The Howard Hughes Corporation Reports Third Quarter 2014 Results

The Howard Hughes Corporation (NYSE: HHC) or (the “Company” or “we”) today announced its results for the third quarter 2014.

For the three months ended September 30, 2014, net income attributable to common stockholders was $45.6 million, or $0.48 per diluted common share, compared with net income attributable to common stockholders of $7.3 million, or $0.17 per diluted common share for the three months ended September 30, 2013. Third quarter net income attributable to common stockholders includes a $24.7 million non-cash warrant gain and a $5.5 million non-cash increase in the tax indemnity receivable in 2014 and a $(4.5) million non-cash warrant loss and $0.7 million non-cash increase in tax indemnity receivable in 2013. Excluding these non-cash gains and losses, net income attributable to common stockholders was $15.5 million or $0.36 per diluted common share for the third quarter 2014 and $11.1 million, or $0.26 per diluted common share for the third quarter 2013.

David R. Weinreb, CEO of The Howard Hughes Corporation, stated, “I am pleased with the progress we are making on all of our significant development projects. In particular, our highly successful October grand opening of our 1.6 million square foot Downtown Summerlin mixed-use development on 106 acres should be the catalyst for future commercial development on approximately 200 acres of undeveloped land adjacent to the project. We believe that this first phase will generate demand for additional retail, office and multi-family development as the population of our Summerlin MPC grows from our ongoing residential development activities, much like The Woodlands Town Center today.”

Business Segment Operating Results

For comparative purposes, Master Planned Communities (“MPC”) land sales and net operating income (“NOI”) from our Operating Assets segment are presented in the Supplemental Information contained in this earnings release. For a reconciliation of Operating Assets NOI to Operating Assets real estate property earnings before taxes (“REP EBT”), Operating Assets REP EBT to GAAP-basis net income (loss), and segment-basis MPC land sales revenue to GAAP-basis land sales revenue, please refer to the Supplemental Information contained in this earnings release. Non-recourse debt means that the debt is non-recourse to The Howard Hughes Corporation, but is recourse to the asset securing such debt and/or the subsidiary entity owning such asset. All construction cost estimates presented herein are exclusive of land costs.

Master Planned Communities Highlights

Land sales in our MPC segment, excluding deferred land sales and other revenue, increased 4.2%, or $2.3 million, to $57.2 million for the three months ended September 30, 2014, as compared to $54.9 million for the same period in 2013.

The Woodlands land sales increased $7.8 million, or 37.5%, to $28.6 million for the three months ended September 30, 2014, compared to $20.8 million for the same period in 2013. The increase for the three months ended September 30, 2014 was primarily due to higher pricing per lot for residential land sales. The average price per single family detached lot at The Woodlands increased $32,000, or 20.6% to $187,000 for the three months ended September 30, 2014, compared to $155,000 for the same period in 2013 due to scarcity of remaining lots available for sale and strong local market conditions. The average price per detached single family acre at The Woodlands increased 15.2%, or $100,000 to $758,000 for the three months ended September 30, 2014 compared to $658,000 for the same period in 2013. The market for residential land in The Woodlands remains strong.

Bridgeland land sales increased $4.3 million, or 98.6% to $8.7 million for the three months ended September 30, 2014, compared to $4.4 million for the same period in 2013. The increase in lot sales revenues for the three months ended September 30, 2014, compared to the same period in 2013, relates to higher sales volume and increasing lot prices resulting from strong demand for new homes. Third quarter 2014 lot deliveries represent the initial lots that we were able to develop in 2014 after receiving a long-awaited permit. Going forward, we expect to be able to meet the increasing demand for lots in Bridgeland. As of September 30, 2014, Bridgeland had 344 residential lots under contract of which 266 are scheduled to close in the fourth quarter of 2014, representing $102,000 per lot, or approximately $27.0 million of revenues. The average lot price for the three months ended September 30, 2014 of $80,000 is lower than the $90,000 average price per lot for the nine months ended September 30, 2014 due to the product mix of lot closings in the third quarter of 2014, which included lot sizes ranging from 31 feet to 60 feet wide, while the year-to-date product mix of lot closings consisted of lot sizes ranging from 31 feet to 75 feet wide. In the second quarter of 2014, we received bids from homebuilders for the sale of 509 lots at an average price of $90,000 per lot, or approximately 17.4% higher than the average finished lot prices during 2013.

