Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'General Growth Properties, Inc. | ' |
Entity Central Index Key | '0001496048 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 911,180,341 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Investment in real estate: | ' | ' |
Land | $4,256,685 | $4,278,471 |
Buildings and equipment | 18,019,187 | 18,806,858 |
Less accumulated depreciation | -1,748,222 | -1,440,301 |
Construction in progress | 399,472 | 376,529 |
Net property and equipment | 20,927,122 | 22,021,557 |
Investment in and loans to/from Unconsolidated Real Estate Affiliates | 2,461,847 | 2,865,871 |
Net investment in real estate | 23,388,969 | 24,887,428 |
Cash and cash equivalents | 603,518 | 624,815 |
Accounts and notes receivable, net | 449,295 | 260,860 |
Deferred expenses, net | 186,914 | 179,837 |
Prepaid expenses and other assets | 1,120,285 | 1,329,465 |
Total assets | 25,748,981 | 27,282,405 |
Liabilities: | ' | ' |
Mortgages, notes and loans payable | 15,563,625 | 15,966,866 |
Investment in and loans to/from Unconsolidated Real Estate Affiliates | 16,846 | ' |
Accounts payable and accrued expenses | 1,006,198 | 1,212,231 |
Dividend payable | 125,324 | 103,749 |
Deferred tax liabilities | 27,704 | 28,174 |
Tax indemnification liability | 303,586 | 303,750 |
Junior subordinated notes | 206,200 | 206,200 |
Warrant liability | ' | 1,488,196 |
Total liabilities | 17,249,483 | 19,309,166 |
Redeemable noncontrolling interests: | ' | ' |
Preferred | 128,772 | 136,008 |
Common | 123,787 | 132,211 |
Total redeemable noncontrolling interests | 252,559 | 268,219 |
Commitments and Contingencies | ' | ' |
Equity: | ' | ' |
Common stock: 11,000,000,000 shares authorized, $0.01 par value, 966,959,503 issued, 911,159,094 outstanding as of September 30, 2013, and 939,049,318 shares issued and outstanding as of December 31, 2012 | 9,395 | 9,392 |
Preferred Stock: 500,000,000 shares authorized, $.01 par value, 10,000,000 shares issued and outstanding as of September 30, 2013 and none issued and outstanding as of December 31, 2012 | 242,042 | ' |
Additional paid-in capital | 11,374,117 | 10,432,447 |
Retained earnings (accumulated deficit) | -2,861,339 | -2,732,787 |
Accumulated other comprehensive loss | -33,261 | -87,354 |
Common stock in treasury, at cost, 28,345,108 shares as of September 30, 2013 and none at December 31, 2012 | -566,863 | ' |
Total stockholders' equity | 8,164,091 | 7,621,698 |
Noncontrolling interests in consolidated real estate affiliates | 82,848 | 83,322 |
Total equity | 8,246,939 | 7,705,020 |
Total liabilities and equity | $25,748,981 | $27,282,405 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CONSOLIDATED BALANCE SHEETS | ' | ' |
Common stock, shares authorized | 11,000,000,000 | 11,000,000,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares issued | 966,959,503 | 939,049,318 |
Common stock, shares outstanding | 911,159,094 | 939,049,318 |
Redeemable Preferred Stock, shares authorized | 500,000,000 | 500,000,000 |
Redeemable Preferred Stock, par value (in dollars per share) | $0.01 | $0.01 |
Redeemable Preferred Stock, shares issued | 10,000,000 | 0 |
Redeemable Preferred Stock, shares outstanding | 10,000,000 | 0 |
Common stock in treasury, cost | 28,345,108 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
Minimum rents | $392,934 | $394,736 | $1,190,291 | $1,154,657 |
Tenant recoveries | 180,614 | 180,590 | 546,969 | 531,649 |
Overage rents | 9,970 | 13,420 | 27,864 | 34,605 |
Management fees and other corporate revenues | 17,336 | 17,823 | 50,575 | 55,646 |
Other | 19,841 | 16,191 | 55,918 | 49,158 |
Total revenues | 620,695 | 622,760 | 1,871,617 | 1,825,715 |
Expenses: | ' | ' | ' | ' |
Real estate taxes | 60,433 | 57,870 | 185,417 | 170,525 |
Property maintenance costs | 14,354 | 16,673 | 53,600 | 55,889 |
Marketing | 5,772 | 7,861 | 18,059 | 21,833 |
Other property operating costs | 97,057 | 99,165 | 273,985 | 278,625 |
Provision for doubtful accounts | 1,064 | 1,173 | 3,620 | 2,631 |
Property management and other costs | 41,458 | 38,776 | 123,380 | 119,014 |
General and administrative | 10,522 | 10,045 | 34,578 | 31,601 |
Provision for impairment | ' | 32,100 | ' | 32,100 |
Depreciation and amortization | 192,605 | 203,986 | 579,360 | 598,963 |
Total expenses | 423,265 | 467,649 | 1,271,999 | 1,311,181 |
Operating income | 197,430 | 155,111 | 599,618 | 514,534 |
Interest income | 577 | 765 | 1,726 | 2,300 |
Interest expense | -178,438 | -200,183 | -567,094 | -594,249 |
Warrant liability adjustment | ' | -123,381 | -40,546 | -413,081 |
Gains from changes in control of investment properties | ' | ' | 219,784 | 18,547 |
Loss on extinguishment of debt | ' | ' | -36,478 | ' |
Income (loss) before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations and allocation to noncontrolling interests | 19,569 | -167,688 | 177,010 | -471,949 |
Benefit from (provision for) income taxes | 287 | -2,449 | -1,236 | -5,553 |
Equity in income of Unconsolidated Real Estate Affiliates | 13,984 | 22,054 | 41,165 | 39,849 |
Equity in income of Unconsolidated Real Estate Affiliates - gain (loss) on investment (includes ($109.9 million) accumulated other comprehensive loss reclassifications for net foreign currency translation losses) | -2,800 | ' | 648 | ' |
Income (loss) from continuing operations | 31,040 | -148,083 | 217,587 | -437,653 |
Discontinued operations: | ' | ' | ' | ' |
Loss from discontinued operations, including gains (losses) on dispositions | -186 | -58,525 | -7,437 | -69,548 |
Gain on extinguishment of debt | ' | ' | 25,894 | ' |
Discontinued operations, net | -186 | -58,525 | 18,457 | -69,548 |
Net income (loss) | 30,854 | -206,608 | 236,044 | -507,201 |
Allocation to noncontrolling interests | -3,371 | -1,279 | -10,707 | -6,236 |
Net income (loss) attributable to General Growth Properties, Inc. | 27,483 | -207,887 | 225,337 | -513,437 |
Preferred Stock dividends | -3,984 | ' | -10,094 | ' |
Net income (loss) attributable to common stockholders | 23,499 | -207,887 | 215,243 | -513,437 |
Basic Earnings (Loss) Per Share: | ' | ' | ' | ' |
Continuing operations (in dollars per share) | $0.03 | ($0.17) | $0.21 | ($0.48) |
Discontinued operations (in dollars per share) | ' | ($0.06) | $0.02 | ($0.07) |
Total basic earnings (loss) per share (in dollars per share) | $0.03 | ($0.23) | $0.23 | ($0.55) |
Diluted Earnings (Loss) Per Share: | ' | ' | ' | ' |
Continuing operations (in dollars per share) | $0.02 | ($0.17) | $0.21 | ($0.48) |
Discontinued operations (in dollars per share) | ' | ($0.06) | $0.02 | ($0.07) |
Total diluted earnings (loss) per share (in dollars per share) | $0.02 | ($0.23) | $0.23 | ($0.55) |
Dividends declared per share (in dollars per share) | $0.13 | $0.11 | $0.37 | $0.31 |
Comprehensive Income (Loss), Net: | ' | ' | ' | ' |
Net income (loss) | 30,854 | -206,608 | 236,044 | -507,201 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation (the three and nine months ended September 30, 2013 includes reclassification of ($109.9 million) accumulated other comprehensive loss into Net income attributable to common stockholders) | 105,107 | -842 | 54,181 | -35,202 |
Unrealized gains on available-for-sale securities | -996 | 606 | -66 | 716 |
Other comprehensive income (loss) | 104,111 | -236 | 54,115 | -34,486 |
Comprehensive income (loss) | 134,965 | -206,844 | 290,159 | -541,687 |
Comprehensive loss allocated to noncontrolling interests | -3,733 | -1,284 | -10,729 | -6,003 |
Comprehensive income (loss) attributable to General Growth Properties, Inc. | 131,232 | -208,128 | 279,430 | -547,690 |
Preferred stock dividends | -3,984 | ' | -10,094 | ' |
Comprehensive income (loss), net, attributable to common stockholders | $127,248 | ($208,128) | $269,336 | ($547,690) |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ' | ' |
Amount reclassified from accumulated other comprehensive loss into net income attributable to common stockholders | $109.90 | $109.90 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Common Stock in Treasury | Noncontrolling Interests in Consolidated Real Estate Affiliates |
In Thousands, unless otherwise specified | ||||||||
Balance at Dec. 31, 2011 | $8,579,345 | $9,353 | ' | $10,405,318 | ($1,883,569) | ($47,773) | ' | $96,016 |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | -513,552 | ' | ' | ' | -513,437 | ' | ' | -115 |
Distributions to noncontrolling interests in consolidated Real Estate Affiliates | -7,035 | ' | ' | ' | ' | ' | ' | -7,035 |
Restricted stock grants, net of forfeitures (7,240 and (48,125) common shares for the nine months ended September 30, 2013 and 2012, respectively) | 6,632 | ' | ' | 6,632 | ' | ' | ' | ' |
Employee stock purchase program (112,371 and 98,076 common shares for the nine months ended September 30, 2013 and 2012, respectively) | 1,605 | 1 | ' | 1,604 | ' | ' | ' | ' |
Stock option grants, net of forfeitures (314,167 and 396,064 common shares for the nine months ended September 30, 2013 and 2012, respectively) | 7,561 | 4 | ' | 7,557 | ' | ' | ' | ' |
Cash dividends reinvested (DRIP) in stock (21,106 and 2,866,019 common shares for the nine months ended September 30, 2013 and 2012, respectively) | 43,839 | 29 | ' | 43,810 | ' | ' | ' | ' |
Other comprehensive loss | -34,253 | ' | ' | ' | ' | -34,253 | ' | ' |
Cash distributions declared ($0.37 and $0.31 per share for the nine months ended September 30, 2013 and 2012, respectively) | -290,797 | ' | ' | ' | -290,797 | ' | ' | ' |
Cash redemptions for common units in excess of carrying value | -409 | ' | ' | -409 | ' | ' | ' | ' |
Fair value adjustment for noncontrolling interest in Operating Partnership | -46,855 | ' | ' | -46,855 | ' | ' | ' | ' |
Dividend for RPI Spin-off | 26,044 | ' | ' | ' | 26,044 | ' | ' | ' |
Balance at Sep. 30, 2012 | 7,772,125 | 9,387 | ' | 10,417,657 | -2,661,759 | -82,026 | ' | 88,866 |
Balance at Dec. 31, 2012 | 7,705,020 | 9,392 | ' | 10,432,447 | -2,732,787 | -87,354 | ' | 83,322 |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | 227,483 | ' | ' | ' | 225,337 | ' | ' | 2,146 |
Issuance of Preferred Stock, net of issuance costs | 242,042 | ' | 242,042 | ' | ' | ' | ' | ' |
Distributions to noncontrolling interests in consolidated Real Estate Affiliates | -2,620 | ' | ' | ' | ' | ' | ' | -2,620 |
Restricted stock grants, net of forfeitures (7,240 and (48,125) common shares for the nine months ended September 30, 2013 and 2012, respectively) | 7,148 | ' | ' | 7,148 | ' | ' | ' | ' |
Employee stock purchase program (112,371 and 98,076 common shares for the nine months ended September 30, 2013 and 2012, respectively) | 2,247 | ' | ' | 2,247 | ' | ' | ' | ' |
Stock option grants, net of forfeitures (314,167 and 396,064 common shares for the nine months ended September 30, 2013 and 2012, respectively) | 31,181 | 3 | ' | 31,178 | ' | ' | ' | ' |
Treasury stock purchases (28,345,108 common shares for the nine months ended September 30, 2013 respectively) | -566,863 | ' | ' | ' | ' | ' | -566,863 | ' |
Cash dividends reinvested (DRIP) in stock (21,106 and 2,866,019 common shares for the nine months ended September 30, 2013 and 2012, respectively) | 446 | ' | ' | 446 | ' | ' | ' | ' |
Other comprehensive loss before reclassifications | -55,768 | ' | ' | ' | ' | -55,768 | ' | ' |
Amounts reclassified from Accumulated Other Comprehensive Loss | 109,861 | ' | ' | ' | ' | 109,861 | ' | ' |
Cash distributions declared ($0.37 and $0.31 per share for the nine months ended September 30, 2013 and 2012, respectively) | -343,795 | ' | ' | ' | -343,795 | ' | ' | ' |
Cash distributions on Preferred Stock | -10,094 | ' | ' | ' | -10,094 | ' | ' | ' |
Cash redemptions for common units in excess of carrying value | -1,428 | ' | ' | -1,428 | ' | ' | ' | ' |
Fair value adjustment for noncontrolling interest in Operating Partnership | 6,566 | ' | ' | 6,566 | ' | ' | ' | ' |
Common stock warrants | 895,513 | ' | ' | 895,513 | ' | ' | ' | ' |
Balance at Sep. 30, 2013 | $8,246,939 | $9,395 | $242,042 | $11,374,117 | ($2,861,339) | ($33,261) | ($566,863) | $82,848 |
CONSOLIDATED_STATEMENTS_OF_EQU1
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
CONSOLIDATED STATEMENTS OF EQUITY | ' | ' |
Restricted stock grants, forfeitures, shares | 7,240 | -48,125 |
Employee stock purchase program, shares | 112,371 | 98,076 |
Stock option grants, forfeitures, shares | 314,167 | 396,064 |
Treasury stock purchases, shares | 28,345,108 | ' |
Cash dividends reinvested (DRIP) in stock, shares | 21,106 | 2,866,019 |
Cash distributions declared (in dollars per share) | $0.37 | $0.31 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash Flows provided by Operating Activities: | ' | ' |
Net income (loss) | $236,044 | ($507,201) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Equity in income of Unconsolidated Real Estate Affiliates | -41,165 | -39,849 |
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment, net | -648 | ' |
Distributions received from Unconsolidated Real Estate Affiliates | 36,334 | 30,021 |
Provision for doubtful accounts | 3,651 | 3,264 |
Depreciation and amortization | 579,835 | 621,388 |
Amortization/write-off of deferred finance costs | 6,900 | 3,576 |
Accretion/write-off of debt market rate adjustments | 7,395 | -42,446 |
Amortization of intangibles other than in-place leases | 65,335 | 79,504 |
Straight-line rent amortization | -36,760 | -51,049 |
Deferred income taxes | -653 | ' |
Gain on dispositions, net | 838 | -13,037 |
Gains from changes in control of investment properties | -219,784 | -18,547 |
Gain on extinguishment of debt | -25,894 | -9,911 |
Provisions for impairment | 4,975 | 118,588 |
Warrant liability adjustment | 40,546 | 413,081 |
Net changes: | ' | ' |
Accounts and notes receivable | 12,056 | 31,041 |
Prepaid expenses and other assets | -987 | -1,104 |
Deferred expenses | -31,015 | -34,838 |
Restricted cash | 14,430 | 62,652 |
Accounts payable and accrued expenses | -62,653 | -48,870 |
Other, net | 17,433 | 10,994 |
Net cash provided by operating activities | 606,213 | 607,257 |
Cash Flows provided by (used in) Investing Activities: | ' | ' |
Acquisition of real estate and property additions | -149,327 | -376,967 |
Development of real estate and property improvements | -316,715 | -207,279 |
Proceeds from sales of investment properties and Unconsolidated Real Estate Affiliates | 872,307 | 194,269 |
Deposits paid for acquisitions | -90,000 | ' |
Contributions to Unconsolidated Real Estate Affiliates | -73,165 | -62,139 |
Distributions received from Unconsolidated Real Estate Affiliates in excess of income | 172,460 | 289,366 |
Decrease in restricted cash | 8,467 | 6,195 |
Net cash provided by (used in) investing activities | 424,027 | -156,555 |
Cash Flows used in Financing Activities: | ' | ' |
Proceeds from refinancing/issuance of mortgages, notes and loans payable | 5,067,622 | 3,892,525 |
Principal payments on mortgages, notes and loans payable | -4,839,289 | -4,022,632 |
Deferred finance costs | -18,484 | -27,254 |
Net proceeds from issuance of Preferred Stock | 242,042 | ' |
Purchase of Warrants | -633,229 | ' |
Treasury stock purchases | -566,863 | ' |
Distributions to noncontrolling interests in consolidated real estate affiliates | -2,620 | ' |
Cash distributions paid to common stockholders | -328,742 | -281,089 |
Cash distributions reinvested (DRIP) in common stock | 446 | 43,839 |
Cash distributions paid to preferred stockholders | -6,109 | ' |
Cash distributions paid to holders of common units | -4,756 | -1,543 |
Other, net | 38,445 | 10,526 |
Net cash used in financing activities | -1,051,537 | -385,628 |
Net change in cash and cash equivalents | -21,297 | 65,074 |
Cash and cash equivalents at beginning of period | 624,815 | 572,872 |
Cash and cash equivalents at end of period | 603,518 | 637,946 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Interest paid | 661,295 | 631,844 |
Interest capitalized | 7,356 | 780 |
Income taxes paid | 5,555 | 2,598 |
Accrued capital expenditures included in accounts payable and accrued expenses | 95,282 | 88,598 |
Non-Cash Transactions: | ' | ' |
Notes receivable related to sale of investment property and Aliansce | 151,127 | 17,000 |
Gain on investment in Unconsolidated Real Estate Affiliates | 648 | ' |
Amendment of warrant agreement | 895,513 | ' |
Rouse Properties, Inc. Dividend: | ' | ' |
Non-cash dividend for RPI Spin-off | ' | -26,044 |
Non-Cash Distribution of RPI Spin-off: | ' | ' |
Assets | ' | 1,554,486 |
Liabilities and equity | ' | -1,554,486 |
Regional Mall Sold | ' | ' |
Non-Cash Sale of Property | ' | ' |
Assets | 71,881 | ' |
Mortgage debt forgiven or assumed by acquirer | -91,293 | ' |
Liabilities and equity | 19,412 | ' |
RPI | ' | ' |
Non-Cash Sale of Property | ' | ' |
Assets | ' | 63,672 |
Liabilities and equity | ' | ($63,672) |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2013 | |
ORGANIZATION | ' |
ORGANIZATION | ' |
NOTE 1 ORGANIZATION | |
Readers of this Quarterly Report should refer to the Company’s (as defined below) audited consolidated financial statements for the year ended December 31, 2012 which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2012 (Commission File No. 1-34948), as certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary for fair presentation (which include only normal recurring adjustments) have been included. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report. | |
General | |
General Growth Properties, Inc. (“GGP” or the “Company”), a Delaware corporation, was organized in July 2010 and is a self-administered and self-managed real estate investment trust, referred to as a “REIT”. In these notes, the terms “we,” “us” and “our” refer to GGP and its subsidiaries. | |
GGP, through its subsidiaries and affiliates, operates, manages and selectively re-develops properties, which are predominantly located throughout the United States. As of September 30, 2013, our portfolio was comprised of 123 regional malls comprising approximately 127 million square feet of gross leasable area (“GLA”). In addition to regional malls, as of September 30, 2013, we owned 11 strip/other retail centers totaling 4.3 million square feet, primarily in the Western region of the United States, as well as seven stand-alone office buildings totaling approximately 1 million square feet, concentrated in Columbia, Maryland. | |
Substantially all of our business is conducted through GGP Limited Partnership (the “Operating Partnership” or “GGPLP”). GGPLP owns an interest in the properties that are part of the consolidated financial statements of GGP. As of September 30, 2013, GGP held approximately a 99% common equity ownership (without giving effect to the potential conversion of the Preferred Units, as defined below) of the Operating Partnership, while the remaining 1% was held by limited partners and certain previous contributors of properties to the Operating Partnership. | |
The Operating Partnership has common units of limited partnership (“Common Units”), which are redeemable for cash or, at our option, shares of GGP common stock. It also has preferred units of limited partnership interest (“Preferred Units”), of which, certain Preferred Units can be converted into Common Units and then redeemed for cash or, at our option, shares of GGP common stock (“Convertible Preferred Units”) (Note 10). | |
In addition to holding ownership interests in various joint ventures, the Operating Partnership generally conducts its operations through General Growth Management, Inc. (“GGMI”) and General Growth Services, Inc. (“GGSI”). GGMI and GGSI are taxable REIT subsidiaries (“TRS”s), which provide management, leasing, and other services for our Unconsolidated Real Estate Affiliates (defined below). GGMI and GGSI provide various services, including business development, tenant coordination, marketing, and strategic partnership services at all of our Consolidated Properties, as defined below. GGSI also serves as a contractor to GGMI for these services. | |
We refer to our ownership interests in properties in which we own a majority or controlling interest and, as a result, are consolidated under accounting principles generally accepted in the United States of America (“GAAP”) as the “Consolidated Properties.” We also own interests in certain properties through joint venture entities in which we own a noncontrolling interest (“Unconsolidated Real Estate Affiliates”) and we refer to those properties as the “Unconsolidated Properties.” |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Principles of Consolidation and Basis of Presentation | ||||||||||||||
The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. | ||||||||||||||
We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls. Our portfolio of regional malls represents a collection of retail properties that are targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on geography, size or type. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company’s operating properties are aggregated into a single reportable segment. | ||||||||||||||
Reclassifications | ||||||||||||||
Certain prior period amounts included in the Consolidated Statements of Operations and Comprehensive Income (Loss) and related footnotes associated with properties we have disposed of have been reclassified to discontinued operations for all periods presented. Also, we have separately presented certain amounts within our Consolidated Statements of Cash Flows which were previously combined in the line Acquisition/development of real estate and property additions/improvements. The $584.2 million originally presented has been reclassified as Acquisition of real estate and property additions for $377.0 million, and Development of real estate and property improvements for $207.2 million, to conform to the current year presentation. | ||||||||||||||
Properties | ||||||||||||||
Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets. | ||||||||||||||
Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below). | ||||||||||||||
The estimated useful lives of our properties are determined so as to allocate as equitably as possible the depreciation or amortization expense for which services are to be obtained from the use of each property. We periodically review the estimated useful lives of our properties. In connection with our recent review, we identified certain properties where we determined the estimated useful lives should be shortened based upon our current assessment. Therefore, we have prospectively reduced the remaining useful lives to reflect the life over which we expect to obtain services from the use of each of these properties. The estimated useful lives of our properties range from 10-30 years. | ||||||||||||||
Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: | ||||||||||||||
Years | ||||||||||||||
Buildings and improvements | Oct-45 | |||||||||||||
Equipment and fixtures | 20-Mar | |||||||||||||
