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): August 7, 2014

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 August 7, 2014, The Howard Hughes Corporation (the “Company”) issued a press release announcing the Company’s financial results for the second quarter ended June 30, 2014. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2014

3

Exhibit 99.1

THE HOWARD HUGHES CORPORATION REPORTS SECOND QUARTER 2014 RESULTS

Second Quarter Highlights

·                  Second quarter 2014 net income increased 50.8%, or $21.4 million to $63.5 million, excluding the $(67.4) million non-cash warrant loss and $(10.9) million non-cash reduction in the tax indemnity receivable, compared to the second quarter 2013 net income of $42.1 million, excluding the $(111.2) million non-cash warrant loss and $(7.5) million non-cash reduction in the tax indemnity receivable.

·                  Master Planned Community (“MPC”) land sales increased 123.3% to $151.2 million for the second quarter 2014 compared to $67.7 million for the second quarter 2013 due primarily to $88.0 million of commercial land sales at The Woodlands in the second quarter 2014.  Average price per superpad acre sold at Summerlin increased 40.3% to $519,000 for the second quarter 2014 compared to $370,000 for the second quarter 2013.

·                  Net operating income (“NOI”) for our income-producing Operating Assets increased 15.9% to $18.2 million for the second quarter 2014, compared to $15.7 million for the second quarter 2013.  South Street Seaport NOI has been excluded from income-producing Operating Assets NOI because it is substantially shut down and under redevelopment.

·                  HHC announced the October 9, 2014 opening date for Downtown Summerlin, our 1.6 million square foot mixed-use development in the heart of the Summerlin MPC.

·                  HHC began construction on the 171-unit Waiea condominium tower at Ward Village. Waiea is expected to be completed by the end of 2016.

·                  HHC announced a joint venture with Discovery Land Company, the world’s leading developer of private clubs and luxury communities, to develop an exclusive luxury community on approximately 550 acres of our land within the Summerlin MPC.

·                  HHC started construction of a 40,000 square foot Whole Foods Market in Hughes Landing with an expected opening date by mid-2015.

·                  HHC acquired approximately 1,343 acres of undeveloped land located 13 miles north of The Woodlands and adjacent to Interstate 45 for $67.3 million, and have under contract 652 adjacent acres. We plan to develop over 4,600 single family residential lots on the combined properties with the first lots expected to be delivered in 2016.

·                  HHC closed a $20.0 million non-recourse refinancing for the 70 Columbia Corporate Center office building in Columbia, MD. The loan is at LIBOR plus 2.25% with a July 2019 final maturity date.

·                  HHC closed a $143.0 million non-recourse construction financing for two Class A office buildings totaling 647,000 square feet.  The loan is at LIBOR plus 1.90% with a June 2019 final maturity date.  ExxonMobil has pre-leased 478,000 square feet and has an option for the remainder of the space.

·                  HHC closed a $311.8 million financing for the construction of the Downtown Summerlin development.  At closing we received $106.5 million of net proceeds representing a portion of the development costs invested in the project by us prior to closing on the loan.  The loan is at LIBOR plus 2.25% with a July 2019 final maturity date.

·                  HHC commenced construction of a 302-room Westin Hotel overlooking The Woodlands Waterway in the Woodlands Town Center.  The hotel is expected to be completed and open in the fourth quarter of 2015.

·                  HHC acquired the fee interest underlying our 110 N. Wacker office building for $12.3 million on July 18, 2014.

·                  HHC sold Redlands Mall, a non-core retail asset, for $6.9 million on July 25, 2014.  The gain on the sale is expected to be immaterial.

*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.

DALLAS, August 7, 2014 - The Howard Hughes Corporation (NYSE: HHC) or (the “Company” or “we”) today announced its results for the second quarter 2014.

For the three months ended June 30, 2014, net loss attributable to common stockholders was $(14.8) million, or $(0.37) per diluted common share, compared with net loss attributable to common stockholders of $(76.6) million, or $(1.94) per diluted common share for the three months ended June 30, 2013.  Second quarter 2014 net loss attributable to common stockholders includes a $(67.4) million non-cash warrant loss and a $(10.9) million non-cash reduction in the tax indemnity receivable.  Excluding these non-cash charges, net income attributable to common stockholders was $63.5 million or $1.48 per diluted common share for the second quarter 2014.  Excluding the $(111.2) million non-cash warrant loss and $(7.5) million non-cash reduction in tax indemnity receivable, net income attributable to common stockholders was $42.1 million, or $1.00 per diluted common share for the second quarter 2013.

