Press Releases

DALLAS-- The Howard Hughes Corporation (NYSE: HHC):

Second Quarter Highlights

• Second quarter 2013 net income was $42.1 million, excluding the $(111.2) million non-cash warrant loss and $(7.5) million non-cash loss relating to a reduction in the tax indemnity receivable, compared to the second quarter 2012 net income of $19.7 million, excluding the $23.4 million non-cash warrant gain and $(8.8) million reduction in the tax indemnity receivable.
• Master Planned Community (“MPC”) land sales increased 60.0% to $67.7 million for the second quarter 2013 compared to $42.3 million for the second quarter 2012.
• The Summerlin MPC in Las Vegas increased land sales for the three and six months ended June 30, 2013 by 79.9% and 154.7% to $24.3 million and $52.4 million, respectively, compared to $13.5 million and $20.6 million for the same periods in 2012.
• Net operating income (“NOI”) for our income-producing Operating Assets decreased $5.4 million to $14.2 million for the second quarter 2013, compared to $19.6 million for the second quarter 2012. Second quarter 2013 results include a $(3.5) million negative NOI impact from Superstorm Sandy at South Street Seaport, a $(0.7) million negative impact from vacating Riverwalk Marketplace for redevelopment, and a $(1.0) million negative impact resulting from the redevelopment of The Woodlands Resort and Conference Center. We expect that substantially all of the lost income caused by the storm will be covered by insurance.
• The sold out 206-unit ONE Ala Moana luxury condominium project that we are developing in a 50/50 joint venture with local developers in Honolulu, HI, closed on a $132.0 million construction loan and $40.0 million in mezzanine financing. Upon closing of the loan, we sold our condominium rights to the venture at a $47.5 million valuation and received $35.3 million of cash proceeds, inclusive of $4.5 million of cost reimbursements. Construction of the tower began in the second quarter 2013 with an expected fourth quarter 2014 completion date.
• Completed 3 Waterway Square, a 97% leased 232,000 square foot Class A office building in The Woodlands. On August 2, 2013, we refinanced its $43.3 million construction loan with a $52.0 million 15-year non-recourse first mortgage at 3.94%.
• Continued construction of One Hughes Landing, a 197,000 square foot Class A office building to be completed in the third quarter 2013 which is presently 87% pre-leased. During the second quarter 2013, we announced and began construction on Two Hughes Landing, a 197,000 square foot Class A office building that we expect to complete in the second quarter of 2014. In June 2013, we announced plans to construct a 391-unit Class A multi-family project within Hughes Landing. Construction will begin in the third quarter 2013 and completion is planned for the first quarter of 2015.
• Began the redevelopment of Riverwalk Marketplace into the nation’s first upscale urban outlet center. The project is 83% pre-leased, and upon completion in 2014, will comprise approximately 250,000 square feet of retail space.
• Began construction of the 1.6 million square foot Shops at Summerlin mixed-use development, which is expected to open by the end of 2014.
• Received unanimous approval from the City of Alexandria to redevelop the Landmark Mall into a 750,000 square foot mixed-use development. Construction is expected to begin by the spring of 2014 with the first phase opening by the spring of 2016.

The Howard Hughes Corporation (NYSE: HHC) or (the “Company”) today announced its results for the second quarter 2013.

For the three months ended June 30, 2013, net loss attributable to common stockholders was $(76.6) million, or ($1.94) per diluted common share, compared with net income attributable to common stockholders of $34.3 million, or $0.27 per diluted common share for the three months ended June 30, 2012. Second quarter 2013 net income attributable to common stockholders includes a $(111.2) million warrant loss and $(7.5) million non-cash loss relating to a reduction in the tax indemnity receivable. Excluding these non-cash charges, net income attributable to common stockholders was $42.1 million or $1.00 per diluted common share for the second quarter 2013. Excluding the $23.4 million warrant gain and $(8.8) million reduction in tax indemnity receivable non-cash charges, net income attributable to common stockholders was $19.7 million, or $0.49 per diluted common share for the second quarter 2012.

