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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): May 6, 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
 
 
 

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class:
 
Trading Symbol(s)
 
Name of each exchange on which registered:
Common stock, $0.01 par value per share
 
HHC
 
New York Stock Exchange
 
 
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 May 6, 2019, The Howard Hughes Corporation (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2019. 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 May 6, 2019, the Company issued supplemental information for the first quarter ended March 31, 2019. 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:  May 6, 2019



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1
    
397819730_hhclogoa08.gif
PRESS RELEASE
Contact Information:
David R. O’Reilly
Chief Financial Officer
(214) 741-7744    
David.OReilly@howardhughes.com

The Howard Hughes Corporation® Reports First Quarter 2019 Results
Sold 330 condominium units in addition to increasing Operating Assets NOI by 9%

Dallas, TX, May 6, 2019The Howard Hughes Corporation® (NYSE: HHC) (the “Company” or "HHC") announced today operating results for the first quarter ended March 31, 2019. 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.

First Quarter 2019 Highlights

Net income attributable to common stockholders increased to $31.8 million, or $0.74 per diluted share, for the three months ended March 31, 2019, as compared to $1.5 million, or $0.03 per diluted share, for the three months ended March 31, 2018. This increase was primarily driven by increased Condominium rights and unit sales, net, due to closings of 161 units at Ae‘o, partially offset by higher operating expenses at the Seaport District.
Total net operating income ("NOI") from the Operating Assets segment, including our share of NOI from equity investments, was $51.4 million for the three months ended March 31, 2019, an increase of $4.4 million, or 9.4%, compared to $47.0 million for the prior year period, primarily the result of continued stabilization of existing assets within our retail and office properties and NOI generated from assets placed in service subsequent to the first quarter of 2018.
Increased projected stabilized NOI by commencing construction of 8770 New Trails, our latest build-to-suit office project in The Woodlands that is 100% pre-leased to Alight Solutions. The project is anticipated to generate a 10.0% stabilized yield on development costs, excluding land, of $46.0 million.
Master Planned Communities ("MPC") segment earnings before tax ("EBT") was $37.6 million for the three months ended March 31, 2019, an increase of $0.8 million, or 2.1%, compared to the three months ended March 31, 2018. The increase was driven by a 20-acre superpad sale at Summerlin for $13.1 million, which yielded an average gross margin of 72.1%.
Achieved a residential price per acre of $712,000 in Summerlin, an increase of $65,000 per acre, or 10.0%, from the prior year, largely due to custom lot sales and the superpad sale mentioned above.
Contracted to sell 330 condominiums at Ward Village in the first quarter of 2019, including 314 at Kô‘ula, our newest building that began public sales in January 2019. The exceptional pace of pre-sales at Kô‘ula has resulted in the project being approximately 55.6% pre-sold in less than 3 months. Since launching pre-sales on our first buildings in January 2014, we have sold 2,284 residential units at six towers in Ward Village, bringing the total percentage sold in the six towers to 84.7% and delivering total contracted sales revenue of approximately $2.6 billion.
Signed two major leases at 110 North Wacker, one for two of three penthouse floors to a subsidiary of Regus, which will be a cosmopolitan members' club for professionals, and the other to Morgan Lewis & Bockius LLP, an international law firm, bringing the building to 50% pre-leased and locking in the construction loan borrowing rate of LIBOR plus 3.00%.

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The Rooftop at Pier 17® at the Seaport District was named "Best New Concert Venue in North America" for 2018 at the 30th Annual Pollstar Awards.
Completed our first season of the Pier 17 Winterland, in which we attracted 28,000 skaters to New York's only outdoor rooftop ice rink.
Unveiled Las Vegas Ballpark®, southern Nevada’s newest professional sports venue in Downtown Summerlin, at the season opener of the Las Vegas Aviators®, the Triple A affiliate of Major League Baseball's Oakland Athletics, to a sold-out crowd of 10,000 fans.
Moved the Seaport District out of the Operating Assets and Strategic Development segments and into a stand-alone segment for disclosure purposes. As a result, the Seaport District's results are not included in Operating Assets NOI nor its projected stabilized NOI target.

Highlights of our results for the three months ended March 31, 2019 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 in tracking our progress towards net asset value creation.
 
 
Three Months Ended March 31,
 
 
 
 
($ in thousands)
 
2019
 
2018
 
Change
 
% Change
Operating Assets NOI
 
 
 
 
 
 
 
 
Office
 
$
18,962

 
$
15,862

 
$
3,099

 
20
 %
Retail
 
16,245

 
15,456

 
789

 
5
 %
Multi-family
 
4,361

 
4,159

 
203

 
5
 %
Hospitality
 
7,858

 
7,871

 
(13
)
 
 %
Other
 
(1,073
)
 
(328
)
 
(745
)
 
(227
)%
Company's share NOI (a)
 
5,089

 
4,021

 
1,068

 
27
 %
Total Operating Assets NOI (b)
 
$
51,442

 
$
47,041

 
$
4,401

 
9
 %
 
 
 
 
 
 
 
 
 
MPC
 
 
 
 
 
 
 
 
Acres Sold - Residential
 
77

 
78

 
(1
)
 
(1
)%
Acres Sold - Commercial
 

 

 

 
 %
Price Per Acre - Residential
 
$
498

 
$
496

 
$
2

 
 %
Price Per Acre - Commercial
 
$

 
$

 
$

 
 %
MPC EBT
 
$
37,597

 
$
36,839

 
$
758

 
2
 %
 
 
 
 
 
 
 
 
 
Seaport District NOI
 
 
 
 
 
 
 
 
Historic District & Pier 17 - Landlord
 
$
(1,718
)
 
$
(518
)
 
$
(1,200
)
 
(231
)%
Multi-Family
 
81

 
105

 
(24
)
 
(23
)%
Hospitality
 
15

 

 
15

 
100
 %
Historic District & Pier 17 - Managed Businesses
 
(2,634
)
 

 
(2,634
)
 
(100
)%
Tin Building - Managed Businesses
 

 

 

 
 %
Events, Sponsorships & Catering Business
 
290

 
930

 
(640
)
 
(69
)%
Company's share NOI (a)
 
(195
)
 

 
(195
)
 
(100
)%
Total Seaport District NOI
 
$
(4,161
)
 
$
517

 
$
(4,677
)
 
(904
)%
 
 
 
 
 
 
 
 
 
Strategic Developments
 
 
 
 
 
 
 
 
Condominium units contracted to sell (c)
 
16

 
35

 
(19
)
 
(54.3
)%
Projected stabilized NOI Operating Assets ($ in millions)
 
$
320.9

 
$
289.1

 
$
31.8

 
11.0
 %
Projected stabilized NOI Seaport District ($ in millions)
 
$43.0 - $58.0

 
$43.0 - $58.0

 
$

 
 %
 
(a)
Includes Company's share of NOI from non-consolidated assets.
(b)
Excludes properties sold or in redevelopment.
(c)
Includes units at our buildings that are open or under construction as of March 31, 2019. Excludes units at Kô‘ula, our newest building that began public sales in January 2019.

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"We had an outstanding first quarter that illustrates HHC's strong fundamentals across our core business segments. Beginning with Ward Village in Honolulu, we sold 314 units at Kô‘ula, bringing our newest building to 56% pre-sold in under three months, accompanied by 161 closings at Ae‘o, which opened last quarter. We grew our recurring Operating Asset NOI by more than 9% year over year, translating to an annual run rate of $199 million, while continuing to raise our stabilized NOI target to $321 million with a new build-to-suit in The Woodlands. We also celebrated a number of key milestones, signing two major leases at 110 North Wacker to bring the building to 50% pre-leased and opening Las Vegas Ballpark in the heart of Downtown Summerlin, which has helped drive commercial demand in the community. At the Seaport District, we completed the winter season with stronger than expected traffic to the Pier Winterland and announced our dynamic lineup for the 2019 summer concert series at the Pier 17 rooftop. Additionally, we will be opening several restaurants in the Pier Village this summer including Jean-Georges’ seafood restaurant, The Fulton, that is opening later this month and will be an important addition to the district along with Momofuku and Malibu Farm that will follow this summer as we continue the Seaport’s transformation."
"Finally, we had another robust quarter of land sales in our MPCs, demonstrating the continued resiliency of our small cities and the strong underlying demand for homes in our communities that are located in markets with no state income tax and favorable affordability compared to many other parts of the country,” said David R. Weinreb, Chief Executive Officer.

Financial Results

Net income attributable to common stockholders increased to $31.8 million, or $0.74 per diluted share, for the three months ended March 31, 2019, compared to $1.5 million, or $0.03 per diluted share, for the three months ended March 31, 2018. The increase was primarily due to higher Condominium rights and unit sales, net driven by closings at Ae‘o, which continued in the first quarter of 2019, partially offset by higher operating expenses at the Seaport District. The higher operating expenses at the Seaport District are due to start-up costs associated with opening new businesses.
    
These factors also impacted our Funds from operations ("FFO"), Core FFO and Adjusted FFO ("AFFO") discussed below.
 
 
Three Months Ended March 31,
(In thousands, except share amounts)
 
2019
 
2018
Net income attributable to common stockholders
 
$
31,821

 
$
1,474

Basic income per share
 
$
0.74

 
$
0.03

Diluted income per share
 
$
0.74

 
$
0.03

 
 
 
 
 
Funds from operations
 
$
68,275

 
$
30,097

FFO per weighted average diluted share
 
$
1.58

 
$
0.69

 
 
 
 
 
Core FFO
 
$
87,725

 
$
43,854

Core FFO per weighted average diluted share
 
$
2.03

 
$
1.01

 
 
 
 
 
AFFO
 
$
86,265

 
$
38,923

AFFO per weighted average diluted share
 
$
1.99

 
$
0.90


FFO for the three months ended March 31, 2019 increased $38.2 million, or $0.89 per diluted share, compared to the same period in 2018. As noted above, the increase for the three months ended March 31, 2019 was attributable to the increase in Condominium rights and unit sales, net due to Ae‘o closings in the first quarter of 2019, partially offset by higher operating expenses at the Seaport District.

Core FFO for the three months ended March 31, 2019 increased $43.9 million, or $1.02 per diluted share, compared to the same period in 2018. The increase is primarily attributable to the factors discussed in the FFO section above, as well as a higher Deferred income tax expense, partially offset by lower Other non-recurring expenses.


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AFFO, our Core FFO adjusted to exclude recurring capital improvements and leasing commissions, increased $47.3 million, or $1.09 per diluted share, for the three months ended March 31, 2019 compared to the same period in 2018 primarily due to the items mentioned in the FFO and Core FFO discussions above. Please reference FFO, Core FFO and AFFO as defined and reconciled to the closest GAAP measure in the Appendix to this release and the reasons why we believe these non-GAAP measures are meaningful to investors and a better indication of our overall performance.

Business Segment Operating Results

Operating Assets

In our Operating Assets segment, we increased NOI, including our share of NOI from equity investees and excluding properties sold or in redevelopment, by $4.4 million or 9.4%, to $51.4 million in the three months ended March 31, 2019, compared to the same period in 2018. This increase is primarily driven by increases of $3.1 million and $0.8 million in NOI at our office and retail properties, respectively, mainly as a result of continued stabilization of existing assets within these categories, as well as NOI generated from assets placed in service subsequent to the first quarter of 2018.

Master Planned Communities

Our MPC revenues fluctuate each quarter given the nature of development and sale of land in these large scale, long-term communities. As a result of this fluctuation, we believe full year results are a better measurement of performance than quarterly results. We also use residential home sales as a leading indicator of continued demand from homebuilders in our communities. We are continuing to see strong demand for our land from homebuilders and do not presently expect a material slowdown in the pace of residential land sales for the remainder of 2019.

