Howard Hughes (HHH) 10-Q 8 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 08, 2016
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, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		39,833,975
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Investment in real estate:
Master Planned Community assets	$ 1,652,056,000	$ 1,642,842,000
Land	315,617,000	322,462,000
Buildings and equipment	1,910,016,000	1,772,401,000
Less: accumulated depreciation	(271,451,000)	(232,969,000)
Developments	915,157,000	1,036,927,000
Net property and equipment	4,521,395,000	4,541,663,000
Investment in Real Estate and Other Affiliates	65,834,000	57,811,000
Net investment in real estate	4,587,229,000	4,599,474,000
Cash and cash equivalents	670,800,000	445,301,000
Accounts receivable, net	40,152,000	32,203,000
Municipal Utility District receivables, net	163,639,000	139,946,000
Notes receivable, net	69,000	1,664,000
Deferred expenses, net	63,099,000	61,804,000
Prepaid expenses and other assets, net	692,631,000	441,190,000
Total assets	6,217,619,000	5,721,582,000
Liabilities:
Mortgages, notes and loans payable	2,651,805,000	2,443,962,000
Deferred tax liabilities	158,177,000	89,221,000
Warrant liabilities	322,090,000	307,760,000
Uncertain tax position liability	9,588,000	1,396,000
Accounts payable and accrued expenses	572,772,000	515,354,000
Total liabilities	3,714,432,000	3,357,693,000
Commitments and Contingencies (see Note 10)
Equity:
Common stock: $.01 par value; 150,000,000 shares authorized, 39,846,036 shares issued and 39,833,975 outstanding as of June 30, 2016 and 39,714,838 shares issued and outstanding as of December 31, 2015	398,000	398,000
Additional paid-in capital	2,853,880,000	2,847,823,000
Accumulated deficit	(329,480,000)	(480,215,000)
Accumulated other comprehensive loss	(24,152,000)	(7,889,000)
Treasury stock, at cost, 12,061 shares as of June 30, 2016 and 0 shares as of December 31, 2015	(1,231,000)
Total stockholders' equity	2,499,415,000	2,360,117,000
Noncontrolling interests	3,772,000	3,772,000
Total equity	2,503,187,000	2,363,889,000
Total liabilities and equity	$ 6,217,619,000	$ 5,721,582,000

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	39,846,036	39,714,838
Common stock, shares outstanding	39,833,975	39,714,838
Treasury stock, shares held	12,061	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenues:
Condominium rights and unit sales	$ 125,112	$ 86,513	$ 247,206	$ 121,370
Master Planned Community land sales	61,098	45,433	103,040	93,514
Minimum rents	42,036	36,989	83,345	72,183
Builder price participation	6,501	7,907	11,148	13,605
Tenant recoveries	10,923	10,701	21,451	20,368
Hospitality revenues	19,129	11,481	32,038	23,484
Other land revenues	2,759	3,145	5,792	6,438
Other rental and property revenues	4,593	6,994	7,797	13,291
Total revenues	272,151	209,163	511,817	364,253
Expenses and other income:
Condominium rights and unit cost of sales	79,726	56,765	154,541	79,174
Master Planned Community cost of sales	29,008	24,236	44,696	48,132
Master Planned Community operations	7,806	11,963	17,400	21,946
Other property operating costs	15,236	19,634	30,978	37,779
Rental property real estate taxes	7,329	6,568	14,077	12,768
Rental property maintenance costs	2,753	2,900	5,885	5,644
Hospitality costs	14,242	8,893	24,717	17,971
Provision for doubtful accounts	(352)	1,266	2,689	2,075
Demolition costs	490	1,496	962	1,613
Development-related marketing costs	6,339	5,594	10,870	11,837
General and administrative	20,053	19,606	40,377	38,569
Other income	(9,067)	(399)	(9,426)	(1,863)
Gain on sale of 80 South Street Assemblage			(140,479)
Depreciation and amortization	24,952	25,069	47,924	46,579
Total expenses, net of other income	198,515	183,591	245,211	322,224
Operating income	73,636	25,572	266,606	42,029
Interest income	435	271	704	407
Interest expense	(16,533)	(14,685)	(32,526)	(27,931)
Warrant liability (loss) gain	(44,150)	42,620	(14,330)	(66,190)
Equity in earnings from Real Estate and Other Affiliates	20,275	1,081	22,207	2,869
Income (loss) before taxes	33,663	54,859	242,661	(48,816)
Provision for income taxes	26,693	4,274	91,926	6,558
Net income (loss)	6,970	50,585	150,735	(55,374)
Net income attributable to noncontrolling interests		(12)		(12)
Net income (loss) attributable to common stockholders	$ 6,970	$ 50,573	$ 150,735	$ (55,386)
Basic income (loss) per share: (in dollars per share)	$ 0.18	$ 1.28	$ 3.82	$ (1.40)
Diluted income (loss) per share: (in dollars per share)	$ 0.16	$ 0.18	$ 3.53	$ (1.40)

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Comprehensive income (loss), net of tax:
Net income (loss)	$ 6,970	$ 50,585	$ 150,735	$ (55,374)
Other comprehensive income (loss):
Interest rate swaps (a)	(5,565)	196	(15,373)	708
Capitalized swap interest expense (b)	(254)	(53)	(317)	(112)
Pension adjustment (c)	(573)		(573)
Other comprehensive income (loss)	(6,392)	143	(16,263)	596
Comprehensive income (loss)	578	50,728	134,472	(54,778)
Comprehensive (income) loss attributable to noncontrolling interests		(12)		(12)
Comprehensive income (loss) attributable to common stockholders	$ 578	$ 50,716	$ 134,472	$ (54,790)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Interest rate swaps, deferred tax expense	$ (3)	$ 0.1	$ (8.3)	$ 0.6
Capitalized swap interest, deferred tax benefit	0	0.1	0.1	0.1
Pension adjustment, tax	$ 0.4	$ 0	$ 0.4	$ 0

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Stock [Member]	Noncontrolling Interest [Member]	Total
Balance at the beginning of the period at Dec. 31, 2014	$ 396	$ 2,838,013	$ (606,934)	$ (7,712)		$ 3,743	$ 2,227,506
Balance at the beginning of the period, shares at Dec. 31, 2014	39,638,094
Increase (Decrease) in Stockholders' Equity
Net income (loss)			(55,386)			12	(55,374)
Preferred dividend payment on behalf of REIT subsidiary						(29)	(29)
Interest rate swaps, net of tax				708			708
Capitalized swap interest, net of tax benefit				(112)			(112)
Stock plan activity	$ 2	4,253					4,255
Stock plan activity, shares	76,911
Balance at the end of the period at Jun. 30, 2015	$ 398	2,842,266	(662,320)	(7,116)		3,784	2,177,012
Balance at the end of the period, shares at Jun. 30, 2015	39,715,005
Balance at the beginning of the period at Dec. 31, 2015	$ 398	2,847,823	(480,215)	(7,889)		3,772	2,363,889
Balance at the beginning of the period, shares at Dec. 31, 2015	39,714,838
Increase (Decrease) in Stockholders' Equity
Net income (loss)			150,735				150,735
Interest rate swaps, net of tax				(15,373)			(15,373)
Pension adjustment, net of tax				(573)			(573)
Capitalized swap interest, net of tax benefit				(317)			(317)
Stock plan activity	$ 0	6,057					6,057
Stock plan activity, shares	131,198
Issuances of treasury stock					$ (1,231)		(1,231)
Issuances of treasury stock, shares					(12,061)
Balance at the end of the period at Jun. 30, 2016	$ 398	$ 2,853,880	$ (329,480)	$ (24,152)	$ (1,231)	$ 3,772	$ 2,503,187
Balance at the end of the period, shares at Jun. 30, 2016	39,846,036				(12,061)

CONDENSED CONSOLIDATED STATEME8

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash Flows from Operating Activities:
Net income (loss)	$ 150,735	$ (55,374)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation	41,126	37,155
Amortization	6,798	9,424
Amortization of deferred financing costs	3,747	3,192
Amortization of intangibles other than in-place leases	(710)	472
Straight-line rent amortization	(5,187)	(2,727)
Deferred income taxes	85,927	6,135
Restricted stock and stock option amortization	4,670	3,232
Gain on disposition of 80 South Street Assemblage	(140,479)
Warrant liability (gain) loss	14,330	66,190
Equity in earnings from Real Estate and Other Affiliates, net of distributions	(8,212)	1,437
Provision for doubtful accounts	2,689	2,075
Master Planned Community land acquisitions	(69)	(1,928)
Master Planned Community development expenditures	(70,678)	(83,868)
Master Planned Community cost of sales	41,310	44,792
Condominium development expenditures	(155,222)	(79,500)
Condominium rights and unit cost of sales	154,541	75,991
Percentage of completion revenue recognition from sale of condominium rights and unit sales	(247,206)	(121,370)
Net changes:
Accounts and notes receivable	(3,230)	(1,115)
Prepaid expenses and other assets	2,616	15,520
Condominium deposits received	51,573	18,423
Deferred expenses	(1,659)	240
Accounts payable and accrued expenses	(24,798)	(11,030)
Condominium deposits held in escrow	(51,573)	(18,423)
Condominium deposits released from escrow	15,661	90,425
Other, net	(3,535)	(325)
Cash used in operating activities	(136,835)	(957)
Cash Flows from Investing Activities:
Property and equipment expenditures	(7,339)	(3,863)
Operating property improvements	(5,712)	(4,401)
Property developments and redevelopments	(214,276)	(364,044)
Proceeds from grant to reimburse development costs	2,915
Proceeds from disposition of 80 South Street Assemblage, net	378,257
Proceeds from insurance claims	3,107
Investment in KR Holdings, LLC		9,121
Distributions from Real Estate and Other Affiliates	12,002
Note issued to Real Estate Affiliate	(25,000)
Proceeds from repayment of note to Real Estate Affiliate	25,000
Investments in Real Estate and Other Affiliates, net	(11,813)	(501)
Change in restricted cash	4,658	(1,485)
Cash provided by (used in) investing activities	161,799	(365,173)
Cash Flows from Financing Activities:
Proceeds from mortgages, notes and loans payable	207,561	310,822
Principal payments on mortgages, notes and loans payable	(4,492)	(14,900)
Deferred financing costs	(1,303)	(1,614)
Taxes paid on vested restricted stock	(1,231)
Cash provided by financing activities	200,535	294,308
Net change in cash and cash equivalents	225,499	(71,822)
Cash and cash equivalents at beginning of period	445,301	560,451
Cash and cash equivalents at end of period	670,800	488,629
Supplemental Disclosure of Cash Flow Information:
Interest paid	57,335	48,460
Interest capitalized	28,681	23,074
Income taxes paid	3,067	2,067
Non-Cash Transactions:
Special Improvement District bond transfers associated with land sales	3,386	3,340
Property developments and redevelopments		(4,534)
Accrued interest on construction loan borrowing	3,005	1,359
MPC Land contributed to Real Estate Affiliate		15,234
Special Improvement District bond transfer to Real Estate Affiliate		(1,518)
Capitalized stock compensation	$ 1,387	$ 1,262

BASIS OF PRESENTATION AND ORGAN

BASIS OF PRESENTATION AND ORGANIZATION	6 Months Ended
	Jun. 30, 2016
BASIS OF PRESENTATION AND ORGANIZATION
BASIS OF PRESENTATION AND ORGANIZATION	NOTE 1   BASIS OF PRESENTATION AND ORGANIZATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), with intercompany transactions between consolidated subsidiaries eliminated for interim financial statements. 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”), these condensed consolidated financial statements do not include all of the information and disclosures required by GAAP for complete financial statements. Readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) should refer to The Howard Hughes Corporation’s (“HHC” or the “Company”) audited Consolidated Financial Statements which are included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2015, filed on February 29, 2016 with the SEC. Certain amounts in 2015 have been reclassified to conform to 2016 presentation. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations, comprehensive income (loss), cash flows and equity for the interim periods have been included. The results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016. Management has evaluated for disclosure or recognition all material events occurring subsequent to the date of the condensed consolidated financial statements up to the date and time this Quarterly Report was filed.

RECENTLY ISSUED ACCOUNTING PRON

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jun. 30, 2016
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	NOTE 2   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 2016, the FASB issued ASU 2016- 13, “ Financial Instruments—Credit Losses .” The standard modifies the impairment model for most financial assets, including trade accounts receivables and loans, and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The effective date of the standard is for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019 for public companies. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Payment Accounting .” The standard amends several aspects of accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance will require entities to recognize all income tax effects of awards in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 will be effective as of January 1, 2017. Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “ Leases .” ASU 2016-02, codified in Accounting Standards Codification (“ASC”) 842, amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of 2019. Early adoption of ASU 2016-02 is permitted. The new Leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, “ Consolidation (Topic 810) - Amendments to the Consolidation Analysis .” The standard modifies whether: (1) fees paid to a decision maker or service provider represent a variable interest; (2) a limited partnership or similar entity has the characteristics of a variable interest entity (“VIE”) per consolidation guidance in ASC 810-10-65; and (3) a reporting entity is the primary beneficiary of a VIE. The effective date of the standard is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies. We adopted the standard as of January 1, 2016, and there was no impact on our consolidated financial statements. In May 2014, the FASB and International Accounting Standards Board (“IASB”) issued ASU 2014-09 “ Revenues from Contracts with Customers (Topic 606) .” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The effective date of this standard is for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted after December 15, 2016. Entities have the option of using either a full retrospective or a modified approach. Preliminary assessments of our revenue streams indicate that after adoption we will not be able to recognize revenue for condominium projects on a percentage of completion basis and generally revenue will be recognized when the units close and the title has transferred to the buyer. We are continuing to evaluate the new guidance to determine the impact on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “ Presentation of Financial Statements — Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern .” This ASU requires management to assess an entity’s ability to continue as a going concern. This ASU is effective for the annual and interim periods ending after December 15, 2016 and for annual and interim periods thereafter. We do not expect the adoption of this ASU to have an impact on our consolidated financial statements.

