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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2013	May 05, 2013
Document and Entity Information
Entity Registrant Name	Howard Hughes Corp
Entity Central Index Key	0001498828
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
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		39,498,912
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Investment in real estate:
Master Planned Community assets	$ 1,561,668	$ 1,563,122
Land	252,593	252,593
Buildings and equipment	660,412	657,268
Less: accumulated depreciation	(117,972)	(112,491)
Developments	326,866	273,613
Net property and equipment	2,683,567	2,634,105
Investment in Real Estate Affiliates	33,646	32,179
Net investment in real estate	2,717,213	2,666,284
Cash and cash equivalents	200,536	229,197
Accounts receivable, net	16,640	13,905
Municipal Utility District receivables, net	102,166	89,720
Notes receivable, net	26,272	27,953
Tax indemnity receivable, including interest	319,617	319,622
Deferred expenses, net	9,731	12,891
Prepaid expenses and other assets, net	154,237	143,470
Total assets	3,546,412	3,503,042
Liabilities:
Mortgages, notes and loans payable	696,761	688,312
Deferred tax liabilities	77,925	77,147
Warrant liabilities	156,600	123,573
Uncertain tax position liability	134,568	132,492
Accounts payable and accrued expenses	187,842	170,521
Total liabilities	1,253,696	1,192,045
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, 39,498,912 shares issued and outstanding as of March 31, 2013 and December 31, 2012	395	395
Additional paid-in capital	2,825,174	2,824,031
Accumulated deficit	(532,737)	(509,613)
Accumulated other comprehensive loss	(9,567)	(9,575)
Total stockholders' equity	2,283,265	2,305,238
Noncontrolling interests	9,451	5,759
Total equity	2,292,716	2,310,997
Total liabilities and equity	$ 3,546,412	$ 3,503,042

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2013	Dec. 31, 2012
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 share)	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	39,498,912	39,498,912
Common stock, shares outstanding	39,498,912	39,498,912

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Master Planned Community land sales	$ 47,226	$ 36,089
Builder price participation	1,275	813
Minimum rents	18,926	18,898
Tenant recoveries	5,325	5,864
Condominium unit sales		134
Resort and conference center revenues	11,104	9,657
Other land revenues	2,802	3,568
Other rental and property revenues	3,433	4,742
Total revenues	90,091	79,765
Expenses:
Master Planned Community cost of sales	25,699	18,739
Master Planned Community operations	8,496	10,988
Other property operating costs	15,520	14,210
Rental property real estate taxes	3,757	3,839
Rental property maintenance costs	1,805	1,955
Condominium unit cost of sales		59
Resort and conference center operations	7,476	7,414
Provision for doubtful accounts	429
General and administrative	11,171	8,399
Depreciation and amortization	6,444	5,058
Total expenses	80,797	70,661
Operating income	9,294	9,104
Interest income	2,356	2,332
Interest expense	(143)
Warrant liability loss	(33,027)	(121,851)
Reduction in tax indemnity receivable	(1,904)
Equity in earnings from Real Estate Affiliates	2,733	2,677
Loss before taxes	(20,691)	(107,738)
Provision for income taxes	2,479	3,784
Net loss	(23,170)	(111,522)
Net income (loss) attributable to noncontrolling interests	46	(736)
Net loss attributable to common stockholders	$ (23,124)	$ (112,258)
Basic/diluted loss per share: (in dollars per share)	$ (0.59)	$ (2.96)

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

3 Months Ended

Mar. 31, 2013

Mar. 31, 2012

Comprehensive loss, net of tax:

Net loss

$ (23,170)

$ (111,522)

Other comprehensive income (loss):

Interest rate swaps

^[1]

421

102

Capitalized swap interest

^[2]

(413)

(410)

Other comprehensive income (loss)

(308)

Comprehensive loss

(23,162)

(111,830)

Comprehensive income (loss) attributable to noncontrolling interests

(736)

Comprehensive loss attributable to common stockholders

$ (23,116)

$ (112,566)

[1]	Net of deferred tax expense of $0.1 million for the three months ended March 31, 2013 and 2012.
[2]	Net of deferred tax benefit of $0.2 million for the three months ended March 31, 2013 and 2012.

- 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.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense	$ 0.1	$ 0.1
Capitalized swap interest, deferred tax benefit	$ 0.2	$ 0.2

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

Total

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Noncontrolling Interests

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)

(111,522)

(112,258)

736

Interest rate swaps, net of tax of $80 and $101 for the three months ended March 31, 2013 and 2012, respectively

102

^[1]

102

Capitalized swap interest, net of tax of $198 and $244 for the three months ended March 31, 2013 and 2012, respectively

(410)

^[2]

(410)

Stock plan activity

871

Balance at Mar. 31, 2012

2,218,640

$ 379

2,711,980

(493,583)

(5,886)

5,750

Balance (in shares) at Mar. 31, 2012

37,945,707

Balance at Dec. 31, 2012

2,310,997

$ 395

2,824,031

(509,613)

(9,575)

5,759

Balance (in shares) at Dec. 31, 2012

39,498,912

Increase (Decrease) in Stockholders' Equity

Net income (loss)

(23,170)

(23,124)

(46)

Adjustment to noncontrolling interest

3,750

Preferred dividend payment on behalf of REIT subsidiary

(12)

Interest rate swaps, net of tax of $80 and $101 for the three months ended March 31, 2013 and 2012, respectively

421

^[1]

421

Capitalized swap interest, net of tax of $198 and $244 for the three months ended March 31, 2013 and 2012, respectively

(413)

^[2]

(413)

Stock plan activity

1,143

Balance at Mar. 31, 2013

$ 2,292,716

$ 395

$ 2,825,174

$ (532,737)

$ (9,567)

$ 9,451

Balance (in shares) at Mar. 31, 2013

39,498,912

[1]	Net of deferred tax expense of $0.1 million for the three months ended March 31, 2013 and 2012.
[2]	Net of deferred tax benefit of $0.2 million for the three months ended March 31, 2013 and 2012.

- Definition

This element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation".

+ References

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

- Definition

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

+ References

+ Details

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Interest rate swaps, tax	$ 80	$ 101
Capitalized swap interest, tax	$ 198	$ 244

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash Flows from Operating Activities:
Net loss	$ (23,170)	$ (111,522)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Provision for doubtful accounts	429
Depreciation	5,483	4,214
Amortization	961	844
Amortization of deferred financing costs and debt market rate adjustments, net	144	156
Amortization of intangibles other than in-place leases	260	(44)
Straight-line rent amortization	70	(265)
Deferred income taxes	2,196	3,728
Restricted stock and stock option amortization	1,143	871
Warrant liability loss	33,027	121,851
Reduction in tax indemnity receivable	1,904
Equity in earnings (loss) from Real Estate Affiliates, net of distributions	70	(151)
Master Planned Community and condominium development expenditures	(33,329)	(24,284)
Master Planned Community and condominium cost of sales	22,553	17,857
Net changes:
Accounts and notes receivable	(3,472)	3,770
Prepaid expenses and other assets	463	(2,791)
Deferred expenses	2,397	(1,432)
Accounts payable and accrued expenses	4,940	(13,193)
Other, net	570	(487)
Cash provided by (used in) operating activities	16,639	(878)
Cash Flows from Investing Activities:
Real estate and property expenditures	(43,940)	(7,605)
Investments in Real Estate Affiliates, net	(1,537)	(345)
Increase in restricted cash	(11,121)	(1,001)
Cash used in investing activities	(56,598)	(8,951)
Cash Flows from Financing Activities:
Proceeds from issuance of mortgages, notes and loans payable	68,313	217
Principal payments on mortgages, notes and loans payable	(57,003)	(7,465)
Deferred financing costs		(515)
Preferred dividend payment on behalf of REIT subsidiary	(12)
Cash provided by (used in) financing activities	11,298	(7,763)
Net change in cash and cash equivalents	(28,661)	(17,592)
Cash and cash equivalents at beginning of period	229,197	227,566
Cash and cash equivalents at end of period	200,536	209,974
Supplemental Disclosure of Cash Flow Information:
Interest paid	7,348	6,070
Interest capitalized	9,869	6,692
Income taxes paid	885	132
Non-Cash Transactions:
Special Improvement District bond transfers associated with land sales	3,146	978
Real estate and property expenditures	$ 17,136	$ 1,711

BASIS OF PRESENTATION AND ORGANIZATION	3 Months Ended
BASIS OF PRESENTATION AND ORGANIZATION	Mar. 31, 2013
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 and Combined Financial Statements for the year ended December 31, 2012 which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2012. 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 2012 to conform to the 2013 presentation. We reclassified $1.4 million of certain salaries and overhead costs related to land development activities for The Woodlands from general and administrative expenses to Master Planned Community operations. In addition, we reclassified $0.2 million of operating costs related to the Columbia office properties from Master Planned Community operations to other property costs. The results for the interim period ended March 31, 2013 and 2012 are not necessarily indicative of the results to be expected for the full fiscal year. 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 was filed.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

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+ Details

SPONSORS AND MANAGEMENT WARRANTS	3 Months Ended
SPONSORS AND MANAGEMENT WARRANTS	Mar. 31, 2013
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 our 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. On December 7, 2012, the affiliates of Blackstone Real Estate Partners and the Fairholme Fund and the Fairholme Focused Income Fund, each sold their sponsor warrants totaling 333,333 and 1,916,667, respectively, to HHC for $30.00 cash per warrant. These transactions were accounted for as the settlement of a liability for cash consideration of $67.5 million. On November 9, 2012, Brookfield Asset Management, Inc. (“Brookfield”), one of our sponsors, exercised their 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, Brookfield sold their remaining warrants to purchase 2,308,061 shares of our common stock to HHC for $89.3 million. The cash consideration paid to Brookfield net of the exercise price was $13.0 million. As a result of these transactions, $108.6 million of additional paid-in capital was recorded in our financial statements in the year ended December 31, 2012. The Sponsors Warrants expire on November 9, 2017. In November 2010 and February 2011, we entered into certain 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, to purchase shares of our common stock. 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 $71.3 million fair value for the Sponsors Warrants representing warrants to purchase 1,916,667 shares and estimated $85.3 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares outstanding as of March 31, 2013, 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 estimated fair values for the outstanding Sponsors Warrants and Management Warrants were $58.5 million and $65.1 million, respectively, as of December 31, 2012. The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data, as further discussed in Note 5. Decreases and increases in the fair value of the Sponsors Warrants and the Management Warrants are recognized as either warrant liability gains or losses, respectively, in the Condensed Consolidated Statements of Operations.

