e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER: 1-11656
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
GENERAL GROWTH 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive offices:
GENERAL GROWTH PROPERTIES, INC.
110 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 960-5000
GENERAL GROWTH 401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements |
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1 |
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FINANCIAL STATEMENTS: |
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2 |
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3 |
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4-10 |
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SUPPLEMENTAL SCHEDULES: |
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11 |
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12 |
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13 |
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23.1 Consent of Blackman Kallick, LLP |
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Note: |
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All other schedules required by Section 2520.103-10 of the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 have been omitted because they are not applicable. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
General Growth 401(k) Savings Plan:
Chicago, Illinois
We have audited the accompanying statements of net assets available for benefits of General Growth
401(k) Savings Plan (the Plan) as of December 31, 2009 and 2008, and the related statement of
changes in net assets available for benefits for the year ended December 31, 2009. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and
the changes in net assets available for benefits for the year ended December 31, 2009 in conformity
with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2009
is presented for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Blackman Kallick, LLP
Chicago, Illinois
June 25, 2010
1
GENERAL GROWTH 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2009 AND 2008
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December 31, |
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2009 |
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2008 |
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ASSETS: |
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Participant-directed investments: |
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Registered investment companies |
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$ |
195,828,812 |
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$ |
147,390,568 |
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Employer stock fund |
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25,765,026 |
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2,358,757 |
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Vanguard Retirement Savings Trust |
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44,153,352 |
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44,108,980 |
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Vanguard Brokerage Option |
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1,465,691 |
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1,348,828 |
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Outstanding participant loans |
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4,810,380 |
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4,819,814 |
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Total investments |
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272,023,261 |
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200,026,947 |
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Receivables: |
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Employer contributions |
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955,952 |
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1,419,618 |
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Participant contributions |
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555,563 |
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778,527 |
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Total receivables |
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1,511,515 |
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2,198,145 |
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NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
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273,534,776 |
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202,225,092 |
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Adjustments from fair value to contract value for
fully benefit-responsive investment contracts |
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(954,514 |
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576,648 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
272,580,262 |
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$ |
202,801,740 |
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The accompanying notes are an integral part of these financial statements.
2
GENERAL GROWTH 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2009
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INVESTMENT INCOME: |
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Interest and dividend income |
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$ |
5,287,280 |
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Net appreciation in fair value of investments |
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60,980,186 |
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Total investment income |
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66,267,466 |
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CONTRIBUTIONS: |
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Participants |
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14,350,622 |
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Employer |
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8,881,307 |
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Total contributions |
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23,231,929 |
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Total investment income and
contributions |
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89,499,395 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO: |
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Benefit payments |
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19,508,726 |
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Administrative expenses |
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62,312 |
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Other |
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149,835 |
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Total deductions from net assets |
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19,720,873 |
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NET INCREASE IN PLAN ASSETS |
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69,778,522 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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Beginning of year |
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202,801,740 |
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End of year |
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$ |
272,580,262 |
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The accompanying notes are an integral part of these financial statements.
3
GENERAL GROWTH 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1. Description of Plan and Significant Plan Provisions
The following description of the General Growth 401(k) Savings Plan (the Plan) provides only
general information. Participants should refer to the Plan, which may be obtained from the Plan
Administrator (as defined below), for a more complete description of the Plans provisions.
General: GGP Limited Partnership (the Company) is the Plan Sponsor and Plan Administrator.
Vanguard Fiduciary Trust Company (VFTC) is the trustee of the Plan. The Plan is designed to
encourage and assist eligible employees to adopt a regular program of savings to provide for their
retirement. The Plan is a defined contribution plan covering all full-time and part-time (as
defined) employees of the Company and its affiliates and subsidiaries. Employees are eligible to
participate in the Plan on their first day of employment with the Company and/or once the employees
attain the age of eighteen. Certain individuals at locations managed by the Company are either
employees of companies not owned or controlled by the Company or are covered by other qualified
plans and therefore are not eligible to participate in the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and the financial
statements and schedules presented have been prepared in accordance with the financial reporting
requirements of ERISA.
