View Filing Data

Unobservable Inputs

Expected
Volatility (a)

Marketability
Discount (b)

March 31, 2016

8.0% - 10.0%

December 31, 2015

10.0% - 12.0%

Print Document View Excel Document

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2016	May 02, 2016
Document and Entity Information
Entity Registrant Name	Howard Hughes Corp
Entity Central Index Key	0001498828
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		39,823,786
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Investment in real estate:
Master Planned Community assets	$ 1,647,947	$ 1,642,842
Land	325,412	322,462
Buildings and equipment	1,884,772	1,772,401
Less: accumulated depreciation	(252,095)	(232,969)
Developments	806,862	1,036,927
Net property and equipment	4,412,898	4,541,663
Investment in Real Estate and Other Affiliates	56,295	57,811
Net investment in real estate	4,469,193	4,599,474
Cash and cash equivalents	736,834	445,301
Accounts receivable, net	29,118	32,203
Municipal Utility District receivables, net	157,282	139,946
Notes receivable, net	25,076	1,664
Deferred expenses, net	63,532	61,804
Prepaid expenses and other assets, net	550,939	441,190
Total assets	6,031,974	5,721,582
Liabilities:
Mortgages, notes and loans payable	2,543,638	2,443,962
Deferred tax liabilities	141,972	89,221
Warrant liabilities	277,940	307,760
Uncertain tax position liability	3,340	1,396
Accounts payable and accrued expenses	564,621	515,354
Total liabilities	3,531,511	3,357,693
Commitments and Contingencies (see Note 10)
Equity:
Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued
Common stock: $.01 par value; 150,000,000 shares authorized, 39,832,176 shares issued and 39,823,786 outstanding as of March 31, 2016 and 39,714,838 shares issued and outstanding as of December 31, 2015	398	398
Additional paid-in capital	2,851,343	2,847,823
Accumulated deficit	(336,450)	(480,215)
Accumulated other comprehensive loss	(17,760)	(7,889)
Treasury stock, at cost, 8,390 shares as of March 31, 2016 and 0 shares as of December 31, 2015	840
Total stockholders' equity	2,496,691	2,360,117
Noncontrolling interests	3,772	3,772
Total equity	2,500,463	2,363,889
Total liabilities and equity	$ 6,031,974	$ 5,721,582

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	39,832,176	39,714,838
Common stock, shares outstanding	39,714,838	39,714,838
Treasury stock, shares held	8,390	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenues:
Condominium rights and unit sales	$ 122,094	$ 34,857
Master Planned Community land sales	41,942	48,081
Minimum rents	41,309	35,194
Builder price participation	4,647	5,698
Tenant recoveries	10,528	9,667
Hospitality revenues	12,909	12,003
Other land revenues	3,033	3,293
Other rental and property revenues	3,204	6,297
Total revenues	239,666	155,090
Expenses and other income:
Condominium rights and unit cost of sales	74,815	22,409
Master Planned Community cost of sales	15,688	23,896
Master Planned Community operations	9,594	9,983
Other property operating costs	15,742	18,145
Rental property real estate taxes	6,748	6,200
Rental property maintenance costs	3,132	2,744
Hospitality expenses	10,475	9,078
Provision for doubtful accounts	3,041	809
Demolition costs	472	117
Development-related marketing costs	4,531	6,243
General and administrative	20,324	18,963
Other income	(359)	(1,464)
Gain on sale of 80 South Street Assemblage	(140,479)
Depreciation and amortization	22,972	21,510
Total expenses, net of other income	46,696	138,633
Operating income	192,970	16,457
Interest income	269	136
Interest expense	(15,993)	(13,246)
Warrant liability gain (loss)	29,820	(108,810)
Equity in earnings from Real Estate and Other Affiliates	1,932	1,788
Income (loss) before taxes	208,998	(103,675)
Provision for income taxes	65,233	2,284
Net income (loss)	143,765	(105,959)
Net income (loss) attributable to common stockholders	$ 143,765	$ (105,959)
Basic income (loss) per share: (in dollars per share)	$ 3.64	$ (2.68)
Diluted income (loss) per share: (in dollars per share)	$ 2.69	$ (2.68)

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

3 Months Ended

Mar. 31, 2016

Mar. 31, 2015

Comprehensive income (loss), net of tax:

Net income (loss)

$ 143,765

$ (105,959)

Other comprehensive income (loss):

Interest rate swaps

^[1]

(9,808)

512

Capitalized swap interest expense

^[2]

(63)

(59)

Other comprehensive income (loss)

(9,871)

453

Comprehensive income (loss)

133,894

(105,506)

Comprehensive income (loss) attributable to common stockholders

$ 133,894

$ (105,506)

[1]	Amount is shown net of deferred tax benefit of $5.3 million and deferred tax expense of $0.1 million for the three months ended March 31, 2016 and 2015, respectively.
[2]	Net of deferred tax benefit of $0.1 million for both the three months ended March 31, 2016 and 2015.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense	$ (5.3)	$ 0.1
Capitalized swap interest, deferred tax benefit	$ 0.1	$ 0.1

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

Common Stock [Member]

Additional Paid-in Capital [Member]

Accumulated Deficit [Member]

Accumulated Other Comprehensive Income (Loss) [Member]

Treasury Stock [Member]

Noncontrolling Interest [Member]

Total

Balance at the beginning of the period at Dec. 31, 2014

$ 396

$ 2,838,013

$ (606,934)

$ (7,712)

$ 3,743

$ 2,227,506

Balance at the beginning of the period, shares at Dec. 31, 2014

39,638,094

Increase (Decrease) in Stockholders' Equity

Net income (loss)

(105,959)

Preferred dividend payment on behalf of REIT subsidiary

Interest rate swaps, net of tax

512

^[1]

Capitalized swap interest, net of tax benefit

(59)

^[2]

Stock plan activity

$ 1

1,696

(1)

1,696

Stock plan activity, shares

69,241

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

$ 397

2,839,709

(712,894)

(7,259)

3,772

2,123,725

Balance at the end of the period, shares at Mar. 31, 2015

39,707,335

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

$ 398

2,847,823

(480,215)

(7,889)

3,772

2,363,889

Balance at the beginning of the period, shares at Dec. 31, 2015

39,714,838

Increase (Decrease) in Stockholders' Equity

Net income (loss)

143,765

Interest rate swaps, net of tax

(9,808)

^[1]

Capitalized swap interest, net of tax benefit

(63)

^[2]

Stock plan activity

3,520

Stock plan activity, shares

117,338

Treasury stock activity

$ (840)

(840)

Treasury stock activity, shares

(8,390)

Balance at the end of the period at Mar. 31, 2016

$ 398

$ 2,851,343

$ (336,450)

$ (17,760)

$ (840)

$ 3,772

$ 2,500,463

Balance at the end of the period, shares at Mar. 31, 2016

39,832,176

(8,390)

[1]	Amount is shown net of deferred tax benefit of $5.3 million and deferred tax expense of $0.1 million for the three months ended March 31, 2016 and 2015, respectively.
[2]	Net of deferred tax benefit of $0.1 million for both the three months ended March 31, 2016 and 2015.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows from Operating Activities:
Net income (loss)	$ 143,765	$ (105,959)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation	19,496	17,087
Amortization	3,476	4,423
Amortization of deferred financing costs	1,685	1,569
Amortization of intangibles other than in-place leases	(186)	421
Straight-line rent amortization	(2,792)	(1,886)
Deferred income taxes	60,571	2,127
Restricted stock and stock option amortization	2,722	1,696
Gain on disposition of 80 South Street Assemblage	(140,479)
Warrant liability (gain) loss	(29,820)	108,810
Equity in earnings from Real Estate and Other Affiliates, net of distributions	944	1,264
Provision for doubtful accounts	3,041	809
Master Planned Community land acquisitions	(69)	(1,101)
Master Planned Community development expenditures	(34,468)	(37,343)
Master Planned Community cost of sales	15,450	21,782
Condominium development expenditures	(64,363)	(34,439)
Condominium rights and unit cost of sales	74,815	22,409
Percentage of completion revenue recognition from sale of condominium rights and units	(122,094)	(34,857)
Net changes:
Accounts and notes receivable	4,564	(2,880)
Prepaid expenses and other assets	3,139	(1,312)
Condominium deposits received	17,381	9,572
Deferred expenses	(578)	1,572
Accounts payable and accrued expenses	8,745	(7,735)
Condominium deposits held in escrow	(17,381)	(9,572)
Condominium deposits released from escrow	10,607	21,606
Other, net	(532)	35
Cash used in operating activities	(42,361)	(21,902)
Cash Flows from Investing Activities:
Property and equipment expenditures	(5,855)	(2,221)
Operating property improvements	(2,670)	(1,857)
Property developments and redevelopments	(110,918)	(218,550)
Proceeds from disposition of 80 South Street Assemblage, net	378,257
Distributions from Real Estate and Other Affiliates	7,070	8,933
Note issued to Real Estate Affiliate	(25,000)
Investments in Real Estate and Other Affiliates, net	(6,498)	(436)
Change in restricted cash	4,785	1,707
Cash provided by (used in) investing activities	239,171	(212,424)
Cash Flows from Financing Activities:
Proceeds from mortgages, notes and loans payable	98,616	137,566
Principal payments on mortgages, notes and loans payable	(1,981)	(4,923)
Deferred financing costs	(1,072)	(396)
Taxes paid on vested restricted stock	(840)
Cash provided by financing activities	94,723	132,247
Net change in cash and cash equivalents	291,533	(102,079)
Cash and cash equivalents at beginning of period	445,301	560,451
Cash and cash equivalents at end of period	736,834	458,372
Supplemental Disclosure of Cash Flow Information:
Interest paid	15,236	10,471
Interest capitalized	13,959	11,264
Income taxes paid	181	210
Non-Cash Transactions:
Special Improvement District bond transfers associated with land sales	32	2,114
Property developments and redevelopments		(3,534)
Accrued interest included in construction loan payable	2,429	905
Capitalized stock compensation	$ 798
MPC Land contributed to Real Estate Affiliate		15,231
Special Improvement District bond transfer to The Summit		$ (1,518)

BASIS OF PRESENTATION AND ORGANIZATION	3 Months Ended
BASIS OF PRESENTATION AND ORGANIZATION	Mar. 31, 2016
BASIS OF PRESENTATION AND ORGANIZATION
BASIS OF PRESENTATION AND ORGANIZATION	NOTE 1 BASIS OF PRESENTATION AND ORGANIZATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), with intercompany transactions eliminated between consolidated subsidiaries for interim financial statements and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as issued by the Securities and Exchange Commission (the “SEC”). Such condensed consolidated financial statements do not include all of the information and disclosures required by GAAP for complete financial statements. In addition, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) should refer to The Howard Hughes Corporation’s (“HHC” or the “Company”) audited Consolidated Financial Statements which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2015. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. Certain amounts in 2015 have been reclassified to conform to 2016 presentation. The results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016. Management has evaluated for disclosure or recognition all material events occurring subsequent to the date of the condensed consolidated financial statements up to the date and time this Quarterly Report was filed.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	3 Months Ended
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	Mar. 31, 2016
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	NOTE 2 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02, ‘‘Leases.’’ ASU 2016-02, codified in Accounting Standards Codification (“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 ASU 2016-02 on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” 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 variable interest entity (“VIE”) per consolidation guidance in ASC 810-10-65; and (3) a reporting entity is the primary beneficiary of a VIE. The effective date of the standard is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies. We adopted the standard as of January 1, 2016, and there was no impact on our consolidated financial statements. In May 2014, the FASB and 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 on our consolidated financial statements. In August 2014, the 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.” 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 and interim periods ending after December 15, 2016 and for annual and interim periods thereafter. We do not expect the adoption of this ASU to have an impact on our consolidated financial statements.

