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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): February 27, 2019
 

 
THE HOWARD HUGHES CORPORATION
(Exact name of registrant as specified in its charter)
 

 
Delaware
 (State or other jurisdiction
of incorporation)
 
001-34856
 (Commission File Number)
 
36-4673192
 (I.R.S. Employer
Identification No.)
 
One Galleria Tower
13355 Noel Road, 22nd Floor
Dallas, Texas  75240
(Address of principal executive offices)
 
Registrant’s telephone number, including area code:  (214) 741-7744
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o






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

Item 2.02                                           Results of Operations and Financial Condition
 
On February 27, 2019, The Howard Hughes Corporation (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter ended December 31, 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 February 27, 2019, the Company issued supplemental information for the fourth quarter ended December 31, 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:  February 27, 2019



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1

396906116_hhclogoa04.gif
PRESS RELEASE
Contact Information:
David R. O’Reilly
Chief Financial Officer
(214) 741-7744    
[email protected]

The Howard Hughes Corporation® Reports Full Year and Fourth Quarter 2018 Results
Strongest MPC residential land sales in the Company's history accompanied by growth in NOI and exceptional condominium sales

Dallas, TX, February 27, 2019The Howard Hughes Corporation ® (NYSE: HHC) (the “Company”) announced today operating results for the year and fourth quarter ended December 31, 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.

Full Year Highlights

Net income attributable to common stockholders decreased to $57.0 million, or $1.32 per diluted share, for the year ended December 31, 2018, compared to $168.4 million, or $3.91 per diluted share, for the year ended December 31, 2017. This decrease was largely attributable to the required adoption of new revenue recognition guidance on January 1, 2018, which mandated a change in the timing of revenue recognition for our condominiums, making the comparison between the years less meaningful. Also, several one-time events that occurred in 2017, such as the benefit from the tax law change, also impacted the comparability. Additional details are available in the Financial Results section below.
Recorded strongest annual residential land sales in the Company's history of approximately 456 acres in 2018 compared to 350 acres in 2017, a 30.5% increase, with the strongest performance at Summerlin.
MPC segment earnings before tax ("EBT") increased by $12.6 million, or approximately 6.6%, to $203.0 million for the year ended December 31, 2018.
Substantial growth in total net operating income ("NOI") from operating assets of $20.8 million, or approximately 13.1%, for the year ended December 31, 2018 over the prior year when including our share of NOI from equity investments and excluding the Seaport District, which is non-stabilized with a number of new businesses incurring pre-opening expenses, and assets sold or in redevelopment.
Contracted to sell 668 condominiums at Ward Village in the year ended December 31, 2018, compared to 191 in 2017, including 600 at ‘A‘ali‘i, our building that began public sales in January 2018. ‘A‘ali‘i, which broke ground on October 15, 2018, was 80.0% presold as of December 31, 2018.
Subsequent to the end of the quarter in January 2019, launched public pre-sales of our newest 565-unit mixed-use condominium project and, as of February 22, 2019, have entered into bound contracts for 252 units, or 44.6%, of the total units.
Continued the conversion of our commercial land into vibrant, income producing operating assets by commencing the construction of 110 North Wacker, Las Vegas Ballpark, Creekside Park West and multifamily projects at Bridgeland, The Woodlands and Columbia.

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As a result of the aforementioned construction starts as well as the acquisition of Lakefront North, we increased our projected annual stabilized NOI target from $255.1 million as of December 31, 2017 to $317.8 million as of December 31, 2018.
Continued strong leasing activity at 110 North Wacker and, as of February 22, 2019, the building is approximately 45% pre-leased with substantial interest in the remaining vacant space. We expect the building to be completed in the fourth quarter of 2020.
At the Seaport District, celebrated the openings of ESPN, 10 Corso Como, Mr. C Seaport, SJP by Sarah Jessica Parker, By Chloe, Cynthia Rowley and Roberto Cavalli; signed a lease with Nike; and sold out 18 of 23 concerts for the Summer Concert Series on The Rooftop at Pier 17®, which was named "Best New Concert Venue" in North America for 2018 at the recent 30th Annual Pollstar Awards.
Opened our Pier 17 rooftop restaurant, R17, and the Pier 17 Winterland, which includes New York’s only open-air rooftop ice skating rink, a bar with stunning views and an event space that can hold well over 500 people.

Highlights of our results for the years and three months ended December 31, 2018 and 2017 are summarized below. We are primarily focused on creating shareholder value by increasing our per share net asset value. Often, our long term value creation goals can cause short term volatility in our net income due to the timing of MPC land sales, recognition of condominium revenue and operating business pre-opening expenses and, as such, we believe the following metrics are most useful to track our progress towards net asset value creation.

 
Year Ended December 31,
 
 
 
 
 
Three Months Ended December 31,
 
 
 
 
($ in thousands)
2018
 
2017
 
Change
 
% Change
 
2018
 
2017
 
Change
 
% Change
MPC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acres Sold - Residential
456.2

 
349.6

 
107

 
30.5
 %
 
72.3

 
102.6

 
(30
)
 
(29.5
)%
Price Per Acre - Residential
$
515

 
$
541

 
$
(26
)
 
(4.8
)%
 
$
418

 
$
543

 
$
(125
)
 
(23.0
)%
MPC EBT
$
202,955

 
$
190,351

 
$
12,604

 
6.6
 %
 
$
30,617

 
$
52,604

 
$
(21,987
)
 
(41.8
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office NOI
$
67,571

 
$
61,194

 
$
6,377

 
10.4
 %
 
$
17,376

 
$
14,508

 
$
2,868

 
19.8
 %
Retail NOI
61,994

 
55,095

 
6,899

 
12.5
 %
 
14,769

 
12,784

 
1,985

 
15.5
 %
Multifamily NOI
16,721

 
12,320

 
4,401

 
35.7
 %
 
4,456

 
3,752

 
704

 
18.8
 %
Hospitality NOI
25,266

 
19,745

 
5,521

 
28.0
 %
 
4,830

 
4,006

 
824

 
20.6
 %
Other NOI
323

 
2,324

 
(2,001
)
 
(86.1
)%
 
1,246

 
71

 
1,175

 
NM

Company's share NOI (a)
7,383

 
7,784

 
(401
)
 
(5.1
)%
 
1,818

 
1,084

 
734

 
67.7
 %
Total NOI excluding Seaport (b)
$
179,259

 
$
158,462

 
$
20,797

 
13.1
 %
 
$
44,495

 
$
36,205

 
$
8,290

 
22.9
 %
Seaport NOI (c)
(5,985
)
 
(1,452
)
 
(4,533
)
 
(312.2
)%
 
(3,645
)
 
40

 
(3,685
)
 
NM

Total NOI (b)
$
173,273

 
$
157,010

 
$
16,263

 
10.4
 %
 
$
40,850

 
$
36,245

 
$
4,605

 
12.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Strategic Developments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condominium units contracted to sell
668
 
191

 
477

 
249.7
 %
 
54

 
66

 
(12
)
 
(18.2
)%
Projected stabilized NOI (in millions)
$
317.8

 
$
255.1

 
$
62.7

 
24.6
 %
 
 
 
 
 
 
 
 
 
(a)
Includes Company's share of NOI from non-consolidated assets
(b)
Excludes properties sold or in redevelopment
(c)
See Business Segment Operating Results - Operating Assets section for more details

"2018 was an outstanding year for HHC across the business as our results demonstrated the ongoing success of our portfolio. Our MPC segment had a record year and generated the highest residential land sales in the Company's history. In Honolulu, we continued our momentum at Ward Village by delivering Ae‘o, which is almost entirely sold out, and closing on over half of the homes in the building. We also began construction on ‘A‘ali‘i, which was approximately 80% pre-sold at year end and whose homes will feature innovative design and a turn key living solution that does not exist

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anywhere in the market. The activity in our Strategic Developments segment was accompanied by continued NOI growth in our Operating Assets segment due to increased occupancy, and we increased our projected annual stabilized NOI target by 25% over the prior year to approximately $318 million," said David R. Weinreb, Chief Executive Officer.

Financial Results

Net income attributable to common stockholders decreased to $57.0 million, or $1.32 per diluted share, for the year ended December 31, 2018, compared to $168.4 million, or $3.91 per diluted share, for the year ended December 31, 2017. The decrease was 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 robust pre-sales and units sold while construction is underway. See the Business Segment Operating Results - Strategic Developments section below for additional information regarding the strong condominium sales this year. As a result of this change, total revenues for the year ended December 31, 2018 were $1.1 billion, a decrease of $35.6 million compared to 2017. The reduction in revenue from this accounting change was partially offset by increased land sales in our MPC segment, which experienced the highest residential land sales in the Company's history, and increases in minimum rents and other rental and property revenues as a result of increased occupancy. In addition to the decrease in revenue, largely as a result of the previously mentioned change in accounting methodology, 2017 benefited from several non-recurring items, including the tax act of 2017 and the sale of certain assets, both of which had a one-time positive impact on 2017 earnings and impact the comparability to 2018.

Net income attributable to common stockholders decreased to $37.3 million, or $0.86 per diluted share, for the three months ended December 31, 2018, as compared to $149.1 million, or $3.46 per diluted share, for the three months ended December 31, 2017 despite an increase in revenue of $163.7 million to $464.7 million primarily due to closings at Ae‘o which began in the fourth quarter of 2018. We closed on 299 units of the total 465 units in December 2018. The decrease in net income attributable to common stockholders in the three months ended December 31, 2018 compared to the same period in 2017 was primarily driven by a decrease in MPC land sales for the quarter ended December 31, 2018, decreases in gains on sales of properties and gains on acquisition of joint venture partner's interest, as well as the benefit for income taxes in the fourth quarter of 2017 as a result of the tax act that did not recur in 2018.

These factors also impacted our FFO, Core FFO and Adjusted FFO ("AFFO") discussed below.
 
 
Year Ended December 31,
 
 
Three Months Ended December 31,
(In thousands, except per share amounts)
 
2018
 
2017
 
 
2018
 
2017
Net income attributable to common stockholders
 
$
57,012

 
$
168,404

 
 
$
37,261

 
$
149,121

Basic income per share
 
$
1.32

 
$
4.07

 
 
$
0.87

 
$
3.48

Diluted income per share
 
$
1.32

 
$
3.91

 
 
$
0.86

 
$
3.46

 
 
 
 
 
 
 
 
 
 
Funds from operations ("FFO")
 
$
180,549

 
$
260,278

 
 
$
74,791

 
$
168,033

FFO per weighted average diluted share
 
$
4.18

 
$
6.04

 
 
$
1.73

 
$
3.90

 
 
 
 
 
 
 
 
 
 
Core FFO
 
$
251,569

 
$
297,980

 
 
$
100,501

 
$
75,437

Core FFO per weighted average diluted share
 
$
5.82

 
$
6.92

 
 
$
2.32

 
$
1.75

 
 
 
 
 
 
 
 
 
 
AFFO
 
$
233,702

 
$
279,182

 
 
$
95,012

 
$
68,822

AFFO per weighted average diluted share
 
$
5.41

 
$
6.48

 
 
$
2.20

 
$
1.60


FFO, Core FFO and AFFO for the year and three months ended December 31, 2018 were impacted by a decrease in Condominium rights and unit sales, net as a result of the required adoption of new revenue recognition guidance on

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January 1, 2018, which mandated a change in the timing of revenue recognition for condominiums, making the comparison between the years less meaningful.

FFO decreased to $180.5 million for the year ended December 31, 2018, compared to $260.3 million for the year ended December 31, 2017. This decrease was largely attributable to the decrease in Condominium rights and unit sales, net and an increase in Demolition costs and Development-related marketing costs primarily related to 110 North Wacker and the Seaport District. FFO decreased to $74.8 million for the three months ended December 31, 2018, compared to $168.0 million for the three months ended December 31, 2017. While the fourth quarter included an increase in Condominium rights and unit sales, net as revenue and expense related to Ae’o was recognized as units closed in the fourth quarter of 2018, the overall decrease in FFO was largely driven by several one-time items in 2017 that did not recur in 2018 including the 2017 Benefit for income taxes and Gain on acquisition of joint venture partner’s interest.

