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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2012	Nov. 05, 2012
Document and Entity Information
Entity Registrant Name	Howard Hughes Corp
Entity Central Index Key	0001498828
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
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		37,973,640
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Investment in real estate:
Master Planned Community assets	$ 1,585,514	$ 1,602,437
Land	253,867	236,363
Buildings and equipment	646,459	556,786
Less: accumulated depreciation	(106,387)	(92,494)
Developments in progress	224,370	195,034
Net property and equipment	2,603,823	2,498,126
Investment in Real Estate Affiliates	36,162	62,595
Net investment in real estate	2,639,985	2,560,721
Cash and cash equivalents	272,854	227,566
Accounts receivable, net	13,425	15,644
Municipal Utility District receivables, net	105,487	86,599
Notes receivable, net	28,677	35,354
Tax indemnity receivable, including interest	326,150	331,771
Deferred expenses, net	12,740	10,338
Prepaid expenses and other assets, net	124,752	127,156
Total assets	3,524,070	3,395,149
Liabilities:
Mortgages, notes and loans payable	683,804	606,477
Deferred tax liabilities	75,538	75,966
Warrant liabilities	290,488	127,764
Uncertain tax position liability	135,468	129,939
Accounts payable and accrued expenses	136,760	125,404
Total liabilities	1,322,058	1,065,550
Commitments and Contingencies (see Note 13)
Equity:
Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued
Common stock: $.01 par value; 150,000,000 shares authorized, 37,973,640 shares issued and outstanding as of September 30, 2012 and 37,945,707 shares issued and outstanding as of December 31, 2011	379	379
Additional paid-in capital	2,714,258	2,711,109
Accumulated deficit	(508,686)	(381,325)
Accumulated other comprehensive loss	(9,590)	(5,578)
Total stockholders' equity	2,196,361	2,324,585
Noncontrolling interests	5,651	5,014
Total equity	2,202,012	2,329,599
Total liabilities and equity	$ 3,524,070	$ 3,395,149

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2012	Dec. 31, 2011
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per shares)	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	37,973,640	37,945,707
Common stock, shares outstanding	37,973,640	37,945,707

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenues:
Master Planned Community land sales	$ 40,218	$ 34,152	$ 120,235	$ 75,692
Builder price participation	1,867	1,233	4,208	2,351
Minimum rents	23,135	19,403	62,609	53,098
Tenant recoveries	6,065	5,398	17,932	14,537
Condominium unit sales		9,071	267	19,495
Resort and conference center revenues	8,328	7,200	29,954	7,200
Other land revenues	6,385	5,537	13,433	9,093
Other rental and property revenues	8,817	4,679	19,879	9,130
Total revenues	94,815	86,673	268,517	190,596
Expenses:
Master Planned Community cost of sales	21,439	27,033	63,096	51,907
Master Planned Community operations	9,936	10,734	30,962	22,313
Rental property real estate taxes	3,574	2,010	10,583	7,793
Rental property maintenance costs	2,263	2,155	6,304	5,278
Other property operating costs	16,933	14,961	46,306	34,413
Condominium unit cost of sales		5,470	96	13,722
Resort and conference center operations	6,965	6,352	21,750	6,352
Provision for (recovery of) doubtful accounts	240	(141)	285	174
General and administrative	9,339	8,673	25,896	21,156
Depreciation and amortization	6,764	7,208	17,715	13,592
Total expenses	77,453	84,455	222,993	176,700
Operating income	17,362	2,218	45,524	13,896
Interest income	2,375	2,341	7,048	7,097
Interest expense	(445)		(646)
Early extinguishment of debt		(11,305)		(11,305)
Warrant liability gain (loss)	(64,303)	169,897	(162,724)	100,762
Reduction in tax indemnity receivable	(2,873)		(11,655)
Investment in Real Estate Affiliate basis adjustment		(6,053)		(6,053)
Equity in earnings from Real Estate Affiliates	310	166	3,432	7,787
Income (loss) before taxes	(47,574)	157,264	(119,021)	112,184
Provision (benefit) for income taxes	2,618	(7,760)	7,703	(4,344)
Net income (loss)	(50,192)	165,024	(126,724)	116,528
Net income (loss) attributable to noncontrolling interests	781	(729)	(637)	(777)
Net income (loss) attributable to common stockholders	$ (49,411)	$ 164,295	$ (127,361)	$ 115,751
Basic income (loss) per share: (in dollars per share)	$ (1.30)	$ 4.33	$ (3.36)	$ 3.05
Diluted income (loss) per share: (in dollars per share)	$ (1.30)	$ (0.14)	$ (3.36)	$ 0.38

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Comprehensive income (loss), net of tax:

Net income (loss)

$ (50,192)

$ 165,024

$ (126,724)

$ 116,528

Other comprehensive income (loss):

Interest rate swaps

^[1]

(954)

(2,024)

(3,115)

(2,772)

Capitalized swap interest

^[2]

(328)

(897)

Other comprehensive loss

(1,282)

(2,024)

(4,012)

(2,772)

Comprehensive income (loss)

(51,474)

163,000

(130,736)

113,756

Comprehensive income (loss) attributable to noncontrolling interests

781

(729)

(637)

(777)

Comprehensive income (loss) attributable to common stockholders

$ (50,693)

$ 162,271

$ (131,373)

$ 112,979

[1]	Net of deferred taxes of $1.1 million during both the three and nine months ended September 30, 2011. Net of deferred taxes of $ 0.1 million and $ 0.2 million during the three and nine months ended September 30, 2012, respectively.
[2]	Net of deferred taxes of $ 0.2 million and $0.5 million during the three and nine months ended September 30, 2012, respectively.

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the economic entity, including both controlling (parent) and noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, including any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=7656940&loc=SL4569616-111683

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=18733213&loc=SL4591552-111686

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a),(c)
-URI http://asc.fasb.org/extlink&oid=18733093&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=18733213&loc=SL4591551-111686

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 29
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A1, A4, A5
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense	$ 0.1	$ 1.1	$ 0.2	$ 1.1
Capitalized swap interest, deferred tax expense	$ 0.2		$ 0.5

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Noncontrolling Interests in Consolidated Ventures

Balance at Dec. 31, 2010

$ 2,179,107

$ 379

$ 2,708,036

$ (528,505)

$ (1,627)

$ 824

Balance (in shares) at Dec. 31, 2010

37,904,506

Increase (Decrease) in Stockholders' Equity

Net income (loss)

116,528

115,751

777

Adjustment to noncontrolling interests

3,700

Acquisitions

(248)

Interest rate swaps, net of tax $212 and $1,100 for nine months ended September 30, 2012 and 2011, respectively

(2,772)

^[1]

(2,772)

Stock plan activity

2,500

Stock plan activity (in shares)

37,601

Balance at Sep. 30, 2011

2,298,815

$ 379

2,710,536

(412,754)

(4,399)

5,053

Balance (in shares) at Sep. 30, 2011

37,942,107

Balance at Dec. 31, 2011

2,329,599

$ 379

2,711,109

(381,325)

(5,578)

5,014

Balance (in shares) at Dec. 31, 2011

37,945,707

Increase (Decrease) in Stockholders' Equity

Net income (loss)

(126,724)

(127,361)

637

Interest rate swaps, net of tax $212 and $1,100 for nine months ended September 30, 2012 and 2011, respectively

(3,115)

^[1]

(3,115)

Capitalized swap interest, net of tax $523

(897)

^[2]

(897)

Stock plan activity

3,149

Stock plan activity (in shares)

27,933

Balance at Sep. 30, 2012

$ 2,202,012

$ 379

$ 2,714,258

$ (508,686)

$ (9,590)

$ 5,651

Balance (in shares) at Sep. 30, 2012

37,973,640

[1]	Net of deferred taxes of $1.1 million during both the three and nine months ended September 30, 2011. Net of deferred taxes of $ 0.1 million and $ 0.2 million during the three and nine months ended September 30, 2012, respectively.
[2]	Net of deferred taxes of $ 0.2 million and $0.5 million during the three and nine months ended September 30, 2012, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Interest rate swaps, tax	$ 212	$ 1,100
Capitalized swap interest, tax	$ 523

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash Flows from Operating Activities:
Net income (loss)	$ (126,724)	$ 116,528
Adjustments to reconcile net loss to cash provided by operating activities:
Reduction in tax indemnity receivable	11,655
Equity in earnings (loss) from Real Estate Affiliates, net of distributions	14	(3,693)
Investment in Real Estate Affiliate basis adjustment		6,053
Provision for doubtful accounts	285	174
Depreciation	14,062	11,235
Amortization	3,653	2,357
Amortization of deferred financing costs and debt market rate adjustments, net	(49)	393
Amortization of intangibles other than in-place leases	(263)	(1,205)
Straight-line rent amortization	(379)	(1,223)
Deferred income taxes	6,454	(4,730)
Restricted stock and stock option amortization	3,149	2,500
Warrant liability loss (gain)	162,724	(100,762)
Master Planned Community and condominium development expenditures	(72,741)	(65,813)
Master Planned Community and condominium cost of sales	60,407	65,359
Net changes:
Accounts and notes receivable	13,284	(1,822)
Prepaid expenses and other assets	1,168	(3,463)
Deferred expenses	(2,377)	(872)
Accounts payable and accrued expenses	(15,341)	2,393
Other, net	279	(1,457)
Cash provided by operating activities	59,260	21,952
Cash Flows from Investing Activities:
Real estate and property expenditures	(36,815)	(25,015)
Cash acquired from The Woodlands acquisition, net of cash consideration		5,493
Reimbursement for infrastructure improvements from municipality		5,560
Proceeds from dispositions		1,130
Consideration paid to acquire Millennium Waterway Apartments, net of cash acquired	2,721
Distribution from Millennium Waterway Apartments	6,876
Proceeds from sales of investment in Real Estate Affiliates	8,579
Investments in Real Estate Affiliates, net	(496)
Decrease in restricted cash	4,251
Cash used in investing activities	(20,326)	(12,832)
Cash Flows from Financing Activities:
Proceeds from issuance of mortgages, notes and loans payable	44,828	241,644
Principal payments on mortgages, notes and loans payable	(37,193)	(241,148)
Deferred financing costs	(1,281)	(2,935)
Proceeds from issuance of management warrants		2,000
Cash provided by (used in) financing activities	6,354	(439)
Net change in cash and cash equivalents	45,288	8,681
Cash and cash equivalents at beginning of period	227,566	284,682
Cash and cash equivalents at end of period	272,854	293,363
Supplemental Disclosure of Cash Flow Information:
Interest paid	16,398	15,272
Interest capitalized	19,737	16,687
Income taxes paid	966
Consolidation of partner's interest:
Special Improvement District bond transfers associated with land sales	(2,689)	(3,188)
Real estate and property expenditures	11,984
Acquisition note related to The Woodlands (See Note 4)		96,500
Debt assumed from The Woodlands' acquisition (See Note 4)		296,695
Prepetition liabilities funded by GGP		3,323
MPC land contributed to Real Estate Affiliate	(2,190)
Purchase of land from GGP	(1,315)
Millennium Waterway Apartments
Consolidation of partner's interest:
Land	(15,917)
Building and equipment	(56,002)
Other Assets	(2,669)
Mortgages, notes and loans payable	55,584
Other liabilities	754
Reduction in investments in Real Estate Affiliates due to the acquisition	22,405
The Woodlands
Consolidation of partner's interest:
Reduction in investments in Real Estate Affiliates due to the acquisition		$ (128,764)
70 Columbia Corporate Center
Consolidation of partner's interest:
Land	(1,281)
Building and equipment	(13,089)
Other Assets	(2,957)
Mortgages, notes and loans payable	16,037
Other liabilities	$ 1,290

BASIS OF PRESENTATION AND ORGANIZATION

9 Months Ended

Sep. 30, 2012

BASIS OF PRESENTATION AND ORGANIZATION

BASIS OF PRESENTATION AND ORGANIZATION

NOTE 1 BASIS OF PRESENTATION AND ORGANIZATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as issued by the Securities Exchange Commission (the “SEC”). Such condensed consolidated financial statements do not include all of the information and disclosures required by GAAP for complete financial statements. In addition, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) should refer to The Howard Hughes Corporation’s (“HHC” or the “Company”) audited Consolidated Financial Statements for the year ended December 31, 2011 which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2011. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. We have made certain reclassifications in 2011 to conform to the 2012 presentation. In 2011, we reclassified $4.7 million of deferred income taxes from accounts payable and accrued expenses on the Condensed Consolidated Statements of Cash Flows to conform to the 2012 presentation. We reclassified certain salaries and overhead costs relating to land development activities for The Woodlands from general and administrative expenses to Master Planned Community operations of $1.5 million and $4.0 million related to the three and nine months ended September 30, 2011, respectively. In addition, we reclassified operating costs related to the Columbia office properties from general and administrative expenses to other property costs. The results for the interim period ended September 30, 2012 and 2011 are not necessarily indicative of the results to be expected for the full fiscal year.

As more fully described in Note 4, on July 1, 2011, we acquired our partner’s 47.5% economic interest in The Woodlands not previously owned by us. As a result of this acquisition, beginning on July 1, 2011, we consolidated the financial results of The Woodlands which were previously accounted for under the equity method. Our condensed consolidated statements of operations and cash flows for the nine months ended September 30, 2012 are not comparable to the same period in 2011 due to the consolidation of The Woodlands.

Management has evaluated all material events occurring subsequent to the date of the condensed consolidated financial statements up to the date and time this Quarterly Report is filed.

- Definition

The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.

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SPONSORS AND MANAGEMENT WARRANTS

9 Months Ended

Sep. 30, 2012

SPONSORS AND MANAGEMENT WARRANTS

SPONSORS AND MANAGEMENT WARRANTS

NOTE 2 SPONSORS AND MANAGEMENT WARRANTS

On November 9, 2010 (the “Effective Date”), we issued warrants to purchase 8.0 million shares of our common stock to certain of the sponsors (the “Sponsors Warrants”) with an estimated initial value of approximately $69.5 million. The initial exercise price for the warrants of $50.00 per share and the number of shares of common stock underlying each warrant are subject to adjustment for future stock dividends, splits or reverse splits of our common stock or certain other events. Approximately 6.1 million warrants are immediately exercisable, and approximately 1.9 million warrants are exercisable upon 90 days prior notice for the first 6.5 years after issuance and are subsequently exercisable without notice any time thereafter. The Sponsors Warrants expire on November 9, 2017.

In November 2010 and February 2011, we entered into certain warrant agreements (the “Management Warrants”) with David R. Weinreb, our Chief Executive Officer, Grant Herlitz, our President, and Andrew C. Richardson, our Chief Financial Officer, in each case prior to his appointment to such position. The Management Warrants representing 2,862,687 underlying shares which may be adjusted pursuant to a net settlement option were issued pursuant to such agreements at fair value in exchange for a combined total of approximately $19.0 million in cash from such executives at the commencement of their respective employment. Mr. Weinreb and Mr. Herlitz’s warrants have exercise prices of $42.23 per share and Mr. Richardson’s warrant has an exercise price of $54.50 per share. Generally, the Management Warrants become exercisable in November 2016 and expire by February 2018.

The estimated $230.2 million fair value for the Sponsors Warrants and estimated $60.3 million fair value for the Management Warrants as of September 30, 2012, have been recorded as liabilities because the holders of these warrants could require us to settle such warrants in cash upon a change of control. The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data. The estimated fair values for the Sponsor Warrants and Management Warrants were $102.6 million and $25.2 million, respectively, as of December 31, 2011. Increases (loss) and decreases (gain) in the fair value of the Sponsors Warrants and the Management Warrants are recognized in earnings.

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2012

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 3 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 any potentially dilutive common shares. The dilutive effect of options and non-vested stock issued under stock-based compensation plans is computed using the “treasury stock” method. The dilutive effect of the Sponsors Warrants and Management Warrants is computed using the if-converted method. Gains, if any, associated with the Sponsors Warrants and Management Warrants are excluded from the numerator in computing diluted earnings per share because inclusion of such gains in the computation would be anti-dilutive.

Information related to our EPS calculations is summarized as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(In thousands, except per share amounts)
Basic EPS:
Numerator:
Net income (loss)	$	(50,192	)	$	165,024		$	(126,724	)	$	116,528
Net income (loss) attributable to noncontrolling interests	781			(729		)	(637		)	(777		)
Net income (loss) attributable to common stockholders	$	(49,411	)	$	164,295		$	(127,361	)	$	115,751

Denominator:
Weighted average basic common shares outstanding	37,916			37,912			37,909			37,907

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	(49,411	)	$	164,295		$	(127,361	)	$	115,751
Less: Warrant liability gain	—			(169,897		)	—			(100,762		)
Adjusted net income (loss) available to common stockholders	$	(49,411	)	$	(5,602	)	$	(127,361	)	$	14,989

Denominator:

Weighted average basic common shares outstanding	37,916			37,912			37,909			37,907
Restricted stock and stock options	—			—			—			5
Warrants	—			843			—			1,585

Weighted average diluted common shares oustanding	37,916			38,755			37,909			39,497

Basic earnings (loss) per share:	$	(1.30	)	$	4.33		$	(3.36	)	$	3.05

Diluted earnings (loss) per share:	$	(1.30	)	$	(0.14	)	$	(3.36	)	$	0.38

The diluted EPS computations for the three and nine months ended September 30, 2012 exclude 843,962 stock options, 57,933 shares of restricted stock, 8,000,000 shares of common stock underlying the Sponsor Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti-dilutive.

Additionally, the diluted EPS computation for the three months ended September 30, 2011 excludes 692,362 stock options and 38,953 shares of restricted stock because their inclusion would have been anti-dilutive. The diluted EPS computation for the nine months ended September 30, 2011 excludes 692,362 stock options because their inclusion would have been anti-dilutive.

ACQUISITIONS AND DISPOSITIONS

9 Months Ended

Sep. 30, 2012

ACQUISITIONS AND DISPOSITIONS

ACQUISITIONS AND DISPOSITIONS

NOTE 4 ACQUISITIONS AND DISPOSITIONS

On August 15, 2012, we acquired 70 Columbia Corporate Center (“70 CCC”), a 169,590 square foot Class A office building located in the Columbia, Maryland town center by assuming a promissory note which encumbered the property and providing a participation right to the lender for 30% of the appreciation in the market value of the building less our preferred return. The promissory note bears interest at 4.25% and matures on August 31, 2017. The building was approximately 23.7% leased at closing. Simultaneous with the closing of the transaction, we executed a lease for 76,308 square feet that will increase occupancy to approximately 68.7% when the tenants take possession which is estimated to occur in March 2013. As part of the transaction, we deposited approximately $5.0 million into an escrow account for capital expenditures, tenant improvements and leasing commissions at the property. We are entitled to a 10% cumulative preferred return, after debt service, on our invested capital in the property. Cash flow is then split pro-rata based on our original contributed equity of $5.0 million plus any additional equity contributed and the loan amount. Excess proceeds from a capital event, after repayment of outstanding debt and the preferred return will be split 30% to the lender and 70% to us. The acquisition was recorded at fair value of $17.5 million and consists of land and a building that was valued as if it were vacant and the “as-if-vacant” value was allocated between the land and building. The “as-if-vacant” value was derived by estimating the value of the property assuming it was generating stabilized cash flows using market lease, capitalization and discount rates based on recent comparable market transactions, reduced by the estimated lease-up and carrying costs that we would incur to achieve stabilized cash flow if the property were vacant. The fair value of the liabilities assumed was determined using a discounted cash flow analysis. 70 CCC is included in our Operating segment.