SPONSOR AND MANAGEMENT WARRANTS

SPONSOR AND MANAGEMENT WARRANTS	6 Months Ended
	Jun. 30, 2016
SPONSOR AND MANAGEMENT WARRANTS
SPONSOR AND MANAGEMENT WARRANTS	NOTE 3   SPONSOR AND MANAGEMENT WARRANTS On November 9, 2010, we issued warrants to purchase shares of our common stock to certain of our sponsors (the “Sponsor Warrants”). The exercise price for the warrants of $50.00 per share and the number of shares of common stock underlying each warrant are subject to adjustment for future stock dividends, splits or reverse splits of our common stock or certain other events. The 1,916,667 of Sponsor Warrants outstanding are exercisable at any time and expire on November 9, 2017. In November 2010 and February 2011, we entered into certain agreements (the “Management Warrants”) with David R. Weinreb, our Chief Executive Officer, Grant Herlitz, our President, and Andrew C. Richardson, our Chief Financial Officer, in each case prior to his appointment to such position to purchase shares of our common stock. The Management Warrants represent 2,862,687 underlying shares, which may be adjusted pursuant to a net settlement option, were issued pursuant to such agreements at fair value in exchange for a combined total of approximately $19.0 million in cash from such executives at the commencement of their respective employment. Mr. Weinreb and Mr. Herlitz’s warrants have exercise prices of $42.23 per share and Mr. Richardson’s warrants have an exercise price of $54.50 per share. Generally, the Management Warrants become exercisable in November 2016 and expire in February 2018. As of June 30, 2016, the estimated $124.1 million fair value for the Sponsor Warrants representing warrants to purchase 1,916,667 shares and the estimated $198.0 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares have been recorded as liabilities because the holders of these warrants could require us to settle such warrants in cash upon a change of control. The estimated fair values for the outstanding Sponsor Warrants and Management Warrants were $ 123.1 million and $184.7 million, respectively, as of December 31, 2015 . The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data, as further discussed in Note 7 – Fair Value of Financial Instruments . Decreases and increases in the fair value of the Sponsor Warrants and the Management Warrants are recognized as either warrant liability gains or losses, respectively, in the condensed consolidated statements of operations.

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Jun. 30, 2016
EARNINGS PER SHARE
EARNINGS PER SHARE	NOTE 4   EARNINGS PER SHARE Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted ‑average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of options and nonvested stock issued under stock ‑based compensation plans is computed using the “treasury stock” method. The dilutive effect of the Sponsor Warrants and Management Warrants is computed using the if ‑converted method. Gains associated with the changes in the fair value of the Sponsor Warrants and Management Warrants are excluded from the numerator in computing diluted earnings per share because inclusion of such gains in the computation would be anti ‑dilutive. Information related to our EPS calculations is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2016 2015 2016 2015 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 and six months ended June 30, 2016 excludes 363,000 stock options and 402,500 stock options, respectively, because their inclusion would have been anti-dilutive. The diluted EPS computation for the three and six months ended June 30, 2016 excludes 8,729 shares of restricted stock and 9,254 shares of restricted stock, respectively, because performance conditions have not been met. 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 1,048,750 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.

RECENT TRANSACTIONS

RECENT TRANSACTIONS	6 Months Ended
	Jun. 30, 2016
RECENT TRANSACTIONS
RECENT TRANSACTIONS	NOTE 5   RECENT TRANSACTIONS On March 16, 2016, we sold the 80 South Street Assemblage (“80 South Street”) for net cash proceeds of $378.3 million, resulting in a pre-tax gain of $140.5 million. 80 South Street was comprised of a 42,694 square foot lot with certain air rights, providing total residential and commercial development rights of 817,784 square feet that had been acquired over the course of 2014 and 2015.

IMPAIRMENT

IMPAIRMENT	6 Months Ended
	Jun. 30, 2016
IMPAIRMENT
IMPAIRMENT	NOTE 6   IMPAIRMENT We review our real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. GAAP related to the impairment or disposal of long ‑lived assets requires that if impairment indicators exist and expected undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of the asset to its fair value. The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above or below market rate of return. Each investment in Real Estate and Other Affiliates as discussed in Note 8 – Real Estate and Other Affiliates is evaluated periodically for recoverability and valuation declines that are other-than-temporary. If the decrease in value of our investment in a Real Estate and Other Affiliate is deemed to be other-than-temporary, our investment in such Real Estate and Other Affiliate is reduced to its estimated fair value. No impairment charges were recorded during the six months ended June 30, 2016 or June 30, 2015. We continually evaluate our strategic alternatives with respect to each of our properties and may revise our strategy from time to time, including our intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, we may decide to sell property that is held for use, and the sale price may be less than the carrying amount. As a result, these changes in strategy could result in impairment charges in future periods.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2016
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 7   FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 820, Fair Value Measurement , emphasizes that fair value is a market-based measurement that should be determined on the assumptions market participants would use in pricing an asset or liability. The standard establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring assets or liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the asset or liability. Assets or liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree or judgment used in measuring fair value. The following table presents the fair value measurement hierarchy levels required under ASC 820 for each of our assets and liabilities that are measured at fair value on a recurring basis: June 30, 2016 December 31, 2015 Fair Value Measurements Using Fair Value Measurements Using (In thousands) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ $ $ — $ — $ $ $ — $ — Liabilities: Warrants — — — — Interest Rate Swaps & Caps — — — — Cash equivalents consist of registered money market mutual funds which invest in United States treasury securities that are valued at the net asset value of the underlying shares in the funds as of the close of business at the end of each period. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves. The valuation of warrants is based on an option pricing model, utilizing inputs which are classified as Level 3 due to the unavailability of comparable market data. The following table presents a rollforward of the valuation of our Sponsor and Management warrants: (In thousands) 2016 2015 Balance as of January 1 $ $ Warrant liability loss (a) Balance as of June 30 $ $ (a) All losses during 2016 and 2015 were unrealized. Changes in the fair value of the Sponsor and Management Warrants are recognized in net income as a warrant liability gain or loss. The inputs to the valuation model include the fair value of stock related to the warrants, exercise price and term of the warrants, expected volatility, risk-free interest rate and dividend yield and, with respect to the Management Warrants, a discount for lack of marketability. Generally, an increase in expected volatility would increase the fair value of the liability, while a decrease in expected volatility would decrease the fair value of the liability, but the impact of the volatility on fair value diminishes as the market value of the stock increases above the strike price . As the period of restriction lapses, the marketability discount reduces to zero and increases the fair value of the warrants. The significant unobservable inputs used in the fair value measurement of our warrants as of June 30, 2016 and December 31, 2015 are as follows: Unobservable Inputs Expected Volatility (a) Marketability Discount (b) June 30, 2016 30.9% 5.0% - 7.0% December 31, 2015 27.4% 10.0% - 12.0% (a) Based on our implied equity volatility. (b) Represents the discount rate for lack of marketability of the Management Warrants. The estimated fair values of our financial instruments that are not measured at fair value on a recurring basis are as follows: June 30, 2016 December 31, 2015 (In thousands) Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets: Cash Level 1 $ $ $ $ Notes receivable, net (a) Level 3 Liabilities: Fixed-rate debt Level 2 $ $ $ $ Variable-rate debt Level 2 (a) Notes receivable is shown net of an allowance of $ 0.6 million as of June 30, 2016 and $0.2 million as of December 31, 2015. Notes receivable are carried at net realizable value which approximates fair value. The estimated fair values are based on certain factors, such as current interest rates, terms of the note and credit worthiness of the borrower. The fair value of fixed-rate debt in the table above, not including our Senior Notes (please refer to Note 9 – Mortgages, Notes and Loans Payable ), was estimated based on a discounted future cash payment model, which includes risk premiums and a risk free rate derived from the current London Interbank Offered Rate (“LIBOR”) or U.S. Treasury obligation interest rates. The discount rates reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The fair values of our Senior Notes, included in fixed-rate debt in the table above, are based upon the last trade price closest to the end of the period presented. The carrying amounts for our variable-rate debt approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities. The carrying amounts of cash and cash equivalents and accounts receivable approximate fair value because of the short ‑term maturity of these instruments.

REAL ESTATE AND OTHER AFFILIATE

REAL ESTATE AND OTHER AFFILIATES	6 Months Ended
	Jun. 30, 2016
REAL ESTATE AND OTHER AFFILIATES
REAL ESTATE AND OTHER AFFILIATES	NOTE 8   REAL ESTATE AND OTHER AFFILIATES In the ordinary course of business, we enter into partnerships or joint ventures primarily for the development and operations of real estate assets that are referred to as “Real Estate and Other Affiliates.” These partnerships or joint ventures are accounted for in accordance with FASB ASC 810 Consolidation . In accordance with ASC 810, we assess our joint ventures at inception to determine if any meet the qualifications of a VIE. We consider a partnership or joint venture a VIE if: (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity); or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, we reassess our initial determination of whether the partnership or joint venture is a VIE. We perform a qualitative assessment of each VIE to determine if we are the primary beneficiary, as required by ASC 810. A company has a controlling financial interest and must consolidate the VIE if it has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s performance, and (2) “benefits,” defined as the obligation to absorb the losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. The variable interest model requires a reporting entity to reevaluate whether an entity is a VIE upon the occurrence of certain significant events as listed in ASC 810-10-35-4, including any event that changes the design of the entity and calls into question the entity’s sufficiency of equity at risk or characteristics of a controlling financial interest (i.e. amendments to legal governing documents, returns or additions of equity, curtailments or modifications to activities in a way that impacts the equity at risk, etc.). We account for investments in joint ventures which are not VIEs where we own a non-controlling interest and investments in joint ventures deemed to be VIEs for which we are not considered to be the primary beneficiary but have significant influence using the equity method. We use the cost method to account for investments where we do not have significant influence over the joint venture’s operations and financial policies. Generally, the operating agreements with respect to our Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. Our investment in Real Estate and Other Affiliates that are reported on the equity and cost methods are as follows: Economic/Legal Ownership Carrying Value Share of Earnings/Dividends June 30, December 31, June 30, December 31, Three Months Ended June 30, Six Months Ended June 30, ($ in Thousands) 2016 2015 2016 2015 2016 2015 2016 2015 Equity Method Investments Master Planned Communities: The Summit (a) — (a) — (a) $ $ $ $ — $ $ — Operating Assets: Grandview SHG, LLC (a) % — % — — — Millennium Woodlands Phase II, LLC (b) (c) % % — — Stewart Title % % Clark County Las Vegas Stadium, LLC (c) % % The Metropolitan Downtown Columbia (d) % % Woodlands Sarofim % % Strategic Developments: Circle T Ranch and Power Center (a) % % — — HHMK Development (c) % % — — KR Holdings (c) % % m.flats (formerly Parcel C) (a) (c) % % — — — — Constellation (a) (c) % % — — — — Cost method investments — — Investment in Real Estate and Other Affiliates $ $ $ $ $ $ (a) Please refer to the discussion below for a description of the joint venture ownership structure. (b) Millennium Woodlands Phase II, LLC was placed into service in the third quarter 2014. The investment balance is in a deficit position, which is reported in Accounts payable and accrued expenses. As of July 20, 2016, we acquired our joint venture partner’s interest in this property, as discussed in Note 5 – Recent Transactions . (c) Equity method variable interest entity (“VIE”). As of first quarter 2016, m.flats was no longer a VIE. (d) The Metropolitan Downtown Columbia was placed into service in the first quarter 2015. We are not the primary beneficiary of any of the VIEs listed above because we do not have the power to direct activities that most significantly impact the economic performance of such joint ventures and therefore we report our interests using the equity method. Our maximum exposure to loss as a result of these investments is limited to the aggregate carrying value of the investment as we have not provided any guarantees or otherwise made firm commitments to fund amounts on behalf of these VIEs. The aggregate carrying value of the unconsolidated VIEs was $ 13.3 million and $ 21.5 million as of June 30, 2016 and December 31, 2015, and was classified as Investment in Real Estate and Other Affiliates in the condensed consolidated balance sheets. As of June 30, 201 6 approximately $ 134.6 million of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our share was approximately $ 74.6 million based upon our economic ownership. All of this indebtedness is without recourse to us. We are the primary beneficiary of one VIE which is consolidated in the financial statements. The creditors of the consolidated VIE do not have recourse to us. As of June 30, 201 6, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $ 21.5 million and $ 1.2 million, respectively. As of December 31, 2015, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $21.5 million and $1.1 million, respectively. The assets of the VIE are restricted for use only by the particular VIE and are not available for our general operations. Our recent significant investments in Real Estate Affiliates and the related accounting considerations are described below. The Summit During the first quarter 2015, we formed DLV/HHPI Summerlin, LLC (“The Summit”) a joint venture with Discovery Land Company (“Discovery”). At formation, we contributed land with a book basis of $13.4 million and transferred Special Improvement District (“SID”) bonds related to such land with a carrying value of $1.3 million to the joint venture at an agreed upon capital contribution value of $ 125.4 million, or $226,000 per acre. Discovery is required to fund up to a maximum of $30.0 million cash as its capital contribution, and we have no further capital obligations. The gain on the contributed land will be recognized in Equity in earnings from Real Estate and Other Affiliates as the joint venture sells lots. After receipt of our capital contribution and a 5.0% preferred return, Discovery is entitled to a 5.0% return on its capital contributions, if any, plus cash distributions by the joint venture until it has received two times its equity contribution. Any further cash distributions are shared 50/50. Discovery is the manager of the project, and development began in the second quarter 2015. As of July 15, 2016, the project has contracted for approximately $122.3 million in land sales, of which $48.2 million in lot closings were completed in the second quarter 2016, resulting in Equity in earnings to us of $8.9 million. Given the nature of the venture’s capital structure, our share of the venture’s income producing activities is recognized based on the Hypothetical Liquidation Book Value (“HLBV”) method, which is an amount equal to the change in our underlying share of the hypothetical distribution assuming all of the venture’s net assets were liquidated at book value. Grandview SHG, LLC In January 2016, we entered into a joint venture with Grandview SHG, LLC (“Grandview”) which purchased a hotel located at 33 Peck Slip in the Seaport District of New York. We advanced a bridge loan of $25.0 million at a 5.0% interest rate to the joint venture at closing to expedite the acquisition, which was repaid in full in June 2016. In the second quarter 2016, upon complet ion of a refinancing of the property with a $36.0 million redevelopment loan, we made an additional capital contribution of $2.3 million. Our total investment in the joint venture is $8.2 million as of June 30, 2016. We and our partner are in the process of evaluating potential development plans for the property. Millennium Woodlands Phase II On July 20, 2016, we purchased our joint venture partner’s 18.57% interest in Millennium Woodlands Phase II for $4.0 million and distributed excess cash of approximately $0.5 million to the partners. The venture developed, owns and operates a 314 unit multi-family property in The Woodlands. Simultaneously with the buyout, we replaced the joint venture’s existing $37.7 million loan and secured a $42.5 million fixed-rate loan at 3.39% maturing August 1, 2028. Circle T Ranch and Power Center On June 1, 2016, the Circle T Ranch joint venture sold approximately 74 acres. As a result of the land sale, in the three and six months ended June 30, 2016 we recognized $10.5 million as our share of the joint venture earnings in Equity in earnings from Real Estate and Other Affiliates. m.flats On October 4, 2013, we entered into a joint venture agreement with a local developer, Kettler, Inc. (“Kettler”), to construct an apartment complex with ground floor retail in Downtown Columbia, Maryland. We contributed approximately five acres of land having a book value of $4.0 million to the joint venture and subsequently incurred an additional $3.1 million in capitalized development costs for a total book value contribution of $7.1 million. Our land was valued at $23.4 million, or $53,500 per constructed unit. In January 2016, the venture closed on an $88.0 million construction loan which is non-recourse to us and bears interest at one-month LIBOR plus 2.40% with an initial maturity date of February 2020, with three, one -year extension options. At loan closing, Kettler contributed $16.1 million in cash, of which $7.3 million was distributed to us. This transaction was accounted for as a partial sale of the land for which we recognized a net profit of $0.2 million in the three months ended March 30, 2016. We contributed $2.4 million in the three months ended June 30, 2016, and we are required to fund an additional $3.9 million into this joint venture. Constellation On January 24, 2014, we entered into a joint venture with a national multi-family real estate developer, The Calida Group (“Calida”), to construct, own and operate a 124 -unit gated luxury apartment development in downtown Summerlin. We own 50% of the venture and unanimous consent of the partners is required for all major decisions. This project represents the first residential development in Summerlin’s 400 -acre downtown. In the first quarter 2015, we contributed a 4.5 -acre parcel of land with an agreed value of $3.2 million in exchange for a 50% interest in the venture. Our partner contributed $3.2 million of cash for their 50% interest, is the development manager, funded all pre-development activities, obtained construction financing in the first quarter 2015 and provided guarantees required by the lender. The project is financed by a $15.8 million construction loan which is non-recourse to us, of which $ 9.3 million is outstanding as of June 30, 2016. In the fourth quarter 2015, we contributed an additional $1.0 million to the joint venture to fund development costs. Upon a sale of the property, we are entitled to 50% of the proceeds up to, and 100% of the proceeds in excess of, an amount determined by applying a 7.0% capitalization rate to net operating income. The venture commenced construction in February 2015 and will complete the project in phases. The first units are currently available for rent, and we expect new tenants to take occupancy in the third quarter 2016.