Tenant improvements | Shorter of useful life or applicable lease term | |||||||||||||
Acquisitions of Operating Properties | ||||||||||||||
Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. | ||||||||||||||
Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. | ||||||||||||||
No significant value has been ascribed to tenant relationships. | ||||||||||||||
The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. | ||||||||||||||
Gross Asset | Accumulated | Net Carrying | ||||||||||||
Amortization | Amount | |||||||||||||
As of September 30, 2013 | ||||||||||||||
Tenant leases: | ||||||||||||||
In-place value | $ | 811,315 | $ | (403,526 | ) | $ | 407,789 | |||||||
As of December 31, 2012 | ||||||||||||||
Tenant leases: | ||||||||||||||
In-place value | $ | 972,495 | $ | (423,492 | ) | $ | 549,003 | |||||||
The above-market tenant leases and below-market ground leases are included in Prepaid expenses and other assets (Note 13); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in Accounts payable and accrued expenses (Note 14) in our Consolidated Balance Sheets. | ||||||||||||||
Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, had the following effects on our Income (loss) from continuing operations: | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Amortization/accretion effect on continuing operations | $ | (61,383 | ) | $ | (83,704 | ) | $ | (189,523 | ) | $ | (264,813 | ) | ||
Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, is estimated to decrease results from continuing operations as follows: | ||||||||||||||
Year | Amount | |||||||||||||
2013 Remaining | $ | 52,423 | ||||||||||||
2014 | 179,862 | |||||||||||||
2015 | 147,076 | |||||||||||||
2016 | 114,744 | |||||||||||||
2017 | 85,564 | |||||||||||||
Management Fees and Other Corporate Revenues | ||||||||||||||
Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees, and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in Management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss). Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within Equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Operations and Comprehensive Income (Loss) and in Property management and other costs in the Condensed Combined Statements of Income in Note 6. The following table summarizes the management fees from affiliates and our share of the management fee expense: | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Management fees from affiliates | $ | 17,324 | $ | 17,565 | $ | 50,463 | $ | 54,445 | ||||||
Management fee expense | (6,534 | ) | (5,375 | ) | (18,651 | ) | (17,054 | ) | ||||||
Net management fees from affiliates | $ | 10,790 | $ | 12,190 | $ | 31,812 | $ | 37,391 | ||||||
Impairment | ||||||||||||||
Operating properties | ||||||||||||||
We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, management’s intent with respect to the properties and prevailing market conditions. | ||||||||||||||
If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property. | ||||||||||||||
Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects. | ||||||||||||||
Impairment charges are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and / or in the period of disposition. | ||||||||||||||
Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value. | ||||||||||||||
There were no provisions for impairment for the three and nine months ended September 30, 2013 included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). During the nine months ended September 30, 2013, we recorded $5.0 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss), which was incurred as a result of the sale of two operating properties. One of the operating properties was previously transferred to a special servicer and was sold in a lender-directed sale in full satisfaction of the related debt. This resulted in the recognition of a gain on extinguishment of debt of $25.9 million (Note 4). The other operating property was a regional mall that was sold for less than its carrying value. | ||||||||||||||
During the three and nine months ended September 30, 2012, we recorded $32.1 million of impairment charges included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). This impairment charge related to one regional mall and was recorded because the estimated fair value of the property, based on our discounted cash flow analysis, was less than the carrying value of the property. During the three months ended September 30, 2012, we recorded $66.2 million of impairment charges in discontinued operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). These charges related to two regional malls, two office properties, and two operating properties. During the nine months ended September 30, 2012, we recorded $76.6 million of impairment charges in discontinued operations of our Consolidated Statement of Operations and Comprehensive Income (Loss), which related to two regional malls, two office properties, and four operating properties. | ||||||||||||||
Investment in Unconsolidated Real Estate Affiliates | ||||||||||||||
A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three and nine months ended September 30, 2013 and 2012. | ||||||||||||||
General | ||||||||||||||
Impairment charges could be taken in the future if economic conditions change or if the plans regarding our assets change. Therefore, we can provide no assurance that material impairment charges with respect to our assets, including operating properties, construction in progress and investments in Unconsolidated Real Estate Affiliates, will not occur in future periods. We will continue to monitor circumstances and events in future periods to determine whether impairments are warranted. | ||||||||||||||
Fair Value Measurements | ||||||||||||||
The accounting principles for fair value measurements establish 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 for identical assets or liabilities 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 impairment section above includes a discussion of all impairments recognized during the nine months ended September 30, 2013 and 2012 that were based on Level 2 inputs. Note 5 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 9 includes a discussion of our outstanding warrant liability, which was previously measured at fair value using Level 3 inputs. Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs. |
ACQUISITIONS_AND_JOINT_VENTURE
ACQUISITIONS AND JOINT VENTURE ACTIVITY | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
ACQUISITIONS AND JOINT VENTURE ACTIVITY | ' | ||||
ACQUISITIONS AND JOINT VENTURE ACTIVITY | ' | ||||
NOTE 3 ACQUISITIONS AND JOINT VENTURE ACTIVITY | |||||
On June 28, 2013, we acquired the remaining 50% interest in Quail Springs Mall, previously held by our joint venture partner, for total consideration of $90.2 million, which included $55.5 million of cash and the assumption of the remaining 50% of debt. The investment property was previously recorded under the equity method of accounting and is now consolidated. The acquisition resulted in a remeasurement of the net assets acquired to fair value. We recorded Gains from changes in control of investment properties in our Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2013, since the fair value of the net assets acquired was greater than our investment in the Unconsolidated Real Estate Affiliate and the cash paid to acquire our joint venture partner’s interest. The table below summarizes the gain calculation: | |||||
Total fair value of net assets acquired | $ | 110,893 | |||
Previous investment in Quail Springs Mall | (35,610 | ) | |||
Cash paid to acquire our joint venture partner’s interest | (55,507 | ) | |||
Gains from changes in control of investment properties | $ | 19,776 | |||
The following table summarizes the allocation of the purchase price to the net assets acquired at the date of acquisition. These allocations were based on the relative fair values of the assets acquired and liabilities assumed. | |||||
Investment in real estate, including intangible assets and liabilities | $ | 186,627 | |||
Fair value of debt | (77,204 | ) | |||
Net working capital | 1,470 | ||||
Net assets acquired | $ | 110,893 | |||
On May 16, 2013, we formed a joint venture with TIAA-CREF Global Investments, LLC (“TIAACREF”) that holds 100% of The Grand Canal Shoppes and The Shoppes at The Palazzo. We received $411.5 million in cash, net of debt assumed, and TIAACREF received a 49.9% economic interest in the joint venture. We recorded Gains from changes in control of investment properties of $200.0 million on our Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2013, as a result of this transaction. We are the general partner, however we account for the joint venture under the equity method of accounting because we share control over major decisions with TIAACREF and TIAACREF has substantive participating rights. The table below summarizes the gain calculation: | |||||
Cash received from joint venture partner | $ | 411,476 | |||
Proportionate share of previous investment in The Grand Canal Shoppes and The Shoppes at The Palazzo | (211,468 | ) | |||
Gain from change in control of investment property | $ | 200,008 | |||
On April 5, 2012, we acquired the remaining 49% interest in The Oaks and Westroads, previously held by our joint venture partner for total consideration of $191.1 million, which included $98.3 million of cash and the assumption of the remaining 49% of debt and net working capital. The joint venture properties were previously recorded under the equity method of accounting and are now consolidated. The acquisition resulted in a remeasurement of the net assets acquired to fair value. We recorded Gains from changes in control of investment properties of $18.5 million for the nine months ended September 30, 2012, since the fair value of the net assets acquired was greater than our investment in the Unconsolidated Real Estate Affiliate and the cash paid to acquire the joint venture partner’s interest. | |||||
Our acquisition of the remaining interests in Quail Springs Mall and the formation of the joint venture with TIAACREF constitute the Gains from changes in control of investment properties for the nine months ended September 30, 2013. Our acquisition of The Oaks and Westroads in 2012 combine to represent the Gains from changes in control of investment properties for the nine months ended September 30, 2012. These amounts are recognized for their respective year on our Consolidated Statements of Operations and Comprehensive Income (Loss). |
DISCONTINUED_OPERATIONS_AND_GA
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | ' | |||||||||||||
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | ' | |||||||||||||
NOTE 4 DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | ||||||||||||||
All of our dispositions of Consolidated Properties, for all periods presented, are included in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss) and are summarized in the table below. Gains on disposition and gains on debt extinguishment are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) in the period the property is disposed. | ||||||||||||||
During the nine months ended September 30, 2013, we sold our interests in three non-core assets totaling approximately 2 million square feet of GLA, which reduced our property level debt by $121.2 million. One property, which was previously transferred to a special servicer, was sold in a lender-directed sale in full satisfaction of the debt. This resulted in a gain on extinguishment of debt of $25.9 million. | ||||||||||||||
During the nine months ended September 30, 2012, we sold our interests in twelve non-core assets totaling approximately four million square feet of GLA, which reduced our property level debt by $161.8 million. | ||||||||||||||
During the nine months ended September 30, 2012, we completed the spin-off of RPI, a 30-mall portfolio totaling approximately 21 million square feet. The RPI Spin-off was accomplished through a special dividend of the common stock of RPI to holders of GGP common stock as of December 30, 2011. | ||||||||||||||
The following table summarizes the operations of the properties included in discontinued operations. | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Retail and other revenue | $ | 114 | $ | 15,271 | $ | 1,628 | $ | 70,730 | ||||||
Total revenues | 114 | 15,271 | 1,628 | 70,730 | ||||||||||
Retail and other operating expenses | 279 | 15,526 | 1,766 | 56,233 | ||||||||||
Provisions for impairment and other gains | — | 66,188 | 4,975 | 76,581 | ||||||||||
Total expenses | 279 | 81,714 | 6,741 | 132,814 | ||||||||||
Operating income (loss) | (165 | ) | (66,443 | ) | (5,113 | ) | (62,084 | ) | ||||||
Interest expense, net | 62 | (5,294 | ) | (1,475 | ) | (20,478 | ) | |||||||
Gain on debt extinguishment | — | — | 25,894 | — | ||||||||||
Net income (loss) from operations | (103 | ) | (71,737 | ) | 19,306 | (82,562 | ) | |||||||
Provision for income taxes | — | — | — | (23 | ) | |||||||||
Losses on dispositions | (83 | ) | 13,212 | (849 | ) | 13,037 | ||||||||
Net (loss) income from discontinued operations | $ | (186 | ) | $ | (58,525 | ) | $ | 18,457 | $ | (69,548 | ) |
FAIR_VALUE
FAIR VALUE | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
FAIR VALUE | ' | |||||||||||||
FAIR VALUE | ' | |||||||||||||
NOTE 5 FAIR VALUE | ||||||||||||||
Fair Value of Operating Properties | ||||||||||||||
We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the negotiated sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based upon market conditions and expectations for growth. Capitalization rates and discount rates utilized in these models are based on a reasonable range of current market rates for each property analyzed. Based upon these inputs, we determined that our valuations of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the fair value hierarchy. For our properties for which the estimated fair value was based on negotiated sales prices, we determined that our valuation was classified within Level 2 of the fair value hierarchy. As of September 30, 2013, and December 31, 2012, we carried all of our operating properties at their historical cost, less accumulated depreciation. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The fair values of our financial instruments approximate their carrying amount in our consolidated financial statements except for debt. Management’s estimates of fair value are presented below for our debt as of September 30, 2013 and December 31, 2012. | ||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||
Carrying Amount(1) | Estimated Fair | Carrying Amount(1) | Estimated Fair | |||||||||||
Value | Value | |||||||||||||
Fixed-rate debt | $ | 13,908,625 | $ | 13,842,305 | $ | 14,954,601 | $ | 16,190,518 | ||||||
Variable-rate debt | 1,655,000 | 1,689,699 | 1,012,265 | 1,040,687 | ||||||||||
$ | 15,563,625 | $ | 15,532,004 | $ | 15,966,866 | $ | 17,231,205 | |||||||
(1) Includes market rate adjustments. | ||||||||||||||
The fair value of our junior subordinated notes approximates their carrying amount as of September 30, 2013 and December 31, 2012. We estimated the fair value of mortgages, notes and other loans payable using Level 2 and Level 3 inputs based on recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. treasury obligation interest rates and on the discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assume that the debt is outstanding through maturity. We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist in specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation. |
UNCONSOLIDATED_REAL_ESTATE_AFF
UNCONSOLIDATED REAL ESTATE AFFILIATES | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
UNCONSOLIDATED REAL ESTATE AFFILIATES | ' | |||||||||||||
UNCONSOLIDATED REAL ESTATE AFFILIATES | ' | |||||||||||||
NOTE 6 UNCONSOLIDATED REAL ESTATE AFFILIATES | ||||||||||||||
The following is summarized financial information for all of our Unconsolidated Real Estate Affiliates. | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
(Dollars in thousands) | ||||||||||||||
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates | ||||||||||||||
Assets: | ||||||||||||||
Land | $ | 970,599 | $ | 960,335 | ||||||||||
Buildings and equipment | 8,591,133 | 7,658,965 | ||||||||||||
Less accumulated depreciation | (2,239,402 | ) | (2,080,361 | ) | ||||||||||
Construction in progress | 143,440 | 173,419 | ||||||||||||
Net property and equipment | 7,465,770 | 6,712,358 | ||||||||||||
Investments in unconsolidated joint ventures | — | 1,201,044 | ||||||||||||
Net investment in real estate | 7,465,770 | 7,913,402 | ||||||||||||
Cash and cash equivalents | 291,657 | 485,387 | ||||||||||||
Accounts and notes receivable, net | 174,125 | 167,548 | ||||||||||||
Deferred expenses, net | 240,495 | 298,050 | ||||||||||||
Prepaid expenses and other assets | 160,403 | 140,229 | ||||||||||||
Total assets | $ | 8,332,450 | $ | 9,004,616 | ||||||||||
Liabilities and Owners’ Equity: | ||||||||||||||
Mortgages, notes and loans payable | $ | 6,504,341 | $ | 6,463,377 | ||||||||||
Accounts payable, accrued expenses and other liabilities | 292,652 | 509,064 | ||||||||||||
Cumulative effect of foreign currency translation (“CFCT”) | (17,863 | ) | (158,195 | ) | ||||||||||
Owners’ equity, excluding CFCT | 1,553,320 | 2,190,370 | ||||||||||||
Total liabilities and owners’ equity | $ | 8,332,450 | $ | 9,004,616 | ||||||||||
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: | ||||||||||||||
Owners’ equity | $ | 1,535,457 | $ | 2,032,175 | ||||||||||
Less: joint venture partners’ equity | (784,034 | ) | (1,105,457 | ) | ||||||||||
Plus: excess investment/basis differences | 1,693,578 | 1,939,153 | ||||||||||||
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net | $ | 2,445,001 | $ | 2,865,871 | ||||||||||
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: | ||||||||||||||
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates | $ | 2,461,847 | $ | 2,865,871 | ||||||||||
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates | (16,846 | ) | — | |||||||||||
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net | $ | 2,445,001 | $ | 2,865,871 | ||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates | ||||||||||||||
Revenues: | ||||||||||||||
Minimum rents | $ | 196,941 | $ | 176,020 | $ | 564,339 | $ | 531,995 | ||||||
Tenant recoveries | 84,872 | 74,767 | 244,161 | 225,059 | ||||||||||
Overage rents | 7,020 | 4,553 | 15,443 | 12,099 | ||||||||||
Management and other fees | — | — | — | — | ||||||||||
Other | 8,075 | 7,067 | 22,947 | 20,923 | ||||||||||
Total revenues | 296,908 | 262,407 | 846,890 | 790,076 | ||||||||||
Expenses: | ||||||||||||||
Real estate taxes | 26,907 | 23,927 | 78,516 | 71,858 | ||||||||||
Property maintenance costs | 8,422 | 8,838 | 24,684 | 27,652 | ||||||||||
Marketing | 3,840 | 4,080 | 10,363 | 10,894 | ||||||||||
Other property operating costs | 44,065 | 38,898 | 119,331 | 114,579 | ||||||||||
Provision for doubtful accounts | 599 | 1,013 | 1,861 | 904 | ||||||||||
Property management and other costs(1) | 13,491 | 11,388 | 38,615 | 36,113 | ||||||||||
General and administrative | 565 | 427 | 1,739 | 1,551 | ||||||||||
Depreciation and amortization | 71,184 | 62,171 | 204,895 | 195,414 | ||||||||||
Total expenses | 169,073 | 150,742 | 480,004 | 458,965 | ||||||||||
Operating income | 127,835 | 111,665 | 366,886 | 331,111 | ||||||||||
Interest income | 390 | 80 | 955 | 533 | ||||||||||
Interest expense | (73,468 | ) | (67,652 | ) | (208,971 | ) | (211,852 | ) | ||||||
Provision for income taxes | (131 | ) | (221 | ) | (419 | ) | (672 | ) | ||||||
Equity in income of unconsolidated joint ventures | — | — | — | — | ||||||||||
Income from continuing operations | 54,626 | 43,872 | 158,451 | 119,120 | ||||||||||
Discontinued operations | 8,774 | 7,775 | 26,884 | 39,738 | ||||||||||
Allocation to noncontrolling interests | (12 | ) | (3 | ) | 22 | (39 | ) | |||||||
Net income attributable to the ventures | $ | 63,388 | $ | 51,644 | $ | 185,357 | $ | 158,819 | ||||||
Equity In Income of Unconsolidated Real Estate Affiliates: | ||||||||||||||
Net income attributable to the ventures | $ | 63,388 | $ | 51,644 | $ | 185,357 | $ | 158,819 | ||||||
Joint venture partners’ share of income | (34,337 | ) | (30,050 | ) | (102,078 | ) | (95,005 | ) | ||||||
Amortization of capital or basis differences | (15,067 | ) | 460 | (42,114 | ) | (23,965 | ) | |||||||
Equity in income of Unconsolidated Real Estate Affiliates | $ | 13,984 | $ | 22,054 | $ | 41,165 | $ | 39,849 | ||||||
(1) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI. | ||||||||||||||
The amounts described as Unconsolidated Real Estate Affiliates represents our investments in real estate joint ventures that are not consolidated. We hold interests in 20 domestic joint ventures, comprising 31 regional malls, and one international joint venture, comprising one property in Brazil. Generally, we share in the profits and losses, cash flows and other matters relating to our investments in Unconsolidated Real Estate Affiliates in accordance with our respective ownership percentages. We manage most of the domestic properties owned by these joint ventures. As we have joint control of these ventures with our venture partners, we account for these joint ventures under the equity method. | ||||||||||||||
On September 16, 2013, we contributed $40.3 million to a joint venture that acquired a portfolio comprised of two properties in the Union Square area of San Francisco, California. We have a 50% interest in the joint venture and account for the joint venture under the equity method of accounting because we share control over major decisions with our joint venture partner, which has substantive participating rights. | ||||||||||||||
Aliansce Shopping Centers S.A. | ||||||||||||||
On September 30, 2013, we closed on the sale of our investment in Aliansce Shopping Centers, S.A. (“Aliansce”) to Canada Pension Plan Investment Board and Rique Empreendimentos e Participacoes Ltda. (“Rique”), which includes a member of Aliansce management. The sale of the stock resulted in a loss of $2.8 million on our investment in the Unconsolidated Real Estate Affiliate, including the realization of accumulated foreign currency translation losses and a note receivable issued to Rique. The note receivable is recorded in Accounts and notes receivable on the Consolidated Balance Sheets at September 30, 2013. The note receivable is denominated in Brazilian reais, bears interest at an effective interest rate of approximately 14%, is collateralized by shares of common stock of Aliansce, and requires annual principal and interest payments over the five year term. | ||||||||||||||
The disposition is recorded as discontinued operations within Equity in Income of Unconsolidated Real Estate Affiliates in the table above. The table below summarizes the loss calculation: | ||||||||||||||
