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): November 04, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 719-6100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | |||||||||||||||
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:
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. ☐
Item 2.02 Results of Operations and Financial Condition
On November 4, 2021, The Howard Hughes Corporation (the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended September 30, 2021. 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 November 4, 2021, the Company issued supplemental information for the third quarter ended September 30, 2021. 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 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: November 4, 2021
Exhibit 99.1
The Howard Hughes Corporation® Reports Third Quarter 2021 Results
Strong third quarter performance demonstrates ongoing momentum across HHC’s core segments followed by the post-quarter acquisition of Douglas Ranch and $250 million share buyback program
HOUSTON, November 4, 2021 – The Howard Hughes Corporation® (NYSE: HHC) (the “Company,” “HHC” or “we”) announced today operating results for the third quarter ended September 30, 2021. The financial statements, exhibits and reconciliations of non-GAAP measures in the attached Appendix and the Supplemental Information at Exhibit 99.2 provide further detail of these results.
Third Quarter 2021 Highlights Included:
–Reported third quarter net income of $4.1 million, or $0.07 per diluted share.
–Total Operating Assets net operating income (NOI), including contribution from equity investments, totaled $60.6 million in the quarter, a 9.8% sequential increase, and was $62.9 million including the activity from HHC’s hotels that were sold in September. These positive results were driven by continued improvement in retail, robust lease-up activity at our latest multi-family developments and continued strong performance in office and the Las Vegas Ballpark®.
–MPC EBT totaled $54.1 million in the quarter largely driven by superpad sales at Summerlin®, coupled with strong activity at The Summit.
–Condominium market at Ward Village® continued to excel as evidenced by the 316 condominium units contracted to sell during the quarter, with 61 units contracted at our under construction towers and 255 units contracted following the pre-sales launch of The Park Ward Village which was 64% presold as of October 29, 2021.
–Completed the sale of HHC’s hospitality assets for $252.0 million, generating $119.7 million of net proceeds after debt repayment.
–Acquired Douglas Ranch in October 2021—a fully entitled, “shovel-ready” MPC in Phoenix’s West Valley spanning 37,000 acres.
–Following the end of the third quarter, HHC’s Board of Directors approved a $250 million share buyback program.
“Our strong third quarter results across all of our business segments demonstrate HHC’s continued momentum and the robust demand we are experiencing across our acclaimed portfolio of mixed-use communities. We saw healthy land sales in our master planned communities (MPCs), continued growth in our Operating Assets NOI, and impressive sales activity for our condos at Ward Village—which was the driving force behind the pre-sales launch of our next tower, The Park Ward Village. We could not be more pleased with these exemplary results,” commented David R. O’Reilly, Chief Executive Officer of The Howard Hughes Corporation.
“Outside of our core operating segments, we were able to successfully sell our three hotels based in The Woodlands® for $252 million, generating $120 million of net proceeds as we continue to execute on our strategic plan of streamlining our business and focusing on our core competencies. Additionally, we executed several financing deals including construction loans for our two projects under construction in Summerlin, replaced our existing MPC credit facility with a new loan to support horizontal development in Bridgeland®, and subsequent to the end of the third quarter, closed on a $250 million loan for our 1201 Lake Robbins office tower in The Woodlands.
“On October 19, 2021, we announced our transformative acquisition of Douglas Ranch—a 37,000-acre fully-entitled, “shovel-ready” MPC located in Phoenix’s West Valley. This $600 million transaction is a strategic use of capital which effectively redeployed the net proceeds from non-core asset sales into a new core MPC leveraging HHC’s recognized expertise. Douglas Ranch is poised for growth with in-place entitlements for 100,000 homes and 55 million square
1
feet of commercial development. This transaction will have an immediate positive impact on Howard Hughes, with land sales expected to commence at Trillium, Douglas Ranch’s first village, in the first half of 2022.
“We continue to seek out the most advantageous ways to deploy our capital. With that, we are pleased to announce our Board-approved share buyback program of $250 million. We believe HHC’s stock price is undervalued and initiating this buyback program will allow us to purchase shares at a discount relative to HHC’s true inherent value. This program will deliver meaningful near-term value and rewards our shareholders for the progress we have made so far.”
Third Quarter 2021 Highlights
Total Company
–Net income decreased to $4.1 million, or $0.07 per diluted share, in the quarter, compared to a net income of $139.7 million, or $2.51 per diluted share, in the prior-year period due to the recognition of a $267.5 million gain on the deconsolidation for 110 North Wacker in the third quarter of 2020 that did not reoccur during the current period.
–Our strong financial performance included Operating Asset NOI of $62.9 million including the contribution from our hotels, a $24.7 million improvement; MPC EBT of $54.1 million, a $17.5 million increase; and contracts to sell 316 condominiums, of which 61 were contracted at our three towers that were under construction during the quarter, a 154.2% increase, all compared to the prior-year period.
–Maintained a strong balance sheet with over $1.0 billion of cash, enabling us to acquire Douglas Ranch for cash in October 2021, and further extended our debt maturities attributed to HHC’s recent financing activity.
Operating Assets
–Total Operating Assets NOI, including contribution from equity investments, totaled $60.6 million in the quarter, a 9.8% increase compared to $55.2 million in the prior quarter, and a 61.1% increase compared to $37.6 million in the prior-year period. Including the activity from our hotel assets, HHC’s Operating Assets generated $62.9 million of NOI during the third quarter.
–Retail NOI increased 9.0% sequentially to $16.1 million due to improving rent collections of 83.3% and continued recovery as business rebounds from the COVID-19 pandemic.
–The Las Vegas Ballpark generated $5.4 million of NOI as the Las Vegas Aviators® were able to host the remainder of their games at full capacity during the quarter. This compares to a $0.8 million loss in the prior-year period when the impacts of COVID-19 resulted in the cancellation of the entire Minor League Baseball season.
–Multi-family NOI increased 24.3% to $9.2 million compared to the prior quarter due to accelerated lease-up in our latest developments, including The Lane at Waterway and Juniper Apartments, which both opened in 2020 and are already stabilized at 99% and 96% leased, respectively.
–Office NOI increased 5.8% sequentially to $27.8 million supported by continued growth with the improving "return to office" environment.
–During the quarter we closed on the sale of our three hotels based in The Woodlands for $252.0 million, generating $119.7 million of net proceeds after debt repayment. During the third quarter, these assets generated $2.3 million of NOI.
MPC
–MPC EBT totaled $54.1 million in the quarter, a 22% decrease compared to $69.8 million in the prior quarter, and a 47.8% increase compared to $36.6 million in the prior-year period.
–The decrease in EBT from the prior quarter is primarily attributed to non-recurring, one-time costs including the early extinguishment of debt upon the retirement of The Woodlands and Bridgeland credit facility that was subsequently refinanced.
–The increase in EBT from the prior-year period reflects our strong quarterly performance which was driven primarily by the strength of superpad sales in Summerlin and the continuation of positive results at The Summit.
–The price per acre of residential land across all our communities increased 11.6% year-to-date to $604 thousand per acre compared to $541 thousand per acre in the prior-year period.
–New home sales, a leading indicator of future land sales, continued to move higher, selling 2,163 year-to-date, a 6.1% increase compared to the prior-year period.
Strategic Developments
–We continued to experience strong condominium sales at Ward Village, evidenced by the 316 condominium units we contracted to sell during the quarter. Of these contracted units, 61 were at our three under construction towers during the quarter, an increase of 154.2% compared to the prior-year period.
–Our recent three towers—‘A’ali’i®, Kō'ula®, and Victoria Place—were 90.1% presold as of quarter end.
2
–Victoria Place, which began construction in February 2021, accounted for 16 of the units contracted during the quarter and was 98.0% pre-sold as of quarter end.
–In July, we launched pre-sales for our eighth tower, The Park Ward Village, and contracted 255 units during the third quarter. As of October 29, 2021, The Park Ward Village was already 64% pre-sold.
–Subsequent to quarter end, we completed construction at ‘A‘ali‘i and began welcoming residents in October 2021. We will recognize the proceeds from the units under contract during the fourth quarter of 2021. As of November 2, 2021, we closed on 495 units, totaling $332.1 million in net revenue.
Seaport
–The Seaport reported a $3.6 million loss in NOI in the quarter, a 19.4% improvement compared to the prior quarter, and improved 42.6% compared to a $6.2 million loss in the prior-year period.
–We launched the 2021 summer concert series on The Rooftop at Pier 17® and hosted 30 concerts, including The Fugees World Tour, selling 90% of available ticket inventory.
–The Pier 17 rooftop also hosted the second summer season of The Greens in addition to holding several other major events, including ESPN’s The ESPYS in July, welcoming over 100,000 guests, including the summer concert series, throughout the quarter.
–Restaurant activity throughout the Seaport continues to increase as a result of less-stringent mandates and marginal improvements in the labor constraints which resulted in our managed businesses segment recording a slight quarterly profit.
–Construction at the Tin Building remains on track to be substantially complete by the end of 2021 and is expected to have its grand opening in Spring 2022.
–We continued to advance our plans for the potential development at 250 Water Street, which presents a unique opportunity to transform this development site at the Seaport into a vibrant, mixed-use asset.
Financing Activity
–Closed on a $59.5 million construction loan for the development of Summerlin’s latest multi-family project, Tanager Echo and a $75.0 million construction loan for the development of Summerlin’s latest office project, 1700 Pavilion.
–Refinanced The Woodlands and Bridgeland Credit Facility into a new $275.0 million financing secured by Bridgeland’s MUD receivables and land.
–Subsequent to quarter end, we closed on a $250.0 million loan for 1201 Lake Robbins and repaid the $229.6 million ‘A’ali’i construction loan balance outstanding as of September 30, 2021, with proceeds from the closing of those units. Additionally, in October, we closed on an extension of the $27.2 million loan for The Outlet Collection at Riverwalk® that was set to mature October 2021.
Conference Call & Webcast Information
The Howard Hughes Corporation will host its investor conference call on Friday, November 5, 2021, at 9:00 a.m. Central Standard Time (10:00 a.m. Eastern Standard Time) to discuss third quarter 2021 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 9166884 as the passcode. A live audio webcast will also be available on the Company's website (www.howardhughes.com). In addition to dial-in options, institutional and retail shareholders can participate by going to app.saytechnologies.com/howardhughes. Shareholders can email hello@saytechnologies.com for any support inquiries.
3
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 summarized below are most useful in tracking our progress towards net asset value creation.
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||
| $ in thousands | 2021 | 2020 | Change | % Change | 2021 | 2020 | Change | % Change | ||||||||||||||||||||||||||||||||||||
| Operating Assets NOI | (1) | |||||||||||||||||||||||||||||||||||||||||||
| Office | $ | 79,929 | $ | 86,098 | $ | (6,169) | (7) | % | $ | 27,814 | $ | 23,857 | $ | 3,957 | 17 | % | ||||||||||||||||||||||||||||
| Retail | 42,932 | 30,021 | 12,911 | 43 | % | 16,130 | 6,932 | 9,198 | 133 | % | ||||||||||||||||||||||||||||||||||
| Multi-family | 22,353 | 12,286 | 10,067 | 82 | % | 9,208 | 3,924 | 5,284 | 135 | % | ||||||||||||||||||||||||||||||||||
| Other | 13,266 | 1,257 | 12,009 | 955 | % | 7,475 | 583 | 6,892 | 1,182 | % | ||||||||||||||||||||||||||||||||||
| Company's share NOI (a) | 5,783 | 10,112 | (4,329) | (43) | % | (47) | 2,315 | (2,362) | (102) | % | ||||||||||||||||||||||||||||||||||
| Total Operating Assets NOI | (b) | $ | 164,263 | $ | 139,774 | $ | 24,489 | 18 | % | $ | 60,580 | $ | 37,611 | $ | 22,969 | 61 | % | |||||||||||||||||||||||||||
| Projected stabilized NOI Operating Assets ($ in millions) | $ | 368.6 | $ | 362.3 | $ | 6.3 | 2 | % | ||||||||||||||||||||||||||||||||||||
| MPC | ||||||||||||||||||||||||||||||||||||||||||||
| Acres Sold - Residential | 232 | 218 | 14 | 6 | % | 84 | 70 | 14 | 20 | % | ||||||||||||||||||||||||||||||||||
| Acres Sold - Commercial | 27 | 17 | 11 | 66 | % | 2 | 1 | 1 | 220 | % | ||||||||||||||||||||||||||||||||||
| Price Per Acre - Residential | $ | 604 | $ | 541 | $ | 63 | 12 | % | $ | 580 | $ | 445 | $ | 135 | 30 | % | ||||||||||||||||||||||||||||
| Price Per Acre - Commercial | $ | 370 | $ | 131 | $ | 239 | 182 | % | $ | 1,683 | $ | 138 | $ | 1,545 | 1,120 | % | ||||||||||||||||||||||||||||
| MPC EBT | (1) | $ | 187,306 | $ | 122,929 | $ | 64,377 | 52 | % | $ | 54,120 | $ | 36,621 | $ | 17,499 | 48 | % | |||||||||||||||||||||||||||
| Seaport NOI | (1) | |||||||||||||||||||||||||||||||||||||||||||
| Landlord Operations - Historic District & Pier 17 | $ | (11,226) | $ | (5,494) | $ | (5,732) | (104) | % | $ | (4,152) | $ | (2,022) | $ | (2,130) | (105) | % | ||||||||||||||||||||||||||||
| Multi-family | 84 | 260 | (176) | (68) | % | (52) | 46 | (98) | (213) | % | ||||||||||||||||||||||||||||||||||
| Hospitality | — | (12) | 12 | 100 | % | — | — | — | 100% | |||||||||||||||||||||||||||||||||||
| Managed Businesses - Historic District & Pier 17 | 7 | (4,993) | 5,000 | 100 | % | 923 | (1,657) | 2,580 | 156 | % | ||||||||||||||||||||||||||||||||||
| Events, Sponsorships & Catering Business | (909) | (3,190) | 2,281 | 72 | % | (244) | (2,466) | 2,222 | 90 | % | ||||||||||||||||||||||||||||||||||
| Company's share NOI (a) | (320) | (787) | 467 | 59 | % | (38) | (106) | 68 | 64 | % | ||||||||||||||||||||||||||||||||||
| Total Seaport NOI | $ | (12,364) | $ | (14,216) | $ | 1,852 | 13 | % | $ | (3,563) | $ | (6,205) | $ | 2,642 | (43) | % | ||||||||||||||||||||||||||||
| Strategic Developments | ||||||||||||||||||||||||||||||||||||||||||||
| Condominium units contracted to sell (c) | 152 | 276 | (124) | (45) | % | 61 | 24 | 37 | 154 | % | ||||||||||||||||||||||||||||||||||
(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 September 30, 2021. Prior period activity excludes two purchaser defaults at Kō'ula in the second quarter of 2020. Additionally, as construction at Victoria Place began in February 2021, units under contract for the three and nine months ended September 30, 2020, were adjusted to include units contracted at Victoria Place, which were previously excluded from this metric as construction had not yet commenced. This adjustment includes 13 units for the three months ended September 30, 2020, and 249 units for the nine months ended September 30, 2020.