Core FFO decreased to $251.6 million for the year ended December 31, 2018, compared to $298.0 million for the year ended December 31, 2017. This decrease was also largely attributable to the decrease in Condominium rights and unit sales, net. Core FFO increased to $100.5 million for the three months ended December 31, 2018, compared to $75.4 million for the three months ended December 31, 2017. This increase was largely attributable to an increase in Condominium rights and unit sales, net as revenue and expense related to Ae’o was recognized as units closed in the fourth quarter of 2018.

AFFO decreased to $233.7 million for the year ended December 31, 2018, compared to $279.2 million for the year ended December 31, 2017. This decrease was largely attributable to the decrease in Condominium rights and unit sales, net and was partially offset by a decrease in tenant and capital improvements as the assets continue to stabilize. AFFO increased to $95.0 million for the three months ended December 31, 2018, compared to $68.8 million for the three months ended December 31, 2017. This increase was again, largely attributable to an increase in Condominium rights and unit sales, net as revenue and expense related to Ae’o was recognized as units closed in the fourth quarter of 2018 and a decrease in tenant and capital improvements as the assets continue to stabilize. 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 representation of our overall performance.

Business Segment Operating Results

Master Planned Communities

Land sales performance in 2018 was very strong with growth in total acres sold and price per acre resulting in the strongest residential land sales in the Company's history. 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 year and three months ended December 31, 2018, our MPC segment EBT was $203.0 million and $30.6 million compared to $190.4 million and $52.6 million during the same periods of 2017, an increase of 6.6% and decrease of 41.8%, respectively. The primary drivers of these changes are discussed below.

The increase in EBT for the year ended December 31, 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 202 acres in the same period last year. We achieved a residential price per acre of $566,000 in 2018, compared to $547,000 in the prior year at Summerlin. In addition, there were 620 single-family lot sales in Bridgeland compared to 391 single-family lot sales in the same period last year, an increase of 58.6%, and we achieved a price per acre of $385,000, compared to $377,000 in the prior year. There were 146 single-family lot sales in The Woodlands Hills compared to 18 in the same period last year, and we achieved a price per acre of $274,000. These increases were partially offset by no commercial land sales in Columbia this year as opposed to 2017 when we sold 11.3 acres for $956,000 per acre.

For the three months ended December 31, 2018, the decrease in EBT was driven by the timing of land sales in Summerlin and a commercial land sale in Columbia in the prior period, with no comparable sales in the current period. There were no superpad sales at Summerlin, as compared to superpad sales of 57 acres in the prior year period. However, there was

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a 6-acre institutional sale at Summerlin during the three months ended December 31, 2018, compared to a 5-acre sale in the prior period. The price per acre achieved for this sale at Summerlin was $399,000, an increase of $74,000 per acre over the prior period. We also saw an increase in land sales at Bridgeland. There were 240 single-family lot sales at Bridgeland which is 148 more lots sold compared to the same period last year, an increase of 160.9%. We achieved a residential price per acre of $389,000 during the quarter, an increase of $27,000 per acre over the prior year. Bridgeland has become a more significant cash flow generator over time. The trend is very promising with residential land sales of approximately $20.5 million, $30.4 million and $48.2 million in the years ended December 31, 2016, 2017 and 2018, respectively.
 
We are still experiencing strong demand for our land from homebuilders and do not expect a material slowdown in the pace of residential land sales in 2019. We believe that residential home sales are also a leading indicator of continued demand from homebuilders in our communities. Home sales for the year ended December 31, 2018 increased approximately 20.4% relative to 2017. However, home sales for the three months ended December 31, 2018 decreased by 13.1% relative to the same period in 2017, primarily due to exceptionally strong home sales experienced in the last quarter of 2017. Although they do not directly impact our results of operations, we believe the continued strong underlying home sales will continue to drive demand for land in our MPCs. Further, despite the 24.6% reduction in Summerlin for the three months ended December 31, 2018 compared to the previous year, there have been 105 net new home sales from January 1, 2019 through February 3, 2019 at Summerlin. This is quite strong for a traditionally slow time of year.  In addition, we had traffic of over 4,750 visitors to our builders' model homes. The following summarizes home sales in our MPCs during the years and three months ended December 31, 2018 and 2017.
 
Net New Home Sales
 
Year Ended December 31,
 
 
 
 
 
Three Months Ended December 31,
 
 
 
 
 
2018
 
2017
 
Change
 
% Change
 
2018
 
2017
 
Change
 
% Change
The Woodlands
343

 
340

 
3

 
0.9
%
 
78

 
78

 

 
 %
The Woodlands Hills
35

 
N/A

 
N/A

 
N/A

 
2

 
N/A

 
N/A

 
N/A

Bridgeland
495

 
423

 
72

 
17.0
%
 
116

 
107

 
9

 
8.4
 %
Summerlin
1,276

 
1,022

 
254

 
24.9
%
 
230

 
305

 
(75
)
 
(24.6
)%
Total
2,149

 
1,785

 
364

 
20.4
%
 
426

 
490

 
(64
)
 
(13.1
)%

Operating Assets

In our Operating Assets segment, we experienced strong NOI performance at our office, hospitality, multi-family and retail assets. We increased NOI, including our share of NOI from equity investees and excluding properties sold or in redevelopment, by $16.3 million and $4.6 million, or 10.4% and 12.7%, to $173.3 million and $40.9 million for the year and three months ended December 31, 2018, respectively, compared to the same periods in 2017. The increase for the year ended December 31, 2018 is primarily driven by increases of $6.4 million, $5.5 million, $4.4 million and $2.4 million in NOI at our office, hospitality, multi-family and retail properties, respectively, all mainly as a result of continued stabilization and increased occupancy at several of these assets. For example, we continue to experience particularly strong leasing activity in The Woodlands, and there is no better example than our Lakefront North buildings. We have signed leases for approximately 167,103 square feet and brought the buildings to 91% leased since purchasing them in September 2018. As of February 11, 2019, our office portfolio in The Woodlands was 93% leased. Additionally, NOI for our retail assets, excluding the Seaport District, increased $6.9 million, or 12.5%, over the prior year. Excluding the Seaport District, total NOI for the year ended December 31, 2018 would have increased $20.8 million, or approximately 13.1%, over the prior year period. NOI at the Seaport District was negatively impacted by costs associated with opening new businesses such as our winter attractions, restaurants and other operating businesses. This loss is consistent with our expectations and included in our development budget for the project. We expect these pre-opening losses to continue throughout 2019 as we open many new businesses in the Seaport District.

For the three months ended December 31, 2018, the increase is primarily driven by NOI increases of $2.9 million, $0.8 million and $0.7 million at our office, hospitality and multi-family properties, respectively, primarily as a result of continued stabilization and increased occupancy at several of our office and multi-family assets and increased hotel room

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rates and conference and food and beverage revenue. The increases for the three months ended December 31, 2018 were partially offset by a decrease of $1.7 million in NOI at our retail properties, driven primarily by NOI loss of $3.7 million at our Seaport District properties. Excluding the Seaport District, NOI for the three months ended December 31, 2018 would have increased $8.3 million, or approximately 22.9%, over the prior year period.

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 destination. We also celebrated the opening of the first permanent New York location of SJP by Sarah Jessica Parker and signed an agreement with Nike to lease approximately 23,000 square feet of creative office space at Pier 17. In the fourth quarter, we opened the The Rooftop at Pier 17 Winterland, which features New York City's only outdoor rooftop ice rink.

For the Seaport District, we expect to deliver a stabilized yield of 6% to 8% on our total development costs, net of our insurance proceeds from Superstorm Sandy, of $731 million. We now expect the stabilization date for the Seaport District to be achieved in 2022, largely as a result of the timing for construction, interior finish work and time to stabilize the Jean-Georges food hall in the Tin Building, which is expected to open by the end of 2021 assuming we receive the necessary approvals in a timely manner. The expected range of stabilized yields is wider than our other projects as the Seaport District has more volatility than our other projects, and the ultimate results may in fact fall outside of the expected range. The increased volatility is largely the result of (i) business operating risks, (ii) seasonality, (iii) potential sponsorship revenue and (iv) event revenue. Many of the tenants in the Seaport District such as 10 Corso Como, SJP by Sarah Jessica Parker and restaurants such as The Fulton by Jean George, Momofuku, Malibu Farm, Andrew Carmellini’s restaurant, R-17 and the Jean-Georges Food Hall will be owned, either directly or in a joint venture, and operated by The Howard Hughes Corporation. As a result, the revenues and expenses of these businesses will directly impact the NOI of the Seaport District. This is in contrast to our other retail properties where we primarily receive lease payments and are not directly impacted by the operating performance of the underlying businesses. Additionally, in the near term, we are opening and stabilizing a range of new businesses and due to this fact as well as the factors above, the quarterly results of the Seaport District will be less predictable than our other operating real estate assets with traditional lease structures. Further, as we open new operating businesses, either owned entirely or in joint venture, we expect to incur pre-opening expenses and operating losses until those businesses stabilize, which likely will not happen until the Seaport District reaches its critical mass of offerings. The Seaport District is part non-stabilized operating asset, part development project and part operating business. As such, we believe that the progress and results of the Seaport should be viewed independently. Starting in the first quarter of 2019, the Seaport District will be moved out of our Operating Assets segment and into a stand-alone segment for disclosure purposes. We believe that by providing this additional detail, our investors and analysts will be able to better track our progress towards stabilization.

Strategic Developments

In our Strategic Developments segment, we experienced another strong year, including robust sales of condominium units at Ward Village. ‘A‘ali‘i, which launched public sales in January 2018, was approximately 80.0% presold as of December 31, 2018. We celebrated ‘A‘ali‘i's groundbreaking on October 15, 2018. As a result of strong sales at ‘A‘ali‘i, we launched public sales of our newest project, Kô‘ula, in January 2019. It was approximately 44.6% presold as of February 22, 2019. Our most recent sales continue to support our ability to maintain a 30% blended profit margin, excluding land, across Ward Village. Given the strong sales momentum at ‘A‘ali‘i and Kô‘ula along with Ward Village’s reputation and scale, we believe there is opportunity to potentially increase the pace of development and are currently exploring bringing two more buildings to market.

We also increased our projected annual stabilized NOI target by $62.7 million from $255.1 million at December 31, 2017 to $317.8 million at December 31, 2018, excluding the redevelopment of the Seaport District. This increase is primarily attributable to the commencement of construction of 110 North Wacker, Las Vegas Ballpark, Creekside Park West, multifamily projects at Bridgeland, The Woodlands and Columbia, and the Lakefront North acquisition.

Segment EBT decreased $94.7 million for the year ended December 31, 2018 primarily due to a change in accounting methods discussed previously. During the year ended December 31, 2018, we reported revenues of $357.7 million from condominium rights and unit sales only for homes that actually closed escrow at the three delivered buildings (Waiea,

6



Anaha and Ae‘o) in Ward Village. Had we continued to account for them under the previous guidance, we would have reported condominium rights and unit sales of $488.1 million. For the comparable period in 2017, we reported revenue on a percentage of completion basis at Ward Village of $464.3 million. Due to the change in accounting methods, the two periods are not comparable. From inception through February 22, 2019, we have closed on the sales of a total of 938 units to buyers. In addition to the change in condominium rights and unit sales, a $13.4 million charge for future window repairs at our Waiea condominium tower also contributed to the decrease in EBT for the year ended December 31, 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. Segment EBT increased $33.4 million for the three months ended December 31, 2018 compared to the same period in 2017. The increase in the three month period is attributed to closings at Ae‘o, our newly delivered condominium tower, during the fourth quarter of 2018. The increase was partially offset by 2017 gains on sales of properties that did not recur in 2018.

Balance Sheet Fourth Quarter Activity and Subsequent Events

On December 20, 2018, the Company amended the $62.5 million Woodlands Resort & Conference Center financing to extend the initial maturity date to February 28, 2019. The financing bears interest at one-month LIBOR plus 3.25% and has two, one-year extension options.

In December 2018, the Company repaid the $174.0 million outstanding balance on the construction loan relating to Ae‘o. Three repayments were made in conjunction with closing on the sales of units at the property.

On December 17, 2018, the Company closed on a $51.8 million construction loan for Lakefront North. The loan bears interest at LIBOR plus 2.00% with an initial maturity of December 17, 2022, and a one-year extension option.