MORTGAGES, NOTES AND LOANS PAYA

MORTGAGES, NOTES AND LOANS PAYABLE	6 Months Ended
	Jun. 30, 2016
MORTGAGES, NOTES AND LOANS PAYABLE
MORTGAGES, NOTES AND LOANS PAYABLE	NOTE 9   MORTGAGES, NOTES AND LOANS PAYABLE Mortgages, notes and loans payable are summarized as follows: June 30, December 31, (In thousands) 2016 2015 Fixed-rate debt: Collateralized mortgages, notes and loans payable $ $ Special Improvement District bonds Variable-rate debt: Collateralized mortgages, notes and loans payable (a) Deferred Financing Costs, net of accumulated amortization of $14.7 million and $12.7 million, respectively Total mortgages, notes and loans payable $ $ (a) As more fully described below, $ 207.6 million and $209.5 million of variable ‑rate debt has been swapped to a fixed-rate for the term of the related debt as of June 30, 2016 and December 31, 2015, respectively. The following table presents our mortgages, notes, and loans payable by property: Maximum Carrying Value Interest Facility June 30, December 31, ($ In thousands) Maturity (a) Rate Amount 2016 2015 Master Planned Communities Bridgeland Credit Facility November 2022 % $ $ $ 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 South SID Bonds - S159 June 2035 % Summerlin West SID Bonds - S808/S810 April 2031 % — Summerlin West SID Bonds - S812 October 2035 % The Woodlands Master Credit Facility August 2018 % (b) Master Planned Communities Total Operating Assets 10-60 Columbia Corporate Centers May 2022 % (b)(c) 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 % Embassy Suites at Hughes Landing October 2020 % (b) One Hughes Landing December 2029 % Two Hughes Landing December 2030 % 1725-35 Hughes Landing Boulevard June 2019 % (b) Hughes Landing Retail December 2018 % (b) 1701 Lake Robbins April 2017 % Millennium Waterway Apartments June 2022 % 110 N. Wacker October 2019 % (d) 9303 New Trails December 2023 % One Lakes Edge November 2016 % (b) Outlet Collection at Riverwalk October 2018 % (b) 3831 Technology Forest Drive March 2026 % The Westin at The Woodlands August 2019 % (b) The Woodlands Resort & Conference Center December 2020 % (b) Ward Village September 2016 % (b)(e) 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 HHC 242 Self Storage Facility October 2021 % (b) — HHC 2978 Self Storage Facility January 2022 % (b) — — Lakeland Village Center May 2020 % (b) — Merriweather Post Pavilion October 2021 % (b) — One Merriweather February 2020 % (b) — Three Hughes Landing December 2017 % (b) Waiea and Anaha Condominiums November 2019 % (b) Strategic Developments Total Other Corporate Financing Arrangements June 2018 % Senior Notes October 2021 % Unamortized underwriting fees Deferred Financing Costs, net Total mortgages, notes, and loans payable $ $ (a) Maturity date includes any extension periods that can be exercised at our option at the initial maturity date, subject to customary extension terms that based on current property performance projections, we expect to meet. Such terms may include but are not limited to minimum debt service coverage, minimum occupancy levels and other performance criteria. (b) The interest rate presented is based on the one month LIBOR rate, which was 0.45% at June 30, 2016. (c) $40.0 million of the outstanding principal balance is swapped to a 3.41% fixed-rate through maturity. (d) The $24.6 million outstanding principal balance is swapped to a 5.21% fixed-rate through maturity. (e) $143.0 million of the outstanding principal balance is swapped to a 3.81% fixed-rate through maturity. As of June 30, 2016 there is no undrawn availability on this facility. Management expects to refinance this note in the third quarter 2016. The weighted average interest rate on our mortgages, notes and loans payable, excluding interest rate hedges, was 4.56% and 4.44% as of June 30, 2016 and December 31, 2015, respectively. All of the mortgage debt is secured by the individual properties listed in the table above and is non-recourse to HHC, except for: (i) $750.0 million of Senior Notes; (ii) $311.8 million financing for the Downtown Summerlin development which has an initial maximum recourse of 35% of the outstanding balance, which will reduce to 15.0% upon completion of the project and achievement of a 1.15 :1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25 :1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot. As of June 30, 2016, 35% of the outstanding loan balance remains recourse to HHC; (iii) $64.4 million of construction financing for the Outlet Collection at Riverwalk with an initial maximum recourse of 50% of the outstanding balance, which will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for twelve months. As of June 30, 2016, 50% of the outstanding loan balance remains recourse to HHC; (iv) $17.4 million of Other Corporate Financing Arrangements; and (v) $7.0 million of the 110 N. Wacker mortgage. Certain of our loans contain provisions which grant the lender a security interest in the operating cash flow of the property that represents the collateral for the loan. Certain mortgage notes may be prepaid, but may be subject to a prepayment penalty equal to a yield maintenance premium, defeasance, or a percentage of the loan balance. As of June 30, 2016, land, buildings and equipment and developments with a cost basis of $2.4 billion have been pledged as collateral for our mortgages, notes and loans payable. As of June 30, 2016, we were in compliance with all of the financial covenants related to our debt agreements. Master Planned Communities On November 9, 2015, we refinanced $15.2 million of existing debt in connection with closing on a modification which increased the Bridgeland Credit Facility to $65.0 million. The facility bears interest at three-month LIBOR plus 3. 15% , with a 4.60% floor, and has an initial maturity date of November 2020 with two , one -year extension options. The proceeds are intended to provide working capital at Bridgeland for development efforts necessary to meet the demand of homebuilders for finished lots in the community. The Woodlands Master Credit Facility was amended and restated on July 31, 2015 to a $200.0 million maximum facility amount consisting of a $100.0 million term loan and a $100.0 million revolver (together, the “TWL Facility”). The TWL Facility bears interest at one-month LIBOR plus 2.75% and has an August 2016 initial maturity date with two , one –year extension options. In July, we exercised our first one-year extension option, which requires a reduction of the total commitment to $175.0 million and semi-annual principal payments of $25.0 million beginning on December 31, 2016 and continuing through a second, optional one-year extension period . The TWL Facility and The Woodlands Resort & Conference Center loans are recourse to the entities that directly own The Woodlands operations. The TWL Facility also contains certain covenants that, among other things, require the maintenance of specified financial ratios, limit the incurrence of additional recourse indebtedness at The Woodlands, and limit distributions from The Woodlands to us based on a loan ‑to ‑value test. The amendment also modified certain covenants to allow for more construction loan guarantees by the entities that directly own The Woodlands than would otherwise have been permitted by the prior facility. The Summerlin MPC uses SID bonds to finance certain common infrastructure improvements. These bonds are issued by the municipalities and are secured by the assessments on the land. The majority of proceeds from each bond issued is held in a construction escrow and disbursed to us as infrastructure projects are completed, inspected by the municipalities and approved for reimbursement. Accordingly, the SID bonds have been classified as debt, and the Summerlin MPC pays the debt service on the bonds semi ‑annually. As Summerlin sells land, the buyers assume a proportionate share of the bond obligation at closing, and the residential sales contracts provide for the reimbursement of the principal amounts that we previously paid with respect to such proportionate share of the bond. In 2016, no new SID bonds have been issued and $3.4 million in obligations were assumed by buyers. Operating Assets Our $250.0 million first mortgage financing secured by the Ward Centers bears interest at LIBOR plus 2.50% and matures on September 29, 2016. There was no undrawn availability on the $238.7 million balance as of June 30, 2016, and a refinance of the facility is currently underway and expected to close in the third quarter 2016. Strategic Developments On February 25, 2016, we closed on a $49.9 million non-recourse construction loan for One Merriweather. The loan bears interest at one-month LIBOR plus 2.15% with an initial maturity date of February 25, 2020, with a one -year extension option. $0.2 million was drawn on this loan as of June 30, 2016. On January 27, 2016, we closed on a $6.4 million non-recourse construction loan for the HHC 2978 Self-Storage Facility, bearing interest at one-month LIBOR plus 2.60% with an initial maturity date of January 2020, with two , one -year extension options. No amounts were drawn on this loan as of June 30, 2016. Corporate On October 2, 2013, we issued $750.0 million in aggregate principal amount of 6.875% Senior Notes due 2021 (the “Senior Notes”). Interest is payable semiannually, on April 1 and October 1 of each year. At any time prior to October 1, 2016, we may redeem up to 35% of the Senior Notes at a price equal to 106.875% using the proceeds from equity offerings. We may redeem all or part of the Senior Notes at any time with a declining call premium thereafter to maturity. The Senior Notes contain customary terms and covenants for non ‑investment grade senior notes and have no maintenance covenants.

DERIVATIVE INSTRUMENTS AND HEDG

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	6 Months Ended
	Jun. 30, 2016
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	NOTE 10   DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to interest rate risk related to our variable interest rate debt, and we manage this risk by utilizing interest rate derivatives. Our objective in using interest rate derivatives is to add stability to interest costs by reducing our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps, forward-starting swaps, and caps as part of our interest rate risk management strategy. As of June 30, 2016, we had interest rate swaps with gross notional amounts of $207.6 million and a $100.0 million interest rate cap, both of which were designated as effective cash flow hedges of interest rate risk. We also have $250.0 million in gross notional amounts of forward-starting interest rate swaps that become effective December 31, 2017 to hedge a portion of anticipated future fixed-rate debt issuance. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company’s fixed ‑rate payments over the life of the agreements without exchange of the underlying notional amount. The three forward-starting interest rate swaps are designated as cash flow hedges of the variability of the anticipated interest rate of our long-term financing needs at our Downtown Summerlin property. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up ‑front premium. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the six months ended June 30, 2016 and June 30, 2015, the ineffective portion recorded in earnings was insignificant. If the derivative contracts are terminated prior to their maturity, the amounts previously recorded in AOCI are recognized into earnings over the period that the hedged transaction impacts earnings. If the hedging relationship is discontinued because it is probable that the forecasted transaction will not occur according to the original strategy, any related amounts previously recorded in AOCI are recognized in earnings immediately. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable ‑rate debt. Over the next 12 months, we estimate that an additional $1.3 million will be reclassified to interest expense. The table below presents the fair value of our derivative financial instruments, which are included in accounts payable and accrued liabilities in the condensed consolidated balance sheets: June 30, December 31, (In thousands) 2016 2015 Interest Rate Swaps & Caps $ $ Forward-Starting Swaps Total derivatives designated as hedging instruments $ $ The tables below present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 : Three Months Ended June 30, Three Months Ended June 30, 2016 2015 Location of Loss 2016 2015 Reclassified Amount of (Loss) Amount of (Loss) (In thousands) Amount of (Loss) Amount of (Loss) from AOCI into Reclassified from Reclassified from Cash Flow Hedges Recognized in OCI Recognized in OCI Earnings AOCI into Earnings AOCI into Earnings Interest Rate Swaps & Caps $ $ Interest Expense $ $ Forward-Starting Swaps — Interest Expense — — $ $ $ $ Six Months Ended June 30, Six Months Ended June 30, 2016 2015 Location of Loss 2016 2015 Reclassified Amount of (Loss) Amount of (Loss) (In thousands) Amount of (Loss) Amount of (Loss) from AOCI into Reclassified from Reclassified from Cash Flow Hedges Recognized in OCI Recognized in OCI Earnings AOCI into Earnings AOCI into Earnings Interest Rate Swaps & Caps $ $ Interest Expense $ $ Forward-Starting Swaps — Interest Expense — — $ $ $ $

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2016
INCOME TAXES
INCOME TAXES	NOTE 11 INCOME TAXES Unrecognized tax benefits pursuant to uncertain tax positions were $36.5 million as of June 30, 2016 and December 31, 2015, respectively, none of which would impact our effective tax rate. We have significant permanent differences, primarily from warrant liability gains and losses and changes in valuation allowances that cause our effective tax rate to deviate from statutory rates. The effective tax rates, based upon actual operating results, were 79.3% and 37.9% for the three and six months ended June 30, 2016 compared to 7.8% and (13.4)% for the three and six months ended June 30, 2015. The changes in the tax rates were primarily attributable to changes in the warrant liability, valuation allowance related to our deferred tax assets, as well as other items which are permanent differences for tax purposes. The increase in deferred tax liabilities between December 31, 2015 and June 30, 2016 is due primarily to the utilization of federal tax assets used to offset the tax gain on the sale of the 80 South Street Assemblage.

