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Section 1: 8-K (8-K)

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false0001498828 0001498828 2020-05-11 2020-05-11


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 11, 2020
 

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

 
Delaware
 
001-34856
 
36-4673192
 (State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
 (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:
 
           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
            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

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 11, 2020, The Howard Hughes Corporation (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2020. 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 11, 2020, the Company issued supplemental information for the first quarter ended March 31, 2020. 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 Executive Vice President, Secretary and
General Counsel
 
Date:  May 11, 2020



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1
    
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PRESS RELEASE
Contact Information:    
David R. O’Reilly
Chief Financial Officer
(214) 741-7744    
David.O’[email protected]

The Howard Hughes Corporation® Reports First Quarter 2020 Results
Resilient first quarter results and significantly enhanced liquidity profile achieved through $594 million in net proceeds from common stock offering, sale of 100 Fellowship Drive and recent financing activities

Dallas, TX, May 11, 2020The Howard Hughes Corporation® (NYSE: HHC) (the “Company,” “HHC” or “we”) announced today operating results for the first quarter ended March 31, 2020. 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.

“The first quarter of 2020 saw our company continue its positive momentum from last quarter, which was the strongest in our history, and we were on our way to eclipsing those results prior to the arrival of the COVID-19 pandemic,” said Paul H. Layne, Chief Executive Officer. “Despite the challenges presented by the pandemic, our first quarter of 2020 demonstrates that our financial discipline and prudent actions have us well-positioned for a quick return as we see demand in each of our markets for development and growth.

“With the onset of the pandemic, we quickly took action to protect our employees, tenants, customers and communities, as well as further secure the financial footing of our company. A successful common stock offering generated $594 million, which, along with debt financing and overhead reduction, has provided us the liquidity and flexibility to continue to make the best long-term value decisions. In addition, the equity raise gives us the ability to execute on value-creating projects in this challenging environment.

“Early on, we saw that the pandemic seemed to be uniquely positioned in the regions where we operate and would affect many of the sectors that have been meaningful drivers of our financial results.

“While retail collections and our Woodlands’ hotels have been negatively impacted by the pandemic beginning in April, we continue to see strong results across our businesses. We have received approximately 95% for both our office and multi-family collections. At Ward Village, Victoria Place remains the fastest-selling market tower in the history of the development, and is already 65.9% pre-sold as of April 30, 2020. We have also maintained outstanding leasing momentum at 110 North Wacker in downtown Chicago, where our trophy-class office tower is 74% leased in advance of its fourth quarter 2020 completion date.

“As a result of the pandemic, our three hotels in The Woodlands were shut down in accordance with government guidelines, which had a negative effect on our financial results in the first quarter. Restrictions are now beginning to lift and, due to demand, we will begin resuming operations on a limited basis at our Woodlands’ hotels starting at the end of the month. While we are encouraged by these positive signs and results we have seen, we recognize that the pandemic has created uncertainties as to our future results.


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“We are making significant progress on the execution of our Transformation Plan commitments to sell non-core properties and to focus resources on the growth of our core MPC business. In The Woodlands, the sale of 100 Fellowship Drive generated $64.2 million in net proceeds, and exemplifies the type of value creation opportunities that Howard Hughes is able to execute in challenging times. We have also signed a 133,948-square-foot lease for the top five floors of 9950 Woodloch Forest Drive, one of the two premier Class AAA towers recently rebranded The Woodlands Towers at The Waterway.

“The master planned communities that are the core of our business have always been highly desirable places to live, offering residents an exceptional quality of life, including some of the best schools and hospital systems in the country. Our MPCs are walkable communities in beautiful, natural settings with urban conveniences, outstanding amenities, low density, and expansive open green space with hiking and biking trails. Our communities, including Summerlin, The Woodlands, Bridgeland, Columbia and Ward Village provide the exceptional lifestyle options that so many people are now seeking in a post-COVID world.”

First Quarter 2020 Highlights

Net income attributable to common stockholders decreased to a loss of $125.1 million, or $2.88 per diluted share, for the three months ended March 31, 2020, compared to $31.8 million, or $0.74 per diluted share, for the three months ended March 31, 2019.
Completed an equity offering of common stock resulting in the issuance of 12,270,900 shares and receipt of $593.7 million in net proceeds.
Completed $537.2 million of new financings, which include a $356.8 million construction loan for Kō'ula, a $137.0 million partial refinance of The Woodlands Towers at the Waterway bridge loan and a $43.4 million construction loan for Creekside Park Apartments Phase II.
Total Net operating income (“NOI”)(1) from the Operating Assets segment, including our share of NOI from equity investments, grew by 24.2% to $63.9 million for the three months ended March 31, 2020, compared to $51.4 million for the prior year period.
MPC segment earnings before tax (“EBT”) increased by $6.5 million to $44.1 million for the three months ended March 31, 2020, primarily driven by higher builder price participation at Summerlin and higher Equity in earnings from real estate and other affiliates at The Summit.
Continued progress on announced Transformation Plan highlighted by the sale of 100 Fellowship Drive, the 203,257 square foot building in The Woodlands® that is home to MD Anderson, for net proceeds of $64.2 million, resulting in a gain of $38.3 million.
Launched public pre-sales of our newest project at Ward Village®, Victoria Place®, where as of April 30, 2020, we have executed contracts for 230 condominium units, or 65.9% of total units.
Increased Seaport District segment revenues by $2.7 million to $9.7 million for the three months ended March 31, 2020, compared to the prior year period due to The Fulton and Malibu Farm, which opened in the second and third quarters of 2019, respectively, as well as rental revenue as a result of increased occupancy over the period. This growth was despite the complete shut-down of the Seaport District on March 14, 2020.
Western Midstream Partners, LP signed a 133,948-square-foot lease for the top five floors of 9950 Woodloch Forest Drive at The Woodlands Towers at The Waterway.

COVID-19 Impact - For the month ended April 30, 2020

The health and safety of our employees, tenants and customers remains our highest priority. We activated our Crisis Committee and created a task force to prepare buildings for re-occupancy and will implement a number of processes and communications to provide a safe environment at our properties.
We continue to maintain a strong liquidity position with $1.0 billion of total liquidity as of March 31, 2020, consisting of $971.7 million of cash and $64.2 million of cash held in 1031 exchange escrow.
For the month ending April, we collected, of our total commercial billings, 94.5% of our Office portfolio billings, 95.3% of our Multi-family portfolio billings, 44.3% of our Retail portfolio billings and 76.6% of our Other portfolio billings. Our hospitality properties remain closed since March 22, 2020.

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While they do not directly impact our results of operations, we believe that new home sales are a leading indicator for future homes sales in our MPCs. April new home sales decreased 47.5% to 83 homes sold across all of our MPCs relative to March 2020 new home sales.
The Seaport District remains closed, and we are continuing to monitor the status of containment measures and mandatory closures in New York City, which will directly impact our revenue in our managed businesses, our tenants and their ability to make timely rental payments under their leases with us and our ability to continue construction at the Tin Building.
At Ward Village, we contracted to sell five additional condominiums at Victoria Place in April 2020.
Through our HHCares program, we have leveraged our owned restaurants and partnered with our grocery and restaurant tenants to provide food to local hospitals, first responders and displaced hospitality employees.

Highlights of our results for the three months ended March 31, 2020, are summarized below. We are primarily focused on creating shareholder value by increasing our per share net asset value. Often, the nature of our business results in 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)
 
2020
 
2019
 
Change
 
% Change
Operating Assets NOI
 (1) 
 
 
 
 
 
 
 
 
Office
 
$
34,437

 
$
18,962

 
$
15,475

 
81.6
 %
Retail
 
14,490

 
16,245

 
(1,755
)
 
(10.8
)%
Multi-family
 
4,547

 
4,361

 
186

 
4.3
 %
Hospitality
 
4,381

 
7,858

 
(3,477
)
 
(44.2
)%
Other
 
51

 
(1,073
)
 
1,124

 
104.8
 %
Company's share NOI (a)
 
5,961

 
5,089

 
872

 
17.1
 %
Total Operating Assets NOI (b)
 
$
63,867

 
$
51,442

 
$
12,425

 
24.2
 %
 
 
 
 
 
 
 
 
 
Projected stabilized NOI Operating Assets ($ in millions)
 
$
362.4

 
$
320.9

 
$
41.5

 
12.9
 %
 
 
 
 
 
 
 
 
 
MPC
 
 
 
 
 
 
 
 
Acres Sold - Residential
 
57
 ac.
 
77
 ac.
 
(21
) ac.
 
(26.6
)%
Acres Sold - Commercial
 
16
 ac.
 

 
16
 ac.
 
 %
Price Per Acre - Residential
 
$
526

 
$
498

 
$
28

 
5.7
 %
Price Per Acre - Commercial
 
$
131

 
$

 
$
131

 
 %
MPC EBT
 
$
44,121

 
$
37,597

 
$
6,524

 
17.4
 %
 
 
 
 
 
 
 
 
 
Seaport District NOI
(1) 
 
 
 
 
 
 
 
 
Historic District & Pier 17 - Landlord
 
$
(1,861
)
 
$
(1,718
)
 
$
(143
)
 
(8.3
)%
Multi-family
 
104

 
81

 
23

 
28.4
 %
Hospitality
 

 
15

 
(15
)
 
(100
)%
Historic District & Pier 17 - Managed Businesses
 
(2,080
)
 
(2,653
)
 
573

 
21.6
 %
Events, Sponsorships & Catering Business
 
(53
)
 
290

 
(343
)
 
(118.3
)%
Company's share NOI (a)
 
(376
)
 
(195
)
 
(181
)
 
92.8
 %
Total Seaport District NOI
 
$
(4,266
)
 
$
(4,180
)
 
$
(86
)
 
2.1
 %
 
 
 
 
 
 
 
 
 
Strategic Developments
 
 
 
 
 
 
 
 
Condominium units contracted to sell (c)
 
14

 
16

 
(2
)
 
(12.5
)%
 
(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, 2020

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Financial Data
(1)See the accompanying appendix for a reconciliation of GAAP to non-GAAP financial measures and a statement indicating why management believes the non-GAAP financial measure provides useful information for investors.

About The Howard Hughes Corporation® 

The Howard Hughes Corporation owns, manages and develops commercial, residential and mixed-use real estate throughout the U.S. Its award-winning assets include the country’s preeminent portfolio of master planned communities, as well as operating properties and development opportunities including: the Seaport District in New York; Columbia, Maryland; The Woodlands®, The Woodlands Hills®, and Bridgeland® in the Greater Houston, Texas area; Summerlin®, Las Vegas; and Ward Village® in Honolulu, Hawai‘i. The Howard Hughes Corporation’s portfolio is strategically positioned to meet and accelerate development based on market demand, resulting in one of the strongest real estate platforms in the country. Dedicated to innovative place making, the Company is recognized for its ongoing commitment to design excellence and to the cultural life of its communities. The Howard Hughes Corporation is traded on the New York Stock Exchange as HHC. For additional information visit www.howardhughes.com

The Howard Hughes Corporation has partnered with Say, the fintech startup reimagining shareholder communications, to allow investors to submit and upvote questions they would like to see addressed on the Company’s first quarter earnings call. Say verifies all shareholder positions and provides permission to participate on the May 12, 2020 call, during which the Company’s leadership will be answering top questions. Utilizing the Say platform, The Howard Hughes Corporation elevates its capabilities for responding to Company shareholders, making its investor relations Q&A more transparent and engaging.

The Howard Hughes Corporation will host its investor conference call on Tuesday, May 12, 2020, at 9:00 a.m Central Standard Time (10:00 a.m. Eastern Standard Time) to discuss first quarter 2020 results. To participate, please dial 1-877-883-0383 within the U.S., 1-877-885-0477 within Canada, or 1-412-902-6506 when dialing internationally. All participants should dial in at least five minutes prior to the scheduled start time, using 8373414 as the passcode. In addition to dial-in options, institutional and retail shareholders can participate by going to app.saytechnologies.com/howardhughes. Shareholders can email [email protected] for any support inquiries.

