The Howard Hughes Corporation
2020 Annual Report
The Howard Hughes Corporation 2020 Annual Report
1
The Howard Hughes Corporation
2020 Annual Report
TABLE OF CONTENTS
03
A LETTER FROM THE CEO
– OUR LEGACY
– 2020 RESULTS
– BUILDING FOR THE FUTURE
25
2020 FINANCIALS
W A R D V I L L A G E
The Howard Hughes Corporation 2020 Annual Report
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A L E T T E R F R O M T H E C E O
To My Fellow Shareholders
2020 marked the tenth anniversary of The Howard Hughes Corporation, a year
that showcased the value of our assets and the strength and resiliency of our
company. Despite the economic conditions dictated by the global pandemic, we
were able to achieve strong full-year results across our portfolio—a reflection of
the exceptional quality of our communities, our unique business model, and the
dedication of our people. Across the country, our team was determined to continue
to drive the success of our company and ensure that our employees, residents,
tenants, customers, and visitors remained safe.
The year also introduced an exciting new chapter for HHC with the announcement
of a new leadership team. Jay Cross has joined as our president, and I am thrilled
to have the opportunity to partner with him in leading the company forward. Jay
is an industry veteran with vast experience executing on large-scale, mixed-use
D AV I D R . O ’ R E I L LY, A P R I L 2 0 2 1
projects that are proven catalysts for urban development. He will enhance our ability
to leverage strong market demand, accelerate growth within our core assets, and
deliver on our vision for the mixed-use urban centers of tomorrow.
The success that we had in 2020 highlights the great value inherent in our master
planned communities (MPCs), the benefits of control that we maintain within them,
and their ability to perform during all economic cycles. Our company’s generational
assets, diversified income stream, strong balance sheet, and self-funding business
model enabled us to successfully navigate through an unprecedented year. We
have emerged stronger and are a beneficiary of the accelerating trends towards
the exact type of live/work/play communities that we offer.
We kept a long-term, cohesive view of our businesses, making strategic decisions
and proactively taking critical steps to protect and advance our company’s interests.
We ended 2020 with the strongest liquidity position in our company’s history. With an
extremely capable team in place, we are poised to accelerate development across
our portfolio to meet market demand and take full advantage of the opportunities
in our unique and extremely well-located properties.
Our master planned communities are irreplaceable assets, located in low-cost
states that continue to attract individuals and companies from across the nation.
Our MPCs provide safety, security, sought-after urban amenities, and walkability
integrated into wide-open spaces—all of which today are more important than
ever—and continue to be ranked among the best places to live in the country. On
RCLCO’s 2020 list of the top-selling master planned communities in the country,
Summerlin ranked third, and was the top-selling MPC in Nevada. Bridgeland
ranked ninth on the list and was the highest-ranked MPC in Texas. The Woodlands
and Columbia were recognized as the #1 and #8 Best Cities to Live in America by
Niche, and Summerlin was named MPC of the Year by the National Home Builders
Association. This type of recognition speaks to the quality of our master planned
communities and demand for the excellent homes within them—a testament to
the great legacies of innovation on which our company is built.
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OUR LEGACY
Decades of Innovation
The Howard Hughes Corporation is only ten years old but the master planned
communities at the core of our portfolio continue the work of four innovative
placemakers whose collective legacy forms the bedrock of our organization:
James Rouse, George Mitchell, Victoria Ward, and Howard Hughes.
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J A M E S R O U S E
James Rouse, known as the grandfather of the master planned
community, is responsible for some of the most successful
communities and retail districts in the nation, including the
renowned MPC of Columbia, Maryland. Grounded in his belief
in economic, social, and racial equality, Rouse’s influence
on the American urban landscape has reshaped how people
live, work, and play. With visionary foresight, he reimagined
how communities could be designed and built to create, in
his words, “a garden for growing people.” He was awarded
the Presidential Medal of Freedom in 1995 in honor of his
“uplifting work in American cities.”
If you look at the needs and yearnings of people, you begin to
discover the things that would be convenient, pleasurable, that
would lift human spirit, that would add to human excitement.
J A M E S R O U S E
G E O R G E M I T C H E L L
Inspired in part by the work of Rouse, the energy businessman
George Mitchell acquired more than 28,000 acres of land in
the Piney Woods of Southeast Texas with a vision of creating
The Woodlands—a community where people and nature could
coexist in a sustainable manner. Today, The Woodlands is home
to over 118,000 residents and is one of the most acclaimed
MPCs in the country. Considered by many as the father of
sustainable development, George Mitchell established the
Houston Advanced Research Center—a research institution
located in The Woodlands that is dedicated to sustainability
practices and the Texas Energy and Climate Change Program.
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V I C T O R I A W A R D
Driven by a profound love for her homeland, Victoria Ward
embraced Mālama ʻĀina, the Hawaiian tradition of nurturing
and restoring the land. She envisioned her vast 100-acre estate
as a natural sanctuary where the community could come
together to connect with each other and celebrate culture
and the beauty of the island of Oahu. Operated for multiple
generations under the ownership of Victoria Ward Limited, the
area became known as a flourishing gathering place between
Waikiki and downtown Honolulu. The legacy continues today, as
the location is home to Ward Village—a community dedicated
to honoring the distinct history of its land and remaining at the
forefront of sustainable development.
Courtesy of Frank Hustace III
If you have a workforce that enjoys each other, they trust
each other, they trust management, they’re proud of where
they work, then they’re going to deliver a good product.
H O W A R D H U G H E S
H O W A R D H U G H E S
The name Howard Hughes has long been synonymous with an
unyielding passion for excellence, creativity, and a relentless
pursuit of innovation. From drill bits to aviation, film and real
estate, the Hughes family legacy includes the acquisition
of a 25,000-acre parcel along the western rim of the Las
Vegas valley, which would later be developed into the award-
winning Summerlin master planned community—named for
Jean Amelia Summerlin, the matriarch of the Hughes family.
The legacy of these four iconic figures continues to drive us today as we envision and build the cities of tomorrow. While
each had separate passions that inspired them, their innovations and the companies and communities they built provide the
foundation of HHC and our opportunities for growth ahead.
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2020
RESULTS
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2 0 2 0 R E S U LT S
MASTER PLANNED
COMMUNITIES
After a lull at the start of the pandemic, we saw a surge in demand in our MPCs following the reopening
of most local economies in April and May, resulting in strong full-year MPC earnings before tax (EBT)
of $209 million. We were ultimately able to continue the momentum experienced in recent years
and exceed the results we projected at the beginning of the year, prior to the pandemic. New home
sales within our MPCs increased 10% compared to 2019 with a total of 2,724 new homes sold as
homebuyers moved out of densely populated, high-cost states and into our amenity-rich, walkable
urban communities. These results were further fueled by broader macro factors such as historically
low interest rates and the growing acceptance of working from home, which increased the need for
larger living spaces.
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M A S T E R P L A N N E D C O M M U N I T I E S
Summerlin
Where People and Businesses Thrive
In Summerlin, our results were impressive with a
continued increase in the pace of home sales and
price-per-acre. New home sales were 8% higher in
2020 versus 2019 and were 21% higher in the fourth
quarter of 2020 when compared to the same quarter
in 2019. In addition, the price-per-acre of Summerlin’s
residential land grew to $772,000 per acre in 2020—
an increase of $113,000, or 17%, when compared to
2019. Homebuyers continued to migrate to the low-tax,
business-friendly state of Nevada from high-cost states
such as California, and specifically to the high-quality
lifestyle of Summerlin. In addition to strong homebuyer
demand, the leasing rate of our latest multi-family
property, Tanager, continued to exceed our expectations
and ended the year 99% leased after just over a year in
operation. These results signify the strong desire, from
both renters and homebuyers, to live in Summerlin. The
year included the opening of 10 new neighborhoods—
including several in Summerlin West, the MPC’s newest
region—as well as the opening of 15 new stores and
restaurants in Downtown Summerlin.
8%
I N C R E A S E I N N E W H O M E S A L E S
17%
I N C R E A S E I N P R I C E - P E R - A C R E O F
R E S I D E N T I A L L A N D
15
N E W S T O R E A N D R E S TA U R A N T
O P E N I N G S D O W N T O W N
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T H E R I D G E S
D O W N T O W N S U M M E R L I N
M A S T E R P L A N N E D C O M M U N I T I E S
Houston Region
Award-Winning MPCs, Exceptional
Quality of Life
In our Houston region, The Woodlands, The Woodlands
Hills, and Bridgeland all performed exceptionally well
during 2020. Bridgeland had a monumental year and
eclipsed all 2019 results in terms of new home sales,
acres sold, and price-per-acre. New home sales in 2020
were 18% higher than in 2019 with several record-setting
months. Bridgeland sold 169 acres of residential land
to homebuilders during the year, which represents a
13% increase over 2019. Moreover, the price-per-acre of
Bridgeland’s residential land rose from $408,000 in 2019
to $439,000 in 2020—an 8% increase. These results
speak to the extraordinary quality of this community,
which will only grow more and more attractive over time.
The Woodlands Hills experienced significant growth
during the year as new home sales rose 80% in 2020
compared to 2019 with monthly new home sales records
in July and August. During the year, The Woodlands Hills
sold 56 acres representing a 40% increase from 2019
and the price-per-acre for residential land increased
12% from $276,000 in 2019 to $310,000 in 2020.
The Woodlands continued to provide excellent
opportunities for residents and for companies looking
to relocate and attract today’s top talent with an
outstanding quality of life.
B R I D G E L A N D
T H E W O O D L A N D S
T H E W O O D L A N D S H I L L S
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2 0 2 0 R E S U LT S
STRATEGIC
DEVELOPMENTS
Our Strategic Developments segment has a pipeline of over
50,000,000 square feet of development opportunities ahead
as we propel our virtuous cycle, turning raw commercial
land into income-producing assets that generate cash flow,
allowing us to self-fund over $1B of development a year.
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The Howard Hughes Corporation 2020 Annual Report 11
S T R AT E G I C D E V E L O P M E N T S
The Woodlands
Home to Fortune 500 Headquarters with over
8,000 Acres of Dedicated Open Green Space
In The Woodlands, we delivered three new commercial assets in
2020: 8770 New Trails, a 180,000-square-foot build-to-suit office
building for Alight Solutions; Two Lakes Edge, a 386-unit multifamily
property with resort-style amenities in Hughes Landing; and The
Lane at Waterway, a 163-unit boutique multifamily property in The
Woodlands Town Center. The delivery of these assets builds on our
comprehensive vision for The Woodlands and provides our residents
with the best-in-class offerings they are seeking.
T H E L A N E AT W AT E R W AY
8 7 7 0 N E W T R A I L S
T W O L A K E S E D G E
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S T R AT E G I C D E V E L O P M E N T S
Downtown
Columbia
An Urban Hub
In Downtown Columbia, the tenant mix consists of
cybersecurity, health care, and education—three sectors
that have performed incredibly well during the pandemic.
