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•	budgeted costs, future lot sales and estimates of net operating income ("NOI") and earnings before taxes ("EBT");

•	capital required for our operations and development opportunities for the properties in our Master Planned Communities (“MPC”), Operating Assets and Strategic Developments segments;

•	expected commencement and completion for property developments and timing of sales or rentals of certain properties;

•	expected performance of our MPC and Operating Assets segments, as well as other current income producing properties such as our condominiums;

•	forecasts of our future economic performance; and

•	future liquidity, development opportunities, development spending and management plans.

•	our inability to obtain operating and development capital, including our inability to obtain or refinance debt capital from lenders and the capital markets;

•	a prolonged recession in the national economy and adverse economic conditions in the homebuilding, condominium development, retail, office and hospitality sectors;

•	our inability to compete effectively;

•	natural disasters (including the results of litigation or any other potential negative impact from Hurricane Harvey on the Houston, Texas region), terrorist activity, acts of violence, breaches of our data security, contamination of our properties by hazardous or toxic substances, or other similar disruptions, as well as losses that are not insured or exceed the applicable insurance limits;

•	our ability to lease new or redeveloped space;

•	our ability to obtain the necessary governmental permits for the development of our properties and necessary regulatory approvals pursuant to an extensive entitlement process involving multiple and overlapping regulatory jurisdictions, which often require discretionary action by local governments;

•	increased construction costs exceeding our original estimates, delays or overruns, claims for construction defects, or other factors affecting our ability to develop, redevelop or construct our properties;

•	regulation of the portion of our business that is dedicated to the formation and sale of condominiums, including regulatory filings to state agencies, additional entitlement processes and requirements to transfer control to a condominium association’s board of directors in certain situations, as well as defaults by purchasers on their obligations to purchase condominiums;

•	risks associated with our relationships with homebuilders and with our ownership and management of hotels;

•	fluctuations in regional and local economies, the residential housing and condominium markets, local real estate conditions, tenant rental rates and competition from competing retail properties and the internet;

•	our ability to retain key executive personnel;

•	our ability to collect rent, attract tenants and customers to our hotels;

•

our indebtedness, including our $1,000,000,000 5.375% senior notes due 2025, our $615,000,000 Term Loan (as defined below) and $85,000,000 Revolver Loan (as defined below) (which currently remains undrawn) and that are secured by first priority security interest in certain of the Company’s properties which are owned subsidiaries of the Company and contain restrictions, each of which contain restrictions which may limit our ability to operate our business;

•	our directors involvement or interests in other businesses, including real estate activities and investments;

•	our inability to control certain of our properties due to the joint ownership of such property and our inability to successfully attract desirable strategic partners;

•	the potential impact of the recently enacted U.S. tax reform legislation; and

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•	the other risks described in “Item 1A. Risk Factors.”

•	65 assets, including our investments in joint ventures and other assets, consisting of 15 retail, 28 office, eight multi-family, four hospitality properties and 10 other operating assets and investments.

•	We own approximately 7.3 million square feet of retail and office, 2,351 multi-family units and 975 rooms in our hospitality assets.

•	We own the MPCs of Summerlin in Las Vegas; The Woodlands, The Woodlands Hills and Bridgeland in Houston; and Columbia in Maryland.

•	Our MPCs encompass over 80,000 gross acres of land and include approximately 10,543 remaining saleable acres of land.

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•	Consists of 29 development or redevelopment projects.

•	As of December 31, 2018, total project costs are estimated to be $3.5 billion, of which $1.7 billion has already been spent.

•

Management Team with Track Record of Value Creation.  We have completed the development of over 4.6 million square feet of office and retail operating properties, 1,937 multi-family units and 909 hospitality keys since 2011. Excluding land which we own, we have invested approximately $1.8 billion in these developments, which is projected to generate a 9.6% yield on cost, or $170.0 million per year of NOI upon stabilization. At today’s market cap rates, this implies value creation to our shareholders of roughly $1.0 billion. Our investment of approximately $369.6 million of cash equity in our development projects since inception, which is computed as total costs excluding land less the related construction debt, is projected to generate a 25.2% return on cash equity assuming a 5.5% cost of debt, which approximates our historical cost. These investments and returns exclude condominium development as well as projects under construction such as the Seaport District. We exclude condominium developments since they do not result in recurring NOI, and we exclude projects under development due to the wider range of NOI they are expected to generate upon stabilization. In Ward Village, we have either opened or have under construction 2,129 condominium units, which have approximately 91.8% units sold as of December 31, 2018 at a targeted profit margin, excluding land costs, of approximately 29% or $726 million.

