The Howard Hughes
Annual Report 2014

Plain-text annual report

T T H H E E H H O O W W A A R R D D H H U U G G H H E E S S C C O O R R P P O O R R A A T T i i O O N N // A A N N N N U U A A L L R R E E P P O O R R T T 2 2 0 0 1 1 4 4 3/24/15 3:24 PM THiS ANNUAL REPORT iS A PRODUCT OF 43193covcx.indd 7-9 ANNUAL REPORT 2014 – TABLE OF CONTENTS LETTER TO SHAREHOLDERS / 1 DAVID R. WEINREB–REFLECTING ON AN EXTRAORDINARY YEAR PROJECT HIGHLIGHTS / 37 OUR PORTFOLIO FROM WALL STREET TO WAIKIKI ANNUAL REPORT ON FORM 10-K / 75 43193nar_cxxx.indd 1 3/23/15 9:54 PM Downtown Summerlin Grand Opening Design Cube at ICSC RECON 2014, Las Vegas, NV Waiea Groundbreaking Ceremony, Ward Village July 4th Pier Party, Seaport District 43193nar_cxxx.indd 2 3/23/15 9:54 PM ANNUAL REPORT 2014 REFLECTING ON AN EXTRAORDINARY YEAR TO THE SHAREHOLDERS OF THE HOWARD HUGHES CORPORATION FROM THE CHIEF EXECUTIVE OFFICER, DAVID R. WEINREB March 13 , 2015 — The Howard Hughes Corporation had another successful year in 2014. Our financial results surpassed 2013 in every key metric. We completed and opened several projects that were underway in 2013 and made strategic acquisitions adjacent to a number of our core properties that should create meaningful shareholder value, all while maintaining a strong liquidity position and conservative capital structure. Once again, our master planned communities made significant contributions to our results. 2014 consolidated revenues increased by 35%, or $166 million, to $635 million, compared to $469 million in 2013. MPC land sales increased by 43%, or $105 million, to $351 million in 2014 compared to $246 million in 2013. Operating income and income from non-consolidated affiliates increased by 51% to $190 million in 2014, compared to $126 million in 2013. These strong results do not include the full year impact of a number of major strategic developments that were substantially leased and placed in service in 2014. The 1.6 million square foot mixed-use Downtown Summerlin development was substantially completed and opened in October. The 198,000 square foot Two Hughes Landing Class-A office building and 89,000 square foot Columbia Regional Building anchored by Whole Foods were both completed and opened in September, and the 250,000 square- foot Outlet Collection at Riverwalk retail project opened in May. We invested over $1 billion in pre-development and development in 2014 (including land), compared to $382 million in 2013. Since our projects are long term in nature, these investments will begin to be reflected in our operating results over the coming years as projects are completed and stabilized. We finished 2014 with $560 million of unrestricted cash on hand, and our net debt, which is total debt less cash on hand, as a percentage of our book capital base and as a percentage of our total capital (defined as the market value of equity plus debt) was just 34% and 18%, respectively. We maintained this strong position even after funding with cash $273 million of acquisition-related transactions in 2014. We endeavor to maintain a conservative balance sheet so that our development plans will not be disrupted by the periodic ups and downs of economic and capital markets cycles. Other than the Seaport, which we initially determined to finance from our balance sheet for strategic reasons, each of our developments has committed project-level debt financing from leading financial institutions. We continue to be focused on increasing the per-share value of The Howard Hughes Corporation by directing a majority of our efforts to the handful of core assets which have the greatest potential for creating value. These assets include The South Street Seaport in Lower Manhattan, the master planned communities in Columbia, Maryland; The Woodlands and Bridgeland in Houston, Texas; Summerlin in Las Vegas, Nevada, including Downtown Summerlin; and Ward Village, an urban master planned community in Honolulu, Hawai‘i. We made material progress in 2014 in advancing the development of these assets to maximize their value. In selecting a name for our company in 2010, we chose Howard Hughes because not only is it historically linked to one of our great assets - Summerlin, which is named for Hughes’ maternal grandmother, but because it is synonymous with the relentless pursuit of achievement. With passion, determination, and limitless imagination, Howard Hughes built one of the great American empires of the 20th century. We adopted his name to represent our brand because his values are a great reflection of our own. Our numerous accomplishments in 2014, further discussed in the coming pages, would not be possible without the tireless efforts and dedication of our 1,100 employees and the invaluable guidance and support from our board of directors. Our employees, management team and board embody the values of our namesake and are believers that together we can make life extraordinary for all those who encounter The Howard Hughes Corporation. As we complete each development and open it to its local community, we are beginning to demonstrate the impact that first-class development can have on the communities we serve. 1 1 43193nar_cxxx.indd 1 3/23/15 9:54 PM Hughes Landing - The Woodlands EXTRAORDINARY DEVELOPMENT EXTRAORDINARY DEVELOPMENT DURING 2014, WE INCREASED DEVELOPMENT INVESTMENT BY 182% COMPARED DURING 2014, WE INCREASED DEVELOPMENT INVESTMENT BY 182% COMPARED TO 2013, BEGAN CONSTRUCTION ON SEVERAL MAJOR PROJECTS NOTED LAST YEAR, TO 2013, BEGAN CONSTRUCTION ON SEVERAL MAJOR PROJECTS NOTED LAST YEAR, AND COMPLETED AND OPENED PROJECTS THAT WERE UNDERWAY IN 2013. SOME AND COMPLETED AND OPENED PROJECTS THAT WERE UNDERWAY IN 2013. SOME OF THESE HIGHLIGHTS ARE FEATURED ON THE FOLLOWING PAGE: OF THESE HIGHLIGHTS ARE FEATURED ON THE FOLLOWING PAGE: FROM WALL STREET TO WAIKIKI FROM WALL STREET TO WAIKIKI 43193nar_cxxx.indd 2 3/23/15 9:54 PM COLUMBIA THE WOODLANDS AND BRIDGELAND ANNUAL REPORT 2014 We completed the following projects in 2014 on time and on budget: • Two Hughes Landing, a 198,000 square foot Class A office building at Hughes Landing, that is 85% leased and at stabilization will generate $5.2 million in net operating income. • The Woodlands Resort & Conference Center redevelopment. • 3831 Technology Forest Drive build-to-suit office building 100% leased to Kiewit Energy Group. • Millennium Phase II, a 314-unit apartment building constructed in a joint venture with The Dinerstein Companies. We continued development of the following projects which we began in 2013, all of which are expected to be completed in 2015: • Two office buildings totaling 647,000 square feet, of which 478,000 is leased to ExxonMobil Corporation, expected to be completed with Exxon taking occupancy in 2015. • Creekside Village Green, a 74,000 square foot mixed use property that is 59% leased. • Hughes Landing Retail, a 123,000 square foot Whole Foods- anchored project at Hughes Landing that is 78% pre-leased. • One Lakes Edge, a 390-unit apartment building being constructed in Hughes Landing. The project began pre-leasing in January 2015 and 9% of the units are currently pre-leased. During 2014 we began construction on the following projects: • Three Hughes Landing, a 324,000 square foot Class A office building at Hughes Landing, which is scheduled to be completed by the end of 2015. • The 302-key Westin Hotel in The Town Center will be completed by the end of 2015. • The 205-key Embassy Suites hotel at Hughes Landing will be completed by the end of 2015. We acquired 2,100 acres of raw land 13 miles north of The Woodlands in Conroe adjacent to Interstate 45 on which we expect to develop approximately 4,800 residential lots and 161 acres of land for sale or hold for commercial development. First lot deliveries are targeted for 2016 with sales beginning in the first quarter of 2017. This acreage will be developed by our experienced team at The Woodlands Development Company and will be our fifth master planned community. • We completed the renovation and repurposing of the 89,000 square foot Columbia Regional Building into a Whole Foods-anchored retail and office building. • We completed The Metropolitan, a 380-unit apartment building developed in a 50/50 joint venture. 85% of the ground floor retail space and 67 units are leased. • We began site work for the next residential project adjacent to The Metropolitan, a 437-unit apartment building. • We acquired 700,000 square feet of office space in six buildings adjacent to our land in Downtown Columbia in connection with the settlement of The Tax Matters Agreement with GGP. HAWAI‘I • We completed the ONE Ala Moana condominium tower developed in a 50/50 joint venture, closed on sales of 203 of the 206 total units and, as of February 1, 2015, have received a total of $75.5 million cash distributions (including development and other related fees). • In February, we launched pre-sales for the first two market-rate towers at Ward Village, Waiea and Anaha, and as of February 1, 2015, contracted for 393 of the 482 total units offered. We obtained $600 million of non-recourse financing for the project and began construction of both towers in 2014. Waiea will be completed by the end of 2016 and Anaha in the first half of 2017. • We obtained approval for two additional towers, designed by Richard Meier & Partners, that will frame a park space in the center of Ward Village and front Kewalo Basin Harbor. • Whole Foods pre-leased ground floor space in a fifth, to-be-built condominium tower that also received approval in February 2015. This tower is designed by world-renowned architects Bohlin Cywinski Jackson. • We entered into a long-term lease with the State of Hawai‘i to operate the Kewalo Basin Harbor, a harbor directly adjacent to Ward Village that currently has 143 boat slips. The Kewalo Basin Harbor will serve as the gateway to Ward Village and a direct connection to the Pacific Ocean at our front door. LAS VEGAS, NEW ORLEANS AND NEW YORK CITY • In Downtown Summerlin, we completed and opened the 1.6 million square foot mixed use development on 106 acres of commercial land in the center of our master planned community. 73% of the retail space is leased and 28% of the 235,000 square foot Class A office building in the center of the development is leased. • In New Orleans, we completed and opened the 250,000 square foot Outlet Collection at Riverwalk. The property is 100% leased and is the first outlet center in the country located in an urban location. • In New York City, we continued renovation of the historic area and demolished the old Pier 17 building and its concrete pier. Opening of the historic area and the new Pier 17 building are targeted for 2016 and 2017, respectively. • We contracted for and closed on the majority of a site and development rights adjacent to the Seaport called the Seaport District Assemblage that will ultimately create a 43,000 square foot lot capable of supporting an additional 818,000 square feet of mixed use development that is fully entitled for that density of development. 3 Aerial of Downtown Summerlin 43193nar_cxxx.indd 3 3/23/15 9:54 PM 2014 Highlights EXTRAORDINARY MOMENTS - ICSC DESIGN CUBE ICSC RECON, May 18-20, 2014, Las Vegas, NV. 43193nar_cxxx.indd 4 3/23/15 9:54 PM 43193nar_cxxx.indd 5 3/23/15 9:54 PM CEO SHAREHOLDER LETTER MASTER PLANNED COMMUNITIES THE HOWARD HUGHES CORPORATION OWNS A COLLECTION OF THE LEADING MASTER PLANNED COMMUNITIES IN THE UNITED STATES. OUR MPCS ARE WELL LOCATED NEAR MAJOR URBAN CENTERS AND HAVE EXPERIENCED STRONG ECONOMIC TRENDS OVER THE PAST SEVERAL YEARS. THEIR DOMINANT MARKET POSITION AND OUTSTANDING LEADERSHIP FROM SEASONED MANAGEMENT TEAMS HAVE RESULTED IN ANOTHER YEAR OF SIGNIFICANT REVENUE GROWTH. 6 43193nar_cxxx.indd 6 3/23/15 9:54 PM ANNUAL REPORT 2014 HOUSTON MASTER PLANNED COMMUNITIES Our Houston, Texas MPCs, which include The Woodlands and Bridgeland, generated a combined $206 million of residential and commercial land sales in 2014, representing a 70.2% increase over the $121 million generated in 2013. Both MPCs benefit from their locations north and northwest of Houston in an area that is known as the Energy Corridor. ExxonMobil is completing a 385-acre corporate campus just south of The Woodlands, and in 2014 began moving approximately 10,000 employees to this location. In 2015, approximately 2,000 employees are relocating to the campus from Tysons Corner, Virginia. The most frequently asked question of the company over the past few months is our view regarding the impact of lower oil prices on our Houston assets. In late 2014, the benchmark price for Texas oil, West Texas Intermediate, began declining from around $100 per barrel to its current price of approximately $50 per barrel. We expect there to be a slowdown in economic growth in the Houston area resulting from the rapid decline in oil prices as energy-related companies reduce headcount and defer capital expenditures. The impact of lower oil prices will ultimately depend on how low prices go, and how long they stay at that level. Left: Summerlin MPC. Top Right: The Woodlands Town Center. Bottom Right: Rendering of a future Bridgeland residential community. 43193nar_cxxx.indd 7 3/23/15 9:54 PM 7 CEO SHAREHOLDER LETTER Slower economic growth in Houston will likely result in slower absorption of vacant commercial space, and may reduce demand for new homes resulting in slower velocity of land sales. While the capital markets appear to be very focused on challenges to the Texas economy caused by low oil prices, I believe there will be a corresponding positive impact on every one of our other major assets. Lower energy costs immediately place more disposable income into consumers’ pockets and provide a large boost to the economy. A rule of thumb suggests that every one cent decrease in gasoline prices translates into $1 billion in additional income that consumers can spend on other goods and services, pay down debt or increase savings1. These are the same consumers who shop and eat at our properties, rent our apartments, purchase homes built on land we have sold and who will have more cash to spend on travel and entertainment. We expect that more disposable income, for example, will lead to an increase in visitors to Las Vegas, arguably the entertainment capital of the world. More visitors to Las Vegas in turn create demand for more jobs and increase economic growth, more construction activity follows, and more residents create more demand for housing. Another example of where the benefits of lower energy costs will occur is at our Hawai‘i assets. Hawai‘i generates a majority of its energy from oil and the State must import virtually everything consumed by its residents using oil-powered transportation. The energy-related component of our construction materials, fabrication and transportation, for example, should decrease, and operating costs related to energy should also decrease. While growth will likely be slower in Houston, as the owner of The Woodlands, the most established, and most highly regarded master planned community in Houston, and Bridgeland, one of the most highly regarded younger MPCs, we expect to be somewhat insulated from the impact of reduced growth in this economy. Right: The Woodlands Waterway. Below: Hughes Landing. Footnotes: 1 The Wall Street Journal Online October 28, 2014: Gas at $3 Carries Rewards—and Risks 43193nar_cxxx.indd 8 3/23/15 9:54 PM 8 ANNUAL REPORT 2014 The Woodlands generated $168 million in land sales revenue during 2014. Commercial land sales totaled over $90 million, including a $71 million, 59-acre sale to a major hospital. Since acquiring The Woodlands, it has been our preference to sell land in locations in which we believe there is limited development opportunity or where the risk of development outweighs the return. We will continue to adhere to our strategy. It is important to note that the commercial sales executed last year are not a principal source of revenue for the company and may not recur with frequency. Residential lot sales totaled approximately $78 million, with 466 lots sold at an average price of $167,000 per lot. While the number of lots sold has declined in each of the past two years, the average price per lot has increased by over 60%. The decline in lots sold can primarily be attributed to the declining residential acreage available for sale and our efforts to maximize the value of our remaining inventory. In addition, the remaining lots are typically larger and more customized and therefore often sell at a higher price point. The chart below shows the number of lots sold in The Woodlands since 2000. The current three-month supply of existing homes is several months less than the level considered necessary to represent an equilibrium-level of supply. THE WOODLANDS THE WOODLANDS – HISTORICAL RESIDENTIAL LAND SALES ($ in thousands) $200 $160 $120 $80 $40 $114 $114 $107 $107 $106$106 $92$92 $89$89 $89$89 $102$102 $75$75 $62$62 $65$65 $59$59 $82$82 $71$71 ($ in thousands) $167 $167 150 $156 $156 120 900 600 300 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Average Lot Price Revenue 9 43193nar_cxxx.indd 9 3/23/15 9:54 PM CEO SHAREHOLDER LETTER THE WOODLANDS OPERATING ASSETS We carefully calibrate the pace of our new commercial development activity and consider a number of factors when deciding to move forward with a new development. These factors include market demand, vacancy rates, availability and terms of project-level financing and overall business activity that we see as a result of our deep relationships and extensive involvement in the community. Given our unique position of controlling virtually all of the remaining commercial land, we do not feel the competitive pressures to stay ahead of the market that one- off developers may feel, and will only begin a new development when our existing portfolio is well leased and unmet demand exists for new commercial offerings. At the beginning of 2014, our portfolio of operating assets at The Woodlands totaled approximately 925,000 square feet of office and retail space and 393 multifamily units. The portfolio is over 95% leased and generates approximately $28 million of net operating income. In 2014, we delivered an additional 367,000 square feet of retail and office space, a 393-unit multifamily development and completed a redevelopment of the expanded 406-key Woodlands Resort and Conference Center. These new operating assets are expected to generate an additional $32 million in net operating income upon stabilization, bringing the total Woodlands portfolio net operating income of developed assets as of year-end 2014 to $60 million by the end of 2016. In addition, in 2015, we expect to deliver 507 new hotel rooms, 390 multifamily units, 100,000 square feet of retail space anchored by Whole Foods and an additional one million square feet of office space, half of which is leased to ExxonMobil. The 302-room Westin will be located in the heart of The Woodlands Town Center, which has adjacent demand generators for its room nights comprised of over 30 million square feet of commercial space in The Woodlands. The 205-room Embassy Suites is located at the Hughes Landing mixed-use development, which currently has 942,000 square feet of leased or pre-leased office and retail space. When fully stabilized and leased, these developments are forecasted to generate stabilized annual net operating income of approximately $48 million. When fully stabilized, the current portfolio and assets under construction will generate a combined $108 million in net operating income: 43193nar_cxxx.indd 10 3/23/15 9:54 PM 10 ANNUAL REPORT 2014 THE WOODLANDS – OPERATING ASSETS Asset Type Square Feet / # of Units % Leased Year Stabilized Projected Stabilized NOI ($MM) Existing Operating Assets One Hughes Landing 3 Waterway Square 4 Waterway Square 9303 New Trails 1400 Woodloch Forest 1501 Lake Robbins 20/25 Waterway 1701 Lake Robbins Office Office Office Office Office Retail Retail Retail Millennium Waterway Apartments Multi-family Two Hughes Landing 3831 Technology Forest Creekside Park Village Center Millennium Six Pines2 Office Office Retail Multi-family The Woodlands Resort and Conference Center Hospitality Other Assets3 Various Subtotal - Existing Operating Assets Operating Assets Completed in 2015 Hughes Landing Hotel - Embassy Suites Waterway Hotel - Westin 3 Hughes Landing One Lake’s Edge4 ExxonMobil5 Hughes Landing Retail - Whole Foods Subtotal - Operating Assets Completed in 2015 Total - Operating Assets Hospitality Hospitality Office Multi-family Office Retail 197,719 232,021 218,551 97,553 95,667 21,513 50,022 12,376 393 197,714 95,078 74,352 314 406 206 302 324,000 390 647,000 123,000 100% 100% 100% 94% 96% 100% 100% 100% 90% 86% 100% 66% 47% N/A N/A N/A 0% 9% 74% 77% 2015 2013 N/A N/A N/A N/A N/A N/A N/A 2015 2015 2015 2015 N/A N/A 2017 2017 2017 2016 2017 2016 $ $ $ $ $ 5.5 6.5 5.8 1.9 1.2 0.8 1.5 0.4 4.4 5.2 2.2 2.2 4.0 16.4 2.1 60.1 4.1 9.6 9.1 6.9 14.5 3.5 47.7 107.8 Left: Hughes Landing. Right: Aerial of The Woodlands Town Center. Footnotes: N/A = Not Applicable 1 Applicable to assets developed and placed in service subsequent to 2011. 2 Millennium Six Pines is held in a JV. HHC’s ownership is 81.43%. 3 Opens in the second quarter of 2015. 4 ExxonMobil has executed leases to occupy the entire West Building for 12 years, and 160,000 square feet in the East Building for eight years with an option to lease the remaining space before the building opens. As the owner and developer of one of the country’s leading master planned communities, we use a prudent approach when planning new residential villages or developing a new commercial district. With an uncertain Houston economic climate due to volatility in energy prices, we will continue to be nimble and stay the course. We will only sell land when homebuilder pricing meets our return expectations and will only develop new commercial product when demand is not matched with existing supply. 43193nar_cxxx.indd 11 3/23/15 9:54 PM 11 CEO SHAREHOLDER LETTER BRIDGELAND during In my 2013 Shareholder Letter, I noted that after considerable delay, we had received a development permit from the U.S. Army Corp of Engineers in early 2014. I am pleased to announce that 401 lots were developed and sold to the homebuilders second half of 2014. The 401 lots sold generated over $38 land million in residential sales revenue, more than sales land tripling 2013’s revenue of $11 million. More importantly, the price per lot increased almost 25% from $77,000 in 2013 to $96,000 in 2014. The increase in lot price can be partially attributed the the completion of to 43193nar_cxxx.indd 12 3/23/15 9:54 PM 12 ANNUAL REPORT 2014 Grand Parkway Section E, which bisects the future downtown of Bridgeland and reduces the commute time between Bridgeland, Houston and other communities, including The Woodlands. As the Houston region continues to grow north and west and as other master planned communities sell out, Bridgeland will benefit from the ability to deliver lots while maintaining control of lot supply in order to maintain value. Top Left: Cove Bridge - Bridgeland. Bottom Left: A waterfront streetscape. BRIDGELAND – HISTORICAL RESIDENTIAL LAND SALES $100 ($ in thousands) $80 $60 $40 $20 $47$47 $52$52 $48$48 $58$58 $54$54 $53$53 $56$56 $96$96 $76$76 500 400 300 200 100 2006 2007 2008 2009 2010 2011 2012 2013 2014 Average Lot Price Number of Lots Similar to our approach at The Woodlands, as the Bridgeland community grows and the demand arises for amenities such as neighborhood retail and office space, we will identify opportunities to develop new commercial assets. Now that we have established a critical mass of over 2,100 rooftops in Bridgeland, we have begun development of the first neighborhood retail and office center, Lakeland Village. Complete with a tree-lined main street and a CVS Pharmacy, Lakeland Village will include approximately 83,000 square feet of retail, restaurant and professional office space. We are confident that as the first commercial offering in Bridgeland, Lakeland Village will serve as a catalyst for additional lot sales and future commercial growth. CONROE LAND ACQUISITIONS In 2014 and early 2015, the company completed the assemblage of 2,100 acres of undeveloped land, at a cost of $101 million, along Interstate 45 in Montgomery County approximately 13 miles north of The Woodlands. Ideally located between the towns of Conroe and Willis, the rolling terrain and dense tree cover provides a “Woodlands” feel and is in the direct path of future commercial and residential development north of The Woodlands. With this acquisition, the company is well-positioned to benefit as land in and around The Woodlands becomes scarce. While not yet formally named, the future master planned community will keep our long-tenured, Woodlands-based residential and commercial development teams busy for several years. One of our principal reasons for acquiring this asset was to continue to spur commercial activity at The Woodlands. The uniqueness of our MPC business is that residents can “live, work and play” in their own community. By delivering 5,000 additional lots, we continue to provide future employers in this market with an employee base of ready and willing talent to serve their needs. Under the current master plan, approximately 1,488 acres will be allocated toward residential use producing over 4,900 lots, while 161 acres will be used for commercial purposes. The remaining acreage will be allocated toward civic uses such as schools, police and fire stations, parks and utilities. Based on the current development pace, we expect to deliver the first lots in 2016 and begin selling in the first quarter of 2017. With our attractive acquisition basis, we have the luxury of developing and selling lots at many different price points based on homebuilder demand for certain product types. Similar to our other Operating Properties and Master Planned Communities, this asset must stand on its own as a separate business. Therefore, we do not anticipate adding financial leverage until the operations become cash-flow positive after debt service. This unique ability to fund development with existing cash on the balance sheet places us at a distinct competitive advantage and allows us to maintain value and only sell land when prices meet our return expectations. 13 43193nar_cxxx.indd 13 3/23/15 9:54 PM 2014 Highlights EXTRAORDINARY MOMENTS - DOWNTOWN SUMMERLIN GRAND OPENING Downtown Summerlin Grand Opening, October 9, 2014 43193nar_cxxx.indd 14 3/23/15 9:54 PM 43193nar_cxxx.indd 15 3/23/15 9:54 PM CEO SHAREHOLDER LETTER Summerlin followed 2013 with another strong year of land sales and the opening of a long-awaited downtown for this community of over 100,000 residents. Summerlin generated $145 million of land sales in 2014 compared with $112 million in 2013. In addition to the revenue from land sales, Summerlin received in excess of $13 million in price participation revenue from the sale of homes by its homebuilders because of the better-than-expected appreciation in home prices. The average price per superpad acre sold increased by 48% to $478,000 in 2014. Summerlin sold 77 finished lots, six superpads (totaling 242 acres) and 20 custom lots. On December 31, 2014, Summerlin had 14 active subdivisions containing 915 lots, up from 10 at the end of 2013. The average price per superpad acre achieved in 2014 is the highest price achieved since the housing downturn. During 2014, the velocity of land sales slowed to 280 acres from 316 acres in 2013, primarily because of increased land prices. As our land is a scarce asset, we are focused on maximizing its value from increasing price when appropriate. We expect land prices in Summerlin to stabilize after several years of double-digit growth from the bottom of the market, and are pleased that the current level appears to be sustainable. In October, we opened Downtown Summerlin, a mixed use development designed for 1.6 million square feet of retail and restaurant space and containing a 235,000 square foot Class A office building in the center of the project. It is worth mentioning that Downtown Summerlin is the largest retail development to open in the US since the economic downturn. Downtown Summerlin is but one of many examples where The Howard SUMMERLIN Hughes Corporation has played a role in the local economic recovery. We are especially pleased about the impact Downtown Summerlin has had in creating jobs for the residents of Las Vegas - some 2,000 jobs during construction and now 2,500 jobs and counting. Our vision for Downtown Summerlin is to serve as a link between a storied Las Vegas legacy and the 21st century downtown experience that will engage both local residents and visitors from around the region, continually drawing them to return again and again. The grand opening of Downtown Summerlin marked such a meaningful moment for Las Vegas that the Governor of Nevada, Brian Sandoval, joined us and opened the festivities, stating that our downtown is a “destination like no other in the country” and that “all roads in Nevada lead to Downtown Summerlin.” From its opening through year-end 2014, we estimate the project has had over 3.3 million visitors. The vast majority of the retailers have reported they are exceeding their internal sales projections. The retail portion of the project is currently 73% leased, and the office building, which has not yet officially opened, is 28% pre- 16 ANNUAL REPORT 2014 leased. We expect that total incremental project costs for this development will be approximately $418 million and estimate that it will generate an 8.9% initial yield on its annual net operating income when fully leased and stabilized in 2017. The successful opening of this development will be a catalyst for future commercial real estate development on the 200 acres of land that we own adjacent to the project. The first commercial development will be a 124-unit luxury apartment complex to be called The Constellation located just east of Downtown Summerlin. Earlier this year, we launched the development of this project in a joint venture with The Calida Group. The Constellation will be the first multi-family property developed in Downtown Summerlin. In addition to The Constellation, our approved development plan entitles us to develop approximately 2.8 million square feet of commercial space, and 4,000 residential units on this acreage, and envision that the ultimate build out of the Downtown Summerlin site will be similar to the development of The Woodlands Town Center. Over time, just like The Woodlands, Summerlin will leverage its leading position in the Las Vegas Valley to build commercial real estate density serving the needs of the MPC’s residents. During 2014, we announced a joint venture with Discovery Land Company, the leading developer of private clubs and luxury communities, to develop an exclusive luxury community on approximately 555 acres of land within the Summerlin MPC. The community will have approximately 270 homes, an 18- hole Tom Fazio-designed golf course and other amenities for residents. Individual custom lot prices are anticipated to start at $1.5 million. This development will not compete with our production homebuilder activity. We will contribute our land to the joint venture at the agreed upon value of $226,000 per acre of raw land, or $125 million. Upon realization of lot and home sales, we expect proceeds from the Discovery project to be substantially higher than the agreed upon land value of our land contribution. Our development models did not anticipate that this land would be developed until the end of this decade at the earliest. The development of this project will require no cash from us and will accelerate infrastructure improvements such as roads, water and sewer that will benefit adjacent land parcels we own. Discovery Land is the manager on the project, and development is expected to begin in the second quarter 2015 with the first lot and home sales closings expected to begin in early 2016. Top Left: Downtown Summerlin Pavilion during Grand Opening. Bottom Left: One Summerlin. Bottom Right: Downtown Summerlin Grand Opening. 43193nar_cxxx.indd 17 3/23/15 9:54 PM 17 CEO SHAREHOLDER LETTER COLUMBIA James Rouse, the founder of Columbia, is widely recognized as the father of the MPC business. Predicting his approach for developing Columbia back in 1963, Rouse gave a speech entitled “It Can Happen Here” at the University of California Berkley. In his speech, Rouse said “I would visualize a series of small communities separated by topography, highways, public institutions, or greenbelts and united by a center that provided cultural, educational, recreational facilities for many small towns around it.” Since the company’s inception, our goal has been to transform Columbia into a vibrant, 21st century community. In 2014, we continued to make progress toward that goal and are enthusiastic about the future. In Columbia, we have the opportunity to develop up to 13 million square feet of commercial properties. This opportunity is fully entitled and subject to site development and other administrative approvals. We have the ability to determine use and, in some cases, can create density of up to 20 stories. Much of this opportunity lies in the redevelopment of older structures and surface lots along with construction on previously undeveloped land sites. Similar to our other Master Planned Communities, we will take a pragmatic approach to developing only when market demand exists for a certain product type. To date, we have acquired or developed more than one million square feet of commercial properties in the area. In 2014, we completed the development of two new properties and acquired six office buildings. Combined with our existing operating assets, the current Columbia portfolio is projected to generate $17.2 million in net operating income upon stabilization: 18 43193nar_cxxx.indd 18 3/23/15 9:54 PM Top Left: The Crescent. Bottom Left: Aerial of The Crescent. Bottom Right: Whole Foods Market in a building originally designed by Frank Gehry. Footnotes: 1 Applicable to assets developed and placed in service subsequent to 2011. 2 HHC owns a 50% equity interest in the Metropolitan. NOI represents HHC’s pro rata share. ANNUAL REPORT 2014 COLUMBIA– OPERATING ASSETS AND STRATEGIC DEVELOPMENTS Asset Type Square Feet / # of Units Year Stabilized1 Projected Stabilized NOI Strategic Development Columbia Regional Building Retail/Office 70 Columbia Corporate Center Columbia Operating Properties The Metropolitan2 Office Various Multi-family 10-60 Columbia Corporate Center Office 89,000 170,000 220,000 380 700,000 $ ($MM) 2.1 2.4 0.5 3.4 8.8 2015 N/A N/A 2016 N/A Total - Columbia Completed Development and Acquisitions $ 17.2 In November, we completed construction and began leasing The Metropolitan, a 380-unit multifamily development, with our joint venture partner. Also, in December, we acquired six office buildings located adjacent to 70 Corporate Center in Downtown Columbia. 10-60 Columbia Corporate Center square feet and generates approximately $9 million of net operating income today. The Class A office buildings are 93% leased. More importantly, there exists an opportunity to redevelop some of the existing buildings into higher and better uses over the next three to seven years. includes 700,000 We acquired the 10-60 Columbia Corporate Center buildings as part of a settlement with General Growth Properties to resolve The Tax Matters Agreement (an agreement that originally primarily indemnified us for approximately $303 million in MPC taxes for land sold prior to March 2010) in exchange for $138 million in cash and $130 million in value for the office buildings. In so doing, we have exchanged a non-income producing asset for an income producing asset, 700,000 square feet of office space in the heart of our community. In 2014, we made significant progress in our effort to develop nearly five million square feet in the area of Columbia known as the Crescent, by receiving site plan approval for the next 437-unit multifamily development which will be built adjacent to The Metropolitan, and having renegotiated our Merriweather Post Pavilion CEPPA (Community Enhancement, Programs and Public Amenities) obligations with Howard County. In 2015, we will continue advancing the infrastructure planning and pre-development activities in the Crescent area and Downtown Columbia. In line with our “making it happen here” tagline, this includes pursuing a public/private partnership with Howard County, designing the first residential and retail project and beginning construction of our first office building in the Crescent. We believe our development activities will be a catalyst for continued growth in Columbia. As the region begins to see our vision become reality, we expect more corporations to consider the Crescent and Downtown Columbia their home. Relocations will result in an increase in daytime employment, creating new demand for commercial offerings and amenities. As the master developer for Downtown Columbia, we are in a unique position to capitalize on this demand and continue to transform Columbia into a community for the 21st century. 43193nar_cxxx.indd 19 3/23/15 9:54 PM 19 2014 Highlights EXTRAORDINARY MOMENTS - ANAHA & WAIEA GROUNDBREAKING CEREMONIES Traditional Hawaiian groundbreaking ceremony for Waiea, June 7, 2014. 43193nar_cxxx.indd 20 3/23/15 9:54 PM 43193nar_cxxx.indd 21 3/23/15 9:54 PM CEO SHAREHOLDER LETTER 2014 was a momentous year in the evolution of Ward Village, our urban master planned community in the heart of Honolulu. We reached important milestones as we transitioned from project planning into active pre-sales and commenced construction on our first two residential projects, Waiea and Anaha. We began public pre-sales in February and the response from the market has been outstanding. We have contracted and received binding deposits for over 80% of the 482 units available for sale in these two projects. We are also encouraged by the broad base of buyers in these projects, anchored by over 50% local buyers who intend to make Ward Village their primary residence. The remaining buyers are comprised of approximately 25% from Japan and approximately 10% from the U.S. mainland, with the remainder of buyers coming from Canada, China, Taiwan, Korea and Australia. The sales to date demonstrate the pent-up demand for quality residential product in the urban core of Honolulu, and the broader undersupply of housing on the island of Oahu. Despite the increase in recent development activity in Oahu, current housing production remains near historic lows. According to the University of Hawai‘i Economic Research Organization, Oahu needs to produce approximately 4,000 units annually simply to meet existing demand. Honolulu single family housing permits in 2014 totaled only 809, resulting in an ongoing shortfall that is difficult to close due to the lack of available land for development. In response to this shortfall of housing, state and city government continue to intensify their focus on delivery of affordable housing in Hawai‘i, and we are looking forward to making an important contribution to that effort with our 988 Halekauwila project. In 2014, we made significant progress in advancing the design of our workforce housing project that will deliver 424 units, 375 of which 22 43193nar_cxxx.indd 22 3/23/15 9:54 PM ANNUAL REPORT 2014 will be offered at restricted income levels, with an architectural design and quality complementary to the market-rate towers. Apple stores, including the cube on 5th Avenue in Manhattan. We received approval for this project in February 2015. Developing a community in Hawai‘i means that we have a responsibility to support the community beyond just bricks and mortar. The Ward Village Foundation is an initiative we launched in January 2014, supporting forward thinking non-profits and programs with a focus on culture, community and environment that will contribute to making Honolulu a great 21st century city. To date, we have supported dozens of local charities who are making an important impact on the greater community surrounding Ward Village. 2014 was also a seminal year in progressing the next phase of projects at Ward Village. In November, we obtained approval of the Ward Village Gateway, two towers designed by Richard Meier & Partners that will frame the initial portion of our four-acre community park space, connecting the core of the community from the harbor to a planned rail stop in the heart of our site. We also made progress on plans to bring a major grocery store to the neighborhood. In May, we executed a lease with Whole Foods Market for a 50,000 square foot store that will become its Honolulu flagship. In addition to Whole Foods, our plans for this block include additional retail and over 400 residential units, designed by internationally renowned architects Bohlin Cywinski Jackson who are probably best known for their work creating flagship Our focus on bringing the top architectural talent from around the globe to Hawai‘i is something that we believe will further separate Ward Village from its competition, creating a community that is unique not just in Hawai‘i, but benchmarked against other great urban master plans across the globe like Hudson Yards in Manhattan and Battersea Power Station in London. We also made a significant addition to the area with the execution of a ground lease with the State of Hawai‘i in August to operate Kewalo Basin Harbor, a 143-slip harbor directly adjacent to Ward Village. Our lease includes a 35-year term with a 10-year extension option. We plan to begin work towards the end of 2015 on improvements to the slips, including the addition of new slips and improvement of infrastructure for all harbor users. We look forward to transforming this harbor into a gathering place for Honolulu, a place where the community can re-connect with the ocean. In 2015, we look forward to making progress on construction of our current projects, beginning construction on our workforce housing and harbor improvements, and launching sales on our next phase of residences. As momentum builds for Ward Village, our team in Honolulu continues their passionate drive to create one of the great communities of the 21st Century. Left: Waiea under construction. Bottom: Gateway Towers designed by Richard Meier & Partners. 43193nar_cxxx.indd 23 3/23/15 9:54 PM 23 2014 Highlights EXTRAORDINARY MOMENTS - JULY 4th SEAPORT DISTRICT NYC July 4th Pier Party, Seaport District 43193nar_cxxx.indd 24 3/23/15 9:54 PM 43193nar_cxxx.indd 25 3/23/15 9:54 PM CEO SHAREHOLDER LETTER SEAPORT DISTRICT The South Street Seaport continues to be the gathering place for residents and workers of Lower Manhattan and an important destination for visitors to the city. During 2014, we made progress in transforming this area into what ultimately will be known as the Seaport District, a premier destination for locals and tourists for entertainment, food, culture, shopping and living. Similar to Ward Village, our role as stewards of the Seaport District goes far beyond bricks and mortar as our commitment to the vitality of the area played a central role in the Seaport’s revitalization following Superstorm Sandy. Throughout 2014, we enhanced our innovative See/Change program that in 2014 included dynamic programming such as music, outdoor movies, an ice rink and a televised tree-lighting event that attracted both locals and tourists and strengthened the Seaport’s position as a much-needed local gathering place for the community. In 2014, we also continued our leadership in drawing emerging 26 43193nar_cxxx.indd 26 3/23/15 9:54 PM ANNUAL REPORT 2014 fashion and culinary talent to the Seaport by partnering with Women’s Wear Daily in announcing the Ten of Tomorrow which recognizes up-and-coming leaders in fashion and retail innovation. As the city’s original commercial hub and birthplace of innovation, it is especially fitting for the Seaport to be home to fashion’s rising stars. Our first project in this transformation is the redevelopment of Pier 17 and the renovation of the historic area west of the FDR Drive. In 2014, we completely demolished the old pier building and concrete pier structure in order to begin construction of a new pier in 2015. After completion of the new pier, we will construct a glass-enclosed structure which takes advantage of the unparalleled sight lines along the East River north to the Top Left: The new esplanade at the Seaport District. Bottom Left: Historic Seaport District, 1908. Top Right: Marina at Pier 17. Bottom Right: The new Fulton Market Building. 43193nar_cxxx.indd 27 3/23/15 9:54 PM 27 CEO SHAREHOLDER LETTER Brooklyn Bridge, east to the Brooklyn waterfront, south to the tip of Manhattan and the Statue of Liberty, and west to the downtown Manhattan skyline. On the rooftop will be an unmatched 1.5-acre entertainment venue that will hold corporate, private, concert, sporting and a variety of other events year round. Furthermore, as part of this development, all New Yorkers will be able to enjoy year round open spaces with breathtaking views. The 182,000 square feet of leasable space inside the structure will have retail, restaurant and entertainment tenants. During 2014, we evaluated several programming and sponsorship opportunities for the roof and expect to make significant progress in finalizing the business plan for this unique venue in 2015. The rooftop will be an important determining factor in curating the tenant mix of this destination entertainment venue. Renovation of the historic area buildings also continued throughout 2014, including build-out of the iPic movie theater in the second story of the Fulton Market Building. We believe that iPic provides the ultimate cinematic experience available to moviegoers. Each theater features screening rooms outfitted with the latest digital technology, premium sound systems, and 3D offerings in an intimate, luxurious seating environment so you can experience the movie the way the producers and directors intended. iPic will open in May 2016. Pier 17 rooftop 43193nar_cxxx.indd 28 3/23/15 9:54 PM ANNUAL REPORT 2014 Our second project in the Seaport District is a proposed 700,000 square foot redevelopment plan to revitalize the district that includes over $300 million of infrastructure improvements and community benefits, including the replacement of deteriorating piers adjacent to Pier 17, the restoration of the historic Tin Building, a middle school and an extension of the East River Esplanade to the Brooklyn Bridge. This transformative investment in New York’s oldest new neighborhood is made possible by our proposed 494-foot mixed use building on the New Market Site. Despite broad community support for the project we have faced some local opposition, particularly regarding the location of the mixed use building. We look forward to continuing to work with the community in order to obtain a workable solution that enables us to bring substantial benefits to the community while maintaining an economically feasible project. On December 29, 2014, in two separate transactions, we acquired a 48,000 square foot commercial building on a 16,000 square foot lot and certain air rights with total residential and commercial development rights of 622,000 square feet for $136.7 million. We are under contract to purchase another 58,000 square foot commercial building and three additional air rights parcels during the first half of 2015 which will ultimately create a 43,000 square foot lot capable of supporting an additional 818,000 square feet of mixed use development. These properties are collectively referred to as the Seaport District Assemblage and are located in close proximity to our South Street Seaport property. 43193nar_cxxx.indd 29 3/23/15 9:54 PM 2014 Highlights EXTRAORDINARY MOMENTS - RIVERWALK GRAND OPENING Grand Opening ceremony, May 22, 2014, New Orleans, LA 43193nar_cxxx.indd 30 3/23/15 9:54 PM 43193nar_cxxx.indd 31 3/23/15 9:54 PM CEO SHAREHOLDER LETTER RIVERWALK The Outlet Collection at Riverwalk, our 250,000 square-foot retail project in New Orleans, Louisiana opened in May after closing in June 2013 for redevelopment, and is 100% leased. We are pleased to have successfully opened the first upscale urban outlet center in the U.S. in this underserved and dynamic market. I discussed the unique and complex nature of this asset in my last two letters, the collaborative, creative and development efforts of our team, and the strong tenant base we recruited for the project, including retailers such as Neiman Marcus Last Call Studio, Forever XXI and Coach. Adjacent to the Hilton Convention Center and the cruise ship terminal, our project is well located to capture convention and cruise passenger customers that are estimated to total four million out of the estimated nine million visitors to New Orleans each year, as well as locals who previously had no similar shopping options. The project had over one million visitors in the first ten weeks after opening and had over 2.5 million visitors through the end of 2014. Tenant sales are on pace to exceed $100 million annually, based on actual results to date. Built on budget at an incremental cost of $82 million, we expect this project will generate a 9.5% initial annual yield on its net operating income when fully stabilized in early 2017. 43193nar_cxxx.indd 32 3/23/15 9:54 PM 32 ANNUAL REPORT 2014 Left: Opening day at The Outlet Collection at Riverwalk. Right: Interior of the Food Court. 43193nar_cxxx.indd 33 3/23/15 9:54 PM 33 CEO SHAREHOLDER LETTER THE EVOLUTION OF HHC While we made substantial progress increasing the value of our assets in 2014, we don’t judge our progress by the volume of transactions we execute, but by the quality, scale and success of those ventures. We approach our new acquisitions with the same high return on investment standards as our existing holdings, focusing our resources on assets that are adjacent to these holdings, where our market knowledge and infrastructure give us a significant competitive advantage. In 2014, we acquired the land in Conroe, 10-60 Columbia Corporate Center and completed the 80 South Street assemblage. All three acquisitions meet our criteria for scale, quality and returns and have the added benefit that they will not add undue burden to our corporate overhead. While we are always seeking potential opportunities to deploy capital intelligently, our existing portfolio will keep us busy for many years. We currently have one of the largest development pipelines in the industry, exceeding 45 million square feet – more than 25 million square feet in our strategic developments and over 20 million square feet embedded in vertical opportunities in our master planned community business. Communicating the value of our company is complicated given that future development value potential varies based on input assumptions such as rental rates, absorption, construction costs and others. We use the cash flow generated from our MPC segment to reinvest at much higher rates of return into our Strategic Development segment in order to develop properties that will ultimately convert to Operating Assets. This business will continue to grow materially over the coming years as assets are placed into service and reach stabilization. The growth in net operating income over the past four years is evidence of our track record: THE HOWARD HUGHES CORPORATION – NET OPERATING INCOME GROWTH (exclusive of South Street Seaport) 2011 2012 2013 2014 Future In-place NOI1 Incremental NOI from Completed Developments Incremental NOI from Acquisitions Incremental NOI from Strategic Development 49.8 0.4 - - 57.8 0.2 2.7 - ($MM) 54.0 1.2 5.2 - 46.7 18.5 6.7 - 50.8 88.5 16.7 49.4 Total NOI $ 50.2 $ 60.8 $ 60.5 $ 72.0 $ 205.4 Top Left: Ward Village Sales and Information Center at the IBM Building. Top Right: Gateway Park. Footnotes: 1 Net operating income from 2011-2014 are reported amounts. Future net operating income represents projected stabilized net operating income. 34 43193nar_cxxx.indd 34 3/23/15 9:54 PM ANNUAL REPORT 2014 The Howard Hughes Corporation in 2014 moved its major developments closer to realizing their full potential. During the year, we were further inspired by the overwhelming success of the opening of our first two major developments, Downtown Summerlin and the Outlet Collection at Riverwalk, yet we are keenly aware that headwinds can arise from even the most unlikely of places. Despite these new challenges, we are confident that the leading market positions of our assets will enable us to withstand market stresses. We value and are grateful for the support, feedback and confidence that you have given us over the past year and look forward to making EXTRAORDINARY in 2015. Warm Regards, David R. Weinreb Chief Executive Officer 43193nar_cxxx.indd 35 3/23/15 9:54 PM 35 43193nar_cxxx.indd 36 3/23/15 9:54 PM Project Highlights Project Highlights 43193nar_cxxx.indd 37 3/23/15 9:54 PM FROM WALL STREET TO WAIKIKI Our Portfolio is Making a Mark on the Nation ELK GROVE ELK GROVE SUMMERLIN SUMMERLIN DOWNTOWN SUMMERLIN COTTONWOOD COTTONWOOD PARK WEST PARK WEST THE WOODLANDS ALLEN TOWNE CIRCLE T RANCH THE WOODLANDS BRIDGELAND BRIDGELAND WARD VILLAGE SALES AND INFORMATION CENTER WARD VILLAGE WARD VILLAGE WARD VILLAGE 38 15-HHC-00013 - 2014 Annual Report - INTERIOR - 22a.indd 38 3/25/15 12:05 PM FROM WALL STREET TO WAIKIKI ANNUAL REPORT 2014 SEAPORT DISTRICT 110 N WACKER 110 N W WEST WINDSOR WEST WINDSOR SEAPORT DISTRICT SEAPORT DISTRICT COLUMBIA COLUMBIA LANDMARK LANDMARK COLUMBIA MINT HILL MINT HILL Y PLAZA CENTURY PLAZA CENTUR ALLEN TOWNE ALLEN TOWNE CIRCLE T RANCH CIRCLE T RANCH THE WOODLANDS THE WOODLANDS BRIDGELAND BRIDGELAND RIVERWALK RIVERWALK BRIDGELAND At The Howard Hughes Corporation, we are driven by a passion for excellence. Our mission is to be the preeminent developer and operator of master planned communities and mixed-use properties. We create timeless places and memorable experiences that inspire people while driving sustainable, long-term growth and value for our shareholders. KENDALL TOWN CENTER KENDALL TOWN CENTER 39 15-HHC-00013 - 2014 Annual Report - INTERIOR - 22a.indd 39 3/25/15 12:05 PM PROJECT HIGHLIGHTS PROJECT HIGHLIGHTS Investment In Project Investment In Project Pre-Development and Development Pre-Development and Development Unrestricted Cash on Hand Unrestricted Cash on Hand OUR KEY FOCUS IS ON FULLY UNLOCKING VALUE IN OUR CORE ASSETS 2014 Total Consolidated 2014 Total Consolidated Revenues Revenues Increase in Consolidated Increase in Consolidated Revenue from 2013 2014 Operating Income 2014 Operating Income & Income from Non- consolidated Affiliates consolidated Affiliates Increase in Operating Increase in Operating Income & Income from Non-consolidated Non-consolidated Affiliates from 2013 2014 MPC Revenues 2014 MPC Revenues Increase in MPC Increase in MPC Revenue from 2013 4040 43193nar_cxxx.indd 40 3/23/15 9:55 PM ANNUAL REPORT 2014 ANNUAL REPORT 2014 TOTAL RETAIL GROSS TOTAL RETAIL GROSS LEASABLE AREA LEASABLE AREA EXISTING RETAIL GROSS LEASABLE AREA 11 EXISTING RETAIL GROSS LEASABLE AREA WARD VILLAGE WARD VILLAGE 1,273,845 sq ft 1,273,845 sq ft DOWNTOWN SUMMERLIN DOWNTOWN SUMMERLIN 1,169,157 sq ft 1,169,157 sq ft LANDMARK LANDMARK 879,262 sq ft 879,262 sq ft PARK WEST PARK WEST 249,173 sq ft 249,173 sq ft OUTLET COLLECTION OUTLET COLLECTION AT RIVERWALK AT RIVERWALK 246,221 sq ft 246,221 sq ft SOUTH STREET SEAPORT SOUTH STREET SEAPORT 79,275 sq ft 79,275 sq ft OTHER OTHER 249,546 sq ft 249,546 sq ft Existing Retail GLA Existing Retail GLA (Square Feet) (Square Feet) GROSS LEASABLE AREA UNDER CONSTRUCTION GROSS LEASABLE AREA UNDER CONSTRUCTION FUTURE GROSS LEASABLE AREA 22 FUTURE GROSS LEASABLE AREA SOUTH STREET SEAPORT SOUTH STREET SEAPORT 282,725 sq ft 282,725 sq ft THE WOODLANDS THE WOODLANDS 274,352 sq ft 274,352 sq ft Retail GLA Under Retail GLA Under Construction Construction (Sq Ft) (Sq Ft) Future Retail GLA Future Retail GLA (Sq Ft) (Sq Ft) ELK GROVE ELK GROVE 1,300,000 sq ft 1,300,000 sq ft BRIDGES AT MINT HILL BRIDGES AT MINT HILL 1,300,000 sq ft 1,300,000 sq ft KENDALL TOWN CENTER KENDALL TOWN CENTER 621,300 sq ft 621,300 sq ft COTTONWOOD COTTONWOOD 575,000 sq ft 575,000 sq ft DOWNTOWN SUMMERLIN33 DOWNTOWN SUMMERLIN 158,067 sq ft 158,067 sq ft LAKELAND VILLAGE LAKELAND VILLAGE 83,400 sq ft 83,400 sq ft 11 Includes 825,937 square feet of space owned by anchor tenants. Includes 825,937 square feet of space owned by anchor tenants. 22 Represents entitlements and/or planned developable retail square feet. Represents entitlements and/or planned developable retail square feet. There can be no assurance that the space will ultimately be developed. 33 Represents estimated future development on existing pad sites. Represents estimated future development on existing pad sites. There can be no assurance that the space will ultimately be developed. 4141 43193nar_cxxx.indd 41 3/23/15 9:55 PM PROJECT HIGHLIGHTS PROJECT HIGHLIGHTS TOTAL OFFICE GROSS TOTAL OFFICE GROSS LEASABLE AREA LEASABLE AREA EXISTING OFFICE GROSS LEASABLE AREA EXISTING OFFICE GROSS LEASABLE AREA COLUMBIA COLUMBIA 1,091,045 sq ft 1,091,045 sq ft THE WOODLANDS THE WOODLANDS 1,158,422 sq ft 1,158,422 sq ft 110 N WACKER 110 N WACKER 226,000 sq ft 226,000 sq ft Existing Office GLA Existing Office GLA (Square Feet) (Square Feet) GROSS LEASABLE AREA UNDER CONSTRUCTION GROSS LEASABLE AREA UNDER CONSTRUCTION FUTURE GROSS LEASABLE AREA 11 FUTURE GROSS LEASABLE AREA THE WOODLANDS THE WOODLANDS 971,000 sq ft 971,000 sq ft DOWNTOWN DOWNTOWN SUMMERLIN SUMMERLIN 235,179 sq ft 235,179 sq ft KENDALL TOWN CENTER KENDALL TOWN CENTER 60,000 sq ft 60,000 sq ft COTTONWOOD COTTONWOOD 195,000 sq ft 195,000 sq ft Office GLA Under Office GLA Under Construction Construction Future Office GLA Future Office GLA 11 Represents entitlements and/or planned developable office square feet. There can be no assurance that the space will ultimately be developed. Represents entitlements and/or planned developable office square feet. There can be no assurance that the space will ultimately be developed. 4242 ANNUAL REPORT 2014 ANNUAL REPORT 2014 CONDOMINIUM UNITS 11 4,005 TOTAL CONDOMINIUM UNITS 4,005 TOTAL WAIEA CONDOMINIUMS WAIEA CONDOMINIUMS 171171 ANAHA CONDOMINIUMS ANAHA CONDOMINIUMS 311311 22 Under Construction Under Construction Future Units Future Units WARD BLOCK M WARD BLOCK M 466466 WARD VILLAGE WARD VILLAGE GATEWAY TOWERS GATEWAY TOWERS 236236 WARD WORKFORCE WARD WORKFORCE HOUSING HOUSING 424424 WARD REMAINING WARD REMAINING UNITS ENTITLED UNITS ENTITLED 2,392 2,392 33 EXISTING UNITS EXISTING UNITS UNDER CONSTRUCTION UNDER CONSTRUCTION FUTURE UNITS 44 FUTURE UNITS HOSPITALITY UNITS TOTAL HOSPITALITY UNITS TOTAL THE WOODLANDS RESORT THE WOODLANDS RESORT & CONFERENCE CENTER & CONFERENCE CENTER 406406 HUGHES LANDING HOTEL 55 HUGHES LANDING HOTEL 205205 WATERWAY SQUARE HOTEL 55 WATERWAY SQUARE HOTEL 302302 BRIDGELAND BRIDGELAND 4,898 4,898 CONROE CONROE 1,613 1,613 MARYLAND MARYLAND 207207 SUMMERLIN SUMMERLIN 5,472 5,472 THE WOODLANDS THE WOODLANDS 1,251 1,251 REMAINING REMAINING SALEABLE SALEABLE AND DEVELOPABLE AND DEVELOPABLE ACRES FOR MPCs ACRES FOR MPCs 11 Total includes five finished units at One Ala Moana, a tower developed in a joint venture and completed in the fourth quarter 2014. 201 of the units Total includes five finished units at One Ala Moana, a tower developed in a joint venture and completed in the fourth quarter 2014. 201 of the units were sold in 2014. were sold in 2014. 22 Represents entitlements and/or planned developable condominium units. There can be no assurance that the units will ultimately be developed. Represents entitlements and/or planned developable condominium units. There can be no assurance that the units will ultimately be developed. 33 1,255 units are currently owned, being developed or are planned to be developed in joint ventures. 1,255 units are currently owned, being developed or are planned to be developed in joint ventures. 44 Represents units that we plan to develop in joint ventures beginning in 2015. Represents units that we plan to develop in joint ventures beginning in 2015. 55 Under construction. Under construction. 4343 Project Highlights SEAPORT DISTRICT NEW YORK’S OLDEST NEW NEIGHBORHOOD CELEBRATING A CITY’S UNIQUE MARITIME HISTORY AND POSITIONING A NEIGHBORHOOD FOR THE FUTURE. 43193nar_cxxx.indd 44 3/23/15 9:55 PM 43193nar_cxxx.indd 45 3/23/15 9:55 PM PROJECT HIGHLIGHTS As the city’s original commercial hub and birthplace of innovation, The South Street Seaport has been an essential part of New York for over 300 years and the re-envisioned Seaport District will serve as a much needed anchor for the rapidly growing population of Lower Manhattan. The first project in the redevelopment includes transforming over 362,000 square feet on Pier 17 and the Uplands historic district in Lower Manhattan into an unmatched shopping, dining and entertainment destination for residents, workers and visitors alike that captures the Seaport’s distinct maritime character. Our objective is to create an authentic New York experience that draws the neighborhood’s fast growing population and workforce, as well as tourists who already consider the Seaport a vital attraction. The Pier 17 building, which had its official groundbreaking in October 2013, will feature a striking glass façade and provide spectacular views of the Brooklyn Bridge, the Statue of Liberty and the Empire State Building. Inside, the cutting-edge design will offer 180,000 square feet of national retail tenants, local boutiques and a wide range of top dining options, all while embracing the energy of New York street shopping. The redeveloped Pier 17 will be highlighted by a 1.5-acre roof that will include a restaurant, two outdoor bars and a rooftop that will hold up to 4,000 people for concerts and special events— becoming the premier boutique entertainment venue in the world. iPic Theaters will be an anchor attraction in the Historic District with its new eight-screen, 505-seat luxury movie theater in the Fulton Market Building. We expect the historic area to be substantially repositioned by the second quarter of 2016 followed by the opening of the new Pier 17 in 2017. In November 2013, we presented to the public preliminary plans for a second project, that, together with our initial project will make up the new Seaport District, a vibrant, highly engaging area that will provide a critical catalyst for the revitalization of Lower Manhattan. The district will deliver a one-of-a-kind experience incorporating the best that New York has to offer in entertainment, culture, shopping and dining while actively meeting the needs of the neighborhood and showcasing the Seaport as a treasured part of New York City’s past and future. Designed by the renowned architectural firm SHoP, the proposed second project is expected to encompass nearly 700,000 square feet of space, will be fully integrated into the East River Esplanade and enhance the neighborhood connectivity to the water while preserving views. The project will include a LEED-certified building that may include hotel and residential uses, the replacement of deteriorated wooden platform piers adjacent to Pier 17, a complete restoration of the historic Tin Building into a world-class food market open to the public seven days a week and a marina with public access and a number of maritime activities. As we move forward with our plans, The Seaport will not only be a place of historical significance but a unique destination that serves as a link between a storied legacy and the future New York experience. 46 43193nar_cxxx.indd 46 3/23/15 9:55 PM ANNUAL REPORT 2014 Top Left: Fashion show at the Seaport District. Bottom Left: The ice rink at the Seaport District. Top Right: The Tin Building. Bottom Right: Pier 17 Rooftop. 43193nar_cxxx.indd 47 3/23/15 9:55 PM 47 Project Highlights DOWNTOWN COLUMBIA MADE DIFFERENT LOCATED IN THE RAPIDLY GROWING REGION BETWEEN BALTIMORE AND WASHINGTON, D.C., THE MASTER PLANNED COMMUNITY OF COLUMBIA, MARYLAND OFFERS A BLEND OF NATURAL BEAUTY COMBINED WITH METROPOLITAN SOPHISTICATION. 