In 2020 we delivered Juniper, a 382-unit multifamily
property with 57,000 square feet of ground-floor retail,
along with 11,000 square feet of standalone retail
to house the regionally popular Busboys and Poets
restaurant. The growing business community and the
addition of new amenities, such as the recently opened
Color Burst Park, illustrate the delivery of the “city within
a garden” that James Rouse first envisioned over 50 years
ago, and Downtown Columbia’s emergence as the vibrant
urban core of the “third city” in the Baltimore/D.C. corridor.
A B O U T J U N I P E R
382
- U N I T A PA R T M E N T C O M P L E X
57K
S Q U A R E F E E T O F
G R O U N D - F L O O R R E TA I L
11K
S Q U A R E F E E T O F S TA N D A L O N E R E TA I L
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C O L O R B U R S T I C E R I N K
M A R L O W
M E R R I W E AT H E R D I S T R I C T
V I C T O R I A P L A C E
S T R AT E G I C D E V E L O P M E N T S
Ward Village
Vertical Development in the Heart of Honolulu
Ward Village in Hawai‘i continued to demonstrate a tremendous
pace of condominium sales, with over 300 homes sold or contracted
in 2020. Along with continued demand from local buyers, we saw
increasing demand from buyers in California and other states who see
Ward Village as the ideal location that redefines urban island living.
Particularly impressive is the robust sales pace at our latest mixed-
use project, Victoria Place, which launched presales in December of
2019 and is a testament to the transformation that is taking place on
Oahu. Victoria Place is Ward Village’s fastest-selling condo project to
date with 77% of units presold as of the end of 2020—an especially
significant achievement in light of the pandemic, as our team was able
to quickly pivot and provide a fully digital, remote sales experience.
We broke ground on this project in early March.
A N A H A
The Howard Hughes Corporation 2020 Annual Report 14
S T R AT E G I C D E V E L O P M E N T S
110 North
Wacker Drive
Chicago’s Tallest Office Building in Three Decades
In addition to the five assets delivered within our core MPCs, we
delivered 110 North Wacker Drive in Chicago, a 1.5 million-square-
foot, trophy-class office tower that is anchored by Bank of America
and is now 77% leased. The delivery of these assets are excellent
additions to our Operating Assets portfolio and, once stabilized,
will add $40 million to our annualized NOI. These assets are all
experiencing fast-paced absorption by the market.
1 1 0 N O R T H W A C K E R D R I V E
G R O U N D L E V E L V I E W F R O M C H I C A G O R I V E R
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2 0 2 0 R E S U LT S
SEAPORT
The Seaport has been an essential part of New York City for over 300 years. Building upon
its history as the birthplace of innovation, we are creating approximately 450,000 square
feet of culinary, retail, entertainment, and cultural experiences to revitalize the Seaport
as a community anchor for the rapidly growing population of Lower Manhattan.
The Howard Hughes Corporation 2020 Annual Report 16
S E A P O R T
Revitalization of
New York’s Original
Commercial Hub
At the Seaport in Lower Manhattan, we launched the development of a
best-in-class e-commerce platform to meet growing online consumer
demand in anticipation of our upcoming launch of the historic Tin
Building as a 53,000-square-foot marketplace by Jean-Georges.
Even though construction temporarily paused early in the year due
to a COVID-related city mandate, we were able to resume work and
remain on track for the Tin Building’s completion by the end of 2021.
We pivoted our strategy at Pier 17 and turned the rooftop into The
Greens—a socially-distanced dining experience offering individual
mini-lawns in the summer that were seasonally transformed into
winterized cabins for guests to enjoy, all while remaining in strict
compliance with CDC guidelines. With an average daily waitlist of
20,000 people during the summer, The Greens clearly demonstrates
the depth of demand for our unique rooftop from New Yorkers.
T H E G R E E N S - S U M M E R
T H E G R E E N S - W I N T E R
S E A P O R T H I S T O R I C D I S T R I C T
The Howard Hughes Corporation 2020 Annual Report 17
2 0 2 0 R E S U LT S
OPERATING ASSETS
Our operating portfolio of income-producing retail, office, multi-family, hospitality, and
entertainment assets represents vibrant mixed-use, walkable urban environments across
the country that have been thoughtfully curated and cohesively integrated into the wide-
open spaces that people are seeking today, now more than ever.
The Howard Hughes Corporation 2020 Annual Report 18
O P E R AT I N G A S S E T S
Best-in-Class
Income-
Generating
Assets
The retail, hospitality, and entertainment
The NOI generated from our office properties
industries were among the most heavily
was $6.6 million higher in the fourth quarter
impacted by the pandemic. Beginning in the
of 2020 when compared to the same period
second quarter we saw a decrease in NOI as
a large portion of our retail tenants and hotel
in 2019. Of this increase, $4.6 million was
attributed to The Woodlands Towers office
assets were forced to suspend operations.
buildings acquired in December 2019. Our
The cancellation of the 2020 Minor League
multifamily assets also performed well in the
Baseball season also meant that our baseball
fourth quarter of 2020 with NOI $2.2 million
stadium in Downtown Summerlin would not
higher than the same period in 2019. This
be able to host any games.
was mostly due to the fast-paced lease-up
We proactively took steps to reduce operating
costs while providing rent deferrals to
select retail tenants in an effort to help
of our newly completed developments in
The Woodlands, Bridgeland, Summerlin, and
Downtown Columbia.
them survive. As local economies began
These positive results were offset by our
to reopen, foot traffic increased within our
retail and hospitality assets, which were
retail locations and our hotels reopened,
significantly impacted by COVID-19. During
albeit at much lower occupancy levels. Office
the quarter, retail NOI declined by $4.6 million,
and multifamily collections stayed strong,
or 32%, compared to the fourth quarter of
in the high 90% range all year, while retail
2019. In hospitality, NOI at our three hotels in
saw an improvement to 73% collections in
The Woodlands declined from $5.4 million in
the fourth quarter.
By the fourth quarter, our NOI of $47 million
was largely unchanged from the same
period in 2019. This was due to increased
NOI generated by our office and multifamily
assets, which were largely offset by declines
within our retail and hospitality portfolio.
the fourth quarter of 2019 to a net operating
loss of $236,000 in the same period of
2020. This was driven by steep declines in
occupancy as both business and leisure
travel fell sharply due to the pandemic. By the
end of the year, we saw progress in both our
retail and hospitality assets and we expect
continuous improvement throughout 2021.
The Howard Hughes Corporation 2020 Annual Report 19
BUILDING FOR
THE FUTURE
The Communities and Mixed-Use Cities of Tomorrow
The Howard Hughes Corporation 2020 Annual Report 20
B U I L D I N G F O R T H E F U T U R E
Moving Forward with a
Strong Balance Sheet
The results of the fourth quarter of 2019 were
The capital raise largely eliminated the possibility
bridge loan for The Woodlands Towers. This bond
among the strongest since HHC’s inception and
of any of the catastrophic potential risks of
offering also increased our unencumbered book
included the recently completed purchase of
the pandemic. It also positioned us to take
value of assets, further reduced our cost of debt,
The Woodlands Towers at The Waterway, the
advantage of opportunities that arose from the
and extended our maturity profile.
largest acquisition in company history, during
pandemic, including the ability for us to execute
the last week of that year. The first quarter of
on value-creating projects sooner than if we did
2020 continued the positive momentum of the
not have the capital. Fortunately, as noted above,
previous year until we experienced the confluence
the company performed much better than had
of the COVID pandemic and an unprecedented
been anticipated at the start of the pandemic,
decline in oil prices—amounting to what had
allowing us to commence our recently announced
the potential to be a “perfect storm” for HHC.
2 million square feet of new development.
In addition, we substantially completed the
execution of our Transformation Plan and
met our goals of streamlining the company’s
organizational structure, decentralizing
our operations, and reducing our corporate
overhead by $40 million. We made progress in
the disposition of our non-core assets, to date
Our strategy, as always, was to prepare for the
Further solidifying our balance sheet, during the
achieving non-core asset net sales proceeds of
worst and be positioned for the best. The pandemic
third quarter, we successfully issued $750 million
approximately $214 million, or roughly 36% of
and the disruption in the energy sector presented
of senior notes due 2028 at a rate of 5.375%, and
our $600 million target. Given our liquidity, we
serious threats to our company as a number of
used the proceeds, along with a portion of cash
have the luxury to ensure that we obtain the
our most material assets are in markets heavily
on hand, to pay down over $800 million of debt,
maximum value for the remaining assets.
dependent upon tourism, including Ward Village,
which increased our unencumbered book value
the Seaport and Summerlin. Others are highly
of assets by over $1 billion while extending our
correlated with the energy sector in Houston,
overall maturity profile.
including The Woodlands, Bridgeland and The
Woodlands Hills.
We closed out the year with $1 billion of cash on
hand, $185 million in availability in our lines of
The initial impact of the pandemic and energy
credit, no significant debt maturities in 2021, and
market disruption led to a near halt in residential
only $371 million of net equity requirements for
land and condominium sales, caused buyers of
projects currently under construction. We have
our non-core asset sales to walk away, eliminated
more than enough liquidity to meet our current
our hospitality and ballpark revenues, and caused
a dramatic reduction in retail rent collections.
funding requirements and are well-positioned
to execute on development opportunities and
In light of these challenges, we immediately
growth across our portfolio.
reduced or eliminated any expenditures that were
Subsequent to year-end, on February 2, 2021, we
not absolutely necessary and worked to extend
closed on a two-tranche bond offering, issuing
our short-term debt maturities. The board, with
$650 million senior notes due 2029 at a rate of
the input of scenarios generated by management
4.125% and $650 million senior notes due 2031 at
and with our recommendation, determined that
a rate of 4.375%. The net proceeds of the offering,
we would undergo an equity raise to ensure our
combined with a portion of cash on hand, were
solvency should the worst-case scenario come
used to redeem our existing $1 billion 5.375%
to fruition.
senior notes due 2025 and repay the $280 million
$1B+
I N C R E A S E I N U N E N C U M B E R E D
B O O K VA LU E O F A S S E T S
$1B
C A S H O N H A N D
$214M
N O N - C O R E A S S E T S N E T
S A L E P R O C E E D S
The Howard Hughes Corporation 2020 Annual Report 21
B U I L D I N G F O R T H E F U T U R E
Our Ethical Responsibility
to Sustainable Growth
Environmental, Social & Governance (ESG)
and Diversity, Equity & Inclusion (DEI)
In 2020, we continued to build upon the foundation of our HHSustainability initiative,
and published our third annual ESG Report, which outlines a proactive approach for
addressing sustainable development, natural resource conservation, and issues of
cultural diversity and inclusion. The measurement of our company’s ESG-related key
performance indicators shows that HHC made significant progress over the past
year as we continued to expand programs that put our environment, our people,
and our communities at the center of our strategy. We also completed our third
annual GRESB Real Estate Assessment, improving our score by 5%. I am proud
of the outstanding efforts being made by our teams across the country to help
our communities thrive. It is our responsibility to ensure that our ESG investment
strategy aligns with all aspects of our business and positions us for long-term,
sustainable success.
