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Section 1: 8-K (8-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 26, 2018

 


 

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware
(State or other jurisdiction
of incorporation)

 

001-34856
(Commission File Number)

 

36-4673192
(I.R.S. Employer
Identification No.)

 

One Galleria Tower

13355 Noel Road, 22nd Floor

Dallas, Texas  75240

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:  (214) 741-7744

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 2.02                                           Results of Operations and Financial Condition

 

On February 26, 2018, The Howard Hughes Corporation (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and full year ended December 31, 2017. A copy of this press release is attached hereto as Exhibit 99.1.

 

The information contained in this Current Report on Form 8-K pursuant to this “Item 2.02 Results of Operations and Financial Condition” is being furnished.  This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

 

Item 7.01                                           Regulation FD Disclosure.

 

On February 26, 2018, the Company issued supplemental information for the fourth quarter ended December 31, 2017. The supplemental information contains key information about the Company. The supplemental information is attached hereto as Exhibit 99.2 and has been posted on our website at www.howardhughes.com under the “Investors” tab.

 

The information contained in this Current Report on Form 8-K pursuant to this “Item 7.01 Regulation FD Disclosure” is being furnished.  This information shall not be deemed to be filed for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated February 26, 2018 announcing the Company’s financial results for the fourth quarter and full year ended December 31, 2017.

 

 

 

99.2

 

Supplemental information for the fourth quarter ended December 31, 2017.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

THE HOWARD HUGHES CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter F. Riley

 

 

 

Peter F. Riley

 

 

 

Senior Vice President, Secretary and
General Counsel

 

Date:  February 26, 2018

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

PRESS RELEASE

 

Contact Information:

David R. O’Reilly

Chief Financial Officer

(214) 741-7744

David.OReilly@howardhughes.com

 

THE HOWARD HUGHES CORPORATION®

REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS

 

Dallas, TX, February 26, 2018 — The Howard Hughes Corporation ® (NYSE: HHC) (the “Company”) announced operating results for the fourth quarter and year ended December 31, 2017. The financial statements, exhibits and reconciliations of non-GAAP measures in the attached Appendix and the Supplemental Information at Exhibit 99.2 provide further details of these results.

 

Full Year Earnings Highlights

 

·                  Net income attributable to common stockholders decreased $33.9 million in 2017, to $168.4 million and $3.91 per diluted share, compared to 2016 net income of $202.3 million or $4.73 per diluted share. The decrease is primarily due to a decline in gains on sales of properties, increased warrant liabilities loss, and decreased equity in earnings from real estate and other affiliates, offset by a $164.3 million decrease in our tax provision, primarily due to a $101.7 million benefit provided by the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).

·                  Total net operating income (“NOI”) from operating assets, excluding assets sold or in redevelopment and including our share of NOI from joint ventures, was $157.0 million for the year ended December 31, 2017, an increase of $18.0 million or 13.0% over the year ended December 31, 2016 driven by strong performance and the stabilization of assets across all property types.

·                  Master Planned Communities (“MPC”) segment earnings before tax (“EBT”) increased by $10.9 million or 6.1% to $190.4 million for the year ended December 31, 2017, compared to $179.5 million for the year ended December 31, 2016, bolstered by strong performance in Bridgeland and Summerlin as well as the opening and initial land sales at our newest MPC, The Woodlands Hills.

·                  Sold 177 condominiums at Ward Village in 2017, bringing total homes closed or under contract to 1,286 homes or 93.1% of the 1,381 residences available for sale at our four residential projects.

·                  Completed and placed into service four projects including two office buildings and two self-storage facilities and commenced construction on five projects including three office buildings, one multi-family project and one retail center.

·                  Closed on the sales of six of our non-core assets for total proceeds of $88.6 million, resulting in a net gain of $55.3 million while generating $88.5 million in taxable losses.

·                  Subsequent to the end of the year, repurchased 475,920 shares of common stock in a private, unaffiliated transaction at a purchase price of $120.33 per share, or approximately $57.3 million.

·                  In February 2018, executed an agreement with an affiliate of Noho Hospitality Group, cofounded by two-time James Beard award-winning chef, Andrew Carmellini, to open a new restaurant in the Pier Village as well as multi-year sponsorship agreements with Ticketmaster and Heineken (through NYC Seaport SP Group, LLC).

 

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Fourth Quarter 2017 Highlights

 

·                  Net income attributable to common stockholders increased to $149.1 million or $3.46 per diluted share for the three months ended December 31, 2017, as compared to $43.6 million, or $1.02 per diluted share, for the three months ended December 31, 2016, due in large part to a $94.0 million tax benefit primarily driven by the Tax Act.

·                  Total NOI from operating assets was $36.2 million for the three months ended December 31, 2017, a decrease of $2.2 million or 5.7% compared to $38.4 million for the three months ended December 31, 2016 reflecting a decrease at our 110 North Wacker property due to the tenant no longer paying rent as we prepare for imminent redevelopment.

·                  MPC segment EBT was $52.6 million for the three months ended December 31, 2017, a decrease of $10.1 million or 16.1% compared to the three months ended December 31, 2016 largely as a result of the timing of land sales.

·                  Sold 59 condominiums at Ward Village in the fourth quarter of 2017, bringing total homes closed or under contract to 1,286 homes or 93.1% of the 1,381 residences available for sale at our four residential projects.

·                  Sold four non-core properties for $52.1 million in proceeds, resulting in $22.8 million in gains while generating $43.6 million in taxable losses.

·                  Acquired our joint venture partner’s 50.0% interest in Constellation, our multi-family project in Summerlin, for $8.0 million in cash and 50% of the joint venture’s liabilities for a total of $16.0 million. As a result of the change in control, we recognized a gain of $17.8 million in Gain on acquisition of joint venture partner’s interest in conjunction with this acquisition relating to the step-up to fair value of the assets acquired.

·                  Announced on October 9, 2017 that ESPN will open live broadcast studios and broadcast numerous daily shows from Pier 17 at the Seaport District in New York through a long-term lease with ESPN’s studio provider NEP Imaging Group, LLC.

·                  Broke ground on the development of a new ballpark located in the Downtown Summerlin area for our wholly owned Las Vegas 51s Triple-A professional baseball team and signed a 20-year, $80.0 million naming rights agreement for the future stadium with the Las Vegas Convention and Visitor’s Authority.

·                  Began construction in the first quarter of 2018 on Downtown Summerlin Apartments, a 267-unit multi-family project in Summerlin.

 

“In 2017, we continued making significant progress across each of our core markets and business segments. We had our third consecutive year of increased land sales at our MPCs, highest year of NOI in our history within our Operating Assets segment, and a record year of sales at Ward Village without the launch of a new building - contracting 177 units bringing our sales to 93% of total homes sold at our four buildings delivered or under construction. Additionally, we continued to unlock value within our deep development pipeline, placing four new properties into operation while commencing construction on five projects, which upon stabilization should add $28.2 million of recurring NOI.” said David R. Weinreb, Chief Executive Officer. “We closed the year out strong with a successful quarter in which we sold four non-core properties, recycling the proceeds into our core assets, and unlocking meaningful tax benefits. We also increased total land sales revenues and operating income compared to the fourth quarter last year, demonstrating the continued robust demand in the market for homes within our award-winning master planned communities and the ongoing strength of our stabilizing operating portfolio.”

 

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Financial Results

 

Throughout 2017, we demonstrated strong operating results realizing $1.1 billion in total revenues, an increase of $65.1 million as compared to 2016 driven by increases in our Operating Assets and MPC segments offset by a modest decline in our Strategic Developments segment. The decrease in revenues in our Strategic Developments segment was due to a decrease in condominium rights and unit sales recognized on a percentage of completion, as two of our residential towers are substantially sold. Despite higher revenues, the decline in operating income was largely the result of one-time gain on sales of properties realized in 2016, including the result of a one-time opportunistic gain of $140.5 million on the 2016 sale of 80 South Street Assemblage, and is not indicative of the underlying business results within our operating segments.

 

 

 

Three Months Ended December 31, 

 

Year Ended December 31, 

 

(In thousands, except per share amounts)

 

2017

 

2016

 

2017

 

2016

 

Net income attributable to common stockholders

 

$

149,121

 

$

43,595

 

$

168,404

 

$

202,303

 

Basic income per share

 

$

3.48

 

$

1.10

 

$

4.07

 

$

5.12

 

Diluted income per share

 

$

3.46

 

$

1.02

 

$

3.91

 

$

4.73

 

 

 

 

 

 

 

 

 

 

 

Funds from operations (FFO)

 

$

168,033

 

$

67,963

 

$

260,278

 

$

244,588

 

FFO per weighted average diluted share

 

$

3.90

 

$

1.59

 

$

6.04

 

$

5.72

 

 

 

 

 

 

 

 

 

 

 

Core FFO

 

$

75,437

 

$

98,631

 

$

297,980

 

$

333,715

 

Core FFO per weighted average diluted share

 

$

1.75

 

$

2.31

 

$

6.92

 

$

7.81

 

 

 

 

 

 

 

 

 

 

 

AFFO

 

$

68,822

 

$

92,278

 

$

279,182

 

$

316,302

 

AFFO per weighted average diluted share

 

$

1.60

 

$

2.16

 

$

6.48

 

$

7.40

 

 

The $105.5 million increase in Net income attributable to common stockholders for the three months ended December 31, 2017 as compared to the same period in 2016 primarily relates to a $101.7 million tax benefit as well as increased operating income in our MPC segment and an increase in gains on sales of properties. These increases were partially offset by accelerated depreciation relating to operating assets closing for redevelopment. The $33.9 million decrease in Net income attributable to common stockholders for the year ended December 31, 2017 as compared to 2016 is primarily due to a decline in gains on sales of properties, a loss from redemption of senior notes, increased warrant liabilities loss, and decreased equity in earnings from real estate and other affiliates.  These decreases were offset by a $164.3 million decrease in our tax provision, primarily due to a $101.7 million benefit provided by the Tax Act.

 

FFO for the three months ended December 31, 2017 increased $100.1 million or $2.31 per diluted share compared to the same period in 2016 primarily due to the items mentioned above.  FFO for the year ended December 31, 2017 increased $15.7 million or $0.32 per diluted share as compared to the year ended December 31, 2016 primarily due to $125.4 million overall reduction in the tax provision, offset by a $46.4 million loss on redemption of senior notes due 2021, $19.0 million in additional warrant liability losses in 2017, decreases of approximately $38.2 million in segment earnings primarily driven by a decrease in condominium rights and units sales as homes at Waiea and Anaha are substantially sold, and a decrease of $3.8 million as compared to prior year on gains on acquisition of joint venture partner’s interest.

 

Core FFO for the three months ended December 31, 2017 decreased $23.2 million or $0.56 per diluted share as compared to the same period in 2016, and for the year ended December 31, 2017 decreased $35.7 million or $0.89 per diluted share as compared to 2016.  The decreases in both periods were primarily due to a decline in condominium rights and unit sales under the percentage of completion method as well as a decline in equity in earnings in real estate and other affiliates due to timing of sales at The Summit joint venture and a sale in 2016 at our Circle T Ranch and Power Center joint venture which did not recur in 2017. These decreases are offset by increases in the MPC and Operating Assets segment earnings, adjusted to exclude gains, depreciation and amortization on depreciable real estate property.

 

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Adjusted FFO (“AFFO”), our Core FFO adjusted to exclude recurring capital improvements and leasing commissions, decreased $23.5 million or $0.56 per diluted share for the three months ended December 31, 2017 as compared to the same period in 2016 primarily due to the items discussed above.  Adjusted FFO decreased $37.1 million or $0.92 per diluted share for the year ended December 31, 2017 as compared 2016 primarily due to the items discussed above as well as a slight increase of $1.6 million in recurring tenant and capital improvements. Please reference FFO, Core FFO and AFFO as defined and reconciled to the closest GAAP measure in the Appendix to this release and the reasons why we believe these non-GAAP measures are meaningful to investors.

 

Business Segment Operating Results

 

Master Planned Communities

 

In 2017, we increased our MPC segment earnings before tax to $190.4 million, an increase of 6.1% as compared to prior year, bolstered by strong performance in Bridgeland and Summerlin as well as the opening and initial land sales at our newest MPC, The Woodlands Hills. In total during 2017, we sold 349.6 acres of residential land at a price per acre increase of 1.3%, 26.1% and 12.1% at Bridgeland, Summerlin and The Woodlands, respectively.  These increases, along with the sale of 35.7 acres of commercial land, helped drive an increase in total revenue in our MPC segment by $46.2 million. In addition, we recognized our $23.2 million share of earnings from The Summit, our luxury golf course joint venture development within Summerlin, and received a $10.0 million cash distribution generated by $55.9 million in land sales at the joint venture.