STOCK-BASED PLANS

STOCK-BASED PLANS	6 Months Ended
	Jun. 30, 2016
STOCK-BASED PLANS
STOCK-BASED PLANS	NOTE 12   STOCK BASED PLANS Our stock based plans are described and informational disclosures are provided in the Notes to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2015. Stock Options The following table summarizes our stock option plan: Stock Options Weighted Average Exercise Price Stock Options outstanding at December 31, 2015 $ Granted Forfeited Stock Options outstanding at June 30, 2016 Compensation costs related to stock options were $ 0 .5 million and $ 2.3 million for the three and six months ended June 30, 2016, respectively, of which $0.2 million and $0.8 million were capitalized to development projects during the same periods. Stock option costs were $1.2 million and $1.8 million for the three and six months ended June 30, 2015, respectively, of which $0.6 million and $1.1 million were capitalized to development projects during the same periods. Restricted Stock The following table summarizes restricted stock activity: Restricted Stock Weighted Average Grant Date Fair Value Restricted stock outstanding at December 31, 2015 $ Granted Vested Forfeited Restricted Stock outstanding at June 30, 2016 Compensation expense related to restricted stock awards was $ 1.8 million and $3.4 million for the three and six months ended June 30, 2016, respectively, of which $0.3 million and $0.6 million were capitalized to development projects during the same periods. Compensation expense related to restricted stock awards was $1.4 million and $2.5 million for the three and six months ended June 30, 2015, respectively, of which $0.3 million and $0.5 million were capitalized to development projects during the same periods.

OTHER ASSETS AND LIABILITIES

OTHER ASSETS AND LIABILITIES	6 Months Ended
	Jun. 30, 2016
OTHER ASSETS AND LIABILITIES
OTHER ASSETS AND LIABILITIES	NOTE 13   OTHER ASSETS AND LIABILITIES Prepaid Expenses and Other Assets The following table summarizes the significant components of Prepaid expenses and other assets. June 30, December 31, (In thousands) 2016 2015 Condominium receivables (a) $ $ Condominium deposits Special Improvement District receivable In-place leases Below-market ground leases Above-market tenant leases Equipment, net of accumulated depreciation of $4.7 million and $3.9 million, respectively Security and escrow deposits Tenant incentives and other receivables Prepaid expenses Federal income tax receivable Intangibles Uncertain tax position asset Other $ $ (a) Of the total Condominium receivables, $ 329.7 million are expected to be collected in 2016 and $94.2 million are expected to be collected in 2017, consistent with anticipated closings of the respective condominium projects. The $251.4 million net increase primarily relates to the following increases: a $2 32.9 million increase in condominium receivables, which represents revenue recognized in excess of buyer deposits received for our Ward Village Condominium projects, an increase in condominium deposits of $35.9 million due to deposits for sales of units and $0.2 million in other increases. These increases were partially offset by the following decreases: a net $ 7.7 million decrease in security and escrow deposits mostly attributable to our January 2016 investment in the Grandview SHG, LLC joint venture; a decrease of $5.1 million relating primarily to the amortization of in-place leases; a net decrease in other prepaids of $2.3 million which was primarily due to the reimbursement from a tenant in the three months ended June 30, 2016; and a $2.5 million decrease in other small net changes. Accounts Payable and Accrued Expenses The following table summarizes the significant components of Accounts payable and accrued expenses. June 30, December 31, (In thousands) 2016 2015 Construction payables $ $ Deferred income Condominium deposit liabilities Accounts payable and accrued expenses Tenant and other deposits Accrued interest Accrued payroll and other employee liabilities Accrued real estate taxes Interest rate swaps Above-market ground leases Other $ $ Total accounts payable and accrued expenses increased by $57.4 million. This net increase primarily includes the following increases: a $37.2 million increase in condominium deposits liability; an increase of $ 3.8 million in accounts payable and accrued expenses; an increase of $8.1 million in construction payables; an increase of $23.5 million in interest rate swaps liability primarily due to a decrease in fair value of the forward-starting swaps; and $1.8 million in other immaterial increases. These increases are partially offset by the following decreases: decrease of $11.1 million in accrued payroll and other employee liabilities due to payment in the first quarter 2016 of the 2015 annual incentive bonus; a decrease of $2.2 million in accrued real estate taxes related to timing of payments; a decrease of $3.1 million in deferred income; and $0.6 million in other immaterial decreases.

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	6 Months Ended
	Jun. 30, 2016
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	NOTE 14   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”) The following table summarizes AOCI for the period indicated: For the Three Months Ended June 30, 2016 For the Three Months Ended June 30, 2015 Balance as of March 31 $ $ Other comprehensive loss before reclassifications Loss reclassified from accumulated other comprehensive loss to net income (loss) Net current-period other comprehensive income (loss) Balance as of June 30 $ $ For the Six Months Ended June 30, 2016 For the Six Months Ended June 30, 2015 Balance as of December 31 $ $ Other comprehensive loss before reclassifications Loss reclassified from accumulated other comprehensive loss to net income (loss) Net current-period other comprehensive loss Balance as of June 30 $ $ The following table summarizes the amounts reclassified out of AOCI for the period indicated: Amounts reclassified from Accumulated Other Comprehensive Income (Loss) For the Three Months Ended For the Six Months Ended Affected line item in the Accumulated Other Comprehensive Income (Loss) Components June 30, 2016 June 30, 2016 Statement of Operations Losses on cash flow hedges $ $ Interest expense Interest rate swap contracts Provision for income taxes Total reclassifications for the period $ $ Net of tax 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 Losses on cash flow hedges $ $ Interest expense Interest rate swap contracts Provision for income taxes Total reclassifications for the period $ $ Net of tax

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2016
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 15   COMMITMENTS AND CONTINGENCIES In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. We had outstanding letters of credit and surety bonds totaling $ 98.4 million and $86.1 million as of June 30, 2016 and December 31, 2015, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport. The restated lease terms provide for annual fixed base rent of $1.2 million starting July 1, 2013 with an expiration of December 30, 2072, including our options to extend. The rent escalates at 3.0% compounded annually. On July 1, 2048 the base rent will be adjusted to the higher of the fair market value or the then base rent. In ad dition to the annual base rent , we are required to make annual payments of $210,000 as additional rent through the term of the lease. The additional rent escalates annually at the Consumer Price Index. Simultaneously with the execution of the lease, we executed a completion guaranty for the redevelopment of Pier 17 by 2017. In the fourth quarter 2012, the historic area of South Street Seaport suffered damage due to flooding as a result of Superstorm Sandy. Reconstruction efforts are ongoing and the property has only partially operated over the last three years. We have received $54.1 million in insurance proceeds, and we recognized Other income of $6.2 mil lion and $0.3 million for the six months ended June 30, 2016 and June 30, 2015, respectively, for the receipt of insurance proceeds related to our claim. This matter is currently being litigated with an insurance carrier, and there can be no assurance that we will collect additional insurance proceeds.

SEGMENTS

SEGMENTS	6 Months Ended
	Jun. 30, 2016
SEGMENTS
SEGMENTS	NOTE 16   SEGMENTS We have three business segments which offer different products and services. Our three segments are managed separately because each requires different operating strategies and management expertise and are reflective of management’s operating philosophies and methods. In addition, our segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur. All operations are within the United States, and we do not distinguish or group our combined operations on a geographic basis. Our reportable segments are as follows: · Master Planned Communities (“MPCs”) – includes the development and sale of land, in large ‑scale, long ‑term community development projects in and around Las Vegas, Nevada; Houston, Texas; and Columbia, Maryland. · Operating Assets – includes retail, office, hospitality and multi-family properties along with other real estate investments. These assets are currently generating revenues, and are comprised of commercial real estate properties developed or acquired by us, and properties where we believe there is an opportunity to redevelop, reposition, or sell to improve segment performance or to recycle capital. · Strategic Developments – includes our residential condominium and commercial property projects currently under development and all other properties held for development which have no substantial operations. The assets included in each segment as of June 30 , 2016, are contained in the following chart: Master Planned Strategic Communities Operating Assets Developments Retail Office Under Construction • Bridgeland ▪ Columbia Regional Building ▪ 10-70 Columbia Corporate Center ▪ Ae'o • Maryland ▪ Cottonwood Square ▪ Columbia Office Properties ▪ Anaha • Summerlin ▪ Creekside Village Green (b) ▪ 1725-35 Hughes Landing Boulevard (b) ▪ Constellation (a) • The Woodlands ▪ Downtown Summerlin ▪ One Hughes Landing ▪ HHC 242 Self-Storage • The Woodlands Hills ▪ Hughes Landing Retail (b) ▪ Two Hughes Landing ▪ HHC 2978 Self-Storage ▪ 1701 Lake Robbins ▪ 2201 Lake Woodlands Drive ▪ Lakeland Village Center ▪ Landmark Mall ▪ 9303 New Trails ▪ m.flats (formerly Parcel C) (a) Other ▪ Outlet Collection at Riverwalk ▪ 110 N. Wacker ▪ One Merriweather • The Summit (a) ▪ Park West ▪ ONE Summerlin (b) ▪ Three Hughes Landing ▪ South Street Seaport ▪ 3831 Technology Forest Drive ▪ Waiea (under construction) ▪ 3 Waterway Square ▪ Ward Village ▪ 4 Waterway Square Other ▪ 20/25 Waterway Avenue ▪ 1400 Woodloch Forest ▪ Alameda Plaza ▪ Waterway Garage Retail ▪ AllenTowne ▪ Bridges at Mint Hill Multi-family Other ▪ Century Plaza Mall ▪ Millennium Waterway Apartments ▪ Clark County Las Vegas Stadium (a) ▪ Circle T Ranch and ▪ Millennium Woodlands ▪ Kewalo Basin Harbor Power Center (a) Phase II (a) ▪ Merriweather Post Pavilion ▪ Cottonwood Mall ▪ One Lakes Edge (b) ▪ Stewart Title of Montgomery ▪ 80% Interest in Fashion ▪ 85 South Street County, TX (a) Show Air Rights ▪ The Metropolitan Downtown ▪ Summerlin Hospital Medical ▪ Gateway Towers Columbia (a) (b) Center (a) ▪ Ke Kilohana ▪ The Woodlands Parking Garages ▪ Kendall Town Center Hospitality ▪ Woodlands Sarofim #1 (a) ▪ Lakemoor (Volo) Land ▪ Embassy Suites at Hughes Landing (b) ▪ Maui Ranch Land ▪ Grandview SHG, LLC (a) ▪ The Outlet Collection at Elk Grove ▪ The Woodlands Resort & ▪ Two Merriweather Conference Center ▪ West Windsor ▪ The Westin at The Woodlands (c) (a) A non-consolidated investment. Refer to Note 8 – Real Estate and Other Affiliates . (b) Asset was placed in service and moved from the Strategic Developments segment to the Operating Assets segment during 2015. (c) Asset was placed in service and moved from the Strategic Developments segment to the Operating Assets segment during 2016. Our segments are managed separately, therefore, we use different operating measures to assess operating results and allocate resources among the segments. The one common operating measure used to assess operating results for the business segments is Real Estate Property Earnings Before Taxes (“REP EBT ”), which represents the operating revenues of the properties less property operating expenses and adjustments for interest, as further described below. We believe that REP EBT provides useful information about the operating performance of all of our properties. REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, corporate other income, corporate interest income, corporate interest and depreciation expense, provision for income taxes, and warrant liability gain (loss). We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. We also present this measure because we believe certain investors use it as a measure of a company’s historical operating performance and its ability to service and incur debt. We believe that the inclusion of certain adjustments to net income (loss) to calculate REP EBT is appropriate to provide additional information to investors. Segment operating results are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 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 (*) Equity in earnings in Real Estate and Other Affiliates — — Total expenses, net of other income MPC EBT Operating Assets Minimum rents Tenant recoveries Hospitality revenues Other rental and property revenues Total revenues Other property operating costs Real estate taxes Rental property maintenance costs Hospitality costs Provision for doubtful accounts Demolition costs Development-related marketing costs Depreciation and amortization Other income, net — — Interest income Interest expense Equity in earnings from Real Estate and Other Affiliates Total expenses, net of other income 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 Provision for doubtful accounts — — Demolition costs — — Development-related marketing costs Depreciation and amortization Other income, net — — Interest income Interest expense (*) Equity in earnings from Real Estate and Other Affiliates Gain on sale of 80 South Street Assemblage — — — Total expenses, net of other income 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 income (loss) before taxes: Reconciliation of REP EBT to GAAP income (loss) before taxes Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 REP EBT $ $ $ $ General and administrative Corporate interest expense, net Warrant liability gain (loss) Corporate other income, net Corporate depreciation and amortization Income (loss) before taxes $ $ $ $ The following reconciles segment revenues to GAAP consolidated revenues: Reconciliation of Segment Basis Revenues to GAAP Revenues Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 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, (In thousands) 2016 2015 Master Planned Communities $ $ Operating Assets Strategic Developments Total segment assets Corporate and other Total assets $ $ The $ 386.6 million increase in the Strategic Developments segment asset balance as of June 30 , 2016 compared to December 31, 2015 is primarily due to the net change resulting from receipt of sale proceeds in excess of our cost basis relating to the 80 South Street Assemblage transaction and increased development expenditures primarily at Waiea, Anaha, Ae ' o and One Merriweather. These increases were partially offset by sales recognized and deposits utilized for construction at Waiea and Anaha, and placing The Westin at The Woodlands in service in the Operating Assets segment. The increase in the Operating Assets segment asset balance as of June 30, 2016 of $131.2 million compared to December 31, 2015 is primarily due to placing The Westin at The Woodlands in service and additional development expenditures at South Street Seaport. The decrease in the MPC segment assets primarily relates to distributions of cash from the MPC segment to the corporate parent.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2016
EARNINGS PER SHARE
Summary of information related to the entity's EPS calculations	Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2016 2015 2016 2015 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, 2016
FAIR VALUE OF FINANCIAL INSTRUMENTS
Schedule of assets and liabilities that are measured at fair value on a recurring basis	June 30, 2016 December 31, 2015 Fair Value Measurements Using Fair Value Measurements Using (In thousands) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ $ $ — $ — $ $ $ — $ — Liabilities: Warrants — — — — Interest Rate Swaps & Caps — — — —
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)	(In thousands) 2016 2015 Balance as of January 1 $ $ Warrant liability loss (a) Balance as of June 30 $ $ (a) All losses during 2016 and 2015 were unrealized. Changes in the fair value of the Sponsor and Management Warrants are recognized in net income as a warrant liability gain or loss.
Schedule of significant unobservable inputs used in the fair value measurement of warrants designated as Level 3	Unobservable Inputs Expected Volatility (a) Marketability Discount (b) June 30, 2016 30.9% 5.0% - 7.0% December 31, 2015 27.4% 10.0% - 12.0% (a) Based on our implied equity volatility. (b) Represents the discount rate for lack of marketability of the Management Warrants.
Schedule of estimated fair values of the Company's financial instruments that are not measured at fair value on a recurring basis	June 30, 2016 December 31, 2015 (In thousands) Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets: Cash Level 1 $ $ $ $ Notes receivable, net (a) Level 3 Liabilities: Fixed-rate debt Level 2 $ $ $ $ Variable-rate debt Level 2 (a) Notes receivable is shown net of an allowance of $ 0.6 million as of June 30, 2016 and $0.2 million as of December 31, 2015.