On July 6, 2012, we sold 11.5 acres including 104,705 square feet of mostly vacant retail space in Pocatello, ID (Alameda Plaza) for $4.5 million. Our net earnings recognized on the sale was $2.0 million. As the sale of certain development assets is an integral part of our business strategy, we recognize the proceeds as revenue in the condensed consolidated statements of operations.

On May 31, 2012, we acquired our partner’s interest in the 393-unit Millennium Waterway Apartments for $6.9 million, following the funding of a $55.6 million ten-year non-recourse mortgage bearing a 3.75% interest rate. Total assets of $78.6 million and liabilities of $56.4 million, including the recently funded loan, were consolidated into our financial statements at fair value as of the acquisition date. Prior to the acquisition, we accounted for our investment in Millennium Waterway Apartments under the equity method. We now own 100% of this stabilized Class A multi-family property located in The Woodlands Town Center. Included in the condensed consolidated statements of operations are revenues of $1.9 million and $2.5 million and net earnings of $0.6 million and $0.9 million since the acquisition date, for the three and nine months ended September 30, 2012, respectively. In conjunction with this acquisition, we entered into a new joint venture with the partner to construct a 314-unit Class A multi-family property. Please refer to Note 7 — Real Estate Affiliates for information about the new joint venture.

On July 1, 2011, we acquired our partner’s 47.5% economic interest (represented by a 57.5% legal interest) in TWCPC Holdings, L.P., The Woodlands Operating Company, L.P. and TWLDC Holdings, L.P. (collectively referred to as “The Woodlands”) for $117.5 million. The Woodlands is located near Houston, Texas. As a result of the acquisition, we now consolidate The Woodlands operations into our financial statements: therefore, our condensed consolidated financial statements are not comparable for the nine months ended September 30, 2011.

Please refer to Note 15 — Segments for a presentation of the results as if we consolidated The Woodlands for all periods presented. Prior to such acquisition, we accounted for The Woodlands using the equity method. Our acquisition of The Woodlands net assets resulted in a $3.9 million after-tax loss on the re-measurement relating to our existing 52.5% economic interest which had a $134.8 million net book value at June 30, 2011. The loss is recorded in the Investment in Real Estate Affiliate basis adjustment line on our Condensed Consolidated Statements of Operations. Included in the Condensed Consolidated Statement of Operations for the three months and nine months ended September 30, 2011, are revenues of $40.3 million and a net loss of $7.9 million for the quarter ended September 30, 2011. The net loss includes the impact of purchase accounting adjustments, including an $8.6 million increase in cost of sales to reflect the step-up in basis of finished lot inventory sold during the three months ended September 30, 2011.

Pro Forma Information

The following pro forma information for the nine months ended September 30, 2011 was prepared as if The Woodlands’ acquisition had occurred as of the beginning of such period:

	Nine Months Ended September 30, 2011
	(In thousands)
Total revenues	$	276,240
Net income (loss) attributable to common shareholders	112,393

Pro forma adjustments were made for: (1) purchase accounting, including (a) depreciation for the step-up in basis for net property and equipment, (b) amortization of in-place and above/below market leases, (c) land cost of sales increase for step-up in land basis for finished lots acquired and sold and (d) amortization of deferred financing costs, prepaid commissions and deferred profits which were eliminated and (2) adjustments for interest expense which is capitalizable in accordance with our interest capitalization policy.

The pro forma information is not necessarily indicative of the results that would have occurred had the acquisition occurred as of the beginning of the period presented, nor is it necessarily indicative of future results.

IMPAIRMENT

9 Months Ended

Sep. 30, 2012

IMPAIRMENT

IMPAIRMENT

NOTE 5 IMPAIRMENT

We review our real estate assets, including operating assets, land held for development and sale and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Generally accepted accounting principles require that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its fair value. The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above or below market rate of return.

Our investment in each of the Real Estate Affiliates is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other-than-temporary. If the decrease in value of our investment in a Real Estate Affiliate is deemed to be other-than-temporary, our investment in such Real Estate Affiliate is reduced to its estimated fair value.

There were no impairment charges recorded during the three or nine months ended September 30, 2012 or 2011.

FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2012

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents, for each of the fair value hierarchy levels required under Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement,” our assets and liabilities that are measured at fair value on a recurring basis.

	September 30, 2012								December 31, 2011
	Fair Value Measurements Using								Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)								(In thousands)
Liabilities
Warrants	$	290,488	$	—	$	—	$	290,488	$	127,764	$	—	$	—	$	127,764
Interest rate swaps	7,724		—		7,724		—		4,367		—		4,367		—

The valuation of warrants is based on an option pricing valuation model. The inputs to the model include the fair value of the stock related to the warrants, exercise price of the warrants, term, expected volatility, risk-free interest rate and dividend yield.

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts and includes consideration of counterparty credit risk. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves.

The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3):

	2012		2011
	(In thousands)
Balance as of December 31,	$	127,764	$	227,348
Warrant liability (gain) loss	162,724		(100,762		)
Purchases	—		2,000
Balance as of September 30,	$	290,488	$	128,586

The significant unobservable input used in the fair value measurement of our warrants designated as Level 3 as of September 30, 2012 is as follows:

	Fair Value		Valuation Technique	Unobservable Input	Range/ Average
	(In thousands)

Warrants	$	290,488	Option Pricing Valuation Model	Expected Volatility (a)	27%-28% (28%)

(a) Based on the asset volatility of comparable companies.

The expected volatility in the table above is a significant unobservable input used to estimate the fair value of our warrant liabilities. An increase in expected volatility would increase the fair value of the liability, while a decrease in expected volatility would decrease the fair value of the liability.

The following tables summarize our assets and liabilities that were measured at fair value on a non-recurring basis:

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss (Gain) Three and Nine Months Ended September 30, 2012
	(In thousands)
Investment in Real Estate Affiliates	$	22,405	$	22,405	(a)	$	—	$	—	$	—

(a) We measured our equity interest in Millennium Waterway Apartments based on our purchase of our partner’s 23.5% economic interest in Millennium Waterway Apartments. We used Level 1 inputs for the cash payment.

The estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows:

	September 30, 2012				December 31, 2011
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In thousands)
Assets:
Notes receivable, net	$	28,677	$	28,677	$	35,354	$	35,354
Tax indemnity receivable, including interest	326,150		(c)		331,771		(c)

Liabilities:
Fixed-rate debt	$	159,098	$	160,689	$	83,164	$	85,047
Variable-rate debt (a)	473,778		473,778		468,100		468,100
SID bonds (b)	50,928		50,928		55,213		55,213
Total mortgages, notes and loans payable	683,804		685,395		606,477		608,360

(a) As more fully described below, $172.0 million of variable-rate debt has been swapped to a fixed rate for the term of the related debt.

(b) Due to the uncertain repayment terms of the Special Improvement District (“SID”) bonds, the carrying value approximates fair value.

(c) It is not practicable to estimate the fair value of the tax indemnity receivable, including interest, as the timing and ultimate amount received under contract is highly dependent on numerous future events that cannot be reliably predicted.

Notes receivables are carried at net realizable value which approximates fair value. The estimated fair values of these notes receivable are categorized as Level 3 due to certain factors, such as current interest rates, terms of the note and credit worthiness of the borrower.

The fair value of debt in the table above was estimated based on a discounted future cash payment model using Level 2 inputs which includes risk premiums for loans of comparable quality and a risk free rate derived from the current London Interbank Offered Rate (“LIBOR) or U.S. Treasury obligation interest rates. The discount rates 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 assuming that the debt is outstanding through maturity.

The carrying amounts of cash and cash equivalents and accounts receivable approximate fair value because of the short-term maturity of these instruments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13504-108611

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

REAL ESTATE AFFILIATES

9 Months Ended

Sep. 30, 2012

REAL ESTATE AFFILIATES

REAL ESTATE AFFILIATES

NOTE 7 REAL ESTATE AFFILIATES

In the ordinary course of business, we enter into partnerships or joint ventures primarily for the development and operations of real estate assets which are referred to as real estate affiliates. These partnerships or joint ventures are typically characterized by a non-controlling ownership interest with decision making and distribution of expected gains and losses being proportionate to the ownership interest. We account for these partnerships and joint ventures in accordance with ASC 810, as amended (“ASC 810”).

In accordance with ASC 810, we assess our partnerships or joint ventures at inception to determine if any meet the qualifications of a variable interest entity (“VIE”). We consider a partnership or joint venture to be a VIE if: (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity); or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, we reassess our initial determination of whether the partnership or joint venture is a VIE. We also perform a qualitative assessment of each VIE to determine if we are the primary beneficiary, as required by ASC 810.

We account for investments in joint ventures deemed to be variable interest entities for which we are not considered to be the primary beneficiary using the equity method, and investments in joint ventures where we have virtually no influence on the joint venture’s operating and financial policies, on the cost method. Generally, the operating agreements with respect to our Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages.

On October 11, 2011, we entered into a joint venture with two local developers and formed HHMK Development, LLC to explore the development of a luxury condominium tower at the Ala Moana Center, Honolulu, HI. On June 14, 2012, we formed another 50:50 joint venture, KR Holdings, LLC (“KR Holdings”), with the same partner. The initial capital contribution which is due at closing for the construction loan will include our interest in the condominium declaration and air rights for the condominium tower and cash from our partner. We anticipate the construction loan to close in June 2013. We determined that KR Holdings is a VIE, and that we are not the primary beneficiary. Accordingly, we account for our investment in KR Holdings using the equity method. On September 17, 2012, KR Holdings closed on two $20.0 million non-recourse mezzanine loan commitments with List Island Properties, LLC and A & B Properties, Inc. These loans have a blended interest rate of 12%, must be drawn in full at the construction loan closing date and mature on April 30, 2018 with the option to extend for one year. In addition to the mezzanine loans, A & B Properties and List Island Properties, LLC, both have a back-end profit interest in KR Holdings, LLC, which entitles them to receive a share of the profits after we get a return of our capital plus a 13% preferred return on our capital. LIST Co., Ltd, the parent of List Island Properties, LLC, will serve as an exclusive representative for buyers in Japan for the residences. Three million dollars of the $40.0 million provided by the mezzanine lenders may be drawn and used to fund the pre-development costs of the venture. Per the terms of the mezzanine loans, the venture is not required to repay this $3.0 million if the construction loan fails to close or the project fails to go forward. Of the committed pre-development costs, $2.0 million has been funded as of September 30, 2012 and is non-interest bearing.

On May 14, 2012, we entered into a joint venture, Millennium Woodlands Phase II, LLC (“Millennium Phase II”), with the same partner from Millennium Waterway Apartments as discussed in Note 4 for the construction of a 314-unit Class A multi-family complex in The Woodlands Town Center. Our partner is the managing member of Millennium Phase II. As the managing member, our partner controls, directs, manages and administers the affairs of Millennium Phase II. Millennium Phase II is a variable interest entity, and although we have the majority ownership interest in the joint venture, we determined that we are not the primary beneficiary because our partner has the power to direct activities that most significantly impact the economic performance of the joint venture (81.43%). On July 5, 2012, Millennium Phase II was capitalized by our contribution of 4.8 acres of land valued at $15.5 million to the joint venture, our partner’s contribution of $3.0 million in cash, and by a construction loan in the amount of $37.7 million which is guaranteed by our partner. The development of Millennium Phase II further expands our multi-family portfolio in The Woodlands Town Center.

On October 30, 2012, we funded $4.5 million in cash to the Bridges at Mint Hill joint venture in accordance with the venture’s operating agreement. The cash was used to repay a mortgage secured by land to be contributed by our partner. As a result, our ownership percentage increased to 90.5% from 79.0%, and we now have the ability to direct the significant economic activities of the entity; therefore, we will begin consolidating this joint venture in the fourth quarter of 2012.

The Bridges at Mint Hill, LLC, HHMK Development, LLC, KR Holdings, LLC, Millennium Woodlands Phase II, LLC and the Parcel D Development, LLC joint venture entities included in the table below are VIEs. The aggregate carrying value of the unconsolidated VIEs was $7.9 million and $3.2 million as of September 30, 2012 and December 31, 2011, respectively, and was classified as Investments in Real Estate Affiliates in the Condensed Consolidated Balance Sheet. Because these joint ventures are in the pre-development stage, there were no earnings for the three and nine months ended September 30, 2012. Our maximum exposure to loss as a result of these investments is limited to the aggregate carrying value of the investment as we have not provided any guarantees on behalf of these VIEs.

Below is a summary of our Investments in Real Estate Affiliates:

	Economic/ Legal Ownership				Carrying Value				Share of Earnings/Dividends
	September 30,		December 31,		September 30,		December 31,		Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011		2012		2011		2012			2011		2012		2011
	(In percentages)				(In thousands)				(In thousands)

The Woodlands (a)					$	—	$	—	$	—		$	—	$	—	$	3,727
Bridges at Mint Hill, LLC (b)	79.00	%	79.00	%	673		180		—			—		—		—
Circle T	50.00	%	50.00	%	9,004		9,004		—			—		—		—
Forest View Apartments (c) (d)	—		50.00	%	—		5,358		—			1		2		1
HHMK Development, LLC	50.00	%	50.00	%	947		—		—			—		—		—
KR Holdings, LLC	50.00	%	—		—		—		—			—		—		—
Millennium Waterway Apartments (e)	100.00	%	83.55	%	—		21,998		—			14		406		14
Millennium Woodlands Phase II, LLC	81.43	%	—		2,190		—		—			—		—		—
Parcel D Development, LLC	50.00	%	50.00	%	4,084		2,990		—			—		—		—
Stewart Title (c)	50.00	%	50.00	%	3,758		3,643		324			85		640		85
Timbermill Apartments (c) (d)	—		50.00	%	—		3,988		—			1		2		1
Woodlands Sarofim #1 (c)	20.00	%	20.00	%	2,462		2,456		(14		)	30		6		30
Other investments					300		—		—			—		—		—
					23,418		49,617		310			131		1,056		3,858
Cost basis investments (f)					12,744		12,978		—			35		2,376		3,929
Total					$	36,162	$	62,595	$	310		$	166	$	3,432	$	7,787

(a) As of July 1, 2011, The Woodlands is consolidated and no longer a Real Estate Affiliate (Refer to Note 4). Prior to July 1, 2011, we owned 52.5% economic interest in The Woodlands.

(b) Ownership percentage as of October 30, 2012 is 90.50%

(c) Equity investment consolidated into our financial statements as part of the acquisition of our partner’s economic interest in The Woodlands on July 1, 2011.

(d) On April 19, 2012, the joint ventures owning the Forest View and Timbermill Apartments completed their sale to a third party. Our share of the distributable cash, after repayment of debt and transaction expenses, was $8.6 million.

(e) On May 31, 2012, we acquired our partner’s interest for $6.9 million and consolidated this property.

(f) Includes dividends received from Summerlin Hospital Medical Center.

As of September 30, 2012, approximately $9.1 million of indebtedness was secured by the properties owned by our Real Estate Affiliates in which our share was approximately $2.5 million (KR Holdings, LLC - $1.0 million; Millennium Woodlands Phase II - $0.1 million; and Woodlands Sarofim #1 - $1.4 million) based upon our economic ownership. The debt is non-recourse to us.

MORTGAGES, NOTES AND LOANS PAYABLE

9 Months Ended

Sep. 30, 2012

MORTGAGES, NOTES AND LOANS PAYABLE.

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 8 MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:

	September 30,		December 31,
	2012		2011
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	159,098	$	83,164
Special Improvement District bonds	50,928		55,213
Variable-rate debt:
Collateralized mortgages, notes and loans payable	473,778		468,100
Total mortgages, notes and loans payable	$	683,804	$	606,477

The following table presents our mortgages, notes, and loans payable by property:

				Maximum		Carrying Value
	Final Maturity (a)	Interest Rate		Facility Amount		September 30, 2012		December 31, 2011
						(In thousands)

110 N. Wacker (b)	October 2019	5.21	%			$	29,000	$	29,000

70 Columbia Corporate Center	August 2017	4.25	%			16,037		—

Other Financing Arrangements	July 2015	—				754		—

Bridgeland
Land Loan (d)	June 2022	5.50	%			18,066		—
Development Loan (e)	June 2015	5.00	%	$	30,000	2,757		—
Various mortgage notes	—	—				—		20,604
Bridgeland Total						20,823		20,604

Special Improvement District bonds
Summerlin South - S108	December 2016	5.95	%			1,183		1,302
Summerlin South - S124	December 2019	5.95	%			342		378
Summerlin South - S128	December 2020	7.30	%			825		862
Summerlin South - S128C	December 2030	6.05	%			5,847		5,956
Summerlin South - S132	December 2020	6.00	%			5,067		5,378
Summerlin South - S151	June 2025	6.00	%			11,064		12,293
Summerlin West - S808	April 2021	5.71	%			—		682
Summerlin West - S809	April 2023	6.65	%			—		1,000
Summerlin West - S810	April 2031	7.13	%			22,185		22,770
The Shops at Summerlin Centre - S128	December 2030	6.05	%			3,765		3,829
The Shops at Summerlin Centre - S108	December 2016	5.95	%			650		713
SID Payable to Nevada Cancer Institute	December 2019	5.95	%			—		50
Special Improvement District bonds Total						50,928		55,213

The Woodlands
Master Credit Facility (f)	March 2015	5.00	%	$	270,000	176,704		183,000
Resort and Conference Center (g)	October 2013	6.00	%			36,100		36,100
2201 Lake Woodlands Drive	November 2016	5.25	%			—		4,803
Weiner Tract	January 2013	6.25	%			—		1,479
Land in Montgomery Co.	December 2012	6.00	%			—		649
Land in Harris Co.	January 2013	6.00	%			—		381
Capital lease obligation	—	2.84	%			67		147
CVS	upon sale	3.25	%			—		101
4 Waterway Square	December 2023	4.88	%			40,359		41,000
9303 New Trails	December 2023	4.88	%			13,781		14,000
3 Waterway Square (h)	January 2017	3.25	%	$	43,295	217		—
20/25 Waterway	May 2022	4.79	%			14,450		—
Millennium Waterway Apartments (i)	June 2022	3.75	%			55,584		—
The Woodlands Total						337,262		281,660

Ward Centers (j)	September 2016	3.40	%	$	250,000	229,000		220,000

						$	683,804	$	606,477

(a) Maturity date includes any extension option periods which are within our control.