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:

the impact of COVID-19 on our business;
announcement of certain changes, which we refer to as our “Transformation Plan”, including new executive leadership, reduction in our overhead expenses, the proposed sale of our non-core assets and accelerated growth in our core MPC assets;
expected performance of our stabilized, income-producing properties and the performance and stabilization timing of properties that we have recently placed into service or are under construction;
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;
forecasts of our future economic performance; and
future liquidity, finance opportunities, development opportunities, development spending and management plans.

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

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Commission (“SEC”) on February 27, 2020 and the Final Prospectus Supplement which has been filed with the SEC on March 30, 2020. 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. We continually evaluate 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. A non-GAAP financial measure used throughout this release is Net operating income (“NOI”). We provide a more detailed discussion about this non-GAAP measure in our reconciliation of non-GAAP measures provided in the appendix 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)
 
2020
 
2019
Revenues:
 
 
 
 
Condominium rights and unit sales
 
$
43

 
$
198,310

Master Planned Communities land sales
 
39,732

 
41,312

Minimum rents
 
70,987

 
54,086

Other land, rental and property revenues
 
34,897

 
41,479

Tenant recoveries
 
20,875

 
13,508

Builder price participation
 
7,759

 
5,195

Interest income from sales-type leases
 
882

 

Total revenues
 
175,175

 
353,890

 
 
 
 
 
Expenses:
 
 
 
 
Condominium rights and unit cost of sales
 
97,901

 
137,694

Master Planned Communities cost of sales
 
16,786

 
16,818

Operating costs
 
64,606

 
68,759

Rental property real estate taxes
 
13,578

 
9,831

Provision for (recovery of) doubtful accounts
 
1,701

 
(2
)
Demolition costs
 

 
49

Development-related marketing costs
 
2,816

 
5,702

General and administrative
 
39,081

 
25,332

Depreciation and amortization
 
61,637

 
36,131

Total expenses
 
298,106

 
300,314

 
 
 
 
 
Other:
 
 
 
 
Provision for impairment
 
(48,738
)
 

Gain (loss) on sale or disposal of real estate and other assets, net
 
38,124

 
(6
)
Other (loss) income, net
 
(3,684
)
 
173

Total other
 
(14,298
)
 
167

 
 
 
 
 
Operating (loss) income
 
(137,229
)
 
53,743

 
 
 
 
 
Interest income
 
1,146

 
2,573

Interest expense
 
(34,448
)
 
(23,326
)
Equity in earnings from real estate and other affiliates
 
11,349

 
9,951

(Loss) income before taxes
 
(159,182
)
 
42,941

Provision for income taxes
 
(34,100
)
 
11,016

Net (loss) income
 
(125,082
)
 
31,925

Net income attributable to noncontrolling interests
 
(52
)
 
(104
)
Net (loss) income attributable to common stockholders
 
$
(125,134
)
 
$
31,821

 
 
 
 
 
Basic (loss) income per share:
 
$
(2.88
)
 
$
0.74

Diluted (loss) income per share:
 
$
(2.88
)
 
$
0.74


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THE HOWARD HUGHES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
 
 
March 31,
 
December 31,
(In thousands, except par values and share amounts)
 
2020
 
2019
Assets:
 
 
 
 
Investment in real estate:
 
 
 
 
Master Planned Communities assets
 
$
1,672,534

 
$
1,655,674

Buildings and equipment
 
3,901,549

 
3,813,595

Less: accumulated depreciation
 
(549,452
)
 
(507,933
)
Land
 
359,211

 
353,022

Developments
 
1,488,869

 
1,445,997

Net property and equipment
 
6,872,711

 
6,760,355

Investment in real estate and other affiliates
 
127,293

 
121,757

Net investment in real estate
 
7,000,004

 
6,882,112

Net investment in lease receivable
 
2,933

 
79,166

Cash and cash equivalents
 
971,695

 
422,857

Restricted cash
 
267,018

 
197,278

Accounts receivable, net
 
9,944

 
12,279

Municipal Utility District receivables, net
 
301,897

 
280,742

Notes receivable, net
 
36,000

 
36,379

Deferred expenses, net
 
139,329

 
133,182

Operating lease right-of-use assets, net
 
58,347

 
69,398

Prepaid expenses and other assets, net
 
332,557

 
300,373

Total assets
 
$
9,119,724

 
$
8,413,766

 
 
 
 
 
Liabilities:
 
 
 
 
Mortgages, notes and loans payable, net
 
$
4,304,590

 
$
4,096,470

Operating lease obligations
 
69,980

 
70,413

Deferred tax liabilities
 
140,763

 
180,748

Accounts payable and accrued expenses
 
831,793

 
733,147

Total liabilities
 
5,347,126

 
5,080,778

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

 

Common stock: $.01 par value; 150,000,000 shares authorized, 55,989,263 issued and 54,939,003 outstanding as of March 31, 2020, and 150,000,000 shares authorized, 43,635,893 shares issued and 42,585,633 outstanding as of December 31, 2019
 
561

 
437

Additional paid-in capital
 
3,939,470

 
3,343,983

Accumulated deficit
 
(171,537
)
 
(46,385
)
Accumulated other comprehensive loss
 
(60,273
)
 
(29,372
)
Treasury stock, at cost, 1,050,260 shares as of March 31, 2020 and December 31, 2019
 
(120,530
)
 
(120,530
)
Total stockholders' equity
 
3,587,691

 
3,148,133

Noncontrolling interests
 
184,907

 
184,855

Total equity
 
3,772,598

 
3,332,988

Total liabilities and equity
 
$
9,119,724

 
$
8,413,766


Appendix - Reconciliation of Non-GAAP Measures

For the Three Months Ended March 31, 2020 and 2019

Below are GAAP to non-GAAP reconciliations of certain financial measures, as required under Regulation G of the Securities Exchange Act of 1934. Non-GAAP information should be considered by the reader in addition to, but not

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instead of, the financial statements prepared in accordance with GAAP. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be comparable to similarly titled measures.

As a result of our four segments, Operating Assets, Master Planned Communities (“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, segment EBT should not be considered as an alternative to GAAP net income.

 
 
Three Months Ended March 31,
 
 
(In thousands)
 
2020
 
2019
 
$ Change
Operating Assets Segment EBT
 
 
 
 
 
 
Total revenues (a)
 
$
114,257

 
$
91,953

 
$
22,304

Total operating expenses (b)
 
(52,240
)
 
(42,912
)
 
(9,328
)
Segment operating income
 
62,017

 
49,041

 
12,976

Depreciation and amortization
 
(37,089
)
 
(27,108
)
 
(9,981
)
Interest expense, net
 
(26,193
)
 
(18,991
)
 
(7,202
)
Other (loss) income, net
 
(59
)
 
35

 
(94
)
Equity in earnings from real estate and other affiliates
 
4,394

 
2,709

 
1,685

Gain on sale or disposal of real estate
 
38,124

 

 
38,124

Provision for impairment
 
(48,738
)
 

 
(48,738
)
Segment EBT
 
(7,544
)
 
5,686

 
(13,230
)
 
 
 
 
 
 
 
MPC Segment EBT
 
 
 
 
 
 
Total revenues
 
50,446

 
50,896

 
(450
)
Total operating expenses
 
(23,722
)
 
(28,514
)
 
4,792

Segment operating income
 
26,724

 
22,382

 
4,342

Depreciation and amortization
 
(91
)
 
(160
)
 
69

Interest income, net
 
8,554

 
7,543

 
1,011

Other loss, net
 

 
(5
)
 
5

Equity in earnings from real estate and other affiliates
 
8,934

 
7,837

 
1,097

Segment EBT
 
44,121

 
37,597

 
6,524

 
 
 
 
 
 
 
Seaport District Segment EBT
 
 
 
 
 
 
Total revenues
 
9,694

 
7,030

 
2,664

Total operating expenses
 
(14,311
)
 
(14,433
)
 
122

Segment operating loss
 
(4,617
)
 
(7,403
)
 
2,786

Depreciation and amortization
 
(20,875
)
 
(6,193
)
 
(14,682
)
Interest expense, net
 
(5,053
)
 
(1,532
)
 
(3,521
)
Other loss, net
 
(3,368
)
 
(86
)
 
(3,282
)
Equity in losses from real estate and other affiliates
 
(2,043
)
 
(632
)
 
(1,411
)
Loss on sale or disposal of real estate
 

 
(6
)
 
6

Segment EBT
 
(35,956
)
 
(15,852
)
 
(20,104
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

8



 
 
Three Months Ended March 31,
 
 
(In thousands)
 
2020
 
2019
 
$ Change
Strategic Developments Segment EBT
 
 
 
 
 
 
Total revenues
 
760

 
204,011

 
(203,251
)
Total operating expenses
 
(104,299
)
 
(146,303
)
 
42,004

Segment operating (loss) income
 
(103,539
)
 
57,708

 
(161,247
)
Depreciation and amortization
 
(1,761
)
 
(1,056
)
 
(705
)
Interest income, net
 
1,931

 
3,262

 
(1,331
)
Other (loss) income, net
 
(375
)
 
693

 
(1,068
)
Equity in earnings from real estate and other affiliates
 
64

 
37

 
27

Segment EBT
 
(103,680
)
 
60,644

 
(164,324
)
 
 
 
 
 
 
 
Consolidated Segment EBT
 
 
 
 
 
 
Total revenues
 
175,157

 
353,890

 
(178,733
)
Total operating expenses
 
(194,572
)
 
(232,162
)
 
37,590

Segment operating income
 
(19,415
)
 
121,728

 
(141,143
)
Depreciation and amortization
 
(59,816
)
 
(34,517
)
 
(25,299
)
Interest expense, net
 
(20,761
)
 
(9,718
)
 
(11,043
)
Other (loss) income, net
 
(3,802
)
 
637

 
(4,439
)
Equity in earnings from real estate and other affiliates
 
11,349

 
9,951

 
1,398

Gain (loss) on sale or disposal of real estate, net
 
38,124

 
(6
)
 
38,130

Provision for impairment
 
(48,738
)
 

 
(48,738
)
Consolidated segment EBT
 
(103,059
)
 
88,075

 
(191,134
)
 
 
 
 
 
 
 
Corporate income, expenses and other items
 
(22,023
)
 
(56,150
)
 
34,127

Net (loss) income
 
(125,082
)
 
31,925

 
(157,007
)
Net income attributable to noncontrolling interests
 
(52
)
 
(104
)
 
52

Net (loss) income attributable to common stockholders
 
$
(125,134
)
 
$
31,821

 
$
(156,955
)
 
(a)
Includes hospitality revenues for the three months ended March 31, 2020, and 2019, of $17.2 million and $22.9 million, respectively.
(b)
Includes hospitality operating costs for the three months ended March 31, 2020, and 2019, of $12.9 million and $15.6 million, respectively.

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, net; ground rent amortization; demolition costs; other (loss) income; amortization; depreciation; development-related marketing cost; gain on sale or disposal of real estate and other assets, net; provision for impairment and equity in earnings from real estate and other affiliates. All management fees have been eliminated for all internally-managed properties. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that property-specific factors such as lease structure, lease rates and tenant base have on our operating results, gross margins and investment returns. Variances between years in NOI typically result from changes in rental rates, occupancy, tenant mix and operating expenses. Although we believe that NOI provides useful information to investors about the performance of our Operating Assets 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 segment EBT to NOI for Operating Assets and Seaport District has been presented in the tables below.