43193nar_cxxx.indd 48 3/23/15 9:55 PM 43193nar_cxxx.indd 49 3/23/15 9:55 PM Initially opened in the late 1960s by James W. Rouse, considered one of the fathers of the master planned community business, Columbia was created to offer a metropolitan setting that would provide a high quality of life for residents. With parks, lakes, trails and the acclaimed Merriweather Post Pavilion at Symphony Woods, Columbia lives up to its recognition by Money Magazine in 2014 as one of top 10 ‘Best Places to Live” in the country. The convenient location continues to draw highly-educated people to Columbia, with easy access to leading public and private employers and some of the best public schools in the United States. Premier homebuilders and a compelling environment have also led to a growing population. Columbia is located in Howard County, one of the nation’s most affluent counties, with a median household income of over $100,000 and population growth above 34% over the past decade. Downtown Columbia is in the midst of a transformation as we execute on our redevelopment master plan that was adopted in 2010 and allows for up to 13 million square feet of mixed use development, including 5,500 residential units, 1.3 million square feet of retail, 4.3 million square feet of office space and 640 hotel rooms. Several key initiatives moved ahead in 2014 as Downtown Columbia continued to evolve. We converted the iconic former Rouse Headquarters Building into a Whole Foods Market that opened in August 2014 and a state of the art fitness center that opened in December 2014. The building, designed by internationally renowned architect Frank Gehry, sits on the shore of Lake Kittamaqundi and is a cornerstone of the downtown. Our first luxury multi-family project in Downtown Columbia, The Metropolitan, will feature 380 luxury units with a range of high end amenities. We began leasing available units in late 2014 and completed our first move in during Thanksgiving. We have obtained approvals and plan to begin construction in 2015 on our second multi-family project that is located adjacent to The Metropolitan. In December 2014 we acquired 700,000 square feet of Class A and B office space in Downtown Columbia. As part of this acquisition, we now control over 50% of the office market inventory. As Columbia continues to develop, our goal is to attract employers to the area and develop additional office buildings as demand arises. In 2015, we will begin construction on a 200,000 square-foot signature office tower, 437 residential units and more than 120,000 square feet of associated retail and continue our plans to develop 5 million square feet in the coming years for a conference center hotel, new library, higher education facilities and multiple corporate centers in the Crescent neighborhood surrounding the Merriweather Post Pavilion. Merriweather Post Pavilion 43193nar_cxxx.indd 50 3/23/15 9:55 PM 43193nar_cxxx.indd 51 3/23/15 9:55 PM Project Highlights THE WOODLANDS EVER GROWING HUGHES LANDING CONTINUES TO RAPIDLY PROGRESS. THIS DEVELOPMENT INCLUDES FIVE CLASS-A OFFICE BUILDINGS, OF WHICH THREE ARE UNDER CONSTRUCTION, TOTALING MORE THAN 1.3 MILLION SQUARE FEET, 390 UNITS OF MULTIFAMILY, A WHOLE FOODS ANCHORED RETAIL CENTER, AND A 205-ROOM EMBASSY SUITES HOTEL. 43193nar_cxxx.indd 52 3/23/15 9:55 PM 43193nar_cxxx.indd 53 3/23/15 9:55 PM PROJECT HIGHLIGHTS The Woodlands commercial office vacancy rate at less than 5% is one of the lowest in the country. We have identified an additional seven million square feet of future commercial development opportunities in the premier 28,000-acre community that houses a population of over 100,000 residents. Today, numerous businesses are looking for office space in The Woodlands due to its location, rich amenities and highly- educated population. A key to future growth will be development efforts designed to bring these businesses to The Woodlands, which is already home to nearly 1,900 employers and over 58,000 employees. Businesses continue to seek office space in The Woodlands, drawn by its location, skilled workforce and numerous amenities. As the demand for commercial space and new amenities continues to exceed supply, we are advancing development plans for several strategic assets located within The Woodlands. Most notably, in July 2012, we announced plans for Hughes Landing, a 66-acre mixed-use development located on Lake Woodlands. The development is envisioned at full build- out to contain up to 2.0 million square feet of office, 200,000 square feet of retail, restaurant and entertainment space, up to 1,500 multifamily units and a 205-room hotel. Additional projects in The Woodlands include the 302-room Westin Hotel at Waterway Square scheduled for completion in 2015 and the $77 million renovation of The Woodlands Resort & Conference Center that was completed in 2014. The renovation includes upgraded meeting spaces, lobbies, guest arrival buildings, and construction of 184 new luxury guest rooms, as well as a new 1,005-foot Lazy River. The changes strengthened the hotel’s competitive position in the business meeting segment of the hospitality industry, while also attracting additional weekend transient guests. Planning also began for a new 23-story high-rise multifamily residential tower to be constructed at Waterway Square adjacent to the new Westin Hotel. With a high level of interest, pre-sales are expected to begin in 2015. As of December 31, 2014, The Woodlands had approximately 478 acres of unsold residential land, representing over 1,480 lots and approximately 773 acres of unsold land designated for commercial use. The Woodlands also has full ownership interests in commercial properties which total over one million square feet of office space, 50,000 square feet of retail, a 406- room resort and spa with conference facilities and 393 rental apartment units. Hughes Landing continues to rapidly progress. This development includes five Class-A office buildings, of which three are under construction, totaling more than 1.3 million square feet, 390 units of multifamily, a Whole Foods anchored retail center, and a 205-room Embassy Suites hotel. In 2014, 2,055 acres of land was acquired for a future master- planned community 13 miles north of The Woodlands. Preliminary plans include 161 acres for commercial development and 1,452 acres for the development of 4,800 residential lots. The first lots are expected to be delivered in 2016. 43193nar_cxxx.indd 54 3/23/15 9:55 PM 54 ANNUAL REPORT 2014 Left: Whole Foods Market at The Woodlands. Right: Westin Hotel at Waterway Square. 43193nar_cxxx.indd 55 3/23/15 9:55 PM 55 Project Highlights BRIDGELAND NEW ENERGY AS DEMAND INCREASES FOR ITS HIGH QUALITY OF LIFE, BRIDGELAND IS POSITIONED TO BECOME NORTHWEST HOUSTON’S PREMIER MASTER PLANNED COMMUNITY. IT IS CURRENTLY HOME TO 7,400 RESIDENTS WHO LIVE IN HOMES RANGING IN PRICE FROM $200K TO $1 MILLION, AND GROWTH IS EXPECTED TO REMAIN STRONG. BRIDGELAND HAS BEEN ACKNOWLEDGED FOR ITS SUCCESS, RECEIVING THE GREATER HOUSTON BUILDERS ASSOCIATION “MASTER PLANNED COMMUNITY OF THE YEAR” AWARD IN 2013. 43193nar_cxxx.indd 56 3/23/15 9:55 PM 43193nar_cxxx.indd 57 3/23/15 9:55 PM PROJECT HIGHLIGHTS Less than 30 miles from Downtown Houston, Bridgeland has Less than 30 miles from Downtown Houston, Bridgeland has 11,400 acres designed to consist of four residential villages, an 11,400 acres designed to consist of four residential villages, an 800-acre town center and over 3,000 acres of lakes, parks, trails 800-acre town center and over 3,000 acres of lakes, parks, trails and open spaces. Rich amenities such as pools, playing fields, and open spaces. Rich amenities such as pools, playing fields, tennis courts and bike trails, as well as award-winning schools, tennis courts and bike trails, as well as award-winning schools, contribute to an exceptional lifestyle that is projected to draw contribute to an exceptional lifestyle that is projected to draw 65,000 residents over time. 65,000 residents over time. Residents are already close to Houston’s important Energy Residents are already close to Houston’s important Energy Corridor and will soon have convenient access to downtown Corridor and will soon have convenient access to downtown and other locations. The Grand Parkway, a major road and other locations. The Grand Parkway, a major road bisecting Bridgeland, now has parts open to vehicular traffic bisecting Bridgeland, now has parts open to vehicular traffic and will offer residents improved accessibility and an under and will offer residents improved accessibility and an under 30-minute commute to a new ExxonMobil campus as well as 30-minute commute to a new ExxonMobil campus as well as The Woodlands. The Woodlands. Aerial rendering of the Bridgeland MPC 43193nar_cxxx.indd 58 3/23/15 9:55 PM ANNUAL REPORT 2014 43193nar_cxxx.indd 59 3/23/15 9:55 PM Project Highlights SUMMERLIN FASHION MEETS THE ROCK “THE HOWARD HUGHES CORPORATION HAS MADE A DESTINATION LIKE NO OTHER IN THE COUNTRY, WITH ITS GRAND OPENING…ALL ROADS IN NEVADA LEAD TO DOWNTOWN SUMMERLIN.” – NEVADA GOVERNOR BRIAN SANDOVAL OCTOBER 9TH, 2014 43193nar_cxxx.indd 60 3/23/15 9:55 PM 43193nar_cxxx.indd 61 3/23/15 9:55 PM PROJECT HIGHLIGHTS Spanning the western rim of the Las Vegas Valley and located approximately nine miles from downtown Las Vegas, our 22,500- acre Summerlin Master Planned Community is comprised of planned and developed villages and offers suburban living with accessibility to the Las Vegas Strip. For much of the Company’s 25-year history, Summerlin has consistently ranked in the Robert Charles Lesser annual poll of top-selling master planned communities in the nation, ranking 15th in 2014. With 22 public and private schools (K-12), four institutions of higher learning, nine golf courses, cultural facilities and health and medical centers, Summerlin is a fully integrated community and the premier place to live in the Las Vegas Valley. The first residents moved into their homes in 1991. As of December 31, 2014, there were approximately 41,500 homes occupied by an estimated 105,000 residents. Summerlin has over 5,000 developable acres remaining and upon completion of the community the population is expected to exceed 200,000 residents. Spurred by the recovery of the Las Vegas market, Summerlin has experienced significant improvement in 2014 and 2013 land sales compared to 2012 and 2011. Summerlin is comprised of hundreds of neighborhoods located in 19 developed villages, out of 30 currently planned, with nearly 150 neighborhood and village parks that are all connected by a 150-mile long trail system. Summerlin is located adjacent to the Red Rock Canyon National Conservation Area, a landmark in southern Nevada, which has become a world-class hiking and rock climbing destination that attracts more than a million visitors annually. Summerlin is divided into three separate regions known as Summerlin North, Summerlin South and Summerlin West. Summerlin North is fully developed and sold out. In Summerlin South, we are entitled to develop 740 acres of commercial property with no square footage restrictions, 489 of such acres, including our 106-acre Downtown Summerlin project, are either developed or committed to commercial development. The remaining 251 acres currently are under our control for future commercial development. We also have 43193nar_cxxx.indd 62 3/23/15 9:55 PM 62 ANNUAL REPORT 2014 Bottom Left: Nevada Governor, Brian Sandoval, speaking at the Downtown Summerlin Grand Opening. Center: Downtown Summerlin streetscape. 43193nar_cxxx.indd 63 3/23/15 9:55 PM 63 entitlements for an additional 17,000 residential units yet to be developed in Summerlin South. In Summerlin West, we are entitled to develop 5.85 million square feet of commercial space on up to 508 acres of which 100,000 square feet has already been developed through the construction of a grocery store anchored shopping center. We are also entitled to develop 30,000 residential units in Summerlin West, approximately 24,000 of which remain to be developed. The remaining 41,000 saleable residential lots represent Summerlin’s total entitlements, and utilization of these entitlements will be based on current and forecasted economic conditions. The heart of this MPC contains approximately 400 acres designated for residential and commercial development called Downtown Summerlin. We own approximately 300 acres of this land, with the remaining acreage anchored by The Red Rock Casino, Resort & Spa and LifeTime Fitness complex. On October 9, 2014, we opened the first 106-acres of Downtown Summerlin, the premier fashion, dining, and entertainment destination in the region that offers an unmatched environment designed as a walkable urban core in the heart of the Summerlin community. The development contains 1.6 million square-feet of developed retail, restaurant, entertainment and office space. The opening of Downtown Summerlin will be catalytic for increased density and commercial development at Summerlin, with future plans for thousands of residents in apartments and condominiums in addition to more office buildings to meet the demands of companies wanting to enjoy this world class community where their employees can work, live, and play. Downtown Summerlin at night 43193nar_cxxx.indd 64 3/23/15 9:55 PM 43193nar_cxxx.indd 65 3/23/15 9:55 PM Project Highlights WARD VILLAGE MOVING FORWARD AS THE 60-ACRE WARD CENTERS TRANSFORMS INTO WARD VILLAGE, A BOLD VISION IS BEING REALIZED THAT HONORS TRADITIONS OF THE PAST WHILE LOOKING TO THE FUTURE OF HONOLULU. LOCATED BETWEEN DOWNTOWN HONOLULU AND WAIKIKI, WARD VILLAGE REPRESENTS THE FIRST URBAN MASTER PLANNED COMMUNITY ON THE ISLAND AND WILL PLAY A LEADING ROLE IN THE PLANNED REVITALIZATION OF URBAN HONOLULU. 43193nar_cxxx.indd 66 3/23/15 9:55 PM 43193nar_cxxx.indd 67 3/23/15 9:55 PM PROJECT HIGHLIGHTS The Ward Village master plan allows for up to 9.3 million square feet of mixed-use development, spanning over 4,000 residential units and more than one million square feet of retail and other commercial space. This is consistent with the plan approved in 2009 by the Hawai‘i Community Development Authority. for culture and an urban-village Ward Village is designed around principles of sustainability, respect lifestyle. The development will include high-rise and low-rise residential and neighborhood retail, making it one of the only communities in Honolulu where residents do not need a car to meet their daily needs. The pedestrian-friendly design will encourage walking and biking while other sustainable design strategies will reduce energy and water use. The plans also include open space and greenbelts to bring nature, the beach and ocean across the street and into the community. The redevelopment is planned to nearly double the current amount of retail, dining and entertainment space, creating a diverse combination of local boutiques, restaurants and national retailers. Ward Village received LEED for Neighborhood Development Platinum certification, the highest rating possible. It is the largest Platinum-certified community in the country and the only one of its kind in Hawai‘i. In 2014, we introduced Ward Village to the community and the world when we completed a $25 million renovation of the IBM building into a residential sales gallery and master plan information center. We also launched the Ward Village Foundation, signed a lease with Whole Foods Market for their Honolulu flagship store, and executed a long-term lease with the state of Hawai‘i to manage and make improvements to Kewalo Harbor. 2014 also saw us break ground on Waiea and Anaha, the first two market rate towers in Ward Village, which are now over 80% sold. These projects are a part of the first phase of Ward Village, which in addition to Waiea and Anaha, includes a reserved housing tower that brings the total phase one unit count to over 900 units. With so much accomplished in 2014, we are looking forward to another year of important community milestones in 2015. 68 43193nar_cxxx.indd 68 3/23/15 9:55 PM ANNUAL REPORT 2014 Top Left: Whole Foods Market at Ward Village. Middle Left: Pool deck at Waiea. Bottom Left: Master bath at Waiea. Right: Waiea residential tower. 43193nar_cxxx.indd 69 3/23/15 9:55 PM 69 Project Highlights NEW ORLEANS THE OUTLET COLLECTION AT RIVERWALK REIMAGINED AND REDEVELOPED IN ELEVEN MONTHS, THE OUTLET COLLECTION AT RIVERWALK WAS SUCCESSFULLY LAUNCHED AS THE NATION’S FIRST DOWNTOWN OUTLET CENTER IN THE HEART OF NEW ORLEANS. 43193nar_cxxx.indd 70 3/23/15 9:55 PM 43193nar_cxxx.indd 71 3/23/15 9:55 PM The Outlet Collection at Riverwalk opened May 22, 2014 in New Orleans as the nation’s first outlet center in a downtown environment. Following a transformative redevelopment of the iconic property, The Outlet Collection at Riverwalk is fully leased with 75 popular national brands and local favorites. Marquis tenants include Neiman Marcus Last Call Studio, Forever 21 and Coach. Beyond providing a compelling shopping experience for the growing population, the property is ideally situated to attract the large number of visitors to New Orleans. At the base of Canal and Poydras Streets, the Riverwalk sits next to the recently renovated Ernest N. Morial Convention Center, the cruise terminals of the Port of New Orleans, the Hilton Riverside Hotel, Spanish Plaza, Aquarium of the Americas, IMAX Theatre, Woldenberg Park and Harrah’s Casino. It is also steps away from the French Quarter with easy access to virtually every hotel in the area, making it a must-visit destination. In six months of 2014, we welcomed approximately 2.5 million visitors with tenant sales on pace to exceed $100 million. In addition to being the nation’s first downtown outlet destination, The Outlet Collection at Riverwalk is also the first location in the region for a number of tenants, such as Neiman Marcus Last Call Studio. The repositioning of the former Riverwalk Marketplace included a complete redevelopment and a significant expansion of approximately 50,000 square feet, bringing the total to 250,000 square feet of much-needed retail space in New Orleans. View of The Outlet Collection at Riverwalk from the Mississippi River 43193nar_cxxx.indd 72 3/23/15 9:55 PM 43193nar_cxxx.indd 73 3/23/15 9:55 PM 2014 ANNUAL REPORT ON FORM 10-K 43193nar_cxxx.indd 74 3/23/15 9:55 PM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) (cid:2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or (cid:3) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34856 The Howard Hughes Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 13355 Noel Road, 22nd Floor, Dallas, Texas (Address of principal executive offices) 36-4673192 (I.R.S. Employer Identification Number) 75240 (Zip Code) (214) 741-7744 (Registrant’s telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class: Name of Each Exchange on Which Registered: Common Stock, $.01 par value New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES (cid:2) NO (cid:3) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES (cid:3) NO (cid:2) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES (cid:2) NO (cid:3) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES (cid:2) NO (cid:3) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:3) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer (cid:2) Non-accelerated filer (cid:3) (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES (cid:3) NO (cid:2) As of June 30, 2014, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $6.3 billion based on the closing sale price as reported on the New York Stock Exchange. As of February 24, 2015, there were 39,638,094 shares of the registrant’s common stock outstanding. (cid:3) Accelerated filer Smaller reporting company (cid:3) DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement relating to its 2015 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. The registrant intends to file its Proxy Statement with the Securities and Exchange Commission within 120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates. Item No. Page Number TABLE OF CONTENTS 2 24 33 34 38 38 39 40 42 83 83 83 84 86 86 86 86 86 86 87 88 Business Risk Factors 1. 1A. 1B. Unresolved Staff Comments 2. 3. 4. Properties Legal Proceedings Mine Safety Disclosure Part I Part II 5. 6. 7. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations 7A. Quantitative and Qualitative Disclosures About Market Risk 8. 9. Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9A. 9B. Controls and Procedures Other Information Part III 10. 11. 12. 13. 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services 15. Exhibits and Financial Statement Schedule Part IV Signatures i CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (‘‘Annual Report’’) contains 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. All statements other than statements of historical fact included in this Annual Report on Form 10-K are 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,’’ ‘‘may,’’ ‘‘should,’’ ‘‘would,’’ ‘‘likely,’’ ‘‘realize,’’ ‘‘transform’’ and other statements of similar expression. Forward-looking statements should not be relied upon. They 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. These forward-looking statements present our estimates and assumptions only as of the date of this Annual Report on Form 10-K. Except as may be required by law, we undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report. Factors that could cause actual results to differ materially from those expressed or implied by forward- looking statements include: (cid:129) our inability to obtain operating and development capital, including our inability to obtain debt capital from lenders and the capital markets; (cid:129) slower growth in the national economy and adverse economic conditions in the homebuilding, condominium development and retail sectors; (cid:129) continued lower oil prices compared to average oil prices during 2011 through 2014, which may have a significant negative impact on future economic growth of, and demand for our properties in, certain regions where we have asset concentrations, such as the Houston, Texas region; (cid:129) our inability to obtain rents sufficient to justify developing our properties and/or the inability of our tenants to pay their contractual rents; (cid:129) our directors may be involved or have interests in other businesses, including real estate activities and investments, which may compete with us; (cid:129) our inability to control certain of our properties due to the joint ownership of such property and our inability to successfully attract desirable strategic partners; and (cid:129) the other risks described in ‘‘Item 1A. Risk Factors.’’ 1 Throughout this Annual Report, references to the ‘‘Company’’, ‘‘HHC’’, ‘‘we’’ and ‘‘our’’ refer to The Howard Hughes Corporation and its consolidated subsidiaries, unless the context requires otherwise. PART I ITEM 1. BUSINESS OVERVIEW Our mission is to be the preeminent developer of master planned communities and mixed use properties. We create timeless places and memorable experiences that inspire people while driving sustainable, long-term growth and value for our shareholders. We specialize in the development of master planned communities and the ownership, management and the redevelopment or repositioning of real estate assets currently generating revenues, also called Operating Assets, as well as other strategic real estate opportunities in the form of entitled and unentitled land and other development rights, also called Strategic Developments. We are headquartered in Dallas, Texas and our assets are located across the United States. Unlike most publicly traded real estate companies which are limited in their activities because they have elected to be taxed as a real estate investment trust, we, except for Victoria Ward, Limited, one of our subsidiaries which is a captive REIT, have no restrictions on our operating activities or the types of services that we can offer. We believe our structure provides the greatest flexibility for maximizing the value of our real estate portfolio. As of December 31, 2014, our consolidated mortgage, notes and loans payable equaled approximately 38.9% of our total assets, and we had $560.5 million of cash on hand. Our master planned communities have won numerous awards for, among other things, design and community contribution. We expect the competitive position and desirable locations of our assets (which collectively comprise millions of square feet and thousands of acres of developable land), combined with their operations and long-term opportunity through entitlements, land, condominium and home site sales and project developments to drive our long-term growth. We were incorporated in Delaware in 2010. Through our predecessors, we have been in business for several decades. We operate our business in three segments: Master Planned Communities (‘‘MPC’’), Operating Assets and Strategic Developments. Financial information about each of our segments is presented in Note 17 – Segments of our audited financial statements on pages F-48 to F-51 Recent Significant Transactions Discovery Land Joint Venture. On June 23, 2014, we announced an agreement to form a joint venture with Discovery Land Company (‘‘Discovery Land’’), a leading developer of private clubs and luxury communities, to develop an exclusive luxury community on approximately 555 acres of undeveloped land within our Summerlin master planned community. The community will have approximately 270 homes, an 18-hole Tom Fazio-designed golf course and other amenities for residents. Lot prices are expected to range from $2 million to $8 million. The joint venture is expected to be formed and we will contribute our undeveloped land to the joint venture at the agreed upon value of $226,000 per acre, or $125.4 million in the first quarter of 2015. Discovery Land is the manager of the project and is responsible for funding development costs. The project will accelerate infrastructure improvements that will benefit our adjacent land, and accelerates monetization of land significantly ahead of our prior development plans. We expect development to begin in the second quarter 2015 with the first lot and home sales expected to begin closing in early 2016. Please refer to Note 5 – Investment in Real Estate and Other Affiliates for a more complete description of the economics of this joint venture. Seaport District Assemblage. On December 29, 2014, in two separate transactions, we acquired a 48,000 square foot commercial building on a 15,744 square foot lot and certain air rights with total residential and commercial development rights of 621,651 square feet for $136.7 million. As of December 31, 2 2014, we were under contract to purchase another 58,000 square foot commercial building and air rights attributable to three additional parcels during the first half of 2015. Together, these acquisitions will ultimately create a 42,694 square foot lot entitled for 817,784 square feet of mixed-use development. The properties are collectively referred to as the Seaport District Assemblage in our Strategic Developments segment and are located in close proximity to our South Street Seaport property. Tax Indemnity Settlement and Columbia Acquisition. On December 12, 2014, as part of our settlement with General Growth Properties, Inc. (‘‘GGP’’) for a release of GGP’s obligation for reimbursement of taxes related to certain MPC assets (Please refer to Note 9 – Income Taxes), we received $138.0 million in cash and six office buildings consisting of 699,884 square feet located in downtown Columbia, Maryland valued at $130.0 million. The office buildings, referred to as 10-60 Columbia Corporate Center, are included in our Operating Assets segment. On December 15, 2014, we made a payment totaling $203.3 million to the IRS in satisfaction of a judgment entered by the Tax Court in favor of the IRS with respect to these taxes. We now control the litigation and on December 15, 2014 we filed an appeal of the Tax Court’s decision to the Fifth Circuit Court of Appeals and expect the appeal to be heard by the appellate court in 2015. Conroe, TX. During the second half of 2014, in three separate transactions, we purchased 2,055 acres of undeveloped land located in Conroe, Texas, approximately 13 miles north of The Woodlands, for $98.5 million. We have preliminarily planned for 1,452 acres of residential and 161 acres of commercial development on the combined sites and currently estimate that the residential acres will yield approximately 4,800 lots. The first lots are expected to be delivered in 2016 with lot sales closing in the first quarter 2017. This land will be developed by The Woodlands management team and is included in our Master Planned Communities segment. Issuance of Senior Notes. On October 2, 2013, we issued $750.0 million aggregate principal amount of our 6.875% Senior Notes due 2021 (the ‘‘Senior Notes’’) and received net cash proceeds of $739.6 million. We have and will continue to use the net proceeds for development, acquisitions and other general corporate purposes. Interest is payable semiannually, on April 1 and October 1 of each year. The Senior Notes contain customary terms and covenants and have no maintenance covenants. In the fourth quarter of 2012, we retired warrants to purchase Purchase of Sponsors Warrants. 6,083,333 shares of our common stock pursuant to the warrant purchase agreements by and among the Company and affiliates of Brookfield Asset Management, Fairholme Funds and Blackstone Real Estate Partners. We paid a total of $80.5 million in cash and issued 1,525,272 shares of our common stock to Brookfield in connection with the warrant transactions. The warrant transactions reduced diluted common shares outstanding by 9.2%, or 4,558,061 shares, to a total of 45,119,706 shares as of the transaction date assuming all stock options and remaining warrants outstanding at December 31, 2012, were exercised. Overview of Business Segments The following describes our three business segments and provides a general description of each of the assets comprising these segments. This section should be referred to when reading ‘‘Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ which contains financial and performance information for many of these assets. We have attempted to reduce duplication of asset information by cross-referencing between these sections. Master Planned Communities. Our Master Planned Communities segment consists of the development and sale of residential and commercial land, primarily in large-scale projects. We own five master planned communities. Listed according to total acreage encompassing each of these communities are: The Woodlands, Summerlin, Maryland, Bridgeland and Conroe. 3 Our master planned communities include over 13,000 acres of land remaining to be developed or sold. Residential sales, which are made primarily to homebuilders, include standard and custom parcels designated for detached and attached single- and multi-family homes, ranging from entry-level to luxury homes. Commercial sales include land parcels designated for retail, office, resort, high density residential projects (e.g., condominiums and apartments), services and other for-profit activities, as well as those parcels designated for use by government, schools and other not-for-profit entities. Operating Assets. Our Operating Assets segment contains 44 properties, investments and other assets that generate revenue, consisting primarily of retail, office and multi-family properties. This segment includes 11 retail properties, 20 office properties, two multi-family apartment buildings, a resort and conference center, a 36-hole golf and country club and nine other operating assets and investments. We believe that there are opportunities to redevelop or reposition many of these assets, primarily several of the retail properties and Columbia office properties, to increase operating performance. These opportunities will require new capital investment and vary in complexity and scale. The redevelopment opportunities range from minimal disruption to the property to the partial or full demolition of existing structures for new construction. Strategic Developments. Our Strategic Developments segment consists of 30 near, medium and long-term development projects. We believe most of these assets will require substantial future development to achieve their highest and best use. We are in various stages of creating or executing strategic plans for many of these assets based on market conditions and availability of capital. As of December 31, 2014, we had approximately $1.9 billion of properties in their construction phase (which in addition to Strategic Development properties also includes one Operating Asset that is undergoing redevelopment and two multi-family properties being developed in joint ventures). In addition to the permitting and approval process attendant to almost all large-scale real estate developments of this nature, we generally obtain construction financing to fund a majority of the costs associated with developing these assets. The chart below presents our assets by reportable segment at December 31, 2014. Master Planned Communities (cid:129) Bridgeland (cid:129) Conroe (cid:129) Maryland (cid:129) Summerlin (cid:129) The Woodlands Operating Assets Strategic Developments Retail (cid:129) Columbia Regional Building (cid:129) Cottonwood. Square (cid:129) Downtown Summerlin (a) (cid:129) 1701 Lake Robbins (cid:129) Landmark Mall (cid:129) Outlet Collection at Riverwalk (cid:129) Park West (cid:129) South Street Seaport (under construction) (cid:129) Ward Village (cid:129) 20./ 25 Waterway Avenue (cid:129) Waterway Garage Retail Office (cid:129) 10-60 Columbia Corporate Center (cid:129) 70 Columbia Corporate Center (cid:129) Columbia Office Properties (cid:129) One Hughes Landing (cid:129) Two Hughes Landing (a) (cid:129) 2201 Lake Woodlands Drive Boulevard (cid:129) 9303 New Trails (cid:129) 110 N. Wacker (cid:129) 3831 Technology Forest Drive (a) (cid:129) 3 Waterway Square (cid:129) 4 Waterway Square (cid:129) 1400 Woodloch Forest (cid:129) Golf Courses at TPC Summerlin and TPC Las Vegas (participation interest) (cid:129) Kewalo Basin Harbor (cid:129) Merriweather Post Pavilion (cid:129) Millennium Waterway Apartments (cid:129) Millennium Woodlands Phase II, LLC (a) / (c) (cid:129) 85 South Street Other (cid:129) Stewart Title of Montgomery County, TX (c) (cid:129) Summerlin Hospital Medical Center (c) (cid:129) Summerlin Las Vegas Baseball Club (c) (cid:129) The Club at Carlton Woods (cid:129) The Woodlands Resort & Conference Center (cid:129) The Woodlands Parking Garages (cid:129) Woodlands Sarofim #1 (c) Under Construction (cid:129) ONE Ala Moana (b) (cid:129) Anaha Condominiums (cid:129) Creekside Village Green (cid:129) Three Hughes Landing (cid:129) 1725-35 Hughes Landing Boulevard (cid:129) Hughes Landing Hotel (Embassy Suites) (cid:129) Hughes Landing Retail (cid:129) One Lake’s Edge (cid:129) The Metropolitan Downtown Columbia Project (c) (cid:129) Waiea Condominiums (cid:129) Waterway Square Hotel (Westin) Other (cid:129) Alameda Plaza (cid:129) AllenTowne (cid:129) Bridges at Mint Hill (cid:129) Century Plaza Mall (cid:129) Circle T Ranch and Power Center (c) (cid:129) Cottonwood Mall (cid:129) Elk Grove Promenade (cid:129) 80% Interest in Fashion Show Air Rights (cid:129) Kendall Town Center (cid:129) Lakeland Village Center (cid:129) Lakernoor (Vold) Land (cid:129) Maui Ranch Land (cid:129) Parcel C (c) (cid:129) Seaport District Assemblage (cid:129) Summerlin Apartments, LLC (c) (cid:129) Ward Block M (cid:129) Ward Gateway Towers (cid:129) Ward Workforce Housing (cid:129) West Windsor (a) (b) (c) Asset was placed in service and moved from the Strategic Developments segment to the Operating Assets segment during 2014. Asset consists of two equity method investments. A non-consolidated investment. Master Planned Communities The development of master planned communities requires expertise in large-scale and long-range land use planning, residential and commercial real estate development, sales and other special skills. The development of our large scale master planned communities requires decades of investment and continual focus on the changing market dynamics surrounding these communities. We believe that the 4 long-term value of our master planned communities remains strong because of their competitive and dominant positioning in their respective markets, our expertise and flexibility in land use planning and the fact that we have substantially completed the entitlement process within our communities. Our Master Planned Communities segment consists of the development and sale of residential land and the development of commercial land to hold, develop or sell. Our master planned communities are located in and around Houston, Texas; Las Vegas, Nevada and Columbia, Maryland. Residential revenues are generated primarily from the sale of finished lots and undeveloped superpads to residential homebuilders and developers. We also occasionally sell or lease land for commercial development. Superpad sites are generally 20 to 25 acre parcels of unimproved land where we develop and construct the major utilities (water, sewer and drainage) and roads to the borders of the parcel and the homebuilder completes the on-site utilities, roads and finished lots. Revenue is also generated through profit participation with homebuilders. Revenues and net income are affected by factors such as: (1) the availability of construction and permanent mortgage financing to purchasers at acceptable interest rates; (2) consumer and business confidence; (3) regional economic conditions in the areas surrounding the projects, which includes levels of employment and homebuilder inventory; (4) availability of saleable land for particular uses; (5) our decisions to sell, develop or retain land; and (6) other factors generally affecting the homebuilder business and sales of residential properties. The following table summarizes our master planned communities, all of which are wholly owned, as of December 31, 2014: Remaining Saleable and Developable Acres Community Bridgeland Conroe Maryland Summerlin The Woodlands Total Total Gross Approx. No. People Living in Location Acres (a) Community Houston, TX Conroe, TX Columbia, MD Las Vegas, NV Houston, TX 11,400 2,055 16,450 22,500 28,475 80,880 7,400 — 106,000 105,400 109,700 328,500 Residential Commercial (b) 3,445 1,452 — 4,621 478 9,996 (c) 1,453 161 207 851 773 3,445 Remaining Saleable Residential Lots (d) Projected Community Sell-Out Date 17,280 4,787 — 41,000(f) 1,483 2036 2028 2022(e) 2039 2022 Total 4,898 1,613 207 5,472 1,251 13,441 64,550 (b) (a) Encompasses all of the land located within the borders of the master planned community, including parcels already sold, saleable parcels and non-saleable areas, such as roads, parks and recreation and conservation areas and parcels acquired during the year. Includes standard, custom and high density residential land parcels. Standard residential lots are designed for detached and attached single and multi-family homes, consisting of a broad range, from entry-level to luxury homes. At Summerlin and The Woodlands, we have designated certain residential parcels as custom lots as their premium price reflects their larger size and other distinguishing features – such as being located within a gated community, having golf course access or being located at higher elevations. High density residential includes townhomes and condominiums. (c) Designated for retail, office, resort, services and other for-profit activities, as well as those parcels allocated for use by (d) government, schools, houses of worship and other not-for-profit entities. Includes only parcels that are intended for sale or joint venture. The mix of intended use, as well as the amount of remaining saleable acres, are primarily based on assumptions regarding entitlements and zoning of the remaining project and are likely to change over time as the master plan is refined. Remaining saleable lots are estimates. (e) We currently intend to develop the land surrounding Downtown Columbia. The date represents our estimated redevelopment completion date. (f) Amount represents remaining entitlements, not necessarily the number of lots that will ultimately be developed and sold. 5 Bridgeland (Houston, Texas) Bridgeland is located near Houston, Texas and consists of approximately 11,400 acres. It was voted ‘‘GHBA Event of the Year’’ in 2014 and ‘‘Master Planned Community of the Year’’ in 2013 by Greater Houston Builders Association. It was also voted by The National Association of Home Builders as the ‘‘Master Planned Community of the Year’’ in 2009. The first residents moved into their homes in June 2006. There were approximately 2,100 homes occupied by approximately 7,400 residents as of December 31, 2014. When fully developed, we expect Bridgeland will contain more than 3,000 acres of waterways, lakes, trails, parks and open spaces, as well as an expansive Town Center that will provide employment and land for retail, educational and entertainment facilities. The MPC is being developed to eventually accommodate approximately 20,000 homes and 65,000 residents. We further believe that it is poised to be one of the top master planned communities in the nation. The Woodlands senior management team, which averages over 25 years each of experience developing master planned communities, is leading the development and marketing of Bridgeland. Bridgeland land sales were adversely affected in 2013 compared to prior years due to a pending wetlands permit application from the U.S. Army Corps of Engineers. We obtained the permit in February 2014 and began developing the 806 acres covered by the permit immediately thereafter. Bridgeland’s conceptual plan was revised in 2012 and includes four villages – Lakeland Village, Parkland Village, Prairieland Village and Creekland Village. The conceptual plan also includes an 800-acre Town Center mixed-use district and a carefully designed network of trails totaling over 60 miles that will provide pedestrian connectivity to distinct residential villages and neighborhoods and access to recreational, educational, cultural, employment, retail, religious and other offerings. The conceptual plan also contemplates that the Town Center will be located adjacent to the expansion of State Highway 99 (the ‘‘Grand Parkway’’), which is a 180-mile circumferential highway traversing seven counties and encircling the Greater Houston region. Segment E of the Grand Parkway is a 15-mile four-lane controlled access toll road with intermittent frontage roads from Interstate 10 to Highway 290 through Harris County. Segment E, which has four interchanges serving Bridgeland, provides direct access to the portion of Bridgeland designated for the Town Center and to future residential sections of Bridgeland allowing for enhanced access to the master planned development. Construction on Segment E began in October 2011 and was officially opened for traffic on December 21, 2013. Additional segments are scheduled for completion in 2015 that will connect Bridgeland to The Woodlands, the new ExxonMobil Campus and Houston’s George Bush Intercontinental Airport. Bridgeland’s first five neighborhoods are located in Lakeland Village, which has many home sites that have views of the water, buried power lines to maximize the views of open space, fiber-optic technology, brick-lined terrace walkways and brick, stone and timber architecture. The prices of the homes range from approximately $200,000 to more than $1.0 million. Lakeland Village is approximately 80% complete and is anchored by a 6,000 square foot community center that features a water park with three swimming pools, two lighted tennis courts and a state-of-the-art fitness room. A grand promenade wrapping around Lake Bridgeland offers a boat dock, canoes, kayaks, sailboats and paddleboats. Conroe (Conroe, Texas) We acquired 2,055 acres located 13 miles north of The Woodlands during 2014 to create a new master planned community. Our plan provides for 1,452 acres of residential and 161 acres of commercial development and current estimates show a yield of approximately 4,800 lots. The first lots are expected to be delivered in 2016 with home sales starting in the Spring 2017. Many of Houston’s prominent master-planned communities are approaching build out with limited new communities to replace them. As such, we believe that there is a significant opportunity to introduce 6 another master-planned community in the Far North Houston submarket. The demand for this site was validated by research/demand studies from Robert Charles Lesser and Co. and MetroStudy. Since early 2010, home builders have been unable to meet the growing demand for new single family houses. Houston has built 189,575 apartment and single family homes while adding 446,000 jobs from early 2010 through the end of 2014. The cumulative demand for 2014 was over 70,000 single family homes and only approximately 30,000 were delivered to the metro. The new master planned community is being positioned to take advantage of its superior location, and is well within the path of future development along I-45 north of The Woodlands, Anadarko and ExxonMobil. The location also boasts favorable commute times to employment nodes over competitors. The newly constructed ExxonMobil Campus is approximately 28 minutes away. In addition, the new master planned community benefits from several east-west thoroughfares such as League Line Road and Seven Coves Road that provide convenient access to local and regional destinations such as Lake Conroe. The new master planned community is expected to deliver an amenity package to improve ‘‘quality family time’’. The amenities will include a ‘‘Big Park’’, village center(s), pathways and social gathering nodes. The clubhouse will open in 2017 and serve as a marketing tool to the community. Commercial developments will be incorporated over time similar to Creekside Village Park in The Woodlands. The school district will be Willis ISD, which is attractive to young families. The terrain features rolling hills and dense tree cover, appropriate for utilizing the reputation and brand of The Woodlands. Maryland (Howard County, Maryland) The Maryland community has no more remaining residential saleable acres and represents primarily a commercial real estate development opportunity. It consists of four distinct communities known as Columbia, Gateway, Emerson and Fairwood. Columbia is by far the largest community and also where the greatest commercial real estate development potential exists. Columbia Columbia, located in Howard County, Maryland, is an internationally recognized model of a successful master planned community that began development in the 1960’s. As of December 31, 2014, Columbia was home to approximately 106,000 people. Situated between Baltimore and Washington, D.C., and encompassing 14,200 acres of land, Columbia offers a wide variety of living, business and recreational opportunities. The master planned community’s full range of housing options is located in nine distinct, self-contained villages and a Town Center. Columbia has an estimated 5,500 businesses, which occupy approximately 26 million square feet of space and provide more than 63,000 jobs. There is a wide variety of retail options encompassing approximately 4.8 million square feet of retail space in more than 500 stores. As a result of the 2005 Base Realignment and Closure Commission, additional government agencies have been relocated to Fort George G. Meade, just 11 miles from Downtown Columbia. The overall workforce on the base is projected to be 56,000 people due to its role in cyber security and protecting the nation’s information technology assets from foreign threats. An economic engine for the region, Fort Meade directly or indirectly supports approximately 170,000 local jobs and growth projections indicate that there will be future demand for office space and housing for highly paid personnel. The Downtown Columbia market contains 2.1 million square feet of office space, of which we own 1.1 million square feet, located close to shopping, restaurants and entertainment venues. We believe that there is a significant opportunity to redevelop this area in the future. During 2010, we received entitlements to develop up to 5,500 new residential units, 4.3 million square feet of commercial office space, 1.3 million square feet of retail space and 640 hotel rooms. These entitlements have no expiration date under Maryland law. 7 In November 2010, we entered into a development agreement with GGP whereby we have a preferred residential and office development covenant that provides us the right of first offer for new development densities of residential and office within the Columbia Mall Ring Road. This covenant expires in 2030. The development agreement contains the key terms, conditions, responsibilities and obligations with respect to future development of this area within the greater Downtown Columbia Redevelopment District. We also own approximately 35 acres, net of road and related infrastructure improvements, on the land around Merriweather Post Pavilion, an outdoor amphitheater and concert venue, located south of the Columbia Mall. The acreage currently consists of raw land and subdivided land parcels readily available for new development. We held the initial public meeting called for in the county’s Final Development Plan (‘‘FDP’’) process and submitted an application for FDP approval in September 2014. Formal approval by the planning board is anticipated in the first quarter 2015, allowing us to proceed with road construction and individual building plans. Preliminary plans call for at least four million square feet of development activity, with high-rise buildings encompassing the Central Park-like setting afforded by the Pavilion and its surrounding property. Gateway/Emerson/Fairwood The remaining three communities (Gateway, Emerson and Fairwood) consist of 2,250 acres with 2,410 homes occupied by 6,000 residents. Gateway offers quality office space in a campus setting with approximately 63 commercial acres remaining to be sold as of December 31, 2014. Emerson has 34 commercial acres remaining to be developed and this land is fully entitled for build-out subject to meeting local requirements for subdivision and land development permits. Fairwood has 11 commercial acres available for sale as of December 31, 2014, and in addition to the commercial acres remaining to be sold, we own a few undedicated open space parcels, and 24 acres of unsubdivided land which cannot be developed as long as the nearby airport is operating. Summerlin (Las Vegas, Nevada) Spanning the western rim of the Las Vegas Valley and located approximately nine miles from downtown Las Vegas, our 22,500 acre Summerlin Master Planned Community is comprised of planned and developed villages and offers suburban living with accessibility to the Las Vegas Strip. For much of its 25-year history, Summerlin has consistently ranked in the Robert Charles Lesser annual poll of Top-Selling Master Planned Communities in the nation, ranking 15th in 2014. With 22 public and private schools (K-12), four institutions of higher learning, nine golf courses, cultural facilities and health and medical centers, Summerlin is a fully integrated community. The first residents moved into their homes in 1991. As of December 31, 2014, there were approximately 41,500 homes occupied by an estimated 105,000 residents. Summerlin’s population upon completion of the project is expected to exceed 200,000 residents. The Las Vegas, Nevada market is continuing to recover and Summerlin has experienced significant improvement in 2014 and 2013 land sales compared to 2012 and 2011. Summerlin is comprised of hundreds of neighborhoods located in 19 developed villages, out of 30 currently planned, with nearly 150 neighborhood and village parks that are all connected by a 150-mile long trail system. Summerlin is located adjacent to the Red Rock Canyon National Conservation Area, a landmark in southern Nevada, which has become a world-class hiking and rock climbing destination and attracts more than a million visitors annually. The heart of this MPC contains approximately 400 acres designated for residential and commercial development called Downtown Summerlin. We own approximately 300 acres of this land with the remaining acreage anchored by The Red Rock Casino, Resort & Spa and Life Time Fitness. On October 9, 2014, we opened the retail and fine dining component of a mixed-use development we built on 106 acres of this site. The development contains 1.4 million square feet of developed retail, restaurant, entertainment and office space, and has a pad site for a 200,000 square foot anchor tenant. We believe that the opening of this project will significantly increase the value of our surrounding land due to the addition of retail, office, restaurant 8 and entertainment amenities. Please refer to Downtown Summerlin under ‘‘Operating Assets’’ for a more complete description of this development. Summerlin contains approximately 2.1 million square feet of developed retail space and 3.3 million square feet of developed office space, in addition to the approximately 1.4 million square feet of retail and office space comprising Downtown Summerlin. In addition, there are three hotel properties owned by third parties containing approximately 1,400 hotel rooms within the MPC. Summerlin is divided into three separate regions known as Summerlin North, Summerlin South and Summerlin West. Summerlin North is fully developed and sold out. In Summerlin South, we are entitled to develop 740 acres of commercial property with no square footage restrictions, 489 of such acres, including our 106 acre Downtown Summerlin project, are either developed or committed to commercial development. The remaining 251 acres are under our control for future commercial development. We also have entitlements for an additional 17,000 residential units yet to be developed in Summerlin South. In Summerlin West, we are entitled to develop 5.85 million square feet of commercial space on up to 508 acres of which 100,000 square feet has already been developed through the construction of a grocery store anchored shopping center. We are also entitled to develop 30,000 residential units in Summerlin West, approximately 24,000 of which remain to be developed. The remaining 41,000 saleable residential lots represent Summerlin’s total entitlements, and utilization of these entitlements will be based on current and forecasted economic conditions. The Woodlands (Houston, Texas) The Woodlands is a 28,475 acre mixed-use self-contained master planned community approximately 1.5 times the size of Manhattan, New York, situated 27 miles north of Houston. The Woodlands provides an exceptional lifestyle and integrates recreational amenities, residential neighborhoods, commercial office space, retail shops and entertainment venues. Approximately 28% of The Woodlands is dedicated to green space, including parks, pathways, open spaces, golf courses and forest preserves. The Woodlands includes a waterway, outdoor art and an open-air performance pavilion, a resort and conference center, a luxury hotel and convention center, educational opportunities for all ages, hospitals and health care facilities. The Fountains at Waterway Square located on The Woodlands Waterway connects all of the amenities of the community via a water taxi system serving The Woodlands Town Center area and will eventually connect with Hughes Landing. The Woodlands has consistently ranked as one of the top master planned communities in the nation and Texas with regard to annual home sales. During its 40-year history, The Woodlands has won numerous awards, with the most recent being the Urban Land Institute’s 2014 ‘‘Vision Award for Exemplary Leadership.’’ According to Robert Charles Lesser & Co., The Woodlands was ranked 11th nationally and was also ranked 3rd in the Houston area in 2014 for the number of home sales. Past awards include the ‘‘Master Planned Community of the Year’’ presented by the Greater Houston Builders Association in 2010 for overall planning and design. Home site sales began in 1974. To maximize long term values, the development started with residential activity with land reserved for the eventual development of a town center containing office, retail, multi-family and hotel properties to serve the residents. Over time, the residential success created demand for commercial development. In recent years, the commercial and residential components have achieved significant appreciation in values and acceleration of development. Additionally, by virtue of the fact that we own most of the undeveloped available land in The Woodlands, we have substantial influence over the market and our competitors. As of December 31, 2014, there were approximately 41,200 homes occupied by approximately 109,700 residents and more than 1,900 businesses providing employment for approximately 58,400 people. The population is projected to increase to approximately 130,800 by 2022. We estimate that The Woodlands has a jobs to home ratio of approximately 1.42 to 1.00. This ratio implies that many residents also work within The Woodlands, making it a more attractive place to live compared to purely residential 9 communities by improving quality of life through short commute times. Since its inception, The Woodlands has sought to maintain a wide array of home choices and marketed that information to the realtor community as it is critical in providing guidance to the corporate relocation homebuyer. As a result of this effort, over the last ten years, The Woodlands has achieved an average of approximately 41% of new home sales attributable to ‘‘Outside of Houston Area’’ residents. As of December 31, 2014, The Woodlands had 773 acres of land designated for commercial use remaining to be sold or developed. The Woodlands is well positioned to dominate the commercial market for the next several years because we have the largest inventory of vacant commercial land available in the area and we offer virtually every product type being sought after by our customers. The mix of acreage designated for development versus sale may change over time based on market conditions, projected demand, our view of the economic benefits of developing or selling and other factors. The Woodlands has full or partial ownership interests in commercial properties totaling approximately 2.1 million square feet of office space (of which 1.1 million square feet are complete and nearly 1.0 million square feet are under construction), 398,682 square feet of retail and service space (of which 201,330 square feet are complete and 197,352 square feet are under construction) and 1,097 rental apartment units (of which 707 units are complete and 390 units are under construction). We also own and operate a 406-room resort and conference center facility, with an additional two hotels containing a total of 507 rooms under construction, and a 36-hole golf course with a country club facility. These commercial properties are more fully described under ‘‘Operating Assets’’. The ExxonMobil corporate campus that is located on a 385-acre site south of The Woodlands is expected to include approximately 20 buildings, consisting of three million square feet of space. ExxonMobil began relocating employees into this new location in 2014 and expects to complete the relocation by the end of 2015. We believe that the direct and indirect jobs related to this relocation will have a significant positive impact on The Woodlands and Bridgeland due to increased housing demand, as well as commercial space needs for companies servicing ExxonMobil. We believe the construction of The Grand Parkway linking The Woodlands and Bridgeland to the new ExxonMobil campus and the rest of the greater Houston area will be viewed positively by potential residents of our Houston master planned communities. Construction of the segments of The Grand Parkway that will serve The Woodlands and Bridgeland is expected to be completed in 2015. Operating Assets We own 11 retail properties, 20 office properties, two multi-family apartment buildings, a resort and conference center, a 36-hole golf course and country club and nine other operating assets and investments that generate revenue. Based on a variety of factors, we believe that there are opportunities to redevelop or reposition many of these assets, primarily several of the retail properties and Columbia office properties, to improve their operating performance. These factors include, but are not limited to, the following: (1) existing and forecasted demographics surrounding the property; (2) competition related to existing and/or alternative uses; (3) existing entitlements of the property and our ability to change them; (4) compatibility of the physical site with proposed uses; and (5) environmental considerations, traffic patterns and access to the properties. We believe that, subject to obtaining all necessary consents and approvals, these assets have the potential for future growth by means of an improved tenant mix, additional gross leasable area (‘‘GLA’’), or repositioning of the asset for alternative use. Redevelopment plans for these assets may include office, retail or residential space, shopping centers, movie theaters, parking complexes and open space. Any future redevelopment may require that we obtain permits, licenses, consents and/or waivers from various parties. Our retail and office properties include approximately 5.8 million square feet of GLA of which 3.3 million square feet is retail and 2.5 million square feet is office. 10 This section contains a general description of each of the assets contained in our Operating Assets segment. For a detailed discussion of the financial performance of our Operating Assets please refer to ‘‘Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.’’ Retail Columbia Regional Building (Maryland, Columbia) The Columbia Regional Building, designed by Frank Gehry, was restored and redeveloped in 2014. The 88,556 square foot building re-opened with Columbia’s first Whole Foods Market. We believe that the redeveloped building will serve as a catalyst for future development in downtown Columbia. Cottonwood Square (Salt Lake City, Utah) Cottonwood Square is a 77,079 square foot community retail center situated in a high traffic area. This site is across from our Cottonwood Mall property, one of our Strategic Developments, which provides an opportunity for development synergies. For more information regarding our development activities, please refer to our Strategic Developments segment. Downtown Summerlin (Las Vegas, Nevada) Downtown Summerlin, formerly known as ‘‘Shops at Summerlin’’, is a retail, office and fine dining development comprised of approximately 1.6 million square feet and was substantially completed by us and opened in October 2014. We believe this is the largest development of its kind to open in the U.S. since the economic downturn. It consists of a Fashion Center having two department store anchor tenants and a pad for a third, small-shop retail and restaurants and an approximately 280,000 square foot marketplace consisting of big box and junior anchor retail space and an approximately 235,000 square foot office building, One Summerlin. The development is located on approximately 106 acres within the 400-acre Downtown Summerlin area. 1701 Lake Robbins (The Woodlands, Texas) 1701 Lake Robbins is a 12,376 square foot retail building that we acquired for $5.7 million on July 18, 2014. Landmark Mall (Alexandria, Virginia) Anchored by Macy’s and Sears, Landmark Mall is an 879,262 square foot shopping mall located just nine miles southwest of Washington, D.C. The mall is located within one mile of public rail service on D.C.’s metro blue line. In 2013, we received unanimous rezoning approval from the City of Alexandria for Phase I of the redevelopment, which includes converting 11 acres of our 22-acre site, located within the center of the property between Macy’s and Sears, from a traditional enclosed mall to a vibrant outdoor mixed-use environment with street retail shops and restaurants and high density residential housing. Within Phase I we are developing plans for approximately 270,000 square feet of new retail space, including an upscale dine-in movie theater and up to 400 residential units. Prior to the commencement of construction, we must finalize a development program, achieve internal pre-leasing targets, obtain a development permit application from the City of Alexandria, and consents from Macy’s and Sears. Outlet Collection at Riverwalk (New Orleans, Louisiana) The Outlet Collection at Riverwalk, formerly known as ‘‘Riverwalk Marketplace’’, is an urban upscale outlet center located along the Mississippi River in downtown New Orleans adjacent to the New Orleans Memorial Convention Center and the Audubon Aquarium of the Americas. We believe this is 11 the nation’s first upscale outlet center located downtown in a major city. We completed redevelopment of the center, comprising 246,221 square feet, and reopened it in May 2014. Park West (Peoria, Arizona) Park West is a 249,173 square foot open-air shopping, dining and entertainment destination, which is approximately one mile northwest of the Arizona Cardinals’ football stadium and the Phoenix Coyote’s hockey arena. Park West has an additional 100,000 square feet of available development rights as permitted for retail, restaurant and hotel uses. Additionally, we own four parcels of land adjacent to our Park West property consisting of approximately 18 acres. The Seaport District (New York, New York) The Seaport District includes the entire South Street Seaport, encompasses the historic waterfront along the East River, and is bounded by the Brooklyn Bridge on the north, Wall Street on the south and Water Street on the west. The South Street Seaport is currently comprised of land and buildings located in an area we call the historic area and Pier 17. We lease a significant portion of the property and it is subject to ground leases that expire in 2072. The historic area (which is west of the FDR Drive) includes retail space in 5 buildings. Pier 17 is located east of FDR Drive and is under construction. Upon completion of the Pier 17 Renovation Project, as described below, South Street Seaport will have approximately 362,000 square feet of leasable space, substantially all of which will be retail. The South Street Seaport is being rebranded to include the larger Seaport District as the company begins to reintroduce The Seaport District to New York City as the city’s Oldest New Neighborhood. On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport and we provided a completion guarantee to New York City for the Renovation Project (as defined below). The execution of the amended and restated ground lease was the final step necessary for the commencement of the renovation and reconstruction of the existing pier and building (‘‘Renovation Project’’). Construction began in September 2013 and is expected to conclude in 2017. The Renovation Project features a newly constructed pier and building and is designed to include a vibrant open rooftop encompassing approximately 1.5 acres, upscale retail and outdoor entertainment venues. Additionally, we will reposition a significant portion of the 180,000 square feet of retail space in the historic area. On November 20, 2013, we announced plans for further redevelopment of the Seaport District, which includes approximately 700,000 square feet of additional space. The plans are subject to a Uniform Land Use Review Procedure (‘‘ULURP’’) that requires approval by the New York City Council, the New York City Landmarks Preservation Commission and various other government agencies. After participating in a comprehensive neighborhood planning process with community stakeholders and elected public officials over the past year, we presented our revised plans to the Landmark Preservation Committee on December 10, 2014. Our current proposal includes the complete restoration of the historic Tin Building, which will include a dynamic food market, greater pedestrian access to the waterfront via East River Esplanade improvements and a new marina. It will also include a reconfigured South Street Seaport Museum space within Schermerhorn Row, as well as a potential building addition on the adjacent John Street lot, the replacement of wooden platform piers adjacent to Pier 17, and a newly constructed mixed-use building which may include a new public middle school and community recreation space. 