Beginning with our June 30, 2014 financial results, we are presenting our development-related marketing costs separately on our statement of operations.  These costs relate to active development projects but, similar to demolition costs, are expensed as incurred rather than capitalized.  Development-related marketing costs increased $4.6 million to $5.3 million for the three months ended June 30, 2014 compared to $0.7 million for the same period in 2013. The increases are primarily due to development activities at the South Street Seaport, Ward Village and the Outlet Collection at Riverwalk.

David R. Weinreb, CEO of The Howard Hughes Corporation, stated, “The grand opening of the Outlet Collection at Riverwalk this quarter highlights our ability to transform an underappreciated asset into what we believe will be a very successful high-end urban outlet center.  The development required imagination, determination and skill in dealing with multiple constituencies to transform a building originally constructed for the 1984 World’s Fair into a destination shopping location for New Orleans residents and tourists.   Over one million people have visited the property since its grand opening, and early results from our retailers indicate their store performance is significantly exceeding expectations.”

2

Mr. Weinreb continued, “The MPC business again delivered impressive results.  Land prices in Houston and Las Vegas continue to increase, driven primarily by a scarcity of supply and also, in the case of Houston, very strong population and economic growth.  We remain optimistic that the trend will continue and that the completion of our Downtown Summerlin development will further positively differentiate our MPC from the rest of the Las Vegas market.”

Business Segment Operating Results

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

Master Planned Communities Highlights

Land sales in our MPC segment, excluding deferred land sales and other revenue, increased 123.3%, or $83.5 million, to $151.2 million for the three months ended June 30, 2014, as compared to $67.7 million for the same period in 2013.

The Woodlands land sales increased $65.0 million, or 156.3%, to $106.6 million for the three months ended June 30, 2014 compared to $41.6 million for the same period in 2013. The increase was due primarily to higher commercial land sales of $88.0 million for the three months ended June 30, 2014, including a $70.6 million sale of 58.9 acres to a major hospital and the sale of three retail sites for $17.4 million, compared with no commercial land sales in the second quarter 2013.  This increase was partially offset by lower residential land sales of $22.8 million for the three months ended June 30, 2014, primarily due to the timing of lot deliveries which can vary significantly from quarter to quarter. The market for residential land in The Woodlands remains strong. The average price per detached single family acre at The Woodlands increased 10.0%, or $62,000 to $683,000 for the three months ended June 30, 2014 compared to $621,000 for the same period in 2013.  Average price per detached single family finished lot decreased slightly from $168,000 to $163,000 due to smaller average lot sizes sold in the second quarter 2014 compared to second quarter 2013.

Bridgeland land sales increased $4.8 million, or 252.6%, to $6.7 million for the three months ended June 30, 2014, compared to $1.9 million for the same period in 2013. The increase in lot sales revenues for the three months ended June 30, 2014, compared to the same period in 2013, relates primarily to our now having the ability to develop new lots now that we have received a long anticipated wetlands permit in early 2014.  Finished lot development will continue to increase significantly throughout 2014, with lot sales expected to be weighted toward the fourth quarter. In the second quarter of 2014, we received bids from, and subsequently contracted with, homebuilders for the sale of 509 lots at an average price of $90,000 per lot, approximately 17.4% higher than the average finished lot prices during 2013, of which we currently expect 429 of these lots to close in 2014.

3

Summerlin’s land sales revenue increased $13.6 million, or 56.1%, to $37.9 million for the three months ended June 30, 2014, compared to $24.3 million for the same period in 2013, primarily resulting from a 40.3% increase in the average price per superpad acre sold during this period. Homebuilder demand for land in Summerlin continues to remain strong.  The average price per superpad acre increased $149,000 to $519,000 for the three months ended June 30, 2014, compared to $370,000 for the same period in 2013.  Increasing land prices are primarily due to a scarcity of attractive developable residential land in the Las Vegas market, the continued growth in demand for new housing, and the low levels of inventory held by Summerlin homebuilders.