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.
4
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 in New York City; Downtown Columbia®, Maryland; The Woodlands®, The Woodlands Hills®, and Bridgeland® in the Greater Houston, Texas area; Summerlin®, Las Vegas; Ward Village® in Honolulu, Hawai‘i; and Douglas Ranch in Phoenix. 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 third quarter earnings call. Say verifies all shareholder positions and provides permission to participate on the November 5, 2021 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.
Safe Harbor Statement
Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts, including, among others, statements regarding the Company’s future financial position, results or performance, are forward-looking statements. Those statements include statements regarding the intent, belief, or current expectations of the Company, members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “will,” “would,” and other statements of similar expression. Forward-looking statements are not a guaranty of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond the Company’s abilities to control or predict. Some of the risks, uncertainties and other important factors that may affect future results or cause actual results to differ materially from those expressed or implied by forward-looking statements include: (i) the impact of the COVID-19 pandemic on the Company’s business, tenants and the economy in general, including the measures taken by governmental authorities to address it; (ii) general adverse economic and local real estate conditions; (iii) potential changes in the financial markets and interest rates; (iv) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; (v) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms, if at all; (vi) ability to compete effectively, including the potential impact of heightened competition for tenants and potential decreases in occupancy at our properties; (vii) ability to successfully dispose of non-core assets on favorable terms, if at all; (viii) ability to successfully identify, acquire, develop and/or manage properties on favorable terms and in accordance with applicable zoning and permitting laws; (ix) changes in governmental laws and regulations; (x) increases in operating costs, including construction cost increases as the result of trade disputes and tariffs on goods imported in the United States; (xi) lack of control over certain of the Company’s properties due to the joint ownership of such property; (xii) impairment charges; (xiii) the effects of geopolitical instability and risks such as terrorist attacks and trade wars; (xiv) the effects of natural disasters, including floods, droughts, wind, tornadoes and hurricanes; (xv) the inherent risks related to disruption of information technology networks and related systems, including cyber security attacks; and (xvi) the ability to attract and retain key employees. The Company refers you to the section entitled “Risk Factors” contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's filings with the Securities and Exchange Commission. Copies of each filing may be obtained from the Company or the Securities and Exchange Commission. The risks included here are not exhaustive and undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to the Company, its management, or persons acting on their behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law.
5
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.
Media Contact
The Howard Hughes Corporation
Cristina Carlson, 646-822-6910
Senior Vice President, Head of Corporate Communications
cristina.carlson@howardhughes.com
Investor Relations
The Howard Hughes Corporation
John Saxon, 281-929-7808
Investor Relations Associate
john.saxon@howardhughes.com
Correne S. Loeffler, 281-939-7787
Chief Financial Officer
correne.loeffler@howardhughes.com
6
THE HOWARD HUGHES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| thousands except per share amounts | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| REVENUES | |||||||||||||||||||||||
| Condominium rights and unit sales | $ | 50,191 | $ | 185 | $ | 163 | $ | 142 | |||||||||||||||
| Master Planned Communities land sales | 152,124 | 136,053 | 56,305 | 39,248 | |||||||||||||||||||
| Rental revenue | 269,590 | 241,522 | 95,215 | 70,072 | |||||||||||||||||||
| Other land, rental and property revenues | 120,982 | 82,092 | 56,350 | 35,748 | |||||||||||||||||||
| Builder price participation | 29,338 | 25,936 | 11,155 | 9,230 | |||||||||||||||||||
| Total revenues | 622,225 | 485,788 | 219,188 | 154,440 | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Condominium rights and unit cost of sales | 68,485 | 105,336 | 82 | 1,087 | |||||||||||||||||||
| Master Planned Communities cost of sales | 63,928 | 58,560 | 23,419 | 15,899 | |||||||||||||||||||
| Operating costs | 219,866 | 168,763 | 90,025 | 58,272 | |||||||||||||||||||
| Rental property real estate taxes | 42,519 | 44,225 | 14,812 | 15,448 | |||||||||||||||||||
| Provision for (recovery of) doubtful accounts | (1,944) | 4,954 | 154 | 1,387 | |||||||||||||||||||
| Demolition costs | 192 | — | 43 | — | |||||||||||||||||||
| Development-related marketing costs | 8,061 | 6,541 | 4,020 | 1,912 | |||||||||||||||||||
| General and administrative | 61,133 | 84,755 | 19,033 | 23,441 | |||||||||||||||||||
| Depreciation and amortization | 155,395 | 160,995 | 56,299 | 52,395 | |||||||||||||||||||
| Total expenses | 617,635 | 634,129 | 207,887 | 169,841 | |||||||||||||||||||
| OTHER | |||||||||||||||||||||||
| Provision for impairment | (13,068) | (48,738) | — | — | |||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 60,474 | 46,232 | 39,141 | 108 | |||||||||||||||||||
| Other income (loss), net | (12,278) | (793) | (1,307) | 1,284 | |||||||||||||||||||
| Total other | 35,128 | (3,299) | 37,834 | 1,392 | |||||||||||||||||||
| Operating income (loss) | 39,718 | (151,640) | 49,135 | (14,009) | |||||||||||||||||||
| Interest income | 84 | 1,908 | 12 | 358 | |||||||||||||||||||
| Interest expense | (97,205) | (98,717) | (31,556) | (31,872) | |||||||||||||||||||
| Gain (loss) on extinguishment of debt | (37,543) | (13,166) | (1,577) | (13,166) | |||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | 15,815 | 269,635 | (7,848) | 266,838 | |||||||||||||||||||
| Income (loss) before income taxes | (79,131) | 8,020 | 8,166 | 208,149 | |||||||||||||||||||
| Income tax expense (benefit) | (16,706) | 3,203 | 6,049 | 44,147 | |||||||||||||||||||
| Net income (loss) | (62,425) | 4,817 | 2,117 | 164,002 | |||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | 4,725 | (24,325) | 1,936 | (24,292) | |||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (57,700) | $ | (19,508) | $ | 4,053 | $ | 139,710 | |||||||||||||||
| Basic income (loss) per share | $ | (1.04) | $ | (0.38) | $ | 0.07 | $ | 2.52 | |||||||||||||||
| Diluted income (loss) per share | $ | (1.04) | $ | (0.38) | $ | 0.07 | $ | 2.51 | |||||||||||||||
7
THE HOWARD HUGHES CORPORATION
CONSOLIDATED BALANCE SHEETS
UNAUDITED
| thousands except par values and share amounts | September 30, 2021 | December 31, 2020 | |||||||||
| ASSETS | |||||||||||
| Investment in real estate: | |||||||||||
| Master Planned Communities assets | $ | 1,790,022 | $ | 1,687,519 | |||||||
| Buildings and equipment | 3,958,941 | 4,115,493 | |||||||||
| Less: accumulated depreciation | (703,691) | (634,064) | |||||||||
| Land | 348,057 | 363,447 | |||||||||
| Developments | 1,472,028 | 1,152,674 | |||||||||
| Net property and equipment | 6,865,357 | 6,685,069 | |||||||||
| Investment in real estate and other affiliates | 281,843 | 377,145 | |||||||||
| Net investment in real estate | 7,147,200 | 7,062,214 | |||||||||
| Net investment in lease receivable | 2,915 | 2,926 | |||||||||
| Cash and cash equivalents | 1,010,619 | 1,014,686 | |||||||||
| Restricted cash | 437,950 | 228,311 | |||||||||
| Accounts receivable, net | 81,935 | 66,726 | |||||||||
| Municipal Utility District receivables, net | 383,696 | 314,394 | |||||||||
| Notes receivable, net | 5,536 | 622 | |||||||||
| Deferred expenses, net | 117,372 | 112,097 | |||||||||
| Operating lease right-of-use assets, net | 53,593 | 56,255 | |||||||||
| Prepaid expenses and other assets, net | 274,097 | 282,101 | |||||||||
| Total assets | $ | 9,514,913 | $ | 9,140,332 | |||||||
| LIABILITIES | |||||||||||
| Mortgages, notes and loans payable, net | $ | 4,423,635 | $ | 4,287,369 | |||||||
| Operating lease obligations | 67,564 | 68,929 | |||||||||
| Deferred tax liabilities | 173,969 | 187,639 | |||||||||
| Accounts payable and accrued expenses | 1,141,761 | 852,258 | |||||||||
| Total liabilities | 5,806,929 | 5,396,195 | |||||||||
| Redeemable noncontrolling interest | 25,400 | 29,114 | |||||||||
| EQUITY | |||||||||||
| Preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued | — | — | |||||||||
| Common stock: $0.01 par value; 150,000,000 shares authorized, 56,196,818 issued and 55,124,486 outstanding as of September 30, 2021, 56,042,814 shares issued and 54,972,256 outstanding as of December 31, 2020 | 563 | 562 | |||||||||
| Additional paid-in capital | 3,957,814 | 3,947,278 | |||||||||
| Accumulated deficit | (130,256) | (72,556) | |||||||||
| Accumulated other comprehensive loss | (23,275) | (38,590) | |||||||||
| Treasury stock, at cost, 1,072,332 shares as of September 30, 2021, and 1,070,558 shares as of December 31, 2020 | (122,253) | (122,091) | |||||||||
| Total stockholders' equity | 3,682,593 | 3,714,603 | |||||||||
| Noncontrolling interests | (9) | 420 | |||||||||
| Total equity | 3,682,584 | 3,715,023 | |||||||||
| Total liabilities and equity | $ | 9,514,913 | $ | 9,140,332 | |||||||
8
Appendix – Reconciliation of Non-GAAP Measures
For the Three and Nine Months Ended September 30, 2021 and 2020
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 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 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.
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| thousands | 2021 | 2020 | $ Change | 2021 | 2020 | $ Change | |||||||||||||||||||||||||||||
| Operating Assets Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues (a) | $ | 334,933 | $ | 280,201 | $ | 54,732 | $ | 125,072 | $ | 81,667 | $ | 43,405 | |||||||||||||||||||||||
| Total operating expenses (a) | (161,516) | (142,052) | (19,464) | (61,091) | (47,590) | (13,501) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | 173,417 | 138,149 | 35,268 | 63,981 | 34,077 | 29,904 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (123,850) | (115,479) | (8,371) | (44,224) | (41,395) | (2,829) | |||||||||||||||||||||||||||||
| Interest income (expense), net | (55,179) | (70,341) | 15,162 | (18,027) | (21,045) | 3,018 | |||||||||||||||||||||||||||||
| Other income (loss), net | (10,539) | 150 | (10,689) | (285) | (17) | (268) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | (36,931) | 5,831 | (42,762) | (15,108) | 962 | (16,070) | |||||||||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 39,141 | 38,232 | 909 | 39,141 | 108 | 39,033 | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | (1,455) | (1,521) | 66 | (573) | (1,521) | 948 | |||||||||||||||||||||||||||||
| Provision for impairment | — | (48,738) | 48,738 | — | — | — | |||||||||||||||||||||||||||||
| Operating Assets segment EBT | (15,396) | (53,717) | 38,321 | 24,905 | (28,831) | 53,736 | |||||||||||||||||||||||||||||
| Master Planned Communities Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | 194,926 | 171,517 | 23,409 | 72,061 | 52,158 | 19,903 | |||||||||||||||||||||||||||||
| Total operating expenses | (92,646) | (78,751) | (13,895) | (35,474) | (23,059) | (12,415) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | 102,280 | 92,766 | 9,514 | 36,587 | 29,099 | 7,488 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (272) | (273) | 1 | (102) | (91) | (11) | |||||||||||||||||||||||||||||
| Interest income (expense), net | 31,734 | 26,033 | 5,701 | 10,362 | 9,176 | 1,186 | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | 54,568 | 4,403 | 50,165 | 8,277 | (1,563) | 9,840 | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | (1,004) | — | (1,004) | (1,004) | — | (1,004) | |||||||||||||||||||||||||||||
| MPC segment EBT | 187,306 | 122,929 | 64,377 | 54,120 | 36,621 | 17,499 | |||||||||||||||||||||||||||||
Seaport Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | 39,494 | 16,170 | 23,324 | 21,143 | 4,204 | 16,939 | |||||||||||||||||||||||||||||
| Total operating expenses | (53,721) | (34,297) | (19,424) | (25,219) | (11,522) | (13,697) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | (14,227) | (18,127) | 3,900 | (4,076) | (7,318) | 3,242 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (22,926) | (34,825) | 11,899 | (9,087) | (7,174) | (1,913) | |||||||||||||||||||||||||||||
| Interest income (expense), net | 666 | (12,490) | 13,156 | 377 | (2,811) | 3,188 | |||||||||||||||||||||||||||||
| Other income (loss), net | (2,088) | (2,187) | 99 | (1,134) | 1,590 | (2,724) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | (1,697) | (8,964) | 7,267 | (1,009) | (288) | (721) | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | — | (11,645) | 11,645 | — | (11,645) | 11,645 | |||||||||||||||||||||||||||||
| Seaport segment EBT | (40,272) | (88,238) | 47,966 | (14,929) | (27,646) | 12,717 | |||||||||||||||||||||||||||||
9
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| thousands | 2021 | 2020 | $ Change | 2021 | 2020 | $ Change | |||||||||||||||||||||||||||||
| Strategic Developments Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | 52,575 | 17,749 | 34,826 | 809 | 16,365 | (15,556) | |||||||||||||||||||||||||||||
| Total operating expenses | (84,971) | (126,738) | 41,767 | (6,708) | (9,922) | 3,214 | |||||||||||||||||||||||||||||
| Segment operating income (loss) | (32,396) | (108,989) | 76,593 | (5,899) | 6,443 | (12,342) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (4,936) | (5,054) | 118 | (1,741) | (1,643) | (98) | |||||||||||||||||||||||||||||
| Interest income (expense), net | 2,610 | 4,909 | (2,299) | 850 | 1,921 | (1,071) | |||||||||||||||||||||||||||||
| Other income (loss), net | 19 | 1,427 | (1,408) | 5 | 134 | (129) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | (125) | 268,365 | (268,490) | (8) | 267,727 | (267,735) | |||||||||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 21,333 | 8,000 | 13,333 | — | — | — | |||||||||||||||||||||||||||||
| Provision for impairment | (13,068) | — | (13,068) | — | — | — | |||||||||||||||||||||||||||||
| Strategic Developments segment EBT | (26,563) | 168,658 | (195,221) | (6,793) | 274,582 | (281,375) | |||||||||||||||||||||||||||||
| Consolidated Segment EBT | |||||||||||||||||||||||||||||||||||
| Total revenues | 621,928 | 485,637 | 136,291 | 219,085 | 154,394 | 64,691 | |||||||||||||||||||||||||||||
| Total operating expenses | (392,854) | (381,838) | (11,016) | (128,492) | (92,093) | (36,399) | |||||||||||||||||||||||||||||
| Segment operating income (loss) | 229,074 | 103,799 | 125,275 | 90,593 | 62,301 | 28,292 | |||||||||||||||||||||||||||||
| Depreciation and amortization | (151,984) | (155,631) | 3,647 | (55,154) | (50,303) | (4,851) | |||||||||||||||||||||||||||||
| Interest income (expense), net | (20,169) | (51,889) | 31,720 | (6,438) | (12,759) | 6,321 | |||||||||||||||||||||||||||||
| Other income (loss), net | (12,608) | (610) | (11,998) | (1,414) | 1,707 | (3,121) | |||||||||||||||||||||||||||||
| Equity in earnings (losses) from real estate and other affiliates | 15,815 | 269,635 | (253,820) | (7,848) | 266,838 | (274,686) | |||||||||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 60,474 | 46,232 | 14,242 | 39,141 | 108 | 39,033 | |||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | (2,459) | (13,166) | 10,707 | (1,577) | (13,166) | 11,589 | |||||||||||||||||||||||||||||
| Provision for impairment | (13,068) | (48,738) | 35,670 | — | — | — | |||||||||||||||||||||||||||||
| Consolidated segment EBT | 105,075 | 149,632 | (44,557) | 57,303 | 254,726 | (197,423) | |||||||||||||||||||||||||||||
| Corporate income, expenses and other items | (167,500) | (144,815) | (22,685) | (55,186) | (90,724) | 35,538 | |||||||||||||||||||||||||||||
| Net income (loss) | (62,425) | 4,817 | (67,242) | 2,117 | 164,002 | (161,885) | |||||||||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | 4,725 | (24,325) | 29,050 | 1,936 | (24,292) | 26,228 | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (57,700) | $ | (19,508) | $ | (38,192) | $ | 4,053 | $ | 139,710 | $ | (135,657) | |||||||||||||||||||||||
(a)Total revenues includes hospitality revenues of $35.6 million for the nine months ended September 30, 2021, $27.9 million for the nine months ended September 30, 2020, $14.0 million for the three months ended September 30, 2021, and $8.1 million for the three months ended September 30, 2020. Total operating expenses includes hospitality operating costs of $30.5 million for the nine months ended September 30, 2021, $24.8 million for the nine months ended September 30, 2020, $11.7 million for the three months ended September 30, 2021, and $7.6 million for the three months ended September 30, 2020. In September 2021, the Company completed the sale of its three hospitality properties.
