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Section 1: 8-K (8-K)

Document


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): November 5, 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 November 5, 2018, The Howard Hughes Corporation (the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended September 30, 2018. 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 November 5, 2018, the Company issued supplemental information for the third quarter ended September 30, 2018. 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
 
 
 
 
99.2
 





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:  November 5, 2018



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1
    
395644397_hhclogoa01.gif
PRESS RELEASE
Contact Information:
David R. O’Reilly
Chief Financial Officer
(214) 741-7744    
David.OReilly@howardhughes.com

The Howard Hughes Corporation® Reports Third Quarter 2018 Results
Strong Performance Led by Record Master Planned Communities Residential Revenues

Dallas, TX, November 5, 2018The Howard Hughes Corporation ® (NYSE: HHC) (the “Company”) announced today operating results for the third quarter ended September 30, 2018. 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.

Third Quarter 2018 Highlights

Net income attributable to common stockholders increased to $23.4 million, or $0.54 per diluted share, for the three months ended September 30, 2018, as compared to $10.5 million, or $0.24 per diluted share, for the three months ended September 30, 2017. This increase was primarily driven by increased land sales in our Master Planned Communities ("MPC") segment, as further discussed below. This increase was partially offset by the required adoption of new revenue recognition guidance on January 1, 2018, which mandated a change in revenue recognition for our condominiums as further discussed in the Financial Results section below.
MPC segment earnings before tax ("EBT") was $88.9 million for the three months ended September 30, 2018, an increase of $48.5 million, or 119.7%, compared to the three months ended September 30, 2017. The increase was mainly a result of superpad sales at Summerlin and increased lot sales at Bridgeland. Lots sold at Summerlin and Bridgeland during the quarter achieved an average price per acre of $572,000 and $378,000, respectively, increases of $26,000 and $9,000, respectively, over the prior year period. MPC residential land sales during the quarter were the highest in the Company's history.
Total net operating income ("NOI") from operating assets, including our share of NOI from equity investments, was $38.7 million for the three months ended September 30, 2018, an increase of $1.3 million, or 3.6%, compared to $37.3 million for the three months ended September 30, 2017. As discussed further in the Operating Assets section, NOI growth for the three months ended September 30, 2018 compared to the same period in 2017 would have been $4.6 million, or approximately 12.4%, when excluding the Seaport District.
Estimated stabilized NOI increased by $9.0 million to $317.6 million as of the third quarter of 2018 (which excludes the redevelopment of the Seaport District) due to the addition of two floors at 110 North Wacker and the Lakefront North acquisition discussed below.
Contracted to sell 220 condominiums at Ward Village in the third quarter of 2018, including 216 at ‘A‘ali‘i, our newest building that began public sales in January 2018. ‘A‘ali‘i, which broke ground on October 15, 2018, was 75.1% presold as of September 30, 2018. Including ‘A‘ali‘i, 1,905 homes, or 89.4% of the residences available for sale at our five residential buildings that are either delivered or under construction, were closed or under contract as of September 30, 2018.

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Celebrated the openings of 10 Corso Como, SJP by Sarah Jessica Parker, Roberto Cavalli, Cynthia Rowley, By Chloe, Cobble & Co. and Big Gay Ice Cream in the Seaport District.
Signed an agreement with Nike to lease approximately 23,000 square feet of office space at Pier 17.
Sold out 18 of 23 concerts held at The Rooftop at Pier 17 and hosted approximately 2,100 diners during the Seaport Food Lab summer pop-up series.
Closed on a secured, non-recourse corporate credit facility with loan proceeds of up to $700.0 million, comprised of a $615.0 million term loan and an $85.0 million revolver. The loans under the facility bear interest at one-month LIBOR plus 1.65% and mature September 18, 2023. Concurrent with the funding of the term loan on September 21, 2018, the Company entered into a swap agreement to fix 100.0% of the outstanding principal of the term loan to a total rate equal to 4.61%.
Acquired Lakefront North, two vacant, Class-A office buildings immediately adjacent to our Hughes Landing development in The Woodlands. We purchased the four- and six-story buildings, totaling 257,025 rentable square feet, as well as 12.9 acres of land for $53.0 million. We purchased these buildings below replacement cost, and the acquisition strengthens our control over the supply of office space and undeveloped land in The Woodlands.
Broke ground on Two Lakes Edge, an eight-story 386-unit, multi-family property with retail and a restaurant on the ground level. This is our second multi-family residential development in Hughes Landing. On October 11, 2018, we closed on a $74.0 million construction loan for the project, bearing interest at one-month LIBOR plus 2.15% with an initial maturity date of October 11, 2022 and a one-year extension option.

"Our third quarter results illustrate the strong fundamentals of our business across our core markets and three key segments. Highlighted by the sale of two superpads in our Summerlin MPC with combined revenue of $91.1 million, our MPC results were particularly noteworthy for the quarter. The strong land sales were accompanied by continued NOI growth in our office and multi-family properties as more of our operating assets continue to stabilize" said David R. Weinreb, Chief Executive Officer. "In Honolulu, the extraordinary pace of sales in Ward Village continued in the third quarter, where we pre-sold an additional 220 homes that bring ‘A‘ali‘i, on which we recently began construction, to 75.1% pre-sold as of September 30, 2018. Finally, on the heels of successful openings for key fashion tenants in the Historic District, such as 10 Corso Como and SJP by Sarah Jessica Parker, we are pleased to announce that Nike has leased approximately 23,000 square feet at Pier 17. Our vision for the Seaport District continues to come alive as it transforms into one of New York City’s newest and most vibrant fashion and entertainment destinations."

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Financial Results

Our total revenues were $257.2 million and $599.8 million for the three and nine months ended September 30, 2018, decreases of $1.6 million and $199.3 million, respectively, compared to the same periods in 2017, primarily due to a required change in accounting method as to how we recognize revenue on our condominium projects in our Strategic Developments segment. We adopted the new revenue recognition standard on January 1, 2018, as mandated by the Financial Accounting Standards Board for all public companies. The adoption mandated a change in revenue recognition for our condominium sales from percentage of completion to recognizing revenue and cost of sales for condominiums only after construction is complete and sales to buyers have closed. This change relates only to the timing of revenue recognition and will more closely match the actual cash flows from the sale of units. As a result of this accounting change, condominium revenue will be recognized later than it previously had been and will be lumpier, as revenue will only be recognized as unit sales close. The substantial majority of our closings have occurred at the time of building completion as a result of presales and units sold while construction is underway. See the Strategic Developments section below for additional information regarding the strong condominium sales this quarter. The reduction in revenue from this accounting change was partially offset by higher MPC revenues in the quarter, mainly as a result of superpad sales at Summerlin and increased lot sales at Bridgeland and The Woodlands Hills. These two factors had similar impacts on our FFO, Core FFO and Adjusted FFO ("AFFO") discussed below.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands, except per share amounts)
 
2018
 
2017
 
2018
 
2017
Net income attributable to common stockholders
 
$
23,365

 
$
10,504

 
$
19,751

 
$
19,283

Basic income per share
 
$
0.54

 
$
0.25

 
$
0.46

 
$
0.47

Diluted income per share
 
$
0.54

 
$
0.24

 
$
0.46

 
$
0.45

 
 
 
 
 
 
 
 
 
Funds from operations ("FFO")
 
$
53,913

 
$
45,304

 
$
105,758

 
$
92,245

FFO per weighted average diluted share
 
$
1.24

 
$
1.05

 
$
2.44

 
$
2.14

 
 
 
 
 
 
 
 
 
Core FFO
 
$
72,525

 
$
60,129

 
$
151,068

 
$
218,581

Core FFO per weighted average diluted share
 
$
1.67

 
$
1.39

 
$
3.49

 
$
5.07

 
 
 
 
 
 
 
 
 
AFFO
 
$
70,762

 
$
55,850

 
$
138,690

 
$
206,398

AFFO per weighted average diluted share
 
$
1.63

 
$
1.29

 
$
3.20

 
$
4.79


FFO for the three months ended September 30, 2018 increased $8.6 million, or $0.19 per diluted share, compared to the same period in 2017. The increase was primarily due to higher land sales in the MPC segment, partially offset by decreased revenues recognized in condominium sales, as discussed above. FFO for the nine months ended September 30, 2018 increased $13.5 million, or $0.3 per diluted share, compared to the same period in 2017. In addition to the factors impacting the three month period, the increase for the nine months ended September 30, 2018 was also attributable to the absence of the 2017 loss on both the redemption of senior notes due in 2021 and warrant liability and a decrease in the provision for income taxes provided by the Tax Cuts and Jobs Act of 2017, offset by the $32.2 million gain in 2017 on the sale of 36 acres of undeveloped land at The Elk Grove Collection.

Core FFO for the three and nine months ended September 30, 2018 increased $12.4 million and decreased $67.5 million, or $0.28 and $1.58 per diluted share, respectively, compared to the same periods in 2017. The increase for the three months ended September 30, 2018 is primarily attributable to the factors discussed in the FFO section above. The decrease for the nine months ended September 30, 2018 is also impacted by the 2017 losses on redemption of senior notes due in 2021 and warrant liability, both of which are added to FFO in the calculation of Core FFO. AFFO, our Core FFO adjusted to exclude recurring capital improvements and leasing commissions, increased $14.9 million and decreased $67.7 million, or $0.34 and $1.59 per diluted share, for the three and nine months ended September 30, 2018 compared to the same periods in 2017 primarily due to the items mentioned in the FFO and Core FFO discussions above. 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 and a better indication of our overall performance.

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Business Segment Operating Results

Master Planned Communities

Our MPC revenues fluctuate each quarter given the nature of development and sale of land in these large scale, long-term communities. As a result of this fluctuation, we believe full year results are a better measurement of performance than quarterly results.

During the three and nine months ended September 30, 2018, our MPC segment earnings before tax were $88.9 million and $172.3 million compared to $40.5 million and $137.7 million during the same periods of 2017, increases of 119.7% and 25.1%, respectively. The primary drivers of these changes are discussed below.

For the three months ended September 30, 2018, the increase was driven by the timing of land sales in Summerlin and Bridgeland. At Summerlin, superpad sales totaled 160 acres, as compared to sales of 57 acres in the prior year period, and we achieved a residential price per acre of $572,000, an increase of $26,000 per acre over the prior year. There were 210 single-family lot sales at Bridgeland, which is 130 more lots sold compared to the same period last year. In Bridgeland, we achieved a residential price per acre of $378,000 during the quarter, an increase of $9,000 per acre over the prior year. Also contributing to the increase was a commercial land sale in The Woodlands for $1.4 million and 29 single-family lot sales in The Woodlands Hills with no comparable sales in the prior period. The Woodlands achieved a residential price per acre of $542,000, a decrease of $133,000 per acre from the prior year due to the mix of lots sold. The Woodlands achieved a commercial price per acre of $851,000, and The Woodlands Hills achieved a residential price per acre of $301,000, each without comparable prior year data.
 
The increase in EBT for the nine months ended September 30, 2018 was primarily attributable to superpad sales at Summerlin and increased single-family lot sales at Bridgeland and The Woodlands Hills. Summerlin sold superpad sites totaling 241 acres in 2018, compared to sales of 144 acres in the same period last year. We achieved a residential price per acre of $589,000 in 2018, which is consistent with the prior year. In addition, there were 380 single-family lot sales in Bridgeland compared to 299 single-family lot sales in the same period last year, and we achieved a price per acre of $382,000, consistent with the prior year. There were 115 single-family lot sales in The Woodlands Hills compared to none in the same period last year, and we achieved a price per acre of $273,000. These increases were offset in part by two commercial sales and an easement sale in the prior period with no comparable sales in the current period at The Woodlands and Bridgeland, respectively.