On December 5, 2018, the Company modified and extended the Three Hughes Landing facility. The total commitment was reduced from $65.5 million to $62.0 million. The loan bears interest at one-month LIBOR plus 2.60% with an initial maturity of December 5, 2019, and a one-year extension option. The Company had previously extended the facility on January 5, 2018.

On October 29, 2018, the Company modified and extended the Outlet Collection at Riverwalk loan. The total commitment was reduced from $56.1 million to $47.9 million. The loan bears interest at one-month LIBOR plus 2.50% with two, six-month extension options.

On October 11, 2018, the Company closed on a $74.0 million construction loan for Two Lakes Edge, bearing interest at one-month LIBOR plus 2.15% with an initial maturity date of October 11, 2022, and a one-year extension option.

As of December 31, 2018, our total consolidated debt equaled approximately 43.2% of our total assets and our leverage ratio (debt to enterprise value, as defined in the Supplemental Information) was 45.5%. 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 December 31, 2018, we had $499.7 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 12 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.
 

7



Safe Harbor Statement

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

budgeted costs, future lot sales and estimates of NOI and EBT;
capital required for our operations and development opportunities for the properties in our Operating Assets and Strategic Developments segments;
expected commencement and completion for property developments and timing of sales or rentals of certain properties;
expected performance of our MPC segment and other current income producing properties;
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 27, 2019. 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.


8



THE HOWARD HUGHES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
 
 
Year Ended December 31,
 
 
Three Months Ended December 31,
(In thousands, except per share amounts)
 
2018
 
2017
 
 
2018
 
2017
Revenues:
 
 

 
 

 
 
 
 
 
Condominium rights and unit sales
 
$
357,720

 
$
464,251

 
 
$
317,953

 
$
122,043

Master Planned Community land sales
 
261,905

 
248,595

 
 
35,178

 
71,064

Minimum rents
 
207,315

 
183,025

 
 
54,159

 
46,972

Tenant recoveries
 
49,993

 
45,814

 
 
12,185

 
11,187

Hospitality revenues
 
82,037

 
76,020

 
 
17,299

 
18,830

Builder price participation
 
27,085

 
22,835

 
 
7,691

 
8,222

Other land revenues
 
21,314

 
28,166

 
 
5,326

 
8,560

Other rental and property revenues
 
57,168

 
31,414

 
 
14,902

 
14,105

Total revenues
 
1,064,537

 
1,100,120

 
 
464,693

 
300,983

 
 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
 
Condominium rights and unit cost of sales
 
262,562

 
338,361

 
 
220,849

 
85,152

Master Planned Community cost of sales
 
124,214

 
121,116

 
 
14,605

 
32,828

Master Planned Community operations
 
45,217

 
38,777

 
 
11,261

 
13,896

Other property operating costs
 
133,761

 
91,729

 
 
41,914

 
31,576

Rental property real estate taxes
 
32,183

 
29,185

 
 
8,035

 
7,420

Rental property maintenance costs
 
15,813

 
13,432

 
 
4,209

 
3,416

Hospitality operating costs
 
59,195

 
56,362

 
 
13,488

 
14,828

Provision for doubtful accounts
 
6,078

 
2,710

 
 
1,661

 
982

Demolition costs
 
17,329

 
1,923

 
 
1,163

 
1,620

Development-related marketing costs
 
29,249

 
20,504

 
 
8,765

 
5,717

General and administrative
 
104,625

 
89,882

 
 
32,830

 
26,459

Depreciation and amortization
 
126,565

 
132,252

 
 
38,167

 
36,059

Total expenses
 
956,791

 
936,233

 
 
396,947

 
259,953

 
 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
 
Gains on sales of properties
 

 
51,367

 
 

 
18,915

Other (loss) income, net
 
(936
)
 
3,248

 
 
2,508

 
2,498

Total other
 
(936
)
 
54,615

 
 
2,508

 
21,413

 
 
 
 
 
 
 
 
 
 
Operating income
 
106,810

 
218,502

 
 
70,254

 
62,443

 
 
 
 
 
 
 
 
 
 
Interest income
 
8,486

 
4,043

 
 
1,727

 
872

Interest expense
 
(82,028
)
 
(64,568
)
 
 
(24,846
)
 
(15,021
)
Loss on redemption of senior notes due 2021
 

 
(46,410
)
 
 

 

Warrant liability loss
 

 
(43,443
)
 
 

 

Gain on acquisition of joint venture partner's interest
 

 
23,332

 
 

 
17,842

(Loss) gain on disposal of operating assets
 
(4
)
 
3,868

 
 
(4
)
 
3,868

Equity in earnings from Real Estate and Other Affiliates
 
39,954

 
25,498

 
 
657

 
(323
)
Income before taxes
 
73,218

 
120,822

 
 
47,788

 
69,681

Provision (benefit) for income taxes
 
15,492

 
(45,801
)
 
 
9,864

 
(77,647
)
Net income
 
57,726

 
166,623

 
 
37,924

 
147,328

Net (income) loss attributable to noncontrolling interests
 
(714
)
 
1,781

 
 
(663
)
 
1,793

Net income attributable to common stockholders
 
$
57,012

 
$
168,404

 
 
$
37,261

 
$
149,121

 
 
 
 
 
 
 
 
 
 
Basic income per share:
 
$
1.32

 
$
4.07

 
 
$
0.87

 
$
3.48

 
 
 
 
 
 
 
 
 
 
Diluted income per share:
 
$
1.32

 
$
3.91

 
 
$
0.86

 
$
3.46



9



THE HOWARD HUGHES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
 
 
December 31,
(In thousands, except par values and share amounts)
 
2018
 
2017
Assets:
 
 
 
 
Investment in real estate:
 
 
 
 
Master Planned Community assets
 
$
1,642,660

 
$
1,642,278

Buildings and equipment
 
2,932,963

 
2,238,617

Less: accumulated depreciation
 
(380,892
)
 
(321,882
)
Land
 
297,596

 
277,932

Developments
 
1,290,068

 
1,196,582

Net property and equipment
 
5,782,395

 
5,033,527

Investment in Real Estate and Other Affiliates
 
102,287

 
76,593

Net investment in real estate
 
5,884,682

 
5,110,120

Cash and cash equivalents
 
499,676

 
861,059

Restricted cash
 
224,539

 
103,241

Accounts receivable, net
 
12,589

 
13,041

Municipal Utility District receivables, net
 
222,269

 
184,811

Notes receivable, net
 
4,694

 
5,864

Deferred expenses, net
 
95,714

 
80,901

Prepaid expenses and other assets, net
 
411,636

 
370,027

Total assets
 
$
7,355,799

 
$
6,729,064

 
 
 
 
 
Liabilities:
 
 
 
 
Mortgages, notes and loans payable, net
 
$
3,181,213

 
$
2,857,945

Deferred tax liabilities
 
157,188

 
160,850

Accounts payable and accrued expenses
 
779,272

 
521,718

Total liabilities
 
4,117,673

 
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, 43,511,473 shares
issued and 42,991,624 outstanding as of December 31, 2018 and 43,300,253 shares
issued and 43,270,880 outstanding as of December 31, 2017
 
436

 
433

Additional paid-in capital
 
3,322,433

 
3,302,502

Accumulated deficit
 
(120,341
)
 
(109,508
)
Accumulated other comprehensive loss
 
(8,126
)
 
(6,965
)
Treasury stock, at cost, 519,849 and 29,373 shares as of December 31, 2018 and 2017, respectively
 
(62,190)

 
(3,476)

Total stockholders' equity
 
3,132,212

 
3,182,986

Noncontrolling interests
 
105,914

 
5,565

Total equity
 
3,238,126

 
3,188,551

Total liabilities and equity
 
$
7,355,799

 
$
6,729,064


10



Appendix – Reconciliations of Non-GAAP Measures

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

 
Year Ended December 31,
 
(Unaudited)
 
2018
2017
$ Change
2018
2017
$ Change
2018
2017
$ Change
2018
2017
$ Change
(In thousands)
Operating
MPC
Strategic
Consolidated
Total revenues
$
379,124

$
327,555

$
51,569

$
309,451

$
299,543

$
9,908

$
375,962

$
473,022

$
(97,060
)
$
1,064,537

$
1,100,120

$
(35,583
)
Total operating expenses
200,872

170,215

(30,657
)
169,474

159,895

(9,579
)
304,775

361,562

56,787

675,121

691,672

16,551

Segment operating income
178,252

157,340

20,912

139,977

139,648

329

71,187

111,460

(40,273
)
389,416

408,448

(19,032
)
Depreciation and amortization
113,576

122,421

8,845

243

323

80

3,307

1,210

(2,097
)
117,126

123,954

6,828

Interest expense (income), net
71,551

61,584

(9,967
)
(26,919
)
(24,292
)
2,627

(18,767
)
(25,467
)
(6,700
)
25,865

11,825

(14,040
)
Other loss (income), net
7,005

315

(6,690
)
(18
)
(3,500
)
(3,482
)
(3,015
)
(108
)
2,907

3,972

(3,293
)
(7,265
)
Equity in (earnings) loss from Real Estate and Other Affiliates
(1,529
)
(3,267
)
(1,738
)
(36,284
)
(23,234
)
13,050

(2,124
)
550

2,674

(39,937
)
(25,951
)
13,986

Gains on sales of properties







(51,242
)
(51,242
)

(51,242
)
(51,242
)
Segment EBT
$
(12,351
)
$
(23,713
)
$
11,362

$
202,955

$
190,351

$
12,604

$
91,786

$
186,517

$
(94,731
)
$
282,390

$
353,155

$
(70,765
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate expenses and other items
 
224,664

186,532

(38,132
)
 
 
 
 
 
Net income
 
 
$
57,726

$
166,623

$
(108,897
)
 
 
 
 
 
Net (income) loss attributable to noncontrolling interests
(714
)
1,781

(2,495
)
 
 
 
 
 
Net income attributable to common stockholders
$
57,012

$
168,404

$
(111,392
)


11



 
Three Months Ended December 31,
 
(Unaudited)
 
2018
2017
$ Change
2018
2017
$ Change
2018
2017
$ Change
2018
2017
$ Change
(In thousands)
Operating
MPC
Strategic
Consolidated
Total revenues
$
93,643

$
84,057

$
9,586

$
47,786

$
87,832

$
(40,046
)
$
323,264

$
129,094

$
194,170

$
464,693

$
300,983

$
163,710

Total operating expenses
51,703

46,336

(5,367
)
25,866

46,724

20,858

234,550

97,038

(137,512
)
312,119

190,098

(122,021
)
Segment operating income
41,940

37,721

4,219

21,920

41,108

(19,188
)
88,714

32,056

56,658

152,574

110,885

41,689

Depreciation and amortization
34,386

33,503

(883
)
(2
)
76

78

657

33

(624
)
35,041

33,612

(1,429
)
Interest expense (income), net
18,665

15,580

(3,085
)
(7,093
)
(6,390
)
703

(507
)
(7,146
)
(6,639
)
11,065

2,044

(9,021
)
Other loss (income), net
4,282

50

(4,232
)

(3,500
)
(3,500
)
(3,092
)
29

3,121

1,190

(3,421
)
(4,611
)
Equity in (earnings) loss from Real Estate and Other Affiliates
(473
)
472

945

(1,602
)
(1,682
)
(80
)
1,432

1,080

(352
)
(643
)
(130
)
513

Gains on sales of properties







(18,790
)
(18,790
)

(18,790
)
(18,790
)
Segment EBT
$
(14,920
)
$
(11,884
)
$
(3,036
)
$
30,617

$
52,604

$
(21,987
)
$
90,224

$
56,850

$
33,374

$
105,921

$
97,570

$
8,351

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate expenses and other items
 
67,997

(49,758
)
(117,755
)
 
 
 
 
 
Net income
 
 
$
37,924

$
147,328

$
(109,404
)
 
 
 
 
 
Net (income) loss attributable to noncontrolling interests
(663
)
1,793

(2,456
)
 
 
 
 
 
Net income attributable to common stockholders
$
37,261

$
149,121

$
(111,860
)

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.

