View Filing Data

Capitalized swap interest

$ (23,520)

$ (73,695)

$ (127,543)

Other comprehensive income (loss):

Interest rate swaps

^[1]

1,003

2,542

(2,770)

^[2]

(493)

(1,189)

(1,227)

Other comprehensive income (loss)

510

1,353

(3,997)

Comprehensive loss

(23,010)

(72,342)

(131,540)

Comprehensive income attributable to noncontrolling interests

(11)

(95)

(745)

Comprehensive loss attributable to common stockholders

$ (23,021)

$ (72,437)

$ (132,285)

[1]	Net of deferred tax expense of $0.2 million and $0.5 million, and deferred tax benefit of $0.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.
[2]	Net of deferred tax benefit of $0.2 million, $0.6 million, and $0.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical)-K - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense (benefit)	$ 0.2	$ (0.5)	$ (0.1)
Capitalized swap interest, deferred tax benefit	$ 0.2	$ 0.6	$ 0.7

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

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Accumulated Other Comprehensive Income (Loss) [Member]

Noncontrolling Interest [Member]

Total

Balance at Dec. 31, 2011

$ 379

$ 2,711,109

$ (381,325)

$ (5,578)

$ 5,014

$ 2,329,599

Balance (in shares) at Dec. 31, 2011

37,945,707

Increase (Decrease) in Stockholders' Equity

Interest rate swaps, net of tax $184, $(486) and $55 for the year ended December 2014, 2013 and 2012, respectively

(128,288)

745

(127,543)

(2,770)

^[1]

Capitalized swap interest, net of tax $199, $635 and $724 for the year ended December 2014, 2013 and 2012, respectively

(1,227)

^[2]

Warrants exercised

$ 15

108,645

$ 108,660

Warrants exercised (in shares)

1,525,272

Stock plan activity

$ 1

4,277

$ 4,278

Stock plan activity (in shares)

27,933

Balance at Dec. 31, 2012

$ 395

2,824,031

(509,613)

(9,575)

5,759

2,310,997

Balance (in shares) at Dec. 31, 2012

39,498,912

Increase (Decrease) in Stockholders' Equity

Distribution to noncontrolling interest

(73,790)

(73,695)

720

Preferred dividend payment on behalf of subsidiary

(12)

Interest rate swaps, net of tax $184, $(486) and $55 for the year ended December 2014, 2013 and 2012, respectively

2,542

^[1]

Capitalized swap interest, net of tax $199, $635 and $724 for the year ended December 2014, 2013 and 2012, respectively

(1,189)

^[2]

Stock plan activity

$ 1

5,782

5,783

Stock plan activity (in shares)

77,432

Balance at Dec. 31, 2013

$ 396

2,829,813

(583,403)

(8,222)

6,562

2,245,146

Balance (in shares) at Dec. 31, 2013

39,576,344

Increase (Decrease) in Stockholders' Equity

Distribution to noncontrolling interest

(23,531)

(23,520)

(2,818)

Preferred dividend payment on behalf of subsidiary

(12)

Interest rate swaps, net of tax $184, $(486) and $55 for the year ended December 2014, 2013 and 2012, respectively

1,003

^[1]

Capitalized swap interest, net of tax $199, $635 and $724 for the year ended December 2014, 2013 and 2012, respectively

(493)

^[2]

Stock plan activity

8,200

Stock plan activity (in shares)

61,750

Balance at Dec. 31, 2014

$ 396

$ 2,838,013

$ (606,934)

$ (7,712)

$ 3,743

$ 2,227,506

Balance (in shares) at Dec. 31, 2014

39,638,094

[1]	Net of deferred tax expense of $0.2 million and $0.5 million, and deferred tax benefit of $0.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.
[2]	Net of deferred tax benefit of $0.2 million, $0.6 million, and $0.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical)-K - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Interest rate swaps, tax	$ 184	$ (486)	$ 55
Capitalized swap interest, tax	$ 199	$ 635	$ 724

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-K - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Cash Flows from Operating Activities:
Net loss	$ (23,520)	$ (73,695)	$ (127,543)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation	50,683	29,637	19,455
Amortization	5,275	4,208	4,974
Amortization of deferred financing costs	4,378	2,952	1,418
Amortization of intangibles other than in-place leases	668	213	96
Straight-line rent amortization		(3,652)	(757)
Deferred income taxes	65,010	8,352	4,448
Gain on disposition of assets	(2,373)	(8,483)
Restricted stock and stock option amortization	8,200	5,782	4,277
Warrant liability loss	60,520	181,987	185,017
Reduction (increase) in tax indemnity receivable	(90)	1,206	20,260
Interest income related to tax indemnity	(21,510)	(2,078)	(8,111)
Loss on settlement of tax indemnity receivable	74,095
Equity in earnings from Real Estate and Other Affiliates, net of distributions	11,222	(7,121)	(35)
Provision for doubtful accounts	1,404	836	1,224
Master Planned Community land acquisitions	(100,913)	(5,667)
Master Planned Community development expenditures	(140,735)	(133,590)	(107,144)
Master Planned Community cost of sales	110,885	112,695	87,499
Condominium development expenditures	(75,990)	(21,213)
Condominium and other cost of sales	49,995	16,572	96
Proceeds from sale of condominium rights		47,500
Percentage of completion revenue recognition from sale of condominium rights and units	(83,565)	(32,969)
Non-monetary consideration relating to land transactions	(17,406)
Proceeds received on settlement of tax indemnity receivable	138,000
IRS payment for tax court decision	(203,298)
Net changes:
Accounts and notes receivable	45,209	5,935	51,571
Prepaid expenses and other assets	(6,311)	(1,591)	4,110
Condominium deposits received	139,187
Deferred expenses	(36,641)	(19,364)	(1,995)
Accounts payable and accrued expenses	37,213	20,333	15,112
Condominium deposits held in escrow	(139,187)
Other, net	(8,720)	547	(908)
Cash provided by (used in) operating activities	(58,315)	129,332	153,064
Cash Flows from Investing Activities:
Property and equipment expenditures	(8,521)	(31,768)	(1,226)
Operating property improvements	(6,299)	(17,231)	(14,201)
Property developments and redevelopments	(759,003)	(221,071)	(58,940)
Proceeds from insurance claims	12,901
Proceeds from dispositions	11,953	10,814
Acquisition of properties			(2,721)
Proceeds from sales of investment in Real Estate Affiliates		13,270	8,579
Investments in Real Estate and Other Affiliates, net	(6,248)	(4,035)	(4,552)
Change in restricted cash	20,930	(17,204)	(15,164)
Cash used in investing activities	(746,456)	(294,325)	(81,349)
Cash Flows from Financing Activities:
Proceeds from issuance of mortgages, notes and loans payable	597,553	1,120,102	68,410
Principal payments on mortgages, notes and loans payable	(120,182)	(279,721)	(55,832)
Deferred financing costs	(7,085)	(6,594)	(2,114)
Preferred dividend payment on behalf of REIT subsidiary	(12)	(12)
Distributions to noncontrolling interests		(3,031)
Purchase of Sponsors Warrants			(80,548)
Cash provided by (used in) financing activities	470,274	830,744	(70,084)
Net change in cash and cash equivalents	(334,497)	665,751	1,631
Cash and cash equivalents at beginning of period	894,948	229,197	227,566
Cash and cash equivalents at end of period	560,451	894,948	229,197
Supplemental Disclosure of Cash Flow Information:
Interest paid	84,497	30,600	28,857
Interest capitalized	46,513	37,470	27,571
Income taxes paid	204,898	2,268	1,202
Non-Cash Transactions:
Special Improvement District bond transfers associated with land sales	8,786	14,376	(3,033)
Property developments and redevelopments	38,567	85,609	8,384
Retirement of Sponsors Warrants and issuance of 1,525,272 shares of common stock			(76,264)
Millennium Waterway Apartments
Cash Flows from Investing Activities:
Distribution from Millennium Waterway Apartments			6,876
Acquisition of Properties:
Land			(15,917)
Building			(56,002)
Other assets			(2,670)
Mortgages, notes and loans payable			(55,584)
Other liabilities			(755)
Reduction in investments in Real Estate Affiliates due to the acquisition			(22,405)
Columbia Corporate Center 70 [Member]
Acquisition of Properties:
Land			(1,281)
Building			(13,089)
Other assets			(2,957)
Mortgages, notes and loans payable			(16,037)
Other liabilities			(1,290)
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)
1701 Lake Robbins
Cash Flows from Investing Activities:
Acquisition of properties	(1,484)
Acquisition of Properties:
Land	(1,663)
Building	(3,725)
Other assets	(848)
Mortgages, notes and loans payable	(4,600)
Other liabilities	(152)
Columbia Corporate Center 10-60
Acquisition of Properties:
Land	(23,404)
Building	(79,247)
Other assets	(28,997)
Other liabilities	(1,648)
85 South Street
Cash Flows from Investing Activities:
Acquisition of properties	(20,071)
Non-Cash Transactions:
Accrued interest included in construction loan payable	4,785
Contribution of land to noncontrolling interests	2,818
Acquisition of Properties:
Building	(3,979)
Below market lease obligation	3,979
KR Holdings LLC
Cash Flows from Investing Activities:
Investments in Real Estate and Other Affiliates, net	$ 9,386	(16,750)
Summerlin Las Vegas Baseball Club LLC
Cash Flows from Investing Activities:
Investments in Real Estate and Other Affiliates, net		$ (10,350)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)-K	12 Months Ended
	Dec. 31, 2012 shares
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Issuance of shares of common stock	1,525,272

ORGANIZATION-K	12 Months Ended
ORGANIZATION-K	Dec. 31, 2014
ORGANIZATION
ORGANIZATION	NOTE 1 ORGANIZATION General The Howard Hughes Corporation’s (“HHC” or the “Company”) mission is to be the preeminent developer and operator of Master Planned Communities and mixed‑use properties. We specialize in the development of master planned communities and the ownership, management and development or repositioning of real estate assets currently generating revenues, also called operating assets, as well as other strategic real estate opportunities in the form of entitled and unentitled land and other development rights, also called strategic developments. We are a Delaware corporation that was formed on July 1, 2010. Unless the context otherwise requires, references to “we,” “us” and “our” refer to HHC and its subsidiaries. Management has evaluated all material events occurring subsequent to the date of the Consolidated Financial Statements up to the date and time this Annual Report is filed.

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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-K

12 Months Ended

Dec. 31, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), with all intercompany balances eliminated. The presentation includes the accounts of the Company, and those entities in which we have a controlling financial interest. The noncontrolling equity holders’ share of the assets, liabilities and operations are reflected in noncontrolling interests within permanent equity. The company also consolidates certain variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810 (“ASC 810”) Consolidation (see “Real Estate and Other Affiliates” below). Certain amounts in 2012 and 2013 have been reclassified to conform to 2014 presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates and assumptions have been made with respect to revenue recognition accounted for under the percentage of completion method, capitalization of development costs, provision for income taxes, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs, the fair value of warrants, debt and options granted. Actual results could differ from these and other estimates.

From time to time, we may reassess the strategies for certain buildings and improvements which subsequently cause a reassessment of useful lives. As a result, we recognized an additional $10.8 million, or $0.27 per diluted share, and $1.2 million, or $0.03 per diluted share, in depreciation during the years ended December 31, 2014 and 2013, respectively, due to the change in useful lives of these buildings and improvements.

Investment in Real Estate

Master Planned Community Assets, Land, Buildings and Equipment

Real estate assets are stated at cost less any provisions for impairments. Tenant improvements relating to our operating assets, are capitalized and depreciated over the shorter of their economic lives or the lease term. Maintenance and repair costs are charged to expense when incurred. Expenditures for significant improvements are capitalized.

We periodically review the estimated useful lives of properties. Depreciation or amortization expense is computed using the straight‑line method based upon the following estimated useful lives:


Asset Type		Years
Buildings and improvements		10 - 45
Equipment, tenant improvements and fixtures		5 - 10
Computer hardware and software, and vehicles		3 - 5

Developments

Development costs, which generally include legal and professional fees and other directly‑related third‑party costs associated with specific development properties, are capitalized as part of the property being developed. In the event that management no longer has the ability or intent to complete a development, the costs previously capitalized are expensed.

Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest and insurance costs incurred during construction periods are also capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Demolition costs associated with these redevelopments are expensed as incurred.

Our Developments are made up of the following categories:


	December 31,
	2014		2013
	(In thousands)
Land & improvements	$	164,280	$	194,282
Development costs		667,228		293,874
Condominium		82,795		-
Total Developments	$	914,303	$	488,156

Real Estate and Other Affiliates

In the ordinary course of business, we enter into partnerships or joint ventures primarily for the development and operation 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 generally proportionate to the ownership interest. We evaluate these partnerships and joint ventures for consolidation in accordance with 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 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 VIEs for which we are not considered to be the primary beneficiary, but have significant influence, using the equity method and investments in VIEs where we do not have significant influence on the joint venture’s operating and financial policies using the cost method.

We account for investments in joint ventures where we own a non‑controlling interest using the equity method, and investments in joint ventures where we have virtually no influence on the joint venture’s operating and financial policies, on the cost method. Under the equity method, the cost of our investment is adjusted for our share of the equity in earnings or losses of such Real Estate Affiliates from the date of investment and reduced by distributions received. 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. We generally also share in the profit and losses, cash flows and other matters relating to our Real Estate Affiliates in accordance with our respective ownership percentages. For cost method investments, we recognize earnings to the extent of distributions received from such investments.

Acquisitions of Properties

We account for the acquisition of real estate properties constituting a business in accordance with ASC 805 (“ASC 805) Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their fair values on the date of acquisition.

The fair-value of tangible assets of an acquired property (which includes land, buildings, and improvements) is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, buildings and improvements based on management’s determination of the fair-value of these assets. The “as-if-vacant” values are derived from several sources which primarily include a discounted cash flow analysis using discount and capitalization rates based on recent comparable market transactions, where available.

The value of acquired intangible assets consisting of in-place and above-market and below-market leases is recorded based on a variety of considerations. In-place lease considerations include, but are not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases (i.e. the market cost to execute a lease, including leasing commissions and tenant improvements); (2) the value associated with lost revenue related to tenant reimbursable operating costs incurred during the assumed lease-up period (i.e. real estate taxes, insurance and certain other operating expenses); and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Above-market and below-market leases are valued at the present value, using a discount rate that reflects the risks associated with the leases acquired, of the difference between (1) the contractual amounts to be paid pursuant to the in-place lease; and (2) management’s estimate of current market lease rates, measured over the remaining non-cancelable lease term, including any below market renewal option periods.

Impairment

We review our real estate assets (including those held by our Real Estate Affiliates), operating assets, land held for development and sale and developments for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. GAAP related to the impairment or disposal of long‑lived assets requires that if impairment indicators exist and that expected undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision should be recorded. If impaired, the carrying amount of the asset is written down to its fair value. The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above or below market rate of return.

Impairment indicators for our assets or projects within our Master Planned Communities segment are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs or cancellation rates, and projected losses on expected future sales. Master Planned Community assets have extended life cycles that may last 20 to 40 years and have few long‑term contractual cash flows. Further, Master Planned Community assets generally have minimal to no residual values because of their liquidating characteristics. Master Planned Community development periods often occur through several economic cycles. Subjective factors such as the expected timing of property development and sales, optimal development density and sales strategy impact the timing and amount of expected future cash flows and fair value.

Impairment indicators for our Operating Assets segment are assessed separately for each property and include, but are not limited to, significant decreases in net operating income, significant decreases in occupancy, or low occupancy and significant net operating losses.

Impairment indicators for development costs in our Strategic Developments segment, which are typically costs incurred during the beginning stages of a potential development, and developments in progress are assessed by project and include, but are not limited to, significant changes in projected completion dates, revenues or cash flows, development costs, market factors, significant decreases in comparable property sale prices and feasibility.

The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset or, for Master Planned Communities, is expensed as a cost of sales when land is sold. Assets that have been impaired will in the future have lower depreciation and cost of sale expenses. The impairment will have no impact on cash flow.

With respect to our investment in Real Estate Affiliates, a series of operating losses of an underlying asset or other factors may indicate that a decrease in value has occurred which is other‑than‑temporary. The investment in each Real Estate Affiliate 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. In addition to the property‑specific impairment analysis that we perform on the underlying assets of the Real Estate Affiliates’ land held for development and sale and developments owned by such Real Estate Affiliates, we also consider the ownership and distribution preferences and limitations and rights to sell and repurchase our ownership interests.

Cash and Cash Equivalents

Cash and marketable securities consist of highly-liquid investments with maturities at date of purchase of three months or less and are deposited with major banks throughout the United States. Such deposits are in excess of FDIC limits and are placed with high quality institutions in order to minimize concentration of counterparty credit risk.

Revenue Recognition and Related Matters

Land Sales Revenue

Revenues from land sales are recognized using the full accrual method at closing, when title has passed to the buyer, adequate consideration for the land has been received and we have no continuing involvement with the property. Revenue that is not recognized under the full accrual method is deferred and recognized when the required obligations are met or using the installment or cost recovery methods. Revenue related to builder price participation rights is recognized as the underlying homes are sold by homebuilders.

We determine the cost of real estate sold using the relative sales value method. When we sell real estate, the cost of real estate sales includes both costs incurred and estimates of future development costs benefiting the property through completion. Estimates of future revenues and development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale. For certain parcels of land, however, the specific identification method is used to determine the cost of sales, including acquired parcels that we do not intend to develop or for which development was complete at the date of acquisition.

Rental Revenue

Revenue associated with our operating assets includes minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries and overage rent.

Minimum rent revenues are recognized on a straight‑line basis over the terms of the related leases. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues also include amortization related to above and below‑market tenant leases on acquired properties.

Recoveries from tenants are stipulated in the leases and are generally computed based upon a formula related to real estate taxes, insurance and other real estate operating expenses and are generally recognized as revenues in the period the related costs are incurred.

Overage rent is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease.

Condominium Rights and Unit Sales

Revenue recognition for contracted individual units in a condominium project are accounted for under the percentage of completion method when the following criteria are met: a) construction is beyond a preliminary stage; b) buyer is unable to require a refund of its deposit, except for non‑delivery of the unit; c) sufficient units are sold to assure that it will not revert to a rental property; d) sales prices are collectible; and e) aggregate sales proceeds and costs can be reasonably estimated. Those units that do not meet the criteria use the full accrual method or deposit method which defers revenue recognition until the unit is closed.

Revenue recognized on the percentage-of-completion method is based upon the ratio of project costs incurred to date compared to total estimated project cost. Total estimated project costs include direct costs such as the carrying value of our land, site planning, architectural, construction costs, financing costs and indirect cost allocations for certain infrastructure and amenity costs which benefit the project based upon the relative fair value of the land prior to development. Changes in estimated project costs, impact the amount of revenue and profit recognized on a percentage of completion basis during the period in which they are determined and future periods.

Resort and Conference Center Revenue

Revenue for the resort and conference center is recognized as services are performed and primarily represents room rentals and food and beverage sales.

Other Income

Other income for the year ended December 31, 2014 primarily relates to a $27.0 million gain on insurance recoveries related to casualty losses at South Street Seaport from Superstorm Sandy and $2.4 million related to the sale of the Redlands Promenade property.

Other income for the year ended December 31, 2013 includes a $12.2 million gain on insurance recoveries relating to South Street Seaport, an $8.5 million gain recognized on the sale of our Head Acquisition, LP interest, a $4.5 million favorable legal settlement relating to the British Petroleum oil spill in the Gulf of Mexico in 2010, a $1.0 million gain from the sale of Alameda Plaza, a $0.7 million gain on the sale of Parcel D into a joint venture and a $0.6 million gain from the sale of Rio West Mall.

Marketing and advertising

Our Strategic Development, Operating Assets and Master Planned Community segments incur various marketing and advertising costs as part of their development, branding, leasing or sales initiatives. These costs include special events, broadcasts, direct mail and online digital and social media programs, and they are expensed as incurred.

Accounts Receivable

Accounts receivable includes tenants, tenant recoveries, and other receivables, and straight‑line rent receivables.

Straight‑line rent receivables represent rental revenues recognized in excess of amounts currently due under lease agreements. Such amounts totaling $13.5 million as of December 31, 2014 and $10.2 million as of December 31, 2013, are included in Accounts receivable, net in our Consolidated Balance Sheets.

We record allowances against our receivables that we consider uncollectible. These allowances are reviewed periodically and are adjusted based on management’s estimate of receivables that will not be realized in subsequent periods. We also maintain an allowance for receivables arising from the straight‑lining of rents. Management exercises judgment in establishing these allowances and considers payment history, current credit status and if the tenant is currently occupying the space in developing these estimates. The allowance against our straight‑line rent receivable is based on historical experience with early lease terminations, as well as specific review of significant tenants and tenants that are having known financial difficulties.

The following table summarizes the changes in allowance for doubtful accounts against our accounts receivables:


	2014		2013		2012
	(In thousands)
Balance as of January 1	$	7,390	$	8,914	$	8,496
Change in provision		1,404		836		1,224
Write-offs		(1,175)		(2,360)		(806)
Balance as of December 31	$	7,619	$	7,390	$	8,914

Municipal Utility District receivables

In Houston, Texas, certain development costs are reimbursable through the creation of Municipal Utility District (“MUDs”, also known as Water Control and Improvement Districts) receivables, which are separate political subdivisions authorized by Article 16, Section 59 of the Texas Constitution and governed by the Texas Commission on Environmental Quality (“TCEQ”). MUDs are formed to provide municipal water, waste water, drainage services, recreational facilities and roads to those areas where they are currently unavailable through the regular city services. Typically, the developer advances funds for the creation of the facilities, which must be designed, bid and constructed in accordance with the City of Houston’s and TCEQ requirements.

The developer initiates the MUD process by filing the applications for the formation of the MUD, and once the applications have been approved, a board of directors is elected for the MUD and given the authority to issue ad valorem tax bonds and the authority to tax residents. The MUD Board authorizes and approves all MUD development contracts and pay requests. MUD bond sale proceeds are used to reimburse the developer for its construction costs, including interest. MUD taxes are used to pay the debt service on the bonds and the operating expenses of the MUD. The Company estimates the costs it believes will be eligible for reimbursement as MUD receivables. Our MUD receivables are pledged as security to creditors under the Bridgeland and TWL facilities. MUD receivables are shown net of an allowance of $5.8 and $5.3 million for the years ending December 31, 2014 and 2013, respectively, in the accompanying Consolidated Balance Sheets.

Notes Receivable

Notes receivable include amounts due from builders, primarily at our Summerlin Master Planned Community and a note from General Growth Partners (“GGP”). The GGP note had a balance of $6.7 million and $13.2 million as of December 31, 2014 and 2013, respectively. The GGP note is fully amortizing, carries an interest rate of 4.41%, and cash payments under the note are approximately $6.9 million per year through the end of 2015. Our Summerlin Master Planned Community holds a $20.2 million note from a national homebuilder relating to a 2014 land sale, maturing on November 20, 2015, and bearing interest at 0.39%.

Also included in Notes receivable are notes receivable from various tenants, net of an allowance for uncollectible notes receivable, of $0.5 million as of December 31, 2014 and $0.4 million as of December 31, 2013.