Operating Assets

In our Operating Assets segment, we increased NOI, including our share of NOI from equity investees and excluding properties sold or in redevelopment, by $1.3 million and $11.7 million, or 3.6% and 9.7%, to $38.7 million and $132.4 million in the three and nine months ended September 30, 2018, respectively, compared to the same periods of 2017. For the three months ended September 30, 2018, the increase is primarily driven by NOI increases of $2.5 million and $0.8 million in NOI at our office and multi-family properties, respectively, primarily as a result of continued stabilization and increased occupancy at several of our office and multi-family assets. This increase was partially offset by a decrease of $1.0 million in NOI at our retail properties, driven primarily by NOI loss of $3.3 million at our Seaport District properties. NOI at the Seaport District was negatively impacted by costs associated with opening new businesses such as our concert series, summer activations and restaurants. This loss is consistent with our expectations and included in our development budget for the project. Excluding the Seaport District, NOI for the three months ended September 30, 2018 would have increased $4.6 million, or approximately 12.4%, over the prior year period. The increase in NOI for the nine months ended September 30, 2018 is primarily driven by increases of $3.6 million, $3.5 million and $3.7 million in NOI at our retail, office and multi-family properties, respectively, all mainly as a result of continued stabilization at several of these assets. These increases were compounded by a $4.7 million increase in Hospitality NOI, mainly as a result of increased hotel room rates and conference and food and beverage revenue.

In the Seaport District, we celebrated the openings of several new businesses, including 10 Corso Como on September 7th in conjunction with New York Fashion Week. The store is the only U.S. location for the iconic Milan-based fashion

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destination. We also celebrated the opening of SJP by Sarah Jessica Parker's first standalone shoe store on September 13th. Finally, we signed an agreement with Nike to lease approximately 23,000 square feet of office space at Pier 17.

Strategic Developments

In our Strategic Developments segment, we experienced another strong quarter, including robust sales of condominium units at Ward Village. Our newest tower to launch sales, ‘A‘ali‘i, was approximately 75.1% presold as of September 30, 2018 and 77.1% presold as of October 31, 2018. ‘A‘ali‘i launched public sales in January 2018 and demonstrates the continued strong demand for condominiums at Ward Village. We celebrated the groundbreaking of this new tower on October 15, 2018.

We also increased our estimated stabilized NOI by $9.0 million to $317.6 million as of the third quarter of 2018, excluding the redevelopment of the Seaport District. Of this increase, $2.5 million is attributable to two floors added to our 110 North Wacker development, which were incorporated into our plans as a result of strong leasing demand. An additional $6.5 million in estimated stabilized NOI is attributable to the acquisition of the Lakefront North property in the Operating Assets segment.

Despite strong sales activity, segment EBT decreased $34.4 million and $128.1 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in prior year. A change in accounting methods discussed previously contributed to the decreases and makes the periods not comparable. A $13.4 million charge for future window repairs at our Waiea condominium tower also contributed to the decrease in EBT for the nine months ended September 30, 2018. This charge represents the Company's estimate of total costs to complete the repairs. While we expect to recover these costs in future periods, we will not recognize any recovery until the amount can be estimated and is considered probable for financial reporting purposes.

Due to the change in accounting methods for revenue recognition of condominium sales previously discussed, for the current quarter, we reported revenues of $8.0 million from condominium rights and unit sales only for homes that actually closed escrow at the two delivered buildings (Waiea and Anaha) in Ward Village. Had we continued to account for them under the previous guidance, we would have reported condominium rights and unit sales of $51.8 million. For the comparable period in 2017, we reported revenue on a percentage of completion basis at Ward Village of $113.9 million. Due to the change in accounting methods, the two quarters are not comparable. From inception through October 31, 2018 we have closed on the sales of a total of 479 units to residents.


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Balance Sheet Third Quarter Activity and Subsequent Events

On September 25, 2018, the Company and its joint venture partners closed on an amendment to the 110 North Wacker construction loan. The amendment increased the maximum borrowing capacity from $494.5 million to $512.6 million, modified the lenders and commitments included in the loan syndication and increased the Company's guarantee to approximately $92.3 million. The loan was modified as a result of the additional floors incorporated in the development plan, as previously discussed.

On September 11, 2018, the Company closed on an $89.8 million construction loan for 6100 Merriweather and an $85.7 million construction loan for Columbia Multi-family. Each loan bears interest at one-month LIBOR plus 2.75%, has an initial maturity date of September 11, 2022, has two, one-year extension options and is cross-collateralized.

On September 18, 2018, the Company closed on a $700.0 million loan for the Corporate Credit Facility, of which $615.0 million is a term loan and $85.0 million is a revolver. The loans under the facility bear interest at one-month LIBOR plus 1.65% and mature September 18, 2023. The Company has a one-time right to request an increase of $50.0 million in the aggregate amount of the revolver loan commitment. The net term loan proceeds were used to repay approximately $608.7 million of existing debt, and the revolver remains undrawn. Concurrent with the funding of the term loan on September 21, 2018, the Company entered into a swap agreement to fix 100.0% of the outstanding principal of the term loan to a total rate equal to 4.61%.

On July 27, 2018, the Company closed on a $34.2 million construction loan for Bridgeland Apartments, bearing interest at one-month LIBOR plus 2.25% with an initial maturity date of July 27, 2022 and a one-year extension option.

On July 20, 2018, the Company closed on a $51.2 million construction note for Summerlin Ballpark, bearing interest at 4.92% per annum and maturing on December 15, 2039. The note is secured by the ballpark and by the proceeds of the Naming Rights and Marketing agreement between the Company and the Las Vegas Convention and Visitors Authority, which provides an annual payment of $4.0 million to the Company in each of the next 20 years.

As of September 30, 2018, our total consolidated debt equaled approximately 44.7% of our total assets and our leverage ratio (debt to enterprise value, as defined in the Supplemental Information) was 39.5%. 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. As of September 30, 2018, we had $454.1 million of cash and cash equivalents.

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;

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expected performance of our MPC segment and other current income producing properties;
transactions related to our non-core assets;
the performance and our operational success at our Seaport District;
forecasts of our future economic performance; and
future liquidity, finance opportunities, development opportunities, development spending and management plans.

These statements involve known and unknown risks, uncertainties and other factors that may have a material impact on any future results, performance and achievements expressed or implied by such forward-looking statements. These risk factors are described in our Annual Report on Form 10-K, 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.

Our Financial Presentation

As discussed throughout this release, 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 throughout this release are Net operating income, Funds from operations, Core funds from operations, and Adjusted funds from operations. We provide a more detailed discussion about these non-GAAP measures in our reconciliation of non-GAAP measures provided in this earnings release.


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THE HOWARD HUGHES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands, except per share amounts)
 
2018
 
2017
    
2018
 
2017
Revenues:
 
 
 
 
 
 

 
 

Condominium rights and unit sales
 
$
8,045

 
$
113,852

 
$
39,767

 
$
342,208

Master Planned Communities land sales
 
127,730

 
54,906

 
226,727

 
177,531

Minimum rents
 
53,244

 
44,654

 
153,156

 
136,053

Tenant recoveries
 
12,806

 
11,586

 
37,808

 
34,627

Hospitality revenues
 
19,108

 
17,776

 
64,738

 
57,190

Builder price participation
 
8,685

 
5,472

 
19,394

 
14,613

Other land revenues
 
7,145

 
4,561

 
15,988

 
19,606

Other rental and property revenues
 
20,397

 
5,929

 
42,266

 
17,309

Total revenues
 
257,160

 
258,736

 
599,844

 
799,137

 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
Condominium rights and unit cost of sales
 
6,168

 
86,531

 
41,713

 
253,209

Master Planned Communities cost of sales
 
57,183

 
29,043

 
109,609

 
88,288

Master Planned Communities operations
 
13,044

 
8,180

 
33,956

 
24,881

Other property operating costs
 
42,942

 
21,354

 
91,847

 
60,153

Rental property real estate taxes
 
8,519

 
7,678

 
24,148

 
21,765

Rental property maintenance costs
 
4,456

 
3,380

 
11,604

 
10,016

Hospitality operating costs
 
14,723

 
13,525

 
45,707

 
41,534

Provision for doubtful accounts
 
2,282

 
448

 
4,417

 
1,728

Demolition costs
 
2,835

 
175

 
16,166

 
303

Development-related marketing costs
 
7,218

 
5,866

 
20,484

 
14,787

General and administrative
 
20,645

 
22,362

 
71,795

 
63,423

Depreciation and amortization
 
31,123

 
35,899

 
88,398

 
96,193

Total expenses
 
211,138

 
234,441

 
559,844

 
676,280

 
 
 
 
 
 
 
 
 
Operating income before other items
 
46,022

 
24,295

 
40,000

 
122,857

 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
Gains on sales of properties
 

 
237

 

 
32,452

Other (loss) income, net
 
(3,710
)
 
(160
)
 
(3,444
)
 
750

Total other
 
(3,710
)
 
77

 
(3,444
)
 
33,202

 
 
 
 
 
 
 
 
 
Operating income
 
42,312

 
24,372

 
36,556

 
156,059

 
 
 
 
 
 
 
 
 
Interest income
 
2,080

 
1,764

 
6,759

 
3,171

Interest expense
 
(21,670
)
 
(17,241
)
 
(57,182
)
 
(49,547
)
Loss on redemption of senior notes due 2021
 

 

 

 
(46,410
)
Warrant liability loss
 

 

 

 
(43,443
)
Gain on acquisition of joint venture partner's interest
 

 

 

 
5,490

Equity in earnings from real estate and other affiliates
 
8,612

 
7,467

 
39,297

 
25,821

Income before taxes
 
31,334

 
16,362

 
25,430

 
51,141

Provision for income taxes
 
7,487

 
5,846

 
5,628

 
31,846

Net income
 
23,847

 
10,516

 
19,802

 
19,295

Net income attributable to noncontrolling interests
 
(482
)
 
(12
)
 
(51
)
 
(12
)
Net income attributable to common stockholders
 
$
23,365

 
$
10,504

 
$
19,751

 
$
19,283

 
 
 
 
 
 
 
 
 
Basic income per share:
 
$
0.54

 
$
0.25

 
$
0.46

 
$
0.47

 
 
 
 
 
 
 
 
 
Diluted income per share:
 
$
0.54

 
$
0.24

 
$
0.46

 
$
0.45



8



THE HOWARD HUGHES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
 
 
September 30,
 
December 31,
(In thousands, except shares and par value amounts)
 
2018
 
2017
Assets:
 
 
 
 
Investment in real estate:
 
 
 
 
Master Planned Communities assets
 
$
1,621,168

 
$
1,642,278

Buildings and equipment
 
2,510,945

 
2,238,617

Less: accumulated depreciation
 
(359,445
)
 
(321,882
)
Land
 
302,858

 
277,932

Developments
 
1,825,847

 
1,196,582

Net property and equipment
 
5,901,373

 
5,033,527

Investment in real estate and other affiliates
 
107,720

 
76,593

Net investment in real estate
 
6,009,093

 
5,110,120

Cash and cash equivalents
 
454,080

 
861,059

Restricted cash
 
158,468

 
103,241

Accounts receivable, net
 
15,437

 
13,041

Municipal Utility District receivables, net
 
237,567

 
184,811

Notes receivable, net
 
40,220

 
5,864

Deferred expenses, net
 
95,811

 
80,901

Prepaid expenses and other assets, net
 
286,194

 
370,027

Total assets
 
$
7,296,870

 
$
6,729,064

 
 


 
 
Liabilities:
 
 
 
 
Mortgages, notes and loans payable, net
 
$
3,261,210

 
$
2,857,945

Deferred tax liabilities
 
148,770

 
160,850

Accounts payable and accrued expenses
 
705,864

 
521,718

Total liabilities
 
4,115,844

 
3,540,513

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

 

Common stock: $.01 par value; 150,000,000 shares authorized, 43,538,420 shares
issued and 43,033,127 outstanding as of September 30, 2018 and 43,300,253 shares
issued and 43,270,880 outstanding as of December 31, 2017
 
436

 
433

Additional paid-in capital
 
3,318,747

 
3,302,502

Accumulated deficit
 
(157,602
)
 
(109,508
)
Accumulated other comprehensive income (loss)
 
4,450

 
(6,965
)
Treasury stock, at cost, 505,293 and 29,373 shares as of September 30, 2018 and December 31, 2017, respectively
 
(60,743)

 
(3,476)

Total Stockholders' equity
 
3,105,288

 
3,182,986

Noncontrolling interests
 
75,738

 
5,565

Total equity
 
3,181,026

 
3,188,551

Total liabilities and equity
 
$
7,296,870

 
$
6,729,064


9



Appendix – Reconciliations of Non-GAAP Measures

As of and for the Three and Nine Months Ended September 30, 2018

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”).

