Howard Hughes (HHH) 10-Q 10 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 04, 2015
Document and Entity Information
Entity Registrant Name	Howard Hughes Corp
Entity Central Index Key	1,498,828
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		39,715,005
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Investment in real estate:
Master Planned Community assets	$ 1,648,729	$ 1,641,063
Land	319,194	317,211
Buildings and equipment	1,429,386	1,243,979
Less: accumulated depreciation	(192,886)	(157,182)
Developments	1,119,774	914,303
Net property and equipment	4,324,197	3,959,374
Investment in Real Estate Affiliates	55,959	53,686
Net investment in real estate	4,380,156	4,013,060
Cash and cash equivalents	488,629	560,451
Accounts receivable, net	36,122	28,190
Municipal Utility District receivables, net	124,828	104,394
Notes receivable, net	25,138	28,630
Deferred expenses, net	72,705	75,070
Prepaid expenses and other assets, net	278,251	310,136
Total assets	5,405,829	5,119,931
Liabilities:
Total mortgages, notes and loans payable	2,286,174	1,993,470
Deferred tax liabilities	67,610	62,205
Warrant liabilities	432,270	366,080
Uncertain tax position liability	4,765	4,653
Accounts payable and accrued expenses	437,998	466,017
Total liabilities	$ 3,228,817	$ 2,892,425
Commitments and Contingencies (see Note 14)
Equity:
Common stock: .01 par value; 150,000,000 shares authorized, 39,715,005 shares issued and outstanding as of June 30, 2015 and 39,638,094 shares issued and outstanding as of December 31, 2014	$ 398	$ 396
Additional paid-in capital	2,842,266	2,838,013
Accumulated deficit	(662,320)	(606,934)
Accumulated other comprehensive loss	(7,116)	(7,712)
Total stockholders' equity	2,173,228	2,223,763
Noncontrolling interests	3,784	3,743
Total equity	2,177,012	2,227,506
Total liabilities and equity	$ 5,405,829	$ 5,119,931

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	39,715,005	39,638,094
Common stock, shares outstanding	39,715,005	39,638,094

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues:
Master Planned Community land sales	$ 45,433	$ 153,164	$ 93,514	$ 200,835
Builder price participation	7,907	3,843	13,605	7,940
Minimum rents	36,989	22,189	72,183	42,549
Tenant recoveries	10,701	6,893	20,368	12,908
Condominium rights and unit sales	86,513	4,358	121,370	7,484
Resort and conference center revenues	11,481	9,622	23,484	19,048
Other land revenues	3,145	2,698	6,438	5,210
Other rental and property revenues	6,994	6,864	13,291	12,310
Total revenues	209,163	209,631	364,253	308,284
Expenses:
Master Planned Community cost of sales	24,236	42,719	48,132	65,797
Master Planned Community operations	11,963	11,389	21,946	20,650
Other property operating costs	19,634	16,600	37,779	30,405
Rental property real estate taxes	6,568	4,241	12,768	7,981
Rental property maintenance costs	2,900	2,174	5,644	4,089
Condominium rights and unit cost of sales	56,765	2,191	79,174	3,762
Resort and conference center operations	8,893	6,412	17,971	13,923
Provision for doubtful accounts	1,266	31	2,075	174
Demolition costs	1,496	3,435	1,613	5,951
Development-related marketing costs	5,594	5,299	11,837	9,522
General and administrative	19,606	17,497	38,569	34,379
Other income	(399)	(5,611)	(1,863)	(16,059)
Depreciation and amortization	25,069	11,473	46,579	21,982
Total expenses	183,591	117,850	322,224	202,556
Operating income	25,572	91,781	42,029	105,728
Interest income	271	18,625	407	20,813
Interest expense	(14,685)	(8,897)	(27,931)	(16,218)
Warrant liability gain (loss)	42,620	(67,370)	(66,190)	(163,810)
Reduction in tax indemnity receivable		(10,927)		(10,927)
Equity in earnings from Real Estate and Other Affiliates	1,081	6,587	2,869	12,655
Income (loss) before taxes	54,859	29,799	(48,816)	(51,759)
Provision for income taxes	4,274	44,532	6,558	49,305
Net income (loss)	50,585	(14,733)	(55,374)	(101,064)
Net income attributable to noncontrolling interests	(12)	(27)	(12)	(12)
Net income (loss) attributable to common stockholders	$ 50,573	$ (14,760)	$ (55,386)	$ (101,076)
Basic income (loss) per share: (in dollars per share)	$ 1.28	$ (0.37)	$ (1.40)	$ (2.56)
Diluted income (loss) per share: (in dollars per share)	$ 0.18	$ (0.37)	$ (1.40)	$ (2.56)

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Comprehensive income (loss), net of tax
Net income (loss)		$ 50,585	$ (14,733)	$ (55,374)	$ (101,064)
Other comprehensive income (loss):
Interest rate swaps	[1]	196	(81)	708	118
Capitalized swap interest	[2]	(53)	(44)	(112)	(177)
Other comprehensive income (loss)		143	(125)	596	(59)
Comprehensive income (loss)		50,728	(14,858)	(54,778)	(101,123)
Comprehensive income attributable to noncontrolling interests		(12)	(27)	(12)	(12)
Comprehensive income (loss) attributable to common stockholders		$ 50,716	$ (14,885)	$ (54,790)	$ (101,135)
[1]	Amount is shown net of deferred tax expense of $0.1 million and $0.6 million for the three and six months ended June 30, 2015, respectively. For the six months ended June 30, 2015 the higher deferred tax expense is due to the tax effect of the swap associated with the Ward Village loan resulting from the revocation of our REIT status. For the three and six months ended June 30, 2014, amounts are shown net of deferred tax benefit of zero and $0.1 million, respectively.
[2]	Net of deferred tax benefit of $0.1 million for the three and six months ended June 30, 2015, respectively. For the three and six months ended June 30, 2014, amounts shown net of deferred tax benefit of zero and $0.1 million, respectively.

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense (benefit)	$ 0.1	$ 0	$ 0.6	$ 0.1
Capitalized swap interest, deferred tax benefit	$ 0.1	$ 0	$ 0.1	$ 0.1

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2013	$ 396	$ 2,829,813	$ (583,403)	$ (8,222)	$ 6,562	$ 2,245,146
Balance (in shares) at Dec. 31, 2013	39,576,344
Increase (Decrease) in Stockholders' Equity
Net income (loss)			(101,076)		12	(101,064)
Preferred dividend payment on behalf of subsidiary					(12)	(12)
Interest rate swaps, net of tax $555 and $49 for the six months ended June 30, 2015 and 2014, respectively				118		118	[1]
Capitalized swap interest, net of tax of $41 and $100 for the six months ended June 30, 2015 and 2014, respectively				(177)		(177)	[2]
Stock plan activity		3,818				3,818
Stock plan activity (in shares)	61,750
Balance at Jun. 30, 2014	$ 396	2,833,631	(684,479)	(8,281)	6,562	2,147,829
Balance (in shares) at Jun. 30, 2014	39,638,094
Balance at Dec. 31, 2014	$ 396	2,838,013	(606,934)	(7,712)	3,743	2,227,506
Balance (in shares) at Dec. 31, 2014	39,638,094
Increase (Decrease) in Stockholders' Equity
Net income (loss)			(55,386)		12	(55,374)
Distribution to noncontrolling interest					29	29
Interest rate swaps, net of tax $555 and $49 for the six months ended June 30, 2015 and 2014, respectively				708		708	[1]
Capitalized swap interest, net of tax of $41 and $100 for the six months ended June 30, 2015 and 2014, respectively				(112)		(112)	[2]
Stock plan activity	$ 2	4,253				4,255
Stock plan activity (in shares)	76,911
Balance at Jun. 30, 2015	$ 398	$ 2,842,266	$ (662,320)	$ (7,116)	$ 3,784	$ 2,177,012
Balance (in shares) at Jun. 30, 2015	39,715,005
[1]	Amount is shown net of deferred tax expense of $0.1 million and $0.6 million for the three and six months ended June 30, 2015, respectively. For the six months ended June 30, 2015 the higher deferred tax expense is due to the tax effect of the swap associated with the Ward Village loan resulting from the revocation of our REIT status. For the three and six months ended June 30, 2014, amounts are shown net of deferred tax benefit of zero and $0.1 million, respectively.
[2]	Net of deferred tax benefit of $0.1 million for the three and six months ended June 30, 2015, respectively. For the three and six months ended June 30, 2014, amounts shown net of deferred tax benefit of zero and $0.1 million, respectively.

CONDENSED CONSOLIDATED STATEME8

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Interest rate swaps, tax	$ 555	$ 49
Capitalized swap interest, tax	$ 41	$ 100

CONDENSED CONSOLIDATED STATEME9

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash Flows from Operating Activities:
Net loss	$ (55,374)	$ (101,064)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation	37,155	19,580
Amortization	9,424	2,402
Amortization of deferred financing costs	3,192	1,649
Amortization of intangibles other than in-place leases	472	289
Straight-line rent amortization	(2,727)	(711)
Deferred income taxes	6,135	47,514
Restricted stock and stock option amortization	3,232	3,818
Gain on disposition of assets		(2,373)
Warrant liability loss	66,190	163,810
Reduction (increase) in tax indemnity receivable		10,927
Interest income related to tax indemnity		(20,246)
Equity in earnings from Real Estate and Other Affiliates, net of distributions	1,437	(10,423)
Provision for doubtful accounts	2,075	174
Master Planned Community land acquisitions	(1,928)	(67,284)
Master Planned Community development expenditures	(83,868)	(55,162)
Master Planned Community cost of sales	44,792	59,281
Condominium development expenditures	(79,500)	(17,821)
Condominium and other cost of sales	75,991	3,762
Percentage of completion revenue recognition from sale of condominium rights and units	(121,370)	(7,484)
Non-monetary consideration related to land transactions		(13,789)
Net changes:
Accounts and notes receivable	(1,115)	23,845
Prepaid expenses and other assets	15,520	1,177
Condominium deposits received	18,423	103,240
Deferred expenses	240	(22,052)
Accounts payable and accrued expenses	(11,030)	(5,740)
Condominium deposits held in escrow	(18,423)	(103,240)
Condominium deposits released from escrow	90,425
Other, net	(325)	(4,811)
Cash provided by (used in) operating activities	(957)	9,268
Cash Flows from Investing Activities:
Property and equipment expenditures	(3,863)	(4,517)
Operating property improvements	(4,401)	(1,707)
Property developments and redevelopments	(364,044)	(292,128)
Proceeds from insurance claims		6,227
Proceeds from dispositions		5,500
Investments in Real Estate and Other Affiliates, net	(501)	(2,117)
Change in restricted cash	(1,485)	(2,225)
Cash used in investing activities	(365,173)	(290,967)
Cash Flows from Financing Activities:
Proceeds from mortgages, notes and loans payable	310,822	164,051
Principal payments on mortgages, notes and loans payable	(14,900)	(33,581)
Deferred financing costs	(1,614)	(4,139)
Preferred dividend payment on behalf of REIT subsidiary		(12)
Cash provided by (used in) financing activities	294,308	126,319
Net change in cash and cash equivalents	(71,822)	(155,380)
Cash and cash equivalents at beginning of period	560,451	894,948
Cash and cash equivalents at end of period	488,629	739,568
Supplemental Disclosure of Cash Flow Information:
Interest paid	48,460	41,628
Interest capitalized	23,074	23,965
Income taxes paid	2,067	1,370
Non-Cash Transactions:
Special Improvement District bond transfers associated with land sales	3,340	6,516
property developments and redevelopments	(4,534)	$ 51,377
Accrued interest included in construction loan payable	1,359
MPC Land contributed to Real Estate Affiliate	15,234
Special Improvement District bond transfers to Real Estate Affliates	(1,518)
Capitalized stock compensation	1,262
KR Holdings LLC
Cash Flows from Investing Activities:
Investments in Real Estate and Other Affiliates, net	$ 9,121

BASIS OF PRESENTATION AND ORGAN

BASIS OF PRESENTATION AND ORGANIZATION	6 Months Ended
	Jun. 30, 2015
ORGANIZATION
BASIS OF PRESENTATION AND ORGANIZATION	NOTE 1   BASIS OF PRESENTATION AND ORGANIZATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as issued by the Securities and Exchange Commission (the “SEC”). Such Condensed Consolidated Financial Statements do not include all of the information and disclosures required by GAAP for complete financial statements. In addition, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) should refer to The Howard Hughes Corporation’s (“HHC” or the “Company”) audited Consolidated Financial Statements which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2014. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results for the full fiscal year. Management has evaluated for disclosure or recognition all material events occurring subsequent to the date of the Condensed Consolidated Financial Statements up to the date and time this Quarterly Report was filed.

RECENTLY ISSUED ACCOUNTING PRON

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jun. 30, 2015
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	NOTE 2   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The standard requires a retrospective application to reflect the period-specific effects of applying the new guidance. The Company will begin presenting the carrying value of debt facilities, net of the debt issuance costs, in the first quarter of 2016. The Company does not expect the adoption of this ASU to have a material impact on the Company’s Consolidated Financial Statements In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” This ASU affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The standard is effective for interim and annual periods beginning after December 15, 2015, and permits the use of a modified retrospective or retrospective approach. The Company does not expect the adoption of this ASU to have a material impact on the Company’s Consolidated Financial Statements. In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards as specified in the guidance. This ASU becomes effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a material impact on the Company’s Consolidated Financial Statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This ASU states that entities should recognize revenue to properly depict the transfer of negotiated goods or services to customers in an amount that properly reflects the agreed upon consideration which the entity expects to be exchanged. The standard is effective for interim and annual periods beginning after December 15, 2017 and permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements.