Debtors in possession: On April 16 and April 22, 2009, General Growth Properties, Inc. (GGPI),
and certain of its domestic subsidiaries, including the Company (the Debtors) filed for
bankruptcy protection under Chapter 11 of Title 11 (Chapter 11) of the United States Code in the
Southern District of New York (the Bankruptcy Court).
The Debtors are currently operating as debtors in possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and orders of the
Bankruptcy Court. In general, as debtors in possession, the Debtors are authorized under Chapter 11
to continue to operate as an ongoing business, but may not engage in transactions outside the
ordinary course of business without the prior approval of the Bankruptcy Court.
Should the Plan be terminated, the Plan would be liquidated subject to the terms of ERISA (see Note
1, Termination). The Plan assets are not subject to creditor claims.
Effective April 21, 2009, the Employee Stock Fund was eliminated as an investment option to Plan
participants. Previously-existing investments that remain invested in the Employee Stock Fund may
be adversely impacted by the GGPI bankruptcy filing. Under the priority scheme established by
Chapter 11, unless creditors agree otherwise, pre-petition liabilities and post-petition
liabilities must be satisfied in full before GGPI common stockholders are entitled to receive any
distribution or retain any property under a plan of reorganization. The ultimate recovery to GGPI
common stockholders, if any, will not be determined until confirmation of a plan of reorganization.
No assurance can be given as to what values, if any, will be ascribed in the Chapter 11 cases to
GGPI common stockholders or what types or amounts of distributions, if any, they would receive. A
plan of reorganization could result in GGPI common stockholders receiving no distribution on
account of their interests and cancellation of their holdings. Because of such possibilities, the
value of GGPI common stock is highly speculative. Appropriate caution should be exercised with
respect to existing and future investments in GGPI common stock. At this time there is no assurance
that GGPI will be able to successfully propose or implement a plan of reorganization.
Contributions: Under the terms of the Plan, subject to certain limitations, each participant is
allowed to make before-tax contributions in 1% increments up to 50% of gross earnings, as defined.
The Internal
Revenue Code (IRC) imposes, among other things, a dollar limitation on the amount of before-tax
contributions for a calendar year. For 2009, a participants before-tax contribution was generally
limited to
4
GENERAL GROWTH 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
$16,500. Also for 2009, participants age 50 and over were eligible to contribute a before-tax
catch-up contribution of up to $5,500. Participants may also designate all or part of their Plan
contributions as Roth 401(k) contributions, which are after-tax contributions. The Company adds to
a participants account through a matching contribution up to 5% of the participants annual
earnings contributed to the Plan. The Company will match 100% of the first 4% of earnings
contributed by each participant and 50% of the next 2% of earnings contributed by each participant.
Participant accounts: Separate accounts are maintained for each Plan participant. Each
participants account is credited with the participants contributions, rollover deposits and
allocations of the Companys contributions and Plan earnings, and charged with an allocation of
Plan losses and administrative expenses. Allocations are based on participant earnings or account
balances as defined in the Plan. The benefit to which a participant is entitled is limited to the
benefit that can be provided from the participants vested account. Participants designate which
investment option or combination of options in which their contributions and the Companys matching
contributions are to be invested.
At December 31, 2009, the Plan offered the following investment options:
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Twenty-three registered investment companies which offer investments in stocks, bonds
and cash-equivalents; |
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Common stock of the Companys ultimate parent, General Growth Properties, Inc. (GGPI),
a publicly-traded real estate investment trust (Employer Stock Fund), subject to certain
limitations as discussed below; and |
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Vanguard Retirement Savings Trust, a collective investment trust, which invests
primarily in investment contracts issued by insurance companies, banks or other financial
institutions. |
On December 1, 2008, the Vanguard Brokerage Option was closed to new contributions. Contributions
made to the Vanguard Brokerage Option prior to December 1, 2008 may remain invested therein.