David R. Weinreb, CEO of The Howard Hughes Corporation, stated, “The Howard Hughes Corporation had an outstanding second quarter 2013, delivering a record $47.8 million of operating income. Our master planned communities are experiencing very strong demand from homebuilders for land. Residential land sales for the first six months of 2013 increased 59% to $112.3 million compared to the first six months of 2012. In our operating assets and strategic developments segments, we began construction on over two million square feet of commercial property development, including the 1.6 million square foot Shops at Summerlin project, 250,000 square foot transformation of the Riverwalk Marketplace into The Outlet Collection at Riverwalk and the 200,000 square foot Two Hughes Landing office building. The ONE Ala Moana joint venture also began construction on the sold out 206-unit condominium tower.”

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, 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, not to the asset.

Master Planned Communities

Land sales in our MPC segment, excluding deferred land sales and other revenue, increased $25.4 million, or 60.0%, to $67.7 million for the three months ended June 30, 2013 as compared to the three months ended June 30, 2012. The increase in revenues was primarily a result of a $26.9 million increase in residential lot sales at The Woodlands and an $11.6 million increase in residential lot sales at Summerlin, partially offset by a $6.0 million decrease in residential land sales at Bridgeland and the Columbia, Maryland communities, and a $6.3 million decrease in commercial and other land sales at The Woodlands.

At Summerlin, existing inventory levels for both new and resale homes is decreasing as the housing market strengthens. New housing demand and a scarcity of attractive land is driving significant increases in land prices. Builder activity continues to improve at Summerlin as homebuilder sales increased 34.6% with 179 new home sales during the second quarter 2013 compared to 133 for the same period in 2012. Summerlin’s average sale price per acre for superpad sites increased 64.4% to $370,000 per acre for the second quarter 2013, compared to $225,000 per acre for the second quarter 2012.

The Woodlands residential land sales for the three months ended June 30, 2013 increased 185.4% to $41.5 million for the second quarter 2013 compared to $14.5 million for the second quarter 2012. Average price per acre increased 73.0% and average price per detached lot increased 86.7% to $168,000 from $90,000 over the same period. Commercial and other land sales were $0.1 million for the second quarter 2013 compared to $6.4 million for the second quarter 2012. We expect future commercial land sales to be lumpy because our strategy is to hold and develop in the vicinity of The Woodlands Town Center and opportunistically sell commercial land in outer areas of the MPC.

Bridgeland’s land sales revenues were $1.9 million for the second quarter 2013, a decrease of $3.8 million compared to the second quarter 2012. Average price per lot increased 31.4% to $67,000. The increase in per lot price and decrease in sales were due to the mix of lots sold and the low level of lot availability in the Bridgeland community, with 43 lots remaining in inventory at June 30, 2013. We are pursuing approval from the U.S. Army Corps of Engineers to develop 806 acres of land in Bridgeland and believe we could quickly complete and deliver lots to meet market demand when approval is received.

The Houston, Texas area continues to benefit from a strong energy sector. We anticipate that the expected influx in 2014 and 2015 of approximately 10,000 employees to ExxonMobil’s new 385-acre corporate campus, which is under construction just south of the Woodlands, will continue to drive demand for residential housing and commercial space. Construction of Houston’s perimeter loop, the Grand Parkway, is also expected to serve as a catalyst for growth in Bridgeland and The Woodlands communities as sections are completed in early 2014 through early 2015. The Parkway bisects the Bridgeland community and connects the airport, Energy Corridor and the ExxonMobil campus.

Operating Assets

NOI from the combined retail, office and resort and conference center and multi-family properties was $14.2 million for the three months ended June 30, 2013 compared to NOI of $19.6 million for the three months ended June 30, 2012. 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 $1.0 million for the same periods.