SPONSORS AND MANAGEMENT WARRANT

SPONSORS AND MANAGEMENT WARRANTS	6 Months Ended
	Jun. 30, 2015
SPONSORS AND MANAGEMENT WARRANTS
SPONSORS AND MANAGEMENT WARRANTS	NOTE 3   SPONSORS AND MANAGEMENT WARRANTS On November 9, 2010, we issued warrants to purchase 8.0 million shares of our common stock to certain of our sponsors (the “Sponsors Warrants”) with an estimated initial value of approximately $69.5 million. The initial exercise price for the warrants of $50.00 per share and the number of shares of common stock underlying each warrant are subject to adjustment for future stock dividends, splits or reverse splits of our common stock or certain other events. In 2012, a sponsor exercised 1,525,272 shares, and we purchased 4,558,061 Sponsor Warrants from certain sponsors for a net cash amount of $80.5 million. As a result of these transactions, $108.6 million of additional paid ‑in-capital was recorded in our financial statements in the year ended December 31, 2012. The Sponsors Warrants expire on November 9, 2017. In November 2010 and February 2011, we entered into certain agreements (the “Management Warrants”) with David R. Weinreb, our Chief Executive Officer, Grant Herlitz, our President, and Andrew C. Richardson, our Chief Financial Officer, in each case prior to his appointment to such position to purchase shares of our common stock. The Management Warrants represent 2,862,687 underlying shares, which may be adjusted pursuant to a net settlement option, were issued pursuant to such agreements at fair value in exchange for a combined total of approximately $19.0 million in cash from such executives at the commencement of their respective employment. Mr. Weinreb and Mr. Herlitz’s warrants have exercise prices of $42.23 per share and Mr. Richardson’s warrants have an exercise price of $54.50 per share. Generally, the Management Warrants become exercisable in November 2016 and expire in February 2018. As of June 30, 2015, the estimated $181.1 million fair value for the Sponsors Warrants representing warrants to purchase 1,916,667 shares and the estimated $ 251.2 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares have been recorded as liabilities because the holders of these warrants could require us to settle such warrants in cash upon a change of control. The estimated fair values for the outstanding Sponsors Warrants and Management Warrants were $157.1 million and $209.0 million, respectively, as of December 31, 2014 . The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data, as further discussed in Note 6 – Fair Value of Financial Instruments . Decreases and increases in the fair value of the Sponsors Warrants and the Management Warrants are recognized as either warrant liability gains or losses, respectively, in the Consolidated Statements of Operations.

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Jun. 30, 2015
EARNINGS PER SHARE
EARNINGS PER SHARE	NOTE 4   EARNINGS PER SHARE Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted ‑average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of options and nonvested stock issued under stock ‑based compensation plans is computed using the “treasury stock” method. The dilutive effect of the Sponsors Warrants and Management Warrants is computed using the if ‑converted method. Gains associated with the changes in the fair value of the Sponsors Warrants and Management Warrants are excluded from the numerator in computing diluted earnings per share because inclusion of such gains in the computation would be anti ‑dilutive. Information related to our EPS calculations is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands, except per share amounts) (In thousands, except per share amounts) Basic EPS: Numerator: Net income (loss) $ $ $ $ Net income attributable to noncontrolling interests Net income (loss) attributable to common stockholders $ $ $ $ Denominator: Weighted average basic common shares outstanding Diluted EPS: Numerator: Net income (loss) attributable to common stockholders $ $ $ $ Less: Warrant liability gain — — — Adjusted net income (loss) attributable to common stockholders $ $ $ $ Denominator: Weighted average basic common shares outstanding Restricted stock and stock options — — — Warrants — — — Weighted average diluted common shares outstanding Basic income (loss) per share: $ $ $ $ Diluted income (loss) per share: $ $ $ $ The diluted EPS computation for the three months ended June 30, 2015 excludes 125,769 stock options. The diluted EPS computation for the six months ended June 30, 2015 excludes 1,048,7 50 stock options, 242,055 shares of restricted stock , 1,916,667 shares of common stock underlying the Sponsors Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti-dilutive. The diluted EPS computations for the three and six months ended June 30, 2014 excludes 1,040,240 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. All such amounts are excluded from the respective diluted EPS computations because their inclusion would have been anti-dilutive.

IMPAIRMENT

IMPAIRMENT	6 Months Ended
	Jun. 30, 2015
IMPAIRMENT
IMPAIRMENT	NOTE 5   IMPAIRMENT We review our real estate assets, including operating assets, land held for development and sale and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. GAAP requires that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment charge should be recorded to write down the carrying amount of such asset to fair value (or for land and properties held for sale, fair value less cost to sell). The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above or below market rate of return. Our investment in each of the Real Estate and Other Affiliates is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other-than-temporary. If the decrease in value of our investment in a Real Estate and Other Affiliate is deemed to be other-than-temporary, our investment in such Real Estate and Other Affiliate is reduced to its estimated fair value. No impairment charges were recorded during the six months ended June 30, 2015 or 2014. We continually evaluate our strategic alternatives with respect to each of our properties and may revise our strategy from time to time, including our intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, we may decide to sell property that is held for use and the sale price may be less than the carrying amount. As a result, these changes in strategy could result in impairment charges in future periods.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2015
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 6   FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents, for each of the fair value hierarchy levels required under FASB Accounting Standards (“ASC”) 820 Fair Value Measurement , our assets and liabilities that are measured at fair value on a recurring basis. June 30, 2015 December 31, 2014 Fair Value Measurements Using Fair Value Measurements Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In thousands) (In thousands) Assets: Cash equivalents $ $ $ — $ — $ $ $ — $ — Liabilities: Warrants — — — — Interest rate swaps — — — — Cash equivalents consist of registered money market mutual fund s which invest in United States treasury securities that are valued at the net asset value of the underlying shares in the funds as of the close of business at the end of each period. The fair value approximates carrying value. The valuation of warrants is based on an option pricing valuation model. The inputs to the model include the fair value of stock related to the warrants, exercise price of the warrants, term, expected volatility, risk-free interest rate and dividend yield and, with respect to the Management Warrants, a discount for lack of marketability. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves. The following table presents a reconciliation of the beginning and ending balances of the fair value measurements of our Sponsors and Management Warrants using significant unobservable inputs (Level 3): 2015 2014 (In thousands) Balance as of January 1 $ $ Warrant liability loss (a) Balance as of June 30 $ $ (a) All losses during 2015 and 2014 were unrealized. The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data. Changes in the fair values of the Sponsors Warrants and the Management Warrants are recognized in earnings as a warrant liability gain or loss. The significant unobservable inputs used in the fair value measurement of our warrants designated as Level 3 as of June 30, 2015 are as follows: Unobservable Inputs Fair Value Valuation Technique Expected Volatility (a) Marketability Discount (b) (In thousands) Warrants $ Option Pricing Valuation Model 24.1% 14.0% - 16.0% (a) Based on our implied equity volatility. (b) Represents the discount rate for lack of marketability of the Management Warrants. The discount rates ranged from 18.0% - 20.0% at December 31, 2014. Generally, a n increase in expected volatility would increase the fair value of the liability, while a decrease in expected volatility would decrease the fair value of the liabilit y, and t he 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 estimated fair values of our financial instruments that are not measured at fair value on a recurring basis are as follows: June 30, 2015 December 31, 2014 Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets: (In thousands) Cash and cash equivalents Level 1 $ $ $ $ Notes receivable, net (a) Level 3 Liabilities: Fixed-rate debt Level 2 $ $ $ $ Variable-rate debt Level 2 Total mortgages, notes and loans payable $ $ $ $ (a) Notes receivable is shown net of an allowance of $0.3 million as of June 30, 2015 and $0.5 million as of December 31, 2014. 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), was estimated based on a discounted future cash payment model, which includes risk premiums and a risk free rate derived from the current London Interbank Offered Rate (“LIBOR”) or U.S. Treasury obligation interest rates. The discount rates reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The fair values of our Senior Notes, included in fixed rate debt in the table above, are based upon the last trade price closest to the end of the period presented. The carrying amounts for our variable-rate debt approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities. The carrying amounts of cash and cash equivalents and accounts receivable approximate fair value because of the short ‑term maturity of these instruments.

REAL ESTATE AND OTHER AFFILIATE

REAL ESTATE AND OTHER AFFILIATES	6 Months Ended
	Jun. 30, 2015
REAL ESTATE AND OTHER AFFILIATES
REAL ESTATE AND OTHER AFFILIATES	NOTE 7   REAL ESTATE AND OTHER AFFILIATES In the ordinary course of business, we enter into partnerships or joint ventures primarily for the development and operations of real estate assets that are referred to as “Real Estate Affiliates”. These partnerships or joint ventures are accounted for in accordance with FASB ASC 810 Consolidation . In accordance with ASC 810, we assess our joint ventures at inception to determine if any meet the qualifications of a variable interest entity (“VIE”). We consider a partnership or joint venture a VIE if: (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity); or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, we reassess our initial determination of whether the partnership or joint venture is a VIE. We perform a qualitative assessment of each VIE to determine if we are the primary beneficiary, as required by ASC 810. Under ASC 810, a company concludes that it is the primary beneficiary and consolidates the VIE if the company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the company is the primary beneficiary. As required by ASC 810, management’s assessment of whether the company is the primary beneficiary of a VIE is continuously performed. We account for investments in joint ventures deemed to be VIEs for which we are not considered to be the primary beneficiary but have significant influence, using the equity method, and investments in joint ventures where we do not have significant influence over the joint venture’s operations and financial policies, using the cost method. Generally, the operating agreements with respect to our Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. Our investment in real estate and other affiliates that are reported on the equity and cost methods are as follows: Economic/Legal Ownership Carrying Value Share of Earnings/Dividends June 30, December 31, June 30, December 31, Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 2015 2014 2015 2014 (In percentages) (In thousands) (In thousands) Equity Method Investments Master Planned Communities: Discovery Land N/A N/A $ $ — $ — $ — $ — $ — Operating Assets: Millennium Woodlands Phase II, LLC (a) (b) % % — Stewart Title % % Summerlin Las Vegas Baseball Club, LLC (b) % % The Metropolitan Downtown Columbia (c) % % Woodlands Sarofim % % Strategic Developments: Circle T Ranch and Power Center % % — — — — HHMK Development (b) % % KR Holdings (b) % % Parcel C (b) % % — — — — Summerlin Apartments, LLC (b) % % — — — — — Cost basis investments — — Investment in Real Estate and Other Affiliates $ $ $ $ $ $ N/A – Not Applicable (a) Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter of 2014. (b) Equity method variable interest entities. (c) The Metropolitan Downtown Columbia was placed into service in the first quarter 2015. We are not the primary beneficiary of any of the equity method variable interest entities listed above because we do not have the power to direct activities that most significantly impact the economic performance of such joint ventures; therefore, we report our interests on the equity method. Our maximum exposure to loss as a result of these investments is limited to the aggregate carrying value of the investment as we have not provided any guarantees or otherwise made firm commitments to fund amounts on behalf of these VIEs. The aggregate carrying value of the unconsolidated VIEs was $20.2 million and $29.5 million as of June 30, 2015 and December 31, 2014 , respectively, and was classified as Investments in Real Estate and Other Affiliates in the Consolidated Balance Sheets. As of June 30, 2015 , approximately $100.1 million of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our share was approximately $60.1 million based upon our economic ownership. All of this indebtedness is non-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 June 30, 201 5 , the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $21.3 million and $0.9 million, respectively. As of December 31, 2014 , the carrying values of the assets and liabilities associated with operations of the consolidated VIE were $21.1 million and $0.6 million, respectively. The assets of the VIE are restricted for use only by the particular VIE and are not available for our general operations. Our recent and more significant investments in Real Estate Affiliates and the related accounting considerations are described below. Discovery Land During the first quarter 2015, our joint venture with Discovery Land Company (“Discovery Land”) was formed, and we contributed land with a book basis of $13.4 million and transferred SID bonds related to such land with a carrying value of $1.3 million to the joint venture at the agreed upon value of $226,000 per acre, or $125.4 million. At the time of our contribution, we determined that the entity did not meet the criterion of a VIE. Because our partner has substantive participation rights we do not control the joint venture, and we account for it using the equity method. Discovery Land is required to fund up to a maximum of $30.0 million cash as their capital contribution and we have no further capital obligations. After receipt of our capital contribution and a 5.0% preferred return, Discovery Land is entitled to all remaining cash distributed by the joint venture until two times its equity contribution has been repaid. Any further cash distributions are shared 50/50. Discovery Land is the manager on the project, and development began in the second quarter 2015 with the first lot closings expected to begin by the end of 2015. ONE Ala Moana Condominium Project KR Holdings is a 50/50 joint venture that was formed to develop a 206 -unit luxury condominium tower at the One Ala Moana Center in Honolulu, Hawaii. The venture substantially completed construction in the fourth quarter 2014 and closed on the sale of 201 out of 206 total units. The venture used the percentage of completion method to recognize earnings. All remaining units available for sale were sold and closed during the six months ended June 30, 2015. Millennium Woodlands Phase II, LLC On May 14, 2012, we entered into a joint venture, Millennium Woodlands Phase II, LLC (“Millennium Phase II”), with The Dinerstein Companies, for the construction of a new 314 -unit Class A multi ‑family complex in The Woodlands Town Center. Our partner is the managing member of Millennium Phase II. As the managing member, our partner controls, directs, manages and administers the affairs of Millennium Phase II. On July 5, 2012, Millennium Phase II was capitalized by our contribution of 4.8 acres of land valued at $15.5 million, our partner’s contribution of $3.0 million in cash and a construction loan in the amount of $37.7 million which is guaranteed by our partner. The development of Millennium Phase II further expands our multi ‑family portfolio in The Woodlands Town Center. During 2014, the joint venture completed construction, was placed in service and transferred into the Operating Assets segment. Parcel C On October 4, 2013, we entered into a joint venture agreement with a local developer, Kettler, Inc. (“Kettler”), to construct a 437 - unit, Class A apartment building with 31,000 square feet of ground floor retail on Parcel C in downtown Columbia, Maryland. We contributed approximately five acres of land having an approximate book value of $4.0 million to the joint venture. Our land was valued at $23.4 million or $53,500 per constructed unit. When the venture closes on the construction loan and upon completion of certain other conditions, including obtaining completed site development and construction plans and an approved project budget, our partner will be required to contribute cash to the venture. Summerlin Apartments, LLC On January 24, 2014, we entered into a joint venture with a national multi-family real estate developer, The Calida Group (“Calida”), to construct, own and operate a 124 -unit gated luxury apartment development in Summerlin, Nevada. We, and our partner, each own 50% of the venture, and unanimous consent of the partners is required for all major decisions. This project represents the first residential development in Summerlin’s 400 -acre downtown. In the first quarter 2015, we contributed a 4.5 -acre parcel of land with an agreed value of $3.2 million in exchange for a 50% interest in the venture. Our partner contributed $3.2 million of cash for their 50% interest, acts as the development manager, funded all pre-development activities, obtained construction financing in the first quarter 2015 and provided guarantees required by the lender. Upon a sale of the property, we are entitled to 50% of the proceeds up to, and 100% of the proceeds in excess of, an amount determined by applying a 7.0% capitalization rate to net operating income (“NOI”). The venture commenced construction in February 2015 with the first units expected to become available for rent by second quarter 2016. Summerlin Las Vegas Baseball Club, LLC On August 6, 2012, we entered into a joint venture for the purpose of acquiring 100% of the operating assets of the Las Vegas 51s, a Triple ‑A baseball team, which is a member of the Pacific Coast League. We own 50% of the venture and our partners jointly own the remaining 50% . Unanimous consent of the partners is required for all major decisions. As of the date the joint venture acquired the baseball team, we had funded our capital contribution of $10.5 million. Our strategy in owning an interest is to pursue a potential relocation of the team to a to ‑be ‑built stadium in our Summerlin master planned community. Efforts to relocate the team are ongoing and there can be no assurance that such a stadium will ultimately be built. The Metropolitan Downtown Columbia Project On October 27, 2011, we entered into a joint venture, Parcel D Development, LLC (“Parcel D”), with Kettler to construct a 380 -unit Class A apartment building with ground floor retail space in downtown Columbia, Maryland. We, and our partner, each own 50% of the venture, and unanimous consent of the partners is required for all major decisions. On July 11, 2013, the joint venture closed a $64.1 million construction loan, which is non ‑recourse to us, and $56.2 million is outstanding as of June 30, 2015. The loan bears interest at one-month LIBOR plus 2.40% and matures in July 2020. At loan closing, our land contribution was valued at $53,500 per unit, or $20.3 million, and Kettler contributed $13.3 million in cash, of which $7.0 million was distributed to us. Both we and Kettler made additional contributions of $3.1 million to the joint venture in accordance with the loan agreement, thus increasing our total capital account to $16.4 million. The venture substantially completed construction of The Metropolitan Downtown Columbia Project during the first quarter of 2015 and the property was reclassified into our Operating Assets segment.

