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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2013	Nov. 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	Sep. 30, 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		39,576,344
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Investment in real estate:
Master Planned Community assets	$ 1,560,476	$ 1,563,122
Land	255,707	252,593
Buildings and equipment	712,961	657,268
Less: accumulated depreciation	(112,841)	(112,491)
Developments	380,174	273,613
Net property and equipment	2,796,477	2,634,105
Investment in Real Estate Affiliates	57,673	32,179
Net investment in real estate	2,854,150	2,666,284
Cash and cash equivalents	210,760	229,197
Accounts receivable, net	19,682	13,905
Municipal Utility District receivables, net	125,344	89,720
Notes receivable, net	19,122	27,953
Tax indemnity receivable, including interest	316,504	319,622
Deferred expenses, net	22,234	12,891
Prepaid expenses and other assets, net	151,434	143,470
Total assets	3,719,230	3,503,042
Liabilities:
Mortgages, notes and loans payable	765,980	688,312
Deferred tax liabilities	94,172	77,147
Warrant liabilities	272,279	123,573
Uncertain tax position liability	137,243	132,492
Accounts payable and accrued expenses	223,980	170,521
Total liabilities	1,493,654	1,192,045
Commitments and Contingencies (see Note 14)
Equity:
Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued
Common stock: $.01 par value; 150,000,000 shares authorized, 39,576,344 shares issued and outstanding as of September 30, 2013 and 39,498,912 shares issued and outstanding as of December 31, 2012	396	395
Additional paid-in capital	2,828,142	2,824,031
Accumulated deficit	(601,956)	(509,613)
Accumulated other comprehensive loss	(8,479)	(9,575)
Total stockholders' equity	2,218,103	2,305,238
Noncontrolling interests	7,473	5,759
Total equity	2,225,576	2,310,997
Total liabilities and equity	$ 3,719,230	$ 3,503,042

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 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	39,576,344	39,498,912
Common stock, shares outstanding	39,576,344	39,498,912

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues:
Master Planned Community land sales	$ 53,734	$ 40,218	$ 166,981	$ 120,235
Builder price participation	2,002	1,867	5,703	4,208
Minimum rents	21,538	23,135	60,598	62,609
Tenant recoveries	5,291	6,065	15,681	17,932
Condominium rights and unit sales	810		31,191	267
Resort and conference center revenues	8,169	8,328	30,543	29,954
Other land revenues	7,478	6,385	14,110	13,433
Other rental and property revenues	4,492	8,817	15,850	19,879
Total revenues	103,514	94,815	340,657	268,517
Expenses:
Master Planned Community cost of sales	27,063	21,439	82,616	63,096
Master Planned Community operations	9,764	9,936	28,054	30,962
Other property operating costs	22,626	16,933	55,480	46,306
Rental property real estate taxes	3,698	3,574	10,814	10,583
Rental property maintenance costs	2,048	2,263	5,996	6,304
Condominium rights and unit cost of sales	406		15,678	96
Resort and conference center operations	7,381	6,965	22,537	21,750
Provision for doubtful accounts	204	240	910	285
Demolition costs	1,386		1,386
General and administrative	11,914	11,464	34,310	28,021
Other income	(3,662)	(2,125)	(8,118)	(2,125)
Depreciation and amortization	9,986	6,764	23,210	17,715
Total expenses	92,814	77,453	272,873	222,993
Operating income	10,700	17,362	67,784	45,524
Interest income	2,061	2,375	6,484	7,048
Interest expense	(1)	(445)	(144)	(646)
Warrant liability loss	(4,479)	(64,303)	(148,706)	(162,724)
Increase (reduction) in tax indemnity receivable	730	(2,873)	(8,673)	(11,655)
Equity in earnings from Real Estate Affiliates	3,594	310	12,034	3,432
Income (loss) before taxes	12,605	(47,574)	(71,221)	(119,021)
Provision for income taxes	5,172	2,618	21,012	7,703
Net income (loss)	7,433	(50,192)	(92,233)	(126,724)
Net (income) loss attributable to noncontrolling interests	(98)	781	(110)	(637)
Net income (loss) attributable to common stockholders	$ 7,335	$ (49,411)	$ (92,343)	$ (127,361)
Basic earnings (loss) per share: (in dollars per share)	$ 0.19	$ (1.30)	$ (2.34)	$ (3.36)
Diluted earnings (loss) per share: (in dollars per share)	$ 0.17	$ (1.30)	$ (2.34)	$ (3.36)

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

3 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Comprehensive income (loss), net of tax

Net income (loss)

$ 7,433

$ (50,192)

$ (92,233)

$ (126,724)

Other comprehensive income (loss):

Interest rate swaps

^[1]

(413)

(954)

2,120

(3,115)

Capitalized swap interest

^[2]

(293)

(328)

(1,024)

(897)

Other comprehensive income (loss)

(706)

(1,282)

1,096

(4,012)

Comprehensive income (loss)

6,727

(51,474)

(91,137)

(130,736)

Comprehensive (income) loss attributable to noncontrolling interests

(98)

781

(110)

(637)

Comprehensive income (loss) attributable to common stockholders

$ 6,629

$ (50,693)

$ (91,247)

$ (131,373)

[1]	Net of deferred tax expense of zero and $0.4 million for the three and nine months ended September 30, 2013, respectively. Net of deferred tax benefit of $0.1 million and $0.2 million for the three and nine months ended September 30, 2012, respectively.
[2]	Net of deferred tax benefit of $0.2 million and $0.5 million for the three and nine months ended September 30, 2013, respectively. Net of deferred tax benefit of $0.2 million and $0.5 million for the three and nine months ended September 30, 2012, respectively.

- Definition

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

+ References + Details

- Definition

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

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- 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.

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- Definition

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

+ References

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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense (benefit)		$ (0.1)	$ 0.4	$ (0.2)
Capitalized swap interest, deferred tax benefit	$ (0.2)	$ (0.2)	$ (0.5)	$ (0.5)

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

Total

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Noncontrolling Interests

Balance at Dec. 31, 2011

$ 2,329,599

$ 379

$ 2,711,109

$ (381,325)

$ (5,578)

$ 5,014

Balance (in shares) at Dec. 31, 2011

37,945,707

Increase (Decrease) in Stockholders' Equity

Net income (loss)

(126,724)

(127,361)

637

Interest rate swaps, net of tax of ($376) and $212 for the nine months ended September 30, 2013 and 2012, respectively

(3,115)

^[1]

(3,115)

Capitalized swap interest, net of tax of $542 and $523 for the nine months ended September 30, 2013 and 2012, respectively

(897)

^[2]

(897)

Stock plan activity

3,149

Stock plan activity (in shares)

27,933

Balance at Sep. 30, 2012

2,202,012

$ 379

2,714,258

(508,686)

(9,590)

5,651

Balance (in shares) at Sep. 30, 2012

37,973,640

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)

(92,233)

(92,343)

110

Adjustment to noncontrolling interest

1,616

Preferred dividend payment on behalf of REIT subsidiary

(12)

Interest rate swaps, net of tax of ($376) and $212 for the nine months ended September 30, 2013 and 2012, respectively

2,120

^[1]

2,120

Capitalized swap interest, net of tax of $542 and $523 for the nine months ended September 30, 2013 and 2012, respectively

(1,024)

^[2]

(1,024)

Stock plan activity

4,112

$ 1

4,111

Stock plan activity (in shares)

77,432

Balance at Sep. 30, 2013

$ 2,225,576

$ 396

$ 2,828,142

$ (601,956)

$ (8,479)

$ 7,473

Balance (in shares) at Sep. 30, 2013

39,576,344

[1]	Net of deferred tax expense of zero and $0.4 million for the three and nine months ended September 30, 2013, respectively. Net of deferred tax benefit of $0.1 million and $0.2 million for the three and nine months ended September 30, 2012, respectively.
[2]	Net of deferred tax benefit of $0.2 million and $0.5 million for the three and nine months ended September 30, 2013, respectively. Net of deferred tax benefit of $0.2 million and $0.5 million for the three and nine months ended September 30, 2012, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Interest rate swaps, tax	$ (376)	$ 212
Capitalized swap interest, tax	$ 542	$ 523

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows from Operating Activities:
Net loss	$ (92,233)	$ (126,724)
Adjustments to reconcile net loss to cash provided by operating activities:
Increase in depreciation expense due to the change in useful life of these buildings and improvements	20,197	14,062
Amortization	3,013	3,653
Amortization of deferred financing costs and debt market rate adjustments, net	1,060	(49)
Amortization of intangibles other than in-place leases	271	(263)
Straight-line rent amortization	(2,087)	(379)
Deferred income taxes	19,712	6,454
Restricted stock and stock option amortization	4,111	3,149
Warrant liability loss	148,706	162,724
Reduction in tax indemnity receivable	8,673	11,655
Equity in earnings (loss) from Real Estate Affiliates, net of distributions	(5,408)	14
Provision for doubtful accounts	910	285
Master Planned Community land acquisitions	(5,667)
Master Planned Community development expenditures	(95,061)	(72,741)
Master Planned Community cost of sales	73,201	60,407
Condominium development expenditures	(10,891)
Condominium and other cost of sales	15,678
Deferred revenue from sale of condominium rights	16,309
Net changes:
Accounts and notes receivable	(3,705)	13,284
Prepaid expenses and other assets	12,143	1,168
Deferred expenses	(7,156)	(2,377)
Accounts payable and accrued expenses	5,773	(15,341)
Other, net	1,217	279
Cash provided by operating activities	108,766	59,260
Cash Flows from Investing Activities:
Property and equipment expenditures	(26,527)	(2,356)
Operating property improvements	(22,623)	(7,878)
Operating property redevelopments	(126,819)	(26,581)
Consideration paid to acquire Millennium Waterway Apartments, net of cash acquired		(2,721)
Distribution from Millennium Waterway Apartments		6,876
Proceeds from sales of investments in Real Estate Affiliate		8,579
Proceeds from sales of operating assets	10,831
Change in restricted cash	(18,268)	4,251
Cash used in investing activities	(211,537)	(20,326)
Cash Flows from Financing Activities:
Proceeds from issuance of mortgages, notes and loans payable	360,788	44,828
Principal payments on mortgages, notes and loans payable	(271,871)	(37,193)
Deferred financing costs	(2,437)	(1,281)
Preferred dividend payment on behalf of REIT subsidiary	(12)
Distributions to noncontrolling interests	(2,134)
Cash provided provided by financing activities	84,334	6,354
Net change in cash and cash equivalents	(18,437)	45,288
Cash and cash equivalents at beginning of period	229,197	227,566
Cash and cash equivalents at end of period	210,760	272,854
Supplemental Disclosure of Cash Flow Information:
Interest paid	23,228	16,398
Interest capitalized	26,537	19,737
Income taxes paid	2,127	966
Acquisition of businesses
Special Improvement District bond transfers associated with land sales	11,549	2,689
Real estate and property expenditures	56,763	11,984
MPC Land contributed to Real Estate Affiliate		(2,190)
Purchase of land from GGP		(1,315)
Non-cash increase in Property due to consolidation of Real Estate Affiliate	3,750
Transfer of condominium buyer deposits to Real Estate Affiliate	34,220
Millennium Waterway Apartments
Acquisition of businesses
Land		(15,917)
Building and equipment		(56,002)
Other Assets		(2,669)
Mortgages, notes and loans payable		55,584
Other liabilities		754
Reduction in investment in Real Estate Affiliates due to the acquisition		22,405
70 Columbia Corporate Center
Acquisition of businesses
Land		(1,281)
Building and equipment		(13,089)
Other Assets		(2,957)
Mortgages, notes and loans payable		16,037
Other liabilities		1,290
Other real estate affiliates, net
Cash Flows from Investing Activities:
Investments in affiliates	(1,031)	$ (496)
KR Holdings, LLC
Cash Flows from Investing Activities:
Investments in affiliates	(16,750)
Summerlin Las Vegas Baseball Club
Cash Flows from Investing Activities:
Investments in affiliates	$ (10,350)

BASIS OF PRESENTATION AND ORGANIZATION	9 Months Ended
BASIS OF PRESENTATION AND ORGANIZATION	Sep. 30, 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 and 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. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results 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. Use of Estimates On August 22, 2013, in conjunction with the Hawaii Community Development Authority’s (“HCDA”) unanimous approval for two mixed-use towers at Ward Village, we reevaluated the useful life of the existing buildings and improvements located on the sites where this future development will take place. As a result, the estimated remaining useful lives of the assets were reduced which increased depreciation expense $1.2 million during the three months ended September 30, 2013. Investment in Real Estate- Developments Demolition costs associated with our redevelopments are expensed as incurred. During the three months ended September 30, 2013, we incurred $1.4 million in demolition costs related to the interiors of our Outlet Collection at Riverwalk and Columbia Regional buildings.

- Definition

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

+ References

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SPONSORS AND MANAGEMENT WARRANTS	9 Months Ended
SPONSORS AND MANAGEMENT WARRANTS	Sep. 30, 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 portion of the Sponsors 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, affiliates of 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 in February 2018. The estimated $126.6 million fair value for the Sponsors Warrants representing warrants to purchase 1,916,667 shares and estimated $145.7 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares outstanding as of September 30, 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 6 — Fair Value of Financial Instruments. 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.