In May 2014, we acquired 1,343 acres of undeveloped land located 13 miles north of The Woodlands for approximately $67.3 million and entered in to a contract to acquire an additional 652 adjacent acres from a different seller.  The second purchase is expected to close in September 2014. We have preliminarily planned for approximately 1,834 acres of residential and 161 acres of commercial development on the combined sites, and currently estimate that the residential acres will yield over 4,600 lots. The first lots are expected to be finished and sold in 2016.  The actual timing of development and sellout will be subject to several conditions, including market demand for residential lots and commercial properties.

During the second quarter 2014, we announced a joint venture with Discovery Land Company, a leading developer of private clubs and luxury communities, to develop an exclusive luxury community on approximately 550 acres of land within the Summerlin MPC. Formalization of the venture, economics and commencement of development are subject to a number of conditions, including mapping and obtaining entitlements for the land to be contributed to the venture.  Assuming successful completion of these conditions, development is expected to begin in mid-2015 with the first lot and home sales expected to begin in late 2015.

Operating Assets Highlights

NOI from our combined retail, office and resort and conference center and multi-family properties was $18.2 million for the three months ended June 30, 2014 as compared to NOI of $15.7 million for the three months ended June 30, 2013. We refer to these properties as our “income-producing Operating Assets.”  These amounts include our share of NOI from our non-consolidated ventures of $0.8 million and $0.4 million for the three months ended June 30, 2014 and 2013, respectively, and exclude NOI for all periods from properties that are substantially closed for redevelopment and/or were sold during the period.  Increases in NOI of $3.0 million attributable to placing One Hughes Landing and 3 Waterway Square into service in 2013 and smaller increases totaling $2.2 million from various other properties and our non-consolidated ventures were partially offset by lower NOI at The Woodlands Resort & Conference Center of $(1.6) million due to ongoing renovation and redevelopment and a $(1.1) million lease termination fee at the Outlet Collection at Riverwalk.

In May of 2014, we opened the Outlet Collection at Riverwalk, an urban upscale outlet center located in New Orleans, Louisiana. We believe the Outlet Collection at Riverwalk is the nation’s first outlet center located in the downtown of a major city. The redevelopment features a tenant mix of top national retailers with established outlet stores, local retailers, several dining and entertainment options and an expansion of the current leasable area by approximately 50,000 square feet to 250,000 square feet. At opening, the center was 99.2% leased. Total development costs are expected to be approximately $84 million

4

(exclusive of our land value).  As of June 30, 2014, we have incurred $74.9 million of development costs of which $1.0 million were demolition costs that we expensed as incurred.  The project is financed by a $64.4 million partial recourse construction loan bearing interest at one-month LIBOR plus 2.75% with a final maturity date of October 2018.  We expect the property to reach stabilized annual NOI of approximately $7.8 million, based on leases in place, by early 2017.

The South Street Seaport continues to partially operate while redevelopment of Pier 17 is underway and remediation and repairs to the historic area from Superstorm Sandy continue.  During the second quarter 2014, we received $5.3 million of insurance proceeds, which are excluded from NOI and recognized as other income in our Condensed Consolidated Statement of Operations.  We have received a total of $47.5 million of insurance proceeds from the inception of this claim through August 6, 2014 and are continuing to work with the insurance carriers to resolve the balance of our claim.

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

Strategic Developments Highlights

Pre-sales for the first two market-rate residential condominium towers at Ward Village began on February 1, 2014.  Pre-sales are subject to a 30-day rescission period, and the buyers are required to make a deposit equal to 5% of the purchase price at signing and an additional 5% deposit 30 days later at which point their total deposit of 10% of the purchase price becomes non-refundable. Buyers are required to make an additional 10% deposit within approximately four months of signing.  As of August 1, 2014, we had received $122 million of buyer deposits, representing $738 million of gross sales revenue assuming the buyers close on the units when completed. As of August 1, 2014, approximately 65% of the 482 total units in the two towers have been contracted and passed their 30-day rescission period for which the buyers have made 10% non-refundable deposits (71% in the Waiea tower and 61% in the Anaha tower).  Including signed contracts that have not passed their 30-day rescission period, approximately 72% of total units have been sold (80% in Waiea and 68% in Anaha).