As a result of our three segments, Master Planned Communities, Operating Assets and Strategic Developments, being 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 earnings before tax ("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.

 
Three Months Ended September 30,
 
(Unaudited)
 
2018
2017
$ Change
2018
2017
$ Change
2018
2017
$ Change
2018
2017
$ Change
(In thousands)
Operating
MPC
Strategic
Consolidated
Total revenues
$
101,000

$
79,533

$
21,467

$
143,135

$
64,929

$
78,206

$
13,025

$
114,274

$
(101,249
)
$
257,160

$
258,736

$
(1,576
)
Total operating expenses
59,779

41,837

(17,942
)
70,237

37,223

(33,014
)
19,302

91,080

71,778

149,318

170,140

20,822

Segment operating income (loss)
41,221

37,696

3,525

72,898

27,706

45,192

(6,277
)
23,194

(29,471
)
107,842

88,596

19,246

Depreciation and amortization
(28,329
)
(33,885
)
5,556

(79
)
(76
)
(3
)
(472
)
(18
)
(454
)
(28,880
)
(33,979
)
5,099

Interest (expense) income, net
(18,891
)
(15,940
)
(2,951
)
6,626

6,355

271

4,319

6,983

(2,664
)
(7,946
)
(2,602
)
(5,344
)
Other (loss) income, net
(2,887
)
(249
)
(2,638
)
18


18

(450
)
122

(572
)
(3,319
)
(127
)
(3,192
)
Equity in earnings (loss) from real estate and other affiliates
(529
)
317

(846
)
9,454

6,480

2,974

(316
)
670

(986
)
8,609

7,467

1,142

Gains on sales of properties







237

(237
)

237

(237
)
Segment EBT
$
(9,415
)
$
(12,061
)
$
2,646

$
88,917

$
40,465

$
48,452

$
(3,196
)
$
31,188

$
(34,384
)
$
76,306

$
59,592

$
16,714

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate expenses and other items
 
52,459

49,076

(3,383
)
 
 
 
 
 
Net income
 
 
$
23,847

$
10,516

$
13,331

 
 
 
 
 
Net income attributable to noncontrolling interests
 
(482
)
(12
)
(470
)
 
 
 
 
 
Net income attributable to common stockholders
 
$
23,365

$
10,504

$
12,861



10



 
Nine Months Ended September 30,
 
(Unaudited)
 
2018
2017
$ Change
2018
2017
$ Change
2018
2017
$ Change
2018
2017
$ Change
(In thousands)
Operating
MPC
Strategic
Consolidated
Total revenues
$
285,481

$
243,498

$
41,983

$
261,665

$
211,711

$
49,954

$
52,698

$
343,928

$
(291,230
)
$
599,844

$
799,137

$
(199,293
)
Total operating expenses
149,169

123,879

(25,290
)
143,608

113,171

(30,437
)
70,225

264,524

194,299

363,002

501,574

138,572

Segment operating income (loss)
136,312

119,619

16,693

118,057

98,540

19,517

(17,527
)
$
79,404

(96,931
)
236,842

297,563

(60,721
)
Depreciation and amortization
(79,190
)
(88,918
)
9,728

(245
)
(247
)
2

(2,650
)
(1,177
)
(1,473
)
(82,085
)
(90,342
)
8,257

Interest (expense) income, net
(52,886
)
(46,004
)
(6,882
)
19,826

17,902

1,924

18,260

18,321

(61
)
(14,800
)
(9,781
)
(5,019
)
Other (loss) income, net
(2,723
)
(265
)
(2,458
)
18


18

(77
)
137

(214
)
(2,782
)
(128
)
(2,654
)
Equity in earnings (loss) from real estate and other affiliates
1,056

3,739

(2,683
)
34,682

21,552

13,130

3,556

530

3,026

39,294

25,821

13,473

Gains on sales of properties







32,452

(32,452
)

32,452

(32,452
)
Segment EBT
$
2,569

$
(11,829
)
$
14,398

$
172,338

$
137,747

$
34,591

$
1,562

$
129,667

$
(128,105
)
$
176,469

$
255,585

$
(79,116
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate expenses and other items
 
156,667

236,290

79,623

 
 
 
 
 
Net income
 
 
$
19,802

$
19,295

$
507

 
 
 
 
 
Net income attributable to noncontrolling interests
 
(51
)
(12
)
(39
)
 
 
 
 
 
Net income attributable to common stockholders
 
$
19,751

$
19,283

$
468


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 property-specific factors such as lease structure, 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.

11



 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
(Unaudited)
 
(Unaudited)
(In thousands)
 
2018
 
2017
 
2018
 
2017
Total Operating Assets segment EBT (a)
 
$
(9,415
)
 
$
(12,061
)
 
$
2,569


$
(11,829
)
 
 
 
 
 
 
 
 
 
Add Back:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
28,329

 
33,885

 
79,190

 
88,918

Interest expense (income), net
 
18,891

 
15,940

 
52,886

 
46,004

Equity in earnings (loss) from real estate and other affiliates
 
529

 
(317
)
 
(1,056
)
 
(3,739
)
Straight-line rent revenue
 
(3,632
)
 
(1,421
)
 
(9,551
)
 
(5,198
)
Other
 
3,098

 
290

 
2,820

 
348

Total Operating Assets NOI - Consolidated
 
37,800

 
36,316

 
126,858

 
114,504

 
 
 
 
 
 
 
 
 
Dispositions:
 
 
 
 
 
 
 
 
Cottonwood Square
 

 
(165
)
 

 
(500
)
Park West
 

 
8

 

 
61

Total Operating Asset Dispositions NOI
 

 
(157
)
 

 
(439
)
 
 
 
 
 
 
 
 
 
Consolidated Operating Assets NOI excluding properties sold or in redevelopment
 
$
37,800

 
$
36,159

 
$
126,858

 
$
114,065

 
 
 
 
 
 
 
 
 
Company's Share NOI - Equity investees
 
891

 
1,186

 
2,130

 
3,315

 
 
 
 
 
 
 
 
 
Distributions from Summerlin Hospital Investment
 

 

 
3,435

 
3,383

 
 
 
 
 
 
 
 
 
Total NOI
 
$
38,691

 
$
37,345

 
$
132,423

 
$
120,763

 

(a) EBT excludes corporate expenses and other items that are not allocable to the segments. Prior periods have been adjusted to be consistent with the current year presentation.


12



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, 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 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.

13



 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
(Unaudited)
 
(Unaudited)
(In thousands)
 
2018
 
2017
 
2018
 
2017
Net (loss) income attributable to common shareholders
 
$
23,365

 
$
10,504

 
$
19,751

 
$
19,283

Add:
 
 
 
 
 
 
 
 
Segment real estate related depreciation and amortization
 
28,880

 
33,979

 
82,085

 
90,342

Gains on sales of properties
 

 
(237
)
 

 
(32,452)

Income tax expense (benefit) adjustments - deferred
 
 
 
 
 
 
 
 
Gains on sales of properties
 

 
83

 

 
12,164

Reconciling items related to noncontrolling interests
 
482

 
12

 
51

 
12

Our share of the above reconciling items included in earnings from unconsolidated joint ventures
 
1,186

 
963

 
3,871

 
2,896

FFO
 
$
53,913

 
$
45,304

 
$
105,758

 
$
92,245

 
 
 
 
 
 
 
 
 
Adjustments to arrive at Core FFO:
 
 
 
 
 
 
 
 
Acquisition expenses
 
$

 
$

 
$

 
$
32

Loss on redemption of senior notes due 2021
 

 

 

 
46,410

Gain on acquisition of joint venture partner's interest
 

 

 

 
(5,490)

Warrant loss
 

 

 

 
43,443

Severance expenses
 
139

 
361

 
420

 
2,449

Non-real estate related depreciation and amortization
 
2,243

 
1,920

 
6,313

 
5,851

Straight-line amortization
 
(3,676
)
 
(2,257
)
 
(10,104)

 
(6,903)

Deferred income tax expense (benefit)
 
7,179

 
6,897

 
4,621

 
19,280

Non-cash fair value adjustments related to hedging instruments
 
(394
)
 
68

 
(1,262)

 
399

Share based compensation
 
2,877

 
1,663

 
8,231

 
5,352

Other non-recurring expenses (development related marketing and demolition costs)
 
10,053

 
6,041

 
36,650

 
15,090

Our share of the above reconciling items included in earnings from unconsolidated joint ventures
 
191

 
132

 
441

 
423

Core FFO
 
$
72,525

 
$
60,129

 
$
151,068

 
$
218,581

 
 
 
 
 
 
 
 
 
Adjustments to arrive at AFFO:
 
 
 
 
 
 
 
 
Tenant and capital improvements
 
$
(1,519
)
 
$
(3,541
)
 
$
(10,684
)
 
$
(10,156
)
Leasing Commissions
 
(244
)
 
(738
)
 
(1,694
)
 
(2,027
)
AFFO
 
$
70,762

 
$
55,850

 
$
138,690

 
$
206,398

 
 
 
 
 
 
 
 
 
FFO per diluted share value
 
$
1.24

 
$
1.05

 
$
2.44

 
$
2.14

 
 
 
 
 
 
 
 
 
Core FFO per diluted share value
 
$
1.67

 
$
1.39

 
$
3.49

 
$
5.07

 
 
 
 
 
 
 
 
 
AFFO per diluted share value
 
$
1.63

 
$
1.29

 
$
3.20

 
$
4.79




14
(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

hhcsupplemental3q18
Seaport District Hughes Landing Three Merriweather New York, NY Houston, TX Columbia, MD Supplemental Information Three months ended September 30, 2018 NYSE: HHC The Howard Hughes Corporation, 13355 Noel Road, 22nd Floor, Dallas, TX 75240 HowardHughes.com 214.741.7744


 
Cautionary Statements Cautionary Statements 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, as filed with the Securities and Exchange Commission on February 26, 2018. 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. 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. HowardHughes.com 214.741.7744 2


 
Table of Contents Table of Contents FINANCIAL OVERVIEW PORTFOLIO OVERVIEW PORTFOLIO PERFORMANCE DEBT & OTHER Company Profile 4 MPC Portfolio 12 Lease Expirations 14 Debt Summary 23 Financial Summary 6 Portfolio Key Metrics 13 Stabilized Properties 15 Property-Level Debt 24 Balance Sheets 7 Unstabilized Properties 17 Ground Leases 26 Statements of Operations 8 Under Construction Properties 18 Definitions 27 Income Reconciliations 9 Acquisitions / Dispositions 19 Reconciliations of Non-GAAP 28 NOI by Region 10 MPC Land 20 Ward Village Condos 21 Other Assets 22 HowardHughes.com 214.741.7744 3


 
Company Profile - Summary & Results Company Profile - Summary & Results Company Overview - Q3 2018 Recent Company Highlights DALLAS--(PRNewswire)--Sept. 24, 2018-- The Howard Hughes Corporation announced that it has Exchange / Ticker NYSE: HHC closed on a secured, non-recourse corporate credit facility with loan proceeds of up to $700 million, comprised of a $615 million term loan and an $85 million revolver. Additionally, The Howard Hughes Corporation will have the right to increase the revolver by $50 million through the facility's accordion Share Price - September 30, 2018 $ 124.22 feature. LAS VEGAS--(PRNewswire)--Sept. 18, 2018--The Howard Hughes Corporation, owner of the Las Vegas 51s, announced today a two-year Player Development Contract (PDC) between the Las Vegas Diluted Earnings / Share $ 0.54 51s and the Oakland A's. The Las Vegas 51s, the city's professional Triple-A baseball team and a member of the Pacific Coast League (PCL), will begin the 2019 season in their new stadium the Las Vegas Ballpark, which is currently under construction in Downtown Summerlin. FFO / Diluted Share $ 1.24 NEW YORK--(PRNewswire)--Sept. 12, 2018--The Howard Hughes Corporation celebrated last week the opening of 10 Corso Como in the historic Seaport District, marking a milestone in the Lower Core FFO / Diluted Share $ 1.67 Manhattan neighborhood's ongoing transformation into a fashion, cultural, culinary and entertainment hub. Formally opened on Friday, September 7 in conjunction with New York Fashion Week, the store is the only U.S. location for the iconic Milan-based fashion destination and features an Italian café and restaurant, fashion, design objects and books, beauty, a garden, as well as an art gallery. AFFO / Diluted Share $ 1.63 Operating Portfolio by Region Q3 2018 MPC & Condominium Results $ in millions $ in millions Q3 2018 MPC EBT Q3 2018 Condo Gross Profit Bridgeland $ 13.0 Waiea $ 2.0 Columbia (0.4) Anaha (0.1) Summerlin 77.8 Ke Kilohana — The Woodlands/The Woodlands Hills (1.5) Ae`o — Total $ 88.9 Total $ 1.9 HowardHughes.com 214.741.7744 4