Cash received from acquirers | $ | 446,322 | ||||||||||||
Note receivable from Rique | 151,127 | |||||||||||||
GGP’s investment in Aliansce | (490,388 | ) | ||||||||||||
Accumulated foreign currency translation adjustment realized | (109,861 | ) | ||||||||||||
Loss on sale of Aliansce | $ | (2,800 | ) | |||||||||||
As of September 30, 2013, we still hold a 35% noncontrolling interest in a large regional mall, Shopping Leblon, in Rio de Janeiro, Brazil which is accounted for under the equity method. | ||||||||||||||
Unconsolidated Mortgages, Notes and Loans Payable, and Retained Debt | ||||||||||||||
Our proportionate share of the mortgages, notes and loans payable of the unconsolidated joint ventures was $3.2 billion as of September 30, 2013 and $3.1 billion as of December 31, 2012, including Retained Debt (as defined below). There can be no assurance that the Unconsolidated Properties will be able to refinance or restructure such debt on acceptable terms or otherwise, or that joint venture operations or contributions by us and/or our partners will be sufficient to repay such loans. | ||||||||||||||
We have debt obligations in excess of our proportionate share of the debt of our Unconsolidated Real Estate Affiliates (“Retained Debt”). This Retained Debt represents distributed debt proceeds of the Unconsolidated Real Estate Affiliates in excess of our proportionate share of the non-recourse mortgage indebtedness. The proceeds of the Retained Debt which were distributed to us are included as a reduction in our investment in Unconsolidated Real Estate Affiliates. We had retained debt of $90.9 million at one property as of September 30, 2013, and $91.8 million as of December 31, 2012. We are obligated to contribute funds on an ongoing basis to our Unconsolidated Real Estate Affiliates in amounts sufficient to pay debt service on such Retained Debt. If we do not contribute such funds, our distributions from such Unconsolidated Real Estate Affiliates, or our interest in them, could be reduced to the extent of such deficiencies. As of September 30, 2013, we do not anticipate an inability to perform on our obligations with respect to Retained Debt. |
MORTGAGES_NOTES_AND_LOANS_PAYA
MORTGAGES, NOTES AND LOANS PAYABLE | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ' | |||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ' | |||||||||||
NOTE 7 MORTGAGES, NOTES AND LOANS PAYABLE | ||||||||||||
Mortgages, notes and loans payable and the weighted-average interest rates are summarized as follows: | ||||||||||||
September 30, | Weighted-Average | December 31, | Weighted-Average | |||||||||
2013(1) | Interest Rate(2) | 2012(3) | Interest Rate(2) | |||||||||
Fixed-rate debt: | ||||||||||||
Collateralized mortgages, notes and loans payable | $ | 13,894,327 | 4.56 | % | $ | 14,225,011 | 4.88 | % | ||||
Corporate and other unsecured loans | 14,298 | 4.41 | % | 729,590 | 6.51 | % | ||||||
Total fixed-rate debt | 13,908,625 | 4.56 | % | 14,954,601 | 4.96 | % | ||||||
Variable-rate debt: | ||||||||||||
Collateralized mortgages, notes and loans payable (4) | 1,600,000 | 2.64 | % | 1,012,265 | 3.42 | % | ||||||
Corporate revolver | 55,000 | 4.5 | % | — | 0 | % | ||||||
Total variable-rate debt | 1,655,000 | 2.7 | % | 1,012,265 | 3.42 | % | ||||||
Total Mortgages, notes and loans payable | $ | 15,563,625 | 4.36 | % | $ | 15,966,866 | 4.86 | % | ||||
Junior Subordinated Notes | $ | 206,200 | 1.72 | % | $ | 206,200 | 1.76 | % | ||||
(1) Includes net ($2.7) million of debt market rate adjustments. | ||||||||||||
(2) Represents the weighted-average interest rates on our principal balances, excluding the effects of deferred finance costs. | ||||||||||||
(3) Includes net ($23.3) million of debt market rate adjustments. | ||||||||||||
(4) Properties provide mortgage collateral as guarantors. $1.5 billion of the balance is cross-collateralized. | ||||||||||||
Collateralized Mortgages, Notes and Loans Payable | ||||||||||||
As of September 30, 2013, $19.1 billion of land, buildings and equipment (before accumulated depreciation), and construction in progress have been pledged as collateral for our mortgages, notes and loans payable. Certain of these consolidated secured loans, representing $1.6 billion of debt, are cross-collateralized with other properties. Although a majority of the $15.5 billion of fixed and variable-rate collateralized mortgages, notes and loans payable are non-recourse, $1.6 billion of such mortgages, notes and loans payable are recourse to the Company. In addition, certain mortgage loans contain other credit enhancement provisions which have been provided by GGP. Certain mortgages, notes and loans payable may be prepaid but are generally subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance. | ||||||||||||
During the nine months ended September 30, 2013, we refinanced consolidated mortgage notes totaling $4.6 billion related to 33 properties with net proceeds of $1.1 billion. The prior loans had a weighted-average term-to-maturity of 2.8 years, and a weighted-average interest rate of 4.9%. The new loans have a weighted-average term-to-maturity of 8.2 years, and a weighted-average interest rate of 3.4%. | ||||||||||||
$1.5 billion of the refinanced debt relates to a corporate loan secured by cross-collateralized mortgages on 16 properties with a weighted-average interest rate of LIBOR + 2.50% and a term-to-maturity of 3.0 years (with 2 one-year options). The prior loans were secured by 16 properties and had a weighted-average interest rate of 3.98% and a term-to-maturity of 3.3 years. During the nine months ended September 30, 2013, we expensed financing fees of $6.6 million associated with this loan in Loss on extinguishment of debt on our Consolidated Statements of Operations and Comprehensive Income (Loss), and we capitalized $9.5 million as deferred financing costs within Deferred expenses on our Consolidated Balance Sheets. | ||||||||||||
Unsecured Loans | ||||||||||||
During the nine months ended September 30, 2013, we paid down $700.5 million of corporate unsecured bonds. We have certain unsecured debt obligations, the terms of which are described below: | ||||||||||||
September 30, | Weighted-Average | December 31, | Weighted-Average | |||||||||
2013(2) | Interest Rate | 2012 (3) | Interest Rate | |||||||||
Unsecured debt: | ||||||||||||
Unsecured Corporate Bonds - 2010 Indenture | $ | — | — | $ | 608,688 | 6.75 | % | |||||
HHC Note(1) | 14,747 | 4.41 | % | 19,347 | 4.41 | % | ||||||
Unsecured Corporate Bonds - 1995 Indenture | — | — | 91,786 | 5.38 | % | |||||||
Corporate revolver | 55,000 | 4.5 | % | — | — | |||||||
Total unsecured debt | $ | 69,747 | 4.48 | % | $ | 719,821 | 6.51 | % | ||||
(1) Matures in December 2015. | ||||||||||||
(2) Excludes a market rate discount of $0.4 million that decreases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan. | ||||||||||||
(3) Excludes a net market rate premium of $9.8 million that increases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate premium amortizes as a reduction to interest expense over the life of the respective loan. | ||||||||||||
On February 14, 2013, the Company redeemed $91.8 million of the 5.38% unsecured corporate bonds due November 26, 2013. The bonds were redeemed in cash at the “Make-Whole Price”, as defined in the applicable indenture, plus accrued and unpaid interest up to, but excluding, the redemption date. We incurred debt extinguishment costs of $3.5 million in connection with the redemption, which is recorded within Loss on extinguishment of debt on our Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||
On May 1, 2013, the Company redeemed $608.7 million of the 6.75% unsecured corporate bonds due November 9, 2015. The bonds were redeemed in cash at the “Make-Whole Price”, as defined in the applicable indenture, plus accrued and unpaid interest up to, but excluding, the redemption date. We incurred debt extinguishment costs of $20.5 million in connection with the redemption, which is recorded within Loss on extinguishment of debt on our Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||
The unsecured corporate bonds had covenants, including ratios of secured debt-to-gross assets and total debt-to-gross assets that governed our ability to incur debt for certain assets. As a result of the redemptions of the unsecured corporate bonds, the Company and related assets are no longer subject to the unsecured corporate bonds’ covenants. | ||||||||||||
Our revolving credit facility (the “Facility”) provides for revolving loans of up to $1.0 billion. The Facility has an uncommitted accordion feature for a total facility of up to $1.3 billion. The Facility is scheduled to mature in April 2016 and is guaranteed by certain of our subsidiaries and secured by (i) a first-lien on the capital stock of certain of our subsidiaries and (ii) various additional collateral. Borrowings under the Facility bear interest at a rate equal to LIBOR plus 200 to 275 basis points which is determined by the Company’s leverage level. The Facility contains certain restrictive covenants which limit material changes in the nature of our business conducted, including but not limited to, mergers, dissolutions or liquidations, dispositions of assets, liens, incurrence of additional indebtedness, dividends, transactions with affiliates, prepayment of subordinated debt, negative pledges and changes in fiscal periods. In addition, we are required not to exceed a maximum net debt-to-value ratio, a maximum leverage ratio and a minimum net cash interest coverage ratio; we are not aware of any instances of non-compliance with such covenants as of September 30, 2013. $55.0 million was outstanding on the Facility, as of September 30, 2013 (Note 17). | ||||||||||||
Junior subordinated notes | ||||||||||||
GGP Capital Trust I, a Delaware statutory trust (the “Trust”) and a wholly-owned subsidiary of GGPLP, completed a private placement of $200.0 million of trust preferred securities (“TRUPS”) in 2006. The Trust also issued $6.2 million of common securities to GGPLP. The Trust used the proceeds from the sale of the TRUPS and common securities to purchase $206.2 million of floating rate Junior subordinated notes of GGPLP due 2041. Distributions on the TRUPS are equal to LIBOR plus 1.45%. Distributions are cumulative and accrue from the date of original issuance. The TRUPS mature on April 30, 2041, but may be redeemed beginning on April 30, 2011 if the Trust exercises its right to redeem a like amount of Junior subordinated notes. The Junior subordinated notes bear interest at LIBOR plus 1.45% and are fully recourse to the Company. Though the Trust is a wholly-owned subsidiary of GGPLP, we are not the primary beneficiary of the Trust and, accordingly, it is not consolidated for accounting purposes. We have recorded our Junior subordinated notes as a liability and our common equity interest in the Trust as prepaid expenses and other assets in our Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012. | ||||||||||||
Letters of Credit and Surety Bonds | ||||||||||||
We had outstanding letters of credit and surety bonds of $22.3 million as of September 30, 2013 and $21.7 million as of December 31, 2012. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. | ||||||||||||
We are not aware of any instances of non-compliance with our financial covenants related to our mortgages, notes and loans payable as of September 30, 2013 with the exception of two properties transferred to a special servicer. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
INCOME TAXES | ' |
INCOME TAXES | ' |
NOTE 8 INCOME TAXES | |
We have elected to be taxed as a REIT under the Internal Revenue Code. We intend to maintain REIT status. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of our ordinary taxable income and to either distribute capital gains to stockholders, or pay corporate income tax on the undistributed capital gains. In addition, the Company is required to meet certain asset and income tests. | |
As a REIT, we will generally not be subject to corporate level Federal income tax on taxable income we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income or property, and to Federal income and excise taxes on our undistributed taxable income. Generally, we are currently open to audit by the Internal Revenue Service for the years ended December 31, 2010 through 2012 and are open to audit by state taxing authorities for the years ended December 31, 2009 through 2012. | |
Based on our assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will change from those recorded at September 30, 2013, although such change is not expected to have a material effect on our consolidated financial position, results of operations or liquidity. |
WARRANTS
WARRANTS | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
WARRANTS | ' | |||||||
WARRANTS | ' | |||||||
NOTE 9 WARRANTS | ||||||||
Pursuant to the terms of the Investment Agreements, the Plan Sponsors and Blackstone were issued 120,000,000 warrants (the “Warrants”) to purchase common stock of GGP with an initial weighted average exercise price of $10.63. Each Warrant was originally recorded as a liability, as the holders of the Warrants could have required GGP to settle such Warrants in cash upon certain changes of control events. The Warrants were fully vested upon issuance. Each Warrant has a term of seven years and expires on November 9, 2017. Below is a summary of the Warrants initially received by the Plan Sponsors and Blackstone. | ||||||||
Initial | ||||||||
Initial Warrant Holder | Number of Warrants | Exercise Price | ||||||
Brookfield Investor | 57,500,000 | $ | 10.75 | |||||
Blackstone - B (2) | 2,500,000 | 10.75 | ||||||
Fairholme (2) | 41,070,000 | 10.5 | ||||||
Pershing Square (1) | 16,430,000 | 10.5 | ||||||
Blackstone - A (2) | 2,500,000 | 10.5 | ||||||
120,000,000 | ||||||||
(1) On December 31, 2012, the Pershing Square Warrants were purchased by the Brookfield Investor. | ||||||||
(2) On January 28, 2013, the Fairholme and Blackstone Warrants (A and B) were purchased by GGP. | ||||||||
The Brookfield Investor Warrants and the Blackstone Warrants (A and B) were immediately exercisable, while the Fairholme Warrants and the Pershing Square Warrants were exercisable (for the initial 6.5 years from the issuance) only upon 90 days prior notice, but there is no obligation to exercise at any point from the end of the 90 day notification period through maturity. | ||||||||
The exercise prices of the Warrants are subject to adjustment for future dividends, stock dividends, distribution of assets, stock splits or reverse splits of our common stock or certain other events. In accordance with the agreement, these calculations adjust both the exercise price and the number of shares issuable for the 120,000,000 Warrants that were initially issued to the Plan Sponsors. During 2012 and 2013, the number of shares issuable upon exercise of the outstanding Warrants changed as follows: | ||||||||
Exercise Price | ||||||||
Fairholme, Pershing | ||||||||
Record Date | Issuable Shares (1) | Brookfield Investor | Square and Blackstone | |||||
and Blackstone - B (2) | - A (2) (3) | |||||||
April 16, 2012 | 132,372,000 | 9.75 | 9.52 | |||||
July 16, 2012 | 133,116,000 | 9.69 | 9.47 | |||||
October 15, 2012 | 133,884,000 | 9.64 | 9.41 | |||||
December 14, 2012 | 134,640,000 | 9.58 | 9.36 | |||||
April 16, 2013 | 83,443,178 | 9.53 | 9.3 | |||||
July 16, 2013 | 83,945,892 | 9.47 | 9.25 | |||||
(1) Issuable shares as of April 16, 2013 exlcude the Fairholme and Blackstone A and B warrants purchased by GGPLP. | ||||||||
(2) On January 28, 2013, the Fairholme and Blackstone Warrants (A and B) were purchased by GGPLP. | ||||||||
(3) On December 31, 2012, the Pershing Square Warrants were purchased by the Brookfield Investor. | ||||||||
On December 31, 2012, the Brookfield Investor acquired all of the 16,430,000 Warrants held by Pershing Square for a purchase price of approximately $272 million. At the time of purchase, the Pershing Square Warrants were exercisable into approximately 10 million common shares of the Company at a weighted-average exercise price of approximately $9.36 per share, assuming net share settlement (i.e. receive shares in common stock equivalent to the intrinsic value of the warrant at the time of exercise). In connection with the transaction, Brookfield Investor and Pershing Square are required to abide by certain undertakings outlined in their Warrant Purchase Agreement dated December 31, 2012, which was filed on the same date. | ||||||||
On January 28, 2013, GGPLP acquired the 41,070,000 Warrants held by Fairholme and the 5,000,000 Warrants held by Blackstone for an aggregate purchase price of approximately $633 million. At the time of purchase, the GGPLP Warrants were exercisable into approximately 27 million common shares of the Company at a weighted-average exercise price of approximately $9.37 per share, assuming net share settlement. On March 26, 2013, GGPLP exercised its warrants and was issued approximately 27.5 million shares of GGP’s common stock, under net share settlement (See Note 11 for further discussion). | ||||||||
As a result of the transactions occurring on December 31, 2012, and January 28, 2013, the Brookfield Investor is now the sole third party owner of the Warrants. Brookfield Investor has the option for 57,500,000 Warrants to either full share settle (i.e. deliver cash for the exercise price of the Warrants in the amount of approximately $618 million in exchange for approximately 65,000,000 shares of common stock) or net share settle. The remaining 16,430,000 Warrants held by Brookfield Investor must be net share settled. As of September 30, 2013, Brookfield Investor’s Warrants are exercisable into approximately 43 million common shares of the Company, at a weighted-average exercise price of approximately $9.42 per share. Due to their ownership of the Warrants, Brookfield Investor’s potential ownership of the Company may change as a result of payments of dividends and changes in our stock price. | ||||||||
On March 28, 2013, we amended the warrant agreement to replace the right of warrant holders to receive cash from the Company under a change of control to the right to, instead, receive shares of the Company, changing the method of settlement. This amendment results in the classification of the Warrants as a component of permanent equity on our Consolidated Balance Sheets. Prior to the amendment, the Warrants were classified as a liability, due to the cash settlement feature, and marked to fair value, with changes in fair value recognized in earnings. As a result of the amendment, the fair value was determined as of March 28, 2013 with the change in fair value recognized in our Consolidated Statements of Operations and Comprehensive Income (Loss) and the determined fair value was reclassified to equity. | ||||||||
The estimated fair value of the Warrants was $895.5 million as of March 28, 2013 and $1.5 billion as of December 31, 2012. The fair value of the Warrants was estimated using the Black Scholes option pricing model using our stock price, the Warrant term, and Level 3 inputs (Note 2). As discussed above, the modification of the warrant agreement resulted in the classification of the Warrants as equity as of March 28, 2013. From December 31, 2012 through March 28, 2013, changes in the fair value of the Warrants were recognized in earnings. An increase in GGP’s common stock price or in the expected volatility of the Warrants would increase the fair value; whereas, a decrease in GGP’s common stock price or an increase in the lack of marketability would decrease the fair value. | ||||||||
The following table summarizes the change in fair value of the Warrants which is measured on a recurring basis using Level 3 inputs: | ||||||||
Nine Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Balance as of January 1, | $ | 1,488,196 | $ | 985,962 | ||||
Warrant liability adjustment | 40,546 | 413,081 | ||||||
Purchase of Warrants by GGPLP | (633,229 | ) | — | |||||
Reclassification to equity | (895,513 | ) | — | |||||
Balance as of September 30, | $ | — | $ | 1,399,043 | ||||
The following table summarizes the estimated fair value of the Warrants and significant observable and unobservable inputs used in the valuation as of March 28, 2013 and December 31, 2012: | ||||||||
March 28, 2013 | December 31, 2012 | |||||||
Fair value of Warrants | $ | 895,513 | $ | 1,488,196 | ||||
Observable Inputs | ||||||||
GGP stock price per share | $ | 19.88 | $ | 19.85 | ||||
Warrant term | 4.62 | 4.86 | ||||||
Unobservable Inputs | ||||||||
Expected volatility | 30 | % | 33 | % | ||||
Range of values considered | (15% - 65% | ) | (20% - 65% | ) | ||||
Discount for lack of marketability | 3 | % | 3 | % | ||||
Range of values considered | (3% - 7% | ) | (3% - 7% | ) |
EQUITY_AND_REDEEMABLE_NONCONTR
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ' | |||||||||||||
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ' | |||||||||||||
NOTE 10 EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ||||||||||||||
Allocation to Noncontrolling Interests | ||||||||||||||
Noncontrolling interests consists of the redeemable interests related to our common and preferred Operating Partnership units and the noncontrolling interest in our consolidated joint ventures. The following table reflects the activity included in the allocation to noncontrolling interests. | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Distributions to preferred Operating Partnership units | $ | (2,335 | ) | $ | (2,335 | ) | $ | (7,006 | ) | $ | (10,104 | ) | ||
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units) | (160 | ) | 1,603 | (1,555 | ) | 3,753 | ||||||||
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates | (876 | ) | (547 | ) | (2,146 | ) | 115 | |||||||
Allocation to noncontrolling interests | (3,371 | ) | (1,279 | ) | (10,707 | ) | (6,236 | ) | ||||||
Other comprehensive loss allocated to noncontrolling interests | (362 | ) | (5 | ) | (22 | ) | 233 | |||||||
Comprehensive loss allocated to noncontrolling interests | $ | (3,733 | ) | $ | (1,284 | ) | $ | (10,729 | ) | $ | (6,003 | ) | ||
Redeemable Noncontrolling Interests | ||||||||||||||
The minority interest related to the Common and Preferred Units of the Operating Partnership are presented as redeemable noncontrolling interests in our Consolidated Balance Sheets since it is possible we could be required, under certain events outside of our control, to redeem the securities for cash by the holders of the securities. | ||||||||||||||
