1.0.0.3 false COMMITMENTS AND CONTINGENCIES false 1 $ false false USD Standard http://www.xbrl.org/2003/iso4217 USD iso4217 0 USDPerShare Divide http://www.xbrl.org/2003/iso4217 USD iso4217 http://www.xbrl.org/2003/instance shares xbrli 0 2 Notes to Consolidated Financial Statements 0 ggp_NotesToConsolidatedFinancialStatementsAbstract ggp false na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false No definition available. false 3 COMMITMENTS AND CONTINGENCIES 1 us-gaap_CommitmentsAndContingenciesDisclosureTextBlock us-gaap true na duration string No definition available. false false false false false false false false false 1 false false 0 0 <!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN"> <HTML><HEAD> <STYLE type=text/css> .Mrll { FONT: 8pt Times New Roman, Times, Serif } </STYLE> <META http-equiv=Content-Type content="text/html; charset=utf-8"> <META content="MSHTML 6.00.6000.16788" name=GENERATOR></HEAD> <BODY> NOTE 8                 COMMITMENTS AND CONTINGENCIES<A name=Note8CommitmentsAndContingencies_142010></A>   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 managements opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on our consolidated financial position, results of operations or liquidity.   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. Contractual rental expense, including participation rent, was $4.5 million for the three months ended June 30, 2009, $9.4 million for the six months ended June 30, 2009, $5.2 million for the three months ended June 30, 2008 and $9.6  million for the six months ended June 30, 2008 while the same rent expense excluding amortization of above and below-market ground leases and straight-line rents, as presented in our consolidated financial statements, was $2.9 million for the three months ended June 30, 2009, $6.3 million for the six months ended June 30, 2009, $3.4 million for the three months ended June 30, 2008 and $6.0 million for the six months ended June 30, 2008.   We have, in the past, periodically entered into contingent agreements for the acquisition of properties. Each acquisition is subject to satisfactory completion of due diligence and, in the case of property acquired under development, completion of the project. In conjunction with the acquisition of The Grand Canal Shoppes in 2004, we entered into an agreement (the Phase II Agreement) to acquire the multi-level retail space that is part of The Shoppes at The Palazzo in Las Vegas, Nevada (The Phase II Acquisition) which is connected to the existing Venetian and the Sands Expo and Convention Center facilities and The Grand Canal Shoppes. The project opened on January 18, 2008. The acquisition closed on February 29, 2008 for an initial purchase price of $290.8 million, which was primarily funded with $250.0 million of new variable-rate short-term debt collateralized by the property and for Federal income tax purposes was used as replacement property in a like-kind exchange. Additional purchase price payments are currently estimated at $26.6 million (based on net operating income, as defined, of the Phase II retail space), and are presented in accounts payable and accrued expenses in our consolidated financial statements (Note 7). Such payments will be made during the 30 months after closing with the final payment being subject to re-adjustment 48 months after closing. The actual additional amounts paid over the four year period following the closing could be more or less than the current estimate.   See Note 5 for our obligations related to FIN 48 for disclosure of additional contingencies.   Contingent Stock Agreement   In conjunction with the TRC Merger, we assumed TRCs obligations under a Contingent Stock Agreement (CSA). TRC entered into the CSA in 1996 when it acquired The Hughes Corporation (Hughes). This acquisition included various assets, including Summerlin (the CSA Assets), a development in our Master Planned Communities segment. We agreed that the TRC Merger would not have a prejudicial effect on the former Hughes owners or their successors (the Beneficiaries) with respect to their receipt of securities pursuant to the CSA. We further agreed to indemnify and hold harmless the Beneficiaries against losses arising out of any breach by us of these covenants.   Under the CSA, we are required to issue shares of our common stock semi-annually (February and August) to the Beneficiaries. The number of shares to be issued in any period is based on cash flows from the development and/or sale of the CSA Assets and our stock price. We account for the Beneficiaries share of earnings from the CSA Assets as an operating expense. In February 2009, we were not obligated to deliver any shares of our common stock under the CSA as the net development and sales cash flows were negative for the applicable period. We delivered 356,661 shares of our common stock (from treasury shares) to the Beneficiaries for the six months ended June 30, 2008.   Under the CSA, we are also required to make a final stock distribution to the Beneficiaries in 2010, following a final valuation at the end of 2009. The amount of this distribution will be based on the appraised values, as defined, of the CSA Assets at such time and the distribution will be accounted for as additional investments in the related assets (that is, contingent consideration).   We expect that an appraised value of the CSA Assets in accordance with the terms of the CAS Agreement would yield a lower value than our current estimated fair value of such assets.  Our current estimated fair value of the CSA Assets is based on managements financial models which project cash flows over a sales period extending to 2031 and a discount rate of 14%. The CSA is an unsecured obligation of the Company set forth in an executory contract which, subject to the approval of the Bankruptcy Court, may be assumed or rejected by the Debtors.</BODY></HTML> NOTE 8                 COMMITMENTS AND CONTINGENCIES   In the normal false false No definition available. No authoritative reference available. false false 1 2 false UnKnown UnKnown UnKnown false true