 
Company Profile - Summary & Results (con't) Company Profile - Summary & Results (cont'd) Path to Projected Annual Stabilized NOI Currently Under Construction Currently Unstabilized Currently Stabilized Total $ in millions $ in millions $ in millions $ in millions Retail & Office S.F. 2,430,200 Retail & Office S.F. 1,438,691 Retail & Office S.F. 5,171,937 Retail & Office S.F. 9,040,828 Multifamily Units 1,639 Multifamily Units 437 Multifamily Units 1,622 Multifamily Units 3,698 Hotel Keys 66 Hotel Keys 705 Hotel Keys 205 Hotel Keys 976 Other Units — Other Units 1,408 Other Units — Other Units 1,408 Projected Stabilized NOI $ 85.1 Projected Stabilized NOI $ 66.6 Projected Stabilized NOI $ 165.9 Projected Stabilized NOI $ 317.6 Q3 2018 - Operating Results by Property Type Currently Under Construction Currently Unstabilized Currently Stabilized Total $ in millions $ in millions $ in millions $ in millions 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 3Q18 Operating Results by Property Type. See page 18 for Stabilized NOI Yield and other project information HowardHughes.com 214.741.7744 5


 
Financial Summary Financial Summary Company Profile Q3 2018 Q2 2018 Q1 2018 Q4 2017 Q3 2017 YTD Q3 2018 YTD Q3 2017 Share price1 $124.22 $132.50 $139.13 $131.27 $117.93 $124.22 $117.93 Market Capitalization2 $5.4b $5.7b $6.0b $5.9b $5.1b $5.4b $5.1b Enterprise Value3 $8.2b $8.3b $8.3b $7.9b $7.5b $8.2b $7.5b Weighted avg. shares - basic (in thousands) 43,066 42,573 42,976 42,860 42,845 43,023 40,860 Weighted avg. shares - diluted (in thousands) 43,317 42,942 43,363 43,120 43,267 43,281 43,098 Total diluted share equivalents outstanding (in thousands)1 43,194 43,325 43,301 44,917 43,380 43,080 43,380 Earnings Profile (in thousands except for Avg. NOI margin) Operating Segment Income Revenues $96,528 $89,752 $87,525 $80,727 $77,651 $273,805 $237,582 Expenses ($58,728) ($44,231) ($43,988) ($45,566) ($41,492) ($146,947) ($123,019) Company's Share of Equity Method Investments NOI and Cost Basis Investment $891 $664 $4,010 $1,084 $1,186 $5,565 $6,700 Net Operating Income4 $38,691 $46,185 $47,547 $36,245 $37,345 $132,423 $121,263 Avg. NOI margin 40% 52% 54% 45% 48% 48% 51% MPC Segment Earnings Total revenues $143,135 $62,765 $55,765 $87,832 $64,929 $261,665 $211,711 Total expenses5 ($70,316) ($37,088) ($36,449) ($43,300) ($37,299) ($143,853) ($113,418) Interest (expense) income, net6 $6,626 $6,808 $6,392 $6,390 $6,355 $19,826 $17,902 Other (loss) income, net $18 $— $— $— $— $18 $— Equity in earnings in Real Estate and Other Affiliates $9,454 $14,100 $11,128 $1,682 $6,480 $34,682 $21,552 MPC Segment EBT6 $88,917 $46,585 $36,836 $52,604 $40,465 $172,338 $137,747 Condo Gross Profit Revenues7 $8,045 $20,885 $10,837 $122,043 $113,852 $39,767 $342,208 Expenses7 ($6,168) ($28,816) ($6,729) ($85,152) ($86,531) ($41,713) ($253,209) Condo Net Income $1,877 ($7,931) $4,108 $36,891 $27,321 ($1,946) $88,999 Debt Summary (in thousands except for percentages) Total debt payable8 $3,296,486 $3,163,771 $2,915,220 $2,877,789 $3,014,280 $3,296,486 $3,014,280 Fixed rate debt outstanding at end of period $1,651,695 $1,643,194 $1,522,488 $1,526,875 $1,508,746 $1,651,695 $1,508,746 Weighted avg. rate - fixed 4.60% 4.60% 4.98% 5.04% 4.99% 4.60% 4.99% Variable rate debt outstanding at end of period, excluding condominium financing $1,411,932 $1,355,523 $1,299,119 $1,317,311 $1,310,265 $1,411,932 $1,310,265 Weighted avg. rate - variable 4.78% 3.37% 4.32% 4.10% 3.67% 4.78% 3.67% Condominium debt outstanding at end of period $232,859 $165,054 $93,613 $33,603 $195,269 $232,859 $195,269 Weighted avg. rate - condominium financing 6.04% 5.93% 5.78% 4.49% 7.98% 6.04% 7.98% Leverage ratio (debt to enterprise value) 39.54% 37.59% 34.92% 36.20% 39.90% 39.61% 39.90% (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. Prior periods have been adjusted to be consistent with fiscal 2018 presentation. (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 on debt held in other segments and at corporate. (7) Revenues in 2018 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 new revenue standard adopted January 1, 2018. Prior year periods are presented based on the percentage of completion method ("POC") and are therefore not comparable to the current period. (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. HowardHughes.com 214.741.7744 6


 
Balance Sheets Balance Sheets (In thousands, except shares and par value amounts) Q3 2018 Q3 2017 FY 2017 FY 2016 ASSETS Unaudited Unaudited Investment in real estate: Master Planned Communities assets $ 1,621,168 $ 1,667,496 $ 1,642,278 $ 1,669,561 Buildings and equipment 2,510,945 2,155,071 2,238,617 2,027,363 Less: accumulated depreciation (359,445) (303,887) (321,882) (245,814) Land 302,858 314,383 277,932 320,936 Developments 1,825,847 1,124,079 1,196,582 961,980 Net property and equipment 5,901,373 4,957,142 5,033,527 4,734,026 Investment in real estate and other affiliates 107,720 89,155 76,593 76,376 Net investment in real estate 6,009,093 5,046,297 5,110,120 4,810,402 Cash and cash equivalents 454,080 601,934 861,059 665,510 Restricted cash 158,468 360,281 103,241 249,629 Accounts receivable, net 15,437 9,608 13,041 9,883 Municipal Utility District receivables, net 237,567 193,100 184,811 150,385 Notes receivable, net 40,220 46 5,864 155 Deferred expenses, net 95,811 76,692 80,901 64,531 Prepaid expenses and other assets, net 286,194 435,738 370,027 416,887 Total Assets $ 7,296,870 $ 6,723,696 $ 6,729,064 $ 6,367,382 LIABILITIES AND EQUITY Liabilities Mortgages, notes and loans payable $ 3,261,210 $ 2,993,448 $ 2,857,945 $ 2,690,747 Deferred tax liabilities 148,770 237,013 160,850 200,945 Warrant liabilities — — — 332,170 Accounts payable and accrued expenses 705,864 462,853 521,718 572,010 Total Liabilities $ 4,115,844 $ 3,693,314 $ 3,540,513 $ 3,795,872 Equity Common stock: $.01 par value; 150,000,000 shares authorized, 43,538,420 shares issued and 43,033,127 outstanding as of September 30, 2018 and 43,300,253 shares issued and 43,270,880 outstanding as of December 31, 2017 $ 436 $ 433 $ 433 $ 398 Additional paid-in capital 3,318,747 3,295,586 3,302,502 2,853,269 Accumulated deficit (157,602) (258,629) (109,508) (277,912) Accumulated other comprehensive income (loss) 4,450 (9,017) (6,965) (6,786) Treasury stock, at cost, 505,293 and 29,373 shares as of September 30, 2018 and December 31, 2017, respectively (60,743) (1,763) (3,476) (1,231) Total stockholders' equity 3,105,288 3,026,610 3,182,986 2,567,738 Noncontrolling interests 75,738 3,772 5,565 3,772 Total Equity $ 3,181,026 $ 3,030,382 $ 3,188,551 $ 2,571,510 Total Liabilities and Equity $ 7,296,870 $ 6,723,696 $ 6,729,064 $ 6,367,382 Share Count Details (In thousands) Shares outstanding at end of period (including restricted stock) 43,033 43,207 43,271 39,790 Dilutive effect of stock options1 114 171 200 277 Dilutive effect of warrants2 47 2 1,446 2,894 Total Diluted Share Equivalents Outstanding 43,194 43,380 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. HowardHughes.com 214.741.7744 7


 
Statements of Operations Comparative Statements of Operations: Total Portfolio (In thousands, except share amounts) Q3 2018 Q3 2017 YTD Q3 2018 YTD Q3 2017 Revenues: Unaudited Unaudited Unaudited Unaudited Condominium rights and unit sales $ 8,045 $ 113,852 $ 39,767 $ 342,208 Master Planned Communities land sales 127,730 54,906 226,727 177,531 Minimum rents 53,244 44,654 153,156 136,053 Tenant recoveries 12,806 11,586 37,808 34,627 Hospitality revenues 19,108 17,776 64,738 57,190 Builder price participation 8,685 5,472 19,394 14,613 Other land revenues 7,145 4,561 15,988 19,606 Other rental and property revenues 20,397 5,929 42,266 17,309 Total revenues 257,160 258,736 599,844 799,137 Expenses: Condominium rights and unit cost of sales 6,168 86,531 41,713 253,209 Master Planned Communities cost of sales 57,183 29,043 109,609 88,288 Master Planned Communities operations 13,044 8,180 33,956 24,881 Other property operating costs 42,942 21,354 91,847 60,153 Rental property real estate taxes 8,519 7,678 24,148 21,765 Rental property maintenance costs 4,456 3,380 11,604 10,016 Hospitality operating costs 14,723 13,525 45,707 41,534 Provision for doubtful accounts 2,282 448 4,417 1,728 Demolition costs 2,835 175 16,166 303 Development-related marketing costs 7,218 5,866 20,484 14,787 General and administrative 20,645 22,362 71,795 63,423 Depreciation and amortization 31,123 35,899 88,398 96,193 Total expenses 211,138 234,441 559,844 676,280 Operating income before other items 46,022 24,295 40,000 122,857 Other: Gains on sales of properties — 237 — 32,452 Other (loss) income, net (3,710) (160) (3,444) 750 Total other (3,710) 77 (3,444) 33,202 Operating Income 42,312 24,372 36,556 156,059 Interest income 2,080 1,764 6,759 3,171 Interest expense (21,670) (17,241) (57,182) (49,547) Loss on redemption of senior notes due 2021 — — — (46,410) Warrant liability loss — — — (43,443) Gain on acquisition of joint venture partner's interest — — — 5,490 Equity in earnings from real estate and other affiliates 8,612 7,467 39,297 25,821 Income before taxes 31,334 16,362 25,430 51,141 Provision for income taxes 7,487 5,846 5,628 31,846 Net income 23,847 10,516 19,802 19,295 Net income attributable to noncontrolling interests (482) (12) (51) (12) Net income attributable to common stockholders $ 23,365 $ 10,504 $ 19,751 $ 19,283 Basic income per share $ 0.54 $ 0.25 $ 0.46 $ 0.47 Diluted income per share $ 0.54 $ 0.24 $ 0.46 $ 0.45 The Company's 2018 three and nine month results are presented in accordance with Topic 606, the new revenue standard adopted January 1, 2018. Please refer to Note 2 in the Company's Form 10-Q for further information. HowardHughes.com 214.741.7744 8