10
NOI
We believe that NOI is a useful supplemental measure of the performance of our Operating Assets and Seaport 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 income (loss); 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 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 has been presented in the tables below.
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| thousands | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Operating Assets segment EBT (a) | $ | (15,396) | $ | (53,717) | $ | 24,905 | $ | (28,831) | |||||||||||||||
| Add back: | |||||||||||||||||||||||
| Depreciation and amortization | 123,850 | 115,479 | 44,224 | 41,395 | |||||||||||||||||||
| Interest (income) expense, net | 55,179 | 70,341 | 18,027 | 21,045 | |||||||||||||||||||
| Equity in (earnings) losses from real estate and other affiliates | 36,931 | (5,831) | 15,108 | (962) | |||||||||||||||||||
| (Gain) loss on sale or disposal of real estate and other assets, net | (39,141) | (38,232) | (39,141) | (108) | |||||||||||||||||||
| (Gain) loss on extinguishment of debt | 1,455 | 1,521 | 573 | 1,521 | |||||||||||||||||||
| Provision for impairment | — | 48,738 | — | — | |||||||||||||||||||
| Impact of straight-line rent | (10,030) | (4,585) | (936) | 1,766 | |||||||||||||||||||
| Other | 10,454 | 123 | 215 | 69 | |||||||||||||||||||
| Operating Assets NOI - Consolidated | 163,302 | 133,837 | 62,975 | 35,895 | |||||||||||||||||||
| Redevelopments | |||||||||||||||||||||||
| 110 North Wacker (b) | — | — | — | (11) | |||||||||||||||||||
| Operating Asset Redevelopments NOI | — | — | — | (11) | |||||||||||||||||||
| Dispositions | |||||||||||||||||||||||
| Hospitality Properties | (4,922) | (3,163) | (2,348) | (626) | |||||||||||||||||||
| 100 Fellowship Drive | — | (1,012) | — | 38 | |||||||||||||||||||
| Elk Grove | 100 | — | — | — | |||||||||||||||||||
| Operating Asset Dispositions NOI | (4,822) | (4,175) | (2,348) | (588) | |||||||||||||||||||
| Consolidated Operating Assets NOI excluding properties sold or in redevelopment | 158,480 | 129,662 | 60,627 | 35,296 | |||||||||||||||||||
| Company's Share NOI - Equity Investees (b) | 2,028 | 6,388 | (47) | 2,315 | |||||||||||||||||||
| Distributions from Summerlin Hospital Investment | 3,755 | 3,724 | — | — | |||||||||||||||||||
| Total Operating Assets NOI | $ | 164,263 | $ | 139,774 | $ | 60,580 | $ | 37,611 | |||||||||||||||
(a)Segment EBT excludes corporate expenses and other items that are not allocable to the segments.
(b)During the third quarter of 2020, 110 North Wacker was completed and placed in service, resulting in the deconsolidation of 110 North Wacker and subsequent treatment as an equity method investment. The Company's share of NOI related to 110 North Wacker is calculated using our stated ownership of 23% and does not include the impact of the partnership distribution waterfall.
11
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| thousands | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Seaport segment EBT (a) | $ | (40,272) | $ | (88,238) | $ | (14,929) | $ | (27,646) | |||||||||||||||
| Add back: | |||||||||||||||||||||||
| Depreciation and amortization | 22,926 | 34,825 | 9,087 | 7,174 | |||||||||||||||||||
| Interest (income) expense, net | (666) | 12,490 | (377) | 2,811 | |||||||||||||||||||
| Equity in (earnings) losses from real estate and other affiliates | 1,697 | 8,964 | 1,009 | 288 | |||||||||||||||||||
| (Gain) loss on extinguishment of debt | — | 11,645 | — | 11,645 | |||||||||||||||||||
| Impact of straight-line rent | 1,265 | 2,360 | 398 | 1,027 | |||||||||||||||||||
| Other (income) loss, net (b) | 3,006 | 4,525 | 1,287 | (1,398) | |||||||||||||||||||
| Seaport NOI - Consolidated | (12,044) | (13,429) | (3,525) | (6,099) | |||||||||||||||||||
| Company's Share NOI - Equity Investees | (320) | (787) | (38) | (106) | |||||||||||||||||||
| Total Seaport NOI | $ | (12,364) | $ | (14,216) | $ | (3,563) | $ | (6,205) | |||||||||||||||
(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 in the first quarter of 2020.
12
The Howard Hughes Corporation, 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX 77380 HowardHughes.com 281.719.6100 Supplemental Information Three Months Ended September 30, 2021 NYSE: HHC Seaport New York, NY Exhibit 99.2 The Woodlands Towers at the Waterway The Woodlands, TX 6100 Merriweather Columbia, MD
HowardHughes.com 281.719.6100 2 Cautionary StatementsCautionary 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, 2020, as filed with the Securities and Exchange Commission (SEC) on February 25, 2021. 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 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 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 281.719.6100 3 Table of Contents Table of Contents FINANCIAL OVERVIEW OPERATING PORTFOLIO PERFORMANCE OTHER PORTFOLIO METRICS Company Profile 4 NOI by Region 11 Ward Village - Sold Out Condominiums 18 Financial Summary 6 Stabilized Properties 13 Ward Village - Condominiums Remaining to be Sold 19 Balance Sheets 8 Unstabilized Properties 15 Summary of Remaining Development Costs 20 Statements of Operations 9 Under Construction Properties 16 Portfolio Key Metrics 21 Income Reconciliations 10 Seaport Operating Performance 17 MPC Portfolio 22 MPC Land 23 Lease Expirations 24 Acquisitions / Dispositions 25 Other/Non-core Assets 26 Debt Summary 27 Property-Level Debt 28 Ground Leases 30 Impact of COVID-19 31 Definitions 32 Reconciliations of Non-GAAP Measures 33
HowardHughes.com 281.719.6100 4 ‘A‘ali‘i 26% Kō'ula 48% Victoria Place 26% Bridgeland 17% Summerlin 83% Recent Company Highlights HOUSTON, July 13, 2021 (PRNewswire) -- Two award-winning master planned communities (MPCs) of The Howard Hughes Corporation (HHC)—Summerlin in Las Vegas, NV, and Bridgeland in the Greater Houston, TX area—marked the first half of 2021 by ranking among the country's best-selling MPCs, according to a mid-year report released by national real estate consultant RCLCO, with Summerlin ranking #3 on the list and the top-selling MPC in Nevada. THE WOODLANDS, Texas, September 16, 2021 (PRNewswire) -- A joint venture between Lowe and an institutional investor announced its acquisition from The Howard Hughes Corporation (HHC) of three hospitality assets located in The Woodlands, a 28,500-acre award-winning master planned community in the greater Houston area. The Woodlands Resort; The Westin at The Woodlands; and Embassy Suites by Hilton, The Woodlands at Hughes Landing were purchased for $252 million. PHOENIX, October 19, 2021 (PRNewswire) -- The Howard Hughes Corporation (HHC) and Jerry Colangelo announced the launch of Douglas Ranch, a new large-scale master planned community (MPC) in Phoenix's West Valley. Encompassing nearly 37,000 acres in the nation's fastest-growing metro region, Douglas Ranch is anticipated to become one of the leading MPCs in the country, with 100,000 homes, 300,000 residents and 55 million square feet of commercial development. Residential lot sales at Douglas Ranch are scheduled to begin in the first half of 2022. The MPC was acquired by Howard Hughes from JDM Partners, led by Colangelo, David Eaton and Mel Shultz, and El Dorado Holdings, led by Mike Ingram; both companies will remain as joint venture partners with HHC on Trillium, the 3,000-acre first village of Douglas Ranch, located in the city of Buckeye, Arizona. Company Overview - Q3 2021 Exchange / Ticker NYSE: HHC Share Price - September 30, 2021 $ 87.81 Diluted Earnings / Share $ 0.07 FFO / Diluted Share $ 0.51 Core FFO / Diluted Share $ 0.81 AFFO / Diluted Share $ 0.76 Company Profile - Summary & Results Operating Portfolio by Region Company Profile - Summary & Results Q3 '21 MPC EBT $54.1M Q3 '21 Condo sales 61 units Q3 2021 MPC EBT Q3 2021 Units Contracted at Under Construction Condos Bridgeland $ 9.2 ‘A‘ali‘i 16 Columbia (0.2) Kō'ula 29 Summerlin 45.6 Victoria Place 16 Woodlands/Woodlands Hills (0.5) Total 61 Total $ 54.1 Q3 2021 MPC & Condominium Results $ in millions
HowardHughes.com 281.719.6100 5 Office 28% Multi-family 66% Retail 6% Office 68% Multi-family 26% Retail 6% Office 49% Multi-family 23% Retail 21% Other 7% Office 47% Multi-family 18% Retail 26% Other 9% Office 72% Multi-family 23% Retail 5% Currently Under Construction Currently Unstabilized Currently Stabilized Total $ in millions $ in millions $ in millions $ in millions Company Profile - Summary & Results (cont'd)Company Profile - Summary & Results (con't) Projected Stabilized NOI $57.3M Projected Stabilized NOI $281.4M Q3 '21 Under Construction NOI $0.0M Projected Stabilized NOI $368.6M Office 47% Multi-family 15% Retail 25% Other 13% Office 41% Multi-family 18% Retail 27% Other 14% Path to Projected Annual Stabilized NOI charts exclude Seaport NOI, units, and square footage until we have greater clarity with respect to the performance of our tenants. See page 17 for Seaport NOI and other project information. See page 32 for definitions of Under Construction, Unstabilized,Stabilized and Net Operating Income (NOI). Q3 '21 Stabilized NOI $62.5M Q3 '21 Unstabilized NOI $(1.9)M Q3 '21 Total NOI $60.6M Projected Stabilized NOI $29.9M Retail & Office S.F. 347,768 Retail & Office S.F. 2,501,395 Retail & Office S.F. 7,993,320 Retail & Office S.F. 10,842,483 Multi-family Units 1,124 Multi-family Units 746 Multi-family Units 3,454 Multi-family Units 5,324 Other S.F. / Units — / — Other S.F. / Units — / — Other S.F. / Units 135,801 / 1,359 Other S.F. / Units 135,801 / 1,359 Projected Stabilized NOI $ 29.9 Projected Stabilized NOI $ 57.3 Projected Stabilized NOI $ 281.4 Projected Stabilized NOI $ 368.6 Q3 2021 Path to Projected Annual Stabilized NOI Currently Under Construction Currently Unstabilized Currently Stabilized Total $ in millions $ in millions $ in millions $ in millions Q3 2021 Operating Results by Property Type
HowardHughes.com 281.719.6100 6 $ in thousands except share price and billions Q3 2021 Q2 2021 Q1 2021 Q4 2020 Q3 2020 YTD Q3 2021 YTD Q3 2020 Company Profile Share price (a) $ 87.81 $ 97.46 $ 95.13 $ 78.93 $ 57.60 $ 87.81 $ 57.60 Market Capitalization (b) $4.8b $5.4b $5.2b $4.3b $3.2b $4.8b $3.2b Enterprise Value (c) $8.3b $8.8b $8.7b $7.6b $6.5b $8.3b $6.5b Weighted avg. shares - basic 55,727 55,704 55,678 55,571 55,542 55,703 51,493 Weighted avg. shares - diluted 55,756 55,757 55,678 55,571 55,585 55,703 51,493 Total diluted share equivalents outstanding (a) 55,126 55,130 55,119 54,999 54,922 55,126 54,922 Debt Summary Total debt payable (d) $ 4,468,713 $ 4,494,183 $ 4,439,522 $ 4,320,166 $ 4,253,595 $ 4,468,713 $ 4,253,595 Fixed-rate debt $ 2,795,832 $ 2,726,121 $ 2,672,304 $ 2,374,822 $ 2,387,189 $ 2,795,832 $ 2,387,189 Weighted avg. rate - fixed 4.49 % 4.51 % 4.54 % 5.07 % 5.12 % 4.49 % 5.12 % Variable-rate debt, excluding condominium financing $ 1,298,358 $ 1,444,733 $ 1,467,039 $ 1,725,461 $ 1,686,979 $ 1,298,358 $ 1,686,979 Weighted avg. rate - variable 3.95 % 3.54 % 3.54 % 3.41 % 3.52 % 3.95 % 3.52 % Condominium debt outstanding at end of period $ 374,523 $ 323,328 $ 300,179 $ 219,883 $ 179,427 $ 374,523 $ 179,427 Weighted avg. rate - condominium financing 3.99 % 4.06 % 4.04 % 3.82 % 3.21 % 3.99 % 3.21 % Leverage ratio (debt to enterprise value) 53.60 % 50.79 % 50.73 % 56.31 % 64.66 % 53.60 % 64.62 % Financial SummaryFinancial Summary (a) Presented as of period end date. (b) Market capitalization = Closing share price as of the last trading day of the respective period times total diluted share equivalents outstanding as of the date presented. (c) Enterprise Value = Market capitalization + book value of debt + noncontrolling interest - cash and equivalents. (d) Represents total mortgages, notes and loans payable, as stated in our GAAP financial statements as of the respective date, excluding unamortized deferred financing costs and bond issuance costs.