The Common and Preferred Units of the Operating Partnership are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of the allocation of income or loss (and its share of other comprehensive income or loss) and dividends or their fair value as of each measurement date. The excess of the fair value over the carrying amount from period to period is recorded within Additional paid-in capital (loss) in our Consolidated Balance Sheets. Allocation to noncontrolling interests is presented as an adjustment to net income to arrive at net loss attributable to GGP. | ||||||||||||||
The common redeemable noncontrolling interests have been recorded at fair value for all periods presented. One tranche of preferred redeemable noncontrolling interests has been recorded at fair value, while the other tranches of preferred redeemable noncontrolling interests have been recorded at carrying value. | ||||||||||||||
Generally, the holders of the Common Units share in any distributions by the Operating Partnership with our common stockholders. However, the Operating Partnership agreement permits distributions solely to GGP if such distributions were required to allow GGP to comply with the REIT distribution requirements or to avoid the imposition of excise tax. Under certain circumstances, the conversion rate for each Common Unit is required to be adjusted to give effect to stock distributions. If the holders had requested redemption of the Common Units as of September 30, 2013, the aggregate amount of cash we would have paid would have been $123.8 million. | ||||||||||||||
The Operating Partnership issued Convertible Preferred Units that are convertible into Common Units of the Operating Partnership at the rates below (subject to adjustment). The holder may convert the Convertible Preferred Units into Common Units of the Operating Partnership at any time, subject to certain restrictions. The Common Units are convertible into common stock at a one-to-one ratio at the current stock price. | ||||||||||||||
Number of Common | Number of | Converted Basis to | Conversion Price | Redemption Value | ||||||||||
Units for each | Contractual | Common Units | ||||||||||||
Preferred Unit | Convertible | Outstanding as of | ||||||||||||
Preferred Units | September 30, 2013 | |||||||||||||
Outstanding as of | ||||||||||||||
September 30, 2013 | ||||||||||||||
Series B (1) | 3 | 1,279,715 | 3,991,799 | $ | 16.6667 | $ | 77,001,806 | |||||||
Series D | 1.50821 | 532,750 | 803,499 | 33.15188 | 26,637,502 | |||||||||
Series E | 1.29836 | 502,658 | 652,631 | 38.51 | 25,132,820 | |||||||||
$ | 128,772,128 | |||||||||||||
(1) The conversion price of Series B preferred units is lower than the GGP September 30, 2013 closing common stock price of $19.29. Therefore, a common stock price of $19.29 is used to calculate the Series B redemption value. | ||||||||||||||
The following table reflects the activity of the redeemable noncontrolling interests for the nine months ended September 30, 2013 and 2012. | ||||||||||||||
Balance at January 1, 2012 | $ | 223,795 | ||||||||||||
Net loss | (3,753 | ) | ||||||||||||
Distributions | (2,116 | ) | ||||||||||||
Cash redemption of operating partnership units | (1,134 | ) | ||||||||||||
Dividend for RPI Spin-Off | 3,137 | |||||||||||||
Other comprehensive loss | (233 | ) | ||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | 46,855 | |||||||||||||
Balance at September 30, 2012 | $ | 266,551 | ||||||||||||
Balance at January 1, 2013 | $ | 268,219 | ||||||||||||
Net income | 1,555 | |||||||||||||
Distributions | (2,343 | ) | ||||||||||||
Cash redemption of operating partnership units | (8,328 | ) | ||||||||||||
Other comprehensive loss | 22 | |||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | (6,566 | ) | ||||||||||||
Balance at September 30, 2013 | $ | 252,559 | ||||||||||||
Common Stock Dividend | ||||||||||||||
Our Board of Directors declared common stock dividends during 2013 and 2012 as follows: | ||||||||||||||
Declaration Date | Record Date | Payment Date | Dividend Per Share | |||||||||||
2013 | ||||||||||||||
July 29 | October 15 | October 29, 2013 | $ | 0.13 | ||||||||||
May 10 | July 16 | July 30, 2013 | 0.12 | |||||||||||
February 4 | April 16 | April 30, 2013 | 0.12 | |||||||||||
2012 | ||||||||||||||
November 20 | December 14 | January 4, 2013 | 0.11 | |||||||||||
July 31 | October 15 | October 29, 2012 | 0.11 | |||||||||||
April 26 | July 16 | July 30, 2012 | 0.1 | |||||||||||
February 23 | April 16 | April 30, 2012 | 0.1 | |||||||||||
Our Dividend Reinvestment Plan (“DRIP”) provides eligible holders of GGP’s common stock with a convenient method of increasing their investment in the Company by reinvesting all or a portion of cash dividends in additional shares of common stock. Eligible stockholders who enroll in the DRIP on or before the fourth business day preceding the record date for a dividend payment will be able to have that dividend reinvested. As a result of the DRIP elections, 21,106 shares were issued during the nine months ended September 30, 2013 and 2,866,019 shares were issued during the year ended September 30, 2012. | ||||||||||||||
Preferred Stock | ||||||||||||||
On February 13, 2013, we issued, in a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the “Preferred Stock”) at a price of $25.00 per share, resulting in net proceeds of $242.0 million after issuance costs. The Preferred Stock is recorded net of issuance costs within equity on our Consolidated Balance Sheets, and accrues a quarterly dividend at an annual rate of 6.375%. The dividend is paid in arrears in preference to dividends on our common stock, and reduces net income available to common stockholders, and therefore, earnings per share. | ||||||||||||||
The Preferred Stock does not have a stated maturity date but we may redeem the Preferred Stock after February 12, 2018, for $25.00 per share plus all accrued and unpaid dividends. We may redeem the Preferred Stock prior to February 12, 2018, in limited circumstances that preserve ownership limits and/or our status as a REIT, as well as during certain circumstances surrounding a change of control. Upon certain circumstances surrounding a change of control, holders of Preferred Stock may elect to convert each share of their Preferred Stock into a number of shares of GGP common stock equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 2.4679 common shares (subject to certain adjustments related to GGP common share splits, subdivisions, or combinations). | ||||||||||||||
On July 29, 2013, our Board of Directors declared a third quarter Preferred Stock dividend of $.03984 per share of Preferred Stock payable on October 1, 2013, to stockholders of record on September 13, 2013. | ||||||||||||||
On May 10, 2013, our Board of Directors declared a second quarter Preferred Stock dividend of $0.3984 per share of Preferred Stock payable on July 1, 2013, to stockholders of record on June 14, 2013. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
EARNINGS PER SHARE | ' | |||||||||||||
EARNINGS PER SHARE | ' | |||||||||||||
NOTE 11 EARNINGS PER SHARE | ||||||||||||||
Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of the Warrants, options, and their equivalents (including fixed awards and nonvested stock issued under stock-based compensation plans), are computed using the “treasury” method. | ||||||||||||||
Information related to our EPS calculations is summarized as follows: | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Numerators - Basic and Diluted: | ||||||||||||||
Income (loss) from continuing operations | $ | 31,040 | $ | (148,083 | ) | $ | 217,587 | $ | (437,653 | ) | ||||
Preferred Stock dividend | (3,984 | ) | — | (10,094 | ) | — | ||||||||
Allocation to noncontrolling interests | (3,372 | ) | (1,203 | ) | (10,581 | ) | (6,263 | ) | ||||||
Income (loss) from continuing operations - net of noncontrolling interests | 23,684 | (149,286 | ) | 196,912 | (443,916 | ) | ||||||||
Discontinued operations | (186 | ) | (58,525 | ) | 18,457 | (69,548 | ) | |||||||
Allocation to noncontrolling interests | 1 | (76 | ) | (126 | ) | 27 | ||||||||
Discontinued operations - net of noncontrolling interests | (185 | ) | (58,601 | ) | 18,331 | (69,521 | ) | |||||||
Net income (loss) | 30,854 | (206,608 | ) | 236,044 | (507,201 | ) | ||||||||
Preferred Stock dividend | (3,984 | ) | — | (10,094 | ) | — | ||||||||
Allocation to noncontrolling interests | (3,371 | ) | (1,279 | ) | (10,707 | ) | (6,236 | ) | ||||||
Net income (loss) attributable to common stockholders | $ | 23,499 | $ | (207,887 | ) | $ | 215,243 | $ | (513,437 | ) | ||||
Denominators: | ||||||||||||||
Weighted-average number of common shares outstanding - basic | 932,964 | 938,316 | 937,200 | 937,795 | ||||||||||
Effect of dilutive securities | 47,803 | — | 3,454 | — | ||||||||||
Weighted-average number of common shares outstanding - diluted | 980,767 | 938,316 | 940,654 | 937,795 | ||||||||||
Anti-dilutive Securities: | ||||||||||||||
Effect of Common Units | 6,417 | 6,860 | 6,469 | 6,855 | ||||||||||
Effect of Stock Options | — | 2,897 | — | 2,242 | ||||||||||
Effect of Warrants | — | 65,690 | 46,934 | 58,781 | ||||||||||
6,417 | 75,447 | 53,403 | 67,878 | |||||||||||
Options and Warrants were anti-dilutive for the three and nine months ended September 30, 2012, because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share. In addition, potentially dilutive shares related to the Warrants have been excluded from the denominator in the computation of diluted EPS for the nine months ended September 30, 2013 because they are anti-dilutive. Outstanding Common Units have also been excluded from the diluted earnings per share calculation because including such Common Units would also require that the share of income attributable to such Common Units be added back to net income therefore resulting in no effect on EPS. | ||||||||||||||
During the three months ended September 30, 2013, GGPLP repurchased 28,345,108 shares of GGP’s common stock, which are considered treasury shares for $566.9 million. Accordingly these shares have been excluded from the calculation of EPS, and are presented as issued, but not outstanding on our Consolidated Balance Sheets. | ||||||||||||||
At September 30, 2013, our consolidated subsidiary, GGPLP, owns 27,459,195 shares of GGP’s common stock. Accordingly, these shares have been excluded from the calculation of EPS, and are presented as issued, but not outstanding on our Consolidated Balance Sheets. As of December 31, 2012 GGPLP did not own any shares of GGP’s common stock. | ||||||||||||||
STOCKBASED_COMPENSATION_PLANS
STOCK-BASED COMPENSATION PLANS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
STOCK-BASED COMPENSATION PLANS | ' | |||||||||||||
STOCK-BASED COMPENSATION PLANS | ' | |||||||||||||
NOTE 12 STOCK-BASED COMPENSATION PLANS | ||||||||||||||
The General Growth Properties, Inc. 2010 Equity Plan (the ‘‘Equity Plan’’) reserved for issuance of 4% of outstanding shares on a fully diluted basis. The Equity Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, the ‘‘Awards’’). Directors, officers and other employees of GGP’s and its subsidiaries and affiliates are eligible for the Awards. | ||||||||||||||
Compensation expense related to stock-based compensation plans for the three and nine months ended September 30, 2013 and 2012 is summarized in the following table: | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Stock options - Property management and other costs | $ | 1,367 | $ | 732 | $ | 3,702 | $ | 2,402 | ||||||
Stock options - General and administrative | 2,439 | 1,593 | 7,053 | 4,704 | ||||||||||
Restricted stock - Property management and other costs | 440 | 372 | 1,255 | 1,269 | ||||||||||
Restricted stock - General and administrative | 1,805 | 1,982 | 5,424 | 5,948 | ||||||||||
Total | $ | 6,051 | $ | 4,679 | $ | 17,434 | $ | 14,323 | ||||||
The following tables summarize stock option activity for the nine months ended September 30, 2013 and 2012: | ||||||||||||||
2013 | 2012 | |||||||||||||
Weighted | Weighted | |||||||||||||
Average | Average | |||||||||||||
Exercise | Exercise | |||||||||||||
Shares | Price | Shares | Price | |||||||||||
Stock options Outstanding at January 1, | 9,692,499 | $ | 13.59 | 11,503,869 | $ | 15.65 | ||||||||
Granted | 5,971,108 | 19.25 | — | — | ||||||||||
Exercised | (309,220 | ) | 14.32 | (386,029 | ) | 13.56 | ||||||||
Forfeited | (233,302 | ) | 14.22 | (351,856 | ) | 14.65 | ||||||||
Expired | (21,510 | ) | 15.36 | (499,088 | ) | 46.39 | ||||||||
Stock options Outstanding at September 30, | 15,099,575 | $ | 15.78 | 10,266,896 | $ | 13.64 | ||||||||
There was no significant restricted stock activity for the three and nine months ended September 30, 2013 and 2012. |
PREPAID_EXPENSES_AND_OTHER_ASS
PREPAID EXPENSES AND OTHER ASSETS | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
PREPAID EXPENSES AND OTHER ASSETS | ' | |||||||||||||||||||
PREPAID EXPENSES AND OTHER ASSETS | ' | |||||||||||||||||||
NOTE 13 PREPAID EXPENSES AND OTHER ASSETS | ||||||||||||||||||||
The following table summarizes the significant components of prepaid expenses and other assets. | ||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Gross Asset | Accumulated | Balance | Gross Asset | Accumulated | Balance | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
Intangible assets: | ||||||||||||||||||||
Above-market tenant leases, net | $ | 1,043,588 | $ | (455,549 | ) | $ | 588,039 | $ | 1,230,117 | $ | (425,837 | ) | $ | 804,280 | ||||||
Below-market ground leases, net | 164,063 | (12,539 | ) | 151,524 | 169,539 | (9,825 | ) | 159,714 | ||||||||||||
Real estate tax stabilization agreement, net | 111,506 | (18,256 | ) | 93,250 | 111,506 | (13,523 | ) | 97,983 | ||||||||||||
Total intangible assets | $ | 1,319,157 | $ | (486,344 | ) | $ | 832,813 | $ | 1,511,162 | $ | (449,185 | ) | $ | 1,061,977 | ||||||
Remaining Prepaid expenses and other assets: | ||||||||||||||||||||
Security and escrow deposits | 195,581 | 181,481 | ||||||||||||||||||
Prepaid expenses | 70,618 | 54,514 | ||||||||||||||||||
Other non-tenant receivables | 5,988 | 12,450 | ||||||||||||||||||
Deferred tax, net of valuation allowances | 1,118 | 902 | ||||||||||||||||||
Other | 14,167 | 18,141 | ||||||||||||||||||
Total remaining Prepaid expenses and other assets | 287,472 | 267,488 | ||||||||||||||||||
Total Prepaid expenses and other assets | $ | 1,120,285 | $ | 1,329,465 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | |||||||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | |||||||||||||||||||
NOTE 14 ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||||||||||||||||
The following table summarizes the significant components of accounts payable and accrued expenses. | ||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Gross Liability | Accumulated | Balance | Gross Liability | Accumulated | Balance | |||||||||||||||
Accretion | Accretion | |||||||||||||||||||
Intangible liabilities: | ||||||||||||||||||||
Below-market tenant leases, net | $ | 628,706 | $ | (256,771 | ) | $ | 371,935 | $ | 725,878 | $ | (251,896 | ) | $ | 473,982 | ||||||
Above-market headquarters office leases, net | 15,268 | (4,696 | ) | 10,572 | 15,268 | (3,393 | ) | 11,875 | ||||||||||||
Above-market ground leases, net | 9,756 | (1,087 | ) | 8,669 | 9,756 | (805 | ) | 8,951 | ||||||||||||
Total intangible liabilities | $ | 653,730 | $ | (262,554 | ) | $ | 391,176 | $ | 750,902 | $ | (256,094 | ) | $ | 494,808 | ||||||
Remaining Accounts payable and accrued expenses: | ||||||||||||||||||||
Accrued interest | 78,920 | 185,461 | ||||||||||||||||||
Accounts payable and accrued expenses | 103,575 | 147,386 | ||||||||||||||||||
Accrued real estate taxes | 108,316 | 69,955 | ||||||||||||||||||
Deferred gains/income | 90,365 | 99,861 | ||||||||||||||||||
Accrued payroll and other employee liabilities | 56,431 | 34,802 | ||||||||||||||||||
Construction payable | 93,645 | 80,225 | ||||||||||||||||||
Tenant and other deposits | 21,627 | 22,870 | ||||||||||||||||||
Insurance reserve liability | 16,671 | 15,796 | ||||||||||||||||||
Capital lease obligations | 12,855 | 13,292 | ||||||||||||||||||
Conditional asset retirement obligation liability | 10,952 | 12,134 | ||||||||||||||||||
Uncertain tax position liability | 5,906 | 5,873 | ||||||||||||||||||
Other | 15,759 | 29,768 | ||||||||||||||||||
Total remaining Accounts payable and accrued expenses | 615,022 | 717,423 | ||||||||||||||||||
Total Accounts payable and accrued expenses | $ | 1,006,198 | $ | 1,212,231 |
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2013 | |
LITIGATION | ' |
LITIGATION | ' |
NOTE 15 LITIGATION | |
In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. | |
Urban Litigation | |
In October 2004, certain limited partners (the “Urban Plaintiffs”) of Urban Shopping Centers, L.P. (“Urban”) filed a lawsuit against Urban’s general partner, Head Acquisition, L.P. (“Head”), as well as TRCLP, Simon Property Group, Inc., Westfield America, Inc., and various of their affiliates, including Head’s general partners (collectively, the “Urban Defendants”), in Circuit Court in Cook County, Illinois. The Predecessor, GGPLP and other affiliates were later included as Urban Defendants. The lawsuit alleges, among other things, that the Urban Defendants breached the Urban partnership agreement, unjustly enriched themselves through misappropriation of partnership opportunities, failed to grow the partnership, breached their fiduciary duties, and tortiously interfered with several contractual relationships. The plaintiffs seek relief in the form of unspecified monetary damages and equitable relief requiring, among other things, the Urban Defendants, including the Predecessor and its affiliates, to engage in certain future transactions through the Urban Partnership. On June 24, 2013, the court held oral argument on the parties’ cross-motions for partial summary judgment. The court has scheduled a status conference for November 7, 2013, and has indicated that a decision on the motions will be forthcoming by that date. At this time, no new trial date has been scheduled. As a result of our consideration of the risks associated with this matter as well as discussions with counsel, the Company has concluded that we cannot reasonably estimate a possible range of potential loss related to the Urban Plaintiffs’ lawsuit due to the broad spectrum of monetary and non-monetary remedies that may result from the outcome of the matter and the difficulty in calculating and allocating damages (if any) among the defendants. Therefore, no liability has been accrued and no range of loss has been disclosed as of September 30, 2013. | |
John Schreiber, one of our former directors, serves on the board of directors of, and is an investor in, an entity that is a principal investor in the Urban Plaintiffs, and is himself an investor in the Urban Plaintiffs and, therefore, has a financial interest in the outcome of the litigation that may be adverse to us. | |
Default Interest | |
Pursuant to the Plan, the Company cured and reinstated that certain note (the “Homart Note”) in the original principal amount of $254.0 million between GGPLP and The Comptroller of the State of New York as Trustee of the Common Retirement Fund (“CRF”) by payment in cash of accrued interest at the contractual non-default rate. CRF, however, contended that the Company’s bankruptcy caused the Company to default under the Homart Note and, therefore, post-petition interest accrued under the Homart Note at the contractual default rate was due for the period June 1, 2009 until November 9, 2010. On June 16, 2011, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) ruled in favor of CRF, and, on June 22, 2011, the Company elected to satisfy the Homart Note in full by paying CRF the outstanding default interest and principal amount on the Homart Note totaling $246.0 million. As a result of the ruling, the Company incurred and paid $11.7 million of default interest expense during the year ended December 31, 2011. The Company appealed the Bankruptcy Court’s order and reserved its right to recover the payment of default interest. On March 13, 2013, the parties reached a settlement. In exchange for the Company’s dismissal of its appeal, CRF waived all claims to attorneys’ fees. | |
Pursuant to the Plan, the Company agreed to pay to the holders of claims (the “2006 Lenders”) under a revolving and term loan facility (the “2006 Credit Facility”) the principal amount of their claims outstanding of approximately $2.6 billion plus post-petition interest at the contractual non-default rate. However, the 2006 Lenders asserted that they were entitled to receive interest at the contractual default rate. In July 2011, the Bankruptcy Court ruled in favor of the 2006 Lenders. The Company had accrued $96.1 million as of December 31, 2012. The Company appealed the Bankruptcy Court ruling, and on March 13, 2013, the parties reached a settlement. In exchange for the Company’s dismissal of its appeal, and a payment by the Company of $97.4 million, the 2006 Lenders waived all claim to attorneys’ fees. | |
Tax Indemnification Liability | |
Pursuant to the Investment Agreements, the Successor has indemnified HHC from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which HHC and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes (as defined in the Investment Agreements) in an amount up to $303.8 million. Under certain circumstances, we agreed to be responsible for interest or penalties attributable to such MPC Taxes in excess of the $303.8 million. As a result of this indemnity, The Howard Hughes Company, LLC and Howard Hughes Properties, Inc. filed petitions in the United States Tax Court on May 6, 2011, contesting this liability for the 2007 and 2008 years and a trial was held in early November 2012. The Internal Revenue Service has opened an audit for these two taxpayers for 2009 through 2011 with respect to MPC Taxes. We have accrued $303.6 million as of September 30, 2013 and $303.8 million as of December 31, 2012 related to the tax indemnification liability. In addition, we have accrued $21.6 million of interest related to the tax indemnification liability in accounts payable and accrued expenses on our Consolidated Balance Sheets as of September 30, 2013, and December 31, 2012. As a result of our consideration of the risks associated with this matter, as well as discussions with counsel, the Company believes that the aggregate liability recorded of $325.2 million represents management’s best estimate of our liability as of September 30, 2013 and that the probability that we will incur a loss in excess of this amount is remote. It is possible that we may make payments on the tax indemnification liability in the next twelve months. We do not expect that these payments will exceed the tax indemnification liability accrued as of September 30, 2013. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
COMMITMENTS AND CONTINGENCIES | ' | |||||||||||||
COMMITMENTS AND CONTINGENCIES | ' | |||||||||||||