12 Ward Village (Honolulu, Hawaii) The operating properties of Ward Village, formerly known as ‘‘Ward Centers’’, are situated along Ala Moana Beach Park and are within one mile of Waikiki and downtown Honolulu. They currently include a 678,000 square foot shopping district containing seven specialty centers, approximately 146 shops, and restaurants and an entertainment center which includes a 16-screen movie theater. In 2012, Ward Village Shops consisting of approximately 67,000 square feet of retail, and in 2013, Auahi Shops consisting of 57,000 square feet of retail were completed. Ward Village will be a vibrant neighborhood that offers unique retail experiences and exceptional residences set among dynamic public open spaces and walkable streets. For more information regarding our master planned development activities, please refer to our Strategic Developments segment. 20 & 25 Waterway Avenue (The Woodlands, Texas) 20 & 25 Waterway Avenue are two retail properties located in the Waterway Square commercial district in The Woodlands Town Center. The properties total 50,022 square feet. Waterway Garage Retail (The Woodlands, Texas) Waterway Garage Retail is attached to the Waterway Square Garage located within The Woodlands Town Center. The 21,513 square foot retail portion of the garage was completed in 2011. Office Columbia, Maryland 10-60 Columbia Corporate Center 10-60 Columbia Corporate Center is comprised of six adjacent office buildings totaling 699,884 square feet. We received the six office buildings, with a fair value of approximately $130.0 million, as part of our Tax Indemnity Settlement with GGP. Located in Downtown Columbia, Maryland, 14 miles from the Baltimore Beltway and 17 miles from the Washington Beltway, the buildings are currently unencumbered. As a result of this acquisition, we believe that we own approximately 50% of the total Downtown Columbia office market. 70 Columbia Corporate Center 70 Columbia Corporate Center is a 170,741 square foot office building located adjacent to 10-60 Columbia Corporate Center in Downtown Columbia, Maryland. We acquired the building in August 2012. Columbia Office Properties We own three office buildings, and are a master tenant of a fourth office building (in addition to 10-70 Columbia Corporate Center described above), located in the heart of Downtown Columbia, Maryland. The master ground lease under the fourth office building has a 2020 initial expiration and a 2060 final expiration date, including market renewal options. The buildings, which comprise 220,420 square feet, include: (1) the Columbia Association Building; (2) the Columbia Exhibit Building; (3) the Ridgley Building; and (4) American City Building (master tenant). The Woodlands, Texas Hughes Landing Hughes Landing is a 66-acre mixed-use development on Lake Woodlands. The development is envisioned at full build-out to contain up to two million square feet of office space in 11 office 13 buildings, approximately 200,000 square feet of retail and entertainment venues, 1,500 multi-family units and a 205-room hotel. To date, two office buildings have been completed and are further described below. One Hughes Landing – One Hughes Landing is a 197,719 square foot Class A office building set on 2.7 acres, including a 1,200 space parking garage shared with Two Hughes Landing. The building was opened in the third quarter 2013. Two Hughes Landing – Two Hughes Landing is a 197,714 square foot Class A office building set on 3.6 acres, including a 1,200 space parking garage shared with One Hughes Landing. The project was substantially completed and placed in service during 2014. 2201 Lake Woodlands Drive 2201 Lake Woodlands Drive is a two-story Class C office building located in the East Shore commercial district of The Woodlands. The property totals 24,119 square feet. 9303 New Trails 9303 New Trails is a four-story Class B office building located within the Research Forest district of The Woodlands. The property totals 97,553 square feet. 3831 Technology Forest Drive Kiewit Energy Group is the tenant occupying this 95,078 square foot office building completed and opened by us in December 2014. Kiewit Energy Group has executed a ten-year lease to occupy all of the building. The building is located on a 5.7-acre land parcel at 3831 Technology Forest Drive. 3 Waterway Square The building was opened in June 2013. It is a 232,021 square foot Class A office building located in The Woodlands Town Center. 4 Waterway Square 4 Waterway Square is a 218,551 square foot Class A office building located in The Woodlands Town Center. 1400 Woodloch Forest Drive 1400 Woodloch Forest Drive is a 95,667 square foot Class B office building located at the entrance to The Woodlands Town Center. Chicago, Illinois 110 N. Wacker The property is a 226,000 square foot office building located at 110 N. Wacker Drive in downtown Chicago. We own a 100% interest in the operating profits and, upon a capital event, are entitled to an 11.0% preferred return on, and a return of, our invested capital, after which any excess cash flow is evenly split with our partner. In 2014, we purchased the fee simple interest in the land underlying the office building for $12.3 million. 14 Multi-family Millennium Waterway Apartments (The Woodlands, Texas) Millennium Waterway Apartments is a 393-unit Class A apartment building located within The Woodlands Town Center. 85 South Street (New York, New York) On October 22, 2014, we acquired a 21-unit fully leased multi-family apartment building for $20.1 million. The building also contains approximately 13,000 square feet of ground floor retail space. The property is located near our South Street Seaport property. Resort and Conference Center and Country Club The Woodlands Resort & Conference Center (The Woodlands, Texas) The Woodlands Resort & Conference Center (‘‘WRCC’’) located approximately two miles south of The Woodlands Town Center and consists of 406 hotel rooms and 90,000 square feet of meeting space, including the 30,000 square feet currently leased by ExxonMobil. In 2013, we began a redevelopment and expansion of WRCC and completed the project in 2014. The project included renovating 222 existing guest rooms, and construction of a new wing of 184 guest rooms and suites that replaced 218 rooms that were taken out of service and will eventually be demolished. The development also included construction of a 1,000 foot lazy river, a new lobby, the revitalization of 60,000 square feet of meeting and event facilities, and a new restaurant, Robard’s Steakhouse, which is a 130-seat restaurant located across the street from WRCC on the 18th hole of the Panther Trail Golf Course and will be operated by the hotel management. The Club at Carlton Woods (The Woodlands, Texas) The Club at Carlton Woods is located within one of the most exclusive communities in The Woodlands. In addition to an 18-hole Jack Nicklaus Signature Golf Course and an 18-hole Tom Fazio Championship Course, it contains two clubhouses, a spa, and fitness facilities. These amenities total approximately 78,000 square feet as well as tennis courts and a golf learning center. Other Operating Assets and Investments Golf Courses at TPC Summerlin and TPC Las Vegas, (participation interest) located in the Summerlin Master Planned Community (Las Vegas, Nevada) The TPC Summerlin is an 18-hole private championship course designed by golf course architect Bobby Weed with player consultant Fuzzy Zoeller. TPC Las Vegas is an 18-hole public championship course designed by Bobby Weed with player consultant Raymond Floyd. These courses represent the only two golf courses in Nevada that are owned and operated by the Professional Golfers’ Association of America (the ‘‘PGA’’). We are entitled to receive residual payments from the PGA with respect to the two golf courses through October 31, 2021, the termination date of the sales agreement with the PGA. We receive 75% of the net operating profits and 90% of all profits from membership sales at TPC Summerlin until such time as the original investment in the courses of $23.5 million has been recouped, which is projected to occur no sooner than 2018. Once we have received payments from the PGA totaling $23.5 million, we are entitled to receive 20% of all net operating profits from the two courses through the termination date of the agreement. As of December 31, 2014, the remaining balance of our investment is approximately $4.5 million, approximately $4.4 million greater than our $0.1 million book value. 15 Kewalo Basin Harbor (Honolulu, Hawaii) Kewalo Basin Harbor is a harbor that leases slips for charter, commercial fishing and recreational vessels. It is located in the heart of Honolulu across Ala Moana Boulevard from Ward Village. In August 2014, we entered into a 35-year lease with a 10-year extension option with the Hawaii Community Development Authority (‘‘HCDA’’) to make improvements, manage, and serve as the operator of Kewalo Basin Harbor. Our capital improvement activities will begin in late 2015 and will be phased in over multiple years. Merriweather Post Pavilion (Columbia, Maryland) Designed by the renowned architect Frank Gehry, Merriweather Post Pavilion and its parking area sit on approximately 40 acres in the heart of Downtown Columbia, Maryland. The facility, which was opened in 1967, has a capacity of more than 15,000 people. In 2013, Rolling Stone magazine named Merriweather Post Pavilion the 4th best amphitheater in America. Millennium Woodlands Phase II, LLC (The Woodlands, Texas) We are an 81.43% partner in a joint venture with The Dinerstein Companies to develop and operate Millennium Woodlands Phase II, a 314-unit Class A multi-family complex in The Woodlands Town Center. During the third quarter 2014, the joint venture completed construction and placed the project into service. Stewart Title of Montgomery County, TX (The Woodlands, Texas) We own a 50% interest in Stewart Title, a real estate services company located in The Woodlands which handles a majority of the residential and commercial land sale closings for The Woodlands. Summerlin Hospital Medical Center (Las Vegas, Nevada) We have an indirect ownership interest of approximately 5.0% in the Summerlin Hospital Medical Center. Our ownership interest entitles us to a pro rata share of the cumulative undistributed profit in the hospital and we typically receive a distribution one time per year during the first quarter. This medical center is a 454-bed hospital located on a 41-acre medical campus in our Summerlin MPC with 307,820 square feet of medical office space and a 1,247-space parking garage. Summerlin Las Vegas Baseball Club (Las Vegas, NV) We are a 50% partner in a joint venture, Summerlin Las Vegas Baseball Club, LLC, which owns the Las Vegas 51s, a Triple-A baseball team affiliated with the New York Mets. The team is a member of the Pacific Coast League and has been based in Las Vegas for 30 years. Our strategy in acquiring an ownership interest is to pursue a relocation of the team to a stadium which we would then build in our Summerlin MPC. There can be no assurance that such a stadium will ultimately be built. The Woodlands Parking Garages (The Woodlands, Texas) The Woodlands Parking Garages comprise nearly 3,000 parking spaces in two separate parking structures. The Waterway Square Garage has 1,933 spaces and is located in The Woodlands Town Center. The Waterway Square Garage has excess parking capacity for future commercial development, including the Westin Hotel which is under construction. Woodloch Forest garage has approximately 1,000 total spaces with 300 spaces available for future adjacent office development. 16 Woodlands Sarofim #1 Limited (The Woodlands, Texas) We own a 20% interest in three office/industrial buildings located in The Woodlands Research Forest district within The Woodlands. The portfolio contains 129,790 square feet and the various buildings were constructed between the late 1980s and 2002. Strategic Developments Our Strategic Developments segment is made up of near, medium and long-term real estate development properties and active development projects. We continue to advance the development plans for most of these assets based on market conditions and availability of capital. As we begin to undertake our development plans we obtain the proper permits and approvals, and often seek project- level construction financing. This section contains a general description of each of the assets contained in our Strategic Developments segment. For a detailed discussion of Strategic Developments that are under construction, including estimated total development costs, completion to date, financing, pre-leasing, pre-sales and other relevant information, please refer to ‘‘Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.’’ We continue to execute our strategic plans for developing several of these assets with construction either under way or pending. The remainder of these assets will require substantial future development to achieve their highest and best use. The Woodlands (The Woodlands, Texas) Creekside Village Green Creekside Village Green is a 74,500 square foot retail center consisting of retail, restaurant and professional office space across two main buildings and a centrally located restaurant building substantially completed and opened in January 2015. Creekside Village Green is located within Creekside Village Center, a 100-acre mixed-use commercial development that is anchored by an H-E-B grocery store. Creekside Village Center will ultimately include 400,000 square feet of retail and office space, 800 units of multi-family, 200 units of senior living facility and an 85,000 square foot campus within the Lone Star College System. Three Hughes Landing Three Hughes Landing will be a 324,000 square foot, 12-story Class A office building with an adjacent parking garage containing approximately 1,062 spaces in Hughes Landing situated on four acres of land. We began construction during the third quarter 2014 and anticipate completion of the project during the fourth quarter 2015. 1725-35 Hughes Landing Boulevard 1725-35 will be two adjacent Class A office buildings. The building located at 1725 Hughes Landing Boulevard (West Building) will be 12 stories and approximately 318,000 leasable square feet, and the building located at 1735 Hughes Landing Boulevard (East Building) will be 13 stories and 329,000 leasable square feet. A 2,617 space parking garage will also be located on the 4.3 acre site and will be exclusive to these buildings. We began construction during the fourth quarter 2013 and anticipate completion of the project by the fourth quarter 2015. ExxonMobil Corporation has executed leases to occupy the entire West Building for twelve years, and it has executed leases for 160,000 square feet in the East Building for eight years, with an option to lease the remaining space before the building opens. 17 Hughes Landing Hotel (Embassy Suites) Hughes Landing Hotel will be a nine-story, 205-room, full-service Embassy Suites by Hilton hotel located in Hughes Landing that we will own and manage. The 172,000 square foot hotel will have 3,350 square feet of meeting and event space, a business center, a full service bar and restaurant, a rooftop that overlooks Lake Woodlands and a 24-hour fitness center. We began construction during the fourth quarter 2014 and expect completion of the hotel by the end of 2015. Hughes Landing Retail Hughes Landing Retail will be a 123,000 square foot retail component of Hughes Landing. The project consists of Whole Foods, an anchor tenant with 40,000 square feet of space, 32,900 square feet of retail and a 50,100 square foot restaurant row. We began construction during the fourth quarter 2013 and the project is expected to be completed in the first quarter 2015. One Lake’s Edge One Lake’s Edge will be an eight-story, Class A, multi-family project within Hughes Landing comprised of 390 multi-family units (averaging 984 square feet per unit), 22,289 square feet of retail and an approximately 750 space parking garage, all situated on three acres of land. Additionally, the project will feature an amenity deck on the third floor that will feature a pool, courtyard and other amenities overlooking Lake Woodlands. Construction began during the fourth quarter 2013 and completion is expected in the second quarter 2015. Waterway Square Hotel (Westin) The Waterway Square Hotel will be a 302-room Westin-branded hotel that we will own and manage. The hotel will contain more than 15,000 square feet of meeting space, an outdoor pool, WestinWORKOUT(cid:4) studio, business center and all the brand’s signature amenities overlooking The Woodlands Waterway in Waterway Square. It will also feature a 150-seat restaurant, a lobby bar and a second level pool deck and bar, with direct access to The Fountains at Waterway Square. We began construction during the second quarter 2014 and expect completion of the project by the end of 2015. Ward Village (Honolulu, Hawaii) Ward Village will be a globally recognized urban master planned community offering unique retail experiences, exceptional residences and workforce housing set among dynamic open spaces and pedestrian friendly streets. Our master plan development agreement with the HCDA allows for up to 9.3 million square feet, including up to 7.6 million square feet of residential (approximately 4,000 condominium units which are initially estimated to average approximately 1,500 square feet per unit), and approximately 1.7 million square feet of retail, office, commercial and other uses. Full build-out is estimated to occur over 12-15 years, but will ultimately depend on market absorption and many other factors that are difficult to estimate. Ward Village has received LEED Neighborhood Development (LEED-ND) Platinum certification, making the master plan the nation’s largest LEED-ND Platinum certified project, and the only LEED-ND Platinum project in the state of Hawaii. The LEED rating system is the foremost program for buildings, homes, and communities that are designed, constructed, maintained and operated for improved environmental and human health performance. LEED certification is important to many buyers and users of such facilities because it is a third party certification regarding the facility’s water efficiency, energy saving capability, indoor environmental quality, carbon dioxide emissions and resource preservation. Phase One of the development consists of four components on four separate blocks: the renovation of the IBM building, which primarily serves as the information center and sales gallery for Ward Village, two mixed-use market rate residential towers and one workforce housing tower. Development permit applications and detailed plans were approved by the HCDA in the third quarter 2013 and 18 condominium documents were approved by the Hawaii Real Estate Commission for two market rate towers. The renovation of the IBM Building was completed in first quarter 2014, and serves as a world class information center and sales gallery for the entire Ward Village Master Plan development. The sales center dedicates a section to telling the story of the history of the land, while another section showcases our vision for Ward Village. The first of the two market rate towers, Waiea, meaning ‘‘water of life’’ in Hawaiian, is being developed on Ala Moana Boulevard and will consist of approximately 171 market rate condominium units for sale, six levels of parking and approximately 8,000 square feet of new retail space. The condominiums will consist of one, two and three bedroom units, villas and penthouses ranging from approximately 1,100 to 17,500 square feet. Construction commenced in second quarter 2014 with projected completion by the end of 2016. The second market rate tower, Anaha, meaning ‘‘reflection of light,’’ is planned for Auahi Street and will consist of approximately 311 market rate condominium units for sale, six levels of parking and approximately 17,000 square feet of new retail space. The condominiums will consist of studios, one, two and three-bedroom units, townhomes and penthouses ranging from approximately 450 to 6,500 square feet. Construction commenced in November of 2014 with projected completion in early 2017. The workforce residential tower is planned for a site on Ward Avenue and will consist of 424 residential units, 375 of which will be offered at prices lower than the market rate towers. It will also include six levels of parking and 23,000 square feet of new retail space. We continue to finalize plans for this tower. During the fourth quarter 2014, we received approval from the HCDA for the Ward Gateway Towers project, the first residential and commercial development in Phase Two that will be located on Ala Moana Boulevard. Ward Gateway Towers will consist of two mixed-use towers with approximately 236 total units, 20,000 square feet of total retail and a one-acre park that will serve as the start of a four-acre village green that will open up a pedestrian connection from the heart of Ward Village to the center of Kewalo Basin Harbor. In February 2015, we received approval from the HCDA for the Ward Block M project, a mixed-use residential tower in Phase Two that will be located behind the Ward Entertainment Center at the corner of Queen Street and Kamake’e Street. Ward Block M will include approximately 466 residential units, a flagship 50,000 square foot Whole Foods Market, plus approximately 10,000 square feet of additional retail and more than 700 parking spaces. The Whole Foods Market lease was executed in the second quarter 2014 with a 20-year lease term and includes four, five-year extension options. We expect to begin construction of the Whole Foods Market in 2015 with completion scheduled for 2017, and continue to finalize pre-development activities and the project budget. We anticipate launching pre-sales in 2015. ONE Ala Moana Tower Condominiums In October 2011, we and an entity jointly owned by two local developers, Kobayashi Group and The MacNaughton Group, formed a 50/50 joint venture to develop a luxury condominium tower above an existing parking structure at Ala Moana Center. Construction of the 23-story, 206-unit tower consisting of one, two and three-bedroom units ranging from 760 to 4,100 square feet commenced in April 2013 and was completed with final closing on substantially all units in December 2014. The Metropolitan Downtown Columbia Project (Columbia, Maryland) In October 2011, we entered into a joint venture with a local multi-family developer, Kettler, Inc., (‘‘Kettler’’) to construct a 380-unit Class A apartment building with approximately 14,000 square feet of ground floor retail space in downtown Columbia, Maryland. Our partner is responsible for providing construction and property management services, including the funding and oversight of development 19 activities. We contributed a 4.2-acre site valued at $20.3 million and having a $3.0 million book value, in exchange for a 50% interest in the venture and our partner contributed cash for its interest. The joint venture began construction of The Metropolitan Downtown Columbia Project in February 2013 and anticipates substantial completion by the end of the first quarter 2015. Other Development Projects Alameda Plaza (Pocatello, Idaho) Alameda Plaza is located in Pocatello, Idaho at the intersection of Yellowstone Park Highway and Alameda Road. The 6.9-acre site contains 65,292 square feet of vacant retail space. AllenTowne (Allen, Texas) AllenTowne consists of 238 acres located at the high-traffic intersection of Highway 121 and U.S. Highway 75 in Allen, Texas, 27 miles northeast of downtown Dallas. As market conditions evolve and opportunities develop, we will further evaluate how to best position the property. Bridges at Mint Hill (Charlotte, North Carolina) We own a 90.5% interest in a joint venture to develop a shopping center on property located southeast of Charlotte, North Carolina. The parcel is approximately 210 acres consisting of 120 developable acres and is zoned for approximately 1.3 million square feet of retail, hotel and commercial development. Development will require expansion of roads and an installation of a sewer utility which we expect to begin in 2015. Century Plaza (Birmingham, Alabama) Century Plaza is located on the southeastern side of Birmingham, Alabama, on U.S. Route 78 (Crestwood Blvd.) near Interstate 20. The site consists of approximately 59 acres with approximately 740,000 square feet of vacant GLA. Circle T Ranch and Circle T Power Center (Westlake, Texas) We are a 50% partner in a joint venture with Hillwood Properties, a local developer. The property is located at the intersection of Texas highways 114 and 170, which is 20 miles north of downtown Fort Worth, in Westlake, Texas. The Circle T Ranch parcel contains 128 acres while the Circle T Power Center parcel contains 151 acres. Cottonwood Mall (Holladay, Utah) Located 7.5 miles from downtown Salt Lake City, in the city of Holladay, Utah, Cottonwood Mall is a unique infill redevelopment opportunity that is a demolished mall. This redevelopment site is 54 acres and consists of a stand-alone Macy’s department store. The project is entitled for 575,000 square feet of retail, 195,000 square feet of office and 614 residential units. Elk Grove Promenade (Elk Grove, California) Elk Grove Promenade was originally planned as a 1.1 million leasable square foot outdoor shopping center on approximately 100 acres. Located approximately 17 miles southeast of Sacramento, the location affords easy access and visibility from State Highway 99 at Grant Line Road. In October of 2014, we received unanimous approval from the Elk Grove City Council for the development of The Outlet Collection at Elk Grove. The Outlet Collection at Elk Grove will be an upscale complex constructed on approximately 60 acres with more than 100 stores as well as numerous dining options, a 14-screen movie theater and public gathering spaces with best in class amenities. The first phase consists of reconfiguring the existing site and buildings to allow for up to 689,000 square feet of dining, 20 shopping and entertainment. Commencement of construction is dependent on meeting internal pre-leasing hurdles for the project. Future phases will be constructed on the remaining 40 acres with a total potential development density that is now to up 1.3 million square feet, inclusive of the 689,000 square feet contemplated in the first phase. Fashion Show Air Rights (Las Vegas, Nevada) We entered into a binding set of core principles with GGP pursuant to which we will have the right to acquire an 80% ownership interest in the air rights above the Fashion Show Mall located on the Las Vegas Strip for nominal consideration. This right is contingent upon the satisfaction of a number of conditions and does not become effective unless the existing loans of the Fashion Show Mall and The Shoppes at the Palazzo and related guarantees are settled in full, which is currently expected to occur with GGP’s scheduled repayment in May 2017. Kendall Town Center (Kendall, Florida) We own 70 acres that are entitled for 621,300 square feet of retail, 60,000 square feet of office space and a 50,000 square foot community center located within Kendall Town Center. Kendall Town Center is a 141-acre mixed-use site located at the intersection of North Kendall Drive and SW 158th, approximately 20 miles southwest of downtown Miami. Also included within Kendall Town Center are a 31-acre parcel owned by Baptist Hospital, which contains a 282,000 square foot hospital and a 62,000 square foot medical office building, and a future 120-room hotel with ancillary office and retail space and a senior housing development on a 23-acre site. Land totaling 14 acres has also been deeded to the property owners association and three acres have been deeded to Miami-Dade County. We are developing a mixed-use program and site plan and expect to submit a rezoning application to permit residential development in 2015. Lakeland Village Center (Bridgeland, Texas) Lakeland Village will be an 83,400 square foot traditional neighborhood retail/office center situated on eight acres within our Bridgeland master planned community. It will be the community’s first village center. In October 2014, we executed a 25-year 15,300 square foot ground lease with CVS Pharmacy that includes four, five-year extension options. CVS Pharmacy will serve as the anchor tenant and the center will consist of ground-level retail, restaurant and professional office space organized within nine buildings, all totaling approximately 68,900 square feet. We expect to begin construction in the first half of 2015 with a scheduled early 2016 completion date. Lakemoor (Volo) Land (Lakemoor, Illinois) This 40-acre vacant land parcel is located on Route 12 which is 50 miles north of Chicago in a growing suburb. The project has no utilities in place and is currently designated as farmland. Maui Ranch Land (Maui, Hawaii) This site has nominal value and consists of two, non-adjacent, ten-acre undeveloped land-locked parcels located near the Kula Forest Preserve on the island of Maui, Hawaii. The land currently is zoned for native vegetation. There is no ground right of way access to the land and there currently is no infrastructure or utilities in the surrounding area. Parcel C (Columbia, Maryland) On October 4, 2013, we entered into a joint venture agreement with Kettler to construct a 437-unit, Class A apartment building with 31,000 square feet of ground floor retail. We contributed approximately five acres of land valued at $23.4 million and having an estimated book value of $4.0 million in exchange for a 50% interest in the joint venture. 21 Seaport District Assemblage (New York, New York) The Seaport District Assemblage is comprised of a 48,000 square foot commercial building on a 15,744 square foot lot with certain air rights with total residential and commercial development rights of 621,651 square feet. As of December 31, 2014, we were under contract to purchase another 58,000 square foot commercial building and air rights attributable to three additional parcels during the first half of 2015, that will ultimately create a 42,694 square foot lot entitled for 817,784 square feet of mixed use development. These properties are collectively referred to as the Seaport District Assemblage and are located in close proximity to our South Street Seaport property. Please refer to ‘‘– Recent Significant Transactions’’ for more information on the Assemblage. Summerlin Apartments, LLC (Las Vegas, Nevada) On January 24, 2014, we entered into a joint venture with a national multi-family real estate developer, The Calida Group (‘‘Calida’’), to construct, own and operate a 124-unit gated luxury apartment complex to be called The Constellation located just east of Downtown Summerlin, which we believe will be the first of its kind in the Las Vegas Valley. We contributed a 4.5-acre parcel of land with an agreed value of $3.2 million in exchange for a 50% interest in the venture in February 2015 and our partner contributed cash for their 50% interest. Construction commenced in February 2015 with completion expected during the second quarter 2016. West Windsor (West Windsor, New Jersey) West Windsor is a former Wyeth Agricultural Research & Development Campus on Quakerbridge Road and U.S. Route One near Princeton, New Jersey. The land consists of 658 total acres comprised of two large parcels that are bisected by Clarksville Meadows Road and a third smaller parcel. Zoning, environmental and other development factors are currently being evaluated in conjunction with a development feasibility study of the site. Competition The nature and extent of our competition depends on the type of property involved. With respect to our master planned communities segment, we compete with other landholders and residential and commercial property developers in the development of properties within Las Vegas, Nevada; Houston, Texas and the Baltimore/Washington, D.C. markets. Significant factors which we believe allow us to compete effectively in this business include: (cid:129) the size and scope of our master planned communities; (cid:129) years of experience serving the industry; (cid:129) the recreational and cultural amenities available within the communities; (cid:129) the commercial centers in the communities, including the retail properties that we own and/or operate or may develop; (cid:129) our relationships with homebuilders; (cid:129) our level of debt relative to total assets; and (cid:129) the proximity of our developments to major metropolitan areas. With respect to our Operating Assets segment, we primarily compete for retail and office tenants, and to a lesser extent, residential tenants. We believe the principal factors that retailers consider in making their leasing decisions include: (1) consumer demographics; (2) age, quality, design and location of properties; (3) neighboring real estate projects that have been developed by our predecessors or that we, in the future, may develop; (4) diversity of retailers and anchor tenants at shopping center locations; (5) management and operational expertise; and (6) rental rates. 22 With respect to our Strategic Developments segment, our direct competitors include other commercial property developers, retail mall development and operating companies and other owners of retail real estate that engage in similar businesses. Environmental Matters Under various federal, state and local laws and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on such real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to promptly remediate such substances, may adversely affect the owner’s ability to sell such real estate or to obtain financing using such real estate as collateral. Substantially all of our properties have been subject to Phase I environmental assessments, which are intended to evaluate the environmental condition of the surveyed and surrounding properties. As of December 31, 2014, the assessments have not revealed any known environmental liability that we believe would have a material adverse effect on our overall business, financial condition or results of operations. Nevertheless, it is possible that these assessments do not reveal all environmental liabilities or that the conditions have changed since the assessments were prepared (typically at the time the property was purchased or encumbered with debt). Moreover, no assurances can be given that future laws, ordinances or regulations will not impose any material environmental liability on us, or the current environmental condition of our properties will not be adversely affected by tenants and occupants of the properties, by the condition of properties in the vicinity of our properties (such as the presence on such properties of underground storage tanks) or by third parties unrelated to us. Future development opportunities may require additional capital and other expenditures to comply with federal, state and local statutes and regulations relating to the protection of the environment. In addition, there is a risk when redeveloping sites, that we might encounter previously unknown issues that require remediation or residual contamination warranting special handling or disposal, which could affect the speed of redevelopment. Where redevelopment involves renovating or demolishing existing facilities, we may be required to undertake abatement and/or the removal and disposal of building materials or other remediation or cleanup activities that contain hazardous materials. We cannot predict with any certainty the magnitude of any such expenditures or the long-range effect, if any, on our operations. Compliance with such laws has not had a material adverse effect on our current or past operating results or competitive position, but could have such an effect on our operating results or competitive position in the future. Employees As of December 31, 2014, we had approximately 1,100 employees. Available Information Our website address is www.howardhughes.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K 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 our Investors section of our website are reports filed by our directors and executive officers on Forms 3, 4 and 5, and amendments to those reports. Our website and included or linked information on the website are not intended to be incorporated into this Annual Report on Form 10-K. 23 ITEM 1A. RISK FACTORS The risks and uncertainties described below are those that we deem currently to be material, and do not represent all of the risks that we face. Additional risks and uncertainties not presently known to us or that we currently do not consider material may in the future become material and impair our business operations. If any of the following risks actually occur, our business could be materially harmed, and our financial condition and results of operations could be materially and adversely affected. Our business, prospects, financial condition or results of operations could be materially and adversely affected by the following: Risks Related to our Business Our performance is subject to risks associated with the real estate industry. Our economic performance and the value of our properties are subject to developments that affect real estate generally and that are specific to our properties. If our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow will be adversely affected. The following factors, among others, may adversely affect the income generated by our properties: (cid:129) downturns in the economic conditions at the national, regional or local levels, particularly a decline in one or more of our primary markets; (cid:129) competition from other master planned communities, retail properties, office properties or other commercial space; (cid:129) our ability to obtain substantial amounts of operating and development capital; (cid:129) increases in interest rates; (cid:129) the availability of financing, including refinancing or extensions of existing mortgage debt, on acceptable terms, or at all; (cid:129) increased operating costs, including insurance expense, utilities, real estate taxes, state and local taxes and heightened security costs; (cid:129) fluctuating condominium prices and absorption rates; (cid:129) ability to re-let space as leases expire on similar or more favorable terms than the terms of the expiring lease; (cid:129) vacancies and changes in rental rates; (cid:129) declines in the financial condition of our tenants and our ability to collect rents from our tenants; (cid:129) declines in consumer confidence and spending that adversely affect our revenue from our retail properties; (cid:129) decrease in traffic to our retail properties due to the convenience of other retailing options such as the internet; (cid:129) natural disasters or terrorist acts which may result in uninsured or underinsured losses; (cid:129) adoption of more restrictive laws and government regulations, including more restrictive zoning, land use or environmental regulations and an increase in real estate taxes; and (cid:129) opposition from local community or political groups with respect to the development, construction or operations at a particular site. 24 Continued lower oil prices compared to average oil prices over the past several years may have a significant negative effect on the future economic growth of, and demand for our properties in, certain regions where we have asset concentrations that are highly dependent on the energy sector. In addition to general, regional and national economic conditions, our operating results are impacted by the economic conditions of the specific markets in which we have concentrations of properties. In certain regions where we have asset concentrations, such as the Houston, Texas region (home to a large number of energy companies), economic activity, growth and employment opportunities depend in part on the energy sector. A decline in the energy sector, a sustained period of substantially lower oil prices or the perception of a sustained period of substantially lower energy prices in the future, could have a significant negative effect on the performance of energy companies and may lead to layoffs, a significant decrease in economic activity or slower economic growth in these regions. Such a downturn, or the perception of such a downtown, may lead to decreased demand for housing and commercial space in our communities and developments that are located in or near these regions, including The Woodlands, Bridgeland and Conroe MPCs. If we are unable to sell or lease our residential and commercial property in or near these regions, or if we are unable to recover or replace revenue from a tenant that is no longer a going-concern, it could materially and adversely impact our business, financial condition and results of operations. We are dependent on certain housing markets. The housing market and the demand from builders for lots vary depending on location. The success of our master planned communities business is heavily dependent on local housing markets in Las Vegas, Nevada; Houston, Texas; and Baltimore, Maryland/Washington, D.C., which in turn are dependent on the health and growth of the economies and availability of credit in these regions. We may be unable to develop and expand our properties. Our business objective includes the development and redevelopment of our properties, which we may be unable to do if we do not have or cannot obtain sufficient capital to proceed with planned development, redevelopment or expansion activities. We may be unable to obtain anchor store, mortgage lender and property partner approvals that are required for any such development, redevelopment or expansion. We may abandon redevelopment or expansion activities already under way that we are unable to complete, which may result in charge-offs of costs previously capitalized. In addition, if redevelopment, expansion or reinvestment projects are unsuccessful, the investment in such projects may not be fully recoverable from future operations or sale resulting in impairment charges. We may not be able to obtain permits required for development of our properties. In the ordinary course of business, we are required to seek governmental permits for the development of our properties. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. Specifically, our future development plans for Bridgeland require us to obtain permits to develop areas that include wetlands. Although this may not affect us for many years, our inability to obtain such permits would make it more difficult to develop and sell residential or commercial lots at Bridgeland. 25 We are exposed to risks associated with the development, redevelopment or construction of our properties. Our development or redevelopment activities entail risks that could adversely impact our results of operations, cash flows and financial condition, including: (cid:129) increased construction costs for a project that exceeded our original estimates due to increases in materials, labor or other costs, which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increased construction costs; (cid:129) construction delays or cost overruns, which may increase project development costs; (cid:129) claims for construction defects after a property has been developed; (cid:129) poor performance or nonperformance by any of our joint venture partners or other third parties on whom we rely; (cid:129) health and safety incidents and site accidents; (cid:129) compliance with building codes and other local regulations; and (cid:129) an inability to secure tenants necessary to support commercial projects or obtain construction financing for the development or redevelopment of our properties. Development of properties entails a lengthy, uncertain and costly entitlement process. Approval to develop real property entails an extensive entitlement process involving multiple and overlapping regulatory jurisdictions and often requires discretionary action by local governments. This process is often political and uncertain. Real estate projects must generally comply with local land development regulations and may need to comply with state and federal regulations. In addition, our competitors and local residents may challenge our efforts to obtain entitlements and permits for the development of properties. The process to comply with these regulations is usually lengthy and costly, may not result in the approvals we seek, and can be expected to materially affect our development activities. Our development, construction and sale of condominiums are subject to state regulations and may be subject to claims from the condominium owners association at each project. A portion of our business is dedicated to the formation and sale of condominiums. Condominiums are generally regulated by an agency of the state in which they are located or where the condominiums are marketed to be sold. In connection with our development of condominiums and offering of condominium units for sale, we must submit regulatory filings to various state agencies and engage in an entitlement process by which real property owned under one title is converted into individual units. Any responses or comments on our condominium filings may delay our ability to sell condominiums in certain states and other jurisdictions. Further, we will be required to transfer control of a condominium association’s board of directors once we trigger one of several statutory thresholds, with the most likely triggers being tied to the sale of not less than a majority of units to third-party owners. Transfer of control can result in claims with respect to deficiencies in operating funds and reserves, constructions defects and other condominium-related matters by the condominium association and/or third-party condominium unit owners. Any material claims in these areas could negatively affect our reputation in condominium development and ultimately have a material adverse effect on our operations as a whole. 26 Purchasers may default on their obligations to purchase condominiums. We enter into contracts for the sale of condominium units that generally provide for the payment of a substantial portion of the sales price at closing when a condominium unit is ready to be delivered and occupied. A significant amount of time may pass between the execution of a contract for the purchase of a condominium unit and the closing thereof. Defaults by purchasers to pay any remaining portions of the sales prices for condominium units under contract may have an adverse effect on our financial condition and results of operations. Our Master Planned Communities segment is highly dependent on homebuilders. We are highly dependent on our relationships with homebuilders to purchase lots at our master planned communities. Our business will be adversely affected if homebuilders do not view our master planned communities as desirable locations for homebuilding operations. Also, some homebuilders may be unwilling or unable to close on previously committed lot purchases. As a result, we may sell fewer lots and may have lower sales revenues, which could have an adverse effect on our financial position and results of operations. Our results of operations are subject to significant fluctuation by various factors that are beyond our control. Our results of operations are subject to significant fluctuations by various factors that are beyond our control. Fluctuations in these factors may decrease or eliminate the income generated by a property, and include: (cid:129) the regional and local economy, which may be negatively impacted by material relocation by residents, industry slowdowns, plant closings, increased unemployment, lack of availability of consumer credit, levels of consumer debt, housing market conditions, adverse weather conditions, natural disasters and other factors; (cid:129) strength of the residential housing and condominium markets; (cid:129) local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods and the availability and creditworthiness of current and prospective tenants; (cid:129) perceptions by retailers or shoppers of the safety, convenience and attractiveness of the retail property; (cid:129) the convenience and quality of competing retail properties and other retailing options such as the internet; (cid:129) our ability to lease space, collect rent and attract new tenants; and (cid:129) tenant rental rates, which may decline for a variety of reasons, including the impact of co-tenancy provisions in lease agreements with certain tenants. A decline in our results of operations could have a negative impact on the trading price of our common stock. Our substantial indebtedness could adversely affect our business, prospects, financial condition or results of operations and prevent us from fulfilling our obligations under the notes. We have a significant amount of indebtedness. On October 2, 2013, we issued $750.0 million aggregate principal amount of our 6.875% Senior Notes due 2021 (the ‘‘Senior Notes’’) and received net cash proceeds of $739.6 million. As of December 31, 2014, our total consolidated debt was approximately $2.0 billion (excluding an undrawn balance of $103.3 million under our revolving facilities) of which $880.8 million was recourse to the Company. In addition, we have $37.6 million of recourse guarantees 27 associated with undrawn construction financing commitments as of December 31, 2014. As of December 31, 2014, our share of the debt of our Real Estate and Other Affiliates was $54.6 million based upon our economic ownership. All of the debt of our Real Estate and Other Affiliates is non-recourse to us. Subject to the limits contained in the indenture governing the Senior Notes and any limits under our other debt agreements, we may be able to incur substantial additional indebtedness from time to time, including project indebtedness at our subsidiaries. If we do so, the risks related to our level of indebtedness could intensify. Specifically, a high level of indebtedness could have important consequences to holders of the notes and equity holders, including: (cid:129) making it more difficult for us to satisfy our obligations with respect to the Senior Notes and our other debt; (cid:129) limiting our ability to obtain additional financing to fund future working capital, capital expenditures, debt service requirements, execution of our business strategy or other general corporate requirements, or requiring us to make non-strategic divestitures, particularly when the availability of financing in the capital markets is limited; (cid:129) requiring a substantial portion of our cash flow to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions, dividends and other general corporate purposes; (cid:129) increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given that certain indebtedness bears interest at variable rates; (cid:129) limiting our ability to capitalize on business opportunities, reinvest in and develop properties, and to react to competitive pressures and adverse changes in government regulations; (cid:129) placing us at a disadvantage compared to other, less leveraged competitors; (cid:129) limiting our ability, or increasing the costs, to refinance indebtedness; and (cid:129) resulting in an event of default if we fail to satisfy our obligations under the Senior Notes or our other debt or fail to comply with the financial and other restrictive covenants contained in the indenture governing the Senior Notes or our other debt, which event of default could result in the Senior Notes and all of our debt becoming immediately due and payable and, in the case of our secured debt, could permit the lenders to foreclose on our assets securing such debt. The indenture governing our Senior Notes contains, and our other debt agreements contain, restrictions which may limit our ability to operate our business. The indenture governing our Senior Notes contains, and some of our other debt agreements contain, certain restrictions. These restrictions limit our ability or the ability of certain of our subsidiaries to, among other things: (cid:129) pay dividends on, redeem or repurchase capital stock or make other restricted payments; (cid:129) make investments; (cid:129) incur indebtedness or issue certain equity; (cid:129) create certain liens; (cid:129) incur obligations that restrict the ability of our subsidiaries to make dividend or other payments to us; (cid:129) consolidate, merge or transfer all or substantially all of our assets; 28 (cid:129) enter into transactions with our affiliates; and (cid:129) create or designate unrestricted subsidiaries. Additionally, certain of our debt agreements also contain various restrictive covenants, including minimum net worth requirements, maximum payout ratios on distributions, minimum debt yield ratios, minimum fixed charge coverage ratios, minimum interest coverage ratio and maximum leverage ratios. The restrictions under the indenture and or other debt agreements could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities. We may be required to take action to reduce our debt or act in a manner contrary to our business objectives to meet such ratios and satisfy the covenants in our debt agreements. Events beyond our control, including changes in economic and business conditions in the markets in which we operate, may affect our ability to do so. We may not be able to meet the ratios or satisfy the covenants in our debt agreements, and we cannot assure you that our lenders will waive any failure to do so. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our debt agreements could result in a default under such debt agreements, which could lead to that debt becoming immediately due and payable and, if such debt is secured, foreclosure on our assets that secure such debt. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our debt agreements also would prevent us from borrowing additional money under such agreements that include revolving lending facilities. A default under any of our debt agreements could, in turn, result in defaults under other obligations and result in other creditors accelerating the payment of other obligations and foreclosing on assets securing such obligations, if any. Any such defaults could materially impair our financial condition and liquidity. In addition, if the lenders under any of our debt agreements or other obligations accelerate the maturity of those obligations, we cannot assure you that we will have sufficient assets to satisfy our obligations under the notes or our other debt. Significant competition could have an adverse effect on our business. The nature and extent of the competition we face depends on the type of property. With respect to our master planned communities, we compete with other landholders and residential and commercial property developers in the development of properties within the Las Vegas, Nevada; Houston, Texas; and Baltimore/Washington, D.C. markets. A number of residential and commercial developers, some with greater financial and other resources, compete with us in seeking resources for development and prospective purchasers and tenants. Competition from other real estate developers may adversely affect our ability to attract purchasers and sell residential and commercial real estate, sell undeveloped rural land, attract and retain experienced real estate development personnel, or obtain construction materials and labor. These competitive conditions can make it difficult to sell land at desirable prices and can adversely affect our results of operations and financial condition. There are numerous shopping facilities that compete with our operating retail properties in attracting retailers to lease space. In addition, retailers at these properties face continued competition from other retailers, including retailers at other regional shopping centers, outlet malls and other discount shopping centers, discount shopping clubs, catalog companies, internet sales and telemarketing. Competition of this type could adversely affect our results of operations and financial condition. In addition, we will compete with other major real estate investors with significant capital for attractive investment and development opportunities. These competitors include REITs and private institutional investors. 29 Our business model includes entering into joint venture arrangements with strategic partners. This model may not be successful and our business could be adversely affected if we are not able to successfully attract desirable strategic partners or complete agreements with strategic partners or if our strategic partners fail to satisfy their obligations to the joint venture. We currently have and intend to enter into future joint venture partnerships. These joint venture partners may bring local market knowledge and relationships, development experience, industry expertise, financial resources, financing capabilities, brand recognition and credibility or other competitive assets. In the future, we may not have sufficient resources, experience and/or skills to locate desirable partners. We also may not be able to attract partners who want to conduct business in the locations where our properties are located, and who have the assets, reputation or other characteristics that would optimize our development opportunities. While we generally participate in making decisions for our jointly owned properties and assets, we might not always have the same objectives as the partner in relation to a particular asset, and we might not be able to formally resolve any issues that arise. In addition, actions by a partner may subject property owned by the joint venture to liabilities greater than those contemplated by the joint venture agreements, be contrary to our instructions or requests or result in adverse consequences. We cannot control the ultimate outcome of any decision made, which may be detrimental to our interests. The bankruptcy of one of the other investors in any of our joint ventures could materially and adversely affect the relevant property or properties. If this occurred, we would be precluded from taking some actions affecting the estate of the other investor without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than would otherwise be required. We may not realize the value of our tax assets. Certain provisions of the Internal Revenue Code could limit our ability to fully utilize the tax assets if we were to experience a ‘‘change of control’’. If such an event were to occur, the cash flow benefits we might otherwise have received would be eliminated. We currently have approximately $109.1 million of federal net operating loss carryforwards, none of which are subject to the separate return year limitation rules. A change of control could limit our ability to use our net operating losses prior to their expiration. Some of our directors are involved in other businesses including real estate activities and public and/or private investments and, therefore, may have competing or conflicting interests with us. Certain of our directors have and may in the future have interests in other real estate business activities, and may have control or influence over these activities or may serve as investment advisors, directors or officers. These interests and activities, and any duties to third parties arising from such interests and activities, could divert the attention of such directors from our operations. Additionally, certain of our directors are engaged in investment and other activities in which they may learn of real estate and other related opportunities in their non-director capacities. Our Code of Business Conduct and Ethics applicable to our directors expressly provides, as permitted by Section 122(17) of the Delaware General Corporation Law (the ‘‘DGCL’’), that our non-employee directors are not obligated to limit their interests or activities in their non-director capacities or to notify us of any opportunities that may arise in connection therewith, even if the opportunities are complementary to, or in competition with, our businesses. Accordingly, we have no expectation that we will be able to learn of or participate in such opportunities. If any potential business opportunity is expressly presented to a 30 director exclusively in his or her director capacity, the director will not be permitted to pursue the opportunity, directly or indirectly through a controlled affiliate in which the director has an ownership interest, without the approval of the independent members of our board of directors. Some of our properties are subject to potential natural or other disasters. A number of our properties are located in areas which are subject to natural or other disasters, including hurricanes, floods, earthquakes and oil spills. Some of our properties, including Ward Centers, South Street Seaport and the Outlet Collection at Riverwalk are located in coastal regions, and could therefore be affected by increases in sea levels, the frequency or severity of hurricanes and tropical storms, or environmental disasters, whether such events are caused by global climate changes or other factors. Some potential losses are not insured. We carry comprehensive liability, fire, flood, earthquake, terrorism, extended coverage and rental loss insurance on all of our properties. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are some types of losses, including lease and other contract claims, which generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital invested in a property, as well as the anticipated future revenue from the property. If this happens, we might remain obligated for any mortgage debt or other financial obligations related to the property. Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations. Future terrorist attacks in the United States or other acts of violence may result in declining economic activity, which could harm the demand for goods and services offered by tenants and the value of our properties and might adversely affect the value of an investment in our securities. Such a resulting decrease in retail demand could make it difficult to renew or re-lease properties at lease rates equal to or above historical rates. Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations. To the extent that tenants are affected by future attacks, their businesses similarly could be adversely affected, including their ability to continue to meet obligations under their existing leases. These acts might erode business and consumer confidence and spending and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of new or redeveloped properties, and limit access to capital or increase the cost of capital. We may be subject to potential costs to comply with environmental laws. Future development opportunities may require additional capital and other expenditures to comply with laws and regulations relating to the protection of the environment. Under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property and may be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous or toxic substances. The presence of contamination or the failure to remediate contamination may adversely affect the owner’s ability to sell or lease real estate 31 or to borrow using the real estate as collateral. Other federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments, and also govern emissions of and exposure to asbestos fibers in the air. Federal and state laws also regulate the operation and removal of underground storage tanks. In connection with our ownership, operation and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims. We cannot predict with any certainty the magnitude of any expenditures relating to the environmental compliance or the long-range effect, if any, on our operations. Compliance with such laws has not had a material adverse effect on our operating results or competitive position in the past, but could have such an effect on our operating results and competitive position in the future. There is a risk of investor influence over our company that may be adverse to our best interests and those of our other stockholders. Pershing Square Capital Management, L.P. (‘‘Pershing Square’’) beneficially owns 9.0% of our outstanding common stock (excluding shares issuable upon the exercise of warrants) as of December 31, 2014. Under the terms of our stockholder agreements, Pershing Square currently has the ability to designate three members of our board of directors. Although Pershing Square has entered into a standstill agreement to limit its influence over us, the concentration of ownership of our outstanding common stock held by Pershing Square and other substantial stockholders may make some transactions more difficult or impossible without the support of these stockholders, or more likely with the support of these stockholders. The interests of our substantial stockholders could conflict with or differ from the interests of our other stockholders. For example, the concentration of ownership held by Pershing Square and other substantial stockholders, even if these stockholders are not acting in a coordinated manner, could allow Pershing Square and other substantial stockholders to influence our policies and strategy and could delay, defer or prevent a change of control or impede a merger, takeover or other business combination that may otherwise be favorable to us and our other stockholders. Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer. In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our tenants and business partners and personally identifiable information of our employees on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings and liability under laws that protect the privacy of personal information, which could adversely affect our business. 32 Risks Related to Our Common Stock Provisions in our certificate of incorporation, our by-laws, Delaware law, stockholders rights agreement and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock. Our certificate of incorporation and bylaws contain the following limitations: (cid:129) the inability of our stockholders to act by written consent; (cid:129) restrictions on the ability of stockholders to call a special meeting without 15% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of our directors; (cid:129) rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings; and (cid:129) the right of our board of directors to issue preferred stock without stockholder approval. We have also implemented a so-called poison pill by adopting our stockholders rights agreement. The poison pill assists in the preservation of our valuable tax attributes by significantly increasing the costs that would be incurred by an unwanted third party acquirer if such party owns or announces its intent to commence a tender offer for the Threshold Percentage or more of our securities. Subject to stockholder approval, the Board of Directors of the Company has extended the term of the stockholders rights agreement to March 14, 2018. All of these provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. There may be dilution of our common stock from the exercise of outstanding warrants, which may materially adversely affect the market price and negatively impact a holder’s investment. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 33 ITEM 2. PROPERTIES Our principal executive offices are located in Dallas, Texas where we lease 34,932 square feet under an arrangement that expires in 2021. We also maintain offices at certain of our properties as well as in The Woodlands, Texas, and New York, New York. We believe our present facilities are sufficient to support our operations. Our Master Planned Communities, Operating Assets, and our Strategic Developments assets are described above in ‘‘Item 1. Business Overview of Business Segments’’. Leases with tenants at our retail operating asset locations generally include base rent and common area maintenance charges. The following table summarizes certain metrics of the retail properties within our Operating Assets segment as of December 31, 2014. Retail Property Location Columbia Regional Building Columbia, MD Salt Lake City, UT Cottonwood Square Downtown Summerlin Las Vegas, NV 1701 Lake Robbins Landmark Mall Outlet Collection at The Woodlands, TX Alexandria, VA Existing Gross Leasable Area 88,556 77,079(e) 776,901(h) 12,376 440,325(i) Riverwalk Park West South Street Seaport Ward Village 20/25 Waterway Avenue Waterway Garage Retail Total New Orleans, LA Peoria, AZ New York, NY Honolulu, HI 246,221(j) 249,173 79,275(l) 1,273,845 The Woodlands, TX 50,022 The Woodlands, TX 21,513 — (m) 3,315,286 290 8 7(f) 106 — 22 11 66 9 60 1 Year Ended December 31, 2014 Size (Acres) Average Annual Tenant Sales per Square Foot (a) Average Sum of Rent and Recoverable Common Area Costs per Square Foot (b) Year Built / Acquired / Last Renovated Occupancy Cost (c) $ — (d) — (g) — (d) — (d) 176 876(k) 453 543 572 480 318 — — — — 11.83 68.40 31.39 111.81 58.12 54.79 46.81 — — — — 6.7% 7.8% 6.9% 20.6% 10.2% 2014 2002 2014 2014 2004 2014 2006 2004 2002 11.4% 2007/2009 14.7% 2011 (a) Average Annual Tenant Sales per Square Foot is calculated by the sum of all comparable sales for the year ended December 31, 2014 for tenants that are contractually obligated to report sales data, divided by the comparable square feet for the same period. When calculating comparable sales and comparable square feet, we include all tenants that have operated for the entire year and occupy less than 30,000 square feet. For the year ended December 31, 2014, tenant recoveries represented approximately 24% of total revenue for the above mentioned retail properties only. The impact of concessions, such as free rent and new tenant inducements, are not significant to our business. (b) Average Sum of Rent and Recoverable Common Area Costs per Square Foot is calculated as the sum of total rent and tenant recoveries for the year ended December 31, 2014 for the tenant base used to calculate (a), divided by the total square feet occupied by the above mentioned tenant base. (c) Occupancy Cost is calculated by dividing (b) Average Sum of Rent and Recoverable Common Area Costs per Square Foot by (a) Average Annual Tenant Sales per Square Foot. (d) Twelve months of sales are not available for tenants at Columbia Regional Building, Downtown Summerlin and 1701 Lake (e) Robbins due to building opening or being acquired in 2014. 41,612 square feet of the Existing Gross Leasable Area is part of a ground lease where we are the ground lessee. The ground lease payments are paid by the current tenant directly to the ground lessor. Includes seven acres; three acres of which we are a ground lessee, and four acres of which we own fee-simple. (f) (g) Cottonwood Square tenants are not required to report sales. (h) Excludes 387,000 square feet of anchors, 165,567 square feet of pad sites, and 235,179 square feet of office. (i) (j) All of the project is on a ground lease where we are the ground lessee. (k) The center opened in May 2014 and is 100% leased. Only two tenants totaling 6,235 total square feet operated for the Excludes 438,937 square feet that is owned and occupied by Sears and Macy’s. entire year. (l) Reflects square feet in service as of December 31, 2014. Upon completion of the redevelopment, South Street Seaport will be approximately 362,000 square feet. (m) Ground floor retail space attached to the Waterway Square Garage. 34 The following table summarizes certain metrics of our office assets within our Operating Assets Segment as of December 31, 2014: Office Asset 10-60 Columbia Corporate Center (b) 70 Columbia Corporate Center Columbia Office Properties (d) One Hughes Landing Two Hughes Landing 2201 Lake Woodlands Drive (f) 9303 New Trails 110 N. Wacker (Chicago, IL) (g) 3831 Technology Forest Drive 3 Waterway Square 4 Waterway Square 1400 Woodloch Forest Total Existing Gross Leasable Area 699,884 170,741 220,420 197,719 197,714 24,119 97,553 226,000 95,078 232,021 218,551 95,667 2,475,467 Average Effective Annual Rent per Square Foot (a) $ — (c) 21.17 25.71 39.71 — (e) 23.68 31.90 27.08 — (c) 41.11 40.96 26.21 Year Built / Acquired 2014 2012 1969/1972 2013 2014 1994 2008 1957 2014 2013 2010 1981 (a) Average Effective Annual Rent per Square Foot is equal to the sum of base minimum rent and tenant reimbursements divided by the average occupied square feet. For the year ended December 31, 2014, tenant reimbursements represented approximately 23.0% of total revenue. (b) % Leased is computed based on the weighted average square feet of each office building. At December 31, 2014 the occupancies of each building were as follows: 10 Columbia Corporate Center – 80.8%; 20 Columbia Corporate Center – 98.7%; 30 Columbia Corporate Center – 91.5%; 40 Columbia Corporate Center – 96.9%; 50 Columbia Corporate Center – 95.4%; 60 Columbia Corporate Center – 92.2%. (c) 10 - 60 Columbia Corporate Center was acquired in December 2014 and 3831 Technology Forest Drive opened in December 2014; therefore, Average Effective Annual Rent per Square Foot data is not meaningful. (d) % Leased is computed based on the weighted average square feet of each office building. At December 31, 2014 the occupancies of each building were as follows: American City Building – 15.1%; Columbia Association Building – 75.2%; Columbia Exhibit Building – 100.0%; Ridgely Building – 69.4%. (e) Two Hughes Landing opened in the third quarter 2014; therefore, Average Effective Annual Rent per Square Foot data is not meaningful. (f) Building used as temporary space for tenants relocating to new developments. (g) We have a 99.0% economic ownership in 110 N. Wacker. 35 The following table summarizes certain metrics of our other Operating Assets (exclusive of owned retail and office properties) as of December 31, 2014: Other than Owned Retail and Office Operating Economic Ownership % Asset Type Square Feet / Keys / Other % Leased Year Built / Acquired Golf Courses at TPC Summerlin and TPC Las Vegas Kewalo Basin Harbor Merriweather Post Pavilion Millennium Waterway Apartments Millennium Woodlands Phase II, LLC 85 South Street Stewart Title of Montgomery County, TX Summerlin Hospital Medical Center Summerlin Las Vegas Baseball Club The Club at Carlton Woods The Woodlands Resort & Conference Center Woodlands Parking Garages (b) Woodlands Sarofim #1 Participation Lease 100% 100% 81.43% 100% Golf Marina Amphitheatre Multi-family — 55 acres — 393 units — — — 91.4% Multi-family Multi-family 314 units 21 units/13,000 retail 27.0% 100.0% 50% 7% Title Company Hospital 50% Minor League Team Country Club 100% 100% 100% 20% Hotel Garage Industrial — — — 36 holes 406 rooms 2,988 129,790 — — — — — — 2008/2009 97.6% late 1980s 2014(a) — — 1967 2010 2014 2014 — 1997 — 2001 (a) The Woodlands Resort & Conference Center was built in 1974, expanded in 2002, and renovated in 2014. (b) The Woodlands Parking Garages consist of two garages: Woodloch Forest Garage built in 2008, and Waterway Square Garage built in 2009. The following table summarizes our retail and office lease expirations: Year 2015 (a) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025+ Number of Expiring Leases Total Square Feet Expiring Total Annualized Base Rent Expiring (Thousands) $ 13,614 11,839 9,592 7,137 14,730 8,958 4,920 7,661 8,593 13,411 33,380 % of Total Annual Gross Rent Expiring 10.2% 8.8% 7.2% 5.3% 11.0% 6.7% 3.7% 5.7% 6.4% 10.0% 25.0% 613,271 319,023 310,570 264,524 550,900 252,364 209,849 208,752 171,234 383,384 963,688 4,247,559 $133,835 100.0% 241 85 76 60 71 61 18 19 15 36 159 841 (a) Includes 133 specialty leases which expire in less than 365 days. 36 The following table sets forth the occupancy rates, for each of the last five years for our wholly owned retail and office properties: At December 31, 2014 Annual Weighted Average Occupancy Rates (b) % Leased (a) Occupancy 2014 2013 2012 2011 2010 Retail: Columbia Regional Building (c) Cottonwood Square Downtown Summerlin (c) (d) (e) 1701 Lake Robbins (f) Landmark Mall (g) Outlet Collection at Riverwalk Park West South Street Seaport Ward Village 20/25 Waterway Avenue Waterway Garage Retail Office: 10-60 Columbia Corporate Center (e) (f) (j) 70 Columbia Corporate Center (k) Columbia Office Properties (j) One Hughes Landing (l) Two Hughes Landing (c) 2201 Lake Woodlands Drive (m) 9303 New Trails 110 N. Wacker 3831 Technology Forest Drive (c) 3 Waterway Square (n) 4 Waterway Square 1400 Woodloch Forest 77.4% 95.7% 69.2% 100.0% 57.9% 100.0% 73.3% 66.3% 89.8% 100.0% 100.0% 93.0% 97.9% 44.5% 100.0% 84.8% 0.0% 93.9% 100.0% 100.0% 100.0% 100.0% 92.2% 77.4% 53.4% 95.7% 94.4% 60.5% 56.7% 100.0% 100.0% 51.9% 61.7% 91.5% 90.1% 71.5% 74.4% 66.3% 54.6%(h) 89.8% 90.4% 100.0% 99.4% 80.9% 91.6% — 86.5% — — 79.2% 56.2% 72.1% 46.5(h) 90.8% 94.2% 68.4% 93.0% 93.0% 97.9% 96.8% 44.5% 44.4% 99.2% 87.3% 20.6% 13.2% 0.0% 50.0% 93.6% 94.6% 100.0% 100.0% 100.0% 100.0% 98.4% 98.2% 100.0% 100.0% 91.7% 83.0% — 96.8% 63.2% 36.1% — 66.7% 94.3% 100.0% — 84.9% 100.0% 85.7% — 74.1% — — 75.0% 92.2% 65.1% 92.1% 89.5% 95.6% 24.8% — — 76.6% — — 83.4% 99.0% 100.0% — — 99.3% 100.0% — 73.8% — — 73.7% 89.9% 64.6% 89.7% 90.1% 91.7% 19.3(i) — — 89.3% — — 100.0% 78.8% 100.0% — — 59.8% 78.3% — 78.2% — — 76.0% 87.9% 62.5% 89.7% 90.0% 64.2% — — — 89.9% — — 100.0% 73.8% 100.0% — — 25.7% 94.2% (a) Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future. (b) The differences between leased and occupied are primarily attributable to new tenants having pre-leased space but not yet moved in. Annual Weighted Average Occupancy Rates represent the weighted average square feet occupied during the year divided by total gross leasable area (‘‘GLA’’). (c) Columbia Regional Building and Two Hughes Landing opened in the third quarter 2014, Downtown Summerlin and 3831 Technology Forest Drive opened in the fourth quarter 2014. (d) Excludes 387,000 square feet of anchors, 165,567 square feet of pad sites, and 235,179 square feet of office. (e) The annual weighted average occupancy rates for both Downtown Summerlin and for 10-60 Columbia Corporate Center are calculated as of their acquisition date or the date in which the asset was opened and placed into service. The specific dates are as follows: Downtown Summerlin – October 2014; 10-60 Columbia Corporate Center – December 2014. 1701 Lake Robbins was acquired in the third quarter 2014 and 10-60 Columbia Corporate Center was acquired in the fourth quarter 2014. (f) (g) Occupancy rates exclude 438,937 square feet that is owned and occupied by Sears and Macy’s. (h) Occupancy rates in 2014 and 2013 reflect the impact of Superstorm Sandy. Additionally, occupancy rates in 2014 reflect the impact of redevelopment efforts. (i) Waterway Garage Retail opened in the third quarter 2011. (j) Annual Weighted Average Occupancy Rates are computed based on the weighted average square feet of each office building. 70 Columbia Corporate Center was acquired during the third quarter of 2012. (k) (l) One Hughes Landing was placed in service during the third quarter 2014. (m) Building is used as a temporary space for tenants relocating to new developments. (n) 3 Waterway Square was placed in service during the second quarter 2013. 37 The following table summarizes our Strategic Development projects: Location Size / GLA Size (Acres) Acquisition Year Strategic Developments Under Construction: Anaha Condominiums Creekside Village Green 1725-35 Hughes Landing Boulevard Hughes Landing Hotel Hughes Landing Retail The Metropolitan Downtown Columbia Project Three Hughes Landing ONE Ala Moana One Lake’s Edge Waiea Condominiums Waterway Square Hotel Other Strategic Developments: Alameda Plaza AllenTowne Bridges at Mint Hill Century Plaza Circle T Ranch and Power Center Commercial Land (c) Cottonwood Mall Elk Grove Promenade Fashion Show Air Rights Kendall Town Center Lakeland Village Center Lakemoor (Volo) Land Maui Ranch Land Parcel C Seaport District Assemblage Summerlin Apartments, LLC Ward Block M Ward Village Gateway Towers Ward Workforce Housing West Windsor Total Honolulu, HI The Woodlands, TX The Woodlands, TX The Woodlands, TX The Woodlands, TX Columbia, MD The Woodlands, TX Honolulu, HI The Woodlands, TX Honolulu, HI The Woodlands, TX 311 units / 17,000 retail 74,352 647,000 205 keys 123,000 380 units / 14,000 retail 324,000 206 units 390 units / 22,289 retail 171 units / 8,000 retail 302 keys Pocatello, ID Allen, TX Charlotte, NC Birmingham, AL Dallas / Ft. Worth, TX The Woodlands, TX Holladay, UT Elk Grove, CA Las Vegas, NV Kendall, FL Bridgeland, TX Lakemoor, IL Maui, HI Columbia, MD New York, NY Las Vegas, NV Honolulu, HI Honolulu, HI Honolulu, HI West Windsor, NJ 65,292(a) — — 740,000(b) — — 196,975 — — — 83,400 — — 437 units / 31,000 retail 621,651 124 units 466 units / 78,000 retail 236 units / 20,000 retail 424 units / 23,000 retail — 2 6 4 2 9 4 4 3 2 1 — 7 238 210 59 279 4 54 100 — 70 8 40 20(d) 5 0 5 3 4 1 658 1,802 — — — — — — — — — — — 2002 2006 2007 1997 2005 — 2002 2003 2004 2004 — 1995 2002 2004 2014 — — — — 2004 (a) Alameda Plaza square feet represents GLA for two buildings, which are vacant. (b) Century Plaza square feet represents GLA for entire mall, which is vacant. (c) Represents MPC land transferred to the Strategic Developments segment for future development at The Woodlands. (d) Maui Ranch Land size represents two 10-acre land parcels. ITEM 3. LEGAL PROCEEDINGS We, as part of our normal business activities, are a party to a number of legal proceedings. Management periodically assesses our liabilities and contingencies in connection with these matters based upon the latest information available. We disclose material pending legal proceedings pursuant to Securities and Exchange Commission rules and other pending matters as we may determine to be appropriate. For more information on our legal proceedings, please refer to ‘‘Note 10 – Commitments and Contingencies’’ within our Audited Consolidated Financial Statements. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. 38 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s common stock is traded on the New York Stock Exchange (the ‘‘NYSE’’) under the symbol ‘‘HHC’’. The following table shows the high and low sales prices of the our common stock on NYSE, as reported in the consolidated transaction reporting system for each quarter of fiscal 2014 and 2013. Year Ended December 31, 2014 Fourth Quarter Third Quarter Second Quarter First Quarter Year Ended December 31, 2013 Fourth Quarter Third Quarter Second Quarter First Quarter Common Stock Price Range High Low $151.86 $160.62 $158.11 $147.72 $121.68 $118.86 $113.79 $ 84.42 $119.30 $143.77 $136.73 $116.22 $105.51 $100.35 $ 82.72 $ 70.74 No dividends have been declared or paid in 2014 or 2013. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, restrictions under debt agreements, financial condition and future prospects and other factors the board of directors may deem relevant. Number of Holders of Record As of February 24, 2015, there were 2,324 stockholders of record of the Company’s common stock. 39 Performance Graph The following performance graph compares the quarterly dollar change in the cumulative total shareholder return on our common stock with the cumulative total returns of the NYSE Composite Index and the group of companies in the Morningstar Real Estate – General Index. The graph was prepared based on the following assumption: (cid:129) Dividends have been reinvested subsequent to the initial investment. 450.00 400.00 350.00 300.00 250.00 200.00 150.00 100.00 50.00 0.00 11/05/2010 12/31/2010 3/31/2011 6/30/2011 9/30/2011 12/31/2011 3/31/2012 6/30/2012 9/30/2012 12/31/2012 3/31/2013 6/30/2013 9/30/2013 12/31/2013 3/31/2014 The Howard Hughes Corporation NYSE Composite Index Morningstar Real Estate General 6/30/2014 9/30/2014 12/31/2014 19MAR201515595310 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth the selected consolidated financial and other data of our business for the most recent five years. We were formed in 2010 to receive certain assets and liabilities of our predecessors in connection with their emergence from bankruptcy. We did not conduct any business and did not have any material assets or liabilities until our spin-off from GGP was completed on November 9, 2010. Our selected historical data for 2014, 2013 and 2012, which is presented in accordance with GAAP is not comparable to 2011 and 2010 due to the acquisition of our partner’s 47.5% economic interest in The Woodlands on July 1, 2011. As of the acquisition date, we consolidated The Woodlands’ financial results. Prior to the acquisition, we accounted for our investment in The Woodlands using the equity method. The selected historical financial data as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013, and 2012 has been derived from our audited Consolidated Financial Statements, which are included in this Annual Report as referenced in the index on page F-1. The selected historical financial data as of December 31, 2012 and 2011 and for the year ended December 31, 2011 has been derived from our audited Consolidated Financial Statements which are not included in this Annual Report. The selected historical combined financial data as of and for the year ended December 31, 2010 has been derived from our audited Consolidated and Combined Financial Statements which are not included in this Annual Report. Our spin-off in 2010 did not change the carrying value of our assets and liabilities. Operations for 2010 are presented as the aggregation of the combined results from January 1, 2010 to November 9, 2010 and the consolidated results from November 10, 2010 to December 31, 2010. 40 Prior to the spin-off, effective November 10, 2010, our combined financial statements were carved out from the financial books and records of GGP at a carrying value reflective of historical cost in GGP’s records. Our historical financial results for these periods reflect allocations for certain corporate costs, and we believe such allocations are reasonable. Such results do not reflect what our expenses would have been had we been operating as a separate, stand-alone publicly traded company. The historical combined financial information presented for periods prior to our separation from GGP are not indicative of the results of operations, financial position or cash flows that would have been obtained if we had been an independent, stand-alone entity during such period. The historical results set forth below do not indicate results expected for any future periods. The selected financial data set forth below are qualified in their entirety by, and should be read in conjunction with, ‘‘Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and our Consolidated Financial Statements and related notes thereto included in this Annual Report on Form 10-K. Year Ended December 31, 2014 2013 2012 2011 2010 (In thousands, except per share amounts) Operating Data: Revenues Depreciation and amortization Provisions for impairment Other operating expenses Interest income/(expense), net Reorganization items Warrant liability gain (loss) Increase (reduction) in tax indemnity receivable Loss on settlement of tax indemnity receivable Equity in earnings from Real Estate and Other Affiliates Provision for income taxes Investment in real estate affiliate basis adjustment Early extinguishment of debt Net income (loss) Net income attributable to noncontrolling interests Net income (loss) attributable to common stockholders Basic earnings (loss) per share: Diluted earnings (loss) per share: Cash Flow Data: Operating activities Investing activities Financing activities Balance Sheet Data: Investments in real estate – cost Total assets Total debt Total equity (33,845) — (55,958) — $ 634,565 $ 469,418 $ 376,886 $ 275,689 $ 142,718 (16,563) (503,356) (134,666) (2,053) (57,282) (140,900) (324,359) (6,574) — (279,992) 8,473 — (231,442) 9,876 — (24,429) — (16,782) — 101,584 (181,987) (1,206) — (185,017) (20,260) — — — — — (411,885) (16,093) — (60,520) 90 (74,095) 23,336 (62,960) 14,428 (9,570) 3,683 (6,887) 8,578 18,325 9,413 633,459 — — — — — — (6,053) (11,305) — — (23,520) (73,695) (127,543) 148,470 (69,230) (11) (95) (745) (1,290) (201) $ (23,531) $ (73,790) $ (128,288) $ 147,180 $ (69,431) $ $ (0.60) $ (0.60) $ (1.87) $ (1.87) $ (3.36) $ (3.36) $ 3.88 $ 1.17 $ (1.84) (1.84) Year Ended December 31, 2014 2013 2012 2011 2010 (In thousands) $ (58,315) $ 129,332 $ 153,064 $ (294,325) 830,744 (746,456) 470,274 (81,349) (70,084) 86,508 $ (67,899) (111,829) (39,680) 461,206 (103,944) 2014 2013 2012 2011 2010 As of December 31, (In thousands) $4,170,242 $3,085,854 $2,778,775 $2,648,520 $2,311,520 3,022,707 3,503,042 5,119,931 318,660 688,312 1,993,470 2,179,107 2,310,997 2,227,506 3,399,593 606,477 2,329,599 4,567,868 1,514,623 2,245,146 41 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks, uncertainties, assumptions and other factors, including those described in Part I, ‘‘Item 1A. Risk Factors’’ and elsewhere in this Annual Report. These factors could cause our actual results in 2015 and beyond to differ materially from those expressed in, or implied by, those forward-looking statements. You are cautioned not to place undue reliance on this information which speaks only as of the date of this report. We are not obligated to update this information, whether as a result of new information, future events or otherwise, except as may be required by law. All references to numbered Notes are to specific Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K and which descriptions are incorporated into the applicable response by reference. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operation (‘‘MD&A’’) have the same meanings as in such Notes. Overview Our mission is to be the preeminent developer and operator of master planned communities and mixed-use and other real estate properties. We create timeless places and memorable experiences that inspire people while driving sustainable, long-term growth and value for our shareholders. We specialize in the development of master planned communities, the redevelopment or repositioning of real estate assets currently generating revenues, also called operating assets, and other strategic real estate opportunities in the form of entitled and unentitled land and other development rights. Our assets are located across the United States. We expect to drive income and growth through entitlements, land and home site sales and project developments. We are focused on maximizing value from our assets, and we continue to develop and refine business plans to achieve that goal. We operate our business in three segments: Master Planned Communities (‘‘MPCs’’), Operating Assets and Strategic Developments. Unlike real estate companies that are limited in their activities because they have elected to be taxed as real estate investment trusts, we, except for Victoria Ward, Limited, one of our subsidiaries which is a captive REIT, have no restrictions on our operating activities or types of services that we can offer. We believe our structure provides the greatest flexibility for maximizing the value of our real estate portfolio. We believe many of our operating and strategic development assets require repositioning or redevelopment to maximize their value. We have commenced construction on certain key assets, and we are continuing to develop plans for other strategic development assets for which no formal plans had been previously established. The development and redevelopment process for each specific asset is complex and takes several months to several years prior to the commencement of actual construction. We must study each local market, determine the highest and best use of the land and improvements, obtain entitlements and permits, complete architectural design, construction drawings and plans, secure tenant commitments and commit sources of capital. During this period, these activities generally have very little impact on our operations relative to the activity and effort involved in the development process. Please refer to ‘‘Item 1 – Business’’ for a general description of each of the assets contained in our three business segments. The following highlights significant milestones achieved by The Howard Hughes Corporation during 2014. Each of these items is more fully described hereinafter: (cid:129) Increased operating income and equity in earnings from real estate affiliates by $64.5 million, or 51.4%, to $190.1 million in 2014, compared to $125.6 million in 2013. 42 (cid:129) Generated $325.1 million in land sales revenue for 2014, a 29.4% increase compared to 2013. (cid:129) Net operating income from income-producing Operating Assets increased $9.7 million, or 15.1%, to $74.1 million in 2014 compared to $64.4 million in 2013. We completed the following development or redevelopment projects in 2014: (cid:129) Downtown Summerlin, a mixed-use development encompassing 1.6 million square feet opened in October 2014. The retail portion of the project is 72.5% leased and the office building is 27.6% pre-leased, including our management office which has leased 12.4%, as of February 1, 2015. (cid:129) The Woodlands Resort and Conference Center completed redevelopment in December 2014. The property remained open during its redevelopment. (cid:129) The Outlet Collection at Riverwalk, located in New Orleans, Louisiana, the nation’s first outlet center located in a downtown setting, re-opened in May 2014. The property is 100% leased as of February 1, 2015. (cid:129) The Columbia Regional Building, an 88,556 square foot Whole Foods-anchored mixed use building, re-opened in August 2014. The building is 77.4% leased as of February 1, 2015. (cid:129) Two Hughes Landing, a 197,714 square foot office building in The Woodlands, opened in September 2014. The building is 86.2% leased as of February 1, 2015. (cid:129) 3831 Technology Forest Drive, a 95,078 square foot build-to-suit office building that is 100% leased to Kiewit Energy Group opened in December 2014. (cid:129) Millennium Phase II, a 314-unit apartment building in The Woodlands and being developed in a joint venture, opened in September 2014. 44.3% of the units are leased as of February 1, 2015. (cid:129) ONE Ala Moana, a 206-unit luxury condominium tower development located in Honolulu, Hawaii and being developed in a joint venture, closed on the sale of 201 of its units in the fourth quarter 2014. We continued development on the following projects begun in 2013 and which will open in 2015: (cid:129) Two office buildings totaling 647,000 square feet substantially pre-leased to ExxonMobil. (cid:129) Creekside Village Green, a 74,352 square foot mixed use project located in The Woodlands that is 59.3% pre-leased as of February 1, 2015. (cid:129) The Metropolitan, a 380-unit apartment building in Columbia, Maryland that is 16.1% pre-leased as of February 1, 2015. (cid:129) Hughes Landing Retail, a 123,000 square foot Whole Foods-anchored retail project that is 78.2% pre-leased as of February 1, 2015. (cid:129) One Lakes Edge, a 390-unit apartment building in The Woodlands that is 8.7% pre-leased as of February 1, 2015. We began construction on the following projects in 2014: (cid:129) Three Hughes Landing, a 324,000 square foot Class A office building in The Woodlands expected to be completed in 2015. (cid:129) A 302-key Westin Hotel and a 205-key Embassy Suites hotel in The Woodlands. (cid:129) Launched public pre-sales and began construction of our two market rate residential condominium towers, Waiea and Anaha, at Ward Village. Waiea Condominiums, containing 171 units, that we expect to complete by the end of 2016, and Anaha Condominiums, containing 43 311 units, that we expect to be complete in 2017. 87.7% of the Waiea and 78.1% of the Anaha units are under contract as of February 1, 2015. We acquired the following properties during 2014: (cid:129) Seaport District Assemblage, consisting of a 48,000 square foot commercial building on a 15,744 square foot lot and certain air rights with total residential and commercial development rights of 621,651 square feet at South Street Seaport, was purchased for $136.7 million. Property and air rights representing an additional 196,133 square feet of development rights were under contract as of December 31, 2014. If these acquisitions close, we will own commercial development rights on the assemblage totaling 817,784 square feet. (cid:129) A new MPC located in Conroe, Texas, consisting of 2,055 acres of undeveloped land located 13 miles north of The Woodlands, was acquired for $98.5 million. We have preliminarily planned for 1,452 acres of residential and 161 acres of commercial development on the combined sites, and currently estimate that the residential acres will yield approximately 4,800 lots. The first lots are expected to be completed in 2016 and sold in 2017. (cid:129) Six office buildings in downtown Columbia, Maryland adjacent to our developable commercial land as partial satisfaction of GGP’s obligation to indemnify us for certain taxes under the Tax Matters Agreement, were conveyed at their fair market value of $130.0 million. (cid:129) 85 South Street, an eight story 60,000 square foot multi-family property located two blocks south of Pier 17 and within the Seaport District, was acquired for $20.1 million. (cid:129) 1701 Lake Robbins, a 12,376 square feet retail building located in The Woodlands for $5.7 million. (cid:129) 100% of the fee simple interest in the land underlying the office building located at 110 N. Wacker Drive in downtown Chicago, was acquired for $12.3 million. During 2014, HHC also: (cid:129) Announced the development of Lakeland Village Center, an 83,400 square foot mixed-use commercial project at our Bridgeland MPC. CVS Pharmacy has entered into a ground lease and will construct a 15,300 square foot store on the site to anchor the project. We expect to begin construction in the first half of 2015 with completion expected in early 2016. (cid:129) Entered into a joint venture with a national multi-family real estate developer to construct, own and operate a 124-unit gated luxury apartment development in Downtown Summerlin. (cid:129) Entered into a 20-year lease with Whole Foods Market within our Ward Village community in the heart of Honolulu. (cid:129) Announced an agreement to form 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 555 acres of our land within the Summerlin MPC. (cid:129) Sold the Redlands Promenade and Redlands Mall properties, located in Redlands, California for $12.4 million of pre-tax proceeds. (cid:129) Closed on $1.3 billion of financings. Real Estate Property Earnings Before Taxes We use a number of operating measures for assessing operating performance of our communities, assets, properties and projects within our segments, some of which may not be common among all three of our segments. We believe that investors may find some operating measures more useful than others when separately evaluating each segment. One common operating measure used to assess 44 operating results for our business segments is Real Estate Property Earnings Before Taxes (‘‘REP EBT’’). We believe REP EBT provides useful information about our operating performance because it excludes certain non-recurring and non-cash items, which we believe are not indicative of our core business. REP EBT may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure. REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, corporate other income, corporate interest income, corporate interest and depreciation expense, provision for income taxes, warrant liability gain (loss) and the increase (reduction) in tax indemnity receivable. We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. We also present this measure because we believe certain investors use it as a measure of a company’s historical operating performance and its ability to service and incur debt. We believe that the inclusion of certain adjustments to net income (loss) to calculate REP EBT is appropriate to provide additional information to investors. A reconciliation of REP EBT to consolidated net income (loss) as computed in accordance with GAAP has been presented in Note 17 – Segments. REP EBT should not be considered as an alternative to GAAP net income (loss) attributable to common stockholders or GAAP net income (loss), as it has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations of this metric are that it does not include the following: (cid:129) cash expenditures, or future requirements for capital expenditures or contractual commitments; (cid:129) corporate general and administrative expenses; (cid:129) interest expense on our corporate debt; (cid:129) income taxes that we may be required to pay; (cid:129) any cash requirements for replacement of fully depreciated or amortized assets; (cid:129) limitations on, or costs related to, transferring earnings from our Real Estate Affiliates to us. Operating Assets Net Operating Income We believe that net operating income (‘‘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 rental and occupancy rates and operating costs. We define NOI as revenues (rental income, tenant recoveries and other revenue) less expenses (real estate taxes, repairs and maintenance, marketing and other property expenses). NOI excludes straight line rents and amortization of tenant incentives, net interest expense, ground rent amortization, demolition costs, amortization, depreciation, development-related marketing costs and equity in earnings from Real Estate Affiliates. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results, gross margins and investment returns. Although we believe that NOI provides useful information to 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). For reference, and as an aid in understanding our computation of NOI, a reconciliation of Operating Assets NOI to Operating Assets REP EBT has been presented in the Operating Assets segment discussion below. 45 Results of Operations Our revenues primarily are derived from the sale of individual lots at our master planned communities to homebuilders, from tenants at our operating assets in the form of fixed minimum rents, overage rent and recoveries of operating expenses, and from the sale of condominium units. The following table reflects our results of operations for the years ended December 31, 2014, 2013 and 2012, respectively: (In thousands, except per share amounts) MPC segment revenues Operating Assets segment revenues Strategic Developments segment revenues Year Ended December 31, 2014 2013 2012 2014-2013 Change 2013-2012 Change $363,295 186,290 84,980 $ 274,770 160,586 34,062 $ 207,039 165,091 4,756 $ 88,525 25,704 50,918 $ 67,731 (4,505) 29,306 Total segment revenues 634,565 469,418 376,886 165,147 92,532 MPC segment REP EBT Operating Assets segment REP EBT Strategic Developments segment REP EBT Total segment REP EBT General and administrative Corporate interest income/(expense), net Warrant liability loss Increase (reduction) in tax indemnity receivable Loss on settlement of tax indemnity receivable Corporate other income, net Corporate depreciation and amortization Provision for income taxes Net loss Net income attributable to noncontrolling interests 221,181 (13,801) 48,458 255,838 (73,569) (30,819) (60,520) 130,978 (2,551) 26,010 154,437 (48,466) (10,575) (181,987) 91,937 19,468 (1,700) 109,705 (36,548) 10,153 (185,017) 90,203 (11,250) 22,448 101,401 (25,103) (20,244) 121,467 39,041 (22,019) 27,710 44,732 (11,918) (20,728) 3,030 90 (1,206) (20,260) 1,296 19,054 (74,095) 27,098 (4,583) (62,960) — 25,869 (2,197) (9,570) — 2,125 (814) (6,887) (74,095) 1,229 (2,386) (53,390) — 23,744 (1,383) (2,683) (23,520) (73,695) (127,543) 50,175 53,848 (11) (95) (745) 84 650 Net loss attributable to common stockholders $ (23,531) $ (73,790) $(128,288) $ 50,259 $ 54,498 Basic and diluted loss per share $ (0.60) $ (1.87) $ (3.36) $ 1.27 $ 1.49 Consolidated revenues for the year ended December 31, 2014 increased compared to the same period in 2013 primarily due to higher revenues in our MPC, Operating Assets and Strategic Developments segments. MPC segment revenue increased due to higher commercial land sales in The Woodlands and higher residential land sales in Bridgeland and Summerlin. Operating Assets segment revenue increased primarily due to the re-opening of the Outlet Collection at Riverwalk, the opening of Downtown Summerlin, increased leasing at Park West and Waterway Garage Retail, and 3 Waterway Square and One Hughes Landing having a full year of operations in 2014. Strategic Developments segment revenue increased primarily due to recognition of revenue related to beginning construction on our Waiea Condominium project. Consolidated revenues for the year ended December 31, 2013 increased compared to the same period in 2012 primarily due to higher revenues in our MPC and Strategic Developments segments. MPC segment revenues increased primarily due to strong homebuilder demand for superpad sites at Summerlin and finished lots in The Woodlands. Strategic Developments segment revenues increased primarily due to the recognition of revenue related to our initial sale of the air rights for ONE Ala 46 Moana condominium project into a joint venture and the portion of the deferred sale relating to our ongoing 50% interest in the condominium rights, recognized on a percentage of completion basis. General and administrative expenses for the year ended December 31, 2014 increased compared to the same period in 2013. The increase is primarily due to $11.4 million of increased headcount and compensation costs, which includes a $2.4 million increase in amortization of non-cash stock based compensation, $4.7 million of higher travel costs, $4.0 million of higher legal fees and settlements, $1.6 million of increased information technology costs due to system implementations and upgrades, $1.2 million of increased advertising and marketing costs, $0.8 million of additional consulting and professional fees and $1.4 million of other items. General and administrative expenses for the year ended December 31, 2013 increased compared to the same period in 2012 primarily due to $9.2 million of additional compensation costs due to increased headcount, which includes a $1.8 million increase in amortization of non-cash stock based compensation, higher professional fees of $2.3 million and $0.4 million of other items. The increase in the provision for income taxes for the year ended December 31, 2014 compared to 2013 is attributable to increases in operating income as compared to 2013, interest expense on the uncertain tax position, and other permanent items. The increase in provision for income taxes for the year ended December 31, 2013 compared to 2012 is attributable to increases in operating income as compared to 2012, the recording of a $53.9 million deferred tax liability in our captive REIT, and other permanent items, partially offset by an $88.8 million tax benefit from the release of valuation allowances. We have significant permanent differences, primarily from warrant liability gains and losses, interest income on the tax indemnity receivable, and changes in valuation allowances that cause our effective tax rate to deviate greatly from statutory rates. The effective tax rates based upon actual operating results were 159.7% for the year ended December 31, 2014 compared to (14.9%) for the year ended December 31, 2013. The changes in the tax rate were primarily attributable to the changes in the warrant liability, valuation allowance, unrecognized tax benefits and loss on settlement of tax indemnity receivable as well as other permanent items. If changes in the warrant liability, valuation allowance, unrecognized tax benefits, tax on Victoria Ward, loss on settlement of tax indemnity receivable and other material discrete adjustments to deferred tax liabilities were excluded from the effective tax rate computation, the effective tax rates would have been 36.3% and 37.8% for the years ended December 31, 2014 and 2013, respectively. The improvement in Net loss attributable to common stockholders for the year ended December 31, 2014 compared to the same period in 2013 is primarily due to a lower warrant liability loss and higher earnings in our MPC and Strategic Developments segments. These improvements were partially offset by lower earnings in our Operating Assets segment, the loss on the settlement of the tax indemnity receivable, higher provision for income taxes, higher general and administrative expenses, and higher interest expense resulting from the $750.0 million principal balance on our 6.875% Senior Notes issued on October 2, 2013. The higher interest expense was partially offset by an increase in interest income related to our tax indemnity receivable due to the outcome of the Tax Court decision discussed in Note 9 – Income Taxes. The loss on settlement of tax indemnity receivable for the year ended December 31, 2014 is due to HHC and GGP agreeing to a settlement of the tax indemnity agreement on December 12, 2014. In consideration for the full release of the liability under the agreement, GGP agreed to pay HHC $138.0 million and also convey six office buildings in Columbia, MD with a fair market value of $130.0 million. The improvement in Net loss attributable to common stockholders for the year ended December 31, 2013 compared to the same period in 2012 is primarily due to higher earnings in our MPC and Strategic Developments segments, an increase in the tax indemnity receivable relating to the utilization of tax assets and higher other income. Other income for the year ended December 31, 2013 includes a $12.2 million pre-tax gain recognized on insurance proceeds received relating to South Street Seaport, 47 an $8.5 million pre-tax gain recognized on the sale of our Head Acquisition, LP interest, a $4.5 million favorable legal settlement relating to the British Petroleum oil spill in the Gulf of Mexico in 2010 and a $0.6 million gain from the sale of Rio West Mall. These favorable items were partially offset by lower earnings in our Operating Assets segment, higher general and administrative expenses and higher net interest expense in 2013 primarily attributable to the Senior Notes. Please refer to the individual segment operations sections that follow for explanations of the segment variances. 48 2 1 0 2 3 1 0 2 4 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 C P M l a t o T s d n a l d o o W e h T n i l r e m m u S d n a l y r a M d n a l e g d i r B 3 4 6 , 2 8 1 $ 7 1 2 , 1 5 2 $ 9 9 0 , 5 2 3 $ 6 1 5 , 6 1 1 $ 9 7 6 , 7 0 1 $ 4 5 9 , 7 6 1 $ 6 9 7 , 4 3 $ 8 2 9 , 6 1 1 $ 5 1 8 , 8 1 1 $ 6 5 4 , 9 $ 0 0 0 , 3 1 $ — $ 5 7 8 , 1 2 $ 0 1 6 , 3 1 $ 0 3 3 , 8 3 $ s e l a s d n a L 6 7 5 7 4 7 , 5 3 7 0 , 8 1 1 8 7 6 5 3 , 9 6 1 4 , 3 1 8 1 8 8 0 9 , 0 2 3 2 7 — 0 7 4 , 6 1 6 5 0 , 9 5 4 9 , 1 — 8 8 5 , 5 2 4 3 , 6 — 5 3 2 , 9 9 3 0 , 7 0 2 0 7 7 , 4 7 2 5 9 2 , 3 6 3 5 9 2 , 6 2 1 2 1 2 , 5 1 1 1 3 5 , 3 8 1 8 9 2 , 9 8 7 1 8 , 2 3 6 2 8 , 0 3 0 4 0 , 4 2 1 2 3 9 , 1 3 2 7 6 , 9 1 1 3 3 4 , 3 5 1 8 5 , 7 1 0 6 7 , 1 4 4 0 0 , 6 1 7 6 9 , 5 3 2 3 4 , 7 1 6 7 5 7 6 5 , 3 1 8 2 , 6 0 2 2 , 5 4 9 2 9 , 8 0 8 6 , 3 2 9 7 7 2 6 4 , 5 5 9 7 , 6 8 1 8 7 6 1 , 6 1 7 8 , 3 1 9 7 1 — 7 3 3 , 2 2 7 8 7 3 0 7 4 6 9 , 9 2 1 1 7 6 , 9 3 1 2 7 9 , 1 1 2 9 4 , 4 1 9 2 7 , 9 4 6 7 , 9 6 7 9 5 , 0 7 2 6 0 , 0 1 9 2 2 , 5 9 4 0 , 1 3 0 1 , 8 6 4 1 , 1 — — 3 7 7 3 7 7 6 3 7 — 9 9 3 — 0 3 3 — 8 7 2 , 1 2 6 1 , 1 5 9 6 5 9 2 — 2 5 5 , 3 2 2 0 1 , 5 1 0 2 3 , 9 3 6 5 9 , 6 8 5 2 , 5 3 1 4 , 4 7 4 9 , 3 2 0 7 , 3 8 0 1 , 3 1 8 5 5 , 7 8 8 5 , 7 2 6 8 , 9 3 1 5 , 3 9 6 5 , 3 9 0 4 , 4 3 4 0 , 3 8 8 3 , 3 4 2 9 , 3 7 0 8 0 5 6 0 1 7 5 9 1 ) 9 1 ( 2 7 — 2 3 7 9 3 7 6 — ) 1 1 ( — — — 0 2 1 2 6 — 0 2 8 1 1 3 6 — ) 1 1 ( — — 1 3 — — — — — 9 1 8 — 8 2 1 5 4 7 , 9 2 1 6 8 4 , 2 6 1 2 5 8 , 1 6 1 4 3 5 , 4 7 9 3 3 , 1 6 8 2 9 , 7 5 4 1 7 , 5 3 1 0 9 , 2 8 0 9 6 , 4 8 8 8 0 , 7 5 0 9 , 9 7 7 4 , 1 9 0 4 , 2 1 1 4 3 , 8 7 5 7 , 7 1 n o i t a p i c i t r a p e c i r p r e d l i u B s e u n e v e r e l a s d n a l r e h t O s t n e r m u m n i M i d n a e t a t s e l a e r s n o i t a r e p o s e l a s s e l a s d n a L d n a L d n a l – s e l a s f o t s o C r o f ) y r e v o c e r ( n o i s i v o r P s t n u o c c a l u f t b u o d s e x a t s s e n i s u b s e u n e v e r l a t o T d n a n o i t a i c e r p e D n o i t a z i t r o m a s e s n e p x e l a t o T 49 7 3 9 , 1 9 $ 8 7 9 , 0 3 1 $ 1 8 1 , 1 2 2 $ 3 3 7 , 5 4 $ 3 3 8 , 7 4 $ 2 7 2 , 1 2 1 $ 4 5 8 , 2 2 $ 3 4 2 , 3 6 $ 8 5 0 , 0 7 $ 1 1 6 , 6 $ 1 5 2 , 6 $ ) c ( ) 8 1 6 ( $ 9 3 7 , 6 1 $ 1 5 6 , 3 1 $ 9 6 4 , 0 3 $ T B E P E R C P M ) 3 4 6 , 4 1 ( ) 4 9 6 , 8 1 ( ) 8 3 7 , 9 1 ( 8 2 0 , 6 0 4 0 , 6 1 3 3 , 4 ) 8 4 3 , 3 1 ( ) 0 8 1 , 6 1 ( ) 7 7 0 , 5 1 ( ) 7 2 7 , 1 ( ) 4 6 6 , 1 ( ) 6 8 ( ) 6 9 5 , 5 ( ) 0 9 8 , 6 ( ) 6 0 9 , 8 ( ) a ( t e n , e s n e p x e t s e r e t n I % 6 . 2 5 % 4 . 2 5 % 4 . 5 6 % 4 . 4 5 % 9 . 1 6 % 4 . 9 7 % 3 . 8 3 % 0 . 3 4 % 8 . 6 4 % 7 . 5 4 % 2 . 1 4 % 0 . 0 % 0 . 0 7 % 1 . 0 7 % 4 . 6 6 ) b ( % n i g r a M s s o r G 4 9 2 , 7 7 4 8 2 , 2 1 1 3 4 4 , 1 0 2 1 6 7 , 1 5 3 7 8 , 3 5 3 0 6 , 5 2 1 6 0 5 , 9 3 6 0 , 7 4 1 8 9 , 4 5 4 8 8 , 4 7 8 5 , 4 ) 4 0 7 ( 3 4 1 , 1 1 1 6 7 , 6 3 6 5 , 1 2 e m o c n i g n i t a r e p O e b o t e u n i t n o c s e s n e p x e e v i t a r t s i n i m d a d n a s e x a t e t a t s e l a e r s a h c u s s t s o c n i a t r e c , r e v e w o h , 4 1 0 2 n i s e l a s d n a l o n o t e u d s i d n a l y r a M n i T B E P E R C P M e v i t a g e n e h T . n o i t a p i c i t r a p e c i r p r e d l i u B s u p l s e l a s d n a L y b d e d i v i d , d n a l - s e l a s f o t s o C s s e l n o i t a p i c i t r a p e c i r p r e d l i u B s u p l s e l a s d n a L f o o i t a r e h t s i % n i g r a m s s o r G . t b e d e t a r o p r o c d n a t n e m g e s s t e s s A g n i t a r e p O r u o o t d e n g i s s a t b e d n o d e z i l a t i p a c t s e r e t n i o t e t a l e r s t n u o m a e s n e p x e t s e r e t n i e v i t a g e N . s t n e m g e S – 7 1 e t o N o t r e f e r , s e x a t e r o f e b ) s s o l ( e m o c n i d e t a d i l o s n o c o t T B E P E R C P M f o n o i t a i l i c n o c e r a r o F ) * ( ) a ( ) b ( ) c ( . d e r r u c n i ) * ( s e s n e p x E d n a s e u n e v e R s e i t i n u m m o C d e n n a l P r e t s a M , 1 3 r e b m e c e D d e d n e s r a e y e h t r o F ) % t p e c x e , s d n a s u o h t n I ( s e i t i n u m m o C d e n n a l P r e t s a M f o y t i l i b a l i a v a , n o i t a c o l , o t d e t i m i l t o n t u b , s a h c u s s r o t c a f l a r e v e s d n a s n o i t i d n o c c i m o n o c e n o d e s a b s d o i r e p n e e w t e b y r a v s e u n e v e r C P M , s e m o h f o e l a s e r r o e l a s e h t e v l o v n i t o n s e o d s s e n i s u b r u o h g u o h t l A . e s u l a i c r e m m o c r o l a i t n e d i s e r d n a y t i s n e d t n e m p o l e v e d , e l a s r o f d n a l . s n o i t a l e c n a c s s e l , s r e d l i u b e m o h y b e d a m s e l a s e m o h t c e l f e r s e l a s e m o h w e n t e N . s t l u s e r g n i t a r e p o C P M r u o f o n o i s s u c s i d e h t n i c i t s i t a t s s i h t e s u e w , e r o f e r e h t ; s t o l d n a s e t i s d a p r e p u s r u o r o f d n a m e d e r u t u f f o r o t a c i d n i t n a t r o p m i n a e r a s e l a s e m o h w e n t e n t a h t e v e i l e b e w o t e l b a n u s i r o e g a g t r o m e m o h a r o f y f i l a u q o t s l i a f r e t a l t u b , e m o h a e s a h c r u p o t t c a r t n o c a s n g i s r e y u b e m o h a n e h w r u c c o s n o i t a l e c n a C d e t a r e n e g s w o l f h s a c l a u t c a m o r f y l t n a c i f i n g i s r e f f i d y a m s t l u s e r d e t r o p e R . e l a s e m o h e h t e t e l p m o c o t t n e m y a p n w o d e t a u q e d a n a e d i v o r p e r u t u f d e t c e j o r p , s e u l a v g n i y r r a c g n i s u d e t a l u c l a c s n i g r a m m o r f d e v i r e d s i s e s o p r u p P A A G r o f s e l a s f o t s o c e s u a c e b y l l a p i c n i r p t n e s e r p e r , y l l a r e n e g , s e u l a v g n i y r r a C . s e u n e v e r e l a s d n a l e r u t u f d e t c e j o r p o t n o i t a l e r n i s t s o c t c e j o r p d e z i l a t i p a c r e h t o d n a s t n e m e v o r p m i y l l a r e n e g d n a d e z i l a t i p a c e r a s e r u t i d n e p x e t n e m p o l e v e D . s e g r a h c t n e m r i a p m i s u o i v e r p y n a y b d e c u d e r s t s o c t n e m p o l e v e d d n a n o i t i s i u q c a 50 . r a e y t n e r r u c e h t n i s n o i t a r e p O f o s t n e m e t a t S d e t a d i l o s n o C e h t n i d e t c e l f e r t o n d e s a b d e t a l u c l a c s i t n u o m a s s e c x e e h T . e c i r p t o l e s a b e h t f o s s e c x e n i d e t c e l l o c t n u o m a e h t s t n e s e r p e r y l l a r e n e g n o i t a p i c i t r a p e c i r p r e d l i u B . e c i r p t o l e s a b e h t s s e l , t c a r t n o c s e l a s d n a l e h t n i d e t a l u p i t s e g a t n e c r e p n o p u d e e r g a n a y b d e i l p i t l u m e c i r p e m o h l a u t c a e h t n o d e n n a l p r e t s a m h c a e r o f s e u n e v e r s e l a s d n a l f o e g a t n e c r e p d e i f i c e p s a s a d e n i m r e t e d e r a h c i h w s o i t a r t s o c n o d e s a b s i s e l a s d n a l f o t s o C r o f s e u n e v e r s e l a s d n a s t s o c t n e m p o l e v e d f o s e t a m i t s e d n a d e r r u c n i s t s o c l a u t c a n o d e s a b e r a s o i t a r t s o c e h T . t c e j o r p y t i n u m m o c . l e v e l t c e j o r p e h t t a d e z i l a t i p a c s i t a h t t s e r e t n i f o t n u o m a e h t s t c e l f e r t e n , e s n e p x e t s e r e t n I . t c e j o r p h c a e f o n o i t e l p m o c t o l r e p e c i r P e r c a r e p e c i r P s t i n U / s t o L f o r e b m u N d l o S s e r c A s e l a S d n a L , 1 3 r e b m e c e D g n i d n E r a e Y 2 1 0 2 3 1 0 2 4 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 2 1 0 2 3 1 0 2 4 1 0 2 y r a m m u S s e l a S C P M ) s d n a s u o h t n I $ ( d n a l e g d i r B l a i t n e d i s e R 1 3 3 $ 3 5 4 $ 9 8 3 5 7 8 , 1 2 $ 4 7 9 , 0 1 $ 0 3 3 , 8 3 $ d e h c a t e d – y l i m a f e l g n i S 6 5 $ 7 7 $ 6 9 $ — 6 5 — — 8 4 1 — — 8 4 1 — — 4 5 1 9 4 1 4 — — — 8 7 — — 2 0 1 — — — — — 2 0 1 — — 7 7 1 2 — 6 9 9 1 — % 5 . 7 3 % 7 . 4 2 — — — — ) 8 4 1 ( M N 1 7 5 1 1 1 0 4 — — — 2 0 8 — — — — — — 1 0 1 7 8 1 4 1 6 — — — — 4 3 4 1 1 % 6 . 2 % 5 . 2 4 9 4 0 7 1 — — — — 4 5 6 5 1 8 5 7 8 1 — — — — 1 1 7 6 1 % 9 . 2 5 % 1 . 7 2 7 2 — 2 7 2 — — 3 8 2 — 5 7 4 — — 6 2 2 5 9 6 1 8 7 4 8 7 — — — 7 8 3 — — 5 1 4 — 9 3 6 0 3 4 3 6 — 6 2 4 — — 3 6 4 , 3 — 1 3 2 — 1 3 2 — — — — 1 9 5 1 3 7 2 — 3 5 4 0 8 1 % 4 . 0 % 9 . 5 6 ) 4 4 2 ( % 4 . 1 5 (cid:5) ) 1 3 2 ( M N 3 2 3 1 7 7 8 0 9 0 2 6 3 3 6 2 2 5 5 3 ) 2 3 ( % 3 . 8 (cid:5) 5 1 6 9 4 5 4 1 7 8 8 7 3 9 1 — 4 1 6 8 8 1 8 7 4 6 0 8 2 9 2 , 1 9 2 9 5 2 2 — — 8 1 5 3 6 1 % 9 . 5 4 7 3 7 0 0 7 8 9 1 , 1 6 4 6 4 7 5 — 7 4 8 3 3 2 % 1 . 4 4 % 9 . 7 3 — 9 8 3 — — 8 2 — — 8 2 — — 2 3 2 8 5 1 0 1 — — — 0 0 4 — — 9 7 9 — — — — — 9 7 9 — — 3 4 1 — 3 4 1 ) 6 4 2 ( % 2 . 3 6 (cid:5) 1 0 4 — 1 0 4 8 5 2 % 4 . 0 8 1 — — — — ) 8 2 ( M N — — — — — — 2 1 7 5 1 4 6 1 , 1 7 7 0 2 8 4 1 , 1 — — — — — — — % 3 . 3 3 2 3 3 9 3 3 3 , 1 ) 8 8 ( % 6 . 6 (cid:5) 5 4 2 , 1 5 . 0 8 — 5 . 0 8 — — 2 . 1 — 7 . 8 1 9 . 9 1 — — 3 . 5 5 7 . 0 2 3 . 5 0 . 1 — — — 3 . 2 8 — — 2 . 3 3 6 . 6 1 8 . 9 4 ) 7 . 0 3 ( % 1 . 8 3 (cid:5) 6 . 4 8 — 6 . 4 8 8 . 4 3 % 9 . 9 6 — 2 . 6 5 — 2 . 6 5 3 . 6 3 % 4 . 2 8 1 3 . 5 4 . 3 2 3 . 7 5 2 3 . 7 9 . 5 2 . 7 1 — — — — ) 2 . 6 5 ( M N 5 . 9 9 . 7 1 7 . 1 4 2 7 . 0 — — 0 . 0 1 — 5 7 8 , 1 2 — — 6 3 6 , 2 — % 8 . 7 3 (cid:5) ) 5 6 2 , 8 ( 0 1 6 , 3 1 % 6 . 1 8 1 0 3 3 , 8 3 0 2 7 , 4 2 6 5 1 , 4 — 0 0 3 , 5 6 5 4 , 9 — — 5 0 5 , 2 1 4 9 3 , 4 1 1 4 1 , 4 4 8 7 — — — — — 0 0 0 , 3 1 4 4 5 , 3 0 0 0 , 3 1 % 5 . 7 3 1 9 1 , 3 8 8 3 0 , 8 1 3 1 8 , 4 6 2 5 , 4 — 5 7 5 4 3 3 , 1 — — — — M N ) 0 0 0 , 3 1 ( 4 3 4 , 4 1 6 7 2 , 2 1 7 4 4 , 5 1 1 0 5 6 — — 0 5 2 , 2 6 9 7 , 1 5 4 1 , 2 0 8 9 8 5 — — — — 9 6 6 ) 0 1 3 ( % 7 . 1 3 (cid:5) 3 7 3 9 3 — — — — 6 . 1 4 2 — 1 . 7 8 . 2 6 1 — 2 . 4 1 4 . 8 1 8 . 0 1 . 2 6 . 1 7 . 0 — 0 . 6 9 . 9 9 9 . 8 5 3 . 3 3 . 0 3 — 6 6 4 ) 3 0 2 ( % 3 . 0 3 (cid:5) 2 1 1 , 2 0 . 5 7 2 3 . 4 7 1 7 . 7 5 4 7 . 6 9 5 — — % 6 . 6 3 (cid:5) ) 7 . 0 0 1 ( % 8 . 3 1 8 . 2 6 5 1 . 4 2 4 . 8 9 1 — — 0 5 9 6 0 , 9 4 0 9 , 7 5 3 2 , 0 0 1 — — 8 5 2 , 7 1 1 ) 2 9 0 , 2 ( 2 2 3 , 4 3 1 4 , 0 8 1 7 9 8 , 3 2 4 1 , 0 0 1 — 0 0 5 , 1 1 6 2 , 1 5 3 1 2 0 2 , 4 9 6 6 , 3 7 0 5 5 , 0 7 1 3 1 , 2 1 0 4 , 7 1 — % 8 . 8 (cid:5) ) 3 2 3 , 0 1 ( 2 2 0 , 6 4 2 5 3 9 , 6 0 1 % 1 . 7 5 0 4 3 , 1 5 3 8 1 0 , 1 6 3 5 9 , 7 6 1 ) 1 5 4 , 2 1 ( 6 4 6 , 7 1 ) 3 7 1 , 7 3 ( 2 3 9 , 0 1 % 4 . 4 8 2 4 . 6 1 3 1 . 4 3 2 ) 6 . 6 3 ( % 6 . 1 1 (cid:5) 8 . 9 7 2 — — 4 2 8 , 1 3 % 4 . 3 5 2 % 0 . 9 2 3 5 6 , 0 8 7 7 4 , 2 1 1 0 8 5 , 2 3 7 5 0 , 5 4 1 e g n a h C % e g n a h C $ l a t o T s t n e m t r a p A l a i c r e m m o C s e i t i n u m m o C d n a l y r a M r e h t o d n a e c i f f O s t n e m t r a p A s e m o h n w o T l a i c r e m m o C l a i t n e d i s e R e g n a h C % e g n a h C $ l a t o T l a i t n e d i s e R n i l r e m m u S d e h c a t e d – y l i m a f e l g n i S s e t i s d a p r e p u S r e h t o d n a e c i f f O t i f o r p - r o f - t o N l i a t e R s t o l m o t s u C l a i c r e m m o C r e h t O e g n a h C % e g n a h C $ l a t o T s d n a l d o o W e h T l a i t n e d i s e R d e h c a t e d d e h c a t t a – – y l i m a f e l g n i S y l i m a f e l g n i S r e h t o d n a e c i f f O l a i c r e m m o C l a c i d e M l i a t e R r e h t O e g n a h C % e g n a h C $ l a t o T 51 * e u n e v e r t c i r t s i D t n e m e v o r p m I l a i c e p S e u n e v e r d e r r e f e D e u n e v e r s e l a s e g a e r c a l a t o T 3 4 6 , 2 8 1 $ 7 1 2 , 1 5 2 $ 9 9 0 , 5 2 3 $ s i s a b P A A G – e u n e v e r s e l a s d n a l t n e m g e s l a t o T . n i l r e m m u S o t y l e v i s u l c x e e l b a c i l p p A – * . l u f g n i n a e m t o N – M N For large MPCs such as ours, sales prices on a per lot basis and per acre basis generally increase as the size of the developed lot grows. This is because smaller lots are more commodity-like and larger lots may have more unique features. Additionally, the average homebuyer finds more competition for new and resale homes on the lower end of the price range in the broader residential market. As lot sizes and prices increase, the number of potential customers and developers decreases. Barring a softening in market conditions, when an MPC reaches the level whereby land is scarce, pricing begins to escalate on a per lot and per acre basis due to a scarcity premium resulting from the market’s realization that new home site inventory will be depleted. Bridgeland The increase for the year ended December 31, 2014 compared to 2013 in Bridgeland land sales primarily relates to the receipt of a wetlands permit in February 2014 from the U.S. Army Corps of Engineers, that allowed for new lot development. In addition, lot sales pricing increased as a result of strong demand for new homes. For the year ended December 31, 2014, Bridgeland sold 84.6 residential acres compared to 33.2 acres in 2013, and the average price per residential acre (single-family – detached) increased $122,000, or 36.9% to $453,000 for the year ended December 31, 2014 compared to $331,000 in 2013. For the year ended December 31, 2013, Bridgeland sold 33.2 acres compared to 80.5 acres in 2012, and the average price per residential acre (single-family – detached) increased $59,000, or 21.7% to $331,000 for the year ended December 31, 2013 compared to $272,000 in 2012. The decrease in Bridgeland land sales for the year ended December 31, 2013 compared to 2012 was due to lack of lot inventory during 2013. As of December 31, 2014, Bridgeland had 118 residential lots under contract, all of which are scheduled to close in the first quarter 2015 for $5.3 million. Builder price participation decreased for the year ended December 31, 2014 compared to 2013 at Bridgeland due to fewer home sales during 2014. Development of lots and model homes needed to be built in new sections while awaiting receipt of the wetlands permit. Cost of sales – land for the year ended December 31, 2014 compared to 2013 at Bridgeland increased due to higher land sales. Interest expense, net reflects the amount of interest that is capitalized at the project level. Interest expense, net increased for the year ended December 31, 2014 compared to 2013 at Bridgeland due to higher interest capitalization as a result of the increased level of development expenditures after receipt of the wetlands permit. Interest expense, net increased for the year ended December 31, 2013 compared to 2012 at Bridgeland due to higher consolidated company debt levels which resulted in increased capitalized interest. The construction of the Grand Parkway is connecting our Bridgeland and The Woodlands communities to ExxonMobil’s new campus. The Grand Parkway is an approximate 180-mile circumferential highway traversing seven counties and encircling the Greater Houston region. The segment of the Grand Parkway that runs through our Bridgeland property has already been completed, and we believe that the completion of construction of the entire Grand Parkway will positively impact the surrounding areas. The new 385-acre ExxonMobil campus is located just south of The Woodlands and is in close proximity to the Grand Parkway. The segment connecting Bridgeland to I-45 near the ExxonMobil campus is expected to be completed by late 2015. The ExxonMobil campus is expected to include approximately three million square feet of space, and we believe it is one of the largest construction projects currently under way in the United States. ExxonMobil began relocating employees to its new location in March 2014. ExxonMobil currently has approximately 2,200 employees working at the new facility and will continue with relocations into 2015. Upon completion of the relocation, in the latter part of 2015, ExxonMobil expects approximately 10,000 people will be employed at the new campus. The direct and indirect jobs related to this relocation are positively impacting The Woodlands and 52 Bridgeland due to increased housing demand, as well as commercial space needs for companies servicing ExxonMobil. Conroe In 2014, we purchased 2,055 acres of undeveloped land located in Conroe, Texas for $98.5 million. We have preliminarily planned for 1,452 acres of residential and 161 acres of commercial development on the combined sites, and currently estimate that the residential acres will yield approximately 4,800 lots. We have a contract to purchase an additional 61 adjacent acres before June 30, 2015 for $2.5 million which are planned for 36 acres of residential that we estimate will yield approximately 120 lots. The first lots are expected to be delivered in 2016 with lot sales starting in the first quarter 2017. This land acquisition will be developed by The Woodlands management team. Maryland There were no land sales for the year ended December 31, 2014 at Maryland. All of the residential land inventory was depleted by the end of 2013 and there were no commercial land sales in 2014. Summerlin The increase in Summerlin’s land sales for the year ended December 31, 2014 compared to 2013 was primarily due to higher pricing for our custom lots and superpad sites, partially offset by lower superpad acreage sold compared to the same period in 2013. Homebuilder demand for land in Summerlin continues to remain strong and Summerlin’s strategy is to manage the development and delivery of residential parcels for sale in order to increase the long-term value of the project. The increase for the year ended December 31, 2013 compared to 2012 was primarily due to increasing new home demand and low new home sales inventory, resulting in significantly higher sales of superpad sites to homebuilders in terms of volume and price per acre. Superpad sites are generally 20 to 25 acre parcels of unimproved land where we develop and construct the major utilities (water, sewer and drainage) and roads to the borders of the parcel and the homebuilder completes the on-site utilities, roads and finished lots. The average price per superpad acre increased $155,000, or 48.0% to $478,000 for the year ended December 31, 2014, compared to $323,000 for the year ended December 31, 2013. The average price per superpad acre increased $97,000, or 42.9% to $323,000 for the year ended December 31, 2013, compared to $226,000 for the year ended December 31, 2012. The increase for the years ended December 31, 2014 and 2013 in average price per acre is primarily due to a scarcity of attractive developable residential land in the Las Vegas market and the continued recovery of the local housing market. Summerlin had 437 new home sales for the year ended December 31, 2014, representing a 22.8% and 7.2% decrease compared to 566 and 471 new home sales for the same periods in 2013 and 2012, respectively. The median new home price in Summerlin, however, increased 49.6% to $513,000 for 2014 compared to a median new home price of $343,000 for the same period in 2013. Gross margin increased for the year ended December 31, 2014 compared to 2013 at Summerlin due to increased builder price participation revenue as a result of home sales price appreciation. Gross margin increased for the year ended December 31, 2013 compared to 2012 at Summerlin due to increased builder price participation revenue as a result of home sales price appreciation and increased land sales revenue. Builder price participation increased for the year ended December 31, 2014 compared to 2013 at Summerlin due to home closings at higher prices. During the second quarter 2014, we announced a joint venture with Discovery Land Company (‘‘Discovery Land’’), a leading developer of private clubs and luxury communities, to develop an exclusive luxury community on approximately 555 acres of land within the Summerlin MPC. We expect 53 to contribute our land to the joint venture at the agreed upon value of $226,000 per acre, or $125.4 million in the first quarter of 2015. Discovery Land’s capital contribution funding requirement consists of the initial development costs and total project costs up to a maximum of $30.0 million and we have no further capital obligations. We are entitled to all cash distributed by the joint venture until our equity contribution plus a 5% preferred return on our contributed capital has been repaid. After receipt of our capital contribution and preferred return, Discovery Land is entitled to all remaining cash distributed by the joint venture until two times its equity contribution has been repaid. Any further cash distributions are shared 50/50. Discovery Land is the manager on the project, and development is expected to begin in the second quarter 2015 with the first lot and home sales expected to begin in early 2016. The Woodlands The increase in The Woodlands land sales for the year ended December 31, 2014 compared to 2013 was primarily due to a $70.6 million commercial land sale to a hospital, representing a price of $1.2 million per acre, and four other retail commercial sites totaling $19.5 million. The decrease for the year ended December 31, 2013 compared to 2012 was primarily due to lower commercial land sales. In 2013, we began emphasizing holding land for development rather than selling. This decrease was partially offset by an approximately $3.8 million increase in total residential land sales. For the year ended December 31, 2014, The Woodlands sold 105.9 residential acres compared to 169.9 acres and 241.6 acres in 2013 and 2012, respectively, but average price per residential acre (single-family – detached) increased $122,000, or 19.8% to $737,000 compared to $615,000 and $415,000 in 2013 and 2012, respectively. Gross margin increased for the year ended December 31, 2014 compared to 2013 at The Woodlands due to the commercial land sales in 2014 which have a higher profit margin. Gross margin increased for the year ended December 31, 2013 compared to 2012 at The Woodlands due to higher lot prices in 2013 compared to 2012 which resulted in higher profit margins and increased builder price participation revenue as a result of home sales price appreciation and increased land sales revenue. Builder price participation increased for the year ended December 31, 2014 compared to 2013 at The Woodlands due to home sales price appreciation since initial lot closing. Other land revenues increased for the year ended December 31, 2014 compared to 2013 due to a trade name contract entered into with a homebuilder to use The Woodlands name. Other land revenues decreased for the year ended December 31, 2013 compared to 2012 due to the land use modification fees collected in 2012 that were not repeated in 2013 and the termination of a contract in June 2012 that provided easement fee revenues to The Woodlands during the first half of 2012. Land sales operations expenses increased for the year ended December 31, 2014 compared to 2013 due to higher commission and closing costs at The Woodlands for commercial land sales. Land sales operations expense decreased for the year ended December 31, 2013 compared to 2012 at The Woodlands due to reduced advertising and marketing costs, commissions and closing costs, sales incentives and real estate taxes. Houston is known as the energy capital of the world and is home to more than 5,000 energy related firms. With crude oil prices dropping by over 50% since mid-2014, the Houston area is widely expected to experience a slowdown in economic growth. The opening of the new ExxonMobil campus located four miles south of The Woodlands with 10,000 employees may well lessen the impact of an oil price- driven slowdown on home sales in The Woodlands region. 