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2013

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 3 EARNINGS PER SHARE

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable 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 September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(In thousands, except per share amounts)
Basic EPS:
Numerator:
Net income (loss)	$	7,433		$	(50,192	)	$	(92,233	)	$	(126,724	)
Net (income) loss attributable to noncontrolling interests	(98		)	781			(110		)	(637		)
Net income (loss) attributable to common stockholders	$	7,335		$	(49,411	)	$	(92,343	)	$	(127,361	)

Denominator:
Weighted average basic common shares outstanding	39,454			37,916			39,447			37,909

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	7,335		$	(49,411	)	$	(92,343	)	$	(127,361	)
Less: Warrant liability gain	—			—			—			—
Adjusted net income (loss) attributable to common stockholders	$	7,335		$	(49,411	)	$	(92,343	)	$	(127,361	)


Denominator:
Weighted average basic common shares outstanding	39,454			37,916			39,447			37,909
Restricted stock and stock options	253			—			—			—
Warrants	2,732			—			—			—
Weighted average diluted common shares oustanding	42,439			37,916			39,447			37,909

Basic earnings (loss) per share:	$	0.19		$	(1.30	)	$	(2.34	)	$	(3.36	)

Diluted earnings (loss) per share:	$	0.17		$	(1.30	)	$	(2.34	)	$	(3.36	)

The diluted EPS computation for the nine months ended September 30, 2013 excludes 930,940 stock options, 122,332 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.

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

RECENT TRANSACTIONS	9 Months Ended
RECENT TRANSACTIONS	Sep. 30, 2013
RECENT TRANSACTIONS
RECENT TRANSACTIONS	NOTE 4 RECENT TRANSACTIONS On September 30, 2013, we sold our Rio West Mall property, a 514,253 square foot shopping center on 50 acres of land, located in Gallup, New Mexico for $12.0 million. The sale includes our ground lease interest, all buildings, structures and improvements, machinery, equipment and furnishings, and all leases and security deposits. Our pre-tax gain recognized on the sale was $0.6 million. In 2012, we formed a 50/50 joint venture, KR Holdings, LLC (“KR Holdings”), with an entity jointly owned by two local development partners to develop a 23-story luxury condominium tower, ONE Ala Moana Tower Condominium Project. On September 17, 2012, KR Holdings closed on two $20.0 million non-recourse mezzanine financing commitments with List Island Properties, LLC and A & B Properties, Inc., including funding for $3.0 million of pre-development costs. On May 15, 2013, KR Holdings closed on a first mortgage construction loan. Upon closing and under the terms of our joint venture agreement, we sold to KR Holdings our interest in the condominium rights for $47.5 million and received net cash proceeds of $30.8 million and a 50% equity interest in KR Holdings. Our partner contributed $16.8 million of cash for a 50% equity interest. Due to our continuing involvement in KR Holdings, we accounted for the transaction as a partial sale representing 50% of the $47.5 million sales value of the condominium rights, and accordingly, we recognized net profit of $11.8 million. The remaining $23.7 million sales value of the condominium rights will be recognized on the same percentage of completion basis as KR Holdings. As of September 30, 2013 the project was 31.3% complete, and we recognized an additional $0.4 million and $3.7 million of profit on the sale for the three and nine months ended September 30, 2013. Please refer to Note 7 — Real Estate Affiliates for further discussion of the ONE Ala Moana Tower Condominium Project.

IMPAIRMENT	9 Months Ended
IMPAIRMENT	Sep. 30, 2013
IMPAIRMENT
IMPAIRMENT	NOTE 5 IMPAIRMENT We review our real estate assets, including operating assets, land held for development and sale and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 or nine months ended September 30, 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

9 Months Ended

Sep. 30, 2013

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 6 FAIR VALUE OF FINANCIAL INSTRUMENTS

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

	September 30, 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	$	272,279	$	—	$	—	$	272,279	$	123,573	$	—	$	—	$	123,573
Interest rate swaps	4,696		—		4,696		—		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	148,706		162,724
Balance as of September 30,	$	272,279	$	290,488

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 September 30, 2013 is as follows:

	Fair Value		Valuation Technique	Unobservable Input	Volatility
	(In thousands)
Warrants	$	272,279	Option Pricing Valuation Model	Expected Volatility (a)	30.0	%

(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:

	September 30, 2013					December 31, 2012
	Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value
	(In thousands)
Assets:
Notes receivable, net	$	19,122	$	19,122		$	27,953	$	27,953
Tax indemnity receivable, including interest	316,504				(a)	319,622				(a)

Liabilities:
Fixed-rate debt	$	231,036	$	224,488		$	158,636	$	158,879
Variable-rate debt (b)	498,150		498,151			479,964		479,964
SID bonds	36,794		38,669			49,712		56,475
Total mortgages, notes and loans payable	$	765,980	$	761,308		$	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 agreement is highly dependent on numerous future events that cannot be reliably predicted.

(b) $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

9 Months Ended

Sep. 30, 2013

REAL ESTATE AFFILIATES

REAL ESTATE AFFILIATES

NOTE 7 REAL ESTATE AFFILIATES

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

In accordance with ASC 810, 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 on an ongoing basis to determine if we are the primary beneficiary, as required by ASC 810. Under ASC 810, a 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, but have significant influence, using the equity method, and investments in joint ventures where we do not have significant influence on the joint venture’s operations 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 September 30, 2013, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $41.2 million and $3.3 million, respectively. As of December 31, 2012, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $28.3 million and $1.0 million, respectively. The assets of the VIEs are restricted for use only by the particular VIEs and are not available for our general operations.

Our recent and more significant VIEs are discussed below.

ONE Ala Moana Condominium 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”) to explore the development of a luxury condominium tower at the Ala Moana Center in Honolulu, Hawaii. On June 14, 2012, we formed another 50/50 joint venture, KR Holdings, with the same partner. We own 50% of each venture and our partner jointly owns the remaining 50%.

On September 17, 2012, KR Holdings closed on two $20.0 million non-recourse mezzanine loan commitments with List Island Properties, LLC and A & B Properties, Inc. These loans have a blended interest rate of 12%, were drawn in full on May 15, 2013 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 profit interests in KR Holdings, which entitles them to receive a share of the profits, up to a maximum of $3.0 million, after a return of our capital and a 13% preferred return on our capital.

KR Holdings closed the first mortgage construction loan on May 15, 2013. Upon closing and under the terms of the venture agreement, we sold to KR Holdings our interest in the condominium rights for net cash proceeds of $30.8 million and a 50% equity interest in KR Holdings. Our partner contributed $16.8 million of cash for their 50% equity interest.

The construction loan will be drawn over the course of construction with the total proceeds not to exceed $132.0 million. The loan is secured by the condominium rights and buyers’ deposits, has no recourse to us, matures on May 15, 2016, and bears interest at one-month LIBOR plus 3.00%. Revenue recognition for individual units in a condominium project requires, among other criteria, that the sales contracts be analyzed to ascertain that the buyer’s initial and continuing investments are adequate. KR Holdings determined that the value of the buyers’ deposits qualified as sufficient investment to recognize revenue using the percentage of completion method. We recorded $2.7 million and $7.9 million in equity in earnings from Real Estate Affiliates related to KR Holdings in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2013, respectively.

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 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 (The Metropolitan)

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, Maryland. We and our partner each own 50% of the venture, and unanimous consent of the partners is required for all major decisions. On July 11, 2013, the joint venture closed a $64.1 million construction loan which is non-recourse to us. The loan bears interest at one-month LIBOR plus 2.4% and matures in July 2020. At loan closing, our land contribution was valued at $20.3 million and Kettler contributed $13.3 million in cash, of which $7.0 million was distributed to us. Both we and Kettler are required to each make future contributions of $3.1 million to the joint venture in accordance with the loan agreement, thus increasing our total capital account to $16.4 million. This transaction was accounted for as a partial sale of the land for which we recognized a net profit of $0.7 million. As of September 30, 2013, we have contributed $1.7 million of the $3.1 million to the joint venture.

Summerlin Las Vegas Baseball Club

On August 6, 2012, we entered into a joint venture for the purpose of acquiring 100% of the operating assets of the Las Vegas 51s, a Triple-A baseball team which is a member of the Pacific Coast League. We own 50% of the venture and our partners jointly own the remaining 50%. Unanimous consent of the partners is required for all major decisions. In August 2012, we contributed $0.3 million to the joint venture pending final approval of the acquisition by Major League Baseball. In May 2013, after approval was received, we funded our remaining capital obligation of $10.2 million and the joint venture completed the acquisition. Our strategy in acquiring an ownership interest is to pursue a potential relocation of the team to a to-be-built stadium in our Summerlin master planned community. There can be no assurance that such a stadium will ultimately be built.

HHMK Development, KR Holdings, Millennium Phase II, Parcel D Development, LLC and the Summerlin Las Vegas Baseball Club joint venture entities included in the table below are VIEs. We are not the primary beneficiary of any of these VIEs because we do not have the power to direct activities that most significantly impact the economic performance of such joint ventures and therefore we report our interests on the equity method. The aggregate carrying value of the unconsolidated VIEs was $33.8 million and $8.1 million as of September 30, 2013 and December 31, 2012, respectively, and was classified as Investments in Real Estate Affiliates in the Condensed Consolidated Balance Sheets. 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
	September 30,		December 31,		September 30,		December 31,		Three Months Ended Setpember 30,						Nine Months Ended September 30,
	2013		2012		2013		2012		2013			2012			2013			2012
	(In percentages)				(In thousands)				(In thousands)
Equity Method Investments:

Forest View/Timbermill Apartments (a)	—		—		$	—	$	—	$	—		$	—		$	—		$	4
Millennium Waterway Apartments (b)	100.00	%	100.00	%	—		—		—			—			—			406
Millennium Woodlands Phase II, LLC (c)	81.43	%	81.43	%	2,160		2,190		(59		)	—			(59		)	—
KR Holdings, LLC (c)	50.00	%	50.00	%	16,762		—		2,716			—			7,907			—
Summerlin Las Vegas Baseball Club (c)	50.00	%	50.00	%	10,870		300		220			—			220			—
Circle T	50.00	%	50.00	%	9,004		9,004		—			—			—			—
Parcel D Development, LLC (c)	50.00	%	50.00	%	3,873		4,330		—			—			—			—
Stewart Title	50.00	%	50.00	%	3,769		3,871		382			324			899			640
HHMK Development, LLC (c)	50.00	%	50.00	%	110		1,257		290			—			443			—
Woodlands Sarofim #1	20.00	%	20.00	%	2,570		2,450		45			(14		)	121			6
					49,118		23,402		3,594			310			9,531			1,056
Cost basis investments					8,555		8,777		—			—			2,503		(d)	2,376		(d)
Investment in Real Estate Affiliates					$	57,673	$	32,179	$	3,594		$	310		$	12,034		$	3,432

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

(b) On May 31, 2012, we acquired our partner’s interest for $6.9 million and consolidated this property. See below for further discussion.

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

On May 31, 2012, we acquired our partner’s interest in the 393-unit Millennium Waterway Apartments for $6.9 million, following the funding of a $55.6 million ten-year non-recourse mortgage bearing interest at 3.75%. Prior to the acquisition, we accounted for our investment in Millennium Waterway Apartments under the equity method. We now own 100% of this stabilized Class A multi-family property located in The Woodlands Town Center. Total assets of $78.6 million and liabilities of $56.4 million, including the then recently funded loan, were consolidated into our financial statements at fair value as of the acquisition date.

As of September 30, 2013, approximately $61.6 million of indebtedness was secured by the properties owned by our Real Estate Affiliates of which our share was approximately $33.6 million based upon our economic ownership. The debt is non-recourse to us.

- Definition

The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.

+ References + Details

MORTGAGES, NOTES AND LOANS PAYABLE

9 Months Ended

Sep. 30, 2013

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 8 MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:

	September 30,		December 31,
	2013		2012
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	231,036	$	158,636
Special Improvement District bonds	36,794		49,712
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)	498,150		479,964
Total mortgages, notes and loans payable	$	765,980	$	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:

						Carrying Value
		Interest		Maximum		September 30,		December 31,
$ In thousands	Maturity (a)	Rate		Facility Amount		2013		2012
						(In thousands)
Master Planned Communities
The Woodlands Master Credit Facility (b)	August 2018	2.93	%	$	250,000	$	176,662	$	176,704
Bridgeland Land Loan (c)	June 2022	5.50	%			18,066		18,066
Bridgeland Development Loan (d)	June 2015	5.00	%	30,000		5,950		—
Summerlin West SID Bonds - S808/S810	April 2031	7.13	%			13,704		22,185
Summerlin South SID Bonds - S151	June 2025	6.00	%			6,889		10,501
Summerlin South SID Bonds - S128C	December 2030	6.05	%			5,625		5,739
Summerlin South SID Bonds - S132	December 2020	6.00	%			4,423		4,822
Summerlin South SID Bonds - S108	December 2016	5.95	%			946		1,067
Summerlin South SID Bonds - S128	December 2020	7.30	%			747		787
Summerlin South SID Bonds - S124	December 2019	5.95	%			305		324
Master Planned Communities Total						233,317		240,195

Operating Assets
Victoria Ward (e)	September 2016	3.38	%	250,000		228,716		229,000
Millennium Waterway Apartments	June 2022	3.75	%			55,584		55,584
3 Waterway Square (f)	August 2028	3.94	%			52,000		9,150
4 Waterway Square	December 2023	4.88	%			39,467		40,140
The Woodlands Resort and Conference Center (g)	February 2019	3.68	%	95,000		36,100		36,100
110 N. Wacker (h)	October 2019	5.21	%			29,000		29,000
One Hughes Landing (i)	November 2017	2.83	%	38,000		17,467		10
70 Columbia Corporate Center	August 2017	4.25	%			16,287		16,037
20/25 Waterway Avenue	May 2022	4.79	%			14,450		14,450
9303 New Trails	December 2023	4.88	%			13,476		13,706
Columbia Regional Building (j)	March 2018	2.18	%	23,008		4,255		—
Capital lease obligation	various	3.60	%			12		41
Operating Assets Total						506,814		443,218

Strategic Developments
Two Hughes Landing (i)	September 2018	2.83	%	41,230		—		—
The Shops at Summerlin SID Bonds - S128	December 2030	6.05	%			3,635		3,701
The Shops at Summerlin SID Bonds - S108	December 2016	5.95	%			520		586
Strategic Developments Total						4,155		4,287

Other Corporate Financing Arrangements (k)	Various	Various				21,694		612

						$	765,980	$	688,312

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

(b) On August 8, 2013, the loan was modified and extended to a August 2018 final maturity date. The interest rate was reduced from one-month LIBOR + 4.00%, with a 5.00% minimum rate to a LIBOR + 2.75% with no floor. The maximum available balance was reduced to $250.0 million from $270.0 million.