Between January 1, 2009 and April 20, 2009, contributions to the Employee Stock Fund were
restricted to amounts that did not cause the contributing employees holdings in GGPI common stock
to exceed 20% of his or her total Plan account balance. On April 21, 2009, the Employee Stock Fund
was closed to all new contributions. Contributions made to the Employee Stock Fund prior to April
21, 2009 may remain invested therein.
Participant loans: Participants may borrow against their account, subject to certain administrative
rules. The minimum loan that will be made is $1,000 and the total of any individual participants
loan or loans may never exceed the lesser of 50% of the participants total vested account balance
or $50,000. The loans are secured by the balance in the participants account and bear interest at
the prime rate on the first business day of the month in which the loan is made plus one percent.
The interest rates on loans range from 4.25% to 10.50% as of December 31, 2009. The term of a loan
may not exceed five years, unless the loan qualifies as a primary residence loan, in which case the
term may not exceed 20 years. Principal and interest are due each pay period. Participant loans
are due and payable within 90 days upon termination of employment.
Vesting: Participants are vested immediately in employee and employer contributions for
contributions made on or after January 1, 1998.
Termination: Although it has not expressed any intent to do so, the Company reserves the right to
partially or completely terminate the Plan, subject to the provisions of the Plan and ERISA. Upon
a complete or partial termination of the Plan, all affected participants benefits will be
distributable to the participant or the participants beneficiary.
5
GENERAL GROWTH 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Payment of benefits: Upon termination of service due to death, disability, retirement on or after
attaining the Plans normal retirement age of 60, or termination of employment, the balances in the
participants separate accounts may be paid in lump sum to the participant, or in the event of
death, the participants beneficiary. Prior to termination of service, a participant may withdraw
contributions by claiming hardship, as defined by the Plan. GGPI stock will be distributed in cash
or stock, as elected by the Participant. All other distributions will be made in cash.
Terminated participants vested account balances less than $5,000 and greater than $1,000 will be
transferred into an eligible retirement plan, unless the participant elects to receive the
distribution directly or to have the distribution paid directly to an eligible retirement plan
specified by the participant. For participant account balances of $1,000 or less, lump sum cash
distributions will be made.
NOTE 2. Summary of Significant Accounting Policies
Basis of accounting: The financial statements were prepared using the accrual method of
accounting.
Use of estimates: The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements, and
the reported amounts of income and expenses during the reporting periods. Actual results could
differ from these estimates.
Valuation of investments and participant loans: The Plans investments and participant loans are
stated at fair value. Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
Units of the Vanguard Retirement Savings Trust (VRST), a common collective trust which invests
primarily in investment contracts, are valued at fair value and then adjusted to contract value.
Contract value is calculated as the sum of the principal balance plus accrued interest. Both the
fair value of the Plans investment in the VRST and the adjustment to contract value is reflected
on the Statements of Net Assets Available for Benefits. Refer to Note 3 Fair Value Measurements
for disclosure regarding the valuation methodologies used to measure fair value of the Plans
participant-directed investments.
Investment transactions: Investment income is allocated and recorded daily to the participants
accounts. Purchases and sales of investments are recorded on a trade-date basis. Interest income
is accrued when earned. Dividends are recorded on the ex-dividend date. Capital gain
distributions are included in dividend income.
Administrative expenses: All administrative expenses result in a deduction from participants
accounts.
Payment of benefits: Benefit payments to participants are recorded upon distribution. There were
no benefits payable at December 31, 2009. Amounts allocated to accounts of individuals who have
elected to withdraw from the Plan but have not yet been paid were $11,745 at December 31, 2008.
6
GENERAL GROWTH 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3. Fair Value Measurements
Effective January 1, 2008, the Plan adopted generally accepted accounting principles related to
Fair Value measurements for all financial assets and liabilities in the financial statements on a
recurring basis. This accounting principle defines fair value, establishes a framework for
measuring fair value in accordance with accounting principles generally accepted in the United
States of America, and expands disclosures about fair value measurements. Such adoption
did not change the Plans valuation methods for such assets and liabilities. The Fair Value
measurement standard establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as
quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own
assumptions. The assets or liabilitys fair value measurement level within the fair value
hierarchy is based on the lowest level of any input that is significant to the fair value
measurement. Managements assessment of the significance of a particular input to the fair value
measurement requires judgment and is dependent on factors specific to the investment. Valuation
techniques used need to maximize the use of relevant observable inputs and minimize the use of
unobservable inputs.