The $5.4 million decrease in NOI for the second quarter 2013 compared to the second quarter 2012 is primarily attributable to the $(3.5) million decrease at South Street Seaport due to Superstorm Sandy, $(0.7) million decrease at Riverwalk Marketplace because the property was vacated for redevelopment and $(1.0) million negative variance at The Woodlands Resort and Conference Center caused primarily by lower group business resulting from redevelopment at this property.

South Street Seaport had an NOI loss of $(1.8) million for the second quarter 2013 compared to NOI of $1.7 million for the second quarter 2012. The property is only partially operating while remediation and repairs from the storm continue. We believe that our insurance will cover substantially all of the cost of repairing the property and will also compensate us for any income that has been lost as a result of the storm. A majority of the vacant space will remain empty in advance of redevelopment of Pier 17 and the historic buildings on the site, which is expected to begin by the fourth quarter 2013.

Riverwalk Marketplace had an NOI loss of $(0.3) million for the second quarter 2013 compared to NOI of $0.3 million for second quarter 2012. The decrease is the result of vacating the property in advance of its redevelopment into an upscale urban outlet center – The Outlet Collection at Riverwalk. The property is 83% pre-leased and development costs are expected to total approximately $82 million. Construction began in June 2013 and the property is expected to reopen in 2014.

The Woodlands Resort and Conference Center second quarter 2013 NOI was $3.6 million compared to $4.6 million for the second quarter 2012. During the first quarter 2013, we began a $75.4 million renovation and redevelopment of the property. Second quarter 2013 NOI was negatively impacted by the ongoing renovation, which caused lower group business compared to second quarter 2012.

3 Waterway Square, a 232,000 square foot Class A office building in The Woodlands, was completed in June 2013. The building is 97% leased and is expected to generate approximately $6.0 million of annual NOI in 2014 based on in-place leases. The building generated $0.1 million of NOI for the portion of the time it was open during the second quarter 2013. On August 2, 2013, we closed on a $52.0 million 15-year non-recourse mortgage financing at 3.94% that refinanced the $43.3 million construction loan on the building.

Strategic Developments

During the second quarter 2013, construction began on ONE Ala Moana, a luxury 206-unit condominium tower, which is being developed in a 50/50 joint venture. In the second quarter of 2013, the venture closed on a $132.0 million mortgage financing. Upon closing of the loan, we sold our condominium air rights valued at $47.5 million to the joint venture, received $35.3 million of cash proceeds and our partner contributed $16.8 million of cash to the venture as an equity contribution. Net income from our strategic development segment for the three months ended June 30, 2013 includes a $15.1 million gain from the sale of our condominium rights and $5.2 million in earnings from Real Estate Affiliates related to our 50% interest in the joint venture’s income from the condominium project using the percentage of completion method.

In May 2013, we began construction on our 1.6 million square foot Shops at Summerlin mixed-use project. Development costs are expected to total approximately $390 million, excluding land value, and the targeted opening date is during the fourth quarter 2014. Through June 30, 2013 we have incurred approximately $17.1 million of development costs for this project and we expect to close on a financing for this development in the second half of 2013.

Construction continued at The Metropolitan in Downtown Columbia, previously known as Columbia Parcel D, a 380-unit multi-family project with 14,000 square feet of ground floor retail space. In 2011, we contributed land with a fair value of $20.3 million and having a $3.0 million book value to a 50/50 joint venture with a local developer. On July 11, 2013, the joint venture closed a seven-year $64.1 million non-recourse construction loan and we received $7.6 million in cash. Our capital investment in the venture consists of land and improvements valued at $20.3 million. The total project budget is $96.9 million, including our contributed land and improvements, and the project is expected to be completed by the end of 2014.

As of August 7, 2013, One Hughes Landing, a 197,000 square foot Class A office building being built in The Woodlands, is 87% pre-leased. Total budgeted construction cost is $50 million (exclusive of land value). We have incurred $24.3 million of costs related to this project as of June 30, 2013 and construction is expected to be completed in third quarter 2013. During the second quarter 2013, we announced and began construction on Two Hughes Landing, a 197,000 square foot Class A office building being built adjacent to One Hughes Landing. Total budgeted construction costs are $49 million (exclusive of land value) with a second quarter 2014 expected completion date.