- Definition

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6510796

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=56949863&loc=d3e22583-107794

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56949863&loc=d3e22580-107794

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
-URI http://asc.fasb.org/extlink&oid=27015980&loc=d3e46468-122699

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56949863&loc=d3e22499-107794

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=51655806&loc=d3e765-108305

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=51655806&loc=d3e725-108305

+ Details

SPONSOR AND MANAGEMENT WARRANTS	3 Months Ended
SPONSOR AND MANAGEMENT WARRANTS	Mar. 31, 2016
SPONSOR AND MANAGEMENT WARRANTS
SPONSOR 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, were issued pursuant to such agreements at fair value in exchange for a combined total of approximately $19.0 million in cash from such executives at the commencement of their respective employment. Mr. Weinreb and Mr. Herlitz’s warrants have exercise prices of $42.23 per share and Mr. Richardson’s warrants have an exercise price of $54.50 per share. Generally, the Management Warrants become exercisable in November 2016 and expire in February 2018. As of March 31, 2016, the estimated $109.0 million fair value for the Sponsor Warrants representing warrants to purchase 1,916,667 shares and the estimated $168.9 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares have been recorded as liabilities because the holders of these warrants could require us to settle such warrants in cash upon a change of control. The estimated fair values for the outstanding Sponsor Warrants and Management Warrants were $123.1 million and $184.7 million, respectively, as of December 31, 2015. The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data, as further discussed in Note 7 – Fair Value of Financial Instruments. Decreases and increases in the fair value of the Sponsor Warrants and the Management Warrants are recognized as either warrant liability gains or losses, respectively, in the condensed consolidated statements of operations.

- Definition

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

+ References + Details

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2016

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 4 EARNINGS PER SHARE

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

Information related to our EPS calculations is summarized as follows:


	Three Months Ended March 31,
(In thousands, except per share amounts)	2016		2015
Basic EPS:
Numerator:
Net income (loss)	$	143,765	$	(105,959)
Net income attributable to noncontrolling interests		—		—
Net income (loss) attributable to common stockholders	$	143,765	$	(105,959)

Denominator:
Weighted average basic common shares outstanding		39,473		39,465

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	143,765	$	(105,959)
Less: Warrant liability gain		(29,820)		—
Adjusted net income (loss) attributable to common stockholders	$	113,945	$	(105,959)

Denominator:
Weighted average basic common shares outstanding		39,473		39,465
Restricted stock and stock options		357		—
Warrants		2,570		—
Weighted average diluted common shares outstanding		42,400		39,465


Basic income (loss) per share:	$	3.64	$	(2.68)


Diluted income (loss) per share:	$	2.69	$	(2.68)

The diluted EPS computation for the three months ended March 31, 2016 excludes 392,000 stock options and 37,440 shares of restricted stock because their inclusion would have been anti-dilutive.

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

RECENT TRANSACTIONS	3 Months Ended
RECENT TRANSACTIONS	Mar. 31, 2016
RECENT TRANSACTIONS
RECENT TRANSACTIONS	NOTE 5 RECENT TRANSACTIONS On March 16, 2016, we sold the 80 South Street Assemblage (“80 South Street”) for net cash proceeds of $378.3 million, resulting in a pre-tax gain of $140.5 million. 80 South Street was comprised of a 42,694 square foot lot with certain air rights, providing total residential and commercial development rights of 817,784 square feet that had been acquired over the course of 2014 and 2015.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479

+ Details

IMPAIRMENT	3 Months Ended
IMPAIRMENT	Mar. 31, 2016
IMPAIRMENT
IMPAIRMENT	NOTE 6 IMPAIRMENT We review our real estate assets 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 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. Each investment in Real Estate and Other Affiliates is evaluated periodically for recoverability and valuation declines that are other-than-temporary. If the decrease in value of our investment in a Real Estate and Other Affiliate is deemed to be other-than-temporary, our investment in such Real Estate and Other Affiliate is reduced to its estimated fair value. No impairment charges were recorded during the three months ended March 31, 2016 or March 31, 2015. We continually evaluate our strategic alternatives with respect to each of our properties and may revise our strategy from time to time, including our intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, we may decide to sell property that is held for use, and the sale price may be less than the carrying amount. As a result, these changes in strategy could result in impairment charges in future periods.

FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2016

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:


	March 31, 2016								December 31, 2015
	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	$	—	$	—	$	18	$	18	$	—	$	—
Liabilities:
Warrants		277,940		—		—		277,940		307,760		—		—		307,760
Interest Rate Swaps & Caps		3,099		—		3,099		—		4,217		—		4,217		—

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 roll forward of the valuation of our Sponsor and Management Warrants:


(In thousands)	2016		2015
Balance as of January 1	$	307,760	$	366,080
Warrant liability (gain)/loss (a)		(29,820)		108,810
Balance as of March 31	$	277,940	$	474,890

(a)	All (gains) and losses during 2016 and 2015 were unrealized. Changes in the fair value of the Sponsor and 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. Generally, 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, but the impact of the volatility on fair value diminishes as the market value of the stock increases above the strike price. 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 as of March 31, 2016 and December 31, 2015 are as follows:

(a)

Based on our implied equity volatility.

(b)

Represents the discount rate for lack of marketability of the Management Warrants.

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


		March 31, 2016				December 31, 2015
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and cash equivalents	Level 1	$	736,816	$	736,816	$	445,283	$	445,283
Notes receivable, net (a)	Level 3		25,076		25,076		1,664		1,664

Liabilities:
Fixed-rate debt	Level 2	$	1,113,866	$	1,110,712	$	1,141,381	$	1,137,166
Variable-rate debt	Level 2		1,441,551		1,441,551		1,314,973		1,314,973

(a)

Notes receivable is shown net of an allowance of $0.7 million as of March 31, 2016 and $0.2 million as of December 31, 2015.

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 (please refer to Note 9 – Mortgages, Notes and Loans Payable), was estimated based on a discounted future cash payment model, which includes risk premiums and a risk free rate derived from the current London Interbank Offered Rate (“LIBOR”) or U.S. Treasury obligation interest rates. The discount rates reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The fair values of our Senior Notes, included in fixed rate debt in the table above, are based upon the last trade price closest to the end of the period presented.

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

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

- Definition

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

+ References + Details

REAL ESTATE AND OTHER AFFILIATES

3 Months Ended

Mar. 31, 2016

REAL ESTATE AND OTHER AFFILIATES

REAL ESTATE AND OTHER AFFILIATES

NOTE 8 REAL ESTATE AND OTHER AFFILIATES

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

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

We perform a qualitative assessment of each VIE to determine if we are the primary beneficiary, as required by ASC 810. A company has a controlling financial interest and must consolidate the VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s performance, and (2) “benefits,” defined as the obligation to absorb the losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. The variable interest model requires a reporting entity to reevaluate whether an entity is a VIE upon the occurrence of certain significant events as listed in ASC 810-10-35-4, including any event that changes the design of the entity and calls into question the entity’s sufficiency of equity at risk or characteristics of a controlling financial interest (i.e. amendments to legal governing documents, returns or additions of equity, curtailments or modifications to activities in a way that impacts the equity at risk, etc.).

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

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


	Economic/Legal Ownership				Carrying Value				Share of Earnings/Dividends
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
($ in Thousands)	2016		2015		2016		2015		2016		2015
Equity Method Investments
Master Planned Communities:
The Summit (a)	—	(a)	—	(a)	$	12,052	$	12,052	$	—	$	—
Operating Assets:
33 Peck Slip (a)	35.00	%	—	%		5,969		—		19		—
Millennium Woodlands Phase II, LLC (b) (c)	81.43	%	81.43	%				—		13		(661)
Stewart Title	50.00	%	50.00	%		3,567		3,715		102		194
Clark County Las Vegas Stadium, LLC (c)	50.00	%	50.00	%		10,891		11,050		(159)		(117)
The Metropolitan Downtown Columbia (d)	50.00	%	50.00	%		4,156		4,872		(717)		(319)
Woodlands Sarofim	20.00	%	20.00	%		2,631		2,588		53		40
Strategic Developments:
Circle T Ranch and Power Center	50.00	%	50.00	%		9,128		9,128		—		—
HHMK Development (c)	50.00	%	50.00	%		10		10		—		539
KR Holdings (a) (c)	50.00	%	50.00	%		753		689		5		365
m.flats (formerly Parcel C) (a)	50.00	%	50.00	%		106		7,070		—		—
Constellation (a) (c)	50.00	%	50.00	%		2,685		2,685		—		—
						51,948		53,859		(684)		41
Cost method investments						4,347		3,952		2,616		1,747
Investment in Real Estate and Other Affiliates					$	56,295	$	57,811	$	1,932	$	1,788

(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 third quarter 2014. The investment balance is in a deficit position, which is reported in Accounts payable and accrued expenses. We expect to recover the deficit when the property reaches stabilized occupancy.

(c)

Equity method variable interest entity (“VIE”).

(d)

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

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 $14.0 million and $21.5 million as of March 31, 2016 and December 31, 2015, respectively, and was classified as Investment in Real Estate and Other Affiliates in the condensed consolidated balance sheets.

As of March 31, 2016 approximately $137.8 million of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our share was approximately $75.2 million based upon our economic ownership. All of this indebtedness is without recourse to us.

We are the primary beneficiary of one VIE which is consolidated in the financial statements. The creditors of the consolidated VIE do not have recourse to us. As of March 31, 2016, 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, 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. 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

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 its capital contribution, and we have no further capital obligations. The gain 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 of the project. Development began in the second quarter 2015 with the first lot closings to begin in the second quarter 2016. Given the nature of the venture’s capital structure, our share of the venture’s income producing activities is recognized based on the Hypothetical Liquidation Book Value (“HLBV”) method.

33 Peck Slip

In January 2016, we entered into a joint venture with Grandview SHG, LLC (“Grandview”) to purchase a hotel located at 33 Peck Slip in the Seaport District of New York. We are in the process of evaluating with our partner potential development plans for the property. Our total investment in the joint venture was $6.0 million as of March 31, 2016.

We advanced a $25.0 million bridge loan maturing in May 2016 at a 5.0% interest rate to Grandview in order to expedite the acquisition. This amount is included in Notes receivable, net, on the condensed consolidated balance sheets.

m.flats (formerly Parcel C)

On October 4, 2013, we entered into a joint venture agreement with a local developer, Kettler, Inc. (“Kettler”), to construct an apartment complex with ground floor retail in downtown Columbia, Maryland. We contributed approximately five acres of land having a book value of $4.0 million to the joint venture and subsequently incurred an additional $3.1 million in capitalized development costs. Our land was valued at $23.4 million, or $53,500 per constructed unit. In January 2016, the venture closed on an $88.0 million construction loan which is non-recourse to us and bears interest at one-month LIBOR plus 2.40% with an initial maturity date of February 2020, with three, one-year extension options. At loan closing, Kettler contributed $16.1 million in cash, of which $7.3 million was distributed to us. This transaction was accounted for as a partial sale of the land for which we recognized a net profit of $0.2 million. After subsequent development spend, our net investment in this project was $0.1 million as of March 31, 2016.

Constellation

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. With our partner, we 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, is the development manager, funded all pre-development activities, obtained construction financing in the first quarter 2015 and provided guarantees required by the lender. The project is financed by a $15.8 million construction loan which is non-recourse to us, of which $6.1 million is outstanding as of March 31, 2016. 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.

MORTGAGES, NOTES AND LOANS PAYABLE

3 Months Ended

Mar. 31, 2016

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 9 MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:


	March 31,		December 31,
(In thousands)	2016		2015
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,060,664	$	1,087,642
Special Improvement District bonds		53,202		53,739
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,441,551		1,314,973
Deferred Financing Costs, net of accumulated amortization of $13.1 million and $12.7 million, respectively		(11,779)		(12,392)
Total mortgages, notes and loans payable	$	2,543,638	$	2,443,962

(a)

As more fully described below, $208.5 million and $209.5 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt as of March 31, 2016 and December 31, 2015, respectively.

