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Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Dec. 31, 2016	Feb. 16, 2017	Jun. 30, 2016
Document and Entity Information
Entity Registrant Name	Howard Hughes Corp
Entity Central Index Key	0001498828
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 3.1
Entity Common Stock, Shares Outstanding		40,115,936
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Investment in real estate:
Master Planned Community assets	$ 1,669,561	$ 1,642,842
Land	320,936	322,462
Buildings and equipment	2,027,363	1,772,401
Less: accumulated depreciation	(245,814)	(232,969)
Developments	961,980	1,036,927
Net property and equipment	4,734,026	4,541,663
Investment in Real Estate and Other Affiliates	76,376	57,811
Net investment in real estate	4,810,402	4,599,474
Cash and cash equivalents	665,510	445,301
Accounts receivable, net	9,883	9,962
Municipal Utility District receivables, net	150,385	139,946
Notes receivable, net	155	1,664
Deferred expenses, net	64,531	61,804
Prepaid expenses and other assets, net	666,516	463,431
Total assets	6,367,382	5,721,582
Liabilities:
Mortgages, notes and loans payable	2,690,747	2,443,962
Deferred tax liabilities	200,945	89,221
Warrant liabilities	332,170	307,760
Uncertain tax position liability		1,396
Accounts payable and accrued expenses	572,010	515,354
Total liabilities	3,795,872	3,357,693
Commitments and Contingencies (see Note 10)
Equity:
Common stock: $.01 par value; 150,000,000 shares authorized, 39,851,036 shares issued and 39,838,975 outstanding as of December 31, 2016 and 39,714,838 shares issued and outstanding as of December 31, 2015	398	398
Additional paid-in capital	2,853,269	2,847,823
Accumulated deficit	(277,912)	(480,215)
Accumulated other comprehensive loss	(6,786)	(7,889)
Treasury stock, at cost, 12,061 and 0 shares as of December 31, 2016 and December 31, 2015, respectively	(1,231)
Total stockholders' equity	2,567,738	2,360,117
Noncontrolling interests	3,772	3,772
Total equity	2,571,510	2,363,889
Total liabilities and equity	$ 6,367,382	$ 5,721,582

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 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	39,802,064	39,714,838
Common stock, shares outstanding	39,790,003	39,714,838
Treasury stock, shares held	12,061	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenues:
Condominium rights and unit sales	$ 485,634	$ 305,284	$ 83,565
Master Planned Community land sales	215,318	187,399	325,099
Minimum rents	173,268	150,805	97,234
Builder price participation	21,386	26,846	20,908
Tenant recoveries	44,330	39,542	28,353
Hospitality revenues	62,252	45,374	37,921
Other land revenues	16,232	14,803	16,503
Other rental and property revenues	16,585	27,035	24,982
Total revenues	1,035,005	797,088	634,565
Expenses:
Condominium rights and unit cost of sales	319,325	191,606	49,995
Master Planned Community cost of sales	95,727	88,065	119,672
Master Planned Community operations	42,371	44,907	41,794
Other property operating costs	65,978	72,751	67,034
Rental property real estate taxes	26,847	24,138	17,407
Rental property maintenance costs	12,392	10,712	9,135
Hospitality operating costs	49,359	34,839	31,829
Provision for doubtful accounts	5,664	4,030	1,404
Demolition costs	2,212	3,297	6,734
Development-related marketing costs	22,184	25,466	22,783
General and administrative	86,588	81,345	73,569
Depreciation and amortization	95,864	98,997	55,958
Total expenses	824,511	680,153	497,314
Operating income before other items	210,494	116,935	137,251
Other:
Provision for impairment	(35,734)
Gain on sale of 80 South Street Assemblage	140,549
Other income, net	11,453	1,829	29,471
Total other	116,268	1,829	29,471
Operating income	326,762	118,764	166,722
Interest income	1,359	586	22,531
Interest expense	(65,724)	(59,744)	(38,624)
Warrant liability (loss) gain	(24,410)	58,320	(60,520)
Gain on acquisition of partner's interest in Millennium Six Pines Apartments	27,088
Increase in tax indemnity receivable			90
Loss on settlement of tax indemnity receivable			(74,095)
(Loss) gain on disposal of operating assets	(1,117)	29,073
Equity in earnings from Real Estate and Other Affiliates	56,818	3,721	23,336
Income (loss) before taxes	320,776	150,720	39,440
Provision for income taxes	(118,450)	(24,001)	(62,960)
Net income (loss)	202,326	126,719	(23,520)
Net income attributable to noncontrolling interests	(23)		(11)
Net income (loss) attributable to common stockholders	$ 202,303	$ 126,719	$ (23,531)
Basic income (loss) per share: (in dollars per share)	$ 5.12	$ 3.21	$ (0.60)
Diluted income (loss) per share: (in dollars per share)	$ 4.73	$ 1.60	$ (0.60)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Comprehensive income (loss), net of tax:
Net income (loss)	$ 202,326	$ 126,719	$ (23,520)
Other comprehensive income (loss):
Interest rate swaps (a)	2,196	40	1,003
Capitalized swap interest expense (b)	(203)	(217)	(493)
Pension adjustment (c)	(890)
Other comprehensive income (loss)	1,103	(177)	510
Comprehensive income (loss)	203,429	126,542	(23,010)
Comprehensive (income) loss attributable to noncontrolling interests	(23)		(11)
Comprehensive income (loss) attributable to common stockholders	$ 203,406	$ 126,542	$ (23,021)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense	$ 1,300	$ 1,000	$ 200
Capitalized swap interest, deferred tax benefit	100	100	200
Pension adjustment, tax	$ 543	$ 0	$ 0

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, 2013	$ 396	$ 2,829,813	$ (583,403)	$ (8,222)		$ 6,562	$ 2,245,146
Balance at the beginning of the period, shares at Dec. 31, 2013	39,576,344
Increase (Decrease) in Stockholders' Equity
Net income (loss)			(23,531)			11	(23,520)
Preferred dividend payment on behalf of subsidiary						(12)	(12)
Interest rate swaps, net of tax				1,003			1,003
Capitalized swap interest, net of tax benefit				(493)			(493)
Stock plan activity		8,200					8,200
Stock plan activity, shares	61,750
Balance at the end of the period at Dec. 31, 2014	$ 396	2,838,013	(606,934)	(7,712)		3,743	2,227,506
Balance at the end of the period, shares at Dec. 31, 2014	39,638,094
Increase (Decrease) in Stockholders' Equity
Distribution to noncontrolling interest						(2,818)	(2,818)
Net income (loss)			126,719				126,719
Interest rate swaps, net of tax				40			40
Capitalized swap interest, net of tax benefit				(217)			(217)
Stock plan activity	$ 2	9,810					9,812
Stock plan activity, shares	76,744
Balance at the end of the period at Dec. 31, 2015	$ 398	2,847,823	(480,215)	(7,889)		3,772	2,363,889
Balance at the end of the period, shares at Dec. 31, 2015	39,714,838
Increase (Decrease) in Stockholders' Equity
Adjustment to noncontrolling interest						29	29
Net income (loss)			202,303			23	202,326
Preferred dividend payment on behalf of subsidiary						(23)	(23)
Interest rate swaps, net of tax				2,196			2,196
Pension adjustment, net of tax				(890)			(890)
Capitalized swap interest, net of tax benefit				(203)			(203)
Issuance of management warrants		1,000					1,000
Acquisition of noncontrolling partner's interest		(5,000)					(5,000)
Stock plan activity		9,446					9,446
Stock plan activity, shares	87,226
Treasury stock activity					$ (1,231)		(1,231)
Treasury stock activity, shares					12,061
Balance at the end of the period at Dec. 31, 2016	$ 398	$ 2,853,269	$ (277,912)	$ (6,786)	$ (1,231)	$ 3,772	$ 2,571,510
Balance at the end of the period, shares at Dec. 31, 2016	39,802,064				12,061

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Interest rate swaps, tax	$ 1,345	$ 966	$ 184
Pension adjustment, tax	543	0	0
Capitalized swap intererst, tax (benefit)	$ 109	$ 74	$ 199

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash Flows from Operating Activities:
Net income (loss)	$ 202,326	$ 126,719	$ (23,520)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation	81,878	82,275	50,683
Amortization	13,986	16,722	5,275
Amortization of deferred financing costs	6,977	5,734	4,378
Amortization of intangibles other than in-place leases	(1,857)	462	668
Straight-line rent amortization	(7,401)	(4,985)
Deferred income taxes	113,698	21,152	65,010
Restricted stock and stock option amortization	6,707	7,284	8,200
Gain on disposition of assets	(139,432)	(29,073)	(2,373)
Gain on acquisition of partner's interest in Millennium Six Pines Apartments	(27,088)
Warrant liability (gain) loss	24,410	(58,320)	60,520
Equity in earnings from Real Estate and Other Affiliates, net of distributions	(19,329)	1,182	11,222
Provision for doubtful accounts	5,664	4,030	1,404
Master Planned Community land acquisitions	(94)	(7,293)	(100,913)
Master Planned Community development expenditures	(149,592)	(197,020)	(140,735)
Master Planned Community cost of sales	88,065	69,104	110,885
Condominium development expenditures	(330,720)	(191,313)	(75,990)
Condominium rights and unit cost of sales	319,325	191,606	49,995
Provision for impairment	35,734
Deferred rental income		46,366
Reduction (increase) in tax indemnity receivable			(90)
Interest income related to tax indemnity			(21,510)
Loss on settlement of tax indemnity receivable			(74,095)
Proceeds received on settlement of tax indemnity receivable			138,000
Payment to IRS relating to tax court decision			(203,298)
Percentage of completion revenue recognition from sale of condominium rights and unit sales	(485,634)	(305,284)	(83,565)
Non-monetary consideration relating to land sale			(17,406)
Net changes:
Accounts and notes receivable	29,295	50,228	45,209
Prepaid expenses and other assets	2,763	(1,869)	(6,311)
Condominium deposits received	465,701	81,881	139,187
Deferred expenses	(8,911)	(11,743)	(36,641)
Accounts payable and accrued expenses	(46,322)	29,867	37,213
Condominium deposits held in escrow	(465,701)	(81,881)	(139,187)
Condominium deposits released from escrow	348,745	177,724
Other, net	(4,278)	375	(8,720)
Cash provided by (used in) operating activities	58,915	23,930	(58,315)
Cash Flows from Investing Activities:
Property and equipment expenditures	(9,662)	(15,439)	(8,521)
Operating property improvements	(20,247)	(8,409)	(6,299)
Property developments and redevelopments	(402,669)	(578,506)	(759,003)
Proceeds from grant to reimburse development costs	4,582
Proceeds from dispositions	410,917	25,139	11,953
Proceeds from insurance claims	3,107		12,901
Investment in KR Holdings, LLC		9,121	9,386
Acquisition of partner's interest in Millennium Six Pines Apartments (net of cash acquired)	(3,105)
Acquisition of partner's interest			(21,555)
Acquisition of One Mall North	(22,375)
Distributions from Real Estate and Other Affiliates	16,550
Note issued to Real Estate Affiliate	(25,000)
Proceeds from repayment of note to Real Estate Affiliate	25,000
Investments in Real Estate and Other Affiliates, net	(11,056)	(2,171)	(6,248)
Change in restricted cash	(4,605)	(6,580)	20,930
Other		1,277
Cash used in investing activities	(38,563)	(575,568)	(746,456)
Cash Flows from Financing Activities:
Proceeds from mortgages, notes and loans payable	535,505	583,822	597,553
Principal payments on mortgages, notes and loans payable	(333,302)	(103,808)	(120,182)
Preferred dividend payment on behalf of REIT subsidiary			(12)
Special Improvement District bond funds released from (held in) escrow	11,236	(39,241)
Deferred financing costs	(5,531)	(4,285)	(7,085)
Issuance of management warrants	1,000
Taxes paid on vested restricted stock	(1,231)
Stock options exercised	180
Acquisition of 1% partnership interest in GG Dr, LLC	(8,000)
Cash provided by financing activities	199,857	436,488	470,274
Net change in cash and cash equivalents	220,209	(115,150)	(334,497)
Cash and cash equivalents at beginning of period	445,301	560,451	894,948
Cash and cash equivalents at end of period	665,510	445,301	560,451
Supplemental Disclosure of Cash Flow Information:
Interest paid	123,687	99,296	84,497
Interest capitalized	64,344	47,221	46,513
Income taxes paid	11,191	3,318	204,898
Non-Cash Transactions:
Special Improvement District bond transfers associated with land sales	7,662	18,775	8,786
Property developments and redevelopments		2,530	38,567
Accrued interest on construction loan borrowing	4,386	2,863	4,785
MPC Land contributed to Real Estate Affiliate		15,234
Special Improvement District bond transfer to Real Estate Affiliate		(1,518)
Capitalized stock compensation	2,559	$ 2,526
Distribution of land to noncontrolling interests			2,818
Millennium Six Pines Apartments
Acquisition/Donation of Property:
Land	(11,225)
Building	(54,492)
Other assets	(1,261)
Mortgages, notes and loans payable	37,700
Other liabilities	(913)
1701 Lake Robbins
Acquisition/Donation of Property:
Land			(1,663)
Building			(3,725)
Other assets			(848)
Mortgages, notes and loans payable			4,600
Other liabilities			152
10-60 Columbia Corporate Center
Acquisition/Donation of Property:
Land			(23,404)
Building			(79,247)
Other assets			(28,997)
Other liabilities			1,648
85 South Street
Acquisition/Donation of Property:
Building			(3,979)
Below market lease obligation			$ 3,979
Merriweather Post Pavilion Donation
Acquisition/Donation of Property:
Mortgages, notes and loans payable	(2,834)
Other liabilities	(4,635)
Developments	18,066
Prepaid and other assets	$ (10,597)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

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

Management has evaluated all material events occurring subsequent to the date of the Consolidated Financial Statements up to the date and time this Annual Report is filed and concluded there were no events or transactions occurring during this period that required recognition or disclosure in the financial statements other than mentioned herein.

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), with all intercompany balances eliminated. The presentation includes the accounts of the Company, and those entities in which we have a controlling financial interest. The Company also consolidates certain variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation (“ASC 810”). The outside equity interests in certain entities controlled by the Company are reflected in the consolidated financial statements as a noncontrolling interest.

We have reclassified straight-line rent receivables of $31.5 million and $22.2 million from Accounts receivable to Prepaid expenses and other assets, net as of December 31, 2016 and 2015, respectively.

Use of Estimates

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

Segments

Segment information is prepared on the same basis that management reviews information for operational decision-making purposes. Management evaluates the performance of each of our real estate assets or investments individually and aggregates such properties into segments based on their economic characteristics and types of revenue streams. We operate in three business segments: (i) MPCs; (ii) Operating Assets; and (iii) Strategic Developments.

Investment in Real Estate

Master Planned Community Assets, Land, Buildings and Equipment

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

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


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

From time to time, we may reassess the development strategies for certain buildings and improvements which results in changes to our estimate of their remaining useful lives. As a result, we recognized an additional $1.0 million, or $0.02 per diluted share, $17.1 million, or $0.40 per diluted share, and $10.8 million, or $0.27 per diluted share, in depreciation expense during the years ended December 31, 2016, 2015 and 2014, respectively, due to the change in useful lives of these buildings and improvements. Fewer assets had a reduction in useful lives, resulting in less accelerated depreciation expense in the year ended December 31, 2016 compared to 2015. The increased depreciation expense for the year ended December 31, 2015 compared to December 31, 2014 was caused by development plans which included the demolition of certain pre-existing buildings and improvements, thereby resulting in a reduction to their useful lives.

Developments

Development costs, which primarily include direct costs related to placing the asset in service associated with specific development properties, are capitalized as part of the property being developed.

Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized before they are placed into service. Costs include direct material, labor and subcontract costs. Real estate taxes, utilities, legal and professional fees, interest, insurance costs and certain employee costs incurred during construction periods are also capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Demolition costs associated with these redevelopments are expensed as incurred. Once the assets are placed into service, they are depreciated in accordance with our policy. In the event that management no longer has the ability or intent to complete a development, the costs previously capitalized are evaluated for impairment.

Our Developments consist of the following categories:


	December 31,
(In thousands)	2016		2015
Land and improvements	$	188,544	$	182,843
Development costs		567,650		728,984
Condominium projects		205,786		125,100
Total Developments	$	961,980	$	1,036,927

Investment in Real Estate and Other Affiliates

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

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

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

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

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

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

Acquisitions of Properties

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

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

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

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

Impairment

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

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

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

Impairment indicators for development costs in our Strategic Developments segment are assessed by project and include, but are not limited to, significant changes in projected completion dates, revenues or cash flows, development costs, market factors, significant decreases in comparable property sale prices and feasibility.

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

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

Cash and Cash Equivalents

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

Revenue Recognition and Related Matters

Condominium Rights and Unit Sales

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

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

Land Sales Revenue

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

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

Rental Revenue

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

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

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

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

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

Hospitality Revenue

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

Other Income

Other income for the year ended December 31, 2016 primarily relates to a $6.2 million gain on insurance recoveries related to casualty losses at South Street Seaport from Superstorm Sandy and $2.8 million related to our participation interest in the golf courses at TPC Summerlin and TPC Las Vegas.

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

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

Marketing and Advertising

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

Accounts Receivable

Accounts receivable includes tenant rents, tenant recoveries and other receivables.

We record allowances against our receivables that we consider uncollectible. These allowances are reviewed periodically and are adjusted based on management’s estimate of receivables that will not be realized in subsequent periods. Management exercises judgment in establishing these allowances and considers payment history, current credit status and if the tenant is currently occupying the space in developing these estimates.

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


(In thousands)	2016		2015		2014
Balance as of January 1	$	4,406	$	7,619	$	7,390
Provision for doubtful accounts		5,664		4,030		1,404
Write-offs		(2,271)		(7,243)		(1,175)
Balance as of December 31,	$	7,799	$	4,406	$	7,619

The increase in the provision for the years ended December 31, 2016 and 2015 are consistent with the growth of the Operating Assets portfolio and increase in the number of tenants. The significant decrease in write-offs in the allowance for doubtful accounts in the year ended December 31, 2016 relates primarily to the recovery of uncollectible receivables from a tenant at an operating property that vacated its space. The significant increase in write-offs in the allowance for doubtful accounts in the year ended December 31, 2015 as compared to 2014 relates to uncollectible receivables from a tenant at an operating property that vacated its space.

Municipal Utility District Receivables

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

The developer initiates the MUD process by filing the applications for the formation of the MUD, and once the applications have been approved, a Board of Directors is elected for the MUD and given the authority to issue ad valorem tax bonds and the authority to tax residents. The MUD Board authorizes and approves all MUD development contracts and pay requests. MUD bond sale proceeds are used to reimburse the developer for its construction costs, including interest. MUD taxes are used to pay the debt service on the bonds and the operating expenses of the MUD. The Company estimates the costs it believes will be eligible for reimbursement as MUD receivables. Our MUD receivables are pledged as security to creditors under the debt facilities relating to our Bridgeland and The Woodlands MPCs. MUD receivables are shown net of an allowance of $0.9 million for the years ended December 31, 2016 and 2015, in the accompanying Consolidated Balance Sheets.

Notes Receivable

Notes receivable at December 31, 2016 include amounts due from homebuilders primarily at our Summerlin MPC. Our Summerlin MPC Community also held a $20.2 million note from a national homebuilder relating to a 2014 land sale bearing interest at 0.39%, which matured in November 2015, at which time payment was received in full.

Prepaid Expenses and Other Assets, net

The major components of Prepaid expenses and other assets, net include condominium receivables and condominium deposits (as discussed above in Revenue Recognition and Related Matters), Special Improvement District (“SID”) receivables and Straight-line rent receivables.

SID receivables are amounts due from SID bonds related to our MPCs. Proceeds from SID bonds are held in escrow by a third-party and are used to reimburse us for a portion of the development costs incurred in our Summerlin MPC. SID receivables are $61.6 million and $72.6 million as of December 31, 2016 and 2015, respectively.

Income Taxes

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

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

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

Deferred Expenses

Deferred expenses consist principally of leasing costs. Deferred leasing costs are amortized to amortization expense using the straight‑line method over periods that approximate the related lease terms. Deferred expenses are shown net of accumulated amortization of $14.1 million and $10.8 million as of December 31, 2016 and 2015, respectively.

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

On December 31, 2015 we adopted ASU 2015-03 which required debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The adoption of this ASU, which required a retrospective application for all reported periods, only impacted the presentation of deferred financing costs previously included in Deferred expenses. Mortgages, Notes and Loans Payable are presented net of Deferred financing costs for all balance sheet dates.

Stock Plans

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

Recently Issued Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-1, “Business Combinations (Topic 805), Clarifying the Definition of a Business”. The standard provides criteria to determine when an integrated set of assets and activities is not a business. The criteria requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. However, to be considered a business, the set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017. The new standard must be adopted prospectively with early adoption permitted. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In November 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-18, “Statement of Cash Flows - Restricted Cash”, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period, but any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The new standard must be adopted retrospectively. We are currently evaluating the impact of adopting ASU 2016-18 on our consolidated financial statements.

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. The standard requires reporting entities to evaluate whether they should consolidate a variable interest entity (“VIE”) in certain situations involving entities under common control. Specifically, the standard changes the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a reporting entity that is a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017. The new standard must be adopted retrospectively. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” The standard addresses how certain cash receipts and payments are presented and classified in the statement of cash flows. The effective date of this standard is for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses.” The standard modifies the impairment model for most financial assets, including trade accounts receivables and loans, and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The effective date of the standard is for fiscal years, and for interim periods within those years, beginning after December 15, 2019 with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The standard amends several aspects of accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance will require entities to recognize all income tax effects of awards in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The effective date of this standard is for fiscal years, and interim periods within those years, beginning after December 15, 2016 with early adoption permitted. We will adopt ASU 2016-09 during the first quarter of 2017. In addition to implementing the income tax guidance and cash flow classification changes, we anticipate making the policy election to account for forfeitures as they occur, and do not anticipate the adoption to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02, codified in Accounting Standards Codification (“ASC”) 842. The standard 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. The effective date of this standard is for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption 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. 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 is for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. Entities have the option of using either a full retrospective or a modified approach. We have concluded that after adoption we will not be able to recognize revenue for condominium projects on a percentage of completion basis, and generally revenue will be recognized when the units close and the title has transferred to the buyer. Additionally, we have elected to implement the full retrospective approach of adoption. We are continuing to evaluate the new guidance to determine any other impacts on our consolidated financial statements.

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2016

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 2 EARNINGS PER SHARE

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


	Year ended December 31,
(In thousands, except per share amounts)	2016		2015		2014
Basic EPS:
Numerator:
Net income (loss)	$	202,326	$	126,719	$	(23,520)
Net income attributable to noncontrolling interests		(23)		—		(11)
Net income (loss) attributable to common stockholders	$	202,303	$	126,719	$	(23,531)

Denominator:
Weighted average basic common shares outstanding		39,492		39,470		39,464

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	202,303	$	126,719	$	(23,531)
Less: Warrant liability gain		—		(58,320)		—
Adjusted net income (loss) attributable to common stockholders	$	202,303	$	68,399	$	(23,531)

Denominator:
Weighted average basic common shares outstanding		39,492		39,470		39,464
Restricted stock and stock options		343		411		—
Warrants		2,894		2,873		—
Weighted average diluted common shares outstanding		42,729		42,754		39,464


Basic income (loss) per share:	$	5.12	$	3.21	$	(0.60)


Diluted income (loss) per share:	$	4.73	$	1.60	$	(0.60)

The diluted EPS computation as of December 31, 2016 excludes 379,500 stock options because their inclusion would have been anti‑dilutive. The diluted EPS computation as of December 31, 2016 excludes 130,286 shares of restricted stock because market conditions have not been met.

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

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

SPONSOR AND MANAGEMENT WARRANTS	12 Months Ended
SPONSOR AND MANAGEMENT WARRANTS	Dec. 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 former Chief Financial Officer, in each case prior to his appointment to such position to purchase shares of our common stock. The Management Warrants represent 2,862,687 underlying shares, which may be adjusted pursuant to a net settlement option, were issued pursuant to such agreements at fair value in exchange for a combined total of approximately $19.0 million in cash from such executives at the commencement of their respective employment. Mr. Weinreb and Mr. Herlitz’s warrants have exercise prices of $42.23 per share and Mr. Richardson’s warrants have an exercise price of $54.50 per share. Generally, the Management Warrants become exercisable in November 2016 and expire in February 2018. As of December 31, 2016, the estimated $123.5 million fair value for the Sponsor Warrants representing warrants to purchase 1,916,667 shares and the estimated $208.7 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares were 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 warrant liability gains or losses, respectively, in the Consolidated Statements of Operations. On October 7, 2016, we entered into a management warrant agreement with our new Chief Financial Officer, David R. O’Reilly, prior to his appointment to the position. This warrant represents 50,125 underlying shares with an exercise price of $112.08 per share and was issued at fair value in exchange for $1.0 million in cash. All Management Warrants issued to Grant Herlitz were exercised in early January 2017, resulting in the net issuance of 202,579 shares in accordance with the warrant provisions, and none remain outstanding.