 

Operating Assets

 

In our Operating Assets segment, we increased net operating income (“NOI”), including our share of NOI from equity investments and excluding properties sold or in redevelopment, by $18.0 million, or 13.0%, to $157.0 million in 2017 compared to $139.0 million in 2016. This increase was driven by strong performance and the stabilization of assets across all property types, partially offset by NOI reductions related to the wind down of operating activities at both 110 North Wacker and certain areas of Ward Village, where we will execute on development in the coming months as we pursue future value creation opportunities. We experienced particularly strong NOI growth in our office and hospitality assets for the years ended December 31, 2017 and 2016 with an increase in NOI of $7.3 million and $6.9 million, respectively.

 

Also during 2017, we acquired our joint venture partner’s 50.0% interest in Constellation for $8.0 million in cash and 50% of the joint venture’s liabilities, for a total of $16.0 million, resulting in a gain of $17.8 million on step-up to fair value of net assets acquired.  We also acquired our joint venture partner’s 50.0% interest in the Las Vegas 51s minor league baseball team, which upon completion of a new stadium will serve as an amenity for our Summerlin MPC, for $16.4 million, resulting in a gain of $5.4 million on step-up to fair value of the net assets acquired.

 

Strategic Developments

 

Our Strategic Developments segment experienced another strong year of execution with respect to both the sale of condominium units in Ward Village as well as development activities throughout the portfolio, with two new condominium towers under construction, two that have welcomed residents and three projects completed at The Woodlands and Columbia. We reported revenues of $464.3 million from condominium rights and unit sales at our four residential condominium towers available for sale in Ward Village, as compared to $485.6 million in 2016 and $305.3 million in 2015.  Through December 31, 2017 we have closed on the sales of a total of 464 units to new residents. With the opening of both Waiea and Anaha to new residents and the associated proceeds generated from the closings of those units, we repaid the $195.3 million outstanding balance on the Waiea and Anaha construction loan.

 

4



 

Also within our Strategic Development segment during 2017, we completed construction on: (i) two self-storage facilities in The Woodlands totaling 1,438 units; (ii) One Merriweather, a 202,603 square foot, Class A office building in Downtown Columbia; and (iii) Two Merriweather, a 124,635 square foot, Class A office building in Downtown Columbia. We commenced construction on six projects including: (i) Aristocrat, a 12-acre build-to-suit project including two 90,000 square foot office buildings, 100% pre-leased to Aristocrat Technologies; (ii) Two Summerlin, a 145,000 square foot Class A office building; (iii) 100 Fellowship Drive, a three-story, 203,000 rentable square foot medical building in The Woodlands which is 100% pre-leased; (iv) Creekside Park Apartments, a 292-unit apartment complex in The Woodlands; (v) Lake Woodlands Crossing Retail center, containing approximately 60,300 rentable retail square feet in The Woodlands; and (vi) 33 Peck Slip, our joint venture project for redevelopment of a 66-room hotel serving as an amenity in the Seaport District. Finally, we broke ground on a new ballpark in downtown Summerlin for the Las Vegas 51s minor league baseball team as well as signed a naming rights agreement with the Las Vegas Convention and Visitor’s Authority for the new ballpark which will pay us $4 million annually for a 20-year term.

 

Balance Sheet Fourth Quarter Activity and Subsequent Events

 

As of December 31, 2017, our total consolidated debt equaled approximately 42.5% of our total assets. Our leverage ratio (debt to enterprise value, as defined in the Supplemental Information) was 36.2% as of December 31, 2017. We believe our low leverage, with a focus on project specific financing, reduces our exposure to potential downturns and provides us with the ability to evaluate new opportunities.

 

In 2017, we were also able to maintain our strong balance sheet, financial flexibility and liquidity to fund future growth. As of December 31, 2017, we have $861.1 million of cash and cash equivalents, and, based on extended maturity dates, we have only $78.2 million of debt maturing during 2018. In March of 2017, we issued $800 million of 5.375% senior notes due March 15, 2025 (the “2025 Notes”), using the sales proceeds to redeem all $750 million of the 6.875% senior notes, to pay related transaction fees and expenses, and to repay construction financings and fund ongoing development projects and general corporate needs. This refinancing transaction added meaningful duration to our debt maturity profile, reduced our current coupon by 150 basis points and maintained our current liquidity profile all at a positive net present value basis. In June of 2017, we opportunistically issued an additional $200.0 million of the 2025 Notes at a premium to par of 102.25%, further increasing our liquidity profile.

 

In addition, our liquidity was further enhanced during the year by obtaining approximately $127.6 million in construction financings, obtaining $49.2 million in non-recourse financings, a $30.0 million increase in The Woodlands Master Credit Facility, the receipt of our first reimbursement of $1.6 million from the first tranche of $38.5 million in Tax Increment Financed bonds issued by Howard County, Maryland (with another $14.4 million submitted for reimbursement as of December 31, 2017, to offset our development costs), and the receipt of $52.0 million from our CEO and President as consideration for the issuance of warrants to these executives. Finally, we closed on the sales of six non-core assets for total proceeds of $88.6 million, resulting in a net gain of $51.4 million included in Gains on sales of properties from our Strategic Developments segment and $3.9 million in Gains on sales of operating properties from our Operating Assets segment. These sales have generated $88.5 million in taxable losses.

 

On February 23, 2018, we repurchased 475,920 shares of our common stock, par value $0.01 per share, in a private transaction with an unaffiliated entity at a purchase price of $120.33 per share, or approximately $57,267,453 in the aggregate.  The repurchase transaction was consummated on February 21, 2018, and was funded with cash on hand.

 

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On January 19, 2018, we paid off the $18.9 million mortgage loan on our 110 North Wacker property and settled the related swap position. As of January 2018, our tenant has vacated, and demolition has begun on 110 North Wacker to allow for redevelopment of the property.  The newly constructed 110 North Wacker will be a 53-story, Class A, downtown office building with 1.4 million square feet, and it is currently 34.8% pre-leased to Bank of America.

 

On December 28, 2017, we closed on a $24.2 million non-recourse financing for Constellation, a multi-family building located in Summerlin. The loan bears interest at 4.07% and matures on January 1, 2033.

 

On December 5, 2017, we executed a modification of our $65.5 million Three Hughes Landing Facility to extend the maturity 30 days to January 5, 2018. On January 5, 2018, we modified and extended the $65.5 million loan which bears interest at one-month LIBOR plus 2.60% with an initial maturity of December 5, 2018, with two, one-year extension options.

 

About The Howard Hughes Corporation®

 

The Howard Hughes Corporation owns, manages and develops commercial, residential and mixed-use real estate throughout the U.S. Our properties include master planned communities, operating properties, development opportunities and other unique assets spanning 14 states from New York to Hawai‘i. The Howard Hughes Corporation is traded on the New York Stock Exchange under HHC with major offices in New York, Columbia, MD, Dallas, Houston, Las Vegas and Honolulu. For additional information about HHC, visit www.howardhughes.com or find us on Facebook, Twitter, Instagram, and LinkedIn.

 

Safe Harbor Statement

 

We may make forward-looking statements in this press release and in other reports and presentations that we file or furnish with the Securities and Exchange Commission. In addition, our management may make forward-looking statements orally to analysts, investors, creditors, the media and others. Forward-looking statements include:

 

·                  budgeted costs, future lot sales and estimates of NOI and EBT;

·                  capital required for our operations and development opportunities for the properties in our 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 segment and other current income producing properties;

·                  forecasts of our future economic performance; and

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

 

These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. These risk factors are described in our Annual Report, which has been filed with the Securities and Exchange Commission on February 26, 2018. Any factor could, by itself, or together with one or more other factors, adversely affect our business, results of operations or financial condition. There may be other factors currently unknown to us that we have not described in our Annual Report that could cause results to differ from our expectations. These forward-looking statements present our estimates and assumptions as of the date of this press release. Except as may be required by law, we undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this release.

 

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THE HOWARD HUGHES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

 

 

 

Three Months Ended December 31, 

 

Year Ended December 31, 

 

(In thousands, except per share amounts)

 

2017

 

2016

 

2017

 

2016

 

Revenues:

 

 

 

 

 

 

 

 

 

Condominium rights and unit sales

 

$

122,043

 

$

123,021

 

$

464,251

 

$

485,634

 

Master Planned Community land sales

 

71,064

 

68,150

 

248,595

 

215,318

 

Minimum rents

 

46,972

 

45,013

 

183,025

 

173,268

 

Tenant recoveries

 

11,187

 

11,222

 

45,814

 

44,330

 

Hospitality revenues

 

18,830

 

16,126

 

76,020

 

62,252

 

Builder price participation

 

8,222

 

5,755

 

22,835

 

21,386

 

Other land revenues

 

8,560

 

4,009

 

28,166

 

16,232

 

Other rental and property revenues

 

14,105

 

5,250

 

31,414

 

16,585

 

Total revenues

 

300,983

 

278,546

 

1,100,120

 

1,035,005

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Condominium rights and unit cost of sales

 

85,152

 

81,566

 

338,361

 

319,325

 

Master Planned Community cost of sales

 

32,828

 

29,599

 

121,116

 

95,727

 

Master Planned Community operations

 

13,896

 

11,919

 

38,777

 

42,371

 

Other property operating costs

 

31,576

 

18,465

 

91,729

 

65,978

 

Rental property real estate taxes

 

7,420

 

5,737

 

29,185

 

26,847

 

Rental property maintenance costs

 

3,416

 

3,175

 

13,432

 

12,392

 

Hospitality operating costs

 

14,828

 

11,980

 

56,362

 

49,359

 

Provision for doubtful accounts

 

982

 

1,035

 

2,710

 

5,664

 

Demolition costs

 

1,620

 

994

 

1,923

 

2,212

 

Development-related marketing costs

 

5,717

 

6,598

 

20,504

 

22,184

 

General and administrative

 

26,459

 

25,083

 

89,882

 

86,588

 

Depreciation and amortization

 

36,059

 

24,618

 

132,252

 

95,864

 

Total expenses

 

259,953

 

220,769

 

936,233

 

824,511

 

 

 

 

 

 

 

 

 

 

 

Operating income before other items

 

41,030

 

57,777

 

163,887

 

210,494

 

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

Provision for impairment

 

 

 

 

(35,734

)

Gains on sales of properties

 

18,915

 

 

51,367

 

140,549

 

Other (loss) income, net

 

2,498

 

1,595

 

3,248

 

11,453

 

Total other

 

21,413

 

1,595

 

54,615

 

116,268

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

62,443

 

59,372

 

218,502

 

326,762

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

872

 

459

 

4,043

 

1,359

 

Interest expense

 

(15,021

)

(17,096

)

(64,568

)

(65,724

)

Loss on redemption of senior notes due 2021

 

 

 

(46,410

)

 

Warrant liability (loss) gain

 

 

(2,780

)

(43,443

)

(24,410

)

Gain on acquisition of joint venture partner’s interest

 

17,842

 

 

23,332

 

27,088

 

Gain (loss) on disposal of operating assets

 

3,868

 

(1,117

)

3,868

 

(1,117

)

Equity in earnings from Real Estate and Other Affiliates

 

(323

)

21,118

 

25,498

 

56,818

 

Income before taxes

 

69,681

 

59,956

 

120,822

 

320,776

 

(Benefit) provision for income taxes

 

(77,647

)

16,361

 

(45,801

)

118,450

 

Net income

 

147,328

 

43,595

 

166,623

 

202,326

 

Net loss (income) attributable to noncontrolling interests

 

1,793

 

 

1,781

 

(23

)

Net income attributable to common stockholders

 

$

149,121

 

$

43,595

 

$

168,404

 

$

202,303

 

 

 

 

 

 

 

 

 

 

 

Basic income per share:

 

$

3.48

 

$

1.10

 

$

4.07

 

$

5.12

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share:

 

$

3.46

 

$

1.02

 

$

3.91

 

$

4.73

 

 

7



 

THE HOWARD HUGHES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

 

 

 

December 31, 

 

(In thousands, except share amounts)

 

2017

 

2016

 

Assets:

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

Master Planned Community assets

 

$

1,642,278

 

$

1,669,561

 

Buildings and equipment

 

2,238,617

 

2,027,363

 

Less: accumulated depreciation

 

(321,882

)

(245,814

)

Land

 

277,932

 

320,936

 

Developments

 

1,196,582

 

961,980

 

Net property and equipment

 

5,033,527

 

4,734,026

 

Investment in Real Estate and Other Affiliates

 

76,593

 

76,376

 

Net investment in real estate

 

5,110,120

 

4,810,402

 

Cash and cash equivalents

 

861,059

 

665,510

 

Accounts receivable, net

 

13,041

 

9,883

 

Municipal Utility District receivables, net

 

184,811

 

150,385

 

Notes receivable, net

 

5,864

 

155

 

Deferred expenses, net

 

80,901

 

64,531

 

Prepaid expenses and other assets, net

 

473,268

 

666,516

 

Total assets

 

$

6,729,064

 

$

6,367,382

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgages, notes and loans payable, net

 

$

2,857,945

 

$

2,690,747

 

Deferred tax liabilities

 

160,850

 

200,945

 

Warrant liabilities

 

 

332,170

 

Accounts payable and accrued expenses

 

521,718

 

572,010

 

Total liabilities

 

3,540,513

 

3,795,872

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued

 

 

 

Common stock: $.01 par value; 150,000,000 shares authorized, 43,300,253 shares issued and 43,270,880 outstanding as of December 31, 2017 and 39,802,064 shares issued and 39,790,003 outstanding as of December 31, 2016

 

433

 

398

 

Additional paid-in capital

 

3,302,502

 

2,853,269

 

Accumulated deficit

 

(109,508

)

(277,912

)

Accumulated other comprehensive loss

 

(6,965

)

(6,786

)

Treasury stock, at cost, 29,373 shares and 12,061 shares as of December 31, 2017 and 2016, respectively

 

(3,476

)

(1,231

)

Total stockholders’ equity

 

3,182,986

 

2,567,738

 

Noncontrolling interests

 

5,565

 

3,772

 

Total equity

 

3,188,551

 

2,571,510

 

Total liabilities and equity

 

$

6,729,064

 

$

6,367,382

 

 

8



 

Appendix – Reconciliations of Non-GAAP Measures

 

As of and for the Three Months and Year Ended December 31, 2017

 

We use certain non-GAAP performance measures, in addition to the required GAAP presentations, as we believe these measures improve the understanding of our operational results and make comparisons of operating results among peer companies more meaningful. Management continually evaluates the usefulness, relevance, limitations, and calculation of the Company’s reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change. The non-GAAP financial measures used herein are Net operating income (“NOI”), Funds from operations (“FFO”), Core funds from operations (“Core FFO”), and Adjusted funds from operations (“AFFO”).

