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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2019	Apr. 30, 2019
Document and Entity Information
Entity Registrant Name	Howard Hughes Corp
Entity Central Index Key	0001498828
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		43,139,311
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Investment in real estate:
Master Planned Communities assets	$ 1,665,037	$ 1,642,660
Buildings and equipment	3,082,749	2,932,963
Less: accumulated depreciation	(410,315)	(380,892)
Land	303,384	297,596
Developments	1,384,212	1,290,068
Net property and equipment	6,025,067	5,782,395
Investment in real estate and other affiliates	106,800	102,287
Net investment in real estate	6,131,867	5,884,682
Cash and cash equivalents	452,908	499,676
Restricted cash	134,398	224,539
Accounts receivable, net	16,030	12,589
Municipal Utility District receivables, net	246,231	222,269
Notes receivable, net	4,723	4,694
Deferred expenses, net	104,101	95,714
Operating lease right-of-use assets, net	72,105
Prepaid expenses and other assets, net	253,644	411,636
Total assets	7,416,007	7,355,799
Liabilities:
Mortgages, notes and loans payable, net	3,241,985	3,181,213
Operating lease obligations	71,888
Deferred tax liabilities	165,690	157,188
Accounts payable and accrued expenses	628,971	779,272
Total liabilities	4,108,534	4,117,673
Commitments and contingencies (see Note 9)
Equity:
Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued	0	0
Common stock: $.01 par value; 150,000,000 shares authorized, 43,659,708 shares issued and 43,139,859 outstanding as of March 31, 2019 and 43,511,473 shares issued and 42,991,624 outstanding as of December 31, 2018	437	436
Additional paid-in capital	3,325,499	3,322,433
Accumulated deficit	(88,520)	(120,341)
Accumulated other comprehensive loss	(14,759)	(8,126)
Treasury stock, at cost, 519,849 shares as of March 31, 2019 and December 31, 2018	(62,190)	(62,190)
Total stockholders' equity	3,160,467	3,132,212
Noncontrolling interests	147,006	105,914
Total equity	3,307,473	3,238,126
Total liabilities and equity	$ 7,416,007	$ 7,355,799

CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	43,659,708	43,511,473
Common stock, shares outstanding (in shares)	43,139,859	42,991,624
Treasury stock, shares held (in shares)	519,849	519,849

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues:
Minimum rents	$ 54,086
Minimum rents		$ 49,395
Tenant recoveries	13,508
Tenant recoveries		12,760
Total revenues	353,890	161,679
Expenses:
Condominium rights and unit cost of sales	137,694	6,729
Other property operating costs	37,264	23,175
Rental property real estate taxes	9,831	8,127
Rental property maintenance costs	4,177	3,197
Hospitality operating costs	15,623	15,567
(Recovery) provision for doubtful accounts	(2)	776
Demolition costs	49	6,671
Development-related marketing costs	5,702	6,078
General and administrative	25,332	24,264
Depreciation and amortization	36,131	28,188
Total expenses	300,314	159,140
Other:
Loss on sale or disposal of real estate	(6)	0
Other income, net	173	0
Total other	167	0
Operating income	53,743	2,539
Interest income	2,573	2,076
Interest expense	(23,326)	(16,609)
Equity in earnings from real estate and other affiliates	9,951	14,386
Income before taxes	42,941	2,392
Provision for income taxes	11,016	558
Net income	31,925	1,834
Net income attributable to noncontrolling interests	(104)	(360)
Net income attributable to common stockholders	$ 31,821	$ 1,474
Basic income per share: (in dollars per share)	$ 0.74	$ 0.03
Diluted income per share: (in dollars per share)	$ 0.74	$ 0.03
Condominium rights and unit sales
Revenues:
Revenue	$ 198,310	$ 10,837
Expenses:
Cost of goods and services	137,694	6,729
Master Planned Communities land sales
Revenues:
Revenue	41,312	46,565
Hospitality revenues
Revenues:
Revenue	22,929	23,061
Builder price participation
Revenues:
Revenue	5,195	5,081
Other land revenues
Revenues:
Revenue	4,729	4,131
Other rental and property revenues
Revenues:
Revenue	13,821	9,849
Master Planned Communities cost of sales
Expenses:
Cost of goods and services	16,818	26,043
Master Planned Communities operations
Expenses:
Cost of goods and services	$ 11,695	$ 10,325

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

3 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Statement of Comprehensive Income [Abstract]

Net income

$ 31,925

$ 1,834

Other comprehensive income (loss):

Interest rate swaps

^[1]

(5,944)

8,045

Capitalized swap interest (expense) income

^[2]

(51)

Adoption of ASU 2018-02

^[3]

(1,148)

Adoption of ASU 2017-12

^[4]

(739)

Terminated swap amortization

(638)

Other comprehensive (loss) income

(6,633)

6,168

Comprehensive income

25,292

8,002

Comprehensive income attributable to noncontrolling interests

(104)

(360)

Comprehensive income attributable to common stockholders

25,188

7,642

Interest rate swaps, tax (benefit) expense

$ (2,187)

$ 2,126

[1]	Amounts are shown net of deferred tax benefit of $2.2 million and deferred tax expense of $2.1 million for the three months ended March 31, 2019 and 2018, respectively.
[2]	The deferred tax impact was not meaningful for the three months ended March 31, 2019 and 2018.
[3]	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.
[4]	The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, as of January 1, 2018.

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, 2017

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)

Increase (Decrease) in Stockholders' Equity

Net income

1,834

1,474

360

Interest rate swaps, net of tax

8,045

^[1]

8,045

Capitalized swap interest, net of tax

^[2]

Adoption of ASU 2017-12

(739)

^[3]

739

(739)

Adoption of ASU 2018-02

(1,148)

^[4]

1,148

(1,148)

Repurchase of common shares (in shares)

(475,920)

Repurchase of common shares

(57,267)

$ (57,267)

(57,267)

Stock plan activity (in shares)

191,342

Stock plan activity

7,922

$ 3

7,919

7,922

Terminated swap amortization

Balance at the end of the period (in shares) at Mar. 31, 2018

43,491,595

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

3,079,363

$ 436

3,310,421

(175,879)

(797)

$ (60,743)

3,073,438

5,925

Balance at the end of the period (in shares) at Mar. 31, 2018

(505,293)

Balance at the beginning of the period (in shares) at Dec. 31, 2018

43,511,473

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

3,238,126

$ 436

3,322,433

(120,341)

(8,126)

$ (62,190)

3,132,212

105,914

Balance at the beginning of the period (in shares) at Dec. 31, 2018

(519,849)

Increase (Decrease) in Stockholders' Equity

Net income

31,925

31,821

104

Interest rate swaps, net of tax

(5,944)

^[1]

(5,944)

Capitalized swap interest, net of tax

(51)

^[2]

(51)

Adoption of ASU 2017-12

^[3]

Adoption of ASU 2018-02

^[4]

Stock plan activity (in shares)

148,235

Stock plan activity

3,067

$ 1

3,066

3,067

Terminated swap amortization

(638)

Contributions to joint ventures

40,988

Balance at the end of the period (in shares) at Mar. 31, 2019

43,659,708

Balance at the end of the period at Mar. 31, 2019

$ 3,307,473

$ 437

$ 3,325,499

$ (88,520)

$ (14,759)

$ (62,190)

$ 3,160,467

$ 147,006

Balance at the end of the period (in shares) at Mar. 31, 2019

(519,849)

[1]	Amounts are shown net of deferred tax benefit of $2.2 million and deferred tax expense of $2.1 million for the three months ended March 31, 2019 and 2018, respectively.
[2]	The deferred tax impact was not meaningful for the three months ended March 31, 2019 and 2018.
[3]	The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, as of January 1, 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.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY UNAUDITED (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Stockholders' Equity [Abstract]
Interest rate swaps, tax (benefit) expense	$ (2,187)	$ 2,126
Capitalized swap interest, tax (benefit)	$ 14	$ 3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flows from Operating Activities:
Net income	$ 31,925	$ 1,834
Adjustments to reconcile net income to cash used in operating activities:
Depreciation	32,905	24,850
Amortization	3,086	3,002
Amortization of deferred financing costs	2,201	1,469
Amortization of intangibles other than in-place leases	278	336
Straight-line rent amortization	(1,548)	(3,052)
Deferred income taxes	10,703	248
Restricted stock and stock option amortization	3,069	2,684
Equity in earnings from real estate and other affiliates, net of distributions	(4,606)	(9,532)
Provision for doubtful accounts	(2)	776
Master Planned Communities land acquisitions	(752)	(506)
Master Planned Communities development expenditures	(56,772)	(42,092)
Master Planned Communities cost of sales	16,744	23,189
Condominium development expenditures	(40,559)	(78,964)
Condominium rights and unit cost of sales	137,694	6,729
Net changes:
Accounts and notes receivable	(5,679)	(6,100)
Prepaid expenses and other assets	1,881	1,590
Condominium deposits received	(115,774)	40,762
Deferred expenses	(17,191)	(3,759)
Accounts payable and accrued expenses	(57,286)	(49,885)
Cash used in operating activities	(59,683)	(86,421)
Cash Flows from Investing Activities:
Property and equipment expenditures	(1,178)	(1,295)
Operating property improvements	(25,854)	(17,600)
Property development and redevelopment	(148,894)	(90,682)
Reimbursements under Tax Increment Financings	0	11,731
Distributions from real estate and other affiliates	315	748
Notes issued to real estate and other affiliates	0	(2,783)
Investments in real estate and other affiliates, net	(222)	0
Cash used in investing activities	(175,833)	(99,881)
Cash Flows from Financing Activities:
Proceeds from mortgages, notes and loans payable	61,614	62,967
Principal payments on mortgages, notes and loans payable	(4,587)	(24,059)
Purchase of treasury stock	0	(57,267)
Special Improvement District bond funds released from (held in) escrow	936	230
Deferred financing costs and bond issuance costs, net	(343)	(163)
Taxes paid on stock options exercised and restricted stock vested	0	(1,713)
Stock options exercised	0	6,950
Contributions from noncontrolling interest	40,987	0
Cash provided by (used in) financing activities	98,607	(13,055)
Net change in cash, cash equivalents and restricted cash	(136,909)	(199,357)
Cash, cash equivalents and restricted cash at beginning of period	724,215	964,300
Cash, cash equivalents and restricted cash at end of period	587,306	764,943
Supplemental Disclosure of Cash Flow Information:
Interest paid	52,905	45,652
Interest capitalized	18,370	17,500
Income taxes refunded, net	(1,839)	0
Non-Cash Transactions:
Accrued property improvements, developments and redevelopments	24,774	0
Special Improvement District bond transfers associated with land sales	74	2,854
Accrued interest on construction loan borrowing	860	252
Capitalized stock compensation	$ 441	$ 533

BASIS OF PRESENTATION AND ORGANIZATION	3 Months Ended
BASIS OF PRESENTATION AND ORGANIZATION	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION AND ORGANIZATION	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, 2018, filed with the SEC on February 27, 2019 (the "Annual Report"). 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 months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 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 was filed. Impact of new accounting standard related to Leases In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet. The Company adopted Topic 842 (the "New Leases Standard") as of January 1, 2019 (the "Adoption Date") using the modified retrospective approach that provides a method for applying the guidance to leases that had commenced as of the beginning of the reporting period in which the standard is first applied with a cumulative-effect adjustment as of that date. The Company elected the package of practical expedients permitted under the transition guidance within the New Leases Standard, which allowed the Company to carry forward the historical lease classification for leases that existed at the beginning of the reporting period. The Company elected the practical expedient to not separate lease components from nonlease components of its lease agreements for all classes of underlying assets including ground leases, office leases and other leases. Certain of the Company’s lease agreements include nonlease components such as fixed common area maintenance charges. The Company elected the hindsight practical expedient to determine the lease term for existing leases where it is the lessee. The Company’s election of the hindsight practical expedient resulted in the extension of lease terms for certain existing leases. In the application of hindsight, the Company evaluated the performance of the property and associated markets in relation to its overall strategies, which resulted in the determination that most renewal options would not be reasonably certain in determining the expected lease term. Adoption of the New Leases Standard resulted in the recording of right-of-use assets and lease liabilities of $73.1 million and $72.0 million, respectively, as of the Adoption Date. The standard did not materially impact the Company’s consolidated net income and had no impact on cash flows. See Note 2 - Accounting Policies and Pronouncements for further discussion of accounting policies impacted by the Company's adoption of the New Leases Standard and disclosures required by the New Leases Standard. Segment Presentation Starting in the first quarter of 2019, the Seaport District has been moved out of the Company's existing segments and into a stand-alone segment for disclosure purposes. The Company believes that by providing this additional detail, investors and analysts will be able to better track the Company's progress towards stabilization. See Note 16 -Segments for results of the new segment. The respective segment earnings and total segment assets presented in these Condensed Consolidated Financial Statements and elsewhere in this Quarterly Report have been adjusted in all periods reported to reflect this change.