The Howard Hughes Corporation is built on the strength, vitality, and diversity of
our communities and of our company. In 2020, we hired a DEI consultant to assist
our company in taking steps to help ensure that our company is fostering an
inclusive environment and is thoughtfully engaged in the dialogue surrounding
the social issues facing our country. In addition to reaffirming our zero-tolerance
policy on racism or bias of any kind within HHC, we have held training workshops
and formed a DEI advisory council that consists of team members from all regions
across the country.
As I look back at 2020, I am incredibly proud of how our HHC team was able to
respond to the pandemic and rise up to help each other and our communities.
The matters covered by DEI and ESG are very important to me and to our entire
company. We have made great progress in many areas, and in others we know
we have only begun to scratch the surface of great opportunity ahead. We are
committed to pushing hard to keep improving, and I encourage everyone to read
our ESG report on the Howard Hughes website each year, and to always hold me
accountable for meeting or exceeding our goals.
The Howard Hughes Corporation is built
on the strength, vitality, and diversity of
our communities and of our company.
The Howard Hughes Corporation 2020 Annual Report 22
The Howard Hughes Corporation 2020 Annual Report 22
Our Ethical Responsibility
to Sustainable Growth
B U I L D I N G F O R T H E F U T U R E
Together We
Are More
Thank you to all of our HHC team members for your tireless dedication
and all you do to help our communities thrive. Together we celebrate our
first decade as a company and look forward to the next chapter ahead
as we continue to build the cities and vibrant communities of tomorrow.
The Howard Hughes Corporation 2020 Annual Report 23
B U I L D I N G F O R T H E F U T U R E
A Generational Opportunity
Outsized Opportunities for Growth
I am excited for what lies ahead for HHC as
square feet of new development plans across
So, while the specifics of how many commercial
we start our next decade poised to move
our portfolio based on the strong demand that
assets will be developed and exactly where they
forward at an accelerated pace. We have
continues to unfold in our markets.
will be built will be determined in the years
had sustained success in recent years, and
market demand for our products is continuing
to trend upwards. There are many signs that
suggest the momentum will keep growing, and
the return of local economies will continue to
fuel additional demand. We continue to see
record new home sales in many of our regions,
traditionally considered a leading indicator of
future land sales. We are seeing national trends
shifting towards exactly the qualities of the
communities we build: high-quality lifestyles
in natural settings with amenity-rich, walkable
urban centers and open space. Our locations
within business-friendly, low-tax states are great
candidates for corporate relocation, and we are
seeing an increasing number of companies join
A question that I am often asked is “what do you
think The Howard Hughes Corporation will look
like in 10 years?” I generally pause, as I start
to imagine all the ways in which the mixed-
used city centers in our MPCs might evolve
over the next decade. I envision how Downtown
Columbia, The Woodlands Waterway, Downtown
Summerlin, and Ward Village could grow, and
all the different ways in which our company
can innovate and have a positive impact on
to come, some things are absolutely certain
today: HHC will follow James Rouse’s principles
of economic, social and racial equality; we
will respect George Mitchell’s dedication to
sustainable building; we will carry on Victoria
Ward’s stewardship of the land; and we will
embrace Howard Hughes’ entrepreneurship,
innovation and drive as we continue to unlock
value in our commercial land holdings across
our communities.
the social fabric of our communities and the
Our MPCs are some of the nation’s greatest
lives of our residents, tenants, and customers.
canvases on which to design and build the
“We are seeing national trends shifting
pipeline of opportunities will be flowing in
premier mixed-use cities of tomorrow. The
towards exactly the qualities of the
our growing business communities. And with
communities we build: high-quality
the wide array of housing options we offer,
our MPCs continue to attract a wide range
of homebuyers—from millennials to empty-
nesters—as demographic shifts continue to
elevate these numbers.
lifestyles in natural settings with
amenity-rich, walkable urban centers
and open space.”
But, ultimately, the answer is that I do not
The country is seeking precisely the types of
know exactly how things will look at the end of
communities that we specialize in and are
our second decade. The master plans for our
already delivering—and we are ready to rapidly
advance down a long list of opportunities for
communities are inherently fluid and dynamic
and are constantly evolving—adapting to meet
growth ahead. As our MPCs continue to grow, the
the deepest pockets of demand, changing to
increasing number of residents drives demand
create new and different amenities that improve
for additional commercial amenities, which
the lives of everyone who lives, works, and plays
propels the virtuous cycle of our business model.
in our communities. My seemingly vague answer
And as our MPCs continue to mature we can
to the question illustrates one of the great
further expand our development plans—not only
strengths of HHC: our ability to be flexible in
across our properties, but also across product
our plans and nimble in our development—an
types within each MPC. As I write this letter,
attribute that sets our company apart and gives
we have already announced almost 2 million
us a competitive advantage in the industry.
the months, years, and decades ahead as
we continue to enhance, adjust, and execute
on development plans at the behest of
market demand. This provides a generational
opportunity for HHC: We can build exactly what
people want, where they want it—all as part
of a long-term and sustainable master plan.
D AV I D R . O ’ R E I L LY
C H I E F E X E C U T I V E O F F I C E R
A P R I L 2 0 2 1
The Howard Hughes Corporation 2020 Annual Report 24
F O R M 1 0 - K
2020
FINANCIALS
The Howard Hughes Corporation 2020 Annual Report 25
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
or
☐ 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)
36-4673192
(I.R.S. Employer Identification Number)
9950 Woodloch Forest Drive, Suite 1100, The Woodlands, Texas 77380
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code (281) 719-6100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Common stock, par value $0.01 per share
Trading Symbol(s)
HHC
Name of each exchange on which registered:
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
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 ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2020, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1.6
billion based on the closing sale price as reported on the New York Stock Exchange.
The number of shares of common stock, $0.01 par value, outstanding as of February 18, 2021 was 55,114,795.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for its 2021 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 registrant’s fiscal year ended December 31, 2020.
Table of Contents
Index to Financial Statements
Page
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Business
Risk Factors
Unresolved Staff Comments
Item 2.
Properties
Operating Assets
Master Planned Communities
Seaport District
Strategic Developments
Legal Proceedings
Mine Safety Disclosure
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
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Overview
Results of Operations
Liquidity and Capital Resources
Contractual Cash Obligations and Commitments
Off-Balance Sheet Financing Arrangements
Critical Accounting Policies
Recently Issued Accounting Pronouncements and Developments
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 9.
Item 9A.
Schedule III - Real Estate and Accumulated Depreciation
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Item 9B. Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Signatures
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
Exhibits, Financial Statement Schedule
Form 10-K Summary
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Index to Financial Statements
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Throughout this Annual Report on Form 10-K (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. This Annual
report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (Securities Act)
and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). All statements other than statements of historical
fact included in this Annual Report are forward-looking statements. Forward-looking statements give our current
expectations relating to our financial condition, results of operations, plans, objectives, future performance, or 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,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,”
“plan,” “project,” “realize,” “should,” “transform,” “would,” 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.
Currently, one of the most significant factors is the potential adverse effect of the current pandemic of the novel strain of
coronavirus (COVID-19) on the financial condition, results of operations, cash flows and performance of our Company, our
industry, and the global economy and financial markets. The extent to which COVID-19 impacts us will depend on future
developments, which remain uncertain and cannot be predicted with confidence, including the scope, severity and
duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect
economic impact caused by the pandemic and related containment measures, among others. Moreover, you should
interpret many of the risks identified in this Annual Report, as well as the risks set forth below, as being heightened as a
result of the ongoing and numerous adverse impacts of COVID-19. Forward-looking statements include:
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the projected impact of COVID-19 on our business, including the increase of COVID-19 cases in regions where
we operate, and numerous governmental restrictions and other orders instituted in response to the COVID-19
pandemic
our Transformation Plan, including changes in our executive leadership, reduction in our overhead expenses, the
proposed sale of our non-core assets and accelerated growth in our core Master Planned Communities (MPC)
assets
expected performance of our stabilized, income-producing properties and the performance and stabilization
timing of properties that we have recently placed into service or are under construction
forecasts of our future economic performance
expected capital required for our operations and development opportunities for our properties
impact of technology on our operations and business
expected performance of our segments
expected commencement and completion for property developments and timing of sales or rentals of certain
properties
estimates of our future liquidity, development opportunities, development spending and management plans; and
descriptions of assumptions underlying or relating to any of the foregoing
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. Factors that could cause actual results to differ materially from those
expressed or implied by the forward-looking statements include:
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the impact of COVID-19, including as described above
our inability to obtain operating and development capital, including our inability to obtain or refinance debt capital
from lenders and the capital markets
a prolonged recession in the national economy and adverse economic conditions in the homebuilding,
condominium development, retail, office and hospitality sectors
our inability to compete effectively
the successful transition of our new executive officers
our ability to execute the Transformation Plan, including the successful sale of our non-core assets
natural disasters, terrorist activity, acts of violence, breaches of our data security, contamination of our properties
by hazardous or toxic substances, or other similar disruptions, as well as losses that are not insured or exceed
the applicable insurance limits
our ability to lease new or redeveloped space
our ability to obtain the necessary governmental permits for the development of our properties and necessary
regulatory approvals pursuant to an extensive entitlement process involving multiple and overlapping regulatory
jurisdictions, which often require discretionary action by local governments
increased construction costs exceeding our original estimates, delays or overruns, claims for construction
defects, or other factors affecting our ability to develop, redevelop or construct our properties
HHC 2020 FORM 10-K | 2
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Index to Financial Statements
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regulation of the portion of our business that is dedicated to the formation and sale of condominiums, including
regulatory filings to state agencies, additional entitlement processes and requirements to transfer control to a
condominium association’s board of directors in certain situations, as well as defaults by purchasers on their
obligations to purchase condominiums
fluctuations in regional and local economies, the residential housing and condominium markets, local real estate
conditions, tenant rental rates and competition from competing retail properties and the internet
our ability to retain key executive personnel
our ability to collect rent, attract tenants and customers to our hotels
our indebtedness, including our $750,000,000 5.375% Senior Notes due 2028, $650,000,000 4.125% Senior
Notes due 2029, $650,000,000 4.375% Senior Notes due 2031, $615,000,000 Term Loan and $85,000,000
Revolver Loan which, in the case of the Term Loan and Revolver Loan, are secured by first priority security
interests in real property owned by certain subsidiaries of the Company and all of which contain restrictions that
may limit our ability to operate our business
our directors’ involvement or interests in other businesses, including real estate activities and investments
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
catastrophic events or geopolitical conditions, such as the COVID-19 pandemic, that may disrupt our business
and
the other risks described in Item 1. Business, Item 1A. Risk Factors and Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations of this Annual Report
Any factor could, by itself, or together with one or more other factors, adversely affect our business, results of operations,
plans, objectives, future performance or financial condition. Other factors not described in this Annual Report also could
cause results to differ from our expectations. Given these risks and uncertainties, you are cautioned not to place undue
reliance on such forward-looking statements. These forward-looking statements present our estimates and assumptions
only as of the date of this Annual Report. 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 Annual Report.