 

Because our three segments, Master Planned Communities, Operating Assets and Strategic Developments, are managed separately, we use different operating measures to assess operating results and allocate resources among these three segments. The one common operating measure used to assess operating results for our business segments is EBT. EBT, as it relates to each business segment, represents the revenues less expenses of each segment, including interest income, interest expense and Equity in earnings of real estate and other affiliates. EBT excludes corporate expenses and other items that are not allocable to the segments. We present EBT because we use this measure, among others, internally to assess the core operating performance of our assets. However, EBT should not be considered as an alternative to GAAP net income.

 

Reconciliation of EBT to income before taxes

 

Three Months Ended December 31, 

 

Year Ended December 31, 

 

(In thousands)

 

2017

 

2016

 

2017

 

2016

 

2015

 

MPC segment EBT

 

$

52,604

 

$

62,706

 

$

190,351

 

$

179,481

 

$

114,366

 

Operating Assets segment EBT

 

(14,356

)

5,191

 

(28,664

)

(22,985

)

(9,646

)

Strategic Developments segment EBT

 

51,985

 

36,102

 

169,041

 

302,022

 

97,580

 

Total consolidated segment EBT

 

90,233

 

103,999

 

330,728

 

458,518

 

202,300

 

Corporate and other items:

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

(26,459

)

(25,083

)

(89,882

)

(86,588

)

(81,345

)

Corporate interest expense, net

 

(12,105

)

(13,104

)

(48,700

)

(52,460

)

(52,995

)

Warrant liability (loss) gain

 

 

(2,780

)

(43,443

)

(24,410

)

58,320

 

Gain on acquisition of joint venture partner’s interest

 

17,842

 

 

23,332

 

27,088

 

 

Gain (loss) on disposal of operating assets

 

3,868

 

(1,117

)

3,868

 

(1,117

)

29,073

 

Gains on sales of properties

 

125

 

 

125

 

 

 

Equity in earnings in Real Estate and Other Affiliates

 

(453

)

 

(453

)

 

 

Loss on redemption of senior notes due 2021

 

 

 

(46,410

)

 

 

Corporate other (expense) income, net

 

(923

)

51

 

(45

)

6,241

 

1,409

 

Corporate depreciation and amortization

 

(2,447

)

(2,010

)

(8,298

)

(6,496

)

(6,042

)

Total Corporate and other items

 

(20,552

)

(44,043

)

(209,906

)

(137,742

)

(51,580

)

Income before taxes

 

$

69,681

 

$

59,956

 

$

120,822

 

$

320,776

 

$

150,720

 

 

NOI

 

We believe that NOI is a useful supplemental measure of the performance of our Operating Assets portfolio because it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating real estate properties and the impact on operations from trends in rental and occupancy rates and operating costs. We define NOI as operating revenues (rental income, tenant recoveries and other revenue) less operating expenses (real estate taxes, repairs and maintenance, marketing and other property expenses, including our share of NOI from equity investees). NOI excludes straight-line rents and amortization of tenant incentives, net interest expense, ground rent amortization, demolition costs, amortization, depreciation, and development-related marketing. All management fees have been eliminated for all internally-managed properties. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors, which vary by property, such as lease structure,

 

9



 

lease rates and tenant base have on our operating results, gross margins and investment returns. Variances between years in NOI typically result from changes in rental rates, occupancy, tenant mix and operating expenses. Although we believe that NOI provides useful information to investors about the performance of our Operating Assets, due to the exclusions noted above, NOI should only be used as an additional measure of the financial performance of the assets of this segment of our business and not as an alternative to GAAP net income (loss). For reference, and as an aid in understanding our computation of NOI, a reconciliation of Operating Assets EBT to Operating Assets NOI has been presented in the table below.

 

 

 

Three Months Ended
December 31, 

 

Year Ended December 31, 

 

(In thousands)

 

2017

 

2016

 

2017

 

2016

 

Total Operating Assets segment EBT

 

$

(14,356

)

$

5,191

 

$

(28,664

)

$

(22,985

)

 

 

 

 

 

 

 

 

 

 

Add Back:

 

 

 

 

 

 

 

 

 

Straight-line lease amortization

 

(2,801

)

(1,057

)

(7,999

)

(10,689

)

Demolition costs

 

1,443

 

194

 

1,605

 

194

 

Development-related marketing costs

 

1,029

 

46

 

3,346

 

947

 

Provision for impairment

 

 

 

 

35,734

 

Depreciation and Amortization

 

33,503

 

21,767

 

122,421

 

86,313

 

Write-off of lease intangibles and other

 

492

 

61

 

575

 

25

 

Other income, net

 

50

 

(1,475

)

315

 

(4,601

)

Equity in earnings from Real Estate Affiliates

 

472

 

(185

)

(3,267

)

(2,802

)

Interest, net

 

15,580

 

13,458

 

61,584

 

50,427

 

Total Operating Assets NOI - Consolidated

 

35,412

 

38,000

 

149,916

 

132,563

 

 

 

 

 

 

 

 

 

 

 

Exclude:

 

 

 

 

 

 

 

 

 

Redevelopments

 

 

 

 

 

 

 

 

 

Historic Area / Uplands

 

 

 

 

(589

)

Landmark Mall

 

 

(150

)

 

(676

)

Total Operating Asset Redevelopments NOI

 

 

(150

)

 

(1,265

)

 

 

 

 

 

 

 

 

 

 

Dispositions

 

 

 

 

 

 

 

 

 

Cottonwood Square

 

250

 

176

 

750

 

705

 

Park West

 

1

 

490

 

(60

)

1,835

 

Total Operating Asset Dispositions NOI

 

251

 

666

 

690

 

2,540

 

 

 

 

 

 

 

 

 

 

 

Consolidated Operating Assets NOI excluding properties sold or in redevelopment

 

$

35,161

 

$

37,484

 

$

149,226

 

$

131,288

 

 

 

 

 

 

 

 

 

 

 

Company’s Share NOI - Equity investees

 

$

1,084

 

$

888

 

$

4,401

 

$

5,069

 

 

 

 

 

 

 

 

 

 

 

Distributions from Summerlin Hospital Investment

 

 

 

3,383

 

2,616

 

 

 

 

 

 

 

 

 

 

 

Total NOI

 

$

36,245

 

$

38,372

 

$

157,010

 

$

138,973

 

 

FFO, Core FFO, and Adjusted FFO (AFFO)

 

FFO is defined by the National Association of Real Estate Investment Trusts (NAREIT) as net income calculated in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and impairment charges (which we believe are not indicative of the performance of our operating portfolio). We calculate FFO in accordance with NAREIT’s definition. Since FFO excludes depreciation and amortization and gains and losses from depreciable property dispositions, and impairments, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in land sales prices, occupancy rates, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Core FFO is calculated by adjusting FFO to exclude the impact of certain non-cash and/or nonrecurring income and expense items, as set forth in the calculation below. These items can vary greatly from period to period, depending upon the volume of our acquisition activity and debt retirements, among other factors. We believe that by excluding these items, Core FFO serves as a useful, supplementary

 

10



 

measure of the ongoing operating performance of our core operations, and we believe it is used by investors in a similar manner. Finally, AFFO adjusts our Core FFO operating measure to deduct cash spent on recurring tenant improvements and capital expenditures of a routine nature as well as leasing commissions to present an adjusted measure of Core FFO. Core FFO and AFFO are non-GAAP and non-standardized measures and may be calculated differently by other peer companies.

 

While FFO, Core FFO, AFFO and NOI are relevant and widely used measures of operating performance of real estate companies, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. FFO, Core FFO, AFFO, and NOI do not purport to be indicative of cash available to fund our future cash requirements. Further, our computations of FFO, Core FFO AFFO and NOI may not be comparable to those reported by other real estate companies. We have included a reconciliation of FFO, Core FFO, and AFFO to GAAP net income below. Non-GAAP financial measures should not be considered independently, or as a substitute, for financial information presented in accordance with GAAP.

 

11



 

 

 

Three Months Ended
December 31, 

 

Year Ended
December 31, 

 

(In thousands)

 

2017

 

2016

 

2017

 

2016

 

Net income attributable to common shareholders

 

$

149,121

 

$

43,595

 

$

168,404

 

$

202,303

 

Add:

 

 

 

 

 

 

 

 

 

Segment real estate related depreciation and amortization

 

33,612

 

22,608

 

123,954

 

89,368

 

(Gain) loss on disposal of operating assets

 

(3,868

)

1,117

 

(3,868

)

1,117

 

Gains on sales of properties

 

(18,915

)

 

(51,367

)

(140,549

)

Income tax expense (benefit) adjustments - deferred:

 

 

 

 

 

 

 

 

 

(Gain) loss on disposal of operating assets

 

1,424

 

(419

)

1,424

 

(419

)

Gains on sales of properties

 

6,963

 

 

19,127

 

52,706

 

Impairment of depreciable real estate properties

 

 

 

 

35,734

 

Reconciling items related to noncontrolling interests

 

(1,793

)

 

(1,781

)

23

 

Our share of the above reconciling items included in earnings from unconsolidated joint ventures

 

1,489

 

1,062

 

4,385

 

4,305

 

FFO

 

$

168,033

 

$

67,963

 

$

260,278

 

$

244,588

 

 

 

 

 

 

 

 

 

 

 

Adjustments to arrive at Core FFO:

 

 

 

 

 

 

 

 

 

Acquisition expenses

 

77

 

 

109

 

526

 

Loss on redemption of senior notes due 2021

 

 

 

46,410

 

 

Gain on acquisition of joint venture partner’s interest

 

(17,842

)

 

(23,332

)

(27,088

)

Warrant loss

 

 

2,780

 

43,443

 

24,410

 

Severance expenses

 

123

 

253

 

2,525

 

453

 

Non-real estate related depreciation and amortization

 

2,447

 

2,010

 

8,298

 

6,496

 

Straight-line rent adjustment

 

(2,849

)

(1,203

)

(7,782

)

(10,861

)

Deferred income tax expense (benefit)

 

(85,334

)

18,178

 

(64,014

)

61,411

 

Non-cash fair value adjustments related to hedging instruments

 

506

 

265

 

905

 

1,364

 

Share based compensation

 

2,860

 

587

 

8,211

 

7,343

 

Other non-recurring expenses (development related marketing and demolition costs)

 

7,337

 

7,592

 

22,427

 

24,396

 

Our share of the above reconciling items included in earnings from unconsolidated joint ventures

 

79

 

206

 

502

 

677

 

Core FFO

 

$

75,437

 

$

98,631

 

$

297,980

 

$

333,715

 

 

 

 

 

 

 

 

 

 

 

Adjustments to arrive at Adjusted FFO (“AFFO”):

 

 

 

 

 

 

 

 

 

Tenant and capital improvements

 

(5,647

)

(4,881

)

(15,803

)

(14,224

)

Leasing commissions

 

(968

)

(1,472

)

(2,995

)

(3,189

)

AFFO

 

$

68,822

 

$

92,278

 

$

279,182

 

$

316,302

 

 

 

 

 

 

 

 

 

 

 

FFO per diluted share value

 

$

3.90

 

$

1.59

 

$

6.04

 

$

5.72

 

 

 

 

 

 

 

 

 

 

 

Core FFO per diluted share value

 

$

1.75

 

$

2.31

 

$

6.92

 

$

7.81

 

 

 

 

 

 

 

 

 

 

 

AFFO per diluted share value

 

$

1.60

 

$

2.16

 

$

6.48

 

$

7.40

 

 

12


(Back To Top)

Section 3: EX-99.2 (EX-99.2)