During the second quarter 2013, we continued the redevelopment of Ward Centers into the 60-acre Ward Village master planned community, which will include office, retail and residential space, to be completed in phases. We announced the first phase, estimated to be completed in 2016, which includes two market-rate residential towers and a workforce housing tower. The $24.4 million renovation to convert a portion of our IBM office building into a world-class sales center for the entire project is expected to be completed by the fourth quarter 2013.

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 18 states from New York to Hawaii. 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,” “transform” and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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.

THE HOWARD HUGHES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
		Three Months Ended June 30,								Six Months Ended June 30,
		2013				2012				2013				2012
		(In thousands, except per share amounts)
Revenues:
Master Planned Community land sales		$	66,021			$	43,928			$	113,247			$	80,017
Builder price participation			2,426				1,528				3,701				2,341
Minimum rents			20,134				20,577				39,060				39,474
Tenant recoveries			5,065				6,003				10,390				11,867
Condominium rights and unit sales			30,381				134				30,381				267
Resort and conference center revenues			11,270				11,970				22,374				21,626
Other land revenues			3,830				3,531				6,632				7,048
Other rental and property revenues			7,925				6,268				11,358				11,062
Total revenues			147,052				93,939				237,143				173,702
Expenses:
Master Planned Community cost of sales			29,854				22,978				55,553				41,657
Master Planned Community operations			9,794				9,979				18,290				21,026
Other property operating costs			17,334				15,044				32,854				29,373
Rental property real estate taxes			3,359				3,171				7,116				7,009
Rental property maintenance costs			2,143				2,086				3,948				4,041
Condominium rights and unit cost of sales			15,272				36				15,272				96
Resort and conference center operations			7,680				7,371				15,156				14,785
Provision for doubtful accounts			277				164				706				45
General and administrative			6,769				8,160				17,940				16,557
Depreciation and amortization			6,780				5,893				13,224				10,951
Total expenses			99,262				74,882				180,059				145,540
Operating income			47,790				19,057				57,084				28,162
Interest income			2,067				2,342				4,423				4,673
Interest expense			-				(200	)			(143	)			(201	)
Warrant liability gain (loss)			(111,200	)			23,430				(144,227	)			(98,421	)
Reduction in tax indemnity receivable			(7,499	)			(8,782	)			(9,403	)			(8,782	)
Equity in earnings from Real Estate Affiliates			5,707				446				8,440				3,122
Income (loss) before taxes			(63,135	)			36,293				(83,826	)			(71,447	)
Provision for income taxes			13,361				1,301				15,840				5,085
Net income (loss)			(76,496	)			34,992				(99,666	)			(76,532	)
Net income attributable to noncontrolling interests			(58	)			(682	)			(12	)			(1,418	)
Net income (loss) attributable to common stockholders		$	(76,554	)		$	34,310			$	(99,678	)		$	(77,950	)
Basic earnings (loss) per share:		$	(1.94	)		$	0.91			$	(2.53	)		$	(2.06	)
Diluted earnings (loss) per share:		$	(1.94	)		$	0.27			$	(2.53	)		$	(2.06	)

