0001628280-21-009683 | 10-Q | XBRL Viewer

Revenues

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]


14. Revenues

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. 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 March 31,
thousands		2021		2020
Revenues from contracts with customers
Recognized at a point in time:
Condominium rights and unit sales		$	37,167	$	43
Master Planned Communities land sales		37,477		39,732
Builder price participation		6,794		7,759
Total		81,438		47,534

Recognized at a point in time or over time:
Other land, rental and property revenues		23,243		34,897


Rental and lease-related revenues
Rental revenue		85,899		92,744




Total revenues		$	190,580	$	175,175

Revenues by segment
Operating Assets revenues		$	96,439	$	114,257
Master Planned Communities revenues		48,287		50,446
Seaport revenues		7,453		9,694
Strategic Developments revenues		38,300		760
Corporate revenues		101		18
Total revenues		$	190,580	$	175,175

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, 2020	$	360,416
Consideration earned during the period	(43,967)
Consideration received during the period	61,221
Balance as of March 31, 2021	$	377,670

Balance as of December 31, 2019	$	246,010
Consideration earned during the period	(17,885)
Consideration received during the period	64,432
Balance as of March 31, 2020	$	292,557

Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations as of March 31, 2021, 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 March 31, 2021, is $1.9 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		$	725,912	$	528,989		$	685,474

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.

- Definition

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.

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+ Details

Other Assets and Liabilities (Accounts Payable and Accrued Expenses) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Feb. 28, 2021	Dec. 31, 2020
Other Assets and Liabilities [Line Items]
Condominium deposit liabilities	$ 325,413,000		$ 309,884,000
Condominium deposit liabilities, Change	15,529,000
Construction payables	276,213,000		253,626,000
Construction payables, Change	22,587,000
Deferred income	67,885,000		66,656,000
Deferred income, Change	1,229,000
Interest rate swap liabilities	43,015,000		51,920,000
Interest rate swap liabilities, Change	(8,905,000)
Accounts payable and accrued expenses	26,989,000		28,589,000
Accounts payable and accrued expenses, Change	(1,600,000)
Tenant and other deposits	26,384,000		25,801,000
Tenant and other deposits, Change	583,000
Accrued interest	21,993,000		37,007,000
Accrued interest, Change	(15,014,000)
Accrued real estate taxes	17,610,000		38,863,000
Accrued real estate taxes, Change	(21,253,000)
Accrued payroll and other employee liabilities	15,545,000		27,419,000
Accrued payroll and other employee liabilities, Change	(11,874,000)
Other	12,326,000		12,493,000
Other, Change	(167,000)
Accounts payable and accrued expenses	833,373,000		$ 852,258,000
Accounts payable and accrued expenses, Change	$ (18,885,000)
Senior Notes due 2025 \| Senior Notes
Other Assets and Liabilities [Line Items]
Repurchased, face amount		$ 1,000,000,000.0
Interest rate (as a percent)		5.375%	5.375%
Senior Notes due 2029 \| Senior Notes
Other Assets and Liabilities [Line Items]
Interest rate (as a percent)	4.125%	4.125%
Face amount		$ 650,000,000
Senior Notes due 2031 \| Senior Notes
Other Assets and Liabilities [Line Items]
Interest rate (as a percent)	4.375%	4.375%
Face amount		$ 650,000,000
Ward Village, the Tin Building, and the Summerlin and Bridgeland MPC developments
Other Assets and Liabilities [Line Items]
Construction payables, Change	$ 47,800,000
Waiea
Other Assets and Liabilities [Line Items]
Construction payables, Change	20,500,000
Various projects
Other Assets and Liabilities [Line Items]
Construction payables, Change	$ (25,200,000)

Real Estate and Other Affiliates (Relevant Financial Information for The Summit) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) condominium_unit	Mar. 31, 2020 USD ($) condominium_unit	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Investments in and Advances to Affiliates [Line Items]
Total Assets	$ 9,154,162		$ 9,140,332
Total Liabilities	5,465,177		5,396,195
Total Equity	3,661,267	$ 3,772,598	3,715,023	$ 3,332,988
Revenues	190,580	175,175
Net income	(68,159)	(125,082)
The Summit
Investments in and Advances to Affiliates [Line Items]
Total Assets	334,970		310,855
Total Liabilities	203,138		209,968
Total Equity	131,832		$ 100,887
Revenues	90,873	39,836
Net income	32,089	10,559
Gross Margin	$ 33,049	$ 11,704
Number of units closed \| condominium_unit	19	6

- Definition

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.

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+ Details

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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- Definition

Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

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- Definition

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

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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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+ Details

Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Accumulated Other Comprehensive Income


12. Accumulated Other Comprehensive Income

The following tables summarize changes in accumulated other comprehensive income (AOCI) by component, all of which are presented net of tax:


thousands

















Balance as of December 31, 2020	$	(38,590)
Other comprehensive income (loss) before reclassifications	3,383
(Gain) loss reclassified from accumulated other comprehensive loss to net income	2,973

Share of investee’s other comprehensive income, net of tax of $346	1,217


Net current-period other comprehensive loss	7,573
Balance as of March 31, 2021	$	(31,017)

Balance as of December 31, 2019	$	(29,372)
Other comprehensive income (loss) before reclassifications	(32,051)
(Gain) loss reclassified from accumulated other comprehensive loss to net income	1,150




Net current-period other comprehensive loss	(30,901)
Balance as of March 31, 2020	$	(60,273)

The following table summarizes the amounts reclassified out of AOCI:


Accumulated Other Comprehensive Income (Loss) Components		Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
	Three Months Ended March 31,			Affected line items in the Statements of Operations
thousands		2021					2020
(Gains) losses on cash flow hedges		$	3,801		$	1,407	Interest expense
Income taxes on (gains) losses on cash flow hedges		(828)			(257)		Provision for income taxes
Total reclassifications of (income) loss, net of tax for the period		$	2,973		$	1,150

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

Segments (Tables)

3 Months Ended

Mar. 31, 2021

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 March 31, 2021
Total revenues	$	96,439	$	48,287	$	7,453	$	38,300	$	190,479
Total operating expenses	(47,234)		(23,267)		(12,506)		(59,623)		(142,630)
Segment operating income (loss)	49,205		25,020		(5,053)		(21,323)		47,849
Depreciation and amortization	(39,651)		(72)		(6,835)		(1,598)		(48,156)
Interest income (expense), net	(19,000)		10,757		102		1,101		(7,040)
Other income (loss), net	(10,098)		—		(336)		—		(10,434)
Equity in earnings (losses) from real estate and other affiliates	(11,404)		27,650		(352)		(98)		15,796



Gain (loss) on extinguishment of debt	(836)		—		—		—		(836)

Segment EBT	$	(31,784)	$	63,355	$	(12,474)	$	(21,918)	$	(2,821)
Corporate income, expenses and other items									(65,338)
Net income (loss)									(68,159)
Net (income) loss attributable to noncontrolling interests									1,565
Net income (loss) attributable to common stockholders									$	(66,594)

Three Months Ended March 31, 2020
Total revenues	$	114,257	$	50,446	$	9,694	$	760	$	175,157
Total operating expenses	(52,240)		(23,722)		(14,311)		(104,299)		(194,572)
Segment operating income (loss)	62,017		26,724		(4,617)		(103,539)		(19,415)
Depreciation and amortization	(37,089)		(91)		(20,875)		(1,761)		(59,816)
Interest income (expense), net	(26,193)		8,554		(5,053)		1,931		(20,761)
Other income (loss), net	(59)		—		(3,368)		(375)		(3,802)
Equity in earnings (losses) from real estate and other affiliates	4,394		8,934		(2,043)		64		11,349
Gain (loss) on sale or disposal of real estate and other assets, net	38,124		—		—		—		38,124



Provision for impairment	(48,738)		—		—		—		(48,738)
Segment EBT	$	(7,544)	$	44,121	$	(35,956)	$	(103,680)	$	(103,059)
Corporate income, expenses and other items									(22,023)
Net income (loss)									(125,082)
Net (income) loss attributable to noncontrolling interests									(52)
Net income (loss) attributable to common stockholders									$	(125,134)

(a)Total revenues includes hospitality revenues of $7.7 million for the three months ended March 31, 2021, and $17.2 million for the three months ended March 31, 2020. Total operating expenses includes hospitality operating costs of $7.9 million for the three months ended March 31, 2021, and $12.9 million for the three months ended March 31, 2020.

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:


thousands	March 31, 2021		December 31, 2020
Operating Assets	$	3,895,742	$	3,936,119
Master Planned Communities	2,346,687		2,285,896
Seaport	946,893		924,245
Strategic Developments	1,182,983		1,132,231
Total segment assets	8,372,305		8,278,491
Corporate	781,857		861,841
Total assets	$	9,154,162	$	9,140,332

Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities


8. 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 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 caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up‑front premium. The Company’s interest rate caps are not currently designated as hedges, and therefore, any gains or losses are recognized in current-period earnings. These derivatives are recorded on a gross basis at fair value on the balance sheet.

Assessments of hedge effectiveness are performed quarterly using regression analysis. The change in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in Accumulated Other Comprehensive Income (AOCI) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings within the same income statement line item being hedged. 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 March 31, 2021, and December 31, 2020.

If the derivative contracts are terminated prior to their maturity, the amounts previously recorded in AOCI are recognized into earnings over the period that the hedged transaction impacts earnings. If the hedging relationship is discontinued because it is probable that the forecasted transaction will not occur in accordance with the original strategy, any related amounts previously recorded in AOCI are recognized in earnings immediately. During the three months ended March 31, 2021, the year ended December 31, 2020, there were no termination events. The Company recorded a $0.8 million reduction in Interest expense during the three months ended March 31, 2021, related to the amortization of terminated swaps.

The Company did not settle any derivatives during the three months ended March 31, 2021 or the year ended December 31, 2020.

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 $26.0 million of net loss will be reclassified to Interest expense.

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


								Fair Value Asset (Liability)
thousands		Balance Sheet Location	Notional Amount	Fixed Interest Rate (a)		Effective Date	Maturity Date	March 31, 2021		December 31, 2020
Derivative instruments not designated as hedging instruments:
Interest rate cap	(b)	Prepaid expenses and other assets, net	285,000	2.00	%	3/12/2021	9/15/2023	$	157	$	—
Interest rate cap	(b)	Prepaid expenses and other assets, net	83,200	2.00	%	3/12/2021	9/15/2023	46		—
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								204		—

Derivative instruments designated as hedging instruments:


Interest rate swap	(d)	Accounts payable and accrued expenses	615,000	2.96	%	9/21/2018	9/18/2023	(40,432)		(46,613)
Interest rate swap	(e)	Accounts payable and accrued expenses	35,487	4.89	%	11/1/2019	1/1/2032	(2,583)		(5,307)
Total fair value derivative liabilities								(43,015)		(51,920)
Total fair value derivatives, net								$	(42,811)	$	(51,920)

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

(b)In March 2021, the Company entered into two new interest rate caps, which are not designated as hedging instruments. Interest income included in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021, related to these contracts was not material.

(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 three months ended March 31, 2021, and the year ended December 31, 2020, related to this contract was not material.

(d)Concurrent with the funding of the $615.0 million term loan in September 2018, the Company entered into this interest rate swap which is designated as a cash flow hedge.

(e)Concurrent with the closing of the $35.5 million construction loan for 8770 New Trails in June 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 months ended March 31, 2021, and 2020:


		Amount of Gain (Loss) Recognized in AOCI on Derivatives
Derivatives in Cash Flow Hedging Relationships	Three Months Ended March 31,
thousands			2021		2020
Interest rate derivatives			$	3,383	$	(32,051)


		Amount of Gain (Loss) Reclassified from AOCI into Operations
Location of Gain (Loss) Reclassified from AOCI into Operations	Three Months Ended March 31,
thousands			2021		2020
Interest expense			$	(2,973)	$	(1,150)


		Total Interest Expense Presented in the Results of Operations in which the Effects of Cash Flow Hedges are Recorded
Interest Expense Presented in Results of Operations	Three Months Ended March 31,
thousands			2021		2020
Interest expense			$	34,210	$	34,448

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 nonperformance risk, related to these agreements was $45.0 million as of March 31, 2021, and $54.6 million as of December 31, 2020. If the Company had breached any of these provisions at March 31, 2021, it could have been required to settle its obligations under the agreements at their termination value of $45.0 million.

Revenues (Tables)

3 Months Ended

Mar. 31, 2021

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 March 31,
thousands		2021		2020
Revenues from contracts with customers
Recognized at a point in time:
Condominium rights and unit sales		$	37,167	$	43
Master Planned Communities land sales		37,477		39,732
Builder price participation		6,794		7,759
Total		81,438		47,534

Recognized at a point in time or over time:
Other land, rental and property revenues		23,243		34,897


Rental and lease-related revenues
Rental revenue		85,899		92,744




Total revenues		$	190,580	$	175,175

Revenues by segment
Operating Assets revenues		$	96,439	$	114,257
Master Planned Communities revenues		48,287		50,446
Seaport revenues		7,453		9,694
Strategic Developments revenues		38,300		760
Corporate revenues		101		18
Total revenues		$	190,580	$	175,175

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, 2020	$	360,416
Consideration earned during the period	(43,967)
Consideration received during the period	61,221
Balance as of March 31, 2021	$	377,670

Balance as of December 31, 2019	$	246,010
Consideration earned during the period	(17,885)
Consideration received during the period	64,432
Balance as of March 31, 2020	$	292,557

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		$	725,912	$	528,989		$	685,474

Other Assets and Liabilities

3 Months Ended

Mar. 31, 2021

OTHER ASSETS AND LIABILITIES

Other Assets and Liabilities


5. Other Assets and Liabilities

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


thousands	March 31, 2021		December 31, 2020		$ Change
Special Improvement District receivable	$	51,952	$	54,770	$	(2,818)
In-place leases	47,861		49,161		(1,300)
Intangibles	32,209		32,595		(386)
Condominium inventory (a)	23,616		55,883		(32,267)
Security, escrow and other deposits (b)	18,881		48,576		(29,695)
Prepaid expenses	16,208		17,455		(1,247)
Other	14,527		11,781		2,746
Tenant incentives and other receivables	7,680		9,612		(1,932)
TIF receivable	1,103		893		210
Food and beverage and lifestyle inventory	1,040		1,060		(20)

Above-market tenant leases	276		315		(39)


Interest rate swap derivative assets	204		—		204

Prepaid expenses and other assets, net	$	215,557	$	282,101	$	(66,544)

(a)The decrease in Condominium inventory is attributable to closing on inventory units at Waiea and Anaha.