Construction at ONE Ala Moana, a 206-unit luxury condominium tower being developed in a 50/50 joint venture, is now 70% complete with an expected opening in the fourth quarter of 2014.  For the three months ended June 30, 2014 our share of One Ala Moana’s earnings, which are recorded on a percentage of completion basis, was $5.7 million.

Construction is on schedule at our 1.6 million square foot Downtown Summerlin mixed-use project which is scheduled to open on October 9, 2014.  Development costs are expected to total approximately $391 million, of which $259.7 million has been incurred through June 30, 2014.  On July 15, 2014 we closed on a three year $312 million partial recourse construction loan bearing interest at one-month LIBOR plus

5

2.25% with a final maturity date of July 2019, and received $106.5 million of net cash proceeds at closing.

In June 2014, we began construction on The Westin, The Woodlands, a 302-room hotel to be developed, owned and managed by us. The hotel will be located within The Woodlands Town Center and will overlook Woodlands Waterway.  It will also feature a 150-seat restaurant, lobby bar and second level pool deck and bar, with direct access to The Fountains at Waterway Square. Total development costs are expected to be approximately $97 million when the project is completed at the end of 2015, and we have incurred $6.3 million of development costs through June 30, 2014. On August 6, 2014, we closed on a $69.3 million non-recourse construction loan at one-month LIBOR plus 2.65% with a final maturity date of August 2019.

As of June 30, 2014, we have incurred $29.9 million of development costs for the construction of Two Hughes Landing, the second Class A office building in Hughes Landing.  Total development costs are expected to be approximately $49 million and we expect construction to be completed during the third quarter of 2014.  As of August 1, 2014, the project is 62.7% pre-leased.

As of June 30, 2014, we have incurred $14.1 million of development costs for the construction of Hughes Landing Retail, the 123,000 square foot retail component of Hughes Landing. Total development costs are expected to be approximately $36.6 million.  The first phase of the project is expected to be completed in the fourth quarter of 2014 with the majority of the restaurants on restaurant row opening during the first quarter 2015. As of August 1, 2014, the project is 57.1% pre-leased.

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

About The Howard Hughes Corporation

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

6

Safe Harbor Statement

Statements made in this press release that are not historical facts, including statements accompanied by words such as “will,” “believe,” “expect,” “enables,” “realize,” “plan,” “intend,” “assume,” “transform” and other words of similar expression, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements are based on management’s expectations, estimates, assumptions and projections as of the date of this release and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially are set forth as risk factors in The Howard Hughes Corporation’s filings with the Securities and Exchange Commission, including its Quarterly and Annual Reports. These factors include (1) the percentage of buyers who made the non-refundable deposits who close on their units and (2) whether tenants exercise their option to take additional space in our property. We caution you not to place undue reliance on the forward-looking statements contained in this release and do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release except as required by law.

For more information, contact:

The Howard Hughes Corporation

Caryn Kboudi, 214-741-7744

caryn.kboudi@howardhughes.com

7

THE HOWARD HUGHES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

8

THE HOWARD HUGHES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

9

Supplemental Information

June 30, 2014

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

10

MPC Land Sales Summary

Three Months Ended June 30, 2014

* Applicable exclusively to Summerlin.

11

MPC Land Sales Summary

Six Months Ended June 30, 2014

* Applicable exclusively to Summerlin.

12

Operating Assets Net Operating Income

The Company believes that NOI is a useful supplemental measure of the performance of our Operating Assets because it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating real estate properties and the impact on operations from trends in occupancy rates, rental rates, and operating costs. We define NOI as revenues (rental income, tenant recoveries and other income) less expenses (real estate taxes, repairs and maintenance, marketing and other property expenses). NOI also excludes straight line rents and tenant incentives amortization, net interest expense, depreciation, ground rent, other amortization expenses, and equity in earnings from Real Estate and Other Affiliates.

We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns.

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

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