54 MPC Net Contribution In addition to REP EBT for the MPCs, we believe that certain investors measure the value of the assets in this segment based on their contribution to liquidity and capital available for investment. MPC Net Contribution is defined as MPC REP EBT, plus MPC cost of sales and depreciation and amortization reduced by MPC development and acquisition expenditures. Although MPC Net Contribution can be computed from GAAP elements of income and cash flows, it is not a GAAP-based operational metric and should not be used to measure operating performance of the MPC assets as a substitute for GAAP measures of such performance. A reconciliation of REP EBT to consolidated net income (loss) as computed in accordance with GAAP is presented in Note 17 – Segments. The following table sets forth the MPC Net Contribution for the years ended December 31, 2014, 2013 and 2012. MPC Net Contribution Year Ended December 31, 2014 2013 2012 2014-2013 Change 2013-2012 Change $ 221,181 $ 130,978 (In thousands) $ 91,937 $ 90,203 $ 39,041 MPC REP EBT (*) Plus: Cost of sales – land Depreciation and amortization 119,672 397 124,040 32 89,298 72 (4,368) 365 34,742 (40) Less: MPC development expenditures MPC land acquisitions (**) (140,735) (118,319) (133,590) (5,667) (107,144) — (7,145) (112,652) (26,446) (5,667) MPC Net Contribution $ 82,196 $ 115,793 $ 74,163 $ (33,597) $ 41,630 (*) For a detailed breakdown of our Master Planned Communities segment EBT, refer to Note 17 – Segments. (**) The year ended December 31, 2014 includes $17.4 million non-monetary consideration relating to land sales of approximately 26 acres of commercial land in The Woodlands. MPC Net Contribution decreased for the year ended December 31, 2014 compared to 2013 primarily due to land acquisitions in the Conroe, Texas area, offset by increased MPC land sales and builder price participation revenues. MPC Net Contribution increased for the year ended December 31, 2013 compared to 2012 due to increased land sales. 55 The following table sets forth MPC land inventory activity for the years ended December 31, 2014, 2013 and 2012. MPC Land Inventory Activity (In thousands) Balance December 31, 2012 $392,007 $ — $67,524 $897,391 $206,200 $1,563,122 Bridgeland Conroe Maryland Summerlin Woodlands Total MPC The Acquisitions Development expenditures (*) MPC Cost of Sales MUD reimbursable costs (**) Other Balance December 31, 2013 Acquisitions Development expenditures (*) MPC Cost of Sales MUD reimbursable costs (**) Other — 38,629 (4,413) (22,505) (744) 402,974 — 48,070 (13,108) (29,679) 6,536 — — — — — — — 4,103 (8,103) — (4,215) 3,261 45,084 (69,764) — 1,954 2,406 45,774 (41,760) (13,745) (1,326) 5,667 133,590 (124,040) (36,250) (4,331) 59,309 877,926 197,549 1,537,758 98,513 764 — — 7 — 2,040 — — (2,984) — 54,164 (70,597) — 166 19,806 35,697 (35,967) (7,769) (2,354) 118,319 140,735 (119,672) (37,448) 1,371 Balance December 31, 2014 $414,793 $99,284 $58,365 $861,659 $206,962 $1,641,063 (*) Development expenditures are inclusive of capitalized interest and property taxes. (**) MUD reimbursable costs represent land development expenditures transferred to MUD Receivables. Operating Assets Operating assets typically generate rental revenues sufficient to cover their operating costs except when a substantial portion, or all, of the property is being redeveloped or vacated for development. Variances between years in NOI typically result from changes in rental rates, occupancy, tenant mix and operating expenses. We view NOI as an important measure of the operating performance of our Operating Assets. 56 Total revenues and expenses for the Operating Assets segment are summarized as follows: Operating Assets Revenues and Expenses (*) (In thousands) Minimum rents Tenant recoveries Resort and conference center revenues Other rental and property revenues Total revenues Other property operating costs Rental property real estate taxes Rental property maintenance costs Resort and conference center operations Provisions for doubtful accounts Demolition costs Development-related marketing costs Depreciation and amortization Total expenses Operating income Interest expense, net Equity in Earnings from Real Estate and Other Year Ended December 31, 2014 2013 2012 2014-2013 Change 2013-2012 Change $ 95,807 28,133 37,921 24,429 $ 80,124 20,901 39,201 20,360 $ 81,140 23,210 39,782 20,959 $ 15,683 7,232 (1,280) 4,069 $ (1,016) (2,309) (581) (599) 186,290 160,586 165,091 25,704 (4,505) 62,752 14,860 8,592 31,829 1,399 6,712 9,770 49,272 61,146 12,065 7,552 29,454 835 2,078 3,462 31,427 60,072 11,292 8,073 29,112 1,335 — — 23,318 185,186 148,019 133,202 1,606 2,795 1,040 2,375 564 4,634 6,308 17,845 37,167 1,074 773 (521) 342 (500) 2,078 3,462 8,109 14,817 1,104 12,567 31,889 (11,463) (19,322) 16,930 19,011 16,104 (2,081) 2,907 Affiliates (2,025) (3,893) (3,683) 1,868 (210) Operating Assets REP EBT $ (13,801) $ (2,551) $ 19,468 $(11,250) $(22,019) (*) For a reconciliation of Operating Assets REP EBT to consolidated income (loss) before taxes, refer to Note 17 – Segments. Minimum rents for the year ended December 31, 2014 increased $15.7 million compared to 2013 primarily due to the strong growth in our retail and office properties of $5.3 million and $10.1 million, respectively. The growth in our retail properties was primarily due to the openings in 2014 of Downtown Summerlin, the Outlet Collection at Riverwalk and the Columbia Regional Building. The growth in our office properties was primarily due to higher occupancy and a full year of operations in 2014 for 3 Waterway Square and One Hughes Landing, both of which opened in 2013, and the acquisition of 10-60 Columbia Corporate Center in December 2014. These increases were partially offset by lower minimum rents at retail properties of $2.8 million related to the sale of Rio West in 2013 and the closing of Pier 17 at South Street Seaport for redevelopment. Minimum rents for the year ended December 31, 2013 decreased $1.0 million compared to 2012 primarily due to lower rents of $10.8 million resulting from the impact of Superstorm Sandy on South Street Seaport and vacating tenants at the Outlet Collection at Riverwalk for its redevelopment. These decreases were partially offset by $6.8 million of increased rents in The Woodlands related to the opening of our 3 Waterway Square and One Hughes Landing office properties and the acquisition of our partner’s interest in Millennium Waterway Apartments. Additionally, minimum rents increased by $2.5 million at Ward Village primarily related to the increase in square footage and higher occupancy. Tenant recoveries for the year ended December 31, 2014 increased $7.2 million compared to 2013, primarily related to $4.4 million from a full year of occupancy in 2014 at our 3 Waterway Square and One Hughes Landing office properties which opened in 2013 and $2.8 million related to the retail property openings of Downtown Summerlin and the Outlet Collection at Riverwalk in 2014. The 57 decrease in recoveries in 2013 of $2.3 million compared to 2012 were primarily due to $3.5 million of lower tenant recoveries at South Street Seaport due to the impact of Superstorm Sandy and vacating tenants at the Outlet Collection at Riverwalk as a result of its redevelopment. These lower tenant recoveries were offset by $0.4 million of higher tenant recoveries at Ward Village due to the increase in square footage and higher occupancy. Other rental and property revenues consists primarily of membership revenues at The Club at Carlton Woods, and other rental and special event revenue, percentage rents and lease termination fees at our rental properties. Revenues for The Club at Carlton Woods were $15.0 million, $14.3 million and $12.3 million for the years ended 2014, 2013 and 2012, respectively. Other rental property revenues for our retail properties were $5.4 million, $5.0 million and $5.0 million for the years ended 2014, 2013, and 2012, respectively. In 2012, Other rental and property revenues also included $1.4 million of franchise fee revenue at The Woodlands. Other property operating costs increased $1.6 million for the year ended December 31, 2014 compared to 2013. Higher property operating costs from full year operations at our 3 Waterway Square and One Hughes Landing office properties and from the openings of the Outlet Collection at Riverwalk and Downtown Summerlin retail properties were offset by lower property operating costs at South Street Seaport due to the property being under redevelopment and the sale of Rio West. Other property operating costs increased $1.1 million for the year ended December 31, 2013 compared to 2012 primarily due to 3 Waterway Square and One Hughes Landing being placed in service in 2013 and increases at Club at Carlton Woods, partially offset by a decrease at South Street Seaport due to the closing of Pier 17. Other property operating costs generally include recoverable and non-recoverable costs such as utilities and property management expenses relating to our operating assets, with the exception of real estate taxes and maintenance which are shown separately. Rental property real estate taxes increased $2.8 million for the year ended December 31, 2014 compared to 2013. The increase is primarily due to increased higher tax value assessments for The Woodlands office properties. Rental property maintenance costs increased $1.0 million for the year ended December 31, 2014 compared to 2013 primarily due to the openings of the Outlet Collection at Riverwalk, Downtown Summerlin and full year operation at 3 Waterway Square and One Hughes Landing. Demolition costs for the year ended December 31, 2014 primarily relate to the demolition of the Pier 17 building and pier at South Street Seaport which is being redeveloped. The demolition costs for the year ended December 31, 2013 related to demolition costs at our South Street Seaport, the Outlet Collection at Riverwalk and Columbia Regional Building which were being redeveloped. Development-related marketing costs for the year ended December 31, 2014 primarily relate to higher SEE/CHANGE programming costs at South Street Seaport and the opening of Downtown Summerlin and the Outlet Collection at Riverwalk. The development-related marketing costs for the year ended December 31, 2013 relate primarily to the SEE/CHANGE program at South Street Seaport. Depreciation and amortization expense increased $17.8 million for the year ended December 31, 2014 compared to 2013 primarily due to the change in the estimated useful life of the buildings subject to demolition once redevelopment begins at Ward Village and Landmark Mall. Additionally, depreciation and amortization expense increased $9.3 million due to placing One Hughes Landing, 3 Waterway Square, Downtown Summerlin and the Outlet Collection at Riverwalk into service. Depreciation and amortization increased $8.1 million for the year ended December 31, 2013 compared to 2012 primarily due to the change in the estimated useful life of Landmark Mall in the fourth quarter of 2013 due to its pending redevelopment and the change in useful life of certain buildings at Ward Village due to the pending condominium development. Depreciation and amortization expense for 2013 also included $1.5 million related to the 3 Waterway Square and One Hughes Landing office buildings being placed in service during the year. 58 The $2.1 million decrease in interest, net for the year ended December 31, 2014 compared to 2013 is primarily due to the refinancing of the 70 Columbia Corporate Center mortgage which settled the participation right contained in the refinanced mortgage. The value of the lender’s participation right was settled for less than its estimated value recorded in our financials resulting in a $3.4 million reduction of interest expense, partially offset by higher interest expense from mortgages at 3 Waterway Square and One Hughes Landing which were placed in service in 2013. The $2.9 million increase for the year ended December 31, 2013 compared to 2012 is mostly due to an increase of $1.4 million related to 70 Columbia Corporate Center lender’s participation right in the property and higher average debt balances in 2013. Equity in earnings from Real Estate and Other Affiliates decreased $1.9 million for the year ended December 31, 2014 compared to the same period in 2013 is primarily due to a lower cash distribution from our investment in the Summerlin Hospital Medical Center and our share of losses at Millennium Woodlands Phase II as a result of start-up activities. The lower distribution resulted from the hospital’s revenue declining as a result of a higher mix of uninsured patients. 59 Operating Assets NOI and REP EBT Year Ended December 31, 2014 2013 2012 2014-2013 2013-2012 Change Change (In thousands) $ — 19 (62) — (432) (839) 778 2,099 58 273 1,894 — 617 (948) (139) — (220) (140) (50) — 2,059 342 (835) 686 — 1,868 (503) 3,945 (999) 40 379 (1,932) (2,512) $ Retail Columbia Regional Building (a) Cottonwood Square Downtown Summerlin (a) 1701 Lake Robbins (b) Landmark Mall (a) Outlet Collection at Riverwalk (a) Park West (c) Ward Village (d) 20/25 Waterway Avenue Waterway Garage Retail Total Retail Office 10-60 Columbia Corporate Center (e) 70 Columbia Corporate Center (f) Columbia Office Properties (g) One Hughes Landing (h) Two Hughes Landing (a) 2201 Lake Woodlands Drive 9303 New Trails 110 N. Wacker 3831 Technology Forest Drive (i) 3 Waterway Square (h) 4 Waterway Square 1400 Woodloch Forest (j) Total Office 85 South Street (a) Millennium Waterway Apartments (k) The Woodlands Resort & Conference Center (a) 268 $ — $ — $ 647 810 185 953 528 2,058 24,255 1,505 809 451 (62) — 491 (618) 1,608 24,144 1,640 370 432 — — 923 221 830 22,045 1,582 97 32,018 28,024 26,130 635 1,716 496 4,443 157 141 1,860 6,077 (1) 6,181 5,756 1,191 — 757 465 (139) — (167) 1,679 6,023 — 2,059 5,886 1,160 — 140 1,413 — — 53 1,819 6,073 — — 5,544 1,995 268 196 872 185 462 1,146 450 111 (135) 439 3,994 635 959 31 4,582 157 308 181 54 (1) 4,122 (130) 31 28,652 17,723 17,037 10,929 (188) 4,386 6,092 — 4,457 10,167 — 2,589 10,670 (188) (71) (4,075) Total Retail, Office, Multi-family, Resort & Conference Center 70,960 60,371 56,426 10,589 The Club at Carlton Woods (a) The Woodlands Ground leases The Woodlands Parking Garages Other Properties (l) Total Other Operating Assets NOI – Consolidated and Owned as of December 31, 2014 Redevelopments South Street Seaport (a) Total Operating Asset Redevelopments Dispositions Rio West Mall (m) Head Acquisition (n) Total Operating Asset Dispositions (4,410) 458 (598) 2,116 (5,241) 444 (749) 708 (4,242) 404 (1,128) 2,640 (2,434) (4,838) (2,326) 831 14 151 1,408 2,404 68,526 55,533 54,100 12,993 1,433 1,234 1,234 (5,665) (5,665) 639 639 6,899 6,899 (6,304) (6,304) 77 — 77 790 — 790 1,250 (46) 1,204 (713) — (713) (460) 46 (414) Total Operating Assets NOI – Consolidated $ 69,837 $ 50,658 $ 55,943 $ 19,179 $ (5,285) 60 Total Operating Assets NOI – Consolidated Straight-line lease amortization (o) Demolition costs Development-related marketing costs Other income Depreciation and amortization Write-off of lease intangibles and other (p) Equity in earnings from Real Estate Affiliates Interest, net Year Ended December 31, 2014 2013 2012 2014-2013 2013-2012 Change Change (In thousands) $ 69,837 $ 50,658 $ 55,943 (736) — — — (23,318) — 3,683 (16,104) 1,759 (2,078) (3,462) — (31,427) (2,883) 3,893 (19,011) (763) (6,712) (9,770) — (49,272) (2,216) 2,025 (16,930) $ 19,179 (2,522) (4,634) (6,308) — (17,845) 667 (1,868) 2,081 $ (5,285) 2,495 (2,078) (3,462) — (8,109) (2,883) 210 (2,907) Total Operating Assets REP EBT (q) $(13,801) $ (2,551) $ 19,468 $(11,250) $(22,019) Operating Assets NOI – Equity and Cost Method Investments Millennium Waterway Apartments (k) Millennium Woodlands Phase II Stewart Title (title company) Summerlin Baseball Club Member, LLC Woodlands Sarofim # 1 Operating Assets NOI – equity investees Operating Asset Dispositions Forest View/Timbermill Apartments (r) Total Operating Asset Dispositions NOI – equity investees $ — $ — $ 1,768 (84) 2,659 (153) 1,516 3,938 (74) 2,514 (13) 1,417 3,844 — — — — — 1,876 — 621 4,265 487 487 Total NOI – equity investees 3,938 3,844 4,752 $ — $ (1,768) (74) 638 (13) 796 (10) 145 (140) 99 94 (421) — — 94 (487) (487) (908) Adjustments to NOI (s) Equity Method Investments REP EBT Less: Joint Venture Partner’s Share of REP EBT Equity in earnings from Real Estate Affiliates Distributions from Summerlin Hospital Investment (1,112) 2,826 (2,450) 376 1,649 3,767 (2,377) 3,276 (1,969) 1,390 2,503 1,307 2,376 (941) (73) (1,014) (854) (77) (1,476) (1,035) 1,399 Segment equity in earnings from Real Estate Affiliates $ 2,025 $ 3,893 $ 3,683 $ (1,868) $ 491 (408) 83 127 210 Company’s Share of Equity Method Investments NOI Millennium Waterway Apartments (k) Millennium Woodlands Phase II Stewart Title (title company) Summerlin Baseball Club Member, LLC Woodlands Sarofim # 1 Operating Assets Sold During Periods Presented Forest View/Timbermill Apartments (r) Total Operating Assets Sold During Periods Presented $ — $ — $ 1,477 (68) 1,330 (77) 303 1,488 — — — 1,257 (7) 283 1,533 — — $ — $ (1,477) 0 319 (7) 159 (68) 73 (70) 20 — 938 — 124 2,539 (45) (1,006) 244 244 — — (244) (244) Total NOI – equity investees $ 1,488 $ 1,533 $ 2,783 $ (45) $ (1,250) Millennium Woodlands Phase II Stewart Title(title company) Summerlin Las Vegas Baseball Club Woodlands Sarofim #1 Economic Ownership December 31, 2014 Debt Cash 81.43% $37,345 — 50.00% — 50.00% 6,242 20.00% (In thousands) $ 47 211 742 669 (a) Please refer to discussion in the following section regarding this property. 61 (b) 1701 Lake Robbins was acquired in July 2014. Annual NOI is expected to be $0.4 million. (c) The NOI increase for the year ended December 31, 2014 compared to 2013 is due to a full year of occupancy in 2014 of tenants who took possession after the first quarter of 2013. (d) NOI increased $2.1 million for the year ended December 31, 2013 compared to 2012 due to the completion of Ward Village Shops and TJ Maxx occupancy in May 2012. In 2012, Ward Village Shops was completed consisting of approximately 67,000 square feet of retail at a cost of $32.1 million. In 2013, construction for Auahi Shops consisting of 57,000 square feet of retail was completed at a cost of $24.1 million. (e) Acquired on December 15, 2014. (f) The $1.0 million increase for the year ended December 31, 2014 compared to 2013 was due to increased occupancy. (g) The decrease in NOI for the year ended December 31, 2014 compared to 2013, and 2013 compared to 2012, is primarily due to the relocation of tenants to 70 Columbia Corporate Center during the second quarter of 2013. (h) Property was completed and placed into service in 2013. NOI increase is due to a full year of revenue in 2014. Total development costs were $45.4 million. (i) 3831 Technology Forest Drive’s sole tenant, which occupies 100% of the building, took possession on December 24, 2014. Stabilized annual NOI is expected to be $2.1 million in the first quarter 2015. (j) The NOI decrease for 1400 Woodloch Forest for the year ended December 31, 2013 compared to 2012 was primarily related to the planned relocation of a 22,459 square foot tenant to 3 Waterway Square in June 2013. (k) On May 31, 2012, we acquired our partner’s interest in Millennium Waterway Apartments at a negotiated $72.0 million valuation for the property and consolidated the asset after the purchase. The NOI increase of $1.9 million for the year ended December 31, 2013 compared to 2012 is primarily due to increased rental income offset by higher property taxes, due to a higher assessed value, and an increase in operating costs due to a full year of operations. (l) The NOI increase for the year ended December 31, 2014 compared to 2013 is primarily due to lower property management fees. The NOI decrease for the year ended December 31, 2013 compared to 2012 is due to lower easement fee revenues in The Woodlands. The contract that provided easement fees expired June 2012. (m) Rio West Mall was sold on September 30, 2013. (n) Head Acquisition was sold in 2013. (o) The change in straight-line lease amortization for the year ended December 31, 2014 compared to 2013 is primarily due the amended ground lease at South Street Seaport which occurred in the third quarter of 2013. (p) The write-off of lease intangibles and other for the year ended December 31, 2013 is primarily related to the write off of tenant improvements and lease commissions for a terminated tenant at 20/25 Waterway. (q) For a detailed breakdown of our Operating Asset segment REP EBT, please refer to Note 17 – Segments in the Consolidated Financial Statements. (r) Forest/View Timbermill was sold in 2012. (s) Adjustments to NOI include straight-line rent and market lease amortization, demolition costs, depreciation and amortization and non-real estate taxes. 62 Reconciliation of Operating Assets Segment Equity in Earnings (In thousands) Equity Method investments Cost basis investments and dividends Operating Assets segment Equity in Earnings from Real Estate Affiliates Strategic Developments segment Equity in Earnings from Real Estate Affiliates Equity in Earnings from Real Estate Affiliates December 31, 2014 2013 376 1,649 2,025 1,390 2,503 3,893 2012 1,307 2,376 3,683 21,311 10,535 — $23,336 $14,428 $3,683 Retail Properties Retail NOI for the year ended December 31, 2014 increased $4.0 compared to 2013 primarily due to the re-opening of the Outlet Collection at Riverwalk and the opening of Downtown Summerlin in 2014, and increased leasing at Park West and Waterway Garage Retail in 2014. The following table summarizes the leases we executed at our retail properties during the year ended December 31, 2014: Per Square Foot Annual (thousands) Total Avg. Lease Leased Square Term Total Avg. Starting Rents per Total Tenant Total Leasing Starting Tenant Leasing Avg. Retail Properties (a) Executed (Months) Footage Annum Improvements Commissions Rents Improvements Commissions Pre-leased (b) Comparable – Renewal (c) Comparable – New (d) Non-comparable (e) Total 116 110 546,116 $36.95 $101.38 $13.08 $20,182 $40,258 $4,694 28 10 20 40 56 71 69,290 31,523 36,932 683,861 25.14 26.86 28.37 10.10 20.74 55.56 7.96 4.68 8.81 1,674 847 1,048 64 445 1,093 20 68 190 $23,751 $41,860 $4,972 (a) Excludes executed leases with a term of 12 months or less. (b) Pre-leased information is associated with projects under development at December 31, 2014. Includes eight leases for 11,042 square feet at the Outlet Collection at Riverwalk signed prior to the opening in May 2014 and 87 leases for 350,016 square feet at Downtown Summerlin signed prior to the opening in October 2014. (c) Comparable – Renewal information is associated with stabilized assets whereby the square footage was occupied by the same tenant within 12 months prior to the renewal. These leases represent expiring cash rents averaging $24.15 per square foot and renewing at an average of $24.17 per square foot, or 0.1% over previous rents. (d) Comparable – New information is associated with stabilized assets whereby the square footage was occupied by a different tenant within 12 months prior to the executed agreement. These leases represent an increase in expiring cash rents averaging $26.23 per square foot and releasing at an average of $26.86 per square foot, or 2.2% over previous rents. (e) Non-comparable information is associated with stabilized assets whereby the square footage was previously vacant for more than 12 months or has never been occupied. 63 Columbia Regional Building During the third quarter 2014, we substantially completed its restoration and redevelopment with the opening of Columbia’s first Whole Foods Market occupying 41,000 square feet. We believe this will serve as a catalyst for future development in downtown Columbia, and we commenced plans to further develop our 35 acres located in close proximity to the Whole Foods Market. We expect to reach stabilized annual NOI of $2.1 million by the end of the fourth quarter of 2015. Total development costs, excluding overhead and capitalized corporate interest are expected to be $24.6 million, and we have incurred $23.9 million as of December 31, 2014. The remaining costs to be incurred are primarily for tenant improvements. The project is financed by a $23.0 million construction loan bearing interest at one-month LIBOR plus 2.00% with an initial maturity of March 15, 2016, with two, one-year extension options. Downtown Summerlin Downtown Summerlin opened on October 9, 2014 and generated $0.8 million of NOI from its opening through December 31, 2014. Revenues include minimum rents of $2.9 million, and tenant recoveries of $1.1 million, partially offset by operating costs of $3.2 million. The retail portion of the project is 72.5% leased and the office building is 27.6% pre-leased, of which our management office has leased 12.4%, as of February 1, 2015. Tenants include two major department store anchors, Macy’s and Dillard’s, and approximately 113 other national and local tenants. Included in this line up of retailers is Nordstrom Rack, Michael Kors, American Eagle, Forever 21, Guess, Regal Cinemas, Victoria Secret, Wolfgang Puck Grill, Sur La Table, Crave, Elizabeth Blau Andiron Steak and Sea and many others. Stabilized annual NOI is expected to be $37.2 million by the end of 2017 based on current market rents and a lease-up of the property to 97.0% by 2017. Total estimated development costs are approximately $418 million, of which we have incurred $364.6 million as of December 31, 2014. The remaining costs to be incurred are primarily for tenant improvements and leasing. The project is financed by a $311.8 million construction loan. The loan has an initial rate of one-month LIBOR plus 2.25% with an initial maturity date of July 15, 2017, and with two, one-year extension options. Landmark Mall NOI increased $0.5 million for the year ended December 31, 2014 as compared to $0.5 million and $1.0 million for the years ended December 31, 2013 and 2012, respectively, due to special event revenue and a favorable property tax settlement with the City of Alexandria for $0.7 million, which was partially offset by lower occupancy and rental rates in 2014. Leasing is becoming more difficult due to the likelihood that the asset will be redeveloped in the near future. Prior to the commencement of construction, we must obtain finalization of a development program, including pre-leasing, obtaining a development permit application from the City of Alexandria, and consents from Macy’s and Sears. We have incurred $14.7 million of development costs on this project as of December 31, 2014. Outlet Collection at Riverwalk We reopened the Outlet Collection at Riverwalk during the second quarter 2014. The property was 100.0% leased as of February 1, 2015. The center includes approximately 75 national and local retailers, including Neiman Marcus Last Call Studio, Coach, Forever 21, Gap and many others. NOI for the year ended December 31, 2014 increased by $1.1 million to $0.5 million as compared to ($0.6) million for the same period in 2013. The NOI loss in 2013 was attributable to vacating tenants in mid-2013 due to the redevelopment. The increase in minimum rents of $3.6 million and tenant recoveries of $1.8 million are due to the reopening of the center, offset by an $3.0 million increase in operating costs which included a $1.1 million lease termination fee in the second quarter 2014. The NOI decrease of $0.8 million for the year ended December 31, 2013 compared to 2012 is due to the closure of the 64 center for redevelopment in June 2013. The project is expected to reach annual NOI of $7.8 million by early 2017 based on leases in place at December 31, 2014. Total development costs are expected to be $85.7 million, of which we have incurred $84.6 million as of December 31, 2014. The remaining costs to be incurred primarily represent tenant improvements. During 2013, we received $4.5 million due to a favorable legal settlement and it was recorded to other income. The project was financed by a $64.4 million partial recourse construction loan bearing interest at one-month LIBOR plus 2.75% with an initial maturity date of October 24, 2016, with two, one year extension options. Office Properties All of the office properties listed in the Operating Assets NOI and REP EBT table, except for 110 N. Wacker, are located in Columbia Maryland and in The Woodlands. Leases related to our office properties, except those located in Columbia, Maryland, are generally triple net leases. Triple net leases typically require tenants to pay their pro-rata share of the majority of property operating costs, such as real estate taxes, utilities and insurance, as well as their own direct space maintenance. Office property NOI increased $10.9 million to $28.7 million for the year ended December 31, 2014, as compared to $17.7 million in 2013. The increase is due primarily to 3 Waterway Square and One Hughes Landing having a full year of operations in 2014. The following table summarizes our executed office property leases during the year ended December 31, 2014: Avg. Lease Term Executed (Months) Footage Avg. Total Leased Starting Square Rents per Total Per Square Foot Annual (thousands) Total Tenant Total Leasing Avg. Starting Tenant Leasing Annum Improvements Commissions Rents Improvements Commissions 12 8 5 18 94 42 60 83 131,305 $25.93 $52.88 $20.40 $ 3,405 $ 6,903 $2,339 41,379 20.17 30.52 28.02 57,200 177,332 407,216 4.84 11.02 48.74 3.98 10.75 16.47 834 107 110 1,746 4,969 630 7,935 $10,954 $15,575 615 2,804 $5,868 Office Properties (a) Pre-leased (b) Comparable – Renewal (c) Comparable – New (d) Non-comparable (e) Total (a) Excludes executed leases with a term of 12 months or less. (b) Pre-leased information is associated with projects under development at December 31, 2014. Includes six leases for 36,188 square feet at Two Hughes Landing that were signed prior to the opening in June 2014 and one lease for 70,561 square feet at 3831 Technology Forest Drive that were signed prior to the opening in December 2014. (c) Comparable – Renewal information is associated with stabilized assets whereby the square footage was occupied by the same tenant within 12 months prior to the executed agreement. These leases represent an increase in expiring cash rents averaging $18.05 per square foot and renewing at an average of $20.17 per square foot, or 11.7% over previous rents. (d) Comparable – New information is associated with stabilized assets whereby the square footage was occupied by a different tenant within 12 months prior to the executed agreement. These leases represent an increase in expiring cash rents averaging $25.06 per square foot and releasing at an average of $30.52 per square foot, or 21.8% over previous rents. (e) Non-comparable information is associated with stabilized assets whereby the square footage was previously vacant for more than 12 months or has never been occupied. Two Hughes Landing During the third quarter 2014, we completed and placed in service Two Hughes Landing. The building is 86.2% leased as of February 1, 2015. We expect stabilized NOI to be $5.2 million by the third quarter 2015. Total development costs are expected to be $49 million, of which we have incurred $38.8 million as of December 31, 2014. The remaining costs to be incurred are primarily for tenant improvements. The project is financed by a $41.2 million non-recourse construction loan bearing 65 interest at one-month LIBOR plus 2.65% with an initial maturity date of September 11, 2016, with two, one-year extension options. Multi-family 85 South Street On October 22, 2014, we acquired a 21-unit multi-family apartment building with approximately 13,000 square feet of ground floor retail space for $20.1 million. The property is a rent-stabilized multi-family property located near our South Street Seaport property. The NOI loss of $0.2 million for the year ended December 31, 2014 is primarily due to a tenant lease buyout. The property is 100% occupied as of December 31, 2014. NOI is expected to be approximately $0.7 million in 2015 before the impact of any buyouts of rent-stabilized tenants. The Woodlands Resort & Conference Center The Woodlands Resort & Conference Center’s NOI of $6.1 million for the year ended December 31, 2014, decreased $4.1 million compared to $10.2 million for the year ended December 31, 2013 primarily due to 7.3% lower occupied group room nights and lower banquet and catering revenue resulting from the ongoing renovation project which has negatively impacted group business during the highest intensity period of the redevelopment. Construction was completed during the fourth quarter of 2014. We expect the renovation will have a significant positive impact on NOI due to the higher revenue per available room (‘‘RevPAR’’) resulting from the new and upgraded rooms. RevPAR is calculated based on dividing total room revenues by total occupied rooms for the period. Construction costs are expected to be $77 million, of which we have incurred $72.6 million as of December 31, 2014. Remaining costs are for final project close out. This project is financed by a $95.0 million non-recourse mortgage bearing interest at one-month LIBOR plus 3.50% and has an initial maturity date of February 8, 2016 with three, one-year extension options. As of December 31, 2014, $76.0 million has been drawn on this facility. NOI of $10.2 million in 2013 decreased $0.5 million as compared to 2012 primarily due to lower banquet and catering revenues caused by the renovation project. Other The Club at Carlton Woods (the ‘‘Club’’) has 737 total members as of December 31, 2014 consisting of 603 golf memberships and 134 sports memberships. The Club sold 64 new golf memberships during the year ended December 31, 2014. We estimate the Club requires approximately 800 golf members to achieve break-even NOI, and therefore we expect to continue to incur NOI losses for the foreseeable future. The increase in NOI of $0.8 million as of December 31, 2014 compared to 2013 is due primarily to increase in revenue of $0.8 million as memberships continue to grow, as well as decrease in overall operating expenses. NOI decrease of $1.0 million for the year ended December 31, 2013 compared to 2012 is primarily due to increased payroll and related costs. A significant portion of membership deposits are not recognized as revenue when collected, but are recognized over the estimated 12-year life of a membership. Prior to 2013, membership deposits were refundable and therefore no revenue was recognized. As of December 31, 2014, 2013 and 2012, cash membership deposits collected but not recognized in revenue or included in NOI were $3.9 million, $4.3 million and $5.5 million, respectively. The properties that are included in our Other Properties description in our NOI table above include the Golf Courses at TPC Summerlin and TPC Las Vegas, Kewalo Basin Harbor, Merriweather Post Pavilion, as well as our share of any NOI related to our equity investments. Total development costs for Kewalo Basin Harbor are expected to be approximately $15 million, of which we have incurred $0.5 million of development costs as of December 31, 2014. Furthermore, Merriweather Post Pavilion is about to undergo a $22 million renovation. 66 Redevelopments South Street Seaport NOI for the year ended December 31, 2014 increased by $6.9 million to $1.2 million as compared to ($5.7) million for the same period in 2013 primarily due to higher occupancy during 2014 of temporary tenants in the historic area and non-recurring lease termination costs incurred in 2013 totaling approximately $1.2 million. The improvement in NOI was also due to the closure of Pier 17 for redevelopment because it was operating at a loss since Superstorm Sandy. NOI for 2013 includes $15.2 million of negative impact from the closure of a majority of the property due to Superstorm Sandy in October 2012. Revenues for the approximately 76,000 square feet of space that have reopened since Superstorm Sandy and which are not planned for renovation were $5.6 million for the year ended December 31, 2014. On October 29, 2012, as a result of Superstorm Sandy, the historic area of South Street Seaport (area west of the FDR Drive) suffered significant damage due to flooding. During 2013, we filed a claim with our insurance carriers for property damages, lost income and other expenses resulting from the storm and we believe insurance will cover substantially all of these losses. We have collected $47.6 million in insurance proceeds through February 16, 2015, and the claim is in litigation. Insurance recoveries to date exceeded the book value of the buildings and equipment at the date of the storm. Consequently, for the years ended December 31, 2014 and 2013, we have recorded $24.6 million and $12.2 million, respectively, in Other income from insurance recoveries, which is excluded from NOI. During the first half of 2013, we established the SEE/CHANGE program in an effort to revitalize the South Street Seaport following the damage caused by Superstorm Sandy. SEE/CHANGE is an innovative seasonal program developed by us to re-energize and re-activate the Seaport area and to create a gathering place for the community that did not exist in the aftermath of the storm. The program includes bringing to the South Street Seaport for each season an array of new retail, culinary and cultural events to attract local residents and tourists, and an intensive social media campaign to advertise the events. During the years ended December 31, 2014 and 2013, SEE/CHANGE-related expenses were approximately $4.4 million and $3.8 million, respectively, and are included in Development-related marketing costs. As more fully described in Note 10 – Commitments and Contingencies, on June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport and we provided a completion status guarantee to New York City for the Renovation Project (as defined below). The execution of the amended and restated ground lease was the final step necessary for the commencement of the renovation and reconstruction of the existing Pier 17 Building (‘‘Renovation Project’’). Construction began during third quarter 2013 and is expected to conclude in 2017. The Renovation Project will increase the leasable area of Pier 17 to approximately 182,000 square feet, features a newly constructed pier and building and is designed to include a vibrant open rooftop, upscale retail and outdoor entertainment venues. Additionally, we will reposition a significant portion of the 180,000 square feet of retail space in the historic area. The estimated costs for the Renovation Project and repositioning of the historic area are approximately $425 million, which includes $10.7 million of Pier 17 demolition costs, which is expensed as incurred. We are in the process of replacing the pier structure that will support the new Pier 17 building. We have executed a 20-year anchor lease with iPic Entertainment for 46,000 square feet in the Fulton Market Building located in the historic area. iPic Theatres will serve as an anchor attraction for residents, workers and tourists, and we expect the historic area to be substantially repositioned by the second quarter of 2016. We have incurred $96.3 million of development costs on this project as of December 31, 2014, which includes $7.2 million of demolition costs and $5.0 million of development-related marketing costs. During the fourth quarter of 2013, we announced plans for further redevelopment of the South Street Seaport district which includes approximately 700,000 square feet of additional space. The plans are subject to a Uniform Land Use Review Procedure (‘‘ULURP’’) that requires approval by the New York 67 City Council, the New York City Landmarks Preservation Commission and various other government agencies. After participating in a comprehensive neighborhood planning process with community stakeholders and elected public officials over the past year, we presented our revised plans and began the formal public approval process on December 10, 2014 and expect approval in 2016. Our current proposal includes the complete restoration of the historic Tin Building, which will include a food market; greater pedestrian access to the waterfront via East River Esplanade improvements and a new marina; reconfigured South Street Seaport Museum space within Schermerhorn Row as well as a potential building addition on the adjacent John Street lot; the replacement of wooden platform piers adjacent to Pier 17 and a newly constructed mixed use building which may include a new public middle school and community recreation space. Total development costs were $7.3 million as of December 31, 2014, which includes $0.8 million of development-related marketing costs. As of December 31, 2014, no demolition costs have been incurred. Partially Owned Millennium Woodlands Phase II was substantially completed and put into service during the third quarter 2014. As of February 1, 2015, 44.3% of the units have been leased. We expect the apartments to reach stabilized annual NOI of $4.9 million in the third quarter of 2015, of which our share would be $4.0 million. On July 5, 2012, Millennium Phase II was capitalized by our contribution of 4.8 acres of land valued at $15.5 million (compared to $2.2 million book value), our partner’s contribution of $3.0 million in cash and a non-recourse construction loan maturing in July 2016, with one, one-year extension option in the amount of $37.7 million, which is guaranteed by our partner. Total development costs are expected to be $38 million, of which the venture has incurred $36.5 million as of December 31, 2014. Strategic Developments Our Strategic Development assets generally require substantial future development to achieve their highest and best use. For our development projects, the total estimated costs of a project including the construction costs are exclusive of our land value, unless otherwise noted, because we typically own all of the land underlying our Strategic Developments. Most of the properties and projects in this segment generate no revenues with the exception of our condominium projects for which we use percentage of completion accounting to recognize revenues during the construction phase. Our expenses relating to these assets are primarily related to marketing costs associated with our strategic developments, operational costs associated with the IBM building in Hawaii, carrying costs, such as property taxes and insurance, and other ongoing costs relating to maintaining the assets in their current condition. If we decide to redevelop or develop a Strategic Development asset, we would expect that, upon completion of development, the asset would either be sold or reclassified to the Operating Assets segment and NOI would become an important measure of its operating performance. 68 Total revenue and expenses for the Strategic Development segment are summarized as follows: Strategic Developments Revenues and Expenses (*) Minimum rents Condominium rights and unit sales Other land, rental and property revenues Total revenues Condominium rights and unit cost of sales Rental and other property operations Provision for (recovery of) doubtful accounts Demolition costs Development-related marketing costs Other income, net Depreciation and amortization Total expenses Operating income Interest (income) expense, net (a) Equity in Earnings from Real Estate and Other Year Ended December 31, 2014 2013 2012 2014-2013 Change 2013-2012 Change (In thousands) $ 609 83,565 806 84,980 $ 763 32,969 330 34,062 $ 905 267 3,584 4,756 49,995 7,372 16 22 13,013 (2,373) 1,706 16,572 8,304 — — 1,449 (3,609) 189 69,751 22,905 96 6,027 (111) — — — 225 6,237 $ (154) $ 50,596 476 50,918 33,423 (932) 16 22 11,564 1,236 1,517 (142) 32,702 (3,254) 29,306 16,476 2,277 111 — 1,449 (3,609) (36) 46,846 16,668 15,229 11,157 (1,481) 4,072 12,638 (11,918) (4,318) 219 (7,600) (4,537) Affiliates (21,311) (10,535) — (10,776) (10,535) Strategic Developments REP EBT $ 48,458 $ 26,010 $(1,700) $ 22,448 $ 27,710 (*) For a reconciliation of Strategic Developments EBT to consolidated income (loss) before taxes, please refer to Note 17 – Segments. (a) Negative interest expense amounts are due to interest capitalized in our Strategic Developments segment related to Operating Assets segment debt and the Senior Notes. The increase in condominium rights and unit sales in 2014 is primarily due to recognition of $69.4 million of revenue related to beginning construction on our Waiea Condominium project. This increase is offset by $18.8 million of lower deferred revenue on our ONE Ala Moana condominium project. ONE Ala Moana was completed in the fourth quarter 2014, and 201 of the 206 available units for sale were sold and closed as of December 31, 2014. The increase in revenues in 2013 is primarily due to the May 2013 sale of our condominium rights related to this project. The condominium rights and unit sales for the year ended December 31, 2013 represents partial recognition of the gain relating to the sale of the condominium rights to the joint venture, in which we have a 50% interest, and the portion of the deferred sale relating to our ongoing interest in the condominium rights. Condominium rights and unit costs of sales represent allocated costs on our Waiea Condominium sales and ONE Ala Moana Condominium project. The increase in development-related marketing costs in 2014 is primarily caused by increased marketing efforts at Strategic Development projects at Ward Village ($6.1 million), Downtown Summerlin ($3.8 million), South Street Seaport ($1.0 million) and Metropolitan Downtown Columbia Project ($0.7 million). Other income primarily consists of the sale of land parcels (at our various projects) to joint ventures in which we are a partner or to third parties. Revenues vary year to year depending on the number of parcels sold and the selling price. 69 Depreciation and amortization increased for the year ended December 31, 2014 as compared to prior periods primarily as a result of beginning depreciation on the IBM Building renovations, which were placed in service during the first quarter 2014. Net interest (income) expense increased for the year ended December 31, 2014 as compared to prior periods due to higher capitalized interest from more projects being under construction than in prior periods. In addition, the Equity in Earnings from Real Estate Affiliates includes our share of the profit from the ONE Ala Moana condominium venture. The higher equity in earnings during 2014 as compared to prior years relates to sales and construction progress of ONE Ala Moana. The following describes the status of our active Strategic Development projects as of December 31, 2014: The Woodlands Creekside Village Green During the fourth quarter 2013, we began construction of Creekside Village Green, which was opened in January 2015. Total development costs are expected to be approximately $19 million, of which we have incurred $14.1 million as of December 31, 2014. As of February 1, 2015 approximately 59.3% of the project has been pre-leased. We expect stabilized NOI, to be $2.2 million by the second quarter 2015. Hughes Landing Construction has been completed for two of the office buildings, One Hughes Landing and Two Hughes Landing, and they are reported in our Operating Assets segment. Three Hughes Landing – During the third quarter 2014, we began construction of Three Hughes Landing, a Class A office building. The project is expected to be completed by the end of the fourth quarter 2015. Total estimated development costs are approximately $90 million, of which we have incurred $11.0 million as of December 31, 2014. The project is financed by a $65.5 million non-recourse construction loan bearing interest at one-month LIBOR plus 2.35% with an initial maturity date of December 5, 2017, with two, one-year extension options. 1725-35 Hughes Landing Boulevard – Construction began during the fourth quarter 2013 and is expected to be completed by the end of 2015. Total development costs are expected to be approximately $171 million, which includes $19 million of tenant costs that will be reimbursed by ExxonMobil. We have incurred $87.4 million of development costs as of December 31, 2014. ExxonMobil has pre-leased the entire West Building for 12 years, and 160,000 square feet in the East Building for eight years with an option to lease the remaining space before the building opens. We expect to reach stabilized annual NOI, based on ExxonMobil’s current 478,000 square foot commitment, of approximately $10.7 million in 2018. If ExxonMobil exercises its option for the remaining space, stabilized annual NOI will increase to approximately $14.5 million. The project is financed by a $143.0 million non-recourse construction loan bearing interest at one-month LIBOR plus 1.90% with an initial maturity date of June 30, 2018 with a one-year extension option. The interest rate will be reduced to LIBOR plus 1.65% when ExxonMobil takes occupancy. Hughes Landing Hotel (Embassy Suites) – In fourth quarter 2014, we began construction of an Embassy Suites by Hilton in Hughes Landing, a nine-story, 205-room, full-service hotel that we will own and manage. The hotel is expected to be completed by the end of 2015. Total development costs are expected to be approximately $46 million, of which we have incurred $5.4 million as of December 31, 2014. On October 2, 2014, we closed on a $37.1 million non-recourse construction loan bearing interest at one-month LIBOR plus 2.50% with an initial maturity date of October 2, 2018, with two, one-year extension options. 70 Hughes Landing Retail – During the fourth quarter 2013, we began construction of Hughes Landing Retail, a 123,000 square foot retail component of Hughes Landing. The project is expected to be completed in the first quarter 2015. Total development costs are expected to be approximately $36 million, of which we have incurred $22.2 million as of December 31, 2014. The project is financed by a $36.6 million non-recourse construction loan bearing interest at one-month LIBOR plus 1.95% with an initial maturity date of December 20, 2016, with two, one-year extension options. As of February 1, 2015 approximately 78.2% of the project has been pre-leased. One Lake’s Edge – During the fourth quarter 2013, we began construction of One Lake’s Edge and anticipate completion of construction in the second quarter 2015. Total development costs are expected to be approximately $88 million, of which we have incurred $64.7 million as of December 31, 2014. The project is financed by a $73.5 million non-recourse construction loan bearing interest at one-month LIBOR plus 2.50% with an initial maturity date of November 25, 2016, with two, one-year extension options. Waterway Square Hotel (Westin) – In the second quarter 2014, we began construction of the Waterway Square Hotel, a 302-room Westin-branded hotel that will be owned and managed by us. The hotel is expected to be completed by the end of 2015. Total development costs are expected to be approximately $97 million, of which we have incurred $21.3 million as of December 31, 2014. The project is financed by a $69.3 million construction loan bearing interest at one-month LIBOR plus 2.65% with an initial maturity date of August 6, 2018, with a one-year extension option. Ward Village Ward Village Master Plan In the fourth quarter 2012, we announced plans to transform the property formerly known as Ward Centers into Ward Village, a vibrant neighborhood offering unique retail experiences, dining and entertainment, along with exceptional residences and workforce housing set among open public spaces and pedestrian-friendly streets. The first phase of the master plan includes the renovation of the IBM Building, the development of condominium units in two mixed-use market rate residential towers and the development of a workforce residential tower. Additionally, the first phase will include approximately 48,000 square feet of new retail. We began public presales for the two mixed-use market rate residential towers in February 2014. Sales contracts 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 then required to make an additional 10% deposit within approximately 90 days of our receipt of the second deposit. IBM Building – We completed the renovation of the IBM Building in the first quarter 2014, and total development costs were $24.7 million. Waiea Condominiums – In the second quarter 2014, we began construction on Waiea, the first of the market rate towers and anticipate completion by the end of 2016. As of February 1, 2015, we had received $102.4 million of buyer deposits, representing $550.8 million of contracted gross sales revenue. As of February 1, 2015, approximately 86.5% of the 171 total units have been contracted and passed their 30-day rescission period for which the buyers have made non-refundable deposits. Total development costs are expected to be approximately $403 million, which includes $5.0 million of development-related marketing costs which are expensed as incurred, and as of December 31, 2014, we have incurred $59.9 million of development costs of which $3.8 million is development-related marketing costs. During the fourth quarter 2014, we met all the necessary requirements to begin recognizing revenue on the percentage of completion basis. As of December 31, 2014, the project was approximately 14.4% complete, and for the year then ended our profit recognized was $26.5 million. 71 Anaha Condominiums – In November 2014 we began construction of Anaha, the second market rate tower. Completion is expected by the second quarter 2017. As of February 1, 2015, we had received $53.4 million of buyer deposits, representing $303.6 million of contracted gross sales revenue. As of February 1, 2015, approximately 75.6% of the 311 total units have been contracted and passed their 30-day rescission period for which the buyers have made non-refundable deposits. Total development costs are expected to be approximately $401 million, which includes $4.0 million of development-related marketing costs which are expensed as incurred, and as of December 31, 2014, we have incurred $28.0 million of development costs of which $2.8 million is development-related marketing costs. On November 6, 2014 we closed on a $600.0 million non-recourse construction loan cross-collateralized by Waiea and Anaha bearing interest at one-month LIBOR plus 6.75% with an initial maturity date of November 6, 2017, with two, one-year extension options. As of December 31, 2014, we have not yet drawn on this facility. Ward Workforce Housing – We continue to finalize plans for this tower. As of December 31, 2014 we have incurred $5.4 million of development costs on this project. In connection with Phase Two of the master plan, which is being finalized, we have received approval from the HCDA for the development of the Ward Block M project and Ward Village Gateway. Ward Block M – We expect to begin construction of the Whole Foods Market, located within Ward Block M, in 2015 with completion scheduled in 2017. We continue to finalize pre-development activities and the project budget. Condominium documents will be submitted to the Hawaii Real Estate Commission in 2015 and we anticipate the Real Estate Commission’s approval in order to launch pre-sales in 2015. We have incurred $4.9 million of development costs on this project as of December 31, 2014. Ward Gateway Towers – Condominium documents will be submitted to the Hawaii Real Estate Commission and we anticipate that we will receive approval in 2015. We continue to finalize plans for these towers. We have incurred $13.0 million of pre-development costs on this project as of December 31, 2014. ONE Ala Moana Tower Condominium Project The joint venture completed construction of a luxury 23-story, 206-unit condominium tower in the fourth quarter 2014. Of the available units for sale, 203 have been sold and closed as of February 1, 2015 at an average price of $1.6 million, or approximately $1,170 per square foot. During the fourth quarter 2014, after all construction and mezzanine financing was repaid, we received $38.7 million in cash distributions of which $9.4 million represents a return of our initial investment of our condominium rights. Since its inception and the sale of our air rights to the joint venture, we have received cumulative distributions totaling $75.5 million as of February 1, 2015, compared to our original $22.8 million book basis. For the years ended December 31, 2014 and 2013, our share of the earnings were $19.5 million and $9.9 million, respectively. Summerlin Apartments, LLC We and our partner, The Calida Group (‘‘Calida’’), each own 50% of the venture, and unanimous consent of the partners is required for all major decisions. Calida acts as the development manager, funded all pre-development activities, obtained construction financing and provided all guarantees required by the lender. The venture commenced construction in February of 2015 with a projected second quarter 2016 opening. Total estimated costs are $24 million, including land value, of which the venture had incurred $0.6 million as of December 31, 2014. In February of 2015, the venture closed on a $15.8 million construction loan. The loan bears interest at one month LIBOR plus 2.50% and matures in February of 2018, with two, one year extension options. Upon a sale of the property, we are 72 entitled to our 50% share of proceeds and 100% of the proceeds in excess of an amount determined by applying a 7.0% capitalization rate to NOI. The Metropolitan Downtown Columbia Project On April 12, 2012, Columbia Parcel D venture, in which we are a 50% partner with Kettler, Inc. received approval of the final development plan component of the entitlement process for the first phase. The joint venture began construction of The Metropolitan Downtown Columbia Project in February 2013, which will be completed by the end of the first quarter 2015. Total development costs are expected to be $97 million, including land value, of which the venture had incurred $62.9 million as of December 31, 2014. In 2013, we contributed land to the venture valued at $20.3 million and received a net cash distribution of $3.9 million. The joint venture obtained a $64.1 million construction loan which is non-recourse to us. The loan bears interest at one-month LIBOR plus 2.40% and matures in July 2020. Parcel C The venture continues to finalize pre-development activities and the project budget. Our partner will provide construction and property management services, including the funding and oversight of development activities, as well as obtaining construction financing. Closing on the construction loan and commencement of construction is anticipated in 2015. Our total investment in this project was $4.7 million as of December 31, 2014. Bridgeland Lakeland Village Center We expect to begin construction in the first half of 2015 with an estimated second quarter 2016 completion date. Total development costs are expected to be approximately $16 million, and we have incurred $0.3 million as of December 31, 2014. 73 e w , y l l a n o i t i d d A . 