View Filing Data

Capitalized swap interest expense

$ (5,879)

$ 3,120

$ (4,045)

$ 8,779

Other comprehensive income (loss):

Interest rate swaps

^[1]

5,353

(2,683)

13,398

(2,250)

^[2]

(46)

(121)

^[3]

(2,010)

^[4]

(1,148)

^[5]

(739)

Other comprehensive income (loss)

(80)

3,312

(2,729)

9,480

(2,371)

Comprehensive (loss) income

(2,567)

391

5,435

6,408

Comprehensive loss attributable to noncontrolling interests

791

431

Comprehensive (loss) income attributable to common stockholders

(1,776)

391

5,866

6,408

Interest rate swaps, deferred tax expense

1,800

$ 1,500

3,900

1,200

Capitalized swap interest income, deferred tax benefit

$ 100

Pension deferred tax benefit

$ 600

$ 641

[1]	Amounts are shown net of deferred tax expense of $1.8 million and $1.5 million for the three months ended June 30, 2018 and 2017, respectively, and $3.9 million and $1.2 million for the six months ended June 30, 2018 and 2017, respectively.
[2]	The deferred tax impact was not meaningful for the three months ended June 30, 2018 and 2017 and for the six months ended June 30, 2018. Amount is net of deferred tax benefit of $0.1 million for the six months ended June 30, 2017.
[3]	Net of deferred tax benefit of $0.6 million, for the three and six months ended June 30, 2018
[4]	The Company adopted Accounting Standards Update ("ASU") 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, as of January 1, 2018. See Note 2 - Accounting Policies and Pronouncements for further discussion.
[5]	The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, as of January 1, 2018. See Note 2 - Accounting Policies and Pronouncements for further discussion.

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

Total

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive (Loss) Income

Treasury Stock

Total Stockholders' Equity

Noncontrolling Interest

Balance at the beginning of the period (in shares) at Dec. 31, 2016

39,802,064

Balance at the beginning of the period at Dec. 31, 2016

$ 2,571,510

$ 398

$ 2,853,269

$ (277,912)

$ (6,786)

$ (1,231)

$ 2,567,738

$ 3,772

Balance at the beginning of the period (in shares) at Dec. 31, 2016

(12,061)

8,779

(2,250)

^[1]

(2,250)

Stock plan activity (in shares)

(121)

^[2]

(121)

347,583

4,321

Stock plan activity

13,962

$ 3

14,491

$ (532)

13,962

Exercise of warrants (in shares)

3,052,453

Exercise of Warrants

375,613

$ 31

375,582

375,613

^[3]

^[4]

Balance at the end of the period (in shares) at Jun. 30, 2017

^[5]

43,202,100

Balance at the end of the period at Jun. 30, 2017

2,967,493

$ 432

3,243,342

(269,133)

(9,157)

$ (1,763)

2,963,721

3,772

Balance at the end of the period (in shares) at Jun. 30, 2017

(16,382)

Balance at the beginning of the period at Mar. 31, 2017

(6,428)

3,120

^[1]

(2,683)

^[2]

(46)

^[3]

^[4]

Balance at the end of the period (in shares) at Jun. 30, 2017

^[5]

43,202,100

Balance at the end of the period at Jun. 30, 2017

2,967,493

$ 432

3,243,342

(269,133)

(9,157)

$ (1,763)

2,963,721

3,772

Balance at the end of the period (in shares) at Jun. 30, 2017

(16,382)

Balance at the beginning of the period (in shares) at Dec. 31, 2017

Adoption of ASU 2014-09

(69,732)

43,300,253

Balance at the beginning of the period at Dec. 31, 2017

3,188,551

$ 433

3,302,502

(109,508)

(6,965)

$ (3,476)

3,182,986

5,565

Balance at the beginning of the period (in shares) at Dec. 31, 2017

(29,373)

(4,045)

(3,614)

(431)

13,398

^[1]

13,398

Stock plan activity (in shares)

^[2]

245,525

Stock plan activity

11,698

$ 3

11,695

11,698

(80)

(2,010)

^[3]

(2,010)

(739)

^[4]

739

(739)

Repurchase of common shares (in shares)

(1,148)

^[5]

1,148

(1,148)

(475,920)

Repurchase of common shares

(57,267)

$ (57,267)

(57,267)

Contributions to joint ventures

70,039

Balance at the end of the period (in shares) at Jun. 30, 2018

43,545,778

Balance at the end of the period at Jun. 30, 2018

3,150,611

$ 436

3,314,197

(180,967)

2,515

$ (60,743)

3,075,438

75,173

Balance at the end of the period (in shares) at Jun. 30, 2018

(505,293)

Balance at the beginning of the period at Mar. 31, 2018

(797)

(5,879)

^[1]

5,353

^[2]

(80)

^[3]

(2,010)

^[4]

Balance at the end of the period (in shares) at Jun. 30, 2018

^[5]

43,545,778

Balance at the end of the period at Jun. 30, 2018

$ 3,150,611

$ 436

$ 3,314,197

$ (180,967)

$ 2,515

$ (60,743)

$ 3,075,438

$ 75,173

Balance at the end of the period (in shares) at Jun. 30, 2018

(505,293)

[1]	Amounts are shown net of deferred tax expense of $1.8 million and $1.5 million for the three months ended June 30, 2018 and 2017, respectively, and $3.9 million and $1.2 million for the six months ended June 30, 2018 and 2017, respectively.
[2]	The deferred tax impact was not meaningful for the three months ended June 30, 2018 and 2017 and for the six months ended June 30, 2018. Amount is net of deferred tax benefit of $0.1 million for the six months ended June 30, 2017.
[3]	Net of deferred tax benefit of $0.6 million, for the three and six months ended June 30, 2018
[4]	The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, as of January 1, 2018. See Note 2 - Accounting Policies and Pronouncements for further discussion.
[5]	The Company adopted Accounting Standards Update ("ASU") 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, as of January 1, 2018. See Note 2 - Accounting Policies and Pronouncements for further discussion.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY UNAUDITED (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Statement of Stockholders' Equity [Abstract]
Interest rate swaps, tax	$ 3,933	$ 1,221
Capitalized swap interest, tax (benefit)	16	$ 66
Pension deferred tax benefit	$ 641

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows from Operating Activities:
Net (loss) income	$ (4,045)	$ 8,779
Adjustments to reconcile net (loss) income to cash used in operating activities:
Depreciation	50,810	51,779
Amortization	5,959	8,515
Amortization of deferred financing costs	3,427	2,940
Amortization of intangibles other than in-place leases	506	(791)
Straight-line rent amortization	(5,914)	(2,553)
Deferred income taxes	(2,558)	24,440
Restricted stock and stock option amortization	5,705	3,407
Gains on sales of properties	0	(32,215)
Gain on acquisition of joint venture partner's interest	0	(5,490)
Net decrease (increase) in minimum pension liability	(2,652)	0
Warrant liability loss	0	43,443
Loss on redemption of senior notes due 2021	0	46,410
Equity in earnings from real estate and other affiliates, net of distributions	(23,531)	(13,440)
Provision for doubtful accounts	2,135	1,280
Master Planned Communities land acquisitions	(2,554)	(1,415)
Master Planned Communities development expenditures	(90,403)	(90,973)
Master Planned Communities cost of sales	46,937	53,240
Condominium development expenditures	(142,673)	(191,499)
Condominium rights and unit cost of sales	35,545	166,678
Percentage of completion revenue recognition from sale of condominium rights and unit sales	0	(228,356)
Net changes:
Accounts and notes receivable	(5,475)	272
Prepaid expenses and other assets	(3,302)	(4,872)
Condominium deposits received	47,906	31,872
Deferred expenses	(6,825)	(9,672)
Accounts payable and accrued expenses	(20,823)	(40,526)
Condominium deposits receivable	0	32,377
Other, net	0	(191)
Cash used in operating activities	(111,825)	(146,561)
Cash Flows from Investing Activities:
Property and equipment expenditures	(2,965)	(4,814)
Operating property improvements	(29,774)	(8,967)
Property developments and redevelopments	(198,684)	(195,189)
Acquisition of assets	(179,471)	(15,404)
Proceeds for reimbursement of development costs	0	11,165
Proceeds from sales of properties	0	36,000
Proceeds from Tax Increment Financings	12,319	0
Distributions from real estate and other affiliates	1,503	0
Note issued to real estate and other affiliates	(3,795)	0
Proceeds from repayment of note to Real Estate Affiliate	0	(1,391)
Maturity of long term investment	0	3,558
Investments in real estate and other affiliates, net	(244)	0
Cash used in investing activities	(401,111)	(175,042)
Cash Flows from Financing Activities:
Proceeds from mortgages, notes and loans payable	299,974	1,399,843
Principal payments on mortgages, notes and loans payable	(41,573)	(1,085,438)
Premium paid to redeem 2021 senior notes	0	(39,966)
Purchase of treasury stock	(57,267)	0
Special Improvement District bond funds released from escrow	1,468	1,602
Deferred financing costs and bond issuance costs, net	(1,980)	(11,383)
Taxes paid on stock options exercised and restricted stock vested	(3,234)	(9,029)
Gain on unwinding of swaps	9,390	0
Stock options exercised	9,227	19,109
Issuance of noncontrolling interests	69,000	0
Cash provided by financing activities	285,005	274,738
Net change in cash, cash equivalents and restricted cash	(227,931)	(46,865)
Cash, cash equivalents and restricted cash at beginning of period	964,300	915,139
Cash, cash equivalents and restricted cash at end of period	736,369	868,274
Supplemental Disclosure of Cash Flow Information:
Interest paid	67,969	60,566
Interest capitalized	37,122	35,291
Income taxes paid (refunded), net	70	1,873
Non-Cash Transactions:
Exercise of Sponsor and Management Warrants	0	375,613
Special Improvement District bond transfers associated with land sales	5,489	6,005
Accrued interest on construction loan borrowing	1,794	2,522
Capitalized stock compensation	921	765
Summerlin Las Vegas Baseball Club LLC
Acquisition of Las Vegas 51s
Building	0	87
Developments	0	65
Accounts receivable	0	633
Other assets	0	32,820
Other liabilities	$ 0	$ (2,294)

BASIS OF PRESENTATION AND ORGANIZATION

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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. 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 for the fiscal year ended December 31, 2017, filed with the SEC on February 26, 2018 (the "Annual Report"). Approximately $103.2 million in restricted cash was reclassified from Prepaid expenses and other assets, net to Restricted cash on the Condensed Consolidated Balance Sheets at December 31, 2017 to conform to the 2018 presentation. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and equity for the interim periods have been included. The results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 and future fiscal years.

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 on Form 10-Q was filed.

Impact of new accounting standard related to Revenue

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. HHC adopted Topic 606 and all its related amendments (the “New Revenue Standard”) as of January 1, 2018 (the “Adoption Date”) using the modified retrospective transition method. Accordingly, prior period amounts presented have not been adjusted.

HHC recorded a cumulative effect adjustment of $69.7 million, net of taxes of $19.6 million, to increase Accumulated deficit as of the Adoption Date due to the impact of adopting Topic 606. As discussed in the Annual Report, Condominium rights and unit sales revenues were previously required to be recognized under the percentage of completion method. Under the new guidance, revenue and cost of sales for condominium units sold are not recognized until the construction is complete, the sale closes and the title to the property has transferred to the buyer (point in time). Additionally, certain real estate selling costs, such as the costs related to the Company's condominium model units, are either expensed immediately or capitalized as property and equipment and depreciated over their estimated useful life. The cumulative effect adjustments as of the Adoption Date consists of:


•	a decrease in Condominium receivables of $154.2 million,


•	an increase in Buildings and equipment, net, of $3.4 million,


•	an increase to Developments of $150.8 million,


•	an increase to Prepaid expenses and other assets, net of $5.6 million,


•	an increase to Accounts payable and accrued expenses of $95.0 million,


•	a decrease to Deferred tax liabilities of $19.6 million, and


•	an increase in Accumulated deficit of $69.7 million, net of taxes of $19.6 million.

The following Balance Sheet line items were affected as of June 30, 2018, as a result of HHC's adoption of the New Revenue Standard:



	June 30, 2018
Condensed Consolidated Balance Sheet (in thousands)	Recognition Under Previous Guidance			Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606
Buildings and equipment, net	$	2,046,542		$	1,956		$	2,048,498
Developments	1,329,468			410,319			1,739,787
Deferred expenses, net	89,931			3,388			93,319
Prepaid expenses and other assets, net	706,930			(444,805		)	262,125
Deferred tax liabilities	179,208			(37,409		)	141,799
Accounts payable and accrued expenses	570,250			133,264			703,514
Accumulated deficit	(55,493		)	(125,474		)	(180,967		)

For the three and six months ended June 30, 2018, the following Condensed Consolidated Statements of Operations line items were affected as a result of HHC's adoption of the New Revenue Standard:



	Three Months Ended June 30, 2018								Six Months Ended June 30, 2018
Condensed Consolidated Statements of Operations (in thousands)	Recognition Under Previous Guidance		Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606			Recognition Under Previous Guidance		Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606
Condominium rights and unit sales	$	216,490	$	(195,605	)	$	20,885		$	370,192	$	(338,470	)	$	31,722
Condominium rights and unit cost of sales	197,889		(169,073		)	28,816			302,476		(266,931		)	35,545
Depreciation and amortization	28,107		980			29,087			55,306		1,969			57,275
Operating income (loss) before other items	18,949		(27,510		)	(8,561		)	67,485		(73,507		)	(6,022		)
Provision (benefit) for income taxes	4,234		(6,651		)	(2,417		)	15,908		(17,767		)	(1,859		)
Net income (loss)	14,982		(20,861		)	(5,879		)	51,696		(55,741		)	(4,045		)
Net income (loss) attributable to common stockholders	15,773		(20,861		)	(5,088		)	52,127		(55,741		)	(3,614		)

For the three and six months ended June 30, 2018, the following Condensed Consolidated Statements of Comprehensive Income line items were affected as a result of HHC's adoption of the New Revenue Standard:



	Three Months Ended June 30, 2018								Six Months Ended June 30, 2018
Condensed Consolidated Statements of Comprehensive Income (in thousands)	Recognition Under Previous Guidance		Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606			Recognition Under Previous Guidance		Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606
Net income (loss)	$	14,982	$	(20,861	)	$	(5,879	)	$	51,696	$	(55,741	)	$	(4,045	)
Comprehensive income (loss)	18,294		(20,861		)	(2,567		)	61,176		(55,741		)	5,435
Comprehensive income (loss) attributable to common stockholders	19,085		(20,861		)	(1,776		)	61,607		(55,741		)	5,866

The following Condensed Consolidated Statements of Cash Flows line items were affected as of June 30, 2018, as a result of HHC's adoption of the New Revenue Standard:



	Six Months Ended June 30, 2018
Condensed Consolidated Statements of Cash Flows (in thousands)	Recognition Under Previous Guidance			Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606
Net income (loss)	$	51,696		$	(55,741	)	$	(4,045	)
Depreciation and amortization	55,306			1,969			57,275
Deferred income taxes	15,209			(17,767		)	(2,558		)
Condominium rights and unit cost of sales	302,476			(266,931		)	35,545
Percentage of completion revenue recognition from sale of condominium rights and unit sales	(338,470		)	338,470			—

See Note 2 - Accounting Policies and Pronouncements for further discussion of accounting policies impacted by the Company's adoption of the New Revenue Standard and disclosures required by the New Revenue Standard.

ACCOUNTING POLICIES AND PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

ACCOUNTING POLICIES AND PRONOUNCEMENTS

The following is a summary of recently issued and other notable accounting pronouncements which relate to HHC's business.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2018. The amendments must be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. Early adoption is permitted. The Company adopted ASU 2018-02 as of January 1, 2018, and an election was made to reclassify $1.1 million from Accumulated other comprehensive income (loss) to Accumulated deficit.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, to enable entities to better portray the economic results of their risk management activities in their financial statements. The ASU expands an entity’s ability to hedge nonfinancial and financial risk components and reduce complexity in fair value hedges of interest rate risk and eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The ASU also eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same Consolidated Statements of Operations line as the hedged item. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2018. The new standard must be adopted using a modified retrospective approach with early adoption permitted. The Company adopted ASU 2017-12 as of January 1, 2018 and, as a result, $0.7 million of ineffectiveness recognized prior to 2018 for its swaps was reclassified to Accumulated deficit from Accumulated other comprehensive income (loss).