THE HOWARD HUGHES CORPORATION
CONSOLIDATED BALANCE SHEETS
UNAUDITED
		June 30,				December 31,
		2013				2012
Assets:		(In thousands, except share amounts)
Investment in real estate:
Master Planned Community assets		$	1,562,745			$	1,563,122
Land			253,341				252,593
Buildings and equipment			719,111				657,268
Less: accumulated depreciation			(123,794	)			(112,491	)
Developments			307,434				273,613
Net property and equipment			2,718,837				2,634,105
Investment in Real Estate Affiliates			56,732				32,179
Net investment in real estate			2,775,569				2,666,284
Cash and cash equivalents			213,196				229,197
Accounts receivable, net			18,667				13,905
Municipal Utility District receivables, net			116,982				89,720
Notes receivable, net			22,976				27,953
Tax indemnity receivable, including interest			313,925				319,622
Deferred expenses, net			17,478				12,891
Prepaid expenses and other assets, net			125,803				143,470
Total assets		$	3,604,596			$	3,503,042
Liabilities:
Mortgages, notes and loans payable			715,530			$	688,312
Deferred tax liabilities			89,331				77,147
Warrant liabilities			267,800				123,573
Uncertain tax position liability			136,387				132,492
Accounts payable and accrued expenses			178,232				170,521
Total liabilities			1,387,280				1,192,045
Commitments and Contingencies
Equity:
Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued			-				-
Common stock: $.01 par value; 150,000,000 shares authorized,
39,576,344 shares issued and outstanding as of June 30, 2013 and
39,498,912 shares issued and outstanding as of December 31, 2012			396				395
Additional paid-in capital			2,826,609				2,824,031
Accumulated deficit			(609,291	)			(509,613	)
Accumulated other comprehensive loss			(7,773	)			(9,575	)
Total stockholders' equity			2,209,941				2,305,238
Noncontrolling interests			7,375				5,759
Total equity			2,217,316				2,310,997
Total liabilities and equity		$	3,604,596			$	3,503,042

Supplemental Information

June 30, 2013

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 (benefit) for income taxes, warrant liability gain (loss), and the reduction in tax indemnity receivable. 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).

Reconciliation of REP EBT to GAAP-net		Three Months Ended June 30,								Six Months Ended June 30,
income (loss)		2013				2012				2013				2012
		(In thousands)								(In thousands)
REP EBT		$	61,065			$	27,686			$	84,042			$	48,116
General and administrative			(6,769	)			(8,160	)			(17,940	)			(16,557	)
Corporate interest income, net			1,594				2,277				4,304				4,499
Warrant liability gain (loss)			(111,200	)			23,430				(144,227	)			(98,421	)
Provision for income taxes			(13,361	)			(1,301	)			(15,840	)			(5,085	)
Reduction in tax indemnity receivable			(7,499	)			(8,782	)			(9,403	)			(8,782	)
Corporate depreciation			(326	)			(158	)			(602	)			(302	)
Net income (loss)		$	(76,496	)		$	34,992			$	(99,666	)		$	(76,532	)