(b)The decrease in Security, escrow, and other deposits is primarily attributable to the settlement of the rate-lock agreement associated with the loans for 1201 Lake Robbins and The Woodlands Warehouse upon repayment in February 2021.

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


thousands	March 31, 2021		December 31, 2020		$ Change
Condominium deposit liabilities (a)	$	325,413	$	309,884	$	15,529
Construction payables (b)	276,213		253,626		22,587
Deferred income	67,885		66,656		1,229
Interest rate swap liabilities (c)	43,015		51,920		(8,905)
Accounts payable and accrued expenses	26,989		28,589		(1,600)
Tenant and other deposits	26,384		25,801		583
Accrued interest (d)	21,993		37,007		(15,014)
Accrued real estate taxes (e)	17,610		38,863		(21,253)
Accrued payroll and other employee liabilities (f)	15,545		27,419		(11,874)
Other	12,326		12,493		(167)


Accounts payable and accrued expenses	$	833,373	$	852,258	$	(18,885)

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

(b)The increase in Construction payables is attributable to an increase of $47.8 million primarily related to increased construction spend at Ward Village, the Tin Building, and the Summerlin and Bridgeland MPC developments, and a $20.5 million charge for additional remediation costs at Waiea. These increases are partially offset by decreases of $25.2 million related to a reduction of construction spend for projects placed in service in 2020 or approaching completion, as well as costs incurred and paid for Waiea remediation activities during the first quarter of 2021.

(c)The decrease in Interest rate swap liabilities is due to an increase of the one-month LIBOR forward curve for the periods presented.

(d)The decrease in Accrued interest is primarily due to the repurchase of the $1.0 billion 5.375% Senior Notes due 2025, partially offset by the issuance of $650 million in 4.125% Senior Notes due 2029 and $650 million in 4.375% Senior Notes due 2031, in the first quarter of 2021.

(e)The decrease in Accrued real estate taxes is primarily due to the payment of 2020 real estate taxes in the first quarter of 2021.

(f)The decrease in Accrued payroll and other employee liabilities is primarily due to the payment of the 2020 annual incentive bonus payment in the first quarter of 2021.

Revenues (Schedule of Contract with Customer, Assets and Liabilities) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Contract Liabilities
Beginning balance	$ 360,416	$ 246,010
Consideration earned during the period	(43,967)	(17,885)
Consideration received during the period	61,221	64,432
Ending balance	$ 377,670	$ 292,557

Other Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

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	March 31, 2021		December 31, 2020		$ Change
Special Improvement District receivable	$	51,952	$	54,770	$	(2,818)
In-place leases	47,861		49,161		(1,300)
Intangibles	32,209		32,595		(386)
Condominium inventory (a)	23,616		55,883		(32,267)
Security, escrow and other deposits (b)	18,881		48,576		(29,695)
Prepaid expenses	16,208		17,455		(1,247)
Other	14,527		11,781		2,746
Tenant incentives and other receivables	7,680		9,612		(1,932)
TIF receivable	1,103		893		210
Food and beverage and lifestyle inventory	1,040		1,060		(20)

Above-market tenant leases	276		315		(39)


Interest rate swap derivative assets	204		—		204

Prepaid expenses and other assets, net	$	215,557	$	282,101	$	(66,544)

(a)The decrease in Condominium inventory is attributable to closing on inventory units at Waiea and Anaha.

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	March 31, 2021		December 31, 2020		$ Change
Condominium deposit liabilities (a)	$	325,413	$	309,884	$	15,529
Construction payables (b)	276,213		253,626		22,587
Deferred income	67,885		66,656		1,229
Interest rate swap liabilities (c)	43,015		51,920		(8,905)
Accounts payable and accrued expenses	26,989		28,589		(1,600)
Tenant and other deposits	26,384		25,801		583
Accrued interest (d)	21,993		37,007		(15,014)
Accrued real estate taxes (e)	17,610		38,863		(21,253)
Accrued payroll and other employee liabilities (f)	15,545		27,419		(11,874)
Other	12,326		12,493		(167)


Accounts payable and accrued expenses	$	833,373	$	852,258	$	(18,885)

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

(c)The decrease in Interest rate swap liabilities is due to an increase of the one-month LIBOR forward curve for the periods presented.

(e)The decrease in Accrued real estate taxes is primarily due to the payment of 2020 real estate taxes in the first quarter of 2021.

(f)The decrease in Accrued payroll and other employee liabilities is primarily due to the payment of the 2020 annual incentive bonus payment in the first quarter of 2021.

Other Assets and Liabilities (Prepaid Expenses and Other Assets) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Other Assets and Liabilities [Line Items]
Special Improvement District receivable	$ 51,952	$ 54,770
Special Improvement District receivable, Change	(2,818)
Intangibles	32,209	32,595
Intangibles, Change	(386)
Condominium inventory	23,616	55,883
Condominium inventory, Change	(32,267)
Security, escrow and other deposits	18,881	48,576
Security, escrow, and other deposits, Change	(29,695)
Prepaid expenses	16,208	17,455
Prepaid expenses, Change	(1,247)
Other	14,527	11,781
Other, Change	2,746
Tenant incentives and other receivables	7,680	9,612
Tenant incentives and other receivables, Change	(1,932)
TIF receivable	1,103	893
TIF receivable, Change	210
Food and beverage and lifestyle inventory	1,040	1,060
Food and beverage and lifestyle inventory, Change	(20)
Interest rate swap derivative assets	204	0
Interest rate swap derivative assets, Change	204
Prepaid expenses and other assets, net	215,557	282,101
Prepaid expenses and other assets, net, Change	(66,544)
In-place leases
Other Assets and Liabilities [Line Items]
Leases	47,861	49,161
Leases, Change	(1,300)
Above-market tenant leases
Other Assets and Liabilities [Line Items]
Leases	276	$ 315
Leases, Change	$ (39)

Real Estate and Other Affiliates

3 Months Ended

Mar. 31, 2021

Equity Method Investments and Joint Ventures [Abstract]

Real Estate and Other Affiliates


2. Real Estate and Other Affiliates

As of March 31, 2021, 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 March 31, 2021, approximately $584.0 million of indebtedness was secured by the properties owned by the Company’s real estate and other affiliates, of which the Company’s share was $286.9 million based on 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
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
thousands except percentages	2021		2020		2021		2020			2021		2020
Equity Method Investments
Operating Assets:
110 North Wacker (a)	see below		see below		$	247,175	$	261,143		$	(15,705)	$	—
The Metropolitan Downtown Columbia (b)	50	%	50	%	—		—			(54)		227
Stewart Title of Montgomery County, TX	50	%	50	%	4,176		3,924			251		343
Woodlands Sarofim #1	20	%	20	%	3,151		3,120			31		35
m.flats/TEN.M	50	%	50	%	766		1,247			318		65
Master Planned Communities:
The Summit (c)	see below		see below		122,805		96,300			27,650		8,934
Seaport
Mr. C Seaport (d)	—	%	—	%	—		—			—		(651)
Ssäm Bar (Momofuku) (c)(e)	see below		see below		7,302		7,101			(352)		(1,392)
Strategic Developments:
Circle T Ranch and Power Center (f)	—	%	—	%	—		—			—		86
HHMK Development	50	%	50	%	10		10			—		—
KR Holdings	50	%	50	%	248		347			(98)		(22)


					385,633		373,192			12,041		7,625
Other equity investments (g)					3,953		3,953			3,755		3,724
Investments in real estate and other affiliates					$	389,586	$	377,145		$	15,796	$	11,349

(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. Refer to the discussion below for additional details.

(b)The Metropolitan Downtown Columbia was in a deficit position of $5.5 million at March 31, 2021, and $5.0 million at December 31, 2020, due to distributions from operating cash flows in excess of basis. These deficit balances are presented in Accounts payable and accrued expenses at March 31, 2021, and December 31, 2020.

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

(d)During the three months ended September 30, 2020, the Company completed the sale of its 35% equity investment in Mr. C Seaport.

(e)Bar Wayō was rebranded as Ssäm Bar. Refer to the discussion below for details.

(f)During the three months ended December 31, 2020, the Company completed the sale of its 50% equity investment in Circle T Ranch and Power Center.

(g)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.

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 variable interest entity (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 March 31, 2021, 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, 2020		$	29,114

Net income (loss) attributable to noncontrolling interest		(1,570)
Share of investee’s other comprehensive income		174
Balance as of March 31, 2021		$	27,718

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 6 - 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 had 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 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 months ended September 30, 2020. As 110 North Wacker was 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. 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 $5.0 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.

Ssäm Bar (formerly 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. Under the terms of the agreement, the Company funded 89.75% of the costs to construct the restaurant, and Momofuku contributed the remaining 10.25%. In 2021, Bar Wayō was rebranded as the Ssäm Bar.

As of March 31, 2021, and December 31, 2020, Ssäm Bar is classified as a VIE because the equity holders, as a group, lack the characteristics of a controlling financial interest. The carrying value of Ssäm Bar as of March 31, 2021, is $7.3 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 Ssäm Bar’s capital structure and the provisions for the liquidation of assets, the Company’s share of Ssäm Bar’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:


thousands	March 31, 2021		December 31, 2020
Total Assets	$	334,970	$	310,855
Total Liabilities	203,138		209,968
Total Equity	131,832		100,887


	Three Months Ended March 31,
thousands		2021		2020
Revenues (a)		$	90,873	$	39,836
Net income		32,089		10,559
Gross Margin		33,049		11,704

(a)The increase in Revenues for the Summit is due to an increase in units closed, with 19 units closing during the three months ended March 31, 2021 compared to 6 units closing during the three months ended March 31, 2020.

Fair Value (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

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

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:


	March 31, 2021											December 31, 2020
	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)
Assets:
Interest rate derivative assets	$	204		$	—		$	204		$	—	$	—		$	—		$	—		$	—

Liabilities:
Interest rate derivative liabilities	$	43,015		$	—		$	43,015		$	—	$	51,920		$	—		$	51,920		$	—

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:


		March 31, 2021				December 31, 2020
thousands	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and Restricted cash	Level 1	$	1,174,328	$	1,174,328	$	1,242,997	$	1,242,997
Accounts receivable, net (a)	Level 3	70,990		70,990		7,437		7,437
Notes receivable, net (b)	Level 3	1,300		1,300		622		622

Liabilities:
Fixed-rate debt (c)	Level 2	2,672,304		2,681,014		2,374,822		2,461,155
Variable-rate debt (c)	Level 2	1,767,218		1,767,218		1,945,344		1,945,344

(a)Accounts receivable, net is shown net of an allowance of $32.3 million at March 31, 2021, and $33.0 million at December 31, 2020. Refer to Note 1 - Summary of Significant Accounting Policies for additional information on the allowance.

(b)Notes receivable, net is shown net of an allowance of $0.1 million at March 31, 2021, and $0.2 million at December 31, 2020. Refer to Note 1 - Summary of Significant Accounting Policies for additional information on the allowance.

(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 first quarter of 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 in 2020 based on a discounted cash flow analysis using a capitalization rate of 10.0% and is shown net of transaction costs. Refer to Note 4 -Impairment for additional information.

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Summary of EPS calculations

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


	Three Months Ended March 31,
thousands except per share amounts		2021		2020
Net income (loss)
Net income (loss)		$	(68,159)	$	(125,082)
Net (income) loss attributable to noncontrolling interests		1,565		(52)
Net income (loss) attributable to common stockholders		$	(66,594)	$	(125,134)

Shares
Weighted-average common shares outstanding - basic		55,678		43,380


Weighted-average common shares outstanding - diluted		55,678		43,380

Net income (loss) per common share
Basic income (loss) per share		$	(1.20)	$	(2.88)
Diluted income (loss) per share		$	(1.20)	$	(2.88)

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Components of accounts receivable, net

The following table represents the components of Accounts Receivable, net of amounts considered uncollectible, in the accompanying Condensed Consolidated Balance Sheets:


thousands	March 31, 2021		December 31, 2020
Tenant Receivables	$	3,802	$	4,339
Straight-line rent receivables	64,605		59,288
Other receivables	2,583		3,099
Accounts receivable, net (a)	$	70,990	$	66,726

(a)As of March 31, 2021, the total reserve balance for amounts considered uncollectible was $32.3 million, comprised of $27.1 million related to ASC 842 and $5.2 million related to ASC 450. As of December 31, 2020, the total reserve balance was $33.0 million, comprised of $27.3 million related to ASC 842 and $5.7 million related to ASC 450.