Summerlin land sales decreased $9.9 million, or 33.3% to $19.8 million for the three months ended September 30, 2014, compared to $29.7 million for the same period in 2013. The decrease for the three months ended September 30, 2014 was primarily due to lower acreage sold, partially offset by higher land prices compared to the same period in 2013. The average price per superpad acre increased $151,000 to $514,000 for the three months ended September 30, 2014, compared to $363,000 for the same period in 2013. The increase in average price per acre is primarily due to a scarcity of attractive developable residential land in the Las Vegas market and the low levels of homebuilder inventory in Summerlin. Land sales increased $3.9 million for the nine months ended September 30, 2014 primarily due to escalated pricing for our custom lots and superpad sites, and commercial land sales, partially offset by lower superpad acreage sold compared to the same period in 2013.

In May 2014, we acquired 1,343 acres of undeveloped land located 13 miles north of The Woodlands for approximately $67.2 million, and in October 2014 we acquired an additional 653 adjacent acres for $27.8 million from a different seller. We have preliminarily planned for approximately 1,834 acres of residential and 161 acres of commercial development on the combined sites, and currently estimate that the residential acres will yield over 4,600 lots. This new community will be developed and managed by The Woodlands, and the first lots are expected to be finished and sold in 2016. The actual timing of development and sellout will be subject to several conditions, including market demand for residential lots and commercial properties.

Operating Assets Highlights

NOI from our combined retail, office, resort and conference center and multi-family properties increased $4.6 million, or 33.3%, to $18.4 million for the three months ended September 30, 2014 as compared to NOI of $13.8 million for the three months ended September 30, 2013. We refer to these properties as our “income-producing Operating Assets.” These amounts include our share of NOI from our non-consolidated ventures of $0.4 million and $0.5 million for the three months ended September 30, 2014 and 2013, respectively, and exclude NOI for all periods from properties that are substantially closed for redevelopment and/or were sold during the period. Approximately $3.1 million of the NOI increase is attributable to placing into service One Hughes Landing and 3 Waterway Square into service in 2013, re-opening the Outlet Collection at Riverwalk in the second quarter of 2014, and smaller increases totaling $1.9 million from various other properties and our non-consolidated ventures. These increases were partially offset by $(0.4) million of lower NOI at The Woodlands Resort & Conference Center due to ongoing renovation and redevelopment which has negatively impacted group business during the highest intensity period of the redevelopment. The renovation is expected to be completed by the end of 2014.

In May 2014, we completed the redevelopment of and re-opened the Outlet Collection at Riverwalk, an urban upscale outlet center located in New Orleans, Louisiana. At opening, the center was 99.2% leased. The project is financed by a $64.4 million partial recourse construction loan bearing interest at one-month LIBOR plus 2.75% with an October 2018 final maturity date. The project is expected to reach annual NOI of $7.8 million by early 2017 based on leases in place at September 30, 2014.

During the third quarter 2014, we substantially completed and placed in service Two Hughes Landing, a Class A office building in Hughes Landing. The building is 84.8% leased as of November 1, 2014. The project is financed by a $41.2 million non-recourse construction loan bearing interest at one-month LIBOR plus 2.65% with a September 2018 final maturity date. We expect the property to reach stabilized annual NOI of approximately $5.2 million by the third quarter of 2015.