During the three months ended March 31, 2019, our MPC segment EBT was $37.6 million compared to $36.8 million during the same period of 2018, an increase of 2.1%. The increase was primarily driven by a 20-acre superpad sale at Summerlin for $13.1 million. Due to relatively low costs to develop the superpad approximately 10 years ago, the sale yielded an average gross margin of 72.1%. The higher margin contributed to an increase in segment EBT despite overall fewer acres sold in Summerlin relative to the prior year period. Summerlin achieved a residential price per acre of $712,000, an increase of $65,000 per acre from the prior year, largely due to custom lot sales. The fluctuation in Summerlin’s first quarter results is typical for the MPC segment and not representative of our expectations for the year. We expect that the full year land sales in Summerlin, in terms of acres, price per acre and margin, will be largely consistent with our results over the past few years. At Bridgeland, land sales revenues increased $6.3 million due to continued robust sales of single-family lots as a result of 88 more lot sales in the current period. In Bridgeland, we also achieved a residential price per acre of $381,000 during the quarter, an increase of $12,000 per acre over the prior year. Our MPC segment EBT was also positively impacted by increased lots sales at The Woodlands which sold 81 lots in the period, an increase of 48 lots over the prior period.

Bridgeland continues to see strong home sales, increasing 24.8% over prior year. We believe that this acceleration is due to Bridgeland’s maturation as a master planned community and its thoughtful approach to conservation, recreation and transportation. In addition, it is in the path of growth and has excellent access, schools and amenities. While home sales decreased 26.0% in Summerlin for the three months ended March 31, 2019 compared to the previous year, home sales at Summerlin have increased 31.3% over the fourth quarter of 2018. 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. The following summarizes home sales in our MPCs during the three months ended March 31, 2019.


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Net New Home Sales
 
 
Three Months Ended March 31,
 
 
 
 
 
 
2019
 
2018
 
Change
 
% Change
The Woodlands
 
87

 
87

 

 
 %
The Woodlands Hills
 
32

 
N/A

 
N/A

 
N/A

Bridgeland
 
136

 
109

 
27

 
24.8
 %
Summerlin
 
302

 
408

 
(106
)
 
(26.0
)%
Total
 
557

 
604

 
(47
)
 
(7.8
)%

The Seaport District

In the Seaport District, we celebrated the openings of new businesses, including Seaport News, Fellow Barber and the catering kitchen that will service Pier 17. We also unveiled the initial lineup for our second annual Summer Concert Series on The Rooftop at Pier 17. The full artist lineup includes a diverse roster of A-list talent from various genres. Finally, we received the award for "Best New Concert Venue in North America" for The Rooftop at Pier 17 at the 30th Annual Pollstar Awards.

Seaport District segment revenues increased by $3.5 million to $7.0 million in the three months ended March 31, 2019 compared to the same period in 2018. The increase is primarily due to new business openings such as 10 Corso Como Retail and Café, SJP by Sarah Jessica Parker, and Cynthia Rowley along with our Winterland skating and bar. ESPN also moved in and began broadcasting from its studio at Pier 17 during 2018. The sequential decline in revenues relative to the past few quarters is expected as the first quarter is typically the slowest quarter of the year with no concerts or Heineken Riverdeck and fewer special events.

In the Seaport District segment, NOI, including our share of NOI from equity investees, decreased by $4.7 million to a net operating loss of $4.2 million in the three months ended March 31, 2019 compared to the same period in 2018. This decrease was driven by continued investment in the development of the Seaport District, particularly as it relates to funding start-up costs related to the retail, food and beverage and other operating businesses. Decreases of $1.2 million and $2.6 million in our landlord operations and managed businesses, respectively, were primary contributors to the decrease in NOI. Our landlord operations business represents physical real estate developed, owned and leased to third parties by HHC. We expect to continue to incur operating expenses in excess of rental revenues while the remaining available space is in lease-up. Our operating businesses include retail and food and beverage entities that we operate and own, either directly, through license agreements or in joint ventures, and we expect to incur operating losses for these entities until the Seaport District reaches its critical mass of offerings. We project to achieve stabilization at the Seaport District in 2022.

Strategic Developments

In our Strategic Developments segment, we experienced another strong quarter, including robust sales of condominium units at our latest building, Kô‘ula. Kô‘ula, which launched public sales in January 2019, was approximately 55.6% pre-sold as of March 31, 2019 and 58.6% pre-sold as of April 30, 2019. We have also maintained sales momentum at ‘A‘ali‘i, which was approximately 81.1% pre-sold as of March 31, 2019. Our sales continue to support our ability to maintain a 30% blended profit margin, excluding land, across Ward Village. We feel that the rapid pace of pre-sales of our condominium units indicates that we have found a compelling combination of product and price for today's market. 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 preliminarily exploring bringing additional buildings to market for pre-sale.

We also increased our projected annual stabilized NOI target, excluding the Seaport District, by $5.0 million to $320.9 million as of March 31, 2019. This increase is primarily attributable to the commencement of construction of 8770 New Trails, our latest build-to-suit office project in The Woodlands that is 100% pre-leased to Alight Solutions. This

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increase was partially offset by moving approximately $1.9 million of projected annual stabilized NOI related to 85 South Street and our share of Mr. C Seaport into the Seaport District segment.

Segment EBT increased $54.4 million for the three months ended March 31, 2019 primarily due to increased Condominium rights and unit sales, net driven by closings at Ae‘o, which continued in the first quarter of 2019. We reported revenues of $198.3 million from condominium rights and unit sales for homes that actually closed escrow at our three delivered buildings (Waiea, Anaha and Ae‘o) in Ward Village compared to $10.8 million for the prior period.

Balance Sheet First Quarter Activity and Subsequent Events

On April 9, 2019, the Company modified the HHC 242 Self-Storage and HHC 2978 Self-Storage facilities to reduce the total commitments to $5.5 million and $5.4 million, respectively. The loans have an initial maturity date of December 31, 2021 and a one-year extension option.

On March 12, 2019, the Company closed on an $18.0 million construction loan for Creekside Park West, bearing interest at one-month LIBOR plus 2.25% with an initial maturity date of March 12, 2023 and a one-year extension option.

On February 28, 2019, the Company amended the $62.5 million Woodlands Resort & Conference Center financing to extend the initial maturity date to December 30, 2021. The financing bears interest at one-month LIBOR plus 2.50% and has two, one-year extension options.

As of March 31, 2019, our total consolidated debt equaled approximately 43.7% of our total assets and our leverage ratio (debt to enterprise value, as defined in the Supplemental Information) was 42.2%. 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 March 31, 2019, we had $452.9 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.
 
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, Seaport District 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.


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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.


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THE HOWARD HUGHES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
 
 
Three Months Ended March 31,
(In thousands, except per share amounts)
 
2019
 
2018
Revenues:
 
 

 
 

Condominium rights and unit sales
 
$
198,310

 
$
10,837

Master Planned Communities land sales
 
41,312

 
46,565

Minimum rents
 
54,086

 
49,395

Tenant recoveries
 
13,508

 
12,760

Hospitality revenues
 
22,929

 
23,061

Builder price participation
 
5,195

 
5,081

Other land revenues
 
4,729

 
4,131

Other rental and property revenues
 
13,821

 
9,849

Total revenues
 
353,890

 
161,679

 
 
 
 
 
Expenses:
 
 
 
 
Condominium rights and unit cost of sales
 
137,694

 
6,729

Master Planned Communities cost of sales
 
16,818

 
26,043

Master Planned Communities operations
 
11,695

 
10,325

Other property operating costs
 
37,264

 
23,175

Rental property real estate taxes
 
9,831

 
8,127

Rental property maintenance costs
 
4,177

 
3,197

Hospitality operating costs
 
15,623

 
15,567

(Recovery) provision for doubtful accounts
 
(2
)
 
776

Demolition costs
 
49

 
6,671

Development-related marketing costs
 
5,702

 
6,078

General and administrative
 
25,332

 
24,264

Depreciation and amortization
 
36,131

 
28,188

Total expenses
 
300,314

 
159,140

 
 
 
 
 
Other:
 
 
 
 
Loss on sale or disposal of real estate
 
(6
)
 

Other income, net
 
173

 

Total other
 
167

 

 
 
 
 
 
Operating income
 
53,743

 
2,539

 
 
 
 
 
Interest income
 
2,573

 
2,076

Interest expense
 
(23,326
)
 
(16,609
)
Equity in earnings from real estate and other affiliates
 
9,951

 
14,386

Income before taxes
 
42,941

 
2,392

Provision for income taxes
 
11,016

 
558

Net income
 
31,925

 
1,834

Net income attributable to noncontrolling interests
 
(104
)
 
(360
)
Net income attributable to common stockholders
 
$
31,821

 
$
1,474

 
 
 
 
 
Basic income per share:
 
$
0.74

 
$
0.03

 
 
 
 
 
Diluted income per share:
 
$
0.74

 
$
0.03



8



THE HOWARD HUGHES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
 
 
March 31,
 
December 31,
(In thousands, except par values and share amounts)
 
2019
 
2018
Assets:
 
 
 
 
Investment in real estate:
 
 
 
 
Master Planned Communities assets
 
$
1,665,037

 
$
1,642,660

Buildings and equipment
 
3,082,749

 
2,932,963

Less: accumulated depreciation
 
(410,315
)
 
(380,892
)
Land
 
303,384

 
297,596

Developments
 
1,384,212

 
1,290,068

Net property and equipment
 
6,025,067

 
5,782,395

Investment in real estate and other affiliates
 
106,800

 
102,287

Net investment in real estate
 
6,131,867

 
5,884,682

Cash and cash equivalents
 
452,908

 
499,676

Restricted cash
 
134,398

 
224,539

Accounts receivable, net
 
16,030

 
12,589

Municipal Utility District receivables, net
 
246,231

 
222,269

Notes receivable, net
 
4,723

 
4,694

Deferred expenses, net
 
104,101

 
95,714

Operating lease right-of-use assets, net
 
72,105

 

Prepaid expenses and other assets, net
 
253,644

 
411,636

Total assets
 
$
7,416,007

 
$
7,355,799

 
 
 
 
 
Liabilities:
 
 
 
 
Mortgages, notes and loans payable, net
 
$
3,241,985

 
$
3,181,213

Operating lease obligations
 
71,888

 

Deferred tax liabilities
 
165,690

 
157,188

Accounts payable and accrued expenses
 
628,971

 
779,272

Total liabilities
 
4,108,534

 
4,117,673

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

 

Common stock: $.01 par value; 150,000,000 shares authorized, 43,659,708 shares issued and 43,139,859 outstanding as of March 31, 2019 and 43,511,473 shares issued and 42,991,624 outstanding as of December 31, 2018
 
437

 
436

Additional paid-in capital
 
3,325,499

 
3,322,433

Accumulated deficit
 
(88,520
)
 
(120,341
)
Accumulated other comprehensive loss
 
(14,759
)
 
(8,126
)
Treasury stock, at cost, 519,849 shares as of March 31, 2019 and December 31, 2018
 
(62,190)

 
(62,190)

Total stockholders' equity
 
3,160,467

 
3,132,212

Noncontrolling interests
 
147,006

 
105,914

Total equity
 
3,307,473

 
3,238,126

Total liabilities and equity
 
$
7,416,007

 
$
7,355,799




9



Appendix – Reconciliations of Non-GAAP Measures

As of and for the Three Months Ended March 31, 2019

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 four segments, Operating Assets, MPC, Seaport District and Strategic Developments, being managed separately, we use different operating measures to assess operating results and allocate resources among these four 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.

Effective January 1, 2019, the Company moved the Seaport District out of the Operating Assets and Strategic Development segments and into a stand-alone segment for disclosure purposes. As applicable, we have adjusted our performance measures in all periods reported to reflect this change.