(d) Revolving development loan provides for a maximum of $30.0 million outstanding balance at any time with all draws not exceeding $140.0 million. The loan bears interest at the greater of 5.00% or LIBOR + 3.25%.

(e) 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.

(f) On August 2, 2013, the loan was refinanced with a $52.0 million loan bearing interest at 3.94% and maturity in August 2028.

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

(h) 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.

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

(j) Loan bears interest at prime rate for draws less than $0.5 million. For draws over $0.5 million, we make election to use one-month LIBOR + 2.00% or the prime rate.

(k) Includes the partial funding of a $22.7 million loan used to acquire a company airplane. The loan bears interest at 3.00% and requires approximately $1.0 million annual amortization through maturity in July 2018.

The weighted average interest rate on our mortgages, notes and loans payable was 3.75% and 4.49% as of September 30, 2013 and December 31, 2012, respectively.

As of September 30, 2013, we had $766.0 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 us, 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 recourse to the entities 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. As of September 30, 2013, land, buildings and equipment and developments in progress with a cost basis of $1.6 billion have been pledged as collateral for our mortgages, notes and loans payable. On July 26, 2013, we closed on a $22.7 million loan to acquire a company airplane. The loan bears interest at 3.0%, requires approximately $1.0 million annual amortization and matures in July 2018.

As of September 30, 2013, we were in compliance with all of the financial covenants related to our debt agreements.

Master Planned Communities

On August 8, 2013 the Woodlands refinanced its existing Master Credit Facility with a $250.0 million credit facility consisting of a $125.0 million term loan and a $125.0 million revolver (together, the “TWL Facility”). The TWL Facility bears interest at one-month LIBOR plus 2.75% and has an initial three-year term with two one-year extension options. The extension options require a reduction of the total commitment to $220.0 million for the first extension and $185.0 for the second extension. The TWL Facility also contains certain restrictions or covenants that, among other things, require the maintenance of specified financial ratios, limit the incurrence of additional recourse indebtedness at The Woodlands, and limit distributions from The Woodlands to us. There was $73.3 million of undrawn and available borrowing capacity under the TWL Facility based on the collateral underlying the facility and covenants as of September 30, 2013.

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 $39.2 million has been utilized and which has a $30.0 million maximum outstanding loan amount at any time. New residential lot development has been delayed while we pursue a permit from the U.S. Army Corps of Engineers to develop an additional 806 acres of land in Bridgeland. Due to the delayed lot development and low level of lot inventory, we can no longer draw upon the revolving credit facility until the permit is received. 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 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 revolving credit facility has no outstanding balance and one year of real estate taxes and debt service on the term loan have been escrowed with the lender.

The Summerlin Master Planned Community uses Special Improvement District (“SID”) 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, and the Summerlin Master Planned Community pays the debt service on the bonds semi-annually. As Summerlin sells land, the buyers assume a proportionate share of the bond obligation at closing, and the residential sales contracts provide for the reimbursement of the principal amounts that we previously paid with respect to such proportionate share of the bond.

Operating Assets

On February 2, 2012, we closed on a non-recourse financing totaling $43.3 million for the construction of 3 Waterway Square, an 11-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 August 2, 2013, we refinanced the loan with a $52.0 million non-recourse first mortgage financing bearing interest at 3.94% and maturing on August 11, 2028.

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 one-month 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.

On February 8, 2013, we closed on a $95.0 million non-recourse construction loan 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 November 14, 2012, we closed on a non-recourse financing totaling $38.0 million for the construction of One Hughes Landing, an eight-story, 197,000 square foot office building in The Woodlands. The loan matures on November 14, 2015 and has two, one-year extension options. The loan bears interest at one-month LIBOR plus 2.65%.

On August 15, 2012, we assumed a $16.0 million loan as part of the acquisition of 70 Columbia Corporate Center (“70 CCC”), located in Columbia, MD. 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 10% cumulative preferred return and repayment of the outstanding debt and our contributed equity. The fair value of the participation obligation is remeasured each quarter and the change in fair value is recorded through interest expense. For the nine months ended September 30, 2013, $2.8 million relating to the estimated increase in value of the participation right is due to increased leasing of the property and was recorded in interest expense. Virtually all of the interest was capitalized due to our development activities.

On May 31, 2012, as part of the acquisition of our former partner’s interest in Millennium Waterway Apartments, located within The Woodlands, 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 September 2017, then monthly principal and interest payments of $257,418 with the unpaid principal balance due at maturity.

On April 26, 2012, we closed on a $14.5 million non-recourse financing secured by 20/25 Waterway Avenue, located within The Woodlands. The loan bears interest at 4.79% and matures on May 1, 2022.

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, both located within The Woodlands. These non-recourse mortgages mature on December 11, 2023 and have fixed interest rates of 4.88%.

On September 30, 2011, we closed on a $250.0 million 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 to draw additional loan proceeds under the facility. The loan permits partial repayment during its term in connection with property releases for development. In the third quarter of 2013, certain properties securing the loan were approved for condominium development. As a result, the properties were removed from the collateral pool and a minor principal paydown of the loan was required. 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 3.38% as of September 30, 2013. The unused portion of this mortgage was $21.3 million as of September 30, 2013.

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

Strategic Developments

On September 11, 2013, we closed on a non-recourse financing totaling $41.2 million for the construction of Two Hughes Landing, the second Class A office building in the 66-acre mixed-use development of Hughes Landing on Lake Woodlands, located in The Woodlands. Two Hughes Landing will be a 197,000 square foot, eight-story office building with an adjacent parking garage containing approximately 630 spaces and is the second of up to 11 office buildings planned for Hughes Landing. The loan matures on September 11, 2016 and has two, one-year extension options. The loan bears interest at one-month LIBOR plus 2.65% due monthly.

Corporate

On October 2, 2013, we issued $750.0 million of Senior Notes at 6.875% maturing October 2021. Net proceeds from the transaction totaled approximately $739.6 million. Please refer to Note 20 — Subsequent Events for a more complete description of the notes.

- Definition

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

+ References + Details

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

9 Months Ended

Sep. 30, 2013

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 9 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are primarily exposed to interest rate risks related to our variable interest debt, and we 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, 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’s 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 ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and nine months ended September 30, 2013, the ineffective portion recorded in earnings was insignificant.

As of September 30, 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.

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.

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

	September 30,		December 31,
	2013		2012
	(In thousands)
Interest Rate Swaps	$	4,696	$	7,183
Total derivatives designated as hedging instruments	$	4,696	$	7,183

The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012:

								Three Months Ended September 30,
	Three Months Ended September 30,						Location of Gain	2013		2012
	2013			2012			(Loss) Reclassified	Amount of Gain		Amount of (Loss)
Cash Flow Hedges	Amount of (Loss) Recognized in OCI			Amount of (Loss) Recognized in OCI			from AOCI into Earnings	Reclassified from AOCI into Earnings		Reclassified from AOCI into Earnings
	(In thousands)							(In thousands)

Interest Rate Swaps	$	(407	)	$	(1,466	)	Interest Expense	$	6	$	(512	)
	$	(407	)	$	(1,466	)		$	6	$	(512	)

							Nine Months Ended September 30,
	Nine Months Ended September 30,					Location of Gain	2013			2012
	2013		2012			(Loss) Reclassified	Amount of (Loss)			Amount of (Loss)
Cash Flow Hedges	Amount of Gain Recognized in OCI		Amount of (Loss) Recognized in OCI			from AOCI into Earnings	Reclassified from AOCI into Earnings			Reclassified from AOCI into Earnings
	(In thousands)						(In thousands)

Interest Rate Swaps	$	1,079	$	(4,627	)	Interest Expense	$	(1,041	)	$	(1,512	)
	$	1,079	$	(4,627	)		$	(1,041	)	$	(1,512	)

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

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-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4E
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624181-113959

Reference 20: 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.(n))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-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 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
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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

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2013
INCOME TAXES
INCOME TAXES	NOTE 10 INCOME TAXES Several of our subsidiaries are involved in a dispute with the IRS relating to years in which those subsidiaries were owned by 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 with GGP, 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 September 30, 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 $42.1 million and $36.4 million as of September 30, 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 material changes to the Master Planned Community deferred gains and the timing of utilization of the tax assets, both of which could result in material 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 September 30, 2013, the Tax Indemnity receivable increased by $2.5 million. This increase was due to the increase in the related interest income of $1.8 million and a remeasurement gain of $0.7 million resulting from a reduction in our planned utilization of tax assets that contractually limit the amount we can receive pursuant to the Tax Matters Agreement. During the nine months ended September 30, 2013, the reduction in Tax Indemnity receivable of $3.1 million related to interest income that was offset by 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 IRS 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 $95.1 million and $95.9 million as of September 30, 2013 and December 31, 2012, respectively, excluding interest, of which this entire amount would not impact our effective tax rate. Accrued interest related to these unrecognized tax benefits amounted to $42.2 million and $36.6 million as of September 30, 2013 and December 31, 2012, respectively. We recognized interest expense related to the unrecognized tax benefits of $1.7 million and $5.6 million for the three and nine months ended September 30, 2013, respectively. A significant amount of the unrecognized tax benefits recorded in the financial statements are related to the Tax Court litigation and are expected to be resolved within the next 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.

+ References

Reference 1: 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.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

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-Name Accounting Standards Codification
-Topic 740
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-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-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 SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-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

STOCK-BASED PLANS

9 Months Ended

Sep. 30, 2013

STOCK-BASED PLANS

STOCK-BASED PLANS

NOTE 11 STOCK-BASED PLANS

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.

Stock Options

The following table summarizes our stock option plan:

	Stock Options		Weighted Average Exercise Price
Stock Options outstanding at January 1, 2013	861,940		$	59.17
Granted	93,600		94.81
Forfeited	(24,600	)	58.41
Stock Options outstanding at September 30, 2013	930,940		$	62.77

Generally, options granted vest ratably over requisite service periods, 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. In May 2013, certain key employees were granted options whereby half vest after four years of service and the remaining half vest on a graduated scale based on total shareholder return in 2017.

Restricted Stock

The following table summarizes restricted stock activity:

	Restricted Stock		Weighted Average Grant Date Fair Value
Restricted stock outstanding at January 1, 2013	57,933		$	65.72
Granted	77,432		79.77
Vested	(13,033	)	60.15
Restricted Stock outstanding at September 30, 2013	122,332		$	75.21

During the second quarter of 2013, we granted 66,038 shares of restricted stock at a share price of $101.77. The restrictions on the shares lapse after four years of service and 50% of such shares vest on a graduated scale based on achieving the total return on our stock through 2017. In addition, 11,394 shares of restricted stock were awarded to certain non-employee directors at a price of $97.72 as part of an annual retainer for their services during the second quarter of 2013. Likewise, 13,033 of restricted stock shares were awarded at a share price of $60.15 during the second quarter of 2012. The restrictions on the shares granted in 2012 have lapsed and the restriction on the shares granted in 2013 will generally lapse in the second quarter of 2014. As of September 30, 2013, there were 122,332 shares of restricted stock outstanding.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-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

9 Months Ended

Sep. 30, 2013

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

NOTE 12 OTHER ASSETS AND LIABILITIES

Prepaid Expenses and Other Assets

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

	September 30,		December 31,
	2013		2012
	(In thousands)
Special Improvement District receivable	$	39,667	$	39,659
Equipment	22,301		—
Tenant and other receivables	4,959		2,346
Federal income tax receivable	5,913		5,367
Prepaid expenses	7,266		4,757
Below-market ground leases	20,087		20,341
Condominium deposits	—		19,616
Security and escrow deposits	15,007		12,865
Above-market tenant leases	1,147		1,896
Uncertain tax position asset	14,756		12,801
In-place leases	9,946		11,516
Intangibles	3,714		3,714
Other	6,671		8,592
	$	151,434	$	143,470

The $7.9 million increase as of September 30, 2013 compared to December 31, 2012 primarily relates to a $22.3 million increase in equipment related to an airplane purchase, a $2.6 million increase in tenant and other receivables, primarily related to $2.0 million of lease incentives at Ward Centers, which was offset by a decrease of $19.6 million in condominium deposits due to the sale of our condominium rights for ONE Ala Moana.