South Street Seaport continues to partially operate while redevelopment of Pier 17 is underway and remediation and repairs to the historic area from Superstorm Sandy continue. During the third quarter 2014, we received $14.0 million of insurance proceeds, which are excluded from NOI and recognized as other income in our Condensed Consolidated Statement of Operations. We have received a total of $47.6 million of insurance proceeds from the inception of this claim through November 6, 2014 and are continuing to work with the insurance carriers to resolve the balance of our claim.

On November 20, 2013, we announced plans for further redevelopment of the South Street Seaport district which includes approximately 700,000 square feet of additional space, East River Esplanade improvements, a marina, restoration of the historic Tin Building, the creation of a dynamic food market, replacement of wooden platform piers adjacent to Pier 17 and a newly constructed mixed-use building. The plans are subject to a Uniform Land Use Review Procedure (“ULURP”) that requires approval by the New York City Council, the New York City Landmarks Preservation Commission and various other government agencies. We expect to begin our formal approval process in the fourth quarter of 2014.

Millennium Woodlands Phase II is a joint venture with The Dinerstein Companies formed to develop a 314-unit Class A multi-family property located in The Woodlands Town Center. The project was substantially completed and placed into service during the third quarter of 2014. As of November 1, 2014, 20.1% of the units have been leased. The project is financed with a $37.7 million non-recourse construction loan maturing in July 2017, which had a $34.1 million outstanding balance at September 30, 2014. We expect the property to reach annual NOI of $4.9 million in the second quarter of 2015, of which our share would be $4.0 million.

Strategic Developments Highlights

On October 9, 2014, we opened Downtown Summerlin, which we believe is the largest retail development to open in the U.S. since the economic downturn, with a four-day grand opening celebration. Sales reported by our tenants were significantly stronger than originally anticipated by a majority of the retailers with over 250,000 people visiting the center during the grand opening celebration. Downtown Summerlin is an approximate 106-acre project within our 400-acre site located in downtown Summerlin and is approximately 1.6 million square feet consisting of approximately 1.4 million square feet of retail, restaurant and entertainment space and a nine-story, 200,000 square foot Class A office building, named One Summerlin. The retail portion of the project is 69.0% leased and the office building is 25.2% pre-leased as of November 1, 2014. Total estimated development costs are $418 million and as of September 30, 2014, we have incurred $344.5 million of development costs. The remaining costs to be incurred are primarily for tenant improvements and leasing costs. On July 15, 2014, we closed on a $312 million partial recourse construction loan bearing interest at one-month LIBOR plus 2.25% with a final maturity date of July 2019, and have drawn approximately $172.9 million as of September 30, 2014.

Pre-sales for the first two market-rate residential condominium towers at Ward Village began on February 1, 2014. Pre-sales are subject to a 30-day rescission period, and the buyers are required to make a deposit equal to 5% of the purchase price at signing and an additional 5% deposit 30 days later at which point their total deposit of 10% of the purchase price becomes non-refundable. Buyers are required to make an additional 10% deposit within approximately four months of signing. As of November 1, 2014, we had received $138.6 million of buyer deposits, representing $782.8 million of contracted gross sales revenue. As of November 1, 2014, approximately 75.5% of the 482 total units in the two towers have been contracted and passed their 30-day rescission period (83.6% in the Waiea tower and 71.1% in the Anaha tower).

As of September 30, 2014, we have incurred $38.2 million of development costs for the construction of the Waiea tower in Ward Village. Total development costs are expected to be approximately $403 million when the project is completed by the end of 2016. As of September 30, 2014, we have also incurred $17.5 million of development costs for the construction of the Anaha tower. Its total development costs are expected to be approximately $401 million when the project is completed in early 2017. We expect to begin construction before the end of 2014. On November 6, 2014, we closed on a $600.0 million non-recourse construction loan cross-collateralized by Waiea and Anaha bearing interest at one-month LIBOR plus 6.75% with a December 2019 final maturity date. We are required to utilize all available buyer deposits to fund development costs prior to drawing on the loan.

