0001628280-20-015729 | 10-Q | XBRL Viewer

$ 164,002

$ 30,043

$ 4,817

$ 75,296

Other comprehensive income (loss):

Capitalized swap interest expense

^[1]

5,923

(6,207)

(24,558)

(25,259)

^[2]

(73)

Other comprehensive income (loss)

(577)

(764)

(1,835)

(2,055)

5,346

(6,971)

(26,393)

(27,387)

Comprehensive income (loss)

169,348

23,072

(21,576)

47,909

Comprehensive income (loss) attributable to noncontrolling interests

(24,292)

(285)

(24,325)

(240)

Comprehensive income (loss) attributable to common stockholders

$ 145,056

$ 22,787

$ (45,901)

$ 47,669

[1]	Amounts are shown net of deferred tax expense of $1.3 million for the three months ended September 30, 2020, and a deferred tax benefit of $1.7 million for the three months ended September 30, 2019. Amounts are shown net of deferred tax benefit of $5.6 million for the nine months ended September 30, 2020, and $7.0 million for the nine months ended September 30, 2019.
[2]	The deferred tax impact was zero for the three and nine months ended September 30, 2020, and the three months ended September 30, 2019, and not meaningful for the nine months ended September 30, 2019.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Comprehensive Income [Abstract]
Interest rate swaps, tax expense (benefit)	$ 1,349,000	$ (1,719,000)	$ (5,611,000)	$ (6,968,000)
Capitalized swap interest, tax	$ 0	$ 0	$ 0	$ 20,000

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

Total

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive (Loss) Income

Treasury Stock

Total Stockholders' Equity

Noncontrolling Interests

Cumulative Effect, Period of Adoption, Adjustment

Accumulated Deficit

Cumulative Effect, Period of Adoption, Adjustment

Total Stockholders' Equity

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)

75,296

75,056

240

(25,259)

^[1]

(25,259)

(2,055)

Deconsolidation of Associations of Unit Owners

(73)

^[2]

(73)

(2,538)

Contributions to real estate and other affiliates

84,889

241,304

Balance at the end of the period (in shares) at Sep. 30, 2019

11,670

$ 2

11,668

11,670

43,752,777

Balance at the end of the period at Sep. 30, 2019

3,380,056

$ 438

3,334,101

(45,285)

(35,513)

$ (62,190)

3,191,551

188,505

Balance at the end of the period (in shares) at Sep. 30, 2019

(519,849)

Balance at the beginning of the period (in shares) at Jun. 30, 2019

43,661,694

Balance at the beginning of the period at Jun. 30, 2019

3,351,767

$ 437

3,329,062

(75,043)

(28,542)

$ (62,190)

3,163,724

188,043

Balance at the beginning of the period (in shares) at Jun. 30, 2019

(519,849)

30,043

29,758

285

(6,207)

^[1]

(6,207)

(764)

Deconsolidation of Associations of Unit Owners

^[2]

177

91,083

Balance at the end of the period (in shares) at Sep. 30, 2019

5,040

$ 1

5,039

5,040

43,752,777

Balance at the end of the period at Sep. 30, 2019

3,380,056

$ 438

3,334,101

(45,285)

(35,513)

$ (62,190)

3,191,551

188,505

Balance at the end of the period (in shares) at Sep. 30, 2019

(519,849)

Balance at the beginning of the period (in shares) at Dec. 31, 2019

43,635,893

Balance at the beginning of the period at Dec. 31, 2019

3,332,988

$ 437

3,343,983

(46,385)

(29,372)

$ (120,530)

3,148,133

184,855

^[3]

$ (18)

Balance at the beginning of the period (in shares) at Dec. 31, 2019

(1,050,260)

Net income (loss), excluding $24,270 attributable to redeemable noncontrolling interest

(19,453)

(19,508)

^[3]

4,817

(24,558)

^[1]

(24,558)

Reclassification of redeemable noncontrolling interest to temporary equity

(1,835)

(6,091)

^[3]

Derecognition of 110 North Wacker

^[4]

(165,509)

12,934

12,935

(178,444)

^[3]

Common stock issued (in shares)

^[2]

12,270,900

Common stock issued

593,616

$ 123

593,493

593,616

68,090

2,875

Balance at the end of the period (in shares) at Sep. 30, 2020

4,522

$ 1

4,697

$ (176)

4,522

55,974,883

Balance at the end of the period at Sep. 30, 2020

3,713,662

$ 561

3,942,173

(65,910)

(42,831)

$ (120,706)

3,713,287

375

^[3]

Balance at the end of the period (in shares) at Sep. 30, 2020

(1,053,135)

Balance at the beginning of the period (in shares) at Jun. 30, 2020

55,981,559

Balance at the beginning of the period at Jun. 30, 2020

3,739,703

$ 561

3,941,516

(205,621)

(61,111)

$ (120,530)

3,554,815

184,888

^[3]

Balance at the beginning of the period (in shares) at Jun. 30, 2020

(1,050,260)

Net income (loss), excluding $24,270 attributable to redeemable noncontrolling interest

139,732

139,710

^[3]

164,002

5,923

^[1]

5,923

Reclassification of redeemable noncontrolling interest to temporary equity

(577)

(6,091)

^[3]

Derecognition of 110 North Wacker

(165,509)

^[4]

12,934

^[4]

12,935

^[4]

(178,444)

^[3],[4]

^[2]

Common stock issued

(6,676)

2,875

Balance at the end of the period (in shares) at Sep. 30, 2020

478

$ 0

654

$ (176)

478

55,974,883

Balance at the end of the period at Sep. 30, 2020

$ 3,713,662

$ 561

$ 3,942,173

$ (65,910)

$ (42,831)

$ (120,706)

$ 3,713,287

$ 375

^[3]

Balance at the end of the period (in shares) at Sep. 30, 2020

(1,053,135)

[1]	Amounts are shown net of deferred tax expense of $1.3 million for the three months ended September 30, 2020, and a deferred tax benefit of $1.7 million for the three months ended September 30, 2019. Amounts are shown net of deferred tax benefit of $5.6 million for the nine months ended September 30, 2020, and $7.0 million for the nine months ended September 30, 2019.
[2]	The deferred tax impact was zero for the three and nine months ended September 30, 2020, and the three months ended September 30, 2019, and not meaningful for the nine months ended September 30, 2019.
[3]	Excludes redeemable noncontrolling interest, which is reflected in temporary equity. See Note 3 - Real Estate and Other Affiliates
[4]	Related to deconsolidation of 110 North Wacker. Refer to Note 3 - Real Estate and Other Affiliates for additional information.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY UNAUDITED (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Statement of Stockholders' Equity [Abstract]
Interest rate swaps, tax expense (benefit)	$ 1,349,000	$ (1,719,000)	$ (5,611,000)	$ (6,968,000)
Net income (loss) attributable to redeemable noncontrolling interest	24,270,000		24,270,000
Capitalized swap interest, tax	$ 0	$ 0	$ 0	$ 20,000
Accounting standards update			us-gaap:AccountingStandardsUpdate201613Member		us-gaap:AccountingStandardsUpdate201613Member

Indicates amendment to accounting standards.

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 4,817	$ 75,296
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation	146,345	106,328
Amortization	14,082	7,584
Amortization of deferred financing costs	10,392	8,126
Amortization of intangibles other than in-place leases	510	618
Straight-line rent amortization	(10,277)	(4,833)
Deferred income taxes	1,186	23,191
Restricted stock and stock option amortization	4,000	9,902
Net gain on sales and acquisitions of properties	0	(24,201)
Net gain on sale of lease receivable	(38,124)	0
Proceeds from the sale of lease receivable	64,155	0
Loss on extinguishment of debt	9,604	0
Selling profit from sales-type leases	0	(13,537)
Impairment charges	60,762	0
Equity in (earnings) losses from real estate and other affiliates, net of distributions	(267,168)	(12,260)
Provision for doubtful accounts	16,835	3,698
Master Planned Communities land acquisitions	0	(752)
Master Planned Communities development expenditures	(160,217)	(180,733)
Master Planned Communities cost of sales	55,470	78,040
Condominium development expenditures	(175,536)	(165,520)
Condominium rights and unit cost of sales	99,314	365,324
Net changes:
Accounts and notes receivable	(17,514)	(2,544)
Prepaid expenses and other assets	(37,345)	(3,827)
Condominium deposits received	102,606	(93,530)
Deferred expenses	(20,716)	(29,613)
Accounts payable and accrued expenses	(32,979)	(9,561)
Cash (used in) provided by operating activities	(169,798)	137,196
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment expenditures	(830)	(5,395)
Operating property improvements	(28,490)	(44,083)
Property development and redevelopment	(379,219)	(492,279)
Acquisition of assets	0	(579)
Proceeds from sales of properties	0	9,460
Proceeds from (reimbursements under) Tax Increment Financings	4,887	3,224
Distributions from real estate and other affiliates	2,049	315
Investments in real estate and other affiliates, net	(2,919)	(6,469)
Cash used in investing activities	(404,522)	(535,806)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgages, notes and loans payable	1,324,360	638,686
Proceeds from issuance of common stock	593,617	0
Principal payments on mortgages, notes and loans payable	(861,975)	(196,081)
Special Improvement District bond funds released from (held in) escrow	4,562	1,777
Deferred financing costs and bond issuance costs, net	(16,399)	(14,468)
Taxes paid on stock options exercised and restricted stock vested	(844)	(987)
Stock options exercised	1,365	3,208
Issuance of noncontrolling interest	0
Contributions from noncontrolling interest		84,889
Cash provided by financing activities	1,044,686	517,024
Net change in cash, cash equivalents and restricted cash	470,366	118,414
Cash, cash equivalents and restricted cash at beginning of period	620,135	724,215
Cash, cash equivalents and restricted cash at end of period	1,090,501	842,629
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	154,448	137,967
Interest capitalized	53,699	55,110
Income taxes paid (refunded), net	312	(409)
NON-CASH TRANSACTIONS
Accrued property improvements, developments, and redevelopments	(88,867)	33,151
Special Improvement District bond transfers associated with land sales	3,090	88
Special Improvement District bonds held in third party escrow	22,750	0
Accrued interest on construction loan borrowing	9,743	4,627
Capitalized stock compensation	1,107	1,325
Initial recognition of ASC 842 Operating lease ROU asset	493	72,106
Initial recognition of ASC 842 Operating lease obligation	$ 493	$ 71,888

Basis of Presentation and Organization

9 Months Ended

Sep. 30, 2020

Basis of Presentation and Organization

1. Basis of Presentation and Organization

General 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, 2019, filed with the SEC on February 27, 2020 (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 and nine months ended September 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, and future fiscal years.

Certain amounts in the 2020 and 2019 results of operations have been reclassified to conform to the current presentation. Specifically, the Company reclassified minimum rents, tenant recoveries, and interest income from sales-type leases to Rental revenue; hospitality revenues, other land revenues, and other rental and property revenues to Other land, rental and property revenues; and master planned communities operations, and other property operating costs, rental property maintenance costs, and hospitality operating costs to Operating costs. In addition, certain labor costs previously presented in the Master Planned Communities (“MPC”) property operating costs were reclassified to corporate General and administrative expense.

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.

COVID-19 Pandemic In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. COVID-19 has since spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting a wide variety of control measures including states of emergency, mandatory quarantines, required business and school closures, implementing “shelter in place” orders and restricting travel.

The outbreak of COVID-19 has materially negatively impacted, and is expected to continue to materially negatively impact, the Company’s business, financial performance and condition, operating results and cash flows. The significance, extent and duration of such impact remains largely uncertain and dependent on future developments that cannot be accurately predicted. The future developments include, but are not limited to: (1) the continued severity, duration, transmission rate and geographic spread of COVID-19 in the United States and other regions in which the Company operates; (2) the extent and effectiveness of the containment measures taken and development of a vaccine; and (3) the response of the overall economy, the financial markets and the population, particularly in areas in which the Company operates, once the current containment measures are lifted. Material impacts to the Company are noted below.

Accounts Receivable, net Due to the impacts of COVID-19 on the collectability of the Company’s accounts receivable, the Company completed an analysis of its collections and determined an additional reserve was required related to its Retail accounts receivable. Upon assessment of its uncollectible Accounts receivable, net balances, the Company determined that a reserve for estimated losses under ASC 450 - Contingencies is required, in addition to the specific reserve required under ASC 842 - Leases, as the amount is probable and can be reasonably estimated. As a result, the Company recorded a specific reserve as contra revenue under ASC 842 of $9.7 million for the three months ended September 30, 2020, and $16.9 million for the nine months ended September 30, 2020. In addition the Company recorded an ASC 450 reserve of $1.7 million for the three months ended September 30, 2020, and $5.9 million for the nine months ended September 30, 2020, in the Provision for (recovery of) doubtful accounts on the Condensed Consolidated Statements of Operations.

Impairment of Long-lived Assets During the first quarter of 2020, in conjunction with the Company’s quarterly impairment assessment, the Company recorded a $48.7 million impairment charge for Outlet Collection at Riverwalk, due to decreases in estimated future cash flows resulting from the impact of a shorter than anticipated holding term due to management’s plans to divest the non-core operating asset and decreased demand and reduced interest in brick and mortar retail due to the impact of COVID-19, as well as an increase in the capitalization rate used to evaluate future cash flows due to the impact of COVID-19. See Note 5 - Impairment for additional information.

Business Closures In the first quarter of 2020, the Company experienced closures of its Seaport District retail and food and beverage assets as well as the three hotels in The Woodlands, and the Company temporarily laid off the majority of its staff in each impacted location.

The Company reopened The Woodlands Resort & Conference Center in May 2020, with 54% of rooms available for use at the end of the third quarter. The Embassy Suites at Hughes Landing reopened in June 2020, with 100% of rooms available for use. The Westin at The Woodlands reopened its primary restaurant, Sorriso, in April 2020, subject to local guidance, and reopened 100% of the guest rooms on July 1, 2020. Despite these reopenings, the Company continues to see significant declines in occupancy through the third quarter of 2020, compared to levels achieved prior to the impact of the pandemic.

Many of the Seaport District retail and food and beverage assets resumed operations in the third quarter of 2020, on a limited basis, including The Fulton, Cobble & Co. and Malibu Farm. The Company retained key personnel at these locations to facilitate the efficient start-up of operations as restrictions were lifted. The Seaport summer concert series was cancelled for the 2020 season and the Company is in the process of rescheduling for 2021. In August, in place of the concert series, a new concept at the Pier 17 rooftop was launched called The Greens, which allows groups of up to eight people to reserve their own 14-foot by 14-foot green space. The Greens generated high customer demand for the outdoor venue and helped to fulfill obligations under the Company’s sponsorship agreements, which would have been drastically reduced without the summer concert series.

Liquidity In direct response to the COVID-19 pandemic and the impacts on the Company’s four business segments, as well as the economy and capital markets in general, the Company initiated measures to increase its liquidity. During the nine months ended September 30, 2020, the Company completed a common stock offering and entered into new financings and extensions of existing loans. See Note 15 - Earnings Per Share and Note 7 - Mortgages, Notes and Loans Payable, Net.

Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The estimates and assumptions include, but are not limited to, capitalization of development costs, provision for income taxes, recoverable amounts of receivables, and deferred tax assets, initial valuations of tangible and intangible assets acquired and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs, debt and options granted. In particular, MPC cost of sales estimates are highly judgmental as they are sensitive to cost escalation, sales price escalation and lot absorption, which are subject to judgment and affected by expectations about future market or economic conditions. Actual results could differ from these and other estimates. It is reasonably possible these estimates will change in the near term due to the rapid development and fluidity of the events and circumstances resulting from the COVID-19 pandemic.

Noncontrolling interest As of September 30, 2020, Noncontrolling interests is related to the Ward Village Homeowners’ Associations (“HOAs”). All revenues and expenses related to the HOAs are attributable to noncontrolling interests and do not impact net income attributable to common stockholders. As of December 31, 2019, Noncontrolling interests is related to the HOAs, as well as noncontrolling interest in the 110 North Wacker venture. See Note 3 - Real Estate and Other Affiliates for details on the 110 North Wacker ownership structure.

Impact of New Accounting Standard Related to Financial Instruments - Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The standard modifies the impairment model for most financial assets, including trade accounts receivables and loans, and requires the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities are 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. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which amended the scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with the leases standard (Topic 842).

The Company adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized costs. Results for reporting periods beginning after January 1, 2020, are presented under ASU 2016-13 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $18 thousand as of January 1, 2020, for the cumulative effect of adopting ASU 2016-13.

See Note 2 - Accounting Policies and Pronouncements for further discussion of accounting policies impacted by the Company’s adoption of ASU 2016-13 and disclosures required by ASU 2016-13.

Corporate Restructuring During the quarter ended December 31, 2019, the Company initiated a plan to strategically realign and streamline certain aspects of its business, including selling approximately $2.0 billion of non-core assets, reducing overhead and relocating its corporate headquarters. In the third quarter of 2020, the Company consolidated its Dallas corporate headquarters with its largest regional office in The Woodlands. Charges of $34.3 million associated with retention and severance expenses were recorded in 2019, and $2.1 million was recorded in the nine months ended September 30, 2020. The Company expects to incur an additional $0.2 million to $0.7 million related to relocation, retention and severance expenses in the remainder of 2020. The restructuring costs are included in Corporate income, expenses and other items in Note 18 - Segments. The Company expects to conclude its restructuring activity, excluding the disposition of non-core assets, in 2020.

The following table summarizes the changes to the restructuring liability included in Accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets:



thousands	Restructuring costs
Balance at December 31, 2019	$	9,685
Charges (a)	2,058
Charges paid/settled	(11,015		)
Balance at September 30, 2020	$	728


(a)	Charges relate to relocation, retention and severance expenses and are included in General and administrative expense in the accompanying Condensed Consolidated Statements of Operations.

CEO Transition On September 17, 2020, Paul Layne retired as our Chief Executive Officer and simultaneously agreed to step down from the Company’s Board of Directors. David O’Reilly, our President and Chief Financial Officer, agreed to additionally serve as our interim Chief Executive Officer until a permanent Chief Executive Officer is appointed. The Company has commenced a search for a permanent Chief Executive Officer and will consider both internal and external candidates. Pursuant to a Separation and Release Agreement between Mr. Layne and the Company, the Company agreed to continue to pay Mr. Layne his base salary, and permit him to continue participating in Company benefit programs, through November 16, 2020, and to credit Mr. Layne through that date for purposes of calculating the prorated target bonus included in his severance package. In September 2020, the Company recognized $1.4 million in expense related to Mr. Layne’s salary and benefits through November 16, 2020, cash severance, restricted stock acceleration, prorated bonus, and forfeited options.

Accounting Policies and Pronouncements

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Accounting Policies and Pronouncements

2. Accounting Policies and Pronouncements

Recently Issued Accounting Standards The following is a summary of recently issued and other notable accounting pronouncements which relate to the Company’s business.

ASU 2020-04, Reference Rate Reform The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform when certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, for which an entity has applied certain optional expedients, that are retained through the end of the hedging relationship. The amendments in this Update are effective as of March 12, 2020, through December 31, 2022. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedge transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued.

ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The amendments in this Update simplify the accounting for income taxes by removing certain exceptions from ASC 740. Additionally, the amendments in this Update also simplify the accounting for income taxes by requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax, requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination, and other targeted changes. The effective date of the amendments is for fiscal years, and interim periods within those years, beginning after December 15, 2020. The Company is currently evaluating the impact that the adoption of ASU 2019-12 may have on its Condensed Consolidated Financial Statements.

ASU 2019-08, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) The amendments in this Update require that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The grant date is the date at which a grantor (supplier) and a grantee (customer) reach a mutual understanding of the key terms and conditions of the share-based payment award. The classification and subsequent measurement of the award are subject to the guidance in Topic 718 unless the share-based payment award is subsequently modified, and the grantee is no longer a customer. The effective date of the amendments is for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted ASU 2019-08 as of January 1, 2020, and it did not have a material effect on its Condensed Consolidated Financial Statements.

ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments The amendments in this update provide clarification on certain aspects of the amendments in ASU 2016-13, Financial Instruments—Credit Losses, ASU 2017-12, Derivatives and Hedging, and ASU 2016-01, Financial Instruments—Overall. The effective date of the standard is for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted ASU 2019-04 as of January 1, 2020. See further discussion regarding adoption of ASU 2016-13 for the impact of amendments to Financial Instruments-Credit Losses. The amendments to Derivatives and Hedging, and Financial Instruments-Overall did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

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 adopted ASU 2018-17 as of January 1, 2020, and it did not have a material effect on its Condensed Consolidated Financial Statements.

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 adopted ASU 2018-15 prospectively as of January 1, 2020. There was no material impact to the Company’s Condensed Consolidated Financial Statements upon adoption.

ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 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 adopted ASU 2018-13 as of January 1, 2020. The amended disclosure requirements did not have a material impact to the Company’s Condensed Consolidated Financial Statements upon adoption.

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 adopted ASU 2017-04 as of January 1, 2020, and will eliminate step two from its goodwill impairment tests. There was no material impact to the Condensed Consolidated Financial Statements upon adoption.

Financial Instruments - Credit Losses and Related Policy Updates The Company is exposed to credit losses through the sale of goods and services to the Company’s customers. Receivables held by the Company primarily relate to short-term trade receivables and financing receivables, which include Municipal Utility District (“MUD”) receivables, Special Improvement District (“SID”) bonds, tax increment financing (“TIF”) receivables, net investments in lease receivables, and notes receivable. The Company assesses its exposure to credit loss based on historical collection experience and future expectations by portfolio segment. Historical collection experience is evaluated on a quarterly basis by the Company.

The following table summarizes the amortized cost basis of financing receivables by receivable type as of September 30, 2020:



thousands	MUD Receivables		SID Receivables		TIF Receivables		Net Investments in Lease Receivable		Notes Receivable		Total
Ending balance as of September 30, 2020	$	331,451	$	60,198	$	1,980	$	2,946	$	52,312	$	448,887

Accrued interest of $17.7 million as of September 30, 2020, and $19.7 million as of September 30, 2019, are included within Municipal Utility District receivables on the Company’s Condensed Consolidated Balance Sheets.