MORTGAGES, NOTES AND LOANS PAYA

MORTGAGES, NOTES AND LOANS PAYABLE	6 Months Ended
	Jun. 30, 2015
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: June 30, December 31, 2015 2014 (In thousands) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ $ Special Improvement District bonds Variable-rate debt: Collateralized mortgages, notes and loans payable (a) Total mortgages, notes and loans payable $ $ (a) As more fully described below, $212.0 million of variable ‑rate debt has been swapped to a fixed rate for the term of the related debt. The following table presents our mortgages, notes, and loans payable by property: Maximum Carrying Value Interest Facility June 30, December 31, $ In thousands Maturity (a) Rate Amount 2015 2014 Master Planned Communities Bridgeland Land Loan June 2022 % $ $ Bridgeland Development Loan July 2016 % $ Summerlin South SID Bonds - S108 December 2016 % Summerlin South SID Bonds - S124 December 2019 % Summerlin South SID Bonds - S128 December 2020 % Summerlin South SID Bonds - S128C December 2030 % Summerlin South SID Bonds - S132 December 2020 % Summerlin South SID Bonds - S151 June 2025 % Summerlin West SID Bonds - S808/S810 April 2031 % The Woodlands Master Credit Facility (c) August 2018 % (b) Master Planned Communities Total Operating Assets 10-60 Columbia Corporate Centers (d) May 2022 % (b) — 70 Columbia Corporate Center July 2019 % (b) Columbia Regional Building March 2018 % (b) Downtown Summerlin July 2019 % (b) Downtown Summerlin SID Bonds - S108 December 2016 % Downtown Summerlin SID Bonds - S128 December 2030 % One Hughes Landing December 2029 % Two Hughes Landing September 2018 % (b) Hughes Landing Retail December 2018 % (b) 1701 Lake Robbins April 2017 % Millennium Waterway Apartments June 2022 % 110 N. Wacker October 2019 % (e) 9303 New Trails December 2023 % One Lake's Edge November 2018 % (b) Outlet Collection at Riverwalk October 2018 % (b) 3831 Technology Forest Drive March 2026 % — The Woodlands Resort & Conference Center February 2019 % (b) Ward Village (f) September 2016 % (b) 20/25 Waterway Avenue May 2022 % 3 Waterway Square August 2028 % 4 Waterway Square December 2023 % Capital lease obligations various % Operating Assets Total Strategic Developments 1725-35 Hughes Landing Boulevard June 2019 % (b) Lakeland Village Center May 2020 % (b) — — Three Hughes Landing December 2019 % (b) — Hughes Landing Hotel October 2020 % (b) — Waiea and Anaha Condominiums November 2019 % (b) — Waterway Square Hotel August 2019 % (b) — Strategic Developments Total Other Corporate Financing Arrangements June 2018 % Senior Notes October 2021 % Unamortized underwriting fees $ $ (a) Maturity date includes any extension periods that can be exercised at our option and are subject to customary extension terms. (b) The interest rate presented is based on the one month LIBOR rate, as applicable, which was 0.19% a t June 30, 2015. (c) The Woodlands Credit Facility was amended and restated on July 31, 2015. (d) $ 40.0 million of the outstanding principal balance is swapped to a 3.41% fixed rate maturity. (e) The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity. (f) $143.0 million of the outstanding principal balance is swapped to a 3.81% fixed rate maturity. The weighted average interest rate on our mortgages, notes and loans payable, inclusi ve of interest rate hedges, was 4.43% and 4.61% as of June 30, 2015 and December 31, 2014, respectively. All of the mortgage debt is secured by the individual properties as listed in the table above and is non-recourse to HHC, except for: (i) $750.0 million of Senior Notes; (ii) $311.8 million financing for the Downtown Summerlin development which has an initial maximum recourse of 35.0% of the outstanding balance, which will reduce to 15.0% upon completion of the project and achievement of a 1.15 :1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25 :1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot; (iii) $64.4 million of construction financing for the Outlet Collection at Riverwalk with an initial maximum recourse of 50% of the outstanding balance, which will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for twelve months; (iv) $20.4 million of Other Corporate Financing Arrangements; and (v) $7.0 million parent guarantee associated with the 110 N. Wacker mortgage. The Woodlands Master Credit Facility and The Woodlands Resort & Conference Center loans are recourse to the entities that directly own The Woodlands operations. Certain of our loans contain provisions which grant the lender a security interest in the operating cash flow of the property that represents the collateral for the loan. Certain mortgage notes may be prepaid, but may be subject to a prepayment penalty equal to a yield-maintenance premium, defe asance, or a percentage of the loan balance. As of June 30, 2015, land, buildings and equipment and developments with a cost basis of $2.5 billion have been pledged as collateral for our mortgages, notes and loans payable. As of June 30, 2015 , we were in compliance with all of the financial covenants related to our debt agreements. Master Planned Communities The Woodlands Master Credit Facility was amended and restated on July 31, 2015 to a $200.0 million maximum facility amount consisting of a $100.0 million term loan and a $100.0 million revolver (together, the “TWL Facility”). The TWL Facility bears interest at one-month LIBOR plus 2.75% and has an August 2016 initial maturity date with two , one –year extension options. The extension options require a reduction of the total commitment to $175.0 million for the first extension and semi-annual principal payments of $25.0 million during the second extension period . The TWL Facility also contains certain covenants that, among other things, require the maintenance of specified financial ratios, limit the incurrence of additional recourse indebtedness at The Woodlands, and limit distributions from The Woodlands to us based on a loan ‑to ‑value test. The amendment also modified certain covenants to allow for more construction loan guarantees by the entities that directly own The Woodlands than would otherwise have been permitted by the prior facility. As of June 30, 2015, there is no undrawn availability based on the collateral value underlying the facility. The Bridgeland Land Loan bears a fixed interest rate of 5.50% for the first five years and three-month LIBOR plus 2.75% for the remaining term and matures in June 2022. Annual principal payments are required in the amount of 5.00% of the then outstanding principal balance. In addition, Bridgeland has a revolving credit facility with aggregate maximum borrowing capacity of $140.0 million, of which $130.3 million has been utilized as of June 30, 2015, and which has a $30.0 million maximum outstanding loan amount at any time. The revolving loan bears interest at the greater of 5.00% or one-month LIBOR plus 3.25% . In June 2015, we obtained a one -year extension for the revolver, which now matures on July 15 , 2016. We expect to refinance this loan prior to its maturity. This loan is intended to provide working capital at Bridgeland to accelerate development efforts to meet the demand of homebuilders for finished lots in the community. The Bridgeland loans are cross ‑collateralized and cross ‑defaulted and the Bridgeland Master Planned Community serves as collateral for the loans. The loans also require that Bridgeland maintain a minimum $3.0 million cash balance and a minimum net worth of $250.0 million. Additionally, we are restricted from making cash distributions from Bridgeland unless the revolving credit facility has no outstanding balance and one year of real estate taxes and debt service on the term loan have been escrowed with the lender. Operating Assets On May 6, 2015, we closed on an $80.0 million non-recourse mortgage financing for the 10-60 Columbia Corporate Center office buildings. The loan bears interest at LIBOR plus 1.75% and has an initial maturity date of May 6, 2020, with two , one -year extension options. On March 25, 2015, we closed on a $23.0 million non-recourse mortgage financing for 3831 Technology Forest Drive. The loan bears fixed interest at 4.50% and matures on March 24, 2026. Corporate The $750.0 million in aggregate principal amount of 6.875% Senior Notes matures in 2021 (the “Senior Notes”). Interest is payable semiannually, on April 1 and October 1 of each year starting in April 2014. At any time prior to October 1, 2016, we may redeem up to 35% of the Senior Notes at a price equal to 106.875% using the proceeds from equity offerings. We may redeem all or part of the Senior Notes at any time on or after October 1, 2016 with a declining call premium thereafter to maturity. The Senior Notes contain customary terms and covenants for non ‑investment grade senior notes and have no maintenance covenants.

DERIVATIVE INSTRUMENTS AND HEDG

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	6 Months Ended
	Jun. 30, 2015
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	NOTE 9   DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to interest rate risk related to our variable interest rate debt, and we manage this risk by utilizing interest rate derivatives. Our objectives in using interest rate derivatives are to add stability to interest costs by reducing our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company’s fixed ‑rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up ‑front premium. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the six months ended June 30, 2015 , the ineffective portion recorded in earnings was insignificant. As of June 30, 2015, we had gross notional amounts of $211.4 m illion for interest rate swaps and a $100.0 million interest rate cap that were designated as cash flow hedges of interest rate risk. The fair value of the interest rate cap derivative was insignificant. If the interest rate swap agreements are terminated prior to their maturity, the amounts previously recorded in AOCI are recognized into earnings over the period that the hedged transaction impacts earnings. If the hedging relationship is discontinued because it is probable that the forecasted transaction will not occur according to the original strategy, any related amounts previously recorded in AOCI are recognized in earnings immediately. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable ‑rate debt. Over the next 12 months, we estimate that an additional $2. 5 million will be reclassified to interest expense. The table below presents the fair value of our derivative financial instruments, which are included in accounts payable and accrued liabilities in the Consolidated Balance Sheets: June 30, December 31, 2015 2014 (In thousands) Interest Rate Swaps $ $ The table below presents the effect of our derivative financial instruments on the Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Three Months Ended June 30, 2015 2014 Location of Loss 2015 2014 Cash Flow Hedges Amount of Loss Recognized in OCI Amount of Loss Recognized in OCI Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings (In thousands) (In thousands) Interest Rate Swaps $ $ Interest Expense $ $ Six Months Ended June 30, Six Months Ended June 30, 2015 2014 Location of Loss 2015 2014 Cash Flow Hedges Amount of Loss Recognized in OCI Amount of Loss Recognized in OCI Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings (In thousands) (In thousands) Interest Rate Swaps $ $ Interest Expense $ $

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2015
INCOME TAXES
INCOME TAXES	NOTE 10   INCOME TAXES Two of our subsidiaries are involved in a dispute with the IRS relating to years in which those subsidiaries were owned by General Growth Properties (“GGP”), and in connection therewith, GGP provided us with an indemnity against certain potential tax liabilities. Pursuant to the Tax Matters Agreement with GGP, GGP had indemnified us from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which we become subject (the “Tax Indemnity”), in each case solely to the extent directly attributable to certain taxes related to sales of certain assets in our Master Planned Communities segment prior to March 31, 2010 (“MPC Taxes”), in an amount up to $303.8 million, plus interest and penalties related to these amounts (the “Indemnity Cap”) so long as GGP controlled the action in the United States Tax Court (the “Tax Court”) related to the dispute with the IRS. On May 6, 2011, GGP filed Tax Court petitions on behalf of the two former REIT subsidiaries of GGP seeking a redetermination of federal income tax for the years 2007 and 2008. The petitions sought to overturn determinations by the IRS that the taxpayers were liable for combined deficiencies totaling $144.1 million. The case was heard by the Tax Court in November 2012 and filed its ruling in favor of the IRS on June 2, 2014. In December 2014, we entered into a tax indemnity and mutual release agreement with GGP (the “Settlement Agreement”) pursuant to which, in consideration of the full satisfaction of GGP’s obligation for reimbursement of taxes and interest related to certain assets in our Master Planned Communities segment prior to March 31, 2010, GGP (i) made a cash payment to us in the amount of $138.0 million and (ii) conveyed to us fee simple interest in six office properties and related parking garages located in Columbia, Maryland, known as 10-60 Columbia Corporate Center, for an agreed upon total value of $130.0 million. Under the Settlement Agreement, the Company now controls the right to decide whether to appeal the decision rendered by the Tax Court. On December 15, 2014, the Company paid the MPC Taxes and filed an appeal of the decision to the Fifth Circuit Court of Appeals. The appeal seeks to overturn the lower court decision and allow the Company to continue to use its current method of tax accounting for the sale of assets in the Company’s Master Planned Communities Segment. If the decision stands, we may be required to change our method of tax accounting for certain transactions, which could affect the timing of our future tax payments. The appellate court has tentatively scheduled this case for oral arguments during the week beginning August 31, 2015. Unrecognized tax benefits pursuant to uncertain tax positions wer e $184.2 mil lion as of June 30, 2015 and December 31, 2014, none of which would impact our effective tax rate. This amount is not reduced for either amounts reclassified under ASU 2013-11, or payments made to the IRS pursuant to the appeal filed with the Fifth Circuit Court of Appeals. A significant amount of the unrecognized tax benefits is related to the appeal of the Tax Court decision, which is expected to be resolved within the next 12 months. We have significant permanent differences, primarily from warrant liability gains and losses, interest income on the tax indemnity receivable and changes in valuation allowances that cause our effective tax rate to deviate from statutory rates. The effective tax rates based upon actual operating results were 7.8% and (13.4)% for the three and six months ended June 30, 2015 compared to 149.6% and (95.2)% for the three and six months ended June 30, 2014. The changes in the tax rates were primarily attributable to changes in the warrant liability, valuation allowance and unrecognized tax benefits. We file a consolidated corporate tax return which, through December 31, 2014, includes all of our subsidiaries with the exception of Victoria Ward, Limited (“Ward”). Ward elected to be taxed as a REIT commencing with the taxable year beginning January 1, 2002 and ending with the taxable year ending December 31, 2014. Beginning on January 1, 2015, Ward will be included in our consolidated tax return.