HHC 2020 FORM 10-K | 3
BUSINESS
Item 1. Business
OVERVIEW
PART I
Table of Contents
Index to Financial Statements
We operate in four business segments: Operating Assets; MPCs; Seaport District and Strategic Developments. The
combination of these four segments provides both operational and financial synergies. The vast majority of the assets in
our Operating Assets segment are located within our MPCs. This helps us achieve scale and, in most cases, critical mass,
which leads to pricing power in lease and vendor negotiations; increased ability to attract, hire and retain the best local
leadership and leasing teams; flexibility to meet changing customer demands; and enhanced ability to identify and
capitalize on emerging opportunities. In our MPC segment, we plan, develop and manage small cities in markets with
strong long-term growth fundamentals. This business involves the horizontal development of residential land and selling
the improved acreage to homebuilders for the eventual sale of homes to new residents. Combined, our MPCs span over
80,000 gross acres, with approximately 7,000 residential acres of land remaining to be developed and sold in high
demand geographic areas. In addition to the residential land, our MPC segment contains nearly 3,200 acres designated
for commercial development or sale to non-competing users such as hospitals. This land is held in our MPC segment until
we identify demand for a new commercial development, at which point the land is transitioned into our Strategic
Developments segment.
The operational synergies of combining our three main business segments, Operating Assets, MPC and Strategic
Developments, create a unique and continuous value-creation cycle. We sell land to residential homebuilders in MPC, and
the new homes they build attract residents to our cities looking for places to work and shop. New homeowners create
demand for commercial developments, such as retail, office, self-storage and hospitality offerings. We build these
commercial properties through Strategic Developments when the timing is right using the cash flow harvested from the
sale of land to homebuilders, which helps mitigate development risk. Once these strategic developments are completed
and stabilized, they transition to Operating Assets, which are located across the United States and increase recurring Net
Operating Income (NOI), further funding the equity requirements in Strategic Developments. New office, retail and other
commercial amenities make our MPC residential land more appealing to buyers and increase the velocity of land sales at
premiums that exceed the broader market. Increased demand for residential land generates more cash flow from MPC,
thus continuing the cycle. Our fourth business segment, the Seaport District, is one of the few multi-block districts largely
under private management by a single owner in New York City. This historic waterfront area is being revitalized and
enhanced as a mixed-use neighborhood, culinary and entertainment destination with a focus on unique offerings.
During the second half of 2020, we moved our corporate headquarters from Dallas, Texas, to The Woodlands, Texas,
consolidating office space with our largest regional office. Our assets are located across the United States, and we were
incorporated in Delaware in 2010. Through our predecessors, we have been in business for several decades. Financial
information about each of our segments is presented in Note 18 -Segments of our audited Notes to Consolidated
Financial Statements.
Transformation Plan
In October of 2019, following a review of strategic alternatives, we announced our intent to execute a Transformation Plan,
comprised of three pillars: (1) a $45 - $50 million reduction in annual overhead expenses, (2) the sale of approximately $2
billion of non-core assets, resulting in an estimated $600 million of net cash proceeds from sale after debt repayment and
transaction costs, and (3) accelerated growth in our core MPC assets.
We have made significant progress on the execution of our Transformation Plan commitments with meaningful reductions
in overhead and the disposition of several non-core properties. Since the announcement of the Transformation Plan, we
have executed on the sale of eight non-core assets generating approximately $213.8 million of net proceeds after debt
repayment. The COVID-19 pandemic has made additional non-core asset sales more challenging to execute and we
expect this to continue into 2021. We have continued horizontal development in our MPCs to keep pace with homebuilder
demand given the strong underlying home sales in our communities. Additionally, we have commenced investments in
pre-development work for the next vertical development opportunities in our core MPCs.
HHC 2020 FORM 10-K | 4
BUSINESS
Executive Transition
Table of Contents
Index to Financial Statements
On September 17, 2020, Mr. Paul Layne retired as Chief Executive Officer and stepped down from the Company’s Board
of Directors (Board). At the same time, Mr. David O’Reilly, the Company’s President and Chief Financial Officer, was
appointed to serve as interim Chief Executive Officer. On December 1, 2020, the Company announced that Mr. O’Reilly
had been appointed Chief Executive Officer effective December 1, 2020. In addition, the Board of Directors of the
Company appointed Mr. O’Reilly to serve as a Director on the Board effective December 1, 2020. Mr. O’Reilly will not
receive any compensation for his service on the Board and will continue to serve as the Company’s Chief Financial Officer
until his successor is duly qualified and appointed by the Board.
Further on December 1, 2020, the Company announced that the Board appointed L. Jay Cross as the Company’s
President. Mr. Cross will be responsible for overseeing the development of the Company's portfolio of master planned
communities and mixed-use developments. Mr. Cross joined The Howard Hughes Corporation following his role as
President of Related Hudson Yards. In that role, he led the development of a $20 billion, 28-acre project in the west side of
Manhattan. Previously, Mr. Cross served as President of the New York Jets and led the development of the $1.3 billion
MetLife Stadium, the team's joint venture with the New York Giants. Prior to his work in the New York region, Mr. Cross
served as President of Business Operations for the NBA's Miami Heat and was responsible for the development of the
AmericanAirlines Arena.
Impacts of COVID-19 Pandemic
The outbreak of COVID-19 in 2020 resulted in a global slowdown of economic activity including worldwide travel
restrictions, prohibitions of non-essential work activities, disruption and shutdown of businesses and greater uncertainty in
global financial markets, all of which resulted in COVID-19 having an impact on our financial performance in fiscal 2020.
As this pandemic endures and continues to have an impact on global economic activity, the extent to which COVID-19
adversely impacts our future business operations, financial performance and results of operations will depend on many
factors outside the Company's control. For a further discussion of the risks, uncertainties, impacts and actions taken in
response to COVID-19, refer to Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
Our Competitive Strengths
We believe that we distinguish ourselves from other real estate companies through the following competitive strengths:
– Management Team with Track Record of Value Creation. We have completed the development of over 7.1 million
square feet of office and retail operating properties, 3,447 multi-family units and 909 hospitality keys since 2011.
Excluding land which we own, we have invested approximately $2.6 billion in these developments, which is projected
to generate a 9.5% yield on cost, or $243.5 million per year of NOI upon stabilization. At today’s market cap rates, this
implies value creation to our shareholders in excess of $1.0 billion. Our investment of approximately $676.3 million of
cash equity in our development projects since inception, which is computed as total costs excluding land less the
related construction debt, is projected to generate a 23.5% return on cash equity assuming a 4.5% cost of debt, which
approximates our weighted-average cost. These investments and returns exclude condominium development as well
as projects under construction such as the Seaport District. We exclude condominium developments since they do
not result in recurring NOI, and we exclude projects under development due to the wider range of NOI they are
expected to generate upon stabilization. In Ward Village, we have either opened or have under construction 2,697
condominium units, which have approximately 91.0% units sold as of December 31, 2020, at a targeted profit margin,
excluding land costs, of 27.9% or $0.9 billion .
– Unique, Diverse Portfolio. We own a portfolio with many diverse market leading assets located across 9 states with a
combination of steady cash flow and longer-term value creation opportunities.
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Significant Value Creation Opportunity. We own one of the preeminent development pipelines in the world with over
50.0 million square feet of vertical entitlements remaining across our portfolio. This represents approximately 7 times
the 7.1 million square feet we have delivered in the last ten years without having to acquire another development site
or external asset, which we believe is a significant competitive advantage over other real estate development
corporations.
Flexible Balance Sheet. As of December 31, 2020, our total debt equaled approximately 46.9% of the book value of
our total assets, which we believe is significantly less than our market value. Our net debt, which includes our share of
debt of real estate and other affiliates less cash and Special Improvement District (SID) and Municipal Utility District
(MUD) receivables, equaled approximately 40.3% of our total enterprise value. Real estate and other affiliates refers
HHC 2020 FORM 10-K | 5
BUSINESS
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Index to Financial Statements
to partnerships or joint ventures primarily for the development and operation of real estate assets. We finished the
year with $1.0 billion of cash on hand. Our strong balance sheet provides substantial insulation against potential
downturns and provides us with the flexibility to evaluate new real estate project opportunities.
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Self-Funded Business Plan. One of our key differentiators is our ability to self-fund significant portions of our new
development without having to dispose of our recently completed developments. Our residential land sales, recurring
NOI and profits on the sales of condominium units generate substantial amounts of free cash flow, which is used to
fund the equity required to execute our many development opportunities. Furthermore, we are not required to pay
dividends and are not restricted from investing in any asset type, amenity or service, providing further flexibility as
compared to many other real estate companies, which are limited in their activities because they have elected to be
taxed as real estate investment trusts (REIT). We believe our structure currently provides significant financial and
operating flexibility to maximize the value of our real estate portfolio.
Environmental, Social and Governance (ESG)
Overview The Howard Hughes Corporation is committed to reducing our environmental footprint and fostering thriving
neighborhoods while delivering sustained financial returns for our investors. Our ESG program is overseen by our CEO,
Board of Directors and ESG Committee. In 2020, we earned the GRESB Green Star designation for the third consecutive
year for our ESG leadership.
HHC is dedicated to building a leading sustainability program and has implemented industry-standard targets and
performance goals to enhance the environmental performance of our portfolio. Our targets include commitments to reduce
energy and water consumption, waste and carbon emissions. We also aim to improve indoor environmental quality and
achieve green building certifications as feasible. For further detail, please refer to the Targets & Performance section of
our latest ESG annual report which can be found on the Company’s website at www.howardhughes.com/hhsustainability.
Environmental Performance HHC systematically increases the environmental performance of our portfolio through
comprehensive environmental sustainability policies and programs rolled out across our properties. We perform strategic
efficiency projects that reduce our environmental impact and lower operating expenses. Additionally, we pursue green
building certifications for select development and operating properties, including LEED, ENERGY STAR, BOMA 360 and
Green Globes. In 2020, we worked with DNV GL Business Assurance USA, Inc. to externally confirm our energy
consumption, water consumption, greenhouse gas emissions and waste data.
Resilience In 2019, we conducted a property-level risk assessment across our operating assets. This assessment
analyzed over 60 physical, social and climate-related transition risks including but not limited to natural disasters,
regulation and market concerns. In 2020, we updated a portion of the risk assessment, and we will continue annual
updates in future years. Our other climate resilience initiatives include training building personnel on emergency response
procedures, sharing weather alerts with our properties in case of severe weather, incorporating drought-resistant
landscaping in dry climates and tracking climate-related legislation, among other items.