ACCOUNTING POLICIES AND PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2019

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 October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. This standard is intended to improve the accounting when considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The effective date of the standard is for fiscal years, and interim periods within those years, beginning after December 15, 2019. The new standard must be adopted retrospectively with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2018-17 may have on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard is intended to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software (and hosting arrangements that include an internal use software license). The standard requires an entity in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. This standard also requires the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2019. The new standard may be adopted prospectively or retrospectively 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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement that eliminates, adds and modifies certain disclosure requirements for fair value measurements. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted-average of significant unobservable inputs used to develop Level-3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively. All other amendments should be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2018-13 may have on its consolidated financial statements.

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 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.

The New Leases Standard and related policy updates

As discussed in Note 1 - Basis of Presentation and Organization, as of the Adoption Date of the New Leases Standard, the recognition of right-of-use assets and lease liabilities is required on the balance sheet. The Company determines whether an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets and operating lease liabilities on the condensed consolidated balance sheet. Right-of-use assets represent HHCs right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term. As most of HHC's leases do not provide an implicit rate, HHC uses an estimate of the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The operating lease right-of-use asset also includes any lease payments made, less any lease incentives and initial direct costs incurred. The Company does not have any finance leases as of March 31, 2019.

The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate. The Company’s leases have remaining lease terms of less than one year to 54 years. Most leases include one or more options to renew, with renewal terms that can extend the lease term from two to 40 years, and some of which may include options to terminate the leases within one year. The Company considers its strategic plan and the life of associated agreements in determining when options to extend or terminate lease terms are reasonably certain of being exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain of the Company’s lease agreements include variable lease payments based on a percentage of income generated through subleases, changes in price indices and market rates, and other costs arising from operating, maintenance, and taxes. The Company’s lease agreements do not contain residual value guarantees or restrictive covenants. The Company leases certain buildings and office space constructed on its ground leases to third parties.

The Company’s leased assets and liabilities are as follows:



(In thousands)	March 31, 2019
Assets
Operating lease right-of-use assets	$	72,105
Total leased assets	$	72,105

Liabilities
Operating lease liabilities	$	71,888
Total leased liabilities	$	71,888

The components of lease expense are as follows:



(In thousands)	Three Months Ended
Lease Cost	March 31, 2019
Operating lease cost	$	2,365
Variable lease costs	82
Sublease income	—
Net lease cost	$	2,447

Future minimum lease payments as of March 31, 2019 are as follows:



(In thousands)	Operating
Year Ended December 31,	Leases
2019 (excluding the three months ended March 31, 2019)	$	5,174
2020	7,272
2021	7,111
2022	6,373
2023	6,389
Thereafter	273,287
Total lease payments	305,606
Less: imputed interest	(233,718		)
Present value of lease liabilities	$	71,888

Other information related to the Company’s lessee agreements is as follows:



(In thousands)	Three Months Ended
Supplemental Condensed Consolidated Statements of Cash Flows Information	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,495



Other Information	March 31, 2019
Weighted-average remaining lease term (years)
Operating leases	36.8
Weighted-average discount rate
Operating leases	7.7	%

The Company receives rental income from the leasing of retail, office, multi-family and other space under operating leases, as well as certain variable tenant recoveries. Such operating leases are with a variety of tenants and have a remaining average term of approximately five years. Lease terms generally vary among tenants and may include early termination options, extension options and fixed rental rate increases or rental rate increases based on an index. The minimum rentals based on operating leases of the consolidated properties held as of March 31, 2019 are as follows:



	Three Months Ended
(In thousands)	March 31, 2019
Total Minimum Rent Payments	$	52,854

Total future minimum rents associated with operating leases are as follows:



	Total
	Minimum
Year Ending December 31,	Rent
	(In thousands)
2019 (excluding the three months ended March 31, 2019)	$	133,675
2020	187,566
2021	201,353
2022	209,225
2023	188,926
Thereafter	1,194,101
Total	$	2,114,846

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

REAL ESTATE AND OTHER AFFILIATES

3 Months Ended

Mar. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

REAL ESTATE AND OTHER AFFILIATES

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
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
($ in thousands)	2019		2018		2019		2018		2019			2018
Equity Method Investments
Operating Assets:
The Metropolitan Downtown Columbia (a)	50	%	50	%	$	—	$	—	$	183		$	80
Stewart Title of Montgomery County, TX	50	%	50	%	3,822		3,920		102			82
Woodlands Sarofim #1	20	%	20	%	2,780		2,760		20			20
m.flats/TEN.M	50	%	50	%	3,486		4,701		(1,221		)	(937		)
Master Planned Communities:
The Summit (b)	—	%	—	%	78,573		72,171		7,837			11,128
Seaport District:
Mr. C Seaport	35	%	35	%	8,088		8,721		(632		)	—
Strategic Developments:
Circle T Ranch and Power Center	50	%	50	%	6,024		5,989		35			—
HHMK Development	50	%	50	%	10		10		—			—
KR Holdings	50	%	50	%	161		159		2			672
					102,944		98,431		6,326			11,045
Cost method investments					3,856		3,856		3,625			3,341
Investment in real estate and other affiliates					$	106,800	$	102,287	$	9,951		$	14,386


(a)	The Metropolitan Downtown Columbia was in a deficit position of $4.0 million and $3.8 million at March 31, 2019 and December 31, 2018, respectively, due to distributions from operating cash flows in excess of basis. These deficit balances are presented in Accounts payable and accrued expenses at March 31, 2019 and December 31, 2018.


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

As of March 31, 2019, the Company is not the primary beneficiary of any of the joint ventures listed above because it does not have the power to direct activities that significantly impact the economic performance of the joint ventures; therefore, the Company reports its interests in accordance with the equity method. As of March 31, 2019 and at December 31, 2018, the Mr. C Seaport variable interest entity ("VIE") does not have sufficient equity at risk to finance its operations without additional financial support. The aggregate carrying value of Mr. C Seaport is $8.1 million and is classified as Investment in real estate and other affiliates in the Condensed Consolidated Balance Sheets. The Company's maximum exposure to loss as a result of this investment is limited to the aggregate carrying value of the investment as the Company has not provided any guarantees or otherwise made firm commitments to fund amounts on behalf of this VIE. As of March 31, 2019, approximately $202.0 million of indebtedness was secured by the properties owned by the Company's real estate and other affiliates of which the Company's share was approximately $96.4 million based upon economic ownership. All of this indebtedness is without recourse to the Company.

As of March 31, 2019 and December 31, 2018, the Company is the primary beneficiary of six VIEs, Bridges at Mint Hill, 110 North Wacker and Ward Village's four homeowners' associations, which are consolidated in its financial statements. The creditors of the consolidated VIEs do not have recourse to the Company, except for 18%, or $9.0 million, of the 110 North Wacker outstanding loan balance. As of March 31, 2019, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $241.7 million and $111.5 million, respectively. As of December 31, 2018, the carrying values of the assets and liabilities associated with the operations of the consolidated VIEs were $190.6 million and $99.8 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.

110 North Wacker

During the second quarter of 2018, the Company's partnership with the local developer executed a joint venture agreement with USAA related to 110 North Wacker. At execution, the Company contributed land with a carrying value of $33.6 million and an agreed upon fair value of $85.0 million, and USAA contributed $64.0 million in cash. 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 and its joint venture partners have also entered into a construction loan agreement further described in Note 6 -Mortgages, Notes and Loans Payable, Net. 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 ("HLBV") method, which represents an economic interest of approximately 33% for the Company. Under this method, the Company 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, the Company 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 the Company that resulted in a 9.0% return. Thereafter, the Company and USAA are entitled to distributions pari passu to their profit ownership interests of 90% and 10%, respectively.

Significant activity for real estate and other affiliates and the related accounting considerations are described below.

The Summit

During the first quarter of 2015, the Company formed DLV/HHPI Summerlin, LLC (“The Summit”), a joint venture with Discovery Land Company (“Discovery”). The Company contributed land with a carrying value 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 HLBV method. Under this method, the Company 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:



	March 31,		December 31,
(In millions)	2019		2018
Total Assets	$	217.8	$	218.9
Total Liabilities	137.1		144.6
Total Equity	80.7		74.3



	Three Months Ended March 31,
(In millions)	2019		2018
Revenues (a)	$	30.5	$	23.4
Net income	7.4		11.1
Gross Margin	8.3		13.3


(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 ASU 2014-09, Revenues from Contracts with Customers (Topic 606) and will adopt by the end of 2019.

IMPAIRMENT	3 Months Ended
IMPAIRMENT	Mar. 31, 2019
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 months ended March 31, 2019 or during the year ended December 31, 2018. 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

3 Months Ended

Mar. 31, 2019

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:



	March 31,		December 31,
(In thousands)	2019		2018
Condominium inventory	$	69,110	$	198,352
Straight-line rent	51,985		50,493
Intangibles	33,785		33,955
Security and escrow deposits	20,129		17,670
Special Improvement District receivables	18,054		18,838
Prepaid expenses	15,202		16,981
Equipment, net of accumulated depreciation of $8.7 million and $8.3 million, respectively	15,125		15,543
Other	10,950		20,364
Tenant incentives and other receivables	8,625		8,745
In-place leases	5,677		6,539
TIF receivable	3,896		2,470
Above-market tenant leases	906		1,044
Federal income tax receivable	200		2,000
Interest rate swap derivative assets	—		346
Below-market ground leases	—		18,296
Prepaid expenses and other assets, net	$	253,644	$	411,636

The $158.0 million net decrease primarily relates to $129.2 million and $18.3 million decreases in Condominium inventory and Below-market ground leases, respectively. Condominium inventory represents units at completed projects for which sales have not yet closed. The decrease from December 31, 2018 is primarily attributable to all of the contracted units at Ae‘o, which have closed in the first quarter of 2019. The decrease in Below-market ground leases is attributable to the adoption of the New Leases Standard as of January 1, 2019. The balance of unamortized below-market ground leases was reclassified to Operating lease right-of-use assets upon adoption.

Accounts Payable and Accrued Expenses

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



	March 31,		December 31,
(In thousands)	2019		2018
Construction payables	$	298,235	$	258,749
Condominium deposit liabilities	147,861		263,636
Deferred income	54,082		42,734
Accounts payable and accrued expenses	26,512		38,748
Interest rate swap derivative liabilities	24,160		16,517
Tenant and other deposits	21,805		20,893
Accrued payroll and other employee liabilities	17,109		42,591
Other	16,150		29,283
Accrued real estate taxes	12,542		26,171
Accrued interest	10,515		23,080
Straight-line ground rent liability	—		16,870
Accounts payable and accrued expenses	$	628,971	$	779,272

The $150.3 million net decrease in total Accounts payable and accrued expenses primarily relates to a $115.8 million decrease in Condominium deposit liabilities primarily attributable to all of the contracted units at Ae‘o, which have closed in the first quarter of 2019; a $25.5 million decrease in Accrued payroll and other employee liabilities due to payment in the first quarter of 2019 of annual incentive bonus for 2018; and a $16.9 million decrease in Straight-line ground rent liability attributable to the adoption of the New Leases Standard as of January 1, 2019.