- 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

ACQUISITIONS AND DISPOSITIONS	12 Months Ended
ACQUISITIONS AND DISPOSITIONS	Dec. 31, 2016
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS	NOTE 4 ACQUISITIONS AND DISPOSITIONS On January 18, 2017, we closed on a land sale of approximately 36 acres of our 100 acre property, The Outlet Collection at Elk Grove, for gross sales proceeds of $36.0 million, resulting in a pretax gain of $32.2 million. We plan to develop the remaining 64 acres. Commencement of construction is dependent on meeting internal pre-leasing and financing requirements for the project. On January 6, 2017, we acquired the 11.4-acre Macy’s store and parking lot at Landmark Mall in Alexandria, VA, for $22.2 million. The Macy’s parcel is adjacent to the Landmark Mall, which we own and operate, and is located approximately nine miles from Washington, D.C. We plan to transform the mall and Macy’s parcel into an open-air, mixed-use community with retail, residential and entertainment components. On December 29, 2016, we sold Park West, a non-core 249,177 square foot open-air shopping, dining and entertainment destination in Peoria, Arizona for net cash proceeds of $32.5 million, resulting in a loss of $1.1 million, net of transaction costs. This loss is in addition to an impairment charge recorded in the third quarter 2016 to adjust the asset to fair value in anticipation of its sale (also see Note 6 – Impairment). As this asset was unleveraged, the sale will allow us to redeploy the net cash proceeds into acquisitions or our existing developments. On December 20, 2016, we acquired the American City Building for $13.5 million. We are currently formulating plans for the property. On December 19, 2016, we acquired One Mall North, a 97,500 square foot, 100% leased office building in Columbia, Maryland, for $22.2 million. The office building parcel and surface parking total 5.37 acres. On July 20, 2016, we acquired our joint venture partner’s 18.57% interest in the 314-unit Millennium Six Pines Apartments (formerly known as Millennium Woodlands Phase II, LLC) for $4.0 million resulting in the dissolution of the joint venture and consolidation of the asset in our financial statements. Simultaneously with the buyout, we replaced the joint venture’s existing $37.7 million construction loan with a $42.5 million fixed rate loan at 3.39% maturing August 1, 2028. Total assets of $67.9 million and liabilities of $42.7 million, including the fixed rate loan noted above, were consolidated into our financial statements at fair value as of the acquisition date. In accordance with GAAP, we recognized a gain of $27.1 million in conjunction with this acquisition relating to the step-up to fair value of the assets acquired. Prior to the acquisition, we accounted for our investment in Millennium Six Pines Apartments under the equity method. We now own 100% of this Class A multi-family property located in The Woodlands Town Center. Included in the Consolidated Statements of Operations for the year ended December 31, 2016 are revenues of $2.7 million and a pre-tax net loss of $0.4 million since the acquisition date. On June 1, 2016, the Circle T Ranch and Power Center joint venture sold approximately 72 acres to a subsidiary of Charles Schwab Corporation. Our financial results for the year ended December 31, 2016 reflect $10.5 million of pre-tax income on this transaction. 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. On September 4, 2015, the Company sold The Club at Carlton Woods, its 36-hole golf and country club in The Woodlands, for net cash proceeds of $25.1 million, and purchaser’s assumption of net liabilities of $4.0 million, resulting in a pre-tax gain of $29.1 million. The property was comprised of total assets of $20.9 million and total liabilities of $24.9 million. The property was developed and operated by us as an amenity for selling residential lots in a gated community in The Woodlands. Most of the lots have been sold, and the sale of this asset allowed us to redeploy capital to our development activities.

REAL ESTATE AND OTHER AFFILIATES

12 Months Ended

Dec. 31, 2016

REAL ESTATE AND OTHER AFFILIATES

REAL ESTATE AND OTHER AFFILIATES

NOTE 5 REAL ESTATE AND OTHER AFFILIATES

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


	Economic/Legal Ownership				Carrying Value					Share of Earnings/Dividends
	December 31,		December 31,		December 31,		December 31,			Year Ended December 31,
($ in thousands)	2016		2015		2016		2015			2016		2015		2014
Equity Method Investments
Master Planned Communities:
The Summit (a)	—	%	—	%	$	32,653	$	12,052	$	43,501	$	—	$	—
Operating Assets:
Las Vegas 51s, LLC (b) (c)	50.00		50.00			11,062		11,050		12		152		(88)
Constellation (a) (b)	50.00		50.00			2,730		2,685		(54)		—		—
33 Peck Slip (Grandview SHG, LLC) (a)	35.00		—			8,243		—		106		—		—
The Metropolitan Downtown Columbia (d)	50.00		50.00			(1,064)		4,872		(800)		(13)		—
Millennium Six Pines Apartments (e)	100.00		81.43			—		—		44		(1,165)		(1,291)
Stewart Title of Montgomery County, TX	50.00		50.00			3,611		3,715		696		996		1,301
Woodlands Sarofim #1	20.00		20.00			2,683		2,588		182		166		175
Strategic Developments:
Circle T Ranch and Power Center (a)	50.00		50.00			4,956		9,128		10,497		—		—
HHMK Development	50.00		50.00			10		10		—		549		2,120
KR Holdings	50.00		50.00			707		689		18		1,289		19,470
m.flats/TEN.M (a)	50.00		50.00			6,379		7,070		—		—		—
						71,970		53,859		54,202		1,974		21,687
Cost method investments						4,406		3,952		2,616		1,747		1,649
Investment in Real Estate and Other Affiliates					$	76,376	$	57,811	$	56,818	$	3,721	$	23,336

(a)

Please refer to the discussion below for a description of the joint venture ownership structure.

(b)

Equity method variable interest entity (“VIE”) as of December 31, 2016.

(c)

Formerly known as Summerlin Baseball Club, part of the Clark County Las Vegas Stadium LLC joint venture.

(d)

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

(e)

As of July 20, 2016, we acquired our joint venture partner’s interest in Millennium Six Pines Apartments (formerly known as Millennium Woodlands Phase II, LLC) and have fully consolidated the assets and liabilities of the entity. See Note 4 – Acquisitions and Dispositions for additional information regarding this transaction. The investment balance was in a $1.8 million deficit position and reported in Accounts payable and accrued expenses as of December 31, 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 $13.8 million and $21.5 million as of December 31, 2016 and 2015, respectively, and was classified as Investment in Real Estate and Other Affiliates, in the Consolidated Balance Sheets. As of December 31, 2016 and 2015, approximately $125.1 million and $109.6 million, respectively, of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our proportionate share was approximately $55.5 million and $64.8 million as of December 31, 2016 and 2015, respectively, based upon our economic ownership. All of this indebtedness is without recourse to us.

The Company is the primary beneficiary of one VIE which is consolidated in the financial statements. The creditors of the consolidated VIE do not have recourse to the Company. As of December 31, 2016, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $21.7 million and $1.4 million, respectively. As of December 31, 2015, the carrying values of the assets and liabilities associated with 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 (“Our Capital Contribution”), or $226,000 per acre. Discovery is required to fund up to a maximum of $30.0 million of cash as their capital contribution and we have no further capital obligations. The gains on the contributed land will be recognized in Equity in earnings from Real Estate and Other Affiliates as the joint venture sells lots.

After receipt of Our Capital Contribution and a 5.0% preferred return, Discovery is entitled to cash distributions by the joint venture until it has received two times its equity contribution. Any further cash distributions are shared 50/50. Discovery is the manager on the project, and development began in second quarter 2015. As of December 31, 2016, the project has contracted for approximately $226.4 million in land sales, of which $184.9 million in lot closings were completed, resulting in Equity in earnings to us of $43.5 million. Given the nature of the venture’s capital structure and the provisions for the liquidation of assets, our share of the venture’s income-producing activities will be recognized based on the HLBV method. Please refer to Note 1 – Summary of Significant Accounting Policies in our Consolidated Financial Statements for a description of the HLBV method.

The Summit had $151.3 million of assets, $116.5 million in liabilities and $34.8 million of equity as of December 31, 2016. For the year ended December 31, 2016, the Summit had revenues of $80.0 million (recognized on a percentage of completion basis), gross margin of $47.2 million and net income of $43.5 million.

33 Peck Slip

In January 2016, we entered into a joint venture, which purchased a hotel located at 33 Peck Slip in the Seaport District of New York. We advanced a bridge loan of $25.0 million at a 5.0% interest rate to the joint venture at closing to expedite the acquisition, which was repaid in full in June 2016. In second quarter 2016, upon completion of a refinancing of the property with a $36.0 million redevelopment loan, we made an additional capital contribution of $2.3 million. Our total investment in the joint venture is $8.2 million as of December 31, 2016. The 33 Peck Slip hotel was closed at the end of December 2016 for redevelopment.

Circle T Ranch and Power Center

On June 1, 2016, the Circle T Ranch and Power Center joint venture sold approximately 72 acres to a subsidiary of Charles Schwab Corporation. See Note 4 – Acquisitions and Dispositions for additional information regarding this transaction.

m.flats/TEN.M

On October 4, 2013, we entered into a joint venture agreement with a local developer, 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 for a total book value contribution of $7.1 million. 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. We accounted for this transaction as a partial sale of the land for which we recognized a net profit of $0.2 million at December 31, 2016. As of December 31, 2016, we contributed $6.3 million into this joint venture.

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. We and our partner each own 50% of the venture, and unanimous consent of the partners is required for all major decisions. This project represents the first residential development in Summerlin’s 400-acre downtown. In 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. Additionally, our partner is the development manager, funded all pre-development activities, obtained construction financing in first quarter 2015 and provided guarantees required by the lender. The project is financed by a $15.8 million construction loan with an outstanding balance of $13.5 million as of December 31, 2016. The loan is non-recourse to us. In the fourth quarter 2015, we each 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 is being completed in phases. New tenants began to take occupancy in third quarter 2016. As of December 31, 2016, the project is 51.6% occupied and 66.1% leased.

IMPAIRMENT

12 Months Ended

Dec. 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 over our anticipated holding period 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, based on Level 3 inputs. 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.

During the third quarter 2016, we implemented a plan to sell Park West, a non-core 249,177 square foot open-air shopping, dining and entertainment destination in Peoria, Arizona. The sale allows for us to redeploy the net cash proceeds from this unleveraged asset into our existing developments. We recognized a $35.7 million impairment charge during the third quarter 2016 due to our shorter than previously anticipated holding period. The $34.9 million net carrying value of Park West, after the impairment, represented our best estimate of its current fair market value at that date. As discussed in Note 4 – Acquisitions and Dispositions, on December 29, 2016, we sold Park West for $32.5 million and recognized a loss of $1.1 million, net of transaction costs, in conjunction with this sale.

The following table summarizes our provision for impairment:


			Provision for impairment as of December 31,
Impaired Asset	Location	Method of Determining Fair Value	2016		2015
			(In thousands)
Operating Assets:
Park West	Peoria, AZ	Discounted cash flow analysis using capitalization rate of 6.75%	$	35,734	$	—

There were no impairment charges for the years ended December 31, 2015 or 2014. No impairment charges were recorded for any of our Investments in Real Estate and Other Affiliates for the years ended December 31, 2016, 2015 or 2014.

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 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 using 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 of 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:

f
	December 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:
Interest Rate Swaps and Caps		(149)		—		(149)		—		4,217		—		4,217		—
Warrants		332,170		—		—		332,170		307,760		—		—		307,760

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

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves.

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


(In thousands)	2016		2015		2014
Balance as of January 1	$	307,760	$	366,080	$	305,560
Warrant liability loss (gain) (a)		24,410		(58,320)		60,520
Balance as of December 31	$	332,170	$	307,760	$	366,080

(a)

All gains/losses during 2016, 2015 and 2014 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 not yet exercisable, a discount for lack of marketability. Generally, an increase in expected volatility would increase 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, are as follows:

C
	Unobservable Inputs
	Expected Volatility (a)	Marketability Discount (b)
December 31, 2016	31.0%	0.0% - 1.0%
December 31, 2015	27.4%	10.0% - 12.0%

(a)

Based on our implied equity volatility.

(b)

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

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


		December 31, 2016				December 31, 2015
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash	Level 1	$	665,492	$	665,492	$	445,283	$	445,283
Notes receivable, net (a)	Level 3		155		155		1,664		1,664

Liabilities:
Fixed-rate debt	Level 2	$	1,178,362	$	1,224,573	$	1,141,381	$	1,137,166
Variable-rate debt	Level 2		1,524,319		1,524,319		1,314,973		1,314,973

(a)

Notes receivable is shown net of an allowance of $0.1 million and $0.2 million at December 31, 2016 and 2015, respectively.

Notes receivable are carried at net realizable value which approximates fair value. The estimated fair values are based on certain factors, such as current interest rates, terms of the note and credit worthiness of the borrower.

The fair value of fixed-rate debt in the table above, not including our Senior Notes (please refer to Note 8 – Mortgages, Notes and Loans Payable in our Consolidated Financial Statements), was estimated based on a discounted future cash payment model, which includes risk premiums and a risk free rate derived from the current London Interbank Offered Rate (“LIBOR”) or U.S. Treasury obligation interest rates. The discount rates reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The fair value of our Senior Notes, included in fixed rate debt in the table above, is based upon the 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

MORTGAGES, NOTES AND LOANS PAYABLE

12 Months Ended

Dec. 31, 2016

MORTGAGES, NOTES AND LOANS PAYABLE

MORTGAGES, NOTES AND LOANS PAYABLE

NOTE 8 MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:


	December 31,		December 31,
(In thousands)	2016		2015
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,134,339	$	1,087,642
Special Improvement District bonds		44,023		53,739
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,524,319		1,314,973
Deferred Financing Costs, net of accumulated amortization of $14.3 million and $12.7 million, respectively		(11,934)		(12,392)
Total mortgages, notes and loans payable	$	2,690,747	$	2,443,962

(a)

As more fully described below, $182.1 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 December 31, 2016 and 2015, respectively.

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


					Maximum		Carrying Value
	Initial / Extended	Interest			Facility		December 31,		December 31,
($ in thousands)	Maturity (a)	Rate			Amount		2016		2015
Master Planned Communities
Bridgeland Credit Facility	November 2020 / November 2022	4.60	%	(b)	$	65,000	$	65,000	$	40,072
Summerlin South SID Bonds - S124	December 2019	5.95	%					123		159
Summerlin South SID Bonds - S128	December 2020	7.30	%					440		534
Summerlin South SID Bonds - S128C	December 2030	6.05	%					4,600		4,856
Summerlin South SID Bonds - S132	December 2020	6.00	%					1,268		1,676
Summerlin South SID Bonds - S151	June 2025	6.00	%					4,159		4,534
Summerlin South SID Bonds - S159	June 2035	6.00	%					2,389		9,020
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%					—		1,047
Summerlin West SID Bonds - S812	October 2035	6.00	%					27,459		28,328
The Woodlands Master Credit Facility	August 2018	3.47	%	(b)		150,000		150,000		192,663
Master Planned Communities Total								255,438		282,889

Operating Assets
10-60 Columbia Corporate Centers	May 2020 / May 2022	2.94	%	(b)(c)				80,000		80,000
70 Columbia Corporate Center	July 2017 / July 2019	2.97	%	(b)				20,000		20,000
Columbia Regional Building	March 2019	2.72	%	(b)		23,008		22,188		22,188
Downtown Summerlin (d)	July 2017 / July 2019	2.97	%	(b)		311,800		302,981		289,804
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%					—		235
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					3,350		3,350
Embassy Suites at Hughes Landing	October 2018 / October 2020	3.22	%	(b)		37,100		29,461		20,064
One Hughes Landing	December 2029	4.30	%					52,000		52,000
Two Hughes Landing	December 2030	4.20	%					48,000		48,000
Three Hughes Landing (d)	December 2017 / December 2019	3.07	%	(b)		65,455		35,053		23,268
1725-35 Hughes Landing Boulevard	June 2018 / June 2019	2.37	%	(b)		143,000		105,647		89,677
Hughes Landing Retail	December 2036	3.50	%			35,000		35,000		28,726
1701 Lake Robbins	April 2017	5.81	%					4,600		4,600
Lakeland Village Center at Bridgeland	May 2018 / May 2020	3.07	%	(b)		14,000		9,979		—
Millennium Waterway Apartments	June 2022	3.75	%					55,584		55,584
Millennium Six Pines Apartments	August 2028	3.39	%					42,500		—
110 N. Wacker	October 2019	5.21	%	(e)				22,704		26,481
9303 New Trails	December 2023	4.88	%					12,378		12,734
One Lakes Edge	February 2017 / February 2019	4.22	%	(b)		73,525		68,874		67,517
Outlet Collection at Riverwalk	October 2017 / October 2019	3.47	%	(b)		56,100		55,778		56,100
3831 Technology Forest Drive	March 2026	4.50	%					22,383		22,759
The Westin at The Woodlands (d)	August 2018 / August 2019	3.37	%	(b)		69,300		58,077		33,361
The Woodlands Resort & Conference Center	December 2018 / December 2020	3.97	%	(b)				70,000		85,000
Ward Village	September 2021 / September 2023	3.43	%	(b)(f)				238,718		238,716
20/25 Waterway Avenue	May 2022	4.79	%					13,886		14,112
3 Waterway Square	August 2028	3.94	%					51,590		52,000
4 Waterway Square	December 2023	4.88	%					36,249		37,293
Other								235		—
Capital lease obligations	various	3.60	%					1		52
Operating Assets Total								1,497,216		1,383,621

Strategic Developments
Ae`o	December 2019 / December 2021	4.72	%	(b)		230,000		—		—
HHC 242 Self Storage Facility	October 2019 / October 2021	3.32	%	(b)		6,658		3,708		—
HHC 2978 Self Storage Facility	January 2020 / January 2022	3.32	%	(b)		6,368		1,715		—
Ke Kilohana	December 2019 / December 2020	3.97	%	(b)		142,656		—		—
One Merriweather	February 2020 / February 2021	2.87	%	(b)		49,900		23,588		—
Two Merriweather	October 2020 / October 2021	3.22	%	(b)		33,156		—		—
Waiea and Anaha (g)	November 2017 / November 2019	7.47	%	(b)		410,000		160,847		27,817
Strategic Developments Total								189,858		27,817

Other Corporate Financing Arrangements	June 2018	3.00	%					15,948		18,794
Senior Notes	October 2021	6.88	%					750,000		750,000
Unamortized underwriting fees								(5,779)		(6,767)
Deferred Financing Costs, net								(11,934)		(12,392)

Total mortgages, notes, and loans payable							$	2,690,747	$	2,443,962

(a)

Maturity dates presented include initial maturity date as well as the extended or final maturity date as contractually stated. Extension periods generally can be exercised at our option at the initial maturity date, subject to customary extension terms that are based on current property performance projections. Such extension terms may include, but are not limited to, minimum debt service coverage, minimum occupancy levels or condominium sales levels, as applicable and other performance criteria. In certain cases due to property performance not meeting covenants, we may have to paydown a portion of the loan in order to obtain the extension.

(b)

The interest rate presented is based on the one month LIBOR rate, which was 0.72% at December 31, 2016.

(c)

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

(d)

Based on current performance of Downtown Summerlin, Three Hughes Landing and The Westin at The Woodlands, a paydown may be required in order to exercise the extension option.

(e)

The $22.7 million outstanding principal balance is swapped to a 5.21% fixed-rate through maturity.

(f)

$119.4 million of the outstanding principal balance is swapped to a 3.64% fixed-rate through maturity.

(g)

The Waiea and Anaha facility originally provided available financing of up to $600 million and is now reduced to $410 million subsequent to paydowns made on the loan in fourth quarter 2016. The facility is a non-recourse construction loan cross-collateralized by the condominium towers bearing interest at one-month LIBOR plus 6.75% with an initial maturity date of November 6, 2017, and two, one-year extension options. In August 2016, the original financing agreement was modified. The modification allowed for an immediate advance on the loan of $50 million, returning a substantial portion of the project’s prior cash equity contribution to us and provided for an additional distribution of up to $113 million from Waiea’s initial bulk closing in November 2016. The balance of Waiea sales proceeds are to be applied to the loan balance as well as fund any construction costs remaining for Waiea. The interest rate and maturity date remained unchanged.

The weighted average interest rate on our mortgages, notes and loans payable, excluding interest rate hedges, was 4.71% and 4.44% as of December 31, 2016 and 2015, respectively.

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

$750.0 million of Senior Notes;

ii.

$311.8 million financing for the Downtown Summerlin development which has an initial maximum recourse of 35% 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 December 31, 2016, 35% of the outstanding loan balance remains recourse to HHC;

iii.

$142.7 million of construction financing for Ke Kilohana with an initial maximum recourse of 30% of the outstanding balance;

iv.

$56.1 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 the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for twelve months. As of December 31, 2016, 50% of the outstanding loan balance remains recourse to HHC;

$15.9 million of Other Corporate Financing Arrangements; and

vi.

$7.0 million of the 110 N. Wacker mortgage.

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 December 31, 2016, land, buildings and equipment and developments with a net book value basis of $3.1 billion have been pledged as collateral for our mortgages, notes and loans payable.

The following table summarizes the contractual obligations relating to our mortgages, notes and loans payable as of December 31, 2016 based on final maturity dates:


	Mortgages, notes
	and loans payable
(In thousands)	principal payments
2017	$	66,539
2018		126,541
2019		850,263
2020		121,626
2021		789,101
Thereafter		754,390
Total principal payments		2,708,460
Deferred financing costs, net and unamortized underwriting fees		(17,713)
Total mortgages, notes and loans payable	$	2,690,747

As of December 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 which increased the Bridgeland Credit Facility to $65.0 million. The facility 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 providing working capital at Bridgeland for development efforts necessary 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 had an August 2016 initial maturity date with two, one–year extension options. In July 2016, we exercised our first one-year extension option, which reduced the total commitment to $175.0 million. Semi-annual principal payments of $25.0 million began on December 31, 2016 and continue through the second, optional one-year extension period. The TWL Facility and The Woodlands Resort & Conference Center loans are recourse to the entities that directly own The Woodlands operations. 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.

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 the year ended December 31, 2016, no new SID bonds were issued and $7.7 million in obligations were assumed by buyers.

Operating Assets

On January 19, 2017, we closed on a non‑recourse financing totaling $25.0 million replacing the $23.0 million construction loan on the Columbia Regional Building, a retail building located in Columbia, Maryland. The loan bears interest at 4.48% and matures on February 11, 2037.

On January 17, 2017, we amended and restated our $80.0 million non-recourse mortgage financing for the 10-60 Columbia Corporate Center office buildings with a $94.5 million loan. Contemporaneously with this amendment, we received $14.5 million to purchase One Mall North, a 97,500 square foot office building in Columbia, Maryland. 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 December 30, 2016, we amended and restated our $85.0 million mortgage financing for The Woodlands Resort & Conference Center with a $70.0 million mortgage. Contemporaneously with this amendment, we made a $15.0 million principal reduction payment as required by the loan agreement. The loan bears interest at LIBOR plus 3.25% and has an initial maturity date of December 30, 2018, with two, one-year extension options.

On December 8, 2016, we modified the $36.6 million construction financing to $35.0 million for Hughes Landing Retail. The loan bears fixed interest at 3.50% and has an initial maturity date of December 8, 2036.

On November 25, 2016, we amended and extended our $73.5 million construction loan for One Lakes Edge with a $71.9 million mortgage. Contemporaneously with this amendment, we made a $3.0 million principal reduction payment as required by the loan agreement. The loan bears interest at one-month LIBOR plus 3.50%. On February 23, 2017, we refinanced the One Lakes Edge construction loan with a 12 year Fannie Mae loan. The new loan amount is $69.4 million with a fixed rate of 4.50%. The loan is interest only for four years then begins amortizing on a 30 year basis.

On October 24, 2016, we modified the $64.4 million construction financing to $56.1 million for Outlet Collection at Riverwalk. The loan bears interest at one-month LIBOR plus 2.75% and has an initial maturity date of October 24, 2017 with two, one–year extension options. The initial recourse amount of 50.0% will be reduced to 25.0% upon the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for 12 months. As of December 31, 2016, 50% of the outstanding loan balance remains recourse to us.

On September 12, 2016, we amended and restated the $238.7 million first mortgage secured by Ward Village. The non-recourse term loan bears interest at one-month LIBOR plus 2.50% with an initial maturity date of September 12, 2021, with two, one year extension options. $119.4 million of the outstanding principal balance is swapped at a 3.64% fixed-rate through maturity. There was no undrawn availability on this loan as of December 31, 2016.

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

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

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

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

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

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

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

Strategic Developments

On December 23, 2016, we closed on a $142.7 million partial recourse construction loan for Ke Kilohana, bearing interest at one-month LIBOR plus 3.25% with an initial maturity date of December 23, 2019 and a one-year extension option.

On December 23, 2016, we closed on a $230.0 million non-recourse construction loan for Ae`o, bearing interest at one-month LIBOR plus 4.00% with a 4.50% floor and 2.50% LIBOR cap. The initial maturity date is December 23, 2019 with two, one-year extension options.

On October 7, 2016, we closed on a $33.2 million non-recourse construction loan for Two Merriweather, bearing interest at one-month LIBOR plus 2.50% with an initial maturity date of October 7, 2020 and a one-year extension option.

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

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

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

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

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

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

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

Corporate

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

INCOME TAXES

12 Months Ended

Dec. 31, 2016

INCOME TAXES

INCOME TAXES

NOTE 9 INCOME TAXES

The provision for (benefit from) income taxes for the years ended December 31, 2016, 2015 and 2014 were as follows:


(In thousands)	2016		2015		2014
Current	$	4,752	$	2,849	$	(2,050)
Deferred		113,698		21,152		65,010
Total	$	118,450	$	24,001	$	62,960

Income tax expense is computed by applying the Federal corporate tax rate for the years ended December 31, 2016, 2015 and 2014 and is reconciled to the provision for income taxes as follows:


(In thousands)	2016		2015		2014
Tax at statutory rate on earnings from continuing operations before income taxes	$	112,264	$	52,751	$	13,800
Increase (decrease) in valuation allowance, net		(1,326)		1,742		5,602
State income taxes, net of Federal income tax benefit		4,004		267		1,320
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes		—		—		(512)
Tax (benefit) expense from change in rates, prior period adjustments and other permanent differences		(4,591)		(7,361)		(12,193)
Set up deferred tax liability related to captive REIT		—		—		(1,068)
Non-deductible warrant liability loss (gain)		8,544		(20,412)		21,182
Non-taxable interest income		—		—		18,373
Uncertain tax position (benefit) expense, excluding interest		(407)		(2,483)		2,395
Uncertain tax position interest, net of Federal income tax benefit		(38)		(503)		14,061
Income tax expense	$	118,450	$	24,001	$	62,960

Realization of a deferred tax benefit is dependent upon generating sufficient taxable income in future periods. Our net operating loss carryforwards are currently scheduled to expire in subsequent years through 2036. Some of the net operating loss carryforward amounts are subject to the separate return limitation year rules (“SRLY”). It is possible that in the future we could experience a change in control pursuant to Section 382 that could put limits on the benefit of deferred tax assets. On February 27, 2012, we entered into a Section 382 Rights Agreement, with a three-year term, to protect us from such an event and protect our deferred tax assets. On February 26, 2015, the Board of Directors extended the term of the Section 382 Rights Agreement to March 14, 2018 and our stockholders approved the terms on May 21, 2015.