 
Reconciliations of Net Income to FFO, Core FFO and AFFO (In thousands, except share amounts) Q3 2018 Q3 2017 YTD Q3 2018 YTD Q3 2017 RECONCILIATIONS OF NET INCOME TO FFO Unaudited Unaudited Unaudited Unaudited Net income attributable to common stockholders $ 23,365 $ 10,504 $ 19,751 $ 19,283 Add: Segment real estate related depreciation and amortization 28,880 33,979 82,085 90,342 Gains on sales of properties — (237) — (32,452) Income tax expense (benefit) adjustments - deferred Gains on sales of properties — 83 — 12,164 Reconciling items related to noncontrolling interests 482 12 51 12 Our share of the above reconciling items included in earnings from unconsolidated joint ventures 1,186 963 3,871 2,896 FFO $ 53,913 $ 45,304 $ 105,758 $ 92,245 Adjustments to arrive at Core FFO: Acquisition expenses $ — $ — $ — $ 32 Loss on redemption of senior notes due 2021 — — — 46,410 Gain on acquisition of joint venture partner's interest — — — (5,490) Warrant loss — — — 43,443 Severance expenses 139 361 420 2,449 Non-real estate related depreciation and amortization 2,243 1,920 6,313 5,851 Straight-line amortization (3,676) (2,257) (10,104) (6,903) Deferred income tax expense (benefit) 7,179 6,897 4,621 19,280 Non-cash fair value adjustments related to hedging instruments (394) 68 (1,262) 399 Share based compensation 2,877 1,663 8,231 5,352 Other non-recurring expenses (development related marketing and demolition costs) 10,053 6,041 36,650 15,090 Our share of the above reconciling items included in earnings from unconsolidated joint ventures 191 132 441 423 Core FFO $ 72,525 $ 60,129 $ 151,068 $ 218,581 Adjustments to arrive at AFFO: Tenant and capital improvements $ (1,519) $ (3,541) $ (10,684) $ (10,156) Leasing Commissions (244) (738) (1,694) (2,027) AFFO $ 70,762 $ 55,850 $ 138,690 $ 206,398 FFO per diluted share value $ 1.24 $ 1.05 $ 2.44 $ 2.14 Core FFO per diluted share value $ 1.67 $ 1.39 $ 3.49 $ 5.07 AFFO per diluted share value $ 1.63 $ 1.29 $ 3.20 $ 4.79 HowardHughes.com 214.741.7744 9


 
NOI by Region NOI by Region % Total 3Q18 Occupied (#) 3Q18 Leased (#) 3Q18 Occupied (%) 3Q18 Leased (%) 3Q18 Time to Ownership Annualized Stabilized Stabilize Property (a) Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units NOI (b) NOI (c) (Years) Stabilized Properties Office - Houston 100% 1,477,006 — 1,413,335 — 1,424,820 — 96% —% 96% —% $38,743 $40,060 — Office - Columbia 100% 1,049,790 — 979,785 — 992,426 — 93% —% 95% —% 16,725 17,678 — Office - Summerlin 100% 206,279 — 197,307 — 203,271 — 96% —% 99% —% 5,507 5,700 — Retail - Houston 100% 292,652 — 282,054 — 285,106 — 96% —% 97% —% 9,636 9,903 — Retail - Columbia 100% 89,199 — 89,199 — 89,199 — 100% —% 100% —% 2,066 2,200 — Retail - Hawaii 100% 918,669 — 854,884 — 864,142 — 93% —% 94% —% 21,744 21,421 — Retail - Other 100% 265,021 — 256,820 — 256,820 — 97% —% 97% —% 5,648 6,500 — Retail - Summerlin 100% 823,450 — 727,740 — 731,443 — 88% —% 89% —% 20,648 26,300 — Multi-Family - Houston (d) 100% 23,280 1,097 23,126 1,019 23,126 1,054 99% 93% 99% 96% 12,584 16,600 — Multi-Family - Columbia (d) 50% 13,591 380 13,591 358 13,591 365 100% 94% 100% 96% 2,728 3,500 — Multi-Family - Summerlin 100% — 124 — 120 — 120 —% 97% —% 97% 2,154 2,200 — Multi-Family - New York (d) 100% 13,000 21 13,000 21 13,000 21 100% 100% 100% 100% 435 600 — Hospitality - Houston 100% — 205 — 169 — 169 —% 82% —% 82% 5,151 4,500 — Other Assets (e) — — — — — — — —% —% —% —% 8,549 8,775 — Total Stabilized Properties (f) $152,318 $165,937 — Unstabilized Properties Office - Houston 100% 909,594 — 485,433 — 528,631 — 53% —% 58% —% $7,114 $20,958 2.3 Office - Columbia 100% 330,727 — 248,516 — 248,516 — 75% —% 75% —% 2,298 8,600 2.4 Retail - Houston (g) 100% 83,497 — 67,138 — 69,534 — 80% —% 83% —% 1,180 1,700 0.0 Retail - Hawaii 100% 86,847 — 70,301 — 80,164 — 81% —% 92% —% 922 2,709 1.0 Multi-Family - Columbia (d) 50% 28,026 437 6,672 292 6,672 309 24% 67% 24% 71% 1,382 4,000 1.0 Hospitality - Houston 100% — 705 — 454 — 454 —% 64% —% 64% 19,290 27,000 2.0 Self Storage - Houston 100% — 1,408 — 826 — 826 —% 59% —% 59% 273 1,600 2.0 Total Unstabilized Properties $32,459 $66,567 2.0 HowardHughes.com 214.741.7744 10


 
NOI by Region (con't) NOI by Region % Total 3Q18 Occupied (#) 3Q18 Leased (#) 3Q18 Occupied (%) 3Q18 Leased (%) 3Q18 Time to Ownership Annualized Stabilized Stabilize Property (a) Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units NOI (b) NOI (c) (Years) Under Construction Properties Office - Houston 100% 203,000 — — — 203,000 — —% —% 100% —% — $5,100 1.0 Office - Columbia 100% 320,000 — — — 150,000 — —% —% 47% —% — 9,200 5.0 Office - Summerlin 100% 325,000 — — — 225,335 — —% —% 69% —% (5) 7,600 1.5 Office - Other 33% 1,500,000 — — — 584,664 — —% —% 39% —% — 22,441 5.0 Retail - Houston 100% 60,300 — — — 46,825 — —% —% 78% —% (4) 1,668 2.0 Retail - Hawaii 100% 21,900 — — — 21,900 — —% —% 100% —% — 1,081 2.0 Multi-Family - Houston 100% — 990 — — — — —% —% —% —% 1 15,904 4.4 Multi-Family - Columbia 100% — 382 — — — — —% —% —% —% — 9,162 5.0 Multi-Family - Summerlin 100% — 267 — — — — —% —% —% —% — 4,400 2.0 Hospitality - New York 35% — 66 — — — — —% —% —% —% (381) 1,300 0.0 Other - Houston 100% — — — — — — —% —% —% —% — 217 1.0 Other - Summerlin 100% — — — — — — —% —% —% —% — 7,000 1.0 Total Under Construction Properties ($389) $85,073 3.7 Total/ Wtd. Avg. for Portfolio $184,388 $317,577 3.3 (a) Includes our share of NOI for our joint ventures. (b) Annualized 3Q18 NOI includes distribution received from cost method investment in 1Q18. 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 results of our tenants. See page 18 for Stabilized NOI Yield and other project information. (d) Multi-Family square feet represent ground floor retail whereas multi-family units represent residential units for rent. (e) Other assets are primarily made up of our share of equity method investments not included in other categories. These assets can be found on page 15 of this presentation. (f) For Stabilized Properties, the difference between 3Q18 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. (g) Retail - Houston in the Unstabilized Properties section is inclusive of retail in Bridgeland. (h) Office - Other in the Under Construction Properties section is inclusive of 110 North Wacker in Chicago. HowardHughes.com 214.741.7744 11


 
MPC Portfolio MPC Portfolio ($ in thousands) Nevada Texas Maryland Total (c) MPC Performance - 3Q18 & 3Q17 MPC Net Contribution (3Q18) (b) $90,697 $547 $(395) $90,849 MPC Net Contribution (3Q17) (b) $30,727 $(11,439) $(313) $18,975 Operating Asset Performance - 2018 & Future Annualized 3Q18 In-Place NOI $32,120 $98,814 $25,063 $155,997 Est. Stabilized NOI (Future) (d) $57,105 $150,058 $54,341 $261,504 Wtd. Avg. Time to Stab. (yrs.) 1.6 2.5 4.0 — (a) Commercial acres may be developed by us or sold. (b) Reconciliation from GAAP MPC segment earnings before tax (EBT) measure to MPC Net Contribution for the three months ended September 30, 2018 is found under Reconciliation of Non-GAAP Measures on page 29. (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. HowardHughes.com 214.741.7744 12


 
Portfolio Key Metrics Portfolio Key Metrics MPC Regions Non-MPC Regions The The Woodlands Woodlands Hills Bridgeland Summerlin Columbia Total Hawaii Seaport Other Total Houston, TX Houston, TX Houston, TX Las Vegas, NV Columbia, MD MPC Regions Honolulu, HI New York, NY Non-MPC Operating - Stabilized Properties Office s.f. 1,477,006 — — 206,279 1,049,790 2,733,033 — — — — Retail s.f. 315,932 — — 823,450 102,790 1,242,172 918,669 13,000 265,021 1,196,690 Multifamily units 1,097 — — 124 380 1,601 — 21 — 21 Hotel Rooms 205 — — — — 205 — — — — Self Storage Units — — — — — — — — — — Operating - Unstabilized Properties Office s.f. 909,594 — — — 330,727 1,240,321 — — — — Retail s.f. (a) — — 83,497 — 28,026 111,523 86,847 — — 86,847 Multifamily units — — — — 437 437 — — — — Hotel rooms 705 — — — — 705 — — — — Self Storage Units 1,408 — — — — 1,408 — — — — Operating - Under Construction Properties Office s.f. 203,000 — — 325,000 320,000 848,000 — — 1,500,000 1,500,000 Retail s.f. (b) 60,300 — — — — 60,300 21,900 — — 21,900 Multifamily units 678 — 312 267 382 1,639 — — — — Hotel rooms — — — — — — — 66 — 66 Self Storage Units — — — — — — — — — — Residential Land Total gross acreage/condos (c) 28,475 ac. 2,055 ac. 11,470 ac. 22,500 ac. 16,450 ac. 80,950 ac. 1,379 n.a. n.a. 1,379 Current Residents (c) 116,000 — 8,800 108,000 112,000 344,800 n.a. n.a. n.a. — Remaining saleable acres/condos 184 1,399 2,345 3,324 n.a. 7,252 9 n.a. n.a. 9 Estimated price per acre (d) 677 273 382 589 n.a. n.a. n.a. n.a. — Commercial Land Total acreage remaining 762 171 1,533 793 97 3,356 n.a. n.a. n.a. — Estimated price per acre (e) 873 n.a. 583 n.a. n.a. n.a. n.a. n.a. — Portfolio Key Metrics herein include square feet, units and rooms included in joint venture projects. sq. ft. and units are not shown at share. Retail s.f. includes multi-family s.f. (a) Retail Sq. ft. within the Summerlin region excludes 381,767 sq. ft. of anchors. (b) Retail Sq. ft. within New York region excludes 449,527 sq. ft for Pier 17, Uplands and Tin Building, pending final plans for this project. (c) Acreage shown as of September 30, 2018; current residents shown as of December 31, 2017. (d) Residential pricing represents average price per acre in 2018. (e) Commercial pricing: estimate of current value based upon recent sales, third party appraisals and third party MPC experts. At all MPCs except Bridgeland, commercial pricing represents average price per acre in 2017. Bridgeland and The Woodlands were the only MPCs with commercial sales in 2018; the sale of 1.56 acres in The Woodlands did not cause the average price to change. HowardHughes.com 214.741.7744 13