•	Unique, Diverse Portfolio.  We own a portfolio with many diverse market leading assets located across 12 states with a combination of steady cash flow and longer term value creation opportunities.

•

Significant Value Creation Opportunity.  We own one of the preeminent development pipelines in the world with over 50.0 million square feet of vertical entitlements remaining across our portfolio. This represents approximately 11 times the 4.6 million square feet we have delivered in the last eight years without having to acquire another development site or external asset, which we believe is a significant competitive advantage over other real estate development corporations.

•

Low Leverage, Flexible Balance Sheet.  As of December 31, 2018, our total debt equaled approximately 43.2% of the book value of our total assets, which we believe is significantly less than the market value. Our net debt, which includes our share of debt of Real Estate and Other Affiliates less cash and Special Improvement District (“SID”) and Municipal Utility Districts (“MUD”) receivables, equaled approximately 35% of our total enterprise value. “Real Estate and Other Affiliates” refers to partnerships or joint ventures primarily for the development and operation of real estate assets. We finished the year with approximately $499.7 million of cash on hand. We have focused our efforts on obtaining non-recourse debt for both our construction financing and long-term fixed rate mortgage financing and have limited cross-collateralization for construction financing. Our low leverage, with a focus on project specific financing, provides substantial insulation against potential downturns and provides us with the flexibility to evaluate new real estate project opportunities.

•

Self-Funded Business Plan.  One of our key differentiators is our ability to self-fund significant portions of our new development without having to dispose of our recently completed developments or raise additional equity. Our residential land sales, recurring NOI and profits on the sales of condominium units generate substantial amounts of free cash flow which is used to fund the equity required to execute our many development opportunities. Furthermore, we are not required to pay dividends and are not restricted from investing in any asset type, amenity or service, providing further flexibility as compared to many other real estate companies which are limited in their activities because they have elected to be taxed as real estate investment trusts (“REIT”). We believe our structure currently provides significant financial and operating flexibility to maximize the value of our real estate portfolio.

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(a)	Asset was placed in service and moved from Strategic Developments to Operating Assets during 2018.

(b)	Lakefront North is comprised of two office buildings.

(c)	Formerly known as Bridgeland Apartments.

(d)	Asset was held as a joint venture until our acquisition of our partner’s interest.

(e)	Asset was placed in service and moved from Strategic Developments to Operating Assets during 2017.

(f)	A non-consolidated investment. Refer to Note 2 - Real Estate and Other Affiliates in our Notes to Consolidated Financial Statements.

(g)	Formerly known as Las Vegas Ballpark.

(h)	Formerly known as Downtown Summerlin Apartments.

(i)	Formerly known as Las Vegas 51s.

(j)	Formerly known as Maryland Communities.

(k)	Formerly known as Three Merriweather.

(l)	Formerly known as 33 Peck Slip.

(m)	Formerly known as South Street Seaport - Tin Building

(n)	Effective January 1, 2017, we moved the Seaport District assets under construction and related activities to the Strategic Developments segment from the Operating Assets segment. The Seaport District operating properties currently in service and related operating results remain presented within the Operating Assets segment.

(o)	Includes retail within the recently opened Waiea, Anaha and Ae‘o condominium towers.

(p)	Ae‘o, Anaha and Waiea are open and occupied by tenants with sales of remaining units ongoing.

(q)	Asset is in redevelopment and moved from Operating Assets to Strategic Developments during 2018.

(r)	Formerly known as AllenTowne.

(s)	Asset is in redevelopment and moved from Operating Assets to Strategic Developments during 2017.

•	the size and scope of our MPCs;

•	years of experience serving and strong reputation within the industry;

•	the recreational and cultural amenities available within our communities;

•	the commercial centers in the communities, including the properties that we own and/or operate or may develop;

•	our relationships with homebuilders;

•	our level of debt relative to total assets; and

•	the proximity of our developments to major metropolitan areas.