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


					Maximum		Carrying Value
		Interest			Facility		March 31,		December 31,
($ In thousands)	Maturity (a)	Rate			Amount		2016		2015
Master Planned Communities
Bridgeland Credit Facility	November 2022	4.60	%		$	65,000	$	50,284	$	40,072
Summerlin South SID Bonds - S124	December 2019	5.95	%					159		159
Summerlin South SID Bonds - S128	December 2020	6.05	%					534		534
Summerlin South SID Bonds - S128C	December 2030	6.05	%					4,855		4,856
Summerlin South SID Bonds - S132	December 2020	6.00	%					1,645		1,676
Summerlin South SID Bonds - S151	June 2025	6.00	%					4,534		4,534
Summerlin South SID Bonds - S159	June 2035	6.00	%					9,020		9,020
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%					1,026		1,047
Summerlin West SID Bonds - S812	October 2035	6.00	%					27,844		28,328
The Woodlands Master Credit Facility	August 2018	3.19	%	(b)		200,000		192,663		192,663
Master Planned Communities Total								292,564		282,889

Operating Assets
10-60 Columbia Corporate Centers	May 2022	2.80	%	(b)(e)				80,000		80,000
70 Columbia Corporate Center	July 2019	2.69	%	(b)				20,000		20,000
Columbia Regional Building	March 2018	2.44	%	(b)		23,008		22,188		22,188
Downtown Summerlin	July 2019	2.69	%	(b)		311,800		291,950		289,804
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%					235		235
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					3,350		3,350
One Hughes Landing	December 2029	4.30	%					52,000		52,000
Two Hughes Landing	December 2030	4.20	%					48,000		48,000
1725-35 Hughes Landing Boulevard	June 2019	2.09	%	(b)		143,000		101,441		89,677
Hughes Landing Hotel	October 2020	2.94	%	(b)		37,100		23,824		20,064
Hughes Landing Retail	December 2018	2.39	%	(b)		36,575		32,399		28,726
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	%	(d)				25,537		26,481
9303 New Trails	December 2023	4.88	%					12,647		12,734
One Lakes Edge	November 2018	2.69	%	(b)		73,525		69,047		67,517
Outlet Collection at Riverwalk	October 2018	3.19	%	(b)		64,400		56,100		56,100
3831 Technology Forest Drive	March 2026	4.50	%					22,665		22,759
The Westin at The Woodlands	August 2019	3.09	%	(b)		69,300		49,658		33,361
The Woodlands Resort & Conference Center	December 2020	3.19	%	(b)				85,000		85,000
Ward Village	September 2016	3.46	%	(b)(c)		250,000		238,716		238,716
20/25 Waterway Avenue	May 2022	4.79	%					14,056		14,112
3 Waterway Square	August 2028	3.94	%					52,000		52,000
4 Waterway Square	December 2023	4.88	%					37,037		37,293
Capital lease obligations	various	3.60	%					49		52
Operating Assets Total								1,398,083		1,360,353

Strategic Developments
HHC 2978 Self Storage Facility	January 2022	3.04	%	(b)		6,368		—		—
HHC 242 Self Storage Facility	October 2021	3.04	%	(b)		6,658		—		—
Lakeland Village Center	May 2020	2.79	%	(b)		14,000		6,694		—
One Merriweather	February 2020	2.59	%	(b)		49,900		—		—
Three Hughes Landing	December 2019	2.79	%	(b)		65,455		28,710		23,268
Waiea and Anaha Condominiums	November 2019	7.19	%	(b)		600,000		67,340		27,817
Strategic Developments Total								102,744		51,085

Other Corporate Financing Arrangements	June 2018	3.00	%			22,700		18,553		18,794
Senior Notes	October 2021	6.88	%					750,000		750,000
Unamortized underwriting fees								(6,527)		(6,767)

Deferred Financing Costs, net of accumulated amortization of $13.1 million and $12.7 million, respectively								(11,779)		(12,392)

Total mortgages, notes, and loans payable							$	2,543,638	$	2,443,962

(a)

Maturity date includes any extension periods that can be exercised at our option and which may be 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 0.44% at March 31, 2016.

(c)

$143.0 million of the outstanding principal balance is swapped to a 3.81% fixed rate maturity. As of March 31, 2016 there is no undrawn availability on this facility. Management expects to refinance this note.

(d)

The $25.5 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity.

(e)

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

The weighted average interest rate on our mortgages, notes and loans payable, excluding interest rate hedges, was 4.50% and 4.44% as of March 31, 2016 and December 31, 2015, respectively.

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

(i)

$750.0 million of Senior Notes;

(ii)

$311.8 million financing for the Downtown Summerlin development which has an initial maximum recourse of 35.0% of the outstanding balance, which will reduce to 15.0% upon completion of the project and achievement of a 1.15:1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25:1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot. As of March 31, 2016, 35% of the outstanding loan balance is recourse to HHC;

(iii)

$64.4 million of construction financing for the Outlet Collection at Riverwalk with an initial maximum recourse of 50% of the outstanding balance, which will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for twelve months. As of March 31, 2016, 50% of the outstanding loan balance is recourse to HHC;

(iv)

$20.4 million of Other Corporate Financing Arrangements; and

(v)

$7.0 million of 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. Certain mortgage notes may be prepaid, but may be subject to a prepayment penalty equal to a yield maintenance premium, defeasance, or a percentage of the loan balance. As of March 31, 2016, land, buildings and equipment and developments with a cost basis of $2.4 billion have been pledged as collateral for our mortgages, notes and loans payable.

As of March 31, 2016, we were in compliance with all of the financial covenants related to our debt agreements.

Master Planned Communities

On November 9, 2015, we refinanced $15.2 million of existing debt in connection with closing on a modification and upsize of the Bridgeland Credit Facility. The refinanced loan bears interest at three-month LIBOR plus 3.15%, with a 4.60% floor, 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 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 March 31, 2016, there was $7.3 million available to be drawn based on the collateral value underlying the facility.

The Summerlin MPC uses SID bonds to finance certain common infrastructure improvements. These bonds are issued by the municipalities and 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 MPC 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 SID bonds were issued and $16.7 million in SID bonds were assumed by buyers in connection with 2015 and 2014 land sales.

Operating Assets

On December 30, 2015, we refinanced our 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.

Strategic Developments

On February 25, 2016, we closed on a $49.9 million non-recourse construction loan for One Merriweather. The loan bears interest at one-month LIBOR plus 2.15% with an initial maturity date of February 25, 2020, with a one-year extension option. No amounts were drawn related to this loan as of March 31, 2016.

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. No amounts were drawn related to this loan as of March 31, 2016.

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. No amounts were drawn related to this loan as of March 31, 2016.

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.

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. 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 with a declining call premium thereafter to maturity. The Senior Notes contain customary terms and covenants for non‑investment grade senior notes and have no maintenance covenants.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

3 Months Ended

Mar. 31, 2016

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 10 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to interest rate risk related to our variable interest rate debt, and we manage this risk by utilizing interest rate derivatives. Our objectives in using interest rate derivatives are to add stability to interest costs by reducing our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps, forward-starting swaps, and caps as part of our interest rate risk management strategy. As of March 31, 2016, we had interest rate swaps with gross notional amounts of $208.5 million and a $100.0 million interest rate cap, both of which were designated as effective cash flow hedges of interest rate risk. We also have $250.0 million gross notional amounts for forward-starting swaps that become effective December 31, 2017 to hedge a portion of anticipated future fixed-rate debt issuance.

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. The three forward-starting interest rate swaps are designated as cash flow hedges of the variability of the anticipated interest rate of our long-term financing needs at our Downtown Summerlin property. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up‑front premium.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three months ended March 31, 2016 and March 31, 2015, the ineffective portion recorded in earnings was insignificant.

If the interest rate swap or forward 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 $1.6 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 condensed consolidated balance sheets:


	March 31,		December 31,
(In thousands)	2016		2015
Interest Rate Swaps & Caps	$	3,099	$	2,292
Forward Starting Swaps		16,115		1,925
Total derivatives designated as hedging instruments	$	19,214	$	4,217

The table below presents the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015:


	Three Months Ended March 31,					Three Months Ended March 31,
	2016		2015		Location of Loss	2016		2015
(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 & Caps	$	(879)	$	(761)	Interest Expense	$	(351)	$	(380)
Forward Starting Swaps		(9,280)		—	Interest Expense		—		—
	$	(10,159)	$	(761)		$	(351)	$	(380)

- Definition

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

+ References

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

+ Details

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2016
INCOME TAXES
INCOME TAXES	NOTE 11 INCOME TAXES Unrecognized tax benefits pursuant to uncertain tax positions were $36.5 million as of March 31, 2016 and December 31, 2015, respectively, none of which would impact our effective tax rate. We have significant permanent differences, primarily from warrant liability gains and losses and changes in valuation allowances that cause our effective tax rate to deviate from statutory rates. The effective tax rates, based upon actual operating results, were 31.2% for the three months ended March 31, 2016 compared to (2.2)% for the three months ended March 31, 2015. The changes in the tax rates were primarily attributable to changes in the warrant liability, valuation allowance related to our deferred tax assets, as well as other items which are permanent differences for tax purposes. The increase in deferred tax liabilities between March 31, 2016 and December 31, 2015 is due primarily to the utilization of federal tax assets used to offset the tax gain on the sale of the 80 South Street Assemblage.

STOCK-BASED PLANS

3 Months Ended

Mar. 31, 2016

STOCK-BASED PLANS

STOCK-BASED PLANS

NOTE 12 STOCK BASED PLANS

Our stock based plans are described and informational disclosures are provided in the Notes to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2015.

Stock Options

The following table summarizes our stock option plan:


	Stock Options	Weighted Average Exercise Price
Stock Options outstanding at December 31, 2015	1,086,040	$	77.11
Granted	128,500		108.40
Forfeited	(6,500)		106.77
Stock Options outstanding at March 31, 2016	1,208,040		80.28

Stock option costs were $1.6 million and $0.7 million for the three months ended March 31, 2016 and 2015, respectively, of which $0.6 million and $0 were capitalized to development projects during the same periods.

Restricted Stock

The following table summarizes restricted stock activity:


	Restricted Stock	Weighted Average Grant Date Fair Value
Restricted stock outstanding at December 31, 2015	242,556	$	100.15
Granted	117,338		60.54
Vested	(20,000)		68.56
Restricted Stock outstanding at March 31, 2016	339,894		88.34

Compensation expense related to restricted stock awards was $1.7 million and $1.1 million for the three months ended March 31, 2016 and 2015, respectively, of which $0.3 million and $0 were capitalized to development projects during the same periods.

OTHER ASSETS AND LIABILITIES

3 Months Ended

Mar. 31, 2016

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

NOTE 13 OTHER ASSETS AND LIABILITIES

Prepaid Expenses and Other Assets

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


	March 31,		December 31,
(In thousands)	2016		2015
Condominium receivables (a)	$	307,464	$	191,037
Condominium deposits		62,523		55,749
Special Improvement District receivable		72,575		72,558
In-place leases		20,245		22,139
Below-market ground leases		19,240		19,325
Above-market tenant leases		3,348		3,581
Equipment, net of accumulated depreciation of $4.3 million and $3.9 million, respectively		19,343		18,772
Security and escrow deposits		8,854		17,599
Tenant incentives and other receivables		10,117		10,480
Prepaid expenses		10,331		8,474
Federal income tax receivable		10,577		11,972
Intangibles		4,006		4,045
Uncertain tax position asset		117		112
Other		2,199		5,347
	$	550,939	$	441,190

(a)

Of the total Condominium receivables, $249.4 million are expected to be collected in 2016 and $58.1 million are expected to be collected in 2017, consistent with anticipated closings of the respective condominium projects.

The $109.7 million net increase primarily relates to a $116.4 million increase in condominium receivables, which represents revenue recognized in excess of buyer deposits received for our Waiea and Anaha projects, and an increase in condominium deposits of $6.8 million due to deposits for sales of units. These increases were partially offset by a net $8.7 million decrease in security and escrow deposits mostly attributable to funding of our investment in 33 Peck Slip, a decrease in other of $3.1 million relating primarily to the collection of a tenant improvement reimbursement receivable and $1.7 million in other net changes.