9



 
 
Three Months Ended March 31,
 
 
(Unaudited)
(In thousands)
 
2020
 
2019
Total Operating Assets segment EBT (a)
 
$
(7,544
)
 
$
5,686

 
 
 
 
 
Add back:
 
 
 
 
Depreciation and amortization
 
37,089

 
27,108

Interest expense, net
 
26,193

 
18,991

Equity in earnings from real estate and other affiliates
 
(4,394
)
 
(2,709
)
Gain on sale or disposal of real estate and other assets, net
 
(38,124
)
 

Provision for impairment
 
48,738

 

Impact of straight-line rent
 
(3,103
)
 
(2,845
)
Other
 
173

 
122

Total Operating Assets NOI - Consolidated
 
59,028

 
46,353

 
 
 
 
 
Redevelopments
 
 
 
 
110 North Wacker
 
1

 

Total Operating Asset Redevelopments NOI
 
1

 

 
 
 
 
 
Dispositions
 
 
 
 
100 Fellowship Drive
 
(1,123
)
 

Total Operating Asset Dispositions NOI
 
(1,123
)
 

 
 
 
 
 
Consolidated Operating Assets NOI excluding properties sold or in redevelopment
 
57,906

 
46,353

 
 
 
 
 
Company's Share NOI - Equity investees
 
2,237

 
1,464

 
 
 
 
 
Distributions from Summerlin Hospital Investment
 
3,724

 
3,625

 
 
 
 
 
Total Operating Assets NOI
 
$
63,867

 
$
51,442

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



10



 
 
Three Months Ended March 31,
 
 
(Unaudited)
(In thousands)
 
2020
 
2019
Total Seaport District segment EBT (a)
 
$
(35,956
)
 
$
(15,852
)
 
 
 
 
 
Add back:
 
 
 
 
Depreciation and amortization
 
20,875

 
6,193

Interest expense (income), net
 
5,053

 
1,532

Equity in losses from real estate and other affiliates
 
2,043

 
632

Loss on sale or disposal of real estate
 

 
6

Impact of straight-line rent
 
125

 
755

Other loss, net (b)
 
3,970

 
2,749

Total Seaport District NOI - Consolidated
 
(3,890
)
 
(3,985
)
 
 
 
 
 
Company's Share NOI - Equity investees
 
(376
)
 
(195
)
 
 
 
 
 
Total Seaport District NOI
 
$
(4,266
)
 
$
(4,180
)
 
(a)
Segment EBT excludes corporate expenses and other items that are not allocable to the segments.
(b)
Includes miscellaneous development-related items as well as the loss related to the write-off of inventory due to the permanent closure of 10 Corso Como Retail and Café during the three months ended March 31, 2020.
 

11
(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

hhcsupplemental1q20
Exhibit 99.2 Seaport District HughesThe Woodlands Landing Towers at the Waterway 6100 Merriweather New York, NY Houston,The Woodlands, TX TX Columbia, MD Supplemental Information Three months ended March 31, 2020 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, 2019, as filed with the Securities and Exchange Commission ("SEC") on February 27, 2020 as amended and supplemented by any risk factors contained in our quarterly reports on Form 10-Q, which have been subsequently filed with the SEC. 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, gain on sale or disposal of real estate and other assets, net, provision for impairment, 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, officers and certain 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 Projects 16 Acquisitions / Dispositions 21 Income Reconciliations 10 Seaport District Operating Performance 17 Master Planned Community Land 22 Ward Village Condominiums 23 Other/Non-core Assets 24 Debt Summary 25 Property-Level Debt 26 Ground Leases 28 Restructuring Expenses 29 Definitions 30 Reconciliations of Non-GAAP Measures 31 HowardHughes.com 214.741.7744 3


 
Company Profile - Summary & Results Company Profile - Summary & Results Company Overview - Q1 2020 Recent Company Highlights DALLAS, March 30, 2020 (PRNewswire) -- The Howard Hughes Corporation (HHC) closed on two loans totaling over $490 million. A $356.8 million construction loan was secured for Kō'ula, the sixth residential mixed-use development Exchange / Ticker NYSE: HHC at Ward Village, reflecting continued strong demand for the acclaimed 60-acre MPC. In addition, a $137 million, 5-year term loan was secured for 9950 Woodloch Forest Drive, one of two premier Class AAA towers in The Woodlands comprising the newly rebranded The Woodlands Towers at The Waterway. Share Price - March 31, 2020 $ 50.52 DALLAS, March 27, 2020 (PRNewswire) -- HHC priced an underwritten public offering of 2,000,000 shares of the HHC's common stock, at $50 per share, for estimated aggregate net proceeds (after underwriting discounts and commissions and offering expenses) of $94,000,000. In addition, HHC entered into an agreement with Pershing Square Funds, Diluted Earnings / Share $ (2.88) which will purchase 10,000,000 shares, at $50 per share, for estimated aggregate net proceeds of $488,000,000 THE WOODLANDS, March 19, 2020 (PRNewswire) -- HHC signed a 133,948-square-foot lease for the top five floors FFO / Diluted Share $ (1.05) of 9950 Woodloch Forest Drive with Western Midstream Partners, LP (NYSE: WES). With this agreement, 9950 Woodloch Forest Drive is now 35% leased, with HHC's corporate headquarters set to relocate to the building later this year. Core FFO / Diluted Share $ (1.21) THE WOODLANDS, March 18, 2020 (PRNewswire) -- HHC sold the 208,000-square-foot MD Anderson building in The Woodlands for $115 million. With net proceeds of $64 million, the sale marks a gain of $52 million on a cash basis and is expected to result in a gain of approximately $39 million on a GAAP basis. In addition, this sale was done on a tax-free basis for federal income tax purposes as part of a reverse 1031 exchange involving the company's December AFFO / Diluted Share $ (1.31) purchase of The Woodlands Towers at The Waterway. Operating Portfolio by Region Q1 2020 MPC & Condominium Results $ in millions Woodlands/ Woodlands Hills 4% Summerlin ‘A‘ali‘i 60% 1Q20 15% 1Q20 MPC Condo EBT sales Kō'ula $44.1M Anaha 14 units 78% Bridgeland 7% 36% Q1 2020 MPC EBT Q1 2020 Condo Units Contracted Bridgeland $ 15.8 Waiea — Columbia (0.3) Anaha 1 Summerlin 27.0 ‘A‘ali‘i 2 Woodlands/Woodlands Hills 1.6 Kō'ula 11 Total $ 44.1 Total 14 HowardHughes.com 214.741.7744 4


 
Company Profile - Summary & Results (cont'd) Company Profile - Summary & Results (con't) Q1 2020 Path to Projected Annual Stabilized NOI Currently Under Construction Currently Unstabilized Currently Stabilized (a) Total $ in millions $ in millions $ in millions $ in millions Hotel Retail Other 2% Other 7% 6% Hotel 9% Hotel 29% 9% Projected Office Projected Projected Projected Stabilized 43% Retail Stabilized Stabilized Office Stabilized Office Retail NOI 3% NOI Retail NOI 47% NOI 47% 30% 21% Multi- $33.5M $96.4M $232.5M $362.4M family Multi- Office 50% family 50% 18% Multi- Multi-family family 17% 12% Retail & Office S.F. 1,569,898 Retail & Office S.F. 1,946,398 Retail & Office S.F. 7,134,710 Retail & Office S.F. 10,651,006 Multi-family Units 909 Multi-family Units 961 Multi-family Units 2,330 Multi-family Units 4,200 Hotel Keys — Hotel Keys 704 Hotel Keys 205 Hotel Keys 909 Other Units — / — Other Units — / — Other Units 135,801 / 1,374 Other Units 135,801 / 1,374 Projected Stabilized NOI $ 33.5 Projected Stabilized NOI (a) $ 96.4 Projected Stabilized NOI $ 232.5 Projected Stabilized NOI $ 362.4 Q1 2020 Operating Results by Property Type Currently Under Construction Currently Unstabilized Currently Stabilized Total (b) $ in millions $ in millions $ in millions $ in millions Hotel 29% Other Office Other Office 8% 51% 7% 54% 1Q20 Retail Under 3% 1Q20 Multi- 1Q20 Hotel 1Q20 Construction family Unstabilized Stabilized Hotel Total 2% 7% NOI 2% NOI NOI NOI $51.9M $0.0M $12.0M $63.9M Retail Multi- Retail 27% Office family 22% Multi-family 66% 12% 10% 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 project information. See page 30 for definitions of "Under Construction," "Unstabilized," "Stabilized" and "Net Operating Income (NOI)." (a) Stabilized NOI decreased from last quarter as a result of the 100 Fellowship Drive asset sale. See page 21 for the details of this disposition. (b) As a result of COVID-19, our Hospitality assets were temporarily shut down beginning in March 2020. HowardHughes.com 214.741.7744 5


 
Financial Summary Financial Summary ($ in thousands, except share price and billions) Q1 2020 Q4 2019 Q3 2019 Q2 2019 Q1 2019 FY 2019 FY 2018 Company Profile Share price (a) $50.52 $126.80 $129.60 $123.84 $110.00 $126.80 $97.62 Market Capitalization (b) $2.8b $5.4b $5.6b $5.4b $4.8b $5.4b $4.2b Enterprise Value (c) $6.3b $9.3b $8.8b $8.3b $7.7b $9.3b $7.0b Weighted avg. shares - basic 43,380 43,190 43,134 43,113 43,106 43,136 43,036 Weighted avg. shares - diluted 43,380 43,356 43,428 43,271 43,257 43,308 43,237 Total diluted share equivalents outstanding 54,939 42,673 43,426 43,223 43,223 42,678 43,109 Debt Summary Total debt payable (d) $ 4,345,066 $ 4,138,618 $ 3,665,263 $ 3,465,714 $ 3,274,379 $ 4,138,618 $ 3,215,211 Fixed-rate debt $ 1,906,187 $ 1,908,660 $ 2,011,626 $ 1,904,165 $ 1,675,207 $ 1,908,660 $ 1,663,875 Weighted avg. rate - fixed 5.06% 5.05% 5.11% 5.18% 5.06% 5.05% 5.17% Variable-rate debt, excluding condominium financing $ 2,362,424 $ 2,199,241 $ 1,625,792 $ 1,561,549 $ 1,494,918 $ 2,199,241 $ 1,454,579 Weighted avg. rate - variable 3.91% 4.32% 4.54% 4.79% 4.85% 4.32% 4.88% Condominium debt outstanding at end of period $ 76,455 $ 30,717 $ 27,846 $ — $ 104,254 $ 30,717 $ 96,757 Weighted avg. rate - condominium financing 4.29% 4.83% 5.12% N/A 5.74% 4.83% 5.75% Leverage ratio (debt to enterprise value) 68.40% 44.19% 41.17% 41.17% 42.16% 44.19% 45.47% (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 cash 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 2020 Q4 2019 Q3 2019 Q2 2019 Q1 2019 FY 2019 FY 2018 Earnings Profile Operating Assets Segment Income Revenues $ 111,170 $ 93,639 $ 101,694 $ 106,604 $ 89,107 $ 391,044 $ 335,145 Expenses (53,264) (48,414) (48,571) (47,899) (42,754) (187,638) (163,046) Company's Share NOI - Equity investees 5,961 2,123 2,043 1,688 5,089 10,943 8,096 Operating Assets NOI (a) 63,867 47,348 55,166 60,393 51,442 214,349 180,195 Avg. NOI margin 57% 51% 54% 57% 58% 55% 54% MPC Segment Earnings Total revenues 50,446 170,739 92,287 72,859 50,896 386,781 309,451 Total expenses (b) (23,813) (75,742) (44,723) (40,406) (28,679) (189,550) (169,699) Interest income, net (c) 8,554 7,643 8,550 8,283 7,543 32,019 26,919 Equity in earnings in real estate and other affiliates 8,934 9,477 4,523 6,499 7,837 28,336 36,284 MPC Segment EBT (c) 44,121 112,117 60,637 47,235 37,597 257,586 202,955 Seaport District Segment Income (d) Revenues 8,736 11,550 22,389 12,325 6,586 52,850 28,879 Expenses (12,626) (16,802) (25,281) (15,212) (10,571) (67,870) (34,357) Company's Share NOI - Equity investees (376) (325) (148) (42) (195) (710) (713) Seaport District NOI (e) (4,266) (5,577) (3,040) (2,929) (4,180) (15,730) (6,191) Avg. NOI margin (49%) (48%) (14%) (24%) (63%) (30%) (21%) Condo Gross Profit Revenues 43 5,009 9,999 235,622 198,310 448,940 357,720 Expenses (97,901) (4,435) (7,010) (220,620) (137,694) (369,759) (262,562) Condo Net Income $ (97,858) $ 574 $ 2,989 $ 15,002 $ 60,616 $ 79,181 $ 95,158 (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 current period 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. HowardHughes.com 214.741.7744 7