(b) Loan has a stated interest rate of one-month LIBOR + 2.25%. The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity.

(d) Loan is for ten year term. First five years interest is fixed at 5.50% and for second five years interest rate is floating based on three-month LIBOR +2.75%.

(e) Revolving development loan provides for a maximum of $30.0 million outstanding balance at any time with all draws not to exceed $140.0 million. The loan bears interest at three-month LIBOR + 3.25% and has a 5.00% minimum rate.

(f) Loan bears interest at one-month LIBOR + 4.00% and has a 1.00% LIBOR floor.

(g) Loan currently bears interest at one-month LIBOR + 5.00% and has a 1.00% LIBOR floor. The rate increases by 0.5% every six months after March 23, 2012 until maturity.

(h) Loan bears interest at one-month LIBOR + 2.65%.

(i) Loan payments are interest only until June 2017, then monthly principal and interest payment of $257,418 with unpaid balance due at maturity.

(j) Loan has a stated interest rate of one-month LIBOR + 2.50%. $143.0 million of the outstanding principal balance is swapped to a 3.80% fixed rate through maturity.

The weighted average interest rate on our mortgages, notes and loans payable was 4.52% and 4.68% as of September 30, 2012 and December 31, 2011, respectively.

Mortgages, Notes and Loans Payable

As of September 30, 2012, we had $683.8 million of mortgages, notes and loans payable. Approximately $337.3 million of the debt included in the table above is related to The Woodlands, which was consolidated on July 1, 2011. All of the debt is non-recourse and is secured by the individual properties as listed in the table above, except for The Woodlands Master Credit Facility and Resort and Conference Center loans which are recourse to the partnerships that directly own The Woodlands operations, and a $7.0 million parent guarantee associated with the 110 N. Wacker mortgage, which is more fully discussed below.

The Woodlands Master Credit Facility is a $270.0 million facility consisting of a $170.0 million term loan and a $100.0 million revolving credit line (together, the “TWL Facility”). As of September 30, 2012, the TWL Facility had an outstanding balance of $176.7 million. The TWL Facility bears interest at one-month LIBOR plus 4.00% with a 1.00% LIBOR floor, has a March 29, 2014 initial maturity date and a one-year extension at borrower’s option. The TWL Facility also contains certain restrictions or covenants that, among other things, require the maintenance of specified financial ratios, restrict the incurrence of additional indebtedness at The Woodlands, and limit distributions from The Woodlands to us. Until The Woodlands leverage, as defined by the credit agreement, is less than a 40.0% loan to value ratio, we must amortize the debt on a dollar for dollar basis for any distributions that we make from The Woodlands. We have not distributed and do not currently intend to distribute cash from The Woodlands; therefore, this distribution provision has had no impact on us. As of September 30, 2012, leverage was approximately 37.90%. There was $11.0 million of undrawn and available borrowing capacity under the TWL Facility based on the collateral underlying the facility and covenants as of September 30, 2012. The TWL Facility also requires mandatory principal amortization payments during its initial term and during the extension period, if exercised. Repayments of $25.0 million and $30.0 million are required on March 29, 2013 and, if extended, 2014, respectively. Furthermore, $10.0 million is due on each of June 29, September 29 and December 29, 2014 during the extension period.

On August 15, 2012, we assumed a $16.0 million loan as part of the acquisition of 70 CCC. The non-recourse, interest only promissory note matures on August 31, 2017, has a fixed rate of 4.25% and is secured by the property. Please refer to Note 4 — Acquisitions and Dispositions for description of the acquisition.

The Woodlands Resort and Conference Center loan has a $36.1 million outstanding balance as of September 30, 2012. The maturity date has been extended to December 2012 and may be further extended to October 2013 at our option. The loan bears interest at one-month LIBOR plus 5.00% as of September 30, 2012 and has a 1.00% LIBOR floor. The rate began to increase by 0.50% every six months after March 23, 2012 until maturity. The loan is secured by a 440-room and 40-acre conference center and resort located within The Woodlands, and requires the maintenance of specified financial ratios.

During the second quarter of 2012, we refinanced $18.1 million of existing debt related to our Bridgeland master planned community with a ten-year term loan facility at a fixed interest rate of 5.50% for the first five years and three-month LIBOR plus 2.75% for the remaining term and maturing on June 29, 2022. Beginning on June 29, 2014, annual principal payments are required in the amount of 5.00% of the then outstanding principal balance. In addition, we simultaneously entered into a three-year revolving credit facility with aggregate borrowing capacity of $140.0 million and which has a $30.0 million maximum outstanding loan amount at any time. The revolving loan bears interest at the greater of 5.00% or LIBOR plus 3.25% and matures on June 29, 2015. This loan is intended to provide working capital at Bridgeland in order to accelerate development efforts to meet the demand of homebuilders for finished lots in the community. The Bridgeland loans are cross collateralized and cross-defaulted and the Bridgeland Master Planned Community serves as collateral for the loans. The loans also require that Bridgeland maintain a minimum $3.0 million cash balance and a minimum net worth of $250.0 million. Additionally, we are restricted from making cash distributions from Bridgeland unless the revolver has no outstanding balance and one year of real estate taxes and debt service on the term loan have been escrowed with the lender.

On May 31, 2012, as part of our acquisition of the partner’s interest in Millennium Waterway Apartments, we consolidated a $55.6 million non-recourse first mortgage loan. The proceeds from the mortgage were used to refinance the joint venture’s existing debt and to fund our acquisition of the partner’s interest in the property. The loan matures on June 1, 2022 and has a fixed interest rate of 3.75%. Payments are interest only until June 2017, then monthly principal and interest payments of $257,418 with the unpaid principal balance due at maturity.

On April 26, 2012, we closed on a 10-year, fixed rate loan with interest at 4.79% secured by 20/25 Waterway Avenue. The proceeds from the loan were $13.6 million.

On February 2, 2012, we secured non-recourse financing totaling $43.3 million for the construction of 3 Waterway Square, an eleven-story, 232,021-square foot office building in The Woodlands. The loan matures on January 31, 2015 and has two, one-year extension options. The loan bears interest at LIBOR plus 2.65%.

On December 5, 2011, we secured a $41.0 million loan for 4 Waterway Square and a $14.0 million loan for 9303 New Trails. The non-recourse mortgages mature on December 11, 2023 and have fixed interest rates of 4.88%.

On September 30, 2011, we closed on a $250.0 million first mortgage financing secured by the Ward Centers in Honolulu, HI, that bears interest at LIBOR plus 2.50%. The loan matures on September 29, 2016, and $143.0 million of the principal balance was swapped to a 3.80% fixed rate for the term of the loan. The loan had a weighted-average interest rate of 3.40% as of September 30, 2012. The loan may be drawn to a maximum $250.0 million to fund capital expenditures at the property; provided, that the outstanding principal balance cannot exceed 65% of the property’s appraised value and the borrowers are required to have a minimum 10% debt yield to draw additional loan proceeds under the facility. The loan also permits partial repayment during its term in connection with property releases for development. On September 17, 2012, we drew an additional $9.0 million on the loan. As a result, the unused portion of this mortgage is $21.0 million as of September 30, 2012.

On May 10, 2011, we closed a $29.0 million first mortgage financing secured by our office building located at 110 N. Wacker Drive in Chicago, IL which bears interest at LIBOR plus 2.25%. At closing, the interest rate on the loan was swapped to a 5.21% fixed rate for the term of the loan. The loan matures on October 31, 2019 and its term is coterminous with the expiration of the first term of the existing tenant’s lease. The loan has an interest-only period through April 2015 and, thereafter, amortizes ratably to $12.0 million through maturity. We provided a $7.0 million repayment guarantee for the loan, which is reduced on a dollar for dollar basis during the amortization period.

As of September 30, 2012, $1.1 billion of land, buildings and equipment and developments in progress (before accumulated depreciation) have been pledged as collateral for our mortgages, notes and loans payable.

Special Improvement District Bonds

The Summerlin master planned community uses Special Improvement District bonds to finance certain common infrastructure improvements. These bonds are issued by the municipalities and, although unrated, are secured by the assessments on the land. The majority of proceeds from each bond issued is held in a construction escrow and disbursed to us as infrastructure projects are completed, inspected by the municipalities and approved for reimbursement. Accordingly, the Special Improvement District bonds have been classified as debt. The Summerlin Master Planned Community pays the debt service on the bonds semi-annually. However, our residential land sales contracts provide for the reimbursement of the principal amounts included in these debt service payments. In addition, as Summerlin sells land, the purchasers assume a proportionate share of the bond obligation.

As of September 30, 2012, we were in compliance with all of the financial covenants related to our debt agreements.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

9 Months Ended

Sep. 30, 2012

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 9 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are primarily exposed to interest rate risks related to our variable interest debt, and we seek to manage this risk by utilizing interest rate derivatives. Our objectives in using interest rate derivatives are to add stability to interest costs by reducing our exposure to interest rate movements. To accomplish this objective and predictability, we use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The outstanding derivatives at September 30, 2012 were used to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and nine months ended September 30, 2012, the amount of ineffectiveness recorded in earnings was insignificant.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. Over the next 12 months, we estimate that an additional $2.3 million will be reclassified as an increase to interest expense.

As of September 30, 2012, we had gross notional amounts of $172.0 million for interest rate swaps and a $100.0 million interest rate cap that were designated as cash flow hedges of interest rate risk. The fair value of the interest rate cap derivative was insignificant.

The table below presents the fair value of our derivative financial instruments which are included in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets:

	September 30,		December 31,
	2012		2011
	(In thousands)
Interest Rate Swaps	$	7,724	$	4,367
Total derivatives designated as hedging instruments	$	7,724	$	4,367

The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Statements of Operations:

	Three months ended September 30,							Three months ended September 30,
	2012			2011				2012			2011
Cash Flow Hedges	Amount of (Loss) Recognized in OCI			Amount of Gain (Loss) Recognized in OCI			Location of Gain (Loss) Reclassified from AOCI into Earnings	Amount of (Loss) Reclassified from AOCI into Earnings			Amount of Gain or (Loss) Reclassified from AOCI into Earnings
	(In thousands)							(In thousands)
Interest Rate Swaps	$	(1,466	)	$	(1,834	)	Interest Expense	$	(512	)	$	(205	)
	$	(1,466	)	$	(1,834	)		$	(512	)	$	(205	)

	Nine months ended September 30,							Nine months ended September 30,
	2012			2011				2012			2011
Cash Flow Hedges	Amount of (Loss) Recognized in OCI			Amount of Gain (Loss) Recognized in OCI			Location of Gain (Loss) Reclassified from AOCI into Earnings	Amount of (Loss) Reclassified from AOCI into Earnings			Amount of Gain or (Loss) Reclassified from AOCI into Earnings
	(In thousands)							(In thousands)
Interest Rate Swaps	$	(4,627	)	$	(2,582	)	Interest Expense	$	(1,512	)	$	(316	)
	$	(4,627	)	$	(2,582	)		$	(1,512	)	$	(316	)

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

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+ Details

INCOME TAXES

9 Months Ended

Sep. 30, 2012

INCOME TAXES

INCOME TAXES

NOTE 10 INCOME TAXES

Several of our subsidiaries are involved in a dispute with the IRS relating to years in which those subsidiaries were owned by GGP, and in connection therewith General Growth Properties (“GGP”) has provided us with an indemnity against certain potential tax liabilities. Pursuant to the Tax Matters Agreement, GGP has indemnified us from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which we become subject (the “Tax Indemnity”), in each case solely to the extent directly attributable to certain taxes related to sales of certain assets in our Master Planned Communities segment prior to March 31, 2010 (“MPC Taxes”), in an amount up to $303.8 million, plus interest and penalties related to these amounts (the “Indemnity Cap”) so long as GGP controls the action in the Tax Court related to the dispute with the IRS as described below. We recorded the Tax Indemnity receivable at the Indemnity Cap amount as of the spinoff date. The unrecognized tax benefits and related accrued interest recorded through September 30, 2012 are primarily related to the taxes that are the subject of the Tax Indemnity. We have recorded interest income receivable on the Tax Indemnity receivable in the amounts of $34.0 million and $28.0 million as of September 30, 2012 and December 31, 2011, respectively.

The timing of the utilization of the tax assets attributable to indemnified and non-indemnified gains results in changes to the Tax Indemnity receivable and is dependent on numerous future events, such as the timing of recognition of indemnified and non-indemnified gains, the amount of each type of gain recognized in each year, the use of specific deductions and the ultimate amount of indemnified gains recognized. These non-cash changes could be material to our financial statements. Resolution of the Tax Court case noted below could also result in changes to the master planned community deferred gains and the timing of utilization of the tax assets, both of which could result in changes to the Tax Indemnity receivable. We record the Tax Indemnity receivable based on the amounts indemnified which are determined in accordance with the provisions set forth in ASC 740 (Income Taxes).

During the three and nine months ended September 30, 2012, the reduction in tax indemnity receivable of $2.9 million and $11.7 million, respectively, related to our utilization of tax assets that contractually limit the amount we can receive pursuant to the Tax Matters Agreement and changes to our deferred tax liability for the MPC Taxes.

On May 6, 2011, GGP filed Tax Court petitions on behalf of the two former taxable REIT subsidiaries of GGP seeking a redetermination of federal income tax for the years 2007 and 2008. The petitions seek to overturn determinations by the IRS that the taxpayers were liable for combined deficiencies totaling $144.1 million. On October 20, 2011, GGP filed a motion in the United States Tax Court to consolidate the cases of the two former taxable REIT subsidiaries of GGP subject to litigation with the Internal Revenue Service due to the common nature of the cases’ facts and circumstances and the issues being litigated. The United States Tax Court granted the motion to consolidate. The litigation is currently scheduled for trial in November 2012.

Unrecognized tax benefits recorded pursuant to uncertain tax positions were $101.0 million as of September 30, 2012 and $101.4 as of December 31, 2011, excluding interest, of which this entire amount would not impact our effective tax rate. Accrued interest related to these unrecognized tax benefits amounted to $34.5 million as of September 30, 2012 and $28.5 million as of December 31, 2011. We recognized an increase in interest expense related to the unrecognized tax benefits of $2.1 million and $6.0 million for the three and nine months ended September 30, 2012, respectively. A significant amount of the unrecognized tax benefits recorded in the financial statements are related to the tax court litigation and are expected to be resolved within the next twelve months.

We file a consolidated corporate tax return which includes all of our subsidiaries with the exception of Victoria Ward, Limited (“Ward”, substantially all of which is owned by us). Ward elected to be taxed as a REIT, commencing with the taxable year beginning January 1, 2002. Ward has satisfied the REIT distribution requirements for 2011, and presently we intend to continue to operate Ward as a REIT.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

STOCK-BASED PLANS

9 Months Ended

Sep. 30, 2012

STOCK-BASED PLANS

STOCK-BASED PLANS

NOTE 11 STOCK-BASED PLANS

Stock Options

Our stock based plans are described, and informational disclosures provided, in the notes to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2011. The following table summarizes our stock option plan activity for the nine months ended September 30, 2012:

	Stock Options		Weighted Average Exercise Price
Stock Options Outstanding at December 31, 2011	712,640		$	57.72
Granted	165,000		63.38
Forfeited	(36,200	)	58.56
Stock Options Outstanding at September 30, 2012	841,440		$	58.79

Options granted vest ratably over five years, expire ten years after the grant date and generally do not become exercisable until 2017 due to their restriction on exercise until after the five-year anniversary of grant date.

Restricted Stock

During the second quarter of 2012, we granted 14,900 shares of restricted stock shares at a share price of $67.11. The restrictions on the shares generally lapse in 2017. In addition, shares of restricted stock shares totaling 13,033 at a share price of $60.15 were awarded to certain non-employee directors as part of an annual retainer for their services during the second quarter of 2012. Likewise, 8,953 of restricted stock shares at a share price $65.04 were awarded during the second quarter of 2011. The restrictions on the shares granted in 2011 have lapsed and the restrictions on the shares granted in 2012 will generally lapse in the second quarter of 2013. As of September 30, 2012, there were 57,933 shares of restricted stock outstanding.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

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-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
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+ Details

OTHER ASSETS AND LIABILITIES

9 Months Ended

Sep. 30, 2012

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

NOTE 12 OTHER ASSETS AND LIABILITIES

Prepaid Expenses and Other Assets

The following table summarizes the significant components of prepaid expenses and other assets.

	September 30,		December 31,
	2012		2011
	(In thousands)
Special Improvement District receivable	$	41,402	$	40,580
Other receivables	2,818		4,181
Federal income tax receivable	5,401		5,393
Prepaid expenses	7,209		6,507
Below-market ground leases	20,426		20,680
Security and escrow deposits	12,944		17,266
Above-market tenant leases	1,042		1,014
Uncertain tax position asset	12,070		11,935
In-place leases	13,713		11,865
Intangibles	3,714		3,074
Other	4,013		4,661
	$	124,752	$	127,156

Accounts Payable and Accrued Expenses

The following table summarizes the significant components of accounts payable and accrued expenses.

	September 30,		December 31,
	2012		2011
	(In thousands)
Construction payable	$	11,470	$	8,923
Accounts payable and accrued expenses	38,998		45,078
Membership deposits	19,091		16,033
Above-market ground leases	2,629		2,748
Deferred gains/income	8,112		5,739
Accrued interest	2,218		2,747
Accrued real estate taxes	8,916		3,439
Tenant and other deposits	7,882		5,966
Insurance reserve	6,015		4,728
Accrued payroll and other employee liabilities	10,205		9,658
Interest rate swaps	7,724		4,367
Other	13,500		15,978
	$	136,760	$	125,404

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2012

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

NOTE 13 COMMITMENTS AND CONTINGENCIES

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.

We had outstanding letters of credit and surety bonds of $34.5 million as of September 30, 2012 and $41.6 million as of December 31, 2011. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

On June 29, 2012, we entered into an agreement to amend and restate the South Street Seaport ground lease with the City of New York according to the terms described in a non-binding letter of intent, dated December 12, 2011 between the New York City Economic Development Corporation and us. The agreement allows for the redevelopment of Pier 17 (“Renovation Project”). The restated ground lease will become effective when we meet certain milestones, the most important of which is the commencement of construction by June 30, 2013. Following commencement of construction of the Renovation Project, annual ground rent will be fixed at $1.2 million with an escalation of 3.00% annually and we will be entitled to a total $1.5 million rent credit, to be taken monthly over a 30-month period. We also must provide a completion guarantee to New York City for the Renovation Project. We agreed to pay approximately $1.1 million of esplanade maintenance costs over a five-year period. The initial esplanade payment of $210,000 per year escalates annually at CPI for the duration of the lease.

See Note 10 for additional contingencies related to our uncertain tax positions.

- Definition

The entire disclosure for commitments and contingencies.