HowardHughes.com 281.719.6100 7 Financial SummaryFinancial Summary (con't) (a) Operating Assets NOI excludes properties sold or in redevelopment and includes 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) Seaport NOI excludes properties sold or in redevelopment and includes the Company's share of equity method investments NOI. (e) Excludes a $97.9 million charge for the estimated costs related to construction defects at the Waiea tower in the first quarter of 2020 and excludes an additional $20.5 million charge related to the same construction defects in the first quarter of 2021. The Company expects to recover all the repair costs from the general contractor, other responsible parties and insurance proceeds. (f) As a result of significantly lower available inventory, we closed on 5 condos during the first quarter of 2021, 1 condo during the second quarter of 2021, and no condominium units during 2020. However, as highlighted on pages 18 and 19 of this presentation, overall progress at our condominium projects remains extremely strong. $ in thousands Q3 2021 Q2 2021 Q1 2021 Q4 2020 Q3 2020 YTD Q3 2021 YTD Q3 2020 Earnings Profile Operating Assets Segment Income Revenues $ 110,108 $ 95,455 $ 83,985 $ 80,571 $ 75,280 $ 289,548 $ 246,315 Expenses (49,481) (41,988) (39,599) (34,585) (39,984) (131,068) (116,653) Company's Share NOI - Equity investees (47) 1,690 4,140 1,362 2,315 5,783 10,112 Operating Assets NOI (a) $ 60,580 $ 55,157 $ 48,526 $ 47,348 $ 37,611 $ 164,263 $ 139,774 Avg. NOI margin 55% 58% 58% 59% 50% 57% 57% MPC Segment Earnings Total revenues $ 72,061 $ 74,578 $ 48,287 $ 112,436 $ 52,158 $ 194,926 $ 171,517 Total expenses (b) (35,576) (34,003) (23,339) (49,938) (23,150) (92,918) (79,024) Interest (expense) income, net (c) 10,362 10,615 10,757 10,554 9,176 31,734 26,033 Equity in earnings in real estate and other affiliates 8,277 18,641 27,650 13,442 (1,563) 54,568 4,403 Gain (loss) on extinguishment of debt (1,004) — — — — (1,004) — MPC Segment EBT (c) $ 54,120 $ 69,831 $ 63,355 $ 86,494 $ 36,621 $ 187,306 $ 122,929 Seaport Segment Income Revenues $ 20,224 $ 10,202 $ 6,897 $ 6,969 $ 4,214 $ 37,323 $ 15,603 Expenses (23,749) (14,477) (11,141) (10,014) (10,313) (49,367) (29,032) Company's share NOI - equity investees (38) (147) (135) (124) (106) (320) (787) Seaport NOI (d) $ (3,563) $ (4,422) $ (4,379) $ (3,169) $ (6,205) $ (12,364) $ (14,216) Avg. NOI margin (18%) (43%) (63%) (45%) (147%) (33%) (91%) Condo Gross Profit Condominium rights and unit sales $ 163 $ 12,861 $ 37,167 $ 958 $ 142 $ 50,191 $ 185 Adjusted condominium rights and unit cost of sales (e) (82) (13,435) (34,472) (2,893) (1,087) (47,989) (7,396) Condo adjusted gross profit (f) $ 81 $ (574) $ 2,695 $ (1,935) $ (945) $ 2,202 $ (7,211)
HowardHughes.com 281.719.6100 8 thousands except par values and share amounts September 30, 2021 December 31, 2020 ASSETS Unaudited Unaudited Investment in real estate: Master Planned Communities assets $ 1,790,022 $ 1,687,519 Buildings and equipment 3,958,941 4,115,493 Less: accumulated depreciation (703,691) (634,064) Land 348,057 363,447 Developments 1,472,028 1,152,674 Net property and equipment 6,865,357 6,685,069 Investment in real estate and other affiliates 281,843 377,145 Net investment in real estate 7,147,200 7,062,214 Net investment in lease receivable 2,915 2,926 Cash and cash equivalents 1,010,619 1,014,686 Restricted cash 437,950 228,311 Accounts receivable, net 81,935 66,726 Municipal Utility District receivables, net 383,696 314,394 Notes receivable, net 5,536 622 Deferred expenses, net 117,372 112,097 Operating lease right-of-use assets, net 53,593 56,255 Prepaid expenses and other assets, net 274,097 282,101 Total assets $ 9,514,913 $ 9,140,332 LIABILITIES Mortgages, notes and loans payable, net $ 4,423,635 $ 4,287,369 Operating lease obligations 67,564 68,929 Deferred tax liabilities 173,969 187,639 Accounts payable and accrued expenses 1,141,761 852,258 Total liabilities 5,806,929 5,396,195 Redeemable noncontrolling interest 25,400 29,114 EQUITY Preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued — — Common stock: $0.01 par value; 150,000,000 shares authorized, 56,196,818 issued and 55,124,486 outstanding as of September 30, 2021, 56,042,814 shares issued and 54,972,256 outstanding as of December 31, 2020 563 562 Additional paid-in capital 3,957,814 3,947,278 Accumulated deficit (130,256) (72,556) Accumulated other comprehensive loss (23,275) (38,590) Treasury stock, at cost, 1,072,332 shares as of September 30, 2021, and 1,070,558 shares as of December 31, 2020 (122,253) (122,091) Total stockholders' equity 3,682,593 3,714,603 Noncontrolling interests (9) 420 Total equity 3,682,584 3,715,023 Total liabilities and equity $ 9,514,913 $ 9,140,332 Share Count Details (thousands) Shares outstanding at end of period (including restricted stock) 55,124 54,972 Dilutive effect of stock options (a) 2 27 Total diluted share equivalents outstanding 55,126 54,999 Balance Sheets (a) Stock options assume net share settlement calculated for the period presented.
HowardHughes.com 281.719.6100 9 Comparative Statements of Operations: Total PortfolioStatements of Operations thousands except per share amounts Q3 2021 Q3 2020 YTD Q3 2021 YTD Q3 2020 REVENUES Unaudited Unaudited Unaudited Unaudited Condominium rights and unit sales $ 163 $ 142 $ 50,191 $ 185 Master Planned Communities land sales 56,305 39,248 152,124 136,053 Rental revenue 95,215 70,072 269,590 241,522 Other land, rental and property revenues 56,350 35,748 120,982 82,092 Builder price participation 11,155 9,230 29,338 25,936 Total revenues 219,188 154,440 622,225 485,788 EXPENSES Condominium rights and unit cost of sales 82 1,087 68,485 105,336 Master Planned Communities cost of sales 23,419 15,899 63,928 58,560 Operating costs 90,025 58,272 219,866 168,763 Rental property real estate taxes 14,812 15,448 42,519 44,225 Provision for (recovery of) doubtful accounts 154 1,387 (1,944) 4,954 Demolition costs 43 — 192 — Development-related marketing costs 4,020 1,912 8,061 6,541 General and administrative 19,033 23,441 61,133 84,755 Depreciation and amortization 56,299 52,395 155,395 160,995 Total expenses 207,887 169,841 617,635 634,129 OTHER Provision for impairment — — (13,068) (48,738) Gain (loss) on sale or disposal of real estate and other assets, net 39,141 108 60,474 46,232 Other income (loss), net (1,307) 1,284 (12,278) (793) Total other 37,834 1,392 35,128 (3,299) Operating income (loss) 49,135 (14,009) 39,718 (151,640) Interest income 12 358 84 1,908 Interest expense (31,556) (31,872) (97,205) (98,717) Gain (loss) on extinguishment of debt (1,577) (13,166) (37,543) (13,166) Equity in earnings (losses) from real estate and other affiliates (7,848) 266,838 15,815 269,635 Income (loss) before income taxes 8,166 208,149 (79,131) 8,020 Income tax expense (benefit) 6,049 44,147 (16,706) 3,203 Net income (loss) 2,117 164,002 (62,425) 4,817 Net (income) loss attributable to noncontrolling interests 1,936 (24,292) 4,725 (24,325) Net income (loss) attributable to common stockholders $ 4,053 $ 139,710 $ (57,700) $ (19,508) Basic income (loss) per share $ 0.07 $ 2.52 $ (1.04) $ (0.38) Diluted income (loss) per share $ 0.07 $ 2.51 $ (1.04) $ (0.38)
HowardHughes.com 281.719.6100 10 thousands except share amounts Q3 2021 Q3 2020 YTD Q3 2021 YTD Q3 2020 RECONCILIATIONS OF NET INCOME TO FFO Unaudited Unaudited Unaudited Unaudited Net income attributable to common shareholders $ 4,053 $ 139,710 $ (57,700) $ (19,508) Adjustments to arrive at FFO: Segment real estate related depreciation and amortization 55,154 50,303 151,984 155,631 (Gain) loss on sale or disposal of real estate and other assets, net (39,141) (108) (60,474) (46,232) (Gain) on 110 North Wacker deconsolidation — (267,518) — (267,518) Development management fees recognized at the time of 110 North Wacker deconsolidation — (15,353) — (15,353) Income tax expense adjustments: Gain on sale or disposal of real estate and other assets, net 8,454 23 13,062 9,709 Gain on 110 North Wacker deconsolidation — 56,179 — 56,179 Development management fees recognized at the time of 110 North Wacker deconsolidation — 3,224 — 3,224 Impairment of depreciable real estate properties — — 13,068 48,738 Reconciling items related to noncontrolling interests (1,936) 24,292 (4,725) 24,325 Our share of the above reconciling items included in earnings from unconsolidated joint ventures 1,771 819 6,618 9,019 FFO $ 28,355 $ (8,429) $ 61,833 $ (41,786) Adjustments to arrive at Core FFO: (Gain) loss on extinguishment of debt 1,577 13,166 37,543 13,166 Loss on settlement of rate-lock agreement — — 9,995 — Severance expenses 72 421 679 2,058 Non-real estate related depreciation and amortization 1,145 2,092 3,411 5,364 Straight-line amortization (526) 2,804 (8,732) (2,192) Deferred income tax (expense) benefit 5,606 42,887 (17,975) 1,186 Non-cash fair value adjustments related to hedging instruments 3,172 4,121 9,186 8,441 Share-based compensation 2,497 419 6,613 2,996 Other non-recurring expenses (development-related marketing and demolition costs) 4,063 1,912 8,253 6,541 Our share of the above reconciling items included in earnings from unconsolidated joint ventures (625) 92 (3,324) 236 Core FFO $ 45,336 $ 59,485 $ 107,482 $ (3,990) Adjustments to arrive at AFFO: Tenant and capital improvements $ (980) $ (7,449) $ (7,443) $ (13,009) Leasing commissions (2,027) (802) (4,200) (3,038) Condominium inventory writedown — 944 — 6,022 AFFO $ 42,329 $ 52,178 $ 95,839 $ (14,015) FFO per diluted share value $ 0.51 $ (0.15) $ 1.11 $ (0.81) Core FFO per diluted share value $ 0.81 $ 1.07 $ 1.93 $ (0.08) AFFO per diluted share value $ 0.76 $ 0.94 $ 1.72 $ (0.27) Reconciliations of Net Income to FFO, Core FFO and AFFO
HowardHughes.com 281.719.6100 11 NOI by Region, excluding Seaport in thousands except Sq. Ft. and units Property % Ownership (a) Total Q3 2021 Occupied (#) Q3 2021 Leased (#) Q3 2021 Occupied (%) Q3 2021 Leased (%) Q3 2021 Annualized NOI (b) Stabilized NOI (c) Time to Stabilize (Years) (d)Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Stabilized Properties Office - Houston 100 % 3,373,048 — 2,973,692 — 2,982,745 — 88 % — % 88 % — % $ 78,724 $ 91,914 — Office - Columbia 100 % 1,387,455 — 1,158,825 — 1,168,772 — 84 % — % 84 % — % 21,529 26,004 — Office - Summerlin 100 % 532,428 — 532,428 — 532,428 — 100 % — % 100 % — % 14,388 14,722 — Retail - Houston 100 % 420,527 — 343,425 — 361,166 — 82 % — % 86 % — % 12,610 13,994 — Retail - Columbia 100 % 89,199 — 89,199 — 89,199 — 100 % — % 100 % — % 2,181 2,312 — Retail - Hawaii 100 % 1,003,964 — 857,887 — 886,445 — 85 % — % 88 % — % 20,311 24,600 — Retail - Summerlin 100 % 800,809 — 727,861 — 764,185 — 91 % — % 95 % — % 21,795 26,301 — Retail - Other 100 % 264,619 — 217,212 — 228,474 — 82 % — % 86 % — % 2,214 6,500 — Multi-Family - Houston (e) 100 % 22,971 1,864 15,305 1,783 16,525 1,813 67 % 96 % 72 % 97 % 19,623 27,175 — Multi-Family - Columbia (e) 50 % 98,300 1,199 44,029 1,109 53,929 1,149 45 % 92 % 55 % 96 % 11,149 16,302 — Multi-Family - Summerlin (e) 100 % — 391 — 374 — 385 — % 96 % — % 98 % 7,384 7,398 — Self-Storage - Houston 100 % — 1,359 — 1,292 — 1,302 — % 95 % — % 96 % 1,113 1,113 — Other - Summerlin 100 % — — — — — — — % — % — % — % 11,316 12,415 — Other Assets (f) Various 135,801 — 135,801 — 135,801 — 100 % — % 100 % — % 11,676 10,670 — Total Stabilized Properties (g) $ 236,013 $ 281,420 — Unstabilized Properties Office - Houston 100 % 595,617 — 187,902 — 204,411 — 32 % — % 34 % — % $ (1,667) $ 17,900 1.3 Office - Columbia 100 % 319,002 — 206,931 — 206,931 — 65 % — % 65 % — % 3,557 9,200 1.0 Office - Other 23 % 1,491,651 — 828,625 — 1,138,899 — 56 % — % 76 % — % (2,705) 14,421 2.0 Retail - Columbia 100 % 10,700 — — — 10,700 — — % — % 100 % — % (14) 400 2.0 Retail - Houston 100 % 72,977 — 51,412 — 51,412 — 70 % — % 70 % — % 1,287 2,200 1.3 Multi-Family - Houston (e) 100 % 11,448 746 6,146 515 8,610 531 54 % 69 % 75 % 71 % 5,487 13,226 2.1 Total Unstabilized Properties $ 5,945 $ 57,347 1.7
HowardHughes.com 281.719.6100 12 NOI by RegionNOI by Region, excluding Seaport (con't) in thousands except Sq. Ft. and units Property % Ownership (a) Total Q3 2021 Occupied (#) Q3 2021 Leased (#) Q3 2021 Occupied (%) Q3 2021 Leased (%) Q3 2021 Annualized NOI (b) Stabilized NOI (c) Time to Stabilize (Years) (d)Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Sq. Ft. Units Under Construction Properties Office - Summerlin 100 % 267,000 — — — — — — % — % — % — % n/a $ 8,374 4.3 Retail - Hawaii 100 % 48,357 — — — 1,688 — — % — % 3 % — % n/a 1,918 3.8 Multi-Family - Houston (e) 100 % — 358 — — — — — % — % — % — % n/a 4,360 3.8 Multi-Family - Summerlin (e) 100 % — 294 — — — — — % — % — % — % n/a 5,899 5.3 Multi-Family - Columbia (e) 100 % 32,411 472 — — — — — % — % — % — % n/a 9,325 4.5 Total Under Construction Properties n/a $ 29,876 4.4 Total/ Wtd. Avg. for Portfolio $ 241,958 $ 368,643 3.6 (a) Includes our share of NOI for our joint ventures. (b) To better reflect the full-year performance of the properties, the impacts of certain prior period accruals and adjustments included in Q3 2021 NOI were not annualized. Annualized Q3 2021 NOI also 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 NOI, units, and square feet until we have greater clarity with respect to the performance of our tenants. See page 17 for Seaport Est. stabilized yield and other project information. (d) The expected stabilization date used in the Time to Stabilized calculation for all unstabilized and under construction assets is set 36 months from the in-service or expected in- service date. (e) Multi-Family square feet represent ground floor retail whereas multi-family units represent residential units for rent. (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 Annualized NOI and Stabilized NOI is attributable to a number of factors which may include temporary abatements, deferrals or lost revenue due to COVID-19 restrictions, timing of lease turnovers, free rent and other market factors.