Accounts Payable and Accrued Expenses

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


	March 31,		December 31,
(In thousands)	2016		2015
Construction payables	$	194,052	$	185,731
Deferred income		135,672		117,700
Condominium deposit liabilities		61,906		50,192
Accounts payable and accrued expenses		42,716		33,928
Tenant and other deposits		31,936		31,193
Accrued interest		29,535		16,504
Accrued payroll and other employee liabilities		15,603		31,271
Accrued real estate taxes		7,171		15,134
Interest rate swaps		19,214		4,217
Above-market ground leases		2,073		2,113
Other		24,743		27,371
	$	564,621	$	515,354

Total accounts payable and accrued expenses increased by $49.3 million. This net increase reflects a deferred income increase of $18.0 million primarily related to a bulk land sale at Summerlin, an increase of $11.7 million in condominium deposits liability, an increase of $8.8 million in accounts payable and accrued expenses, $13.0 million of increased accrued interest on the Senior Notes for which interest is paid semiannually, an increase in construction payables of $8.3 million, and an increase of $15.0 million in interest rate swaps liability primarily due to a decrease in fair value of the forward starting swaps. These increases are partially offset by a decrease of $15.7 million in accrued payroll and other employee liabilities due to payment in the first quarter 2016 of 2015 annual incentive bonus, a decrease of $8.0 million in accrued real estate taxes related to timing of payments, and $1.8 million in other immaterial decreases.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

3 Months Ended

Mar. 31, 2016

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

The following table summarizes AOCI for the period indicated:


Changes in Accumulated Other Comprehensive Income (Loss) by Component Gains and (Losses) on Cash Flow Hedges (In Thousands)	For the Three Months Ended March 31, 2016
Balance as of December 31, 2015	$	(7,889)
Other comprehensive loss before reclassifications		(10,222)
Loss reclassified from accumulated other comprehensive loss to net income		351
Net current-period other comprehensive loss		(9,871)
Balance as of March 31, 2016	$	(17,760)

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


	Amounts reclassified from Accumulated Other
	Comprehensive Income (Loss)
	For the Three Months Ended		Affected line item in the
Accumulated Other Comprehensive Income (Loss) Components	March 31, 2016		Statement of Operations
Losses on cash flow hedges	$	605	Interest expense
Interest rate swap contracts		(254)	Provision for income taxes
Total reclassifications for the period	$	351	Net of tax

- Definition

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

+ References

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

+ Details

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2016
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 15 COMMITMENTS AND CONTINGENCIES In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. We had outstanding letters of credit and surety bonds totaling $91.6 million and $86.1 million as of March 31, 2016 and December 31, 2015, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport. The restated lease terms provide for annual fixed base 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, 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. Simultaneously with the execution of the lease, we executed a completion guaranty for the redevelopment of Pier 17 by 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. Over the last three years, we have received $47.9 million in insurance proceeds related to our claim. We recognized Other income of $0 and $0.3 million for the three months ended March 31, 2016 and 2015, respectively, related to this matter. This matter is currently being litigated with certain insurance carriers, and there can be no assurance that we will collect additional insurance proceeds. Please refer to Note 11 – Income Taxes for additional contingencies related to our uncertain tax positions.

SEGMENTS

3 Months Ended

Mar. 31, 2016

SEGMENTS

SEGMENTS

NOTE 16 SEGMENTS

We have three business segments which offer different products and services. Our three segments are managed separately because each requires different operating strategies and 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. All operations are within the United States, and we do not distinguish or group our combined operations on a geographic basis. 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. These assets are currently generating revenues, and are comprised of commercial real estate properties 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.

The assets included in each segment as of March 31, 2016, are contained in the following chart:


Master Planned			Strategic
Communities	Operating Assets		Developments

	Retail	Office	Under Construction
• Bridgeland	▪ Columbia Regional Building	▪ 10-70 Columbia Corporate Center	▪ Ae'o
• Maryland	▪ Cottonwood Square	▪ Columbia Office Properties	▪ Anaha
• Summerlin (a) (c)	▪ Creekside Village Green (b)	▪ 1725-35 Hughes Landing Boulevard (b)	▪ Constellation (c)
• The Woodlands	▪ Downtown Summerlin	▪ One Hughes Landing	▪ HHC 242 Self-Storage
• The Woodlands Hills	▪ Hughes Landing Retail (b)	▪ Two Hughes Landing	▪ HHC 2978 Self-Storage
	▪ 1701 Lake Robbins	▪ 2201 Lake Woodlands Drive	▪ Lakeland Village Center
	▪ Landmark Mall	▪ 9303 New Trails	▪ m.flats (formerly Parcel C) (c)
	▪ Outlet Collection at Riverwalk	▪ 110 N. Wacker	▪ One Merriweather
	▪ Park West	▪ One Summerlin (b)	▪ Three Hughes Landing
	▪ South Street Seaport	▪ 3831 Technology Forest Drive	▪ Waiea
	(under construction)	▪ 3 Waterway Square
	▪ Ward Village	▪ 4 Waterway Square	Other
	▪ 20/25 Waterway Avenue	▪ 1400 Woodloch Forest	▪ Alameda Plaza
	▪ Waterway Garage Retail		▪ AllenTowne
			▪ Bridges at Mint Hill
	Multi-family	Other	▪ Century Plaza Mall
	▪ Millennium Waterway Apartments	▪ Golf Courses at TPC Summerlin	▪ Circle T Ranch and
	▪ Millennium Woodlands	and TPC Las Vegas	Power Center (c)
	Phase II (c)	(participation interest)	▪ Cottonwood Mall
	▪ One Lakes Edge (b)	▪ Kewalo Basin Harbor	▪ 80% Interest in Fashion
	▪ 85 South Street	▪ Merriweather Post Pavilion	Show Air Rights
	▪ The Metropolitan Downtown	▪ Stewart Title of Montgomery	▪ Gateway Towers
	Columbia (b) (c)	County, TX (c)	▪ Ke Kilohana
		▪ Summerlin Hospital Medical	▪ Kendall Town Center
	Hospitality	Center (c)	▪ Lakemoor (Volo) Land
	▪ Hughes Landing Hotel (b)	▪ Summerlin Las Vegas	▪ Maui Ranch Land
	(Embassy Suites)	Baseball Club (c)	▪ The Outlet Collection at Elk Grove
	▪ The Woodlands Resort &	▪ The Woodlands Parking Garages	▪ West Windsor
	Conference Center	▪ Woodlands Sarofim #1 (c)
	▪ The Westin at The Woodlands (d)

(a)

The Summerlin MPC includes The Summit joint venture.

(b)

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

(c)

A non-consolidated investment. Refer to Note 8 – Real Estate and Other Affiliates.

(d)

Asset was placed in service and moved from the Strategic Developments segment to the Operating Assets segment during 2016.

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, and warrant liability gain (loss). We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. We also present this measure because we believe certain investors use it as a measure of a company’s historical operating performance and its ability to service and incur debt. We believe that the inclusion of certain adjustments to net income (loss) to calculate REP EBT is appropriate to provide additional information to investors.

Segment operating results are as follows:


	Three Months Ended March 31,
(In thousands)	2016		2015
Master Planned Communities
Land sales	$	41,942	$	48,081
Builder price participation		4,647		5,698
Minimum rents		143		215
Other land revenues		3,023		3,284
Total revenues		49,755		57,278

Cost of sales – land		15,688		23,896
Land sales operations		7,300		7,579
Land sales real estate and business taxes		2,294		2,404
Depreciation and amortization		83		95
Interest income		(16)		(16)
Interest expense (*)		(5,339)		(4,762)
Total expenses, net of other income		20,010		29,196
MPC EBT		29,745		28,082

Operating Assets
Minimum rents		41,118		34,312
Tenant recoveries		10,523		9,573
Hospitality revenues		12,909		12,003
Other rental and property revenues		3,083		6,274
Total revenues		67,633		62,162

Other property operating costs		14,118		17,486
Real estate taxes		6,142		5,520
Rental property maintenance costs		3,001		2,627
Hospitality expenses		10,475		9,078
Provision for doubtful accounts		2,979		809
Demolition costs		472		117
Development-related marketing costs		1,100		2,266
Depreciation and amortization		21,201		18,762
Other income		(363)		—
Interest income		(8)		(10)
Interest expense		9,153		6,495
Equity in Earnings from Real Estate and Other Affiliates		(1,927)		(885)
Total expenses, net of other income		66,343		62,265
Operating Assets EBT		1,290		(103)

Strategic Developments
Minimum rents		48		667
Tenant recoveries		5		94
Condominium rights and unit sales		122,094		34,857
Other land revenues		10		6
Other rental and property revenues		121		26
Total revenues		122,278		35,650

Condominium rights and unit cost of sales		74,815		22,409
Other property operating costs		1,624		659
Real estate taxes		606		680
Rental property maintenance costs		131		117
Provision for doubtful accounts		62		—
Demolition costs		—		—
Development-related marketing costs		3,431		3,977
Depreciation and amortization		659		1,016
Other expense/(income)		(244)		(333)
Interest income		(6)		—
Interest expense (*)		(1,134)		(1,807)
Equity in Earnings from Real Estate and Other Affiliates		(5)		(904)
Gain on sale of 80 South Street Assemblage		(140,479)		—
Total expenses, net of other income		(60,540)		25,814
Strategic Developments EBT		182,818		9,836
REP EBT	$	213,853	$	37,815

(*) 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 income (loss) before taxes	Three Months Ended March 31,
(In thousands)	2016		2015
REP EBT	$	213,853	$	37,815
General and administrative		(20,324)		(18,963)
Corporate interest income/(expense), net		(13,076)		(13,212)
Warrant liability gain (loss)		29,820		(108,810)
Corporate other (expense) income, net		(246)		1,132
Corporate depreciation and amortization		(1,029)		(1,637)
Income (loss) before taxes	$	208,998	$	(103,675)

The following reconciles segment revenues to GAAP consolidated revenues:


Reconciliation of Segment Basis Revenues to GAAP Revenues	Three Months Ended March 31,
(In thousands)	2016		2015
Master Planned Communities	$	49,755	$	57,278
Operating Assets		67,633		62,162
Strategic Developments		122,278		35,650
Total revenues	$	239,666	$	155,090

The assets by segment and the reconciliation of total segment assets to the total assets in the condensed consolidated balance sheets are summarized as follows:


	March 31,		December 31,
(In thousands)	2016		2015
Master Planned Communities	$	2,005,373	$	2,022,524
Operating Assets		2,439,617		2,365,724
Strategic Developments		1,330,823		1,138,695
Total segment assets		5,775,813		5,526,943
Corporate and other		256,161		194,639
Total assets	$	6,031,974	$	5,721,582

The increase in the Operating Assets segment asset balance as of March 31, 2016 of $73.9 million compared to December 31, 2015 is primarily due to placing The Westin at The Woodlands in service and additional development costs at South Street Seaport.

The $192.1 million increase in the Strategic Developments segment asset balance as of March 31, 2016 compared to December 31, 2015 is primarily due to the net change resulting from the sale of the 80 South Street Assemblage and increased development expenditures primarily at Waiea, Anaha, Ae’o and One Merriweather, partially offset by the cost of sales and deposits utilized for construction at Waiea and Anaha and placing The Westin at The Woodlands in service in the Operating Assets segment.

Corporate and other assets as of March 31, 2016 consist primarily of cash and cash equivalents. The $61.5 million increase at March 31, 2016 compared to December 31, 2015 is primarily due to increased cash balances in the first quarter.

- Definition

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

+ References

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

+ Details

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2016

EARNINGS PER SHARE

Summary of information related to the entity's EPS calculations


	Three Months Ended March 31,
(In thousands, except per share amounts)	2016		2015
Basic EPS:
Numerator:
Net income (loss)	$	143,765	$	(105,959)
Net income attributable to noncontrolling interests		—		—
Net income (loss) attributable to common stockholders	$	143,765	$	(105,959)

Denominator:
Weighted average basic common shares outstanding		39,473		39,465

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	143,765	$	(105,959)
Less: Warrant liability gain		(29,820)		—
Adjusted net income (loss) attributable to common stockholders	$	113,945	$	(105,959)

Denominator:
Weighted average basic common shares outstanding		39,473		39,465
Restricted stock and stock options		357		—
Warrants		2,570		—
Weighted average diluted common shares outstanding		42,400		39,465


Basic income (loss) per share:	$	3.64	$	(2.68)


Diluted income (loss) per share:	$	2.69	$	(2.68)

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2016

FAIR VALUE OF FINANCIAL INSTRUMENTS

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


	March 31, 2016								December 31, 2015
	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	$	—	$	—	$	18	$	18	$	—	$	—
Liabilities:
Warrants		277,940		—		—		277,940		307,760		—		—		307,760
Interest Rate Swaps & Caps		3,099		—		3,099		—		4,217		—		4,217		—

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


(In thousands)	2016		2015
Balance as of January 1	$	307,760	$	366,080
Warrant liability (gain)/loss (a)		(29,820)		108,810
Balance as of March 31	$	277,940	$	474,890

(a)	All (gains) and losses during 2016 and 2015 were unrealized. Changes in the fair value of the Sponsor and Management Warrants are recognized in net income as a warrant liability gain or loss.