The valuation methodologies used for assets measured at fair value are as follows:
Short-term money market and registered investment companies Shares in these funds are valued at
quoted market prices which represent the Net Asset Value (NAV) of shares held by the Plan at
year-end.
Common collective trust The Plans investment in the VRST is valued at the NAV per unit as
determined by the trustee. Such NAV is based on the value of the underlying assets and liabilities
of the trust.
Fixed income securities and equity securities Fixed income securities in the Vanguard Brokerage
Option are valued using the last quoted bid price. Equity securities in the Vanguard Brokerage
Option are valued at the last quoted sales price as of the close of trading at year-end; such
securities not traded on the year-end date are valued at the last quoted bid prices.
Employer Stock Fund The Employer Stock Fund is valued using the year-end market price of GGPI
common stock plus the uninvested cash held in the fund.
Outstanding participant loans Outstanding participant loans are valued at their outstanding
balances, which approximate fair value.
7
GENERAL GROWTH 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
The following table summarizes the Plans financial assets and liabilities that are measured at
fair value on a recurring basis, as of December 31, 2009 and 2008:
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Fair Value Measurements |
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At December 31, 2009 |
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Quoted Prices in |
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Significant |
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Active Markets for |
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Significant Other |
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Unobservable |
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Identical Assets |
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Observable Inputs |
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Inputs |
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Total Fair Value |
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Description |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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December 31, 2009 |
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Cash |
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$ |
(26 |
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$ |
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$ |
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$ |
(26 |
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Short-term money market |
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573,746 |
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573,746 |
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Common collective trust |
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44,153,352 |
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44,153,352 |
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Registered investment companies |
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195,839,225 |
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195,839,225 |
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Fixed income securities |
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117,611 |
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117,611 |
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Equity securities |
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763,947 |
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763,947 |
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GGPI common stock |
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25,765,026 |
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25,765,026 |
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Outstanding participant loans |
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4,810,380 |
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4,810,380 |
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Total Investments Fair Value |
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$ |
223,059,529 |
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$ |
44,153,352 |
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$ |
4,810,380 |
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$ |
272,023,261 |
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Fair Value Measurements |
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At December 31, 2008 |
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Quoted Prices in |
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Active Markets for |
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Significant Other |
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Significant |
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Identical Assets |
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Observable Inputs |
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Unobservable Inputs |
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Total Fair Value |