HowardHughes.com 281.719.6100 13 in thousands except Sq. Ft. and units Property Location % Ownership Rentable Sq. Ft. Q3 2021 % Occ. Q3 2021 % Leased Annualized Q3 2021 NOI (a) (b) Est. Stabilized NOI (a) Office One Hughes Landing Houston, TX 100 % 197,719 96 % 97 % $ 5,942 $ 6,000 Two Hughes Landing Houston, TX 100 % 197,714 69 % 69 % 3,403 6,000 Three Hughes Landing Houston, TX 100 % 320,815 89 % 89 % 7,467 8,200 1725 Hughes Landing Boulevard Houston, TX 100 % 331,176 64 % 64 % 3,858 6,900 1735 Hughes Landing Boulevard Houston, TX 100 % 318,170 100 % 100 % 8,182 8,200 2201 Lake Woodlands Drive Houston, TX 100 % 24,119 100 % 100 % 372 500 Lakefront North Houston, TX 100 % 258,058 71 % 74 % 3,850 6,458 8770 New Trails Houston, TX 100 % 180,000 100 % 100 % 3,723 4,400 9303 New Trails Houston, TX 100 % 97,967 77 % 77 % 1,433 1,800 3831 Technology Forest Drive Houston, TX 100 % 95,078 100 % 100 % 2,290 2,600 3 Waterway Square Houston, TX 100 % 232,021 87 % 87 % 5,904 6,500 4 Waterway Square Houston, TX 100 % 218,551 100 % 100 % 6,758 6,856 1201 Lake Robbins Tower (c) Houston, TX 100 % 805,993 100 % 100 % 25,133 26,000 1400 Woodloch Forest Houston, TX 100 % 95,667 49 % 49 % 409 1,500 10 - 70 Columbia Corporate Center Columbia, MD 100 % 897,792 79 % 79 % 12,637 14,330 Columbia Office Properties Columbia, MD 100 % 62,038 53 % 66 % 90 1,402 One Mall North Columbia, MD 100 % 96,977 95 % 97 % 1,490 1,947 One Merriweather Columbia, MD 100 % 206,632 100 % 100 % 5,224 5,225 Two Merriweather Columbia, MD 100 % 124,016 93 % 93 % 2,088 3,100 Aristocrat Las Vegas, NV 100 % 181,534 100 % 100 % 4,252 4,350 One Summerlin Las Vegas, NV 100 % 206,279 100 % 100 % 6,437 6,437 Two Summerlin Las Vegas, NV 100 % 144,615 100 % 100 % 3,699 3,935 Total Office 5,292,931 $ 114,641 $ 132,640 Retail Creekside Village Green Houston, TX 100 % 74,670 82 % 85 % $ 1,986 $ 2,097 Hughes Landing Retail Houston, TX 100 % 125,798 85 % 89 % 4,988 4,988 1701 Lake Robbins Houston, TX 100 % 12,376 100 % 100 % 550 654 Lake Woodlands Crossing Retail Houston, TX 100 % 60,261 85 % 85 % 1,640 1,668 Lakeland Village Center at Bridgeland Houston, TX 100 % 67,947 56 % 64 % 841 1,700 20/25 Waterway Avenue Houston, TX 100 % 50,062 98 % 98 % 1,980 2,017 Waterway Garage Retail Houston, TX 100 % 21,513 78 % 100 % 397 600 2000 Woodlands Parkway Houston, TX 100 % 7,900 100 % 100 % 228 270 Columbia Regional Building Columbia, MD 100 % 89,199 100 % 100 % 2,181 2,312 Ward Village Retail Honolulu, HI 100 % 1,003,964 85 % 88 % 20,311 24,600 Downtown Summerlin (d) Las Vegas, NV 100 % 800,809 91 % 95 % 21,795 26,301 Outlet Collection at Riverwalk New Orleans, LA 100 % 264,619 82 % 86 % 2,214 6,500 Total Retail 2,579,118 $ 59,111 $ 73,707 Stabilized PropertiesStabilized Properties - Operating Assets Segment
HowardHughes.com 281.719.6100 14 in thousands except Sq. Ft. and units Q3 2021 % Occ.(e) Q3 2021 % Leased (e) Property Location % Ownership Rentable Sq. Ft. Units Rentable Sq. Ft. Units Rentable Sq. Ft. Units Annualized Q3 2021 NOI (a) (b) Est. Stabilized NOI (a) Multi-family Creekside Park Apartments Houston, TX 100 % — 292 n/a 97 % n/a 100 % $ 2,513 $ 3,500 Lakeside Row Houston, TX 100 % — 312 n/a 99 % n/a 100 % 3,556 3,875 Millennium Six Pines Apartments Houston, TX 100 % — 314 n/a 92 % n/a 92 % 3,086 4,500 Millennium Waterway Apartments Houston, TX 100 % — 393 n/a 93 % n/a 94 % 2,253 4,600 One Lakes Edge Houston, TX 100 % 22,971 390 67 % 96 % 72 % 99 % 5,968 7,200 The Lane at Waterway Houston, TX 100 % — 163 n/a 98 % n/a 99 % 2,247 3,500 Juniper Apartments Columbia, MD 100 % 56,683 382 7 % 91 % 25 % 96 % 4,333 9,162 The Metropolitan Downtown Columbia Columbia, MD 50 % 13,591 380 88 % 93 % 88 % 96 % 3,012 3,132 m.flats/TEN.M Columbia, MD 50 % 28,026 437 100 % 93 % 100 % 96 % 3,804 4,008 Constellation Apartments Las Vegas, NV 100 % — 124 n/a 97 % n/a 98 % 2,236 2,250 Tanager Apartments Las Vegas, NV 100 % — 267 n/a 95 % n/a 99 % 5,148 5,148 Total Multi-family (f) 121,271 3,454 $ 38,156 $ 50,875 Other Hughes Landing Daycare Houston, TX 100 % 10,000 — 100 % — % 100 % — % $ 269 $ 281 The Woodlands Warehouse Houston, TX 100 % 125,801 — 100 % — % 100 % — % 1,421 1,516 HHC 242 Self-Storage Houston, TX 100 % — 630 n/a 93 % n/a 94 % 567 567 HHC 2978 Self-Storage Houston, TX 100 % — 729 n/a 96 % n/a 97 % 546 546 Woodlands Sarofim #1 Houston, TX 20 % n/a n/a n/a n/a n/a n/a 188 250 Stewart Title of Montgomery County, TX Houston, TX 50 % n/a n/a n/a n/a n/a n/a 3,620 1,900 The Woodlands Ground Leases Houston, TX 100 % n/a n/a n/a n/a n/a n/a 2,082 2,100 Kewalo Basin Harbor Honolulu, HI 100 % n/a n/a n/a n/a n/a n/a 2,200 2,183 Hockey Ground Lease Las Vegas, NV 100 % n/a n/a n/a n/a n/a n/a 485 560 Summerlin Hospital Medical Center Las Vegas, NV 5 % n/a n/a n/a n/a n/a n/a 3,755 3,755 Las Vegas Ballpark (g) Las Vegas, NV 100 % n/a n/a n/a n/a n/a n/a 7,076 8,100 Other Assets Various 100 % n/a n/a n/a n/a n/a n/a 1,896 2,440 Total Other 135,801 1,359 $ 24,105 $ 24,198 Total Stabilized $ 236,013 $ 281,420 (a) For Stabilized Properties, the difference between Annualized NOI and Stabilized NOI is attributable to a number of factors which may include temporary abatements, deferrals or lost revenue due to COVID-19 restrictions, timing of lease turnovers, free rent and other market factors. (b) To better reflect the full-year performance of the properties, the impacts of certain prior period accruals and adjustments included in Q3 2021 NOI were not annualized. (c) 1201 Lake Robbins Tower and 9950 Woodloch Forest Tower, are collectively known as The Woodlands Towers at the Waterway. 9950 Woodloch Forest Tower is an unstabilized property as of September 30, 2021. (d) Downtown Summerlin rentable sq. ft. excludes 381,767 sq. ft. of anchor space and 41,606 sq. ft. of office space. (e) Percentage Occupied and Percentage Leased are as of September 30, 2021. (f) Multi-Family square feet represent ground floor retail whereas multi-family units represent residential units for rent. (g) 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. Annualized NOI is based on a trailing 12- month calculation due to seasonality. Stabilized Properties - Operating Assets Segment (con't)
HowardHughes.com 281.719.6100 15 Unstabilized Properties - Operating Assets Segment thousands except Sq. Ft. and units Q3 2021 % Occ.(a) Q3 2021 % Leased (a) Property Location % Ownership Rentable Sq. Ft. Units Rentable Sq. Ft. Units Rentable Sq. Ft. Units Develop. Costs Incurred Est. Total Cost (Excl. Land) Annualized Q3 2021 NOI Est. Stabilized NOI (b) Est. Stab. Date Est. Stab. Yield Office 9950 Woodloch Forest Tower (c)(d) Houston, TX 100 % 595,617 — 32 % n/a 34 % n/a $ 155,967 $ 210,571 $ (1,667) $ 17,900 2022 9 % 110 North Wacker (e) Chicago, IL 23 % 1,491,651 — 56 % n/a 76 % n/a 16,078 16,078 (2,705) 14,421 2023 8 % 6100 Merriweather Columbia, MD 100 % 319,002 — 65 % n/a 65 % n/a 110,953 138,221 3,557 9,200 2022 7 % Total Office 2,406,270 — $ 282,998 $ 364,870 $ (815) $ 41,521 Retail Creekside Park West Houston, TX 100 % 72,977 — 70 % n/a 70 % n/a $ 19,397 $ 20,777 $ 1,287 $ 2,200 2022 11 % Merriweather District Area 3 Standalone Restaurant Columbia, MD 100 % 10,700 — — % n/a 100 % n/a 6,075 6,530 (14) 400 2023 6 % Total Retail 83,677 — $ 25,472 $ 27,307 $ 1,273 $ 2,600 Multi-family Creekside Park The Grove Houston, TX 100 % — 360 — % 49 % — % 52 % $ 46,931 $ 57,472 $ (84) $ 4,697 2024 8 % Two Lakes Edge Houston, TX 100 % 11,448 386 54 % 88 % 75 % 89 % 99,699 107,706 5,571 8,529 2023 8 % Total Multi-family (f) 11,448 / 746 $ 146,630 $ 165,178 $ 5,487 $ 13,226 Total Unstabilized $ 455,100 $ 557,355 $ 5,945 $ 57,347 (a) Percentage Occupied and Percentage Leased are as of September 30, 2021. (b) Company estimates of stabilized NOI are based on current leasing velocity, excluding inflation and organic growth. (c) 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, are collectively known as The Woodlands Towers at the Waterway. 1201 Lake Robbins Tower is a stabilized property as of September 30, 2021, as Occidental Petroleum has leased 100% of the building through 2032. (e) The above represents only our membership interest and HHC’s total cash equity requirement. Est. Stabilized NOI Yield is based on the projected building NOI at stabilization and our percentage ownership of the equity capitalized of the projects. As the amounts in this table do not include the impact of the partnership distribution waterfall, actual NOI results will vary. (f) Multi-Family square feet represent ground floor retail whereas multi-family units represent residential units for rent.
HowardHughes.com 281.719.6100 16 Under Construction PropertiesUnder Construction Projects - Strategic Developments Segment in thousands except Sq. Ft. and units Project Name Location % Ownership Est. Rentable Sq. Ft. Percent Pre- Leased (a) Project Status Const. Start Date Est. Stabilized Date (b) Develop. Costs Incurred Est. Total Cost (Excl. Land) Est. Stabilized NOI Est. Stab. Yield Office 1700 Pavilion Las Vegas, NV 100 % 267,000 — Under Construction Q2 2021 2025 $ 12,671 $ 120,424 $ 8,374 7 % Total Office 267,000 $ 12,671 $ 120,424 $ 8,374 Retail ‘A‘ali‘i (c) Honolulu, HI 100 % 11,570 — % Under Construction Q4 2018 2024 $ — $ — $ 637 — % Kō'ula (c) Honolulu, HI 100 % 36,787 5 % Under Construction Q3 2019 2025 — — 1,281 — % Total Retail 48,357 $ — $ — $ 1,918 Project Name Location % Ownership # of Units Monthly Est. Rent Per Unit Project Status Const. Start Date Est. Stabilized Date (b) Develop. Costs Incurred Est. Total Cost (Excl. Land) Est. Stabilized NOI Est. Stab. Yield Multi-family Marlow Columbia, MD 100 % 472 $ 1,984 Under Construction Q1 2021 2026 $ 25,758 $ 130,490 $ 9,325 7 % Starling at Bridgeland Houston, TX 100 % 358 1,622 Under Construction Q4 2020 2025 11,032 58,072 4,360 8 % Tanager Echo Las Vegas, NV 100 % 294 2,148 Under Construction Q2 2021 2026 12,728 81,611 5,899 7 % Total Multi-family 1,124 $ 49,518 $ 270,173 $ 19,584 Total Under Construction $ 62,189 $ 390,597 $ 29,876 (a) Represents leases signed as of September 30, 2021, 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) Condominium retail Develop. Cost Incurred and Est. Total Costs (Excl. Land) are combined with their respective condominium costs on page 18 and 19 of this supplement.