 
 
Three Months Ended March 31,
 
 
(In thousands)
 
2019
 
2018
 
$ Change
Operating Assets Segment EBT
 
 
 
 
 
 
Total revenues
 
$
91,953

 
$
87,747

 
$
4,206

Total operating expenses
 
42,912

 
42,011

 
(901
)
Segment operating income
 
49,041

 
45,736

 
3,305

Depreciation and amortization
 
27,108

 
23,360

 
(3,748
)
Interest expense, net
 
18,991

 
16,687

 
(2,304
)
Other income, net
 
(35
)
 
(93
)
 
(58
)
Equity in earnings from real estate and other affiliates
 
(2,709
)
 
(2,583
)
 
126

Segment EBT
 
5,686

 
8,365

 
(2,679
)
 
 
 
 
 
 
 
MPC Segment EBT
 
 
 
 
 
 
Total revenues
 
50,896

 
55,765

 
(4,869
)
Total operating expenses
 
28,514

 
36,368

 
7,854

Segment operating income
 
22,382

 
19,397

 
2,985

Depreciation and amortization
 
160

 
81

 
(79
)
Interest income, net
 
(7,543
)
 
(6,392
)
 
1,151

Other loss, net
 
5

 

 
(5
)
Equity in earnings from real estate and other affiliates
 
(7,837
)
 
(11,128
)
 
(3,291
)
Segment EBT
 
37,597

 
36,836

 
761

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

10



 
 
Three Months Ended March 31,
 
 
(In thousands)
 
2019
 
2018
 
$ Change
Seaport District Segment EBT
 
 
 
 
 
 
Total revenues
 
7,030

 
3,511

 
3,519

Total operating expenses
 
14,433

 
3,535

 
(10,898
)
Segment operating income
 
(7,403
)
 
(24
)
 
(7,379
)
Depreciation and amortization
 
6,193

 
2,244

 
(3,949
)
Interest expense (income), net
 
1,532

 
(3,717
)
 
(5,249
)
Other loss, net
 
86

 

 
(86
)
Equity in losses from real estate and other affiliates
 
632

 

 
(632
)
Loss on sale or disposal of real estate
 
6

 

 
(6
)
Segment EBT
 
(15,852
)
 
1,449

 
(17,301
)
 
 
 
 
 
 
 
Strategic Developments Segment EBT
 
 
 
 
 
 
Total revenues
 
204,011

 
14,656

 
189,355

Total operating expenses
 
146,303

 
12,027

 
(134,276
)
Segment operating income
 
57,708

 
2,629

 
55,079

Depreciation and amortization
 
1,056

 
1,065

 
9

Interest income, net
 
(3,262
)
 
(3,807
)
 
(545
)
Other income, net
 
(695
)
 
(209
)
 
486

Equity in earnings from real estate and other affiliates
 
(37
)
 
(672
)
 
(635
)
Segment EBT
 
60,646

 
6,252

 
54,394

 
 
 
 
 
 
 
Consolidated Segment EBT
 
 
 
 
 
 
Total revenues
 
353,890

 
161,679

 
192,211

Total operating expenses
 
232,162

 
93,941

 
(138,221
)
Segment operating income
 
121,728

 
67,738

 
53,990

Depreciation and amortization
 
34,517

 
26,750

 
(7,767
)
Interest loss, net
 
9,718

 
2,771

 
(6,947
)
Other income, net
 
(639
)
 
(302
)
 
337

Equity in earnings from real estate and other affiliates
 
(9,951
)
 
(14,383
)
 
(4,432
)
Loss on sale or disposal of real estate
 
6

 

 
(6
)
Consolidated segment EBT
 
88,077

 
52,902

 
35,175

 
 
 
 
 
 
 
Corporate expenses and other items
 
56,152

 
51,068

 
(5,084
)
Net income
 
31,925

 
1,834

 
30,091

Net income attributable to noncontrolling interests
 
(104
)
 
(360
)
 
(256
)
Net income attributable to common stockholders
 
$
31,821

 
$
1,474

 
$
30,347


NOI

We believe that NOI is a useful supplemental measure of the performance of our Operating Assets and Seaport District 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, other (loss) income, 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

11



to investors about the performance of our Operating Assets and Seaport District 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 EBT to NOI for Operating Assets and Seaport District has been presented in the tables below.
 
 
Three Months Ended March 31,
 
 
(Unaudited)
(In thousands)
 
2019
 
2018
Total Operating Assets segment EBT (a)
 
$
5,686

 
$
8,365

 
 
 
 
 
Add back:
 
 
 
 
Depreciation and amortization
 
27,108

 
23,360

Interest expense, net
 
18,991

 
16,687

Equity in (earnings) loss from real estate and other affiliates
 
(2,709
)
 
(2,583
)
Straight-line rent amortization
 
(2,845
)
 
(3,122
)
Other
 
122

 
313

Total Operating Assets NOI - Consolidated
 
46,353

 
43,020

 
 
 
 
 
Dispositions
 
 
 
 
Cottonwood Square
 

 
11

Total Operating Asset Dispositions NOI
 

 
11

 
 
 
 
 
Consolidated Operating Assets NOI excluding properties sold or in redevelopment
 
$
46,353

 
$
43,031

 
 
 
 
 
Company's Share NOI - Equity investees
 
1,464

 
575

 
 
 
 
 
Distributions from Summerlin Hospital Investment
 
3,625

 
3,435

 
 
 
 
 
Total Operating Assets NOI
 
$
51,442

 
$
47,041


(a) EBT excludes corporate expenses and other items that are not allocable to the segments.


12



 
 
Three Months Ended March 31,
 
 
(Unaudited)
(In thousands)
 
2019
 
2018
Total Seaport District segment EBT (a)
 
$
(15,852
)
 
$
1,449

 
 
 
 
 
Add back:
 
 
 
 
Depreciation and amortization
 
6,193

 
2,244

Interest expense (income), net
 
1,532

 
(3,717
)
Equity in (earnings) loss from real estate and other affiliates
 
632

 

Straight-line rent amortization
 
755

 
(182
)
Loss on sale or disposal of real estate
 
6

 

Other - Development related
 
2,768

 
723

Total Seaport District NOI - Consolidated
 
(3,966
)
 
517

 
 
 
 
 
Company's Share NOI - Equity investees
 
(195
)
 

 
 
 
 
 
Total Seaport District NOI
 
$
(4,161
)
 
$
517

 
(a) EBT excludes corporate expenses and other items that are not allocable to the segments.

FFO, Core FFO and AFFO

FFO is defined by the National Association of Real Estate Investment Trusts ("NAREIT") as net income calculated in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and impairment charges (which we believe are not indicative of the performance of our operating portfolio). We calculate FFO in accordance with NAREIT’s definition. Since FFO excludes depreciation and amortization, gains and losses from depreciable property dispositions and impairments, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in land sales prices, occupancy rates, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Core FFO is calculated by adjusting FFO to exclude the impact of certain non-cash and/or nonrecurring income and expense items, as set forth in the calculation below. These items can vary greatly from period to period, depending upon the volume of our acquisition activity and debt retirements, among other factors. We believe that by excluding these items, Core FFO serves as a useful, supplementary measure of the ongoing operating performance of our core operations, and we believe it is used by investors in a similar manner. Finally, AFFO adjusts our Core FFO operating measure to deduct cash spent on recurring tenant improvements and capital expenditures of a routine nature as well as leasing commissions to present an adjusted measure of Core FFO. Core FFO and AFFO are non-GAAP and non-standardized measures and may be calculated differently by other peer companies.

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

13



 
 
Three Months Ended March 31,
 
Year Ended December 31,
 
 
(Unaudited)
 
(Unaudited)
(In thousands, except share amounts)
 
2019
 
2018
 
2018
 
2017
Net income attributable to common shareholders
 
$
31,821

 
$
1,474

 
$
57,012

 
$
168,404

Adjustments to arrive at FFO:
 
 
 
 
 
 
 
 
Segment real estate related depreciation and amortization
 
34,517

 
26,750

 
119,309

 
125,638

Loss (Gains) on sales of properties and disposals of operating assets
 
6

 

 
4

 
(55,235
)
Income tax expense adjustments - deferred:
 
 
 
 
 
 
 
 
Gains on sales of properties
 

 

 

 
20,551

Reconciling items related to noncontrolling interests
 
104

 
360

 
714

 
(1,781
)
Our share of the above reconciling items included in earnings from unconsolidated joint ventures
 
1,827

 
1,513

 
5,693

 
4,385

FFO
 
$
68,275

 
$
30,097

 
$
182,732

 
$
261,962

 
 
 
 
 
 
 
 
 
Adjustments to arrive at Core FFO:
 
 
 
 
 
 
 
 
Acquisition expenses
 
$

 
$

 
$

 
$
109

Loss on redemption of senior notes due 2021
 

 

 

 
46,410

Gain on acquisition of joint venture partner's interest
 

 

 

 
(23,332
)
Warrant loss
 

 

 

 
43,443

Severance expenses
 
854

 
261

 
687

 
2,525

Non-real estate related depreciation and amortization
 
1,615

 
1,437

 
7,255

 
6,614

Straight-line amortization
 
(2,134
)
 
(3,340
)
 
(12,609
)
 
(7,782
)
Deferred income tax expense (benefit)
 
10,703

 
246

 
16,195

 
(64,014
)
Non-cash fair value adjustments related to hedging instruments
 
(128
)
 
(216
)
 
(1,135
)
 
905

Share based compensation
 
2,725

 
2,526

 
11,242

 
8,211

Other non-recurring expenses (development related marketing and demolition costs)
 
5,751

 
12,749

 
46,579

 
22,427

Our share of the above reconciling items included in earnings from unconsolidated joint ventures
 
64

 
94

 
623

 
502

Core FFO
 
$
87,725

 
$
43,854

 
$
251,569

 
$
297,980

 
 
 
 
 
 
 
 
 
Adjustments to arrive at AFFO:
 
 
 
 
 
 
 
 
Tenant and capital improvements
 
$
(1,042
)
 
$
(4,532
)
 
$
(14,267
)
 
$
(15,803
)
Leasing Commissions
 
(418
)
 
(399
)
 
(3,600
)
 
(2,995
)
AFFO
 
$
86,265

 
$
38,923

 
$
233,702

 
$
279,182

 
 
 
 
 
 
 
 
 
FFO per diluted share value
 
$
1.58

 
$
0.69

 
$
4.23

 
$
6.08

 
 
 
 
 
 
 
 
 
Core FFO per diluted share value
 
$
2.03

 
$
1.01

 
$
5.82

 
$
6.92

 
 
 
 
 
 
 
 
 
AFFO per diluted share value
 
$
1.99

 
$
0.90

 
$
5.41

 
$
6.48


14
(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

hhcsupplemental1q19
Exhibit 99.2 Seaport District Hughes Landing 6100 Merriweather New York, NY Houston, TX Columbia, MD Supplemental Information Three months ended March 31, 2019 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 ("SEC") 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 ("FFO"), core funds from operations ("Core FFO"), adjusted funds from operations ("AFFO") and net operating income ("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 and Seaport District segments 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 reconciliations of our GAAP Operating Assets segment Earnings Before Taxes ("EBT") to NOI and Seaport District segment EBT 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 OPERATING PORTFOLIO PERFORMANCE OTHER PORTFOLIO METRICS Company Profile 4 NOI by Region 11 MPC Portfolio 18 Financial Summary 6 Stabilized Properties 13 Portfolio Key Metrics 19 Balance Sheets 8 Unstabilized Properties 15 Lease Expirations 20 Statements of Operations 9 Under Construction Properties 16 Acquisitions / Dispositions 21 Income Reconciliations 10 Seaport District Performance 17 MPC Land 22 Ward Village Condominiums 23 Other Assets 24 Debt Summary 25 Property-Level Debt 26 Ground Leases 28 Definitions 29 Reconciliations of Non-GAAP 30 HowardHughes.com 214.741.7744 3


