As filed with the Securities and Exchange Commission on June 26, 2003
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] 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 MANAGEMENT
SAVINGS AND EMPLOYEE STOCK OWNERSHIP 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 MANAGEMENT
SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of net assets available for benefits as of
December 31, 2002 and 2001 2
Statement of changes in net assets available for benefits
for the year ended December 31, 2002 3
Notes to financial statements 4-7
SUPPLEMENTAL SCHEDULES:
Schedule of assets (held at the end of year) 8-11
as of December 31, 2002
Schedule of assets both acquired and disposed 12
within the plan year ended December 31, 2002
(b) Exhibits
23.1 Consent of Deloitte & Touche LLP 15
99.1 Section 906 Sarbanes-Oxley certification 16
NOTE: SUPPLEMENTAL SCHEDULES REQUIRED BY THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 NOT INCLUDED HEREIN ARE NOT APPLICABLE TO THE
GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN.
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of
General Growth Management Savings and Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for benefits
of the General Growth Management Savings and Employee Stock Ownership Plan (the
"Plan") as of December 31, 2002 and 2001 and the related statement of changes in
net assets available for benefits for the year ended December 31, 2002. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001, and the changes in net assets available for benefits for the year
ended December 31, 2002 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 schedules of (1) assets
(held at the end of year) as of December 31, 2002 and (2) assets both acquired
and disposed within the plan year ended December 31, 2002 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 2002 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
Chicago, Illinois
June 13, 2003
1
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
2002 2001
---- ----
ASSETS:
Participant-directed investments-at fair value: $83,249,751 $73,484,275
Receivables:
Employer contributions 1,067,602 811,981
Participant contributions 4,752 184,436
----------- -----------
Total Receivables 1,072,354 996,417
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $84,322,105 $74,480,692
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
ADDITIONS:
Interest and dividend income $ 1,984,052
Contributions:
Participants 6,099,142
Employer 4,210,688
Rollover deposits 578,791
-------------
Total contributions 10,888,621
Transfers in by merger 6,344,412
-------------
Total additions 19,217,085
DEDUCTIONS:
Benefit payments 7,741,158
Net depreciation in fair value of investments 1,596,824
Administrative expenses 37,690
-------------
Total deductions 9,375,672
-------------
NET INCREASE IN PLAN ASSETS 9,841,413
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 74,480,692
-------------
End of year $ 84,322,105
=============
The accompanying notes are an integral part of these financial statements.
3
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
NOTE 1. DESCRIPTION OF PLAN AND SIGNIFICANT PLAN PROVISIONS
The following description of the General Growth Management Savings and Employee
Stock Ownership Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
GENERAL: General Growth Management, Inc. (the "Company") is the Plan Sponsor and
Plan Administrator. CG Trust Company (the "Trustee") 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 additional security for their retirement.
The Plan is a defined contribution plan covering all full-time (as defined)
employees of the Company and GGP Limited Partnership, of which the Company is a
wholly-owned subsidiary (collectively, the "Employers"), who have completed one
month of service and attained age twenty-one. Certain individuals at locations
managed by the Employers are either (i) employees of companies not owned or
controlled by the Employers or (ii) are covered by other qualified plans and
therefore are not eligible to participate in this 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.
On May 28, 2002 and July 10, 2002, respectively, GGP Limited Partnership
acquired Victoria Ward, Limited and JP Realty, Inc. At the time of such
acquisitions, the employees of the acquired companies became employees of the
Employers, as defined above. Effective December 31, 2002, the Plan was amended
to allow the full participation of such employees in the Plan. Such amendment
also resulted in the merger into the Plan of the former plans covering such
employees (the "Former Plans"). As a result of this merger, the Former Plans
ceased to exist as independent plans as of December 31, 2002. A total of
$6,344,412 was transferred into the Plan assets as of December 31, 2002,
representing the assets of the Former Plans covering such employees. The
accompanying financial statements reflect as of December 31, 2002 the combined
and integrated assets of the Former Plans into the Plan.