4 1 0 2 , 1 3 r e b m e c e D f o s a s t n e m p o l e v e D c i g e t a r t S d n a s t e s s A g n i t a r e p O r o f , t b e d d e t a l e r d n a , n o i t c u r t s n o c r e d n u s t c e j o r p r u o s e z i r a m m u s e l b a t g n i w o l l o f e h T . r e t n e C e g a l l i V d n a l e k a L d n a t s e r o F l y g o o n h c e T 1 3 8 3 r o f g n i c n a n i f n o i t c u r t s n o c g n i t n e m u c o d e r a e t e l p m o C e t e l p m o C 7 1 0 2 e t e l p m o C e t e l p m o C e t e l p m o C e t e l p m o C 5 1 0 2 5 1 0 2 5 1 0 2 5 1 0 2 5 1 0 2 5 1 0 2 5 1 0 2 6 1 0 2 6 1 0 2 7 1 0 2 1 Q 4 Q 1 Q 2 Q 4 Q 4 Q 4 Q 2 Q 4 Q 2 Q s t s o C d e t a m i t s E g n i n i a m e R f o s s e c x E n i d e t a m i t s E n o i t e l p m o C e t a D g n i n i a m e R o t g n i c n a n i F ) c ( n w a r D e b g n i n i a m e R o t t b e D n w a r D e b ) J ( = ) I ( (cid:6) ) F ( (cid:6) ) C ( ) I ( = ) H ( (cid:6) ) G ( ) d ( ) 5 9 0 , 1 ( ) e ( ) 2 1 2 , 1 ( $ ) g ( 9 1 5 , 4 1 ) f ( 0 8 8 , 3 4 3 ) h ( 3 9 6 ) i ( 9 4 2 , 7 ) j ( ) 6 7 4 , 4 ( 5 9 4 , 2 2 8 8 , 2 1 — 7 4 6 , 2 8 3 7 9 , 8 — 8 3 7 , 8 1 $ t n u o m A n w a r D h g u o r h T , 1 3 r e b m e c e D 4 1 0 2 ) H ( 3 1 5 , 0 2 8 1 1 , 7 4 $ — 3 5 1 , 9 2 2 — 7 2 9 , 9 3 2 9 9 , 9 1 / d e t t i m m o C d e t a c o l l A ) b ( t b e D — 8 0 0 , 3 2 0 0 0 , 0 6 0 0 8 , 1 1 3 ) G ( — 0 0 9 , 8 4 0 3 7 , 8 3 $ 8 5 5 , 9 5 3 5 3 7 , 5 2 1 3 0 7 , 6 5 3 8 3 4 , 2 8 4 ) l ( ) 9 2 8 ( ) k ( 3 6 2 , 6 ) m ( 9 1 6 , 1 1 ) 1 5 1 ( ) 5 7 4 , 1 ( ) n ( 9 9 4 , 8 ) o ( 2 4 0 , 8 1 0 0 0 , 6 1 ) p ( ) 0 9 1 , 8 ( ) p ( ) 9 8 5 , 0 1 ( ) 0 0 0 , 3 2 ( ) 9 7 9 , 3 1 ( 9 8 1 , 9 3 7 4 7 , 8 9 3 $ — 1 6 9 , 4 8 1 5 1 , 9 1 8 3 7 , 2 3 4 3 3 , 9 6 — 7 3 4 , 4 3 5 5 4 , 5 6 4 4 1 , 6 6 2 6 5 8 , 3 3 3 — 3 1 5 , 7 4 4 2 4 , 7 1 7 8 7 , 0 4 — 0 1 — — — — — 5 7 5 , 6 3 5 2 5 , 3 7 4 3 3 , 9 6 4 7 4 , 2 3 1 — 7 4 4 , 4 3 5 5 4 , 5 6 4 4 1 , 6 6 2 6 5 8 , 3 3 3 ) n o i t a t n e m u c o d ) n o i t a t n e m u c o d n i ( n i ( t s e r o F l y g o o n h c e T 1 3 8 3 r e t n e C e g a l l i V d n a l e k a L 6 7 0 , 6 0 9 1 1 8 , 1 3 0 , 1 $ 4 3 7 , 5 0 1 7 3 4 , 2 6 4 $ 0 1 8 , 1 1 0 , 1 8 4 2 , 4 9 4 , 1 $ r e y u B / s t i s o p e D t n a n e T s t n e m e s r u b m i e R d e t a m i t s E g n i n i a m e R t n e p S e b o t ) D ( ) C ( = ) B ( (cid:6) ) A ( g n i n i a m e R r e y u B / s t i s o p e D t n a n e T s t n e m e s r u b m i e R n w a r D e b o t ) F ( = ) E ( (cid:6) ) D ( — — — — — — 3 0 2 3 0 2 $ — — — — — — — 5 2 1 , 9 1 1 3 5 , 9 9 1 6 0 , 2 5 7 1 7 , 0 7 1 0 2 9 , 0 7 1 $ r e y u B / s t i s o p e D t n a n e T s t n e m e s r u b m i e R h g u o r h T n w a r D , 1 3 r e b m e c e D 4 1 0 2 ) E ( — — — — — — — — — — — — — — — — — — — $ $ — — — — — — 3 0 2 3 0 2 $ — — — — — — — 5 2 1 , 9 1 1 3 5 , 9 9 1 6 0 , 2 5 7 1 7 , 0 7 1 0 2 9 , 0 7 1 $ 0 0 4 , 1 0 7 6 , 1 1 6 6 1 , 7 9 0 8 8 , 3 4 3 6 6 6 , 9 9 4 2 , 7 5 6 4 , 4 1 6 9 4 , 5 8 4 3 6 2 , 6 7 5 2 , 3 0 1 6 7 6 , 7 1 7 8 5 , 2 3 3 5 9 , 0 8 6 3 9 , 2 4 7 9 4 , 3 8 0 0 0 , 6 1 6 8 0 , 5 5 3 7 2 7 , 7 7 3 $ d i a P s t s o C h g u o r h T , 1 3 r e b m e c e D 4 1 0 2 ) B ( 6 1 7 , 2 2 7 1 0 , 4 7 0 0 0 , 1 8 8 3 1 , 1 2 3 $ 8 4 0 , 7 6 1 3 7 , 2 1 8 3 1 , 4 3 6 1 1 , 4 2 7 8 6 , 5 8 0 8 8 , 4 2 4 4 0 3 , 8 1 4 ) A ( 4 1 7 , 6 7 0 8 9 , 9 1 3 0 6 , 8 4 l a t o T d e t a m i t s E ) a ( s t s o C 3 7 2 , 2 1 2 3 2 , 8 6 1 3 5 , 8 1 7 0 9 , 5 5 7 2 4 , 6 1 4 7 2 7 2 4 , 3 5 6 6 , 6 4 5 3 , 8 4 7 8 5 , 3 2 6 3 5 , 8 1 9 8 4 , 1 7 1 7 0 2 , 6 3 4 9 4 , 8 8 0 8 3 , 7 9 3 6 3 , 6 4 2 6 1 , 0 9 4 7 2 , 6 1 0 4 4 , 3 0 4 4 1 3 , 1 0 4 8 8 7 , 2 1 6 4 8 2 , 8 9 0 , 1 $ k l a w r e v i R t a n o i t c e l l o C t e l t u O g n i d l i u B l a n o i g e R a i b m u o C l d r a v e l u o B g n i d n a L s e h g u H 5 3 - 5 2 7 1 ) n i t s e W ( l e t o H e r a u q S y a w r e t a W y s s a b m E ( l e t o H g n i d n a L s e h g u H l i a t e R g n i d n a L s e h g u H e g d E s ’ e k a L e n O r e t n e C e g a l l i V d n a l e k a L g n i d n a L s e h g u H e e r h T s m u i n i m o d n o C a e i a W s m u i n i m o d n o C a h a n A ) s e t i u S & t r o s e R s d n a l d o o W e h T r e t n e C e c n e r e f n o C t s e r o F l y g o o n h c e T 1 3 8 3 g n i d n a L s e h g u H o w T n i l r e m m u S n w o t n w o D t r o p a e S t e e r t S h t u o S n e e r G e g a l l i V e d i s k e e r C s t e s s A g n i t a r e p O l a t o T s t n e m p o l e v e D c i g e t a r t S ) s d n a s u o h t n i $ ( t c e j o r P d e c n u o n n A s t e s s A g n i t a r e p O 2 8 9 , 5 1 1 , 1 8 7 4 , 1 0 6 , 1 $ 7 7 6 , 3 5 2 5 6 4 , 6 6 8 $ 9 5 6 , 9 6 3 , 1 3 4 9 , 7 6 4 , 2 $ 4 1 0 2 , 1 3 r e b m e c e D t a l a t o T d e n i b m o C s t n e m p o l e v e D c i g e t a r t S l a t o T 74 8 6 7 , 1 6 3 $ g n i c n a n i f g n i d n e p n o g n i s o l c g n i m u s s a g n i c n a n i f f o t e n d e d n u f e b o t s t s o c d e t a m i t s E e t a r o p r o c d e z i l a t i p a c d n a s t s o c d n a l s e d u l c x e d n a , s t s o c g n i c n a n i f d e r r e f e d d n a g n i s a e l , s t s o c g n i t e k r a m , s t s o c n o i t i l o m e d . e g a l l i V d r a W o t d e t a l e r s n o i t a c o l l a t s o c y t i n e m a d n a e r u t c u r t s a r f n i n a l P r e t s a M e r a s t s o C d e t a m i t s E , s t s o c l a t o T n o i t c u r t s n o c s e d u l c n i h c i h w t c e j o r p e h t n o d e r r u c n i e b o t s t s o c l l a t n e s e r p e r s t s o C d e t a m i t s E l a t o T ’ s m u i n i m o d n o C a h a n A d n a ’ s m u i n i m o d n o C a e i a W m o r f d e d u l c x E . t c e j o r p e h t o t : s l i a t e d d e t a c o l l a t s e r e t n i t b e D d e t t i m m o C o t t c e p x e e W . r e d n e l e h t y b d e s r u b m i e r t e y t o n t u b s u y b d i a p e r e w t a h t s t s o c r e b m e c e D o t d e t a l e r y l i r a m i r p e r a s m e t i e h T . t n e p S e b o t g n i n i a m e R d e t a m i t s E f o s s e c x e n i d e v i e c e r e b o t h s a c t n e s e r p e r s e c n a l a b e v i t a g e N . s t n a n e v o c l a n o i t a r e p o f o t n e m e v e i h c a e h t d n a n o i t e l p m o c r e t f a e l b a l i a v a s i h c i h w t u o n r a e 0 0 4 , 4 $ a d n a n o i t c u r t s n o c r o f 0 0 0 , 0 6 $ s e d u l c n i h c i h w , 0 0 4 , 4 6 $ f o t n e m t i m m o c l a t o t – k l a w r e v i R t a n o i t c e l l o C t e l t u O (cid:129) . g n i d n a L s e h g u H e n O n o s e c n a w o l l a t n e m e v o r p m i t n a n e t d n a s n o i s s i m m o c g n i s a e l l a n o i t i d d a r o f 0 0 5 , 2 $ d n a n o i t c u r t s n o c r o f 0 3 7 , 8 3 $ s e d u l c n i h c i h w , 0 3 2 , 1 4 $ f o t n e m t i m m o c l a t o t – g n i d n a L s e h g u H o w T . e c i v r e s n i d e c a l p s i t e s s a r e t f a e v r e s e r t s e r e t n i r o f 8 6 3 , 5 $ d n a e v r e s e r g n i t a r e p o r o f 8 5 1 , 5 $ , n o i t c u r t s n o c r o f 4 7 4 , 2 3 1 $ s e d u l c n i h c i h w , 0 0 0 , 3 4 1 $ f o t n e m t i m m o c l a t o t – d r a v e l u o B g n i d n a L s e h g u H 5 3 - 5 2 7 1 . t b e d e g a g t r o m r o i r p d e c n a n i f e r h c i h w 0 0 1 , 6 3 $ d n a t u o n r a e 0 0 0 , 0 1 $ a , n o i t c u r t s n o c r o f 0 0 9 , 8 4 $ s e d u l c n i h c i h w , 0 0 0 , 5 9 $ f o t n e m t i m m o c l a t o t – r e t n e C e c n e r e f n o C & t r o s e R s d n a l d o o W e h T (cid:129) (cid:129) (cid:129) . t c e j o r p e h t n i d e d u l c n i y l t n e r r u c t o n n o i s n a p x e e g a r a g e t e l p m o c o t t n e m t i m m o c t u o n r a e 0 5 6 , 2 $ d n a n o i t c u r t s n o c r o f 7 4 4 , 4 3 $ s e d u l c n i h c i h w , 7 9 0 , 7 3 $ f o t n e m t i m m o c l a t o t – l e t o H g n i d n a L s e h g u H (cid:129) e c i v r e s n i d e c a l p s a w t c e j o r p e h T . 4 1 0 2 , 1 3 r e b m e c e D f o s a d i a p t e y t o n s t s o c r o f r e b m e c e D n i d e v i e c e r s d e e c o r p g n i c n a n i f s t n e s e r p e r g n i c n a n i F g n i n i a m e R f o s s e c x E n i g n i n i a m e R s t s o C d e t a m i t s E s ’ n i l r e m m u S n w o t n w o D . t c e j o r p s i h t r o f g n i c n a n i f t n e n a m r e p g n i t n e m u c o d y l t n e r r u c e r a e W . 4 1 0 2 r e b m e c e D g n i r u d e c i v r e s n i d e c a l p s a w t s e r o F l y g o o n h c e T 1 3 8 3 . 4 1 0 2 r e b m e v o N n i d e t e l p m o c y l l a i t n a t s b u s s a w r e t n e C e c n e r e f n o C & t r o s e R s d n a l d o o W e h T . 4 1 0 2 r e t r a u q h t r u o f e h t g n i r u d . 4 1 0 2 r e b m e t p e S g n i r u d e c i v r e s n i d e c a l p s a w g n i d n a L s e h g u H o w T . g n i c n a n i f t b e d o n s a h e g a l l i V e d i s k e e r C n m u o c l n i , e v o b a n w o h s e r a s t n e m e s r u b m i e R t n a n e T e s e h T . l i b o M n o x x E y b y l t c e r i d d e s r u b m i e r e b l l i w t a h t s t n e m e v o r p m i t n a n e t f o n o i l l i m 9 1 $ y l e t a m i x o r p p a e d u l c n i s t s o C d e t a m i t s E l a t o T d r a v e l u o B g n i d n a L s e h g u H 5 3 - 5 2 7 1 r e y u b l a n o i t i d d a f o n o i l l i m 7 8 $ y l e t a m i x o r p p a f o l a t o t a e t a m i t s e y l t n e r r u c e w , l d o s e r a s t i n u m u i n i m o d n o c g n i n i a m e r e h t l l a f I . s t s o c t c e j o r p r o f d e s u e b o t d e r i u q e r o s l a e r a s t i s o p e d e s o h t , s e l a s t i n u l a n o i t i d d a m o r f . n a o l n o i t c u r t s n o c d e t t i m m o c e h t m o r f n w a r d e b o t d e d e e n t n u o m a l a t o t e h t g n i c u d e r y b e r e h t s t s o c t c e j o r p d n u f o t e l b a l i a v a e b l d u o c t a h t d e v i e c e r s t i s o p e d e r a s t i s o p e D r e y u B l a n o i t i d d a n e h W . n a o l e h t n o g n i w a r d o t r o i r p s t s o c t c e j o r p d n u f o t d e z i l i t u e b o t d e r i u q e r e r a t a h t s t i s o p e D r e y u B e l b a d n u f e r n o n e v a h y l t n e r r u c s m u i n i m o d n o C a h a n A d n a s m u i n i m o d n o C a e i a W h t o B . e r u t c u r t s l a t i p a c e h t f o n o i t r o p y t i u q e h s a c g n i n i a m e r e h t s i g n i c n a n i F f o s s e c x E n i g n i n i a m e R s t s o C d e t a m i t s E s ’ l e t o H e r a u q S y a w r e t a W . e r u t c u r t s . e r u t c u r t s l a t i p a c l a t i p a c e h t e h t f o f o n o i t r o p n o i t r o p y t i u q e y t i u q e h s a c h s a c g n i n i a m e r g n i n i a m e r e h t e h t s i s i g n i c n a n i F g n i c n a n i F f o f o s s e c x E s s e c x E n i n i g n i n i a m e R s t s o C d e t a m i t s E s ’ l e t o H g n i d n a L s e h g u H g n i n i a m e R s t s o C d e t a m i t s E s ’ g n i d n a L s e h g u H e e r h T . s t s o c t c e j o r p r o f s d n u f f o e c r u o s l a n o i t i d d a n a s a , D . 4 1 0 2 . 4 1 0 2 t s u g u A g n i r u d e c i v r e s n i d e c a l p s a w g n i d l i u B l a n o i g e R a i b m u o C l y a M g n i r u d e c i v r e s n i d e c a l p s a w k l a w r e v i R t a n o i t c e l l o C t e l t u O . e r u t u f e h t n i t c e j o r p s i h t r o f g n i c n a n i f g n i k e e s e t a p i c i t n a e W . e r u t u f e h t n i s t s o c e s e h t r o f s r e d n e l r u o m o r f s d n u f e v i e c e r ) a ( ) b ( ) c ( ) d ( ) e ( ) f ( ) g ( ) h ( ) i ( ) j ( ) k ( ) l ( ) m ( ) n ( ) o ( ) p ( The following table represents our capitalized internal costs by segment for the years ended December 31, 2014 and 2013: MPC segment Operating Assets segment Strategic Developments segment Capitalized internal costs Year Ended December 31, Capitalized internal costs related to compensation costs Year Ended December 31, 2014 2013 2012 2014 2013 2012 (In millions) $ 8.9 5.1 4.4 $ 7.7 3.5 2.7 $ 7.1 9.3 15.1 (In millions) $ 5.6 4.3 3.7 $ 5.0 2.6 2.1 $ 4.5 7.5 12.1 Capitalized internal costs (which include compensation costs) have decreased with respect to our MPC segment due to higher staff allocations to the Strategic Development segment. Capitalized internal costs have increased with respect to our properties undergoing redevelopment in our Operating Assets segment and our Strategic Developments segment as we have increased staffing and related costs from 2013 to correspond with our increase in development activities. Impairments We evaluate our real estate assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Recoverability in this context means that the expected cumulative undiscounted future cash flows of an asset are less than its carrying value. The recoverability analysis, as an accounting concept, considers hold periods, but ignores when the future cash flows are expected to be received within that hold period and whether we currently expect to receive an above or below market rate of return over our anticipated holding period. If expected cumulative undiscounted cash flows are less than the carrying value, then we are required to record the asset at the lower of its carrying value or fair value. The process for deriving fair value involves discounting the expected future cash flows at a rate of return that we believe an investor would require based on the risk profile of the cash flows and returns available in the market for other investments having similar risk. We may also use other inputs such as appraisals and recent transactions for comparable properties, if appropriate. Book value for assets that have been recently impaired from an accounting perspective may more likely reflect market value than book values of assets that have not been impaired; consequently, unimpaired assets may be expected to generate above or below market returns relative to their respective book values. The lower book basis resulting from an impairment charge increases reported profitability from the asset in future periods, but has no impact on cash flow. For the years ended December 31, 2014, 2013 and 2012, we evaluated whether impairment indicators existed at all of our assets. In most instances, we concluded no impairment indicators were present. When indicators of impairment were present, we reconsidered expected cash flows and concluded that there were no impairments. Liquidity and Capital Resources Our primary sources of cash include cash flows from land sales in our MPC segment, cash generated from our operating assets inclusive of deposits from condo sales, first mortgage financings secured by our assets and the corporate bond markets. Our primary uses of cash include working capital, overhead, debt service, property improvements, acquisitions and development costs. We believe that our sources of cash, including existing cash on hand, will provide sufficient liquidity to meet our existing non-discretionary obligations and anticipated ordinary course operating expenses for at least the next twelve months. The development and redevelopment opportunities in our Operating Assets and Strategic Developments segments are capital intensive and will require significant additional funding. In addition, we typically must provide completion guarantees to lenders in connection with their providing 75 financing for our developments. We also provided a completion guarantee to the City of New York for the Pier 17 renovation project. We currently intend to raise additional funding with a mix of construction, bridge and long-term financings, by entering into joint venture arrangements and the sale of non-core assets at the appropriate time. Total outstanding debt was $2.0 billion as of December 31, 2014. Our share of the debt of our Real Estate Affiliates totaled $54.6 million. Please refer to Note 8 – Mortgages, Notes and Loans Payable to our Consolidated Financial Statements for a table showing our debt maturity dates. The following table summarizes our net debt on a segment basis as of December 31, 2014. Net debt is defined as our share of mortgages, notes and loans payable, at our ownership share, reduced by short-term liquidity sources to satisfy such obligations such as our ownership share of cash and cash equivalents and Special Improvement District (‘‘SID’’) and Municipal Utility District (‘‘MUD’’) receivables. Although net debt is not a recognized GAAP financial measure, it is readily computable from existing GAAP information and we believe, as with our other non-GAAP measures, that such information is useful to our investors and other users of our financial statements. Segment Basis (a) Mortgages, notes and loans payable Less: Cash and cash equivalents Special Improvement District receivables Municipal Utility District receivables Net debt Master Planned Communities $ 211,195 (59,600) (33,318) (104,394) Operating Assets Strategic Developments Segment Totals (In thousands) $945,930(b) $128,631(c) $1,285,756 (192,756) (85,763)(e) (47,393)(f) Non- Segment Amounts Total December 31, 2014 $ 769,968 (374,699) $2,055,724(d) (567,455) — — — — (33,318) (104,394) — — (33,318) (104,394) $ 13,883 $860,167 $ 81,238 $ 955,288 $ 395,269 $1,350,557 (a) Please refer to Note 17 – Segments. (b) Includes our $31.7 million share of debt of our Real Estate and Other Affiliates in Operating Assets segment (Woodlands Sarofim #1 and Millennium Woodlands Phase II, LLC). Includes our $22.9 million share of debt of our Real Estate and Other Affiliates in Strategic Developments segment (The Metropolitan Downtown Columbia Project). (c) (d) Represents the gross amount of mortgages, notes and loans payable and is not net of the $7.7 million of (e) (f) unamortized underwriting fees. Includes our $0.6 million share of cash and cash equivalents of our Real Estate and Other Affiliates in Operating Assets segment (Woodlands Sarofim, Summerlin Las Vegas Baseball Club, LLC, Millennium Phase II and Stewart Title). Includes our $6.3 million share of cash and cash equivalents of our Real Estate and Other Affiliates in Strategic Developments segment (KR Holdings, LLC, HHMK Development, LLC, Parcel C and The Metropolitan Downtown Columbia Project). Cash Flows Operating Activities Master Planned Community development has a significant impact on our business. The cash flows and earnings from the business can be much more variable than from our operating assets because the MPC business generates revenues from land sales rather than recurring contractual revenues from operating leases. MPC Land sales are a substantial portion of our cash flows from operating activities and are partially offset by development costs associated with the land sales business and acquisitions of land that is intended to ultimately be developed and sold. Net cash used in operating activities was $58.3 million for the year ended December 31, 2014, compared to net cash provided by operating activities of $129.3 million for the year ended December 31, 2013, and $153.1 million for the year ended December 31, 2012. The most significant 76 uses of cash compared to the prior years were the Conroe, TX MPC and other MPC land purchases totaling $100.9 million. Condominium development costs are also considered an operating activity because, like MPCs, the product being developed is intended for sale. Condominium development costs totaled $76.0 million in 2014. The $187.6 million decrease in cash provided by operating activities for the year ended December 31, 2014 compared to the same period in 2013 was primarily due to higher MPC land acquisitions of $106.6 million, higher interest, leasing, development-related marketing and general and administrative expenses of $110.7 million and higher MPC development and condominium expenditures of $61.9 million. The increased expenditures were partially offset by $56.5 million of higher MPC land sales, $54.5 million of higher MUD collections and $28.1 million of increased distributions from our Real Estate Affiliates for the year ended December 31, 2014 compared to the same period in 2013. In addition, the year ended December 31, 2013 also includes $47.5 million of cash proceeds from the sale of our ONE Ala Moana condominium air rights into a joint venture. The $23.7 million decrease in cash provided by operating activities for the year ended December 31, 2013 compared to the same period in 2012 was primarily the result of increased MPC development and condominium expenditures of $47.7 million and $5.7 million of land acquisition costs, higher leasing commissions at our projects under development of $15.0 million, higher compensation and benefit costs of $6.9 million as well as lower MUD collections of $33.0 million and lower Operating Assets segment earnings of $8.7 million. These decreases were partially offset by the collection of $47.5 million related to the sale of our condominium rights to KR Holdings, $36.0 million increase in MPC segment earnings due to higher land sales and $20.5 million in proceeds received through December 31, 2013 from our insurance carriers related to the Superstorm Sandy claim at South Street Seaport of which $3.3 million is included in net operating property improvements within the investing sections in 2013 and $5.0 million was received in 2012. Investing Activities Net cash used in investing activities was $746.5 million, $294.3 million and $81.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. Cash used for development of real estate and property expenditures was $773.8 million, $270.1 million and $74.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. The increased development expenditures in 2014 compared to 2013 and 2012 relate primarily to the construction of Downtown Summerlin, Hughes Landing office and retail properties, 3 Waterway Square, Ward Village, South Street Seaport, Columbia Office Properties, and the Outlet Collection at Riverwalk. Financing Activities Net cash provided by financing activities was $470.3 million for the year ended December 31, 2014. Cash provided by financing activities for 2014 includes loan proceeds of $597.6 million from the issuance of mortgages, notes and loans payable. The proceeds partially funded development activity at the Bridgeland MPC, 3 Waterway Square, Two Hughes Landing, One Lake’s Edge, 1725-35 Hughes Landing Boulevard, and Downtown Summerlin, and refinanced existing debt to extend maturities and to take advantage of lower interest rates. Comparatively, for the year ended December 31, 2013, we received loan proceeds of $380.5 million from the issuance of mortgages, notes and loans payable, and $739.6 million from issuance of our Senior Notes. The proceeds partially funded development activity at the Bridgeland MPC, 3 Waterway Square, One Hughes Landing and Downtown Summerlin, and refinanced existing debt to extend maturities and to take advantage of lower interest rates. For the year ended December 31, 2012, we received loan proceeds of $68.4 million and made a net payment of $80.5 million, to retire Sponsors Warrants to purchase 6,083,333 shares of our common stock. Principal payments on mortgages, notes and loans payable were $120.2 million, $279.7 million and $55.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. 77 Contractual Cash Obligations and Commitments The following table aggregates our contractual cash obligations and commitments as of December 31, 2014: Mortgages, notes and loans payable (a) Interest payments (b) Ground lease and other leasing Less than 1 year 1-3 Years 3-5 Years More than 5 Years Total $ 7,970 93,037 $261,428 174,662 In thousands $743,290 148,639 $ 980,782 152,017 $1,993,470 568,355 commitments Total 8,151 18,995 15,650 329,233 372,029 $109,158 $455,085 $907,579 $1,462,032 $2,933,854 (a) Based on final maturity, inclusive of extension options. (b) Interest is based on the borrowings that are presently outstanding and current floating interest rates. We lease land or buildings at certain properties from third parties. Rental payments are expensed as incurred and have been, to the extent applicable, straight-lined over the term of the lease. Contractual rental expense, including participation rent, was $7.3 million, $6.3 million and $5.4 million for 2014, 2013 and 2012, respectively. The amortization of above and below-market ground leases and straight-line rents included in the contractual rent amount were not significant. Off-Balance Sheet Financing Arrangements We do not have any material off-balance sheet financing arrangements. Although we have interests in certain property owning non-consolidated ventures which have mortgage financing, the financings are non-recourse to us and totaled $89.4 million as of December 31, 2014. REIT Requirements In order for Victoria Ward to remain qualified as a REIT for federal income tax purposes, Victoria Ward must meet a number of organizational and operational requirements, including a requirement that it distribute or pay tax on 100% of its capital gains and distribute at least 90% of its ordinary taxable income to its stockholders, including us. We have revoked Victoria Ward’s REIT status effective January 1, 2015. We do not expect revocation of the REIT election to have a material impact on us. Please refer to Note 9 – Income Taxes for more detail on Victoria Ward. Seasonality Generally, revenues from our Operating Assets segment, Master Planned Communities segment and Strategic Developments segment are not subject to seasonal variations; however, rental revenues for certain retail tenants are subject to overage rent terms, which are based on tenant sales. These retail tenants are generally subject to seasonal variations, with a significant portion of their sales and earnings occurring during the last two months of the year. As such, our rental income is typically higher in the fourth quarter of each year. 78 Critical Accounting Policies Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments. Our critical accounting policies are those applicable to the following: Acquisitions of Properties We account for the acquisition of real estate properties constituting a business in accordance with ASC 805 (‘‘ASC 805) Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their fair values on the date of acquisition. The fair-value of tangible assets of an acquired property (which includes land, buildings, and improvements) is determined by valuing the property as if it were vacant, and the ‘‘as-if-vacant’’ value is then allocated to land, buildings and improvements based on management’s determination of the fair-value of these assets. The ‘‘as-if-vacant’’ values are derived from several sources which primarily include a discounted cash flow analysis using discount and capitalization rates based on recent comparable market transactions, where available. The value of acquired intangible assets consisting of in-place and above-market and below-market leases is recorded based on a variety of considerations. In-place lease considerations include, but are not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases (i.e. the market cost to execute a lease, including leasing commissions and tenant improvements); (2) the value associated with lost revenue related to tenant reimbursable operating costs incurred during the assumed lease-up period (i.e. real estate taxes, insurance and certain other operating expenses); and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Above-market and below-market leases are valued at the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place lease; and (2) management’s estimate of current market lease rates, measured over the remaining non-cancelable lease term, including any below market renewal option periods. Impairment – Properties, Developments and Master Planned Communities Assets We review our real estate assets, including Operating Assets, land held for development and sale and developments in progress, for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators for our Master Planned Communities segment are assessed separately for each community and in certain circumstances, regions or projects within the community, and include, but are not limited to, significant decreases in sales pace and decreasing average selling prices. We also monitor local economic conditions and other factors that may relieve demand expectation. Impairment indicators for development costs incurred during the beginning stages of a potential development and developments in progress are assessed by project and include, but are not limited to, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and feasibility. Impairment indicators for our Operating Assets segment are assessed separately for each property and include, but are not limited to, significant decreases in net operating income, significant decreases in occupancy or low occupancy and significant net operating losses. Impairment indicators for our Strategic Developments segment are assessed separately for each property and include, but are not limited to, significant decreases in comparable property sale prices. 79 If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flow. Significant assumptions used in the estimation of future undiscounted cash flow include, for the master planned communities, estimates of future lot sales, costs to complete and sales pace, and for properties in our Operating Assets segment and Strategic Developments segment, future market rents, renewals and capital expenditures. Historical experience in such matters and future economic projections were used to establish these assumptions. These significant assumptions are estimates and are subject to uncertainty. Actual results could differ from these estimates. A real estate asset is considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows and the carrying value is less than the fair value. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset over its estimated fair value is charged to operations. In addition, the impairment is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount for operating assets, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset. The adjusted carrying amount for master planned communities is recovered through future land sales. Deferred Taxes and Tax Contingencies As of December 31, 2014 and 2013, we had gross deferred tax assets totaling $335.7 million and $336.6 million, and gross deferred tax liabilities of $379.7 million and $413.4 million, respectively. We have established a valuation allowance in the amount of $18.2 million and $12.6 million as of December 31, 2014 and 2013, respectively, against certain deferred tax assets for which it is more likely than not that such deferred tax assets will not be realized. The deferred tax liability associated with the master planned communities is largely attributable to the difference between the basis and value determined as of the date of the acquisition by our predecessors of The Rouse Company (‘‘TRC’’) in 2004 adjusted for sales that have occurred since that time. The cash cost related to this deferred tax liability is dependent upon the sales price of future land sales and the method of accounting used for income tax purposes. The deferred tax liability related to deferred income is the difference between the income tax method of accounting and the financial statement method of accounting for prior sales of land in our master planned communities. One of our consolidated entities, Victoria Ward, Limited, elected to be taxed as a REIT and intended to continue to operate so as to qualify as a REIT going forward. Consequently, deferred taxes were not recorded on book and tax basis differences of Victoria Ward, Limited as it was believed these differences would ultimately be realized at a zero percent tax rate. In connection with the planned condominium development of Victoria Ward that was approved by the Hawaii Real Estate Commission during the fourth quarter of 2013, the Company planned to revoke its REIT election at a then future date. The book and tax basis differences in the land and buildings of Victoria Ward, Limited would be realized after the REIT status is revoked and will be taxed at the applicable corporate tax rates. As a result of these events, deferred tax liabilities of $48.0 million were recorded in 2013 due to the excess book over tax basis relating to land and buildings and reduced to $46.9 million as of December 31, 2014. We revoked our REIT election effective January 1, 2015. Two of our subsidiaries are involved in a dispute with the IRS relating to years in which those subsidiaries were owned by GGP. On May 6, 2011, GGP filed Tax Court petitions on behalf of these former taxable REIT subsidiaries seeking a redetermination of federal income tax for the years 2007 and 2008. The petitions seek to overturn determinations by the IRS that the taxpayers were liable for combined deficiencies totaling $144.1 million. On October 20, 2011, GGP filed a motion in the United States Tax Court to consolidate the cases of the two former taxable REIT subsidiaries of GGP subject to litigation with the Internal Revenue Service due to the common nature of the cases’ facts and circumstances and the issues being litigated. The United States Tax Court granted the motion to consolidate. The case was heard by The United States Tax Court in November of 2012 and an unfavorable ruling was issued on June 2, 2014. 80 In connection with the deferred gain that is the subject of the aforementioned litigation, GGP had provided us with an indemnity against certain potential tax liabilities. Pursuant to the Tax Matters Agreement, GGP had indemnified us from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which we become subject (the ‘‘Tax Indemnity’’), in each case solely to the extent directly attributable to certain taxes related to sales of certain assets in our Master Planned Communities segment prior to March 31, 2010 (‘‘MPC Taxes’’), in an amount up to $303.8 million. Under certain circumstances, GGP had also agreed to be responsible for interest or penalties attributable to such MPC Taxes in excess of the $303.8 million (‘‘Indemnity Cap’’) to the extent assessed by the IRS. In December 2014, we entered into a Settlement of Tax Indemnity and Mutual Release agreement with GGP (the ‘‘Settlement Agreement’’) pursuant to which, in consideration of the full satisfaction of GGP’s obligation for reimbursement of taxes related to GGP’s tax indemnity obligations under the Tax Matters Agreement, GGP (i) made a cash payment to us in the amount of $138.0 million and (ii) conveyed to us fee simple interest in six office properties and related parking garages located in Columbia, Maryland, known as 10 - 60 Columbia Corporate Center, for an agreed upon aggregate value of $130.0 million. Under the Settlement Agreement, the Company now controls the Tax Matter, including the right to decide whether to appeal the Decision. On December 15, 2014, the Company paid the MPC Taxes and filed an appeal of the Decision to the Fifth Circuit Court of Appeals. The appeal seeks to overturn the Decision and allow the Company to continue to use its current method of tax accounting for the sale of assets in the Company’s Master Planned Communities Segment. If the Decision stands, we may be required to change our method of tax accounting for certain transactions, which could affect the timing of our future tax payments and impact our results of operations. We expect the appeal to be heard by the appellate court in 2015. As a result of the settlement, we recorded a net $74.0 million non-cash charge representing the difference between the $268.0 million value of the consideration received from GGP and the receivable recorded on our books. When we were spun-off from GGP in 2010, we recognized a receivable from GGP equal to the amount of the indemnity cap. However, the Tax Matters Agreement stipulated that a certain tax asset on our books related to deferred interest deductions be used to reduce GGP’s indemnity obligation to us, when permitted by statute. As a result, we had reduced the indemnity receivable as we utilized the tax asset. Going forward, we now will get 100% of the benefit of the tax asset, which totaled $85.1 million gross, at December 31, 2014. We also could recover approximately $60 million of cash interest paid to the U.S. Government if we prevail on appeal. Capitalization of development and leasing costs We capitalize costs related to our development and leasing activities. Development costs, like planning, engineering, design and construction that are directly related to a development project are capitalized. Capitalization commences when the development activities begin and ceases when a project is completed, put on hold or we decide to not move forward with a project. Capitalized costs related to a project where we have determined not to move forward are expensed. Additionally, certain internal costs like payroll are capitalized and allocated to projects based on the amount of time employees spend on a project. We also will capitalize real estate taxes and allocated interest costs associated with development once construction commences. Leasing costs like commissions or tenant improvements are capitalized and allocated over the life of the lease or average life of a group of leases if appropriate. We do not capitalize any internal leasing costs. Revenue Recognition and Related Matters Land Sales Revenue Revenues from land sales are recognized using the full accrual method at closing, when title has passed to the buyer, adequate consideration for the land has been received and we have no continuing 81 involvement with the property. Revenue that is not recognized under the full accrual method is deferred and recognized when the required obligations are met or using the installment or cost recovery methods. Revenue related to builder price participation rights is recognized as the underlying homes are sold by homebuilders. We determine the cost of real estate sold using the relative sales value method. When we sell real estate, the cost of real estate sales includes both costs incurred and estimates of future development costs benefiting the property through completion. Estimates of future revenues and development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale. For certain parcels of land, however, the specific identification method is used to determine the cost of sales, including acquired parcels that we do not intend to develop or for which development was complete at the date of acquisition. Rental Revenue Revenue associated with our operating assets includes minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries and overage rent. Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues also include amortization related to above and below-market tenant leases on acquired properties. Recoveries from tenants are stipulated in the leases and are generally computed based upon a formula related to real estate taxes, insurance and other real estate operating expenses and are generally recognized as revenues in the period the related costs are incurred. Overage rent is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease. Condominium Rights and Unit Sales Revenue recognition for contracted individual units in a condominium project are accounted for under the percentage of completion method when the following criteria are met: a) construction is beyond a preliminary stage; b) buyer is unable to require a refund of its deposit, except for non-delivery of the unit; c) sufficient units are sold to assure that it will not revert to a rental property; d) sales prices are collectible; and e) aggregate sales proceeds and costs can be reasonably estimated. Those units that do not meet the criteria use the full accrual method or deposit method which defers revenue recognition until the unit is closed. Revenue recognized on the percentage-of-completion method is based upon the ratio of project costs incurred to date compared to total estimated project cost. Total estimated project costs include direct costs such as the carrying value of our land, site planning, architectural, construction costs, financing costs and indirect cost allocations for certain infrastructure and amenity costs which benefit the project based upon the relative fair value of the land prior to development. Changes in estimated project costs, impact the amount of revenue and profit recognized on a percentage of completion basis during the period in which they are determined and future periods. Recently Issued Accounting Pronouncements and Developments Please refer to Note 2 – Summary of Significant Accounting Policies for additional information about new accounting pronouncements. 82 Inflation Revenue from our Operating Assets may be impacted by inflation. In addition, materials and labor costs relating to our development activities may significantly increase in an inflationary environment. Finally, inflation poses a risk to us due to the possibility of future increases in interest rates in the context of loan refinancings. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are subject to interest rate risk with respect to our variable rate financings in that increases in interest rates will increase our payments under these variable rates. Increases in interest rates could make it more difficult to refinance our floating and fixed rate debt when due. As of December 31, 2014, we had $962.9 million of variable rate debt outstanding of which $172.0 million has been swapped to a fixed-rate. Approximately $176.7 million of the $786.2 million of total variable rate debt that has not been swapped to a fixed rate is represented by the Master Credit Facility at The Woodlands. Due to the revolving nature of this type of debt, it is generally inefficient to use interest rate swaps as a hedging instrument; rather, we have purchased an interest rate cap having a $100.0 million notional amount for this facility to mitigate our exposure to rising interest rates. We also did not swap to a fixed rate $95.7 million of the outstanding balance on the Victoria Ward financing because it is structured to permit partial repayments to release collateral for redevelopment. Due to the uncertain timing of such partial repayments, hedging this portion of the outstanding balance is inefficient. As of December 31, 2014, annual interest costs would increase approximately $7.9 million for every 1.00% increase in floating interest rates. Generally, a significant portion of our interest costs are capitalized due to the level of assets we currently have under development; therefore, the impact of a change in our interest rate on our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) is expected to be minimal, but we would incur higher payments. For additional information concerning our debt and management’s estimation process to arrive at a fair value of our debt as required by GAAP, please refer to the Liquidity and Capital Resources section of ‘‘Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations’’, Note 2 – Summary of Significant Accounting Policies to our Consolidated Financial Statements, Note 8 – Mortgages, Notes and Loans Payable and Note 13 – Derivative Instruments and Hedging Activities. We intend to manage a portion of our variable interest rate exposure by using interest rate swaps and caps. The following table summarizes principal cash flows on our debt obligations and related weighted- average interest rates by expected maturity dates as of December 31, 2014: (In thousands) Mortgages, notes and loans 2015 2016 2017 2018 2019 Thereafter Total Contractual Maturity Date payable $7,970 $247,655 $13,773 $348,294 $394,996 $980,782 $1,993,470 Weighted-average interest rate 4.61% 4.79% 4.61% 4.99% 5.07% 6.27% ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information with respect to this Item is set forth beginning on page F-1. See ‘‘Item 15 – Exhibits and Financial Schedule’’ below. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 83 ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our reports to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosure. As required by SEC rules, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial and accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2014, the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective as of December 31, 2014. Internal Controls over Financial Reporting There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. We implemented a new version of our Enterprise Resource Planning (‘‘ERP’’) system on February 24, 2014. This new system changed certain of our business processes and internal controls impacting financial reporting. We believe that the new version of our ERP system and related changes to internal controls will further enhance our internal control over financial reporting. We have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this period of system change. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining a system of internal control over financial reporting designed to provide reasonable assurance that transactions are executed in accordance with management authorization and that such transactions are properly recorded and reported in the financial statements, and that records are maintained so as to permit preparation of the financial statements in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of the Company’s internal control over financial reporting utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013 Framework). Management concluded, based on its assessment, that The Howard Hughes Corporation’s internal control over financial reporting was effective as of December 31, 2014. Ernst & Young, LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, 2014, as stated in their report which is included in this Annual Report on Form 10-K. 84 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of The Howard Hughes Corporation We have audited The Howard Hughes Corporation’s (the Company) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The Howard Hughes Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, The Howard Hughes Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The Howard Hughes Corporation as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the two years in the period ended December 31, 2014 of The Howard Hughes Corporation and our report dated March 2, 2015 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Dallas, TX March 2, 2015 85 ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 is incorporated by reference to the relevant information included in our proxy statement for our 2015 Annual Meeting of Stockholders. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated by reference to the relevant information included in our proxy statement for our 2015 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 is incorporated by reference to the relevant information included in our proxy statement for our 2015 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 is incorporated by reference to the relevant information included in our proxy statement for our 2015 Annual Meeting of Stockholders. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by Item 14 is incorporated by reference to the relevant information included in our proxy statement for our 2015 Annual Meeting of Stockholders. 86 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE (a) Financial Statements and Financial Statement Schedule. PART IV The Consolidated Financial Statements and Schedule listed in the accompanying Index to Consolidated Financial Statements and Financial Statement Schedule are filed as part of this Annual Report. No additional financial statement schedules are presented since the required information is not present or not present in amounts sufficient to require submission of the schedule or because the information required is enclosed in the Consolidated Financial Statements and notes thereto. (a) Exhibits. (b) Separate financial statements. 87 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE HOWARD HUGHES CORPORATION /s/ David R. Weinreb David R. Weinreb Chief Executive Officer March 2, 2015 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date * William Ackman /s/ David R. Weinreb David R. Weinreb /s/ Andrew C. Richardson Andrew C. Richardson * Adam Flatto * Jeffrey Furber * Gary Krow * Allen Model * R. Scot Sellers * Steven Shepsman * Burton M. Tansky * Mary Ann Tighe */s/ David R. Weinreb David R. Weinreb Attorney-in-fact Chairman of the Board and Director March 2, 2015 Director and Chief Executive Officer (Principal Executive Officer) March 2, 2015 March 2, 2015 March 2, 2015 March 2, 2015 March 2, 2015 March 2, 2015 March 2, 2015 March 2, 2015 March 2, 2015 March 2, 2015 Chief Financial Officer (Principal Financial and Accounting Officer) Director Director Director Director Director Director Director Director 88 THE HOWARD HUGHES CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Report of Prior Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2014 and 2013 Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2014, 2013 and 2012 Consolidated Statements of Equity for the years ended December 31, 2014, 2013 and 2012 Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 Notes to Consolidated Financial Statements Financial Statement Schedule Schedule III – Real Estate and Accumulated Depreciation Page Number F-2 F-3 F-4 F-5 F-6 F-7 F-8 F-10 F-53 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of The Howard Hughes Corporation We have audited the accompanying consolidated balance sheets of The Howard Hughes Corporation (the Company) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the two years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a) as it relates to information included therein as of December 31, 2014 and 2013 and for each of the two years in the period ended December 31, 2014. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Howard Hughes Corporation at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the information presented in the related financial statement schedule as of December 31, 2014 and 2013 and for each of the two years in the period ended December 31, 2014, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 2, 2015 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Dallas, TX March 2, 2015 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of The Howard Hughes Corporation We have audited the accompanying consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows of The Howard Hughes Corporation and subsidiaries (the ‘‘Company’’) for the year ended December 31, 2012. Our audit also included the financial statement schedule listed in the Index at Item 15 as it relates to information included therein as of and for the year ended December 31, 2012. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of The Howard Hughes Corporation and subsidiaries for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule as it relates to information included therein as of and for the year ended December 31, 2012, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ Deloitte & Touche LLP Dallas, Texas February 28, 2013 F-3 THE HOWARD HUGHES CORPORATION CONSOLIDATED BALANCE SHEETS Assets: Investment in real estate: Master Planned Community assets Land Buildings and equipment Less: accumulated depreciation Developments Net property and equipment Investment in Real Estate and Other Affiliates Net investment in real estate Cash and cash equivalents Accounts receivable, net Municipal Utility District receivables, net Notes receivable, net Tax indemnity receivable, including interest Deferred expenses, net Prepaid expenses and other assets, net Total assets Liabilities: Mortgages, notes and loans payable Deferred tax liabilities Warrant liabilities Uncertain tax position liability Accounts payable and accrued expenses Total liabilities Commitments and Contingencies (see Note 10) Equity: Preferred stock: $.01 par value; 50,000,000 shares authorized, none issued Common stock: $.01 par value; 150,000,000 shares authorized, 39,638,094 shares issued and outstanding as of December 31, 2014 and 39,576,344 shares issued and outstanding as of December 31, 2013 Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total stockholders’ equity Noncontrolling interests Total equity Total liabilities and equity See Notes to Consolidated Financial Statements. F-4 December 31, 2014 2013 (In thousands, except share amounts) $1,641,063 317,211 1,243,979 (157,182) 914,303 $1,537,758 244,041 754,878 (111,728) 488,156 3,959,374 53,686 4,013,060 560,451 28,190 104,394 28,630 — 75,070 310,136 2,913,105 61,021 2,974,126 894,948 21,409 125,830 20,554 320,494 36,567 173,940 $5,119,931 $4,567,868 $1,993,470 62,205 366,080 4,653 466,017 $1,514,623 89,365 305,560 129,183 283,991 2,892,425 2,322,722 — — 396 2,838,013 (606,934) (7,712) 2,223,763 3,743 396 2,829,813 (583,403) (8,222) 2,238,584 6,562 2,227,506 2,245,146 $5,119,931 $4,567,868 THE HOWARD HUGHES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Revenues: Master Planned Community land sales Builder price participation Minimum rents Tenant recoveries Condominium rights and unit sales Resort and conference center revenues Other land revenues Other rental and property revenues Total revenues Expenses: Master Planned Community cost of sales Master Planned Community operations Other property operating costs Rental property real estate taxes Rental property maintenance costs Condominium rights and unit cost of sales Resort and conference center operations Provision for doubtful accounts Demolition costs General and administrative Development-related marketing costs Other income, net Depreciation and amortization Total expenses Operating income Interest income Interest expense Warrant liability loss Increase (reduction) in tax indemnity receivable Loss on settlement of tax indemnity receivable Equity in earnings from Real Estate and Other Affiliates Income (loss) before taxes Provision for income taxes Net loss Net income attributable to noncontrolling interests Year Ended December 31, 2014 2013 2012 (In thousands, except share amounts) $ 325,099 20,908 97,234 28,353 83,565 37,921 16,503 24,982 634,565 119,672 41,794 67,034 17,407 9,135 49,995 31,829 1,404 6,734 73,569 22,783 (29,471) 55,958 467,843 $ 251,217 9,356 81,668 21,068 32,969 39,201 13,416 20,523 $ 182,643 5,747 82,621 23,351 267 39,782 18,073 24,402 469,418 376,886 124,040 38,414 65,723 14,291 8,083 16,572 29,454 836 2,078 48,466 5,880 (29,478) 33,845 358,204 89,298 40,506 63,035 13,643 8,655 96 29,112 1,224 — 36,548 — (2,125) 24,429 304,421 166,722 111,214 72,465 22,531 (38,624) (60,520) 90 (74,095) 23,336 39,440 62,960 (23,520) (11) 3,185 (9,759) (181,987) (1,206) — 14,428 (64,125) 9,570 (73,695) (95) 9,437 (964) (185,017) (20,260) — 3,683 (120,656) 6,887 (127,543) (745) Net loss attributable to common stockholders $ (23,531) $ (73,790) $(128,288) Basic loss per share: Diluted loss per share: $ $ (0.60) (0.60) $ $ (1.87) (1.87) $ $ (3.36) (3.36) See Notes to Consolidated Financial Statements. F-5 THE HOWARD HUGHES CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Comprehensive loss, net of tax: Net loss Other comprehensive income (loss): Interest rate swaps (a) Capitalized swap interest (b) Other comprehensive income (loss) Comprehensive loss Comprehensive income attributable to noncontrolling interests Year Ended December 31, 2014 2013 2012 (In thousands) $(23,520) $(73,695) $(127,543) 1,003 (493) 510 2,542 (1,189) 1,353 (2,770) (1,227) (3,997) (23,010) (72,342) (131,540) (11) (95) (745) Comprehensive loss attributable to common stockholders $(23,021) $(72,437) $(132,285) (a) Net of deferred tax expense of $0.2 million and $0.5 million, and deferred tax benefit of $0.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. (b) Net of deferred tax benefit of $0.2 million, $0.6 million, and $0.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. See Notes to Consolidated Financial Statements. F-6 THE HOWARD HUGHES CORPORATION CONSOLIDATED STATEMENTS OF EQUITY Shares Common Stock Additional Paid-In Capital Accumulated Other Accumulated Comprehensive Noncontrolling Income (Loss) Interests Deficit Total Equity Balance January 1, 2012 37,945,707 $379 $2,711,109 (In thousands, except shares) $(5,578) $(381,325) Net income (loss) Interest rate swaps, net of tax $55 Capitalized swap interest, net of tax $724 Warrants exercised Stock plan activity — — — 15 1 — — — 108,645 4,277 (128,288) — — — — — (2,770) (1,227) — — 1,525,272 27,933 $ 5,014 $2,329,599 745 — — — — (127,543) (2,770) (1,227) 108,660 4,278 Balance, December 31, 2012 39,498,912 $395 $2,824,031 $(509,613) $(9,575) $ 5,759 $2,310,997 Net income (loss) Adjustment to noncontrolling interest Preferred dividend payment on behalf of subsidiary Interest rate swaps, net of tax ($486) Capitalized swap interest, net of tax $635 Stock plan activity — — — — — 77,432 1 — — — — — 5,782 (73,790) — — — — — — — — 2,542 (1,189) — 95 720 (12) — — — (73,695) 720 (12) 2,542 (1,189) 5,783 Balance, December 31, 2013 39,576,344 $396 $2,829,813 $(583,403) $(8,222) $ 6,562 $2,245,146 Net income (loss) Distribution to noncontrolling interest Preferred dividend payment on behalf of subsidiary Interest rate swaps, net of tax $184 Capitalized swap interest, net of tax $199 Stock plan activity — — — — — — — — — — — 8,200 (23,531) — — — — — — — — 1,003 (493) — 11 (2,818) (23,520) (2,818) (12) — — — (12) 1,003 (493) 8,200 61,750 Balance, December 31, 2014 39,638,094 $396 $2,838,013 $(606,934) $(7,712) $ 3,743 $2,227,506 See Notes to Consolidated Financial Statements. F-7 THE HOWARD HUGHES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Cash Flows from Operating Activities: Net loss Adjustments to reconcile net loss to cash provided by (used in) operating activities: Depreciation Amortization Amortization of deferred financing costs Amortization of intangibles other than in-place leases Straight-line rent amortization Deferred income taxes Gain on disposition of assets Restricted stock and stock option amortization Warrant liability loss Reduction (increase) in tax indemnity receivable Interest income related to tax indemnity Loss on settlement of tax indemnity receivable Equity in earnings from Real Estate and Other Affiliates, net of distributions Provision for doubtful accounts Master Planned Community land acquisitions Master Planned Community development expenditures Master Planned Community cost of sales Condominium development expenditures Condominium and other cost of sales Proceeds from sale of condominium rights Percentage of completion revenue recognition from sale of condominium rights and units Non-monetary consideration relating to land transactions Proceeds received on settlement of tax indemnity receivable IRS payment for tax court decision Net changes: Accounts and notes receivable Prepaid expenses and other assets Condominium deposits received Deferred expenses Accounts payable and accrued expenses Condominium deposits held in escrow Other, net Year ended December 31, 2014 2013 2012 (In thousands) $ (23,520) $ (73,695) $(127,543) 50,683 5,275 4,378 668 — 65,010 (2,373) 8,200 60,520 (90) (21,510) 74,095 11,222 1,404 (100,913) (140,735) 110,885 (75,990) 49,995 — (83,565) (17,406) 138,000 (203,298) 45,209 (6,311) 139,187 (36,641) 37,213 (139,187) (8,720) 29,637 4,208 2,952 213 (3,652) 8,352 (8,483) 5,782 181,987 1,206 (2,078) — (7,121) 836 (5,667) (133,590) 112,695 (21,213) 16,572 47,500 (32,969) — — — 5,935 (1,591) — (19,364) 20,333 — 547 19,455 4,974 1,418 96 (757) 4,448 — 4,277 185,017 20,260 (8,111) — (35) 1,224 — (107,144) 87,499 — 96 — — — — — 51,571 4,110 — (1,995) 15,112 — (908) Cash provided by (used in) operating activities (58,315) 129,332 153,064 Cash Flows from Investing Activities: Property and equipment expenditures Operating property improvements Property developments and redevelopments Proceeds from insurance claims Proceeds from dispositions Acquisition of 1701 Lake Robbins Acquisition of 85 South Street Consideration paid to acquire Millennium Waterway Apartments, net of cash acquired Distribution from Millennium Waterway Apartments Proceeds from sales of investment in Real Estate Affiliates Investment in Summerlin Las Vegas Baseball Club, LLC Distributions from (investment in) KR Holdings, LLC Investment in Real Estate and Other Affiliates, net Change in restricted cash Cash used in investing activities Cash Flows from Financing Activities: Proceeds from issuance of mortgages, notes and loans payable Principal payments on mortgages, notes and loans payable Deferred financing costs Preferred dividend payment on behalf of REIT subsidiary Distributions to noncontrolling interests Purchase of Sponsors Warrants Cash provided by (used in) financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year See Notes to Consolidated Financial Statements F-8 (8,521) (6,299) (759,003) 12,901 11,953 (1,484) (20,071) — — — — 9,386 (6,248) 20,930 (31,768) (17,231) (221,071) — 10,814 — — — — 13,270 (10,350) (16,750) (4,035) (17,204) (746,456) (294,325) 597,553 (120,182) (7,085) (12) — — 470,274 (334,497) 894,948 1,120,102 (279,721) (6,594) (12) (3,031) — 830,744 665,751 229,197 (1,226) (14,201) (58,940) — — — — (2,721) 6,876 8,579 — — (4,552) (15,164) (81,349) 68,410 (55,832) (2,114) — — (80,548) (70,084) 1,631 227,566 $ 560,451 $ 894,948 $ 229,197 THE HOWARD HUGHES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Supplemental Disclosure of Cash Flow Information: Interest paid Interest capitalized Income taxes paid Non-Cash Transactions: Special Improvement District bond transfers associated with land sales Property developments and redevelopments Acquisition of 1701 Lake Robbins: Land Building Other assets Mortgages, notes and loans payable Other liabilities Acquisition of 10-60 Columbia Corporate Center: Land Building Other assets Other liabilities Acquisition of 85 South Street: Building Below market lease obligation Accrued interest on construction loan borrowing Distribution of land to noncontrolling interests Retirement of Sponsors Warrants and issuance of 1,525,272 shares of common stock Acquisition of Millennium Waterway Apartments: Land Building and equipment Other assets Mortgages, notes and loans payable Other liabilities Reduction in investments in Real Estate Affiliates due to the Millennium Waterway Apartments acquisition Acquisition of 70 Columbia Corporate Center: Land Building Other assets Mortgages, notes and loans payable Other liabilities MPC Land contributed to Real Estate Affiliate Purchase of land from GGP Non-cash increase in property due to consolidation of real estate affiliate Transfer of condominium buyer deposits to real estate affiliate Year ended December 31, 2014 2013 2012 (In thousands) $ $ 84,497 46,513 204,898 8,786 38,567 (1,663) (3,725) (848) 4,600 152 (23,404) (79,247) (28,997) 1,648 (3,979) 3,979 4,785 2,818 — — — — — — — — — — — — — — — — 30,600 37,470 2,268 14,376 85,609 $ 28,857 27,571 1,202 (3,033) 8,384 — — — — — — — — — — — — — — — — — — — — — — — — — — 3,750 34,220 — — — — — — — — — — — — (76,264) (15,917) (56,002) (2,670) 55,584 755 22,405 (1,281) (13,089) (2,957) 16,037 1,290 2,190 (1,315) — — See Notes to Consolidated Financial Statements F-9 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 ORGANIZATION General The Howard Hughes Corporation’s (‘‘HHC’’ or the ‘‘Company’’) mission is to be the preeminent developer and operator of Master Planned Communities and mixed-use properties. We specialize in the development of master planned communities and the ownership, management and development or repositioning of real estate assets currently generating revenues, also called operating assets, as well as other strategic real estate opportunities in the form of entitled and unentitled land and other development rights, also called strategic developments. We are a Delaware corporation that was formed on July 1, 2010. Unless the context otherwise requires, references to ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to HHC and its subsidiaries. Management has evaluated all material events occurring subsequent to the date of the Consolidated Financial Statements up to the date and time this Annual Report is filed. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (‘‘GAAP’’), with all intercompany balances eliminated. The presentation includes the accounts of the Company, and those entities in which we have a controlling financial interest. The noncontrolling equity holders’ share of the assets, liabilities and operations are reflected in noncontrolling interests within permanent equity. The company also consolidates certain variable interest entities (‘‘VIEs’’) in accordance with Accounting Standards Codification (‘‘ASC’’) 810 (‘‘ASC 810’’) Consolidation (see ‘‘Real Estate and Other Affiliates’’ below). Certain amounts in 2012 and 2013 have been reclassified to conform to 2014 presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates and assumptions have been made with respect to revenue recognition accounted for under the percentage of completion method, capitalization of development costs, provision for income taxes, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs, the fair value of warrants, debt and options granted. Actual results could differ from these and other estimates. From time to time, we may reassess the strategies for certain buildings and improvements which subsequently cause a reassessment of useful lives. As a result, we recognized an additional $10.8 million, or $0.27 per diluted share, and $1.2 million, or $0.03 per diluted share, in depreciation during the years ended December 31, 2014 and 2013, respectively, due to the change in useful lives of these buildings and improvements. F-10 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Investment in Real Estate Master Planned Community Assets, Land, Buildings and Equipment Real estate assets are stated at cost less any provisions for impairments. Tenant improvements relating to our operating assets, are capitalized and depreciated over the shorter of their economic lives or the lease term. Maintenance and repair costs are charged to expense when incurred. Expenditures for significant improvements are capitalized. We periodically review the estimated useful lives of properties. Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: Asset Type Buildings and improvements Equipment, tenant improvements and fixtures Computer hardware and software, and vehicles Years 10-45 5-10 3-5 Developments Development costs, which generally include legal and professional fees and other directly-related third- party costs associated with specific development properties, are capitalized as part of the property being developed. In the event that management no longer has the ability or intent to complete a development, the costs previously capitalized are expensed. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest and insurance costs incurred during construction periods are also capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Demolition costs associated with these redevelopments are expensed as incurred. Our Developments are made up of the following categories: Land & improvements Development costs Condominium Total Developments December 31, 2014 2013 (In thousands) $164,280 667,228 82,795 $194,282 293,874 — $914,303 $488,156 Real Estate and Other Affiliates In the ordinary course of business, we enter into partnerships or joint ventures primarily for the development and operation of real estate assets which are referred to as ‘‘Real Estate Affiliates’’. These partnerships or joint ventures are typically characterized by a non-controlling ownership interest with decision making and distribution of expected gains and losses being generally proportionate to the ownership interest. We evaluate these partnerships and joint ventures for consolidation in accordance with ASC 810 Consolidations. In accordance with ASC 810, we assess our joint ventures at inception to determine if any meet the qualifications of a variable interest entity (‘‘VIE’’). We consider a partnership or joint venture a VIE if: F-11 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity); or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, we reassess our initial determination of whether the partnership or joint venture is a VIE. We also perform a qualitative assessment of each VIE to determine if we are the primary beneficiary, as required by ASC 810. Under ASC 810, a company concludes that it is the primary beneficiary and consolidates the VIE if the company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the company is the primary beneficiary. As required by ASC 810, management’s assessment of whether the company is the primary beneficiary of a VIE is continuously performed. We account for VIEs for which we are not considered to be the primary beneficiary, but have significant influence, using the equity method and investments in VIEs where we do not have significant influence on the joint venture’s operating and financial policies using the cost method. We account for investments in joint ventures where we own a non-controlling interest using the equity method, and investments in joint ventures where we have virtually no influence on the joint venture’s operating and financial policies, on the cost method. Under the equity method, the cost of our investment is adjusted for our share of the equity in earnings or losses of such Real Estate Affiliates from the date of investment and reduced by distributions received. Generally, the operating agreements with respect to our Real Estate Affiliates provide that assets, liabilities and funding obligations are shared in accordance with our ownership percentages. We generally also share in the profit and losses, cash flows and other matters relating to our Real Estate Affiliates in accordance with our respective ownership percentages. For cost method investments, we recognize earnings to the extent of distributions received from such investments. Acquisitions of Properties We account for the acquisition of real estate properties constituting a business in accordance with ASC 805 (‘‘ASC 805) Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their fair values on the date of acquisition. The fair-value of tangible assets of an acquired property (which includes land, buildings, and improvements) is determined by valuing the property as if it were vacant, and the ‘‘as-if-vacant’’ value is then allocated to land, buildings and improvements based on management’s determination of the fair-value of these assets. The ‘‘as-if-vacant’’ values are derived from several sources which primarily include a discounted cash flow analysis using discount and capitalization rates based on recent comparable market transactions, where available. The value of acquired intangible assets consisting of in-place and above-market and below-market leases is recorded based on a variety of considerations. In-place lease considerations include, but are not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired F-12 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS in-place leases (i.e. the market cost to execute a lease, including leasing commissions and tenant improvements); (2) the value associated with lost revenue related to tenant reimbursable operating costs incurred during the assumed lease-up period (i.e. real estate taxes, insurance and certain other operating expenses); and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Above-market and below-market leases are valued at the present value, using a discount rate that reflects the risks associated with the leases acquired, of the difference between (1) the contractual amounts to be paid pursuant to the in-place lease; and (2) management’s estimate of current market lease rates, measured over the remaining non-cancelable lease term, including any below market renewal option periods. Impairment We review our real estate assets (including those held by our Real Estate Affiliates), operating assets, land held for development and sale and developments for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. GAAP related to the impairment or disposal of long-lived assets requires that if impairment indicators exist and that expected undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision should be recorded. If impaired, the carrying amount of the asset is written down to its fair value. The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above or below market rate of return. Impairment indicators for our assets or projects within our Master Planned Communities segment are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs or cancellation rates, and projected losses on expected future sales. Master Planned Community assets have extended life cycles that may last 20 to 40 years and have few long-term contractual cash flows. Further, Master Planned Community assets generally have minimal to no residual values because of their liquidating characteristics. Master Planned Community development periods often occur through several economic cycles. Subjective factors such as the expected timing of property development and sales, optimal development density and sales strategy impact the timing and amount of expected future cash flows and fair value. Impairment indicators for our Operating Assets segment are assessed separately for each property and include, but are not limited to, significant decreases in net operating income, significant decreases in occupancy, or low occupancy and significant net operating losses. Impairment indicators for development costs in our Strategic Developments segment, which are typically costs incurred during the beginning stages of a potential development, and developments in progress are assessed by project and include, but are not limited to, significant changes in projected completion dates, revenues or cash flows, development costs, market factors, significant decreases in comparable property sale prices and feasibility. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying F-13 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset or, for Master Planned Communities, is expensed as a cost of sales when land is sold. Assets that have been impaired will in the future have lower depreciation and cost of sale expenses. The impairment will have no impact on cash flow. With respect to our investment in Real Estate Affiliates, a series of operating losses of an underlying asset or other factors may indicate that a decrease in value has occurred which is other-than-temporary. The investment in each Real Estate Affiliate is evaluated periodically and as deemed necessary for recoverability and valuation declines that are other-than-temporary. If the decrease in value of our investment in a Real Estate Affiliate is deemed to be other-than-temporary, our investment in such Real Estate Affiliate is reduced to its estimated fair value. In addition to the property-specific impairment analysis that we perform on the underlying assets of the Real Estate Affiliates’ land held for development and sale and developments owned by such Real Estate Affiliates, we also consider the ownership and distribution preferences and limitations and rights to sell and repurchase our ownership interests. Cash and Cash Equivalents Cash and marketable securities consist of highly-liquid investments with maturities at date of purchase of three months or less and are deposited with major banks throughout the United States. Such deposits are in excess of FDIC limits and are placed with high quality institutions in order to minimize concentration of counterparty credit risk. Revenue Recognition and Related Matters Land Sales Revenue Revenues from land sales are recognized using the full accrual method at closing, when title has passed to the buyer, adequate consideration for the land has been received and we have no continuing involvement with the property. Revenue that is not recognized under the full accrual method is deferred and recognized when the required obligations are met or using the installment or cost recovery methods. Revenue related to builder price participation rights is recognized as the underlying homes are sold by homebuilders. We determine the cost of real estate sold using the relative sales value method. When we sell real estate, the cost of real estate sales includes both costs incurred and estimates of future development costs benefiting the property through completion. Estimates of future revenues and development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale. For certain parcels of land, however, the specific identification method is used to determine the cost of sales, including acquired parcels that we do not intend to develop or for which development was complete at the date of acquisition. Rental Revenue Revenue associated with our operating assets includes minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries and overage rent. Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues also include amortization related to above and below-market tenant leases on acquired properties. F-14 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recoveries from tenants are stipulated in the leases and are generally computed based upon a formula related to real estate taxes, insurance and other real estate operating expenses and are generally recognized as revenues in the period the related costs are incurred. Overage rent is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease. Condominium Rights and Unit Sales Revenue recognition for contracted individual units in a condominium project are accounted for under the percentage of completion method when the following criteria are met: a) construction is beyond a preliminary stage; b) buyer is unable to require a refund of its deposit, except for non-delivery of the unit; c) sufficient units are sold to assure that it will not revert to a rental property; d) sales prices are collectible; and e) aggregate sales proceeds and costs can be reasonably estimated. Those units that do not meet the criteria use the full accrual method or deposit method which defers revenue recognition until the unit is closed. Revenue recognized on the percentage-of-completion method is based upon the ratio of project costs incurred to date compared to total estimated project cost. Total estimated project costs include direct costs such as the carrying value of our land, site planning, architectural, construction costs, financing costs and indirect cost allocations for certain infrastructure and amenity costs which benefit the project based upon the relative fair value of the land prior to development. Changes in estimated project costs, impact the amount of revenue and profit recognized on a percentage of completion basis during the period in which they are determined and future periods. Resort and Conference Center Revenue Revenue for the resort and conference center is recognized as services are performed and primarily represents room rentals and food and beverage sales. Other Income Other income for the year ended December 31, 2014 primarily relates to a $27.0 million gain on insurance recoveries related to casualty losses at South Street Seaport from Superstorm Sandy and $2.4 million related to the sale of the Redlands Promenade property. Other income for the year ended December 31, 2013 includes a $12.2 million gain on insurance recoveries relating to South Street Seaport, an $8.5 million gain recognized on the sale of our Head Acquisition, LP interest, a $4.5 million favorable legal settlement relating to the British Petroleum oil spill in the Gulf of Mexico in 2010, a $1.0 million gain from the sale of Alameda Plaza, a $0.7 million gain on the sale of Parcel D into a joint venture and a $0.6 million gain from the sale of Rio West Mall. Marketing and advertising Our Strategic Development, Operating Assets and Master Planned Community segments incur various marketing and advertising costs as part of their development, branding, leasing or sales initiatives. These costs include special events, broadcasts, direct mail and online digital and social media programs, and they are expensed as incurred. F-15 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounts Receivable Accounts receivable includes tenants, tenant recoveries, and other receivables, and straight-line rent receivables. Straight-line rent receivables represent rental revenues recognized in excess of amounts currently due under lease agreements. Such amounts totaling $13.5 million as of December 31, 2014 and $10.2 million as of December 31, 2013, are included in Accounts receivable, net in our Consolidated Balance Sheets. We record allowances against our receivables that we consider uncollectible. These allowances are reviewed periodically and are adjusted based on management’s estimate of receivables that will not be realized in subsequent periods. We also maintain an allowance for receivables arising from the straight- lining of rents. Management exercises judgment in establishing these allowances and considers payment history, current credit status and if the tenant is currently occupying the space in developing these estimates. The allowance against our straight-line rent receivable is based on historical experience with early lease terminations, as well as specific review of significant tenants and tenants that are having known financial difficulties. The following table summarizes the changes in allowance for doubtful accounts against our accounts receivables: Balance as of January 1 Change in provision Write-offs Balance as of December 31 Municipal Utility District receivables 2014 2013 2012 (In thousands) $ 8,914 836 (2,360) $ 7,390 1,404 (1,175) $8,496 1,224 (806) $ 7,619 $ 7,390 $8,914 In Houston, Texas, certain development costs are reimbursable through the creation of Municipal Utility District (‘‘MUDs’’, also known as Water Control and Improvement Districts) receivables, which are separate political subdivisions authorized by Article 16, Section 59 of the Texas Constitution and governed by the Texas Commission on Environmental Quality (‘‘TCEQ’’). MUDs are formed to provide municipal water, waste water, drainage services, recreational facilities and roads to those areas where they are currently unavailable through the regular city services. Typically, the developer advances funds for the creation of the facilities, which must be designed, bid and constructed in accordance with the City of Houston’s and TCEQ requirements. The developer initiates the MUD process by filing the applications for the formation of the MUD, and once the applications have been approved, a board of directors is elected for the MUD and given the authority to issue ad valorem tax bonds and the authority to tax residents. The MUD Board authorizes and approves all MUD development contracts and pay requests. MUD bond sale proceeds are used to reimburse the developer for its construction costs, including interest. MUD taxes are used to pay the debt service on the bonds and the operating expenses of the MUD. The Company estimates the costs it believes will be eligible for reimbursement as MUD receivables. Our MUD receivables are pledged as security to creditors under the Bridgeland and TWL facilities. MUD receivables are shown net of an allowance of $5.8 and $5.3 million for the years ending December 31, 2014 and 2013, respectively, in the accompanying Consolidated Balance Sheets. F-16 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes Receivable Notes receivable include amounts due from builders, primarily at our Summerlin Master Planned Community and a note from General Growth Partners (‘‘GGP’’). The GGP note had a balance of $6.7 million and $13.2 million as of December 31, 2014 and 2013, respectively. The GGP note is fully amortizing, carries an interest rate of 4.41%, and cash payments under the note are approximately $6.9 million per year through the end of 2015. Our Summerlin Master Planned Community holds a $20.2 million note from a national homebuilder relating to a 2014 land sale, maturing on November 20, 2015, and bearing interest at 0.39%. Also included in Notes receivable are notes receivable from various tenants, net of an allowance for uncollectible notes receivable, of $0.5 million as of December 31, 2014 and $0.4 million as of December 31, 2013. We estimate the allowance for uncollectible notes receivable based on our assessment of expected receipts of future cash flows with consideration given to any collateral securing the respective note. Income Taxes Deferred income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates currently in effect. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the deferred tax provision. There are events or circumstances that could occur in the future that could limit the benefit of deferred tax assets. In addition, we recognize and report interest and penalties, if necessary, related to uncertain tax positions within our provision for income tax expense. In two of our Master Planned Communities, gains with respect to sales of land for commercial use are reported for tax purposes on the percentage of completion method. Under the percentage of completion method, a gain is recognized for tax purposes as costs are incurred in satisfaction of contractual obligations. The method used for determining the percentage complete for income tax purposes is different than that used for financial statement purposes. In addition, the same two Master Planned Communities report gains with respect to sales of land for single family residences using the completed contract method. Under the completed contract method, a gain is recognized for tax purposes when 95% of the costs of our contractual obligations are incurred or the contractual obligation is transferred. Tax Indemnity Receivable As further described in Note 9 – Income Taxes, GGP had indemnified us from and against a portion of taxes related to sales of certain assets in our Master Planned Communities segment as well as any interest or penalties assessed by the Internal Revenue Service that are attributable to those taxes. We recognized a tax indemnity receivable prior to the settlement date, for an amount equal to the indemnified liability we had recorded, including interest and penalties, reduced for our cumulative F-17 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS utilization of certain of our tax assets that contractually limits the amount we can receive pursuant to the Tax Matters Agreement. Interest income related to the tax indemnity receivable was recognized as interest income in our Consolidated Statements of Operations. Reductions to the tax indemnity receivable attributable to a corresponding indemnified liability or recognition of contractual limitations incurred were recorded as Reduction in tax indemnity receivable in our Consolidated Statements of Operations prior to the settlement. Deferred Expenses Deferred expenses consist principally of financing fees and leasing costs. Deferred financing fees are amortized to interest expense over the terms of the respective financing agreements using the effective interest method (or other methods which approximate the effective interest method). Deferred leasing costs are amortized to amortization expense using the straight-line method over periods that approximate the related lease terms. Deferred expenses in our Consolidated Balance Sheets are shown net of accumulated amortization of $13.2 million and $7.2 million as of December 31, 2014 and 2013, respectively. Stock Plans We apply the provisions of ASC 718 (‘‘ASC 718’’) Stock Compensation in our accounting and reporting for stock-based compensation. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All unvested options outstanding under our option plans have grant prices equal to the market price of the Company’s stock on the dates of grant. Compensation cost for restricted stock is determined based on the fair market value of the Company’s stock at the date of grant. Earnings Per Share Basic earnings (loss) per share (‘‘EPS’’) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of options and nonvested stock issued under stock-based compensation plans is computed using the ‘‘treasury stock’’ method. The dilutive effect of the Sponsors Warrants and Management Warrants is computed using the if-converted method. Gains associated with the changes in the fair value of the Sponsors Warrants and Management Warrants are excluded from the numerator in computing diluted earnings per share because inclusion of such gains in the computation would be anti-dilutive. F-18 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Information related to our EPS calculations is summarized as follows: Year ended December 31, 2014 2013 2012 (In thousands, except share amounts) Basic EPS: Numerator: Net loss Net income attributable to noncontrolling interests $(23,520) $(73,695) $(127,543) (745) (95) (11) Net loss attributable to common stockholders $(23,531) $(73,790) $(128,288) Denominator: Weighted average number of common shares outstanding 39,464 39,449 38,127 Diluted EPS: Numerator: Net loss attributable to common stockholders Less: Warrant liability gain $(23,531) $(73,790) $(128,288) — — — Adjusted net income (loss) available to common stockholders $(23,531) $(73,790) $(128,288) Denominator: Weighted average number of common shares outstanding Warrants Weighted average diluted common shares oustanding 39,464 — 39,464 39,449 — 39,449 38,127 — 38,127 Basic loss per share Diluted loss per share $ (0.60) $ (1.87) $ (3.36) $ (0.60) $ (1.87) $ (3.36) The diluted EPS computations as of December 31, 2014 exclude 1,046,940 stock options, 172,690 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti-dilutive. The diluted EPS computations as of December 31, 2013 exclude 965,440 stock options, 122,334 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti-dilutive. The diluted EPS computations as of December 31, 2012 exclude 861,940 stock options, 57,933 shares of restricted stock, 1,916,667 shares of common stock underlying the Sponsor Warrants, and 2,862,687 shares of common stock underlying the Management Warrants because their inclusion would have been anti-dilutive. Recently Issued Accounting Pronouncements In August, 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-15, ‘‘Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.’’ Before the issuance of this ASU, there was no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to F-19 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continue as a going concern or to provide related footnote disclosures. This guidance is expected to reduce the diversity in the timing and content of footnote disclosures. This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards as specified in the guidance. This ASU becomes effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of this ASU to have an impact on the Company’s Consolidated Financial Statements. In May 2014, the FASB issued ASU 2014-09, ‘‘Revenue from Contracts with Customers.’’ This ASU states that entities should recognize revenue to properly depict the transfer of negotiated goods or services to customers in an amount that properly reflects the agreed upon consideration which the entity expects to be exchanged. The standard is effective for interim and annual periods beginning after December 15, 2016 and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The Company is evaluating the impact of the adoption of this ASU on the Company’s Consolidated Financial Statements. In April 2014, the FASB issued ASU 2014-08, ‘‘Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.’’ The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company has adopted this guidance and there has been no impact from the adoption on the Company’s historical Consolidated Financial Statements because the Company has not had any discontinued operations. NOTE 3 SPONSORS AND MANAGEMENT WARRANTS On November 9, 2010, we issued warrants to purchase 8.0 million shares of our common stock to certain of our sponsors (the ‘‘Sponsors Warrants’’) with an estimated initial value of approximately $69.5 million. The initial exercise price for the warrants of $50.00 per share and the number of shares of common stock underlying each warrant are subject to adjustment for future stock dividends, splits or reverse splits of our common stock or certain other events. In 2012, a sponsor exercised 1,525,272 shares, and we purchased 4,558,061 Sponsor Warrants from certain sponsors for a net cash amount of $80.5 million. As a result of these transactions, $108.6 million of additional paid-in-capital was recorded in our financial statements in the year ended December 31, 2012. The Sponsors Warrants expire on November 9, 2017. In November 2010 and February 2011, we entered into certain agreements (the ‘‘Management Warrants’’) with David R. Weinreb, our Chief Executive Officer, Grant Herlitz, our President, and Andrew C. Richardson, our Chief Financial Officer, in each case prior to his appointment to such position to purchase shares of our common stock. The Management Warrants represent 2,862,687 underlying shares, which may be adjusted pursuant to a net settlement option, were issued pursuant to such agreements at fair value in exchange for a combined total of approximately $19.0 million in cash from such executives at the commencement of their respective employment. Mr. Weinreb and Mr. Herlitz’s warrants have exercise prices of $42.23 per share and Mr. Richardson’s warrants have an exercise price of $54.50 per share. Generally, the Management Warrants become exercisable in November 2016 and expire in February 2018. F-20 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, the estimated $157.1 million fair value for the Sponsors Warrants representing warrants to purchase 1,916,667 shares and the estimated $209.0 million fair value for the Management Warrants representing warrants to purchase 2,862,687 shares have been recorded as liabilities because the holders of these warrants could require us to settle such warrants in cash upon a change of control. The estimated fair values for the outstanding Sponsors Warrants and Management Warrants were $141.8 million and $163.8 million, respectively, as of December 31, 2013. The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data, as further discussed in Note 7 – Fair Value of Financial Instruments. Decreases and increases in the fair value of the Sponsors Warrants and the Management Warrants are recognized as either warrant liability gains or losses, respectively, in the Consolidated Statements of Operations. NOTE 4 ACQUISITIONS AND DISPOSITIONS In December 2014, we acquired the Seaport District Assemblage, consisting of a 48,000 square foot commercial building on a 15,744 square foot lot and certain air rights with total residential and commercial development rights of 621,651 square feet at South Street Seaport for $136.7 million. As of December 31, 2014, we have certain property and air rights representing an additional 196,133 square feet of development rights under contract. If these acquisitions close, we will own commercial development rights on the assemblage totaling 817,784 square feet. On December 12, 2014, as part of the settlement with GGP relating to the Tax Matters Agreement, we acquired from GGP six unencumbered office buildings consisting of 699,884 square feet of space located in downtown Columbia, Maryland valued at $130.0 million. The fair value approximated the agreed upon value and was allocated $79.2 million to buildings, $23.4 million to land, and $27.4 million to intangible lease assets consisting of $25.2 million for in-place leases, $3.8 million for above-market leases and $1.6 million for below-market leases. We incurred $1.5 million in acquisition costs, and these costs are included in other property operating costs. The office buildings, titled 10-60 Columbia Corporate Center, are included in our Operating Assets segment. During 2014, we acquired 2,055 acres of undeveloped land located in Conroe, Texas for $98.5 million. In October 2014, we acquired 85 South Street, an eight story 60,000 square foot multi-family property located two blocks south of Pier 17 and within the Seaport District for $20.1 million. The purchase price approximated fair value and was allocated $8.1 million to the building, $15.9 million to the land, and $3.9 million for below-market leases. This multi-family apartment building is included in our Operating Assets segment. During July 2014, we acquired 1701 Lake Robbins, a 12,376 square foot retail building located in The Woodlands for $5.7 million. The purchase price included the assumption of a mortgage of $4.6 million. The purchase price approximated fair value and was allocated $3.7 million to the building, $1.7 million to the land, and $0.2 million of intangible lease assets consisting of $0.3 million for in-place leases and $0.1 million for below-market leases. This retail building is included in our Operating Assets segment. In July 2014, we acquired 100% of the fee simple interest in the land underlying our 110 N. Wacker office building located in downtown Chicago, Illinois for $12.3 million. On September 30, 2013, we sold the Rio West Mall, a 521,194 square foot shopping center on 50 acres of land, located in Gallup, New Mexico for $12.0 million. The sale includes our ground lease interest, all buildings, structures and improvements, machinery, equipment and furnishings, and all leases and security deposits. The pre-tax gain recognized on the sale was $0.6 million. F-21 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On August 15, 2012, we acquired 70 Columbia Corporate Center (‘‘70 CCC’’), a 169,590 square foot Class A office building located in the Columbia, Maryland Town Center by assuming a mortgage note from its lender, which encumbered the property and provided a participation right to the lender for 30% of the appreciation in the market value of the property after our preferred return. This mortgage was subsequently paid in full in May 2014. The acquisition was recorded at fair value of $17.5 million and the fair value of the liabilities assumed was determined using a discounted cash flow analysis. 70 CCC is included in Columbia Office Properties in our Operating Assets segment. On May 31, 2012, we acquired our partner’s interest in the 393-unit Millennium Waterway Apartments for $6.9 million, following the funding of a $55.6 million ten-year non-recourse mortgage bearing interest of 3.75% and we now own 100% of this property. Total assets of $78.6 million and liabilities of $56.4 million, including the funded loan, were consolidated into our financial statements at fair value as of the acquisition date, and no gain or loss was recognized. Prior to the acquisition, we accounted for our investment in Millennium Waterway Apartments under the equity method. Included in the Consolidated Statements of Operations are revenues of $4.4 million and net loss of $1.3 million since the acquisition date, for the year ended December 31, 2012. NOTE 5 REAL ESTATE AND OTHER AFFILIATES Our investment in real estate and other affiliates which are reported on the equity and cost methods are as follows: Economic/ Legal Ownership Carrying Value Share of Earnings/Dividends December 31, December 31, December 31, 2014 2013 2014 2013 2014 2013 2012 (In percentages) (In thousands) Equity Method Investments: Circle T Ranch and Power Center (a) Discovery Land (a) Forest View/Timbermill Apartments (b) (c) HHMK Development, LLC (a) (d) KR Holdings, LLC (a) (d) Millennium Waterway Apartments (c) (e) Millennium Woodlands Phase II, LLC (c) (f) Parcel C (a) (d) The Metropolitan Downtown Columbia (a) Stewart Title (c) Summerlin Apartments, LLC (a) (d) Summerlin Las Vegas Baseball Club (c) (d) Woodlands Sarofim #1 (c) Cost basis investments Investment in Real Estate and Other Affiliates 50.00% 50.00% $ 9,004 — — — — — — 10 50.00% 50.00% 50.00% 50.00% 9,183 100.00% 100.00% — 81.43% 81.43% 1,023 50.00% 50.00% 8,737 50.00% 50.00% 4,800 50.00% 50.00% 3,869 50.00% 50.00% — 50.00% 50.00% 10,548 20.00% 20.00% 2,595 49,769 3,917 $ 9,004 — — 13 19,764 — 2,174 5,801 3,461 3,843 — 10,636 2,579 57,275 3,746 $ — $ — $ — — — — 2,120 19,470 — (1,291) — — 1,301 — (88) 175 — — 732 9,877 — (74) — — 1,223 — (13) 180 21,687 1,649 11,925 2,503 4 — — 407 — — — 902 — — (6) 1,307 2,376 $53,686 $61,021 $23,336 $14,428 $3,683 Investment included in Strategic Developments segment. (a) (b) On April 19, 2012, the joint ventures owning the Forest View and Timbermill Apartments completed their sale to a third party. Our share of the distributable cash, after repayment of debt and transaction expenses, was $8.6 million. F-22 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Investment included in Operating Assets segment. (c) (d) Equity method variable interest entities. (e) On May 31, 2012, we acquired our partner’s interest for $6.9 million and consolidated this property. (f) Millennium Woodlands Phase II, LLC was placed into service in the beginning of the third quarter of 2014. We are not the primary beneficiary of any of the VIEs listed above because we do not have the power to direct activities that most significantly impact the economic performance of such joint ventures and therefore we report our interests on the equity method. Our maximum exposure to loss as a result of these investments is limited to the aggregate carrying value of the investment as we have not provided any guarantees or otherwise made firm commitments to fund amounts on behalf of these VIEs. The aggregate carrying value of the unconsolidated VIEs was $29.5 million and $38.4 million as of December 31, 2014 and 2013, respectively, and was classified as Investments in Real Estate and Other Affiliates in the Consolidated Balance Sheets. As of December 31, 2014, approximately $89.4 million of indebtedness was secured by the properties owned by our Real Estate and Other Affiliates of which our share was approximately $54.6 million based upon our economic ownership. All of this indebtedness is without recourse to us. The Company is the primary beneficiary of one VIE which is consolidated in the financial statements. The creditors of the consolidated VIE do not have recourse to the Company. As of December 31, 2014, the carrying values of the assets and liabilities associated with the operations of the consolidated VIE were $21.1 million and $0.6 million, respectively. As of December 31, 2013, the carrying values of the assets and liabilities associated with operations of the consolidated VIE were $31.7 million and $0.8 million, respectively. The assets of the VIE are restricted for use only by the particular VIE and are not available for our general operations. Our recent and more significant investments in Real Estate Affiliates and the related accounting considerations are described below. Discovery Land During the second quarter 2014, we announced an agreement to enter into a joint venture with Discovery Land Company (‘‘Discovery Land’’) which had not yet been formed as of December 31, 2014. We will contribute our land to the joint venture at the agreed upon value of $226,000 per acre or $125.4 million in 2015. Discovery Land’s capital contribution funding requirement consists of all initial development costs and total project costs up to a maximum of $30.0 million. Discovery Land is the manager of the project. ONE Ala Moana Condominium Project On October 11, 2011, we and an entity jointly owned by two local development partners formed a joint venture called HHMK Development, LLC (‘‘HHMK Development’’) to explore the development of a luxury condominium tower at the Ala Moana Center in Honolulu, Hawaii. On June 14, 2012, we formed another 50/50 joint venture, KR Holdings, with the same partner. We own 50% of each venture and our partners jointly own the remaining 50%. On September 17, 2012, KR Holdings closed on two $20.0 million non-recourse mezzanine loan commitments with List Island Properties, LLC and A & B Properties, Inc. These loans have a blended interest rate of 12.00%, were drawn in full on May 15, 2013 and mature on April 30, 2018 with the option to extend for one year. In addition to the mezzanine loans, A & B Properties and List Island Properties both have profit interests in KR Holdings, which entitles them to receive a share of the F-23 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS profits, after a return of our capital plus a 13% preferred return on our capital. A & B Properties’ participation is capped at $3.0 million. KR Holdings closed on a $132.0 million first mortgage construction loan on May 15, 2013. Upon the loan closing and under the terms of the venture agreement, we sold to KR Holdings our interest in the condominium rights for net cash proceeds of $30.8 million and a 50% equity interest in KR Holdings. Our partner contributed $16.8 million of cash for their 50% equity interest. In the fourth quarter 2014, the venture substantially completed construction of a luxury 23-story, 206-unit condominium tower consisting of one, two and three-bedroom units ranging from 760 to 4,100 square feet. As of December 31, 2014, 201 of the 206 units had closed. The venture paid in full the two $20.0 million mezzanine loans and the $132.0 million first mortgage construction loan. We received cash distributions totaling $38.7 million in December 2014. Summarized financial information for KR Holdings as of December 31, 2014 includes total assets of $37.5 million, total liabilities of $18.7 million, gross sales of $201.0 million and net income of $43.0 million. Summarized financial information for K.R. Holdings as of December 31, 2013 includes total assets of $189.0 million, total liabilities of $135.7 million revenues of $131.2 million and net income of $19.7 million. The venture uses the percentage of completion method to recognize earnings, and we recorded $21.5 million and $9.9 million in Equity in earnings from Real Estate and Other Affiliates related to KR Holdings in the Consolidated Statement of Operations for the years ended December 31, 2014 and 2013 respectively. Our investment balance includes deferred profit of $0.2 million which is being recognized on the same percentage of completion basis as KR Holdings. Millennium Woodlands Phase II, LLC On May 14, 2012, we entered into a joint venture, Millennium Woodlands Phase II, LLC (‘‘Millennium Phase II’’), with The Dinerstein Companies, for the construction of a new 314-unit Class A multi-family complex in The Woodlands Town Center. Our partner is the managing member of Millennium Phase II. As the managing member, our partner controls, directs, manages and administers the affairs of Millennium Phase II. On July 5, 2012, Millennium Phase II was capitalized by our contribution of 4.8 acres of land valued at $15.5 million, our partner’s contribution of $3.0 million in cash and a construction loan in the amount of $37.7 million which is guaranteed by our partner. The development of Millennium Phase II further expands our multi-family portfolio in The Woodlands Town Center. During the third quarter 2014, the joint venture completed construction and leasing commenced. Parcel C On October 4, 2013, we entered into a joint venture agreement with a local developer, Kettler, Inc. (‘‘Kettler’’), to construct a 437-unit, Class A apartment building with 31,000 square feet of ground floor retail on Parcel C in downtown Columbia, MD. We contributed approximately five acres of land having an approximate book value of $4.0 million to the joint venture. Our land was valued at $23.4 million or $53,500 per constructed unit. When the venture closes on the construction loan and upon completion of certain other conditions, including obtaining completed site development and construction plans and an approved project budget, our partner will be required to contribute cash to the venture. Summerlin Apartments, LLC On January 24, 2014, we entered into a joint venture with a national multi-family real estate developer, The Calida Group (‘‘Calida’’), to construct, own and operate a 124-unit gated luxury apartment development. We and our partner each own 50% of the venture, and unanimous consent of the F-24 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS partners is required for all major decisions. This project represents the first residential development in Summerlin’s 400-acre downtown. We will contribute a 4.5-acre parcel of land with an agreed value of $3.2 million in exchange for a 50% interest in the venture when construction financing closes. Our partner will contribute cash for their 50% interest, act as the development manager, fund all pre-development activities, obtain construction financing and provide any guarantees required by the lender. Upon a sale of the property, we are entitled to 50% of the proceeds up to, and 100% of the proceeds in excess of an amount determined by applying a 7.0% capitalization rate to net operating income (‘‘NOI’’). The venture is expected to begin construction in first half 2015 with the first units available for rent by second quarter 2016. Summerlin Las Vegas Baseball Club, LLC On August 6, 2012, we entered into a joint venture for the purpose of acquiring 100% of the operating assets of the Las Vegas 51s, a Triple-A baseball team which is a member of the Pacific Coast League. We own 50% of the venture and our partners jointly own the remaining 50%. Unanimous consent of the partners is required for all major decisions. As of the date the joint venture acquired the baseball team, we had funded our capital contribution of $10.5 million. Our strategy in owning an interest is to pursue a potential relocation of the team to a to-be-built stadium in our Summerlin master planned community. Efforts to relocate the team are ongoing and there can be no assurance that such a stadium will ultimately be built. The Metropolitan Downtown Columbia Project On October 27, 2011, we entered into a joint venture, Parcel D Development, LLC (‘‘Parcel D’’), with Kettler to construct a 380-unit Class A apartment building with ground floor retail space in downtown Columbia, Maryland. We and our partner each own 50% of the venture, and unanimous consent of the partners is required for all major decisions. On July 11, 2013, the joint venture closed a $64.1 million construction loan which is non-recourse to us and $45.8 million is outstanding as of December 31, 2014. The loan bears interest at one-month LIBOR plus 2.40% and matures in July 2020. At loan closing, our land contribution was valued at $53,500 per unit, or $20.3 million, and Kettler contributed $13.3 million in cash, of which $7.0 million was distributed to us. Both we and Kettler made additional contributions of $3.1 million to the joint venture in accordance with the loan agreement, thus increasing our total capital account to $16.4 million. This transaction was accounted for as a partial sale of the land for which we recognized a net profit of $0.7 million. We expect the project to be substantially completed by the first quarter of 2015. NOTE 6 IMPAIRMENT There were no impairment charges for the years ended December 31, 2014, 2013 and 2012. We frequently evaluate our strategic alternatives with respect to each of our properties and may revise our strategy from time to time, including our intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For example, we may decide to sell property that is held for use and the sale price may be less than the carrying amount. As a result, changes in strategy could result in impairment charges in future periods. F-25 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents, for each of the fair value hierarchy levels required under ASC 820 (‘‘ASC 820’’) Fair Value Measurement, our assets and liabilities that are measured at fair value on a recurring basis. December 31, 2014 December 31, 2013 Fair Value Measurements Using Fair Value Measurements Using Quoted Prices in Active Markets for Significant Other Significant Quoted Prices in Active Markets for Significant Other Significant Identical Observable Unobservable Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total Identical Observable Unobservable Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total (In thousands) (In thousands) Assets: Cash equivalents $ 75,027 $75,027 $ — $ — $ — $— $ — $ — Liabilities: Warrants Interest rate swaps 366,080 3,144 — — — 3,144 366,080 — 305,560 4,164 — — — 4,164 305,560 — Cash equivalents consist primarily of two registered money market mutual funds which invest in United States treasury securities that are valued at the net asset value of the underlying shares in the funds as of the close of business at the end of each period. The valuation of warrants is based on an option pricing valuation model. The inputs to the model include the fair value of stock related to the warrants, exercise price and term of the warrants, expected volatility, risk-free interest rate and dividend yield and, with respect to the Management Warrants, a discount for lack of marketability. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves. The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) which are our Sponsors and Management Warrants: Beginning of year Warrant liability loss (a) Settlements (b) End of year December 31, 2014 2013 2012 $305,560 60,520 — (In thousands) $123,573 181,987 — $ 127,764 185,017 (189,208) $366,080 $305,560 $ 123,573 (a) All losses during 2014 and 2013, and $73.8 million of the loss during 2012, were unrealized. (b) Settlements were for $80.5 million in cash and 1,525,272 shares of our common stock. Please refer to Note 3 – Sponsors and Management Warrants. The fair values were estimated using an option pricing model and Level 3 inputs due to the unavailability of comparable market data. Changes in the fair value of the Sponsors Warrants and the Management Warrants are recognized in earnings as a warrant liability gain or loss. F-26 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The significant unobservable inputs used in the fair value measurement of our warrants designated as Level 3 as of December 31, 2014 are as follows: Fair Value Valuation Technique Unobservable Inputs Expected Volatility (a) Marketability Discount (b) Warrants (In thousands) $366,080 Option Pricing Valuation Model 24.5% 18.0%-20.0% (a) Based on our implied equity volatility. (b) Represents the discount rate for lack of marketability of the Management Warrants. The discount rates ranged from 29.0%-30.0% at December 31, 2013. The expected volatility and marketability discount in the table above are significant unobservable inputs used to estimate the fair value of our warrant liabilities. An increase in expected volatility would increase the fair value of the liability, while a decrease in expected volatility would decrease the fair value of the liability. As the period of restriction lapses, the marketability discount reduces to zero and increases the fair value of the warrants. The estimated fair values of our financial instruments that are not measured at fair value on a recurring basis are as follows: Assets: Cash and cash equivalents Notes receivable, net (a) Tax indemnity receivable, including interest Liabilities: December 31, 2014 December 31, 2013 Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value (In thousands) Level 1 Level 3 $ 485,424 28,630 $ 485,424 28,630 $ 894,948 20,554 $ 894,948 20,554 n.a. — —(b) 320,494 —(b) Fixed-rate debt Variable-rate debt (c) Level 2 Level 2 $1,030,554 962,916 $1,050,333 962,916 $1,004,886 509,737 $1,045,298 509,737 Total mortgages, notes and loans payable Level 2 $1,993,470 $2,013,249 $1,514,623 $1,555,035 (a) Notes receivable is shown net of an allowance of $471 and $426 for the periods ending December 31, 2014 and 2013 respectively. (b) The tax indemnity receivable was settled with GGP during 2014. In 2013 it was not practicable to estimate the fair value, as the timing and ultimate amount received under the agreement, was highly dependent on numerous future events that could not have been reliably predicted. See Note 9 – Income Taxes for further detail related to these receivables. (c) $172.0 million of variable-rate debt has been swapped to a fixed rate for the term of the related debt. F-27 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes receivable are carried at net realizable value which approximates fair value. The estimated fair values are based on certain factors, such as current interest rates, terms of the note and credit worthiness of the borrower. The fair value of fixed-rate debt in the table above, not including our Senior Notes (as defined in Note 8 – Mortgages, Notes and Loans Payable), was estimated based on a discounted future cash payment model, which includes risk premiums and a risk free rate derived from the current London Interbank Offered Rate (‘‘LIBOR’’) or U.S. Treasury obligation interest rates. The discount rates reflect our judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The fair value of our Senior Notes, included in fixed rate debt in the table above, was estimated based upon its most recent trade price. The carrying amounts for our variable-rate debt approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities. The carrying amounts of cash and cash equivalents and accounts receivable approximate fair value because of the short-term maturity of these instruments. NOTE 8 MORTGAGES, NOTES AND LOANS PAYABLE Mortgages, notes and loans payable are summarized as follows: December 31, 2014 2013 (In thousands) Fixed-rate debt: Collateralized mortgages, notes and loans payable Special Improvement District bonds $1,008,165 22,389 $ 971,786 33,100 Variable-rate debt: Collateralized mortgages, notes and loans payable (a) 962,916 509,737 Total mortgages, notes and loans payable $1,993,470 $1,514,623 (a) As more fully described below, $172.0 million of variable-rate debt has been swapped to a fixed rate for the term of the related debt. F-28 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents our mortgages, notes, and loans payable by property: ($ In thousands) Master Planned Communities Bridgeland Land Loan Bridgeland Development Loan Summerlin South SID Bonds – S108 Summerlin South SID Bonds – S124 Summerlin South SID Bonds – S128 Summerlin South SID Bonds – S128C Summerlin South SID Bonds – S132 Summerlin South SID Bonds – S151 Summerlin West SID Bonds – S808/S810 The Woodlands Master Credit Facility Master Planned Communities Total Operating Assets 70 Columbia Corporate Center (c) Columbia Regional Building Downtown Summerlin Downtown Summerlin SID Bonds – S108 Downtown Summerlin SID Bonds – S128 One Hughes Landing Two Hughes Landing 1701 Lake Robbins Millennium Waterway Apartments 110 N. Wacker (d) 9303 New Trails Outlet Collection at Riverwalk The Woodlands Resort & Conference Center Victoria Ward 20/25 Waterway Avenue 3 Waterway Square 4 Waterway Square Capital lease obligations Operating Assets Total Strategic Developments 1725-35 Hughes Landing Boulevard Three Hughes Landing Hughes Landing Hotel Hughes Landing Retail One Lake’s Edge Waiea and Anaha Condominiums Waterway Square Hotel Strategic Developments Total Other Corporate Financing Arrangements Senior Notes Unamortized underwriting fees Total mortgages, notes, and loans payable Maturity (a) June 2022 June 2015 December 2016 December 2019 December 2020 December 2030 December 2020 June 2025 April 2031 August 2018 July 2019 March 2018 July 2019 December 2016 December 2030 December 2029 September 2018 April 2017 June 2022 October 2019 December 2023 October 2018 February 2019 September 2016 May 2022 August 2028 December 2023 Various June 2019 December 2019 October 2020 December 2018 November 2018 November 2019 August 2019 Interest Rate Maximum December 31, Facility Amount 2014 December 31, 2013 Carrying Value $ 5.50% 5.00%(b) $ 30,000 5.95% 5.95% 6.05% 6.05% 6.00% 6.00% 6.00% 2.91%(b) 250,000 2.41%(b) 2.16%(b) 2.41%(b) 5.95% 6.05% 4.30% 2.81%(b) 5.81% 3.75% 5.21%(b) 4.88% 2.91%(b) 3.66%(b) 3.35%(b) 4.79% 3.94% 4.88% 3.60% 2.06%(b) 2.51% 2.66% 2.11%(b) 2.66%(b) 6.91% 2.81%(b) 23,008 311,800 41,230 64,400 95,000 250,000 143,000 65,455 37,100 36,575 73,525 600,000 69,300 22,700 15,874 10 563 236 623 5,274 2,936 6,211 2,805 176,663 211,195 20,000 20,513 229,153 310 3,431 52,000 19,992 4,600 55,584 29,000 13,074 47,118 76,027 238,716 14,330 52,000 38,289 135 914,272 47,513 — — 17,424 40,787 — — 105,724 19,968 750,000 (7,689) $ 18,066 — 823 285 707 5,511 3,962 6,623 11,168 176,663 223,808 16,287 9,207 — 452 3,569 19,128 10 — 55,584 29,000 13,398 — 36,100 238,716 14,450 52,000 39,237 205 527,343 — — — 913 — — — 913 21,309 750,000 (8,750) $1,993,470 $1,514,623 June 2018 October 2021 3.00% 6.88% (a) Maturity date includes any extension periods which can be exercised at our option. F-29 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (b) The interest rate presented is based on the one month LIBOR rate, as applicable, at December 31, 2014 which was 0.1635%. (c) The note we assumed on August 15, 2012 was fully paid with cash on hand on April 15, 2014. On June 30, 2014, we entered into a new $20.0 million mortgage loan at one-month LIBOR plus 2.25%. (d) The $29.0 million outstanding principal balance is swapped to a 5.21% fixed rate through maturity. The weighted average interest rate on our mortgages, notes and loans payable, excluding interest rate hedges, was 4.61% and 5.25% as of December 31, 2014 and 2013, respectively. All of the mortgage debt is secured by the individual properties as listed in the table above and is non-recourse to HHC, except for: (i) $750.0 million of Senior Notes; (ii) $311.8 million financing for the Downtown Summerlin development which has an initial maximum recourse of 35.0% assuming the loan is fully drawn, which will reduce to 15.0% upon completion of the project and achievement of a 1.15:1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25:1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot; (iii) $64.4 million of construction financing for the Outlet Collection at Riverwalk with an initial maximum recourse of 50%, which will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for twelve months; (iv) $20.4 million of Other Corporate Financing Arrangements; and (v) $7.0 million parent guarantee associated with the 110 N. Wacker mortgage. The Woodlands Master Credit Facility and The Woodlands Resort & Conference Center loans are recourse to the entities that directly own The Woodlands operations. Certain of our loans contain provisions which grant the lender a security interest in the operating cash flow of the property that represents the collateral for the loan. Such provisions are not expected to impact our operations in 2015. Certain mortgage notes may be prepaid, but may be subject to a prepayment penalty equal to a yield-maintenance premium, defeasance, or a percentage of the loan balance. As of December 31, 2014, land, buildings and equipment and developments with a cost basis of $2.3 billion have been pledged as collateral for our mortgages, notes and loans payable. The following table summarizes the contractual obligations relating to our mortgages, notes and loans payable as of December 31, 2014 based on final maturity dates: Mortgages, notes and loans payable principal payments (In thousands) 7,970 $ 247,655 13,773 348,294 394,996 980,782 $1,993,470 2015 2016 2017 2018 2019 Thereafter Total F-30 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, we were in compliance with all of the financial covenants related to our debt agreements. Master Planned Communities On August 8, 2013, The Woodlands refinanced its existing Master Credit Facility with a $250.0 million credit facility consisting of a $125.0 million term loan and a $125.0 million revolver (together, the ‘‘TWL Facility’’). The TWL Facility bears interest at one-month LIBOR plus 2.75% and has an initial three – year term with two, one – year extension options. The extension options require a reduction of the total commitment to $220.0 million for the first extension and $185.0 million for the second extension. The TWL Facility also contains certain covenants that, among other things, require the maintenance of specified financial ratios, limit the incurrence of additional recourse indebtedness at The Woodlands, and limit distributions from The Woodlands to us based on a loan-to-value test. There was $73.3 million of undrawn and available borrowing capacity under the TWL Facility based on the collateral underlying the facility and covenants as of December 31, 2014. During the second quarter of 2012, we refinanced $18.1 million of existing debt related to our Bridgeland Master Planned Community with a ten – year term loan facility at a fixed interest rate of 5.50% for the first five years and three-month LIBOR plus 2.75% for the remaining term and maturing on June 29, 2022. Beginning on June 29, 2014, annual principal payments are required in the amount of 5.00% of the then outstanding principal balance. In addition, we simultaneously entered into a three-year revolving credit facility with aggregate borrowing capacity of $140.0 million of which $96.2 million has been utilized as of December 31, 2014 and which has a $30.0 million maximum outstanding loan amount at any time. The revolving loan bears interest at the greater of 5.00% or one-month LIBOR plus 3.25% and matures on June 29, 2015. This loan is intended to provide working capital at Bridgeland to accelerate development efforts to meet the demand of homebuilders for finished lots in the community. The Bridgeland loans are cross-collateralized and cross-defaulted and the Bridgeland Master Planned Community serves as collateral for the loans. The loans also require that Bridgeland maintain a minimum $3.0 million cash balance and a minimum net worth of $250.0 million. Additionally, we are restricted from making cash distributions from Bridgeland unless the revolving credit facility has no outstanding balance and one year of real estate taxes and debt service on the term loan have been escrowed with the lender. The Summerlin Master Planned Community uses Special Improvement District (‘‘SID’’) bonds to finance certain common infrastructure improvements. These bonds are issued by the municipalities and, although unrated, are secured by the assessments on the land. The majority of proceeds from each bond issued is held in a construction escrow and disbursed to us as infrastructure projects are completed, inspected by the municipalities and approved for reimbursement. Accordingly, the SID bonds have been classified as debt, and the Summerlin Master Planned Community pays the debt service on the bonds semi-annually. As Summerlin sells land, the buyers assume a proportionate share of the bond obligation at closing, and the residential sales contracts provide for the reimbursement of the principal amounts that we previously paid with respect to such proportionate share of the bond. Operating Assets On November 10, 2014 we refinanced our $38.0 million loan and closed on a new $52.0 million loan for One Hughes Landing. The loan bears fixed interest at 4.30% and matures on December 1, 2029. On July 18, 2014, we assumed a $4.6 million non-recourse mortgage loan at 1701 Lake Robbins. The loan bears fixed interest at 5.81% and has a maturity date of April 2017. F-31 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On July 15, 2014, we closed a $311.8 million financing for the construction of Downtown Summerlin development bearing interest at one-month LIBOR plus 2.25%. The loan has an initial maturity date of July 15, 2017, with two, one-year extension options. The loan has an initial maximum recourse of 35.0% assuming the loan is fully drawn, which will reduce to 15.0% upon completion of the project and achievement of a 1.15:1.0 debt service coverage ratio. The recourse further reduces to 10% upon achievement of a 1.25:1.0 debt service coverage ratio, a 90% occupancy level, and average tenant sales of at least $500.00 per net rentable square foot. Upon completion of the project and achievement of a 1.25x debt service coverage ratio, 90.0% occupancy and a minimum level of tenant sales per square foot for 12 months, the recourse amount will decrease to 10.0% of the outstanding principal. Due to the recent opening, we have not met these criteria. On April 15, 2014, we paid $17.0 million cash in full satisfaction of the $16.0 million participating loan that we assumed as part of the acquisition of 70 CCC in August 2012. The non-recourse, interest only promissory note was due to mature on August 31, 2017 and included a participation right to the lender for 30.0% of the appreciation in the market value of the property after our 10.0% cumulative preferred return and repayment of the outstanding debt and our contributed equity. The final payment included approximately $0.7 million for this participation right based upon the appraised value of the property. On June 27, 2014, we closed on a new $20.0 million loan for 70 CCC that bears interest at one-month LIBOR plus 2.25% and has an initial maturity date of July 2017 with two, one-year extension options. On October 24, 2013, we closed on a $64.4 million partial recourse construction loan for the Outlet Collection at Riverwalk. The loan bears interest at one-month LIBOR plus 2.75%, with an initial maturity date of October 24, 2016 with two, one – year extension options. The initial recourse amount of 50.0% will be reduced to 25.0% upon completion of the project and the achievement of an 11.0% debt yield and a minimum level of tenant sales per square foot for 12 months. Due to the recent opening, we have not met these criteria. On September 11, 2013, we closed on a non-recourse financing totaling $41.2 million for the construction of Two Hughes Landing, the second Class A office building in the 66-acre mixed-use development of Hughes Landing on Lake Woodlands, located in The Woodlands. Two Hughes Landing will be a 197,000 square foot, eight-story office building with an adjacent parking garage containing approximately 630 spaces. The loan bears interest at one-month LIBOR plus 2.65% due monthly, with an initial maturity date of September 11, 2016 with two, one-year extension options. On August 2, 2013, we refinanced the existing $43.3 million construction loan on 3 Waterway Square, an 11-story, 232,000 square foot office building in The Woodlands, with a non-recourse first mortgage financing totaling $52.0 million. The loan bears interest at 3.94% and matures on August 11, 2028. On March 15, 2013, we closed on a non-recourse financing totaling $23.0 million for the redevelopment of The Columbia Regional Building, a retail building located in Columbia, Maryland. The loan bears interest at one-month LIBOR plus 2.00%. The loan matures on March 15, 2016, and has two, one – year extension options. On February 8, 2013, we closed on a $95.0 million non-recourse construction loan which repaid the existing $36.1 million mortgage and provides funding for the redevelopment of The Woodlands Resort & Conference Center. The loan bears interest at one-month LIBOR plus 3.50% and has an initial maturity of February 8, 2016, with three, one – year extension options. The loan is currently secured by the rooms available for rent, 40-acre conference center and resort located within The Woodlands and requires the maintenance of specified financial ratios after completion of construction. F-32 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On May 31, 2012, we closed on a $55.6 million non-recourse first mortgage loan for the Millennium Waterway Apartments. The proceeds from the mortgage were used to refinance the joint venture’s existing debt and to fund our acquisition of the partner’s interest in the property. The loan has a fixed interest rate of 3.75% and matures on June 1, 2022. On April 26, 2012, we closed on a $14.5 million non-recourse financing secured by 20⁄25 Waterway Avenue, located within The Woodlands. The loan bears interest at 4.79% and matures on May 1, 2022. On December 5, 2011, we obtained a $41.0 million loan for 4 Waterway Square and a $14.0 million loan for 9303 New Trails, both located within The Woodlands. These non-recourse mortgages mature on December 11, 2023 and have fixed interest rates of 4.88%. On September 30, 2011, we closed on a $250.0 million non-recourse first mortgage financing secured by Ward Village in Honolulu, Hawaii, that bears interest at one-month LIBOR plus 2.50%. The loan may be drawn to a maximum $250.0 million to fund capital expenditures at the property, provided that the outstanding principal balance cannot exceed 65% of the property’s appraised value, and the borrowers