 
Company Profile - Summary & Results Company Profile - Summary & Results Company Overview - Q1 2019 Recent Company Highlights NEW YORK, Feb. 25, 2019--(PRNewswire)-- The Howard Hughes Corporation, in Exchange / Ticker NYSE: HHC partnership with exclusive booking partner Live Nation Entertainment, Inc., unveiled the initial lineup for its second annual Summer Concert Series on The Rooftop at Pier 17® at the Seaport District. Kicking off in May, this summer's concert series features Share Price - March 31, 2019 $ 110.00 performances by artists including Grammy nominated pop rock band, OneRepublic; comedy trio, The Lonely Island; soul musicians, Trombone Shorty & Ben Harper; Diluted Earnings / Share $ 0.74 legendary rock band, Steve Miller Band and more, all set against panoramic views of the iconic New York skyline. FFO / Diluted Share $ 1.58 NEW YORK, Feb. 19, 2019--(PRNewswire) -- The Howard Hughes Corporation is proud to announce that The Rooftop at Pier 17® at the Seaport District was named "Best New Concert Venue" for 2018 at the 30th Annual Pollstar Awards. The prestigious Core FFO / Diluted Share $ 2.03 international awards ceremony, presented by Live Nation Entertainment, Inc., capped off a multi-day conference that gathered global leaders throughout the live AFFO / Diluted Share $ 1.99 entertainment business in Beverly Hills, CA. Operating Portfolio by Region Q1 2019 MPC & Condominium Results $ in millions Q1 2019 MPC EBT Q1 2019 Condo Units Contracted Bridgeland $ 8.4 Waiea 1 Columbia (0.3) Anaha — Summerlin 28.7 Ke Kilohana 7 The Woodlands/The Woodlands Hills 0.8 Ae‘o — ‘A‘ali‘i 8 Total $ 37.6 Total (a) 16 (a) Total not including Kô‘ula, our newest building that began public sales in January 2019 and contracted 314 units this quarter. Kô‘ula is excluded as we have not yet commenced construction. HowardHughes.com 214.741.7744 4


 
Company Profile - Summary & Results (con't) Company Profile - Summary & Results (cont'd) Path to Projected Annual Stabilized NOI Currently Under Construction Currently Unstabilized Currently Stabilized Total $ in millions $ in millions $ in millions $ in millions Retail & Office S.F. 2,363,783 Retail & Office S.F. 1,645,623 Retail & Office S.F. 5,363,256 Retail & Office S.F. 9,372,662 Multifamily Units 1,347 Multifamily Units 729 Multifamily Units 1,601 Multifamily Units 3,677 Hotel Keys — Hotel Keys 704 Hotel Keys 205 Hotel Keys 909 Other Units — Other Units 1,398 Other Units — Other Units 1,398 Projected Stabilized NOI $ 70.6 Projected Stabilized NOI $ 82.0 Projected Stabilized NOI $ 168.3 Projected Stabilized NOI $ 320.9 Q1 2019 - Operating Results by Property Type Currently Under Construction Currently Unstabilized Currently Stabilized Total $ in millions $ in millions $ in millions $ in millions Path to Projected Annual Stabilized NOI charts exclude Seaport NOI, units, and square footage until we have greater clarity with respect to the performance of our tenants. See page 17 for Seaport NOI Yield and other project information. See page 29 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) Q1 2019 Q4 2018 Q3 2018 Q2 2018 Q1 2018 FY 2018 FY 2017 Company Profile Share price (a) $110.00 $97.62 $124.22 $132.50 $139.13 $97.62 $131.27 Market Capitalization (b) $4.8b $4.2b $5.4b $5.7b $6.0b $4.2b $5.9b Enterprise Value (c) $7.7b $7.0b $8.2b $8.3b $8.3b $7.0b $7.9b Weighted avg. shares - basic 43,106 43,075 43,066 42,573 42,976 43,036 41,364 Weighted avg. shares - diluted 43,257 43,250 43,317 42,942 43,363 43,237 43,089 Total diluted share equivalents outstanding 43,223 43,077 43,194 43,325 43,301 43,109 44,917 Debt Summary Total debt payable (d) $ 3,274,379 $ 3,215,211 $ 3,296,486 $ 3,163,771 $ 2,915,220 $ 3,215,211 $ 2,877,789 Fixed rate debt $ 1,675,207 $ 1,663,875 $ 1,651,695 $ 1,643,194 $ 1,522,488 $ 1,663,875 $ 1,526,875 Weighted avg. rate - fixed 5.06% 5.17% 4.60% 4.60% 4.98% 5.17% 5.04% Variable rate debt, excluding condominium financing $ 1,494,918 $ 1,454,579 $ 1,411,932 $ 1,355,523 $ 1,299,119 $ 1,454,579 $ 1,317,311 Weighted avg. rate - variable 4.85% 4.88% 4.78% 3.37% 4.32% 4.88% 4.10% Condominium debt outstanding at end of period $ 104,254 $ 96,757 $ 232,859 $ 165,054 $ 93,613 $ 96,757 $ 33,603 Weighted avg. rate - condominium financing 5.74% 5.75% 6.04% 5.93% 5.78% 5.75% 7.11% Leverage ratio (debt to enterprise value) 42.16% 45.49% 39.54% 37.59% 34.92% 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) 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


 
Financial Summary (con't) Financial Summary ($ in thousands) Q1 2019 Q4 2018 Q3 2018 Q2 2018 Q1 2018 FY 2018 FY 2017 Earnings Profile Operating Assets Segment Income Revenues $ 89,107 $ 80,940 $ 83,676 $ 85,905 $ 84,624 $ 335,145 $ 309,077 Expenses (42,754) (41,453) (42,786) (40,849) (41,593) (166,681) (158,592) Company's Share NOI - Equity investees 5,089 1,952 1,343 791 4,010 8,096 7,784 Operating Assets NOI (a) 51,442 41,439 42,233 45,847 47,041 176,560 158,269 Avg. NOI margin 58% 51% 50% 53% 56% 53% 51% MPC Segment Earnings Total revenues 50,896 47,786 143,135 62,765 55,765 309,451 299,543 Total expenses (b) (28,679) (25,864) (70,298) (37,088) (36,449) (169,699) (163,072) Interest (expense) income, net (c) 7,543 7,093 6,626 6,808 6,392 26,919 24,292 Equity in earnings in real estate and other affiliates 7,837 1,602 9,454 14,100 11,128 36,284 23,234 MPC Segment EBT (c) 37,597 30,617 88,917 46,585 36,836 202,955 190,351 Seaport District Segment Income (d) Revenues 6,586 9,278 12,852 3,848 2,901 28,879 9,523 Expenses (10,552) (12,761) (15,777) (3,383) (2,384) (34,305) (10,781) Company's Share NOI - Equity investees (195) (134) (452) (127) — (713) — Seaport District NOI (e) (4,161) (3,617) (3,377) 338 517 (6,139) (1,258) Avg. NOI margin (63%) (39%) (26%) 9% 18% (21%) (13%) Condo Gross Profit Revenues (f) 198,310 317,953 8,045 20,885 10,837 357,720 464,251 Expenses (f) (137,694) (220,849) (6,168) (28,816) (6,729) (262,562) (338,361) Condo Net Income (f) $ 60,616 $ 97,104 $ 1,877 $ (7,931) $ 4,108 $ 95,158 $ 125,890 (a) Operating Assets NOI = Operating Assets NOI excluding properties sold or in redevelopment + the Howard Hughes Corporation's (the" Company" or "HHC") 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 2019 presentation. (b) Expenses include both actual and estimated future costs of sales allocated on a relative sales value to land parcels sold, including Master Planned Communities ("MPC")-level G&A and real estate taxes on remaining residential and commercial land. (c) 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. (d) Starting in the first quarter of 2019, the Seaport District has been moved out of our other segments and into a stand-alone segment for disclosure purposes. Segment information for all periods presented has been updated to reflect this change. (e) Seaport District NOI = Seaport District NOI excluding properties sold or in redevelopment + Company's share of equity method investments NOI. Prior periods have been adjusted to be consistent with fiscal 2019 presentation. (f) Revenues in 2019 and 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. Fiscal year 2017 is presented based on the percentage of completion method and is therefore not comparable to the 2019 or 2018 periods. HowardHughes.com 214.741.7744 7


 
Balance Sheets (In thousands, except par values and share amounts) Q1 2019 Q1 2018 FY 2018 FY 2017 Assets: Unaudited Unaudited Unaudited Unaudited Investment in real estate: Master Planned Communities assets $ 1,665,037 $ 1,633,492 $ 1,642,660 $ 1,642,278 Buildings and equipment 3,082,749 2,365,773 2,932,963 2,238,617 Less: accumulated depreciation (410,315) (325,026) (380,892) (321,882) Land 303,384 273,444 297,596 277,932 Developments 1,384,212 1,412,153 1,290,068 1,196,582 Net property and equipment 6,025,067 5,359,836 5,782,395 5,033,527 Investment in real estate and other affiliates 106,800 85,911 102,287 76,593 Net investment in real estate 6,131,867 5,445,747 5,884,682 5,110,120 Cash and cash equivalents 452,908 632,838 499,676 861,059 Restricted cash 134,398 132,105 224,539 103,241 Accounts receivable, net 16,030 14,384 12,589 13,041 Municipal Utility District receivables, net 246,231 203,436 222,269 184,811 Notes receivable, net 4,723 8,310 4,694 5,864 Deferred expenses, net 104,101 90,839 95,714 80,901 Operating lease right-of-use assets, net 72,105 — — — Prepaid expenses and other assets, net 253,644 210,327 411,636 370,027 Total assets $ 7,416,007 $ 6,737,986 $ 7,355,799 $ 6,729,064 Liabilities: Mortgages, notes and loans payable, net $ 3,241,985 $ 2,895,771 $ 3,181,213 $ 2,857,945 Operating lease obligations 71,888 — — — Deferred tax liabilities 165,690 143,581 157,188 160,850 Accounts payable and accrued expenses 628,971 619,271 779,272 521,718 Total liabilities 4,108,534 3,658,623 4,117,673 3,540,513 Equity: Common stock: $.01 par value; 150,000,000 shares authorized, 43,659,708 shares issued and 43,139,859 outstanding as of March 31, 2019 and 43,511,473 shares issued and 42,991,624 outstanding as of December 31, 2018 437 436 436 433 Additional paid-in capital 3,325,499 3,310,421 3,322,433 3,302,502 Accumulated deficit (88,520) (175,879) (120,341) (109,508) Accumulated other comprehensive loss (14,759) (797) (8,126) (6,965) Treasury stock, at cost, 519,849 shares as of March 31, 2019 and December 31, 2018 (62,190) (60,743) (62,190) (3,476) Total stockholders' equity 3,160,467 3,073,438 3,132,212 3,182,986 Noncontrolling interests 147,006 5,925 105,914 5,565 Total equity 3,307,473 3,079,363 3,238,126 3,188,551 Total liabilities and equity $ 7,416,007 $ 6,737,986 $ 7,355,799 $ 6,729,064 Share Count Details (In thousands) Shares outstanding at end of period (including restricted stock) 43,140 42,986 42,992 43,271 Dilutive effect of stock options (a) 83 146 117 200 Dilutive effect of warrants (b) — 169 — 1,446 Total diluted share equivalents outstanding 43,223 43,301 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 8


 
Statements of Operations Comparative Statements of Operations: Total Portfolio (In thousands, except per share amounts) Q1 2019 Q1 2018 FY 2018 FY 2017 Revenues: Unaudited Unaudited Unaudited Unaudited Condominium rights and unit sales $ 198,310 $ 10,837 $ 357,720 $ 464,251 Master Planned Communities land sales 41,312 46,565 261,905 248,595 Minimum rents 54,086 49,395 207,315 183,025 Tenant recoveries 13,508 12,760 49,993 45,814 Hospitality revenues 22,929 23,061 82,037 76,020 Builder price participation 5,195 5,081 27,085 22,835 Other land revenues 4,729 4,131 21,314 28,166 Other rental and property revenues 13,821 9,849 57,168 31,414 Total revenues 353,890 161,679 1,064,537 1,100,120 Expenses: Condominium rights and unit cost of sales 137,694 6,729 262,562 338,361 Master Planned Communities cost of sales 16,818 26,043 124,214 121,116 Master Planned Communities operations 11,695 10,325 45,217 38,777 Other property operating costs 37,264 23,175 133,761 91,729 Rental property real estate taxes 9,831 8,127 32,183 29,185 Rental property maintenance costs 4,177 3,197 15,813 13,432 Hospitality operating costs 15,623 15,567 59,195 56,362 (Recovery) provision for doubtful accounts (2) 776 6,078 2,710 Demolition costs 49 6,671 17,329 1,923 Development-related marketing costs 5,702 6,078 29,249 20,504 General and administrative 25,332 24,264 104,625 89,882 Depreciation and amortization 36,131 28,188 126,565 132,252 Total expenses 300,314 159,140 956,791 936,233 Other: Other income, net 167 — (936) 54,615 Operating income 53,743 2,539 106,810 218,502 Interest income 2,573 2,076 8,486 4,043 Interest expense (23,326) (16,609) (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 — — — 23,332 Loss on sale or disposal of real estate — — (4) 3,868 Equity in earnings from real estate and other affiliates 9,951 14,386 39,954 25,498 Income before taxes 42,941 2,392 73,218 120,822 Provision for income taxes 11,016 558 15,492 (45,801) Net income 31,925 1,834 57,726 166,623 Net income attributable to noncontrolling interests (104) (360) (714) 1,781 Net income attributable to common stockholders $ 31,821 $ 1,474 $ 57,012 $ 168,404 Basic income per share $ 0.74 $ 0.03 $ 1.32 $ 4.07 Diluted income per share $ 0.74 $ 0.03 $ 1.32 $ 3.91 The Company's annual 2018 and quarterly 2019 results are presented in accordance with Topic 606, the new revenue standard adopted January 1, 2018. Please refer to Note 15 in the Company's Form 10-Q for further information. HowardHughes.com 214.741.7744 9