		MPC Sales Summary
		Land Sales								Acres Sold				Number of Lots/Units				Price per acre						Price per lot
		Three Months ended June 30,
($ In thousands)		2013				2012				2013		2012		2013		2012		2013			2012			2013			2012
Columbia
Residential
Townhomes		$	-			$	2,233			-		0.7		-		15		$	-		$	-		$	-		$	149
Bridgeland
Residential
Single family - detached			1,869				5,669			6.0		21.6		28		111			312			262			67			51
Summerlin
Residential
Single family - detached			2,086				6,536			2.7		9.5		25		66			773			688			83			99
Custom lots			1,733				2,456			1.7		3.4		4		6			1,019			722			433			409
Super pad sites			20,434				3,706			55.2		16.5		272		84			370			225			75			44
Commercial
Retail			-				784			-		1.0		-		-			-			784			-			-
			24,253				13,482			59.6		30.4		301		156			407			443			81			81
The Woodlands
Residential
Single family - detached			40,581				14,527			65.4		40.5		241		161			621			359			168			90
Single family - attached			872				-			2.1		-		22		-			415			-			40			-
Commercial
Office and other			-				5,106			-		10.4		-		-			-			491			-			-
Retail			-				1,250			-		1.2		-		-			-			1,042			-			-
Other			135				50			0.7		0.8		-		-			193			63			-			-
			41,588				20,933			68.2		52.9		263		161			610			396			158			90
Total acreage sales revenue			67,710				42,317			133.8		105.6		592		443
Deferred revenue			(6,055	)			(77	)
Special Improvement District revenue			4,366				1,688
Total segment land sale revenues		$	66,021			$	43,928
		MPC Sales Summary
		Land Sales								Acres Sold				Number of Lots/Units				Price per acre						Price per lot
		Six Months ended June 30,
($ In thousands)		2013				2012				2013		2012		2013		2012		2013			2012			2013			2012
Columbia
Residential
Townhomes		$	-			$	4,156			-		1.2		-		28		$	-		$	-		$	-		$	148
Bridgeland
Residential
Single family - detached			5,458				11,014			18.0		41.5		80		209			303			266			68			53
Summerlin
Residential
Single family - detached			8,185				7,744			11.1		11.3		88		80			737			685			93			97
Custom lots			2,740				3,246			2.9		4.1		6		8			945			792			457			406
Super pad sites			41,509				8,816			143.0		39.2		673		179			290			225			62			49
Commercial
Retail			-				784			-		1.0		-		-			-			784			-			-
			52,434				20,590			157.0		55.6		767		267			334			370			68			74
The Woodlands
Residential
Single family - detached			52,812				35,562			90.6		98.7		353		363			583			360			150			98
Single family - attached			1,574				-			3.8		-		40		-			414			-			39			-
Commercial
Office and other			-				5,106			-		10.4		-		-			-			491			-			-
Retail			-				1,250			-		1.2		-		-			-			1,042			-			-
Other			135				50			0.7		0.8		-		-			193			63			-			-
			54,521				41,968			95.1		111.1		393		363			573			378			138			98
Total acreage sales revenue			112,413				77,728			270.1		209.4		1,240		867
Deferred revenue			(7,659	)			(820	)
Special Improvement District revenue			8,493				3,109
Total segment land sale revenues		$	113,247			$	80,017

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 incentives, net interest expense, depreciation, ground rent, other amortization expenses including lease intangibles, and equity in earnings from Real Estate 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).

