11-K 1 c86358e11vk.txt ANNUAL REPORT UNITED STATES 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, 2003 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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENTS: Statements of net assets available for benefits as of December 31, 2003 and 2002 2 Statement of changes in net assets available for benefits for the year ended December 31, 2003 3 Notes to financial statements 4-7 SUPPLEMENTAL SCHEDULE: Schedule of assets (held at the end of year) 8-10 as of December 31, 2003 (b) Exhibit 23.1 Consent of Deloitte & Touche LLP 13
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. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2003 and 2002 and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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 the 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. 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, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 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, 2003 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 Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Chicago, Illinois June 18, 2004 1 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2003 AND 2002
2003 2002 ---- ---- ASSETS: Participant-directed investments: Mutual funds $ 67,199,682 $ 50,038,021 Employer stock fund 50,599,567 29,607,803 CIGNA Direct 1,377,372 1,417,017 Outstanding participant loans 2,434,995 2,186,910 ------------ ------------ Total investments 121,611,616 83,249,751 Receivables: Employer contributions 1,358,443 1,067,602 Participant contributions 234,184 4,752 ------------ ------------ Total receivables 1,592,627 1,072,354 NET ASSETS AVAILABLE FOR BENEFITS $123,204,243 $ 84,322,105 ============ ============
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, 2003 ADDITIONS: Interest and dividend income $ 2,196,390 Contributions: Participants 7,128,293 Employer 4,781,531 Rollover deposits 1,144,342 ------------ Total contributions 13,054,166 Net appreciation in fair value of investments 31,175,878 ------------ Total additions 46,426,434 DEDUCTIONS: Benefit payments 7,492,667 Administrative expenses 51,629 ------------ Total deductions 7,544,296 NET INCREASE IN PLAN ASSETS 38,882,138 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 84,322,105 ------------ End of year $123,204,243 ============
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, 2003 AND 2002 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 and part-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 schedule 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 include the assets and related activities of the Former Plans as of and for the period ended December 31, 2003. 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 25% of gross earnings, as defined. The maximum before-tax contribution increased from 15% in 2002. The Internal Revenue Code imposes, among other things, a dollar limitation on the amount of before-tax contributions for a calendar year. For 2003, a participant's before-tax contribution was generally limited to $12,000. Also for 2003, participants age 50 and over were eligible to contribute a before-tax catch-up contribution of up to $2,000. 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, rollover deposits 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 limited to the benefit that can be provided from the participant's vested account. Each participant designates which investment option or combination of options in which their contributions and the Company's matching contributions are to be invested. At December 31, 2003, the Plan offered thirteen 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 4 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 AND 2002 participants. As a result of the merger described above, certain amounts relating to the former Victoria Ward, Limited employees were held at December 31, 2002 in Bank of Hawaii mutual funds. Such amounts were transferred in 2003 to investment funds administered by the Trustee. PARTICIPANT LOANS: Participants may borrow against their account, subject to certain 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 vested over a six-year period, which ended December 31, 2003. 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. At December 31, 2003 and 2002, forfeited nonvested accounts totaled $6,687 and $15,558, respectively. These accounts will be used to reduce future employer contributions. During the year ended December 31, 2003, employer contributions were reduced by $6,700 from forfeited nonvested accounts. 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. 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. 5 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 AND 2002 Participant loans and the benefit-responsive investment contract are stated at the outstanding balance and contract value, respectively, which approximates fair value. 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. There were no amounts allocated to accounts of persons who had elected to withdraw from the plan but had not yet been paid at December 31, 2003 and 2002. 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, 2003 and 2002:
DESCRIPTION OF INVESTMENT 2003 2002 ---- ---- Charter Guaranteed Income Fund $ 8,691,394 $ 8,681,098 Times Square Bond Fund 4,892,407 5,187,590 Small Cap Value/Perkins Wolf McDonnell 14,942,722 - Small Cap Value Fund/Berger(R) - 11,424,942 INVESCO Dynamics Account 6,832,836 5,670,985 Janus Worldwide Account 4,478,671 4,045,606 General Growth Properties, Inc. Common Stock 50,599,567 29,607,803
During 2003, the Plan's investments (net gains and losses on investments bought and sold as well as held during the year) increased in value by $31,175,878 as follows: Mutual funds, investment in collective trusts, registered investment companies, net $ 12,636,034 Common Stock, net 18,539,844 --------------- Net appreciation in fair value of investments $ 31,175,878 ===============
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 6 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 AND 2002 withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average yield for the year ended December 31, 2003 was approximately 2.88%. The crediting interest rates were approximately 2.90% and 3.90% at December 31, 2003 and 2002, 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 contracts and 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 allows participants to invest in the common stock of GGPI. Certain Plan investments are shares of 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 $51,629 for the year ended December 31, 2003 and are included as a reduction of the return earned on each fund. 7 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SUPPLEMENTAL SCHEDULE SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2003
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FAIR VALUE ----------------- ------------------------- ---------- Mutual Funds: Connecticut General Life Insurance Charter Guaranteed Income Fund $ 8,691,394 Connecticut General Life Insurance Times Square Corporate Bond Fund 4,892,407 Connecticut General Life Insurance CIGNA Lifetime 20 Fund* 826,725 Connecticut General Life Insurance CIGNA Lifetime 30 Fund* 1,064,600 Connecticut General Life Insurance CIGNA Lifetime 40 Fund* 4,781,083 Connecticut General Life Insurance CIGNA Lifetime 50 Fund* 619,978 Connecticut General Life Insurance CIGNA Lifetime 60 Fund* 363,915 Connecticut General Life Insurance S&P 500(R) Index 3,515,706 Connecticut General Life Insurance Large Cap Growth/Goldman Sachs 5,279,392 Connecticut General Life Insurance Large Cap Value/John A. Levin 3,221,875 Connecticut General Life Insurance Small Cap Value/Perkins Wolf McDonnell 14,942,722 Connecticut General Life Insurance INVESCO Dynamics Account 6,832,836 Connecticut General Life Insurance Janus Worldwide Account 4,478,671 Connecticut General Life Insurance Mid Cap Value/Wellington Management 3,638,172 Connecticut General Life Insurance Cohen & Steers Equity Income - I 414,849 Connecticut General Life Insurance Mid Cap Growth/Artisan Partners 1,861,608 Connecticut General Life Insurance Small Cap Growth/Times Square 1,148,165 Connecticut General Life Insurance Templeton Foreign Account 625,584 -------------------- Subtotal Mutual Funds $ 67,199,682 Employer Stock Fund: General Growth Properties, Inc. - Common Stock $ 50,599,567
8 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SUPPLEMENTAL SCHEDULE SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2003 (CONTINUED)