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
15% of gross earnings, as defined. The Internal Revenue Code imposes, among
other things, a dollar limitation on the amount of before-tax contributions for
a calendar year. For 2002, a participant's before-tax contribution was generally
limited to $11,000. Also for 2002, participants age 50 and over were eligible to
contribute a before-tax catch-up contribution of up to $1,000. The Company will
match 100% of the first 4% of earnings contributed for each calendar year, and
50% of the next 2% of the participant's earnings contributions.
PARTICIPANT ACCOUNTS: Separate accounts are maintained for each Plan
participant. Each participant's account is credited with the participant's
contribution and allocations of the Company's contribution and Plan earnings,
and charged with an allocation of Plan losses and administrative expenses.
Allocations are based on account balances. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account. The Plan currently offers nine mutual funds, the stock of the Company's
parent, General Growth Properties, Inc. ("GGPI"), a publicly-traded real estate
investment trust, a benefit-responsive investment contract and a self-directed
account program ("CIGNA direct") offering direct investment in mutual funds and
other investment securities as investment options for participants. As a result
of the merger described above, certain amounts relating to the former Victoria
Ward, Limited employees are held at December 31, 2002 in Bank of Hawaii mutual
funds. Such amounts were transferred in 2003 to investment funds administered by
the Trustee. Each participant designates which investment option or combination
of options in which their contributions and the Company's matching contributions
are to be invested.
4
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
PARTICIPANT LOANS: Participants may borrow against their account, subject to
those administrative rules that exist from time to time. The minimum loan that
will be made is $1,000 and the total of any individual participant's loan or
loans may never exceed 50 percent of the participant's total vested account
balance or $50,000, whichever is less. The loans are secured by the balance in
the participant's 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 term
of a loan may not exceed five years, unless the loan qualifies as a home
purchase loan, in which case the term may go up to 20 years. Principal and
interest are due each pay period. Participant loans are due and payable
immediately upon termination of employment.
VESTING: Participants are fully vested at all times in all amounts other than
the amounts arising from the matching contributions contributed by the Employers
prior to January 1, 1998 and the earnings or losses thereon. The Employers'
matching amounts contributed prior to January 1, 1998 will vest over a six-year
period. Forfeitures are used first for reinstatements of accounts of re-employed
participants. Any remaining forfeiture amounts are applied as credits against
future employer matching contributions.
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 participants will become fully vested and be entitled to a
distribution.
DISTRIBUTIONS: Upon retirement on or after attaining the Plan's normal
retirement age of 60, or upon death or disability, if earlier, or termination of
employment in the case of vested benefits, the balances in the participant's
separate accounts may be paid in lump sum to the participant, or the
participant's beneficiary in the event of death. A participant may withdraw
contributions by claiming hardship, as defined by the Plan. All distributions
will be made in cash, unless the participant elects to receive common stock of
GGPI.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING: The financial statements have been 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.
For example, significant estimates and assumptions have been made with respect
to the valuations of certain investments for which cost is deemed to approximate
fair value and with respect to the recoverable amount of certain receivables.
Actual results could differ from those estimates.
VALUATION OF INVESTMENTS AND PARTICIPANT LOANS: Investments are stated at fair
value based on quoted market prices. Shares of mutual funds are valued at the
net unit value of shares held by the Plan at year-end. Participant loans and the
benefit-responsive investment contract are stated at cost and contract value,
respectively, which approximates fair value.
5
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
INVESTMENT TRANSACTIONS: Investment income in each fund is recorded and
allocated daily among the participants' balances in each fund. Purchases and
sales of securities are recorded on a trade-date basis. Dividends are recorded
on the ex-dividend date.
ADMINISTRATIVE EXPENSES: All administrative expenses, other than investment
management fees and loan processing and maintenance fees, are paid by the
Company.
PAYMENT OF BENEFITS: Benefit payments to participants are recorded upon
distribution.