Exhibit 99.2

NYSE: HHC Supplemental Information For the quarterly period ended December 31, 2017 The Howard Hughes Corporation 13355 Noel Road, 22nd Floor Phone: 214.741.7744 Dallas, TX 75240 www.howardhughes.com Seaport District New York, NY 110 North Wacker Chicago, IL Downtown Columbia Columbia, MD

 


Forward Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “forecast,” “plan,” “intend,” "believe," “likely,” “may,” “realize,” “should,” “transform,” “would,” and other statements of similar expression. Forward looking statements give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. We caution you not to rely on these forward-looking statements. For a discussion of the risk factors that could have an impact on these forward-looking statements, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The statements made herein speak only as of the date of this presentation and we do not undertake to update this information except as required by law. Past performance does not guarantee future results. Performance during time periods shown is limited and may not reflect the performance for the full year or future years, or in different economic and market cycles. Non-GAAP Financial Measures Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP); however, we use certain non-GAAP performance measures in this presentation, in addition to GAAP measures, as we believe these measures improve the understanding of our operational results and make comparisons of operating results among peer companies more meaningful. Management continually evaluates the usefulness, relevance, limitations, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change. The non-GAAP financial measures used in this presentation are funds from operations, or FFO, core funds from operations, or Core FFO, adjusted funds from operations, or AFFO, and net operating income, or NOI. FFO is defined by the National Association of Real Estate Investment Trusts (NAREIT) as net income calculated in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and impairment charges (which we believe are not indicative of the performance of our operating portfolio). We calculate FFO in accordance with NAREIT’s definition. Since FFO excludes depreciation and amortization, gains and losses from depreciable property dispositions, and impairments, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition, development activities and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Core FFO is calculated by adjusting FFO to exclude the impact of certain non-cash and/or nonrecurring income and expense items, as set forth in the calculation herein. These items can vary greatly from period to period, depending upon the volume of our acquisition activity and debt retirements, among other factors. We believe that by excluding these items, Core FFO serves as a useful, supplementary measure of the ongoing operating performance of the core operations across all segments, and we believe it is used by investors in a similar manner. Finally, AFFO adjusts our Core FFO operating measure to deduct cash expended on recurring tenant improvements and capital expenditures of a routine nature to present an adjusted measure of Core FFO. Core FFO and AFFO are non-GAAP and non-standardized measures and may be calculated differently by other peer companies. Herein, we define NOI as operating revenues (rental income, tenant recoveries and other revenue) less operating expenses (real estate taxes, repairs and maintenance, marketing and other property expenses), plus our share of NOI from equity investees. NOI excludes straight-line rents and amortization of tenant incentives, net interest expense, ground rent amortization, demolition costs, amortization, depreciation, development-related marketing costs and Equity in earnings from Real Estate and Other Affiliates. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors which vary by property, such as lease structure, lease rates and tenant bases, have on our operating results, gross margins and investment returns. We believe that NOI is a useful supplemental measure of the performance of our Operating Assets because it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating real estate properties and the impact on operations from trends in rental and occupancy rates and operating costs. While FFO, Core FFO, AFFO and NOI are relevant and widely used measures of operating performance of real estate companies, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. FFO, Core FFO, AFFO and NOI do not purport to be indicative of cash available to fund our future cash requirements. Further, our computations of FFO, Core FFO, AFFO and NOI may not be comparable to FFO, Core FFO, AFFO and NOI reported by other real estate companies. We have included in this presentation a reconciliation from GAAP net income to FFO, Core FFO and AFFO, as well as a reconciliation of our GAAP Operating Assets Earnings Before Taxes ("EBT") segment measure to NOI. Non-GAAP financial measures should not be considered independently, or as a substitute, for financial information presented in accordance with GAAP. Additional Information Our website address is www.howardhughes.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other publicly filed or furnished documents are available and may be accessed free of charge through the “Investors” section of our website under the "SEC Filings" subsection, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC. Also available through the Investors section of our website are beneficial ownership reports filed by our directors, certain officers and shareholders on Forms 3, 4 and 5. 1 www.howardhughes.com Cautionary Statements

 


FINANCIAL OVERVIEW PORTFOLIO OVERVIEW PORTFOLIO PERFORMANCE DEBT & OTHER Financial Summary 5 Portfolio Key Metrics 11 Stabilized Properties 13 Property-Level Debt 22 Balance Sheet 6 Unstabilized Properties 15 Ground Leases 23 Statement of Operations 7 Under Construction Properties 16 Definitions 24 Income Reconciliation 8 Acquisitions / Dispositions 17 Reconciliation of Non-GAAP 25 NOI by Region 9 MPC Land 18 Ward Village Condos 19 Other Assets 20 2 www.howardhughes.com Company Profile 3 MPC Portfolio 10 Lease Expirations 12 Debt Summary 21 Table of Contents

 


DALLAS--(BUSINESS WIRE)--Jan. 11, 2018--The Howard Hughes Corporation® (NYSE: HHC) announced today that Ward Village®, its 60-acre master planned community in Honolulu’s urban core, was named “Master Planned Community of the Year” at The NationalsSM Awards gala held on January 9 in Orlando, Florida. Presented by The National Association of Home Builders (NAHB), The NationalsSM pay tribute to superior new home design, marketing and sales achievements. Ward Village received top honors, being recognized for its revitalization of a formerly underutilized industrial area into one of the most sought-after communities in the nation. HONOLULU--(BUSINESS WIRE)--Jan. 5, 2018--The Howard Hughes Corporation® (NYSE: HHC) announced today that Simon Treacy has joined the company as President, Hawai’i. In this position, Mr. Treacy will be leading the development, sales and operations of Ward Village®, the acclaimed 60-acre master planned community recently named “Best Planned Community in the US” by Architectural Digest. Since beginning sales in 2014, Ward Village has sold more than 1,300 homes. At full build-out, the community will consist of more than 4,500 residences and approximately one million square feet of retail space. DALLAS--(BUSINESS WIRE)--Jan. 2, 2018--The Howard Hughes Corporation® (NYSE: HHC) announced today the recent disposition of several non-core assets as the company continues to execute on its strategy of focusing capital and efforts on its core asset base that includes the Seaport District NYC in New York; Columbia, Maryland; The Woodlands®, Bridgeland®, and The Woodlands Hills master planned communities in the Greater Houston, Texas area; Summerlin®, Nevada; and Ward Village® in Honolulu, Hawai’i. Exchange / Ticker Share Price - December 31, 2017 Diluted Earnings / Share FFO / Diluted Share Core FFO / Diluted Share AFFO / Diluted Share NYSE: HHC $ $ $ $ $ 131.27 3.46 3.90 1.75 1.60 For more press releases, please visit www.howardhughes.com/press $ in millions $ in millions Ae`o 79% The Woodlands 7% Summerlin 64% 4Q17 MPC EBT $52.6M 4Q17 Condo Gross Profit $36.9M Waiea 1% Anaha 20% Bridgeland 21% Columbia 8% 3 www.howardhughes.com 4Q17 Condo Gross Profit Waiea $0.5 Anaha 7.3 Ke Kilohana 0.1 Ae`o 29.0 Total $36.9 4Q17 MPC EBT Bridgeland $10.9 Columbia 4.3 Summerlin 33.7 The Woodlands / The Woodlands Hills 3.7 Total $52.6 4Q17 MPC & Condominium Results Operating Portfolio by Region Recent Company Highlights Company Overview - 4Q17 Company Profile - Summary & Results

 


$ in millions $ in millions $ in millions $ in millions Hotel 4% Hotel 43% Retail 41% Retail 28% Retail 13% Hotel 13% Hotel Projected Stabilized NOI $40.5M Retail 6% Projected Stabilized NOI $63.1M Projected Stabilized NOI $151.5M Projected Stabilized NOI $255.1M 3% Other 6% Other 3% Other 4% Office 54% Multifamily 13% Multifamily 10% Multifamily 12% Multifamily 29% Office 36% Office 42% Office 40% $ in millions $ in millions $ in millions $ in millions Retail 35% Hotel 49% Retail 41% Hotel 11% 4Q17 Under Construction NOI $0.0M 4Q17 Stabilized NOI $30.0M 4Q17 Total NOI $36.2M 4Q17 Unstabilized NOI $6.2M Hotel 3% Other 1% Retail 11% Multifamily 10% Other 1% Multifamily 13% Office 15% Multifamily 25% Office 40% Office 45% Note: Path to Projected Annual Stabilized NOI charts exclude Seaport NOI until we have greater clarity with respect to the performance of our tenants; however, the operating portion of Seaport is included in 4Q17 Operating Results by Property Type. See page 16 for Stabilized NOI Yield and other project information. 4www.howardhughes.com Total Currently Stabilized Currently Unstabilized Currently Under Construction 4Q17 - Operating Results by Property Type Retail & Office S.F.7,504,382 Multifamily Units2,619 Hotel Keys979 Other Units1,438 Projected Stabilized NOI$255.1 Retail & Office S.F.5,300,031 Multifamily Units1,233 Hotel Keys205 Other Units-Projected Stabilized NOI$151.5 Retail & Office S.F.1,161,222 Multifamily Units390 Hotel Keys708 Other Units1,438 Projected Stabilized NOI$63.1 Retail & Office S.F.1,043,129 Multifamily Units996 Hotel Keys66 Other Units-Projected Stabilized NOI$40.5 Total Currently Stabilized Currently Unstabilized Currently Under Construction Path to Projected Annual Stabilized NOI Company Profile - Summary & Results (cont'd)

 


 

Company Profile Share price1 Market Capitalization2 Enterprise Value3 Weighted avg. shares - basic (in thousands) Weighted avg. shares - diluted (in thousands) Total diluted share equivalents outstanding (in thousands) 1 $131.27 $5.9b $7.9b 42,860 43,120 44,917 $117.93 $5.1b $7.5b 42,845 43,267 43,380 $122.84 $5.3b $7.7b 40,373 43,051 43,401 $117.25 $5.1b $7.3b 39,799 42,757 43,194 $114.10 $4.9b $6.9b 39,492 42,753 42,961 $131.27 $5.9b $7.9b 41,364 43,089 44,917 $114.10 $4.9b $6.9b 39,492 42,729 42,961 Earnings Profile (in thousands except for Avg. NOI margin ) Operating Segment Income Revenues Expenses Company's Share of Equity Method Investments NOI and Cost Basis Investment Net Operating Income4 Avg. NOI margin $80,727 ($45,566) $1,084 $77,651 ($41,492) $1,186 $79,643 ($42,154) $1,385 $79,640 ($39,223) $4,129 $75,793 ($38,309) $888 $317,661 ($168,435) $7,784 $282,196 ($150,908) $7,685 $36,245 $37,345 $38,874 $44,546 $38,372 $157,010 $138,973 45% 48% 49% 56% 51% 49% 49% MPC Segment Earnings Total revenues Total expenses5 Interest income, net6 Equity in earnings in Real Estate and Other Affiliates MPC Segment EBT6 $87,832 ($43,300) $6,390 $1,682 $64,929 ($37,299) $6,355 $6,480 $78,076 ($40,762) $5,990 $9,792 $68,706 ($35,357) $5,557 $5,280 $77,902 ($41,592) $5,468 $20,928 $299,543 ($156,718) $24,292 $23,234 $253,304 ($138,409) $21,085 $43,501 $52,604 $40,465 $53,096 $44,186 $62,706 $190,351 $179,481 Condo Gross Profit Revenues7 Expenses7 Condo Net Income $122,043 ($85,152) $113,852 ($86,531) $148,211 ($106,195) $80,145 ($60,483) $123,021 ($81,566) $464,251 ($338,361) $485,634 ($319,325) $36,891 $27,321 $42,016 $19,662 $41,455 $125,890 $166,309 Debt Summary (in thousands except for percentages ) Total debt payable8 Fixed rate debt outstanding at end of period Weighted avg. rate - fixed Variable rate debt outstanding at end of period, excluding condominium financing Weighted avg. rate - variable Condominium debt outstanding at end of period Weighted avg. rate - condominium financing Leverage ratio (debt to enterprise value) $2,877,789 $1,526,875 5.04% $1,317,311 4.10% $33,603 4.49% 36.20% $3,014,280 $1,508,746 4.99% $1,310,265 3.67% $195,269 7.98% 39.90% $3,023,122 $1,514,192 5.06% $1,324,125 3.64% $184,805 7.92% 39.10% $2,771,492 $1,324,634 4.94% $1,309,169 3.45% $137,689 7.68% 38.04% $2,708,460 $1,184,141 5.89% $1,363,472 3.33% $160,847 7.47% 38.80% $2,877,789 $1,526,875 5.04% $1,317,311 4.10% $33,603 7.11% 36.20% $2,708,460 $1,184,141 5.89% $1,363,472 3.33% $160,847 7.47% 38.80% (1) Presented as of period end date. (2) Market capitalization = Closing share price at of the last trading day of the respective period times total diluted share equivalents outstanding as of the date presented. (3) Enterprise Value = (Market capitalization+ book value of debt + noncontrolling interest) - cash and equivalents. (4) Net Operating Income = Operating Assets NOI excluding properties sold or in redevelopment + Company's Share of Equity Method Investments NOI and the annual Distribution from our Cost Basis Investment. (5) Expenses include both actual and estimated future costs of sales allocated on a relative sales value to land parcels sold, including MPC-level G&A and real estate taxes on remaining residential and commercial land. (6) MPC Segment EBT (Earnings before tax, as discussed in our GAAP financial statements), includes negative interest expense relating to capitalized interest for the segment relating to debt held in other segments and at corporate. (7) Revenues represent "Condominium rights and unit sales" and expenses represent "Condominium rights and unit cost of sales" as stated in our GAAP financial statements, based on the percentage of completion method ("POC"). (8) Represents Total mortgages, notes, and loans payable, as stated in our GAAP financial statements as of the respective date, excluding unamortized deferred financing costs and bond issuance costs. 5 www.howardhughes.com FY 2016 FY 2017 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Financial Summary