 
Balance Sheets (In thousands, except par values and share amounts) Q1 2020 Q1 2019 FY 2019 FY 2018 Assets: Unaudited Unaudited Unaudited Unaudited Investment in real estate: Master Planned Communities assets $ 1,672,534 $ 1,665,037 $ 1,655,674 $ 1,642,660 Buildings and equipment 3,901,549 3,082,749 3,813,595 2,932,963 Less: accumulated depreciation (549,452) (410,315) (507,933) (380,892) Land 359,211 303,384 353,022 297,596 Developments 1,488,869 1,384,212 1,445,997 1,290,068 Net property and equipment 6,872,711 6,025,067 6,760,355 5,782,395 Investment in real estate and other affiliates 127,293 106,800 121,757 102,287 Net investment in real estate 7,000,004 6,131,867 6,882,112 5,884,682 Net investment in lease receivable 2,933 — 79,166 — Cash and cash equivalents 971,695 452,908 422,857 499,676 Restricted cash 267,018 134,398 197,278 224,539 Accounts receivable, net 9,944 16,030 12,279 12,589 Municipal Utility District receivables, net 301,897 246,231 280,742 222,269 Notes receivable, net 36,000 4,723 36,379 4,694 Deferred expenses, net 139,329 104,101 133,182 95,714 Operating lease right-of-use assets, net 58,347 72,105 69,398 — Prepaid expenses and other assets, net 332,557 253,644 300,373 411,636 Total assets $ 9,119,724 $ 7,416,007 $ 8,413,766 $ 7,355,799 Liabilities: Mortgages, notes and loans payable, net $ 4,304,590 $ 3,241,985 $ 4,096,470 $ 3,181,213 Operating lease obligations 69,980 71,888 70,413 — Deferred tax liabilities 140,763 165,690 180,748 157,188 Accounts payable and accrued expenses 831,793 628,971 733,147 779,272 Total liabilities 5,347,126 4,108,534 5,080,778 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, 55,989,263 issued and 54,939,003 outstanding as of March 31, 2020, and 150,000,000 shares authorized, 43,635,893 shares issued and 42,585,633 outstanding as of December 31, 2019 561 437 437 436 Additional paid-in capital 3,939,470 3,325,499 3,343,983 3,322,433 Accumulated deficit (171,537) (88,520) (46,385) (120,341) Accumulated other comprehensive loss (60,273) (14,759) (29,372) (8,126) Treasury stock, at cost, 1,050,260 shares as of March 31, 2020 and December 31, 2019 (120,530) (62,190) (120,530) (62,190) Total stockholders' equity 3,587,691 3,160,467 3,148,133 3,132,212 Noncontrolling interests 184,907 147,006 184,855 105,914 Total equity 3,772,598 3,307,473 3,332,988 3,238,126 Total liabilities and equity $ 9,119,724 $ 7,416,007 $ 8,413,766 $ 7,355,799 Share Count Details (In thousands) Shares outstanding at end of period (including restricted stock) 54,939 43,140 42,586 42,992 Dilutive effect of stock options (a) — 83 88 117 Dilutive effect of warrants (b) — — 4 — Total diluted share equivalents outstanding 54,939 43,223 42,678 43,109 (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 2020 Q1 2019 FY 2019 FY 2018 Revenues: Unaudited Unaudited Unaudited Unaudited Condominium rights and unit sales $ 43 $ 198,310 $ 448,940 $ 357,720 Master Planned Communities land sales 39,732 41,312 330,146 261,905 Minimum rents 70,987 54,086 221,907 207,315 Other land, rental and property revenues 34,897 41,479 206,966 160,519 Tenant recoveries 20,875 13,508 54,710 49,993 Builder price participation 7,759 5,195 35,681 27,085 Interest income from sales-type leases 882 — 2,189 — Total revenues 175,175 353,890 1,300,539 1,064,537 Expenses: Condominium rights and unit cost of sales 97,901 137,694 369,759 262,562 Master Planned Communities cost of sales 16,786 16,818 141,852 124,214 Operating costs 64,606 68,759 300,741 253,986 Rental property real estate taxes 13,578 9,831 36,861 32,183 Provision for (recovery of) doubtful accounts 1,701 (2) (414) 6,078 Demolition costs — 49 855 17,329 Development-related marketing costs 2,816 5,702 23,067 29,249 General and administrative 39,081 25,332 156,251 104,625 Depreciation and amortization 61,637 36,131 155,798 126,565 Total expenses 298,106 300,314 1,184,770 956,791 Other: Provision for impairment (48,738) — — — Gain (loss) on sale or disposal of real estate and other assets, net 38,124 (6) 22,362 (4) Other (loss) income, net (3,684) 173 12,179 (936) Total other (14,298) 167 34,541 (940) Operating (loss) income (137,229) 53,743 150,310 106,806 Selling profit from sales-type leases — — 13,537 — Interest income 1,146 2,573 9,797 8,486 Interest expense (34,448) (23,326) (105,374) (82,028) Gain on extinguishment of debt — — 4,641 — Equity in earnings from real estate and other affiliates 11,349 9,951 30,629 39,954 (Loss) income before taxes (159,182) 42,941 103,540 73,218 Provision for income taxes (34,100) 11,016 29,245 15,492 Net (loss) income (125,082) 31,925 74,295 57,726 Net income attributable to noncontrolling interests (52) (104) (339) (714) Net (loss) income attributable to common stockholders $ (125,134) $ 31,821 $ 73,956 $ 57,012 Basic (loss) income per share: $ (2.88) $ 0.74 $ 1.71 $ 1.32 Diluted (loss) income per share: $ (2.88) $ 0.74 $ 1.71 $ 1.32 HowardHughes.com 214.741.7744 9


 
Reconciliations of Net Income to FFO, Core FFO and AFFO (In thousands, except share amounts) Q1 2020 Q1 2019 FY 2019 FY 2018 RECONCILIATIONS OF NET INCOME TO FFO Unaudited Unaudited Unaudited Unaudited Net (loss) income attributable to common stockholders $ (125,134) $ 31,821 $ 73,956 $ 57,012 Adjustments to arrive at FFO: Segment real estate related depreciation and amortization 59,816 34,517 147,777 119,309 (Gain) loss on sale or disposal of real estate and other assets, net (38,124) 6 (22,362) 4 Selling profit from sales-type leases — — (13,537) — Income tax expense adjustments: Gain on sale or disposal of real estate and other assets, net 8,006 — 5,479 — Selling profit from sales-type leases — — 2,843 — Impairment of depreciable real estate properties 48,738 — — — Reconciling items related to noncontrolling interests 52 104 339 714 Our share of the above reconciling items included in earnings from unconsolidated joint ventures 1,147 862 3,688 2,679 FFO $ (45,499) $ 67,310 $ 198,183 $ 179,718 Adjustments to arrive at Core FFO: Gain on extinguishment of debt $ — $ — $ (4,641) $ — Severance expenses 2,478 854 29,144 687 Non-real estate related depreciation and amortization 1,821 1,614 8,021 7,256 Straight-line amortization (2,967) (2,134) (7,364) (12,609) Deferred income tax (benefit) expense (13,081) 10,703 27,816 16,195 Non-cash fair value adjustments related to hedging instruments 1,093 (128) 770 (1,135) Share-based compensation 809 2,725 17,349 11,242 Other non-recurring expenses (development-related marketing and demolition costs) 2,816 5,751 23,922 46,579 Our share of the above reconciling items included in earnings from unconsolidated joint ventures 92 29 190 306 Core FFO $ (52,438) $ 86,724 $ 293,390 $ 248,239 Adjustments to arrive at AFFO: Tenant and capital improvements $ (3,589) $ (1,042) $ (5,237) $ (14,267) Leasing commissions (922) (418) (4,192) (3,600) AFFO $ (56,949) $ 85,264 $ 283,961 $ 230,372 FFO per diluted share value $ (1.05) $ 1.56 $ 4.58 $ 4.16 Core FFO per diluted share value $ (1.21) $ 2.00 $ 6.77 $ 5.74 AFFO per diluted share value $ (1.31) $ 1.97 $ 6.56 $ 5.33 HowardHughes.com 214.741.7744 10


 
NOI by Region, excluding the Seaport District % Total Q1 2020 Occupied (#) Q1 2020 Leased (#) Q1 2020 Occupied (%) Q1 2020 Leased (%) Q1 2020 Est. 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% 2,616,346 — 2,540,386 — 2,543,396 — 97% —% 97% —% $ 69,999 $ 71,970 — Office - Columbia 100% 1,266,203 — 1,168,144 — 1,173,879 — 92% —% 93% —% 22,119 22,479 — Office - Summerlin 100% 532,428 — 528,131 — 532,428 — 99% —% 100% —% 12,538 13,700 — Retail - Houston 100% 436,401 — 394,567 — 394,567 — 90% —% 90% —% 10,508 13,271 — Retail - Columbia 100% 89,199 — 89,199 — 89,199 — 100% —% 100% —% 1,933 2,200 — Retail - Hawaii 100% 1,020,743 — 888,907 — 918,358 — 87% —% 90% —% 17,623 22,407 — Retail - Other 100% 271,051 — 247,980 — 267,332 — 91% —% 99% —% 5,459 6,500 — Retail - Summerlin 100% 837,442 — 756,709 — 796,785 — 90% —% 95% —% 22,077 26,300 — Multi-Family - Houston (d) 100% 23,280 1,389 23,126 1,274 23,126 1,295 99% 92% 99% 93% 16,479 19,800 — Multi-Family - Columbia (d) 50% 41,617 817 25,015 777 39,497 799 60% 95% 95% 98% 6,944 6,700 — Multi-Family - Summerlin (d) 100% — 124 — 116 — 116 —% 94% —% 94% 2,028 2,200 — Hospitality - Houston (e) 100% — 205 — 175 — — —% 85% —% —% 4,845 4,500 — Self-Storage - Houston 100% — 1,374 — 1,112 — 1,126 —% 81% —% 82% 699 600 — Other - Summerlin 100% — — — — — — —% —% —% —% 12,181 12,282 — Other Assets (f) 100% 135,801 — 135,801 — 135,801 — 100% —% 100% —% 7,947 7,545 — Total Stabilized Properties (g) 213,379 232,454 — Unstabilized Properties Office - Houston 100% 1,354,727 — 1,095,563 — 1,300,949 — 81% —% 96% —% 31,528 36,358 1.9 Office - Columbia 100% 445,967 — 117,238 — 277,138 — 26% —% 62% —% 1,524 12,300 2.5 Retail - Houston 100% 72,973 — 42,389 — 49,922 — 58% —% 68% —% 722 2,200 2.0 Retail - Hawaii 100% 16,048 — 14,880 — 16,048 — 93% —% 100% —% 680 1,152 0.3 Multi-Family - Houston (d) 100% — 312 — 65 — 102 —% 21% —% 33% (222) 3,875 1.0 Multi-Family - Columbia (d) 50% 56,683 382 — 30 11,080 113 —% 8% 20% 30% (228) 9,162 3.0 Multi-Family - Summerlin (d) 100% — 267 — 171 — 181 —% 64% —% 68% 2,572 4,400 0.5 Hospitality - Houston (e) 100% — 704 — 484 — — —% 69% —% —% 21,196 27,000 0.8 Total Unstabilized Properties $ 57,772 $ 96,447 2.1 HowardHughes.com 214.741.7744 11