NOTE 16 COMMITMENTS AND CONTINGENCIES | ||||||||||||||
We lease land or buildings at certain properties from third parties. The leases generally provide us with a right of first refusal in the event of a proposed sale of the property by the landlord. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. The following is a summary of our contractual rental expense as presented in our Consolidated Statements of Operations and Comprehensive Income (Loss): | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Contractual rent expense, including participation rent | $ | 3,396 | $ | 3,411 | $ | 10,456 | $ | 10,200 | ||||||
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent | 2,190 | 2,141 | 6,798 | 6,387 | ||||||||||
See Note 8 and Note 15 for our obligations related to uncertain tax positions and for disclosure of additional contingencies. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 17 SUBSEQUENT EVENTS | |
According to Sandeep Mathrani’s employment agreement that was entered into in October 2010 and amended on October 31, 2012, he was granted 1,500,000 shares of restricted common stock, which vest one third on the first anniversary and two thirds on third anniversary of the grant date. On October 31, 2013, the Compensation Committee amended the vesting provision set forth in the employment agreement so that the remaining 1,000,000 shares of restricted stock vest in November 2014. There was no change in compensation expense as a result of the award vesting modification. | |
On October 28, 2013, our Board of Directors declared a third quarter common stock dividend of $0.14 per share of common stock payable on January 2, 2014, to stockholders of record on December 13, 2013. | |
On October 28, 2013, our Board of Directors declared a third quarter Preferred Stock dividend of $0.3984 per share of Preferred Stock payable on January 2, 2014, to stockholders of record on December 13, 2013. | |
On October 24, 2013, the Company acquired 200 Lafayette Street in New York, New York for $148.8 million. | |
On October 23, 2013, the Company amended the Facility. As part of this amendment, the Company extended the maturity date from April 2016 to October 2018. The Facility is unsecured. The interest rate for borrowings has decreased from the range LIBOR plus 200 to 275 to the range LIBOR plus 132.5 to 195 basis points, which is determined by the Company’s leverage level. | |
On October 18, 2013, the Company sold Eden Prairie Mall in Eden Prairie, Minnesota for $100.0 million. The Company netted approximately $19.0 million in proceeds after closing costs and the repayment of approximately $71.6 million of mortgage note secured by the property. | |
On October 9, 2013, the Company acquired 830 North Michigan Avenue in Chicago, Illinois for $166.0 million. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
Principles of Consolidation and Basis of Presentation | ' | |||||||||||||
Principles of Consolidation and Basis of Presentation | ||||||||||||||
The accompanying consolidated financial statements include the accounts of GGP, our subsidiaries and joint ventures in which we have a controlling interest. For consolidated joint ventures, the noncontrolling partner’s share of the assets, liabilities and operations of the joint ventures (generally computed as the joint venture partner’s ownership percentage) is included in noncontrolling interests in consolidated real estate affiliates as permanent equity of the Company. Intercompany balances and transactions have been eliminated. | ||||||||||||||
We operate in a single reportable segment which includes the operation, development and management of retail and other rental properties, primarily regional malls. Our portfolio of regional malls represents a collection of retail properties that are targeted to a range of market sizes and consumer tastes. Each of our operating properties is considered a separate operating segment, as each property earns revenues and incurs expenses, individual operating results are reviewed and discrete financial information is available. We do not distinguish or group our consolidated operations based on geography, size or type. Our operating properties have similar economic characteristics and provide similar products and services to our tenants. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues. As a result, the Company’s operating properties are aggregated into a single reportable segment. | ||||||||||||||
Reclassifications | ' | |||||||||||||
Reclassifications | ||||||||||||||
Certain prior period amounts included in the Consolidated Statements of Operations and Comprehensive Income (Loss) and related footnotes associated with properties we have disposed of have been reclassified to discontinued operations for all periods presented. Also, we have separately presented certain amounts within our Consolidated Statements of Cash Flows which were previously combined in the line Acquisition/development of real estate and property additions/improvements. The $584.2 million originally presented has been reclassified as Acquisition of real estate and property additions for $377.0 million, and Development of real estate and property improvements for $207.2 million, to conform to the current year presentation. | ||||||||||||||
Properties | ' | |||||||||||||
Properties | ||||||||||||||
Real estate assets are stated at cost less any provisions for impairments. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and internal costs associated with leasing and development overhead incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and internal costs associated with leasing and development overhead are amortized over lives which are consistent with the related assets. | ||||||||||||||
Pre-development costs, which generally include legal and professional fees and other third-party costs directly related to the construction assets, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable of occurring, the capitalized costs are expensed (see also our impairment policies in this note below). | ||||||||||||||
The estimated useful lives of our properties are determined so as to allocate as equitably as possible the depreciation or amortization expense for which services are to be obtained from the use of each property. We periodically review the estimated useful lives of our properties. In connection with our recent review, we identified certain properties where we determined the estimated useful lives should be shortened based upon our current assessment. Therefore, we have prospectively reduced the remaining useful lives to reflect the life over which we expect to obtain services from the use of each of these properties. The estimated useful lives of our properties range from 10-30 years. | ||||||||||||||
Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: | ||||||||||||||
Years | ||||||||||||||
Buildings and improvements | Oct-45 | |||||||||||||
Equipment and fixtures | 20-Mar | |||||||||||||
Tenant improvements | Shorter of useful life or applicable lease term | |||||||||||||
Acquisitions of Operating Properties | ' | |||||||||||||
Acquisitions of Operating Properties | ||||||||||||||
Acquisitions of properties are accounted for utilizing the acquisition method of accounting and, accordingly, the results of operations of acquired properties have been included in the results of operations from the respective dates of acquisition. Estimates of future cash flows and other valuation techniques are used to allocate the purchase price of acquired property between land, buildings and improvements, equipment, assumed debt liabilities and identifiable intangible assets and liabilities such as amounts related to in-place tenant leases, acquired above and below-market tenant and ground leases, and tenant relationships. | ||||||||||||||
Identifiable intangible assets and liabilities are calculated for above-market and below-market tenant and ground leases where we are either the lessor or the lessee. The difference between the contractual rental rates and our estimate of market rental rates is measured over a period equal to the remaining non-cancelable term of the leases, including significantly below-market renewal options for which exercise of the renewal option appears to be reasonably assured. The remaining term of leases with renewal options at terms significantly below market reflect the assumed exercise of such below-market renewal options and assume the amortization period would coincide with the extended lease term. | ||||||||||||||
No significant value has been ascribed to tenant relationships. | ||||||||||||||
The gross asset balances of the in-place value of tenant leases are included in buildings and equipment in our Consolidated Balance Sheets. | ||||||||||||||
Gross Asset | Accumulated | Net Carrying | ||||||||||||
Amortization | Amount | |||||||||||||
As of September 30, 2013 | ||||||||||||||
Tenant leases: | ||||||||||||||
In-place value | $ | 811,315 | $ | (403,526 | ) | $ | 407,789 | |||||||
As of December 31, 2012 | ||||||||||||||
Tenant leases: | ||||||||||||||
In-place value | $ | 972,495 | $ | (423,492 | ) | $ | 549,003 | |||||||
The above-market tenant leases and below-market ground leases are included in Prepaid expenses and other assets (Note 13); the below-market tenant leases, above-market ground leases and above-market headquarters office lease are included in Accounts payable and accrued expenses (Note 14) in our Consolidated Balance Sheets. | ||||||||||||||
Amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, had the following effects on our Income (loss) from continuing operations: | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Amortization/accretion effect on continuing operations | $ | (61,383 | ) | $ | (83,704 | ) | $ | (189,523 | ) | $ | (264,813 | ) | ||
Future amortization/accretion of all intangibles, including the intangibles in Note 13 and Note 14, is estimated to decrease results from continuing operations as follows: | ||||||||||||||
Year | Amount | |||||||||||||
2013 Remaining | $ | 52,423 | ||||||||||||
2014 | 179,862 | |||||||||||||
2015 | 147,076 | |||||||||||||
2016 | 114,744 | |||||||||||||
2017 | 85,564 | |||||||||||||
Management Fees and Other Corporate Revenues | ' | |||||||||||||
Management Fees and Other Corporate Revenues | ||||||||||||||
Management fees and other corporate revenues primarily represent management and leasing fees, development fees, financing fees, and fees for other ancillary services performed for the benefit of certain of the Unconsolidated Real Estate Affiliates. Management fees are reported at 100% of the revenue earned from the joint venture in Management fees and other corporate revenues on our Consolidated Statements of Operations and Comprehensive Income (Loss). Our share of the management fee expense incurred by the Unconsolidated Real Estate Affiliates is reported within Equity in income of Unconsolidated Real Estate Affiliates on our Consolidated Statements of Operations and Comprehensive Income (Loss) and in Property management and other costs in the Condensed Combined Statements of Income in Note 6. The following table summarizes the management fees from affiliates and our share of the management fee expense: | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Management fees from affiliates | $ | 17,324 | $ | 17,565 | $ | 50,463 | $ | 54,445 | ||||||
Management fee expense | (6,534 | ) | (5,375 | ) | (18,651 | ) | (17,054 | ) | ||||||
Net management fees from affiliates | $ | 10,790 | $ | 12,190 | $ | 31,812 | $ | 37,391 | ||||||
Impairment | ' | |||||||||||||
Impairment | ||||||||||||||
Operating properties | ||||||||||||||
We regularly review our consolidated properties for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income, significant decreases in occupancy percentage, debt maturities, management’s intent with respect to the properties and prevailing market conditions. | ||||||||||||||
If an indicator of potential impairment exists, the property is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the property over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the property, is depreciated over the remaining useful life of the property. | ||||||||||||||
Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and construction in progress, are assessed by project and include, but are not limited to, significant changes in the Company’s plans with respect to the project, significant changes in projected completion dates, tenant demand, anticipated revenues or cash flows, development costs, market factors and sustainability of development projects. | ||||||||||||||
Impairment charges are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) when the carrying value of a property is not recoverable and it exceeds the estimated fair value of the property, which can occur in accounting periods preceding disposition and / or in the period of disposition. | ||||||||||||||
Although we may market a property for sale, there can be no assurance that the transaction will be complete until the sale is finalized. However, GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. If we cannot recover the carrying value of these properties within the planned holding period, we will estimate the fair values of the assets and record impairment charges for properties when the estimated fair value is less than their carrying value. | ||||||||||||||
There were no provisions for impairment for the three and nine months ended September 30, 2013 included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). During the nine months ended September 30, 2013, we recorded $5.0 million of impairment charges in discontinued operations in our Consolidated Statements of Operations and Comprehensive Income (Loss), which was incurred as a result of the sale of two operating properties. One of the operating properties was previously transferred to a special servicer and was sold in a lender-directed sale in full satisfaction of the related debt. This resulted in the recognition of a gain on extinguishment of debt of $25.9 million (Note 4). The other operating property was a regional mall that was sold for less than its carrying value. | ||||||||||||||
During the three and nine months ended September 30, 2012, we recorded $32.1 million of impairment charges included in continuing operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). This impairment charge related to one regional mall and was recorded because the estimated fair value of the property, based on our discounted cash flow analysis, was less than the carrying value of the property. During the three months ended September 30, 2012, we recorded $66.2 million of impairment charges in discontinued operations of our Consolidated Statements of Operations and Comprehensive Income (Loss). These charges related to two regional malls, two office properties, and two operating properties. During the nine months ended September 30, 2012, we recorded $76.6 million of impairment charges in discontinued operations of our Consolidated Statement of Operations and Comprehensive Income (Loss), which related to two regional malls, two office properties, and four operating properties. | ||||||||||||||
Investment in Unconsolidated Real Estate Affiliates | ||||||||||||||
A series of operating losses of an investee or other factors may indicate that an other-than-temporary decline in value of our investment in an Unconsolidated Real Estate Affiliate has occurred. The investment in each of the Unconsolidated Real Estate Affiliates is evaluated for valuation declines below the carrying amount. Accordingly, in addition to the property-specific impairment analysis that we perform for such joint ventures (as part of our operating property impairment process described above), we also considered whether there were other-than-temporary declines with respect to the carrying values of our Unconsolidated Real Estate Affiliates. No impairments related to our investments in Unconsolidated Real Estate Affiliates were recognized for the three and nine months ended September 30, 2013 and 2012. | ||||||||||||||
General | ||||||||||||||
Impairment charges could be taken in the future if economic conditions change or if the plans regarding our assets change. Therefore, we can provide no assurance that material impairment charges with respect to our assets, including operating properties, construction in progress and investments in Unconsolidated Real Estate Affiliates, will not occur in future periods. We will continue to monitor circumstances and events in future periods to determine whether impairments are warranted. | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ||||||||||||||
The accounting principles for fair value measurements establish 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 for identical assets or liabilities 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 impairment section above includes a discussion of all impairments recognized during the nine months ended September 30, 2013 and 2012 that were based on Level 2 inputs. Note 5 includes a discussion of properties measured at fair value on a non-recurring basis using Level 2 and Level 3 inputs and the fair value of debt, which is estimated on a recurring basis using Level 2 and Level 3 inputs. Note 9 includes a discussion of our outstanding warrant liability, which was previously measured at fair value using Level 3 inputs. Note 10 includes a discussion of certain redeemable noncontrolling interests that are measured at fair value using Level 1 inputs. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||
Schedule of depreciation or amortization expense computed using the straight-line method based upon the estimated useful lives | ' | |||||||||||||
Years | ||||||||||||||
Buildings and improvements | Oct-45 | |||||||||||||
Equipment and fixtures | 20-Mar | |||||||||||||
Tenant improvements | Shorter of useful life or applicable lease term | |||||||||||||
Schedule of gross asset balances of the in-place value of tenant leases | ' | |||||||||||||
Gross Asset | Accumulated | Net Carrying | ||||||||||||
Amortization | Amount | |||||||||||||
As of September 30, 2013 | ||||||||||||||
Tenant leases: | ||||||||||||||
In-place value | $ | 811,315 | $ | (403,526 | ) | $ | 407,789 | |||||||
As of December 31, 2012 | ||||||||||||||
Tenant leases: | ||||||||||||||
In-place value | $ | 972,495 | $ | (423,492 | ) | $ | 549,003 | |||||||
Schedule of effects of amortization/accretion of all intangibles on Income (loss) from continuing operations | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Amortization/accretion effect on continuing operations | $ | (61,383 | ) | $ | (83,704 | ) | $ | (189,523 | ) | $ | (264,813 | ) | ||
Schedule of future amortization/accretion of all intangibles, estimated to decrease results from continuing operations | ' | |||||||||||||
Year | Amount | |||||||||||||
2013 Remaining | $ | 52,423 | ||||||||||||
2014 | 179,862 | |||||||||||||
2015 | 147,076 | |||||||||||||
2016 | 114,744 | |||||||||||||
2017 | 85,564 | |||||||||||||
Summary of management fees from affiliates and the entity's share of the management fee expense | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Management fees from affiliates | $ | 17,324 | $ | 17,565 | $ | 50,463 | $ | 54,445 | ||||||
Management fee expense | (6,534 | ) | (5,375 | ) | (18,651 | ) | (17,054 | ) | ||||||
Net management fees from affiliates | $ | 10,790 | $ | 12,190 | $ | 31,812 | $ | 37,391 |
ACQUISITIONS_AND_JOINT_VENTURE1
ACQUISITIONS AND JOINT VENTURE ACTIVITY (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
The Grand Canal Shoppes and The Shoppes at The Palazzo | ' | ||||
ACQUISITIONS AND JOINT VENTURE ACTIVITY | ' | ||||
Schedule of gains from changes in control of investment properties recognized on the entity's Consolidated Statements of Operations and Comprehensive Income (Loss) | ' | ||||
Cash received from joint venture partner | $ | 411,476 | |||
Proportionate share of previous investment in The Grand Canal Shoppes and The Shoppes at The Palazzo | (211,468 | ) | |||
Gain from change in control of investment property | $ | 200,008 | |||
Quail Springs Mall | ' | ||||
ACQUISITIONS AND JOINT VENTURE ACTIVITY | ' | ||||
Schedule of gains from changes in control of investment properties recognized on the entity's Consolidated Statements of Operations and Comprehensive Income (Loss) | ' | ||||
Total fair value of net assets acquired | $ | 110,893 | |||
Previous investment in Quail Springs Mall | (35,610 | ) | |||
Cash paid to acquire our joint venture partner’s interest | (55,507 | ) | |||
Gains from changes in control of investment properties | $ | 19,776 | |||
Summary of preliminary allocation of purchase price to net assets acquired at the date of acquisition | ' | ||||
Investment in real estate, including intangible assets and liabilities | $ | 186,627 | |||
Fair value of debt | (77,204 | ) | |||
Net working capital | 1,470 | ||||
Net assets acquired | $ | 110,893 |
DISCONTINUED_OPERATIONS_AND_GA1
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES | ' | |||||||||||||
Summary of operations of the properties included in discontinued operations | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Retail and other revenue | $ | 114 | $ | 15,271 | $ | 1,628 | $ | 70,730 | ||||||
Total revenues | 114 | 15,271 | 1,628 | 70,730 | ||||||||||
Retail and other operating expenses | 279 | 15,526 | 1,766 | 56,233 | ||||||||||
Provisions for impairment and other gains | — | 66,188 | 4,975 | 76,581 | ||||||||||
Total expenses | 279 | 81,714 | 6,741 | 132,814 | ||||||||||
Operating income (loss) | (165 | ) | (66,443 | ) | (5,113 | ) | (62,084 | ) | ||||||
Interest expense, net | 62 | (5,294 | ) | (1,475 | ) | (20,478 | ) | |||||||
Gain on debt extinguishment | — | — | 25,894 | — | ||||||||||
Net income (loss) from operations | (103 | ) | (71,737 | ) | 19,306 | (82,562 | ) | |||||||
Provision for income taxes | — | — | — | (23 | ) | |||||||||
Losses on dispositions | (83 | ) | 13,212 | (849 | ) | 13,037 | ||||||||
Net (loss) income from discontinued operations | $ | (186 | ) | $ | (58,525 | ) | $ | 18,457 | $ | (69,548 | ) |
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
FAIR VALUE | ' | |||||||||||||
Schedule of components of debt eligible for Fair Value option and similar items not eligible for Fair Value option | ' | |||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||
Carrying Amount(1) | Estimated Fair | Carrying Amount(1) | Estimated Fair | |||||||||||
Value | Value | |||||||||||||
Fixed-rate debt | $ | 13,908,625 | $ | 13,842,305 | $ | 14,954,601 | $ | 16,190,518 | ||||||
Variable-rate debt | 1,655,000 | 1,689,699 | 1,012,265 | 1,040,687 | ||||||||||
$ | 15,563,625 | $ | 15,532,004 | $ | 15,966,866 | $ | 17,231,205 | |||||||
(1) Includes market rate adjustments. |
UNCONSOLIDATED_REAL_ESTATE_AFF1