HowardHughes.com 281.719.6100 17 NOI by RegionSeaport Operating Performance Q3 2021 Landlord Operations (a) Managed Businesses (b) Events, Sponsorships & Catering Business (f) Q3 2021 Total$ in thousands Historic District & Pier 17 Multi-Family (c) Historic District & Pier 17 (d) Tin Building (e) Revenues Rental revenue (g) $ 1,493 $ 151 $ — $ — $ — $ 1,644 Tenant recoveries 103 — — — — 103 Other rental and property (expense) revenue — — 11,690 — 7,501 19,191 Total Revenues 1,596 151 11,690 — 7,501 20,938 Expenses Other property operating costs (g) (5,748) (203) (10,805) — (7,745) (24,501) Total Expenses (5,748) (203) (10,805) — (7,745) (24,501) Net Operating (Loss) Income - Seaport (h) $ (4,152) $ (52) $ 885 $ — $ (244) $ (3,563) Project Status Unstabilized Stabilized Unstabilized Under Construction Unstabilized Rentable Sq. Ft. / Units Total Sq. Ft. / units 325,079 13,000 / 21 52,379 53,000 21,077 Leased Sq. Ft. / units (i) 135,466 — / 20 52,379 53,000 21,077 % Leased or occupied (i) 42 % — % / 95 % 100 % 100 % 100 % Development (j) Development costs incurred $ 554,989 $ — $ — $ 149,828 $ — $ 704,817 Estimated total costs (excl. land) $ 594,368 $ — $ — $ 194,613 $ — $ 788,981 (a) Landlord operations represents physical real estate developed and owned by HHC and leased to third parties. (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 September 30, 2021, our managed businesses include, among others, The Fulton, SJP by Sarah Jessica Parker, Cobble & Co., Mr. Dips, Carne Mare, Malibu Farm and Ssäm Bar (formerly Bar Wayō). (c) Multi-family represents 85 South Street which includes base level retail in addition to residential units. (d) Includes our 91% share of NOI from Ssäm Bar. (e) Represents the marketplace by Jean-Georges. As a result of impacts related to COVID-19, there were delays in construction on the Tin Building, however construction is still on track for substantial completion in the fourth quarter of 2021 with opening expected in early 2022. (f) Events, sponsorships & catering business includes private events, catering, sponsorships, concert series and other rooftop activities. (g) Rental revenue and expense earned from and paid by businesses we own and operate is eliminated in consolidation. (h) See page 34 for the reconciliation of Seaport NOI. (i) 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. (j) Development costs incurred and Estimated total costs (excl. land) are shown net of insurance proceeds of approximately $64.7 million.
HowardHughes.com 281.719.6100 18 Ward Village - Sold Out Condominiums As of September 30, 2021 Anaha Ae‘o Ke Kilohana (a) Total Key Metrics ($ in thousands) Type of building Luxury Upscale Workforce Number of units 317 465 423 1,205 Avg. unit Sq. Ft. 1,417 838 696 940 Condo Sq. Ft. 449,205 389,663 294,273 1,133,141 Street retail Sq. Ft. 16,048 70,800 28,386 115,234 Stabilized retail NOI $1,200 $2,400 $1,200 $4,800 Stabilization year 2020 2019 2020 Development progress ($ in millions) Status Opened Opened Opened Start date Q4 2014 Q1 2016 Q4 2016 Completion date Q4 2017 Q4 2018 Q2 2019 Total development cost $403,974 $430,737 $217,483 $1,052,194 Cost-to-date 402,478 428,839 216,186 1,047,503 Remaining to be funded $1,496 $1,898 $1,297 $4,691 Financial Summary ($ in thousands except per Sq. Ft.) Units closed (through Q3 2021) 317 465 423 1,205 Total % of units closed or under contract 100.0% 100.0% 100.0% 100.0% Square footage closed or under contract (total) 449,205 389,663 294,273 1,133,141 Total % square footage closed or under contract 100.0% 100.0% 100.0% 100.0% Total cash received (closings & deposits) $515,830 $512,752 $218,531 $1,247,113 Total GAAP revenue recognized $515,830 $512,752 $218,531 $1,247,113 (a) Ke Kilohana consists of 375 workforce units and 48 market rate units.
HowardHughes.com 281.719.6100 19 Ward Village - Condominiums Remaining to be Sold As of September 30, 2021 Waiea ‘A‘ali‘i (a) Kō'ula Victoria Place Total Key Metrics ($ in thousands) Type of building Ultra-Luxury Upscale Upscale Ultra-Luxury Number of units 177 750 565 349 1,841 Avg. unit Sq. Ft. 2,138 520 725 1,164 861 Condo Sq. Ft. 378,488 390,097 409,612 406,351 1,584,548 Street retail Sq. Ft. (b) 7,716 11,570 36,787 n/a 56,073 Stabilized retail NOI $453 $637 $1,281 n/a $2,371 Stabilization year 2017 2024 2025 n/a Development progress ($ in millions) Status Opened Under Construction Under Construction Under Construction Start date Q2 2014 Q4 2018 Q3 2019 Q1 2021 Completion / Est. Completion date Q4 2016 Q4 2021 2022 2024 Total development cost $595,470 $411,900 $487,039 $503,271 $1,997,680 Cost-to-date 471,264 342,103 211,797 73,390 1,098,554 Remaining to be funded $124,206 $69,797 $275,242 $429,881 $899,126 Financial Summary ($ in thousands except per Sq. Ft.) Units closed (through Q3 2021) 174 — — — 174 Units under contract (through Q3 2021) — 669 488 342 1,499 Units remaining to be sold (through Q3 2021) 3 81 77 7 168 Total % of units closed or under contract 98.3% 89.2% 86.4% 98.0% 90.9% Units closed (current quarter) — — — — — Units under contract (current quarter) — 16 29 16 61 Square footage closed or under contract (total) 369,937 328,493 364,640 400,107 1,463,177 Total % square footage closed or under contract 97.7% 84.2% 89.0% 98.5% 92.3% Total cash received (closings & deposits) $681,326 $246,327 $113,894 $147,464 $1,189,011 Total GAAP revenue recognized $681,326 $— $— $— $681,326 Total future GAAP revenue for units under contract $— $453,688 $562,194 $753,633 $1,769,515 Expected avg. price per Sq. Ft. (c) $1,900 - $1,950 $1,300 - $1,350 $1,500 - $1,550 $1,850 - $1,900 Deposit Reconciliation (in thousands) Spent towards construction $— $90,330 $109,533 $3,402 $203,265 Held for future use (d) — 155,997 4,361 144,062 304,420 Total deposits from sales commitment $— $246,327 $113,894 $147,464 $507,685 Target condo profit margin across all sold and remaining to be sold condos at completion (excluding land cost) is approximately 30%. (a) Subsequent to quarter end, we completed construction at ‘A‘ali‘i and began welcoming residents in October 2021. As of November 2, 2021, we closed on 495 units, totaling $332.1 million in net revenue. (b) Expected construction cost per retail square foot for all sold and remaining to be sold condos is approximately $1,100. (c) Expected average price per square foot for all sold and remaining to be sold condos is between $1,300 and $1,350. (d) 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 281.719.6100 20 Summary of Remaining Development Costs in thousands Property Location Total Estimated Costs (a) Costs Paid Through September 30, 2021 Estimated Remaining to be Spent Remaining Buyer Deposits/ Holdback to be Drawn Debt to be Drawn (b) Costs Remaining to be Paid, Net of Debt and Buyer Deposits/ Holdbacks to be Drawn (c) Estimated Completion Date Operating Assets (A) (B) (A) - (B) = (C) (D) (E) (C) - (D) - (E) = (F) 6100 Merriweather Columbia, MD $ 138,221 $ 110,953 $ 27,268 $ — $ 24,321 $ 2,947 (d) Open Juniper Apartments Columbia, MD 116,386 100,564 15,822 — 13,866 1,956 (d) Open Creekside Park The Grove Houston, TX 57,472 46,931 10,541 — 9,666 875 Open Creekside Park West Houston, TX 20,777 19,397 1,380 — 2,633 (1,253) (d)(e) Open The Lane at Waterway Houston, TX 45,033 39,964 5,069 — 3,683 1,386 Open Two Lakes Edge Houston, TX 107,706 99,699 8,007 — 5,781 2,226 (d) Open Total Operating Assets 485,595 417,508 68,087 — 59,950 8,137 Seaport Assets Pier 17 and Historic District Area / Uplands New York, NY 594,368 554,989 39,379 — — 39,379 (d)(f) Open Tin Building New York, NY 194,613 149,828 44,785 — — 44,785 Q4 2021 Total Seaport Assets 788,981 704,817 84,164 — — 84,164 Strategic Developments Marlow Columbia, MD 130,490 25,758 104,732 — 82,570 22,162 Q1 2023 Starling at Bridgeland Houston, TX 58,072 11,032 47,040 — 42,668 4,372 Q2 2022 1700 Pavilion Las Vegas, NV 120,424 12,671 107,753 — 74,999 32,754 Q4 2022 Tanager Echo Las Vegas, NV 81,611 12,728 68,883 — 59,499 9,384 Q4 2022 ‘A‘ali‘i Honolulu, HI 411,900 342,103 69,797 — 64,093 5,704 Q4 2021 Anaha Honolulu, HI 403,974 402,478 1,496 — — 1,496 Open Ke Kilohana Honolulu, HI 217,483 216,186 1,297 — — 1,297 Open Kō'ula Honolulu, HI 487,039 211,797 275,242 — 247,257 27,985 2022 Victoria Place Honolulu, HI 503,271 73,390 429,881 134,403 303,630 (8,152) (g) 2024 Waiea Honolulu, HI 595,470 471,264 124,206 — — 124,206 (h) Open Total Strategic Developments 3,009,734 1,779,407 1,230,327 134,403 874,716 221,208 Combined Total $ 4,284,310 $ 2,901,732 $ 1,382,578 $ 134,403 $ 934,666 $ 313,509 See page 32 for definition of "Remaining Development Costs" (a) Total Estimated Costs represent all costs to be incurred on the project which include construction costs, demolition costs, marketing costs, capitalized leasing, payroll or project development fees, deferred financing costs and advances for certain accrued costs from lenders and excludes land costs and capitalized corporate interest allocated to the project. Total Estimated Costs for assets at Ward Village and Columbia exclude master plan infrastructure and amenity costs at Ward Village and Merriweather District. (b) With respect to our condominium projects, remaining debt to be drawn is reduced by deposits utilized for construction. (c) We expect to be able to meet our cash funding requirements with a combination of existing and anticipated construction loans, condominium buyer deposits, free cash flow from our Operating Assets and MPC segments, net proceeds from condominium sales, our existing cash balances and as necessary, the postponement of certain projects. (d) Final completion is dependent on lease-up and tenant build-out. (e) The negative balance represents loan funds HHC does not anticipate drawing on due to savings on the project already reflected in the Total Estimated Costs. (f) Development costs incurred and Estimated total costs (excl. land) are shown net of insurance proceeds of approximately $64.7 million. (g) The negative balance represents equity required to be put into the project that will be paid out as loan proceeds in Q1 2023. Until that period, costs remaining (net of debt) will reflect a negative balance. (h) Total estimate includes $136.5 million for warranty repairs. However, we anticipate recovering a substantial amount of these costs in the future, which is not reflected in this schedule.