12



 
 
Year Ended December 31,
 
Three Months Ended December 31,
(In thousands)
 
2018
 
2017
 
2018
 
2017
Total Operating Assets segment EBT (a)
 
$
(12,351
)
 
$
(23,713
)
 
$
(14,920
)
 
$
(11,834
)
 
 
 
 
 
 
 
 
 
Add Back:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
113,576

 
122,421

 
34,386

 
33,503

Interest expense (income), net
 
71,551

 
61,584

 
18,665

 
15,580

Equity in earnings (loss) from real estate and other affiliates
 
(1,529
)
 
(3,267
)
 
(473
)
 
472

Straight-line rent amortization
 
(12,756
)
 
(7,999
)
 
(3,205
)
 
(2,801
)
Other
 
6,875

 
890

 
4,055

 
492

Total Operating Assets NOI - Consolidated
 
165,366

 
149,916

 
38,508

 
35,412

 
 
 
 
 
 
 
 
 
Redevelopments
 
 
 
 
 
 
 
 
110 North Wacker
 
513

 

 
513

 

Total Operating Asset Redevelopments NOI
 
513

 

 
513

 

 
 
 
 
 
 
 
 
 
Dispositions
 
 
 
 
 
 
 
 
Cottonwood Square
 
11

 
(750
)
 
11

 
(250
)
Park West
 

 
60

 

 
(1
)
Total Operating Asset Dispositions NOI
 
11

 
(690
)
 
11

 
(251
)
 
 
 
 
 
 
 
 
 
Consolidated Operating Assets NOI excluding properties sold or in redevelopment
 
165,890

 
149,226

 
39,032

 
35,161

 
 
 
 
 
 
 
 
 
Company's Share NOI - Equity investees
 
3,948

 
4,401

 
1,818

 
1,084

 
 
 
 
 
 
 
 
 
Distributions from Summerlin Hospital Investment
 
3,435

 
3,383

 

 

 
 
 
 
 
 
 
 
 
Total NOI
 
$
173,273

 
$
157,010

 
$
40,850

 
$
36,245

 

(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.


13



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.

14



 
 
Year Ended December 31,
 
Three Months Ended December 31,
(In thousands, except share amounts)
 
2018
 
2017
 
2018
 
2017
Net income attributable to common stockholders
 
$
57,012

 
$
168,404

 
$
37,261

 
$
149,121

Add:
 
 
 
 
 
 
 
 
Segment real estate related depreciation and amortization
 
117,126

 
123,954

 
35,041

 
33,612

Loss (gain) on disposal of operating assets
 
4

 
(3,868
)
 
4

 
(3,868
)
Gains on sales of properties
 

 
(51,367
)
 

 
(18,915
)
Income tax expense (benefit) adjustments - deferred
 
 
 
 
 
 
 
 
Loss (gain) on disposal of operating assets
 

 
1,424

 

 
1,424

Gains on sales of properties
 

 
19,127

 

 
6,963

Reconciling items related to noncontrolling interests
 
714

 
(1,781
)
 
663

 
(1,793
)
Our share of the above reconciling items included in earnings from unconsolidated joint ventures
 
5,693

 
4,385

 
1,822

 
1,489

FFO
 
$
180,549

 
$
260,278

 
$
74,791

 
$
168,033

 
 
 
 
 
 
 
 
 
Adjustments to arrive at Core FFO:
 
 
 
 
 
 
 
 
Acquisition expenses
 
$

 
$
109

 
$

 
$
77

Loss on redemption of senior notes due 2021
 

 
46,410

 

 

Gain on acquisition of joint venture partner's interest
 

 
(23,332
)
 

 
(17,842
)
Warrant loss
 

 
43,443

 

 

Severance expenses
 
687

 
2,525

 
267

 
123

Non-real estate related depreciation and amortization
 
9,438

 
8,298

 
3,125

 
2,447

Straight-line amortization
 
(12,609
)
 
(7,782
)
 
(2,505
)
 
(2,849
)
Deferred income tax expense (benefit)
 
16,195

 
(64,014
)
 
11,574

 
(85,334
)
Non-cash fair value adjustments related to hedging instruments
 
(1,135
)
 
905

 
127

 
506

Share based compensation
 
11,242

 
8,211

 
3,011

 
2,860

Other non-recurring expenses (development related marketing and demolition costs)
 
46,579

 
22,427

 
9,929

 
7,337

Our share of the above reconciling items included in earnings from unconsolidated joint ventures
 
623

 
502

 
182

 
79

Core FFO
 
$
251,569

 
$
297,980

 
$
100,501

 
$
75,437

 
 
 
 
 
 
 
 
 
Adjustments to arrive at AFFO:
 
 
 
 
 
 
 
 
Tenant and capital improvements
 
$
(14,267
)
 
$
(15,803
)
 
$
(3,583
)
 
$
(5,647
)
Leasing Commissions
 
(3,600
)
 
(2,995
)
 
(1,906
)
 
(968
)
AFFO
 
$
233,702

 
$
279,182

 
$
95,012

 
$
68,822

 
 
 
 
 
 
 
 
 
FFO per diluted share value
 
$
4.18

 
$
6.04

 
$
1.73

 
$
3.90

 
 
 
 
 
 
 
 
 
Core FFO per diluted share value
 
$
5.82

 
$
6.92

 
$
2.32

 
$
1.75

 
 
 
 
 
 
 
 
 
AFFO per diluted share value
 
$
5.41

 
$
6.48

 
$
2.20

 
$
1.60




15
(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

hhcsupplemental4q18
Exhibit 99.2 Seaport District Hughes Landing 6100 Merriweather New York, NY Houston, TX Columbia, MD Supplemental Information Three Months Ended December 31, 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, 2018, as filed with the Securities and Exchange Commission on February 27, 2019. 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 PERFORMANCE DEBT & OTHER Company Profile 4 Stabilized Properties 12 Debt Summary 23 Financial Summary 6 Unstabilized Properties 14 Property-Level Debt 24 Balance Sheets 7 Under Construction Properties 15 Ground Leases 26 Statements of Operations 8 MPC Portfolio 16 Definitions 27 Income Reconciliations 9 Portfolio Key Metrics 17 Reconciliations of Non-GAAP 28 NOI by Region 10 Lease Expirations 18 Acquisitions / Dispositions 19 MPC Land 20 Ward Village Condominiums 21 Other Assets 22 HowardHughes.com 214.741.7744 3


 
Company Profile - Summary & Results Company Profile - Summary & Results Company Overview - Q4 2018 Recent Company Highlights Honolulu--(PRNewswire)--Oct. 16, 2018-- The Howard Hughes Corporation breaks ground on 'A'ali'i at Exchange / Ticker NYSE: HHC Ward Village. The mixed-use residential development is the first of its kind in Hawai'i, featuring 750 units with a seamless turnkey experience and space-maximizing design. 'A'ali'i has received very strong local demand with 80 percent of homes sold since sales began in January. At full build-out, the 60-acre Share Price - December 31, 2018 $ 97.62 community will include approximately one million square feet of unique retail and food and beverage experiences, and more than 4,500 homes. LAS VEGAS--(PRNewswire)--Dec. 8, 2018--The Howard Hughes Corporation, owner of the Las Vegas Diluted Earnings / Share $ 0.86 51s, announced today the team's new name - the Las Vegas Aviators®. The Las Vegas Aviators®, 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 FFO / Diluted Share $ 1.73 Downtown Summerlin. NEW YORK--(PRNewswire)--Dec. 17, 2018--The Howard Hughes Corporation announced today that ® Core FFO / Diluted Share $ 2.32 Ward Village , its award-winning 60-acre master planned community in the heart of Honolulu, continues to redefine urban island living with the debut of its central greenscape, Victoria Ward Park. The park's opening is marked by the launch of Light Garden, a 1,000-Year Bloom, a one-of-a-kind immersive art installation designed by acclaimed design studio Symmetry Labs. AFFO / Diluted Share $ 2.20 Operating Portfolio by Region Q4 2018 MPC & Condominium Results $ in millions Q4 2018 MPC EBT Q4 2018 Condo Units Contracted Bridgeland $ 14.3 Waiea — Columbia (0.3) Anaha — Summerlin 15.5 Ke Kilohana 18 The Woodlands/The Woodlands Hills 1.1 Ae'o — 'A'ali'i 36 Total $ 30.6 Total 54 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 Sq.Ft. 2,117,164 Retail & Office Sq.Ft. 1,831,385 Retail & Office Sq.Ft. 5,192,634 Retail & Office Sq.Ft. 9,141,183 Multifamily Units 1,347 Multifamily Units 729 Multifamily Units 1,622 Multifamily Units 3,698 Hotel Keys — Hotel Keys 770 Hotel Keys 205 Hotel Keys 975 Other Units — Other Units 1,408 Other Units — Other Units 1,408 Projected Stabilized NOI $ 73.1 Projected Stabilized NOI $ 80.5 Projected Stabilized NOI $ 164.2 Projected Stabilized NOI $ 317.8 Q4 2018 - Operating Results by Property Type Currently Under Construction Currently Unstabilized Currently Stabilized Total $ in millions $ in millions $ in millions $ in millions The charts above exclude Seaport NOI and square footage until we have greater clarity with respect to the performance of our tenants and operating businesses. See pages 14-15 for Stabilized NOI Yield and other project information. See page 27 for definitions of "Under Construction," "Unstabilized," "Stabilized" and "Net Operating Income (NOI)". HowardHughes.com 214.741.7744 5