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, to provide clarity and reduce the diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation. Stakeholders observed that the definition of the term “modification” is broad and that its interpretation results in diversity in practice. The ASU states that when an entity concludes that a change is not substantive, then modification accounting does not apply. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017. The new standard must be adopted prospectively to an award modified on or after the adoption date. Early adoption is permitted. The Company adopted ASU 2017-09 as of January 1, 2018 and, as a result, will apply this guidance to any modifications made to either the stock option or restricted stock award plans.

In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20). The standard defines an “in-substance nonfinancial asset” as a financial asset promised to a counterparty in a contract if substantially all the fair value of the assets is concentrated in nonfinancial assets. The ASU also provides guidance for accounting for partial sales of nonfinancial assets such as real estate. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017. The new standard must be adopted retrospectively with early adoption permitted. The Company adopted ASU 2017-05 as of January 1, 2018, and it did not have an impact on the Company’s financial position or results of operations as the Company did not have partial sales in the period presented.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This standard is intended to simplify the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. In computing the implied fair value of goodwill under step two, an entity determined the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, an entity will perform only step one of its quantitative goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and then recognizing the impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. An entity will still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative step one impairment test is necessary. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2019. The new standard must be adopted prospectively with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statements of cash flows. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017. As required, the Company adopted ASU 2016-18 retrospectively as of January 1, 2018, resulting in presentation of an additional $39.7 million in Cash used in operating activities and $2.5 million in Cash provided for investing activities for the six months ended June 30, 2017, related to an additional $37.2 million of changes in Restricted cash in the Condensed Consolidated Statements of Cash Flows in the respective period. The nature of these restrictions relates primarily to escrowed condominium deposits and other amounts related to taxes, insurance, legally restricted security deposits and leasing costs held in escrow.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. The standard addresses how certain cash receipts and payments are presented and classified in the statements of cash flows, including debt extinguishment costs, distributions from equity method investees and contingent consideration payments made after a business combination. The effective date of this standard is for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company adopted this standard retrospectively, as of January 1, 2018. ASU 2016-15 had no impact on the Company's presentation of operating, investing and financing activities related to certain cash receipts and payments on its consolidated statements of cash flows.

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

In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 is codified in Accounting Standards Codification (“ASC”) 842. The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The effective date of this standard is for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application. The Company is currently evaluating the impact of adopting ASU 2016-02 on the consolidated financial statements. The Company anticipates a material increase to assets and liabilities as it will be required to capitalize its ground leases, office leases and certain office equipment leases where the Company is the lessee.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which will require entities to recognize changes in equity investments with readily determinable fair values in net income. For equity investments without readily determinable fair values, the ASU permits the application of a measurement alternative using the cost of the investment, less any impairments, plus or minus changes resulting from observable price changes for an identical or similar investment of the same issuer. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017, and it must be adopted via a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company adopted the guidance as of January 1, 2018. As none of the Company's equity investments have readily determinable fair values, the adoption of this ASU does not have an impact on its consolidated financial statements.

The New Revenue Standard and related policy updates

As discussed in Note 1 - Basis of Presentation and Organization, as of the Adoption Date of the New Revenue Standard, revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to HHC's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following table presents HHC's revenues disaggregated by revenue source:



	Three Months Ended		Six Months Ended
(In thousands)	June 30, 2018		June 30, 2018
Revenues
From contracts with customers
Recognized at a point in time:
Condominium rights and unit sales	$	20,885	$	31,722
Master Planned Communities land sales	52,432		98,997
Hospitality revenues	22,569		45,630
Builder price participation	5,628		10,709
Total revenue from contracts with customers	101,514		187,058

Recognized at a point in time and/or over time:
Other land revenues	4,712		8,843
Other rental and property revenues	12,020		21,869
Total other income	16,732		30,712

Rental and other income (lease-related revenues)
Minimum rents	50,509		99,912
Tenant recoveries	12,250		25,002
Total rental income	62,759		124,914

Total revenues	$	181,005	$	342,684

Revenues by segment
Master Planned Communities revenues	$	62,765	$	118,530
Operating Assets revenues	93,223		184,481
Strategic Developments revenues	25,017		39,673

Total revenues	$	181,005	$	342,684

Below is a discussion of the performance obligations, significant judgments and other required disclosures related to revenues from contracts with customers.

Condominium Rights and Unit Sales

Revenue from the sale of an individual unit in a condominium project is recognized at a point in time (i.e., the closing) when HHC satisfies the single performance obligation to construct a condominium project and transfer control of a completed unit to a buyer. The transaction price, which is the amount of consideration the Company receives upon delivery of the completed condominium unit to the buyer, is allocated to this single obligation and is received at closing less any amounts previously paid on deposit.

The Company receives cash payments in the form of escrowed condominium deposits from customers who have contracted to purchase a condominium unit based on billing schedules established in HHC's condominium purchase agreement contracts. The Company holds these contract assets in Restricted cash, unless released from escrow in accordance with the escrow agreement and on approval of HHC's lender to fund construction costs of a project. A corresponding condominium contract deposit liability is established at the date of receipt, representing a portion of HHC's unsatisfied performance obligation at each reporting date. These deposits, along with the balance of the contract value, are recognized at closing upon satisfaction of HHC's performance obligation and transfer of title to the buyer. Condominium receivables, a conditional right to consideration for satisfaction of HHC's completed obligations, were established under legacy GAAP for condominium units for which revenue was previously recognized under the percentage of completion method. As of the Adoption Date, condominium receivables are recorded only in limited circumstances.

Real estate project costs directly associated with a condominium project, which are HHC's costs to fulfill contracts with condominium buyers, are capitalized while all other costs are expensed as incurred. Total estimated project costs include direct costs such as the carrying value of the land, site planning, architectural, construction and financing costs, as well as indirect cost allocations. The allocations include costs which clearly relate to the specific project, including certain infrastructure and amenity costs which benefit the project as well as others, and are based upon the relative sales value of the units. Costs incurred to sell condominium units are evaluated for capitalization in accordance with ASC 340-40, and incremental costs of obtaining a contract and costs to fulfill a contract are capitalized only if the costs relate directly to a specifically identified contract, enhance resources to satisfy performance obligations in the future and are expected to be recovered.

Master Planned Communities Land Sales

Revenues from land sales are recognized at a point in time when the land sale closing process is complete. The transaction price generally has both fixed and variable components, with the fixed price stipulated in the contract and representative of a single performance obligation. See Builder Price Participation ("BPP") below for a discussion of the variable component. The fixed transaction price, which is the amount of consideration received in full upon transfer of the land title to the buyer, is allocated to this single obligation and is received at closing of the land sale less any amounts previously paid on deposit.

The Company receives cash payments in the form of land purchase deposits from homebuilders or other commercial buyers who have contracted to purchase land, and HHC holds any escrowed deposits in Restricted cash or Cash and cash equivalents based on the terms of the contract.

In situations where the Company has completed the closing of a developed land parcel or superpad and consideration is paid in full, but a portion of HHC's performance obligation relating to the enhancement of the land is still unsatisfied, revenue related to HHC's obligation is recognized over time. The Company recognizes only the portion of the improved land sale where the improvements are fully satisfied based on a cost input method. The aggregate amount of the transaction price allocated to the unsatisfied obligation is recorded as deferred land sales and is presented in Accounts payable and accrued expenses. The Company measures the completion of HHC's unsatisfied obligation based on the costs remaining relative to the total cost at the date of closing.

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

Hospitality revenues

Hospitality revenues are recognized at a point in time in accordance with the pattern of each related service. Lodging is recognized on daily increments, while retail services such as food and beverage are recognized at the point of sale. The transaction price is fixed, clearly stipulated and representative of a single performance obligation in all cases. The duration of all contracts with customers of HHC's hospitality lodging and related services is generally short.

Builder Price Participation

BPP is the variable component of the transaction price for Master Planned Communities Land Sales. BPP is earned when a developer that acquired land from HHC develops and sells a home to an end user at a price higher than a predetermined breakpoint. The excess over the breakpoint is shared between HHC and the developer at the time of closing on the sale of the home based on a percentage previously agreed upon. The Company concluded that as of the Adoption Date and as of June 30, 2018, BPP was constrained, as discussed below, and accordingly, the Company did not recognize an estimate of variable consideration. The Company's conclusion is based on the following factors:


•	BPP is highly susceptible to factors outside HHC's influence such as unemployment and interest rates;


•	the time between the sale of land to a developer and closing on a completed home can take up to three years; and


•	historical experience is of little value when it comes to predicting future home prices.

The Company evaluates contracts with homebuilders with respect to BPP at each reporting period to determine whether a change in facts and circumstances has eliminated the constraint and will record an estimate of BPP revenue, if applicable.

Other land revenues - over time and point in time

Other land revenues recognized over time include ground maintenance revenue, homeowner association fee revenue and revenue from providing exclusive cable and internet services at the Company's Master Planned Communities ("MPC") for the benefit of the tenants and owners of the communities. These revenues are recognized over time, as time elapses. The amount of consideration and the duration are fixed, as stipulated in the related agreements, and represent a single performance obligation.

Other land revenues also include transfer fees on the secondary sales of homes in MPC, forfeitures of earnest money deposits by buyers of HHC's condominium units, and other miscellaneous items. These items are recognized at a point in time when the real estate closing process is complete or HHC has a legal right to the respective fee or deposit.

Other rental and property revenue - over time and point in time

Other rental and property revenues related to contracts with customers is generally comprised of baseball related ticket sales, retail operations, advertising and sponsorships. Season ticket sales are recognized over time as games take place. Baseball-related sponsorships generally cover a season, and the related revenue is recognized over time, as time elapses. Single tickets and retail operations are recognized at a point in time, at the time of sale. In all cases, the transaction prices are fixed, stipulated in the ticket, contract, or product, and representative in each case of a single performance obligation. From time to time, the Company enters into advertising and sponsorship agreements that allow third parties to display their advertising and products at HHC's venues for a certain amount of time. Consideration for these services is fixed as specified in each respective agreement, is related to a single performance obligation in each case and HHC recognizes the related revenue over time, as time elapses.

Contract Assets and Liabilities

Contract assets are the Company's right to consideration in exchange for goods or services that have been transferred to a customer, excluding any amounts presented as a receivable. Contract liabilities are the Company's obligation to transfer goods or services to a customer for which the Company has received consideration.

The Company had no contract assets as of January 1, 2018 and as of June 30, 2018. The beginning and ending balances of contract liabilities and significant activity during the period is as follows:



	Contract
(In thousands)	Liabilities
Balance as of January 1, 2018	$	179,179
Consideration earned during the period	(33,327		)
Consideration received during the period	97,808
Balance as of June 30, 2018	$	243,660

Remaining Unsatisfied Performance Obligations

The Company’s remaining unsatisfied performance obligations as of June 30, 2018 represent a measure of the total dollar value of work to be performed on contracts executed and in progress. These performance obligations are associated with contracts that generally are noncancellable by the customer after 30 days; however, purchasers of HHC's condominium units have the right to cancel the contract should the Company elect not to construct the condominium unit within a certain period of time or materially change the design of the condominium unit. The aggregate amount of the transaction price allocated to the Company's remaining unsatisfied performance obligations as of June 30, 2018 is $1.2 billion. The Company expects to recognize this amount as revenue over the following periods:



(In thousands)	Less than 1 year		1-2 years		3 years and thereafter
Total remaining unsatisfied performance obligations	$	715,346	$	204,058	$	256,030

The Company’s remaining performance obligations are adjusted to reflect any known project cancellations, revisions to project scope and cost, and deferrals, as appropriate. These amounts exclude estimated amounts of variable consideration which are constrained, such as BPP, as discussed above.

REAL ESTATE AND OTHER AFFILIATES

6 Months Ended

Jun. 30, 2018

Equity Method Investments and Joint Ventures [Abstract]

REAL ESTATE AND OTHER AFFILIATES

The Company's investments in real estate and other affiliates that are reported in accordance with 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)	2018		2017		2018		2017		2018			2017			2018			2017
Equity Method Investments
Master Planned Communities:
The Summit (a)	—	%	—	%	$	68,370	$	45,886	$	14,100		$	9,792		$	25,228		$	15,072
Operating Assets:
Las Vegas 51s, LLC (b)	100	%	100	%	—		—		—			—			—			(152		)
Constellation (b)	100	%	100	%	—		—		—			(385		)	—			(322		)
The Metropolitan Downtown Columbia (c)	50	%	50	%	—		—		204			216			284			274
Stewart Title of Montgomery County, TX	50	%	50	%	3,676		3,673		145			183			227			209
Woodlands Sarofim #1	20	%	20	%	2,702		2,696		16			23			36			30
m.flats/TEN.M (d)	50	%	50	%	4,281		6,521		(1,367		)	—			(2,304		)	—
Strategic Developments:
Circle T Ranch and Power Center	50	%	50	%	7,891		4,455		3,436			—			3,436			—
HHMK Development	50	%	50	%	10		10		—			—			—			—
KR Holdings	50	%	50	%	4		749		4			5			676			16
33 Peck Slip	35	%	35	%	8,654		8,651		(240		)	—			(240		)	(156		)
					95,588		72,641		16,298			9,834			27,343			14,971
Cost method investments					3,856		3,952		1			—			3,342			3,383
Investment in real estate and other affiliates					$	99,444	$	76,593	$	16,299		$	9,834		$	30,685		$	18,354


(a)	Please refer to the schedules below and elsewhere in this Quarterly Report for relevant financial statement information.


(b)	HHC acquired this joint venture partner’s interest in 2017 and has consolidated the assets and liabilities of the entity in its financial results.


(c)	The Metropolitan Downtown Columbia was in a deficit position of $3.1 million and $2.6 million at June 30, 2018 and December 31, 2017, respectively, due to distributions from operating cash flows in excess of basis. This deficit balance is presented in Accounts payable and accrued expenses at June 30, 2018 and December 31, 2017.


(d)	Property was transferred from Strategic Developments to Operating Assets during the three months ended March 31, 2018.

As of June 30, 2018, HHC is not the primary beneficiary of any of the joint ventures listed above because it does not have the power to direct activities that most significantly impact the economic performance of the joint ventures; therefore, the Company reports its interests in accordance with the equity method. As of June 30, 2018, approximately $191.6 million of indebtedness was secured by the properties owned by HHC's real estate and other affiliates of which HHC's share was approximately $88.9 million based upon economic ownership. All of this indebtedness is without recourse to HHC.

As of June 30, 2018, HHC is the primary beneficiary of four variable interest entities ("VIEs") which are consolidated in the financial statements. HHC began consolidating 110 North Wacker and its underlying entities in the second quarter of 2018 as further discussed below. As of December 31, 2017, HHC was the primary beneficiary of three VIEs which are consolidated in the financial statements. The creditors of the other three consolidated VIEs do not have recourse to the Company. As of June 30, 2018, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $115.4 million and $52.5 million, respectively. As of December 31, 2017, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $24.8 million and $2.7 million, respectively. The assets of the VIEs are restricted for use only by the particular VIEs and are not available for the Company's general operations.

During the second quarter of 2018, HHC executed a joint venture agreement with USAA related to 110 North Wacker. At execution, HHC contributed land with a book basis of $33.6 million and an agreed upon fair value of $85.0 million to obtain 90% ownership interest in the joint venture. USAA contributed $64.0 million in cash to obtain 10% ownership interest in the joint venture. The Company has subsequent capital obligations of $42.7 million, and USAA is required to fund up to $105.6 million in addition to its initial contribution. The Company has concluded that it is the primary beneficiary of the VIE because it has the power to direct activities that most significantly impact the joint venture’s economic performance during the development phase of the project.

Given the nature of the venture’s capital structure and the provisions for the liquidation of assets, the Company's share of the venture’s income-producing activities is recognized based on the Hypothetical Liquidation Book Value method, which represents an economic interest of approximately 33% for HHC. Under this method, HHC recognizes income or loss in Equity in earnings from real estate and other affiliates based on the change in its underlying share of the venture's net assets on a hypothetical liquidation basis as of the reporting date. After USAA receives a 9.0% preferred return on its capital contribution, HHC is entitled to cash distributions from the venture until it receives a 9.0% return. Subsequently, USAA is entitled to cash distributions equal to 11.11% of the amount distributed to HHC that resulted in a 9.0% return. Thereafter, the members are entitled to distributions pari passu to their ownership interest.

On April 30, 2018, the joint venture closed on a $494.5 million construction loan, which will be drawn upon over the period of development. In connection with closing, HHC received a $52.2 million distribution. The Company has provided financial guarantees up to $89.0 million and certain construction guarantees. The financial guarantees are released as certain project milestones are achieved.

