View Filing Data

December 31,

(In thousands)

Interest Rate Swaps

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2015	May 08, 2015
Document and Entity Information
Entity Registrant Name	Howard Hughes Corp
Entity Central Index Key	0001498828
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		39,707,335
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2015	Dec. 31, 2014
Investment in real estate:
Master Planned Community assets	$ 1,639,464	$ 1,641,063
Land	321,176	317,211
Buildings and equipment	1,295,694	1,243,979
Less: accumulated depreciation	(173,439)	(157,182)
Developments	1,109,109	914,303
Net property and equipment	4,192,004	3,959,374
Investment in Real Estate Affiliates	56,127	53,686
Net investment in real estate	4,248,131	4,013,060
Cash and cash equivalents	458,372	560,451
Accounts receivable, net	37,271	28,190
Municipal Utility District receivables, net	111,066	104,394
Notes receivable, net	26,892	28,630
Deferred expenses, net	73,845	75,070
Prepaid expenses and other assets, net	293,199	310,136
Total assets	5,248,776	5,119,931
Liabilities:
Mortgages, notes and loans payable	2,123,617	1,993,470
Deferred tax liabilities	63,568	62,205
Warrant liabilities	474,890	366,080
Uncertain tax position liability	4,709	4,653
Accounts payable and accrued expenses	458,267	466,017
Total liabilities	3,125,051	2,892,425
Commitments and Contingencies (see Note 10)
Equity:
Common stock: .01 par value; 150,000,000 shares authorized, 39,638,094 shares issued and outstanding as of December 31, 2014 and 39,576,344 shares issued and outstanding as of December 31, 2013	397	396
Additional paid-in capital	2,839,709	2,838,013
Accumulated deficit	(712,894)	(606,934)
Accumulated other comprehensive loss	(7,259)	(7,712)
Total stockholders' equity	2,119,953	2,223,763
Noncontrolling interests	3,772	3,743
Total equity	2,123,725	2,227,506
Total liabilities and equity	$ 5,248,776	$ 5,119,931

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2015	Dec. 31, 2014
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	39,707,335	39,638,094
Common stock, shares outstanding	39,707,335	39,638,094

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenues:
Master Planned Community land sales	$ 48,081	$ 47,671
Builder price participation	5,698	4,097
Minimum rents	35,194	20,360
Tenant recoveries	9,667	6,015
Condominium rights and unit sales	34,857	3,126
Resort and conference center revenues	12,003	9,426
Other land revenues	3,293	2,512
Other rental and property revenues	6,297	5,446
Total revenues	155,090	98,653
Expenses:
Master Planned Community cost of sales	23,896	23,078
Master Planned Community operations	9,983	9,261
Other property operating costs	18,145	13,804
Rental property real estate taxes	6,200	3,740
Rental property maintenance costs	2,744	1,915
Condominium rights and unit cost of sales	22,409	1,571
Resort and conference center operations	9,078	7,511
Provision for doubtful accounts	809	143
Demolition costs	117	2,516
Development-related marketing costs	6,243	4,224
General and administrative	18,963	16,882
Other income	(1,464)	(10,448)
Depreciation and amortization	21,510	10,509
Total expenses	138,633	84,706
Operating income	16,457	13,947
Interest income	136	2,188
Interest expense	(13,246)	(7,321)
Warrant liability loss	(108,810)	(96,440)
Equity in earnings from Real Estate and Other Affiliates	1,788	6,068
Income (loss) before taxes	(103,675)	(81,558)
Provision for income taxes	2,284	4,773
Net income (loss)	(105,959)	(86,331)
Net income attributable to noncontrolling interests		15
Net income (loss) attributable to common stockholders	$ (105,959)	$ (86,316)
Basic income (loss) per share: (in dollars per share)	$ (2.68)	$ (2.19)
Diluted income (loss) per share: (in dollars per share)	$ (2.68)	$ (2.19)

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

3 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Comprehensive loss, net of tax

Net income (loss)

$ (105,959)

$ (86,331)

Other comprehensive income (loss):

Interest rate swaps

^[1]

512

199

Capitalized swap interest

^[2]

(59)

(133)

Other comprehensive income (loss)

453

Comprehensive loss

(105,506)

(86,265)

Comprehensive income attributable to noncontrolling interests

Comprehensive loss attributable to common stockholders

$ (105,506)

$ (86,250)

[1]	Net of deferred tax expense of $0.1 million for the three months ended March 31, 2015 and 2014, respectively.
[2]	Net of deferred tax benefit of $0.1 million for the three months ended March 31, 2015 and 2014, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense (benefit)	$ 0.1	$ 0.1
Capitalized swap interest, deferred tax benefit	$ 0.1	$ 0.1

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - 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, 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

Net income (loss)

(86,316)

(15)

(86,331)

Interest rate swaps, net of tax $61 and $10 for the three months ended March 31, 2015 and 2014, respectively

199

Capitalized swap interest, net of tax of $31 and $75 for the three months ended March 31, 2015 and 2014, respectively

(133)

Stock plan activity

1,764

Stock plan activity (in shares)

54,204

Balance at Mar. 31, 2014

$ 396

2,831,577

(669,719)

(8,156)

6,547

2,160,645

Balance (in shares) at Mar. 31, 2014

39,630,548

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

Increase (Decrease) in Stockholders' Equity

Net income (loss)

(105,959)

Distribution to noncontrolling interest

Interest rate swaps, net of tax $61 and $10 for the three months ended March 31, 2015 and 2014, respectively

512

^[1]

Capitalized swap interest, net of tax of $31 and $75 for the three months ended March 31, 2015 and 2014, respectively

(59)

^[2]

Stock plan activity

$ 1

1,696

(1)

1,696

Stock plan activity (in shares)

69,241

Balance at Mar. 31, 2015

$ 397

$ 2,839,709

$ (712,894)

$ (7,259)

$ 3,772

$ 2,123,725

Balance (in shares) at Mar. 31, 2015

39,707,335

[1]	Net of deferred tax expense of $0.1 million for the three months ended March 31, 2015 and 2014, respectively.
[2]	Net of deferred tax benefit of $0.1 million for the three months ended March 31, 2015 and 2014, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Interest rate swaps, tax	$ 61	$ 10
Capitalized swap interest, tax	$ 31	$ 75

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash Flows from Operating Activities:
Net income (loss)	$ (105,959)	$ (86,331)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation	17,087	9,346
Amortization	4,423	1,163
Amortization of deferred financing costs	1,569	1,014
Amortization of intangibles other than in-place leases	421	161
Straight-line rent amortization	(1,886)	(472)
Deferred income taxes	2,127	4,465
Restricted stock and stock option amortization	1,696	1,764
Gain on disposition of assets		(2,373)
Warrant liability loss	108,810	96,440
Equity in earnings from Real Estate and Other Affiliates, net of distributions	1,264	(3,743)
Provision for doubtful accounts	809	143
Master Planned Community land acquisitions	(1,101)
Master Planned Community development expenditures	(37,343)	(28,434)
Master Planned Community cost of sales	21,782	20,815
Condominium development expenditures	(34,439)	(5,604)
Condominium and other cost of sales	22,409	1,571
Percentage of completion revenue recognition from sale of condominium rights and units	(34,857)	(3,126)
Net changes:
Accounts and notes receivable	(2,880)	19,780
Prepaid expenses and other assets	20,294	(959)
Condominium deposits received	9,572	37,827
Deferred expenses	1,572	(3,093)
Accounts payable and accrued expenses	(7,735)	320
Condominium deposits held in escrow	(9,572)	(37,827)
Other, net	35	3,378
Cash provided by (used in) operating activities	(21,902)	26,225
Cash Flows from Investing Activities:
Property and equipment expenditures	(2,221)	(2,053)
Operating property improvements	(1,857)	(877)
Property developments and redevelopments	(218,550)	(137,579)
Proceeds from dispositions		5,500
Investments in Real Estate and Other Affiliates, net	(436)	(807)
Change in restricted cash	1,707	(4,943)
Cash used in investing activities	(212,424)	(140,759)
Cash Flows from Financing Activities:
Proceeds from issuance of mortgages, notes and loans payable	137,566	48,811
Principal payments on mortgages, notes and loans payable	(4,923)	(2,138)
Deferred financing costs	(396)
Cash provided by (used in) financing activities	132,247	46,673
Net change in cash and cash equivalents	(102,079)	(67,861)
Cash and cash equivalents at beginning of period	560,451	894,948
Cash and cash equivalents at end of period	458,372	827,087
Supplemental Disclosure of Cash Flow Information:
Interest paid	10,471	7,051
Interest capitalized	11,264	11,281
Income taxes paid	210
Non-Cash Transactions:
Special Improvement District bond transfers associated with land sales	2,114	2,259
Property developments and redevelopments	(3,534)	$ 25,550
Accrued interest included in construction loan payable	905
KR Holdings LLC
Cash Flows from Investing Activities:
Investments in Real Estate and Other Affiliates, net	$ 8,933

BASIS OF PRESENTATION AND ORGANIZATION	3 Months Ended
BASIS OF PRESENTATION AND ORGANIZATION	Mar. 31, 2015
ORGANIZATION
BASIS OF PRESENTATION AND ORGANIZATION	NOTE 1 BASIS OF PRESENTATION AND ORGANIZATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as issued by the Securities and Exchange Commission (the “SEC”). Such Condensed Consolidated Financial Statements do not include all of the information and disclosures required by GAAP for complete financial statements. In addition, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) should refer to The Howard Hughes Corporation’s (“HHC” or the “Company”) audited Consolidated Financial Statements which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2014. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results for the three months ended March 31, 2015 are not necessarily indicative of the results for the full fiscal year. Certain amounts in 2014 have been reclassified to conform to 2015 presentation. As a result of the increasing significance of development-related marketing costs in our operations, we present as a separate line item in the Condensed Consolidated Statements of Operations the amount of such costs expensed. Previously, these expenses were included in the line item Other property operating costs. Development-related marketing costs include salaries, benefits, agency fees, events, advertising, online hosting, marketing-related travel and other costs that we incur for the benefit of our developments and redevelopments. Management has evaluated for disclosure or recognition all material events occurring subsequent to the date of the Condensed Consolidated Financial Statements up to the date and time this Quarterly Report was filed.

- Definition

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

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+ Details

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	3 Months Ended
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	Mar. 31, 2015
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	NOTE 2 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The standard requires a retrospective application in order to reflect the period-specific effects of applying the new guidance. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements. In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” This ASU affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The standard is effective for interim and annual periods beginning after December 15, 2015, and permits the use of a modified retrospective or retrospective approach. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements. In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” 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. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements.

SPONSORS AND MANAGEMENT WARRANTS	3 Months Ended
SPONSORS AND MANAGEMENT WARRANTS	Mar. 31, 2015
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 March 31, 2015, the estimated $203.2 million fair value for the Sponsors Warrants representing warrants to purchase 1,916,667 shares and the estimated $271.7 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 $157.1 million and $209.0 million, respectively, as of December 31, 2014. 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.

- Definition

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

+ References + Details

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2015

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 4 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:


	Three Months Ended March 31,
	2015		2014
	(In thousands, except per share amounts)
Basic EPS:
Numerator:
Net loss	$	(105,959)	$	(86,331)
Net income attributable to noncontrolling interests		—		15
Net loss attributable to common stockholders	$	(105,959)	$	(86,316)

Denominator:
Weighted average basic common shares outstanding		39,465		39,454

Diluted EPS:
Numerator:
Net loss attributable to common stockholders	$	(105,959)	$	(86,316)
Less: Warrant liability gain		—		—
Adjusted net loss attributable to common stockholders	$	(105,959)	$	(86,316)

Denominator:
Weighted average basic common shares outstanding		39,465		39,454
Restricted stock and stock options		—		—
Warrants		—		—
Weighted average diluted common shares outstanding		39,465		39,454


Basic loss per share:	$	(2.68)	$	(2.19)


Diluted loss per share:	$	(2.68)	$	(2.19)

The diluted EPS computation for the three months ended March 31, 2015 excludes 1,027,740 stock options, 241,931 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsors Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti-dilutive.

The diluted EPS computations for the three months ended March 31, 2014 excludes 1,024,940 stock options, 176,536 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.

RECENT TRANSACTIONS	3 Months Ended
RECENT TRANSACTIONS	Mar. 31, 2015
RECENT TRANSACTIONS
RECENT TRANSACTIONS	NOTE 5 RECENT TRANSACTIONS During the first quarter 2015, we acquired a 58,000 square foot commercial building and air rights with total residential and commercial development rights of 196,133 square feet for $91.4 million. These acquisitions combined with adjacent property acquisitions in 2014 create a 42,694 square foot lot with 817,784 square feet of available development rights. These properties are collectively referred to as the Seaport District Assemblage and are located in close proximity to our South Street Seaport property.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 805
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-Section 50
-Paragraph 1
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+ Details

IMPAIRMENT	3 Months Ended
IMPAIRMENT	Mar. 31, 2015
IMPAIRMENT
IMPAIRMENT	NOTE 6 IMPAIRMENT We review our real estate assets, including operating assets, land held for development and sale and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. GAAP requires that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment charge should be recorded to write down the carrying amount of such asset to fair value (or for land and properties held for sale, fair value less cost to sell). The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above or below market rate of return. Our investment in each of the Real Estate and Other Affiliates is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other-than-temporary. If the decrease in value of our investment in a Real Estate and Other Affiliate is deemed to be other-than-temporary, our investment in such Real Estate and Other Affiliate is reduced to its estimated fair value. No impairment charges were recorded during the three months ended March 31, 2015 or 2014. We continually evaluate our strategic alternatives with respect to each of our properties and may revise our strategy from time to time, including our intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, we may decide to sell property that is held for use and the sale price may be less than the carrying amount. As a result, these changes in strategy could result in impairment charges in future periods.

FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2015

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 FASB Accounting Standards (“ASC”) 820 Fair Value Measurement, our assets and liabilities that are measured at fair value on a recurring basis.


	March 31, 2015								December 31, 2014
	Fair Value Measurements Using								Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)								(In thousands)
Assets:
Cash equivalents	$	110,077	$	110,077	$	—	$	—	$	75,027	$	75,027	$	—	$	—
Liabilities:
Warrants		474,890		—		—		474,890		366,080		—		—		366,080
Interest rate swaps		3,307		—		3,307		—		3,144		—		3,144		—

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 fair value approximates carrying value.

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 of the warrants, term, 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:


	2015		2014
	(In thousands)
Balance as of January 1	$	366,080	$	305,560
Warrant liability loss (a)		108,810		96,440
Balance as of March 31	$	474,890	$	402,000

(a)

All losses during 2015 and 2014 were unrealized.

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 values 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 March 31, 2015 are as follows:


				Unobservable Inputs
	Fair Value		Valuation Technique	Expected Volatility (a)	Marketability Discount (b)
	(In thousands)
Warrants	$	474,890	Option Pricing Valuation Model	26.3%	16.0% - 18.0%

(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 18.0%-20.0% at December 31, 2014.

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:


		March 31, 2015				December 31, 2014
	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:		(In thousands)
Cash and cash equivalents	Level 1	$	348,295	$	348,295	$	485,424	$	485,424
Notes receivable, net (a)	Level 3		26,892		26,892		28,630		28,630

Liabilities:
Fixed-rate debt	Level 2	$	1,049,407	$	1,088,862	$	1,030,554	$	1,050,333
Variable-rate debt	Level 2		1,074,210		1,074,210		962,916		962,916
Total mortgages, notes and loans payable		$	2,123,617	$	2,163,072	$	1,993,470	$	2,013,249

(a)

Notes receivable is shown net of an allowance of $463 and $471 as of March 31, 2015 and December 31, 2014, respectively.

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 9 – 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.

- Definition

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

+ References + Details

REAL ESTATE AND OTHER AFFILIATES

3 Months Ended

Mar. 31, 2015

REAL ESTATE AND OTHER AFFILIATES

REAL ESTATE AND OTHER AFFILIATES

NOTE 8 REAL ESTATE AND OTHER AFFILIATES

In the ordinary course of business, we enter into partnerships or joint ventures primarily for the development and operations of real estate assets which are referred to as “Real Estate Affiliates”. These partnerships or joint ventures are accounted for in accordance with FASB ASC 810 Consolidation.

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 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 investments in joint ventures deemed to be VIEs for which we are not considered to be the primary beneficiary but have significant influence, using the equity method, and investments in joint ventures where we do not have significant influence over the joint venture’s operations and financial policies, using the cost method. Generally, the operating agreements with respect to our Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages.

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
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
	2015		2014		2015		2014		2015		2014
	(In percentages)				(In thousands)				(In thousands)
Equity Method Investments
Master Planned Communities:
Discovery Land	N/A		N/A		$	12,052	$	—	$	—	$	—
Operating Assets:
Millennium Woodlands Phase II, LLC (a) (b)	81.43	%	81.43	%		362		1,023		(661)		(36)
Stewart Title	50.00	%	50.00	%		3,663		3,869		194		93
Summerlin Las Vegas Baseball Club, LLC (b)	50.00	%	50.00	%		10,431		10,548		(117)		(126)
The Metropolitan Downtown Columbia (c)	50.00	%	50.00	%		4,562		4,800		(319)		—
Woodlands Sarofim	20.00	%	20.00	%		2,635		2,595		40		57
Strategic Developments:
Circle T Ranch and Power Center	50.00	%	50.00	%		9,004		9,004		—		—
HHMK Development (b)	50.00	%	50.00	%		10		10		539		290
KR Holdings (b)	50.00	%	50.00	%		876		9,183		365		4,009
Parcel C (b)	50.00	%	50.00	%		6,934		8,737		—		—
Summerlin Apartments, LLC (b)	50.00	%	50.00	%		1,661		—		—		—
						52,190		49,769		41		4,287
Cost basis investments						3,937		3,917		1,747		1,781
Investment in Real Estate and Other Affiliates					$	56,127	$	53,686	$	1,788	$	6,068

N/A – Not Applicable

(a)

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

(b)

Equity method variable interest entities.

(c)

The Metropolitan Downtown Columbia was placed into service in the first quarter 2015.

We are not the primary beneficiary of any of the equity method variable interest entities 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 $20.3 million and $29.5 million as of March, 31, 2015 and December 31, 2014, respectively, and was classified as Investments in Real Estate and Other Affiliates in the Consolidated Balance Sheets.

As of March 31, 2015, approximately $97.8 million of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our share was approximately $58.9 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 March 31, 2015, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $21.2 million and $0.8 million, respectively. As of December 31, 2014, the carrying values of the assets and liabilities associated with operations of the consolidated VIE were $21.1 million and $0.6 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 was formed in the first quarter 2015. We contributed land with a book basis of $13.4 million and transferred SID bonds related to such land with a carrying value of $1.3 million to the joint venture at the agreed upon value of $226,000 per acre, or $125.4 million, in the first quarter of 2015. At the time of our contribution, we assessed if the venture’s equity was sufficient to permit it to finance its activities without additional subordinated support and determined it was not a VIE. In addition, we determined that our partner has substantive participation rights, and therefore we account for this joint venture using the equity method. Discovery Land’s capital contribution funding requirement is up to a maximum of $30.0 million. We have no further capital obligations.

After receipt of our capital contribution and a 5.0% preferred return, Discovery Land is entitled to all remaining cash distributed by the joint venture until two times its equity contribution has been repaid. Any further cash distributions are shared 50/50. Discovery Land is the manager on the project, and development is expected to begin in the second quarter 2015 with the first lot and home sales expected to begin in early 2016.

ONE Ala Moana Condominium Project

KR Holdings is a 50/50 joint venture which was formed to develop a 206-unit luxury condominium tower at the One Ala Moana Center in Honolulu, Hawaii. The venture substantially completed construction in the fourth quarter 2014 and closed on the sale of 201 out of 206 total units. The venture uses the percentage of completion method to recognize earnings. We recorded $0.4 million and $4.0 million in earnings from Real Estate and Other Affiliates for the three months ended March 31, 2015 and 2014 respectively. We received cash distributions of $8.9 million during the three months ended March 31, 2015. All units available for sale as of March 31, 2015 have been sold and closed with the exception of one unit. The one remaining unit is expected to close in the second quarter 2015.

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, Maryland. 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 in Summerlin, Nevada. 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. In the first quarter 2015, we contributed a 4.5-acre parcel of land with an agreed value of $3.2 million in exchange for a 50% interest in the venture. Our partner contributed $3.2 million of cash for their 50% interest, acts as the development manager, funded all pre-development activities, obtained construction financing in the first quarter 2015 and provided 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 commenced construction in February 2015 with the first units expected to become 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 $52.3 million is outstanding as of March 31, 2015. 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. The venture substantially completed construction of The Metropolitan Downtown Columbia Project during the first quarter of 2015 and the property was reclassified into our Operating Assets segment.

MORTGAGES, NOTES AND LOANS PAYABLE

3 Months Ended

Mar. 31, 2015

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 9 MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:


	March 31,		December 31,
	2015		2014
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,030,671	$	1,008,165
Special Improvement District bonds		18,736		22,389
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,074,210		962,916
Total mortgages, notes and loans payable	$	2,123,617	$	1,993,470

(a)

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

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


				Maximum		Carrying Value
		Interest		Facility		March 31,		December 31,
$ In thousands	Maturity (a)	Rate		Amount		2015		2014
Master Planned Communities
Bridgeland Land Loan	June 2022	5.50	%			$	15,874	$	15,874
Bridgeland Development Loan	June 2015	5.00	%(b)	$	30,000		15,389		10
Summerlin South SID Bonds - S108	December 2016	5.95	%				548		563
Summerlin South SID Bonds - S124	December 2019	5.95	%				236		236
Summerlin South SID Bonds - S128	December 2020	6.05	%				623		623
Summerlin South SID Bonds - S128C	December 2030	6.05	%				5,097		5,274
Summerlin South SID Bonds - S132	December 2020	6.00	%				2,538		2,936
Summerlin South SID Bonds - S151	June 2025	6.00	%				4,885		6,211
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%				1,069		2,805
The Woodlands Master Credit Facility	August 2018	2.93	%(b)		250,000		196,663		176,663
Master Planned Communities Total							242,922		211,195

Operating Assets
70 Columbia Corporate Center	July 2019	2.43	%(b)				20,000		20,000
Columbia Regional Building	March 2018	2.18	%(b)		23,008		20,627		20,513
Downtown Summerlin	July 2019	2.43	%(b)		311,800		256,955		229,153
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%				310		310
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%				3,431		3,431
One Hughes Landing	December 2029	4.30	%(b)				52,000		52,000
Two Hughes Landing	September 2018	2.83	%(b)		41,230		27,927		19,992
Hughes Landing Retail	December 2018	2.13	%(b)		36,575		21,518		17,424
1701 Lake Robbins	April 2017	5.81	%				4,600		4,600
Millennium Waterway Apartments	June 2022	3.75	%				55,584		55,584
110 N. Wacker (c)	October 2019	5.21	%(b)				29,000		29,000
9303 New Trails	December 2023	4.88	%				12,991		13,074
Outlet Collection at Riverwalk	October 2018	2.93	%(b)		64,400		51,306		47,118
3831 Technology Forest Drive	March 2026	4.50	%				23,000		—
The Woodlands Resort & Conference Center	February 2019	3.68	%(b)		95,000		83,109		76,027
Ward Village (d)	September 2016	3.35	%(b)		250,000		238,716		238,716
20/25 Waterway Avenue	May 2022	4.79	%				14,274		14,330
3 Waterway Square	August 2028	3.94	%				52,000		52,000
4 Waterway Square	December 2023	4.88	%				38,044		38,289
Capital lease obligations	various	3.60	%				123		135
Operating Assets Total							1,005,515		931,696

Strategic Developments
1725-35 Hughes Landing Boulevard	June 2019	2.08	%(b)		143,000		63,815		47,513
Three Hughes Landing	December 2019	2.53	%(b)		65,455		—		—
Hughes Landing Hotel	October 2020	2.68	%(b)		37,100		—		—
One Lake's Edge	November 2018	2.68	%(b)		73,525		49,184		40,787
Waiea and Anaha Condominiums	November 2019	6.93	%(b)		600,000		—		—
Waterway Square Hotel	August 2019	2.83	%(b)		69,300		—		—
Strategic Developments Total							112,999		88,300

Other Corporate Financing Arrangements	June 2018	3.00	%		22,700		19,645		19,968
Senior Notes	October 2021	6.88	%				750,000		750,000
Unamortized underwriting fees							(7,464)		(7,689)
						$	2,123,617	$	1,993,470

(a)

Maturity date includes any extension periods which can be exercised at our option and are subject to customary extension terms.

(b)

The interest rate presented is based on the one month LIBOR rate, as applicable, at March 31, 2015 which was 0.1756%.

(c)

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

(d)

$143.0 million of the outstanding principal balance is swapped to a 3.81% fixed rate maturity.

The weighted average interest rate on our mortgages, notes and loans payable, inclusive of interest rate hedges, was 4.53% and 4.61% as of March 31, 2015 and December 31, 2014, 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% of the outstanding balance, 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% of the outstanding balance, 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 March 31, 2015, land, buildings and equipment and developments with a cost basis of $2.4 billion have been pledged as collateral for our mortgages, notes and loans payable.

As of March 31, 2015, we were in compliance with all of the financial covenants related to our debt agreements.

Master Planned Communities

The Woodlands Master Credit Facility is 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 August 2016 initial maturity date 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. As of March 31, 2015, there is no undrawn availability based on the collateral value underlying the facility.

The Bridgeland Land Loan bears a fixed interest rate of 5.50% for the first five years and three-month LIBOR plus 2.75% for the remaining term and matures in June 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, Bridgeland has a revolving credit facility with aggregate maximum borrowing capacity of $140.0 million, of which $115.7 million has been utilized as of March 31, 2015, 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. We expect to refinance this loan prior to its maturity. 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 May 6, 2015, we closed on a $80.0 million non-recourse mortgage financing for the 10-60 Columbia Corporate Center buildings. The loan bears interest at LIBOR plus 1.75% and has an initial maturity date of May 6, 2020, with two, one-year extension options.

On March 25, 2015, we closed on a $23.0 million loan for 3831 Technology Forest Drive. The loan bears fixed interest at 4.50% and matures on March 24, 2026.

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.

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.

The $250.0 million non‑recourse first mortgage financing secured by Ward Village in Honolulu, Hawaii, 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 in September 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 March 31, 2015. The undrawn portion of this loan was $11.3 million as of March 31, 2015.

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 2, 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.

Corporate

The $750.0 million in aggregate principal amount of 6.875% Senior Notes matures in 2021 (the “Senior Notes”). 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.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

3 Months Ended

Mar. 31, 2015

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 10 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 three months ended March 31, 2015, the ineffective portion recorded in earnings was insignificant.

As of March 31, 2015, we had gross notional amounts of $172.0 million for interest rate swaps and a $100.0 million interest rate cap that were designated as cash flow hedges of interest rate risk. The fair value of the interest rate cap derivative was insignificant.

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

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable‑rate debt. Over the next 12 months, we estimate that an additional $2.1 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:

The table below presents the effect of our derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31,					Three Months Ended March 31,
	2015		2014		Location of Loss	2015		2014
Cash Flow Hedges	Amount of Loss Recognized in OCI		Amount of Loss Recognized in OCI		Reclassified from AOCI into Earnings	Amount of Loss Reclassified from AOCI into Earnings		Amount of Loss Reclassified from AOCI into Earnings
	(In thousands)					(In thousands)

Interest Rate Swaps	$	(761)	$	(342)	Interest Expense	$	(380)	$	(541)

- Definition

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.

+ References

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+ Details

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2015
INCOME TAXES
INCOME TAXES	NOTE 11 INCOME TAXES 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 sought 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 its 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 and interest related to certain assets in our Master Planned Communities segment prior to March 31, 2010, 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 right to decide whether to appeal the decision rendered by the Tax Court. 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 lower court 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. Unrecognized tax benefits pursuant to uncertain tax positions were $184.2 million as of March 31, 2015 and December 31, 2014, none of which would impact our effective tax rate. This amount is not reduced for either amounts reclassified under ASU 2013-11, or payments made to the IRS pursuant to the appeal filed with the Fifth Circuit Court of Appeals. A significant amount of the unrecognized tax benefits is related to the appeal of the Tax Court decision, which is expected to be resolved within the next 12 months. We have significant permanent differences, primarily from warrant liability gains and losses, interest income on the tax indemnity receivable and changes in valuation allowances that cause our effective tax rate to deviate from statutory rates. The effective tax rate based upon actual operating results was (2.2)% and (5.9)% for the three months ended March 31, 2015 and 2014, respectively. The changes in the tax rates were primarily attributable to changes in the warrant liability, valuation allowance and unrecognized tax benefits. We file a consolidated corporate tax return which, through December 31, 2014, includes all of our subsidiaries with the exception of Victoria Ward, Limited (“Ward”). Ward elected to be taxed as a REIT commencing with the taxable year beginning January 1, 2002 and ending with the taxable year ending December 31, 2014. Ward satisfied the REIT distribution requirements for 2014 and beginning January 1, 2015, Ward will be included in our consolidated tax return.

STOCK-BASED PLANS

3 Months Ended

Mar. 31, 2015

STOCK-BASED PLANS

STOCK-BASED PLANS

NOTE 12 STOCK BASED PLANS

Our stock based plans are described, and informational disclosures are provided, in the Notes to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2014.

Stock Options

The following table summarizes our stock option plan:


	Stock Options	Weighted Average Exercise Price
Stock Options outstanding at January 1, 2015	1,043,490	$	72.60
Granted	42,000		148.01
Forfeited	(57,750)		108.19
Stock Options outstanding at March 31, 2015	1,027,740	$	73.68

Stock option expense was $0.7 million and $1.0 million for the three months ended March 31, 2015 and 2014, respectively, which is included in General and administrative expense in the accompanying Condensed Consolidated Statements of Operations.

Restricted Stock

Restricted stock awards issued under The Howard Hughes Corporation 2010 Incentive Plan provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed as established by the Compensation Committee of our Board of Directors. For the three months ended March 31, 2015, compensation expense of $1.1 million is included in general and administrative expense in our Condensed Consolidated Statements of Operations related to restricted stock awards. The balance of unamortized restricted stock awards as of March 31, 2015 was $17.6 million, which is expected to be expensed over a weighted-average period of 3.9 years.

The following table summarizes restricted stock activity:


	Restricted Stock	Weighted Average Grant Date Fair Value
Restricted stock outstanding at January 1, 2015	172,690	$	92.02
Granted	73,243		119.01
Forfeited	(4,002)		99.33
Restricted Stock outstanding at March 31, 2015	241,931	$	100.01

OTHER ASSETS AND LIABILITIES

3 Months Ended

Mar. 31, 2015

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

NOTE 13 OTHER ASSETS AND LIABILITIES

Prepaid Expenses and Other Assets

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


	March 31,		December 31,
	2015		2014
	(In thousands)
Special Improvement District receivable	$	33,040	$	33,318
Equipment, net of accumulated depreciation of $2.8 million and $2.4 million, respectively		19,906		20,284
Tenant incentives and other receivables		12,014		14,264
Federal income tax receivable		8,629		8,629
Prepaid expenses		10,560		9,196
Below-market ground leases		19,579		19,663
Condominium deposits		139,559		151,592
Security and escrow deposits		9,483		9,829
Above-market tenant leases		4,365		4,656
Uncertain tax position asset		402		383
In-place leases		29,645		32,715
Intangibles		3,994		3,593
Other		2,023		2,014
	$	293,199	$	310,136

The $16.9 million decrease as of March 31, 2015 compared to December 31, 2014 primarily relates to a $12.0 million decrease in condominium deposits at Ward Village due to utilization of deposits for construction costs. The $3.1 million decrease related to in-place leases is primarily attributable to normal amortization of these intangibles.

Accounts Payable and Accrued Expenses

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


	March 31,		December 31,
	2015		2014
	(In thousands)
Construction payables	$	191,599	$	170,935
Accounts payable and accrued expenses		31,827		34,154
Condominium deposits		60,706		82,150
Membership deposits		21,448		21,023
Above-market ground leases		2,232		2,272
Deferred income		65,305		65,675
Accrued interest		28,127		14,791
Accrued real estate taxes		5,041		9,903
Tenant and other deposits		11,758		12,756
Accrued payroll and other employee liabilities		10,561		25,838
Interest rate swaps		3,307		3,144
Other		26,356		23,376
	$	458,267	$	466,017

The $7.8 million decrease as of March 31, 2015 compared to December 31, 2014 is primarily due to the decrease of $21.4 million in condominium deposits for the two market rate towers at Ward Village as revenue was recognized during the period, $15.3 million decrease in accrued payroll and other employee liabilities due to year-end compensation payments and a $4.9 million decrease in accrued real estate taxes. These decreases are partially offset by a $20.7 million increase in construction payables primarily due to continued development activities at Downtown Summerlin, Ward Village, 1725-35 Hughes Landing Boulevard, South Street Seaport and Three Hughes Landing, and $13.3 million increase in accrued interest related to our Senior Notes for which interest is paid semiannually.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

3 Months Ended

Mar. 31, 2015

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 14 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”)

The following table summarizes AOCI for the period indicated:

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

Gains and (Losses) on Cash Flow Hedges

(In Thousands)


	For the Three Months Ended March 31, 2015
Balance as of January 1, 2015	$	(7,712)

Other comprehensive loss before reclassifications		73
Amounts reclassified from accumulated other comprehensive loss		380
Net current-period other comprehensive income		453
Balance as of March 31, 2015	$	(7,259)

(a)

All amounts are net of tax.

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

Reclassifications out of Accumulated Other Comprehensive Income (Loss)

(In Thousands)


	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
	For the Three Months Ended		Affected line item in the
Accumulated Other Comprehensive Income (Loss) Components	March 31, 2015		Statement of Operations
Gains and losses on cash flow hedges
Interest rate swap contracts	$	(608)	Interest expense
		228	Provision for income taxes
Total reclassifications for the period	$	(380)	Net of tax

- Definition

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

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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Publisher FASB
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-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

+ Details

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2015
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 15 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 $80.2 million and $53.7 million as of March 31, 2015 and December 31, 2014, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport. The restated lease terms provide for annual fixed rent of $1.2 million starting July 1, 2013 with an expiration of December 30, 2072, including our options to extend. The 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 $47.9 million in insurance proceeds through March 31, 2015 related to our claim. We recognized Other income relating to these insurance recoveries of $0.3 million and $7.8 million for the three months ended March 31, 2015 and 2014, respectively. We are in litigation with several of the insurance carriers to recover additional amounts that we believe are owed to us under the policies. 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. Please refer to Note 11 – Income Taxes for additional contingencies related to our uncertain tax positions.

SEGMENTS

3 Months Ended

Mar. 31, 2015

SEGMENTS

SEGMENTS

NOTE 16 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.

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 and commercial property projects currently under development and all other properties held for development which have no substantial operations.

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 are accounted for using the full accrual or deposit method which defers revenue recognition until the unit is closed.

Revenue recognized on the percentage-of-completion method is calculated 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 in future periods.

The assets included in each segment as of March 31, 2015, are contained in the following chart


Master Planned
Communities	Operating Assets		Strategic Developments

	Retail	Office	Under Construction	Other
• Bridgeland	▪ Columbia Regional Building	▪ 10-60 Columbia Corporate Center	▪ ONE Ala Moana (c)	▪ Alameda Plaza
• Conroe	▪ Cottonwood Square	▪ 70 Columbia Corporate Center	▪ Anaha Condominiums	▪ AllenTowne
• Maryland	▪ Creekside Village Green (b)	▪ Columbia Office Properties	▪ Three Hughes Landing	▪ Bridges at Mint Hill
• Summerlin (a)	▪ Downtown Summerlin	▪ One Hughes Landing	▪ 1725-35 Hughes Landing	▪ Century Plaza Mall
• The Woodlands	▪ Hughes Landing Retail (b)	▪ Two Hughes Landing	Boulevard	▪ Circle T Ranch and
	▪ 1701 Lake Robbins	▪ 2201 Lake Woodlands Drive	▪ Hughes Landing Hotel	Power Center (d)
	▪ Landmark Mall	▪ 9303 New Trails	(Embassy Suites)	▪ Cottonwood Mall
	▪ Outlet Collection at Riverwalk	▪ 110 N. Wacker	▪ One Lake's Edge	▪ Elk Grove Promenade
	▪ Park West	▪ 3831 Technology Forest Drive	▪ Summerlin Apartments, LLC (d)	▪ 80% Interest in Fashion
	▪ South Street Seaport	▪ 3 Waterway Square	▪ Waiea Condominiums	Show Air Rights
	(under construction)	▪ 4 Waterway Square	▪ Waterway Square Hotel	▪ Kendall Town Center
	▪ Ward Village	▪ 1400 Woodloch Forest	(Westin)	▪ Lakeland Village Center
	▪ 20/25 Waterway Avenue			▪ Lakemoor (Volo) Land
	▪ Waterway Garage Retail			▪ Maui Ranch Land
				▪ Parcel C (d)
	Other			▪ Seaport District Assemblage
	▪ Golf Courses at TPC Summerlin	▪ Stewart Title of Montgomery		▪ Ward Block M
	and TPC Las Vegas	County, TX (d)		▪ Ward Gateway Towers
	(participation interest)	▪ Summerlin Hospital Medical		▪ Ward Workforce Housing
	▪ Kewalo Basin Harbor	Center (d)		▪ West Windsor
	▪ Merriweather Post Pavilion	▪ Summerlin Las Vegas
	▪ Millennium Waterway Apartments	Baseball Club (d)
	▪ Millennium Woodlands	▪ The Metropolitan Downtown
	Phase II (d)	Columbia Project (b) (d)
	▪ 85 South Street	▪ The Club at Carlton Woods
		▪ The Woodlands Resort &
		Conference Center
		▪ The Woodlands Parking Garages
		▪ Woodlands Sarofim #1 (d)

(a)

The Summerlin MPC includes our Discovery Land joint venture.

(b)

Asset was placed in service and moved from the Strategic Developments segments to the Operating Assets segment during 2015.

(c)

Asset consists of two equity method investments.

(d)

A non-consolidated investment.

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

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

Segment operating results are as follows:


	Three Months Ended March 31,
	2015		2014
	(In thousands)
Master Planned Communities
Land sales	$	48,081	$	47,671
Builder price participation		5,698		4,097
Minimum rents		215		197
Other land revenues		3,286		2,504
Other rental and property revenues		(2)		67
Total revenues		57,278		54,536

Cost of sales - land		23,896		23,078
Land sales operations		7,579		7,304
Land sales real estate and business taxes		2,404		1,954
Depreciation and amortization		95		100
Interest income		(16)		(57)
Interest expense (*)		(4,762)		(5,066)
Total expenses		29,196		27,313
MPC EBT		28,082		27,223

Operating Assets
Minimum rents		34,312		19,900
Tenant recoveries		9,573		5,884
Resort and conference center revenues		12,003		9,426
Other rental and property revenues		6,274		5,110
Total revenues		62,162		40,320

Other property operating costs		17,486		13,181
Rental property real estate taxes		5,520		3,107
Rental property maintenance costs		2,627		1,800
Resort and conference center operations		9,078		7,511
Provision for doubtful accounts		809		143
Demolition costs		117		2,494
Development-related marketing costs		2,266		2,079
Depreciation and amortization		18,762		9,010
Other income		—		—
Interest income		(10)		(119)
Interest expense		6,495		2,044
Equity in Earnings from Real Estate and Other Affiliates		(885)		(1,805)
Total expenses		62,265		39,445
Operating Assets EBT		(103)		875

Strategic Developments
Minimum rents		667		263
Tenant recoveries		94		131
Condominium rights and unit sales		34,857		3,126
Other land revenues		6		8
Other rental and property revenues		26		269
Total revenues		35,650		3,797

Condominium rights and unit cost of sales		22,409		1,571
Other property operating costs		659		626
Real estate taxes		680		633
Rental property maintenance costs		117		115
Provision for doubtful accounts		—		—
Demolition costs		—		22
Development-related marketing costs		3,977		2,145
Depreciation and amortization		1,016		424
Other income		(333)		(2,373)
Interest expense (*)		(1,807)		(2,649)
Equity in Earnings from Real Estate and Other Affiliates		(904)		(4,263)
Total expenses		25,814		(3,749)
Strategic Developments EBT		9,836		7,546
REP EBT	$	37,815	$	35,644

(*)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:


Reconciliation of REP EBT to GAAP	Three Months Ended March 31,
loss before taxes	2015		2014
	(In thousands)

REP EBT	$	37,815	$	35,644
General and administrative		(18,963)		(16,882)
Corporate interest income/(expense), net		(13,212)		(10,980)
Warrant liability loss		(108,810)		(96,440)
Corporate other income, net		1,132		8,075
Corporate depreciation and amortization		(1,637)		(975)
Loss before taxes	$	(103,675)	$	(81,558)

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


Reconciliation of Segment Basis Revenues to	Three Months Ended March 31,
GAAP Revenues	2015		2014
	(In thousands)

Master Planned Communities	$	57,278	$	54,536
Operating Assets		62,162		40,320
Strategic Developments		35,650		3,797
Total revenues	$	155,090	$	98,653

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


	March 31,		December 31,
	2015		2014
	(In thousands)
Master Planned Communities	$	1,920,953	$	1,877,043
Operating Assets		2,027,494		1,934,350
Strategic Developments		1,000,014		879,896
Total segment assets		4,948,461		4,691,289
Corporate and other		300,315		428,642
Total assets	$	5,248,776	$	5,119,931

The increase in the Strategic Development segment asset balance as of March 31, 2015 of $120.1 million compared to December 31, 2014 is primarily due to the acquisition of additional land and air rights near South Street Seaport, increase in development costs of $34.1 million for Ward Village, $17.6 million for the 1725-35 Hughes Landing Boulevard office buildings, $17.3 million for Three Hughes Landing, $14.6 million for Waterway Square Hotel (Westin) and $10.7 million for One Lake’s Edge, the collection of $9.6 million of buyer deposits on the pre-sales of condominium units for both Waiea Condominiums and Anaha Condominiums in Ward Village, the reduction of $46.2 million resulting from the transfer of Hughes Landing Retail, Creekside Village and The Metropolitan Downtown Columbia to the Operating segment, the use of $21.6 million of buyer deposits to reimburse for development costs for Ward Village and the cash distribution of $8.9 million from the investment in ONE Ala Moana.

Corporate and other assets as of March 31, 2015 consist primarily of Cash and cash equivalents. The $128.3 million decrease compared to December 31, 2014 is primarily due to our pre-development and development activities.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

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-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 42
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-Name Accounting Standards Codification
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+ Details

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2015

EARNINGS PER SHARE

Summary of information related to the entity's EPS calculations


	Three Months Ended March 31,
	2015		2014
	(In thousands, except per share amounts)
Basic EPS:
Numerator:
Net loss	$	(105,959)	$	(86,331)
Net income attributable to noncontrolling interests		—		15
Net loss attributable to common stockholders	$	(105,959)	$	(86,316)

Denominator:
Weighted average basic common shares outstanding		39,465		39,454

Diluted EPS:
Numerator:
Net loss attributable to common stockholders	$	(105,959)	$	(86,316)
Less: Warrant liability gain		—		—
Adjusted net loss attributable to common stockholders	$	(105,959)	$	(86,316)

Denominator:
Weighted average basic common shares outstanding		39,465		39,454
Restricted stock and stock options		—		—
Warrants		—		—
Weighted average diluted common shares outstanding		39,465		39,454


Basic loss per share:	$	(2.68)	$	(2.19)


Diluted loss per share:	$	(2.68)	$	(2.19)

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2015

FAIR VALUE OF FINANCIAL INSTRUMENTS

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


	March 31, 2015								December 31, 2014
	Fair Value Measurements Using								Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)								(In thousands)
Assets:
Cash equivalents	$	110,077	$	110,077	$	—	$	—	$	75,027	$	75,027	$	—	$	—
Liabilities:
Warrants		474,890		—		—		474,890		366,080		—		—		366,080
Interest rate swaps		3,307		—		3,307		—		3,144		—		3,144		—

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


	2015		2014
	(In thousands)
Balance as of January 1	$	366,080	$	305,560
Warrant liability loss (a)		108,810		96,440
Balance as of March 31	$	474,890	$	402,000

(a)

All losses during 2015 and 2014 were unrealized.

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	$	474,890	Option Pricing Valuation Model	26.3%	16.0% - 18.0%

(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 18.0%-20.0% at December 31, 2014.

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


		March 31, 2015				December 31, 2014
	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:		(In thousands)
Cash and cash equivalents	Level 1	$	348,295	$	348,295	$	485,424	$	485,424
Notes receivable, net (a)	Level 3		26,892		26,892		28,630		28,630

Liabilities:
Fixed-rate debt	Level 2	$	1,049,407	$	1,088,862	$	1,030,554	$	1,050,333
Variable-rate debt	Level 2		1,074,210		1,074,210		962,916		962,916
Total mortgages, notes and loans payable		$	2,123,617	$	2,163,072	$	1,993,470	$	2,013,249

(a)

Notes receivable is shown net of an allowance of $463 and $471 as of March 31, 2015 and December 31, 2014, respectively.

REAL ESTATE AND OTHER AFFILIATES (Tables)

3 Months Ended

Mar. 31, 2015

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
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
	2015		2014		2015		2014		2015		2014
	(In percentages)				(In thousands)				(In thousands)
Equity Method Investments
Master Planned Communities:
Discovery Land	N/A		N/A		$	12,052	$	—	$	—	$	—
Operating Assets:
Millennium Woodlands Phase II, LLC (a) (b)	81.43	%	81.43	%		362		1,023		(661)		(36)
Stewart Title	50.00	%	50.00	%		3,663		3,869		194		93
Summerlin Las Vegas Baseball Club, LLC (b)	50.00	%	50.00	%		10,431		10,548		(117)		(126)
The Metropolitan Downtown Columbia (c)	50.00	%	50.00	%		4,562		4,800		(319)		—
Woodlands Sarofim	20.00	%	20.00	%		2,635		2,595		40		57
Strategic Developments:
Circle T Ranch and Power Center	50.00	%	50.00	%		9,004		9,004		—		—
HHMK Development (b)	50.00	%	50.00	%		10		10		539		290
KR Holdings (b)	50.00	%	50.00	%		876		9,183		365		4,009
Parcel C (b)	50.00	%	50.00	%		6,934		8,737		—		—
Summerlin Apartments, LLC (b)	50.00	%	50.00	%		1,661		—		—		—
						52,190		49,769		41		4,287
Cost basis investments						3,937		3,917		1,747		1,781
Investment in Real Estate and Other Affiliates					$	56,127	$	53,686	$	1,788	$	6,068

N/A – Not Applicable

(a)

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

(b)

Equity method variable interest entities.

(c)

The Metropolitan Downtown Columbia was placed into service in the first quarter 2015.

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

3 Months Ended

Mar. 31, 2015

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of mortgages, notes and loans payable


	March 31,		December 31,
	2015		2014
	(In thousands)
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,030,671	$	1,008,165
Special Improvement District bonds		18,736		22,389
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,074,210		962,916
Total mortgages, notes and loans payable	$	2,123,617	$	1,993,470

(a)

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

Schedule of mortgages, notes and loans payable by property


				Maximum		Carrying Value
		Interest		Facility		March 31,		December 31,
$ In thousands	Maturity (a)	Rate		Amount		2015		2014
Master Planned Communities
Bridgeland Land Loan	June 2022	5.50	%			$	15,874	$	15,874
Bridgeland Development Loan	June 2015	5.00	%(b)	$	30,000		15,389		10
Summerlin South SID Bonds - S108	December 2016	5.95	%				548		563
Summerlin South SID Bonds - S124	December 2019	5.95	%				236		236
Summerlin South SID Bonds - S128	December 2020	6.05	%				623		623
Summerlin South SID Bonds - S128C	December 2030	6.05	%				5,097		5,274
Summerlin South SID Bonds - S132	December 2020	6.00	%				2,538		2,936
Summerlin South SID Bonds - S151	June 2025	6.00	%				4,885		6,211
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%				1,069		2,805
The Woodlands Master Credit Facility	August 2018	2.93	%(b)		250,000		196,663		176,663
Master Planned Communities Total							242,922		211,195

Operating Assets
70 Columbia Corporate Center	July 2019	2.43	%(b)				20,000		20,000
Columbia Regional Building	March 2018	2.18	%(b)		23,008		20,627		20,513
Downtown Summerlin	July 2019	2.43	%(b)		311,800		256,955		229,153
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%				310		310
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%				3,431		3,431
One Hughes Landing	December 2029	4.30	%(b)				52,000		52,000
Two Hughes Landing	September 2018	2.83	%(b)		41,230		27,927		19,992
Hughes Landing Retail	December 2018	2.13	%(b)		36,575		21,518		17,424
1701 Lake Robbins	April 2017	5.81	%				4,600		4,600
Millennium Waterway Apartments	June 2022	3.75	%				55,584		55,584
110 N. Wacker (c)	October 2019	5.21	%(b)				29,000		29,000
9303 New Trails	December 2023	4.88	%				12,991		13,074
Outlet Collection at Riverwalk	October 2018	2.93	%(b)		64,400		51,306		47,118
3831 Technology Forest Drive	March 2026	4.50	%				23,000		—
The Woodlands Resort & Conference Center	February 2019	3.68	%(b)		95,000		83,109		76,027
Ward Village (d)	September 2016	3.35	%(b)		250,000		238,716		238,716
20/25 Waterway Avenue	May 2022	4.79	%				14,274		14,330
3 Waterway Square	August 2028	3.94	%				52,000		52,000
4 Waterway Square	December 2023	4.88	%				38,044		38,289
Capital lease obligations	various	3.60	%				123		135
Operating Assets Total							1,005,515		931,696

Strategic Developments
1725-35 Hughes Landing Boulevard	June 2019	2.08	%(b)		143,000		63,815		47,513
Three Hughes Landing	December 2019	2.53	%(b)		65,455		—		—
Hughes Landing Hotel	October 2020	2.68	%(b)		37,100		—		—
One Lake's Edge	November 2018	2.68	%(b)		73,525		49,184		40,787
Waiea and Anaha Condominiums	November 2019	6.93	%(b)		600,000		—		—
Waterway Square Hotel	August 2019	2.83	%(b)		69,300		—		—
Strategic Developments Total							112,999		88,300

Other Corporate Financing Arrangements	June 2018	3.00	%		22,700		19,645		19,968
Senior Notes	October 2021	6.88	%				750,000		750,000
Unamortized underwriting fees							(7,464)		(7,689)
						$	2,123,617	$	1,993,470

(a)

Maturity date includes any extension periods which can be exercised at our option and are subject to customary extension terms.

(b)

The interest rate presented is based on the one month LIBOR rate, as applicable, at March 31, 2015 which was 0.1756%.

(c)

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

(d)

$143.0 million of the outstanding principal balance is swapped to a 3.81% fixed rate maturity.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

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

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

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

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

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

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

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

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

+ Details

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2015

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

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


	Three Months Ended March 31,					Three Months Ended March 31,
	2015		2014		Location of Loss	2015		2014
Cash Flow Hedges	Amount of Loss Recognized in OCI		Amount of Loss Recognized in OCI		Reclassified from AOCI into Earnings	Amount of Loss Reclassified from AOCI into Earnings		Amount of Loss Reclassified from AOCI into Earnings
	(In thousands)					(In thousands)

Interest Rate Swaps	$	(761)	$	(342)	Interest Expense	$	(380)	$	(541)

STOCK-BASED PLANS (Tables)

3 Months Ended

Mar. 31, 2015

STOCK-BASED PLANS

Summary of stock option plan activity


	Stock Options	Weighted Average Exercise Price
Stock Options outstanding at January 1, 2015	1,043,490	$	72.60
Granted	42,000		148.01
Forfeited	(57,750)		108.19
Stock Options outstanding at March 31, 2015	1,027,740	$	73.68

Summary of restricted stock activity


	Restricted Stock	Weighted Average Grant Date Fair Value
Restricted stock outstanding at January 1, 2015	172,690	$	92.02
Granted	73,243		119.01
Forfeited	(4,002)		99.33
Restricted Stock outstanding at March 31, 2015	241,931	$	100.01

OTHER ASSETS AND LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2015

OTHER ASSETS AND LIABILITIES

Summary of the significant components of prepaid expenses and other assets


	March 31,		December 31,
	2015		2014
	(In thousands)
Special Improvement District receivable	$	33,040	$	33,318
Equipment, net of accumulated depreciation of $2.8 million and $2.4 million, respectively		19,906		20,284
Tenant incentives and other receivables		12,014		14,264
Federal income tax receivable		8,629		8,629
Prepaid expenses		10,560		9,196
Below-market ground leases		19,579		19,663
Condominium deposits		139,559		151,592
Security and escrow deposits		9,483		9,829
Above-market tenant leases		4,365		4,656
Uncertain tax position asset		402		383
In-place leases		29,645		32,715
Intangibles		3,994		3,593
Other		2,023		2,014
	$	293,199	$	310,136

Summary of the significant components of accounts payable and accrued expenses


	March 31,		December 31,
	2015		2014
	(In thousands)
Construction payables	$	191,599	$	170,935
Accounts payable and accrued expenses		31,827		34,154
Condominium deposits		60,706		82,150
Membership deposits		21,448		21,023
Above-market ground leases		2,232		2,272
Deferred income		65,305		65,675
Accrued interest		28,127		14,791
Accrued real estate taxes		5,041		9,903
Tenant and other deposits		11,758		12,756
Accrued payroll and other employee liabilities		10,561		25,838
Interest rate swaps		3,307		3,144
Other		26,356		23,376
	$	458,267	$	466,017

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

3 Months Ended

Mar. 31, 2015

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Summary of AOCI

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

Gains and (Losses) on Cash Flow Hedges

(In Thousands)


	For the Three Months Ended March 31, 2015
Balance as of January 1, 2015	$	(7,712)

Other comprehensive loss before reclassifications		73
Amounts reclassified from accumulated other comprehensive loss		380
Net current-period other comprehensive income		453
Balance as of March 31, 2015	$	(7,259)

All amounts are net of tax.

SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2015

SEGMENTS

Schedule of segment operating results


	Three Months Ended March 31,
	2015		2014
	(In thousands)
Master Planned Communities
Land sales	$	48,081	$	47,671
Builder price participation		5,698		4,097
Minimum rents		215		197
Other land revenues		3,286		2,504
Other rental and property revenues		(2)		67
Total revenues		57,278		54,536

Cost of sales - land		23,896		23,078
Land sales operations		7,579		7,304
Land sales real estate and business taxes		2,404		1,954
Depreciation and amortization		95		100
Interest income		(16)		(57)
Interest expense (*)		(4,762)		(5,066)
Total expenses		29,196		27,313
MPC EBT		28,082		27,223

Operating Assets
Minimum rents		34,312		19,900
Tenant recoveries		9,573		5,884
Resort and conference center revenues		12,003		9,426
Other rental and property revenues		6,274		5,110
Total revenues		62,162		40,320

Other property operating costs		17,486		13,181
Rental property real estate taxes		5,520		3,107
Rental property maintenance costs		2,627		1,800
Resort and conference center operations		9,078		7,511
Provision for doubtful accounts		809		143
Demolition costs		117		2,494
Development-related marketing costs		2,266		2,079
Depreciation and amortization		18,762		9,010
Other income		—		—
Interest income		(10)		(119)
Interest expense		6,495		2,044
Equity in Earnings from Real Estate and Other Affiliates		(885)		(1,805)
Total expenses		62,265		39,445
Operating Assets EBT		(103)		875

Strategic Developments
Minimum rents		667		263
Tenant recoveries		94		131
Condominium rights and unit sales		34,857		3,126
Other land revenues		6		8
Other rental and property revenues		26		269
Total revenues		35,650		3,797

Condominium rights and unit cost of sales		22,409		1,571
Other property operating costs		659		626
Real estate taxes		680		633
Rental property maintenance costs		117		115
Provision for doubtful accounts		—		—
Demolition costs		—		22
Development-related marketing costs		3,977		2,145
Depreciation and amortization		1,016		424
Other income		(333)		(2,373)
Interest expense (*)		(1,807)		(2,649)
Equity in Earnings from Real Estate and Other Affiliates		(904)		(4,263)
Total expenses		25,814		(3,749)
Strategic Developments EBT		9,836		7,546
REP EBT	$	37,815	$	35,644

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


Reconciliation of REP EBT to GAAP	Three Months Ended March 31,
loss before taxes	2015		2014
	(In thousands)

REP EBT	$	37,815	$	35,644
General and administrative		(18,963)		(16,882)
Corporate interest income/(expense), net		(13,212)		(10,980)
Warrant liability loss		(108,810)		(96,440)
Corporate other income, net		1,132		8,075
Corporate depreciation and amortization		(1,637)		(975)
Loss before taxes	$	(103,675)	$	(81,558)

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


Reconciliation of Segment Basis Revenues to	Three Months Ended March 31,
GAAP Revenues	2015		2014
	(In thousands)

Master Planned Communities	$	57,278	$	54,536
Operating Assets		62,162		40,320
Strategic Developments		35,650		3,797
Total revenues	$	155,090	$	98,653

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


	March 31,		December 31,
	2015		2014
	(In thousands)
Master Planned Communities	$	1,920,953	$	1,877,043
Operating Assets		2,027,494		1,934,350
Strategic Developments		1,000,014		879,896
Total segment assets		4,948,461		4,691,289
Corporate and other		300,315		428,642
Total assets	$	5,248,776	$	5,119,931

SPONSORS AND MANAGEMENT WARRANTS (Details) $ in Thousands	1 Months Ended	12 Months Ended
SPONSORS AND MANAGEMENT WARRANTS (Details) $ in Thousands	Feb. 28, 2011 USD ($) $ / item shares	Dec. 31, 2012 USD ($) shares	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($) shares	Dec. 31, 2013 USD ($) shares	Nov. 09, 2010 USD ($) $ / item shares
Sponsors and Management Warrants
Warrant liabilities			$ 474,890	$ 366,080
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				$ 203,200	$ 157,100
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				$ 271,700	$ 209,000
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

EARNINGS PER SHARE - EPS Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014
Numerator:
Net income (loss)	$ (105,959)	$ (86,331)	$ (86,331)
Net income attributable to noncontrolling interests			15
Net income (loss) attributable to common stockholders	$ (105,959)		$ (86,316)
Denominator:
Weighted average basic common shares outstanding	39,465		39,454
Numerator:
Net income (loss) attributable to common stockholders	$ (105,959)		$ (86,316)
Adjusted net income (loss) attributable to common stockholders	$ (105,959)		$ (86,316)
Denominator:
Weighted average basic common shares outstanding	39,465		39,454
Weighted average diluted common shares outstanding	39,465		39,454
Basic earnings (loss) per share: (in dollars per share)	$ (2.68)		$ (2.19)
Diluted earnings (loss) per share: (in dollars per share)	$ (2.68)		$ (2.19)

EARNINGS PER SHARE - Antidilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Stock Options
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	1,027,740	1,024,940
Restricted Stock [Member]
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	241,931	176,536
Sponsors Warrants [Member]
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	1,916,667	1,916,667
Management Warrants [Member]
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	2,862,687	2,862,687

RECENT TRANSACTIONS (Details) $ in Millions	3 Months Ended
RECENT TRANSACTIONS (Details) $ in Millions	Mar. 31, 2015 USD ($) ft²
RECENT TRANSACTIONS
Commercial building acquired	58,000
Air rights with total residential and commercial development rights (in sq ft)	196,133
Purchase price of acquisition \| $	$ 91.4
Lot including 2014 acquisitions	42,694
Available development rights	817,784

IMPAIRMENT (Details) - USD ($) $ in Thousands	3 Months Ended
IMPAIRMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2015	Mar. 31, 2014
IMPAIRMENT
Impairment charges	$ 0	$ 0

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Hierarchy (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2014 USD ($) item	Mar. 31, 2015 USD ($)
Liabilities
Warrants	$ 366,080	$ 474,890
Interest rate swaps	$ 3,144	3,307
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	110,077
Liabilities
Warrants	366,080	474,890
Interest rate swaps	3,144	3,307
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Assets:
Cash equivalents	75,027	110,077
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Liabilities
Interest rate swaps	3,144	3,307
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Liabilities
Warrants	$ 366,080	$ 474,890

FAIR VALUE OF FINANCIAL INSTRUMENTS - Level 3 and Unobservable Inputs (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
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]
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	366,080	$ 305,560	$ 305,560
Warrant liability loss	108,810	96,440
Balance at the end of the period	$ 474,890	$ 402,000	$ 366,080
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)
Expected Volatility (as a percent)	26.30%
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)	16.00%		18.00%
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)	18.00%		20.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Instruments Not Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2015	Dec. 31, 2014
Liabilities:
Allowance, notes receivable	$ 463	$ 471
Fair Value, Measurements, Nonrecurring [Member] \| Reported Value Measurement [Member]
Assets:
Cash and cash equivalents	348,295	485,424
Notes receivable, net	26,892	28,630
Liabilities:
Fixed-rate debt	1,049,407	1,030,554
Variable-rate debt	1,074,210	962,916
Total mortgages, notes and loans payable	2,123,617	1,993,470
Fair Value, Measurements, Nonrecurring [Member] \| Estimate of Fair Value Measurement [Member]
Assets:
Cash and cash equivalents	348,295	485,424
Notes receivable, net	26,892	28,630
Liabilities:
Fixed-rate debt	1,088,862	1,050,333
Variable-rate debt	1,074,210	962,916
Total mortgages, notes and loans payable	$ 2,163,072	$ 2,013,249

REAL ESTATE AND OTHER AFFILIATES (Details)								1 Months Ended	3 Months Ended
REAL ESTATE AND OTHER AFFILIATES (Details)	Jan. 24, 2014 USD ($) a item	Oct. 04, 2013 USD ($) a ft² item	Jul. 11, 2013 USD ($)	Aug. 06, 2012	Jul. 05, 2012 USD ($) a	May 14, 2012 item	Oct. 27, 2011 item	May 31, 2013 USD ($)	Mar. 31, 2015 USD ($) item $ / a	Mar. 31, 2014 USD ($)	Dec. 31, 2014 USD ($)	Aug. 06, 2013
Investment in Real Estate and Other Affiliates
Carrying Value									$ 56,127,000		$ 53,686,000
Share of Earnings/Dividends									1,788,000	$ 6,068,000
Share of distributable cash										5,500,000
Aggregate carrying value of unconsolidated VIEs									$ 20,300,000		29,500,000
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									$ 21,200,000		21,100,000
Carrying values of the liabilities associated with the operations of the consolidated VIEs									800,000		600,000
repayments of debt									4,923,000	2,138,000
Book value of land contributed to joint venture									321,176,000		317,211,000
Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									52,190,000		49,769,000
Share of Earnings/Dividends									41,000	4,287,000
Cost-method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									3,937,000		3,917,000
Share of Earnings/Dividends									1,747,000	1,781,000
Discovery Land \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Book value of land contributed to joint venture									13,400,000
SID Bonds transferred to a joint venture									1,300,000
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
Preferred return, on capital (as a percent)									5.00%
Capital obligations									$ 0
Entitlement of distribution by joint venture (in times) \| item									2
Discovery Land \| Equity Method Investments [Member] \| Maximum [Member]
Investment in Real Estate and Other Affiliates
Cash contributed by joint venture partner									$ 30,000,000
KR Holdings LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Number of units in luxury condominium tower \| item									206
Number of units closed \| item									201
Proceeds from Sale of Real Estate									$ 8,900,000
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
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 D
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
Parcel D \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Number of units in Class A apartment building to be constructed \| item							380
Parcel D \| Construction Loan Payable [Member]
Investment in Real Estate and Other Affiliates
Aggregate principal amount of debt issued			$ 64,100,000
Outstanding debt									52,300,000
Variable rate basis			one-month LIBOR
Interest rate margin (as a percent)			2.40%
Summerlin Apartments LLC
Investment in Real Estate and Other Affiliates
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%
Economic interest (as a percent)	50.00%
Summerlin Las Vegas Baseball Club LLC
Investment in Real Estate and Other Affiliates
Amount funded in cash to joint venture								$ 10,500,000
Economic interest (as a percent)												50.00%
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%
Unconsolidated Properties [Member]
Investment in Real Estate and Other Affiliates
Secured debt									97,800,000
Share of the entity in secured debt									58,900,000
Master Planned Communities [Member] \| Discovery Land
Investment in Real Estate and Other Affiliates
Carrying Value									12,052,000
Operating Assets [Member] \| Millennium Woodlands Phase II LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									362,000		$ 1,023,000
Share of Earnings/Dividends									$ (661,000)	(36,000)
Economic interest (as a percent)									81.43%		81.43%
Operating Assets [Member] \| Parcel D \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									$ 4,562,000		$ 4,800,000
Share of Earnings/Dividends									$ (319,000)
Economic interest (as a percent)									50.00%		50.00%
Operating Assets [Member] \| Stewart Title \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									$ 3,663,000		$ 3,869,000
Share of Earnings/Dividends									$ 194,000	93,000
Economic interest (as a percent)									50.00%		50.00%
Operating Assets [Member] \| Summerlin Las Vegas Baseball Club LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									$ 10,431,000		$ 10,548,000
Share of Earnings/Dividends									$ (117,000)	(126,000)
Economic interest (as a percent)									50.00%		50.00%
Operating Assets [Member] \| Woodlands Sarofim 1 \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									$ 2,635,000		$ 2,595,000
Share of Earnings/Dividends									$ 40,000	57,000
Economic interest (as a percent)									20.00%		20.00%
Strategic Developments [Member] \| Circle T \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									$ 9,004,000		$ 9,004,000
Economic interest (as a percent)									50.00%		50.00%
Strategic Developments [Member] \| HHMK Development LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									$ 10,000		$ 10,000
Share of Earnings/Dividends									$ 539,000	290,000
Economic interest (as a percent)									50.00%		50.00%
Strategic Developments [Member] \| KR Holdings LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									$ 876,000		$ 9,183,000
Share of Earnings/Dividends									$ 365,000	$ 4,009,000
Economic interest (as a percent)									50.00%		50.00%
Strategic Developments [Member] \| Summerlin Apartments LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									$ 1,661,000
Economic interest (as a percent)									50.00%		50.00%
Strategic Developments [Member] \| Parcel C \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									$ 6,934,000		$ 8,737,000
Economic interest (as a percent)									50.00%		50.00%

MORTGAGES, NOTES AND LOANS PAYABLE - Debt Summarized (Details) - USD ($) $ in Thousands	Mar. 31, 2015	Dec. 31, 2014
Mortgages, notes and loans payable
Total mortgages, notes and loans payable	$ 2,123,617	$ 1,993,470
Secured Debt [Member]
Mortgages, notes and loans payable
Fixed-rate debt:	1,030,671	1,008,165
Variable-rate debt:	1,074,210	962,916
Amount of variable-rate debt swapped to fixed rate		172,000
Bonds [Member]
Mortgages, notes and loans payable
Fixed-rate debt:	$ 18,736	$ 22,389

MORTGAGES, NOTES AND LOANS PAYABLE - Debt by Property (Details)													3 Months Ended		12 Months Ended
	May 31, 2015 USD ($) item	Dec. 05, 2014 USD ($) 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 ($) item	Apr. 15, 2014 USD ($)	Oct. 02, 2013 USD ($)	Aug. 08, 2013 USD ($)	Mar. 31, 2015 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2014 USD ($)	Mar. 25, 2015 USD ($)	Nov. 10, 2014 USD ($)	Dec. 31, 2013 USD ($)
Mortgages, notes and loans payable
Unamortized underwriting fees													$ (7,464,000)		$ (7,689,000)
Total mortgages, notes and loans payable													2,123,617,000		$ 1,993,470,000
Weighted average interest rate (as a percent)															4.53%			4.61%
Land, buildings and equipment and developments in progress pledged as collateral															$ 2,400,000,000
Net cash proceeds													$ 137,566,000	$ 48,811,000
One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)															0.1756%
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													$ 19,645,000		$ 19,968,000
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%
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
Master Planned Communities [Member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross													$ 242,922,000		$ 211,195,000
Master Planned Communities [Member] \| Bridgeland [Member]
Mortgages, notes and loans payable
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		$ 15,874,000
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%		5.00%
Facility Amount													$ 30,000,000		$ 140,000,000
Mortgages, notes, and loans payable, gross													$ 15,389,000		10,000
Outstanding balance															$ 30,000,000
Variable rate basis															one-month LIBOR
Interest rate margin (as a percent)															3.25%
Amount utilized															$ 115,700,000
Master Planned Communities [Member] \| Summerlin South [Member] \| S108 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													5.95%
Mortgages, notes, and loans payable, gross													$ 548,000		563,000
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		236,000
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		623,000
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													$ 5,097,000		5,274,000
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													$ 2,538,000		2,936,000
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													$ 4,885,000		6,211,000
Master Planned Communities [Member] \| Summerlin West [Member] \| S808 or 810 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													6.00%
Mortgages, notes, and loans payable, gross													$ 1,069,000		2,805,000
Master Planned Communities [Member] \| Woodlands Properties [Member] \| Line of Credit [Member]
Mortgages, notes and loans payable
Facility Amount															$ 250,000,000
Variable rate basis												one-month LIBOR
Interest rate margin (as a percent)												2.75%
Extension period at borrower's option															1 year
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] \| 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
Interest rate (as a percent)													2.93%
Facility Amount												$ 125,000,000	$ 250,000,000
Mortgages, notes, and loans payable, gross													196,663,000		176,663,000
Operating Assets [Member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross													$ 1,005,515,000		931,696,000
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													$ 123,000		135,000
Operating Assets [Member] \| Shops at Summerlin Centre [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													2.43%
Facility Amount													$ 311,800,000
Mortgages, notes, and loans payable, gross													$ 256,955,000		229,153,000
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		310,000
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		3,431,000
Operating Assets [Member] \| Columbia Corporate Center 70 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													2.43%
Mortgages, notes, and loans payable, gross													$ 20,000,000		20,000,000
Variable rate basis									one-month LIBOR
Interest rate margin (as a percent)									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
Operating Assets [Member] \| Columbia Regional Building [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													2.18%
Facility Amount													$ 23,008,000
Mortgages, notes, and loans payable, gross													$ 20,627,000		20,513,000
Operating Assets [Member] \| Columbia Regional Building [Member] \| Subsequent Event [Member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross	$ 80,000,000
Variable rate basis	LIBOR
Interest rate margin (as a percent)	1.75%
Number of extension options \| item	2
Option to extend, term	1 year
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		52,000,000		$ 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
Interest rate (as a percent)													2.83%
Facility Amount													$ 41,230,000
Mortgages, notes, and loans payable, gross													$ 27,927,000		19,992,000
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		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
Operating Assets [Member] \| Wacker110N [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													5.21%
Mortgages, notes, and loans payable, gross													$ 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
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													$ 12,991,000		13,074,000
Operating Assets [Member] \| Riverwalk Marketplace
Mortgages, notes and loans payable
Interest rate (as a percent)													2.93%
Facility Amount													$ 64,400,000
Mortgages, notes, and loans payable, gross													$ 51,306,000		47,118,000
Operating Assets [Member] \| Technology Forest Drive [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													4.50%
Mortgages, notes, and loans payable, gross													$ 23,000,000			$ 23,000,000
Fixed interest rate (as a percent)																4.50%
Operating Assets [Member] \| Resort and Conference Center [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													3.68%
Facility Amount													$ 95,000,000
Mortgages, notes, and loans payable, gross													$ 83,109,000		76,027,000
Operating Assets [Member] \| Ward Centers [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													3.35%
Facility Amount													$ 250,000,000		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] \| 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													$ 14,274,000		$ 14,330,000
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
Operating Assets [Member] \| Waterway 4 [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													4.88%
Mortgages, notes, and loans payable, gross													$ 38,044,000		38,289,000
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] \| Summerlin [Member]
Mortgages, notes and loans payable
Variable rate basis							one-month LIBOR
Interest rate margin (as a percent)							2.25%
Number of extension options \| item							2
Option to extend, term							1 year
Amount of debt issued							$ 311,800,000
Strategic Developments [Member] \| 1725-35 Hughes Landing Boulevard [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													2.08%
Facility Amount													$ 143,000,000
Mortgages, notes, and loans payable, gross													$ 63,815,000		$ 47,513,000
Strategic Developments [Member] \| Three Hughes Landing [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													2.53%
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)													2.68%
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
Interest rate (as a percent)													2.13%
Facility Amount													$ 36,575,000
Mortgages, notes, and loans payable, gross													$ 21,518,000		17,424,000
Strategic Developments [Member] \| One Lakes Edge [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													2.68%
Facility Amount													$ 73,525,000
Mortgages, notes, and loans payable, gross													$ 49,184,000		40,787,000
Strategic Developments [Member] \| Waiea And Anaha Condominium Towers [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)													6.93%
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
Interest rate (as a percent)													2.83%
Facility Amount													$ 69,300,000
Strategic Developments [Member] \| Waterway Hotel [Member]
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross													$ 112,999,000		$ 88,300,000
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] \| 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

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Gross notional amounts (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Interest Rate Swap [Member]
Derivative instruments and hedging activities
Estimated additional amount to be reclassified as an increase to interest expense	$ 2.1
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 - Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2015	Dec. 31, 2014
Interest Rate Swap [Member] \| Designated as Hedging Instrument [Member] \| Accounts Payable and Accrued Liabilities [Member]
Fair value of derivative instruments
Derivative liabilities	$ 3,307	$ 3,144

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Derivative Financial Instruments on Statements of Operations (Details) - Cash Flow Hedging [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Interest Expense [Member]
Effect of the Company's derivative financial instruments on the income statement
Amount of Loss Reclassified from AOCI into Earnings	$ (380)	$ (541)
Interest Rate Swap [Member]
Effect of the Company's derivative financial instruments on the income statement
Amount of Loss Recognized in OCI	$ (761)	$ (342)

INCOME TAXES (Details) $ in Millions		3 Months Ended
INCOME TAXES (Details) $ in Millions	May 06, 2011 USD ($) item	Mar. 31, 2015 USD ($) property item	Mar. 31, 2014	Dec. 31, 2014 USD ($)
Income taxes
Unrecognized tax benefits, excluding interest		$ 184.2		$ 184.2
Effective tax rate (as a percent)		(2.20%)	(5.90%)
General Growth Properties [Member]
Income taxes
Number of subsidiaries involved in dispute with IRS \| item	2	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	$ 144.1
Proceeds From Settlement Of Tax Indemnity Receivable		$ 138.0
Number Of Office Properties Received From Settlement Of Tax Indemnity Receivable \| property		6
Value Of Buildings Received From Settlement Of Tax Indemnity Receivable		$ 130.0
General Growth Properties [Member] \| Maximum [Member]
Income taxes
Amount of certain taxes indemnified by related party		$ 303.8

STOCK-BASED PLANS - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Stock Options
Stock Options Outstanding at the beginning of the period (in shares)	1,043,490
Granted (in shares)	42,000
Forfeited (in shares)	(57,750)
Stock Options Outstanding at the end of the period (in shares)	1,027,740
Weighted Average Exercise Price
Stock Options Outstanding at the beginning of the period (in dollars per share)	$ 72.60
Granted (in dollars per share)	148.01
Forfeited (in dollars per share)	108.19
Stock Options Outstanding at the end of the period (in dollars per share)	$ 73.68
Stock option expense	$ 0.7	$ 1.0

STOCK-BASED PLANS - Restricted Stock (Details) - Restricted Stock [Member] $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2015 USD ($) $ / shares shares
Stock-based plans
Unamortized restricted stock expense \| $	$ 17.6
Weighted-average period for recognition of unamortized restricted stock expense	3 years 10 months 24 days
Restricted stock activity
Restricted stock outstanding at the beginning of the period (in shares) \| shares	172,690
Granted (in shares) \| shares	73,243
Restricted stock outstanding at the end of the period (in shares) \| shares	241,931
Vested (in shares) \| shares	(4,002)
Weighted Average Grant Date Fair Value
Restricted stock outstanding at the beginning of the period (in dollars per share) \| $ / shares	$ 92.02
Granted (in dollars per share) \| $ / shares	119.01
Restricted stock outstanding at the end of the period (in dollars per share) \| $ / shares	100.01
Vested (in dollars per share) \| $ / shares	$ 99.33
General and Administrative Expense [Member]
Stock-based plans
Recognized compensation expense \| $	$ 1.1

OTHER ASSETS AND LIABILITIES (Details) $ in Thousands	3 Months Ended
OTHER ASSETS AND LIABILITIES (Details) $ in Thousands	Mar. 31, 2015 USD ($) item	Dec. 31, 2014 USD ($)
Prepaid Expenses and Other Assets
Special Improvement District receivable	$ 33,040	$ 33,318
Equipment, net of accumulated depreciation of $2.4 million and $0.7 million, respectively	19,906	20,284
Tenant incentives and other receivables	12,014	14,264
Federal income tax receivable	8,629	8,629
Prepaid expenses	10,560	9,196
Security and escrow deposits	9,483	9,829
Other	2,023	2,014
Total prepaid expenses and other assets	293,199	310,136
Accumulated depreciation on other equipment	2,800	2,400
Accounts Payable and Accrued Expenses
Construction payables	191,599	170,935
Accounts payable and accrued expenses	31,827	34,154
Condominium deposits	60,706	82,150
Membership deposits	21,448	21,023
Accrued interest	28,127	14,791
Accrued real estate taxes	5,041	9,903
Tenant and other deposits	11,758	12,756
Accrued payroll and other employee liabilities	10,561	25,838
Interest rate swap	3,307	3,144
Other	26,356	23,376
Total accounts payable and accrued expenses	458,267	466,017
Prepaid Expenses and Other Current Assets [Member]
Prepaid Expenses and Other Assets
Increase in prepaid expenses and other assets	16,900
Increase in acquired in-place leases	3,100
Increase in restricted condominium deposits	12,000
Accounts Payable and Accrued Liabilities [Member]
Accounts Payable and Accrued Expenses
Increase in accounts payable and accrued expenses	7,800
Increase in construction payable	20,700
Increase in accrued payroll	15,300
Decrease in accrued real estate taxes	$ 4,900
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	$ 21,400
Shops at Summerlin Centre [Member] \| Accounts Payable and Accrued Liabilities [Member]
Accounts Payable and Accrued Expenses
Increase in accrued interest	13,300
Ground Leases below Market [Member]
Prepaid Expenses and Other Assets
Net carrying amount	19,579	19,663
Condominium deposits	139,559	151,592
Tenant Leases above Market [Member]
Prepaid Expenses and Other Assets
Net carrying amount	4,365	4,656
Uncertain tax position asset	402	383
Leases, Acquired-in-Place [Member]
Prepaid Expenses and Other Assets
Net carrying amount	29,645	32,715
Intangibles	3,994	3,593
Ground Leases above Market [Member] \| Accounts Payable and Accrued Liabilities [Member]
Accounts Payable and Accrued Expenses
Net carrying amount	2,232	2,272
Deferred income	$ 65,305	$ 65,675

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	$ (7,712)
Other comprehensive income before reclassifications	73
Amounts reclassified from accumulated other comprehensive loss	380
Other comprehensive income (loss)	453	$ 66
Balance at the end of the period	$ (7,259)	$ (7,712)

- Definition

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

+ References + Details

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Reclassifications out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes	$ (2,284)		$ (4,773)
Net income (loss)	(105,959)	$ (86,331)	$ (86,331)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] \| Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes	228
Net income (loss)	(380)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] \| Interest Rate Swap [Member] \| Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassifications out of accumulated other comprehensive income (loss)
Interest expense	$ (608)

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)			3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jun. 27, 2013	Jun. 27, 2013	Mar. 31, 2015	Dec. 31, 2014
Commitments
Letters of Credit and Surety Bonds Outstanding Amount			$ 80,200,000	$ 53,700,000
South Street Seaport Ground Lease [Member]
Commitments
Annual fixed rent	$ 1,200,000	$ 1,200,000
Annual rent escalation rate (as a percent)	3.00%	3.00%
Additional annual rent payments to be made through the term of the lease	$ 210,000	$ 210,000
Rent credit to be received			$ 1,500,000
Maximum period for rent credit			30 months

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - Damage Due to Flooding [Member] - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Insurance recoveries
Insurance recoveries collected			$ 47.9
Pre-tax gain recognized in Other (income)/expense	$ 0.3	$ 7.8

SEGMENTS (Details)	3 Months Ended
SEGMENTS (Details)	Mar. 31, 2015 segment
SEGMENTS
Number of reportable segments	3

SEGMENTS - Segment Operating Results (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Segments reporting
Land sales	$ 48,081	$ 47,671
Builder price participation	5,698	4,097
Minimum rents	35,194	20,360
Tenant recoveries	9,667	6,015
Condominium rights and unit sales	34,857	3,126
Other land revenues	3,293	2,512
Other rental and property revenues	6,297	5,446
Total revenues	155,090	98,653
Cost of sales - land	23,896	23,078
Other property operating costs	18,145	13,804
Rental property real estate taxes	6,200	3,740
Rental property maintenance costs	2,744	1,915
Provision for doubtful accounts	809	143
Demolition costs	117	2,516
Development-related marketing costs	6,243	4,224
Depreciation and amortization	21,510	10,509
Other income	(1,464)	(10,448)
Interest income	(136)	(2,188)
Interest expense	13,246	7,321
Equity in Earnings from Real Estate and Other Affiliates	(1,788)	(6,068)
REP EBT	37,815	35,644
Operating Segments [Member] \| Master Planned Communities [Member]
Segments reporting
Land sales	48,081	47,671
Builder price participation	5,698	4,097
Minimum rents	215	197
Other land revenues	3,286	2,504
Other rental and property revenues	(2)	67
Total revenues	57,278	54,536
Cost of sales - land	23,896	23,078
Land sales operations	7,579	7,304
Land sales real estate and business taxes	2,404	1,954
Depreciation and amortization	95	100
Interest income	(16)	(57)
Interest expense	(4,762)	(5,066)
Total expenses	29,196	27,313
REP EBT	28,082	27,223
Operating Segments [Member] \| Operating Assets [Member]
Segments reporting
Minimum rents	34,312	19,900
Tenant recoveries	9,573	5,884
Resort and conference center revenues	12,003	9,426
Other rental and property revenues	6,274	5,110
Total revenues	62,162	40,320
Other property operating costs	17,486	13,181
Rental property real estate taxes	5,520	3,107
Rental property maintenance costs	2,627	1,800
Resort and conference center operations	9,078	7,511
Provision for doubtful accounts	809	143
Demolition costs	117	2,494
Development-related marketing costs	2,266	2,079
Depreciation and amortization	18,762	9,010
Interest income	(10)	(119)
Interest expense	6,495	2,044
Equity in Earnings from Real Estate and Other Affiliates	(885)	(1,805)
Total expenses	62,265	39,445
REP EBT	(103)	875
Operating Segments [Member] \| Strategic Developments [Member]
Segments reporting
Minimum rents	667	263
Tenant recoveries	94	131
Condominium rights and unit sales	34,857	3,126
Other land revenues	6	8
Other rental and property revenues	26	269
Total revenues	35,650	3,797
Condominium rights and unit cost of sales	22,409	1,571
Other property operating costs	659	626
Rental property real estate taxes	680	633
Rental property maintenance costs	117	115
Demolition costs		22
Development-related marketing costs	3,977	2,145
Depreciation and amortization	1,016	424
Other income	(333)	(2,373)
Interest expense	(1,807)	(2,649)
Equity in Earnings from Real Estate and Other Affiliates	(904)	(4,263)
Total expenses	25,814	(3,749)
REP EBT	$ 9,836	$ 7,546

SEGMENTS - REP EBT to GAAP Basis Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014
Reconciliation of REP EBT to GAAP net income (loss)
REP EBT	$ 37,815		$ 35,644
General and administrative	(18,963)		(16,882)
Corporate interest income, net	136		2,188
Warrant liability loss	(108,810)		(96,440)
Provision for income taxes	(2,284)		(4,773)
Corporate other income, net:	1,464		10,448
Corporate depreciation and amortization	(21,510)		(10,509)
Net income (loss)	(105,959)	$ (86,331)	(86,331)
Corporate, Non-Segment [Member]
Reconciliation of REP EBT to GAAP net income (loss)
Corporate interest income, net	(13,212)		(10,980)
Warrant liability loss	(108,810)		(96,440)
Corporate other income, net:	1,132		8,075
Corporate depreciation and amortization	(1,637)		(975)
Net income (loss)	(103,675)		(81,558)
Operating Segments [Member] \| Consolidated Properties [Member]
Reconciliation of REP EBT to GAAP net income (loss)
General and administrative	$ (18,963)		$ (16,882)

SEGMENTS - Segment Revenue to GAAP Consolidated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 155,090	$ 98,653
Master Planned Communities [Member] \| Operating Segments [Member]
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	57,278	54,536
Operating Assets [Member] \| Operating Segments [Member]
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	62,162	40,320
Strategic Developments [Member] \| Operating Segments [Member]
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 35,650	$ 3,797

SEGMENTS - Assets by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Reconciliation of total segment assets to total assets
Assets	$ 5,248,776	$ 5,119,931
General Growth Properties [Member]
Additional information
Proceeds From Settlement Of Tax Indemnity Receivable	138,000
Strategic Developments [Member]
Additional information
Increase (decrease) in assets	120,100
Strategic Developments [Member] \| ONE AlaMoana [Member]
Additional information
Cash distribution from the investment in ONE Ala Moana	8,900
Strategic Developments [Member] \| Ward Centers [Member]
Additional information
Deposits collected on the sale of condominium units	9,600
New developments in progress	34,100
Use of buyer deposit to reimburse for development costs	21,600
Strategic Developments [Member] \| 1725-35 Hughes Landing Boulevard [Member]
Additional information
New developments in progress	17,600
Strategic Developments [Member] \| One Lakes Edge [Member]
Additional information
New developments in progress	10,700
Strategic Developments [Member] \| Waterway Square Hotel [Member]
Additional information
New developments in progress	14,600
Strategic Developments [Member] \| Three Hughes Landing [Member]
Additional information
New developments in progress	17,300
Operating Segments [Member]
Reconciliation of total segment assets to total assets
Assets	4,948,461	4,691,289
Operating Segments [Member] \| Master Planned Communities [Member]
Reconciliation of total segment assets to total assets
Assets	1,920,953	1,877,043
Operating Segments [Member] \| Operating Assets [Member]
Reconciliation of total segment assets to total assets
Assets	2,027,494	1,934,350
Operating Segments [Member] \| Operating Assets [Member] \| Hughes Landing Retail [Member]
Additional information
Transfer of property	46,200
Operating Segments [Member] \| Strategic Developments [Member]
Reconciliation of total segment assets to total assets
Assets	1,000,014	879,896
Corporate, Non-Segment [Member]
Reconciliation of total segment assets to total assets
Assets	300,315	$ 428,642
Additional information
Increase (decrease) in assets	$ 128,300