NOTE 3. INVESTMENTS
The following presents investments that represented 5% or more of the Plan's net
assets available for benefits as of December 31, 2002 and 2001:
DESCRIPTION OF INVESTMENT 2002 2001
---------- ----------
Charter Guaranteed Income Fund $8,681,098 $6,150,600
Times Square Bond Fund 5,187,590 2,888,130
Charter Large Company Stock-Growth Fund - 4,134,007
Charter Small Company Stock-Value I Fund - 12,603,649
Small Cap Value Fund/Berger(R) 11,424,942 -
INVESCO Dynamics Account 5,670,985 11,099,280
Janus Worldwide Account 4,045,606 4,274,706
General Growth Properties, Inc.
Common Stock 29,607,803 22,466,506
During 2002, the Plan's investments (net gains and losses on investments bought
and sold as well as held during the year) declined in value by $1,596,824 as
follows:
Mutual funds, investment in collective trusts,
registered investment companies, net $ (9,212,933)
Common stock, net 7,616,109
-------------
$ (1,596,824)
=============
The Plan has a benefit-responsive investment contract with CIGNA's Connecticut
General Life Insurance Company ("Connecticut General"). Connecticut General
maintains the contributions in the Charter Guaranteed Income Fund account (the
"Account"). The Account is credited with earnings on the underlying investments
and charged for losses, participant withdrawals and administrative expenses. The
contract is included in the financial statements at contract value as reported
to the Plan by Connecticut General. Contract value represents contributions made
under the contract, plus earnings and less losses, participant withdrawals and
administrative expenses. Participants may ordinarily direct the withdrawal or
transfer of all or a portion of their investment at contract value.
6
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
There are no reserves against contract value for credit risk of the contract
issuer or otherwise. The average yield and crediting interest rates were
approximately 4.87 percent and 4.95 percent for 2002 and 2001, respectively. The
crediting interest rate is based on a formula agreed upon with the issuer. Such
interest rates are reviewed on a quarterly basis for resetting.
NOTE 4. INCOME TAX STATUS
The Plan received its latest determination letter on June 18, 2002, applicable
for Plan amendments adopted on February 21, 2002, 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. The Plan has been
subsequently amended; however, the Plan Administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRS and that the Plan continues to be tax-exempt. Therefore,
no provision for income taxes has been included in the Plan's financial
statements.
NOTE 5. RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of mutual
funds, investments in collective trusts, interest in registered investment
companies and shares of common stock. 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 risks 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 6. RELATED-PARTY TRANSACTIONS
The Plan invests in the common stock of GGPI.
Certain Plan investments are shares of mutual funds managed by CIGNA Corporation
subsidiaries. CG Trust Company is the trustee as defined by the Plan and a
wholly-owned subsidiary of CIGNA Corporation, and therefore, these transactions
qualify as party-in-interest transactions. Fees paid by the Plan to Cigna
Corporation subsidiaries for the investment management services amounted to
$12,120 for the year ended December 31, 2002.