 
Lease Expirations Lease Expirations Office and Retail Lease Expirations Total Office and Retail Portfolio as of September 30, 2018 Office Expirations (a) Retail Expirations (a) Annualized Cash Rent Percentage of Wtd. Avg. Annualized Cash Annualized Cash Rent Percentage of Wtd. Avg. Annualized Cash Expiration Year (In thousands) Annualized Cash Rent Rent Per Leased Sq. Ft. (In thousands) Annualized Cash Rent Rent Per Leased Sq. Ft. 2018 $ 524 0.50% $ 28.90 $ 1,163 0.97% $ 29.49 2019 7,538 7.25% 29.15 6,103 5.10% 43.05 2020 8,678 8.34% 30.88 8,790 7.35% 51.26 2021 6,511 6.26% 32.23 7,600 6.36% 28.42 2022 14,558 14.00% 32.77 5,954 4.98% 48.12 2023 13,356 12.84% 29.50 10,551 8.82% 49.91 2024 12,363 11.89% 30.03 7,129 5.96% 42.41 2025 8,479 8.15% 33.68 25,259 21.13% 55.33 2026 1,990 1.91% 33.41 4,985 4.17% 35.87 2027 13,949 13.42% 28.91 5,198 4.35% 40.46 Thereafter 16,048 15.44% 42.00 36,830 30.81% 34.75 Total $ 103,994 100.00% $ 119,562 100.00% (a) Excludes leases with an initial term of 12 months or less HowardHughes.com 214.741.7744 14


 
Stabilized Properties Stabilized Properties (Dollars in thousands) Rentable Q3 2018 Q3 2018 Annualized Est. Stabilized Property Location % Ownership Sq. Ft./Units % Occ. % Leased Q3 2018 NOI NOI Office 3 Waterway Square Houston, TX 100 % 232,021 96 % 100 % $ 6,913 $ 6,900 4 Waterway Square Houston, TX 100 % 218,551 100 % 100 % 6,752 6,856 1400 Woodloch Forest Houston, TX 100 % 95,667 92 % 92 % 1,756 1,890 1735 Hughes Landing Boulevard Houston, TX 100 % 318,170 100 % 100 % 7,522 7,696 2201 Lake Woodlands Drive Houston, TX 100 % 24,119 100 % 100 % (60) 410 3831 Technology Forest Houston, TX 100 % 95,078 100 % 100 % 2,333 2,268 9303 New Trails Houston, TX 100 % 97,967 63 % 64 % 1,089 1,800 One Hughes Landing Houston, TX 100 % 197,719 99 % 100 % 6,443 6,240 Two Hughes Landing Houston, TX 100 % 197,714 95 % 95 % 5,994 6,000 10-70 Columbia Corporate Center Columbia, MD 100 % 889,145 93 % 94 % 13,586 14,330 Columbia Office Properties Columbia, MD 100 % 62,038 100 % 100 % 1,343 1,402 One Mall North Columbia, MD 100 % 98,607 92 % 92 % 1,795 1,947 One Summerlin Las Vegas, NV 100 % 206,279 96 % 99 % 5,507 5,700 Total Office 2,733,075 $ 60,973 $ 63,439 Retail 20/25 Waterway Avenue Houston, TX 100 % 50,062 100 % 100 % $ 1,751 $ 2,013 1701 Lake Robbins Houston, TX 100 % 12,376 100 % 100 % 563 400 2000 Woodlands Parkway Houston, TX 100 % 7,900 100 % 100 % 57 217 Creekside Village Green Houston, TX 100 % 74,670 90 % 90 % 2,127 2,097 Hughes Landing Retail Houston, TX 100 % 126,131 99 % 100 % 4,312 4,375 Waterway Garage Retail Houston, TX 100 % 21,513 93 % 100 % 825 800 Columbia Regional Columbia, MD 100 % 89,199 100 % 100 % 2,066 2,200 Ward Village Retail Honolulu, HI 100 % 918,669 93 % 94 % 21,744 21,421 Downtown Summerlin Las Vegas, NV 100 % 823,450 88 % 89 % 20,648 26,300 Outlet Collection at Riverwalk New Orleans, LA 100 % 265,021 97 % 97 % 5,648 6,500 Total Retail 2,388,991 $ 59,741 $ 66,323 HowardHughes.com 214.741.7744 15


 
Stabilized Properties (con't) Stabilized Properties (cont'd) (Dollars in thousands) Rentable Sq. Ft. / Q3 2018 % Annualized Est. Stabilized Property Location % Ownership Units Q3 2018 % Occ. Leased Q3 2018 NOI NOI Residential Millennium Six Pines Apartments Houston, TX 100% 314 95 % 97% $ 3,718 $ 4,500 Millennium Waterway Apartments Houston, TX 100% 393 92 % 96% 2,633 4,600 One Lakes Edge Houston, TX 100% 23,280 / 390 99% / 92% 99% / 95% 6,233 7,500 The Metropolitan Columbia, MD 50% 13,591 / 380 100% / 94% 100% / 96% 2,728 3,500 Constellation Las Vegas, NV 100% 124 97% 97% 2,154 2,200 85 South Street New York, NY 100% 13,000 / 21 100% / 100% 100% / 100% 435 600 Total Residential 49,871 / 1,622 $ 17,901 $ 22,900 Hotel Embassy Suites at Hughes Landing (a) Houston, TX 100% 205 82% 82% $ 5,151 $ 4,500 Total Hotel 205 $ 5,151 $ 4,500 Other Sarofim Equity Investment Houston, TX 20% NA NA NA $ 2,200 $ 2,200 Stewart Title of Montgomery County, TX Houston, TX 50% NA NA NA 1,034 1,034 Woodlands Ground Leases Houston, TX 100% NA NA NA 1,662 1,662 Hockey Ground Lease Las Vegas, NV 100% NA NA NA 470 470 Summerlin Hospital Distribution Las Vegas, NV 100% NA NA NA 3,435 3,435 Other Assets Various 100% NA NA NA (253) (27) Total Other NA $ 8,548 $ 8,774 Total Stabilized $ 152,314 $ 165,936 (a) Hotel property Percentage Occupied is the average for Q3 2018. HowardHughes.com 214.741.7744 16


 
Unstabilized Properties Unstabilized Properties (Dollars in thousands) Annualized % Rentable Sq. Q3 2018 Q3 2018 % Develop. Est. Total Cost Q3 2018 Est. Stabilized Est. Stab. Est. Stab. Project Name Location Ownership Ft. / Units % Occ. (a) Leased (a) Costs Incurred (Excl. Land) NOI NOI (b) Date Yield Office Three Hughes Landing Houston, TX 100% 320,815 63% 68 % $ 75,461 $ 90,162 $ 2,482 $ 7,600 2020 8% 1725 Hughes Landing Houston, TX 100% 331,754 71% 78 % 55,688 74,994 4,776 6,900 2020 9% Lakefront North (c) Houston, TX 100% 257,025 19% 19 % 55,070 77,879 (144) 6,458 2021 8% One Merriweather Columbia, MD 100% 206,588 85% 85 % 72,819 78,187 2,578 5,100 2020 7% Two Merriweather Columbia, MD 100% 124,139 58% 58 % 32,030 40,941 (280) 3,500 2021 9% Total Office 1,240,321 $ 291,068 $ 362,163 $ 9,412 $ 29,558 Retail Lakeland Village Center Houston, TX 100% 83,497 80% 83 % $ 14,183 $ 16,274 $ 1,180 $ 1,700 2019 10% Anaha & Ae`o Retail (d) Honolulu, HI 100% 86,847 81% 92 % — — 922 2,709 2019 n.a. Total Retail 170,344 $ 14,183 $ 16,274 $ 2,102 $ 4,409 Residential m.flats/TEN.M (d) Columbia, MD 50% 28,026 / 437 24% / 67% 24% / 71% $ 53,400 $ 54,673 $ 1,382 $ 4,000 2019 7% Total Residential 28,026/ 437 $ 53,400 $ 54,673 $ 1,382 $ 4,000 Hotel The Woodlands Resort & Conference Center Houston, TX 100% 403 58% 58 % $ 72,360 $ 72,360 $ 11,721 $ 16,500 2020 13% The Westin at The Woodlands Houston, TX 100% 302 77% 77 % 93,443 98,444 7,569 10,500 2020 11% Total Hotel 705 $ 165,803 $ 170,804 $ 19,290 $ 27,000 Other HHC 242 Self-Storage Houston, TX 100% 654 62% 62 % $ 8,216 $ 8,607 $ 156 $ 800 2020 9% HHC 2978 Self-Storage Houston, TX 100% 754 56% 56 % 7,828 8,476 116 800 2020 9% Total Other 1,408 $ 16,044 $ 17,083 $ 272 $ 1,600 Total Unstabilized $ 540,498 $ 620,997 $ 32,458 $ 66,567 (a) With the exception of Hotel properties, Percentage Occupied and Percentage Leased are as of September 30, 2018. Each Hotel property Percentage Occupied is the average for Q3 2018. (b) Company estimates of stabilized NOI are based on current leasing velocity, excluding inflation and organic growth. (c) Lakefront North development costs incurred and estimated total cost are inclusive of acquisition and tenant lease-up costs. (d) Condominium retail Develop. Cost Incurred and Est. Total Costs (Excl. Land) are combined with their respective condominium costs on page 21 of this supplement. HowardHughes.com 214.741.7744 17


 
Under Construction Projects Under Construction Properties Dollars in thousands, except per sq. ft. and unit amounts Owned & Managed % Est. Rentable Percent Pre- Const. Est. Stabilized Develop. Est. Total Cost Stabilized Project Name City, State Ownership Sq. Ft. Leased1 Project Status Start Date Date2 Costs Incurred (Excl. Land) Est. Stabilized NOI NOI Yield Office 110 North Wacker3 Chicago, IL 33% 1,500,000 39% Under construction Q1 2018 2023 15,589 51,428 22,441 8% 100 Fellowship Dr Houston, TX 100% 203,000 100% Under construction Q2 2017 Q4 2019 42,069 63,278 5,100 8% Aristocrat Las Vegas, NV 100% 180,000 100% Under construction Q2 2017 Q1 2019 26,151 46,661 4,100 9% Two Summerlin Las Vegas, NV 100% 145,000 55% Under construction Q2 2017 2020 30,145 49,320 3,500 7% 6100 Merriweather4 Columbia, MD 100% 320,000 47% Under construction Q1 2018 2023 18,315 138,221 9,200 7% Total Office 2,348,000 $ 132,269 $ 348,908 $ 44,341 Retail Seaport - Uplands / Pier 175 New York, NY 100% 449,527 66% Under construction Q4 2013 Q1 2021 476,360 731,000 43,000 - 58,000 6% - 8% Ke Kilohana6 Honolulu, HI 100% 21,900 100% Under construction Q4 2016 2019 — — 1,081 —% Lake Woodlands Crossing Houston, TX 100% 60,300 78% Under construction Q4 2017 Q4 2020 8,523 15,381 1,668 11% Total Retail 531,727 $ 484,883 $ 746,381 $45,749 - 60,749 Other Summerlin Ballpark7 Las Vegas, NV 100% n.a. n.a. Under construction Q1 2018 2019 27,246 114,670 7,000 6% Hughes Landing Daycare Houston, TX 100% n.a. n.a. Under construction Q3 2018 2019 141 2,706 217 8% Total Other n.a. $ 27,387 $ 117,376 $ 7,217 % Est. Number Monthly Est. Const. Est. Stabilized Develop. Est. Total Cost Stabilized Project Name City, State Ownership of Units Rent Per Unit Project Status Start Date Date2 Costs Incurred (Excl. Land) Est. Stabilized NOI NOI Yield Multi-family Columbia Multi-family Columbia, MD 100% 382 $2,053 Under construction Q2 2018 2023 $ 14,426 $ 116,386 $ 9,162 8% Creekside Apartments Houston, TX 100% 292 $1,538 Under construction Q1 2017 Q4 2019 33,212 42,111 3,500 8% Tanager Apartments8 Las Vegas, NV 100% 267 $1,924 Under construction Q1 2018 Q3 2020 15,573 59,276 4,400 7% Two Lakes Edge Houston, TX 100% 386 $2,690 Under construction Q3 2018 2024 2,638 107,706 8,529 8% Bridgeland Apartments Houston, TX 100% 312 $1,686 Under construction Q2 2018 2021 5,529 48,412 3,875 8% Total Multi-family 1,639 $ 71,378 $ 373,891 $ 29,466 Total Under Construction $ 715,917 $ 1,586,556 $126,734 - $141,774 (1) Represents leases signed as of September 30, 2018 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) 110 North Wacker represents our member only. We are not including OH allocations, Development Fees and Leasing Commissions in Costs Incurred and Est. Total Cost (Excl Land). Est. Total Cost (Excl. Land) represents HHC's total cash equity requirement. Development costs incurred represent HHC's equity in the project at September 30, 2018. Stabilized NOI Yield is based on the projected building NOI at stabilization and our percentage ownership of the equity capitalization of the project. It does not include the impact of the partnership distribution waterfall. In Q3 2018, an additional 58,000 rentable square feet were added to 110 North Wacker. This decreased the overall Percent Pre-Leased to 39% from the prior quarter's 42%, however there has been no decrease in the actual square footage pre-leased. (4) Three Merriweather was renamed to 6100 Merriweather in Q3 2018. (5) 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 $54 million. (6) Condominium retail Develop. Cost Incurred and Est. Total Costs (Excl. Land) are combined with their respective condominium costs on page 21 of this supplement. (7) Est. Total Cost (Excl. Land) and Stabilized NOI Yield are exclusive of $27 million of costs to acquire the franchise. (8) Downtown Summerlin Apartments was renamed to Tanager Apartments in Q3 2018. HowardHughes.com 214.741.7744 18