Stakeholder Engagement HHC’s stakeholders are integral to the success of our ESG program. We engage our tenants,
employees and communities in a variety of ways. This includes incorporating green lease clauses into all leases at our
BOMA 360-certified office properties. In addition, we invite our tenants and communities to participate in annual
environmental awareness campaigns and Earth Day events, encourage sustainable behavior through our social media
channels, share sustainability tips in our tenant newsletters, and provide waste management guidelines to tenants. All
HHC employees have access to free, online sustainability education through a partnership with our ESG consulting firm.
Through this partnership, we offer sustainability best practice webinars on topics such as energy efficiency, water
efficiency and indoor environmental quality. In addition, our employees can access LEED Green Associate exam training.
Finally, all employees receive our semiannual ESG newsletter, which includes updates on topics such as green building
certifications, ESG reporting, sustainability awareness events and sustainability awards.
HHC 2020 FORM 10-K | 6
BUSINESS
Human Capital
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Index to Financial Statements
As of December 31, 2020, we had approximately 600 employees, approximately 90 of whom were employed at the Las
Vegas Ballpark, which includes seasonal staff required to support ongoing ballpark events and merchandising operations.
As of December 31, 2019, we had approximately 1,500 employees, approximately 800 of whom were employed at our
hotel properties, the Seaport District and the Las Vegas Ballpark. The significant reduction to our headcount as of
December 31, 2020, primarily resulted from outsourcing business operations of our three hotel properties in The
Woodlands and the restaurants at the Seaport District to two third-party management companies, and additionally due to
the reduction of approximately 80 General and Administrative headcount as a result of our Transformation Plan
announced in late 2019.
As a community creator, The Howard Hughes Corporation recognizes people as the lifeblood of our company. We support
our people and encourage them to uncover new ways of working and living happy, healthy lives. We offer competitive
wellness programs to support our employees and their families, including health benefits, a 401k, a fully paid 12-week
maternity leave and four weeks of child bonding leave for both the birth of a child or placement of a child with the
employee for adoption or foster care. We are also proud to be a mother-friendly worksite, providing a supportive
environment and the necessary facilities for nursing mothers. We encourage personal discovery for our team members
and advocate for personal and professional growth through tuition reimbursement, student debt management resources
and a personal growth fund for non-job-related training.
Response to COVID-19 Pandemic Due to the COVID-19 pandemic, beginning in March of 2020, we instituted an
ongoing remote workplace strategy for employees whose job duties are conducive to working from home. We continue to
apply a thoughtful, measured and strategic approach that includes the following protocols:
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The Executive Crisis Team (ECT) established and formalized a Welcome Back Task Force and has a standing
weekly meeting with the Regional Presidents to share updates on the impact of the pandemic. The collaborative
meetings align responsibilities that maintain the safety of our employees, customers and properties, while also
assigning tasks to follow-up on and ensure best practices are being considered to respond to the pandemic in a
clearly defined, organization-wide unified approach.
The status of our data-driven Return to Office triggers are regularly communicated by the Task Force leadership
to all employees. The underlying guide to decisions made by the Welcome Back Task Force has always been to
consider the health and well-being of our employees first, and to err on the side of caution while respecting the
personal circumstances of all employees and offering them reasonable flexibility with respect to returning to the
office when they feel safe to do so.
The Welcome Back Task Force has established Reopening Guidelines addressing policies and procedures
pertaining to cleaning, personal protective equipment, social distancing, modifications to work areas, signage and
security. These guidelines will be strictly enforced by the Task Force when an office is reopened and are subject
to change depending on how the pandemic evolves.
Our Commitment to Equal Employment Opportunity We believe it is the responsibility of each officer, manager and
supervisor to ensure all employment activities are conducted with fairness. We are committed to recruiting, hiring,
developing and promoting the best individuals based on job-related qualifications, and without regard to race, religion,
color, creed, national origin, sex, age, disability, sexual orientation, veteran status, or any other reason prohibited by law.
We do not tolerate differential treatment, and we believe that any practice toward employees or candidates that may get in
the way of that duty hinders us all. We provide reasonable accommodations to qualified individuals with a disability, as
required by law, under the Americans with Disabilities Act and other applicable statutes. Sexual or any other type of
workplace harassment is not tolerated at HHC, and any employee who engages in discriminatory conduct or workplace
harassment is subject to disciplinary action up to and including termination.
Diversity and Inclusion Issues of diversity, equity and inclusion (DEI) have always been important, but the events of
2020 placed them at the forefront of social issues to be addressed more than ever in recent history. HHC took immediate
action to expand upon our existing efforts on diversity hiring and strong partnerships.
Philanthropy HHC is highly attuned to how we impact the lives of those within our communities, and we support over
300 causes of local charities through donations and volunteerism. In 2020, we donated over $2 million through our
corporate social responsibility program, Howard Hughes Cares (HHCares). We offer all full-time employees 24 hours per
year to volunteer, a 1:1 match on financial donations to the charity of their choice and time off to exercise voting rights, all
of which reflects our commitment to sustaining the communities where we live and work.
Professional Development We empower employees to grow at every stage of their career. Full-time employees are
eligible for up to $10,000 annually in reimbursement for professional growth, including continuing higher education and
professional certifications. In addition, conference and seminar attendance is encouraged throughout the Company, to
promote networking, learning and firsthand industry experience. Throughout the years, our employees have participated in
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Index to Financial Statements
hundreds of conferences, including International Council of Shopping Centers (ICSC) Regional Conferences and South by
Southwest (SXSW).
Ethics Compliance Training We believe that strong, well-established ethics are a key tenet of our culture. Training on
our Code of Business Conduct and Ethics is required for all employees throughout their time with Howard Hughes. Our
training guides employees through engaging in ethical business decisions, recognizing unethical behaviors and reporting
when necessary. The training for the 2020 - 2021 year will be completed by all employees within the first quarter of 2021.
Health and Well-Being We enforce the highest standards for building operations to protect the health, well-being and
safety of our employees, tenants, residents and visitors. We are dedicated to improving quality of life by developing
properties with healthy spaces to live, work, relax and socialize. We also believe that attracting and retaining the best
talent means we must strive to provide an inclusionary work environment in which employees feel valued and safe.
We are committed to providing affordable benefits for our employees. For 2021, we will focus on bringing more virtual care
to employees in light of the pandemic including virtual behavioral health benefits. We are also partnering with a new health
and wellness vendor for holistic well-being that will provide an array of discounts and benefits to our employees.
In 2019, we approved and implemented a portfolio-wide Health and Well-Being Guide that provides best practices for
increasing indoor environmental quality (IAQ), such as using non-toxic finishes and materials (paint, carpets and
furnishings with low volatile organic compounds (VOCs) and providing natural daylight and views for occupants. Also, in
2019, we adopted a Green Cleaning Guide encouraging the use of green cleaning products and procedures at all our
managed properties.
Occupational Health and Safety We are continuously evolving to implement processes to improve occupational health
and safety practices. Our Risk Management Department hosts discussions with all Operations leadership regarding health
issues and risks to employees on at least a monthly basis. The department also hosts at least an annual in-person/onsite
training for all employees with respect to Risk Management principles, including safety and security. The Risk
Management Department and insurance broker consultants visit each HHC location frequently throughout the year for
internal safety inspections. In addition, our regional teams report any safety and security incidents through Case Global,
and these reports are shared with the Risk Management team.
Overview of Business Segments
The following further describes our four business segments and provides a general description of the assets comprising
these segments. Refer to Item 2. Properties for additional details on individual properties, including assets by reportable
segment, geographic location and predominant use at December 31, 2020. These sections should be referred to when
reading Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, which contains
information about our financial results and operating performance for our business segments.
Operating Assets We have developed many of the assets in our Operating Assets segment since the Company’s
inception in 2010. As of December 31, 2020, we have 76 Operating Assets, including our investments in joint ventures and
other assets, consisting of 15 retail, 33 office, 12 multi-family, 3 hospitality and 13 other operating assets and investments.
Excluding our projects under construction, we own approximately 10.4 million square feet of retail and office space, 3,840
multi-family units and 909 rooms in our hospitality assets.
Revenue is primarily generated through rental and hospitality services and is directly impacted by trends in rental and
occupancy rates and operating costs. We will also occasionally sell an operating asset when it does not complement our
existing properties or no longer fits within our current strategy. We believe that the long-term value of our Operating Assets
is driven by their concentration in our MPCs where we have a unique level of control and competitive advantage. We
believe these assets have the potential for future growth by increasing rental rates, absorbing remaining vacancy and
changing the tenant mix in retail centers to improve gross sales revenue of our tenants, thereby increasing rents.
For certain assets, we believe there are opportunities to improve operating performance through redevelopment or
repositioning. Redevelopment plans for these assets may include office, retail or residential space, shopping centers,
movie theaters, parking complexes or open space. The redevelopment plans may require that we obtain permits, licenses,
consents and/or waivers from various parties. These opportunities will require new capital investment and vary in
complexity and scale. The redevelopment opportunities range from those that would have minimal disruption to the
property to those requiring partial or full demolition of existing structures for new construction. Factors we evaluate in
determining whether to redevelop or reposition an asset include 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.
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We generally transfer an operating asset that is being repositioned or redeveloped into our Strategic Developments
segment when we close operations at a property and/or begin construction on the redevelopment project. Upon
completion of construction or renovation of a development or redevelopment, the asset is fully or partially placed in service
and transferred back into our Operating Assets segment.
Master Planned Communities As of December 31, 2020, we own the MPCs of Summerlin in Las Vegas; The
Woodlands, The Woodlands Hills and Bridgeland in the Houston region; and Columbia in Maryland. Our MPC segment
includes the development and sale of residential and commercial land, primarily in large-scale, long-term projects. These
developments often require decades of investment and continued focus on the changing market dynamics surrounding
these communities. We believe that the long-term value of our MPCs remains strong because of their competitive
positioning in their respective markets, our in-depth experience in diverse land use planning and the fact that we have
substantially completed the entitlement processes within the majority of our communities.
Our MPCs have won numerous awards for design excellence and for community contribution. Summerlin and Bridgeland
were again ranked by Robert Charles Lesser & Co., LLC (RCLCO), capturing third and ninth highest selling master
planned communities in the nation, respectively, for the year ended December 31, 2020. See the MPC section of Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations for details of additional
accolades awarded to our MPCs.
We expect the competitive position, desirable locations and land development expertise to drive the long-term growth of
our MPCs. As of December 31, 2020, our MPCs encompass over of 80,000 gross acres of land and include approximately
10,151 remaining saleable acres of land. Residential sales, which are generated primarily from the sale of finished lots
and undeveloped superpads to residential homebuilders and developers, include standard and custom parcels designated
for detached and attached single family homes, and range from entry-level to luxury homes. Superpad sites are generally
20 to 25-acre parcels of unimproved land where we develop and construct the major utilities (water, sewer and storm
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 price participation with homebuilders.
We also occasionally sell or lease land for commercial development when we deem its use will not compete with our
existing properties or our development strategy. Commercial sales include land parcels designated for retail, office,
hospitality, 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.