 
Financial Summary Financial Summary (In thousands, except share price and billions) Q4 2018 Q3 2018 Q2 2018 Q1 2018 Q4 2017 YTD 2018 YTD 2017 Company Profile Share price (a) $97.62 $124.22 $132.50 $139.13 $131.27 $97.62 $131.27 Market Capitalization (b) $4.2b $5.4b $5.7b $6.0b $5.9b $4.2b $5.9b Enterprise Value (c) $7.0b $8.2b $8.3b $8.3b $7.9b $7.0b $7.9b Weighted avg. shares - basic 43,075 43,066 42,573 42,976 42,860 43,036 41,364 Weighted avg. shares - diluted 43,250 43,317 42,942 43,363 43,120 43,237 43,089 Total diluted share equivalents outstanding 43,077 43,194 43,325 43,301 44,917 43,109 44,917 Earnings Profile Operating Segment Income Revenues $90,214 $96,528 $89,752 $87,525 $80,727 $364,019 $317,661 Expenses ($51,182) ($58,728) ($44,231) ($43,988) ($45,566) ($198,129) ($168,435) Company's Share of Equity Method Investments NOI and Cost Basis Investment $1,818 $891 $664 $4,010 $1,084 $7,383 $7,784 Net Operating Income (d) $40,850 $38,691 $46,185 $47,547 $36,245 $173,273 $157,010 Avg. NOI margin 45% 40% 52% 54% 45% 48% 49% MPC Segment Earnings Total revenues $47,786 $143,135 $62,765 $55,765 $87,832 $309,451 $299,543 Total expenses (e) ($25,864) ($70,298) ($37,088) ($36,449) ($43,300) ($169,699) ($163,072) Interest (expense) income, net (f) $7,093 $6,626 $6,808 $6,392 $6,390 $26,919 $24,292 Equity in earnings in Real Estate and Other Affiliates $1,602 $9,454 $14,100 $11,128 $1,682 $36,284 $23,234 MPC Segment EBT (f) $30,617 $88,917 $46,585 $36,836 $52,604 $202,955 $190,351 Condo Gross Profit Revenues (g) $317,953 $8,045 $20,885 $10,837 $122,043 $357,720 $464,251 Expenses (g) ($220,849) ($6,168) ($28,816) ($6,729) ($85,152) ($262,562) ($338,361) Condo Net Income (g) $97,104 $1,877 ($7,931) $4,108 $36,891 $95,158 $125,890 Debt Summary Total debt payable (h) $3,215,211 $3,296,486 $3,163,771 $2,915,220 $2,877,789 $3,215,211 $2,877,789 Fixed rate debt outstanding at end of period $1,663,875 $1,651,695 $1,643,194 $1,522,488 $1,526,875 $1,663,875 $1,526,875 Weighted avg. rate - fixed 5.17% 4.60% 4.60% 4.98% 5.04% 5.17% 5.04% Variable rate debt outstanding at end of period, excluding condominium financing $1,454,579 $1,411,932 $1,355,523 $1,299,119 $1,317,311 $1,454,579 $1,317,311 Weighted avg. rate - variable 4.88% 4.78% 3.37% 4.32% 4.10% 4.88% 4.10% Condominium debt outstanding at end of period $96,757 $232,859 $165,054 $93,613 $33,603 $96,757 $33,603 Weighted avg. rate - condominium financing 5.75% 6.04% 5.93% 5.78% 4.49% 5.75% 7.11% Leverage ratio (debt to enterprise value) 45.49% 39.54% 37.59% 34.92% 36.20% 45.47% 36.20% (a) Presented as of period end date. (b) 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. (c) Enterprise Value = Market capitalization + book value of debt + noncontrolling interest - cash and equivalents. (d) 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. (e) 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. (f) 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. (g) 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. (h) 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 par values and share amounts) FY 2018 FY 2017 ASSETS Unaudited Unaudited Investment in real estate: Master Planned Communities assets $ 1,642,660 $ 1,642,278 Buildings and equipment 2,932,963 2,238,617 Less: accumulated depreciation (380,892) (321,882) Land 297,596 277,932 Developments 1,290,068 1,196,582 Net property and equipment 5,782,395 5,033,527 Investment in real estate and other affiliates 102,287 76,593 Net investment in real estate 5,884,682 5,110,120 Cash and cash equivalents 499,676 861,059 Restricted cash 224,539 103,241 Accounts receivable, net 12,589 13,041 Municipal Utility District receivables, net 222,269 184,811 Notes receivable, net 4,694 5,864 Deferred expenses, net 95,714 80,901 Prepaid expenses and other assets, net 411,636 370,027 Total Assets $ 7,355,799 $ 6,729,064 LIABILITIES AND EQUITY Liabilities Mortgages, notes and loans payable $ 3,181,213 $ 2,857,945 Deferred tax liabilities 157,188 160,850 Accounts payable and accrued expenses 779,272 521,718 Total Liabilities 4,117,673 3,540,513 Equity Common stock: $.01 par value; 150,000,000 shares authorized, 43,511,473 shares issued and 42,991,624 outstanding as of December 31, 2018 and 43,300,253 shares issued and 43,270,880 outstanding as of December 31, 2017 436 433 Additional paid-in capital 3,322,433 3,302,502 Accumulated deficit (120,341) (109,508) Accumulated other comprehensive income (loss) (8,126) (6,965) Treasury stock, at cost, 519,849 and 29,373 shares as of December 31, 2018 and 2017, respectively (62,190) (3,476) Total stockholders' equity 3,132,212 3,182,986 Noncontrolling interests 105,914 5,565 Total Equity 3,238,126 3,188,551 Total Liabilities and Equity $ 7,355,799 $ 6,729,064 Share Count Details (In thousands) Shares outstanding at end of period (including restricted stock) 42,992 43,271 Dilutive effect of stock options (a) 117 200 Dilutive effect of warrants (b) — 1,446 Total Diluted Share Equivalents Outstanding 43,109 44,917 (a) Stock options assume net share settlement calculated for the period presented. (b) 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) Q4 2018 Q4 2017 FY 2018 FY 2017 Revenues: Unaudited Unaudited Unaudited Unaudited Condominium rights and unit sales $ 317,953 $ 122,043 $ 357,720 $ 464,251 Master Planned Community land sales 35,178 71,064 261,905 248,595 Minimum rents 54,159 46,972 207,315 183,025 Tenant recoveries 12,185 11,187 49,993 45,814 Hospitality revenues 17,299 18,830 82,037 76,020 Builder price participation 7,691 8,222 27,085 22,835 Other land revenues 5,326 8,560 21,314 28,166 Other rental and property revenues 14,902 14,105 57,168 31,414 Total revenues 464,693 300,983 1,064,537 1,100,120 Expenses: Condominium rights and unit cost of sales 220,849 85,152 262,562 338,361 Master Planned Community cost of sales 14,605 32,828 124,214 121,116 Master Planned Community operations 11,261 13,896 45,217 38,777 Other property operating costs 41,914 31,576 133,761 91,729 Rental property real estate taxes 8,035 7,420 32,183 29,185 Rental property maintenance costs 4,209 3,416 15,813 13,432 Hospitality operating costs 13,488 14,828 59,195 56,362 Provision for doubtful accounts 1,661 982 6,078 2,710 Demolition costs 1,163 1,620 17,329 1,923 Development-related marketing costs 8,765 5,717 29,249 20,504 General and administrative 32,830 26,459 104,625 89,882 Depreciation and amortization 38,167 36,059 126,565 132,252 Total expenses 396,947 259,953 956,791 936,233 Other: Gains on sales of properties — 18,915 — 51,367 Other (loss) income, net 2,508 2,498 (936) 3,248 Total other 2,508 21,413 (936) 54,615 Operating income 70,254 62,443 106,810 218,502 Interest income 1,727 872 8,486 4,043 Interest expense (24,846) (15,021) (82,028) (64,568) Loss on redemption of senior notes due 2021 — — — (46,410) Warrant liability loss — — — (43,443) Gain on acquisition of joint venture partner's interest — 17,842 — 23,332 (Loss) gain on disposal of operating assets (4) 3,868 (4) 3,868 Equity in earnings from Real Estate and Other Affiliates 657 (323) 39,954 25,498 Income before taxes 47,788 69,681 73,218 120,822 Provision (benefit) for income taxes 9,864 (77,647) 15,492 (45,801) Net income 37,924 147,328 57,726 166,623 Net (income) loss attributable to noncontrolling interests (663) 1,793 (714) 1,781 Net income attributable to common stockholders $ 37,261 $ 149,121 $ 57,012 $ 168,404 Basic income per share: $ 0.87 $ 3.48 $ 1.32 $ 4.07 Diluted income per share: $ 0.86 $ 3.46 $ 1.32 $ 3.91 The Company's 2018 results are presented in accordance with ASU 2014-09, Revenues from Contracts with Customers (Topic 606), the new revenue standard adopted January 1, 2018. Please refer to page F-17 of Note 1 in the Company's Form 10-K for further information. HowardHughes.com 214.741.7744 8


 
Reconciliations of Net Income to FFO, Core FFO and AFFO (In thousands, except share amounts) Q4 2018 Q4 2017 YTD 2018 YTD 2017 RECONCILIATIONS OF NET INCOME TO FFO Net income attributable to common stockholders $ 37,261 $ 149,121 $ 57,012 $ 168,404 Add: Segment real estate related depreciation and amortization 35,041 33,612 117,126 123,954 Loss (gain) on disposal of operating assets 4 (3,868) 4 (3,868) Gains on sales of properties — (18,915) — (51,367) Income tax expense (benefit) adjustments - deferred Loss (gain) on disposal of operating assets — 1,424 — 1,424 Gains on sales of properties — 6,963 — 19,127 Reconciling items related to noncontrolling interests 663 (1,793) 714 (1,781) Our share of the above reconciling items included in earnings from unconsolidated joint ventures 1,822 1,489 5,693 4,385 FFO $ 74,791 $ 168,033 $ 180,549 $ 260,278 Adjustments to arrive at Core FFO: Acquisition expenses $ — $ 77 $ — $ 109 Loss on redemption of senior notes due 2021 — — — 46,410 Gain on acquisition of joint venture partner's interest — (17,842) — (23,332) Warrant loss — — — 43,443 Severance expenses 267 123 687 2,525 Non-real estate related depreciation and amortization 3,125 2,447 9,438 8,298 Straight-line amortization (2,505) (2,849) (12,609) (7,782) Deferred income tax expense (benefit) 11,574 (85,334) 16,195 (64,014) Non-cash fair value adjustments related to hedging instruments 127 506 (1,135) 905 Share based compensation 3,011 2,860 11,242 8,211 Other non-recurring expenses (development related marketing and demolition costs) 9,929 7,337 46,579 22,427 Our share of the above reconciling items included in earnings from unconsolidated joint ventures 182 79 623 502 Core FFO $ 100,501 $ 75,437 $ 251,569 $ 297,980 Adjustments to arrive at AFFO: Tenant and capital improvements $ (3,583) $ (5,647) $ (14,267) $ (15,803) Leasing Commissions (1,906) (968) (3,600) (2,995) AFFO $ 95,012 $ 68,822 $ 233,702 $ 279,182 FFO per diluted share value $ 1.73 $ 3.90 $ 4.18 $ 6.04 Core FFO per diluted share value $ 2.32 $ 1.75 $ 5.82 $ 6.92 AFFO per diluted share value $ 2.20 $ 1.60 $ 5.41 $ 6.48 HowardHughes.com 214.741.7744 9


 
NOI by Region NOI by Region % Total 4Q18 Occupied (#) 4Q18 Leased (#) 4Q18 Occupied (%) 4Q18 Leased (%) 4Q18 Time to Ownership Annualized Stabilized Stabilize Property ($ in thousands) (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% 1,479,644 — 1,427,294 — 1,427,294 — 96% —% 96% —% $ 37,963 $ 40,060 — Office - Columbia 100% 1,050,115 — 990,859 — 997,546 — 94% —% 95% —% 16,597 17,679 — Office - Summerlin 100% 206,279 — 205,456 — 206,279 — 100% —% 100% —% 5,739 5,700 — Retail - Houston 100% 292,652 — 283,370 — 285,101 — 97% —% 97% —% 9,319 9,903 — Retail - Columbia 100% 89,199 — 89,199 — 89,199 — 100% —% 100% —% 2,148 2,200 — Retail - Hawaii 100% 918,669 — 869,220 — 869,220 — 95% —% 95% —% 16,826 19,800 — Retail - Other 100% 267,934 — 259,732 — 266,101 — 97% —% 99% —% 6,462 6,500 — Retail - Summerlin 100% 838,271 — 746,067 — 765,225 — 89% —% 91% —% 20,929 26,300 — Multi-Family - Houston (d) 100% 23,280 1,097 23,126 1,019 23,126 1,054 99% 93% 99% 96% 14,763 16,600 — Multi-Family - Columbia (d) 50% 13,591 380 13,591 350 13,591 356 100% 92% 100% 94% 2,764 2,900 — Multi-Family - Summerlin 100% — 124 — 122 — 122 —% 98% —% 98% 2,304 2,200 — Multi-Family - New York (d) 100% 13,000 21 13,000 21 13,000 21 100% 100% 100% 100% 760 600 — Hospitality - Houston 100% — 205 — 167 — — —% 81% —% —% 5,157 4,500 — Other Assets (e) — — — — — — — —% —% —% —% 8,165 9,212 — Total Stabilized Properties (f) $ 149,896 $ 164,154 — Unstabilized Properties Office - Houston 100% 915,381 — 582,533 — 698,305 — 64% —% 76% —% $ 7,578 $ 20,958 2.3 Office - Columbia 100% 331,223 — 248,516 — 260,534 — 75% —% 79% —% 2,920 8,600 2.4 Office - Summerlin 100% 326,149 — 229,569 — 309,130 — 70% —% 92% —% (115) 7,600 1.5 Retail - Houston 100% 143,759 — 112,784 — 120,757 — 78% —% 84% —% 1,724 3,368 1.0 Retail - Hawaii 100% 86,847 — 73,235 — 80,164 — 84% —% 92% —% 1,530 2,709 1.0 Multi-Family - Houston 100% — 292 — 132 — 149 —% 45% —% 51% — 3,500 2.0 Multi-Family - Columbia 50% 28,026 437 8,671 322 8,671 344 31% 74% 31% 79% 3,709 3,800 2.0 Hospitality - Houston 100% — 704 — 432 — — —% 61% —% —% 20,110 27,000 2.0 Hospitality - New York 35% — 66 — 26 — — —% 39% —% —% (61) 1,334 3.0 Self Storage - Houston 100% — 1,408 — 887 — 930 —% 63% —% 66% 211 1,600 2.0 Total Unstabilized Properties $ 37,606 $ 80,469 2.3 HowardHughes.com 214.741.7744 10