REAL ESTATE AND OTHER AFFILIA27

REAL ESTATE AND OTHER AFFILIATES (Tables)	6 Months Ended
	Jun. 30, 2016
REAL ESTATE AND OTHER AFFILIATES
Summary of 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, ($ in Thousands) 2016 2015 2016 2015 2016 2015 2016 2015 Equity Method Investments Master Planned Communities: The Summit (a) — (a) — (a) $ $ $ $ — $ $ — Operating Assets: Grandview SHG, LLC (a) % — % — — — Millennium Woodlands Phase II, LLC (b) (c) % % — — Stewart Title % % Clark County Las Vegas Stadium, LLC (c) % % The Metropolitan Downtown Columbia (d) % % Woodlands Sarofim % % Strategic Developments: Circle T Ranch and Power Center (a) % % — — HHMK Development (c) % % — — KR Holdings (c) % % m.flats (formerly Parcel C) (a) (c) % % — — — — Constellation (a) (c) % % — — — — Cost method investments — — Investment in Real Estate and Other Affiliates $ $ $ $ $ $ (a) Please refer to the discussion below for a description of the joint venture ownership structure. (b) Millennium Woodlands Phase II, LLC was placed into service in the third quarter 2014. The investment balance is in a deficit position, which is reported in Accounts payable and accrued expenses. As of July 20, 2016, we acquired our joint venture partner’s interest in this property, as discussed in Note 5 – Recent Transactions . (c) Equity method variable interest entity (“VIE”). As of first quarter 2016, m.flats was no longer a VIE. (d) 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, 2016
MORTGAGES, NOTES AND LOANS PAYABLE
Summary of mortgages, notes and loans payable	June 30, December 31, (In thousands) 2016 2015 Fixed-rate debt: Collateralized mortgages, notes and loans payable $ $ Special Improvement District bonds Variable-rate debt: Collateralized mortgages, notes and loans payable (a) Deferred Financing Costs, net of accumulated amortization of $14.7 million and $12.7 million, respectively Total mortgages, notes and loans payable $ $ (a) As more fully described below, $ 207.6 million and $209.5 million of variable ‑rate debt has been swapped to a fixed-rate for the term of the related debt as of June 30, 2016 and December 31, 2015, respectively.
Schedule of mortgages, notes and loans payable by property	Maximum Carrying Value Interest Facility June 30, December 31, ($ In thousands) Maturity (a) Rate Amount 2016 2015 Master Planned Communities Bridgeland Credit Facility November 2022 % $ $ $ 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 South SID Bonds - S159 June 2035 % Summerlin West SID Bonds - S808/S810 April 2031 % — Summerlin West SID Bonds - S812 October 2035 % The Woodlands Master Credit Facility August 2018 % (b) Master Planned Communities Total Operating Assets 10-60 Columbia Corporate Centers May 2022 % (b)(c) 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 % Embassy Suites at Hughes Landing October 2020 % (b) One Hughes Landing December 2029 % Two Hughes Landing December 2030 % 1725-35 Hughes Landing Boulevard June 2019 % (b) Hughes Landing Retail December 2018 % (b) 1701 Lake Robbins April 2017 % Millennium Waterway Apartments June 2022 % 110 N. Wacker October 2019 % (d) 9303 New Trails December 2023 % One Lakes Edge November 2016 % (b) Outlet Collection at Riverwalk October 2018 % (b) 3831 Technology Forest Drive March 2026 % The Westin at The Woodlands August 2019 % (b) The Woodlands Resort & Conference Center December 2020 % (b) Ward Village September 2016 % (b)(e) 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 HHC 242 Self Storage Facility October 2021 % (b) — HHC 2978 Self Storage Facility January 2022 % (b) — — Lakeland Village Center May 2020 % (b) — Merriweather Post Pavilion October 2021 % (b) — One Merriweather February 2020 % (b) — Three Hughes Landing December 2017 % (b) Waiea and Anaha Condominiums November 2019 % (b) Strategic Developments Total Other Corporate Financing Arrangements June 2018 % Senior Notes October 2021 % Unamortized underwriting fees Deferred Financing Costs, net Total mortgages, notes, and loans payable $ $ (a) Maturity date includes any extension periods that can be exercised at our option at the initial maturity date, subject to customary extension terms that based on current property performance projections, we expect to meet. Such terms may include but are not limited to minimum debt service coverage, minimum occupancy levels and other performance criteria. (b) The interest rate presented is based on the one month LIBOR rate, which was 0.45% at June 30, 2016. (c) $40.0 million of the outstanding principal balance is swapped to a 3.41% fixed-rate through maturity. (d) The $24.6 million outstanding principal balance is swapped to a 5.21% fixed-rate through maturity. (e) $143.0 million of the outstanding principal balance is swapped to a 3.81% fixed-rate through maturity. As of June 30, 2016 there is no undrawn availability on this facility. Management expects to refinance this note in the third quarter 2016.

DERIVATIVE INSTRUMENTS AND HE29

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	6 Months Ended
	Jun. 30, 2016
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Summary of fair value of the Company's derivative financial instruments which are included in accounts payable and accrued liabilities in the Consolidated Balance Sheet	June 30, December 31, (In thousands) 2016 2015 Interest Rate Swaps & Caps $ $ Forward-Starting Swaps Total derivatives designated as hedging instruments $ $
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, 2016 2015 Location of Loss 2016 2015 Reclassified Amount of (Loss) Amount of (Loss) (In thousands) Amount of (Loss) Amount of (Loss) from AOCI into Reclassified from Reclassified from Cash Flow Hedges Recognized in OCI Recognized in OCI Earnings AOCI into Earnings AOCI into Earnings Interest Rate Swaps & Caps $ $ Interest Expense $ $ Forward-Starting Swaps — Interest Expense — — $ $ $ $ Six Months Ended June 30, Six Months Ended June 30, 2016 2015 Location of Loss 2016 2015 Reclassified Amount of (Loss) Amount of (Loss) (In thousands) Amount of (Loss) Amount of (Loss) from AOCI into Reclassified from Reclassified from Cash Flow Hedges Recognized in OCI Recognized in OCI Earnings AOCI into Earnings AOCI into Earnings Interest Rate Swaps & Caps $ $ Interest Expense $ $ Forward-Starting Swaps — Interest Expense — — $ $ $ $

STOCK-BASED PLANS (Tables)

STOCK-BASED PLANS (Tables)	6 Months Ended
	Jun. 30, 2016
STOCK-BASED PLANS
Summary of stock option plan activity	Stock Options Weighted Average Exercise Price Stock Options outstanding at December 31, 2015 $ Granted Forfeited Stock Options outstanding at June 30, 2016
Summary of restricted stock activity	Restricted Stock Weighted Average Grant Date Fair Value Restricted stock outstanding at December 31, 2015 $ Granted Vested Forfeited Restricted Stock outstanding at June 30, 2016

OTHER ASSETS AND LIABILITIES (T

OTHER ASSETS AND LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2016
OTHER ASSETS AND LIABILITIES
Summary of the significant components of prepaid expenses and other assets	June 30, December 31, (In thousands) 2016 2015 Condominium receivables (a) $ $ Condominium deposits Special Improvement District receivable In-place leases Below-market ground leases Above-market tenant leases Equipment, net of accumulated depreciation of $4.7 million and $3.9 million, respectively Security and escrow deposits Tenant incentives and other receivables Prepaid expenses Federal income tax receivable Intangibles Uncertain tax position asset Other $ $ (a) Of the total Condominium receivables, $ 329.7 million are expected to be collected in 2016 and $94.2 million are expected to be collected in 2017, consistent with anticipated closings of the respective condominium projects.
Summary of the significant components of accounts payable and accrued expenses	June 30, December 31, (In thousands) 2016 2015 Construction payables $ $ Deferred income Condominium deposit liabilities Accounts payable and accrued expenses Tenant and other deposits Accrued interest Accrued payroll and other employee liabilities Accrued real estate taxes Interest rate swaps Above-market ground leases Other $ $

ACCUMULATED OTHER COMPREHENSI32

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	6 Months Ended
	Jun. 30, 2016
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Summary of AOCI	For the Three Months Ended June 30, 2016 For the Three Months Ended June 30, 2015 Balance as of March 31 $ $ Other comprehensive loss before reclassifications Loss reclassified from accumulated other comprehensive loss to net income (loss) Net current-period other comprehensive income (loss) Balance as of June 30 $ $ For the Six Months Ended June 30, 2016 For the Six Months Ended June 30, 2015 Balance as of December 31 $ $ Other comprehensive loss before reclassifications Loss reclassified from accumulated other comprehensive loss to net income (loss) Net current-period other comprehensive loss Balance as of June 30 $ $
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, 2016 June 30, 2016 Statement of Operations Losses on cash flow hedges $ $ Interest expense Interest rate swap contracts Provision for income taxes Total reclassifications for the period $ $ Net of tax 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 Losses on cash flow hedges $ $ Interest expense Interest rate swap contracts Provision for income taxes Total reclassifications for the period $ $ Net of tax

SEGMENTS (Tables)

SEGMENTS (Tables)	6 Months Ended
	Jun. 30, 2016
SEGMENTS
Schedule of segment operating results	Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 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 (*) Equity in earnings in Real Estate and Other Affiliates — — Total expenses, net of other income MPC EBT Operating Assets Minimum rents Tenant recoveries Hospitality revenues Other rental and property revenues Total revenues Other property operating costs Real estate taxes Rental property maintenance costs Hospitality costs Provision for doubtful accounts Demolition costs Development-related marketing costs Depreciation and amortization Other income, net — — Interest income Interest expense Equity in earnings from Real Estate and Other Affiliates Total expenses, net of other income 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 Provision for doubtful accounts — — Demolition costs — — Development-related marketing costs Depreciation and amortization Other income, net — — Interest income Interest expense (*) Equity in earnings from Real Estate and Other Affiliates Gain on sale of 80 South Street Assemblage — — — Total expenses, net of other income 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 income (loss) before taxes Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 REP EBT $ $ $ $ General and administrative Corporate interest expense, net Warrant liability gain (loss) 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 GAAP Revenues Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2016 2015 2016 2015 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, (In thousands) 2016 2015 Master Planned Communities $ $ Operating Assets Strategic Developments Total segment assets Corporate and other Total assets $ $

SPONSORS AND MANAGEMENT WARRANT

SPONSORS AND MANAGEMENT WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Feb. 28, 2011	Jun. 30, 2016	Dec. 31, 2015	Nov. 09, 2010
Sponsors and Management Warrants
Warrant liabilities		$ 322,090	$ 307,760
Sponsors Warrants
Sponsors and Management Warrants
Exercise price (in dollars per share)				$ 50
Warrants outstanding				1,916,667
Issuance of warrants to purchase common stock (in shares)		1,916,667
Warrant liabilities		$ 124,100	123,100
Management Warrants
Sponsors and Management Warrants
Issuance of warrants to purchase common stock (in shares)	2,862,687	2,862,687
Proceeds from issuance of Management warrants	$ 19,000
Warrant liabilities		$ 198,000	$ 184,700
Management Warrants | Chief Executive Officer
Sponsors and Management Warrants
Exercise price (in dollars per share)	$ 42.23
Management Warrants | President
Sponsors and Management Warrants
Exercise price (in dollars per share)	42.23
Management Warrants | Chief Financial Officer
Sponsors and Management Warrants
Exercise price (in dollars per share)	$ 54.50

EARNINGS PER SHARE - (Informati

EARNINGS PER SHARE - (Information Related to EPS Calculation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Numerator:
Net income (loss)	$ 6,970	$ 50,585	$ 150,735	$ (55,374)
Net income attributable to noncontrolling interests		(12)		(12)
Net income (loss) attributable to common stockholders	$ 6,970	$ 50,573	$ 150,735	$ (55,386)
Denominator:
Weighted average basic common shares outstanding	39,492	39,468	39,483	39,467
Numerator:
Net Income (Loss) Available to Common Stockholders, Basic	$ 6,970	$ 50,573	$ 150,735	$ (55,386)
Less: Warrant Liability Gain		(42,620)
Adjusted net income (loss) attributable to common stockholders	$ 6,970	$ 7,953	$ 150,735	$ (55,386)
Denominator:
Weighted average basic common shares outstanding	39,492	39,468	39,483	39,467
Restricted stock and stock options (in shares)	337	438	324
Warrants (in shares)	2,835	3,291	2,835
Weighted average diluted common shares outstanding	42,664	43,197	42,642	39,467
Basic income (loss) per share: (in dollars per share)	$ 0.18	$ 1.28	$ 3.82	$ (1.40)
Diluted income (loss) per share: (in dollars per share)	$ 0.16	$ 0.18	$ 3.53	$ (1.40)

EARNINGS PER SHARE - (Narrative

EARNINGS PER SHARE - (Narrative) (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Stock Options
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	363,000	125,769	402,500	1,048,750
Restricted Stock
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	8,729		9,254	242,055
Sponsors Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)				1,916,667
Management Warrants
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)				2,862,687

RECENT TRANSACTIONS (Details)

RECENT TRANSACTIONS (Details) $ in Thousands	Jul. 20, 2016USD ($)	Jun. 01, 2016a	Mar. 16, 2016ft²	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)
Recent transactions
Equity in earnings from Real Estate and Other Affiliates				$ 20,275	$ 1,081	$ 22,207	$ 2,869
Proceeds from disposition of 80 South Street Assemblage, net						378,257
Pre-tax gain recognized on the sale						140,479
Area of land sold | ft²			42,694
Air rights with total residential and commercial development rights (in square feet) | ft²			817,784
Circle T Ranch
Recent transactions
Equity in earnings from Real Estate and Other Affiliates				$ 10,500		$ 10,500
Area of land sold | a		74
Millennium Woodlands Phase II, LLC
Recent transactions
Ownership interest in joint venture (as a percent)	18.57%
Purchase price of acquisition	$ 4,000
Cash acquired	500
Replaced with existing debt	37,700
Amount of debt	$ 42,500
Fixed-rate loans interest rate	3.39%