Accounts Payable and Accrued Expenses

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

	September 30,		December 31,
	2013		2012
	(In thousands)
Construction payables	$	63,694	$	17,501
Accounts payable and accrued expenses	53,402		39,634
Condominium deposits	—		19,616
Membership deposits	23,136		20,248
Above-market ground leases	2,470		2,590
Deferred income	20,956		7,767
Accrued interest	6,123		2,425
Accrued real estate taxes	8,262		6,622
Tenant and other deposits	11,891		8,096
Insurance reserve	2,087		9,037
Accrued payroll and other employee liabilities	13,035		11,514
Special assessment	2,868		2,868
Interest rate swaps	4,696		7,183
Other	11,360		15,420
	$	223,980	$	170,521

The $53.5 million increase as of September 30, 2013 compared to December 31, 2012 is primarily due to the increase of $46.2 million in construction payables, which relates to construction and renovation activities primarily for The Shops at Summerlin, Ward Village and Riverwalk properties that are under development, an increase of $13.2 million in deferred income primarily due to increased land sales and the deferral of a portion of the income for post-sale land development obligations at our Summerlin MPC, and an increase of $13.8 million in accounts payable and accrued expenses primarily due to the accrual of $8.6 million for lease terminations. These increases were partially offset by the decrease of $19.6 million in condominium deposits as of September 30, 2013 compared to December 31, 2012 due to the sale of our condominium rights.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

9 Months Ended

Sep. 30, 2013

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 13 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes AOCI for the period indicated:

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

Gains and Losses on Cash Flow Hedges

(In Thousands)

	For the Three Months Ended September 30, 2013

Balance as of July 1, 2013	$	(7,773	)
Other comprehensive income (loss) before reclassifications	(700		)
Amounts reclassified from accumulated other comprehensive income (loss)	(6		)
Net current-period other comprehensive income	(706		)
Balance as of September 30, 2013	$	(8,479	)

	For the Nine Months Ended September 30, 2013

Balance as of January 1, 2013	$	(9,575	)
Other comprehensive income before reclassifications	55
Amounts reclassified from accumulated other comprehensive income (loss)	1,041
Net current-period other comprehensive income	1,096
Balance as of September 30, 2013	$	(8,479	)

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

The following table summarizes the amounts reclassified out of AOCI for the period indicated:

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

(In Thousands)

	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income Components	For the Three Months Ended September 30, 2013			For the Nine Months Ended September 30, 2013			Affected line item in the Statement of Operations
Gains and losses on cash flow hedges
Interest rate swap contracts	$	76		$	(831	)	Interest (expense)
	(70		)	(210		)	Provision for income taxes
Total reclassifications for the period	$	6		$	(1,041	)	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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e689-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (SX 210.3-04)
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14-26
-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.

+ Details

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2013
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 14 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 $51.2 million and $49.3 million as of September 30, 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. On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport. The restated lease terms provide for annual fixed rent of $1.2 million starting July 1, 2013 with an expiration of December 30, 2072, including our options to extend. The annual rent escalates 3.0% compounded annually. On July 1, 2048 the base rent will be adjusted to the higher of the fair market value or the then base rent. In addition to the annual base rent of $1.2 million, we are required to make annual payments of $210,000 as additional rent through the term of the lease. The additional rent escalates annually at CPI. We are entitled to a total rent credit of $1.5 million, to be taken monthly over a 30-month period beginning October 2013. Simultaneously with the execution of the lease, we executed a completion guaranty for the redevelopment of Pier 17. The completion guaranty requires us to perform certain obligations under the lease, including the commencement of construction with a scheduled completion date of March 31, 2016. In the fourth quarter of 2012, as a result of Superstorm Sandy, the Uplands portion of South Street Seaport (area west of the FDR Drive) suffered damage due to flooding, but the Pier 17 structure was not significantly damaged. Reconstruction efforts are ongoing and the property is only partially operating. We have received $11.0 million in insurance proceeds through September 30, 2013 at South Street Seaport related to property damage of which we recognized a $3.0 million pre-tax gain during the three months ended September 30, 2013. 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. Please refer to Note 10 — Income Taxes for additional contingencies related to our uncertain tax positions.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
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-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-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)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

SEGMENTS

9 Months Ended

Sep. 30, 2013

SEGMENTS

SEGMENTS

NOTE 15 SEGMENTS

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

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

· Operating Assets — includes retail, office and industrial 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 or redevelopment which have no substantial operations.

The assets included in each segment as of September 30, 2013, are contained in the following chart:

[See the EDGAR documents for referenced chart details.]

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 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 gain (loss) and the increase (reduction) in tax indemnity receivable. We present REP EBT because we use this measure, among others, internally to assess the 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 September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(In thousands)						(In thousands)
Master Planned Communities
Land sales	$	53,734		$	40,218		$	166,981		$	120,235
Builder price participation	2,002			1,867			5,703			4,208
Minimum rents	196			130			585			384
Other land revenues	3,579			6,385			10,211			13,401
Other rental and property revenues	—			(7		)	—			28
Total revenues	59,511			48,593			183,480			138,256

Cost of sales - land	27,063			21,439			82,616			63,096
Land sales operations	7,393			8,209			22,705			25,382
Land sales real estate and business taxes	2,370			1,751			5,348			5,533
Depreciation and amortization	10			64			25			67
Interest income	—			(49		)	(16		)	(179		)
Interest expense (*)	(3,689		)	(3,638		)	(13,295		)	(10,709		)
Total expenses	33,147			27,776			97,383			83,190
MPC EBT	26,364			20,817			86,097			55,066

Operating Assets
Minimum rents	21,160			22,788			59,427			61,532
Tenant recoveries	5,254			6,030			15,547			17,817
Resort and conference center revenues	8,169			8,328			30,543			29,954
Other rental and property revenues	4,493			4,342			14,538			15,307
Total revenues	39,076			41,488			120,055			124,610

Other property operating costs	18,688			14,853			50,205			43,274
Rental property real estate taxes	3,148			2,934			9,054			8,160
Rental property maintenance costs	1,906			2,126			5,594			5,851
Resort and conference center operations	7,381			6,965			22,537			21,750
Provision for doubtful accounts	201			237			907			386
Depreciation and amortization	9,171			6,440			21,687			16,969
Interest income	(32		)	(48		)	(122		)	(134		)
Interest expense	4,017			4,313			14,715			11,373
Equity in Earnings from Real Estate Affiliates	(647		)	(310		)	(3,743		)	(3,432		)
Total expenses	43,833			37,510			120,834			104,197
Operating Assets EBT	(4,757		)	3,978			(779		)	20,413

Strategic Developments
Minimum rents	182			217			586			693
Tenant recoveries	38			35			135			115
Condominium rights and unit sales	810			—			31,191			267
Other land revenues	3,899			—			3,899			32
Other rental and property revenues	(2		)	4,482			1,311			4,544
Total revenues	4,927			4,734			37,122			5,651

Condominium rights and unit cost of sales	406			(24		)	15,678			143
Other property operating costs	3,940			2,080			5,277			3,032
Real estate taxes	549			640			1,759			2,423
Rental property maintenance costs	142			137			402			453
Provision for doubtful accounts	3			3			3			(101		)
Demolition costs	1,386			—			1,386			—
Depreciation and amortization	48			56			139			173
Interest expense *	(401		)	(193		)	(1,363		)	61
Equity in Earnings from Real Estate Affiliates	(2,947		)	—			(8,291		)	—
Total expenses	3,126			2,699			14,990			6,184
Strategic Developments EBT	1,801			2,035			22,132			(533		)

REP EBT	$	23,408		$	26,830		$	107,450		$	74,946

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

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

Reconciliation of REP EBT to GAAP-net	Three Months Ended September 30,						Nine Months Ended September 30,
income (loss)	2013			2012			2013			2012
	(In thousands)

REP EBT	$	23,408		$	26,830		$	107,450		$	74,946
General and administrative	(11,914		)	(11,464		)	(34,310		)	(28,021		)
Corporate interest income, net	1,955			2,315			6,259			6,814
Warrant liability loss	(4,479		)	(64,303		)	(148,706		)	(162,724		)
Provision for income taxes	(5,172		)	(2,618		)	(21,012		)	(7,703		)
Increase (reduction) in tax indemnity receivable	730			(2,873		)	(8,673		)	(11,655		)
Other income	3,662			2,125			8,118			2,125
Corporate depreciation	(757		)	(204		)	(1,359		)	(506		)
Net income (loss)	$	7,433		$	(50,192	)	$	(92,233	)	$	(126,724	)

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

Reconciliation of Segment Basis Revenues to	Three Months Ended September 30,				Nine Months Ended September 30,
GAAP Revenues	2013		2012		2013		2012
	(In thousands)

Master Planned Communities	$	59,511	$	48,593	$	183,480	$	138,256
Operating Assets		39,076		41,488		120,055		124,610
Strategic Developments		4,927		4,734		37,122		5,651
Total revenues	$	103,514	$	94,815	$	340,657	$	268,517

The assets by segment and the reconciliation of total segment assets to the total assets in the Condensed Consolidated Balance Sheets are summarized as follows:

	September 30,		December 31,
	2013		2012
	(In thousands )
Master Planned Communities	$	1,792,635	$	1,756,625
Operating Assets (a)	1,130,601		944,562
Strategic Developments	296,295		288,287
Total segment assets	3,219,531		2,989,474
Corporate and other (b)	499,699		513,568
Total assets	$	3,719,230	$	3,503,042

(a) Certain assets included in our Operating Asset segment are in various stages of redevelopment and are included in Developments on our Condensed Consolidated Balance Sheets.

(b) Assets included in Corporate and other consist primarily of the Tax Indemnity receivable, including interest, and Cash and cash equivalents.

The increase in the Operating Assets segment’s asset balance as of September 30, 2013 of $186.0 million as compared to December 31, 2012 is primarily due to $61.8 million of total assets from 3 Waterway Square and $37.8 million of total assets from One Hughes Landing being reclassified from the Strategic Developments segment because they were placed in service. We also invested approximately $85.6 million related to development activities in our Operating Assets segment.

- 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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2013
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 16 SUBSEQUENT EVENTS On October 2, 2013, we issued $750.0 million in aggregate principal amount of 6.875% Senior Notes due 2021 (the “Senior Notes”). We intend to use the net proceeds for development, acquisitions and other general corporate purposes. Interest is payable semiannually, on April 1 and October 1 of each year starting in April 2014. At any time prior to October 1, 2016, we may redeem up to 35% of the Notes using the proceeds from equity offerings or we may redeem some or all of the Notes at a price equal to 106.875% of the principal amount. We may redeem all or part of the Notes at any time on or after October 1, 2016 with a declining call premium there after to maturity. The Notes contain customary terms and covenants for non-investment grade senior notes and have no maintenance covenants. On October 4, 2013, we entered into a joint venture agreement with Kettler, Inc., to construct a 437 unit, Class A apartment building with 31,000 square feet of ground floor retail on Parcel C in downtown Columbia, MD. We contributed approximately five acres of land having an estimated book value of $4.0 million to the joint venture. The transaction values our land at $23.4 million or $53,500 per constructed unit. When the venture closes on the construction loan and upon completion of certain other conditions, including obtaining completed site development and construction plans and an approved project budget, our partner will be required to contribute cash to the venture. On October 24, 2013, we closed on a $64.4 million partial recourse construction loan for The Outlet at Riverwalk. The loan bears interest at one-month LIBOR plus 2.75%, with an initial maturity date of October 24, 2016 with two one-year extension options. On October 30, 2013, we sold our interest in Head Acquisition, LP (“Head”), a cost basis investment, for net cash proceeds of $13.3 million resulting in a gain of approximately $8.5 million, which will be recognized in the fourth quarter of 2013. Our investment in Head had previously been impaired resulting in a significant book/tax difference and the recognition of a deferred tax asset of $76.4 million, which had been fully reserved due to the uncertainty around our ability to recognize the tax benefit in future periods. Due to the sale of our interest in Head Acquisition, LP and certain tax planning strategies that are now in place, we may release some or all of the valuation allowance in the fourth quarter 2013.

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2013

EARNINGS PER SHARE

Summary of information related to the entity's EPS calculations

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(In thousands, except per share amounts)
Basic EPS:
Numerator:
Net income (loss)	$	7,433		$	(50,192	)	$	(92,233	)	$	(126,724	)
Net (income) loss attributable to noncontrolling interests	(98		)	781			(110		)	(637		)
Net income (loss) attributable to common stockholders	$	7,335		$	(49,411	)	$	(92,343	)	$	(127,361	)

Denominator:
Weighted average basic common shares outstanding	39,454			37,916			39,447			37,909

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	7,335		$	(49,411	)	$	(92,343	)	$	(127,361	)
Less: Warrant liability gain	—			—			—			—
Adjusted net income (loss) attributable to common stockholders	$	7,335		$	(49,411	)	$	(92,343	)	$	(127,361	)


Denominator:
Weighted average basic common shares outstanding	39,454			37,916			39,447			37,909
Restricted stock and stock options	253			—			—			—
Warrants	2,732			—			—			—
Weighted average diluted common shares oustanding	42,439			37,916			39,447			37,909

Basic earnings (loss) per share:	$	0.19		$	(1.30	)	$	(2.34	)	$	(3.36	)

Diluted earnings (loss) per share:	$	0.17		$	(1.30	)	$	(2.34	)	$	(3.36	)

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2013

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

	September 30, 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	$	272,279	$	—	$	—	$	272,279	$	123,573	$	—	$	—	$	123,573
Interest rate swaps	4,696		—		4,696		—		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	148,706		162,724
Balance as of September 30,	$	272,279	$	290,488

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

The significant unobservable input used in the fair value measurement of our warrants designated as Level 3 as of September 30, 2013 is as follows:

	Fair Value		Valuation Technique	Unobservable Input	Volatility
	(In thousands)
Warrants	$	272,279	Option Pricing Valuation Model	Expected Volatility (a)	30.0	%

(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

	September 30, 2013					December 31, 2012
	Carrying Amount		Estimated Fair Value			Carrying Amount		Estimated Fair Value
	(In thousands)
Assets:
Notes receivable, net	$	19,122	$	19,122		$	27,953	$	27,953
Tax indemnity receivable, including interest	316,504				(a)	319,622				(a)

Liabilities:
Fixed-rate debt	$	231,036	$	224,488		$	158,636	$	158,879
Variable-rate debt (b)	498,150		498,151			479,964		479,964
SID bonds	36,794		38,669			49,712		56,475
Total mortgages, notes and loans payable	$	765,980	$	761,308		$	688,312	$	695,318

(b) $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
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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
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-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
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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.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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

+ Details

- Definition

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

+ References + Details

REAL ESTATE AFFILIATES (Tables)

9 Months Ended

Sep. 30, 2013

REAL ESTATE AFFILIATES

Schedule of information related to investments in real estate affiliates

	Economic/ Legal Ownership				Carrying Value				Share of Earnings/Dividends
	September 30,		December 31,		September 30,		December 31,		Three Months Ended Setpember 30,						Nine Months Ended September 30,
	2013		2012		2013		2012		2013			2012			2013			2012
	(In percentages)				(In thousands)				(In thousands)
Equity Method Investments:

Forest View/Timbermill Apartments (a)	—		—		$	—	$	—	$	—		$	—		$	—		$	4
Millennium Waterway Apartments (b)	100.00	%	100.00	%	—		—		—			—			—			406
Millennium Woodlands Phase II, LLC (c)	81.43	%	81.43	%	2,160		2,190		(59		)	—			(59		)	—
KR Holdings, LLC (c)	50.00	%	50.00	%	16,762		—		2,716			—			7,907			—
Summerlin Las Vegas Baseball Club (c)	50.00	%	50.00	%	10,870		300		220			—			220			—
Circle T	50.00	%	50.00	%	9,004		9,004		—			—			—			—
Parcel D Development, LLC (c)	50.00	%	50.00	%	3,873		4,330		—			—			—			—
Stewart Title	50.00	%	50.00	%	3,769		3,871		382			324			899			640
HHMK Development, LLC (c)	50.00	%	50.00	%	110		1,257		290			—			443			—
Woodlands Sarofim #1	20.00	%	20.00	%	2,570		2,450		45			(14		)	121			6
					49,118		23,402		3,594			310			9,531			1,056
Cost basis investments					8,555		8,777		—			—			2,503		(d)	2,376		(d)
Investment in Real Estate Affiliates					$	57,673	$	32,179	$	3,594		$	310		$	12,034		$	3,432

(b) On May 31, 2012, we acquired our partner’s interest for $6.9 million and consolidated this property. See below for further discussion.