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Description |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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December 31, 2008 |
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Cash |
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$ |
169 |
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$ |
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$ |
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$ |
169 |
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Short-term money market |
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346,162 |
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346,162 |
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Common collective trust |
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44,108,980 |
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44,108,980 |
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Registered investment companies |
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147,397,959 |
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147,397,959 |
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Fixed income securities |
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73,315 |
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73,315 |
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Equity securities |
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921,791 |
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921,791 |
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GGPI common stock |
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2,358,757 |
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2,358,757 |
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Outstanding participant loans |
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4,819,814 |
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4,819,814 |
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Total Investments Fair Value |
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$ |
151,098,153 |
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$ |
44,108,980 |
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|
$ |
4,819,814 |
|
|
$ |
200,026,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth information summarizing the changes in fair value of the Plans
level 3 assets for the year ended December 31, 2009. All of the Plans level 3 assets for the year
ended December 31, 2009 were outstanding participant loans:
|
|
|
|
|
Level 3 Asset Gains and Losses |
|
|
|
|
Outstanding Participant Loans |
|
|
|
|
At December 31, 2009 |
|
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
4,819,814 |
|
Issuances and settlements (net) |
|
|
(9,434 |
) |
|
|
|
|
Ending balance |
|
$ |
4,810,380 |
|
|
|
|
|
8
GENERAL GROWTH 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4. Investments
The following presents investments that represent 5% or more of the Plans net assets available for
benefits as of December 31, 2009 or December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
Description of Investment |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
Vanguard Retirement Savings Trust (at contract value) |
|
$ |
43,198,838 |
|
|
$ |
44,685,628 |
|
Employer Stock Fund |
|
|
25,765,026 |
|
|
|
2,358,757 |
|
Vanguard Intermediate-Term Bond Index Fund, Investor Shares |
|
|
23,853,404 |
|
|
|
22,494,700 |
|
American Funds EuroPacific Growth Fund, R-4 |
|
|
22,919,854 |
|
|
|
16,175,999 |
|
Vanguard 500 Index Fund, Investor Shares |
|
|
22,672,561 |
|
|
|
16,658,119 |
|
Vanguard Target Retirement Fund 2025 |
|
|
19,139,804 |
|
|
|
14,846,057 |
|
Royce Total Return Fund-Financial Intermediary Shares |
|
|
15,673,059 |
|
|
|
12,944,661 |
|
During 2009, the Plans investments (including net gains and losses on investments bought and sold,
as well as held during the year) increased in value as follows:
|
|
|
|
|
Registered investment companies |
|
$ |
37,028,935 |
|
Employer Stock Fund |
|
|
23,647,087 |
|
Vanguard Brokerage Option, net |
|
|
304,164 |
|
|
|
|
|
Net appreciation in fair value of investments |
|
$ |
60,980,186 |
|
|
|
|
|
NOTE 5. Income Tax Status
The Plan received its latest determination letter on February 10, 2006, applicable for Plan
amendments effective on May 1, 2002; December 31, 2002; January 1, 2003 and January 1, 2004, in
which the Internal Revenue Service (the IRS) stated the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue Code.
NOTE 6. Risks and Uncertainties
The Plan provides for investment in various investment securities. The investments of the Plan are
exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that changes in values of
investments in the near term would materially affect
participants account balances and the amounts reported in the Statements of Net Assets Available
for Benefits and the Statement of Changes in Net Assets Available for Benefits.
NOTE 7. Exempt Party-In-Interest Transactions
During the year ended December 31, 2008, the Plan allowed participants to invest in GGPI common
stock through the Employee Stock Fund. As of April 21, 2009, the Employee Stock Fund was closed to