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•	construction cost overruns and delays;

•	the disruption of operations and displacement of revenue at operating hotels, including revenue lost while rooms, restaurants or meeting space under renovation are out of service;

•	the cost of funding renovations or developments and inability to obtain financing on attractive terms;

•	the return on our investment in these capital improvements or developments failing to meet expectations;

•	governmental restrictions on the nature or size of a project or the inability to obtain all necessary zoning, land use, building, occupancy and construction permits; and

•	disputes with franchisors or property managers regarding compliance with relevant franchise agreements or management agreements.

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•	inability to obtain construction financing for the development or redevelopment of properties;

•	increased construction costs for a project that exceeded our original estimates due to increases in materials, labor or other costs, which could make completion of the project less profitable because market rents or condominium prices may not increase sufficiently to compensate for the increased construction costs;

•	construction delays, which may increase project development costs;

•	claims for construction defects after a property has been developed;

•	poor performance or nonperformance by any of our joint venture partners or other third parties on whom we rely;

•	health and safety incidents and site accidents;

•	easement restrictions which may impact our development costs and timing;

•	compliance with building codes and other local regulations; and

•	the inability to secure tenants necessary to support commercial projects.

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•	making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the Senior Notes and Loan Agreements;

•	limiting our ability to obtain additional financing to fund future working capital, capital expenditures, debt service requirements, execution of our business strategy or finance other general corporate requirements;

•	requiring us to make non-strategic divestitures, particularly when the availability of financing in the capital markets is limited, which may adversely impact sales prices;

•	requiring a substantial portion of our cash flow to be allocated to debt service payments instead of other business purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions, dividends and other general corporate purposes;

•	increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given that certain indebtedness bears interest at variable rates;

•	limiting our ability to capitalize on business opportunities, reinvest in and develop properties, and to react to competitive pressures and adverse changes in government regulations;

•	placing us at a disadvantage compared to other, less leveraged competitors;

•	limiting our ability, or increasing the costs, to refinance indebtedness; and

•	resulting in an event of default if we fail to satisfy our obligations under our indebtedness, which default could result in all or part of our indebtedness becoming immediately due and payable and, in the case of our secured debt, could permit the lenders to foreclose on our assets securing such debt.

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•	incur indebtedness or issue certain equity;

•	create certain liens;

•	pay dividends on, redeem or repurchase capital stock or make other restricted payments;

•	make investments;

•	incur obligations that restrict the ability of our subsidiaries to make dividend or other payments to us;

•	consolidate, merge or transfer all or substantially all of our assets;

•	enter into transactions with our affiliates; and

•	create or designate unrestricted subsidiaries.

•	incur further indebtedness

•	distribute cash generated from borrowers if financial coverage ratios or other covenants are not met

•	enter into or amend lease or other agreements or transactions without lender consent

•	substitute collateral due to product and geographic concentrations

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•	results of operations that vary from the expectations of securities analysts and investors, including our ability to finance and achieve operational success at the Seaport District project;

•	results of operations that vary from those of our competitors;

•	changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

•	declines in the market prices of stocks generally, particularly those in the real estate industry;

•	strategic actions by us or our competitors;

•	announcements by us or our competitors of new significant real-estate developments, acquisitions, joint ventures, other strategic relationships, or capital commitments;

•	changes in general economic or market conditions, including increases in interest rates, or trends in our industry or markets;

•	changes in business or regulatory conditions;

•	future sales of our common stock or other securities;

•	investor perceptions or the investment opportunity associated with our common stock relative to other investment alternatives;

•	the public’s response to press releases or other public announcements by us or third parties, including our filings with the Securities and Exchange Commission;

•	announcements relating to litigation;

•	guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance;

•	the development and sustainability of an active trading market for our stock;

•	changes in accounting principles, particularly those related to the revenue recognition standard which we adopted on January 1, 2018;

•	events or factors resulting from natural disasters, such as the impact of Hurricane Harvey in the Houston, Texas area; and

•	other events or factors, including those resulting from war, acts of terrorism, or responses to these events.

•	the inability of our stockholders to act by written consent;

•	restrictions on the ability of stockholders to call a special meeting without 15% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of our directors;

•	rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;

•	the right of our board of directors to issue preferred stock without stockholder approval;

•	a requirement that, to the fullest extent permitted by law, certain proceedings against or involving us or our directors or officers be brought exclusively in the Court of Chancery in the State of Delaware; and

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•	that certain provisions may be amended only by the affirmative vote of at least 66 2/3% of the shares of common stock entitled to vote generally in the election of directors.