 


(In thousands) ASSETS Investment in real estate: Master Planned Community assets Buildings and equipment Less: accumulated depreciation Land Developments Net property and equipment Investment in Real Estate and Other Affiliates Net investment in real estate Cash and cash equivalents Accounts receivable, net Municipal Utility District receivables, net Notes receivable, net Deferred expenses, net Prepaid expenses and other assets, net Total Assets 1,642,278 2,238,617 (321,882) 277,932 1,196,582 $ 1,669,561 2,027,363 (245,814) 320,936 961,980 $ 5,033,527 76,593 4,734,026 76,376 5,110,120 861,059 13,041 184,811 5,864 80,901 473,268 4,810,402 665,510 9,883 150,385 155 64,531 666,516 6,729,064 $ 6,367,382 $ LIABILITIES AND EQUITY Liabilities Mortgages, notes and loans payable Deferred tax liabilities Warrant liabilities Accounts payable and accrued expenses Total Liabilities Equity Common stock: $.01 par value; 150,000,000 shares authorized, 43,300,253 shares issued and 43,270,880 outstanding as of December 31, 2017 and 39,802,064 shares issued and 39,790,003 outstanding as of December 31, 2016 Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Treasury stock, at cost, 29,373 shares and 12,061 shares as of December 31, 2017 and 2016, respectively Total stockholders' equity Noncontrolling interests Total Equity $ 2,857,945 160,850 — 521,718 $ 2,690,747 200,945 332,170 572,010 $ 3,540,513 $ 3,795,872 433 3,302,502 (109,508) (6,965) (3,476) 398 2,853,269 (277,912) (6,786) (1,231) 3,182,986 5,565 2,567,738 3,772 3,188,551 $ 2,571,510 $ 6,729,064 $ 6,367,382 Total Liabilities and Equity $ Share Count Details (in thousands) Shares outstanding at end of period Dilutive effect of stock options1 Dilutive effect of warrants2 Total Diluted Share Equivalents Outstanding 43,271 200 1,446 39,790 277 2,894 44,917 42,961 (1) Stock options assume net share settlement calculated for the year-to-date period presented. (2) Warrants assume net share settlement and incremental shares for dilution calculated as of the date presented. 6 www.howardhughes.com FY 2016 FY 2017 Balance Sheet

 


(In thousands) Revenues: Condominium rights and unit sales Master Planned Community land sales Minimum rents Tenant recoveries Hospitality revenues Builder price participation Other land revenues Other rental and property revenues Total revenues Expenses: Condominium rights and unit cost of sales Master Planned Community cost of sales Master Planned Community operations Other property operating costs Rental property real estate taxes Rental property maintenance costs Hospitality operating costs Provision for doubtful accounts Demolition costs Development-related marketing costs General and administrative Depreciation and amortization Total expenses Operating income before other items Other: Provision for impairment Gains on sales of properties Other (loss) income, net Total other Operating Income Interest income Interest expense Loss on redemption of senior notes due 2021 Warrant liability loss Gain on acquisition of joint venture partner's interest Gain (loss) on disposal of operating assets Equity in earnings from Real Estate and Other Affiliates Income before taxes Benefit (Provision) for income taxes Net income Net income attributable to noncontrolling interests Net income attributable to common stockholders Basic income per share Diluted income per share 7www.howardhughes.com UnauditedUnaudited $122,043$123,021 71,06468,150 46,97245,013 11,18711,222 18,83016,126 8,2225,755 8,5604,009 14,1055,250 300,983278,546 85,15281,566 32,82829,599 13,89611,919 31,57618,465 7,4205,737 3,4163,175 14,82811,980 9821,035 1,620994 5,7176,598 26,45925,083 36,05924,618 259,953220,769 41,03057,777 —— 18,915— 2,4981,595 21,4131,595 62,44359,372 872459 (15,021)(17,096) —— —(2,780) 17,842— 3,868(1,117) (323)21,118 69,68159,956 77,647(16,361) 147,32843,595 1,793— $149,121$43,595 $464,251$485,634 248,595215,318 183,025173,268 45,81444,330 76,02062,252 22,83521,386 28,16616,232 31,41416,585 1,100,1201,035,005 338,361319,325 121,11695,727 38,77742,371 91,72965,978 29,18526,847 13,43212,392 56,36249,359 2,7105,664 1,9232,212 20,50422,184 89,88286,588 132,25295,864 936,233824,511 163,887210,494 —(35,734) 51,367140,549 3,24811,453 54,615116,268 218,502326,762 4,043 1,359 (64,568)(65,724) (46,410)— (43,443)(24,410) 23,33227,088 3,868(1,117) 25,49856,818 120,822320,776 45,801(118,450) 166,623202,326 1,781(23) $168,404$202,303 $3.48$1.10 $3.46$1.02 $4.07$5.12 $3.91$4.73 FY 2016 FY 2017 Q4 2016 Q4 2017 Comparative Statement of Operations: Total Portfolio

 


8www.howardhughes.com (In thousands) RECONCILIATION OF NET INCOME TO FFO Net income attributable to common shareholders $ 149,121 $ 43,595 Add: Segment real estate related depreciation and amortization 33,612 22,608 (Gain) loss on disposal of operating assets (3,868) 1,117 Gains on sales of properties (18,915) — Income tax expense (benefit) adjustments - deferred (Gain) loss on disposal of operating assets1,424(419) Gains on sales of properties6,963— Impairment of depreciable real estate properties — — Reconciling items related to noncontrolling interests (1,793) — Our share of the above reconciling items included in earnings from unconsolidated joint ventures 1,489 1,062 FFO $ 168,033 $ 67,963 Adjustments to arrive at Core FFO: Acquisition expenses $ 77 $ — Loss on redemption of senior notes due 2021 — — Gain on acquisition of joint venture partner's interest (17,842) — Warrant loss — 2,780 Severance expenses 123 253 Non-real estate related depreciation and amortization 2,447 2,010 Straight-line amortization (2,849) (1,203) Deferred income tax expense (benefit) (85,334) 18,178 Non-cash fair value adjustments related to hedging instruments 506 265 Share based compensation 2,860 587 Other non-recurring expenses (development related marketing and demolition costs) 7,337 7,592 Our share of the above reconciling items included in earnings from unconsolidated joint ventures 79 206 Core FFO $ 75,437 $ 98,631 Adjustments to arrive at AFFO: Tenant and capital improvements $ (5,647) $ (4,881) Leasing Commissions (968) (1,472) AFFO $ 68,822 $ 92,278 $168,404$202,303 123,954 89,368 (3,868) 1,117 (51,367) (140,549) 1,424(419) 19,12752,706 —35,734 (1,781)23 4,3854,305 $260,278$244,588 $109$526 46,410— (23,332)(27,088) 43,44324,410 2,525453 8,2986,496 (7,782)(10,861) (64,014) 61,411 9051,364 8,2117,343 22,42724,396 502677 $297,980$333,715 $(15,803)$(14,224) (2,995)(3,189) $279,182$316,302 FFO per diluted share value$3.90$1.59 Core FFO per diluted share value$1.75$2.31 AFFO per diluted share value$1.60$2.16 $6.04$5.72 $6.92$7.81 $6.48$7.40 FY 2016 FY 2017 Q4 2016 Q4 2017 Reconciliation of Net Income to FFO, Core FFO and AFFO

 


Dollars in thousands Property Ownership Annualized Stabilize Stabilized Properties Office - Houston Office - Columbia Office - Other (d) Office - Summerlin Retail - Houston Retail - Columbia Retail - Hawaii Retail - Other (e) Retail - Summerlin Multi-Family - Houston Multi-Family - Columbia Multi-Family - New York Multi-Family - Summerlin Hospitality - Houston Other Assets (f) Total Stabilized Properties (g) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% — 1,477,006 1,048,679 226,000 206,279 217,982 89,199 919,412 264,462 824,421 — 13,591 13,000 — — — — — — — — — — — — 707 380 22 124 205 — 1,425,460 979,763 226,000 191,965 216,431 89,199 804,779 262,306 750,627 — 13,591 13,000 — — — — — — — — — — — — 674 350 21 121 154 — 1,428,400 982,926 226,000 196,400 216,431 89,199 804,779 263,822 796,385 — 13,591 13,000 — — — — — — — — — — — — 686 361 21 121 — — 97% 93% 100% 93% 99% 100% 88% 99% 91% — 100% 100% — — — — — — — — — — — — 95% 92% 95% 98% 75% — 97% 94% 100% 95% 99% 100% 88% 100% 97% — 100% 100% — — — — — — — — — — — — 97% 95% 95% 98% 0% — $36,937 $15,277 $0 $5,031 $5,630 $1,640 $18,515 $5,374 $17,564 $8,023 $2,671 $518 $1,135 $3,778 $8,537 $40,060 $15,295 $0 $5,700 $7,412 $2,200 $18,968 $6,500 $26,300 $9,100 $3,500 $600 $2,200 $4,500 $9,122 — — — — — — — — — — — — — — — $130,631 $151,458 — Unstabilized Properties Office - Houston Office - Columbia Retail - Houston (h) Multi-Family - Houston Hospitality - Houston Self Storage - Houston Total Unstabilized Properties 100% 100% 100% 100% 100% 100% 652,569 327,238 158,135 23,280 — — — — — 390 708 1,438 373,114 186,091 126,279 21,552 — — — — — 377 393 468 416,561 237,292 130,140 23,126 — — — — — 377 393 468 57% 57% 80% 93% — — — — — 97% 56% 33% 64% 73% 82% 99% — — — — — 97% 56% 33% $3,203 $1,400 $2,473 $6,408 $12,245 $32 $14,500 $8,700 $3,797 $7,500 $27,000 $1,600 3.0 3.4 1.0 0.5 1.0 3.0 $25,760 $63,097 2.7 Under Construction Properties Office - Houston Office - Columbia Office - Summerlin Retail - Houston Retail - Hawaii Multi-Family - Houston Multi-Family - Columbia Multi-Family - Summerlin Hospitality - New York Total Under Construction Properties 100% 100% 100% 100% 100% 100% 50% 100% 35% 203,000 320,000 325,000 60,300 106,300 — 28,529 — — — — — — — 292 437 267 66 — — — — — — — — — — — — — — — 25 — — 203,000 150,000 196,000 35,000 88,400 — — — — — — — — — — 60 — — — — — — — — 0% — — — — — — — — 6% — — 100% 47% 60% 58% 83% — 0% — — — — — — — — 14% — — — — — — — — — — — $5,100 $9,200 $7,600 $1,668 $3,790 $3,500 $4,000 $4,400 $1,300 2.0 6.0 2.5 3.0 2.3 3.0 2.0 3.0 1.0 $0 $40,558 3.4 Total/ Wtd. Avg. for Portfolio $156,391 $255,113 3.1 Notes (a) Includes our share of NOI for our joint ventures. (b) Annualized 4Q17 NOI includes distribution received from cost method investment in 1Q17. For purposes of this calculation, this one time annual distribution is not annualized. (c) Table above excludes Seaport NOI until we have greater clarity with respect to the performance of our tenants. See page 16 for Stabilized NOI Yield and other project information. (d) NOI at 110 North Wacker for 4Q17 is not shown or annualized. Re-development of this asset will begin in early 2018. (e) Cottonwood Square was sold on December 27, 2017. The square feet for this asset are excluded from this table. (f) Other assets are primarily made up of Kewalo Basin, Summerlin Baseball and Summerlin Hockey ground lease, and our share of other equity method investments not included in other categories. (g) For Stabilized Properties, the difference between 4Q17 Annualized NOI and Stabilized NOI is attributable to a number of factors which may include timing, free rent or other temporary abatements, tenant turnover and market factors. (h) Retail - Houston is inclusive of retail in The Woodlands and Bridgeland. 9www.howardhughe s.com % Total 4Q17 Occupied (#) 4Q17 Leased (#) 4Q17 Occupied (%) 4Q17 Leased (%) 4Q17StabilizedTime to (a)Sq. Ft.UnitsSq. Ft.UnitsSq. Ft.UnitsSq. Ft.UnitsSq. Ft.UnitsNOI (b)NOI (c)(Years) NOI by Region