The following table presents the activity in the allowance for credit losses for financing receivables by receivable type for the nine months ended September 30, 2020:



thousands	MUD Receivables		SID Receivables		TIF Receivables		Net Investments in Lease Receivable		Notes Receivable			Trade Accounts Receivable (a)
Beginning balance as of January 1, 2020	$	—	$	—	$	—	$	17	$	209		$	—
Current-period provision for expected credit losses	—		—		—		—		(32		)	109
Write-offs	—		—		—		—		(1		)	(44		)
Recoveries	—		—		—		—		—			—
Ending balance as of September 30, 2020	$	—	$	—	$	—	$	17	$	176		$	65


(a)	Trade accounts receivable are presented within accounts receivable, net on the consolidated balance sheet. Accounts receivable, net also includes receivables related to operating leases. Collectability and related allowance for amounts due under operating leases is assessed under the guidance of ASC 842. Reserves related to operating lease receivables are not included in the above table.

Financing receivables are considered to be past due once they are 30 days contractually past due under the terms of the agreement. The Company currently does not have significant financing receivables that are past due or on nonaccrual status.

There have been no significant write-offs or recoveries of amounts previously written-off during the current period for financing receivables.

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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Equity Method Investments and Joint Ventures [Abstract]

Real Estate and Other Affiliates

9 Months Ended

Sep. 30, 2020

Real Estate and Other Affiliates

3. Real Estate and Other Affiliates

As of September 30, 2020, the Company is not the primary beneficiary of any of the investments listed below as it does not have the power to direct the activities that most significantly impact the economic performance of the ventures. As a result, the Company reports its interests in accordance with the equity method. As of September 30, 2020, approximately $491.4 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 $252.5 million based upon economic ownership. All of this indebtedness is without recourse to the Company, with the exception of $100.6 million related to 110 North Wacker.

Equity investments in real estate and other affiliates are reported as follows:



	Economic/Legal Ownership				Carrying Value				Share of Earnings/Dividends
	September 30,		December 31,		September 30,		December 31,		Three Months Ended September 30,						Nine Months Ended September 30,
thousands except percentages	2020		2019		2020		2019		2020			2019			2020			2019
Equity Method Investments
Operating Assets:
110 North Wacker (a)	—	%	—	%	$	273,608	n/a		$	267,518		n/a			$	267,518		n/a
The Metropolitan Downtown Columbia (b)	50	%	50	%	—		—		215			172			637			478
Stewart Title of Montgomery County, TX	50	%	50	%	4,052		4,175		375			306			878			579
Woodlands Sarofim #1	20	%	20	%	3,091		2,985		32			38			96			89
m.flats/TEN.M	50	%	50	%	1,820		2,431		340			(75		)	496			(1,576		)
Master Planned Communities:
The Summit (c)	—	%	—	%	85,327		84,455		(1,563		)	4,523			4,403			18,859
Seaport District:
Mr. C Seaport	—	%	35	%	—		7,650		—			(545		)	(6,900		)	(1,628		)
Bar Wayō (Momofuku) (c)	—	%	—	%	6,963		7,469		(288		)	(160		)	(2,064		)	(160		)
Strategic Developments:
Circle T Ranch and Power Center	50	%	50	%	10,686		8,207		216			400			891			691
HHMK Development	50	%	50	%	10		10		—			—			—			—
KR Holdings	50	%	50	%	372		422		(7		)	(117		)	(44		)	(110		)
					385,929		117,804		266,838			4,542			265,911			17,222
Other equity investments (d)					3,953		3,953		—			—			3,724			3,625
Investments in real estate and other affiliates					$	389,882	$	121,757	$	266,838		$	4,542		$	269,635		$	20,847

(a)

During the third quarter of 2020, 110 North Wacker was completed and placed in service. This triggered a reconsideration event that resulted in the deconsolidation of 110 North Wacker and the recognition of the retained equity method investment at fair market value. The gain on deconsolidation was recorded in the Strategic Developments segment. The equity method investment was transferred from the Strategic Development segment to the Operating Asset segment. Refer to the discussion below for additional details.


(b)	The Metropolitan Downtown Columbia was in a deficit position of $4.5 million at September 30, 2020, and $4.7 million at December 31, 2019, due to distributions from operating cash flows in excess of basis. These deficit balances are presented in Accounts payable and accrued expenses at September 30, 2020, and December 31, 2019.


(c)	Refer to the discussion below for details on the ownership structure.


(d)	Other equity investments represent equity investments not accounted for under the equity method. The Company elected the measurement alternative as these investments do not have readily determinable fair values. There were no impairments, or upward or downward adjustments to the carrying amounts of these securities either during current year 2020, or cumulatively.

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

Mr. C Seaport As of December 31, 2019 and June 30, 2020, the Mr. C Seaport variable interest entity (“VIE”) did not have sufficient equity at risk to finance its operations without additional financial support and the carrying value of the Company’s investment was classified as Investments in real estate and other affiliates in the Condensed Consolidated Balance Sheets. During the three months ended June 30, 2020, the Company recognized a $6.0 million impairment of its equity investment in Mr. C Seaport. During the three months ended September 30, 2020, the Company completed the sale of its 35% equity investment in Mr. C Seaport. Refer to Note 4 - Recent Transactions and Note 5 - Impairment for additional information.

110 North Wacker The Company formed a partnership with a local developer (the “Partnership”) during the second quarter of 2017. During the second quarter of 2018, the Partnership executed an agreement with USAA related to 110 North Wacker

(collectively, the local developer and USAA are the “Partners”) to construct and operate the building at 110 North Wacker (the “Venture”).

The Partnership was determined to be a VIE, and as the Company has the power to direct the activities of the Partnership that most significantly impact its economic performance, the Company is considered the primary beneficiary and consolidates the Partnership. Additionally, the noncontrolling interest holder has the right to require the Company to purchase its interest in the Partnership if the Venture has not been sold or refinanced (with distributions made to the local developer and Company sufficient to repay all capital contributions), at the later of (1) the third anniversary of the issuance of the certificate of occupancy for the project or (2) the fifth anniversary of the effective date of the Partnership's LLC agreement. Therefore, the local developer’s redeemable noncontrolling interest in the Partnership is presented as temporary equity on the Condensed Consolidated Balance Sheets. As of September 30, 2020, the time restriction has not been met, and the Company believes it is not probable that the put will be redeemed. As such, the redeemable noncontrolling interest is measured at the initial carrying value plus net income (loss) attributable to the noncontrolling interest and is not adjusted to fair value. The following table presents changes in Redeemable noncontrolling interest:



thousands	Redeemable Noncontrolling Interest
Balance as of December 31, 2019		$	—
Reclassification of redeemable noncontrolling interest from permanent equity		6,091
Net income (loss) attributable to noncontrolling interest		24,270
Balance as of September 30, 2020		$	30,361

Upon execution of the Venture in the second quarter of 2018, the Company contributed land with a carrying value of $33.6 million and an agreed upon fair value of $85.0 million, the local developer contributed $5.0 million in cash and USAA contributed $64.0 million in cash. USAA was required to fund up to $105.6 million in addition to its initial contribution. HHC and the local developer also had additional cash funding requirements and contributed $9.8 million and $1.1 million, respectively, during 2018. The Company and its Partners entered into a construction loan agreement further described in Note 7 - Mortgages, Notes and Loans Payable, Net. Any further cash funding requirements by the Partnership were eliminated when the construction loan was increased on May 23, 2019. Concurrently with the increase in the construction loan, USAA agreed to fund an additional $8.8 million, for a total commitment of $178.4 million. No changes were made to the rights of either the Company or the Partners under the construction loan agreement.

The Company concluded that the Venture was within the scope of the VIE model, and that it was the primary beneficiary of the Venture during the development phase of the project because it had the power to direct activities that most significantly impact the Venture’s economic performance, however, upon the building’s completion, the Company expected to recognize the investment under the equity method. As the primary beneficiary of the VIE during the development phase, the Company has consolidated 110 North Wacker and its underlying entities since the second quarter of 2018. During the third quarter of 2020, 110 North Wacker was completed and placed in service, triggering a reconsideration event. Upon development completion, the Company concluded it is no longer the primary beneficiary and as such, should no longer consolidate the Venture. As there have been no changes to the structure and control of the Partnership with the local developer, the Company will continue to consolidate the Partnership.

As of September 30, 2020, the Company derecognized all assets, liabilities and noncontrolling interest related to the Venture that were previously consolidated and recognized an equity method investment of $273.6 million based on the fair value of its interest in 110 North Wacker. The Company recognized a gain of $267.5 million attributable to the initial fair value step-up at the time of deconsolidation, which is included in Equity in earnings (losses) from real estate and other affiliates on the Condensed Consolidated Statements of Operations and reported in the Strategic Developments segment for the three and nine months ended September 30, 2020. The Company utilized a third-party appraiser to measure the fair value of 110 North Wacker on an as-is basis at September 30, 2020, using the discounted cash flow approach and sales comparison approach, based on current market assumptions. Also as a result of the deconsolidation, the Company recognized an additional $15.4 million attributable to the recognition of previously eliminated development management fees, which is included in Other land, rental and property revenues on the Condensed Consolidated Statements of Operations and reported in the Strategic Developments segment for the three and nine months ended September 30, 2020. As 110 North Wacker has now been placed in service, the equity method investment was transferred from the Strategic Development segment to the Operating Asset segment.

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 will be recognized based on the Hypothetical Liquidation at Book Value (“HLBV”) method, which represents an economic interest of approximately 23% for the Company. Under this method, the Company will recognize 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 Partnership is entitled to cash distributions from the venture until it receives a 9.0% return on its capital account, calculated as the initial land contribution of $85.0 million and cash contribution of $5 million, plus subsequent cash contributions and less subsequent cash distributions. Subsequently, USAA is entitled to cash distributions equal to 11.11% of the amount distributed to the Partnership that resulted in a 9.0% return. Thereafter, the Partnership and USAA are entitled to distributions pari passu to their profit ownership interests of 90% and 10%, respectively.

As of December 31, 2019, when the Venture was a consolidated VIE, the carrying value of the assets associated with the operations of the Venture was $393.3 million and the carrying value of the related liabilities was $186.5 million. The assets of the Venture were restricted for use only by the Venture and were not available for the Company’s general operations.

Bar Wayō During the first quarter of 2016, the Company formed Pier 17 Restaurant C101, LLC (“Bar Wayō”) with MomoPier, LLC (“Momofuku”), an affiliate of the Momofuku restaurant group, to construct and operate a restaurant and bar at Pier 17 in the Seaport District. Under the terms of the agreement, the Company will fund 89.75% of the costs to construct the restaurant, and Momofuku will contribute the remaining 10.25%.

As of September 30, 2020, and December 31, 2019, Bar Wayō is classified as a VIE because the equity holders, as a group, lack the characteristics of a controlling financial interest. The carrying value of Bar Wayō as of September 30, 2020, is $7.0 million and is classified as Investments 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.

After each member receives a 10.0% preferred return on its capital contributions, available cash will be allocated 75.0% to the Company and 25.0% to Momofuku, until each member’s unreturned capital account has been reduced to zero. Any remaining cash will be distributed to the members in proportion to their respective percentage interests, or 50% each to the Company and Momofuku. Given the nature of Bar Wayo’s capital structure and the provisions for the liquidation of assets, the Company’s share of Bar Wayo’s income-producing activities is recognized based on the HLBV method.

The Summit During the first quarter of 2015, the Company formed DLV/HHPI Summerlin, LLC (“The Summit”) with Discovery Land Company (“Discovery”). The Company contributed land with a carrying value of $13.4 million and transferred SID bonds related to such land with a carrying value of $1.3 million to The Summit 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 their 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 Summit 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 until it has received two times its equity contribution. Any further cash distributions are shared equally. Given the nature of The Summit’s capital structure and the provisions for the liquidation of assets, the Company’s share of The Summit’s income-producing activities is recognized based on the HLBV method.

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



	September 30,		December 31,
thousands	2020		2019
Total Assets	$	274,835	$	221,277
Total Liabilities	187,375		136,314
Total Equity	87,460		84,963



	Three Months Ended September 30,					Nine Months Ended September 30,
thousands	2020			2019		2020		2019
Revenues (a)	$	37,350		$	25,931	$	96,022	$	84,118
Net income	(1,563		)	4,523		6,028		18,859
Gross Margin	245			5,587		10,501		22,334


(a)	The Summit adopted ASU 2014-09, Revenues from Contracts with Customers (Topic 606) effective in the fourth quarter of 2019, using the modified retrospective transition method. Therefore, for 2020, revenues allocated to each of The Summit’s

performance obligations is recognized over time based on an input measure of progress. The three and nine months ended September 30, 2019 amounts have not been adjusted and are recognized on a percentage of completion basis. The Summit’s adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements.

Recent Transactions

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Recent Transactions

4. Recent Transactions

On July 16, 2020, the Company completed the sale of its 35% equity investment in Mr. C Seaport, a 66-room boutique hotel located at 33 Peck Slip, New York, in close proximity to the Seaport District, for $0.8 million. Refer to Note 3 - Real Estate and Other Affiliates and Note 5 - Impairment for additional information.

On June 29, 2020, the Company entered into an agreement terminating a participation right contained in the contract for the sale of West Windsor, a 659-acre parcel of land located in West Windsor, New Jersey, that occurred in October 2019. As consideration, the Company received an $8.0 million termination payment in July of 2020, which is included in Gain (loss) on sale or disposal of real estate and other assets, net on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020, and in Accounts receivable on the Condensed Consolidated Balance Sheets as of September 30, 2020.

On March 13, 2020, the Company closed on the sale of its property at 100 Fellowship Drive, a 13.5-acre land parcel and 203,257-square-foot build-to-suit medical building with approximately 550 surface parking spaces in The Woodlands, Texas, for a total sales price of $115.0 million. The Company had previously entered into a lease agreement related to this property in November of 2019, and at lease commencement, the Company derecognized $63.7 million from Developments and recorded an initial net investment in lease receivable of $75.9 million on the Condensed Consolidated Balance Sheets, recognizing $13.5 million of Selling profit from the sales-type lease on the Condensed Consolidated Statements of Operations.

The sale of 100 Fellowship Drive resulted in an additional gain of $38.3 million in the first quarter of 2020, which is included in Gain (loss) on sale or disposal of real estate and other assets, net on the Condensed Consolidated Statements of Operations. The carrying value of the net investment in lease receivable was approximately $76.1 million at the time of sale. Gain on sale is calculated as the difference between the purchase price of $115.0 million, and the asset’s carrying value, less related transaction costs of approximately $0.2 million. Contemporaneous with the sale, the Company credited to the buyer approximately $0.6 million for operating account funds and the buyer’s assumption of the related liabilities. After the sale, the Company had no continuing involvement in this lease. After repayment of debt associated with the property, the sale generated approximately $64.2 million in net proceeds, which are presented as cash inflows from operating activities in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020.

Impairment

9 Months Ended

Sep. 30, 2020

Asset Impairment Charges [Abstract]

Impairment

5. Impairment

The Company reviews its long-lived assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. During the first quarter of 2020, the Company recorded a $48.7 million impairment charge for Outlet Collection at Riverwalk, a 273,270-square-foot urban upscale outlet center located along the Mississippi River in downtown New Orleans, LA. The Company recognized the impairment due to decreases in estimated future cash flows as a result of the impact of a shorter than anticipated holding term due to management’s plans to divest the non-core operating asset, decreased demand and reduced interest in brick and mortar retail due to the impact of COVID-19, as well as an increase in the capitalization rate used to evaluate future cash flows due to the impact of COVID-19. The $46.8 million net carrying value of Outlet Collection at Riverwalk, after the impairment, represents the estimated fair market value at March 31, 2020, at the time of the impairment assessment. The Company used a discounted cash flow analysis using a capitalization rate of 10% to determine fair value. There can be no assurance that the Company will ultimately recover this amount through a sale.

With respect to the Investments 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. During the three months ended June 30, 2020, the Company recorded a $6.0 million impairment of its equity investment in Mr. C Seaport, a 66-room boutique hotel located at 33 Peck Slip in close proximity to the Seaport District. The Company recognized the impairment due to a change in the anticipated holding period as the Company entered into a plan to sell its 35% equity investment in Mr. C Seaport to its venture partners for $0.8 million. In July 2020, the Company completed the sale of its interest in Mr. C Seaport. See Note 4 - Recent Transactions for additional details regarding the sale. The impairment loss is presented in Equity in earnings (losses) from real estate and other affiliates. Refer to Note 3 - Real Estate and Other Affiliates for additional information. No impairment charges were recorded for the Investments in real estate and other affiliates during the year ended December 31, 2019.

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.

In addition to the impairments discussed above, during 2020, the Company reduced the estimated net sales price of certain condominium units, including the remaining penthouse inventory, to better align the expected price with recent final sales prices, resulting in a loss of $6.0 million included in Condominium rights and unit cost of sales during the nine months ended September 30, 2020.

The following table summarizes the pre-tax impacts of the items mentioned above to the Condensed Consolidated Statements of Operations:



	Statements of Operations Line Item	Three Months Ended September 30,				Nine Months Ended September 30,
thousands	Statements of Operations Line Item	2020		2019		2020		2019
Operating Assets:
Outlet Collection at Riverwalk	Provision for impairment	$	—	$	—	$	48,738	$	—
Equity Investments:
Mr. C Seaport	Equity in (losses) earnings from real estate and other affiliates	$	—	$	—	$	6,000	$	—
Other Assets:
Condominium Inventory	Condominium rights and unit cost of sales	$	944	$	—	$	6,022	$	—

Other Assets and Liabilities

9 Months Ended

Sep. 30, 2020

OTHER ASSETS AND LIABILITIES

Other Assets and Liabilities

6. Other Assets and Liabilities

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



thousands	September 30, 2020		December 31, 2019		$ Change
Special Improvement District receivable (a)	$	60,198	$	42,996	$	17,202
Straight-line rent	59,354		56,223		3,131
Condominium inventory	57,481		56,421		1,060
Security, escrow, and other deposits (b)	48,975		17,464		31,511
In-place leases	50,434		54,471		(4,037		)
Intangibles	32,765		33,275		(510		)
Prepaid expenses (c)	24,029		13,263		10,766
Other	11,155		9,252		1,903
Tenant incentives and other receivables	10,000		7,556		2,444
Federal income tax receivable	2,389		655		1,734
TIF receivable	1,980		3,931		(1,951		)
Food and beverage and lifestyle inventory (d)	1,117		4,310		(3,193		)
Above-market tenant leases	367		556		(189		)
Prepaid expenses and other assets, net	$	360,244	$	300,373	$	59,871


(a)	The increase in Special Improvement District receivable is primarily attributable to a new SID Bond issuance in Summerlin.


(b)	The increase in Security, escrow, and other deposits is primarily attributable to rate-lock and security deposits for The Woodlands Towers at the Waterway.


(c)	The increase in Prepaid expenses is mainly due to the timing of insurance and property tax prepayments, as well as assets being placed into service.


(d)	The decrease in Food and beverage and lifestyle inventory is predominantly due to the write-off of inventory at 10 Corso Como Retail and Café in the first quarter of 2020.

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



thousands	September 30, 2020		December 31, 2019		$ Change
Condominium deposit liabilities (a)	$	297,400	$	194,794	$	102,606
Construction payables (b)	268,145		261,523		6,622
Deferred income	58,131		63,483		(5,352		)
Interest rate swap liabilities (c)	56,931		40,135		16,796
Accrued real estate taxes	40,797		27,559		13,238
Tenant and other deposits	29,883		24,080		5,803
Accrued payroll and other employee liabilities (d)	26,230		44,082		(17,852		)
Accounts payable and accrued expenses	26,540		37,480		(10,940		)
Accrued interest	13,204		23,838		(10,634		)
Other	12,948		16,173		(3,225		)
Accounts payable and accrued expenses	$	830,209	$	733,147	$	97,062


(a)	The increase in Condominium deposit liabilities is attributable to contracted sales at Victoria Place, Kô'ula, and ‘A‘ali‘i.

(b)

The increase in Construction payables is primarily attributable to a $97.9 million charge for repairs and remediation on certain alleged construction defects at the Waiea condominium tower (see Note 10 - Commitments and Contingencies for details), partially offset by a decrease of $39.3 million related to the deconsolidation of 110 North Wacker (see Note 3 - Real Estate and Other Affiliates for details), as well as a reduction in construction spend of $51.8 million primarily related to several projects approaching completion.


(c)	The increase in Interest rate swap liabilities is due to a decrease of the one-month London Interbank Offered Rate (“LIBOR”) forward curve for the periods presented, partially offset by a decrease of $15.2 million related to the deconsolidation of 110 North Wacker.

(d)

The decrease in Accrued payroll and other employee liabilities is primarily due to the payment of the 2019 annual incentive bonus payment in the first quarter of 2020, as well as the payment of relocation, retention and severance expenses in 2020, related to the corporate restructuring.

Mortgages, Notes and Loans Payable, Net

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Mortgages, Notes and Loans Payable, Net

7. Mortgages, Notes and Loans Payable, Net

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



	September 30,			December 31,
thousands	2020			2019
Fixed-rate debt:
Unsecured 5.375% Senior Notes due 2025	$	1,000,000		$	1,000,000
Unsecured 5.375% Senior Notes due 2028	750,000			—
Secured mortgages, notes and loans payable	594,920			884,935
Special Improvement District bonds	42,269			23,725
Variable-rate debt:
Mortgages, notes and loans payable (a)	1,866,406			2,229,958
Unamortized bond discounts	(4,583		)	(5,249		)
Unamortized deferred financing costs (b)	(29,678		)	(36,899		)
Total mortgages, notes and loans payable, net	$	4,219,334		$	4,096,470

(a)

As of September 30, 2020, $644.6 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. As of December 31, 2019, $630.1 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt and an additional $184.3 million of variable-rate debt was subject to interest rate collars. As of both September 30, 2020, and December 31, 2019, $75.0 million of variable-rate debt was capped at a maximum interest rate. See Note 9 - Derivative Instruments and Hedging Activities for additional information.


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

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 September 30, 2020, land, buildings and equipment and developments with a net book value of $4.5 billion have been pledged as collateral for HHC’s Mortgages, notes and loans payable, net.