 
Reconciliations of Net Income to FFO, Core FFO and AFFO (In thousands, except share amounts) Q1 2019 Q1 2018 FY 2018 FY 2017 RECONCILIATIONS OF NET INCOME TO FFO Unaudited Unaudited Unaudited Unaudited Net income attributable to common stockholders $ 31,821 $ 1,474 $ 57,012 $ 168,404 Adjustments to arrive at FFO: Segment real estate related depreciation and amortization 34,517 26,750 119,309 125,638 Loss (Gains) on sales of properties and disposals of operating assets 6 — 4 (55,235) Income tax expense adjustments - deferred: Gains on sales of properties — — — 20,551 Reconciling items related to noncontrolling interests 104 360 714 (1,781) Our share of the above reconciling items included in earnings from unconsolidated joint ventures 1,827 1,513 5,693 4,385 FFO $ 68,275 $ 30,097 $ 182,732 $ 261,962 Adjustments to arrive at Core FFO: Acquisition expenses $ — $ — $ — $ 109 Loss on redemption of senior notes due 2021 — — — 46,410 Gain on acquisition of joint venture partner's interest — — — (23,332) Warrant loss — — — 43,443 Severance expenses 854 261 687 2,525 Non-real estate related depreciation and amortization 1,615 1,437 7,255 6,614 Straight-line amortization (2,134) (3,340) (12,609) (7,782) Deferred income tax expense (benefit) 10,703 246 16,195 (64,014) Non-cash fair value adjustments related to hedging instruments (128) (216) (1,135) 905 Share based compensation 2,725 2,526 11,242 8,211 Other non-recurring expenses (development related marketing and demolition costs) 5,751 12,749 46,579 22,427 Our share of the above reconciling items included in earnings from unconsolidated joint ventures 64 94 623 502 Core FFO $ 87,725 $ 43,854 $ 251,569 $ 297,980 Adjustments to arrive at AFFO: Tenant and capital improvements $ (1,042) $ (4,532) $ (14,267) $ (15,803) Leasing Commissions (418) (399) (3,600) (2,995) AFFO $ 86,265 $ 38,923 $ 233,702 $ 279,182 FFO per diluted share value $ 1.58 $ 0.69 $ 4.23 $ 6.08 Core FFO per diluted share value $ 2.03 $ 1.01 $ 5.82 $ 6.92 AFFO per diluted share value $ 1.99 $ 0.90 $ 5.41 $ 6.48 HowardHughes.com 214.741.7744 10


 
NOI by Region, excluding the Seaport District NOI by Region % Total 1Q19 Occupied (#) 1Q19 Leased (#) 1Q19 Occupied (%) 1Q19 Leased (%) 1Q19 Time to Ownership Annualized Stabilized Stabilize Property (a) Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units NOI (b) NOI (c) (Years) Stabilized Properties Office - Houston 100% 1,477,006 — 1,401,654 — 1,431,149 — 95% —% 97% —% $ 39,164 $ 40,060 — Office - Columbia 100% 1,050,763 — 1,002,992 — 1,005,039 — 95% —% 96% —% 16,197 17,679 — Office - Summerlin 100% 387,813 — 380,221 — 387,813 — 98% —% 100% —% 8,930 10,200 — Retail - Houston 100% 292,652 — 280,323 — 281,696 — 96% —% 96% —% 9,322 9,903 — Retail - Columbia 100% 89,199 — 89,199 — 89,199 — 100% —% 100% —% 2,084 2,200 — Retail - Hawaii 100% 918,669 — 858,132 — 861,371 — 93% —% 94% —% 20,096 19,800 — Retail - Other 100% 267,869 — 244,074 — 262,943 — 91% —% 98% —% 6,635 6,500 — Retail - Summerlin 100% 842,414 — 760,411 — 775,696 — 90% —% 92% —% 22,688 26,300 — Multi-Family - Houston (d) 100% 23,280 1,097 23,126 1,067 23,126 1,089 99% 97% 99% 99% 14,304 16,600 — Multi-Family - Columbia (d) 50% 13,591 380 13,591 351 13,591 356 100% 92% 100% 94% 2,782 2,900 — Multi-Family - Summerlin 100% — 124 — 116 — 116 —% 94% —% 94% 2,305 2,200 — Hospitality - Houston 100% — 205 — 168 — — —% 82% —% —% 5,348 4,500 — Other Assets (e) — — — — — — — —% —% —% —% 7,940 9,408 — Total Stabilized Properties (f) 157,795 168,250 — Unstabilized Properties Office - Houston 100% 911,154 — 640,020 — 805,855 — 70% —% 88% —% $8,832 $20,958 2.3 Office - Columbia 100% 331,223 — 248,516 — 280,152 — 75% —% 85% —% 4,083 8,600 2.4 Office - Summerlin 100% 144,615 — 55,966 — 136,914 — 39% —% 95% —% 99 3,500 1.5 Retail - Houston 100% 143,758 — 119,343 — 124,116 — 83% —% 86% —% 2,308 3,368 1.0 Retail - Hawaii 100% 86,847 — 73,235 — 82,381 — 84% —% 95% —% 1,848 2,709 1.0 Multi-Family - Houston 100% — 292 — 192 — 214 —% 66% —% 73% 837 3,500 2.0 Multi-Family - Columbia 50% 28,026 437 10,681 369 10,681 397 38% 84% 38% 91% 2,350 3,800 2.0 Hospitality - Houston 100% — 704 — 447 — — —% 63% —% —% 20,010 27,000 2.0 Self Storage - Houston 100% — 1,398 — 933 — 949 —% 67% —% 68% 398 1,600 2.0 Other - Summerlin 100% — — — — — — —% —% —% —% — 7,000 1.0 Total Unstabilized Properties $ 40,765 $ 82,035 1.9 HowardHughes.com 214.741.7744 11


 
NOI by Region, excluding the Seaport District (con't) NOI by Region % Total 1Q19 Occupied (#) 1Q19 Leased (#) 1Q19 Occupied (%) 1Q19 Leased (%) 1Q19 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% 383,000 — — — 383,000 — —% —% 100% —% $ — $ 9,500 1.0 Office - Columbia 100% 320,000 — — — 150,000 — —% —% 47% —% — 9,200 5.0 Office - Other 33% 1,500,000 — — — 753,836 — —% —% 50% —% — 22,441 5.0 Retail - Houston 100% 72,264 — — — 42,389 — —% —% 59% —% — 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% 56,619 382 — — — — —% —% —% —% — 9,162 5.0 Multi-Family - Summerlin 100% — 267 — — — — —% —% —% —% — 4,400 2.0 Other - Houston 100% 10,000 — — — 10,000 — —% —% 100% —% — 260 2.0 Total Under Construction Properties — 70,617 4.1 Total/ Wtd. Avg. for Portfolio $ 198,560 $ 320,902 3.3 (a) Includes our share of NOI for our joint ventures. (b) Annualized 1Q19 NOI includes distribution received from cost method investment in 1Q19. For purposes of this calculation, this one time annual distribution is not annualized. (c) Table above excludes Seaport District NOI, units, and square feet until we have greater clarity with respect to the performance of our tenants. See page 17 for Seaport District Est. stabilized 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 14 of this presentation. (f) For Stabilized Properties, the difference between 1Q19 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 12


 
Stabilized Properties - Operating Assets Segment Stabilized Properties ($ in thousands) Rentable Q1 2019 Q1 2019 Annualized Est. Stabilized Property Location % Ownership Sq. Ft./Units % Occ. % Leased Q1 2019 NOI NOI Office 3 Waterway Square Houston, TX 100 % 232,021 100 % 100 % $ 6,327 $ 6,900 4 Waterway Square Houston, TX 100 % 218,551 100 % 100 % 6,859 6,856 1400 Woodloch Forest Houston, TX 100 % 95,667 73 % 73 % 1,490 1,890 1735 Hughes Landing Boulevard Houston, TX 100 % 318,170 100 % 100 % 7,892 7,696 2201 Lake Woodlands Drive Houston, TX 100 % 24,119 100 % 100 % 480 410 3831 Technology Forest Houston, TX 100 % 95,078 100 % 100 % 2,305 2,268 9303 New Trails Houston, TX 100 % 97,967 64 % 89 % 1,259 1,800 One Hughes Landing Houston, TX 100 % 197,719 98 % 98 % 6,362 6,240 Two Hughes Landing Houston, TX 100 % 197,714 95 % 98 % 6,191 6,000 10-70 Columbia Corporate Center Columbia, MD 100 % 889,546 96 % 96 % 13,241 14,330 Columbia Office Properties Columbia, MD 100 % 62,038 100 % 100 % 1,191 1,402 One Mall North Columbia, MD 100 % 99,179 92 % 93 % 1,764 1,947 Aristocrat Las Vegas, NV 100 % 181,534 100 % 100 % 4,504 4,501 One Summerlin Las Vegas, NV 100 % 206,279 96 % 100 % 4,426 5,700 Total Office 2,915,582 64,291 67,940 Retail 20/25 Waterway Avenue Houston, TX 100 % 50,062 100 % 100 % 1,877 2,013 1701 Lake Robbins Houston, TX 100 % 12,376 100 % 100 % 617 400 2000 Woodlands Parkway Houston, TX 100 % 7,900 100 % 100 % 261 217 Creekside Village Green Houston, TX 100 % 74,670 90 % 92 % 1,895 2,097 Hughes Landing Retail Houston, TX 100 % 126,131 100 % 100 % 4,273 4,375 Waterway Garage Retail Houston, TX 100 % 21,513 78 % 78 % 399 800 Columbia Regional Columbia, MD 100 % 89,199 100 % 100 % 2,084 2,200 Ward Village Retail Honolulu, HI 100 % 918,669 93 % 94 % 20,096 19,800 Downtown Summerlin Las Vegas, NV 100 % 842,414 90 % 92 % 22,688 26,300 Outlet Collection at Riverwalk New Orleans, LA 100 % 267,869 91 % 91 % 6,635 6,500 Total Retail 2,410,803 $ 60,825 $ 64,702 HowardHughes.com 214.741.7744 13


 
Stabilized Properties - Operating Assets Segment (con't) Stabilized Properties (cont'd) ($ in thousands) Rentable Sq. Ft. / Q1 2019 % Annualized Est. Stabilized Property Location % Ownership Units Q1 2019 % Occ. Leased Q1 2019 NOI NOI Multi-family Millennium Six Pines Apartments Houston, TX 100 % 314 98 % 100 % $ 4,031 $ 4,500 Millennium Waterway Apartments Houston, TX 100 % 393 96 % 98 % 3,674 4,600 One Lakes Edge Houston, TX 100 % 23,280 / 390 99% / 98 % 99% / 100 % 6,599 7,500 The Metropolitan Downtown Columbia Columbia, MD 50 % 13,591 / 380 100% / 92 % 100% / 94 % 2,782 2,900 Constellation Las Vegas, NV 100 % 124 94 % 94% 2,305 2,200 Total Multi-family 36,871 / 1,601 19,391 21,700 Hotel Embassy Suites at Hughes Landing (a) Houston, TX 100 % 205 82 % 82 % 5,348 4,500 Total Hotel 205 5,348 4,500 Other Sarofim Equity Investment Houston, TX 20 % NA NA NA 2,086 2,202 Stewart Title of Montgomery County, TX Houston, TX 50 % NA NA NA 406 1,117 Woodlands Ground Leases Houston, TX 100 % NA NA NA 1,693 1,662 Hockey Ground Lease Las Vegas, NV 100 % NA NA NA 498 458 Summerlin Hospital Medical Center Las Vegas, NV 100 % NA NA NA 3,625 3,625 Other Assets Various 100 % NA NA NA (368) 344 Total Other 7,940 9,408 Total Stabilized $ 157,795 $ 168,250 (a) Hotel property percentage occupied is the average for Q1 2019. HowardHughes.com 214.741.7744 14