MORTGAGES, NOTES AND LOANS PAYABLE, NET

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

MORTGAGES, NOTES AND LOANS PAYABLE, NET

Mortgages, notes and loans payable, net are summarized as follows:



	March 31,			December 31,
(In thousands)	2019			2018
Fixed-rate debt:
Unsecured 5.375% Senior Notes	$	1,000,000		$	1,000,000
Secured mortgages, notes and loans payable	660,229			648,707
Special Improvement District bonds	14,978			15,168
Variable-rate debt:
Mortgages, notes and loans payable (a)	1,599,172			1,551,336
Unamortized bond issuance costs	(5,889		)	(6,096		)
Unamortized deferred financing costs	(26,505		)	(27,902		)
Total mortgages, notes and loans payable, net	$	3,241,985		$	3,181,213

(a)

As more fully described in Note 8 -Derivative Instruments and Hedging Activities, as of March 31, 2019 and December 31, 2018, $615.0 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. An additional $50.0 million of variable-rate debt was subject to interest rate collars and $75.0 million of variable-rate debt was capped at a maximum interest rate as of March 31, 2019 and December 31, 2018.

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 March 31, 2019, land, buildings and equipment and developments with a net book value of $4.4 billion have been pledged as collateral for HHC's Mortgages, notes and loans payable, net. As of March 31, 2019, the Company was in compliance with all of its financial covenants included in the agreements governing its indebtedness.

The Summerlin master planned community ("MPC") uses Special Improvement District (“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 three months ended March 31, 2019, no new SID bonds were issued and $0.1 million in obligations were assumed by buyers.

Recent Financing Activity

On April 9, 2019, the Company modified the HHC 242 Self-Storage and HHC 2978 Self-Storage facilities to reduce the total commitments to $5.5 million and $5.4 million, respectively. The loans have an initial maturity date of December 31, 2021 and a one-year extension option.

Financing Activity During the Three Months Ended March 31, 2019

On March 12, 2019, the Company closed on an $18.0 million construction loan for Creekside Park West, bearing interest at one-month London Interbank Offered Rate ("LIBOR") plus 2.25% with an initial maturity date of March 12, 2023 and a one-year extension option.

On February 28, 2019, the Company amended the $62.5 million Woodlands Resort & Conference Center financing to extend the initial maturity date to December 30, 2021. The financing bears interest at one-month LIBOR plus 2.50% and has two, one-year extension options.

FAIR VALUE

3 Months Ended

Mar. 31, 2019

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:



	March 31, 2019								December 31, 2018
	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:
Interest rate derivative assets	$	—	$	—	$	—	$	—	$	346	$	—	$	346	$	—
Liabilities:
Interest rate derivative liabilities	24,160		—		24,160		—		16,517		—		16,517		—

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

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



		March 31, 2019				December 31, 2018
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and restricted cash	Level 1	$	587,306	$	587,306	$	724,215	$	724,215
Accounts receivable, net (a)	Level 3	16,030		16,030		12,589		12,589
Notes receivable, net (b)	Level 3	4,723		4,701		4,694		4,694

Liabilities:
Fixed-rate debt (c)	Level 2	1,675,207		1,676,153		1,663,875		1,608,635
Variable-rate debt (c)	Level 2	1,599,172		1,599,172		1,551,336		1,551,336

(a)Accounts receivable, net is shown net of an allowance of $10.4 million and $10.7 million at March 31, 2019 and December 31, 2018, respectively.

(b)Notes receivable, net is shown net of an allowance of $0.1 million at March 31, 2019 and December 31, 2018.

(c)Excludes related unamortized financing costs.

The carrying amounts of Cash and restricted cash and Accounts receivable, net approximate fair value because of the short‑term maturity of these instruments. The fair value of Notes receivable, net with a fixed interest rate is based on a discounted future cash receipt model, which includes risk premiums and risk-free rates derived from the current LIBOR or U.S. Treasury obligation interest rates and assumes that the notes are outstanding through maturity. The carrying amounts for the Company's variable-rate notes receivable approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities.

The fair value of the Company's $1.0 billion, 5.375% senior notes due 2025, 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 6 -Mortgages, Notes and Loans Payable, Net in the Company's Condensed Consolidated Financial Statements), was estimated based on a discounted future cash payment model, which includes risk premiums and risk-free rates derived from the current 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.

- 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

3 Months Ended

Mar. 31, 2019

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, in exchange for an up-front premium. 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 on the balance sheet.

Assessments of hedge effectiveness are performed quarterly using regression analysis. 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.

The Company 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 March 31, 2019 and December 31, 2018, there was one termination event and four termination events, respectively, as discussed below. There were no events of default as of March 31, 2019 and December 31, 2018.

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 in accordance with the original strategy, any related amounts previously recorded in AOCI are recognized in earnings immediately. During the three months ended March 31, 2019, the Company recorded a $1.1 million reduction in Interest expense related to the amortization of terminated swaps.

During the three months ended March 31, 2019, the Company settled one interest rate cap agreement with a notional amount of $230.0 million and received payment of $0.2 million. During the year ended December 31, 2018, the Company settled four interest rate swap agreements with notional amounts of $18.9 million, $250.0 million, $40.0 million and $119.4 million, all designated as cash flow hedges of interest rate variability, and received total payments of $15.8 million, net of a termination fee of $0.3 million. The Company has deferred the effective portion of the fair value changes of three interest rate swap agreements in Accumulated other comprehensive loss on the accompanying Condensed Consolidated Balance Sheets and will recognize the impact as a component of Interest expense, net, over the next 8.8, 2.5 and 1.1 years, which are what remain of the original forecasted periods.

Amounts reported in AOCI related to derivatives will be reclassified to Interest expense as interest payments are made on the Company's variable‑rate debt. Over the next 12 months, HHC estimates that an additional $0.1 million of net loss will be reclassified to Interest expense.

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



					Fixed				Fair Value Asset (Liability)
			Notional		Interest		Effective	Maturity	March 31,			December 31,
(In thousands)		Balance Sheet Location	Amount		Rate (a)		Date	Date	2019			2018
Derivative instruments not designated as hedging instruments:
Interest rate cap	(b)	Prepaid expenses and other assets, net	$	75,000	5.00	%	9/1/2017	8/31/2019	$	—		$	—
Interest rate cap	(b) (c)	Prepaid expenses and other assets, net	230,000		2.50	%	12/22/2016	12/23/2019	—			333
Derivative instruments designated as hedging instruments:
Interest rate collar	(d)	Prepaid expenses and other assets, net	51,353		1.50% - 2.50%		7/1/2018	5/1/2019	—			13
Interest rate collar	(d)	Accounts payable and accrued expenses	193,967		2.00% - 3.00%		5/1/2019	5/1/2020	(57		)	(37		)
Interest rate collar	(d)	Accounts payable and accrued expenses	354,217		2.25% - 3.25%		5/1/2020	5/1/2021	(1,055		)	(730		)
Interest rate collar	(d)	Accounts payable and accrued expenses	381,404		2.75% - 3.50%		5/1/2021	4/30/2022	(2,719		)	(1,969		)
Interest rate swap	(e)	Accounts payable and accrued expenses	615,000		2.96	%	9/21/2018	9/18/2023	(20,329		)	(13,781		)
Total fair value derivative assets									$	—		$	346
Total fair value derivative liabilities									$	(24,160	)	$	(16,517	)


(a)	These rates represent the strike rate on HHC's interest swaps, caps and collars.


(b)	Interest income of $0.2 million is included in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and the year ended December 31, 2018, related to these contracts.


(c)	The Company settled this Interest rate cap on February 1, 2019.


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


(e)	Concurrent with the funding of the new $615.0 million Term Loan on September 21, 2018, the Company entered into this interest rate swap which is designated as a cash flow hedge.

The tables below present the effect of the Company's derivative financial instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (in thousands):



	Amount of (Loss) Gain Recognized
	in AOCI on Derivative
	Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships	2019			2018
Interest rate derivatives	$	(5,816	)	$	8,261



	Amount of Gain Reclassified from
	AOCI into Operations
	Three Months Ended March 31,
Location of Gain Reclassified from AOCI into Operations	2019		2018
Interest expense	$	128	$	216



	Total Interest Expense Presented
	in the Results of Operations in which
	the Effects of Cash Flow Hedges are Recorded
	Three Months Ended March 31,
Interest Expense Presented in Results of Operations	2019		2018
Interest expense	$	23,326	$	16,609

Credit-risk-related Contingent Features

The Company has agreements with certain derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

As of March 31, 2019 and December 31, 2018, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements was $26.2 million and $18.2 million, respectively. As of March 31, 2019, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2019, it could have been required to settle its obligations under the agreements at their termination value of $26.2 million.

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2019
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 addition, on June 14, 2018, the Company was served with a petition involving approximately 500 individuals or entities who claim that their properties, located in the Timarron Park neighborhood of The Woodlands, were damaged by flood waters that resulted from the unprecedented rainfall that occurred throughout Harris County and surrounding areas during Hurricane Harvey in August 2017. The complaint was filed in State Court in Harris County of the State of Texas. In general, the plaintiffs allege negligence in the development of Timarron Park and violations of Texas’ Deceptive Trade Practices Act and name as defendants The Howard Hughes Corporation, The Woodlands Land Development Company and two unaffiliated parties involved in the planning and engineering of Timarron Park. The plaintiffs are seeking restitution for damages to their property and diminution of their property values. The Company intends to vigorously defend the matter as it believes that these claims are without merit and that it has substantial legal and factual defenses to the claims and allegations contained in the complaint. Based upon the present status of this matter, the Company does not believe it is probable that a loss will be incurred. Accordingly, the Company has not recorded a charge as a result of this action. In management’s opinion, the liabilities, if any, that may ultimately result from normal course of business legal actions, and The Woodlands legal proceeding discussed above, are not expected to have a material effect on the Company's consolidated financial position, results of operations or liquidity. As of March 31, 2019 and December 31, 2018, the Company had outstanding letters of credit totaling $15.3 million and surety bonds totaling $110.1 million and $101.2 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. As discussed in Note 2 - Accounting Policies and Pronouncements, the Company adopted the New Leases Standard on January 1, 2019 and recorded right-of-use assets and lease liabilities on the balance sheet. See Note 2 - Accounting Policies and Pronouncements for further discussion. Prior to the adoption of the New Leases Standard, rental payments were expensed as incurred and, to the extent applicable, straight-lined over the term of the lease. Contractual rental expense, including participation rent, was $2.6 million for the three months ended March 31, 2018. The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount for the three months ended March 31, 2018 was not significant. The Company has entered into guarantee agreements as part of certain development projects. In conjunction with the execution of the ground lease for the Seaport District NYC, the Company executed a completion guarantee for the redevelopment of Seaport District NYC - Pier 17 and Seaport District NYC - Tin Building. As part of the Funding Agreement for the Downtown Columbia Redevelopment District TIF bonds, one of the Company'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, the Company’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 March 31, 2019 and December 31, 2018.

STOCK BASED PLANS

3 Months Ended

Mar. 31, 2019

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

STOCK BASED PLANS

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

Stock Options

The following table summarizes the Company's stock option plan activity for the three months ended March 31, 2019:



	Stock Options		Weighted Average Exercise Price
Stock Options outstanding at December 31, 2018	817,998		$	105.06
Granted	9,500		110.35
Forfeited	(4,600	)	121.04
Stock Options outstanding at March 31, 2019	822,898		$	105.06

Compensation costs related to stock options were $0.7 million for the three months ended March 31, 2019, of which $0.2 million were capitalized to development projects. Compensation costs related to stock options were $0.7 million for the three months ended March 31, 2018, of which $0.3 million were capitalized to development projects.

