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 7, 2013

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)

One Galleria Tower

13355 Noel Road, 22nd Floor

Dallas, Texas  75240

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (214) 741-7744

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                                           Results of Operations and Financial Condition

The information contained in this Current Report 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.

On November 7, 2013, The Howard Hughes Corporation (the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended September 30, 2013.  A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01              Financial Statements and Exhibits.

(d)           Exhibits

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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.

Date:      November 7, 2013

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Exhibit 99.1

THE HOWARD HUGHES CORPORATION REPORTS THIRD QUARTER 2013 RESULTS

Third Quarter Highlights

·                  Third quarter 2013 net income was $11.1 million, excluding the $(4.5) million non-cash warrant loss and $0.7 million non-cash gain relating to an increase in the tax indemnity receivable, compared to the third quarter 2012 net income of $17.8 million, excluding the $(64.3) million non-cash warrant loss and $(2.9) million non-cash reduction in the tax indemnity receivable.

·                  Master Planned Community (“MPC”) land sales increased 35.9% to $54.9 million for the third quarter 2013 compared to $40.4 million for the third quarter 2012 resulting primarily from increases at our Summerlin MPC.

·                  The Summerlin MPC in Las Vegas increased land sales for the three and nine months ended September 30, 2013 by 284.3% and 190.0% to $29.7 million and $82.1 million, respectively, compared to $7.7 million and $28.3 million for the same periods in 2012.

·                  Net operating income (“NOI”) for our income-producing Operating Assets decreased $5.6 million to $10.5 million for the third quarter 2013, compared to $16.1 million for the third quarter 2012.  Third quarter 2013 results include a $(5.4) million negative NOI impact from Superstorm Sandy at South Street Seaport and a $(0.6) million negative impact resulting from the redevelopment of The Woodlands Resort and Conference Center.  We expect that substantially all of the lost income caused by the storm will be covered by insurance.

·                  Opened One Hughes Landing, a 197,000 square foot Class A office building located in the Hughes Landing mixed use development at The Woodlands, in September 2013.  The property is 92% leased.

·                  Began construction on Two Hughes Landing, a 197,000 square foot Class A office building at Hughes Landing which is scheduled for completion in the spring of 2014. Closed on a $41.2 million non-recourse* construction financing at LIBOR plus 2.65%.

·                  Began construction activities relating to the Pier 17 redevelopment at South Street Seaport during October 2013.

·                  Extended and modified The Woodlands Master Credit Facility to reduce its interest rate to LIBOR plus 2.75% with no minimum rate from LIBOR plus 4.00% with a 5.00% minimum rate.  The final maturity was extended to August 2018 from March 2015.

·                  Sold Rio West Mall for net cash proceeds of $10.8 million on September 30, 2013 generating a $0.6 million pre-tax gain.

·                  Issued $750.0 million of senior notes on October 2, 2013, raising $739.6 million of net cash proceeds.  The notes bear interest at 6.875% and mature October 1, 2021.  Pro forma for the issuance, we had approximately $950.4 million of unrestricted cash at September 30, 2013.

*Non-recourse debt means that the debt is non-recourse to The Howard Hughes Corporation, but is recourse to the asset securing such debt and/or the subsidiary entity owning such asset.

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DALLAS, November 7, 2013 - The Howard Hughes Corporation (NYSE: HHC) or (the “Company”) today announced its results for the third quarter 2013.

For the three months ended September 30, 2013, net income attributable to common stockholders was $7.3 million, or $0.17 per diluted common share, compared with net loss attributable to common stockholders of $(49.4) million, or $(1.30) per diluted common share for the three months ended September 30, 2012.  Third quarter 2013 net income attributable to common stockholders includes a $(4.5) million non-cash warrant loss and $0.7 million non-cash gain relating to an increase in the tax indemnity receivable.  Excluding these non-cash charges, net income attributable to common stockholders was $11.1 million or $0.26 per diluted common share for the third quarter 2013.  Excluding the $(64.3) million non-cash warrant loss and $(2.9) million non-cash reduction in tax indemnity receivable, net income attributable to common stockholders was $17.8 million, or $0.43 per diluted common share for the third quarter 2012.