We estimate the allowance for uncollectible notes receivable based on our assessment of expected receipts of future cash flows with consideration given to any collateral securing the respective note.

Income Taxes

Deferred income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates currently in effect. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards.

A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the deferred tax provision. There are events or circumstances that could occur in the future that could limit the benefit of deferred tax assets. In addition, we recognize and report interest and penalties, if necessary, related to uncertain tax positions within our provision for income tax expense.

In two of our Master Planned Communities, gains with respect to sales of land for commercial use are reported for tax purposes on the percentage of completion method. Under the percentage of completion method, a gain is recognized for tax purposes as costs are incurred in satisfaction of contractual obligations. The method used for determining the percentage complete for income tax purposes is different than that used for financial statement purposes. In addition, the same two Master Planned Communities report gains with respect to sales of land for single family residences using the completed contract method. Under the completed contract method, a gain is recognized for tax purposes when 95% of the costs of our contractual obligations are incurred or the contractual obligation is transferred.

Tax Indemnity Receivable

As further described in Note 9 - Income Taxes, GGP had indemnified us from and against a portion of taxes related to sales of certain assets in our Master Planned Communities segment as well as any interest or penalties assessed by the Internal Revenue Service that are attributable to those taxes. We recognized a tax indemnity receivable prior to the settlement date, for an amount equal to the indemnified liability we had recorded, including interest and penalties, reduced for our cumulative utilization of certain of our tax assets that contractually limits the amount we can receive pursuant to the Tax Matters Agreement. Interest income related to the tax indemnity receivable was recognized as interest income in our Consolidated Statements of Operations. Reductions to the tax indemnity receivable attributable to a corresponding indemnified liability or recognition of contractual limitations incurred were recorded as Reduction in tax indemnity receivable in our Consolidated Statements of Operations prior to the settlement.

Deferred Expenses

Deferred expenses consist principally of financing fees and leasing costs. Deferred financing fees are amortized to interest expense over the terms of the respective financing agreements using the effective interest method (or other methods which approximate the effective interest method). Deferred leasing costs are amortized to amortization expense using the straight‑line method over periods that approximate the related lease terms. Deferred expenses in our Consolidated Balance Sheets are shown net of accumulated amortization of $13.2 million and $7.2 million as of December 31, 2014 and 2013, respectively.

Stock Plans

We apply the provisions of ASC 718 (“ASC 718”) Stock Compensation in our accounting and reporting for stock‑based compensation. ASC 718 requires all share‑based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All unvested options outstanding under our option plans have grant prices equal to the market price of the Company’s stock on the dates of grant. Compensation cost for restricted stock is determined based on the fair market value of the Company’s stock at the date of grant.

Earnings Per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted‑average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of options and nonvested stock issued under stock‑based compensation plans is computed using the “treasury stock” method. The dilutive effect of the Sponsors Warrants and Management Warrants is computed using the if‑converted method. Gains associated with the changes in the fair value of 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:


	Year ended December 31,
	2014		2013		2012
	(In thousands, except share amounts)
Basic EPS:
Numerator:
Net loss	$	(23,520)	$	(73,695)	$	(127,543)
Net income attributable to noncontrolling interests		(11)		(95)		(745)
Net loss attributable to common stockholders	$	(23,531)	$	(73,790)	$	(128,288)

Denominator:
Weighted average number of common shares outstanding		39,464		39,449		38,127

Diluted EPS:
Numerator:
Net loss attributable to common stockholders	$	(23,531)	$	(73,790)	$	(128,288)
Less: Warrant liability gain		-		-		-
Adjusted net income (loss) available to common stockholders	$	(23,531)	$	(73,790)	$	(128,288)

Denominator:
Weighted average number of common shares outstanding		39,464		39,449		38,127
Warrants		-		-		-
Weighted average diluted common shares oustanding		39,464		39,449		38,127

Basic loss per share	$	(0.60)	$	(1.87)	$	(3.36)

Diluted loss per share	$	(0.60)	$	(1.87)	$	(3.36)

The diluted EPS computations as of December 31, 2014 exclude 1,046,940 stock options, 172,690 shares of restricted stock, 1,916,667 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.

The diluted EPS computations as of December 31, 2013 exclude 965,440 stock options, 122,334 shares of restricted stock, 1,916,667 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.

The diluted EPS computations as of December 31, 2012 exclude 861,940 stock options, 57,933 shares of restricted stock, 1,916,667 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.

Recently Issued Accounting Pronouncements

In August, 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-15, “Presentation of Financial Statements — Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Before the issuance of this ASU, there was no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. This guidance is expected to reduce the diversity in the timing and content of footnote disclosures. This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards as specified in the guidance. This ASU becomes effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of this ASU to have an impact on the Company’s Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This ASU states that entities should recognize revenue to properly depict the transfer of negotiated goods or services to customers in an amount that properly reflects the agreed upon consideration which the entity expects to be exchanged. The standard is effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company has adopted this guidance and there has been no impact from the adoption on the Company’s historical Consolidated Financial Statements because the Company has not had any discontinued operations.

SPONSORS AND MANAGEMENT WARRANTS-K	12 Months Ended
SPONSORS AND MANAGEMENT WARRANTS-K	Dec. 31, 2014
SPONSORS AND MANAGEMENT WARRANTS
SPONSORS AND MANAGEMENT WARRANTS	NOTE 3 SPONSORS AND MANAGEMENT WARRANTS On November 9, 2010, 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. In 2012, a sponsor exercised 1,525,272 shares, and we purchased 4,558,061 Sponsor Warrants from certain sponsors for a net cash amount of $80.5 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 represent 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 warrants have an exercise price of $54.50 per share. Generally, the Management Warrants become exercisable in November 2016 and expire in February 2018. As of December 31, 2014, the estimated $157.1 million fair value for the Sponsors Warrants representing warrants to purchase 1,916,667 shares and the estimated $209.0 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares 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 $141.8 million and $163.8 million, respectively, as of December 31, 2013. 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 7 – 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 Consolidated Statements of Operations.

REAL ESTATE AND OTHER AFFILIATES

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

ACQUISITIONS AND DISPOSITIONS-K	12 Months Ended
ACQUISITIONS AND DISPOSITIONS-K	Dec. 31, 2014
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS	NOTE 4 ACQUISITIONS AND DISPOSITIONS In December 2014, we acquired the Seaport District Assemblage, consisting of a 48,000 square foot commercial building on a 15,744 square foot lot and certain air rights with total residential and commercial development rights of 621,651 square feet at South Street Seaport for $136.7 million. As of December 31, 2014, we have certain property and air rights representing an additional 196,133 square feet of development rights under contract. If these acquisitions close, we will own commercial development rights on the assemblage totaling 817,784 square feet. On December 12, 2014, as part of the settlement with GGP relating to the Tax Matters Agreement, we acquired from GGP six unencumbered office buildings consisting of 699,884 square feet of space located in downtown Columbia, Maryland valued at $130.0 million. The fair value approximated the agreed upon value and was allocated $79.2 million to buildings, $23.4 million to land, and $27.4 million to intangible lease assets consisting of $25.2 million for in-place leases, $3.8 million for above-market leases and $1.6 million for below-market leases. We incurred $1.5 million in acquisition costs, and these costs are included in other property operating costs. The office buildings, titled 10-60 Columbia Corporate Center, are included in our Operating Assets segment. During 2014, we acquired 2,055 acres of undeveloped land located in Conroe, Texas for $98.5 million. In October 2014, we acquired 85 South Street, an eight story 60,000 square foot multi-family property located two blocks south of Pier 17 and within the Seaport District for $20.1 million. The purchase price approximated fair value and was allocated $8.1 million to the building, $15.9 million to the land, and $3.9 million for below-market leases. This multi-family apartment building is included in our Operating Assets segment. During July 2014, we acquired 1701 Lake Robbins, a 12,376 square foot retail building located in The Woodlands for $5.7 million. The purchase price included the assumption of a mortgage of $4.6 million. The purchase price approximated fair value and was allocated $3.7 million to the building, $1.7 million to the land, and $0.2 million of intangible lease assets consisting of $0.3 million for in-place leases and $0.1 million for below-market leases. This retail building is included in our Operating Assets segment. In July 2014, we acquired 100% of the fee simple interest in the land underlying our 110 N. Wacker office building located in downtown Chicago, Illinois for $12.3 million. On September 30, 2013, we sold the Rio West Mall, a 521,194 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. The pre‑tax gain recognized on the sale was $0.6 million. On August 15, 2012, we acquired 70 Columbia Corporate Center (“70 CCC”), a 169,590 square foot Class A office building located in the Columbia, Maryland Town Center by assuming a mortgage note from its lender, which encumbered the property and provided a participation right to the lender for 30% of the appreciation in the market value of the property after our preferred return. This mortgage was subsequently paid in full in May 2014. The acquisition was recorded at fair value of $17.5 million and the fair value of the liabilities assumed was determined using a discounted cash flow analysis. 70 CCC is included in Columbia Office Properties in our Operating Assets segment. 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 of 3.75% and we now own 100% of this property. Total assets of $78.6 million and liabilities of $56.4 million, including the funded loan, were consolidated into our financial statements at fair value as of the acquisition date, and no gain or loss was recognized. Prior to the acquisition, we accounted for our investment in Millennium Waterway Apartments under the equity method. Included in the Consolidated Statements of Operations are revenues of $4.4 million and net loss of $1.3 million since the acquisition date, for the year ended December 31, 2012.

REAL ESTATE AFFILIATES-K

12 Months Ended

Dec. 31, 2014

REAL ESTATE AND OTHER AFFILIATES

NOTE 5 REAL ESTATE AND OTHER AFFILIATES

Our investment in real estate and other affiliates which are reported on the equity and cost methods are as follows:


	Economic/ Legal Ownership				Carrying Value				Share of Earnings/Dividends
	December 31,				December 31,				December 31,
	2014		2013		2014		2013		2014		2013		2012
	(In percentages)				(In thousands)
Equity Method Investments:
Circle T Ranch and Power Center (a)	50.00	%	50.00	%	$	9,004	$	9,004	$	-	$	-	$	-
Discovery Land (a)	-		-			-		-		-		-		-
Forest View/Timbermill Apartments (b) (c)	-		-			-		-		-		-		4
HHMK Development, LLC (a) (d)	50.00	%	50.00	%		10		13		2,120		732		-
KR Holdings, LLC (a) (d)	50.00	%	50.00	%		9,183		19,764		19,470		9,877		-
Millennium Waterway Apartments (c) (e)	100.00	%	100.00	%		-		-		-		-		407
Millennium Woodlands Phase II, LLC (c) (f)	81.43	%	81.43	%		1,023		2,174		(1,291)		(74)		-
Parcel C (a) (d)	50.00	%	50.00	%		8,737		5,801		-		-		-
The Metropolitan Downtown Columbia (a)	50.00	%	50.00	%		4,800		3,461		-		-		-
Stewart Title (c)	50.00	%	50.00	%		3,869		3,843		1,301		1,223		902
Summerlin Apartments, LLC (a) (d)	50.00	%	50.00	%		-		-		-		-		-
Summerlin Las Vegas Baseball Club (c) (d)	50.00	%	50.00	%		10,548		10,636		(88)		(13)		-
Woodlands Sarofim #1 (c)	20.00	%	20.00	%		2,595		2,579		175		180		(6)
						49,769		57,275		21,687		11,925		1,307
Cost basis investments						3,917		3,746		1,649		2,503		2,376
Investment in Real Estate and Other Affiliates					$	53,686	$	61,021	$	23,336	$	14,428	$	3,683

(a)

Investment included in Strategic Developments segment.

(b)

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.

(c)

Investment included in Operating Assets segment.

(d)

Equity method variable interest entities.

(e)

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

(f)

Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter of 2014.

We are not the primary beneficiary of any of the VIEs listed above 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. 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. The aggregate carrying value of the unconsolidated VIEs was $29.5 million and $38.4 million as of December 31, 2014 and 2013, respectively, and was classified as Investments in Real Estate and Other Affiliates in the Consolidated Balance Sheets. As of December 31, 2014, approximately $89.4 million of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our share was approximately $54.6 million based upon our economic ownership. All of this indebtedness is without recourse to us.

The Company is the primary beneficiary of one VIE which is consolidated in the financial statements. The creditors of the consolidated VIE do not have recourse to the Company. As of December 31, 2014, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $21.1 million and $0.6 million, respectively. As of December 31, 2013, the carrying values of the assets and liabilities associated with operations of the consolidated VIE were $31.7 million and $0.8 million, respectively. The assets of the VIE are restricted for use only by the particular VIE and are not available for our general operations.

Our recent and more significant investments in Real Estate Affiliates and the related accounting considerations are described below.

Discovery Land

During the second quarter 2014, we announced an agreement to enter into a joint venture with Discovery Land Company (“Discovery Land”) which had not yet been formed as of December 31, 2014. We will contribute our land to the joint venture at the agreed upon value of $226,000 per acre or $125.4 million in 2015. Discovery Land’s capital contribution funding requirement consists of all initial development costs and total project costs up to a maximum of $30.0 million. Discovery Land is the manager of the project.

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 partners jointly own 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 12.00%, 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, after a return of our capital plus a 13% preferred return on our capital. A & B Properties’ participation is capped at $3.0 million.

KR Holdings closed on a $132.0 million first mortgage construction loan on May 15, 2013. Upon the loan 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.

In the fourth quarter 2014, the venture substantially completed construction of a luxury 23-story, 206-unit condominium tower consisting of one, two and three-bedroom units ranging from 760 to 4,100 square feet. As of December 31, 2014, 201 of the 206 units had closed. The venture paid in full the two $20.0 million mezzanine loans and the $132.0 million first mortgage construction loan. We received cash distributions totaling $38.7 million in December 2014.

Summarized financial information for KR Holdings as of December 31, 2014 includes total assets of $37.5 million, total liabilities of $18.7 million, gross sales of $201.0 million and net income of $43.0 million. Summarized financial information for K.R. Holdings as of December 31, 2013 includes total assets of $189.0 million, total liabilities of $135.7 million revenues of $131.2 million and net income of $19.7 million. The venture uses the percentage of completion method to recognize earnings, and we recorded $21.5 million and $9.9 million in Equity in earnings from Real Estate and Other Affiliates related to KR Holdings in the Consolidated Statement of Operations for the years ended December 31, 2014 and 2013 respectively. Our investment balance includes deferred profit of $0.2 million which is being recognized on the same percentage of completion basis as KR Holdings.

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, 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, 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. During the third quarter 2014, the joint venture completed construction and leasing commenced.

Parcel C

On October 4, 2013, we entered into a joint venture agreement with a local developer, Kettler, Inc. (“Kettler”), 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 approximate book value of $4.0 million to the joint venture. Our land was valued 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.

Summerlin Apartments, LLC

On January 24, 2014, we entered into a joint venture with a national multi-family real estate developer, The Calida Group (“Calida”), to construct, own and operate a 124-unit gated luxury apartment development. We and our partner each own 50% of the venture, and unanimous consent of the partners is required for all major decisions. This project represents the first residential development in Summerlin’s 400-acre downtown. We will contribute a 4.5-acre parcel of land with an agreed value of $3.2 million in exchange for a 50% interest in the venture when construction financing closes. Our partner will contribute cash for their 50% interest, act as the development manager, fund all pre-development activities, obtain construction financing and provide any guarantees required by the lender. Upon a sale of the property, we are entitled to 50% of the proceeds up to, and 100% of the proceeds in excess of an amount determined by applying a 7.0% capitalization rate to net operating income (“NOI”). The venture is expected to begin construction in first half 2015 with the first units available for rent by second quarter 2016.

Summerlin Las Vegas Baseball Club, LLC

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. As of the date the joint venture acquired the baseball team, we had funded our capital contribution of $10.5 million. Our strategy in owning an interest is to pursue a potential relocation of the team to a to‑be‑built stadium in our Summerlin master planned community. Efforts to relocate the team are ongoing and there can be no assurance that such a stadium will ultimately be built.

The Metropolitan Downtown Columbia Project

On October 27, 2011, we entered into a joint venture, Parcel D Development, LLC (“Parcel D”), with Kettler to construct a 380-unit 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 and $45.8 million is outstanding as of December 31, 2014. The loan bears interest at one-month LIBOR plus 2.40% and matures in July 2020. At loan closing, our land contribution was valued at $53,500 per unit, or $20.3 million, and Kettler contributed $13.3 million in cash, of which $7.0 million was distributed to us. Both we and Kettler made additional 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. We expect the project to be substantially completed by the first quarter of 2015.

IMPAIRMENT-K	12 Months Ended
IMPAIRMENT-K	Dec. 31, 2014
IMPAIRMENT
IMPAIRMENT	NOTE 6 IMPAIRMENT There were no impairment charges for the years ended December 31, 2014, 2013 and 2012. We frequently 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, changes in strategy could result in impairment charges in future periods.

FAIR VALUE OF FINANCIAL INSTRUMENTS-K

12 Months Ended

Dec. 31, 2014

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 7 FAIR VALUE OF FINANCIAL INSTRUMENTS

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


		December 31, 2014								December 31, 2013
		Fair Value Measurements Using								Fair Value Measurements Using
			Quoted Prices		Significant						Quoted Prices		Significant
			in Active		Other		Significant				in Active		Other		Significant
			Markets for		Observable		Unobservable				Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs				Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)

				(In thousands)								(In thousands)
Assets:
Cash equivalents	$	75,027	$	75,027	$	-	$	-	$	-	$	-	$	-	$	-
Liabilities:
Warrants		366,080		-		-		366,080		305,560		-		-		305,560
Interest rate swaps		3,144		-		3,144		-		4,164		-		4,164		-

Cash equivalents consist primarily of two registered money market mutual funds which invest in United States treasury securities that are valued at the net asset value of the underlying shares in the funds as of the close of business at the end of each period.

The valuation of warrants is based on an option pricing valuation model. The inputs to the model include the fair value of stock related to the warrants, exercise price and term of the warrants, expected volatility, risk-free interest rate and dividend yield and, with respect to the Management Warrants, a discount for lack of marketability.

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:


		December 31,
	2014		2013		2012
		(In thousands)
Beginning of year	$	305,560	$	123,573	$	127,764
Warrant liability loss (a)		60,520		181,987		185,017
Settlements (b)		-		-		(189,208)
End of year	$	366,080	$	305,560	$	123,573

(a)

All losses during 2014 and 2013, and $73.8 million of the loss during 2012, were unrealized.

(b)

Settlements were for $80.5 million in cash and 1,525,272 shares of our common stock. Please refer to Note 3 – Sponsors and Management Warrants.

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 inputs used in the fair value measurement of our warrants designated as Level 3 as of December 31, 2014 are as follows:

Unobservable Inputs

Fair Value

Valuation Technique

Expected Volatility (a)

Marketability Discount (b)

(In thousands)

Warrants

366,080

Option Pricing Valuation Model

24.5%

18.0%-20.0%

(a)

Based on our implied equity volatility.

(b)

Represents the discount rate for lack of marketability of the Management Warrants. The discount rates ranged from 29.0%-30.0% at December 31, 2013.

The expected volatility and marketability discount in the table above are significant unobservable inputs 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. As the period of restriction lapses, the marketability discount reduces to zero and increases the fair value of the warrants.

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

		December 31, 2014					December 31, 2013
	Fair Value	Carrying		Estimated Fair			Carrying		Estimated Fair
	Hierarchy	Amount		Value			Amount		Value
		(In thousands)
Assets:
Cash and cash equivalents	Level 1	$	485,424	$	485,424		$	894,948	$	894,948
Notes receivable, net (a)	Level 3		28,630		28,630			20,554		20,554
Tax indemnity receivable, including interest	n.a.		-		-	(b)		320,494		-	(b)

Liabilities:
Fixed-rate debt	Level 2	$	1,030,554	$	1,050,333		$	1,004,886	$	1,045,298
Variable-rate debt (c)	Level 2		962,916		962,916			509,737		509,737
Total mortgages, notes and loans payable	Level 2	$	1,993,470	$	2,013,249		$	1,514,623	$	1,555,035

(a)

Notes receivable is shown net of an allowance of $471 and $426 for the periods ending December 31, 2014 and 2013 respectively.

(b)

The tax indemnity receivable was settled with GGP during 2014. In 2013 it was not practicable to estimate the fair value, as the timing and ultimate amount received under the agreement, was highly dependent on numerous future events that could not have been reliably predicted. See Note 9 – Income Taxes for further detail related to these receivables.

(c)

$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 are based on certain factors, such as current interest rates, terms of the note and credit worthiness of the borrower.

The fair value of fixed-rate debt in the table above, not including our Senior Notes (as defined in Note 8 – Mortgages, Notes and Loans Payable), was estimated based on a discounted future cash payment model, which includes risk premiums 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 fair value of our Senior Notes, included in fixed rate debt in the table above, was estimated based upon its most recent trade price.

The carrying amounts for our variable-rate debt approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities.

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

MORTGAGES, NOTES AND LOANS PAYABLE

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 + Details

MORTGAGES, NOTES AND LOANS PAYABLE-K

12 Months Ended

Dec. 31, 2014

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 8 MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:


	December 31,
	2014		2013
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,008,165	$	971,786
Special Improvement District bonds		22,389		33,100
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		962,916		509,737
Total mortgages, notes and loans payable	$	1,993,470	$	1,514,623

(a)

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

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


					Maximum		Carrying Value
		Interest			Facility		December 31,		December 31,
($ In thousands)	Maturity (a)	Rate			Amount		2014		2013
Master Planned Communities
Bridgeland Land Loan	June 2022	5.50	%				$	15,874	$	18,066
Bridgeland Development Loan	June 2015	5.00	%	(b)	$	30,000		10		-
Summerlin South SID Bonds - S108	December 2016	5.95	%					563		823
Summerlin South SID Bonds - S124	December 2019	5.95	%					236		285
Summerlin South SID Bonds - S128	December 2020	6.05	%					623		707
Summerlin South SID Bonds - S128C	December 2030	6.05	%					5,274		5,511
Summerlin South SID Bonds - S132	December 2020	6.00	%					2,936		3,962
Summerlin South SID Bonds - S151	June 2025	6.00	%					6,211		6,623
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%					2,805		11,168
The Woodlands Master Credit Facility	August 2018	2.91	%	(b)		250,000		176,663		176,663
Master Planned Communities Total								211,195		223,808

Operating Assets
70 Columbia Corporate Center (c)	July 2019	2.41	%	(b)				20,000		16,287
Columbia Regional Building	March 2018	2.16	%	(b)		23,008		20,513		9,207
Downtown Summerlin	July 2019	2.41	%	(b)		311,800		229,153		-
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%					310		452
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					3,431		3,569
One Hughes Landing	December 2029	4.30	%					52,000		19,128
Two Hughes Landing	September 2018	2.81	%	(b)		41,230		19,992		10
1701 Lake Robbins	April 2017	5.81	%					4,600		-
Millennium Waterway Apartments	June 2022	3.75	%					55,584		55,584
110 N. Wacker (d)	October 2019	5.21	%	(b)				29,000		29,000
9303 New Trails	December 2023	4.88	%					13,074		13,398
Outlet Collection at Riverwalk	October 2018	2.91	%	(b)		64,400		47,118		-
The Woodlands Resort & Conference Center	February 2019	3.66	%	(b)		95,000		76,027		36,100
Victoria Ward	September 2016	3.35	%	(b)		250,000		238,716		238,716
20/25 Waterway Avenue	May 2022	4.79	%					14,330		14,450
3 Waterway Square	August 2028	3.94	%					52,000		52,000
4 Waterway Square	December 2023	4.88	%					38,289		39,237
Capital lease obligations	Various	3.60	%					135		205
Operating Assets Total								914,272		527,343

Strategic Developments
1725-35 Hughes Landing Boulevard	June 2019	2.06	%	(b)		143,000		47,513		-
Three Hughes Landing	December 2019	2.51	%			65,455		-		-
Hughes Landing Hotel	October 2020	2.66	%			37,100		-		-
Hughes Landing Retail	December 2018	2.11	%	(b)		36,575		17,424		913
One Lake's Edge	November 2018	2.66	%	(b)		73,525		40,787		-
Waiea and Anaha Condominiums	November 2019	6.91	%			600,000		-		-
Waterway Square Hotel	August 2019	2.81	%	(b)		69,300		-		-
Strategic Developments Total								105,724		913

Other Corporate Financing Arrangements	June 2018	3.00	%			22,700		19,968		21,309
Senior Notes	October 2021	6.88	%					750,000		750,000
Unamortized underwriting fees								(7,689)		(8,750)
Total mortgages, notes, and loans payable							$	1,993,470	$	1,514,623

(a)

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

(b)

The interest rate presented is based on the one month LIBOR rate, as applicable, at December 31, 2014 which was 0.1635%.