new contributions. Contributions made to the Employee Stock Fund prior to April 21, 2009 may
remain invested therein.
9
GENERAL GROWTH 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
The Plan invests in shares of registered investment companies managed by an affiliate of VFTC.
Transactions in such investments qualify as party-in-interest transactions which are exempt from
the prohibited transaction rules. Fees incurred by the Plan for investment management services
were included as a reduction of the return earned on each fund. Administrative fees paid by
participants, which reduced plan net assets, were $62,312, in 2009.
NOTE 8. Reconciliation of Financial Statements to the Form 5500
The following is a reconciliation of net assets available for benefits:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Net assets available for benefits per the financial statements |
|
$ |
272,580,262 |
|
|
$ |
202,801,740 |
|
Adjustment from contract value to fair value
for fully benefit-responsive investment contracts |
|
|
954,514 |
|
|
|
(576,648 |
) |
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
273,534,776 |
|
|
$ |
202,225,092 |
|
|
|
|
|
|
|
|
The following is a reconciliation of net increase in Plan assets:
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2009 |
|
Net increase in Plan assets per the financial statements |
|
$ |
69,778,522 |
|
Adjustment from contract value to fair value
for fully benefit-responsive investment contracts |
|
|
1,531,162 |
|
|
|
|
|
Net income per the Form 5500 |
|
$ |
71,309,684 |
|
|
|
|
|
10
GENERAL GROWTH 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULES
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2009
E.I.N. 41-1746121 Plan Number 002
|
|
|
|
|
|
|
Identity of Issue |
|
Description of Investment |
|
Fair Value |
|
Registered Investment Companies: |
|
|
|
|
|
|
* American Funds Euro Pacific Growth Fund; R-4 Shares |
|
Registered Investment Company |
|
$ |
22,919,854 |
|
* American Funds Growth Fund of America; R-4 Class |
|
Registered Investment Company |
|
|
13,141,499 |
|
* Artisan Funds, Inc: Artisan Mid Cap Fund; Investor Shares |
|
Registered Investment Company |
|
|
11,541,995 |
|
* Davis New York Venture Fund, Inc. Class A Shares |
|
Registered Investment Company |
|
|
7,995,257 |
|
* Lord Abbett Mid Cap Value Fund; Class A Shares |
|
Registered Investment Company |
|
|
5,093,958 |
|
* Royce Total Return Fund-Financial Intermediary Shares |
|
Registered Investment Company |
|
|
15,673,059 |
|
* Vanguard 500 Index Fund Investor Shares |
|
Registered Investment Company |
|
|
22,672,561 |
|
* Vanguard Explorer Fund Investor Shares |
|
Registered Investment Company |
|
|
5,600,635 |
|
* Vanguard Extend Market Index Fund Investor Shares |
|
Registered Investment Company |
|
|
7,828,588 |
|
* Vanguard Intermediate-Term Bond Index Fund Investor Shares |
|
Registered Investment Company |
|
|
23,853,404 |
|
* Vanguard Prime Money Mkt |
|
Registered Investment Company |
|
|
35,985 |
|
* Vanguard REIT Index Fund Investor Shares |
|
Registered Investment Company |
|
|
2,111,331 |
|
* Vanguard Target Retirement 2005 Fund |
|
Registered Investment Company |
|
|
1,147,395 |
|
* Vanguard Target Retirement 2010 Fund |
|
Registered Investment Company |
|
|
1,871,138 |
|
* Vanguard Target Retirement 2015 Fund |
|
Registered Investment Company |
|
|
11,321,414 |
|
* Vanguard Target Retirement 2020 Fund |
|
Registered Investment Company |
|
|
2,980,099 |
|
* Vanguard Target Retirement 2025 Fund |
|
Registered Investment Company |
|
|
19,139,804 |
|
* Vanguard Target Retirement 2030 Fund |
|
Registered Investment Company |
|
|
2,076,471 |
|
* Vanguard Target Retirement 2035 Fund |
|
Registered Investment Company |
|
|
9,760,879 |
|
* Vanguard Target Retirement 2040 Fund |
|
Registered Investment Company |
|
|
1,515,463 |
|
* Vanguard Target Retirement 2045 Fund |
|
Registered Investment Company |
|
|
5,641,091 |
|
* Vanguard Target Retirement 2050 Fund |
|
Registered Investment Company |
|
|
709,036 |
|
* Vanguard Target Retirement Income Fund |
|
Registered Investment Company |
|
|
1,197,896 |
|
|
|
|
|
|
|
|
|
|
|
|
195,828,812 |
|
|
|
|
|
|
|
|
* Employer Stock Fund |
|
General Growth Properties, Inc. Common Stock |
|
|
25,765,026 |
|
|
|
|
|
|
|
|
* Vanguard Retirement Savings Trust |
|
Collective Trust |
|
|
44,153,352 |
|
|
|
|
|
|
|
|
* Vanguard Brokerage Option |
|
Registered Investment Companies, Stocks, Bonds and Cash-Equivalents |
|
|
1,465,691 |
|
* Outstanding Participant Loans |
|
4.25% - 10.5% |
|
|
4,810,380 |
|
|
|
|
|
|
|
Total |
|
|
|
$ |
272,023,261 |
|
|
|
|
|
|
|
See report of independent registered public accounting firm regarding supplemental
information.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
GENERAL GROWTH 401(k) SAVINGS PLAN
By: GGP Limited Partnership, as Administrator
By: General Growth Properties, Inc., its general partner
|
|
June 25, 2010 |
/s/ Thomas H. Nolan Jr. |
|
|
By: Thomas H. Nolan Jr. |
|
|
President and Chief Operating Officer |
|
|
12
EXHIBIT INDEX
|
|
|
EXHIBIT |
|
|
NO. |
|
DESCRIPTION |
23.1
|
|
Consent of Blackman Kallick, LLP |
13