IMPAIRMENT (Details)

IMPAIRMENT (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
IMPAIRMENT
Impairment charges	$ 0	$ 0

FAIR VALUE OF FINANCIAL INSTR39

FAIR VALUE OF FINANCIAL INSTRUMENTS (Assets and Liabiliites Measured on a Recurring Basis) (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Liabilities
Warrants	$ 322,090,000	$ 307,760,000
Interest Rate Swaps & Caps	27,729,000	4,217,000
Recurring
Assets:
Cash equivalents	378,535,000	18,000
Liabilities
Warrants	322,090,000	307,760,000
Interest Rate Swaps & Caps	27,729,000	4,217,000
Recurring | Level 1
Assets:
Cash equivalents	378,535,000	18,000
Recurring | Level 2
Liabilities
Interest Rate Swaps & Caps	27,729,000	4,217,000
Recurring | Level 3
Liabilities
Warrants	$ 322,090,000	$ 307,760,000

FAIR VALUE OF FINANCIAL INSTR40

FAIR VALUE OF FINANCIAL INSTRUMENTS (Reconciliation of Warrants Using Level 3 Inputs) (Details) - Level 3 - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Marketability discount due to lapses of restriction period	$ 0
Warrant
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Balance at the beginning of the period	307,760	$ 366,080	$ 366,080
Warrant liability loss	14,330	66,190
Balance at the end of the period	$ 322,090	$ 432,270	$ 307,760
Expected Volatility (as a percent)	30.90%		27.40%
Warrant | Minimum
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Discount for lack of marketability (as a percent)	5.00%		10.00%
Warrant | Maximum
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Discount for lack of marketability (as a percent)	7.00%		12.00%

FAIR VALUE OF FINANCIAL INSTR41

FAIR VALUE OF FINANCIAL INSTRUMENTS (Financial Instruments Not Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Liabilities:
Allowance, notes receivable	$ 600	$ 200
Level 1 | Nonrecurring | Reported Value Measurement
Assets:
Cash	292,265	445,283
Level 1 | Nonrecurring | Estimate of Fair Value Measurement
Assets:
Cash	292,265	445,283
Level 2 | Nonrecurring | Reported Value Measurement
Liabilities:
Fixed-rate debt	1,108,453	1,141,381
Variable-rate debt	1,553,786	1,314,973
Level 2 | Nonrecurring | Estimate of Fair Value Measurement
Liabilities:
Fixed-rate debt	1,122,964	1,137,166
Variable-rate debt	1,553,786	1,314,973
Level 3 | Nonrecurring | Reported Value Measurement
Assets:
Notes receivable, net	69	1,664
Level 3 | Nonrecurring | Estimate of Fair Value Measurement
Assets:
Notes receivable, net	$ 69	$ 1,664

REAL ESTATE AND OTHER AFFILIA42

REAL ESTATE AND OTHER AFFILIATES (Summary of Investments in Real Estate and Other Affiliates) (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)	Jun. 30, 2016USD ($)item	Jun. 30, 2015USD ($)	Jun. 20, 2016USD ($)	Dec. 31, 2015USD ($)	Jan. 24, 2014
Investment in Real Estate and Other Affiliates
Carrying Value	$ 65,834		$ 65,834			$ 57,811
Share of Earnings/Dividends	20,275	$ 1,081	22,207	$ 2,869
Aggregate carrying value of unconsolidated VIEs	13,300		$ 13,300			21,500
Number of variable interest entities in which entity is primary beneficiary | item			1
Carrying values of the assets associated with the operations of the consolidated VIEs	21,500		$ 21,500			21,500
Carrying values of the liabilities associated with the operations of the consolidated VIEs	1,200		1,200			1,100
Cost Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value	4,347		4,347			3,952
Share of Earnings/Dividends			2,616	1,747
The Summit
Investment in Real Estate and Other Affiliates
Share of Earnings/Dividends	8,900
Circle T Ranch
Investment in Real Estate and Other Affiliates
Share of Earnings/Dividends	10,500		10,500
Constellation
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership							50.00%
Master Planned Communities | The Summit | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value	20,926		20,926			12,052
Share of Earnings/Dividends	$ 8,874		$ 8,874
Operating Assets | Grandview SHG, LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	35.00%		35.00%
Carrying Value	$ 8,179		$ 8,179
Share of Earnings/Dividends	22		41
Strategic Developments | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Carrying Value	61,487		61,487			$ 53,859
Share of Earnings/Dividends	$ 20,275	1,081	$ 19,591	1,122
Strategic Developments | Millennium Woodlands Phase II, LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	81.43%		81.43%			81.43%
Share of Earnings/Dividends	$ 22	(489)	$ 35	(1,150)
Strategic Developments | Stewart Title | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%			50.00%
Carrying Value	$ 3,521		$ 3,521			$ 3,715
Share of Earnings/Dividends	$ 154	302	$ 256	496
Strategic Developments | Clark County Las Vegas Stadium | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%			50.00%
Carrying Value	$ 11,345		$ 11,345			$ 11,050
Share of Earnings/Dividends	$ 454	401	$ 295	284
Strategic Developments | The Metropolitan Downtown Columbia | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%			50.00%
Carrying Value	$ 3,961		$ 3,961			$ 4,872
Share of Earnings/Dividends	$ 205	(89)	$ (512)	(408)
Strategic Developments | Woodlands Sarofim 1 | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	20.00%		20.00%			20.00%
Carrying Value	$ 2,673		$ 2,673			$ 2,588
Share of Earnings/Dividends	$ 42	35	$ 95	75
Strategic Developments | Circle T Ranch | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%			50.00%
Carrying Value	$ 4,956		$ 4,956			$ 9,128
Share of Earnings/Dividends	$ 10,498		$ 10,498
Strategic Developments | HHMK Development LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%			50.00%
Carrying Value	$ 10		$ 10			$ 10
Share of Earnings/Dividends		10		549
Strategic Developments | KR Holdings LLC | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%			50.00%
Carrying Value	$ 758		$ 758			$ 689
Share of Earnings/Dividends	$ 4	$ 911	$ 9	$ 1,276
Strategic Developments | m.flats (formerly Parcel C) | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%			50.00%
Carrying Value	$ 2,473		$ 2,473			$ 7,070
Strategic Developments | Constellation | Equity Method Investments [Member]
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%			50.00%
Carrying Value	$ 2,685		$ 2,685			$ 2,685
Unconsolidated Properties
Investment in Real Estate and Other Affiliates
Secured debt					$ 134,600
Share of the entity in secured debt					$ 74,600

REAL ESTATE AND OTHER AFFILIA43

REAL ESTATE AND OTHER AFFILIATES (Narrative) (Details)	Jun. 01, 2016a	Mar. 16, 2016ft²	Jan. 24, 2014USD ($)aitem	Oct. 04, 2013USD ($)a	Jan. 31, 2016USD ($)	Jun. 30, 2016USD ($)	Dec. 31, 2015USD ($)	Jun. 30, 2015USD ($)	Mar. 31, 2015USD ($)item$ / a	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)
Real Estate and Other Affiliates
Book value of land contributed to joint venture						$ 315,617,000	$ 322,462,000			$ 315,617,000
Area of land sold | ft²		42,694
Land sales						61,098,000		$ 45,433,000		103,040,000	$ 93,514,000
Equity in earnings						20,275,000		$ 1,081,000		22,207,000	$ 2,869,000
The Summit
Real Estate and Other Affiliates
Book value of land contributed to joint venture									$ 13,400,000
SID Bonds transferred to a joint venture									1,300,000
Transaction value of the land contributed to joint venture									$ 125,400,000
Value of land contributed to joint venture (in dollars per acre) | $ / a									226,000
Preferred return, on capital (as a percent)									5.00%
Return on capital contributions (as a percent)									5.00%
Entitlement of distribution by joint venture (in times) | item									2
Land sales										122,300,000
Amount of lot closing completed						48,200,000
Equity in earnings						8,900,000
The Summit | Maximum
Real Estate and Other Affiliates
Maximum capital contribution required									$ 30,000,000
Grandview SHG, LLC
Real Estate and Other Affiliates
Investment in joint venture						8,200,000				8,200,000
Amount of bridge loan						25,000,000				25,000,000
Redevelopment loan						36,000,000				36,000,000
Additional capital contribution						2,300,000				$ 2,300,000
Grandview SHG, LLC | Bridge Loan [Member]
Real Estate and Other Affiliates
Interest rate margin (as a percent)										5.00%
Circle T Ranch
Real Estate and Other Affiliates
Area of land sold | a	74
Equity in earnings						10,500,000				$ 10,500,000
m.flats (formerly Parcel C)
Real Estate and Other Affiliates
Transaction value of the land contributed to joint venture				$ 23,400,000
Area of land contributed to the joint venture (in acres) | a				5
Fair value of the land contributed to joint venture				$ 4,000,000
Additional capitalized development costs incurred resulting from contribution of land				3,100,000
Transaction value, per constructed unit of land contributed to joint venture				53,500
Non-recourse construction loan					$ 88,000,000
Cash contributed by joint venture partner					16,100,000
Distribution of the cash contributed by joint venture partner					$ 7,300,000
Profit on partial sale of land						200,000
Net investment in joint venture						3,900,000				3,900,000
Total book value contribution				$ 7,100,000
Contribution made till date						2,400,000				2,400,000
m.flats (formerly Parcel C) | Construction Loan Payable
Real Estate and Other Affiliates
Option to extend, term					1 year
Constellation
Real Estate and Other Affiliates
Area of land contributed to the joint venture (in acres) | a			4.5
Fair value of the land contributed to joint venture			$ 3,200,000
Non-recourse construction loan			$ 15,800,000			$ 9,300,000				$ 9,300,000
Number of units in Class A apartment building to be constructed | item			124
Area Of Land In Downtown Summerlin | a			400
Percentage of ownership interest of partners in joint venture			50.00%
Future contribution required							$ 1,000,000
Percentage of proceeds in excess of an amount determined by applying a specified capitalization rate to NOI			100.00%
Percent Share of Proceeds Upon Sale Of Property			50
Capitalization rate (as a percent)			7.00%
One Month LIBOR | m.flats (formerly Parcel C) | Construction Loan Payable
Real Estate and Other Affiliates
Interest rate margin (as a percent)					2.40%

MORTGAGES, NOTES AND LOANS PA44

MORTGAGES, NOTES AND LOANS PAYABLE (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Mortgages, notes and loans payable
Deferred Financing Costs, net of accumulated amortization	$ (10,434)	$ (12,392)
Total mortgages, notes and loans payable	2,651,805	2,443,962
Deferred Financing Costs, accumulated amortization	14,700	12,700
Secured Debt
Mortgages, notes and loans payable
Fixed-rate debt:	1,059,210	1,087,642
Variable-rate debt:	1,553,786	1,314,973
Amount of variable-rate debt swapped to fixed rate	207,600	209,500
Bonds
Mortgages, notes and loans payable
Fixed-rate debt:	$ 49,243	$ 53,739