During the second quarter of 2020, the COVID-19 pandemic necessitated temporary closure of some of the Company’s Operating Assets, primarily retail and hospitality properties. As a result of the decline in interim operating results for certain of these properties, as of June 30, 2020, the Company did not meet the debt service coverage ratio required to maintain the outstanding Senior Secured Credit Facility Revolver Loan balance of $61.3 million. The Company cured this failure with the repayment of the Revolver Loan in August 2020. As of September 30, 2020, the Company did not meet the debt service coverage ratio for the $615.0 million Term Loan portion of the Senior Secured Credit Facility and as a result, the excess net cash flow after debt service from the underlying properties became restricted. The restricted cash cannot be used for general corporate purposes but can continue to be used to fund operations of the underlying assets. The Company is negotiating an amendment with the lender. As of June 30, 2020, the Company did not meet the debt service coverage ratios for two loan agreements related to the Self-Storage Operating Assets. Both loans, which totaled $10.9 million, were fully repaid in August 2020. As of June 30, 2020, the Company did not meet a semi-annual operating covenant within the $62.5 million loan for The Woodlands Resort and Conference Center. The loan for The Woodlands Resort and Conference Center provides a partial repayment cure for the debt service coverage ratio test. Management is documenting a modification of the existing terms of the Woodlands Resort and Conference Center loan with the lender to receive a waiver of the $24.1 million repayment to cure.

As of September 30, 2020, apart from the Term Loan portion of the Senior Secured Credit Facility and the Woodlands Resort and Conference Center described above, the Company was in compliance with all remaining financial covenants included in the agreements governing its indebtedness.

The Summerlin MPC uses SID bonds to finance certain common infrastructure improvements. These bonds are issued by the municipalities and are secured by the assessments on the land. The majority of proceeds from each bond issued is held in a construction escrow and disbursed to the Company as infrastructure projects are completed, inspected by the municipalities and approved for reimbursement. Accordingly, the SID bonds have been classified as debt, and the Summerlin MPC pays the debt service on the bonds semi‑annually. As Summerlin sells land, the buyers assume a proportionate share of the bond obligation at closing, and the residential sales contracts provide for the reimbursement of the principal amounts that the Company previously paid with respect to such proportionate share of the bond. In the nine months ended September 30, 2020, one new SID bond was issued and obligations of $3.1 million were assumed by buyers.

Financing Activity During the Nine Months Ended September 30, 2020

The Company’s borrowing activity is summarized as follows:



thousands	Initial / Extended Maturity (a)	Interest Rate			Carrying Value
Balance at December 31, 2019					$	4,096,470
Issuances:
Senior Notes due 2028	August 2028	5.38	%	(c)	750,000
Special Improvement District bonds	October 2049	6.00	%	(d)	22,750
Borrowings:
Revolver Loan	September 2023	1.80	%	(b),(e)	67,500
9950 Woodloch Forest Drive	March 2025	2.10	%	(b),(f)	63,500
A'eo Retail	October 2025	2.80	%	(b),(g)	30,640
Ke Kilohana Retail	October 2025	2.80	%	(b),(g)	9,360
Draws on existing mortgages, notes and loans payable					476,604
Repayments:
Revolver Loan	September 2023	1.80	%	(b),(c)	(67,500		)
The Woodlands Towers at the Waterway	June 2020 / June 2021	2.50	%	(b),(f)	(63,500		)
Three Hughes Landing	September 2020	4.33	%	(b),(c)	(60,766		)
Two Merriweather	October 2020 / October 2021	4.23	%	(b),(c)	(30,557		)
100 Fellowship Drive	May 2022	3.23	%	(b),(h)	(49,978		)
HHC 242 Self-Storage	December 2021 / December 2022	4.33	%	(b),(c)	(5,499		)
HHC 2978 Self-Storage	December 2021 / December 2022	4.33	%	(b),(c)	(5,395		)
Downtown Summerlin	June 2023	3.88	%	(b),(c),(i)	(255,297		)
Lakefront North	December 2022 / December 2023	3.73	%	(b),(c)	(40,062		)
Seaport District	June 2024	6.10	%	(c)	(250,000		)
Bridgeland Credit Facility	October 2022 / October 2024	4.23	%	(b),(c)	(50,000		)
The Woodlands Master Credit Facility	October 2022 / October 2024	4.23	%	(b),(c)	(50,000		)
Two Summerlin	October 2022 / October 2025	4.25	%	(b),(c)	(32,803		)
Repayments on existing mortgages, notes and loans payable					(14,095		)
Other:
Special Improvement District bond assumptions	December 2020 / October 2049	5.00% - 6.00%			(3,090		)
Deconsolidation of 110 North Wacker	April 2022 / April 2024	4.73	%	(b),(j)	(326,835		)
Deferred financing costs, net					7,887
Balance at September 30, 2020					$	4,219,334

(a)

Maturity dates presented represent initial maturity dates and the extended or final maturity dates as contractually stated. HHC has the option to exercise extension periods at the initial maturity date, subject to extension terms that are based on current property performance projections. Extension terms may include minimum debt service coverage, minimum occupancy levels or condominium sales levels, as applicable and other performance criteria. In certain cases, due to property performance not meeting covenants, HHC may have to pay down a portion of the loan to obtain the extension.


(b)	The interest rate presented is based on the one-month LIBOR, three-month LIBOR or Prime rate, as applicable, which was 0.15%, 0.23% and 3.25%, respectively, at September 30, 2020. Interest rates associated with loans which have been paid off reflect the interest rate at December 31, 2019.

(c)

On August 18, 2020, the Company issued $750 million in senior notes due August 2028 (the “Senior Notes due 2028”), which will pay interest semi-annually at a rate of 5.375% per annum payable on August 1st and February 1st of each year, beginning on February 1, 2021. The Senior Notes due 2028 will be unsecured senior obligations of the Company and will be guaranteed by certain subsidiaries of the Company. The Company used the net proceeds from this issuance, together with cash on hand, for the repayment of existing indebtedness of approximately $807.9 million and recorded a loss on extinguishment of debt of approximately $13.2 million.


(d)	On July 9, 2020, a new SID bond was issued. The $22.8 million SID bears interest at 6.0% and matures October 2049.


(e)	On March 23, 2020, the Company drew $67.5 million on its Revolver Loan under the Senior Secured Credit Facility. As of September 30, 2020, the outstanding balance was zero.

(f)

On March 26, 2020, the Company closed on a partial refinance of the bridge loan for The Woodlands Towers at the Waterway and The Woodlands Warehouse for $137.0 million. In conjunction with the partial refinance, the original loan was paid down by $63.5 million and 9950 Woodloch Forest Drive tower was split into a new loan. The new loan bears interest at LIBOR plus 1.95% with a maturity date of March 26, 2025.


(g)	On September 30, 2020, the Company closed on a $40.0 million loan secured by Ae'o Retail and Ke Kilohana Retail. The loan bears interest at LIBOR, with a floor of 0.25%, plus 2.65% with a maturity date of October 1, 2025.


(h)	On March 13, 2020, the Company paid off the $50.0 million outstanding loan balance relating to 100 Fellowship Drive in conjunction with the sale of the property. The payment was made using the proceeds from the sale of the property.


(i)	On June 22, 2020, the Company modified the existing Downtown Summerlin loan, extending the financing by three years to June 22, 2023 at a rate of LIBOR plus 2.15% in exchange for a pay-down of $33.8 million to a total commitment of $221.5 million.


(j)	As of September 30, 2020, the Company derecognized a $326.8 million balance on 110 North Wacker’s variable-rate debt that was subject to interest rate collars. Refer to Note 3 - Real Estate and Other Affiliates for additional information.

Additional Debt Activity On January 7, 2020, the Company closed on a $43.4 million construction loan for the development of Creekside Park Apartments Phase II. The loan bears interest at LIBOR plus 1.75% with an initial maturity date of January 7, 2024, and a one-year extension option.

On March 5, 2020, the Company modified and extended the $61.2 million loan for Three Hughes Landing. The new $61.0 million loan bears interest at one-month LIBOR plus 2.60%, with a maturity of September 5, 2020, at which point the Company has the option to extend the Three Hughes Landing loan for an additional 12 months.

On March 27, 2020, the Company closed on a $356.8 million construction loan for the development of Kō'ula. The loan bears interest at LIBOR plus 3.00% with an initial maturity date of March 27, 2023, and a one-year extension option.

On May 20, 2020, the Company extended the remaining $280.3 million of the bridge loan for The Woodlands Towers at the Waterway and The Woodlands Warehouse for six months at LIBOR plus 2.35%, with an option for an additional six-month extension at LIBOR plus 2.90%, extending the final maturity to June 30, 2021.

Fair Value

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value

8. 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 the Company’s liabilities that are measured at fair value on a recurring basis:



	September 30, 2020											December 31, 2019
	Fair Value Measurements Using											Fair Value Measurements Using
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)
Interest rate derivative liabilities	$	56,931		$	—		$	56,931		$	—	$	40,135		$	—		$	40,135		$	—

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:



		September 30, 2020				December 31, 2019
thousands	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and Restricted cash	Level 1	$	1,090,501	$	1,090,501	$	620,135	$	620,135
Accounts receivable, net (a)	Level 3	10,087		10,087		12,279		12,279
Notes receivable, net (b)	Level 3	52,136		52,136		36,379		36,379

Liabilities:
Fixed-rate debt (c)	Level 2	2,387,189		2,395,405		1,908,660		1,949,773
Variable-rate debt (c)	Level 2	1,866,406		1,866,406		2,229,958		2,229,958


(a)	Accounts receivable, net is shown net of an allowance of $20.8 million at September 30, 2020, and $15.6 million at December 31, 2019.


(b)	Notes receivable, net is shown net of an allowance of $0.2 million at both September 30, 2020, and December 31, 2019.


(c)	Excludes related unamortized financing costs.

The carrying amounts of Cash and Restricted cash, Accounts receivable, net and Notes receivable, net approximate fair value because of the short‑term maturity of these instruments.

The fair value of the Company’s Senior Notes, included in fixed-rate debt in the table above, is based upon the trade price closest to the end of the period presented. The fair value of other fixed-rate debt in the table above 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. Please refer to Note 7 - Mortgages, Notes and Loans Payable, Net in the Company’s Condensed Consolidated Financial Statements. The discount rates reflect the Company’s judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity.

The carrying amounts for the Company’s variable-rate debt approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities.

The below table includes a non-financial asset that was measured at fair value on a non-recurring basis resulting in the property being impaired during the nine months ended September 30, 2020:



			Fair Value Measurements Using
thousands	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Operating Assets:
Outlet Collection at Riverwalk (a)	$	46,794	$	—	$	—	$	46,794

(a)

The fair value was measured as of the impairment date based on a discounted cash flow analysis using a capitalization rate of 10.0% and is shown net of transaction costs. Refer to Note 5 - Impairment for additional information.

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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

9 Months Ended

Sep. 30, 2020

Derivative Instruments and Hedging Activities

9. 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. The Company uses interest rate swaps, collars and caps to add stability to interest costs by reducing the Company’s exposure to interest rate movements. 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 cap is not currently designated as a hedge, and therefore, any gain or loss is recognized in current-period earnings. This derivative is 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. Derivatives accounted for as cash flow hedges are classified in the same category in the Condensed Consolidated Statements of Cash Flows as the items being hedged. Gains and losses from derivative financial instruments are reported in Cash (used in) provided by operating activities within the Condensed Consolidated Statements of Cash Flows.

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. There were no events of default as of September 30, 2020, and December 31, 2019.

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. As of September 30, 2020, there were no termination events, and as of December 31, 2019, there was one termination event, as discussed below. The Company recorded a $0.8 million reduction in Interest expense during the three months ended September 30, 2020, and a $2.4 million reduction in Interest expense during the nine months ended September 30, 2020, related to the amortization of terminated swaps.

The Company did not settle any derivatives during the nine months ended September 30, 2020. During the year ended December 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. The Company has deferred the effective portion of the fair value changes of two previously settled 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 over the next 7.3 and 1.0 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, the Company estimates that an additional $23.6 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	September 30,			December 31,
thousands		Balance Sheet Location	Amount		Rate (a)		Date	Date	2020			2019
Derivative instruments not designated as hedging instruments:
Interest rate cap	(b)	Prepaid expenses and other assets, net	$	230,000	2.50	%	12/22/2016	12/23/2019	$	—		$	—
Interest rate cap	(c)	Prepaid expenses and other assets, net	75,000		5.00	%	8/31/2020	10/17/2022	1			—
Total fair value derivative assets									$	1		$	—

Derivative instruments designated as hedging instruments:
Interest rate collar	(d) (e)	Accounts payable and accrued expenses	193,967		2.00% - 3.00%		5/1/2019	5/1/2020	—			(182		)
Interest rate collar	(d) (f)	Prepaid expenses and other assets, net	354,217		2.25% - 3.25%		5/1/2020	5/1/2021	—			(2,074		)
Interest rate collar	(d) (f)	Prepaid expenses and other assets, net	381,404		2.75% - 3.50%		5/1/2021	4/30/2022	—			(4,578		)
Interest rate swap	(g)	Accounts payable and accrued expenses	615,000		2.96	%	9/21/2018	9/18/2023	(50,918		)	(31,187		)
Interest rate swap	(h)	Accounts payable and accrued expenses	1,810		4.89	%	11/1/2019	1/1/2032	(6,013		)	(2,114		)
Total fair value derivative liabilities									$	(56,931	)	$	(40,135	)
Total fair value derivatives, net									$	(56,930	)	$	(40,135	)


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


(b)	The Company settled this Interest rate cap on February 1, 2019. Interest income of $0.2 million is included in the Condensed Consolidated Statements of Operations for the year ended December 31, 2019, related to this contract.


(c)	In the third quarter of 2020, the Company executed an agreement to extend the maturing position of this cap. Interest income included in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020, and the year ended December 31, 2019, related to this contract was not meaningful.


(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)	On May 1, 2020, the $194.0 million interest rate collar matured as scheduled.


(f)	As of September 30, 2020, the Company deconsolidated 110 North Wacker including the associated liabilities related to its interest rate collars. Refer to Note 3 - Real Estate and Other Affiliates for additional information.


(g)	Concurrent with the funding of the $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.


(h)	Concurrent with the closing of the $35.5 million construction loan for 8770 New Trails on June 27, 2019, 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 and nine months ended September 30, 2020, and 2019:



thousands	Amount of Loss Recognized in AOCI on Derivative
Derivatives in Cash Flow Hedging Relationships	Three Months Ended September 30,					Nine Months Ended September 30,
Derivatives in Cash Flow Hedging Relationships	2020		2019			2020			2019
Interest rate derivatives	$	1,802	$	(6,406	)	$	(32,999	)	$	(25,238	)



thousands	Amount of (Loss) Gain Reclassified from AOCI into Operations
Location of (Loss) Gain Reclassified from AOCI into Operations	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Interest expense	$	(4,121	)	$	(199	)	$	(8,441	)	$	21



	Total Interest Expense Presented in the Results of Operations
thousands	in which the Effects of Cash Flow Hedges are Recorded
Interest Expense Presented in Results of Operations	Three Months Ended September 30,				Nine Months Ended September 30,
Interest Expense Presented in Results of Operations	2020		2019		2020		2019
Interest expense	$	31,872	$	28,829	$	98,717	$	76,358

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.

The fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk, related to these agreements was $60.3 million as of September 30, 2020, and $41.6 million as of December 31, 2019. As of September 30, 2020, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at September 30, 2020, it could have been required to settle its obligations under the agreements at their termination value of $60.3 million.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. 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.

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, including 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.

The Company entered into a settlement agreement with the Waiea homeowners association related to certain construction defects at the tower. Pursuant to the settlement agreement, the Company will pay for the repair of the defects. The Company believes that the general contractor is ultimately responsible for the defects and expects to recover all the repair costs from the general contractor, other responsible parties and insurance proceeds. During the first quarter of 2020, the Company recorded a $97.9 million charge for the estimated repair costs related to this matter, which was included in Condominium rights and unit cost of sales in the accompanying Condensed Consolidated Statements of Operations. As of September 30, 2020, the Company has recorded a total of $114.5 million in Construction payables for the estimated repair costs related to this matter, which is included in Accounts payable and accrued expenses in the accompanying Condensed Consolidated Balance Sheet.

The Company purchased its 250 Water Street property in the Seaport District in June 2018. The site is currently used as a parking lot while the Company evaluates redevelopment plans. Prior to the purchase, a Phase I Environmental Site Assessment (“ESA”) was prepared for the property, and the ESA identified, among other findings, the existence of mercury levels above regulatory criteria. The Company entered the site into the New York State Brownfield Cleanup Program to facilitate site investigation and subsequent remediation. The site is currently in the investigation phase of the program. The normal operations of the parking lot do not require the property to be remediated, and it is unlikely that the site will require any remedial measures until site redevelopment occurs. The Company has not started any redevelopment activities as of September 30, 2020. As a result, the potential remediation has no financial impact as of September 30, 2020, and for the three and nine months ended September 30, 2020.

As of September 30, 2020, the Company had outstanding letters of credit totaling $11.5 million and surety bonds totaling $275.3 million. As of December 31, 2019, the Company had outstanding letters of credit totaling $15.4 million and surety bonds totaling $200.1 million. These letters of credit and surety 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, which are recorded in Operating lease right-of-use assets, net and Operating lease obligations on the Condensed Consolidated Balance Sheets. See Note 17 - Leases for further discussion. Contractual rental expense, including participation rent, was $2.0 million for the three months ended September 30, 2020, and $5.3 million for the nine months ended September 30, 2020, compared to $2.5 million for the three months ended September 30, 2019, and $6.7 million for the nine months ended September 30, 2019. The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount was not significant.

Guarantee Agreements 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, the Company executed a completion guarantee for the redevelopment of Pier 17 and the Tin Building. The Company satisfied its completion guarantee for Pier 17 in the second quarter of 2019. The completion guaranty for the Tin Building is for the core and shell construction, which is nearing completion.

The Company’s wholly owned subsidiaries agreed to complete defined public improvements and to indemnify Howard County, Maryland, for certain matters as part of the Downtown Columbia Redevelopment District TIF bonds. The Company guaranteed the performance of its subsidiaries under the funding agreement for up to a maximum of $1.0 million until October 31, 2020. Furthermore, 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. Management has concluded that as of September 30, 2020, any obligations to pay special taxes are not probable.

As part of the Company’s development permits with the Hawai’i Community Development Authority for the condominium towers at Ward Village, the Company entered into a guarantee whereby it is required to reserve 20% of the residential units for local residents who meet certain maximum income and net worth requirements. This guarantee, which is triggered once the necessary permits are granted and construction commences, was satisfied for the Company’s three condominium towers, Waiea, Anaha, Ae‘o, with the opening of the Company’s fourth tower, Ke Kilohana, which is a workforce tower fully earmarked to fulfill this obligation. For the two towers under construction, the reserved units for the ‘A‘ali‘i tower are included in the tower, and the units for Kō'ula will either be built off site or fulfilled by paying a cash-in-lieu fee. As a result of this guarantee, the Company expects that future reserved housing towers will be delivered on a break-even basis.

The Company evaluates the likelihood of future performance under these guarantees and did not record an obligation as of September 30, 2020, and December 31, 2019.

Stock-Based Plans

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Stock-Based Plans

11. Stock-Based Plans

On May 14, 2020, the Company adopted The Howard Hughes Corporation 2020 Equity Incentive Plan (the “2020 Equity Plan”). Pursuant to the 2020 Equity Plan, 1,350,000 shares of the Company’s common stock were reserved for issuance. The 2020 Equity Plan provides for grants of options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards (collectively, the Awards). Employees, directors and consultants of the Company are eligible for Awards.

Prior to the adoption of the 2020 Equity Plan, equity awards were issued under The Howard Hughes Corporation 2010 Equity Incentive Plan (the “2010 Equity Plan”). The 2010 Equity Plan is described and informational disclosures are provided in the Notes to Consolidated Financial Statements included in the Annual Report. The adoption of the 2020 Equity Plan did not impact the administration of Awards issued under the 2010 Equity Plan but following adoption of the 2020 Equity Plan, equity awards will no longer be granted under the 2010 Equity Plan.

Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2020:



	Stock Options		Weighted-average Exercise Price
Stock Options outstanding at December 31, 2019	721,496		$	104.55
Granted	3,000		75.82
Exercised	(57,058	)	67.24
Forfeited	(245,100	)	122.31
Expired	(23,688	)	100.24
Stock Options outstanding at September 30, 2020	398,650		$	99.02

Compensation costs related to stock options were in a credit position of $1.5 million for the three months ended September 30, 2020. Compensation costs related to stock options were in a credit position of $2.1 million for the nine months ended September 30, 2020, of which $0.2 million were capitalized to development projects. These credit positions were due to significant forfeitures which exceeded the expense. Compensation costs related to stock options were $0.7 million for the three months ended September 30, 2019, of which zero was capitalized to development projects, and $2.2 million for the nine months ended September 30, 2019, of which $0.4 million was capitalized to development projects.

Restricted Stock The following table summarizes restricted stock activity for the nine months ended September 30, 2020:



	Restricted Stock		Weighted-average Grant Date Fair Value
Restricted stock outstanding at December 31, 2019	406,802		$	76.27
Granted	97,775		74.93
Vested	(22,039	)	107.75
Forfeited	(54,366	)	96.90
Restricted stock outstanding at September 30, 2020	428,172		$	71.61

Compensation costs related to restricted stock awards were $2.2 million for the three months ended September 30, 2020, of which $0.2 million was capitalized to development projects, and $5.9 million for the nine months ended September 30, 2020, of which $0.9 million was capitalized to development projects. Compensation costs related to restricted stock awards were $3.0 million for the three months ended September 30, 2019, of which $0.3 million was capitalized to development projects, and $7.7 million for the nine months ended September 30, 2019, of which $0.9 million was capitalized to development projects. The total number of restricted stock outstanding set forth above reflects any restricted stock subject to performance-based vesting at the target level.

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of its annual current and deferred effective tax rates, adjusted for discrete items. The effective tax rate, based upon actual operating results, was 21.2% for the three months ended September 30, 2020, and 39.9% for the nine months ended September 30, 2020, compared to 22.5% for the three months ended September 30, 2019, and 24.3% for the nine months ended September 30, 2019.

The Company’s effective tax rate is typically impacted by non-deductible executive compensation and other permanent differences as well as state income taxes, which cause the Company’s effective tax rate to deviate from the federal statutory rate. In addition, the effective tax rate for three and nine months ended September 30, 2020, was impacted by the gain on the deconsolidation of 110 North Wacker (refer to Note 3 - Real Estate and Other Affiliates for additional details), a tax expense related to the recapture of federal and state historic preservation credits due to the sale of our interest in Mr. C Seaport (refer to Note 4 - Recent Transactions for additional details) and a valuation allowance on our carryover for charitable contributions.