 


 

Commercial 19% Commercial 37% Master Planned Communities - ReRmeaminianigniSnagleSaable AbclreesA(car)es Commercial 100% Residential 63% Residential 81% Unstabilized 24% InIcnocmoemPer-oPdruocdinugciAnsgsAetsss-ets Stabilized & Unstabilized Unstabilized 51% Stabilized 49% Stabilized 50% Unstabilized 50% Stabilized 76% ($ in thousands) MPC Performance - 4Q17 & 4Q16 MPC Net Contribution (4Q17) (b) MPC Net Contribution (4Q16) (b) Operating Asset Performance - 2017 & Future Annualized 4Q17 In-Place NOI Est. Stabilized NOI (Future) (d) Wtd. Avg. Time to Stab. (yrs.) Note (a) Commercial acres may be developed internally or sold. (b) Reconciliation from GAAP MPC segment earnings before tax (EBT) measure to MPC Net Contribution for the three months ended December 31, 2017 is found under Reconciliation of Non-GAAP Measures on page 25. (c) Total excludes NOI from non-core operating assets, and NOI from core assets within Hawaii and New York as these regions are not defined as MPCs. (d) Est. Stabilized NOI (Future) represents all assets within the respective MPC regions, inclusive of stabilized, unstabilized, and under construction. 10 www.howardhughes.com $131,868 $223,431 — $21,328 $43,235 4.5 $82,618 $129,219 2.6 $27,922 $50,977 2.7 $89,056 $85,423 $9,903 ($291) $16,646 $31,898 $62,507 $53,816 Total (c) Maryland Texas Nevada MPC Portfolio

 


MPC Regions Non-MPC Regions Operating - Stabilized Properties Office s.f. Retail s.f. Multifamily units Hotel Rooms Self Storage Units Operating - Unstabilized Properties Office s.f. Retail s.f. (a) Multifamily units Hotel rooms Self Storage Units Operating - Under Construction Properties Office s.f. Retail s.f. (b) Multifamily units Hotel rooms Self Storage Units Residential Land Total gross acreage/condos (c) Current Residents (c) Remaining saleable acres/condos Estimated price per acre (d) Commercial Land Total acreage remaining Estimated price per acre (e) Notes Portfolio Key Metrics herein include square feet, units and rooms included in joint venture projects. Sq. ft. and units are not shown at share. (a) Retail s.f. within the Summerlin region excludes 381,767 sq. ft. of anchors. (b) Retail s.f. within New York region excludes Pier 17 and Uplands, pending final plans for this project. (c) Acreage and current residents shown as of December 31, 2017. (d) Residential pricing represents average price per acre in 2017. (e) Commercial pricing: estimate of current value based upon recent sales, third party appraisals and third party MPC experts. 11 www.howardhughes.com Hawaii Honolulu, HI Seaport New York, NY Other Total Non-MPC - - 226,000 919,412 - 264,462 - 22 - - - - - - - - - - - - - - - - - - - - - - - - - 106,300 - - - - - - 66 - - - - 1,381 n.a. n.a. n.a. n.a. n.a. 95 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. 226,000 1,183,874 22 - - - - - - - - 106,300 - 66 - 1,381 - 95 - - - Woodlands Houston, TX Woodlands Hills Houston, TX Bridgeland Houston, TX Summerlin Las Vegas, NV Columbia Columbia, MD Total MPC Regions 1,477,006 - - 206,279 1,048,679 217,982 - - 824,421 102,790 707 - - 124 380 205 - - - - - - - - - 652,569 - - - 327,238 97,949 - 83,466 - - 390 - - - - 708 - - - - 1,438 - - - - 203,000 - - 325,000 320,000 60,300 - - - 28,529 292 - - 267 437 - - - - - - - - - - 28,475 ac. 2,055 ac. 11,470 ac. 22,500 ac. 16,450 ac. 116,000 - 8,800 108,000 112,000 231 1,425 2,440 3,568 n.a. $628 $313 $377 $584 n.a. 743 171 1,535 821 97 $945 $552 $470 $759 $576 2,731,964 1,145,193 1,211 205 - 979,807 181,415 390 708 1,438 848,000 88,829 996 - - 80,950 ac. 344,800 7,664 3,367 Portfolio Key Metrics

 


Office and Retail Lease Expirations Total Office and Retail Portfolio as of December 31, 2017 30% 25% 20% Blended - 10 years 15% 10% 5% 0% Office Expirations Retail Expirations Wtd. Avg. Wtd. Avg. Annualized Cash Rent Per Leased Sq. Ft. Annualized Cash Rent Per Leased Sq. Ft. Annualized Cash Rent ($ in thousands) Percentage of Annualized Cash Rent Annualized Cash Rent ($ in thousands) Percentage of Annualized Cash Rent Expiration Year 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Thereafter $3,841 7,614 8,364 5,552 7,471 11,640 11,287 9,599 1,739 14,098 11,559 4.14% 8.21% 9.02% 5.98% 8.05% 12.55% 12.17% 10.35% 1.87% 15.20% 12.46% $5,253 5,909 6,791 6,980 6,151 9,627 4,659 26,094 5,582 5,376 21,319 5.06% 5.70% 6.55% 6.73% 5.93% 9.28% 4.49% 25.15% 5.38% 5.18% 20.55% $32.96 28.68 27.56 31.93 10.40 28.66 24.59 33.78 32.38 29.77 42.35 $39.36 40.75 52.32 26.91 48.53 53.52 35.71 53.99 38.10 40.93 24.54 $92,765 100.00% $103,741 100.00% Total % of Annualized Cash Rent Expiring 12www.howardhughes.com Weighted Avg. Lease Term D.C. - 7 Years N.Y. - 12 Years Office Retail 2018 Office Retail 2019 Office Retail 2020 Office Retail 2021 Office Retail 2022 Office Retail 2023 Office Retail 2024 Office Retail 2025 Office Retail 2026 Office Retail 2027 Office Retail 2028+ HoustonLas VegasColumbiaHawaiiOther Office Retail ` Lease Expirations

 


Dollars in thousands Office 100% 197,714 96% 98% 5,840 6,000 Two Hughes Landing Houston, TX 100% 24,119 100% 100% (23) 410 2201 Lake Woodlands Drive Houston, TX 100% 95,078 100% 100% 2,268 2,268 3831 Technology Forest Houston, TX 100% 218,551 100% 100% 5,687 6,856 4 Waterway Square Houston, TX 100% 888,474 92% 93% 12,615 12,615 10-70 Columbia Corporate Center Columbia, MD 100% 98,607 99% 99% 1,843 1,861 One Mall North Columbia, MD 100% 226,000 100% 100% – – 110 N. Wacker Chicago, IL Total Office 2,957,964 $57,245 $61,055 Retail 100% 12,376 100% 100% 322 400 1701 Lake Robbins Houston, TX 100% 21,513 100% 100% 620 800 Waterway Garage Retail Houston, TX 100% 824,421 91% 97% 17,564 26,300 Downtown Summerlin Las Vegas, NV 100% – 0% 0% – – Cottonwood Square (a) Salt Lake City, UT 100% 7,900 100% 100% (20) 217 2000 Woodlands Parkway Houston, TX Total Retail 2,315,476 $48,724 $61,380 Notes (a) Cottonwood Square was sold on December 27, 2017. The square feet and NOI for this asset are excluded from this table. 13www.howardhughes.com Outlet Collection at RiverwalkNew Orleans, LA100%264,46299%100%5,3746,500 Ward Village RetailHonolulu, HI100%919,41288%88%18,51518,968 Columbia RegionalColumbia, MD100%89,199100%100%1,6402,200 20/25 Waterway AvenueHouston, TX100%50,062100%100%1,3931,891 Hughes Landing RetailHouston, TX100%126,13199%99%$3,316$4,104 One SummerlinLas Vegas, NV100%206,27993%95%5,0315,700 Columbia Office PropertiesColumbia, MD100%61,598100%100%818818 1400 Woodloch ForestHouston, TX100%95,66797%97%1,6761,890 3 Waterway SquareHouston, TX100%232,021100%100%6,7686,900 9303 New TrailsHouston, TX100%97,96758%58%1,1851,800 1735 Hughes Landing BoulevardHouston, TX100%318,170100%100%7,3327,696 One Hughes LandingHouston, TX100%197,719100%100%$6,204$6,240 4Q17 % Leased 4Q17 % Occ. Rentable Sq. Ft. / Units % Ownership Location Property Est. Stabilized NOI Annualized 4Q17 NOI Stabilized Properties

 


Dollars in thousands Residential 100% 393 94% 96% 4,129 4,600 Millennium Waterway Apartments Houston, TX 50% 13,591 / 380 100% / 92% 100% / 95% 2,671 3,500 The Metropolitan Columbia, MD Total Residential 26,591 / 1,233 $12,347 $15,400 Hotel Total Hotel 205 $3,778 $4,500 Other 20% NA NA NA 2,047 2,047 Sarofim Equity Investment Houston, TX 100% NA NA NA 1,614 1,614 Woodlands Ground Leases Houston, TX 100% NA NA NA 452 452 Hockey Ground Lease Las Vegas, NV Total Other NA NA NA $8,537 $9,122 Total Stabilized $130,631 $151,458 Notes (a) Hotel property Percentage Occupied is the average for Q4 2017. 14www.howardhughes.com Other AssetsVarious100%NANANA(365)220 Summerlin Operating CompanyLas Vegas, NV100%NANANA999999 Stewart Title of Montgomery County, TXHouston, TX50%NANANA409409 Summerlin Hospital DistributionLas Vegas, NV5%NANANA$3,382$3,382 Embassy Suites at Hughes Landing (a)Houston, TX100%20575%NA$3,778$4,500 ConstellationLas Vegas, NV100%12498%98%1,1352,200 85 South StreetNew York, NY100%13,000 / 22100% / 95%100% / 95%518600 Millennium Six Pines ApartmentsHouston, TX100%31497%98%$3,893$4,500 4Q17 % Leased 4Q17 % Occ. Rentable Sq. Ft. / Units % Ownership Location Property Est. Stabilized NOI Annualized 4Q17 NOI Stabilized Properties (cont'd)

 


 

Dollars in thousands Office 100% 331,754 70% 70% 54,810 74,994 3,311 6,900 2020 1725 Hughes Landing Houston, TX 100% 124,635 58% 58% 26,985 40,941 (141) 3,600 2021 Two Merriweather Columbia, MD Total Office 979,807 $216,834 $284,284 $4,603 $23,200 Retail 100% 83,466 70% 75% 13,658 16,274 1,062 1,700 2018 Lakeland Village Center Houston, TX Total Retail 158,135 $29,437 $32,053 $2,473 $3,797 Residential Total Residential 23,280 / 390 93% / 97% 99% / 98% $81,729 $81,729 $6,408 $7,500 Hotel 100% 302 69% NA 92,727 97,380 4,971 10,500 2020 The Westin at The Woodlands Houston, TX Total Hotel 708 $165,087 $169,740 $12,245 $27,000 Other 100% 784 29% 29% 7,754 8,476 49 800 2020 HHC 2978 Self-Storage Houston, TX Total Other 1,438 $15,892 $17,083 $32 $1,600 Total Unstabilized $508,979 $584,889 $25,760 $63,097 Notes (a) With the exception of Hotel properties, Percentage Occupied and Percentage Leased are as of December 31, 2017. Each Hotel property Percentage Occupied is the average for Q4 2017. (b) Company estimates of stabilized NOI are based on current leasing velocity, excluding inflation and organic growth. 15www.howardhughes.com HHC 242 Self-StorageHouston, TX100%65436%36%$8,138$8,607($17)$8002020 The Woodlands Resort & Conference CenterHouston, TX100%40645%NA$72,360$72,360$7,274$16,5002020 One Lakes EdgeHouston, TX100%23,280 / 39093% / 97%99% / 98%$81,729$81,729$6,408$7,5002020 Creekside Village GreenHouston, TX100%74,66991%91%$15,779$15,779$1,411$2,0972017 One MerriweatherColumbia, MD100%202,60356%81%67,98478,1871,5415,1002020 Three Hughes LandingHouston, TX100%320,81544%57%$67,055$90,162($108)$7,6002020 Est. Stab. Date 4Q17 % Leased (a) 4Q17 % Occ. (a) Rentable Sq. Ft. / Units % Ownership Location Project Name Est. Stabilized NOI (b) Annualized 4Q17 NOI Est. Total Cost (Excl. Land) Develop. Costs Incurred Unstabilized Properties

 