 
NOI by Region, excluding the Seaport District (con't) NOI by Region % Total Q1 2020 Occupied (#) Q1 2020 Leased (#) Q1 2020 Occupied (%) Q1 2020 Leased (%) Q1 2020 Est. 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 - Other 23% 1,500,000 — — — 1,110,000 — —% —% 74% —% — 14,421 3.0 Retail - Hawaii 100% 47,750 — — — 1,688 — —% —% 4% —% — 1,918 2.7 Multi-Family - Houston (d) 100% 11,448 909 — — 6,146 — —% —% 54% —% 11 16,726 3.1 Retail - Columbia 100% 10,700 — — — 10,700 — —% —% 100% —% — 400 1.0 Total Under Construction Properties 11 33,465 2.7 Total/ Wtd. Avg. for Portfolio $ 271,162 $ 362,366 2.4 (a) Includes our share of NOI for our joint ventures. (b) Annualized Q1 2020 NOI includes distribution received from cost method investment in Q1 2020. 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) Hospitality percentage occupied is the average for Q1 2020. As a result of COVID-19, our Hospitality assets were temporarily shut down beginning in March 2020. (f) 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. (g) For Stabilized Properties, the difference between 1Q20 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 2020 Q1 2020 Annualized Est. Stabilized Property Location % Ownership Sq. Ft./Units % Occ. % Leased Q1 2020 NOI NOI Office 3 Waterway Square Houston, TX 100 % 232,021 98 % 98 % $ 6,730 $ 6,900 4 Waterway Square Houston, TX 100 % 218,551 100 % 100 % 6,787 6,856 1201 Lake Robbins Tower (a) Houston, TX 100 % 807,586 100 % 100 % 26,691 25,000 1400 Woodloch Forest Houston, TX 100 % 95,667 65 % 65 % 474 1,900 1725 Hughes Landing Houston, TX 100 % 331,754 95 % 96 % 6,059 6,900 1735 Hughes Landing Houston, TX 100 % 318,170 100 % 100 % 8,007 7,696 2201 Lake Woodlands Drive Houston, TX 100 % 24,119 100 % 100 % 436 410 3831 Technology Forest Houston, TX 100 % 95,078 100 % 100 % 2,486 2,268 9303 New Trails Houston, TX 100 % 97,967 85 % 85 % 1,187 1,800 One Hughes Landing Houston, TX 100 % 197,719 100 % 100 % 6,161 6,240 Two Hughes Landing Houston, TX 100 % 197,714 97 % 97 % 4,980 6,000 10-70 Columbia Corporate Center Columbia, MD 100 % 898,681 91 % 91 % 13,391 14,330 Columbia Office Properties Columbia, MD 100 % 62,038 89 % 89 % 1,220 1,402 One Mall North Columbia, MD 100 % 98,619 95 % 96 % 1,964 1,947 One Merriweather Columbia, MD 100 % 206,865 99 % 99 % 5,543 4,800 Aristocrat Las Vegas, NV 100 % 181,534 100 % 100 % 3,722 4,500 One Summerlin Las Vegas, NV 100 % 206,279 99 % 100 % 6,154 5,700 Two Summerlin Las Vegas, NV 100 % 144,615 98 % 100 % 2,664 3,500 Total Office 4,414,977 104,656 108,149 Retail 20/25 Waterway Avenue Houston, TX 100 % 50,062 76 % 76 % 1,330 2,013 1701 Lake Robbins Houston, TX 100 % 12,376 100 % 100 % 536 400 2000 Woodlands Parkway Houston, TX 100 % 7,900 100 % 100 % 126 217 Creekside Village Green Houston, TX 100 % 74,670 88 % 88 % 1,888 2,097 Hughes Landing Retail Houston, TX 100 % 126,131 100 % 100 % 3,447 4,375 Lakeland Village Center Houston, TX 100 % 83,488 88 % 88 % 1,118 1,700 Lake Woodlands Crossing Retail Houston, TX 100 % 60,261 91 % 91 % 1,455 1,668 Waterway Garage Retail Houston, TX 100 % 21,513 78 % 78 % 606 800 Columbia Regional Columbia, MD 100 % 89,199 100 % 100 % 1,933 2,200 Ward Village Retail Honolulu, HI 100 % 1,020,743 90 % 89 % 17,623 22,407 Downtown Summerlin Las Vegas, NV 100 % 837,442 90 % 95 % 22,077 26,300 Outlet Collection at Riverwalk New Orleans, LA 100 % 271,051 91 % 99 % 5,461 6,501 Total Retail 2,654,836 $ 57,600 $ 70,678 HowardHughes.com 214.741.7744 13


 
Stabilized Properties - Operating Assets Segment (con't) Stabilized Properties (cont'd) ($ in thousands) % Rentable Sq. Ft. / Q1 2020 % Q1 2020 % Annualized Est. Stabilized Property Location Ownership Units (b) Occ. (b) Leased (b) Q1 2020 NOI NOI Multi-family Millennium Six Pines Apartments Houston, TX 100% — / 314 91% 93% $ 3,833 $ 4,500 Millennium Waterway Apartments Houston, TX 100% — / 393 90% 93% 3,527 4,600 One Lakes Edge Houston, TX 100% 23,280 / 390 99% / 94% 99% / 94% 6,456 7,200 Creekside Park Apartments Houston, TX 100% — / 292 92% 94% 2,664 3,500 The Metropolitan Downtown Columbia Columbia, MD 50% 13,591 / 380 84% / 97% 84% / 100% 3,180 2,900 m.flats & TEN.M Columbia, MD 50% 28,026 / 437 48% / 94% 96% / 100% 3,764 3,800 Constellation Las Vegas, NV 100% — / 124 94% 94% 2,027 2,200 Total Multi-family 64,897 / 2,330 25,451 28,700 Hotel Embassy Suites at Hughes Landing (c) Houston, TX 100% 205 85% —% 4,845 4,500 Total Hotel 205 4,845 4,500 Other Hughes Landing Daycare Houston, TX 100% 10,000 / — 100% 100% 286 260 The Woodlands Warehouse Houston, TX 100% 125,801 / — 100% 100% 754 1,200 Self-Storage 242 & 2978 Houston, TX 100% — / 1,374 81% 82% 699 600 Sarofim Equity Investment Houston, TX 20% NA NA NA 2,339 2,202 Stewart Title of Montgomery County, TX Houston, TX 50% NA NA NA 1,736 1,117 Woodlands Ground Leases Houston, TX 100% NA NA NA 1,869 1,662 Kewalo Basin Harbor Honolulu, HI 100% NA NA NA 1,263 1,100 Hockey Ground Lease Las Vegas, NV 100% NA NA NA 357 458 Summerlin Hospital Medical Center Las Vegas, NV 5% NA NA NA 3,724 3,724 Las Vegas Ballpark (d) (e) Las Vegas, NV 100% NA NA NA 8,100 8,100 Other Assets Various 100% NA NA NA (300) 4 Total Other 135,801 / 1,374 20,827 20,427 Total Stabilized $ 213,379 $ 232,454 (a) 1201 Lake Robbins Tower and 9950 Woodloch Forest Tower, collectively known as The Woodlands Towers at the Waterway, were acquired on December 30, 2019. 9950 Woodloch Forest Tower is an unstabilized property as of March 31, 2020. See page 15 for further details. (b) For instances with two sets of rentable sq. ft/units, % occupied and % leased relate to multi-family assets with a retail component. In these cases, the first set of numbers relate to the retail asset and the second set relate to the multi-family asset. (c) Hotel property percentage occupied and is the average for Q1 2020. (d) Annualized NOI for these properties are based on a trailing 12-month calculation due to seasonality of the respective businesses. (e) The Las Vegas Ballpark presentation is inclusive of the results from both the stadium operations and those of our wholly-owned team, the Las Vegas Aviators. HowardHughes.com 214.741.7744 14


 
Unstabilized Properties - Operating Assets Segment ($ in thousands, except Sq. Ft. and units) Est. % Rentable Sq. Ft. / Q1 2020 % Q1 2020 % Develop. Costs Est. Total Cost Annualized Stabilized Est. Stab. Est. Stab. Project Name Location Ownership Units Occ. (a) Leased (a) Incurred (Excl. Land) Q1 2020 NOI NOI (b) Date Yield Office Three Hughes Landing Houston, TX 100% 320,815 82% 89% $ 84,816 $ 90,133 $ 7,185 $ 7,600 Q4 2020 8% Lakefront North (c) Houston, TX 100% 258,058 91% 93% 62,837 77,879 4,651 6,458 2021 8% 9950 Woodloch Forest Tower (c) (d) Houston, TX 100% 595,854 100% 100% 129,736 210,571 19,807 17,900 2023 9% 8770 New Trails Houston, TX 100% 180,000 —% 100% 31,570 45,985 (115) 4,400 2021 10% 6100 Merriweather Columbia, MD 100% 318,545 —% 50% 89,519 138,221 (329) 9,200 2023 7% Two Merriweather Columbia, MD 100% 127,422 92% 92% 36,589 40,941 1,853 3,100 2021 8% Total Office 1,800,694 435,067 603,730 33,052 48,658 Retail Creekside Park West Houston, TX 100% 72,973 58% 68% 16,045 22,625 722 2,200 2022 10% Anaha Retail (e) Honolulu, HI 100% 16,048 93% 100% — — 680 1,152 Q2 2020 n.a. Total Retail 89,021 16,045 22,625 1,402 3,352 Multi-family Juniper Apartments Columbia, MD 100% 56,683 / 382 —% / 8% 20% / 30% 82,708 116,386 (228) 9,162 2023 8% Lakeside Row Houston, TX 100% 312 21% 33% 39,027 48,412 (222) 3,875 2021 8% Tanager Apartments Las Vegas, NV 100% 267 64% 68% 52,037 59,276 2,572 4,400 Q3 2020 7% Total Multi-family 56,683 / 961 173,772 224,074 2,122 17,437 Hotel The Woodlands Resort & Conference Center Houston, TX 100% 402 63% n.a. 72,360 72,360 12,596 (f) 16,500 Q4 2020 8% The Westin at The Woodlands Houston, TX 100% 302 76% n.a. 98,215 98,215 8,600 (f) 10,500 Q4 2020 11% Total Hotel 704 170,575 170,575 21,196 27,000 Total Unstabilized $ 795,459 $ 1,021,004 $ 57,772 $ 96,447 (a) With the exception of Hotel properties, Percentage Occupied and Percentage Leased are as of March 31, 2020. Each Hotel property Percentage Occupied is the average for Q1 2020. For instances with two sets of rentable sq. ft/ units, % occupied and % leased relate to multi-family assets with a retail component. In these cases, the first set of numbers relate to the retail asset and the second set relate to the multi-family asset. (b) Company estimates of stabilized NOI are based on current leasing velocity, excluding inflation and organic growth. (c) Lakefront North and 9950 Woodloch Forest Tower development costs incurred and estimated total cost are inclusive of acquisition and tenant lease-up costs. (d) 1201 Lake Robbins Tower and 9950 Woodloch Forest Tower, collectively known as The Woodlands Towers at the Waterway, were acquired on December 30, 2019. 1201 Lake Robbins Tower is a stabilized property as of March 31, 2020, and 9950 is unstabilized as Occidental Petroleum’s lease in this building expires in the second quarter of 2020.  Occidental Petroleum has leased 100% of 1201 Lake Robbins Tower through 2032. See page 13 for further details. (e) Condominium retail Develop. Cost Incurred and Est. Total Cost (Excl. Land) are combined with their respective condominium costs on page 23 of this supplement. (f) Annualized NOI for these properties are based on a trailing 12-month calculation due to seasonality of the hotel business. HowardHughes.com 214.741.7744 15