As of December 31, 2016, the amounts and expiration dates of operating loss and tax credit carryforwards for tax purposes are as follows:


			Expiration
(In thousands)	Amount		Date
Net operating loss carryforwards - Federal	$	33,820	2024-2036
Net operating loss carryforwards - State		215,572	2017-2036
Capital loss carryfoward		—	n/a
Tax credit carryforwards - Federal AMT		5,010	n/a

As of December 31, 2016 and 2015, we had gross deferred tax assets totaling $294.5 million and $327.4 million, and gross deferred tax liabilities of $476.8 million and $396.6 million, respectively. We have established a valuation allowance in the amount of $18.6 million and $20.0 million as of December 31, 2016 and 2015, respectively, against certain deferred tax assets for which it is more likely than not that such deferred tax assets will not be realized.

The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities at December 31, 2016 and 2015 are summarized as follows:


(In thousands)	2016		2015
Deferred tax assets:
Operating and Strategic Developments properties, primarily differences in basis of assets and liabilities	$	208,862	$	213,090
Interest deduction carryforwards		54,759		79,781
Operating loss and tax credit carryforwards		30,866		34,499
Total deferred tax assets		294,487		327,370
Valuation allowance		(18,635)		(19,960)
Total net deferred tax assets	$	275,852	$	307,410
Deferred tax liabilities:
Property associated with MPCs, primarily differences in the tax basis of land assets and treatment of interest and other costs	$	(262,572)	$	(218,842)
Operating and Strategic Developments properties, primarily differences in basis of assets and liabilities		(40,915)		(42,860)
Deferred income		(173,310)		(134,929)
Total deferred tax liabilities		(476,797)		(396,631)
Total net deferred tax liabilities	$	(200,945)	$	(89,221)

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

Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different from what was reported on the returns. In our opinion, we have made adequate tax provisions for years subject to examination. Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2013 through 2015.

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

We recognize and report interest and penalties, if applicable, within our provision for income tax expense. We recognized potential interest expense related to the unrecognized tax benefits of zero, $0.1 million and $21.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016, we had no unrecognized tax benefits. At December 31, 2015 and 2014, we had total unrecognized tax benefits of $36.5 million and $184.2 million, respectively, excluding interest, of which none would impact our effective tax rate. A reconciliation of the change in our unrecognized tax benefits for the years ended December 31, 2016, 2015 and 2014 is as follows:


(In thousands)	2016		2015		2014
Unrecognized tax benefits, opening balance	$	36,524	$	184,200	$	90,532
Gross increases - tax positions in prior period		—		—		93,668
Gross decreases - tax positions in prior periods		(36,524)		(147,676)		—
Unrecognized tax benefits, ending balance	$	—	$	36,524	$	184,200

The reduction in unrecognized tax benefits of $36,524 between the period December 31, 2015 and December 31, 2016 was the result of our filing a request with the IRS to change our tax accounting method related to a subsidiary from an impermissible accounting method to a permissible accounting method which we expect to be approved. The reduction in unrecognized tax benefits of $147,676 between the period December 31, 2014 and December 31, 2015 relates primarily to a payment we made to the IRS as a result of losing our appeal before the tax court where we were denied the right to use the completed contract method for tax accounting on certain long-term contracts.

Periodically we make payments to taxing jurisdictions that reduce our uncertain tax benefits but are not included in the reconciliation above, as the position is not yet settled. The amount of such payments that reduced our uncertain tax benefit was zero at December 31, 2016, zero at December 31, 2015 and $144.1 million at December 31, 2014. As of December 31, 2016, there are no unrecognized tax benefits.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2016

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 10 COMMITMENTS AND CONTINGENCIES

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

We had outstanding letters of credit and surety bonds totaling $118.9 million and $86.1 million as of December 31, 2016 and 2015, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

We lease land or buildings at certain properties from third parties. Rental payments are expensed as incurred and have, to the extent applicable, been straight‑lined over the term of the lease. Contractual rental expense, including participation rent, was $8.4 million, $9.1 million and $7.3 million for 2016, 2015 and 2014, respectively. The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount was not significant.

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


(In thousands)	2017		2018		2019		2020		2021		Subsequent/ Other		Total
Ground lease and other leasing commitments	$	9,885	$	8,534	$	7,560	$	7,715	$	7,568	$	298,881	$	340,143

South Street Seaport

On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport. The restated lease terms provide for annual fixed 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 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 for the esplanade 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.

In the fourth quarter 2012, the historic area of South Street Seaport suffered damage due to flooding as a result of Superstorm Sandy. Reconstruction efforts are ongoing and the property is only partially operating. We have received $54.1 million in insurance proceeds, and we recognized Other income of $6.2 million and $0.3 million for the years ended December 31, 2016 and 2015, respectively, for the receipt of insurance proceeds related to our claim.

OTHER ASSETS AND LIABILITIES

12 Months Ended

Dec. 31, 2016

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES

NOTE 11 OTHER ASSETS AND LIABILITIES

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


	December 31,
(In thousands)	2016		2015
Condominium receivables (a)	$	210,219	$	191,037
Condominium deposits		193,197		55,749
Special Improvement District receivable		61,603		72,558
Straight-line rent, net		31,518		22,241
In-place leases		16,015		22,139
Below-market ground leases		18,986		19,325
Above-market tenant leases		2,457		3,581
Equipment, net of accumulated depreciation of $4.9 million and $3.9 million, respectively		17,556		18,772
Security and escrow deposits		61,304		17,599
Tenant incentives and other receivables		8,773		10,480
Prepaid expenses		11,177		8,474
Federal income tax receivable		15,763		11,972
Intangibles		4,046		4,045
Uncertain tax position asset		—		112
Other		13,902		5,347
	$	666,516	$	463,431

(a)

We expect all the Condominium receivables outstanding at December 31, 2016, to be collected in 2017 upon closing Anaha and the remaining units at Waiea condominium projects.

The $203.1 million net increase in total prepaid expenses and other assets as of December 31, 2016 compared to 2015 primarily relates to various increases in condominium project activities, including a net $137.4 million increase in condominium deposits at Ward Village relating to the net sales activity primarily at our Anaha, Ke Kilohana and Ae'o, projects offset by utilization of deposits for construction costs, an increase of $43.7 million in security and escrow deposits primarily relating to the remaining escrowed condo deposits to be used for Waiea remaining condominium construction costs and a $19.2 million increase in condominium receivables, representing revenue recognized in excess of buyer deposits received for our Waiea and Anaha projects. Increases were also noted as follows: straight-line rent increased by $9.3 million given additional Operating Assets placed in service during the year; Other assets increased $8.6 million primarily relating to pending reimbursements from the DCACC relating to improvements we made on the Merriweather Post Pavilion, which was transferred to the DCACC in November 2016; Federal income tax receivable increased $3.8 million relating to estimated 2016 tax payments, and prepaid expenses increased $2.7 million due to other net changes.

All of these increases were offset by decreases as follows: a decrease of $11.0 million for Special improvement district receivables used to fund development costs incurred at our Summerlin MPC; decreases of $6.1 million, $0.3 million, and $1.1 million due to normal amortization of intangibles for in-place leases, below-market ground leases, and above-market tenant leases, respectively; a net decrease of $1.7 million in tenant incentives and other receivables for various tenant activities; and a decrease of $1.3 million in equipment, net, relating primarily to scheduled depreciation of these assets.

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


	December 31,
(In thousands)	2016		2015
Construction payables	$	207,917	$	185,731
Deferred income		85,158		117,730
Condominium deposit liabilities		117,015		50,192
Accounts payable and accrued expenses		33,050		33,928
Tenant and other deposits		28,559		34,894
Accrued interest		16,897		16,504
Accrued payroll and other employee liabilities		36,937		31,271
Accrued real estate taxes		16,726		15,134
Interest rate swaps		(149)		4,217
Straight-line ground rent liability		13,126		10,757
Above-market ground leases		1,762		2,113
Other		15,012		12,883
	$	572,010	$	515,354

(a)

Straight-line ground rent was previously reported in Other.

Accounts payable and accrued expenses increased by a net $56.7 million at December 31, 2016 as compared to December 31, 2015.

The net increase reflects increases of $66.8 million in the condominium deposit liability for the towers under construction at Ward Village; an increase of $22.2 million in construction payables primarily due to continued development activities at both Ward Village and the Merriweather District; an increase of $2.4 million relating to normally scheduled amortization of our ground rent liability; an increase of $2.1 million in Other miscellaneous accrued; and a net $6.8 increase in changes in the balances of accounts payable, accrued interest, accrued payroll and other employee liabilities, and accrued real estate taxes. These increases were offset by the following decreases: a decrease of $32.6 million in deferred income related to recognition of income from previously deferred land sales at our Summerlin MPC; a decrease of $6.3 million in tenant and other deposits primarily related to rent credits at 1725-35 Hughes Landing Boulevard; a decrease of $4.4 million in the interest rate swap liability due to net improvements in the swaps’ fair values (see Note 13 - Derivative instruments and hedging activities for further details); and a decrease of $0.3 million relating to normally scheduled amortization of above-market ground leases.

INTANGIBLES

12 Months Ended

Dec. 31, 2016

INTANGIBLES

INTANGIBLES

NOTE 12 INTANGIBLES

The following table summarizes our intangible assets and liabilities:


	Gross		Accumulated		Net
	Asset		(Amortization)		Carrying
(In thousands)	(Liability)		/ Accretion		Amount
As of December 31, 2016
Tenant leases:
In-place value	$	37,567	$	(21,552)	$	16,015
Above-market		4,879		(2,422)		2,457
Below-market		(6,618)		2,065		(4,553)
Ground leases:
Above-market		(1,955)		193		(1,762)
Below-market		23,096		(4,110)		18,986

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

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

Amortization/accretion of these intangible assets and liabilities decreased our pre-tax income (excluding the impact of noncontrolling interest and the provision for income taxes) by $6.1 million in 2016, $10.3 million in 2015 and $1.8 million in 2014.

Future amortization/accretion is estimated to decrease pre-tax income (excluding the impact of noncontrolling interest and the provision for income taxes) by $4.9 million in 2017, $4.5 million in 2018, $3.2 million in 2019, $1.6 million in 2020, and $16.9 million thereafter.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

12 Months Ended

Dec. 31, 2016

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

NOTE 13 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to interest rate risk related to our variable interest rate debt, and we manage this risk by utilizing interest rate derivatives. To add stability to interest costs by reducing our exposure to interest rate movements, we use interest rate swaps, forward-starting swaps, and caps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company’s fixed‑rate payments over the life of the agreements without exchange of the underlying notional amount. Forward-starting interest rate swaps were designated as cash flow hedges of the variability of anticipated future fixed-rate debt issuance for 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. In December 2016, we entered into a three year, one-month LIBOR-indexed interest rate cap agreement with a notional amount totaling $230.0 million. This interest rate cap was not designated as a hedge, and therefore, the gain or loss on the derivative contract is recognized in current period earnings. These derivatives are recorded on a gross basis at fair value.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the years ended December 31, 2016, 2015 and 2014, the ineffective portion recorded in earnings was insignificant.

Assessments of hedge effectiveness are performed quarterly using regression analysis and the measurement of hedge ineffectiveness is based on the hypothetical derivative method. We are exposed to credit risk in the event of non-performance by our derivative counterparties. We evaluate counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. To mitigate its credit risk, we enter into agreements with counterparties we consider credit-worthy, such as large financial institutions with favorable credit ratings. As of December 31, 2016 and 2015, there were no termination events or events of default related to the interest rate swaps.

If the derivative contracts 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.

The following table summarizes the notional amount and fair value of our derivatives:


										Fair Value Asset (Liability)
			Notional		Fixed Interest		Effective	Maturity		December 31,
(In thousands)		Balance Sheet Location	Amount		Rate		Date	Date		2016		2015
Currently-paying contracts:
Interest Rate Swap	(b)	Accounts payable and accrued liabilities	$	22,703	2.96	%	5/10/2011	10/31/2019		$	(740)	$	(1,185)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		143,000	1.30		10/3/2011	9/30/2016	(a)		—		(747)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		40,000	1.66		5/6/2015	5/1/2020			(143)		(361)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		119,359	1.14		10/3/2016	9/12/2021			3,368		—
Interest Rate Cap	(b)	Accounts payable and accrued liabilities		100,000	5.00		8/31/2015	8/31/2017			—		1
Interest Rate Cap	(c)	Accounts payable and accrued liabilities		230,000	2.50		12/22/2016	12/23/2019			768		—
Forward-starting contracts:
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		50,000	2.65		12/31/2017	12/31/2027			(610)		(377)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		100,000	2.68		12/31/2017	12/31/2027			(1,479)		(1,003)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		100,000	2.62		12/31/2017	12/31/2027			(1,015)		(545)
Total fair value derivative assets										$	4,136	$	1
Total fair value derivative liabilities										$	(3,987)	$	(4,218)

(a)

Interest rate swap matured as scheduled.

(b)

Denotes derivatives designated as hedging instruments.

(c)

Denotes derivative contract that could not be designated as a hedging instrument as of December 31, 2016 as this cap hedges debt that is not yet drawn.

The tables below present the effect of our derivative financial instrument on the Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014:


	Amount of Loss Recognized
	in AOCI on Derivative
	Year Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2016		2015		2014
Interest rate swaps	$	831	$	(1,705)	$	(1,192)


	Amount of Loss Reclassified from
	AOCI into Operations
	Year Ended December 31,
Location of Loss Reclassified from AOCI into Operations	2016		2015		2014
Interest expense	$	(1,364)	$	(1,745)	$	(2,195)

- Definition

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

+ References

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+ Details

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

12 Months Ended

Dec. 31, 2016

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 14 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

C
Balance as of January 1, 2015	$	(7,712)
Other comprehensive income (loss) before reclassifications		(1,922)
Loss reclassified from accumulated other comprehensive loss to net income		1,745
Net current-period other comprehensive income (loss)		(177)
Balance as of December 31, 2015		(7,889)
Other comprehensive income (loss) before reclassifications		(261)
Loss reclassified from accumulated other comprehensive loss to net income		1,364
Net current-period other comprehensive income (loss)		1,103
Balance as of December 31, 2016	$	(6,786)

(a)

All amounts are net of tax.

The following table summarizes the amounts reclassified out of AOCI:


	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
	For the Year Ended		For the Year Ended
Accumulated Other Comprehensive Income (Loss) Components	December 31, 2016		December 31, 2015
Losses on cash flow hedges	$	2,175	$	2,797
Interest rate swap contracts		(811)		(1,052)
Total reclassifications for the period	$	1,364	$	1,745

- 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
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+ Details

STOCK-BASED PLANS

12 Months Ended

Dec. 31, 2016

STOCK-BASED PLANS

STOCK-BASED PLANS

NOTE 15 STOCK BASED PLANS

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

Compensation costs for share‑based payment arrangements totaled $9.4 million, $9.8 million and $8.2 million, of which $2.6 million, $2.5 and $0 were capitalized for 2016, 2015, and 2014, respectively. As of December 31, 2016, there were a maximum of 2,147,468 shares available for future grant under our various stock plans.

Stock Options

The following tables summarize stock option activity:


				Weighted Average	Aggregate
		Weighted Average		Remaining	Intrinsic
	Shares	Exercise Price		Contractual Term	Value
				(In years)
Stock options outstanding at January 1, 2014	965,440	$	64.57
Granted	116,500		144.26
Exercised	—		—
Forfeited	(35,450)		87.45
Expired	—		—
Stock options outstanding at December 31, 2014	1,046,490	$	72.61

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

Granted	162,100	$	109.42
Exercised	(3,000)		60.33
Forfeited	(68,500)		122.93
Expired	—		—
Stock options outstanding at December 31, 2016	1,176,640	$	78.87	5.57	$	44,769,359

Stock options exercisable at December 31, 2016	609,740	$	57.89	3.92	$	34,271,449

Stock options vested and expected to vest	1,163,260	$	78.46	5.54	$	44,676,851

Information related to stock options outstanding as of December 31, 2016 is summarized below:


								Weighted Average
								Remaining
					Number	Weighted Average		Contractual Term	Number
Range of Exercise Prices					Outstanding	Exercise Price		(In years)	Exercisable
$	46.49	—	$	55.82	47,500	$	52.87	4.5	47,500
$	57.77	—	$	60.33	565,000		57.93	3.9	529,500
$	61.64	—	$	69.75	164,240		66.31	5.2	32,740
$	81.80	—	$	110.50	128,400		97.87	7.0	—
$	112.64	—	$	151.72	271,500		125.61	8.7	—
					1,176,640	$	78.87	5.57	609,740

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


	As of December 31,
	2016			2015			2014
Grant date fair value	$	36.55		$	44.45		$	48.65
Expected life of options (in years)		7.4			7.5			7.5
Risk-free interest rate		1.8	%		2.0	%		2.2	%
Expected volatility		33.1	%		26.1	%		25.7	%
Expected annual dividend per share		—			—			—

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

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

The balance of unamortized stock option expense as of December 31, 2016 is $10.3 million, which is expected to be recognized over a weighted‑average period of 3.4 years. Net of amounts capitalized relating to our developments, $2.9 million, $2.6 million and $4.3 million for the years ended December 31, 2016, 2015 and 2014, respectively, of expense associated with stock options are included in General and administrative expense in the accompanying Consolidated Statements of Operations.

Restricted Stock

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

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

The following table summarizes restricted stock activity:


	Weighted Average
	Grant Date
	Shares	Fair Value

Restricted stock outstanding at January 1, 2014	122,334	$	75.21
Granted	61,750		126.38
Vested	(11,394)		97.72
Restricted stock outstanding at December 31, 2014	172,690	$	92.02

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

Granted	136,198	$	67.80
Vested	(37,670)		83.47
Forfeited	(51,972)		90.14
Restricted stock outstanding at December 31, 2016	289,112	$	88.88

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

Net of amounts capitalized relating to our developments, we recognized compensation expense of $4.5 million, $4.7 million and $3.9 million for the years ended December 31, 2016, 2015 and 2014, respectively, included in General and Administrative expense related to restricted stock awards in the accompanying Consolidated Statements of Operations. The fair value of restricted stock that vested during 2016 was $3.9 million. The balance of unamortized restricted stock expense as of December 31, 2016 was $13.7 million, which is expected to be recognized over a weighted‑average period of 3.05 years.

- Definition

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

+ References + Details

RENTALS UNDER OPERATING LEASES

12 Months Ended

Dec. 31, 2016

RENTALS UNDER OPERATING LEASES

RENTALS UNDER OPERATING LEASES

NOTE 16 RENTALS UNDER OPERATING LEASES

We receive rental income from the leasing of retail, office, multi-family and other space under operating leases. Such operating leases are with a variety of tenants. The minimum future rentals based on operating leases of our consolidated properties held as of December 31, 2016 are as follows:


	Total
	Minimum
Year	Rent
	(In thousands)
2017	$	155,085
2018		145,622
2019		139,037
2020		121,414
2021		113,999
Subsequent		478,138

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

Percentage rent in lieu of fixed minimum rent recognized from tenants for the years ended December 31, 2016, 2015 and 2014 was $2.4 million, $3.5 million and $2.9 million, respectively.

Overage rent of approximately $3.6 million, $3.6 million, and $2.4 million for 2016, 2015 and 2014, respectively, are included in Other rental and property revenues in our Consolidated Statements of Operations.

SEGMENTS

12 Months Ended

Dec. 31, 2016

SEGMENTS

SEGMENTS

NOTE 17 SEGMENTS

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

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

Operating Assets – includes retail, office, hospitality and multi-family properties along with other real estate investments. These assets are currently generating revenues, and are comprised of commercial real estate properties recently developed or acquired by us, and properties where we believe there is an opportunity to redevelop, reposition, or sell to improve segment performance or to recycle capital.

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

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

EBT, as it relates to each business segment, represents the revenues less expenses of each segment, including interest income, interest expense, and equity in earnings of real estate and other affiliates. EBT excludes corporate expenses and other items that are not allocable to the segments. We present 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 obtain financing. We believe that the inclusion of certain adjustments to net income (loss) to calculate EBT is appropriate to provide additional information to investors.

Segment operating results are as follows:


	Year Ended December 31,
(In thousands)	2016		2015		2014
Master Planned Communities
Land sales	$	215,318	$	187,399	$	325,099
Builder price participation		21,386		26,846		20,908
Minimum rents		384		842		818
Other land revenues		16,192		14,778		16,470
Other rental and property revenues		24		—		—
Total revenues		253,304		229,865		363,295

Cost of sales – land		95,727		88,065		119,672
Land sales operations		42,371		44,907		41,794
Provision for (recovery of) doubtful accounts		—		—		(11)
Depreciation and amortization		311		640		397
Interest income		(59)		(60)		(118)
Interest expense (*)		(21,026)		(18,053)		(19,620)
Equity in earnings in Real Estate and Other Affiliates		(43,501)		—		—
Total expenses		73,823		115,499		142,114
MPC segment EBT		179,481		114,366		221,181

Operating Assets
Minimum rents		172,437		149,064		95,807
Tenant recoveries		44,306		39,415		28,133
Hospitality revenues		62,252		45,374		37,921
Other rental and property revenues		16,170		25,453		24,429
Total revenues		295,165		259,306		186,290

Other property operating costs		60,541		68,078		62,752
Real estate taxes		24,439		21,856		14,860
Rental property maintenance costs		12,033		10,236		8,592
Hospitality operating costs		49,359		34,839		31,829
Provision for doubtful accounts		5,601		3,998		1,399
Demolition costs		1,123		2,675		6,712
Provision for impairment		35,734		—		—
Development-related marketing costs		7,110		9,747		9,770
Depreciation and amortization		86,313		89,075		49,272
Other income, net		(4,601)		(524)		—
Interest income		(19)		(37)		(151)
Interest expense (*)		39,466		31,148		17,081
Equity in earnings from Real Estate and Other Affiliates		(2,802)		(1,883)		(2,025)
Total expenses		314,297		269,208		200,091
Operating Assets segment EBT		(19,132)		(9,902)		(13,801)

Strategic Developments
Minimum rents		447		899		609
Tenant recoveries		24		127		220
Condominium rights and unit sales		485,634		305,284		83,565
Other land revenues		40		25		33
Other rental and property revenues		391		1,582		553
Total revenues		486,536		307,917		84,980

Condominium rights and unit cost of sales		319,325		191,606		49,995
Other property operating costs		5,437		4,673		4,282
Real estate taxes		2,408		2,282		2,547
Rental property maintenance costs		359		476		543
Provision for doubtful accounts		63		32		16
Demolition costs		1,089		622		22
Development-related marketing costs		15,074		15,719		13,013
Depreciation and amortization		2,744		3,240		1,706
Other income, net		(611)		104		(2,373)
Interest income		(500)		(202)		—
Interest expense (*)		(5,957)		(6,633)		(11,918)
Equity in earnings from Real Estate and Other Affiliates		(10,515)		(1,838)		(21,311)
Gain on sale of 80 South Street Assemblage		(140,549)		—		—
Total expenses		188,367		210,081		36,522
Strategic Developments segment EBT		298,169		97,836		48,458
Total consolidated segment EBT	$	458,518	$	202,300	$	255,838

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

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


Reconciliation of EBT to GAAP income (loss) before taxes	Year Ended December 31,
(In thousands)	2016		2015		2014
Total consolidated segment EBT	$	458,518	$	202,300	$	255,838
Corporate and other items:
General and administrative		(86,588)		(81,345)		(73,569)
Corporate interest expense, net		(52,460)		(52,995)		(30,819)
Warrant liability (loss) gain		(24,410)		58,320		(60,520)
Gain on acquisition of joint venture partner's interest		27,088		—		—
Increase (reduction) in tax indemnity receivable		—		—		90
Loss on settlement of tax indemnity receivable		—		—		(74,095)
(Loss) gain on disposal of operating assets		(1,117)		29,073		—
Corporate other income, net		6,241		1,409		27,098
Corporate depreciation and amortization		(6,496)		(6,042)		(4,583)
Total Corporate and other items		(137,742)		(51,580)		(216,398)
Income before taxes	$	320,776	$	150,720	$	39,440

The following reconciles segment revenues to GAAP consolidated revenues:


Reconciliation of Segment Basis Revenues to GAAP Revenues	Year Ended December 31,
(In thousands)	2016		2015		2014
Master Planned Communities	$	253,304	$	229,865	$	363,295
Operating Assets		295,165		259,306		186,290
Strategic Developments		486,536		307,917		84,980
Total revenues	$	1,035,005	$	797,088	$	634,565

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


	Year Ended December 31,
(In thousands)	2016		2015
Master Planned Communities	$	1,982,639	$	2,022,524
Operating Assets		2,624,505		2,365,724
Strategic Developments		1,171,904		1,138,695
Total segment assets		5,779,048		5,526,943
Corporate and other		588,334		194,639
Total assets	$	6,367,382	$	5,721,582

The $39.9 million decrease in the MPC segment asset balance as of December 31, 2016 compared to 2015 is primarily due to decreased cash held at The Woodlands MPC.

The increase in the Operating Assets segment asset balance as of December 31, 2016 of $258.8 million compared to 2015 is primarily due to placing the Fulton Market Building at the South Street Seaport, The Westin at The Woodlands, and 1725-1735 Hughes Landing Boulevard in service and acquiring Millennium Six Pines Apartments and One Mall North offset with the sale of Park West.