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-Name Statement of Financial Accounting Standard (FAS)
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+ Details

TRANSACTIONS RELATED TO THE SPINOFF FROM GGP AND RELATED PARTIES

9 Months Ended

Sep. 30, 2012

NOTE 14 TRANSACTIONS RELATED TO THE SPINOFF FROM GGP AND RELATED PARTIES

Prior to the Effective Date, we entered into a Transition Services Agreement (the “TSA”) whereby GGP agreed to provide to us, on a transitional basis, certain specified services on an interim basis for various terms not exceeding 24 months following the Spinoff, subject to our right of earlier termination. Concurrently, we entered into a Reverse Transition Services Agreement (“RTSA”) whereby we agreed to provide GGP with certain income tax and accounting support services, also subject to earlier termination prior to its scheduled expiration of November 9, 2013. We incurred $0.4 million of expenses related to the TSA, and we received negligible reimbursements under the RTSA for the nine months ended September 30, 2011. No services have been provided under the TSA and RTSA for the nine months ended September 30, 2012, and we do not expect to provide or incur any services in the future. On November 9, 2010, we entered in to a Tax Matters Agreement with GGP. For a discussion of the Tax Matters Agreement, please refer to Note 10 — Income Taxes.

In January 2011, we entered into a Transition Agreement with TPMC Realty Services Group, Inc. (“TPMC”). David Weinreb, a director and our CEO, is the sole equity owner and the chief executive officer of TPMC, and Grant Herlitz, our president, is the president of TPMC. The Transition Agreement provided for, among other things, certain mutual transactions and services that facilitated the continuity of Company management, the net value of which were not material for the nine months ended September 30, 2011. Additionally, reflected in our general and administrative expense for the nine months ended September 30, 2011 are reimbursements to TPMC of $0.9 million related to Mr. Weinreb’s employment agreement with us. We also entered into a lease agreement for 3,253 square feet of office space in Los Angeles, California with an affiliate of TPMC, which commenced on May 1, 2011. Annual rental expense relating to the lease is approximately $111,965 per year and the lease expires in July 2016.

On January 31, 2011, we terminated a Management Services Agreement with Brookfield Advisors LP. Pursuant to the agreement which was executed on August 6, 2010, Brookfield Advisors LP provided us services that included strategic advice, project development oversight, financial planning, financing consultation, internal controls expertise and community and investor relations. This agreement provided for payments to Brookfield Advisors LP of $0.5 million per month.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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-Number 210
-Section 04
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-Article 3A

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

SEGMENTS

9 Months Ended

Sep. 30, 2012

SEGMENTS

SEGMENTS

NOTE 15 SEGMENTS

We have three business segments which offer different products and services. Our three segments are managed separately because each requires different operating strategies or management expertise and are reflective of management’s operating philosophies and methods. In addition, our segments or assets within such segment could change in the future as development of certain properties commences or other operational or management changes occur. We do not distinguish or group our combined operations on a geographic basis. Furthermore, all operations are within the United States and no customer or tenant comprises more than 10% of revenues. Our reportable segments are as follows:

· Master Planned Communities (“MPCs”) — includes the development and sale of land in large-scale, long-term community development projects in and around Las Vegas, Nevada; Houston, Texas; and Columbia, Maryland.

· Operating Assets — includes retail and office properties, a multi-family property, The Woodlands Resort and Conference Center and other real estate investments. These assets are currently generating revenues, and we believe there is an opportunity to redevelop or reposition many of these assets to improve operating performance.

· Strategic Developments — includes all properties held for development and redevelopment which are not currently operating (primarily retail and other interests in real estate at such locations), and our one residential condominium project located in Natick (Boston), Massachusetts, in which the remaining units were sold during the first six months of 2012.

The assets included in each segment as of September 30, 2012, are contained in the following chart:

[See the EDGAR documents for referenced chart details.]

As more fully discussed in Note 4, on July 1, 2011, we acquired our partner’s interest in The Woodlands. We now own 100% of The Woodlands and consolidate its operations. As such, The Woodlands operating results for historical periods when this investment was a Real Estate Affiliate are now analyzed internally on a non-GAAP consolidation basis by management in order to provide management comparability between periods for analyzing operating results.

As our segments are managed separately, different operating measures are utilized to assess operating results and allocate resources among the segments. The one common operating measure used to assess operating results for the business segments is Real Estate Property Earnings Before Taxes (“REP EBT”) which represents the operating revenues of the properties less property operating expenses and adjustments for interest, as further described below. Management believes that REP EBT provides useful information about the operating performance for all of our assets, projects and properties.

REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, corporate interest income and depreciation expense, provision for income taxes, warrant liability gain (loss). We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. We also present this measure because we believe certain investors use it as a measure of a company’s historical operating performance and its ability to service and incur debt. We believe that the inclusion of certain adjustments to net income (loss) to calculate REP EBT is appropriate to provide additional information to investors because REP EBT excludes certain non-recurring and non-cash items, which we believe are not indicative of our core operating performance. REP EBT should not be considered as an alternative to GAAP net income (loss) attributable to common stockholders or GAAP net income (loss) as it has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP.

Segment operating results are as follows:

	Three Months Ended September 30, 2012
	Consolidated Properties			Real Estate Affiliates			Segment Basis
	(In thousands)
Master Planned Communities
Land sales	$	40,218		$	—		$	40,218
Builder price participation	1,867			—			1,867
Minimum rents	130			—			130
Other land revenues	6,385			—			6,385
Other rental and property revenues	(7		)	—			(7		)
Total revenues	48,593			—			48,593
Cost of sales - land	21,439			—			21,439
Land sales operations	8,209			—			8,209
Land sales real estate and business taxes	1,751			—			1,751
Depreciation and amortization	64			—			64
Interest income	(49		)	—			(49		)
Interest expense (1)	(3,638		)	—			(3,638		)
Total expenses	27,776			—			27,776
MPC EBT	20,817			—			20,817

Operating Assets
Minimum rents	22,788			—			22,788
Tenant recoveries	6,030			—			6,030
Resort and conference center revenues	8,328			—			8,328
Other rental and property revenues	4,342			—			4,342
Total revenues	41,488			—			41,488
Rental property real estate taxes	2,934			—			2,934
Rental property maintenance costs	2,126			—			2,126
Resort and conference center operations	6,965			—			6,965
Other property operating costs	14,853			—			14,853
Provision for doubtful accounts	237			—			237
Depreciation and amortization	6,440			—			6,440
Interest income	(48		)	—			(48		)
Interest expense	4,313			—			4,313
Equity in Earnings from Real Estate Affiliates	—			(310		)	(310		)
Total expenses	37,820			(310		)	37,510
Operating Assets EBT	3,668			310			3,978

Strategic Developments
Minimum rents	217			—			217
Tenant recoveries	35			—			35
Other rental and property revenues	4,482			—			4,482
Total revenues	4,734			—			4,734

Condominium sales operations	(24		)	—			(24		)
Real estate taxes	640			—			640
Rental property maintenance costs	137			—			137
Other property operating costs	2,080			—			2,080
Provision for doubtful accounts	3			—			3
Depreciation and amortization	56			—			56
Interest expense	(193		)	—			(193		)
Total expenses	2,699			—			2,699
Strategic Developments EBT	2,035			—			2,035
REP EBT	$	26,520		$	310		$	26,830

(1) Negative interest expense relates to interest capitalized on debt assigned to our Operating Assets Segment.

	Three Months Ended September 30, 2011
	Consolidated Properties			Real Estate Affiliates			Segment Basis
	(In thousands)
Master Planned Communities
Land sales	$	34,152		—			$	34,152
Builder price participation	1,233			—			1,233
Minimum rents	122			—			122
Other land revenues	5,597			—			5,597
Total revenues	41,104			—			41,104
Cost of sales - land	27,033			—			27,033
Land sales operations	8,430			—			8,430
Land sales real estate and business taxes	2,059			—			2,059
Depreciation and amortization	23			—			23
Interest income	(70		)	—			(70		)
Interest expense (1)	(3,808		)	—			(3,808		)
Total expenses	33,667			—			33,667
MPC EBT	7,437			—			7,437

Operating Assets
Minimum rents	19,072			—			19,072
Tenant recoveries	5,387			—			5,387
Resort and conference center revenues	7,200			—			7,200
Other rental and property revenues	4,593			—			4,593
Total revenues	36,252			—			36,252
Rental property real estate taxes	2,829			—			2,829
Rental property maintenance costs	2,016			—			2,016
Resort and conference center operations	6,352			—			6,352
Other property operating costs	14,249			—			14,249
Recovery of doubtful accounts	(136		)	—			(136		)
Depreciation and amortization	6,961			—			6,961
Interest income	(46		)	—			(46		)
Interest expense	4,050			—			4,050
Early extinguishment of debt	11,305			—			11,305
Equity in Earnings from Real Estate Affiliates	—			(166		)	(166		)
Total expenses	47,580			(166		)	47,414
Operating Assets EBT	(11,328		)	166			(11,162		)

Strategic Developments
Minimum rents	209			—			209
Tenant recoveries	11			—			11
Condominium unit sales	9,071			—			9,071
Other land revenues	(60		)	—			(60		)
Other rental and property revenues	86			—			86
Total revenues	9,317			—			9,317

Condominium unit cost of sales	5,470			—			5,470
Condominium sales operations	245			—			245
Real estate taxes	(819		)	—			(819		)
Rental property maintenance costs	139			—			139
Other property operating costs	712			—			712
Recovery of doubtful accounts	(5		)	—			(5		)
Depreciation and amortization	59			—			59
Interest expense	149			—			149
Total expenses	5,950			—			5,950
Strategic Developments EBT	3,367			—			3,367
REP EBT	$	(524	)	$	166		$	(358	)

(1) Negative interest expense relates to interest capitalized on debt assigned to our Operating Assets Segment.

	Nine Months Ended September 30, 2012
	Consolidated Properties			Real Estate Affiliates			Segment Basis
	(In thousands)
Master Planned Communities
Land sales	$	120,235		—			$	120,235
Builder price participation	4,208			—			4,208
Minimum rents	384			—			384
Other land revenues	13,401			—			13,401
Other rental and property revenues	28			—			28
Total revenues	138,256			—			138,256
Cost of sales - land	63,096			—			63,096
Land sales operations	25,382			—			25,382
Land sales real estate and business taxes	5,533			—			5,533
Depreciation and amortization	67			—			67
Interest income	(179		)	—			(179		)
Interest expense (1)	(10,709		)	—			(10,709		)
Total expenses	83,190			—			83,190
MPC EBT	55,066			—			55,066

Operating Assets
Minimum rents	61,532			—			61,532
Tenant recoveries	17,817			—			17,817
Resort and conference center revenues	29,954			—			29,954
Other rental and property revenues	15,307			—			15,307
Total revenues	124,610			—			124,610
Rental property real estate taxes	8,160			—			8,160
Rental property maintenance costs	5,851			—			5,851
Resort and conference center operations	21,750			—			21,750
Other property operating costs	43,274			—			43,274
Provision for doubtful accounts	386			—			386
Depreciation and amortization	16,969			—			16,969
Interest income	(134		)	—			(134		)
Interest expense	11,373			—			11,373
Equity in Earnings from Real Estate Affiliates (2)	—			(3,432		)	(3,432		)
Total expenses	107,629			(3,432		)	104,197
Operating Assets EBT	16,981			3,432			20,413

Strategic Developments
Minimum rents	693			—			693
Tenant recoveries	115			—			115
Condominium unit sales	267			—			267
Other land revenues	32			—			32
Other rental and property revenues	4,544			—			4,544
Total revenues	5,651			—			5,651

Condominium unit cost of sales	96			—			96
Condominium sales operations	47			—			47
Real estate taxes	2,423			—			2,423
Rental property maintenance costs	453			—			453
Other property operating costs	3,032			—			3,032
Recovery of doubtful accounts	(101		)	—			(101		)
Depreciation and amortization	173			—			173
Interest expense	61			—			61
Total expenses	6,184			—			6,184
Strategic Developments EBT	(533		)	—			(533		)
REP EBT	$	71,514		$	3,432		$	74,946

(1) Negative interest expense relates to interest capitalized on debt assigned to our Operating Assets Segment.

(2) Includes the $2.4 million cash distribution from Summerlin Hospital Medical Center which is a Real Estate Affiliate accounted for using the cost method as described above.

	Nine Months Ended September 30, 2011
	Consolidated Properties			Real Estate Affiliates			Segment Basis
	(In thousands)
Master Planned Communities
Land sales	$	75,692		46,773			$	122,465
Builder price participation	2,351			1,108			3,459
Minimum rents	739			14			753
Other land revenues	9,093			3,924			13,017
Total revenues	87,875			51,819			139,694
Cost of sales - land	51,907			23,932			75,839
Land sales operations	16,343			8,439			24,782
Land sales real estate and business taxes	5,110			899			6,009
Depreciation and amortization	23			46			69
Interest income	(70		)	(364		)	(434		)
Interest expense (1)	(8,936		)	(2,370		)	(11,306		)
Total expenses	64,377			30,582			94,959
Venture partner share of The Woodlands EBT				(10,088		)	(10,088		)
MPC EBT	23,498			11,149			34,647

Operating Assets
Minimum rents	51,701			2,803			54,504
Tenant recoveries	14,391			1,061			15,452
Resort and conference center revenues	7,200			19,106			26,306
Other rental and property revenues	8,034			6,992			15,026
Total revenues	81,326			29,962			111,288
Rental property real estate taxes	7,167			972			8,139
Rental property maintenance costs	4,807			477			5,284
Resort and conference center operations	6,352			13,904			20,256
Other property operating costs	31,716			9,060			40,776
Provision for (recovery of) doubtful accounts	317			(9		)	308
Depreciation and amortization	13,200			3,968			17,168
Interest income	(79		)	(2		)	(81		)
Interest expense	9,143			2,316			11,459
Early extinguishment of debt	11,305			—			11,305
Equity in Earnings from Real Estate Affiliates (2)	—			(3,139		)	(3,139		)
Total expenses	83,928			27,547			111,475
Venture partner share of The Woodlands EBT				(1,067		)	(1,067		)
Operating Assets EBT	(2,602		)	1,348			(1,254		)

Strategic Developments
Minimum rents	658			—			658
Tenant recoveries	146			—			146
Condominium unit sales	19,495			—			19,495
Other rental and property revenues	1,096			—			1,096
Other land revenue	—			—			—
Total revenues	21,395			—			21,395

Condominium unit cost of sales	13,722			—			13,722
Condominium sales operations	860			—			860
Real estate taxes	626			—			626
Rental property maintenance costs	471			—			471
Other property operating costs	2,697			—			2,697
Recovery of doubtful accounts	(143		)	—			(143		)
Provision for impairment	—			—			—
Depreciation and amortization	176			—			176
Interest expense	154			—			154
Total expenses	18,563			—			18,563
Strategic Developments EBT	2,832			—			2,832
REP EBT	$	23,728		$	12,497		$	36,225

(1) Negative interest expense relates to interest capitalized on debt assigned to our Operating Assets Segment.

(2) Includes the $3.9 million cash distribution from Summerlin Hospital Medical Center which is a Real Estate Affiliate accounted for using the cost method as described above.

The following reconciles REP EBT to GAAP-basis income (loss):

Reconciliation of REP EBT to GAAP-net	Three Months Ended September 30,						Nine Months Ended September 30,
income (loss)	2012			2011			2012			2011
	(In thousands)						(In thousands)
Real estate property EBT:
Segment basis	$	26,830		$	(358	)	$	74,946		$	36,225
Real Estate Affiliates	(310		)	(166		)	(3,432		)	(12,497		)
	26,520			(524		)	71,514			23,728
General and administrative	(9,339		)	(8,673		)	(25,896		)	(21,156		)
Corporate interest income	2,315			2,616			6,814			7,309
Warrant liability gain (loss)	(64,303		)	169,897			(162,724		)	100,762
Benefit (provision) for income taxes	(2,618		)	7,760			(7,703		)	4,344
Reduction in tax indemnity receivable	(2,873		)	—			(11,655		)	—
Equity in earnings from Real Estate Affiliates	310			166			3,432			7,787
Investment in Real Estate Affiliate basis adjustment	—			(6,053		)	—			(6,053		)
Corporate depreciation	(204		)	(165		)	(506		)	(193		)
Net income (loss)	$	(50,192	)	$	165,024		$	(126,724	)	$	116,528

The following reconciles segment revenue to GAAP-basis consolidated and combined revenues:

Reconciliation of Segment Basis Revenues to	Three Months Ended September 30,				Nine Months Ended September 30,
GAAP Revenues	2012		2011		2012		2011
	(In thousands)				(In thousands)
Master Planned Communities - Total Segment	$	48,593	$	41,104	$	138,256	$	139,694
Operating Assets - Total Segment	41,488		36,252		124,610		111,288
Strategic Developments - Total Segment	4,734		9,317		5,651		21,395
Total Segment revenues	94,815		86,673		268,517		272,377
Less: The Woodlands Partnerships revenues	—		—		—		(81,781		)
Total revenues - GAAP basis	$	94,815	$	86,673	$	268,517	$	190,596

The assets by segment and the reconciliation of total segment assets to the total assets in the consolidated balance sheets at September 30, 2012 and December 31, 2011 are summarized as follows:

	September 30,		December 31,
	2012		2011
	(In thousands)
Master Planned Communities	$	1,787,034	$	1,778,515
Operating Assets	950,665		869,186
Strategic Developments	217,217		189,807
Total segment assets	2,954,916		2,837,508
Corporate and other	569,154		557,641
Total assets	$	3,524,070	$	3,395,149

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2012

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 16 SUBSEQUENT EVENTS

As disclosed in Note 2 - Sponsors and Management Warrants, we have issued warrants to purchase 8.0 million shares of our common stock to certain sponsors. In early November, Brookfield Asset Management, Inc. (“Brookfield”), one of our sponsors, exercised warrants to purchase 1,525,272 shares of our common stock at an exercise price of $50.00 per warrant or $76.3 million. In addition, we agreed to purchase Brookfield’s remaining warrants to purchase 2,308,061 shares of our common stock for $89.3 million. The cash consideration paid to Brookfield net of the exercise price was $13.0 million. The warrant liability included in our condensed consolidated balance sheet as of September 30, 2012 associated with these warrants that has subsequently been settled was $110.3 million. As a result of these transactions, an additional warrant liability loss of $11.4 million related to Brookfield’s warrants will be recorded in our financial statements in the fourth quarter.

As a result of superstorm Sandy, South Street Seaport which is one of our operating assets located in lower Manhattan in New York City, suffered damage due to flooding. We believe that our insurance will cover most of the cost of repairing the property and the surrounding area and also will compensate us for any rental income or other revenue that is lost as a result of the storm or the recovery from the storm. Consequently, we do not believe that Hurricane Sandy, or the resulting damage, will have a significant impact on our earnings.