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(a)	Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property for December 31, 2018 multiplied by 12. Annualized Base Rent Per Square Foot is the Annualized Base Rent for the property at December 31, 2018 divided by the average occupied square feet.

(b)

A significant portion of the project is on a ground lease where we are the ground lessee. The existing square feet in service as of December 31, 2018 are referenced above. Upon completion of the Seaport District NYC - Tin Building reconstruction and redevelopment, the Seaport District (inclusive of Historic Area/Uplands, Pier 17 and Tin Building) will be approximately 449,527 square feet, as further discussed in Strategic Developments.

(c)	Excludes 381,767 square feet of anchors, 206,279 square feet for ONE Summerlin, 144,615 square feet for TWO Summerlin and 36,914 square feet of additional office space above our retail space.

(d)	The entire property is subject to a ground lease where we are the ground lessee.

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(a)	Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property for December 31, 2018 multiplied by 12. Annualized Base Rent Per Square Foot is the Annualized Base Rent for the property at December 31, 2018 divided by the average occupied square feet.

(b)	Effective Annual Rent includes base minimum rent and common area maintenance recovery revenue. Effective Annual Rent Per Square Foot is the Effective Annual Rent divided by the average occupied square feet.

(c)	2201 Lake Woodlands Drive previously served as temporary space for tenants relocating to permanent space and was 100.0% leased in April 2018 with abated rent through September 2018. Therefore, the Effective Annual Rent per Square Foot data is not meaningful.

(d)	Excludes the Ridgely Building which was moved to Strategic Developments in the fourth quarter of 2017.

(e)	Aristocrat is a build-to-suit project entirely leased by a single tenant. Therefore, the Annualized Base Rent and Effective Annual Rent details have been excluded for competitive reasons.

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(a)	The Woodlands Resort & Conference Center was built in 1974, expanded in 2002, and renovated in 2014.

(a)	The Woodlands Parking Garages consists of two garages: Woodloch Forest Garage, built in 2008, and Waterway Square Garage, built in 2009.

(a)	Includes 101 specialty leases totaling 73,790 square feet which expire in less than 365 days.

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(a)	Encompasses all of the land located within the borders of the master planned community, including parcels already sold, saleable parcels and non-saleable areas such as roads, parks and recreation areas, conservation areas and parcels acquired during the year.

(b)	Average Price Per Acre is the weighted average land value per acre estimated in the Company's 2019 land models.

(c)	Remaining Saleable Residential Lots are estimates and include only lots that are intended for sale or joint venture. The mix of intended use on our remaining saleable and developable acres is primarily based on assumptions regarding entitlements and zoning of the remaining project and are likely to change over time as the master plan is refined.

(d)	Average Cash Margin represents the total projected cash profit (total projected cash sales minus remaining projected cash development expenditures excluding land costs), divided by total projected cash sales. It is calculated based on future revenues and future projected non-reimbursable development costs, capitalized overhead, capitalized taxes and capitalized interest.

(e)	Undiscounted / Uninflated Value represents Remaining Saleable Acres, multiplied by Average Price Per Acre, multiplied by Average Cash Margin.

(f)	Amount represents remaining entitlements and not necessarily the number of lots that may ultimately be developed and sold.

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(a)	These are non-consolidated joint venture partnerships.

(b)	Waiea and Anaha opened and residents began occupying units in November 2016 and October 2017, respectively. All retail has been placed in service.

(c)	Ae‘o opened and residents began occupying units in December 2018. All retail have not been leased but building placed in service.

(d)	Represents land transferred to the Strategic Developments segment in 2015 for future development at The Woodlands.

(e)	Represents land transferred to the Strategic Developments segment in 2015 for future development in the Merriweather District in Columbia, Maryland, excluding acreage relating to One and Two Merriweather now in service in our Operating Assets Segment and 6100 Merriweather and Columbia Multi-family (see above).

(f)	Represents land transferred to the Strategic Developments segment for future development at Ward Village, excluding acreage related to ‘A‘ali‘i, Ae‘o, Anaha, Ke Kilohana and Waiea.