Restricted Stock

The following table summarizes restricted stock activity for the three months ended March 31, 2019:



	Restricted Stock		Weighted Average Grant Date Fair Value
Restricted stock outstanding at December 31, 2018	406,544		$	82.10
Granted	150,216		84.48
Forfeited	(1,981	)	70.94
Restricted stock outstanding at March 31, 2019	554,779		$	82.78

Compensation costs related to restricted stock awards were $2.3 million for the three months ended March 31, 2019, of which $0.3 million were capitalized to development projects. Compensation costs related to restricted stock awards were $2.0 million for the three months ended March 31, 2018, of which $0.3 million were capitalized to development projects.

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2019
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 2019 estimated operating results, was 25.7% for the three months ended March 31, 2019, compared to 27.4% for the three months ended March 31, 2018.

WARRANTS	3 Months Ended
WARRANTS	Mar. 31, 2019
Other Liabilities [Abstract]
WARRANTS	WARRANTS On October 7, 2016, the Company entered into a warrant agreement with its Chief Financial Officer, David R. O’Reilly, (the "O'Reilly Warrant") 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. The O'Reilly Warrant was issued at fair value in exchange for a $1.0 million payment in cash from Mr. O'Reilly. The O'Reilly 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 entered into warrant agreements with its Chief Executive Officer, David R. Weinreb, (the "Weinreb Warrant") and President, Grant Herlitz, (the "Herlitz Warrant") to acquire 1,965,409 shares and 87,951 shares of common stock for the purchase prices of $50.0 million and $2.0 million, respectively. The Weinreb Warrant becomes exercisable on June 15, 2022, at an exercise price of $124.64 per share, and the Herlitz 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, the Weinreb Warrant and the Herlitz Warrant, which qualify as equity instruments, are included within Additional paid-in capital in the Condensed Consolidated Balance Sheets at March 31, 2019 and December 31, 2018.

- 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 LOSS

3 Months Ended

Mar. 31, 2019

Stockholders' Equity Note [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables summarize changes in AOCI by component, all of which are presented net of tax:



(In thousands)
Balance as of December 31, 2017	$	(6,965	)
Other comprehensive income before reclassifications	8,271
Gain reclassified from accumulated other comprehensive loss to net income	(216		)
Adjustment related to adoption of ASU 2018-02	(1,148		)
Adjustment related to adoption of ASU 2017-12	(739		)
Net current-period other comprehensive income	6,168
Balance as of March 31, 2018	$	(797	)

Balance as of December 31, 2018	$	(8,126	)
Other comprehensive loss before reclassifications	(5,867		)
Gain reclassified from accumulated other comprehensive loss to net income	(128		)
Terminated swap amortization	(638		)
Net current-period other comprehensive loss	(6,633		)
Balance as of March 31, 2019	$	(14,759	)

The following table summarizes the amounts reclassified out of AOCI:



	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
(In thousands)	Three Months Ended March 31,						Affected line items in the
Accumulated Other Comprehensive Income (Loss) Components	2019			2018			Statements of Operations
(Gains) losses on cash flow hedges	$	(162	)	$	(273	)	Interest expense
Interest rate swap contracts	34			57			Provision for income taxes
Total reclassifications of (income) loss for the period	$	(128	)	$	(216	)	Net of tax

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2019

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. Gains associated with the changes in the fair value of the warrants are excluded from the numerator in computing diluted earnings per share because inclusion of such gains in the computation would be anti‑dilutive.

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



	Three Months Ended March 31,
(In thousands, except per share amounts)	2019			2018
Basic EPS:
Numerator:
Net income	$	31,925		$	1,834
Net income attributable to noncontrolling interests	(104		)	(360		)
Net income attributable to common stockholders	$	31,821		$	1,474

Denominator:
Weighted-average basic common shares outstanding	43,106			42,976

Diluted EPS:
Numerator:
Net income attributable to common stockholders	$	31,821		$	1,474

Denominator:
Weighted-average basic common shares outstanding	43,106			42,976
Restricted stock and stock options	151			218
Warrants	—			169
Weighted-average diluted common shares outstanding	43,257			43,363

Basic income per share:	$	0.74		$	0.03

Diluted income per share:	$	0.74		$	0.03

The diluted EPS computation for the three months ended March 31, 2019 and 2018 excludes 563,808 and 409,100 stock options, respectively, because their inclusion would have been anti-dilutive. The diluted EPS computation for the three months ended March 31, 2019 and 2018 excludes 288,010 and 224,420 shares of restricted stock, respectively, because performance conditions provided for in the restricted stock awards have not been satisfied.

REVENUE

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

REVENUE

The core principle of ASC 606, Revenues from Contracts with Customers, is that revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Condominium rights and unit sales revenues were previously required to be recognized under the percentage of completion method. Under ASC 606, 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 following table presents the Company's revenues disaggregated by revenue source:



	Three Months Ended
(In thousands)	March 31, 2019		March 31, 2018
Revenues
From contracts with customers
Recognized at a point in time:
Condominium rights and unit sales	$	198,310	$	10,837
Master Planned Communities land sales	41,312		46,565
Hospitality revenues	22,929		23,061
Builder price participation	5,195		5,081
Total revenue from contracts with customers	267,746		85,544

Recognized at a point in time and/or over time:
Other land revenues	4,729		4,131
Other rental and property revenues	13,821		9,849
Total other income	18,550		13,980

Rental and other income (lease-related revenues)
Minimum rents	54,086		49,395
Tenant recoveries	13,508		12,760
Total rental income	67,594		62,155

Total revenues	$	353,890	$	161,679

Revenues by segment
Operating Assets revenues	$	91,953	$	87,747
Master Planned Communities revenues	50,896		55,765
Seaport District revenues	7,030		3,511
Strategic Developments revenues	204,011		14,656

Total revenues	$	353,890	$	161,679

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



	Contract			Contract
(In thousands)	Assets			Liabilities
Balance as of January 1, 2018	$	—		$	179,179
Consideration earned during the period	(35,834		)	(308,898		)
Consideration received during the period	35,834			426,215
Balance as of December 31, 2018	—			296,496
Consideration earned during the period	—			(166,485		)
Consideration received during the period	—			57,925
Balance as of March 31, 2019	$	—		$	187,936

Remaining Unsatisfied Performance Obligations

The Company’s remaining unsatisfied performance obligations as of March 31, 2019 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 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 March 31, 2019 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	$	439,994	$	22,909	$	757,878

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 builder price participation.

SEGMENTS

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

SEGMENTS

The Company has four business segments which offer different products and services. HHC's four 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. -Management’s Discussion and Analysis of Financial Condition and Results of Operations, one common operating measure used to assess operating results for the Company's business segments is earnings before taxes ("EBT"). The Company'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. All operations are within the United States. The Company's reportable segments are as follows:


•	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.


•	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.

•

Seaport District - consists of approximately 450,000 square feet of restaurant, retail and entertainment properties situated in three primary locations in New York, New York: Pier 17; Historic Area/Uplands; and Tin Building. While the latter is still under development and will comprise about 53,000 square feet when completed, the two operating locations consist of third party tenants; tenants either directly or jointly owned and operated by the Company; and businesses owned and operated by the Company under licensing agreements.


•	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, 2019, the Company moved the Seaport District out of its existing segments and into a stand-alone segment for disclosure purposes. The respective segment earnings and total segment assets presented in the Condensed Consolidated Financial Statements and elsewhere in this Quarterly Report have been adjusted in all periods reported to reflect this change. See the Seaport District section of Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.

Segment operating results are as follows:



	Three Months Ended March 31,
(In thousands)	2019			2018
Operating Assets Segment EBT
Total revenues	$	91,953		$	87,747
Total operating expenses	42,912			42,011
Segment operating income	49,041			45,736
Depreciation and amortization	27,108			23,360
Interest expense, net	18,991			16,687
Other income, net	(35		)	(93		)
Equity in earnings from real estate and other affiliates	(2,709		)	(2,583		)
Segment EBT	5,686			8,365

MPC Segment EBT
Total revenues	50,896			55,765
Total operating expenses	28,514			36,368
Segment operating income	22,382			19,397
Depreciation and amortization	160			81
Interest income, net	(7,543		)	(6,392		)
Other loss, net	5			—
Equity in earnings from real estate and other affiliates	(7,837		)	(11,128		)
Segment EBT	37,597			36,836

Seaport District Segment EBT
Total revenues	7,030			3,511
Total operating expenses	14,433			3,535
Segment operating loss	(7,403		)	(24		)
Depreciation and amortization	6,193			2,244
Interest expense (income), net	1,532			(3,717		)
Other loss, net	86			—
Equity in losses from real estate and other affiliates	632			—
Loss on sale or disposal of real estate	6			—
Segment EBT	(15,852		)	1,449

Strategic Developments Segment EBT
Total revenues	204,011			14,656
Total operating expenses	146,303			12,027
Segment operating income	57,708			2,629
Depreciation and amortization	1,056			1,065
Interest income, net	(3,262		)	(3,807		)
Other income, net	(695		)	(209		)
Equity in earnings from real estate and other affiliates	(37		)	(672		)
Segment EBT	60,646			6,252



	Three Months Ended March 31,
(In thousands)	2019			2018
Consolidated Segment EBT
Total revenues	353,890			161,679
Total operating expenses	232,162			93,941
Segment operating income	121,728			67,738
Depreciation and amortization	34,517			26,750
Interest loss, net	9,718			2,771
Other income, net	(639		)	(302		)
Equity in earnings from real estate and other affiliates	(9,951		)	(14,383		)
Loss on sale or disposal of real estate	6			—
Consolidated segment EBT	88,077			52,902

Corporate expenses and other items	56,152			51,068
Net income	31,925			1,834
Net income attributable to noncontrolling interests	(104		)	(360		)
Net income attributable to common stockholders	$	31,821		$	1,474

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



	March 31,		December 31,
(In thousands)	2019		2018
Operating Assets	$	2,706,132	$	2,562,257
Master Planned Communities	2,137,308		2,076,678
Seaport District	876,179		839,522
Strategic Developments	1,414,811		1,538,917
Total segment assets	7,134,430		7,017,374
Corporate and other	281,577		338,425
Total assets	$	7,416,007	$	7,355,799

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Policies)	3 Months Ended
ACCOUNTING POLICIES AND PRONOUNCEMENTS (Policies)	Mar. 31, 2019
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 October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. This standard is intended to improve the accounting when considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The effective date of the standard is for fiscal years, and interim periods within those years, beginning after December 15, 2019. The new standard must be adopted retrospectively with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2018-17 may have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard is intended to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software (and hosting arrangements that include an internal use software license). The standard requires an entity in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. This standard also requires the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2019. The new standard may be adopted prospectively or retrospectively 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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement that eliminates, adds and modifies certain disclosure requirements for fair value measurements. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted-average of significant unobservable inputs used to develop Level-3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively. All other amendments should be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2018-13 may have on its consolidated financial statements. 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 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. The New Leases Standard and related policy updates As discussed in Note 1 - Basis of Presentation and Organization, as of the Adoption Date of the New Leases Standard, the recognition of right-of-use assets and lease liabilities is required on the balance sheet. The Company determines whether an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets and operating lease liabilities on the condensed consolidated balance sheet. Right-of-use assets represent HHCs right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term. As most of HHC's leases do not provide an implicit rate, HHC uses an estimate of the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The operating lease right-of-use asset also includes any lease payments made, less any lease incentives and initial direct costs incurred. The Company does not have any finance leases as of March 31, 2019. The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate. The Company’s leases have remaining lease terms of less than one year to 54 years. Most leases include one or more options to renew, with renewal terms that can extend the lease term from two to 40 years, and some of which may include options to terminate the leases within one year. The Company considers its strategic plan and the life of associated agreements in determining when options to extend or terminate lease terms are reasonably certain of being exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain of the Company’s lease agreements include variable lease payments based on a percentage of income generated through subleases, changes in price indices and market rates, and other costs arising from operating, maintenance, and taxes. The Company’s lease agreements do not contain residual value guarantees or restrictive covenants. The Company leases certain buildings and office space constructed on its ground leases to third parties.