 
Under Construction Projects - Strategic Developments Segment Under Construction Properties ($ in thousands, except Sq. Ft. and units) Est. Develop. Est. Total (Owned & Managed) Project % Est. Rentable Percent Pre- Const. Stabilized Costs Cost (Excl. Est. Stabilized Est. Stab. Name Location Ownership Sq. Ft. Leased (a) Project Status Start Date Date (b) Incurred Land) NOI Yield Office 110 North Wacker (c) Chicago, IL 23% (d) 1,500,000 74% Under Construction Q2 2018 2023 $ 16,078 $ 16,078 $ 14,421 8% Total Office 1,500,000 16,078 16,078 14,421 Retail A'ali'i (e) Honolulu, HI 100% 11,336 —% Under Construction Q4 2018 2022 — — 637 —% Kō'ula (e) Honolulu, HI 100% 36,414 5% Under Construction Q3 2019 2023 — — 1,281 —% Merriweather District Area 3 Standalone Retail Columbia, MD 100% 10,700 100% Under Construction Q3 2019 2021 1,368 5,680 400 7% Total Retail 58,450 1,368 5,680 2,318 Est. Rentable Est. Develop. Est. Total % Sq. Ft. / # of Monthly Est. Const. Stabilized Costs Cost (Excl. Est. Stabilized Est. Stab. Project Name Location Ownership Units Rent Per Unit Project Status Start Date Date (b) Incurred Land) NOI Yield Multi-family Two Lakes Edge Houston, TX 100% 11,448 / 386 2,690 Under Construction Q2 2018 2024 82,659 107,706 8,529 8% Millennium Phase III Apartments Houston, TX 100% 163 2,595 Under Construction Q2 2019 2021 15,000 45,033 3,500 8% Creekside Park Apartments Phase II Houston, TX 100% 360 1,744 Under Construction Q3 2019 2023 4,734 57,472 4,697 8% Total Multi-family 11,448 / 909 102,393 210,211 16,726 Total Under Construction $ 119,839 $ 231,969 $ 33,465 (a) Represents leases signed as of March 31, 2020, 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, 2020. 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) In Q2 2019, we revised the calculation of our effective ownership interest in 110 North Wacker based on the loan modification and joint venture funding commitment changes that occurred in May 2019. As a result of the modification and our reduced future funding commitments, our effective ownership percentage is 23%. Our share of estimated stabilized NOI therefore decreased, but the 8% yield remained unchanged as our funding commitment decreased as well. (e) Condominium retail Develop. Cost Incurred and Est. Total Costs (Excl. Land) are combined with their respective condominium costs on page 23 of this supplement. HowardHughes.com 214.741.7744 16


 
Seaport District Operating Performance NOI by Region Real Estate Managed Operations (Landlord) (a) Businesses (b) Events, Sponsorships Historic District & Historic District & & ($ in thousands) Pier 17 Multi-Family (c) Hospitality (d) Pier 17 (e) Tin Building (f) Catering Business (g) Q1 2020 Total Revenues Rental revenue (h) $ 2,246 $ 242 $ 395 $ 6 $ — $ — $ 2,889 Tenant recoveries 315 — — — — — 315 Other rental and property revenue 7 2 — 3,915 — 2,312 6,236 Total Revenues 2,568 244 395 3,921 — 2,312 9,440 Expenses Other property operating costs (h) (4,429) (140) (493) (6,279) — (2,365) (13,706) Total Expenses (4,429) (140) (493) (6,279) — (2,365) (13,706) Net Operating (Loss) Income - Seaport District (i) $ (1,861) $ 104 $ (98) $ (2,358) $ — $ (53) $ (4,266) Project Status Unstabilized Stabilized Unstabilized Unstabilized Under Construction Unstabilized Rentable Sq. Ft / Units Total Sq. Ft. / units 305,265 13,000 / 21 66 73,488 53,396 21,077 Leased Sq. Ft. / units (j) 125,374 — / 21 — 73,488 53,396 21,077 % Leased or occupied (j) 41% —% / 100% —% 100% 100% 100% Development (k) Development costs incurred $ 528,260 $ — $ — $ — $ 81,289 $ — $ 609,549 Estimated total costs (excl. land) $ 595,018 $ — $ — $ — $ 173,452 $ — $ 768,470 (a) Real Estate Operations (Landlord) represents physical real estate developed and owned, either wholly or through joint ventures, 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, 2020, our managed businesses include, among others, The Fulton, SJP by Sarah Jessica Parker, R17 and Cobble & Co. (c) Multi-Family represents 85 South Street which includes base level retail in addition to residential units. (d) Hospitality represents Mr. C Seaport, of which HHC has a 35% ownership interest. Percentage occupied is the average for Q1 2020. (e) Includes our 90% share of NOI from Bar Wayō. (f) Represents the food hall by Jean-Georges. As a result of potential impacts related to COVID-19, including the halting of construction on the Tin Building, we are uncertain as to the timing of construction completion and the opening of the Tin Building. (g) Events, Sponsorships & Catering Business includes private events, catering, sponsorships, concert series and other rooftop activities. (h) Rental revenue and expense earned from and paid by businesses we own and operate is eliminated in consolidation. (i) See page 33 for the reconciliation of Seaport District NOI. (j) The percent leased for Historic District & Pier 17 landlord operations includes agreements with terms of less than one year and excludes leases with our managed businesses. (k) Development costs incurred and Estimated total costs (excl. land) are shown net of insurance proceeds of approximately $65.0 million. HowardHughes.com 214.741.7744 17


 
MPC Portfolio Commercial 22% Commercial Master Planned 41% Commercial Communities- Remaining Residential 100% 59% Saleable Acres (a) Residential 78% Unstabilized 14% Stabilized Income-Producing Assets - Stabilized Unstabilized 44% Stabilized and Unstabilized 46% Unstabilized 54% 56% Stabilized 86% ($ in thousands) Nevada Texas Maryland Total MPC Performance - 1Q20 & 1Q19 MPC Net Contribution (1Q20) (b) $(1,860) $(8,348) $(328) $(10,536) MPC Net Contribution (1Q19) (b) $9,174 $(17,350) $(313) $(8,489) Operating Asset Performance - 2020 & Future Annualized 1Q20 in-place NOI $51,397 $162,531 $32,525 $246,453 Est. stabilized NOI (future) (c) $58,882 $202,687 $53,300 $314,869 Wtd. avg. time to stab. (yrs.) 0.5 2.3 2.5 — (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, 2020, is found under Reconciliation of Non-GAAP Measures on page 33. (c) 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. 2,616,346 — — 532,428 1,266,203 4,414,977 — — — — Retail Sq. Ft. 376,193 — 83,488 837,442 130,816 1,427,939 1,020,743 13,000 271,051 1,304,794 Multifamily units 1,389 — — 124 817 2,330 — 21 — 21 Hotel Rooms 205 — — — — 205 — — — — Self-Storage Units 1,374 — — — — 1,374 — — — — Other Sq. Ft. 135,801 — — — — 135,801 — — — — Operating - Unstabilized Properties Office Sq.Ft. 1,354,727 — — — 445,967 1,800,694 — — — — Retail Sq.Ft. (a) 72,973 — — — 56,683 129,656 16,048 399,830 — 415,878 Multifamily units — — 312 267 382 961 — — — — Hotel rooms 704 — — — — 704 — 66 — 66 Self-Storage Units — — — — — — — — — — Other Sq. Ft. — — — — — — — — — — Operating - Under Construction Properties Office Sq.Ft. — — — — — — — — 1,500,000 1,500,000 Retail Sq. Ft. 11,448 — — — 10,700 22,148 47,750 53,396 — 101,146 Other Sq. Ft. — — — — — — — — — — Multifamily units 909 — — — — 909 — — — — Hotel rooms — — — — — — — — — — Self-Storage Units — — — — — — — — — — Residential Land Total gross acreage/condos (b) 28,505 ac. 2,055 ac. 11,506 ac. 22,500 ac. 16,450 ac. 81,016 ac. 2,697 n.a. n.a. 2,697 Current Residents (b) 118,000 300 12,550 113,000 112,000 355,850 n.a. n.a. n.a. — Remaining saleable acres/condos 56 ac. 1,340 ac. 2,125 ac. 2,990 ac. n.a. 6,511 ac. 262 n.a. n.a. 262 Estimated price per acre (c) $ 1,176 $ 303 $ 439 $ 1,542 n.a. — n.a. n.a. n.a. $ — Commercial Land Total acreage remaining 722 ac. 175 ac. 1,527 ac. 831 ac. 96 ac. 3,351 ac. n.a. n.a. n.a. — Estimated price per acre (c) $ 1,147 $ 515 $ 543 $ 1,125 $ 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, 2020; current residents shown as of December 31, 2019. (c) Residential and commercial pricing represents the Company's estimate of price per acre per its 2020 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, 2020 30% g n i r i p 24% x E t n e R 18% h s a C d e 12% z i l a u n n A 6% f o % 0% Office Retail Office Retail Office Retail Office Retail Office Retail Office Retail Office Retail Office Retail Office Retail Office Retail Office (a) Retail 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030+ | Houston Summerlin Columbia Hawaii Other Office Expirations (b) Retail Expirations (b) 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. 2020 $ 6,427 3.51% $ 22.07 $ 7,103 7.36% $ 38.24 2021 6,304 3.44% 22.83 5,636 5.84% 39.29 2022 17,998 9.83% 11.49 4,763 4.94% 45.16 2023 13,674 7.47% 26.97 8,555 8.87% 48.31 2024 16,808 9.18% 26.29 7,073 7.33% 42.23 2025 14,028 7.66% 20.69 21,984 22.79% 49.63 2026 6,581 3.60% 32.94 6,213 6.44% 51.63 2027 8,122 4.44% 28.11 5,012 5.20% 60.94 2028 9,293 5.08% 37.86 9,798 10.16% 87.70 2029 8,066 4.41% 16.23 4,555 4.72% 46.11 Thereafter 75,730 41.38% 36.99 15,779 16.36% 49.84 Total $ 183,031 100.00% $ 96,471 100.01% (a) Increase in Houston includes leases for 1201 Lake Robbins Tower and 9950 Woodloch Forest Tower, collectively known as The Woodlands Towers at the Waterway, which were acquired on December 30, 2019. (b) 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 2020 Acquisitions Rentable Date Acquired Property % Ownership Location Sq. Ft. / Units / Acres Acquisition Price No acquisition activity in Q1 2020 Q1 2020 Dispositions Rentable Date Sold Property % Ownership Location Sq. Ft. / Units / Acres Sale Price 3/13/2020 100 Fellowship Drive 100% The Woodlands, Texas 203,257 sq.ft. / 13.5 acres $115.0 million HowardHughes.com 214.741.7744 21