are required to have a minimum 10.0% debt yield to draw additional loan proceeds under the facility. The loan permits partial repayment during its term in connection with property releases for development. In the third quarter of 2013, certain properties securing the loan were approved for condominium development. As a result, the properties were removed from the collateral pool and a minor principal paydown of the loan was required. The loan matures on September 29, 2016, and $143.0 million of the principal balance was swapped to a 3.80% fixed rate for the term of the loan. The loan had a weighted-average interest rate of 3.35% as of December 31, 2014. The unused portion of this mortgage was $11.3 million as of December 31, 2014. On May 10, 2011, we closed a $29.0 million first mortgage financing secured by our office building located at 110 N. Wacker Drive in Chicago, IL. The loan term is coterminous with the expiration of the first term of the existing tenant’s lease. The loan has an interest-only period through April 2015 and, thereafter, amortizes ratably to $12.0 million through maturity on October 31, 2019. We provided a $7.0 million repayment guarantee for the loan, which is reduced on a dollar for dollar basis during the amortization period. Strategic Developments On December 5, 2014 we closed on a $65.5 million non-recourse financing for the construction of Three Hughes Landing. The loan bears interest at one-month LIBOR plus 2.35%. The loan has an initial maturity date of December 5, 2017 with two, one-year extension options. On November 6, 2014 we closed on a $600.0 million non-recourse construction loan for the Waiea and Anaha Condominium towers bearing interest at one-month LIBOR plus 6.75%. The loan has an initial maturity date of November 6, 2017, with two, one-year extension options. On October 3, 2014, we closed on a $37.1 million construction financing for our Hughes Landing Hotel. The loan bears interest at one-month LIBOR plus 2.50%. The loan has an initial maturity of October 2018, with two, one-year extension options. On August 6, 2014, we closed on a $69.3 million non-recourse construction financing for the Waterway Hotel bearing interest at one-month LIBOR plus 2.65%. The loan has an initial maturity of August 2018, with a one-year extension option. The development will be a 302-room Westin-branded hotel that will be owned and managed by us. F-33 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On June 30, 2014, we closed on a $143.0 million non-recourse construction financing for two office buildings bearing interest at one-month LIBOR plus 1.90%. The loan has an initial maturity date of June 30, 2018, with a one-year extension option. On December 20, 2013, we closed on a $36.6 million non-recourse loan for the construction of Hughes Landing Retail, a 123,000 square foot retail component of Hughes Landing bearing interest at one-month LIBOR plus 1.95%. The loan has an initial maturity date of December 20, 2016, with two, one – year extension options. On November 25, 2013, we closed on a $73.5 million non-recourse loan for the construction of an eight-story, Class A, multi-family project within Hughes Landing called One Lake’s Edge. The loan bears interest at one-month LIBOR plus 2.50% with an initial maturity date of November 25, 2016, with two, one – year extension options. Corporate On October 2, 2013, we issued $750.0 million in aggregate principal amount of 6.875% Senior Notes due 2021 (the ‘‘Senior Notes’’) and received approximately $741.3 million of net cash proceeds. Interest is payable semiannually, on April 1 and October 1 of each year starting in April 2014. At any time prior to October 1, 2016, we may redeem up to 35% of the Senior Notes at a price equal to 106.875% using the proceeds from equity offerings. We may redeem all or part of the Senior Notes at any time on or after October 1, 2016 with a declining call premium thereafter to maturity. The Senior Notes contain customary terms and covenants for non-investment grade senior notes and have no maintenance covenants. NOTE 9 INCOME TAXES The provision for (benefit from) income taxes for the years ended December 31, 2014, 2013 and 2012 were as follows: Current Deferred Total 2014 2013 2012 (In thousands) $ (2,050) $1,218 8,352 65,010 $2,439 4,448 $62,960 $9,570 $6,887 F-34 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income tax expense is computed by applying the Federal corporate tax rate for the years ended December 31, 2014, 2013 and 2012 and is reconciled to the provision for income taxes as follows: Tax at statutory rate on earnings from continuing operations before income taxes Increase (decrease) in valuation allowance, net State income taxes, net of Federal income tax benefit Tax at statutory rate on REIT entity earnings not subject to Federal income taxes Tax expense (benefit) from change in rates and other permanent differences Set up deferred tax liability related to captive REIT Non-deductible warrant liability loss Non-taxable interest income Uncertain tax position expense, excluding interest Uncertain tax position interest, net of Federal income tax benefit Income tax expense 2014 2013 2012 (In thousands) $ 13,800 5,602 1,320 $(22,477) $(42,490) (32,172) 1,328 (88,826) 1,562 (512) (2,648) (3,087) (12,193) (1,068) 21,182 18,373 2,395 14,061 4,339 53,973 63,695 (363) (1,034) 1,349 13,908 — 65,311 (2,863) 1,765 5,187 $ 62,960 $ 9,570 $ 6,887 Realization of a deferred tax benefit is dependent upon generating sufficient taxable income in future periods. Our net operating loss carry-forwards are currently scheduled to expire in subsequent years through 2034. Some of the net operating loss carry-forward amounts are subject to the separate return limitation year rules (‘‘SRLY’’). It is possible that we could, in the future, experience a change in control pursuant to Section 382 that could put limits on the benefit of deferred tax assets. On February 27, 2012, we entered into a Section 382 Rights Agreement, with a three year term, to protect us from such an event and protect our deferred tax assets. On February 26, 2015, the Board of Directors extended the term of the Section 382 Rights Agreement to March 14, 2018. The extension is subject to approval by our stockholders. As of December 31, 2014, the amounts and expiration dates of operating loss and tax credit carryforwards for tax purposes are as follows: Net operating loss carryforwards – Federal Net operating loss carryforwards – State Capital loss carryfoward Tax credit carryforwards – Federal AMT Amount Expiration Date (In thousands) $109,096 138,221 26,345 1,955 2024-2034 2015-2034 2018-2019 n/a As of December 31, 2014 and 2013, we had gross deferred tax assets totaling $335.7 million and $336.6 million, and gross deferred tax liabilities of $379.7 million and $413.4 million, respectively. We have established a valuation allowance in the amount of $18.2 million and $12.6 million as of December 31, 2014 and 2013, respectively, against certain deferred tax assets for which it is more likely than not that such deferred tax assets will not be realized. Deferred tax assets related to our investment in Head Acquisition, LP in the amount of $76.4 million that we previously believed had only a remote possibility of realization were recorded in 2012 due to tax planning that made realization possible. Due to the uncertainty that the tax planning would result F-35 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS in the realization of the deferred tax asset we established a 100% valuation allowance. During the fourth quarter 2013, the tax planning was successfully implemented and over 90% of the deferred tax asset was realized and the remaining amount will likely be realized in future years; therefore, we determined that is was appropriate to release the entire valuation allowance in 2013. The tax effects of temporary differences and carry-forwards included in the net deferred tax liabilities at December 31, 2014 and 2013 are summarized as follows: Deferred tax assets: Operating and Strategic Development properties, primarily differences in basis of assets and liabilities Interest deduction carryforwards Operating loss and tax credit carryforwards Total deferred tax assets Valuation allowance Total net deferred tax assets 2014 2013 (In thousands) $ 201,303 80,520 53,851 $ 201,993 85,671 48,971 335,674 (18,218) 336,635 (12,624) $ 317,456 $ 324,011 Deferred tax liabilities: Property associated with Master Planned Communities, primarily differences in the tax basis of land assets and treatment of interest and other costs $(212,093) $(137,930) Operating and Strategic Development properties, primarily differences in basis of assets and liabilities Deferred income Total deferred tax liabilities Net deferred tax liabilities (47,355) (120,213) (48,007) (227,439) (379,661) (413,376) $ (62,205) $ (89,365) The deferred tax liability associated with the Master Planned Communities is largely attributable to the difference between the basis and value determined as of the date of the acquisition by our predecessors of The Rouse Company (‘‘TRC’’) in 2004 adjusted for sales that have occurred since that time. The cash cost related to this deferred tax liability is dependent upon the sales price of future land sales and the method of accounting used for income tax purposes. The deferred tax liability related to deferred income is the difference between the income tax method of accounting and the financial statement method of accounting for prior sales of land in our Master Planned Communities. One of our consolidated entities, Victoria Ward, Limited, elected to be taxed as a REIT and intended to continue to operate so as to qualify as a REIT going forward. Consequently, deferred taxes were not recorded on book and tax basis differences of Victoria Ward, Limited as it was believed these differences would ultimately be realized with no taxes due. In connection with the planned condominium development of Victoria Ward, the Company determined that it was likely to revoke its REIT election and consequently, the Company believed that the book and tax basis differences in the land and buildings of Victoria Ward, Limited would be realized after such time REIT status is revoked and would then be taxed at the applicable corporate tax rates. As a result of these events, deferred tax liabilities of $48.0 million were recorded in 2013 due to the excess book over tax basis relating to land and buildings and reduced to $46.9 million as of December 31, 2014. As planned, the Company revoked its REIT election effective January 1, 2015. F-36 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different than what was reported on the returns. In our opinion, we have made adequate tax provisions for years subject to examination. Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2010 through 2014. Two of our subsidiaries are involved in a dispute with the IRS relating to years in which those subsidiaries were owned by General Growth Properties (‘‘GGP’’), and in connection therewith, GGP provided us with an indemnity against certain potential tax liabilities. Pursuant to the Tax Matters Agreement with GGP, GGP had indemnified us from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which we become subject (the ‘‘Tax Indemnity’’), in each case solely to the extent directly attributable to certain taxes related to sales of certain assets in our Master Planned Communities segment prior to March 31, 2010 (‘‘MPC Taxes’’), in an amount up to $303.8 million, plus interest and penalties related to these amounts (the ‘‘Indemnity Cap’’) so long as GGP controlled the action in the United States Tax Court (the ‘‘Tax Court’’) related to the dispute with the IRS. On May 6, 2011, GGP filed Tax Court petitions on behalf of the two former REIT subsidiaries of GGP seeking a redetermination of federal income tax for the years 2007 and 2008. The petitions seek to overturn determinations by the IRS that the taxpayers were liable for combined deficiencies totaling $144.1 million. The case was heard by the Tax Court in November 2012 and filed their ruling in favor of the IRS on June 2, 2014. In December 2014, we entered into a tax indemnity and mutual release agreement with GGP (the ‘‘Settlement Agreement’’) pursuant to which, in consideration of the full satisfaction of GGP’s obligation for reimbursement of taxes related to certain assets in our Master Planned Communities segment prior to March 31, 2010, and interest, GGP (i) made a cash payment to us in the amount of $138.0 million and (ii) conveyed to us fee simple interest in six office properties and related parking garages located in Columbia, Maryland, known as 10-60 Columbia Corporate Center, for an agreed upon total value of $130.0 million. Under the Settlement Agreement, the Company now controls the Tax Matter, including the right to decide whether to appeal the decision. On December 15, 2014, the Company paid the MPC Taxes and filed an appeal of the decision to the Fifth Circuit Court of Appeals. The appeal seeks to overturn the decision and allow the Company to continue to use its current method of tax accounting for the sale of assets in the Company’s Master Planned Communities Segment. If the decision stands, we may be required to change our method of tax accounting for certain transactions, which could affect the timing of our future tax payments. We expect the appeal to be heard by the appellate court in 2015. As a result of the settlement, we recorded a net $74.0 million non-cash charge representing the difference between the $268.0 million value of the consideration received from GGP and the receivable recorded on our books. When we were spun-off from GGP in 2010, we recognized a receivable from GGP equal to the amount of the indemnity cap. However, the Tax Matters Agreement stipulated that a certain tax asset on our books related to deferred interest deductions be used to reduce GGP’s indemnity obligation to us, when utilized in our tax returns. As a result, we had reduced the indemnity receivable as we utilized the tax asset. Going forward, we now will get 100% of the benefit of the tax asset, which totaled $85.1 million before netting against an unrecognized tax benefit per ASU 2013-11 (described below), at December 31, 2014. We also could recover approximately $60 million of cash interest paid to the U.S. Government if we prevail on appeal. F-37 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We apply the generally accepted accounting principle related to accounting for uncertainty in income taxes, which prescribes a recognition threshold that a tax position is required to meet before recognition in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. In 2014, we adopted the guidance in ASU 2013-11, ‘‘Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.’’ The impact of adoption on the financial statements in 2014 is a reclassification of $39.0 million between Deferred tax assets and Uncertain tax position liability and $2.5 million between Income tax receivable and Uncertain tax position liability. We recognize and report interest and penalties, if applicable, within our provision for income tax expense. We recognized potential interest expense related to the unrecognized tax benefits of $21.6 million, $2.1 million and $8.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, we had total unrecognized tax benefits of $184.2 million, excluding interest of $60.3 million, of which none would impact our effective tax rate. At December 31, 2013 and 2012, we had total unrecognized tax benefits of $90.5 million and $95.9 million, respectively, excluding interest, of which none would impact our effective tax rate. A reconciliation of the change in our unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012 is as follows: Unrecognized tax benefits, opening balance Gross increases – tax positions in prior period Gross decreases – tax positions in prior periods 2014 2013 2012 $ 90,532 93,668 — (In thousands) $ 95,917 9,162 (14,547) $101,408 841 (6,332) Unrecognized tax benefits, ending balance $184,200 $ 90,532 $ 95,917 Periodically we make payments to taxing jurisdictions which reduce our uncertain tax benefits, but are not included in the reconciliation above, as the position is not yet settled. The amount of payments that reduced our uncertain tax benefits was $144.1 million at December 31, 2014 and zero at December 31, 2013 and 2012, respectively. Based on our assessment of the expected outcome of existing examinations or examinations that may commence, or as a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits, excluding accrued interest, for tax positions taken regarding previously filed tax returns will materially change from those recorded at December 31, 2014. As of December 31, 2014, there is approximately $184.2 million of unrecognized tax benefits, excluding accrued interest, which due to the reasons above, could significantly increase or decrease during the next twelve months. NOTE 10 COMMITMENTS AND CONTINGENCIES In the normal course of business, from time to time, we are involved in legal proceedings relating to the ownership and operations of our properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material effect on our consolidated financial position, results of operations or liquidity. We had outstanding letters of credit and surety bonds totaling $53.7 million and $58.7 million as of December 31, 2014 and 2013, respectively. These letters of credit and bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. F-38 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We lease land or buildings at certain properties from third parties. Rental payments are expensed as incurred and have, to the extent applicable, been straight-lined over the term of the lease. Contractual rental expense, including participation rent, was $7.3 million, $6.3 million and $5.4 million for 2014, 2013 and 2012, respectively. The amortization of above and below-market ground leases and straight-line rents included in the contractual rent amount, was not significant. Our obligations for minimum rentals under non-cancelable operating leases are as follows: Ground lease and other leasing commitments South Street Seaport 2015 2016 2017 2018 2019 (In thousands) Subsequent / Other Total $8,151 $9,308 $9,687 $7,717 $7,933 $329,233 $372,029 On June 27, 2013, the City of New York executed the amended and restated ground lease for South Street Seaport. The restated lease terms provide for annual fixed rent of $1.2 million starting July 1, 2013 with an expiration of December 30, 2072, including our options to extend. The rent escalates at 3.0% compounded annually. On July 1, 2018 the base rent will be adjusted to the higher of the fair market value or the then base rent. In addition to the annual base rent of $1.2 million, we are required to make annual payments of $210,000 as additional rent through the term of the lease. The additional rent escalates annually at the Consumer Price Index. We are entitled to a total rent credit of $1.5 million, to be taken monthly over a 30-month period. Simultaneously with the execution of the lease, we executed a completion guaranty for the redevelopment of Pier 17. The completion guaranty requires us to perform certain obligations under the lease, including the commencement of construction by October 1, 2013 with a scheduled completion date in 2017. In the fourth quarter of 2012, the Uplands portion of South Street Seaport suffered damage due to flooding as a result of Superstorm Sandy. Reconstruction efforts are ongoing and the property is only partially operating. We have received $47.6 million in insurance proceeds through December 31, 2014 related to our claim. We have recognized a total of $36.8 million in Other income to date, including $24.6 million during the year ended December 31, 2014. We believe that our insurance will reimburse substantially all of the costs of repairing the property and will also compensate us for substantially all lost income resulting from the storm. F-39 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 OTHER ASSETS AND LIABILITIES The following table summarizes the significant components of Prepaid expenses and other assets: Special Improvement District receivable Equipment, net of accumulated depreciation of $2.4 million and $0.7 million, respectively Tenant incentives and other receivables Federal income tax receivable Prepaid expenses Below-market ground leases (Note 12) Condominium deposits Security and escrow deposits Above-market tenant leases (Note 12) Uncertain tax position asset In-place leases (Note 12) Intangibles Other December 31, 2014 2013 (In thousands) $ 33,318 $ 39,688 20,284 14,264 8,629 9,196 19,663 151,592 9,829 4,656 383 32,715 3,593 2,014 21,978 6,757 6,053 4,744 20,002 12,405 28,082 1,095 13,528 9,306 3,714 6,588 $310,136 $173,940 The $136.2 million increase as of December 31, 2014 compared to 2013 primarily relates to a $139.2 million increase in condominium deposits at Ward Village, $23.4 million increase in acquired in-place leases primarily attributable to our acquisition of the 10-60 Columbia Corporate Center buildings and 1701 Lake Robbins in 2014 and $7.5 million increase in tenant incentives and other receivables primarily relating to newly executed leases at Downtown Summerlin and Outlet Collection at Riverwalk. These increases are offset by a decrease of $18.3 million in security and escrow deposits primarily related to our acquisition of 80 South Street and $13.1 million decrease in uncertain tax position related to a tax benefit for the interest paid to the Internal Revenue Service related to the Tax Court Ruling. F-40 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the significant components of Accounts payable and accrued expenses: Construction payables Accounts payable and accrued expenses Condominium deposits Membership deposits Above-market ground leases (Note 12) Deferred income Accrued interest Accrued real estate taxes Tenant and other deposits Accrued payroll and other employee liabilities Interest rate swaps Special Assessment Other December 31, 2014 2013 (In thousands) $170,935 34,154 82,150 21,023 2,272 65,675 14,791 9,903 12,756 25,838 3,144 2,326 21,050 $106,741 44,798 12,405 19,665 2,431 26,328 17,463 8,581 9,490 15,666 4,164 2,603 13,656 $466,017 $283,991 The $182.0 million increase as of December 31, 2014 compared to 2013 is primarily due to the increase of $69.7 million in condominium deposits for the two new market rate towers at Ward Village, a $64.2 million increase in construction payables primarily due to increased development activities at Downtown Summerlin, Ward Village, and the Outlet Collection at Riverwalk, $46.7 million increase in deferred income primarily due to increased land sales and the deferral of a portion of the income for post-sale land development obligations at our Summerlin MPC, and $10.2 million increase in accrued payroll and other employee liabilities due to increased headcount and compensation costs. These increases are offset by a $3.8 million decrease in membership deposits at the Club at Carlton Woods. F-41 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 INTANGIBLES Intangible Assets and Liabilities The following table summarizes our intangible assets and liabilities: As of December 31, 2014 Tenant leases: In-place value Above-market Below-market Ground leases: Above-market Below-market As of December 31, 2013 Tenant leases: In-place value Above-market Below-market Ground leases: Above-market Below-market Gross Asset (Liability) Accumulated (Amortization) / Accretion Net Carrying Amount (In thousands) $39,634 5,342 (6,184) (3,545) 23,096 $14,633 1,596 (482) (3,546) 23,096 $(6,919) (686) 296 $32,715 4,656 (5,888) 1,273 (3,433) (2,272) 19,663 $(5,327) (501) 150 $ 9,306 1,095 (332) 1,115 (3,094) (2,431) 20,002 The tenant in-place, above-market and below-market lease intangible assets and the above-market and below-market ground lease intangible assets resulted from real estate acquisitions. The in-place value of tenant leases are included in Prepaid expenses and other assets in our Consolidated Balance Sheets and are amortized over periods that approximate the related lease terms. The above-market and below- market tenant and ground leases are included in Prepaid expenses and other assets and Accounts payable and accrued expenses as detailed in Note 11 – Other Assets and Other Liabilities and are amortized over the remaining non-cancelable terms of the respective leases. Amortization/accretion of these intangible assets and liabilities decreased our income (excluding the impact of noncontrolling interest and the provision for income taxes) by $1.8 million in 2014, $3.1 million in 2013 and $2.5 million in 2012. Future amortization/accretion is estimated to decrease income (excluding the impact of noncontrolling interest and the provision for income taxes) by $10.6 million in 2015, $7.6 million in 2016, $5.6 million in 2017, $3.7 million in 2018, $2.7 million in 2019, and $18.7 million thereafter. NOTE 13 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to interest rate risk related to our variable interest rate debt, and we manage this risk by utilizing interest rate derivatives. Our objectives in using interest rate derivatives are to add stability to interest costs by reducing our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company’s fixed-rate payments over the life of the agreements without exchange of F-42 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (‘‘AOCI’’) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the years ended December 31, 2014, 2013 and 2012, the ineffective portion recorded in earnings was insignificant. As of December 31, 2014 and 2013, we had gross notional amounts of $172.0 million for interest rate swaps and a $100.0 million interest rate cap that were designated as cash flow hedges of interest rate risk. The fair value of the interest rate cap derivative was insignificant. If the interest rate swap agreements are terminated prior to their maturity, the amounts previously recorded in AOCI are recognized into earnings over the period that the hedged transaction impacts earnings. If the hedging relationship is discontinued because it is probable that the forecasted transaction will not occur according to the original strategy, any related amounts previously recorded in AOCI are recognized in earnings immediately. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. Over the next 12 months, we estimate that an additional $1.8 million will be reclassified to interest expense. The table below presents the fair value of our derivative financial instruments which are included in accounts payable and accrued liabilities in the Consolidated Balance Sheets: Interest rate swaps As of December 31, 2014 2013 (In thousands) $3,144 $4,164 Total derivatives designated as hedging instruments $3,144 $4,164 The tables below present the effect of our derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31, 2014 and 2013: Cash Flow Hedges Interest rate swaps Year Ended December 31, 2014 2013 Year Ended December 31, 2014 2013 Amount of Loss Recognized in OCI Amount of Gain Recognized in OCI Location of Loss Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings Amount of Loss Reclassified from AOCI into Earnings (In thousands) $(1,192) $(1,192) $1,306 $1,306 Interest expense (In thousands) $(2,195) $(2,195) $(1,236) $(1,236) F-43 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table summarizes AOCI: Changes in Accumulated Other Comprehensive Income (Loss) by Component (a) Gains and (Losses) on Cash Flow Hedges (In Thousands) Balance as of January 1, 2014 Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) Net current-period other comprehensive income Balance as of December 31, 2014 Balance as of January 1, 2013 Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income (loss) Net current-period other comprehensive income Balance as of December 31, 2013 For the Year Ended December 31, 2014 $(8,222) (1,685) 2,195 510 $(7,712) For the Year Ended December 31, 2013 $(9,575) 117 1,236 1,353 $(8,222) (a) All amounts are net of tax. The following table summarizes the amounts reclassified out of AOCI: Reclassifications out of Accumulated Other Comprehensive Income (Loss) (In thousands) Amounts reclassified from Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income Components Affected line item in the Statement of Operations For the Year Ended December 31, 2014 For the Year Ended December 31, 2013 Gains and losses on cash flow hedges Interest rate swaps Interest expense Provision for income taxes Total reclassifications for the period Net of tax $(2,502) 307 $(2,195) $ (967) (269) $(1,236) F-44 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 STOCK BASED PLANS On November 9, 2010 (the ‘‘Effective Date’’), HHC adopted The Howard Hughes Corporation 2010 Equity Incentive Plan (the ‘‘Equity Plan’’). Pursuant to the Equity Plan, 3,698,050 shares of HHC common stock were reserved for issuance. The Equity Plan provides for grants of options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation (collectively, ‘‘the Awards’’). Directors, employees and consultants of HHC and its subsidiaries and affiliates are eligible for awards. The Equity Plan is administered by the Compensation Committee of the Board of Directors (‘‘Committee’’). Option grant amounts are awarded by the Committee. Compensation cost for share-based payment arrangements totaled $8.2 million, $5.7 million and $4.3 million for 2014, 2013 and 2012, respectively. As of December 31, 2014, there were a maximum of 2,434,995 shares available for future grant under our various stock plans. Stock Options The following tables summarize stock option activity: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In years) Stock options outstanding at January 1, 2012 Granted Exercised Forfeited Expired Stock options outstanding at December 31, 2012 Granted Exercised Forfeited Expired Stock options outstanding at December 31, 2013 Granted Exercised Forfeited Expired 712,640 200,000 — (50,700) — $ 57.72 64.19 — 58.62 — 861,940 $ 59.17 132,100 — (28,600) — 99.38 — 62.40 — 965,440 $ 64.57 116,500 — (35,450) — 144.26 — 87.45 — Stock options outstanding at December 31, 2014 1,046,490 $ 72.61 Stock options exercisable at December 31, 2014 400 $ 57.77 Remaining unvested options outstanding and expected to vest 1,024,077 $ 72.33 7.0 2.5 7.0 $61,986,678 $ 29,060 $60,907,525 F-45 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Information related to stock options outstanding as of December 31, 2014 is summarized below: Range of Exercise Prices $46.49 - $55.82 $57.77 - $60.33 $61.64 - $69.75 $81.80 - $110.50 $125.09 - $151.72 Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term Number Exercisable 63,500 580,400 170,240 128,100 104,250 1,046,490 $ 51.26 57.95 66.17 99.90 144.17 $ 71.02 (In years) 6.8 6.3 7.3 8.5 9.4 7.0 — 400 — — — 400 The fair value on the grant date and the significant assumptions used in the Black-Scholes option- pricing model are as follows: As of December 31, 2014 2013 2012 Grant date fair value Expected life of options (in years) Risk-free interest rate Expected volatility Expected annual dividend per share $19.33 7.3 $28.04 $48.65 7.5 7.3 2.2% 1.8% 1.4% 25.7% 22.0% 25.0% — — — The computation of the expected volatility assumption used in the Black-Scholes calculations is based on the median asset volatility of comparable companies as of each of the grant dates. Generally, options granted vest over requisite service periods or on a graduated scale based on total shareholder returns, expire ten years after the grant date and generally do not become exercisable until their restrictions on exercise lapses after the five – year anniversary of the grant date. For options that vest based on shareholder returns, the grant date fair values are calculated using a Monte-Carlo approach which simulates our stock price on the corresponding vesting dates before applying the Black Scholes model. The balance of unamortized stock option expense as of December 31, 2014 is $12.8 million, which is expected to be recognized over a weighted-average period of 3.0 years. Expense associated with stock options was $4.3 million, $3.5 million and $3.0 million for the years ended December 31, 2014, 2013 and 2012, respectively, which are included in General and administrative expense in the accompanying Consolidated Statements of Operations. Restricted Stock Restricted stock awards issued under the Equity Plan provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed as established by the Committee. In addition to the granting of restricted stock to certain members of management, we award restricted stock to our non-employee directors as part of their annual retainer. The management awards vest over five years, and the restriction on the non-employee director shares lapse in June of each year. Generally, upon termination of employment or directorship, restricted stock units and restricted shares which have not vested are forfeited. F-46 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes restricted stock activity: Restricted stock outstanding at January 1, 2012 Granted Vested Restricted stock outstanding at December 31, 2012 Granted Vested Restricted stock outstanding at December 31, 2013 Granted Vested Restricted stock outstanding at December 31, 2014 Weighted Average Grant Date Fair Value $ 65.18 63.86 59.77 $ 65.72 79.77 60.15 $ 75.21 $126.38 97.72 $ 92.02 Shares 42,553 27,933 (12,553) 57,933 77,434 (13,033) 122,334 61,750 (11,394) 172,690 The grant date fair value of the restricted stock is based on the closing sales price of our common stock on the grant date. For restricted stock awards that vest based on shareholder returns, the grant date fair values are calculated using a Monte-Carlo approach which simulates expected stock value on corresponding vesting dates and then discounts that back to the valuation date. Recognized compensation expense of $3.9 million, $2.2 million and $1.3 million for the years ended December 31, 2014, 2013 and 2012, respectively, and are included in General and administrative expense related to restricted stock awards in the accompanying Consolidated Statements of Operations. The fair value of restricted stock that vested during 2014 was $1.7 million. The balance of unamortized restricted stock expense as of December 31, 2014 was $10.4 million, which is expected to be recognized over a weighted-average period of 3.33 years. NOTE 16 RENTALS UNDER OPERATING LEASES We receive rental income from the leasing of retail, office, multi-family and other space under operating leases. Such operating leases are with a variety of tenants, the majority of which are national and regional retail chains and local retailers. The minimum future rentals based on operating leases of our consolidated properties held as of December 31, 2014 are as follows: Year 2015 2016 2017 2018 2019 Subsequent Total Minimum Rent (In thousands) $112,488 103,487 96,518 88,816 81,872 309,936 Minimum future rentals exclude amounts which are payable by certain tenants based upon a percentage of their gross sales or as reimbursement of operating expenses and amortization of above-market and below-market tenant leases. F-47 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Percentage rent in lieu of fixed minimum rent recognized from tenants for the years ended December 31, 2014, 2013 and 2012 was $2.9 million, $2.2 million and $3.8 million, respectively. Overage rent of approximately $2.4 million, $2.6 million, and $2.8 million for the years ended December 31, 2014, 2013 and 2012, respectively, are included in Other rental and property revenues in our Consolidated Statements of Operations. NOTE 17 SEGMENTS We have three business segments which offer different products and services. Our three segments are managed separately because each requires different operating strategies or management expertise and are reflective of management’s operating philosophies and methods. In addition, our segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur. We do not distinguish or group our combined operations on a geographic basis. Furthermore, all operations are within the United States. Our reportable segments are as follows: (cid:129) Master Planned Communities (‘‘MPCs’’) – includes the development and sale of land, in large- scale, long-term community development projects in and around Las Vegas, Nevada; Houston, Texas; and Columbia, Maryland. For the year ended December 31, 2014, one commercial land sales buyer represented 11% of revenues of the Company. (cid:129) Operating Assets – includes retail, office, and multi-family properties, The Woodlands Resort & Conference Center, The Club at Carlton Woods and other real estate investments. These assets are currently generating revenues, and we believe there is an opportunity to redevelop or reposition certain of these assets to improve operating performance. (cid:129) Strategic Developments – includes our condominium projects and all other properties held for development which have no substantial operations. Our segments are managed separately, therefore we use different operating measures to assess operating results and allocate resources among the segments. The one common operating measure used to assess operating results for the business segments is Real Estate Property Earnings Before Taxes (‘‘REP EBT’’) which represents the operating revenues of the properties less property operating expenses and adjustments for interest, as further described below. We believe that REP EBT provides useful information about the operating performance of all of our properties. REP EBT, as it relates to our business, is defined as net income (loss) excluding general and administrative expenses, corporate other income, corporate interest income, corporate interest and depreciation expense, provision for income taxes, warrant liability gain (loss), loss on settlement of tax indemnity receivable, and the change in tax indemnity receivable. We present REP EBT because we use this measure, among others, internally to assess the core operating performance of our assets. We also present this measure because we believe certain investors use it as a measure of a company’s historical operating performance and its ability to service and incur debt. We believe that the inclusion of certain adjustments to net income (loss) to calculate REP EBT is appropriate to provide additional information to investors. F-48 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Segment operating results are as follows: Master Planned Communities Land sales Builder price participation Minimum rents Other land revenues Total revenues Cost of sales – land Land sales operations Land sales real estate and business taxes Provision for (recovery of) doubtful accounts Depreciation and amortization Interest income Interest expense (*) Total expenses MPC EBT Operating Assets Minimum rents Tenant recoveries Resort and conference center revenues Other rental and property revenues Total revenues Other property operating costs Rental property real estate taxes Rental property maintenance costs Resort and conference center operations Provision for doubtful accounts Demolition costs Development-related marketing costs Depreciation and amortization Interest income Interest expense Equity in Earnings from Real Estate and Other Affiliates Total expenses Operating Assets EBT Strategic Developments Minimum rents Tenant recoveries Condominium rights and unit sales Other land revenues Other rental and property revenues Total revenues Condominium rights and unit cost of sales Other property operating costs Real estate taxes Rental property maintenance costs Provision for (recovery of) doubtful accounts Demolition costs Development-related marketing costs Other income, net Depreciation and amortization Interest expense (*) Equity in Earnings from Real Estate and Other Affiliates Total expenses Strategic Developments EBT REP EBT Year Ended December 31, 2014 2013 2012 (In thousands) $325,099 20,908 818 16,470 $251,217 9,356 781 13,416 $182,643 5,747 576 18,073 363,295 274,770 207,039 119,672 31,932 9,862 (11) 397 (118) (19,620) 142,114 221,181 95,807 28,133 37,921 24,429 124,040 30,826 7,588 — 32 (16) (18,678) 143,792 130,978 80,124 20,901 39,201 20,360 89,298 32,817 7,558 — 72 (45) (14,598) 115,102 91,937 81,140 23,210 39,782 20,959 186,290 160,586 165,091 62,752 14,860 8,592 31,829 1,399 6,712 9,770 49,272 (151) 17,081 (2,025) 61,146 12,065 7,552 29,454 835 2,078 3,462 31,427 (135) 19,146 (3,893) 60,072 11,292 8,073 29,112 1,335 — — 23,318 (185) 16,289 (3,683) 200,091 163,137 145,623 (13,801) (2,551) 19,468 609 220 83,565 33 553 84,980 49,995 4,282 2,547 543 16 22 13,013 (2,373) 1,706 (11,918) (21,311) 36,522 48,458 763 167 32,969 — 163 34,062 16,572 5,547 2,226 531 — — 1,449 (3,609) 189 (4,318) (10,535) 8,052 26,010 905 141 267 — 3,443 4,756 96 3,094 2,351 582 (111) — — — 225 219 — 6,456 (1,700) $255,838 $154,437 $109,705 (*) Negative interest expense amounts are due to interest capitalized in our Master Planned Communities and Strategic Developments segments related to Operating Assets segment debt and the Senior Notes. F-49 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following reconciles REP EBT to GAAP-basis income (loss) before taxes: Reconciliation of REP EBT to GAAP-net income (loss) before taxes 2014 2013 2012 Year Ended December 31, REP EBT General and administrative Corporate interest income/(expense), net Warrant liability loss Increase (reduction) in tax indemnity receivable Loss on settlement of tax indemnity receivable Corporate other income, net Corporate depreciation and amortization Income (loss) before taxes (In thousands) $255,838 $ 154,437 $ 109,705 (36,548) (48,466) (73,569) 10,153 (30,819) (10,575) (185,017) (60,520) (181,987) (20,260) (1,206) — — 2,125 25,869 (814) (2,197) 90 (74,095) 27,098 (4,583) $ 39,440 $ (64,125) $(120,656) The following reconciles segment revenues to GAAP-basis consolidated revenues: Reconciliation of Segment Basis Revenues to GAAP Revenues 2014 2013 2012 Year Ended December 31, Master Planned Communities Operating Assets Strategic Developments Total revenues $363,295 186,290 84,980 (In thousands) $274,770 160,586 34,062 $207,039 165,091 4,756 $634,565 $469,418 $376,886 The assets by segment and the reconciliation of total segment assets to the total assets in the Consolidated Balance Sheets are summarized as follows: Master Planned Communities Operating Assets Strategic Developments Total segment assets Corporate and other Total assets Year Ended December 31, 2014 2013 (In thousands) $1,877,043 1,934,350 879,896 $1,760,639 1,158,337 462,525 4,691,289 428,642 3,381,501 1,186,367 $5,119,931 $4,567,868 A portion of the tax indemnification asset in the amount of $185.7 million was incorrectly included in the Operating Assets segment at December 31, 2013 rather than the Corporate segment. The amounts in the table above at December 31, 2013 have been corrected to appropriately include the entire tax indemnification asset of $320.5 million in the Corporate segment. The increase in the Operating Asset segment asset balance as of December 31, 2014 of $776.0 million compared to 2013 is primarily due to the opening of Downtown Summerlin, $423.7 million; the reopening of The Outlet Collection at Riverwalk, $53.8 million; the acquisitions of 10-60 Columbia Office Properties, $130 million, 85 South Street, $24.4 million and the fee simple interest at 110 Wacker, $12.2 million; the placing in service of Two Hughes Landing, $45.2 million and 3831 F-50 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Technology Forest Drive, $16.6 million; increased development expenditures at Seaport, $61.0 million; and the completion of the renovation at The Woodlands Resort & Conference Center $52.4 million. The increase in the Strategic Development segment’s asset balance as of December 31, 2014 of $394.1 million compared to December 31, 2013 is primarily due to $151.6 million of buyer deposits collected on the sale of condominium units for both Waiea Condominiums and Anaha Condominiums in Ward Village, the $141.8 million purchase of a land parcel near South Street Seaport, development costs of $78.0 million for the 1725-35 Hughes Landing Boulevard office buildings, $41.6 million for Ward Village, $58.7 million for One Lake’s Edge, $20.3 million for Hughes Landing Retail, $18.8 million for Waterway Square Hotel (Westin), $31.9 million for various other development projects at The Woodlands, $22.2 million in buildings and equipment from the completion of the transformation of the IBM building at Ward Village into an information center and sales gallery, and the reduction of $163.8 million resulting from the transfer of Downtown Summerlin and Two Hughes Landing to the Operating segment. Corporate and other assets as of December 31, 2014 consist primarily of Cash and cash equivalents. The $757.7 million decrease compared to December 31, 2013 is primarily due to cash used to fund the Conroe and Seaport District Assemblage acquisitions, as well as a $65.3 million tax payment made to the IRS as a result of the Tax Court case ruling net of $138.0 million received from GGP in connection with the Settlement Agreement. See Note 9 – Income Taxes. NOTE 18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Total revenues Operating income Net income (loss) Net income (loss) attributable to common 2014 First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except share amounts) $ 98,653 13,947 (86,331) $209,631 91,781 (14,733) $119,228 23,850 45,615 $ 207,053 37,144 31,929 stockholders (86,316) (14,760) 45,615 31,930 Earnings (loss) per share: Basic Diluted Weighted average shares outstanding: Basic Diluted (2.19) (2.19) (0.37) (0.37) 1.16 0.48(a) 0.81 (1.18)(a) 39,454 39,454 39,458 39,458 39,465 43,171 39,464 43,027 F-51 THE HOWARD HUGHES CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Total revenues Operating income Net income (loss) Net income (loss) attributable to common stockholders Earnings (loss) per share: Basic Diluted Weighted average shares outstanding: Basic Diluted 2013 First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except share amounts) $ 90,091 9,294 (23,170) $145,759 47,790 (76,496) $99,615 10,700 7,433 $133,953 43,430 18,538 (23,124) (76,554) 7,335 18,533 (0.59) (0.59) (1.94) (1.94) 0.19 0.17(a) 0.47 0.44(a) 39,441 39,441 39,445 39,445 39,454 42,439 39,454 42,529 (a) Diluted earnings per share includes the impact of warrants, in the money options and restricted stock. Net income was also adjusted for the warrant gain during the period. F-52 e t a D / d e r i u q c A d e t e l p m o C f o e t a D d e t a l u m u c c A n o i t c u r t s n o C ) f ( n o i t a i c e r p e D l a t o T s g n i d l i u B d n a - e v o r p m I ) e ( s t n e m s g n i d l i u B d n a - e v o r p m I ) f ( s t n e m d n a L s g n i d l i u B d n a - e v o r p m I ) f ( s t n e m - m u c n E d n a L ) a ( s e c n a r b n o i t a c o L 2 0 0 2 6 0 0 2 — 4 0 0 2 7 0 0 2 7 9 9 1 5 0 0 2 4 0 0 2 4 0 0 2 4 1 0 2 4 1 0 2 2 0 0 2 2 0 0 2 — 4 0 0 2 3 0 0 2 — — 2 1 0 2 — — — 4 0 0 2 4 1 0 2 1 1 0 2 — 5 9 9 1 3 0 0 2 4 0 0 2 2 1 0 2 1 1 0 2 — — — 9 9 5 — — — 2 1 6 , 1 7 1 5 , 2 1 6 0 2 , 1 — — 4 4 2 6 , 1 — 6 4 1 , 2 — — 6 9 2 6 2 6 , 1 — — — 9 3 — — — 6 0 1 8 1 1 , 8 0 1 8 , 5 3 1 5 , 1 $ 9 7 6 $ 9 7 6 $ 5 7 4 , 5 2 3 8 7 , 7 4 6 1 3 , 8 1 4 3 7 2 , 4 7 9 0 , 1 2 0 4 0 6 0 , 2 2 9 1 9 , 6 3 1 5 6 8 , 8 2 4 8 2 , 9 9 6 1 7 , 0 2 0 1 8 , 6 4 5 0 , 5 1 5 7 4 , 5 2 3 8 7 , 7 4 3 2 5 , 3 7 9 0 , 1 2 3 7 2 , 4 0 4 9 7 7 , 0 2 0 4 9 , 1 1 1 5 6 8 , 8 2 — 2 5 2 , 5 6 1 7 , 0 2 4 5 0 , 5 1 — — — — — — 1 8 2 , 1 9 7 9 , 4 2 — — 8 5 5 , 1 4 8 2 , 9 9 — 3 9 7 , 4 1 4 d n a L 7 4 6 , 6 5 3 9 9 3 , 9 3 3 8 4 2 , 7 1 2 1 4 , 8 2 5 7 , 6 0 2 3 , 6 2 1 4 7 , 6 3 0 5 0 , 7 3 8 0 0 , 3 1 9 9 5 , 4 8 9 7 5 , 8 1 8 8 3 , 5 5 5 7 , 3 0 0 8 , 4 6 1 2 3 6 9 7 , 8 3 8 3 7 , 6 6 9 1 9 , 1 7 3 0 8 , 5 1 2 1 4 , 8 2 5 7 , 6 0 2 3 , 6 2 2 6 0 , 5 3 1 4 9 , 4 3 8 0 0 , 3 1 9 9 5 , 4 8 9 7 5 , 8 1 5 2 7 , 3 — 1 2 3 0 0 8 , 4 6 4 5 8 , 6 8 0 8 , 9 2 2 0 0 , 6 5 4 7 8 , 3 1 — — — 8 7 6 , 1 9 0 1 , 2 — — — 3 6 6 , 1 5 5 7 , 3 — — 8 8 9 , 8 3 8 8 , 9 5 7 1 9 , 5 1 9 2 9 , 1 5 7 4 , 5 2 ) 5 7 5 , 5 2 ( — 5 7 5 , 5 2 $ ) 1 8 3 , 1 ( $ ) 0 4 7 ( $ 0 6 0 , 2 $ 0 4 7 $ 3 8 7 , 7 4 — — — — $ D I , o l l e t a c o P I H , l l u u o n o H X T , s a l l a D 2 2 2 , 7 5 2 4 8 8 , 5 1 X T , s d n a l d o o W e h T — 3 2 5 , 3 7 9 0 , 1 2 — — 1 7 5 , 7 5 1 — — ) 1 4 2 , 4 2 ( ) 4 6 1 , 3 ( 4 1 5 , 8 2 0 4 6 5 2 , 6 3 9 4 , 3 8 — — — — 4 0 4 , 3 2 — — ) 1 7 2 , 2 2 ( ) 3 1 6 , 7 ( 3 1 9 2 1 4 , 8 4 5 0 , 5 1 9 9 3 , 9 3 3 — 0 2 3 , 6 2 2 6 0 , 5 3 1 4 9 , 4 3 — 9 9 5 , 4 8 9 7 5 , 8 1 — — 1 2 3 0 0 8 , 4 6 ) 7 2 4 , 7 3 ( 4 5 8 , 6 — 9 5 9 , 1 — — 8 4 2 , 7 1 — — — 8 7 6 , 1 9 0 1 , 2 — — — — — — — — ) 0 2 3 ( ) 8 0 4 , 9 1 ( ) 9 6 6 , 7 9 3 ( — 3 2 5 , 4 1 7 4 4 , 8 2 5 6 8 , 8 2 — 9 3 3 , 4 7 8 9 , 2 4 — — — 2 5 7 , 6 — — — — — 5 2 7 , 3 8 0 0 , 3 1 — — — — 5 3 2 , 7 6 2 0 0 , 6 5 5 1 9 , 1 1 — 4 6 1 , 3 — 1 8 2 , 1 5 7 5 , 1 — 3 1 6 , 7 8 5 5 , 1 4 8 2 , 9 9 — — — — — — — — — — 3 6 6 , 1 5 5 7 , 3 0 2 3 — 6 9 3 , 8 2 2 5 5 , 7 5 4 9 2 9 , 1 7 1 9 , 5 1 — — — — 0 0 0 , 0 2 3 1 5 , 0 2 — — — — 3 5 1 , 9 2 2 — — 4 2 4 , 7 1 0 0 0 , 2 5 2 9 9 , 9 1 — 3 1 5 , 7 4 — 0 0 6 , 4 — 7 8 7 , 0 4 — — — 4 8 5 , 5 5 4 7 0 , 3 1 X T , h t r o W t r o F / s a l l a D D M D M D M , y t n u o C d r a w o H , y t n u o C d r a w o H , y t n u o C d r a w o H T U T U , y t i C e k a L , y t i C e k a L t l a S t l a S X T , s d n a l d o o W e h T X T , e o r n o C L A , m a h g n i m r i B C N , e t t o l r a h C X T X T X T X T X T X T V N , s a g e V s a L A C , e v o r G k l E , s d n a l d o o W e h T , s d n a l d o o W e h T , s d n a l d o o W e h T , s d n a l d o o W e h T , s d n a l d o o W e h T , s d n a l d o o W e h T L F , i m a i M X T X T X T , s d n a l d o o W e h T , s d n a l d o o W e h T , s d n a l d o o W e h T L I , l o o V t a t a s t n u o m A s s o r G d e i r r a C h c i h W ) d ( d o i r e P f o e s o l C d e z i l a t i p a C s t s o C t n e u q e s b u S ) c ( n o i t i s i u q c A o t ) b ( t s o C l a i t i n I N O I T A I C E R P E D D E T A L U M U C C A D N A E T A T S E L A E R — I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D r e t n e C r e w o P d n a h c n a R T e l c r i C r e t n e C e t a r o p r o C a i b m u o C 0 7 l s m u i n i m o d n o C a h a n A l l i H t n i M t a s e g d i r B a z a l P y r u t n e C d n a l e g d i r B a z a l P a d e m a l A e n w o T n e l l A r e t n e C f o e m a N ) s d n a s u o h t n i $ ( g n i d l i u B l a n o i g e R a i b m u o C l n e e r G e g a l l i V e d i s k e e r C e r a u q S d o o w n o t t o C l l a M d o o w n o t t o C n i l r e m m u S n w o t n w o D e d a n e m o r P e v o r G k l E l e t o H g n i d n a L s e h g u H l i a t e R g n i d n a L s e h g u H g n i d n a L s e h g u H e n O g n i d n a L s e h g u H o w T g n i d n a L s e h g u H e e r h T e o r n o C d r a v e l u o B g n i d n a L s e h g u H 5 3 - 5 2 7 1 e v i r D s d n a l d o o W e k a L s n i b b o R e k a L 1 0 7 1 1 0 2 2 r e t n e C n w o T l l a d n e K e g d E s ’ e k a L e n O d n a L l ) o o V ( r o o m e k a L s e i t r e p o r P e c i f f O a i b m u o C l F-53 D M , y t n u o C d r a w o H X T X T , s d n a l d o o W e h T , s d n a l d o o W e h T A V , a i r d n a x e l A s t n e m t r a p A y a w r e t a W m u i n n e l l i M s l i a r T w e N 3 0 3 9 s e i t i n u m m o C d n a l y r a M l l a M k r a m d n a L e t a D / d e r i u q c A d e t e l p m o C f o e t a D d e t a l u m u c c A n o i t c u r t s n o C ) f ( n o i t a i c e r p e D l a t o T s g n i d l i u B d n a - e v o r p m I ) e ( s t n e m 7 9 9 1 4 0 0 2 4 0 0 2 4 0 0 2 4 1 0 2 1 1 0 2 — 1 1 0 2 1 1 0 2 1 1 0 2 — 2 0 0 2 — 1 1 0 2 2 1 0 2 1 1 0 2 — 1 1 0 2 4 0 0 2 1 8 9 1 — 8 0 0 2 6 6 3 , 3 1 1 9 3 , 4 4 2 2 , 0 2 0 2 5 — 0 4 4 1 2 (cid:5) 4 9 3 — 4 8 1 8 7 3 , 1 2 2 0 , 4 — 8 4 5 — 2 6 1 , 3 5 0 0 , 7 — 1 0 1 , 1 — 2 1 6 , 6 8 4 0 , 4 1 5 5 , 2 5 5 4 7 , 6 4 7 1 6 , 2 9 9 9 1 , 6 9 5 1 0 , 4 4 1 7 2 4 , 4 2 1 6 4 6 , 2 6 8 8 0 7 , 4 1 4 8 0 , 7 1 4 8 4 , 1 9 4 7 , 0 2 2 8 4 8 , 2 1 6 8 5 , 2 2 1 5 5 5 , 0 3 0 3 4 , 1 2 4 4 1 1 , 5 2 0 7 , 6 2 6 9 , 2 4 1 3 7 , 9 5 3 7 4 , 2 2 4 3 8 , 1 1 0 7 6 , 3 2 5 1 6 , 5 1 3 6 3 , 7 1 6 9 4 , 4 3 7 1 6 , 2 9 3 7 4 , 8 7 5 1 0 , 4 4 1 4 1 5 , 8 0 1 7 8 9 4 9 1 , 4 1 6 9 8 , 2 4 8 4 , 1 2 3 9 , 9 3 0 3 , 6 8 2 3 , 9 0 1 5 5 5 , 0 3 0 8 5 , 8 7 2 4 1 1 , 5 1 6 3 , 5 4 1 2 , 2 4 1 0 3 , 8 5 3 7 4 , 2 2 8 8 4 , 9 7 1 6 , 3 2 5 4 0 , 4 1 3 6 3 , 7 1 — 9 4 2 , 2 1 — 7 2 7 , 7 1 3 1 9 , 5 1 9 5 6 , 1 6 8 4 1 5 9 8 1 , 4 1 — — 6 4 5 , 6 8 5 2 , 3 1 6 1 8 , 0 1 2 d n a L s g n i d l i u B d n a - e v o r p m I ) f ( s t n e m 1 6 4 , 5 ) 6 9 8 , 1 ( 5 2 9 — 0 3 6 , 0 0 1 7 8 9 — 9 3 4 , 2 4 8 4 , 1 8 1 1 3 0 3 , 6 5 4 3 , 1 7 — 9 4 2 , 2 1 — 1 0 2 , 1 — 3 1 9 , 5 1 d n a L 3 9 3 — — 9 8 6 — — ) 0 8 1 , 7 5 ( 0 5 8 , 2 4 1 9 5 2 , 9 8 1 ) 7 5 1 , 1 2 ( — 1 4 3 , 1 8 4 7 0 3 4 , 1 — 6 4 3 , 2 3 5 0 7 5 , 1 — — 6 0 1 , 1 8 4 7 , 6 4 1 2 , 2 4 7 1 6 — 7 1 6 , 3 2 5 4 0 , 4 1 ) 1 ( — — — — — 3 5 0 7 5 , 1 4 9 1 , 4 1 4 1 5 ) 0 2 5 , 8 2 1 ( — 9 7 1 , 0 9 9 9 8 3 , 2 2 5 3 0 , 9 2 3 1 5 , 4 9 8 4 5 , 7 7 4 8 8 , 7 5 1 0 , 4 4 1 — — 6 2 5 , 6 1 — — 0 0 0 , 9 2 8 1 1 , 7 4 — — — 7 5 4 — 4 1 8 , 9 — 3 8 9 , 7 3 5 5 5 , 0 3 1 2 3 , 9 8 4 1 1 , 5 5 5 2 , 4 — 3 5 5 , 1 5 3 7 4 , 2 2 1 7 8 , 8 — — — 6 9 7 , 3 1 7 5 8 , 5 8 5 2 , 3 1 6 9 9 , 7 6 2 — — — — — — 7 2 0 , 6 7 3 6 6 , 6 7 1 — 2 4 3 , 1 8 4 7 0 3 4 , 1 — 6 4 3 , 2 — — — — 0 0 0 , 2 5 9 8 2 , 8 3 — 0 3 3 , 4 1 — — 7 0 0 , 4 6 1 6 1 7 , 8 3 2 t a t a s t n u o m A s s o r G d e i r r a C h c i h W ) d ( d o i r e P f o e s o l C d e z i l a t i p a C s t s o C t n e u q e s b u S ) c ( n o i t i s i u q c A o t ) b ( t s o C l a i t i n I 2 8 1 , 7 5 1 $ 6 5 5 , 6 1 1 , 4 $ 2 8 2 , 8 5 1 , 2 $ 3 7 2 , 8 5 9 , 1 $ 5 1 5 , 3 7 1 , 1 $ ) 4 5 1 , 8 2 4 ( $ 7 6 7 , 4 8 9 $ 8 2 4 , 6 8 3 , 2 $ 0 7 4 , 3 9 9 , 1 $ 6 3 3 , 6 1 ) 5 8 8 ( 7 2 0 , 1 5 8 8 4 1 4 , 2 6 7 s u o i r a V X T X T X T X T X T , s d n a l d o o W e h T , s d n a l d o o W e h T , s d n a l d o o W e h T , s d n a l d o o W e h T , s d n a l d o o W e h T X T , s d n a l d o o W e h T J N , n o t e c n i r P I H I H I H , l l u u o n o H , l l u u o n o H , l l u u o n o H g n i s u o H e c r o f k r o W d r a W l i a t e R e g a r a G y a w r e t a W s m u i n i m o d n o C a e i a W e g a l l i V d r a W l e t o H e r a u q S y a w r e t a W e u n e v A y a w r e t a W 5 2 ⁄ 0 2 t s e r o F l h c o d o o W 0 0 4 1 r o s d n i W t s e W e r a u q S y a w r e t a W 3 e r a u q S y a w r e t a W 4 e t a r o p r o C C H H l a t o T A L , s n a e l r O w e N L I , o g a c i h C Y N Y N V N , k r o Y w e N , k r o Y w e N , s a g e V s a L Z A , a i r o e P X T X T , s d n a l d o o W e h T , s d n a l d o o W e h T X T X T X T , s d n a l d o o W e h T , s d n a l d o o W e h T , s d n a l d o o W e h T D M , a i b m u o C l r e t n e C e c n e r e f n o C & t r o s e R s d n a l d o o W e h T s e g a r a G g n i k r a P s d n a l d o o W e h T l a i b m u o C n w o t n w o D n a t i l o p o r t e M e h T s d n a l d o o W e h T k l a w r e v i R t a n o i t c e l l o C t e l t u O r e k c a W . N 0 1 1 s d o o W n o t l r a C t a l b u C e h T t s e r o F l y g o o n h c e T 1 3 8 3 t r o p a e S t e e r t S h t u o S n i l r e m m u S t e e r t S h t u o S 0 8 t s e W k r a P F-54 s g n i d l i u B d n a - e v o r p m I ) f ( s t n e m - m u c n E d n a L ) a ( s e c n a r b n o i t a c o L ) s d n a s u o h t n i $ ( r e t n e C f o e m a N (a) (b) (c) See description of mortgages, notes and other debt payable in Note 8 of the Consolidated Financial Statements. Initial cost for constructed malls is cost at end of first complete calendar year subsequent to opening. For retail and other properties, costs capitalized subsequent to acquisitions is net of cost of disposals or other property write-downs. For Master Planned Communities, costs capitalized subsequent to acquisitions are net of land sales. (d) The aggregate cost of land, building and improvements for federal income tax purposes is approximately $3.5 billion. (e) (f) Depreciation is computed based upon the following estimated lives: Includes all amounts related to Developments. Building and improvements Equipment, tenant improvements and fixtures Computer hardware and software, and vehicles Reconciliation of Real Estate Balance at beginning of year Change in Land Additions Impairments Dispositions and write-offs and land and condominium costs of sales Balance at end of year Reconciliation of Accumulated Depreciation Balance at beginning of year Depreciation Expense Dispositions and write-offs Balance at end of year Years 10-45 5-10 3-5 2014 2013 2012 (In thousands) $3,024,833 296,147 973,833 — $2,746,596 90,124 352,141 — (178,257) (164,028) $2,589,730 66,889 179,372 — (89,395) $4,116,556 $3,024,833 $2,746,596 2014 2013 2012 $ 111,728 50,683 (5,229) (In thousands) $ 112,491 29,637 (30,400) $ 91,605 19,457 1,429 $ 157,182 $ 111,728 $ 112,491 F-55 PROJECT HIGHLIGHTS 43193nar_cxxx.indd 75 3/23/15 9:55 PM 75 BOARD OF DIRECTORS BOARD OF DIRECTORS WILLIAM ACKMAN, CHAIRMAN OF THE BOARD William Ackman is the Founder and Managing Member of the General Partner of Pershing Square Capital Management, L.P., a registered investment adviser founded in 2003. Pershing Square is a concentrated, research-intensive, fundamental value investor in long and occasionally short investments in the public markets, typically focusing on large-cap and mid-cap companies. Mr. Ackman is a member of the Board of Dean’s Advisors of the Harvard Business School, a Trustee of the Pershing Square Foundation and on the Board of Directors at Canadian Pacific Railway. ADAM FLATTO Adam Flatto is the President and Chief Executive Officer of the Georgetown Company, a privately-held real estate investment and development company based in New York City. He has been with The Georgetown Company since 1990, and since that time has been involved with the development, acquisition and ownership of over 20 million square feet of commercial real estate projects throughout the United States. JEFFREY FURBER Jeffrey Furber is the Chief Executive Officer of AEW Capital Management, L.P. (“AEW”) and Chairman of AEW Europe. AEW provides real estate investment management services to investors worldwide. As of early 2015, AEW and its affiliates managed over $53 billion of real estate assets and securities on behalf of many of the world’s leading institutional and private investors. GARY KROW Gary Krow currently serves as Director of Electronic Fund Source (EFS) and Cadec Global. Prior to that he was the President, CEO and Director of GiftCertificates.com, a leading eCommerce provider of B2B incentive management solutions, from July 2008 until its sale in 2010. Mr. Krow was also a consultant for Light Year Capital, a diversified private equity company, from January 2008 to June 2008. Prior to his position with Light Year Capital in 1990, Mr. Krow joined Comdata Corporation, a global electronic issuer and processor of payments and served as its President from 1999 to May 2007. ALLEN MODEL Allen Model is the Co-Founder of Overseas Strategic Consulting, Ltd. (“OSC”), and has been Treasurer and Managing Director since 1992. OSC is an international consulting firm that provides public information services to a number of clients worldwide, including the United States Agency for International Development, The World Bank, The Asian Development Bank and host governments. SCOT SELLERS Scot Sellers served as Chief Executive Officer of Archstone, one of the world’s largest apartment companies, from January 1997 until his retirement in February 2013. Prior to that, he was Archstone’s Chief Investment Officer from 1995 to 1997. Under his leadership, Archstone moved from being a mid-sized owner of apartments in secondary and tertiary cities to becoming the largest publicly traded owner of urban high rise apartments in the nation’s premier cities. During his 32-plus year career in the apartment business, Mr. Sellers has been responsible for the development, acquisition and operation of over $40 billion of apartment communities in over 50 different cities across the United States. Mr. Sellers served as the Chairman of the National Association of Real Estate Investment Trusts from November 2005 to November 2006. STEVEN SHEPSMAN Steven Shepsman is an Executive Managing Director and Founder of New World Realty Advisors, a real estate investment and advisory firm specializing in real estate restructurings, development and finance. Earlier in his career, Mr. Shepsman, a CPA, was a Managing Partner of Kenneth Leventhal and Company and of Ernst & Young’s Real Estate Practice. BURT TANSKY Burton M. Tansky is a luxury retail veteran who served as Non-Executive Chairman of the Board of Directors of the Neiman Marcus Group, Inc. from 2010 to 2013. He was the Chief Executive Officer of Neiman Marcus Group from 2004 to 2010, Chief Executive Officer of Neiman Marcus Stores from 1994 to 2007 and Chief Executive Officer of Bergdorf Goodman from 1990 to 1994. Prior to that, he was the President and Chief Operating Officer of SAKS Fifth Avenue from 1980 to 1990. MARY ANN TIGHE Mary Ann Tighe has been credited with transforming New York’s skyline during her nearly 30 years in the real estate industry. She has been responsible for over 90 million square feet of commercial transactions and her deals have anchored more than 13.7 million square feet of new construction in the New York region. Ms. Tighe has been CEO of CBRE’s New York Tri-State region since 2002, a region of approximately 2,300 employees. In January 2010, Ms. Tighe was named Chairman of the Real Estate Board of New York, the first woman to hold this position in REBNY’s 114-year history and the first broker in 30 years. DAVID R. WEINREB See corporate officers. 43193nar_cxxx.indd 76 3/23/15 9:55 PM CORPORATE OFFiCERS CORPORATE OFFiCERS DAviD R. WEiNREB, CHiEF ExECUTivE OFFiCER Known for his passion, tenacity and entrepreneurial spirit, Mr. Weinreb has directed the company’s efforts since its emergence in 2010 and is a Member of its Board of Directors. A real estate industry veteran for over 30 years, Mr. Weinreb spent 17 years as Chairman and CEO of TPMC Realty Corporation, a company he built into a multi-faceted investment firm prior to joining The Howard Hughes Corporation. GRANT HERLiTZ, PRESiDENT Mr. Herlitz oversees the daily operation and works closely with the CEO in driving strategy for the company. Previously, Mr. Herlitz was President and Chief Financial Officer of TPMC Realty Corporation. He joined TPMC in 2000 as Vice President of Investments using his varied financial and management experience to position himself for multiple roles within the company. ANDREW C. RiCHARDSON, CHiEF FiNANCiAL OFFiCER Mr. Richardson is a seasoned finance executive with deep experience working in the public markets. He previously served as the Chief Financial Officer and Treasurer of NorthStar Realty Finance Corp. a publicly traded commercial real estate finance company focused on investment in real estate loans, fixed income securities and net-leased real estate properties. Before joining NorthStar, Mr. Richardson was an Executive Vice President with iStar Financial Inc. PETER F. RiLEY, GENERAL COUNSEL Mr. Riley has over 30 years of experience, working in both the public and private sector. Prior to joining the company, and since 2004, Mr. Riley was a partner at K&L Gates LLP with a significant focus on tax aspects of fund formation, joint ventures and the acquisition, disposition, operation and financing of real estate assets. Previously, Mr. Riley led the tax department at Kelly, Hart & Hallman, and was Senior Tax Counsel at Simpson Thacher & Bartlett. FORWARD-LOOKiNG STATEMENTS: Certain statements contained herein may be, within the meaning of the federal securities laws, “forward-looking statements,” which are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. See the “Cautionary Statement Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K included in this annual report to stockholders for additional information. NON-GAAP FiNANCiAL MEASURES The Company uses net operating income, or NOI, a non-GAAP financial measure, in this annual report to stockholders because we believe that it 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, demolition costs, other amortization expenses, and equity in earnings from our real estate affiliates. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that factors such as lease structure, lease rates and tenant mix, 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). No reconciliation of projected NOI is included herein because we are unable to quantify certain amounts that would be required to be included in the GAAP financial measure without unreasonable efforts and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. For additional information on non-GAAP financial measures used in this annual report to stockholders, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K included in this annual report to stockholders. 3/24/15 3:24 PM T T H H E E H H O O W W A A R R D D H H U U G G H H E E S S C C O O R R P P O O R R A A T T i i O O N N // A A N N N N U U A A L L R R E E P P O O R R T T 2 2 0 0 1 1 4 4 43193covcx.indd 4-6 

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