STOCK-BASED PLANS

STOCK-BASED PLANS	6 Months Ended
	Jun. 30, 2015
STOCK-BASED PLANS
STOCK-BASED PLANS	NOTE 11   STOCK BASED PLANS Our stock based plans are described, and informational disclosures are provided, in the Notes to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2014. Stock Options The following table summarizes our stock option plan: Stock Options Weighted Average Exercise Price Stock Options outstanding at January 1, 2015 $ Granted Forfeited Stock Options outstanding at June 30, 2015 $ For the three and six months ended June 30, 2015, stock option expense was $0.7 million and $0.9 million, respectively. For the three and six months ended June 30, 2014, stock option expense was $1.0 million and $2.0 million, respectively. Restricted Stock The following table summarizes restricted stock activity: Restricted Stock Weighted Average Grant Date Fair Value Restricted stock outstanding at January 1, 2015 $ Granted Vested Forfeited Restricted Stock outstanding at June 30, 2015 $ For the three and six months ended June 30, 2015, compensation expense related to restricted stock awards was $1.2 million and $2.1 million, respective ly. For the three and six months ended June 30, 201 4 , compensation expense related to restricted stock awards was $1. 0 million and $1.8 million, respective ly

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES	6 Months Ended
	Jun. 30, 2015
OTHER ASSETS AND LIABILITIES
OTHER ASSETS AND LIABILITIES	NOTE 12   OTHER ASSETS AND LIABILITIES Prepaid Expenses and Other Assets The following table summarizes the significant components of prepaid expenses and other assets. June 30, December 31, 2015 2014 (In thousands) Special Improvement District receivable $ $ Equipment, net of accumulated depreciation of $3.2 million and $2.4 million, respectively Tenant incentives and other receivables Federal income tax receivable Prepaid expenses Below-market ground leases Condominium deposits Condominium receivables — Security and escrow deposits Above-market tenant leases Uncertain tax position asset In-place leases Intangibles Other $ $ The $31.9 mil lion decrease as of June 30, 2015 compared to December 31, 2014 primarily relates to a $72.0 million decrease in condominium deposits at Ward Village due to utilization of deposits for construction costs. The $ 6.2 million decrease related to in-place leases is attributable to normal amortization of these intangibles, and is primarily due to the recently acquired 10 - 60 Columbia Corporate Center office buildings. These decreases are partially offset by a $42.5 million increase in condominium receivables, which represents revenue recognized in excess of buyer deposits received for our Waiea and Anaha projects. Accounts Payable and Accrued Expenses The following table summarizes the significant components of accounts payable and accrued expenses. June 30, December 31, 2015 2014 (In thousands) Construction payables $ $ Accounts payable and accrued expenses Condominium deposits Membership deposits Above-market ground leases Deferred income Accrued interest Accrued real estate taxes Tenant and other deposits Accrued payroll and other employee liabilities Interest rate swaps Other $ $ The $28.0 million decrease as of June 30, 2015 compared to December 31, 2014 is primarily due to the decrease of $ 60.0 million in condominium deposits for the two market rate towers at Ward Village as revenue was recognized during the period, $9.0 million decrease in accrued payroll and other employee liabilities due to annual incentive compensation payments, which are accrued for throughout the year and typically paid in the first quarter, and a $7.1 million decrease in accounts payable and accrued expenses. These decreases are partially offset by a $21.3 million increase in con struction payables primarily due to continued development activities at Ward Village, 1725 - 35 Hughes Landing Boulevard, South Street Seaport, Waterway Hotel, Hughes Landing Hotel and Three Hughes Landing, and an $18.4 million increase in ten ant and other deposits primarily related to ten ant incentives at 1725 - 35 Hughes Landing Boulevard.

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	6 Months Ended
	Jun. 30, 2015
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	NOTE 13   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”) The following table summarizes AOCI for the period indicated: Changes in Accumulated Other Comprehensive Income (Loss ) by Component (a) Gains and (Losses) on Cash Flow Hedges (In Thousands) For the Three Months Ended June 30, 2015 Balance as of March 31, 2015 $ Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Balance as of June 30, 2015 $ For the Six Months Ended June 30, 2015 Balance as of January 1, 2015 $ Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Balance as of June 30, 2015 $ (a) All amounts are net of tax. The following table summarizes the amounts reclassified out of AOCI for the period indicated: Reclassifications out of Accumulated Other Comprehensive Income (Loss) (In Thousands) Amounts reclassified from Accumulated Other Comprehensive Income (Loss) For the Three Months Ended For the Six Months Ended Affected line item in the Accumulated Other Comprehensive Income (Loss) Components June 30, 2015 June 30, 2015 Statement of Operations Gains and losses on cash flow hedges Interest rate swap contracts $ $ Interest expense Provision for income taxes Total reclassifications for the period $ $ Net of tax

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2015
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 14   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 $76.0 million and $53.7 million as of June 30, 2015 and December 31, 2014 , respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport. The restated lease terms provide for annual fixed rent of $1.2 million starting July 1, 2013 with an expiration of December 30, 2072, including options to extend. The rent escalates at 3.0% compounded annually. On July 1, 2048 the base rent will be adjusted to the higher of the fair market value or the then base rent. In addition to the annual base rent of $1.2 million, we are required to make annual payments of $210,000 as additional rent through the term of the lease. The additional rent escalates annually at the Consumer Price Index. We are entitled to a total rent credit of $1.5 million, to be taken monthly over a 30 -month period. Simultaneously with the execution of the lease, we executed a completion guaranty for the redevelopment of Pier 17. The completion guaranty requires us to perform certain obligations under the lease, including the commencement of construction by October 1, 2013 with a scheduled completion date in 2017. In the fourth quarter of 2012, the historic area of South Street Seaport suffered damage due to flooding as a result of Superstorm Sandy. Reconstruction efforts are ongoing and the property is only partially operating. We have received $47.9 million in insurance proceeds through June 30, 201 5 related to our claim and recognized Other income of $0.3 million for the six months ended June 30, 2015 for the amounts received during that period. We are in litigation with several of the insurance carriers to recover additional amounts that we believe are owed to us under the policies. We believe that our insurance will reimburse substantially all of the costs of repairing the property and will also compensate us for substantially all lost income resulting from the storm. Please refer to Note 1 0 – Income Taxes for additional contingencies related to our uncertain tax positions.

SEGMENTS

SEGMENTS	6 Months Ended
	Jun. 30, 2015
SEGMENTS
SEGMENTS	NOTE 15   SEGMENTS We have three business segments which offer different products and services. Our three segments are managed separately because each requires different operating strategies or management expertise and are reflective of management’s operating philosophies and methods. In addition, our segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur. We do not distinguish or group our combined operations on a geographic basis. Furthermore, all operations are within the United States. Our reportable segments are as follows: · Master Planned Communities (“MPCs”) – includes the development and sale of land, in large ‑scale, long ‑term community development projects in and around Las Vegas, Nevada; Houston, Texas; and Columbia, Maryland. · Operating Assets – includes retail, office, and multi-family properties, The Woodlands Resort & Conference Center, The Club at Carlton Woods and other real estate investments. These assets are currently generating revenues, and we believe there is an opportunity to redevelop, reposition, or sell certain of these assets to improve segment performance. · Strategic Developments – includes our condominium and commercial property projects currently under development and all other properties held for development which have no substantial operations. Revenue recognition for contracted individual units in a condominium project are accounted for under the percentage of completion method when the following criteria are met: a) construction is beyond a preliminary stage; b) buyer is unable to require a refund of its deposit, except for non ‑delivery of the unit; c) sufficient units are sold to assure that it will not revert to a rental property; d) sales prices are collectible; and e) aggregate sales proceeds and costs can be reasonably estimated. Those units that do not meet the criteria are accounted for using the full accrual or deposit method which defers revenue recognition until the unit is closed. Revenue recognized on the percentage-of-completion method is calculated based upon the ratio of project costs incurred to date compared to total estimated project cost. Total estimated project costs include direct costs such as the carrying value of our land, site planning, architectural, construction costs, financing costs and indirect cost allocations for certain infrastructure and amenity costs which benefit the project based upon the relative fair value of the land prior to development. Changes in estimated project costs impact the amount of revenue and profit recognized on a percentage of completion basis during the period in which they are determined and future periods. The assets included in each segment as of June 30 , 2015, are contained in the following chart Master Planned Communities Operating Assets Strategic Developments Retail Office Under Construction Other • Bridgeland ▪ Columbia Regional Building ▪ 10-70 Columbia Corporate Center ▪ Anaha Condominiums ▪ Alameda Plaza • Conroe ▪ Cottonwood Square ▪ Columbia Office Properties ▪ Three Hughes Landing ▪ ONE Ala Moana (d) • Maryland ▪ Creekside Village Green (b) ▪ One Hughes Landing ▪ 1725-35 Hughes Landing ▪ Alden Bridge Self-Storage • Summerlin (a) ▪ Downtown Summerlin ▪ Two Hughes Landing Boulevard ▪ AllenTowne • The Woodlands ▪ Hughes Landing Retail (b) ▪ 2201 Lake Woodlands Drive ▪ Hughes Landing Hotel ▪ Bridges at Mint Hill ▪ 1701 Lake Robbins ▪ 9303 New Trails (Embassy Suites) ▪ Century Plaza Mall ▪ Landmark Mall ▪ 110 N. Wacker ▪ Lakeland Village Center ▪ Circle T Ranch and ▪ Outlet Collection at Riverwalk ▪ 3831 Technology Forest Drive ▪ Summerlin Apartments, LLC (c) Power Center (c) ▪ Park West ▪ 3 Waterway Square ▪ Waiea Condominiums ▪ Cottonwood Mall ▪ South Street Seaport ▪ 4 Waterway Square ▪ Waterway Square Hotel ▪ Elk Grove Promenade (under construction) ▪ 1400 Woodloch Forest (Westin) ▪ 80% Interest in Fashion ▪ Ward Village Show Air Rights ▪ 20/25 Waterway Avenue ▪ Kendall Town Center ▪ Waterway Garage Retail ▪ Lakemoor (Volo) Land ▪ Maui Ranch Land Other ▪ Parcel C (c) ▪ Golf Courses at TPC Summerlin ▪ Stewart Title of Montgomery ▪ Seaport District Assemblage and TPC Las Vegas County, TX (c) ▪ Ward Block M (participation interest) ▪ Summerlin Hospital Medical ▪ Ward Gateway Towers ▪ Kewalo Basin Harbor Center (c) ▪ Ward Workforce Tower ▪ Merriweather Post Pavilion ▪ Summerlin Las Vegas ▪ West Windsor ▪ Millennium Waterway Apartments Baseball Club (c) ▪ Millennium Woodlands ▪ The Metropolitan Downtown Phase II (c) Columbia Project (b) (c) ▪ One Lake's Edge (b) ▪ The Club at Carlton Woods ▪ 85 South Street ▪ The Woodlands Resort & Conference Center ▪ The Woodlands Parking Garages ▪ Woodlands Sarofim #1 (c) (a) The Summerlin MPC includes our Discovery Land joint venture. (b) Asset was placed in service and moved from the Strategic Developments segments to the Operating Assets segment during 2015. (c) A non-consolidated investment. (d) Asset consists of two equity method investments. Construction was substantially completed in the fourth quarter of 2014 and the last available unit was sold in the second quarter of 2015. As our segments are managed separately, different operating measures are utilized to assess operating results and allocate resources among the segments. The one common operating measure used to assess operating results for the business segments is Real Estate Property Earnings Before Taxes (“REP EBT”), which represents the operating revenues of the properties less property operating expenses and adjustments for interest, as further described below. We believe REP EBT provides useful information about the operating performance for all of our properties. REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, other income, corporate interest income, corporate interest and depreciation expense, provision for income taxes, warrant liability gain or loss and the change in tax indemnity receivable. We present REP EBT because we use this measure, among others, internally to assess the operating performance of our assets. We also present this measure because we believe certain investors use it as a measure of a company’s historical operating performance and its ability to service and incur debt. We believe that the inclusion of certain adjustments to net income (loss) to calculate REP EBT is appropriate to provide additional information to investors. Segment operating results are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Master Planned Communities Land sales $ $ $ $ Builder price participation Minimum rents Other land revenues Other rental and property revenues Total revenues Cost of sales – land Land sales operations Land sales real estate and business taxes Depreciation and amortization Interest income Interest expense (*) Total expenses MPC EBT Operating Assets Minimum rents Tenant recoveries Resort and conference center revenues Other rental and property revenues Total revenues Other property operating costs Rental property real estate taxes Rental property maintenance costs Resort and conference center operations Provision for doubtful accounts Demolition costs Development-related marketing costs Depreciation and amortization Interest income Interest expense Equity in Earnings from Real Estate and Other Affiliates Total expenses Operating Assets EBT Strategic Developments Minimum rents Tenant recoveries Condominium rights and unit sales Other land revenues Other rental and property revenues Total revenues Condominium rights and unit cost of sales Other property operating costs Real estate taxes Rental property maintenance costs Demolition costs — — Development-related marketing costs Depreciation and amortization Other income — — Interest income — — Interest expense (*) Equity in Earnings from Real Estate and Other Affiliates Total expenses Strategic Developments EBT REP EBT $ $ $ $ (*) Negative interest expense amounts are due to interest capitalized in our Master Planned Communities and Strategic Developments segments related to Operating Assets segment debt and the Senior Notes. The following reconciles REP EBT to GAAP ‑basis income (loss) before taxes: Reconciliation of REP EBT to GAAP Three Months Ended June 30, Six Months Ended June 30, income (loss) before taxes 2015 2014 2015 2014 (In thousands) (In thousands) REP EBT $ $ $ $ General and administrative Corporate interest income/(expense), net Warrant liability gain (loss) Reduction in tax indemnity receivable — — Corporate other income, net Corporate depreciation and amortization Income (loss) before taxes $ $ $ $ The following reconciles segment revenues to GAAP ‑basis consolidated revenues: Reconciliation of Segment Basis Revenues to Three Months Ended June 30, Six Months Ended June 30, GAAP Revenues 2015 2014 2015 2014 (In thousands) (In thousands) Master Planned Communities $ $ $ $ Operating Assets Strategic Developments Total revenues $ $ $ $ The assets by segment and the reconciliation of total segment assets to the total assets in the Condensed Consolidated Balance Sheets are summarized as follows: June 30, December 31, 2015 2014 (In thousands) Master Planned Communities $ $ Operating Assets Strategic Developments Total segment assets Corporate and other Total assets $ $ The $151.6 million increase in the Strategic Developments segment asset balance as of June 30, 2015 compared to December 31, 2014 is primarily due to the following: Increases in asset balance · D evelopment expenditures of $91.4 million for the 80 South Street Assemblage, $52.9 million for the 1725-35 Hughes Landing Boulevard office buildings, $29.7 million for Waterway Square Hotel (Westin), $28.7 million for the Three Hughes Landing office building, $23.7 million for Ward Village, $17.6 million for Hughes Landing Hotel (Embassy Suites) and $14.2 million for our Waiea Condominiums; · $42.1 million in condominium receivables due to percent complete revenue recognition in excess of buyers deposits; Reductions in asset balance · $ 125.3 million resulting from the transfer of Hughes Landing Retail, One Lake’s Edge, The Metropolitan Downtown Columbia Project and Creekside Village to the Operating Assets segment; · $8.5 million in cash distributions from our equity investment in ONE Ala Moana . The cash was moved to the Corporate segment . Corporate and other assets as of June 30, 2015 consist primarily of Cash and cash equivalents. T he $106.0 millio n decrease compared to December 31, 2014 is primarily due to our development activities .