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Lease Assets and Liabilities

The Company’s leased assets and liabilities are as follows:



(In thousands)	March 31, 2019
Assets
Operating lease right-of-use assets	$	72,105
Total leased assets	$	72,105

Liabilities
Operating lease liabilities	$	71,888
Total leased liabilities	$	71,888

Lease Cost

The components of lease expense are as follows:



(In thousands)	Three Months Ended
Lease Cost	March 31, 2019
Operating lease cost	$	2,365
Variable lease costs	82
Sublease income	—
Net lease cost	$	2,447

Other information related to the Company’s lessee agreements is as follows:



(In thousands)	Three Months Ended
Supplemental Condensed Consolidated Statements of Cash Flows Information	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,495



Other Information	March 31, 2019
Weighted-average remaining lease term (years)
Operating leases	36.8
Weighted-average discount rate
Operating leases	7.7	%



	Three Months Ended
(In thousands)	March 31, 2019
Total Minimum Rent Payments	$	52,854

Operating Lease Liability Maturity

Future minimum lease payments as of March 31, 2019 are as follows:



(In thousands)	Operating
Year Ended December 31,	Leases
2019 (excluding the three months ended March 31, 2019)	$	5,174
2020	7,272
2021	7,111
2022	6,373
2023	6,389
Thereafter	273,287
Total lease payments	305,606
Less: imputed interest	(233,718		)
Present value of lease liabilities	$	71,888

Schedule of Minimum Rent Payments

The minimum rentals based on operating leases of the consolidated properties held as of March 31, 2019 are as follows:



	Three Months Ended
(In thousands)	March 31, 2019
Total Minimum Rent Payments	$	52,854

Total future minimum rents associated with operating leases are as follows:



	Total
	Minimum
Year Ending December 31,	Rent
	(In thousands)
2019 (excluding the three months ended March 31, 2019)	$	133,675
2020	187,566
2021	201,353
2022	209,225
2023	188,926
Thereafter	1,194,101
Total	$	2,114,846

REAL ESTATE AND OTHER AFFILIATES (Tables)

3 Months Ended

Mar. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

Summary of Investments in Real Estate and Other Affiliates

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
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
($ in thousands)	2019		2018		2019		2018		2019			2018
Equity Method Investments
Operating Assets:
The Metropolitan Downtown Columbia (a)	50	%	50	%	$	—	$	—	$	183		$	80
Stewart Title of Montgomery County, TX	50	%	50	%	3,822		3,920		102			82
Woodlands Sarofim #1	20	%	20	%	2,780		2,760		20			20
m.flats/TEN.M	50	%	50	%	3,486		4,701		(1,221		)	(937		)
Master Planned Communities:
The Summit (b)	—	%	—	%	78,573		72,171		7,837			11,128
Seaport District:
Mr. C Seaport	35	%	35	%	8,088		8,721		(632		)	—
Strategic Developments:
Circle T Ranch and Power Center	50	%	50	%	6,024		5,989		35			—
HHMK Development	50	%	50	%	10		10		—			—
KR Holdings	50	%	50	%	161		159		2			672
					102,944		98,431		6,326			11,045
Cost method investments					3,856		3,856		3,625			3,341
Investment in real estate and other affiliates					$	106,800	$	102,287	$	9,951		$	14,386


(a)	The Metropolitan Downtown Columbia was in a deficit position of $4.0 million and $3.8 million at March 31, 2019 and December 31, 2018, respectively, due to distributions from operating cash flows in excess of basis. These deficit balances are presented in Accounts payable and accrued expenses at March 31, 2019 and December 31, 2018.


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

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



	March 31,		December 31,
(In millions)	2019		2018
Total Assets	$	217.8	$	218.9
Total Liabilities	137.1		144.6
Total Equity	80.7		74.3



	Three Months Ended March 31,
(In millions)	2019		2018
Revenues (a)	$	30.5	$	23.4
Net income	7.4		11.1
Gross Margin	8.3		13.3


(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 ASU 2014-09, Revenues from Contracts with Customers (Topic 606) and will adopt by the end of 2019.

OTHER ASSETS AND LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2019

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:



	March 31,		December 31,
(In thousands)	2019		2018
Condominium inventory	$	69,110	$	198,352
Straight-line rent	51,985		50,493
Intangibles	33,785		33,955
Security and escrow deposits	20,129		17,670
Special Improvement District receivables	18,054		18,838
Prepaid expenses	15,202		16,981
Equipment, net of accumulated depreciation of $8.7 million and $8.3 million, respectively	15,125		15,543
Other	10,950		20,364
Tenant incentives and other receivables	8,625		8,745
In-place leases	5,677		6,539
TIF receivable	3,896		2,470
Above-market tenant leases	906		1,044
Federal income tax receivable	200		2,000
Interest rate swap derivative assets	—		346
Below-market ground leases	—		18,296
Prepaid expenses and other assets, net	$	253,644	$	411,636

Summary of the significant components of accounts payable and accrued expenses

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



	March 31,		December 31,
(In thousands)	2019		2018
Construction payables	$	298,235	$	258,749
Condominium deposit liabilities	147,861		263,636
Deferred income	54,082		42,734
Accounts payable and accrued expenses	26,512		38,748
Interest rate swap derivative liabilities	24,160		16,517
Tenant and other deposits	21,805		20,893
Accrued payroll and other employee liabilities	17,109		42,591
Other	16,150		29,283
Accrued real estate taxes	12,542		26,171
Accrued interest	10,515		23,080
Straight-line ground rent liability	—		16,870
Accounts payable and accrued expenses	$	628,971	$	779,272

MORTGAGES, NOTES AND LOANS PAYABLE, NET (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Summary of mortgages, notes and loans payable

Mortgages, notes and loans payable, net are summarized as follows:



	March 31,			December 31,
(In thousands)	2019			2018
Fixed-rate debt:
Unsecured 5.375% Senior Notes	$	1,000,000		$	1,000,000
Secured mortgages, notes and loans payable	660,229			648,707
Special Improvement District bonds	14,978			15,168
Variable-rate debt:
Mortgages, notes and loans payable (a)	1,599,172			1,551,336
Unamortized bond issuance costs	(5,889		)	(6,096		)
Unamortized deferred financing costs	(26,505		)	(27,902		)
Total mortgages, notes and loans payable, net	$	3,241,985		$	3,181,213

(a)

- 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://fasb.org/us-gaap/role/ref/legacyRef
-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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-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://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-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 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

FAIR VALUE (Tables)

3 Months Ended

Mar. 31, 2019

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:



	March 31, 2019								December 31, 2018
	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:
Interest rate derivative assets	$	—	$	—	$	—	$	—	$	346	$	—	$	346	$	—
Liabilities:
Interest rate derivative liabilities	24,160		—		24,160		—		16,517		—		16,517		—

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:



		March 31, 2019				December 31, 2018
(In thousands)	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and restricted cash	Level 1	$	587,306	$	587,306	$	724,215	$	724,215
Accounts receivable, net (a)	Level 3	16,030		16,030		12,589		12,589
Notes receivable, net (b)	Level 3	4,723		4,701		4,694		4,694

Liabilities:
Fixed-rate debt (c)	Level 2	1,675,207		1,676,153		1,663,875		1,608,635
Variable-rate debt (c)	Level 2	1,599,172		1,599,172		1,551,336		1,551,336

(a)Accounts receivable, net is shown net of an allowance of $10.4 million and $10.7 million at March 31, 2019 and December 31, 2018, respectively.

(b)Notes receivable, net is shown net of an allowance of $0.1 million at March 31, 2019 and December 31, 2018.

(c)Excludes related unamortized financing costs.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2019

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:



					Fixed				Fair Value Asset (Liability)
			Notional		Interest		Effective	Maturity	March 31,			December 31,
(In thousands)		Balance Sheet Location	Amount		Rate (a)		Date	Date	2019			2018
Derivative instruments not designated as hedging instruments:
Interest rate cap	(b)	Prepaid expenses and other assets, net	$	75,000	5.00	%	9/1/2017	8/31/2019	$	—		$	—
Interest rate cap	(b) (c)	Prepaid expenses and other assets, net	230,000		2.50	%	12/22/2016	12/23/2019	—			333
Derivative instruments designated as hedging instruments:
Interest rate collar	(d)	Prepaid expenses and other assets, net	51,353		1.50% - 2.50%		7/1/2018	5/1/2019	—			13
Interest rate collar	(d)	Accounts payable and accrued expenses	193,967		2.00% - 3.00%		5/1/2019	5/1/2020	(57		)	(37		)
Interest rate collar	(d)	Accounts payable and accrued expenses	354,217		2.25% - 3.25%		5/1/2020	5/1/2021	(1,055		)	(730		)
Interest rate collar	(d)	Accounts payable and accrued expenses	381,404		2.75% - 3.50%		5/1/2021	4/30/2022	(2,719		)	(1,969		)
Interest rate swap	(e)	Accounts payable and accrued expenses	615,000		2.96	%	9/21/2018	9/18/2023	(20,329		)	(13,781		)
Total fair value derivative assets									$	—		$	346
Total fair value derivative liabilities									$	(24,160	)	$	(16,517	)


(a)	These rates represent the strike rate on HHC's interest swaps, caps and collars.


(b)	Interest income of $0.2 million is included in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and the year ended December 31, 2018, related to these contracts.


(c)	The Company settled this Interest rate cap on February 1, 2019.


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


(e)	Concurrent with the funding of the new $615.0 million Term Loan on September 21, 2018, the Company entered into this interest rate swap which is designated as a cash flow hedge.

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



	Amount of (Loss) Gain Recognized
	in AOCI on Derivative
	Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships	2019			2018
Interest rate derivatives	$	(5,816	)	$	8,261



	Amount of Gain Reclassified from
	AOCI into Operations
	Three Months Ended March 31,
Location of Gain Reclassified from AOCI into Operations	2019		2018
Interest expense	$	128	$	216



	Total Interest Expense Presented
	in the Results of Operations in which
	the Effects of Cash Flow Hedges are Recorded
	Three Months Ended March 31,
Interest Expense Presented in Results of Operations	2019		2018
Interest expense	$	23,326	$	16,609

STOCK BASED PLANS (Tables)

3 Months Ended

Mar. 31, 2019

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 three months ended March 31, 2019:



	Stock Options		Weighted Average Exercise Price
Stock Options outstanding at December 31, 2018	817,998		$	105.06
Granted	9,500		110.35
Forfeited	(4,600	)	121.04
Stock Options outstanding at March 31, 2019	822,898		$	105.06

Summary of restricted stock activity

The following table summarizes restricted stock activity for the three months ended March 31, 2019:



	Restricted Stock		Weighted Average Grant Date Fair Value
Restricted stock outstanding at December 31, 2018	406,544		$	82.10
Granted	150,216		84.48
Forfeited	(1,981	)	70.94
Restricted stock outstanding at March 31, 2019	554,779		$	82.78

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

3 Months Ended

Mar. 31, 2019

Stockholders' Equity Note [Abstract]

Summary of AOCI

The following tables summarize changes in AOCI by component, all of which are presented net of tax:



(In thousands)
Balance as of December 31, 2017	$	(6,965	)
Other comprehensive income before reclassifications	8,271
Gain reclassified from accumulated other comprehensive loss to net income	(216		)
Adjustment related to adoption of ASU 2018-02	(1,148		)
Adjustment related to adoption of ASU 2017-12	(739		)
Net current-period other comprehensive income	6,168
Balance as of March 31, 2018	$	(797	)

Balance as of December 31, 2018	$	(8,126	)
Other comprehensive loss before reclassifications	(5,867		)
Gain reclassified from accumulated other comprehensive loss to net income	(128		)
Terminated swap amortization	(638		)
Net current-period other comprehensive loss	(6,633		)
Balance as of March 31, 2019	$	(14,759	)

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)
(In thousands)	Three Months Ended March 31,						Affected line items in the
Accumulated Other Comprehensive Income (Loss) Components	2019			2018			Statements of Operations
(Gains) losses on cash flow hedges	$	(162	)	$	(273	)	Interest expense
Interest rate swap contracts	34			57			Provision for income taxes
Total reclassifications of (income) loss for the period	$	(128	)	$	(216	)	Net of tax