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2013

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 3 EARNINGS PER SHARE

Basic loss per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of options and nonvested 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 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 March 31,
	2013			2012
	(In thousands, except per share amounts)
Basic and Diluted EPS:
Numerator:
Net loss	$	(23,170	)	$	(111,522	)
Net income (loss) attributable to noncontrolling interests	46			(736		)
Net loss attributable to common stockholders	$	(23,124	)	$	(112,258	)

Denominator:
Weighted average basic common shares outstanding	39,441			37,903

Basic and diluted EPS:	$	(0.59	)	$	(2.96	)

The diluted EPS computation for the three months ended March 31, 2013 excludes 890,040 stock options, 57,933 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsors 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 March 31, 2012 excludes 731,437 stock options and 42,553 shares of restricted stock and 10,682,687 Sponsors and Management Warrants because their inclusion would have been anti-dilutive.

IMPAIRMENT	3 Months Ended
IMPAIRMENT	Mar. 31, 2013
IMPAIRMENT
IMPAIRMENT	NOTE 4 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. GAAP requires 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 charge should be recorded to write down the carrying amount of such asset to fair value (or for land held for sale, fair value less cost to sell). 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. No impairment charges were recorded during the three months ended March 31, 2013 or 2012. We continually evaluate our strategic alternatives with respect to each of our properties and may revise our strategy from time to time, including our intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, we may decide to sell property that is held for use and the sale price may be less than the carrying amount. As a result, these changes in strategy could result in impairment charges in future periods.

FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2013

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 5 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.

	March 31, 2013								December 31, 2012
	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	$	156,600	$	—	$	—	$	156,600	$	123,573	$	—	$	—	$	123,573
Interest rate swaps	6,691		—		6,691		—		7,183		—		7,183		—

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. 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) which are our Sponsors and Management Warrants:

	2013		2012
	(In thousands)
Balance as of January 1,	$	123,573	$	127,764
Warrant liability loss	33,027		121,851
Balance as of March 31,	$	156,600	$	249,615

The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data. Changes in the fair value of the Sponsors Warrants and the Management Warrants are recognized in earnings as a warrant liability gain or loss.

The significant unobservable input used in the fair value measurement of our warrants designated as Level 3 as of March 31, 2013 is as follows:

	Fair Value		Valuation Technique	Unobservable Input	Average
	(In thousands)
Warrants	$	156,600	Option Pricing Valuation Model	Expected Volatility (a)	22.0	%

(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 estimated fair values of our financial instruments that are not measured at fair value on a recurring basis are as follows:

	March 31, 2013					December 31, 2012
	Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value
	(In thousands)
Assets:
Notes receivable, net	$	26,272	$	26,272		$	27,953	$	27,953
Tax indemnity receivable, including interest	319,617				(a)	319,622				(a)

Liabilities:
Fixed-rate debt	$	158,610	$	159,916		$	158,636	$	158,879
Variable-rate debt (b)	491,894		491,894			479,964		479,964
SID bonds	46,257		48,775			49,712		56,475
Total mortgages, notes and loans payable	$	696,761	$	700,585		$	688,312	$	695,318

(a) 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.

(b) 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.

Notes receivable 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

3 Months Ended

Mar. 31, 2013

REAL ESTATE AFFILIATES

REAL ESTATE AFFILIATES

NOTE 6 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 (“ASC 810”).

In accordance with ASC 810, as amended, we assess our joint ventures at inception to determine if any meet the qualifications of a variable interest entity (“VIE”). We consider a partnership or joint venture 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. The company concludes that it is the primary beneficiary and consolidates the VIE if the company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the company is the primary beneficiary. As required by ASC 810, management’s assessment of whether the company is the primary beneficiary of a VIE is continuously performed.

We account for investments in joint ventures deemed to be VIEs 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.

In certain cases, the company is required to consolidate certain VIEs. As of March 31, 2013, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $20.0 million and $2.8 million, respectively. As of December 31, 2012, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $11.7 million and $1.0 million, respectively. The assets of the VIE are restricted for use only by the particular VIE and are not available for our general operations.

Our recent and more significant VIEs are discussed below.

ONE Ala Moana Condominium Development Project

On October 11, 2011, we and an entity jointly owned by two local development partners formed a joint venture called HHMK Development, LLC (“HHMK Development”). The joint venture was created to explore the development of a luxury condominium tower at the Ala Moana Center in Honolulu, HI. We own 50% and our partners jointly own the remaining 50% of the venture and unanimous consent of the partners is required for all major decisions. On June 14, 2012, we formed another 50/50 joint venture, KR Holdings, LLC (“KR Holdings”), with the same development partners. The initial capital contribution which, is due at closing of the construction loan, will include our interest in the condominium declaration and condominium rights for the condominium tower, owned by our wholly-owned subsidiary and cash from our partner for their 50% interest. We expect the construction loan to close in the second quarter of 2013. On September 17, 2012, KR Holdings closed on two $20.0 million non-recourse mezzanine loan commitments with List Island Properties 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 both have a profit interest in KR Holdings, 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. The venture drew $3.0 million of the $40.0 million provided by the mezzanine lenders to fund the predevelopment 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 predevelopment costs, $3.0 million has been funded as of March 31, 2013, of which $2.0 million is non-interest bearing. Total predevelopment costs through March 31, 2013 for both KR Holdings and HHMK, are $5.4 million, and our share of the predevelopment costs is $2.7 million.

Millennium Woodlands Phase II, LLC

On May 14, 2012, we entered into a joint venture, Millennium Woodlands Phase II, LLC (“Millennium Phase II”), with The Dinerstein Companies, the same joint venture partner related to the Millennium Waterway Apartments I project for the construction of a new 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. 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.

Columbia Parcel D Joint Venture

On October 27, 2011, we entered into a joint venture, Parcel D Development, LLC, with a local developer, Kettler, Inc., to construct a Class A apartment building with ground floor retail space in downtown Columbia, MD. We and our partner each own 50% of the venture, and unanimous consent of the partners is required for all major decisions.

We are not the primary beneficiary of any of the VIEs discussed above because we do not have the unilateral power to direct activities that most significantly impact the economic performance of the joint venture and therefore we report our interests on the equity method.

HHMK Development, KR Holdings, Millennium Phase II, 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 $9.4 million and $7.8 million as of March 31, 2013 and December 31, 2012, respectively, and was classified as Investments in Real Estate Affiliates in the Condensed Consolidated Balance Sheets. These joint ventures are in the pre development stage, therefore there were no earnings for the three months ended March 31, 2013 and 2012, respectively. 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 or otherwise made firm commitments to fund amounts 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
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
Equity Method Investments	2013		2012		2013		2012		2013		2012
	(In percentages)				(In thousands)				(In thousands)

Circle T	50.00	%	50.00	%	$	9,004	$	9,004	$	—	$	—
Forest View/Timbermill Apartments	—		—		—		—		—		4
HHMK Development, LLC	50.00	%	50.00	%	1,796		1,257		—		—
KR Holdings, LLC	50.00	%	50.00	%	—		—		—		—
Millennium Waterway Apartments	100.00	%	100.00	%	—		—		—		220
Millennium Woodlands Phase II, LLC	81.43	%	81.43	%	2,190		2,190		—		—
Parcel D Development, LLC	50.00	%	50.00	%	5,410		4,330		—		—
Stewart Title	50.00	%	50.00	%	3,762		3,871		191		59
Woodlands Sarofim #1	20.00	%	20.00	%	2,489		2,450		39		18
Other investments					300		300		—		—
					24,951		23,402		230		301
Cost basis investments (a)					8,695		8,777		2,503		2,376
Investment in Real Estate Affiliates					$	33,646	$	32,179	$	2,733	$	2,677

(a) Includes distribution received from Summerlin Hospital Medical Center.

As of March 31, 2013, approximately $15.9 million of indebtedness was secured by the properties owned by our Real Estate Affiliates of which our share was approximately $7.9 million based upon our economic ownership. The debt is non-recourse to us.

MORTGAGES, NOTES AND LOANS PAYABLE

3 Months Ended

Mar. 31, 2013

MORTGAGES, NOTES AND LOANS PAYABLE.

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 7 MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:

	March 31,		December 31,
	2013		2012
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	158,610	$	158,636
Special Improvement District bonds	46,257		49,712
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)	491,894		479,964
Total mortgages, notes and loans payable	$	696,761	$	688,312

(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.

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

				Maximum		Carrying Value
		Interest		Facility		March 31,		December 31,
$ In Thousands	Maturity (a)	Rate		Amount		2013		2012
						(In thousands)

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

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

Columbia Regional Building (c)	March 2018	3.25	%	$	23,008	212		—

Other Financing Arrangements	July 2015	—				897		612

Bridgeland
Land Loan (d)	June 2022	5.50	%			18,066		18,066
Development Loan (e)	June 2015	5.00	%	$	30,000	4,963		—
Bridgeland Total						23,029		18,066

Special Improvement District bonds
Summerlin South - S108	December 2016	5.95	%			1,067		1,067
Summerlin South - S124	December 2019	5.95	%			324		324
Summerlin South - S128	December 2020	7.30	%			787		787
Summerlin South - S128C	December 2030	6.05	%			5,739		5,739
Summerlin South - S132	December 2020	6.00	%			4,757		4,822
Summerlin South - S151	June 2025	6.00	%			7,419		10,501
Summerlin West - S810	April 2031	7.13	%			21,877		22,185
The Shops at Summerlin Centre - S108	December 2016	5.95	%			586		586
The Shops at Summerlin Centre - S128	December 2030	6.05	%			3,701		3,701
Special Improvement District bonds Total						46,257		49,712

The Woodlands
Master Credit Facility (f)	March 2015	5.00	%	$	270,000	176,663		176,704
Resort and Conference Center (g)	February 2019	3.70	%	$	95,000	36,100		36,100
Capital lease obligation	various	3.31	%			26		41
4 Waterway Square	December 2023	4.88	%	$	41,000	39,919		40,140
9303 New Trails	December 2023	4.88	%	$	14,000	13,631		13,706
3 Waterway Square (h)	January 2017	2.85	%	$	43,295	15,946		9,150
One Hughes Landing (h)	November 2017	2.85	%	$	38,000	10		10
20/25 Waterway Avenue	May 2022	4.79	%	$	14,450	14,450		14,450
Millennium Waterway Apartments	June 2022	3.75	%	$	55,600	55,584		55,584
The Woodlands Total						352,329		345,885

Ward Centers (i)	September 2016	3.39	%	$	250,000	229,000		229,000
						$	696,761	$	688,312

(a) Maturity date includes any extension periods which can be exercised at our option.