On October 2, 2013, we completed an offering of $750 million of 6.875% senior notes maturing October 2021.  The offering was upsized by 50% from the initial $500 million offered due to strong investor demand.  Net proceeds of $739.6 million will be used to fund development activities, acquisitions and for general corporate purposes.  The notes contain no financial maintenance covenants and are rated Ba3/B by Moody’s Investors Service and Standard & Poor’s, respectively.  Pro forma for the transaction, we had approximately $950.4 million of unrestricted cash on hand based upon our cash balance at September 30, 2013.

David R. Weinreb, CEO of The Howard Hughes Corporation, stated, “I am pleased with the accomplishments that our Company has made on the development and capital markets fronts over the past few months.  The launch of construction activities at the South Street Seaport is an important milestone for the transformation of this irreplaceable asset.  Our MPCs in Houston and Las Vegas continue to show the benefits of having the dominant and most desirable communities in their respective markets, with strong housing and commercial demand driving significant increases in land prices and revenues.  The new capital raised in the corporate bond market provides us enormous flexibility in executing on and achieving our business plan.”

Business Segment Operating Results

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

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Master Planned Communities

Land sales in our MPC segment, excluding deferred land sales and other revenue, increased $14.5 million, or 35.9%, to $54.9 million for the three months ended September 30, 2013 compared to the three months ended September 30, 2012. The increase in revenues was primarily a result of a $22.0 million increase in Summerlin residential lot sales partially offset by the $5.3 million decrease in commercial sales at the Columbia, Maryland community.

Summerlin continues to experience a strengthening housing market.  New housing demand and a scarcity of attractive land, combined with decreasing available existing inventory for both new and resale homes in the Las Vegas valley, are driving significant increases in land prices.  Builder activity is strong at Summerlin as sales by homebuilders increased 19.5% with 153 new home sales during the third quarter 2013 compared to 128 for the same period in 2012. Summerlin’s land sale pipeline remains robust, with 377 residential lots under contract of which 225 lots are scheduled to close in 2013, providing an estimated $23.9 million of revenues. The remaining 152 lots are scheduled to close in 2014 and 2015, providing an estimated $29.1 million of revenues.   Summerlin’s average sale price per acre for superpad sites increased 57.1% to $363,000 per acre for the third quarter 2013 compared to $231,000 per acre for the third quarter 2012.

The Woodlands residential land sale revenues for the three months ended September 30, 2013 were $19.3 million compared to $19.9 million for the third quarter 2012.  Average price per acre increased 73.2% to approximately $658,000 from $380,000, while total acreage sold decreased to 29.3 acres for the third quarter 2013 compared to 52.3 acres for the third quarter 2012.  Volume of residential land sales is driven primarily by timing of land auctions and related takedown schedules.  As of September 30, 2013, we had 388 residential lots under contract and expect 103 to close in 2013 which will generate $18.8 million of revenue.  The remaining 285 lots are projected to close in 2014 and 2015, providing an estimated $51.7 million of revenue.  Commercial and other land sales were $1.5 million for the third quarter 2013 compared to $1.3 million for the third quarter 2012.  We expect future commercial land sales revenues to be uneven because our strategy is to hold and develop in the vicinity of The Woodlands Town Center and opportunistically sell commercial land in outer areas of the MPC.