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(a)	2017 includes the $32.2 million gain on the sale of 36 acres of land at The Elk Grove Collection and $20.2 million gain on sale of Kendall Town Center. 2016 includes the $140.5 million gain on the sale of 80 South Street and a $35.7 million impairment charge on Park West.

(b)	Amount represents Net investment in real estate excluding accumulated depreciation.

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•	cash expenditures, or future requirements for capital expenditures or contractual commitments;

•	corporate general and administrative expenses;

•	interest expense on our corporate debt;

•	income taxes that we may be required to pay;

•	any cash requirements for replacement of fully depreciated or amortized assets; and

•	limitations on, or costs related to, the transfer of earnings from our Real Estate and Other Affiliates to us.

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(a)	Please refer to discussion in the following Retail, Office, Multi-family, Hospitality and Other sections regarding this property.

(b)	Please refer to discussion in the following Other Transferred or Consolidated Properties section regarding this property.

(c)	The building was placed in service and tenant took occupancy in late December 2018, and therefore 2018 NOI on the property is not meaningful.

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(a)	Excludes executed leases with a term of 12 months or less.

(b)	Pre-leased information is associated with our projects under development at December 31, 2018.

(c)	Comparable - Renewal information is associated with stabilized assets for which the space was occupied by the same tenant within 12 months prior to the executed agreement. These leases represent an increase in cash rents from $33.51 per square foot to $34.58 per square foot, or 3.2% over previous rents.

(d)	Comparable - New information is associated with stabilized assets for which the space was occupied by a different tenant within 12 months prior to the executed agreement. These leases represent an increase in cash rents from $34.16 per square foot to $39.15 per square foot, or 14.6% over previous rents.

(e)	Non-comparable information is associated with space that was previously vacant for more than 12 months or has never been occupied.

(f)	Avg. Starting Rent is based on Base Minimum Rent only.

•	Signed a lease agreement with Nike to lease approximately 23,000 square feet of office space at Pier 17;

•	ESPN began broadcasting from their 19,000 square foot studio at Pier 17;

•	Sold out 18 of 23 concerts held at The Rooftop at Pier 17's inaugural concert season, selling over 61,000 tickets. The full artist lineup included a diverse roster of A-list talent from various genres;

•	Hosted approximately 2,100 diners during the Seaport Food Lab summer pop-up series and celebrated the grand opening of the Heineken Riverdeck in June;

•	Celebrated the openings of several new businesses, including 10 Corso Como in conjunction with New York Fashion Week. The store is the only U.S. location for the iconic Milan-based fashion destination. We also celebrated the opening of the first permanent New York location of SJP by Sarah Jessica Parker;

•	Booked more than 30 private events and celebrated the openings of Cobble & Co, 10CC Café, Garden Bar, R17 and Winterland, New York City's only outdoor rooftop ice rink; and

•	Successfully executed founding sponsorship agreements for Pier 17 with global brands such as Heineken, Pepsi, Lincoln, and Chase. In addition, we have partnered with AmTrust Title Insurance, Bacardi, Jim Beam, Moet, NY Presbyterian and Redbull.

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(a)	Excludes executed leases with a term of 12 months or less.

(b)	Pre-leased information is associated with projects under development at December 31, 2018. Certain information associated with pre-leasing activity at 110 North Wacker has been excluded for competitive reasons.

(c)	Comparable - Renewal information is associated with stabilized assets for which the space was occupied by the same tenant within 12 months prior to the executed agreement. These leases represent a decrease in cash rents from $33.20 per square foot to $32.63 per square foot, or (1.7%) under previous rents.

(d)	Comparable - New information is associated with stabilized assets for which the space was occupied by a different tenant within 12 months prior to the executed agreement. These leases represent a decrease in cash rents from $36.99 per square foot to $36.93 per square foot, or (0.2%) under previous rents.

(e)	Non-comparable information is associated with space that was previously vacant for more than 12 months or has never been occupied.

(f)	Avg. Starting Rents is based on the gross rents, including recoveries.

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(a)	Land sales include deferred revenue from land sales closed in a previous period which met criteria for recognition in the current period.

(b)	Builder price participation revenue is based on an agreed-upon percentage of the sales price of homes closed relative to the base lot price which was paid by the homebuilders to us. This revenue fluctuates based upon the number and the prices of homes closed that qualify for builder price participation payments.