(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.

(c) Loan bears interest at prime rate for draws less than $0.5 million. For draws over $0.5 million, we make election to use LIBOR+2.00% or the prime rate. Loan payments are interest only until March 2016.

(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 aggregate draws not to exceed $140.0 million. The loan bears interest at the greater of 5.00% or LIBOR + 3.25%.

(f) Loan bears interest at one-month LIBOR + 4.00% and has a 5.00% minimum rate.

(g) Loan was refinanced in February 2013 and bears interest at one-month LIBOR + 3.50%.

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

(i) 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 4.30% and 4.49% as of March 31, 2013 and December 31, 2012, respectively.

Mortgages, Notes and Loans Payable

As of March 31, 2013, we had $696.8 million of mortgages, notes and loans payable. All of the debt is secured by the individual properties as listed in the table above and is non-recourse to HHC, except for a $7.0 million parent guarantee associated with the 110 N. Wacker mortgage. The Woodlands Master Credit Facility and Resort and Conference Center loans are also recourse to the partnerships that directly own The Woodlands operations. Certain of our loans contain provisions which grant the lender a security interest in the operating cash flow of the property that represents the collateral for the loan. Such provisions are not expected to impact our operations in 2013. Certain mortgage notes may be prepaid, but may be subject to a prepayment penalty equal to a yield-maintenance premium, defeasance or a percentage of the loan balance.

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 March 31, 2013, 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. As of March 31, 2013, leverage was approximately 25.0%. There was $58.3 million of undrawn and available borrowing capacity under the TWL Facility based on the collateral underlying the facility and covenants as of March 31, 2013. The TWL Facility also requires mandatory principal amortization payments during its initial term and during the extension period, if exercised. Repayments of $30.0 million are required on March 29, 2014. Furthermore, $10.0 million is due on each of June 29, September 29 and December 29, 2014 during the extension period.

On September 30, 2011, we closed on a $250.0 million non-recourse first mortgage financing secured by Ward Centers in Honolulu, Hawaii, that bears interest at one month LIBOR plus 2.50%. 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 10.0% debt yield in order to draw additional loan proceeds under the facility. The loan also permits partial repayment during its term in connection with property releases for development. 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 3.39% as of March 31, 2013. The unused portion of this mortgage was $21.0 million as of March 31, 2013.

The Woodlands Resort and Conference Center loan had a $36.1 million outstanding balance as of December 31, 2012. On February 8, 2013, we closed on a $95.0 million of non-recourse construction financing which repaid the existing $36.1 million mortgage and provides funding for the redevelopment of The Woodlands Resort and Conference Center. The loan bears interest at one month LIBOR plus 3.50% and has an initial maturity of February 8, 2016, with three one-year extensions at our option. 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 after completion of construction.

On May 31, 2012, as part of our acquisition of our former 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 February 2, 2012, we closed on a non-recourse financing totaling $43.3 million for the construction of 3 Waterway Square, an eleven-story, 232,000-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 one month LIBOR plus 2.65%.

On December 5, 2011, we obtained 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 November 14, 2012, we closed on a non-recourse financing totaling $38.0 million for the construction of One Hughes Landing, an eight-story, 195,000 square foot office building in The Woodlands. The loan matures on November 15, 2015 and has two, one-year extension options. The loan bears interest at LIBOR plus 2.65%.

On March 15, 2013, we closed on a non-recourse financing totaling $23.0 million for the redevelopment of The Columbia Regional Building (also known as The Rouse Building), an office building located in Columbia, Maryland. The loan bears interest at LIBOR plus 2.00% and is interest only through the initial maturity date of March 15, 2016. The loan has two one-year extension options.

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 of which $31.4 million has been utilized 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 August 15, 2012, we assumed a $16.0 million loan as part of the acquisition of 70 Columbia Corporate Center (“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. The loan includes a participation right to the lender for 30% of the appreciation in the market value of the property after our preferred our 10% cumulative preferred return and repayment of the outstanding debt and our contributed equity. This participation obligation is fair valued each quarter and the change in fair value is recorded through interest expense. For the three months ended March 31, 2013, $2.6 million relating to the increase in value of the participation due to increased leasing of the property was recorded as interest expense. Virtually all of the interest was capitalized due to our development activities.

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.

As of March 31, 2013, $1.5 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 March 31, 2013, 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

3 Months Ended

Mar. 31, 2013

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 8 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 as of March 31, 2013 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 months ended March 31, 2013, the ineffective portion 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 March 31, 2013, 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.

If the interest rate swap agreements are terminated prior to their maturity, the amounts previously recorded in AOCI are recognized into earnings over the period that the hedged transaction impacts earnings. If the hedging relationship is discontinued because it is probable that the forecasted transaction will not occur according to the original strategy, any related amounts previously recorded in AOCI are recognized in earnings immediately.

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:

	March 31,		December 31,
	2013		2012
	(In thousands)
Interest Rate Swaps	$	6,691	$	7,183
Total derivatives designated as hedging instruments	$	6,691	$	7,183

The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012:

	Three months ended March 31,							Three months ended March 31,
	2013			2012			Location of Gain	2013			2012
Cash Flow Hedges	Amount of (Loss) Recognized in OCI			Amount of (Loss) Recognized in OCI			(Loss) Reclassified from AOCI into Earnings	Amount of (Loss) Reclassified from AOCI into Earnings			Amount of (Loss) Reclassified from AOCI into Earnings
	(In thousands)							(In thousands)

Interest Rate Swaps	$	(98	)	$	(391	)	Interest Expense	$	(519	)	$	(493	)
	$	(98	)	$	(391	)		$	(519	)	$	(493	)

- 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	3 Months Ended
INCOME TAXES	Mar. 31, 2013
INCOME TAXES
INCOME TAXES	NOTE 9 INCOME TAXES Several of our subsidiaries are involved in a dispute with the IRS relating to years in which those subsidiaries were owned by General Growth Properties (“GGP”), and in connection therewith, 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 United States Tax Court (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 March 31, 2013 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 $38.4 million and $36.4 million as of March 31, 2013 and December 31, 2012, 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 months ended March 31, 2013, the reduction in tax indemnity receivable of $1.9 million 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 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 Tax Court granted the motion to consolidate. The case was heard by the Tax Court in November 2012. We expect the Tax Court to rule on the case within the next 12 months. Unrecognized tax benefits recorded pursuant to uncertain tax positions were $95.9 million as of March 31, 2013 and December 31, 2012, excluding interest, of which this entire amount would not impact our effective tax rate. Accrued interest related to these unrecognized tax benefits amounted to $38.7 million and $36.6 million as of March 31, 2013 and December 31, 2012, respectively. We recognized an increase in interest expense related to the unrecognized tax benefits of $2.1 million for the three months ended March 31, 2013. 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 12 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 2012, 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.

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+ Details

STOCK-BASED PLANS

3 Months Ended

Mar. 31, 2013

STOCK-BASED PLANS

STOCK-BASED PLANS

NOTE 10 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, 2012. The following table summarizes our stock option plan activity for the three months ended March 31, 2013:

	Stock Options		Weighted Average Exercise Price
Stock Options Outstanding at December 31, 2012	861,940		$	59.17
Granted	36,100		81.80
Forfeited	(8,000	)	59.37
Stock Options Outstanding at March 31, 2013	890,040		$	60.08

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

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

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-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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-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
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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

OTHER ASSETS AND LIABILITIES

3 Months Ended

Mar. 31, 2013

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

NOTE 11 OTHER ASSETS AND LIABILITIES

Prepaid Expenses and Other Assets

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

	March 31,		December 31,
	2013		2012
	(In thousands)
Special Improvement District receivable	$	39,666	$	39,659
Other receivables	829		2,346
Federal income tax receivable	5,580		5,367
Prepaid expenses	6,497		4,757
Below-market ground leases	20,256		20,341
Condominium deposits	33,349		19,616
Security and escrow deposits	10,356		12,865
Above-market tenant leases	1,981		1,896
Uncertain tax position asset	13,528		12,801
In-place leases	10,336		11,516
Intangibles	3,714		3,714
Other	8,145		8,592
	$	154,237	$	143,470

The increase of $13.7 million in condominium deposits as of March 31, 2013 as compared to December 31, 2012 is attributed to the cash deposits received for the condominium pre-sales at ONE Ala Moana condominium tower. The asset and liability for these condominium deposits will be contributed, along with our condominium declaration and condominium rights, to the joint venture at closing of the construction loan. See also Note 6 — Real Estate Affiliates. The decrease of $2.5 million in security and escrow deposits is primarily related to the utilization of $2.1 million of escrow funds established at the acquisition of 70 CCC.

Accounts Payable and Accrued Expenses

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

	March 31,		December 31,
	2013		2012
	(In thousands)
Construction payable	$	18,249	$	17,501
Accounts payable and accrued expenses	52,504		39,634
Condominium deposits	33,349		19,616
Membership deposits	21,166		20,248
Above-market ground leases	2,550		2,590
Deferred gains/income	7,445		7,767
Accrued interest	2,368		2,425
Accrued real estate taxes	3,883		6,622
Tenant and other deposits	9,906		8,096
Insurance reserve	4,876		9,037
Accrued payroll and other employee liabilities	5,889		11,514
Interest rate swaps	6,691		7,183
Special assessment	2,868		2,868
Other	16,098		15,420
	$	187,842	$	170,521

The increase of $12.9 million in accounts payable and accrued expenses as of March 31, 2013 as compared to December 31, 2012 is primarily due to a lease termination payment obligation relating to one of the properties under development. Payments of approximately $3.3 million are due in 2014 and 2015. The decrease of $5.6 million in accrued payroll and other employee liabilities is primarily due to the annual incentive compensation payout in the first quarter of 2013.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

3 Months Ended

Mar. 31, 2013

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 12 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes Accumulated other comprehensive income (loss) for the period indicated (amounts in thousands):

Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)

For the period ended March 31, 2013

	Gains and Losses on Cash flow hedges
	(In Thousands)
Balance as of January 1, 2013	$	(9,575	)

Other comprehensive income (loss) before reclassifications	(511		)
Amounts reclassified from accumulated other comprehensive income	519

Net current-period other comprehensive income	8
Balance as of March 31, 2013	$	(9,567	)

(a) All amounts are net of tax. Amounts in parentheses indicate debits.