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

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

9 Months Ended

Sep. 30, 2013

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of mortgages, notes and loans payable

	September 30,		December 31,
	2013		2012
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	231,036	$	158,636
Special Improvement District bonds	36,794		49,712
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)	498,150		479,964
Total mortgages, notes and loans payable	$	765,980	$	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

						Carrying Value
		Interest		Maximum		September 30,		December 31,
$ In thousands	Maturity (a)	Rate		Facility Amount		2013		2012
						(In thousands)
Master Planned Communities
The Woodlands Master Credit Facility (b)	August 2018	2.93	%	$	250,000	$	176,662	$	176,704
Bridgeland Land Loan (c)	June 2022	5.50	%			18,066		18,066
Bridgeland Development Loan (d)	June 2015	5.00	%	30,000		5,950		—
Summerlin West SID Bonds - S808/S810	April 2031	7.13	%			13,704		22,185
Summerlin South SID Bonds - S151	June 2025	6.00	%			6,889		10,501
Summerlin South SID Bonds - S128C	December 2030	6.05	%			5,625		5,739
Summerlin South SID Bonds - S132	December 2020	6.00	%			4,423		4,822
Summerlin South SID Bonds - S108	December 2016	5.95	%			946		1,067
Summerlin South SID Bonds - S128	December 2020	7.30	%			747		787
Summerlin South SID Bonds - S124	December 2019	5.95	%			305		324
Master Planned Communities Total						233,317		240,195

Operating Assets
Victoria Ward (e)	September 2016	3.38	%	250,000		228,716		229,000
Millennium Waterway Apartments	June 2022	3.75	%			55,584		55,584
3 Waterway Square (f)	August 2028	3.94	%			52,000		9,150
4 Waterway Square	December 2023	4.88	%			39,467		40,140
The Woodlands Resort and Conference Center (g)	February 2019	3.68	%	95,000		36,100		36,100
110 N. Wacker (h)	October 2019	5.21	%			29,000		29,000
One Hughes Landing (i)	November 2017	2.83	%	38,000		17,467		10
70 Columbia Corporate Center	August 2017	4.25	%			16,287		16,037
20/25 Waterway Avenue	May 2022	4.79	%			14,450		14,450
9303 New Trails	December 2023	4.88	%			13,476		13,706
Columbia Regional Building (j)	March 2018	2.18	%	23,008		4,255		—
Capital lease obligation	various	3.60	%			12		41
Operating Assets Total						506,814		443,218

Strategic Developments
Two Hughes Landing (i)	September 2018	2.83	%	41,230		—		—
The Shops at Summerlin SID Bonds - S128	December 2030	6.05	%			3,635		3,701
The Shops at Summerlin SID Bonds - S108	December 2016	5.95	%			520		586
Strategic Developments Total						4,155		4,287

Other Corporate Financing Arrangements (k)	Various	Various				21,694		612

						$	765,980	$	688,312

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

(e) 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.

(f) On August 2, 2013, the loan was refinanced with a $52.0 million loan bearing interest at 3.94% and maturity in August 2028.

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

(h) 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.

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

(j) Loan bears interest at prime rate for draws less than $0.5 million. For draws over $0.5 million, we make election to use one-month LIBOR + 2.00% or the prime rate.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

+ Details

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

9 Months Ended

Sep. 30, 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

	September 30,		December 31,
	2013		2012
	(In thousands)
Interest Rate Swaps	$	4,696	$	7,183
Total derivatives designated as hedging instruments	$	4,696	$	7,183

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

								Three Months Ended September 30,
	Three Months Ended September 30,						Location of Gain	2013		2012
	2013			2012			(Loss) Reclassified	Amount of Gain		Amount of (Loss)
Cash Flow Hedges	Amount of (Loss) Recognized in OCI			Amount of (Loss) Recognized in OCI			from AOCI into Earnings	Reclassified from AOCI into Earnings		Reclassified from AOCI into Earnings
	(In thousands)							(In thousands)

Interest Rate Swaps	$	(407	)	$	(1,466	)	Interest Expense	$	6	$	(512	)
	$	(407	)	$	(1,466	)		$	6	$	(512	)

							Nine Months Ended September 30,
	Nine Months Ended September 30,					Location of Gain	2013			2012
	2013		2012			(Loss) Reclassified	Amount of (Loss)			Amount of (Loss)
Cash Flow Hedges	Amount of Gain Recognized in OCI		Amount of (Loss) Recognized in OCI			from AOCI into Earnings	Reclassified from AOCI into Earnings			Reclassified from AOCI into Earnings
	(In thousands)						(In thousands)

Interest Rate Swaps	$	1,079	$	(4,627	)	Interest Expense	$	(1,041	)	$	(1,512	)
	$	1,079	$	(4,627	)		$	(1,041	)	$	(1,512	)

- Definition

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

+ References + Details

STOCK-BASED PLANS (Tables)

9 Months Ended

Sep. 30, 2013

STOCK-BASED PLANS

Summary of stock option plan activity

	Stock Options		Weighted Average Exercise Price
Stock Options outstanding at January 1, 2013	861,940		$	59.17
Granted	93,600		94.81
Forfeited	(24,600	)	58.41
Stock Options outstanding at September 30, 2013	930,940		$	62.77

Summary of restricted stock activity

	Restricted Stock		Weighted Average Grant Date Fair Value
Restricted stock outstanding at January 1, 2013	57,933		$	65.72
Granted	77,432		79.77
Vested	(13,033	)	60.15
Restricted Stock outstanding at September 30, 2013	122,332		$	75.21

OTHER ASSETS AND LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2013

OTHER ASSETS AND LIABILITIES

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

	September 30,		December 31,
	2013		2012
	(In thousands)
Special Improvement District receivable	$	39,667	$	39,659
Equipment	22,301		—
Tenant and other receivables	4,959		2,346
Federal income tax receivable	5,913		5,367
Prepaid expenses	7,266		4,757
Below-market ground leases	20,087		20,341
Condominium deposits	—		19,616
Security and escrow deposits	15,007		12,865
Above-market tenant leases	1,147		1,896
Uncertain tax position asset	14,756		12,801
In-place leases	9,946		11,516
Intangibles	3,714		3,714
Other	6,671		8,592
	$	151,434	$	143,470

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

	September 30,		December 31,
	2013		2012
	(In thousands)
Construction payables	$	63,694	$	17,501
Accounts payable and accrued expenses	53,402		39,634
Condominium deposits	—		19,616
Membership deposits	23,136		20,248
Above-market ground leases	2,470		2,590
Deferred income	20,956		7,767
Accrued interest	6,123		2,425
Accrued real estate taxes	8,262		6,622
Tenant and other deposits	11,891		8,096
Insurance reserve	2,087		9,037
Accrued payroll and other employee liabilities	13,035		11,514
Special assessment	2,868		2,868
Interest rate swaps	4,696		7,183
Other	11,360		15,420
	$	223,980	$	170,521

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

9 Months Ended

Sep. 30, 2013

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Summary of AOCI

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

Gains and Losses on Cash Flow Hedges

(In Thousands)

	For the Three Months Ended September 30, 2013

Balance as of July 1, 2013	$	(7,773	)
Other comprehensive income (loss) before reclassifications	(700		)
Amounts reclassified from accumulated other comprehensive income (loss)	(6		)
Net current-period other comprehensive income	(706		)
Balance as of September 30, 2013	$	(8,479	)

	For the Nine Months Ended September 30, 2013

Balance as of January 1, 2013	$	(9,575	)
Other comprehensive income before reclassifications	55
Amounts reclassified from accumulated other comprehensive income (loss)	1,041
Net current-period other comprehensive income	1,096
Balance as of September 30, 2013	$	(8,479	)

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

Summary of the amounts reclassified out of AOCI

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

(In Thousands)

	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income Components	For the Three Months Ended September 30, 2013			For the Nine Months Ended September 30, 2013			Affected line item in the Statement of Operations
Gains and losses on cash flow hedges
Interest rate swap contracts	$	76		$	(831	)	Interest (expense)
	(70		)	(210		)	Provision for income taxes
Total reclassifications for the period	$	6		$	(1,041	)	Net of tax

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

SEGMENTS (Tables)

9 Months Ended

Sep. 30, 2013

SEGMENTS

Schedule of segment operating results

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(In thousands)						(In thousands)
Master Planned Communities
Land sales	$	53,734		$	40,218		$	166,981		$	120,235
Builder price participation	2,002			1,867			5,703			4,208
Minimum rents	196			130			585			384
Other land revenues	3,579			6,385			10,211			13,401
Other rental and property revenues	—			(7		)	—			28
Total revenues	59,511			48,593			183,480			138,256

Cost of sales - land	27,063			21,439			82,616			63,096
Land sales operations	7,393			8,209			22,705			25,382
Land sales real estate and business taxes	2,370			1,751			5,348			5,533
Depreciation and amortization	10			64			25			67
Interest income	—			(49		)	(16		)	(179		)
Interest expense (*)	(3,689		)	(3,638		)	(13,295		)	(10,709		)
Total expenses	33,147			27,776			97,383			83,190
MPC EBT	26,364			20,817			86,097			55,066

Operating Assets
Minimum rents	21,160			22,788			59,427			61,532
Tenant recoveries	5,254			6,030			15,547			17,817
Resort and conference center revenues	8,169			8,328			30,543			29,954
Other rental and property revenues	4,493			4,342			14,538			15,307
Total revenues	39,076			41,488			120,055			124,610

Other property operating costs	18,688			14,853			50,205			43,274
Rental property real estate taxes	3,148			2,934			9,054			8,160
Rental property maintenance costs	1,906			2,126			5,594			5,851
Resort and conference center operations	7,381			6,965			22,537			21,750
Provision for doubtful accounts	201			237			907			386
Depreciation and amortization	9,171			6,440			21,687			16,969
Interest income	(32		)	(48		)	(122		)	(134		)
Interest expense	4,017			4,313			14,715			11,373
Equity in Earnings from Real Estate Affiliates	(647		)	(310		)	(3,743		)	(3,432		)
Total expenses	43,833			37,510			120,834			104,197
Operating Assets EBT	(4,757		)	3,978			(779		)	20,413

Strategic Developments
Minimum rents	182			217			586			693
Tenant recoveries	38			35			135			115
Condominium rights and unit sales	810			—			31,191			267
Other land revenues	3,899			—			3,899			32
Other rental and property revenues	(2		)	4,482			1,311			4,544
Total revenues	4,927			4,734			37,122			5,651

Condominium rights and unit cost of sales	406			(24		)	15,678			143
Other property operating costs	3,940			2,080			5,277			3,032
Real estate taxes	549			640			1,759			2,423
Rental property maintenance costs	142			137			402			453
Provision for doubtful accounts	3			3			3			(101		)
Demolition costs	1,386			—			1,386			—
Depreciation and amortization	48			56			139			173
Interest expense *	(401		)	(193		)	(1,363		)	61
Equity in Earnings from Real Estate Affiliates	(2,947		)	—			(8,291		)	—
Total expenses	3,126			2,699			14,990			6,184
Strategic Developments EBT	1,801			2,035			22,132			(533		)

REP EBT	$	23,408		$	26,830		$	107,450		$	74,946

(*) 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 net income (loss)

Reconciliation of REP EBT to GAAP-net	Three Months Ended September 30,						Nine Months Ended September 30,
income (loss)	2013			2012			2013			2012
	(In thousands)

REP EBT	$	23,408		$	26,830		$	107,450		$	74,946
General and administrative	(11,914		)	(11,464		)	(34,310		)	(28,021		)
Corporate interest income, net	1,955			2,315			6,259			6,814
Warrant liability loss	(4,479		)	(64,303		)	(148,706		)	(162,724		)
Provision for income taxes	(5,172		)	(2,618		)	(21,012		)	(7,703		)
Increase (reduction) in tax indemnity receivable	730			(2,873		)	(8,673		)	(11,655		)
Other income	3,662			2,125			8,118			2,125
Corporate depreciation	(757		)	(204		)	(1,359		)	(506		)
Net income (loss)	$	7,433		$	(50,192	)	$	(92,233	)	$	(126,724	)

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

Reconciliation of Segment Basis Revenues to	Three Months Ended September 30,				Nine Months Ended September 30,
GAAP Revenues	2013		2012		2013		2012
	(In thousands)

Master Planned Communities	$	59,511	$	48,593	$	183,480	$	138,256
Operating Assets		39,076		41,488		120,055		124,610
Strategic Developments		4,927		4,734		37,122		5,651
Total revenues	$	103,514	$	94,815	$	340,657	$	268,517

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

	September 30,		December 31,
	2013		2012
	(In thousands )
Master Planned Communities	$	1,792,635	$	1,756,625
Operating Assets (a)	1,130,601		944,562
Strategic Developments	296,295		288,287
Total segment assets	3,219,531		2,989,474
Corporate and other (b)	499,699		513,568
Total assets	$	3,719,230	$	3,503,042

(a) Certain assets included in our Operating Asset segment are in various stages of redevelopment and are included in Developments on our Condensed Consolidated Balance Sheets.