HowardHughes.com 281.719.6100 21 MPC Regions Non-MPC Regions The Woodlands The 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. 3,373,048 — — 532,428 1,387,455 5,292,931 — — — — Retail Sq. Ft. (a) 375,551 — 67,947 800,809 187,499 1,431,806 1,003,964 13,000 264,619 1,281,583 Multifamily units 1,552 — 312 391 1,199 3,454 — 21 — 21 Self-Storage Units 1,359 — — — — 1,359 — — — — Other Sq. Ft. 135,801 — — — — 135,801 — — — — Operating - Unstabilized Properties Office Sq.Ft. 595,617 — — — 319,002 914,619 — 146,935 1,491,651 1,638,586 Retail Sq.Ft. 84,425 — — — 10,700 95,125 — 251,600 — 251,600 Multifamily units 746 — — — — 746 — — — — Operating - Under Construction Properties Office Sq.Ft. — — — 267,000 — 267,000 — — — — Retail Sq.Ft. — — — — 32,411 32,411 48,357 53,000 — 101,357 Multifamily units — — 358 294 472 1,124 — — — — 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. 3,046 n.a. n.a. 3,046 Current Residents (b) 119,000 750 15,500 116,000 112,000 363,250 n.a. n.a. n.a. — Remaining saleable acres/condos 26 ac. 1,243 ac. 2,696 ac. 2,759 ac. n/a 6,724 ac. 168 n.a. n.a. 168 Estimated price per acre (c) $ 1,402 $ 286 $ 451 $ 743 n/a n.a. n.a. n.a. Commercial Land Total acreage remaining 718 ac. 175 ac. 1,340 ac. 825 ac. 96 ac. 3,154 ac. n.a. n.a. n.a. — Estimated price per acre (c) $ 987 $ 515 $ 615 $ 1,012 $ 580 n.a. n.a. n.a. Portfolio Key Metrics Portfolio Key Metrics herein include square feet and units 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 and 41,606 Sq. Ft of additional office space above our retail space. (b) Acreage and current residents shown as of December 31. 2020. (c) Residential and commercial pricing represents the Company's estimate of price per acre per its 2021 land models. Portfolio Key Metrics
HowardHughes.com 281.719.6100 22 (a) Commercial acres may be developed by us or sold. (b) Reconciliation of GAAP MPC segment EBT to MPC Net Contribution is found under Reconciliation of Non-GAAP Measures on page 35. (c) Est. Stabilized NOI (Future) and Wtd. avg. time to stabilize (yrs.) represents all assets within the respective MPC regions, inclusive of stabilized, unstabilized and under construction. MPC Portfolio Master Planned Communities- Remaining Saleable Acres (a) Income Producing Assets - Stabilized and Unstabilized Commercial 23% Residential 77% Stabilized 100% Commercial 36% Residential 64% Unstabilized 8% Stabilized 92% Unstabilized 11% Stabilized 89% Commercial 100% $ in thousands Nevada Texas Maryland Total MPC Performance - 3Q21 & 3Q20 MPC Net Contribution (3Q21) (b) $ 11,790 $ (25,120) $ (232) $ (13,562) MPC Net Contribution (3Q20) (b) $ 6,616 $ 5,072 $ (262) $ 11,426 Operating Asset Performance - 2021 & Future Annualized 3Q21 in-place NOI $ 54,883 $ 127,120 $ 38,356 $ 220,359 Est. stabilized NOI (future) (c) $ 75,109 $ 180,369 $ 63,543 $ 319,021 Wtd. avg. time to stab. (yrs.) (c) 5.3 2.6 3.9 —
HowardHughes.com 281.719.6100 23 Master Planned Community Land The Woodlands The Woodlands Hills Bridgeland Summerlin Columbia Total $ in thousands Q3 2021 Q3 2020 Q3 2021 Q3 2020 Q3 2021 Q3 2020 Q3 2021 Q3 2020 Q3 2021 Q3 2020 Q3 2021 Q3 2020 Revenues: Residential land sale revenues $ — $ 3,089 $ 5,113 $ 6,672 $ 9,532 $ 17,472 $ 38,966 $ 11,946 $ — $ — $ 53,611 $ 39,179 Commercial land sale revenues 2,694 — — — — 69 — — — — 2,694 69 Builder price participation 158 60 437 45 941 426 9,619 8,698 — — 11,155 9,229 Other land sale revenues 355 69 — — 76 10 4,170 3,602 — — 4,601 3,681 Total revenues 3,207 3,218 5,550 6,717 10,549 17,977 52,755 24,246 — — 72,061 52,158 Expenses: Cost of sales - residential land — (1,764) (2,045) (2,535) (2,576) (5,695) (18,232) (5,881) — — (22,853) (15,875) Cost of sales - commercial land (566) — — — — (23) — — — — (566) (23) Real estate taxes (954) (1,005) (34) (62) (1,268) (623) (586) (604) (147) (143) (2,989) (2,437) Land sales operations (5,001) (1,448) (428) (582) (986) (928) (2,566) (1,654) (85) (112) (9,066) (4,724) Depreciation and amortization (34) (33) (2) — (37) (33) (29) (25) — — (102) (91) Total operating expenses (6,555) (4,250) (2,509) (3,179) (4,867) (7,302) (21,413) (8,164) (232) (255) (35,576) (23,150) Net interest capitalized (expense) (173) (643) 384 256 4,141 4,211 6,010 5,352 — — 10,362 9,176 Early extinguishment of debt (438) — — — (566) — — — — — (1,004) — Equity in earnings from real estate affiliates — — — — — — 8,277 (1,563) — — 8,277 (1,563) EBT $ (3,959) $ (1,675) $ 3,425 $ 3,794 $ 9,257 $ 14,886 $ 45,629 $ 19,871 $ (232) $ (255) $ 54,120 $ 36,621 Key Performance Metrics: Residential Total acres closed in current period — 5.7 ac. 14.5 ac. 22.4 ac. 22.3 ac. 39.3 ac. 47.3 ac. 2.4 ac. — — Price per acre achieved (a) NM $ 542 $ 353 $ 298 $ 415 $ 445 $ 728 $ 1,594 NM NM Avg. gross margins NM 42.9 % 60.0 % 62.0 % 73.0 % 67.4 % 53.2 % 50.8 % NM NM Commercial Total acres closed in current period 1.6 — — — — 0.5 — NM — — Price per acre achieved $1,684 NM NM NM NM $ 138 NM NM NM NM Avg. gross margins 79.0 % NM NM NM NM 68.1 % NM NM NM NM Avg. combined before-tax net margins 79.0 % 42.9 % 60.0 % 62.0 % 73.0 % 67.4 % 53.2 % 50.8 % NM NM Key Valuation Metrics The Woodlands The Woodlands Hills Bridgeland Summerlin Columbia Remaining saleable acres Residential 26 ac. 1,243 ac. 2,696 ac. 2,759 ac. — Commercial (b) 718 ac. 175 ac. 1,340 ac. 825 ac. 96 ac. Projected est. % superpads / lot size —% / — —% / — —% / — 87% / 0.25 ac NM Projected est. % single-family detached lots / lot size 34% / 0.80 ac 84% / 0.21 ac 87% / 0.22 ac —% / — NM Projected est. % single-family attached lots / lot size 66% / 0.12 ac 16% / 0.13 ac 9% / 0.11 ac —% / — NM Projected est. % custom homes / lot size —% / — —% / — 4% / 0.63 ac 13% / 0.45 ac NM Estimated builder sale velocity (blended total - TTM) (c) 10 33 55 134 NM Projected GAAP gross margin (d) 76.2% / 75.6% 60.0% / 62.4% 73.1% / 67.4% 52.8% / 53.7% NM Projected cash gross margin (d) 96.8% 86.1% 86.8% 74.6% NM Residential sellout / Commercial buildout date estimate Residential 2023 2030 2035 2039 — Commercial 2034 2030 2045 2039 2023 (a) The price per acre achieved for Summerlin residential lots in Q3 2020 is mostly attributable to custom lots sales. (b) Columbia Commercial excludes 15 commercial acres held in the Strategic Developments segment in Downtown Columbia. (c) Represents the average monthly builder homes sold over the last twelve months ended September 30, 2021. (d) 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. Master Planned Community Land
HowardHughes.com 281.719.6100 24 Office Expirations (a) Retail Expirations (a) Expiration Year Annualized Cash Rent ($ in thousands) Percentage of Annualized Cash Rent Wtd. Avg. Annualized Cash Rent Per Leased Sq. Ft. Annualized Cash Rent ($ in thousands) Percentage of Annualized Cash Rent Wtd. Avg. Annualized Cash Rent Per Leased Sq. Ft. 2021 $ 2,334 1.11 % $ 35.15 $ 1,236 1.45 % $ 33.42 2022 11,763 5.61 % 35.43 4,962 5.81 % 40.18 2023 12,222 5.83 % 47.72 7,844 9.19 % 49.34 2024 19,043 9.08 % 47.48 7,872 9.22 % 52.91 2025 24,666 11.76 % 44.67 20,386 23.87 % 56.51 2026 10,744 5.12 % 41.71 7,466 8.74 % 51.60 2027 21,663 10.33 % 38.95 4,168 4.88 % 63.25 2028 11,120 5.30 % 42.39 4,442 5.20 % 58.74 2029 8,427 4.02 % 44.32 5,145 6.03 % 50.33 2030 16,104 7.68 % 41.61 5,015 5.87 % 66.55 Thereafter 71,684 34.16 % 48.74 16,852 19.74 % 54.07 Total $ 209,770 100.00 % $ 85,388 100.00 % (a) Excludes leases with an initial term of 12 months or less. Also excludes Seaport leases. Lease ExpirationsLease Expirations Office and Retail Lease Expirations Total Office and Retail Portfolio as of September 30, 2021 % o f A nn ua liz ed C as h R en t E xp iri ng Houston Summerlin Columbia Hawaii Other Office 2021 Retail 2021 Office 2022 Retail 2022 Office 2023 Retail 2023 Office 2024 Retail 2024 Office 2025 Retail 2025 Office 2026 Retail 2026 Office 2027 Retail 2027 Office 2028 Retail 2028 Office 2029 Retail 2029 Office 2030 Retail 2030 Office 2031+ Retail 2031+ 0% 6% 12% 18% 24% 30%
HowardHughes.com 281.719.6100 25 Acquisition / Disposition ActivityAcquisition / Disposition Activity thousands except rentable Sq. Ft. / Units / Acres Q3 2021 Acquisitions Date Acquired Property % Ownership Location Rentable Sq. Ft. / Units / Acres Acquisition Price There was no acquisition activity to report for Q3 2021. Q3 2021 Dispositions Date Sold Property % Ownership Location Rentable Sq. Ft. / Units / Acres Sale Price September 16, 2021 Hospitality properties -The Woodlands Resort, The Westin at The Woodlands and Embassy Suites at Hughes Landing 100% Houston, Texas 909 units $252 million Q4 2021 Acquisitions Date Acquired Property % Ownership Location Rentable Sq. Ft. / Units / Acres Sale Price October 18, 2021 Douglas Ranch (a) Phoenix, Arizona ~ 37,000 acres $600 million (a) In October 2021, HHC announced the launch of Douglas Ranch, a new large-scale master planned community in the West Valley of Phoenix, Arizona. The Company closed on the purchase of approximately 33,810 acres located in the City of Buckeye, Arizona for a purchase price of $541.0 million. The purchase price includes an option for the seller to re-acquire a 50% interest in the property, with $33.8 million of the purchase price being credited to the Seller upon exercise of the option. If the option is not exercised by the seller, the $33.8 million will be returned to the Company. Simultaneous with the land acquisition, the Company closed on the acquisition of a 50% interest in Trillium Development Holding Company, LLC, for $59.0 million. Trillium Development Holding Company, LLC owns approximately 3,029 acres of land in the City of Buckeye, Arizona.
HowardHughes.com 281.719.6100 26 Other Assets Property Name City, State % Own Acres Notes 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. In June 2021, a Contribution Agreement was executed by and between affiliates of HHC, Seritage, and Foulger-Pratt which establishes a framework for a joint venture to redevelop the 52-acre Landmark Mall site in Alexandria, VA. In July, the Alexandria City Council unanimously approved the redevelopment agreements which will result in up to approximately four million square feet of new development and will be anchored by a new state-of-the-art Inova Hospital and medical campus. Alexandria City Council also approved the use of $54 million in public bond financing to allow the City to acquire the land for the hospital and lease it to Inova, as well as $86 million in public bond financing for site preparation and infrastructure at the Landmark site and adjacent Duke Street and Van Dorn Street corridors. Century Park Houston, TX 100 % 63 In conjunction with the acquisition of The Woodlands Towers at the Waterway 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. 80% Interest in 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. In October 2020, we announced our comprehensive proposal for the redevelopment of 250 Water Street, which includes the transformation of this underutilized full- block surface parking lot into a mixed-use development that would include affordable and market rate apartments, community-oriented spaces and office space. In May 2021, we received approval from the New York City Landmarks Preservation Commission (LPC) on our proposed design for the 250 Water Street building. The LPC’s approval confirms that the proposed architecture is appropriate for the South Street Seaport Historic District, allowing us to proceed with the formal New York City Uniform Land Use Review Procedure known as ULURP, which is required to complete the necessary transfer of development rights to the parking lot site. We anticipate the 250 Water Street ULURP to conclude this December. A proposal subject to a separate ULURP to extend the Seaport ground lease for an additional 48 years from its current expiration in 2072 until 2120 is also underway. In September, the New York State Supreme Court dismissed on procedural grounds a lawsuit challenging the LPC approval. While we move forward in the planning and approval stages for this strategic site, it will continue to be rented to a third party and used as a parking lot. Other/Non-core Assets
HowardHughes.com 281.719.6100 27 thousands September 30, 2021 December 31, 2020 Fixed-rate debt Unsecured 5.375% Senior Notes due 2025 $ — $ 1,000,000 Unsecured 5.375% Senior Notes due 2028 750,000 750,000 Unsecured 4.125% Senior Notes due 2029 650,000 — Unsecured 4.375% Senior Notes due 2031 650,000 — Secured mortgages, notes and loans payable 676,210 590,517 Special Improvement District bonds 69,622 34,305 Variable-rate debt (a) Mortgages, notes and loans payable, excluding condominium financing 1,023,358 1,725,461 Condominium financing (c) 374,523 219,883 Secured Bridgeland Notes due 2026 275,000 — Mortgages, notes and loans payable 4,468,713 4,320,166 Unamortized bond issuance costs — (4,355) Deferred financing costs (45,078) (28,442) Total mortgages, notes and loans payable, net $ 4,423,635 $ 4,287,369 Net Debt on a Segment Basis, at share as of September 30, 2021 (b) thousands Operating Assets Master Planned Communities Seaport Strategic Developments Segment Totals Non- Segment Amounts Total Mortgages, notes and loans payable, net (c) $ 1,592,443 $ 341,067 $ 99,453 $ 369,413 $ 2,402,376 $ 2,021,259 $ 4,423,635 Mortgages, notes and loans payable of real estate and other affiliates (d) 289,061 3,747 — — 292,808 — 292,808 Less: Cash and cash equivalents (143,708) (132,722) (7,660) (1,698) (285,788) (724,831) (1,010,619) Cash and cash equivalents of real estate and other affiliates (d) (5,330) (51,181) (471) (232) (57,214) — (57,214) Special Improvement District receivables — (89,677) — — (89,677) — (89,677) Municipal Utility District receivables, net — (383,696) — — (383,696) — (383,696) TIF receivable — — — (751) (751) — (751) Net Debt $ 1,732,466 $ (312,462) $ 91,322 $ 366,732 $ 1,878,058 $ 1,296,428 $ 3,174,486 Consolidated Debt Maturities and Contractual Obligations by Extended Maturity Date as of September 30, 2021 (e) thousands Remaining in 2021 2022 2023 2024 2025 Thereafter Total Mortgages, notes and loans payable (e) $ 30,925 $ 76,032 $ 893,078 $ 287,242 $ 165,404 $ 3,016,032 $ 4,468,713 Interest payments (f) 48,072 186,376 177,901 150,785 142,895 495,859 1,201,888 Ground lease and other leasing commitments 971 4,318 4,364 4,412 4,461 249,801 268,327 Total consolidated debt maturities and contractual obligations $ 79,968 $ 266,726 $ 1,075,343 $ 442,439 $ 312,760 $ 3,761,692 $ 5,938,928 Debt Summary (a) The Company has entered into derivative instruments to manage a portion of our variable interest rate exposure. See page 28 and 29 for additional detail. (b) Net debt is a non-GAAP financial measure that we believe is useful to our investors and other users of our financial statements as its components are important indicators of our overall liquidity, capital structure and financial position. However, it should not be used as an alternative to our debt calculated in accordance with GAAP. (c) As of September 30, 2021, $374.5 million of the Mortgages, notes and loans payable, net related to financing for the condominium towers at Ward Village in the Strategic Developments segment. (d) Each segment includes our share of the Mortgages, notes and loans payable, net and Cash and cash equivalents for all joint ventures included in Investments in real estate and other affiliates. (e) Mortgages, notes and loans payable and Condominium financing are presented based on extended maturity date, subject to customary extension terms. (f) Interest is based on the borrowings that are presently outstanding and current floating interest rates. Debt Summary