The following table summarizes the amounts reclassified out of Accumulated other comprehensive income (loss) for the period indicated (amounts in thousands):

Reclassifications out of Accumulated Other Comprehensive Income (loss) (a)

For the period ended March 31, 2013

Accumulated Other Comprehensive Income (Loss) Components	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)			Affected line item in the Statement of Operations
Gains and losses on cash flow hedges
Interest rate swap contracts	$	(449	)	Interest income/(expense)
	(70		)	Tax (expense) or benefit
Total reclassifications for the period	$	(519	)	Net of tax

(a) Amounts in parentheses indicate debits to profit/loss.

- Definition

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

+ References

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+ Details

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2013
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 $43.4 million and $49.3 million as of March 31, 2013 and December 31, 2012, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. See Note 9 — Income Taxes for additional contingencies related to our uncertain tax positions. 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”). On March 21, 2013, we received unanimous approval from the New York City Council under the Uniform Land Use Review Procedure (“ULURP”) for the redevelopment of Pier 17 at the South Street Seaport. The restated ground lease will become effective when we meet certain milestones, the most important of which is the commencement of construction by October 1, 2013. Following commencement of construction of the Renovation Project, annual ground rent will be fixed at $1.2 million with an escalation of 3.0% annually. We will also be entitled to a total $1.5 million rent credit, to be taken monthly over a 30-month period. However, we 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. In the fourth quarter of 2012, as a result of Superstorm Sandy, the Uplands portion of South Street Seaport suffered damage due to flooding, but the Pier 17 structure was not damaged. Reconstruction efforts are ongoing and the property is only partially operating. We have received $5.0 million in insurance recoveries at South Street Seaport related to property damage recoveries through March 31, 2013. Remediation costs incurred through March 31, 2013 were $2.4 million, and we expect recoveries to be in excess of our carrying value. We believe that our insurance will cover substantially all of the cost of repairing the property and will also compensate us for any revenue that has been lost as a result of the storm.

- Definition

The entire disclosure for commitments and contingencies.

+ References

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+ Details

SEGMENTS

3 Months Ended

Mar. 31, 2013

SEGMENTS

SEGMENTS

NOTE 14 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 which have no substantial operations.

The assets included in each segment as of March 31, 2013, are contained in the following chart:

“[See the EDGAR filing for referenced graphic (or) image.]”

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. We believe 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, corporate interest and depreciation expense, provision for income taxes, warrant liability loss and the reduction in tax indemnity receivable. 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.

Segment operating results are as follows:

	Three Months Ended March 31,
	2013			2012
	(In thousands)
Master Planned Communities
Land sales	$	47,226		$	36,089
Builder price participation	1,275			813
Minimum rents	195			132
Other land revenues	2,802			3,485
Other rental and property revenues	—			16
Total revenues	51,498			40,535
Cost of sales - land	25,699			18,679
Land sales operations	6,953			8,903
Land sales real estate and business taxes	1,543			2,085
Depreciation and amortization	7			2
Interest income	(15		)	(70		)
Interest expense (*)	(5,960		)	(3,414		)
Total expenses	28,227			26,185
MPC EBT	23,271			14,350

Operating Assets
Minimum rents	18,511			18,522
Tenant recoveries	5,252			5,830
Resort and conference center revenues	11,104			9,657
Other rental and property revenues	3,433			4,726
Total revenues	38,300			38,735
Other property operating costs	14,965			13,804
Rental property real estate taxes	2,983			2,620
Rental property maintenance costs	1,656			1,840
Resort and conference center operations	7,476			7,414
Provision for doubtful accounts	429			—
Depreciation and amortization	6,118			4,857
Interest income	(46		)	(45		)
Interest expense	6,805			3,346
Equity in Earnings from Real Estate Affiliates	(2,733		)	(2,677		)
Total expenses	37,653			31,159
Operating Assets EBT	647			7,576

Strategic Developments
Minimum rents	220			243
Tenant recoveries	73			34
Overage rent revenue	—			52
Condominium unit sales	—			134
Other land revenues	—			32
Total revenues	293			495
Condominium unit cost of sales	—			59
Condominium sales operations	—			58
Other property operating costs	555			408
Real estate taxes	774			1,219
Rental property maintenance costs	149			115
Depreciation and amortization	43			59
Interest expense *	(287		)	74
Total expenses	1,234			1,992
Strategic Developments EBT	(941		)	(1,497		)
REP EBT	$	22,977		$	20,429

(*) Negative interest expense amounts relate to interest capitalized on debt assigned to our Operating Assets Segments.

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

Reconciliation of REP EBT to GAAP-net	Three Months Ended March 31,
income (loss)	2013			2012
	(In thousands)

REP EBT	$	22,977		$	20,429
General and administrative	(11,171		)	(8,399		)
Corporate interest income, net	2,710			2,223
Warrant liability loss	(33,027		)	(121,851		)
Provision for income taxes	(2,479		)	(3,784		)
Reduction in tax indemnity receivable	(1,904		)	—
Corporate depreciation	(276		)	(140		)
Net loss	$	(23,170	)	$	(111,522	)

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

Reconciliation of Segment Basis Revenues to	Three Months Ended March 31,
GAAP Revenues	2013		2012
	(In thousands)

Master Planned Communities	$	51,498	$	40,535
Operating Assets	38,300		38,735
Strategic Developments	293		495
Total revenues - GAAP basis	$	90,091	$	79,765

The assets by segment and the reconciliation of total segment assets to the total assets in the condensed consolidated balance sheets as of March 31, 2013 and December 31, 2012 are summarized as follows:

	March 31,		December 31,
	2013		2012
	(In thousands)
Master Planned Communities	$	1,781,811	$	1,756,625
Operating Assets	967,088		944,562
Strategic Developments	321,012		288,287
Total segment assets	3,069,911		2,989,474
Corporate and other *	476,501		513,568
Total assets	$	3,546,412	$	3,503,042

* Assets included in Corporate and other consist primarily of the Tax indemnity receivable, including interest, and Cash and cash equivalents.

The increase in the Strategic Development segment’s asset balance as of March 31, 2013 of $32.7 million as compared to December 31, 2012 is primarily due to approximately $9.6 million of costs incurred related to our Woodlands development projects and the collection of an additional $13.7 million of pre-sale condominium deposits from our ONE Ala Moana project. The balance of the increase is due to costs incurred related to our other development projects.

- 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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+ Details

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2013

EARNINGS PER SHARE

Summary of information related to the entity's EPS calculations

	Three Months Ended March 31,
	2013			2012
	(In thousands, except per share amounts)
Basic and Diluted EPS:
Numerator:
Net loss	$	(23,170	)	$	(111,522	)
Net income (loss) attributable to noncontrolling interests	46			(736		)
Net loss attributable to common stockholders	$	(23,124	)	$	(112,258	)

Denominator:
Weighted average basic common shares outstanding	39,441			37,903

Basic and diluted EPS:	$	(0.59	)	$	(2.96	)

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2013

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

	March 31, 2013								December 31, 2012
	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	$	156,600	$	—	$	—	$	156,600	$	123,573	$	—	$	—	$	123,573
Interest rate swaps	6,691		—		6,691		—		7,183		—		7,183		—

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

	2013		2012
	(In thousands)
Balance as of January 1,	$	123,573	$	127,764
Warrant liability loss	33,027		121,851
Balance as of March 31,	$	156,600	$	249,615

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

	Fair Value		Valuation Technique	Unobservable Input	Average
	(In thousands)
Warrants	$	156,600	Option Pricing Valuation Model	Expected Volatility (a)	22.0	%

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

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

	March 31, 2013					December 31, 2012
	Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value
	(In thousands)
Assets:
Notes receivable, net	$	26,272	$	26,272		$	27,953	$	27,953
Tax indemnity receivable, including interest	319,617				(a)	319,622				(a)

Liabilities:
Fixed-rate debt	$	158,610	$	159,916		$	158,636	$	158,879
Variable-rate debt (b)	491,894		491,894			479,964		479,964
SID bonds	46,257		48,775			49,712		56,475
Total mortgages, notes and loans payable	$	696,761	$	700,585		$	688,312	$	695,318

(b) 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.

- 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
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13476-108611

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

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13467-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6447952&loc=d3e13220-108610

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-Subparagraph (a)
-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 159
-Paragraph 19
-Subparagraph a, b, c(1), d(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 FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 14
-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 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15
-Subparagraph b-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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 18
-Subparagraph c(2), d, e, f
-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 157
-Paragraph 32
-Subparagraph a, c(1), c(2), c(3), 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 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 10
-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)

3 Months Ended

Mar. 31, 2013

REAL ESTATE AFFILIATES

Schedule of information related to investments in real estate affiliates

	Economic/ Legal Ownership				Carrying Value				Share of Earnings/Dividends
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
Equity Method Investments	2013		2012		2013		2012		2013		2012
	(In percentages)				(In thousands)				(In thousands)

Circle T	50.00	%	50.00	%	$	9,004	$	9,004	$	—	$	—
Forest View/Timbermill Apartments	—		—		—		—		—		4
HHMK Development, LLC	50.00	%	50.00	%	1,796		1,257		—		—
KR Holdings, LLC	50.00	%	50.00	%	—		—		—		—
Millennium Waterway Apartments	100.00	%	100.00	%	—		—		—		220
Millennium Woodlands Phase II, LLC	81.43	%	81.43	%	2,190		2,190		—		—
Parcel D Development, LLC	50.00	%	50.00	%	5,410		4,330		—		—
Stewart Title	50.00	%	50.00	%	3,762		3,871		191		59
Woodlands Sarofim #1	20.00	%	20.00	%	2,489		2,450		39		18
Other investments					300		300		—		—
					24,951		23,402		230		301
Cost basis investments (a)					8,695		8,777		2,503		2,376
Investment in Real Estate Affiliates					$	33,646	$	32,179	$	2,733	$	2,677

(a) Includes distribution received from Summerlin Hospital Medical Center.