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

After the Company receives its capital contribution of $125.4 million and a 5.0% preferred return on such capital contribution, Discovery is entitled to cash distributions by the joint venture until it has received two times its equity contribution. Any further cash distributions are shared equally. Given the nature of the venture’s capital structure and the provisions for the liquidation of assets, the Company's share of the venture’s income-producing activities is recognized based on the Hypothetical Liquidation Book Value method. Under this method, HHC recognizes income or loss based on the change in its underlying share of the venture's net assets on a hypothetical liquidation basis as of the reporting date.

Relevant financial statement information for The Summit is summarized as follows:



	June 30,		December 31,
(In millions)	2018		2017
Total Assets	$	213.9	$	166.9
Total Liabilities	143.4		118.9
Total Equity	70.5		48.0



	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2018		2017		2018		2017
Revenues (a)	$	37.5	$	20.7	$	60.9	$	32.2
Net income	14.1		9.8		25.2		15.1
Gross Margin	14.2		12.1		27.5		18.6


(a)	Revenues related to land sales at the joint venture are recognized on a percentage of completion basis as The Summit follows the private company timeline for implementation of the New Revenue Standard of January 1, 2019. The Company has evaluated this impact and concluded that at this time it is not material to HHC's Condensed Consolidated Financial Statements.

RECENT TRANSACTIONS	6 Months Ended
RECENT TRANSACTIONS	Jun. 30, 2018
Business Combinations [Abstract]
RECENT TRANSACTIONS	RECENT TRANSACTIONS On July 10, 2018, the Company closed on the sale of 123 acres in Summerlin for a total sales price of $69.0 million. The transaction included a seller financing note in the amount of $35.8 million which will be payable in full on December 7, 2018. On June 8, 2018, the Company acquired the property at 250 Water Street, an approximately one-acre parking lot in the Seaport District. The Company purchased the site for $180.0 million plus closing costs, consisting of an initial payment of $53.1 million and a $129.7 million note payable. The loan has an initial interest-free term of six months with an initial maturity date of December 8, 2018, and three, six-month extension options at a rate of 6.00%. The second and third extension options each require a $30.0 million pay down. On April 30, 2018, the Company and its joint venture partners closed on a $494.5 million construction loan for 110 North Wacker, of which the Company has guaranteed approximately $89.0 million. The loan initially bears interest at LIBOR plus 3.00% and steps up or down based on various leasing thresholds. The loan has an initial maturity date of April 30, 2022, and two, one-year extension options. On February 23, 2018, the Company repurchased 475,920 shares of HHC common stock, par value $0.01 per share, in a private transaction with an unaffiliated entity at a purchase price of $120.33 per share, or approximately $57.3 million in the aggregate. The repurchase transaction was consummated on February 21, 2018 and was funded with cash on hand. The shares were added to the Company's treasury stock upon repurchase.

IMPAIRMENT	6 Months Ended
IMPAIRMENT	Jun. 30, 2018
Asset Impairment Charges [Abstract]
IMPAIRMENT	IMPAIRMENT The Company reviews its long-lived assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. With respect to the Investment in real estate and other affiliates, a series of operating losses of an underlying asset or other factors may indicate that a decrease in value has occurred which is other‑than‑temporary. The investment in each Real Estate and Other Affiliate is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other‑than‑temporary. No impairment charges were recorded during the three and six months ended June 30, 2018 or during the year ended December 31, 2017. The Company periodically evaluates its strategic alternatives with respect to each of its properties and may revise its strategy from time to time, including its intent to hold an asset on a long-term basis or the timing of potential asset dispositions. These changes in strategy could result in impairment charges in future periods.

OTHER ASSETS AND LIABILITIES

6 Months Ended

Jun. 30, 2018

OTHER ASSETS AND LIABILITIES

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)	2018		2017
Condominium inventory	$	46,780	$	—
Straight-line rent	44,560		39,136
Intangibles	34,295		34,802
Special Improvement District receivable	25,206		26,430
Below-market ground leases	18,478		18,647
Security and escrow deposits	16,986		16,949
Equipment, net of accumulated depreciation of $7.5 million and $6.9 million, respectively	16,380		16,955
Other	13,127		4,798
Prepaid expenses	10,599		11,731
Tenant incentives and other receivables	9,135		8,482
In-place leases	9,091		10,821
Interest rate swap derivative assets	7,269		4,470
TIF receivable	6,872		14,444
Federal income tax receivable	2,000		2,198
Above-market tenant leases	1,347		1,648
Condominium receivables	—		158,516
Prepaid expenses and other assets, net	$	262,125	$	370,027

The $107.9 million net decrease primarily relates to the following: (i) $158.5 million decrease in Condominium receivables of which $99.6 million relates to the adoption of the New Revenue Standard; (ii) $1.7 million decrease in In-place leases; (iii) $1.2 million decrease in Special Improvement District receivable; and (iv) $1.1 million decrease in Prepaid expenses, which were partially offset by the following: (i) $46.8 million increase in Condominium inventory; (ii) $5.4 million increase in Straight-line rent due to additional Operating Assets placed in service during the year; and (iii) $2.8 million increase in Interest rate swap derivative assets.

Accounts Payable and Accrued Expenses

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



	June 30,		December 31,
(In thousands)	2018		2017
Construction payables	$	290,991	$	217,838
Condominium deposit liabilities	203,481		55,975
Deferred income	51,894		53,337
Other	28,154		34,699
Accrued payroll and other employee liabilities	25,790		41,236
Tenant and other deposits	25,138		18,937
Accrued interest	22,135		20,322
Accounts payable and accrued expenses	21,922		35,887
Accrued real estate taxes	17,471		22,289
Straight-line ground rent liability	15,844		14,944
Interest rate swaps	694		5,961
Above-market ground leases	—		293
Accounts payable and accrued expenses	$	703,514	$	521,718

The $181.8 million net increase in total Accounts payable and accrued expenses primarily relates to the following: (i) $147.5 million increase in Condominium deposit liabilities, $99.6 million of which relates to the impact of the adoption of the New Revenue Standard, with the remainder representing new sales, primarily at Ae‘o and ‘A‘ali‘i; (ii) $73.2 million increase in Construction payables predominantly related to the towers under construction at Ward Village as the projects move toward completion; and (iii) $6.2 million increase in Tenant and other deposits, which were partially offset by the following: (i) $15.4 million decrease in Accrued payroll and other employee liabilities due to payment in the first quarter of 2018 of annual incentive bonus for 2017; (ii) $14.0 million decrease in Accounts payable and accrued expenses; (iii) $6.5 million decrease in Other; (iv) $5.3 million decrease in Interest rate swaps; and (v) $4.8 million decrease in Accrued real estate taxes.

MORTGAGES, NOTES AND LOANS PAYABLE

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

MORTGAGES, NOTES AND LOANS PAYABLE

Mortgages, notes and loans payable are summarized as follows:



	June 30,			December 31,
(In thousands)	2018			2017
Fixed-rate debt:
Unsecured 5.375% Senior Notes	$	1,000,000		$	1,000,000
Secured mortgages, notes and loans payable	621,959			499,299
Special Improvement District bonds	21,235			27,576
Variable-rate debt:
Mortgages, notes and loans payable (a)	1,520,577			1,350,914
Unamortized bond issuance costs	(6,502		)	(6,898		)
Deferred financing costs	(19,496		)	(12,946		)
Total mortgages, notes and loans payable, net	$	3,137,773		$	2,857,945


(a)	As more fully described in Note 9 - Derivative Instruments and Hedging Activities, as of June 30, 2018 and December 31, 2017, $172.5 million and $428.3 million, respectively, of variable‑rate debt has been swapped to a fixed-rate or is subject to fixed interest rate collar contracts for the term of the related debt.

Certain of the Company's 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 subject to a prepayment penalty equal to a yield maintenance premium, defeasance or percentage of the loan balance. As of June 30, 2018, land, buildings and equipment and developments with a net book value of $4.1 billion have been pledged as collateral for HHC's Mortgages, notes and loans payable, net. As of June 30, 2018, the Company was in compliance with all of its financial covenants included in the debt agreements governing its indebtedness.

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 the Company 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 the Company previously paid with respect to such proportionate share of the bond. In the six months ended June 30, 2018, no new SID bonds were issued and $5.5 million in obligations were assumed by buyers.

Recent Financing Activity

On July 27, 2018, the Company closed on a $34.2 million construction loan for Bridgeland Apartments, initially bearing interest at one-month LIBOR plus 2.25% with an initial maturity date of July 27, 2022 and one, one-year extension option.

On July 20, 2018 the Company closed on a $51.2 million loan for Summerlin Ballpark, bearing interest at 4.92% with a maturity date of December 15, 2039.

Financing Activity During the Six Months Ended June 30, 2018

On June 8, 2018, the Company closed on a $129.7 million note payable for 250 Water Street, an approximately one-acre parking lot in the Seaport District. The loan has an initial interest-free term of six months with an initial maturity date of December 8, 2018, and three, six-month extension options at a rate of 6.00%. The second and third extension options each require a $30.0 million pay down.

On April 30, 2018, the Company and its joint venture partners closed on a $494.5 million construction loan for 110 North Wacker, of which the Company has guaranteed approximately $89.0 million. The loan initially bears interest at LIBOR plus 3.00% and steps up or down based on various leasing thresholds. The loan has an initial maturity date of April 30, 2022, and two, one-year extension options.

On April 13, 2018, the Company repaid the $11.8 million loan for Lakeland Village Center at Bridgeland.

On March 26, 2018, the Company closed on a $44.1 million construction loan for Downtown Summerlin Apartments, bearing interest at one-month LIBOR plus 2.25% with an initial maturity date of October 1, 2021 and one, three-year extension option.

On January 25, 2018, the Company closed on a $15.5 million construction loan for Lake Woodlands Crossing Retail, a project located in The Woodlands, Texas. The loan bears interest at LIBOR plus 1.80%, matures on January 25, 2023, and has an initial maximum recourse of 50% of the outstanding balance prior to completion of construction, at which point the repayment guarantee will reduce to 15% provided the project is 90% leased.

On January 19, 2018, the Company paid off the $18.9 million mortgage loan for 110 North Wacker and settled the related swap liability of $0.3 million.

On January 5, 2018, the Company modified and extended the $65.5 million Three Hughes Landing facility. The loan bears interest at one-month LIBOR plus 2.60% with an initial maturity of December 5, 2018, and two, one-year extension options.

FAIR VALUE

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE

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

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



	June 30, 2018								December 31, 2017
	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	$	50,461	$	50,461	$	—	$	—	$	50,135	$	50,135	$	—	$	—
Interest rate swap derivative assets	7,269		—		7,269		—		4,470		—		4,470		—
Liabilities:
Interest rate swap derivative liabilities	694		—		694		—		5,961		—		5,961		—

Cash equivalents consist of registered money market mutual funds which are invested in United States Treasury bills 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.

In 2010 and 2011, the Company entered into warrant agreements (the "Sponsor Warrants and Management Warrants") with various parties to purchase shares of HHC common stock. As discussed further in Note 13 – Warrants, all Sponsor and Management warrants granted prior to 2016, which were accounted for as warrant liabilities, had been exercised as of December 31, 2017. The following table presents a rollforward of the valuation of the Company's Warrant liabilities:



(In thousands)	2018		2017
Balance as of January 1	$	—	$	332,170
Warrant liability loss (a)	—		43,443
Exercises of Sponsor and Management Warrants	—		(375,613		)
Balance as of June 30	$	—	$	—


(a)	For 2017, this amount represents losses recognized related to each Sponsor and Management Warrant prior to the respective exercise date. Changes in the fair value of the Sponsor Warrants and Management Warrants prior to exercise were recognized in net income as a warrant liability gain or loss.

The valuation of warrants was based on an option pricing valuation model, utilizing inputs which were classified as Level 3 due to the unavailability of comparable market data. The inputs to the valuation model included the fair value of stock related to the warrants, exercise price and term of the warrants, expected volatility, risk-free interest rate, dividend yield and, as appropriate, a discount for lack of marketability. Generally, an increase in expected volatility would increase the fair value of the liability. The impact of the volatility on fair value diminished as the market value of the stock increased above the strike price. As the period of restriction lapsed, the marketability discount reduced to zero and increased the fair value of the warrants.

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



		June 30, 2018				December 31, 2017
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and restricted cash	Level 1	$	685,908	$	685,908	$	914,165	$	914,165
Accounts receivable, net (a)	Level 3	13,471		13,471		13,041		13,041
Notes receivable, net (b)	Level 3	4,085		4,085		5,864		5,864

Liabilities:
Fixed-rate debt (c)	Level 2	1,643,194		1,622,249		1,526,875		1,554,766
Variable-rate debt (c)	Level 2	1,520,577		1,520,577		1,350,914		1,350,914


(a)	Accounts receivable, net is shown net of an allowance of $8.0 million and $9.3 million at June 30, 2018 and December 31, 2017, respectively.


(b)	Notes receivable, net is shown net of an allowance of $0.1 million at June 30, 2018 and December 31, 2017.


(c)	Excludes related unamortized financing costs.

The fair value of the Company's 2025 Notes, included in fixed-rate debt in the table above, is based upon the trade price closest to the end of the period presented. The fair value of other fixed-rate debt in the table above (please refer to Note 7 – Mortgages, Notes and Loans Payable in the Company's Condensed Consolidated Financial Statements), was estimated based on a discounted future cash payment model, which includes risk premiums and a risk free rate derived from the current London Interbank Offered Rate (“LIBOR”) or U.S. Treasury obligation interest rates. The discount rates reflect the Company's 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 carrying amounts for the Company's 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, net approximate fair value because of the short‑term maturity of these instruments. The fair value of Notes receivable, net is based on the fair value of the collateral which exceeds the carrying basis of the notes as of June 30, 2018.

- Definition

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

+ References + Details

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

6 Months Ended

Jun. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to interest rate risk related to its variable interest rate debt, and it manages this risk by utilizing interest rate derivatives. To add stability to interest costs by reducing the Company's exposure to interest rate movements, the Company uses interest rate swaps, collars and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company's fixed‑rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above an established ceiling rate and payment of variable amounts to a counterparty if interest rates fall below an established floor rate. No payments or receipts are exchanged on interest rate collar contracts unless interest rates rise above or fall below the established ceiling and floor rates. 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 Company's interest rate caps are not currently designated as hedges, and therefore, any gain or loss is recognized in current period earnings. These derivatives are recorded on a gross basis at fair value.

The change in the fair value of derivatives designated and qualifying 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 within the same income statement line item being hedged. During the three and six months ended June 30, 2017, the ineffective portion recorded was insignificant. During the three and six months ended June 30, 2018, the ineffective portion recorded in Other income, net was $0.7 million. As discussed in Note 2 - Accounting Policies and Pronouncements, the Company reclassified ineffectiveness recorded in 2017 and prior to Accumulated deficit as of January 1, 2018, upon adoption of ASU 2017-12.

Assessments of hedge effectiveness are performed quarterly using regression analysis. HHC is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. To mitigate its credit risk, the Company enters into agreements with counterparties that are considered credit-worthy, such as large financial institutions with favorable credit ratings. As of June 30, 2018, there was one termination event and no events of default related to the interest rate swaps. There were no termination events or events of default in the year ended December 31, 2017.

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.

During the three months ended June 30, 2018, the Company settled $250.0 million of forward interest rate swap agreements designated as cash flow hedges of the interest rate variability on the forecasted issuance of debt, receiving a payment of $9.4 million. The Company has deferred the effective portion of the fair value change of these swaps in Accumulated other comprehensive income (loss) on the accompanying Condensed Consolidated Balance Sheets and will recognize the impact as a component of interest expense, net, over the next 9.5 years, which is the original forecasted period. As of June 30, 2018, the Company has no outstanding forward interest rate swap agreements.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable‑rate debt. Over the next 12 months, we estimate that an additional $2.8 million of net gains will be reclassified to interest expense.