Bridgeland’s land sale revenues for the three months ended September 30, 2013 were $4.4 million  compared to $6.2 million for the third quarter 2012.  The average price per residential lot increased 3.4% to $61,000. Bridgeland also sold 16.6 acres of commercial land for $2.6 million during the third quarter 2013.  The increase in per lot price and decrease in sales were due to the mix of lots sold and the low level of lot availability in the Bridgeland community, with only 13 lots remaining in inventory as of September 30, 2013. New residential lot development has been delayed while we pursue a permit from the U.S. Army Corps of Engineers to develop an additional 806 acres of land in Bridgeland

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

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Operating Assets

NOI from our combined retail, office and resort and conference center and multi-family properties was $10.5 million for the three months ended September 30, 2013 compared to NOI of $16.1 million for the three months ended September 30, 2012. We refer to these properties as our “income-producing Operating Assets.”  These amounts include our share of NOI from our non-consolidated ventures of $0.5 million and $0.3 million for the same periods.  The $(5.6) million decrease in NOI for the third quarter 2013 compared to the third quarter 2012 is attributable primarily to the $(5.4) million decrease in NOI at South Street Seaport principally due to Superstorm Sandy and a $(0.6) million negative impact from redevelopment of The Woodlands Resort and Conference Center.

Our South Street Seaport property continues to partially operate while remediation and repairs from Superstorm Sandy continue.  We believe that our insurance will cover substantially all of the cost of repairing the property and will also compensate us for any income that has been lost as a result of the storm.  During the third quarter 2013, we received $5.0 million of insurance proceeds and recognized a $3.0 million pre-tax gain.  This amount is excluded from NOI and included in other income in our consolidated statement of operations.  Additionally, in May 2013 we launched the SEE/CHANGE seasonal programming, which is part of the Seaport’s ongoing revitalization efforts to recover from Superstorm Sandy. Most of the leasable space has remained vacant in advance of the redevelopment of Pier 17 and renovation of the historic buildings on the site.  On October 17, 2013, we held the groundbreaking ceremony to celebrate the start of the Pier 17 development, which is expected to be completed in 2016.

Riverwalk Marketplace is undergoing a redevelopment and conversion into an upscale urban outlet center — The Outlet Collection at Riverwalk. Construction began in June 2013 and the property is expected to reopen in the second quarter of 2014.  During the redevelopment, approximately 6,000 square feet of space will remain occupied and operating.  The property is 94% pre-leased and total project costs are expected to total approximately $82 million.  As of September 30, 2013, we incurred $16.8 million of development costs, of which $1.0 million represented demolition costs, which are expensed as incurred.  During October 2013, we closed on a $64.4 million construction financing at LIBOR plus 2.75% having an October 2016 initial maturity date with two one-year extension options.

The Woodlands Resort and Conference Center third quarter 2013 NOI was $0.8 million compared to $1.4 million for the third quarter 2012.  During the first quarter 2013, we began a $75 million renovation and redevelopment of the property.  The ongoing renovation has negatively impacted NOI primarily by lowering group sales business compared to third quarter 2012.  The renovation is expected to be completed by summer 2014. We have incurred $16.0 million of development costs as of September 30, 2013.

3 Waterway Square, our 232,000 square foot Class A office building in The Woodlands that was put into service in June 2013, contributed $0.5 million in NOI during the third quarter 2013.  The building is 97% leased and is expected to generate approximately $6.0 million of annual NOI by the first quarter 2014 based on in-place leases.  As of September 30, 2013 we have incurred $46.0 million of development costs and expect to incur $5.4 million to complete the project.  During August 2013, we closed on a $52.0 million 15-year non-recourse mortgage financing at 3.94% that refinanced the $43.3 million construction loan on the building.

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Hughes Landing, our 66 acre mixed-use development located in The Woodlands, will feature up to 11 office buildings with shopping, dining, lodging and up to 1,500 multi-family residences.   One Hughes Landing, a 197,000 square foot Class A office building and our first at Hughes Landing, was put into service during September 2013 and is 92% leased.  The building is expected to generate approximately $5.8 million of stabilized annual NOI by the second quarter 2014 based on in-place leases. As of September 30, 2013, we have incurred $32.1 million of development costs and expect to incur an additional $17.5 million to complete the project.