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

3 Months Ended

Mar. 31, 2013

MORTGAGES, NOTES AND LOANS PAYABLE.

Summary of mortgages, notes and loans payable

	March 31,		December 31,
	2013		2012
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	158,610	$	158,636
Special Improvement District bonds	46,257		49,712
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)	491,894		479,964
Total mortgages, notes and loans payable	$	696,761	$	688,312

(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.

Schedule of mortgages, notes and loans payable by property

				Maximum		Carrying Value
		Interest		Facility		March 31,		December 31,
$ In Thousands	Maturity (a)	Rate		Amount		2013		2012
						(In thousands)

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

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

Columbia Regional Building (c)	March 2018	3.25	%	$	23,008	212		—

Other Financing Arrangements	July 2015	—				897		612

Bridgeland
Land Loan (d)	June 2022	5.50	%			18,066		18,066
Development Loan (e)	June 2015	5.00	%	$	30,000	4,963		—
Bridgeland Total						23,029		18,066

Special Improvement District bonds
Summerlin South - S108	December 2016	5.95	%			1,067		1,067
Summerlin South - S124	December 2019	5.95	%			324		324
Summerlin South - S128	December 2020	7.30	%			787		787
Summerlin South - S128C	December 2030	6.05	%			5,739		5,739
Summerlin South - S132	December 2020	6.00	%			4,757		4,822
Summerlin South - S151	June 2025	6.00	%			7,419		10,501
Summerlin West - S810	April 2031	7.13	%			21,877		22,185
The Shops at Summerlin Centre - S108	December 2016	5.95	%			586		586
The Shops at Summerlin Centre - S128	December 2030	6.05	%			3,701		3,701
Special Improvement District bonds Total						46,257		49,712

The Woodlands
Master Credit Facility (f)	March 2015	5.00	%	$	270,000	176,663		176,704
Resort and Conference Center (g)	February 2019	3.70	%	$	95,000	36,100		36,100
Capital lease obligation	various	3.31	%			26		41
4 Waterway Square	December 2023	4.88	%	$	41,000	39,919		40,140
9303 New Trails	December 2023	4.88	%	$	14,000	13,631		13,706
3 Waterway Square (h)	January 2017	2.85	%	$	43,295	15,946		9,150
One Hughes Landing (h)	November 2017	2.85	%	$	38,000	10		10
20/25 Waterway Avenue	May 2022	4.79	%	$	14,450	14,450		14,450
Millennium Waterway Apartments	June 2022	3.75	%	$	55,600	55,584		55,584
The Woodlands Total						352,329		345,885

Ward Centers (i)	September 2016	3.39	%	$	250,000	229,000		229,000
						$	696,761	$	688,312

(a) Maturity date includes any extension periods which can be exercised at our option.

(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 5.00% minimum rate.

(g) Loan was refinanced in February 2013 and bears interest at one-month LIBOR + 3.50%.

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

(i) 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
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-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)

3 Months Ended

Mar. 31, 2013

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Summary of fair value of the Company's derivative financial instruments which are included in accounts payable and accrued liabilities in the Consolidated Balance Sheet

	March 31,		December 31,
	2013		2012
	(In thousands)
Interest Rate Swaps	$	6,691	$	7,183
Total derivatives designated as hedging instruments	$	6,691	$	7,183

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

	Three months ended March 31,							Three months ended March 31,
	2013			2012			Location of Gain	2013			2012
Cash Flow Hedges	Amount of (Loss) Recognized in OCI			Amount of (Loss) Recognized in OCI			(Loss) Reclassified from AOCI into Earnings	Amount of (Loss) Reclassified from AOCI into Earnings			Amount of (Loss) Reclassified from AOCI into Earnings
	(In thousands)							(In thousands)

Interest Rate Swaps	$	(98	)	$	(391	)	Interest Expense	$	(519	)	$	(493	)
	$	(98	)	$	(391	)		$	(519	)	$	(493	)

- 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)

3 Months Ended

Mar. 31, 2013

STOCK-BASED PLANS

Summary of stock option activity

	Stock Options		Weighted Average Exercise Price
Stock Options Outstanding at December 31, 2012	861,940		$	59.17
Granted	36,100		81.80
Forfeited	(8,000	)	59.37
Stock Options Outstanding at March 31, 2013	890,040		$	60.08

OTHER ASSETS AND LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2013

OTHER ASSETS AND LIABILITIES

Summary of the significant components of Prepaid expenses and other assets:

	March 31,		December 31,
	2013		2012
	(In thousands)
Special Improvement District receivable	$	39,666	$	39,659
Other receivables	829		2,346
Federal income tax receivable	5,580		5,367
Prepaid expenses	6,497		4,757
Below-market ground leases	20,256		20,341
Condominium deposits	33,349		19,616
Security and escrow deposits	10,356		12,865
Above-market tenant leases	1,981		1,896
Uncertain tax position asset	13,528		12,801
In-place leases	10,336		11,516
Intangibles	3,714		3,714
Other	8,145		8,592
	$	154,237	$	143,470

Summary of the significant components of Accounts payable and accrued expenses:

	March 31,		December 31,
	2013		2012
	(In thousands)
Construction payable	$	18,249	$	17,501
Accounts payable and accrued expenses	52,504		39,634
Condominium deposits	33,349		19,616
Membership deposits	21,166		20,248
Above-market ground leases	2,550		2,590
Deferred gains/income	7,445		7,767
Accrued interest	2,368		2,425
Accrued real estate taxes	3,883		6,622
Tenant and other deposits	9,906		8,096
Insurance reserve	4,876		9,037
Accrued payroll and other employee liabilities	5,889		11,514
Interest rate swaps	6,691		7,183
Special assessment	2,868		2,868
Other	16,098		15,420
	$	187,842	$	170,521

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

3 Months Ended

Mar. 31, 2013

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Summary of Accumulated other comprehensive income (loss)

The following table summarizes Accumulated other comprehensive income (loss) for the period indicated (amounts in thousands):

Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)

For the period ended March 31, 2013

	Gains and Losses on Cash flow hedges
	(In Thousands)
Balance as of January 1, 2013	$	(9,575	)

Other comprehensive income (loss) before reclassifications	(511		)
Amounts reclassified from accumulated other comprehensive income	519

Net current-period other comprehensive income	8
Balance as of March 31, 2013	$	(9,567	)

(a) All amounts are net of tax. Amounts in parentheses indicate debits.

Summary of the amounts reclassified out of Accumulated other comprehensive income (loss)

The following table summarizes the amounts reclassified out of Accumulated other comprehensive income (loss) for the period indicated (amounts in thousands):

Reclassifications out of Accumulated Other Comprehensive Income (loss) (a)

For the period ended March 31, 2013

Accumulated Other Comprehensive Income (Loss) Components	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)			Affected line item in the Statement of Operations
Gains and losses on cash flow hedges
Interest rate swap contracts	$	(449	)	Interest income/(expense)
	(70		)	Tax (expense) or benefit
Total reclassifications for the period	$	(519	)	Net of tax

(a) Amounts in parentheses indicate debits to profit/loss.

SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2013

SEGMENTS

Schedule of segment operating results

	Three Months Ended March 31,
	2013			2012
	(In thousands)
Master Planned Communities
Land sales	$	47,226		$	36,089
Builder price participation	1,275			813
Minimum rents	195			132
Other land revenues	2,802			3,485
Other rental and property revenues	—			16
Total revenues	51,498			40,535
Cost of sales - land	25,699			18,679
Land sales operations	6,953			8,903
Land sales real estate and business taxes	1,543			2,085
Depreciation and amortization	7			2
Interest income	(15		)	(70		)
Interest expense (*)	(5,960		)	(3,414		)
Total expenses	28,227			26,185
MPC EBT	23,271			14,350

Operating Assets
Minimum rents	18,511			18,522
Tenant recoveries	5,252			5,830
Resort and conference center revenues	11,104			9,657
Other rental and property revenues	3,433			4,726
Total revenues	38,300			38,735
Other property operating costs	14,965			13,804
Rental property real estate taxes	2,983			2,620
Rental property maintenance costs	1,656			1,840
Resort and conference center operations	7,476			7,414
Provision for doubtful accounts	429			—
Depreciation and amortization	6,118			4,857
Interest income	(46		)	(45		)
Interest expense	6,805			3,346
Equity in Earnings from Real Estate Affiliates	(2,733		)	(2,677		)
Total expenses	37,653			31,159
Operating Assets EBT	647			7,576

Strategic Developments
Minimum rents	220			243
Tenant recoveries	73			34
Overage rent revenue	—			52
Condominium unit sales	—			134
Other land revenues	—			32
Total revenues	293			495
Condominium unit cost of sales	—			59
Condominium sales operations	—			58
Other property operating costs	555			408
Real estate taxes	774			1,219
Rental property maintenance costs	149			115
Depreciation and amortization	43			59
Interest expense *	(287		)	74
Total expenses	1,234			1,992
Strategic Developments EBT	(941		)	(1,497		)
REP EBT	$	22,977		$	20,429

(*) Negative interest expense amounts relate to interest capitalized on debt assigned to our Operating Assets Segments.

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

Reconciliation of REP EBT to GAAP-net	Three Months Ended March 31,
income (loss)	2013			2012
	(In thousands)

REP EBT	$	22,977		$	20,429
General and administrative	(11,171		)	(8,399		)
Corporate interest income, net	2,710			2,223
Warrant liability loss	(33,027		)	(121,851		)
Provision for income taxes	(2,479		)	(3,784		)
Reduction in tax indemnity receivable	(1,904		)	—
Corporate depreciation	(276		)	(140		)
Net loss	$	(23,170	)	$	(111,522	)

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

Reconciliation of Segment Basis Revenues to	Three Months Ended March 31,
GAAP Revenues	2013		2012
	(In thousands)

Master Planned Communities	$	51,498	$	40,535
Operating Assets	38,300		38,735
Strategic Developments	293		495
Total revenues - GAAP basis	$	90,091	$	79,765

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

	March 31,		December 31,
	2013		2012
	(In thousands)
Master Planned Communities	$	1,781,811	$	1,756,625
Operating Assets	967,088		944,562
Strategic Developments	321,012		288,287
Total segment assets	3,069,911		2,989,474
Corporate and other *	476,501		513,568
Total assets	$	3,546,412	$	3,503,042

* Assets included in Corporate and other consist primarily of the Tax indemnity receivable, including interest, and Cash and cash equivalents.