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

(a)

Based on our implied equity volatility.

(b)

Represents the discount rate for lack of marketability of the Management Warrants.

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


		March 31, 2016				December 31, 2015
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and cash equivalents	Level 1	$	736,816	$	736,816	$	445,283	$	445,283
Notes receivable, net (a)	Level 3		25,076		25,076		1,664		1,664

Liabilities:
Fixed-rate debt	Level 2	$	1,113,866	$	1,110,712	$	1,141,381	$	1,137,166
Variable-rate debt	Level 2		1,441,551		1,441,551		1,314,973		1,314,973

(a)

Notes receivable is shown net of an allowance of $0.7 million as of March 31, 2016 and $0.2 million as of December 31, 2015.

REAL ESTATE AND OTHER AFFILIATES (Tables)

3 Months Ended

Mar. 31, 2016

REAL ESTATE AND OTHER AFFILIATES

Summary of Investments in Real Estate and Other Affiliates

	Economic/Legal Ownership				Carrying Value				Share of Earnings/Dividends
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
($ in Thousands)	2016		2015		2016		2015		2016		2015
Equity Method Investments
Master Planned Communities:
The Summit (a)	—	(a)	—	(a)	$	12,052	$	12,052	$	—	$	—
Operating Assets:
33 Peck Slip (a)	35.00	%	—	%		5,969		—		19		—
Millennium Woodlands Phase II, LLC (b) (c)	81.43	%	81.43	%				—		13		(661)
Stewart Title	50.00	%	50.00	%		3,567		3,715		102		194
Clark County Las Vegas Stadium, LLC (c)	50.00	%	50.00	%		10,891		11,050		(159)		(117)
The Metropolitan Downtown Columbia (d)	50.00	%	50.00	%		4,156		4,872		(717)		(319)
Woodlands Sarofim	20.00	%	20.00	%		2,631		2,588		53		40
Strategic Developments:
Circle T Ranch and Power Center	50.00	%	50.00	%		9,128		9,128		—		—
HHMK Development (c)	50.00	%	50.00	%		10		10		—		539
KR Holdings (a) (c)	50.00	%	50.00	%		753		689		5		365
m.flats (formerly Parcel C) (a)	50.00	%	50.00	%		106		7,070		—		—
Constellation (a) (c)	50.00	%	50.00	%		2,685		2,685		—		—
						51,948		53,859		(684)		41
Cost method investments						4,347		3,952		2,616		1,747
Investment in Real Estate and Other Affiliates					$	56,295	$	57,811	$	1,932	$	1,788

(a)

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

(b)

(c)

Equity method variable interest entity (“VIE”).

(d)

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

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

3 Months Ended

Mar. 31, 2016

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of mortgages, notes and loans payable


	March 31,		December 31,
(In thousands)	2016		2015
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,060,664	$	1,087,642
Special Improvement District bonds		53,202		53,739
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,441,551		1,314,973
Deferred Financing Costs, net of accumulated amortization of $13.1 million and $12.7 million, respectively		(11,779)		(12,392)
Total mortgages, notes and loans payable	$	2,543,638	$	2,443,962

(a)

Schedule of mortgages, notes and loans payable by property


					Maximum		Carrying Value
		Interest			Facility		March 31,		December 31,
($ In thousands)	Maturity (a)	Rate			Amount		2016		2015
Master Planned Communities
Bridgeland Credit Facility	November 2022	4.60	%		$	65,000	$	50,284	$	40,072
Summerlin South SID Bonds - S124	December 2019	5.95	%					159		159
Summerlin South SID Bonds - S128	December 2020	6.05	%					534		534
Summerlin South SID Bonds - S128C	December 2030	6.05	%					4,855		4,856
Summerlin South SID Bonds - S132	December 2020	6.00	%					1,645		1,676
Summerlin South SID Bonds - S151	June 2025	6.00	%					4,534		4,534
Summerlin South SID Bonds - S159	June 2035	6.00	%					9,020		9,020
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%					1,026		1,047
Summerlin West SID Bonds - S812	October 2035	6.00	%					27,844		28,328
The Woodlands Master Credit Facility	August 2018	3.19	%	(b)		200,000		192,663		192,663
Master Planned Communities Total								292,564		282,889

Operating Assets
10-60 Columbia Corporate Centers	May 2022	2.80	%	(b)(e)				80,000		80,000
70 Columbia Corporate Center	July 2019	2.69	%	(b)				20,000		20,000
Columbia Regional Building	March 2018	2.44	%	(b)		23,008		22,188		22,188
Downtown Summerlin	July 2019	2.69	%	(b)		311,800		291,950		289,804
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%					235		235
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					3,350		3,350
One Hughes Landing	December 2029	4.30	%					52,000		52,000
Two Hughes Landing	December 2030	4.20	%					48,000		48,000
1725-35 Hughes Landing Boulevard	June 2019	2.09	%	(b)		143,000		101,441		89,677
Hughes Landing Hotel	October 2020	2.94	%	(b)		37,100		23,824		20,064
Hughes Landing Retail	December 2018	2.39	%	(b)		36,575		32,399		28,726
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	%	(d)				25,537		26,481
9303 New Trails	December 2023	4.88	%					12,647		12,734
One Lakes Edge	November 2018	2.69	%	(b)		73,525		69,047		67,517
Outlet Collection at Riverwalk	October 2018	3.19	%	(b)		64,400		56,100		56,100
3831 Technology Forest Drive	March 2026	4.50	%					22,665		22,759
The Westin at The Woodlands	August 2019	3.09	%	(b)		69,300		49,658		33,361
The Woodlands Resort & Conference Center	December 2020	3.19	%	(b)				85,000		85,000
Ward Village	September 2016	3.46	%	(b)(c)		250,000		238,716		238,716
20/25 Waterway Avenue	May 2022	4.79	%					14,056		14,112
3 Waterway Square	August 2028	3.94	%					52,000		52,000
4 Waterway Square	December 2023	4.88	%					37,037		37,293
Capital lease obligations	various	3.60	%					49		52
Operating Assets Total								1,398,083		1,360,353

Strategic Developments
HHC 2978 Self Storage Facility	January 2022	3.04	%	(b)		6,368		—		—
HHC 242 Self Storage Facility	October 2021	3.04	%	(b)		6,658		—		—
Lakeland Village Center	May 2020	2.79	%	(b)		14,000		6,694		—
One Merriweather	February 2020	2.59	%	(b)		49,900		—		—
Three Hughes Landing	December 2019	2.79	%	(b)		65,455		28,710		23,268
Waiea and Anaha Condominiums	November 2019	7.19	%	(b)		600,000		67,340		27,817
Strategic Developments Total								102,744		51,085

Other Corporate Financing Arrangements	June 2018	3.00	%			22,700		18,553		18,794
Senior Notes	October 2021	6.88	%					750,000		750,000
Unamortized underwriting fees								(6,527)		(6,767)

Deferred Financing Costs, net of accumulated amortization of $13.1 million and $12.7 million, respectively								(11,779)		(12,392)

Total mortgages, notes, and loans payable							$	2,543,638	$	2,443,962

(a)

(b)

The interest rate presented is based on the one month LIBOR rate, which was 0.44% at March 31, 2016.

(c)

(d)

The $25.5 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity.

(e)

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

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 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

+ Details

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2016

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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


	March 31,		December 31,
(In thousands)	2016		2015
Interest Rate Swaps & Caps	$	3,099	$	2,292
Forward Starting Swaps		16,115		1,925
Total derivatives designated as hedging instruments	$	19,214	$	4,217

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


	Three Months Ended March 31,					Three Months Ended March 31,
	2016		2015		Location of Loss	2016		2015
(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 & Caps	$	(879)	$	(761)	Interest Expense	$	(351)	$	(380)
Forward Starting Swaps		(9,280)		—	Interest Expense		—		—
	$	(10,159)	$	(761)		$	(351)	$	(380)

STOCK-BASED PLANS (Tables)

3 Months Ended

Mar. 31, 2016

STOCK-BASED PLANS

Summary of stock option plan activity


	Stock Options	Weighted Average Exercise Price
Stock Options outstanding at December 31, 2015	1,086,040	$	77.11
Granted	128,500		108.40
Forfeited	(6,500)		106.77
Stock Options outstanding at March 31, 2016	1,208,040		80.28

Summary of restricted stock activity


	Restricted Stock	Weighted Average Grant Date Fair Value
Restricted stock outstanding at December 31, 2015	242,556	$	100.15
Granted	117,338		60.54
Vested	(20,000)		68.56
Restricted Stock outstanding at March 31, 2016	339,894		88.34

OTHER ASSETS AND LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2016

OTHER ASSETS AND LIABILITIES

Summary of the significant components of prepaid expenses and other assets

	March 31,		December 31,
(In thousands)	2016		2015
Condominium receivables (a)	$	307,464	$	191,037
Condominium deposits		62,523		55,749
Special Improvement District receivable		72,575		72,558
In-place leases		20,245		22,139
Below-market ground leases		19,240		19,325
Above-market tenant leases		3,348		3,581
Equipment, net of accumulated depreciation of $4.3 million and $3.9 million, respectively		19,343		18,772
Security and escrow deposits		8,854		17,599
Tenant incentives and other receivables		10,117		10,480
Prepaid expenses		10,331		8,474
Federal income tax receivable		10,577		11,972
Intangibles		4,006		4,045
Uncertain tax position asset		117		112
Other		2,199		5,347
	$	550,939	$	441,190

(a)

Summary of the significant components of accounts payable and accrued expenses


	March 31,		December 31,
(In thousands)	2016		2015
Construction payables	$	194,052	$	185,731
Deferred income		135,672		117,700
Condominium deposit liabilities		61,906		50,192
Accounts payable and accrued expenses		42,716		33,928
Tenant and other deposits		31,936		31,193
Accrued interest		29,535		16,504
Accrued payroll and other employee liabilities		15,603		31,271
Accrued real estate taxes		7,171		15,134
Interest rate swaps		19,214		4,217
Above-market ground leases		2,073		2,113
Other		24,743		27,371
	$	564,621	$	515,354

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

3 Months Ended

Mar. 31, 2016

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Summary of AOCI


Changes in Accumulated Other Comprehensive Income (Loss) by Component Gains and (Losses) on Cash Flow Hedges (In Thousands)	For the Three Months Ended March 31, 2016
Balance as of December 31, 2015	$	(7,889)
Other comprehensive loss before reclassifications		(10,222)
Loss reclassified from accumulated other comprehensive loss to net income		351
Net current-period other comprehensive loss		(9,871)
Balance as of March 31, 2016	$	(17,760)

Summary of the amounts reclassified out of AOCI


	Amounts reclassified from Accumulated Other
	Comprehensive Income (Loss)
	For the Three Months Ended		Affected line item in the
Accumulated Other Comprehensive Income (Loss) Components	March 31, 2016		Statement of Operations
Losses on cash flow hedges	$	605	Interest expense
Interest rate swap contracts		(254)	Provision for income taxes
Total reclassifications for the period	$	351	Net of tax

SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2016

SEGMENTS

Schedule of segment operating results


	Three Months Ended March 31,
(In thousands)	2016		2015
Master Planned Communities
Land sales	$	41,942	$	48,081
Builder price participation		4,647		5,698
Minimum rents		143		215
Other land revenues		3,023		3,284
Total revenues		49,755		57,278

Cost of sales – land		15,688		23,896
Land sales operations		7,300		7,579
Land sales real estate and business taxes		2,294		2,404
Depreciation and amortization		83		95
Interest income		(16)		(16)
Interest expense (*)		(5,339)		(4,762)
Total expenses, net of other income		20,010		29,196
MPC EBT		29,745		28,082