 
Acquisition / Disposition Activity Acquisition / Disposition Activity In thousands, except rentable SF / Units / Acres 3Q 2018 Acquisitions Rentable Date Acquired Property % Ownership Location Sq. Ft. / Units / Acres Acquisition Price 9/7/2018 Lakefront North 100% Houston, TX 257,025 sq ft / 12.9 acres $ 53,000 3Q 2018 Dispositions Rentable Date Sold Property % Ownership Location Sq. Ft. / Units / Acres Sale Price No disposition activity in Q3 2018 HowardHughes.com 214.741.7744 19


 
Master Planned Community Land Master Planned Community Land The Woodlands The Woodlands Hills Bridgeland Summerlin Maryland Total (Dollars in thousands) Q3 2018 Q3 2017 Q3 2018 Q3 2017 Q3 2018 Q3 2017 Q3 2018 Q3 2017 Q3 2018 Q3 2017 Q3 2018 Q3 2017 Revenues: Residential land sale revenues $ 7,205 $ 7,493 $ 1,688 $ — $ 16,035 $ 6,458 $ 101,313 $ 38,521 $ — $ — $ 126,241 $ 52,472 Commercial land sale revenues 1,362 — — — 127 2,234 — 199 — — 1,489 2,433 Builder price participation 39 125 — — 225 49 8,421 5,298 — — 8,685 5,472 Other land sale revenues 1,893 1,738 10 7 1,055 162 3,349 2,231 413 413 6,720 4,551 Total revenues $ 10,499 $ 9,356 $ 1,698 $ 7 $ 17,442 $ 8,903 $ 113,083 $ 46,249 $ 413 $ 413 $ 143,135 $ 64,928 Expenses: Cost of sales - residential land $ (3,426) $ (3,722) $ (753) $ — $ (5,758) $ (2,187) $ (45,787) $ (22,373) $ — $ — $ (55,724) $ (28,282) Cost of sales - commercial land (1,426) — — — (32) (647) — (113) — — (1,458) (760) Real estate taxes (1,395) (1,493) (82) (24) (625) (582) (989) 1,671 (134) (154) (3,225) (582) Land sales operations (4,457) (3,366) (1,216) (239) (1,296) (1,203) (2,193) (2,241) (668) (549) (9,830) (7,598) Depreciation and amortization (34) (30) — — (37) (19) (8) (24) — (1) (79) (74) Total Expenses $(10,738) $ (8,611) $ (2,051) $ (263) $ (7,748) $ (4,638) $ (48,977) $ (23,080) $ (802) $ (704) $ (70,316) $ (37,296) Net interest capitalized (expense) (1,182) (1,092) 223 133 3,315 2,698 4,270 4,617 — — 6,626 6,356 Other income, net 18 — — — — — — — — — 18 — Equity in earnings from real estate affiliates — — — — — — 9,454 6,480 — — 9,454 6,480 EBT $ (1,403) $ (347) $ (130) $ (123) $ 13,009 $ 6,963 $ 77,830 $ 34,266 $ (389) $ (291) $ 88,917 $ 40,468 Key Performance Metrics: Residential Total acres closed in current period 13.3 11.1 5.6 — 42.4 17.5 160.8 57.7 NM NM Price per acre achieved $542 $675 $301 NM $378 $369 $572 $546 NM NM Avg. gross margins 52.0 % 50.0% 55.0% NM 64.0% 66.0% 55.0% 42.0% NM NM Commercial Total acres closed in current period 1.6(d) — — — — — — — — — Price per acre achieved $851 NM NM NM NM NM NM NM NM NM Avg. gross margins (5.0)% NM NM NM 75.0% 71.0% NM 39.0% NM NM Avg. combined before-tax net margins 43.0 % 50.0% 55.0% NM 64.0% 67.0% 55.0% 42.0% NM NM Key Valuation Metrics Woodlands The Woodlands Hills Bridgeland Summerlin Maryland Remaining saleable acres Residential 184 1,399 2,345 3,324 — Commercial 762 171 1,533 793 97 (a) Projected est. % superpads / lot size —% / — —% / — —% / — 88% / 0.25 ac NM Projected est. % single-family detached lots / lot size 66% / 0.30 87% / 0.29 ac 89% / 0.16 ac —% / — NM Projected est. % single-family attached lots / lot size 34% / 0.09 13% / 0.13 ac 10% / 0.12 ac —% / — NM Projected est. % custom homes / lot size —% / — —% / — 1% / 1.00 ac 12% / 0.45 ac NM Estimated builder sale velocity (blended total - TTM) (b) 33 — 50 113 NM Gross margin range (GAAP), net of MUDs (c) 43.0% 55.0% 64.0% 55.0% NM Projected gross margin range (Cash), net of MUDs (c) 99.4% 85.9% 75.4% 75.4% NM Residential sellout / Commercial buildout date estimate Residential 2023 2029 2034 2039 — Commercial 2026 2028 2045 2039 2021 (a) Does not include 31 commercial acres held in the Strategic Development segment in Downtown Columbia. (b) Represents the average monthly builder homes sold over the last twelve months ended September 30, 2018. (c) 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 capitalized overhead, taxes and interest. (d) The 1.6 acre commercial site sold in Q3 2018 was reacquired in 2014 at market value as the original purchaser did not proceed with construction. Our cost basis plus holding costs slightly exceeded the Q3 2018 sale price. NM - Not meaningful. HowardHughes.com 214.741.7744 20


 
Ward Village Condominiums Ward Village Condominiums Waiea (a) Anaha (b) Ae'o Ke Kilohana (c) Total Key Metrics Type of building Ultra-Luxury Luxury Upscale Workforce Number of units 174 317 465 423 1,379 Avg. unit Sq. Ft. 2,174 1,417 834 696 1,095 Condo Sq. Ft. 378,238 449,205 388,039 294,273 1,509,755 Street retail Sq. Ft. 8,200 16,100 68,300 21,900 114,500 Stabilized retail NOI ($ in thousands) $453 $1,152 $1,557 $1,081 $4,243 Stabilization year 2017 2019 2019 2020 Development progress Status Opened Opened Under Construction Under Construction Start date 2Q14 4Q14 1Q16 4Q16 Completion date (actual or est.) Complete Complete 4Q18 2Q19 Total development cost ($m) $442.3 $401.3 $428.5 $218.9 $1,491.0 Cost-to-date ($m) $399.1 $385.9 $365.1 $146.1 $1,296.2 Remaining to be funded ($m) $43.2 $15.4 $63.4 $72.8 $194.8 Financial Summary (Dollars in thousands, except per sq. ft.) Units closed (through Q3 2018) 164 313 — — 477 Units under contract (through Q3 2018) 3 1 465 395 864 Total % of units closed or under contract 96.0% 99.1% 100.0% 93.4% 97.2% Units Closed (current quarter) 2 — — — 2 Units under contract (current quarter) — 1 1 — 2 Square footage closed or under contract (total) 347,082 434,157 388,039 264,488 1,433,766 Total % square footage closed or under contract 91.8% 96.7% 100.0% 89.9% 95.0% Target condo profit margin at completion (excl. land cost) — — — — ~30% Total cash received (closings & deposits) — — — — $1,284,319 Total GAAP revenue recognized — — — — $1,114,168 Expected avg. price per sq. ft. $1,900 - $1,950 $1,100 - $1,150 $1,300 - $1,350 (d) $700 - $750 $1,300 - $1,325 Expected construction costs per retail sq. ft. — — — — ~$1,100 Deposit Reconciliation (in thousands) Deposits from sales commitment Spent towards construction $117,916 $80,268 $68,241 $20,853 $287,278 Held for future use (e) $410 $3,376 $74,868 $1,251 $79,905 Total deposits from sales commitment $118,326 $83,644 $143,109 $22,104 $367,183 (a) We began delivering units at Waiea in November 2016. As of September 30, 2018, we have closed on 164 units. We have three under contract, and seven units remain to be sold. (b) We began delivering units at Anaha in October 2017. As of September 30, 2018, we have closed on 313 units. We have one unit under contract, and three units remain to be sold. (c) Ke Kilohana consists of 375 workforce units and 49 market rate units. As of September 30, 2018, we have entered into contracts for 395 of the units. (d) Pricing at Ae'o has benefited from the continued strong demand at Ward Village. (e) Total deposits held for future use are shown in Restricted cash on the balance sheet. HowardHughes.com 214.741.7744 21


 
Other Assets Other Assets Property Name City, State % Own Acres Notes Planned Future Development 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. 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. Cottonwood Mall Holladay, UT 100% 54 Under contract to sell in separate parcels. First closing expected in 2019. Circle T Ranch and Power Center Westlake, TX 50% 207 50/50 joint venture with Hillwood Development Company. In 2016, HHC sold 72 acres to an affiliate of Charles Schwab Corporation. West Windsor West Windsor, NJ 100% 658 Zoned for approximately 6 million square feet of commercial uses. Monarch City (formerly known as Allen, TX 100% 238 Located 27 miles north of Downtown Dallas. Agricultural property tax exemptions are in AllenTowne) place for most of the property, which reduces carrying costs. Bridges at Mint Hill Charlotte, NC 91% 210 Zoned for approximately 1.3 million square feet of commercial uses. Maui Ranch Land Maui, HI 100% 20 Two, non-adjacent, ten-acre parcels zoned for native vegetation. Fashion Show Air Rights Las Vegas, NV 80% N/A Air rights above the Fashion Show Mall located on the Las Vegas Strip. 250 Water Street New York, NY 100% 1 The one-acre site is situated at the entrance of the Seaport district. While the Company is in the initial planning stages for this strategic site, it will continue to be used as a parking lot. Sterrett Place Columbia, MD 100% 3 In November 2017, we acquired the note secured by the land and improvements for a purchase price of $5.3M. In 2018, we foreclosed on the property, resulting in the acquisition of the land and improvements. American City Building Columbia, MD 100% 3 On December 20, 2016, we acquired the American City Building, a 117,098 square foot building in Columbia, Maryland, for $13.5 million. We are in the process of formulating redevelopment plans for this property. HowardHughes.com 214.741.7744 22