 
NOI by Region (con't) NOI by Region % Total 4Q18 Occupied (#) 4Q18 Leased (#) 4Q18 Occupied (%) 4Q18 Leased (%) 4Q18 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 - Other 33% 1,500,000 — — — 630,000 — —% —% 42% —% — 22,441 5.0 Retail - Houston 100% 72,264 — — — 39,023 — —% —% 54% —% — 2,200 3.1 Retail - Hawaii 100% 21,900 — — — 21,900 — —% —% 100% —% — 1,050 2.0 Multi-Family - Houston 100% — 698 — — — — —% —% —% —% — 12,404 5.1 Multi-Family - Columbia 100% — 382 — — — — —% —% —% —% — 9,162 5.0 Multi-Family - Summerlin 100% — 267 — — — — —% —% —% —% — 4,400 2.0 Other - Houston 100% 10,000 — — — 10,000 — —% —% 100% —% — 217 2.0 Other - Summerlin 100% — — — — — — —% —% —% —% — 7,000 1.0 Total Under Construction Properties — 73,174 4.0 Total/ Wtd. Avg. for Portfolio $ 187,502 $ 317,797 3.3 (a) Includes our share of NOI for our joint ventures. (b) Annualized 4Q18 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 of our tenants and operating businesses. See pages 14-15 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 13 of this presentation. (f) For Stabilized Properties, the difference between 4Q18 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. HowardHughes.com 214.741.7744 11


 
Stabilized Properties Stabilized Properties ($ in thousands) Rentable Q4 2018 Q4 2018 Annualized Est. Stabilized Property Location % Ownership Sq. Ft./Units % Occ. % Leased Q4 2018 NOI NOI Office 3 Waterway Square Houston, TX 100 % 234,659 100 % 100 % $ 6,441 $ 6,900 4 Waterway Square Houston, TX 100 % 218,551 100 100 6,708 6,856 1400 Woodloch Forest Houston, TX 100 % 95,667 91 91 1,682 1,890 1735 Hughes Landing Boulevard Houston, TX 100 % 318,170 100 100 7,543 7,696 2201 Lake Woodlands Drive Houston, TX 100 % 24,119 100 100 320 410 3831 Technology Forest Houston, TX 100 % 95,078 100 100 2,335 2,268 9303 New Trails Houston, TX 100 % 97,967 70 70 1,091 1,800 One Hughes Landing Houston, TX 100 % 197,719 97 98 6,043 6,240 Two Hughes Landing Houston, TX 100 % 197,714 96 96 5,800 6,000 10-70 Columbia Corporate Center Columbia, MD 100 % 889,470 94 95 13,414 14,330 Columbia Office Properties Columbia, MD 100 % 62,038 100 100 1,406 1,402 One Mall North Columbia, MD 100 % 98,607 92 92 1,777 1,947 One Summerlin Las Vegas, NV 100 % 206,279 100 100 5,739 5,700 Total Office 2,736,038 60,299 63,439 Retail 20/25 Waterway Avenue Houston, TX 100 % 50,062 100 % 100 % 2,062 2,013 1701 Lake Robbins Houston, TX 100 % 12,376 100 100 488 400 2000 Woodlands Parkway Houston, TX 100 % 7,900 100 100 46 217 Creekside Village Green Houston, TX 100 % 74,670 88 90 1,829 2,097 Hughes Landing Retail Houston, TX 100 % 126,131 100 100 4,365 4,375 Waterway Garage Retail Houston, TX 100 % 21,513 100 100 529 800 Columbia Regional Columbia, MD 100 % 89,199 100 100 2,148 2,200 Ward Village Retail Honolulu, HI 100 % 918,669 95 95 16,826 19,800 Downtown Summerlin Las Vegas, NV 100 % 838,271 89 91 20,929 26,300 Outlet Collection at Riverwalk New Orleans, LA 100 % 267,934 97 99 6,462 6,500 Total Retail 2,406,725 55,684 64,702 HowardHughes.com 214.741.7744 12


 
Stabilized Properties (con't) Stabilized Properties (cont'd) ($ in thousands) Rentable Sq. Ft. / Q4 2018 % Annualized Est. Stabilized Property Location % Ownership Units Q4 2018 % Occ. Leased Q4 2018 NOI NOI Residential Millennium Six Pines Apartments Houston, TX 100 % 314 95% 95% $ 3,743 $ 4,500 Millennium Waterway Apartments Houston, TX 100 % 393 92 95 4,408 4,600 One Lakes Edge Houston, TX 100 % 23,280 / 390 99 / 92 99 / 95 6,612 7,500 The Metropolitan Downtown Columbia Columbia, MD 50 % 13,591 / 380 100 / 92 100 / 95 2,764 2,900 Constellation Las Vegas, NV 100 % 124 97 97 2,304 2,200 85 South Street New York, NY 100 % 13,000 / 21 100 / 100 100 / 100 760 600 Total Residential 49,871 / 1,622 20,591 22,300 Hotel Embassy Suites at Hughes Landing (a) Houston, TX 100 % 205 82 82 5,157 4,500 Total Hotel 205 5,157 4,500 Other Woodlands Sarofim #1 Houston, TX 20 % NA NA NA 2,202 2,202 Stewart Title of Montgomery County, TX Houston, TX 50 % NA NA NA 1,117 1,117 Woodlands Ground Lease Houston, TX 100 % NA NA NA 1,420 1,662 Hockey Ground Lease Las Vegas, NV 100 % NA NA NA 458 458 Summerlin Hospital Medical Center Las Vegas, NV 100 % NA NA NA 3,435 3,435 Other Assets Various 100 % NA NA NA (467) 338 Total Other 8,165 9,212 Total Stabilized $ 149,896 $ 164,153 (a) Hotel property Percentage Occupied is the average for Q4 2018. HowardHughes.com 214.741.7744 13


 
Unstabilized Properties Unstabilized Properties (Dollars in thousands) % Rentable Sq. Q4 2018 Q4 2018 % Develop. Est. Total Cost Annualized Est. Stabilized NOI Est. Stab. Est. Stab. Project Name Location Ownership Ft. / Units % Occ. (a) Leased (a) Costs Incurred (Excl. Land) Q4 2018 NOI (b) Date Yield Office Three Hughes Landing Houston, TX 100% 320,815 67% 76% $ 75,461 $ 90,162 $ 3,740 $ 7,600 2020 8% 1725 Hughes Landing Houston, TX 100% 331,754 78% 78% 55,688 74,994 4,688 6,900 2020 9% Lakefront North (c) Houston, TX 100% 262,812 40% 74% 55,070 77,879 (850) 6,458 2021 8% One Merriweather Columbia, MD 100% 206,588 85% 91% 72,819 78,187 3,063 5,100 2020 7% Two Merriweather Columbia, MD 100% 124,635 58% 74% 32,030 40,941 (143) 3,500 2021 9% Aristocrat Las Vegas, NV 100% 181,534 100% 100% 33,376 46,661 — 4,100 Q2 2019 9% Two Summerlin Las Vegas, NV 100% 144,615 34% 89% 36,243 49,320 (115) 3,500 2020 7% Total Office 1,572,753 360,687 458,144 10,383 37,158 Retail Lakeland Village Center Houston, TX 100% 83,497 83% 83% 14,183 16,274 1,291 1,700 Q4 2019 10% Anaha & Ae'o Retail (d) Honolulu, HI 100% 86,847 84% 92% — — 1,530 2,709 Q4 2019 n.a. Lake Woodlands Crossing Houston, TX 100% 60,262 72% 85% 9,311 15,381 433 1,668 2020 11% Seaport - Uplands / Pier 17 (e) New York, NY 100% 396,131 44% 59% 472,941 570,713 231 34,000 - 46,000 2021 6 - 8% Total Retail 626,737 496,435 602,368 3,485 40,077 - 52,077 Residential m.flats/TEN.M Columbia, MD 50% 28,026 / 437 31% / 74% 31% / 78% 53,400 54,673 3,709 3,800 2020 7% Creekside Park Apartments Houston, TX 100% 292 45% 51% 36,961 42,111 — 3,500 2020 10% Total Residential 28,026 / 729 90,361 96,784 3,709 7,300 Hotel The Woodlands Resort & Conference Center Houston, TX 100% 402 52% 52% 72,360 72,360 12,373 16,500 2020 8% The Westin at The Woodlands Houston, TX 100% 302 73% 73% 93,443 98,444 7,736 10,500 2020 11% Mr. C Seaport New York, NY 35% 66 39% 39% 3,157 24,850 (61) 1,334 2021 5% Total Hotel 770 168,960 195,654 20,048 28,334 Other HHC 242 Self-Storage Houston, TX 100% 654 66% 66% 8,216 8,607 212 800 2020 9% HHC 2978 Self-Storage Houston, TX 100% 754 60% 60% 7,828 8,476 (1) 800 2020 9% Total Other 1,408 16,044 17,083 211 1,600 Total Unstabilized $ 1,132,487 $ 1,370,033 $ 37,836 $114,469 - $126,469 (a) With the exception of Hotel properties, Percentage Occupied and Percentage Leased are as of December 31, 2018. Each Hotel property Percentage Occupied is the average for Q4 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. (e) Develop. Costs Incurred and Est. Total Costs are shown net of insurance proceeds of approximately $55 million. HowardHughes.com 214.741.7744 14


 
Under Construction Projects Under Construction Properties (In thousands, except sq. ft. and units) Owned & Managed % Est. Rentable Percent Pre- Const. Est. Stabilized Develop. Est. Total Cost Est. Stab. Project Name City, State Ownership Sq. Ft. Leased (a) Project Status Start Date Date (b) Costs Incurred (Excl. Land) Est. Stabilized NOI Yield Office 110 North Wacker (c) Chicago, IL 33% 1,500,000 42% 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 Q3 2019 46,110 63,278 5,100 8% 6100 Merriweather (d) Columbia, MD 100% 320,000 47% Under construction Q2 2018 2023 36,258 138,221 9,200 7% Total Office 2,023,000 97,957 252,927 36,741 Retail Seaport District NYC - Tin Building New York, NY 100% 53,396 100% Under construction Q4 2017 2022 35,335 159,982 9,000 - 12,000 6% - 8% Ke Kilohana (e) Honolulu, HI 100% 21,900 100% Under construction Q3 2016 Q4 2019 — — 1,050 —% Creekside Park West Houston, TX 100% 72,264 54% Under construction Q4 2018 2022 372 22,625 2,200 10 % Total Retail 147,560 35,707 182,607 12,250 - 15,250 Other Summerlin Ballpark (f) Las Vegas, NV 100% n.a. n.a. Under construction Q1 2018 Q3 2019 53,736 122,452 7,000 6% Hughes Landing Daycare Houston, TX 100% 10,000 100% Under construction Q3 2018 Q4 2019 278 3,206 217 7% Total Other 10,000 $ 54,014 $ 125,658 $ 7,217 % Est. Number Monthly Est. Const. Est. Stabilized Develop. Est. Total Cost Est. Stab. Project Name City, State Ownership of Units Rent Per Unit Project Status Start Date Date (b) Costs Incurred (Excl. Land) Est. Stabilized NOI Yield Multi-family Columbia Multi-family Columbia, MD 100% 382 $2.053 Under construction Q2 2018 2023 $ 23,532 $ 116,386 $ 9,162 8% Tanager Apartments (g) Las Vegas, NV 100% 267 $1,924 Under construction Q1 2018 2020 24,470 59,276 4,400 7% Two Lakes Edge Houston, TX 100% 386 $2,690 Under construction Q2 2018 2024 10,457 107,706 8,529 8% Lakeside Row (h) Houston, TX 100% 312 $1,686 Under construction Q2 2018 2021 10,548 48,412 3,875 8% Total Multi-family 1,347 69,007 331,780 25,966 Total Under Construction $ 256,685 $ 892,972 $82,174 - $85,174 (a) Represents leases signed as of December 31, 2018 and is calculated as the total leased square feet divided by total leasable square feet, expressed as a percentage. (b) Represents management's estimate of the first quarter of operations in which the asset may be stabilized. (c) 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 December 31, 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. (d) Three Merriweather was renamed to 6100 Merriweather in Q3 2018. (e) Condominium retail Develop. Cost Incurred and Est. Total Costs (Excl. Land) are combined with their respective condominium costs on page 21 of this supplement. (f) Est. Total Cost (Excl. Land) and Stabilized NOI Yield are exclusive of $27 million of costs to acquire the franchise. (g) Downtown Summerlin Apartments was renamed to Tanager Apartments in Q3 2018. (h) Bridgeland Apartments was renamed to Lakeside Row in Q4 2018. HowardHughes.com 214.741.7744 15