The $33.2 million increase in the Strategic Developments segment asset balance as of December 31, 2016 compared to December 31, 2015 relates to the acquisition of the American City Building; additional development spending at our Ward Village condominium projects, Ae'o, Anaha, Waiea and Ke Kilohana (net of amounts charged to Cost of sales); our new Columbia office towers developments, One and Two Merriweather; and our self storage facility developments. Other ongoing predevelopment activities at various other projects also contributed to the increase, partially offset by the sale of 80 South Street and placing various assets in service.

The $393.7 million increase in the Corporate and other asset balance as of December 31, 2016 compared to December 31, 2015 is primarily due to the proceeds from the 80 South Street sale in March 2016. The asset was reported in the Strategic Developments segment at December 31, 2015, and the cash proceeds from the sale are reported in Corporate and other as of December 31, 2016.

- 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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&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=68060357&loc=d3e8906-108599

+ Details

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 31, 2016

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

NOTE 18 QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


	2016
	First		Second		Third		Fourth
(In thousands, except share amounts)	Quarter		Quarter		Quarter		Quarter
Total revenues	$	240,680	$	273,514	$	242,265	$	278,546
Operating income		192,970		73,636		784		59,372
Net income (a)		143,765		6,970		7,996		43,595
Net income (loss) attributable to common stockholders		143,765		6,970		7,973		43,595
Earnings (loss) per share:
Basic		3.64		0.18		0.20		1.10
Diluted (b)		2.69		0.16		0.19		1.02
Weighted average shares outstanding:
Basic		39,473		39,492		39,502		39,502
Diluted		42,400		42,664		42,760		42,753


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

The fourth quarter 2016 included an after-tax adjustment to recognize $3.2 million in Equity in Earnings in Real Estate and Other Affiliates that relates to previous quarters in 2016.

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

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2016

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2016


				Initial Cost (b)				Costs Capitalized Subsequent to Acquisition (c)				Gross Amounts at Which Carried at Close of Period (d)
						Buildings				Buildings				Buildings							Date
						and				and				and				Accumulated		Date of	Acquired /
Name of Center	Location	Encumbrances (a)		Land		Improvements		Land (e)		Improvements (e)(f)		Land		Improvements (f)		Total		Depreciation (g)		Construction	Completed
Ae`o	Honolulu, HI	$	—	$	9,795	$	85,046	$	(9,795)	$	9,795	$	—	$	94,841	$	94,841	$	—	2015
HHC 242 Self-Storage	The Woodlands, TX		3,708		878		6,802		(878)		878		—		7,680		7,680		—	2016
HHC 2978 Self-Storage	The Woodlands, TX		1,715		124		5,498		(124)		124		—		5,622		5,622		—	2016
AllenTowne	Dallas, TX		—		25,575		—		(25,575)		25,491		—		25,491		25,491		—		2006
Anaha	Honolulu, HI		114,954		5,546		47,450		(5,546)		5,546		—		52,996		52,996		—
Bridgeland	Cypress, TX		65,000		257,222		—		184,376		1,617		441,598		1,617		443,215		(744)		2004
Bridges at Mint Hill	Charlotte, NC		—		—		—		—		21,713		—		21,713		21,713		—		2007
Century Plaza Mall	Birmingham, AL		—		3,164		28,514		(3,164)		(24,309)		—		4,205		4,205		—		1997
Circle T Ranch and Power Center	Dallas/Fort Worth, TX		—		—		—		—		96		—		96		96		—		2005
10 - 70 Columbia Corporate Center	Howard County, MD		100,000		24,685		94,824		—		12,212		24,685		107,036		131,721		(8,188)		2004
Columbia Office Properties	Howard County, MD		—		1,575		28,447		—		(7,115)		1,575		21,332		22,907		(5,440)		2004
Columbia Regional Building (e)	Howard County, MD		22,188		—		28,865		—		318		—		29,183		29,183		(2,775)		2014
Cottonwood Mall	Salt Lake City, UT		—		7,613		42,987		(7,613)		(21,472)		—		21,515		21,515		—		2002
Cottonwood Square	Salt Lake City, UT		—		1,558		4,339		—		957		1,558		5,296		6,854		(2,061)		2002
Creekside Village Green	The Woodlands, TX		—		—		—		1,323		16,012		1,323		16,012		17,335		(895)
Downtown Summerlin	Las Vegas, NV		306,566		—		—		30,855		380,237		30,855		380,237		411,092		(26,622)		2004
Embassy Suites at Hughes Landing	The Woodlands, TX		29,461		—		6,752		1,818		35,761		1,818		42,513		44,331		(1,541)
Hughes Landing Retail	The Woodlands, TX		35,000		—		—		5,184		32,562		5,184		32,562		37,746		(1,694)
One Hughes Landing	The Woodlands, TX		52,000		—		—		1,678		35,029		1,678		35,029		36,707		(4,823)		2012
Two Hughes Landing	The Woodlands, TX		48,000		—		—		1,269		35,015		1,269		35,015		36,284		(3,612)
Three Hughes Landing	The Woodlands, TX		35,053		—		46,372		2,626		13,370		2,626		59,742		62,368		(147)
1725 Hughes Landing Boulevard	The Woodlands, TX		52,830		1,351		36,764		—		25,795		1,351		62,559		63,910		(3,080)
1735 Hughes Landing Boulevard	The Woodlands, TX		52,818		3,709		123,846		—		(25,887)		3,709		97,959		101,668		(5,052)		2015
IBM Building	Honolulu, HI		—		3,326		23,123		—		8,397		3,326		31,520		34,846		(8,213)		2014
Ke Kilohana	Honolulu, HI		—		2,615		17,784		(2,615)		2,615		—		20,399		20,399		—	2015
Kendall Town Center	Miami, FL		—		—		—		—		19,521		—		19,521		19,521		—		2004
Kewalo Basin Harbor	Honolulu, HI		—		—		1,735		—		671		—		2,406		2,406		—	2015
1701 Lake Robbins	The Woodlands, TX		4,600		1,663		3,725		—		8		1,663		3,733		5,396		(227)		2014
2201 Lake Woodlands Drive	The Woodlands, TX		—		3,755		—		—		47		3,755		47		3,802		—		2011
One Lakes Edge	The Woodlands, TX		68,874		—		—		1,057		81,384		1,057		81,384		82,441		(3,496)
Lakeland Village Center at Bridgeland	Cypress, TX		9,979		—		11,135		2,404		1,554		2,404		12,689		15,093		(16)	2015
Lakemoor (Volo) Land	Volo, IL		—		321		—		(321)		321		—		321		321		—		1995
Landmark Mall	Alexandria, VA		—		28,396		67,235		(19,408)		(33,081)		8,988		34,154		43,142		(12,754)		2003
Maryland Communities	Howard County, MD		—		457,552		—		(435,177)		197		22,375		197		22,572		(143)		2004
One Merriweather	Columbia, MD		23,589		1,432		58,936		(1,432)		88,863		—		147,799		147,799		—	2015
Two Merriweather	Columbia, MD		—		1,019		4,931		(1,019)		1,019		—		5,950		5,950		—
Millennium Waterway Apartments	The Woodlands, TX		55,584		15,917		56,002		—		471		15,917		56,473		72,390		(10,580)		2012
Millennium Six Pines Apartments	The Woodlands, TX		42,500		4,000		—		7,225		54,492		11,225		54,492		65,717		(834)		2016
9303 New Trails	The Woodlands, TX		12,378		1,929		11,915		—		2,076		1,929		13,991		15,920		(2,582)		2011
110 N. Wacker	Chicago, IL		22,704		—		29,035		12,249		6,597		12,249		35,632		47,881		(15,119)		1997
One Mall North	Columbia, MD		—		22,200		—		(14,378)		13,016		7,822		13,016		20,838		(31)
Outlet Collection at Elk Grove	Elk Grove, CA		—		—		—		—		13,759		—		13,759		13,759		(5)		2003
Outlet Collection at Riverwalk	New Orleans, LA		55,778		—		94,513		—		562		—		95,075		95,075		(12,047)		2004
Seaport Tin Building	New York, NY		—		—		8,290		—		—		—		8,290		8,290		—
Seaport Mixed-Use	New York, NY		—		—		7,641		—		—		—		7,641		7,641		—
85 South Street	New York, NY		—		15,913		8,137		—		468		15,913		8,605		24,518		(1,370)		2014
South Street Seaport	New York, NY		—		—		7,884		—		369,868		—		377,752		377,752		(3,997)		2004
Summerlin	Las Vegas, NV		40,438		990,179		—		(107,635)		1,157		882,544		1,157		883,701		(567)		2004
3831 Technology Forest Drive	The Woodlands, TX		22,383		514		14,194		—		1,703		514		15,897		16,411		(1,645)		2014
The Metropolitan Downtown Columbia	Columbia, MD		—		—		—		—		7		—		7		7		—
The Woodlands	The Woodlands, TX		150,000		267,996		9,814		(43,318)		7,685		224,678		17,499		242,177		(2,513)		2011
The Woodlands Hills	Conroe, TX		—		99,284		—		3,738		—		103,022		—		103,022		—		2014
The Woodlands Parking Garages	The Woodlands, TX		—		5,857		—		1,529		11,728		7,386		11,728		19,114		(796)		2011
The Woodlands Resort & Conference Center	The Woodlands, TX		70,000		13,258		37,983		—		75,193		13,258		113,176		126,434		(11,737)		2011
The Westin at the Woodlands	The Woodlands, TX		58,077		22,473		—		(20,520)		88,136		1,953		88,136		90,089		(2,330)
Waiea	Honolulu, HI		45,892		—		20,812		—		29,307		—		50,119		50,119		—
Ward Gateway Towers	Honolulu, HI		—		5,201		24,069		(5,201)		5,200		—		29,269		29,269		—	2015
Ward Village Retail	Honolulu, HI		238,718		164,007		89,321		(42,205)		171,851		121,802		261,172		382,974		(50,568)		2002
Waterway Garage Retail	The Woodlands, TX		—		1,342		4,255		(1)		1,386		1,341		5,641		6,982		(993)		2011
3 Waterway Square	The Woodlands, TX		51,590		748		—		—		42,332		748		42,332		43,080		(7,422)		2012
4 Waterway Square	The Woodlands, TX		36,249		1,430		51,553		—		7,016		1,430		58,569		59,999		(11,225)		2011
20/25 Waterway Avenue	The Woodlands, TX		13,886		2,346		8,871		—		767		2,346		9,638		11,984		(1,790)		2011
West Windsor	Princeton, NJ		—		—		—		53		24,859		53		24,859		24,912		—		2004
1400 Woodloch Forest	The Woodlands, TX		—		—		—		1,570		14,085		1,570		14,085		15,655		(3,609)		1981
Corporate	Various		760,169		885		1,027		(885)		39,935		—		40,962		40,962		(12,531)
	Deferred Financing Costs		(11,934)		—		—		—		—		—		—		—		—
		$	2,690,747	$	2,478,353	$	1,260,426	$	(487,856)	$	1,728,917	$	1,990,497	$	2,989,343	$	4,979,840	$	(245,814)

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

Includes all amounts related to Developments.

(g)

Depreciation is computed based upon the following estimated lives:


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


Reconciliation of Real Estate
(In thousands)	2016		2015		2014
Balance at beginning of year	$	4,774,632	$	4,116,556	$	3,024,833
Change in Land		122,446		95,095		296,147
Additions		830,896		834,346		973,833
Impairments		(35,734)		—		—
Dispositions and write-offs and land and condominium costs of sales		(712,400)		(271,365)		(178,257)
Balance at end of year	$	4,979,840	$	4,774,632	$	4,116,556

\
Reconciliation of Accumulated Depreciation
(In thousands)	2016		2015		2014
Balance at beginning of year	$	232,969	$	157,182	$	111,728
Depreciation Expense		81,878		82,275		50,683
Dispositions and write-offs		(69,033)		(6,488)		(5,229)
Balance at end of year	$	245,814	$	232,969	$	157,182

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

Use of Estimates

Segments

Investment in Real Estate

Master Planned Community Assets, Land, Buildings and Equipment

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


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

Developments

Our Developments consist of the following categories:


	December 31,
(In thousands)	2016		2015
Land and improvements	$	188,544	$	182,843
Development costs		567,650		728,984
Condominium projects		205,786		125,100
Total Developments	$	961,980	$	1,036,927

Investment in Real Estate and Other Affiliates

Acquisition of Properties

Acquisitions of Properties

Impairment

Cash and Cash Equivalents

Revenue Recognition and Related Matters

Condominium Rights and Unit Sales

Land Sales Revenue

Rental Revenue

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

Hospitality Revenue

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

Other Income

Marketing and Advertising

Receivables

Accounts Receivable

Accounts receivable includes tenant rents, tenant recoveries and other receivables.

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


(In thousands)	2016		2015		2014
Balance as of January 1	$	4,406	$	7,619	$	7,390
Provision for doubtful accounts		5,664		4,030		1,404
Write-offs		(2,271)		(7,243)		(1,175)
Balance as of December 31,	$	7,799	$	4,406	$	7,619

Municipal Utility District Receivables

Notes Receivable

Income Taxes

Deferred Expenses

Stock Plans

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Estimated Useful Lives


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

Categories of Developments


	December 31,
(In thousands)	2016		2015
Land and improvements	$	188,544	$	182,843
Development costs		567,650		728,984
Condominium projects		205,786		125,100
Total Developments	$	961,980	$	1,036,927

Changes in Allowance for Doubtful Accounts


(In thousands)	2016		2015		2014
Balance as of January 1	$	4,406	$	7,619	$	7,390
Provision for doubtful accounts		5,664		4,030		1,404
Write-offs		(2,271)		(7,243)		(1,175)
Balance as of December 31,	$	7,799	$	4,406	$	7,619

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2016

EARNINGS PER SHARE

Summary of EPS calculations


	Year ended December 31,
(In thousands, except per share amounts)	2016		2015		2014
Basic EPS:
Numerator:
Net income (loss)	$	202,326	$	126,719	$	(23,520)
Net income attributable to noncontrolling interests		(23)		—		(11)
Net income (loss) attributable to common stockholders	$	202,303	$	126,719	$	(23,531)

Denominator:
Weighted average basic common shares outstanding		39,492		39,470		39,464

Diluted EPS:
Numerator:
Net income (loss) attributable to common stockholders	$	202,303	$	126,719	$	(23,531)
Less: Warrant liability gain		—		(58,320)		—
Adjusted net income (loss) attributable to common stockholders	$	202,303	$	68,399	$	(23,531)

Denominator:
Weighted average basic common shares outstanding		39,492		39,470		39,464
Restricted stock and stock options		343		411		—
Warrants		2,894		2,873		—
Weighted average diluted common shares outstanding		42,729		42,754		39,464


Basic income (loss) per share:	$	5.12	$	3.21	$	(0.60)


Diluted income (loss) per share:	$	4.73	$	1.60	$	(0.60)

REAL ESTATE AND OTHER AFFILIATES (Tables)

12 Months Ended

Dec. 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
	December 31,		December 31,		December 31,		December 31,			Year Ended December 31,
($ in thousands)	2016		2015		2016		2015			2016		2015		2014
Equity Method Investments
Master Planned Communities:
The Summit (a)	—	%	—	%	$	32,653	$	12,052	$	43,501	$	—	$	—
Operating Assets:
Las Vegas 51s, LLC (b) (c)	50.00		50.00			11,062		11,050		12		152		(88)
Constellation (a) (b)	50.00		50.00			2,730		2,685		(54)		—		—
33 Peck Slip (Grandview SHG, LLC) (a)	35.00		—			8,243		—		106		—		—
The Metropolitan Downtown Columbia (d)	50.00		50.00			(1,064)		4,872		(800)		(13)		—
Millennium Six Pines Apartments (e)	100.00		81.43			—		—		44		(1,165)		(1,291)
Stewart Title of Montgomery County, TX	50.00		50.00			3,611		3,715		696		996		1,301
Woodlands Sarofim #1	20.00		20.00			2,683		2,588		182		166		175
Strategic Developments:
Circle T Ranch and Power Center (a)	50.00		50.00			4,956		9,128		10,497		—		—
HHMK Development	50.00		50.00			10		10		—		549		2,120
KR Holdings	50.00		50.00			707		689		18		1,289		19,470
m.flats/TEN.M (a)	50.00		50.00			6,379		7,070		—		—		—
						71,970		53,859		54,202		1,974		21,687
Cost method investments						4,406		3,952		2,616		1,747		1,649
Investment in Real Estate and Other Affiliates					$	76,376	$	57,811	$	56,818	$	3,721	$	23,336

(a)

Please refer to the discussion below for a description of the joint venture ownership structure.

(b)

Equity method variable interest entity (“VIE”) as of December 31, 2016.

(c)

Formerly known as Summerlin Baseball Club, part of the Clark County Las Vegas Stadium LLC joint venture.

(d)

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

(e)

IMPAIRMENT (Tables)

12 Months Ended

Dec. 31, 2016

IMPAIRMENT

Summary of Impaired Asset


			Provision for impairment as of December 31,
Impaired Asset	Location	Method of Determining Fair Value	2016		2015
			(In thousands)
Operating Assets:
Park West	Peoria, AZ	Discounted cash flow analysis using capitalization rate of 6.75%	$	35,734	$	—

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2016

FAIR VALUE OF FINANCIAL INSTRUMENTS

Summary of Assets and Liabilities Measured on a Recurring Basis

f
	December 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:
Interest Rate Swaps and Caps		(149)		—		(149)		—		4,217		—		4,217		—
Warrants		332,170		—		—		332,170		307,760		—		—		307,760

Rollforward of Sponsor and Management Warrants


(In thousands)	2016		2015		2014
Balance as of January 1	$	307,760	$	366,080	$	305,560
Warrant liability loss (gain) (a)		24,410		(58,320)		60,520
Balance as of December 31	$	332,170	$	307,760	$	366,080

(a)

All gains/losses during 2016, 2015 and 2014 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 inputs used in the fair value measurement of warrants designated as Level 3

C
	Unobservable Inputs
	Expected Volatility (a)	Marketability Discount (b)
December 31, 2016	31.0%	0.0% - 1.0%
December 31, 2015	27.4%	10.0% - 12.0%

(a)

Based on our implied equity volatility.

(b)

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

Estimated Fair Values of Financial Instruments that are not Measured at Fair Value on a Recurring Basis


		December 31, 2016				December 31, 2015
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash	Level 1	$	665,492	$	665,492	$	445,283	$	445,283
Notes receivable, net (a)	Level 3		155		155		1,664		1,664

Liabilities:
Fixed-rate debt	Level 2	$	1,178,362	$	1,224,573	$	1,141,381	$	1,137,166
Variable-rate debt	Level 2		1,524,319		1,524,319		1,314,973		1,314,973

Notes receivable is shown net of an allowance of $0.1 million and $0.2 million at December 31, 2016 and 2015, respectively.

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2016

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of mortgages, notes and loans payable


	December 31,		December 31,
(In thousands)	2016		2015
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,134,339	$	1,087,642
Special Improvement District bonds		44,023		53,739
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,524,319		1,314,973
Deferred Financing Costs, net of accumulated amortization of $14.3 million and $12.7 million, respectively		(11,934)		(12,392)
Total mortgages, notes and loans payable	$	2,690,747	$	2,443,962

(a)

Schedule of mortgages, notes and loans payable by property


					Maximum		Carrying Value
	Initial / Extended	Interest			Facility		December 31,		December 31,
($ in thousands)	Maturity (a)	Rate			Amount		2016		2015
Master Planned Communities
Bridgeland Credit Facility	November 2020 / November 2022	4.60	%	(b)	$	65,000	$	65,000	$	40,072
Summerlin South SID Bonds - S124	December 2019	5.95	%					123		159
Summerlin South SID Bonds - S128	December 2020	7.30	%					440		534
Summerlin South SID Bonds - S128C	December 2030	6.05	%					4,600		4,856
Summerlin South SID Bonds - S132	December 2020	6.00	%					1,268		1,676
Summerlin South SID Bonds - S151	June 2025	6.00	%					4,159		4,534
Summerlin South SID Bonds - S159	June 2035	6.00	%					2,389		9,020
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%					—		1,047
Summerlin West SID Bonds - S812	October 2035	6.00	%					27,459		28,328
The Woodlands Master Credit Facility	August 2018	3.47	%	(b)		150,000		150,000		192,663
Master Planned Communities Total								255,438		282,889

Operating Assets
10-60 Columbia Corporate Centers	May 2020 / May 2022	2.94	%	(b)(c)				80,000		80,000
70 Columbia Corporate Center	July 2017 / July 2019	2.97	%	(b)				20,000		20,000
Columbia Regional Building	March 2019	2.72	%	(b)		23,008		22,188		22,188
Downtown Summerlin (d)	July 2017 / July 2019	2.97	%	(b)		311,800		302,981		289,804
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%					—		235
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					3,350		3,350
Embassy Suites at Hughes Landing	October 2018 / October 2020	3.22	%	(b)		37,100		29,461		20,064
One Hughes Landing	December 2029	4.30	%					52,000		52,000
Two Hughes Landing	December 2030	4.20	%					48,000		48,000
Three Hughes Landing (d)	December 2017 / December 2019	3.07	%	(b)		65,455		35,053		23,268
1725-35 Hughes Landing Boulevard	June 2018 / June 2019	2.37	%	(b)		143,000		105,647		89,677
Hughes Landing Retail	December 2036	3.50	%			35,000		35,000		28,726
1701 Lake Robbins	April 2017	5.81	%					4,600		4,600
Lakeland Village Center at Bridgeland	May 2018 / May 2020	3.07	%	(b)		14,000		9,979		—
Millennium Waterway Apartments	June 2022	3.75	%					55,584		55,584
Millennium Six Pines Apartments	August 2028	3.39	%					42,500		—
110 N. Wacker	October 2019	5.21	%	(e)				22,704		26,481
9303 New Trails	December 2023	4.88	%					12,378		12,734
One Lakes Edge	February 2017 / February 2019	4.22	%	(b)		73,525		68,874		67,517
Outlet Collection at Riverwalk	October 2017 / October 2019	3.47	%	(b)		56,100		55,778		56,100
3831 Technology Forest Drive	March 2026	4.50	%					22,383		22,759
The Westin at The Woodlands (d)	August 2018 / August 2019	3.37	%	(b)		69,300		58,077		33,361
The Woodlands Resort & Conference Center	December 2018 / December 2020	3.97	%	(b)				70,000		85,000
Ward Village	September 2021 / September 2023	3.43	%	(b)(f)				238,718		238,716
20/25 Waterway Avenue	May 2022	4.79	%					13,886		14,112
3 Waterway Square	August 2028	3.94	%					51,590		52,000
4 Waterway Square	December 2023	4.88	%					36,249		37,293
Other								235		—
Capital lease obligations	various	3.60	%					1		52
Operating Assets Total								1,497,216		1,383,621

Strategic Developments
Ae`o	December 2019 / December 2021	4.72	%	(b)		230,000		—		—
HHC 242 Self Storage Facility	October 2019 / October 2021	3.32	%	(b)		6,658		3,708		—
HHC 2978 Self Storage Facility	January 2020 / January 2022	3.32	%	(b)		6,368		1,715		—
Ke Kilohana	December 2019 / December 2020	3.97	%	(b)		142,656		—		—
One Merriweather	February 2020 / February 2021	2.87	%	(b)		49,900		23,588		—
Two Merriweather	October 2020 / October 2021	3.22	%	(b)		33,156		—		—
Waiea and Anaha (g)	November 2017 / November 2019	7.47	%	(b)		410,000		160,847		27,817
Strategic Developments Total								189,858		27,817

Other Corporate Financing Arrangements	June 2018	3.00	%					15,948		18,794
Senior Notes	October 2021	6.88	%					750,000		750,000
Unamortized underwriting fees								(5,779)		(6,767)
Deferred Financing Costs, net								(11,934)		(12,392)

Total mortgages, notes, and loans payable							$	2,690,747	$	2,443,962

(a)

(b)

The interest rate presented is based on the one month LIBOR rate, which was 0.72% at December 31, 2016.

(c)

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

(d)

Based on current performance of Downtown Summerlin, Three Hughes Landing and The Westin at The Woodlands, a paydown may be required in order to exercise the extension option.

(e)

The $22.7 million outstanding principal balance is swapped to a 5.21% fixed-rate through maturity.

(f)

$119.4 million of the outstanding principal balance is swapped to a 3.64% fixed-rate through maturity.