(b) 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) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2013 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2012 USD ($)	Aug. 22, 2013 item
Basis of presentation and organization
Number of mixed-use towers at Ward Village for which unanimous approval has been received from HCDA \| item				2
Depreciation		$ 20,197	$ 14,062
Demolition costs	$ 1,386	$ 1,386
Outlet Collection at Riverwalk and Columbia Regional buildings
Basis of presentation and organization
Demolition costs	1,400
Change in estimate of economic lives \| Adjustment \| Ward Village
Basis of presentation and organization
Depreciation	$ 1,200

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	Sep. 30, 2013 USD ($) shares	Dec. 31, 2012 USD ($)	Nov. 09, 2010 USD ($) $ / shares shares
Sponsors and Management Warrants
Warrant liabilities				$ 272,279	$ 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
Payments for repurchase of warrants	$ 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				$ 126,600	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
Proceeds from exercise of warrants		$ 76,300
Number of shares of common stock under warrants repurchased \| shares		2,308,061
Payments for repurchase of warrants		$ 89,300
Cash consideration paid net of exercise price		$ 13,000
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				$ 145,700	$ 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		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Numerator:
Net income (loss)	$ 7,433	$ (50,192)	$ (92,233)	$ (126,724)
Net (income) loss attributable to noncontrolling interests	(98)	781	(110)	(637)
Net income (loss) attributable to common stockholders	$ 7,335	$ (49,411)	$ (92,343)	$ (127,361)
Denominator:
Weighted average basic common shares outstanding	39,454	37,916	39,447	37,909
Numerator:
Net income (loss) attributable to common stockholders	$ 7,335	$ (49,411)	$ (92,343)	$ (127,361)
Adjusted net income (loss) attributable to common stockholders	$ 7,335	$ (49,411)	$ (92,343)	$ (127,361)
Denominator:
Weighted average basic common shares outstanding	39,454	37,916	39,447	37,909
Restricted stock and stock options (in shares)	253
Warrants (in shares)	2,732
Weighted average diluted common shares outstanding	42,439	37,916	39,447	37,909
Basic earnings (loss) per share: (in dollars per share)	$ 0.19	$ (1.30)	$ (2.34)	$ (3.36)
Diluted earnings (loss) per share: (in dollars per share)	$ 0.17	$ (1.30)	$ (2.34)	$ (3.36)

EARNINGS PER SHARE (Details 2) - shares	3 Months Ended	9 Months Ended
EARNINGS PER SHARE (Details 2) - shares	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 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)	843,962	930,940	843,962
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	122,332	57,933
Sponsors Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	8,000,000	1,916,667	8,000,000
Management Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	2,862,687	2,862,687	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

RECENT TRANSACTIONS (Details) - Rio West Mall property $ in Millions	Sep. 30, 2013 USD ($) a ft²
Recent transactions
Area of property sold (in square feet) \| ft²	514,253
Area of site sold (in acres) \| a	50
Proceeds from sale of property	$ 12.0
Pre-tax gain recognized on the sale	$ 0.6

RECENT TRANSACTIONS (Details 2) - KR Holdings $ in Millions				3 Months Ended	9 Months Ended
RECENT TRANSACTIONS (Details 2) - KR Holdings $ in Millions	May 15, 2013 USD ($)	Sep. 17, 2012 USD ($) item	Jun. 14, 2012	Sep. 30, 2013 USD ($)	Sep. 30, 2013 USD ($)	Sep. 17, 2013 USD ($)
Recent transactions
Ownership ratio in a joint venture (as a percent)			50.00%
Condominium rights and unit sales	$ 47.5
Net cash proceeds from sale of condominium rights	$ 30.8
Percentage of in substance real estate sold	50.00%
Partner's capital contribution to equity method investee	$ 16.8
Percentage of ownership interest of partners in joint venture	50.00%
Net profit on the sale of insubstance real estate - partial sale	$ 11.8			$ 0.4	$ 3.7
Condominium rights and unit sales to be recognized based on percentage of project completion	$ 23.7
Percentage of project completion				31.30%	31.30%
Mezzanine loan agreements
Recent transactions
Number of debt instruments \| item		2
Amount of borrowings		$ 20.0
Funded pre-development costs						$ 3.0

IMPAIRMENT (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
IMPAIRMENT (Details) - USD ($) $ in Millions	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
IMPAIRMENT
Impairment charges	$ 0.0	$ 0.0	$ 0.0	$ 0.0

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Liabilities
Warrants	$ 272,279	$ 123,573
Interest rate swaps	4,696	7,183
Recurring basis \| Total Fair Value Measurement
Liabilities
Warrants	272,279	123,573
Interest rate swaps	4,696	7,183
Recurring basis \| Significant Other Observable Inputs (Level 2)
Liabilities
Interest rate swaps	4,696	7,183
Recurring basis \| Significant Unobservable Inputs (Level 3)
Liabilities
Warrants	$ 272,279	$ 123,573

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2) - Warrant Liability - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2013	Sep. 30, 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	148,706	162,724
Balance at the end of the period	$ 272,279	$ 290,488
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)	30.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 3) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Liabilities:
SID bonds	$ 2,868	$ 2,868
Variable-rate debt that has been swapped to a fixed rate	172,000
Carrying Amount
Assets:
Notes receivable, net	19,122	27,953
Tax indemnity receivable, including interest	316,504	319,622
Liabilities:
Fixed-rate debt	231,036	158,636
Variable-rate debt	498,150	479,964
SID bonds	36,794	49,712
Total mortgages, notes and loans payable	765,980	688,312
Estimated Fair Value
Assets:
Notes receivable, net	19,122	27,953
Liabilities:
Fixed-rate debt	224,488	158,879
Variable-rate debt	498,151	479,964
SID bonds	38,669	56,475
Total mortgages, notes and loans payable	$ 761,308	$ 695,318

REAL ESTATE AFFILIATES (Details) $ in Thousands											1 Months Ended		3 Months Ended		9 Months Ended
REAL ESTATE AFFILIATES (Details) $ in Thousands	Jul. 11, 2013 USD ($)	May 15, 2013 USD ($)	Sep. 17, 2012 USD ($) item	Sep. 17, 2012 USD ($)	Aug. 06, 2012	Jul. 05, 2012 USD ($) a	Jun. 14, 2012	May 31, 2012 USD ($) item	May 14, 2012 item	Apr. 19, 2012 USD ($)	May 31, 2013 USD ($)	Aug. 31, 2012 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2012 USD ($)	Sep. 17, 2013	Dec. 31, 2012 USD ($)	Oct. 27, 2011
Real Estate Affiliates
Carrying values of the assets associated with the operations of the consolidated VIEs													$ 41,200		$ 41,200			$ 28,300
Carrying values of the liabilities associated with the operations of the consolidated VIEs													3,300		3,300			1,000
Aggregate carrying value of unconsolidated VIEs													33,800		33,800			8,100
Investment in Real Estate Affiliates
Carrying Value													57,673		57,673			32,179
Share of Earnings/Dividends													3,594	$ 310	12,034	$ 3,432
Share of distributable cash																8,579
Millennium Waterway Apartments
Investment in Real Estate Affiliates
Number of units acquired in real estate property \| item								393
Portion of refinanced mortgage proceeds used to acquire partner's interest								$ 6,900
Non-recourse mortgage assumed								$ 55,600
Term of debt instrument								10 years
Interest rate (as a percent)								3.75%
Total assets consolidated into financial statements at fair value as of the acquisition date								$ 78,600
Total liabilities consolidated into financial statements at fair value as of the acquisition date								$ 56,400
Ownership interest (as a percent)								100.00%
Equity method investments
Investment in Real Estate Affiliates
Carrying Value													49,118		49,118			23,402
Share of Earnings/Dividends													3,594	310	9,531	1,056
Cost basis investments
Investment in Real Estate Affiliates
Carrying Value													$ 8,555		8,555			$ 8,777
Share of Earnings/Dividends															$ 2,503	2,376
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%
Net cash proceeds from sale of condominium rights		$ 30,800
Percentage of in substance real estate sold		50.00%
Cash contributed by joint venture partner		$ 16,800
Percentage of ownership interest of partners in joint venture		50.00%
KR Holdings, LLC \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)													50.00%		50.00%			50.00%
Carrying Value													$ 16,762		$ 16,762
Share of Earnings/Dividends													2,716		7,907
KR Holdings, LLC \| A & B Properties, Inc.
Real Estate Affiliates
Maximum share in the profits of joint venture			$ 3,000
KR Holdings, LLC \| List Island Properties, LLC
Real Estate Affiliates
Maximum share in the profits of joint venture				$ 3,000
KR Holdings, LLC \| Mezzanine loan agreements
Real Estate Affiliates
Number of debt instruments \| item			2
Amount of borrowings			$ 20,000
Blended interest rate (as a percent)																	12.00%
Option to extend, term			1 year
KR Holdings, LLC \| Construction loan
Real Estate Affiliates
Maximum Facility Amount													$ 132,000		$ 132,000
Variable rate basis															one-month LIBOR
Interest rate margin (as a percent)													3.00%		3.00%
Forest View/Timbermill Apartments
Investment in Real Estate Affiliates
Share of distributable cash										$ 8,600
Forest View/Timbermill Apartments \| Equity method investments
Investment in Real Estate Affiliates
Share of Earnings/Dividends																4
Millennium Waterway Apartments \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)													100.00%		100.00%			100.00%
Share of Earnings/Dividends																406
Millennium Woodlands Phase II, LLC.
Real Estate Affiliates
Cash contributed by joint venture partner						$ 3,000
Area of land contributed to the joint venture (in acres) \| a						4.8
Fair value of the land contributed to joint venture						$ 15,500
Construction loan secured						$ 37,700
Number of units in Class A multi-family unit in The Woodlands Town Center to be constructed \| item									314
Millennium Woodlands Phase II, LLC. \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)													81.43%		81.43%			81.43%
Carrying Value													$ 2,160		$ 2,160			$ 2,190
Share of Earnings/Dividends													$ (59)		$ (59)
Summerlin Las Vegas Baseball Club
Real Estate Affiliates
Amount funded in cash to joint venture											$ 10,200	$ 300
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)					50.00%
Summerlin Las Vegas Baseball Club \| Las Vegas 51S LLC
Real Estate Affiliates
Ownership ratio in a joint venture (as a percent)					100.00%
Summerlin Las Vegas Baseball Club \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)													50.00%		50.00%			50.00%
Carrying Value													$ 10,870		$ 10,870			$ 300
Share of Earnings/Dividends													$ 220		$ 220
Circle T \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)													50.00%		50.00%			50.00%
Carrying Value													$ 9,004		$ 9,004			$ 9,004
Parcel D Development, LLC \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)													50.00%		50.00%			50.00%
Carrying Value													$ 3,873		$ 3,873			$ 4,330
Stewart Title \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)													50.00%		50.00%			50.00%
Carrying Value													$ 3,769		$ 3,769			$ 3,871
Share of Earnings/Dividends													$ 382	324	$ 899	640
HHMK Development \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)													50.00%		50.00%			50.00%
Carrying Value													$ 110		$ 110			$ 1,257
Share of Earnings/Dividends													$ 290		$ 443
Woodlands Sarofim # 1 \| Equity method investments
Investment in Real Estate Affiliates
Economic/Legal ownership (as a percent)													20.00%		20.00%			20.00%
Carrying Value													$ 2,570		$ 2,570			$ 2,450
Share of Earnings/Dividends													45	$ (14)	121	$ 6
Columbia Parcel D Joint Venture
Real Estate Affiliates
Cash contributed by joint venture partner	$ 13,300
Additional improvements made in the venture	16,400
Future contribution required in accordance with the loan agreement	3,100
Percentage of ownership interest of partners in joint venture																			50.00%
Fair value of the land contributed to joint venture	20,300
Distribution of the cash contributed by joint venture partner	7,000
Investment in Real Estate Affiliates
Net profit recognized on partial sale of joint venture interest	700
Contribution made in accordance with the loan agreement													1,700		1,700
Columbia Parcel D Joint Venture \| Construction loan
Real Estate Affiliates
Amount of borrowings	$ 64,100
Variable rate basis	one-month LIBOR
Interest rate margin (as a percent)	2.40%
Properties owned by real estate affiliates
Investment in Real Estate Affiliates
Secured debt													61,600		61,600
Share of the entity in secured debt													$ 33,600		$ 33,600

MORTGAGES, NOTES AND LOANS PAYABLE (Details) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Mortgages, notes and loans payable
Total mortgages, notes and loans payable	$ 765,980	$ 688,312
Amount of variable-rate debt swapped to fixed rate	172,000
Collateralized mortgages, notes and loans payable
Mortgages, notes and loans payable
Fixed-rate debt:	231,036	158,636
Variable-rate debt:	498,150	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:	$ 36,794	$ 49,712