 
MPC Portfolio MPC Portfolio ($ in thousands) Nevada Texas Maryland Total (c) MPC Performance - 4Q18 & 4Q17 MPC Net Contribution (4Q18) (b) $6,057 $25,827 $(344) $31,540 MPC Net Contribution (4Q17) (b) $62,507 $16,646 $9,903 $89,056 Operating Asset Performance - 2018 & Future Annualized 4Q18 In-Place NOI $31,885 $101,540 $28,196 $161,621 Est. Stabilized NOI (Future) (d) $57,093 $152,371 $53,541 $263,005 Wtd. Avg. Time to Stabilization (years) 1.6 3.0 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 December 31, 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 16


 
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 sq.ft. 1,479,644 — — 206,279 1,050,115 2,736,038 — — — — Retail sq.ft. 315,932 — — 838,271 102,790 1,256,993 918,669 13,000 267,934 1,199,603 Multifamily units 1,097 — — 124 380 1,601 — 21 — 21 Hotel Rooms 205 — — — — 205 — — — — Self Storage Units — — — — — — — — — — Operating - Unstabilized Properties Office sq.ft. 915,381 — — 326,149 331,223 1,572,753 — — — — Retail sq.ft. (a) 60,262 — 83,497 — 28,026 171,785 86,847 396,131 — 482,978 Multifamily units 292 — — — 437 729 — — — — Hotel rooms 704 — — — — 704 — 66 — 66 Self Storage Units 1,408 — — — — 1,408 — — — — Operating - Under Construction Properties Office sq.ft. 203,000 — — — 320,000 523,000 — — 1,500,000 1,500,000 Retail sq.ft. 72,264 — — — — 72,264 21,900 53,396 — 75,296 Other sq.ft. 10,000 — — — — 10,000 — — — — Multifamily units 386 — 312 267 382 1,347 — — — — Hotel rooms — — — — — — — — — — Self Storage Units — — — — — — — — — — Residential Land Total gross acreage/condos (b) 28,505 ac. 2,055 ac. 11,470 ac. 22,500 ac. 16,450 ac. 80,980 ac. 1,379 n.a. n.a. 1,379 Current Residents (b) 117,100 36 10,100 110,000 112,000 349,236 n.a. n.a. n.a. — Remaining saleable acres/condos 157 1,392 2,299 3,311 n.a. 7,159 9 n.a. n.a. 9 Estimated price per acre (c) 652 318 410 565 n.a. n.a. n.a. n.a. — Commercial Land Total acreage remaining 753 171 1,533 831 96 3,384 n.a. n.a. n.a. — Estimated price per acre (c) 1,027 515 539 1,091 580 n.a. n.a. n.a. — Portfolio Key Metrics herein include square feet, units and rooms included in joint venture projects that are not shown at share. Retail sq.ft. includes multi-family sq.ft. (a) Retail sq. ft. within the Summerlin region excludes 381,767 sq. ft. of anchors. (b) Acreage shown as of December 31, 2018; current residents shown as of December 31, 2017. (c) Residential and commercial pricing represents the Company's estimate of price per acre per its 2019 land models. HowardHughes.com 214.741.7744 17


 
Lease Expirations Lease Expirations Office and Retail Lease Expirations Total Office and Retail Portfolio as of December 31, 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. 2019 $ 8,191 7.40 % $ 24.34 $ 7,733 6.19 % $ 38.65 2020 8,598 7.77 % 29.34 9,055 7.25 % 51.52 2021 6,771 6.12 % 30.16 7,555 6.05 % 27.40 2022 14,931 13.49 % 32.48 5,862 4.69 % 48.02 2023 13,739 12.41 % 30.30 12,147 9.73 % 51.55 2024 13,677 12.36 % 28.71 7,521 6.02 % 42.63 2025 10,649 9.62 % 28.03 26,055 20.86 % 55.54 2026 2,472 2.23 % 30.62 5,185 4.15 % 36.94 2027 13,921 12.58 % 28.20 5,190 4.16 % 40.40 2028 9,824 8.88 % 42.08 9,531 7.63 % 39.50 Thereafter 7,908 7.14 % 43.93 29,067 23.27 % 31.74 Total $ 110,681 100.00% $ 124,901 100.00% (a) Excludes leases with an initial term of 12 months or less HowardHughes.com 214.741.7744 18


 
Acquisition / Disposition Activity Acquisition / Disposition Activity In thousands, except Sq. Ft. / Units / Acres 4Q 2018 Acquisitions Rentable Date Acquired Property % Ownership Location Sq. Ft. / Units / Acres Acquisition Price No acquisition activity in Q4 2018 4Q 2018 Dispositions Rentable Date Sold Property % Ownership Location Sq. Ft. / Units / Acres Sale Price No disposition activity in Q4 2018 HowardHughes.com 214.741.7744 19


 
Master Planned Community Land Master Planned Community Land The Woodlands The Woodlands Hills Bridgeland Summerlin Columbia Total ($ in thousands) Q4 2018 Q4 2017 Q4 2018 Q4 2017 Q4 2018 Q4 2017 Q4 2018 Q4 2017 Q4 2018 Q4 2017 Q4 2018 Q4 2017 Revenues: Residential land sale revenues $ 9,435 $ 13,114 $ 2,079 $ 1,282 $ 17,734 $ 7,341 $ 2,772 $ 35,691 $ — $ — $ 32,020 $ 57,428 Commercial land sale revenues — — — — 422 1,745 2,736 1,591 — 10,300 3,158 13,636 Builder price participation 105 49 21 — 123 102 7,442 8,071 — — 7,691 8,222 Other land sale revenues 1,559 1,274 470 9 78 4,111 3,222 3,152 (412) — 4,917 8,546 Total revenues $ 11,099 $ 14,437 $ 2,570 $ 1,291 $ 18,357 $ 13,299 $ 16,172 $ 48,505 $ (412) $ 10,300 $ 47,786 $ 87,832 Expenses: Cost of sales - residential land $ (4,656) $ (5,715) $ (1,005) $ (672) $ (5,385) $ (2,558) $ (1,615) $ (17,797) $ — $ — $ (12,661) $ (26,742) Cost of sales - commercial land — — — — (106) (437) (1,839) (29) — (5,620) (1,945) (6,086) Real estate taxes (529) (885) 44 (3) (702) (453) (769) (631) (127) 229 (2,083) (1,743) Land sales operations (4,669) (3,408) (777) (247) (1,447) (1,858) (2,479) (2,506) 195 (634) (9,177) (8,653) Depreciation and amortization (34) (30) — — (34) (23) 16 (21) 53 (2) 1 (76) Total Expenses $ (9,888) $ (10,038) $ (1,738) $ (922) $ (7,674) $ (5,329) $ (6,686) $ (20,984) $ 121 $ (6,027) $ (25,865) $ (43,300) Net interest capitalized (expense) (1,191) (1,177) 252 148 3,602 2,896 4,430 4,523 — — 7,093 6,390 Equity in earnings from real estate affiliates — — — — — — 1,603 1,682 — — 1,603 1,682 EBT $ 20 $ 3,222 $ 1,084 $ 517 $ 14,285 $ 10,866 $ 15,519 $ 33,726 $ (291) $ 4,273 $ 30,617 $ 52,604 Key Performance Metrics: Residential Total acres closed in current period 18.6 18.7 7.4 4.1 45.6 20.3 0.7 59.6 — — Price per acre achieved $507 $701 $281 $313 $389 $362 $950 (a) $571 NM NM Avg. gross margins 51.0% 56.0% 52.0% 48.0% 70.0% 65.0% 42.0% 50.0% NM NM Commercial Total acres closed in current period — — — — — 9.0 5.9 5.0 — 10.3 Price per acre achieved NM NM NM NM NM $264 $400 $256 NM $1,000 Avg. gross margins NM NM NM NM 75.0% 75.0% 33.0% 98.0% NM 45.0% Avg. combined before-tax net margins 51.0% 56.0% 52.0% 48.0% 70.0% 67.0% 37.0% 52.0% NM 45.0% Key Valuation Metrics Woodlands The Woodlands Hills Bridgeland Summerlin Columbia Remaining saleable acres Residential 157 (b) 1,392 2,299 3,311 — Commercial 753 171 1,533 831 96 (c) Projected est. % superpads / lot size —% / — —% / — —% / — 88% / 0.25 ac NM Projected est. % single-family detached lots / lot size 62% / 0.31 ac 87% / 0.32 ac 88% / 0.16 ac —% / — NM Projected est. % single-family attached lots / lot size 38% / 0.09 ac 13% / 0.13 ac 11% / 0.12 ac —% / — NM Projected est. % custom homes / lot size —% / — —% / — 1% / 1.0 ac 12% / 0.45 ac NM Estimated builder sale velocity (blended total - TTM) (d) 31 — 51 106 NM Gross margin range (GAAP), net of MUDs (e) 50.7% 51.7% 69.8% 37.3% NM Projected gross margin range (Cash), net of MUDs (e) 99.0% 88.2% 81.8% 73.9% NM Residential sellout / Commercial buildout date estimate Residential 2023 2029 2034 2039 — Commercial 2027 2027 2045 2039 2023 (a) The price per acre achieved for Summerlin residential lots is mostly attributed to custom lots sales, which positively impacted results. (b) The Woodlands Residential reports remaining saleable acres on a gross basis due to potential changes in land usage and the unknown acreage that may be set aside for drainage, parks and roads for undeveloped land. (c) Does not include 31 commercial acres held in the Strategic Development segment in Downtown Columbia. (d) Represents the average monthly builder homes sold over the last twelve months ended December 31, 2018. The Woodlands Hills is excluded because there is no 12 month history of homes sold yet. (e) 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. NM Not meaningful. HowardHughes.com 214.741.7744 20