Operating Assets
Minimum rents		41,118		34,312
Tenant recoveries		10,523		9,573
Hospitality revenues		12,909		12,003
Other rental and property revenues		3,083		6,274
Total revenues		67,633		62,162

Other property operating costs		14,118		17,486
Real estate taxes		6,142		5,520
Rental property maintenance costs		3,001		2,627
Hospitality expenses		10,475		9,078
Provision for doubtful accounts		2,979		809
Demolition costs		472		117
Development-related marketing costs		1,100		2,266
Depreciation and amortization		21,201		18,762
Other income		(363)		—
Interest income		(8)		(10)
Interest expense		9,153		6,495
Equity in Earnings from Real Estate and Other Affiliates		(1,927)		(885)
Total expenses, net of other income		66,343		62,265
Operating Assets EBT		1,290		(103)

Strategic Developments
Minimum rents		48		667
Tenant recoveries		5		94
Condominium rights and unit sales		122,094		34,857
Other land revenues		10		6
Other rental and property revenues		121		26
Total revenues		122,278		35,650

Condominium rights and unit cost of sales		74,815		22,409
Other property operating costs		1,624		659
Real estate taxes		606		680
Rental property maintenance costs		131		117
Provision for doubtful accounts		62		—
Demolition costs		—		—
Development-related marketing costs		3,431		3,977
Depreciation and amortization		659		1,016
Other expense/(income)		(244)		(333)
Interest income		(6)		—
Interest expense (*)		(1,134)		(1,807)
Equity in Earnings from Real Estate and Other Affiliates		(5)		(904)
Gain on sale of 80 South Street Assemblage		(140,479)		—
Total expenses, net of other income		(60,540)		25,814
Strategic Developments EBT		182,818		9,836
REP EBT	$	213,853	$	37,815

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


Reconciliation of REP EBT to GAAP income (loss) before taxes	Three Months Ended March 31,
(In thousands)	2016		2015
REP EBT	$	213,853	$	37,815
General and administrative		(20,324)		(18,963)
Corporate interest income/(expense), net		(13,076)		(13,212)
Warrant liability gain (loss)		29,820		(108,810)
Corporate other (expense) income, net		(246)		1,132
Corporate depreciation and amortization		(1,029)		(1,637)
Income (loss) before taxes	$	208,998	$	(103,675)

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


Reconciliation of Segment Basis Revenues to GAAP Revenues	Three Months Ended March 31,
(In thousands)	2016		2015
Master Planned Communities	$	49,755	$	57,278
Operating Assets		67,633		62,162
Strategic Developments		122,278		35,650
Total revenues	$	239,666	$	155,090

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


	March 31,		December 31,
(In thousands)	2016		2015
Master Planned Communities	$	2,005,373	$	2,022,524
Operating Assets		2,439,617		2,365,724
Strategic Developments		1,330,823		1,138,695
Total segment assets		5,775,813		5,526,943
Corporate and other		256,161		194,639
Total assets	$	6,031,974	$	5,721,582

SPONSORS AND MANAGEMENT WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Feb. 28, 2011	Mar. 31, 2016	Dec. 31, 2015	Nov. 09, 2010
Sponsors and Management Warrants
Warrant liabilities		$ 277,940	$ 307,760
Sponsors Warrants
Sponsors and Management Warrants
Exercise price (in dollars per share)				$ 50.00
Warrants outstanding				1,916,667
Issuance of warrants to purchase common stock (in shares)		1,916,667
Warrant liabilities		$ 109,000	123,100
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		$ 168,900	$ 184,700
Management Warrants \| Chief Executive Officer
Sponsors and Management Warrants
Exercise price (in dollars per share)	$ 42.23
Management Warrants \| President
Sponsors and Management Warrants
Exercise price (in dollars per share)	42.23
Management Warrants \| Chief Financial Officer
Sponsors and Management Warrants
Exercise price (in dollars per share)	$ 54.50

EARNINGS PER SHARE - (Information Related to EPS Calculation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Numerator:
Net income (loss)	$ 143,765	$ (105,959)
Net income (loss) attributable to common stockholders	$ 143,765	$ (105,959)
Denominator:
Weighted average basic common shares outstanding	39,473	39,465
Numerator:
Net Income (Loss) Available to Common Stockholders, Basic	$ 143,765	$ (105,959)
Less: Warrant Liability Gain	(29,820)
Adjusted net income (loss) attributable to common stockholders	$ 113,945	$ (105,959)
Denominator:
Weighted average basic common shares outstanding	39,473	39,465
Restricted stock and stock options (in shares)	357
Warrants (in shares)	2,570
Weighted average diluted common shares outstanding	42,400	39,465
Basic income (loss) per share: (in dollars per share)	$ 3.64	$ (2.68)
Diluted income (loss) per share: (in dollars per share)	$ 2.69	$ (2.68)

EARNINGS PER SHARE - (Narrative) (Details) - shares	3 Months Ended
EARNINGS PER SHARE - (Narrative) (Details) - shares	Mar. 31, 2016	Mar. 31, 2015
Stock Options
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	392,000	1,027,740
Restricted Stock
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	37,440	241,931
Sponsors Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)		1,916,667
Management Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)		2,862,687

RECENT TRANSACTIONS (Details) $ in Thousands		3 Months Ended
RECENT TRANSACTIONS (Details) $ in Thousands	Mar. 16, 2016 ft²	Mar. 31, 2016 USD ($)
RECENT TRANSACTIONS
Proceeds from disposition of 80 South Street Assemblage, net \| $		$ 378,257
Pre-tax gain recognized on the sale \| $		$ 140,479
Area of land sold (in square feet) \| ft²	42,694
Air rights with total residential and commercial development rights (in square feet) \| ft²	817,784

IMPAIRMENT (Details) - USD ($) $ in Thousands	3 Months Ended
IMPAIRMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 31, 2015
IMPAIRMENT
Impairment charges	$ 0	$ 0

FAIR VALUE OF FINANCIAL INSTRUMENTS (Assets and Liabiliites Measured on a Recurring Basis) (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Liabilities
Warrants	$ 277,940	$ 307,760
Interest rate swaps	19,214	4,217
Recurring
Assets:
Cash equivalents	18	18
Liabilities
Warrants	277,940	307,760
Interest rate swaps	3,099	4,217
Recurring \| Level 1
Assets:
Cash equivalents	18	18
Recurring \| Level 2
Liabilities
Interest rate swaps	3,099	4,217
Recurring \| Level 3
Liabilities
Warrants	$ 277,940	$ 307,760

FAIR VALUE OF FINANCIAL INSTRUMENTS (Reconciliation of Warrants Using Level 3 Inputs) (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
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)
Balance at the beginning of the period	307,760	$ 366,080	$ 366,080
Warrant liability (gain)/loss	(29,820)	108,810
Balance at the end of the period	$ 277,940	$ 474,890	$ 307,760
Warrant \| Level 3
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Expected Volatility (as a percent)	33.20%		27.40%
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)	8.00%		10.00%
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)	10.00%		12.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS - Level 3 and Unobservable Inputs (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Liabilities:
Allowance, notes receivable	$ 700	$ 200
Nonrecurring \| Reported Value Measurement
Assets:
Cash and cash equivalents	736,816	445,283
Notes receivable, net	25,076	1,664
Liabilities:
Fixed-rate debt	1,113,866	1,141,381
Variable-rate debt	1,441,551	1,314,973
Nonrecurring \| Estimate of Fair Value Measurement
Assets:
Cash and cash equivalents	736,816	445,283
Notes receivable, net	25,076	1,664
Liabilities:
Fixed-rate debt	1,110,712	1,137,166
Variable-rate debt	$ 1,441,551	$ 1,314,973

REAL ESTATE AND OTHER AFFILIATES (Summary of Investments in Real Estate and Other Affiliates) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) item	Mar. 31, 2015 USD ($)	Dec. 31, 2015 USD ($)	Jan. 24, 2014
Investment in Real Estate and Other Affiliates
Carrying Value	$ 56,295		$ 57,811
Share of Earnings/Dividends	1,932	$ 1,788
Aggregate carrying value of unconsolidated VIEs	$ 14,000		21,500
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		21,500
Carrying values of the liabilities associated with the operations of the consolidated VIEs	1,100		1,100
Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value	51,948		53,859
Share of Earnings/Dividends	(684)	41
Cost Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value	4,347		3,952
Share of Earnings/Dividends	2,616	1,747
Constellation
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership				50.00%
Master Planned Communities \| The Summit
Investment in Real Estate and Other Affiliates
Carrying Value	$ 12,052		$ 12,052
Operating Assets \| 33 Peck Slip \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	35.00%
Carrying Value	$ 5,969
Share of Earnings/Dividends	$ 19
Operating Assets \| Millennium Woodlands Phase II, LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	81.43%		81.43%
Share of Earnings/Dividends	$ 13	(661)
Operating Assets \| Stewart Title \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 3,567		$ 3,715
Share of Earnings/Dividends	$ 102	194
Operating Assets \| Clark County Las Vegas Stadium \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 10,891		$ 11,050
Share of Earnings/Dividends	$ (159)	(117)
Operating Assets \| The Metropolitan Downtown Columbia \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 4,156		$ 4,872
Share of Earnings/Dividends	$ (717)	(319)
Operating Assets \| Woodlands Sarofim 1 \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	20.00%		20.00%
Carrying Value	$ 2,631		$ 2,588
Share of Earnings/Dividends	$ 53	40
Strategic Developments \| Circle T \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 9,128		$ 9,128
Strategic Developments \| HHMK Development LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 10		$ 10
Share of Earnings/Dividends		539
Strategic Developments \| KR Holdings LLC \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 753		$ 689
Share of Earnings/Dividends	$ 5	$ 365
Strategic Developments \| m.flats (formerly Parcel C) \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 106		$ 7,070
Strategic Developments \| Constellation \| Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 2,685		$ 2,685
Unconsolidated Properties
Investment in Real Estate and Other Affiliates
Secured debt	137,800
Share of the entity in secured debt	$ 75,200

REAL ESTATE AND OTHER AFFILIATES (Narrative) (Details)			1 Months Ended	3 Months Ended
REAL ESTATE AND OTHER AFFILIATES (Narrative) (Details)	Jan. 24, 2014 USD ($) a item	Oct. 04, 2013 USD ($) a	Jan. 31, 2016 USD ($)	Mar. 31, 2016 USD ($) item	Dec. 31, 2015 USD ($)	Mar. 31, 2015 USD ($) $ / a
Real Estate and Other Affiliates
Book value of land contributed to joint venture				$ 325,412,000	$ 322,462,000
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%
The Summit
Real Estate and Other Affiliates
Book value of land contributed to joint venture						$ 13,400,000
SID Bonds transferred to a joint venture						1,300,000
Transaction value of the land contributed to joint venture						$ 125,400,000
Value of land contributed to joint venture (in dollars per acre) \| $ / a						226,000
Preferred return, on capital (as a percent)						5.00%
Return on capital contributions (as a percent)						5.00%
Entitlement of distribution by joint venture (in times) \| item				2
The Summit \| Maximum
Real Estate and Other Affiliates
Maximum capital contribution required						$ 30,000,000
33 Peck Slip
Real Estate and Other Affiliates
Investment in joint venture				$ 6,000,000
Amount of bridge loan				$ 25,000,000
33 Peck Slip \| Bridge Loan [Member]
Real Estate and Other Affiliates
Interest rate margin (as a percent)				5.00%
m.flats (formerly Parcel C)
Real Estate and Other Affiliates
Transaction value of the land contributed to joint venture		$ 23,400,000
Area of land contributed to the joint venture (in acres) \| a		5
Fair value of the land contributed to joint venture		$ 4,000,000
Additional capitalized development costs incurred resulting from contribution of land		3,100,000
Transaction value, per constructed unit of land contributed to joint venture		$ 53,500
Non-recourse construction loan			$ 88,000,000
Cash contributed by joint venture partner			16,100,000
Distribution of the cash contributed by joint venture partner			$ 7,300,000
Profit on partial sale of land				$ 200,000
Net investment in joint venture				100,000
m.flats (formerly Parcel C) \| Construction Loan Payable
Real Estate and Other Affiliates
Option to extend, term			1 year
Constellation
Real Estate and Other Affiliates
Non-recourse construction loan	$ 15,800,000			$ 6,100,000
Number of units in Class A apartment building to be constructed \| item	124
Area Of Land In Downtown Summerlin \| a	400
Future contribution required					$ 1,000,000
Percentage of proceeds in excess of an amount determined by applying a specified capitalization rate to NOI	100.00%
Percent Share of Proceeds Upon Sale Of Property	50
Capitalization rate (as a percent)	7.00%
One Month LIBOR \| m.flats (formerly Parcel C) \| Construction Loan Payable
Real Estate and Other Affiliates
Interest rate margin (as a percent)			2.40%