7
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF
DECEMBER 31, 2002
FAIR
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
------------------------------------------------------------------------------------------------------------------
Mutual Funds:
CIGNA Funds:
Connecticut General Life Insurance Charter Guaranteed Income Fund $ 8,681,098
Connecticut General Life Insurance Times Square Bond Fund 5,187,590
Connecticut General Life Insurance CIGNA Lifetime 20 Fund * 461,509
Connecticut General Life Insurance CIGNA Lifetime 30 Fund * 608,077
Connecticut General Life Insurance CIGNA Lifetime 40 Fund * 3,944,805
Connecticut General Life Insurance CIGNA Lifetime 50 Fund * 371,223
Connecticut General Life Insurance CIGNA Lifetime 60 Fund * 157,187
Connecticut General Life Insurance S&P 500(R) Index 1,448,320
Connecticut General Life Insurance Large Cap Growth/Goldman Sachs 3,951,887
Connecticut General Life Insurance Large Cap Value/John A. Levin 2,234,300
Connecticut General Life Insurance Small Cap Value/Berger(R) 11,424,942
Connecticut General Life Insurance INVESCO Dynamics Account 5,670,985
Connecticut General Life Insurance Janus Worldwide Account 4,045,606
Connecticut General Life Insurance Wellington Management Mid Cap Value 1,846,739
Connecticut General Life Insurance Cash Transaction Account (GST) 3,753
CIGNA Financial Services General Growth Properties, Inc. - Common Stock 29,607,803
Bank of Hawaii Funds:
Bank of Hawaii Aggressive Profile 135,242
Bank of Hawaii Growth Profile 52,202
Bank of Hawaii Balanced Profile 70,640
Bank of Hawaii Conservative Profile 33,855
Bank of Hawaii Defensive Profile 7,766
Bank of Hawaii Stable Value Profile 9,290
8
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF
DECEMBER 31, 2002
FAIR
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
---------------------------------------------------------------------------------------------------------------
CIGNA direct:
Fiserve Securities Inc. Interest Bearing Money Market Account 377,080
Arco Chem Co. Corporate Debt Instr. - Preferred 7,900
AT&T Corp. Corporate Debt Instr. - Preferred 10,959
Borden Inc. Corporate Debt Instr. - Preferred 7,560
Advanced Digital Information Corp. Corporate Stock - Common 335
Advanced Micro Devices Inc. Corporate Stock - Common 323
Agere Systems Inc. Corporate Stock - Common (Class B) 55
Agere Systems Inc. Corporate Stock - Common (Class A) 1
AOL Time Warner Inc. Corporate Stock - Common 655
Applied Materials Incorporated Corporate Stock - Common 1,303
Applied Micro Circuits Corporation Corporate Stock - Common 184
Ariba Inc. Corporate Stock - Common 248
Bed Bath & Beyond Inc. Corporate Stock - Common 13,812
Best Buy Co. Inc. Corporate Stock - Common 3,309
Centra Software Inc. Corporate Stock - Common 250
Chico's FAS Inc. Corporate Stock - Common 52,948
Cisco Systems Inc. Corporate Stock - Common 655
Copart Inc. Corporate Stock - Common 33,152
Covad Communications Group Inc. Corporate Stock - Common 4,700
Cree Inc. Corporate Stock - Common 818
D.R. Horton Inc. Corporate Stock - Common 17,350
EMC Corporation Corporate Stock - Common 307
Fannie Mae Corporate Stock - Common 2,895
Flextronics International Ltd. Corporate Stock - Common 409
General Electric Company Corporate Stock - Common 1,217
9
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF
DECEMBER 31, 2002
FAIR
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
---------------------------------------------------------------------------------------------------------------
Harley Davidson Inc. Corporate Stock - Common 4,620
Home Depot Inc. Corporate Stock - Common 1,201
Hot Topic Inc. Corporate Stock - Common 1,716
Inhale Therapeutic Systems, Inc. Corporate Stock - Common 404
Intelli Check Inc. Corporate Stock - Common 5,175
International Automated Systems, Inc. Corporate Stock - Common 290
JDS Uniphase Corporation Corporate Stock - Common 123
Johnson & Johnson Inc. Corporate Stock - Common 5,371
Knowledgemax Inc. Corporate Stock - Common 14
Kohl's Corporation Corporate Stock - Common 2,797
Lowe's Cos Incorporated Corporate Stock - Common 3,750
Lucent Technologies Inc. Corporate Stock - Common 189
Medtronic Incorporated Corporate Stock - Common 2,280
Mercury Computer Systems Inc. Corporate Stock - Common 1,526
Motorola Incorporated Corporate Stock - Common 433
NASDAQ 100 TR Unit Ser 1 Corporate Stock - Common 9,797
Network Appliance Inc. Corporate Stock - Common 500
Oracle Corporation Corporate Stock - Common 540
Pharmaceutical Product Corporate Stock - Common 52,686
Development Inc.