The following table summarizes certain terms of the Company's derivative contracts:



									Fair Value Asset (Liability)
					Fixed Interest		Effective	Maturity	June 30,			December 31,
(In thousands)		Balance Sheet Location	Notional		Rate		Date	Date	2018			2017
Currently-paying contracts:
Interest Rate Swap	(a)	Accounts payable and accrued expenses	$	18,926	2.96	%	5/10/2011	10/31/2019	$	—		$	(286	)
Interest Rate Swap	(b)	Prepaid expenses and other assets, net	40,000		1.66	%	5/6/2015	5/1/2020	664			299
Interest Rate Swap	(b)	Prepaid expenses and other assets, net	119,359		1.14	%	10/3/2016	9/12/2021	5,747			4,007
Interest Rate Cap	(c)	Prepaid expenses and other assets, net	75,000		5.00	%	9/1/2017	8/31/2019	—			—
Interest Rate Cap	(d)	Prepaid expenses and other assets, net	230,000		2.50	%	12/22/2016	12/23/2019	684			164
Interest Rate Swap	(b) (e)	Prepaid expenses and other assets, net	50,000		2.65	%	12/31/2017	12/31/2027	—			(1,124		)
Interest Rate Swap	(b) (e)	Prepaid expenses and other assets, net	100,000		2.68	%	12/31/2017	12/31/2027	—			(2,509		)
Interest Rate Swap	(b) (e)	Prepaid expenses and other assets, net	100,000		2.62	%	12/31/2017	12/31/2027	—			(2,042		)
Interest Rate Collar	(b) (f)	Prepaid expenses and other assets, net	51,592		1.50% - 2.50%		7/1/2018	5/1/2019	24			—
Interest Rate Collar	(b) (f)	Prepaid expenses and other assets, net	193,967		2.00% - 3.00%		5/1/2019	5/1/2020	62			—
Interest Rate Collar	(b) (f)	Prepaid expenses and other assets, net	354,217		2.25% - 3.25%		5/1/2020	5/1/2021	88			—
Interest Rate Collar	(b) (f)	Accounts payable and accrued expenses	381,404		2.75% - 3.50%		5/1/2021	4/30/2022	(694		)	—
Total fair value derivative assets									$	7,269		$	4,470
Total fair value derivative liabilities									$	(694	)	$	(5,961	)


(a)	On January 19, 2018 HHC repaid in full the $18.9 million mortgage loan for 110 North Wacker and settled the related swap liability of $0.3 million.


(b)	Denotes derivatives designated as hedging instruments.


(c)	Denotes a derivative contract that is not currently designated as a hedging instrument. Interest (income) expense included in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 related to this contract is not meaningful.


(d)	Denotes a derivative contract that is not currently designated as a hedging instrument. Interest (income) expense of $0.2 million and $0.5 million is included in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018, respectively, related to this contract.


(e)	On May 17, 2018, the Company settled $250 million in forward starting swaps.


(f)	On May 17, 2018 and May 18, 2018, the Company entered into interest rate collars which are designated as cash flow hedges.

The tables below present the effect of the Company's derivative financial instruments on the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017 (in thousands):



	Amount of Gain (Loss) Recognized					Amount of Gain (Loss) Recognized
	in AOCI on Derivative					in AOCI on Derivative
	Three Months Ended June 30,					Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships	2018		2017			2018		2017
Interest rate swaps	$	6,005	$	(2,816	)	$	14,266	$	(2,581	)



	Amount of Gain (Loss) Reclassified from					Amount of Gain (Loss) Reclassified from
	AOCI into Operations					AOCI into Operations
	Three Months Ended June 30,					Three Months Ended June 30,
Location of Loss Reclassified from AOCI into Operations	2018		2017			2018		2017
Interest expense	$	652	$	(133	)	$	868	$	(331	)



	Total Interest Expense Presented				Total Interest Expense Presented
	in the Results of Operations in which				in the Results of Operations in which
	the Effects of Cash Flow Hedges are Recorded				the Effects of Cash Flow Hedges are Recorded
	Three Months Ended June 30,				Six Months Ended June 30,
Interest Expense Presented in Results of Operations	2018		2017		2018		2017
Interest expense	$	18,903	$	14,448	$	35,512	$	32,306

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES In the normal course of business, from time to time, the Company is involved in legal proceedings relating to the ownership and operations of its 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 HHC's consolidated financial position, results of operations or liquidity. As of June 30, 2018 and December 31, 2017, the Company had outstanding letters of credit totaling $13.6 million and $13.8 million and surety bonds totaling $92.3 million and $88.5 million, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. The Company leases land or buildings at certain properties from third parties. Rental payments are expensed as incurred and, to the extent applicable, have been straight-lined over the term of the lease. Contractual rental expense, including participation rent, was $2.3 million and $2.1 million for the three months ended June 30, 2018 and 2017, respectively, and $5.0 million and $4.2 million for the six months ended June 30, 2018 and 2017, respectively. The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount was not significant. The Company has entered into guaranty agreements as part of certain development projects. In conjunction with the execution of the ground lease for Seaport District NYC, the Company executed a completion guaranty for the redevelopment of Pier 17 and the Tin Building. As part of the Funding Agreement for the Downtown Columbia Redevelopment District TIF bonds, one of HHC's wholly-owned subsidiaries has agreed to complete certain defined public improvements and to indemnify Howard County, Maryland for certain matters. The Company has guaranteed these obligations, with a limit of $1.0 million, expiring on October 31, 2020. To the extent that increases in taxes do not cover debt service payments on the TIF bonds, HHC’s wholly-owned subsidiary is obligated to pay special taxes. The Company evaluates the likelihood of future performance under these guarantees and did not record an obligation as of June 30, 2018 and December 31, 2017.

STOCK-BASED PLANS

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED PLANS

STOCK BASED PLANS

The Company's stock based plans are described and informational disclosures are provided in the Notes to the Consolidated Financial Statements included in the Annual Report.

Stock Options

The following table summarizes the Company's stock option plan activity for the six months ended June 30, 2018:



	Stock Options		Weighted Average Exercise Price
Stock Options outstanding at December 31, 2017	783,182		$	90.22
Granted	245,500		125.49
Exercised	(143,636	)	64.40
Forfeited	(29,500	)	118.15
June 30, 2018	855,546		$	103.71

Compensation costs related to stock options were $1.0 million and $1.6 million for the three and six months ended June 30, 2018, respectively, of which $0.6 million and $0.9 million were capitalized to development projects, respectively. Compensation costs related to stock options were $0.2 million and $1.0 million for the three and six months ended June 30, 2017, none of which and $0.3 million of which were capitalized to development projects, respectively.

Restricted Stock

The following table summarizes restricted stock activity for the six months ended June 30, 2018:



	Restricted Stock		Weighted Average Grant Date Fair Value
Restricted stock outstanding at December 31, 2017	354,519		$	89.00
Granted	141,332		82.96
Vested	(8,255	)	124.89
Forfeited	(9,393	)	83.39
Restricted stock outstanding at June 30, 2018	478,203		$	86.71

Compensation costs related to restricted stock awards were $2.1 million and $4.1 million for the three and six months ended June 30, 2018, respectively, of which $0.3 million and $0.6 million were capitalized to development projects, respectively. Compensation costs related to restricted stock awards were $1.5 million and $3.0 million for the three and six months ended June 30, 2017, respectively, of which $0.2 million and $0.5 million were capitalized to development projects, respectively.

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2018
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company has significant permanent differences, primarily from stock compensation deductions and non-deductible executive compensation, which cause the effective tax rate to deviate from statutory rates. The effective tax rate, based upon actual operating results, was 32.2% and 34.0% for the three and six months ended June 30, 2018, respectively, compared to 83.9% and 74.8% for the three and six months ended June 30, 2017, respectively. The change in the tax rate was primarily attributable to changes in the federal income tax rate due to the passage of the Tax Cuts and Jobs Act, non-deductible executive compensation, warrant liability in 2017, valuation allowance related to HHC's deferred tax assets, stock compensation deduction and other items which are permanent differences for tax purposes. The decrease in Deferred tax liabilities between December 31, 2017 and June 30, 2018 is due primarily to the cumulative effect adjustment of $89.3 million on adoption of ASU 2014-09 Revenues from Contracts with Customers (Topic 606), resulting in a $19.6 million decrease in the deferred tax liability.

WARRANTS	6 Months Ended
WARRANTS	Jun. 30, 2018
Other Liabilities [Abstract]
WARRANTS	WARRANTS In 2010 and 2011, the Company entered into warrant agreements with various parties to purchase shares of HHC common stock. The Sponsor Warrants and Management Warrants were exercised and settled in 2017. Prior to their exercise, the fair values for the Sponsor Warrants and Management Warrants were recorded as liabilities in the Company's Consolidated Balance Sheets because the holders of these warrants could require the Company to settle such warrants in cash upon a change of control. The fair values prior to their settlement in 2017 were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data, as further discussed in Note 8 – Fair Value in the Company's Condensed Consolidated Financial Statements. Decreases and increases in the fair value of the Sponsor and Management Warrants prior to their settlements were recognized as warrant liability gains or losses in the Condensed Consolidated Statements of Operations. On October 7, 2016, the Company entered into a warrant agreement with its Chief Financial Officer, David R. O’Reilly, prior to his appointment to the position. Upon exercise of his warrant, Mr. O’Reilly may acquire 50,125 shares of common stock at an exercise price of $112.08 per share. Mr. O’Reilly’s warrant was issued at fair value in exchange for a $1.0 million cash payment. Mr. O'Reilly's Warrant becomes exercisable on April 6, 2022, subject to earlier exercise upon certain change in control, separation and termination provisions. On June 16, 2017 and October 4, 2017, the Company also entered into new warrant agreements with its Chief Executive Officer, David R. Weinreb, and President, Grant Herlitz, to acquire 1,965,409 shares and 87,951 shares of common stock for the purchase price of $50.0 million and $2.0 million, respectively. Mr. Weinreb’s new warrant becomes exercisable on June 15, 2022, at an exercise price of $124.64 per share, and Mr. Herlitz’s new warrant becomes exercisable on October 3, 2022, at an exercise price of $117.01 per share, subject to earlier exercise upon certain change in control, separation and termination provisions. The purchase prices paid by the respective executives for the O’Reilly Warrant and Mr. Weinreb’s and Mr. Herlitz’s new warrants, which qualify as equity instruments, are included within Additional paid-in capital in the Condensed Consolidated Balance Sheets at June 30, 2018 and December 31, 2017.

- Definition

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

+ References + Details

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

6 Months Ended

Jun. 30, 2018

Stockholders' Equity Note [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables summarize changes in Accumulated Other Comprehensive Income (Loss) by component, all of which are presented net of tax:



	Three Months Ended June 30,
(In thousands)	2018			2017
Balance as of March 31	$	(797	)	$	(6,428	)
Other comprehensive income before reclassifications	6,054			(2,862		)
Loss (gain) reclassified from accumulated other comprehensive loss to net income (loss)	(652		)	133
Pension adjustment	(2,010		)	—
Terminated swap amortization	(80		)	—
Net current-period other comprehensive income	3,312			(2,729		)
Balance as of June 30	$	2,515		$	(9,157	)

	Six Months Ended June 30,
(In thousands)	2018			2017
Balance as of January 1	$	(6,965	)	$	(6,786	)
Other comprehensive income before reclassifications	14,325			(2,702		)
Loss (gain) reclassified from accumulated other comprehensive loss to net income (loss)	(868		)	331
Adjustment related to adoption of ASU 2018-02	(1,148		)	—
Adjustment related to adoption of ASU 2017-12	(739		)	—
Pension adjustment	(2,010		)	—
Terminated swap amortization	(80		)	—
Net current-period other comprehensive income	9,480			(2,371		)
Balance as of June 30	$	2,515		$	(9,157	)

The following table summarizes the amounts reclassified out of AOCI:



		Amounts reclassified from Accumulated Other Comprehensive Income (Loss)						Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) Components	Affected line items in the	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	Statements of Operations	2018			2017			2018			2017
Losses (gains) on cash flow hedges	Interest expense	$	(825	)	$	212		$	(1,099	)	$	527
Interest rate swap contracts	Provision for income taxes	173			(79		)	231			(196		)
Total reclassifications of loss (income) for the period	Net of tax	$	(652	)	$	133		$	(868	)	$	331

EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income 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 warrants is computed using the if‑converted method prior to their exercise.

Information related to the Company's EPS calculations is summarized as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands, except per share amounts)	2018			2017		2018			2017
Basic EPS:
Numerator:
Net (loss) income	$	(5,879	)	$	3,120	$	(4,045	)	$	8,779
Net loss attributable to noncontrolling interests	791			—		431			—
Net (loss) income attributable to common stockholders	$	(5,088	)	$	3,120	$	(3,614	)	$	8,779

Denominator:
Weighted average basic common shares outstanding	42,573			40,373		43,014			40,088

Diluted EPS:
Numerator:
Net (loss) income attributable to common stockholders	$	(5,088	)	$	3,120	$	(3,614	)	$	8,779

Denominator:
Weighted average basic common shares outstanding	42,573			40,373		43,014			40,088
Restricted stock and stock options	212			291		215			305
Warrants	157			2,387		157			2,689
Weighted average diluted common shares outstanding	42,942			43,051		43,386			43,082

Basic income per share:	$	(0.12	)	$	0.08	$	(0.08	)	$	0.22

Diluted income per share:	$	(0.12	)	$	0.07	$	(0.08	)	$	0.20

The diluted EPS computation for the three and six months ended June 30, 2018 excludes 374,500 and 413,000 stock options, respectively, because their inclusion would have been anti-dilutive. The diluted EPS computation for the three and six months ended June 30, 2018 excludes 233,721 shares of restricted stock because certain stock price conditions provided for in the restricted stock awards have not been satisfied.

The diluted EPS computation for the three and six months ended June 30, 2017 excludes 308,500 and 315,000 stock options, respectively, because their inclusion would have been anti-dilutive. The diluted EPS computation for the three and six months ended June 30, 2017 excludes 167,005 shares of restricted stock because performance conditions provided for in the restricted stock awards have not been satisfied.

SEGMENTS

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

SEGMENTS

The Company has three business segments which offer different products and services. HHC's three segments are managed separately because each requires different operating strategies or management expertise and are reflective of management’s operating philosophies and methods. As further discussed in Item 2, the one common operating measure used to assess operating results for our business segments is earnings before taxes ("EBT"). HHC's segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur. The Company does not distinguish or group the combined operations on a geographic basis. Furthermore, all operations are within the United States. The Company's reportable segments are as follows:


•	MPC – consists of 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 – consists of retail, office, hospitality and multi-family properties along with other real estate investments. These assets are currently generating revenues and are comprised of commercial real estate properties recently developed or acquired, and properties with an opportunity to redevelop, reposition or sell to improve segment performance or to recycle capital.


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

Effective January 1, 2017, the Company moved the Seaport District assets under construction and related activities from Operating Assets to Strategic Developments. The Seaport District operating properties and related operating results remain presented within Operating Assets.

Segment operating results are as follows:



	Three Months Ended June 30,
	2018			2017			2018			2017			2018			2017			2018			2017
(In thousands)	Operating						MPC						Strategic						Consolidated
Total revenues	$	93,223		$	81,878		$	62,765		$	78,076		$	25,017		$	148,685		$	181,005		$	308,639
Total operating expenses	44,586			42,466			37,003			40,683			38,156			109,087			119,745			192,236
Segment operating income (loss)	48,637			39,412			25,762			37,393			(13,139		)	39,598			61,260			116,403
Depreciation and amortization	(25,688		)	(32,244		)	(85		)	(79		)	(1,113		)	(491		)	(26,886		)	(32,814		)
Interest (expense) income, net	(17,308		)	(15,540		)	6,808			5,990			6,417			6,734			(4,083		)	(2,816		)
Equity in earnings (loss) from real estate and other affiliates	(1,001		)	37			14,100			9,792			3,200			5			16,299			9,834
Gains on sales of properties	—			—			—			—			—			—			—			—
Segment EBT	$	4,640		$	(8,335	)	$	46,585		$	53,096		$	(4,635	)	$	45,846		$	46,590		$	90,607

							Corporate expenses and other items												52,469			87,487
							Net (loss) income												$	(5,879	)	$	3,120
							Net loss attributable to noncontrolling interests												791			—
							Net (loss) income attributable to common stockholders												$	(5,088	)	$	3,120



	Six Months Ended June 30,
	2018			2017			2018			2017			2018			2017			2018			2017
(In thousands)	Operating						MPC						Strategic						Consolidated
Total revenues	$	184,481		$	163,965		$	118,530		$	146,782		$	39,673		$	229,654		$	342,684		$	540,401
Total operating expenses	89,390			82,042			73,371			75,948			50,923			173,444			213,684			331,434
Segment operating income	95,091			81,923			45,159			70,834			(11,250		)	56,210			129,000			208,967
Depreciation and amortization	(50,861		)	(55,033		)	(166		)	(171		)	(2,178		)	(1,159		)	(53,205		)	(56,363		)
Interest (expense) income, net	(33,995		)	(30,064		)	13,200			11,547			13,941			11,338			(6,854		)	(7,179		)
Equity in earnings from real estate and other affiliates	1,585			3,422			25,228			15,072			3,872			(140		)	30,685			18,354
Gains on sales of properties	—			—			—			—			—			32,215			—			32,215
Segment EBT	$	11,820		$	248		$	83,421		$	97,282		$	4,385		$	98,464		$	99,626		$	195,994

							Corporate expenses and other items												103,671			187,215
							Net (loss) income												$	(4,045	)	$	8,779
							Net loss attributable to noncontrolling interests												431			—
							Net (loss) income attributable to common stockholders												$	(3,614	)	$	8,779

We recognized an operating loss of $(13.1) million and $(11.2) million for the three and six months ended June 30, 2018, respectively, in Strategic Developments, primarily due to a $13.4 million charge for window repairs at our Waiea condominium tower in Ward Village. This charge represents the Company's current best estimate of total costs to complete the repairs. While we expect to recover these costs in future periods, we will not recognize any recovery until the amount can be estimated and is considered probable for financial reporting purposes.