MORTGAGES, NOTES AND LOANS PAYABLE (Details 2)										9 Months Ended
MORTGAGES, NOTES AND LOANS PAYABLE (Details 2)	Oct. 02, 2013 USD ($)	Sep. 11, 2013 a ft² item	Aug. 08, 2013	Aug. 06, 2013 USD ($)	Feb. 08, 2013 USD ($)	Aug. 15, 2012 USD ($)	Apr. 26, 2012 USD ($)	Feb. 02, 2012 USD ($) ft² item	Dec. 05, 2011 USD ($)	Sep. 30, 2013 USD ($) a item	Aug. 02, 2013 USD ($)	Jul. 26, 2013 USD ($)	Dec. 31, 2012 USD ($)	Nov. 14, 2012 ft² item	Jun. 30, 2012 USD ($)	May 31, 2012 USD ($)
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress pledged as collateral										$ 1,600,000,000
Total mortgages, notes and loans payable										765,980,000			$ 688,312,000
Outstanding principal balance of debt that is swapped to fixed rate through maturity										$ 172,000,000
Weighted average interest rate (as a percent)										3.75%			4.49%
Interest rate cap
Mortgages, notes and loans payable
Notional amount										$ 100,000,000
Loan to acquire company airplane
Mortgages, notes and loans payable
Maximum Facility Amount												$ 22,700,000
Fixed interest rate (as a percent)												3.00%
Periodic payments										1,000,000
6.875% Senior Notes Due 2021 \| Subsequent event
Mortgages, notes and loans payable
Fixed interest rate (as a percent)	6.875%
Amount of debt issued	$ 750,000,000
Net proceeds from the transaction	$ 739,600,000
Other Financing Arrangements
Mortgages, notes and loans payable
Total mortgages, notes and loans payable										21,694,000			$ 612,000
Master Planned Communities
Mortgages, notes and loans payable
Total mortgages, notes and loans payable										$ 233,317,000			$ 240,195,000
Master Planned Communities \| The Woodlands \| TWL Facility
Mortgages, notes and loans payable
Interest rate (as a percent)										2.93%			2.93%
Maximum Facility Amount				$ 270,000,000						$ 250,000,000
Total mortgages, notes and loans payable										$ 176,662,000			$ 176,704,000
Variable rate basis			one-month LIBOR	one-month LIBOR						one-month LIBOR
Interest rate margin (as a percent)			2.75%	4.00%
Term of debt instrument										3 years
Minimum interest rate (as a percent)				0.00%						5.00%
Extension period at borrower's option										1 year
Undrawn and available borrowing capacity										$ 73,300,000
Number of extension options \| item										2
Maximum facility amount at first extension option										$ 220,000,000
Maximum facility amount at second extension option										185,000,000
Master Planned Communities \| The Woodlands \| Term loan
Mortgages, notes and loans payable
Maximum Facility Amount										125,000,000
Master Planned Communities \| The Woodlands \| Revolving credit line
Mortgages, notes and loans payable
Maximum Facility Amount										$ 125,000,000
Master Planned Communities \| Bridgeland
Mortgages, notes and loans payable
Total mortgages, notes and loans payable															$ 18,100,000
Term of debt instrument										10 years
Period of real estate taxes and debt service required to be escrowed with the lender										1 year
Area of site (in acres) \| a										806
Period for which interest rate is fixed										5 years
Period for which interest rate is floating										5 years
Master Planned Communities \| 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
Master Planned Communities \| 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%
Fixed interest rate (as a percent)										5.50%
Annual principal payments as a percentage of outstanding principal balance										5.00%
Master Planned Communities \| Bridgeland \| Development Loan
Mortgages, notes and loans payable
Interest rate (as a percent)										5.00%
Maximum Facility Amount										$ 140,000,000
Maximum outstanding balance										30,000,000
Total mortgages, notes and loans payable										$ 5,950,000
Variable rate basis										LIBOR
Interest rate margin (as a percent)										3.25%
Term of debt instrument										3 years
Minimum interest rate (as a percent)										5.00%
Amount utilized										$ 39,200,000
Master Planned Communities \| Summerlin South \| S808/810
Mortgages, notes and loans payable
Interest rate (as a percent)										7.13%			7.13%
Total mortgages, notes and loans payable										$ 13,704,000			$ 22,185,000
Master Planned Communities \| Summerlin South \| S151
Mortgages, notes and loans payable
Interest rate (as a percent)										6.00%			6.00%
Total mortgages, notes and loans payable										$ 6,889,000			$ 10,501,000
Master Planned Communities \| Summerlin South \| S128C
Mortgages, notes and loans payable
Interest rate (as a percent)										6.05%			6.05%
Total mortgages, notes and loans payable										$ 5,625,000			$ 5,739,000
Master Planned Communities \| Summerlin South \| S132
Mortgages, notes and loans payable
Interest rate (as a percent)										6.00%			6.00%
Total mortgages, notes and loans payable										$ 4,423,000			$ 4,822,000
Master Planned Communities \| Summerlin South \| S108
Mortgages, notes and loans payable
Interest rate (as a percent)										5.95%			5.95%
Total mortgages, notes and loans payable										$ 946,000			$ 1,067,000
Master Planned Communities \| Summerlin South \| S128
Mortgages, notes and loans payable
Interest rate (as a percent)										7.30%			7.30%
Total mortgages, notes and loans payable										$ 747,000			$ 787,000
Master Planned Communities \| Summerlin South \| S124
Mortgages, notes and loans payable
Interest rate (as a percent)										5.95%			5.95%
Total mortgages, notes and loans payable										$ 305,000			$ 324,000
Operating Assets
Mortgages, notes and loans payable
Total mortgages, notes and loans payable										$ 506,814,000			$ 443,218,000
Operating Assets \| Capital lease obligation
Mortgages, notes and loans payable
Interest rate (as a percent)										3.60%			3.60%
Total mortgages, notes and loans payable										$ 12,000			$ 41,000
Operating Assets \| Victoria Ward
Mortgages, notes and loans payable
Interest rate (as a percent)										3.38%			3.38%
Maximum Facility Amount										$ 250,000,000
Total mortgages, notes and loans payable										$ 228,716,000			$ 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%
Weighted average interest rate (as a percent)										3.38%
Unused portion of the debt instrument										$ 21,300,000
Operating Assets \| Victoria Ward \| Minimum
Mortgages, notes and loans payable
Percentage of debt yield to draw additional loan proceeds										10.00%
Operating Assets \| Victoria Ward \| Maximum
Mortgages, notes and loans payable
Loan to value ratio to draw additional loan proceeds (as a percent)										65.00%
Operating Assets \| Millennium Waterway Apartments
Mortgages, notes and loans payable
Interest rate (as a percent)										3.75%			3.75%
Total mortgages, notes and loans payable										$ 55,584,000			$ 55,584,000			$ 55,600,000
Fixed interest rate (as a percent)										3.75%
Periodic payments										$ 257,418
Operating Assets \| 3 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)										3.94%	3.94%		3.94%
Total mortgages, notes and loans payable										$ 52,000,000	$ 52,000,000		$ 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
Operating Assets \| 4 Waterway
Mortgages, notes and loans payable
Interest rate (as a percent)										4.88%			4.88%
Total mortgages, notes and loans payable										$ 39,467,000			$ 40,140,000
Amount of borrowings									$ 41,000,000
Operating Assets \| Woodlands Resort and Conference Center
Mortgages, notes and loans payable
Interest rate (as a percent)										3.68%			3.68%
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 a non-recourse construction financing which repaid existing debt					$ 95,000,000
Number of extension options \| item										3
Number of rooms in property securing debt (in rooms) \| item										440
Area of land securing debt (in acres) \| a										40
Operating Assets \| 110 N. Wacker
Mortgages, notes and loans payable
Interest rate (as a percent)										5.21%			5.21%
Maximum Facility Amount										$ 29,000,000
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
Amount to which debt will amortize ratably through maturity following an interest-only period										$ 12,000,000
Operating Assets \| One Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)										2.83%
Maximum Facility Amount										$ 38,000,000
Total mortgages, notes and loans payable										$ 17,467,000			$ 10,000
Variable rate basis above specified limit										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														197,000
Number of extension options \| item										2
Option to extend, term										1 year
Operating Assets \| 70 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)										4.25%			4.25%
Total mortgages, notes and loans payable										$ 16,287,000			$ 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%
Estimated Increase in value of the participation obligation										$ 2,800,000
Operating Assets \| 20/25 Waterway
Mortgages, notes and loans payable
Interest rate (as a percent)										4.79%			4.79%
Total mortgages, notes and loans payable										$ 14,450,000			$ 14,450,000
Fixed interest rate (as a percent)							4.79%
Amount of borrowings							$ 14,500,000
Operating Assets \| 9303 New Trails
Mortgages, notes and loans payable
Interest rate (as a percent)										4.88%			4.88%
Total mortgages, notes and loans payable										$ 13,476,000			$ 13,706,000
Amount of borrowings									$ 14,000,000
Operating Assets \| Columbia Regional Building
Mortgages, notes and loans payable
Interest rate (as a percent)										2.18%
Maximum Facility Amount										$ 23,008,000
Total mortgages, notes and loans payable										$ 4,225,000
Variable rate basis below specified limit										prime rate
Variable rate basis above specified limit										one-month LIBOR
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
Strategic Developments
Mortgages, notes and loans payable
Total mortgages, notes and loans payable										$ 4,155,000			$ 4,287,000
Strategic Developments \| The Shops at Summerlin \| S108
Mortgages, notes and loans payable
Interest rate (as a percent)										5.95%			5.95%
Total mortgages, notes and loans payable										$ 520,000			$ 586,000
Strategic Developments \| The Shops at Summerlin \| S128
Mortgages, notes and loans payable
Interest rate (as a percent)										6.05%			6.05%
Total mortgages, notes and loans payable										$ 3,635,000			$ 3,701,000
Strategic Developments \| Two Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)										2.83%
Maximum Facility Amount										$ 41,230,000
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		197,000
Number of extension options \| item										2
Option to extend, term										1 year
Area of site (in acres) \| a		66
Number of spaces in parking garage \| item		630
Strategic Developments \| Hughes Landing \| Maximum
Mortgages, notes and loans payable
Number of office buildings \| item		11

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) $ in Millions	9 Months Ended
	Sep. 30, 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	Sep. 30, 2013	Dec. 31, 2012
Fair value of derivative instruments
Derivative liabilities	$ 4,696	$ 7,183
Interest Rate Swaps
Fair value of derivative instruments
Derivative liabilities	$ 4,696	$ 7,183

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) - Cash Flow Hedges - Interest Rate Swaps - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	$ (407)	$ (1,466)	$ 1,079	$ (4,627)
Amount of (Loss) Reclassified from AOCI into Earnings	$ 6	$ (512)	$ (1,041)	$ (1,512)

INCOME TAXES (Details) $ in Millions	3 Months Ended	9 Months Ended
INCOME TAXES (Details) $ in Millions	Sep. 30, 2013 USD ($)	Sep. 30, 2013 USD ($)	Dec. 31, 2012 USD ($)	Oct. 20, 2011 item	May 06, 2011 USD ($) item
Income taxes
Increase in tax indemnity receivable	$ 2.5
Reduction in the tax indemnity receivable due to interest income that was offset by the utilization of tax assets		$ 3.1
Increase in tax indemnity receivable due to the increase in the related interest income	1.8
Increase in tax indemnity receivable due to the increase in the remeasurement gain	0.7
Number of former taxable REIT subsidiaries subject to litigation for which motion is filed to consolidate cases \| item					2
Unrecognized tax benefits, excluding interest	95.1	95.1	$ 95.9
Accrued interest related to unrecognized tax benefits	42.2	42.2	36.6
Interest expense related to unrecognized tax benefits	1.7	$ 5.6
GGP
Income taxes
Percentage of certain taxes indemnified by related party		93.75%
Amount of interest income receivable on the Tax Indemnity receivable	$ 42.1	$ 42.1	$ 36.4
Amount of combined deficiencies determined by the IRS sought to be overturned by the petition filed					$ 144.1
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		$ 303.8

STOCK-BASED PLANS (Details) - $ / shares	1 Months Ended	3 Months Ended		9 Months Ended
STOCK-BASED PLANS (Details) - $ / shares	May 31, 2013	Jun. 30, 2013	Jun. 30, 2012	Sep. 30, 2013
Stock Options
Stock Options
Stock Options Outstanding at the beginning of the period (in shares)				861,940
Granted (in shares)				93,600
Forfeited (in shares)				(24,600)
Stock Options Outstanding at the end of the period (in shares)				930,940
Weighted Average Exercise Price
Stock Options Outstanding at the beginning of the period (in dollars per share)				$ 59.17
Granted (in dollars per share)				94.81
Forfeited (in dollars per share)				58.41
Stock Options Outstanding at the end of the period (in dollars per share)				$ 62.77
Expiration period				10 years
Exercisable period				5 years
Period of services after which restrictions on shares lapse	4 years
Vesting period of options granted	4 years
Restricted stock
Weighted Average Exercise Price
Period of services after which restrictions on shares lapse				4 years
Shares that vest on a graduated scale based on total shareholder return in 2017 (as a percent)				50.00%
Restricted stock activity
Restricted stock outstanding at the beginning of the period (in shares)				57,933
Granted (in shares)		66,038		77,432
Vested (in shares)				(13,033)
Restricted stock outstanding at the end of the period (in shares)				122,332
Weighted Average Grant Date Fair Value
Restricted stock outstanding at the beginning of the period (in dollars per share)				$ 65.72
Granted (in dollars per share)		$ 101.77		79.77
Vested (in dollars per share)				60.15
Restricted stock outstanding at the end of the period (in dollars per share)				$ 75.21
Restricted stock \| Certain non-employee directors
Restricted stock activity
Granted (in shares)		11,394	13,033
Weighted Average Grant Date Fair Value
Granted (in dollars per share)		$ 97.72	$ 60.15