(c)	For the year ended December 31, 2017, Other land revenues includes two sales of utility easements at our Bridgeland community totaling $14.1 million less related costs of $3.7 million.

(d)	Interest expense, net reflects the amount of interest that is capitalized at the project level. Negative interest expense amounts relate to interest capitalized relating to debt assigned to our Operating Assets segment and corporate debt.

(e)	Equity in earnings in Real Estate and Other Affiliates reflects our share of earnings in The Summit joint venture which commenced lot sales in the second quarter of 2016.

(f)	The negative MPC segment EBT in Maryland in 2018 and 2016 is due to real estate taxes and administrative expenses.

(g)	Commercial land sales in The Woodlands in 2018 consisted of a 1.6-acre site that was acquired in 2014 at market value, as the original purchaser did not proceed with construction, our holding costs exceeded the 2018 sale price.

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(a)	The Woodlands Hills began closing land sales in the fourth quarter of 2017.

(b)	Excludes revenues closed and deferred for recognition in a previous period that met criteria for recognition in the current period. Please see the Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue table below which reconciles Total residential and commercial land sales closed to Land sales revenue for the years ended December 31, 2018, 2017 and 2016.

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(a)	Excludes revenues closed and deferred for recognition in a previous period that met criteria for recognition in the current period. Please see the Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue table below which reconciles Total residential and commercial land sales closed to Land sales for the years ended December 31, 2018, 2017 and 2016.

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(a)	For a detailed breakdown of our MPC segment EBT, refer to Note 17 - Segments in our Notes to Consolidated Financial Statements.

(b)	SID collections are shown net of SID transfers to buyers in the respective periods.

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(a)	Development expenditures are inclusive of capitalized interest and property taxes.

(b)	MUD reimbursable costs represent land development expenditures transferred to MUD Receivables.

(c)	Primarily consists of changes in development expenditures payable.

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•	One Merriweather

•	Two Merriweather

•	1725-35 Hughes Landing Boulevard

•	Lake Woodlands Crossing Retail

•	Three Hughes Landing

•	Aristocrat

•	Two Summerlin

•	Lakeland Village Center at Bridgeland

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(a)

Total Estimated Costs represent all costs to be incurred on the project which include construction costs, demolition costs, marketing costs, capitalized leasing, payroll or project development fees, deferred financing costs and advances for certain accrued costs from lenders and excludes land costs and capitalized corporate interest allocated to the project. Total Estimated Costs for assets at Ward Village and Columbia exclude master plan infrastructure and amenity costs at Ward Village and Merriweather District.

(b)	Costs included in (a) above which have been paid through December 31, 2018.

(c)	With respect to our condominium projects, remaining debt to be drawn is reduced by deposits utilized for construction.

(d)	Positive balances represent cash drawn in advance of costs paid.

(e)	Final completion is dependent on lease-up and tenant build-out.

(f)	Negative balances represent cash to be received in excess of Estimated Remaining to be Spent. These items are primarily related to December 2018 costs that were paid by us but not yet reimbursed by our lenders. We expect to receive funds from our lenders for these costs in the future.

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(g)	Construction loans for One Merriweather, 1725-1735 Hughes Landing Boulevard and Lakeland Village Center have been repaid in full.

(h)	Positive balances represent cash equity to be invested.

(i)

110 N Wacker Total Estimated Costs excludes the land value of $86.0 million; The Debt to be Drawn includes future draws on the construction loan and anticipated equity partner and JV partner contributions. Costs Remaining to be Paid represent our remaining equity commitment. At loan closing, we received a $52.2 million cash distribution from the venture and will reinvest funds over future periods to meet its remaining equity commitment.

(j)	Positive balances represent future spending which we anticipate will be funded through a combination of construction loans which we are currently seeking and equity.

(k)	The Woodlands Master Credit Facility was increased by $30.0 million in April of 2017 to fund the construction of Creekside Park Apartments. The additional funds are available to be drawn, but we have not drawn down the facility to date.

(l)	Seaport District NYC - Pier 17 and Historic Area / Uplands Total Estimated Costs and Costs Paid Through December 31, 2018 include costs required for the Pier 17 and Historical Area/Uplands and are gross of insurance proceeds received to date.