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)	2018		2017
Master Planned Communities	$	2,033,835	$	1,999,090
Operating Assets	2,592,813		2,489,177
Strategic Developments	2,037,105		1,511,612
Total segment assets	6,663,753		5,999,879
Corporate and other	469,944		729,185
Total assets	$	7,133,697	$	6,729,064

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Policies)	6 Months Ended
ACCOUNTING POLICIES AND PRONOUNCEMENTS (Policies)	Jun. 30, 2018
Accounting Policies [Abstract]
Accounting Policies and Pronouncements	In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. The standard addresses how certain cash receipts and payments are presented and classified in the statements of cash flows, including debt extinguishment costs, distributions from equity method investees and contingent consideration payments made after a business combination. The effective date of this standard is for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company adopted this standard retrospectively, as of January 1, 2018. ASU 2016-15 had no impact on the Company's presentation of operating, investing and financing activities related to certain cash receipts and payments on its consolidated statements of cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. The standard modifies the impairment model for most financial assets, including trade accounts receivables and loans, and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The effective date of the standard is for fiscal years, and for interim periods within those years, beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-13 may have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 is codified in Accounting Standards Codification (“ASC”) 842. The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The effective date of this standard is for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application. The Company is currently evaluating the impact of adopting ASU 2016-02 on the consolidated financial statements. The Company anticipates a material increase to assets and liabilities as it will be required to capitalize its ground leases, office leases and certain office equipment leases where the Company is the lessee. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which will require entities to recognize changes in equity investments with readily determinable fair values in net income. For equity investments without readily determinable fair values, the ASU permits the application of a measurement alternative using the cost of the investment, less any impairments, plus or minus changes resulting from observable price changes for an identical or similar investment of the same issuer. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017, and it must be adopted via a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The Company adopted the guidance as of January 1, 2018. As none of the Company's equity investments have readily determinable fair values, the adoption of this ASU does not have an impact on its consolidated financial statements. The following is a summary of recently issued and other notable accounting pronouncements which relate to HHC's business. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2018. The amendments must be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. Early adoption is permitted. The Company adopted ASU 2018-02 as of January 1, 2018, and an election was made to reclassify $1.1 million from Accumulated other comprehensive income (loss) to Accumulated deficit. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, to enable entities to better portray the economic results of their risk management activities in their financial statements. The ASU expands an entity’s ability to hedge nonfinancial and financial risk components and reduce complexity in fair value hedges of interest rate risk and eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The ASU also eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same Consolidated Statements of Operations line as the hedged item. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2018. The new standard must be adopted using a modified retrospective approach with early adoption permitted. The Company adopted ASU 2017-12 as of January 1, 2018 and, as a result, $0.7 million of ineffectiveness recognized prior to 2018 for its swaps was reclassified to Accumulated deficit from Accumulated other comprehensive income (loss). In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, to provide clarity and reduce the diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation. Stakeholders observed that the definition of the term “modification” is broad and that its interpretation results in diversity in practice. The ASU states that when an entity concludes that a change is not substantive, then modification accounting does not apply. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017. The new standard must be adopted prospectively to an award modified on or after the adoption date. Early adoption is permitted. The Company adopted ASU 2017-09 as of January 1, 2018 and, as a result, will apply this guidance to any modifications made to either the stock option or restricted stock award plans. In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20). The standard defines an “in-substance nonfinancial asset” as a financial asset promised to a counterparty in a contract if substantially all the fair value of the assets is concentrated in nonfinancial assets. The ASU also provides guidance for accounting for partial sales of nonfinancial assets such as real estate. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017. The new standard must be adopted retrospectively with early adoption permitted. The Company adopted ASU 2017-05 as of January 1, 2018, and it did not have an impact on the Company’s financial position or results of operations as the Company did not have partial sales in the period presented. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This standard is intended to simplify the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. In computing the implied fair value of goodwill under step two, an entity determined the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, an entity will perform only step one of its quantitative goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and then recognizing the impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. An entity will still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative step one impairment test is necessary. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2019. The new standard must be adopted prospectively with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statements of cash flows. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2017.

BASIS OF PRESENTATION AND ORGANIZATION (Tables)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Financial Statement Line Items Affected As Result Of New Revenue Recognition Standard

For the three and six months ended June 30, 2018, the following Condensed Consolidated Statements of Operations line items were affected as a result of HHC's adoption of the New Revenue Standard:



	Three Months Ended June 30, 2018								Six Months Ended June 30, 2018
Condensed Consolidated Statements of Operations (in thousands)	Recognition Under Previous Guidance		Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606			Recognition Under Previous Guidance		Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606
Condominium rights and unit sales	$	216,490	$	(195,605	)	$	20,885		$	370,192	$	(338,470	)	$	31,722
Condominium rights and unit cost of sales	197,889		(169,073		)	28,816			302,476		(266,931		)	35,545
Depreciation and amortization	28,107		980			29,087			55,306		1,969			57,275
Operating income (loss) before other items	18,949		(27,510		)	(8,561		)	67,485		(73,507		)	(6,022		)
Provision (benefit) for income taxes	4,234		(6,651		)	(2,417		)	15,908		(17,767		)	(1,859		)
Net income (loss)	14,982		(20,861		)	(5,879		)	51,696		(55,741		)	(4,045		)
Net income (loss) attributable to common stockholders	15,773		(20,861		)	(5,088		)	52,127		(55,741		)	(3,614		)



	Three Months Ended June 30, 2018								Six Months Ended June 30, 2018
Condensed Consolidated Statements of Comprehensive Income (in thousands)	Recognition Under Previous Guidance		Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606			Recognition Under Previous Guidance		Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606
Net income (loss)	$	14,982	$	(20,861	)	$	(5,879	)	$	51,696	$	(55,741	)	$	(4,045	)
Comprehensive income (loss)	18,294		(20,861		)	(2,567		)	61,176		(55,741		)	5,435
Comprehensive income (loss) attributable to common stockholders	19,085		(20,861		)	(1,776		)	61,607		(55,741		)	5,866

The following Condensed Consolidated Statements of Cash Flows line items were affected as of June 30, 2018, as a result of HHC's adoption of the New Revenue Standard:



	Six Months Ended June 30, 2018
Condensed Consolidated Statements of Cash Flows (in thousands)	Recognition Under Previous Guidance			Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606
Net income (loss)	$	51,696		$	(55,741	)	$	(4,045	)
Depreciation and amortization	55,306			1,969			57,275
Deferred income taxes	15,209			(17,767		)	(2,558		)
Condominium rights and unit cost of sales	302,476			(266,931		)	35,545
Percentage of completion revenue recognition from sale of condominium rights and unit sales	(338,470		)	338,470			—

The following Balance Sheet line items were affected as of June 30, 2018, as a result of HHC's adoption of the New Revenue Standard:



	June 30, 2018
Condensed Consolidated Balance Sheet (in thousands)	Recognition Under Previous Guidance			Impact of Adoption of ASC Topic 606			Recognition Under ASC Topic 606
Buildings and equipment, net	$	2,046,542		$	1,956		$	2,048,498
Developments	1,329,468			410,319			1,739,787
Deferred expenses, net	89,931			3,388			93,319
Prepaid expenses and other assets, net	706,930			(444,805		)	262,125
Deferred tax liabilities	179,208			(37,409		)	141,799
Accounts payable and accrued expenses	570,250			133,264			703,514
Accumulated deficit	(55,493		)	(125,474		)	(180,967		)

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Tables)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue

The following table presents HHC's revenues disaggregated by revenue source:



	Three Months Ended		Six Months Ended
(In thousands)	June 30, 2018		June 30, 2018
Revenues
From contracts with customers
Recognized at a point in time:
Condominium rights and unit sales	$	20,885	$	31,722
Master Planned Communities land sales	52,432		98,997
Hospitality revenues	22,569		45,630
Builder price participation	5,628		10,709
Total revenue from contracts with customers	101,514		187,058

Recognized at a point in time and/or over time:
Other land revenues	4,712		8,843
Other rental and property revenues	12,020		21,869
Total other income	16,732		30,712

Rental and other income (lease-related revenues)
Minimum rents	50,509		99,912
Tenant recoveries	12,250		25,002
Total rental income	62,759		124,914

Total revenues	$	181,005	$	342,684

Revenues by segment
Master Planned Communities revenues	$	62,765	$	118,530
Operating Assets revenues	93,223		184,481
Strategic Developments revenues	25,017		39,673

Total revenues	$	181,005	$	342,684

Schedule of Contract with Customer, Asset and Liability

The beginning and ending balances of contract liabilities and significant activity during the period is as follows:



	Contract
(In thousands)	Liabilities
Balance as of January 1, 2018	$	179,179
Consideration earned during the period	(33,327		)
Consideration received during the period	97,808
Balance as of June 30, 2018	$	243,660

Schedule of Remaining Unsatisfied Performance Obligations

The Company expects to recognize this amount as revenue over the following periods:



(In thousands)	Less than 1 year		1-2 years		3 years and thereafter
Total remaining unsatisfied performance obligations	$	715,346	$	204,058	$	256,030

REAL ESTATE AND OTHER AFFILIATES (Tables)

6 Months Ended

Jun. 30, 2018

Equity Method Investments and Joint Ventures [Abstract]

Summary of Investments in Real Estate and Other Affiliates

The Company's investments in real estate and other affiliates that are reported in accordance with 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)	2018		2017		2018		2017		2018			2017			2018			2017
Equity Method Investments
Master Planned Communities:
The Summit (a)	—	%	—	%	$	68,370	$	45,886	$	14,100		$	9,792		$	25,228		$	15,072
Operating Assets:
Las Vegas 51s, LLC (b)	100	%	100	%	—		—		—			—			—			(152		)
Constellation (b)	100	%	100	%	—		—		—			(385		)	—			(322		)
The Metropolitan Downtown Columbia (c)	50	%	50	%	—		—		204			216			284			274
Stewart Title of Montgomery County, TX	50	%	50	%	3,676		3,673		145			183			227			209
Woodlands Sarofim #1	20	%	20	%	2,702		2,696		16			23			36			30
m.flats/TEN.M (d)	50	%	50	%	4,281		6,521		(1,367		)	—			(2,304		)	—
Strategic Developments:
Circle T Ranch and Power Center	50	%	50	%	7,891		4,455		3,436			—			3,436			—
HHMK Development	50	%	50	%	10		10		—			—			—			—
KR Holdings	50	%	50	%	4		749		4			5			676			16
33 Peck Slip	35	%	35	%	8,654		8,651		(240		)	—			(240		)	(156		)
					95,588		72,641		16,298			9,834			27,343			14,971
Cost method investments					3,856		3,952		1			—			3,342			3,383
Investment in real estate and other affiliates					$	99,444	$	76,593	$	16,299		$	9,834		$	30,685		$	18,354


(a)	Please refer to the schedules below and elsewhere in this Quarterly Report for relevant financial statement information.


(b)	HHC acquired this joint venture partner’s interest in 2017 and has consolidated the assets and liabilities of the entity in its financial results.


(c)	The Metropolitan Downtown Columbia was in a deficit position of $3.1 million and $2.6 million at June 30, 2018 and December 31, 2017, respectively, due to distributions from operating cash flows in excess of basis. This deficit balance is presented in Accounts payable and accrued expenses at June 30, 2018 and December 31, 2017.


(d)	Property was transferred from Strategic Developments to Operating Assets during the three months ended March 31, 2018.

Relevant financial statement information for The Summit is summarized as follows:



	June 30,		December 31,
(In millions)	2018		2017
Total Assets	$	213.9	$	166.9
Total Liabilities	143.4		118.9
Total Equity	70.5		48.0



	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2018		2017		2018		2017
Revenues (a)	$	37.5	$	20.7	$	60.9	$	32.2
Net income	14.1		9.8		25.2		15.1
Gross Margin	14.2		12.1		27.5		18.6


(a)	Revenues related to land sales at the joint venture are recognized on a percentage of completion basis as The Summit follows the private company timeline for implementation of the New Revenue Standard of January 1, 2019. The Company has evaluated this impact and concluded that at this time it is not material to HHC's Condensed Consolidated Financial Statements.

OTHER ASSETS AND LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2018

OTHER ASSETS AND LIABILITIES

Summary of the significant components of prepaid expenses and other assets

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



	June 30,		December 31,
(In thousands)	2018		2017
Condominium inventory	$	46,780	$	—
Straight-line rent	44,560		39,136
Intangibles	34,295		34,802
Special Improvement District receivable	25,206		26,430
Below-market ground leases	18,478		18,647
Security and escrow deposits	16,986		16,949
Equipment, net of accumulated depreciation of $7.5 million and $6.9 million, respectively	16,380		16,955
Other	13,127		4,798
Prepaid expenses	10,599		11,731
Tenant incentives and other receivables	9,135		8,482
In-place leases	9,091		10,821
Interest rate swap derivative assets	7,269		4,470
TIF receivable	6,872		14,444
Federal income tax receivable	2,000		2,198
Above-market tenant leases	1,347		1,648
Condominium receivables	—		158,516
Prepaid expenses and other assets, net	$	262,125	$	370,027

Summary of the significant components of accounts payable and accrued expenses

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



	June 30,		December 31,
(In thousands)	2018		2017
Construction payables	$	290,991	$	217,838
Condominium deposit liabilities	203,481		55,975
Deferred income	51,894		53,337
Other	28,154		34,699
Accrued payroll and other employee liabilities	25,790		41,236
Tenant and other deposits	25,138		18,937
Accrued interest	22,135		20,322
Accounts payable and accrued expenses	21,922		35,887
Accrued real estate taxes	17,471		22,289
Straight-line ground rent liability	15,844		14,944
Interest rate swaps	694		5,961
Above-market ground leases	—		293
Accounts payable and accrued expenses	$	703,514	$	521,718

MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Summary of mortgages, notes and loans payable

Mortgages, notes and loans payable are summarized as follows:



	June 30,			December 31,
(In thousands)	2018			2017
Fixed-rate debt:
Unsecured 5.375% Senior Notes	$	1,000,000		$	1,000,000
Secured mortgages, notes and loans payable	621,959			499,299
Special Improvement District bonds	21,235			27,576
Variable-rate debt:
Mortgages, notes and loans payable (a)	1,520,577			1,350,914
Unamortized bond issuance costs	(6,502		)	(6,898		)
Deferred financing costs	(19,496		)	(12,946		)
Total mortgages, notes and loans payable, net	$	3,137,773		$	2,857,945


(a)	As more fully described in Note 9 - Derivative Instruments and Hedging Activities, as of June 30, 2018 and December 31, 2017, $172.5 million and $428.3 million, respectively, of variable‑rate debt has been swapped to a fixed-rate or is subject to fixed interest rate collar contracts for the term of the related debt.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21521-112644

+ Details

FAIR VALUE (Tables)

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Summary of Assets and Liabilities Measured on a Recurring Basis

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



	June 30, 2018								December 31, 2017
	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	$	50,461	$	50,461	$	—	$	—	$	50,135	$	50,135	$	—	$	—
Interest rate swap derivative assets	7,269		—		7,269		—		4,470		—		4,470		—
Liabilities:
Interest rate swap derivative liabilities	694		—		694		—		5,961		—		5,961		—

Rollforward of Sponsor and Management Warrants

The following table presents a rollforward of the valuation of the Company's Warrant liabilities:



(In thousands)	2018		2017
Balance as of January 1	$	—	$	332,170
Warrant liability loss (a)	—		43,443
Exercises of Sponsor and Management Warrants	—		(375,613		)
Balance as of June 30	$	—	$	—


(a)	For 2017, this amount represents losses recognized related to each Sponsor and Management Warrant prior to the respective exercise date. Changes in the fair value of the Sponsor Warrants and Management Warrants prior to exercise were recognized in net income as a warrant liability gain or loss.