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Summary of EPS calculations

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



	Three Months Ended March 31,
(In thousands, except per share amounts)	2019			2018
Basic EPS:
Numerator:
Net income	$	31,925		$	1,834
Net income attributable to noncontrolling interests	(104		)	(360		)
Net income attributable to common stockholders	$	31,821		$	1,474

Denominator:
Weighted-average basic common shares outstanding	43,106			42,976

Diluted EPS:
Numerator:
Net income attributable to common stockholders	$	31,821		$	1,474

Denominator:
Weighted-average basic common shares outstanding	43,106			42,976
Restricted stock and stock options	151			218
Warrants	—			169
Weighted-average diluted common shares outstanding	43,257			43,363

Basic income per share:	$	0.74		$	0.03

Diluted income per share:	$	0.74		$	0.03

REVENUE (Tables)

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue disaggregated by revenue source

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



	Three Months Ended
(In thousands)	March 31, 2019		March 31, 2018
Revenues
From contracts with customers
Recognized at a point in time:
Condominium rights and unit sales	$	198,310	$	10,837
Master Planned Communities land sales	41,312		46,565
Hospitality revenues	22,929		23,061
Builder price participation	5,195		5,081
Total revenue from contracts with customers	267,746		85,544

Recognized at a point in time and/or over time:
Other land revenues	4,729		4,131
Other rental and property revenues	13,821		9,849
Total other income	18,550		13,980

Rental and other income (lease-related revenues)
Minimum rents	54,086		49,395
Tenant recoveries	13,508		12,760
Total rental income	67,594		62,155

Total revenues	$	353,890	$	161,679

Revenues by segment
Operating Assets revenues	$	91,953	$	87,747
Master Planned Communities revenues	50,896		55,765
Seaport District revenues	7,030		3,511
Strategic Developments revenues	204,011		14,656

Total revenues	$	353,890	$	161,679

Contract with customer, asset and liability

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



	Contract			Contract
(In thousands)	Assets			Liabilities
Balance as of January 1, 2018	$	—		$	179,179
Consideration earned during the period	(35,834		)	(308,898		)
Consideration received during the period	35,834			426,215
Balance as of December 31, 2018	—			296,496
Consideration earned during the period	—			(166,485		)
Consideration received during the period	—			57,925
Balance as of March 31, 2019	$	—		$	187,936

Remaining performance obligation, expected timing of satisfaction

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	$	439,994	$	22,909	$	757,878

SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Summary of segment operating results

Segment operating results are as follows:



	Three Months Ended March 31,
(In thousands)	2019			2018
Operating Assets Segment EBT
Total revenues	$	91,953		$	87,747
Total operating expenses	42,912			42,011
Segment operating income	49,041			45,736
Depreciation and amortization	27,108			23,360
Interest expense, net	18,991			16,687
Other income, net	(35		)	(93		)
Equity in earnings from real estate and other affiliates	(2,709		)	(2,583		)
Segment EBT	5,686			8,365

MPC Segment EBT
Total revenues	50,896			55,765
Total operating expenses	28,514			36,368
Segment operating income	22,382			19,397
Depreciation and amortization	160			81
Interest income, net	(7,543		)	(6,392		)
Other loss, net	5			—
Equity in earnings from real estate and other affiliates	(7,837		)	(11,128		)
Segment EBT	37,597			36,836

Seaport District Segment EBT
Total revenues	7,030			3,511
Total operating expenses	14,433			3,535
Segment operating loss	(7,403		)	(24		)
Depreciation and amortization	6,193			2,244
Interest expense (income), net	1,532			(3,717		)
Other loss, net	86			—
Equity in losses from real estate and other affiliates	632			—
Loss on sale or disposal of real estate	6			—
Segment EBT	(15,852		)	1,449

Strategic Developments Segment EBT
Total revenues	204,011			14,656
Total operating expenses	146,303			12,027
Segment operating income	57,708			2,629
Depreciation and amortization	1,056			1,065
Interest income, net	(3,262		)	(3,807		)
Other income, net	(695		)	(209		)
Equity in earnings from real estate and other affiliates	(37		)	(672		)
Segment EBT	60,646			6,252



	Three Months Ended March 31,
(In thousands)	2019			2018
Consolidated Segment EBT
Total revenues	353,890			161,679
Total operating expenses	232,162			93,941
Segment operating income	121,728			67,738
Depreciation and amortization	34,517			26,750
Interest loss, net	9,718			2,771
Other income, net	(639		)	(302		)
Equity in earnings from real estate and other affiliates	(9,951		)	(14,383		)
Loss on sale or disposal of real estate	6			—
Consolidated segment EBT	88,077			52,902

Corporate expenses and other items	56,152			51,068
Net income	31,925			1,834
Net income attributable to noncontrolling interests	(104		)	(360		)
Net income attributable to common stockholders	$	31,821		$	1,474

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:



	March 31,		December 31,
(In thousands)	2019		2018
Operating Assets	$	2,706,132	$	2,562,257
Master Planned Communities	2,137,308		2,076,678
Seaport District	876,179		839,522
Strategic Developments	1,414,811		1,538,917
Total segment assets	7,134,430		7,017,374
Corporate and other	281,577		338,425
Total assets	$	7,416,007	$	7,355,799

BASIS OF PERSENTATION AND ORGANIZATION (Narrative) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets, net	$ 72,105
Operating lease obligations	$ 71,888
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets, net		$ 73,100
Operating lease obligations		$ 72,000

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Narrative) (Details)	3 Months Ended
	Mar. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Average remaining term of lease	5 years
Lease termination period	1 year
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating leases remaining lease term	1 year
Lease renewal term	2 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating leases remaining lease term	54 years
Lease renewal term	40 years

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Lease Assets and Liabilities) (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Assets:
Operating lease right-of-use assets, net	$ 72,105
Liabilities:
Operating lease obligations	$ 71,888

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Lease Costs) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Accounting Policies [Abstract]
Operating lease cost	$ 2,365
Variable lease costs	82
Sublease income	0
Net lease cost	$ 2,447

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Lease Liability Maturity) (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Operating Lease
2019 (excluding the three months ended March 31, 2019)	$ 5,174
2020	7,272
2021	7,111
2022	6,373
2023	6,389
Thereafter	273,287
Total lease payments	305,606
Less: imputed interest	(233,718)
Present value of lease liabilities	$ 71,888

ACCOUNTING POLICITES AND PRONOUNCEMENTS (Cash Flows) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Accounting Policies [Abstract]
Operating cash flows from operating leases	$ 1,495

ACCOUNTING POLICIES AND PRONOUNCEMENTS (Other Information) (Details)	Mar. 31, 2019
Weighted-average remaining lease term (years)
Operating leases	36 years 9 months 7 days
Weighted-average discount rate
Operating leases	7.70%

ACCOUNTING POLICIES AND PRONOUNCEMENTS ACCOUNTING POLICIES AND PRONOUNCEMENTS (Minimum Rent Payments Received) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Accounting Policies [Abstract]
Total Minimum Rent Payments	$ 52,854
2019 (excluding the three months ended March 31, 2019)	133,675
2020	187,566
2021	201,353
2022	209,225
2023	188,926
Thereafter	1,194,101
Total	$ 2,114,846

REAL ESTATE AND OTHER AFFILIATES (Summary of Investments in Real Estate and Other Affiliates) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Investment in Real Estate and Other Affiliates
Carrying Value	$ 106,800		$ 102,287
Share of Earnings/Dividends	9,951	$ 14,386
Cost method investments
Investment in Real Estate and Other Affiliates
Carrying Value	3,856		3,856
Share of Earnings/Dividends	3,625	3,341
Accounts payable and accrued expenses \| The Metropolitan Downtown Columbia
Investment in Real Estate and Other Affiliates
Investment deficit position	$ 4,000		$ 3,800
Operating Assets \| The Metropolitan Downtown Columbia \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 0		$ 0
Share of Earnings/Dividends	$ 183	80
Operating Assets \| Stewart Title of Montgomery County, TX \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 3,822		$ 3,920
Share of Earnings/Dividends	$ 102	82
Operating Assets \| Woodlands Sarofim 1 \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	20.00%		20.00%
Carrying Value	$ 2,780		$ 2,760
Share of Earnings/Dividends	$ 20	20
Operating Assets \| m.flats/TEN.M \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 3,486		$ 4,701
Share of Earnings/Dividends	$ (1,221)	(937)
Master Planned Communities \| The Summit \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	0.00%		0.00%
Carrying Value	$ 78,573		$ 72,171
Share of Earnings/Dividends	$ 7,837	11,128
Seaport District \| Mr. C Seaport \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	35.00%		35.00%
Carrying Value	$ 8,088		$ 8,721
Share of Earnings/Dividends	(632)	0
Strategic Developments \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Carrying Value	102,944		$ 98,431
Share of Earnings/Dividends	$ 6,326	11,045
Strategic Developments \| Circle T Ranch and Power Center \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 6,024		$ 5,989
Share of Earnings/Dividends	$ 35	0
Strategic Developments \| HHMK Development \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 10		$ 10
Share of Earnings/Dividends	$ 0	0
Strategic Developments \| KR Holdings \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%
Carrying Value	$ 161		$ 159
Share of Earnings/Dividends	$ 2	$ 672

REAL ESTATE AND OTHER AFFILIATES (Narrative) (Details)	3 Months Ended			12 Months Ended
REAL ESTATE AND OTHER AFFILIATES (Narrative) (Details)	Mar. 31, 2019 USD ($) entity	Jun. 30, 2018 USD ($)	Mar. 31, 2015 USD ($) item	Dec. 31, 2018 USD ($) entity
Real Estate and Other Affiliates
Investment in real estate and other affiliates	$ 106,800,000			$ 102,287,000
Number of variable interest entities in which entity is primary beneficiary \| entity	6			6
Carrying values of the assets associated with the operations of the consolidated VIEs	$ 241,700,000			$ 190,600,000
Carrying values of the liabilities associated with the operations of the consolidated VIEs	$ 111,500,000			99,800,000
USAA Joint Venture
Real Estate and Other Affiliates
Contribution of property		$ 33,600,000
Fair value of property contributed		85,000,000
Joint venture capital obligations		$ 42,700,000
Equity ownership in joint venture		33.00%
Preferred return on capital		9.00%
Ownership interest	90.00%
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	$ 202,000,000
Share of entity in secured debt	$ 96,400,000
USAA \| USAA Joint Venture
Real Estate and Other Affiliates
Capital contribution to joint venture		$ 64,000,000
Joint venture capital obligations		$ 105,600,000
Preferred return on capital		9.00%
Ownership interest	10.00%
Preferred return on capital of cash distribution		11.11%
Seaport District \| Equity Method Investments \| Mr. C Seaport
Real Estate and Other Affiliates
Investment in real estate and other affiliates	$ 8,088,000			$ 8,721,000
Wacker110 N \| Operating Assets
Real Estate and Other Affiliates
Recourse percentage	18.00%
Facility amount	$ 9,000,000

REAL ESTATE AND OTHER AFFILIATES (Relevant Financial Information) (Details) - The Summit - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Real Estate and Other Affiliates
Total Assets	$ 217.8		$ 218.9
Total Liabilities	137.1		144.6
Total Equity	80.7		$ 74.3
Revenues	30.5	$ 23.4
Net income	7.4	11.1
Gross Margin	$ 8.3	$ 13.3

IMPAIRMENT (Details) - USD ($)	3 Months Ended	12 Months Ended
IMPAIRMENT (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Asset Impairment Charges [Abstract]
Impairment on real estate	$ 0	$ 0