 
Master Planned Community Land Master Planned Community Land The Woodlands The Woodlands Hills Bridgeland Summerlin Columbia Total ($ in thousands) Q1 2020 Q1 2019 Q1 2020 Q1 2019 Q1 2020 Q1 2019 Q1 2020 Q1 2019 Q1 2020 Q1 2019 Q1 2020 Q1 2019 Revenues: Residential land sale revenues $ 8,701 $10,683 $ 2,573 $ 2,438 $17,547 $11,758 $ 9,120 $16,432 $ — $ — $ 37,941 $ 41,311 Commercial land sale revenues — — — — 1,791 — — — — — 1,791 — Builder price participation 40 29 16 21 284 224 7,418 4,921 — — 7,758 5,195 Other land sale revenues 115 1,591 — 7 16 16 2,825 2,776 — — 2,956 4,390 Total revenues 8,856 12,303 2,589 2,466 19,638 11,998 19,363 24,129 — — 50,446 50,896 Expenses: Cost of sales - residential land (4,968) (5,723) (978) (1,190) (5,720) (5,318) (4,536) (4,588) — — (16,202) (16,819) Cost of sales - commercial land — — — — (584) — — — — — (584) — Real estate taxes (1,143) (1,461) 25 (60) (604) (489) (632) (768) (144) (134) (2,498) (2,912) Land sales operations (1,505) (3,912) (440) (578) (875) (1,371) (1,434) (2,716) (184) (206) (4,438) (8,783) Depreciation and amortization (34) (34) — — (34) (32) (23) (114) — 20 (91) (160) Other (loss) income, net — — — — — — — (5) — — — (5) Total operating expenses (7,650) (11,130) (1,393) (1,828) (7,817) (7,210) (6,625) (8,191) (328) (320) (23,813) (28,679) Net interest capitalized (expense) (962) (1,294) 295 293 3,936 3,627 5,285 4,917 — — 8,554 7,543 Equity in earnings from real estate affiliates — — — — — — 8,934 7,837 — — 8,934 7,837 EBT $ 244 $ (121) $ 1,491 $ 931 $15,757 $ 8,415 $ 26,957 $28,692 $ (328) $ (320) $ 44,121 $ 37,597 Key Performance Metrics: Residential Total acres closed in current period 7.4 ac. 17.3 ac. 8.5 ac. 8.7 ac. 40.0 ac. 30.9 ac. 0.6 ac. 20.5 ac. — — Price per acre achieved (a) $ 1,176 $ 618 $ 303 $ 280 $ 439 $ 381 $ 1,542 $ 712 NM NM Avg. gross margins 42.9 % 46.4 % 62.0 % 51.2 % 67.4 % 54.8 % 50.3 % 72.1 % NM NM Commercial Total acres closed in current period — — — — 16.0 ac. — — — — — Price per acre achieved NM NM NM NM $ 131 NM NM NM NM NM Avg. gross margins NM NM NM NM 67.4 % NM NM NM NM NM Avg. combined before-tax net margins 42.9 % 46.4 % 62.0 % 51.2 % 67.4 % 54.8 % 50.3 % 72.1 % NM NM Key Valuation Metrics The Woodlands The Woodlands Hills Bridgeland Summerlin Columbia Remaining saleable acres Residential (b) 56 ac. 1,340 ac. 2,125 ac. 2,990 ac. — Commercial (c) 722 ac. 175 ac. 1,527 ac. 831 ac. 96 ac. Projected est. % superpads / lot size —% / — —% / — —% / — 87% / 0.25 ac NM Projected est. % single-family detached lots / lot size 54% / 0.46 ac. 86% / 0.23 ac. 89% / 0.16 ac. —% / — NM Projected est. % single-family attached lots / lot size 46% / 0.12 ac. 14% / 0.13 ac. 10% / 0.10 ac. —% / — NM Projected est. % custom homes / lot size —% / — —% / — 1% / 1.00 ac. 13% / 0.45 ac NM Estimated builder sale velocity (blended total - TTM) (d) 27 15 95 115 NM Projected GAAP gross margin (e) 42.9% 62.0% 67.4% 50.3% NM Projected cash gross margin (e) 99.8% 92.2% 81.0% 70.2% NM Residential sellout / Commercial buildout date estimate Residential 2022 2031 2034 2039 — Commercial 2031 2030 2045 2039 2023 (a) The price per acre achieved for Summerlin residential lots is mostly attributable to custom lots sales. The price per acre achieved for The Woodlands residential lots is mostly attributable to the mix of lots sold. (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) Columbia Commercial excludes 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, 2020. (e) Projected GAAP gross margin is based on GAAP revenues and expenses which exclude revenues deferred on sales closed where revenue did not meet criteria for recognition and includes revenues previously deferred that met criteria for recognition in the current period. Gross margin for each MPC may vary from period to period based on the locations of the land sold and the related costs associated with developing the land sold. Projected cash gross margin includes all future projected revenues less all future projected development costs, net of expected reimbursable costs, and capitalized overhead, taxes and interest. NM Not meaningful. HowardHughes.com 214.741.7744 22


 
Ward Village Condominiums Waiea (a) Anaha (b) Ae‘o (c) Ke Kilohana (d) ‘A‘ali‘i (e) Kō'ula (f) Total Key Metrics ($ in thousands) Type of building Ultra-Luxury Luxury Upscale Workforce Upscale Upscale Number of units 177 317 465 423 750 565 2,697 Avg. unit Sq. Ft. 2,138 1,417 838 696 518 725 856 Condo Sq. Ft. 378,488 449,205 389,663 294,273 388,210 409,576 2,309,415 Street retail Sq. Ft. 7,716 16,048 70,800 28,386 11,336 36,414 170,700 Stabilized retail NOI $ 453 $ 1,152 $ — $ 31 $ 637 $ 1,281 $ 3,554 Stabilization year 2017 2020 2019 2020 2022 2023 Development progress ($ in millions) Status Opened Opened Opened Opened Under Construction Under Construction Start date 2Q14 4Q14 1Q16 4Q16 4Q18 3Q19 Completion date/status Complete Complete Complete Complete 2021 2022 Total development cost (g) $ 464 $ 401 $ — $ 219 $ 412 $ 487 $ 1,983 Cost-to-date (g) $ 420 $ 396 $ — $ 213 $ 151 $ 65 $ 1,245 Remaining to be funded $ 44 $ 5 $ — $ 6 $ 261 $ 422 $ 738 Financial Summary ($ in thousands, except per Sq. Ft.) Units closed (through Q1 2020) 170 315 465 423 — — 1,373 Units under contract (through Q1 2020) 2 1 — — 628 431 1,062 Total % of units closed or under contract 97.2% 99.7% 100.0% 100.0% 83.7% 76.3% 90.3% Units closed (current quarter) — — — — — — — Units under contract (current quarter) — 1 — — 2 11 14 Square footage closed or under contract (total) 360,161 443,386 389,663 294,273 306,926 321,589 2,115,998 Total % square footage closed or under contract 95.2% 98.7% 100.0% 100.0% 79.1% 78.5% 91.6% Target condo profit margin at completion (excl. land cost) ~30% Total cash received (closings & deposits) 656,355 493,067 513,176 215,947 80,898 99,081 $ 2,058,524 Total GAAP revenue recognized $ 1,877,148 Expected avg. price per Sq. Ft. $1,900 - $1,950 $1,100 - $1,150 $1,300 - $1,350 $700 - $750 $1,300 - $1,350 $1,500 - $1,550 $1,300 - 1,325 Expected construction costs per retail Sq. Ft. $~1,100 Deposit Reconciliation (in thousands) Spent towards construction $ — $ — $ — $ — $ 74,843 $ — $ 74,843 Held for future use (h) — — — — 6,055 99,081 105,136 Total deposits from sales commitment $ — $ — $ — $ — $ 80,898 $ 99,081 $ 179,979 (a) We began delivering units at Waiea in November 2016. As of March 31, 2020, we have closed on 170 units. We have two under contract, and five units remain to be sold. (b) We began delivering units at Anaha in October 2017. As of March 31, 2020, we have closed on 315 units. We have one unit under contract, and one units remain to be sold. (c) We began delivering units at Ae‘o in November 2018. As of March 31, 2020, we have closed on all 465 units. (d) Ke Kilohana consists of 375 workforce units and 48 market rate units. As of March 31, 2020, we have closed on all 423 units. (e) We broke ground on ‘A‘ali‘i in the fourth quarter of 2018. As of March 31, 2020, we have entered into contracts for 628 of the units. (f) We broke ground on Kō'ula in the third quarter of 2019. As of March 31, 2020, we have entered into contracts for 431 of the units. (g) Development cost and cost-to-date are included only if the project has more than $1.0 million of estimated costs remaining to be incurred. (h) Total deposits held for future use are presented above only for projects under construction and are included in Restricted cash on the balance sheet. HowardHughes.com 214.741.7744 23


 
Other/Non-core 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. 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. Monarch City Allen, TX 100% 238 Located 27 miles north of Downtown Dallas, this 261-acre mixed-use development received unanimous zoning approval June 26, 2019. Century Park Houston, TX 100% 63 In conjunction with the acquisition of the Occidental Towers in The Woodlands in December 2019, we acquired Century Park, a 63-acre, 1.3 million square foot campus with 17 office buildings in the West Houston Energy Corridor in Houston, TX. 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. HowardHughes.com 214.741.7744 24


 
Debt Summary Debt Summary (In thousands) March 31, 2020 December 31, 2019 Fixed-rate debt: Unsecured 5.375% Senior Notes $ 1,000,000 $ 1,000,000 Secured mortgages, notes and loans payable 882,727 884,935 Special Improvement District bonds 23,460 23,725 Variable-rate debt: Mortgages, notes and loans payable, excluding condominium financing (a) 2,362,424 2,199,241 Condominium financing (a) 76,455 30,717 Mortgages, notes and loans payable 4,345,066 4,138,618 Unamortized bond issuance costs (5,030) (5,249) Deferred financing costs (35,446) (36,899) Total mortgages, notes and loans payable, net 4,304,590 4,096,470 Total unconsolidated mortgages, notes and loans payable at pro-rata share 100,154 100,319 Total Debt $ 4,404,744 $ 4,196,789 Net Debt on a Segment Basis, at share as of March 31, 2020 Master Non- Operating Planned Seaport Strategic Segment Segment (In thousands) Assets Communities District Developments Totals Amounts Total Mortgages, notes and loans payable (a) (b) $ 2,363,378 $ 274,143 $ 353,436 $ 276,951 $ 3,267,908 $ 1,060,381 $ 4,328,289 Condominium financing (a) — — — 76,455 76,455 — 76,455 Less: cash and cash equivalents (b) (27,274) (139,570) (2,548) (46,817) (216,209) (804,810) (1,021,019) Special Improvement District receivables — (42,103) — — (42,103) — (42,103) Municipal Utility District receivables — (301,897) — — (301,897) — (301,897) TIF Receivable — — — (3,854) (3,854) — (3,854) Net Debt $ 2,336,104 $ (209,427) $ 350,888 $ 302,735 $ 2,780,300 $ 255,571 $ 3,035,871 Consolidated Debt Maturities and Contractual Obligations by Extended Maturity Date as of March 31, 2020 (c) Remaining (In thousands) in 2020 2021 2022 2023 2024 2025 Thereafter Total Mortgages, notes and loans payable $ 356,791 $ 321,936 $ 90,043 $ 1,061,359 $ 918,253 $ 1,105,240 $ 491,443 $ 4,345,065 Interest payments 127,679 159,913 153,469 142,436 94,991 33,183 107,537 819,208 Ground lease and other leasing commitments 5,131 7,066 6,328 6,374 6,432 5,047 261,805 298,183 Total consolidated debt maturities and contractual obligations $ 489,601 $ 488,915 $ 249,840 $ 1,210,169 $ 1,019,676 $ 1,143,470 $ 860,785 $ 5,462,456 (a) As of March 31, 2020, and December 31, 2019, $706.2 million and $630.1 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt, respectively. An additional $229.9 million and $184.3 million of variable-rate debt was subject to interest rate collars as of March 31, 2020, and December 31, 2019, respectively and $75.0 million of variable-rate debt was capped at a maximum interest rate as of March 31, 2020 and December 31, 2019. (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 2020 Principal Asset Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Operating Assets 1201 Lake Robbins $ 273,070 L+195 Floating 2.94% Jun-20 The Woodlands Warehouse 7,230 L+195 Floating 2.94% Jun-20 Three Hughes Landing 59,847 L+260 Floating 3.59% Sep-20 Downtown Summerlin 257,246 L+215 Floating 3.14% Sep-20 / Sep-21 Two Merriweather 30,086 L+250 Floating 3.49% Oct-20 / Oct-21 Outlet Collection at Riverwalk 30,131 L+250 Floating 3.49% Oct-21 20/25 Waterway Avenue 13,062 4.79% Fixed 4.79% May-22 Millennium Waterway Apartments 52,762 3.75% Fixed 3.75% Jun-22 HHC 242 Self-Storage 5,499 L+260 Floating 3.59% Dec-21 / Dec-22 HHC 2978 Self-Storage 5,395 L+260 Floating 3.59% Dec-21 / Dec-22 Lake Woodlands Crossing Retail 12,304 L+180 Floating 2.79% Jan-23 Lakeside Row 26,244 L+225 Floating 3.24% Jul-22 / Jul-23 Senior Secured Credit Facility 682,500 4.61% Floating/Swap 4.61% (b), (c) Sep-23 The Woodlands Resort & Conference Center 62,500 L+250 Floating 3.49% Dec-21 / Dec-23 Lakefront North 39,564 L+200 Floating 2.99% Dec-22 / Dec-23 9303 New Trails 11,090 4.88% Fixed 4.88% Dec-23 4 Waterway Square 32,477 4.88% Fixed 4.88% Dec-23 Creekside Park West 12,167 L+225 Floating 3.24% Mar-23 / Mar-24 6100 Merriweather 40,657 L+275 Floating 3.74% Sep-22 / Sep-24 Juniper Apartments 51,449 L+275 Floating 3.74% Sep-22 / Sep-24 Tanager Apartments 35,970 L+225 Floating 3.24% Oct-21 / Oct-24 9950 Woodloch Forest Drive 63,500 L+195 Floating 2.94% Mar-25 Two Summerlin 32,992 4.25% Fixed 4.25% Oct-22 / Oct-25 3831 Technology Forest Drive 21,025 4.50% Fixed 4.50% Mar-26 Kewalo Basin Harbor 11,332 L+275 Floating 3.74% Sep-27 Millennium Six Pines Apartments 42,500 3.39% Fixed 3.39% Aug-28 3 Waterway Square 47,297 3.94% Fixed 3.94% Aug-28 One Lakes Edge 69,440 4.50% Fixed 4.50% Mar-29 Aristocrat 37,818 3.67% Fixed 3.67% Sep-29 Creekside Park Apartments 37,730 3.52% Fixed 3.52% Oct-29 One Hughes Landing 51,708 4.30% Fixed 4.30% Dec-29 Two Hughes Landing 48,000 4.20% Fixed 4.20% Dec-30 HowardHughes.com 214.741.7744 26