(c)

The note we assumed on August 15, 2012 was fully paid with cash on hand on April 15, 2014. On June 30, 2014, we entered into a new $20.0 million mortgage loan at one-month LIBOR plus 2.25%.

(d)

The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity.

The weighted average interest rate on our mortgages, notes and loans payable, excluding interest rate hedges, was 4.61% and 5.25% as of December 31, 2014 and 2013, respectively.

All of the mortgage debt is secured by the individual properties as listed in the table above and is non-recourse to HHC, except for:

(i)

$750.0 million of Senior Notes;

(ii)

$311.8 million financing for the Downtown Summerlin development which has an initial maximum recourse of 35.0% assuming the loan is fully drawn, which will reduce to 15.0% upon completion of the project and achievement of a 1.15:1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25:1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot;

(iii)

$64.4 million of construction financing for the Outlet Collection at Riverwalk with an initial maximum recourse of 50%, which will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for twelve months;

(iv)

$20.4 million of Other Corporate Financing Arrangements; and

(v)

$7.0 million parent guarantee associated with the 110 N. Wacker mortgage.

The Woodlands Master Credit Facility and The Woodlands Resort & 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 2015. 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 December 31, 2014, land, buildings and equipment and developments with a cost basis of $2.3 billion have been pledged as collateral for our mortgages, notes and loans payable.

The following table summarizes the contractual obligations relating to our mortgages, notes and loans payable as of December 31, 2014 based on final maturity dates:


	Mortgages, notes
	and loans payable
	principal payments
	(In thousands)
2015	$	7,970
2016		247,655
2017		13,773
2018		348,294
2019		394,996
Thereafter		980,782
Total	$	1,993,470

As of December 31, 2014, 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 million for the second extension. The TWL Facility also contains certain 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 based on a loan‑to‑value test. 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 December 31, 2014.

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 $96.2 million has been utilized as of December 31, 2014 and which has a $30.0 million maximum outstanding loan amount at any time. The revolving loan bears interest at the greater of 5.00% or one‑month 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 SID 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 November 10, 2014 we refinanced our $38.0 million loan and closed on a new $52.0 million loan for One Hughes Landing. The loan bears fixed interest at 4.30% and matures on December 1, 2029.

On July 18, 2014, we assumed a $4.6 million non-recourse mortgage loan at 1701 Lake Robbins. The loan bears fixed interest at 5.81% and has a maturity date of April 2017.

On July 15, 2014, we closed a $311.8 million financing for the construction of Downtown Summerlin development bearing interest at one-month LIBOR plus 2.25%. The loan has an initial maturity date of July 15, 2017, with two, one-year extension options. The loan has an initial maximum recourse of 35.0% assuming the loan is fully drawn, which will reduce to 15.0% upon completion of the project and achievement of a 1.15:1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25:1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot. Upon completion of the project and achievement of a 1.25x debt service coverage ratio, 90.0% occupancy and a minimum level of tenant sales per square foot for 12 months, the recourse amount will decrease to 10.0% of the outstanding principal. Due to the recent opening, we have not met these criteria.

On April 15, 2014, we paid $17.0 million cash in full satisfaction of the $16.0 million participating loan that we assumed as part of the acquisition of 70 CCC in August 2012. The non-recourse, interest only promissory note was due to mature on August 31, 2017 and included a participation right to the lender for 30.0% of the appreciation in the market value of the property after our 10.0% cumulative preferred return and repayment of the outstanding debt and our contributed equity. The final payment included approximately $0.7 million for this participation right based upon the appraised value of the property. On June 27, 2014, we closed on a new $20.0 million loan for 70 CCC that bears interest at one-month LIBOR plus 2.25% and has an initial maturity date of July 2017 with two, one-year extension options.

On October 24, 2013, we closed on a $64.4 million partial recourse construction loan for the Outlet Collection 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. The initial recourse amount of 50.0% will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for 12 months. Due to the recent opening, we have not met these criteria.

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. The loan bears interest at one-month LIBOR plus 2.65% due monthly, with an initial maturity date of September 11, 2016 with two, one-year extension options.

On August 2, 2013, we refinanced the existing $43.3 million construction loan on 3 Waterway Square, an 11-story, 232,000 square foot office building in The Woodlands, with a non-recourse first mortgage financing totaling $52.0 million. The loan bears interest at 3.94% and matures 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, a retail building located in Columbia, Maryland. The loan bears interest at one-month LIBOR plus 2.00%. The loan matures on March 15, 2016, and 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 & 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 extension options. The loan is currently secured by the rooms available for rent, 40-acre conference center and resort located within The Woodlands and requires the maintenance of specified financial ratios after completion of construction.

On May 31, 2012, we closed on a $55.6 million non‑recourse first mortgage loan for the Millennium Waterway Apartments. 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 has a fixed interest rate of 3.75% and matures on June 1, 2022.

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 Village 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 3.35% as of December 31, 2014. The unused portion of this mortgage was $11.3 million as of December 31, 2014.

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 on October 31, 2019. 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 December 5, 2014 we closed on a $65.5 million non-recourse financing for the construction of Three Hughes Landing. The loan bears interest at one-month LIBOR plus 2.35%. The loan has an initial maturity date of December 5, 2017 with two, one-year extension options.

On November 6, 2014 we closed on a $600.0 million non-recourse construction loan for the Waiea and Anaha Condominium towers bearing interest at one-month LIBOR plus 6.75%. The loan has an initial maturity date of November 6, 2017, with two, one-year extension options.

On October 3, 2014, we closed on a $37.1 million construction financing for our Hughes Landing Hotel. The loan bears interest at one-month LIBOR plus 2.50%. The loan has an initial maturity of October 2018, with two, one-year extension options.

On August 6, 2014, we closed on a $69.3 million non-recourse construction financing for the Waterway Hotel bearing interest at one-month LIBOR plus 2.65%. The loan has an initial maturity of August 2018, with a one-year extension option. The development will be a 302-room Westin-branded hotel that will be owned and managed by us.

On June 30, 2014, we closed on a $143.0 million non-recourse construction financing for two office buildings bearing interest at one-month LIBOR plus 1.90%. The loan has an initial maturity date of June 30, 2018, with a one-year extension option.

On December 20, 2013, we closed on a $36.6 million non‑recourse loan for the construction of Hughes Landing Retail, a 123,000 square foot retail component of Hughes Landing bearing interest at one-month LIBOR plus 1.95%. The loan has an initial maturity date of December 20, 2016, with two, one–year extension options.

On November 25, 2013, we closed on a $73.5 million non‑recourse loan for the construction of an eight‑story, Class A, multi‑family project within Hughes Landing called One Lake’s Edge. The loan bears interest at one-month LIBOR plus 2.50% with an initial maturity date of November 25, 2016, with two, one–year extension options.

Corporate

On October 2, 2013, we issued $750.0 million in aggregate principal amount of 6.875% Senior Notes due 2021 (the “Senior Notes”) and received approximately $741.3 million of net cash proceeds. 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 Senior Notes at a price equal to 106.875% using the proceeds from equity offerings. We may redeem all or part of the Senior Notes at any time on or after October 1, 2016 with a declining call premium thereafter to maturity. The Senior Notes contain customary terms and covenants for non‑investment grade senior notes and have no maintenance covenants.

INCOME TAXES-K

12 Months Ended

Dec. 31, 2014

INCOME TAXES

INCOME TAXES

NOTE 9 INCOME TAXES

The provision for (benefit from) income taxes for the years ended December 31, 2014, 2013 and 2012 were as follows:


	2014		2013		2012
	(In thousands)
Current	$	(2,050)	$	1,218	$	2,439
Deferred		65,010		8,352		4,448
Total	$	62,960	$	9,570	$	6,887

Income tax expense is computed by applying the Federal corporate tax rate for the years ended December 31, 2014, 2013 and 2012 and is reconciled to the provision for income taxes as follows:


	2014		2013		2012
	(In thousands)
Tax at statutory rate on earnings from continuing operations before income taxes	$	13,800	$	(22,477)	$	(42,490)
Increase (decrease) in valuation allowance, net		5,602		(88,826)		(32,172)
State income taxes, net of Federal income tax benefit		1,320		1,562		1,328
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes		(512)		(2,648)		(3,087)
Tax expense (benefit) from change in rates and other permanent differences		(12,193)		4,339		13,908
Set up deferred tax liability related to captive REIT		(1,068)		53,973		-
Non-deductible warrant liability loss		21,182		63,695		65,311
Non-taxable interest income		18,373		(363)		(2,863)
Uncertain tax position expense, excluding interest		2,395		(1,034)		1,765
Uncertain tax position interest, net of Federal income tax benefit		14,061		1,349		5,187
Income tax expense	$	62,960	$	9,570	$	6,887

Realization of a deferred tax benefit is dependent upon generating sufficient taxable income in future periods. Our net operating loss carry‑forwards are currently scheduled to expire in subsequent years through 2034. Some of the net operating loss carry‑forward amounts are subject to the separate return limitation year rules (“SRLY”). It is possible that we could, in the future, experience a change in control pursuant to Section 382 that could put limits on the benefit of deferred tax assets. On February 27, 2012, we entered into a Section 382 Rights Agreement, with a three year term, to protect us from such an event and protect our deferred tax assets. On February 26, 2015, the Board of Directors extended the term of the Section 382 Rights Agreement to March 14, 2018. The extension is subject to approval by our stockholders.

As of December 31, 2014, the amounts and expiration dates of operating loss and tax credit carryforwards for tax purposes are as follows:


			Expiration
	Amount		Date
		(In thousands)
Net operating loss carryforwards - Federal	$	109,096		2024-2034
Net operating loss carryforwards - State		138,221		2015-2034
Capital loss carryfoward		26,345		2018-2019
Tax credit carryforwards - Federal AMT		1,955		n/a

As of December 31, 2014 and 2013, we had gross deferred tax assets totaling $335.7 million and $336.6 million, and gross deferred tax liabilities of $379.7 million and $413.4 million, respectively. We have established a valuation allowance in the amount of $18.2 million and $12.6 million as of December 31, 2014 and 2013, respectively, against certain deferred tax assets for which it is more likely than not that such deferred tax assets will not be realized.

Deferred tax assets related to our investment in Head Acquisition, LP in the amount of $76.4 million that we previously believed had only a remote possibility of realization were recorded in 2012 due to tax planning that made realization possible. Due to the uncertainty that the tax planning would result in the realization of the deferred tax asset we established a 100% valuation allowance. During the fourth quarter 2013, the tax planning was successfully implemented and over 90% of the deferred tax asset was realized and the remaining amount will likely be realized in future years; therefore, we determined that is was appropriate to release the entire valuation allowance in 2013.

The tax effects of temporary differences and carry‑forwards included in the net deferred tax liabilities at December 31, 2014 and 2013 are summarized as follows:


	2014		2013
	(In thousands)
Deferred tax assets:
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities	$	201,303	$	201,993
Interest deduction carryforwards		80,520		85,671
Operating loss and tax credit carryforwards		53,851		48,971
Total deferred tax assets		335,674		336,635
Valuation allowance		(18,218)		(12,624)
Total net deferred tax assets	$	317,456	$	324,011
Deferred tax liabilities:
Property associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs	$	(212,093)	$	(137,930)
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities		(47,355)		(48,007)
Deferred income		(120,213)		(227,439)
Total deferred tax liabilities		(379,661)		(413,376)
Net deferred tax liabilities	$	(62,205)	$	(89,365)

The deferred tax liability associated with the Master Planned Communities is largely attributable to the difference between the basis and value determined as of the date of the acquisition by our predecessors of The Rouse Company (“TRC”) in 2004 adjusted for sales that have occurred since that time. The cash cost related to this deferred tax liability is dependent upon the sales price of future land sales and the method of accounting used for income tax purposes. The deferred tax liability related to deferred income is the difference between the income tax method of accounting and the financial statement method of accounting for prior sales of land in our Master Planned Communities.

One of our consolidated entities, Victoria Ward, Limited, elected to be taxed as a REIT and intended to continue to operate so as to qualify as a REIT going forward. Consequently, deferred taxes were not recorded on book and tax basis differences of Victoria Ward, Limited as it was believed these differences would ultimately be realized with no taxes due. In connection with the planned condominium development of Victoria Ward, the Company determined that it was likely to revoke its REIT election and consequently, the Company believed that the book and tax basis differences in the land and buildings of Victoria Ward, Limited would be realized after such time REIT status is revoked and would then be taxed at the applicable corporate tax rates. As a result of these events, deferred tax liabilities of $48.0 million were recorded in 2013 due to the excess book over tax basis relating to land and buildings and reduced to $46.9 million as of December 31, 2014. As planned, the Company revoked its REIT election effective January 1, 2015.

Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different than what was reported on the returns. In our opinion, we have made adequate tax provisions for years subject to examination. Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2010 through 2014.

Two 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 provided us with an indemnity against certain potential tax liabilities. Pursuant to the Tax Matters Agreement with GGP, GGP had 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 controlled the action in the United States Tax Court (the “Tax Court”) related to the dispute with the IRS.

On May 6, 2011, GGP filed Tax Court petitions on behalf of the two former 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. The case was heard by the Tax Court in November 2012 and filed their ruling in favor of the IRS on June 2, 2014.

In December 2014, we entered into a tax indemnity and mutual release agreement with GGP (the “Settlement Agreement”) pursuant to which, in consideration of the full satisfaction of GGP’s obligation for reimbursement of taxes related to certain assets in our Master Planned Communities segment prior to March 31, 2010, and interest, GGP (i) made a cash payment to us in the amount of $138.0 million and (ii) conveyed to us fee simple interest in six office properties and related parking garages located in Columbia, Maryland, known as 10-60 Columbia Corporate Center, for an agreed upon total value of $130.0 million. Under the Settlement Agreement, the Company now controls the Tax Matter, including the right to decide whether to appeal the decision. On December 15, 2014, the Company paid the MPC Taxes and filed an appeal of the decision to the Fifth Circuit Court of Appeals. The appeal seeks to overturn the decision and allow the Company to continue to use its current method of tax accounting for the sale of assets in the Company’s Master Planned Communities Segment. If the decision stands, we may be required to change our method of tax accounting for certain transactions, which could affect the timing of our future tax payments. We expect the appeal to be heard by the appellate court in 2015.

As a result of the settlement, we recorded a net $74.0 million non-cash charge representing the difference between the $268.0 million value of the consideration received from GGP and the receivable recorded on our books. When we were spun-off from GGP in 2010, we recognized a receivable from GGP equal to the amount of the indemnity cap. However, the Tax Matters Agreement stipulated that a certain tax asset on our books related to deferred interest deductions be used to reduce GGP’s indemnity obligation to us, when utilized in our tax returns. As a result, we had reduced the indemnity receivable as we utilized the tax asset. Going forward, we now will get 100% of the benefit of the tax asset, which totaled $85.1 million before netting against an unrecognized tax benefit per ASU 2013-11 (described below), at December 31, 2014. We also could recover approximately $60 million of cash interest paid to the U.S. Government if we prevail on appeal.

We apply the generally accepted accounting principle related to accounting for uncertainty in income taxes, which prescribes a recognition threshold that a tax position is required to meet before recognition in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues.

In 2014, we adopted the guidance in ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The impact of adoption on the financial statements in 2014 is a reclassification of $39.0 million between Deferred tax assets and Uncertain tax position liability and $2.5 million between Income tax receivable and Uncertain tax position liability.

We recognize and report interest and penalties, if applicable, within our provision for income tax expense. We recognized potential interest expense related to the unrecognized tax benefits of $21.6 million, $2.1 million and $8.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, we had total unrecognized tax benefits of $184.2 million, excluding interest of $60.3 million, of which none would impact our effective tax rate. At December 31, 2013 and 2012, we had total unrecognized tax benefits of $90.5 million and $95.9 million, respectively, excluding interest, of which none would impact our effective tax rate. A reconciliation of the change in our unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012 is as follows:

	2014		2013		2012
	(In thousands)
Unrecognized tax benefits, opening balance	$	90,532	$	95,917	$	101,408
Gross increases - tax positions in prior period		93,668		9,162		841
Gross decreases - tax positions in prior periods		-		(14,547)		(6,332)
Unrecognized tax benefits, ending balance	$	184,200	$	90,532	$	95,917

Periodically we make payments to taxing jurisdictions which reduce our uncertain tax benefits, but are not included in the reconciliation above, as the position is not yet settled. The amount of payments that reduced our uncertain tax benefits was $144.1 million at December 31, 2014 and zero at December 31, 2013 and 2012, respectively.

Based on our assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will materially change from those recorded at December 31, 2014. As of December 31, 2014, there is approximately $184.2 million of unrecognized tax benefits, excluding accrued interest, which due to the reasons above, could significantly increase or decrease during the next twelve months.

COMMITMENTS AND CONTINGENCIES-K

12 Months Ended

Dec. 31, 2014

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 10 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 totaling $53.7 million and $58.7 million as of December 31, 2014 and 2013, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We lease land or buildings at certain properties from third parties. Rental payments are expensed as incurred and have, to the extent applicable, been straight‑lined over the term of the lease. Contractual rental expense, including participation rent, was $7.3 million, $6.3 million and $5.4 million for 2014, 2013 and 2012, respectively. The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount, was not significant.

Our obligations for minimum rentals under non-cancelable operating leases are as follows:


											Subsequent
	2015		2016		2017		2018		2019		/ Other		Total
	(In thousands)
Ground lease and other leasing commitments	$	8,151	$	9,308	$	9,687	$	7,717	$	7,933	$	329,233	$	372,029

South Street Seaport

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 rent escalates at 3.0% compounded annually. On July 1, 2018 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 the Consumer Price Index. We are entitled to a total rent credit of $1.5 million, to be taken monthly over a 30-month period. 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 by October 1, 2013 with a scheduled completion date in 2017.

In the fourth quarter of 2012, the Uplands portion of South Street Seaport suffered damage due to flooding as a result of Superstorm Sandy. Reconstruction efforts are ongoing and the property is only partially operating. We have received $47.6 million in insurance proceeds through December 31, 2014 related to our claim. We have recognized a total of $36.8 million in Other income to date, including $24.6 million during the year ended December 31, 2014. We believe that our insurance will reimburse substantially all of the costs of repairing the property and will also compensate us for substantially all lost income resulting from the storm.

OTHER ASSETS AND LIABILITIES-K

12 Months Ended

Dec. 31, 2014

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

NOTE 11 OTHER ASSETS AND LIABILITIES

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

	December 31,
	2014		2013
	(In thousands)
Special Improvement District receivable	$	33,318	$	39,688
Equipment, net of accumulated depreciation of $2.4 million and $0.7 million, respectively		20,284		21,978
Tenant incentives and other receivables		14,264		6,757
Federal income tax receivable		8,629		6,053
Prepaid expenses		9,196		4,744
Below-market ground leases (Note 12)		19,663		20,002
Condominium deposits		151,592		12,405
Security and escrow deposits		9,829		28,082
Above-market tenant leases (Note 12)		4,656		1,095
Uncertain tax position asset		383		13,528
In-place leases (Note 12)		32,715		9,306
Intangibles		3,593		3,714
Other		2,014		6,588
	$	310,136	$	173,940

The $136.2 million increase as of December 31, 2014 compared to 2013 primarily relates to a $139.2 million increase in condominium deposits at Ward Village, $23.4 million increase in acquired in-place leases primarily attributable to our acquisition of the 10-60 Columbia Corporate Center buildings and 1701 Lake Robbins in 2014 and $7.5 million increase in tenant incentives and other receivables primarily relating to newly executed leases at Downtown Summerlin and Outlet Collection at Riverwalk. These increases are offset by a decrease of $18.3 million in security and escrow deposits primarily related to our acquisition of 80 South Street and $13.1 million decrease in uncertain tax position related to a tax benefit for the interest paid to the Internal Revenue Service related to the Tax Court Ruling.

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


	December 31,
	2014		2013
	(In thousands)
Construction payables	$	170,935	$	106,741
Accounts payable and accrued expenses		34,154		44,798
Condominium deposits		82,150		12,405
Membership deposits		21,023		19,665
Above-market ground leases (Note 12)		2,272		2,431
Deferred income		65,675		26,328
Accrued interest		14,791		17,463
Accrued real estate taxes		9,903		8,581
Tenant and other deposits		12,756		9,490
Accrued payroll and other employee liabilities		25,838		15,666
Interest rate swaps		3,144		4,164
Special Assessment		2,326		2,603
Other		21,050		13,656
	$	466,017	$	283,991

The $182.0 million increase as of December 31, 2014 compared to 2013 is primarily due to the increase of $69.7 million in condominium deposits for the two new market rate towers at Ward Village, a $64.2 million increase in construction payables primarily due to increased development activities at Downtown Summerlin, Ward Village, and the Outlet Collection at Riverwalk, $46.7 million increase 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 $10.2 million increase in accrued payroll and other employee liabilities due to increased headcount and compensation costs. These increases are offset by a $3.8 million decrease in membership deposits at the Club at Carlton Woods.