Strategic Developments

During the third quarter 2013, the Hawai’i Community Development Authority (“HDCA”) approved permits for the first two market-rate condominium towers and a workforce condominium tower at Ward Village.  The market-rate towers are currently expected to contain 482 residences and the workforce tower may contain up to 424 residences.  We expect to begin pre-sales on the market-rate towers by the end of 2013.  The $24 million renovation to convert a portion of our IBM office building into a world-class sales center for the entire project is currently underway and on track for a fourth quarter 2013 completion.  As of September 30, 2013, we had incurred $13.4 million of development costs for the renovation project.

Construction at ONE Ala Moana, a 206-unit luxury condominium tower being developed in a 50/50 joint venture, is now 31% complete with an expected opening in the fourth quarter of 2014.  For the three months ended September 30, 2013, we recognized $0.4 million of income relating to a portion of the then remaining $8.5 million deferred gain from the sale of our condominium rights and $2.7 million in earnings from Real Estate Affiliates related to our interest in the joint venture’s income.  The joint venture uses the percentage of completion method for recognizing condominium development income.

Construction is on schedule at our 1.6 million square foot Shops at Summerlin mixed-use project.  Development costs are expected to total approximately $391 million with a fourth quarter 2014 targeted opening date. Through September 30, 2013, we have incurred approximately $52.5 million of development costs for this project.

The Metropolitan 50/50 joint venture with Kettler Inc. (formerly Columbia Parcel D), which is developing a 380-unit Class A apartment building in downtown Columbia, Maryland, closed a seven-year, $64.1 million, non-recourse construction loan at LIBOR plus 2.40% during the third quarter 2013.  Upon loan closing, we received a $7.0 million cash distribution and recognized a $0.7 million gain representing the sale of 50% of our interest in the land contributed to the joint venture in 2012. The total project budget is approximately $77 million and is expected to be completed by the end of 2014.

On October 4, 2013, we entered into a new 50/50 joint venture with our partner in The Metropolitan project to develop a 437-unit Class A apartment building on the adjacent five acres called Parcel C. Upon the closing of a construction loan, we will contribute land to the joint venture valued at $23.4 million having an estimated $4.0 million book value as of September 30, 2013.

Construction of Two Hughes Landing, a 197,000 square foot Class A office building being built adjacent to One Hughes Landing, began during the third quarter 2013.   We also closed a $41.2 million non-recourse construction loan for the project at LIBOR plus 2.65% having a September 2016 initial maturity

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date with two one-year extension options.  As of September 30, 2013, we have incurred approximately $10.0 million of the estimated $49 million total development cost and expect to complete the building in the second quarter of 2014.

During October 2013, we began construction on two other projects within Hughes Landing.  Hughes Landing Retail, which is 44% pre-leased, will contain approximately 122,000 square feet of specialty retail and restaurants anchored by Whole Foods.  This project is expected to have $36 million of total development costs and be completed in the fourth quarter of 2014.  We also began construction on a 390-unit, Class A multi-family project that includes 22,000 square feet of retail overlooking Lake Woodlands.  The project is expected to cost $87 million and be completed in early 2015.

About The Howard Hughes Corporation

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

Safe Harbor Statement

Statements made in this press release that are not historical facts, including statements accompanied by words such as “will,” “believe,” “expect,” “enables,” “realize,” “plan,” “intend,” “transform” and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s expectations, estimates, assumptions and projections as of the date of this release and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially are set forth as risk factors in The Howard Hughes Corporation’s filings with the Securities and Exchange Commission, including its Quarterly and Annual Reports.  We caution you not to place undue reliance on the forward-looking statements contained in this release and do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

For more information, contact:

The Howard Hughes Corporation

Caryn Kboudi, 214-741-7744

caryn.kboudi@howardhughes.com

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THE HOWARD HUGHES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

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THE HOWARD HUGHES CORPORATION

CONSOLIDATED BALANCE SHEETS

UNAUDITED

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Supplemental Information

September 30, 2013

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

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