OTHER ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Prepaid Expenses and Other Assets
Condominium inventory	$ 69,110	$ 198,352
Straight-line rent	51,985	50,493
Intangibles	33,785	33,955
Security and escrow deposits	20,129	17,670
Prepaid expenses	15,202	16,981
Equipment, net of accumulated depreciation of $8.7 million and $8.3 million, respectively	15,125	15,543
Other	10,950	20,364
Tenant incentives and other receivables	8,625	8,745
TIF receivable	3,896	2,470
Federal income tax receivable	200	2,000
Interest rate swap derivative assets	0	346
Prepaid expenses and other assets, net	253,644	411,636
Accumulated depreciation on other equipment	8,700	8,300
Decrease in prepaid expenses and other assets	158,000
Decrease in condominium inventory	129,200
Accounts Payable and Accrued Liabilities [Abstract]
Construction payables	298,235	258,749
Condominium deposit liabilities	147,861	263,636
Deferred Revenue and Credits	54,082	42,734
Accounts payable and accrued expenses	26,512	38,748
Interest rate swap derivative liabilities	24,160	16,517
Tenant and other deposits	21,805	20,893
Accrued payroll and other employee liabilities	17,109	42,591
Other	16,150	29,283
Accrued real estate taxes	12,542	26,171
Accrued interest	10,515	23,080
Straight-line ground rent liability	0	16,870
Accounts payable and accrued expenses	628,971	779,272
Decrease in accounts payable and accrued expenses	150,300
Decrease in condominium deposits liability	115,800
Decrease in accrued payroll and other employee liabilities	25,500
Decrease in straight-line ground rent liability	16,900
In-place leases
Prepaid Expenses and Other Assets
Net carrying amount	5,677	6,539
Below-market ground leases
Prepaid Expenses and Other Assets
Special Improvement District receivables	18,054	18,838
Net carrying amount	0	18,296
Above-market tenant leases
Prepaid Expenses and Other Assets
Net carrying amount	906	$ 1,044
Decrease in below-market ground leases	$ 18,300

MORTGAGES, NOTES AND LOANS PAYABLE, NET (Summary of Mortgages, Notes and Loans Payable) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Mortgages, notes and loans payable	$ 1,599,172	$ 1,551,336
Unamortized bond issuance costs	(5,889)	(6,096)
Unamortized deferred financing costs	(26,505)	(27,902)
Total mortgages, notes and loans payable	3,241,985	3,181,213
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%
Secured mortgages, notes and loans payable
Debt Instrument [Line Items]
Fixed-rate debt:	$ 660,229	648,707
Amount of variable-rate debt swapped to fixed rate	615,000	615,000
Special Improvement District bonds
Debt Instrument [Line Items]
Fixed-rate debt:	14,978	15,168
Secured mortgages, notes and loans payable \| Interest Rate Collar
Debt Instrument [Line Items]
Mortgages, notes and loans payable	50,000	50,000
Secured mortgages, notes and loans payable \| Interest Rate Cap
Debt Instrument [Line Items]
Mortgages, notes and loans payable	$ 75,000	$ 75,000

MORTGAGES, NOTES AND LOANS PAYABLE, NET (Narrative) (Details)	Apr. 09, 2019 USD ($)	Mar. 12, 2019 USD ($)	Feb. 28, 2019 USD ($) extention_option	Mar. 31, 2019 USD ($)
Woodlands Properties
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress pledged as collateral				$ 4,400,000,000
Summerlin \| Special Improvement District bonds
Mortgages, notes and loans payable
New SIDs issued				0
Bond obligation				$ 100,000
Creekside Park West \| Construction Loans
Mortgages, notes and loans payable
Term of extension option		1 year
Loan amount		$ 18,000,000.0
Creekside Park West \| Construction Loans \| London Interbank Offered Rate (LIBOR)
Mortgages, notes and loans payable
Interest rate margin (as a percent)		2.25%
Resort And Conference Center \| Mortgages
Mortgages, notes and loans payable
Term of extension option			1 year
Loan amount			$ 62,500,000.0
Number of extension options \| extention_option			2
Resort And Conference Center \| Mortgages \| London Interbank Offered Rate (LIBOR)
Mortgages, notes and loans payable
Effective interest rate			2.50%
Subsequent Event \| Hhc242 Self Storage Facility
Mortgages, notes and loans payable
Long-term line of credit	$ 5,500,000
Term of extension option	1 year
Subsequent Event \| Hhc2978 Self Storage Facility
Mortgages, notes and loans payable
Long-term line of credit	$ 5,400,000
Term of extension option	1 year

FAIR VALUE (Assets and Liabilities Measured on a Recurring Basis) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Liabilities:
Interest rate derivative liabilities	$ 24,160	$ 16,517
Interest rate derivatives
Assets:
Interest rate derivative assets	0	346
Liabilities:
Interest rate derivative liabilities	24,160	16,517
Interest rate derivatives \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Interest rate derivative assets	0	0
Liabilities:
Interest rate derivative liabilities	0	0
Interest rate derivatives \| Significant Other Observable Inputs (Level 2)
Assets:
Interest rate derivative assets	0	346
Liabilities:
Interest rate derivative liabilities	24,160	16,517
Interest rate derivatives \| Significant Unobservable Inputs (Level 3)
Assets:
Interest rate derivative assets	0	0
Liabilities:
Interest rate derivative liabilities	$ 0	$ 0

FAIR VALUE (Assets and Liabilities Not Measured at Fair Value) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Assets:
Cash and restricted cash	$ 587,306	$ 724,215	$ 764,943	$ 964,300
Liabilities:
Variable-rate debt	1,599,172	1,551,336
Allowance for doubtful accounts	10,400	10,700
Allowance for notes receivable	100	100
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Carrying Amount
Assets:
Cash and restricted cash	587,306	724,215
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Estimated Fair Value
Assets:
Cash and restricted cash	587,306	724,215
Significant Other Observable Inputs (Level 2) \| Carrying Amount
Liabilities:
Fixed-rate debt	1,675,207	1,663,875
Variable-rate debt	1,599,172	1,551,336
Significant Other Observable Inputs (Level 2) \| Estimated Fair Value
Liabilities:
Fixed-rate debt	1,676,153	1,608,635
Variable-rate debt	1,599,172	1,551,336
Significant Unobservable Inputs (Level 3) \| Carrying Amount
Assets:
Accounts receivable, net	16,030	12,589
Notes receivable, net	4,723	4,694
Significant Unobservable Inputs (Level 3) \| Estimated Fair Value
Assets:
Accounts receivable, net	16,030	12,589
Notes receivable, net	$ 4,701	$ 4,694

FAIR VALUE (Narrative) (Details) - Unsecured 5.375% Senior Notes	Mar. 31, 2019 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loan amount	$ 1,000,000,000.0
Interest rate (as a percent)	5.375%

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Narrative) (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2019 USD ($) settled_derivative derivative_instrument	Dec. 31, 2018 USD ($) settled_derivative
Derivative [Line Items]
Derivative liability fair value gross	$ 24,160,000	$ 16,517,000
Interest Rate Cap
Derivative [Line Items]
Interest rate swap agreements settled \| settled_derivative	1
Interest rate derivatives
Derivative [Line Items]
Interest rate swap agreements settled \| settled_derivative		4
Reduction in interest expense	$ 1,100,000
Credit Risk Contract
Derivative [Line Items]
Derivative liability fair value gross	26,200,000	$ 18,200,000
Designated as Hedging Instrument \| Interest Rate Cap
Derivative [Line Items]
Notional amount	230,000,000.0
Payment received from derivative settlement	$ 200,000
Designated as Hedging Instrument \| Interest rate derivatives
Derivative [Line Items]
Notional amount		250,000,000.0
Payment received from derivative settlement		15,800,000
Termination fee		300,000
Derivatives deferred effective portion of fair value change \| derivative_instrument	3
Derivative change in fair value recognition period	8 years 9 months 18 days
Gain on derivative expected amount to be reclassified	$ 100,000
Fixed Interest Rate 2.96%, Maturing October 2019 \| Designated as Hedging Instrument \| Interest rate derivatives
Derivative [Line Items]
Notional amount		18,900,000.0
Fixed Interest Rate 1.66%, Maturing May 2020 \| Designated as Hedging Instrument \| Interest rate derivatives
Derivative [Line Items]
Notional amount		40,000,000.0
Derivative change in fair value recognition period	2 years 6 months
Fixed Interest Rate 1.14%, Maturing September 2021 \| Designated as Hedging Instrument \| Interest rate derivatives
Derivative [Line Items]
Notional amount		$ 119,400,000.0
Derivative change in fair value recognition period	1 year 1 month 6 days

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Summary of the Notional Amount and Fair Value of Derivatives) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Sep. 21, 2018
Fair value of derivative instruments
Total fair value derivative assets	$ 0	$ 346,000
Total fair value derivative liabilities	(24,160,000)	(16,517,000)
Interest Rate Cap \| Derivative instruments not designated as hedging instruments \| Fixed Interest Rate 2.50%, Maturing December 2019
Fair value of derivative instruments
Interest income	200,000	200,000
Interest Rate Cap \| Derivative instruments not designated as hedging instruments \| Prepaid expenses and other assets, net \| Fixed Interest Rate 5.0 Maturing August 2019
Fair value of derivative instruments
Notional amount	$ 75,000,000
Fixed Interest Rate	5.00%
Total fair value derivative assets	$ 0	0
Interest Rate Cap \| Derivative instruments not designated as hedging instruments \| Prepaid expenses and other assets, net \| Fixed Interest Rate 2.50%, Maturing December 2019
Fair value of derivative instruments
Notional amount	$ 230,000,000
Fixed Interest Rate	2.50%
Total fair value derivative assets	$ 0	333,000
Interest Rate Cap \| Derivative instruments designated as hedging instruments
Fair value of derivative instruments
Notional amount	230,000,000.0
Interest Rate Collar \| Derivative instruments designated as hedging instruments \| Prepaid expenses and other assets, net \| Fixed Interest Rate 1.50% To 2.50%, Maturing May 2019
Fair value of derivative instruments
Notional amount	51,353,000
Total fair value derivative assets	0	13,000
Interest Rate Collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.00% To 3.00%, Maturing May 2020
Fair value of derivative instruments
Notional amount	193,967,000
Total fair value derivative liabilities	(57,000)	(37,000)
Interest Rate Collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.25% To 3.25%, Maturing May 2021
Fair value of derivative instruments
Notional amount	354,217,000
Total fair value derivative liabilities	(1,055,000)	(730,000)
Interest Rate Collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.75% To 3.50%, Maturing April 2022
Fair value of derivative instruments
Notional amount	381,404,000
Total fair value derivative liabilities	(2,719,000)	(1,969,000)
Interest rate derivatives \| Derivative instruments designated as hedging instruments
Fair value of derivative instruments
Notional amount		250,000,000.0
Interest rate derivatives \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.96%, Maturing September 2023
Fair value of derivative instruments
Notional amount	$ 615,000,000
Fixed Interest Rate	2.96%
Total fair value derivative liabilities	$ (20,329,000)	$ (13,781,000)
Minimum \| Interest Rate Collar \| Derivative instruments designated as hedging instruments \| 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%
Minimum \| Interest Rate Collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.00% To 3.00%, Maturing May 2020
Fair value of derivative instruments
Fixed Interest Rate	2.00%
Minimum \| Interest Rate Collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.25% To 3.25%, Maturing May 2021
Fair value of derivative instruments
Fixed Interest Rate	2.25%
Minimum \| Interest Rate Collar \| Derivative instruments designated as hedging instruments \| 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%
Maximum \| Interest Rate Collar \| Derivative instruments designated as hedging instruments \| 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%
Maximum \| Interest Rate Collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.00% To 3.00%, Maturing May 2020
Fair value of derivative instruments
Fixed Interest Rate	3.00%
Maximum \| Interest Rate Collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Fixed Interest Rate 2.25% To 3.25%, Maturing May 2021
Fair value of derivative instruments
Fixed Interest Rate	3.25%
Maximum \| Interest Rate Collar \| Derivative instruments designated as hedging instruments \| 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%
Term Loan \| $700 Million Loan Maturity September 2023
Fair value of derivative instruments
Loan amount			$ 615,000,000.0