Stockholders' Equity Note [Abstract]

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Warrants

9 Months Ended

Sep. 30, 2020

Other Liabilities [Abstract]

Warrants

13. Warrants

On October 7, 2016, the Company entered into a warrant agreement with David R. O’Reilly, (the “O’Reilly Warrant”) prior to his appointment to the position of Chief Financial Officer. 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 price of $50.0 million and $2.0 million, respectively. The Weinreb Warrant would have become exercisable on June 15, 2022, at an exercise price of $124.64 per share, and the Herlitz Warrant would have become exercisable on October 3, 2022, at an exercise price of $117.01 per share, subject in each case to earlier exercise upon certain change in control, separation and termination provisions (but such warrants became exercisable in connection with Mr. Weinreb’s and Mr. Herlitz’s terminations of employment, as described below). 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 September 30, 2020, and December 31, 2019.

On October 21, 2019, Mr. Weinreb and Mr. Herlitz stepped down from their roles as Chief Executive Officer and President of the Company, respectively. The Company and each of Mr. Weinreb and Mr. Herlitz have agreed to treat their terminations of employment as terminations without “cause” under their respective employment and warrant agreements with the Company. Thus, effective October 21, 2019, the Weinreb Warrant and Herlitz Warrant became exercisable by the terms of their respective warrant agreements in connection with their respective terminations of employment.

Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2020

Accumulated Other Comprehensive Loss

14. Accumulated Other Comprehensive Loss

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



thousands
Balance as of June 30, 2020	$	(61,111	)
Other comprehensive income (loss) before reclassifications	1,802
(Gain) loss reclassified from accumulated other comprehensive loss to net income	4,121
Terminated swap amortization	(577		)
Derecognition of interest rate swap	12,934
Net current-period other comprehensive income	18,280
Balance as of September 30, 2020	$	(42,831	)

Balance as of June 30, 2019	$	(28,542	)
Other comprehensive income (loss) before reclassifications	(6,406		)
(Gain) loss reclassified from accumulated other comprehensive loss to net income	199
Terminated swap amortization	(764		)
Net current-period other comprehensive loss	(6,971		)
Balance as of September 30, 2019	$	(35,513	)



thousands
Balance as of December 31, 2019	$	(29,372	)
Other comprehensive income (loss) before reclassifications	(32,999		)
(Gain) loss reclassified from accumulated other comprehensive loss to net income	8,441
Terminated swap amortization	(1,835		)
Derecognition of interest rate swap	12,934
Net current-period other comprehensive loss	(13,459		)
Balance as of September 30, 2020	$	(42,831	)

Balance as of December 31, 2018	$	(8,126	)
Other comprehensive income (loss) before reclassifications	(25,311		)
(Gain) loss reclassified from accumulated other comprehensive loss to net income	(21		)
Terminated swap amortization	(2,055		)
Net current-period other comprehensive loss	(27,387		)
Balance as of September 30, 2019	$	(35,513	)

The following table summarizes the amounts reclassified out of AOCI:



thousands	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) Components	Three Months Ended September 30,						Nine Months Ended September 30,						Affected line items in the Statements of Operations
Accumulated Other Comprehensive Income (Loss) Components	2020			2019			2020			2019			Affected line items in the Statements of Operations
(Gains) losses on cash flow hedges	$	5,216		$	252		$	10,685		$	(26	)	Interest expense
Income taxes on (gains) losses on cash flow hedges	(1,095		)	(53		)	(2,244		)	5			Provision for income taxes
Total reclassifications of (income) loss, net of tax for the period	$	4,121		$	199		$	8,441		$	(21	)

Earnings Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Earnings Per Share

15. 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 non-vested 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.

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



	Three Months Ended September 30,						Nine Months Ended September 30,
thousands except per share amounts	2020			2019			2020			2019
Net income (loss)
Net income (loss)	$	164,002		$	30,043		$	4,817		$	75,296
Net (income) loss attributable to noncontrolling interests	(24,292		)	(285		)	(24,325		)	(240		)
Net income (loss) attributable to common stockholders	$	139,710		$	29,758		$	(19,508	)	$	75,056

Shares
Weighted-average common shares outstanding - basic	55,542			43,134			51,493			43,118
Restricted stock and stock options	43			208			—			171
Warrants	—			86			—			86
Weighted-average common shares outstanding - diluted	55,585			43,428			51,493			43,375

Net income (loss) per common share
Basic income (loss) per share	$	2.52		$	0.69		$	(0.38	)	$	1.74
Diluted income (loss) per share	$	2.51		$	0.69		$	(0.38	)	$	1.73

The diluted EPS computation excludes 391,875 shares of stock awards for the three months ended September 30, 2020, and excludes 266,422 shares of stock awards for the nine months ended September 30, 2020, because their effect is anti-dilutive. In addition, for both periods, 252,037 shares of restricted stock were excluded because performance conditions provided for in the restricted stock awards have not been satisfied.

The diluted EPS computation excludes 351,908 shares of stock options for the three months ended September 30, 2019, and excludes 418,808 shares of stock options for the nine months ended September 30, 2019, because their effect is anti-dilutive. In addition, for both periods, 277,212 shares of restricted stock were excluded because performance conditions provided for in the restricted stock awards have not been satisfied.

Common Stock Offering On March 27, 2020, the Company offered 2,000,000 shares of common stock to the public at $50.00 per share and granted the underwriters an option to purchase up to an additional 300,000 shares of common stock at the same price. The underwriters exercised most of their option and purchased an additional 270,900 shares. Concurrently, the Company entered into a share purchase agreement with a related party, Pershing Square Capital Management, L.P., acting as investment advisor to funds that it manages, to issue and sell 10,000,000 shares of common stock in a private

placement at $50.00 per share. The total issuance of 12,270,900 shares closed on March 31, 2020, and the Company received $593.7 million in net proceeds. The Company used the net proceeds for general corporate purposes including strengthening the Company’s balance sheet and enhancing liquidity.

Revenues

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Revenues

16. Revenues

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 September 30,				Nine Months Ended September 30,
thousands	2020		2019		2020		2019
Revenues
From contracts with customers
Recognized at a point in time:
Condominium rights and unit sales	$	142	$	9,999	$	185	$	443,931
Master Planned Communities land sales	39,248		77,368		136,053		177,001
Builder price participation	9,230		9,660		25,936		24,224
Total revenue from contracts with customers	48,620		97,027		162,174		645,156

Recognized at a point in time and/or over time:
Other land, rental and property revenues	35,748		63,801		82,092		165,054
Total other income	35,748		63,801		82,092		165,054

Rental and lease-related revenues
Rental revenue	70,072		70,344		241,522		206,168
Total revenues	$	154,440	$	231,172	$	485,788	$	1,016,378

Revenues by segment
Operating Assets revenues	$	81,667	$	104,223	$	280,201	$	305,395
Master Planned Communities revenues	52,158		92,287		171,517		216,042
Seaport District revenues	4,204		23,130		16,170		43,051
Strategic Developments revenues	16,365		11,515		17,749		451,873
Corporate revenues	46		17		151		17
Total revenues	$	154,440	$	231,172	$	485,788	$	1,016,378

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.

There were no contract assets for the period. The contract liabilities primarily relate to escrowed condominium deposits, MPC land sales deposits and deferred MPC land sales related to unsatisfied land improvements. The beginning and ending balances of contract liabilities and significant activity during the period are as follows:



thousands	Contract Liabilities
Balance as of December 31, 2019		$	246,010
Consideration earned during the period		(38,960		)
Consideration received during the period		138,291
Balance as of September 30, 2020		$	345,341

Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations as of September 30, 2020, represent a measure of the total dollar value of work to be performed on contracts executed and in progress. These performance obligations primarily relate to the completion of condominium construction and transfer of control to a buyer, as well as the completion of contracted MPC land sales and related land improvements. These obligations are associated with contracts that generally are noncancelable 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 September 30, 2020, is $1.7 billion. The Company expects to recognize this amount as revenue over the following periods:



thousands	Less than 1 year			1-2 years		3 years and thereafter
Total remaining unsatisfied performance obligations		$	220,354	$	437,371		$	1,081,751

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.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 12
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Leases

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Leases

17. Leases

Leases (Topic 842) increases transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities 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, net and Operating lease obligations on the Condensed Consolidated Balance Sheets. Right-of-use assets represent the Company’s 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 the Company’s leases do not provide an implicit rate, the Company 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 September 30, 2020.

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 53 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:



thousands	September 30, 2020
Assets
Operating lease right-of-use assets		$	67,322
Riverwalk impairment		(10,235		)
Total leased assets		$	57,087

Liabilities
Operating lease liabilities		$	69,246
Total leased liabilities		$	69,246

The components of lease expense are as follows:



thousands	Three Months Ended			Nine Months Ended
Lease cost	September 30, 2020			September 30, 2020
Operating lease cost		$	2,181		$	6,539
Variable lease costs		382			672
Net lease cost		$	2,563		$	7,211

Future minimum lease payments as of September 30, 2020, are as follows:



	Operating
thousands	Leases
2020 (excluding the nine months ended September 30, 2020)	$	1,339
2021	7,184
2022	6,507
2023	6,464
2024	6,432
Thereafter	266,852
Total lease payments	294,778
Less: imputed interest	(225,532		)
Present value of lease liabilities	$	69,246

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



thousands	Nine Months Ended
Supplemental Condensed Consolidated Statements of Cash Flows Information	September 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows on operating leases		$	5,566



Other Information	September 30, 2020
Weighted-average remaining lease term (years)
Operating leases	37.1
Weighted-average discount rate
Operating leases	7.8	%

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 September 30, 2020, are as follows:



	Three Months Ended			Nine Months Ended
thousands	September 30, 2020			September 30, 2020
Total minimum rent payments		$	51,104		$	164,317

Total future minimum rents associated with operating leases are as follows as of September 30, 2020:



	Total
thousands	Minimum Rent
Remainder of 2020	$	56,261
2021	230,029
2022	243,260
2023	233,321
2024	228,531
Thereafter	1,459,096
Total	$	2,450,498

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.

A sales-type lease is defined as a lease that meets one or more of the following: transfers ownership at the end of the lease term, grants the lessee an option to purchase that is reasonably expected to be exercised, covers the major part of the asset’s economic life, the net present value of the lease payments equals or exceeds the fair value of the asset, or the asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease. During the nine months ended September 30, 2020, the Company sold 100 Fellowship Drive, one of its sales-type leases. The Net investment in lease receivable, interest income and future minimum rents for the remaining sales-type lease are not significant.

Segments

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Segments

18. 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 453,000 square feet of restaurant, retail and entertainment properties situated in three primary locations in New York, New York: Pier 17, Seaport District 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.

Segment operating results are as follows:



thousands	Operating Assets Segment (a)			MPC Segment			Seaport Segment			Strategic Developments Segment			Total
Three Months Ended September 30, 2020
Total revenues	$	81,667		$	52,158		$	4,204		$	16,365		$	154,394
Total operating expenses	(47,590		)	(23,059		)	(11,522		)	(9,922		)	(92,093		)
Segment operating income (loss)	34,077			29,099			(7,318		)	6,443			62,301
Depreciation and amortization	(41,395		)	(91		)	(7,174		)	(1,643		)	(50,303		)
Interest expense, net	(21,045		)	9,176			(2,811		)	1,921			(12,759		)
Other income (loss), net	(17		)	—			1,590			134			1,707
Equity in earnings (losses) from real estate and other affiliates	962			(1,563		)	(288		)	267,727			266,838
Gain (loss) on sale or disposal of real estate, net	108			—			—			—			108
Gain (loss) on extinguishment of debt	(1,521		)	—			(11,645		)	—			(13,166		)
Segment EBT	$	(28,831	)	$	36,621		$	(27,646	)	$	274,582		$	254,726
Corporate income, expenses and other items													(90,724		)
Net income (loss)													164,002
Net (income) loss attributable to noncontrolling interests													(24,292		)
Net income (loss) attributable to common stockholders													$	139,710

Three Months Ended September 30, 2019
Total revenues	$	104,223		$	92,287		$	23,130		$	11,515		$	231,155
Total operating expenses	(47,950		)	(43,697		)	(27,330		)	(11,327		)	(130,304		)
Segment operating income (loss)	56,273			48,590			(4,200		)	188			100,851
Depreciation and amortization	(28,844		)	(88		)	(6,767		)	(2,070		)	(37,769		)
Interest expense, net	(21,645		)	8,550			(4,984		)	3,002			(15,077		)
Other income (loss), net	63			534			—			354			951
Equity in earnings (losses) from real estate and other affiliates	441			4,523			(705		)	283			4,542
Gain (loss) on sale or disposal of real estate, net	—			—			—			24,201			24,201
Selling profit from sales-type leases	13,537												13,537
Segment EBT	$	19,825		$	62,109		$	(16,656	)	$	25,958		$	91,236
Corporate income, expenses and other items													(61,193		)
Net income (loss)													30,043
Net (income) loss attributable to noncontrolling interests													(285		)
Net income (loss) attributable to common stockholders													$	29,758


(a)	Total revenues includes hospitality revenues of $8.1 million for the three months ended September 30, 2020, and $20.0 million for the three months ended September 30, 2019. Total operating expenses includes hospitality operating costs of $7.6 million for the three months ended September 30, 2020, and $14.1 million for the three months ended September 30, 2019.



thousands	Operating Assets Segment (a)			MPC Segment			Seaport Segment			Strategic Developments Segment			Total
Nine Months Ended September 30, 2020
Total revenues	$	280,201		$	171,517		$	16,170		$	17,749		$	485,637
Total operating expenses	(142,052		)	(78,751		)	(34,297		)	(126,738		)	(381,838		)
Segment operating income (loss)	138,149			92,766			(18,127		)	(108,989		)	103,799
Depreciation and amortization	(115,479		)	(273		)	(34,825		)	(5,054		)	(155,631		)
Interest expense, net	(70,341		)	26,033			(12,490		)	4,909			(51,889		)
Other income (loss), net	150			—			(2,187		)	1,427			(610		)
Equity in earnings (losses) from real estate and other affiliates	5,831			4,403			(8,964		)	268,365			269,635
Gain (loss) on sale or disposal of real estate, net	38,232			—			—			8,000			46,232
Gain (loss) on extinguishment of debt	(1,521		)	—			(11,645		)	—			(13,166		)
Provision for impairment	(48,738		)	—			—			—			(48,738		)
Segment EBT	$	(53,717	)	$	122,929		$	(88,238	)	$	168,658		$	149,632
Corporate income, expenses and other items													(144,815		)
Net income (loss)													4,817
Net (income) loss attributable to noncontrolling interests													(24,325		)
Net income (loss) attributable to common stockholders													$	(19,508	)

Nine Months Ended September 30, 2019
Total revenues	$	305,395		$	216,042		$	43,051		$	451,873		$	1,016,361
Total operating expenses	(139,589		)	(109,676		)	(59,735		)	(382,341		)	(691,341		)
Segment operating income (loss)	165,806			106,366			(16,684		)	69,532			325,020
Depreciation and amortization	(84,890		)	(334		)	(19,713		)	(4,386		)	(109,323		)
Interest expense, net	(60,695		)	24,376			(8,440		)	9,499			(35,260		)
Other income (loss), net	1,186			601			(147		)	664			2,304
Equity in earnings (losses) from real estate and other affiliates	3,195			18,859			(1,788		)	581			20,847
Gain (loss) on sale or disposal of real estate, net	—			—			(6		)	24,057			24,051
Selling profit from sales-type leases	13,537			—			—			—			13,537
Segment EBT	$	38,139		$	149,868		$	(46,778	)	$	99,947		$	241,176
Corporate income, expenses and other items													(165,880		)
Net income (loss)													75,296
Net (income) loss attributable to noncontrolling interests													(240		)
Net income (loss) attributable to common stockholders													$	75,056


(a)	Total revenues includes hospitality revenues of $27.9 million for the nine months ended September 30, 2020, and $68.5 million for the nine months ended September 30, 2019. Total operating expenses includes hospitality operating costs of $24.8 million for the nine months ended September 30, 2020, and $46.3 million for the nine months ended September 30, 2019.

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:



	September 30,		December 31,
thousands	2020		2019
Operating Assets	$	3,911,853	$	3,476,718
Master Planned Communities	2,310,333		2,166,472
Seaport District	912,191		930,067
Strategic Developments	1,164,749		1,540,161
Total segment assets	8,299,126		8,113,418
Corporate	742,119		300,348
Total assets	$	9,041,245	$	8,413,766

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accounting Policies and Pronouncements (Policies)	9 Months Ended
Accounting Policies and Pronouncements (Policies)	Sep. 30, 2020
Accounting Policies [Abstract]
Recently Issued Accounting Standards	Recently Issued Accounting Standards The following is a summary of recently issued and other notable accounting pronouncements which relate to the Company’s business. ASU 2020-04, Reference Rate Reform The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform when certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, for which an entity has applied certain optional expedients, that are retained through the end of the hedging relationship. The amendments in this Update are effective as of March 12, 2020, through December 31, 2022. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedge transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The amendments in this Update simplify the accounting for income taxes by removing certain exceptions from ASC 740. Additionally, the amendments in this Update also simplify the accounting for income taxes by requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax, requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination, and other targeted changes. The effective date of the amendments is for fiscal years, and interim periods within those years, beginning after December 15, 2020. The Company is currently evaluating the impact that the adoption of ASU 2019-12 may have on its Condensed Consolidated Financial Statements. ASU 2019-08, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) The amendments in this Update require that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The grant date is the date at which a grantor (supplier) and a grantee (customer) reach a mutual understanding of the key terms and conditions of the share-based payment award. The classification and subsequent measurement of the award are subject to the guidance in Topic 718 unless the share-based payment award is subsequently modified, and the grantee is no longer a customer. The effective date of the amendments is for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted ASU 2019-08 as of January 1, 2020, and it did not have a material effect on its Condensed Consolidated Financial Statements. ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments The amendments in this update provide clarification on certain aspects of the amendments in ASU 2016-13, Financial Instruments—Credit Losses, ASU 2017-12, Derivatives and Hedging, and ASU 2016-01, Financial Instruments—Overall. The effective date of the standard is for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted ASU 2019-04 as of January 1, 2020. See further discussion regarding adoption of ASU 2016-13 for the impact of amendments to Financial Instruments-Credit Losses. The amendments to Derivatives and Hedging, and Financial Instruments-Overall did not have a material effect on the Company’s Condensed Consolidated Financial Statements. 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 adopted ASU 2018-17 as of January 1, 2020, and it did not have a material effect on its Condensed Consolidated Financial Statements. 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 adopted ASU 2018-15 prospectively as of January 1, 2020. There was no material impact to the Company’s Condensed Consolidated Financial Statements upon adoption. ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 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 adopted ASU 2018-13 as of January 1, 2020. The amended disclosure requirements did not have a material impact to the Company’s Condensed Consolidated Financial Statements upon adoption. 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 adopted ASU 2017-04 as of January 1, 2020, and will eliminate step two from its goodwill impairment tests. There was no material impact to the Condensed Consolidated Financial Statements upon adoption.
Financial Instruments - Credit Losses and Related Policy Updates	Financial Instruments - Credit Losses and Related Policy Updates The Company is exposed to credit losses through the sale of goods and services to the Company’s customers. Receivables held by the Company primarily relate to short-term trade receivables and financing receivables, which include Municipal Utility District (“MUD”) receivables, Special Improvement District (“SID”) bonds, tax increment financing (“TIF”) receivables, net investments in lease receivables, and notes receivable. The Company assesses its exposure to credit loss based on historical collection experience and future expectations by portfolio segment. Historical collection experience is evaluated on a quarterly basis by the Company.

Basis of Presentation and Organization (Tables)

9 Months Ended

Sep. 30, 2020

Restructuring and related costs

The following table summarizes the changes to the restructuring liability included in Accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets:



thousands	Restructuring costs
Balance at December 31, 2019	$	9,685
Charges (a)	2,058
Charges paid/settled	(11,015		)
Balance at September 30, 2020	$	728


(a)	Charges relate to relocation, retention and severance expenses and are included in General and administrative expense in the accompanying Condensed Consolidated Statements of Operations.

Accounting Policies and Pronouncements (Tables)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Amortized cost basis on financing receivables

The following table summarizes the amortized cost basis of financing receivables by receivable type as of September 30, 2020:



thousands	MUD Receivables		SID Receivables		TIF Receivables		Net Investments in Lease Receivable		Notes Receivable		Total
Ending balance as of September 30, 2020	$	331,451	$	60,198	$	1,980	$	2,946	$	52,312	$	448,887

Allowance for credit losses on financing receivables

The following table presents the activity in the allowance for credit losses for financing receivables by receivable type for the nine months ended September 30, 2020:



thousands	MUD Receivables		SID Receivables		TIF Receivables		Net Investments in Lease Receivable		Notes Receivable			Trade Accounts Receivable (a)
Beginning balance as of January 1, 2020	$	—	$	—	$	—	$	17	$	209		$	—
Current-period provision for expected credit losses	—		—		—		—		(32		)	109
Write-offs	—		—		—		—		(1		)	(44		)
Recoveries	—		—		—		—		—			—
Ending balance as of September 30, 2020	$	—	$	—	$	—	$	17	$	176		$	65

(a)

Trade accounts receivable are presented within accounts receivable, net on the consolidated balance sheet. Accounts receivable, net also includes receivables related to operating leases. Collectability and related allowance for amounts due under operating leases is assessed under the guidance of ASC 842. Reserves related to operating lease receivables are not included in the above table.

