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
12