(g)

Summary of Contractual Obligations Relating to Mortgages, Notes, and Loans Payable


	Mortgages, notes
	and loans payable
(In thousands)	principal payments
2017	$	66,539
2018		126,541
2019		850,263
2020		121,626
2021		789,101
Thereafter		754,390
Total principal payments		2,708,460
Deferred financing costs, net and unamortized underwriting fees		(17,713)
Total mortgages, notes and loans payable	$	2,690,747

- 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=64930739&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=64930785&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=64930785&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

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2016

INCOME TAXES

Schedule of provision for (benefit from) income taxes


(In thousands)	2016		2015		2014
Current	$	4,752	$	2,849	$	(2,050)
Deferred		113,698		21,152		65,010
Total	$	118,450	$	24,001	$	62,960

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


(In thousands)	2016		2015		2014
Tax at statutory rate on earnings from continuing operations before income taxes	$	112,264	$	52,751	$	13,800
Increase (decrease) in valuation allowance, net		(1,326)		1,742		5,602
State income taxes, net of Federal income tax benefit		4,004		267		1,320
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes		—		—		(512)
Tax (benefit) expense from change in rates, prior period adjustments and other permanent differences		(4,591)		(7,361)		(12,193)
Set up deferred tax liability related to captive REIT		—		—		(1,068)
Non-deductible warrant liability loss (gain)		8,544		(20,412)		21,182
Non-taxable interest income		—		—		18,373
Uncertain tax position (benefit) expense, excluding interest		(407)		(2,483)		2,395
Uncertain tax position interest, net of Federal income tax benefit		(38)		(503)		14,061
Income tax expense	$	118,450	$	24,001	$	62,960

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


			Expiration
(In thousands)	Amount		Date
Net operating loss carryforwards - Federal	$	33,820	2024-2036
Net operating loss carryforwards - State		215,572	2017-2036
Capital loss carryfoward		—	n/a
Tax credit carryforwards - Federal AMT		5,010	n/a

Summary of tax effects of temporary differences and carryforwards included in net deferred tax liabilities


(In thousands)	2016		2015
Deferred tax assets:
Operating and Strategic Developments properties, primarily differences in basis of assets and liabilities	$	208,862	$	213,090
Interest deduction carryforwards		54,759		79,781
Operating loss and tax credit carryforwards		30,866		34,499
Total deferred tax assets		294,487		327,370
Valuation allowance		(18,635)		(19,960)
Total net deferred tax assets	$	275,852	$	307,410
Deferred tax liabilities:
Property associated with MPCs, primarily differences in the tax basis of land assets and treatment of interest and other costs	$	(262,572)	$	(218,842)
Operating and Strategic Developments properties, primarily differences in basis of assets and liabilities		(40,915)		(42,860)
Deferred income		(173,310)		(134,929)
Total deferred tax liabilities		(476,797)		(396,631)
Total net deferred tax liabilities	$	(200,945)	$	(89,221)

Reconciliation of Unrecognized Tax Benefits


(In thousands)	2016		2015		2014
Unrecognized tax benefits, opening balance	$	36,524	$	184,200	$	90,532
Gross increases - tax positions in prior period		—		—		93,668
Gross decreases - tax positions in prior periods		(36,524)		(147,676)		—
Unrecognized tax benefits, ending balance	$	—	$	36,524	$	184,200

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2016

COMMITMENTS AND CONTINGENCIES

Summary of Obligations for Minimum Rentals Under Non-Cancelable Operating Leases


(In thousands)	2017		2018		2019		2020		2021		Subsequent/ Other		Total
Ground lease and other leasing commitments	$	9,885	$	8,534	$	7,560	$	7,715	$	7,568	$	298,881	$	340,143

OTHER ASSETS AND LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2016

OTHER ASSETS AND LIABILITIES

Summary of the significant components of prepaid expenses and other assets


	December 31,
(In thousands)	2016		2015
Condominium receivables (a)	$	210,219	$	191,037
Condominium deposits		193,197		55,749
Special Improvement District receivable		61,603		72,558
Straight-line rent, net		31,518		22,241
In-place leases		16,015		22,139
Below-market ground leases		18,986		19,325
Above-market tenant leases		2,457		3,581
Equipment, net of accumulated depreciation of $4.9 million and $3.9 million, respectively		17,556		18,772
Security and escrow deposits		61,304		17,599
Tenant incentives and other receivables		8,773		10,480
Prepaid expenses		11,177		8,474
Federal income tax receivable		15,763		11,972
Intangibles		4,046		4,045
Uncertain tax position asset		—		112
Other		13,902		5,347
	$	666,516	$	463,431

We expect all the Condominium receivables outstanding at December 31, 2016, to be collected in 2017 upon closing Anaha and the remaining units at Waiea condominium projects.

Summary of the significant components of accounts payable and accrued expenses


	December 31,
(In thousands)	2016		2015
Construction payables	$	207,917	$	185,731
Deferred income		85,158		117,730
Condominium deposit liabilities		117,015		50,192
Accounts payable and accrued expenses		33,050		33,928
Tenant and other deposits		28,559		34,894
Accrued interest		16,897		16,504
Accrued payroll and other employee liabilities		36,937		31,271
Accrued real estate taxes		16,726		15,134
Interest rate swaps		(149)		4,217
Straight-line ground rent liability		13,126		10,757
Above-market ground leases		1,762		2,113
Other		15,012		12,883
	$	572,010	$	515,354

Straight-line ground rent was previously reported in Other.

INTANGIBLES (Tables)

12 Months Ended

Dec. 31, 2016

INTANGIBLES

Summary of intangible assets and liabilities


	Gross		Accumulated		Net
	Asset		(Amortization)		Carrying
(In thousands)	(Liability)		/ Accretion		Amount
As of December 31, 2016
Tenant leases:
In-place value	$	37,567	$	(21,552)	$	16,015
Above-market		4,879		(2,422)		2,457
Below-market		(6,618)		2,065		(4,553)
Ground leases:
Above-market		(1,955)		193		(1,762)
Below-market		23,096		(4,110)		18,986

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

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

12 Months Ended

Dec. 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


										Fair Value Asset (Liability)
			Notional		Fixed Interest		Effective	Maturity		December 31,
(In thousands)		Balance Sheet Location	Amount		Rate		Date	Date		2016		2015
Currently-paying contracts:
Interest Rate Swap	(b)	Accounts payable and accrued liabilities	$	22,703	2.96	%	5/10/2011	10/31/2019		$	(740)	$	(1,185)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		143,000	1.30		10/3/2011	9/30/2016	(a)		—		(747)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		40,000	1.66		5/6/2015	5/1/2020			(143)		(361)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		119,359	1.14		10/3/2016	9/12/2021			3,368		—
Interest Rate Cap	(b)	Accounts payable and accrued liabilities		100,000	5.00		8/31/2015	8/31/2017			—		1
Interest Rate Cap	(c)	Accounts payable and accrued liabilities		230,000	2.50		12/22/2016	12/23/2019			768		—
Forward-starting contracts:
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		50,000	2.65		12/31/2017	12/31/2027			(610)		(377)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		100,000	2.68		12/31/2017	12/31/2027			(1,479)		(1,003)
Interest Rate Swap	(b)	Accounts payable and accrued liabilities		100,000	2.62		12/31/2017	12/31/2027			(1,015)		(545)
Total fair value derivative assets										$	4,136	$	1
Total fair value derivative liabilities										$	(3,987)	$	(4,218)

(a)

Interest rate swap matured as scheduled.

(b)

Denotes derivatives designated as hedging instruments.

(c)

Denotes derivative contract that could not be designated as a hedging instrument as of December 31, 2016 as this cap hedges debt that is not yet drawn.

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


	Amount of Loss Recognized
	in AOCI on Derivative
	Year Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2016		2015		2014
Interest rate swaps	$	831	$	(1,705)	$	(1,192)


	Amount of Loss Reclassified from
	AOCI into Operations
	Year Ended December 31,
Location of Loss Reclassified from AOCI into Operations	2016		2015		2014
Interest expense	$	(1,364)	$	(1,745)	$	(2,195)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

12 Months Ended

Dec. 31, 2016

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Summary of AOCI

C
Balance as of January 1, 2015	$	(7,712)
Other comprehensive income (loss) before reclassifications		(1,922)
Loss reclassified from accumulated other comprehensive loss to net income		1,745
Net current-period other comprehensive income (loss)		(177)
Balance as of December 31, 2015		(7,889)
Other comprehensive income (loss) before reclassifications		(261)
Loss reclassified from accumulated other comprehensive loss to net income		1,364
Net current-period other comprehensive income (loss)		1,103
Balance as of December 31, 2016	$	(6,786)

(a)

All amounts are net of tax.

Summary of the amounts reclassified out of AOCI


	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
	For the Year Ended		For the Year Ended
Accumulated Other Comprehensive Income (Loss) Components	December 31, 2016		December 31, 2015
Losses on cash flow hedges	$	2,175	$	2,797
Interest rate swap contracts		(811)		(1,052)
Total reclassifications for the period	$	1,364	$	1,745

STOCK-BASED PLANS (Tables)

12 Months Ended

Dec. 31, 2016

STOCK-BASED PLANS

Summary of stock option plan activity


				Weighted Average	Aggregate
		Weighted Average		Remaining	Intrinsic
	Shares	Exercise Price		Contractual Term	Value
				(In years)
Stock options outstanding at January 1, 2014	965,440	$	64.57
Granted	116,500		144.26
Exercised	—		—
Forfeited	(35,450)		87.45
Expired	—		—
Stock options outstanding at December 31, 2014	1,046,490	$	72.61

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

Granted	162,100	$	109.42
Exercised	(3,000)		60.33
Forfeited	(68,500)		122.93
Expired	—		—
Stock options outstanding at December 31, 2016	1,176,640	$	78.87	5.57	$	44,769,359

Stock options exercisable at December 31, 2016	609,740	$	57.89	3.92	$	34,271,449

Stock options vested and expected to vest	1,163,260	$	78.46	5.54	$	44,676,851

Summary of information related to stock options outstanding


								Weighted Average
								Remaining
					Number	Weighted Average		Contractual Term	Number
Range of Exercise Prices					Outstanding	Exercise Price		(In years)	Exercisable
$	46.49	—	$	55.82	47,500	$	52.87	4.5	47,500
$	57.77	—	$	60.33	565,000		57.93	3.9	529,500
$	61.64	—	$	69.75	164,240		66.31	5.2	32,740
$	81.80	—	$	110.50	128,400		97.87	7.0	—
$	112.64	—	$	151.72	271,500		125.61	8.7	—
					1,176,640	$	78.87	5.57	609,740

Summary of Significant Assumptions Used in Black-Scholes Option-Pricing Model


	As of December 31,
	2016			2015			2014
Grant date fair value	$	36.55		$	44.45		$	48.65
Expected life of options (in years)		7.4			7.5			7.5
Risk-free interest rate		1.8	%		2.0	%		2.2	%
Expected volatility		33.1	%		26.1	%		25.7	%
Expected annual dividend per share		—			—			—

Summary of restricted stock activity


	Weighted Average
	Grant Date
	Shares	Fair Value

Restricted stock outstanding at January 1, 2014	122,334	$	75.21
Granted	61,750		126.38
Vested	(11,394)		97.72
Restricted stock outstanding at December 31, 2014	172,690	$	92.02

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

Granted	136,198	$	67.80
Vested	(37,670)		83.47
Forfeited	(51,972)		90.14
Restricted stock outstanding at December 31, 2016	289,112	$	88.88

RENTALS UNDER OPERATING LEASES (Tables)

12 Months Ended

Dec. 31, 2016

RENTALS UNDER OPERATING LEASES

Schedule of minimum future rentals under operating leases


	Total
	Minimum
Year	Rent
	(In thousands)
2017	$	155,085
2018		145,622
2019		139,037
2020		121,414
2021		113,999
Subsequent		478,138

SEGMENTS (Tables)

12 Months Ended

Dec. 31, 2016

SEGMENTS

Summary of segment operating results


	Year Ended December 31,
(In thousands)	2016		2015		2014
Master Planned Communities
Land sales	$	215,318	$	187,399	$	325,099
Builder price participation		21,386		26,846		20,908
Minimum rents		384		842		818
Other land revenues		16,192		14,778		16,470
Other rental and property revenues		24		—		—
Total revenues		253,304		229,865		363,295

Cost of sales – land		95,727		88,065		119,672
Land sales operations		42,371		44,907		41,794
Provision for (recovery of) doubtful accounts		—		—		(11)
Depreciation and amortization		311		640		397
Interest income		(59)		(60)		(118)
Interest expense (*)		(21,026)		(18,053)		(19,620)
Equity in earnings in Real Estate and Other Affiliates		(43,501)		—		—
Total expenses		73,823		115,499		142,114
MPC segment EBT		179,481		114,366		221,181

Operating Assets
Minimum rents		172,437		149,064		95,807
Tenant recoveries		44,306		39,415		28,133
Hospitality revenues		62,252		45,374		37,921
Other rental and property revenues		16,170		25,453		24,429
Total revenues		295,165		259,306		186,290

Other property operating costs		60,541		68,078		62,752
Real estate taxes		24,439		21,856		14,860
Rental property maintenance costs		12,033		10,236		8,592
Hospitality operating costs		49,359		34,839		31,829
Provision for doubtful accounts		5,601		3,998		1,399
Demolition costs		1,123		2,675		6,712
Provision for impairment		35,734		—		—
Development-related marketing costs		7,110		9,747		9,770
Depreciation and amortization		86,313		89,075		49,272
Other income, net		(4,601)		(524)		—
Interest income		(19)		(37)		(151)
Interest expense (*)		39,466		31,148		17,081
Equity in earnings from Real Estate and Other Affiliates		(2,802)		(1,883)		(2,025)
Total expenses		314,297		269,208		200,091
Operating Assets segment EBT		(19,132)		(9,902)		(13,801)

Strategic Developments
Minimum rents		447		899		609
Tenant recoveries		24		127		220
Condominium rights and unit sales		485,634		305,284		83,565
Other land revenues		40		25		33
Other rental and property revenues		391		1,582		553
Total revenues		486,536		307,917		84,980

Condominium rights and unit cost of sales		319,325		191,606		49,995
Other property operating costs		5,437		4,673		4,282
Real estate taxes		2,408		2,282		2,547
Rental property maintenance costs		359		476		543
Provision for doubtful accounts		63		32		16
Demolition costs		1,089		622		22
Development-related marketing costs		15,074		15,719		13,013
Depreciation and amortization		2,744		3,240		1,706
Other income, net		(611)		104		(2,373)
Interest income		(500)		(202)		—
Interest expense (*)		(5,957)		(6,633)		(11,918)
Equity in earnings from Real Estate and Other Affiliates		(10,515)		(1,838)		(21,311)
Gain on sale of 80 South Street Assemblage		(140,549)		—		—
Total expenses		188,367		210,081		36,522
Strategic Developments segment EBT		298,169		97,836		48,458
Total consolidated segment EBT	$	458,518	$	202,300	$	255,838

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

Reconciliation of EBT to GAAP income (loss) before taxes


Reconciliation of EBT to GAAP income (loss) before taxes	Year Ended December 31,
(In thousands)	2016		2015		2014
Total consolidated segment EBT	$	458,518	$	202,300	$	255,838
Corporate and other items:
General and administrative		(86,588)		(81,345)		(73,569)
Corporate interest expense, net		(52,460)		(52,995)		(30,819)
Warrant liability (loss) gain		(24,410)		58,320		(60,520)
Gain on acquisition of joint venture partner's interest		27,088		—		—
Increase (reduction) in tax indemnity receivable		—		—		90
Loss on settlement of tax indemnity receivable		—		—		(74,095)
(Loss) gain on disposal of operating assets		(1,117)		29,073		—
Corporate other income, net		6,241		1,409		27,098
Corporate depreciation and amortization		(6,496)		(6,042)		(4,583)
Total Corporate and other items		(137,742)		(51,580)		(216,398)
Income before taxes	$	320,776	$	150,720	$	39,440

Schedule of reconciliation of segment revenue to GAAP consolidated revenues


Reconciliation of Segment Basis Revenues to GAAP Revenues	Year Ended December 31,
(In thousands)	2016		2015		2014
Master Planned Communities	$	253,304	$	229,865	$	363,295
Operating Assets		295,165		259,306		186,290
Strategic Developments		486,536		307,917		84,980
Total revenues	$	1,035,005	$	797,088	$	634,565

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


	Year Ended December 31,
(In thousands)	2016		2015
Master Planned Communities	$	1,982,639	$	2,022,524
Operating Assets		2,624,505		2,365,724
Strategic Developments		1,171,904		1,138,695
Total segment assets		5,779,048		5,526,943
Corporate and other		588,334		194,639
Total assets	$	6,367,382	$	5,721,582

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2016

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Schedule of quarterly financial information

	2016
	First		Second		Third		Fourth
(In thousands, except share amounts)	Quarter		Quarter		Quarter		Quarter
Total revenues	$	240,680	$	273,514	$	242,265	$	278,546
Operating income		192,970		73,636		784		59,372
Net income (a)		143,765		6,970		7,996		43,595
Net income (loss) attributable to common stockholders		143,765		6,970		7,973		43,595
Earnings (loss) per share:
Basic		3.64		0.18		0.20		1.10
Diluted (b)		2.69		0.16		0.19		1.02
Weighted average shares outstanding:
Basic		39,473		39,492		39,502		39,502
Diluted		42,400		42,664		42,760		42,753


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

The fourth quarter 2016 included an after-tax adjustment to recognize $3.2 million in Equity in Earnings in Real Estate and Other Affiliates that relates to previous quarters in 2016.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Amount of straight line rent receivables reclassified	$ 31,500	$ 22,200
Adjustment to depreciation due to change in estimated useful life	81,878	82,275	$ 50,683
Gain recognized on the sale of Redlands Promenade	139,432	29,073	2,373
MUDs receivables, net of allowances	900	900
Notes receivable, net	155	1,664
Deferred leasing costs, accumulated amortization	14,100	10,800
Service Life
Adjustment to depreciation due to change in estimated useful life	$ 1,000	$ 17,100	$ 10,800
Impact on diluted EPS resulting from depreciation adjustment	$ 0.02	$ 0.40	$ 0.27
Minimum \| Master Planned Communities
Estimated useful life of MPC assets	20 years
Maximum \| Master Planned Communities
Estimated useful life of MPC assets	40 years
Redlands Promenade
Gain recognized on the sale of Redlands Promenade			$ 2,400
South Street Seaport
Gain on insurance recoveries, recognized in other income	$ 6,200	$ 300	$ 27,000
Summerlin
Notes receivable, net	20,200
Note receivable from homebuilder, interest rate (as a percent)		39.00%
TPC Summerlin and TPC Las Vegas
Gain from participation interest in golf courses	$ 2,800	$ 500

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Summary of Asset Useful Lives, by Type) (Details)	12 Months Ended
	Dec. 31, 2016
Building and Improvements \| Minimum
Estimated useful lives	10 years
Building and Improvements \| Maximum
Estimated useful lives	45 years
Equipment Tenant Improvements and Fixtures \| Minimum
Estimated useful lives	5 years
Equipment Tenant Improvements and Fixtures \| Maximum
Estimated useful lives	10 years
Computer, Hardware and Software and Vehicles \| Minimum
Estimated useful lives	3 years
Computer, Hardware and Software and Vehicles \| Maximum
Estimated useful lives	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Summary of Developments by Category) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Developments
Land & improvements	$ 188,544	$ 182,843
Development costs	567,650	728,984
Condominium rights	205,786	125,100
Total Developments	$ 961,980	$ 1,036,927

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Summary of Changes in Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Changes in allowance for doubtful accounts against accounts receivables:
Balance at the beginning of the period	$ 4,406	$ 7,619	$ 7,390
Provision for doubtful accounts	5,664	4,030	1,404
Write-offs	(2,271)	(7,243)	(1,175)
Balance at the end of the period	$ 7,799	$ 4,406	$ 7,619

EARNINGS PER SHARE - (Information Related to EPS Calculation) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Numerator:
Net income (loss)	$ 43,595	$ 7,996	$ 6,970	$ 143,765	$ 25,881	$ 156,212	$ 50,585	$ (105,959)	$ 202,326	$ 126,719	$ (23,520)
Net income attributable to noncontrolling interests									(23)		(11)
Net income (loss) attributable to common stockholders	$ 43,595	$ 7,973	$ 6,970	$ 143,765	$ 25,881	$ 156,224	$ 50,573	$ (105,959)	$ 202,303	$ 126,719	$ (23,531)
Denominator:
Weighted average basic common shares outstanding	39,502	39,502	39,492	39,473	39,473	39,473	39,468	39,465	39,492	39,470	39,464
Numerator:
Net Income (Loss) Available to Common Stockholders, Basic	$ 43,595	$ 7,973	$ 6,970	$ 143,765	$ 25,881	$ 156,224	$ 50,573	$ (105,959)	$ 202,303	$ 126,719	$ (23,531)
Less: Warrant Liability Gain										(58,320)
Adjusted net income (loss) attributable to common stockholders									$ 202,303	$ 68,399	$ (23,531)
Denominator:
Weighted average basic common shares outstanding	39,502	39,502	39,492	39,473	39,473	39,473	39,468	39,465	39,492	39,470	39,464
Restricted stock and stock options (in shares)									343	411
Warrants (in shares)									2,894	2,873
Weighted average diluted common shares outstanding	42,753	42,760	42,664	42,400	42,743	42,913	43,197	39,465	42,729	42,754	39,464
Basic income (loss) per share: (in dollars per share)	$ 1.10	$ 0.20	$ 0.18	$ 3.64	$ 0.65	$ 3.96	$ 1.28	$ (2.68)	$ 5.12	$ 3.21	$ (0.60)
Diluted income (loss) per share: (in dollars per share)	$ 1.02	$ 0.19	$ 0.16	$ 2.69	$ 0.59	$ 0.76	$ 0.18	$ (2.68)	$ 4.73	$ 1.60	$ (0.60)

EARNINGS PER SHARE - (Narrative) (Details) - shares	12 Months Ended
EARNINGS PER SHARE - (Narrative) (Details) - shares	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Stock Options
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	379,500	141,776	1,046,940
Restricted Stock
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	130,286		172,690
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

SPONSORS AND MANAGEMENT WARRANTS (Details) - USD ($)		1 Months Ended		12 Months Ended
SPONSORS AND MANAGEMENT WARRANTS (Details) - USD ($)	Oct. 07, 2016	Jan. 31, 2017	Feb. 28, 2011	Dec. 31, 2016	Dec. 31, 2015	Nov. 09, 2010
Sponsors and Management Warrants
Warrant liabilities				$ 332,170,000	$ 307,760,000
Issuance of management warrants				$ 1,000,000
Sponsors Warrants
Sponsors and Management Warrants
Exercise price (in dollars per share)						$ 50.00
Issuance of warrants to purchase common stock (in shares)				1,916,667
Warrant liabilities				$ 123,500,000	123,100,000
Warrants exercised				1,916,667
Management Warrants
Sponsors and Management Warrants
Underlying shares associated with warrant			2,862,687
Fair value exchange			$ 19,000,000
Issuance of warrants to purchase common stock (in shares)				2,862,687
Proceeds from issuance of Management warrants			$ 19,000,000
Warrant liabilities				$ 208,700,000	$ 184,700,000
Management Warrants \| Chief Executive Officer
Sponsors and Management Warrants
Warrants exercised			42.23
Management Warrants \| President \| Subsequent Event
Sponsors and Management Warrants
Fair value exchange		$ 202,579
Proceeds from issuance of Management warrants		$ 202,579
Management Warrants \| Chief Financial Officer
Sponsors and Management Warrants
Underlying shares associated with warrant	50,125
Exercise price (in dollars per share)	$ 112.08		$ 54.50
Fair value exchange	$ 1,000,000
Proceeds from issuance of Management warrants	$ 1,000,000

ACQUISITIONS AND DISPOSITIONS (Acquisitions) (Details) $ in Thousands										3 Months Ended								12 Months Ended
	Jan. 18, 2017 USD ($) a	Jan. 06, 2017 USD ($) a	Dec. 29, 2016 USD ($) ft²	Dec. 20, 2016 USD ($)	Dec. 19, 2016 USD ($) a	Jul. 20, 2016 USD ($)	Jun. 01, 2016 a	Mar. 16, 2016 ft²	Sep. 04, 2015 USD ($)	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($) ft²	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2016 USD ($) a	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 19, 2016 ft²
Acquisitions
Area of land sold \| ft²								42,694
Gain recognized on the sale of Redlands Promenade																		$ 139,432	$ 29,073	$ 2,373
Payment to acquire JV partner's interest																		22,375
Revenues since the acquisition date										$ 278,546	$ 242,265	$ 273,514	$ 240,680	$ 229,393	$ 203,442	$ 209,163	$ 155,090	1,035,005	797,088	634,565
Pre-tax net loss since the acquisition date																		320,776	150,720	39,440
Equity in earnings from Real Estate and Other Affiliates										$ 3,200								$ 56,818	$ 3,721	$ 23,336
Air rights with total residential and commercial development rights (in square feet) \| ft²								817,784
Landmark Mall \| Subsequent Event
Acquisitions
Area of real estate property \| a		11.4
Purchase price of acquisition		$ 22,200
American City Building
Acquisitions
Purchase price of acquisition				$ 13,500
One Mall North
Acquisitions
Area of real estate property					5.37																97,500
Percentage of leased office building					100.00%
Purchase price of acquisition					$ 22,200
Millennium Six Pines Apartments [Member]
Acquisitions
Voting interest acquired (as a percent)						18.57%				100.00%								100.00%
Payment to acquire JV partner's interest						$ 4,000
Fixed loan						$ 42,500
Interest rate (as a percent)						3.39%
Assets acquired and consolidated into financial statements						$ 67,900
Liabilities assumed and consolidated into financial statements						42,700
Gain recognized from acquisition						27,100
Revenues since the acquisition date																		$ 2,700
Pre-tax net loss since the acquisition date																		$ 400
Millennium Six Pines Apartments [Member] \| Joint Venture
Acquisitions
Construction loan						$ 37,700
Circle T Ranch
Acquisitions
Area of land sold \| a							72											72
Equity in earnings from Real Estate and Other Affiliates																		$ 10,500
The Club at Carlton Woods \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Acquisitions
Proceeds from dispositions									$ 25,100
Liabilities assumed by purchaser									4,000
Gain on sale of The Club at Carlton Woods									29,100
Total assets									20,900
Total liabilities									$ 24,900
The Outlet Collection, Elk Grove \| Subsequent Event
Acquisitions
Area of land \| a	100
Number of acres under development \| a	64
The Outlet Collection, Elk Grove \| Disposal by Sale \| Subsequent Event
Acquisitions
Area of land sold \| a	36
Proceeds from sale	$ 36,000
Gain recognized on the sale of Redlands Promenade	$ 32,200
Park West
Acquisitions
Area of real estate property \| ft²											249,177
Park West \| Disposal by Sale
Acquisitions
Proceeds from sale			$ 32,500
Gain recognized on the sale of Redlands Promenade			$ 1,100
Area of real estate property \| ft²			249,177