Earnings Per Share (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Mar. 27, 2020	Mar. 31, 2021	Mar. 31, 2020
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
Stock options
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)				296,012	560,938
Restricted stock
Antidilutive securities excluded from computation of diluted earnings per share
Antidilutive securities excluded from computation of diluted earnings per share (in shares)				486,164	464,216

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies


1. Summary of Significant Accounting Policies

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 (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, 2020, filed with the SEC on February 25, 2021 (the Annual Report). In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and equity for the interim periods have been included. The results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, and future fiscal years.

Certain amounts in the 2020 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. Certain amounts in the 2020 condensed consolidated balance sheets have been reclassified to conform to the current presentation. Specifically, the Company reclassified straight-line rent from Prepaid expenses and other assets, net to Accounts Receivable, net.

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 The outbreak of COVID-19 in 2020 resulted in a global slowdown of economic activity including worldwide travel restrictions, prohibitions of non-essential work activities, disruption and shutdown of businesses and greater uncertainty in global financial markets, all of which resulted in COVID-19 having an impact on the Company’s financial performance in fiscal 2020, particularly the Operating Asset and Seaport segments. Many states began easing quarantine protocols near the end of the second quarter of 2020 which allowed most of the Company’s retail and hospitality properties to resume operations. While the impact of COVID-19 affected all business segments throughout 2020 and continues to impact the Company in 2021, the Company saw notable performance improvement during the second half of the 2020 that has continued throughout the first quarter of 2021.

Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to escrowed condominium deposits by buyers and other amounts related to taxes, insurance and legally restricted security deposits and leasing costs.

Accounts Receivable, net On a quarterly basis, management reviews tenant rents, tenant recoveries and straight-line rent assets for collectability. As required under Accounting Standards Codification (ASC) 842 - Leases, this analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions and changes in customer payment trends. When full collection of a lease receivable or future lease payment is not probable, a reserve for the receivable balance is charged against rental revenue and future rental revenue is recognized on a cash basis. Due to the continued impacts of COVID-19 on the collectability of tenant receivables, the Company determined full collection of outstanding tenant rents and recoveries was not probable for a number of retail tenants. In addition, the Company determined that a reserve for estimated losses under ASC 450 - Contingencies is required as the amount is probable and can be reasonably estimated.

The following table represents the components of Accounts Receivable, net of amounts considered uncollectible, in the accompanying Condensed Consolidated Balance Sheets:


thousands	March 31, 2021		December 31, 2020
Tenant Receivables	$	3,802	$	4,339
Straight-line rent receivables	64,605		59,288
Other receivables	2,583		3,099
Accounts receivable, net (a)	$	70,990	$	66,726

For the three months ended March 31, 2021, the Company recognized total expense of $0.4 million in the Consolidated Statement of Operations, comprised of a $1.0 million charge against Rental revenue related to ASC 842 and a $0.6 million reversal to the Provision for (recovery of) doubtful accounts related to ASC 450. For the three months ended March 31, 2020, the Company recognized a total impact of $3.1 million in the Consolidated Statement of Operations, comprised of a $1.4 million charge against Rental revenue related to ASC 842 and a $1.7 million charge to the Provision for (recovery of) doubtful accounts related to ASC 450.

Business Closures In the first quarter of 2020, the Company experienced closures of its Seaport retail and food and beverage assets as well as the three hotels in The Woodlands.

The Company reopened The Woodlands Resort & Conference Center in May 2020, the Embassy Suites at Hughes Landing in June 2020 and The Westin at The Woodlands in July 2020. Despite these reopenings, the Company continues to see lower occupancy, compared to levels achieved prior to the pandemic. However, with an increase in business and leisure travel during the first quarter of 2021, the performance of the Company’s hospitality assets has improved. Occupancy at the Embassy Suites at Hughes Landing increased to 63% for the three months ended March 31, 2021, compared to 55% for the three months ended December 31, 2020. Similarly, occupancy at The Westin at The Woodlands increased to 38% for the three months ended March 31, 2021, compared to 28% for the three months ended December 31, 2020. The Woodlands Resort and Conference Center continues to only operate at 55% capacity and occupancy decreased to 22% for the three months ended March 31, 2021, compared to 27% for the three months ended December 31, 2020. This reduced operating capacity and decrease in occupancy is partially due to damage from Winter Storm Uri during the first quarter of 2021.

Many of the Seaport retail and food and beverage assets resumed operations in the third quarter of 2020, on a limited basis. The 2020 Seaport summer concert series was cancelled and in its place a new concept at the Pier 17 rooftop was launched called The Greens, which continued through the end of first quarter of 2021 and is expected to return in May 2021 to compliment the summer concert series. This concept continues to generate high customer demand for the outdoor venue and will help to fulfill obligations under HHC’s sponsorship agreements.

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, Master Planned Communities (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 Interests As of March 31, 2021 and December 31, 2020, Noncontrolling interests are 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.

Financial Instruments - Credit Losses 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, 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 amortized cost basis of financing receivables, consisting primarily of MUD receivables, totaled $389.3 million as of March 31, 2021, including accrued interest of $18.7 million. There has been no material activity in the allowance for credit losses for financing receivables for the three months ended March 31, 2021.

Financing receivables are considered to be past due once they are 30 days contractually past due under the terms of the agreement. The Company does not have significant 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.

Executive Transition In December 2020, the Company announced the appointment of David R. O’Reilly as the Company’s Chief Executive Officer and the appointment of L. Jay Cross as the Company’s President. On April 8, 2021, the Company announced that Correne Loeffler has been appointed to serve as the Company's Chief Financial Officer (CFO), effective April 19, 2021. Ms. Loeffler succeeds David O'Reilly as the Company's CFO, a position that he has held since joining HHC in 2016 and has continued to hold on an interim basis since being appointed Chief Executive Officer in December 2020. Ms. Loeffler joined HHC following her role as Chief Financial Officer of Whiting Petroleum, where she managed the company’s Finance, Accounting, and Corporate Planning organizations. She also previously served as Vice President of Finance and Treasurer for the Callon Petroleum Company. In addition, she served as Callon's Interim Chief Financial Officer. Prior to that she spent over a decade at JPMorgan Securities before leaving as an Executive Director in the Corporate Client Banking group.

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 London Interbank Offered Rate (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 Accounting Standards Update (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 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.

Leases (Minimum Rent Payments Received) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Leases [Abstract]
Total minimum rent payments	$ 53,342	$ 59,099
Remainder of 2021	168,234
2022	221,619
2023	200,619
2024	188,806
2025	160,742
Thereafter	779,593
Total	$ 1,719,613

Earnings Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share


13. 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 March 31,
thousands except per share amounts		2021		2020
Net income (loss)
Net income (loss)		$	(68,159)	$	(125,082)
Net (income) loss attributable to noncontrolling interests		1,565		(52)
Net income (loss) attributable to common stockholders		$	(66,594)	$	(125,134)

Shares
Weighted-average common shares outstanding - basic		55,678		43,380


Weighted-average common shares outstanding - diluted		55,678		43,380

Net income (loss) per common share
Basic income (loss) per share		$	(1.20)	$	(2.88)
Diluted income (loss) per share		$	(1.20)	$	(2.88)

For the three months ended March 31, 2021, the diluted EPS computation excludes 296,012 shares of stock options and 486,164 shares of restricted stock because their effect is anti-dilutive. For the three months ended March 31, 2020, the diluted EPS computation excludes 560,938 shares of stock options and 464,216 shares of restricted stock because their effect is anti-dilutive.

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 (Schedule of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Rental revenue	$ 85,899	$ 92,744
Total revenues	190,580	175,175
Recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	81,438	47,534
Operating Assets revenues
Disaggregation of Revenue [Line Items]
Total revenues	96,439	114,257
Master Planned Communities revenues
Disaggregation of Revenue [Line Items]
Total revenues	48,287	50,446
Seaport revenues
Disaggregation of Revenue [Line Items]
Total revenues	7,453	9,694
Strategic Developments revenues
Disaggregation of Revenue [Line Items]
Total revenues	38,300	760
Corporate revenues
Disaggregation of Revenue [Line Items]
Total revenues	101	18
Condominium rights and unit sales
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	37,167	43
Condominium rights and unit sales \| Recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	37,167	43
Master Planned Communities land sales
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	37,477	39,732
Master Planned Communities land sales \| Recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	37,477	39,732
Builder price participation
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	6,794	7,759
Builder price participation \| Recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	6,794	7,759
Other land, rental and property revenues
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	23,243	34,897
Other land, rental and property revenues \| Recognized at a point in time and/or over time
Disaggregation of Revenue [Line Items]
Revenues from contracts with customers	$ 23,243	$ 34,897

Derivative Instruments and Hedging Activities (Impact of Financial Instruments on Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
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	$ 34,210	$ 34,448
Interest Expense
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Reclassified from AOCI into Operations	(2,973)	(1,150)
Interest Rate Swap
Effect of the Company's derivative financial instruments on the income statement
Amount of Gain (Loss) Recognized in AOCI on Derivatives	3,383	$ (32,051)
Amount of Gain (Loss) Reclassified from AOCI into Operations	$ 800

Leases (Lease Costs) (Details) - USD ($) $ in Thousands	3 Months Ended
Leases (Lease Costs) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Leases [Abstract]
Operating lease cost	$ 2,181	$ 2,179
Variable lease costs	114	158
Net lease cost	$ 2,295	$ 2,337

Summary of Significant Accounting Policies (Accounts Receivable, Net) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 70,990	$ 66,726
Reserve for uncollectible amounts	32,300	33,000
Reserve for uncollectible amounts under ASC 842	27,100	27,300
Reserve for uncollectible amounts under ASC 450		5,700
Collectibility of receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Reserve for uncollectible amounts under ASC 450	5,200
Tenant Receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	3,802	4,339
Straight-line rent receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	64,605	59,288
Other receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 2,583	$ 3,099

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Investment in real estate:
Master Planned Communities assets	$ 1,714,092	$ 1,687,519
Buildings and equipment	4,137,760	4,115,493
Less: accumulated depreciation	(677,202)	(634,064)
Land	363,447	363,447
Developments	1,263,571	1,152,674
Net property and equipment	6,801,668	6,685,069
Investment in real estate and other affiliates	389,586	377,145
Net investment in real estate	7,191,254	7,062,214
Net investment in lease receivable	2,919	2,926
Cash and cash equivalents	975,784	1,014,686
Restricted cash	198,544	228,311
Accounts receivable, net	70,990	66,726
Municipal Utility District receivables, net	332,040	314,394
Notes receivable, net	1,300	622
Deferred expenses, net	110,362	112,097
Operating lease right-of-use assets, net	55,412	56,255
Prepaid expenses and other assets, net	215,557	282,101
Total assets	9,154,162	9,140,332
LIABILITIES
Mortgages, notes and loans payable, net	4,395,187	4,287,369
Operating lease obligations	68,460	68,929
Deferred tax liabilities	168,157	187,639
Accounts payable and accrued expenses	833,373	852,258
Total liabilities	5,465,177	5,396,195
Commitments and Contingencies (see Note 9)
Redeemable noncontrolling interest	27,718	29,114
EQUITY
Preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued	0	0
Common stock: $0.01 par value; 150,000,000 shares authorized, 56,178,233 issued and 55,107,675 outstanding as of March 31, 2021, 56,042,814 shares issued and 54,972,256 outstanding as of December 31, 2020	563	562
Additional paid-in capital	3,952,537	3,947,278
Accumulated deficit	(139,150)	(72,556)
Accumulated other comprehensive loss	(31,017)	(38,590)
Treasury stock, at cost, 1,070,558 shares as of March 31, 2021, and 1,070,558 shares as of December 31, 2020	(122,091)	(122,091)
Total stockholders' equity	3,660,842	3,714,603
Noncontrolling interests	425	420
Total equity	3,661,267	3,715,023
Total liabilities and equity	$ 9,154,162	$ 9,140,332

Summary of Significant Accounting Policies (Narrative) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)	Dec. 31, 2020	Mar. 31, 2020 USD ($) hotel
Financing Receivable, Allowance for Credit Loss [Line Items]
Amortized cost basis of financing receivables	$ 389.3
Accrued interest on financing receivables	$ 18.7
Financing receivable threshold period past due	30 days
COVID-19
Financing Receivable, Allowance for Credit Loss [Line Items]
Total provision for operating leases	$ 0.4		$ 3.1
ASC 842 provision for operating leases	1.0		$ 1.4
Number of hotels closed \| hotel			3
COVID-19 \| Collectibility of receivables
Financing Receivable, Allowance for Credit Loss [Line Items]
ASC 450 provision (recovery) for operating leases	$ (0.6)		$ 1.7
COVID-19 \| Embassy Suites at Hughes Landing
Financing Receivable, Allowance for Credit Loss [Line Items]
Occupancy percentage	63.00%	55.00%
COVID-19 \| Westin at The Woodlands
Financing Receivable, Allowance for Credit Loss [Line Items]
Occupancy percentage	38.00%	28.00%
COVID-19 \| The Woodlands Resort and Conference Center
Financing Receivable, Allowance for Credit Loss [Line Items]
Occupancy percentage	22.00%	27.00%
Operating percentage of capacity	55.00%

Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Summary of AOCI

The following tables summarize changes in accumulated other comprehensive income (AOCI) by component, all of which are presented net of tax:


thousands

















Balance as of December 31, 2020	$	(38,590)
Other comprehensive income (loss) before reclassifications	3,383
(Gain) loss reclassified from accumulated other comprehensive loss to net income	2,973

Share of investee’s other comprehensive income, net of tax of $346	1,217


Net current-period other comprehensive loss	7,573
Balance as of March 31, 2021	$	(31,017)

Balance as of December 31, 2019	$	(29,372)
Other comprehensive income (loss) before reclassifications	(32,051)
(Gain) loss reclassified from accumulated other comprehensive loss to net income	1,150




Net current-period other comprehensive loss	(30,901)
Balance as of March 31, 2020	$	(60,273)

Summary of the amounts reclassified out of AOCI

The following table summarizes the amounts reclassified out of AOCI:


Accumulated Other Comprehensive Income (Loss) Components		Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
	Three Months Ended March 31,			Affected line items in the Statements of Operations
thousands		2021					2020
(Gains) losses on cash flow hedges		$	3,801		$	1,407	Interest expense
Income taxes on (gains) losses on cash flow hedges		(828)			(257)		Provision for income taxes
Total reclassifications of (income) loss, net of tax for the period		$	2,973		$	1,150

Fair Value (Assets and Liabilities Measured on a Recurring Basis) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate derivative assets	$ 204	$ 0
Interest rate derivative liabilities	43,015	51,920
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate derivative assets	204	0
Interest rate derivative liabilities	43,015	51,920
Interest Rate Swap \| Fair Value Measurements Using 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 assets	0	0
Interest rate derivative liabilities	0	0
Interest Rate Swap \| Fair Value Measurements Using Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate derivative assets	204	0
Interest rate derivative liabilities	43,015	51,920
Interest Rate Swap \| Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate derivative assets	0	0
Interest rate derivative liabilities	$ 0	$ 0

Derivative Instruments and Hedging Activities (Narrative) (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021 USD ($) settled_derivative	Dec. 31, 2020 USD ($) settled_derivative
Derivative [Line Items]
Interest rate swap agreements settled \| settled_derivative	0	0
Derivative liability fair value gross	$ 43,015	$ 51,920
Interest Rate Swap
Derivative [Line Items]
Reduction in interest expense	800
Interest Rate Swap \| Designated as Hedging Instrument
Derivative [Line Items]
Loss on derivative expected amount to be reclassified	26,000
Credit Risk Contract
Derivative [Line Items]
Derivative liability fair value gross	$ 45,000	$ 54,600

Warrants

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Warrants


11. 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, and will expire on October 2, 2022.