- 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 Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Reclassifications
General and administrative	$ 11,171	$ 8,399
Other property costs	$ 15,520	$ 14,210
Reclassification Adjustment \| Master Planned Community operations
Reclassifications
General and administrative			$ 1,400
Other property costs			$ 200

SPONSORS AND MANAGEMENT WARRANTS (Details) $ in Thousands			1 Months Ended
SPONSORS AND MANAGEMENT WARRANTS (Details) $ in Thousands	Dec. 07, 2012 USD ($) $ / shares shares	Nov. 09, 2012 USD ($) $ / shares shares	Feb. 28, 2011 USD ($) $ / shares shares	Mar. 31, 2013 USD ($) shares	Dec. 31, 2012 USD ($)	Nov. 09, 2010 USD ($) $ / shares shares
Sponsors and Management Warrants
Warrant liabilities				$ 156,600	$ 123,573
Brookfield
Sponsors and Management Warrants
Additional paid-in capital					108,600
Blackstone Real Estate Partners
Sponsors and Management Warrants
Exercise price (in dollars per share) \| $ / shares	30.00
Number of shares of common stock under warrants repurchased \| shares	333,333
Settlement of warrant liability for cash consideration	$ 67,500
Fairholme Fund and the Fairholme Focused Income Fund
Sponsors and Management Warrants
Exercise price (in dollars per share) \| $ / shares	30.00
Number of shares of common stock under warrants repurchased \| shares	1,916,667
Sponsors Warrants
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares) \| shares				1,916,667		8,000,000
Estimated initial value						$ 69,500
Exercise price (in dollars per share) \| $ / shares						50.00
Warrant liabilities				$ 71,300	58,500
Sponsors Warrants \| Brookfield
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares) \| shares		1,525,272
Exercise price (in dollars per share) \| $ / shares		50.00
Number of shares of common stock under warrants repurchased \| shares		2,308,061
Proceeds from exercise of warrants		$ 76,300
Payments for repurchase of warrants		89,300
Cash consideration paid net of exercise price		$ 13,000
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				$ 85,300	$ 65,100
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
	Mar. 31, 2013	Mar. 31, 2012
Numerator:
Net loss	$ (23,170)	$ (111,522)
Net income (loss) attributable to noncontrolling interests	46	(736)
Net loss attributable to common stockholders	$ (23,124)	$ (112,258)
Denominator:
Weighted average basic common shares outstanding	39,441	37,903
Basic and diluted EPS (in dollars per share)	$ (0.59)	$ (2.96)

- Definition

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ References + Details

- Definition

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

+ References

+ Details

- Definition

Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=7655603&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Weighted-Average Number of Common Shares Outstanding
-URI http://asc.fasb.org/extlink&oid=6528421

Reference 4: 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 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 8
-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 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.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 40
-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.

+ Details

EARNINGS PER SHARE (Details 2) - shares	3 Months Ended
EARNINGS PER SHARE (Details 2) - shares	Mar. 31, 2013	Mar. 31, 2012
Stock options
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	890,040	731,437
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	42,553
Sponsor and management warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)		10,682,687
Sponsors Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	1,916,667
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

- 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

IMPAIRMENT (Details) - USD ($) $ in Millions	3 Months Ended
IMPAIRMENT (Details) - USD ($) $ in Millions	Mar. 31, 2013	Mar. 31, 2012
IMPAIRMENT
Impairment charges	$ 0.0	$ 0.0

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Liabilities
Warrants	$ 156,600	$ 123,573
Interest rate swaps	6,691	7,183
Recurring basis \| Total Fair Value Measurement
Liabilities
Warrants	156,600	123,573
Interest rate swaps	6,691	7,183
Recurring basis \| Significant Other Observable Inputs (Level 2)
Liabilities
Interest rate swaps	6,691	7,183
Recurring basis \| Significant Unobservable Inputs (Level 3)
Liabilities
Warrants	$ 156,600	$ 123,573

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2) - Warrant Liability - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
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	$ 123,573	$ 127,764
Warrant liability loss	33,027	121,851
Balance at the end of the period	$ 156,600	$ 249,615
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)	22.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 3) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Liabilities
SID bonds	$ 2,868	$ 2,868
Carrying Amount
Assets:
Notes receivable, net	26,272	27,953
Tax indemnity receivable, including interest	319,617	319,622
Liabilities
Fixed-rate debt	158,610	158,636
Variable-rate debt	491,894	479,964
SID bonds	46,257	49,712
Total mortgages, notes and loans payable	696,761	688,312
Estimated Fair Value
Assets:
Notes receivable, net	26,272	27,953
Liabilities
Fixed-rate debt	159,916	158,879
Variable-rate debt	491,894	479,964
SID bonds	48,775	56,475
Total mortgages, notes and loans payable	$ 700,585	$ 695,318

REAL ESTATE AFFILIATES (Details)				1 Months Ended	3 Months Ended
REAL ESTATE AFFILIATES (Details)	Sep. 17, 2012 USD ($) item	Jul. 05, 2012 USD ($) a	Jun. 14, 2012	Oct. 31, 2011 item	Mar. 31, 2013 USD ($)	Mar. 31, 2012 USD ($)	Dec. 31, 2012 USD ($)	Oct. 27, 2011	Oct. 11, 2011
Real Estate Affiliates
Carrying values of the assets associated with the operations of the consolidated VIEs					$ 20,000,000		$ 11,700,000
Carrying values of the liabilities associated with the operations of the consolidated VIEs					2,800,000		1,000,000
Predevelopment costs					2,700,000
Aggregate carrying value of unconsolidated VIEs					9,400,000		7,800,000
Earnings from joint venture					0	$ 0
Investment in Real Estate Affiliates
Carrying Value					33,646,000		32,179,000
Share of Earnings/Dividends					2,733,000	2,677,000
Equity method investments
Investment in Real Estate Affiliates
Carrying Value					24,951,000		23,402,000
Share of Earnings/Dividends					230,000	301,000
Other Investments
Investment in Real Estate Affiliates
Carrying Value					300,000		300,000
Cost basis investments
Investment in Real Estate Affiliates
Carrying Value					8,695,000		$ 8,777,000
Share of Earnings/Dividends					$ 2,503,000	2,376,000
Circle T \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)					50.00%		50.00%
Carrying Value					$ 9,004,000		$ 9,004,000
Forest View/Timbermill Apartments \| Equity method investments
Investment in Real Estate Affiliates
Share of Earnings/Dividends						4,000
HHMK Development, LLC
Real Estate Affiliates
Number of local development partners \| item				2
HHMK Development, LLC \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)					50.00%		50.00%
Carrying Value					$ 1,796,000		$ 1,257,000
Millennium Waterway Apartments \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)					100.00%		100.00%
Share of Earnings/Dividends						220,000
Millennium Woodlands Phase II, LLC.
Real Estate Affiliates
Area of land contributed to the joint venture (in acres) \| a		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/Legal ownership (as a percent)					81.43%		81.43%
Carrying Value					$ 2,190,000		$ 2,190,000
Parcel D Development, LLC \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)					50.00%		50.00%
Carrying Value					$ 5,410,000		$ 4,330,000
Stewart Title \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)					50.00%		50.00%
Carrying Value					$ 3,762,000		$ 3,871,000
Share of Earnings/Dividends					$ 191,000	59,000
Woodlands Sarofim # 1 \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)					20.00%		20.00%
Carrying Value					$ 2,489,000		$ 2,450,000
Share of Earnings/Dividends					39,000	$ 18,000
AlaMoana Condominium Development Project
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)									50.00%
Columbia Parcel D Joint Venture
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)								50.00%
Properties owned by real estate affiliates
Investment in Real Estate Affiliates
Secured debt					15,900,000
Share of the entity in secured debt					$ 7,900,000
KR Holdings, LLC
Real Estate Affiliates
Ownership ratio in a joint venture (as a percent)			50.00%
Preferred return on capital (as a percent)	13.00%
Committed pre-development costs	$ 40,000,000
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)			50.00%
KR Holdings, LLC \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)					50.00%		50.00%
KR Holdings, LLC \| HHMK Development, LLC
Real Estate Affiliates
Predevelopment costs					$ 5,400,000
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					3,000,000
Non-interest bearing predevelopment costs					$ 2,000,000

MORTGAGES, NOTES AND LOANS PAYABLE (Details) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Mortgages, notes and loans payable
Total mortgages, notes and loans payable	$ 696,761	$ 688,312
Collateralized mortgages, notes and loans payable
Mortgages, notes and loans payable
Fixed-rate debt:	158,610	158,636
Variable-rate debt:	491,894	479,964
Amount of variable-rate debt swapped to fixed rate	172,000
Special Improvement District bonds
Mortgages, notes and loans payable
Fixed-rate debt:	46,257	49,712
Total mortgages, notes and loans payable	$ 46,257	$ 49,712