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Prepaid Expenses and Other Assets
Special Improvement District receivable	$ 39,667	$ 39,659
Equipment	22,301
Tenant and other receivables	4,959	2,346
Federal income tax receivable	5,913	5,367
Prepaid expenses	7,266	4,757
Condominium deposits		19,616
Security and escrow deposits	15,007	12,865
Uncertain tax position asset	14,756	12,801
Intangibles	3,714	3,714
Other	6,671	8,592
Total prepaid expenses and other assets	151,434	143,470
Increase in prepaid expenses and other assets	7,900
Decrease in condominium deposits	19,600
Increase in tenant and other receivables	2,600
Increase in equipment related to the airplane purchase	22,300
Accounts Payable and Accrued Expenses
Construction payables	63,694	17,501
Accounts payable and accrued expenses	53,402	39,634
Condominium deposits		19,616
Membership deposits	23,136	20,248
Deferred income	20,956	7,767
Accrued interest	6,123	2,425
Accrued real estate taxes	8,262	6,622
Tenant and other deposits	11,891	8,096
Insurance reserve	2,087	9,037
Accrued payroll and other employee liabilities	13,035	11,514
Special assessment	2,868	2,868
Interest rate swaps	4,696	7,183
Other	11,360	15,420
Total accounts payable and accrued expenses	223,980	170,521
Increase in accounts payable and accrued expenses	53,500
Increase in construction payables	46,200
Increase in deferred income	13,200
Increase in accounts payable and accrued expenses	13,800
Accrual for a lease terminations	8,600
Decrease in condominium deposits	19,600
Ward Centers
Prepaid Expenses and Other Assets
Increase in tenant and other receivables	2,000
Below-market ground leases
Prepaid Expenses and Other Assets
Net carrying amount	20,087	20,341
Above-market tenant leases
Prepaid Expenses and Other Assets
Net carrying amount	1,147	1,896
In-place value tenant leases
Prepaid Expenses and Other Assets
Net carrying amount	9,946	11,516
Above-market ground leases
Accounts Payable and Accrued Expenses
Net carrying amount	$ 2,470	$ 2,590

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period			$ (9,575)
Other comprehensive income (loss)	$ (706)	$ (1,282)	1,096	$ (4,012)
Balance at the end of the period	(8,479)		(8,479)
Gains and Losses on Cash Flow Hedges
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	(7,773)		(9,575)
Other comprehensive income before reclassifications	(700)		55
Amounts reclassified from accumulated other comprehensive income (loss)	(6)		1,041
Other comprehensive income (loss)	(706)		1,096
Balance at the end of the period	$ (8,479)		$ (8,479)

- 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		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes	$ (5,172)	$ (2,618)	$ (21,012)	$ (7,703)
Net income (loss)	7,433	$ (50,192)	(92,233)	$ (126,724)
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 (expense)	76		(831)
Provision for income taxes	(70)		(210)
Net income (loss)	$ 6		$ (1,041)

- 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. 27, 2013	Sep. 30, 2013	Dec. 31, 2012
COMMITMENTS AND CONTINGENCIES
Amount of outstanding letters of credit and surety bonds		$ 51,200,000	$ 49,300,000
Non binding letter of intent with New York City Economic Authority
Commitments
Annual fixed rent	$ 1,200,000
Annual rent escalation rate (as a percent)	3.00%
Additional annual rent payments to be made through the term of the lease	$ 210,000
Rent credit to be received	$ 1,500,000
Maximum period for rent credit	30 months

- Definition

The increases or decreases in lease payments that result from changes occurring after the inception of the lease in the factors (other than the passage of time) on which lease payments are based, except that any escalation of minimum lease payments relating to increases in construction or acquisition cost of the leased property or for increases in some measure of cost or value during the construction or preconstruction period, are excluded from contingent rentals. Contingent rentals also may include amounts for which the triggering events have not yet occurred or the specified targets for which have not yet been achieved (such as sales based percentage rent), but which events are considered probable of occurring or which specified targets are considered probable of being achieved.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 840
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41499-112717

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 840
-SubTopic 10
-Section 55
-Paragraph 40
-Subparagraph (Note 3)
-URI http://asc.fasb.org/extlink&oid=6584154&loc=d3e38371-112697

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Contingent Rentals
-URI http://asc.fasb.org/extlink&oid=6508509

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 840
-SubTopic 10
-Section 25
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=7579899&loc=d3e35050-112683

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 840
-SubTopic 10
-Section 40
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6452616&loc=d3e36728-112689

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 840
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6452660&loc=d3e36991-112694

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 98-9
-Paragraph 17
-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 13
-Paragraph 16
-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 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 13
-Paragraph 106, 122
-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

This element represents the payments that the lessee is obligated to make or can be required to make in connection with a property under the terms of an agreement classified as an operating lease, excluding contingent rentals and a guarantee by the lessee of the lessor's debt and the lessee's obligation to pay (apart from the rental payments) executory costs such as insurance, maintenance, and taxes.

+ References + Details

COMMITMENTS AND CONTINGENCIES (Details 2) - Damage due to flooding - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Insurance recoveries
Insurance recoveries collected		$ 11.0
Pre-tax gain recognized	$ 3.0

SEGMENTS (Details)	9 Months Ended
SEGMENTS (Details)	Sep. 30, 2013 item
SEGMENTS
Number of reportable segments	3

SEGMENTS (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
SEGMENTS (Details 2) - USD ($) $ in Thousands	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Segments reporting
Land sales	$ 53,734	$ 40,218	$ 166,981	$ 120,235
Builder price participation	2,002	1,867	5,703	4,208
Minimum rents	21,538	23,135	60,598	62,609
Tenant recoveries	5,291	6,065	15,681	17,932
Condominium rights and unit sales	810		31,191	267
Other land revenues	7,478	6,385	14,110	13,433
Resort and conference center revenues	8,169	8,328	30,543	29,954
Other rental and property revenues	4,492	8,817	15,850	19,879
Total revenues	103,514	94,815	340,657	268,517
Cost of sales - land	27,063	21,439	82,616	63,096
Condominium rights and unit cost of sales	406		15,678	96
Other property operating costs	22,626	16,933	55,480	46,306
Rental property real estate taxes	3,698	3,574	10,814	10,583
Rental property maintenance costs	2,048	2,263	5,996	6,304
Resort and conference center operations	7,381	6,965	22,537	21,750
Provision for doubtful accounts	204	240	910	285
Demolition costs	1,386		1,386
Depreciation and amortization	9,986	6,764	23,210	17,715
Interest income	(2,061)	(2,375)	(6,484)	(7,048)
Interest expense	1	445	144	646
Equity in Earnings from Real Estate Affiliates	(3,594)	(310)	(12,034)	(3,432)
REP EBT	23,408	26,830	107,450	74,946
Master Planned Communities
Segments reporting
Land sales	53,734	40,218	166,981	120,235
Builder price participation	2,002	1,867	5,703	4,208
Minimum rents	196	130	585	384
Other land revenues	3,579	6,385	10,211	13,401
Other rental and property revenues		(7)		28
Total revenues	59,511	48,593	183,480	138,256
Cost of sales - land	27,063	21,439	82,616	63,096
Land sales operations	7,393	8,209	22,705	25,382
Land sales real estate and business taxes	2,370	1,751	5,348	5,533
Depreciation and amortization	10	64	25	67
Interest income		(49)	(16)	(179)
Interest expense	(3,689)	(3,638)	(13,295)	(10,709)
Total expenses	33,147	27,776	97,383	83,190
REP EBT	26,364	20,817	86,097	55,066
Operating Assets
Segments reporting
Minimum rents	21,160	22,788	59,427	61,532
Tenant recoveries	5,254	6,030	15,547	17,817
Resort and conference center revenues	8,169	8,328	30,543	29,954
Other rental and property revenues	4,493	4,342	14,538	15,307
Total revenues	39,076	41,488	120,055	124,610
Other property operating costs	18,688	14,853	50,205	43,274
Rental property real estate taxes	3,148	2,934	9,054	8,160
Rental property maintenance costs	1,906	2,126	5,594	5,851
Resort and conference center operations	7,381	6,965	22,537	21,750
Provision for doubtful accounts	201	237	907	386
Depreciation and amortization	9,171	6,440	21,687	16,969
Interest income	(32)	(48)	(122)	(134)
Interest expense	4,017	4,313	14,715	11,373
Equity in Earnings from Real Estate Affiliates	(647)	(310)	(3,743)	(3,432)
Total expenses	43,833	37,510	120,834	104,197
REP EBT	(4,757)	3,978	(779)	20,413
Strategic Developments
Segments reporting
Minimum rents	182	217	586	693
Tenant recoveries	38	35	135	115
Condominium rights and unit sales	810		31,191	267
Other land revenues	3,899		3,899	32
Other rental and property revenues	(2)	4,482	1,311	4,544
Total revenues	4,927	4,734	37,122	5,651
Condominium rights and unit cost of sales	406	(24)	15,678	143
Other property operating costs	3,940	2,080	5,277	3,032
Rental property real estate taxes	549	640	1,759	2,423
Rental property maintenance costs	142	137	402	453
Provision for doubtful accounts	3	3	3	(101)
Demolition costs	1,386		1,386
Depreciation and amortization	48	56	139	173
Interest expense	(401)	(193)	(1,363)	61
Equity in Earnings from Real Estate Affiliates	(2,947)		(8,291)
Total expenses	3,126	2,699	14,990	6,184
REP EBT	$ 1,801	$ 2,035	$ 22,132	$ (533)

SEGMENTS (Details 3) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
SEGMENTS (Details 3) - USD ($) $ in Thousands	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Reconciliation of REP EBT to GAAP net income (loss)
General and administrative	$ (11,914)	$ (11,464)	$ (34,310)	$ (28,021)
Corporate interest income, net	2,061	2,375	6,484	7,048
Warrant liability loss	(4,479)	(64,303)	(148,706)	(162,724)
Provision for income taxes	(5,172)	(2,618)	(21,012)	(7,703)
Increase (reduction) in tax indemnity receivable	730	(2,873)	(8,673)	(11,655)
Other income	3,662	2,125	8,118	2,125
Unallocated amount to segment
Reconciliation of REP EBT to GAAP net income (loss)
REP EBT	23,408	26,830	107,450	74,946
General and administrative	(11,914)	(11,464)	(34,310)	(28,021)
Corporate interest income, net	1,955	2,315	6,259	6,814
Warrant liability loss	(4,479)	(64,303)	(148,706)	(162,724)
Provision for income taxes	(5,172)	(2,618)	(21,012)	(7,703)
Increase (reduction) in tax indemnity receivable	730	(2,873)	(8,673)	(11,655)
Other income	3,662	2,125	8,118	2,125
Corporate depreciation	(757)	(204)	(1,359)	(506)
Net income (loss)	$ 7,433	$ (50,192)	$ (92,233)	$ (126,724)

SEGMENTS (Details 4) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
SEGMENTS (Details 4) - USD ($) $ in Thousands	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 103,514	$ 94,815	$ 340,657	$ 268,517
Master Planned Communities
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	59,511	48,593	183,480	138,256
Operating Assets
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	39,076	41,488	120,055	124,610
Strategic Developments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 4,927	$ 4,734	$ 37,122	$ 5,651

SEGMENTS (Details 5) - USD ($) $ in Thousands	9 Months Ended
SEGMENTS (Details 5) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Reconciliation of total segment assets to total assets
Total segment assets	$ 3,219,531	$ 2,989,474
Total assets	3,719,230	3,503,042
Master Planned Communities
Reconciliation of total segment assets to total assets
Total segment assets	1,792,635	1,756,625
Operating Assets
Reconciliation of total segment assets to total assets
Total segment assets	1,130,601	944,562
Additional information
Increase (decrease) in assets	186,000
Increase (decrease) in capital spending related to development activities	85,600
Strategic Developments
Reconciliation of total segment assets to total assets
Total segment assets	296,295	288,287
Strategic Developments \| 3 Waterway Square
Additional information
Reclassification of assets	61,800
Strategic Developments \| One Hughes Landing
Additional information
Reclassification of assets	37,800
Corporate and other
Reconciliation of total segment assets to total assets
Total assets	$ 499,699	$ 513,568

SUBSEQUENT EVENT (Details)					3 Months Ended
SUBSEQUENT EVENT (Details)	Oct. 30, 2013 USD ($)	Oct. 24, 2013 USD ($) item	Oct. 04, 2013 USD ($) a ft² item	Oct. 02, 2013 USD ($)	Dec. 31, 2013 USD ($)	Sep. 30, 2013 USD ($)	Dec. 31, 2012 USD ($)
Subsequent events
Mortgages, notes and loans payable						$ 765,980,000	$ 688,312,000
Head Acquisition, LP ("Head")
Subsequent events
Deferred tax asset due to book/tax basis differences						$ 76,400,000
Subsequent event \| Head Acquisition, LP ("Head")
Subsequent events
Net cash proceeds	$ 13,300,000
Gain from sale					$ 8,500,000
Subsequent event \| Joint venture partner
Subsequent events
Number of units in Class A apartment building to be constructed \| item			437
Area of real estate property to be constructed (in square feet) \| ft²			31,000
Area of land contributed to the joint venture (in acres) \| a			5
Book value of the land contributed to joint venture			$ 4,000,000
Transaction value of the land contributed to joint venture			23,400,000
Transaction value, per constructed unit of land contributed to joint venture			$ 53,500
Subsequent event \| 6.875% Senior Notes Due 2021
Subsequent events
Aggregate principal amount of debt issued				$ 750,000,000
Interest rate (as a percent)				6.875%
Maximum percentage of Notes that can be redeemed using proceeds from equity offerings at any time prior to October 1, 2016				35.00%
Percentage of principal amount at which Notes can be redeemed				106.875%
Subsequent event \| Construction loan \| Outlet at Riverwalk
Subsequent events
Mortgages, notes and loans payable		$ 64,400,000
Variable rate basis		one-month LIBOR
Interest rate margin (as a percent)		2.75%
Number of extension options \| item		2
Option to extend, term		1 year