REAL ESTATE AND OTHER AFFILIATES (Summary of Investments in Real Estate and Other Affiliates) (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2016 USD ($)	Dec. 31, 2016 USD ($) item	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jan. 24, 2014
Investment in Real Estate and Other Affiliates
Carrying Value	$ 76,376	$ 76,376	$ 57,811
Share of Earnings/Dividends	3,200	56,818	3,721	$ 23,336
Aggregate carrying value of unconsolidated VIEs	13,800	$ 13,800	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	21,700	$ 21,700	21,500
Carrying values of the liabilities associated with the operations of the consolidated VIEs	1,400	1,400	1,100
Equity Method Investments
Investment in Real Estate and Other Affiliates
Carrying Value	76,376	76,376	57,811
Share of Earnings/Dividends		56,818	3,721	23,336
Cost Method Investments
Investment in Real Estate and Other Affiliates
Carrying Value	4,406	4,406	3,952
Share of Earnings/Dividends		2,616	1,747	1,649
The Summit
Investment in Real Estate and Other Affiliates
Share of Earnings/Dividends		43,500
The Summit \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Carrying Value	$ 32,653	32,653	12,052
Share of Earnings/Dividends		43,501
Circle T Ranch
Investment in Real Estate and Other Affiliates
Share of Earnings/Dividends		$ 10,500
Constellation
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership					50.00%
Accounts Payable and Accrued Liabilities \| Millennium Six Pines Apartments [Member]
Investment in Real Estate and Other Affiliates
Investment balance			$ 1,800
Operating Assets \| Las Vegas 51s LLC [Member] \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%	50.00%	50.00%
Carrying Value	$ 11,062	$ 11,062	$ 11,050
Share of Earnings/Dividends		$ 12	$ 152	(88)
Operating Assets \| Constellation [Member] \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%	50.00%	50.00%
Carrying Value	$ 2,730	$ 2,730	$ 2,685
Share of Earnings/Dividends		$ (54)
Operating Assets \| 33 Peck Slip (Grandview SHG, LLC) [Member] \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	35.00%	35.00%
Carrying Value	$ 8,243	$ 8,243
Share of Earnings/Dividends		$ 106
Operating Assets \| The Metropolitan Downtown Columbia [Member] \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%	50.00%	50.00%
Carrying Value	$ (1,064)	$ (1,064)	$ 4,872
Share of Earnings/Dividends		$ (800)	$ (13)
Operating Assets \| Millennium Six Pines Apartments [Member] \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	100.00%	100.00%	81.43%
Share of Earnings/Dividends		$ 44	$ (1,165)	(1,291)
Operating Assets \| Stewart Title of Montgomery County, TX [Member] \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%	50.00%	50.00%
Carrying Value	$ 3,611	$ 3,611	$ 3,715
Share of Earnings/Dividends		$ 696	$ 996	1,301
Operating Assets \| Woodlands Sarofim #1 \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	20.00%	20.00%	20.00%
Carrying Value	$ 2,683	$ 2,683	$ 2,588
Share of Earnings/Dividends		182	166	175
Strategic Developments \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Carrying Value	$ 71,970	71,970	53,859
Share of Earnings/Dividends		$ 54,202	$ 1,974	21,687
Strategic Developments \| Circle T Ranch \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%	50.00%	50.00%
Carrying Value	$ 4,956	$ 4,956	$ 9,128
Share of Earnings/Dividends		$ 10,497
Strategic Developments \| HHMK Development \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%	50.00%	50.00%
Carrying Value	$ 10	$ 10	$ 10
Share of Earnings/Dividends			$ 549	2,120
Strategic Developments \| KR Holdings \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%	50.00%	50.00%
Carrying Value	$ 707	$ 707	$ 689
Share of Earnings/Dividends		$ 18	$ 1,289	$ 19,470
Strategic Developments \| m.flats/TEN.M \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%	50.00%	50.00%
Carrying Value	$ 6,379	$ 6,379	$ 7,070
Unconsolidated Properties
Investment in Real Estate and Other Affiliates
Secured debt	125,100	125,100	109,600
Share of the entity in secured debt	$ 55,500	$ 55,500	$ 64,800

REAL ESTATE AND OTHER AFFILIATES (Narrative) (Details)					1 Months Ended	3 Months Ended			12 Months Ended
REAL ESTATE AND OTHER AFFILIATES (Narrative) (Details)	Jun. 01, 2016 a	Mar. 16, 2016 ft²	Jan. 24, 2014 USD ($) a item	Oct. 04, 2013 USD ($) a	Jan. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2016 USD ($) a	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Real Estate and Other Affiliates
Book value of land contributed to joint venture						$ 320,936,000	$ 322,462,000		$ 320,936,000	$ 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								$ 2,818,000
Percentage of ownership interest of partners in joint venture			50.00%
Area of land sold \| ft²		42,694
Land sales									215,318,000	187,399,000	325,099,000
Equity in earnings						3,200,000			56,818,000	3,721,000	23,336,000
The Summit
Real Estate and Other Affiliates
Total assets						151,300,000			151,300,000
Total liabilities						116,500,000			116,500,000
Equity						34,800,000			34,800,000
Revenues									80,000,000
Gross margin									47,200,000
Net income									43,500,000
Land sales									226,400,000
Amount of lot closing completed									184,900,000
Equity in earnings									43,500,000
33 Peck Slip (Grandview SHG, LLC) [Member]
Real Estate and Other Affiliates
Investment in joint venture						8,200,000			8,200,000
Amount of bridge loan						25,000,000			25,000,000
Redevelopment loan						36,000,000			36,000,000
Additional capital contribution						2,300,000			$ 2,300,000
33 Peck Slip (Grandview SHG, LLC) [Member] \| Bridge Loan [Member]
Real Estate and Other Affiliates
Interest rate margin (as a percent)									5.00%
Circle T Ranch
Real Estate and Other Affiliates
Area of land sold \| a	72								72
Equity in earnings									$ 10,500,000
m.flats/TEN.M
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
Total book value contribution				$ 7,100,000
Contribution made till date						6,300,000			6,300,000
m.flats/TEN.M \| 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			$ 13,500,000			$ 13,500,000
Number of units in Class A apartment building to be constructed \| item			124
Area Of Land In Downtown Summerlin \| a			400
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%
Percentage of project occupied						51.60%			51.60%
Percentage of project leased						66.10%			66.10%
Total liabilities						$ 116,500,000			$ 116,500,000
Net income									43,500,000
Equity Method Investments
Real Estate and Other Affiliates
Equity in earnings									56,818,000	$ 3,721,000	$ 23,336,000
Equity Method Investments \| 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, price per acre								$ 226,000
Preferred return, on capital (as a percent)								5.00%
Contractual Obligation								$ 0
Equity in earnings									$ 43,501,000
Equity Method Investments \| The Summit \| Maximum
Real Estate and Other Affiliates
Maximum capital contribution required								$ 30,000,000
Equity Method Investments \| Constellation
Real Estate and Other Affiliates
Future contribution required							$ 1,000,000
One Month LIBOR
Real Estate and Other Affiliates
Interest rate margin (as a percent)									0.72%
One Month LIBOR \| m.flats/TEN.M \| Construction Loan Payable
Real Estate and Other Affiliates
Interest rate margin (as a percent)					2.40%

IMPAIRMENT (Details) $ in Thousands		12 Months Ended
IMPAIRMENT (Details) $ in Thousands	Dec. 29, 2016 USD ($) ft²	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2016 ft²
Gain recognized on the sale of Redlands Promenade		$ 139,432	$ 29,073	$ 2,373
Capitalization rate (as a percent)		6.75%
Provision for impairment		$ 830,896	834,346	973,833
Impairment on real estate		0	$ 0	$ 0
Park West
Area of real estate property acquired (in square foot) \| ft²					249,177
Net carrying value		34,900
Provision for impairment		$ 35,734
Park West \| Disposal by Sale
Area of real estate property acquired (in square foot) \| ft²	249,177
Proceeds from Sale of Real Estate	$ 32,500
Gain recognized on the sale of Redlands Promenade	$ 1,100

FAIR VALUE OF FINANCIAL INSTRUMENTS (Assets and Liabiliites Measured on a Recurring Basis) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Liabilities
Interest Rate Swaps & Caps	$ (149)	$ 4,217
Warrants	332,170	307,760
Recurring
Assets:
Cash equivalents	18	18
Liabilities
Interest Rate Swaps & Caps	(149)	4,217
Warrants	332,170	307,760
Recurring \| Level 1
Assets:
Cash equivalents	18	18
Recurring \| Level 2
Liabilities
Interest Rate Swaps & Caps	(149)	4,217
Recurring \| Level 3
Liabilities
Warrants	$ 332,170	$ 307,760

FAIR VALUE OF FINANCIAL INSTRUMENTS (Reconciliation of Warrants Using Level 3 Inputs) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
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	$ 305,560
Warrant liability loss	24,410	(58,320)	60,520
Balance at the end of the period	$ 332,170	$ 307,760	$ 366,080
Expected Volatility (as a percent)	31.00%	27.40%
Warrant \| Minimum
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)	0.00%	10.00%
Warrant \| Maximum
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)	1.00%	12.00%

FAIR VALUE OF FINANCIAL INSTRUMENTS (Assets and Liabiliites Measured on a Nonrecurring Basis) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Liabilities:
Allowance, notes receivable	$ 100	$ 200
Recurring
Assets:
Cash	18	18
Recurring \| Level 1
Assets:
Cash	18	18
Recurring \| Level 1 \| Reported Value Measurement
Assets:
Cash	665,492	445,283
Recurring \| Level 1 \| Estimate of Fair Value Measurement
Assets:
Cash	665,492	445,283
Recurring \| Level 3 \| Reported Value Measurement
Assets:
Notes receivable, net	155	1,664
Recurring \| Level 3 \| Estimate of Fair Value Measurement
Assets:
Notes receivable, net	155	1,664
Recurring \| Level 2 \| Reported Value Measurement
Liabilities:
Fixed-rate debt	1,178,362	1,141,381
Variable-rate debt	1,524,319	1,314,973
Recurring \| Level 2 \| Estimate of Fair Value Measurement
Liabilities:
Fixed-rate debt	1,224,573	1,137,166
Variable-rate debt	$ 1,524,319	$ 1,314,973

MORTGAGES, NOTES AND LOANS PAYABLE (Summary of Mortgages, Notes and Loans Payable) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Deferred Financing Costs	$ (11,934)	$ (12,392)
Total mortgages, notes and loans payable	2,690,747	2,443,962
Deferred Financing Costs, accumulated amortization	14,300	12,700
Amount of variable-rate debt swapped to fixed rate	182,100	209,500
Secured Debt
Debt Instrument [Line Items]
Fixed-rate debt:	1,134,339	1,087,642
Variable-rate debt:	1,524,319	1,314,973
Bonds
Debt Instrument [Line Items]
Fixed-rate debt:	$ 44,023	$ 53,739

MORTGAGES, NOTES AND LOANS PAYABLE (Schedule of Debt by Property) (Details)																							1 Months Ended	12 Months Ended
	Jan. 17, 2017 USD ($) ft² Option	Dec. 30, 2016 USD ($) Option	Nov. 25, 2016 USD ($)	Oct. 24, 2016 USD ($) Option	Oct. 23, 2016 Option	Oct. 07, 2016	Sep. 12, 2016 USD ($) Option	Feb. 25, 2016	Jan. 27, 2016 item	Dec. 20, 2015 Option	Nov. 09, 2015 USD ($) Option	May 15, 2015	Dec. 05, 2014 Option	Nov. 06, 2014 USD ($) Option	Oct. 03, 2014 Option	Aug. 06, 2014	Jul. 30, 2014	Jul. 24, 2014 Option	Jul. 15, 2014 USD ($) Option	Apr. 15, 2014 USD ($)	Oct. 23, 2013 item	Oct. 02, 2013 USD ($)	Jul. 31, 2016 USD ($)	Dec. 31, 2016 USD ($) Option	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jan. 19, 2017 USD ($)	Dec. 08, 2016 USD ($)	Jul. 20, 2016	Dec. 30, 2015 USD ($)	Nov. 24, 2015 USD ($)	Mar. 25, 2015	Nov. 10, 2014	Jul. 18, 2014
Mortgages, notes and loans payable
Unamortized underwriting fees																								$ (5,779,000)	$ (6,767,000)
Deferred Financing Costs, net																								(11,934,000)	(12,392,000)
Total mortgages, notes and loans payable																								2,690,747,000	2,443,962,000
Deferred Financing Costs, accumulated amortization																								14,300,000	12,700,000
Outstanding principal balance of debt that is swapped to fixed rate through maturity																								$ 182,100,000	$ 209,500,000
Weighted average interest rate (as a percent)																								4.71%	4.44%
Net cash proceeds received from issuance																								$ 535,505,000	$ 583,822,000	$ 597,553,000
Millennium Six Pines Apartments [Member]
Mortgages, notes and loans payable
Fixed interest rate (as a percent)																													3.39%
One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)																								0.72%
Other Corporate Financing Arrangements
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.00%
Mortgages, notes, and loans payable, gross																								$ 15,948,000	18,794,000
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
Total mortgages, notes and loans payable																						$ 750,000,000
Fixed interest rate (as a percent)																						6.875%
Net cash proceeds received from issuance																						$ 741,300,000
Woodlands Properties
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress pledged as collateral																								3,100,000,000
70 Columbia Corporate Center \| Subsequent Event
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross	$ 94,500,000
Waiea And Anaha Condominiums
Mortgages, notes and loans payable
Facility Amount																								410,000,000
One Mall North \| Subsequent Event
Mortgages, notes and loans payable
Number of extension options \| Option	2
Option to extend, term	1 year
Net worth required to be maintained	$ 14,500,000
Area of land \| ft²	97,500
One Mall North \| LIBOR \| Subsequent Event
Mortgages, notes and loans payable
Interest rate (as a percent)	1.75%
Master Planned Communities
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																								$ 255,438,000	282,889,000
Debt refinanced											$ 15,200,000
Number of extension options \| Option											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 \| Bridgeland Credit Facility
Mortgages, notes and loans payable
Interest rate (as a percent)																								4.60%
Facility Amount																								$ 65,000,000
Mortgages, notes, and loans payable, gross																								65,000,000	40,072,000
Master Planned Communities \| Summerlin \| Bonds
Mortgages, notes and loans payable
Bond obligation																								$ 7,700,000
Master Planned Communities \| Summerlin South \| S124
Mortgages, notes and loans payable
Interest rate (as a percent)																								5.95%
Mortgages, notes, and loans payable, gross																								$ 123,000	159,000
Master Planned Communities \| Summerlin South \| S128
Mortgages, notes and loans payable
Interest rate (as a percent)																								7.30%
Mortgages, notes, and loans payable, gross																								$ 440,000	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																								$ 4,600,000	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																								$ 1,268,000	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																								$ 4,159,000	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																								$ 2,389,000	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																									1,047,000
Master Planned Communities \| Summerlin West \| S812
Mortgages, notes and loans payable
Interest rate (as a percent)																								6.00%
Mortgages, notes, and loans payable, gross																								$ 27,459,000	28,328,000
Master Planned Communities \| Woodlands Properties \| Line of Credit
Mortgages, notes and loans payable
Option to extend, term																							1 year
Maximum facility amount at first extension option																							$ 175,000,000
Maximum facility amount at second extension option																							$ 25,000,000
Net worth required to be maintained																								200,000,000
Master Planned Communities \| Woodlands Properties \| Term Loan
Mortgages, notes and loans payable
Facility Amount																								100,000,000
Master Planned Communities \| Woodlands Properties \| Revolving Credit Facility
Mortgages, notes and loans payable
Facility Amount																								$ 100,000,000
Master Planned Communities \| Woodlands Properties \| The Woodlands Master Credit Facility
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.47%
Facility Amount																								$ 150,000,000
Mortgages, notes, and loans payable, gross																								150,000,000	192,663,000
Operating Assets
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																								$ 1,497,216,000	1,383,621,000
Operating Assets \| Millennium Six Pines Apartments [Member]
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.39%
Mortgages, notes, and loans payable, gross																								$ 42,500,000
Operating Assets \| Other
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																								$ 235,000
Operating Assets \| Capital Lease Obligations
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.60%
Mortgages, notes, and loans payable, gross																								$ 1,000	52,000
Operating Assets \| Downtown Summerlin
Mortgages, notes and loans payable
Interest rate (as a percent)																								2.97%
Facility Amount																								$ 311,800,000
Mortgages, notes, and loans payable, gross																								$ 302,981,000	289,804,000
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 yield to achieve the reduced maximum percentage recourse																			1.15%
Debt service coverage ratio to be achieved for 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
Time period of minimum level of tenant sales needed to achieve the reduced maximum percent recourse																			12 months
Number of extension options \| Option																			2
Option to extend, term																			1 year
Debt instruments debt services coverage ratio																			1.25
Occupancy percentage																			90.00%					90.00%
Recourse on loan (as a percent)																			35.00%
Operating Assets \| Downtown Summerlin \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis																			one-month LIBOR
Interest rate margin (as a percent)																			2.25%
Operating Assets \| Downtown Summerlin \| Recourse Debt
Mortgages, notes and loans payable
Total mortgages, notes and loans payable																								$ 311,800,000
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%
Recourse on loan (as a percent)																								35.00%
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
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)																								3.97%
Mortgages, notes, and loans payable, gross		$ 70,000,000																						$ 70,000,000	85,000,000					$ 85,000,000
Number of extension options \| Option										2
Option to extend, term										1 year
Operating Assets \| The Woodlands Resort and Conference Center \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)										2.75%
Operating Assets \| The Woodlands Resort and Conference Center \| The Woodlands Master Credit Facility
Mortgages, notes and loans payable
Number of extension options \| Option		2
Option to extend, term		1 year
Annual principal payment		$ 15,000,000
Operating Assets \| The Woodlands Resort and Conference Center \| The Woodlands Master Credit Facility \| LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)		3.25%
Operating Assets \| 10-60 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)																								2.94%
Outstanding balance																								$ 40,000,000
Mortgages, notes, and loans payable, gross																								$ 80,000,000	80,000,000
Fixed interest rate per swap (as a percent)																								3.41%
Operating Assets \| 70 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)																								2.97%
Mortgages, notes, and loans payable, gross																								$ 20,000,000	20,000,000
Number of extension options \| Option																		2
Option to extend, term																		1 year
Cash paid in full satisfaction of loan assumed as part of the acquisition																				$ 17,000,000
Loans Assumed																				$ 16,000,000
Lender participation right (as a percent)																				30.00%
Percentage of cumulative preferred return on the property																				10.00%
Participation right payment																				$ 700,000
Operating Assets \| 70 Columbia Corporate Center \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis																		one-month LIBOR
Interest rate margin (as a percent)																		2.25%
Operating Assets \| Columbia Regional Building
Mortgages, notes and loans payable
Interest rate (as a percent)																								2.72%
Facility Amount																								$ 23,008,000
Mortgages, notes, and loans payable, gross																								$ 22,188,000	22,188,000
Operating Assets \| Columbia Regional Building \| Subsequent Event
Mortgages, notes and loans payable
Interest rate (as a percent)																											4.48%
Mortgages, notes, and loans payable, gross																											$ 25,000,000
Operating Assets \| Embassy Suites at Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.22%
Facility Amount																								$ 37,100,000
Mortgages, notes, and loans payable, gross																								$ 29,461,000	20,064,000
Operating Assets \| One Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)																								4.30%
Mortgages, notes, and loans payable, gross																								$ 52,000,000	52,000,000
Fixed interest rate (as a percent)																																	4.30%
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
Total mortgages, notes and loans payable																															$ 41,200,000
Fixed interest rate (as a percent)																															4.20%
Operating Assets \| Three Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.07%
Facility Amount																								$ 65,455,000
Mortgages, notes, and loans payable, gross																								$ 35,053,000	23,268,000
Operating Assets \| 1725-35 Hughes Landing Boulevard
Mortgages, notes and loans payable
Interest rate (as a percent)																								2.37%
Facility Amount																								$ 143,000,000
Mortgages, notes, and loans payable, gross																								$ 105,647,000	89,677,000
Operating Assets \| 1725-35 Hughes Landing Boulevard \| Construction Loan Payable
Mortgages, notes and loans payable
Variable rate basis																	one-month LIBOR
Option to extend, term																	1 year
Operating Assets \| 1725-35 Hughes Landing Boulevard \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)																	1.65%
Operating Assets \| Hughes Landing Hotel \| Construction Loan Payable
Mortgages, notes and loans payable
Number of extension options \| Option															2
Option to extend, term															1 year
Operating Assets \| Hughes Landing Hotel \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)															2.50%
Variable rate basis															one-month LIBOR
Operating Assets \| Hughes Landing Retail
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.50%
Facility Amount																								$ 35,000,000
Mortgages, notes, and loans payable, gross																								$ 35,000,000	28,726,000
Operating Assets \| Hughes Landing Retail \| Construction Loan Payable
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																												$ 36,600,000
Fixed interest rate (as a percent)																												3.50%
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
Fixed interest rate (as a percent)																																		5.81%
Operating Assets \| Lakeland Village Center
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.07%
Facility Amount																								$ 14,000,000
Mortgages, notes, and loans payable, gross																								$ 9,979,000
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%
Facility Amount																								$ 7,000,000
Outstanding balance																								22,700,000
Mortgages, notes, and loans payable, gross																								$ 22,704,000	26,481,000
Fixed interest rate per swap (as a percent)																								5.21%
Operating Assets \| 9303 New Trails
Mortgages, notes and loans payable
Interest rate (as a percent)																								4.88%
Mortgages, notes, and loans payable, gross																								$ 12,378,000	12,734,000
Operating Assets \| One Lakes Edge
Mortgages, notes and loans payable
Interest rate (as a percent)																								4.22%
Facility Amount																								$ 73,525,000
Mortgages, notes, and loans payable, gross			$ 71,900,000																					$ 68,874,000	67,517,000
Operating Assets \| One Lakes Edge \| Construction Loan Payable
Mortgages, notes and loans payable
Variable rate basis (as a percent)			3.50%
Annual principal payment			$ 3,000,000
Operating Assets \| One Lakes Edge \| Fannie Mae
Mortgages, notes and loans payable
Debt refinanced			$ 69,400,000
Term of debt instrument			12 years
Fixed interest rate (as a percent)			4.50%
Interest Period			4 years
Amortization Period			30 years
Operating Assets \| Outlet Collection at Riverwalk
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.47%
Facility Amount																								$ 56,100,000
Mortgages, notes, and loans payable, gross																								$ 55,778,000	56,100,000
Maximum percent recourse																								50.00%
Decrease in exposure of outstanding principal (as a percent)																								25.00%
Percentage of debt yield to draw additional loan proceeds																								11.00%
Recourse on loan (as a percent)																								50.00%
Operating Assets \| Outlet Collection at Riverwalk \| Construction Loan Payable
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 years
Number of extension options \| Option				2
Option to extend, term				1 year
Recourse on loan (as a percent)																								50.00%
Operating Assets \| Outlet Collection at Riverwalk \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)				2.75%
Operating Assets \| 3831 Technology Forest
Mortgages, notes and loans payable
Interest rate (as a percent)																								4.50%
Mortgages, notes, and loans payable, gross																								$ 22,383,000	22,759,000
Fixed interest rate (as a percent)																																4.50%
Operating Assets \| The Westin at the woodlands
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.37%
Facility Amount																								$ 69,300,000
Mortgages, notes, and loans payable, gross																								$ 58,077,000	33,361,000
Operating Assets \| Ward Village
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.43%
Outstanding balance																								$ 119,400,000
Mortgages, notes, and loans payable, gross																								$ 238,718,000	238,716,000
Number of extension options \| Option							2
Option to extend, term							1 year
Fixed interest rate per swap (as a percent)																								3.64%
Operating Assets \| Ward Village \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)							2.50%
Operating Assets \| Ward Village \| Interest Rate Swap
Mortgages, notes and loans payable
Outstanding balance							$ 119,400,000
Fixed interest rate per swap (as a percent)							3.64%
Undrawn and available borrowing capacity																								$ 0
Operating Assets \| 20/25 Waterway Avenue
Mortgages, notes and loans payable
Interest rate (as a percent)																								4.79%
Mortgages, notes, and loans payable, gross																								$ 13,886,000	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																								$ 51,590,000	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																								$ 36,249,000	37,293,000
Strategic Developments
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross																								$ 189,858,000	27,817,000
Strategic Developments \| Woodlands Properties
Mortgages, notes and loans payable
Option to extend, term																1 year
Strategic Developments \| Woodlands Properties \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis																one-month LIBOR
Interest rate margin (as a percent)																2.65%
Strategic Developments \| Three Hughes Landing
Mortgages, notes and loans payable
Number of extension options \| Option													2
Option to extend, term													1 year
Strategic Developments \| Three Hughes Landing \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis													one-month LIBOR
Interest rate margin (as a percent)													2.35%
Strategic Developments \| Lakeland Village Center \| Construction Loan Payable
Mortgages, notes and loans payable
Interest rate margin (as a percent)												2.35%
Strategic Developments \| Lakeland Village Center \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis												one-month LIBOR
Strategic Developments \| Ae'o
Mortgages, notes and loans payable
Interest rate (as a percent)																								4.72%
Facility Amount																								$ 230,000,000
Number of extension options \| Option					2
Option to extend, term					1 year
Strategic Developments \| Ae'o \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis					one-month LIBOR
Interest rate margin (as a percent)					4.00%
Strategic Developments \| Ae'o \| Floor
Mortgages, notes and loans payable
Interest rate margin (as a percent)					4.50%
Strategic Developments \| Ae'o \| Cap
Mortgages, notes and loans payable
Interest rate margin (as a percent)					2.50%
Strategic Developments \| HHC 242 Self Storage Facility
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.32%
Facility Amount																								$ 6,658,000
Mortgages, notes, and loans payable, gross																								$ 3,708,000
Strategic Developments \| HHC 242 Self Storage Facility \| Construction Loan Payable
Mortgages, notes and loans payable
Interest rate margin (as a percent)																					2.60%
Number of extension options \| item																					2
Option to extend, term																					1 year
Strategic Developments \| HHC 242 Self Storage Facility \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis																					one-month LIBOR
Strategic Developments \| HHC 2978 Self Storage Facility
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.32%
Facility Amount																								$ 6,368,000
Mortgages, notes, and loans payable, gross																								$ 1,715,000
Strategic Developments \| HHC 2978 Self Storage Facility \| Construction Loan Payable
Mortgages, notes and loans payable
Variable rate basis									one-month LIBOR
Number of extension options \| item									2
Option to extend, term									1 year
Strategic Developments \| HHC 2978 Self Storage Facility \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)									2.60%
Strategic Developments \| Ke Kilohana
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.97%
Facility Amount																								$ 142,656,000
Variable rate basis					one-month LIBOR
Option to extend, term					1 year
Recourse on loan (as a percent)																								30.00%
Strategic Developments \| Ke Kilohana \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)					3.25%
Strategic Developments \| One Merriweather
Mortgages, notes and loans payable
Interest rate (as a percent)																								2.87%
Facility Amount																								$ 49,900,000
Mortgages, notes, and loans payable, gross																								$ 23,588,000
Strategic Developments \| One Merriweather \| Construction Loan Payable
Mortgages, notes and loans payable
Option to extend, term								1 year
Strategic Developments \| One Merriweather \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)								2.15%
Variable rate basis								one-month LIBOR
Strategic Developments \| Two Merriweather
Mortgages, notes and loans payable
Interest rate (as a percent)																								3.22%
Facility Amount																								$ 33,156,000
Strategic Developments \| Two Merriweather \| Construction Loan Payable
Mortgages, notes and loans payable
Option to extend, term						1 year
Strategic Developments \| Two Merriweather \| Construction Loan Payable \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)						2.50%
Variable rate basis						one-month LIBOR
Strategic Developments \| Waiea And Anaha Condominiums
Mortgages, notes and loans payable
Interest rate (as a percent)																								7.47%
Facility Amount																								$ 410,000,000
Outstanding balance																								600,000,000
Mortgages, notes, and loans payable, gross																								$ 160,847,000	$ 27,817,000
Total mortgages, notes and loans payable														$ 600,000,000
Number of extension options \| Option														2										2
Option to extend, term														1 year										1 year
Immediate advance on loan after modification of agreement																								$ 50,000,000
Maximum additional borrowing amount																								$ 113,000,000
Strategic Developments \| Waiea And Anaha Condominiums \| One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis														one-month LIBOR
Interest rate margin (as a percent)														6.75%										6.75%