Real Estate and Other Affiliates (Tables)

9 Months Ended

Sep. 30, 2020

Equity Method Investments and Joint Ventures [Abstract]

Summary of investments in real estate and other affiliates

Equity investments in real estate and other affiliates are reported as follows:



	Economic/Legal Ownership				Carrying Value				Share of Earnings/Dividends
	September 30,		December 31,		September 30,		December 31,		Three Months Ended September 30,						Nine Months Ended September 30,
thousands except percentages	2020		2019		2020		2019		2020			2019			2020			2019
Equity Method Investments
Operating Assets:
110 North Wacker (a)	—	%	—	%	$	273,608	n/a		$	267,518		n/a			$	267,518		n/a
The Metropolitan Downtown Columbia (b)	50	%	50	%	—		—		215			172			637			478
Stewart Title of Montgomery County, TX	50	%	50	%	4,052		4,175		375			306			878			579
Woodlands Sarofim #1	20	%	20	%	3,091		2,985		32			38			96			89
m.flats/TEN.M	50	%	50	%	1,820		2,431		340			(75		)	496			(1,576		)
Master Planned Communities:
The Summit (c)	—	%	—	%	85,327		84,455		(1,563		)	4,523			4,403			18,859
Seaport District:
Mr. C Seaport	—	%	35	%	—		7,650		—			(545		)	(6,900		)	(1,628		)
Bar Wayō (Momofuku) (c)	—	%	—	%	6,963		7,469		(288		)	(160		)	(2,064		)	(160		)
Strategic Developments:
Circle T Ranch and Power Center	50	%	50	%	10,686		8,207		216			400			891			691
HHMK Development	50	%	50	%	10		10		—			—			—			—
KR Holdings	50	%	50	%	372		422		(7		)	(117		)	(44		)	(110		)
					385,929		117,804		266,838			4,542			265,911			17,222
Other equity investments (d)					3,953		3,953		—			—			3,724			3,625
Investments in real estate and other affiliates					$	389,882	$	121,757	$	266,838		$	4,542		$	269,635		$	20,847

(a)


(b)	The Metropolitan Downtown Columbia was in a deficit position of $4.5 million at September 30, 2020, and $4.7 million at December 31, 2019, due to distributions from operating cash flows in excess of basis. These deficit balances are presented in Accounts payable and accrued expenses at September 30, 2020, and December 31, 2019.


(c)	Refer to the discussion below for details on the ownership structure.


(d)	Other equity investments represent equity investments not accounted for under the equity method. The Company elected the measurement alternative as these investments do not have readily determinable fair values. There were no impairments, or upward or downward adjustments to the carrying amounts of these securities either during current year 2020, or cumulatively.

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



	September 30,		December 31,
thousands	2020		2019
Total Assets	$	274,835	$	221,277
Total Liabilities	187,375		136,314
Total Equity	87,460		84,963



	Three Months Ended September 30,					Nine Months Ended September 30,
thousands	2020			2019		2020		2019
Revenues (a)	$	37,350		$	25,931	$	96,022	$	84,118
Net income	(1,563		)	4,523		6,028		18,859
Gross Margin	245			5,587		10,501		22,334


(a)	The Summit adopted ASU 2014-09, Revenues from Contracts with Customers (Topic 606) effective in the fourth quarter of 2019, using the modified retrospective transition method. Therefore, for 2020, revenues allocated to each of The Summit’s

Changes in redeemable noncontrolling interest

The following table presents changes in Redeemable noncontrolling interest:



thousands	Redeemable Noncontrolling Interest
Balance as of December 31, 2019		$	—
Reclassification of redeemable noncontrolling interest from permanent equity		6,091
Net income (loss) attributable to noncontrolling interest		24,270
Balance as of September 30, 2020		$	30,361

Impairment (Tables)

9 Months Ended

Sep. 30, 2020

Asset Impairment Charges [Abstract]

Asset impairment charges

The following table summarizes the pre-tax impacts of the items mentioned above to the Condensed Consolidated Statements of Operations:



	Statements of Operations Line Item	Three Months Ended September 30,				Nine Months Ended September 30,
thousands	Statements of Operations Line Item	2020		2019		2020		2019
Operating Assets:
Outlet Collection at Riverwalk	Provision for impairment	$	—	$	—	$	48,738	$	—
Equity Investments:
Mr. C Seaport	Equity in (losses) earnings from real estate and other affiliates	$	—	$	—	$	6,000	$	—
Other Assets:
Condominium Inventory	Condominium rights and unit cost of sales	$	944	$	—	$	6,022	$	—

Other Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

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:



thousands	September 30, 2020		December 31, 2019		$ Change
Special Improvement District receivable (a)	$	60,198	$	42,996	$	17,202
Straight-line rent	59,354		56,223		3,131
Condominium inventory	57,481		56,421		1,060
Security, escrow, and other deposits (b)	48,975		17,464		31,511
In-place leases	50,434		54,471		(4,037		)
Intangibles	32,765		33,275		(510		)
Prepaid expenses (c)	24,029		13,263		10,766
Other	11,155		9,252		1,903
Tenant incentives and other receivables	10,000		7,556		2,444
Federal income tax receivable	2,389		655		1,734
TIF receivable	1,980		3,931		(1,951		)
Food and beverage and lifestyle inventory (d)	1,117		4,310		(3,193		)
Above-market tenant leases	367		556		(189		)
Prepaid expenses and other assets, net	$	360,244	$	300,373	$	59,871


(a)	The increase in Special Improvement District receivable is primarily attributable to a new SID Bond issuance in Summerlin.


(b)	The increase in Security, escrow, and other deposits is primarily attributable to rate-lock and security deposits for The Woodlands Towers at the Waterway.


(c)	The increase in Prepaid expenses is mainly due to the timing of insurance and property tax prepayments, as well as assets being placed into service.

(d)

The decrease in Food and beverage and lifestyle inventory is predominantly due to the write-off of inventory at 10 Corso Como Retail and Café in the first quarter of 2020.

Summary of the significant components of accounts payable and accrued expenses

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



thousands	September 30, 2020		December 31, 2019		$ Change
Condominium deposit liabilities (a)	$	297,400	$	194,794	$	102,606
Construction payables (b)	268,145		261,523		6,622
Deferred income	58,131		63,483		(5,352		)
Interest rate swap liabilities (c)	56,931		40,135		16,796
Accrued real estate taxes	40,797		27,559		13,238
Tenant and other deposits	29,883		24,080		5,803
Accrued payroll and other employee liabilities (d)	26,230		44,082		(17,852		)
Accounts payable and accrued expenses	26,540		37,480		(10,940		)
Accrued interest	13,204		23,838		(10,634		)
Other	12,948		16,173		(3,225		)
Accounts payable and accrued expenses	$	830,209	$	733,147	$	97,062


(a)	The increase in Condominium deposit liabilities is attributable to contracted sales at Victoria Place, Kô'ula, and ‘A‘ali‘i.

(b)


(c)	The increase in Interest rate swap liabilities is due to a decrease of the one-month London Interbank Offered Rate (“LIBOR”) forward curve for the periods presented, partially offset by a decrease of $15.2 million related to the deconsolidation of 110 North Wacker.

(d)

Mortgages, Notes and Loans Payable, Net (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Summary and activity for mortgages, notes and loans payable

The Company’s borrowing activity is summarized as follows:



thousands	Initial / Extended Maturity (a)	Interest Rate			Carrying Value
Balance at December 31, 2019					$	4,096,470
Issuances:
Senior Notes due 2028	August 2028	5.38	%	(c)	750,000
Special Improvement District bonds	October 2049	6.00	%	(d)	22,750
Borrowings:
Revolver Loan	September 2023	1.80	%	(b),(e)	67,500
9950 Woodloch Forest Drive	March 2025	2.10	%	(b),(f)	63,500
A'eo Retail	October 2025	2.80	%	(b),(g)	30,640
Ke Kilohana Retail	October 2025	2.80	%	(b),(g)	9,360
Draws on existing mortgages, notes and loans payable					476,604
Repayments:
Revolver Loan	September 2023	1.80	%	(b),(c)	(67,500		)
The Woodlands Towers at the Waterway	June 2020 / June 2021	2.50	%	(b),(f)	(63,500		)
Three Hughes Landing	September 2020	4.33	%	(b),(c)	(60,766		)
Two Merriweather	October 2020 / October 2021	4.23	%	(b),(c)	(30,557		)
100 Fellowship Drive	May 2022	3.23	%	(b),(h)	(49,978		)
HHC 242 Self-Storage	December 2021 / December 2022	4.33	%	(b),(c)	(5,499		)
HHC 2978 Self-Storage	December 2021 / December 2022	4.33	%	(b),(c)	(5,395		)
Downtown Summerlin	June 2023	3.88	%	(b),(c),(i)	(255,297		)
Lakefront North	December 2022 / December 2023	3.73	%	(b),(c)	(40,062		)
Seaport District	June 2024	6.10	%	(c)	(250,000		)
Bridgeland Credit Facility	October 2022 / October 2024	4.23	%	(b),(c)	(50,000		)
The Woodlands Master Credit Facility	October 2022 / October 2024	4.23	%	(b),(c)	(50,000		)
Two Summerlin	October 2022 / October 2025	4.25	%	(b),(c)	(32,803		)
Repayments on existing mortgages, notes and loans payable					(14,095		)
Other:
Special Improvement District bond assumptions	December 2020 / October 2049	5.00% - 6.00%			(3,090		)
Deconsolidation of 110 North Wacker	April 2022 / April 2024	4.73	%	(b),(j)	(326,835		)
Deferred financing costs, net					7,887
Balance at September 30, 2020					$	4,219,334

(a)


(b)	The interest rate presented is based on the one-month LIBOR, three-month LIBOR or Prime rate, as applicable, which was 0.15%, 0.23% and 3.25%, respectively, at September 30, 2020. Interest rates associated with loans which have been paid off reflect the interest rate at December 31, 2019.

(c)


(d)	On July 9, 2020, a new SID bond was issued. The $22.8 million SID bears interest at 6.0% and matures October 2049.


(e)	On March 23, 2020, the Company drew $67.5 million on its Revolver Loan under the Senior Secured Credit Facility. As of September 30, 2020, the outstanding balance was zero.

(f)


(g)	On September 30, 2020, the Company closed on a $40.0 million loan secured by Ae'o Retail and Ke Kilohana Retail. The loan bears interest at LIBOR, with a floor of 0.25%, plus 2.65% with a maturity date of October 1, 2025.


(h)	On March 13, 2020, the Company paid off the $50.0 million outstanding loan balance relating to 100 Fellowship Drive in conjunction with the sale of the property. The payment was made using the proceeds from the sale of the property.


(i)	On June 22, 2020, the Company modified the existing Downtown Summerlin loan, extending the financing by three years to June 22, 2023 at a rate of LIBOR plus 2.15% in exchange for a pay-down of $33.8 million to a total commitment of $221.5 million.

(j)

As of September 30, 2020, the Company derecognized a $326.8 million balance on 110 North Wacker’s variable-rate debt that was subject to interest rate collars. Refer to Note 3 - Real Estate and Other Affiliates for additional information.

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



	September 30,			December 31,
thousands	2020			2019
Fixed-rate debt:
Unsecured 5.375% Senior Notes due 2025	$	1,000,000		$	1,000,000
Unsecured 5.375% Senior Notes due 2028	750,000			—
Secured mortgages, notes and loans payable	594,920			884,935
Special Improvement District bonds	42,269			23,725
Variable-rate debt:
Mortgages, notes and loans payable (a)	1,866,406			2,229,958
Unamortized bond discounts	(4,583		)	(5,249		)
Unamortized deferred financing costs (b)	(29,678		)	(36,899		)
Total mortgages, notes and loans payable, net	$	4,219,334		$	4,096,470

(a)

(b)

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

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.

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Summary of assets and liabilities measured at fair value on a recurring basis

Fair Value (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

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



	September 30, 2020											December 31, 2019
	Fair Value Measurements Using											Fair Value Measurements Using
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)
Interest rate derivative liabilities	$	56,931		$	—		$	56,931		$	—	$	40,135		$	—		$	40,135		$	—

Summary of assets and liabilities not measured at fair value on a 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:



		September 30, 2020				December 31, 2019
thousands	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and Restricted cash	Level 1	$	1,090,501	$	1,090,501	$	620,135	$	620,135
Accounts receivable, net (a)	Level 3	10,087		10,087		12,279		12,279
Notes receivable, net (b)	Level 3	52,136		52,136		36,379		36,379

Liabilities:
Fixed-rate debt (c)	Level 2	2,387,189		2,395,405		1,908,660		1,949,773
Variable-rate debt (c)	Level 2	1,866,406		1,866,406		2,229,958		2,229,958


(a)	Accounts receivable, net is shown net of an allowance of $20.8 million at September 30, 2020, and $15.6 million at December 31, 2019.


(b)	Notes receivable, net is shown net of an allowance of $0.2 million at both September 30, 2020, and December 31, 2019.


(c)	Excludes related unamortized financing costs.

Summary of non-financial asset measured at fair value on a non-recurring basis

The below table includes a non-financial asset that was measured at fair value on a non-recurring basis resulting in the property being impaired during the nine months ended September 30, 2020:



			Fair Value Measurements Using
thousands	Total Fair Value Measurement		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Operating Assets:
Outlet Collection at Riverwalk (a)	$	46,794	$	—	$	—	$	46,794

(a)

Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of the notional and fair value of derivative financial instruments

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



					Fixed				Fair Value Asset (Liability)
			Notional		Interest		Effective	Maturity	September 30,			December 31,
thousands		Balance Sheet Location	Amount		Rate (a)		Date	Date	2020			2019
Derivative instruments not designated as hedging instruments:
Interest rate cap	(b)	Prepaid expenses and other assets, net	$	230,000	2.50	%	12/22/2016	12/23/2019	$	—		$	—
Interest rate cap	(c)	Prepaid expenses and other assets, net	75,000		5.00	%	8/31/2020	10/17/2022	1			—
Total fair value derivative assets									$	1		$	—

Derivative instruments designated as hedging instruments:
Interest rate collar	(d) (e)	Accounts payable and accrued expenses	193,967		2.00% - 3.00%		5/1/2019	5/1/2020	—			(182		)
Interest rate collar	(d) (f)	Prepaid expenses and other assets, net	354,217		2.25% - 3.25%		5/1/2020	5/1/2021	—			(2,074		)
Interest rate collar	(d) (f)	Prepaid expenses and other assets, net	381,404		2.75% - 3.50%		5/1/2021	4/30/2022	—			(4,578		)
Interest rate swap	(g)	Accounts payable and accrued expenses	615,000		2.96	%	9/21/2018	9/18/2023	(50,918		)	(31,187		)
Interest rate swap	(h)	Accounts payable and accrued expenses	1,810		4.89	%	11/1/2019	1/1/2032	(6,013		)	(2,114		)
Total fair value derivative liabilities									$	(56,931	)	$	(40,135	)
Total fair value derivatives, net									$	(56,930	)	$	(40,135	)


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


(b)	The Company settled this Interest rate cap on February 1, 2019. Interest income of $0.2 million is included in the Condensed Consolidated Statements of Operations for the year ended December 31, 2019, related to this contract.


(c)	In the third quarter of 2020, the Company executed an agreement to extend the maturing position of this cap. Interest income included in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020, and the year ended December 31, 2019, related to this contract was not meaningful.


(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)	On May 1, 2020, the $194.0 million interest rate collar matured as scheduled.


(f)	As of September 30, 2020, the Company deconsolidated 110 North Wacker including the associated liabilities related to its interest rate collars. Refer to Note 3 - Real Estate and Other Affiliates for additional information.


(g)	Concurrent with the funding of the $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.


(h)	Concurrent with the closing of the $35.5 million construction loan for 8770 New Trails on June 27, 2019, the Company entered into this interest rate swap which is designated as a cash flow hedge.

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



thousands	Amount of Loss Recognized in AOCI on Derivative
Derivatives in Cash Flow Hedging Relationships	Three Months Ended September 30,					Nine Months Ended September 30,
Derivatives in Cash Flow Hedging Relationships	2020		2019			2020			2019
Interest rate derivatives	$	1,802	$	(6,406	)	$	(32,999	)	$	(25,238	)



thousands	Amount of (Loss) Gain Reclassified from AOCI into Operations
Location of (Loss) Gain Reclassified from AOCI into Operations	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Interest expense	$	(4,121	)	$	(199	)	$	(8,441	)	$	21



	Total Interest Expense Presented in the Results of Operations
thousands	in which the Effects of Cash Flow Hedges are Recorded
Interest Expense Presented in Results of Operations	Three Months Ended September 30,				Nine Months Ended September 30,
Interest Expense Presented in Results of Operations	2020		2019		2020		2019
Interest expense	$	31,872	$	28,829	$	98,717	$	76,358

Stock-Based Plans (Tables)

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Summary of stock option plan activity

The following table summarizes stock option activity for the nine months ended September 30, 2020:



	Stock Options		Weighted-average Exercise Price
Stock Options outstanding at December 31, 2019	721,496		$	104.55
Granted	3,000		75.82
Exercised	(57,058	)	67.24
Forfeited	(245,100	)	122.31
Expired	(23,688	)	100.24
Stock Options outstanding at September 30, 2020	398,650		$	99.02

Summary of restricted stock activity

The following table summarizes restricted stock activity for the nine months ended September 30, 2020:



	Restricted Stock		Weighted-average Grant Date Fair Value
Restricted stock outstanding at December 31, 2019	406,802		$	76.27
Granted	97,775		74.93
Vested	(22,039	)	107.75
Forfeited	(54,366	)	96.90
Restricted stock outstanding at September 30, 2020	428,172		$	71.61

Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2020

Stockholders' Equity Note [Abstract]

Summary of AOCI

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



thousands
Balance as of June 30, 2020	$	(61,111	)
Other comprehensive income (loss) before reclassifications	1,802
(Gain) loss reclassified from accumulated other comprehensive loss to net income	4,121
Terminated swap amortization	(577		)
Derecognition of interest rate swap	12,934
Net current-period other comprehensive income	18,280
Balance as of September 30, 2020	$	(42,831	)

Balance as of June 30, 2019	$	(28,542	)
Other comprehensive income (loss) before reclassifications	(6,406		)
(Gain) loss reclassified from accumulated other comprehensive loss to net income	199
Terminated swap amortization	(764		)
Net current-period other comprehensive loss	(6,971		)
Balance as of September 30, 2019	$	(35,513	)



thousands
Balance as of December 31, 2019	$	(29,372	)
Other comprehensive income (loss) before reclassifications	(32,999		)
(Gain) loss reclassified from accumulated other comprehensive loss to net income	8,441
Terminated swap amortization	(1,835		)
Derecognition of interest rate swap	12,934
Net current-period other comprehensive loss	(13,459		)
Balance as of September 30, 2020	$	(42,831	)

Balance as of December 31, 2018	$	(8,126	)
Other comprehensive income (loss) before reclassifications	(25,311		)
(Gain) loss reclassified from accumulated other comprehensive loss to net income	(21		)
Terminated swap amortization	(2,055		)
Net current-period other comprehensive loss	(27,387		)
Balance as of September 30, 2019	$	(35,513	)

Summary of the amounts reclassified out of AOCI

The following table summarizes the amounts reclassified out of AOCI:



thousands	Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) Components	Three Months Ended September 30,						Nine Months Ended September 30,						Affected line items in the Statements of Operations
Accumulated Other Comprehensive Income (Loss) Components	2020			2019			2020			2019			Affected line items in the Statements of Operations
(Gains) losses on cash flow hedges	$	5,216		$	252		$	10,685		$	(26	)	Interest expense
Income taxes on (gains) losses on cash flow hedges	(1,095		)	(53		)	(2,244		)	5			Provision for income taxes
Total reclassifications of (income) loss, net of tax for the period	$	4,121		$	199		$	8,441		$	(21	)

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Summary of EPS calculations

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



	Three Months Ended September 30,						Nine Months Ended September 30,
thousands except per share amounts	2020			2019			2020			2019
Net income (loss)
Net income (loss)	$	164,002		$	30,043		$	4,817		$	75,296
Net (income) loss attributable to noncontrolling interests	(24,292		)	(285		)	(24,325		)	(240		)
Net income (loss) attributable to common stockholders	$	139,710		$	29,758		$	(19,508	)	$	75,056

Shares
Weighted-average common shares outstanding - basic	55,542			43,134			51,493			43,118
Restricted stock and stock options	43			208			—			171
Warrants	—			86			—			86
Weighted-average common shares outstanding - diluted	55,585			43,428			51,493			43,375

Net income (loss) per common share
Basic income (loss) per share	$	2.52		$	0.69		$	(0.38	)	$	1.74
Diluted income (loss) per share	$	2.51		$	0.69		$	(0.38	)	$	1.73

Revenues (Tables)

9 Months Ended

Sep. 30, 2020

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 September 30,				Nine Months Ended September 30,
thousands	2020		2019		2020		2019
Revenues
From contracts with customers
Recognized at a point in time:
Condominium rights and unit sales	$	142	$	9,999	$	185	$	443,931
Master Planned Communities land sales	39,248		77,368		136,053		177,001
Builder price participation	9,230		9,660		25,936		24,224
Total revenue from contracts with customers	48,620		97,027		162,174		645,156

Recognized at a point in time and/or over time:
Other land, rental and property revenues	35,748		63,801		82,092		165,054
Total other income	35,748		63,801		82,092		165,054

Rental and lease-related revenues
Rental revenue	70,072		70,344		241,522		206,168
Total revenues	$	154,440	$	231,172	$	485,788	$	1,016,378

Revenues by segment
Operating Assets revenues	$	81,667	$	104,223	$	280,201	$	305,395
Master Planned Communities revenues	52,158		92,287		171,517		216,042
Seaport District revenues	4,204		23,130		16,170		43,051
Strategic Developments revenues	16,365		11,515		17,749		451,873
Corporate revenues	46		17		151		17
Total revenues	$	154,440	$	231,172	$	485,788	$	1,016,378

Contract with customer, assets and liabilities

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



thousands	Contract Liabilities
Balance as of December 31, 2019		$	246,010
Consideration earned during the period		(38,960		)
Consideration received during the period		138,291
Balance as of September 30, 2020		$	345,341

Remaining performance obligation, expected timing of satisfaction

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



thousands	Less than 1 year			1-2 years		3 years and thereafter
Total remaining unsatisfied performance obligations		$	220,354	$	437,371		$	1,081,751

Leases (Tables)

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Summary of leased assets and liabilities

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



thousands	September 30, 2020
Assets
Operating lease right-of-use assets		$	67,322
Riverwalk impairment		(10,235		)
Total leased assets		$	57,087

Liabilities
Operating lease liabilities		$	69,246
Total leased liabilities		$	69,246

Components of lease expense and other information

The components of lease expense are as follows:



thousands	Three Months Ended			Nine Months Ended
Lease cost	September 30, 2020			September 30, 2020
Operating lease cost		$	2,181		$	6,539
Variable lease costs		382			672
Net lease cost		$	2,563		$	7,211