Dollars in thousands, except per sq. ft. and unit amounts Owned & Managed Office 180,000 100% Aristocrat Las Vegas, NV 100% Under construction Q2 2017 Q1 2019 6,691 46,661 4,071 9% 320,000 50% Three Merriweather Columbia, MD 100% Pending Construction Q1 2018 2023 4,426 138,221 9,200 7% Total Office 848,000 $32,450 $297,698 $21,833 Retail Seaport - Uplands / Pier 173 Lake Woodlands Crossing New York, NY 100% 449,527 56% Under construction Q4 2013 Q1 2021 $447,065 $731,000 $43,000 - $58,000 6% - 8% 60,300 58% Houston, TX 100% Under construction Q4 2017 Q4 2020 551 15,381 1,700 11% 509,827 $447,616 $746,381 Total Retail $44,700 - $59,700 Multifamily m.flats/Ten.M Building4 437 $1,982 Columbia, MD 50% Under construction Q1 2016 Q3 2019 96,934 109,345 8,100 7% Total Multifamily 996 $114,225 $210,732 $15,999 Total Under Construction $594,291 $1,254,811 $82,532 - $97,532 (1) Represents leases signed as of December 31, 2017 and is calculated as the total leased square feet divided by total leasable square feet, expressed as a percentage. (2) Represents management's estimate of the first quarter of operations in which the asset may be stabilized. (3) Seaport - Uplands / Pier 17 Estimated Rentable sq. ft. and costs are inclusive of the Tin Building, the plans for which are being finalized. Develop. Costs Incurred and Est. Total Costs are shown net of insurance proceeds of approximately $55 million. (4) Total Develop. Costs Incurred, Est. Total Cost, and Est. Stabilized NOI shown gross, not at share. 16 www.howardhughes.com Downtown Summerlin Apartments Las Vegas, NV 100% 267 $1,924 Pending Construction Q1 2018 Q3 2020 2,764 59,276 4,400 7% Creekside Apartments Houston, TX 100% 292 $1,538 Under construction Q1 2017 Q4 2019 $14,527 $42,111 $3,499 8% Project Status Est. Number of Units % Ownership City, State Project Name Stabilized NOI Yield Est. Stabilized NOI Est. Total Cost (Excl. Land) Develop. Costs Incurred Est. Stabilized Date2 Const. Start Date Monthly Est. Rent Per Unit Two Summerlin Las Vegas, NV 100% 145,000 11% Under construction Q2 2017 2020 8,368 49,538 3,500 7% 100 Fellowship Dr Houston, TX 100% 203,000 100% Under construction Q2 2017 Q4 2019 $12,965 $63,278 $5,062 8% Project Status Percent Pre-Leased1 Est. Rentable Sq. Ft. % Ownership City, State Project Name Stabilized NOI Yield Est. Stabilized NOI Est. Total Cost (Excl. Land) Develop. Costs Incurred Est. Stabilized Date2 Const. Start Date Under Construction Properties

 


In thousands, except rentable SF / Units / Acres 4Q 2017 Acquisitions SF / Units / Acres Price $8,000(1) 12/28/2017 Constellation 100% Las Vegas, NV 124 Units 4Q 2017 Dispositions Property % Ownership Location Sale Price SF / Units / Acres 12/13/2017 Century Plaza 100% Birmingham, AL 59.00 AC $3,000 12/22/2017 Kendall Town Center 100% Kendall, FL 69.85 AC $41,837 12/27/2017 Cottonwood Square 100% Salt Lake City, UT 77,080 SF $8,500 (1) Purchased our joint venture partner's 50% interest for $8.0 million in cash and 50% of the joint venture liabilities for a total of $16.0 million. 17www.howardhughes.com Date SoldRentable Date AcquiredProperty% OwnershipLocationRentableAcquisition Acquisition / Disposition Activity

 


Woodlands Woodlands Hills Bridgeland Summerlin Maryland Total Dollars in thousands Revenues: Residential land sale revenues Commercial land sale revenues Builder price participation Other land sale revenues $13,114 — 49 1,274 $17,529 — 48 1,612 $1,282 — — 9 $ — — — 2 $7,341 1,745 102 4,111 $6,918 1,345 159 108 $35,691 1,591 8,071 3,152 $42,303 55 5,548 2,274 $ — 10,300 — — $ — — — 1 $57,428 13,636 8,222 8,546 $66,750 1,400 5,755 3,997 Total revenues $14,437 $19,189 $1,291 $2 $13,299 $8,530 $48,505 $50,180 $10,300 $1 $87,832 $77,902 Expenses: Cost of sales - residential land Cost of sales - commercial land Real estate taxes Land sales operations (a) Depreciation and amortization $5,715 — 885 3,408 30 $8,328 — 501 6,123 30 $672 — 3 247 - $ — — 15 63 - $2,558 437 453 1,858 23 $2,048 389 394 1,579 24 $17,797 29 631 2,506 21 $18,809 25 595 2,417 19 $ — 5,620 (229) 634 2 $ — — 164 66 3 $26,742 6,086 1,743 8,653 76 $29,185 414 1,669 10,248 76 Total Expenses $10,038 $14,982 $922 $78 $5,329 $4,434 $20,984 $21,865 $6,027 $233 $43,300 $41,592 Net interest capitalized (expense) Equity in earnings from real estate affiliates (1,177) — (1,107) — 148 — 148 — 2,896 — 2,408 — 4,523 1,682 4,022 20,928 — — (3) — 6,390 1,682 5,468 20,928 EBT $3,222 $3,100 $517 $72 $10,866 $6,504 $33,726 $53,265 $4,273 ($235) $52,604 $62,706 Key Performance Metrics: Residential Total acres closed in current period Price per acre achieved Avg. gross margins Commercial Total acres closed in current period Price per acre achieved Avg. gross margins Avg. combined before-tax net margins 18.7 $701 56% 30.8 $569 52% 4.1 $313 48% — NM NM 20.3 $362 65% 18.8 $368 70% 59.6 $571 50% 35.7 $688 56% — NM NM — NM NM — NM NM 56% — NM NM 52% — NM NM 48% — NM NM NM 9.0 $264 75% 67% — NM 71% 71% 5.0 $256 98% 52% — NM 55% 56% 10.3 $1,000 45% 45% — NM NM NM Woodlands Woodlands Hills Bridgeland Summerlin Maryland Key Valuation Metrics: Remaining saleable acres Residential Commercial Projected est. % superpads / lot size Projected est. % single-family detached lots / lot size Projected est. % single-family attached lots / lot size Projected est. % custom homes / lot size Estimated builder sale velocity (blended total - TTM) (c) Gross margin range (GAAP), net of MUDs (d) Gross margin range (Cash), net of MUDs (d) Residential sellout / Commercial buildout date estimate Residential Commercial 231 743 / / / / 35 56.0% 99.0% 1,425 171 / / / / — 48.0% 85.0% 2,440 1,535 / / / / 45 67.0% 81.0% 3,568 821 / / / / 85 52.0% 75.0% NM 97 (b) NM NM NM NM NM 45.0% NM 0% 71% 29% 0% — 0.29 ac 0.08 ac — 0% 87% 13% 0% — 0.32 ac 0.13 ac — 0% 89% 10% 1% — 0.16 ac 0.12 ac 1.0 ac 88% 0% 0% 21% 0.25 ac — — 0.4 ac 2023 2026 2029 2028 2034 2045 2039 2039 — 2021 Notes (a) Includes Other income of $3.5 million that has been included for presentation purposes. (b) Does not include 31 commercial acres held in the Strategic Development segment in Downtown Columbia. (c) Represents the average monthly builder homes sold over the last twelve months ended December 31, 2017. (d) GAAP gross margin is based on GAAP revenues and expenses which exclude revenues deferred on sales closed where revenue did not meet criteria for recognition, and includes revenues previously deferred that met criteria for recognition in the current period. Gross margin for each MPC may vary from period to period based on the locations of the land sold and the related costs associated with developing the land sold. Projected cash gross margin includes all future projected revenue less all future projected development costs, net of expected reimbursable costs, and future capitalized overhead, taxes and interest. 18www.howardhughes.com 4Q 2017 4Q 2016 4Q 2017 4Q 2016 4Q 2017 4Q 2016 4Q 2017 4Q 2016 4Q 2017 4Q 2016 4Q 2017 4Q 2016 Master Planned Community Land

 


Key Metrics Development progress Fi Deposit Reconciliation (Dollars in thousands) Notes (a) We began delivering units at Waiea in November 2016. As of December 31, 2017, we've closed 159 units, we have 6 under contract, and 9 units remaining to be sold. (b) We began delivering units at Anaha in October 2017. As of December 31, 2017, we've closed 305 units, we have 4 under contract, and 8 units remaining to be sold. (c) Ke Kilohana consists of 375 workforce units and 49 market rate units. (d) Total deposits held for future use are shown in Other Assets on the balance sheet. U/C = Under Construction 19 www.howardhughes.com Type of building Ultra-Luxury Luxury Upscale Workforce Number of units 174 317 466 424 Avg. unit s.f. 2,174 1,417 836 694 Condo s.f. 378,238 449,205 389,368 294,273 Street retail s.f. 8,200 16,100 68,300 21,900 Stabilized retail NOI ($ in thousands) $453 $1,152 $1,557 $1,081 Stabilization year 2017 2019 2019 2020 Status Opened Opened U/C U/C Start date (actual or est.) 2Q14 4Q14 1Q16 4Q16 Completion date (actual or est.) Complete Complete 1Q19 2019 Total development cost ($m) $424.6 $401.3 $428.5 $218.9 Cost-to-date ($m) $391.6 $371.7 $222.3 $64.9 1,381 1,094 1,511,084 114,500 $4,243 $1,473.3 $1,050.5 Remaining to be funded ($m) $33.0 $29.6 $206.2 $154.0 $422.8 nancial Summary (Dollars in thousands, except per sq. ft.) # of units closed or under contract in 4Q17 165 309 422 390 Total % of units closed or under contract 94.8% 97.5% 90.6% 92.0% Number of units closed or under contract (current quarter) 0 2 55 2 Square footage closed or under contract (total) 340,061 423,729 340,720 259,600 Total % square footage closed or under contract 89.9% 94.3% 87.5% 88.2% Target condo profit margin at completion (excl. land cost) — — — — Total cash received (closings & deposits) — — — — Total GAAP revenue recognized — — — — Expected avg. price per sq. ft. $1,900 - $1,950 $1,100 - $1,150 $1,300 - $1,350 $700 - $750 Expected construction costs per retail sq. ft. — — — — Deposits from sales commitment spent towards construction $117,916 $80,268 $67,000 $19,443 held for future use (d) $13,527 $1,758 $34,346 $225 Total deposits from sales commitment $131,443 $82,026 $101,346 $19,668 1,286 93.1% 59 1,364,110 90.3% ~30% $1,188,912 $1,324,901 $1,300 - $1,325 ~$1,100 $284,627 $49,856 $334,483 Total Ke Kilohana (c) Ae'o Anaha (b) Waiea (a) Ward Village Condominiums

 


 

Planned Future Development Landmark Mall Alexandria, VA 100% 33 Plan to transform the mall into an open-air, mixed-use community. In January 2017, we acquired the 11.4 acre Macy's site for $22.2 million. 50/50 joint venture with Hillwood Development Company. In 2016, HHC sold 72 acres to an affiliate of Charles Schwab Corporation. Circle T Ranch and Power Center Westlake, TX 50% 207 AllenTowne Allen, TX 100% 238 Located 27 miles north of Downtown Dallas. Agricultural property tax exemptions are in place for most of the property, which reduces carrying costs. Maui Ranch Land Maui, HI 100% 20 Two, non-adjacent, ten-acre parcels zoned for native vegetation. 20 www.howardhughes.com Fashion Show Air Rights Las Vegas, NV 80% N/A Air rights above the Fashion Show Mall located on the Las Vegas Strip. Bridges at Mint Hill Charlotte, NC 91% 210 Zoned for approximately 1.3 million square feet of commercial uses. West Windsor West Windsor, NJ 100% 658 Zoned for approximately 6 million square feet of commercial uses. Cottonwood Mall Holladay, UT 100% 54 Under contract to sell in separate parcels. First closing expected in 2018. The Elk Grove Collection Elk Grove, CA 100% 64 Plan to build a 400,000 Sq. Ft. outlet retail center. Sold 36 acres for $36 million in total proceeds in 2017. Notes Acres % Own City, State Property Name Other Assets

 