 
Debt Summary Debt Summary September 30, December 31, (In thousands) 2018 2017 Fixed-rate debt: Unsecured 5.375% Senior Notes due 2025 $ 1,000,000 $ 1,000,000 Secured mortgages, notes and loans payable 635,637 499,299 Special Improvement District bonds 16,058 27,576 Variable-rate debt: Mortgages, notes and loans payable, excluding condominium financing (a) 1,411,931 1,317,311 Condominium financing (a) 232,860 33,603 Mortgages, notes and loans payable 3,296,486 2,877,789 Unamortized bond issuance costs (6,301) (6,898) Deferred financing costs, net (28,975) (12,946) Total consolidated mortgages, notes and loans payable 3,261,210 2,857,945 Total unconsolidated mortgages, notes and loans payable at pro-rata share 94,856 84,983 Total Debt $ 3,356,066 $ 2,942,928 Net Debt on a Segment Basis, at share as of September 30, 2018 (In thousands) Master Planned Operating Strategic Non- Segment Segment Basis (b) Communities Assets Developments Segment Totals Amounts Total Mortgages, notes and loans payable, excluding condominium financing (a) $ 229,934 $ 1,674,875 $ 214,582 $ 2,119,391 $ 1,003,814 $ 3,123,205 Condominium financing (a) — — 232,860 232,860 — 232,860 Less: cash and cash equivalents (b) (111,704) (91,095) (76,274) (279,074) (239,878) (518,952) Special Improvement District receivables (23,747) — — (23,747) — (23,747) Municipal Utility District receivables (237,567) — — (237,567) — (237,567) TIF receivable — — (6,048) (6,048) — (6,048) Net Debt $ (143,084) $ 1,583,780 $ 365,120 $ 1,805,816 $ 763,936 2,569,752 Consolidated Debt Maturities and Contractual Obligations by Extended Maturity Date as of September 30, 2018 (c) Remaining (In thousands) in 2018 2019 2020 2021 2022 2023 Thereafter Total Mortgages, notes and loans payable $ 57,418 $ 92,700 $ 277,397 $ 582,878 $ 207,312 $ 673,880 $ 1,391,597 $ 3,281,996 Interest Payments 41,371 161,344 151,204 129,272 108,276 90,345 155,635 847,631 Ground lease and other leasing commitments 2,024 8,119 8,259 8,097 7,430 40,673 306,944 348,058 Total consolidated debt maturities and contractual obligations $ 100,813 $ 262,163 $ 436,860 $ 720,247 $ 323,018 $ 804,898 $ 1,854,176 $ 4,477,685 (a) $654.0 million and $428.3 million of variable‑rate debt has been swapped to a fixed-rate for the term of the related debt as of September 30, 2018 and December 31, 2017, respectively. (b) Each segment includes our share of related cash and debt balances for all joint ventures included in Investments in Real Estate and Other Affiliates. (c) Mortgages, notes and loans payable and condominium financing are presented based on extended maturity date. Extension periods generally may 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 if we do not meet the requirements to exercise the extension option. HowardHughes.com 214.741.7744 23


 
Property-Level Debt Property-Level Debt (Dollars in thousands) Q3 2018 Principal Asset Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Master Planned Communities The Woodlands Master Credit Facility $ 150,000 L+275 Floating/Cap 5.00% Apr-20 / Apr-21 Bridgeland Credit Facility 65,000 L+315 Floating 5.55% Nov-20 / Nov-22 215,000 Operating Assets Outlet Collection at Riverwalk 52,388 L+275 Floating 5.01% Oct-17 / Oct-18 250 Water Street 128,231 0%, 6.00% Fixed —% Dec-18 / Jun-20 Three Hughes Landing 51,526 L+260 Floating 4.86% Dec-18 / Dec-20 The Woodlands Resort & Conference Center 62,500 L+325 Floating 5.51% Dec-18 / Dec-20 Downtown Summerlin 268,609 L+215 Floating 4.41% Sep-20 / Sep-21 Two Merriweather 23,803 L+250 Floating 4.76% Oct-20 / Oct-21 HHC 242 Self-Storage 6,506 L+260 Floating 4.86% Oct-19 / Oct-21 HHC 2978 Self-Storage 5,943 L+260 Floating 4.86% Jan-20 / Jan-22 20/25 Waterway Avenue 13,459 4.79% Fixed 4.79% May-22 Millennium Waterway Apartments 54,341 3.75% Fixed 3.75% Jun-22 Aristocrat 11,247 P + 40 Floating 5.29% Oct-22 Two Summerlin 6,717 P + 40 Floating 5.29% Oct-22 Lake Woodlands Crossing Retail 8,427 L+180 Floating 4.06% Jan-23 Corporate Credit Facility 615,000 L+165 Floating/Swap (b) 4.61% Sep-23 9303 New Trails 11,710 4.88% Fixed 4.88% Dec-23 4 Waterway Square 34,292 4.88% Fixed 4.88% Dec-23 3831 Technology Forest Drive 21,678 4.50% Fixed 4.50% Mar-26 Kewalo Basin Harbor 1,297 L+275 Floating 5.01% Sep-27 Millennium Six Pines Apartments 42,500 3.39% Fixed 3.39% Aug-28 3 Waterway Square 49,346 3.94% Fixed 3.94% Aug-28 One Hughes Landing 52,000 4.30% Fixed 4.30% Dec-29 Two Hughes Landing 48,000 4.20% Fixed 4.20% Dec-30 One Lakes Edge 69,440 4.50% Fixed 4.50% Mar-29 / Mar-31 Constellation Apartments 24,200 4.07% Fixed 4.07% Jan-33 Hughes Landing Retail 35,000 3.50% Fixed 3.50% Dec-36 Columbia Regional Building 25,000 4.48% Fixed 4.48% Feb-37 $ 1,723,160 HowardHughes.com 214.741.7744 24


 
Property-Level Debt (con't) (Dollars in thousands) Q3 2018 Principal Asset Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Strategic Developments Ke Kilohana $ 69,393 L+325 Floating 5.51% Dec-19 / Dec-20 Ae'o 163,467 L+400 Floating/Cap 6.26% Dec-19 / Dec-21 100 Fellowship Drive 31,908 L+150 Floating 3.76% May-22 Aristocrat 4,501 P+40 Floating 5.29% Oct-22 Two Summerlin 7,575 P+40 Floating 5.29% Oct-22 Bridgeland Apartments — L+225 Floating 4.51% Jul-22 / Jul-23 110 North Wacker 38,981 L+300 Floating/Collar 5.26% Apr-22 / Apr-24 6100 Merriweather (c) — L+275 Floating 5.01% Sep-22 / Sep-24 Columbia Multifamily (c) — L+275 Floating 5.01% Sep-22 / Sep-24 Tanager Apartments (d) — L+225 Floating 4.05% Oct-21 / Oct-24 Summerlin Ballpark 13,514 4.92% Fixed 4.92% Dec-39 329,339 Total (e) $ 2,267,499 (a) Extended maturity assumes all extension options are exercised if available based on property performance. (b) The credit facility bears interest at one-month LIBOR plus 1.65%, but the $615.0 million term loan is swapped to an overall rate equal to 4.61%. The following properties are included as collateral for the credit facility: 10-70 Columbia Corporate Centers, One Mall North, One Merriweather, 1701 Lake Robbins, 1725-1735 Hughes Landing Boulevard, Creekside Village, Lakeland Village, Embassy Suites at Hughes Landing, The Westin at The Woodlands and certain properties at Ward Village. (c) Formerly known as Three Merriweather. (d) Formerly known as Downtown Summerlin Apartments. (e) Excludes JV debt, Corporate level debt, and SID bond debt related to Summerlin MPC & Retail. HowardHughes.com 214.741.7744 25


 
Summary of Ground Leases Summary of Ground Leases Minimum Contractual Ground Lease Payments (dollars in thousands) Future Cash Payments Pro-Rata Three months ended Remaining Year Ending December 31, Ground Leased Asset Share Expiration Date September 30, 2018 2018 2019 Thereafter Total Riverwalk (a) 100% 2045-2046 $ 576 $ 564 $ 2,131 $ 57,455 $ 60,150 Seaport 100% 2031 (b) 403 403 1,636 204,078 206,117 Kewalo Basin Harbor 100% 2049 75 75 300 8,900 9,275 $ 1,054 $ 1,042 $ 4,067 $ 270,433 $ 275,542 (a) Includes base ground rent, deferred ground rent and 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. HowardHughes.com 214.741.7744 26


 
Definitions Definitions Under Construction - Projects in the Strategic Developments segment for which construction has commenced as of September 30, 2018, unless otherwise noted. This excludes MPC and condominium development. Unstabilized - Properties in the Operating Assets segment that have been in service for less than 36 months and do not exceed 90% occupancy. Stabilized - Properties in the Operating Assets segment that have been in service for more than 36 months or have reached 90% occupancy, whichever occurs first. If an office, retail or multifamily property has been in service for more than 36 months but does not exceed 90% occupancy, 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. HowardHughes.com 214.741.7744 27


 
Reconciliation of Non-GAAP Measures Reconciliation of Non-GAAP Measures Reconciliation of Operating Assets segment EBT to Total NOI: (In thousands) Q3 2018 Q2 2018 Q1 2018 Q4 2017 Q3 2017 YTD Q3 2018 YTD Q3 2017 Total Operating Assets segment EBT (a) $ (9,415) $ 4,715 $ 7,269 $ (11,834) $ (12,061) $ 2,569 $ (11,829) Depreciation and amortization 28,329 25,688 25,173 33,503 33,885 79,190 88,918 Interest expense (income), net 18,891 17,308 16,687 15,580 15,940 52,886 46,004 Equity in earnings (loss) from real estate and other affiliates 529 1,001 (2,586) 472 (317) (1,056) (3,739) Straight-line rent revenue (3,632) (2,867) (3,052) (2,801) (1,421) (9,551) (5,198) Other 3,098 (324) 46 492 290 2,820 348 Total Operating Assets NOI - Consolidated 37,800 45,521 43,537 35,412 36,316 126,858 114,504 Dispositions Cottonwood Square — — — (250) (165) — — Park West — — — (1) 8 — (61) Total Operating Asset Dispositions NOI — — — (251) (157) — (61) Consolidated Operating Assets NOI excluding properties sold or in redevelopment 37,800 45,521 43,537 35,161 36,159 126,858 114,443 Company's Share NOI - Equity investees 891 664 575 1,084 1,186 2,130 3,315 Distributions from Summerlin Hospital Investment — — 3,435 — — 3,435 3,383 Total NOI $ 38,691 $ 46,185 $ 47,547 $ 36,245 $ 37,345 $ 132,423 $ 121,141 (a) EBT excludes corporate expenses and other items that are not allocable to the segments. Prior periods have been adjusted to be consistent with fiscal 2018 presentation. HowardHughes.com 214.741.7744 28


 
Reconciliation of Non-GAAP Measures (con't) Reconciliations of Non-GAAP Measures Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2018 2017 2018 2017 Total residential land sales closed in period $ 116,973 $ 45,467 $ 204,812 $ 133,258 Total commercial land sales closed in period 1,362 — 2,760 4,299 Net recognized (deferred) revenue: Bridgeland 127 2,234 131 7,356 Summerlin 1,345 3,166 5,232 22,333 Total net recognized (deferred) revenue 1,472 5,400 5,363 29,689 Special Improvement District bond revenue 7,923 4,039 13,789 10,285 Total land sales revenue - GAAP basis $ 127,730 $ 54,906 $ 226,724 $ 177,531 Total MPC segment revenue - GAAP basis $ 143,135 $ 64,929 $ 261,665 $ 211,711 Reconciliation of MPC segment EBT to MPC Net Contribution: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2018 2017 2018 2017 MPC segment EBT $ 88,917 $ 40,465 $ 172,338 $ 137,747 Plus: Cost of sales - land 57,183 29,043 109,609 88,288 Depreciation and amortization 79 76 245 247 MUD and SID bonds collections, net (347) 1,643 (5,351) 1,961 Less: MPC development expenditures (45,444) (45,772) (136,705) (136,745) MPC land acquisitions (1,010) — (3,565) (1,415) Equity in earnings in Real Estate and Other Affiliates (8,529) (6,480) (31,012) (21,552) MPC Net Contribution $ 90,849 $ 18,975 $ 105,559 $ 68,531 Reconciliation of Segment EBTs to Net Income Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2018 2017 2018 2017 MPC segment EBT $ 88,917 $ 40,465 $ 172,338 $ 137,747 Operating Assets segment EBT (9,415) (12,061) 2,569 (11,829) Strategic Developments segment EBT (3,196) 31,188 1,562 129,667 Corporate and other items (44,973) (43,229) (151,041) (204,444) Income before taxes 31,333 16,363 25,428 51,141 Provision for income taxes (7,487) (5,846) (5,628) (31,846) Net income 23,846 10,517 19,800 19,295 Net loss attributable to noncontrolling interests (482) (12) (51) (12) Net income attributable to common stockholders $ 23,364 $ 10,505 $ 19,749 $ 19,283 HowardHughes.com 214.741.7744 29


 
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