Operating Assets NOI and REP EBT
			Three Months Ended June 30,								Six Months Ended June 30,
			2013				2012				2013				2012
			(In thousands)								(In thousands)
Retail
Ward Centers			$	5,883			$	5,555			$	11,862			$	11,119
South Street Seaport (a)				(1,776	)			1,749				(3,437	)			2,207
Rio West Mall				292				330				638				730
Landmark Mall				251				234				394				509
Riverwalk Marketplace (b)				(338	)			315				(771	)			479
Cottonwood Square				143				110				243				223
Park West				281				222				564				488
20/25 Waterway Avenue (c)				276				396				590				835
Waterway Garage Retail				84				7				71				10
	Total Retail			5,096				8,918				10,154				16,600
Office
110 N. Wacker				1,508				1,507				3,004				3,037
Columbia Office Properties				271				695				663				1,105
70 Columbia Corporate Center (d)				91				-				143				-
3 Waterway Square (e)				71				-				71				-
4 Waterway Square				1,372				1,607				2,973				2,662
9303 New Trails				452				571				929				960
1400 Woodloch Forest				287				444				669				819
2201 Lake Woodlands Drive				(73	)			(2	)			(31	)			(2	)
	Total Office			3,979				4,822				8,421				8,581
Millennium Waterway Apartments (f)				1,181				260				2,377				260
The Woodlands Resort and Conference Center				3,590				4,599				7,218				6,841
Total Retail, Office, Multi-family, Resort and Conference Center				13,846				18,599				28,170				32,282
The Club at Carlton Woods				(497	)			(1,294	)			(1,615	)			(2,302	)
The Woodlands Parking Garages				(240	)			(238	)			(404	)			(493	)
The Woodlands Ground Leases				121				92				224				191
Other Properties				(67	)			391				(131	)			721
	Total Other			(683	)			(1,049	)			(1,926	)			(1,883	)
	Total Operating Assets NOI - Consolidated			13,163				17,550				26,244				30,399
Straight-line lease and incentive amortization				444				207				267				417
Depreciation and amortization				(6,398	)			(5,672	)			(12,516	)			(10,529	)
Write-off of lease intangibles and other				(392	)			-				(2,505	)			-
Equity in earnings from Real Estate Affiliates				363				446				3,096				3,122
Interest expense, net				(3,849	)			(3,673	)			(10,608	)			(6,974	)
	Total Operating Assets REP EBT (g)		$	3,331			$	8,858			$	3,978			$	16,435
			Three Months Ended June 30,								Six Months Ended June 30,
			2013				2012				2013				2012
			(In thousands)								(In thousands)
Operating Assets NOI - Equity and Cost Method Investments
	Millennium Waterway Apartments (f)		$	-			$	734			$	-			$	1,768
	Woodlands Sarofim # 1			332				190				649				476
	Stewart Title			667				536				1,066				669
	Forest View/Timbermill Apartments (h)			-				88				-				582
	Total NOI - equity investees			999				1,548				1,715				3,495
	Adjustments to NOI (i)			(36	)			(517	)			(69	)			(1,452	)
	Equity Method Investments REP EBT			963				1,031				1,646				2,043
	Less: Joint Venture Partner's Share of REP EBT			(600	)			(585	)			(1,053	)			(1,297	)
	Distributions from Summerlin Hospital Investment			-				-				2,503				2,376
	Segment equity in earnings from Real Estate Affiliates		$	363			$	446			$	3,096			$	3,122
Company's Share of Equity Method Investments NOI
	Millennium Waterway Apartments (f)		$	-			$	613			$	-			$	1,477
	Woodlands Sarofim # 1			66				38				130				95
	Stewart Title			334				268				533				335
	Forest View/Timbermill Apartments (h)			-				44				-				291
	Total NOI - equity investees		$	400			$	963			$	663			$	2,198
Company's Share of Equity Method Investments Debt and Cash
			Economic				June 30, 2013
			Ownership				Debt				Cash
							(In thousands)
	Woodlands Sarofim #1			20.0	%		$	6,692			$	587
	Stewart Title			50.0	%			-				1,045
	Summerlin Las Vegas Baseball Club			50.0	%			-				398

(a)		Superstorm Sandy negatively impacted South Street Seaport NOI by approximately $(3.5) million and $(5.6) million for the three and six months ended June 30, 2013, respectively.
(b)		Riverwalk Marketplace NOI was negatively impacted by vacating tenants for redevelopment. Redevelopment began in the second quarter of 2013.
(c)		The NOI decrease for the three and six months ended June 30, 2013, as compared to 2012 was primarily attributable to a vacancy resulting from a tenant lease termination. We have executed a new lease for a replacement tenant who will take possession of the space in the third quarter of 2013.
(d)		70 Columbia Corporate Center is 94.7% leased as of August 7, 2013 and is expected to generate approximately $2.9 million of annual NOI by December 2015 when tenants have taken occupancy and free-rent periods are over.
(e)		3 Waterway was completed in June 2013 and is 97% leased as of August 7, 2013. Stabilized annual NOI based on in-place leases is approximately $6.0 million.
(f)		On May 31, 2012, we acquired our partner's interest in the 393-unit Millennium Waterway Apartments. NOI for periods prior to June 1, 2012 is reported in the Operating Assets NOI - Equity and Cost Method Investment table.
(g)		For a detailed breakdown of our Operating Asset segment REP EBT, please refer to Note 15 - Segments in the Condensed Consolidated Financial Statements.
(h)		On April 19, 2012, the joint ventures owning the Forest View and Timbermill Apartments completed their sale to a third party. Our share of the distributable cash after repayment of debt and transaction expenses was $8.6 million.
(i)		Adjustments to NOI include straight-line and market lease amortization, depreciation and amortization and non-real estate taxes.

 

The Howard Hughes Corporation
Caryn Kboudi, 214-741-7744
caryn.kboudi@howardhughes.com

Source: Howard Hughes Corporation