MORTGAGES, NOTES AND LOANS PAYABLE (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Mortgages, notes and loans payable
Deferred Financing Costs, net of accumulated amortization	$ (11,779)	$ (12,392)
Total mortgages, notes and loans payable	2,543,638	2,443,962
Deferred Financing Costs, accumulated amortization	13,100	12,700
Secured Debt
Mortgages, notes and loans payable
Fixed-rate debt:	1,060,664	1,087,642
Variable-rate debt:	1,441,551	1,314,973
Amount of variable-rate debt swapped to fixed rate	208,500	209,500
Bonds
Mortgages, notes and loans payable
Fixed-rate debt:	$ 53,202	$ 53,739

MORTGAGES, NOTES AND LOANS PAYABLE - (Schedule of Debt by Property) (Details)									1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 25, 2016 USD ($)	Jan. 27, 2016 USD ($)	Dec. 30, 2015 USD ($) item	Nov. 09, 2015 USD ($) item	Oct. 23, 2015 USD ($)	May 15, 2015 USD ($)	May 06, 2015 USD ($) item	Oct. 02, 2013 USD ($)	Jul. 31, 2015 USD ($)	Mar. 31, 2016 USD ($) item	Mar. 31, 2015 USD ($)	Dec. 31, 2015 USD ($)	Nov. 24, 2015 USD ($)	Mar. 25, 2015 USD ($)
Mortgages, notes and loans payable
Unamortized underwriting fees										$ (6,527,000)		$ (6,767,000)
Deferred Financing Costs, net of accumulated amortization										(11,779,000)		(12,392,000)
Total mortgages, notes and loans payable										2,543,638,000		2,443,962,000
Deferred Financing Costs, accumulated amortization										$ 13,100,000		$ 12,700,000
Weighted average interest rate (as a percent)										4.50%		4.44%
Net cash proceeds received from issuance										$ 98,616,000	$ 137,566,000
One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)										0.44%
Variable rate basis										one month LIBOR
Other Corporate Financing Arrangements
Mortgages, notes and loans payable
Interest rate (as a percent)										3.00%
Facility Amount										$ 22,700,000
Mortgages, notes, and loans payable, gross										$ 18,553,000		$ 18,794,000
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
Senior Notes 6.875 Percent Due 2021 \| Recourse Debt
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross										750,000,000
Woodlands Properties
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress pledged as collateral										2,400,000,000
Master Planned Communities
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross										$ 292,564,000		282,889,000
Variable rate basis				three-month LIBOR
Debt refinanced				$ 15,200,000
Number of extension options \| item				2
Option to extend, term				1 year
Fixed interest rate (as a percent)				4.60%
Master Planned Communities \| Three Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)				3.15%
Master Planned Communities \| Bridgeland \| Land Loan
Mortgages, notes and loans payable
Interest rate (as a percent)										4.60%
Facility Amount										$ 65,000,000
Mortgages, notes, and loans payable, gross										$ 50,284,000		40,072,000
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 \| S124
Mortgages, notes and loans payable
Interest rate (as a percent)										5.95%
Mortgages, notes, and loans payable, gross										$ 159,000		159,000
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		534,000
Master Planned Communities \| Summerlin South \| S128C
Mortgages, notes and loans payable
Interest rate (as a percent)										6.05%
Mortgages, notes, and loans payable, gross										$ 4,855,000		4,856,000
Master Planned Communities \| Summerlin South \| S132
Mortgages, notes and loans payable
Interest rate (as a percent)										6.00%
Mortgages, notes, and loans payable, gross										$ 1,645,000		1,676,000
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		4,534,000
Master Planned Communities \| Summerlin South \| S159
Mortgages, notes and loans payable
Interest rate (as a percent)										6.00%
Mortgages, notes, and loans payable, gross										$ 9,020,000		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										$ 1,026,000		1,047,000
Master Planned Communities \| Summerlin West \| S812
Mortgages, notes and loans payable
Interest rate (as a percent)										6.00%
Mortgages, notes, and loans payable, gross										$ 27,844,000		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
Facility Amount										$ 200,000,000
Interest rate margin (as a percent)									2.75%
Option to extend, term										1 year
Undrawn and available borrowing capacity										$ 7,300,000
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 \| Line of Credit \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis									one-month LIBOR
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
Interest rate (as a percent)										3.19%
Facility Amount									$ 100,000,000	$ 200,000,000
Mortgages, notes, and loans payable, gross										192,663,000		192,663,000
Operating Assets
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross										$ 1,398,083,000		1,360,353,000
Operating Assets \| Capital Lease Obligations
Mortgages, notes and loans payable
Interest rate (as a percent)										3.60%
Mortgages, notes, and loans payable, gross										$ 49,000		52,000
Operating Assets \| Downtown Summerlin
Mortgages, notes and loans payable
Interest rate (as a percent)										2.69%
Facility Amount										$ 311,800,000
Mortgages, notes, and loans payable, gross										$ 291,950,000		$ 289,804,000
Operating Assets \| Downtown Summerlin \| Recourse Debt
Mortgages, notes and loans payable
Maximum percent recourse												35.00%
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%
Operating Assets \| Downtown Summerlin \| S108
Mortgages, notes and loans payable
Interest rate (as a percent)										5.95%
Mortgages, notes, and loans payable, gross										$ 235,000		$ 235,000
Operating Assets \| Downtown Summerlin \| S128
Mortgages, notes and loans payable
Interest rate (as a percent)										6.05%
Mortgages, notes, and loans payable, gross										$ 3,350,000		3,350,000
Operating Assets \| The Woodlands Resort and Conference Center
Mortgages, notes and loans payable
Interest rate (as a percent)										3.19%
Mortgages, notes, and loans payable, gross			$ 85,000,000							$ 85,000,000		85,000,000
Number of extension options \| item			2
Option to extend, term			1 year
Operating Assets \| The Woodlands Resort and Conference Center \| LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)			2.75%
Operating Assets \| 10-60 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)										2.80%
Outstanding balance										$ 40,000,000
Mortgages, notes, and loans payable, gross							$ 80,000,000			$ 80,000,000		80,000,000
Number of extension options \| item							2
Option to extend, term							1 year
Fixed interest rate per swap (as a percent)										3.41%
Operating Assets \| 10-60 Columbia Corporate Center \| LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)							1.75%
Operating Assets \| 70 Columbia Corporate Center \| Line of Credit
Mortgages, notes and loans payable
Interest rate (as a percent)										2.69%
Mortgages, notes, and loans payable, gross										$ 20,000,000		20,000,000
Operating Assets \| Columbia Regional Building \| Line of Credit
Mortgages, notes and loans payable
Interest rate (as a percent)										2.44%
Facility Amount										$ 23,008,000
Mortgages, notes, and loans payable, gross										$ 22,188,000		22,188,000
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
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		48,000,000	$ 48,000,000
Debt refinanced													$ 41,200,000
Fixed interest rate (as a percent)													4.20%
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
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%
Outstanding balance										$ 25,500,000
Mortgages, notes, and loans payable, gross										$ 25,537,000		26,481,000
Fixed interest rate per swap (as a percent)										5.21%
Operating Assets \| 110 N Wacker \| Recourse Debt
Mortgages, notes and loans payable
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										$ 12,647,000		12,734,000
Operating Assets \| One Lakes Edge
Mortgages, notes and loans payable
Interest rate (as a percent)										2.69%
Facility Amount										$ 73,525,000
Mortgages, notes, and loans payable, gross										$ 69,047,000		67,517,000
Operating Assets \| Outlet Collection at Riverwalk
Mortgages, notes and loans payable
Interest rate (as a percent)										3.19%
Facility Amount										$ 64,400,000
Mortgages, notes, and loans payable, gross										$ 56,100,000		56,100,000
Operating Assets \| Ward Village
Mortgages, notes and loans payable
Interest rate (as a percent)										3.46%
Facility Amount										$ 250,000,000
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%
Operating Assets \| 2025 Waterway Avenue
Mortgages, notes and loans payable
Interest rate (as a percent)										4.79%
Mortgages, notes, and loans payable, gross										$ 14,056,000		14,112,000
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
Operating Assets \| 4 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)										4.88%
Mortgages, notes, and loans payable, gross										$ 37,037,000		37,293,000
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
Operating Assets \| 3831 Technology Forest
Mortgages, notes and loans payable
Interest rate (as a percent)										4.50%
Mortgages, notes, and loans payable, gross										$ 22,665,000		$ 22,759,000		$ 23,000,000
Fixed interest rate (as a percent)														4.50%
Strategic Developments
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross										102,744,000		51,085,000
Strategic Developments \| Downtown Summerlin \| Recourse Debt
Mortgages, notes and loans payable
Total mortgages, notes and loans payable										$ 311,800,000
Strategic Developments \| 1725-35 Hughes Landing Boulevard
Mortgages, notes and loans payable
Interest rate (as a percent)										2.09%
Facility Amount										$ 143,000,000
Mortgages, notes, and loans payable, gross										$ 101,441,000		89,677,000
Strategic Developments \| Hughes Landing Hotel
Mortgages, notes and loans payable
Interest rate (as a percent)										2.94%
Facility Amount										$ 37,100,000
Mortgages, notes, and loans payable, gross										$ 23,824,000		20,064,000
Strategic Developments \| Hughes Landing Retail
Mortgages, notes and loans payable
Interest rate (as a percent)										2.39%
Facility Amount										$ 36,575,000
Mortgages, notes, and loans payable, gross										$ 32,399,000		28,726,000
Strategic Developments \| HHC 2978 Self Storage Facility
Mortgages, notes and loans payable
Interest rate (as a percent)										3.04%
Facility Amount										$ 6,368,000
Mortgages, notes, and loans payable, gross		$ 6,400,000
Option to extend, term		1 year
Strategic Developments \| HHC 2978 Self Storage Facility \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)		2.60%
Strategic Developments \| HHC 242 Self Storage Facility
Mortgages, notes and loans payable
Interest rate (as a percent)										3.04%
Facility Amount										$ 6,658,000
Mortgages, notes, and loans payable, gross					$ 6,700,000
Option to extend, term					1 year
Strategic Developments \| HHC 242 Self Storage Facility \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)					2.60%
Strategic Developments \| One Merriweather
Mortgages, notes and loans payable
Interest rate (as a percent)										2.59%
Facility Amount										$ 49,900,000
Mortgages, notes, and loans payable, gross	$ 49,900,000
Option to extend, term	1 year
Strategic Developments \| One Merriweather \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)	2.15%
Strategic Developments \| Three Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)										2.79%
Facility Amount										$ 65,455,000
Mortgages, notes, and loans payable, gross										$ 28,710,000		23,268,000
Strategic Developments \| Waiea And Anaha Condominiums
Mortgages, notes and loans payable
Interest rate (as a percent)										7.19%
Facility Amount										$ 600,000,000
Mortgages, notes, and loans payable, gross										$ 67,340,000		27,817,000
Strategic Developments \| The Westin at the woodlands
Mortgages, notes and loans payable
Interest rate (as a percent)										3.09%
Facility Amount										$ 69,300,000
Mortgages, notes, and loans payable, gross										$ 49,658,000		$ 33,361,000
Strategic Developments \| Lakeland Village Center
Mortgages, notes and loans payable
Interest rate (as a percent)										2.79%
Facility Amount										$ 14,000,000
Mortgages, notes, and loans payable, gross						$ 14,000,000				$ 6,694,000
Option to extend, term						1 year
Strategic Developments \| Lakeland Village Center \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)						2.35%
Corporate \| Senior Notes 6.875 Percent Due 2021
Mortgages, notes and loans payable
Total mortgages, notes and loans payable								$ 750,000,000
Fixed interest rate (as a percent)								6.875%
Maximum percentage of Notes that can be redeemed								35.00%
Redemption price percentage at which Notes can be redeemed								106.875%
Net cash proceeds received from issuance								$ 741,300,000