 
Property-Level Debt (con't) ($ in thousands) Q1 2020 Principal Asset Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Operating Assets (cont.) 8770 New Trails 23,738 4.89% Floating/Swap 4.89% (d) Jun-21 / Jan-32 Constellation Apartments 24,200 4.07% Fixed 4.07% Jan-33 Hughes Landing Retail 34,834 3.50% Fixed 3.50% Dec-36 Columbia Regional Building 24,561 4.48% Fixed 4.48% Feb-37 Las Vegas Ballpark 51,231 4.92% Fixed 4.92% Dec-39 2,363,154 Master Planned Communities The Woodlands Master Credit Facility $ 125,000 L+250 Floating/Cap 3.49% Oct-22 / Oct-24 Bridgeland Credit Facility 125,000 L+250 Floating/Cap 3.49% Oct-22 / Oct-24 250,000 Seaport District 250 Water Street $ 100,000 L+350 Floating 4.49% Nov-22 / Nov-23 Seaport District 250,000 6.10% Fixed/Floating 6.10% (e) Jun-24 350,000 Strategic Developments A‘ali‘i 35,121 L+310 Floating 4.09% Jun-22 / Jun-23 Two Lakes Edge 52,054 L+215 Floating 3.14% Oct-22 / Oct-23 Kō‘ula 41,334 L+300 Floating 4.45% Mar-23 / Mar-24 110 North Wacker 229,941 L+300 Floating/Collar 4.89% (f) Apr-22 / Apr-24 Millennium Phase III Apartments 1 L+175 Floating 2.74% Aug-23 / Aug-24 Creekside Park Apartments Phase II 1 L+175 Floating 2.74% Jan-24 / Jan -25 358,452 Total (g) $ 3,321,606 (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 $682.5 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) Balance includes a $67.5 million draw on the revolver portion of the loan that is intended for general corporate use. (d) Concurrent with the closing of the $35.5 million construction loan for 8770 New Trails on June 27, 2019, the Company entered into an interest rate swap which is designated as a cash flow hedge. The loan will bear interest at one-month LIBOR plus 2.45%, but it is currently swapped to a fixed rate equal to 4.89%. (e) The loan initially bears interest at 6.10% and will begin bearing interest at one-month LIBOR plus 4.10% subject to a LIBOR cap of 2.30% and LIBOR floor of 0.00%, at the earlier of June 20, 2021 or the date certain debt coverage ratios are met. (f) 100% of the $229.9 million outstanding principal is subject to fixed interest rate collar contracts for the remaining term of the debt. (g) Excludes JV debt, Corporate bond 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, 2020 2020 2021 Thereafter Total Riverwalk (a) 100% 2045-2046 $ 516 $ 1,221 $ 1,737 $ 40,448 $ 43,406 Seaport 100% 2031 (b) 544 1,655 2,243 218,777 222,675 Kewalo Basin Harbor 100% 2049 — 300 300 8,000 8,600 $ 1,060 $ 3,176 $ 4,280 $ 267,225 $ 274,681 (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


 
Summary of Restructuring Expenses Summary of Ground Leases ($ in thousands) Liability as of Expense Liability as of Restructuring Expenses December 31, 2019 Settled in Q1 2020 Recorded in Q1 2020 March 31, 2020 Known Expenses Employee severance $ 4,636 $ (4,293) $ 2,261 $ 2,604 Estimated Expenses Employee relocation 5,049 — 217 5,266 Total Restructuring Expenses (a) $ 9,685 $ (4,293) $ 2,478 $ 7,870 (a) Does not include additional estimated $2.3 million - $4.3 million remaining restructuring expenses expected to be incurred in the remainder of 2020. HowardHughes.com 214.741.7744 29


 
Definitions Definitions 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. 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. Under Construction - Projects in the Strategic Developments and Seaport District segments for which construction has commenced as of March 31, 2020, unless otherwise noted. This excludes MPC and condominium development. 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, gain on sale or disposal of real estate and other assets, net, provision for impairment 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 30


 
Reconciliation of Non-GAAP Measures Reconciliation of Non-GAAP Measures Reconciliation of Operating Assets segment EBT to Total NOI: (In thousands) Q1 2020 Q4 2019 Q3 2019 Q2 2019 Q1 2019 FY 2019 FY 2018 Total Operating Assets segment EBT (a) $ (7,544) $ (3,507) $ 19,825 $ 12,628 $ 5,686 $ 34,632 $ 3,836 Add back: Depreciation and amortization 37,089 30,609 28,844 28,938 27,108 115,499 103,293 Interest expense, net 26,193 20,334 21,645 20,059 18,991 81,029 71,551 Equity in earnings from real estate and other affiliates (4,394) (477) (441) (45) (2,709) (3,672) (1,994) Gain on sale or disposal of real estate and other assets, net (38,124) — — — — — 4 Selling profit from sales-type leases — — (13,537) — — (13,537) — Provision for impairment 48,738 — — — — — — Impact of straight-line rent (3,103) (1,096) (2,529) (2,537) (2,845) (9,007) (12,427) Other 173 412 477 (340) 122 671 7,312 Total Operating Assets NOI - Consolidated 59,028 46,275 54,284 58,703 46,353 205,615 171,575 Redevelopments 110 North Wacker 1 1 2 2 — 5 513 Total Operating Asset Redevelopments NOI 1 1 2 2 — 5 513 Dispositions 100 Fellowship Drive (1,123) (1,051) (1,163) — — (2,214) — Cottonwood Square — — — — — — 11 Total Operating Asset Dispositions NOI (1,123) (1,051) (1,163) — — (2,214) 11 Consolidated Operating Assets NOI excluding properties sold or in redevelopment 57,906 45,225 53,123 58,705 46,353 203,406 172,099 Company's Share NOI - Equity investees 2,237 2,123 2,043 1,688 1,464 7,318 4,661 Distributions from Summerlin Hospital Investment 3,724 — — — 3,625 3,625 3,435 Total Operating Assets NOI $ 63,867 $ 47,348 $ 55,166 $ 60,393 $ 51,442 $ 214,349 $ 180,195 (a) EBT excludes corporate expenses and other items that are not allocable to the segments. HowardHughes.com 214.741.7744 31


 
Reconciliation of Non-GAAP Measures (con't) Reconciliation of Non-GAAP Measures Reconciliation of Seaport District segment EBT to Total NOI: (In thousands) Q1 2020 Q4 2019 Q3 2019 Q2 2019 Q1 2019 FY 2019 FY 2018 Total Seaport District segment EBT (a) $ (35,956) $ (12,464) $ (16,656) $ (14,270) $ (15,852) $ (59,242) $ (23,862) Add back: Depreciation and amortization 20,875 6,668 6,767 6,753 6,193 26,381 12,466 Interest expense (income), net 5,053 4,425 4,984 1,924 1,532 12,865 (6,291) Equity in losses from real estate and other affiliates 2,043 804 705 451 632 2,592 705 Loss on sale or disposal of real estate — — — — 6 6 — Gain on extinguishment of debt — (4,851) — — — (4,851) — Impact of straight-line rent 125 (24) 412 491 755 1,634 (433) Other loss, net (b) 3,970 190 896 1,764 2,749 5,595 11,937 Total Seaport District NOI - Consolidated (3,890) (5,252) (2,892) (2,887) (3,985) (15,020) (5,478) Company's Share NOI - Equity investees (376) (325) (148) (42) (195) (710) (713) Total Seaport District NOI $ (4,266) $ (5,577) $ (3,040) $ (2,929) $ (4,180) $ (15,730) $ (6,191) (a) EBT excludes corporate expenses and other items that are not allocable to the segments. (b) Includes miscellaneous development-related items as well as the loss related to the write-off of inventory due to the permanent closure of 10 Corso Como Retail and Café during the three months ended March 31, 2020. HowardHughes.com 214.741.7744 32


 
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 2020 2019 2019 2018 Total residential land sales closed in period $ 29,745 $ 39,479 $ 142,537 $ 30,197 Total commercial land sales closed in period 2,096 — — 2,356 Net recognized (deferred) revenue: Bridgeland (305) — 47 422 Summerlin 8,193 1,444 (12,521) 1,817 Total net recognized (deferred) revenue 7,888 1,444 (12,474) 2,239 Special Improvement District bond revenue 3 388 23,082 385 Total land sales revenue - GAAP basis $ 39,732 $ 41,311 $ 153,145 $ 35,177 (In thousands) Three Months Ended March 31, Three Months Ended December 31, Reconciliation of MPC Segment EBT to MPC Net Contribution 2020 2019 2019 2018 MPC segment EBT $ 44,121 $ 37,597 $ 112,117 $ 30,617 Plus: Cost of sales - land 16,786 16,818 63,724 14,605 Depreciation and amortization 91 160 90 2 MUD and SID bonds collections, net 1,123 862 12,967 42,753 Distributions from real estate and other affiliates 1,173 1,435 11,990 6,330 Less: MPC development expenditures (64,896) (56,772) (58,218) (55,899) MPC land acquisitions — (752) — (5,262) Equity in earnings in real estate and other affiliates (8,934) (7,837) (9,477) (1,602) MPC Net Contribution $ (10,536) $ (8,489) $ 133,193 $ 31,544 (In thousands) Three Months Ended March 31, Three Months Ended December 31, Reconciliation of Segment EBTs to Net Income 2020 2019 2019 2018 Operating Assets segment EBT $ (7,544) $ 5,686 $ (3,507) $ (5,799) MPC segment EBT 44,121 37,597 112,117 30,617 Seaport District segment EBT (35,956) (15,852) (12,464) (15,657) Strategic Developments segment EBT (103,680) 60,644 1,164 96,432 Corporate income, expenses and other items (56,123) (45,134) (93,273) (57,805) Income before taxes (159,182) 42,941 4,037 47,788 Provision for income taxes 34,100 (11,016) (5,038) (9,864) Net income (125,082) 31,925 (1,001) 37,924 Net loss attributable to noncontrolling interests (52) (104) (99) (663) Net income attributable to common stockholders $ (125,134) $ 31,821 $ (1,100) $ 37,261 HowardHughes.com 214.741.7744 33


 
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