Philip Morris Companies, Inc. Corporate Stock - Common 10,133
Polymedica Corporation Corporate Stock - Common 3,084
Portal Software Inc. Corporate Stock - Common 40
QLogic Corporation Corporate Stock - Common 1,726
Redback Networks Inc. Corporate Stock - Common 42
Riverstone Networks Inc. Corporate Stock - Common 106
Royal Dutch Pete Company Corporate Stock - Common 20,029
10
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF
DECEMBER 31, 2002
FAIR
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
-----------------------------------------------------------------------------------------------------------------
Salton Inc. Corporate Stock - Common 481
Sanmina-SCI Corporation Corporate Stock - Common 225
SAP A. G. Sponsored ADR 5 PAR Corporate Stock - Common 975
TranSwitch Corporation Corporate Stock - Common 35
TriQuint Semiconductor Inc. Corporate Stock - Common 772
Vitesse Semiconductor Corporation Corporate Stock - Common 109
WorldCom Inc. GA New Corporate Stock - Common 775
Wyeth Corporate Stock - Common 5,610
Dodge & Cox Stock Fund Value of Interest in Registered Investment 8,594
Heartland Value Plus Fund Value of Interest in Registered Investment 10,125
Oakmark Fund Value of Interest in Registered Investment 8,791
T. Rowe Price Mid-Cap Value Value of Interest in Registered Investment 9,521
Vanguard GNMA Portfolio Value of Interest in Registered Investment 395,012
------------
Subtotal 81,062,841
Outstanding Participant loans Participant loans, 5.25% to 11%, maturing between
2003 and 2020 2,186,910
------------
$ 83,249,751
============
Note: Cost information is not required for participant-directed investments.
* Sponsored by a party-in-interest
11
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
SCHEDULE OF ASSETS BOTH ACQUIRED
AND DISPOSED WITHIN THE PLAN YEAR
ENDED DECEMBER 31, 2002
PROCEEDS OF
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT DISPOSITIONS
---------------------------------------------------------------------------------------------------------------
Activision, Inc. New Corporate Stock - Common $ 23,756
Apollo Group, Inc. CL A Corporate Stock - Common 51,087
Atmel Corporation Corporate Stock - Common 13,020
Bell Microproducts, Inc. Corporate Stock - Common 3,029
BMC Software, Inc. Corporate Stock - Common 18,860
Brown & Brown, Inc. Corporate Stock - Common 29,579
Check Point Software Technologies, Ltd. Corporate Stock - Common 19,975
Duke Energy Corporation Corporate Stock - Common 2,005
Gemstar TV Guide Intl. Inc. Corporate Stock - Common 3,009
Genesis Microchip Inc. Del Corporate Stock - Common 13,018
Internet Security Systems, Inc. Corporate Stock - Common 17,150
Intersil Corporation Corporate Stock - Common 21,385
LSI Logic Corporation Corporate Stock - Common 16,010
The Medicines Company Corporate Stock - Common 1,370
Penn National Gaming, Inc. Corporate Stock - Common 30,511
Rudolph Technologies, Inc. Corporate Stock - Common 20,755
Scholastic Corporation Corporate Stock - Common 3,340
SEI Investment Co. Corporate Stock - Common 15,530
Shaw Group, Inc. Corporate Stock - Common 21,470
Travelers Property Casualty Corp. New Corporate Stock - Common 84
Travelers Property Casualty Corporate Stock - Common 217
Invesco Gold & Precious Metals Value of Interest in Registered Investment 35,343
-----------
$ 360,503
===========
12
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 on this 26th day of June, 2003.
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
By: General Growth Management, Inc.,
as Administrator
By: /s/ ROBERT A. MICHAELS
------------------------------
Robert A. Michaels
Its: President
13
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
23.1 Consent of Deloitte & Touche LLP
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 --
Robert Michaels
14