(m)	Excludes costs to acquire the Las Vegas Aviators.

(n)	The Ae‘o facility was repaid in December 2018 in conjunction with closing on the sales of units at the property.

(o)	The Waiea and Anaha facility was repaid on October 27, 2017 in conjunction with the closing of a substantial portion of Anaha and Waiea.

(p)	Total estimate has been increased primarily as a result of warranty repairs that will be required. However, we anticipate recovering a substantial amount of these costs in the future which is not reflected in this schedule.

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(a)	Please refer to Note 17 - Segments in our Notes to Consolidated Financial Statements.

(b)	Includes our $4.8 million share of debt of our Real Estate and Other Affiliates in MPC related to The Summit joint venture.

(c)	Includes MPC cash and cash equivalents, including $55.4 million of cash related to The Summit joint venture.

(d)	Includes our $91.4 million share of debt of our real estate and other affiliates in Operating Assets (Woodlands Sarofim #1, The Metropolitan Downtown Columbia, Mr. C Seaport and m.flats/TEN.M)

(e)	Includes our $1.1 million share of Cash and cash equivalents of our Real Estate and Other Affiliates in Operating Asset (Woodlands Sarofim #1, The Metropolitan Downtown Columbia and Stewart Title of Montgomery County, TX, Mr. C Seaport and m.flats/TEN.M).

(f)	Includes our $0.9 million share of Cash and cash equivalents of our Real Estate and Other Affiliates in Strategic Developments (KR Holdings, LLC, HHMK Development, LLC and Circle T Ranch and Power Center).

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(a)	Based on final maturity, inclusive of extension options.

(b)	Interest is based on the borrowings that are presently outstanding and current floating interest rates.

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(a)	Amounts are shown net of deferred tax benefit of $0.3 million for the years ended December 31, 2018 and 2017 and deferred tax expense of $1.3 million for the year ended December 31, 2016.

(b)	The deferred tax impact was not meaningful for the year ended December 31, 2018. Amount is net of deferred tax benefit of $0.1 million for the years ended December 31, 2017 and 2016.

(c)	Net of deferred tax expense of $0.5 million for the year ended December 31, 2018 and deferred tax benefit of zero and $0.5 million for the years ended December 31, 2017 and 2016, respectively.

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

(e)	The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, as of January 1, 2018. See Note 1 - Summary of Significant Accounting Policies for further discussion.

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

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

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

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•	a decrease to Condominium receivables of $154.2 million;

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

•	an increase to Developments of $150.8 million;

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

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

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

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

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

(b)	HHC acquired this joint venture partner’s interest in 2017 and has consolidated the assets and liabilities of the entity in its financial results. See Note 3 - Acquisitions and Dispositions for additional information regarding the transaction.

(c)	Carrying Value and Share of Earnings/Dividends balances represent immaterial residual activity recorded subsequent to HHC's acquisition of the joint venture partner's interest in 2017.

(d)	The Metropolitan Downtown Columbia was in a deficit position of $3.8 million and $2.6 million at December 31, 2018 and December 31, 2017, respectively, due to distributions from operating cash flows in excess of basis. This deficit balance is presented in Accounts payable and accrued expenses at December 31, 2018 and 2017.

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

(f)	The Mr. C Seaport hotel was closed in December 2016 for redevelopment and was transferred to the Strategic Developments segment as of January 1, 2017. The property was transferred from Strategic Developments to Operating Assets during the three months ended September 30, 2018 when the redeveloped hotel opened for business.

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(a)	Revenues related to land sales at the joint venture are recognized on a percentage of completion basis as The Summit follows the private company timeline for implementation of the New Revenue Standard of 2019.

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(a)

As more fully described below, $615.0 million and $428.3 million of variable rate debt has been swapped to a fixed rate for the term of the related debt as of December 31, 2018 and 2017, respectively. An additional $50.0 million of variable rate debt was subject to interest rate collars as of December 31, 2018. As of December 31, 2018 and 2017, $75.0 million and $108.6 million, respectively, of variable rate debt was capped at a maximum interest rate.