MORTGAGES, NOTES AND LOANS PAYABLE (Contractual Obligations Based on Final Maturity Dates) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Mortgages, notes and loans payable principal payments
2017	$ 66,539
2018	126,541
2019	850,263
2020	121,626
2021	789,101
Thereafter	754,390
Total	2,708,460
Deferred financing costs, net and unamortized underwriting fees	(17,713)
Total mortgages, notes and loans payable	$ 2,690,747	$ 2,443,962

INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions		12 Months Ended
INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions	Feb. 27, 2012	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
INCOME TAXES
Section 382 Rights Agreement term	3 years
Interest expense related to unrecognized tax benefits		$ 0.0	$ 0.1	$ 21.6
Reduction in uncertain tax benefits due to payments		0.0	$ 0.0	$ 144.1
Unrecognized tax benefits, excluding accrued interest, which could significantly increase or decrease during the next twelve months		$ 0.0

INCOME TAXES (Provision for (Benefit from) Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Provision for (benefit from) income taxes
Current	$ 4,752	$ 2,849	$ (2,050)
Deferred taxes	113,698	21,152	65,010
Provision for (benefit from) income taxes	$ 118,450	$ 24,001	$ 62,960

INCOME TAXES (Computation of Income Tax Expense by Applying Federal Corporate Tax Rate) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of income tax expense computed by applying the Federal corporate tax rate to the provision for income taxes
Tax at statutory rate on earnings from continuing operations before income taxes	$ 112,264	$ 52,751	$ 13,800
Increase (decrease) in valuation allowance, net	(1,326)	1,742	5,602
State income taxes, net of Federal income tax benefit	4,004	267	1,320
Tax at statutory rate on REIT entity earnings not subject to Federal income taxes			(512)
Tax (benefit) expense from change in rates, prior period adjustments and other permanent differences	(4,591)	(7,361)	(12,193)
Set up deferred tax liability related to captive REIT			(1,068)
Non-deductible warrant liability (gain) loss	8,544	(20,412)	21,182
Non-taxable interest income			18,373
Uncertain tax position (benefit) expense, excluding interest	(407)	(2,483)	2,395
Uncertain tax position interest, net of Federal income tax benefit	(38)	(503)	14,061
Provision for (benefit from) income taxes	$ 118,450	$ 24,001	$ 62,960

INCOME TAXES (Summary of Amounts and Expiration Dates of Operating Loss and Tax Credit Carryforwards) (Details) $ in Thousands	Dec. 31, 2016 USD ($)
Operating Loss Carryforwards [Line Items]
Tax credit carryforwards - Federal AMT	$ 5,010
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	33,820
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 215,572

INCOME TAXES (Summary of Tax Effects and Temporary Differences Included in Net Deferred Tax Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Operating and Strategic Development properties, primary differences in basis of assets and liabilities	$ 208,862	$ 213,090
Interest deduction carryforwards	54,759	79,781
Operating loss and tax credit carryforwards	30,866	34,499
Total deferred tax assets	294,487	327,370
Valuation allowance	(18,635)	(19,960)
Total net deferred tax assets	275,852	307,410
Deferred tax liabilities:
Property Associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs	(262,572)	(218,842)
Operating and Strategic Development properties, primarily differences in basis of assets and liabilities	(40,915)	(42,860)
Deferred income	(173,310)	(134,929)
Total deferred tax liabilities	(476,797)	(396,631)
Net deferred tax liabilities	$ (200,945)	$ (89,221)

INCOME TAXES (Reconciliation of Changes to Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Unrecognized tax benefits
Unrecognized Tax Benefits, Beginning Balance	$ 36,524	$ 184,200	$ 90,532
Gross increases - tax positions in prior period			93,668
Gross decreases - tax positions in prior periods	$ (36,524)	(147,676)
Unrecognized Tax Benefits, Ending Balance		$ 36,524	$ 184,200

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		12 Months Ended		51 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jul. 07, 2013	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016
Commitments
Amount of outstanding letters of credit and surety bonds		$ 118,900,000	$ 86,100,000	$ 118,900,000
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
Commitments
Insurance recoveries collected				$ 54,100,000
Gain on insurance recoveries, recognized in other income		$ 6,200,000	$ 300,000

COMMITMENTS AND CONTINGENCIES (Minimum Rentals Under Non-Cancelable Operating Leases) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
COMMITMENTS AND CONTINGENCIES
Amount of outstanding letters of credit and surety bonds	$ 118,900	$ 86,100
Contractual rental expense, including participation rent	8,400	$ 9,100	$ 7,300
Ground lease payments
2017	9,885
2018	8,534
2019	7,560
2020	7,715
2021	7,568
Subsequent/Other	298,881
Total	$ 340,143

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Prepaid Expenses and Other Assets
Condominium receivables	$ 210,219	$ 191,037
Condominium deposits	193,197	55,749
SID receivables	61,603	72,558
Straight-line ground rent liability	31,518	22,241
Equipment, net of accumulated depreciation of $4.9 million and $3.9 million, respectively	17,556	18,772
Security and escrow deposits	61,304	17,599
Tenant incentives and other receivables	8,773	10,480
Prepaid expenses	11,177	8,474
Federal income tax receivable	15,763	11,972
Intangibles	4,046	4,045
Uncertain tax position asset		112
Other	13,902	5,347
Total prepaid expenses and other assets	666,516	463,431
Accumulated depreciation on other equipment	4,900	3,900
Increase (Decrease) in condominium receivables	19,200
Reimbursement from a tenant	44,330	39,542	$ 28,353
Accounts Payable and Accrued Expenses
Construction payables	207,917	185,731
Deferred income	85,158	117,730
Condominium deposit liabilities	117,015	50,192
Accounts payable and accrued expenses	33,050	33,928
Tenant and other deposits	28,559	34,894
Accrued interest	16,897	16,504
Accrued payroll and other employee liabilities	36,937	31,271
Accrued real estate taxes	16,726	15,134
Interest rate swaps	(149)	4,217
Straight-line ground rent liability	13,126	10,757
Above-market ground leases	1,762	2,113
Other	15,012	12,883
Total accounts payable and accrued expenses	572,010	515,354
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Federal income tax receivable	3,800
Total prepaid expenses and other assets	203,100
Increase in prepaid expenses and other assets	8,600
Increase (decrease) in condominium deposits	137,400
Increase (Decrease) in security and escrow deposits	43,700
Other net	2,700
Increase (Decrease) in other assets	9,300
Reimbursement from a tenant	1,700
Other receivables	1,300
Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Expenses
Straight-line ground rent liability	300
Increase in accounts payable and accrued expenses	56,700
Decrease in deferred income	32,600
Increase in condominium deposits liability	2,400
Increase in accrued interest	2,100
Increase in interest rate swap liability	4,400
Other immaterial increases	6,800
Other immaterial decreases	6,300
Summerlin \| Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase in accounts payable and accrued expenses	11,000
Ward Village \| Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Expenses
Increase in condominium deposits liability	66,800
Increase in construction payable	22,200
Leases, Acquired-in-Place
Prepaid Expenses and Other Assets
Net carrying amount	16,015	22,139
Leases, Acquired-in-Place \| Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Decrease due to amortization of in-place leases	6,100
Ground Leases below Market
Prepaid Expenses and Other Assets
Net carrying amount	18,986	19,325
Ground Leases below Market \| Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Decrease due to amortization of in-place leases	300
Tenant Leases above Market
Prepaid Expenses and Other Assets
Net carrying amount	2,457	$ 3,581
Tenant Leases above Market \| Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Decrease due to amortization of in-place leases	$ 1,100

INTANGIBLES (Details) - USD ($) $ in Thousands	12 Months Ended
INTANGIBLES (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Intangible assets and liabilities
Amortization/accretion of intangible assets and liabilities	$ 6,100	$ 10,300	$ 1,800
Estimated future amortization
2017	4,900
2018	4,500
2019	3,200
2020	1,600
Thereafter	16,900
Leases, Acquired-in-Place
Intangible assets and liabilities
Gross Assets	37,567	39,129
Accumulated Amortization	(21,552)	(16,990)
Net Carrying Amount	16,015	22,139
Tenant Leases above Market
Intangible assets and liabilities
Gross Assets	4,879	5,333
Accumulated Amortization	(2,422)	(1,752)
Net Carrying Amount	2,457	3,581
Tenant Leases below Market
Intangible assets and liabilities
Gross Liability	(6,618)	(6,163)
Accumulated Accretion	2,065	1,350
Net Carrying Amount	(4,553)	(4,813)
Ground Leases above Market
Intangible assets and liabilities
Gross Liability	(1,955)	(3,545)
Accumulated Accretion	193	1,432
Net Carrying Amount	(1,762)	(2,113)
Ground Leases below Market
Intangible assets and liabilities
Gross Assets	23,096	23,096
Accumulated Amortization	(4,110)	(3,771)
Net Carrying Amount	$ 18,986	$ 19,325

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Summary of the Notional Amount and Fair Value of Derivatives) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Fair value of derivative instruments
Total fair value derivative assets	$ 4,136	$ 1
Total fair value derivative liabilities	(3,987)	(4,218)
Interest Rate Swap \| Accounts Payable and Accrued Liabilities \| Fixed Interest Rate 2.96%, Maturing October 2019 [Member]
Fair value of derivative instruments
Notional Amount	$ 22,703
Fixed Interest Rate	2.96%
Total fair value derivative liabilities	$ (740)	(1,185)
Interest Rate Swap \| Accounts Payable and Accrued Liabilities \| Fixed Interest Rate 1.30%, Maturing September 2016 [Member]
Fair value of derivative instruments
Notional Amount	$ 143,000
Fixed Interest Rate	1.30%
Total fair value derivative liabilities		(747)
Interest Rate Swap \| Accounts Payable and Accrued Liabilities \| Fixed Interest Rate 1.66%, Maturing May 2020 [Member]
Fair value of derivative instruments
Notional Amount	$ 40,000
Fixed Interest Rate	1.66%
Total fair value derivative liabilities	$ (143)	(361)
Interest Rate Swap \| Accounts Payable and Accrued Liabilities \| Fixed Interest Rate 1.14%, Maturing September 2021 [Member]
Fair value of derivative instruments
Notional Amount	$ 119,359
Fixed Interest Rate	1.14%
Total fair value derivative assets	$ 3,368
Interest Rate Swap \| Accounts Payable and Accrued Liabilities \| Fixed Interest Rate 2.65%, Maturing December 2027 [Member]
Fair value of derivative instruments
Notional Amount	$ 50,000
Fixed Interest Rate	2.65%
Total fair value derivative liabilities	$ (610)	(377)
Interest Rate Swap \| Accounts Payable and Accrued Liabilities \| Fixed Interest Rate 2.68%, Maturing December 2027 [Member]
Fair value of derivative instruments
Notional Amount	$ 100,000
Fixed Interest Rate	2.68%
Total fair value derivative liabilities	$ (1,479)	(1,003)
Interest Rate Swap \| Accounts Payable and Accrued Liabilities \| Fixed Interest Rate 2.62%, Maturing December 2027 [Member]
Fair value of derivative instruments
Notional Amount	$ 100,000
Fixed Interest Rate	2.62%
Total fair value derivative liabilities	$ (1,015)	(545)
Cap \| Accounts Payable and Accrued Liabilities \| Fixed Interest Rate 5.00%, Maturing August 2017 [Member]
Fair value of derivative instruments
Notional Amount	$ 100,000
Fixed Interest Rate	5.00%
Total fair value derivative assets		$ 1
Cap \| Accounts Payable and Accrued Liabilities \| Fixed Interest Rate 2.50%, Maturing December 2019 [Member]
Fair value of derivative instruments
Notional Amount	$ 230,000
Fixed Interest Rate	2.50%
Total fair value derivative assets	$ 768

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Impact of Financial Instruments on Statement of Operations) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Interest Expense
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Reclassified from AOCI into Earnings	$ (1,364)	$ (1,745)	$ (2,195)
Cash Flow Hedging \| Interest Rate Swap
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	$ 831	$ (1,705)	$ (1,192)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Summary of Changes in Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance at the beginning of the period	$ (7,889)	$ (7,712)
Other comprehensive income (loss) before reclassifications	(261)	(1,922)
Loss reclassified from accumulated other comprehensive loss to net income (loss)	1,364	1,745
Other comprehensive income (loss)	1,103	(177)	$ 510
Balance at the end of the period	$ (6,786)	$ (7,889)	$ (7,712)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Summary of Amounts Reclassified Out of AOCI) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes									$ (118,450)	$ (24,001)	$ (62,960)
Net income (loss)	$ 43,595	$ 7,996	$ 6,970	$ 143,765	$ 25,881	$ 156,212	$ 50,585	$ (105,959)	202,326	126,719	$ (23,520)
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)
Interest expense									2,175	2,797
Net income (loss)									1,364	1,745
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)
Provision for income taxes									$ (811)	$ (1,052)

STOCK-BASED PLANS (Summary of Stock Option Activity) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Nov. 09, 2010
Stock Options
Shares of common stock reserved for issuance				3,698,050
Maximum number of shares available for future grant	2,147,468
Stock options outstanding at the beginning of the period (in shares)	1,086,040	1,046,490	965,440
Granted (in shares)	162,100	117,000	116,500
Exercised (in shares)	(3,000)
Forfeited (in shares)	(68,500)	(77,450)	(35,450)
Stock options outstanding at the end of the period (in shares)	1,176,640	1,086,040	1,046,490
Stock options exercisable at the end of the period (in shares)	609,740
Remaining unvested options outstanding and expected to vest (in shares)	1,163,260
Weighted Average Exercise Price
Stock options outstanding at the beginning of the period (in dollars per share)	$ 77.11	$ 72.61	$ 64.57
Granted (in dollars per share)	109.42	134.24	144.26
Exercised (in dollars per share)	60.33
Forfeited (in dollars per share)	122.93	103.84	87.45
Stock options outstanding at the end of the period (in dollars per share)	78.87	$ 77.11	$ 72.61
Stock options exercisable at the end of the period (in dollars per share)	57.89
Stock options expected to vest at the end of the period (in dollars per share)	$ 78.46
Weighted average remaining contractual term of stock options outstanding	5 years 6 months 26 days
Weighted average remaining contractual term of stock options exercisable	3 years 11 months 1 day
Weighted average remaining contractual term of stock options expected to vest	5 years 6 months 15 days
Aggregate intrinsic value	$ 44,769,359
Aggregate intrinsic value of stock options exercisable	34,271,449
Aggregate intrinsic value of stock options expected to vest	$ 44,676,851
Significant assumptions used in Black-Scholes option-pricing model
Expiration period	10 years
Stock based compensation expense	$ 6,707,000	$ 7,284,000	$ 8,200,000
Minimum
Significant assumptions used in Black-Scholes option-pricing model
Exercisable period	5 years
Stock Options
Stock Options
Share based compensation costs capitalized	$ 2,600,000	$ 2,500,000	$ 0
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 78.87
Number Outstanding (in shares)	1,176,640
Weighted Average Remaining Contractual Term	5 years 6 months 26 days
Number Exercisable (in shares)	609,740
Significant assumptions used in Black-Scholes option-pricing model
Weighted average grant date fair value (in dollars per share)	$ 36.55	$ 44.45	$ 48.65
Weighted-average expected life of options	7 years 4 months 24 days	7 years 6 months	7 years 6 months
Weighted-average risk-free interest rate (as a percent)	1.80%	2.00%	2.20%
Weighted-average expected volatility (as a percent)	33.10%	26.10%	25.70%
Unamortized stock option expense	$ 10,300,000
Stock based compensation expense	9,400,000	$ 9,800,000	$ 8,200,000
Stock Options \| General and Administrative Expense
Significant assumptions used in Black-Scholes option-pricing model
Stock based compensation expense	$ 2,900,000	$ 2,600,000	$ 4,300,000
Stock Options \| $46.49 - 55.82
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 52.87
Number Outstanding (in shares)	47,500
Weighted Average Remaining Contractual Term	4 years 6 months
Number Exercisable (in shares)	47,500
Stock Options \| $46.49 - 55.82 \| Minimum
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 46.49
Stock Options \| $46.49 - 55.82 \| Maximum
Exercise price range of stock options
Exercise Price (in dollars per share)	55.82
Stock Options \| $57.77 - 60.33
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 57.93
Number Outstanding (in shares)	565,000
Weighted Average Remaining Contractual Term	3 years 10 months 24 days
Number Exercisable (in shares)	529,500
Stock Options \| $57.77 - 60.33 \| Minimum
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 57.77
Stock Options \| $57.77 - 60.33 \| Maximum
Exercise price range of stock options
Exercise Price (in dollars per share)	60.33
Stock Options \| $61.64 - 69.75
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 66.31
Number Outstanding (in shares)	164,240
Weighted Average Remaining Contractual Term	5 years 2 months 12 days
Number Exercisable (in shares)	32,740
Stock Options \| $61.64 - 69.75 \| Minimum
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 61.64
Stock Options \| $61.64 - 69.75 \| Maximum
Exercise price range of stock options
Exercise Price (in dollars per share)	69.75
Stock Options \| $81.80 - 110.50
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 97.87
Number Outstanding (in shares)	128,400
Weighted Average Remaining Contractual Term	7 years
Stock Options \| $81.80 - 110.50 \| Minimum
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 81.80
Stock Options \| $81.80 - 110.50 \| Maximum
Exercise price range of stock options
Exercise Price (in dollars per share)	110.50
Stock Options \| $112.64 - 151.72
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 125.61
Number Outstanding (in shares)	271,500
Weighted Average Remaining Contractual Term	8 years 8 months 12 days
Stock Options \| $112.64 - 151.72 \| Minimum
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 112.64
Stock Options \| $112.64 - 151.72 \| Maximum
Exercise price range of stock options
Exercise Price (in dollars per share)	$ 151.72

STOCK-BASED PLANS (Summary of Restricted Stock Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Weighted Average Grant Date Fair Value
Stock based compensation expense	$ 6,707	$ 7,284	$ 8,200
Stock Options
Weighted Average Grant Date Fair Value
Weighted-average period for recognition of unamortized restricted stock expense	3 years 4 months 24 days
Restricted Stock
Restricted stock activity
Vesting period	5 years
Restricted stock outstanding at the beginning of the period (in shares)	242,556	172,690	122,334
Granted (in shares)	136,198	81,581	61,750
Vested (in shares)	(37,670)	(7,546)	(11,394)
Forfeited (in shares)	(51,972)	(4,169)
Restricted stock outstanding at the end of the period (in shares)	289,112	242,556	172,690
Weighted Average Grant Date Fair Value
Restricted stock outstanding at the beginning of the period (in dollars per share)	$ 100.15	$ 92.02	$ 75.21
Granted (in dollars per share)	67.80	121.81	126.38
Vested (in dollars per share)	83.47	147.56	97.72
Forfeited (in dollars per share)	90.14	101.33
Restricted stock outstanding at the end of the period (in dollars per share)	$ 88.88	$ 100.15	$ 92.02
Stock based compensation expense	$ 4,500	$ 4,700	$ 3,900
Fair value of restricted stock vested	3,900
Unamortized restricted stock expense	$ 13,700
Weighted-average period for recognition of unamortized restricted stock expense	3 years 18 days

RENTALS UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Total Minimum Rent
2017	$ 155,085
2018	145,622
2019	139,037
2020	121,414
2021	113,999
Subsequent	478,138
Percentage rent in lieu of fixed minimum rent	2,400	$ 3,500	$ 2,900
Overage rent	$ 3,600	$ 3,600	$ 2,400

SEGMENTS (Summary of Segment Operating Results) (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2016 USD ($) segment	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Segments reporting
Number of reportable segments \| segment									3
Land sales									$ 215,318	$ 187,399	$ 325,099
Builder price participation									21,386	26,846	20,908
Minimum rents									173,268	150,805	97,234
Other land revenues									16,232	14,803	16,503
Other rental and property revenues									16,585	27,035	24,982
Total revenues	$ 278,546	$ 242,265	$ 273,514	$ 240,680	$ 229,393	$ 203,442	$ 209,163	$ 155,090	1,035,005	797,088	634,565
Tenant recoveries									44,330	39,542	28,353
Condominium rights and unit sales									485,634	305,284	83,565
Hospitality revenues									62,252	45,374	37,921
Cost of sales - land									95,727	88,065	119,672
Other property operating costs									65,978	72,751	67,034
Rental property real estate taxes									26,847	24,138	17,407
Rental property maintenance costs									12,392	10,712	9,135
Hospitality operating costs									49,359	34,839	31,829
Provision for (recovery of) doubtful accounts									5,664	4,030	1,404
Demolition costs									2,212	3,297	6,734
Provision for impairment									35,734
Development-related marketing costs									22,184	25,466	22,783
Depreciation and amortization									95,864	98,997	55,958
Other income, net									(116,268)	(1,829)	(29,471)
Interest income									(1,359)	(586)	(22,531)
Equity in earnings from Real Estate and Other Affiliates	$ (3,200)								(56,818)	(3,721)	(23,336)
Gain on sale of 80 South Street Assemblage									(140,549)
REP segment EBT									458,518	202,300	255,838
Operating Segments
Segments reporting
Total revenues									1,035,005	797,088	634,565
REP segment EBT									458,518	202,300	255,838
Operating Segments \| Master Planned Communities
Segments reporting
Land sales									215,318	187,399	325,099
Builder price participation									21,386	26,846	20,908
Minimum rents									384	842	818
Other land revenues									16,192	14,778	16,470
Other rental and property revenues									24
Total revenues									253,304	229,865	363,295
Cost of sales - land									95,727	88,065	119,672
Land sales operations									42,371	44,907	41,794
Provision for (recovery of) doubtful accounts											(11)
Depreciation and amortization									311	640	397
Other income, net									(59)	(60)	(118)
Interest expense									(21,026)	(18,053)	(19,620)
Equity in earnings from Real Estate and Other Affiliates									(43,501)
Total expenses									73,823	115,499	142,114
REP segment EBT									179,481	114,366	221,181
Operating Segments \| Operating Assets
Segments reporting
Minimum rents									172,437	149,064	95,807
Other rental and property revenues									16,170	25,453	24,429
Total revenues									295,165	259,306	186,290
Tenant recoveries									44,306	39,415	28,133
Hospitality revenues									62,252	45,374	37,921
Other property operating costs									60,541	68,078	62,752
Rental property real estate taxes									24,439	21,856	14,860
Rental property maintenance costs									12,033	10,236	8,592
Hospitality operating costs									49,359	34,839	31,829
Provision for (recovery of) doubtful accounts									5,601	3,998	1,399
Demolition costs									1,123	2,675	6,712
Provision for impairment									35,734
Development-related marketing costs									7,110	9,747	9,770
Depreciation and amortization									86,313	89,075	49,272
Other income, net									(4,601)	(524)
Interest income									(19)	(37)	(151)
Interest expense									39,466	31,148	17,081
Equity in earnings from Real Estate and Other Affiliates									(2,802)	(1,883)	(2,025)
Total expenses									314,297	269,208	200,091
REP segment EBT									(19,132)	(9,902)	(13,801)
Operating Segments \| Strategic Developments
Segments reporting
Minimum rents									447	899	609
Other land revenues									40	25	33
Other rental and property revenues									391	1,582	553
Total revenues									486,536	307,917	84,980
Tenant recoveries									24	127	220
Condominium rights and unit sales									485,634	305,284	83,565
Condominium rights and unit cost of sales									319,325	191,606	49,995
Other property operating costs									5,437	4,673	4,282
Rental property real estate taxes									2,408	2,282	2,547
Rental property maintenance costs									359	476	543
Provision for (recovery of) doubtful accounts									63	32	16
Demolition costs									1,089	622	22
Development-related marketing costs									15,074	15,719	13,013
Depreciation and amortization									2,744	3,240	1,706
Other income, net									(611)	104	(2,373)
Interest income									(500)	(202)
Interest expense									(5,957)	(6,633)	(11,918)
Equity in earnings from Real Estate and Other Affiliates									(10,515)	(1,838)	(21,311)
Gain on sale of 80 South Street Assemblage									(140,549)
Total expenses									188,367	210,081	36,522
REP segment EBT									$ 298,169	$ 97,836	$ 48,458