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Interest Rate Swap
Derivative instruments and hedging activities
Estimated additional amount to be reclassified as an increase to interest expense	$ 1.6
Interest Rate Swap \| Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	208.5
Interest Rate Cap \| Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	100.0
Forward Starting Swaps \| Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	$ 250.0

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Schedule of Financial Instruments Included in Balance Sheet) (Details) - Designated as Hedging Instrument - Accounts Payable and Accrued Liabilities - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Fair value of derivative instruments
Derivative liabilities	$ 19,214	$ 4,217
Interest Rate Swaps & Caps
Fair value of derivative instruments
Derivative liabilities	3,099	2,292
Forward Starting Swaps
Fair value of derivative instruments
Derivative liabilities	$ 16,115	$ 1,925

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Impact of Financial Instruments on Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	$ (10,159)	$ (761)
Amount of Gain (Loss) Reclassified from AOCI into Earnings	(351)	(380)
Cash Flow Hedging \| Interest Rate Swaps & Caps \| Interest Expense
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	(879)	(761)
Amount of Gain (Loss) Reclassified from AOCI into Earnings	(351)	$ (380)
Cash Flow Hedging \| Forward Starting Swaps \| Interest Expense
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	$ (9,280)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Millions	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
INCOME TAXES
Unrecognized tax benefits, excluding interest	$ 36.5		$ 36.5
Effective tax rate (as a percent)	31.20%	(2.20%)

STOCK-BASED PLANS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Weighted Average Exercise Price
Stock based compensation expense	$ 2,722	$ 1,696
Stock Options
Stock Options
Share based compensation costs capitalized	$ 600	0
Stock options outstanding at the beginning of the period (in shares)	1,086,040
Granted (in shares)	128,500
Forfeited (in shares)	(6,500)
Stock options outstanding at the end of the period (in shares)	1,208,040
Weighted Average Exercise Price
Stock options outstanding at the beginning of the period (in dollars per share)	$ 77.11
Granted (in dollars per share)	108.40
Forfeited (in dollars per share)	106.77
Stock options outstanding at the end of the period (in dollars per share)	$ 80.28
Stock based compensation expense	$ 1,600	$ 700

STOCK-BASED PLANS (Summary of Restricted Stock Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Weighted Average Grant Date Fair Value
Stock based compensation expense	$ 2,722	$ 1,696
Restricted Stock
Restricted stock activity
Restricted stock outstanding at the beginning of the period (in shares)	242,556
Granted (in shares)	117,338
Vested (in shares)	(20,000)
Restricted stock outstanding at the end of the period (in shares)	339,894
Weighted Average Grant Date Fair Value
Restricted stock outstanding at the beginning of the period (in dollars per share)	$ 100.15
Granted (in dollars per share)	60.54
Vested (in dollars per share)	68.56
Restricted stock outstanding at the end of the period (in dollars per share)	$ 88.34
Stock based compensation expense	$ 1,700	1,100
Share based compensation costs capitalized	$ 300	$ 0

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Prepaid Expenses and Other Assets
Condominium receivables	$ 307,464	$ 191,037
Condominium deposits	62,523	55,749
Special Improvement District receivable	72,575	72,558
Equipment, net of accumulated depreciation of $4.3 million and $3.9 million, respectively	19,343	18,772
Tenant incentives and other receivables	10,117	10,480
Security and escrow deposits	8,854	17,599
Prepaid expenses	10,331	8,474
Federal income tax receivable	10,577	11,972
Intangibles	4,006	4,045
Uncertain tax position asset	117	112
Other	2,199	5,347
Total prepaid expenses and other assets	550,939	441,190
Accumulated depreciation on other equipment	4,300	3,900
2016	249,400
2017	58,100
Accounts Payable and Accrued Expenses
Construction payables	194,052	185,731
Deferred income	135,672	117,700
Condominium deposit liabilities	61,906	50,192
Accounts payable and accrued expenses	42,716	33,928
Tenant and other deposits	31,936	31,193
Accrued interest	29,535	16,504
Accrued payroll and other employee liabilities	15,603	31,271
Accrued real estate taxes	7,171	15,134
Interest rate swaps	19,214	4,217
Other	24,743	27,371
Total accounts payable and accrued expenses	564,621	515,354
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase in prepaid expenses and other assets	109,700
Increase (decrease) in condominium deposits	116,400
Other net changes	1,700
Increase in tenant and other receivables	3,100
Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Expenses
Increase in accounts payable and accrued expenses	49,300
Increase in condominium deposits liability	11,700
Increase in accrued interest	13,000
Increase in construction payable	8,300
Increase in interest rate swap liability	15,000
Increase in accrued payroll and other employee liabilities	(15,700)
Decrease in accrued real estate taxes	(8,000)
Other immaterial decreases	(1,800)
33 Peck Slip \| Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Decrease in security and escrow deposits	(8,700)
Sale of units \| Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase (decrease) in condominium deposits	6,800
Summerlin \| Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Expenses
Increase in accounts payable and accrued expenses	8,800
Increase in deferred income	18,000
Leases, Acquired-in-Place
Prepaid Expenses and Other Assets
Net carrying amount	20,245	22,139
Ground Leases below Market
Prepaid Expenses and Other Assets
Net carrying amount	19,240	19,325
Tenant Leases above Market
Prepaid Expenses and Other Assets
Net carrying amount	3,348	3,581
Ground Leases above Market
Accounts Payable and Accrued Expenses
Net carrying amount	$ 2,073	$ 2,113

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Summary of Changes in Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance at the beginning of the period	$ (7,889)
Other comprehensive income (loss) before reclassifications	(10,222)
Loss reclassified from accumulated other comprehensive loss to net income (loss)	351
Other comprehensive income (loss)	(9,871)	$ 453
Balance at the end of the period	$ (17,760)

- Definition

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

+ References + Details

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Summary of Amounts Reclassified Out of AOCI) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes	$ (65,233)	$ (2,284)
Net income (loss)	143,765	$ (105,959)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges \| Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes	(254)
Net income (loss)	351
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges \| Interest Rate Swap \| Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss)
Interest expense	$ 605

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		3 Months Ended		27 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jun. 27, 2013	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2016	Dec. 31, 2015
Commitments
Amount of outstanding letters of credit and surety bonds		$ 91,600,000		$ 91,600,000	$ 86,100,000
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
Damage Due to Flooding \| South Street Seaport Ground Lease
Commitments
Insurance recoveries collected		$ 0	$ 300,000	$ 47,900,000

SEGMENTS (Summary of Segment Operating Results) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) segment	Mar. 31, 2015 USD ($)
Segments reporting
Number of reportable segments \| segment	3
Land sales	$ 41,942	$ 48,081
Builder price participation	4,647	5,698
Minimum rents	41,309	35,194
Tenant recoveries	10,528	9,667
Condominium rights and unit sales	122,094	34,857
Other land revenues	3,033	3,293
Hospitality revenues	12,909	12,003
Other rental and property revenues	3,204	6,297
Total revenues	239,666	155,090
Cost of sales - land	15,688	23,896
Other property operating costs	15,742	18,145
Rental property real estate taxes	6,748	6,200
Rental property maintenance costs	3,132	2,744
Hospitality expenses	10,475	9,078
Provision for (recovery of) doubtful accounts	3,041	809
Demolition costs	472	117
Development-related marketing costs	4,531	6,243
Depreciation and amortization	22,972	21,510
Other expense (income)	(359)	(1,464)
Interest income	(269)	(136)
Equity in Earnings from Real Estate and Other Affiliates	(1,932)	(1,788)
Gain on sale of 80 South Street Assemblage	(140,479)
REP EBT	213,853	37,815
Operating Segments \| Master Planned Communities
Segments reporting
Land sales	41,942	48,081
Builder price participation	4,647	5,698
Minimum rents	143	215
Other land revenues	3,023	3,284
Total revenues	49,755	57,278
Cost of sales - land	15,688	23,896
Land sales operations	7,300	7,579
Land sales real estate and business taxes	2,294	2,404
Depreciation and amortization	83	95
Interest income	(16)	(16)
Interest expense	(5,339)	(4,762)
Total expenses	20,010	29,196
REP EBT	29,745	28,082
Operating Segments \| Operating Assets
Segments reporting
Minimum rents	41,118	34,312
Tenant recoveries	10,523	9,573
Other rental and property revenues	3,083	6,274
Total revenues	67,633	62,162
Resort and conference center revenues	12,909	12,003
Other property operating costs	14,118	17,486
Rental property real estate taxes	6,142	5,520
Rental property maintenance costs	3,001	2,627
Resort and conference center operations	10,475	9,078
Provision for (recovery of) doubtful accounts	2,979	809
Demolition costs	472	117
Development-related marketing costs	1,100	2,266
Depreciation and amortization	21,201	18,762
Other expense (income)	(363)
Interest income	(8)	(10)
Interest expense	9,153	6,495
Equity in Earnings from Real Estate and Other Affiliates	(1,927)	(885)
Total expenses	66,343	62,265
REP EBT	1,290	(103)
Operating Segments \| Strategic Developments
Segments reporting
Minimum rents	48	667
Tenant recoveries	5	94
Condominium rights and unit sales	122,094	34,857
Other land revenues	10	6
Other rental and property revenues	121	26
Total revenues	122,278	35,650
Condominium rights and unit cost of sales	74,815	22,409
Other property operating costs	1,624	659
Rental property real estate taxes	606	680
Rental property maintenance costs	131	117
Provision for (recovery of) doubtful accounts	62
Development-related marketing costs	3,431	3,977
Depreciation and amortization	659	1,016
Other expense (income)	(244)	(333)
Interest income	(6)
Interest expense	(1,134)	(1,807)
Equity in Earnings from Real Estate and Other Affiliates	(5)	(904)
Gain on sale of 80 South Street Assemblage	(140,479)
Total expenses	(60,540)	25,814
REP EBT	$ 182,818	$ 9,836

SEGMENTS (Reconciliation of REP EBT to Income (Loss) Before Taxes) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Reconciliation of REP EBT to GAAP net income (loss)
REP EBT	$ 213,853	$ 37,815
General and administrative	(20,324)	(18,963)
Warrant liability gain (loss)	29,820	(108,810)
Corporate other income (expense), net	359	1,464
Corporate depreciation and amortization	(22,972)	(21,510)
Net income (loss)	143,765	(105,959)
Corporate
Reconciliation of REP EBT to GAAP net income (loss)
Corporate interest income/(expense), net	(13,076)	(13,212)
Warrant liability gain (loss)	29,820	(108,810)
Corporate other income (expense), net	(246)	1,132
Corporate depreciation and amortization	(1,029)	(1,637)
Net income (loss)	208,998	(103,675)
Operating Segments \| Consolidated Properties
Reconciliation of REP EBT to GAAP net income (loss)
General and administrative	$ (20,324)	$ (18,963)

SEGMENTS (Reconciliation of Segment Revenue to Consolidated Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 239,666	$ 155,090
Master Planned Communities \| Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	49,755	57,278
Operating Assets \| Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	67,633	62,162
Strategic Developments \| Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 122,278	$ 35,650

SEGMENTS (Summary of Assets by Segment and Reconciliation of Segment Assets to Total Assets) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Reconciliation of total segment assets to total assets
Assets	$ 6,031,974	$ 5,721,582
Operating Assets
Additional information
Increase (decrease) in assets	73,900
Strategic Developments
Additional information
Increase (decrease) in assets	192,100
Operating Segments
Reconciliation of total segment assets to total assets
Assets	5,775,813	5,526,943
Operating Segments \| Master Planned Communities
Reconciliation of total segment assets to total assets
Assets	2,005,373	2,022,524
Operating Segments \| Operating Assets
Reconciliation of total segment assets to total assets
Assets	2,439,617	2,365,724
Operating Segments \| Strategic Developments
Reconciliation of total segment assets to total assets
Assets	1,330,823	1,138,695
Corporate
Reconciliation of total segment assets to total assets
Assets	256,161	$ 194,639
Additional information
Increase (decrease) in assets	$ 61,500