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. The Weinreb Warrant expires June 15, 2023, and the Herlitz Warrant expires October 3, 2023. The purchase prices paid by the respective executives for the O’Reilly Warrant, the Weinreb Warrant and the Herlitz Warrant, which qualify as equity instruments, are included within Additional paid-in capital in the Condensed Consolidated Balance Sheets at March 31, 2021, and December 31, 2020.

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. The warrant expiration dates remain unchanged. Neither of these warrants have been exercised as of March 31, 2021.

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

3 Months Ended

Mar. 31, 2021

Mar. 31, 2020

Statement of Comprehensive Income [Abstract]

Net income (loss)

$ (68,159)

$ (125,082)

Other comprehensive income (loss):

Interest rate swaps

^[1]

6,356

(30,901)

Share of investee’s other comprehensive income

^[2]

1,217

Other comprehensive income (loss)

7,573

(30,901)

Comprehensive income (loss)

(60,586)

(155,983)

Comprehensive income (loss) attributable to noncontrolling interests

1,565

(52)

Comprehensive income (loss) attributable to common stockholders

$ (59,021)

$ (156,035)

[1]	Amounts are shown net of deferred tax expense of $1.8 million for the three months ended March 31, 2021, and a deferred tax benefit of $7.1 million for the three months ended March 31, 2020.
[2]	The amount for 2021 is shown net of deferred tax expense of $0.3 million.

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
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+ Details

- Definition

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

+ References

+ Details

Real Estate and Other Affiliates (Changes in Redeemable Noncontrolling Interest) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Increase (Decrease) in Temporary Equity [Roll Forward]
Balance at the beginning of the period	$ 29,114
Net income (loss) attributable to noncontrolling interest	(1,570)
Share of investee’s other comprehensive income	174
Balance at the end of the period	$ 27,718

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	56,178,233	56,042,814
Common stock, shares outstanding (in shares)	55,107,675	54,972,256
Treasury stock (in shares)	1,070,558	1,070,558

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	May 03, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-34856
Entity Registrant Name	THE HOWARD HUGHES CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4673192
Entity Address, Address Line One	9950 Woodloch Forest Drive
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	(281)
Local Phone Number	719-6100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	HHC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding (in shares)		55,110,200
Entity Central Index Key	0001498828
Document Fiscal Period Focus	Q1
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021

Mortgages, Notes and Loans Payable, Net (Borrowings Activity) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 28, 2021	Mar. 31, 2021	Mar. 31, 2020
Notes And Loans Payable [Roll Forward]
Balance at December 31, 2020		$ 4,287,369
Issuances/Borrowings		1,402,869	$ 256,770
Repayments/Redemptions		(1,283,512)	$ (5,115)
Deferred financing costs, net		(11,540)
Balance at March 31, 2021		$ 4,395,187
Victoria Place
Notes And Loans Payable [Roll Forward]
Interest Rate		5.25%
Issuances/Borrowings		$ 42,718
1201 Lake Robbins
Notes And Loans Payable [Roll Forward]
Interest Rate		2.49%
Repayments/Redemptions	$ (280,300)	$ (273,070)
The Woodlands Warehouse
Notes And Loans Payable [Roll Forward]
Interest Rate		2.49%
Repayments/Redemptions		$ (7,230)
Existing mortgages, notes and loans payable
Notes And Loans Payable [Roll Forward]
Issuances/Borrowings		60,152
Repayments/Redemptions		$ (3,212)
Senior Notes \| Senior Notes due 2029
Notes And Loans Payable [Roll Forward]
Interest Rate		4.13%
Issuances/Borrowings		$ 650,000
Senior Notes \| Senior Notes due 2031
Notes And Loans Payable [Roll Forward]
Interest Rate		4.38%
Issuances/Borrowings		$ 650,000
Senior Notes \| Senior Notes due 2025
Notes And Loans Payable [Roll Forward]
Interest Rate		5.38%
Repayments/Redemptions		$ (1,000,000)

Impairment

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Impairment


4. 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. No impairment charges were recorded during the three months ended March 31, 2021.

During the first quarter of 2020, the Company recorded a $48.7 million impairment charge for Outlet Collection at Riverwalk which was included in Provision for impairment on the Condensed Consolidated Statements of Operations. The Outlet Collection at Riverwalk is 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.

Each investment in real estate and other affiliates discussed in Note 2 - Real Estate and Other Affiliates is evaluated periodically for recoverability and valuation declines that are other-than-temporary. If the decrease in value of an investment in a real estate and other affiliate is deemed to be other-than-temporary, the investment in such real estate and other affiliates is reduced to its estimated fair value. No impairment charges were recorded for Investment in real estate and other affiliates during the three months ended March 31, 2021 and 2020.

The Company periodically evaluates its strategic alternatives with respect to each property and may revise the strategy from time to time, including the intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, the Company may decide to sell property that is held for use, which may result in impairment charges if the current fair value of the property does not support the carrying amount. As a result, changes in strategy could result in impairment charges in future periods.

Mortgages, Notes and Loans Payable, Net (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Summary and activity for mortgages, notes and loans payable

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


thousands	March 31, 2021		December 31, 2020
Fixed-rate debt:
Unsecured 5.375% Senior Notes due 2025	$	—	$	1,000,000
Unsecured 5.375% Senior Notes due 2028	750,000		750,000
Unsecured 4.125% Senior Notes due 2029	650,000		—
Unsecured 4.375% Senior Notes due 2031	650,000		—
Secured mortgages, notes and loans payable	588,203		590,517
Special Improvement District bonds	34,101		34,305
Variable-rate debt:
Mortgages, notes and loans payable (a)	1,767,218		1,945,344
Unamortized bond discounts	—		(4,355)
Unamortized deferred financing costs (b)	(44,335)		(28,442)
Total mortgages, notes and loans payable, net	$	4,395,187	$	4,287,369

(a)As of March 31, 2021, $650.5 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. As of December 31, 2020, $649.9 million of variable‑rate debt had been swapped to a fixed rate for the term of the related debt. As of March 31, 2021, $117.7 million of variable rate debt was capped at a maximum interest rate. As of December 31, 2020, $75.0 million of variable-rate debt was capped at a maximum interest rate. See Note 8 - 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).

The Company’s borrowing activity is summarized as follows:


thousands	Initial / Extended Maturity (a)	Interest Rate			Carrying Value
Balance at December 31, 2020					$	4,287,369
Issuances:
Senior Notes due 2029	February 2029	4.13	%	(c)	650,000
Senior Notes due 2031	February 2031	4.38	%	(c)	650,000

Borrowings:
Victoria Place	September 2024/September 2026	5.25	%	(b),(d)	42,718




Draws on existing mortgages, notes and loans payable					60,152
Repayments:

1201 Lake Robbins	June 2021	2.49	%	(b),(e)	(273,070)
The Woodlands Warehouse	June 2021	2.49	%	(b),(e)	(7,230)



Repayments on existing mortgages, notes and loans payable					(3,212)
Redemptions
Senior Notes due 2025	March 2025	5.38	%	(e)	(1,000,000)
Other:

Deferred financing costs, net					(11,540)
Balance at March 31, 2021					$	4,395,187

(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 0.11%, 0.19% and 3.25%, respectively, at March 31, 2021. Interest rates associated with loans which have been paid off reflect the interest rate at December 31, 2020.

(c)In February 2021, the Company issued $650 million in 4.125% Senior Notes due 2029 and $650 million in 4.375% Senior Notes due 2031. These notes will pay interest semi-annually in February and August of each year, beginning in August 2021. These notes will be unsecured senior obligations of the Company and will be guaranteed by certain subsidiaries of the Company.

(d)In March 2021, the Company closed on a $368.2 million construction loan for the development of Victoria Place in Ward Village. The loan bears interest at one-month LIBOR plus 5.00%, subject to a LIBOR cap of 2.00% and a LIBOR floor of 0.25%, with an initial maturity of September 2024 and 2 one-year extension options. Concurrent with the funding of the loan, the Company entered into interest rate cap agreements with a total notional amount of $368.2 million and interest rate of 2.00%.

(e)The Company used the net proceeds from the February 2021 issuance of Senior Notes due 2029 and 2031, as well as available cash on hand, as follows: (1) repurchased its $1.0 billion 5.375% Senior Notes due 2025; resulting in a $35.1 million loss on extinguishment of debt and (2) repaid $280.3 million outstanding under its loans for 1201 Lake Robbins and The Woodlands Warehouse maturing June 2021, resulting in a $10.0 million loss on the settlement of the rate-lock agreement associated with these loans.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 210
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-Paragraph 1
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+ Details

Revenues (Schedule of Remaining Unsatisfied Performance Obligations) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, cancellation period	30 days
Remaining performance obligation	$ 1,900,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 725,912
Remaining performance obligation, expected timing of satisfaction period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 528,989
Remaining performance obligation, expected timing of satisfaction period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 685,474
Remaining performance obligation, expected timing of satisfaction period

Segments (Summary of Assets by Segment and Reconciliation of Segment Assets to Total Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Reconciliation of total segment assets to total assets
Assets	$ 9,154,162	$ 9,140,332
Operating segments
Reconciliation of total segment assets to total assets
Assets	8,372,305	8,278,491
Operating segments \| Operating Assets Segment
Reconciliation of total segment assets to total assets
Assets	3,895,742	3,936,119
Operating segments \| MPC Segment
Reconciliation of total segment assets to total assets
Assets	2,346,687	2,285,896
Operating segments \| Seaport Segment
Reconciliation of total segment assets to total assets
Assets	946,893	924,245
Operating segments \| Strategic Developments Segment
Reconciliation of total segment assets to total assets
Assets	1,182,983	1,132,231
Corporate
Reconciliation of total segment assets to total assets
Assets	$ 781,857	$ 861,841

- Definition

+ References

+ Details

Fair Value

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value


7. 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 hierarchical 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:


	March 31, 2021											December 31, 2020
	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)
Assets:
Interest rate derivative assets	$	204		$	—		$	204		$	—	$	—		$	—		$	—		$	—

Liabilities:
Interest rate derivative liabilities	$	43,015		$	—		$	43,015		$	—	$	51,920		$	—		$	51,920		$	—

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

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


		March 31, 2021				December 31, 2020
thousands	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and Restricted cash	Level 1	$	1,174,328	$	1,174,328	$	1,242,997	$	1,242,997
Accounts receivable, net (a)	Level 3	70,990		70,990		7,437		7,437
Notes receivable, net (b)	Level 3	1,300		1,300		622		622

Liabilities:
Fixed-rate debt (c)	Level 2	2,672,304		2,681,014		2,374,822		2,461,155
Variable-rate debt (c)	Level 2	1,767,218		1,767,218		1,945,344		1,945,344

(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 6 - Mortgages, Notes and Loans Payable, Net for additional information. 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 first quarter of 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

- Definition

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

+ References + Details

Mortgages, Notes and Loans Payable, Net (Borrowings Activity, Footnotes) (Details)	1 Months Ended	3 Months Ended
	Feb. 28, 2021 USD ($)	Mar. 31, 2021 USD ($) extention_option	Mar. 31, 2020 USD ($)	Dec. 31, 2020
Debt Instrument [Line Items]
Interest rate		2.00%
Loss on extinguishment of debt		$ 35,915,000	$ 0
Repayments		1,283,512,000	$ 5,115,000
Interest rate cap
Debt Instrument [Line Items]
Notional amount		368,200,000
1201 Lake Robbins
Debt Instrument [Line Items]
Repayments	$ 280,300,000	273,070,000
Loss on settlement of rate-lock agreement	10,000,000.0
Construction Loans \| Victoria Place
Debt Instrument [Line Items]
Face amount		$ 368,200,000
Number of extension options \| extention_option		2
Term of extension option		1 year
Senior Notes due 2029 \| Senior Notes
Debt Instrument [Line Items]
Face amount	$ 650,000,000
Interest rate (as a percent)	4.125%	4.125%
Senior Notes due 2031 \| Senior Notes
Debt Instrument [Line Items]
Face amount	$ 650,000,000
Interest rate (as a percent)	4.375%	4.375%
Senior Notes due 2025 \| Senior Notes
Debt Instrument [Line Items]
Interest rate (as a percent)	5.375%			5.375%
Repurchased, face amount	$ 1,000,000,000.0
Loss on extinguishment of debt	$ 35,100,000
Repayments		$ 1,000,000,000
One-month LIBOR
Debt Instrument [Line Items]
Interest rate margin (as a percent)		0.11%
Three-month LIBOR
Debt Instrument [Line Items]
Interest rate margin (as a percent)		0.19%
Prime rate
Debt Instrument [Line Items]
Interest rate margin (as a percent)		3.25%
LIBOR \| Construction Loans \| Victoria Place
Debt Instrument [Line Items]
Interest rate margin (as a percent)		5.00%
Variable rate cap		2.00%
Variable rate floor		0.25%

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

3 Months Ended

Mar. 31, 2021

Mar. 31, 2020

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

Balance at the beginning of the period

$ 3,715,023

$ 3,332,988

Other comprehensive income (loss) before reclassifications

3,383

(32,051)

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

2,973

1,150

Share of investee’s other comprehensive income, net of tax of $346

^[1]

1,217

Net current-period other comprehensive loss

7,573

(30,901)

Balance at the end of the period

3,661,267

3,772,598

Share of investee's other comprehensive income, tax expense

346

AOCI Attributable to Parent

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

Balance at the beginning of the period

(38,590)

(29,372)

Share of investee’s other comprehensive income, net of tax of $346

1,217

Balance at the end of the period

$ (31,017)

$ (60,273)

[1]	The amount for 2021 is shown net of deferred tax expense of $0.3 million.