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2012

EARNINGS PER SHARE

Summary of information related to EPS calculations

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(In thousands, except per share amounts)
Basic EPS:
Numerator:
Net income (loss)	$	(50,192	)	$	165,024		$	(126,724	)	$	116,528
Net income (loss) attributable to noncontrolling interests	781			(729		)	(637		)	(777		)
Net income (loss) attributable to common stockholders	$	(49,411	)	$	164,295		$	(127,361	)	$	115,751

Denominator:
Weighted average basic common shares outstanding	37,916			37,912			37,909			37,907

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	(49,411	)	$	164,295		$	(127,361	)	$	115,751
Less: Warrant liability gain	—			(169,897		)	—			(100,762		)
Adjusted net income (loss) available to common stockholders	$	(49,411	)	$	(5,602	)	$	(127,361	)	$	14,989

Denominator:

Weighted average basic common shares outstanding	37,916			37,912			37,909			37,907
Restricted stock and stock options	—			—			—			5
Warrants	—			843			—			1,585

Weighted average diluted common shares oustanding	37,916			38,755			37,909			39,497

Basic earnings (loss) per share:	$	(1.30	)	$	4.33		$	(3.36	)	$	3.05

Diluted earnings (loss) per share:	$	(1.30	)	$	(0.14	)	$	(3.36	)	$	0.38

ACQUISITIONS AND DISPOSITIONS (Tables)

9 Months Ended

Sep. 30, 2012

ACQUISITIONS AND DISPOSITIONS

Schedule of pro forma information

	Nine Months Ended September 30, 2011
	(In thousands)
Total revenues	$	276,240
Net income (loss) attributable to common shareholders	112,393

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References + Details

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2012

FAIR VALUE OF FINANCIAL INSTRUMENTS

Schedule of assets and liabilities that are measured at fair value on a recurring basis

	September 30, 2012								December 31, 2011
	Fair Value Measurements Using								Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)								(In thousands)
Liabilities
Warrants	$	290,488	$	—	$	—	$	290,488	$	127,764	$	—	$	—	$	127,764
Interest rate swaps	7,724		—		7,724		—		4,367		—		4,367		—

Schedule of reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)

	2012		2011
	(In thousands)
Balance as of December 31,	$	127,764	$	227,348
Warrant liability (gain) loss	162,724		(100,762		)
Purchases	—		2,000
Balance as of September 30,	$	290,488	$	128,586

Schedule of significant unobservable input used in the fair value measurement of warrants designated as Level 3

	Fair Value		Valuation Technique	Unobservable Input	Range/ Average
	(In thousands)

Warrants	$	290,488	Option Pricing Valuation Model	Expected Volatility (a)	27%-28% (28%)

(a) Based on the asset volatility of comparable companies.

Summary of assets and liabilities that were measured at fair value on a non-recurring basis as a result of partner's the acquisition of interest in the Millennium Waterway Apartments

	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Loss (Gain) Three and Nine Months Ended September 30, 2012
	(In thousands)
Investment in Real Estate Affiliates	$	22,405	$	22,405	(a)	$	—	$	—	$	—

Schedule of estimated fair values of the Company's financial instruments that are not measured at fair value on a recurring basis

	September 30, 2012				December 31, 2011
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(In thousands)
Assets:
Notes receivable, net	$	28,677	$	28,677	$	35,354	$	35,354
Tax indemnity receivable, including interest	326,150		(c)		331,771		(c)

Liabilities:
Fixed-rate debt	$	159,098	$	160,689	$	83,164	$	85,047
Variable-rate debt (a)	473,778		473,778		468,100		468,100
SID bonds (b)	50,928		50,928		55,213		55,213
Total mortgages, notes and loans payable	683,804		685,395		606,477		608,360

(a) As more fully described below, $172.0 million of variable-rate debt has been swapped to a fixed rate for the term of the related debt.

(b) Due to the uncertain repayment terms of the Special Improvement District (“SID”) bonds, the carrying value approximates fair value.

- Definition

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.

+ References + Details

REAL ESTATE AFFILIATES (Tables)

9 Months Ended

Sep. 30, 2012

REAL ESTATE AFFILIATES

Schedule of information related to investments in real estate affiliates

	Economic/ Legal Ownership				Carrying Value				Share of Earnings/Dividends
	September 30,		December 31,		September 30,		December 31,		Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011		2012		2011		2012			2011		2012		2011
	(In percentages)				(In thousands)				(In thousands)

The Woodlands (a)					$	—	$	—	$	—		$	—	$	—	$	3,727
Bridges at Mint Hill, LLC (b)	79.00	%	79.00	%	673		180		—			—		—		—
Circle T	50.00	%	50.00	%	9,004		9,004		—			—		—		—
Forest View Apartments (c) (d)	—		50.00	%	—		5,358		—			1		2		1
HHMK Development, LLC	50.00	%	50.00	%	947		—		—			—		—		—
KR Holdings, LLC	50.00	%	—		—		—		—			—		—		—
Millennium Waterway Apartments (e)	100.00	%	83.55	%	—		21,998		—			14		406		14
Millennium Woodlands Phase II, LLC	81.43	%	—		2,190		—		—			—		—		—
Parcel D Development, LLC	50.00	%	50.00	%	4,084		2,990		—			—		—		—
Stewart Title (c)	50.00	%	50.00	%	3,758		3,643		324			85		640		85
Timbermill Apartments (c) (d)	—		50.00	%	—		3,988		—			1		2		1
Woodlands Sarofim #1 (c)	20.00	%	20.00	%	2,462		2,456		(14		)	30		6		30
Other investments					300		—		—			—		—		—
					23,418		49,617		310			131		1,056		3,858
Cost basis investments (f)					12,744		12,978		—			35		2,376		3,929
Total					$	36,162	$	62,595	$	310		$	166	$	3,432	$	7,787

(a) As of July 1, 2011, The Woodlands is consolidated and no longer a Real Estate Affiliate (Refer to Note 4). Prior to July 1, 2011, we owned 52.5% economic interest in The Woodlands.

(b) Ownership percentage as of October 30, 2012 is 90.50%

(c) Equity investment consolidated into our financial statements as part of the acquisition of our partner’s economic interest in The Woodlands on July 1, 2011.

(e) On May 31, 2012, we acquired our partner’s interest for $6.9 million and consolidated this property.

(f) Includes dividends received from Summerlin Hospital Medical Center.

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

9 Months Ended

Sep. 30, 2012

MORTGAGES, NOTES AND LOANS PAYABLE.

Summary of mortgages, notes and loans payable

	September 30,		December 31,
	2012		2011
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	159,098	$	83,164
Special Improvement District bonds	50,928		55,213
Variable-rate debt:
Collateralized mortgages, notes and loans payable	473,778		468,100
Total mortgages, notes and loans payable	$	683,804	$	606,477

Schedule of mortgages, notes and loans payable by property

				Maximum		Carrying Value
	Final Maturity (a)	Interest Rate		Facility Amount		September 30, 2012		December 31, 2011
						(In thousands)

110 N. Wacker (b)	October 2019	5.21	%			$	29,000	$	29,000

70 Columbia Corporate Center	August 2017	4.25	%			16,037		—

Other Financing Arrangements	July 2015	—				754		—

Bridgeland
Land Loan (d)	June 2022	5.50	%			18,066		—
Development Loan (e)	June 2015	5.00	%	$	30,000	2,757		—
Various mortgage notes	—	—				—		20,604
Bridgeland Total						20,823		20,604

Special Improvement District bonds
Summerlin South - S108	December 2016	5.95	%			1,183		1,302
Summerlin South - S124	December 2019	5.95	%			342		378
Summerlin South - S128	December 2020	7.30	%			825		862
Summerlin South - S128C	December 2030	6.05	%			5,847		5,956
Summerlin South - S132	December 2020	6.00	%			5,067		5,378
Summerlin South - S151	June 2025	6.00	%			11,064		12,293
Summerlin West - S808	April 2021	5.71	%			—		682
Summerlin West - S809	April 2023	6.65	%			—		1,000
Summerlin West - S810	April 2031	7.13	%			22,185		22,770
The Shops at Summerlin Centre - S128	December 2030	6.05	%			3,765		3,829
The Shops at Summerlin Centre - S108	December 2016	5.95	%			650		713
SID Payable to Nevada Cancer Institute	December 2019	5.95	%			—		50
Special Improvement District bonds Total						50,928		55,213

The Woodlands
Master Credit Facility (f)	March 2015	5.00	%	$	270,000	176,704		183,000
Resort and Conference Center (g)	October 2013	6.00	%			36,100		36,100
2201 Lake Woodlands Drive	November 2016	5.25	%			—		4,803
Weiner Tract	January 2013	6.25	%			—		1,479
Land in Montgomery Co.	December 2012	6.00	%			—		649
Land in Harris Co.	January 2013	6.00	%			—		381
Capital lease obligation	—	2.84	%			67		147
CVS	upon sale	3.25	%			—		101
4 Waterway Square	December 2023	4.88	%			40,359		41,000
9303 New Trails	December 2023	4.88	%			13,781		14,000
3 Waterway Square (h)	January 2017	3.25	%	$	43,295	217		—
20/25 Waterway	May 2022	4.79	%			14,450		—
Millennium Waterway Apartments (i)	June 2022	3.75	%			55,584		—
The Woodlands Total						337,262		281,660

Ward Centers (j)	September 2016	3.40	%	$	250,000	229,000		220,000

						$	683,804	$	606,477

(a) Maturity date includes any extension option periods which are within our control.

(b) Loan has a stated interest rate of one-month LIBOR + 2.25%. The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity.

(d) Loan is for ten year term. First five years interest is fixed at 5.50% and for second five years interest rate is floating based on three-month LIBOR +2.75%.

(f) Loan bears interest at one-month LIBOR + 4.00% and has a 1.00% LIBOR floor.

(g) Loan currently bears interest at one-month LIBOR + 5.00% and has a 1.00% LIBOR floor. The rate increases by 0.5% every six months after March 23, 2012 until maturity.

(h) Loan bears interest at one-month LIBOR + 2.65%.

(i) Loan payments are interest only until June 2017, then monthly principal and interest payment of $257,418 with unpaid balance due at maturity.

(j) Loan has a stated interest rate of one-month LIBOR + 2.50%. $143.0 million of the outstanding principal balance is swapped to a 3.80% fixed rate through maturity.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

9 Months Ended

Sep. 30, 2012

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Summary of fair value of the Company's derivative financial instruments

	September 30,		December 31,
	2012		2011
	(In thousands)
Interest Rate Swaps	$	7,724	$	4,367
Total derivatives designated as hedging instruments	$	7,724	$	4,367

Summary of effect of the Company's financial instruments on the Condensed Consolidated Statements of Operations

	Three months ended September 30,							Three months ended September 30,
	2012			2011				2012			2011
Cash Flow Hedges	Amount of (Loss) Recognized in OCI			Amount of Gain (Loss) Recognized in OCI			Location of Gain (Loss) Reclassified from AOCI into Earnings	Amount of (Loss) Reclassified from AOCI into Earnings			Amount of Gain or (Loss) Reclassified from AOCI into Earnings
	(In thousands)							(In thousands)
Interest Rate Swaps	$	(1,466	)	$	(1,834	)	Interest Expense	$	(512	)	$	(205	)
	$	(1,466	)	$	(1,834	)		$	(512	)	$	(205	)

	Nine months ended September 30,							Nine months ended September 30,
	2012			2011				2012			2011
Cash Flow Hedges	Amount of (Loss) Recognized in OCI			Amount of Gain (Loss) Recognized in OCI			Location of Gain (Loss) Reclassified from AOCI into Earnings	Amount of (Loss) Reclassified from AOCI into Earnings			Amount of Gain or (Loss) Reclassified from AOCI into Earnings
	(In thousands)							(In thousands)
Interest Rate Swaps	$	(4,627	)	$	(2,582	)	Interest Expense	$	(1,512	)	$	(316	)
	$	(4,627	)	$	(2,582	)		$	(1,512	)	$	(316	)

- Definition

Tabular disclosure of the location and amount of gains and losses reported in the statement of financial performance, or when applicable, the statement of financial position. For example, (a) gains and losses recognized in the income statement on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges and (b) gains and losses initially recognized in other comprehensive income on derivative instruments designated and qualifying as cash flow hedges.

+ References + Details

STOCK-BASED PLANS (Tables)

9 Months Ended

Sep. 30, 2012

STOCK-BASED PLANS

Summarizes stock option plan activity

	Stock Options		Weighted Average Exercise Price
Stock Options Outstanding at December 31, 2011	712,640		$	57.72
Granted	165,000		63.38
Forfeited	(36,200	)	58.56
Stock Options Outstanding at September 30, 2012	841,440		$	58.79

OTHER ASSETS AND LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2012

OTHER ASSETS AND LIABILITIES

Summary of the significant components of prepaid expenses and other assets

	September 30,		December 31,
	2012		2011
	(In thousands)
Special Improvement District receivable	$	41,402	$	40,580
Other receivables	2,818		4,181
Federal income tax receivable	5,401		5,393
Prepaid expenses	7,209		6,507
Below-market ground leases	20,426		20,680
Security and escrow deposits	12,944		17,266
Above-market tenant leases	1,042		1,014
Uncertain tax position asset	12,070		11,935
In-place leases	13,713		11,865
Intangibles	3,714		3,074
Other	4,013		4,661
	$	124,752	$	127,156

Summary of the significant components of accounts payable and accrued expenses

	September 30,		December 31,
	2012		2011
	(In thousands)
Construction payable	$	11,470	$	8,923
Accounts payable and accrued expenses	38,998		45,078
Membership deposits	19,091		16,033
Above-market ground leases	2,629		2,748
Deferred gains/income	8,112		5,739
Accrued interest	2,218		2,747
Accrued real estate taxes	8,916		3,439
Tenant and other deposits	7,882		5,966
Insurance reserve	6,015		4,728
Accrued payroll and other employee liabilities	10,205		9,658
Interest rate swaps	7,724		4,367
Other	13,500		15,978
	$	136,760	$	125,404

SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2012

SEGMENTS

Schedule of segment operating results

	Three Months Ended September 30, 2012
	Consolidated Properties			Real Estate Affiliates			Segment Basis
	(In thousands)
Master Planned Communities
Land sales	$	40,218		$	—		$	40,218
Builder price participation	1,867			—			1,867
Minimum rents	130			—			130
Other land revenues	6,385			—			6,385
Other rental and property revenues	(7		)	—			(7		)
Total revenues	48,593			—			48,593
Cost of sales - land	21,439			—			21,439
Land sales operations	8,209			—			8,209
Land sales real estate and business taxes	1,751			—			1,751
Depreciation and amortization	64			—			64
Interest income	(49		)	—			(49		)
Interest expense (1)	(3,638		)	—			(3,638		)
Total expenses	27,776			—			27,776
MPC EBT	20,817			—			20,817

Operating Assets
Minimum rents	22,788			—			22,788
Tenant recoveries	6,030			—			6,030
Resort and conference center revenues	8,328			—			8,328
Other rental and property revenues	4,342			—			4,342
Total revenues	41,488			—			41,488
Rental property real estate taxes	2,934			—			2,934
Rental property maintenance costs	2,126			—			2,126
Resort and conference center operations	6,965			—			6,965
Other property operating costs	14,853			—			14,853
Provision for doubtful accounts	237			—			237
Depreciation and amortization	6,440			—			6,440
Interest income	(48		)	—			(48		)
Interest expense	4,313			—			4,313
Equity in Earnings from Real Estate Affiliates	—			(310		)	(310		)
Total expenses	37,820			(310		)	37,510
Operating Assets EBT	3,668			310			3,978

Strategic Developments
Minimum rents	217			—			217
Tenant recoveries	35			—			35
Other rental and property revenues	4,482			—			4,482
Total revenues	4,734			—			4,734

Condominium sales operations	(24		)	—			(24		)
Real estate taxes	640			—			640
Rental property maintenance costs	137			—			137
Other property operating costs	2,080			—			2,080
Provision for doubtful accounts	3			—			3
Depreciation and amortization	56			—			56
Interest expense	(193		)	—			(193		)
Total expenses	2,699			—			2,699
Strategic Developments EBT	2,035			—			2,035
REP EBT	$	26,520		$	310		$	26,830

(1) Negative interest expense relates to interest capitalized on debt assigned to our Operating Assets Segment.

	Three Months Ended September 30, 2011
	Consolidated Properties			Real Estate Affiliates			Segment Basis
	(In thousands)
Master Planned Communities
Land sales	$	34,152		—			$	34,152
Builder price participation	1,233			—			1,233
Minimum rents	122			—			122
Other land revenues	5,597			—			5,597
Total revenues	41,104			—			41,104
Cost of sales - land	27,033			—			27,033
Land sales operations	8,430			—			8,430
Land sales real estate and business taxes	2,059			—			2,059
Depreciation and amortization	23			—			23
Interest income	(70		)	—			(70		)
Interest expense (1)	(3,808		)	—			(3,808		)
Total expenses	33,667			—			33,667
MPC EBT	7,437			—			7,437

Operating Assets
Minimum rents	19,072			—			19,072
Tenant recoveries	5,387			—			5,387
Resort and conference center revenues	7,200			—			7,200
Other rental and property revenues	4,593			—			4,593
Total revenues	36,252			—			36,252
Rental property real estate taxes	2,829			—			2,829
Rental property maintenance costs	2,016			—			2,016
Resort and conference center operations	6,352			—			6,352
Other property operating costs	14,249			—			14,249
Recovery of doubtful accounts	(136		)	—			(136		)
Depreciation and amortization	6,961			—			6,961
Interest income	(46		)	—			(46		)
Interest expense	4,050			—			4,050
Early extinguishment of debt	11,305			—			11,305
Equity in Earnings from Real Estate Affiliates	—			(166		)	(166		)
Total expenses	47,580			(166		)	47,414
Operating Assets EBT	(11,328		)	166			(11,162		)

Strategic Developments
Minimum rents	209			—			209
Tenant recoveries	11			—			11
Condominium unit sales	9,071			—			9,071
Other land revenues	(60		)	—			(60		)
Other rental and property revenues	86			—			86
Total revenues	9,317			—			9,317

Condominium unit cost of sales	5,470			—			5,470
Condominium sales operations	245			—			245
Real estate taxes	(819		)	—			(819		)
Rental property maintenance costs	139			—			139
Other property operating costs	712			—			712
Recovery of doubtful accounts	(5		)	—			(5		)
Depreciation and amortization	59			—			59
Interest expense	149			—			149
Total expenses	5,950			—			5,950
Strategic Developments EBT	3,367			—			3,367
REP EBT	$	(524	)	$	166		$	(358	)

(1) Negative interest expense relates to interest capitalized on debt assigned to our Operating Assets Segment.