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



thousands	Nine Months Ended
Supplemental Condensed Consolidated Statements of Cash Flows Information	September 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows on operating leases		$	5,566



Other Information	September 30, 2020
Weighted-average remaining lease term (years)
Operating leases	37.1
Weighted-average discount rate
Operating leases	7.8	%

Schedule of future minimum lease payments

Future minimum lease payments as of September 30, 2020, are as follows:



	Operating
thousands	Leases
2020 (excluding the nine months ended September 30, 2020)	$	1,339
2021	7,184
2022	6,507
2023	6,464
2024	6,432
Thereafter	266,852
Total lease payments	294,778
Less: imputed interest	(225,532		)
Present value of lease liabilities	$	69,246

Schedule of minimum rentals

The minimum rentals based on operating leases of the consolidated properties held as of September 30, 2020, are as follows:



	Three Months Ended			Nine Months Ended
thousands	September 30, 2020			September 30, 2020
Total minimum rent payments		$	51,104		$	164,317

Total future minimum rents associated with operating leases are as follows as of September 30, 2020:



	Total
thousands	Minimum Rent
Remainder of 2020	$	56,261
2021	230,029
2022	243,260
2023	233,321
2024	228,531
Thereafter	1,459,096
Total	$	2,450,498

Segments (Tables)

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Summary of segment operating results

Segment operating results are as follows:



thousands	Operating Assets Segment (a)			MPC Segment			Seaport Segment			Strategic Developments Segment			Total
Three Months Ended September 30, 2020
Total revenues	$	81,667		$	52,158		$	4,204		$	16,365		$	154,394
Total operating expenses	(47,590		)	(23,059		)	(11,522		)	(9,922		)	(92,093		)
Segment operating income (loss)	34,077			29,099			(7,318		)	6,443			62,301
Depreciation and amortization	(41,395		)	(91		)	(7,174		)	(1,643		)	(50,303		)
Interest expense, net	(21,045		)	9,176			(2,811		)	1,921			(12,759		)
Other income (loss), net	(17		)	—			1,590			134			1,707
Equity in earnings (losses) from real estate and other affiliates	962			(1,563		)	(288		)	267,727			266,838
Gain (loss) on sale or disposal of real estate, net	108			—			—			—			108
Gain (loss) on extinguishment of debt	(1,521		)	—			(11,645		)	—			(13,166		)
Segment EBT	$	(28,831	)	$	36,621		$	(27,646	)	$	274,582		$	254,726
Corporate income, expenses and other items													(90,724		)
Net income (loss)													164,002
Net (income) loss attributable to noncontrolling interests													(24,292		)
Net income (loss) attributable to common stockholders													$	139,710

Three Months Ended September 30, 2019
Total revenues	$	104,223		$	92,287		$	23,130		$	11,515		$	231,155
Total operating expenses	(47,950		)	(43,697		)	(27,330		)	(11,327		)	(130,304		)
Segment operating income (loss)	56,273			48,590			(4,200		)	188			100,851
Depreciation and amortization	(28,844		)	(88		)	(6,767		)	(2,070		)	(37,769		)
Interest expense, net	(21,645		)	8,550			(4,984		)	3,002			(15,077		)
Other income (loss), net	63			534			—			354			951
Equity in earnings (losses) from real estate and other affiliates	441			4,523			(705		)	283			4,542
Gain (loss) on sale or disposal of real estate, net	—			—			—			24,201			24,201
Selling profit from sales-type leases	13,537												13,537
Segment EBT	$	19,825		$	62,109		$	(16,656	)	$	25,958		$	91,236
Corporate income, expenses and other items													(61,193		)
Net income (loss)													30,043
Net (income) loss attributable to noncontrolling interests													(285		)
Net income (loss) attributable to common stockholders													$	29,758


(a)	Total revenues includes hospitality revenues of $8.1 million for the three months ended September 30, 2020, and $20.0 million for the three months ended September 30, 2019. Total operating expenses includes hospitality operating costs of $7.6 million for the three months ended September 30, 2020, and $14.1 million for the three months ended September 30, 2019.



thousands	Operating Assets Segment (a)			MPC Segment			Seaport Segment			Strategic Developments Segment			Total
Nine Months Ended September 30, 2020
Total revenues	$	280,201		$	171,517		$	16,170		$	17,749		$	485,637
Total operating expenses	(142,052		)	(78,751		)	(34,297		)	(126,738		)	(381,838		)
Segment operating income (loss)	138,149			92,766			(18,127		)	(108,989		)	103,799
Depreciation and amortization	(115,479		)	(273		)	(34,825		)	(5,054		)	(155,631		)
Interest expense, net	(70,341		)	26,033			(12,490		)	4,909			(51,889		)
Other income (loss), net	150			—			(2,187		)	1,427			(610		)
Equity in earnings (losses) from real estate and other affiliates	5,831			4,403			(8,964		)	268,365			269,635
Gain (loss) on sale or disposal of real estate, net	38,232			—			—			8,000			46,232
Gain (loss) on extinguishment of debt	(1,521		)	—			(11,645		)	—			(13,166		)
Provision for impairment	(48,738		)	—			—			—			(48,738		)
Segment EBT	$	(53,717	)	$	122,929		$	(88,238	)	$	168,658		$	149,632
Corporate income, expenses and other items													(144,815		)
Net income (loss)													4,817
Net (income) loss attributable to noncontrolling interests													(24,325		)
Net income (loss) attributable to common stockholders													$	(19,508	)

Nine Months Ended September 30, 2019
Total revenues	$	305,395		$	216,042		$	43,051		$	451,873		$	1,016,361
Total operating expenses	(139,589		)	(109,676		)	(59,735		)	(382,341		)	(691,341		)
Segment operating income (loss)	165,806			106,366			(16,684		)	69,532			325,020
Depreciation and amortization	(84,890		)	(334		)	(19,713		)	(4,386		)	(109,323		)
Interest expense, net	(60,695		)	24,376			(8,440		)	9,499			(35,260		)
Other income (loss), net	1,186			601			(147		)	664			2,304
Equity in earnings (losses) from real estate and other affiliates	3,195			18,859			(1,788		)	581			20,847
Gain (loss) on sale or disposal of real estate, net	—			—			(6		)	24,057			24,051
Selling profit from sales-type leases	13,537			—			—			—			13,537
Segment EBT	$	38,139		$	149,868		$	(46,778	)	$	99,947		$	241,176
Corporate income, expenses and other items													(165,880		)
Net income (loss)													75,296
Net (income) loss attributable to noncontrolling interests													(240		)
Net income (loss) attributable to common stockholders													$	75,056

(a)

Total revenues includes hospitality revenues of $27.9 million for the nine months ended September 30, 2020, and $68.5 million for the nine months ended September 30, 2019. Total operating expenses includes hospitality operating costs of $24.8 million for the nine months ended September 30, 2020, and $46.3 million for the nine months ended September 30, 2019.

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:



	September 30,		December 31,
thousands	2020		2019
Operating Assets	$	3,911,853	$	3,476,718
Master Planned Communities	2,310,333		2,166,472
Seaport District	912,191		930,067
Strategic Developments	1,164,749		1,540,161
Total segment assets	8,299,126		8,113,418
Corporate	742,119		300,348
Total assets	$	9,041,245	$	8,413,766

Basis of Presentation and Organization (Narrative) (Details) $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)	Mar. 31, 2020 USD ($) hotel	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) segment	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Jul. 01, 2020	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
Restructuring Cost and Reserve [Line Items]
Impairment of real estate		$ 0		$ 0	$ 48,738	$ 0
Number of reportable segments \| segment					4
Total Equity	$ 3,713,662	3,713,662		3,380,056	$ 3,713,662	3,380,056	$ 3,332,988		$ 3,739,703	$ 3,351,767	$ 3,238,126
Accounting standards update					us-gaap:AccountingStandardsUpdate201613Member		us-gaap:AccountingStandardsUpdate201613Member
Decrease in retained earnings	(3,713,287)	(3,713,287)			$ (3,713,287)		$ (3,148,133)
Corporate Restructuring
Restructuring Cost and Reserve [Line Items]
Assets held for sale							2,000,000
Restructuring charges					2,058
Corporate Restructuring \| Minimum
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, expected cost remaining	200	200			200
Corporate Restructuring \| Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, expected cost remaining	700	700			700
Corporate Restructuring \| One-time Termination Benefits
Restructuring Cost and Reserve [Line Items]
Restructuring charges					2,100		34,300
Accumulated Deficit
Restructuring Cost and Reserve [Line Items]
Total Equity	$ (65,910)	$ (65,910)		(45,285)	$ (65,910)	(45,285)	(46,385)		$ (205,621)	$ (75,043)	$ (120,341)
Cumulative Effect, Period of Adoption, Adjustment
Restructuring Cost and Reserve [Line Items]
Total Equity							(18)
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
Restructuring Cost and Reserve [Line Items]
Total Equity							$ (18)
COVID-19 \| The Woodlands Resort And Conference Center
Restructuring Cost and Reserve [Line Items]
Operating percentage of capacity	54.00%	54.00%			54.00%
COVID-19 \| Embassy Suites, Hughes Landing
Restructuring Cost and Reserve [Line Items]
Operating percentage of capacity									100.00%
COVID-19 \| Westin at The Woodlands
Restructuring Cost and Reserve [Line Items]
Operating percentage of capacity								100.00%
SEC Schedule, 12-09, Allowance, Loan and Lease Loss \| COVID-19
Restructuring Cost and Reserve [Line Items]
Provision for doubtful accounts		$ 9,700			$ 16,900
SEC Schedule, 12-09, Reserve, Legal \| COVID-19
Restructuring Cost and Reserve [Line Items]
Provision for doubtful accounts		1,700			5,900
Number of hotels \| hotel			3
Outlet Collection, Riverwalk
Restructuring Cost and Reserve [Line Items]
Impairment of real estate		$ 0	$ 48,700	$ 0	$ 48,738	$ 0
Outlet Collection, Riverwalk \| COVID-19
Restructuring Cost and Reserve [Line Items]
Impairment of real estate			$ 48,700
Chief Executive Officer
Restructuring Cost and Reserve [Line Items]
Salary and benefit related expense	$ 1,400

Basis of Presentation and Organization (Restructuring Plan Activities) (Details) - Corporate Restructuring $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Restructuring Reserve [Roll Forward]
Balance at beginning of period	$ 9,685
Charges	2,058
Charges paid/settled	(11,015)
Balance at end of period	$ 728

Accounting Policies and Pronouncements (Summary of Amortized Costs Basis) (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Financing Receivable, Allowance for Credit Loss [Line Items]
Ending balance as of September 30, 2020	$ 448,887
MUD Receivables
Financing Receivable, Allowance for Credit Loss [Line Items]
Ending balance as of September 30, 2020	331,451
SID Receivables
Financing Receivable, Allowance for Credit Loss [Line Items]
Ending balance as of September 30, 2020	60,198
TIF Receivables
Financing Receivable, Allowance for Credit Loss [Line Items]
Ending balance as of September 30, 2020	1,980
Net Investments in Lease Receivable
Financing Receivable, Allowance for Credit Loss [Line Items]
Ending balance as of September 30, 2020	2,946
Notes Receivable
Financing Receivable, Allowance for Credit Loss [Line Items]
Ending balance as of September 30, 2020	$ 52,312

Accounting Policies and Pronouncements (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2020	Sep. 30, 2019
Financing Receivable, Allowance for Credit Loss [Line Items]
Financing receivable threshold period past due	30 days
MUD Receivables
Financing Receivable, Allowance for Credit Loss [Line Items]
Financing receivable, accrued interest, after allowance for credit loss	$ 17.7	$ 19.7

Accounting Policies and Pronouncements (Allowance for Credit Losses Activity) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 200
Balance at end of period	200
MUD Receivables
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	0
Current-period provision for expected credit losses	0
Write-offs	0
Recoveries	0
Balance at end of period	0
SID Receivables
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	0
Current-period provision for expected credit losses	0
Write-offs	0
Recoveries	0
Balance at end of period	0
TIF Receivables
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	0
Current-period provision for expected credit losses	0
Write-offs	0
Recoveries	0
Balance at end of period	0
Net Investments in Lease Receivable
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	17
Current-period provision for expected credit losses	0
Write-offs	0
Recoveries	0
Balance at end of period	17
Notes Receivable
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	209
Current-period provision for expected credit losses	(32)
Write-offs	(1)
Recoveries	0
Balance at end of period	176
Trade accounts receivable
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	0
Current-period provision for expected credit losses	109
Write-offs	(44)
Recoveries	0
Balance at end of period	$ 65

Real Estate and Other Affiliates (Narrative) (Details)		3 Months Ended							9 Months Ended			12 Months Ended
Real Estate and Other Affiliates (Narrative) (Details)	May 23, 2019 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018	Jun. 30, 2018 USD ($)	Mar. 31, 2016	Mar. 31, 2015 USD ($) item	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2019 USD ($)	Jul. 16, 2020	Jul. 15, 2020
Real Estate and Other Affiliates
Equity method investment, impairment												$ 0
Investment in real estate and other affiliates		$ 389,882,000							$ 389,882,000			121,757,000
Equity in earnings (losses) from real estate and other affiliates		266,838,000		$ 4,542,000					269,635,000	$ 20,847,000
Assets		9,041,245,000							9,041,245,000			8,413,766,000
Liabilities		5,297,222,000							5,297,222,000			5,080,778,000
110 North Wacker
Real Estate and Other Affiliates
Recourse amount		100,600,000							100,600,000
Variable Interest Entity, Primary Beneficiary
Real Estate and Other Affiliates
Assets												393,300,000
Liabilities												186,500,000
Equity Method Investments
Real Estate and Other Affiliates
Investment in real estate and other affiliates		385,929,000							385,929,000			$ 117,804,000
Equity in earnings (losses) from real estate and other affiliates		266,838,000		4,542,000					265,911,000	17,222,000
Mr. C Seaport \| Equity Method Investments
Real Estate and Other Affiliates
Equity method investment, impairment		0	$ 6,000,000.0	0					6,000,000	0
Equity method investment, ownership percentage														35.00%
Mr. C Seaport \| Equity Method Investments \| Seaport District
Real Estate and Other Affiliates
Equity method investment, ownership percentage												35.00%	0.00%
Investment in real estate and other affiliates		0							0			$ 7,650,000
Equity in earnings (losses) from real estate and other affiliates		0		(545,000)					$ (6,900,000)	(1,628,000)
USAA Joint Venture
Real Estate and Other Affiliates
Contribution of property						$ 33,600,000
Fair value of property contributed						$ 85,000,000.0
Capital contribution to joint venture											$ 9,800,000
Equity ownership in joint venture						23.00%
Preferred return on capital					9.00%
Ownership interest									90.00%
USAA Joint Venture \| USAA
Real Estate and Other Affiliates
Capital contribution to joint venture	$ 178,400,000					$ 64,000,000.0
Joint venture capital obligations	$ 8,800,000					105,600,000
Preferred return on capital					9.00%
Preferred return on capital of cash distribution					11.11%
Ownership interest									10.00%
USAA Joint Venture \| Local Developer [Member]
Real Estate and Other Affiliates
Capital contribution to joint venture						$ 5,000,000.0					$ 1,100,000
110 North Wacker \| Strategic Developments
Real Estate and Other Affiliates
Equity in earnings (losses) from real estate and other affiliates		267,500,000							$ 267,500,000
110 North Wacker \| Equity Method Investments
Real Estate and Other Affiliates
Investment in real estate and other affiliates		$ 273,600,000							$ 273,600,000
110 North Wacker \| Equity Method Investments \| Operating Assets
Real Estate and Other Affiliates
Equity method investment, ownership percentage		0.00%							0.00%			0.00%
Investment in real estate and other affiliates		$ 273,608,000							$ 273,608,000
110 North Wacker \| Equity Method Investments \| Strategic Developments
Real Estate and Other Affiliates
Equity in earnings (losses) from real estate and other affiliates		$ 267,518,000							$ 267,518,000
Bar Wavo
Real Estate and Other Affiliates
Preferred return on capital of cash distribution							75.00%
Joint venture real estate, percentage funded							89.75%
Preferred return on capital							10.00%
Join venture real estate, remaining cash distribution percentage							50.00%
Bar Wavo \| Momofuku
Real Estate and Other Affiliates
Preferred return on capital of cash distribution							25.00%
Joint venture real estate, percentage funded							10.25%
Bar Wavo \| Equity Method Investments \| Seaport District
Real Estate and Other Affiliates
Equity method investment, ownership percentage		0.00%							0.00%			0.00%
Investment in real estate and other affiliates		$ 6,963,000							$ 6,963,000			$ 7,469,000
Equity in earnings (losses) from real estate and other affiliates		(288,000)		(160,000)					(2,064,000)	(160,000)
The Summit
Real Estate and Other Affiliates
Preferred return on capital								5.00%
Cash distribution entitlement by the joint venture \| item								2
The Summit \| Equity Method Investments
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		491,400,000							491,400,000
Share of entity in secured debt		252,500,000							252,500,000
Other land, rental and property revenues
Real Estate and Other Affiliates
Revenues		35,748,000		$ 63,801,000					82,092,000	$ 165,054,000
Other land, rental and property revenues \| 110 North Wacker \| Strategic Developments
Real Estate and Other Affiliates
Revenues		$ 15,400,000							$ 15,400,000

Real Estate and Other Affiliates (Summary of Investments in Real Estate and Other Affiliates) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Jul. 16, 2020	Jul. 15, 2020	Dec. 31, 2019
Investment in Real Estate and Other Affiliates
Carrying Value	$ 389,882		$ 389,882				$ 121,757
Share of Earnings/Dividends	266,838	$ 4,542	269,635	$ 20,847
Equity Method Investments
Investment in Real Estate and Other Affiliates
Carrying Value	385,929		385,929				117,804
Share of Earnings/Dividends	266,838	4,542	265,911	17,222
Other equity investments
Investment in Real Estate and Other Affiliates
Carrying Value	3,953		3,953				3,953
Share of Earnings/Dividends	0	0	3,724	3,625
110 North Wacker \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Carrying Value	273,600		273,600
Mr. C Seaport \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership						35.00%
Accounts payable and accrued expenses \| The Metropolitan Downtown Columbia
Investment in Real Estate and Other Affiliates
Investment deficit position	$ 4,500		$ 4,500				$ 4,700
Operating Assets \| 110 North Wacker \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	0.00%		0.00%				0.00%
Carrying Value	$ 273,608		$ 273,608
Operating Assets \| The Metropolitan Downtown Columbia \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%				50.00%
Carrying Value	$ 0		$ 0				$ 0
Share of Earnings/Dividends	$ 215	172	$ 637	478
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%				50.00%
Carrying Value	$ 4,052		$ 4,052				$ 4,175
Share of Earnings/Dividends	$ 375	306	$ 878	579
Operating Assets \| Woodlands Sarofim 1 \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	20.00%		20.00%				20.00%
Carrying Value	$ 3,091		$ 3,091				$ 2,985
Share of Earnings/Dividends	$ 32	38	$ 96	89
Operating Assets \| m.flats/TEN.M \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%				50.00%
Carrying Value	$ 1,820		$ 1,820				$ 2,431
Share of Earnings/Dividends	$ 340	(75)	$ 496	(1,576)
Master Planned Communities \| The Summit \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	0.00%		0.00%				0.00%
Carrying Value	$ 85,327		$ 85,327				$ 84,455
Share of Earnings/Dividends	(1,563)	4,523	4,403	18,859
Seaport District \| Mr. C Seaport \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership					0.00%		35.00%
Carrying Value	0		0				$ 7,650
Share of Earnings/Dividends	$ 0	(545)	$ (6,900)	(1,628)
Seaport District \| Bar Wayo (Momofuku) \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	0.00%		0.00%				0.00%
Carrying Value	$ 6,963		$ 6,963				$ 7,469
Share of Earnings/Dividends	(288)	(160)	(2,064)	(160)
Strategic Developments \| 110 North Wacker
Investment in Real Estate and Other Affiliates
Share of Earnings/Dividends	267,500		267,500
Strategic Developments \| 110 North Wacker \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Share of Earnings/Dividends	$ 267,518		$ 267,518
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%				50.00%
Carrying Value	$ 10,686		$ 10,686				$ 8,207
Share of Earnings/Dividends	$ 216	400	$ 891	691
Strategic Developments \| HHMK Development \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%				50.00%
Carrying Value	$ 10		$ 10				$ 10
Share of Earnings/Dividends	$ 0	0	$ 0	0
Strategic Developments \| KR Holdings \| Equity Method Investments
Investment in Real Estate and Other Affiliates
Economic/Legal Ownership	50.00%		50.00%				50.00%
Carrying Value	$ 372		$ 372				$ 422
Share of Earnings/Dividends	$ (7)	$ (117)	$ (44)	$ (110)

Real Estate and Other Affiliates (Changes in Redeemable Noncontrolling Interest) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Increase (Decrease) in Temporary Equity [Roll Forward]
Balance at the beginning of the period		$ 0
Reclassification of redeemable noncontrolling interest from permanent equity		6,091
Net income (loss) attributable to noncontrolling interest	$ 24,270	24,270
Balance at the end of the period	$ 30,361	$ 30,361

Real Estate and Other Affiliates (Relevant Financial Information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
Real Estate and Other Affiliates
Total Assets	$ 9,041,245		$ 9,041,245			$ 8,413,766
Total Liabilities	5,297,222		5,297,222			5,080,778
Total Equity	3,713,662	$ 3,380,056	3,713,662	$ 3,380,056	$ 3,739,703	3,332,988	$ 3,351,767	$ 3,238,126
Revenues	154,440	231,172	485,788	1,016,378
Net income (loss)	164,002	30,043	4,817	75,296
Equity Method Investment, Nonconsolidated Investee or Group of Investees \| The Summit
Real Estate and Other Affiliates
Total Assets	274,835		274,835			221,277
Total Liabilities	187,375		187,375			136,314
Total Equity	87,460		87,460			$ 84,963
Revenues	37,350	25,931	96,022	84,118
Net income (loss)	(1,563)	4,523	6,028	18,859
Gross Margin	$ 245	$ 5,587	$ 10,501	$ 22,334