- Definition

+ References

+ Details

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2021
Accounting Policies [Abstract]
Restricted Cash	Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to escrowed condominium deposits by buyers and other amounts related to taxes, insurance and legally restricted security deposits and leasing costs.
Use of Estimates	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, Master Planned Communities (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.
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 London Interbank Offered Rate (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 Accounting Standards Update (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 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.

Segments (Summary of Segment Operating Results) (Details) ft² in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) ft² segment location	Mar. 31, 2020 USD ($)
Segments reporting
Number of reportable segments \| segment	4
Total revenues	$ 190,580,000	$ 175,175,000
Depreciation and amortization	(49,308,000)	(61,637,000)
Other income (loss), net	(10,308,000)	(3,684,000)
Equity in earnings (losses) from real estate and other affiliates	15,796,000	11,349,000
Gain (loss) on extinguishment of debt	(35,915,000)	0
Gain (loss) on sale or disposal of real estate and other assets, net	0	38,124,000
Provision for impairment	0	(48,738,000)
Income (loss) before taxes	(89,364,000)	(159,182,000)
Net income (loss)	(68,159,000)	(125,082,000)
Net (income) loss attributable to noncontrolling interests	1,565,000	(52,000)
Net income (loss) attributable to common stockholders	(66,594,000)	(125,134,000)
Operating segments
Segments reporting
Total revenues	190,479,000	175,157,000
Total operating expenses	(142,630,000)	(194,572,000)
Segment operating income (loss)	47,849,000	(19,415,000)
Depreciation and amortization	(48,156,000)	(59,816,000)
Interest income (expense), net	(7,040,000)	(20,761,000)
Other income (loss), net	(10,434,000)	(3,802,000)
Equity in earnings (losses) from real estate and other affiliates	15,796,000	11,349,000
Gain (loss) on extinguishment of debt	(836,000)
Gain (loss) on sale or disposal of real estate and other assets, net		38,124,000
Provision for impairment		(48,738,000)
Income (loss) before taxes	(2,821,000)	(103,059,000)
Corporate
Segments reporting
Corporate income, expenses and other items	(65,338,000)	(22,023,000)
Operating Assets Segment
Segments reporting
Total revenues	96,439,000	114,257,000
Operating Assets Segment \| Operating segments
Segments reporting
Total revenues	96,439,000	114,257,000
Total operating expenses	(47,234,000)	(52,240,000)
Segment operating income (loss)	49,205,000	62,017,000
Depreciation and amortization	(39,651,000)	(37,089,000)
Interest income (expense), net	(19,000,000)	(26,193,000)
Other income (loss), net	(10,098,000)	(59,000)
Equity in earnings (losses) from real estate and other affiliates	(11,404,000)	4,394,000
Gain (loss) on extinguishment of debt	(836,000)
Gain (loss) on sale or disposal of real estate and other assets, net		38,124,000
Provision for impairment		(48,738,000)
Income (loss) before taxes	(31,784,000)	(7,544,000)
Operating Assets Segment \| Operating segments \| Hospitality Revenue
Segments reporting
Total revenues	7,700,000	17,200,000
Total operating expenses	(7,900,000)	(12,900,000)
MPC Segment
Segments reporting
Total revenues	48,287,000	50,446,000
MPC Segment \| Operating segments
Segments reporting
Total revenues	48,287,000	50,446,000
Total operating expenses	(23,267,000)	(23,722,000)
Segment operating income (loss)	25,020,000	26,724,000
Depreciation and amortization	(72,000)	(91,000)
Interest income (expense), net	10,757,000	8,554,000
Other income (loss), net	0	0
Equity in earnings (losses) from real estate and other affiliates	27,650,000	8,934,000
Gain (loss) on extinguishment of debt	0
Gain (loss) on sale or disposal of real estate and other assets, net		0
Provision for impairment		0
Income (loss) before taxes	$ 63,355,000	44,121,000
Seaport Segment
Segments reporting
Area of real estate property (in sqft) \| ft²	453
Number of primary locations \| location	3
Operating locations \| location	2
Total revenues	$ 7,453,000	9,694,000
Seaport Segment \| Operating segments
Segments reporting
Total revenues	7,453,000	9,694,000
Total operating expenses	(12,506,000)	(14,311,000)
Segment operating income (loss)	(5,053,000)	(4,617,000)
Depreciation and amortization	(6,835,000)	(20,875,000)
Interest income (expense), net	102,000	(5,053,000)
Other income (loss), net	(336,000)	(3,368,000)
Equity in earnings (losses) from real estate and other affiliates	(352,000)	(2,043,000)
Gain (loss) on extinguishment of debt	0
Gain (loss) on sale or disposal of real estate and other assets, net		0
Provision for impairment		0
Income (loss) before taxes	$ (12,474,000)	(35,956,000)
Seaport Segment \| Tin Building
Segments reporting
Area of real estate property (in sqft) \| ft²	53
Strategic Developments Segment
Segments reporting
Total revenues	$ 38,300,000	760,000
Strategic Developments Segment \| Operating segments
Segments reporting
Total revenues	38,300,000	760,000
Total operating expenses	(59,623,000)	(104,299,000)
Segment operating income (loss)	(21,323,000)	(103,539,000)
Depreciation and amortization	(1,598,000)	(1,761,000)
Interest income (expense), net	1,101,000	1,931,000
Other income (loss), net	0	(375,000)
Equity in earnings (losses) from real estate and other affiliates	(98,000)	64,000
Gain (loss) on extinguishment of debt	0
Gain (loss) on sale or disposal of real estate and other assets, net		0
Provision for impairment		0
Income (loss) before taxes	$ (21,918,000)	$ (103,680,000)

Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes


10. 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 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. The effective tax rate, based upon actual operating results, was 23.7% for the three months ended March 31, 2021, compared to 21.4% for the three months ended March 31, 2020.

- Definition

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

Segments

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Segments


16. 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 developed or acquired retail, office, hospitality and multi-family properties along with other real estate investments. These properties are currently generating revenues and may be redeveloped, repositioned, or sold 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 – 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, 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 March 31, 2021
Total revenues	$	96,439	$	48,287	$	7,453	$	38,300	$	190,479
Total operating expenses	(47,234)		(23,267)		(12,506)		(59,623)		(142,630)
Segment operating income (loss)	49,205		25,020		(5,053)		(21,323)		47,849
Depreciation and amortization	(39,651)		(72)		(6,835)		(1,598)		(48,156)
Interest income (expense), net	(19,000)		10,757		102		1,101		(7,040)
Other income (loss), net	(10,098)		—		(336)		—		(10,434)
Equity in earnings (losses) from real estate and other affiliates	(11,404)		27,650		(352)		(98)		15,796



Gain (loss) on extinguishment of debt	(836)		—		—		—		(836)

Segment EBT	$	(31,784)	$	63,355	$	(12,474)	$	(21,918)	$	(2,821)
Corporate income, expenses and other items									(65,338)
Net income (loss)									(68,159)
Net (income) loss attributable to noncontrolling interests									1,565
Net income (loss) attributable to common stockholders									$	(66,594)

Three Months Ended March 31, 2020
Total revenues	$	114,257	$	50,446	$	9,694	$	760	$	175,157
Total operating expenses	(52,240)		(23,722)		(14,311)		(104,299)		(194,572)
Segment operating income (loss)	62,017		26,724		(4,617)		(103,539)		(19,415)
Depreciation and amortization	(37,089)		(91)		(20,875)		(1,761)		(59,816)
Interest income (expense), net	(26,193)		8,554		(5,053)		1,931		(20,761)
Other income (loss), net	(59)		—		(3,368)		(375)		(3,802)
Equity in earnings (losses) from real estate and other affiliates	4,394		8,934		(2,043)		64		11,349
Gain (loss) on sale or disposal of real estate and other assets, net	38,124		—		—		—		38,124



Provision for impairment	(48,738)		—		—		—		(48,738)
Segment EBT	$	(7,544)	$	44,121	$	(35,956)	$	(103,680)	$	(103,059)
Corporate income, expenses and other items									(22,023)
Net income (loss)									(125,082)
Net (income) loss attributable to noncontrolling interests									(52)
Net income (loss) attributable to common stockholders									$	(125,134)

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:


thousands	March 31, 2021		December 31, 2020
Operating Assets	$	3,895,742	$	3,936,119
Master Planned Communities	2,346,687		2,285,896
Seaport	946,893		924,245
Strategic Developments	1,182,983		1,132,231
Total segment assets	8,372,305		8,278,491
Corporate	781,857		861,841
Total assets	$	9,154,162	$	9,140,332

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
REVENUES
Rental revenue	$ 85,899,000	$ 92,744,000
Total revenues	190,580,000	175,175,000
EXPENSES
Operating costs	58,598,000	64,606,000
Rental property real estate taxes	13,991,000	13,578,000
Provision for (recovery of) doubtful accounts	(578,000)	1,701,000
Development-related marketing costs	1,644,000	2,816,000
General and administrative	21,766,000	39,081,000
Depreciation and amortization	49,308,000	61,637,000
Total expenses	215,348,000	298,106,000
OTHER
Provision for impairment	0	(48,738,000)
Gain (loss) on sale or disposal of real estate and other assets, net	0	38,124,000
Other income (loss), net	(10,308,000)	(3,684,000)
Total other	(10,308,000)	(14,298,000)
Operating income (loss)	(35,076,000)	(137,229,000)
Interest income	41,000	1,146,000
Interest expense	(34,210,000)	(34,448,000)
Gain (loss) on extinguishment of debt	(35,915,000)	0
Equity in earnings (losses) from real estate and other affiliates	15,796,000	11,349,000
Income (loss) before taxes	(89,364,000)	(159,182,000)
Provision (benefit) for income taxes	(21,205,000)	(34,100,000)
Net income (loss)	(68,159,000)	(125,082,000)
Net (income) loss attributable to noncontrolling interests	1,565,000	(52,000)
Net income (loss) attributable to common stockholders	$ (66,594,000)	$ (125,134,000)
Basic income (loss) per share (in dollars per share)	$ (1.20)	$ (2.88)
Diluted income (loss) per share (in dollars per share)	$ (1.20)	$ (2.88)
Condominium rights and unit sales
REVENUES
Revenues from contracts with customers	$ 37,167,000	$ 43,000
EXPENSES
Cost of sales	54,968,000	97,901,000
Master Planned Communities land sales
REVENUES
Revenues from contracts with customers	37,477,000	39,732,000
EXPENSES
Cost of sales	15,651,000	16,786,000
Other land, rental and property revenues
REVENUES
Revenues from contracts with customers	23,243,000	34,897,000
Builder price participation
REVENUES
Revenues from contracts with customers	$ 6,794,000	$ 7,759,000

Accumulated Other Comprehensive Income (Summary of Amounts Reclassified Out of AOCI) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Reclassifications out of accumulated other comprehensive income (loss)
(Gains) losses on cash flow hedges	$ 34,210	$ 34,448
Income taxes on (gains) losses on cash flow hedges	(21,205)	(34,100)
Total reclassifications of (income) loss, net of tax for the period	68,159	125,082
Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Reclassifications out of accumulated other comprehensive income (loss)
Total reclassifications of (income) loss, net of tax for the period	2,973	1,150
Accumulated Other Comprehensive Income (Loss) Components \| Amounts reclassified from Accumulated Other Comprehensive Income (Loss)
Reclassifications out of accumulated other comprehensive income (loss)
(Gains) losses on cash flow hedges	3,801	1,407
Income taxes on (gains) losses on cash flow hedges	$ (828)	$ (257)