 
Ward Village Condominiums Ward Village Condominiums Waiea (a) Anaha (b) Ae'o (c) Ke Kilohana (d) 'A'ali'i (e) Total Key Metrics ($ in thousands) Type of building Ultra-Luxury Luxury Upscale Workforce Upscale Number of units 174 317 465 423 750 2,129 Avg. unit Sq. Ft. 2,174 1,417 834 696 518 891 Condo Sq. Ft. 378,238 449,205 388,039 294,273 388,210 1,897,965 Street retail Sq. Ft. 8,200 16,100 68,300 21,900 11,336 125,836 Stabilized retail NOI $ 453 $ 1,152 $ 1,557 $ 1,081 $ 637 $ 4,880 Stabilization year 2017 2019 2019 2020 2022 Development progress ($ in millions) Status Opened Opened Opened Under construction Under construction Start date 2Q14 4Q14 1Q16 4Q16 4Q18 Completion date (actual or est.) Complete Complete Complete 2019 2021 Total development cost $ 452.0 $ 401.3 $ 428.5 $ 218.9 $ 411.8 $ 1,912.5 Cost-to-date 403.4 386.6 380.1 174.7 22.6 1,367.4 Remaining to be funded $ 48.6 $ 14.7 $ 48.4 $ 44.2 $ 389.2 $ 545.1 Financial Summary ($ in thousands, except per sq. ft.) Units closed (through Q4 2018) 165 313 299 — — 777 Units under contract (through Q4 2018) 2 — 162 413 600 1,177 Total % of units closed or under contract 96.0% 98.7% 99.1% 97.6% 80.0% 91.8% Units closed (current quarter) 1 — 299 — — 300 Units under contract (current quarter) — — — 18 36 54 Square footage closed or under contract (total) 347,082 432,453 383,931 286,210 291,809 1,741,485 Total % square footage closed or under contract 91.8% 96.3% 98.9% 97.3% 75.2% 91.8% Target condo profit margin at completion (excl. land cost) — — — — — ~30% Total cash received (closings & deposits) — — — — — $ 1,678,628 Total GAAP revenue recognized — — — — — $ 1,428,165 Expected avg. price per sq. ft. $ 1,900 - 1,950 $ 1,100 - 1,150 $ 1,300 - 1,350 $ 700 - 750 $ 1,300 - 1,350 $ 1,300 - 1,325 Expected construction costs per retail sq. ft. $ — $ — $ — $ — $ — $ ~1,100 Deposit Reconciliation (in thousands) Deposits from sales commitment Spent towards construction $ — $ — $ 68,241 $ 22,900 $ — $ 91,141 Held for future use (f) — — 124,899 1,695 70,197 196,791 Total deposits from sales commitment $ — $ — $ 193,140 $ 24,595 $ 70,197 $ 287,932 (a) We began delivering units at Waiea in November 2016. As of December 31, 2018, we have closed on 165 units. We have two under contract, and seven units remain to be sold. (b) We began delivering units at Anaha in October 2017. As of December 31, 2018, we have closed on 313 units. We have no units under contract, and four units remain to be sold. (c) We began delivering units at Ae'o in November 2018. As of December 31, 2018, we have closed on 299 units. We have 162 units under contract, and four units remain to be sold. (d) Ke Kilohana consists of 375 workforce units and 48 market rate units. As of December 31, 2018, we have entered into contracts for 413 of the units. (e) We broke ground on 'A'ali'i in the fourth quarter of 2018. As of December 31, 2018, we have entered into contracts for 600 of the units. (f) 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 Sold 36 acres for $36 million in total proceeds in 2017. We are assessing our plans for the remaining acres. Previous development plans have been placed on hold as we believe we can allocate capital into core assets and achieve a better risk-adjusted return. 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 Was under contract to sell in separate parcels with the first closing expected in 2019. The purchase contract was canceled 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 December 31, (In thousands) 2018 2017 Fixed-rate debt: Unsecured 5.375% Senior Notes $ 1,000,000 $ 1,000,000 Secured mortgages, notes and loans payable 648,707 499,299 Special Improvement District bonds 15,168 27,576 Variable-rate debt: Mortgages, notes and loans payable, excluding condominium financing (a) 1,454,579 1,317,311 Condominium financing (a) 96,757 33,603 Mortgages, notes and loans payable 3,215,211 2,877,789 Unamortized bond issuance costs (6,096) (6,898) Deferred financing costs (27,902) (12,946) Total mortgages, notes and loans payable, net 3,181,213 2,857,945 Total unconsolidated mortgages, notes and loans payable at pro-rata share 96,185 84,983 Total Debt $ 3,277,398 $ 2,942,928 Net Debt on a Segment Basis, at share as of December 31, 2018 Master Planned Operating Strategic Segment Non- Segment (In thousands) Communities Assets Developments Totals Amounts Total Mortgages, notes and loans payable, excluding condominium financing (a)(b)(c) $ 231,384 $ 1,728,109 $ 242,737 $ 2,202,230 $ 978,411 $ 3,180,641 Condominium financing (a) — — 96,757 96,757 — 96,757 Less: cash and cash equivalents (b) (151,519) (71,124) (32,251) (254,894) (302,301) (557,195) Special Improvement District receivables (18,838) — — (18,838) — (18,838) Municipal Utility District receivables (222,269) — — (222,269) — (222,269) TIF receivable — — (2,470) (2,470) — (2,470) Net Debt $ (161,242) $ 1,656,985 $ 304,773 $ 1,800,516 $ 676,110 $ 2,476,626 Consolidated Debt Maturities and Contractual Obligations by Extended Maturity Date as of December 31, 2018 (c) (In thousands) 2019 2020 2021 2022 2023 Thereafter Total Mortgages, notes and loans payable $ 93,358 $ 357,246 $ 419,697 $ 216,471 $ 696,248 $ 1,432,191 $ 3,215,211 Interest Payments 159,152 150,954 127,939 112,342 96,223 174,401 821,011 Ground lease and other leasing commitments 8,199 7,871 7,380 6,713 8,380 291,611 330,154 Total $ 260,709 $ 516,071 $ 555,016 $ 335,526 $ 800,851 $ 1,898,203 $ 4,366,376 (a) $665.0 million and $428.3 million of variable‑rate debt has been swapped to a fixed-rate for the term of the related debt as of December 31, 2018 and 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) Q4 2018 Principal Contract Interest Interest Rate Current Annual Interest Initial / Extended Asset Balance Rate Hedge Rate Maturity (a) Master Planned Communities The Woodlands Master Credit Facility $ 150,000 L+275 Floating/Cap 5.25% Apr-20 / Apr-21 Bridgeland Credit Facility 65,000 L+315 Floating 5.96% Nov-20 / Nov-22 215,000 Operating Assets Outlet Collection at Riverwalk 47,552 L+250 Floating 5.00% Oct-19 / Oct-20 Three Hughes Landing 55,759 L+260 Floating 5.10% Dec-19 / Dec-20 The Woodlands Resort & Conference Center 62,500 L+325 Floating 5.75% Feb-19 / Feb-21 Downtown Summerlin 266,755 L+215 Floating 4.65% Sep-20 / Sep-21 Two Merriweather 24,000 L+250 Floating 5.00% Oct-20 / Oct-21 HHC 242 Self-Storage 6,604 L+260 Floating 5.10% Oct-19 / Oct-21 HHC 2978 Self-Storage 6,042 L+260 Floating 5.10% Jan-20 / Jan-22 20/25 Waterway Avenue 13,395 4.79% Fixed 4.79% May-22 Millennium Waterway Apartments 54,083 3.75% Fixed 3.75% Jun-22 Aristocrat 21,296 P + 40 Floating 5.90% Oct-22 Two Summerlin 14,431 P + 40 Floating 5.90% Oct-22 Lake Woodlands Crossing Retail 9,539 L+180 Floating 4.30% Jan-23 Lakefront North 21,120 L+200 Floating 4.50% Dec-22 / Dec-23 Senior Secured Credit Facility 615,000 4.61% Floating/Swap 4.61% (b) Sep-23 9303 New Trails 11,610 4.88% Fixed 4.88% Dec-23 4 Waterway Square 33,998 4.88% Fixed 4.88% Dec-23 3831 Technology Forest Drive 21,571 4.50% Fixed 4.50% Mar-26 Kewalo Basin Harbor 3,499 L+275 Floating 5.25% Sep-27 Millennium Six Pines Apartments 42,500 3.39% Fixed 3.39% Aug-28 3 Waterway Square 49,013 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 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 1,633,907 HowardHughes.com 214.741.7744 24


 
Property-Level Debt (con't) (Dollars in thousands) Q4 2018 Principal Contract Interest Interest Rate Current Annual Interest Initial / Extended Asset Balance Rate Hedge Rate Maturity (a) Strategic Developments 250 Water Street $ 129,723 6.00% Fixed 6.00% Dec-18 / Jun-20 Ke Kilohana 96,757 L+325 Floating 5.75% Dec-19 / Dec-20 100 Fellowship Drive 35,481 L+150 Floating 4.00% May-22 Lakeside Row (c) — L+225 Floating 4.75% Jul-22 / Jul-23 110 North Wacker 50,000 L+300 Floating/Collar 5.50% Apr-22 / Apr-24 6100 Merriweather (d) — L+275 Floating 5.25% Sep-22 / Sep-24 Columbia Multifamily — L+275 Floating 5.25% Sep-22 / Sep-24 Tanager Apartments (e) — L+225 Floating 4.75% Oct-21 / Oct-24 Summerlin Ballpark 26,766 4.92% Fixed 4.92% Dec-39 338,727 Total (f) $ 2,187,634 (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 Bridgeland Apartments. (d) Formerly known as Three Merriweather. (e) Formerly known as Downtown Summerlin Apartments. (f) 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 ($ in thousands) Future Cash Payments Pro-Rata Three months ended Year Ended Year Ending December 31, Ground Leased Asset Share Expiration Date 12/31/2018 12/31/2018 2019 Thereafter Total Riverwalk (a) 100% 2045-2046 $ 631 $ 2,464 $ 2,131 $ 57,455 $ 59,586 Seaport 100% 2031 (b) 403 1,593 1,638 204,265 205,903 Kewalo Basin Harbor 100% 2049 75 300 300 8,900 9,200 $ 1,109 $ 4,357 $ 4,069 $ 270,620 $ 274,689 (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 December 31, 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 net operating income ("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 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) Q4 2018 Q3 2018 Q2 2018 Q1 2018 Q4 2017 FY 2018 FY 2017 Total Operating Assets segment EBT (a) $ (14,920) $ (9,415) $ 4,715 $ 7,269 $ (11,834) $ (12,351) $ (23,713) Depreciation and amortization 34,386 28,329 25,688 25,173 33,503 113,576 122,421 Interest expense (income), net 18,665 18,891 17,308 16,687 15,580 71,551 61,584 Equity in earnings (loss) from real estate and other affiliates (473) 529 1,001 (2,586) 472 (1,529) (3,267) Straight-line rent amortization (3,205) (3,632) (2,867) (3,052) (2,801) (12,756) (7,999) Other 4,055 3,098 (324) 46 492 6,875 890 Total Operating Assets NOI - Consolidated 38,508 37,800 45,521 43,537 35,412 165,366 149,916 Redevelopments 110 North Wacker 513 — — — — 513 — Total Operating Asset Redevelopments NOI 513 — — — — 513 — Dispositions Cottonwood Square 11 — — — (250) 11 (750) Park West — — — — (1) — 60 Total Operating Asset Dispositions NOI 11 — — — (251) 11 (690) Consolidated Operating Assets NOI excluding properties sold or in redevelopment 39,032 37,800 45,521 43,537 35,161 165,890 149,226 Company's Share NOI - Equity investees 1,818 891 664 575 1,084 3,948 4,401 Distributions from Summerlin Hospital Investment — — — 3,435 — 3,435 3,383 Total NOI $ 40,850 $ 38,691 $ 46,185 $ 47,547 $ 36,245 $ 173,273 $ 157,010 (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 December 31, Year Ended December 31, (In thousands) 2018 2017 2018 2017 Total residential land sales closed in period $ 30,197 $ 55,759 $ 235,013 $ 189,017 Total commercial land sales closed in period 2,356 13,955 5,116 18,254 Net recognized (deferred) revenue: Bridgeland 422 (634) 553 6,722 Summerlin 1,817 (2,270) 7,049 20,063 Total net recognized (deferred) revenue 2,239 (2,904) 7,602 26,785 Special Improvement District bond revenue 385 4,254 14,174 14,539 Total land sales revenue - GAAP basis $ 35,177 $ 71,064 $ 261,905 $ 248,595 Reconciliation of MPC segment EBT to MPC Net Contribution Three Months Ended December 31, Year Ended December 31, (In thousands) 2018 2017 2018 2017 MPC segment EBT $ 30,617 $ 52,604 $ 202,955 $ 190,351 Plus: Cost of sales - land 14,605 32,828 124,214 121,116 Depreciation and amortization 2 (76) 243 323 MUD and SID bonds collections, net 42,753 54,551 37,401 56,509 Distributions from Real Estate and Other Affiliates 6,330 10,000 10,000 10,000 Less: MPC development expenditures (55,899) (46,924) (195,504) (193,087) MPC land acquisitions (5,262) (3,001) (8,826) (4,391) Equity in earnings in Real Estate and Other Affiliates (1,602) (1,682) (36,284) (23,234) MPC Net Contribution $ 31,544 $ 98,300 $ 134,199 $ 157,587 Reconciliation of Segment EBTs to Net Income Three Months Ended December 31, Year Ended December 31, (In thousands) 2018 2017 2018 2017 MPC segment EBT $ 30,617 $ 52,604 $ 202,955 $ 190,351 Operating Assets segment EBT (14,920) (11,884) (12,351) (23,713) Strategic Developments segment EBT 90,224 56,850 91,786 186,517 Corporate and other items (58,133) (27,889) (209,172) (232,333) Income before taxes 47,788 69,681 73,218 120,822 (Provision) benefit for income taxes (9,864) 77,647 (15,492) 45,801 Net income 37,924 147,328 57,726 166,623 Net (income) loss attributable to noncontrolling interests (663) 1,793 (714) 1,781 Net income attributable to common stockholders $ 37,261 $ 149,121 $ 57,012 $ 168,404 HowardHughes.com 214.741.7744 29


 
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