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2015
EARNINGS PER SHARE
Summary of information related to the entity's EPS calculations	Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands, except per share amounts) (In thousands, except per share amounts) Basic EPS: Numerator: Net income (loss) $ $ $ $ Net income attributable to noncontrolling interests Net income (loss) attributable to common stockholders $ $ $ $ Denominator: Weighted average basic common shares outstanding Diluted EPS: Numerator: Net income (loss) attributable to common stockholders $ $ $ $ Less: Warrant liability gain — — — Adjusted net income (loss) attributable to common stockholders $ $ $ $ Denominator: Weighted average basic common shares outstanding Restricted stock and stock options — — — Warrants — — — Weighted average diluted common shares outstanding Basic income (loss) per share: $ $ $ $ Diluted income (loss) per share: $ $ $ $

FAIR VALUE OF FINANCIAL INSTR26

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	6 Months Ended
	Jun. 30, 2015
FAIR VALUE OF FINANCIAL INSTRUMENTS
Schedule of assets and liabilities that are measured at fair value on a recurring basis	June 30, 2015 December 31, 2014 Fair Value Measurements Using Fair Value Measurements Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In thousands) (In thousands) Assets: Cash equivalents $ $ $ — $ — $ $ $ — $ — Liabilities: Warrants — — — — Interest rate swaps — — — —
Schedule of reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)	2015 2014 (In thousands) Balance as of January 1 $ $ Warrant liability loss (a) Balance as of June 30 $ $ (a) All losses during 2015 and 2014 were unrealized.
Schedule of significant unobservable input used in the fair value measurement of warrants designated as Level 3	Unobservable Inputs Fair Value Valuation Technique Expected Volatility (a) Marketability Discount (b) (In thousands) Warrants $ Option Pricing Valuation Model 24.1% 14.0% - 16.0% (a) Based on our implied equity volatility. (b) Represents the discount rate for lack of marketability of the Management Warrants. The discount rates ranged from 18.0% - 20.0% at December 31, 2014.
Schedule of estimated fair values of the Company's financial instruments that are not measured at fair value on a recurring basis	June 30, 2015 December 31, 2014 Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets: (In thousands) Cash and cash equivalents Level 1 $ $ $ $ Notes receivable, net (a) Level 3 Liabilities: Fixed-rate debt Level 2 $ $ $ $ Variable-rate debt Level 2 Total mortgages, notes and loans payable $ $ $ $ (a) Notes receivable is shown net of an allowance of $0.3 million as of June 30, 2015 and $0.5 million as of December 31, 2014.

REAL ESTATE AND OTHER AFFILIA27

REAL ESTATE AND OTHER AFFILIATES (Tables)	6 Months Ended
	Jun. 30, 2015
REAL ESTATE AND OTHER AFFILIATES
Schedule of information related to investments in real estate and other affiliates	Economic/Legal Ownership Carrying Value Share of Earnings/Dividends June 30, December 31, June 30, December 31, Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 2015 2014 2015 2014 (In percentages) (In thousands) (In thousands) Equity Method Investments Master Planned Communities: Discovery Land N/A N/A $ $ — $ — $ — $ — $ — Operating Assets: Millennium Woodlands Phase II, LLC (a) (b) % % — Stewart Title % % Summerlin Las Vegas Baseball Club, LLC (b) % % The Metropolitan Downtown Columbia (c) % % Woodlands Sarofim % % Strategic Developments: Circle T Ranch and Power Center % % — — — — HHMK Development (b) % % KR Holdings (b) % % Parcel C (b) % % — — — — Summerlin Apartments, LLC (b) % % — — — — — Cost basis investments — — Investment in Real Estate and Other Affiliates $ $ $ $ $ $ N/A – Not Applicable (a) Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter of 2014. (b) Equity method variable interest entities. (c) The Metropolitan Downtown Columbia was placed into service in the first quarter 2015.

MORTGAGES, NOTES AND LOANS PA28

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2015
MORTGAGES, NOTES AND LOANS PAYABLE
Summary of mortgages, notes and loans payable	June 30, December 31, 2015 2014 (In thousands) Fixed-rate debt: Collateralized mortgages, notes and loans payable $ $ Special Improvement District bonds Variable-rate debt: Collateralized mortgages, notes and loans payable (a) Total mortgages, notes and loans payable $ $ (a) As more fully described below, $212.0 million of variable ‑rate debt has been swapped to a fixed rate for the term of the related debt.
Schedule of mortgages, notes and loans payable by property	Maximum Carrying Value Interest Facility June 30, December 31, $ In thousands Maturity (a) Rate Amount 2015 2014 Master Planned Communities Bridgeland Land Loan June 2022 % $ $ Bridgeland Development Loan July 2016 % $ Summerlin South SID Bonds - S108 December 2016 % Summerlin South SID Bonds - S124 December 2019 % Summerlin South SID Bonds - S128 December 2020 % Summerlin South SID Bonds - S128C December 2030 % Summerlin South SID Bonds - S132 December 2020 % Summerlin South SID Bonds - S151 June 2025 % Summerlin West SID Bonds - S808/S810 April 2031 % The Woodlands Master Credit Facility (c) August 2018 % (b) Master Planned Communities Total Operating Assets 10-60 Columbia Corporate Centers (d) May 2022 % (b) — 70 Columbia Corporate Center July 2019 % (b) Columbia Regional Building March 2018 % (b) Downtown Summerlin July 2019 % (b) Downtown Summerlin SID Bonds - S108 December 2016 % Downtown Summerlin SID Bonds - S128 December 2030 % One Hughes Landing December 2029 % Two Hughes Landing September 2018 % (b) Hughes Landing Retail December 2018 % (b) 1701 Lake Robbins April 2017 % Millennium Waterway Apartments June 2022 % 110 N. Wacker October 2019 % (e) 9303 New Trails December 2023 % One Lake's Edge November 2018 % (b) Outlet Collection at Riverwalk October 2018 % (b) 3831 Technology Forest Drive March 2026 % — The Woodlands Resort & Conference Center February 2019 % (b) Ward Village (f) September 2016 % (b) 20/25 Waterway Avenue May 2022 % 3 Waterway Square August 2028 % 4 Waterway Square December 2023 % Capital lease obligations various % Operating Assets Total Strategic Developments 1725-35 Hughes Landing Boulevard June 2019 % (b) Lakeland Village Center May 2020 % (b) — — Three Hughes Landing December 2019 % (b) — Hughes Landing Hotel October 2020 % (b) — Waiea and Anaha Condominiums November 2019 % (b) — Waterway Square Hotel August 2019 % (b) — Strategic Developments Total Other Corporate Financing Arrangements June 2018 % Senior Notes October 2021 % Unamortized underwriting fees $ $ (a) Maturity date includes any extension periods that can be exercised at our option and are subject to customary extension terms. (b) The interest rate presented is based on the one month LIBOR rate, as applicable, which was 0.19% a t June 30, 2015. (c) The Woodlands Credit Facility was amended and restated on July 31, 2015. (d) $ 40.0 million of the outstanding principal balance is swapped to a 3.41% fixed rate maturity. (e) The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity. (f) $143.0 million of the outstanding principal balance is swapped to a 3.81% fixed rate maturity.

DERIVATIVE INSTRUMENTS AND HE29

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	6 Months Ended
	Jun. 30, 2015
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Summary of fair value of the Company's derivative financial instruments which are included in accounts payable and accrued liabilities in the Consolidated Balance Sheet	June 30, December 31, 2015 2014 (In thousands) Interest Rate Swaps $ $
Summary of effect of the Company's derivative financial instruments on the Condensed Consolidated Statements of Operations	Three Months Ended June 30, Three Months Ended June 30, 2015 2014 Location of Loss 2015 2014 Cash Flow Hedges Amount of Loss Recognized in OCI Amount of Loss Recognized in OCI Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings (In thousands) (In thousands) Interest Rate Swaps $ $ Interest Expense $ $ Six Months Ended June 30, Six Months Ended June 30, 2015 2014 Location of Loss 2015 2014 Cash Flow Hedges Amount of Loss Recognized in OCI Amount of Loss Recognized in OCI Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings (In thousands) (In thousands) Interest Rate Swaps $ $ Interest Expense $ $

STOCK-BASED PLANS (Tables)

STOCK-BASED PLANS (Tables)	6 Months Ended
	Jun. 30, 2015
STOCK-BASED PLANS
Summary of stock option plan activity	Stock Options Weighted Average Exercise Price Stock Options outstanding at January 1, 2015 $ Granted Forfeited Stock Options outstanding at June 30, 2015 $
Summary of restricted stock activity	Restricted Stock Weighted Average Grant Date Fair Value Restricted stock outstanding at January 1, 2015 $ Granted Vested Forfeited Restricted Stock outstanding at June 30, 2015 $

OTHER ASSETS AND LIABILITIES (T

OTHER ASSETS AND LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2015
OTHER ASSETS AND LIABILITIES
Summary of the significant components of prepaid expenses and other assets	June 30, December 31, 2015 2014 (In thousands) Special Improvement District receivable $ $ Equipment, net of accumulated depreciation of $3.2 million and $2.4 million, respectively Tenant incentives and other receivables Federal income tax receivable Prepaid expenses Below-market ground leases Condominium deposits Condominium receivables — Security and escrow deposits Above-market tenant leases Uncertain tax position asset In-place leases Intangibles Other $ $
Summary of the significant components of accounts payable and accrued expenses	June 30, December 31, 2015 2014 (In thousands) Construction payables $ $ Accounts payable and accrued expenses Condominium deposits Membership deposits Above-market ground leases Deferred income Accrued interest Accrued real estate taxes Tenant and other deposits Accrued payroll and other employee liabilities Interest rate swaps Other $ $

ACCUMULATED OTHER COMPREHENSI32

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	6 Months Ended
	Jun. 30, 2015
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Summary of AOCI	For the Three Months Ended June 30, 2015 Balance as of March 31, 2015 $ Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Balance as of June 30, 2015 $ For the Six Months Ended June 30, 2015 Balance as of January 1, 2015 $ Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive loss Net current-period other comprehensive income Balance as of June 30, 2015 $
Summary of the amounts reclassified out of AOCI	Amounts reclassified from Accumulated Other Comprehensive Income (Loss) For the Three Months Ended For the Six Months Ended Affected line item in the Accumulated Other Comprehensive Income (Loss) Components June 30, 2015 June 30, 2015 Statement of Operations Gains and losses on cash flow hedges Interest rate swap contracts $ $ Interest expense Provision for income taxes Total reclassifications for the period $ $ Net of tax

SEGMENTS (Tables)

SEGMENTS (Tables)	6 Months Ended
	Jun. 30, 2015
SEGMENTS
Schedule of segment operating results	Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) (In thousands) Master Planned Communities Land sales $ $ $ $ Builder price participation Minimum rents Other land revenues Other rental and property revenues Total revenues Cost of sales – land Land sales operations Land sales real estate and business taxes Depreciation and amortization Interest income Interest expense (*) Total expenses MPC EBT Operating Assets Minimum rents Tenant recoveries Resort and conference center revenues Other rental and property revenues Total revenues Other property operating costs Rental property real estate taxes Rental property maintenance costs Resort and conference center operations Provision for doubtful accounts Demolition costs Development-related marketing costs Depreciation and amortization Interest income Interest expense Equity in Earnings from Real Estate and Other Affiliates Total expenses Operating Assets EBT Strategic Developments Minimum rents Tenant recoveries Condominium rights and unit sales Other land revenues Other rental and property revenues Total revenues Condominium rights and unit cost of sales Other property operating costs Real estate taxes Rental property maintenance costs Demolition costs — — Development-related marketing costs Depreciation and amortization Other income — — Interest income — — Interest expense (*) Equity in Earnings from Real Estate and Other Affiliates Total expenses Strategic Developments EBT REP EBT $ $ $ $ (*) Negative interest expense amounts are due to interest capitalized in our Master Planned Communities and Strategic Developments segments related to Operating Assets segment debt and the Senior Notes.
Schedule of reconciliation of REP EBT to GAAP-basis net income (loss)	Reconciliation of REP EBT to GAAP Three Months Ended June 30, Six Months Ended June 30, income (loss) before taxes 2015 2014 2015 2014 (In thousands) (In thousands) REP EBT $ $ $ $ General and administrative Corporate interest income/(expense), net Warrant liability gain (loss) Reduction in tax indemnity receivable — — Corporate other income, net Corporate depreciation and amortization Income (loss) before taxes $ $ $ $
Schedule of reconciliation of segment revenue to GAAP-basis consolidated revenues	Reconciliation of Segment Basis Revenues to Three Months Ended June 30, Six Months Ended June 30, GAAP Revenues 2015 2014 2015 2014 (In thousands) (In thousands) Master Planned Communities $ $ $ $ Operating Assets Strategic Developments Total revenues $ $ $ $
Summary of assets by segment and the reconciliation of total segment assets to the total assets in the Condensed Consolidated Balance Sheets	June 30, December 31, 2015 2014 (In thousands) Master Planned Communities $ $ Operating Assets Strategic Developments Total segment assets Corporate and other Total assets $ $