UNCONSOLIDATED REAL ESTATE AFFILIATES (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
UNCONSOLIDATED REAL ESTATE AFFILIATES | ' | |||||||||||||
Schedule of financial information for entity's Unconsolidated Real Estate Affiliates, including our investment in Aliansce | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
(Dollars in thousands) | ||||||||||||||
Condensed Combined Balance Sheets - Unconsolidated Real Estate Affiliates | ||||||||||||||
Assets: | ||||||||||||||
Land | $ | 970,599 | $ | 960,335 | ||||||||||
Buildings and equipment | 8,591,133 | 7,658,965 | ||||||||||||
Less accumulated depreciation | (2,239,402 | ) | (2,080,361 | ) | ||||||||||
Construction in progress | 143,440 | 173,419 | ||||||||||||
Net property and equipment | 7,465,770 | 6,712,358 | ||||||||||||
Investments in unconsolidated joint ventures | — | 1,201,044 | ||||||||||||
Net investment in real estate | 7,465,770 | 7,913,402 | ||||||||||||
Cash and cash equivalents | 291,657 | 485,387 | ||||||||||||
Accounts and notes receivable, net | 174,125 | 167,548 | ||||||||||||
Deferred expenses, net | 240,495 | 298,050 | ||||||||||||
Prepaid expenses and other assets | 160,403 | 140,229 | ||||||||||||
Total assets | $ | 8,332,450 | $ | 9,004,616 | ||||||||||
Liabilities and Owners’ Equity: | ||||||||||||||
Mortgages, notes and loans payable | $ | 6,504,341 | $ | 6,463,377 | ||||||||||
Accounts payable, accrued expenses and other liabilities | 292,652 | 509,064 | ||||||||||||
Cumulative effect of foreign currency translation (“CFCT”) | (17,863 | ) | (158,195 | ) | ||||||||||
Owners’ equity, excluding CFCT | 1,553,320 | 2,190,370 | ||||||||||||
Total liabilities and owners’ equity | $ | 8,332,450 | $ | 9,004,616 | ||||||||||
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: | ||||||||||||||
Owners’ equity | $ | 1,535,457 | $ | 2,032,175 | ||||||||||
Less: joint venture partners’ equity | (784,034 | ) | (1,105,457 | ) | ||||||||||
Plus: excess investment/basis differences | 1,693,578 | 1,939,153 | ||||||||||||
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net | $ | 2,445,001 | $ | 2,865,871 | ||||||||||
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: | ||||||||||||||
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates | $ | 2,461,847 | $ | 2,865,871 | ||||||||||
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates | (16,846 | ) | — | |||||||||||
Investment in and loans to/from Unconsolidated Real Estate Affiliates, net | $ | 2,445,001 | $ | 2,865,871 | ||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||
Condensed Combined Statements of Income - Unconsolidated Real Estate Affiliates | ||||||||||||||
Revenues: | ||||||||||||||
Minimum rents | $ | 196,941 | $ | 176,020 | $ | 564,339 | $ | 531,995 | ||||||
Tenant recoveries | 84,872 | 74,767 | 244,161 | 225,059 | ||||||||||
Overage rents | 7,020 | 4,553 | 15,443 | 12,099 | ||||||||||
Management and other fees | — | — | — | — | ||||||||||
Other | 8,075 | 7,067 | 22,947 | 20,923 | ||||||||||
Total revenues | 296,908 | 262,407 | 846,890 | 790,076 | ||||||||||
Expenses: | ||||||||||||||
Real estate taxes | 26,907 | 23,927 | 78,516 | 71,858 | ||||||||||
Property maintenance costs | 8,422 | 8,838 | 24,684 | 27,652 | ||||||||||
Marketing | 3,840 | 4,080 | 10,363 | 10,894 | ||||||||||
Other property operating costs | 44,065 | 38,898 | 119,331 | 114,579 | ||||||||||
Provision for doubtful accounts | 599 | 1,013 | 1,861 | 904 | ||||||||||
Property management and other costs(1) | 13,491 | 11,388 | 38,615 | 36,113 | ||||||||||
General and administrative | 565 | 427 | 1,739 | 1,551 | ||||||||||
Depreciation and amortization | 71,184 | 62,171 | 204,895 | 195,414 | ||||||||||
Total expenses | 169,073 | 150,742 | 480,004 | 458,965 | ||||||||||
Operating income | 127,835 | 111,665 | 366,886 | 331,111 | ||||||||||
Interest income | 390 | 80 | 955 | 533 | ||||||||||
Interest expense | (73,468 | ) | (67,652 | ) | (208,971 | ) | (211,852 | ) | ||||||
Provision for income taxes | (131 | ) | (221 | ) | (419 | ) | (672 | ) | ||||||
Equity in income of unconsolidated joint ventures | — | — | — | — | ||||||||||
Income from continuing operations | 54,626 | 43,872 | 158,451 | 119,120 | ||||||||||
Discontinued operations | 8,774 | 7,775 | 26,884 | 39,738 | ||||||||||
Allocation to noncontrolling interests | (12 | ) | (3 | ) | 22 | (39 | ) | |||||||
Net income attributable to the ventures | $ | 63,388 | $ | 51,644 | $ | 185,357 | $ | 158,819 | ||||||
Equity In Income of Unconsolidated Real Estate Affiliates: | ||||||||||||||
Net income attributable to the ventures | $ | 63,388 | $ | 51,644 | $ | 185,357 | $ | 158,819 | ||||||
Joint venture partners’ share of income | (34,337 | ) | (30,050 | ) | (102,078 | ) | (95,005 | ) | ||||||
Amortization of capital or basis differences | (15,067 | ) | 460 | (42,114 | ) | (23,965 | ) | |||||||
Equity in income of Unconsolidated Real Estate Affiliates | $ | 13,984 | $ | 22,054 | $ | 41,165 | $ | 39,849 | ||||||
(1) Includes management fees charged to the unconsolidated joint ventures by GGMI and GGSI. | ||||||||||||||
Summary of loss calculation | ' | |||||||||||||
Cash received from acquirers | $ | 446,322 | ||||||||||||
Note receivable from Rique | 151,127 | |||||||||||||
GGP’s investment in Aliansce | (490,388 | ) | ||||||||||||
Accumulated foreign currency translation adjustment realized | (109,861 | ) | ||||||||||||
Loss on sale of Aliansce | $ | (2,800 | ) |
MORTGAGES_NOTES_AND_LOANS_PAYA1
MORTGAGES, NOTES AND LOANS PAYABLE (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
MORTGAGES, NOTES AND LOANS PAYABLE | ' | |||||||||||
Summary of Mortgages, notes and loans payable | ' | |||||||||||
September 30, | Weighted-Average | December 31, | Weighted-Average | |||||||||
2013(1) | Interest Rate(2) | 2012(3) | Interest Rate(2) | |||||||||
Fixed-rate debt: | ||||||||||||
Collateralized mortgages, notes and loans payable | $ | 13,894,327 | 4.56 | % | $ | 14,225,011 | 4.88 | % | ||||
Corporate and other unsecured loans | 14,298 | 4.41 | % | 729,590 | 6.51 | % | ||||||
Total fixed-rate debt | 13,908,625 | 4.56 | % | 14,954,601 | 4.96 | % | ||||||
Variable-rate debt: | ||||||||||||
Collateralized mortgages, notes and loans payable (4) | 1,600,000 | 2.64 | % | 1,012,265 | 3.42 | % | ||||||
Corporate revolver | 55,000 | 4.5 | % | — | 0 | % | ||||||
Total variable-rate debt | 1,655,000 | 2.7 | % | 1,012,265 | 3.42 | % | ||||||
Total Mortgages, notes and loans payable | $ | 15,563,625 | 4.36 | % | $ | 15,966,866 | 4.86 | % | ||||
Junior Subordinated Notes | $ | 206,200 | 1.72 | % | $ | 206,200 | 1.76 | % | ||||
(1) Includes net ($2.7) million of debt market rate adjustments. | ||||||||||||
(2) Represents the weighted-average interest rates on our principal balances, excluding the effects of deferred finance costs. | ||||||||||||
(3) Includes net ($23.3) million of debt market rate adjustments. | ||||||||||||
(4) Properties provide mortgage collateral as guarantors. $1.5 billion of the balance is cross-collateralized. | ||||||||||||
Schedule of unsecured debt obligations | ' | |||||||||||
September 30, | Weighted-Average | December 31, | Weighted-Average | |||||||||
2013(2) | Interest Rate | 2012 (3) | Interest Rate | |||||||||
Unsecured debt: | ||||||||||||
Unsecured Corporate Bonds - 2010 Indenture | $ | — | — | $ | 608,688 | 6.75 | % | |||||
HHC Note(1) | 14,747 | 4.41 | % | 19,347 | 4.41 | % | ||||||
Unsecured Corporate Bonds - 1995 Indenture | — | — | 91,786 | 5.38 | % | |||||||
Corporate revolver | 55,000 | 4.5 | % | — | — | |||||||
Total unsecured debt | $ | 69,747 | 4.48 | % | $ | 719,821 | 6.51 | % | ||||
(1) Matures in December 2015. | ||||||||||||
(2) Excludes a market rate discount of $0.4 million that decreases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate discount amortizes as an addition to interest expense over the life of the loan. | ||||||||||||
(3) Excludes a net market rate premium of $9.8 million that increases the total amount that appears outstanding in our Consolidated Balance Sheets. The market rate premium amortizes as a reduction to interest expense over the life of the respective loan. |
WARRANTS_Tables
WARRANTS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
WARRANTS | ' | |||||||
Schedule of Warrants received | ' | |||||||
Initial | ||||||||
Initial Warrant Holder | Number of Warrants | Exercise Price | ||||||
Brookfield Investor | 57,500,000 | $ | 10.75 | |||||
Blackstone - B (2) | 2,500,000 | 10.75 | ||||||
Fairholme (2) | 41,070,000 | 10.5 | ||||||
Pershing Square (1) | 16,430,000 | 10.5 | ||||||
Blackstone - A (2) | 2,500,000 | 10.5 | ||||||
120,000,000 | ||||||||
(1) On December 31, 2012, the Pershing Square Warrants were purchased by the Brookfield Investor. | ||||||||
(2) On January 28, 2013, the Fairholme and Blackstone Warrants (A and B) were purchased by GGP. | ||||||||
Schedule of shares issuable upon exercise of the outstanding GGP warrants | ' | |||||||
Exercise Price | ||||||||
Fairholme, Pershing | ||||||||
Record Date | Issuable Shares (1) | Brookfield Investor | Square and Blackstone | |||||
and Blackstone - B (2) | - A (2) (3) | |||||||
April 16, 2012 | 132,372,000 | 9.75 | 9.52 | |||||
July 16, 2012 | 133,116,000 | 9.69 | 9.47 | |||||
October 15, 2012 | 133,884,000 | 9.64 | 9.41 | |||||
December 14, 2012 | 134,640,000 | 9.58 | 9.36 | |||||
April 16, 2013 | 83,443,178 | 9.53 | 9.3 | |||||
July 16, 2013 | 83,945,892 | 9.47 | 9.25 | |||||
(1) Issuable shares as of April 16, 2013 exlcude the Fairholme and Blackstone A and B warrants purchased by GGPLP. | ||||||||
(2) On January 28, 2013, the Fairholme and Blackstone Warrants (A and B) were purchased by GGPLP. | ||||||||
(3) On December 31, 2012, the Pershing Square Warrants were purchased by the Brookfield Investor. | ||||||||
Schedule of change in fair value | ' | |||||||
Nine Months Ended September 30, | ||||||||
2013 | 2012 | |||||||
Balance as of January 1, | $ | 1,488,196 | $ | 985,962 | ||||
Warrant liability adjustment | 40,546 | 413,081 | ||||||
Purchase of Warrants by GGPLP | (633,229 | ) | — | |||||
Reclassification to equity | (895,513 | ) | — | |||||
Balance as of September 30, | $ | — | $ | 1,399,043 | ||||
Schedule of estimated fair value of Warrants and significant observable and unobservable inputs used in valuation | ' | |||||||
March 28, 2013 | December 31, 2012 | |||||||
Fair value of Warrants | $ | 895,513 | $ | 1,488,196 | ||||
Observable Inputs | ||||||||
GGP stock price per share | $ | 19.88 | $ | 19.85 | ||||
Warrant term | 4.62 | 4.86 | ||||||
Unobservable Inputs | ||||||||
Expected volatility | 30 | % | 33 | % | ||||
Range of values considered | (15% - 65% | ) | (20% - 65% | ) | ||||
Discount for lack of marketability | 3 | % | 3 | % | ||||
Range of values considered | (3% - 7% | ) | (3% - 7% | ) |
EQUITY_AND_REDEEMABLE_NONCONTR1
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ' | |||||||||||||
Schedule of activity included in the allocation to noncontrolling interests | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Distributions to preferred Operating Partnership units | $ | (2,335 | ) | $ | (2,335 | ) | $ | (7,006 | ) | $ | (10,104 | ) | ||
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units) | (160 | ) | 1,603 | (1,555 | ) | 3,753 | ||||||||
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates | (876 | ) | (547 | ) | (2,146 | ) | 115 | |||||||
Allocation to noncontrolling interests | (3,371 | ) | (1,279 | ) | (10,707 | ) | (6,236 | ) | ||||||
Other comprehensive loss allocated to noncontrolling interests | (362 | ) | (5 | ) | (22 | ) | 233 | |||||||
Comprehensive loss allocated to noncontrolling interests | $ | (3,733 | ) | $ | (1,284 | ) | $ | (10,729 | ) | $ | (6,003 | ) | ||
Schedule of redeemable noncontrolling interests | ' | |||||||||||||
Number of Common | Number of | Converted Basis to | Conversion Price | Redemption Value | ||||||||||
Units for each | Contractual | Common Units | ||||||||||||
Preferred Unit | Convertible | Outstanding as of | ||||||||||||
Preferred Units | September 30, 2013 | |||||||||||||
Outstanding as of | ||||||||||||||
September 30, 2013 | ||||||||||||||
Series B (1) | 3 | 1,279,715 | 3,991,799 | $ | 16.6667 | $ | 77,001,806 | |||||||
Series D | 1.50821 | 532,750 | 803,499 | 33.15188 | 26,637,502 | |||||||||
Series E | 1.29836 | 502,658 | 652,631 | 38.51 | 25,132,820 | |||||||||
$ | 128,772,128 | |||||||||||||
(1) The conversion price of Series B preferred units is lower than the GGP September 30, 2013 closing common stock price of $19.29. Therefore, a common stock price of $19.29 is used to calculate the Series B redemption value. | ||||||||||||||
Activity of redeemable noncontrolling interests | ' | |||||||||||||
Balance at January 1, 2012 | $ | 223,795 | ||||||||||||
Net loss | (3,753 | ) | ||||||||||||
Distributions | (2,116 | ) | ||||||||||||
Cash redemption of operating partnership units | (1,134 | ) | ||||||||||||
Dividend for RPI Spin-Off | 3,137 | |||||||||||||
Other comprehensive loss | (233 | ) | ||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | 46,855 | |||||||||||||
Balance at September 30, 2012 | $ | 266,551 | ||||||||||||
Balance at January 1, 2013 | $ | 268,219 | ||||||||||||
Net income | 1,555 | |||||||||||||
Distributions | (2,343 | ) | ||||||||||||
Cash redemption of operating partnership units | (8,328 | ) | ||||||||||||
Other comprehensive loss | 22 | |||||||||||||
Fair value adjustment for noncontrolling interests in Operating Partnership | (6,566 | ) | ||||||||||||
Balance at September 30, 2013 | $ | 252,559 | ||||||||||||
Summary of common stock dividends declared | ' | |||||||||||||
Declaration Date | Record Date | Payment Date | Dividend Per Share | |||||||||||
2013 | ||||||||||||||
July 29 | October 15 | October 29, 2013 | $ | 0.13 | ||||||||||
May 10 | July 16 | July 30, 2013 | 0.12 | |||||||||||
February 4 | April 16 | April 30, 2013 | 0.12 | |||||||||||
2012 | ||||||||||||||
November 20 | December 14 | January 4, 2013 | 0.11 | |||||||||||
July 31 | October 15 | October 29, 2012 | 0.11 | |||||||||||
April 26 | July 16 | July 30, 2012 | 0.1 | |||||||||||
February 23 | April 16 | April 30, 2012 | 0.1 |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
EARNINGS PER SHARE | ' | |||||||||||||
Information related to EPS calculation | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Numerators - Basic and Diluted: | ||||||||||||||
Income (loss) from continuing operations | $ | 31,040 | $ | (148,083 | ) | $ | 217,587 | $ | (437,653 | ) | ||||
Preferred Stock dividend | (3,984 | ) | — | (10,094 | ) | — | ||||||||
Allocation to noncontrolling interests | (3,372 | ) | (1,203 | ) | (10,581 | ) | (6,263 | ) | ||||||
Income (loss) from continuing operations - net of noncontrolling interests | 23,684 | (149,286 | ) | 196,912 | (443,916 | ) | ||||||||
Discontinued operations | (186 | ) | (58,525 | ) | 18,457 | (69,548 | ) | |||||||
Allocation to noncontrolling interests | 1 | (76 | ) | (126 | ) | 27 | ||||||||
Discontinued operations - net of noncontrolling interests | (185 | ) | (58,601 | ) | 18,331 | (69,521 | ) | |||||||
Net income (loss) | 30,854 | (206,608 | ) | 236,044 | (507,201 | ) | ||||||||
Preferred Stock dividend | (3,984 | ) | — | (10,094 | ) | — | ||||||||
Allocation to noncontrolling interests | (3,371 | ) | (1,279 | ) | (10,707 | ) | (6,236 | ) | ||||||
Net income (loss) attributable to common stockholders | $ | 23,499 | $ | (207,887 | ) | $ | 215,243 | $ | (513,437 | ) | ||||
Denominators: | ||||||||||||||
Weighted-average number of common shares outstanding - basic | 932,964 | 938,316 | 937,200 | 937,795 | ||||||||||
Effect of dilutive securities | 47,803 | — | 3,454 | — | ||||||||||
Weighted-average number of common shares outstanding - diluted | 980,767 | 938,316 | 940,654 | 937,795 | ||||||||||
Schedule of anti-dilutive securities | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Anti-dilutive Securities: | ||||||||||||||
Effect of Common Units | 6,417 | 6,860 | 6,469 | 6,855 | ||||||||||
Effect of Stock Options | — | 2,897 | — | 2,242 | ||||||||||
Effect of Warrants | — | 65,690 | 46,934 | 58,781 | ||||||||||
6,417 | 75,447 | 53,403 | 67,878 | |||||||||||
STOCKBASED_COMPENSATION_PLANS_
STOCK-BASED COMPENSATION PLANS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
STOCK-BASED COMPENSATION PLANS | ' | |||||||||||||
Summary of compensation expense related to stock-based compensation plans | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Stock options - Property management and other costs | $ | 1,367 | $ | 732 | $ | 3,702 | $ | 2,402 | ||||||
Stock options - General and administrative | 2,439 | 1,593 | 7,053 | 4,704 | ||||||||||
Restricted stock - Property management and other costs | 440 | 372 | 1,255 | 1,269 | ||||||||||
Restricted stock - General and administrative | 1,805 | 1,982 | 5,424 | 5,948 | ||||||||||
Total | $ | 6,051 | $ | 4,679 | $ | 17,434 | $ | 14,323 | ||||||
Summary of stock option activity | ' | |||||||||||||
2013 | 2012 | |||||||||||||
Weighted | Weighted | |||||||||||||
Average | Average | |||||||||||||
Exercise | Exercise | |||||||||||||
Shares | Price | Shares | Price | |||||||||||
Stock options Outstanding at January 1, | 9,692,499 | $ | 13.59 | 11,503,869 | $ | 15.65 | ||||||||
Granted | 5,971,108 | 19.25 | — | — | ||||||||||
Exercised | (309,220 | ) | 14.32 | (386,029 | ) | 13.56 | ||||||||
Forfeited | (233,302 | ) | 14.22 | (351,856 | ) | 14.65 | ||||||||
Expired | (21,510 | ) | 15.36 | (499,088 | ) | 46.39 | ||||||||
Stock options Outstanding at September 30, | 15,099,575 | $ | 15.78 | 10,266,896 | $ | 13.64 |
PREPAID_EXPENSES_AND_OTHER_ASS1
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
PREPAID EXPENSES AND OTHER ASSETS | ' | |||||||||||||||||||
Components of prepaid expenses and other assets | ' | |||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Gross Asset | Accumulated | Balance | Gross Asset | Accumulated | Balance | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
Intangible assets: | ||||||||||||||||||||
Above-market tenant leases, net | $ | 1,043,588 | $ | (455,549 | ) | $ | 588,039 | $ | 1,230,117 | $ | (425,837 | ) | $ | 804,280 | ||||||
Below-market ground leases, net | 164,063 | (12,539 | ) | 151,524 | 169,539 | (9,825 | ) | 159,714 | ||||||||||||
Real estate tax stabilization agreement, net | 111,506 | (18,256 | ) | 93,250 | 111,506 | (13,523 | ) | 97,983 | ||||||||||||
Total intangible assets | $ | 1,319,157 | $ | (486,344 | ) | $ | 832,813 | $ | 1,511,162 | $ | (449,185 | ) | $ | 1,061,977 | ||||||
Remaining Prepaid expenses and other assets: | ||||||||||||||||||||
Security and escrow deposits | 195,581 | 181,481 | ||||||||||||||||||
Prepaid expenses | 70,618 | 54,514 | ||||||||||||||||||
Other non-tenant receivables | 5,988 | 12,450 | ||||||||||||||||||
Deferred tax, net of valuation allowances | 1,118 | 902 | ||||||||||||||||||
Other | 14,167 | 18,141 | ||||||||||||||||||
Total remaining Prepaid expenses and other assets | 287,472 | 267,488 | ||||||||||||||||||
Total Prepaid expenses and other assets | $ | 1,120,285 | $ | 1,329,465 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | |||||||||||||||||||
Schedule of significant components of accounts payable and accrued expenses | ' | |||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Gross Liability | Accumulated | Balance | Gross Liability | Accumulated | Balance | |||||||||||||||
Accretion | Accretion | |||||||||||||||||||
Intangible liabilities: | ||||||||||||||||||||
Below-market tenant leases, net | $ | 628,706 | $ | (256,771 | ) | $ | 371,935 | $ | 725,878 | $ | (251,896 | ) | $ | 473,982 | ||||||
Above-market headquarters office leases, net | 15,268 | (4,696 | ) | 10,572 | 15,268 | (3,393 | ) | 11,875 | ||||||||||||
Above-market ground leases, net | 9,756 | (1,087 | ) | 8,669 | 9,756 | (805 | ) | 8,951 | ||||||||||||
Total intangible liabilities | $ | 653,730 | $ | (262,554 | ) | $ | 391,176 | $ | 750,902 | $ | (256,094 | ) | $ | 494,808 | ||||||
Remaining Accounts payable and accrued expenses: | ||||||||||||||||||||
Accrued interest | 78,920 | 185,461 | ||||||||||||||||||
Accounts payable and accrued expenses | 103,575 | 147,386 | ||||||||||||||||||
Accrued real estate taxes | 108,316 | 69,955 | ||||||||||||||||||
Deferred gains/income | 90,365 | 99,861 | ||||||||||||||||||
Accrued payroll and other employee liabilities | 56,431 | 34,802 | ||||||||||||||||||
Construction payable | 93,645 | 80,225 | ||||||||||||||||||
Tenant and other deposits | 21,627 | 22,870 | ||||||||||||||||||
Insurance reserve liability | 16,671 | 15,796 | ||||||||||||||||||
Capital lease obligations | 12,855 | 13,292 | ||||||||||||||||||
Conditional asset retirement obligation liability | 10,952 | 12,134 | ||||||||||||||||||
Uncertain tax position liability | 5,906 | 5,873 | ||||||||||||||||||
Other | 15,759 | 29,768 | ||||||||||||||||||
Total remaining Accounts payable and accrued expenses | 615,022 | 717,423 | ||||||||||||||||||
Total Accounts payable and accrued expenses | $ | 1,006,198 | $ | 1,212,231 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
COMMITMENTS AND CONTINGENCIES | ' | |||||||||||||
Summary of contractual rental expenses | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Contractual rent expense, including participation rent | $ | 3,396 | $ | 3,411 | $ | 10,456 | $ | 10,200 | ||||||
Contractual rent expense, including participation rent and excluding amortization of above and below-market ground leases and straight-line rent | 2,190 | 2,141 | 6,798 | 6,387 |
ORGANIZATION_Details
ORGANIZATION (Details) | 9 Months Ended |
Sep. 30, 2013 | |
ORGANIZATION | ' |
Common equity ownership in GGP Limited Partnership (as a percent) | 99.00% |
Ownership in GGP Limited held by limited partners (as a percent) | 1.00% |
Regional Malls | ' |
Real estate properties | ' |
Number of real estate properties in portfolio | 123 |
Gross leasable area (in square feet) | 127,000,000 |
Strip/other retail centers | ' |
Real estate properties | ' |
Number of real estate properties in portfolio | 11 |
Gross leasable area (in square feet) | 4,300,000 |
Stand-alone office buildings | ' |
Real estate properties | ' |
Number of real estate properties in portfolio | 7 |
Gross leasable area (in square feet) | 1,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | 9 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | ||
Properties | Buildings and improvements | Equipment and fixtures | Properties | Buildings and improvements | Equipment and fixtures | ||
Reclassifications | ' | ' | ' | ' | ' | ' | ' |
Prior period reclassification from acquisition/development of real estate and property additions/developments | $584.20 | ' | ' | ' | ' | ' | ' |
Prior period reclassification to acquisition of real estate and property additions | 377 | ' | ' | ' | ' | ' | ' |
Prior period reclassification to development of real estate and property improvements | $207.20 | ' | ' | ' | ' | ' | ' |
Properties | ' | ' | ' | ' | ' | ' | ' |