- Definition

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

+ References + Details

- Definition

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

+ References

+ Details

Derivative Instruments and Hedging Activities (Summary of the Notional Amount and Fair Value of Derivatives) (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) derivative_instrument	Dec. 31, 2020 USD ($)	Jun. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)
Fair value of derivative instruments
Fixed interest rate	2.00%
Total fair value derivative assets	$ 204,000	$ 0
Total fair value derivative liabilities	(43,015,000)	(51,920,000)
Total fair value derivatives, net	(42,811,000)	(51,920,000)
Construction Loans \| 8770 New Trails
Fair value of derivative instruments
Face amount			$ 35,500,000
$700 Million loan due 2023
Fair value of derivative instruments
Face amount				$ 700,000,000.0
$700 Million loan due 2023 \| Term loan
Fair value of derivative instruments
Face amount	$ 615,000,000.0	615,000,000.0		$ 615,000,000.0	$ 615,000,000.0
Interest rate cap \| Derivative instruments not designated as hedging instruments
Fair value of derivative instruments
Number of new derivative instruments \| derivative_instrument	2
Fixed Interest Rate 2.00%, Maturing September 2023 \| Interest rate cap \| Derivative instruments not designated as hedging instruments \| Prepaid Expenses and Other Current Assets
Fair value of derivative instruments
Notional amount, asset	$ 285,000,000
Fixed interest rate	2.00%
Total fair value derivative assets	$ 157,000	0
Fixed Interest Rate 2.00%, Maturing September 2023 \| Interest rate cap \| Derivative instruments not designated as hedging instruments \| Prepaid Expenses and Other Current Assets
Fair value of derivative instruments
Notional amount, asset	$ 83,200,000
Fixed interest rate	2.00%
Total fair value derivative assets	$ 46,000	0
Fixed Interest Rate 5.00%, Maturing October 2022 \| Interest rate cap \| Derivative instruments not designated as hedging instruments \| Prepaid Expenses and Other Current Assets
Fair value of derivative instruments
Notional amount, asset	$ 75,000,000
Fixed interest rate	5.00%
Total fair value derivative assets	$ 1,000	0
Fixed Interest Rate 2.96%, Maturing September 2023 \| Interest Rate Swap \| Derivative instruments designated as hedging instruments \| Accounts Payable and Accrued Liabilities
Fair value of derivative instruments
Notional amount, liability	$ 615,000,000
Fixed interest rate	2.96%
Total fair value derivative liabilities	$ (40,432,000)	(46,613,000)
Fixed Interest Rate 4.89%, Maturing January 2032 \| Interest Rate Swap \| Derivative instruments designated as hedging instruments \| Accounts Payable and Accrued Liabilities
Fair value of derivative instruments
Notional amount, liability	$ 35,487,000
Fixed interest rate	4.89%
Total fair value derivative liabilities	$ (2,583,000)	$ (5,307,000)

Leases (Other Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Leases [Abstract]
Operating cash flows on operating leases	$ 1,807	$ 1,796
Weighted-average remaining lease term (years)
Operating leases	37 years 2 months 12 days	37 years 1 month 6 days
Operating leases
Operating leases	7.80%	7.80%

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

Total

Total Stockholders' Equity

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive (Loss) Income

Treasury Stock

Noncontrolling Interests

^[1]

Cumulative Effect, Period of Adoption, Adjustment

Total Stockholders' Equity

Cumulative Effect, Period of Adoption, Adjustment

Accumulated Deficit

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

$ 3,148,133

$ 437

$ 3,343,983

$ (46,385)

$ (29,372)

$ (120,530)

$ 184,855

$ (18)

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

(1,050,260)

Increase (Decrease) in Stockholders' Equity

Net income (loss)

(125,082)

(125,134)

Interest rate swaps, net of tax

(30,901)

^[2]

(30,901)

Share of investee’s other comprehensive income

^[3]

Common stock issued (in shares)

12,270,900

Issuance of common shares

593,698

$ 123

593,575

Stock plan activity (in shares)

82,470

Stock plan activity

1,913

$ 1

1,912

Balance at the end of the period (in shares) at Mar. 31, 2020

55,989,263

Balance at the end of the period at Mar. 31, 2020

3,772,598

3,587,691

$ 561

3,939,470

(171,537)

(60,273)

$ (120,530)

184,907

Balance at the end of the period (in shares) at Mar. 31, 2020

(1,050,260)

Balance at the beginning of the period (in shares) at Dec. 31, 2020

56,042,814

Balance at the beginning of the period at Dec. 31, 2020

3,715,023

3,714,603

$ 562

3,947,278

(72,556)

(38,590)

$ (122,091)

420

Balance at the beginning of the period (in shares) at Dec. 31, 2020

(1,070,558)

Increase (Decrease) in Stockholders' Equity

Net income (loss) excluding $1,570 attributable to redeemable noncontrolling interest

(66,589)

(66,594)

Net income (loss)

(68,159)

Interest rate swaps, net of tax

6,356

^[2]

6,356

Share of investee’s other comprehensive income

1,217

^[3]

1,217

Issuance of common shares

(5)

Stock plan activity (in shares)

135,419

Stock plan activity

5,265

$ 1

5,264

Balance at the end of the period (in shares) at Mar. 31, 2021

56,178,233

Balance at the end of the period at Mar. 31, 2021

$ 3,661,267

$ 3,660,842

$ 563

$ 3,952,537

$ (139,150)

$ (31,017)

$ (122,091)

$ 425

Balance at the end of the period (in shares) at Mar. 31, 2021

(1,070,558)

[1]	(a) The three months ended March 31, 2021 excludes redeemable noncontrolling interest, which is reflected in temporary equity. See Note 2 - Real Estate and Other Affiliates.
[2]	Amounts are shown net of deferred tax expense of $1.8 million for the three months ended March 31, 2021, and a deferred tax benefit of $7.1 million for the three months ended March 31, 2020.
[3]	The amount for 2021 is shown net of deferred tax expense of $0.3 million.

Mortgages, Notes and Loans Payable, Net (Summary of Mortgages, Notes and Loans Payable) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Feb. 28, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Mortgages, notes and loans payable	$ 1,767,218		$ 1,945,344
Unamortized bond discounts	0		(4,355)
Unamortized deferred financing costs	(44,335)		(28,442)
Total mortgages, notes and loans payable, net	4,395,187		4,287,369
Secured mortgages, notes and loans payable
Debt Instrument [Line Items]
Fixed-rate debt	588,203		590,517
Amount of variable-rate debt swapped to fixed rate	650,500		649,900
Special Improvement District bonds
Debt Instrument [Line Items]
Fixed-rate debt	34,101		$ 34,305
Senior Notes due 2025 \| Senior Notes
Debt Instrument [Line Items]
Interest rate (as a percent)		5.375%	5.375%
Fixed-rate debt	0		$ 1,000,000
Senior Notes due 2028 \| Senior Notes
Debt Instrument [Line Items]
Interest rate (as a percent)			5.375%
Fixed-rate debt	$ 750,000		$ 750,000
Senior Notes due 2029 \| Senior Notes
Debt Instrument [Line Items]
Interest rate (as a percent)	4.125%	4.125%
Fixed-rate debt	$ 650,000		0
Senior Notes due 2031 \| Senior Notes
Debt Instrument [Line Items]
Interest rate (as a percent)	4.375%	4.375%
Fixed-rate debt	$ 650,000		0
Interest rate cap \| Secured mortgages, notes and loans payable
Debt Instrument [Line Items]
Mortgages, notes and loans payable	$ 117,700		$ 75,000

Real Estate and Other Affiliates (Summary of Equity Investments in Real Estate and Other Affiliates) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Dec. 31, 2020	Jun. 30, 2020
Investments in and Advances to Affiliates [Line Items]
Investment in real estate and other affiliates	$ 389,586			$ 377,145
Share of Earnings/Dividends	15,796		$ 11,349
Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Equity Method Investments	385,633			373,192
Share of Earnings/Dividends	12,041		7,625
Other equity investments
Investments in and Advances to Affiliates [Line Items]
Other equity investments	3,953			3,953
Share of Earnings/Dividends	3,755		3,724
110 North Wacker
Investments in and Advances to Affiliates [Line Items]
Equity Method Investments		$ 273,600
The Metropolitan Downtown Columbia \| Accounts Payable and Accrued Liabilities
Investments in and Advances to Affiliates [Line Items]
Investment deficit position	5,500			5,000
Operating Assets Segment \| 110 North Wacker \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Equity Method Investments	247,175			$ 261,143
Share of Earnings/Dividends	$ (15,705)		0
Operating Assets Segment \| The Metropolitan Downtown Columbia \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Economic/Legal Ownership	50.00%			50.00%
Equity Method Investments	$ 0			$ 0
Share of Earnings/Dividends	$ (54)		227
Operating Assets Segment \| Stewart Title of Montgomery County, TX \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Economic/Legal Ownership	50.00%			50.00%
Equity Method Investments	$ 4,176			$ 3,924
Share of Earnings/Dividends	$ 251		343
Operating Assets Segment \| Woodlands Sarofim #1 \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Economic/Legal Ownership	20.00%			20.00%
Equity Method Investments	$ 3,151			$ 3,120
Share of Earnings/Dividends	$ 31		35
Operating Assets Segment \| m.flats/TEN.M \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Economic/Legal Ownership	50.00%			50.00%
Equity Method Investments	$ 766			$ 1,247
Share of Earnings/Dividends	318		65
MPC Segment \| The Summit \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Equity Method Investments	122,805			$ 96,300
Share of Earnings/Dividends	$ 27,650		8,934
Seaport Segment \| Mr. C Seaport
Investments in and Advances to Affiliates [Line Items]
Economic/Legal Ownership					35.00%
Seaport Segment \| Mr. C Seaport \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Economic/Legal Ownership	0.00%			0.00%
Equity Method Investments	$ 0			$ 0
Share of Earnings/Dividends	0		(651)
Seaport Segment \| Ssäm Bar (Momofuku) \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Equity Method Investments	7,302			$ 7,101
Share of Earnings/Dividends	$ (352)		(1,392)
Strategic Developments Segment \| 110 North Wacker
Investments in and Advances to Affiliates [Line Items]
Share of Earnings/Dividends		$ 267,500
Strategic Developments Segment \| Circle T Ranch and Power Center \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Economic/Legal Ownership	0.00%	50.00%		0.00%
Equity Method Investments	$ 0			$ 0
Share of Earnings/Dividends	$ 0		86
Strategic Developments Segment \| HHMK Development \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Economic/Legal Ownership	50.00%			50.00%
Equity Method Investments	$ 10			$ 10
Share of Earnings/Dividends	$ 0		0
Strategic Developments Segment \| KR Holdings \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Economic/Legal Ownership	50.00%			50.00%
Equity Method Investments	$ 248			$ 347
Share of Earnings/Dividends	$ (98)		$ (22)

Fair Value (Assets and Liabilities Not Measured at Fair Value) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Assets:
Cash and Restricted cash	$ 1,174,328	$ 1,242,997	$ 1,238,713	$ 620,135
Liabilities:
Variable-rate debt	1,767,218	1,945,344
Allowance for accounts receivable	32,300	33,000
Notes receivable
Liabilities:
Allowance for notes receivable	100	200
Fair Value Hierarchy Level 1 \| Carrying Amount
Assets:
Cash and Restricted cash	1,174,328	1,242,997
Fair Value Hierarchy Level 1 \| Estimated Fair Value
Assets:
Cash and Restricted cash	1,174,328	1,242,997
Fair Value Hierarchy Level 3 \| Carrying Amount
Assets:
Accounts receivable, net	70,990	7,437
Notes receivable, net	1,300	622
Fair Value Hierarchy Level 3 \| Estimated Fair Value
Assets:
Accounts receivable, net	70,990	7,437
Notes receivable, net	1,300	622
Fair Value Hierarchy Level 2 \| Carrying Amount
Liabilities:
Fixed-rate debt	2,672,304	2,374,822
Variable-rate debt	1,767,218	1,945,344
Fair Value Hierarchy Level 2 \| Estimated Fair Value
Liabilities:
Fixed-rate debt	2,681,014	2,461,155
Variable-rate debt	$ 1,767,218	$ 1,945,344

Dispositions

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

Dispositions


3. Dispositions

In March 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 three months ended March 31, 2020.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY UNAUDITED (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Stockholders' Equity [Abstract]
Net loss attributable to redeemable noncontrolling interest	$ 1,570
Interest rate swaps, tax expense (benefit)	1,790	$ (7,094)
Share of investee's other comprehensive income, tax expense	$ 346

Leases (Lease Liability Maturity) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Remainder of 2021	$ 5,055
2022	6,507
2023	6,464
2024	6,432
2025	5,047
Thereafter	261,806
Total lease payments	291,311
Less: imputed interest	(222,851)
Present value of lease liabilities	$ 68,460	$ 68,929

Mortgages, Notes and Loans Payable, Net

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Mortgages, Notes and Loans Payable, Net


6. Mortgages, Notes and Loans Payable, Net

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


thousands	March 31, 2021		December 31, 2020
Fixed-rate debt:
Unsecured 5.375% Senior Notes due 2025	$	—	$	1,000,000
Unsecured 5.375% Senior Notes due 2028	750,000		750,000
Unsecured 4.125% Senior Notes due 2029	650,000		—
Unsecured 4.375% Senior Notes due 2031	650,000		—
Secured mortgages, notes and loans payable	588,203		590,517
Special Improvement District bonds	34,101		34,305
Variable-rate debt:
Mortgages, notes and loans payable (a)	1,767,218		1,945,344
Unamortized bond discounts	—		(4,355)
Unamortized deferred financing costs (b)	(44,335)		(28,442)
Total mortgages, notes and loans payable, net	$	4,395,187	$	4,287,369

Debt Collateral Certain of the Company’s loans contain provisions which grant the lender a security interest in the operating cash flow of the property that represents the collateral for the loan. Certain mortgage notes may be prepaid subject to a prepayment penalty equal to a yield maintenance premium, defeasance or percentage of the loan balance. As of March 31, 2021, land, buildings and equipment and developments with a net book value of $4.3 billion have been pledged as collateral for HHC’s Mortgages, notes and loans payable, net.