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Impact of Financial Instruments on Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Effect of the Company's derivative financial instruments on the income statement
Total Interest Expense Presented in the Results of Operations in which the Effects of Cash Flow Hedges are Recorded	$ 23,326	$ 16,609
Interest Expense
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Reclassified from AOCI into Operations	128	216
Interest rate derivatives
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Reclassified from AOCI into Operations	(1,100)
Cash Flow Hedging \| Interest rate derivatives
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in AOCI on Derivative	$ (5,816)	$ 8,261

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2019	Dec. 31, 2018
Lessor, Lease, Description [Line Items]
Outstanding letters of credit		$ 15.3	$ 15.3
Amount of outstanding surety bonds		110.1	$ 101.2
Rent expense	$ 2.6
Guarantee Obligations \| Downtown Columbia
Lessor, Lease, Description [Line Items]
Loss contingency guaranteed amount limit		$ 1.0

STOCK BASED PLANS (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Stock Options
Stock options outstanding at the beginning of the period (in shares)	817,998
Granted (in shares)	9,500
Forfeited (in shares)	(4,600)
Stock options outstanding at the end of the period (in shares)	822,898
Weighted Average Exercise Price
Stock options outstanding at the beginning of the period (in dollars per share)	$ 105.06
Granted (in dollars per share)	110.35
Forfeited (in dollars per share)	121.04
Stock options outstanding at the end of the period (in dollars per share)	$ 105.06
Stock based compensation expense	$ 3,069	$ 2,684
Stock Option
Weighted Average Exercise Price
Stock based compensation expense	700	700
Share based compensation costs capitalized	$ 200	$ 300

STOCK BASED PLANS (Summary of Restricted Stock Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Weighted Average Grant Date Fair Value
Stock based compensation expense	$ 3,069	$ 2,684
Restricted Stock
Restricted stock activity
Restricted stock outstanding at the beginning of the period (in shares)	406,544
Granted (in shares)	150,216
Forfeited (in shares)	(1,981)
Restricted stock outstanding at the end of the period (in shares)	554,779
Weighted Average Grant Date Fair Value
Restricted stock outstanding at the beginning of the period (in dollars per share)	$ 82.10
Granted (in dollars per share)	84.48
Forfeited (in dollars per share)	70.94
Restricted stock outstanding at the end of the period (in dollars per share)	$ 82.78
Stock based compensation expense	$ 2,300	2,000
Share based compensation costs capitalized	$ 300	$ 300

INCOME TAXES (Narrative) (Details)	3 Months Ended
INCOME TAXES (Narrative) (Details)	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	25.70%	27.40%

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 LOSS (Summary of Changes in Accumulated Other Comprehensive Income) (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2019

Mar. 31, 2018

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

Balance at the beginning of the period

$ 3,238,126

$ 3,188,551

Other comprehensive income (loss) before reclassifications

(5,867)

8,271

(Gain) loss reclassified from accumulated other comprehensive loss to net income

(128)

(216)

^[1]

(1,148)

^[2]

(739)

Terminated swap amortization

(638)

Net current-period other comprehensive income (loss)

(6,633)

6,168

Balance at the end of the period

3,307,473

3,079,363

Accumulated Other Comprehensive (Loss) Income

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

Balance at the beginning of the period

(8,126)

(6,965)

(1,148)

(739)

Terminated swap amortization

(638)

Balance at the end of the period

$ (14,759)

$ (797)

[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.
[2]	The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, as of January 1, 2018.

ACCUMULATED OTHER COMPREHENSIVE LOSS (Summary of Amounts Reclassified Out of AOCI) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Reclassifications out of accumulated other comprehensive income (loss)
Interest expense	$ (23,326)	$ (16,609)
Provision for income taxes	11,016	558
Net income	(31,925)	(1,834)
Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss)
Net income	(128)	(216)
Interest rate swap contracts \| Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss)
Provision for income taxes	34	57
(Gains) losses on cash flow hedges \| Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss)
Interest expense	$ (162)	$ (273)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=114867106&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
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+ Details

EARNINGS PER SHARE (Information Related to EPS Calculation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Net income	$ 31,925	$ 1,834
Net income attributable to noncontrolling interests	(104)	(360)
Net income attributable to common stockholders	$ 31,821	$ 1,474
Denominator:
Weighted-average basic common shares outstanding (in shares)	43,106	42,976
Numerator:
Net income attributable to common stockholders	$ 31,821	$ 1,474
Denominator:
Weighted-average basic common shares outstanding (in shares)	43,106	42,976
Restricted stock and stock options (in shares)	151	218
Warrants (in shares)	0	169
Weighted-average diluted common shares outstanding (in shares)	43,257	43,363
Basic income per share: (in dollars per share)	$ 0.74	$ 0.03
Diluted income per share: (in dollars per share)	$ 0.74	$ 0.03

EARNINGS PER SHARE (Narrative) (Details) - shares	3 Months Ended
EARNINGS PER SHARE (Narrative) (Details) - shares	Mar. 31, 2019	Mar. 31, 2018
Employees Directors and Consultants Stock Options
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	563,808	409,100
Restricted Stock
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	288,010	224,420

REVENUE (Schedule of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Minimum rents	$ 54,086
Minimum rents		$ 49,395
Tenant recoveries	13,508
Tenant recoveries		12,760
Total rental income	67,594
Total rental income		62,155
Total revenues	353,890	161,679
Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue	267,746	85,544
Recognized at a point in time and/or over time:
Disaggregation of Revenue [Line Items]
Revenue	18,550	13,980
Operating Assets
Disaggregation of Revenue [Line Items]
Total revenues	91,953	87,747
Master Planned Communities
Disaggregation of Revenue [Line Items]
Total revenues	50,896	55,765
Seaport District
Disaggregation of Revenue [Line Items]
Total revenues	7,030	3,511
Strategic Developments
Disaggregation of Revenue [Line Items]
Total revenues	204,011	14,656
Condominium rights and unit sales
Disaggregation of Revenue [Line Items]
Revenue	198,310	10,837
Condominium rights and unit sales \| Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue	198,310	10,837
Master Planned Communities land sales
Disaggregation of Revenue [Line Items]
Revenue	41,312	46,565
Master Planned Communities land sales \| Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue	41,312	46,565
Hospitality revenues
Disaggregation of Revenue [Line Items]
Revenue	22,929	23,061
Hospitality revenues \| Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue	22,929	23,061
Builder price participation
Disaggregation of Revenue [Line Items]
Revenue	5,195	5,081
Builder price participation \| Recognized at a point in time:
Disaggregation of Revenue [Line Items]
Revenue	5,195	5,081
Other land revenues
Disaggregation of Revenue [Line Items]
Revenue	4,729	4,131
Other land revenues \| Recognized at a point in time and/or over time:
Disaggregation of Revenue [Line Items]
Revenue	4,729	4,131
Other rental and property revenues
Disaggregation of Revenue [Line Items]
Revenue	13,821	9,849
Other rental and property revenues \| Recognized at a point in time and/or over time:
Disaggregation of Revenue [Line Items]
Revenue	$ 13,821	$ 9,849

REVENUE (Schedule of Contract with Customer, Asset and Liability) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Change In Contract With Customer, Asset [Roll Forward]
Beginning balance	$ 0	$ 0
Consideration earned during the period	0	(35,834)
Consideration received during the period	0	35,834
Ending balance	0	0
Change In Contract With Customer, Liability [Roll Forward]
Beginning balance	296,496	179,179
Consideration earned during the period	(166,485)	(308,898)
Consideration received during the period	57,925	426,215
Ending balance	$ 187,936	$ 296,496

REVENUE (Schedule of Remaining Unsatisfied Performance Obligations) (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 1,200,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 439,994
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 22,909
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 757,878

SEGMENTS (Summary of Segment Operating Results) (Details) ft² in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($) ft² location segment	Mar. 31, 2018 USD ($)
Segments reporting
Number of reportable segments \| segment	4
Total revenues	$ 353,890	$ 161,679
Total operating expenses	300,314	159,140
Depreciation and amortization	36,131	28,188
Other (income) loss, net	(173)	0
Equity in (earnings) loss from real estate and other affiliates	(9,951)	(14,386)
Loss on sale or disposal of real estate	(6)	0
Segment EBT	42,941	2,392
Net income	31,925	1,834
Net income attributable to noncontrolling interests	(104)	(360)
Net income attributable to common stockholders	31,821	1,474
Operating Assets
Segments reporting
Total revenues	91,953	87,747
Master Planned Communities
Segments reporting
Total revenues	$ 50,896	55,765
Seaport District
Segments reporting
Area of real estate property (in sqft) \| ft²	450
Operating locations \| location	2
Total revenues	$ 7,030	3,511
Strategic Developments
Segments reporting
Total revenues	204,011	14,656
Operating Segments
Segments reporting
Total revenues	353,890	161,679
Total operating expenses	232,162	93,941
Segment operating income	121,728	67,738
Depreciation and amortization	34,517	26,750
Interest (expense) income, net	9,718	2,771
Other (income) loss, net	(639)	(302)
Equity in (earnings) loss from real estate and other affiliates	(9,951)	(14,383)
Loss on sale or disposal of real estate	6	0
Segment EBT	88,077	52,902
Operating Segments \| Operating Assets
Segments reporting
Total revenues	91,953	87,747
Total operating expenses	42,912	42,011
Segment operating income	49,041	45,736
Depreciation and amortization	27,108	23,360
Interest (expense) income, net	18,991	16,687
Other (income) loss, net	(35)	(93)
Equity in (earnings) loss from real estate and other affiliates	(2,709)	(2,583)
Segment EBT	5,686	8,365
Operating Segments \| Master Planned Communities
Segments reporting
Total revenues	50,896	55,765
Total operating expenses	28,514	36,368
Segment operating income	22,382	19,397
Depreciation and amortization	160	81
Interest (expense) income, net	(7,543)	(6,392)
Other (income) loss, net	5	0
Equity in (earnings) loss from real estate and other affiliates	(7,837)	(11,128)
Segment EBT	37,597	36,836
Operating Segments \| Seaport District
Segments reporting
Total revenues	7,030	3,511
Total operating expenses	14,433	3,535
Segment operating income	(7,403)	(24)
Depreciation and amortization	6,193	2,244
Interest (expense) income, net	1,532	(3,717)
Other (income) loss, net	86	0
Equity in (earnings) loss from real estate and other affiliates	632	0
Loss on sale or disposal of real estate	6	0
Segment EBT	(15,852)	1,449
Operating Segments \| Strategic Developments
Segments reporting
Total revenues	204,011	14,656
Total operating expenses	146,303	12,027
Segment operating income	57,708	2,629
Depreciation and amortization	1,056	1,065
Interest (expense) income, net	(3,262)	(3,807)
Other (income) loss, net	(695)	(209)
Equity in (earnings) loss from real estate and other affiliates	(37)	(672)
Segment EBT	60,646	6,252
Corporate expenses and other items
Segments reporting
Corporate expenses and other items	$ 56,152	$ 51,068
Tin Building [Member] \| Seaport District
Segments reporting
Area of real estate property (in sqft) \| ft²	53

SEGMENTS (Summary of Assets by Segment and Reconciliation of Segment Assets to Total Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Reconciliation of total segment assets to total assets
Assets	$ 7,416,007	$ 7,355,799
Operating Segments
Reconciliation of total segment assets to total assets
Assets	7,134,430	7,017,374
Operating Segments \| Operating Assets
Reconciliation of total segment assets to total assets
Assets	2,706,132	2,562,257
Operating Segments \| Master Planned Communities
Reconciliation of total segment assets to total assets
Assets	2,137,308	2,076,678
Operating Segments \| Seaport District
Reconciliation of total segment assets to total assets
Assets	876,179	839,522
Operating Segments \| Strategic Developments
Reconciliation of total segment assets to total assets
Assets	1,414,811	1,538,917
Corporate and other
Reconciliation of total segment assets to total assets
Assets	$ 281,577	$ 338,425

Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (69,732,000)
Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	(69,732,000)
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (69,732,000)