Summary of assets and liabilities that were measured at fair value on a non-recurring basis

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



		June 30, 2018				December 31, 2017
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and restricted cash	Level 1	$	685,908	$	685,908	$	914,165	$	914,165
Accounts receivable, net (a)	Level 3	13,471		13,471		13,041		13,041
Notes receivable, net (b)	Level 3	4,085		4,085		5,864		5,864

Liabilities:
Fixed-rate debt (c)	Level 2	1,643,194		1,622,249		1,526,875		1,554,766
Variable-rate debt (c)	Level 2	1,520,577		1,520,577		1,350,914		1,350,914


(a)	Accounts receivable, net is shown net of an allowance of $8.0 million and $9.3 million at June 30, 2018 and December 31, 2017, respectively.


(b)	Notes receivable, net is shown net of an allowance of $0.1 million at June 30, 2018 and December 31, 2017.


(c)	Excludes related unamortized financing costs.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

6 Months Ended

Jun. 30, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of fair value of the Company's derivative financial instruments

The following table summarizes certain terms of the Company's derivative contracts:



									Fair Value Asset (Liability)
					Fixed Interest		Effective	Maturity	June 30,			December 31,
(In thousands)		Balance Sheet Location	Notional		Rate		Date	Date	2018			2017
Currently-paying contracts:
Interest Rate Swap	(a)	Accounts payable and accrued expenses	$	18,926	2.96	%	5/10/2011	10/31/2019	$	—		$	(286	)
Interest Rate Swap	(b)	Prepaid expenses and other assets, net	40,000		1.66	%	5/6/2015	5/1/2020	664			299
Interest Rate Swap	(b)	Prepaid expenses and other assets, net	119,359		1.14	%	10/3/2016	9/12/2021	5,747			4,007
Interest Rate Cap	(c)	Prepaid expenses and other assets, net	75,000		5.00	%	9/1/2017	8/31/2019	—			—
Interest Rate Cap	(d)	Prepaid expenses and other assets, net	230,000		2.50	%	12/22/2016	12/23/2019	684			164
Interest Rate Swap	(b) (e)	Prepaid expenses and other assets, net	50,000		2.65	%	12/31/2017	12/31/2027	—			(1,124		)
Interest Rate Swap	(b) (e)	Prepaid expenses and other assets, net	100,000		2.68	%	12/31/2017	12/31/2027	—			(2,509		)
Interest Rate Swap	(b) (e)	Prepaid expenses and other assets, net	100,000		2.62	%	12/31/2017	12/31/2027	—			(2,042		)
Interest Rate Collar	(b) (f)	Prepaid expenses and other assets, net	51,592		1.50% - 2.50%		7/1/2018	5/1/2019	24			—
Interest Rate Collar	(b) (f)	Prepaid expenses and other assets, net	193,967		2.00% - 3.00%		5/1/2019	5/1/2020	62			—
Interest Rate Collar	(b) (f)	Prepaid expenses and other assets, net	354,217		2.25% - 3.25%		5/1/2020	5/1/2021	88			—
Interest Rate Collar	(b) (f)	Accounts payable and accrued expenses	381,404		2.75% - 3.50%		5/1/2021	4/30/2022	(694		)	—
Total fair value derivative assets									$	7,269		$	4,470
Total fair value derivative liabilities									$	(694	)	$	(5,961	)


(a)	On January 19, 2018 HHC repaid in full the $18.9 million mortgage loan for 110 North Wacker and settled the related swap liability of $0.3 million.


(b)	Denotes derivatives designated as hedging instruments.


(c)	Denotes a derivative contract that is not currently designated as a hedging instrument. Interest (income) expense included in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 related to this contract is not meaningful.


(d)	Denotes a derivative contract that is not currently designated as a hedging instrument. Interest (income) expense of $0.2 million and $0.5 million is included in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018, respectively, related to this contract.


(e)	On May 17, 2018, the Company settled $250 million in forward starting swaps.


(f)	On May 17, 2018 and May 18, 2018, the Company entered into interest rate collars which are designated as cash flow hedges.

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



	Amount of Gain (Loss) Recognized					Amount of Gain (Loss) Recognized
	in AOCI on Derivative					in AOCI on Derivative
	Three Months Ended June 30,					Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships	2018		2017			2018		2017
Interest rate swaps	$	6,005	$	(2,816	)	$	14,266	$	(2,581	)



	Amount of Gain (Loss) Reclassified from					Amount of Gain (Loss) Reclassified from
	AOCI into Operations					AOCI into Operations
	Three Months Ended June 30,					Three Months Ended June 30,
Location of Loss Reclassified from AOCI into Operations	2018		2017			2018		2017
Interest expense	$	652	$	(133	)	$	868	$	(331	)



	Total Interest Expense Presented				Total Interest Expense Presented
	in the Results of Operations in which				in the Results of Operations in which
	the Effects of Cash Flow Hedges are Recorded				the Effects of Cash Flow Hedges are Recorded
	Three Months Ended June 30,				Six Months Ended June 30,
Interest Expense Presented in Results of Operations	2018		2017		2018		2017
Interest expense	$	18,903	$	14,448	$	35,512	$	32,306

STOCK-BASED PLANS (Tables)

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock option plan activity

The following table summarizes the Company's stock option plan activity for the six months ended June 30, 2018:



	Stock Options		Weighted Average Exercise Price
Stock Options outstanding at December 31, 2017	783,182		$	90.22
Granted	245,500		125.49
Exercised	(143,636	)	64.40
Forfeited	(29,500	)	118.15
June 30, 2018	855,546		$	103.71

Summary of restricted stock activity

The following table summarizes restricted stock activity for the six months ended June 30, 2018:



	Restricted Stock		Weighted Average Grant Date Fair Value
Restricted stock outstanding at December 31, 2017	354,519		$	89.00
Granted	141,332		82.96
Vested	(8,255	)	124.89
Forfeited	(9,393	)	83.39
Restricted stock outstanding at June 30, 2018	478,203		$	86.71

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

6 Months Ended

Jun. 30, 2018

Stockholders' Equity Note [Abstract]

Summary of AOCI

The following tables summarize changes in Accumulated Other Comprehensive Income (Loss) by component, all of which are presented net of tax:



	Three Months Ended June 30,
(In thousands)	2018			2017
Balance as of March 31	$	(797	)	$	(6,428	)
Other comprehensive income before reclassifications	6,054			(2,862		)
Loss (gain) reclassified from accumulated other comprehensive loss to net income (loss)	(652		)	133
Pension adjustment	(2,010		)	—
Terminated swap amortization	(80		)	—
Net current-period other comprehensive income	3,312			(2,729		)
Balance as of June 30	$	2,515		$	(9,157	)

	Six Months Ended June 30,
(In thousands)	2018			2017
Balance as of January 1	$	(6,965	)	$	(6,786	)
Other comprehensive income before reclassifications	14,325			(2,702		)
Loss (gain) reclassified from accumulated other comprehensive loss to net income (loss)	(868		)	331
Adjustment related to adoption of ASU 2018-02	(1,148		)	—
Adjustment related to adoption of ASU 2017-12	(739		)	—
Pension adjustment	(2,010		)	—
Terminated swap amortization	(80		)	—
Net current-period other comprehensive income	9,480			(2,371		)
Balance as of June 30	$	2,515		$	(9,157	)

Summary of the amounts reclassified out of AOCI

The following table summarizes the amounts reclassified out of AOCI:



		Amounts reclassified from Accumulated Other Comprehensive Income (Loss)						Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) Components	Affected line items in the	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	Statements of Operations	2018			2017			2018			2017
Losses (gains) on cash flow hedges	Interest expense	$	(825	)	$	212		$	(1,099	)	$	527
Interest rate swap contracts	Provision for income taxes	173			(79		)	231			(196		)
Total reclassifications of loss (income) for the period	Net of tax	$	(652	)	$	133		$	(868	)	$	331

EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Summary of EPS calculations

Information related to the Company's EPS calculations is summarized as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands, except per share amounts)	2018			2017		2018			2017
Basic EPS:
Numerator:
Net (loss) income	$	(5,879	)	$	3,120	$	(4,045	)	$	8,779
Net loss attributable to noncontrolling interests	791			—		431			—
Net (loss) income attributable to common stockholders	$	(5,088	)	$	3,120	$	(3,614	)	$	8,779

Denominator:
Weighted average basic common shares outstanding	42,573			40,373		43,014			40,088

Diluted EPS:
Numerator:
Net (loss) income attributable to common stockholders	$	(5,088	)	$	3,120	$	(3,614	)	$	8,779

Denominator:
Weighted average basic common shares outstanding	42,573			40,373		43,014			40,088
Restricted stock and stock options	212			291		215			305
Warrants	157			2,387		157			2,689
Weighted average diluted common shares outstanding	42,942			43,051		43,386			43,082

Basic income per share:	$	(0.12	)	$	0.08	$	(0.08	)	$	0.22

Diluted income per share:	$	(0.12	)	$	0.07	$	(0.08	)	$	0.20

SEGMENTS (Tables)

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Summary of segment operating results

Segment operating results are as follows:



	Three Months Ended June 30,
	2018			2017			2018			2017			2018			2017			2018			2017
(In thousands)	Operating						MPC						Strategic						Consolidated
Total revenues	$	93,223		$	81,878		$	62,765		$	78,076		$	25,017		$	148,685		$	181,005		$	308,639
Total operating expenses	44,586			42,466			37,003			40,683			38,156			109,087			119,745			192,236
Segment operating income (loss)	48,637			39,412			25,762			37,393			(13,139		)	39,598			61,260			116,403
Depreciation and amortization	(25,688		)	(32,244		)	(85		)	(79		)	(1,113		)	(491		)	(26,886		)	(32,814		)
Interest (expense) income, net	(17,308		)	(15,540		)	6,808			5,990			6,417			6,734			(4,083		)	(2,816		)
Equity in earnings (loss) from real estate and other affiliates	(1,001		)	37			14,100			9,792			3,200			5			16,299			9,834
Gains on sales of properties	—			—			—			—			—			—			—			—
Segment EBT	$	4,640		$	(8,335	)	$	46,585		$	53,096		$	(4,635	)	$	45,846		$	46,590		$	90,607

							Corporate expenses and other items												52,469			87,487
							Net (loss) income												$	(5,879	)	$	3,120
							Net loss attributable to noncontrolling interests												791			—
							Net (loss) income attributable to common stockholders												$	(5,088	)	$	3,120



	Six Months Ended June 30,
	2018			2017			2018			2017			2018			2017			2018			2017
(In thousands)	Operating						MPC						Strategic						Consolidated
Total revenues	$	184,481		$	163,965		$	118,530		$	146,782		$	39,673		$	229,654		$	342,684		$	540,401
Total operating expenses	89,390			82,042			73,371			75,948			50,923			173,444			213,684			331,434
Segment operating income	95,091			81,923			45,159			70,834			(11,250		)	56,210			129,000			208,967
Depreciation and amortization	(50,861		)	(55,033		)	(166		)	(171		)	(2,178		)	(1,159		)	(53,205		)	(56,363		)
Interest (expense) income, net	(33,995		)	(30,064		)	13,200			11,547			13,941			11,338			(6,854		)	(7,179		)
Equity in earnings from real estate and other affiliates	1,585			3,422			25,228			15,072			3,872			(140		)	30,685			18,354
Gains on sales of properties	—			—			—			—			—			32,215			—			32,215
Segment EBT	$	11,820		$	248		$	83,421		$	97,282		$	4,385		$	98,464		$	99,626		$	195,994

							Corporate expenses and other items												103,671			187,215
							Net (loss) income												$	(4,045	)	$	8,779
							Net loss attributable to noncontrolling interests												431			—
							Net (loss) income attributable to common stockholders												$	(3,614	)	$	8,779

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

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)	2018		2017
Master Planned Communities	$	2,033,835	$	1,999,090
Operating Assets	2,592,813		2,489,177
Strategic Developments	2,037,105		1,511,612
Total segment assets	6,663,753		5,999,879
Corporate and other	469,944		729,185
Total assets	$	7,133,697	$	6,729,064

BASIS OF PERSENTATION AND ORGANIZATION (Narrative) (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Jan. 01, 2018	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Prepaid expenses and other assets, net increase (decrease) as result of ASU adoption	$ (262,125)		$ (370,027)
Increase in accumulated deficit	180,967		109,508
Decrease in deferred tax liability	(141,799)		(160,850)
Condominium receivables	0		(158,516)
Net property and equipment	5,702,027		5,033,527
Developments	1,739,787		1,196,582
Accounts payable and accrued expenses	703,514		521,718
Accounting Standards Update 2016-18
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Prepaid expenses and other assets, net increase (decrease) as result of ASU adoption			$ 103,200
Accounting Standards Update 2014-09 \| Impact of Adoption of ASC Topic 606
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Prepaid expenses and other assets, net increase (decrease) as result of ASU adoption	444,805	$ (5,600)
Increase in accumulated deficit	125,474	69,700
Decrease in deferred tax liability	37,409	19,600
Condominium receivables	(99,600)	154,200
Net property and equipment		3,400
Developments	410,319	150,800
Accounts payable and accrued expenses	$ 133,264	$ 95,000

BASIS OF PERSENTATION AND ORGANIZATION (Schedule of Financial Statement Line Items Affected As Result Of New Revenue Recognition Standard) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Jan. 01, 2018	Dec. 31, 2017
Condensed Consolidated Balance Sheet (in thousands)
Buildings and equipment, net	$ 2,048,498		$ 2,048,498
Developments	1,739,787		1,739,787			$ 1,196,582
Deferred expenses, net	93,319		93,319			80,901
Prepaid expenses and other assets, net	262,125		262,125			370,027
Deferred tax liabilities	141,799		141,799			160,850
Accounts payable and accrued expenses	703,514		703,514			521,718
Accumulated deficit	(180,967)		(180,967)			$ (109,508)
Condensed Consolidated Statements of Operations (in thousands)
Condominium rights and unit cost of sales	28,816	$ 106,195	35,545	$ 166,678
Depreciation and amortization	29,087	34,770	57,275	60,294
Operating income (loss) before other items	(8,561)	53,910	(6,022)	98,562
(Benefit) provision for income taxes	(2,417)	16,303	(1,859)	26,000
Net income (loss)	(5,879)	3,120	(4,045)	8,779
Net income (loss) attributable to common stockholders	(5,088)	3,120	(3,614)	8,779
Condensed Consolidated Statements of Comprehensive Income (in thousands)
Comprehensive income	(2,567)	391	5,435	6,408
Comprehensive income attributable to common stockholders	(1,776)	391	5,866	6,408
Condensed Consolidated Statements of Cash Flows (in thousands)
Deferred income taxes			(2,558)	24,440
Percentage of completion revenue recognition from sale of condominium rights and unit sales			0	(228,356)
Recognition Under Previous Guidance
Condensed Consolidated Balance Sheet (in thousands)
Buildings and equipment, net	2,046,542		2,046,542
Developments	1,329,468		1,329,468
Deferred expenses, net	89,931		89,931
Prepaid expenses and other assets, net	706,930		706,930
Deferred tax liabilities	179,208		179,208
Accounts payable and accrued expenses	570,250		570,250
Accumulated deficit	(55,493)		(55,493)
Condensed Consolidated Statements of Operations (in thousands)
Condominium rights and unit cost of sales	197,889		302,476
Depreciation and amortization	28,107		55,306
Operating income (loss) before other items	18,949		67,485
(Benefit) provision for income taxes	4,234		15,908
Net income (loss)	14,982		51,696
Net income (loss) attributable to common stockholders	15,773		52,127
Condensed Consolidated Statements of Comprehensive Income (in thousands)
Comprehensive income	18,294		61,176
Comprehensive income attributable to common stockholders	19,085		61,607
Condensed Consolidated Statements of Cash Flows (in thousands)
Deferred income taxes			15,209
Percentage of completion revenue recognition from sale of condominium rights and unit sales			(338,470)
Impact of Adoption of ASC Topic 606 \| Accounting Standards Update 2014-09
Condensed Consolidated Balance Sheet (in thousands)
Buildings and equipment, net	1,956		1,956
Developments	410,319		410,319		$ 150,800
Deferred expenses, net	3,388		3,388
Prepaid expenses and other assets, net	(444,805)		(444,805)		5,600
Deferred tax liabilities	(37,409)		(37,409)		(19,600)
Accounts payable and accrued expenses	133,264		133,264		95,000
Accumulated deficit	(125,474)		(125,474)		$ (69,700)
Condensed Consolidated Statements of Operations (in thousands)
Condominium rights and unit cost of sales	(169,073)		(266,931)
Depreciation and amortization	980		1,969
Operating income (loss) before other items	(27,510)		(73,507)
(Benefit) provision for income taxes	(6,651)		(17,767)
Net income (loss)	(20,861)		(55,741)
Net income (loss) attributable to common stockholders	(20,861)		(55,741)
Condensed Consolidated Statements of Comprehensive Income (in thousands)
Comprehensive income	(20,861)		(55,741)
Comprehensive income attributable to common stockholders	(20,861)		(55,741)
Condensed Consolidated Statements of Cash Flows (in thousands)
Deferred income taxes			(17,767)
Percentage of completion revenue recognition from sale of condominium rights and unit sales			338,470
Condominium rights and unit sales
Condensed Consolidated Statements of Operations (in thousands)
Revenue from contract with customer	20,885	$ 148,211	31,722	$ 228,356
Condominium rights and unit sales \| Recognition Under Previous Guidance
Condensed Consolidated Statements of Operations (in thousands)
Revenue from contract with customer	216,490		370,192
Condominium rights and unit sales \| Impact of Adoption of ASC Topic 606 \| Accounting Standards Update 2014-09
Condensed Consolidated Statements of Operations (in thousands)
Revenue from contract with customer	$ (195,605)		$ (338,470)

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Narrative) (Details) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2018

Jun. 30, 2017

Jun. 30, 2018

Jun. 30, 2017

Jan. 01, 2018

Dec. 31, 2017

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Reclassification out of AOCI to retained earnings

^[1]

$ 0

$ 1,148,000

$ 0

Decrease to accumulated other comprehensive income

(2,515,000)

$ 6,965,000

Cumulative effect of adjustment

(69,732,000)

Reclassification of cash used in operating activities

111,825,000

146,561,000

Reclassification of cash used in investing activities

401,111,000

175,042,000

Contract assets

$ 0

Accounting Standard Update 2017-12 | New Accounting Pronouncement, Early Adoption, Effect

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Decrease to accumulated other comprehensive income

$ 700,000

Cumulative effect of adjustment

$ 700,000

Accounting Standards Update 2016-18

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Reclassification of cash used in operating activities

39,700,000

Reclassification of cash used in investing activities

2,500,000

Increase in restricted cash

$ 37,200,000

[1]

The Company adopted Accounting Standards Update ("ASU") 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, as of January 1, 2018. See Note 2 - Accounting Policies and Pronouncements for further discussion.