Fixed-rate debt: Unsecured 5.375% Senior Notes Unsecured 6.875% Senior Notes Secured mortgages, notes and loans payable Special Improvement District bonds Variable-rate debt: Mortgages, notes and loans payable, excluding condominium financing Condominium financing Mortgages, notes and loans payable Unamortized bond issuance costs Deferred financing costs, net Total consolidated mortgages, notes and loans payable Total unconsolidated mortgages, notes and loans payable at pro-rata share Total Debt $ 1,000,000 - 499,299 27,576 $ - 750,000 390,118 44,023 1,317,311 33,603 1,363,472 160,847 $ 2,877,789 (6,898) (12,946) $ 2,708,460 (5,779) (11,934) $ 2,857,945 $ 2,690,747 $ 84,983 $ 55,481 $ 2,942,928 $ 2,746,228 Net Debt on a Segment Basis, at share as of December 31, 2017 (In thousands) Segment Basis (a) $ Mortgages, notes and loans payable, excluding condominium financing (a Condominium financing Less: cash and cash equivalents (a) Special Improvement District receivables Municipal Utility District receivables Net Debt $ 239,764 — (104,256) (26,430) (184,811) 1,625,494 — (71,520) — — $ 48,927 33,603 (44,202) — — $ 1,914,185 33,603 (219,978) (26,430) (184,811) $ 995,140 — (674,701) — — $ 2,909,325 33,603 (894,679) (26,430) (184,811) $ (75,733) $ 1,553,974 $ 38,328 $ 1,516,569 $ 320,439 $ 1,837,008 Consolidated Debt Maturities and Contractual Obligations by Extended Maturity Date as of December 31, 2017 (b) Mortgages, notes and loans payable Interest Payments Ground lease and other leasing commitments Total consolidated debt maturities and contractual obligations $ 78,207 130,849 8,769 $ 902,184 347,517 16,378 $ 535,904 164,699 15,527 $ 1,361,494 185,105 314,129 $ 2,877,789 828,170 354,803 $ 217,825 $ 1,266,079 $ 716,130 $ 1,860,728 $ 4,060,762 (a) Each segment includes our share of related cash and debt balances for all joint ventures included in Investments in Real Estate and Other Affiliates. Please see our Liquidity and Capital Resources discussion in the 2017 Annual Report on Form 10-K for additional information. (b) Mortgages, notes and loans payable and condominium financing are presented based on extended maturity date. Extension periods generally can be exercised at our option at the initial maturity date, subject to customary extension terms that are based on property performance as of the initial maturity date and/or extension date. 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. We may have to pay down a portion of the debt in order to obtain the extension if we are not in compliance with the covenants of the financing arrangement. 21 www.howardhughes.com (In thousands) 1 year 1-3 years 3-5 years 5 years and thereafter Total Master Planned Communities Operating Assets Strategic Developments Segment Totals Non-Segment Amounts Total (In thousands) December 31, 2017 December 31, 2016 Debt Summary

 


The Woodlands Master Credit Facility $150,000 L+275 Floating 4.24% Apr-20 / Apr-21 $215,000 Outlet Collection at Riverwalk $53,841 L+275 Floating 4.24% Oct-17 / Oct-18 The Westin at The Woodlands $57,946 L+265 Floating 4.14% Aug-18 / Aug-19 Three Hughes Landing $45,058 L+235 Floating 3.84% Jan-18 / Dec-19 Embassy Suites at Hughes Landing $31,245 L+250 Floating 3.99% Oct-18 / Oct-20 One Merriweather $42,332 L+215 Floating 3.64% Feb-20 / Feb-21 Two Merriweather $19,429 L+250 Floating 3.99% Oct-20 / Oct-21 HHC 2978 Self-Storage $5,634 L+260 Floating 4.09% Jan-20 / Jan-22 One Mall North $14,463 L+225 Floating 3.74% May-20 / May-22 20/25 Waterway Avenue $13,646 4.79% Fixed 4.79% May-22 Ward Village $238,718 L+250 Floating / Swap 3.82% Sep-21 / Sep-23 4 Waterway Square $35,151 4.88% Fixed 4.88% Dec-23 — Kewalo Basin Harbor L+275 Floating 4.24% Sep-27 3 Waterway Square $50,327 3.94% Fixed 3.94% Aug-28 Two Hughes Landing $48,000 4.20% Fixed 4.20% Dec-30 Constellation Apartments $24,200 4.07% Fixed 4.07% Jan-33 Columbia Regional Building $25,000 4.48% Fixed 4.48% Feb-37 Strategic Developments Ae'o $33,603 L+400 Floating 5.49% Dec-19 / Dec-21 — Aristocrat P+40 Floating 4.90% Oct-22 $33,604 Total (c) $1,835,230 Notes (a) Extended maturity assumes all extension options are exercised if available based on property performance. (b) Libor was swapped to a 2.96% fixed-rate through its full repayment on January 19, 2018. (c) Excludes JV debt, Corporate level debt, and SID bond debt related to Summerlin MPC & Retail. 22www.howardhughes.com Two Summerlin — P+40 Floating 4.90% Oct-22 100 Fellowship Drive $1 L+150 Floating 2.99% May-22 Ke Kilohana — L+325 Floating 4.74% Dec-19 / Dec-20 $1,586,626 Hughes Landing Retail $35,000 3.50% Fixed 3.50% Dec-36 One Lakes Edge $69,440 4.50% Fixed 4.50% Mar-29 / Mar-31 One Hughes Landing $52,000 4.30% Fixed 4.30% Dec-29 Millennium Six Pines Apartments $42,500 3.39% Fixed 3.39% Aug-28 3831 Technology Forest Drive $21,954 4.50% Fixed 4.50% Mar-26 9303 New Trails $12,003 4.88% Fixed 4.88% Dec-23 Millennium Waterway Apartments $55,095 3.75% Fixed 3.75% Jun-22 10-60 Corporate Centers $80,000 L+175 Floating / Swap 3.33% May-20 / May-22 70 Columbia Corporate Center $20,000 L+200 Floating 3.49% May-20 / May-22 HHC 242 Self-Storage $6,243 L+260 Floating 4.09% Oct-19 / Oct-21 Downtown Summerlin $274,088 L+215 Floating / Swap 4.69% Sep-20 / Sep-21 The Woodlands Resort & Conference Center $65,500 L+325 Floating 4.74% Dec-18 / Dec-20 Lakeland Village Center at Bridgeland $11,470 L+235 Floating 3.84% May-18 / May-20 110 North Wacker (b) $18,926 5.21% Swapped to Fixed 5.21% Oct-19 1725-35 Hughes Landing Boulevard $117,417 L+165 Floating 3.14% Jun-18 / Jun-19 Operating Assets Bridgeland Credit Facility $65,000 L+315 Floating 4.76% Nov-20 / Nov-22 4Q17 Principal Balance Contract Interest Rate Current Annual Initial / Extended Asset ($ in thousands) Interest Rate Hedge Interest Rate Maturity (a) Master Planned Communities Property Level Debt

 


Minimum Contractual Ground Lease Payments ($ in thousands) Future Cash Payments Year Ended December 31 Pro-Rata Share Three months ended Ground Leased Asset Expiration Date December 31, 2017 2017 2018 Thereafter Total Riverwalk (a) Seaport Kewalo Basin Harbor $3,649 1,547 300 $2,453 1,593 300 $60,406 205,903 9,200 $62,859 207,496 9,500 100% 100% 100% 2045-2046 2031 (b) 2049 $997 348 75 $5,496 $4,346 $275,509 $279,855 (a) Includes base ground rent, deferred ground rent and the participation rent, as applicable. Future payments of participation rent are calculated based on the floor only. (b) Initial expiration is 12/30/2031 but subject to extension options through 12/31/2072. 23www.ho wardhughes.co m Summary of Ground Leases

 


Under Construction - Projects in the Strategic segment for which construction has commenced as of December 31, 2017, unless otherwise noted. This excludes MPC and condominium development. Unstabilized - Properties in the Operating segment that have not been in service for more than 36 months and do not exceed 90% occupancy. If an office, retail or multi-family property has been in service for more than 36 months but does not exceed 90% occupancy, the asset is considered underperforming and is included in Stabilized. Stabilized - Properties in the Operating segment that have been in service for more than 36 months or have reached 90% occupancy, which ever occurs first. If an office, retail or multifamily property has been in service for more than 36 months but does not exceed 90% occupany, the asset is considered underperforming. Net Operating Income (NOI) - We define NOI as operating cash revenues (rental income, tenant recoveries and other revenue) less operating cash expenses (real estate taxes, repairs and maintenance, marketing and other property expenses), including our share of NOI from equity investees. NOI excludes straight-line rents and amortization of tenant incentives, net interest expense, ground rent amortization, demolition costs, amortization, depreciation, development-related marketing costs and, unless otherwise indicated, Equity in earnings from Real Estate and Other Affiliates. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors which vary by property, such as lease structure, lease rates and tenant bases, have on our operating results, gross margins and investment returns. We believe that net operating income (“NOI”) is a useful supplemental measure of the performance of our Operating Assets because it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating real estate properties and the impact on operations from trends in rental and occupancy rates and operating costs. 24www.howardhughes.com Definitions

 


Reconciliation of Operating Assets segment EBT to Total NOI: (In thousands) Total Operating Assets segment EBT $ (14,356) $ (13,162) $ (9,068) $ 7,922 $ 5,191 $ (28,664) $ (22,985) Straight-line lease amortization Demolition costs Development-related marketing costs Depreciation and Amortization Provision for impairment Write-off of lease intangibles and other Other income, net Equity in earnings from Real Estate Affiliates Interest, net Total Operating Assets NOI - Consolidated (2,801) 1,443 1,029 33,503 — 492 50 472 15,580 (1,421) 34 1,067 33,885 — 41 249 (317) 15,940 (1,816) 63 832 32,244 — 15 (162) (37) 15,540 (1,961) 65 418 22,789 — 27 178 (3,385) 14,524 (1,057) 194 46 21,767 — 61 (1,475) (185) 13,458 (7,999) 1,605 3,346 122,421 — 575 315 (3,267) 61,584 (10,689) 194 947 86,313 35,734 25 (4,601) (2,802) 50,427 35,412 36,316 37,611 40,577 38,000 149,916 132,563 Redevelopments Historic Area / Uplands (a) Landmark Mall Total Operating Asset Redevelopments NOI — — — — — — — — — (150) — — (589) (676) — — — — (150) — (1,265) Dispositions Cottonwood Square Park West Total Operating Asset Dispositions NOI 250 1 165 (8) 161 (39) 174 (14) 176 490 750 (60) 705 1,835 251 157 122 160 666 690 2,540 Consolidated Operating Assets NOI excluding properties sold or in redevelopment $ 35,161 $ 36,159 $ 37,489 $ 40,417 $ 37,484 $ 149,226 $ 131,288 Company's Share NOI - Equity investees $ 1,084 $ 1,186 $ 1,385 $ 746 $ 888 $ 4,401 $ 5,069 Distributions from Summerlin Hospital Investment — — — 3,383 — 3,383 2,616 Total NOI $ 36,245 $ 37,345 $ 38,874 $ 44,546 $ 38,372 $ 157,010 $ 138,973 (a) - Effective January 1, 2017, we moved South Street Seaport assets under construction and related activities out of the Operating Assets segment into the Strategic Developments segment. South Street Seaport operating properties and related operating results remain presented within the Operating Assets segment. The respective segment earnings and NOI presented above in all 2016 periods to reflect this change. Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue: Three Months Ended December 31, Year Ended December 31, Total residential land sales closed in period Total commercial land sales closed in period Net recognized (deferred) revenue: Bridgeland Summerlin Total net recognized (deferred) revenue Special Improvement District bond revenue Total land sales revenue - GAAP basis $ 55,759 13,955 $ 48,997 — $ 189,017 18,254 $ 163,142 10,753 (634) (2,270) 1,345 15,655 6,722 20,063 3,780 29,596 (2,904) 17,000 26,785 33,376 4,254 2,153 14,539 8,047 $ 71,064 $ 68,150 $ 248,595 $ 215,318 Total MPC segment revenue - GAAP basis $ 87,832 $ 77,902 $ 299,543 $ 253,304 Reconciliation of MPC segment EBT to MPC Net Contribution: (In thousands) Three Months Ended December 31, Year Ended December 31, MPC segment EBT Plus: Cost of sales - land Depreciation and amortization MUD and SID bonds collections, net Distributions from Real Estate and Other Affiliates Less: MPC development expenditures MPC land acquisitions Equity in earnings in Real Estate and Other Affiliates MPC Net Contribution $ 52,604 $ 62,706 $ 190,351 $ 179,481 32,828 76 54,548 10,000 29,599 75 34,187 22,900 121,116 323 56,509 10,000 95,727 311 37,672 22,900 (56,342) (2,976) (1,682) (43,091) (25) (20,928) (193,087) (4,391) (23,234) (149,592) (94) (43,501) $ 89,056 $ 85,423 $ 157,587 $ 142,904 Reconciliation of Segment EBTs to Net Income (In thousands) Three Months Ended December 31, Year Ended December 31, MPC segment EBT Operating Assets segment EBT Strategic Developments segment EBT Corporate and other items Income before taxes Provision for income taxes Net income Net income attributable to noncontrolling interests Net income attributable to common stockholders $ 52,604 (14,356) 51,985 (20,552) $ 62,706 5,191 36,102 (44,043) $ 190,351 (28,664) 169,041 (209,906) $ 179,481 (22,985) 302,022 (137,742) 69,681 77,647 59,956 (16,361) 120,822 45,801 320,776 (118,450) 147,328 43,595 166,623 202,326 1,793 - 1,781 (23) $ 149,121 $ 43,595 $ 168,404 $ 202,303 25www.howardhughes.com 2016 2017 2016 2017 2016 2017 2016 2017 Q4 2016 Q4 2017 Q4 2016 (In thousands) Q4 2017 FY 2016 (a) FY 2017 Q4 2016 (a) Q1 2017 Q2 2017 Q3 2017 Q4 2017 Reconciliation of Non-GAAP Measures

 

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