INTANGIBLES-K

12 Months Ended

Dec. 31, 2014

INTANGIBLES

INTANGIBLES

NOTE 12 INTANGIBLES

Intangible Assets and Liabilities

The following table summarizes our intangible assets and liabilities:


	Gross		Accumulated		Net
	Asset		(Amortization)		Carrying
	(Liability)		/ Accretion		Amount
			(In thousands)
As of December 31, 2014
Tenant leases:
In-place value	$	39,634	$	(6,919)	$	32,715
Above-market		5,342		(686)		4,656
Below-market		(6,184)		296		(5,888)
Ground leases:
Above-market		(3,545)		1,273		(2,272)
Below-market		23,096		(3,433)		19,663

As of December 31, 2013
Tenant leases:
In-place value	$	14,633	$	(5,327)	$	9,306
Above-market		1,596		(501)		1,095
Below-market		(482)		150		(332)
Ground leases:
Above-market		(3,546)		1,115		(2,431)
Below-market		23,096		(3,094)		20,002

The tenant in-place, above-market and below-market lease intangible assets and the above-market and below-market ground lease intangible assets resulted from real estate acquisitions. The in‑place value of tenant leases are included in Prepaid expenses and other assets in our Consolidated Balance Sheets and are amortized over periods that approximate the related lease terms. The above‑market and below‑market tenant and ground leases are included in Prepaid expenses and other assets and Accounts payable and accrued expenses as detailed in Note 11 – Other Assets and Other Liabilities and are amortized over the remaining non‑cancelable terms of the respective leases.

Amortization/accretion of these intangible assets and liabilities decreased our income (excluding the impact of noncontrolling interest and the provision for income taxes) by $1.8 million in 2014, $3.1 million in 2013 and $2.5 million in 2012.

Future amortization/accretion is estimated to decrease income (excluding the impact of noncontrolling interest and the provision for income taxes) by $10.6 million in 2015, $7.6 million in 2016, $5.6 million in 2017, $3.7 million in 2018, $2.7 million in 2019, and $18.7 million thereafter.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES-K

12 Months Ended

Dec. 31, 2014

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 13 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to interest rate risk related to our variable interest rate 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 years ended December 31, 2014, 2013 and 2012, the ineffective portion recorded in earnings was insignificant.

As of December 31, 2014 and 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 $1.8 million will be reclassified 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 Consolidated Balance Sheets:


	As of December 31,
	2014		2013
	(In thousands)
Interest rate swaps	$	3,144	$	4,164
Total derivatives designated as hedging instruments	$	3,144	$	4,164

The tables below present the effect of our derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31, 2014 and 2013:


	Year Ended December 31,					Year Ended December 31,
	2014		2013			2014		2013
					Location of Loss	Amount of Loss		Amount of Loss
	Amount of Loss		Amount of Gain		Reclassified from	Reclassified from		Reclassified from
Cash Flow Hedges	Recognized in OCI		Recognized in OCI		AOCI into Earnings	AOCI into Earnings		AOCI into Earnings
	(In thousands)					(In thousands)
Interest rate swaps	$	(1,192)	$	1,306	Interest expense	$	(2,195)	$	(1,236)
	$	(1,192)	$	1,306		$	(2,195)	$	(1,236)

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)-K

12 Months Ended

Dec. 31, 2014

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 14 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes AOCI:

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

Gains and (Losses) on Cash Flow Hedges

(In Thousands)


	For the Year Ended
	December 31, 2014
Balance as of January 1, 2014	$	(8,222)
Other comprehensive income (loss) before reclassifications		(1,685)
Amounts reclassified from accumulated other comprehensive income (loss)		2,195
Net current-period other comprehensive income		510
Balance as of December 31, 2014	$	(7,712)


	For the Year Ended
	December 31, 2013
Balance as of January 1, 2013	$	(9,575)
Other comprehensive income (loss) before reclassifications		117
Amounts reclassified from accumulated other comprehensive income (loss)		1,236
Net current-period other comprehensive income		1,353
Balance as of December 31, 2013	$	(8,222)

(a)

All amounts are net of tax.

The following table summarizes the amounts reclassified out of AOCI:


Reclassifications out of Accumulated Other Comprehensive Income (Loss)
(In thousands)
		Amounts reclassified from
		Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive	Affected line item in the		For the Year Ended		For the Year Ended
Income Components	Statement of Operations		December 31, 2014		December 31, 2013
Gains and losses on cash flow hedges
Interest rate swaps	Interest expense		$	(2,502)	$	(967)
	Provision for income taxes			307		(269)
Total reclassifications for the period	Net of tax		$	(2,195)	$	(1,236)

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.

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RENTALS UNDER OPERATING LEASES

STOCK-BASED PLANS-K

12 Months Ended

Dec. 31, 2014

STOCK-BASED PLANS

STOCK-BASED PLANS

NOTE 15 STOCK BASED PLANS

On November 9, 2010 (the “Effective Date”), HHC adopted The Howard Hughes Corporation 2010 Equity Incentive Plan (the “Equity Plan”). Pursuant to the Equity Plan, 3,698,050 shares of HHC common stock were reserved for issuance. The Equity Plan provides for grants of options, stock appreciation rights, restricted stock, other stock‑based awards and performance‑based compensation (collectively, “the Awards”). Directors, employees and consultants of HHC and its subsidiaries and affiliates are eligible for awards. The Equity Plan is administered by the Compensation Committee of the Board of Directors (“Committee”). Option grant amounts are awarded by the Committee.

Compensation cost for share‑based payment arrangements totaled $8.2 million, $5.7 million and $4.3 million for 2014, 2013 and 2012, respectively. As of December 31, 2014, there were a maximum of 2,434,995 shares available for future grant under our various stock plans.

Stock Options

The following tables summarize stock option activity:


				Weighted Average	Aggregate
		Weighted Average		Remaining	Intrinsic
	Shares	Exercise Price		Contractual Term	Value
				(In years)
Stock options outstanding at January 1, 2012	712,640	$	57.72
Granted	200,000		64.19
Exercised	-		-
Forfeited	(50,700)		58.62
Expired	-		-
Stock options outstanding at December 31, 2012	861,940	$	59.17

Granted	132,100		99.38
Exercised	-		-
Forfeited	(28,600)		62.40
Expired	-		-
Stock options outstanding at December 31, 2013	965,440	$	64.57

Granted	116,500		144.26
Exercised	-		-
Forfeited	(35,450)		87.45
Expired	-		-
Stock options outstanding at December 31, 2014	1,046,490	$	72.61	7.0	$	61,986,678

Stock options exercisable at December 31, 2014	400	$	57.77	2.5	$	29,060

Remaining unvested options outstanding and expected to vest	1,024,077	$	72.33	7.0	$	60,907,525

Information related to stock options outstanding as of December 31, 2014 is summarized below:


				Weighted Average
	Number	Weighted Average		Remaining	Number
Range of Exercise Prices	Outstanding	Exercise Price		Contractual Term	Exercisable
				(In years)
$46.49 - $55.82	63,500	$	51.26	6.8	-
$57.77 - $60.33	580,400		57.95	6.3	400
$61.64 - $69.75	170,240		66.17	7.3	-
$81.80 - $110.50	128,100		99.90	8.5	-
$125.09 - $151.72	104,250		144.17	9.4	-
	1,046,490	$	71.02	7.0	400

The fair value on the grant date and the significant assumptions used in the Black‑Scholes option‑pricing model are as follows:


	As of December 31,
	2014		2013		2012
Grant date fair value	$	48.65	$	28.04	$	19.33
Expected life of options (in years)		7.5		7.3		7.3
Risk-free interest rate		2.2%		1.8%		1.4%
Expected volatility		25.7%		22.0%		25.0%
Expected annual dividend per share		-		-		-

The computation of the expected volatility assumption used in the Black‑Scholes calculations is based on the median asset volatility of comparable companies as of each of the grant dates.

Generally, options granted vest over requisite service periods or on a graduated scale based on total shareholder returns, expire ten years after the grant date and generally do not become exercisable until their restrictions on exercise lapses after the five –year anniversary of the grant date. For options that vest based on shareholder returns, the grant date fair values are calculated using a Monte-Carlo approach which simulates our stock price on the corresponding vesting dates before applying the Black Scholes model.

The balance of unamortized stock option expense as of December 31, 2014 is $12.8 million, which is expected to be recognized over a weighted‑average period of 3.0 years. Expense associated with stock options was $4.3 million, $3.5 million and $3.0 million for the years ended December 31, 2014, 2013 and 2012, respectively, which are included in General and administrative expense in the accompanying Consolidated Statements of Operations.

Restricted Stock

Restricted stock awards issued under the Equity Plan provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed as established by the Committee. In addition to the granting of restricted stock to certain members of management, we award restricted stock to our non‑employee directors as part of their annual retainer. The management awards vest over five years, and the restriction on the non‑employee director shares lapse in June of each year. Generally, upon termination of employment or directorship, restricted stock units and restricted shares which have not vested are forfeited.

The following table summarizes restricted stock activity:


		Weighted Average
		Grant Date
	Shares	Fair Value

Restricted stock outstanding at January 1, 2012	42,553	$	65.18
Granted	27,933		63.86
Vested	(12,553)		59.77
Restricted stock outstanding at December 31, 2012	57,933	$	65.72

Granted	77,434		79.77
Vested	(13,033)		60.15
Restricted stock outstanding at December 31, 2013	122,334	$	75.21

Granted	61,750	$	126.38
Vested	(11,394)		97.72
Restricted stock outstanding at December 31, 2014	172,690	$	92.02

The grant date fair value of the restricted stock is based on the closing sales price of our common stock on the grant date. For restricted stock awards that vest based on shareholder returns, the grant date fair values are calculated using a Monte-Carlo approach which simulates expected stock value on corresponding vesting dates and then discounts that back to the valuation date.

Recognized compensation expense of $3.9 million, $2.2 million and $1.3 million for the years ended December 31, 2014, 2013 and 2012, respectively, and are included in General and administrative expense related to restricted stock awards in the accompanying Consolidated Statements of Operations. The fair value of restricted stock that vested during 2014 was $1.7 million. The balance of unamortized restricted stock expense as of December 31, 2014 was $10.4 million, which is expected to be recognized over a weighted‑average period of 3.33 years.

RENTALS UNDER OPERATING LEASES-K

12 Months Ended

Dec. 31, 2014

RENTALS UNDER OPERATING LEASES

NOTE 16 RENTALS UNDER OPERATING LEASES

We receive rental income from the leasing of retail, office, multi-family and other space under operating leases. Such operating leases are with a variety of tenants, the majority of which are national and regional retail chains and local retailers. The minimum future rentals based on operating leases of our consolidated properties held as of December 31, 2014 are as follows:


	Total
	Minimum
Year	Rent
	(In thousands)
2015	$	112,488
2016		103,487
2017		96,518
2018		88,816
2019		81,872
Subsequent		309,936

Minimum future rentals exclude amounts which are payable by certain tenants based upon a percentage of their gross sales or as reimbursement of operating expenses and amortization of above-market and below‑market tenant leases.

Percentage rent in lieu of fixed minimum rent recognized from tenants for the years ended December 31, 2014, 2013 and 2012 was $2.9 million, $2.2 million and $3.8 million, respectively.

Overage rent of approximately $2.4 million, $2.6 million, and $2.8 million for the years ended December 31, 2014, 2013 and 2012, respectively, are included in Other rental and property revenues in our Consolidated Statements of Operations.

SEGMENTS-K

12 Months Ended

Dec. 31, 2014

SEGMENTS

SEGMENTS

NOTE 17 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 segments 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. 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. For the year ended December 31, 2014, one commercial land sales buyer represented 11% of revenues of the Company.

Operating Assets – includes retail, office, and multi-family properties, The Woodlands Resort & Conference Center, The Club at Carlton Woods and other real estate investments. These assets are currently generating revenues, and we believe there is an opportunity to redevelop or reposition certain of these assets to improve operating performance.

Strategic Developments – includes our condominium projects and all other properties held for development which have no substantial operations.

Our segments are managed separately, therefore we use different operating measures 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 that REP EBT provides useful information about the operating performance of all of our properties.

REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, corporate other income, corporate interest income, corporate interest and depreciation expense, provision for income taxes, warrant liability gain (loss), loss on settlement of tax indemnity receivable, and the change in tax indemnity receivable. We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. We also present this measure because we believe certain investors use it as a measure of a company’s historical operating performance and its ability to service and incur debt. We believe that the inclusion of certain adjustments to net income (loss) to calculate REP EBT is appropriate to provide additional information to investors.

Segment operating results are as follows:


	Year Ended December 31,
	2014		2013		2012
	(In thousands)
Master Planned Communities
Land sales	$	325,099	$	251,217	$	182,643
Builder price participation		20,908		9,356		5,747
Minimum rents		818		781		576
Other land revenues		16,470		13,416		18,073
Total revenues		363,295		274,770		207,039
Cost of sales - land		119,672		124,040		89,298
Land sales operations		31,932		30,826		32,817
Land sales real estate and business taxes		9,862		7,588		7,558
Provision for (recovery of) doubtful accounts		(11)		-		-
Depreciation and amortization		397		32		72
Interest income		(118)		(16)		(45)
Interest expense (*)		(19,620)		(18,678)		(14,598)
Total expenses		142,114		143,792		115,102
MPC EBT		221,181		130,978		91,937

Operating Assets
Minimum rents		95,807		80,124		81,140
Tenant recoveries		28,133		20,901		23,210
Resort and conference center revenues		37,921		39,201		39,782
Other rental and property revenues		24,429		20,360		20,959
Total revenues		186,290		160,586		165,091

Other property operating costs		62,752		61,146		60,072
Rental property real estate taxes		14,860		12,065		11,292
Rental property maintenance costs		8,592		7,552		8,073
Resort and conference center operations		31,829		29,454		29,112
Provision for doubtful accounts		1,399		835		1,335
Demolition costs		6,712		2,078		-
Development-related marketing costs		9,770		3,462		-
Depreciation and amortization		49,272		31,427		23,318
Interest income		(151)		(135)		(185)
Interest expense		17,081		19,146		16,289
Equity in Earnings from Real Estate and Other Affiliates		(2,025)		(3,893)		(3,683)
Total expenses		200,091		163,137		145,623
Operating Assets EBT		(13,801)		(2,551)		19,468

Strategic Developments
Minimum rents		609		763		905
Tenant recoveries		220		167		141
Condominium rights and unit sales		83,565		32,969		267
Other land revenues		33		-		-
Other rental and property revenues		553		163		3,443
Total revenues		84,980		34,062		4,756

Condominium rights and unit cost of sales		49,995		16,572		96
Other property operating costs		4,282		5,547		3,094
Real estate taxes		2,547		2,226		2,351
Rental property maintenance costs		543		531		582
Provision for (recovery of) doubtful accounts		16		-		(111)
Demolition costs		22		-		-
Development-related marketing costs		13,013		1,449		-
Other income, net		(2,373)		(3,609)		-
Depreciation and amortization		1,706		189		225
Interest expense (*)		(11,918)		(4,318)		219
Equity in Earnings from Real Estate and Other Affiliates		(21,311)		(10,535)		-
Total expenses		36,522		8,052		6,456
Strategic Developments EBT		48,458		26,010		(1,700)
REP EBT	$	255,838	$	154,437	$	109,705

(*)Negative interest expense amounts are due to interest capitalized in our Master Planned Communities and Strategic Developments segments related to Operating Assets segment debt and the Senior Notes.

The following reconciles REP EBT to GAAP‑basis income (loss) before taxes:


	Year Ended December 31,
Reconciliation of REP EBT to GAAP-net income (loss) before taxes	2014		2013		2012
	(In thousands)
REP EBT	$	255,838	$	154,437	$	109,705
General and administrative		(73,569)		(48,466)		(36,548)
Corporate interest income/(expense), net		(30,819)		(10,575)		10,153
Warrant liability loss		(60,520)		(181,987)		(185,017)
Increase (reduction) in tax indemnity receivable		90		(1,206)		(20,260)
Loss on settlement of tax indemnity receivable		(74,095)		-		-
Corporate other income, net		27,098		25,869		2,125
Corporate depreciation and amortization		(4,583)		(2,197)		(814)
Income (loss) before taxes	$	39,440	$	(64,125)	$	(120,656)

The following reconciles segment revenues to GAAP‑basis consolidated revenues:


	Year Ended December 31,
Reconciliation of Segment Basis Revenues to GAAP Revenues	2014		2013		2012
	(In thousands)
Master Planned Communities	$	363,295	$	274,770	$	207,039
Operating Assets		186,290		160,586		165,091
Strategic Developments		84,980		34,062		4,756
Total revenues	$	634,565	$	469,418	$	376,886

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


	Year Ended December 31,
	2014		2013
	(In thousands)
Master Planned Communities	$	1,877,043	$	1,760,639
Operating Assets		1,934,350		1,158,337
Strategic Developments		879,896		462,525
Total segment assets		4,691,289		3,381,501
Corporate and other		428,642		1,186,367
Total assets	$	5,119,931	$	4,567,868

A portion of the tax indemnification asset in the amount of $185.7 million was incorrectly included in the Operating Assets segment at December 31, 2013 rather than the Corporate segment. The amounts in the table above at December 31, 2013 have been corrected to appropriately include the entire tax indemnification asset of $320.5 million in the Corporate segment.

The increase in the Operating Asset segment asset balance as of December 31, 2014 of $776.0 million compared to 2013 is primarily due to the opening of Downtown Summerlin, $423.7 million; the reopening of The Outlet Collection at Riverwalk, $53.8 million; the acquisitions of 10-60 Columbia Office Properties, $130 million, 85 South Street, $24.4 million and the fee simple interest at 110 Wacker, $12.2 million; the placing in service of Two Hughes Landing, $45.2 million and 3831 Technology Forest Drive, $16.6 million; increased development expenditures at Seaport, $61.0 million; and the completion of the renovation at The Woodlands Resort & Conference Center $52.4 million.

The increase in the Strategic Development segment’s asset balance as of December 31, 2014 of $394.1 million compared to December 31, 2013 is primarily due to $151.6 million of buyer deposits collected on the sale of condominium units for both Waiea Condominiums and Anaha Condominiums in Ward Village, the $141.8 million purchase of a land parcel near South Street Seaport, development costs of $78.0 million for the 1725-35 Hughes Landing Boulevard office buildings, $41.6 million for Ward Village, $58.7 million for One Lake’s Edge, $20.3 million for Hughes Landing Retail, $18.8 million for Waterway Square Hotel (Westin), $31.9 million for various other development projects at The Woodlands, $22.2 million in buildings and equipment from the completion of the transformation of the IBM building at Ward Village into an information center and sales gallery, and the reduction of $163.8 million resulting from the transfer of Downtown Summerlin and Two Hughes Landing to the Operating segment.

Corporate and other assets as of December 31, 2014 consist primarily of Cash and cash equivalents. The $757.7 million decrease compared to December 31, 2013 is primarily due to cash used to fund the Conroe and Seaport District Assemblage acquisitions, as well as a $65.3 million tax payment made to the IRS as a result of the Tax Court case ruling net of $138.0 million received from GGP in connection with the Settlement Agreement. See Note 9 – Income Taxes.

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.

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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
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QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)-K

12 Months Ended

Dec. 31, 2014

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

NOTE 18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


	2014
	First		Second		Third			Fourth
	Quarter		Quarter		Quarter			Quarter
	(In thousands, except share amounts)
Total revenues	$	98,653	$	209,631	$	119,228		$	207,053
Operating income		13,947		91,781		23,850			37,144
Net income (loss)		(86,331)		(14,733)		45,615			31,929
Net income (loss) attributable to common stockholders		(86,316)		(14,760)		45,615			31,930
Earnings (loss) per share:
Basic		(2.19)		(0.37)		1.16			0.81
Diluted		(2.19)		(0.37)		0.48	(a)		(1.18)	(a)
Weighted average shares outstanding:
Basic		39,454		39,458		39,465			39,464
Diluted		39,454		39,458		43,171			43,027


	2013
	First		Second		Third			Fourth
	Quarter		Quarter		Quarter			Quarter
	(In thousands, except share amounts)
Total revenues	$	90,091	$	145,759	$	99,615		$	133,953
Operating income		9,294		47,790		10,700			43,430
Net income (loss)		(23,170)		(76,496)		7,433			18,538
Net income (loss) attributable to common stockholders		(23,124)		(76,554)		7,335			18,533
Earnings (loss) per share:
Basic		(0.59)		(1.94)		0.19			0.47
Diluted		(0.59)		(1.94)		0.17	(a)		0.44	(a)
Weighted average shares outstanding:
Basic		39,441		39,445		39,454			39,454
Diluted		39,441		39,445		42,439			42,529

Diluted earnings per share includes the impact of warrants, in the money options and restricted stock. Net income was also adjusted for the warrant gain during the period.

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION-K

12 Months Ended

Dec. 31, 2014

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2014


($ in thousands)				Initial Cost (b)				Costs Capitalized Subsequent to Acquisition (c)				Gross Amounts at Which Carried at Close of Period (d)
						Buildings				Buildings				Buildings							Date
						and				and				and				Accumulated		Date of	Acquired /
Name of Center	Location	Encumbrances (a)		Land		Improvements (f)		Land		Improvements (f)		Land		Improvements (e)		Total		Depreciation (f)		Construction	Completed
Alameda Plaza	Pocatello, ID	$	-	$	740	$	2,060	$	(740)	$	(1,381)	$	-	$	679	$	679	$	-		2002
AllenTowne	Dallas, TX		-		25,575		-		(25,575)		25,475		-		25,475		25,475		-		2006
Anaha Condominiums	Honolulu, HI		-		-		47,783		-		-		-		47,783		47,783		-		—
Bridgeland	The Woodlands, TX		15,884		257,222		-		157,571		3,523		414,793		3,523		418,316		599		2004
Bridges at Mint Hill	Charlotte, NC		-		-		-		-		21,097		-		21,097		21,097		-		2007
Century Plaza	Birmingham, AL		-		3,164		28,514		(3,164)		(24,241)		-		4,273		4,273		-		1997
Circle T Ranch and Power Center	Dallas/Fort Worth, TX		-		-		-		-		40		-		40		40		-		2005
70 Columbia Corporate Center	Howard County, MD		20,000		1,281		14,523		-		6,256		1,281		20,779		22,060		1,612		2004
Columbia Office Properties	Howard County, MD		-		1,575		28,447		23,404		83,493		24,979		111,940		136,919		12,517		2004
Columbia Regional Building	Howard County, MD		20,513		-		28,865		-		-		-		28,865		28,865		1,206		2014
Conroe	Conroe, TX		-		99,284		-		-		-		99,284		-		99,284		-		2014
Cottonwood Mall	Salt Lake City, UT		-		7,613		42,987		(7,613)		(22,271)		-		20,716		20,716		-		2002
Cottonwood Square	Salt Lake City, UT		-		1,558		4,339		-		913		1,558		5,252		6,810		1,624		2002
Creekside Village Green	The Woodlands, TX		-		-		-		-		15,054		-		15,054		15,054		-		—
Downtown Summerlin	Las Vegas, NV		229,153		-		-		17,248		339,399		17,248		339,399		356,647		2,146		2004
Elk Grove Promenade	Elk Grove, CA		-		-		-		-		8,412		-		8,412		8,412		4		2003
Hughes Landing Hotel	The Woodlands, TX		-		-		6,752		-		-		-		6,752		6,752		-		—
Hughes Landing Retail	The Woodlands, TX		17,424		-		-		-		26,320		-		26,320		26,320		-		—
One Hughes Landing	The Woodlands, TX		52,000		-		-		1,678		35,062		1,678		35,062		36,741		1,626		2012
Two Hughes Landing	The Woodlands, TX		19,992		-		-		2,109		34,941		2,109		34,941		37,050		296		—
Three Hughes Landing	The Woodlands, TX		-		-		13,008		-		-		-		13,008		13,008		-		—
1725-35 Hughes Landing Boulevard	The Woodlands, TX		47,513		-		-		-		84,599		-		84,599		84,599		-		—
Kendall Town Center	Miami, FL		-		-		-		-		18,579		-		18,579		18,579		-		2004
1701 Lake Robbins	The Woodlands, TX		4,600		1,663		3,725		-		-		1,663		3,725		5,388		39		2014
2201 Lake Woodlands Drive	The Woodlands, TX		-		3,755		-		-		-		3,755		-		3,755		-		2011
One Lake's Edge	The Woodlands, TX		40,787		-		-		-		64,800		-		64,800		64,800		-		—
Lakemoor (Volo) Land	Volo, IL		-		320		-		(320)		321		-		321		321		-		1995
Landmark Mall	Alexandria, VA		-		28,396		67,235		(19,408)		(37,427)		8,988		29,808		38,796		8,118		2003
Maryland Communities	Howard County, MD		-		457,552		-		(397,669)		6,854		59,883		6,854		66,738		106		2004
Millennium Waterway Apartments	The Woodlands, TX		55,584		15,917		56,002		-		-		15,917		56,002		71,919		5,810		2012
9303 New Trails	The Woodlands, TX		13,074		1,929		11,915		-		1,959		1,929		13,874		15,803		1,513		2011
110 N. Wacker	Chicago, IL		29,000		-		29,035		12,249		5,461		12,249		34,496		46,745		13,366		1997
Outlet Collection at Riverwalk	New Orleans, LA		47,118		-		94,513		-		(1,896)		-		92,617		92,617		4,391		2004
Park West	Peoria, AZ		-		16,526		77,548		1,201		925		17,727		78,473		96,199		20,224	2008
80 South Street	New York, NY		-		-		144,015		-		-		-		144,015		144,015		-
South Street Seaport	New York, NY		-		-		7,884		15,913		100,630		15,913		108,514		124,427		520		2004
Summerlin	Las Vegas, NV		22,389		990,179		-		(128,520)		987		861,659		987		862,646		440		2004
3831 Technology Forest	The Woodlands, TX		-		514		14,194		-		-		514		14,194		14,708	-	21		2014
The Club at Carlton Woods	The Woodlands, TX		-		13,796		457		393		2,439		14,189		2,896		17,084		394		2011
The Metropolitan Downtown Columbia	Columbia, MD		-		-		-		-		1,484		-		1,484		1,484		-		—
The Woodlands	The Woodlands, TX		176,663		267,996		9,814		(57,180)		118		210,816		9,932		220,749		1,378		2011
The Woodlands Parking Garages	The Woodlands, TX		-		5,857		-		689		6,303		6,546		6,303		12,848		184		2011
The Woodlands Resort & Conference Center	The Woodlands, TX		76,027		13,258		37,983		-		71,345		13,258		109,328		122,586		4,022		2011
Waiea Condominiums	Honolulu, HI		-		-		30,555		-		-		-		30,555		30,555		-		—
Ward Village	Honolulu, HI		238,716		164,007		89,321		(21,157)		189,259		142,850		278,580		421,430		52,551		2002
Ward Workforce Housing	Honolulu, HI		-		-		5,114		-		-		-		5,114		5,114		-		—
Waterway Garage Retail	The Woodlands, TX		-		1,342		4,255		(1)		1,106		1,341		5,361		6,702		548		2011
3 Waterway Square	The Woodlands, TX		52,000		748		-		-		42,214		748		42,214		42,962		3,162		2012
4 Waterway Square	The Woodlands, TX		38,289		1,430		51,553		-		6,748		1,430		58,301		59,731		7,005		2011
Waterway Square Hotel	The Woodlands, TX		-		-		22,473		-		-		-		22,473		22,473		-		—
20/25 Waterway Avenue	The Woodlands, TX		14,330		2,346		8,871		-		617		2,346		9,488		11,834		1,101		2011
West Windsor	Princeton, NJ		-		-		-		53		23,617		53		23,617		23,670		-		2004
1400 Woodloch Forest	The Woodlands, TX		-		-		-		1,570		14,045		1,570		14,045		15,615		6,612		1981
Corporate	Various		762,414		885		1,027		(885)		16,336		-		17,363		17,363		4,048		—
Total HHC		$	1,993,470	$	2,386,428	$	984,767	$	(428,154)	$	1,173,515	$	1,958,273	$	2,158,282	$	4,116,556	$	157,182

(a)

See description of mortgages, notes and other debt payable in Note 8 of the Consolidated Financial Statements.

(b)

Initial cost for constructed malls is cost at end of first complete calendar year subsequent to opening.

(c)

For retail and other properties, costs capitalized subsequent to acquisitions is net of cost of disposals or other property write‑downs. For Master Planned Communities, costs capitalized subsequent to acquisitions are net of land sales.

(d)

The aggregate cost of land, building and improvements for federal income tax purposes is approximately $3.5 billion.

(e)

Includes all amounts related to Developments.

(f)

Depreciation is computed based upon the following estimated lives:


		Years
Building and improvements		10 - 45
Equipment, tenant improvements and fixtures		5 - 10
Computer hardware and software, and vehicles		3 - 5


Reconciliation of Real Estate
	2014		2013		2012
	(In thousands)
Balance at beginning of year	$	3,024,833	$	2,746,596	$	2,589,730
Change in Land		296,147		90,124		66,889
Additions		973,833		352,141		179,372
Impairments		-		-		-
Dispositions and write-offs and land and condominium costs of sales		(178,257)		(164,028)		(89,395)
Balance at end of year	$	4,116,556	$	3,024,833	$	2,746,596

Reconciliation of Accumulated Depreciation
	2014		2013		2012
	(In thousands)
Balance at beginning of year	$	111,728	$	112,491	$	91,605
Depreciation Expense		50,683		29,637		19,457
Dispositions and write-offs		(5,229)		(30,400)		1,429
Balance at end of year	$	157,182	$	111,728	$	112,491

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)-K

12 Months Ended

Dec. 31, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

Use of Estimates

Investment in Real Estate

Master Planned Community Assets, Land, Buildings and Equipment

We periodically review the estimated useful lives of properties. Depreciation or amortization expense is computed using the straight‑line method based upon the following estimated useful lives:


Asset Type		Years
Buildings and improvements		10 - 45
Equipment, tenant improvements and fixtures		5 - 10
Computer hardware and software, and vehicles		3 - 5

Developments

Our Developments are made up of the following categories:


	December 31,
	2014		2013
	(In thousands)
Land & improvements	$	164,280	$	194,282
Development costs		667,228		293,874
Condominium		82,795		-
Total Developments	$	914,303	$	488,156

Real Estate and Other Affiliates

Acquisitions of Properties

Impairment

Cash and Cash Equivalents

Revenue Recognition and Related Matters

Land Sales Revenue

Rental Revenue

Revenue associated with our operating assets includes minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries and overage rent.

Condominium Rights and Unit Sales

Resort and Conference Center Revenue

Revenue for the resort and conference center is recognized as services are performed and primarily represents room rentals and food and beverage sales.

Other Income

Accounts Receivable

Accounts receivable includes tenants, tenant recoveries, and other receivables, and straight‑line rent receivables.

The following table summarizes the changes in allowance for doubtful accounts against our accounts receivables:


	2014		2013		2012
	(In thousands)
Balance as of January 1	$	7,390	$	8,914	$	8,496
Change in provision		1,404		836		1,224
Write-offs		(1,175)		(2,360)		(806)
Balance as of December 31	$	7,619	$	7,390	$	8,914

Municipal Utility District receivables

Notes Receivable

We estimate the allowance for uncollectible notes receivable based on our assessment of expected receipts of future cash flows with consideration given to any collateral securing the respective note.

Income Taxes

Tax Indemnity Receivable

Deferred Expenses

Stock Plans

Earnings Per Share

Information related to our EPS calculations is summarized as follows:


	Year ended December 31,
	2014		2013		2012
	(In thousands, except share amounts)
Basic EPS:
Numerator:
Net loss	$	(23,520)	$	(73,695)	$	(127,543)
Net income attributable to noncontrolling interests		(11)		(95)		(745)
Net loss attributable to common stockholders	$	(23,531)	$	(73,790)	$	(128,288)

Denominator:
Weighted average number of common shares outstanding		39,464		39,449		38,127

Diluted EPS:
Numerator:
Net loss attributable to common stockholders	$	(23,531)	$	(73,790)	$	(128,288)
Less: Warrant liability gain		-		-		-
Adjusted net income (loss) available to common stockholders	$	(23,531)	$	(73,790)	$	(128,288)

Denominator:
Weighted average number of common shares outstanding		39,464		39,449		38,127
Warrants		-		-		-
Weighted average diluted common shares oustanding		39,464		39,449		38,127

Basic loss per share	$	(0.60)	$	(1.87)	$	(3.36)

Diluted loss per share	$	(0.60)	$	(1.87)	$	(3.36)

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)-K

12 Months Ended

Dec. 31, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of estimated useful lives


Asset Type		Years
Buildings and improvements		10 - 45
Equipment, tenant improvements and fixtures		5 - 10
Computer hardware and software, and vehicles		3 - 5

Schedule of categories of developments


	December 31,
	2014		2013
	(In thousands)
Land & improvements	$	164,280	$	194,282
Development costs		667,228		293,874
Condominium		82,795		-
Total Developments	$	914,303	$	488,156

Summary of changes in allowance for doubtful accounts against accounts receivables


	2014		2013		2012
	(In thousands)
Balance as of January 1	$	7,390	$	8,914	$	8,496
Change in provision		1,404		836		1,224
Write-offs		(1,175)		(2,360)		(806)
Balance as of December 31	$	7,619	$	7,390	$	8,914

Summary of information related to the entity's EPS calculations


	Year ended December 31,
	2014		2013		2012
	(In thousands, except share amounts)
Basic EPS:
Numerator:
Net loss	$	(23,520)	$	(73,695)	$	(127,543)
Net income attributable to noncontrolling interests		(11)		(95)		(745)
Net loss attributable to common stockholders	$	(23,531)	$	(73,790)	$	(128,288)

Denominator:
Weighted average number of common shares outstanding		39,464		39,449		38,127

Diluted EPS:
Numerator:
Net loss attributable to common stockholders	$	(23,531)	$	(73,790)	$	(128,288)
Less: Warrant liability gain		-		-		-
Adjusted net income (loss) available to common stockholders	$	(23,531)	$	(73,790)	$	(128,288)

Denominator:
Weighted average number of common shares outstanding		39,464		39,449		38,127
Warrants		-		-		-
Weighted average diluted common shares oustanding		39,464		39,449		38,127

Basic loss per share	$	(0.60)	$	(1.87)	$	(3.36)

Diluted loss per share	$	(0.60)	$	(1.87)	$	(3.36)

REAL ESTATE AND OTHER AFFILIATES (Tables)-K

12 Months Ended

Dec. 31, 2014

REAL ESTATE AND OTHER AFFILIATES

Schedule of information related to investments in real estate and other affiliates

	Economic/ Legal Ownership				Carrying Value				Share of Earnings/Dividends
	December 31,				December 31,				December 31,
	2014		2013		2014		2013		2014		2013		2012
	(In percentages)				(In thousands)
Equity Method Investments:
Circle T Ranch and Power Center (a)	50.00	%	50.00	%	$	9,004	$	9,004	$	-	$	-	$	-
Discovery Land (a)	-		-			-		-		-		-		-
Forest View/Timbermill Apartments (b) (c)	-		-			-		-		-		-		4
HHMK Development, LLC (a) (d)	50.00	%	50.00	%		10		13		2,120		732		-
KR Holdings, LLC (a) (d)	50.00	%	50.00	%		9,183		19,764		19,470		9,877		-
Millennium Waterway Apartments (c) (e)	100.00	%	100.00	%		-		-		-		-		407
Millennium Woodlands Phase II, LLC (c) (f)	81.43	%	81.43	%		1,023		2,174		(1,291)		(74)		-
Parcel C (a) (d)	50.00	%	50.00	%		8,737		5,801		-		-		-
The Metropolitan Downtown Columbia (a)	50.00	%	50.00	%		4,800		3,461		-		-		-
Stewart Title (c)	50.00	%	50.00	%		3,869		3,843		1,301		1,223		902
Summerlin Apartments, LLC (a) (d)	50.00	%	50.00	%		-		-		-		-		-
Summerlin Las Vegas Baseball Club (c) (d)	50.00	%	50.00	%		10,548		10,636		(88)		(13)		-
Woodlands Sarofim #1 (c)	20.00	%	20.00	%		2,595		2,579		175		180		(6)
						49,769		57,275		21,687		11,925		1,307
Cost basis investments						3,917		3,746		1,649		2,503		2,376
Investment in Real Estate and Other Affiliates					$	53,686	$	61,021	$	23,336	$	14,428	$	3,683

(a)

Investment included in Strategic Developments segment.

(b)

(c)

Investment included in Operating Assets segment.

(d)

Equity method variable interest entities.

(e)

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

(f)

Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter of 2014.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)-K

12 Months Ended

Dec. 31, 2014

FAIR VALUE OF FINANCIAL INSTRUMENTS

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


		December 31, 2014								December 31, 2013
		Fair Value Measurements Using								Fair Value Measurements Using
			Quoted Prices		Significant						Quoted Prices		Significant
			in Active		Other		Significant				in Active		Other		Significant
			Markets for		Observable		Unobservable				Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs				Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)

				(In thousands)								(In thousands)
Assets:
Cash equivalents	$	75,027	$	75,027	$	-	$	-	$	-	$	-	$	-	$	-
Liabilities:
Warrants		366,080		-		-		366,080		305,560		-		-		305,560
Interest rate swaps		3,144		-		3,144		-		4,164		-		4,164		-

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

		December 31,
	2014		2013		2012
		(In thousands)
Beginning of year	$	305,560	$	123,573	$	127,764
Warrant liability loss (a)		60,520		181,987		185,017
Settlements (b)		-		-		(189,208)
End of year	$	366,080	$	305,560	$	123,573

(a)

All losses during 2014 and 2013, and $73.8 million of the loss during 2012, were unrealized.

(b)

Settlements were for $80.5 million in cash and 1,525,272 shares of our common stock. Please refer to Note 3 – Sponsors and Management Warrants.

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

Unobservable Inputs

Fair Value

Valuation Technique

Expected Volatility (a)

Marketability Discount (b)

(In thousands)

Warrants

366,080

Option Pricing Valuation Model

24.5%

18.0%-20.0%

(a)

Based on our implied equity volatility.

(b)

Represents the discount rate for lack of marketability of the Management Warrants. The discount rates ranged from 29.0%-30.0% at December 31, 2013.

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

		December 31, 2014					December 31, 2013
	Fair Value	Carrying		Estimated Fair			Carrying		Estimated Fair
	Hierarchy	Amount		Value			Amount		Value
		(In thousands)
Assets:
Cash and cash equivalents	Level 1	$	485,424	$	485,424		$	894,948	$	894,948
Notes receivable, net (a)	Level 3		28,630		28,630			20,554		20,554
Tax indemnity receivable, including interest	n.a.		-		-	(b)		320,494		-	(b)

Liabilities:
Fixed-rate debt	Level 2	$	1,030,554	$	1,050,333		$	1,004,886	$	1,045,298
Variable-rate debt (c)	Level 2		962,916		962,916			509,737		509,737
Total mortgages, notes and loans payable	Level 2	$	1,993,470	$	2,013,249		$	1,514,623	$	1,555,035

(a)

Notes receivable is shown net of an allowance of $471 and $426 for the periods ending December 31, 2014 and 2013 respectively.

(b)

(c)

$172.0 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt.

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)-K

12 Months Ended

Dec. 31, 2014

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of mortgages, notes and loans payable

	December 31,
	2014		2013
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,008,165	$	971,786
Special Improvement District bonds		22,389		33,100
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		962,916		509,737
Total mortgages, notes and loans payable	$	1,993,470	$	1,514,623

(a)

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

Schedule of mortgages, notes and loans payable by property

					Maximum		Carrying Value
		Interest			Facility		December 31,		December 31,
($ In thousands)	Maturity (a)	Rate			Amount		2014		2013
Master Planned Communities
Bridgeland Land Loan	June 2022	5.50	%				$	15,874	$	18,066
Bridgeland Development Loan	June 2015	5.00	%	(b)	$	30,000		10		-
Summerlin South SID Bonds - S108	December 2016	5.95	%					563		823
Summerlin South SID Bonds - S124	December 2019	5.95	%					236		285
Summerlin South SID Bonds - S128	December 2020	6.05	%					623		707
Summerlin South SID Bonds - S128C	December 2030	6.05	%					5,274		5,511
Summerlin South SID Bonds - S132	December 2020	6.00	%					2,936		3,962
Summerlin South SID Bonds - S151	June 2025	6.00	%					6,211		6,623
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%					2,805		11,168
The Woodlands Master Credit Facility	August 2018	2.91	%	(b)		250,000		176,663		176,663
Master Planned Communities Total								211,195		223,808

Operating Assets
70 Columbia Corporate Center (c)	July 2019	2.41	%	(b)				20,000		16,287
Columbia Regional Building	March 2018	2.16	%	(b)		23,008		20,513		9,207
Downtown Summerlin	July 2019	2.41	%	(b)		311,800		229,153		-
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%					310		452
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					3,431		3,569
One Hughes Landing	December 2029	4.30	%					52,000		19,128
Two Hughes Landing	September 2018	2.81	%	(b)		41,230		19,992		10
1701 Lake Robbins	April 2017	5.81	%					4,600		-
Millennium Waterway Apartments	June 2022	3.75	%					55,584		55,584
110 N. Wacker (d)	October 2019	5.21	%	(b)				29,000		29,000
9303 New Trails	December 2023	4.88	%					13,074		13,398
Outlet Collection at Riverwalk	October 2018	2.91	%	(b)		64,400		47,118		-
The Woodlands Resort & Conference Center	February 2019	3.66	%	(b)		95,000		76,027		36,100
Victoria Ward	September 2016	3.35	%	(b)		250,000		238,716		238,716
20/25 Waterway Avenue	May 2022	4.79	%					14,330		14,450
3 Waterway Square	August 2028	3.94	%					52,000		52,000
4 Waterway Square	December 2023	4.88	%					38,289		39,237
Capital lease obligations	Various	3.60	%					135		205
Operating Assets Total								914,272		527,343

Strategic Developments
1725-35 Hughes Landing Boulevard	June 2019	2.06	%	(b)		143,000		47,513		-
Three Hughes Landing	December 2019	2.51	%			65,455		-		-
Hughes Landing Hotel	October 2020	2.66	%			37,100		-		-
Hughes Landing Retail	December 2018	2.11	%	(b)		36,575		17,424		913
One Lake's Edge	November 2018	2.66	%	(b)		73,525		40,787		-
Waiea and Anaha Condominiums	November 2019	6.91	%			600,000		-		-
Waterway Square Hotel	August 2019	2.81	%	(b)		69,300		-		-
Strategic Developments Total								105,724		913

Other Corporate Financing Arrangements	June 2018	3.00	%			22,700		19,968		21,309
Senior Notes	October 2021	6.88	%					750,000		750,000
Unamortized underwriting fees								(7,689)		(8,750)
Total mortgages, notes, and loans payable							$	1,993,470	$	1,514,623

(a)

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

(b)

The interest rate presented is based on the one month LIBOR rate, as applicable, at December 31, 2014 which was 0.1635%.

(c)

The note we assumed on August 15, 2012 was fully paid with cash on hand on April 15, 2014. On June 30, 2014, we entered into a new $20.0 million mortgage loan at one-month LIBOR plus 2.25%.

(d)

The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity.

Schedule of maturities of long-term debt


	Mortgages, notes
	and loans payable
	principal payments
	(In thousands)
2015	$	7,970
2016		247,655
2017		13,773
2018		348,294
2019		394,996
Thereafter		980,782
Total	$	1,993,470

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.

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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

Schedule of provision for (benefit from) income taxes

INCOME TAXES (Tables)-K

12 Months Ended

Dec. 31, 2014

INCOME TAXES


	2014		2013		2012
	(In thousands)
Current	$	(2,050)	$	1,218	$	2,439
Deferred		65,010		8,352		4,448
Total	$	62,960	$	9,570	$	6,887

Schedule of reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes


	2014		2013		2012
	(In thousands)
Tax at statutory rate on earnings from continuing operations before income taxes	$	13,800	$	(22,477)	$	(42,490)
Increase (decrease) in valuation allowance, net		5,602		(88,826)		(32,172)
State income taxes, net of Federal income tax benefit		1,320		1,562		1,328
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes		(512)		(2,648)		(3,087)
Tax expense (benefit) from change in rates and other permanent differences		(12,193)		4,339		13,908
Set up deferred tax liability related to captive REIT		(1,068)		53,973		-
Non-deductible warrant liability loss		21,182		63,695		65,311
Non-taxable interest income		18,373		(363)		(2,863)
Uncertain tax position expense, excluding interest		2,395		(1,034)		1,765
Uncertain tax position interest, net of Federal income tax benefit		14,061		1,349		5,187
Income tax expense	$	62,960	$	9,570	$	6,887

Schedule of amounts and expiration dates of operating loss and tax credit carryforwards


			Expiration
	Amount		Date
		(In thousands)
Net operating loss carryforwards - Federal	$	109,096		2024-2034
Net operating loss carryforwards - State		138,221		2015-2034
Capital loss carryfoward		26,345		2018-2019
Tax credit carryforwards - Federal AMT		1,955		n/a

Summary of tax effects of temporary differences and carry-forwards included in net deferred tax liabilities


	2014		2013
	(In thousands)
Deferred tax assets:
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities	$	201,303	$	201,993
Interest deduction carryforwards		80,520		85,671
Operating loss and tax credit carryforwards		53,851		48,971
Total deferred tax assets		335,674		336,635
Valuation allowance		(18,218)		(12,624)
Total net deferred tax assets	$	317,456	$	324,011
Deferred tax liabilities:
Property associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs	$	(212,093)	$	(137,930)
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities		(47,355)		(48,007)
Deferred income		(120,213)		(227,439)
Total deferred tax liabilities		(379,661)		(413,376)
Net deferred tax liabilities	$	(62,205)	$	(89,365)

Schedule of reconciliation of Unrecognized Tax Benefits

	2014		2013		2012
	(In thousands)
Unrecognized tax benefits, opening balance	$	90,532	$	95,917	$	101,408
Gross increases - tax positions in prior period		93,668		9,162		841
Gross decreases - tax positions in prior periods		-		(14,547)		(6,332)
Unrecognized tax benefits, ending balance	$	184,200	$	90,532	$	95,917

COMMITMENTS AND CONTINGENCIES (Tables)-K

12 Months Ended

Dec. 31, 2014

COMMITMENTS AND CONTINGENCIES

Summary of contractual obligations relating to the entity's long-term commitments


											Subsequent
	2015		2016		2017		2018		2019		/ Other		Total
	(In thousands)
Ground lease and other leasing commitments	$	8,151	$	9,308	$	9,687	$	7,717	$	7,933	$	329,233	$	372,029

OTHER ASSETS AND LIABILITIES (Tables)-K

12 Months Ended

Dec. 31, 2014

OTHER ASSETS AND LIABILITIES

Summary of the significant components of prepaid expenses and other assets

	December 31,
	2014		2013
	(In thousands)
Special Improvement District receivable	$	33,318	$	39,688
Equipment, net of accumulated depreciation of $2.4 million and $0.7 million, respectively		20,284		21,978
Tenant incentives and other receivables		14,264		6,757
Federal income tax receivable		8,629		6,053
Prepaid expenses		9,196		4,744
Below-market ground leases (Note 12)		19,663		20,002
Condominium deposits		151,592		12,405
Security and escrow deposits		9,829		28,082
Above-market tenant leases (Note 12)		4,656		1,095
Uncertain tax position asset		383		13,528
In-place leases (Note 12)		32,715		9,306
Intangibles		3,593		3,714
Other		2,014		6,588
	$	310,136	$	173,940

Summary of the significant components of accounts payable and accrued expenses


	December 31,
	2014		2013
	(In thousands)
Construction payables	$	170,935	$	106,741
Accounts payable and accrued expenses		34,154		44,798
Condominium deposits		82,150		12,405
Membership deposits		21,023		19,665
Above-market ground leases (Note 12)		2,272		2,431
Deferred income		65,675		26,328
Accrued interest		14,791		17,463
Accrued real estate taxes		9,903		8,581
Tenant and other deposits		12,756		9,490
Accrued payroll and other employee liabilities		25,838		15,666
Interest rate swaps		3,144		4,164
Special Assessment		2,326		2,603
Other		21,050		13,656
	$	466,017	$	283,991

INTANGIBLES (Tables)-K

12 Months Ended

Dec. 31, 2014

INTANGIBLES

Summary of intangible assets and liabilities


	Gross		Accumulated		Net
	Asset		(Amortization)		Carrying
	(Liability)		/ Accretion		Amount
			(In thousands)
As of December 31, 2014
Tenant leases:
In-place value	$	39,634	$	(6,919)	$	32,715
Above-market		5,342		(686)		4,656
Below-market		(6,184)		296		(5,888)
Ground leases:
Above-market		(3,545)		1,273		(2,272)
Below-market		23,096		(3,433)		19,663

As of December 31, 2013
Tenant leases:
In-place value	$	14,633	$	(5,327)	$	9,306
Above-market		1,596		(501)		1,095
Below-market		(482)		150		(332)
Ground leases:
Above-market		(3,546)		1,115		(2,431)
Below-market		23,096		(3,094)		20,002

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)-K

12 Months Ended

Dec. 31, 2014

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


	As of December 31,
	2014		2013
	(In thousands)
Interest rate swaps	$	3,144	$	4,164
Total derivatives designated as hedging instruments	$	3,144	$	4,164

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


	Year Ended December 31,					Year Ended December 31,
	2014		2013			2014		2013
					Location of Loss	Amount of Loss		Amount of Loss
	Amount of Loss		Amount of Gain		Reclassified from	Reclassified from		Reclassified from
Cash Flow Hedges	Recognized in OCI		Recognized in OCI		AOCI into Earnings	AOCI into Earnings		AOCI into Earnings
	(In thousands)					(In thousands)
Interest rate swaps	$	(1,192)	$	1,306	Interest expense	$	(2,195)	$	(1,236)
	$	(1,192)	$	1,306		$	(2,195)	$	(1,236)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)-K

12 Months Ended

Dec. 31, 2014

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Summary of AOCI

	For the Year Ended
	December 31, 2014
Balance as of January 1, 2014	$	(8,222)
Other comprehensive income (loss) before reclassifications		(1,685)
Amounts reclassified from accumulated other comprehensive income (loss)		2,195
Net current-period other comprehensive income		510
Balance as of December 31, 2014	$	(7,712)


	For the Year Ended
	December 31, 2013
Balance as of January 1, 2013	$	(9,575)
Other comprehensive income (loss) before reclassifications		117
Amounts reclassified from accumulated other comprehensive income (loss)		1,236
Net current-period other comprehensive income		1,353
Balance as of December 31, 2013	$	(8,222)

(a)

All amounts are net of tax.

Summary of the amounts reclassified out of AOCI


Reclassifications out of Accumulated Other Comprehensive Income (Loss)
(In thousands)
		Amounts reclassified from
		Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive	Affected line item in the		For the Year Ended		For the Year Ended
Income Components	Statement of Operations		December 31, 2014		December 31, 2013
Gains and losses on cash flow hedges
Interest rate swaps	Interest expense		$	(2,502)	$	(967)
	Provision for income taxes			307		(269)
Total reclassifications for the period	Net of tax		$	(2,195)	$	(1,236)

STOCK-BASED PLANS (Tables)-K

12 Months Ended

Dec. 31, 2014

STOCK-BASED PLANS

Summary of stock option plan activity


				Weighted Average	Aggregate
		Weighted Average		Remaining	Intrinsic
	Shares	Exercise Price		Contractual Term	Value
				(In years)
Stock options outstanding at January 1, 2012	712,640	$	57.72
Granted	200,000		64.19
Exercised	-		-
Forfeited	(50,700)		58.62
Expired	-		-
Stock options outstanding at December 31, 2012	861,940	$	59.17

Granted	132,100		99.38
Exercised	-		-
Forfeited	(28,600)		62.40
Expired	-		-
Stock options outstanding at December 31, 2013	965,440	$	64.57

Granted	116,500		144.26
Exercised	-		-
Forfeited	(35,450)		87.45
Expired	-		-
Stock options outstanding at December 31, 2014	1,046,490	$	72.61	7.0	$	61,986,678

Stock options exercisable at December 31, 2014	400	$	57.77	2.5	$	29,060

Remaining unvested options outstanding and expected to vest	1,024,077	$	72.33	7.0	$	60,907,525

Schedule of information related to stock options outstanding


				Weighted Average
	Number	Weighted Average		Remaining	Number
Range of Exercise Prices	Outstanding	Exercise Price		Contractual Term	Exercisable
				(In years)
$46.49 - $55.82	63,500	$	51.26	6.8	-
$57.77 - $60.33	580,400		57.95	6.3	400
$61.64 - $69.75	170,240		66.17	7.3	-
$81.80 - $110.50	128,100		99.90	8.5	-
$125.09 - $151.72	104,250		144.17	9.4	-
	1,046,490	$	71.02	7.0	400

Schedule of fair value on grant date and the significant assumptions used in Black-Scholes option-pricing model


	As of December 31,
	2014		2013		2012
Grant date fair value	$	48.65	$	28.04	$	19.33
Expected life of options (in years)		7.5		7.3		7.3
Risk-free interest rate		2.2%		1.8%		1.4%
Expected volatility		25.7%		22.0%		25.0%
Expected annual dividend per share		-		-		-

Summary of restricted stock activity


		Weighted Average
		Grant Date
	Shares	Fair Value

Restricted stock outstanding at January 1, 2012	42,553	$	65.18
Granted	27,933		63.86
Vested	(12,553)		59.77
Restricted stock outstanding at December 31, 2012	57,933	$	65.72

Granted	77,434		79.77
Vested	(13,033)		60.15
Restricted stock outstanding at December 31, 2013	122,334	$	75.21

Granted	61,750	$	126.38
Vested	(11,394)		97.72
Restricted stock outstanding at December 31, 2014	172,690	$	92.02

RENTALS UNDER OPERATING LEASES (Tables)-K

12 Months Ended

Dec. 31, 2014

RENTALS UNDER OPERATING LEASES

Schedule of minimum future rentals under operating leases


	Total
	Minimum
Year	Rent
	(In thousands)
2015	$	112,488
2016		103,487
2017		96,518
2018		88,816
2019		81,872
Subsequent		309,936

SEGMENTS (Tables)-K

12 Months Ended

Dec. 31, 2014

SEGMENTS

Schedule of segment operating results


	Year Ended December 31,
	2014		2013		2012
	(In thousands)
Master Planned Communities
Land sales	$	325,099	$	251,217	$	182,643
Builder price participation		20,908		9,356		5,747
Minimum rents		818		781		576
Other land revenues		16,470		13,416		18,073
Total revenues		363,295		274,770		207,039
Cost of sales - land		119,672		124,040		89,298
Land sales operations		31,932		30,826		32,817
Land sales real estate and business taxes		9,862		7,588		7,558
Provision for (recovery of) doubtful accounts		(11)		-		-
Depreciation and amortization		397		32		72
Interest income		(118)		(16)		(45)
Interest expense (*)		(19,620)		(18,678)		(14,598)
Total expenses		142,114		143,792		115,102
MPC EBT		221,181		130,978		91,937

Operating Assets
Minimum rents		95,807		80,124		81,140
Tenant recoveries		28,133		20,901		23,210
Resort and conference center revenues		37,921		39,201		39,782
Other rental and property revenues		24,429		20,360		20,959
Total revenues		186,290		160,586		165,091

Other property operating costs		62,752		61,146		60,072
Rental property real estate taxes		14,860		12,065		11,292
Rental property maintenance costs		8,592		7,552		8,073
Resort and conference center operations		31,829		29,454		29,112
Provision for doubtful accounts		1,399		835		1,335
Demolition costs		6,712		2,078		-
Development-related marketing costs		9,770		3,462		-
Depreciation and amortization		49,272		31,427		23,318
Interest income		(151)		(135)		(185)
Interest expense		17,081		19,146		16,289
Equity in Earnings from Real Estate and Other Affiliates		(2,025)		(3,893)		(3,683)
Total expenses		200,091		163,137		145,623
Operating Assets EBT		(13,801)		(2,551)		19,468

Strategic Developments
Minimum rents		609		763		905
Tenant recoveries		220		167		141
Condominium rights and unit sales		83,565		32,969		267
Other land revenues		33		-		-
Other rental and property revenues		553		163		3,443
Total revenues		84,980		34,062		4,756

Condominium rights and unit cost of sales		49,995		16,572		96
Other property operating costs		4,282		5,547		3,094
Real estate taxes		2,547		2,226		2,351
Rental property maintenance costs		543		531		582
Provision for (recovery of) doubtful accounts		16		-		(111)
Demolition costs		22		-		-
Development-related marketing costs		13,013		1,449		-
Other income, net		(2,373)		(3,609)		-
Depreciation and amortization		1,706		189		225
Interest expense (*)		(11,918)		(4,318)		219
Equity in Earnings from Real Estate and Other Affiliates		(21,311)		(10,535)		-
Total expenses		36,522		8,052		6,456
Strategic Developments EBT		48,458		26,010		(1,700)
REP EBT	$	255,838	$	154,437	$	109,705

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


	Year Ended December 31,
Reconciliation of REP EBT to GAAP-net income (loss) before taxes	2014		2013		2012
	(In thousands)
REP EBT	$	255,838	$	154,437	$	109,705
General and administrative		(73,569)		(48,466)		(36,548)
Corporate interest income/(expense), net		(30,819)		(10,575)		10,153
Warrant liability loss		(60,520)		(181,987)		(185,017)
Increase (reduction) in tax indemnity receivable		90		(1,206)		(20,260)
Loss on settlement of tax indemnity receivable		(74,095)		-		-
Corporate other income, net		27,098		25,869		2,125
Corporate depreciation and amortization		(4,583)		(2,197)		(814)
Income (loss) before taxes	$	39,440	$	(64,125)	$	(120,656)

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


	Year Ended December 31,
Reconciliation of Segment Basis Revenues to GAAP Revenues	2014		2013		2012
	(In thousands)
Master Planned Communities	$	363,295	$	274,770	$	207,039
Operating Assets		186,290		160,586		165,091
Strategic Developments		84,980		34,062		4,756
Total revenues	$	634,565	$	469,418	$	376,886

Summary of assets by segment and the reconciliation of total segment assets to the total assets in the Condensed Consolidated Balance Sheets


	Year Ended December 31,
	2014		2013
	(In thousands)
Master Planned Communities	$	1,877,043	$	1,760,639
Operating Assets		1,934,350		1,158,337
Strategic Developments		879,896		462,525
Total segment assets		4,691,289		3,381,501
Corporate and other		428,642		1,186,367
Total assets	$	5,119,931	$	4,567,868

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)-K

12 Months Ended

Dec. 31, 2014

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Schedule of quarterly financial information

	2014
	First		Second		Third			Fourth
	Quarter		Quarter		Quarter			Quarter
	(In thousands, except share amounts)
Total revenues	$	98,653	$	209,631	$	119,228		$	207,053
Operating income		13,947		91,781		23,850			37,144
Net income (loss)		(86,331)		(14,733)		45,615			31,929
Net income (loss) attributable to common stockholders		(86,316)		(14,760)		45,615			31,930
Earnings (loss) per share:
Basic		(2.19)		(0.37)		1.16			0.81
Diluted		(2.19)		(0.37)		0.48	(a)		(1.18)	(a)
Weighted average shares outstanding:
Basic		39,454		39,458		39,465			39,464
Diluted		39,454		39,458		43,171			43,027


	2013
	First		Second		Third			Fourth
	Quarter		Quarter		Quarter			Quarter
	(In thousands, except share amounts)
Total revenues	$	90,091	$	145,759	$	99,615		$	133,953
Operating income		9,294		47,790		10,700			43,430
Net income (loss)		(23,170)		(76,496)		7,433			18,538
Net income (loss) attributable to common stockholders		(23,124)		(76,554)		7,335			18,533
Earnings (loss) per share:
Basic		(0.59)		(1.94)		0.19			0.47
Diluted		(0.59)		(1.94)		0.17	(a)		0.44	(a)
Weighted average shares outstanding:
Basic		39,441		39,445		39,454			39,454
Diluted		39,441		39,445		42,439			42,529

Diluted earnings per share includes the impact of warrants, in the money options and restricted stock. Net income was also adjusted for the warrant gain during the period.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)-K - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Depreciation due to change in estimated useful life	$ 50,683	$ 29,637	$ 19,455
Ward Centers [Member] \| Service Life [Member]
Depreciation due to change in estimated useful life	$ 10,800	$ 1,200
Additional depreciation weighted average common shares	$ 0.27	$ 0.03

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)-K - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Developments
Land & improvements	$ 164,280	$ 194,282
Development costs	667,228	293,874
Condominium rights	82,795
Total Developments	$ 914,303	$ 488,156
Minimum [Member] \| Master Planned Communities [Member]
Useful lives of assets
Estimated useful lives	20 years
Residual value	$ 0
Maximum [Member] \| Master Planned Communities [Member]
Useful lives of assets
Estimated useful lives	40 years
Building and Building Improvements [Member] \| Minimum [Member]
Useful lives of assets
Estimated useful lives	10 years
Building and Building Improvements [Member] \| Maximum [Member]
Useful lives of assets
Estimated useful lives	45 years
Equipment Tenant Improvements and Fixtures [Member] \| Minimum [Member]
Useful lives of assets
Estimated useful lives	5 years
Equipment Tenant Improvements and Fixtures [Member] \| Maximum [Member]
Useful lives of assets
Estimated useful lives	10 years
Computer, Hardware and Software and Vehicles [Member] \| Minimum [Member]
Useful lives of assets
Estimated useful lives	3 years
Computer, Hardware and Software and Vehicles [Member] \| Maximum [Member]
Useful lives of assets
Estimated useful lives	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)-K - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2014	Dec. 31, 2013
Gain (Loss) Related to Litigation Settlement			$ 4.5
Rental Revenue
Straight-line rent receivables		$ 13.5	10.2
The Metropolitan Downtown Columbia
Gain from sale			0.7
South Street Seaport
Gain on Business Interruption Insurance Recovery		27.0	12.2
Alameda Plaza
Pre-tax gain recognized on the sale			1.0
Head Acquisition LP
Gain from sale			8.5
Rio West
Gain from sale			$ 0.6
Pre-tax gain recognized on the sale	$ 0.6
Redlands Promenade [Member]
Gain from sale		$ 2.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4)-K $ in Thousands		12 Months Ended
	Dec. 12, 2014 building	Dec. 31, 2014 USD ($) item	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)
Allowance for doubtful accounts and notes receivable
Notes receivable, net		$ 28,630	$ 20,554
Notes receivable from various tenants, net of an allowance for uncollectible notes receivable included in Notes receivable		500	400
Changes in allowance for doubtful accounts and notes receivable accounts
Balance at the beginning of the period		7,390	8,914	$ 8,496
Provision for doubtful accounts		1,404	836	1,224
Write-offs		(1,175)	(2,360)	(806)
Balance at the end of the period		7,619	7,390	$ 8,914
Municipal Utility District receivables
Receivables net of allowances		$ 5,800	5,300
Income Taxes
Number of Master Planned Communities \| item		2
Threshold percentage of costs of contractual obligations incurred for recognition of gain for tax purposes		95.00%
Tax Indemnity Receivable
Proceeds From Settlement Of Tax Indemnity Receivable		$ 138,000
Internal Revenue Service Payment For Tax Court Decision		203,298
Deferred Expenses
Deferred expenses, net of accumulated amortization		13,200	7,200
Summerlin [Member]
Allowance for doubtful accounts and notes receivable
Notes receivable, net		$ 20,200
Note receivable from GGP, interest rate (as a percent)		39.00%
General Growth Properties [Member]
Allowance for doubtful accounts and notes receivable
Notes receivable, net		$ 6,700	$ 13,200
Note receivable from GGP, interest rate (as a percent)		441.00%
Cash payments under the note receivable		$ 6,900
Tax Indemnity Receivable
Proceeds From Settlement Of Tax Indemnity Receivable		138,000
Number Of Buildings Acquired \| building	6
Value of buildings received from settlement		130,000
Internal Revenue Service Payment For Tax Court Decision		$ 138,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5)-K - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Numerator:
Net loss	$ 31,929	$ 45,615	$ (14,733)	$ (86,331)	$ 18,538	$ 7,433	$ (76,496)	$ (23,170)	$ (23,520)	$ (73,695)	$ (127,543)
Net income attributable to noncontrolling interests									(11)	(95)	(745)
Net loss attributable to common stockholders	$ 31,930	$ 45,615	$ (14,760)	$ (86,316)	$ 18,533	$ 7,335	$ (76,554)	$ (23,124)	$ (23,531)	$ (73,790)	$ (128,288)
Denominator:
Weighted average basic common shares outstanding	39,464,000	39,465,000	39,458,000	39,454,000	39,454,000	39,454,000	39,445,000	39,441,000	39,464,000	39,449,000	38,127,000
Numerator:
Net loss attributable to common stockholders									$ (23,531)	$ (73,790)	$ (128,288)
Adjusted net income (loss) attributable to common stockholders									$ (23,531)	$ (73,790)	$ (128,288)
Denominator:
Weighted average basic common shares outstanding	39,464,000	39,465,000	39,458,000	39,454,000	39,454,000	39,454,000	39,445,000	39,441,000	39,464,000	39,449,000	38,127,000
Weighted average diluted common shares outstanding	43,027,000	43,171,000	39,458,000	39,454,000	42,529,000	42,439,000	39,445,000	39,441,000	39,464,000	39,449,000	38,127,000
Basic loss per share: (in dollars per share)	$ 0.81	$ 1.16	$ (0.37)	$ (2.19)	$ 0.47	$ 0.19	$ (1.94)	$ (0.59)	$ (0.60)	$ (1.87)	$ (3.36)
Diluted loss per share: (in dollars per share)	$ (1.18)	$ 0.48	$ (0.37)	$ (2.19)	$ 0.44	$ 0.17	$ (1.94)	$ (0.59)	$ (0.60)	$ (1.87)	$ (3.36)
Stock Options
Denominator:
Antidilutive securities excluded from computation of diluted earnings per share (in shares)									1,046,940	965,440	861,940
Restricted Stock [Member]
Denominator:
Antidilutive securities excluded from computation of diluted earnings per share (in shares)									172,690	122,334	57,933
Sponsors Warrants [Member]
Denominator:
Antidilutive securities excluded from computation of diluted earnings per share (in shares)									1,916,667	1,916,667	1,916,667
Management Warrants [Member]
Denominator:
Antidilutive securities excluded from computation of diluted earnings per share (in shares)									2,862,687	2,862,687	2,862,687

SPONSORS AND MANAGEMENT WARRANTS (Details)-K $ in Thousands	1 Months Ended	12 Months Ended
SPONSORS AND MANAGEMENT WARRANTS (Details)-K $ in Thousands	Feb. 28, 2011 USD ($) $ / item shares	Dec. 31, 2012 USD ($) shares	Dec. 31, 2014 USD ($) shares	Dec. 31, 2013 USD ($) shares	Nov. 09, 2010 USD ($) $ / item shares
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares) \| shares		1,525,272
Payments for repurchase of warrants		$ 80,548
Warrant liabilities			$ 366,080	$ 305,560
Sponsors Warrants [Member]
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) \| $ / item					50.00
Warrants exercised \| shares		1,525,272
Number of shares of common stock under warrants repurchased \| shares		4,558,061
Payments for repurchase of warrants		$ 80,500
Additional paid-in capital		$ 108,600
Warrant liabilities			$ 157,100	$ 141,800
Management Warrants [Member]
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares) \| shares	2,862,687		2,862,687	2,862,687
Proceeds from issuance of Management warrants	$ 19,000
Warrant liabilities			$ 209,000	$ 163,800
Management Warrants [Member] \| Chief Executive Officer [Member]
Sponsors and Management Warrants
Exercise price (in dollars per share) \| $ / item	42.23
Management Warrants [Member] \| President [Member]
Sponsors and Management Warrants
Exercise price (in dollars per share) \| $ / item	42.23
Management Warrants [Member] \| Chief Financial Officer [Member]
Sponsors and Management Warrants
Exercise price (in dollars per share) \| $ / item	54.50

ACQUISITIONS AND DISPOSITIONS (Details) $ in Millions		1 Months Ended		12 Months Ended
ACQUISITIONS AND DISPOSITIONS (Details) $ in Millions	Dec. 12, 2014 USD ($) ft² building	Oct. 31, 2014 USD ($) ft² item	Jul. 31, 2014 USD ($) ft²	Dec. 31, 2014 USD ($) ft²
Seaport District Assemblage
Acquisitions
Area of real estate property acquired (in square foot) \| ft²				48,000
Purchase price				$ 136.7
Area of property under development rights contract \| ft²				196,133
Expected area of real estate property \| ft²				817,784
Area of zoning lot \| ft²				15,744
South Street Seaport
Acquisitions
Area of real estate property acquired with total development rights \| ft²				621,651
Conroe, Texas
Acquisitions
Area of real estate property acquired (in square foot) \| ft²				2,055
Purchase price				$ 98.5
85 South Street
Acquisitions
Area of real estate property acquired (in square foot) \| ft²		60,000
Purchase price		$ 20.1
Number of story acquired \| item		8
Buildings acquired consolidated		$ 8.1
Land acquired consolidated		15.9
1701 Lake Robbins
Acquisitions
Area of real estate property acquired (in square foot) \| ft²			12,376
Purchase price			$ 5.7
Buildings acquired consolidated			3.7
Land acquired consolidated			1.7
Intangible lease assets acquired consolidated			0.2
Assumption of Mortgage included in the purchase price			$ 4.6
Wacker110N [Member]
Acquisitions
Fee interest percentage			100.00%
Fee interest purchased			$ 12.3
Leases, Acquired-in-Place [Member] \| 1701 Lake Robbins
Acquisitions
Intangible lease assets acquired consolidated			0.3
Below Market Leases [Member] \| 85 South Street
Acquisitions
Intangible lease assets acquired consolidated		$ 3.9
Below Market Leases [Member] \| 1701 Lake Robbins
Acquisitions
Intangible lease assets acquired consolidated			$ 0.1
General Growth Properties [Member]
Acquisitions
Purchase price	$ 130.0
Area of real estate property acquired with total development rights \| ft²	699,884
Number of buildings \| building	6
Buildings acquired consolidated	$ 79.2
Land acquired consolidated	23.4
Intangible lease assets acquired consolidated	27.4
General Growth Properties [Member] \| Leases, Acquired-in-Place [Member]
Acquisitions
Intangible lease assets acquired consolidated	25.2
General Growth Properties [Member] \| Above Market Leases [Member]
Acquisitions
Intangible lease assets acquired consolidated	3.8
General Growth Properties [Member] \| Below Market Leases [Member]
Acquisitions
Intangible lease assets acquired consolidated	$ 1.6

ACQUISITIONS AND DISPOSITIONS (Details)-K - Rio West $ in Millions	3 Months Ended
	Sep. 30, 2013 USD ($) ft² a
Recent transactions
Area of property sold (in square feet) \| ft²	521,194
Area of site (in acres) \| a	50
Proceeds from sale of property	$ 12.0
Pre-tax gain recognized on the sale	$ 0.6

ACQUISITIONS AND DISPOSITIONS (Details)-K $ in Thousands			1 Months Ended	12 Months Ended
ACQUISITIONS AND DISPOSITIONS (Details)-K $ in Thousands	Aug. 15, 2012 USD ($) ft²	May 14, 2012 item	May 31, 2012 USD ($) item	Dec. 31, 2012 USD ($)
Acquisitions
Portion of refinanced mortgage proceeds used to acquire partner's interest				$ 2,721
Millennium Woodlands Phase II LLC
Acquisitions
Number of units in Class A multi-family unit in The Woodlands Town Center to be constructed \| item		314
Columbia Corporate Center 70 [Member]
Acquisitions
Area of real estate property acquired (in square foot) \| ft²	169,590
Percentage of appreciation in the market value of building	30.00%
Purchase price	$ 17,500
Millennium Waterway Apartments
Acquisitions
Interest rate (as a percent)			3.75%
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
Liabilities acquired consolidated			$ 56,400
Ownership interest (as a percent)			100.00%
Revenues				4,400
Net income (loss)				$ 1,300
Amounts recorded for the assets acquired and liabilities assumed at the acquisition date
Total assets consolidated into financial statements at fair value as of the acquisition date			$ 78,600

REAL ESTATE AFFILIATES (Details)-K														1 Months Ended			3 Months Ended	12 Months Ended
REAL ESTATE AFFILIATES (Details)-K	Jan. 24, 2014 USD ($) a item	Oct. 04, 2013 USD ($) ft² a item	Jul. 11, 2013 USD ($)	May 15, 2013 USD ($)	Sep. 17, 2012 USD ($) item	Aug. 06, 2012	Jul. 05, 2012 USD ($) a	Jun. 14, 2012	May 31, 2012 USD ($)	May 14, 2012 item	Apr. 19, 2012 USD ($)	Oct. 27, 2011 item	Oct. 11, 2011 item	Jan. 31, 2015 USD ($) $ / a	May 31, 2013 USD ($)	May 31, 2012 USD ($)	Dec. 31, 2014 USD ($) ft² item	Dec. 31, 2014 USD ($) ft² item	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Aug. 06, 2013	May 13, 2013 USD ($)
Investment in Real Estate and Other Affiliates
Carrying Value																	$ 53,686,000	$ 53,686,000	$ 61,021,000
Share of Earnings/Dividends																		23,336,000	14,428,000	$ 3,683,000
Share of distributable cash																		11,953,000	10,814,000
Aggregate carrying value of unconsolidated VIEs																	29,500,000	$ 29,500,000	38,400,000
Number of variable interest entities in which entity is primary beneficiary \| item																		1
Carrying values of the assets associated with the operations of the consolidated VIEs																	21,100,000	$ 21,100,000	31,700,000
Carrying values of the liabilities associated with the operations of the consolidated VIEs																	600,000	600,000	800,000
Portion of refinanced mortgage proceeds used to acquire partner's interest																				2,721,000
repayments of debt																		120,182,000	279,721,000	55,832,000
Book value of land contributed to joint venture																	317,211,000	317,211,000	244,041,000
Outstanding debt																	1,993,470,000	1,993,470,000
Millennium Waterway Apartments
Investment in Real Estate and Other Affiliates
Portion of refinanced mortgage proceeds used to acquire partner's interest																$ 6,900,000
Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value																	49,769,000	49,769,000	57,275,000
Share of Earnings/Dividends																		21,687,000	11,925,000	1,307,000
Cost-method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value																	$ 3,917,000	3,917,000	3,746,000
Share of Earnings/Dividends																		$ 1,649,000	$ 2,503,000	2,376,000
Circle T \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	50.00%	50.00%	50.00%
Carrying Value																	$ 9,004,000	$ 9,004,000	$ 9,004,000
Discovery Land \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Transaction value of the land contributed to joint venture														$ 125,400,000
Value of land contributed to joint venture (in dollars per acre) \| $ / a														226,000
Discovery Land \| Equity Method Investments [Member] \| Maximum [Member]
Investment in Real Estate and Other Affiliates
Cash contributed by joint venture partner														$ 30,000,000
Forest View Timbermill Apartments
Investment in Real Estate and Other Affiliates
Share of distributable cash											$ 8,600,000
Forest View Timbermill Apartments \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Share of Earnings/Dividends																				4,000
HHMK Development LLC
Investment in Real Estate and Other Affiliates
Deferred profit																	$ 200,000	$ 200,000
HHMK Development LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	50.00%	50.00%	50.00%
Carrying Value																	$ 10,000	$ 10,000	$ 13,000
Share of Earnings/Dividends																		$ 2,120,000	$ 732,000
Number of local developers with whom the entity entered into a joint venture \| item													2
KR Holdings LLC
Investment in Real Estate and Other Affiliates
Number of debt instruments \| item																		2
Preferred return, on capital (as a percent)					13.00%
Net cash proceeds from sale of condominium rights				$ 30,800,000
Percentage of in substance real estate sold				50.00%
Cash contributed by joint venture partner				$ 16,800,000
Percentage of ownership interest of partners in joint venture				50.00%
Total assets																	37,500,000	$ 37,500,000
Total liabilities																	$ 18,700,000	18,700,000
Revenues																		201,000,000
Net income																		$ 43,000,000
KR Holdings LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	50.00%	50.00%	50.00%
Carrying Value																	$ 9,183,000	$ 9,183,000	$ 19,764,000
Share of Earnings/Dividends																		$ 19,470,000	9,877,000
Number of units of one to three bedroom units ranging from 760 to 4,100 square feet \| item																	206	206
Number of units closed \| item																	201
Proceeds from Sale of Real Estate																	$ 38,700,000
Ownership ratio in a joint venture (as a percent)								50.00%
Percentage of ownership interest of partners in joint venture								50.00%
Total assets																			189,000,000
Total liabilities																			135,700,000
Revenues																			131,200,000
Net income																			$ 19,700,000
KR Holdings LLC \| Equity Method Investments [Member] \| Maximum [Member]
Investment in Real Estate and Other Affiliates
Area of property sold (in square feet) \| ft²																	4,100	4,100
KR Holdings LLC \| Equity Method Investments [Member] \| Minimum [Member]
Investment in Real Estate and Other Affiliates
Area of property sold (in square feet) \| ft²																	760	760
KR Holdings LLC \| A and B Properties Inc [Member]
Investment in Real Estate and Other Affiliates
Maximum share in the profits of joint venture					$ 3,000,000
KR Holdings LLC \| Mezzanine Loan [Member]
Investment in Real Estate and Other Affiliates
repayments of debt																		$ 20,000,000
Number of debt instruments \| item					2
Aggregate principal amount of debt issued					$ 20,000,000
Blended interest rate (as a percent)					12.00%
Option to extend, term					1 year
KR Holdings LLC \| Construction Loan Payable [Member]
Investment in Real Estate and Other Affiliates
repayments of debt																		$ 132,000,000
Maximum Facility Amount																						$ 132,000,000
Millennium Waterway Apartments \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	100.00%	100.00%	100.00%
Share of Earnings/Dividends																				407,000
Portion of refinanced mortgage proceeds used to acquire partner's interest									$ 6,900,000
Millennium Woodlands Phase II LLC
Investment in Real Estate and Other Affiliates
Area of land contributed to the joint venture (in acres) \| a							4.8
Number of units in Class A apartment building to be constructed \| item										314
Fair value of the land contributed to joint venture							$ 15,500,000
Cash contributed by joint venture partner							3,000,000
Construction loan secured							$ 37,700,000
Millennium Woodlands Phase II LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	81.43%	81.43%	81.43%
Carrying Value																	$ 1,023,000	$ 1,023,000	$ 2,174,000
Share of Earnings/Dividends																		$ (1,291,000)	$ (74,000)
Parcel C
Investment in Real Estate and Other Affiliates
Area of land contributed to the joint venture (in acres) \| a		5
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
Fair 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		$ 53,500,000,000
Parcel C \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	50.00%	50.00%	50.00%
Carrying Value																	$ 8,737,000	$ 8,737,000	$ 5,801,000
The Metropolitan Downtown Columbia
Investment in Real Estate and Other Affiliates
Fair value of the land contributed to joint venture			$ 20,300,000
Transaction value, per constructed unit of land contributed to joint venture			53,500
Cash contributed by joint venture partner			13,300,000
Percentage of ownership interest of partners in joint venture												50.00%
Additional improvements made in the venture			16,400,000
Future contribution required in accordance with the loan agreement			3,100,000
Distribution of the cash contributed by joint venture partner			7,000,000
Net profit recognized on partial sale of joint venture interest			700,000
The Metropolitan Downtown Columbia \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	50.00%	50.00%	50.00%
Carrying Value																	$ 4,800,000	$ 4,800,000	$ 3,461,000
Number of units in Class A apartment building to be constructed \| item												380
The Metropolitan Downtown Columbia \| Construction Loan Payable [Member]
Investment in Real Estate and Other Affiliates
Aggregate principal amount of debt issued			$ 64,100,000
Outstanding debt																	$ 45,800,000	$ 45,800,000
Variable rate basis			one-month LIBOR
Interest rate margin (as a percent)			2.40%
Stewart Title \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	50.00%	50.00%	50.00%
Carrying Value																	$ 3,869,000	$ 3,869,000	$ 3,843,000
Share of Earnings/Dividends																		$ 1,301,000	$ 1,223,000	902,000
Summerlin Apartments LLC
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)	50.00%
Area of land contributed to the joint venture (in acres) \| a	4.5
Number of units in Class A apartment building to be constructed \| item	124
Area Of Land In Downtown Summerlin \| a	400
Fair value of the land contributed to joint venture	$ 3,200,000
Percentage of ownership interest of partners in joint venture	50.00%
Percent Share of Proceeds Upon Sale Of Property	50
Percentage of proceeds in excess of an amount determined by applying a specified capitalization rate to NOI	100.00%
Capitalization rate (as a percent)	7.00%
Summerlin Apartments LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	50.00%	50.00%	50.00%
Summerlin Las Vegas Baseball Club LLC
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																					50.00%
Amount funded in cash to joint venture															$ 10,500,000
Summerlin Las Vegas Baseball Club LLC \| Las Vegas 51S LLC [Member]
Investment in Real Estate and Other Affiliates
Ownership ratio in a joint venture (as a percent)						100.00%
Summerlin Las Vegas Baseball Club LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	50.00%	50.00%	50.00%
Carrying Value																	$ 10,548,000	$ 10,548,000	$ 10,636,000
Share of Earnings/Dividends																		$ (88,000)	$ (13,000)
Woodlands Sarofim 1 \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal ownership (as a percent)																	20.00%	20.00%	20.00%
Carrying Value																	$ 2,595,000	$ 2,595,000	$ 2,579,000
Share of Earnings/Dividends																		175,000	$ 180,000	$ (6,000)
Unconsolidated Properties [Member]
Investment in Real Estate and Other Affiliates
Secured debt																	89,400,000	89,400,000
Share of the entity in secured debt																	$ 54,600,000	$ 54,600,000

IMPAIRMENT (Details)-K $ in Millions	36 Months Ended
IMPAIRMENT (Details)-K $ in Millions	Dec. 31, 2014 USD ($)
IMPAIRMENT
Impairment charges	$ 0.0

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)-K $ in Thousands	12 Months Ended
	Dec. 31, 2014 USD ($) item	Dec. 31, 2013 USD ($)
Liabilities
Warrants	$ 366,080	$ 305,560
Number of registered money market mutual funds in cash equivalents \| item	2
Fair Value, Measurements, Recurring [Member] \| Estimate of Fair Value Measurement [Member]
Assets:
Cash equivalents	$ 75,027
Liabilities
Warrants	366,080	305,560
Interest rate swaps	3,144	4,164
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Assets:
Cash equivalents	75,027
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Liabilities
Interest rate swaps	3,144	4,164
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Liabilities
Warrants	$ 366,080	$ 305,560

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2)-K - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Unrealized losses			$ 73,800
Settlements made in cash			$ 80,500
Issuance of warrants to purchase common stock (in shares)			1,525,272
Fair Value, Inputs, Level 3 [Member]
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Marketability discount due to lapses of restriction period	$ 0
Warrant [Member] \| Fair Value, Inputs, Level 3 [Member]
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	305,560	$ 123,573	$ 127,764
Warrant liability loss	60,520	181,987	185,017
Settlements			(189,208)
Balance at the end of the period	$ 366,080	$ 305,560	$ 123,573
Expected Volatility (as a percent)	24.50%
Warrant [Member] \| Minimum [Member] \| Fair Value, Inputs, Level 3 [Member]
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Discount for lack of marketability (as a percent)	18.00%	29.00%
Warrant [Member] \| Maximum [Member] \| Fair Value, Inputs, Level 3 [Member]
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Discount for lack of marketability (as a percent)	20.00%	30.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 3)-K - USD ($) $ in Thousands	Dec. 31, 2014	Dec. 31, 2013
Liabilities:
Allowance, notes receivable	$ 471	$ 426
Variable-rate debt that has been swapped to a fixed rate	172,000
Fair Value, Measurements, Nonrecurring [Member] \| Reported Value Measurement [Member]
Assets:
Cash and cash equivalents	485,424	894,948
Notes receivable, net	28,630	20,554
Tax indemnity receivable, including interest		320,494
Liabilities:
Fixed-rate debt	1,030,554	1,004,886
Variable-rate debt	962,916	509,737
Total mortgages, notes and loans payable	1,993,470	1,514,623
Fair Value, Measurements, Nonrecurring [Member] \| Estimate of Fair Value Measurement [Member]
Assets:
Cash and cash equivalents	485,424	894,948
Notes receivable, net	28,630	20,554
Liabilities:
Fixed-rate debt	1,050,333	1,045,298
Variable-rate debt	962,916	509,737
Total mortgages, notes and loans payable	$ 2,013,249	$ 1,555,035

MORTGAGES, NOTES AND LOANS PAYABLE (Details)-K - USD ($) $ in Thousands	Dec. 31, 2014	Dec. 31, 2013
Mortgages, notes and loans payable
Total mortgages, notes and loans payable	$ 1,993,470	$ 1,514,623
Amount of variable-rate debt swapped to fixed rate	172,000
Long-term debt-principal payments
2015	7,970
2016	247,655
2017	13,773
2018	348,294
2019	394,996
Thereafter	980,782
Total	1,993,470
Secured Debt [Member]
Mortgages, notes and loans payable
Fixed-rate debt:	1,008,165	971,786
Variable-rate debt:	962,916	509,737
Amount of variable-rate debt swapped to fixed rate	172,000
Bonds [Member]
Mortgages, notes and loans payable
Fixed-rate debt:	$ 22,389	$ 33,100

MORTGAGES, NOTES AND LOANS PAYABLE (Details 2)-K																			12 Months Ended
MORTGAGES, NOTES AND LOANS PAYABLE (Details 2)-K	Dec. 05, 2014 USD ($) item	Nov. 06, 2014 USD ($) item	Oct. 03, 2014 USD ($) item	Aug. 06, 2014 USD ($) room	Jul. 18, 2014 USD ($)	Jul. 15, 2014 USD ($) item	Jun. 30, 2014 USD ($) item	Jun. 27, 2014 USD ($) item	Apr. 15, 2014 USD ($)	Dec. 20, 2013 USD ($) ft² item	Nov. 25, 2013 USD ($) item	Oct. 24, 2013 USD ($) item	Oct. 02, 2013 USD ($)	Sep. 13, 2013 USD ($) ft² a item	Sep. 11, 2013	Aug. 08, 2013 USD ($)	Mar. 15, 2013 USD ($)	Feb. 08, 2013 USD ($)	Dec. 31, 2014 USD ($) a item	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Nov. 10, 2014 USD ($)	Aug. 02, 2013 USD ($) ft² item	Jun. 30, 2012 USD ($)	May 31, 2012 USD ($)	Apr. 26, 2012 USD ($)	Dec. 05, 2011 USD ($)	May 10, 2011 USD ($)
Mortgages, notes and loans payable
Unamortized underwriting fees																			$ (7,689,000)	$ (8,750,000)
Total mortgages, notes and loans payable																			1,993,470,000	$ 1,514,623,000
Outstanding principal balance of debt that is swapped to fixed rate through maturity																			$ 172,000,000
Weighted average interest rate (as a percent)																			4.61%	5.25%
Land, buildings and equipment and developments in progress pledged as collateral																			$ 2,300,000,000
Net cash proceeds																			$ 597,553,000	$ 1,120,102,000	$ 68,410,000
One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)																			0.1635%
Other Financing Arrangements [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			3.00%
Facility Amount																			$ 22,700,000
Mortgages, notes, and loans payable, gross																			19,968,000	21,309,000
Other Financing Arrangements [Member] \| Recourse Debt [member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																			$ 20,400,000
Senior Notes 6.875 Percent Due 2021 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			6.88%
Mortgages, notes, and loans payable, gross																			$ 750,000,000	750,000,000
Fixed interest rate (as a percent)													6.875%
Amount of debt issued													$ 750,000,000
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%
Net cash proceeds													$ 741,300,000
Senior Notes 6.875 Percent Due 2021 [Member] \| Recourse Debt [member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																			$ 750,000,000
Summerlin [Member]
Mortgages, notes and loans payable
Maximum recourse upon completion of the project and achievement of debt service coverage ratio																			15.00%
Maximum Percentage Recourse Upon Achievement of Conditions																			10.00%
Debt service coverage ratio to be achieved for reduction in maximum recourse																			1.15
Debt service coverage ratio to be achieved for further reduction in maximum recourse																			1.25
Minimum average tenant sales per net rentable square foot to be achieved for further reduction in maximum recourse																			$ 500.00
Occupancy percentage																			90.00%
Recourse on loan (as a percent)																			35.00%
Amount of debt issued																			$ 311,800,000
Columbia Regional Building [Member]
Mortgages, notes and loans payable
Total mortgages, notes and loans payable																	$ 23,000,000
Outlet at Riverwalk Properties [Member] \| Construction Loan Payable [Member]
Mortgages, notes and loans payable
Total mortgages, notes and loans payable												$ 64,400,000
Interest rate margin (as a percent)												2.75%
Number of extension options \| item												2
Option to extend, term												1 year
Master Planned Communities [Member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																			$ 211,195,000	223,808,000
Master Planned Communities [Member] \| Bridgeland [Member]
Mortgages, notes and loans payable
Term of debt instrument																			10 years
Period for which interest rate is fixed																			5 years
Master Planned Communities [Member] \| Bridgeland [Member] \| Minimum [Member]
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 [Member] \| Bridgeland [Member] \| Term Loan [Member]
Mortgages, notes and loans payable
Interest rate margin (as a percent)																			2.75%
Master Planned Communities [Member] \| Bridgeland [Member] \| Land Loan [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			5.50%
Mortgages, notes, and loans payable, gross																			$ 15,874,000	18,066,000
Total mortgages, notes and loans payable																								$ 18,100,000
Variable rate basis																			three-month LIBOR
Fixed interest rate (as a percent)																			5.50%
Annual principal payments as a percentage of outstanding principal balance																			5.00%
Master Planned Communities [Member] \| Bridgeland [Member] \| Development Loan [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			5.00%
Facility Amount																			$ 140,000,000
Mortgages, notes, and loans payable, gross																			10,000
Outstanding balance																			$ 30,000,000
Variable rate basis																			LIBOR
Interest rate margin (as a percent)																			3.25%
Term of debt instrument																			3 years
Amount utilized																			$ 96,200,000
Master Planned Communities [Member] \| Bridgeland [Member] \| Development Loan [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			5.00%
Master Planned Communities [Member] \| Summerlin South [Member] \| S124 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			5.95%
Mortgages, notes, and loans payable, gross																			$ 236,000	285,000
Master Planned Communities [Member] \| Summerlin South [Member] \| S128 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			6.05%
Mortgages, notes, and loans payable, gross																			$ 623,000	707,000
Master Planned Communities [Member] \| Summerlin South [Member] \| S128C [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			6.05%
Mortgages, notes, and loans payable, gross																			$ 5,274,000	5,511,000
Master Planned Communities [Member] \| Summerlin South [Member] \| S132 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			6.00%
Mortgages, notes, and loans payable, gross																			$ 2,936,000	3,962,000
Master Planned Communities [Member] \| Summerlin South [Member] \| S151 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			6.00%
Mortgages, notes, and loans payable, gross																			$ 6,211,000	6,623,000
Master Planned Communities [Member] \| Summerlin South [Member] \| S808 or 810 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			6.00%
Mortgages, notes, and loans payable, gross																			$ 2,805,000	11,168,000
Master Planned Communities [Member] \| Summerlin West [Member] \| S108 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			5.95%
Mortgages, notes, and loans payable, gross																			$ 563,000	823,000
Master Planned Communities [Member] \| Woodlands Properties [Member] \| Line of Credit [Member]
Mortgages, notes and loans payable
Facility Amount																			250,000,000
Mortgages, notes, and loans payable, gross																			$ 176,663,000	176,663,000
Variable rate basis																one-month LIBOR
Interest rate margin (as a percent)																2.75%
Term of debt instrument																			3 years
Extension period at borrower's option																			1 year
Undrawn and available borrowing capacity																			$ 73,300,000
Maximum facility amount at first extension option																			220,000,000
Maximum facility amount at second extension option																			$ 185,000,000
Master Planned Communities [Member] \| Woodlands Properties [Member] \| Line of Credit [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.91%
Master Planned Communities [Member] \| Woodlands Properties [Member] \| Term Loan [Member]
Mortgages, notes and loans payable
Facility Amount																$ 125,000,000
Master Planned Communities [Member] \| Woodlands Properties [Member] \| Revolving Credit Facility [Member]
Mortgages, notes and loans payable
Facility Amount																$ 125,000,000
Operating Assets [Member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																			$ 914,272,000	527,343,000
Operating Assets [Member] \| Capital Lease Obligations [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			3.60%
Mortgages, notes, and loans payable, gross																			$ 135,000	205,000
Operating Assets [Member] \| Shops at Summerlin Centre [Member]
Mortgages, notes and loans payable
Facility Amount																			311,800,000
Mortgages, notes, and loans payable, gross																			$ 229,153,000
Operating Assets [Member] \| Shops at Summerlin Centre [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.41%
Operating Assets [Member] \| Shops at Summerlin Centre [Member] \| S108 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			5.95%
Mortgages, notes, and loans payable, gross																			$ 310,000	452,000
Operating Assets [Member] \| Shops at Summerlin Centre [Member] \| S128 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			6.05%
Mortgages, notes, and loans payable, gross																			$ 3,431,000	3,569,000
Operating Assets [Member] \| Columbia Corporate Center 70 [Member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																			$ 20,000,000	16,287,000
Variable rate basis							one-month LIBOR	one-month LIBOR
Interest rate margin (as a percent)							2.25%	2.25%
Cash paid in full satisfaction of loan assumed as part of the acquisition									$ 17,000,000
Loans Assumed									$ 16,000,000
Lender participation right (as a percent)									30.00%
Percentage of cumulative preferred return on the property									10.00%
Participation right payment									$ 700,000
Number of extension options \| item								2
Option to extend, term								1 year
Amount of debt issued							$ 20,000,000	$ 20,000,000
Operating Assets [Member] \| Columbia Corporate Center 70 [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.41%
Operating Assets [Member] \| Columbia Regional Building [Member]
Mortgages, notes and loans payable
Facility Amount																			$ 23,008,000
Mortgages, notes, and loans payable, gross																			$ 20,513,000	9,207,000
Variable rate basis																	one-month LIBOR
Interest rate margin above specified limit (as a percent)																			2.00%
Extension period at borrower's option																			1 year
Number of extension options \| item																			2
Operating Assets [Member] \| Columbia Regional Building [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.16%
Operating Assets [Member] \| One Hughes Landing [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			4.30%
Mortgages, notes, and loans payable, gross																			$ 52,000,000	19,128,000		$ 52,000,000
Fixed interest rate (as a percent)																						4.30%
Amount of debt issued																						$ 38,000,000
Operating Assets [Member] \| Two Hughes Landing [Member]
Mortgages, notes and loans payable
Facility Amount																			41,230,000
Mortgages, notes, and loans payable, gross																			$ 19,992,000	10,000
Variable rate basis															one-month LIBOR
Interest rate margin (as a percent)														2.65%
Number of stories of building to be constructed with loan proceeds \| item														8
Number of extension options \| item																			2
Option to extend, term																			1 year
Number of spaces in parking garage \| item														630
Amount of debt issued														$ 41,200,000
Area of real estate property to be constructed (in square feet) \| ft²														197,000
Operating Assets [Member] \| Two Hughes Landing [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.81%
Operating Assets [Member] \| 1701 Lake Robbins
Mortgages, notes and loans payable
Interest rate (as a percent)																			5.81%
Mortgages, notes, and loans payable, gross																			$ 4,600,000
Loans Assumed					$ 4,600,000
Fixed interest rate (as a percent)					5.81%
Operating Assets [Member] \| Millennium Waterway Apartments
Mortgages, notes and loans payable
Interest rate (as a percent)																			3.75%
Mortgages, notes, and loans payable, gross																			$ 55,584,000	55,584,000
Total mortgages, notes and loans payable																									$ 55,600,000
Fixed interest rate (as a percent)																			3.75%
Operating Assets [Member] \| Wacker110N [Member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																			$ 29,000,000	29,000,000								$ 29,000,000
Outstanding balance																			$ 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 [Member] \| Wacker110N [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			5.21%
Operating Assets [Member] \| New Trails 9303 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			4.88%
Mortgages, notes, and loans payable, gross																			$ 13,074,000	13,398,000
Amount of debt issued																											$ 14,000,000
Operating Assets [Member] \| Riverwalk Marketplace
Mortgages, notes and loans payable
Facility Amount																			64,400,000
Mortgages, notes, and loans payable, gross																			$ 47,118,000
Variable rate basis												one-month LIBOR
Decrease in exposure of outstanding principal (as a percent)																			25.00%
Percentage of debt yield to draw additional loan proceeds																			11.00%
Recourse on loan (as a percent)																			50.00%
Operating Assets [Member] \| Riverwalk Marketplace \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.91%
Operating Assets [Member] \| Resort and Conference Center [Member]
Mortgages, notes and loans payable
Facility Amount																			$ 95,000,000
Mortgages, notes, and loans payable, gross																		$ 36,100,000	$ 76,027,000	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
Area of site (in acres) \| a																			40
Operating Assets [Member] \| Resort and Conference Center [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			3.66%
Operating Assets [Member] \| Ward Centers [Member]
Mortgages, notes and loans payable
Facility Amount																			$ 250,000,000
Mortgages, notes, and loans payable, gross																			$ 238,716,000	238,716,000
Outstanding balance																				143,000,000
Variable rate basis																			one-month LIBOR
Interest rate margin (as a percent)																			2.50%
Fixed interest rate per swap (as a percent)																			3.80%
Weighted average interest rate (as a percent)																			3.35%
Unused portion of the debt instrument																			$ 11,300,000
Operating Assets [Member] \| Ward Centers [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			3.35%
Operating Assets [Member] \| Ward Centers [Member] \| Minimum [Member]
Mortgages, notes and loans payable
Percentage of debt yield to draw additional loan proceeds																			10.00%
Operating Assets [Member] \| Ward Centers [Member] \| Maximum [Member]
Mortgages, notes and loans payable
Loan to value ratio to draw additional loan proceeds (as a percent)																			65.00%
Operating Assets [Member] \| Waterway Square 2025 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			4.79%
Mortgages, notes, and loans payable, gross																			$ 14,330,000	14,450,000
Fixed interest rate (as a percent)																										4.79%
Amount of debt issued																										$ 14,500,000
Operating Assets [Member] \| Waterway Square 3 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			3.94%
Mortgages, notes, and loans payable, gross																			$ 52,000,000	52,000,000			$ 52,000,000
Fixed interest rate (as a percent)																							3.94%
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
Amount of debt issued																							$ 43,300,000
Operating Assets [Member] \| Waterway 4 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			4.88%
Mortgages, notes, and loans payable, gross																			$ 38,289,000	39,237,000
Amount of debt issued																											$ 41,000,000
Operating Assets [Member] \| Hughes Landing [Member]
Mortgages, notes and loans payable
Area of site (in acres) \| a														66
Operating Assets [Member] \| Outlet at Riverwalk Properties [Member] \| Construction Loan Payable [Member] \| Recourse Debt [member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																			$ 64,400,000
Maximum percent recourse																			50.00%
Maximum Percentage Recourse Upon Achievement of Conditions																			25.00%
Debt Yield Required To Achieve The Reduced Maxiumum Percentage Recourse																			11.00%
Time Period Of Minimum Level Of Tenat Sales Needed To Achieve The Reduced Maximum Percent Recourse																			12 months
Strategic Developments [Member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																			$ 105,724,000	913,000
Strategic Developments [Member] \| Summerlin [Member]
Mortgages, notes and loans payable
Variable rate basis						one-month LIBOR
Interest rate margin (as a percent)						2.25%
Maximum Percentage Recourse Upon Achievement of Conditions						10.00%
Time Period Of Minimum Level Of Tenat Sales Needed To Achieve The Reduced Maximum Percent Recourse						12 months
Debt Instrument Debt Service Coverage Ratio						1.25
Number of extension options \| item						2
Option to extend, term						1 year
Amount of debt issued						$ 311,800,000
Strategic Developments [Member] \| Summerlin [Member] \| Minimum [Member]
Mortgages, notes and loans payable
Percentage of occupancy after lease is executed						90.00%
Strategic Developments [Member] \| 1725-35 Hughes Landing Boulevard [Member]
Mortgages, notes and loans payable
Facility Amount																			143,000,000
Mortgages, notes, and loans payable, gross																			$ 47,513,000
Strategic Developments [Member] \| 1725-35 Hughes Landing Boulevard [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.06%
Strategic Developments [Member] \| Three Hughes Landing [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.51%
Facility Amount	$ 65,500,000																		$ 65,455,000
Variable rate basis	one-month LIBOR
Interest rate margin (as a percent)	2.35%
Number of extension options \| item	2
Option to extend, term	1 year
Strategic Developments [Member] \| Hughes Landing Hotel [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.66%
Facility Amount																			$ 37,100,000
Variable rate basis			one-month LIBOR
Interest rate margin (as a percent)			2.50%
Number of extension options \| item			2
Option to extend, term			1 year
Amount of debt issued			$ 37,100,000
Strategic Developments [Member] \| Hughes Landing Retail [Member]
Mortgages, notes and loans payable
Facility Amount																			36,575,000
Mortgages, notes, and loans payable, gross																			$ 17,424,000	$ 913,000
Variable rate basis										one-month LIBOR
Interest rate margin (as a percent)										1.95%
Extension period at borrower's option										1 year
Amount of a non-recourse construction financing which repaid existing debt										$ 36,600,000
Number of extension options \| item										2
Area of real estate property to be constructed (in square feet) \| ft²										123,000
Strategic Developments [Member] \| Hughes Landing Retail [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.11%
Strategic Developments [Member] \| One Lakes Edge [Member]
Mortgages, notes and loans payable
Facility Amount																			$ 73,525,000
Mortgages, notes, and loans payable, gross																			$ 40,787,000
Variable rate basis											one-month LIBOR
Interest rate margin (as a percent)											2.50%
Amount of a non-recourse construction financing which repaid existing debt											$ 73,500,000
Strategic Developments [Member] \| One Lakes Edge [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.66%
Strategic Developments [Member] \| Waiea And Anaha Condominium Towers [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																			6.91%
Facility Amount		$ 600,000,000																	$ 600,000,000
Variable rate basis		one-month LIBOR
Interest rate margin (as a percent)		6.75%
Number of extension options \| item		2
Option to extend, term		1 year
Strategic Developments [Member] \| Waterway Square Hotel [Member]
Mortgages, notes and loans payable
Facility Amount																			$ 69,300,000
Strategic Developments [Member] \| Waterway Square Hotel [Member] \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																			2.81%
Strategic Developments [Member] \| Waterway Hotel [Member]
Mortgages, notes and loans payable
Variable rate basis				one-month LIBOR
Interest rate margin (as a percent)				2.65%
Option to extend, term				1 year
Number of rooms in property securing debt (in rooms) \| room				302
Amount of debt issued				$ 69,300,000
Strategic Developments [Member] \| Hughes Landing Multi Family [Member]
Mortgages, notes and loans payable
Number of extension options \| item											2
Option to extend, term											1 year
Strategic Developments [Member] \| Two Office Buildings [Member]
Mortgages, notes and loans payable
Variable rate basis							one-month LIBOR
Interest rate margin (as a percent)							1.90%
Option to extend, term							1 year
Number of office buildings \| item							2
Amount of debt issued							$ 143,000,000

INCOME TAXES (Details)-K $ in Thousands	3 Months Ended	12 Months Ended
INCOME TAXES (Details)-K $ in Thousands	Dec. 31, 2013 USD ($)	Dec. 31, 2014 USD ($) property item	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	May 06, 2011 USD ($) item
Provision for (benefit from) income taxes
Current		$ (2,050)	$ 1,218	$ 2,439
Deferred taxes		65,010	8,352	4,448
Provision for (benefit from) income taxes		62,960	9,570	6,887
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes
Tax at statutory rate on earnings from continuing operations before income taxes		13,800	(22,477)	(42,490)
Increase (decrease) in valuation allowance, net		5,602	(88,826)	(32,172)
State income taxes, net of Federal income tax benefit		1,320	1,562	1,328
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes		(512)	(2,648)	(3,087)
Tax expense (benefit) from change in rates, prior period adjustments and other permanent differences		(12,193)	4,339	13,908
Set up deferred tax liability related to captive REIT		(1,068)	53,973
Non-deductible warrant liability (gain) loss		21,182	63,695	65,311
Non-taxable interest income		18,373	(363)	(2,863)
Uncertain tax position expense, excluding interest		2,395	(1,034)	1,765
Uncertain tax position interest, net of Federal income tax benefit		14,061	1,349	5,187
Provision for (benefit from) income taxes		62,960	9,570	6,887
Additional Disclosures
Gross deferred tax assets					$ 335,674	$ 336,635
Gross deferred tax liabilities					379,661	413,376
Valuation allowance					18,218	12,624
Deferred Tax Assets Valuation Allowance Percentage							100.00%
Percentage of deferred tax asset realized on successful implementation of tax planning	90.00%
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities
Operating and Strategic Development properties, primary differences in basis of assets and liabilities					201,303	201,993
Interest deduction carryforwards					80,520	85,671
Operating loss and tax credit carryforwards					53,851	48,971
Total deferred tax assets					335,674	336,635
Valuation allowance					(18,218)	(12,624)
Total net deferred tax assets					317,456	324,011
Property Associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs					(212,093)	(137,930)
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities					(47,355)	(48,007)
Deferred income					(120,213)	(227,439)
Total deferred tax liabilities					(379,661)	(413,376)
Net deferred tax liabilities					(62,205)	(89,365)
Proceeds From Settlement Of Tax Indemnity Receivable		138,000
Unrecognized tax benefits that would impact effective tax rate					0	0	$ 0
Unrecognized tax benefits, excluding interest	$ 90,532	90,532	95,917	101,408	184,200	90,532	95,917
Accrued interest related to unrecognized tax benefits					60,300
Interest expense related to unrecognized tax benefits		21,600	2,100	8,200
Unrecognized tax benefits
Unrecognized Tax Benefits, Beginning Balance		90,532	95,917	101,408
Gross increases - tax positions in prior period		93,668	9,162	841
Gross decreases - tax positions in prior periods			(14,547)	(6,332)
Unrecognized Tax Benefits, Ending Balance	$ 90,532	184,200	90,532	95,917
Reduction in uncertain tax benefits		144,100	$ 0	$ 0
Unrecognized tax benefits, excluding accrued interest, which could significantly increase or decrease during the next twelve months					184,200
Deferred Tax Liabilities [Member]
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities
Reclassification of uncertain tax position liability		39,000
Income Tax Receivable [Member]
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities
Reclassification of uncertain tax position liability		$ 2,500
Capital Loss Carryforward [Member]
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes
Tax credit carryforwards - Federal AMT					26,345
Internal Revenue Service (IRS) [Member]
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes
Net operating loss carryforwards					109,096
Internal Revenue Service (IRS) [Member] \| Alternate Minimum Tax [Member]
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes
Tax credit carryforwards - Federal AMT					1,955
State and Local Jurisdiction [Member]
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes
Net operating loss carryforwards					138,221
Head Acquisition LP
Additional Disclosures
Deferred tax assets previously believed to have had only a remote possibility of realization recorded in the current period							$ 76,400
General Growth Properties [Member]
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities
Net deferred tax liabilities					85,100
Number of subsidiaries involved in dispute with IRS \| item		2
Percentage of certain taxes indemnified by related party		93.75%
Amount of combined deficiencies determined by the IRS sought to be overturned by the petition filed								$ 144,100
Proceeds From Settlement Of Tax Indemnity Receivable		$ 138,000
Number of office properties from settlement \| property		6
Value Of Buildings Received From Settlement Of Tax Indemnity Receivable		$ 130,000
Non-cash charges		74,000
Consideration received		$ 268,000
Percentage of deferred tax assets liabilities		100.00%
Expected cash recovery		$ 60,000
Number of former taxable REIT subsidiaries subject to litigation for which motion is filed to consolidate cases \| item								2
General Growth Properties [Member] \| Maximum [Member]
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities
Amount of certain taxes indemnified by related party		$ 303,800
Victoria Ward Limited [Member]
Tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities
Deferred Tax Liabilities Excess Book Over Tax Basis					$ 46,900	$ 48,000

COMMITMENTS AND CONTINGENCIES (Details)-K - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
COMMITMENTS AND CONTINGENCIES
Amount of outstanding letters of credit and surety bonds	$ 53,700	$ 58,700
Contractual rental expense, including participation rent	7,300	$ 6,300	$ 5,400
Ground lease payments
2015	8,151
2016	9,308
2017	9,687
2018	7,717
2019	7,933
Subsequent/Other	329,233
Total	$ 372,029

COMMITMENTS AND CONTINGENCIES (Details 2)-K - South Street Seaport Ground Lease [Member] - USD ($)		12 Months Ended
	Jun. 27, 2013	Dec. 31, 2014
Commitments
Annual fixed rent	$ 1,200,000
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

COMMITMENTS AND CONTINGENCIES (Details 3)-K - Damage Due to Flooding [Member] - USD ($) $ in Millions	12 Months Ended	27 Months Ended
	Dec. 31, 2014	Dec. 31, 2014
Insurance recoveries
Insurance recoveries collected	$ 47.6
Pre-tax gain recognized in Other (income)/expense	$ 24.6	$ 36.8

OTHER ASSETS AND LIABILITIES (Details)-K $ in Thousands	12 Months Ended
OTHER ASSETS AND LIABILITIES (Details)-K $ in Thousands	Dec. 31, 2014 USD ($) item	Dec. 31, 2013 USD ($)
Prepaid Expenses and Other Assets
Special Improvement District receivable	$ 33,318	$ 39,688
Equipment, net of accumulated depreciation of $2.4 million and $0.7 million, respectively	20,284	21,978
Tenant incentives and other receivables	14,264	6,757
Federal income tax receivable	8,629	6,053
Prepaid expenses	9,196	4,744
Net carrying amount	19,663	20,002
Security and escrow deposits	9,829	28,082
Other	2,014	6,588
Total prepaid expenses and other assets	310,136	173,940
Accumulated depreciation on other equipment	2,400	700
Accounts Payable and Accrued Expenses
Total accounts payable and accrued expenses	466,017	283,991
Prepaid Expenses and Other Current Assets [Member]
Prepaid Expenses and Other Assets
Increase in prepaid expenses and other assets	136,200
Increase in acquired in-place leases	23,400
Increase in tenant and other receivables	7,500
Decrease in security and escrow deposits	(18,300)
Decrease in uncertain tax position	13,100
Increase in restricted condominium deposits	139,200
Accounts Payable and Accrued Liabilities [Member]
Accounts Payable and Accrued Expenses
Construction payables	170,935	106,741
Accounts payable and accrued expenses	34,154	44,798
Condominium deposits	82,150	12,405
Membership deposits	21,023	19,665
Accrued interest	14,791	17,463
Accrued real estate taxes	9,903	8,581
Tenant and other deposits	12,756	9,490
Accrued payroll and other employee liabilities	25,838	15,666
Interest rate swap	3,144	4,164
Special Assessment	2,326	2,603
Other	21,050	13,656
Total accounts payable and accrued expenses	466,017	283,991
Increase in accounts payable and accrued expenses	182,000
Increase in construction payable	64,200
Increase in accrued payroll	$ 10,200
Ward Centers [Member]
Prepaid Expenses and Other Assets
Number of new market rate towers \| item	2
Ward Centers [Member] \| Prepaid Expenses and Other Current Assets [Member]
Prepaid Expenses and Other Assets
Increase in condominium deposits	$ 69,700
Shops at Summerlin Centre [Member] \| Accounts Payable and Accrued Liabilities [Member]
Accounts Payable and Accrued Expenses
Increase in deferred income	46,700
The Club at Carlton Woods [Member] \| Accounts Payable and Accrued Liabilities [Member]
Accounts Payable and Accrued Expenses
Decrease in membership deposits	3,800
Ground Leases below Market [Member]
Prepaid Expenses and Other Assets
Net carrying amount	19,663	20,002
Condominium deposits	151,592	12,405
Tenant Leases above Market [Member]
Prepaid Expenses and Other Assets
Net carrying amount	4,656	1,095
Uncertain tax position asset	383	13,528
Leases, Acquired-in-Place [Member]
Prepaid Expenses and Other Assets
Net carrying amount	32,715	9,306
Intangibles	3,593	3,714
Ground Leases above Market [Member] \| Accounts Payable and Accrued Liabilities [Member]
Accounts Payable and Accrued Expenses
Net carrying amount	2,272	2,431
Deferred income	$ 65,675	$ 26,328

INTANGIBLES (Details)-K - USD ($) $ in Thousands	12 Months Ended
INTANGIBLES (Details)-K - USD ($) $ in Thousands	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Intangible assets and liabilities
Net Carrying Amount	$ 19,663	$ 20,002
Amortization/accretion of intangible assets and liabilities	1,800	3,100	$ 2,500
Estimated future amortization
2015	10,600
2016	7,600
2017	5,600
2018	3,700
2019	2,700
Thereafter	18,700
Leases, Acquired-in-Place [Member]
Intangible assets and liabilities
Gross Assets	39,634	14,633
Accumulated Amortization	(6,919)	(5,327)
Net Carrying Amount	32,715	9,306
Tenant Leases above Market [Member]
Intangible assets and liabilities
Gross Assets	5,342	1,596
Accumulated Amortization	(686)	(501)
Net Carrying Amount	4,656	1,095
Tenant Leases below Market [Member]
Intangible assets and liabilities
Gross Liability	(6,184)	(482)
Accumulated Accretion	296	150
Net Carrying Amount	(5,888)	(332)
Ground Leases above Market [Member]
Intangible assets and liabilities
Gross Liability	(3,545)	(3,546)
Accumulated Accretion	1,273	1,115
Net Carrying Amount	(2,272)	(2,431)
Ground Leases below Market [Member]
Intangible assets and liabilities
Gross Assets	23,096	23,096
Accumulated Amortization	(3,433)	(3,094)
Net Carrying Amount	$ 19,663	$ 20,002

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details)-K $ in Millions	12 Months Ended
	Dec. 31, 2014 USD ($)
Interest Rate Swap [Member]
Derivative instruments and hedging activities
Estimated additional amount to be reclassified as an increase to interest expense	$ 1.8
Interest Rate Swap [Member] \| Cash Flow Hedging [Member]
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	172.0
Interest Rate Cap [Member] \| Cash Flow Hedging [Member]
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	$ 100.0

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2)-K - Designated as Hedging Instrument [Member] - Accounts Payable and Accrued Liabilities [Member] - USD ($) $ in Thousands	Dec. 31, 2014	Dec. 31, 2013
Fair value of derivative instruments
Derivative liabilities	$ 3,144	$ 4,164
Interest Rate Swap [Member]
Fair value of derivative instruments
Derivative liabilities	$ 3,144	$ 4,164

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3)-K - Cash Flow Hedging [Member] - Interest Rate Swap [Member] - Interest Expense [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Effect of the Company's derivative financial instruments on the income statement
Amount of Income (Loss) Recognized in OCI	$ (1,192)	$ 1,306
Amount of (Loss) Reclassified from AOCI into Earnings	$ (2,195)	$ (1,236)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details)-K - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	$ (8,222)	$ (9,575)
Other comprehensive income before reclassifications	(1,685)	117
Amounts reclassified from accumulated other comprehensive loss	2,195	1,236
Other comprehensive income (loss)	510	1,353	$ (3,997)
Balance at the end of the period	(7,712)	(8,222)	$ (9,575)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	(8,222)
Balance at the end of the period	$ (7,712)	$ (8,222)