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Schedule of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Disaggregation of Revenue [Line Items]
Minimum rents	$ 50,509	$ 45,073	$ 99,912	$ 91,399
Tenant recoveries	12,250	11,642	25,002	23,041
Total rental income	62,759		124,914
Total revenues	181,005	308,639	342,684	540,401
Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	101,514		187,058
Recognized at a point in time and/or over time:
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	16,732		30,712
Condominium rights and unit sales
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	20,885	148,211	31,722	228,356
Condominium rights and unit sales \| Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	20,885		31,722
Master Planned Communities land sales
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	52,432	69,144	98,997	122,625
Master Planned Communities land sales \| Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	52,432		98,997
Hospitality revenues
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	22,569	19,703	45,630	39,414
Hospitality revenues \| Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	22,569		45,630
Builder price participation
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	5,628	4,480	10,709	9,141
Builder price participation \| Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	5,628		10,709
Other land revenues
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	4,712	4,463	8,843	15,045
Other land revenues \| Recognized at a point in time and/or over time:
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	4,712		8,843
Other rental and property revenues
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	12,020	5,923	21,869	11,380
Other rental and property revenues \| Recognized at a point in time and/or over time:
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	12,020		21,869
Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	181,005	308,639	342,684	540,401
Operating Segments \| MPC
Disaggregation of Revenue [Line Items]
Total revenues	62,765	78,076	118,530	146,782
Operating Segments \| Operating
Disaggregation of Revenue [Line Items]
Total revenues	93,223	81,878	184,481	163,965
Operating Segments \| Strategic
Disaggregation of Revenue [Line Items]
Total revenues	$ 25,017	$ 148,685	$ 39,673	$ 229,654

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Schedule of Contract with Customer, Asset and Liability) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Change In Contract With Customer, Liability [Roll Forward]
Beginning balance	$ 179,179
Consideration earned during the period	(33,327)
Consideration received during the period	97,808
Ending balance	$ 243,660

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Schedule of Remaining Unsatisfied Performance Obligations) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction period	1 year
Remaining performance obligation	$ 715,346
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction period	2 years
Remaining performance obligation	$ 256,030
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 1,200,000

REAL ESTATE AND OTHER AFFILIATES (Summary of Investments in Real Estate and Other Affiliates) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Investment in Real Estate and Other Affiliates
Carrying Value	$ 99,444		$ 99,444		$ 76,593
Share of Earnings/Dividends	16,299	$ 9,834	30,685	$ 18,354
Cost method investments
Investment in Real Estate and Other Affiliates
Carrying Value	3,856		3,856		3,952
Share of Earnings/Dividends	1	0	3,342	3,383
Accounts payable and accrued expenses \| The Metropolitan Downtown Columbia
Investment in Real Estate and Other Affiliates
Investment deficit position	$ 3,100		$ 3,100		$ 2,600
MPC \| The Summit \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	0.00%		0.00%		0.00%
Carrying Value	$ 68,370		$ 68,370		$ 45,886
Share of Earnings/Dividends	$ 14,100	9,792	$ 25,228	15,072
Operating \| Las Vegas 51s LLC \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	100.00%		100.00%		100.00%
Carrying Value	$ 0		$ 0		$ 0
Share of Earnings/Dividends	$ 0	0	$ 0	(152)
Operating \| Constellation \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	100.00%		100.00%		100.00%
Carrying Value	$ 0		$ 0		$ 0
Share of Earnings/Dividends	$ 0	(385)	$ 0	(322)
Operating \| The Metropolitan Downtown Columbia \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%		50.00%
Carrying Value	$ 0		$ 0		$ 0
Share of Earnings/Dividends	$ 204	216	$ 284	274
Operating \| Stewart Title of Montgomery County, TX \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%		50.00%
Carrying Value	$ 3,676		$ 3,676		$ 3,673
Share of Earnings/Dividends	$ 145	183	$ 227	209
Operating \| Woodlands Sarofim 1 \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	20.00%		20.00%		20.00%
Carrying Value	$ 2,702		$ 2,702		$ 2,696
Share of Earnings/Dividends	$ 16	23	$ 36	30
Operating \| m.flats/TEN.M \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%		50.00%
Carrying Value	$ 4,281		$ 4,281		$ 6,521
Share of Earnings/Dividends	(1,367)	0	(2,304)	0
Strategic \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Carrying Value	95,588		95,588		$ 72,641
Share of Earnings/Dividends	$ 16,298	9,834	$ 27,343	14,971
Strategic \| Circle T Ranch and Power Center \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%		50.00%
Carrying Value	$ 7,891		$ 7,891		$ 4,455
Share of Earnings/Dividends	$ 3,436	0	$ 3,436	0
Strategic \| HHMK Development \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%		50.00%
Carrying Value	$ 10		$ 10		$ 10
Share of Earnings/Dividends	$ 0	0	$ 0	0
Strategic \| KR Holdings \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%		50.00%
Carrying Value	$ 4		$ 4		$ 749
Share of Earnings/Dividends	$ 4	5	$ 676	16
Strategic \| 33 Peck Slip \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	35.00%		35.00%		35.00%
Carrying Value	$ 8,654		$ 8,654		$ 8,651
Share of Earnings/Dividends	$ (240)	$ 0	$ (240)	$ (156)

REAL ESTATE AND OTHER AFFILIATES (Narrative) (Details)		3 Months Ended		6 Months Ended	12 Months Ended
REAL ESTATE AND OTHER AFFILIATES (Narrative) (Details)	Apr. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2015 USD ($) item	Jun. 30, 2018 USD ($) item	Dec. 31, 2017 USD ($) item
Real Estate and Other Affiliates
Number of variable interest entities in which entity is primary beneficiary \| item				4	3
Carrying values of the assets associated with the operations of the consolidated VIEs		$ 115,400,000		$ 115,400,000	$ 24,800,000
Carrying values of the liabilities associated with the operations of the consolidated VIEs		52,500,000		52,500,000	$ 2,700,000
USAA Joint Venture
Real Estate and Other Affiliates
Contribution of property		33,600,000
Fair value of property contributed		$ 85,000,000
Percent of equity capital		90.00%
Joint venture capital obligations		$ 42,700,000		$ 42,700,000
Equity ownership in joint venture		33.00%		33.00%
Preferred return on capital		9.00%
The Summit
Real Estate and Other Affiliates
Preferred return on capital			5.00%
Cash distribution entitlement by the joint venture \| item			2
Equity Method Investments \| The Summit
Real Estate and Other Affiliates
Contribution of property			$ 13,400,000
SID bonds transferred to joint venture			1,300,000
Transaction value of land contributed to joint venture			125,400,000
Transactional value per acre of land contributed to joint venture			226,000
Maximum contribution required to joint venture by co-venturer			$ 30,000,000.0
Unconsolidated Properties
Real Estate and Other Affiliates
Secured debt real estate affiliates		$ 191,600,000		$ 191,600,000
Share of entity in secured debt		$ 88,900,000		88,900,000
Wacker110 N \| Construction Loans
Real Estate and Other Affiliates
Loan amount	$ 494,500,000
Proceeds from issuance of debt	52,200,000
Joint venture debt guaranteed	$ 89,000,000
USAA \| USAA Joint Venture
Real Estate and Other Affiliates
Percent of equity capital		10.00%
Capital contribution to joint venture		$ 64,000,000
Joint venture capital obligations		$ 105,600,000		$ 105,600,000
Preferred return on capital		9.00%
Preferred return on capital of cash distribution		11.11%

REAL ESTATE AND OTHER AFFILIATES (Relevant Financial Information) (Details) - The Summit - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Real Estate and Other Affiliates
Total Assets	$ 213.9		$ 213.9		$ 166.9
Total Liabilities	143.4		143.4		118.9
Total Equity	70.5		70.5		$ 48.0
Revenues	37.5	$ 20.7	60.9	$ 32.2
Net income	14.1	9.8	25.2	15.1
Gross Margin	$ 14.2	$ 12.1	$ 27.5	$ 18.6

RECENT TRANSACTIONS (Details) $ / shares in Units, $ in Thousands					6 Months Ended
	Jul. 10, 2018 USD ($) a	Jun. 08, 2018 USD ($) a extention_option	Apr. 30, 2018 USD ($) extention_option	Feb. 23, 2018 USD ($) $ / shares shares	Jun. 30, 2018 USD ($) $ / shares	Dec. 31, 2017 USD ($) $ / shares
Debt Instrument [Line Items]
Notes receivable, net					$ 4,085	$ 5,864
Repurchase of common shares (in shares) \| shares				475,920
Common stock, par value (in dollars per share) \| $ / shares				$ 0.01	$ 0.01	$ 0.01
Repurchase price per share (in dollars per share) \| $ / shares				$ 120.33
Repurchase of common shares				$ 57,300	$ 57,267
250 Water Street
Debt Instrument [Line Items]
Area of land purchased \| a		1
Purchase price of land acquired		$ 180,000
Payments to acquire land		53,100
Wacker110 N \| Construction Loans
Debt Instrument [Line Items]
Number of extension options \| extention_option			2
Term of extension option			1 year
Loan amount			$ 494,500
Joint venture debt guaranteed			$ 89,000
London Interbank Offered Rate (LIBOR) \| Wacker110 N \| Construction Loans
Debt Instrument [Line Items]
Interest rate margin (as a percent)			3.00%
Subsequent Event
Debt Instrument [Line Items]
Area of land sold (in acres) \| a	123
Sales price of land	$ 69,000
Notes receivable, net	$ 35,800
Notes Payable, Other Payables \| 250 Water Street
Debt Instrument [Line Items]
Note payable to acquire land		$ 129,700
Interest free term		6 months
Number of extension options \| extention_option		3
Term of extension option		6 months
Interest rate (as a percent)		6.00%
Minimum paydown for term extension		$ 30,000

IMPAIRMENT (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
IMPAIRMENT (Details) - USD ($)	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Asset Impairment Charges [Abstract]
Impairment on real estate	$ 0	$ 0	$ 0

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jan. 01, 2018	Dec. 31, 2017
Prepaid Expenses and Other Assets
Condominium inventory	$ 46,780		$ 0
Straight-line rent	44,560		39,136
Security and escrow deposits	16,986		16,949
Equipment, net of accumulated depreciation of $7.5 million and $6.9 million, respectively	16,380		16,955
Other	13,127		4,798
Prepaid expenses	10,599		11,731
Tenant incentives and other receivables	9,135		8,482
Interest rate swap derivative assets	7,269		4,470
TIF receivable	6,872		14,444
Federal income tax receivable	2,000		2,198
Condominium receivables	0		158,516
Prepaid expenses and other assets, net	262,125		370,027
Accumulated depreciation on other equipment	7,500		6,900
Decrease in prepaid expenses and other assets	107,900
Decrease in condominium receivables	158,500
Decrease in in-place leases	1,700
Decrease in special improvement district receivable	1,200
Decrease in prepaid expense	1,100
Increase in condominium inventory	46,800
Increase in straight line rent	5,400
Increase in derivative assets	2,800
Accounts Payable and Accrued Liabilities [Abstract]
Construction payables	290,991		217,838
Condominium deposit liabilities	203,481		55,975
Deferred income	51,894		53,337
Other	28,154		34,699
Accrued payroll and other employee liabilities	25,790		41,236
Tenant and other deposits	25,138		18,937
Accrued interest	22,135		20,322
Accounts payable and accrued expenses	21,922		35,887
Accrued real estate taxes	17,471		22,289
Straight-line ground rent liability	15,844		14,944
Interest rate swaps	694		5,961
Above-market ground leases	0		293
Accounts payable and accrued expenses	703,514		521,718
Increase in accounts payable and accrued expenses	181,800
Increase in condominium deposits liability	147,500
Increase in construction payables	73,200
Increase in tenant and other deposits	6,200
Decrease in accrued payroll and other employee liabilities	15,400
Decrease in accounts payable and accrued expenses	14,000
Decrease in other	6,500
Decrease in interest rate swap liability	5,300
Decrease in accrued real estate taxes	4,800
Leases, Acquired-in-Place
Prepaid Expenses and Other Assets
Intangibles	34,295		34,802
Net carrying amount	9,091		10,821
Ground Leases below Market
Prepaid Expenses and Other Assets
Special Improvement District receivable	25,206		26,430
Net carrying amount	18,478		18,647
Ground Leases above Market
Prepaid Expenses and Other Assets
Net carrying amount	1,347		$ 1,648
Impact of Adoption of ASC Topic 606 \| Accounting Standards Update 2014-09
Prepaid Expenses and Other Assets
Condominium receivables	99,600	$ (154,200)
Prepaid expenses and other assets, net	(444,805)	5,600
Accounts Payable and Accrued Liabilities [Abstract]
Accounts payable and accrued expenses	99,600
Accounts payable and accrued expenses	$ 133,264	$ 95,000

MORTGAGES, NOTES AND LOANS PAYABLE (Summary of Mortgages, Notes and Loans Payable) (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017	Mar. 16, 2017
Debt Instrument [Line Items]
Mortgages, notes and loans payable	$ 1,520,577	$ 1,350,914
Unamortized bond issuance costs	(6,502)	(6,898)
Deferred financing costs	(19,496)	(12,946)
Total mortgages, notes and loans payable	3,137,773	2,857,945
Unsecured 5.375% Senior Notes
Debt Instrument [Line Items]
Fixed-rate debt:	$ 1,000,000	1,000,000
Interest rate (as a percent)	5.375%		5.375%
Secured mortgages, notes and loans payable
Debt Instrument [Line Items]
Fixed-rate debt:	$ 621,959	499,299
Amount of variable-rate debt swapped to fixed rate	172,500	428,300
Special Improvement District bonds
Debt Instrument [Line Items]
Fixed-rate debt:	$ 21,235	$ 27,576