Estimated useful lives | ' | '10 years | '10 years | '3 years | '30 years | '45 years | '20 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Acquisitions of operating properties | ' | ' | ' | ' | ' |
Gross Asset | $1,319,157 | ' | $1,319,157 | ' | $1,511,162 |
Accumulated Amortization | -486,344 | ' | -486,344 | ' | -449,185 |
Net Carrying Amount | 832,813 | ' | 832,813 | ' | 1,061,977 |
Amortization/accretion effect on continuing operations | -61,383 | -83,704 | -189,523 | -264,813 | ' |
Future amortization/accretion of intangibles | ' | ' | ' | ' | ' |
2013 Remaining | 52,423 | ' | 52,423 | ' | ' |
2014 | 179,862 | ' | 179,862 | ' | ' |
2015 | 147,076 | ' | 147,076 | ' | ' |
2016 | 114,744 | ' | 114,744 | ' | ' |
2017 | 85,564 | ' | 85,564 | ' | ' |
Tenant leases, In-place value | ' | ' | ' | ' | ' |
Acquisitions of operating properties | ' | ' | ' | ' | ' |
Gross Asset | 811,315 | ' | 811,315 | ' | 972,495 |
Accumulated Amortization | -403,526 | ' | -403,526 | ' | -423,492 |
Net Carrying Amount | $407,789 | ' | $407,789 | ' | $549,003 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Management Fees and Other Corporate Revenues | ' | ' | ' | ' |
Percentage of revenue earned from joint venture reported as management fees | ' | ' | 100.00% | ' |
Management fees from affiliates | $17,324 | $17,565 | $50,463 | $54,445 |
Management fee expense | -6,534 | -5,375 | -18,651 | -17,054 |
Net management fees from affiliates | 10,790 | 12,190 | 31,812 | 37,391 |
Impairment | ' | ' | ' | ' |
Gain (loss) on extinguishment of debt | ' | ' | -36,478 | ' |
Amount of impairments recognized related to investments in unconsolidated real estate affiliates | 0 | 0 | 0 | 0 |
Continuing operations | ' | ' | ' | ' |
Impairment | ' | ' | ' | ' |
Impairment charges | 0 | 32,100 | 0 | 32,100 |
Continuing operations | Regional Malls | ' | ' | ' | ' |
Impairment | ' | ' | ' | ' |
Number of impaired operating properties | ' | 1 | ' | 1 |
Discontinuing operations | ' | ' | ' | ' |
Impairment | ' | ' | ' | ' |
Impairment charges | ' | 66,200 | 5,000 | 76,600 |
Number of impaired operating properties | ' | 2 | 2 | 4 |
Gain (loss) on extinguishment of debt | ' | ' | 25,894 | ' |
Discontinuing operations | Regional Malls sold through lender directed sale | ' | ' | ' | ' |
Impairment | ' | ' | ' | ' |
Number of impaired operating properties | ' | ' | 1 | ' |
Gain (loss) on extinguishment of debt | ' | ' | $25,900 | ' |
Discontinuing operations | Office Properties | ' | ' | ' | ' |
Impairment | ' | ' | ' | ' |
Number of impaired operating properties | ' | 2 | ' | 2 |
Discontinuing operations | Regional Malls | ' | ' | ' | ' |
Impairment | ' | ' | ' | ' |
Number of impaired operating properties | ' | 2 | ' | 2 |
ACQUISITIONS_AND_JOINT_VENTURE2
ACQUISITIONS AND JOINT VENTURE ACTIVITY (Details) (Quail Springs Mall, USD $) | 0 Months Ended |
Jun. 28, 2013 | |
Quail Springs Mall | ' |
Acquisitions | ' |
Ownership interest acquired (as a percent) | 50.00% |
Consideration for acquisition | $90,200,000 |
Remaining percentage of debt assumed | 50.00% |
Gain calculation | ' |
Total fair value of net assets acquired | 110,893,000 |
Previous investment in joint venture | -35,610,000 |
Cash paid to acquire our joint venture partner's interest | -55,507,000 |
Gain from change in control of investment property | 19,776,000 |
Preliminary allocation of the purchase price to the net assets acquired at the date of acquisition | ' |
Investment in real estate, including intangible assets and liabilities | 186,627,000 |
Fair value of debt | -77,204,000 |
Net working capital | 1,470,000 |
Net assets acquired | $110,893,000 |
ACQUISITIONS_AND_JOINT_VENTURE3
ACQUISITIONS AND JOINT VENTURE ACTIVITY (Details 2) (The Grand Canal Shoppes and The Shoppes at The Palazzo, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | 16-May-13 |
Joint venture | ' |
Ownership percentage in investment properties by joint venture | 100.00% |
Gains from changes in control of investment properties recognized | ' |
Cash received from joint venture | $411,476 |
Proportionate share of previous investment in The Grand Canal Shoppes and The Shoppes at The Palazzo | -211,468 |
Gain from change in control of investment property | $200,008 |
TIAACREF | ' |
Joint venture | ' |
Percentage of economic interest in joint venture received by Co-venture | 49.90% |
ACQUISITIONS_AND_JOINT_VENTURE4
ACQUISITIONS AND JOINT VENTURE ACTIVITY (Details 3) (The Oaks and Westroads, USD $) | 0 Months Ended | 9 Months Ended |
Apr. 05, 2012 | Sep. 30, 2012 | |
The Oaks and Westroads | ' | ' |
Acquisitions | ' | ' |
Ownership interest acquired (as a percent) | 49.00% | ' |
Consideration for acquisition | $191,100,000 | ' |
Cash included in total consideration | 98,300,000 | ' |
Remaining percentage of debt and net working capital assumed | 49.00% | ' |
Gain from change in control of investment properties | ' | $18,500,000 |
DISCONTINUED_OPERATIONS_AND_GA2
DISCONTINUED OPERATIONS AND GAINS (LOSSES) ON DISPOSITIONS OF OPERATING PROPERTIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
sqft | sqft | property | property | |
sqft | sqft | |||
Discontinued operations | ' | ' | ' | ' |
Number of properties sold | ' | ' | 3 | 12 |
Area of real estate property sold | 2,000,000 | 4,000,000 | 2,000,000 | 4,000,000 |
Debt on the property paid down with proceeds from sale | $121,200,000 | $161,800,000 | $121,200,000 | $161,800,000 |
Total revenues | 620,695,000 | 622,760,000 | 1,871,617,000 | 1,825,715,000 |
Provisions for impairment and other gains | ' | 32,100,000 | ' | 32,100,000 |
Total expenses | 423,265,000 | 467,649,000 | 1,271,999,000 | 1,311,181,000 |
Operating income | 197,430,000 | 155,111,000 | 599,618,000 | 514,534,000 |
Gain on debt extinguishment | ' | ' | -36,478,000 | ' |
Discontinued operations, net | -186,000 | -58,525,000 | 18,457,000 | -69,548,000 |
Discontinuing operations | ' | ' | ' | ' |
Discontinued operations | ' | ' | ' | ' |
Retail and other revenue | 114,000 | 15,271,000 | 1,628,000 | 70,730,000 |
Total revenues | 114,000 | 15,271,000 | 1,628,000 | 70,730,000 |
Retail and other operating expenses | 279,000 | 15,526,000 | 1,766,000 | 56,233,000 |
Provisions for impairment and other gains | ' | 66,188,000 | 4,975,000 | 76,581,000 |
Total expenses | 279,000 | 81,714,000 | 6,741,000 | 132,814,000 |
Operating income | -165,000 | -66,443,000 | -5,113,000 | -62,084,000 |
Interest expense, net | 62,000 | -5,294,000 | -1,475,000 | -20,478,000 |
Gain on debt extinguishment | ' | ' | 25,894,000 | ' |
Net income (loss) from operations | -103,000 | -71,737,000 | 19,306,000 | -82,562,000 |
Provision for income taxes | ' | ' | ' | -23,000 |
Losses on dispositions | -83,000 | 13,212,000 | -849,000 | 13,037,000 |
Discontinued operations, net | -186,000 | -58,525,000 | 18,457,000 | -69,548,000 |
Rouse Properties, Inc. (Rouse) | Discontinuing operations | ' | ' | ' | ' |
Discontinued operations | ' | ' | ' | ' |
Number of malls in portfolio spun-off in the form of a special dividend | ' | 30 | ' | 30 |
Area of mall portfolio spun-off in the form of a special dividend (in square feet) | ' | 21,000,000 | ' | 21,000,000 |
Regional Malls sold through lender directed sale | Discontinuing operations | ' | ' | ' | ' |
Discontinued operations | ' | ' | ' | ' |
Number of properties sold | ' | ' | 1 | ' |
Gain on debt extinguishment | ' | ' | $25,900,000 | ' |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Carrying Amount | ' | ' |
Fixed-rate debt | $13,908,625 | $14,954,601 |
Variable-rate debt | 1,655,000 | 1,012,265 |
Total mortgages, notes and loans payable | 15,563,625 | 15,966,866 |
Estimated Fair Value | ' | ' |
Fixed-rate debt | 13,842,305 | 16,190,518 |
Variable-rate debt | 1,689,699 | 1,040,687 |
Total long-term debt, fair value | $15,532,004 | $17,231,205 |
Variable rate basis | 'LIBOR | ' |
UNCONSOLIDATED_REAL_ESTATE_AFF2
UNCONSOLIDATED REAL ESTATE AFFILIATES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Assets: | ' | ' | ' | ' |
Land | $4,256,685 | $4,278,471 | ' | ' |
Buildings and equipment | 18,019,187 | 18,806,858 | ' | ' |
Less accumulated depreciation | -1,748,222 | -1,440,301 | ' | ' |
Construction in progress | 399,472 | 376,529 | ' | ' |
Net property and equipment | 20,927,122 | 22,021,557 | ' | ' |
Net investment in real estate | 23,388,969 | 24,887,428 | ' | ' |
Cash and cash equivalents | 603,518 | 624,815 | 637,946 | 572,872 |
Accounts and notes receivable, net | 449,295 | 260,860 | ' | ' |
Deferred expenses, net | 186,914 | 179,837 | ' | ' |
Prepaid expenses and other assets | 1,120,285 | 1,329,465 | ' | ' |
Total assets | 25,748,981 | 27,282,405 | ' | ' |
Liabilities and Owners' Equity: | ' | ' | ' | ' |
Total liabilities and equity | 25,748,981 | 27,282,405 | ' | ' |
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: | ' | ' | ' | ' |
Owners' equity | -8,246,939 | -7,705,020 | -7,772,125 | -8,579,345 |
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net | 2,461,847 | 2,865,871 | ' | ' |
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net | 2,461,847 | 2,865,871 | ' | ' |
Unconsolidated | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' |
Land | 970,599 | 960,335 | ' | ' |
Buildings and equipment | 8,591,133 | 7,658,965 | ' | ' |
Less accumulated depreciation | -2,239,402 | -2,080,361 | ' | ' |
Construction in progress | 143,440 | 173,419 | ' | ' |
Net property and equipment | 7,465,770 | 6,712,358 | ' | ' |
Investments in unconsolidated joint ventures | ' | 1,201,044 | ' | ' |
Net investment in real estate | 7,465,770 | 7,913,402 | ' | ' |
Cash and cash equivalents | 291,657 | 485,387 | ' | ' |
Accounts and notes receivable, net | 174,125 | 167,548 | ' | ' |
Deferred expenses, net | 240,495 | 298,050 | ' | ' |
Prepaid expenses and other assets | 160,403 | 140,229 | ' | ' |
Total assets | 8,332,450 | 9,004,616 | ' | ' |
Liabilities and Owners' Equity: | ' | ' | ' | ' |
Mortgages, notes and loans payable | 6,504,341 | 6,463,377 | ' | ' |
Accounts payable, accrued expenses and other liabilities | 292,652 | 509,064 | ' | ' |
Cumulative effect of foreign currency translation ("CFCT") | -17,863 | -158,195 | ' | ' |
Owners' equity, excluding CFCT | 1,553,320 | 2,190,370 | ' | ' |
Total liabilities and equity | 8,332,450 | 9,004,616 | ' | ' |
Investment In and Loans To/From Unconsolidated Real Estate Affiliates, Net: | ' | ' | ' | ' |
Owners' equity | 1,535,457 | 2,032,175 | ' | ' |
Less: joint venture partners' equity | -784,034 | -1,105,457 | ' | ' |
Plus: excess investment/basis differences | 1,693,578 | 1,939,153 | ' | ' |
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net | 2,445,001 | 2,865,871 | ' | ' |
Reconciliation - Investment In and Loans To/From Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Asset - Investment in and loans to/from Unconsolidated Real Estate Affiliates | 2,461,847 | 2,865,871 | ' | ' |
Liability - Investment in and loans to/from Unconsolidated Real Estate Affiliates | -16,846 | ' | ' | ' |
Investment in and loans to/from Unconsolidated Real Estate Affiliates, Net | $2,445,001 | $2,865,871 | ' | ' |
UNCONSOLIDATED_REAL_ESTATE_AFF3
UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
Minimum rents | $392,934 | $394,736 | $1,190,291 | $1,154,657 |
Tenant recoveries | 180,614 | 180,590 | 546,969 | 531,649 |
Overage rents | 9,970 | 13,420 | 27,864 | 34,605 |
Other | 19,841 | 16,191 | 55,918 | 49,158 |
Total revenues | 620,695 | 622,760 | 1,871,617 | 1,825,715 |
Expenses: | ' | ' | ' | ' |
Real estate taxes | 60,433 | 57,870 | 185,417 | 170,525 |
Property maintenance costs | 14,354 | 16,673 | 53,600 | 55,889 |
Marketing | 5,772 | 7,861 | 18,059 | 21,833 |
Other property operating costs | 97,057 | 99,165 | 273,985 | 278,625 |
Provision for doubtful accounts | 1,064 | 1,173 | 3,620 | 2,631 |
Property management and other costs | 41,458 | 38,776 | 123,380 | 119,014 |
General and administrative | 10,522 | 10,045 | 34,578 | 31,601 |
Depreciation and amortization | 192,605 | 203,986 | 579,360 | 598,963 |
Total expenses | 423,265 | 467,649 | 1,271,999 | 1,311,181 |
Operating income | 197,430 | 155,111 | 599,618 | 514,534 |
Interest income | 577 | 765 | 1,726 | 2,300 |
Interest expense | -178,438 | -200,183 | -567,094 | -594,249 |
Provision for income taxes | 287 | -2,449 | -1,236 | -5,553 |
Income (loss) from continuing operations | 31,040 | -148,083 | 217,587 | -437,653 |
Discontinued operations, net | -186 | -58,525 | 18,457 | -69,548 |
Allocation to noncontrolling interests | -3,371 | -1,279 | -10,707 | -6,236 |
Net income (loss) attributable to common stockholders | 23,499 | -207,887 | 215,243 | -513,437 |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Net income attributable to the venture | 23,499 | -207,887 | 215,243 | -513,437 |
Equity in income of Unconsolidated Real Estate Affiliates | 13,984 | 22,054 | 41,165 | 39,849 |
Regional Malls | ' | ' | ' | ' |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Number of real estate properties in portfolio | 123 | ' | 123 | ' |
Unconsolidated Real Estate Affiliates | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Minimum rents | 196,941 | 176,020 | 564,339 | 531,995 |
Tenant recoveries | 84,872 | 74,767 | 244,161 | 225,059 |
Overage rents | 7,020 | 4,553 | 15,443 | 12,099 |
Other | 8,075 | 7,067 | 22,947 | 20,923 |
Total revenues | 296,908 | 262,407 | 846,890 | 790,076 |
Expenses: | ' | ' | ' | ' |
Real estate taxes | 26,907 | 23,927 | 78,516 | 71,858 |
Property maintenance costs | 8,422 | 8,838 | 24,684 | 27,652 |
Marketing | 3,840 | 4,080 | 10,363 | 10,894 |
Other property operating costs | 44,065 | 39,898 | 119,331 | 114,579 |
Provision for doubtful accounts | 599 | 1,013 | 1,861 | 904 |
Property management and other costs | 13,491 | 11,388 | 38,615 | 36,113 |
General and administrative | 565 | 427 | 1,739 | 1,551 |
Depreciation and amortization | 71,184 | 62,171 | 204,895 | 195,414 |
Total expenses | 169,073 | 150,742 | 480,004 | 458,965 |
Operating income | 127,835 | 111,665 | 366,886 | 331,111 |
Interest income | 390 | 80 | 955 | 533 |
Interest expense | -73,468 | -67,652 | -208,971 | -211,852 |
Provision for income taxes | -131 | -221 | -419 | -672 |
Income (loss) from continuing operations | 54,626 | 43,872 | 158,451 | 119,120 |
Discontinued operations, net | 8,774 | 7,775 | 26,884 | 39,738 |
Allocation to noncontrolling interests | -12 | -3 | 22 | -39 |
Net income (loss) attributable to common stockholders | 63,388 | 51,644 | 185,357 | 158,819 |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Net income attributable to the venture | 63,388 | 51,644 | 185,357 | 158,819 |
Joint venture partners' share of income | -34,337 | -30,050 | -102,078 | -95,005 |
Amortization of capital or basis differences | -15,067 | 460 | -42,114 | -23,965 |
Equity in income of Unconsolidated Real Estate Affiliates | $13,984 | $22,054 | $41,165 | $39,849 |
Unconsolidated Real Estate Affiliates | United States | ' | ' | ' | ' |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Number of joint ventures in which the entity holds interest | 20 | ' | 20 | ' |
Unconsolidated Real Estate Affiliates | Brazil | ' | ' | ' | ' |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Number of joint ventures in which the entity holds interest | 1 | ' | 1 | ' |
Unconsolidated Real Estate Affiliates | Regional Malls | United States | ' | ' | ' | ' |
Equity In Income of Unconsolidated Real Estate Affiliates: | ' | ' | ' | ' |
Number of real estate properties in portfolio | 31 | ' | 31 | ' |
UNCONSOLIDATED_REAL_ESTATE_AFF4
UNCONSOLIDATED REAL ESTATE AFFILIATES (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 16, 2013 | |
Regional Malls | Shopping Leblon, in Rio de Janeiro | Unconsolidated | Unconsolidated | Unconsolidated | Consolidated Properties | ||||
item | Regional Malls | property | property | Aliansce Shopping Centers S.A | Union Square area | ||||
property | |||||||||
Condensed Combined Financial Information of Unconsolidated Real Estate Affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of real estate properties in portfolio | ' | ' | ' | 123 | ' | ' | ' | ' | 2 |
Payment to acquire join venture | ' | ' | ' | ' | ' | ' | ' | ' | $40,300,000 |
Ownership interest in joint venture (as a percent) | ' | ' | ' | ' | 35.00% | ' | ' | ' | 50.00% |
Effective interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 14.00% | ' |
Term of note | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Cash received from acquirers | ' | ' | ' | ' | ' | ' | ' | 446,322,000 | ' |
Notes receivable from Rique | ' | 151,127,000 | 17,000,000 | ' | ' | ' | ' | 151,127,000 | ' |
GGP's investment in Aliansce | ' | ' | ' | ' | ' | ' | -1,201,044,000 | -490,388,000 | ' |
Accumulated foreign currency translation adjustment realized | 109,900,000 | 109,900,000 | ' | ' | ' | ' | ' | -109,861,000 | ' |
Loss on sale of Aliansce | -2,800,000 | 648,000 | ' | ' | ' | ' | ' | -2,800,000 | ' |
Entity's proportionate share in indebtedness secured by Unconsolidated Properties including retained debt | ' | ' | ' | ' | ' | 3,200,000,000 | 3,100,000,000 | ' | ' |
Aggregate carrying value of retained debt, reflected as a reduction in entity's investment in Unconsolidated Real Estate Affiliates | ' | ' | ' | ' | ' | $90,900,000 | $91,800,000 | ' | ' |
Number of unconsolidated properties with retained debt | ' | ' | ' | ' | ' | 1 | 1 | ' | ' |
MORTGAGES_NOTES_AND_LOANS_PAYA2
MORTGAGES, NOTES AND LOANS PAYABLE (Details) (USD $) | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2006 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | 2-May-13 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 14, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
item | GGP Capital Trust I | GGP Capital Trust I | Collateralized mortgages, notes and loans payable | Collateralized mortgages, notes and loans payable | Unsecured term loans | Unsecured term loans | Junior Subordinated Notes due 2041 | Junior Subordinated Notes due 2041 | Prior loans | Prior loans | New Loan | New Loan | New Loan | Unsecured fixed-rate debt | Unsecured fixed-rate debt | Unsecured Corporate Bonds - 2010 Indenture | Unsecured Corporate Bonds - 2010 Indenture | Unsecured Corporate Bonds - 2010 Indenture | HHC Note | HHC Note | Unsecured Corporate Bonds - 1995 Indenture | Unsecured Corporate Bonds - 1995 Indenture | Unsecured Corporate Bonds - 1995 Indenture | Revolving credit facility, (the "Facility") | Revolving credit facility, (the "Facility") | Revolving credit facility, (the "Facility") | Corporate revolver | ||
property | Corporate Loan | Corporate Loan | Corporate Loan | Minimum | Maximum | ||||||||||||||||||||||||
item | item | item | item | ||||||||||||||||||||||||||
Mortgages, notes and loans payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed-rate debt | $13,908,625,000 | $14,954,601,000 | ' | ' | $13,894,327,000 | $14,225,011,000 | $14,298,000 | $729,590,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable-rate debt | 1,655,000,000 | 1,012,265,000 | ' | ' | 1,600,000,000 | 1,012,265,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,000,000 |
Total mortgages, notes and loans payable | 15,563,625,000 | 15,966,866,000 | ' | ' | 15,500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | 206,200,000 | 206,200,000 | ' | ' | ' | 1,500,000,000 | 1,500,000,000 | 69,747,000 | 719,821,000 | ' | ' | 608,688,000 | 14,747,000 | 19,347,000 | ' | ' | 91,786,000 | ' | ' | ' | ' |
Weighted-average fixed interest rate (as a percent) | 4.56% | 4.96% | ' | ' | 4.56% | 4.88% | 4.41% | 6.51% | ' | ' | ' | ' | ' | ' | ' | 4.48% | 6.51% | ' | ' | 6.75% | 4.41% | 4.41% | ' | ' | 5.38% | ' | ' | ' | ' |
Weighted-average variable interest rate (as a percent) | 2.70% | 3.42% | ' | ' | 2.64% | 3.42% | ' | ' | 1.72% | 1.76% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% |
Weighted-average interest rate (as a percent) | 4.36% | 4.86% | ' | ' | ' | ' | ' | ' | ' | ' | 4.90% | ' | 3.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Market rate adjustment excluded from corporate and other unsecured loans | -2,700,000 | -23,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 9,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Land, buildings and equipment and developments in progress (before accumulated depreciation) pledged as collateral | ' | ' | ' | ' | 19,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured debt, cross-collateralized with other properties | ' | ' | ' | ' | 1,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of recourse fixed and variable rate debt | ' | ' | ' | ' | 1,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of mortgage notes refinanced | ' | ' | ' | ' | 4,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties with mortgage notes refinanced | ' | ' | ' | ' | 33 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from mortgage loans refinanced | ' | ' | ' | ' | 1,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount repaid | ' | ' | ' | ' | ' | ' | 700,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties subject to collateralized debt | 16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16 | ' | ' | 16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term to maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 9 months 18 days | '3 years 3 months 18 days | '8 years 2 months 12 days | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of extensions to maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of extension option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average, interest rate (as percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.98% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | -36,478,000 | ' | ' | ' | 6,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | ' | ' | ' | 9,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of bond redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 608,700,000 | ' | ' | ' | ' | 91,800,000 | ' | ' | ' | ' | ' | ' |
Debt extinguishment costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,500,000 | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000,000 | ' | ' | ' |
Uncommitted accordion feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000,000 | ' | ' | ' |
Variable rate basis | 'LIBOR | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' |
Basis spread on variable rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.75% | ' |
Issuance of trust preferred securities | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common securities issued to GGLP | ' | ' | ' | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of Junior Subordinated Notes | ' | ' | ' | 206,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trust Preferred Securities, basis spread on variable rate | ' | ' | 1.45% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letter of credit and surety bonds | $22,300,000 | $21,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties transferred to a special servicer | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) | 9 Months Ended |