MORTGAGES, NOTES AND LOANS PA45

MORTGAGES, NOTES AND LOANS PAYABLE (Schedule of Debt by Property) (Details)	Feb. 25, 2016USD ($)	Jan. 27, 2016USD ($)	Nov. 09, 2015USD ($)item	Oct. 02, 2013USD ($)	Jul. 31, 2015USD ($)	Jun. 30, 2016USD ($)item	Jun. 30, 2016USD ($)item	Jun. 30, 2015USD ($)	Dec. 31, 2015USD ($)
Mortgages, notes and loans payable
Unamortized underwriting fees						$ (6,282,000)	$ (6,282,000)		$ (6,767,000)
Deferred Financing Costs, net						(10,434,000)	(10,434,000)		(12,392,000)
Total mortgages, notes and loans payable						2,651,805,000	2,651,805,000		2,443,962,000
Deferred Financing Costs, accumulated amortization						$ 14,700,000	$ 14,700,000		$ 12,700,000
Weighted average interest rate (as a percent)						4.56%	4.56%		4.44%
Net cash proceeds received from issuance							$ 207,561,000	$ 310,822,000
One Month LIBOR
Mortgages, notes and loans payable
Variable rate basis (as a percent)							0.45%
Variable rate basis							one month LIBOR
Other Financing Arrangements | Recourse Debt
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross									$ 17,400,000
Senior Notes 6.875 Percent Due 2021
Mortgages, notes and loans payable
Interest rate (as a percent)						6.88%	6.88%
Mortgages, notes, and loans payable, gross						$ 750,000,000	$ 750,000,000		750,000,000
Senior Notes 6.875 Percent Due 2021 | Recourse Debt
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross						750,000,000	750,000,000
Woodlands Properties
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress pledged as collateral						2,400,000,000	2,400,000,000
Master Planned Communities
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross						$ 297,668,000	$ 297,668,000		282,889,000
Variable rate basis			three-month LIBOR
Debt refinanced			$ 15,200,000
Number of extension options | item			2
Option to extend, term			1 year
Fixed interest rate (as a percent)			4.60%
Master Planned Communities | Three Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)			3.15%
Master Planned Communities | Bridgeland
Mortgages, notes and loans payable
Incremental borrowing capacity			$ 65,000,000
Master Planned Communities | Bridgeland | Bridgeland Credit Facility
Mortgages, notes and loans payable
Interest rate (as a percent)						4.60%	4.60%
Facility Amount						$ 65,000,000	$ 65,000,000
Mortgages, notes, and loans payable, gross						59,349,000	59,349,000		40,072,000
Master Planned Communities | Summerlin | Bonds
Mortgages, notes and loans payable
New SIDs issued						0	0
Bond obligation						$ 3,400,000	$ 3,400,000
Master Planned Communities | Summerlin South | S124
Mortgages, notes and loans payable
Interest rate (as a percent)						5.95%	5.95%
Mortgages, notes, and loans payable, gross						$ 141,000	$ 141,000		159,000
Master Planned Communities | Summerlin South | S128
Mortgages, notes and loans payable
Interest rate (as a percent)						6.05%	6.05%
Mortgages, notes, and loans payable, gross						$ 487,000	$ 487,000		534,000
Master Planned Communities | Summerlin South | S128C
Mortgages, notes and loans payable
Interest rate (as a percent)						6.05%	6.05%
Mortgages, notes, and loans payable, gross						$ 4,728,000	$ 4,728,000		4,856,000
Master Planned Communities | Summerlin South | S132
Mortgages, notes and loans payable
Interest rate (as a percent)						6.00%	6.00%
Mortgages, notes, and loans payable, gross						$ 1,494,000	$ 1,494,000		1,676,000
Master Planned Communities | Summerlin South | S151
Mortgages, notes and loans payable
Interest rate (as a percent)						6.00%	6.00%
Mortgages, notes, and loans payable, gross						$ 4,349,000	$ 4,349,000		4,534,000
Master Planned Communities | Summerlin South | S159
Mortgages, notes and loans payable
Interest rate (as a percent)						6.00%	6.00%
Mortgages, notes, and loans payable, gross						$ 6,614,000	$ 6,614,000		9,020,000
Master Planned Communities | Summerlin West | S808 or 810
Mortgages, notes and loans payable
Interest rate (as a percent)						6.00%	6.00%
Mortgages, notes, and loans payable, gross									1,047,000
Master Planned Communities | Summerlin West | S812
Mortgages, notes and loans payable
Interest rate (as a percent)						6.00%	6.00%
Mortgages, notes, and loans payable, gross						$ 27,844,000	$ 27,844,000		28,328,000
Master Planned Communities | Woodlands Properties
Mortgages, notes and loans payable
Number of extension options | item						2	2
Master Planned Communities | Woodlands Properties | Line of Credit
Mortgages, notes and loans payable
Facility Amount						$ 200,000,000	$ 200,000,000
Interest rate margin (as a percent)					2.75%
Option to extend, term						1 year
Maximum facility amount at first extension option						$ 175,000,000	175,000,000
Maximum facility amount at second extension option						$ 25,000,000	$ 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
Facility Amount					$ 100,000,000
Master Planned Communities | Woodlands Properties | The Woodlands Master Credit Facility
Mortgages, notes and loans payable
Interest rate (as a percent)						3.20%	3.20%
Facility Amount						$ 200,000,000	$ 200,000,000
Mortgages, notes, and loans payable, gross						192,662,000	192,662,000		192,663,000
Operating Assets
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross						$ 1,406,730,000	$ 1,406,730,000		1,360,353,000
Operating Assets | Capital Lease Obligations
Mortgages, notes and loans payable
Interest rate (as a percent)						3.60%	3.60%
Mortgages, notes, and loans payable, gross						$ 28,000	$ 28,000		52,000
Operating Assets | Downtown Summerlin
Mortgages, notes and loans payable
Interest rate (as a percent)						2.70%	2.70%
Facility Amount						$ 311,800,000	$ 311,800,000
Mortgages, notes, and loans payable, gross						$ 293,732,000	$ 293,732,000		$ 289,804,000
Operating Assets | Downtown Summerlin | Recourse Debt
Mortgages, notes and loans payable
Maximum percent recourse									35.00%
Maximum recourse upon completion of the project and achievement of debt service coverage ratio									15.00%
Maximum percentage recourse upon achievement of conditions							10.00%
Debt service coverage ratio to be achieved for reduction in maximum recourse									1.15
Debt service coverage ratio to be achieved for further reduction in maximum recourse							1.25
Minimum average tenant sales per net rentable square foot to be achieved for further reduction in maximum recourse							$ 500
Occupancy percentage						90.00%	90.00%
Operating Assets | Downtown Summerlin | S108
Mortgages, notes and loans payable
Interest rate (as a percent)						5.95%	5.95%
Mortgages, notes, and loans payable, gross						$ 235,000	$ 235,000		$ 235,000
Operating Assets | Downtown Summerlin | S128
Mortgages, notes and loans payable
Interest rate (as a percent)						6.05%	6.05%
Mortgages, notes, and loans payable, gross						$ 3,350,000	$ 3,350,000		3,350,000
Operating Assets | The Woodlands Resort and Conference Center
Mortgages, notes and loans payable
Interest rate (as a percent)						3.20%	3.20%
Mortgages, notes, and loans payable, gross						$ 85,000,000	$ 85,000,000		85,000,000
Operating Assets | 10-60 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)						2.81%	2.81%
Outstanding balance						$ 40,000,000	$ 40,000,000
Mortgages, notes, and loans payable, gross						$ 80,000,000	$ 80,000,000		80,000,000
Fixed interest rate per swap (as a percent)						3.41%	3.41%
Operating Assets | 70 Columbia Corporate Center
Mortgages, notes and loans payable
Interest rate (as a percent)						2.70%	2.70%
Mortgages, notes, and loans payable, gross						$ 20,000,000	$ 20,000,000		20,000,000
Operating Assets | Columbia Regional Building
Mortgages, notes and loans payable
Interest rate (as a percent)						2.45%	2.45%
Facility Amount						$ 23,008,000	$ 23,008,000
Mortgages, notes, and loans payable, gross						$ 22,188,000	$ 22,188,000		22,188,000
Operating Assets | One Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)						4.30%	4.30%
Mortgages, notes, and loans payable, gross						$ 52,000,000	$ 52,000,000		52,000,000
Operating Assets | Two Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)						4.20%	4.20%
Mortgages, notes, and loans payable, gross						$ 48,000,000	$ 48,000,000		48,000,000
Operating Assets | 1725-35 Hughes Landing Boulevard
Mortgages, notes and loans payable
Interest rate (as a percent)						2.10%	2.10%
Facility Amount						$ 143,000,000	$ 143,000,000
Mortgages, notes, and loans payable, gross						$ 103,968,000	$ 103,968,000		89,677,000
Operating Assets | Embassy Suites at Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)						2.95%	2.95%
Facility Amount						$ 37,100,000	$ 37,100,000
Mortgages, notes, and loans payable, gross						$ 28,829,000	$ 28,829,000		20,064,000
Operating Assets | Hughes Landing Retail
Mortgages, notes and loans payable
Interest rate (as a percent)						2.40%	2.40%
Facility Amount						$ 36,575,000	$ 36,575,000
Mortgages, notes, and loans payable, gross						$ 32,465,000	$ 32,465,000		28,726,000
Operating Assets | 1701 Lake Robbins
Mortgages, notes and loans payable
Interest rate (as a percent)						5.81%	5.81%
Mortgages, notes, and loans payable, gross						$ 4,600,000	$ 4,600,000		4,600,000
Operating Assets | Millennium Waterway Apartments
Mortgages, notes and loans payable
Interest rate (as a percent)						3.75%	3.75%
Mortgages, notes, and loans payable, gross						$ 55,584,000	$ 55,584,000		55,584,000
Operating Assets | 110 N Wacker
Mortgages, notes and loans payable
Interest rate (as a percent)						5.21%	5.21%
Outstanding balance						$ 24,600,000	$ 24,600,000
Mortgages, notes, and loans payable, gross						$ 24,593,000	$ 24,593,000		26,481,000
Fixed interest rate per swap (as a percent)						5.21%	5.21%
Operating Assets | 110 N Wacker | Recourse Debt
Mortgages, notes and loans payable
Corporate recourse guarantee amount									7,000,000
Operating Assets | 9303 New Trails
Mortgages, notes and loans payable
Interest rate (as a percent)						4.88%	4.88%
Mortgages, notes, and loans payable, gross						$ 12,558,000	$ 12,558,000		12,734,000
Operating Assets | One Lakes Edge
Mortgages, notes and loans payable
Interest rate (as a percent)						2.70%	2.70%
Facility Amount						$ 73,525,000	$ 73,525,000
Mortgages, notes, and loans payable, gross						$ 69,646,000	$ 69,646,000		67,517,000
Operating Assets | Outlet Collection at Riverwalk
Mortgages, notes and loans payable
Interest rate (as a percent)						3.20%	3.20%
Facility Amount						$ 64,400,000	$ 64,400,000
Mortgages, notes, and loans payable, gross						$ 56,100,000	$ 56,100,000		56,100,000
Operating Assets | AnahaWard Village Condominium
Mortgages, notes and loans payable
Interest rate (as a percent)						3.46%	3.46%
Facility Amount						$ 250,000,000	$ 250,000,000
Mortgages, notes, and loans payable, gross						$ 238,716,000	$ 238,716,000		238,716,000
Fixed interest rate per swap (as a percent)						3.81%	3.81%
Operating Assets | AnahaWard Village Condominium | LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)							2.50%
Operating Assets | 2025 Waterway Avenue
Mortgages, notes and loans payable
Interest rate (as a percent)						4.79%	4.79%
Mortgages, notes, and loans payable, gross						$ 14,000,000	$ 14,000,000		14,112,000
Operating Assets | 3 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)						3.94%	3.94%
Mortgages, notes, and loans payable, gross						$ 52,000,000	$ 52,000,000		52,000,000
Operating Assets | 4 Waterway Square
Mortgages, notes and loans payable
Interest rate (as a percent)						4.88%	4.88%
Mortgages, notes, and loans payable, gross						$ 36,777,000	$ 36,777,000		37,293,000
Operating Assets | Outlet at Riverwalk Properties | Construction Loan Payable | Recourse Debt
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross									$ 64,400,000
Maximum percent recourse									50.00%
Maximum percentage recourse upon achievement of conditions									25.00%
Debt yield to achieve the reduced maximum percentage recourse									11.00%
Time period of minimum level of tenant sales needed to achieve the reduced maximum percent recourse									12 months
Operating Assets | The Westin at the woodlands
Mortgages, notes and loans payable
Interest rate (as a percent)						3.10%	3.10%
Facility Amount						$ 69,300,000	$ 69,300,000
Mortgages, notes, and loans payable, gross						$ 49,788,000	$ 49,788,000		$ 33,361,000
Operating Assets | 3831 Technology Forest
Mortgages, notes and loans payable
Interest rate (as a percent)						4.50%	4.50%
Mortgages, notes, and loans payable, gross						$ 22,573,000	$ 22,573,000		22,759,000
Strategic Developments
Mortgages, notes and loans payable
Mortgages, notes, and loans payable, gross						196,751,000	196,751,000		51,085,000
Strategic Developments | Downtown Summerlin | Recourse Debt
Mortgages, notes and loans payable
Total mortgages, notes and loans payable						$ 311,800,000	$ 311,800,000
Strategic Developments | HHC 2978 Self Storage Facility
Mortgages, notes and loans payable
Interest rate (as a percent)						3.05%	3.05%
Facility Amount						$ 6,368,000	$ 6,368,000
Mortgages, notes, and loans payable, gross		$ 6,400,000
Amount withdrawn						$ 0	$ 0
Option to extend, term		1 year
Strategic Developments | HHC 2978 Self Storage Facility | One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)		2.60%
Strategic Developments | HHC 242 Self Storage Facility
Mortgages, notes and loans payable
Interest rate (as a percent)						3.05%	3.05%
Facility Amount						$ 6,658,000	$ 6,658,000
Mortgages, notes, and loans payable, gross						$ 866,000	$ 866,000
Strategic Developments | One Merriweather
Mortgages, notes and loans payable
Interest rate (as a percent)						2.60%	2.60%
Facility Amount						$ 49,900,000	$ 49,900,000
Mortgages, notes, and loans payable, gross	$ 49,900,000					3,988,000	3,988,000
Amount withdrawn						$ 200,000	$ 200,000
Option to extend, term	1 year
Strategic Developments | One Merriweather | One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)	2.15%
Strategic Developments | Three Hughes Landing
Mortgages, notes and loans payable
Interest rate (as a percent)						2.80%	2.80%
Facility Amount						$ 65,455,000	$ 65,455,000
Mortgages, notes, and loans payable, gross						$ 33,200,000	$ 33,200,000		23,268,000
Strategic Developments | Waiea And Anaha Condominiums
Mortgages, notes and loans payable
Interest rate (as a percent)						7.20%	7.20%
Facility Amount						$ 600,000,000	$ 600,000,000
Mortgages, notes, and loans payable, gross						$ 150,025,000	$ 150,025,000		27,817,000
Strategic Developments | Lakeland Village Center
Mortgages, notes and loans payable
Interest rate (as a percent)						2.80%	2.80%
Facility Amount						$ 14,000,000	$ 14,000,000
Mortgages, notes, and loans payable, gross						$ 8,514,000	$ 8,514,000
Strategic Developments | Merriweather Post Pavilion
Mortgages, notes and loans payable
Interest rate (as a percent)						2.45%	2.45%
Facility Amount						$ 9,500,000	$ 9,500,000
Mortgages, notes, and loans payable, gross						$ 158,000	$ 158,000
Corporate | Other Financing Arrangements
Mortgages, notes and loans payable
Interest rate (as a percent)						3.00%	3.00%
Mortgages, notes, and loans payable, gross						$ 17,372,000	$ 17,372,000		$ 18,794,000
Corporate | Senior Notes 6.875 Percent Due 2021
Mortgages, notes and loans payable
Total mortgages, notes and loans payable				$ 750,000,000
Fixed interest rate (as a percent)				6.875%
Maximum percentage of Notes that can be redeemed				35.00%
Redemption price percentage at which Notes can be redeemed				106.875%

DERIVATIVE INSTRUMENTS AND HE46

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) $ in Millions	3 Months Ended
	Jun. 30, 2016USD ($)
Interest Rate Swap
Derivative instruments and hedging activities
Estimated additional amount to be reclassified as an increase to interest expense	$ 1.3
Interest Rate Swap | Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	207.6
Interest Rate Cap | Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	100
Forward Starting Swaps | Cash Flow Hedging
Derivative instruments and hedging activities
Gross notional amounts of cash flow hedges	$ 250

DERIVATIVE INSTRUMENTS AND HE47

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Schedule of Financial Instruments Included in Balance Sheet) (Details) - Designated as Hedging Instrument - Accounts Payable and Accrued Liabilities - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Fair value of derivative instruments
Derivative liabilities	$ 27,729	$ 4,217
Interest Rate Swaps & Caps
Fair value of derivative instruments
Derivative liabilities	3,037	2,292
Forward Starting Swaps
Fair value of derivative instruments
Derivative liabilities	$ 24,692	$ 1,925

DERIVATIVE INSTRUMENTS AND HE48

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Impact of Financial Instruments on Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	$ (5,957)	$ (240)	$ (16,116)	$ (103)
Amount of Gain (Loss) Reclassified from AOCI into Earnings	(367)	(436)	(743)	(811)
Cash Flow Hedging | Interest Rate Swaps & Caps | Interest Expense
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	(328)	(240)	(1,206)	(103)
Amount of Gain (Loss) Reclassified from AOCI into Earnings	(367)	$ (436)	(743)	$ (811)
Cash Flow Hedging | Forward Starting Swaps | Interest Expense
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in OCI	$ (5,629)		$ (14,910)

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
INCOME TAXES
Unrecognized tax benefits, excluding interest	$ 36.5		$ 36.5		$ 36.5
Effective tax rate (as a percent)	79.30%	7.80%	37.90%	(13.40%)