MORTGAGES, NOTES AND LOANS PAYABLE (Narrative) (Details)										6 Months Ended
	Jul. 27, 2018 USD ($) extention_option	Jul. 20, 2018 USD ($)	Jun. 08, 2018 USD ($) a extention_option	Apr. 30, 2018 USD ($) extention_option	Apr. 13, 2018 USD ($)	Mar. 27, 2018 USD ($) extention_option	Jan. 25, 2018 USD ($)	Jan. 19, 2018 USD ($)	Jan. 05, 2018 USD ($) extention_option	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress pledged as collateral										$ 4,100,000,000
Repayments on mortgage loan										41,573,000	$ 1,085,438,000
Settlement of swap liability										694,000		$ 5,961,000
250 Water Street
Mortgages, notes and loans payable
Area of land purchased \| a			1
Wacker110 N
Mortgages, notes and loans payable
Repayments on mortgage loan								$ 18,900,000
Settlement of swap liability								$ 300,000
Wacker110 N \| Construction Loans
Mortgages, notes and loans payable
Loan amount				$ 494,500,000
Number of extension options \| extention_option				2
Term of extension option				1 year
Joint venture debt guaranteed				$ 89,000,000
Wacker110 N \| Construction Loans \| London Interbank Offered Rate (LIBOR)
Mortgages, notes and loans payable
Interest rate margin (as a percent)				3.00%
Lakeland Village Center
Mortgages, notes and loans payable
Repayments on mortgage loan					$ 11,800,000
Downtown Summerlin Apartments \| Construction Loans
Mortgages, notes and loans payable
Loan amount						$ 44,100,000.0
Number of extension options \| extention_option						1
Term of extension option						3 years
Downtown Summerlin Apartments \| Construction Loans \| London Interbank Offered Rate (LIBOR)
Mortgages, notes and loans payable
Interest rate margin (as a percent)						2.25%
Lake Woodlands Crossing Retail \| Construction Loans
Mortgages, notes and loans payable
Loan amount							$ 15,500,000.0
Interest rate margin (as a percent)							1.80%
Maximum recourse percentage upon achievement of conditions							50.00%
Recourse percentage							15.00%
Occupancy percentage							90.00%
Three Hughes Landing
Mortgages, notes and loans payable
Number of extension options \| extention_option									2
Term of extension option									1 year
Long-term line of credit									$ 65,500,000
Three Hughes Landing \| One Month LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)									2.60%
MPC \| Summerlin \| Special Improvement District bonds
Mortgages, notes and loans payable
New SIDs issued										0
Bond obligation										$ 5,500,000
Subsequent Event \| Bridgeland Apartments \| Construction Loans
Mortgages, notes and loans payable
Loan amount	$ 34,200,000.0
Number of extension options \| extention_option	1
Term of extension option	1 year
Subsequent Event \| Bridgeland Apartments \| Construction Loans \| London Interbank Offered Rate (LIBOR)
Mortgages, notes and loans payable
Interest rate margin (as a percent)	2.25%
Subsequent Event \| Summerlin Ballpark \| Construction Loans
Mortgages, notes and loans payable
Loan amount		$ 51,200,000.0
Subsequent Event \| Summerlin Ballpark \| Construction Loans \| London Interbank Offered Rate (LIBOR)
Mortgages, notes and loans payable
Interest rate margin (as a percent)		4.92%
Notes Payable, Other Payables \| 250 Water Street
Mortgages, notes and loans payable
Number of extension options \| extention_option			3
Term of extension option			6 months
Note payable to acquire land			$ 129,700,000
Interest free term			6 months
Interest rate (as a percent)			6.00%
Minimum paydown for term extension			$ 30,000,000

FAIR VALUE (Assets and Liabilities Measured on a Recurring Basis) (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Liabilities:
Interest rate swap derivative liabilities	$ 694	$ 5,961
Recurring
Assets:
Cash equivalents	50,461	50,135
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Cash equivalents	50,461	50,135
Recurring \| Significant Other Observable Inputs (Level 2)
Assets:
Cash equivalents	0	0
Recurring \| Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	0	0
Interest rate swap contracts \| Recurring
Assets:
Interest rate swap derivative assets	7,269	4,470
Liabilities:
Interest rate swap derivative liabilities	694	5,961
Interest rate swap contracts \| Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Interest rate swap derivative assets	0	0
Liabilities:
Interest rate swap derivative liabilities	0	0
Interest rate swap contracts \| Recurring \| Significant Other Observable Inputs (Level 2)
Assets:
Interest rate swap derivative assets	7,269	4,470
Liabilities:
Interest rate swap derivative liabilities	694	5,961
Interest rate swap contracts \| Recurring \| Significant Unobservable Inputs (Level 3)
Assets:
Interest rate swap derivative assets	0	0
Liabilities:
Interest rate swap derivative liabilities	$ 0	$ 0

FAIR VALUE (Reconciliation of Warrants Using Level 3 Inputs) (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Exercises of Sponsor and Management Warrants		$ 375,613,000
Significant Unobservable Inputs (Level 3)
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Marketability discount due to lapses of restriction period	$ 0
Warrant \| Significant Unobservable Inputs (Level 3)
Reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)
Balance at the beginning of the period	0	332,170,000
Warrant liability loss	0	43,443,000
Exercises of Sponsor and Management Warrants	0	(375,613,000)
Balance at the end of the period	$ 0	$ 0

FAIR VALUE (Assets and Liabilities Measured on a Nonrecurring Basis) (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Assets:
Cash and restricted cash	$ 736,369	$ 964,300	$ 868,274	$ 915,139
Liabilities:
Variable-rate debt:	1,520,577	1,350,914
Allowance for doubtful accounts	8,000	9,300
Allowance for notes receivable	100	100
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Carrying Amount
Assets:
Cash and restricted cash	685,908	914,165
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Estimated Fair Value
Assets:
Cash and restricted cash	685,908	914,165
Recurring \| Significant Other Observable Inputs (Level 2) \| Carrying Amount
Liabilities:
Fixed-rate debt:	1,643,194	1,526,875
Variable-rate debt:	1,520,577	1,350,914
Recurring \| Significant Other Observable Inputs (Level 2) \| Estimated Fair Value
Liabilities:
Fixed-rate debt:	1,622,249	1,554,766
Variable-rate debt:	1,520,577	1,350,914
Recurring \| Significant Unobservable Inputs (Level 3) \| Carrying Amount
Assets:
Accounts receivable, net	13,471	13,041
Notes receivable, net	4,085	5,864
Recurring \| Significant Unobservable Inputs (Level 3) \| Estimated Fair Value
Assets:
Accounts receivable, net	13,471	13,041
Notes receivable, net	$ 4,085	$ 5,864

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Summary of the Notional Amount and Fair Value of Derivatives) (Details) - USD ($)		3 Months Ended	6 Months Ended
	Jan. 19, 2018	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017	May 17, 2018	Dec. 31, 2017
Fair value of derivative instruments
Hedge ineffectiveness recorded in other income		$ 700,000	$ 700,000
Gain on unwinding of swaps			9,390,000	$ 0
Total fair value derivative assets		7,269,000	7,269,000			$ 4,470,000
Total fair value derivative liabilities		(694,000)	(694,000)			(5,961,000)
Repayments on mortgage loan			41,573,000	$ 1,085,438,000
Interest Rate Swap \| Designated as Hedging Instrument
Fair value of derivative instruments
Notional		250,000,000.0	250,000,000.0		$ 250,000,000
Gain on unwinding of swaps		$ 9,400,000
Derivative change in fair value recognition period		9 years 6 months
Gain on derivative expected amount to be reclassified		$ 2,800,000	2,800,000
Interest Rate Swap \| Designated as Hedging Instrument \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.96%, Maturing October 2019
Fair value of derivative instruments
Notional		$ 18,926,000	$ 18,926,000
Fixed Interest Rate		2.96%	2.96%
Total fair value derivative liabilities		$ 0	$ 0			(286,000)
Interest Rate Swap \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 1.66%, Maturing May 2020
Fair value of derivative instruments
Notional		$ 40,000,000	$ 40,000,000
Fixed Interest Rate		1.66%	1.66%
Total fair value derivative assets		$ 664,000	$ 664,000			299,000
Interest Rate Swap \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 1.14%, Maturing September 2021
Fair value of derivative instruments
Notional		$ 119,359,000	$ 119,359,000
Fixed Interest Rate		1.14%	1.14%
Total fair value derivative assets		$ 5,747,000	$ 5,747,000			4,007,000
Interest Rate Swap \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.65%, Maturing December 2027
Fair value of derivative instruments
Notional		$ 50,000,000	$ 50,000,000
Fixed Interest Rate		2.65%	2.65%
Total fair value derivative liabilities		$ 0	$ 0			(1,124,000)
Interest Rate Swap \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.68%, Maturing December 2027
Fair value of derivative instruments
Notional		$ 100,000,000	$ 100,000,000
Fixed Interest Rate		2.68%	2.68%
Total fair value derivative liabilities		$ 0	$ 0			(2,509,000)
Interest Rate Swap \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.62%, Maturing December 2027
Fair value of derivative instruments
Notional		$ 100,000,000	$ 100,000,000
Fixed Interest Rate		2.62%	2.62%
Total fair value derivative liabilities		$ 0	$ 0			(2,042,000)
Interest Rate Cap \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate5.00 Maturing August2019
Fair value of derivative instruments
Notional		$ 75,000,000	$ 75,000,000
Fixed Interest Rate		5.00%	5.00%
Total fair value derivative assets		$ 0	$ 0			0
Interest Rate Cap \| Not Designated as Hedging Instrument, Economic Hedge \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.50%, Maturing December 2019
Fair value of derivative instruments
Interest (income) expense		200,000	500,000
Interest Rate Cap \| Not Designated as Hedging Instrument, Economic Hedge \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.50%, Maturing December 2019
Fair value of derivative instruments
Notional		$ 230,000,000	$ 230,000,000
Fixed Interest Rate		2.50%	2.50%
Total fair value derivative assets		$ 684,000	$ 684,000			164,000
Interest Rate Collar \| Designated as Hedging Instrument \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.75% To 3.50%, Maturing April 2022
Fair value of derivative instruments
Notional		381,404,000	381,404,000
Total fair value derivative liabilities		(694,000)	(694,000)			0
Interest Rate Collar \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 1.50% To 2.50%, Maturing May 2019
Fair value of derivative instruments
Notional		51,592,000	51,592,000
Total fair value derivative assets		24,000	24,000			0
Interest Rate Collar \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.00% To 3.00%, Maturing May 2020
Fair value of derivative instruments
Notional		193,967,000	193,967,000
Total fair value derivative assets		62,000	62,000			0
Interest Rate Collar \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.25% To 3.25%, Maturing May 2021
Fair value of derivative instruments
Notional		354,217,000	354,217,000
Total fair value derivative assets		$ 88,000	$ 88,000			$ 0
Wacker110 N
Fair value of derivative instruments
Total fair value derivative liabilities	$ (300,000)
Repayments on mortgage loan	$ 18,900,000
Minimum \| Interest Rate Swap \| Designated as Hedging Instrument \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.75% To 3.50%, Maturing April 2022
Fair value of derivative instruments
Fixed Interest Rate		2.75%	2.75%
Minimum \| Interest Rate Collar \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 1.50% To 2.50%, Maturing May 2019
Fair value of derivative instruments
Fixed Interest Rate		1.50%	1.50%
Minimum \| Interest Rate Collar \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.00% To 3.00%, Maturing May 2020
Fair value of derivative instruments
Fixed Interest Rate		2.00%	2.00%
Minimum \| Interest Rate Collar \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.25% To 3.25%, Maturing May 2021
Fair value of derivative instruments
Fixed Interest Rate		2.25%	2.25%
Maximum \| Interest Rate Swap \| Designated as Hedging Instrument \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.75% To 3.50%, Maturing April 2022
Fair value of derivative instruments
Fixed Interest Rate		3.50%	3.50%
Maximum \| Interest Rate Collar \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 1.50% To 2.50%, Maturing May 2019
Fair value of derivative instruments
Fixed Interest Rate		2.50%	2.50%
Maximum \| Interest Rate Collar \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.00% To 3.00%, Maturing May 2020
Fair value of derivative instruments
Fixed Interest Rate		3.00%	3.00%
Maximum \| Interest Rate Collar \| Designated as Hedging Instrument \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.25% To 3.25%, Maturing May 2021
Fair value of derivative instruments
Fixed Interest Rate		3.25%	3.25%

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, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Effect of the Company's derivative financial instruments on the income statement
Interest expense	$ 18,903	$ 14,448	$ 35,512	$ 32,306
Interest Expense
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Reclassified from AOCI into Operations	652	(133)	868	(331)
Cash Flow Hedging \| Interest Rate Swap
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in AOCI on Derivative	$ 6,005	$ (2,816)	$ 14,266	$ (2,581)

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Commitments
Outstanding letters of credit	$ 13.6		$ 13.6		$ 13.8
Amount of outstanding surety bonds	92.3		92.3		$ 88.5
Rent expense	2.3	$ 2.1	5.0	$ 4.2
Guarantee Obligations \| Downtown Columbia
Commitments
Loss contingency guaranteed amount limit	$ 1.0		$ 1.0

STOCK-BASED PLANS (Summary of Stock Option Activity) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Weighted Average Exercise Price
Stock based compensation expense			$ 5,705,000	$ 3,407,000
Employees Directors and Consultants Stock Options
Stock Options
Stock options outstanding at the beginning of the period (in shares)			783,182
Granted (in shares)			245,500
Exercised (in shares)			(143,636)
Forfeited (in shares)			(29,500)
Stock options outstanding at the end of the period (in shares)	855,546		855,546
Weighted Average Exercise Price
Stock options outstanding at the beginning of the period (in dollars per share)			$ 90.22
Granted (in dollars per share)			125.49
Exercised (in dollars per share)			64.40
Forfeited (in dollars per share)			118.15
Stock options outstanding at the end of the period (in dollars per share)	$ 103.71		$ 103.71
Stock based compensation expense	$ 1,000,000	$ 200,000	$ 1,600,000	1,000,000
Share based compensation costs capitalized	$ 600,000	$ 0	$ 900,000	$ 300,000

STOCK-BASED PLANS (Summary of Restricted Stock Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Weighted Average Grant Date Fair Value
Stock based compensation expense			$ 5,705	$ 3,407
Restricted Stock
Restricted stock activity
Restricted stock outstanding at the beginning of the period (in shares)			354,519
Granted (in shares)			141,332
Vested (in shares)			(8,255)
Forfeited (in shares)			(9,393)
Restricted stock outstanding at the end of the period (in shares)	478,203		478,203
Weighted Average Grant Date Fair Value
Restricted stock outstanding at the beginning of the period (in dollars per share)			$ 89.00
Granted (in dollars per share)			82.96
Vested (in dollars per share)			124.89
Forfeited (in dollars per share)			83.39
Restricted stock outstanding at the end of the period (in dollars per share)	$ 86.71		$ 86.71
Stock based compensation expense	$ 2,100	$ 1,500	$ 4,100	3,000
Share based compensation costs capitalized	$ 300	$ 200	$ 600	$ 500

INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Jan. 01, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	32.20%	83.90%	34.00%	74.80%
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect of adjustment						$ (69,732)
Deferred tax liabilities	$ (141,799)		$ (141,799)			$ (160,850)
Impact of Adoption of ASC Topic 606 \| Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect of adjustment					$ 89,300
Deferred tax liabilities	$ 37,409		$ 37,409		$ 19,600

WARRANTS (Details) - Management Warrants - USD ($) $ / shares in Units, $ in Millions	Oct. 07, 2016	Oct. 04, 2017	Jun. 16, 2017
Chief Financial Officer
Class of Warrant or Right [Line Items]
Number of shares called by warrants (in shares)	50,125
Exercise price (in dollars per share)	$ 112.08
Proceeds from issuance of Management warrants	$ 1.0
Chief Executive Officer
Class of Warrant or Right [Line Items]
Number of shares called by warrants (in shares)			1,965,409
Exercise price (in dollars per share)			$ 124.64
Total warrant price			$ 50.0
President
Class of Warrant or Right [Line Items]
Number of shares called by warrants (in shares)		87,951
Exercise price (in dollars per share)		$ 117.01
Total warrant price		$ 2.0

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, 2018

Jun. 30, 2017

Jun. 30, 2018

Jun. 30, 2017

AOCI Attributable to Parent, Net of Tax [Roll Forward]

Balance at the beginning of the period

$ 3,188,551

$ 2,571,510

Other comprehensive income before reclassifications

$ 6,054

$ (2,862)

14,325

(2,702)

Loss (gain) reclassified from accumulated other comprehensive loss to net income (loss)

(652)

133

(868)

331

^[1]

(1,148)

^[2]

(739)

^[3]

(2,010)

Net current-period other comprehensive income

(80)

3,312

(2,729)

9,480

(2,371)

Balance at the end of the period

3,150,611

2,967,493

3,150,611

2,967,493

Accumulated Other Comprehensive (Loss) Income

AOCI Attributable to Parent, Net of Tax [Roll Forward]

Balance at the beginning of the period

(797)

(6,428)

(6,965)

(6,786)

(1,148)

(739)

(2,010)