Construction at ONE Ala Moana, a 206-unit luxury condominium tower being developed in a 50/50 joint venture, is now 87.3% complete with an expected opening in the fourth quarter of 2014. For the three months ended September 30, 2014 our share of ONE Ala Moana’s earnings, which are recorded on a percentage of completion basis, was $5.1 million.

We began construction of Three Hughes Landing, a 324,000 square foot, 12-story Class A office building in Hughes Landing during the third quarter of 2014. As of September 30, 2014, we have incurred $1.8 million of development costs and total development costs are expected to be $90 million when the project is completed during the fourth quarter of 2015.

As of September 30, 2014, we have incurred $12.5 million of development costs for the construction of The Westin, The Woodlands, a 302-room Westin-branded hotel that will be owned and managed by us. Total development costs are expected to be $97 million when the project is completed at the end of 2015. During August 2014, we closed on a $69.3 million non-recourse construction loan bearing interest at one-month LIBOR plus 2.65% with an August 2019 final maturity date.

In October 2014, we began construction of an Embassy Suites by Hilton in Hughes Landing, a nine-story, 205-room upscale, full-service hotel that will be developed and owned by us. Total development costs are expected to be $46 million and the project is scheduled to be completed by the end of 2015. As of September 30, 2014, we have incurred $1.3 million of development costs related to this project. On October 2, 2014, we closed on a $37.1 million non-recourse construction loan bearing interest at one-month LIBOR plus 2.50% with an October 2020 final maturity date.

For a more complete description of all of our Strategic Developments please refer to “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Strategic Developments” in our Quarterly Report on Form 10-Q for the three months ended September 30, 2014.

About The Howard Hughes Corporation

The Howard Hughes Corporation owns, manages and develops commercial, residential and mixed-use real estate throughout the United States. Our properties include master planned communities, commercial mixed-use, retail and office properties, development opportunities and other unique assets spanning 16 states from New York to Hawai’i. The Howard Hughes Corporation is traded on the New York Stock Exchange under the ticker symbol “HHC” and is headquartered in Dallas, Texas. For more information, visit www.howardhughes.com.

Safe Harbor Statement

Statements made in this press release that are not historical facts, including statements accompanied by words such as “will,” “believe,” “expect,” “enables,” “realize,” “plan,” “intend,” “assume,” “transform” and other words of similar expression, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements are based on management’s expectations, estimates, assumptions and projections as of the date of this release and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially are set forth as risk factors in The Howard Hughes Corporation’s filings with the Securities and Exchange Commission, including its Quarterly and Annual Reports. We caution you not to place undue reliance on the forward-looking statements contained in this release and do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release except as required by law.

Supplemental Information

September 30, 2014

As our three segments, Master Planned Communities, Operating Assets and Strategic Developments, are managed separately, we use different operating measures to assess operating results and allocate resources among these three segments. The one common operating measure used to assess operating results for our business segments is real estate property earnings before taxes (“REP EBT”), which represents the operating revenues of the properties less property operating expenses. REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, corporate interest income and depreciation expense, provision for income taxes, warrant liability gain or loss, changes in the tax indemnity receivable and other income. We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. However, REP EBT should not be considered as an alternative to GAAP net income (loss).

Operating Assets Net Operating Income

The Company believes that NOI is a useful supplemental measure of the performance of our Operating Assets because it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating real estate properties and the impact on operations from trends in occupancy rates, rental rates, and operating costs. We define NOI as revenues (rental income, tenant recoveries and other income) less expenses (real estate taxes, repairs and maintenance, marketing and other property expenses). NOI also excludes straight line rents and tenant incentives amortization, net interest expense, ground rent amortization, demolition costs, amortization, depreciation 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 such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns.

Although we believe that NOI provides useful information to the investors about the performance of our Operating Assets due to the exclusions noted above, NOI should only be used as an alternative measure of the financial performance of such assets and not as an alternative to GAAP net income (loss).

Beginning in the second quarter 2014, we reclassified certain retail Operating Assets that are substantially shutdown due to redevelopment-related construction activities underway to the Redevelopments section.