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Recent Transactions (Details) $ in Thousands			1 Months Ended		3 Months Ended			9 Months Ended
Recent Transactions (Details) $ in Thousands	Jul. 16, 2020 USD ($) hotel_room	Mar. 13, 2020 USD ($) ft² a parking_spaces	Nov. 30, 2019 USD ($)	Oct. 31, 2019 a	Sep. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Jul. 15, 2020	Dec. 31, 2019 USD ($)
Real Estate [Line Items]
Gain (loss) on sale or disposal of real estate and other assets, net					$ 108		$ 24,201	$ 46,232	$ 24,051
Proceeds from sales of properties								0	9,460
Net investment in lease receivable					2,928			2,928			$ 79,166
Selling profit from sales-type leases					$ 0		$ 13,537	0	13,537
Proceeds from the sale of lease receivable								64,155	$ 0
West Windsor
Real Estate [Line Items]
Area of land sold (in acres) \| a				659
Gain (loss) on sale or disposal of real estate and other assets, net								8,000
100 Fellowship Drive
Real Estate [Line Items]
Area of land sold (in acres) \| a		13.5
Gain (loss) on sale or disposal of real estate and other assets, net						$ 38,300
Square footage of buildings sold (in sqft) \| ft²		203,257
Number of parking spaces \| parking_spaces		550
Proceeds from sales of properties		$ 115,000
Sales-type lease, derecognized developments			$ 63,700
Net investment in lease receivable		76,100	75,900
Selling profit from sales-type leases			$ 13,500
Transaction costs on sales of investments real estate		200
Payments to acquire real estate		$ 600
Proceeds from the sale of lease receivable								$ 64,200
Mr. C Seaport
Real Estate [Line Items]
Number of hotel rooms \| hotel_room	66
Equity method investment, proceeds from sale	$ 800
Equity Method Investments \| Mr. C Seaport
Real Estate [Line Items]
Equity method investment, ownership percentage										35.00%
Number of hotel rooms \| hotel_room	66

Impairment (Narrative) (Details)		3 Months Ended				9 Months Ended		12 Months Ended
Impairment (Narrative) (Details)	Jul. 16, 2020 USD ($) hotel_room	Sep. 30, 2020 USD ($) ft²	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) ft²	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Jul. 15, 2020
Real Estate [Line Items]
Impairment of real estate		$ 0			$ 0	$ 48,738,000	$ 0
Equity method investment, impairment								$ 0
Mr. C Seaport
Real Estate [Line Items]
Number of hotel rooms \| hotel_room	66
Equity method investment, proceeds from sale	$ 800,000
Equity Method Investments \| Mr. C Seaport
Real Estate [Line Items]
Equity method investment, impairment		0	$ 6,000,000.0		0	6,000,000	0
Number of hotel rooms \| hotel_room	66
Equity method investment, ownership percentage									35.00%
Condominium Inventory
Real Estate [Line Items]
Impairment of real estate		944,000			0	6,022,000	0
Outlet Collection, Riverwalk
Real Estate [Line Items]
Impairment of real estate		$ 0		$ 48,700,000	$ 0	$ 48,738,000	$ 0
Area of real estate property (in sqft) \| ft²		273,270				273,270
Assets, fair value disclosure				$ 46,800,000
Fair value capitalization rate				0.10

Impairment (Summary of Impairments) (Details) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
Impairment (Summary of Impairments) (Details) - USD ($)	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Real Estate [Line Items]
Impairment of real estate	$ 0			$ 0	$ 48,738,000	$ 0
Equity method investment, impairment							$ 0
Condominium Inventory
Real Estate [Line Items]
Impairment of real estate	944,000			0	6,022,000	0
Mr. C Seaport \| Equity Method Investments
Real Estate [Line Items]
Equity method investment, impairment	0	$ 6,000,000.0		0	6,000,000	0
Outlet Collection, Riverwalk
Real Estate [Line Items]
Impairment of real estate	$ 0		$ 48,700,000	$ 0	$ 48,738,000	$ 0

Other Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Prepaid Expenses and Other Assets
Special Improvement District receivable		$ 60,198	$ 42,996
Special Improvement District receivable, Change		17,202
Straight-line rent		59,354	56,223
Straight-line rent, Change		3,131
Condominium inventory		57,481	56,421
Condominium inventory, Change		1,060
Security, escrow, and other deposits		48,975	17,464
Security, escrow, and other deposits, Change		31,511
Intangibles		32,765	33,275
Intangibles, Change		(510)
Prepaid expenses		24,029	13,263
Prepaid expenses, Change		10,766
Other		11,155	9,252
Other, Change		1,903
Tenant incentives and other receivables		10,000	7,556
Tenant incentives and other receivables, Change		2,444
Federal income tax receivable		2,389	655
Federal income tax receivable, Change		1,734
TIF receivable		1,980	3,931
TIF receivable, Change		(1,951)
Food and beverage and lifestyle inventory		1,117	4,310
Food and beverage and lifestyle inventory, Change		(3,193)
Prepaid expenses and other assets, net		360,244	300,373
Prepaid expenses and other assets, net, Change		59,871
Accounts Payable and Accrued Expenses
Condominium deposit liabilities		297,400	194,794
Condominium deposit liabilities, Change		102,606
Construction payables		268,145	261,523
Construction payables, Change		6,622
Deferred income		58,131	63,483
Deferred income, Change		(5,352)
Interest rate swap liabilities		56,931	40,135
Interest rate swap liabilities, Change		16,796
Accrued real estate taxes		40,797	27,559
Accrued real estate taxes, Change		13,238
Tenant and other deposits		29,883	24,080
Tenant and other deposits, Change		5,803
Accrued payroll and other employee liabilities		26,230	44,082
Accrued payroll and other employee liabilities, Change		(17,852)
Accounts payable and accrued expenses		26,540	37,480
Accounts payable and accrued expenses, Change		(10,940)
Accrued interest		13,204	23,838
Accrued interest, Change		(10,634)
Other		12,948	16,173
Other, Change		(3,225)
Accounts payable and accrued expenses		830,209	733,147
Accounts payable and accrued expenses, Change		97,062
In-place leases
Prepaid Expenses and Other Assets
Leases		50,434	54,471
Leases, Change		(4,037)
Above-market tenant leases
Prepaid Expenses and Other Assets
Leases		367	$ 556
Leases, Change		(189)
Waiea condominium tower
Accounts Payable and Accrued Expenses
Charge for repairs and remediation on alleged construction defects	$ 97,900
110 North Wacker
Accounts Payable and Accrued Expenses
Construction payables, Change		(39,300)
Interest rate swap liabilities, Change		(15,200)
Several properties
Accounts Payable and Accrued Expenses
Construction payables, Change		$ (51,800)

Mortgages, Notes and Loans Payable, Net (Summary of Mortgages, Notes and Loans Payable) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Aug. 18, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Mortgages, notes and loans payable	$ 1,866,406		$ 2,229,958
Unamortized bond discounts	(4,583)		(5,249)
Unamortized deferred financing costs	(29,678)		(36,899)
Total mortgages, notes and loans payable, net	4,219,334		4,096,470
Secured mortgages, notes and loans payable
Debt Instrument [Line Items]
Fixed-rate debt	594,920		884,935
Amount of variable-rate debt swapped to fixed rate	644,600		630,100
Special Improvement District Bonds
Debt Instrument [Line Items]
Fixed-rate debt	42,269		23,725
Unsecured 5.375% Senior Notes due 2025 \| Unsecured debt
Debt Instrument [Line Items]
Fixed-rate debt	$ 1,000,000		1,000,000
Interest rate (as a percent)	5.375%
Unsecured 5.375% Senior Notes due 2028 \| Unsecured debt
Debt Instrument [Line Items]
Fixed-rate debt	$ 750,000		0
Interest rate (as a percent)	5.375%	5.375%
Interest rate collar \| Secured mortgages, notes and loans payable
Debt Instrument [Line Items]
Mortgages, notes and loans payable			184,300
Interest rate cap \| Secured mortgages, notes and loans payable
Debt Instrument [Line Items]
Mortgages, notes and loans payable	$ 75,000		$ 75,000

Mortgages, Notes and Loans Payable, Net (Narrative) (Details)					3 Months Ended	9 Months Ended
	May 20, 2020 USD ($)	Mar. 27, 2020 USD ($)	Mar. 05, 2020 USD ($)	Jan. 07, 2020 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($) bond	Sep. 30, 2019 USD ($)	Aug. 31, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 26, 2020 USD ($)	Mar. 23, 2020 USD ($)	Mar. 04, 2020 USD ($)	Sep. 21, 2018 USD ($)
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress pledged as collateral						$ 4,500,000,000
SID Bonds obligations assumed by buyers						3,090,000	$ 88,000
The Woodlands Resort And Conference Center
Mortgages, notes and loans payable
Loan balance									$ 62,500,000
The Woodlands Resort And Conference Center \| COVID-19 \| Forecast
Mortgages, notes and loans payable
Debt instrument, decrease, forgiveness					$ 24,100,000
Three Hughes Landing
Mortgages, notes and loans payable
Face amount			$ 61,000,000.0									$ 61,200,000
Term of extension option			12 months
Three Hughes Landing \| LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)			2.60%
The Woodlands Towers at the Waterway and The Woodlands Warehouse \| Bridge Loan
Mortgages, notes and loans payable
Face amount	$ 280,300,000									$ 137,000,000.0
Term of extension option	6 months
The Woodlands Towers at the Waterway and The Woodlands Warehouse \| LIBOR \| Bridge Loan
Mortgages, notes and loans payable
Interest rate margin (as a percent)	2.35%
Interest rate margin, extension option	2.90%
Self Storage Facility Member \| Operating Segments
Mortgages, notes and loans payable
Loan balance								$ 10,900,000
Line of credit \| Corporate Facility Revolver \| Revolving Credit Facility
Mortgages, notes and loans payable
Loan balance						0			$ 61,300,000		$ 67,500,000
Term loan \| $700 Million Loan Maturity September 2023
Mortgages, notes and loans payable
Face amount						615,000,000.0							$ 615,000,000.0
Special Improvement District Bonds
Mortgages, notes and loans payable
SID Bonds obligations assumed by buyers						$ 3,090,000
Special Improvement District Bonds \| Summerlin
Mortgages, notes and loans payable
Number of bonds issued \| bond						1
SID Bonds obligations assumed by buyers						$ 3,100,000
Construction Loans \| Creekside Park West
Mortgages, notes and loans payable
Face amount				$ 43,400,000
Term of extension option				1 year
Construction Loans \| Creekside Park West \| LIBOR
Mortgages, notes and loans payable
Interest rate margin (as a percent)				1.75%
Construction Loans \| Koula
Mortgages, notes and loans payable
Face amount		$ 356,800,000
Interest rate margin (as a percent)		3.00%
Term of extension option		1 year

Mortgages, Notes and Loans Payable, Net (Activity in Borrowings) (Details) - USD ($)							3 Months Ended		9 Months Ended
	Sep. 30, 2020	Jun. 22, 2020	May 20, 2020	Mar. 26, 2020	Mar. 13, 2020	Mar. 05, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Aug. 18, 2020	Jul. 09, 2020	Jun. 30, 2020	Mar. 23, 2020	Mar. 04, 2020
Notes And Loans Payable [Roll Forward]
Balance at December 31, 2019									$ 4,096,470,000
Issuances/Borrowings									1,324,360,000	$ 638,686,000
Issuances									22,750,000	0
Repayments on mortgages, notes and loans payable							$ (807,900,000)		(861,975,000)	(196,081,000)
Special Improvement District bond assumptions									(3,090,000)	(88,000)
Deferred financing costs, net									7,887,000
Balance at September 30, 2020	$ 4,219,334,000						4,219,334,000		4,219,334,000
Loss on extinguishment of debt							$ 13,166,000	$ 0	$ 13,166,000	$ 0
One-month LIBOR
Notes And Loans Payable [Roll Forward]
Interest rate margin (as a percent)									0.15%
Three-month LIBOR
Notes And Loans Payable [Roll Forward]
Interest rate margin (as a percent)									0.23%
Prime rate
Notes And Loans Payable [Roll Forward]
Interest rate margin (as a percent)									3.25%
9950 Woodloch Forest Drive
Debt Instrument [Line Items]
Interest rate (as a percent)	2.10%						2.10%		2.10%
Notes And Loans Payable [Roll Forward]
Issuances/Borrowings									$ 63,500,000
A'eo Retail
Debt Instrument [Line Items]
Interest rate (as a percent)	2.80%						2.80%		2.80%
Notes And Loans Payable [Roll Forward]
Issuances/Borrowings									$ 30,640,000
Ke Kilohana Retail
Debt Instrument [Line Items]
Interest rate (as a percent)	2.80%						2.80%		2.80%
Notes And Loans Payable [Roll Forward]
Issuances/Borrowings									$ 9,360,000
The Woodlands Towers at the Waterway
Debt Instrument [Line Items]
Interest rate (as a percent)	2.50%						2.50%		2.50%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (63,500,000)
Three Hughes Landing
Debt Instrument [Line Items]
Interest rate (as a percent)	4.33%						4.33%		4.33%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (60,766,000)
Face amount						$ 61,000,000.0									$ 61,200,000
Term of extension option						12 months
Three Hughes Landing \| LIBOR
Notes And Loans Payable [Roll Forward]
Interest rate margin (as a percent)						2.60%
Two Merriweather
Debt Instrument [Line Items]
Interest rate (as a percent)	4.23%						4.23%		4.23%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (30,557,000)
100 Fellowship Drive
Debt Instrument [Line Items]
Interest rate (as a percent)	3.23%						3.23%		3.23%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable					$ (50,000,000.0)				$ (49,978,000)
HHC 242 Self-Storage
Debt Instrument [Line Items]
Interest rate (as a percent)	4.33%						4.33%		4.33%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (5,499,000)
HHC 2978 Self-Storage
Debt Instrument [Line Items]
Interest rate (as a percent)	4.33%						4.33%		4.33%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (5,395,000)
Downtown Summerlin
Debt Instrument [Line Items]
Interest rate (as a percent)	3.88%						3.88%		3.88%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable		$ (33,800,000)							$ (255,297,000)
Face amount		$ 221,500,000
Term of extension option		3 years
Downtown Summerlin \| LIBOR
Notes And Loans Payable [Roll Forward]
Interest rate margin (as a percent)		2.15%
Lakefront North
Debt Instrument [Line Items]
Interest rate (as a percent)	3.73%						3.73%		3.73%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (40,062,000)
Seaport District
Debt Instrument [Line Items]
Interest rate (as a percent)	6.10%						6.10%		6.10%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (250,000,000)
Two Summerlin
Debt Instrument [Line Items]
Interest rate (as a percent)	4.25%						4.25%		4.25%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (32,803,000)
110 North Wacker
Debt Instrument [Line Items]
Interest rate (as a percent)	4.73%						4.73%		4.73%
Ae'o Retail and Ke Kilohana Retail
Notes And Loans Payable [Roll Forward]
Face amount	$ 40,000,000.0						$ 40,000,000.0		$ 40,000,000.0
Ae'o Retail and Ke Kilohana Retail \| LIBOR
Notes And Loans Payable [Roll Forward]
Variable rate floor	0.25%
Interest rate margin (as a percent)	2.65%
Bridge Loan \| 9950 Woodloch Forest Drive \| LIBOR
Notes And Loans Payable [Roll Forward]
Interest rate margin (as a percent)				1.95%
Bridge Loan \| The Woodlands Towers at the Waterway
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable				$ (63,500,000)
Bridge Loan \| The Woodlands Towers at the Waterway and The Woodlands Warehouse
Notes And Loans Payable [Roll Forward]
Face amount			$ 280,300,000	$ 137,000,000.0
Term of extension option			6 months
Bridge Loan \| The Woodlands Towers at the Waterway and The Woodlands Warehouse \| LIBOR
Notes And Loans Payable [Roll Forward]
Interest rate margin (as a percent)			2.35%
Variable Interest Entity, Primary Beneficiary \| 110 North Wacker
Notes And Loans Payable [Roll Forward]
Deconsolidation of 110 North Wacker									(326,835,000)
Existing mortgages, notes and loans payable
Notes And Loans Payable [Roll Forward]
Issuances/Borrowings									476,604,000
Repayments on mortgages, notes and loans payable									$ (14,095,000)
Bridgeland Credit Facility
Debt Instrument [Line Items]
Interest rate (as a percent)	4.23%						4.23%		4.23%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (50,000,000)
The Woodlands Master Credit Facility
Debt Instrument [Line Items]
Interest rate (as a percent)	4.23%						4.23%		4.23%
Notes And Loans Payable [Roll Forward]
Repayments on mortgages, notes and loans payable									$ (50,000,000)
Unsecured debt \| Senior Notes due 2028
Debt Instrument [Line Items]
Interest rate (as a percent)	5.375%						5.375%		5.375%		5.375%
Notes And Loans Payable [Roll Forward]
Issuances/Borrowings									$ 750,000,000
Face amount											$ 750,000,000
Special Improvement District Bonds
Notes And Loans Payable [Roll Forward]
Special Improvement District bond assumptions									$ (3,090,000)
Special Improvement District Bonds \| Minimum
Debt Instrument [Line Items]
Interest rate (as a percent)	5.00%						5.00%		5.00%
Special Improvement District Bonds \| Maximum
Debt Instrument [Line Items]
Interest rate (as a percent)	6.00%						6.00%		6.00%
Special Improvement District Bonds \| Special Improvement District bonds
Debt Instrument [Line Items]
Interest rate (as a percent)	6.00%						6.00%		6.00%			6.00%
Notes And Loans Payable [Roll Forward]
Issuances									$ 22,750,000
Face amount												$ 22,800,000
Line of credit \| Revolver Loan \| Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate (as a percent)	1.80%						1.80%		1.80%
Notes And Loans Payable [Roll Forward]
Borrowings, lines of credit									$ 67,500,000
Repayments, lines of credit									(67,500,000)
Loan balance	$ 0						$ 0		$ 0				$ 61,300,000	$ 67,500,000

Fair Value (Assets and Liabilities Measured on a Recurring Basis) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate derivative liabilities	$ 56,931	$ 40,135
Interest rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate derivative liabilities	56,931	40,135
Interest rate derivatives \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate derivative liabilities	0	0
Interest rate derivatives \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate derivative liabilities	56,931	40,135
Interest rate derivatives \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate derivative liabilities	$ 0	$ 0

Fair Value (Assets and Liabilities Not Measured at Fair Value) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Assets:
Cash and Restricted cash	$ 1,090,501	$ 620,135	$ 842,629	$ 724,215
Liabilities:
Variable-rate debt	1,866,406	2,229,958
Allowance for accounts receivable	20,800	15,600
Allowance for notes receivable	200	200
Level 1 \| Carrying Amount
Assets:
Cash and Restricted cash	1,090,501	620,135
Level 1 \| Estimated Fair Value
Assets:
Cash and Restricted cash	1,090,501	620,135
Level 3 \| Carrying Amount
Assets:
Accounts receivable, net	10,087	12,279
Notes receivable, net	52,136	36,379
Level 3 \| Estimated Fair Value
Assets:
Accounts receivable, net	10,087	12,279
Notes receivable, net	52,136	36,379
Level 2 \| Carrying Amount
Liabilities:
Fixed-rate debt	2,387,189	1,908,660
Variable-rate debt	1,866,406	2,229,958
Level 2 \| Estimated Fair Value
Liabilities:
Fixed-rate debt	2,395,405	1,949,773
Variable-rate debt	$ 1,866,406	$ 2,229,958

Fair Value (Assets Measured on a Non-recurring Basis) (Details) $ in Thousands	Sep. 30, 2020 USD ($)	Mar. 31, 2020
Fair Value, Measurements, Nonrecurring \| Measurement Input, Cap Rate \| Valuation Technique, Discounted Cash Flow
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value capitalization rate	0.100
Outlet Collection, Riverwalk
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value capitalization rate		0.10
Outlet Collection, Riverwalk \| Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Fair Value Measurement	$ 46,794
Outlet Collection, Riverwalk \| Fair Value, Measurements, Nonrecurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Fair Value Measurement	0
Outlet Collection, Riverwalk \| Fair Value, Measurements, Nonrecurring \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Fair Value Measurement	0
Outlet Collection, Riverwalk \| Fair Value, Measurements, Nonrecurring \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Fair Value Measurement	$ 46,794

Derivative Instruments and Hedging Activities (Narrative) (Details) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020 USD ($) derivative_instrument	Sep. 30, 2020 USD ($) settled_derivative derivative_instrument	Dec. 31, 2019 USD ($) settled_derivative
Interest rate cap
Derivative [Line Items]
Interest rate swap agreements settled \| settled_derivative		0	1
Interest rate derivatives
Derivative [Line Items]
Reduction in interest expense	$ 800	$ 2,400
Credit Risk Contract
Derivative [Line Items]
Derivative liability fair value gross	60,300	60,300	$ 41,600
Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability fair value gross	$ 56,931	$ 56,931	40,135
Designated as Hedging Instrument \| Interest rate cap
Derivative [Line Items]
Notional amount, asset			230,000
Payment received from derivative settlement			$ 200
Designated as Hedging Instrument \| Interest rate derivatives
Derivative [Line Items]
Derivatives deferred effective portion of fair value change \| derivative_instrument	2	2
Loss on derivative expected amount to be reclassified	$ 23,600	$ 23,600
Settled Interest Rate Swap, One \| Designated as Hedging Instrument \| Interest rate derivatives
Derivative [Line Items]
Derivative change in fair value recognition period		7 years 3 months 18 days
Settled Interest Rate Swap, Two \| Designated as Hedging Instrument \| Interest rate derivatives
Derivative [Line Items]
Derivative change in fair value recognition period		1 year