Sep. 30, 2013 | |
INCOME TAXES | ' |
Required minimum percentage distribution of ordinary taxable income to stockholders to qualify as a REIT | 90.00% |
Period of disqualification of REIT status | '4 years |
WARRANTS_Details
WARRANTS (Details) (USD $) | 9 Months Ended | 9 Months Ended | |||||||||||||||||||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Jul. 16, 2013 | Apr. 16, 2013 | Dec. 14, 2012 | Oct. 15, 2012 | Jul. 16, 2012 | Apr. 16, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 16, 2013 | Apr. 16, 2013 | Dec. 14, 2012 | Oct. 15, 2012 | Jul. 16, 2012 | Apr. 16, 2012 | Jul. 16, 2013 | Apr. 16, 2013 | Dec. 14, 2012 | Oct. 15, 2012 | Jul. 16, 2012 | Apr. 16, 2012 |
warrant | warrant | warrant | warrant | warrant | warrant | warrant | The Brookfield Investor | The Brookfield Investor | Blackstone. | Fairholme | Pershing Square | Pershing Square | The Brookfield Investor and Blackstone | The Brookfield Investor and Blackstone | The Brookfield Investor and Blackstone | The Brookfield Investor and Blackstone | The Brookfield Investor and Blackstone | The Brookfield Investor and Blackstone | Fairholme, Pershing Square and Blackstone | Fairholme, Pershing Square and Blackstone | Fairholme, Pershing Square and Blackstone | Fairholme, Pershing Square and Blackstone | Fairholme, Pershing Square and Blackstone | Fairholme, Pershing Square and Blackstone | |
warrant | Pershing Square | warrant | warrant | warrant | |||||||||||||||||||||
WARRANT LIABILITY | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Warrants | ' | ' | ' | ' | ' | ' | ' | 57,500,000 | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | 41,070,000 | 16,430,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuable Shares | 120,000,000 | 83,945,892 | 83,443,178 | 134,640,000 | 133,884,000 | 133,116,000 | 132,372,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | $10.63 | ' | ' | ' | ' | ' | ' | $10.75 | ' | $10.75 | $10.50 | $10.50 | $9.36 | $9.47 | $9.53 | $9.58 | $9.64 | $9.69 | $9.75 | $9.25 | $9.30 | $9.36 | $9.41 | $9.47 | $9.52 |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $9.42 | ' | $10.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of Warrants, in number of years from the effective date | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial period of term of Warrants in number of years during which prior notice is to be given | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 6 months | '6 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notice period to exercise permanent warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants acquired | ' | ' | ' | ' | ' | ' | ' | ' | 16,430,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of warrants acquired | ' | ' | ' | ' | ' | ' | ' | ' | $272 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares, into which warrants are exercisable | ' | ' | ' | ' | ' | ' | ' | 43,000,000 | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
WARRANTS_Details_2
WARRANTS (Details 2) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||||
Mar. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 16, 2013 | Apr. 16, 2013 | Dec. 14, 2012 | Oct. 15, 2012 | Jul. 16, 2012 | Apr. 16, 2012 | Mar. 26, 2013 | Jan. 28, 2013 | Jan. 28, 2013 | Jan. 28, 2013 | Jan. 28, 2013 | Mar. 28, 2013 | Dec. 31, 2012 | Mar. 28, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
warrant | warrant | warrant | warrant | warrant | warrant | warrant | GGPLP | GGPLP | Fairholme | Blackstone. | The Brookfield Investor | Minimum | Minimum | Maximum | Maximum | Fair Value Measurements, Recurring | Fair Value Measurements, Recurring | |||
warrant | GGPLP | GGPLP | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||
WARRANT LIABILITY | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,070,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' |
Purchase price of warrants acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $633,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuable Shares | ' | 120,000,000 | ' | 83,945,892 | 83,443,178 | 134,640,000 | 133,884,000 | 133,116,000 | 132,372,000 | ' | 27,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.37 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued in warrant settlement transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,500,000 | ' | ' | ' | 65,000,000 | ' | ' | ' | ' | ' | ' |
Warrant options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,500,000 | ' | ' | ' | ' | ' | ' |
Warrant option exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 618,000,000 | ' | ' | ' | ' | ' | ' |
Remaining outstanding warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,430,000 | ' | ' | ' | ' | ' | ' |
Fair Value of Warrant Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,488,196,000 | 985,962,000 |
Warrant liability adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,546,000 | 413,081,000 |
Purchase of warrants by GGLP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -633,229,000 | ' |
Reclassification to equity | ' | -895,513,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -895,513,000 | ' |
Balance at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,399,043,000 |
Estimated fair value of Warrants and significant assumptions used in valuation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of Warrants | $895,513,000 | ' | $1,488,196,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Observable Inputs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
GGP stock price per share | $19.88 | ' | $19.85 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant term | '4 years 7 months 13 days | ' | '4 years 10 months 10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unobservable Inputs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | 30.00% | ' | 33.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 20.00% | 65.00% | 65.00% | ' | ' |
Discount for lack of marketability (as a percent) | 3.00% | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 3.00% | 7.00% | 7.00% | ' | ' |
EQUITY_AND_REDEEMABLE_NONCONTR2
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||
Jul. 29, 2013 | 10-May-13 | Feb. 04, 2013 | Nov. 20, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Feb. 29, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 28, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 13, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Series B | Series D | Series E | 6.375% series a cumulative redeemable perpetual preferred stock | 6.375% series a cumulative redeemable perpetual preferred stock | 6.375% series a cumulative redeemable perpetual preferred stock | ||||||||||||||
Maximum | |||||||||||||||||||
EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated payments for repurchase of redeemable noncontrolling interest | ' | ' | ' | ' | ' | ' | ' | $123,800,000 | ' | $123,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio for convertible common units to common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation to Noncontrolling Interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to preferred Operating Partnership units | ' | ' | ' | ' | ' | ' | ' | -2,335,000 | -2,335,000 | -7,006,000 | -10,104,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net (income) loss allocation to noncontrolling interests in operating partnership from continuing operations (common units) | ' | ' | ' | ' | ' | ' | ' | -160,000 | 1,603,000 | -1,555,000 | 3,753,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net (income) loss allocated to noncontrolling interest in consolidated real estate affiliates | ' | ' | ' | ' | ' | ' | ' | -876,000 | -547,000 | -2,146,000 | 115,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation to noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | -3,371,000 | -1,279,000 | -10,707,000 | -6,236,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive loss allocation to noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | -362,000 | -5,000 | -22,000 | 233,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Comprehensive loss allocated to noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | -3,733,000 | -1,284,000 | -10,729,000 | -6,003,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Unit Conversions Disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Common Units for each Preferred unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 1.50821 | 1.29836 | ' | ' | ' |
Number of Contractual Convertible Preferred Units Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,279,715 | 532,750 | 502,658 | ' | ' | ' |
Converted Basis to Common Units Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,991,799 | 803,499 | 652,631 | ' | ' | ' |
Conversion Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16.67 | $33.15 | $38.51 | ' | ' | ' |
Redemption Value | ' | ' | ' | ' | ' | ' | ' | 128,772,128 | ' | 128,772,128 | ' | ' | ' | 77,001,806 | 26,637,502 | 25,132,820 | ' | ' | ' |
GGP stock price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $19.88 | $19.85 | $19.29 | ' | ' | ' | ' | ' |
Activity of redeemable noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 268,219,000 | 223,795,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,555,000 | -3,753,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,343,000 | -2,116,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash redemption of operating partnership units | ' | ' | ' | ' | ' | ' | ' | ' | ' | -8,328,000 | -1,134,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend for RPI Spin-Off | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,137,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000 | -233,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value adjustment for noncontrolling interests in Operating Partnership | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,566,000 | 46,855,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the end of the period | ' | ' | ' | ' | ' | ' | ' | 252,559,000 | 266,551,000 | 252,559,000 | 266,551,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared per share (in dollars per share) | $0.13 | $0.12 | $0.12 | $0.11 | $0.11 | $0.10 | $0.10 | $0.13 | $0.11 | $0.37 | $0.31 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued due to DRIP elections for dividends declared | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,106 | 2,866,019 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of preferred shares redeemed through public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' |
Preferred shares dividend (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.38% | ' | ' |
Issue Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25 | ' | ' |
Net proceeds from preferred shares issued after issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | $242,042,000 | ' | ' | ' | ' | ' | ' | $242,000,000 | ' | ' |
Redemption price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25 | ' |
Conversion of preferred share per common share issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.4679 |
Preferred Stock dividends declared (in dollars per share) | $0.04 | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Numerators - Basic and Diluted: | ' | ' | ' | ' |
Income (loss) from continuing operations | $31,040 | ($148,083) | $217,587 | ($437,653) |
Preferred Stock dividends | -3,984 | ' | -10,094 | ' |
Allocation to noncontrolling interests | -3,372 | -1,203 | -10,581 | -6,263 |
Income (loss) from continuing operations - net of noncontrolling interests | 23,684 | -149,286 | 196,912 | -443,916 |
Discontinued operations | -186 | -58,525 | 18,457 | -69,548 |
Allocation to noncontrolling interests | 1 | -76 | -126 | 27 |
Discontinued operations - net of noncontrolling interest | -185 | -58,601 | 18,331 | -69,521 |
Net income (loss) | 30,854 | -206,608 | 236,044 | -507,201 |
Allocation to noncontrolling interests | -3,371 | -1,279 | -10,707 | -6,236 |
Net income (loss) attributable to common stockholders | $23,499 | ($207,887) | $215,243 | ($513,437) |
Denominators: | ' | ' | ' | ' |
Weighted average number of common shares outstanding - basic | 932,964 | 938,316 | 937,200 | 937,795 |
Effect of dilutive securities | 47,803 | ' | 3,454 | ' |
Weighted average number of common shares outstanding - diluted | 980,767 | 938,316 | 940,654 | 937,795 |
EARNINGS_PER_SHARE_Details_2
EARNINGS PER SHARE (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Effect of anti-dilutive Securities | ' | ' | ' | ' |
Anti-dilutive securities (in shares) | 6,417,000 | 75,447,000 | 53,403,000 | 67,878,000 |
Repurchase of common share considered as treasury shares | ' | ' | 28,345,108 | ' |
Consideration for repurchase of common share | ' | ' | $566,863 | ' |
GGPLP | ' | ' | ' | ' |
Effect of anti-dilutive Securities | ' | ' | ' | ' |
Anti-dilutive securities (in shares) | ' | ' | 27,459,195 | ' |
Repurchase of common share considered as treasury shares | 28,345,108 | ' | ' | ' |
Consideration for repurchase of common share | 566,900 | ' | ' | ' |
Common Units | ' | ' | ' | ' |
Effect of anti-dilutive Securities | ' | ' | ' | ' |
Anti-dilutive securities (in shares) | 6,417,000 | 6,860,000 | 6,469,000 | 6,855,000 |
Stock Options | ' | ' | ' | ' |
Effect of anti-dilutive Securities | ' | ' | ' | ' |
Anti-dilutive securities (in shares) | ' | 2,897,000 | ' | 2,242,000 |
Warrant | ' | ' | ' | ' |
Effect of anti-dilutive Securities | ' | ' | ' | ' |
Anti-dilutive securities (in shares) | ' | 65,690,000 | 46,934,000 | 58,781,000 |
STOCKBASED_COMPENSATION_PLANS_1
STOCK-BASED COMPENSATION PLANS (Details) | Sep. 30, 2013 |
STOCK-BASED COMPENSATION PLANS | ' |
Shares of common stock reserved for issuance as a percentage of outstanding shares on a fully diluted basis | 4.00% |
STOCKBASED_COMPENSATION_PLANS_2
STOCK-BASED COMPENSATION PLANS (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
STOCK-BASED COMPENSATION PLANS | ' | ' | ' | ' |
Compensation expense | $6,122 | $4,679 | $17,169 | $14,323 |
Stock options | Property management and other costs | ' | ' | ' | ' |
STOCK-BASED COMPENSATION PLANS | ' | ' | ' | ' |
Compensation expense | 1,575 | 732 | 3,910 | 2,402 |
Stock options | General and administrative | ' | ' | ' | ' |
STOCK-BASED COMPENSATION PLANS | ' | ' | ' | ' |
Compensation expense | 2,302 | 1,593 | 6,580 | 4,704 |
Restricted Stock | Property management and other costs | ' | ' | ' | ' |
STOCK-BASED COMPENSATION PLANS | ' | ' | ' | ' |
Compensation expense | 440 | 372 | 1,255 | 1,269 |
Restricted Stock | General and administrative | ' | ' | ' | ' |
STOCK-BASED COMPENSATION PLANS | ' | ' | ' | ' |
Compensation expense | $1,805 | $1,982 | $5,424 | $5,948 |
STOCKBASED_COMPENSATION_PLANS_3
STOCK-BASED COMPENSATION PLANS (Details 3) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Shares | ' | ' |
Exercised (in shares) | -314,167 | -396,064 |
Stock options | ' | ' |
Shares | ' | ' |
Stock options Outstanding at the beginning of the period (in shares) | 9,692,499 | 11,503,869 |
Granted (in shares) | 5,971,108 | ' |
Exercised (in shares) | -309,220 | -386,029 |
Forfeited (in shares) | -233,302 | -351,856 |
Expired (in shares) | -21,510 | -499,088 |
Stock options Outstanding at the end of the period (in shares) | 15,099,575 | 10,266,896 |
Weighted Average Exercise Price | ' | ' |
Stock options Outstanding at the beginning of the period (in dollars per share) | 13.59 | 15.65 |
Granted (in dollars per share) | 19.25 | ' |
Exercised (in dollars per share) | 14.32 | 13.56 |
Forfeited (in dollars per share) | 14.22 | 14.65 |
Expired (in dollars per share) | 15.36 | 46.39 |
Stock options Outstanding at the end of the period (in dollars per share) | 15.78 | 13.64 |
PREPAID_EXPENSES_AND_OTHER_ASS2
PREPAID EXPENSES AND OTHER ASSETS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intangible assets: | ' | ' |
Gross Asset | $1,319,157 | $1,511,162 |
Accumulated Amortization | -486,344 | -449,185 |
Net Carrying Amount | 832,813 | 1,061,977 |
Remaining prepaid expenses and other assets: | ' | ' |
Security and escrow deposits | 195,581 | 181,481 |
Prepaid expenses | 70,618 | 54,514 |
Other non-tenant receivables | 5,988 | 12,450 |
Deferred tax, net of valuation allowances | 1,118 | 902 |
Other | 14,167 | 18,141 |
Total remaining Prepaid expenses and other assets | 287,472 | 267,488 |
Total Prepaid expenses and other assets | 1,120,285 | 1,329,465 |
Above-market tenant leases, net | ' | ' |
Intangible assets: | ' | ' |
Gross Asset | 1,043,588 | 1,230,117 |
Accumulated Amortization | -455,549 | -425,837 |
Net Carrying Amount | 588,039 | 804,280 |
Below-market ground leases, net | ' | ' |
Intangible assets: | ' | ' |
Gross Asset | 164,063 | 169,539 |
Accumulated Amortization | -12,539 | -9,825 |
Net Carrying Amount | 151,524 | 159,714 |
Real estate tax stabilization agreement, net | ' | ' |
Intangible assets: | ' | ' |
Gross Asset | 111,506 | 111,506 |
Accumulated Amortization | -18,256 | -13,523 |
Net Carrying Amount | $93,250 | $97,983 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intangible liabilities: | ' | ' |
Gross Liability | $653,730 | $750,902 |
Accumulated Accretion | -262,554 | -256,094 |
Balance | 391,176 | 494,808 |
Remaining Accounts payable and accrued expenses: | ' | ' |
Accrued interest | 78,920 | 185,461 |
Accounts payable and accrued expenses | 103,575 | 147,386 |
Accrued real estate taxes | 108,316 | 69,955 |
Deferred gains/income | 90,365 | 99,861 |
Accrued payroll and other employee liabilities | 56,431 | 34,802 |
Construction payable | 93,645 | 80,225 |
Tenant and other deposits | 21,627 | 22,870 |
Insurance reserve liability | 16,671 | 15,796 |
Capital lease obligation | 12,855 | 13,292 |
Conditional asset retirement obligation liability | 10,952 | 12,134 |
Uncertain tax position liability | 5,906 | 5,873 |
Other | 15,759 | 29,768 |
Total remaining Accounts payable and accrued expenses | 615,022 | 717,423 |
Total Accounts payable and accrued expenses | 1,006,198 | 1,212,231 |
Below-market tenant leases, net | ' | ' |
Intangible liabilities: | ' | ' |
Gross Liability | 628,706 | 725,878 |
Accumulated Accretion | -256,771 | -251,896 |
Balance | 371,935 | 473,982 |
Above-market office lessee leases, net | ' | ' |
Intangible liabilities: | ' | ' |
Gross Liability | 15,268 | 15,268 |
Accumulated Accretion | -4,696 | -3,393 |
Balance | 10,572 | 11,875 |
Above-market ground leases, net | ' | ' |
Intangible liabilities: | ' | ' |
Gross Liability | 9,756 | 9,756 |
Accumulated Accretion | -1,087 | -805 |
Balance | $8,669 | $8,951 |
LITIGATION_Details
LITIGATION (Details) (USD $) | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Jun. 22, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | |
Urban Litigation | HHC | Homart Note | Homart Note | 2006 Credit Facility | 2006 Credit Facility | |||
Litigation | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued liability | ' | ' | $0 | ' | ' | ' | ' | ' |
Range of loss | ' | ' | 0 | ' | ' | ' | ' | ' |
Default Interest | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount outstanding | ' | ' | ' | ' | 254,000,000 | ' | 2,600,000,000 | ' |
Outstanding default interest and principal amount | ' | ' | ' | ' | ' | 246,000,000 | ' | ' |
Default interest expense | ' | ' | ' | ' | 11,700,000 | ' | ' | ' |
Default interest accrued | ' | ' | ' | ' | ' | ' | ' | 96,100,000 |
Tax Indemnification Liability | ' | ' | ' | ' | ' | ' | ' | ' |
Successor indemnified percentage of losses of HHC and its subsidiaries | ' | ' | ' | 93.75% | ' | ' | ' | ' |
Maximum amount indemnified, solely to the extent directly attributable to MPC Taxes | ' | ' | ' | 303,800,000 | ' | ' | ' | ' |
Tax indemnification liability | 303,586,000 | 303,750,000 | ' | ' | ' | ' | ' | ' |
Accrued interest related to tax indemnification liability | 21,600,000 | 21,600,000 | ' | ' | ' | ' | ' | ' |
Management's best estimate of aggregate liability | 325,200,000 | ' | ' | ' | ' | ' | ' | ' |
Period during which the entity does not expect to make any payments on tax indemnification liability | '12 months | ' | ' | ' | ' | ' | ' | ' |
Repayment amount | ' | ' | ' | ' | ' | ' | $97,400,000 | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Commitments and contingencies | ' | ' | ' | ' |
Contractual rental expense, including participation rent | $3,396 | $3,411 | $10,456 | $10,200 |
Contractual rent expense, including participation rent and excluding amortization of above-and below-market ground leases and straight-line rent | $2,190 | $2,141 | $6,798 | $6,387 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Jul. 29, 2013 | 10-May-13 | Feb. 04, 2013 | Nov. 20, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Feb. 29, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 18, 2013 | Oct. 25, 2013 | Oct. 09, 2013 | Oct. 23, 2013 | Oct. 23, 2013 | Oct. 23, 2013 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 28, 2013 | |
Facility | Facility | Facility | LIBOR | LIBOR | LIBOR | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | ||||||||||||
Minimum | Maximum | Facility | Facility | Facility | Eden Prairie Center | Property at 200 Lafayette Street | Property at 830 North Michigan Avenue | Amended Facility | Amended Facility | Amended Facility | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Quarterly stock dividend | |||||||||||||
Minimum | Maximum | LIBOR | LIBOR | LIBOR | Sandeep Mathrani | Sandeep Mathrani | Sandeep Mathrani | Sandeep Mathrani | ||||||||||||||||||||
Facility | Facility | Facility | Shares vesting on the first anniversary of the date of the award | Shares vesting on the third anniversary of the date of the award | Amended Employment Agreement | |||||||||||||||||||||||
Minimum | Maximum | Shares vesting in November 2014 | ||||||||||||||||||||||||||
SUBSEQUENT EVENTS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares granted under the employment agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' |
Restricted common stock vesting on each anniversary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.00% | 67.00% | ' | ' |
Number of shares with deferred vesting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Common stock dividends declared (in dollars per share) | $0.13 | $0.12 | $0.12 | $0.11 | $0.11 | $0.10 | $0.10 | $0.13 | $0.11 | $0.37 | $0.31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.14 |
Preferred Stock dividends declared (in dollars per share) | $0.04 | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 |
Purchase price of retail shopping space acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $148,800,000 | $166,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | 'LIBOR | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.75% | ' | 2.00% | 2.75% | ' | ' | ' | ' | 1.33% | 1.95% | ' | ' | ' | ' | ' |
Sale Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sales of investment properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt repaid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $71,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |