View Filing Data

Capitalized swap interest expense

$ 126,719

$ (23,520)

$ (73,695)

Other comprehensive income (loss):

Interest rate swaps

^[1]

1,003

2,542

^[2]

(217)

(493)

(1,189)

Other comprehensive income (loss)

(177)

510

1,353

Comprehensive income (loss)

126,542

(23,010)

(72,342)

Comprehensive (income) loss attributable to noncontrolling interests

(11)

(95)

Comprehensive income (loss) attributable to common stockholders

$ 126,542

$ (23,021)

$ (72,437)

[1]	Net of deferred tax expense of $1.0 million, $0.2 million and $0.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.
[2]	Net of deferred tax benefit of $0.1 million, $0.2 million and $0.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense	$ 1.0	$ 0.2	$ 0.5
Capitalized swap interest, deferred tax benefit	$ 0.1	$ 0.2	$ 0.6

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 the beginning of the period at Dec. 31, 2012

$ 395

$ 2,824,031

$ (509,613)

$ (9,575)

$ 5,759

$ 2,310,997

Balance (in shares) at Dec. 31, 2012

39,498,912

Increase (Decrease) in Stockholders' Equity

Adjustment to noncontrolling interest

(73,790)

(73,695)

720

Preferred dividend payment on behalf of subsidiary

(12)

Interest rate swaps, net of tax $966, $184, and $(486) for the year ended December 2015, 2014 and 2013, respectively

2,542

^[1]

Capitalized swap interest, net of tax $74, $199, and $635 and for the year ended December 2015, 2014 and 2013, respectively

(1,189)

^[2]

Stock plan activity

$ 1

5,782

5,783

Stock plan activity (in shares)

77,432

Balance at the end of the period at Dec. 31, 2013

$ 396

2,829,813

(583,403)

(8,222)

6,562

2,245,146

Balance (in shares) at Dec. 31, 2013

39,576,344

Increase (Decrease) in Stockholders' Equity

Distribution to noncontrolling interest

(23,531)

(23,520)

(2,818)

Preferred dividend payment on behalf of subsidiary

(12)

Interest rate swaps, net of tax $966, $184, and $(486) for the year ended December 2015, 2014 and 2013, respectively

1,003

^[1]

Capitalized swap interest, net of tax $74, $199, and $635 and for the year ended December 2015, 2014 and 2013, respectively

(493)

^[2]

Stock plan activity

8,200

Stock plan activity (in shares)

61,750

Balance at the end of the period 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

Adjustment to noncontrolling interest

126,719

Interest rate swaps, net of tax $966, $184, and $(486) for the year ended December 2015, 2014 and 2013, respectively

^[1]

Capitalized swap interest, net of tax $74, $199, and $635 and for the year ended December 2015, 2014 and 2013, respectively

(217)

^[2]

Stock plan activity

$ 2

9,810

9,812

Stock plan activity (in shares)

76,744

Balance at the end of the period at Dec. 31, 2015

$ 398

$ 2,847,823

$ (480,215)

$ (7,889)

$ 3,772

$ 2,363,889

Balance (in shares) at Dec. 31, 2015

39,714,838

[1]	Net of deferred tax expense of $1.0 million, $0.2 million and $0.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.
[2]	Net of deferred tax benefit of $0.1 million, $0.2 million and $0.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Interest rate swaps, tax	$ 966	$ 184	$ (486)
Capitalized swap intererst, tax (benefit)	$ 74	$ 199	$ 635

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Cash Flows from Operating Activities:
Net income (loss)	$ 126,719	$ (23,520)	$ (73,695)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation	82,275	50,683	29,637
Amortization	16,722	5,275	4,208
Amortization of deferred financing costs	5,734	4,378	2,952
Amortization of intangibles other than in-place leases	462	668	213
Straight-line rent amortization	(4,985)		(3,652)
Deferred income taxes	21,152	65,010	8,352
Restricted stock and stock option amortization	7,284	8,200	5,782
Gain on disposition of assets	(29,073)	(2,373)	(8,483)
Warrant liability (gain) loss	(58,320)	60,520	181,987
Reduction (increase) in tax indemnity receivable		(90)	1,206
Interest income related to tax indemnity		(21,510)	(2,078)
Loss on settlement of tax indemnity receivable		74,095
Equity in earnings from Real Estate and Other Affiliates, net of distributions	1,182	11,222	(7,121)
Provision for doubtful accounts	4,030	1,404	836
Master Planned Community land acquisitions	(7,293)	(100,913)	(5,667)
Master Planned Community development expenditures	(197,020)	(140,735)	(133,590)
Master Planned Community cost of sales	69,104	110,885	112,695
Condominium development expenditures	(191,313)	(75,990)	(21,213)
Condominium and other cost of sales	191,606	49,995	16,572
Deferred rental income	46,366
Proceeds from sale of condominium rights			47,500
Percentage of completion revenue recognition from sale of condominium rights and units	(305,284)	(83,565)	(32,969)
Non-monetary consideration related to land transactions		(17,406)
Proceeds received on settlement of tax indemnity receivable		138,000
Payment to IRS relating to tax court decision		(203,298)
Net changes:
Accounts and notes receivable	50,228	45,209	5,935
Prepaid expenses and other assets	(1,869)	(6,311)	(1,591)
Condominium deposits received	81,881	139,187
Deferred expenses	(11,743)	(36,641)	(19,364)
Accounts payable and accrued expenses	29,867	37,213	20,333
Condominium deposits held in escrow	(81,881)	(139,187)
Condominium deposits released from escrow	177,724
Other, net	375	(8,720)	547
Cash provided by (used in) operating activities	23,930	(58,315)	129,332
Cash Flows from Investing Activities:
Property and equipment expenditures	(15,439)	(8,521)	(31,768)
Operating property improvements	(8,409)	(6,299)	(17,231)
Property developments and redevelopments	(578,506)	(759,003)	(221,071)
Proceeds from Sale of Real Estate	25,139	11,953	10,814
Proceeds from insurance claims		12,901
Proceeds from sales of investment in Real Estate Affiliates			13,270
Investments in Real Estate and Other Affiliates, net	(2,171)	(6,248)	(4,035)
Change in restricted cash	(6,580)	20,930	(17,204)
Other	1,277
Cash used in investing activities	(575,568)	(746,456)	(294,325)
Cash Flows from Financing Activities:
Proceeds from mortgages, notes and loans payable	583,822	597,553	1,120,102
Principal payments on mortgages, notes and loans payable	(103,808)	(120,182)	(279,721)
Deferred financing costs	(4,285)	(7,085)	(6,594)
Preferred dividend payment on behalf of REIT subsidiary		(12)	(12)
Distributions (contributions) to noncontrolling interests			(3,031)
Special Improvement District bonds held in escrow	(39,241)
Cash provided by financing activities	436,488	470,274	830,744
Net change in cash and cash equivalents	(115,150)	(334,497)	665,751
Cash and cash equivalents at beginning of period	560,451	894,948	229,197
Cash and cash equivalents at end of period	445,301	560,451	894,948
Supplemental Disclosure of Cash Flow Information:
Interest paid	99,296	84,497	30,600
Interest capitalized	47,221	46,513	37,470
Income taxes paid	3,318	204,898	2,268
Non-Cash Transactions:
Special Improvement District bond transfers associated with land sales	18,775	8,786	14,376
Property developments and redevelopments	2,530	38,567	85,609
MPC Land contributed to Real Estate Affiliate	15,234
Acquisition of 1701 Lake Robbins:
Building		(3,979)
Below market lease obligation		3,979
70 Columbia Corporate Center
Non-Cash Transactions:
Special Improvement District bond transfers to Real Estate Affiliates	(1,518)
Capitalized stock compensation	2,526
Distribution of land to noncontrolling interests		2,818
1701 Lake Robbins
Acquisition of 1701 Lake Robbins:
Land		(1,663)
Building		(3,725)
Other assets		(848)
Mortgages, notes and loans payable		4,600
Other liabilities		152
10-60 Columbia Corporate Center
Acquisition of 1701 Lake Robbins:
Land		(23,404)
Building		(79,247)
Other assets		(28,997)
Other liabilities		(1,648)
85 South Street
Cash Flows from Investing Activities:
Acquisition of properties		(21,555)
Non-Cash Transactions:
Accrued interest included in construction loan payable	2,863	4,785
KR Holdings LLC
Cash Flows from Investing Activities:
Distribution from (investment in) KR Holdings, LLC	$ 9,121	$ 9,386	(16,750)
Summerlin Las Vegas Baseball Club LLC
Cash Flows from Investing Activities:
Investments in Real Estate and Other Affiliates, net			$ (10,350)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The Howard Hughes Corporation’s (“HHC” or the “Company”) mission is to be the preeminent developer and operator of Master Planned Communities and mixed‑use properties. We specialize in the development of master planned communities, the development of residential condominiums, and the ownership, management and development or repositioning of real estate assets currently generating revenues, also called operating assets, as well as other strategic real estate opportunities in the form of entitled and unentitled land and other development rights, also called strategic developments. We are a Delaware corporation that was formed on July 1, 2010. Unless the context otherwise requires, references to “we,” “us” and “our” refer to HHC and its subsidiaries.

Management has evaluated all material events occurring subsequent to the date of the Consolidated Financial Statements up to the date and time this Annual Report is filed.

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), with all intercompany balances eliminated. The presentation includes the accounts of the Company, and those entities in which we have a controlling financial interest. The noncontrolling equity holders’ share of the assets, liabilities and operations are reflected in noncontrolling interests within permanent equity. The Company also consolidates certain variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810 Consolidation (“ASC 810”) (see “Investment in Real Estate and Other Affiliates” below). At December 31, 2015, the Company adopted Accounting Standards Update (“ASU”) 2015-03, “Interest – Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs,” and began presenting the carrying value of its debt net of the debt issuance costs, as discussed further below.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The estimates and assumptions include, but are not limited to, revenue recognition accounted for under the percentage of completion method, capitalization of development costs, provision for income taxes, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets acquired and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs, the fair value of warrants, debt and options granted. Actual results could differ from these and other estimates.

Investment in Real Estate

Master Planned Community Assets, Land, Buildings and Equipment

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

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


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

From time to time, we may reassess the development strategies for certain buildings and improvements which results in changes to our estimate of their remaining useful lives. As a result, we recognized an additional $17.1 million, or $0.40 per diluted share, $10.8 million, or $0.27 per diluted share, and $1.2 million, or $0.03 per diluted share, in depreciation expense during the years ended December 31, 2015, 2014 and 2013, respectively, due to the change in useful lives of these buildings and improvements. The increased depreciation expense was caused by development plans which included the demolition of certain pre-existing buildings and improvements, thereby resulting in a reduction to their useful lives.

Developments

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

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

Our Developments are made up of the following categories:


	December 31,
(In thousands)	2015		2014

Land & improvements	$	182,843	$	164,280
Development costs		728,984		667,228
Condominium projects		125,100		82,795
Total Developments	$	1,036,927	$	914,303

Investment in Real Estate and Other Affiliates

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

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

We also perform a qualitative assessment of each VIE to determine if we are the primary beneficiary. Under ASC 810, a company concludes that it is the primary beneficiary and consolidates the VIE if the company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the company is the primary beneficiary. As required by ASC 810, management’s assessment of whether the company is the primary beneficiary of a VIE is continuously performed.

We account for VIEs for which we are not considered to be the primary beneficiary, but have significant influence, using the equity method and investments in VIEs where we do not have significant influence on the joint venture’s operating and financial policies using the cost method.

We account for investments in joint ventures where we own a non‑controlling interest using the equity method, and investments in joint ventures where we have virtually no influence on the joint venture’s operating and financial policies using the cost method. For cost method investments, we recognize earnings to the extent of distributions received from such investments.

Under the equity method, the cost of our investment is adjusted for our share of the equity in earnings or losses of such Real Estate Affiliates from the date of investment and reduced by distributions received. Generally, the operating agreements with respect to our Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. We generally also share in the profit and losses, cash flows and other matters relating to our Real Estate Affiliates in accordance with our respective ownership percentages. For certain equity method investments, when the preferences on profit sharing on liquidation rights and priorities differ from the ownership percentages, we consider ASC 970 and apply the Hypothetical Liquidation Book Value (“HLBV”) method. Under this method, we recognize income or loss based on the change in our underlying share of the venture’s net assets on a hypothetical liquidation basis as of the reporting date.

Acquisitions of Properties

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

Costs directly related to purchase of land or other property acquisitions are considered additions to the purchase price and increase the cost basis recorded for the Investment in Real Estate. Acquisition costs related to the acquisition of a business are expensed as incurred.

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

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

Impairment

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

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

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

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

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

With respect to our Investment in Real Estate and Other Affiliates, a series of operating losses of an underlying asset or other factors may indicate that a decrease in value has occurred which is other‑than‑temporary. The investment in each Real Estate and Other Affiliate is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other‑than‑temporary. If the decrease in value of an Investment in a Real Estate and Other Affiliate is deemed to be other‑than‑temporary, our investment is reduced to its estimated fair value. In addition to the property‑specific impairment analysis that we perform on the underlying assets of the investment, we also consider the ownership, distribution preferences, limitations, and rights to sell and repurchase our ownership interests.

Cash and Cash Equivalents

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

Revenue Recognition and Related Matters

Land Sales Revenue

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

When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold through completion. In accordance with ASC 970-360-30-1, when developed land is sold, costs are allocated to each sold superpad or lot based upon the relative sales value of each superpad or lot. For purposes of allocating development costs, estimates of future revenues and development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale. For certain parcels of land, however, the specific identification method is used to determine the cost of sales, including acquired parcels that we do not intend to develop or for which development was complete at the date of acquisition.

Rental Revenue

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

Minimum rent revenues are recognized on a straight‑line basis over the terms of the related leases when collectability is reasonably assumed and the tenant has taken possession of, or controls, the physical use of the leased asset. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues also include amortization related to above and below‑market tenant leases on acquired properties.

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

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

If the lease provides for tenant improvements, we determine whether the tenant improvements are owned by the tenant or by us. When we are the owner of the tenant improvements, rental revenue begins when the improvements are substantially complete. When the tenant is the owner of the tenant improvements, any tenant allowance funded by us is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease term.

Condominium Rights and Unit Sales

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

Revenue recognized on the percentage-of-completion method is based upon the ratio of project costs incurred to date compared to total estimated project cost. Total estimated project costs include direct costs such as the carrying value of our land, site planning, architectural, construction costs, financing costs and indirect cost allocations for certain infrastructure and amenity costs which benefit the project based upon the relative sales value of the units. 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. Revenue recognized in excess of amounts collected from buyers is classified as Condominium receivables and amounts collected from buyers in excess of revenue recognized to date are classified as Condominium deposits liability.

Hospitality Revenue

Revenue from our hospitality properties is primarily related to room rentals and food and beverage sales and is recognized as services are performed.

Other Income

Other income for the year ended December 31, 2015 primarily relates to a $0.3 million gain on insurance recoveries related to casualty losses at South Street Seaport from Superstorm Sandy and $0.5 million related to our participation interest in the golf courses at TPC Summerlin and TPC Las Vegas.

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

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

Marketing and Advertising

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

Accounts Receivable

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

Straight‑line rent receivables represent rental revenues recognized in excess of amounts currently due under lease agreements. Such amounts totaling $22.2 million as of December 31, 2015 and $13.5 million as of December 31, 2014, are included in Accounts receivable, net in our Consolidated Balance Sheets.

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

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


(In thousands)	2015		2014		2013
Balance as of January 1	$	7,619	$	7,390	$	8,914
Provision for doubtful accounts		4,030		1,404		836
Write-offs		(7,243)		(1,175)		(2,360)
Balance as of December 31,	$	4,406	$	7,619	$	7,390

The significant increase in write-offs in the allowance for doubtful accounts in the year ended December 31, 2015 relate to uncollectible receivables from a tenant at an operating property that vacated its space.

Municipal Utility District Receivables

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

The developer initiates the MUD process by filing the applications for the formation of the MUD, and once the applications have been approved, a Board of Directors is elected for the MUD and given the authority to issue ad valorem tax bonds and the authority to tax residents. The MUD Board authorizes and approves all MUD development contracts and pay requests. MUD bond sale proceeds are used to reimburse the developer for its construction costs, including interest. MUD taxes are used to pay the debt service on the bonds and the operating expenses of the MUD. The Company estimates the costs it believes will be eligible for reimbursement as MUD receivables. Our MUD receivables are pledged as security to creditors under the debt facilities relating to our Bridgeland and The Woodlands MPCs. MUD receivables are shown net of an allowance of $0.9 million and $5.8 million for the years ending December 31, 2015 and 2014, in the accompanying Consolidated Balance Sheets. The significant decrease in the allowance for MUD receivables at December 31, 2015 as compared to December 31, 2014 relates to a large MUD reimbursement at The Woodlands MPC during 2015. The MUD receivable had previously been considered unrecoverable.

Notes Receivable

Notes receivable include amounts due from homebuilders primarily at our Summerlin Master Planned Community, and a note from General Growth Properties (“GGP”). The GGP note had a balance of $0.2 million and $6.7 million as of December 31, 2015 and 2014, respectively. The GGP note is fully amortizing, carries an interest rate of 4.41%, and cash payments under the note were approximately $6.5 million per year through the end of 2015. Our Summerlin MPC Community held a $20.2 million note from a national homebuilder relating to a 2014 land sale bearing interest at 0.39%, which matured in November 2015, and payment was received in full.

Also included in Notes receivable are notes receivable from various tenants, net of an allowance for uncollectible notes receivable. We estimate the allowance for uncollectible notes receivable based on our assessment of expected receipts of future cash flows with consideration given to any collateral securing the respective note.

Income Taxes

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

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

In our Master Planned Communities, gains with respect to land sales whether for commercial use or for single family residences are reported for tax purposes either on the modified accrual method or on the percentage-of-completion method. Under the percentage-of-completion method, a gain is recognized for tax purposes as costs are incurred in satisfaction of contractual obligations. The method used for determining the percentage complete for income tax purposes is different than that used for financial statement purposes.

Deferred Expenses

Deferred expenses consist principally of leasing costs. Deferred leasing costs are amortized to amortization expense using the straight‑line method over periods that approximate the related lease terms. Deferred expenses in our Consolidated Balance Sheets are shown net of accumulated amortization of $10.8 million and $6.4 million as of December 31, 2015 and 2014, respectively.

Deferred financing fees are amortized to interest expense over the terms of the respective financing agreements using the effective interest method (or other methods which approximate the effective interest method).

In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30) - 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 standard requires a retrospective application to reflect the period-specific effects of applying the new guidance. We adopted this guidance on December 31, 2015. The adoption of this ASU only impacted the presentation of deferred financing costs previously included in Deferred expenses, net, now included in Mortgage, notes, and loans payable on the Consolidated Balance Sheets and as of December 31, 2014, $14.7 million in Deferred financing costs, net have been reclassified from Deferred expenses, net to Mortgages, notes and loans payable.

Stock Plans

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

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, ‘‘Leases.’’ ASU 2016-02, codified in ASC 842, amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact of adopting the new leases standard on our Consolidated Financial Statements.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” The standard eliminates the deferral of FAS 167, which allowed reporting entities with interests in certain investment funds to follow previous consolidation guidance in FIN 46(R), per ASC 810-10-65-2(a). The standard modifies whether: (1) fees paid to a decision maker or service provider represent a variable interest; (2) a limited partnership or similar entity has the characteristics of a VIE; and (3) a reporting entity is the primary beneficiary of a VIE. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. We do not expect adoption to have a material impact on our Consolidated Financial Statements.

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) issued ASU 2014-09 “Revenues from Contracts with Customers (Topic 606).” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The effective date of this standard will be for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted after December 15, 2016. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. We are currently evaluating the new guidance to determine the impact it may have on our Consolidated Financial Statements.

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

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

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2015

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 2 EARNINGS PER SHARE

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

Information related to our EPS calculations is summarized as follows:


	Year ended December 31,
(In thousands, except per share amounts)	2015		2014		2013
Basic EPS:
Numerator:
Net income (loss)	$	126,719	$	(23,520)	$	(73,695)
Net income attributable to noncontrolling interests		—		(11)		(95)
Net income (loss) attributable to common stockholders	$	126,719	$	(23,531)	$	(73,790)

Denominator:
Weighted average basic common shares outstanding		39,470		39,464		39,449

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	126,719	$	(23,531)	$	(73,790)
Less: Warrant liability gain		(58,320)		—		—
Adjusted net income (loss) attributable to common stockholders	$	68,399	$	(23,531)	$	(73,790)

Denominator:
Weighted average basic common shares outstanding		39,470		39,464		39,449
Restricted stock and stock options		411		—		—
Warrants		2,873		—		—
Weighted average diluted common shares outstanding		42,754		39,464		39,449


Basic income (loss) per share:	$	3.21	$	(0.60)	$	(1.87)


Diluted income (loss) per share:	$	1.60	$	(0.60)	$	(1.87)

The diluted EPS computation as of December 31, 2015 excludes 141,776 stock options as their inclusion would have been anti‑dilutive.

The diluted EPS computation as of December 31, 2014 excludes 1,046,940 stock options, 172,690 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti‑dilutive.

The diluted EPS computation as of December 31, 2013 excludes 965,440 stock options, 122,334 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants, and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti‑dilutive.

SPONSORS AND MANAGEMENT WARRANTS	12 Months Ended
SPONSORS AND MANAGEMENT WARRANTS	Dec. 31, 2015
SPONSORS AND MANAGEMENT WARRANTS
SPONSORS AND MANAGEMENT WARRANTS	NOTE 3 SPONSOR AND MANAGEMENT WARRANTS On November 9, 2010, we issued warrants to purchase shares of our common stock to certain of our sponsors (the “Sponsor Warrants”). The 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. The 1,916,667 of Sponsor Warrants outstanding are exercisable at any time and 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, and were issued pursuant to such agreements at fair value in exchange for a combined total of approximately $19.0 million in cash from such executives at the commencement of their respective employment. Mr. Weinreb and Mr. Herlitz’s warrants have exercise prices of $42.23 per share and Mr. Richardson’s warrants have an exercise price of $54.50 per share. Generally, the Management Warrants become exercisable in November 2016 and expire in February 2018. As of December 31, 2015, the estimated $123.1 million fair value for the Sponsor Warrants representing warrants to purchase 1,916,667 shares and the estimated $184.7 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares are 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 Sponsor Warrants and Management Warrants were $157.1 million and $209.0 million, respectively, as of December 31, 2014. The fair values are 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 Sponsor Warrants and the Management Warrants are recognized as warrant liability gains or losses, respectively, in the Consolidated Statements of Operations.

REAL ESTATE AND OTHER AFFILIATES

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

+ References + Details

ACQUISITIONS AND DISPOSITIONS	12 Months Ended
ACQUISITIONS AND DISPOSITIONS	Dec. 31, 2015
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS	NOTE 4 ACQUISITIONS AND DISPOSITIONS On September 4, 2015, we sold The Club at Carlton Woods, its 36-hole golf and country club in The Woodlands, for net cash proceeds of $25.1 million, and purchaser’s assumption of net liabilities of $4.0 million, resulting in a pre-tax gain of $29.1 million. The property was comprised of total assets of $20.9 million and total liabilities of $24.9 million. Most of the lots have been sold, and the sale of this asset has allowed us to redeploy capital to our development activities. In 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. The acquisitions, when combined with adjacent property acquisitions of $136.7 million made 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. On December 12, 2014, as part of the settlement with GGP relating to the Tax Matters Agreement, we acquired from GGP six unencumbered office buildings consisting of 699,884 square feet of space located in downtown Columbia, Maryland valued at $130.0 million. The fair value approximated the agreed upon value and was allocated $79.2 million to buildings, $23.4 million to land, and $27.4 million to intangible lease assets consisting of $25.2 million for in-place leases, $3.8 million for above-market leases and $1.6 million for below-market leases. We incurred $1.5 million in acquisition costs, and these costs were included in other property operating costs. The office buildings, titled 10-60 Columbia Corporate Center, are included in our Operating Assets segment. In 2014, we acquired 2,055 acres of undeveloped land located in Conroe, Texas for $98.5 million, which is included in The Woodlands Hills MPC. In October 2014, we acquired 85 South Street, an eight story 60,000 square foot multi-family property located two blocks south of Pier 17 and within the Seaport District for $20.1 million. The purchase price approximated fair value and was allocated $8.1 million to the building, $15.9 million to the land, and $(3.9) million for below-market leases. This multi-family apartment building is included in our Operating Assets segment. In July 2014, we acquired 1701 Lake Robbins, a 12,376 square foot retail building located in The Woodlands for $5.7 million. The purchase price included the assumption of a mortgage of $4.6 million. The purchase price approximated fair value and was allocated $3.7 million to the building, $1.7 million to the land, and $0.2 million of intangible lease assets consisting of $0.3 million for in-place leases and $(0.1) million for below-market leases. This retail building is included in our Operating Assets segment. In July 2014, we acquired 100% of the fee simple interest in the land underlying our 110 N. Wacker office building located in downtown Chicago, Illinois for $12.3 million. On September 30, 2013, we sold the Rio West Mall, a 521,194 square foot shopping center on 50 acres of land, located in Gallup, New Mexico for $12.0 million. The sale includes our ground lease interest, all buildings, structures and improvements, machinery, equipment and furnishings, and all leases and security deposits. The pre‑tax gain recognized on the sale was $0.6 million.

REAL ESTATE AND OTHER AFFILIATES

12 Months Ended

Dec. 31, 2015

REAL ESTATE AND OTHER AFFILIATES

NOTE 5 REAL ESTATE AND OTHER AFFILIATES

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


	Economic/Legal Ownership				Carrying Value				Share of Earnings/Dividends
	December 31,		December 31,		December 31,		December 31,		Year Ended December 31,
($ in Thousands)	2015		2014		2015		2014		2015		2014		2013
Equity Method Investments
Master Planned Communities:
Discovery	—	(a)	—	(a)	$	12,052	$	—	$	—	$	—	$	N/A
Operating Assets:
Millennium Woodlands Phase II, LLC (b) (c)	81.43	%	81.43	%		—		1,023		(1,165)		(1,012)		—
Stewart Title	50.00	%	50.00	%		3,715		3,869		996		1,301		1,223
Clark County Las Vegas Stadium, LLC (c) (d)	50.00	%	50.00	%		11,050		10,548		152		(88)		(13)
The Metropolitan Downtown Columbia (e)	50.00	%	50.00	%		4,872		4,800		(13)		—		—
Woodlands Sarofim	20.00	%	20.00	%		2,588		2,595		166		175		180
Strategic Developments:
Circle T Ranch and Power Center	50.00	%	50.00	%		9,128		9,004		—		—		—
HHMK Development (c)	50.00	%	50.00	%		10		10		549		2,120		732
Millennium Woodlands Phase II, LLC (b) (c)	81.43	%	81.43	%		—		—		—		(279)		(74)
KR Holdings (c)	50.00	%	50.00	%		689		9,183		1,289		19,470		9,877
Parcel C (c)	50.00	%	50.00	%		7,070		8,737		—		—		—
Constellation (f)	50.00	%	50.00	%		2,685		—		—		—		N/A
						53,859		49,769		1,974		21,687		11,925
Cost method investments						3,952		3,917		1,747		1,649		2,503
Investment in Real Estate and Other Affiliates					$	57,811	$	53,686	$	3,721	$	23,336	$	14,428

N/A – Not applicable or not owned in the respective period.

(a)

See discussion below for a description of the joint venture ownership structure.

(b)

Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter 2014. The investment balance is in a deficit position, which is reported in Other liabilities. We expect to recover the deficit when the property reaches stabilized occupancy.

(c)

Equity method variable interest entity (“VIE”).

(d)

Formerly known as the Summerlin Las Vegas Baseball Club, LLC.

(e)

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

(f)

Formerly known as Summerlin Apartments, LLC.

We are not the primary beneficiary of any of the VIEs listed above because we do not have the power to direct activities that most significantly impact the economic performance of such joint ventures and therefore we report our interests on the equity method. Our maximum exposure to loss as a result of these investments is limited to the aggregate carrying value of the investment as we have not provided any guarantees or otherwise made firm commitments to fund amounts on behalf of these VIEs. The aggregate carrying value of the unconsolidated VIEs was $21.5 million and $29.5 million as of December 31, 2015 and 2014, respectively, and was classified as Investment in Real Estate and Other Affiliates, in the Consolidated Balance Sheets. As of December 31, 2015 and 2014, approximately $109.6 million and $89.4 million, respectively, of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our share was approximately $64.8 million and $54.6 million as of December 31, 2015 and 2014, respectively, based upon our economic ownership. All of this indebtedness is without recourse to us.

The Company is the primary beneficiary of one VIE which is consolidated in the financial statements. The creditors of the consolidated VIE do not have recourse to the Company. As of December 31, 2015, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $21.5 million and $1.1 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 significant investments in Real Estate Affiliates and the related accounting considerations are described below.

The Summit (formerly known as Discovery)

During the first quarter 2015, we formed DLV/HHPI Summerlin, LLC (“The Summit”) in a joint venture with Discovery Land Company (“Discovery”), and we contributed land with a book basis of $13.4 million and transferred Special Improvement District (“SID”) bonds related to such land with a carrying value of $1.3 million to the joint venture at the agreed upon capital contribution value of $125.4 million, or $226,000 per acre. Discovery is required to fund up to a maximum of $30.0 million cash as their capital contribution and we have no further capital obligations. The gains on the contributed land will be recognized in Equity in earnings from Real Estate and Other Affiliates as the joint venture sells lots.

After receipt of our capital contribution and a 5.0% preferred return, Discovery is entitled to a 5.0% return on its capital contribution plus cash distributions by the joint venture until it has received two times its equity contribution. Any further cash distributions are shared 50/50. Discovery is the manager on the project, and development began in the second quarter 2015 with the first lot closings expected to begin by the first quarter 2016. Given the nature of the venture’s capital structure and the provisions for the liquidation of assets, our share of the venture’s income producing activities will be recognized based on the HLBV method. Please refer to Note 1 – Summary of Significant Accounting Policies for a description of the HLBV method.

ONE Ala Moana Condominium Project

KR Holdings is a 50/50 joint venture that was formed to develop a 206-unit luxury condominium tower at the ONE Ala Moana Center in Honolulu, Hawaii. As of December 31, 2015, all of the units available for sale have been sold and closed.

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.

Constellation (formerly known as Summerlin Apartments)

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. 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. In the fourth quarter 2015, we contributed an additional $1.0 million to the joint venture to fund development costs. 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. The venture commenced construction in February 2015 and will complete the project in phases, with the first units expected to become available for rent by second quarter 2016.

The Metropolitan Downtown Columbia

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 $63.1 million is outstanding as of December 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 $20.3 million, or $53,500 per unit, 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. The venture substantially completed construction of The Metropolitan Downtown Columbia during the first quarter of 2015, and the property was reclassified into our Operating Assets segment.

IMPAIRMENT	12 Months Ended
IMPAIRMENT	Dec. 31, 2015
IMPAIRMENT
IMPAIRMENT	NOTE 6 IMPAIRMENT There were no impairment charges for the years ended December 31, 2015, 2014 and 2013. We frequently evaluate our strategic alternatives with respect to each of our properties and may revise our strategy from time to time, including our intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, we may decide to sell property that is held for use, and the sale price may be less than the carrying amount. As a result, changes in strategy could result in impairment charges in future periods.

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2015

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 7 FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820, Fair Value Measurement, emphasizes that fair value is a market-based measurement that should be determined on the assumptions market participants would use in pricing an asset or liability. The standard establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring assets or liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the asset or liability. Assets or liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree or judgment used in measuring fair value.

The following table presents the fair value measurement hierarchy levels required under ASC 820 for each of our assets and liabilities that are measured at fair value on a recurring basis:


	December 31, 2015								December 31, 2014
	Fair Value Measurements Using								Fair Value Measurements Using
(In thousands)	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)
Assets:
Cash equivalents	$	18	$	18	$	—	$	—	$	75,027	$	75,027	$	—	$	—
Liabilities:
Warrants		307,760		—		—		307,760		366,080		—		—		366,080
Interest rate swaps		4,217		—		4,217		—		3,144		—		3,144		—

Cash equivalents consist of 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 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 valuation of warrants is based on an option pricing valuation model, utilizing inputs which are classified as Level 3 due to the unavailability of comparable market data. The following table presents a rollforward of the valuation of our Sponsor and Management Warrants:


		December 31,
(In thousands)	2015		2014		2013
Beginning of year	$	366,080	$	305,560	$	123,573
Warrant liability (gain) loss (a)		(58,320)		60,520		181,987
End of year	$	307,760	$	366,080	$	305,560

(a)

All (gains) and losses during 2015, 2014, and 2013, were unrealized. Changes in the fair value of the Sponsor Warrants and the Management Warrants are recognized in net income as a warrant liability gain or loss.

The inputs to the valuation model include the fair value of stock related to the warrants, exercise price and term of the warrants, expected volatility, risk-free interest rate and dividend yield and, with respect to the Management Warrants, a discount for lack of marketability. 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 significant unobservable inputs used in the fair value measurement of our warrants, are as follows:


	Unobservable Inputs
	Expected Volatility (a)	Marketability Discount (b)
December 31, 2015	27.4%	10.0% - 12.0%
December 31, 2014	24.5%	18.0% - 20.0%

(a)

Based on our implied equity volatility.

(b)

Represents the discount rate for lack of marketability of the Management Warrants which decreases as the current date approaches the dates of contractual expiration of the marketability restrictions.

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


		December 31, 2015				December 31, 2014
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and cash equivalents	Level 1	$	445,283	$	445,283	$	485,424	$	485,424
Notes receivable, net (a)	Level 3		1,664		1,664		28,630		28,630

Liabilities:
Fixed-rate debt	Level 2	$	1,141,381	$	1,137,166	$	1,030,554	$	1,050,333
Variable-rate debt	Level 2		1,314,973		1,314,973		962,916		962,916

(a)

Notes receivable is shown net of an allowance of $0.2 million and $0.5 million at December 31, 2015 and 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 8 – Mortgages, Notes and Loans Payable), was estimated based on a discounted future cash payment model, which includes risk premiums and a risk free rate derived from the current London Interbank Offered Rate (“LIBOR”) or U.S. Treasury obligation interest rates. The discount rates reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The fair value of our Senior Notes, included in fixed rate debt in the table above, was estimated based upon its most recent trade price.

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

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

MORTGAGES, NOTES AND LOANS PAYABLE

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

+ References + Details

MORTGAGES, NOTES AND LOANS PAYABLE

12 Months Ended

Dec. 31, 2015

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 8 MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:


	December 31,
(In thousands)	2015		2014
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,087,642	$	1,008,165
Special Improvement District bonds		53,739		22,389
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,314,973		962,916
Deferred Financing Costs, net of accumulated amortization of $12.7 million and $6.9 million, respectively		(12,392)		(14,663)
Total mortgages, notes and loans payable	$	2,443,962	$	1,978,807

(a)

As more fully described below, $209.5 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt.

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


					Maximum		Carrying Value
		Interest			Facility		December 31,		December 31,
($ In thousands)	Maturity (a)	Rate			Amount		2015		2014
Master Planned Communities
Bridgeland Land Loan	November 2022	4.60	%	(b)	$	65,000	$	40,072	$	15,874
Bridgeland Development Loan	N/A	5.00	%					—		10
Summerlin South SID Bonds - S108	December 2016	5.95	%					—		563
Summerlin South SID Bonds - S124	December 2019	5.95	%					159		236
Summerlin South SID Bonds - S128	December 2020	6.05	%					534		623
Summerlin South SID Bonds - S128C	December 2030	6.05	%					4,856		5,274
Summerlin South SID Bonds - S132	December 2020	6.00	%					1,676		2,936
Summerlin South SID Bonds - S151	June 2025	6.00	%					4,534		6,211
Summerlin South SID Bonds - S159	June 2035	6.00	%					9,020		—
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%					1,047		2,805
Summerlin West SID Bonds - S812	October 2035	6.00	%					28,328		—
The Woodlands Master Credit Facility	August 2018	3.11	%	(b)		200,000		192,663		176,663
Master Planned Communities Total								282,889		211,195

Operating Assets
10-60 Columbia Corporate Centers	May 2022	2.76	%	(b)(d)				80,000		—
70 Columbia Corporate Center	July 2019	2.61	%	(b)				20,000		20,000
Columbia Regional Building	March 2018	2.36	%	(b)		23,008		22,188		20,513
Downtown Summerlin	July 2019	2.61	%	(b)		311,800		289,804		229,153
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%					235		310
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					3,350		3,431
One Hughes Landing	December 2029	4.30	%					52,000		52,000
Two Hughes Landing	December 2030	4.20	%					48,000		19,992
1725-35 Hughes Landing Boulevard	June 2019	2.01	%	(b)		143,000		89,677		47,513
Hughes Landing Hotel	October 2020	2.86	%	(b)		37,100		20,064		—
Hughes Landing Retail	December 2018	2.31	%	(b)		36,575		28,726		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	October 2019	5.21	%	(e)				26,481		29,000
9303 New Trails	December 2023	4.88	%					12,734		13,074
One Lake's Edge	November 2018	2.86	%	(b)		73,525		67,517		40,787
Outlet Collection at Riverwalk	October 2018	3.11	%	(b)		64,400		56,100		47,118
3831 Technology Forest Drive	March 2026	4.50	%					22,759		—
The Woodlands Resort & Conference Center	December 2020	3.11	%	(b)				85,000		76,027
Ward Village	September 2016	3.42	%	(b)(c)		250,000		238,716		238,716
20/25 Waterway Avenue	May 2022	4.79	%					14,112		14,330
3 Waterway Square	August 2028	3.94	%					52,000		52,000
4 Waterway Square	December 2023	4.88	%					37,293		38,289
Capital lease obligations	various	3.60	%					52		135
Operating Assets Total								1,326,992		1,019,996

Strategic Developments
HHC 242 Self Storage Facility	October 2021	2.96	%	(b)		6,658		—		—
Lakeland Village Center	May 2020	2.71	%	(b)		14,000		—		—
Three Hughes Landing	December 2019	2.71	%	(b)		65,455		23,268		—
Waiea and Anaha Condominiums	November 2019	7.11	%	(b)		600,000		27,817		—
Waterway Square Hotel	August 2019	3.01	%	(b)		69,300		33,361		—
Strategic Developments Total								84,446		—

Other Corporate Financing Arrangements	June 2018	3.00	%					18,794		19,968
Senior Notes	October 2021	6.88	%					750,000		750,000
Unamortized underwriting fees								(6,767)		(7,689)

Deferred Financing Costs, net of accumulated amortization of $12.7 million and $6.9 million, respectively							(12,392)			(14,663)

Total mortgages, notes, and loans payable							$	2,443,962	$	1,978,807

(a)

Maturity date includes any extension periods that can be exercised at our option and are subject to customary extension terms such as minimum debt service coverage, minimum occupancy levels and other performance criteria.

(b)

The interest rate presented is based on the one month LIBOR rate which was 0.36% at December 31, 2015.

(c)

$143.0 million of the outstanding principal balance is swapped to a 3.81% fixed rate to maturity. As of December 31, 2015, there is no undrawn availability on this facility.

(d)

$40.0 million of the outstanding principal balance is swapped to a 3.41% fixed rate to maturity.

(e)

The $26.5 million outstanding principal balance is swapped to a 5.21% fixed rate to maturity.

The weighted average interest rate on our mortgages, notes and loans payable, excluding interest rate hedges, was 4.44% and 4.61% as of December 31, 2015 and 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 with an initial maximum recourse of 35.0% assuming the loan is fully drawn, which will reduce to 15.0% upon completion of the project and achievement of a 1.15:1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25:1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot;

(iii)

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

(iv)

$20.4 million of Other Corporate Financing Arrangements; and

(v)

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

The Woodlands Master Credit Facility and The Woodlands Resort & Conference Center loans are recourse to the entities that directly own The Woodlands operations. Certain of our loans contain provisions which grant the lender a security interest in the operating cash flow of the property that represents the collateral for the loan. Such provisions are not expected to impact our operations in 2016. Certain mortgage notes may be prepaid, but may be subject to a prepayment penalty equal to a yield-maintenance premium, defeasance, or a percentage of the loan balance. As of December 31, 2015, land, buildings and equipment and developments with a cost basis of $2.3 billion have been pledged as collateral for our mortgages, notes and loans payable.

The following table summarizes the contractual obligations relating to our mortgages, notes and loans payable as of December 31, 2015 based on final maturity dates:


	Mortgages, notes
	and loans payable
(In thousands)	principal payments

2016	$	272,269
2017		38,464
2018		342,670
2019		504,135
2020		111,488
Thereafter		1,187,328
Total	$	2,456,354

As of December 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 was amended and restated on July 31, 2015 to a $200.0 million maximum facility amount consisting of a $100.0 million term loan and a $100.0 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 $175.0 million for the first extension and semi-annual principal payments of $25.0 million during the second extension period. 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. The amendment also modified certain covenants to allow for more construction loan guarantees by the entities that directly own The Woodlands than would otherwise have been permitted by the prior facility. As of December 31, 2015, there was $7.3 million remaining to be drawn based on the collateral value underlying the facility.

On November 9, 2015, we refinanced $15.2 million of existing debt related to both the Bridgeland Land Loan and the Bridgeland Development Loan. The refinanced loan bears interest at one-month LIBOR plus 3.15%, with a 4.60% floor rate, and has an initial maturity date of November 2020 with two, one-year extension options. The proceeds are intended to provide working capital at Bridgeland for development efforts to meet the demand of homebuilders for finished lots in the community.

The Summerlin Master Planned Community uses 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. In 2015, $54.0 million in new SIDs were issued to finance our Summerlin MPC projects and are being held in a third-party escrow account. Subsequent to issuance, $16.7 million in bond obligations were assumed by buyers relating to 2015 and 2014 land sales.

Operating Assets

On December 30, 2015, we refinanced our $95.0 million construction financing for The Woodlands Resort & Conference Center with an $85.0 million mortgage. The loan bears interest at LIBOR plus 2.75% and has an initial maturity date of December 30, 2018, with two, one-year extension options.

On November 24, 2015, we refinanced a $41.2 million construction financing and closed on a new $48.0 million loan for Two Hughes Landing. The loan bears fixed interest at 4.20% and matures in December 2030.

On May 6, 2015, we closed on an $80.0 million non-recourse mortgage financing for the 10-60 Columbia Corporate Center office 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 non-recourse mortgage financing for 3831 Technology Forest Drive. The loan bears fixed interest at 4.50% and matures on March 24, 2026.

On November 10, 2014, we closed on a refinanced $52.0 million loan for One Hughes Landing. The loan bears fixed interest at 4.30% and matures on December 1, 2029.

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

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

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

On June 30, 2014, we closed on a $143.0 million non-recourse construction financing for 1725 & 1735 Hughes Landing Boulevard bearing interest at one-month LIBOR plus 1.65%. The loan has an initial maturity date of June 30, 2018, with a one-year extension option.

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

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

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

On October 24, 2013, we closed on a $64.4 million partial recourse construction loan for the Outlet Collection at Riverwalk. The loan bears interest at one-month LIBOR plus 2.75%, with an initial maturity date of October 24, 2016 with two, one–year extension options. The initial recourse amount of 50.0% will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for 12 months. Due to the recent opening, we have not met these criteria.

On August 2, 2013, we refinanced the existing $43.3 million construction loan on 3 Waterway Square, an 11-story, 232,000 square foot office building in The Woodlands, with a non-recourse first mortgage financing totaling $52.0 million. The loan bears interest at 3.94% and matures on August 11, 2028.

On March 15, 2013, we closed on a non‑recourse financing totaling $23.0 million for the redevelopment of the Columbia Regional Building, a retail building located in Columbia, Maryland. The loan bears interest at one-month LIBOR plus 2.00%. The loan matures on March 15, 2016, and has two, one–year extension options.

Strategic Developments

On February 25, 2016, we closed on a $49.9 million non-recourse construction loan for One Merriweather, bearing interest at one-month LIBOR plus 2.15% with an initial maturity date of February 25, 2020, with a one-year extension option.

On January 27, 2016, we closed on a $6.4 million non-recourse construction loan for the HHC 2978 Self-Storage Facility, bearing interest at one-month LIBOR plus 2.60% with an initial maturity date of January 2020, with two one-year extension options.

On October 23, 2015, we closed on a $6.7 million non-recourse construction loan for the HHC 242 Self-Storage Facility, bearing interest at one-month LIBOR plus 2.60% with an initial maturity date of October 2019, with two one-year extension options.

On May 15, 2015, we closed on a $14.0 million non-recourse construction loan for Lakeland Village Center, bearing interest at one-month LIBOR plus 2.35% with an initial maturity date of May 2018, with two one-year extension options.

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 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.

Corporate

On October 2, 2013, we issued $750.0 million in aggregate principal amount of 6.875% Senior Notes due 2021 (the “Senior Notes”) and received approximately $741.3 million of net cash proceeds. Interest is payable semiannually, on April 1 and October 1 of each year starting in April 2014. At any time prior to October 1, 2016, we may redeem up to 35% of the Senior Notes at a price equal to 106.875% using the proceeds from equity offerings. We may redeem all or part of the Senior Notes at any time on or after October 1, 2016 with a declining call premium thereafter to maturity. The Senior Notes contain customary terms and covenants for non‑investment grade senior notes and have no maintenance covenants.

INCOME TAXES

12 Months Ended

Dec. 31, 2015

INCOME TAXES

INCOME TAXES

NOTE 9 INCOME TAXES

The provision for (benefit from) income taxes for the years ended December 31, 2015, 2014 and 2013 were as follows:


(In thousands)	2015		2014		2013

Current	$	2,849	$	(2,050)	$	1,218
Deferred		21,152		65,010		8,352
Total	$	24,001	$	62,960	$	9,570

Income tax expense is computed by applying the Federal corporate tax rate for the years ended December 31, 2015, 2014 and 2013 and is reconciled to the provision for income taxes as follows:


(In thousands)	2015		2014		2013
Tax at statutory rate on earnings from continuing operations before income taxes	$	52,751	$	13,800	$	(22,477)
Increase (decrease) in valuation allowance, net		1,742		5,602		(88,826)
State income taxes, net of Federal income tax benefit		267		1,320		1,562
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes		-		(512)		(2,648)
Tax (benefit) expense from change in rates and other permanent differences		(7,361)		(12,193)		4,339
Set up deferred tax liability related to captive REIT		-		(1,068)		53,973
Non-deductible warrant liability (gain) loss		(20,412)		21,182		63,695
Non-taxable interest income		-		18,373		(363)
Uncertain tax position (benefit) expense, excluding interest		(2,483)		2,395		(1,034)
Uncertain tax position interest, net of Federal income tax benefit		(503)		14,061		1,349
Income tax expense	$	24,001	$	62,960	$	9,570

Realization of a deferred tax benefit is dependent upon generating sufficient taxable income in future periods. Our net operating loss carry‑forwards are currently scheduled to expire in subsequent years through 2035. Some of the net operating loss carry‑forward amounts are subject to the separate return limitation year rules (“SRLY”). It is possible that we could, in the future, experience a change in control pursuant to Section 382 that could put limits on the benefit of deferred tax assets. On February 27, 2012, we entered into a Section 382 Rights Agreement, with a three-year term, to protect us from such an event and protect our deferred tax assets. On February 26, 2015, the Board of Directors extended the term of the Section 382 Rights Agreement to March 14, 2018 and our stockholders approved the terms on May 21, 2015.

As of December 31, 2015, the amounts and expiration dates of operating loss and tax credit carryforwards for tax purposes are as follows:


			Expiration
(In thousands)	Amount		Date

Net operating loss carryforwards - Federal	$	52,571	2024-2035
Net operating loss carryforwards - State		175,346	2016-2035
Tax credit carryforwards - Federal AMT		3,667	n/a

As of December 31, 2015 and 2014, we had gross deferred tax assets totaling $327.4 million and $335.7 million, and gross deferred tax liabilities of $396.6 million and $379.7 million, respectively. We have established a valuation allowance in the amount of $20.0 million and $18.2 million as of December 31, 2015 and 2014, respectively, against certain deferred tax assets for which it is more likely than not that such deferred tax assets will not be realized.

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

The tax effects of temporary differences and carry‑forwards included in the net deferred tax liabilities at December 31, 2015 and 2014 are summarized as follows:


(In thousands)	2015		2014
Deferred tax assets:
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities	$	213,090	$	201,303
Interest deduction carryforwards		79,781		80,520
Operating loss and tax credit carryforwards		34,499		53,851
Total deferred tax assets		327,370		335,674
Valuation allowance		(19,960)		(18,218)
Total net deferred tax assets	$	307,410	$	317,456
Deferred tax liabilities:
Property associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs	$	(218,842)	$	(212,093)
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities		(42,860)		(47,355)
Deferred income		(134,929)		(120,213)
Total deferred tax liabilities		(396,631)		(379,661)
Net deferred tax liabilities	$	(89,221)	$	(62,205)

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

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

Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different than what was reported on the returns. In our opinion, we have made adequate tax provisions for years subject to examination. Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2009 through 2014.

Two of our subsidiaries were involved in a dispute with the IRS relating to years in which those subsidiaries were owned by 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 their ruling in favor of the IRS on June 2, 2014. 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 sought to overturn the decision and allow the Company to continue to use its method of tax accounting for the sale of assets in the Company’s Master Planned Communities Segment. On October 27, 2015 the Court of Appeals upheld the Tax Court ruling, consequently we are required to change our method of tax accounting for certain transactions, which shall affect the timing of our future tax payments.

In December 2014, we entered into a tax indemnity and mutual release agreement with GGP (the “Settlement Agreement”) pursuant to which, in consideration of the full satisfaction of GGP’s obligation for reimbursement of taxes related to certain assets in our Master Planned Communities segment prior to March 31, 2010, and interest, GGP (i) made a cash payment to us in the amount of $138.0 million and (ii) conveyed to us fee simple interest in six office properties and related parking garages located in Columbia, Maryland, known as 10-60 Columbia Corporate Center, for an agreed upon total value of $130.0 million. Under the Settlement Agreement, the Company controlled the Tax Matter, including the right to decide whether to further appeal the decision.

As a result of the settlement, we recorded a net $74.0 million non-cash charge representing the difference between the $268.0 million value of the consideration received from GGP and the receivable recorded on our books. When we were spun-off from GGP in 2010, we recognized a receivable from GGP equal to the amount of the indemnity cap. However, the Tax Matters Agreement stipulated that a certain tax asset on our books related to deferred interest deductions be used to reduce GGP’s indemnity obligation to us, when utilized in our tax returns. As a result, we had reduced the indemnity receivable as we utilized the tax asset. Going forward, we now will receive 100% of the benefit of the tax asset, which totaled $81.5 million and $85.1 million before netting against an unrecognized tax benefit per ASU 2013-11 (described below), at December 31, 2015 and 2014, respectively.

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

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

We recognize and report interest and penalties, if applicable, within our provision for income tax expense. We recognized potential interest expense related to the unrecognized tax benefits of $0.1 million, $21.6 million and $2.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. At December 31, 2015, we had total unrecognized tax benefits of $36.5 million, excluding interest of $0.3 million, of which none would impact our effective tax rate. At December 31, 2014 and 2013, we had total unrecognized tax benefits of $184.2 million and $90.5 million, respectively, excluding interest, of which none would impact our effective tax rate. A reconciliation of the change in our unrecognized tax benefits for the years ended December 31, 2015, 2014 and 2013 is as follows:


(In thousands)	2015		2014		2013

Unrecognized tax benefits, opening balance	$	184,200	$	90,532	$	95,917
Gross increases - tax positions in prior period		-		93,668		9,162
Gross decreases - tax positions in prior periods		(147,676)		-		(14,547)
Unrecognized tax benefits, ending balance	$	36,524	$	184,200	$	90,532

Periodically we make payments to taxing jurisdictions which reduce our uncertain tax benefits but are not included in the reconciliation above, as the position is not yet settled. The amount of such payments that reduced our uncertain tax benefit was zero at December 31, 2015, $144.1 million at December 31, 2014 and zero at December 31, 2013. During 2015, the Tax Court ruling regarding MPC Taxes was upheld by the appellate court and we do not intend to further challenge the position, resulting in a $144.1 million reduction to our unrecognized tax benefit in the reconciliation above.

Based on our assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will materially change from those recorded at December 31, 2015. As of December 31, 2015, there is approximately $36.5 million of unrecognized tax benefits, excluding accrued interest, which due to the reasons above, could significantly increase or decrease during the next twelve months.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2015

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 10 COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity.

We had outstanding letters of credit and surety bonds totaling $86.1 million and $53.7 million as of December 31, 2015 and 2014, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We lease land or buildings at certain properties from third parties. Rental payments are expensed as incurred and have, to the extent applicable, been straight‑lined over the term of the lease. Contractual rental expense, including participation rent, was $9.1 million, $7.3 million and $6.3 million for 2015, 2014 and 2013, respectively. The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount was not significant.

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


											Subsequent
(In thousands)	2016		2017		2018		2019		2020		/ Other		Total


Ground lease and other leasing commitments	$	8,766	$	9,391	$	8,718	$	7,741	$	7,744	$	304,660	$	347,020

South Street Seaport

On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport. The restated lease terms provide for annual fixed rent of $1.2 million starting July 1, 2013 with an expiration of December 30, 2072, including our options to extend. The rent escalates at 3.0% compounded annually. On July 1, 2048 the base rent will be adjusted to the higher of the fair market value or the then base rent. In addition to the annual base rent of $1.2 million, we are required to make annual payments of $210,000 as additional rent through the term of the lease. The additional rent escalates annually at 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 2012, the historic area 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 December 31, 2015 related to our claim and recognized Other income of $0.3 million and $24.6 for the years ended December 31, 2015 and 2014 for the amounts received during that period. While we continue to litigate our claim for additional insurance proceeds, there can be no assurance that we will recover any additional amounts.

OTHER ASSETS AND LIABILITIES

12 Months Ended

Dec. 31, 2015

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

NOTE 11 OTHER ASSETS AND LIABILITIES

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


	December 31,		December 31,
(In thousands)	2015		2014
Condominium receivables (a)	$	191,037	$	—
Condominium deposits		55,749		151,592
Special Improvement District receivable		72,558		33,318
In-place leases		22,139		32,715
Below-market ground leases		19,325		19,663
Above-market tenant leases		3,581		4,656
Equipment, net of accumulated depreciation of $3.9 million and $2.4 million, respectively		18,772		20,284
Security and escrow deposits		17,599		9,829
Tenant incentives and other receivables		10,480		14,264
Prepaid expenses		8,474		9,196
Federal income tax receivable		11,972		8,629
Intangibles		4,045		3,593
Uncertain tax position asset		112		383
Other		5,347		2,014
	$	441,190	$	310,136

(a)

Of the total Condominium receivables, $168.3 million are expected to be collected in 2016 and $22.7 million are expected to be collected in 2017.

The $131.1 million increase as of December 31, 2015 compared to 2014 primarily relates to a $191.0 million increase in condominium receivables, representing revenue recognized in excess of buyer deposits received for our Waiea and Anaha projects, partially offset by a net $95.8 million decrease in condominium deposits at Ward Village due to utilization of deposits for construction costs. Special improvement district receivables increased by $39.2 million primarily due to closing on new SID bonds in the fourth quarter 2015, the proceeds of which are held in escrow by a third party and will be used to reimburse us for a portion of the development costs incurred in our Summerlin MPC. Security and escrow deposits increased $7.8 million primarily due to escrowed funds relating to an investment in a hotel property. The $10.6 million decrease related to in-place leases is attributable to the amortization of intangibles primarily related to leases associated with the 10-60 Columbia Corporate Center assets acquired in December 2014.

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


	December 31,		December 31,
(In thousands)	2015		2014
Construction payables	$	185,731	$	170,935
Deferred income		113,122		65,675
Condominium deposits		50,192		82,150
Accounts payable and accrued expenses		33,928		34,154
Accrued payroll and other employee liabilities		31,271		25,838
Tenant and other deposits		31,193		12,756
Accrued interest		16,504		14,791
Accrued real estate taxes		15,134		9,903
Interest rate swaps liability		4,217		3,144
Above-market ground leases		2,113		2,272
Membership deposits		—		21,023
Other		31,949		23,376
	$	515,354	$	466,017

Accounts payable and accrued expenses increased by $49.3 million. The increase reflects increases of $47.4 million of deferred income related to deferred rental income on our ExxonMobil lease in The Woodlands and two commercial land sales in our Bridgeland MPC, $18.4 million in tenant and other deposits primarily due to the rent credits at 1725-35 Hughes Landing Boulevard, and $14.8 million in construction payables primarily due to continued development activities at Ward Village, 1725-35 Hughes Landing Boulevard, South Street Seaport, Waterway Hotel, Hughes Landing Hotel and Three Hughes Landing. These increases are partially offset by a decrease of $32.0 million in the condominium deposit liability for the two towers at Ward Village due to the revenue recognized during the period, and a $21.0 million decrease in membership deposit liability resulting from the sale of The Club at Carlton Woods.

INTANGIBLES

12 Months Ended

Dec. 31, 2015

INTANGIBLES

INTANGIBLES

NOTE 12 INTANGIBLES

The following table summarizes our intangible assets and liabilities:


	Gross		Accumulated		Net
	Asset		(Amortization)		Carrying
(In thousands)	(Liability)		/ Accretion		Amount

As of December 31, 2015
Tenant leases:
In-place value	$	39,129	$	(16,990)	$	22,139
Above-market		5,333		(1,752)		3,581
Below-market		(6,163)		1,350		(4,813)
Ground leases:
Above-market		(3,545)		1,432		(2,113)
Below-market		23,096		(3,771)		19,325

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

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

Amortization/accretion of these intangible assets and liabilities decreased our pre-tax income (excluding the impact of noncontrolling interest and the provision for income taxes) by $10.3 million in 2015, $1.8 million in 2014 and $3.1 million in 2013.

Future amortization/accretion is estimated to decrease pre-tax income (excluding the impact of noncontrolling interest and the provision for income taxes) by $8.4 million in 2016, $8.0 million in 2017, $5.0 million in 2018, $0.8 million in 2019, $0.4 million in 2020, and $15.5 million thereafter.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

12 Months Ended

Dec. 31, 2015

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 13 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the years ended December 31, 2015, 2014 and 2013, the ineffective portion recorded in earnings was insignificant.

As of December 31, 2015 and 2014, we had gross notional amounts of $209.5 million and $172.0 million respectively for three interest rate swaps and a $100.0 million interest rate cap. All derivative contracts held are designated as cash flow hedges of interest rate risk. The fair value of the interest rate cap derivative was insignificant.

In December 2015, we entered into three forward-starting, three-month LIBOR-indexed, pay-fixed, receive-variable, interest rate swap agreements with notional amounts totaling $250 million which will require fixed-rate interest payments ranging from 2.623% to 2.675% for ten years after the contracts are effective in December 2017. These contracts will be settled for cash on their effective dates based on their fair market values at that time. These transactions are designated as cash flow hedges of the variability of the anticipated underlying benchmark interest rate on an anticipated future long term financing of our Downtown Summerlin property.

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

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable‑rate debt. Over the next 12 months, we estimate that an additional $1.7 million will be reclassified to interest expense.

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


	As of December 31,
(In thousands)	2015		2014
Interest Rate Swaps Liability	$	4,217	$	3,144

The tables below present the effect of our derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31, 2015 and 2014:


	Year Ended December 31,					Year Ended December 31,
	2015		2014		Location of Loss	2015		2014
(In thousands) 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

Interest Rate Swaps	$	(1,705)	$	(1,192)	Interest Expense	$	(1,745)	$	(2,195)

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.

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41620-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624163-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579240-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4D
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624177-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80784-113994

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41641-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5579245-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4H
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624258-113959

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80748-113994

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5708775-113959

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5708773-113959

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4A
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5580258-113959

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4E
-URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624181-113959

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41638-113959

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

12 Months Ended

Dec. 31, 2015

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 14 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes changes in Accumulated Other Comprehensive Income (Loss) by component (a):



Balance as of January 1, 2014	$	(8,222)
Other comprehensive income (loss) before reclassifications		(1,685)
Loss reclassified from accumulated other comprehensive loss to net income (loss)		2,195
Net current-period other comprehensive income (loss)		510
Balance as of December 31, 2014		(7,712)
Other comprehensive income (loss) before reclassifications		(1,922)
Loss reclassified from accumulated other comprehensive loss to net income (loss)		1,745
Net current-period other comprehensive income (loss)		(177)
Balance as of December 31, 2015	$	(7,889)

(a)

All amounts are net of tax.

The following table summarizes the amounts reclassified out of AOCI:


		Amounts reclassified from Accumulated Other
		Comprehensive Income (Loss)
		For the Year Ended		For the Year Ended
Accumulated Other Comprehensive Income (Loss) Components	Affected line item in the Statement of Operations	December 31, 2015		December 31, 2014
Gains and losses on cash flow hedges
Interest rate swap contracts	Interest expense	$	2,797	$	2,502
	Provision for income taxes		(1,052)		(307)
Total reclassifications for the period	Net of tax	$	1,745	$	2,195

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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e689-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=36458714&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e640-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e716-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e709-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e637-108580

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=36458714&loc=d3e681-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

RENTALS UNDER OPERATING LEASES

STOCK-BASED PLANS

12 Months Ended

Dec. 31, 2015

STOCK-BASED PLANS

STOCK-BASED PLANS

NOTE 15 STOCK BASED PLANS

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

Compensation costs for share‑based payment arrangements totaled $9.8 million, $8.2 million and $5.7 million, of which $2.5 million, $0 and $0 were capitalized for the years ending December 31, 2015, 2014, and 2013, respectively. As of December 31, 2015, there were a maximum of 2,318,033 shares available for future grant under our various stock plans.

Stock Options

The following tables summarize stock option activity:


				Weighted Average		Aggregate
		Weighted Average		Remaining		Intrinsic
	Shares	Exercise Price		Contractual Term		Value
				(In years)
Stock options outstanding at January 1, 2013	861,940	$	59.17
Granted	132,100		99.38
Exercised	-		-
Forfeited	(28,600)		62.40
Expired	-		-
Stock options outstanding at December 31, 2013	965,440	$	64.57

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

Granted	117,000		134.24
Exercised	-		-
Forfeited	(77,450)		103.84
Expired	-		-
Stock options outstanding at December 31, 2015	1,086,040	$	77.11	6.3	$	43,927,338

Stock options exercisable at December 31, 2015	3,400	$	60.03	4.2	$	180,646

Remaining unvested options outstanding and expected to vest	1,071,365	$	76.68	4.2	$	43,679,612

Information related to stock options outstanding as of December 31, 2015 is summarized below:


				Weighted Average
				Remaining
	Number	Weighted Average		Contractual Term	Number
Range of Exercise Prices	Outstanding	Exercise Price		(In years)	Exercisable

$46.49 - $55.82	48,500		$ 52.74	5.6	-
$57.77 - $60.33	569,400		57.94	5.2	3,400
$61.64 - $69.75	169,240		66.17	6.2	-
$81.80 - $110.50	107,400		98.35	7.4	-
$112.64 - $151.72	191,500		138.05	9.0	-
	1,086,040		$ 77.11	6.2	3,400

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


	As of December 31,
	2015			2014			2013
Grant date fair value	$	44.45		$	48.65		$	28.04
Expected life of options (in years)		7.5			7.5			7.3
Risk-free interest rate		2.0	%		2.2	%		1.8	%
Expected volatility		26.1	%		25.7	%		22.0	%
Expected annual dividend per share		-			-			-

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

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

The balance of unamortized stock option expense as of December 31, 2015 is $11.1 million, which is expected to be recognized over a weighted‑average period of 3.2 years. Net of amounts capitalized relating to our developments, $2.6 million, $4.3 million and $3.5 million for the years ended December 31, 2015, 2014 and 2013, respectively, of expense associated with stock options are included in General and administrative expense in the accompanying Consolidated Statements of Operations.

Restricted Stock

Restricted stock awards issued under the Equity Plan provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed as established by the Committee. In addition to the granting of restricted stock to certain members of management, we award restricted stock to our non‑employee directors as part of their annual retainer. The management awards vest over five years, and the restriction on the non‑employee director shares lapse on the date of our annual meeting of shareholders, or June 1st of the award year, whichever is earlier.

Generally, upon termination of employment or directorship, restricted stock units and restricted shares which have not vested are forfeited.

The following table summarizes restricted stock activity:


		Weighted Average
		Grant Date
	Shares	Fair Value

Restricted stock outstanding at January 1, 2013	57,933	$	65.72
Granted	77,434		79.77
Vested	(13,033)		60.15
Restricted stock outstanding at December 31, 2013	122,334	$	75.21

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

Granted	81,581	$	121.81
Vested	(7,546)		147.56
Forfeited	(4,169)		101.33
Restricted stock outstanding at December 31, 2015	242,556	$	100.15

The grant date fair value of the restricted stock is based on the closing sales price of our common stock on the grant date. For restricted stock awards that vest based on shareholder returns, the grant date fair values are calculated using a Monte-Carlo approach which simulates our stock price on the corresponding vesting dates before applying the Black Scholes model.

Net of amounts capitalized relating to our developments, we recognized compensation expense of $4.7 million, $3.9 million and $2.2 million for the years ended December 31, 2015, 2014 and 2013, respectively, included in General and Administrative expense related to restricted stock awards in the accompanying Consolidated Statements of Operations. The fair value of restricted stock that vested during 2015 was $1.1 million. The balance of unamortized restricted stock expense as of December 31, 2015 was $14.3 million, which is expected to be recognized over a weighted‑average period of 3.23 years.

RENTALS UNDER OPERATING LEASES

12 Months Ended

Dec. 31, 2015

RENTALS UNDER OPERATING LEASES

NOTE 16 RENTALS UNDER OPERATING LEASES

We receive rental income from the leasing of retail, office, multi-family and other space under operating leases. Such operating leases are with a variety of tenants. The minimum future rentals based on operating leases of our consolidated properties held as of December 31, 2015 are as follows:


	Total
	Minimum
Year	Rent (In thousands)

2016	$	146,983
2017		139,518
2018		131,145
2019		124,208
2020		104,295
Subsequent		477,247

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

Percentage rent in lieu of fixed minimum rent recognized from tenants for the years ended December 31, 2015, 2014 and 2013 was $3.5 million, $2.9 million and $2.2 million, respectively.

Overage rent of approximately $3.6 million, $2.4 million, and $2.6 million for 2015, 2014 and 2013, respectively, are included in Other rental and property revenues in our Consolidated Statements of Operations.

SEGMENTS

12 Months Ended

Dec. 31, 2015

SEGMENTS

SEGMENTS

NOTE 17 SEGMENTS

We have three business segments which offer different products and services. Our three segments are managed separately because each requires different operating strategies or management expertise and are reflective of management’s operating philosophies and methods. In addition, our segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur. We do not distinguish or group our combined operations on a geographic basis. Furthermore, all operations are within the United States. Our reportable segments are as follows:

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

Operating Assets – includes retail, office, hospitality and multi-family properties along with other real estate investments. The Club at Carlton Woods was also included in Operating Assets until its sale on September 4, 2015. These assets are currently generating revenues, and are comprised of commercial real estate properties recently developed or acquired by us, and properties where we believe there is an opportunity to redevelop, reposition, or sell to improve segment performance or to recycle capital.

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

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

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

Segment operating results are as follows:


	Year Ended December 31,
(In thousands)	2015		2014		2013

Master Planned Communities
Land sales	$	187,399	$	325,099	$	251,217
Builder price participation		26,846		20,908		9,356
Minimum rents		842		818		781
Other land revenues		14,778		16,470		13,416
Total revenues		229,865		363,295		274,770

Cost of sales – land		88,065		119,672		124,040
Land sales operations		34,443		31,932		30,826
Land sales real estate and business taxes		10,464		9,862		7,588
Provision for (recovery of) doubtful accounts		—		(11)		—
Depreciation and amortization		640		397		32
Interest income		(60)		(118)		(16)
Interest expense (*)		(18,053)		(19,620)		(18,678)
Total expenses		115,499		142,114		143,792
MPC EBT		114,366		221,181		130,978

Operating Assets
Minimum rents		149,064		95,807		80,124
Tenant recoveries		39,415		28,133		20,901
Hospitality revenues		45,374		37,921		39,201
Other rental and property revenues		25,453		24,429		20,360
Total revenues		259,306		186,290		160,586

Other property operating costs		68,078		62,752		61,146
Rental property real estate taxes		21,856		14,860		12,065
Rental property maintenance costs		10,236		8,592		7,552
Hospitality expenses		34,839		31,829		29,454
Provision for doubtful accounts		3,998		1,399		835
Demolition costs		2,675		6,712		2,078
Development-related marketing costs		9,747		9,770		3,462
Depreciation and amortization		89,075		49,272		31,427
Other income		(524)		—		—
Interest income		(37)		(151)		(135)
Interest expense		31,148		17,081		19,146
Equity in Earnings from Real Estate and Other Affiliates		(1,883)		(2,025)		(3,893)
Total expenses		269,208		200,091		163,137
Operating Assets EBT		(9,902)		(13,801)		(2,551)

Strategic Developments
Minimum rents		899		609		763
Tenant recoveries		127		220		167
Condominium rights and unit sales		305,284		83,565		32,969
Other land revenues		25		33		—
Other rental and property revenues		1,582		553		163
Total revenues		307,917		84,980		34,062

Condominium rights and unit cost of sales		191,606		49,995		16,572
Other property operating costs		4,673		4,282		5,547
Real estate taxes		2,282		2,547		2,226
Rental property maintenance costs		476		543		531
Provision for doubtful accounts		32		16		—
Demolition costs		622		22		—
Development-related marketing costs		15,719		13,013		1,449
Depreciation and amortization		3,240		1,706		189
Other expense/(income)		104		(2,373)		(3,609)
Interest income		(202)		—		—
Interest expense (*)		(6,633)		(11,918)		(4,318)
Equity in Earnings from Real Estate and Other Affiliates		(1,838)		(21,311)		(10,535)
Total expenses		210,081		36,522		8,052
Strategic Developments EBT		97,836		48,458		26,010
REP EBT	$	202,300	$	255,838	$	154,437

(*)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 income (loss) before taxes:


Reconciliation of REP EBT to GAAP	Year Ended December 31,
income (loss) before taxes	2015		2014		2013
(In thousands)
REP EBT	$	202,300	$	255,838	$	154,437
General and administrative		(81,345)		(73,569)		(48,466)
Corporate interest income/(expense), net		(52,995)		(30,819)		(10,575)
Warrant liability gain (loss)		58,320		(60,520)		(181,987)
Gain on sale of The Club at Carlton Woods		29,073		-		-
Increase (reduction) in tax indemnity receivable		-		90		(1,206)
Loss on settlement of tax indemnity receivable		-		(74,095)		-
Corporate other income, net		1,409		27,098		25,869
Corporate depreciation and amortization		(6,042)		(4,583)		(2,197)
Income (loss) before taxes	$	150,720	$	39,440	$	(64,125)

The following reconciles segment revenues to GAAP consolidated revenues:


Reconciliation of Segment Basis Revenues to	Year Ended December 31,
GAAP Revenues (In thousands)	2015		2014		2013

Master Planned Communities	$	229,865	$	363,295	$	274,770
Operating Assets		259,306		186,290		160,586
Strategic Developments		307,917		84,980		34,062
Total revenues	$	797,088	$	634,565	$	469,418

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


	December 31,
(In thousands)	2015		2014

Master Planned Communities	$	2,022,524	$	1,875,550
Operating Assets		2,365,724		1,926,192
Strategic Developments		1,138,695		876,246
Total segment assets		5,526,943		4,677,988
Corporate and other		194,639		427,280
Total assets	$	5,721,582	$	5,105,268

The increase in the Operating Assets segment asset balance as of December 31, 2015 of $439.5 million compared to 2014 is primarily due to placing Hughes Landing Hotel, One Lakes Edge, Creekside Village, The Metropolitan Downtown Columbia, One Summerlin and Hughes Landing Retail in service and additional development and leasing costs at Downtown Summerlin.

The $262.4 million increase in the Strategic Developments segment asset balance as of December 31, 2015 compared to December 31, 2014 is primarily due to the following:

Increases in asset balance

$603.1 million of development expenditures relating to the 80 South Street Assemblage, 1725 Hughes Landing Boulevard, 1735 Hughes Landing Boulevard, Waterway Square Hotel (Westin), Three Hughes Landing, Hughes Landing Hotel (Embassy Suites), the Merriweather District, and our Ward Village condominium projects;

$191.0 million in condominium receivables due to percent complete revenue recognition in excess of buyers deposits;

Receipt of $47.8 million in condominium buyer deposits at Ae`o and Gateway Towers; and

Proceeds of $24.5 million from our construction financings at Ward Village, Waterway Hotel (Westin) and Hughes Landing Hotel (Embassy Suites).

Reductions in asset balance

$278.8 million resulting from the transfer of 1725 Hughes Landing Boulevard, 1735 Hughes Landing Boulevard, Hughes Landing Hotel, Hughes Landing Retail, One Lakes Edge and Creekside Village to the Operating Assets segment;

Cost of sales of $120.1 million for Waiea and $70.6 million for Anaha; and

$144.1 million resulting from condominium buyer deposits used for the development of Waiea and Anaha.

Corporate and other assets as of December 31, 2015 consist primarily of cash and cash equivalents. The $232.6 million decrease at December 31, 2015 compared to December 31, 2014 is primarily due to cash used to fund further development and redevelopment efforts within our Operating Assets and MPC segments.

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.

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=51669610&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=51669610&loc=d3e8906-108599

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 31, 2015

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

NOTE 18 QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


	2015
		First		Second		Third		Fourth
(In thousands, except share amounts)		Quarter		Quarter		Quarter		Quarter
Total revenues		$	155,090	$	209,163	$	203,442	$	229,393
Operating income			16,457		25,572		36,544		40,191
Net income (loss)			(105,959)		50,585		156,212		25,881
Net income (loss) attributable to common stockholders			(105,959)		50,573		156,224		25,881
Earnings (loss) per share:
Basic			(2.68)		1.28		3.96		0.65
Diluted (a)			(2.68)		0.18		0.76		0.59
Weighted average shares outstanding:
Basic			39,465		39,468		39,473		39,473
Diluted			39,465		43,197		42,913		42,743


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

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

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2015

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2015


				Initial Cost (b)				Costs Capitalized Subsequent to Acquisition (c)				Gross Amounts at Which Carried at Close of Period (d)
						Buildings				Buildings				Buildings							Date
						and				and				and				Accumulated		Date of	Acquired /
Asset	Location	Encumbrances (a)		Land		Improvements		Land (e)		Improvements (e) (f)		Land		Improvements (f)		Total		Depreciation (g)		Construction	Completed
Ae`o	Honolulu, HI	$	-	$	-	$	16,294	$	-	$	-	$	-	$	16,294	$	16,294	$	-	2015	—
Alameda Plaza	Pocatello, ID		-		740		2,060		(740)		(1,793)		-		267		267		-	—	2002
Alden Bridge Self-Storage	The Woodlands, TX		-		-		1,679		-		-		-		1,679		1,679		-	2015	—
AllenTowne	Dallas, TX		-		25,575		-		(25,575)		25,475		-		25,475		25,475		-	—	2006
Anaha	Honolulu, HI		6,091		-		30,555		-		6,174		-		36,729		36,729		-	—	—
Bridgeland	Cypress, TX		40,077		257,222		-		177,998		1,268		435,220		1,268		436,488		709	—	2004
Bridges at Mint Hill	Charlotte, NC		-		-		-		-		21,470		-		21,470		21,470		-	—	2007
Century Plaza Mall	Birmingham, AL		-		3,164		28,514		(3,164)		(24,279)		-		4,235		4,235		-	—	1997
Circle T Ranch and Power Center	Dallas/Fort Worth, TX		-		-		-		-		(10)		-		(10)		(10)		-	—	2005
10 - 70 Columbia Corporate Center	Howard County, MD		100,000		24,685		94,824		-		7,733		24,685		102,557		127,242		4,665	—	2004
Columbia Office Properties	Howard County, MD		-		1,575		28,447		-		4,168		1,575		32,615		34,190		14,101	—	2004
Columbia Regional Building (e)	Howard County, MD		22,188		-		28,865		-		337		-		29,202		29,202		2,079	—	2014
Cottonwood Mall	Salt Lake City, UT		-		7,613		42,987		(7,613)		(21,626)		-		21,361		21,361		-	—	2002
Cottonwood Square	Salt Lake City, UT		-		1,558		4,339		-		923		1,558		5,262		6,820		1,844	—	2002
Creekside Village Green	The Woodlands, TX		-		-		-		1,323		15,732		1,323		15,732		17,055		279	—	—
Downtown Summerlin	Las Vegas, NV		293,389		-		-		30,855		364,100		30,855		364,100		394,955		12,715	—	2004
Hughes Landing Hotel (Embassy Suites)	The Woodlands, TX		20,064		-		6,752		1,818		33,012		1,818		39,764		41,582		109	—	—
Hughes Landing Retail	The Woodlands, TX		28,726		-		-		4,186		31,735		4,186		31,735		35,921		521	—	—
One Hughes Landing	The Woodlands, TX		52,000		-		-		1,678		35,029		1,678		35,029		36,707		3,212	—	2012
Two Hughes Landing	The Woodlands, TX		48,000		-		-		1,269		32,483		1,269		32,483		33,752		1,678	—	—
Three Hughes Landing	The Woodlands, TX		23,268		-		13,008		-		41,405		-		54,413		54,413		-	—	—
1725 Hughes Landing Boulevard	The Woodlands, TX		-		1,351		36,764		-		-		1,351		36,764		38,115		446	—	—
1735 Hughes Landing Boulevard	The Woodlands, TX		89,677		3,709		123,846		-		(3,044)		3,709		120,802		124,511		826	—	2015
IBM Building	Honolulu, HI		-		3,326		23,123		-		8,201		3,326		31,324		34,650		5,576	—	2014
Ke Kilohana	Honolulu, HI		-		-		5,114		-		5,152		-		10,266		10,266		-	2015	—
Kendall Town Center	Miami, FL		-		-		-		-		18,797		-		18,797		18,797		-	—	2004
Kewalo Basin Harbor	Honolulu, HI		-		-		1,735		-		-		-		1,735		1,735		-	2015	—
1701 Lake Robbins	The Woodlands, TX		4,600		1,663		3,725		-		8		1,663		3,733		5,396		133	—	2014
2201 Lake Woodlands Drive	The Woodlands, TX		-		3,755		-		-		-		3,755		-		3,755		-	—	2011
One Lake's Edge	The Woodlands, TX		67,517		-		-		1,057		80,765		1,057		80,765		81,822		1,455	—	—
Lakeland Village Center	Cypress, TX		-		-		11,135		-		-		-		11,135		11,135		-	2015	—
Lakemoor (Volo) Land	Volo, IL		-		320		-		(320)		321		-		321		321		-	—	1995
Landmark Mall	Alexandria, VA		-		28,396		67,235		(19,408)		(34,773)		8,988		32,462		41,450		12,743	—	2003
Maryland Communities	Howard County, MD		-		457,552		-		(435,462)		197		22,090		197		22,287		127	—	2004
Merriweather Post Pavilion	Columbia, MD		-		1,571		67,510		-		1,646		1,571		69,156		70,727		37	2015	—
Millennium Waterway Apartments	The Woodlands, TX		55,584		15,917		56,002		-		222		15,917		56,224		72,141		8,234	—	2012
9303 New Trails	The Woodlands, TX		12,734		1,929		11,915		-		2,042		1,929		13,957		15,886		2,048	—	2011
110 N. Wacker	Chicago, IL		26,481		-		29,035		12,249		5,498		12,249		34,533		46,782		14,242	—	1997
Outlet Collection at Elk Grove	Elk Grove, CA		-		-		-		-		12,865		-		12,865		12,865		4	—	2003
Outlet Collection at Riverwalk	New Orleans, LA		56,100		-		94,513		-		(3,623)		-		90,890		90,890		7,990	—	2004
Park West	Peoria, AZ		-		16,526		77,548		1,201		1,427		17,727		78,975		96,702		23,725	—	—
Seaport District Assemblage	New York, NY		-		-		243,610		-		3,691		-		247,301		247,301		-	—	2014/2015
85 South Street	New York, NY		-		15,913		8,137		-		42		15,913		8,179		24,092		760	—	2014
South Street Seaport	New York, NY		-		-		7,884		-		220,088		-		227,972		227,972		959	—	2004
Summerlin	Las Vegas, NV		50,154		990,179		-		(125,903)		1,019		864,276		1,019		865,295		533	—	2004
3831 Technology Forest	The Woodlands, TX		22,759		514		14,194		-		1,819		514		16,013		16,527		859	—	2014
The Club at Carlton Woods	The Woodlands, TX		-		13,796		457		(13,796)		(457)		-		-		-		-	—	—
The Metropolitan Downtown Columbia	Columbia, MD		-		-		-		-		-		-		-		-		-	—	—
The Woodlands	The Woodlands, TX		192,710		267,996		9,814		(43,726)		5,569		224,270		15,383		239,653		1,887	—	2011
The Woodlands Hills	Conroe, TX		-		99,284		-		1,820		-		101,104		-		101,104		-	—	2014
The Woodlands Parking Garages	The Woodlands, TX		-		5,857		-		1,529		11,269		7,386		11,269		18,655		508	—	2011
The Woodlands Resort & Conference Center	The Woodlands, TX		85,000		13,258		37,983		-		73,701		13,258		111,684		124,942		7,823	—	2011
Waiea	Honolulu, HI		21,726		-		20,812		-		20,510		-		41,322		41,322		-	—	—
Ward Gateway Towers	Honolulu, HI		-		-		28,450		-		-		-		28,450		28,450		-	2015	—
Ward Village	Honolulu, HI		238,716		164,007		89,321		(32,411)		170,218		131,596		259,539		391,135		68,360	—	2002
Waterway Garage Retail	The Woodlands, TX		-		1,342		4,255		(1)		1,348		1,341		5,603		6,944		759	—	2011
3 Waterway Square	The Woodlands, TX		52,000		748		-		-		42,329		748		42,329		43,077		5,310	—	2012
4 Waterway Square	The Woodlands, TX		37,293		1,430		51,553		-		6,985		1,430		58,538		59,968		9,110	—	2011
Waterway Square Hotel	The Woodlands, TX		33,361		-		22,473		-		55,936		-		78,409		78,409		-	—	—
20/25 Waterway Avenue	The Woodlands, TX		14,112		2,346		8,871		-		767		2,346		9,638		11,984		1,447	—	2011
West Windsor	Princeton, NJ		-		-		-		53		24,101		53		24,101		24,154		-	—	2004
1400 Woodloch Forest	The Woodlands, TX		-		-		-		1,570		14,079		1,570		14,079		15,649		7,098	—	1981
Corporate	Various		762,027		885		1,027		(885)		30,912		-		31,939		31,939		8,058	—	—
	Deferred financing costs		(12,392)		-		-		-		-		-		-		-		-
		$	2,443,962	$	2,435,702	$	1,456,365	$	(470,398)	$	1,352,963	$	1,965,304	$	2,809,328	$	4,774,632	$	232,969

(a)

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

(b)

Initial cost for projects undergoing development or redevelopment is cost at end of first complete calendar year subsequent to opening.

(c)

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

(d)

The aggregate cost of land, building and improvements for federal income tax purposes is approximately $4.0 billion.

(e)

Reductions in Land reflect transfers to Buildings and Improvements for projects which we are internally developing.

(f)

Includes all amounts related to Developments.

(g)

Depreciation is computed based upon the following estimated lives:


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


Reconciliation of Real Estate
(In thousands)	2015		2014		2013


Balance at beginning of year	$	4,116,556	$	3,024,833	$	2,746,596
Change in Land		95,095		296,147		90,124
Additions		834,346		973,833		352,141
Dispositions and write-offs and land and condominium costs of sales		(271,365)		(178,257)		(164,028)
Balance at end of year	$	4,774,632	$	4,116,556	$	3,024,833


Reconciliation of Accumulated Depreciation
(In thousands)	2015		2014		2013

Balance at beginning of year	$	157,182	$	111,728	$	112,491
Depreciation Expense		82,275		50,683		29,637
Dispositions and write-offs		(6,488)		(5,229)		(30,400)
Balance at end of year	$	232,969	$	157,182	$	111,728

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

Use of Estimates

Investment in Real Estate

Master Planned Community Assets, Land, Buildings and Equipment

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


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

Developments

Our Developments are made up of the following categories:


	December 31,
(In thousands)	2015		2014

Land & improvements	$	182,843	$	164,280
Development costs		728,984		667,228
Condominium projects		125,100		82,795
Total Developments	$	1,036,927	$	914,303

Real Estate and Other Affiliates

Investment in Real Estate and Other Affiliates

Acquisition of Properties

Acquisitions of Properties

Impairment

Cash and Cash Equivalents

Revenue Recognition and Related Matters

Land Sales Revenue

Rental Revenue

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

Condominium Rights and Unit Sales

Hospitality Revenue

Revenue from our hospitality properties is primarily related to room rentals and food and beverage sales and is recognized as services are performed.

Other Income

Accounts Receivable

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

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


(In thousands)	2015		2014		2013
Balance as of January 1	$	7,619	$	7,390	$	8,914
Provision for doubtful accounts		4,030		1,404		836
Write-offs		(7,243)		(1,175)		(2,360)
Balance as of December 31,	$	4,406	$	7,619	$	7,390

Municipal Utility District receivables

Municipal Utility District Receivables

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of estimated useful lives


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

Schedule of categories of developments


	December 31,
(In thousands)	2015		2014

Land & improvements	$	182,843	$	164,280
Development costs		728,984		667,228
Condominium projects		125,100		82,795
Total Developments	$	1,036,927	$	914,303

Summary of changes in allowance for doubtful accounts against accounts receivables


(In thousands)	2015		2014		2013
Balance as of January 1	$	7,619	$	7,390	$	8,914
Provision for doubtful accounts		4,030		1,404		836
Write-offs		(7,243)		(1,175)		(2,360)
Balance as of December 31,	$	4,406	$	7,619	$	7,390

Summary of information related to the entity's EPS calculations


	Year ended December 31,
(In thousands, except per share amounts)	2015		2014		2013
Basic EPS:
Numerator:
Net income (loss)	$	126,719	$	(23,520)	$	(73,695)
Net income attributable to noncontrolling interests		—		(11)		(95)
Net income (loss) attributable to common stockholders	$	126,719	$	(23,531)	$	(73,790)

Denominator:
Weighted average basic common shares outstanding		39,470		39,464		39,449

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	126,719	$	(23,531)	$	(73,790)
Less: Warrant liability gain		(58,320)		—		—
Adjusted net income (loss) attributable to common stockholders	$	68,399	$	(23,531)	$	(73,790)

Denominator:
Weighted average basic common shares outstanding		39,470		39,464		39,449
Restricted stock and stock options		411		—		—
Warrants		2,873		—		—
Weighted average diluted common shares outstanding		42,754		39,464		39,449


Basic income (loss) per share:	$	3.21	$	(0.60)	$	(1.87)


Diluted income (loss) per share:	$	1.60	$	(0.60)	$	(1.87)

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2015

EARNINGS PER SHARE

Summary of information related to the entity's EPS calculations


	Year ended December 31,
(In thousands, except per share amounts)	2015		2014		2013
Basic EPS:
Numerator:
Net income (loss)	$	126,719	$	(23,520)	$	(73,695)
Net income attributable to noncontrolling interests		—		(11)		(95)
Net income (loss) attributable to common stockholders	$	126,719	$	(23,531)	$	(73,790)

Denominator:
Weighted average basic common shares outstanding		39,470		39,464		39,449

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	126,719	$	(23,531)	$	(73,790)
Less: Warrant liability gain		(58,320)		—		—
Adjusted net income (loss) attributable to common stockholders	$	68,399	$	(23,531)	$	(73,790)

Denominator:
Weighted average basic common shares outstanding		39,470		39,464		39,449
Restricted stock and stock options		411		—		—
Warrants		2,873		—		—
Weighted average diluted common shares outstanding		42,754		39,464		39,449


Basic income (loss) per share:	$	3.21	$	(0.60)	$	(1.87)


Diluted income (loss) per share:	$	1.60	$	(0.60)	$	(1.87)

REAL ESTATE AND OTHER AFFILIATES (Tables)

12 Months Ended

Dec. 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
	December 31,		December 31,		December 31,		December 31,		Year Ended December 31,
($ in Thousands)	2015		2014		2015		2014		2015		2014		2013
Equity Method Investments
Master Planned Communities:
Discovery	—	(a)	—	(a)	$	12,052	$	—	$	—	$	—	$	N/A
Operating Assets:
Millennium Woodlands Phase II, LLC (b) (c)	81.43	%	81.43	%		—		1,023		(1,165)		(1,012)		—
Stewart Title	50.00	%	50.00	%		3,715		3,869		996		1,301		1,223
Clark County Las Vegas Stadium, LLC (c) (d)	50.00	%	50.00	%		11,050		10,548		152		(88)		(13)
The Metropolitan Downtown Columbia (e)	50.00	%	50.00	%		4,872		4,800		(13)		—		—
Woodlands Sarofim	20.00	%	20.00	%		2,588		2,595		166		175		180
Strategic Developments:
Circle T Ranch and Power Center	50.00	%	50.00	%		9,128		9,004		—		—		—
HHMK Development (c)	50.00	%	50.00	%		10		10		549		2,120		732
Millennium Woodlands Phase II, LLC (b) (c)	81.43	%	81.43	%		—		—		—		(279)		(74)
KR Holdings (c)	50.00	%	50.00	%		689		9,183		1,289		19,470		9,877
Parcel C (c)	50.00	%	50.00	%		7,070		8,737		—		—		—
Constellation (f)	50.00	%	50.00	%		2,685		—		—		—		N/A
						53,859		49,769		1,974		21,687		11,925
Cost method investments						3,952		3,917		1,747		1,649		2,503
Investment in Real Estate and Other Affiliates					$	57,811	$	53,686	$	3,721	$	23,336	$	14,428

N/A – Not applicable or not owned in the respective period.

(a)

See discussion below for a description of the joint venture ownership structure.

(b)

(c)

Equity method variable interest entity (“VIE”).

(d)

Formerly known as the Summerlin Las Vegas Baseball Club, LLC.

(e)

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

Formerly known as Summerlin Apartments, LLC

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2015

FAIR VALUE OF FINANCIAL INSTRUMENTS

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


	December 31, 2015								December 31, 2014
	Fair Value Measurements Using								Fair Value Measurements Using
(In thousands)	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)
Assets:
Cash equivalents	$	18	$	18	$	—	$	—	$	75,027	$	75,027	$	—	$	—
Liabilities:
Warrants		307,760		—		—		307,760		366,080		—		—		366,080
Interest rate swaps		4,217		—		4,217		—		3,144		—		3,144		—

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


		December 31,
(In thousands)	2015		2014		2013
Beginning of year	$	366,080	$	305,560	$	123,573
Warrant liability (gain) loss (a)		(58,320)		60,520		181,987
End of year	$	307,760	$	366,080	$	305,560

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


	Unobservable Inputs
	Expected Volatility (a)	Marketability Discount (b)
December 31, 2015	27.4%	10.0% - 12.0%
December 31, 2014	24.5%	18.0% - 20.0%

(a)

Based on our implied equity volatility.

Represents the discount rate for lack of marketability of the Management Warrants which decreases as the current date approaches the dates of contractual expiration of the marketability restrictions.

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


		December 31, 2015				December 31, 2014
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and cash equivalents	Level 1	$	445,283	$	445,283	$	485,424	$	485,424
Notes receivable, net (a)	Level 3		1,664		1,664		28,630		28,630

Liabilities:
Fixed-rate debt	Level 2	$	1,141,381	$	1,137,166	$	1,030,554	$	1,050,333
Variable-rate debt	Level 2		1,314,973		1,314,973		962,916		962,916

(a)

Notes receivable is shown net of an allowance of $0.2 million and $0.5 million at December 31, 2015 and 2014, respectively.

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2015

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of mortgages, notes and loans payable


	December 31,
(In thousands)	2015		2014
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,087,642	$	1,008,165
Special Improvement District bonds		53,739		22,389
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,314,973		962,916
Deferred Financing Costs, net of accumulated amortization of $12.7 million and $6.9 million, respectively		(12,392)		(14,663)
Total mortgages, notes and loans payable	$	2,443,962	$	1,978,807

(a)

As more fully described below, $209.5 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt.

Schedule of mortgages, notes and loans payable by property


					Maximum		Carrying Value
		Interest			Facility		December 31,		December 31,
($ In thousands)	Maturity (a)	Rate			Amount		2015		2014
Master Planned Communities
Bridgeland Land Loan	November 2022	4.60	%	(b)	$	65,000	$	40,072	$	15,874
Bridgeland Development Loan	N/A	5.00	%					—		10
Summerlin South SID Bonds - S108	December 2016	5.95	%					—		563
Summerlin South SID Bonds - S124	December 2019	5.95	%					159		236
Summerlin South SID Bonds - S128	December 2020	6.05	%					534		623
Summerlin South SID Bonds - S128C	December 2030	6.05	%					4,856		5,274
Summerlin South SID Bonds - S132	December 2020	6.00	%					1,676		2,936
Summerlin South SID Bonds - S151	June 2025	6.00	%					4,534		6,211
Summerlin South SID Bonds - S159	June 2035	6.00	%					9,020		—
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%					1,047		2,805
Summerlin West SID Bonds - S812	October 2035	6.00	%					28,328		—
The Woodlands Master Credit Facility	August 2018	3.11	%	(b)		200,000		192,663		176,663
Master Planned Communities Total								282,889		211,195

Operating Assets
10-60 Columbia Corporate Centers	May 2022	2.76	%	(b)(d)				80,000		—
70 Columbia Corporate Center	July 2019	2.61	%	(b)				20,000		20,000
Columbia Regional Building	March 2018	2.36	%	(b)		23,008		22,188		20,513
Downtown Summerlin	July 2019	2.61	%	(b)		311,800		289,804		229,153
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%					235		310
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					3,350		3,431
One Hughes Landing	December 2029	4.30	%					52,000		52,000
Two Hughes Landing	December 2030	4.20	%					48,000		19,992
1725-35 Hughes Landing Boulevard	June 2019	2.01	%	(b)		143,000		89,677		47,513
Hughes Landing Hotel	October 2020	2.86	%	(b)		37,100		20,064		—
Hughes Landing Retail	December 2018	2.31	%	(b)		36,575		28,726		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	October 2019	5.21	%	(e)				26,481		29,000
9303 New Trails	December 2023	4.88	%					12,734		13,074
One Lake's Edge	November 2018	2.86	%	(b)		73,525		67,517		40,787
Outlet Collection at Riverwalk	October 2018	3.11	%	(b)		64,400		56,100		47,118
3831 Technology Forest Drive	March 2026	4.50	%					22,759		—
The Woodlands Resort & Conference Center	December 2020	3.11	%	(b)				85,000		76,027
Ward Village	September 2016	3.42	%	(b)(c)		250,000		238,716		238,716
20/25 Waterway Avenue	May 2022	4.79	%					14,112		14,330
3 Waterway Square	August 2028	3.94	%					52,000		52,000
4 Waterway Square	December 2023	4.88	%					37,293		38,289
Capital lease obligations	various	3.60	%					52		135
Operating Assets Total								1,326,992		1,019,996

Strategic Developments
HHC 242 Self Storage Facility	October 2021	2.96	%	(b)		6,658		—		—
Lakeland Village Center	May 2020	2.71	%	(b)		14,000		—		—
Three Hughes Landing	December 2019	2.71	%	(b)		65,455		23,268		—
Waiea and Anaha Condominiums	November 2019	7.11	%	(b)		600,000		27,817		—
Waterway Square Hotel	August 2019	3.01	%	(b)		69,300		33,361		—
Strategic Developments Total								84,446		—

Other Corporate Financing Arrangements	June 2018	3.00	%					18,794		19,968
Senior Notes	October 2021	6.88	%					750,000		750,000
Unamortized underwriting fees								(6,767)		(7,689)

Deferred Financing Costs, net of accumulated amortization of $12.7 million and $6.9 million, respectively							(12,392)			(14,663)

Total mortgages, notes, and loans payable							$	2,443,962	$	1,978,807

(a)

(b)

The interest rate presented is based on the one month LIBOR rate which was 0.36% at December 31, 2015.

(c)

$143.0 million of the outstanding principal balance is swapped to a 3.81% fixed rate to maturity. As of December 31, 2015, there is no undrawn availability on this facility.

(d)

$40.0 million of the outstanding principal balance is swapped to a 3.41% fixed rate to maturity.

The $26.5 million outstanding principal balance is swapped to a 5.21% fixed rate to maturity.

Schedule of maturities of long-term debt


	Mortgages, notes
	and loans payable
(In thousands)	principal payments

2016	$	272,269
2017		38,464
2018		342,670
2019		504,135
2020		111,488
Thereafter		1,187,328
Total	$	2,456,354

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.

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=34725769&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

Schedule of provision for (benefit from) income taxes

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2015

INCOME TAXES


(In thousands)	2015		2014		2013

Current	$	2,849	$	(2,050)	$	1,218
Deferred		21,152		65,010		8,352
Total	$	24,001	$	62,960	$	9,570

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


(In thousands)	2015		2014		2013
Tax at statutory rate on earnings from continuing operations before income taxes	$	52,751	$	13,800	$	(22,477)
Increase (decrease) in valuation allowance, net		1,742		5,602		(88,826)
State income taxes, net of Federal income tax benefit		267		1,320		1,562
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes		-		(512)		(2,648)
Tax (benefit) expense from change in rates and other permanent differences		(7,361)		(12,193)		4,339
Set up deferred tax liability related to captive REIT		-		(1,068)		53,973
Non-deductible warrant liability (gain) loss		(20,412)		21,182		63,695
Non-taxable interest income		-		18,373		(363)
Uncertain tax position (benefit) expense, excluding interest		(2,483)		2,395		(1,034)
Uncertain tax position interest, net of Federal income tax benefit		(503)		14,061		1,349
Income tax expense	$	24,001	$	62,960	$	9,570

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


			Expiration
(In thousands)	Amount		Date

Net operating loss carryforwards - Federal	$	52,571	2024-2035
Net operating loss carryforwards - State		175,346	2016-2035
Tax credit carryforwards - Federal AMT		3,667	n/a

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


(In thousands)	2015		2014
Deferred tax assets:
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities	$	213,090	$	201,303
Interest deduction carryforwards		79,781		80,520
Operating loss and tax credit carryforwards		34,499		53,851
Total deferred tax assets		327,370		335,674
Valuation allowance		(19,960)		(18,218)
Total net deferred tax assets	$	307,410	$	317,456
Deferred tax liabilities:
Property associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs	$	(218,842)	$	(212,093)
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities		(42,860)		(47,355)
Deferred income		(134,929)		(120,213)
Total deferred tax liabilities		(396,631)		(379,661)
Net deferred tax liabilities	$	(89,221)	$	(62,205)

Schedule of reconciliation of Unrecognized Tax Benefits


(In thousands)	2015		2014		2013

Unrecognized tax benefits, opening balance	$	184,200	$	90,532	$	95,917
Gross increases - tax positions in prior period		-		93,668		9,162
Gross decreases - tax positions in prior periods		(147,676)		-		(14,547)
Unrecognized tax benefits, ending balance	$	36,524	$	184,200	$	90,532

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2015

COMMITMENTS AND CONTINGENCIES

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


											Subsequent
(In thousands)	2016		2017		2018		2019		2020		/ Other		Total


Ground lease and other leasing commitments	$	8,766	$	9,391	$	8,718	$	7,741	$	7,744	$	304,660	$	347,020

OTHER ASSETS AND LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2015

OTHER ASSETS AND LIABILITIES

Summary of the significant components of prepaid expenses and other assets


	December 31,		December 31,
(In thousands)	2015		2014
Condominium receivables (a)	$	191,037	$	—
Condominium deposits		55,749		151,592
Special Improvement District receivable		72,558		33,318
In-place leases		22,139		32,715
Below-market ground leases		19,325		19,663
Above-market tenant leases		3,581		4,656
Equipment, net of accumulated depreciation of $3.9 million and $2.4 million, respectively		18,772		20,284
Security and escrow deposits		17,599		9,829
Tenant incentives and other receivables		10,480		14,264
Prepaid expenses		8,474		9,196
Federal income tax receivable		11,972		8,629
Intangibles		4,045		3,593
Uncertain tax position asset		112		383
Other		5,347		2,014
	$	441,190	$	310,136

Summary of the significant components of accounts payable and accrued expenses


	December 31,		December 31,
(In thousands)	2015		2014
Construction payables	$	185,731	$	170,935
Deferred income		113,122		65,675
Condominium deposits		50,192		82,150
Accounts payable and accrued expenses		33,928		34,154
Accrued payroll and other employee liabilities		31,271		25,838
Tenant and other deposits		31,193		12,756
Accrued interest		16,504		14,791
Accrued real estate taxes		15,134		9,903
Interest rate swaps liability		4,217		3,144
Above-market ground leases		2,113		2,272
Membership deposits		—		21,023
Other		31,949		23,376
	$	515,354	$	466,017

INTANGIBLES (Tables)

12 Months Ended

Dec. 31, 2015

INTANGIBLES

Summary of intangible assets and liabilities


	Gross		Accumulated		Net
	Asset		(Amortization)		Carrying
(In thousands)	(Liability)		/ Accretion		Amount

As of December 31, 2015
Tenant leases:
In-place value	$	39,129	$	(16,990)	$	22,139
Above-market		5,333		(1,752)		3,581
Below-market		(6,163)		1,350		(4,813)
Ground leases:
Above-market		(3,545)		1,432		(2,113)
Below-market		23,096		(3,771)		19,325

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

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

12 Months Ended

Dec. 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


	As of December 31,
(In thousands)	2015		2014
Interest Rate Swaps Liability	$	4,217	$	3,144

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


	Year Ended December 31,					Year Ended December 31,
	2015		2014		Location of Loss	2015		2014
(In thousands) 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

Interest Rate Swaps	$	(1,705)	$	(1,192)	Interest Expense	$	(1,745)	$	(2,195)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

12 Months Ended

Dec. 31, 2015

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Summary of AOCI



Balance as of January 1, 2014	$	(8,222)
Other comprehensive income (loss) before reclassifications		(1,685)
Loss reclassified from accumulated other comprehensive loss to net income (loss)		2,195
Net current-period other comprehensive income (loss)		510
Balance as of December 31, 2014		(7,712)
Other comprehensive income (loss) before reclassifications		(1,922)
Loss reclassified from accumulated other comprehensive loss to net income (loss)		1,745
Net current-period other comprehensive income (loss)		(177)
Balance as of December 31, 2015	$	(7,889)

(a)

All amounts are net of tax.

Summary of the amounts reclassified out of AOCI


		Amounts reclassified from Accumulated Other
		Comprehensive Income (Loss)
		For the Year Ended		For the Year Ended
Accumulated Other Comprehensive Income (Loss) Components	Affected line item in the Statement of Operations	December 31, 2015		December 31, 2014
Gains and losses on cash flow hedges
Interest rate swap contracts	Interest expense	$	2,797	$	2,502
	Provision for income taxes		(1,052)		(307)
Total reclassifications for the period	Net of tax	$	1,745	$	2,195

STOCK-BASED PLANS (Tables)

12 Months Ended

Dec. 31, 2015

STOCK-BASED PLANS

Summary of stock option plan activity


				Weighted Average		Aggregate
		Weighted Average		Remaining		Intrinsic
	Shares	Exercise Price		Contractual Term		Value
				(In years)
Stock options outstanding at January 1, 2013	861,940	$	59.17
Granted	132,100		99.38
Exercised	-		-
Forfeited	(28,600)		62.40
Expired	-		-
Stock options outstanding at December 31, 2013	965,440	$	64.57

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

Granted	117,000		134.24
Exercised	-		-
Forfeited	(77,450)		103.84
Expired	-		-
Stock options outstanding at December 31, 2015	1,086,040	$	77.11	6.3	$	43,927,338

Stock options exercisable at December 31, 2015	3,400	$	60.03	4.2	$	180,646

Remaining unvested options outstanding and expected to vest	1,071,365	$	76.68	4.2	$	43,679,612

Schedule of information related to stock options outstanding


				Weighted Average
				Remaining
	Number	Weighted Average		Contractual Term	Number
Range of Exercise Prices	Outstanding	Exercise Price		(In years)	Exercisable

$46.49 - $55.82	48,500		$ 52.74	5.6	-
$57.77 - $60.33	569,400		57.94	5.2	3,400
$61.64 - $69.75	169,240		66.17	6.2	-
$81.80 - $110.50	107,400		98.35	7.4	-
$112.64 - $151.72	191,500		138.05	9.0	-
	1,086,040		$ 77.11	6.2	3,400

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


	As of December 31,
	2015			2014			2013
Grant date fair value	$	44.45		$	48.65		$	28.04
Expected life of options (in years)		7.5			7.5			7.3
Risk-free interest rate		2.0	%		2.2	%		1.8	%
Expected volatility		26.1	%		25.7	%		22.0	%
Expected annual dividend per share		-			-			-

Summary of restricted stock activity


		Weighted Average
		Grant Date
	Shares	Fair Value

Restricted stock outstanding at January 1, 2013	57,933	$	65.72
Granted	77,434		79.77
Vested	(13,033)		60.15
Restricted stock outstanding at December 31, 2013	122,334	$	75.21

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

Granted	81,581	$	121.81
Vested	(7,546)		147.56
Forfeited	(4,169)		101.33
Restricted stock outstanding at December 31, 2015	242,556	$	100.15

RENTALS UNDER OPERATING LEASES (Tables)

12 Months Ended

Dec. 31, 2015

RENTALS UNDER OPERATING LEASES

Schedule of minimum future rentals under operating leases


	Total
	Minimum
Year	Rent (In thousands)

2016	$	146,983
2017		139,518
2018		131,145
2019		124,208
2020		104,295
Subsequent		477,247

SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2015

SEGMENTS

Schedule of segment operating results


	Year Ended December 31,
(In thousands)	2015		2014		2013

Master Planned Communities
Land sales	$	187,399	$	325,099	$	251,217
Builder price participation		26,846		20,908		9,356
Minimum rents		842		818		781
Other land revenues		14,778		16,470		13,416
Total revenues		229,865		363,295		274,770

Cost of sales – land		88,065		119,672		124,040
Land sales operations		34,443		31,932		30,826
Land sales real estate and business taxes		10,464		9,862		7,588
Provision for (recovery of) doubtful accounts		—		(11)		—
Depreciation and amortization		640		397		32
Interest income		(60)		(118)		(16)
Interest expense (*)		(18,053)		(19,620)		(18,678)
Total expenses		115,499		142,114		143,792
MPC EBT		114,366		221,181		130,978

Operating Assets
Minimum rents		149,064		95,807		80,124
Tenant recoveries		39,415		28,133		20,901
Hospitality revenues		45,374		37,921		39,201
Other rental and property revenues		25,453		24,429		20,360
Total revenues		259,306		186,290		160,586

Other property operating costs		68,078		62,752		61,146
Rental property real estate taxes		21,856		14,860		12,065
Rental property maintenance costs		10,236		8,592		7,552
Hospitality expenses		34,839		31,829		29,454
Provision for doubtful accounts		3,998		1,399		835
Demolition costs		2,675		6,712		2,078
Development-related marketing costs		9,747		9,770		3,462
Depreciation and amortization		89,075		49,272		31,427
Other income		(524)		—		—
Interest income		(37)		(151)		(135)
Interest expense		31,148		17,081		19,146
Equity in Earnings from Real Estate and Other Affiliates		(1,883)		(2,025)		(3,893)
Total expenses		269,208		200,091		163,137
Operating Assets EBT		(9,902)		(13,801)		(2,551)

Strategic Developments
Minimum rents		899		609		763
Tenant recoveries		127		220		167
Condominium rights and unit sales		305,284		83,565		32,969
Other land revenues		25		33		—
Other rental and property revenues		1,582		553		163
Total revenues		307,917		84,980		34,062

Condominium rights and unit cost of sales		191,606		49,995		16,572
Other property operating costs		4,673		4,282		5,547
Real estate taxes		2,282		2,547		2,226
Rental property maintenance costs		476		543		531
Provision for doubtful accounts		32		16		—
Demolition costs		622		22		—
Development-related marketing costs		15,719		13,013		1,449
Depreciation and amortization		3,240		1,706		189
Other expense/(income)		104		(2,373)		(3,609)
Interest income		(202)		—		—
Interest expense (*)		(6,633)		(11,918)		(4,318)
Equity in Earnings from Real Estate and Other Affiliates		(1,838)		(21,311)		(10,535)
Total expenses		210,081		36,522		8,052
Strategic Developments EBT		97,836		48,458		26,010
REP EBT	$	202,300	$	255,838	$	154,437

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


Reconciliation of REP EBT to GAAP	Year Ended December 31,
income (loss) before taxes	2015		2014		2013
(In thousands)
REP EBT	$	202,300	$	255,838	$	154,437
General and administrative		(81,345)		(73,569)		(48,466)
Corporate interest income/(expense), net		(52,995)		(30,819)		(10,575)
Warrant liability gain (loss)		58,320		(60,520)		(181,987)
Gain on sale of The Club at Carlton Woods		29,073		-		-
Increase (reduction) in tax indemnity receivable		-		90		(1,206)
Loss on settlement of tax indemnity receivable		-		(74,095)		-
Corporate other income, net		1,409		27,098		25,869
Corporate depreciation and amortization		(6,042)		(4,583)		(2,197)
Income (loss) before taxes	$	150,720	$	39,440	$	(64,125)

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


Reconciliation of Segment Basis Revenues to	Year Ended December 31,
GAAP Revenues (In thousands)	2015		2014		2013

Master Planned Communities	$	229,865	$	363,295	$	274,770
Operating Assets		259,306		186,290		160,586
Strategic Developments		307,917		84,980		34,062
Total revenues	$	797,088	$	634,565	$	469,418

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


	December 31,
(In thousands)	2015		2014

Master Planned Communities	$	2,022,524	$	1,875,550
Operating Assets		2,365,724		1,926,192
Strategic Developments		1,138,695		876,246
Total segment assets		5,526,943		4,677,988
Corporate and other		194,639		427,280
Total assets	$	5,721,582	$	5,105,268

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2015

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Schedule of quarterly financial information


	2015
		First		Second		Third		Fourth
(In thousands, except share amounts)		Quarter		Quarter		Quarter		Quarter
Total revenues		$	155,090	$	209,163	$	203,442	$	229,393
Operating income			16,457		25,572		36,544		40,191
Net income (loss)			(105,959)		50,585		156,212		25,881
Net income (loss) attributable to common stockholders			(105,959)		50,573		156,224		25,881
Earnings (loss) per share:
Basic			(2.68)		1.28		3.96		0.65
Diluted (a)			(2.68)		0.18		0.76		0.59
Weighted average shares outstanding:
Basic			39,465		39,468		39,473		39,473
Diluted			39,465		43,197		42,913		42,743


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

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Investment in Real Estate) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Developments
Land & improvements	$ 182,843	$ 164,280
Development costs	728,984	667,228
Condominium rights	125,100	82,795
Total Developments	$ 1,036,927	$ 914,303
Minimum \| Master Planned Communities
Useful lives of assets
Estimated useful lives	20 years
Residual value	$ 0
Maximum \| Master Planned Communities
Useful lives of assets
Estimated useful lives	40 years
Building and Building Improvements \| Minimum
Useful lives of assets
Estimated useful lives	10 years
Building and Building Improvements \| Maximum
Useful lives of assets
Estimated useful lives	45 years
Equipment Tenant Improvements and Fixtures \| Minimum
Useful lives of assets
Estimated useful lives	5 years
Equipment Tenant Improvements and Fixtures \| Maximum
Useful lives of assets
Estimated useful lives	10 years
Computer, Hardware and Software and Vehicles \| Minimum
Useful lives of assets
Estimated useful lives	3 years
Computer, Hardware and Software and Vehicles \| Maximum
Useful lives of assets
Estimated useful lives	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Depreciation) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Depreciation due to change in estimated useful life	$ 82,275	$ 50,683	$ 29,637
Service Life
Depreciation due to change in estimated useful life	$ 17,100	$ 10,800	$ 1,200
Additional depreciation weighted average common shares	$ 0.40	$ 0.27	$ 0.03

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Acquisitions) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Gain on Business Interruption Insurance Recovery	$ 0.3
Gain (Loss) Related to Litigation Settlement			$ 4.5
Rental Revenue
Straight-line rent receivables	22.2	$ 13.5
The Metropolitan Downtown Columbia
Gain from sale			0.7
TPC Summerlin and TPC Las Vegas
Participation fee, other income	$ 0.5
South Street Seaport
Gain on Business Interruption Insurance Recovery		27.0	12.2
Alameda Plaza
Pre-tax gain recognized on the sale			1.0
Head Acquisition LP
Gain from sale			8.5
Rio West
Gain from sale			$ 0.6
Redlands Promenade
Gain from sale		$ 2.4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Receivables and Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Allowance for doubtful accounts and notes receivable
Notes receivable, net	$ 1,664	$ 28,630
Changes in allowance for doubtful accounts and notes receivable accounts
Balance at the beginning of the period	7,619	7,390	$ 8,914
Provision for doubtful accounts	4,030	1,404	836
Write-offs	(7,243)	(1,175)	(2,360)
Balance at the end of the period	4,406	7,619	$ 7,390
Municipal Utility District receivables
Receivables net of allowances	900	$ 5,800
Summerlin
Allowance for doubtful accounts and notes receivable
Notes receivable, net	20,200
Note receivable from homebuilder, interest rate (as a percent)		39.00%
General Growth Properties
Allowance for doubtful accounts and notes receivable
Notes receivable, net	$ 200	$ 6,700
Note receivable from homebuilder, interest rate (as a percent)	441.00%
Cash payments under the note receivable	$ 6,500

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Deferred Expenses) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred leasing cost accumulated amortization	$ 10,800	$ 6,400
Deferred Costs	61,804	60,407
Mortgages, notes and loans payable	$ 2,443,962	1,978,807
Accounting Standards Update 2015-03
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred Costs		(14,700)
Mortgages, notes and loans payable		$ 14,700

EARNINGS PER SHARE - EPS Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Numerator:
Net income (loss)	$ 25,881	$ 156,212	$ 50,585	$ (105,959)	$ 31,929	$ 45,615	$ (14,733)	$ (86,331)	$ 126,719	$ (23,520)	$ (73,695)
Net income attributable to noncontrolling interests										(11)	(95)
Net income (loss) attributable to common stockholders	$ 25,881	$ 156,224	$ 50,573	$ (105,959)	$ 31,930	$ 45,615	$ (14,760)	$ (86,316)	$ 126,719	$ (23,531)	$ (73,790)
Denominator:
Weighted average basic common shares outstanding	39,473,000	39,473,000	39,468,000	39,465,000	39,464,000	39,465,000	39,458,000	39,454,000	39,470	39,464	39,449
Numerator:
Net income (loss) attributable to common stockholders									$ 126,719	$ (23,531)	$ (73,790)
Warrant Liability Gain									58,320
Adjusted net income (loss) attributable to common stockholders									$ 68,399	$ (23,531)	$ (73,790)
Denominator:
Weighted average basic common shares outstanding	39,473,000	39,473,000	39,468,000	39,465,000	39,464,000	39,465,000	39,458,000	39,454,000	39,470	39,464	39,449
Restricted stock and stock options (in shares)									411
Warrants (in shares)									2,873
Weighted average diluted common shares outstanding	42,743,000	42,913,000	43,197,000	39,465,000	43,027,000	43,171,000	39,458,000	39,454,000	42,754	39,464	39,449
Basic income (loss) per share: (in dollars per share)	$ 0.65	$ 3.96	$ 1.28	$ (2.68)	$ 0.81	$ 1.16	$ (0.37)	$ (2.19)	$ 3.21	$ (0.60)	$ (1.87)
Diluted income (loss) per share: (in dollars per share)	$ 0.59	$ 0.76	$ 0.18	$ (2.68)	$ (1.18)	$ 0.48	$ (0.37)	$ (2.19)	$ 1.60	$ (0.60)	$ (1.87)

EARNINGS PER SHARE - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Stock Options
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	141,776	1,046,940	965,440
Restricted Stock
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)		172,690	122,334
Sponsors Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)		1,916,667	1,916,667
Management Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)		2,862,687	2,862,687

SPONSORS AND MANAGEMENT WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2011	Dec. 31, 2015	Dec. 31, 2014	Nov. 09, 2010
Sponsors and Management Warrants
Warrant liabilities		$ 307,760	$ 366,080
Sponsors Warrants
Sponsors and Management Warrants
Exercise price (in dollars per share)				$ 50.00
Warrants exercised		1,916,667
Issuance of warrants to purchase common stock (in shares)		1,916,667
Warrant liabilities		$ 123,100	157,100
Management Warrants
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares)	2,862,687	2,862,687
Proceeds from issuance of Management warrants	$ 19,000
Warrant liabilities		$ 184,700	$ 209,000
Management Warrants \| Chief Executive Officer
Sponsors and Management Warrants
Exercise price (in dollars per share)	$ 42.23
Management Warrants \| President
Sponsors and Management Warrants
Warrants exercised	42.23
Management Warrants \| Chief Financial Officer
Sponsors and Management Warrants
Exercise price (in dollars per share)	$ 54.50

ACQUISITIONS AND DISPOSITIONS (Acquisitions) (Details) $ in Thousands			1 Months Ended		3 Months Ended	12 Months Ended
	Sep. 04, 2015 USD ($)	Dec. 12, 2014 USD ($) ft² building	Oct. 31, 2014 USD ($) ft² item	Jul. 31, 2014 USD ($) ft²	Mar. 31, 2015 USD ($) ft²	Dec. 31, 2015 USD ($) ft²	Dec. 31, 2014 USD ($)	Mar. 31, 2014 ft²
Acquisitions
Gain on sale of The Club at Carlton Woods						$ 29,073
Seaport District Assemblage
Acquisitions
Area of real estate property acquired (in square foot) \| ft²					58,000			42,694
South Street Seaport
Acquisitions
Area of real estate property acquired with total development rights \| ft²					196,133			817,784
Purchase price					$ 91,400		$ 136,700
Conroe, Texas
Acquisitions
Area of real estate property acquired (in square foot) \| ft²						2,055
Purchase price						$ 98,500
85 South Street
Acquisitions
Area of real estate property acquired (in square foot) \| ft²			60,000
Purchase price			$ 20,100
Buildings acquired consolidated			8,100
Land acquired consolidated			$ 15,900
Number of story acquired \| item			8
1701 Lake Robbins
Acquisitions
Area of real estate property acquired (in square foot) \| ft²				12,376
Purchase price				$ 5,700
Buildings acquired consolidated				3,700
Land acquired consolidated				1,700
Intangible lease assets acquired consolidated				200
Assumption of Mortgage included in the purchase price				$ 4,600
110 N Wacker
Acquisitions
Fee interest percentage				100.00%
Fee interest purchased				$ 12,300
Leases, Acquired-in-Place \| 1701 Lake Robbins
Acquisitions
Intangible lease assets acquired consolidated				300
Below Market Leases \| 85 South Street
Acquisitions
Intangible lease assets acquired consolidated			$ (3,900)
Below Market Leases \| 1701 Lake Robbins
Acquisitions
Intangible lease assets acquired consolidated				$ (100)
The Club at Carlton Woods \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Acquisitions
Proceeds from dispositions	$ 25,100
Liabilities assumed by purchaser	4,000
Gain on sale of The Club at Carlton Woods	29,100
Total assets	20,900
Total liabilities	$ 24,900
General Growth Properties
Acquisitions
Area of real estate property acquired with total development rights \| ft²		699,884
Number of buildings \| building		6
Purchase price		$ 130,000
Buildings acquired consolidated		79,200
Land acquired consolidated		23,400
Intangible lease assets acquired consolidated		27,400
General Growth Properties \| Leases, Acquired-in-Place
Acquisitions
Intangible lease assets acquired consolidated		25,200
General Growth Properties \| Above Market Leases
Acquisitions
Intangible lease assets acquired consolidated		3,800
General Growth Properties \| Below Market Leases
Acquisitions
Intangible lease assets acquired consolidated		$ 1,600

ACQUISITIONS AND DISPOSITIONS (Rio West Disposal) (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2013 USD ($) ft² a	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Recent transactions
Proceeds from sale of property		$ 25,139	$ 11,953	$ 10,814
Rio West \| Disposal By Sale
Recent transactions
Area of property sold (in square feet) \| ft²	521,194
Area of site (in acres) \| a	50
Proceeds from sale of property	$ 12,000
Pre-tax gain recognized on the sale	$ 600

REAL ESTATE AND OTHER AFFILIATES (Details)				3 Months Ended		12 Months Ended
REAL ESTATE AND OTHER AFFILIATES (Details)	Jan. 24, 2014 USD ($) a item	Oct. 04, 2013 USD ($) ft² a item	Jul. 11, 2013 USD ($)	Dec. 31, 2015 USD ($)	Mar. 31, 2015 USD ($) $ / a	Dec. 31, 2015 USD ($) item	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Oct. 27, 2011
Investment in Real Estate and Other Affiliates
Carrying Value				$ 57,811,000		$ 57,811,000	$ 53,686,000
Share of Earnings/Dividends						3,721,000	23,336,000	$ 14,428,000
Aggregate carrying value of unconsolidated VIEs				21,500,000		$ 21,500,000	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				21,500,000		$ 21,500,000	21,100,000
Carrying values of the liabilities associated with the operations of the consolidated VIEs				1,100,000		1,100,000	600,000
Book value of land contributed to joint venture				322,462,000		322,462,000	317,211,000
Area of land contributed to the joint venture (in acres) \| a	4.5
Fair value of the land contributed to joint venture	$ 3,200,000
Percentage of ownership interest of partners in joint venture	50.00%
Mortgages, notes and loans payable				2,443,962,000		2,443,962,000	1,978,807,000
Outstanding debt				2,456,354,000		2,456,354,000
Proceeds from Sale of Real Estate						25,139,000	11,953,000	10,814,000
Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value				53,859,000		53,859,000	49,769,000
Share of Earnings/Dividends						1,974,000	21,687,000	11,925,000
Cost-method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value				3,952,000		3,952,000	3,917,000
Share of Earnings/Dividends						$ 1,747,000	$ 1,649,000	2,503,000
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 Joint Venture					1,300,000
Transaction value of the land contributed to joint venture					$ 125,400,000
Preferred return, on capital (as a percent)					5.00%
Return on capital contributions (as a percent)					5.00%
Entitlement of distribution by joint venture (in times) \| item						2
Value of land contributed to joint venture (in dollars per acre) \| $ / a					226,000
Discovery Land \| Equity Method Investments [Member] \| Maximum
Investment in Real Estate and Other Affiliates
Maximum capital contribution required					$ 30,000,000
The Metropolitan Downtown Columbia
Investment in Real Estate and Other Affiliates
Cash contributed by joint venture partner			$ 13,300,000
Fair value of the land contributed to joint venture			20,300,000
Percentage of ownership interest of partners in joint venture									50.00%
Mortgages, notes and loans payable			64,100,000
Transaction value, per constructed unit of land contributed to joint venture			53,500
Distribution of the cash contributed by joint venture partner			7,000,000
Additional improvements made in the venture			16,400,000
Future contribution required			$ 3,100,000
The Metropolitan Downtown Columbia \| Construction Loan Payable
Investment in Real Estate and Other Affiliates
Outstanding debt				63,100,000		$ 63,100,000
Interest rate margin (as a percent)			2.40%
Parcel C
Investment in Real Estate and Other Affiliates
Transaction value of the land contributed to joint venture		$ 23,400,000
Number of units in Class A apartment building to be constructed \| item		437
Area of real estate property to be constructed (in square feet) \| ft²		31,000
Area of land contributed to the joint venture (in acres) \| a		5
Fair value of the land contributed to joint venture		$ 4,000,000
Transaction value, per constructed unit of land contributed to joint venture		$ 53,500
Constellation
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)	50.00%
Number of units in Class A apartment building to be constructed \| item	124
Area Of Land In Downtown Summerlin \| a	400
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%
Constellation \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Future contribution required				1,000,000
Master Planned Communities \| Discovery Land
Investment in Real Estate and Other Affiliates
Carrying Value				$ 12,052,000		$ 12,052,000
Operating Assets \| Millennium Woodlands Phase II LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				81.43%		81.43%	81.43%
Carrying Value							$ 1,023,000
Share of Earnings/Dividends						$ (1,165,000)	$ (1,012,000)
Operating Assets \| Stewart Title \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				50.00%		50.00%	50.00%
Carrying Value				$ 3,715,000		$ 3,715,000	$ 3,869,000
Share of Earnings/Dividends						$ 996,000	$ 1,301,000	1,223,000
Operating Assets \| Clark County Las Vegas Stadium, LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				50.00%		50.00%	50.00%
Carrying Value				$ 11,050,000		$ 11,050,000	$ 10,548,000
Share of Earnings/Dividends						$ 152,000	$ (88,000)	(13,000)
Operating Assets \| The Metropolitan Downtown Columbia \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				50.00%		50.00%	50.00%
Carrying Value				$ 4,872,000		$ 4,872,000	$ 4,800,000
Share of Earnings/Dividends						$ (13,000)
Operating Assets \| Woodlands Sarofim 1 \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				20.00%		20.00%	20.00%
Carrying Value				$ 2,588,000		$ 2,588,000	$ 2,595,000
Share of Earnings/Dividends						$ 166,000	$ 175,000	180,000
Strategic Developments \| Millennium Woodlands Phase II LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				81.43%		81.43%	81.43%
Share of Earnings/Dividends							$ (279,000)	(74,000)
Strategic Developments \| Circle T \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				50.00%		50.00%	50.00%
Carrying Value				$ 9,128,000		$ 9,128,000	$ 9,004,000
Strategic Developments \| HHMK Development LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				50.00%		50.00%	50.00%
Carrying Value				$ 10,000		$ 10,000	$ 10,000
Share of Earnings/Dividends						$ 549,000	$ 2,120,000	732,000
Strategic Developments \| KR Holdings LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				50.00%		50.00%	50.00%
Carrying Value				$ 689,000		$ 689,000	$ 9,183,000
Share of Earnings/Dividends						$ 1,289,000	$ 19,470,000	$ 9,877,000
Strategic Developments \| Parcel C \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				50.00%		50.00%	50.00%
Carrying Value				$ 7,070,000		$ 7,070,000	$ 8,737,000
Strategic Developments \| Constellation \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				50.00%		50.00%	50.00%
Carrying Value				$ 2,685,000		$ 2,685,000
Unconsolidated Properties
Investment in Real Estate and Other Affiliates
Secured debt				109,600,000		109,600,000	$ 89,400,000
Share of the entity in secured debt				$ 64,800,000		$ 64,800,000	$ 54,600,000
One Month LIBOR
Investment in Real Estate and Other Affiliates
Variable rate basis			one-month LIBOR

IMPAIRMENT (Details) - USD ($) $ in Millions	12 Months Ended
IMPAIRMENT (Details) - USD ($) $ in Millions	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
IMPAIRMENT
Impairment charges	$ 0.0	$ 0.0	$ 0.0

FAIR VALUE OF FINANCIAL INSTRUMENTS (Assets and Liabiliites Measured on a Recurring Basis) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Assets:
Cash equivalents	$ 18	$ 75,027
Liabilities
Warrants	307,760	366,080
Interest rate swaps	4,217	3,144
Level 1
Assets:
Cash equivalents	18	75,027
Level 2
Liabilities
Interest rate swaps	4,217	3,144
Level 3
Liabilities
Warrants	$ 307,760	$ 366,080

FAIR VALUE OF FINANCIAL INSTRUMENTS (Reconciliation of Warrants Using Level 3 Inputs) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Level 3
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
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Expected Volatility (as a percent)	27.40%	24.50%
Warrant \| Level 3
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	$ 123,573
Warrant liability (gain)/loss	(58,320)	60,520	181,987
Balance at the end of the period	$ 307,760	$ 366,080	$ 305,560
Warrant \| Minimum \| Level 3
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)	10.00%	18.00%
Warrant \| Maximum \| Level 3
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)	12.00%	20.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS (Assets and Liabiliites Measured on a Nonrecurring Basis) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Assets:
Cash and cash equivalents	$ 18	$ 75,027
Liabilities:
Allowance, notes receivable	200	500
Nonrecurring \| Reported Value Measurement
Assets:
Cash and cash equivalents	445,283	485,424
Notes receivable, net	1,664	28,630
Liabilities:
Fixed-rate debt	1,141,381	1,030,554
Variable-rate debt	1,314,973	962,916
Nonrecurring \| Estimate of Fair Value Measurement
Assets:
Cash and cash equivalents	445,283	485,424
Notes receivable, net	1,664	28,630
Liabilities:
Fixed-rate debt	1,137,166	1,050,333
Variable-rate debt	$ 1,314,973	$ 962,916

MORTGAGES, NOTES AND LOANS PAYABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Mortgages, notes and loans payable
Deferred Financing Costs:	$ (12,392)	$ (14,663)
Mortgages, notes and loans payable	2,443,962	1,978,807
Deferred Financing Costs, accumulated amortization	12,700	6,900
Long-term debt-principal payments
2016	272,269
2017	38,464
2018	342,670
2019	504,135
2020	111,488
Thereafter	1,187,328
Total	2,456,354
Secured Debt
Mortgages, notes and loans payable
Fixed-rate debt:	1,087,642	1,008,165
Variable-rate debt:	1,314,973	962,916
Amount of variable-rate debt swapped to fixed rate	209,500
Bonds
Mortgages, notes and loans payable
Fixed-rate debt:	$ 53,739	$ 22,389

MORTGAGES, NOTES AND LOANS PAYABLE - (Schedule of Debt by Property) (Details)																							12 Months Ended
	Feb. 25, 2016 USD ($)	Jan. 27, 2016 USD ($) item	Dec. 30, 2015 USD ($) item	Nov. 09, 2015 USD ($) item	May 15, 2015 USD ($)	May 06, 2015 USD ($) 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 ($)	Jun. 27, 2014 USD ($) item	Apr. 15, 2014 USD ($)	Dec. 20, 2013 USD ($) ft² item	Nov. 25, 2013 USD ($) item	Oct. 24, 2013 USD ($) item	Oct. 23, 2013 USD ($) item	Oct. 02, 2013 USD ($)	Jul. 11, 2013	Mar. 15, 2013 USD ($)	Dec. 31, 2015 USD ($) item	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Nov. 24, 2015 USD ($)	Mar. 25, 2015 USD ($)	Nov. 10, 2014 USD ($)	Aug. 02, 2013 USD ($) ft² item
Mortgages, notes and loans payable
Unamortized underwriting fees																							$ (6,767,000)	$ (7,689,000)
Deferred Financing Costs:																							(12,392,000)	(14,663,000)
Deferred Financing Costs, accumulated amortization																							$ 12,700,000	$ 6,900,000
Weighted average interest rate (as a percent)																							4.44%	4.61%
Land, buildings and equipment and developments in progress pledged as collateral																							$ 2,300,000,000
Total mortgages, notes and loans payable																							2,443,962,000	$ 1,978,807,000
Net cash proceeds																							$ 583,822,000	597,553,000	$ 1,120,102,000
One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)																							0.36%
Variable rate basis																					one-month LIBOR
Other Corporate Financing Arrangements
Mortgages, notes and loans payable
Interest rate (as a percent)																							3.00%
Mortgages, notes, and loans payable, gross																							$ 18,794,000	19,968,000
Other Corporate Financing Arrangements \| Recourse Debt
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																							$ 20,400,000
Senior Notes 6.875 Percent Due 2021
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%
Total mortgages, notes and loans payable																				$ 750,000,000
Maximum percentage of Notes that can be redeemed using proceeds from equity offerings at any time prior to October 1, 2016																				35.00%
Percentage of principal amount at which Notes can be redeemed																				106.875%
Net cash proceeds																				$ 741,300,000
Senior Notes 6.875 Percent Due 2021 \| Recourse Debt
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																							$ 750,000,000
Bridgeland \| Revolving Credit Facility
Mortgages, notes and loans payable
Facility Amount				$ 15,200,000
Number of extension options \| item				2
Option to extend, term				1 year
Bridgeland \| Revolving Credit Facility \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)				3.15%
Fixed interest rate (as a percent)				4.60%
Summerlin
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%
Total mortgages, notes and loans payable																							$ 311,800,000
Columbia Regional Building
Mortgages, notes and loans payable
Total mortgages, notes and loans payable																						$ 23,000,000
Outlet at Riverwalk Properties \| Construction Loan Payable
Mortgages, notes and loans payable
Interest rate margin (as a percent)																		2.75%
Number of extension options \| item																		2
Option to extend, term																		1 year
Total mortgages, notes and loans payable																		$ 64,400,000
Master Planned Communities
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																							$ 282,889,000	211,195,000
Master Planned Communities \| Bridgeland \| Term Loan
Mortgages, notes and loans payable
Interest rate margin (as a percent)																							2.75%
Master Planned Communities \| Bridgeland \| Land Loan
Mortgages, notes and loans payable
Interest rate (as a percent)																							4.60%
Mortgages, notes, and loans payable, gross																							$ 40,072,000	15,874,000
Net worth required to be maintained																							$ 65,000,000
Master Planned Communities \| Bridgeland \| Development Loan
Mortgages, notes and loans payable
Interest rate (as a percent)																							5.00%
Mortgages, notes, and loans payable, gross																								10,000
Master Planned Communities \| Summerlin \| Bonds
Mortgages, notes and loans payable
New SIDs issued																							$ 54,000,000
Bond obligation																							$ 16,700,000
Master Planned Communities \| Summerlin South \| S108
Mortgages, notes and loans payable
Interest rate (as a percent)																							5.95%
Mortgages, notes, and loans payable, gross																								563,000
Master Planned Communities \| Summerlin South \| S124
Mortgages, notes and loans payable
Interest rate (as a percent)																							5.95%
Mortgages, notes, and loans payable, gross																							$ 159,000	236,000
Master Planned Communities \| Summerlin South \| S128
Mortgages, notes and loans payable
Interest rate (as a percent)																							6.05%
Mortgages, notes, and loans payable, gross																							$ 534,000	623,000
Master Planned Communities \| Summerlin South \| S128C
Mortgages, notes and loans payable
Interest rate (as a percent)																							6.05%
Mortgages, notes, and loans payable, gross																							$ 4,856,000	5,274,000
Master Planned Communities \| Summerlin South \| S132
Mortgages, notes and loans payable
Interest rate (as a percent)																							6.00%
Mortgages, notes, and loans payable, gross																							$ 1,676,000	2,936,000
Master Planned Communities \| Summerlin South \| S151
Mortgages, notes and loans payable
Interest rate (as a percent)																							6.00%
Mortgages, notes, and loans payable, gross																							$ 4,534,000	6,211,000
Master Planned Communities \| Summerlin South \| S152
Mortgages, notes and loans payable
Interest rate (as a percent)																							6.00%
Mortgages, notes, and loans payable, gross																							$ 9,020,000
Master Planned Communities \| Summerlin West \| S808 or 810
Mortgages, notes and loans payable
Interest rate (as a percent)																							6.00%
Mortgages, notes, and loans payable, gross																							$ 1,047,000	2,805,000
Master Planned Communities \| Summerlin West \| S812
Mortgages, notes and loans payable
Interest rate (as a percent)																							6.00%
Mortgages, notes, and loans payable, gross																							$ 28,328,000
Master Planned Communities \| Woodlands Properties
Mortgages, notes and loans payable
Number of extension options \| item																							2
Master Planned Communities \| Woodlands Properties \| Line of Credit
Mortgages, notes and loans payable
Interest rate (as a percent)																							3.11%
Mortgages, notes, and loans payable, gross																							$ 192,663,000	176,663,000
Undrawn and available borrowing capacity																							$ 7,300,000
Option to extend, term																							1 year
Net worth required to be maintained																							$ 200,000,000
Maximum facility amount at first extension option																							175,000,000
Maximum facility amount at second extension option																							25,000,000
Master Planned Communities \| Woodlands Properties \| Term Loan
Mortgages, notes and loans payable
Facility Amount																							100,000,000
Master Planned Communities \| Woodlands Properties \| Revolving Credit Facility
Mortgages, notes and loans payable
Facility Amount																							100,000,000
Operating Assets
Mortgages, notes and loans payable
Outstanding balance																							40,000,000
Mortgages, notes, and loans payable, gross																							$ 1,326,992,000	1,019,996,000
Fixed interest rate per swap (as a percent)																							3.41%
Operating Assets \| Capital Lease Obligations
Mortgages, notes and loans payable
Interest rate (as a percent)																							3.60%
Mortgages, notes, and loans payable, gross																							$ 52,000	135,000
Operating Assets \| Shops at Summerlin Centre \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.61%
Mortgages, notes, and loans payable, gross																							$ 289,804,000	229,153,000
Net worth required to be maintained																							$ 311,800,000
Operating Assets \| Shops at Summerlin Centre \| S108
Mortgages, notes and loans payable
Interest rate (as a percent)																							5.95%
Mortgages, notes, and loans payable, gross																							$ 235,000	310,000
Operating Assets \| Shops at Summerlin Centre \| S124
Mortgages, notes and loans payable
Interest rate (as a percent)																							6.05%
Mortgages, notes, and loans payable, gross																							$ 3,350,000	3,431,000
Operating Assets \| 10-60 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.76%
Mortgages, notes, and loans payable, gross																							$ 80,000,000
Interest rate margin (as a percent)						1.75%
Number of extension options \| item						2
Option to extend, term						1 year
Total mortgages, notes and loans payable						$ 80,000,000
Operating Assets \| 70 Columbia Corporate Center
Mortgages, notes and loans payable
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
Total mortgages, notes and loans payable														$ 20,000,000
Operating Assets \| 70 Columbia Corporate Center \| Line of Credit
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.61%
Mortgages, notes, and loans payable, gross																							$ 20,000,000	20,000,000
Operating Assets \| Columbia Regional Building
Mortgages, notes and loans payable
Variable rate basis																						one-month LIBOR
Interest rate margin above specified limit (as a percent)																							2.00%
Extension period at borrower's option																							1 year
Number of extension options \| item																							2
Operating Assets \| Columbia Regional Building \| Line of Credit
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.36%
Mortgages, notes, and loans payable, gross																							$ 22,188,000	20,513,000
Net worth required to be maintained																							$ 23,008,000
Operating Assets \| One Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)																							4.30%
Mortgages, notes, and loans payable, gross																							$ 52,000,000	52,000,000
Fixed interest rate (as a percent)																												4.30%
Total mortgages, notes and loans payable																												$ 52,000,000
Operating Assets \| Two Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)																							4.20%
Mortgages, notes, and loans payable, gross																							$ 48,000,000	19,992,000		$ 48,000,000
Fixed interest rate (as a percent)																										4.20%
Total mortgages, notes and loans payable																										$ 41,200,000
Operating Assets \| 1725-35 Hughes Landing Boulevard
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.01%
Mortgages, notes, and loans payable, gross																							$ 89,677,000	47,513,000
Net worth required to be maintained																							$ 143,000,000
Operating Assets \| Hughes Landing Hotel
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.86%
Mortgages, notes, and loans payable, gross																							$ 20,064,000
Net worth required to be maintained																							$ 37,100,000
Operating Assets \| Hughes Landing Retail
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.31%
Mortgages, notes, and loans payable, gross																							$ 28,726,000	17,424,000
Net worth required to be maintained																							$ 36,575,000
Operating Assets \| 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 \| 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 \| 110 N Wacker
Mortgages, notes and loans payable
Interest rate (as a percent)																							5.21%
Mortgages, notes, and loans payable, gross																							$ 26,481,000	29,000,000
Fixed interest rate per swap (as a percent)																							5.21%
Corporate recourse guarantee amount																							$ 7,000,000
Operating Assets \| 9303 New Trails
Mortgages, notes and loans payable
Interest rate (as a percent)																							4.88%
Mortgages, notes, and loans payable, gross																							$ 12,734,000	13,074,000
Operating Assets \| Outlet Collection at Riverwalk
Mortgages, notes and loans payable
Interest rate (as a percent)																							3.11%
Mortgages, notes, and loans payable, gross																							$ 56,100,000	47,118,000
Variable rate basis																		one-month LIBOR
Decrease in exposure of outstanding principal (as a percent)																							25.00%
Percentage of debt yield to draw additional loan proceeds																							11.00%
Net worth required to be maintained																							$ 64,400,000
Recourse on loan (as a percent)																							50.00%
Operating Assets \| 3831 Technology Forest Drive
Mortgages, notes and loans payable
Interest rate (as a percent)																							4.50%
Mortgages, notes, and loans payable, gross																							$ 22,759,000
Fixed interest rate (as a percent)																											4.50%
Total mortgages, notes and loans payable																											$ 23,000,000
Operating Assets \| The Woodlands Resort and Conference Center
Mortgages, notes and loans payable
Interest rate (as a percent)																							3.11%
Mortgages, notes, and loans payable, gross			$ 85,000,000																				$ 85,000,000	76,027,000
Interest rate margin (as a percent)			2.75%
Number of extension options \| item			2
Option to extend, term			1 year
Total mortgages, notes and loans payable			$ 95,000,000
Operating Assets \| Ward Village
Mortgages, notes and loans payable
Interest rate (as a percent)																							3.42%
Outstanding balance																							$ 143,000,000
Mortgages, notes, and loans payable, gross																							$ 238,716,000	238,716,000
Fixed interest rate per swap (as a percent)																							3.81%
Undrawn and available borrowing capacity																							$ 0
Net worth required to be maintained																							250,000,000
Maximum facility amount at first extension option																							$ 200,000,000
Operating Assets \| 2025 Waterway Avenue
Mortgages, notes and loans payable
Interest rate (as a percent)																							4.79%
Mortgages, notes, and loans payable, gross																							$ 14,112,000	14,330,000
Operating Assets \| 3 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)																							3.94%
Mortgages, notes, and loans payable, gross																							$ 52,000,000	52,000,000					$ 52,000,000
Fixed interest rate (as a percent)																													3.94%
Number of stories of building to be constructed with loan proceeds \| item																													11
Area of office building to be constructed using proceeds from loan \| ft²																													232,000
Total mortgages, notes and loans payable																													$ 43,300,000
Operating Assets \| 4 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)																							4.88%
Mortgages, notes, and loans payable, gross																							$ 37,293,000	38,289,000
Operating Assets \| One Lakes Edge
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.86%
Mortgages, notes, and loans payable, gross																							$ 67,517,000	$ 40,787,000
Net worth required to be maintained																							73,525,000
Operating Assets \| Outlet at Riverwalk Properties \| Construction Loan Payable \| Recourse Debt
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 to achieve the reduced maximum percentage recourse																							11.00%
Time period of minimum level of tenant sales needed to achieve the reduced maximum percent recourse																							12 months
Strategic Developments
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																							$ 84,446,000
Strategic Developments \| Summerlin
Mortgages, notes and loans payable
Variable rate basis												one-month LIBOR
Interest rate margin (as a percent)												2.25%
Maximum percentage recourse upon achievement of conditions												10.00%
Time period of minimum level of tenant sales needed to achieve the reduced maximum percent recourse												12 months
Debt instruments debt services coverage ratio												1.25
Number of extension options \| item												2
Option to extend, term												1 year
Total mortgages, notes and loans payable												$ 311,800,000
Strategic Developments \| Summerlin \| Minimum
Mortgages, notes and loans payable
Percentage of occupancy after lease is executed												90.00%
Strategic Developments \| Hughes Landing Hotel
Mortgages, notes and loans payable
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
Total mortgages, notes and loans payable									$ 37,100,000
Strategic Developments \| Hughes Landing Retail
Mortgages, notes and loans payable
Variable rate basis																one-month LIBOR
Interest rate margin (as a percent)																1.95%
Extension period at borrower's option																1 year
Number of extension options \| item																2
Total mortgages, notes and loans payable																$ 36,600,000
Area of real estate property to be constructed (in square feet) \| ft²																123,000
Strategic Developments \| Alden Bridge Self Storage Facility
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.96%
Outstanding balance																							$ 6,658,000
Strategic Developments \| Alden Bridge Self Storage Facility \| Construction Loan Payable
Mortgages, notes and loans payable
Interest rate margin (as a percent)																			2.60%
Number of extension options \| item																			2
Option to extend, term																			1 year
Total mortgages, notes and loans payable																			$ 6,700,000
Strategic Developments \| Alden Bridge Self Storage Facility \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis																			one-month LIBOR
Strategic Developments \| Lakeland Village Center
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.71%
Net worth required to be maintained																							$ 14,000,000
Strategic Developments \| Lakeland Village Center \| Construction Loan Payable
Mortgages, notes and loans payable
Interest rate margin (as a percent)					2.35%
Total mortgages, notes and loans payable					$ 14,000,000
Strategic Developments \| Lakeland Village Center \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis					one-month LIBOR
Strategic Developments \| Three Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)																							2.71%
Mortgages, notes, and loans payable, gross																							$ 23,268,000
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
Net worth required to be maintained																							$ 65,455,000
Total mortgages, notes and loans payable							$ 65,500,000
Strategic Developments \| One Lakes Edge
Mortgages, notes and loans payable
Variable rate basis																	one-month LIBOR
Interest rate margin (as a percent)																	2.50%
Total mortgages, notes and loans payable																	$ 73,500,000
Strategic Developments \| Waiea And Anaha Condominiums
Mortgages, notes and loans payable
Interest rate (as a percent)																							7.11%
Mortgages, notes, and loans payable, gross																							$ 27,817,000
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
Net worth required to be maintained																							$ 600,000,000
Total mortgages, notes and loans payable								$ 600,000,000
Strategic Developments \| Waterway Square Hotel
Mortgages, notes and loans payable
Interest rate (as a percent)																							3.01%
Mortgages, notes, and loans payable, gross																							$ 33,361,000
Net worth required to be maintained																							$ 69,300,000
Strategic Developments \| Waterway Hotel
Mortgages, notes and loans payable
Variable rate basis										one-month LIBOR
Interest rate margin (as a percent)										2.65%
Option to extend, term										1 year
Number of rooms in property securing debt (in rooms) \| room										302
Total mortgages, notes and loans payable										$ 69,300,000
Strategic Developments \| Hughes Landing Multi Family
Mortgages, notes and loans payable
Number of extension options \| item																	2
Option to extend, term																	1 year
Strategic Developments \| Two Office Buildings
Mortgages, notes and loans payable
Variable rate basis													one-month LIBOR
Interest rate margin (as a percent)													1.65%
Option to extend, term													1 year
Total mortgages, notes and loans payable													$ 143,000,000
Strategic Developments \| One Merriweather \| Construction Loan Payable
Mortgages, notes and loans payable
Option to extend, term	1 year
Total mortgages, notes and loans payable	$ 49,900,000
Strategic Developments \| One Merriweather \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)	2.15%
Variable rate basis	one-month LIBOR
Strategic Developments \| HHC 2978 Self Storage Facility [Member] \| Construction Loan Payable
Mortgages, notes and loans payable
Variable rate basis		one-month LIBOR
Number of extension options \| item		2
Option to extend, term		1 year
Total mortgages, notes and loans payable		$ 6,400,000
Strategic Developments \| HHC 2978 Self Storage Facility [Member] \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)		2.60%