SEGMENTS (Reconciliation of EBT to Income (Loss) Before Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of REP EBT to GAAP net income (loss)
REP EBT	$ 458,518	$ 202,300	$ 255,838
General and administrative	(86,588)	(81,345)	(73,569)
Warrant liability (loss) gain	(24,410)	58,320	(60,520)
Gain on acquisition of joint venture partner’s interest	27,088
Increase (reduction) in tax indemnity receivable			90
Loss on settlement of tax indemnity receivable			(74,095)
(Loss) gain on disposal of operating assets	(1,117)	29,073
Corporate other income, net	116,268	1,829	29,471
Corporate depreciation and amortization	(95,864)	(98,997)	(55,958)
Operating Expenses	824,511	680,153	497,314
Income (loss) before taxes	320,776	150,720	39,440
Corporate
Reconciliation of REP EBT to GAAP net income (loss)
Corporate interest expense, net	(52,460)	(52,995)	(30,819)
Corporate other income, net	6,241	1,409	27,098
Corporate depreciation and amortization	(6,496)	(6,042)	(4,583)
Operating Expenses	(137,742)	(51,580)	(216,398)
Operating Segments
Reconciliation of REP EBT to GAAP net income (loss)
REP EBT	$ 458,518	$ 202,300	$ 255,838

SEGMENTS (Reconciliation of Segment Revenue to Consolidated Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 278,546	$ 242,265	$ 273,514	$ 240,680	$ 229,393	$ 203,442	$ 209,163	$ 155,090	$ 1,035,005	$ 797,088	$ 634,565
Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues									1,035,005	797,088	634,565
Master Planned Communities \| Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues									253,304	229,865	363,295
Operating Assets \| Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues									295,165	259,306	186,290
Strategic Developments \| Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues									$ 486,536	$ 307,917	$ 84,980

SEGMENTS (Summary of Assets by Segment and Reconciliation of Segment Assets to Total Assets) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Reconciliation of total segment assets to total assets
Assets	$ 6,367,382	$ 5,721,582
Master Planned Communities
Additional information
Increase (decrease) in assets	39,900
Operating Assets
Additional information
Increase (decrease) in assets	258,800
Strategic Developments
Additional information
Increase (decrease) in assets	33,200
Operating Segments
Reconciliation of total segment assets to total assets
Assets	5,779,048	5,526,943
Operating Segments \| Master Planned Communities
Reconciliation of total segment assets to total assets
Assets	1,982,639	2,022,524
Operating Segments \| Operating Assets
Reconciliation of total segment assets to total assets
Assets	2,624,505	2,365,724
Operating Segments \| Strategic Developments
Reconciliation of total segment assets to total assets
Assets	1,171,904	1,138,695
Corporate
Reconciliation of total segment assets to total assets
Assets	588,334	$ 194,639
Additional information
Increase (decrease) in assets	$ 393,700

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Total revenues	$ 278,546	$ 242,265	$ 273,514	$ 240,680	$ 229,393	$ 203,442	$ 209,163	$ 155,090	$ 1,035,005	$ 797,088	$ 634,565
Operating income	59,372	784	73,636	192,970	40,191	36,544	25,572	16,457	326,762	118,764	166,722
Net income (loss)	43,595	7,996	6,970	143,765	25,881	156,212	50,585	(105,959)	202,326	126,719	(23,520)
Net income (loss) attributable to common stockholders	43,595	$ 7,973	$ 6,970	$ 143,765	$ 25,881	$ 156,224	$ 50,573	$ (105,959)	202,303	126,719	(23,531)
Equity in earnings from Real Estate and Other Affiliates	$ 3,200								$ 56,818	$ 3,721	$ 23,336
EARNINGS PER SHARE
Basic earnings (loss) per share: (in dollars per share)	$ 1.10	$ 0.20	$ 0.18	$ 3.64	$ 0.65	$ 3.96	$ 1.28	$ (2.68)	$ 5.12	$ 3.21	$ (0.60)
Diluted earnings (loss) per share: (in dollars per share)	$ 1.02	$ 0.19	$ 0.16	$ 2.69	$ 0.59	$ 0.76	$ 0.18	$ (2.68)	$ 4.73	$ 1.60	$ (0.60)
Weighted average shares outstanding:
Basic (in shares)	39,502	39,502	39,492	39,473	39,473	39,473	39,468	39,465	39,492	39,470	39,464
Diluted (in shares)	42,753	42,760	42,664	42,400	42,743	42,913	43,197	39,465	42,729	42,754	39,464

Schedule III - REAL ESTATE AND ACCUMLATED DEPRECIATION (Information by Property) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	$ 2,690,747
Initial Cost
Land	2,478,353
Buildings and Improvements	1,260,426
Costs Capitalized Subsequent to Acquisition
Land	(487,856)
Building and Improvements	1,728,917
Gross Amounts at Which Carried at Close of Period
Land	1,990,497
Building and Improvements	2,989,343
Total	4,979,840	$ 4,774,632	$ 4,116,556	$ 3,024,833
Accumulated Depreciation	(245,814)	(232,969)	$ (157,182)	$ (111,728)
Deferred Financing Costs	(11,934)	$ (12,392)
Aggregate cost of land, building and improvements for federal income tax purposes	4,000,000
Ae'o
Initial Cost
Land	9,795
Buildings and Improvements	85,046
Costs Capitalized Subsequent to Acquisition
Land	(9,795)
Building and Improvements	9,795
Gross Amounts at Which Carried at Close of Period
Building and Improvements	94,841
Total	94,841
HHC 2978 Self-Storage Woodlands, TX
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	3,708
Initial Cost
Land	878
Buildings and Improvements	6,802
Costs Capitalized Subsequent to Acquisition
Land	(878)
Building and Improvements	878
Gross Amounts at Which Carried at Close of Period
Building and Improvements	7,680
Total	7,680
HHC 242 Self-Storage Woodlands, TX
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	1,715
Initial Cost
Land	124
Buildings and Improvements	5,498
Costs Capitalized Subsequent to Acquisition
Land	(124)
Building and Improvements	124
Gross Amounts at Which Carried at Close of Period
Building and Improvements	5,622
Total	5,622
Allentowne
Initial Cost
Land	25,575
Costs Capitalized Subsequent to Acquisition
Land	(25,575)
Building and Improvements	25,491
Gross Amounts at Which Carried at Close of Period
Building and Improvements	25,491
Total	25,491
Anaha Condominiums
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	114,954
Initial Cost
Land	5,546
Buildings and Improvements	47,450
Costs Capitalized Subsequent to Acquisition
Land	(5,546)
Building and Improvements	5,546
Gross Amounts at Which Carried at Close of Period
Building and Improvements	52,996
Total	52,996
Bridgeland
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	65,000
Initial Cost
Land	257,222
Costs Capitalized Subsequent to Acquisition
Land	184,376
Building and Improvements	1,617
Gross Amounts at Which Carried at Close of Period
Land	441,598
Building and Improvements	1,617
Total	443,215
Accumulated Depreciation	(744)
Bridges at Mint Hill LLC
Costs Capitalized Subsequent to Acquisition
Building and Improvements	21,713
Gross Amounts at Which Carried at Close of Period
Building and Improvements	21,713
Total	21,713
Century Plaza
Initial Cost
Land	3,164
Buildings and Improvements	28,514
Costs Capitalized Subsequent to Acquisition
Land	(3,164)
Building and Improvements	(24,309)
Gross Amounts at Which Carried at Close of Period
Building and Improvements	4,205
Total	4,205
Circle T Ranch
Costs Capitalized Subsequent to Acquisition
Building and Improvements	96
Gross Amounts at Which Carried at Close of Period
Building and Improvements	96
Total	96
70 Columbia Corporate Center
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	100,000
Initial Cost
Land	24,685
Buildings and Improvements	94,824
Costs Capitalized Subsequent to Acquisition
Building and Improvements	12,212
Gross Amounts at Which Carried at Close of Period
Land	24,685
Building and Improvements	107,036
Total	131,721
Accumulated Depreciation	(8,188)
Columbia Offices
Initial Cost
Land	1,575
Buildings and Improvements	28,447
Costs Capitalized Subsequent to Acquisition
Building and Improvements	(7,115)
Gross Amounts at Which Carried at Close of Period
Land	1,575
Building and Improvements	21,332
Total	22,907
Accumulated Depreciation	(5,440)
Columbia Regional Building
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	22,188
Initial Cost
Buildings and Improvements	28,865
Costs Capitalized Subsequent to Acquisition
Building and Improvements	318
Gross Amounts at Which Carried at Close of Period
Building and Improvements	29,183
Total	29,183
Accumulated Depreciation	(2,775)
Cottonwood Mall
Initial Cost
Land	7,613
Buildings and Improvements	42,987
Costs Capitalized Subsequent to Acquisition
Land	(7,613)
Building and Improvements	(21,472)
Gross Amounts at Which Carried at Close of Period
Building and Improvements	21,515
Total	21,515
Cottonwood Square
Initial Cost
Land	1,558
Buildings and Improvements	4,339
Costs Capitalized Subsequent to Acquisition
Building and Improvements	957
Gross Amounts at Which Carried at Close of Period
Land	1,558
Building and Improvements	5,296
Total	6,854
Accumulated Depreciation	(2,061)
Creekside Park Village Center
Costs Capitalized Subsequent to Acquisition
Land	1,323
Building and Improvements	16,012
Gross Amounts at Which Carried at Close of Period
Land	1,323
Building and Improvements	16,012
Total	17,335
Accumulated Depreciation	(895)
Downtown Summerlin Las Vegas, NV
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	306,566
Costs Capitalized Subsequent to Acquisition
Land	30,855
Building and Improvements	380,237
Gross Amounts at Which Carried at Close of Period
Land	30,855
Building and Improvements	380,237
Total	411,092
Accumulated Depreciation	(26,622)
Embassy Suites at Hughes Landing Woodlands, TX
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	29,461
Initial Cost
Buildings and Improvements	6,752
Costs Capitalized Subsequent to Acquisition
Land	1,818
Building and Improvements	35,761
Gross Amounts at Which Carried at Close of Period
Land	1,818
Building and Improvements	42,513
Total	44,331
Accumulated Depreciation	(1,541)
Hughes Landing Retail
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	35,000
Costs Capitalized Subsequent to Acquisition
Land	5,184
Building and Improvements	32,562
Gross Amounts at Which Carried at Close of Period
Land	5,184
Building and Improvements	32,562
Total	37,746
Accumulated Depreciation	(1,694)
One Hughes Landing
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	52,000
Costs Capitalized Subsequent to Acquisition
Land	1,678
Building and Improvements	35,029
Gross Amounts at Which Carried at Close of Period
Land	1,678
Building and Improvements	35,029
Total	36,707
Accumulated Depreciation	(4,823)
Two Hughes Landing
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	48,000
Costs Capitalized Subsequent to Acquisition
Land	1,269
Building and Improvements	35,015
Gross Amounts at Which Carried at Close of Period
Land	1,269
Building and Improvements	35,015
Total	36,284
Accumulated Depreciation	(3,612)
Three Hughes Landing
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	35,053
Initial Cost
Buildings and Improvements	46,372
Costs Capitalized Subsequent to Acquisition
Land	2,626
Building and Improvements	13,370
Gross Amounts at Which Carried at Close of Period
Land	2,626
Building and Improvements	59,742
Total	62,368
Accumulated Depreciation	(147)
Hughes Landing Boulevard 1725
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	52,830
Initial Cost
Land	1,351
Buildings and Improvements	36,764
Costs Capitalized Subsequent to Acquisition
Building and Improvements	25,795
Gross Amounts at Which Carried at Close of Period
Land	1,351
Building and Improvements	62,559
Total	63,910
Accumulated Depreciation	(3,080)
Hughes Landing Boulevard 1735
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	52,818
Initial Cost
Land	3,709
Buildings and Improvements	123,846
Costs Capitalized Subsequent to Acquisition
Building and Improvements	(25,887)
Gross Amounts at Which Carried at Close of Period
Land	3,709
Building and Improvements	97,959
Total	101,668
Accumulated Depreciation	(5,052)
IBM Building
Initial Cost
Land	3,326
Buildings and Improvements	23,123
Costs Capitalized Subsequent to Acquisition
Building and Improvements	8,397
Gross Amounts at Which Carried at Close of Period
Land	3,326
Building and Improvements	31,520
Total	34,846
Accumulated Depreciation	(8,213)
Ke Kilohana
Initial Cost
Land	2,615
Buildings and Improvements	17,784
Costs Capitalized Subsequent to Acquisition
Land	(2,615)
Building and Improvements	2,615
Gross Amounts at Which Carried at Close of Period
Building and Improvements	20,399
Total	20,399
Kendall Town Center
Costs Capitalized Subsequent to Acquisition
Building and Improvements	19,521
Gross Amounts at Which Carried at Close of Period
Building and Improvements	19,521
Total	19,521
Kewalo Basin Harbor
Initial Cost
Buildings and Improvements	1,735
Costs Capitalized Subsequent to Acquisition
Building and Improvements	671
Gross Amounts at Which Carried at Close of Period
Building and Improvements	2,406
Total	2,406
1701 Lake Robbins
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	4,600
Initial Cost
Land	1,663
Buildings and Improvements	3,725
Costs Capitalized Subsequent to Acquisition
Building and Improvements	8
Gross Amounts at Which Carried at Close of Period
Land	1,663
Building and Improvements	3,733
Total	5,396
Accumulated Depreciation	(227)
Lake Woodlands Drive 2201
Initial Cost
Land	3,755
Costs Capitalized Subsequent to Acquisition
Building and Improvements	47
Gross Amounts at Which Carried at Close of Period
Land	3,755
Building and Improvements	47
Total	3,802
One Lakes Edge
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	68,874
Costs Capitalized Subsequent to Acquisition
Land	1,057
Building and Improvements	81,384
Gross Amounts at Which Carried at Close of Period
Land	1,057
Building and Improvements	81,384
Total	82,441
Accumulated Depreciation	(3,496)
Lakeland Village Center at Bridgeland Cypress, TX
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	9,979
Initial Cost
Buildings and Improvements	11,135
Costs Capitalized Subsequent to Acquisition
Land	2,404
Building and Improvements	1,554
Gross Amounts at Which Carried at Close of Period
Land	2,404
Building and Improvements	12,689
Total	15,093
Accumulated Depreciation	(16)
Lakemoor Volo Land
Initial Cost
Land	321
Costs Capitalized Subsequent to Acquisition
Land	(321)
Building and Improvements	321
Gross Amounts at Which Carried at Close of Period
Building and Improvements	321
Total	321
Landmark Mall
Initial Cost
Land	28,396
Buildings and Improvements	67,235
Costs Capitalized Subsequent to Acquisition
Land	(19,408)
Building and Improvements	(33,081)
Gross Amounts at Which Carried at Close of Period
Land	8,988
Building and Improvements	34,154
Total	43,142
Accumulated Depreciation	(12,754)
Maryland Communities
Initial Cost
Land	457,552
Costs Capitalized Subsequent to Acquisition
Land	(435,177)
Building and Improvements	197
Gross Amounts at Which Carried at Close of Period
Land	22,375
Building and Improvements	197
Total	22,572
Accumulated Depreciation	(143)
One Merriweather Columbia, MD
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	23,589
Initial Cost
Land	1,432
Buildings and Improvements	58,936
Costs Capitalized Subsequent to Acquisition
Land	(1,432)
Building and Improvements	88,863
Gross Amounts at Which Carried at Close of Period
Building and Improvements	147,799
Total	147,799
Millennium Waterway Apartments
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	55,584
Initial Cost
Land	15,917
Buildings and Improvements	56,002
Costs Capitalized Subsequent to Acquisition
Building and Improvements	471
Gross Amounts at Which Carried at Close of Period
Land	15,917
Building and Improvements	56,473
Total	72,390
Accumulated Depreciation	(10,580)
Millennium Six Pines Apartments Woodlands, TX
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	42,500
Initial Cost
Land	4,000
Costs Capitalized Subsequent to Acquisition
Land	7,225
Building and Improvements	54,492
Gross Amounts at Which Carried at Close of Period
Land	11,225
Building and Improvements	54,492
Total	65,717
Accumulated Depreciation	(834)
Two Merriweather Columbia, MD
Initial Cost
Land	1,019
Buildings and Improvements	4,931
Costs Capitalized Subsequent to Acquisition
Land	(1,019)
Building and Improvements	1,019
Gross Amounts at Which Carried at Close of Period
Building and Improvements	5,950
Total	5,950
9303 New Trails
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	12,378
Initial Cost
Land	1,929
Buildings and Improvements	11,915
Costs Capitalized Subsequent to Acquisition
Building and Improvements	2,076
Gross Amounts at Which Carried at Close of Period
Land	1,929
Building and Improvements	13,991
Total	15,920
Accumulated Depreciation	(2,582)
110 N Wacker
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	22,704
Initial Cost
Buildings and Improvements	29,035
Costs Capitalized Subsequent to Acquisition
Land	12,249
Building and Improvements	6,597
Gross Amounts at Which Carried at Close of Period
Land	12,249
Building and Improvements	35,632
Total	47,881
Accumulated Depreciation	(15,119)
One Mall North Columbia, MD
Initial Cost
Land	22,200
Costs Capitalized Subsequent to Acquisition
Land	(14,378)
Building and Improvements	13,016
Gross Amounts at Which Carried at Close of Period
Land	7,822
Building and Improvements	13,016
Total	20,838
Accumulated Depreciation	(31)
Outlet Collection at Elk Grove
Costs Capitalized Subsequent to Acquisition
Building and Improvements	13,759
Gross Amounts at Which Carried at Close of Period
Building and Improvements	13,759
Total	13,759
Accumulated Depreciation	(5)
Outlet Collection at Riverwalk
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	55,778
Initial Cost
Buildings and Improvements	94,513
Costs Capitalized Subsequent to Acquisition
Building and Improvements	562
Gross Amounts at Which Carried at Close of Period
Building and Improvements	95,075
Total	95,075
Accumulated Depreciation	(12,047)
Seaport Tin Building New York, NY
Initial Cost
Buildings and Improvements	8,290
Gross Amounts at Which Carried at Close of Period
Building and Improvements	8,290
Total	8,290
Seaport Mixed-Use New York, NY
Initial Cost
Buildings and Improvements	7,641
Gross Amounts at Which Carried at Close of Period
Building and Improvements	7,641
Total	7,641
85 South Street
Initial Cost
Land	15,913
Buildings and Improvements	8,137
Costs Capitalized Subsequent to Acquisition
Building and Improvements	468
Gross Amounts at Which Carried at Close of Period
Land	15,913
Building and Improvements	8,605
Total	24,518
Accumulated Depreciation	(1,370)
South Street Seaport
Initial Cost
Buildings and Improvements	7,884
Costs Capitalized Subsequent to Acquisition
Building and Improvements	369,868
Gross Amounts at Which Carried at Close of Period
Building and Improvements	377,752
Total	377,752
Accumulated Depreciation	(3,997)
Summerlin
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	40,438
Initial Cost
Land	990,179
Costs Capitalized Subsequent to Acquisition
Land	(107,635)
Building and Improvements	1,157
Gross Amounts at Which Carried at Close of Period
Land	882,544
Building and Improvements	1,157
Total	883,701
Accumulated Depreciation	(567)
3831 Technology Forest
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	22,383
Initial Cost
Land	514
Buildings and Improvements	14,194
Costs Capitalized Subsequent to Acquisition
Building and Improvements	1,703
Gross Amounts at Which Carried at Close of Period
Land	514
Building and Improvements	15,897
Total	16,411
Accumulated Depreciation	(1,645)
The Metropolitan Downtown Columbia Project
Costs Capitalized Subsequent to Acquisition
Building and Improvements	7
Gross Amounts at Which Carried at Close of Period
Building and Improvements	7
Total	7
Woodlands Properties
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	150,000
Initial Cost
Land	267,996
Buildings and Improvements	9,814
Costs Capitalized Subsequent to Acquisition
Land	(43,318)
Building and Improvements	7,685
Gross Amounts at Which Carried at Close of Period
Land	224,678
Building and Improvements	17,499
Total	242,177
Accumulated Depreciation	(2,513)
The Woodlands Hills
Initial Cost
Land	99,284
Costs Capitalized Subsequent to Acquisition
Land	3,738
Gross Amounts at Which Carried at Close of Period
Land	103,022
Total	103,022
Woodlands Parking Garages
Initial Cost
Land	5,857
Costs Capitalized Subsequent to Acquisition
Land	1,529
Building and Improvements	11,728
Gross Amounts at Which Carried at Close of Period
Land	7,386
Building and Improvements	11,728
Total	19,114
Accumulated Depreciation	(796)
The Woodlands Resort and Conference Center
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	70,000
Initial Cost
Land	13,258
Buildings and Improvements	37,983
Costs Capitalized Subsequent to Acquisition
Building and Improvements	75,193
Gross Amounts at Which Carried at Close of Period
Land	13,258
Building and Improvements	113,176
Total	126,434
Accumulated Depreciation	(11,737)
The Westin at the Woodlands Woodlands, TX
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	58,077
Initial Cost
Land	22,473
Costs Capitalized Subsequent to Acquisition
Land	(20,520)
Building and Improvements	88,136
Gross Amounts at Which Carried at Close of Period
Land	1,953
Building and Improvements	88,136
Total	90,089
Accumulated Depreciation	(2,330)
Waiea
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	45,892
Initial Cost
Buildings and Improvements	20,812
Costs Capitalized Subsequent to Acquisition
Building and Improvements	29,307
Gross Amounts at Which Carried at Close of Period
Building and Improvements	50,119
Total	50,119
Ward Gateway Towers
Initial Cost
Land	5,201
Buildings and Improvements	24,069
Costs Capitalized Subsequent to Acquisition
Land	(5,201)
Building and Improvements	5,200
Gross Amounts at Which Carried at Close of Period
Building and Improvements	29,269
Total	29,269
Ward Village
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	238,718
Initial Cost
Land	164,007
Buildings and Improvements	89,321
Costs Capitalized Subsequent to Acquisition
Land	(42,205)
Building and Improvements	171,851
Gross Amounts at Which Carried at Close of Period
Land	121,802
Building and Improvements	261,172
Total	382,974
Accumulated Depreciation	(50,568)
Waterway Garage Retail
Initial Cost
Land	1,342
Buildings and Improvements	4,255
Costs Capitalized Subsequent to Acquisition
Land	(1)
Building and Improvements	1,386
Gross Amounts at Which Carried at Close of Period
Land	1,341
Building and Improvements	5,641
Total	6,982
Accumulated Depreciation	(993)
3 Waterway Square
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	51,590
Initial Cost
Land	748
Costs Capitalized Subsequent to Acquisition
Building and Improvements	42,332
Gross Amounts at Which Carried at Close of Period
Land	748
Building and Improvements	42,332
Total	43,080
Accumulated Depreciation	(7,422)
4 Waterway Square
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	36,249
Initial Cost
Land	1,430
Buildings and Improvements	51,553
Costs Capitalized Subsequent to Acquisition
Building and Improvements	7,016
Gross Amounts at Which Carried at Close of Period
Land	1,430
Building and Improvements	58,569
Total	59,999
Accumulated Depreciation	(11,225)
20/25 Waterway Avenue
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	13,886
Initial Cost
Land	2,346
Buildings and Improvements	8,871
Costs Capitalized Subsequent to Acquisition
Building and Improvements	767
Gross Amounts at Which Carried at Close of Period
Land	2,346
Building and Improvements	9,638
Total	11,984
Accumulated Depreciation	(1,790)
West Windsor
Costs Capitalized Subsequent to Acquisition
Land	53
Building and Improvements	24,859
Gross Amounts at Which Carried at Close of Period
Land	53
Building and Improvements	24,859
Total	24,912
Woodloch Forest 1400
Costs Capitalized Subsequent to Acquisition
Land	1,570
Building and Improvements	14,085
Gross Amounts at Which Carried at Close of Period
Land	1,570
Building and Improvements	14,085
Total	15,655
Accumulated Depreciation	(3,609)
Corporate Segment
REAL ESTATE AND ACCUMULATED DEPRECIATION
Encumbrances	760,169
Initial Cost
Land	885
Buildings and Improvements	1,027
Costs Capitalized Subsequent to Acquisition
Land	(885)
Building and Improvements	39,935
Gross Amounts at Which Carried at Close of Period
Building and Improvements	40,962
Total	40,962
Accumulated Depreciation	$ (12,531)

Schedule III - REAL ESTATE AND ACCUMLATED DEPRECIATION (Reconciliation of Real Estate and Accumulated Depreciation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of Real Estate
Balance at beginning of year	$ 4,774,632	$ 4,116,556	$ 3,024,833
Change in land	(712,400)	(271,365)	(178,257)
Additions	(35,734)
Impairments	830,896	834,346	973,833
Dispositions and write-offs and land costs of sales	122,446	95,095	296,147
Balance at end of year	4,979,840	4,774,632	4,116,556
Reconciliation of Accumulated Depreciation
Balance at beginning of year	232,969	157,182	111,728
Depreciation expense	81,878	82,275	50,683
Dispositions and write-offs	(69,033)	(6,488)	(5,229)
Balance at end of year	$ 245,814	$ 232,969	$ 157,182
Building and Improvements \| Minimum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	10 years
Building and Improvements \| Maximum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	45 years
Equipment Tenant Improvements and Fixtures \| Minimum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	5 years
Equipment Tenant Improvements and Fixtures \| Maximum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	10 years
Computer, Hardware and Software and Vehicles \| Minimum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	3 years
Computer, Hardware and Software and Vehicles \| Maximum
REAL ESTATE AND ACCUMULATED DEPRECIATION
Estimated useful lives of assets	5 years