MORTGAGES, NOTES AND LOANS PAYABLE (Details 2)						1 Months Ended		3 Months Ended
MORTGAGES, NOTES AND LOANS PAYABLE (Details 2)	Feb. 08, 2013 USD ($)	Aug. 15, 2012 USD ($)	Apr. 26, 2012 USD ($)	Feb. 02, 2012 USD ($) ft² item	Dec. 31, 2011 USD ($)	May 31, 2012 USD ($)	Sep. 30, 2011 USD ($)	Mar. 31, 2013 USD ($) a item	Mar. 15, 2013 USD ($)	Dec. 31, 2012 USD ($) item	Nov. 14, 2012 ft² item	Sep. 17, 2012 USD ($)
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress pledged as collateral								$ 1,500,000,000
Total mortgages, notes and loans payable								$ 696,761,000		$ 688,312,000
Variable rate basis								LIBOR
Interest rate margin (as a percent)								2.65%
Weighted average interest rate (as a percent)								4.30%		4.49%
Development Loan
Mortgages, notes and loans payable
Maximum Facility Amount								$ 140,000,000
Special Improvement District bonds
Mortgages, notes and loans payable
Total mortgages, notes and loans payable								$ 46,257,000		$ 49,712,000
110 N. Wacker
Mortgages, notes and loans payable
Interest rate (as a percent)								5.21%		5.21%
Total mortgages, notes and loans payable								$ 29,000,000		$ 29,000,000
Variable rate basis								one-month LIBOR
Interest rate margin (as a percent)								2.25%
Outstanding principal balance of debt that is swapped to fixed rate through maturity								$ 29,000,000
Fixed interest rate per swap (as a percent)								5.21%
Corporate recourse guarantee amount								$ 7,000,000
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
Fixed interest rate (as a percent)								4.25%
Amount of borrowings		$ 16,000,000
Lender participation right (as a percent)								30.00%
Percentage of cumulative preferred return on the property								10.00%
Increase in value of the participation obligation								$ 2,600,000
Columbia Regional Building
Mortgages, notes and loans payable
Interest rate (as a percent)								3.25%
Maximum Facility Amount								$ 23,008,000	$ 23,000,000
Total mortgages, notes and loans payable								$ 212,000
Variable rate basis								LIBOR
Variable rate basis below specified limit								prime rate
Variable rate basis above specified limit								LIBOR
Interest rate margin (as a percent)								2.00%
Interest rate margin above specified limit (as a percent)								2.00%
Specified limit of draws								$ 500,000
Extension period at borrower's option								1 year
Number of extension options \| item								2
Other Financing Arrangements
Mortgages, notes and loans payable
Total mortgages, notes and loans payable								$ 897,000		612,000
Bridgeland
Mortgages, notes and loans payable
Total mortgages, notes and loans payable								23,029,000		$ 18,066,000
Debt outstanding balance								$ 0
Period of real estate taxes and debt service required to be escrowed with the lender								1 year
Bridgeland \| Minimum
Mortgages, notes and loans payable
Cash balance required to be maintained								$ 3,000,000
Net worth required to be maintained								$ 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%
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%
Annual principal payments as a percentage of outstanding principal balance								5.00%
Bridgeland \| Development Loan
Mortgages, notes and loans payable
Interest rate (as a percent)								5.00%		5.00%
Maximum Facility Amount								$ 30,000,000
Total mortgages, notes and loans payable								$ 4,963,000
Variable rate basis								LIBOR
Interest rate margin (as a percent)								3.25%
Interest rate (as a percent)								5.00%
Amount of borrowings								$ 31,400,000
Summerlin South \| S108
Mortgages, notes and loans payable
Interest rate (as a percent)								5.95%		5.95%
Total mortgages, notes and loans payable								$ 1,067,000		$ 1,067,000
Summerlin South \| S124
Mortgages, notes and loans payable
Interest rate (as a percent)								5.95%		5.95%
Total mortgages, notes and loans payable								$ 324,000		$ 324,000
Summerlin South \| S128
Mortgages, notes and loans payable
Interest rate (as a percent)								7.30%		7.30%
Total mortgages, notes and loans payable								$ 787,000		$ 787,000
Summerlin South \| S128C
Mortgages, notes and loans payable
Interest rate (as a percent)								6.05%		6.05%
Total mortgages, notes and loans payable								$ 5,739,000		$ 5,739,000
Summerlin South \| S132
Mortgages, notes and loans payable
Interest rate (as a percent)								6.00%		6.00%
Total mortgages, notes and loans payable								$ 4,757,000		$ 4,822,000
Summerlin South \| S151
Mortgages, notes and loans payable
Interest rate (as a percent)								6.00%		6.00%
Total mortgages, notes and loans payable								$ 7,419,000		$ 10,501,000
Summerlin South \| S810
Mortgages, notes and loans payable
Interest rate (as a percent)								7.13%		7.13%
Total mortgages, notes and loans payable								$ 21,877,000		$ 22,185,000
The Shops at Summerlin Centre \| S108
Mortgages, notes and loans payable
Interest rate (as a percent)								5.95%		5.95%
Total mortgages, notes and loans payable								$ 586,000		$ 586,000
The Shops at Summerlin Centre \| S128
Mortgages, notes and loans payable
Interest rate (as a percent)								6.05%		6.05%
Total mortgages, notes and loans payable								$ 3,701,000		$ 3,701,000
The Woodlands
Mortgages, notes and loans payable
Total mortgages, notes and loans payable								$ 352,329,000		$ 345,885,000
The Woodlands \| TWL Facility
Mortgages, notes and loans payable
Interest rate (as a percent)								5.00%		5.00%
Maximum Facility Amount								$ 270,000,000
Total mortgages, notes and loans payable								$ 176,663,000		$ 176,704,000
Variable rate basis								one-month LIBOR
Interest rate margin (as a percent)								4.00%
Interest rate (as a percent)								5.00%
Extension period at borrower's option								1 year
Leverage expressed as loan to value ratio (as a percent)								25.00%
Undrawn and available borrowing capacity								$ 58,300,000
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%
The Woodlands \| TWL Facility \| March 29, 2014
Mortgages, notes and loans payable
Amount of future required repayments								$ 30,000,000
The Woodlands \| TWL Facility \| June 29, 2014
Mortgages, notes and loans payable
Amount of future required repayments								10,000,000
The Woodlands \| TWL Facility \| September 29, 2014
Mortgages, notes and loans payable
Amount of future required repayments								10,000,000
The Woodlands \| TWL Facility \| December 29, 2014
Mortgages, notes and loans payable
Amount of future required repayments								10,000,000
The Woodlands \| Term loan
Mortgages, notes and loans payable
Maximum Facility Amount								170,000,000
The Woodlands \| Revolving credit line
Mortgages, notes and loans payable
Maximum Facility Amount								$ 100,000,000
The Woodlands \| Capital lease obligation
Mortgages, notes and loans payable
Interest rate (as a percent)								3.31%		3.31%
Total mortgages, notes and loans payable								$ 26,000		$ 41,000
Resort and Conference Center
Mortgages, notes and loans payable
Interest rate (as a percent)								3.70%		3.70%
Maximum Facility Amount								$ 95,000,000
Total mortgages, notes and loans payable								$ 36,100,000		$ 36,100,000
Variable rate basis								one-month LIBOR
Interest rate margin (as a percent)								3.50%
Extension period at borrower's option								1 year
Amount of loan repaid from proceeds of a non-recourse construction financing to redevelop the property	$ 95,000,000
Number of extension options \| item										3
Option to extend, term								1 year
Number of rooms in property securing debt (in rooms) \| item								440
Area of land securing debt (in acres) \| a								40
4 Waterway
Mortgages, notes and loans payable
Interest rate (as a percent)								4.88%		4.88%
Maximum Facility Amount								$ 41,000,000
Total mortgages, notes and loans payable								$ 39,919,000		$ 40,140,000
Amount of borrowings					$ 41,000,000
9303 New Trails
Mortgages, notes and loans payable
Interest rate (as a percent)								4.88%		4.88%
Maximum Facility Amount								$ 14,000,000
Total mortgages, notes and loans payable								$ 13,631,000		$ 13,706,000
Amount of borrowings					$ 14,000,000
3 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)								2.85%		2.85%
Maximum Facility Amount								$ 43,295,000
Total mortgages, notes and loans payable								$ 15,946,000		$ 9,150,000
Variable rate basis								one-month LIBOR
Interest rate margin (as a percent)								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 \| ft²				232,000
Extension period at borrower's option								1 year
Number of extension options \| item								2
One Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)								2.85%		2.85%
Maximum Facility Amount								$ 38,000,000
Total mortgages, notes and loans payable								$ 10,000		$ 10,000
Variable rate basis								one-month LIBOR
Interest rate margin (as a percent)								2.65%
Number of stories of building to be constructed with loan proceeds \| item											8
Area of office building to be constructed using proceeds from loan \| ft²											195,000
Extension period at borrower's option								1 year
Number of extension options \| item								2
20/25 Waterway
Mortgages, notes and loans payable
Interest rate (as a percent)								4.79%		4.79%
Maximum Facility Amount								$ 14,450,000
Total mortgages, notes and loans payable								$ 14,450,000		$ 14,450,000
Fixed interest rate (as a percent)			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%
Maximum Facility Amount								$ 55,600,000
Total mortgages, notes and loans payable						$ 55,600,000		$ 55,584,000		$ 55,584,000
Term of debt instrument						10 years
Fixed interest rate (as a percent)								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)								3.39%		3.39%
Maximum Facility Amount								$ 250,000,000				$ 250,000,000
Total mortgages, notes and loans payable								$ 229,000,000		$ 229,000,000
Variable rate basis								one-month LIBOR
Interest rate margin (as a percent)								2.50%
Outstanding principal balance of debt that is swapped to fixed rate through maturity												$ 143,000,000
Fixed interest rate per swap (as a percent)												3.80%
Amount of borrowings							$ 250,000,000
Weighted average interest rate (as a percent)								3.39%
Unused portion of the debt instrument								$ 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%

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) $ in Millions	3 Months Ended
	Mar. 31, 2013 USD ($)
Interest rate swaps
Derivative instruments and hedging activities
Estimated additional amount to be reclassified as an increase to interest expense	$ 2.3
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	Mar. 31, 2013	Dec. 31, 2012
Fair value of derivative instruments
Derivative liabilities	$ 6,691	$ 7,183
Interest Rate Swaps
Fair value of derivative instruments
Derivative liabilities	$ 6,691	$ 7,183

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) - Cash Flow Hedges - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	$ (98)	$ (391)
Amount of Gain (Loss) Reclassified from Accumulated OCI into Earnings	(519)	(493)
Interest Rate Swaps
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	(98)	(391)
Amount of Gain (Loss) Reclassified from Accumulated OCI into Earnings	$ (519)	$ (493)