Credit Facilities In 2018, the Company entered into a $700.0 million loan agreement, which provides for a $615.0 million term loan (the Term Loan) and an $85.0 million revolver loan (the Revolver Loan and together with the Term Loan, the Senior Secured Credit Facility). The Company has a one-time right to request an increase of $50.0 million in the aggregate amount of the Revolver Loan commitment. As of March 31, 2021, the Company had no outstanding borrowings under the Revolver Loan.

In 2019, the Company closed on a $250.0 million credit facility secured by land and certain other collateral in The Woodlands and Bridgeland MPCs. The loan provides for a $100.0 million term loan and a $150.0 million revolver loan. As of March 31, 2021, the Company had $50.0 million of outstanding borrowings under the revolver portion of the loan.

Special Improvement District Bonds 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 three months ended March 31, 2021, no new SID bond was issued and no obligations were assumed by buyers.

Debt Compliance Due to the COVID-19 pandemic, the Company experienced a decline in operating results for certain retail and hospitality properties. As a result, as of December 31, 2020, and March 31, 2021, 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, $9.4 million of excess net cash flow after debt service from the underlying properties became restricted as of March 31,

2021. While the restricted cash cannot be used for general corporate purposes, it can continue to be used to fund operations of the underlying assets and does not have a material impact on the Company’s liquidity.

As of March 31, 2021, apart from the Term Loan portion of the Senior Secured Credit Facility described above, the Company was in compliance with all remaining financial covenants included in the agreements governing its indebtedness.

Financing Activity During the Three Months Ended March 31, 2021

The Company’s borrowing activity is summarized as follows:


thousands	Initial / Extended Maturity (a)	Interest Rate			Carrying Value
Balance at December 31, 2020					$	4,287,369
Issuances:
Senior Notes due 2029	February 2029	4.13	%	(c)	650,000
Senior Notes due 2031	February 2031	4.38	%	(c)	650,000

Borrowings:
Victoria Place	September 2024/September 2026	5.25	%	(b),(d)	42,718




Draws on existing mortgages, notes and loans payable					60,152
Repayments:

1201 Lake Robbins	June 2021	2.49	%	(b),(e)	(273,070)
The Woodlands Warehouse	June 2021	2.49	%	(b),(e)	(7,230)



Repayments on existing mortgages, notes and loans payable					(3,212)
Redemptions
Senior Notes due 2025	March 2025	5.38	%	(e)	(1,000,000)
Other:

Deferred financing costs, net					(11,540)
Balance at March 31, 2021					$	4,395,187

Additional Financing Activity In April 2021, the Company closed on an $82.6 million construction loan for the development of Marlow, a multi-family development in Columbia. The loan bears interest at LIBOR plus 2.95% with an initial maturity of April 2025 and a one-year extension option.

In April 2021, the Company closed on a $42.7 million construction loan for the development of Starling at Bridgeland. The loan bears interest at LIBOR plus 2.75%, subject to an overall interest rate floor of 3.75%, and an initial maturity date of May 2026, and a one-year extension option.

In April 2021, the Company closed on a $58.5 million loan to replace the existing construction loan for Tanager Apartments in Downtown Summerlin. The loan bears interest at 3.13% fixed with a maturity of May 2031.

Label	Element	Value
Accounting Standards Update [Extensible List]	us-gaap_AccountingStandardsUpdateExtensibleList	us-gaap:AccountingStandardsUpdate201613Member

- Definition

Indicates amendment to accounting standards.

+ References

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-Subparagraph (g)(2)
-URI http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (d)(2)

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (d)(3)

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (68,159)	$ (125,082)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation	44,844	57,349
Amortization	4,097	4,075
Amortization of deferred financing costs	2,453	4,114
Amortization of intangibles other than in-place leases	386	170
Straight-line rent amortization	(3,981)	(2,870)
Deferred income taxes	(21,619)	(34,625)
Restricted stock and stock option amortization	2,533	1,152
Net gain on sale of lease receivable	0	(38,124)
Proceeds from the sale of lease receivable	0	64,155
(Gain) loss on extinguishment of debt	35,915	0
Impairment charges	717	48,738
Equity in (earnings) losses from real estate and other affiliates, net of distributions	(10,633)	(5,817)
Provision for doubtful accounts	432	(3,115)
Master Planned Community development expenditures	(52,980)	(64,895)
Master Planned Community cost of sales	15,652	16,783
Condominium development expenditures	(81,206)	(60,688)
Condominium rights and units cost of sales	53,017	97,901
Net Changes:
Accounts and notes receivable	(3,578)	9,596
Prepaid expenses and other assets	30,739	(31,565)
Condominium deposits received	15,528	46,186
Deferred expenses	(1,134)	(9,176)
Accounts payable and accrued expenses	(47,765)	(47,443)
Cash provided by (used in) operating activities	(84,742)	(73,181)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment expenditures	(400)	(270)
Operating property improvements	(11,829)	(10,419)
Property development and redevelopment	(45,188)	(144,422)
Reimbursements under tax increment financings	0	1,625
Distributions from real estate and other affiliates	985	1,232
Investments in real estate and other affiliates, net	(553)	(952)
Cash provided by (used in) investing activities	(56,985)	(153,206)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgages, notes and loans payable	1,402,869	256,770
Principal payments on mortgages, notes and loans payable	(1,283,512)	(5,115)
Proceeds from issuance of common stock	0	593,698
Debt extinguishment costs	(29,655)	0
Special Improvement District bond funds released from (held in) escrow	2,264	1,126
Deferred financing costs and bond issuance costs, net	(20,253)	(2,276)
Taxes paid on stock options exercised and restricted stock vested	(2,134)	(662)
Stock options exercised	3,479	1,424
Cash provided by (used in) financing activities	73,058	844,965
Net change in cash, cash equivalents and restricted cash	(68,669)	618,578
Cash, cash equivalents and restricted cash at beginning of period, Beginning balance	1,242,997	620,135
Cash, cash equivalents and restricted cash at beginning of period, Ending balance	1,174,328	1,238,713
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	64,563	62,679
Interest capitalized	17,138	19,041
NON-CASH TRANSACTIONS
Accrued property improvements, developments and redevelopments	8,467	(28,221)
Special Improvement District bond transfers associated with land sales	0	3
Accrued interest on construction loan borrowing	0	4,773
Capitalized stock compensation	$ 517	$ 0

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2021 USD ($) condominium_tower	Mar. 31, 2020 USD ($)	Dec. 31, 2020 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	$ 22,587
Loss contingency accrual for estimated repair costs			$ 5,700
Outstanding letters of credit	5,100		5,200
Amount of outstanding surety bonds	306,600		$ 272,400
Contractual rent expense	$ 1,700	$ 1,800
Guarantor obligations, reserved percentage of residential units	20.00%
Guarantor obligations, number of open condominium towers \| condominium_tower	3
Guarantor obligations, number of towers under construction \| condominium_tower	3
Waiea
Loss Contingencies [Line Items]
Charge for repairs and remediation on alleged construction defects	$ 20,500	$ 97,900
Construction payables, Change	20,500
Loss contingency accrual for estimated repair costs	$ 116,500

Real Estate and Other Affiliates (Narrative) (Details)		3 Months Ended						9 Months Ended
Real Estate and Other Affiliates (Narrative) (Details)	May 23, 2019 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2016	Mar. 31, 2015 USD ($) item	Dec. 31, 2018 USD ($)	Dec. 31, 2020 USD ($)
Investments in and Advances to Affiliates [Line Items]
Equity in earnings (losses) from real estate and other affiliates		$ 15,796,000		$ 11,349,000
Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Equity method investment		385,633,000							$ 373,192,000
Equity in earnings (losses) from real estate and other affiliates		12,041,000		7,625,000
Other land, rental and property revenues
Investments in and Advances to Affiliates [Line Items]
Revenues from contracts with customers		$ 23,243,000		34,897,000
USAA Joint Venture
Investments in and Advances to Affiliates [Line Items]
Contribution of property					$ 33,600,000
Fair value of property contributed					$ 85,000,000.0
Capital contribution to joint venture								$ 9,800,000
Preferred return on capital					9.00%
Ownership interest		90.00%
USAA Joint Venture \| Local Developer
Investments in and Advances to Affiliates [Line Items]
Capital contribution to joint venture					$ 5,000,000.0			$ 1,100,000
USAA Joint Venture \| USAA
Investments in and Advances to Affiliates [Line Items]
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%
110 North Wacker
Investments in and Advances to Affiliates [Line Items]
Equity method investment			$ 273,600,000
110 North Wacker \| Strategic Developments Segment
Investments in and Advances to Affiliates [Line Items]
Equity in earnings (losses) from real estate and other affiliates			267,500,000
110 North Wacker \| Strategic Developments Segment \| Other land, rental and property revenues \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Revenues from contracts with customers			$ 15,400,000
Ssäm Bar
Investments in and Advances to Affiliates [Line Items]
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%
Ssäm Bar \| Momofuku
Investments in and Advances to Affiliates [Line Items]
Preferred return on capital of cash distribution		25.00%
Joint venture real estate, percentage funded						10.25%
Ssäm Bar \| Seaport Segment \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
Equity method investment		$ 7,302,000							$ 7,101,000
Equity in earnings (losses) from real estate and other affiliates		(352,000)		$ (1,392,000)
Investment in real estate and other affiliates		7,300,000
The Summit
Investments in and Advances to Affiliates [Line Items]
Preferred return on capital							5.00%
Cash distribution entitlement by the joint venture \| item							2
The Summit \| Equity Method Investments
Investments in and Advances to Affiliates [Line Items]
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
110 North Wacker
Investments in and Advances to Affiliates [Line Items]
Recourse amount		100,600,000
Unconsolidated Properties
Investments in and Advances to Affiliates [Line Items]
Secured debt real estate affiliates		584,000,000.0
Share of entity in secured debt		$ 286,900,000

Mortgages, Notes and Loans Payable, Net (Narrative) (Details)	1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 30, 2021 USD ($)	Mar. 31, 2021 USD ($) bond	Mar. 31, 2020 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2018 USD ($)
Mortgages, notes and loans payable
Land, buildings and equipment and developments in progress pledged as collateral		$ 4,300,000,000
Special Improvement District bond transfers associated with land sales		0	$ 3,000
Increase in restricted cash		9,400,000
Restricted cash		198,544,000			$ 228,311,000
$700 Million loan due 2023
Mortgages, notes and loans payable
Face amount				$ 700,000,000.0
Option to increase borrowing capacity				50,000,000.0
Term loan \| $700 Million loan due 2023
Mortgages, notes and loans payable
Face amount		615,000,000.0		615,000,000.0	$ 615,000,000.0		$ 615,000,000.0
Term loan \| The Woodlands and Bridgeland Credit Facility
Mortgages, notes and loans payable
Face amount						$ 100,000,000.0
Line of credit \| $700 Million loan due 2023 \| Revolving Credit Facility
Mortgages, notes and loans payable
Face amount				$ 85,000,000.0
Outstanding borrowings		0
Line of credit \| The Woodlands and Bridgeland Credit Facility
Mortgages, notes and loans payable
Facility amount						250,000,000.0
Line of credit \| The Woodlands and Bridgeland Credit Facility \| Revolving Credit Facility
Mortgages, notes and loans payable
Face amount						$ 150,000,000.0
Outstanding borrowings		$ 50,000,000.0
Special Improvement District bonds \| Summerlin
Mortgages, notes and loans payable
Number of bonds issued \| bond		0
Special Improvement District bond transfers associated with land sales		$ 0
Construction Loans \| Marlow development \| Subsequent Event
Mortgages, notes and loans payable
Face amount	$ 82,600,000
Term of extension option	1 year
Construction Loans \| Marlow development \| LIBOR \| Subsequent Event
Mortgages, notes and loans payable
Interest rate margin (as a percent)	2.95%
Construction Loans \| Starling at Bridgeland \| Subsequent Event
Mortgages, notes and loans payable
Face amount	$ 42,700,000
Term of extension option	1 year
Construction Loans \| Starling at Bridgeland \| Subsequent Event \| Minimum
Mortgages, notes and loans payable
Interest rate	3.75%
Construction Loans \| Starling at Bridgeland \| LIBOR \| Subsequent Event
Mortgages, notes and loans payable
Interest rate margin (as a percent)	2.75%
Construction Loans \| Tanager Apartments \| Subsequent Event
Mortgages, notes and loans payable
Face amount	$ 58,500,000
Interest rate (as a percent)	3.13%

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Interest rate swaps, tax expense (benefit)	$ 1,790	$ (7,094)
Share of investee's other comprehensive income, tax expense	$ 346

Earnings Per Share (Information Related to EPS Calculation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net income (loss)
Net income (loss)	$ (68,159)	$ (125,082)
Net (income) loss attributable to noncontrolling interests	1,565	(52)
Net income (loss) attributable to common stockholders	$ (66,594)	$ (125,134)
Shares
Weighted-average common shares outstanding - basic (in shares)	55,678	43,380
Weighted-average common shares outstanding - diluted (in shares)	55,678	43,380
Net income (loss) per common share
Basic income (loss) per share (in dollars per share)	$ (1.20)	$ (2.88)
Diluted income (loss) per share (in dollars per share)	$ (1.20)	$ (2.88)

Real Estate and Other Affiliates (Tables)

3 Months Ended

Mar. 31, 2021

Equity Method Investments and Joint Ventures [Abstract]

Summary equity 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
	March 31,		December 31,		March 31,		December 31,		Three Months Ended March 31,
thousands except percentages	2021		2020		2021		2020			2021		2020
Equity Method Investments
Operating Assets:
110 North Wacker (a)	see below		see below		$	247,175	$	261,143		$	(15,705)	$	—
The Metropolitan Downtown Columbia (b)	50	%	50	%	—		—			(54)		227
Stewart Title of Montgomery County, TX	50	%	50	%	4,176		3,924			251		343
Woodlands Sarofim #1	20	%	20	%	3,151		3,120			31		35
m.flats/TEN.M	50	%	50	%	766		1,247			318		65
Master Planned Communities:
The Summit (c)	see below		see below		122,805		96,300			27,650		8,934
Seaport
Mr. C Seaport (d)	—	%	—	%	—		—			—		(651)
Ssäm Bar (Momofuku) (c)(e)	see below		see below		7,302		7,101			(352)		(1,392)
Strategic Developments:
Circle T Ranch and Power Center (f)	—	%	—	%	—		—			—		86
HHMK Development	50	%	50	%	10		10			—		—
KR Holdings	50	%	50	%	248		347			(98)		(22)


					385,633		373,192			12,041		7,625
Other equity investments (g)					3,953		3,953			3,755		3,724
Investments in real estate and other affiliates					$	389,586	$	377,145		$	15,796	$	11,349

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

(d)During the three months ended September 30, 2020, the Company completed the sale of its 35% equity investment in Mr. C Seaport.