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(a)

Maturity dates presented include initial maturity date as well as the extended or final maturity date as contractually stated. Extension periods generally can be exercised at HHC's option at the initial maturity date, subject to customary extension terms that are based on current property performance projections. Such extension terms may include, but are not limited to, 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 in order 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 2.50%, 2.81% and 5.50%, respectively, at December 31, 2018.

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(c)	Rates and maturities were not changed as the line is retained for prior year presentation purposes only. Property is collateral for the Senior Secured Credit Facility, and their prior balances were repaid upon execution of the Senior Secured Credit Facility agreement on September 18, 2018.

(d)	100.0% of the outstanding principal of $50.0 million is subject to fixed interest rate collar contracts for the remaining term of the debt.

(e)	Includes SID Bonds related to Two Summerlin, Aristocrat, Tanager Apartments, and Summerlin Ballpark. Maturity dates range between December 2020 and December 2030 and interest rates range between 6.00% and 7.30%.

(f)	100.0% of the outstanding principal of the $615.0 million Term Loan is swapped to a fixed rate equal to 4.61%.

i.	$1.0 billion of Senior Notes due 2025;

ii.

$266.8 million financing for the Downtown Summerlin development which has an initial maximum recourse of 35% of the outstanding balance, which will reduce to 15% upon achievement of a 1.15:1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25:1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot. As of December 31, 2018, 35% of the outstanding loan balance remains recourse to HHC;

iii.	30% or $29.0 million of the Ke Kilohana outstanding loan balance;

iv.	50%, or $23.8 million, of the Outlet Collection at Riverwalk outstanding loan balance;

v.	100%, or $12.4 million, of the Other Corporate Financing Arrangements outstanding loan balance;

vi.	18%, or $9.0 million, of the 110 North Wacker outstanding loan balance;

vii.	25% of the Tanager outstanding loan balance;

viii.	25% of the Lakeside Row outstanding loan balance;

ix.	25% of the Columbia Multi-family outstanding loan balance and;

x.	25% of the 6100 Merriweather outstanding loan balance.

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(a)	For 2017, this amount represents losses recognized relating to each warrant prior to the respective exercise date. For 2016, represents unrealized losses recorded for outstanding warrants at the end of the period. Changes in the fair value of the Sponsor Warrants and Management Warrants prior to exercise were recognized in net income as a warrant liability gain or loss.

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

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

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

(d)	On September 21, 2018, the Company settled $40.0 million and $119.4 million in interest rate swaps.

(e)	On May 17, 2018, the Company settled $250.0 million in forward starting swaps.

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

(g)	Concurrent with the funding of the new $615.0 million Term Loan discussed in Note 7 - Mortgages, Notes and Loans Payable, Net, on September 21, 2018, the Company entered into this interest rate swap which is designated as a cash flow hedge.

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•	MPC – consists of the development and sale of land in large‑scale, long‑term community development projects in and around Las Vegas, Nevada; Houston, Texas; and Columbia, Maryland.

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

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

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(a)	Diluted earnings per share includes the impact of dilutive warrants, in the money options and restricted stock. Net income used in the calculation of EPS was also adjusted for the warrant gain during the period, where applicable.

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(a)	See description of Encumbrances in Note 7 - Mortgages, Notes and Loans Payable, Net of the Consolidated Financial Statements.

(b)	Initial cost for projects undergoing development or redevelopment is cost at end of first complete calendar year subsequent to opening.

(c)	For retail and other properties, costs capitalized subsequent to acquisitions is net of cost of disposals or other property write‑downs. For MPCs, costs capitalized subsequent to acquisitions are net of the cost of land sales.

(d)	The aggregate cost of land, building and improvements for federal income tax purposes is approximately $5.0 billion.

(e)	Reductions in Land reflect transfers to Buildings and Improvements for projects which the Company is internally developing.

(f)	Includes all amounts related to Developments.

(g)	Depreciation is computed based upon the useful lives in Note 1 - Summary of Significant Accounting Policies.

(h)	Property is collateral for the Senior Secured Credit Facility. See Note 7 - Mortgages, Notes and Loans Payable, Net of the Consolidated Financial Statements for additional information.

(i)	Encumbrances balance either represents or is inclusive of SIDs. See Note 7 - Mortgages, Notes and Loans Payable, Net of the Consolidated Financial Statements for additional information.

(j)	Downtown Summerlin includes ONE Summerlin office property, which was placed in service in 2015.

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