Seaport District The Seaport District spans 453,000 square feet and several city blocks, including Pier 17, the Tin
Building, the Historic District and the 250 Water Street parking lot. Our Seaport District segment is part non-stabilized
operating asset, part development project and part operating business. The Seaport District businesses are comprised of
the landlord operations, managed businesses and events and sponsorships categories. As we own, either entirely or in
joint venture, many of the businesses, the NOI and stabilization of the Seaport District is less predictable than our
Operating Assets segment.
The Jean-Georges marketplace in the Tin Building is the remaining current redevelopment project at the Seaport District.
As a result of impacts related to COVID-19, there were delays in construction, however the building is expected to be
substantially complete in the fourth quarter of 2021 with opening expected in early 2022, assuming that we receive the
necessary approvals on a timely basis. Total estimated aggregate project costs remaining to be spent and funded by us as
of December 31, 2020, for the Seaport District projects currently under construction are $143.3 million.
Strategic Developments Our Strategic Developments segment consists of 18 development or redevelopment projects,
most of which require extensive planning and expertise in large-scale and long-range development to maximize their
highest and best uses. The strategic process is complex and unique to each asset and requires on-going assessment of
the changing market dynamics prior to the commencement of construction. We must study each local market, determine
the highest and best use of the land and necessary improvements to the area, obtain entitlements and permits, complete
architectural design and construction drawings, secure tenant commitments and obtain and commit sources of capital.
We are in various stages of predevelopment or execution of our strategic plans for many of these assets based on market
conditions. As of December 31, 2020, we had 4 properties under construction and not yet placed into service. Total
estimated aggregate project costs remaining to be spent on our properties under construction as of December 31, 2020,
are $597.7 million, of which $77.8 million remains to be funded by us and the balance will be funded with existing debt.
We generally obtain construction financing to fund the majority of the costs associated with developing these assets.
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Competition
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The nature and extent of our competition depends on the type of property involved. With respect to our Operating Assets
and Seaport District segments, we primarily compete for retail and office tenants and hospitality guests. We also compete
for residential tenants in our Operating Assets segment. 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 or that we, or others, may develop in the future; (4) diversity of
retailers and anchor tenants at shopping center locations; (5) management and operational expertise; and (6) rental rates.
The principal factors influencing tenant leasing decisions for our office space include: (1) rental rates; (2) attractive views;
(3) walkable retail; (4) commute time; (5) efficiency of space; and (6) demographics of available workforce. For residential
tenants of our multi-family properties in our Operating Assets segment, we believe the factors that impact their decision of
where to live are: (1) walkability/proximity to work; (2) amenities; and (3) the best value for their money. Our hospitality
guests generally make decisions on which hotel they prefer based on: (1) the nature and intention of their trip; (2) brand
loyalty; or (3) location and convenience to either an urban or open resort experience.
With respect to our MPC segment, we compete with other landholders and residential and commercial property
developers primarily in the development of properties within Las Vegas, Nevada; the greater Houston, Texas area; and the
Baltimore, Maryland/Washington, D.C. markets. Significant factors that we believe allow us to compete effectively in this
business include:
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the size and scope of our MPCs
years of experience serving and strong reputation within the industry
the recreational and cultural amenities available within our communities
the commercial centers in the communities, including the properties that we own and/or operate or may develop
our relationships with homebuilders
our level of debt relative to total assets
the proximity of our developments to major metropolitan areas
With respect to our Strategic Developments segment and certain developable assets in our Seaport District segment,
including the Tin Building and 250 Water Street, our direct competitors include other commercial property developers and
other owners of commercial real estate that engage in similar businesses. With respect to our Strategic Developments
segment, we also compete with residential condominium developers. With significant existing entitlements, we hold an
advantage over many of our competitors in our markets in that we already own and control, or have significant influence
over, substantial acreage for development. We also own the majority of square feet of each product type in many of our
markets.
Regulatory Matters
A portion of our business is dedicated to the development 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 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. Responses or comments on our condominium filings may delay our ability to sell condominiums in certain
states and other jurisdictions in a timely manner, or at all. In addition, approval to develop real property sometimes
requires political support and generally entails an extensive entitlement process involving multiple and overlapping
regulatory jurisdictions and often requires discretionary action by local governments. Real estate projects must generally
comply with local land development regulations and may need to comply with state and federal regulations. We incur
substantial costs to comply with legal and regulatory requirements.
Various local, state and federal statutes, ordinances, rules and regulations concerning building, health and safety, site and
building design, environment, zoning, sales and similar matters apply to and/or affect the real estate development industry.
Our ability to obtain or renew permits or approvals and the continued effectiveness of permits already granted or
approvals already obtained depends on factors beyond our control, such as changes in federal, state and local policies,
rules and regulations and their interpretations and application.
There is a variety of legislation being enacted, or considered for enactment, at the federal, state and local level relating to
energy and climate change. This legislation relates to items such as carbon dioxide emissions control and building codes
that impose energy efficiency standards. New building code requirements that impose stricter energy efficiency standards
could significantly increase our cost to construct buildings. As climate change concerns continue to grow, legislation and
regulations of this nature are expected to continue and become more costly to comply with. We may be required to apply
for additional approvals or modify our existing approvals because of changes in local circumstances or applicable law.
Energy-related initiatives affect a wide variety of companies throughout the United States and the world and, because our
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operations are heavily dependent on significant amounts of raw materials, such as lumber, steel and concrete, they could
have an indirect adverse impact on our operations and profitability to the extent the manufacturers and suppliers of our
materials are burdened with expensive cap and trade and similar energy related taxes and regulations. Governmental
regulation also affects sales activities, mortgage lending activities and other dealings with consumers. Further,
government agencies routinely initiate audits, reviews or investigations of our business practices to ensure compliance
with applicable laws and regulations, which can cause us to incur costs or create other disruptions in our business that
can be significant. We may experience delays and increased expenses as a result of legal challenges to our proposed
communities, whether brought by governmental authorities or private parties.
Under various federal, state and local laws and regulations, an owner of real estate is liable for the costs of remediation of
certain hazardous substances, including petroleum and certain toxic substances (collectively hazardous 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 substances. The costs of remediation of such substances may be substantial, and
the presence of such substances, or the failure to 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. 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.
Substantially all of our properties have been subject to third-party Phase I Environmental Site Assessments (ESAs), which
are intended to evaluate the environmental condition of the surveyed and surrounding properties. This includes the 250
Water Street property in the Seaport District, which we purchased in June 2018. The Phase I ESA identified historic fill and
two probable gasoline underground storage tanks on the property and historical factory and other industrial uses
(including a gasoline service station and thermometer factory) on the property and in the area. A limited Phase II
Environmental Site Investigation (ESI) for 250 Water Street confirmed the presence of typical historic fill; an anomaly
consistent with an underground petroleum storage tank and an associated, limited area of petroleum impacts; and
mercury in soil in certain areas above established acceptable background levels. The property’s current use as a parking
lot does not require remediation at this time. The property is in the New York State Brownfield Cleanup Program (BCP)
with the Company as a Volunteer (an entity not responsible for the contamination), and will be remediated, as necessary,
under the BCP prior to or concurrent with future redevelopment activities. As a result, as of December 31, 2020, neither
the ESA or ESI for 250 Water Street nor the completed ESAs of our other properties have revealed any known
environmental liability that we believe would have a material adverse effect on our overall business, financial position 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 prior to 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 or by third parties unrelated to us.
Available Information
Our website address is www.howardhughes.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other publicly filed documents, including all exhibits filed therewith, 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 at www.sec.gov. Also available
through the 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 incorporated into
this Annual Report on Form 10-K. From time to time, we use our website as an additional means of disclosing public
information to investors, the media and others interested in us.
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RISK FACTORS
Item 1A. Risk Factors
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Index to Financial Statements
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 INDUSTRY, MARKET AND CUSTOMERS
Our performance and the market value of our securities are subject to risks associated with our investments in
real estate assets and with trends in the real estate industry.
Our economic performance and the value of our real estate assets and, consequently the market value of the Company’s
securities, are subject to the risk that our properties may not generate revenues sufficient to meet our operating expenses
or other obligations. A deficiency of this nature would adversely impact our financial condition, results of operations, cash
flows, the quoted trading price of our securities and our ability to satisfy our debt service obligations.
A downturn in the housing market or decline in general economic conditions could adversely affect our
business, financial condition and operations.
We believe that new home sales are an important indicator of future demand for our superpad sites, lots and
condominium units. Demand for new homes is sensitive to changes in economic conditions such as the level of
employment, consumer confidence, consumer income, the availability of financing and interest rate levels. The prior
economic downturn severely affected both the numbers of homes that could be sold in our MPCs and the prices for which
homebuilders could sell them. We cannot predict when another economic downturn in the housing market will occur. If
there were another economic downturn in the housing market or in general economic conditions, the resulting decline in
demand for new homes and condominium units would likely have a material adverse effect on our business, financial
condition and results of operations.
Our condominium sales are sensitive to interest rates and the ability of consumers to obtain mortgage financing.
The ability of the ultimate buyers of condominiums to finance their purchases is generally dependent on their personal
savings and availability of third-party financing. Consequently, the demand for condominiums will be adversely affected by
increases in interest rates, unavailability of mortgage financing, increasing housing costs and unemployment levels.
Levels of income and savings, including retirement savings, available to condominium purchasers can be affected by
declines in the capital markets. Any significant increase in the mortgage interest rates or decrease in available credit could
reduce consumer demand for housing, and result in fewer condominium sales, which may have an adverse effect on our
business, financial condition and results of operations.
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. The rate of
defaults may increase from historical levels due to the personal finances of purchasers being negatively impacted as a
result of COVID-19. Defaults by purchasers to pay any remaining portions of the sales prices for condominium units under
contract may have an adverse effect on our business, financial condition and results of operations.
Downturn in tenants’ businesses may reduce our revenues and cash flows.
An office or retail tenant may experience a downturn in its business, which may weaken its financial condition and result in
its failure to make timely rental payments or result in defaults under our leases. The rate of defaults may increase from
historical levels due to tenants’ businesses being negatively impacted by the COVID-19 pandemic. In the event of default
by a tenant, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our
investment.
We may be negatively impacted by the consolidation or closing of anchor stores.
Many of our mixed-used properties are anchored by “big box” tenants. We could be adversely affected if these or other
anchor stores were to consolidate, close or enter into bankruptcy. Given the current economic environment for certain
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Index to Financial Statements
retailers, there is a heightened risk an anchor store could close or enter into bankruptcy. Any losses resulting from the
bankruptcy of any of our existing tenants could adversely impact our financial condition. Even if we own the anchor space,
we may be unable to re-lease this area or to re-lease it on comparable terms. The loss of these revenues could adversely
affect our results of operations and cash flows. Further, the temporary or permanent loss of any anchor would likely
reduce customer traffic in the retail center, which could lead to decreased sales at other retail stores. Rents obtained from
other tenants may be adversely impacted as a result of co-tenancy clauses in their leases. One or more of these factors
could cause the retail center to fail to meet its debt service requirements. The consolidation of anchor stores may also
negatively affect lease negotiations and current and future development projects.