INCOME TAXES (Details) $ in Thousands	12 Months Ended
INCOME TAXES (Details) $ in Thousands	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($) property	Dec. 31, 2013 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	May 06, 2011 USD ($)
Provision for (benefit from) income taxes
Current	$ 2,849	$ (2,050)	$ 1,218
Deferred taxes	21,152	65,010	8,352
Provision for (benefit from) income taxes	24,001	62,960	9,570
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes
Tax at statutory rate on earnings from continuing operations before income taxes	52,751	13,800	(22,477)
Increase (decrease) in valuation allowance, net	1,742	5,602	(88,826)
State income taxes, net of Federal income tax benefit	267	1,320	1,562
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes		(512)	(2,648)
Tax (benefit) expense from change in rates and other permanent differences	(7,361)	(12,193)	4,339
Set up deferred tax liability related to captive REIT		(1,068)	53,973
Non-deductible warrant liability (gain) loss	(20,412)	21,182	63,695
Non-taxable interest income		18,373	(363)
Uncertain tax position (benefit) expense, excluding interest	(2,483)	2,395	(1,034)
Uncertain tax position interest, net of Federal income tax benefit	(503)	14,061	1,349
Provision for (benefit from) income taxes	24,001	62,960	$ 9,570
Tax credit carryforwards - Federal AMT				$ 3,667
Additional Disclosures
Gross deferred tax assets				327,370	$ 335,674
Gross deferred tax liabilities				396,631	379,661
Valuation allowance				19,960	18,218
Deferred Tax Assets Valuation Allowance Percentage							100.00%
Percentage of deferred tax asset realized on successful implementation of tax planning			90.00%
Deferred tax assets:
Operating and Strategic Development properties, primary differences in basis of assets and liabilities				213,090	201,303
Interest deduction carryforwards				79,781	80,520
Operating loss and tax credit carryforwards				34,499	53,851
Total deferred tax assets				327,370	335,674
Valuation allowance				(19,960)	(18,218)
Total net deferred tax assets				307,410	317,456
Deferred tax liabilities:
Property Associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs				(218,842)	(212,093)
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities				(42,860)	(47,355)
Deferred income				(134,929)	(120,213)
Total deferred tax liabilities				(396,631)	(379,661)
Net deferred tax liabilities				(89,221)	(62,205)
Proceeds From Settlement Of Tax Indemnity Receivable		138,000
Interest expense related to unrecognized tax benefits	100	21,600	$ 2,100
Unrecognized tax benefits, excluding interest	184,200	90,532	95,917	36,524	184,200	$ 90,532	$ 95,917
Accrued interest related to unrecognized tax benefits				300
Unrecognized tax benefits that would impact effective tax rate				0	0	$ 0
Unrecognized tax benefits
Unrecognized Tax Benefits, Beginning Balance	184,200	90,532	95,917
Gross increases - tax positions in prior period		93,668	9,162
Gross decreases - tax positions in prior periods	(147,676)		(14,547)
Unrecognized Tax Benefits, Ending Balance	36,524	184,200	90,532
Reduction in uncertain tax benefits due to payments	$ 0	144,100	$ 0
Unrecognized tax benefits, excluding accrued interest, which could significantly increase or decrease during the next twelve months				36,500
Deferred Tax Liabilities
Deferred tax liabilities:
Reclassification of uncertain tax position liability		39,000
Income Tax Receivable
Deferred tax liabilities:
Reclassification of uncertain tax position liability		2,500
State and Local Jurisdiction
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes
Net operating loss carryforwards				175,346
Internal Revenue Service (IRS)
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes
Net operating loss carryforwards				52,571
Head Acquisition LP
Additional Disclosures
Deferred tax assets previously believed to have had only a remote possibility of realization recorded in the current period							$ 76,400
General Growth Properties
Deferred tax liabilities:
Percentage of certain taxes indemnified by related party	93.75%
Amount of combined deficiencies determined by the IRS sought to be overturned by the petition filed								$ 144,100
Proceeds From Settlement Of Tax Indemnity Receivable		$ 138,000
Number of office properties from settlement \| property		6
Value Of Buildings Received From Settlement Of Tax Indemnity Receivable		$ 130,000
Non-cash charges	$ 74,000
Consideration received	$ 268,000
Percentage of deferred tax assets liabilities	100.00%
Unrecognized tax benefits, excluding interest	$ 85,100	85,100		$ 81,500	85,100
Unrecognized tax benefits
Unrecognized Tax Benefits, Beginning Balance	85,100
Unrecognized Tax Benefits, Ending Balance	81,500	$ 85,100
General Growth Properties \| Maximum
Deferred tax liabilities:
Amount of certain taxes indemnified by related party	$ 303,800
Victoria Ward Limited
Deferred tax liabilities:
Deferred Tax Liabilities Excess Book Over Tax Basis					$ 46,900

COMMITMENTS AND CONTINGENCIES (Minimum Rentals Under Non-Cancelable Operating Leases) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
COMMITMENTS AND CONTINGENCIES
Amount of outstanding letters of credit and surety bonds	$ 86,100	$ 53,700
Contractual rental expense, including participation rent	9,100	$ 7,300	$ 6,300
Ground lease payments
2016	8,766
2017	9,391
2018	8,718
2019	7,741
2020	7,744
Subsequent/Other	304,660
Total	$ 347,020

COMMITMENTS AND CONTINGENCIES (Summary of South Street Seaport Contingencies) (Details) - USD ($)		12 Months Ended		39 Months Ended
	Jun. 27, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015
Commitments
Pre-tax gain recognized in Other (income)/expense		$ 300,000
South Street Seaport Ground Lease
Commitments
Annual fixed rent	$ 1,200,000
Annual rent escalation rate (as a percent)	3.00%
Additional annual rent payments to be made through the term of the lease	$ 210,000
Rent credit to be received		$ 1,500,000		$ 1,500,000
Maximum period for rent credit		30 months
Damage Due to Flooding
Commitments
Insurance recoveries collected				$ 47,900,000
Pre-tax gain recognized in Other (income)/expense		$ 300,000	$ 24,600,000

OTHER ASSETS AND LIABILITIES (Details) $ in Thousands	12 Months Ended
OTHER ASSETS AND LIABILITIES (Details) $ in Thousands	Dec. 31, 2015 USD ($) item	Dec. 31, 2014 USD ($)
Prepaid Expenses and Other Assets
Condominium receivables	$ 191,037
Condominium deposits	55,749	$ 151,592
Special Improvement District receivable	72,558	33,318
Equipment, net of accumulated depreciation of $3.5 million and $2.4 million, respectively	18,772	20,284
Security and escrow deposits	17,599	9,829
Tenant incentives and other receivables	10,480	14,264
Prepaid expenses	8,474	9,196
Federal income tax receivable	11,972	8,629
Intangibles	4,045	3,593
Uncertain tax position asset	112	383
Other	5,347	2,014
Total prepaid expenses and other assets	441,190	310,136
Accumulated depreciation on other equipment	3,900	2,400
2016	168,300
2017	22,700
Increase in security and escrow deposits	7,800
Increase (decrease) in acquired in-place leases	10,600
Accounts Payable and Accrued Expenses
Construction payables	185,731	170,935
Condominium deposits	50,192	82,150
Accounts payable and accrued expenses	33,928	34,154
Accrued payroll and other employee liabilities	31,271	25,838
Tenant and other deposits	31,193	12,756
Accrued interest	16,504	14,791
Accrued real estate taxes	15,134	9,903
Interest rate swaps liability	4,217	3,144
Membership deposits		21,023
Other	31,949	23,376
Total accounts payable and accrued expenses	515,354	466,017
Increase in accounts payable and accrued expenses	49,300
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase in prepaid expenses and other assets	131,100
Increase (decrease) in condominium deposits	191,000
Increase in tenant and other receivables	39,200
Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Expenses
Increase in tenant and other deposits	$ 18,400
Ward Village
Accounts Payable and Accrued Expenses
Number of new market rate towers \| item	2
Increase in construction payable	$ 14,800
Increase in condominium deposits	32,000
Ward Village \| Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase (decrease) in condominium deposits	95,800
Accounts Payable and Accrued Expenses
Increase in deferred income	47,400
The Club at Carlton Woods
Accounts Payable and Accrued Expenses
Increase in membership deposits	21,000
Leases, Acquired-in-Place
Prepaid Expenses and Other Assets
Net carrying amount	22,139	32,715
Ground Leases below Market
Prepaid Expenses and Other Assets
Net carrying amount	19,325	19,663
Tenant Leases above Market
Prepaid Expenses and Other Assets
Net carrying amount	3,581	4,656
Ground Leases above Market \| Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Expenses
Deferred income	113,122	65,675
Above-market ground leases	$ 2,113	$ 2,272

INTANGIBLES (Details) - USD ($) $ in Thousands	12 Months Ended
INTANGIBLES (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Intangible assets and liabilities
Amortization/accretion of intangible assets and liabilities	$ 10,300	$ 1,800	$ 3,100
Estimated future amortization
2016	8,400
2017	8,000
2018	5,000
2019	800
2020	400
Thereafter	15,500
Leases, Acquired-in-Place
Intangible assets and liabilities
Gross Assets	39,129	39,634
Accumulated Amortization	(16,990)	(6,919)
Net Carrying Amount	22,139	32,715
Tenant Leases above Market
Intangible assets and liabilities
Gross Assets	5,333	5,342
Accumulated Amortization	(1,752)	(686)
Net Carrying Amount	3,581	4,656
Tenant Leases below Market
Intangible assets and liabilities
Gross Liability	(6,163)	(6,184)
Accumulated Accretion	1,350	296
Net Carrying Amount	(4,813)	(5,888)
Ground Leases above Market
Intangible assets and liabilities
Gross Liability	(3,545)	(3,545)
Accumulated Accretion	1,432	1,273
Net Carrying Amount	(2,113)	(2,272)
Ground Leases below Market
Intangible assets and liabilities
Gross Assets	23,096	23,096
Accumulated Amortization	(3,771)	(3,433)
Net Carrying Amount	$ 19,325	$ 19,663

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) $ in Millions	1 Months Ended	12 Months Ended
	Dec. 31, 2015 USD ($) item	Dec. 31, 2015 USD ($) item	Dec. 31, 2014 USD ($) item
Interest Rate Swap
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	$ 250.0	$ 250.0
Number of derivative agreements entered into \| item	3
Number of derivative instruments held \| item	3	3	3
Interest low Rate (as a percent)	2.623%	2.623%
Interest high Rate (as a percent)	2.675%	2.675%
Term of contract (in years)	10 years
Estimated additional amount to be reclassified as an increase to interest expense		$ 1.7
Interest Rate Swap \| Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	$ 209.5	$ 209.5	$ 172.0
Interest Rate Cap \| Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges			$ 100.0

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Schedule of Financial Instruments Included in Balance Sheet) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Interest Rate Swap \| Designated as Hedging Instrument \| Accounts Payable and Accrued Liabilities
Fair value of derivative instruments
Derivative liabilities	$ 4,217	$ 3,144

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Impact of Financial Instruments on Statement of Operations) (Details) - Cash Flow Hedging - Interest Rate Swap - Interest Expense - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	$ (1,705)	$ (1,192)
Amount of Gain (Loss) Reclassified from AOCI into Earnings	$ (1,745)	$ (2,195)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Schedule of Changes in Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance at the beginning of the period	$ (7,712)	$ (8,222)
Other comprehensive income (loss) before reclassifications	(1,922)	(1,685)
Loss reclassified from accumulated other comprehensive loss to net income (loss)	1,745	2,195
Other comprehensive income (loss)	(177)	510	$ 1,353
Balance at the end of the period	$ (7,889)	$ (7,712)	$ (8,222)