(e)Bar Wayō was rebranded as Ssäm Bar. Refer to the discussion below for details.

(f)During the three months ended December 31, 2020, the Company completed the sale of its 50% equity investment in Circle T Ranch and Power Center.

Changes in redeemable noncontrolling interest

The following table presents changes in Redeemable noncontrolling interest:


thousands	Redeemable Noncontrolling Interest
Balance as of December 31, 2020		$	29,114

Net income (loss) attributable to noncontrolling interest		(1,570)
Share of investee’s other comprehensive income		174
Balance as of March 31, 2021		$	27,718

Relevant financial statement information for The Summit

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


thousands	March 31, 2021		December 31, 2020
Total Assets	$	334,970	$	310,855
Total Liabilities	203,138		209,968
Total Equity	131,832		100,887


	Three Months Ended March 31,
thousands		2021		2020
Revenues (a)		$	90,873	$	39,836
Net income		32,089		10,559
Gross Margin		33,049		11,704

Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases


15. Leases

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 March 31, 2021.

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 52 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.

In response to the COVID-19 pandemic, the Company granted rent deferrals to certain tenants. Under the accounting elections provided by the Financial Accounting Standards Board (FASB) in response to the COVID-19 pandemic, the Company has elected to not assess whether COVID-19 related deferrals are lease modifications and will account for the deferrals as if contemplated in the original lease. Rent deferrals are treated as variable lease payments resulting in a decrease in straight-line rent revenue during the deferral period and additional revenue upon payment in subsequent periods. COVID-19 related rent deferrals were $4.3 million as of March 31, 2021, net of subsequent collections.

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


thousands	March 31, 2021		December 31, 2020
Assets
Operating lease right-of-use assets, net	$	55,412	$	56,255
Liabilities
Operating lease obligations	68,460		68,929

The components of lease expense are as follows:


	Three Months Ended March 31,
thousands		2021		2020
Operating lease cost		$	2,181	$	2,179
Variable lease costs		114		158

Net lease cost		$	2,295	$	2,337

Future minimum lease payments as of March 31, 2021, are as follows:


thousands	Operating Leases
Remainder of 2021	$	5,055
2022	6,507
2023	6,464
2024	6,432
2025	5,047
Thereafter	261,806
Total lease payments	291,311
Less: imputed interest	(222,851)
Present value of lease liabilities	$	68,460

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


Supplemental Condensed Consolidated Statements of Cash Flows Information	Three Months Ended March 31,
thousands	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows on operating leases	$	1,807	$	1,796


Other Information	March 31, 2021		March 31, 2020
Weighted-average remaining lease term (years)
Operating leases	37.2		37.1
Weighted-average discount rate
Operating leases	7.8	%	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 decrease in total minimum rent payments below is due to slowing of new lease activity due to the COVID-19 pandemic coupled with the natural attrition of lease payments as leases move toward expiration. The minimum rentals based on operating leases of the consolidated properties held as of March 31, 2021, are as follows:


	Three Months Ended March 31,
thousands		2021		2020
Total minimum rent payments		$	53,342	$	59,099

Total future minimum rents associated with operating leases are as follows as of March 31, 2021:


thousands	Total Minimum Rent
Remainder of 2021	$	168,234
2022	221,619
2023	200,619
2024	188,806
2025	160,742
Thereafter	779,593
Total	$	1,719,613

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. In 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.

Income Taxes (Details)	3 Months Ended
Income Taxes (Details)	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	23.70%	21.40%

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

Dispositions (Details) $ in Thousands		1 Months Ended	3 Months Ended
Dispositions (Details) $ in Thousands	Mar. 31, 2020 USD ($) a ft² parking_space	Nov. 30, 2019 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($) parking_space	Dec. 31, 2020 USD ($)
Real Estate [Line Items]
Net investment in lease receivable			$ 2,919		$ 2,926
Gain (loss) on sale or disposal of real estate and other assets, net			0	$ 38,124
Proceeds from the sale of lease receivable			$ 0	$ 64,155
100 Fellowship Drive
Real Estate [Line Items]
Area of land sold (in acres) \| a	13.5
Square footage of buildings sold (in sqft) \| ft²	203,257
Number of parking spaces \| parking_space	550			550
Proceeds from sales of properties	$ 115,000
Sales-type lease, derecognized developments		$ 63,700
Net investment in lease receivable	76,100	75,900		$ 76,100
Selling profit from sales-type leases		$ 13,500
Gain (loss) on sale or disposal of real estate and other assets, net				38,300
Transaction costs on sales of investments real estate	200
Payments to acquire real estate	$ 600
Proceeds from the sale of lease receivable				$ 64,200

Leases (Narrative) (Details) $ in Millions	3 Months Ended
Leases (Narrative) (Details) $ in Millions	Mar. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Lessee, lease termination period	1 year
COVID-19 related rent deferrals	$ 4.3
Lessor, average remaining lease term	5 years
Minimum
Lessee, Lease, Description [Line Items]
Lessee, remaining lease term	1 year
Lessee, lease renewal term	2 years
Maximum
Lessee, Lease, Description [Line Items]
Lessee, remaining lease term	52 years
Lessee, lease renewal term	40 years

Impairment (Details)	3 Months Ended
Impairment (Details)	Mar. 31, 2021 USD ($) ft²	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)
Real Estate [Line Items]
Impairment of real estate	$ 0	$ 48,738,000
Carrying value	6,801,668,000		$ 6,685,069,000
Impairment of investment in real estate and other affiliates	$ 0	$ 0
Fair Value, Measurements, Nonrecurring \| Measurement Input, Cap Rate \| Discounted cash flow analysis
Real Estate [Line Items]
Fair value capitalization rate		0.100
Outlet Collection At Riverwalk
Real Estate [Line Items]
Impairment of real estate		$ 48,700,000
Area of real estate property (in sqft) \| ft²	273,270
Carrying value		$ 46,800,000

Leases (Leased Assets and Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Assets
Operating lease right-of-use assets, net	$ 55,412	$ 56,255
Liabilities
Operating lease obligations	$ 68,460	$ 68,929

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies


9. Commitments and Contingencies

In the normal course of business, from time to time, the Company is involved in legal proceedings relating to the ownership and operations of its properties. In management’s opinion, the liabilities, if any, that may ultimately result from normal course of business legal actions, including The Woodlands legal proceeding discussed below, are not expected to have a material effect on the Company’s consolidated financial position, results of operations or liquidity.

Litigation 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.

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; however, the Company can provide no assurances that all or any portion of these costs will be recovered. During the first quarter of 2020, the Company recorded a $97.9 million charge for the estimated repair costs related to this matter. An additional $20.5 million was charged during the three months ended March 31, 2021, related to additional anticipated costs. These amounts were included in Condominium rights and unit cost of sales in the accompanying Condensed Consolidated Statements of Operations. As of March 31, 2021, the Company has recorded a total of $116.5 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.

Environmental Matters The Company purchased its 250 Water Street property in the Seaport in June 2018. The site is currently used as a parking lot while the Company continues to move forward with redevelopment planning. The Company engaged a third-party specialist to perform a Phase I Environmental Site Assessment (ESA) of the property, and the ESA identified, among other findings, the existence of mercury levels above regulatory criteria. Under the current regulations, the site does not require remediation until the Company begins redevelopment activities. The normal operations of the parking lot do not require the property to be remediated, and the Company has not started any redevelopment activities as of March 31, 2021. As a result, the potential remediation has no financial impact for the three months ended March 31, 2021.

Letters of Credit and Surety Bonds As of March 31, 2021, the Company had outstanding letters of credit totaling $5.1 million and surety bonds totaling $306.6 million. As of December 31, 2020, the Company had outstanding letters of credit totaling $5.2 million and surety bonds totaling $272.4 million. These letters of credit and surety bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.

Operating Leases 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 15 - Leases for further discussion. Contractual rental expense, including participation rent, was $1.7 million for the three months ended March 31, 2021, compared to $1.8 million for the three months ended March 31, 2020. The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount was not significant.

Guarantee Agreements In conjunction with the execution of the ground lease for the Seaport, the Company executed a completion guarantee for the redevelopment of the Tin Building. The completion guaranty 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. 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 March 31, 2021, 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 and 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 three towers under construction, the reserved units for the ‘A‘ali‘i tower are included in the tower, and the units for Kō'ula and Victoria Place 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 March 31, 2021, and December 31, 2020.

Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2021

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:


								Fair Value Asset (Liability)
thousands		Balance Sheet Location	Notional Amount	Fixed Interest Rate (a)		Effective Date	Maturity Date	March 31, 2021		December 31, 2020
Derivative instruments not designated as hedging instruments:
Interest rate cap	(b)	Prepaid expenses and other assets, net	285,000	2.00	%	3/12/2021	9/15/2023	$	157	$	—
Interest rate cap	(b)	Prepaid expenses and other assets, net	83,200	2.00	%	3/12/2021	9/15/2023	46		—
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								204		—

Derivative instruments designated as hedging instruments:


Interest rate swap	(d)	Accounts payable and accrued expenses	615,000	2.96	%	9/21/2018	9/18/2023	(40,432)		(46,613)
Interest rate swap	(e)	Accounts payable and accrued expenses	35,487	4.89	%	11/1/2019	1/1/2032	(2,583)		(5,307)
Total fair value derivative liabilities								(43,015)		(51,920)
Total fair value derivatives, net								$	(42,811)	$	(51,920)

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

(d)Concurrent with the funding of the $615.0 million term loan in September 2018, the Company entered into this interest rate swap which is designated as a cash flow hedge.

(e)Concurrent with the closing of the $35.5 million construction loan for 8770 New Trails in June 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

The tables below present the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021, and 2020:


		Amount of Gain (Loss) Recognized in AOCI on Derivatives
Derivatives in Cash Flow Hedging Relationships	Three Months Ended March 31,
thousands			2021		2020
Interest rate derivatives			$	3,383	$	(32,051)


		Amount of Gain (Loss) Reclassified from AOCI into Operations
Location of Gain (Loss) Reclassified from AOCI into Operations	Three Months Ended March 31,
thousands			2021		2020
Interest expense			$	(2,973)	$	(1,150)


		Total Interest Expense Presented in the Results of Operations in which the Effects of Cash Flow Hedges are Recorded
Interest Expense Presented in Results of Operations	Three Months Ended March 31,
thousands			2021		2020
Interest expense			$	34,210	$	34,448

Leases (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Summary of leased assets and liabilities

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


thousands	March 31, 2021		December 31, 2020
Assets
Operating lease right-of-use assets, net	$	55,412	$	56,255
Liabilities
Operating lease obligations	68,460		68,929

Components of lease expense and other information

The components of lease expense are as follows:


	Three Months Ended March 31,
thousands		2021		2020
Operating lease cost		$	2,181	$	2,179
Variable lease costs		114		158

Net lease cost		$	2,295	$	2,337

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


Supplemental Condensed Consolidated Statements of Cash Flows Information	Three Months Ended March 31,
thousands	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows on operating leases	$	1,807	$	1,796


Other Information	March 31, 2021		March 31, 2020
Weighted-average remaining lease term (years)
Operating leases	37.2		37.1
Weighted-average discount rate
Operating leases	7.8	%	7.8	%

Schedule of future minimum lease payments

Future minimum lease payments as of March 31, 2021, are as follows:


thousands	Operating Leases
Remainder of 2021	$	5,055
2022	6,507
2023	6,464
2024	6,432
2025	5,047
Thereafter	261,806
Total lease payments	291,311
Less: imputed interest	(222,851)
Present value of lease liabilities	$	68,460

Schedule of minimum rentals

The minimum rentals based on operating leases of the consolidated properties held as of March 31, 2021, are as follows:


	Three Months Ended March 31,
thousands		2021		2020
Total minimum rent payments		$	53,342	$	59,099

Total future minimum rents associated with operating leases are as follows as of March 31, 2021:


thousands	Total Minimum Rent
Remainder of 2021	$	168,234
2022	221,619
2023	200,619
2024	188,806
2025	160,742
Thereafter	779,593
Total	$	1,719,613