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FAIR VALUE ----------------- ------------------------- ---------- CIGNA Direct: Fiserve Securities Inc. Interest Bearing Cash $ 99,441 Arco Chem Co. Corporate Debt Instr. - Preferred 10,050 Bank of America Corp. Corporate Debt Instr. - Preferred 10,921 Borden Inc. Deb Corporate Debt Instr. - Preferred 11,400 Georgia Pacific Corp. Corporate Debt Instr. - Preferred 10,400 3M Company Corporate Stock - Common 34,012 Able Laboratories Inc. Corporate Stock - Common 1,807 Advanced Micro Devices Inc. Corporate Stock - Common 745 Aetna Inc. Corporate Stock - Common 20,274 Agere Systems Inc. Corporate Stock - Common (Class A) 113 Agere Systems Inc. Corporate Stock - Common (Class B) 3 Alcon Inc. Corporate Stock - Common 18,162 Amazon Com Inc. Corporate Stock - Common 10,524 American Standard Companies Corporate Stock - Common 15,105 Annaly Mortgage Mgmt. Inc. Corporate Stock - Common 5,152 Applied Materials Incorporated Corporate Stock - Common 1,122 Applied Micro Circuits Corp. Corporate Stock - Common 5,970 Best Buy Co. Inc. Corporate Stock - Common 7,157 Boston Scientific Corp. Corporate Stock - Common 18,380 Caremark Rx Inc. Corporate Stock - Common 5,066 Centra Software Inc. Corporate Stock - Common 988 China Pete & Chem Corp. Corporate Stock - Common 8,882 Coeur D'Alene Mines Corp. Idaho Corporate Stock - Common 22,542 Conexant Systems Inc. Corporate Stock - Common 6,958 Countrywide Financial Corp. Corporate Stock - Common 40,428 Cree Inc. Corporate Stock - Common 885 CV Therapeutics Inc. Corporate Stock - Common 6,035 E Piphany Inc. Corporate Stock - Common 18,025 E*Trade Financial Corporation Corporate Stock - Common 12,650 Ebay Inc. Corporate Stock - Common 19,383 Flextronics International Ltd. Corporate Stock - Common 12,580 Ford Motor Co. Corporate Stock - Common 25,600 Frequency Electronics Corporate Stock - Common 23,200 General Electric Company Corporate Stock - Common 1,549 General Growth Properties, Inc. Corporate Stock - Common 16,650 Hanover Compressor Holding Co. Corporate Stock - Common 11,708 Home Depot Incorporated Corporate Stock - Common 1,775 Hot Topic Inc. Corporate Stock - Common 3,298 IMCO Recycling Inc. Corporate Stock - Common 20,769 Imperial Oil Ltd. Com Corporate Stock - Common 17,768 Intel Corporation Corporate Stock - Common 40,864 Intelli Check Inc. Corporate Stock - Common 5,933 JDS Uniphase Corp. Corporate Stock - Common 182 Knowlegemax Inc. Corporate Stock - Common 2
9 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SUPPLEMENTAL SCHEDULE SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2003 (CONTINUED)
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FAIR VALUE ----------------- ------------------------- ---------- Kohl's Corp. Corporate Stock - Common $ 2,247 Lowe's Cos Incorporated Corporate Stock - Common 5,539 Lucent Technologies Inc. Corporate Stock - Common 426 Medtronic Incorporated Corporate Stock - Common 2,431 Morgan Stanley Corporate Stock - Common 11,574 National Commerce Financial Corporation Corporate Stock - Common 8,184 Nautilus Group Inc. Corporate Stock - Common 16,860 Newmont Mining Corp. Holding Co. Corporate Stock - Common 19,444 Nextel Communications Inc. Corporate Stock - Common (Class A) 28,060 Nissan Mtr Ltd. Sponsored ADR Corporate Stock - Common 17,968 PF Chang's China Bistro Inc. Corporate Stock - Common 30,528 Polymedica Corp. Corporate Stock - Common 5,260 Portal Software Inc. Com Corporate Stock - Common 67 Progressive Corp. (Ohio) Corporate Stock - Common 41,795 QLogic Corp. Corporate Stock - Common 2,579 Redback Networks Inc. Corporate Stock - Common 12 Research in Motion Ltd. Corporate Stock - Common 20,049 Sanmina SCI Corp. Corporate Stock - Common 630 SAP A G Sponsored ADR 5 PAR Corporate Stock - Common 2,078 St. Jude Medical Inc. Corporate Stock - Common 18,405 Stryker Corp. Corporate Stock - Common 17,002 Tellabs Incorporated Corporate Stock - Common 16,820 Texas Instruments Incorporated Corporate Stock - Common 5,876 Time Warner Inc. Corporate Stock - Common 5,397 Transcanda Corporation Corporate Stock - Common 15,057 Triquint Semiconductor Inc. Corporate Stock - Common 933 Washington Mutual Inc Corporate Stock - Common 20,060 Winnebago Industries Inc. Corporate Stock - Common 13,750 Worldcom Inc GA Corporate Stock - Common 245 XM Satellite Radio Corporate Stock - Common 15,774 Zimmer Holdings Inc. Corporate Stock - Common 4,224 Amerigas Partners L P Unit Part./Joint Venture Interests 5,602 Dodge & Cox Stock Fund Value of Interest in Registered Investment 12,311 Vanguard GNMA Portfolio Value of Interest in Registered Investment 405,727 ---------------- Subtotal CIGNA Direct $ 1,377,372 Outstanding Participant Loans: Participant loans, 5.00% to 11.00%, maturing between $ 2,434,995 2004 and 2024 ---------------- Total $ 121,611,616 ================
Note: Cost information is not required for participant-directed investments. * Sponsored by a party-in-interest 10 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 25th day of June, 2004. 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 11 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- 23.1 Consent of Deloitte & Touche LLP
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