INCOME TAXES (Details) $ in Thousands	3 Months Ended
INCOME TAXES (Details) $ in Thousands	Mar. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Oct. 20, 2011 item	May 06, 2011 USD ($) item
Income taxes
Number of former taxable REIT subsidiaries subject to litigation for which motion is filed to consolidate cases \| item				2
Reduction in tax indemnity receivable	$ 1,904
Unrecognized tax benefits, excluding interest	95,900	$ 95,900
Accrued interest related to unrecognized tax benefits	38,700	36,600
Increase in interest expense related to unrecognized tax benefits	$ 2,100
GGP
Income taxes
Percentage of certain taxes indemnified by related party	93.75%
Amount of interest income receivable on the Tax Indemnity receivable	$ 38,400	$ 36,400
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 \| item			2
GGP \| Maximum
Income taxes
Amount of certain taxes indemnified by related party	$ 303,800

STOCK-BASED PLANS (Details) - Options	3 Months Ended
STOCK-BASED PLANS (Details) - Options	Mar. 31, 2013 $ / shares shares
Stock Options
Stock Options Outstanding at the beginning of the period (in shares) \| shares	861,940
Granted (in shares) \| shares	36,100
Forfeited (in shares) \| shares	(8,000)
Stock Options Outstanding at the end of the period (in shares) \| shares	890,040
Weighted Average Exercise Price
Stock Options Outstanding at the beginning of the period (in dollars per share) \| $ / shares	$ 59.17
Granted (in dollars per share) \| $ / shares	81.80
Forfeited (in dollars per share) \| $ / shares	59.37
Stock Options Outstanding at the end of the period (in dollars per share) \| $ / shares	$ 60.08
Vesting period of options granted	5 years
Expiration period	10 years
Excercisable period	5 years

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Prepaid Expenses and Other Assets
Special Improvement District Receivable	$ 39,666	$ 39,659
Other receivables	829	2,346
Federal income tax receivable	5,580	5,367
Prepaid expenses	6,497	4,757
Condominium deposits	33,349	19,616
Security and escrow deposits	10,356	12,865
Uncertain tax position asset	13,528	12,801
Intangibles	3,714	3,714
Other	8,145	8,592
Total prepaid expenses and other assets	154,237	143,470
Increase in condominium deposits	13,700
Decrease in security and escrow deposits	2,500
Accounts Payable and Accrued Expenses
Construction payable	18,249	17,501
Accounts payable and accrued expenses	52,504	39,634
Condominium deposits	33,349	19,616
Membership deposits	21,166	20,248
Deferred gains/income	7,445	7,767
Accrued interest	2,368	2,425
Accrued real estate taxes	3,883	6,622
Tenant and other deposits	9,906	8,096
Insurance reserve	4,876	9,037
Accrued payroll and other employee liabilities	5,889	11,514
Interest rate swaps	6,691	7,183
Special assessment	2,868	2,868
Other	16,098	15,420
Total accounts payable and accrued expenses	187,842	170,521
Increase in accounts payable and accrued expenses	12,900
Lease payment due in 2014 and 2015	3,300
Decrease in accrued payroll and other employee liabilities	5,600
70 Columbia Corporate Center
Prepaid Expenses and Other Assets
Utilization of escrow funds	2,100
Below-market ground leases
Prepaid Expenses and Other Assets
Net carrying amount	20,256	20,341
Above-market tenant leases
Prepaid Expenses and Other Assets
Net carrying amount	1,981	1,896
In-place value tenant leases
Prepaid Expenses and Other Assets
Net carrying amount	10,336	11,516
Above-market ground leases
Accounts Payable and Accrued Expenses
Net carrying amount	$ 2,550	$ 2,590

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	$ (9,575)
Other comprehensive income (loss)	8	$ (308)
Balance at the end of the period	(9,567)
Gains and Losses on Cash flow hedges
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	(9,575)
Other comprehensive income (loss) before reclassifications	(511)
Amounts reclassified from accumulated other comprehensive income	519
Other comprehensive income (loss)	8
Balance at the end of the period	$ (9,567)

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e637-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e681-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14A
-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669686-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 31
-Article 5

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS115-1/124-1
-Paragraph 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 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-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 Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14, 17, 26
-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 SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Reclassifications out of accumulated other comprehensive income (loss)
Tax (expense) or benefit	$ (2,479)	$ (3,784)
Net loss	(23,170)	$ (111,522)
Gains and losses on cash flow hedges \| Interest rate swap contracts \| Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Reclassifications out of accumulated other comprehensive income (loss)
Interest income/(expense)	(449)
Tax (expense) or benefit	(70)
Net loss	$ (519)

- Definition

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

+ References

+ Details

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jun. 29, 2012	Mar. 31, 2013	Dec. 31, 2012
COMMITMENTS AND CONTINGENCIES.
Amount of outstanding letters of credit and surety bonds		$ 43,400,000	$ 49,300,000
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	5 years
Initial esplanade payments	$ 210,000

COMMITMENTS AND CONTINGENCIES (Details 2) - Damage due to flooding $ in Millions	3 Months Ended
	Mar. 31, 2013 USD ($)
Insurance recoveries
Insurance recoveries collected	$ 5.0
Remediation costs incurred	$ 2.4

SEGMENTS (Details)	3 Months Ended
SEGMENTS (Details)	Mar. 31, 2013 item
SEGMENTS
Number of reportable segments	3
Number of customers or tenants comprising of more than 10% of revenues	0

SEGMENTS (Details 2) - USD ($) $ in Thousands	3 Months Ended
SEGMENTS (Details 2) - USD ($) $ in Thousands	Mar. 31, 2013	Mar. 31, 2012
Segments reporting
Land sales	$ 47,226	$ 36,089
Builder price participation	1,275	813
Minimum rents	18,926	18,898
Tenant recoveries	5,325	5,864
Condominium unit sales		134
Other land revenues	2,802	3,568
Resort and conference center revenues	11,104	9,657
Other rental and property revenues	3,433	4,742
Total revenues	90,091	79,765
Cost of sales - land	25,699	18,739
Condominium unit cost of sales		59
Rental property real estate taxes	3,757	3,839
Rental property maintenance costs	1,805	1,955
Resort and conference center operations	7,476	7,414
Other property operating costs	15,520	14,210
Provision for doubtful accounts	429
Depreciation and amortization	6,444	5,058
Interest income	(2,356)	(2,332)
Interest expense	143
Equity in Earnings from Real Estate Affiliates	(2,733)	(2,677)
REP EBT	22,977	20,429
Master Planned Communities
Segments reporting
Land sales	47,226	36,089
Builder price participation	1,275	813
Minimum rents	195	132
Other land revenues	2,802	3,485
Other rental and property revenues		16
Total revenues	51,498	40,535
Cost of sales - land	25,699	18,679
Land sales operations	6,953	8,903
Land sales real estate and business taxes	1,543	2,085
Depreciation and amortization	7	2
Interest income	(15)	(70)
Interest expense	(5,960)	(3,414)
Total expenses	28,227	26,185
REP EBT	23,271	14,350
Operating Assets
Segments reporting
Minimum rents	18,511	18,522
Tenant recoveries	5,252	5,830
Resort and conference center revenues	11,104	9,657
Other rental and property revenues	3,433	4,726
Total revenues	38,300	38,735
Rental property real estate taxes	2,983	2,620
Rental property maintenance costs	1,656	1,840
Resort and conference center operations	7,476	7,414
Other property operating costs	14,965	13,804
Provision for doubtful accounts	429
Depreciation and amortization	6,118	4,857
Interest income	(46)	(45)
Interest expense	6,805	3,346
Equity in Earnings from Real Estate Affiliates	(2,733)	(2,677)
Total expenses	37,653	31,159
REP EBT	647	7,576
Strategic Developments
Segments reporting
Minimum rents	220	243
Tenant recoveries	73	34
Overage rent revenue		52
Condominium unit sales		134
Other rental and property revenues		32
Total revenues	293	495
Condominium unit cost of sales		59
Condominium sales operations		58
Rental property real estate taxes	774	1,219
Rental property maintenance costs	149	115
Other property operating costs	555	408
Depreciation and amortization	43	59
Interest expense	(287)	74
Total expenses	1,234	1,992
REP EBT	$ (941)	$ (1,497)

SEGMENTS (Details 3) - USD ($) $ in Thousands	3 Months Ended
SEGMENTS (Details 3) - USD ($) $ in Thousands	Mar. 31, 2013	Mar. 31, 2012
Reconciliation of REP EBT to GAAP net income (loss)
General and administrative	$ (11,171)	$ (8,399)
Corporate interest income, Net	2,356	2,332
Warrant liability loss	(33,027)	(121,851)
Provision for income taxes	(2,479)	(3,784)
Reduction in tax indemnity receivable	(1,904)
Net loss	(23,170)	(111,522)
Unallocated amount to segment
Reconciliation of REP EBT to GAAP net income (loss)
REP EBT	22,977	20,429
General and administrative	(11,171)	(8,399)
Corporate interest income, Net	2,710	2,223
Warrant liability loss	(33,027)	(121,851)
Provision for income taxes	(2,479)	(3,784)
Reduction in tax indemnity receivable	(1,904)
Corporate depreciation	(276)	(140)
Net loss	$ (23,170)	$ (111,522)

SEGMENTS (Details 4) - USD ($) $ in Thousands	3 Months Ended
SEGMENTS (Details 4) - USD ($) $ in Thousands	Mar. 31, 2013	Mar. 31, 2012
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 90,091	$ 79,765
Master Planned Communities
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	51,498	40,535
Operating Assets
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	38,300	38,735
Strategic Developments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 293	$ 495

SEGMENTS (Details 5) - USD ($) $ in Thousands	3 Months Ended
SEGMENTS (Details 5) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Reconciliation of total segment assets to total assets
Total segment assets	$ 3,069,911	$ 2,989,474
Total assets	3,546,412	3,503,042
Master Planned Communities
Reconciliation of total segment assets to total assets
Total segment assets	1,781,811	1,756,625
Operating Assets
Reconciliation of total segment assets to total assets
Total segment assets	967,088	944,562
Strategic Developments
Reconciliation of total segment assets to total assets
Total segment assets	321,012	288,287
Additional information
Increase (decrease) in assets	32,700
Costs incurred related to Woodlands development projects	9,600
Collection of pre-sale condominium deposits from One Ala Moana project	13,700
Corporate and other
Reconciliation of total segment assets to total assets
Total assets	$ 476,501	$ 513,568