HowardHughes.com 281.719.6100 28 $ in thousands Asset Q3 2021 Principal Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Operating Assets Outlet Collection at Riverwalk $ 27,226 L+250 Floating 3.50 % Oct-21 20/25 Waterway Avenue 12,639 4.79 % Fixed 4.79 % May-22 Millennium Waterway Apartments 51,102 3.75 % Fixed 3.75 % Jun-22 Lake Woodlands Crossing Retail 12,329 L+180 Floating 1.88 % Jan-23 Lakeside Row 35,500 3.15 % Fixed 3.15 % Sept-31 Senior Secured Credit Facility 433,183 4.61 % Floating/Swap 4.61 % (b) (c) Sep-23 Two Lakes Edge 68,254 L+215 Floating 2.40 % Oct-22 / Oct-23 9303 New Trails 10,423 4.88 % Fixed 4.88 % Dec-23 4 Waterway Square 30,525 4.88 % Fixed 4.88 % Dec-23 Creekside Park West 15,361 L+225 Floating 2.33 % Mar-23 / Mar-24 The Lane at Waterway 27,017 L+175 Floating 1.83 % Aug-23 / Aug-24 6100 Merriweather 65,523 L+275 Floating 2.83 % Sep-22 / Sep-24 Juniper Apartments 71,792 L+275 Floating 2.83 % Sep-22 / Sep-24 Tanager Apartments 58,500 3.13 % Fixed 3.13 % May-31 Creekside Park The Grove 33,721 L+175 Floating 1.83 % Jan-24 / Jan -25 9950 Woodloch Forest Drive 82,696 4.61 % Floating/Swap 4.61 % (d) Mar-25 Ae‘o Retail 30,047 L+265 Floating 2.90 % Oct-25 Ke Kilohana Retail 9,180 L+265 Floating 2.90 % Oct-25 3831 Technology Forest Drive 20,332 4.50 % Fixed 4.50 % Mar-26 Kewalo Basin Harbor 11,541 L+275 Floating 2.83 % Sep-27 Millennium Six Pines Apartments 42,500 3.39 % Fixed 3.39 % Aug-28 3 Waterway Square 45,122 3.94 % Fixed 3.94 % Aug-28 One Lakes Edge 68,921 4.50 % Fixed 4.50 % Mar-29 Aristocrat 36,349 3.67 % Fixed 3.67 % Sep-29 Creekside Park Apartments 37,730 3.52 % Fixed 3.52 % Oct-29 One Hughes Landing 49,892 4.30 % Fixed 4.30 % Dec-29 Two Hughes Landing 47,391 4.20 % Fixed 4.20 % Dec-30 8770 New Trails 35,485 4.89 % Floating/Swap 4.89 % (e) Jan-32 Constellation Apartments 24,200 4.07 % Fixed 4.07 % Jan-33 Hughes Landing Retail 33,809 3.50 % Fixed 3.50 % Dec-36 Columbia Regional Building 23,916 4.48 % Fixed 4.48 % Feb-37 Las Vegas Ballpark 47,360 4.92 % Fixed 4.92 % Dec-39 $ 1,599,566 Property-Level DebtProperty-Level Debt
HowardHughes.com 281.719.6100 29 (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 $433.2 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 and certain properties at Ward Village. (c) Balance includes zero drawn on the revolver portion of the loan that is intended for general corporate use. (d) The loan for 9950 Woodloch Forest bears interest at one-month LIBOR plus 1.95%, but is swapped to an overall rate equal to 4.61%. (e) Concurrent with the closing of the $35.5 million construction loan for 8770 New Trails in June 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%. (f) The loan for 250 Water Street bears interest at one-month LIBOR plus 3.50%, but is swapped to an overall rate equal to 4.61%. (g) Concurrent with the closing of the $368.2 million construction loan for Victoria Place in Ward Village in the first quarter of 2021, the Company entered into interest rate cap agreements which are not designated as a hedging instruments. The loan will bear interest at one-month LIBOR plus 5.00%, subject to a LIBOR floor of 0.25%, but is currently capped at an interest rate of 2.00%. (h) Excludes JV debt, Corporate bond debt, and SID bond debt related to Summerlin. Property-Level Debt (con't) $ in thousands Asset Q3 2021 Principal Balance Contract Interest Rate Interest Rate Hedge Current Annual Interest Rate Initial / Extended Maturity (a) Master Planned Communities Bridgeland Notes due 2026 $ 275,000 2.40 % Floating 2.40 % Sep-26 $ 275,000 Seaport 250 Water Street $ 100,000 4.61 % Floating/Swap 4.61 % (f) Nov-22 / Nov-23 $ 100,000 Strategic Developments ‘A‘ali‘i $ 229,607 L+310 Floating 4.10 % Jun-22 / Jun-23 Kō‘ula 95,916 L+300 Floating 3.08 % Mar-23 / Mar-24 Victoria Place 49,000 L+500 Floating/Cap 5.25 % (g) Sep-24 / Sep-26 Tanager Echo 1 L+290 Floating 2.98 % Sep-25/ Sep-27 1700 Pavillion 1 L+380 Floating 3.88 % Sep-25/ Sep-27 $ 374,525 Total (h) $ 2,349,091
HowardHughes.com 281.719.6100 30 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 September 30, 2021 2021 2022 Thereafter Total Riverwalk (a) 100% 2045-2046 $ 405 $ 405 $ 1,730 $ 38,549 $ 40,684 Seaport 100% 2031 (b) 566 566 2,288 216,489 219,343 Kewalo Basin Harbor 100% 2049 — — 300 8,000 8,300 $ 971 $ 971 $ 4,318 $ 263,038 $ 268,327 (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. Summary of Ground Leases
HowardHughes.com 281.719.6100 31 Impact of COVID-19 thousands except percentages Billed Rent Comparison OPR SEA Q1 2020 Billed Rent $ 96,176 $ 4,951 Difference from Q1 2020 to Q3 2021 in Billed Rent 1.6 % 29.0 % Q1 2020 Net Recurring Revenues $ 89,610 $ 4,676 Difference from Q1 2020 to Q3 2021 in Net Recurring Revenues 4.5 % 22.9 % thousands Q3 2021 Bad Debt Breakout OPR SEA Bad Debt Type Billed Rent Deemed Uncollectible - Operating Tenants $ 3,679 $ 640 Billed Rent Deemed Uncollectible - Tenants Declared Bankruptcy 391 — Cash Impact 4,070 640 Recovery of Previous Bad Debt, net of Increase in Reserve (4,286) (333) Increase (Reduction) in Straight-Line Rent Reserve (542) (132) Total Bad Debt Expense $ (758) $ 175 thousands Q3 2021 Revenue Breakdown OPR SEA Billed Rent $ 97,720 $ 6,387 Billed Rent Deemed Uncollectible (4,070) (640) Recovery of Previous Bad Debt, net of Increase in Reserve 4,286 333 Other Revenues 27,943 15,062 Total Revenues $ 125,879 $ 21,142 Total Revenues $ 125,879 $ 21,142 Recovery of Previous Bad Debt, net of Increase in Reserve (4,286) (333) Other Revenues (27,943) (15,062) Net Recurring Revenue $ 93,650 $ 5,747
HowardHughes.com 281.719.6100 32 Stabilized - Properties in the Operating Assets and Seaport 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 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 segments for which construction has commenced as of September 30, 2021, 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 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. Estimated Stabilized NOI - Stabilized NOI is initially projected prior to the development of the asset based on market assumptions and is revised over the life of the asset as market conditions evolve. On a quarterly basis, each asset’s Annualized NOI is compared to its projected Stabilized NOI and Stabilization Date in conjunction with forecast data to determine if an adjustment is needed. Adjustments to Stabilized NOI are made when changes to the asset's long-term performance are thought to be more than likely and permanent. Projected Stabilized Dates are adjusted when the asset is believed to reach its Stabilized NOI prior to or later than originally assumed. Remaining Development Costs - Development costs and related debt held for projects that are under construction or substantially complete and in service in the Operating Assets or the Seaport segment but have not reached stabilized occupancy status are disclosed on the Summary of Remaining Development Costs slide if the project has more than $1.0 million of estimated costs remaining to be incurred. The total estimated costs and costs paid are prepared on a cash basis to reflect the total anticipated cash requirements for the projects. Projects not yet under construction are not included. DefinitionsDefinitions
HowardHughes.com 281.719.6100 33 Reconciliation of Non-GAAP Measures (a) EBT excludes corporate expenses and other items that are not allocable to the segments. (b) During the third quarter of 2020, 110 North Wacker was completed and placed in service, resulting in the deconsolidation of 110 North Wacker and subsequent treatment as an equity method investment. The Company's share of NOI related to 110 North Wacker is calculated using our stated ownership of 23% and does not include the impact of the partnership distribution waterfall. Reconciliation of Non-GAAP Measures Reconciliation of Operating Assets segment EBT to Total NOI: thousands Q3 2021 Q2 2021 Q1 2021 Q4 2020 Q3 2020 YTD Q3 2021 YTD Q3 2020 Operating Assets segment EBT (a) $ 24,905 $ (8,517) $ (31,784) $ (32,294) $ (28,831) $ (15,396) $ (53,717) Add back: Depreciation and amortization 44,224 39,975 39,651 46,845 41,395 123,850 115,479 Interest (income) expense, net 18,027 18,152 19,000 21,070 21,045 55,179 70,341 Equity in (earnings) losses from real estate and other affiliates 15,108 10,419 11,404 13,197 (962) 36,931 (5,831) (Gain) loss on sale or disposal of real estate and other assets, net (39,141) — — — (108) (39,141) (38,232) (Gain) loss on extinguishment of debt 573 46 836 — 1,521 1,455 1,521 Provision for impairment — — — — — — 48,738 Impact of straight-line rent (936) (3,987) (5,107) (3,045) 1,766 (10,030) (4,585) Other 215 100 10,139 (24) 69 10,454 123 Operating Assets NOI - Consolidated 62,975 56,188 44,139 45,749 35,895 163,302 133,837 Redevelopments 110 North Wacker (b) — — — — (11) — — Operating Asset Redevelopments NOI — — — — (11) — — Dispositions Hospitality Properties (2,348) (2,721) 147 236 (626) (4,922) (3,163) 100 Fellowship Drive — — — 1 38 — (1,012) Elk Grove — — 100 — — 100 — Operating Asset Dispositions NOI (2,348) (2,721) 247 237 (588) (4,822) (4,175) Consolidated Operating Assets NOI excluding properties sold or in redevelopment 60,627 53,467 44,386 45,986 35,296 158,480 129,662 Company's Share NOI - Equity Investees (b) (47) 1,690 385 1,362 2,315 2,028 6,388 Distributions from Summerlin Hospital Investment — — 3,755 — — 3,755 3,724 Total Operating Assets NOI $ 60,580 $ 55,157 $ 48,526 $ 47,348 $ 37,611 $ 164,263 $ 139,774
HowardHughes.com 281.719.6100 34 Reconciliation of Seaport segment EBT to Total NOI: thousands Q3 2021 Q2 2021 Q1 2021 Q4 2020 Q3 2020 YTD Q3 2021 YTD Q3 2020 Seaport segment EBT (a) $ (14,929) $ (12,869) $ (12,474) $ (11,730) $ (27,646) $ (40,272) $ (88,238) Add back: Depreciation and amortization 9,087 7,004 6,835 6,777 7,174 22,926 34,825 Interest (income) expense, net (377) (187) (102) 22 2,811 (666) 12,490 Equity in (earnings) losses from real estate and other affiliates 1,009 336 352 328 288 1,697 8,964 (Gain) loss on extinguishment of debt — — — 3 11,645 — 11,645 Impact of straight-line rent 398 463 404 441 1,027 1,265 2,360 Other (income) loss, net (b) 1,287 978 741 1,114 (1,398) 3,006 4,525 Seaport NOI - Consolidated (3,525) (4,275) (4,244) (3,045) (6,099) (12,044) (13,429) Company's Share NOI - Equity Investees (38) (147) (135) (124) (106) (320) (787) Total Seaport NOI $ (3,563) $ (4,422) $ (4,379) $ (3,169) $ (6,205) $ (12,364) $ (14,216) Reconciliation of Non-GAAP Measures (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 in the first quarter of 2020, and income related to inventory liquidation sales in the third quarter of 2020. Reconciliation of Non-GAAP Measures (con't)
HowardHughes.com 281.719.6100 35 Reconciliation of Non-GAAP Measures (con't) Reconciliations of Non-GAAP Measures thousands Three Months Ended September 30, Nine Months Ended September 30, Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue 2021 2020 2021 2020 Total residential land sales closed in period $ 48,807 $ 31,059 $ 140,069 $ 117,926 Total commercial land sales closed in period 2,693 69 10,129 2,164 Net recognized (deferred) revenue: Bridgeland 269 — (1,802) (305) Summerlin (2,991) 5,810 (4,842) 13,165 Total net recognized (deferred) revenue (2,722) 5,810 (6,644) 12,860 Special Improvement District bond revenue 7,527 2,310 8,570 3,103 Total land sales revenue - GAAP basis $ 56,305 $ 39,248 $ 152,124 $ 136,053 thousands Three Months Ended September 30, Nine Months Ended September 30, Reconciliation of MPC Segment EBT to MPC Net Contribution 2021 2020 2021 2020 MPC segment EBT $ 54,120 $ 36,621 $ 187,306 $ 122,929 Plus: Cost of sales - land 23,419 15,899 63,928 58,560 Depreciation and amortization 102 91 272 273 MUD and SID bonds collections, net (3,669) (101) (1,068) 5,957 Distributions from real estate and other affiliates 10,000 1,186 111,672 3,531 Less: MPC development expenditures (89,257) (43,833) (215,559) (160,217) Equity in (earnings) losses in real estate and other affiliates (8,277) 1,563 (54,568) (4,403) MPC Net Contribution $ (13,562) $ 11,426 $ 91,983 $ 26,630 thousands Three Months Ended September 30, Nine Months Ended September 30, Reconciliation of Segment EBTs to Net Income 2021 2020 2021 2020 Operating Assets segment EBT $ 24,905 $ (28,831) $ (15,396) $ (53,717) MPC segment EBT 54,120 36,621 187,306 122,929 Seaport segment EBT (14,929) (27,646) (40,272) (88,238) Strategic Developments segment EBT (6,793) 274,582 (26,563) 168,658 Consolidated segment EBT 57,303 254,726 105,075 149,632 Corporate income, expenses and other items (55,186) (90,724) (167,500) (144,815) Net income (loss) 2,117 164,002 (62,425) 4,817 Net (income) loss attributable to noncontrolling interests 1,936 (24,292) 4,725 (24,325) Net income (loss) attributable to common stockholders $ 4,053 $ 139,710 $ (57,700) $ (19,508)