STOCK-BASED PLANS (Summary of S

STOCK-BASED PLANS (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Weighted Average Exercise Price
Stock based compensation expense			$ 4,670	$ 3,232
Stock Options
Stock Options
Share based compensation costs capitalized	$ 200	$ 600	$ 800	1,100
Stock options outstanding at the beginning of the period (in shares)			1,086,040
Granted (in shares)			136,500
Forfeited (in shares)			(33,000)
Stock options outstanding at the end of the period (in shares)	1,189,540		1,189,540
Weighted Average Exercise Price
Stock options outstanding at the beginning of the period (in dollars per share)			$ 77.11
Granted (in dollars per share)			108.64
Forfeited (in dollars per share)			118.23
Stock options outstanding at the end of the period (in dollars per share)	$ 79.55		$ 79.55
Stock based compensation expense	$ 500	$ 1,200	$ 2,300	$ 1,800

STOCK-BASED PLANS (Summary of R

STOCK-BASED PLANS (Summary of Restricted Stock Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Weighted Average Grant Date Fair Value
Stock based compensation expense			$ 4,670	$ 3,232
Restricted Stock
Restricted stock activity
Restricted stock outstanding at the beginning of the period (in shares)			242,556
Granted (in shares)			131,198
Vested (in shares)			(37,670)
Forfeited (in shares)			(4,985)
Restricted stock outstanding at the end of the period (in shares)	331,099		331,099
Weighted Average Grant Date Fair Value
Restricted stock outstanding at the beginning of the period (in dollars per share)			$ 100.15
Granted (in dollars per share)			65.79
Vested (in dollars per share)			83.47
Forfeited (in dollars per share)			86.48
Restricted stock outstanding at the end of the period (in dollars per share)	$ 88.64		$ 88.64
Stock based compensation expense	$ 1,800	$ 1,400	$ 3,400	2,500
Share based compensation costs capitalized	$ 300	$ 300	$ 600	$ 500

OTHER ASSETS AND LIABILITIES (D

OTHER ASSETS AND LIABILITIES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Prepaid Expenses and Other Assets
Condominium receivables	$ 423,906,000		$ 423,906,000		$ 191,037,000
Condominium deposits	91,661,000		91,661,000		55,749,000
Special Improvement District receivable	72,594,000		72,594,000		72,558,000
Equipment, net of accumulated depreciation of $4.7 million and $3.9 million, respectively	18,182,000		18,182,000		18,772,000
Tenant incentives and other receivables	9,873,000		9,873,000		10,480,000
Security and escrow deposits	9,855,000		9,855,000		17,599,000
Prepaid expenses	8,205,000		8,205,000		8,474,000
Federal income tax receivable	12,106,000		12,106,000		11,972,000
Intangibles	4,124,000		4,124,000		4,045,000
Uncertain tax position asset	143,000		143,000		112,000
Other	3,080,000		3,080,000		5,347,000
Total prepaid expenses and other assets	692,631,000		692,631,000		441,190,000
Accumulated depreciation on other equipment	4,700,000		4,700,000		3,900,000
Condominium receivable expected to be collected in 2016	329,700,000		329,700,000
Condominium receivable expected to be collected in 2017	94,200,000		94,200,000
Reimbursement from a tenant	10,923,000	$ 10,701,000	21,451,000	$ 20,368,000
Accounts Payable and Accrued Expenses
Construction payables	193,847,000		193,847,000		185,731,000
Deferred income	114,634,000		114,634,000		117,700,000
Condominium deposit liabilities	87,428,000		87,428,000		50,192,000
Accounts payable and accrued expenses	37,687,000		37,687,000		33,928,000
Tenant and other deposits	32,896,000		32,896,000		31,193,000
Accrued interest	16,627,000		16,627,000		16,504,000
Accrued payroll and other employee liabilities	20,142,000		20,142,000		31,271,000
Accrued real estate taxes	12,935,000		12,935,000		15,134,000
Interest rate swaps	27,729,000		27,729,000		4,217,000
Above-market ground leases	2,034,000		2,034,000		2,113,000
Other	26,813,000		26,813,000		27,371,000
Total accounts payable and accrued expenses	572,772,000		572,772,000		515,354,000
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase in prepaid expenses and other assets			251,400,000
Other increases	2,500,000		200,000
Decrease due to amortization of in-place leases	5,100,000
Reimbursement from a tenant	2,300,000
Accounts Payable and Accrued Liabilities
Prepaid Expenses and Other Assets
Construction payables			8,100,000
Accounts Payable and Accrued Expenses
Increase in accounts payable and accrued expenses			57,400,000
Increase in condominium deposits liability			37,200,000
Increase in interest rate swap liability			23,500,000
Increase in accrued payroll and other employee liabilities			(11,100,000)
Decrease in accrued real estate taxes			(2,200,000)
Other immaterial increases			1,800,000
Decrease in deferred income			3,100,000
Other immaterial decreases			(600,000)
Grandview SHG, LLC | Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Decrease in security and escrow deposits	(7,700,000)
Sale of units | Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase (decrease) in condominium deposits			35,900,000
Summerlin | Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Expenses
Increase in accounts payable and accrued expenses			3,800,000
AnahaWard Village Condominium | Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Assets
Increase (decrease) in condominium deposits			232,900,000
Leases, Acquired-in-Place
Prepaid Expenses and Other Assets
Net carrying amount	17,033,000		17,033,000		22,139,000
Ground Leases below Market
Prepaid Expenses and Other Assets
Net carrying amount	19,155,000		19,155,000		19,325,000
Tenant Leases above Market
Prepaid Expenses and Other Assets
Net carrying amount	$ 2,714,000		$ 2,714,000		$ 3,581,000

ACCUMULATED OTHER COMPREHENSI53

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Summary of Changes in Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance at the beginning of the period	$ (17,760)	$ (7,259)	$ (7,889)	$ (7,712)
Other comprehensive income (loss) before reclassifications	(6,759)	(293)	(17,006)	(215)
Loss reclassified from accumulated other comprehensive loss to net income (loss)	367	436	743	811
Other comprehensive income (loss)	(6,392)	143	(16,263)	596
Balance at the end of the period	$ (24,152)	$ (7,116)	$ (24,152)	$ (7,116)

ACCUMULATED OTHER COMPREHENSI54

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Summary of Amounts Reclassified Out of AOCI) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes	$ (26,693)	$ (4,274)	$ (91,926)	$ (6,558)
Net income (loss)	6,970	50,585	150,735	(55,374)
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	(221)	(269)	(450)	(490)
Net income (loss)	367	436	743	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	$ 588	$ 705	$ 1,193	$ 1,301

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Jun. 27, 2013	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Dec. 31, 2015
Commitments
Amount of outstanding letters of credit and surety bonds		$ 98,400,000		$ 98,400,000	$ 86,100,000
South Street Seaport Ground Lease
Commitments
Annual fixed rent	$ 1,200,000
Annual rent escalation rate (as a percent)	3.00%
Additional annual rent payments to be made through the term of the lease	$ 210,000
Damage Due to Flooding | South Street Seaport Ground Lease
Commitments
Insurance recoveries collected		$ 6,200,000	$ 300,000	$ 54,100,000

SEGMENTS (Summary of Segment Op

SEGMENTS (Summary of Segment Operating Results) (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)	Jun. 30, 2016USD ($)segment	Jun. 30, 2015USD ($)
Segments reporting
Number of reportable segments | segment			3
Land sales	$ 61,098	$ 45,433	$ 103,040	$ 93,514
Builder price participation	6,501	7,907	11,148	13,605
Minimum rents	42,036	36,989	83,345	72,183
Other land revenues	2,759	3,145	5,792	6,438
Other rental and property revenues	4,593	6,994	7,797	13,291
Total revenues	272,151	209,163	511,817	364,253
Tenant recoveries	10,923	10,701	21,451	20,368
Condominium rights and unit sales	125,112	86,513	247,206	121,370
Hospitality revenues	19,129	11,481	32,038	23,484
Cost of sales - land	29,008	24,236	44,696	48,132
Other property operating costs	15,236	19,634	30,978	37,779
Rental property real estate taxes	7,329	6,568	14,077	12,768
Rental property maintenance costs	2,753	2,900	5,885	5,644
Hospitality costs	14,242	8,893	24,717	17,971
Provision for (recovery of) doubtful accounts	(352)	1,266	2,689	2,075
Demolition costs	490	1,496	962	1,613
Development-related marketing costs	6,339	5,594	10,870	11,837
Depreciation and amortization	24,952	25,069	47,924	46,579
Other income	(9,067)	(399)	(9,426)	(1,863)
Interest income	(435)	(271)	(704)	(407)
Equity in earnings from Real Estate and Other Affiliates	(20,275)	(1,081)	(22,207)	(2,869)
Gain on sale of 80 South Street Assemblage			(140,479)
REP EBT	106,170	46,171	320,023	83,985
Operating Segments | Master Planned Communities
Segments reporting
Land sales	61,098	45,433	103,040	93,514
Builder price participation	6,501	7,907	11,148	13,606
Minimum rents	142	215	282	429
Other land revenues	2,749	3,140	5,772	6,426
Other rental and property revenues	17	9	20	7
Total revenues	70,507	56,704	120,262	113,982
Cost of sales - land	29,008	24,236	44,696	48,132
Land sales operations	5,506	9,721	12,806	17,300
Land sales real estate and business taxes	2,300	2,242	4,594	4,646
Depreciation and amortization	81	95	164	190
Interest income	(5)	(15)	(21)	(31)
Interest expense	(5,004)	(4,684)	(10,343)	(9,446)
Equity in earnings from Real Estate and Other Affiliates	(8,874)		(8,874)
Total expenses	23,012	31,595	43,022	60,791
REP EBT	47,495	25,109	77,240	53,191
Operating Segments | Operating Assets
Segments reporting
Minimum rents	41,811	36,697	82,929	71,009
Other rental and property revenues	4,416	6,971	7,499	13,245
Total revenues	76,270	65,842	143,903	128,004
Tenant recoveries	10,914	10,693	21,437	20,266
Hospitality revenues	19,129	11,481	32,038	23,484
Other property operating costs	13,830	18,350	27,948	35,836
Rental property real estate taxes	6,709	5,990	12,851	11,510
Rental property maintenance costs	2,645	2,785	5,646	5,412
Hospitality costs	14,242	8,893	24,717	17,971
Provision for (recovery of) doubtful accounts	(353)	1,266	2,626	2,075
Demolition costs	6	1,496	478	1,613
Development-related marketing costs	1,988	2,748	3,088	5,014
Depreciation and amortization	22,613	22,887	43,814	41,649
Other income	(2,750)		(3,113)
Interest income	(8)	(9)	(16)	(19)
Interest expense	10,116	7,629	19,269	14,123
Equity in earnings from Real Estate and Other Affiliates	(899)	(160)	(2,826)	(1,044)
Total expenses	68,139	71,875	134,482	134,140
REP EBT	8,131	(6,033)	9,421	(6,136)
Operating Segments | Strategic Developments
Segments reporting
Minimum rents	83	77	134	744
Other land revenues	10	5	20	12
Other rental and property revenues	160	14	278	39
Total revenues	125,374	86,617	247,652	122,267
Tenant recoveries	9	8	14	102
Condominium rights and unit sales	125,112	86,513	247,206	121,370
Condominium rights and unit cost of sales	79,726	56,765	154,541	79,174
Other property operating costs	1,406	1,284	3,030	1,943
Rental property real estate taxes	620	578	1,226	1,258
Rental property maintenance costs	108	115	239	232
Provision for (recovery of) doubtful accounts	1		63
Demolition costs	484		484
Development-related marketing costs	4,351	2,846	7,782	6,823
Depreciation and amortization	660	601	1,319	1,617
Other income			(244)	(334)
Interest income	(125)	(166)	(131)	(166)
Interest expense	(1,899)	(1,580)	(3,033)	(3,385)
Equity in earnings from Real Estate and Other Affiliates	(10,502)	(921)	(10,507)	(1,825)
Gain on sale of 80 South Street Assemblage			(140,479)
Total expenses	74,830	59,522	14,290	85,337
REP EBT	$ 50,544	$ 27,095	$ 233,362	$ 36,930

SEGMENTS (Reconciliation of REP

SEGMENTS (Reconciliation of REP EBT to Income (Loss) Before Taxes) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Reconciliation of REP EBT to GAAP net income (loss)
REP EBT	$ 106,170	$ 46,171	$ 320,023	$ 83,985
General and administrative	(20,053)	(19,606)	(40,377)	(38,569)
Warrant liability (loss) gain	(44,150)	42,620	(14,330)	(66,190)
Corporate other income, net	9,067	399	9,426	1,863
Corporate depreciation and amortization	(24,952)	(25,069)	(47,924)	(46,579)
Income (loss) before taxes	33,663	54,859	242,661	(48,816)
Corporate
Reconciliation of REP EBT to GAAP net income (loss)
Corporate interest expense, net	(13,023)	(13,235)	(26,097)	(26,447)
Corporate other income, net	6,317	396	6,069	1,529
Corporate depreciation and amortization	(1,598)	(1,487)	(2,627)	(3,124)
Operating Segments | Consolidated Properties
Reconciliation of REP EBT to GAAP net income (loss)
General and administrative	$ (20,053)	$ (19,606)	$ (40,377)	$ (38,569)

SEGMENTS (Reconciliation of Seg

SEGMENTS (Reconciliation of Segment Revenue to Consolidated Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 272,151	$ 209,163	$ 511,817	$ 364,253
Master Planned Communities | Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	70,507	56,704	120,262	113,982
Operating Assets | Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	76,270	65,842	143,903	128,004
Strategic Developments | Operating Segments
Reconciliation of Segment Basis Revenues to GAAP Revenues
Total revenues	$ 125,374	$ 86,617	$ 247,652	$ 122,267

SEGMENTS (Summary of Assets by

SEGMENTS (Summary of Assets by Segment and Reconciliation of Segment Assets to Total Assets) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Reconciliation of total segment assets to total assets
Assets	$ 6,217,619	$ 5,721,582
Operating Assets
Additional information
Increase (decrease) in assets	131,200
Strategic Developments
Additional information
Increase (decrease) in assets	386,600
Operating Segments
Reconciliation of total segment assets to total assets
Assets	6,028,323	5,526,943
Operating Segments | Master Planned Communities
Reconciliation of total segment assets to total assets
Assets	2,006,094	2,022,524
Operating Segments | Operating Assets
Reconciliation of total segment assets to total assets
Assets	2,496,917	2,365,724
Operating Segments | Strategic Developments
Reconciliation of total segment assets to total assets
Assets	1,525,312	1,138,695
Corporate
Reconciliation of total segment assets to total assets
Assets	$ 189,296	$ 194,639