	Nine Months Ended September 30, 2012
	Consolidated Properties			Real Estate Affiliates			Segment Basis
	(In thousands)
Master Planned Communities
Land sales	$	120,235		—			$	120,235
Builder price participation	4,208			—			4,208
Minimum rents	384			—			384
Other land revenues	13,401			—			13,401
Other rental and property revenues	28			—			28
Total revenues	138,256			—			138,256
Cost of sales - land	63,096			—			63,096
Land sales operations	25,382			—			25,382
Land sales real estate and business taxes	5,533			—			5,533
Depreciation and amortization	67			—			67
Interest income	(179		)	—			(179		)
Interest expense (1)	(10,709		)	—			(10,709		)
Total expenses	83,190			—			83,190
MPC EBT	55,066			—			55,066

Operating Assets
Minimum rents	61,532			—			61,532
Tenant recoveries	17,817			—			17,817
Resort and conference center revenues	29,954			—			29,954
Other rental and property revenues	15,307			—			15,307
Total revenues	124,610			—			124,610
Rental property real estate taxes	8,160			—			8,160
Rental property maintenance costs	5,851			—			5,851
Resort and conference center operations	21,750			—			21,750
Other property operating costs	43,274			—			43,274
Provision for doubtful accounts	386			—			386
Depreciation and amortization	16,969			—			16,969
Interest income	(134		)	—			(134		)
Interest expense	11,373			—			11,373
Equity in Earnings from Real Estate Affiliates (2)	—			(3,432		)	(3,432		)
Total expenses	107,629			(3,432		)	104,197
Operating Assets EBT	16,981			3,432			20,413

Strategic Developments
Minimum rents	693			—			693
Tenant recoveries	115			—			115
Condominium unit sales	267			—			267
Other land revenues	32			—			32
Other rental and property revenues	4,544			—			4,544
Total revenues	5,651			—			5,651

Condominium unit cost of sales	96			—			96
Condominium sales operations	47			—			47
Real estate taxes	2,423			—			2,423
Rental property maintenance costs	453			—			453
Other property operating costs	3,032			—			3,032
Recovery of doubtful accounts	(101		)	—			(101		)
Depreciation and amortization	173			—			173
Interest expense	61			—			61
Total expenses	6,184			—			6,184
Strategic Developments EBT	(533		)	—			(533		)
REP EBT	$	71,514		$	3,432		$	74,946

(1) Negative interest expense relates to interest capitalized on debt assigned to our Operating Assets Segment.

(2) Includes the $2.4 million cash distribution from Summerlin Hospital Medical Center which is a Real Estate Affiliate accounted for using the cost method as described above.

	Nine Months Ended September 30, 2011
	Consolidated Properties			Real Estate Affiliates			Segment Basis
	(In thousands)
Master Planned Communities
Land sales	$	75,692		46,773			$	122,465
Builder price participation	2,351			1,108			3,459
Minimum rents	739			14			753
Other land revenues	9,093			3,924			13,017
Total revenues	87,875			51,819			139,694
Cost of sales - land	51,907			23,932			75,839
Land sales operations	16,343			8,439			24,782
Land sales real estate and business taxes	5,110			899			6,009
Depreciation and amortization	23			46			69
Interest income	(70		)	(364		)	(434		)
Interest expense (1)	(8,936		)	(2,370		)	(11,306		)
Total expenses	64,377			30,582			94,959
Venture partner share of The Woodlands EBT				(10,088		)	(10,088		)
MPC EBT	23,498			11,149			34,647

Operating Assets
Minimum rents	51,701			2,803			54,504
Tenant recoveries	14,391			1,061			15,452
Resort and conference center revenues	7,200			19,106			26,306
Other rental and property revenues	8,034			6,992			15,026
Total revenues	81,326			29,962			111,288
Rental property real estate taxes	7,167			972			8,139
Rental property maintenance costs	4,807			477			5,284
Resort and conference center operations	6,352			13,904			20,256
Other property operating costs	31,716			9,060			40,776
Provision for (recovery of) doubtful accounts	317			(9		)	308
Depreciation and amortization	13,200			3,968			17,168
Interest income	(79		)	(2		)	(81		)
Interest expense	9,143			2,316			11,459
Early extinguishment of debt	11,305			—			11,305
Equity in Earnings from Real Estate Affiliates (2)	—			(3,139		)	(3,139		)
Total expenses	83,928			27,547			111,475
Venture partner share of The Woodlands EBT				(1,067		)	(1,067		)
Operating Assets EBT	(2,602		)	1,348			(1,254		)

Strategic Developments
Minimum rents	658			—			658
Tenant recoveries	146			—			146
Condominium unit sales	19,495			—			19,495
Other rental and property revenues	1,096			—			1,096
Other land revenue	—			—			—
Total revenues	21,395			—			21,395

Condominium unit cost of sales	13,722			—			13,722
Condominium sales operations	860			—			860
Real estate taxes	626			—			626
Rental property maintenance costs	471			—			471
Other property operating costs	2,697			—			2,697
Recovery of doubtful accounts	(143		)	—			(143		)
Provision for impairment	—			—			—
Depreciation and amortization	176			—			176
Interest expense	154			—			154
Total expenses	18,563			—			18,563
Strategic Developments EBT	2,832			—			2,832
REP EBT	$	23,728		$	12,497		$	36,225

(1) Negative interest expense relates to interest capitalized on debt assigned to our Operating Assets Segment.

(2) Includes the $3.9 million cash distribution from Summerlin Hospital Medical Center which is a Real Estate Affiliate accounted for using the cost method as described above.

Schedule of reconciliation of REP EBT to GAAP-basis income (loss)

Reconciliation of REP EBT to GAAP-net	Three Months Ended September 30,						Nine Months Ended September 30,
income (loss)	2012			2011			2012			2011
	(In thousands)						(In thousands)
Real estate property EBT:
Segment basis	$	26,830		$	(358	)	$	74,946		$	36,225
Real Estate Affiliates	(310		)	(166		)	(3,432		)	(12,497		)
	26,520			(524		)	71,514			23,728
General and administrative	(9,339		)	(8,673		)	(25,896		)	(21,156		)
Corporate interest income	2,315			2,616			6,814			7,309
Warrant liability gain (loss)	(64,303		)	169,897			(162,724		)	100,762
Benefit (provision) for income taxes	(2,618		)	7,760			(7,703		)	4,344
Reduction in tax indemnity receivable	(2,873		)	—			(11,655		)	—
Equity in earnings from Real Estate Affiliates	310			166			3,432			7,787
Investment in Real Estate Affiliate basis adjustment	—			(6,053		)	—			(6,053		)
Corporate depreciation	(204		)	(165		)	(506		)	(193		)
Net income (loss)	$	(50,192	)	$	165,024		$	(126,724	)	$	116,528

Schedule of reconciliation of segment revenue to GAAP-basis consolidated and combined revenues

Reconciliation of Segment Basis Revenues to	Three Months Ended September 30,				Nine Months Ended September 30,
GAAP Revenues	2012		2011		2012		2011
	(In thousands)				(In thousands)
Master Planned Communities - Total Segment	$	48,593	$	41,104	$	138,256	$	139,694
Operating Assets - Total Segment	41,488		36,252		124,610		111,288
Strategic Developments - Total Segment	4,734		9,317		5,651		21,395
Total Segment revenues	94,815		86,673		268,517		272,377
Less: The Woodlands Partnerships revenues	—		—		—		(81,781		)
Total revenues - GAAP basis	$	94,815	$	86,673	$	268,517	$	190,596

Summary of assets by segment and the reconciliation of total segment assets to the total assets in the consolidated balance sheet

	September 30,		December 31,
	2012		2011
	(In thousands)
Master Planned Communities	$	1,787,034	$	1,778,515
Operating Assets	950,665		869,186
Strategic Developments	217,217		189,807
Total segment assets	2,954,916		2,837,508
Corporate and other	569,154		557,641
Total assets	$	3,524,070	$	3,395,149

- Definition

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

+ References + Details

BASIS OF PRESENTATION AND ORGANIZATION (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Dec. 31, 2011
Salaries and overhead costs relating to land development activities
Prior period reclassification
Amount of prior period reclassification	$ 1.5	$ 4.0
Master Planned Community operations
Prior period reclassification
Amount of prior period reclassification	$ (1.5)	$ (4.0)
Deferred income taxes
Prior period reclassification
Amount of prior period reclassification			$ 4.7
Accounts payable and accrued expenses
Prior period reclassification
Amount of prior period reclassification			$ (4.7)

BASIS OF PRESENTATION AND ORGANIZATION (Details 2)	1 Months Ended
BASIS OF PRESENTATION AND ORGANIZATION (Details 2)	Jul. 31, 2011
The Woodlands
Acquisition
Percentage of economic interest acquired	47.50%

SPONSORS AND MANAGEMENT WARRANTS (Details) $ in Thousands	1 Months Ended		9 Months Ended
SPONSORS AND MANAGEMENT WARRANTS (Details) $ in Thousands	Feb. 28, 2011 USD ($) $ / shares shares	Nov. 30, 2010	Sep. 30, 2011 USD ($)	Sep. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Nov. 09, 2010 USD ($) $ / shares shares
Sponsors and Management Warrants
Proceeds from issuance of management warrants			$ 2,000
Warrant liabilities				$ 290,488	$ 127,764
Sponsors Warrants
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares) \| shares						8,000,000
Estimated initial value						$ 69,500
Exercise price (in dollars per share) \| $ / shares						50.00
Exercisable (in shares) \| shares						6,100,000
Exercisable upon prior notice (in shares) \| shares						1,900,000
Notice period to exercise warrants (in days)		90 days
Initial period during which prior notice is to be given for exercise of warrants		6 years 6 months
Warrant liabilities				230,200	102,600
Management Warrants
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares) \| shares	2,862,687
Proceeds from issuance of management warrants	$ 19,000
Warrant liabilities				$ 60,300	$ 25,200
Management Warrants \| David R. Weinreb
Sponsors and Management Warrants
Exercise price (in dollars per share) \| $ / shares	42.23
Management Warrants \| Grant Herlitz
Sponsors and Management Warrants
Exercise price (in dollars per share) \| $ / shares	42.23
Management Warrants \| Andrew C. Richardson
Sponsors and Management Warrants
Exercise price (in dollars per share) \| $ / shares	54.50

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Basic EPS, Numerator:
Net income (loss)	$ (50,192)	$ 165,024	$ (126,724)	$ 116,528
Net income (loss) attributable to noncontrolling interests	781	(729)	(637)	(777)
Net income (loss) attributable to common stockholders	$ (49,411)	$ 164,295	$ (127,361)	$ 115,751
Denominator:
Weighted average basic common shares outstanding	37,916	37,912	37,909	37,907
Diluted EPS, Numerator:
Net income (loss) attributable to common stockholders	$ (49,411)	$ 164,295	$ (127,361)	$ 115,751
Less: Warrant liability gain		(169,897)		(100,762)
Adjusted net income (loss) available to common stockholders	$ (49,411)	$ (5,602)	$ (127,361)	$ 14,989
Denominator:
Weighted average basic common shares outstanding	37,916	37,912	37,909	37,907
Restricted stock and stock options (in shares)				5
Warrants (in shares)		843		1,585
Weighted average diluted common shares outstanding	37,916	38,755	37,909	39,497
Basic income (loss) per share: (in dollars per share)	$ (1.30)	$ 4.33	$ (3.36)	$ 3.05
Diluted income (loss) per share: (in dollars per share)	$ (1.30)	$ (0.14)	$ (3.36)	$ 0.38

EARNINGS PER SHARE (Details 2) - shares	3 Months Ended		9 Months Ended
EARNINGS PER SHARE (Details 2) - shares	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Stock options
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	843,962	692,362	843,962	692,362
Restricted stock
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	57,933	38,953	57,933
Sponsors Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	8,000,000		8,000,000
Management Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	2,862,687		2,862,687

- Definition

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Antidilution
-URI http://asc.fasb.org/extlink&oid=6505113

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Diluted Earnings Per Share
-URI http://asc.fasb.org/extlink&oid=6510752

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Contingent Stock Agreement
-URI http://asc.fasb.org/extlink&oid=6508534

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 40
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 13, 14
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 07-4
-Paragraph 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 171
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

ACQUISITIONS AND DISPOSITIONS (Details) $ in Thousands	1 Months Ended				3 Months Ended		9 Months Ended
ACQUISITIONS AND DISPOSITIONS (Details) $ in Thousands	Aug. 31, 2012 USD ($) sqft	May 31, 2012 USD ($) item	Jul. 31, 2011	Jun. 30, 2011 USD ($)	Sep. 30, 2012 USD ($) item	Sep. 30, 2011 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)	Aug. 15, 2012 USD ($) sqft	Jul. 02, 2011 USD ($)
Acquisitions
Percentage distribution of excess proceeds after repayment of outstanding debt and preferred return	70.00%
Number of Units Acquired in Real Estate Property \| item					393
Millennium Woodlands Phase II, LLC.
Revenues and net losses included in the condensed consolidated statement of operations since the acquisition date
Number of units in Class A multi-family unit in The Woodlands Town Center to be constructed \| item		314
70 Columbia Corporate Center
Acquisitions
Area of real estate property acquired (in square foot) \| sqft									169,590
Purchase price									$ 17,500
Interest rate (as a percent)					4.25%		4.25%
Percentage of appreciation in the market value of building	30.00%
Percentage of building leased at closing									23.70%
Area of building leased \| sqft	76,308
Percentage of occupancy after lease is executed									68.70%
Amount deposited in escrow account	$ 5,000
Percentage of cumulative preferred return after debt service on amount invested in property	10.00%
Original contributed equity									$ 5,000
Percentage distribution of excess proceeds after repayment of outstanding debt and preferred return	30.00%
The Woodlands
Acquisitions
Purchase price										$ 117,500
Revenues and net losses included in the condensed consolidated statement of operations since the acquisition date
Revenues						$ 40,300		$ 40,300
Net earnings						7,900
Impact of increase in cost of sales on net loss						$ 8,600
Percentage of economic interest acquired			47.50%
Percentage of legal interest acquired										57.50%
After-tax loss on the remeasurement relating to existing economic interest				$ 3,900
Existing economic interest (as a percent)				52.50%
Net book value of existing economic interest				$ 134,800
Pro Forma Information
Total revenues								276,240
Net income (loss) attributable to common shareholders								$ 112,393
Millennium Waterway Apartments
Acquisitions
Interest rate (as a percent)					3.75%		3.75%
Total assets consolidated into financial statements at fair value as of the acquisition date		$ 78,600
Total liabilities consolidated into financial statements at fair value as of the acquisition date		56,400
Portion of refinanced mortgage proceeds used to acquire partner's interest		6,900
Non-recourse mortgage assumed		$ 55,600
Term of debt instrument		10 years
Ownership interest (as a percent)		100.00%
Revenues and net losses included in the condensed consolidated statement of operations since the acquisition date
Revenues					$ 1,900		$ 2,500
Net earnings					$ 600		$ 900

ACQUISITIONS AND DISPOSITIONS (Details 2) - Site in Pocatello, Idaho (Alameda Plaza) $ in Millions	1 Months Ended
	Jul. 31, 2012 USD ($) sqft Acres
Income Statement Balance Sheet and Additional Disclosures by Disposal Groups Including Discontinued Operations
Area of site sold (in acres) \| Acres	11.5
Area of vacant retail space sold (in square feet) \| sqft	104,705
Proceeds from sale of vacant retail space	$ 4.5
Net earnings recognized on the sale	$ 2.0

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Liabilities
Warrants	$ 290,488	$ 127,764
Interest rate swaps	7,724	4,367
Recurring basis \| Total
Liabilities
Warrants	290,488	127,764
Interest rate swaps	7,724	4,367
Recurring basis \| Significant Other Observable Inputs (Level 2)
Liabilities
Interest rate swaps	7,724	4,367
Recurring basis \| Significant Unobservable Inputs (Level 3)
Liabilities
Warrants	290,488	$ 127,764
Non-recurring basis \| Total
Assets:
Investment in Real Estate Affiliates	22,405
Non-recurring basis \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Investment in Real Estate Affiliates	$ 22,405

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2) - Warrant Liability - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Balance at the beginning of the period	$ 127,764	$ 227,348
Warrant liability loss	162,724	(100,762)
Purchases		2,000
Balance at the end of the period	$ 290,488	$ 128,586
Significant Unobservable Inputs (Level 3) \| Minimum
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Expected Volatility (as a percent)	27.00%
Significant Unobservable Inputs (Level 3) \| Maximum
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Expected Volatility (as a percent)	28.00%
Significant Unobservable Inputs (Level 3) \| Average
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Expected Volatility (as a percent)	28.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 3) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Liabilities
Variable-rate debt that has been swapped to a fixed rate	$ 172,000
Carrying Amount
Assets:
Notes receivable, net	28,677	$ 35,354
Tax indemnity receivable, including interest	326,150	331,771
Liabilities
Fixed-rate debt	159,098	83,164
Variable-rate debt	473,778	468,100
SID bonds	50,928	55,213
Total	683,804	606,477
Estimated Fair Value
Assets:
Notes receivable, net	28,677	35,354
Liabilities
Fixed-rate debt	160,689	85,047
Variable-rate debt	473,778	468,100
SID bonds	50,928	55,213
Total	$ 685,395	$ 608,360