We may be unable to renew leases or re-lease available space.
We cannot provide any assurance that existing leases will be renewed, available space will be re-leased or that our rental
rates will be equal to or above the current rental rates. Delays in payments and the rate of defaults on existing leases has
increased from historical levels due to tenants’ businesses being negatively impacted as a result of COVID-19. If the
average rental rates for our properties decrease, existing tenants do not renew their leases, or available space is not re-
leased, our financial condition, results of operations, cash flows, the quoted trading price of our securities and our ability to
satisfy our debt service obligations at the affected properties could be adversely affected.
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 MPCs, we compete
with other landholders and residential and commercial property developers in the development of properties in the
respective MPC regions. Numerous 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 internet retailers,
retailers at other regional shopping centers, outlet malls and other discount shopping centers, discount shopping clubs,
and catalog companies. Competition of this type could adversely affect our results of operations and financial condition. In
addition, we compete with other major real estate investors with significant capital for attractive investment and
development opportunities. These competitors include REITs and private institutional investors.
RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE AND STRATEGY
Our performance may be negatively impacted by our management transitions, and we will continue to depend on
the services and performance of our other senior management and key employees.
On September 17, 2020, Paul Layne retired as our Chief Executive Officer. David O’Reilly, our President and Chief
Financial Officer, agreed to additionally serve as our interim Chief Executive Officer. Effective December 1, 2020, David
O’Reilly was appointed Chief Executive Officer, L. Jay Cross was appointed President and Mr. O’Reilly agreed to continue
as our interim Chief Financial Officer while a search is conducted for a permanent successor. Our future performance will
depend, in part, on the successful transitions of Mr. O’Reilly as our new Chief Executive Officer, Mr. Cross as our
President and the successor for Mr. O’Reilly as Chief Financial Officer. If we do not successfully manage these transitions,
it could be viewed negatively by our customers, employees or investors and could have an adverse impact on our
business. Our future performance also will continue to depend on the services and contributions of our other senior
management and key employees to execute on our Transformation Plan and to identify and pursue new opportunities.
The proposed sale of our non-core assets is subject to various risks and uncertainties and may not be completed
on the terms or timeline currently contemplated, if at all.
On October 21, 2019, we announced our intention to sell our non-core assets. There can be no assurance of the terms,
timing or structure of any transaction involving such assets, whether we will be able to identify buyers for the assets on
favorable terms or at all, or whether any such transaction will take place at all. In addition, any such transaction is subject
to risks and uncertainties, including unanticipated developments, regulatory approvals or clearances and uncertainty in the
financial markets, that could delay or prevent the completion of any such transaction.
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The proposed sales of our non-core assets may not achieve some or all of the anticipated benefits.
Executing the proposed sales of our non-core assets will require us to incur costs and will require the time and attention of
our senior management and key employees, which could distract them from operating our business, disrupt operations
and result in the loss of business opportunities, each of which could adversely affect our business, financial condition and
results of operations. We may also experience increased difficulty in attracting, retaining and motivating key employees
during the pendency of the sale and following its completion, which could harm our business. Even if the proposed sale is
completed, we may not realize some or all of the anticipated benefits from the sale, and the sale may in fact adversely
affect our business.
The concentration of our properties in certain states may make our revenues and the value of our assets
vulnerable to adverse changes in local economic conditions.
Many of the properties we own are located in the same or a limited number of geographic regions, including Texas,
Hawai‘i, Nevada, New York and Maryland. Our operations at the properties in these states are generally subject to
significant fluctuations by various factors that are beyond our control such as 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, as well as the local real estate conditions, such as an oversupply of, or a reduction in
demand for, retail space or retail goods, hotel rooms and the availability and creditworthiness of current and prospective
tenants.
In addition, some of our properties are subject to various other factors specific to those geographic areas. For example,
tourism is a major component of both the local economies in Hawai‘i and Nevada. Ward Village, which is located in
Honolulu, Hawai‘i, and Summerlin, which is located in Las Vegas, Nevada, may be impacted by the local and global
tourism industry. These properties are susceptible to any factors that affect travel and tourism related to Hawai‘i and Las
Vegas, including cost and availability of air services and the impact of any events that disrupt air travel to and from these
regions. Moreover, these properties may be affected by risks such as acts of terrorism and natural disasters, including
major fires, floods and earthquakes, as well as severe or inclement weather, which could also decrease tourism activity in
Las Vegas or Hawai‘i.
Further, Summerlin is to some degree dependent on the gaming industry, which could be adversely affected by changes in
consumer trends and preferences and other factors over which we have no control. The gaming industry is characterized
by an increasingly high degree of competition among a large number of participants, including riverboat casinos, dockside
casinos, land-based casinos, video lottery, sweepstakes and poker machines, many of which are located outside of Las
Vegas. Furthermore, competition from internet lotteries, sweepstakes and other internet wagering gaming services, which
allow their customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home or
in non-casino settings, could negatively impact the population in the Las Vegas area. Expansion of internet gaming in
other jurisdictions (both legal and illegal) could further compete with the gaming industry in Las Vegas, which could have a
negative impact on the local Las Vegas economy and result in an adverse effect on Summerlin and Downtown Summerlin.
Markets and the local economy surrounding our properties in Columbia, Maryland are heavily influenced by government
spending and activity. A reduction of government spending in this market generally could decrease the demand for
housing and retail space in this geographic region.
The Woodlands, The Woodlands Hills and Bridgeland in the Houston, Texas region depend significantly on the energy
sector. Our success depends to a large extent upon the business activity, population, income levels, employment trends
and real estate activity in and around Houston, Texas. In the event that oil prices fall and remain depressed for a
sustained period, demand may decrease for housing and commercial space in The Woodlands, Bridgeland and The
Woodlands Hills and hotel rooms at our hospitality properties in The Woodlands.
If any or all of the factors discussed above were to occur and result in our inability to sell or lease our residential and
commercial property, or book an adequate amount of hotel room stays at our hospitality properties, in any of these
geographic regions, it would likely have a material adverse effect on our business, financial condition and results of
operations.
Our business model includes entering into joint venture arrangements with strategic partners, and our strategic
partners may have different interests than us.
We currently have and intend to enter into 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 advantages. In the future, we may not have sufficient resources,
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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 or, to a lesser extent, financial distress of any of our joint venture partners 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 partners might result in our ultimate liability for a greater portion of those obligations than
would otherwise be required.
Because real estate is illiquid, we may not be able to sell properties when in our best interest.
Real estate investments generally, and in particular large office and mixed-use properties like those that we develop and
construct, often cannot be sold quickly. The capitalization rates at which properties may be sold could be higher than
historic rates, thereby reducing our potential proceeds from sale. Consequently, we may not be able to alter our portfolio
promptly in response to changes in economic or other conditions. All of these factors reduce our ability to respond to
changes in the performance of our investments and could adversely affect our business, financial condition and results of
operations.
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. We cannot predict the extent of damage that may result from such adverse weather
events, which depend on a variety of factors beyond our control. Some of our properties, including Houston-area MPCs,
Ward Village, the Seaport District and the Outlet Collection at Riverwalk are located in coastal regions, and could 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. Additionally, adverse weather
events can cause widespread property damage and significantly depress the local economies in which the Company
operates and have an adverse impact on the Company’s business, financial condition and operations.
RISKS RELATED TO OUR BUSINESS OPERATIONS AND INFRASTRUCTURE
Our MPC segment is highly dependent on homebuilders.
We are highly dependent on our relationships with homebuilders to purchase superpad sites and lots at our MPCs. Our
business will be adversely affected if homebuilders do not view our MPCs as desirable locations for homebuilding
operations or due to a change in demand, our inability to achieve certain pricing arrangements or upon an overall decline
in general market conditions. Also, some homebuilders may be unwilling or unable to close on previously committed lot
purchases due to our failure to meet certain conditions in our agreements or otherwise. As a result, we may sell fewer lots
and, in certain instances suspend any of our MPC developments. This would result in lower land sales revenues, which
could have an adverse effect on our financial position and results of operations.
The Seaport District’s operational results are volatile, which could have an adverse effect on our financial
position and results of operations.
The Seaport District’s operational results are volatile. The increased volatility is largely the result of: (i) seasonality; (ii)
potential sponsorship revenue; (iii) potential event revenue; and (iv) business operating risks from various start-up
businesses. We own, either wholly or through joint ventures, and in some instances operate, several start-up businesses
in the Seaport District. As a result, the revenues and expenses of these businesses directly impact the net operating
income of the Seaport District, which could have an adverse effect on our financial position and results of operations. This
is in contrast to our other retail properties where we generally receive lease payments from unaffiliated tenants and are
not necessarily impacted by the operating performance of their underlying businesses.
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We may have to make significant capital expenditures to maintain our hotel properties, and any hotel
redevelopment or development activities we undertake may be more costly than we anticipate.
From time to time, our hotels will have a need for renovations and other capital improvements, including replacements of
furniture, fixtures and equipment. Managers or franchisors of our hotels also require periodic capital improvements
pursuant to management agreements we enter into with them or as a condition of maintaining franchise licenses.
Generally, we are responsible for the cost of these capital improvements. As part of our long-term growth strategy, we may
also develop hotel properties, timeshare units or other alternate uses of portions of our existing properties, including the
development of retail, office or apartments, including through joint ventures. Such renovation and development involve
substantial risks, including, but not limited to:
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the disruption of operations and displacement of revenue at operating hotels, including revenue lost while rooms,
restaurants or meeting space under renovation are out of service
the cost of funding renovations or developments and inability to obtain financing on attractive terms
the return on our investment in these capital improvements or developments failing to meet expectations
governmental restrictions on the nature or size of a project or the inability to obtain all necessary zoning, land
use, building, occupancy and construction permits
disputes with franchisors or property managers regarding compliance with relevant franchise agreements or
management agreements
Furthermore, hotel occupancy and the demand for our hotel products and services has been negatively impacted by the
COVID-19 pandemic. The occurrence of any of the aforementioned risks or any others not currently known to us could
negatively impact certain hotel properties and result in a material adverse effect on our financial condition and results of
operations.
We are exposed to risks associated with the development, redevelopment or construction of our properties.
Our development, redevelopment and construction activities expose us to risks such as:
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inability to obtain construction financing for the development or redevelopment of properties
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 or
condominium prices may not increase sufficiently to compensate for the increased construction costs
construction delays, which may increase project development costs
claims for construction defects after a property has been developed
poor performance or nonperformance by any of our joint venture partners or other third parties on whom we rely;
health and safety incidents and site accidents
easement restrictions which may impact our development costs and timing
compliance with building codes and other local regulations
the inability to secure tenants necessary to support commercial projects
If any of the aforementioned risks were to occur during the development, redevelopment or construction of our properties,
it could have a substantial negative impact on the project’s success and result in a material adverse effect on our financial
condition or results of operations.