SPONSORS AND MANAGEMENT WARRA34

SPONSORS AND MANAGEMENT WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2011	Dec. 31, 2012	Jun. 30, 2015	Dec. 31, 2014	Dec. 31, 2013	Nov. 09, 2010
Sponsors and Management Warrants
Warrant liabilities			$ 432,270	$ 366,080
Sponsors Warrants
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares)			1,916,667			8,000,000
Estimated initial value						$ 69,500
Exercise price (in dollars per share)						$ 50
Warrants exercised		1,525,272
Number of shares of common stock under warrants repurchased		4,558,061
Payments for repurchase of warrants		$ 80,500
Additional paid-in capital		$ 108,600
Warrant liabilities			$ 181,100	157,100
Management Warrants
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares)	2,862,687		2,862,687		2,862,687
Proceeds from issuance of Management warrants	$ 19,000
Warrant liabilities			$ 251,200	$ 209,000
Management Warrants | Chief Executive Officer [Member]
Sponsors and Management Warrants
Exercise price (in dollars per share)	$ 42.23
Management Warrants | President [Member]
Sponsors and Management Warrants
Exercise price (in dollars per share)	42.23
Management Warrants | Chief Financial Officer [Member]
Sponsors and Management Warrants
Exercise price (in dollars per share)	$ 54.50

EARNINGS PER SHARE - EPS Calcul

EARNINGS PER SHARE - EPS Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Numerator:
Net income (loss)	$ 50,585	$ (14,733)	$ (55,374)	$ (101,064)
Net income attributable to noncontrolling interests	(12)	(27)	(12)	(12)
Net income (loss) attributable to common stockholders	$ 50,573	$ (14,760)	$ (55,386)	$ (101,076)
Denominator:
Weighted average basic common shares outstanding	39,468	39,458	39,467	39,456
Numerator:
Warrant Liability Gain	$ (42,620)
Adjusted net income (loss) attributable to common stockholders	$ 7,953	$ (14,760)	$ (55,386)	$ (101,076)
Denominator:
Weighted average basic common shares outstanding	39,468	39,458	39,467	39,456
Restricted stock and stock options (in shares)	438
Warrants (in shares)	3,291
Weighted average diluted common shares outstanding	43,197	39,458	39,467	39,456
Basic income (loss) per share: (in dollars per share)	$ 1.28	$ (0.37)	$ (1.40)	$ (2.56)
Diluted income (loss) per share: (in dollars per share)	$ 0.18	$ (0.37)	$ (1.40)	$ (2.56)

EARNINGS PER SHARE - Antidiluti

EARNINGS PER SHARE - Antidilutive Securities (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 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)	125,769	1,040,240	1,048,750	1,040,240
Restricted Stock
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)		172,690	242,055	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	1,916,667	1,916,667
Management Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)		2,862,687	2,862,687	2,862,687

IMPAIRMENT (Details)

IMPAIRMENT (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
IMPAIRMENT
Impairment charges	$ 0	$ 0

FAIR VALUE OF FINANCIAL INSTR38

FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Hierarchy (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Liabilities
Warrants	$ 432,270	$ 366,080
Interest rate swaps	2,993	3,144
Recurring | Estimate of Fair Value Measurement
Assets:
Cash equivalents	18	75,027
Liabilities
Warrants	432,270	366,080
Interest rate swaps	2,993	3,144
Recurring | Level 1
Assets:
Cash equivalents	18	75,027
Recurring | Level 2
Liabilities
Interest rate swaps	2,993	3,144
Recurring | Level 3
Liabilities
Warrants	$ 432,270	$ 366,080

FAIR VALUE OF FINANCIAL INSTR39

FAIR VALUE OF FINANCIAL INSTRUMENTS - Level 3 and Unobservable Inputs (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	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	366,080	$ 305,560	$ 305,560
Warrant liability loss	66,190	163,810
Balance at the end of the period	$ 432,270	$ 469,370	$ 366,080
Warrant | Level 3
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Expected Volatility (as a percent)	24.10%
Warrant | Minimum | Level 3
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Discount for lack of marketability (as a percent)	14.00%		18.00%
Warrant | Maximum | Level 3
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Discount for lack of marketability (as a percent)	16.00%		20.00%

FAIR VALUE OF FINANCIAL INSTR40

FAIR VALUE OF FINANCIAL INSTRUMENTS - Financial Instruments Not Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Liabilities:
Allowance, notes receivable	$ 300	$ 500
Nonrecurring | Reported Value Measurement
Assets:
Cash and cash equivalents	488,611	485,424
Notes receivable, net	25,138	28,630
Liabilities:
Fixed-rate debt	1,047,606	1,030,554
Variable-rate debt	1,238,568	962,916
Total mortgages, notes and loans payable	2,286,174	1,993,470
Nonrecurring | Estimate of Fair Value Measurement
Assets:
Cash and cash equivalents	488,611	485,424
Notes receivable, net	25,138	28,630
Liabilities:
Fixed-rate debt	1,102,460	1,050,333
Variable-rate debt	1,238,568	962,916
Total mortgages, notes and loans payable	$ 2,341,028	$ 2,013,249

REAL ESTATE AND OTHER AFFILIA41

REAL ESTATE AND OTHER AFFILIATES (Details)	Jan. 24, 2014USD ($)aitem	Oct. 04, 2013USD ($)ft²aitem	Jul. 11, 2013USD ($)	Aug. 06, 2012	Jul. 05, 2012USD ($)a	May. 14, 2012item	Oct. 27, 2011item	May. 31, 2013USD ($)	Jun. 30, 2015USD ($)item	Mar. 31, 2015USD ($)$ / a	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Investment in Real Estate and Other Affiliates
Carrying Value									$ 55,959,000			$ 55,959,000		$ 53,686,000
Share of Earnings/Dividends									1,081,000		$ 6,587,000	2,869,000	$ 12,655,000
Share of distributable cash													5,500,000
Aggregate carrying value of unconsolidated VIEs									20,200,000			$ 20,200,000		29,500,000
Number of variable interest entities in which entity is primary beneficiary | item												1
Carrying values of the assets associated with the operations of the consolidated VIEs									21,300,000			$ 21,300,000		21,100,000
Carrying values of the liabilities associated with the operations of the consolidated VIEs									900,000			900,000		600,000
repayments of debt												14,900,000	33,581,000
Book value of land contributed to joint venture									319,194,000			319,194,000		317,211,000
Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									52,019,000			52,019,000		49,769,000
Share of Earnings/Dividends									1,081,000		6,587,000	1,122,000	10,874,000
Cost-method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value									3,940,000			3,940,000		$ 3,917,000
Share of Earnings/Dividends												1,747,000	1,781,000
Discovery Land | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Book value of land contributed to joint venture										$ 13,400,000
SID Bonds transferred to a joint venture										1,300,000
Transaction value of the land contributed to joint venture										$ 125,400,000
Value of land contributed to joint venture (in dollars per acre) | $ / a										226,000
Preferred return, on capital (as a percent)										5.00%
Capital obligations									$ 0			$ 0
Entitlement of distribution by joint venture (in times) | item												2
Discovery Land | Equity Method Investments [Member] | Maximum
Investment in Real Estate and Other Affiliates
Cash contributed by joint venture partner										$ 30,000,000
KR Holdings LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Number of units in luxury condominium tower | item									206			206
Number of units closed | item												201
Millennium Woodlands Phase II LLC
Investment in Real Estate and Other Affiliates
Area of land contributed to the joint venture (in acres) | a					4.8
Number of units in Class A apartment building to be constructed | item						314
Fair value of the land contributed to joint venture					$ 15,500,000
Cash contributed by joint venture partner					3,000,000
Construction loan secured					$ 37,700,000
Parcel C
Investment in Real Estate and Other Affiliates
Area of land contributed to the joint venture (in acres) | a		5
Number of units in Class A apartment building to be constructed | item		437
Area of real estate property to be constructed (in square feet) | ft²		31,000
Fair value of the land contributed to joint venture		$ 4,000,000
Transaction value of the land contributed to joint venture		23,400,000
Transaction value, per constructed unit of land contributed to joint venture		$ 53,500,000,000
Parcel D
Investment in Real Estate and Other Affiliates
Fair value of the land contributed to joint venture			$ 20,300,000
Transaction value, per constructed unit of land contributed to joint venture			53,500
Cash contributed by joint venture partner			13,300,000
Percentage of ownership interest of partners in joint venture							50.00%
Additional improvements made in the venture			16,400,000
Future contribution required in accordance with the loan agreement			3,100,000
Distribution of the cash contributed by joint venture partner			7,000,000
Parcel D | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Number of units in Class A apartment building to be constructed | item							380
Parcel D | Construction Loan Payable
Investment in Real Estate and Other Affiliates
Aggregate principal amount of debt issued			$ 64,100,000
Outstanding debt									$ 56,200,000			$ 56,200,000
Interest rate margin (as a percent)			2.40%
Summerlin Apartments LLC
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)	50.00%
Area of land contributed to the joint venture (in acres) | a	4.5
Number of units in Class A apartment building to be constructed | item	124
Area Of Land In Downtown Summerlin | a	400
Fair value of the land contributed to joint venture	$ 3,200,000
Percentage of ownership interest of partners in joint venture	50.00%
Percent Share of Proceeds Upon Sale Of Property	50
Percentage of proceeds in excess of an amount determined by applying a specified capitalization rate to NOI	100.00%
Capitalization rate (as a percent)	7.00%
Summerlin Las Vegas Baseball Club LLC
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)				50.00%
Amount funded in cash to joint venture								$ 10,500,000
Summerlin Las Vegas Baseball Club LLC | Las Vegas 51S LLC [Member]
Investment in Real Estate and Other Affiliates
Ownership ratio in a joint venture (as a percent)				100.00%
Unconsolidated Properties
Investment in Real Estate and Other Affiliates
Secured debt									100,100,000			100,100,000
Share of the entity in secured debt									60,100,000			$ 60,100,000
One Month LIBOR
Investment in Real Estate and Other Affiliates
Variable rate basis												one month LIBOR
One Month LIBOR | Parcel D | Construction Loan Payable
Investment in Real Estate and Other Affiliates
Variable rate basis			one-month LIBOR
Master Planned Communities | Discovery Land
Investment in Real Estate and Other Affiliates
Carrying Value									$ 12,052,000			$ 12,052,000
Operating Assets | Millennium Woodlands Phase II LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									81.43%			81.43%		81.43%
Carrying Value														$ 1,023,000
Share of Earnings/Dividends									$ (489,000)		(99,000)	$ (1,150,000)	(135,000)
Operating Assets | Parcel D | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									50.00%			50.00%		50.00%
Carrying Value									$ 4,472,000			$ 4,472,000		$ 4,800,000
Share of Earnings/Dividends									$ (89,000)			$ (408,000)
Operating Assets | Stewart Title | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									50.00%			50.00%		50.00%
Carrying Value									$ 3,714,000			$ 3,714,000		$ 3,869,000
Share of Earnings/Dividends									$ 302,000		425,000	$ 496,000	518,000
Operating Assets | Summerlin Las Vegas Baseball Club LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									50.00%			50.00%		50.00%
Carrying Value									$ 10,833,000			$ 10,833,000		$ 10,548,000
Share of Earnings/Dividends									$ 401,000		302,000	$ 284,000	176,000
Operating Assets | Woodlands Sarofim 1 | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									20.00%			20.00%		20.00%
Carrying Value									$ 2,587,000			$ 2,587,000		$ 2,595,000
Share of Earnings/Dividends									$ 35,000		40,000	$ 75,000	97,000
Strategic Developments | Circle T | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									50.00%			50.00%		50.00%
Carrying Value									$ 9,004,000			$ 9,004,000		$ 9,004,000
Strategic Developments | HHMK Development LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									50.00%			50.00%		50.00%
Carrying Value									$ 10,000			$ 10,000		$ 10,000
Share of Earnings/Dividends									$ 10,000		193,000	$ 549,000	483,000
Strategic Developments | KR Holdings LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									50.00%			50.00%		50.00%
Carrying Value									$ 688,000			$ 688,000		$ 9,183,000
Share of Earnings/Dividends									$ 911,000		$ 5,726,000	$ 1,276,000	$ 9,735,000
Strategic Developments | Summerlin Apartments LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									50.00%			50.00%		50.00%
Carrying Value									$ 1,661,000			$ 1,661,000
Strategic Developments | Parcel C | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic interest (as a percent)									50.00%			50.00%		50.00%
Carrying Value									$ 6,998,000			$ 6,998,000		$ 8,737,000

MORTGAGES, NOTES AND LOANS PA42

MORTGAGES, NOTES AND LOANS PAYABLE - Debt Summarized (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Mortgages, notes and loans payable
Total mortgages, notes and loans payable	$ 2,286,174	$ 1,993,470
Secured Debt
Mortgages, notes and loans payable
Fixed-rate debt:	1,030,090	1,008,165
Variable-rate debt:	1,238,568	962,916
Amount of variable-rate debt swapped to fixed rate	212,000
Bonds
Mortgages, notes and loans payable
Fixed-rate debt:	$ 17,516	$ 22,389