REAL ESTATE AFFILIATES (Details)		1 Months Ended					3 Months Ended		9 Months Ended
REAL ESTATE AFFILIATES (Details)	Oct. 30, 2012 USD ($)	Sep. 30, 2012 USD ($) item	Jul. 31, 2012 USD ($) Acres	May 31, 2012 item	Apr. 30, 2012 USD ($)	Oct. 31, 2011 item	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)	Sep. 17, 2012 USD ($)	May 14, 2012	Dec. 31, 2011 USD ($)	Jun. 30, 2011
Investment in Real Estate Affiliates
Carrying Value		$ 36,162,000					$ 36,162,000		$ 36,162,000				$ 62,595,000
Share of Earnings							310,000	$ 166,000	3,432,000	$ 7,787,000
Aggregate carrying value of unconsolidated VIEs		7,900,000					7,900,000		7,900,000				3,200,000
Share of distributable cash										1,130,000
Equity method investments
Investment in Real Estate Affiliates
Carrying Value		23,418,000					23,418,000		23,418,000				49,617,000
Share of Earnings							310,000	131,000	1,056,000	3,858,000
Cost basis investments
Investment in Real Estate Affiliates
Carrying Value		$ 12,744,000					$ 12,744,000		12,744,000				$ 12,978,000
Share of Earnings								35,000	$ 2,376,000	3,929,000
The Woodlands \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)														52.50%
Share of Earnings										3,727,000
Bridges at Mint Hill, LLC
Investment in Real Estate Affiliates
Economic ownership (as a percent)	90.50%
Amount funded in cash to joint venture	$ 4,500,000
Economic interest (as a percent)	90.50%
Ownership percentage before acquiring additional interest	79.00%
Bridges at Mint Hill, LLC \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)		79.00%					79.00%		79.00%				79.00%
Carrying Value		$ 673,000					$ 673,000		$ 673,000				$ 180,000
Circle T \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)		50.00%					50.00%		50.00%				50.00%
Carrying Value		$ 9,004,000					$ 9,004,000		$ 9,004,000				$ 9,004,000
Forest View Apartments \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)													50.00%
Carrying Value													$ 5,358,000
Share of Earnings								1,000	$ 2,000	1,000
HHMK Development, LLC
Real Estate Affiliates
Number of local developers with whom the entity entered into a joint venture \| item						2
HHMK Development, LLC \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)		50.00%					50.00%		50.00%				50.00%
Carrying Value		$ 947,000					$ 947,000		$ 947,000
Millennium Waterway Apartments
Investment in Real Estate Affiliates
Economic ownership (as a percent)				100.00%
Millennium Waterway Apartments \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)		100.00%					100.00%		100.00%			18.57%	83.55%
Carrying Value													$ 21,998,000
Share of Earnings								14,000	$ 406,000	14,000
Millennium Woodlands Phase II, LLC.
Investment in Real Estate Affiliates
Number of units in Class A multi-family unit in The Woodlands Town Center to be constructed \| item				314
Economic interest (as a percent)												81.43%
Area of land contributed to the joint venture (in acres) \| Acres			4.8
Value of the land contributed to joint venture			$ 15,500,000
Cash contributed by joint venture partner			3,000,000
Construction loan secured			$ 37,700,000
Millennium Woodlands Phase II, LLC. \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)		81.43%					81.43%		81.43%
Carrying Value		$ 2,190,000					$ 2,190,000		$ 2,190,000
Parcel D Development, LLC \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)		50.00%					50.00%		50.00%				50.00%
Carrying Value		$ 4,084,000					$ 4,084,000		$ 4,084,000				$ 2,990,000
Stewart Title \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)		50.00%					50.00%		50.00%				50.00%
Carrying Value		$ 3,758,000					$ 3,758,000		$ 3,758,000				$ 3,643,000
Share of Earnings							$ 324,000	85,000	640,000	85,000
Timbermill Apartments \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)													50.00%
Carrying Value													$ 3,988,000
Share of Earnings								1,000	$ 2,000	1,000
Woodlands Sarofim # 1 \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)		20.00%					20.00%		20.00%				20.00%
Carrying Value		$ 2,462,000					$ 2,462,000		$ 2,462,000				$ 2,456,000
Share of Earnings							(14,000)	$ 30,000	6,000	$ 30,000
Forest View/Timbermill Apartments
Investment in Real Estate Affiliates
Share of distributable cash					$ 8,600,000
Properties owned by real estate affiliates
Investment in Real Estate Affiliates
Secured debt		9,100,000					9,100,000		9,100,000
Share of the entity in secured debt		2,500,000					2,500,000		2,500,000
Properties owned by real estate affiliates \| Millennium Woodlands Phase II, LLC.
Investment in Real Estate Affiliates
Share of the entity in secured debt		100,000					100,000		100,000
Properties owned by real estate affiliates \| Woodlands Sarofim # 1
Investment in Real Estate Affiliates
Share of the entity in secured debt		$ 1,400,000					$ 1,400,000		$ 1,400,000
KR Holdings, LLC
Real Estate Affiliates
Ownership ratio in a joint venture									50.00%
Preferred return on capital (as a percent)		13.00%
Committed pre-development costs											$ 40,000,000
KR Holdings, LLC \| Equity method investments
Investment in Real Estate Affiliates
Economic ownership (as a percent)		50.00%					50.00%		50.00%
KR Holdings, LLC \| Properties owned by real estate affiliates
Investment in Real Estate Affiliates
Share of the entity in secured debt		$ 1,000,000					$ 1,000,000		$ 1,000,000
KR Holdings, LLC \| Mezzanine loan agreements
Real Estate Affiliates
Number of debt instruments \| item		2
Amount of borrowings		$ 20,000,000
Blended interest rate (as a percent)											12.00%
Option to extend, term		1 year
Committed pre-development costs											$ 3,000,000
Funded pre-development costs		$ 2,000,000					$ 2,000,000		$ 2,000,000

MORTGAGES, NOTES AND LOANS PAYABLE (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Mortgages, notes and loans payable
Total mortgages, notes and loans payable	$ 683,804	$ 606,477
Collateralized mortgages, notes and loans payable
Mortgages, notes and loans payable
Fixed-rate debt:	159,098	83,164
Variable-rate debt:	473,778	468,100
Special Improvement District bonds
Mortgages, notes and loans payable
Fixed-rate debt:	50,928	55,213
Total mortgages, notes and loans payable	$ 50,928	$ 55,213

MORTGAGES, NOTES AND LOANS PAYABLE (Details 2)			1 Months Ended					3 Months Ended	9 Months Ended
MORTGAGES, NOTES AND LOANS PAYABLE (Details 2)	Sep. 17, 2012 USD ($)	Aug. 15, 2012 USD ($)	May 31, 2012 USD ($)	Apr. 30, 2012 USD ($)	Feb. 29, 2012 USD ($)	Dec. 31, 2011 USD ($)	May 31, 2011 USD ($)	Sep. 30, 2012 USD ($) Acres Room item	Sep. 30, 2012 USD ($) item	Feb. 02, 2012 sqft item	Dec. 05, 2011
Mortgages, notes and loans payable
Total mortgages, notes and loans payable						$ 606,477,000		$ 683,804,000	$ 683,804,000
Outstanding principal balance of debt that is swapped to fixed rate through maturity								$ 172,000,000	$ 172,000,000
Weighted average interest rate (as a percent)						4.68%		4.52%	4.52%
Corporate recourse guarantee amount								$ 7,000,000	$ 7,000,000
Land, buildings and equipment and developments in progress pledged as collateral								1,100,000,000	1,100,000,000
Development Loan
Mortgages, notes and loans payable
Maximum Facility Amount								140,000,000	$ 140,000,000
Development Loan \| Maximum
Mortgages, notes and loans payable
Variable rate basis									three-month LIBOR
Special Improvement District bonds
Mortgages, notes and loans payable
Total mortgages, notes and loans payable						$ 55,213,000		$ 50,928,000	$ 50,928,000
SID Payable to Nevada Cancer Institute
Mortgages, notes and loans payable
Interest rate (as a percent)						5.95%
Total mortgages, notes and loans payable						$ 50,000
110 N. Wacker
Mortgages, notes and loans payable
Interest rate (as a percent)						5.21%		5.21%	5.21%
Total mortgages, notes and loans payable						$ 29,000,000		$ 29,000,000	$ 29,000,000
Variable rate basis									one-month LIBOR
Interest rate margin (as a percent)								2.25%	2.25%
Outstanding principal balance of debt that is swapped to fixed rate through maturity								$ 29,000,000	$ 29,000,000
Fixed interest rate per swap (as a percent)								5.21%	5.21%
Amount of borrowings							$ 29,000,000
Corporate recourse guarantee amount								$ 7,000,000	$ 7,000,000
Amount to which debt will amortize ratably through maturity following an interest-only period								$ 12,000,000	$ 12,000,000
70 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)								4.25%	4.25%
Total mortgages, notes and loans payable								$ 16,037,000	$ 16,037,000
Amount of borrowings		$ 16,000,000
Other Financing Arrangements
Mortgages, notes and loans payable
Total mortgages, notes and loans payable								754,000	754,000
Bridgeland
Mortgages, notes and loans payable
Total mortgages, notes and loans payable						$ 20,604,000
Bridgeland \| Minimum
Mortgages, notes and loans payable
Cash balance required to be maintained								3,000,000	3,000,000
Net worth required to be maintained								$ 250,000,000	$ 250,000,000
Bridgeland \| Land Loan
Mortgages, notes and loans payable
Interest rate (as a percent)								5.50%	5.50%
Total mortgages, notes and loans payable								$ 18,066,000	$ 18,066,000
Variable rate basis									three-month LIBOR
Interest rate margin (as a percent)								2.75%	2.75%
Term of debt instrument								10 years
Period for which interest rate is fixed								5 years
Period for which interest rate is floating								5 years
Fixed interest rate (as a percent)								5.50%	5.50%
Annual principal payments as a percentage of outstanding principal balance								5.00%	5.00%
Period of real estate taxes and debt service required to be escrowed with the lender									1 year
Bridgeland \| Development Loan
Mortgages, notes and loans payable
Interest rate (as a percent)								5.00%	5.00%
Maximum Facility Amount								$ 30,000,000	$ 30,000,000
Total mortgages, notes and loans payable								$ 2,757,000	$ 2,757,000
Variable rate basis									LIBOR
Interest rate margin (as a percent)								3.25%	3.25%
Term of debt instrument								3 years
Interest rate (as a percent)									5.00%
Maximum outstanding loan amount at any time								$ 30,000,000	$ 30,000,000
Bridgeland \| Note # 1 - # 4
Mortgages, notes and loans payable
Interest rate (as a percent)						6.50%
Total mortgages, notes and loans payable						$ 20,604,000
Summerlin South \| S108
Mortgages, notes and loans payable
Interest rate (as a percent)						5.95%		5.95%	5.95%
Total mortgages, notes and loans payable						$ 1,302,000		$ 1,183,000	$ 1,183,000
Summerlin South \| S124
Mortgages, notes and loans payable
Interest rate (as a percent)						5.95%		5.95%	5.95%
Total mortgages, notes and loans payable						$ 378,000		$ 342,000	$ 342,000
Summerlin South \| S128
Mortgages, notes and loans payable
Interest rate (as a percent)						7.30%		7.30%	7.30%
Total mortgages, notes and loans payable						$ 862,000		$ 825,000	$ 825,000
Summerlin South \| S128C
Mortgages, notes and loans payable
Interest rate (as a percent)						6.05%		6.05%	6.05%
Total mortgages, notes and loans payable						$ 5,956,000		$ 5,847,000	$ 5,847,000
Summerlin South \| S132
Mortgages, notes and loans payable
Interest rate (as a percent)						6.00%		6.00%	6.00%
Total mortgages, notes and loans payable						$ 5,378,000		$ 5,067,000	$ 5,067,000
Summerlin South \| S151
Mortgages, notes and loans payable
Interest rate (as a percent)						6.00%		6.00%	6.00%
Total mortgages, notes and loans payable						$ 12,293,000		$ 11,064,000	$ 11,064,000
Summerlin West \| S808
Mortgages, notes and loans payable
Interest rate (as a percent)						5.71%		5.71%	5.71%
Total mortgages, notes and loans payable						$ 682,000
Summerlin West \| S809
Mortgages, notes and loans payable
Interest rate (as a percent)						6.65%		6.65%	6.65%
Total mortgages, notes and loans payable						$ 1,000,000
Summerlin West \| S810
Mortgages, notes and loans payable
Interest rate (as a percent)						7.13%		7.13%	7.13%
Total mortgages, notes and loans payable						$ 22,770,000		$ 22,185,000	$ 22,185,000
The Shops at Summerlin Centre \| S108
Mortgages, notes and loans payable
Interest rate (as a percent)						5.95%		5.95%	5.95%
Total mortgages, notes and loans payable						$ 713,000		$ 650,000	$ 650,000
The Shops at Summerlin Centre \| S128
Mortgages, notes and loans payable
Interest rate (as a percent)						6.05%		6.05%	6.05%
Total mortgages, notes and loans payable						$ 3,829,000		$ 3,765,000	$ 3,765,000
The Woodlands
Mortgages, notes and loans payable
Total mortgages, notes and loans payable						$ 281,660,000		$ 337,262,000	$ 337,262,000
The Woodlands \| TWL Facility
Mortgages, notes and loans payable
Interest rate (as a percent)						5.00%		5.00%	5.00%
Maximum Facility Amount								$ 270,000,000	$ 270,000,000
Total mortgages, notes and loans payable						$ 183,000,000		$ 176,704,000	$ 176,704,000
Variable rate basis									one-month LIBOR
Interest rate margin (as a percent)								4.00%	4.00%
Rate of LIBOR floor (as a percent)									1.00%
Extension period at borrower's option (in years)								1 year
Leverage expressed as loan to value ratio (as a percent)								37.90%	37.90%
Undrawn and available borrowing capacity								$ 11,000,000	$ 11,000,000
The Woodlands \| TWL Facility \| Maximum
Mortgages, notes and loans payable
Percentage of loan to value ratio at which debt will not be amortized on dollar for dollar basis for distributions made from The Woodlands								40.00%	40.00%
The Woodlands \| TWL Facility \| March 29, 2013
Mortgages, notes and loans payable
Amount of future required repayments								$ 25,000,000	$ 25,000,000
The Woodlands \| TWL Facility \| March 29, 2014
Mortgages, notes and loans payable
Amount of future required repayments								30,000,000	30,000,000
The Woodlands \| TWL Facility \| June 29, 2014
Mortgages, notes and loans payable
Amount of future required repayments								10,000,000	10,000,000
The Woodlands \| TWL Facility \| September 29, 2014
Mortgages, notes and loans payable
Amount of future required repayments								10,000,000	10,000,000
The Woodlands \| TWL Facility \| December 29, 2014
Mortgages, notes and loans payable
Amount of future required repayments								10,000,000	10,000,000
The Woodlands \| Term loan
Mortgages, notes and loans payable
Maximum Facility Amount								170,000,000	170,000,000
The Woodlands \| Revolving credit line
Mortgages, notes and loans payable
Maximum Facility Amount								$ 100,000,000	$ 100,000,000
The Woodlands \| Capital lease obligation
Mortgages, notes and loans payable
Interest rate (as a percent)						2.72%		2.72%	2.72%
Total mortgages, notes and loans payable						$ 147,000		$ 67,000	$ 67,000
Resort and Conference Center
Mortgages, notes and loans payable
Interest rate (as a percent)						5.50%		6.00%	6.00%
Total mortgages, notes and loans payable						$ 36,100,000		$ 36,100,000	$ 36,100,000
Variable rate basis									one-month LIBOR
Interest rate margin (as a percent)								5.00%	5.00%
Rate of LIBOR floor (as a percent)									1.00%
Interest rate increase every six months until maturity (as a percent)								50.00%	50.00%
Area of land securing debt (in acres) \| Acres								40
Extension period at borrower's option (in years)								1 year
Number of rooms in property securing debt (in rooms) \| Room								440
2201 Lake Woodlands Drive
Mortgages, notes and loans payable
Interest rate (as a percent)						5.25%		5.25%	5.25%
Total mortgages, notes and loans payable						$ 4,803,000
Weiner Tract
Mortgages, notes and loans payable
Interest rate (as a percent)						6.25%		6.25%	6.25%
Total mortgages, notes and loans payable						$ 1,479,000
Land in Montgomery Co.
Mortgages, notes and loans payable
Interest rate (as a percent)						6.00%		6.00%	6.00%
Total mortgages, notes and loans payable						$ 649,000
Land in Harris Co.
Mortgages, notes and loans payable
Interest rate (as a percent)						6.00%		6.00%	6.00%
Total mortgages, notes and loans payable						$ 381,000
CVS
Mortgages, notes and loans payable
Interest rate (as a percent)						3.25%		3.25%	3.25%
Total mortgages, notes and loans payable						$ 101,000
4 Waterway
Mortgages, notes and loans payable
Interest rate (as a percent)						4.88%		4.88%	4.88%
Total mortgages, notes and loans payable						$ 41,000,000		$ 40,359,000	$ 40,359,000
Amount of borrowings						$ 41,000,000
9303 New Trails
Mortgages, notes and loans payable
Interest rate (as a percent)						4.88%		4.88%	4.88%
Total mortgages, notes and loans payable						$ 14,000,000		$ 13,781,000	$ 13,781,000
Amount of borrowings						14,000,000
4 Waterway and 9303 New Trails
Mortgages, notes and loans payable
Interest rate (as a percent)											4.88%
3 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)								3.25%	3.25%
Maximum Facility Amount								$ 43,295,000	$ 43,295,000
Total mortgages, notes and loans payable								$ 217,000	$ 217,000
Variable rate basis					LIBOR				one-month LIBOR
Interest rate margin (as a percent)								2.65%	2.65%	2.65%
Amount of borrowings					$ 43,300,000
Number of stories of building to be constructed with loan proceeds \| item										11
Area of office building to be constructed using proceeds from loan \| sqft										232,021
Number of extension options \| item								2	2
Extension period at borrower's option (in years)									1 year
20/25 Waterway
Mortgages, notes and loans payable
Interest rate (as a percent)								4.79%	4.79%
Total mortgages, notes and loans payable								$ 14,450,000	$ 14,450,000
Term of debt instrument				10 years
Fixed interest rate (as a percent)								4.79%	4.79%
Proceeds from the loan				$ 13,600,000
Millennium Waterway Apartments
Mortgages, notes and loans payable
Interest rate (as a percent)								3.75%	3.75%
Total mortgages, notes and loans payable								$ 55,584,000	$ 55,584,000
Fixed interest rate (as a percent)								3.75%	3.75%
Monthly principal and interest payment required									$ 257,418
Non-recourse mortgage assumed			$ 55,600,000
Ward Centers
Mortgages, notes and loans payable
Interest rate (as a percent)								3.40%	3.40%
Maximum Facility Amount								$ 250,000,000	$ 250,000,000
Total mortgages, notes and loans payable						$ 220,000,000		$ 229,000,000	$ 229,000,000
Amount of borrowings	$ 9,000,000
Weighted average interest rate (as a percent)								3.40%	3.40%
Unused portion of the debt instrument								$ 21,000,000	$ 21,000,000
Ward Centers \| Minimum
Mortgages, notes and loans payable
Percentage of debt yield to draw additional loan proceeds								10.00%
Ward Centers \| Maximum
Mortgages, notes and loans payable
Loan to value ratio to draw additional loan proceeds (as a percent)								65.00%
Victoria Ward
Mortgages, notes and loans payable
Interest rate (as a percent)						3.45%
Variable rate basis									one-month LIBOR
Interest rate margin (as a percent)								2.50%	2.50%
Outstanding principal balance of debt that is swapped to fixed rate through maturity								$ 143,000,000	$ 143,000,000
Fixed interest rate per swap (as a percent)								3.80%	3.80%

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) $ in Millions	9 Months Ended
	Sep. 30, 2012 USD ($)
Interest rate swaps
Derivative instruments and hedging activities
Estimated additional amount to be reclassified as an increase to interest expense	$ 22.3
Gross notional amounts of cash flow hedges	172.0
Interest rate cap
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	$ 100.0

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2) - Derivatives designated as hedging instruments - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Fair value of derivative instruments
Derivative liabilities	$ 7,724	$ 4,367
Interest Rate Swaps
Fair value of derivative instruments
Derivative liabilities	$ 7,724	$ 4,367

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) - Cash Flow Hedges - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	$ (1,466)	$ (1,834)	$ (4,627)	$ (2,582)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Earnings	(512)	(205)	(1,512)	(316)
Interest Rate Swaps
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	(1,466)	(1,834)	(4,627)	(2,582)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Earnings	$ (512)	$ (205)	$ (1,512)	$ (316)