 
Unstabilized Properties - Operating Assets Segment Unstabilized Properties ($ in thousands) Annualized % Rentable Sq. Q1 2019 Q1 2019 % Develop. Est. Total Cost Q1 2019 Est. Stabilized Est. Stab. Est. Stab. Project Name Location Ownership Ft. / Units % Occ. (a) Leased (a) Costs Incurred (Excl. Land) NOI NOI (b) Date Yield Office Three Hughes Landing Houston, TX 100% 320,815 77% 81% $ 78,546 $ 90,162 $ 4,118 $ 7,600 2020 8% 1725 Hughes Landing Houston, TX 100% 331,754 78% 95% 58,746 74,994 5,202 6,900 2020 9% Lakefront North (c) Houston, TX 100% 258,585 51% 89% 55,070 77,879 (487) 6,458 2021 8% One Merriweather Columbia, MD 100% 206,588 85% 91% 74,751 78,187 3,284 5,100 2020 7% Two Merriweather Columbia, MD 100% 124,635 58% 74% 32,607 40,941 799 3,500 2021 9% Two Summerlin Las Vegas, NV 100% 144,615 39% 95% 38,003 49,320 99 3,500 2020 7% Total Office 1,386,992 337,723 411,483 13,015 33,058 Retail Lakeland Village Center Houston, TX 100% 83,497 83% 83% 14,286 $ 15,478 1,302 1,700 Q4 2019 11% Anaha & Ae‘o Retail (d) Honolulu, HI 100% 86,847 89% / 65% 95% / 93% — — 1,848 2,709 Q4 2019 n.a. Lake Woodlands Crossing Houston, TX 100% 60,261 83% 91% 10,138 15,381 1,006 1,668 2020 11% Total Retail 230,605 24,424 30,859 4,156 6,077 Multi-family m.flats & TEN.M (e) Columbia, MD 50% 28,026 / 437 38% / 84% 38% / 91% 53,979 54,673 2,350 3,800 2020 7% Creekside Apartments Houston, TX 100% 292 66% 73% 37,297 42,111 837 3,500 2020 8% Total Multi-family 28,026 / 729 91,276 96,784 3,187 7,300 Hotel The Woodlands Resort & Conference Center Houston, TX 100% 402 55% 55% 72,360 72,360 12,237 16,500 2020 8% The Westin at The Woodlands Houston, TX 100% 302 74% 74% 98,226 98,444 7,773 10,500 2020 11% Total Hotel 704 170,586 170,804 20,010 27,000 Other HHC 242 Self-Storage Houston, TX 100% 644 73% 73% 8,228 8,228 197 800 2020 10% HHC 2978 Self-Storage Houston, TX 100% 754 61% 64% 7,828 7,828 200 800 2020 10% Las Vegas Ballpark (f) Las Vegas, NV 100% n.a. n.a. n.a. 87,845 122,452 — 7,000 Q3 2019 6% Total Other 1,398 103,901 138,508 397 8,600 Total Unstabilized $ 727,910 $ 848,438 $ 40,765 $ 82,035 (a) With the exception of Hotel properties, Percentage Occupied and Percentage Leased are as of March 31, 2019. Each Hotel property Percentage Occupied is the average for Q1 2019. (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 23 of this supplement. (e) 38% occupied and leased represents first floor retail only. The multi-family units are 84% and 91% occupied and leased, respectively. (f) Las Vegas Ballpark was placed into service as of March 31, 2019. However, operating activity did not begin until April 2019. Est. Total Cost (Excl. Land) and Stabilized NOI Yield are exclusive of $27.0 million of costs to acquire the franchise. HowardHughes.com 214.741.7744 15


 
Under Construction Projects - Strategic Developments Segment Under Construction Properties ($ In thousands, except Sq. Ft. and units) (Owned & Managed) % Est. Rentable Sq. Percent Pre- Const. Est. Stabilized Develop. Est. Total Cost Est. Stabilized Est. Stab. Project Name Location Ownership Ft. Leased (a) Project Status Start Date Date (b) Costs Incurred (Excl. Land) NOI Yield Office 110 North Wacker (c) Chicago, IL 33% 1,500,000 50 % Under construction Q2 2018 2023 $ 15,589 $ 51,428 $ 22,441 8 % 100 Fellowship Drive Houston, TX 100% 203,000 100 % Under construction Q1 2017 Q3 2019 49,016 63,278 5,100 8 % 8770 New Trails Houston, TX 100% 180,000 100 % Under construction Q1 2019 2020 2,144 45,985 4,400 10 % 6100 Merriweather Columbia, MD 100% 320,000 47 % Under construction Q2 2018 2023 55,388 138,221 9,200 7 % Total Office 2,203,000 122,137 298,912 41,141 Retail Ke Kilohana (d) Honolulu, HI 100% 21,900 100 % Under construction Q3 2016 Q4 2019 — — 1,050 —% Creekside Park West Houston, TX 100% 72,264 59 % Under construction Q4 2018 2022 2,012 22,625 2,200 10 % Total Retail 94,164 2,012 22,625 3,250 Other Hughes Landing Daycare Houston, TX 100% 10,000 100% Under construction Q3 2018 Q4 2019 764 3,206 260 7 % Total Other 10,000 764 3,206 260 % Est. Rentable Sq. Monthly Est. Const. Est. Stabilized Develop. Est. Total Cost Est. Stabilized Est. Stab. Project Name Location Ownership Ft. / # of Units Rent Per Unit Project Status Start Date Date (b) Costs Incurred (Excl. Land) NOI Yield Multi-family Juniper Apartments (e) Columbia, MD 100% 56,619 / 382 $ 2,053 Under construction Q2 2018 2023 $ 27,596 $ 116,386 $ 9,162 8 % Tanager Apartments Las Vegas, NV 100% 267 1,924 Under construction Q1 2018 2020 31,350 59,276 4,400 7 % Two Lakes Edge Houston, TX 100% 386 2,690 Under construction Q2 2018 2024 20,314 107,706 8,529 8 % Lakeside Row Houston, TX 100% 312 1,686 Under construction Q2 2018 2021 14,170 48,412 3,875 8 % Total Multi-family 56,619 / 1,347 93,430 331,780 25,966 Total Under Construction $ 218,343 $ 656,523 $ 70,617 (a) Represents leases signed as of March 31, 2019 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 overhead allocations, development fees and leasing commissions in Develop. Costs Incurred and Est. Total Cost (Excl Land). Est. Total Cost (Excl. Land) represents HHC's total cash equity requirement. Develop. Costs Incurred represent HHC's equity in the project at March 31, 2019. Est. 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) Condominium retail Develop. Cost Incurred and Est. Total Costs (Excl. Land) are combined with their respective condominium costs on page 23 of this supplement. (e) Columbia Multi-family was renamed to Juniper Apartments as of Q1 2019. HowardHughes.com 214.741.7744 16


 
Seaport District Segment Performance NOI by Region Real Estate Managed Operations (Landlord) (a) Businesses (b) Events, Sponsorships Historic District & Historic District & & Q1 2019 ($ in thousands) Pier 17 Multi-Family (d) Hospitality (e) Pier 17 Tin Building (f) Catering Business (c) Total Revenues Rental revenue (g) $ 1,724 $ 221 $ 270 $ 4 $ — $ — $ 2,219 Tenant recoveries 240 — — — — — 240 Other rental and property revenue 54 2 22 1,749 — 2,571 4,398 Total Revenues 2,018 223 292 1,753 — 2,571 6,857 Expenses Other property operating costs (g) (3,736) (142) (472) (4,387) — (2,281) (11,018) Total Expenses (3,736) (142) (472) (4,387) — (2,281) (11,018) Net Operating Income - Seaport District $ (1,718) $ 81 $ (180) $ (2,634) $ — $ 290 $ (4,161) Project Status Unstabilized Stabilized Unstabilized Unstabilized Under Construction Unstabilized Rentable Sq. Ft / Units Total Sq. Ft. / units 282,237 13,000 / 21 66 88,995 53,396 28,598 Leased Sq. Ft. / units 146,000 — / 21 29 88,995 53,396 28,598 % Leased or occupied 52% —% / 100% 44% 100% 100% 100% Development (h) Development costs incurred $ 489,155 $ — $ — $ — $ 47,772 $ — $ 536,927 Estimated total costs (excl. land) $ 570,713 $ — $ — $ — $ 159,982 $ — $ 730,695 Stabilization Statistics - Seaport Uplands, Pier 17 and Tin Building ($ in thousands) Est. stabilized NOI $43,000 - $58,000 Est. stabilized year 2022 Est. stabilized yield 6% - 8% (a) Real Estate Operations (Landlord) represents physical real estate developed and owned by HHC. (b) Managed Businesses represents retail and food and beverage businesses that HHC owns, either wholly or through joint ventures, and operates, including license and management agreements. For the three months ended March 31, 2019, our managed businesses include, among others, 10 Corso Como Retail and Café, SJP by Sarah Jessica Parker, R-17 and Cobble & Co. (c) Events, Sponsorships & Catering Business includes private events, catering, sponsorships, concert series and other rooftop activities. (d) Multi-Family includes 85 South Street. (e) Hospitality represents Mr. C Seaport, of which HHC has a 35% ownership interest. Percentage occupied is the average for Q1 2019. (f) Represents the food hall by Jean-Georges. (g) Rental revenue and expense earned from and paid by businesses we own and operate is eliminated in consolidation. (h) Development costs incurred and Estimated total costs are shown net of insurance proceeds of approximately $55.0 million. HowardHughes.com 214.741.7744 17


 
MPC Portfolio ($ in thousands) Nevada Texas Maryland Total (c) MPC Performance - 1Q19 & 1Q18 MPC Net Contribution (1Q19) (b) $9,174 $(17,350) $(313) $(8,489) MPC Net Contribution (1Q18) (b) $24,977 $(18,112) $(163) $6,702 Operating Asset Performance - 2019 & Future Annualized 1Q19 in-place NOI $37,249 $104,581 $27,503 $169,333 Est. stabilized NOI (future) (d) $57,323 $155,928 $53,541 $266,792 Wtd. avg. time to stab. (yrs.) 1.6 3.0 3.9 — (a) Commercial acres may be developed by us or sold. (b) Reconciliation of GAAP MPC segment EBT to MPC Net Contribution for the three months ended March 31, 2019 is found under Reconciliation of Non-GAAP Measures on page 30. (c) Total excludes NOI from non-core operating assets and NOI from core assets within Hawai‘i 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 18