MORTGAGES, NOTES AND LOANS PA43

MORTGAGES, NOTES AND LOANS PAYABLE - Debt by Property (Details)	May. 31, 2015USD ($)item	Oct. 02, 2013USD ($)	Aug. 08, 2013USD ($)	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)	Mar. 25, 2015USD ($)
Mortgages, notes and loans payable
Unamortized underwriting fees				$ (7,236,000)		$ (7,689,000)
Total mortgages, notes and loans payable				$ 2,286,174,000		$ 1,993,470,000
Weighted average interest rate (as a percent)				4.43%		4.61%
Land, buildings and equipment and developments in progress pledged as collateral				$ 2,500,000,000
Net cash proceeds				$ 310,822,000	$ 164,051,000
One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis				one month LIBOR
Variable rate basis (as a percent)				0.19%
Other Corporate Financing Arrangements
Mortgages, notes and loans payable
Interest rate (as a percent)				3.00%
Facility Amount				$ 22,700,000
Mortgages, notes, and loans payable, gross				$ 19,313,000		$ 19,968,000
Other Corporate Financing Arrangements | Recourse Debt
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross						20,400,000
Senior Notes 6.875 Percent Due 2021
Mortgages, notes and loans payable
Interest rate (as a percent)				6.88%
Mortgages, notes, and loans payable, gross				$ 750,000,000		750,000,000
Fixed interest rate (as a percent)		6.875%
Amount of debt issued		$ 750,000,000
Maximum percentage of Notes that can be redeemed using proceeds from equity offerings at any time prior to October 1, 2016		35.00%
Percentage of principal amount at which Notes can be redeemed		106.875%
Senior Notes 6.875 Percent Due 2021 | Recourse Debt
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross						750,000,000
Master Planned Communities
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross				247,418,000		211,195,000
Master Planned Communities | Bridgeland | Minimum
Mortgages, notes and loans payable
Cash balance required to be maintained				3,000,000
Net worth required to be maintained				$ 250,000,000
Master Planned Communities | Bridgeland Land Loan
Mortgages, notes and loans payable
Period for which interest rate is fixed				5 years
Master Planned Communities | Bridgeland Land Loan | Term Loan
Mortgages, notes and loans payable
Interest rate margin (as a percent)				2.75%
Master Planned Communities | Bridgeland Land Loan | Land Loan
Mortgages, notes and loans payable
Interest rate (as a percent)				5.50%
Mortgages, notes, and loans payable, gross				$ 15,874,000		15,874,000
Fixed interest rate (as a percent)				5.50%
Annual principal payments as a percentage of outstanding principal balance				5.00%
Master Planned Communities | Bridgeland Land Loan | Land Loan | One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis				three-month LIBOR
Master Planned Communities | Bridgeland Development Loan
Mortgages, notes and loans payable
Option to extend, term				1 year
Master Planned Communities | Bridgeland Development Loan | Development Loan
Mortgages, notes and loans payable
Interest rate (as a percent)				5.00%
Facility Amount				$ 140,000,000
Mortgages, notes, and loans payable, gross				25,106,000		10,000
Outstanding balance				$ 30,000,000
Interest rate margin (as a percent)				3.25%
Amount utilized				$ 130,300,000
Master Planned Communities | Bridgeland Development Loan | Development Loan | One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis				one-month LIBOR
Master Planned Communities | Summerlin South | S108
Mortgages, notes and loans payable
Interest rate (as a percent)				5.95%
Mortgages, notes, and loans payable, gross				$ 411,000		563,000
Master Planned Communities | Summerlin South | S124
Mortgages, notes and loans payable
Interest rate (as a percent)				5.95%
Mortgages, notes, and loans payable, gross				$ 177,000		236,000
Master Planned Communities | Summerlin South | S128
Mortgages, notes and loans payable
Interest rate (as a percent)				6.05%
Mortgages, notes, and loans payable, gross				$ 535,000		623,000
Master Planned Communities | Summerlin South | S128C
Mortgages, notes and loans payable
Interest rate (as a percent)				6.05%
Mortgages, notes, and loans payable, gross				$ 5,025,000		5,274,000
Master Planned Communities | Summerlin South | S132
Mortgages, notes and loans payable
Interest rate (as a percent)				6.00%
Mortgages, notes, and loans payable, gross				$ 1,844,000		2,936,000
Master Planned Communities | Summerlin South | S151
Mortgages, notes and loans payable
Interest rate (as a percent)				6.00%
Mortgages, notes, and loans payable, gross				$ 4,714,000		6,211,000
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				$ 1,069,000		2,805,000
Master Planned Communities | Woodlands Properties
Mortgages, notes and loans payable
Number of extension options | item				2
Master Planned Communities | Woodlands Properties | Line of Credit
Mortgages, notes and loans payable
Facility Amount				$ 200,000,000
Interest rate margin (as a percent)			2.75%
Extension period at borrower's option				1 year
Maximum facility amount at first extension option				$ 175,000,000
Maximum facility amount at second extension option				$ 25,000,000
Master Planned Communities | Woodlands Properties | Line of Credit | One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis			one-month LIBOR
Master Planned Communities | Woodlands Properties | Term Loan
Mortgages, notes and loans payable
Facility Amount			$ 100,000,000
Master Planned Communities | Woodlands Properties | Revolving Credit Facility
Mortgages, notes and loans payable
Interest rate (as a percent)				2.94%
Facility Amount			$ 100,000,000	$ 200,000,000
Mortgages, notes, and loans payable, gross				192,663,000		176,663,000
Operating Assets
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross				$ 1,173,880,000		972,483,000
Operating Assets | Capital Lease Obligations
Mortgages, notes and loans payable
Interest rate (as a percent)				3.60%
Mortgages, notes, and loans payable, gross				$ 91,000		135,000
Operating Assets | 10-60 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)				2.67%
Mortgages, notes, and loans payable, gross	$ 80,000,000			$ 80,000,000
Outstanding balance				$ 40,000,000
Interest rate margin (as a percent)	1.75%
Fixed interest rate per swap (as a percent)				3.41%
Number of extension options | item	2
Option to extend, term	1 year
Operating Assets | 70 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)				2.44%
Mortgages, notes, and loans payable, gross				$ 20,000,000		20,000,000
Operating Assets | Columbia Regional Building
Mortgages, notes and loans payable
Interest rate (as a percent)				2.19%
Facility Amount				$ 23,008,000
Mortgages, notes, and loans payable, gross				$ 22,122,000		20,513,000
Operating Assets | Columbia Regional Building | LIBOR | Subsequent Event
Mortgages, notes and loans payable
Variable rate basis	LIBOR
Operating Assets | Downtown Summerlin
Mortgages, notes and loans payable
Interest rate (as a percent)				2.44%
Facility Amount				$ 311,800,000
Mortgages, notes, and loans payable, gross				$ 276,417,000		$ 229,153,000
Recourse on loan (as a percent)						35.00%
Operating Assets | Downtown Summerlin | Recourse Debt
Mortgages, notes and loans payable
Maximum recourse upon completion of the project and achievement of debt service coverage ratio						15.00%
Maximum Percentage Recourse Upon Achievement of Conditions						10.00%
Debt service coverage ratio to be achieved for reduction in maximum recourse						1.15
Debt service coverage ratio to be achieved for further reduction in maximum recourse						1.25
Minimum average tenant sales per net rentable square foot to be achieved for further reduction in maximum recourse						$ 500
Occupancy percentage						90.00%
Amount of debt issued						$ 311,800,000
Operating Assets | Downtown Summerlin | S108
Mortgages, notes and loans payable
Interest rate (as a percent)				5.95%
Mortgages, notes, and loans payable, gross				$ 310,000		310,000
Operating Assets | Downtown Summerlin | S128
Mortgages, notes and loans payable
Interest rate (as a percent)				6.05%
Mortgages, notes, and loans payable, gross				$ 3,431,000		3,431,000
Operating Assets | One Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)				4.30%
Mortgages, notes, and loans payable, gross				$ 52,000,000		52,000,000
Operating Assets | Two Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)				2.84%
Facility Amount				$ 41,230,000
Mortgages, notes, and loans payable, gross				$ 31,250,000		19,992,000
Operating Assets | 1701 Lake Robbins
Mortgages, notes and loans payable
Interest rate (as a percent)				5.81%
Mortgages, notes, and loans payable, gross				$ 4,600,000		4,600,000
Operating Assets | Millennium Waterway Apartments
Mortgages, notes and loans payable
Interest rate (as a percent)				3.75%
Mortgages, notes, and loans payable, gross				$ 55,584,000		55,584,000
Operating Assets | 110 N Wacker
Mortgages, notes and loans payable
Interest rate (as a percent)				5.21%
Mortgages, notes, and loans payable, gross				$ 28,370,000		29,000,000
Outstanding balance				$ 29,000,000
Fixed interest rate per swap (as a percent)				5.21%
Corporate recourse guarantee amount						7,000,000
Operating Assets | 9303 New Trails
Mortgages, notes and loans payable
Interest rate (as a percent)				4.88%
Mortgages, notes, and loans payable, gross				$ 12,906,000		13,074,000
Operating Assets | One Lakes Edge
Mortgages, notes and loans payable
Interest rate (as a percent)				2.69%
Facility Amount				$ 73,525,000
Mortgages, notes, and loans payable, gross				$ 59,169,000		40,787,000
Operating Assets | Outlet Collection at Riverwalk
Mortgages, notes and loans payable
Interest rate (as a percent)				2.94%
Facility Amount				$ 64,400,000
Mortgages, notes, and loans payable, gross				$ 55,454,000		47,118,000
Operating Assets | 3831 Technology Forest Drive
Mortgages, notes and loans payable
Interest rate (as a percent)				4.50%
Mortgages, notes, and loans payable, gross				$ 22,940,000			$ 23,000,000
Fixed interest rate (as a percent)							4.50%
Operating Assets | The Woodlands Resort and Conference Center
Mortgages, notes and loans payable
Interest rate (as a percent)				3.69%
Facility Amount				$ 95,000,000
Mortgages, notes, and loans payable, gross				$ 83,109,000		76,027,000
Operating Assets | Ward Village
Mortgages, notes and loans payable
Interest rate (as a percent)				3.36%
Facility Amount				$ 250,000,000
Mortgages, notes, and loans payable, gross				238,716,000		238,716,000
Outstanding balance				$ 143,000,000		$ 143,000,000
Fixed interest rate per swap (as a percent)				3.81%		3.81%
Operating Assets | 2025 Waterway Avenue
Mortgages, notes and loans payable
Interest rate (as a percent)				4.79%
Mortgages, notes, and loans payable, gross				$ 14,221,000		$ 14,330,000
Operating Assets | 3 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)				3.94%
Mortgages, notes, and loans payable, gross				$ 52,000,000		52,000,000
Operating Assets | 4 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)				4.88%
Mortgages, notes, and loans payable, gross				$ 37,797,000		38,289,000
Operating Assets | Outlet at Riverwalk Properties | Construction Loan Payable | Recourse Debt
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross						$ 64,400,000
Maximum percent recourse						50.00%
Maximum Percentage Recourse Upon Achievement of Conditions						25.00%
Debt Yield Required To Achieve The Reduced Maxiumum Percentage Recourse						11.00%
Time Period Of Minimum Level Of Tenat Sales Needed To Achieve The Reduced Maximum Percent Recourse						12 months
Strategic Developments
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross				$ 102,799,000		$ 47,513,000
Strategic Developments | Hughes Landing Retail
Mortgages, notes and loans payable
Interest rate (as a percent)				2.14%
Facility Amount				$ 36,575,000
Mortgages, notes, and loans payable, gross				$ 23,393,000		17,424,000
Strategic Developments | 1725-35 Hughes Landing Boulevard
Mortgages, notes and loans payable
Interest rate (as a percent)				2.09%
Facility Amount				$ 143,000,000
Mortgages, notes, and loans payable, gross				$ 72,617,000		$ 47,513,000
Strategic Developments | Lakeland Village Center
Mortgages, notes and loans payable
Interest rate (as a percent)				2.54%
Facility Amount				$ 14,000,000
Strategic Developments | Three Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)				2.54%
Facility Amount				$ 65,455,000
Mortgages, notes, and loans payable, gross				$ 9,695,000
Strategic Developments | Hughes Landing Hotel
Mortgages, notes and loans payable
Interest rate (as a percent)				2.69%
Facility Amount				$ 37,100,000
Mortgages, notes, and loans payable, gross				$ 1,133,000
Strategic Developments | Waiea And Anaha Condominiums
Mortgages, notes and loans payable
Interest rate (as a percent)				6.94%
Facility Amount				$ 600,000,000
Mortgages, notes, and loans payable, gross				$ 7,985,000
Strategic Developments | Waterway Square Hotel
Mortgages, notes and loans payable
Interest rate (as a percent)				2.84%
Facility Amount				$ 69,300,000
Mortgages, notes, and loans payable, gross				$ 11,369,000

DERIVATIVE INSTRUMENTS AND HE44

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Gross notional amounts (Details) - Jun. 30, 2015 - USD ($) $ in Millions	Total
Interest Rate Swap
Derivative instruments and hedging activities
Estimated additional amount to be reclassified as an increase to interest expense	$ 2.5
Interest Rate Swap | Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	211.4
Interest Rate Cap | Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	$ 100

DERIVATIVE INSTRUMENTS AND HE45

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Interest Rate Swap | Designated as Hedging Instrument | Accounts Payable and Accrued Liabilities
Fair value of derivative instruments
Derivative liabilities	$ 2,993	$ 3,144

DERIVATIVE INSTRUMENTS AND HE46

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Derivative Financial Instruments on Statements of Operations (Details) - Cash Flow Hedging - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Interest Expense
Effect of the Company's derivative financial instruments on the income statement
Amount of Loss Reclassified from AOCI into Earnings	$ (436)	$ (548)	$ (811)	$ (1,089)
Interest Rate Swap
Effect of the Company's derivative financial instruments on the income statement
Amount of Loss Recognized in OCI	$ (240)	$ (629)	$ (103)	$ (971)

INCOME TAXES (Details)