INCOME TAXES (Details) $ in Thousands	3 Months Ended	9 Months Ended
INCOME TAXES (Details) $ in Thousands	Sep. 30, 2012 USD ($)	Sep. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Oct. 20, 2011 subsidiary	May 06, 2011 USD ($) subsidiary
Income taxes
Number of former taxable REIT subsidiaries subject to litigation for which motion is filed to consolidate cases \| subsidiary					2
Reduction in tax indemnity receivable	$ 2,873	$ 11,655
Unrecognized tax benefits, excluding interest	101,000	101,000	$ 101,400
Accrued interest related to unrecognized tax benefits	34,500	34,500	28,500
Increase in interest expense related to unrecognized tax benefits	2,100	$ 6,000
GGP
Income taxes
Percentage of certain taxes indemnified by related party		93.75%
Amount of interest income receivable on the Tax Indemnity receivable	$ 34,000	$ 34,000	$ 28,000
Amount of combined deficiencies determined by the IRS sought to be overturned by the petition filed					$ 144,100
Number of former taxable REIT subsidiaries subject to litigation for which motion is filed to consolidate cases \| subsidiary				2
GGP \| Maximum
Income taxes
Amount of certain taxes indemnified by related party		$ 303,800

STOCK-BASED PLANS (Details) - $ / shares	3 Months Ended		9 Months Ended
STOCK-BASED PLANS (Details) - $ / shares	Jun. 30, 2012	Jun. 30, 2011	Sep. 30, 2012
Options
Stock-based plans
Vesting period (in years)			5 years
Expiration period (in years)			10 years
Stock Options
Stock Options Outstanding at the beginning of the period (in shares)			712,640
Granted (in shares)			165,000
Forfeited (in shares)			(36,200)
Stock Options Outstanding at the end of the period (in shares)			841,440
Weighted Average Exercise Price
Stock Options Outstanding at the beginning of the period (in dollars per share)			$ 57.72
Granted (in dollars per share)			63.38
Forfeited (in dollars per share)			58.56
Stock Options Outstanding at the end of the period (in dollars per share)			$ 58.79
Restricted common stock
Stock-based plans
Shares granted	14,900
Shares granted, weighted-average grant date fair value (in dollars per share)	$ 67.11
Weighted Average Exercise Price
Shares of restricted stock outstanding			57,933
Restricted common stock \| Certain non-employee directors
Stock Options
Granted (in shares)	13,033	8,953
Weighted Average Exercise Price
Granted (in dollars per share)	$ 60.15	$ 65.04

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Prepaid Expenses and Other Assets
Special Improvement District Receivable	$ 41,402	$ 40,580
Other receivables	2,818	4,181
Federal income tax receivable	5,401	5,393
Prepaid expenses	7,209	6,507
Security and escrow deposits	12,944	17,266
Uncertain tax position asset	12,070	11,935
Intangibles	3,714	3,074
Other	4,013	4,661
Total prepaid expenses and other assets	124,752	127,156
Accounts Payable and Accrued Expenses
Construction payable	11,470	8,923
Accounts payable and accrued expenses	38,998	45,078
Membership deposits	19,091	16,033
Deferred gains/income	8,112	5,739
Accrued interest	2,218	2,747
Accrued real estate taxes	8,916	3,439
Tenant and other deposits	7,882	5,966
Insurance reserve	6,015	4,728
Accrued payroll and other employee liabilities	10,205	9,658
Interest rate swaps	7,724	4,367
Other	13,500	15,978
Total accounts payable and accrued expenses	136,760	125,404
Below-market ground leases
Prepaid Expenses and Other Assets
Net carrying amount	20,426	20,680
Above-market tenant leases
Prepaid Expenses and Other Assets
Net carrying amount	1,042	1,014
In-place leases
Prepaid Expenses and Other Assets
Net carrying amount	13,713	11,865
Above-market ground leases
Accounts Payable and Accrued Expenses
Net carrying amount	$ 2,629	$ 2,748

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	1 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jun. 30, 2012	Dec. 31, 2011	Sep. 30, 2012	Jun. 29, 2012
Commitments
Amount of outstanding letters of credit and surety bonds		$ 41,600,000	$ 34,500,000
Non binding letter of intent with New York City Economic Authority
Commitments
Annual ground rent	$ 1,200,000
Annual escalation rate (as a percent)				3.00%
Rent credit to be received	$ 1,500,000
Maximum period for rent credit	30 months
Esplanade maintenance costs agreed to be paid				$ 1,100,000
Period during which esplanade maintenance costs are agreed to be paid (in years)		5 years
Initial esplanade payments	$ 210,000

TRANSACTIONS RELATED TO THE SPINOFF FROM GGP AND RELATED PARTIES (Details) - GGP $ in Millions	9 Months Ended
	Sep. 30, 2012 USD ($)
Transactions with related parties
Expenses incurred for services provided by related party to the entity under TSA	$ 0.4
Maximum
Transactions with related parties
Term for services provided by related party following separation (in months)	24 months

TRANSACTIONS RELATED TO THE SPINOFF FROM GGP AND RELATED PARTIES (Details 2)	6 Months Ended	9 Months Ended
	Jan. 31, 2011 USD ($)	Sep. 30, 2012 USD ($) sqft	Sep. 30, 2011 USD ($)
TMPC
Transactions with related parties
Reimbursement of expenses related to Mr. Weinreb's employment included in general and administrative expenses			$ 900,000
Affiliate of TPMC
Transactions with related parties
Office space in Los Angeles, California under lease agreement (in sq. ft.) \| sqft		3,253
Annual rental expenses under lease agreement		$ 111,965
Brookfield Advisors LP
Transactions with related parties
Monthly payments for services under management services agreement	$ 500,000

SEGMENTS (Details) $ in Millions	9 Months Ended
SEGMENTS (Details) $ in Millions	Sep. 30, 2012 USD ($) project segment	Sep. 30, 2011 USD ($)
Segments reporting
Number of reportable segments \| segment	3
Strategic Developments
Segments reporting
Number of residential condominium projects located in Natick (Boston), Massachusetts \| project	1
Summerlin Hospital Medical Center \| Operating Assets
Segments reporting
Dividends received from investment \| $	$ 2.4	$ 3.9
The Woodlands \| Master Planned Communities
Segments reporting
Ownership percentage	100.00%

SEGMENTS (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
SEGMENTS (Details 2) - USD ($) $ in Thousands	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Segments reporting
Land sales	$ 40,218	$ 34,152	$ 120,235	$ 75,692
Builder price participation	1,867	1,233	4,208	2,351
Minimum rents	23,135	19,403	62,609	53,098
Tenant recoveries	6,065	5,398	17,932	14,537
Condominium unit sales		9,071	267	19,495
Other land revenues	6,385	5,537	13,433	9,093
Resort and conference center revenues	8,328	7,200	29,954	7,200
Other rental and property revenues	8,817	4,679	19,879	9,130
Total revenues	94,815	86,673	268,517	190,596
Cost of sales - land	21,439	27,033	63,096	51,907
Condominium unit cost of sales		5,470	96	13,722
Master Planned Community operations	9,936	10,734	30,962	22,313
Rental property real estate taxes	3,574	2,010	10,583	7,793
Rental property maintenance costs	2,263	2,155	6,304	5,278
Resort and conference center operations	6,965	6,352	21,750	6,352
Other property operating costs	16,933	14,961	46,306	34,413
Provision for (recovery of) doubtful accounts	240	(141)	285	174
Depreciation and amortization	6,764	7,208	17,715	13,592
Interest income	(2,375)	(2,341)	(7,048)	(7,097)
Interest expense	445		646
Early extinguishment of debt		11,305		11,305
Equity in Earnings from Real Estate Affiliates	(310)	(166)	(3,432)	(7,787)
Segment Basis
Segments reporting
REP EBT	26,830	(358)	74,946	36,225
Segment Basis \| Master Planned Communities
Segments reporting
Land sales	40,218	34,152	120,235	122,465
Builder price participation	1,867	1,233	4,208	3,459
Minimum rents	130	122	384	753
Other land revenues	6,385	5,597	13,401	13,017
Other rental and property revenues	(7)		28
Total revenues	48,593	41,104	138,256	139,694
Cost of sales - land	21,439	27,033	63,096	75,839
Land sales operations	8,209	8,430	25,382	24,782
Land sales real estate and business taxes	1,751	2,059	5,533	6,009
Depreciation and amortization	64	23	67	69
Interest income	(49)	(70)	(179)	(434)
Interest expense	(3,638)	(3,808)	(10,709)	(11,306)
Total expenses	27,776	33,667	83,190	94,959
Venture partner share of The Woodlands EBT				(10,088)
REP EBT	20,817	7,437	55,066	34,647
Segment Basis \| Operating Assets
Segments reporting
Minimum rents	22,788	19,072	61,532	54,504
Tenant recoveries	6,030	5,387	17,817	15,452
Resort and conference center revenues	8,328	7,200	29,954	26,306
Other rental and property revenues	4,342	4,593	15,307	15,026
Total revenues	41,488	36,252	124,610	111,288
Rental property real estate taxes	2,934	2,829	8,160	8,139
Rental property maintenance costs	2,126	2,016	5,851	5,284
Resort and conference center operations	6,965	6,352	21,750	20,256
Other property operating costs	14,853	14,249	43,274	40,776
Provision for (recovery of) doubtful accounts	237	(136)	386	308
Depreciation and amortization	6,440	6,961	16,969	17,168
Interest income	(48)	(46)	(134)	(81)
Interest expense	4,313	4,050	11,373	11,459
Early extinguishment of debt		11,305		11,305
Equity in Earnings from Real Estate Affiliates	(310)	(166)	(3,432)	(3,139)
Total expenses	37,510	47,414	104,197	111,475
Venture partner share of The Woodlands EBT				(1,067)
REP EBT	3,978	(11,162)	20,413	(1,254)
Segment Basis \| Strategic Developments
Segments reporting
Minimum rents	217	209	693	658
Tenant recoveries	35	11	115	146
Condominium unit sales		9,071	267	19,495
Other land revenues		(60)	32
Other rental and property revenues	4,482	86	4,544	1,096
Total revenues	4,734	9,317	5,651	21,395
Condominium unit cost of sales		5,470	96	13,722
Condominium sales operations	(24)	245	47	860
Rental property real estate taxes	640	(819)	2,423	626
Rental property maintenance costs	137	139	453	471
Other property operating costs	2,080	712	3,032	2,697
Provision for (recovery of) doubtful accounts	3	(5)	(101)	(143)
Depreciation and amortization	56	59	173	176
Interest expense	(193)	149	61	154
Total expenses	2,699	5,950	6,184	18,563
REP EBT	2,035	3,367	(533)	2,832
Consolidated Properties
Segments reporting
REP EBT	26,520	(524)	71,514	23,728
Consolidated Properties \| Master Planned Communities
Segments reporting
Land sales	40,218	34,152	120,235	75,692
Builder price participation	1,867	1,233	4,208	2,351
Minimum rents	130	122	384	739
Other land revenues	6,385	5,597	13,401	9,093
Other rental and property revenues	(7)		28
Total revenues	48,593	41,104	138,256	87,875
Cost of sales - land	21,439	27,033	63,096	51,907
Land sales operations	8,209	8,430	25,382	16,343
Land sales real estate and business taxes	1,751	2,059	5,533	5,110
Depreciation and amortization	64	23	67	23
Interest income	(49)	(70)	(179)	(70)
Interest expense	(3,638)	(3,808)	(10,709)	(8,936)
Total expenses	27,776	33,667	83,190	64,377
REP EBT	20,817	7,437	55,066	23,498
Consolidated Properties \| Operating Assets
Segments reporting
Minimum rents	22,788	19,072	61,532	51,701
Tenant recoveries	6,030	5,387	17,817	14,391
Resort and conference center revenues	8,328	7,200	29,954	7,200
Other rental and property revenues	4,342	4,593	15,307	8,034
Total revenues	41,488	36,252	124,610	81,326
Rental property real estate taxes	2,934	2,829	8,160	7,167
Rental property maintenance costs	2,126	2,016	5,851	4,807
Resort and conference center operations	6,965	6,352	21,750	6,352
Other property operating costs	14,853	14,249	43,274	31,716
Provision for (recovery of) doubtful accounts	237	(136)	386	317
Depreciation and amortization	6,440	6,961	16,969	13,200
Interest income	(48)	(46)	(134)	(79)
Interest expense	4,313	4,050	11,373	9,143
Early extinguishment of debt		11,305		11,305
Total expenses	37,820	47,580	107,629	83,928
REP EBT	3,668	(11,328)	16,981	(2,602)
Consolidated Properties \| Strategic Developments
Segments reporting
Minimum rents	217	209	693	658
Tenant recoveries	35	11	115	146
Condominium unit sales		9,071	267	19,495
Other land revenues		(60)	32
Other rental and property revenues	4,482	86	4,544	1,096
Total revenues	4,734	9,317	5,651	21,395
Condominium unit cost of sales		5,470	96	13,722
Condominium sales operations	(24)	245	47	860
Rental property real estate taxes	640	(819)	2,423	626
Rental property maintenance costs	137	139	453	471
Other property operating costs	2,080	712	3,032	2,697
Provision for (recovery of) doubtful accounts	3	(5)	(101)	(143)
Depreciation and amortization	56	59	173	176
Interest expense	(193)	149	61	154
Total expenses	2,699	5,950	6,184	18,563
REP EBT	2,035	3,367	(533)	2,832
Real Estate Affiliates
Segments reporting
REP EBT	310	166	3,432	12,497
Real Estate Affiliates \| Master Planned Communities
Segments reporting
Land sales				46,773
Builder price participation				1,108
Minimum rents				14
Other land revenues				3,924
Total revenues				51,819
Cost of sales - land				23,932
Land sales operations				8,439
Land sales real estate and business taxes				899
Depreciation and amortization				46
Interest income				(364)
Interest expense				(2,370)
Total expenses				30,582
Venture partner share of The Woodlands EBT				(10,088)
REP EBT				11,149
Real Estate Affiliates \| Operating Assets
Segments reporting
Minimum rents				2,803
Tenant recoveries				1,061
Resort and conference center revenues				19,106
Other rental and property revenues				6,992
Total revenues				29,962
Rental property real estate taxes				972
Rental property maintenance costs				477
Resort and conference center operations				13,904
Other property operating costs				9,060
Provision for (recovery of) doubtful accounts				(9)
Depreciation and amortization				3,968
Interest income				(2)
Interest expense				2,316
Equity in Earnings from Real Estate Affiliates	(310)	(166)	(3,432)	(3,139)
Total expenses	(310)	(166)	(3,432)	27,547
Venture partner share of The Woodlands EBT				(1,067)
REP EBT	$ 310	$ 166	$ 3,432	$ 1,348

SEGMENTS (Details 3) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
SEGMENTS (Details 3) - USD ($) $ in Thousands	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Reconciliation of REP EBT to GAAP net income (loss)
General and administrative	$ (9,339)	$ (8,673)	$ (25,896)	$ (21,156)
Corporate interest income	2,375	2,341	7,048	7,097
Corporate interest expense	(445)		(646)
Warrant liability gain (loss)	(64,303)	169,897	(162,724)	100,762
Benefit (provision) for income taxes	(2,618)	7,760	(7,703)	4,344
Reduction in tax indemnity receivable	(2,873)		(11,655)
Equity in earnings from Real Estate Affiliates	310	166	3,432	7,787
Investment in Real Estate Affiliate basis adjustment		(6,053)		(6,053)
Net income (loss)	(50,192)	165,024	(126,724)	116,528
Unallocated amount to segment
Reconciliation of REP EBT to GAAP net income (loss)
General and administrative	(9,339)	(8,673)	(25,896)	(21,156)
Corporate interest income	2,315	2,616	6,814	7,309
Warrant liability gain (loss)	(64,303)	169,897	(162,724)	100,762
Benefit (provision) for income taxes	(2,618)	7,760	(7,703)	4,344
Reduction in tax indemnity receivable	(2,873)		(11,655)
Equity in earnings from Real Estate Affiliates	310	166	3,432	7,787
Investment in Real Estate Affiliate basis adjustment		(6,053)		(6,053)
Corporate depreciation	(204)	(165)	(506)	(193)
Net income (loss)	(50,192)	165,024	(126,724)	116,528
Segment Basis
Reconciliation of REP EBT to GAAP net income (loss)
Real estate property EBT	26,830	(358)	74,946	36,225
Real Estate Affiliates
Reconciliation of REP EBT to GAAP net income (loss)
Real estate property EBT	(310)	(166)	(3,432)	(12,497)
Consolidated Properties
Reconciliation of REP EBT to GAAP net income (loss)
Real estate property EBT	$ 26,520	$ (524)	$ 71,514	$ 23,728

SEGMENTS (Details 4) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
SEGMENTS (Details 4) - USD ($) $ in Thousands	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total segment revenues	$ 94,815	$ 86,673	$ 268,517	$ 272,377
Less: The Woodlands revenues				(81,781)
Total revenues	94,815	86,673	268,517	190,596
Master Planned Communities
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total segment revenues	48,593	41,104	138,256	139,694
Operating Assets
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total segment revenues	41,488	36,252	124,610	111,288
Strategic Developments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total segment revenues	$ 4,734	$ 9,317	$ 5,651	$ 21,395

SEGMENTS (Details 5) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Reconciliation of total segment assets to total assets
Total segment assets	$ 2,954,916	$ 2,837,508
Total assets	3,524,070	3,395,149
Master Planned Communities
Reconciliation of total segment assets to total assets
Total segment assets	1,787,034	1,778,515
Operating Assets
Reconciliation of total segment assets to total assets
Total segment assets	950,665	869,186
Strategic Developments
Reconciliation of total segment assets to total assets
Total segment assets	217,217	189,807
Corporate and other
Reconciliation of total segment assets to total assets
Total assets	$ 569,154	$ 557,641

SUBSEQUENT EVENTS (Details) $ in Thousands		3 Months Ended			9 Months Ended
SUBSEQUENT EVENTS (Details) $ in Thousands	Nov. 30, 2012 USD ($) $ / shares shares	Dec. 31, 2012 USD ($)	Sep. 30, 2012 USD ($) shares	Sep. 30, 2011 USD ($)	Sep. 30, 2012 USD ($) shares	Sep. 30, 2011 USD ($)	Dec. 31, 2011 USD ($)
SUBSEQUENT EVENTS
Warrant liabilities			$ 290,488		$ 290,488		$ 127,764
Warrant liability loss			$ (64,303)	$ 169,897	$ (162,724)	$ 100,762
Subsequent event
SUBSEQUENT EVENTS
Issuance of warrants to purchase common stock (in shares) \| shares			8,000,000		8,000,000
Subsequent event \| Brookfield
SUBSEQUENT EVENTS
Number of shares of common stock issued on exercise of warrants \| shares	1,525,272
Exercise price (in dollars per share) \| $ / shares	50.00
Proceeds from exercise of warrants	$ 76,300
Number of shares of common stock under warrants repurchased \| shares	2,308,061
Payments for repurchase of warrants	$ 89,300
Cash consideration paid net of exercise price	$ 13,000
Warrant liability loss		$ 11,400
Pro forma \| Brookfield
SUBSEQUENT EVENTS
Warrant liabilities			$ 110,300		$ 110,300