Derivative Instruments and Hedging Activities (Summary of the Notional Amount and Fair Value of Derivatives) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2020	May 01, 2020	Dec. 22, 2019	Jun. 27, 2019	Sep. 21, 2018
Fair value of derivative instruments
Total fair value derivatives, net	$ (40,135,000)	$ (56,930,000)
Construction Loans \| 8770 New Trails
Fair value of derivative instruments
Face amount					$ 35,500,000
$700 Million Loan Maturity September 2023 \| Term loan
Fair value of derivative instruments
Face amount		615,000,000.0				$ 615,000,000.0
Derivative instruments not designated as hedging instruments
Fair value of derivative instruments
Total fair value derivative assets	0	1,000
Derivative instruments designated as hedging instruments
Fair value of derivative instruments
Total fair value derivative liabilities	(40,135,000)	(56,931,000)
Interest rate cap \| Derivative instruments designated as hedging instruments
Fair value of derivative instruments
Notional amount, asset	230,000,000.0
Fixed Interest Rate 2.50%, Maturing December 2019 \| Interest rate cap \| Derivative instruments not designated as hedging instruments \| Prepaid expenses and other assets, net
Fair value of derivative instruments
Notional amount, asset				$ 230,000,000
Fixed interest rate				2.50%
Total fair value derivative assets	0	0
Interest income	200,000
Fixed Interest Rate 5.0% Maturing August 2022 \| Interest rate cap \| Derivative instruments not designated as hedging instruments \| Prepaid expenses and other assets, net
Fair value of derivative instruments
Notional amount, asset		$ 75,000,000
Fixed interest rate		5.00%
Total fair value derivative assets	0	$ 1,000
Fixed Interest Rate 2.00% To 3.00%, Maturing May 2020 \| Interest rate collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses
Fair value of derivative instruments
Notional amount, liability	193,967,000		$ 194,000,000.0
Total fair value derivative liabilities	$ (182,000)	0
Fixed Interest Rate 2.00% To 3.00%, Maturing May 2020 \| Interest rate collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Minimum
Fair value of derivative instruments
Fixed interest rate	2.00%
Fixed Interest Rate 2.00% To 3.00%, Maturing May 2020 \| Interest rate collar \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses \| Maximum
Fair value of derivative instruments
Fixed interest rate	3.00%
Fixed Interest Rate 2.25% To 3.25%, Maturing May 2021 \| Interest rate collar \| Derivative instruments designated as hedging instruments \| Prepaid expenses and other assets, net
Fair value of derivative instruments
Notional amount, liability		354,217,000
Total fair value derivative liabilities	$ (2,074,000)	$ 0
Fixed Interest Rate 2.25% To 3.25%, Maturing May 2021 \| Interest rate collar \| Derivative instruments designated as hedging instruments \| Prepaid expenses and other assets, net \| Minimum
Fair value of derivative instruments
Fixed interest rate		2.25%
Fixed Interest Rate 2.25% To 3.25%, Maturing May 2021 \| Interest rate collar \| Derivative instruments designated as hedging instruments \| Prepaid expenses and other assets, net \| Maximum
Fair value of derivative instruments
Fixed interest rate		3.25%
Fixed Interest Rate 2.75% To 3.50%, Maturing April 2022 \| Interest rate collar \| Derivative instruments designated as hedging instruments \| Prepaid expenses and other assets, net
Fair value of derivative instruments
Notional amount, liability		$ 381,404,000
Total fair value derivative liabilities	(4,578,000)	$ 0
Fixed Interest Rate 2.75% To 3.50%, Maturing April 2022 \| Interest rate collar \| Derivative instruments designated as hedging instruments \| Prepaid expenses and other assets, net \| Minimum
Fair value of derivative instruments
Fixed interest rate		2.75%
Fixed Interest Rate 2.75% To 3.50%, Maturing April 2022 \| Interest rate collar \| Derivative instruments designated as hedging instruments \| Prepaid expenses and other assets, net \| Maximum
Fair value of derivative instruments
Fixed interest rate		3.50%
Fixed Interest Rate 2.96%, Maturing September 2023 \| Interest rate swap \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses
Fair value of derivative instruments
Notional amount, liability		$ 615,000,000
Fixed interest rate		2.96%
Total fair value derivative liabilities	(31,187,000)	$ (50,918,000)
Fixed Interest Rate 4.89% Maturing January 2032 \| Interest rate swap \| Derivative instruments designated as hedging instruments \| Accounts payable and accrued expenses
Fair value of derivative instruments
Notional amount, liability		$ 1,810,000
Fixed interest rate		4.89%
Total fair value derivative liabilities	$ (2,114,000)	$ (6,013,000)

Derivative Instruments and Hedging Activities (Impact of Financial Instruments on Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
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	$ 31,872	$ 28,829	$ 98,717	$ 76,358
Interest expense
Effect of the Company's derivative financial instruments on the income statement
Amount of (Loss) Gain Reclassified from AOCI into Operations	(4,121)	(199)	(8,441)	21
Interest rate derivatives
Effect of the Company's derivative financial instruments on the income statement
Amount of (Loss) Gain Reclassified from AOCI into Operations	800		2,400
Cash flow hedging \| Interest rate derivatives
Effect of the Company's derivative financial instruments on the income statement
Amount of Loss Recognized in AOCI on Derivative	$ 1,802	$ (6,406)	$ (32,999)	$ (25,238)

Commitments and Contingencies (Details)	3 Months Ended		9 Months Ended
Commitments and Contingencies (Details)	Sep. 30, 2020 USD ($) condominium_tower	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) condominium_tower	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Jun. 14, 2018 individual_or_entity
Loss Contingencies [Line Items]
Number of individuals or entities on petition \| individual_or_entity						500
Construction payables, Change			$ 6,622,000
Loss contingency accrual for estimated repair costs	$ 114,500,000		114,500,000
Outstanding letters of credit	11,500,000		11,500,000		$ 15,400,000
Amount of outstanding surety bonds	275,300,000		275,300,000		$ 200,100,000
Rent expense	$ 2,000,000.0	$ 2,500,000	$ 5,300,000	$ 6,700,000
Guarantor obligations, reserved percentage of residential units			20.00%
Guarantor obligations, number of open condominium towers \| condominium_tower	3		3
Guarantor obligations, number of towers under construction \| condominium_tower	2		2
Guarantee obligations \| Downtown Columbia
Loss Contingencies [Line Items]
Loss contingency guaranteed amount limit	$ 1,000,000.0		$ 1,000,000.0

Stock-Based Plans (Summary of Stock Option Activity) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	May 14, 2020
Stock-based plans
Common stock reserved for future issuance (in shares)					1,350,000
Stock Options
Stock options outstanding at the beginning of the period (in shares)			721,496
Granted (in shares)			3,000
Exercised (in shares)			(57,058)
Forfeited (in shares)			(245,100)
Expired (in shares)			(23,688)
Stock options outstanding at the end of the period (in shares)	398,650		398,650
Weighted-average Exercise Price
Stock options outstanding at the beginning of the period (in dollars per share)			$ 104.55
Granted (in dollars per share)			75.82
Exercised (in dollars per share)			67.24
Forfeited (in dollars per share)			122.31
Expired (in dollars per share)			100.24
Stock options outstanding at the end of the period (in dollars per share)	$ 99.02		$ 99.02
Stock based compensation expense			$ 4,000,000	$ 9,902,000
Stock Options
Weighted-average Exercise Price
Stock based compensation expense	$ (1,500,000)	$ 700,000	(2,100,000)	2,200,000
Share based compensation costs capitalized		$ 0	$ 200,000	$ 400,000

Stock-Based Plans (Summary of Restricted Stock Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Weighted-average Grant Date Fair Value
Stock based compensation expense			$ 4,000	$ 9,902
Restricted Stock
Restricted Stock
Restricted stock outstanding at the beginning of the period (in shares)			406,802
Granted (in shares)			97,775
Vested (in shares)			(22,039)
Forfeited (in shares)			(54,366)
Restricted stock outstanding at the end of the period (in shares)	428,172		428,172
Weighted-average Grant Date Fair Value
Restricted stock outstanding at the beginning of the period (in dollars per share)			$ 76.27
Granted (in dollars per share)			74.93
Vested (in dollars per share)			107.75
Forfeited (in dollars per share)			96.90
Restricted stock outstanding at the end of the period (in dollars per share)	$ 71.61		$ 71.61
Stock based compensation expense	$ 2,200	$ 3,000	$ 5,900	7,700
Share based compensation costs capitalized	$ 200	$ 300	$ 900	$ 900

Income Taxes (Narrative) (Details)	3 Months Ended		9 Months Ended
Income Taxes (Narrative) (Details)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	21.20%	22.50%	39.90%	24.30%

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		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at the beginning of the period	$ 3,739,703	$ 3,351,767	$ 3,332,988	$ 3,238,126
Other comprehensive income (loss) before reclassifications	1,802	(6,406)	(32,999)	(25,311)
Reclassifications	4,121	199	8,441	(21)
Terminated swap amortization	(577)	(764)	(1,835)	(2,055)
Net current-period other comprehensive income (loss)	18,280	(6,971)	(13,459)	(27,387)
Balance at the end of the period	3,713,662	3,380,056	3,713,662	3,380,056
AOCI Attributable to Parent
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at the beginning of the period	(61,111)	(28,542)	(29,372)	(8,126)
Terminated swap amortization	(577)	(764)	(1,835)	(2,055)
Balance at the end of the period	(42,831)	$ (35,513)	$ (42,831)	$ (35,513)
Interest rate swap
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Derecognition of interest rate swap	$ 12,934

Accumulated Other Comprehensive Loss (Summary of Amounts Reclassified Out of AOCI) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Reclassifications out of accumulated other comprehensive income (loss)
Interest expense	$ 31,872	$ 28,829	$ 98,717	$ 76,358
Provision for income taxes	44,147	8,718	3,203	24,207
Net of tax	(164,002)	(30,043)	(4,817)	(75,296)
Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Reclassifications out of accumulated other comprehensive income (loss)
Net of tax	4,121	199	8,441	(21)
(Gains) losses on cash flow hedges \| Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Reclassifications out of accumulated other comprehensive income (loss)
Interest expense	5,216	252	10,685	(26)
Provision for income taxes	$ (1,095)	$ (53)	$ (2,244)	$ 5

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

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

Earnings Per Share (Information Related to EPS Calculation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Net income (loss)
Net income (loss)	$ 164,002	$ 30,043	$ 4,817	$ 75,296
Net (income) loss attributable to noncontrolling interests	(24,292)	(285)	(24,325)	(240)
Net income (loss) attributable to common stockholders	$ 139,710	$ 29,758	$ (19,508)	$ 75,056
Shares
Weighted-average common shares outstanding - basic (in shares)	55,542	43,134	51,493	43,118
Restricted stock and stock options (in shares)	43	208	0	171
Warrants (in shares)	0	86	0	86
Weighted-average common shares outstanding - diluted (in shares)	55,585	43,428	51,493	43,375
Net income (loss) per common share
Basic income (loss) per share (in dollars per share)	$ 2.52	$ 0.69	$ (0.38)	$ 1.74
Diluted income (loss) per share (in dollars per share)	$ 2.51	$ 0.69	$ (0.38)	$ 1.73

Earnings Per Share (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended		9 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Mar. 27, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Antidilutive securities excluded from computation of diluted earnings per share
Sale of stock, number of shares issued in transaction (in shares)		12,270,900	2,000,000
Common stock, par value (in dollars per share)			$ 50.00
Sale of stock, consideration received on transaction	$ 593.7
Over-Allotment Option
Antidilutive securities excluded from computation of diluted earnings per share
Sale of stock, number of shares issued in transaction (in shares)			300,000
Additional Over-Allotment Option
Antidilutive securities excluded from computation of diluted earnings per share
Sale of stock, number of shares issued in transaction (in shares)			270,900
Private Placement
Antidilutive securities excluded from computation of diluted earnings per share
Sale of stock, number of shares issued in transaction (in shares)			10,000,000
Common stock, par value (in dollars per share)			$ 50.00
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)				391,875	351,908	266,422	418,808
Restricted Stock
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)				252,037	277,212	252,037	277,212

Revenues (Schedule of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Rental revenue	$ 70,072	$ 70,344	$ 241,522	$ 206,168
Total revenues	154,440	231,172	485,788	1,016,378
Recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues	48,620	97,027	162,174	645,156
Recognized at a point in time and/or over time
Disaggregation of Revenue [Line Items]
Revenues	35,748	63,801	82,092	165,054
Operating Assets revenues
Disaggregation of Revenue [Line Items]
Total revenues	81,667	104,223	280,201	305,395
Master Planned Communities revenues
Disaggregation of Revenue [Line Items]
Total revenues	52,158	92,287	171,517	216,042
Seaport District
Disaggregation of Revenue [Line Items]
Total revenues	4,204	23,130	16,170	43,051
Strategic Developments revenues
Disaggregation of Revenue [Line Items]
Total revenues	16,365	11,515	17,749	451,873
Corporate revenues
Disaggregation of Revenue [Line Items]
Total revenues	46	17	151	17
Condominium rights and unit sales
Disaggregation of Revenue [Line Items]
Revenues	142	9,999	185	443,931
Condominium rights and unit sales \| Recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues	142	9,999	185	443,931
Master Planned Communities land sales
Disaggregation of Revenue [Line Items]
Revenues	39,248	77,368	136,053	177,001
Master Planned Communities land sales \| Recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues	39,248	77,368	136,053	177,001
Builder price participation
Disaggregation of Revenue [Line Items]
Revenues	9,230	9,660	25,936	24,224
Builder price participation \| Recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues	9,230	9,660	25,936	24,224
Other rental and property revenues
Disaggregation of Revenue [Line Items]
Revenues	35,748	63,801	82,092	165,054
Other rental and property revenues \| Recognized at a point in time and/or over time
Disaggregation of Revenue [Line Items]
Revenues	$ 35,748	$ 63,801	$ 82,092	$ 165,054

Revenues (Schedule of Contract with Customer, Assets and Liabilities) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Contract Liabilities
Beginning balance	$ 246,010
Consideration earned during the period	(38,960)
Consideration received during the period	138,291
Ending balance	$ 345,341

Revenues (Schedule of Remaining Unsatisfied Performance Obligations) (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 1,700,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 220,354
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 437,371
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 1,081,751
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction period

Leases (Narrative) (Details)	3 Months Ended
Leases (Narrative) (Details)	Sep. 30, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lessee, lease termination period	1 year
Lessor, average remaining lease term	5 years
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lessee, remaining lease term	1 year
Lessee, lease renewal term	2 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lessee, remaining lease term	53 years
Lessee, lease renewal term	40 years

Leases (Leased Assets and Liabilities) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Assets
Operating lease right-of-use assets	$ 67,322
Riverwalk impairment	(10,235)
Total leased assets	57,087	$ 69,398
Liabilities
Operating lease liabilities	$ 69,246	$ 70,413

Leases (Lease Costs) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
Leases (Lease Costs) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2020
Leases [Abstract]
Operating lease cost	$ 2,181	$ 6,539
Variable lease costs	382	672
Net lease cost	$ 2,563	$ 7,211

Leases (Lease Liability Maturity) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Leases [Abstract]
2020 (excluding the nine months ended September 30, 2020)	$ 1,339
2021	7,184
2022	6,507
2023	6,464
2024	6,432
Thereafter	266,852
Total lease payments	294,778
Less: imputed interest	(225,532)
Present value of lease liabilities	$ 69,246	$ 70,413

Leases (Other Information) (Details) $ in Thousands	3 Months Ended
Leases (Other Information) (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Leases [Abstract]
Operating cash flows on operating leases	$ 5,566
Weighted-average remaining lease term (years)
Operating leases	37 years 1 month 6 days
Weighted-average discount rate
Operating leases	7.80%

Leases (Minimum Rent Payments Received) (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)
Leases [Abstract]
Total minimum rent payments	$ 51,104	$ 164,317
Remainder of 2020	56,261	56,261
2021	230,029	230,029
2022	243,260	243,260
2023	233,321	233,321
2024	228,531	228,531
Thereafter	1,459,096	1,459,096
Total	$ 2,450,498	$ 2,450,498

Segments (Summary of Segment Operating Results) (Details) ft² in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($) ft²	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) ft² segment location	Sep. 30, 2019 USD ($)
Segments reporting
Number of reportable segments \| segment			4
Total revenues	$ 154,440	$ 231,172	$ 485,788	$ 1,016,378
Depreciation and amortization	(52,395)	(40,093)	(160,995)	(115,142)
Other income (loss), net	1,284	1,337	(793)	11,798
Equity in earnings (losses) from real estate and other affiliates	266,838	4,542	269,635	20,847
Gain (loss) on sale or disposal of real estate, net	108	24,201	46,232	24,051
Gain (loss) on extinguishment of debt	(13,166)	0	(13,166)	0
Selling profit from sales-type leases	0	13,537	0	13,537
Provision for impairment	0	0	(48,738)	0
Income (loss) before taxes	208,149	38,761	8,020	99,503
Net income (loss)	164,002	30,043	4,817	75,296
Net (income) loss attributable to noncontrolling interests	(24,292)	(285)	(24,325)	(240)
Net income (loss) attributable to common stockholders	139,710	29,758	(19,508)	75,056
Operating Segments
Segments reporting
Total revenues	154,394	231,155	485,637	1,016,361
Total operating expenses	(92,093)	(130,304)	(381,838)	(691,341)
Segment operating income (loss)	62,301	100,851	103,799	325,020
Depreciation and amortization	(50,303)	(37,769)	(155,631)	(109,323)
Interest expense, net	(12,759)	(15,077)	(51,889)	(35,260)
Other income (loss), net	1,707	951	(610)	2,304
Equity in earnings (losses) from real estate and other affiliates	266,838	4,542	269,635	20,847
Gain (loss) on sale or disposal of real estate, net	108	24,201	46,232	24,051
Gain (loss) on extinguishment of debt	(13,166)		(13,166)
Selling profit from sales-type leases		13,537		13,537
Provision for impairment			(48,738)
Income (loss) before taxes	254,726	91,236	149,632	241,176
Corporate expenses and other items
Segments reporting
Corporate income, expenses and other items	(90,724)	(61,193)	(144,815)	(165,880)
Operating Assets
Segments reporting
Total revenues	81,667	104,223	280,201	305,395
Operating Assets \| Operating Segments
Segments reporting
Total revenues	81,667	104,223	280,201	305,395
Total operating expenses	(47,590)	(47,950)	(142,052)	(139,589)
Segment operating income (loss)	34,077	56,273	138,149	165,806
Depreciation and amortization	(41,395)	(28,844)	(115,479)	(84,890)
Interest expense, net	(21,045)	(21,645)	(70,341)	(60,695)
Other income (loss), net	(17)	63	150	1,186
Equity in earnings (losses) from real estate and other affiliates	962	441	5,831	3,195
Gain (loss) on sale or disposal of real estate, net	108	0	38,232	0
Gain (loss) on extinguishment of debt	(1,521)		(1,521)
Selling profit from sales-type leases		13,537		13,537
Provision for impairment			(48,738)
Income (loss) before taxes	(28,831)	19,825	(53,717)	38,139
Operating Assets \| Operating Segments \| Hospitality Revenue
Segments reporting
Total revenues	8,100	20,000	27,900	68,500
Total operating expenses	(7,600)	(14,100)	(24,800)	(46,300)
Master Planned Communities
Segments reporting
Total revenues	52,158	92,287	171,517	216,042
Master Planned Communities \| Operating Segments
Segments reporting
Total revenues	52,158	92,287	171,517	216,042
Total operating expenses	(23,059)	(43,697)	(78,751)	(109,676)
Segment operating income (loss)	29,099	48,590	92,766	106,366
Depreciation and amortization	(91)	(88)	(273)	(334)
Interest expense, net	9,176	8,550	26,033	24,376
Other income (loss), net	0	534	0	601
Equity in earnings (losses) from real estate and other affiliates	(1,563)	4,523	4,403	18,859
Gain (loss) on sale or disposal of real estate, net	0	0	0	0
Gain (loss) on extinguishment of debt	0		0
Selling profit from sales-type leases				0
Provision for impairment			0
Income (loss) before taxes	$ 36,621	62,109	$ 122,929	149,868
Seaport District
Segments reporting
Area of real estate property (in sqft) \| ft²	453		453
Number of primary locations \| location			3
Operating locations \| location			2
Total revenues	$ 4,204	23,130	$ 16,170	43,051
Seaport District \| Operating Segments
Segments reporting
Total revenues	4,204	23,130	16,170	43,051
Total operating expenses	(11,522)	(27,330)	(34,297)	(59,735)
Segment operating income (loss)	(7,318)	(4,200)	(18,127)	(16,684)
Depreciation and amortization	(7,174)	(6,767)	(34,825)	(19,713)
Interest expense, net	(2,811)	(4,984)	(12,490)	(8,440)
Other income (loss), net	1,590	0	(2,187)	(147)
Equity in earnings (losses) from real estate and other affiliates	(288)	(705)	(8,964)	(1,788)
Gain (loss) on sale or disposal of real estate, net	0	0	0	(6)
Gain (loss) on extinguishment of debt	(11,645)		(11,645)
Selling profit from sales-type leases				0
Provision for impairment			0
Income (loss) before taxes	$ (27,646)	(16,656)	$ (88,238)	(46,778)
Seaport District \| Tin Building
Segments reporting
Area of real estate property (in sqft) \| ft²	53		53
Strategic Developments
Segments reporting
Total revenues	$ 16,365	11,515	$ 17,749	451,873
Strategic Developments \| Operating Segments
Segments reporting
Total revenues	16,365	11,515	17,749	451,873
Total operating expenses	(9,922)	(11,327)	(126,738)	(382,341)
Segment operating income (loss)	6,443	188	(108,989)	69,532
Depreciation and amortization	(1,643)	(2,070)	(5,054)	(4,386)
Interest expense, net	1,921	3,002	4,909	9,499
Other income (loss), net	134	354	1,427	664
Equity in earnings (losses) from real estate and other affiliates	267,727	283	268,365	581
Gain (loss) on sale or disposal of real estate, net	0	24,201	8,000	24,057
Gain (loss) on extinguishment of debt	0		0
Selling profit from sales-type leases				0
Provision for impairment			0
Income (loss) before taxes	$ 274,582	$ 25,958	$ 168,658	$ 99,947

Segments (Summary of Assets by Segment and Reconciliation of Segment Assets to Total Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Reconciliation of total segment assets to total assets
Assets	$ 9,041,245	$ 8,413,766
Operating Segments
Reconciliation of total segment assets to total assets
Assets	8,299,126	8,113,418
Operating Segments \| Operating Assets
Reconciliation of total segment assets to total assets
Assets	3,911,853	3,476,718
Operating Segments \| Master Planned Communities
Reconciliation of total segment assets to total assets
Assets	2,310,333	2,166,472
Operating Segments \| Seaport District
Reconciliation of total segment assets to total assets
Assets	912,191	930,067
Operating Segments \| Strategic Developments
Reconciliation of total segment assets to total assets
Assets	1,164,749	1,540,161
Corporate
Reconciliation of total segment assets to total assets
Assets	$ 742,119	$ 300,348