INCOME TAXES (Details) $ in Millions	May. 06, 2011USD ($)item	Jun. 30, 2015USD ($)	Jun. 30, 2014	Jun. 30, 2015USD ($)propertyitem	Jun. 30, 2014	Dec. 31, 2014USD ($)
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits, excluding interest		$ 184.2		$ 184.2		$ 184.2
Effective tax rate (as a percent)		7.80%	149.60%	(13.40%)	(95.20%)
General Growth Properties
Operating Loss Carryforwards [Line Items]
Number of subsidiaries involved in dispute with IRS | item	2			2
Percentage of certain taxes indemnified by related party				93.75%
Amount of combined deficiencies determined by the IRS sought to be overturned by the petition filed	$ 144.1
Proceeds From Settlement Of Tax Indemnity Receivable				$ 138
Number Of Office Properties Received From Settlement Of Tax Indemnity Receivable | property				6
Value Of Buildings Received From Settlement Of Tax Indemnity Receivable				$ 130
General Growth Properties | Maximum
Operating Loss Carryforwards [Line Items]
Amount of certain taxes indemnified by related party				$ 303.8

STOCK-BASED PLANS - Stock Optio

STOCK-BASED PLANS - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Weighted Average Exercise Price
Stock based compensation expense			$ 3,232	$ 3,818
Stock Options
Stock Options
Stock Options Outstanding at the beginning of the period (in shares)			1,046,490
Granted (in shares)			67,000
Forfeited (in shares)			(64,740)
Stock Options Outstanding at the end of the period (in shares)	1,048,750		1,048,750
Weighted Average Exercise Price
Stock Options Outstanding at the beginning of the period (in dollars per share)			$ 72.61
Granted (in dollars per share)			147.33
Forfeited (in dollars per share)			106.52
Stock Options Outstanding at the end of the period (in dollars per share)	$ 75.38		$ 75.38
Stock based compensation expense	$ 700	$ 1,000	$ 900	$ 2,000

STOCK-BASED PLANS - Restricted

STOCK-BASED PLANS - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014
Stock-based plans
Restricted stock and stock option amortization		$ 3,232	$ 3,818
Weighted Average Grant Date Fair Value
Stock based compensation expense		3,232	$ 3,818
Restricted Stock
Stock-based plans
Restricted stock and stock option amortization	$ 1,200	$ 2,100
Restricted stock activity
Restricted stock outstanding at the beginning of the period (in shares)		172,690
Granted (in shares)		80,913
Vested (in shares)		(7,546)
Forfeited (in shares)		(4,002)
Restricted stock outstanding at the end of the period (in shares)	242,055	242,055
Weighted Average Grant Date Fair Value
Restricted stock outstanding at the beginning of the period (in dollars per share)		$ 92.02
Granted (in dollars per share)		121.59
Forfeited (in dollars per share)		147.56
Restricted stock outstanding at the end of the period (in dollars per share)	$ 100.05	$ 100.05
Stock based compensation expense	$ 1,200	$ 2,100

OTHER ASSETS AND LIABILITIES (D

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Prepaid Expenses and Other Assets
Special Improvement District receivable	$ 31,866	$ 33,318
Equipment, net of accumulated depreciation of $3.2 million and $2.4 million, respectively	19,528	20,284
Tenant incentives and other receivables	19,843	14,264
Federal income tax receivable	8,623	8,629
Prepaid expenses	7,869	9,196
Condominium deposits	79,590	151,592
Condominium receivables	42,491
Security and escrow deposits	12,353	9,829
Uncertain tax position asset	422	383
Intangibles	3,932	3,593
Other	1,593	2,014
Total prepaid expenses and other assets	278,251	310,136
Accumulated depreciation on other equipment	3,200	2,400
Accounts Payable and Accrued Expenses
Construction payables	192,210	170,935
Accounts payable and accrued expenses	27,009	34,154
Condominium deposits	22,102	82,150
Membership deposits	21,346	21,023
Deferred income	69,502	65,675
Accrued interest	15,239	14,791
Accrued real estate taxes	9,639	9,903
Tenant and other deposits	31,181	12,756
Accrued payroll and other employee liabilities	16,822	25,838
Interest rate swap	2,993	3,144
Other	27,763	23,376
Total accounts payable and accrued expenses	437,998	466,017
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase in prepaid expenses and other assets	31,900
Increase in acquired in-place leases	6,200
Increase in condominium receivables	42,500
Increase in restricted condominium deposits	72,000
Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Expenses
Increase in accounts payable and accrued expenses	28,000
Increase in construction payable	21,300
Increase in accrued payroll	9,000
Decrease in accrued real estate taxes	7,100
Increase in condominium deposits	18,400
Ward Village | Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase in condominium deposits	60,000
Ground Leases below Market
Prepaid Expenses and Other Assets
Net carrying amount	19,494	19,663
Tenant Leases above Market
Prepaid Expenses and Other Assets
Net carrying amount	4,089	4,656
Leases, Acquired-in-Place
Prepaid Expenses and Other Assets
Net carrying amount	26,558	32,715
Ground Leases above Market
Accounts Payable and Accrued Expenses
Net carrying amount	$ 2,192	$ 2,272

ACCUMULATED OTHER COMPREHENSI51

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Balance at the beginning of the period	$ (7,259)		$ (7,712)
Other comprehensive income before reclassifications	(293)		(215)
Amounts reclassified from accumulated other comprehensive loss	436		811
Other comprehensive income (loss)	143	$ (125)	596	$ (59)
Balance at the end of the period	$ (7,116)		$ (7,116)

ACCUMULATED OTHER COMPREHENSI52

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Reclassifications out of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes	$ (4,274)	$ (44,532)	$ (6,558)	$ (49,305)
Net income (loss)	$ 50,585	(14,733)	(55,374)	$ (101,064)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes		269	490
Net income (loss)		(436)	(811)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Interest Rate Swap | Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss)
Interest expense		$ (705)	$ (1,301)

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jun. 27, 2013	Jun. 27, 2013	Jun. 30, 2015	Dec. 31, 2014
Commitments
Letters of Credit and Surety Bonds Outstanding Amount			$ 76,000,000	$ 53,700,000
South Street Seaport Ground Lease
Commitments
Annual fixed rent	$ 1,200,000	$ 1,200,000
Annual rent escalation rate (as a percent)	3.00%	3.00%
Additional annual rent payments to be made through the term of the lease	$ 210,000	$ 210,000
Rent credit to be received			$ 1,500,000
Maximum period for rent credit			30 months

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - Jun. 30, 2015 - Damage Due to Flooding - USD ($) $ in Millions	Total	Total
Insurance recoveries
Insurance recoveries collected		$ 47.9
Pre-tax gain recognized in Other (income)/expense	$ 0.3

SEGMENTS (Details)

SEGMENTS (Details)	6 Months Ended
	Jun. 30, 2015segment
SEGMENTS
Number of reportable segments	3

SEGMENTS - Segment Operating Re

SEGMENTS - Segment Operating Results (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Segments reporting
Land sales	$ 45,433	$ 153,164	$ 93,514	$ 200,835
Builder price participation	7,907	3,843	13,605	7,940
Minimum rents	36,989	22,189	72,183	42,549
Tenant recoveries	10,701	6,893	20,368	12,908
Condominium rights and unit sales			121,370	7,484
Other land revenues	3,145	2,698	6,438	5,210
Other rental and property revenues	6,994	6,864	13,291	12,310
Total revenues	209,163	209,631	364,253	308,284
Cost of sales - land	24,236	42,719	48,132	65,797
Other property operating costs	19,634	16,600	37,779	30,405
Rental property real estate taxes	6,568	4,241	12,768	7,981
Rental property maintenance costs	2,900	2,174	5,644	4,089
Provision for doubtful accounts	1,266	31	2,075	174
Demolition costs	1,496	3,435	1,613	5,951
Development-related marketing costs	5,594	5,299	11,837	9,522
Depreciation and amortization	25,069	11,473	46,579	21,982
Other income	(399)	(5,611)	(1,863)	(16,059)
Interest income	(271)	(18,625)	(407)	(20,813)
Equity in Earnings from Real Estate and Other Affiliates	(1,081)	(6,587)	(2,869)	(12,655)
REP EBT	46,171	116,378	83,985	152,022
Operating Segments | Master Planned Communities
Segments reporting
Land sales	45,433	153,164	93,514	200,835
Builder price participation	7,907	3,843	13,605	7,940
Minimum rents	215	207	430	404
Other land revenues	3,140	2,689	6,426	5,193
Other rental and property revenues	9	108	7	175
Total revenues	56,704	160,011	113,982	214,547
Cost of sales - land	24,236	42,719	48,132	65,797
Land sales operations	9,721	9,275	17,300	16,579
Land sales real estate and business taxes	2,242	2,135	4,646	4,089
Depreciation and amortization	95	103	190	203
Interest income	(15)	(22)	(31)	(79)
Interest expense	(4,684)	(4,813)	(9,446)	(9,879)
Total expenses	31,595	49,397	60,791	76,710
REP EBT	25,109	110,614	53,191	137,837
Operating Segments | Operating Assets
Segments reporting
Minimum rents	36,697	21,918	71,009	41,818
Tenant recoveries	10,693	6,941	20,266	12,825
Resort and conference center revenues	11,481	9,622	23,484	19,048
Other rental and property revenues	6,971	6,570	13,245	11,680
Total revenues	65,842	45,051	128,004	85,371
Other property operating costs	18,350	15,485	35,836	28,666
Rental property real estate taxes	5,990	3,762	11,510	6,869
Rental property maintenance costs	2,785	2,008	5,412	3,808
Resort and conference center operations	8,893	6,412	17,971	13,923
Provision for doubtful accounts	1,266	31	2,075	174
Demolition costs	1,496	3,434	1,613	5,928
Development-related marketing costs	2,748	2,711	5,014	4,790
Depreciation and amortization	22,887	9,531	41,649	18,541
Interest income	(9)	(11)	(19)	(130)
Interest expense	7,629	3,928	14,123	5,972
Equity in Earnings from Real Estate and Other Affiliates	(160)	(767)	(1,044)	(2,572)
Total expenses	71,875	46,524	134,140	85,969
REP EBT	(6,033)	(1,473)	(6,136)	(598)
Operating Segments | Strategic Developments
Segments reporting
Minimum rents	77	73	744	336
Tenant recoveries	8	(57)	102	74
Condominium rights and unit sales	86,513	4,358	121,370	7,484
Other land revenues	5	9	12	17
Other rental and property revenues	14	186	39	455
Total revenues	86,617	4,569	122,267	8,366
Condominium rights and unit cost of sales	56,765	2,191	79,174	3,762
Other property operating costs	1,284	1,094	1,943	1,721
Rental property real estate taxes	578	479	1,258	1,112
Rental property maintenance costs	115	166	232	281
Demolition costs		1		23
Development-related marketing costs	2,846	2,588	6,823	4,732
Depreciation and amortization	601	614	1,617	1,038
Other income			(334)	(2,373)
Interest income	(166)		(166)
Interest expense	(1,580)	(3,981)	(3,385)	(6,630)
Equity in Earnings from Real Estate and Other Affiliates	(921)	(5,820)	(1,825)	(10,083)
Total expenses	59,522	(2,668)	85,337	(6,417)
REP EBT	$ 27,095	$ 7,237	$ 36,930	$ 14,783

SEGMENTS - REP EBT to GAAP Basi

SEGMENTS - REP EBT to GAAP Basis Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Reconciliation of REP EBT to GAAP net income (loss)
REP EBT	$ 46,171	$ 116,378	$ 83,985	$ 152,022
General and administrative	(19,606)	(17,497)	(38,569)	(34,379)
Warrant liability gain (loss)	42,620	(67,370)	(66,190)	(163,810)
Provision for income taxes	(4,274)	(44,532)	(6,558)	(49,305)
Increase (reduction) in tax indemnity receivable		(10,927)		(10,927)
Corporate other income, net:	399	5,611	1,863	16,059
Corporate depreciation and amortization	(25,069)	(11,473)	(46,579)	(21,982)
Net income (loss)	50,585	(14,733)	(55,374)	(101,064)
Corporate, Non-Segment
Reconciliation of REP EBT to GAAP net income (loss)
Corporate interest income/(expense), net	(13,235)	4,829	(26,447)	(6,151)
Warrant liability gain (loss)	42,620	(67,370)	(66,190)	(163,810)
Corporate other income, net:	396	5,611	1,529	13,686
Corporate depreciation and amortization	(1,487)	(1,225)	(3,124)	(2,200)
Net income (loss)	54,859	29,799	(48,816)	(51,759)
Operating Segments | Consolidated Properties
Reconciliation of REP EBT to GAAP net income (loss)
General and administrative	$ (19,606)	$ (17,497)	$ (38,569)	$ (34,379)

SEGMENTS - Segment Revenue to G

SEGMENTS - Segment Revenue to GAAP Consolidated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 209,163	$ 209,631	$ 364,253	$ 308,284
Master Planned Communities | Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	56,704	160,011	113,982	214,547
Operating Assets | Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	65,842	45,051	128,004	85,371
Strategic Developments | Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 86,617	$ 4,569	$ 122,267	$ 8,366

SEGMENTS - Assets by Segment (D

SEGMENTS - Assets by Segment (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Reconciliation of total segment assets to total assets
Assets	$ 5,405,829	$ 5,119,931
Additional information
Condominium receivables	42,491
General Growth Properties
Additional information
Proceeds From Settlement Of Tax Indemnity Receivable	138,000
Strategic Developments
Additional information
Increase (decrease) in assets	151,600
Transfer of property	125,300
Cash distribution from the investment in ONE Ala Moana	8,500
Strategic Developments | 80 South Street
Additional information
Development expenditures	91,400
Strategic Developments | 1725-35 Hughes Landing Boulevard
Additional information
Development expenditures	52,900
Strategic Developments | Waterway Square Hotel
Additional information
Development expenditures	29,700
Strategic Developments | Ward Village
Additional information
Development expenditures	23,700
Strategic Developments | Hughes Landing Hotel
Additional information
Development expenditures	17,600
Strategic Developments | Waiea Condominiums
Additional information
Development expenditures	14,200
Strategic Developments | Three Hughes Landing
Additional information
Development expenditures	28,700
Operating Segments
Reconciliation of total segment assets to total assets
Assets	5,083,219	4,691,289
Operating Segments | Master Planned Communities
Reconciliation of total segment assets to total assets
Assets	1,919,445	1,877,043
Operating Segments | Operating Assets
Reconciliation of total segment assets to total assets
Assets	2,132,283	1,934,350
Operating Segments | Strategic Developments
Reconciliation of total segment assets to total assets
Assets	1,031,491	879,896
Corporate, Non-Segment
Reconciliation of total segment assets to total assets
Assets	322,610	$ 428,642
Additional information
Increase (decrease) in assets	$ 106,000