 
Portfolio Key Metrics Portfolio Key Metrics MPC Regions Non-MPC Regions The The Woodlands Woodlands Hills Bridgeland Summerlin Columbia Total Hawai‘i 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.. 1,477,006 — — 387,813 1,050,763 2,915,582 — — — — Retail Sq. Ft. 315,932 — — 842,414 102,790 1,261,136 918,669 13,000 267,869 1,199,538 Multifamily units 1,097 — — 124 380 1,601 — 21 — 21 Hotel Rooms 205 — — — — 205 — — — — Self Storage Units — — — — — — — — — — Operating - Unstabilized Properties Office Sq.Ft.. 911,154 — — 144,615 331,223 1,386,992 — — — — Retail Sq.Ft. (a) 60,261 — 83,497 — 28,026 171,784 86,847 399,830 — 486,677 Multifamily units 292 — — — 437 729 — — — — Hotel rooms 704 — — — — 704 — 66 — 66 Self Storage Units 1,398 — — — — 1,398 — — — — Operating - Under Construction Properties Office Sq.Ft.. 383,000 — — — 320,000 703,000 — — 1,500,000 1,500,000 Retail Sq. Ft. 72,264 — — — 56,619 128,883 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) 28,475 ac. 2,055 ac. 11,506 ac. 22,500 ac. 16,450 ac. 80,986 ac. 2,132 n.a. n.a. 2,132 Current Residents (b) 117,100 36 10,100 110,000 112,000 349,236 n.a. n.a. n.a. — Remaining saleable acres/condos 131 1,379 2,285 3,290 n.a. 7,085 162 n.a. n.a. 162 Estimated price per acre (c) 652 318 410 565 n.a. n.a. n.a. n.a. — Commercial Land Total acreage remaining 739 175 1,543 831 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. Sq. Ft. and units 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 March 31, 2019; current residents shown as of December 31, 2018. (c) Residential and commercial pricing represents the Company's estimate of price per acre per its 2019 land models. HowardHughes.com 214.741.7744 19


 
Lease Expirations Lease Expirations Office and Retail Lease Expirations Total Office and Retail Portfolio as of March 31, 2019 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 $ 4,284 2.85% $ 21.66 $ 3,842 3.49% $ 36.90 2020 7,946 5.29% 29.87 8,570 7.78% 50.51 2021 6,651 4.43% 32.32 6,587 5.98% 26.31 2022 16,776 11.17% 32.50 6,057 5.50% 46.04 2023 13,297 8.85% 30.19 8,464 7.68% 45.72 2024 15,411 10.26% 28.44 7,276 6.60% 41.82 2025 12,069 8.04% 33.90 26,063 23.65% 54.41 2026 4,736 3.15% 36.80 5,696 5.17% 38.81 2027 14,981 9.98% 29.26 5,353 4.86% 40.60 2028 9,824 6.54% 42.08 7,842 7.11% 45.72 Thereafter 44,205 29.44% 39.04 24,474 22.18% 25.98 Total $ 150,180 100.00% $ 110,224 100.00% (a) Excludes leases with an initial term of 12 months or less. HowardHughes.com 214.741.7744 20


 
Acquisition / Disposition Activity Acquisition / Disposition Activity (In thousands, except rentable Sq. Ft. / Units / Acres) Q1 2019 Acquisitions Rentable Date Acquired Property % Ownership Location Sq. Ft. / Units / Acres Acquisition Price No acquisition activity in Q1 2019 Q1 2019 Dispositions Rentable Date Sold Property % Ownership Location Sq. Ft. / Units / Acres Sale Price No disposition activity in Q1 2019 HowardHughes.com 214.741.7744 21


 
Master Planned Community Land Master Planned Community Land The Woodlands The Woodlands Hills Bridgeland Summerlin Maryland Total ($ in thousands) Q1 2019 Q1 2018 Q1 2019 Q1 2018 Q1 2019 Q1 2018 Q1 2019 Q1 2018 Q1 2019 Q1 2018 Q1 2019 Q1 2018 Revenues: Residential land sale revenues $ 10,683 $ 5,639 $ 2,438 $ 2,854 $ 11,758 $ 5,419 $ 16,432 $ 32,638 $ — $ — $ 41,311 $ 46,550 Commercial land sale revenues — — — — — 2 — 13 — — — 15 Builder price participation 29 16 21 — 224 96 4,921 4,969 — — 5,195 5,081 Other land sale revenues 1,591 1,196 7 2 16 32 2,776 2,561 — 328 4,390 4,119 Total revenues 12,303 6,851 2,466 2,856 11,998 5,549 24,129 40,181 — 328 50,896 55,765 Expenses: Cost of sales - residential land (5,723) (2,846) (1,190) (1,524) (5,318) (1,474) (4,588) (20,192) — — (16,819) (26,036) Cost of sales - commercial land — — — — — (1) — (7) — — — (8) Real estate taxes (1,461) (1,519) (60) (85) (489) (460) (768) (623) (134) (153) (2,912) (2,840) Land sales operations (3,912) (2,854) (578) (417) (1,371) (1,293) (2,716) (2,596) (206) (321) (8,783) (7,481) Depreciation and amortization (34) (35) — — (32) (24) (114) (21) 20 (1) (160) (81) Other (loss) income, net — — — — — — (5) — — — (5) — Total operating expenses (11,130) (7,254) (1,828) (2,026) (7,210) (3,252) (8,191) (23,439) (320) (475) (28,679) (36,446) Net interest capitalized (expense) (1,294) (1,108) 293 195 3,627 2,964 4,917 4,341 — — 7,543 6,392 Equity in earnings from real estate affiliates — — — — — — 7,837 11,128 — — 7,837 11,128 EBT $ (121) $ (1,511) $ 931 $ 1,025 $ 8,415 $ 5,261 $ 28,692 $ 32,211 $ (320) $ (147) $ 37,597 $ 36,839 Key Performance Metrics: Residential Total acres closed in current period 17.3 8.1 8.7 10.6 30.9 14.7 20.5 44.7 NM NM Price per acre achieved (a) $618 $697 $280 $270 $381 $369 $712 $647 NM NM Avg. gross margins 46.4% 49.5% 51.2% 46.6% 54.8% 72.8% 72.1% 38.1% NM NM Commercial Total acres closed in current period — — — — — — — — — — Price per acre achieved NM NM NM NM NM NM NM NM NM NM Avg. gross margins NM NM NM NM NM 50.0% NM 46.2% NM NM Avg. combined before-tax net margins 46.4% 49.5% 51.2% 46.6% 54.8% 72.8% 72.1% 38.0% NM NM Key Valuation Metrics The Woodlands The Woodlands Hills Bridgeland Summerlin Maryland Remaining saleable acres Residential 131 (b) 1,379 2,285 3,290 — Commercial 739 175 1,543 831 96 (c) Projected est. % superpads / lot size —% / — —% / — —% / — 88% / 0.25 ac NM Projected est. % single-family detached lots / lot size 62% / 0.31 ac 86% / 0.23 ac 88% / 0.16 ac —% / — NM Projected est. % single-family attached lots / lot size 38% / 0.09 ac 14% / 0.13 ac 11% / 0.12 ac —% / — NM Projected est. % custom homes / lot size —% / — —% / — 1% / 1.00 ac 12% / 0.45 ac NM Estimated builder sale velocity (blended total - TTM) (d) 36 8 62 98 NM Projected GAAP gross margin, residential / commercial (e) 55.5% / 75.6% 62.4% / 62.4% 66.6% / 66.6% 53.7% / 53.7% NM Projected cash gross margin (f) 99.0% 88.6% 80.1% 70.8% NM Residential sellout / Commercial buildout date estimate Residential 2023 2029 2034 2039 — Commercial 2027 2027 2045 2039 2023 (a) The 2019 price per acre achieved for Summerlin residential lots is mostly attributable 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 Developments segment in Downtown Columbia. (d) Represents the average monthly builder homes sold over the last twelve months ended March 31, 2019. (e) GAAP gross margin is net of MUDs and 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. The projected margin is the Company's estimate of the 2019 margin. (f) Projected cash gross margin is net of MUDs and includes all future projected revenue less all future projected development costs, net of expected reimbursable costs, and capitalized overhead, taxes and interest based on the Company's 2019 land models. NM Not meaningful. HowardHughes.com 214.741.7744 22


 
Ward Village Condominiums Ward Village Condominiums Waiea (a) Anaha (b) Ae‘o (c) Ke Kilohana (d) ‘A‘ali‘i (e) Total (h) Key Metrics ($ in thousands) Type of building Ultra-Luxury Luxury Upscale Workforce Upscale Number of units 177 (f) 317 465 423 750 2,132 Avg. unit Sq. Ft. 2,137 1,417 834 696 518 890 Condo Sq. Ft. 378,238 449,205 388,039 294,273 388,210 1,897,965 Street retail Sq. Ft. 8,200 16,100 70,800 21,900 11,336 128,336 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 $ 401 $ 429 $ 219 $ 412 $ 1,913 Cost-to-date $ 409 $ 388 $ 384 $ 185 $ 44 $ 1,410 Remaining to be funded $ 43 $ 13 $ 45 $ 34 $ 368 $ 503 Financial Summary ($ in thousands, except per Sq. Ft.) Units closed (through Q1 2019) 166 313 460 — — 939 Units under contract (through Q1 2019) 2 — 1 420 608 1,031 Total % of units closed or under contract 94.9% 98.7% 99.1% 99.3% 81.1% 92.4% Units closed (current quarter) 1 — 161 — — 162 Units under contract (current quarter) 1 — — 7 8 16 Square footage closed or under contract (total) 349,485 432,453 383,953 292,587 295,711 1,754,189 Total % square footage closed or under contract 92.4% 96.3% 98.9% 99.4% 76.2% 92.4% Target condo profit margin at completion (excl. land cost) — — — — — ~30% Total cash received (closings & deposits) — — — — — 1,737,373 Total GAAP revenue recognized — — — — — 1,626,475 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 $ 24,811 $ — $ 93,052 Held for future use (g) — — 500 9,760 74,691 84,951 Total deposits from sales commitment $ — $ — $ 68,741 $ 34,571 $ 74,691 $ 178,003 (a) We began delivering units at Waiea in November 2016. As of March 31, 2019, nine units remain to be sold. (b) We began delivering units at Anaha in October 2017. As of March 31, 2019, four units remain to be sold. (c) We began delivering units at Ae‘o in November 2018. As of March 31, 2019, four units remain to be sold. (d) Ke Kilohana consists of 375 workforce units and 48 market rate units. As of March 31, 2019, we have entered into contracts for 420 of the units. (e) We broke ground on ‘A‘ali‘i in the fourth quarter of 2018. As of March 31, 2019, we have entered into contracts for 608 of the units. (f) The increase in number of units at Waiea from prior quarter is a result of subdividing one large unit due to demand for smaller units in the tower. (g) Total deposits held for future use are shown in Restricted cash on the balance sheet. (h) Total not including Kô‘ula, our newest building that began public sales in January 2019 and contracted 314 units this quarter. Kô‘ula is excluded as we have not yet commenced construction. HowardHughes.com 214.741.7744 23


 
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 Allen, TX 100% 238 Located 27 miles north of Downtown Dallas. Agricultural property tax exemptions are in place for most of the property, which reduces carrying costs. 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 $5.3 million. 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 24


 
Debt Summary Debt Summary (In thousands) March 31, 2019 December 31, 2018 Fixed-rate debt: Unsecured 5.375% Senior Notes $ 1,000,000 $ 1,000,000 Secured mortgages, notes and loans payable 660,229 648,707 Special Improvement District bonds 14,978 15,168 Variable-rate debt: Mortgages, notes and loans payable, excluding condominium financing (a) 1,494,918 1,454,579 Condominium financing (a) 104,254 96,757 Mortgages, notes and loans payable 3,274,379 3,215,211 Unamortized bond issuance costs (5,889) (6,096) Deferred financing costs (26,505) (27,902) Total mortgages, notes and loans payable, net 3,241,985 3,181,213 Total unconsolidated mortgages, notes and loans payable at pro-rata share 96,446 96,185 Total Debt $ 3,338,431 $ 3,277,398 Net Debt on a Segment Basis, at share as of March 31, 2019 Master Non- Operating Seaport Planned Strategic Segment Segment (In thousands) Assets District Communities Developments Totals Amounts Total Mortgages, notes and loans payable, excluding condominium financing (a) (b) $ 1,762,609 $ 142,323 $ 230,231 $ 95,582 $ 2,230,745 $ 1,003,433 $ 3,234,178 Condominium financing (a) — — — 104,254 104,254 — 104,254 Less: cash and cash equivalents (b) (63,627) (765) (163,073) (38,055) (265,520) (246,592) (512,112) Special Improvement District receivables — — (18,054) — (18,054) — (18,054) Municipal Utility District receivables — — (246,231) — (246,231) — (246,231) TIF Receivable — — — (3,896) (3,896) — (3,896) Net Debt $ 1,698,982 $ 141,558 $ (197,128) $ 157,885 $ 1,801,298 $ 756,841 $ 2,558,140 Consolidated Debt Maturities and Contractual Obligations by Extended Maturity Date as of March 31, 2019 (c) Remaining (In thousands) in 2019 2020 2021 2022 2023 2024 Thereafter Total Mortgages, notes and loans payable $ 84,001 $ 309,114 $ 419,558 $ 235,983 $ 764,029 $ 70,103 $ 1,391,591 $ 3,274,379 Interest payments 122,864 153,925 133,638 117,842 100,906 72,097 113,864 815,136 Ground lease and other leasing commitments 5,201 7,272 7,111 6,373 6,390 6,432 266,855 305,634 Total consolidated debt maturities and contractual obligations $ 212,066 $ 470,311 $ 560,307 $ 360,198 $ 871,325 $ 148,632 $ 1,772,310 $ 4,395,149 (a) As of March 31, 2019 and December 31, 2018, $615.0 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt. An additional $50.0 million of variable rate debt was subject to interest rate collars and $75.0 million of variable rate debt was capped at a maximum interest rate as of March 31, 2019 and December 31, 2018. (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 25


 
Property-Level Debt Property-Level Debt ($ in thousands) Q1 2019 Principal Asset Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Master Planned Communities The Woodlands Master Credit Facility $ 150,000 L+275 Floating/Cap 5.24% Apr-20 / Apr-21 Bridgeland Credit Facility 65,000 L+315 Floating 5.75% Nov-20 / Nov-22 215,000 Operating Assets Outlet Collection at Riverwalk 47,068 L+250 Floating 4.99% Oct-19 / Oct-20 Three Hughes Landing 56,538 L+260 Floating 5.09% Dec-19 / Dec-20 The Woodlands Resort & Conference Center 62,500 L+250 Floating 4.99% Dec-21 / Dec-23 Downtown Summerlin 264,884 L+215 Floating 4.64% Sep-20 / Sep-21 Two Merriweather 24,000 L+250 Floating 4.99% Oct-20 / Oct-21 HHC 242 Self-Storage 6,604 L+260 Floating 5.09% Oct-19 / Oct-21 HHC 2978 Self-Storage 6,042 L+260 Floating 5.09% Jan-20 / Jan-22 20/25 Waterway Avenue 13,328 4.79% Fixed 4.79% May-22 Millennium Waterway Apartments 53,817 3.75% Fixed 3.75% Jun-22 Aristocrat 28,057 P + 40 Floating 5.90% Oct-22 Two Summerlin 24,113 P + 40 Floating 5.90% Oct-22 Lake Woodlands Crossing Retail 10,382 L+180 Floating 4.29% Jan-23 Senior Secured Credit Facility 615,000 4.61% Floating/Swap 4.61% (b) Sep-23 Lakefront North 24,243 L+200 Floating 4.49% Dec-22 / Dec-23 9303 New Trails 11,508 4.88% Fixed 4.88% Dec-23 4 Waterway Square 33,701 4.88% Fixed 4.88% Dec-23 3831 Technology Forest Drive 21,461 4.50% Fixed 4.50% Mar-26 Kewalo Basin Harbor 6,483 L+275 Floating 5.24% Sep-27 Millennium Six Pines Apartments 42,500 3.39% Fixed 3.39% Aug-28 3 Waterway Square 48,676 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 Summerlin Ballpark 40,016 4.92% Fixed 4.92% Dec-39 Columbia Regional Building 24,967 4.48% Fixed 4.48% Feb-37 1,694,528 Seaport District 250 Water Street 129,723 6.00% Fixed 6.00% Jun-19 / Jun-20 HowardHughes.com 214.741.7744 26


 
Property-Level Debt (con't) ($ in thousands) Q1 2019 Principal Asset Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Strategic Developments Ke Kilohana 104,254 L+325 Floating 5.74% Dec-19 / Dec-20 100 Fellowship Drive 38,099 L+150 Floating 3.99% May-22 Lakeside Row 2,693 L+225 Floating 4.74% Jul-22 / Jul-23 Two Lakes Edge — L+215 Floating 4.64% Oct-22 / Oct-23 Creekside Park West — L+225 Floating 4.74% Mar-23 / Mar-24 110 North Wacker 50,000 L+300 Floating/Collar 5.49% Apr-22 / Apr-24 6100 Merriweather — L+275 Floating 5.24% Sep-22 / Sep-24 Juniper Apartments (c) — L+275 Floating 5.24% Sep-22 / Sep-24 Tanager Apartments 13,212 L+225 Floating 4.74% Oct-21 / Oct-24 208,258 Total (d) $ 2,247,509 (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 Center, One Mall North, One Merriweather, 1701 Lake Robbins, 1725-1735 Hughes Landing Boulevard, Creekside Village Green, Lakeland Village Center at Bridgeland, Embassy Suites at Hughes Landing, The Westin at The Woodlands and certain properties at Ward Village. (c) Formerly known as Columbia Multi-family. (d) Excludes JV debt, Corporate level debt, and SID bond debt related to Summerlin MPC and retail. HowardHughes.com 214.741.7744 27


 
Summary of Ground Leases Summary of Ground Leases Minimum Contractual Ground Lease Payments ($ in thousands) Future Cash Payments Pro-Rata Three months ended Remaining Year Ending December 31, Ground Leased Asset Share Expiration Date March 31, 2019 2019 2020 Thereafter Total Riverwalk (a) 100% 2045-2046 $ 532,000 $ 1,593 $ 2,125 $ 55,192 $ 58,910 Seaport 100% 2031 (b) 403,000 1,233 1,682 202,395 205,310 Kewalo Basin Harbor 100% 2049 75,000 225 300 8,600 9,125 $ 1,010,000 $ 3,051 $ 4,107 $ 266,187 $ 273,345 (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 December 30, 2031 but subject to extension options through December 31, 2072. Future cash payments are inclusive of extension options. HowardHughes.com 214.741.7744 28


 
Definitions Definitions Under Construction - Projects in the Strategic Developments and Seaport District segments for which construction has commenced as of March 31, 2019, unless otherwise noted. This excludes MPC and condominium development. Unstabilized - Properties in the Operating Assets and Seaport District segments that have been in service for less than 36 months and do not exceed 90% occupancy. Stabilized - Properties in the Operating Assets and Seaport District segments 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, other (loss) income, 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 and Seaport District segments 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 29


 
Reconciliation of Non-GAAP Measures Reconciliation of Non-GAAP Measures Reconciliation of Operating Assets segment EBT to Total NOI: (In thousands) Q1 2019 Q4 2018 Q3 2018 Q2 2018 Q1 2018 FY 2018 FY 2017 Total Operating Assets segment EBT (a) $ 5,686 $ (5,793) $ (4,115) $ 5,386 $ 8,365 $ 3,843 $ (17,087) Depreciation and amortization 27,108 29,265 26,470 24,198 23,360 103,293 117,835 Interest expense, net 18,991 18,664 18,892 17,308 16,687 71,551 61,583 Equity in earnings from real estate and other affiliates (2,709) (487) 75 1,000 (2,583) (1,995) (3,735) Straight-line rent amortization (2,845) (3,277) (3,243) (2,414) (3,122) (12,056) (8,220) Other 122 602 2,811 (422) 313 3,304 799 Total Operating Assets NOI - Consolidated 46,353 38,974 40,890 45,056 43,020 167,940 151,175 Redevelopments 110 North Wacker — 513 — — — 513 — Total Operating Asset Redevelopments NOI — 513 — — — 513 — Dispositions Cottonwood Square — — — — 11 11 (750) Park West — — — — — — 60 Total Operating Asset Dispositions NOI — — — — 11 11 (690) Consolidated Operating Assets NOI excluding properties sold or in redevelopment 46,353 39,487 40,890 45,056 43,031 168,464 150,485 Company's Share NOI - Equity investees 1,464 1,952 1,343 791 575 4,661 4,401 Distributions from Summerlin Hospital Investment 3,625 — — — 3,435 3,435 3,383 Total Operating Assets NOI $ 51,442 $ 41,439 $ 42,233 $ 45,847 $ 47,041 $ 176,560 $ 158,269 (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 2019 presentation. HowardHughes.com 214.741.7744 30


 
Reconciliation of Non-GAAP Measures (con't) Reconciliation of Non-GAAP Measures Reconciliation of Seaport District segment EBT to Total NOI: (In thousands) Q1 2019 Q4 2018 Q3 2018 Q2 2018 Q1 2018 FY 2018 FY 2017 Total Seaport District segment EBT (a) $ (15,852) $ (15,660) $ (8,798) $ (856) $ 1,449 $ (23,865) $ 3,402 Depreciation and amortization 6,193 5,959 2,309 1,953 2,244 12,465 6,270 Interest expense (income), net 1,532 2,176 (1,471) (3,278) (3,717) (6,290) (13,229) Equity in (earnings) loss from real estate and other affiliates 632 14 452 240 — 706 644 Straight-line rent amortization 755 179 (274) (155) (182) (432) 115 Loss on sale or disposal of real estate 6 — — — — — — Other - Development related 2,768 3,849 4,857 2,561 723 11,990 1,540 Total Seaport District NOI - Consolidated (3,966) (3,483) (2,925) 465 517 (5,426) (1,258) Company's Share NOI - Equity investees (195) (134) (452) (127) — (713) — Total Seaport District NOI $ (4,161) $ (3,617) $ (3,377) $ 338 $ 517 $ (6,139) $ (1,258) (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 2019 presentation. HowardHughes.com 214.741.7744 31


 
Reconciliation of Non-GAAP Measures (con't) Reconciliations of Non-GAAP Measures (In thousands) Three Months Ended March 31, Three Months Ended December 31, Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue 2019 2018 2018 2017 Total residential land sales closed in period $ 39,479 $ 42,778 $ 30,197 $ 55,759 Total commercial land sales closed in period — — 2,356 13,955 Net recognized (deferred) revenue: Bridgeland — 2 422 (634) Summerlin 1,444 753 1,817 (2,270) Total net recognized (deferred) revenue 1,444 755 2,239 (2,904) Special Improvement District bond revenue 388 3,032 385 4,254 Total land sales revenue - GAAP basis $ 41,311 $ 46,565 $ 35,177 $ 71,064 Three Months Ended March 31, Three Months Ended December 31, Reconciliation of MPC Segment EBT to MPC Net Contribution 2019 2018 2018 2017 MPC segment EBT $ 37,597 $ 36,836 $ 30,617 $ 52,604 Plus: Cost of sales - land 16,818 26,043 14,605 32,828 Depreciation and amortization 160 81 2 (76) MUD and SID bonds collections, net 862 (2,624) 42,753 54,551 Distributions from real estate and other affiliates 1,435 — 6,330 10,000 Less: MPC development expenditures (56,772) (42,000) (55,899) (46,924) MPC land acquisitions (752) (506) (5,262) (3,001) Equity in earnings in real estate and other affiliates (7,837) (11,128) (1,602) (1,682) MPC Net Contribution $ (8,489) $ 6,702 $ 31,544 $ 98,300 Three Months Ended March 31, Three Months Ended December 31, Reconciliation of Segment EBTs to Net Income 2019 2018 2018 2017 Operating Assets segment EBT $ 5,686 $ 8,365 $ (5,793) $ (10,672) MPC segment EBT 37,597 36,836 30,617 52,604 Seaport District segment EBT (15,852) 1,449 (15,660) 1,455 Strategic Developments segment EBT 60,646 6,252 96,433 53,756 Corporate and other items (45,136) (50,510) (57,809) (27,462) Income before taxes 42,941 2,392 47,788 69,681 Provision for income taxes (11,016) (558) (9,864) 77,647 Net income 31,925 1,834 37,924 147,328 Net loss attributable to noncontrolling interests (104) (360) (663) 1,793 Net income attributable to common stockholders $ 31,821 $ 1,474 $ 37,261 $ 149,121 HowardHughes.com 214.741.7744 32


 
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