Our development projects may subject us to certain liabilities.
We may hire and supervise third-party contractors to provide construction, engineering and various other services for
wholly-owned development projects or development projects undertaken by real estate ventures in which we hold an
equity interest. Certain of these contracts are structured such that we are the principal rather than the agent. As a result,
we may assume liabilities in the course of the project and be subjected to, or become liable for, claims for construction
defects, negligent performance of work or other similar actions by third parties we have engaged.
Adverse outcomes of disputes or litigation could negatively impact our business, results of operations and financial
condition, particularly if we have not limited the extent of the damages to which we may be liable, or if our liabilities exceed
the amounts of the insurance that we carry. Moreover, our tenants and condominium owners may seek to hold us
accountable for the actions of contractors because of our role even if we have technically disclaimed liability as a legal
matter, in which case we may determine it necessary to participate in a financial settlement for purposes of preserving the
tenant or customer relationship or to protect our corporate brand. Acting as a principal may also mean that we pay a
contractor before we have been reimbursed by our tenants or have received the entire purchase price of a condominium
unit from the purchaser. This exposes us to additional risks of collection in the event of a bankruptcy, insolvency or a
condominium purchaser default. The reverse can occur as well, where a contractor we have paid files for bankruptcy
protection or commits fraud with the funds before completing a project which we have funded in part or in full.
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For example, we are directly paying the costs to repair certain defects at the Waiea condominium tower in Ward Village
and will seek to recoup these costs from the general contractor and other responsible parties. In 2018, recognized a $13.4
million charge for certain window repairs at Waiea. We have subsequently entered into a settlement agreement with the
Waiea homeowners association pursuant to which we have agreed to pay for the repair of certain construction defects at
the tower. As a result of this settlement agreement, we recognized an additional $97.9 million charge in the first quarter of
2020. We believe the general contractor is ultimately responsible for the defects and expect to recover our repair costs
from the general contractor, other responsible parties and insurance proceeds; however, we can provide no assurances
that all or any portion of these costs will be recovered.
A breach of the Company’s privacy or information security systems, or those of our vendors or other third
parties, could compromise our information and expose us to liability, which would cause our business and
reputation to suffer.
The protection of tenant, business partner, employee and company data is critically important to us. 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 collection and use of personally identifiable information is governed by federal and state laws and regulations. Privacy
and information security laws continue to evolve and may be inconsistent from one jurisdiction to another. Compliance
with all such laws and regulations may increase the Company’s operating costs and adversely impact the Company’s
ability to market the Company’s properties and services.
The security measures that we and our vendors put in place cannot provide absolute security, and the information
technology infrastructure we and our vendors use may be vulnerable to criminal cyber-attacks or data security incidents,
including, ransom of data, such as, without limitation, tenant, business partner and/or employee information, due to
employee error, malfeasance or other vulnerabilities. Any such incident could compromise our networks or our vendors’
networks (or the networks or systems of third parties that facilitate our business activities or our vendors’ business
activities), and the information we or our vendors store could be accessed, misused, publicly disclosed, corrupted, lost or
stolen, resulting in fraud, including wire fraud related to our assets, or other harm. Moreover, if a data security incident or
breach affects our systems or our vendors’ systems, whether through a breach of our systems or a breach of the systems
of third parties, or results in the unauthorized release of personally identifiable information, our reputation and brand could
be materially damaged and we may be exposed to a risk of loss or litigation and possible liability, including, without
limitation, loss related to the fact that agreements with our vendors, or our vendors’ financial condition, may not allow us to
recover all costs related to a cyber-breach for which they alone are responsible for or which we are jointly responsible for,
which could result in a material adverse effect on our business, results of operations and financial condition.
Privacy and information security risks have generally increased in recent years because of the proliferation of new
technologies, such as ransomware, and the increased sophistication and activities of perpetrators of cyber-attacks. In light
of the increased risks, we have dedicated substantial additional resources of expense, labor and time to strengthening the
security of our computer systems. In the future, we may expend additional resources to continue to enhance our
information security measures and/or to investigate and remediate any information security vulnerabilities. Despite these
steps, there can be no assurance that we will not suffer a significant data security incident in the future, that unauthorized
parties will not gain access to sensitive data stored on our systems or that any such incident will be discovered in a timely
manner. Any failure in or breach of our information security systems, those of third party service providers or a breach of
other third party systems that ultimately impacts our operational or information security systems as a result of cyber-
attacks or information security breaches could result in a wide range of potentially serious harm to our business and
results of operations. Further, the techniques used by criminals to obtain unauthorized access to sensitive data, such as
phishing and other forms of human engineering, are increasing in sophistication and are often novel or change frequently;
accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures.
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
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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.
Pershing Square will have the ability to influence our policies and operations and its interests may not in all
cases be aligned with other stockholders.
Pershing Square beneficially owns approximately 24.5% of our outstanding common stock as of January 11, 2021.
Additionally, Mr. William Ackman, founder and chief executive officer of Pershing Square, is the chairman of our board of
directors. Accordingly, Pershing Square will have the ability to influence our policies and operations, including the
appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any,
on our common stock, the incurrence or modification of debt by us, amendments to our amended and restated certificate
of incorporation and amended and restated bylaws and the entering into of extraordinary transactions, and its interests
may not in all cases be aligned with other stockholders’ interests.
FINANCIAL RISKS
Our indebtedness could adversely affect our business, prospects, financial condition or results of operations and
prevent us from fulfilling our obligations under our Senior Notes and Loan Agreements.
We have a significant amount of indebtedness. As of December 31, 2020, our total consolidated debt was approximately
$4.3 billion (excluding an undrawn balance of $185.0 million under our revolving facilities) of which $2.3 billion was
recourse to the Company or one of its subsidiaries. In addition, we have $145.2 million of recourse guarantees associated
with undrawn construction financing commitments as of December 31, 2020. As of December 31, 2020, our proportionate
share of the debt of our non-consolidated joint ventures (Real estate and other affiliates) was $274.5 million based upon
our economic ownership of which $100.6 million was recourse to The Company.
Subject to the limits contained in the indentures governing the $750 million 5.375% senior notes due 2028, the $650
million 4.125% senior notes due 2029, and the $650 million 4.375% senior notes due 2031 (collectively, the Senior Notes),
the limits contained in the agreements governing our $615.0 million Term Loan and $85.0 million Revolver (collectively, the
Loan Agreements) that mature on September 18, 2023, and any limits under our other debt agreements, we may need to
incur substantial additional indebtedness from time to time, including project indebtedness for developments by our
subsidiaries. If we incur additional indebtedness, the risks related to our level of indebtedness could intensify. Specifically,
an increased level of indebtedness could have important consequences, including:
– making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the Senior
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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, debt service
requirements, execution of our business strategy or finance other general corporate requirements
requiring us to make non-strategic divestitures, particularly when the availability of financing in the capital markets
is limited, which may adversely impact sales prices
requiring a substantial portion of our cash flow to be allocated to debt service payments instead of other business
purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures,
acquisitions, dividends and other general corporate purposes
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
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
placing us at a disadvantage compared to other, less leveraged competitors
limiting our ability, or increasing the costs, to refinance indebtedness
resulting in an event of default if we fail to satisfy our obligations under our indebtedness, which default could
result in all or part of our indebtedness 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 indentures governing our Senior Notes, the Loan Agreements and our other debt agreements contain
restrictions that may limit our ability to operate our business.
The indentures governing our Senior Notes contain certain restrictions that may limit our ability to operate. In addition, the
Loan Agreements contain representations and covenants customary for loan agreements of this type, including financial
covenants related to maintenance of interest coverage ratios and loan-to-value ratios with respect to the certain
mortgaged properties, taken as a whole. The Loan Agreements also contain customary events of default, certain of which
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are subject to cure periods. These restrictions limit our ability or the ability of certain of our subsidiaries to, among other
things:
incur indebtedness or issue equity
create certain liens
pay dividends on, redeem or repurchase capital stock or make other restricted payments
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consolidate, merge or transfer all, or substantially all, of our assets
enter into or amend lease or other agreements or transactions without consent
substitute collateral, if applicable, due to produce and geographic concentrations
enter into transactions with our affiliates
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 ratios and maximum leverage ratios. The restrictions under the indentures 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 inconsistent with our business objectives and
strategies to meet such ratios and satisfy the covenants in our debt agreements. Events beyond our control, such as
changes in economic and business conditions or the volatility and uncertainty created by COVID-19, 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
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 would likely result in a default under such debt agreements, which may
accelerate the principal and interest payments of the debt and, if such debt is secured, result in the foreclosure on certain
of 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 credit 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 that we will have sufficient assets to satisfy our obligations under the notes or our other debt.
We may be unable to develop and expand our properties without sufficient capital or financing.
Our business objective includes the development and redevelopment of our properties, particularly those in our Strategic
Developments segment, which we may be unable to do if we do not have, cannot obtain or cannot generate sufficient
capital from MPC land sales or operations, debt capital from lenders or the capital markets, or government incentives,
such as tax increment financing, to proceed with planned development, redevelopment or expansion activities. We may
be unable to access or acquire financing due to the market volatility and uncertainty created by COVID-19. We may be
unable to obtain an 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 underway
that we are unable to complete due to the inability to secure additional capital to finance such activities. This 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 recoverable, in full or in part, from future operations or sale
resulting in impairment charges.
We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is
determined or the use of alternative reference rates.
As of December 31, 2020, we had approximately $1.9 billion of mortgages, notes and loans payable indexed to the
London Interbank Offered Rate (LIBOR). In July 2017, the United Kingdom regulator that regulates LIBOR announced its
intention to phase out LIBOR rates by the end of 2021. The Alternative Reference Rates Committee (ARRC), a steering
committee comprised of large U.S. financial institutions, has proposed replacing USD-LIBOR with a new index calculated
by short-term repurchase agreements - the Secured Overnight Financing Rate (SOFR). At this time, no consensus exists
as to what rate or rates may become accepted alternatives to LIBOR, and it is impossible to predict whether and to what
extent banks will continue to provide LIBOR submissions to the administrator of LIBOR, whether LIBOR rates will cease to
be published or supported before or after 2021 or whether any additional reforms to LIBOR may be enacted in the United
Kingdom or elsewhere. Such developments and any other legal or regulatory changes in the method by which LIBOR is
determined or the transition from LIBOR to a successor benchmark may result in, among other things, a sudden or
prolonged increase or decrease in LIBOR, a delay in the publication of LIBOR, and changes in the rules or methodologies
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in LIBOR, which may discourage market participants from continuing to administer or to participate in LIBOR’s
determination and, in certain situations, could result in LIBOR no longer being determined and published. If a published
U.S. dollar LIBOR rate is unavailable after 2021, the interest rates on our mortgage notes, which is indexed to LIBOR will
be determined using various alternative methods, any of which may result in interest obligations which are more than or
do not otherwise correlate over time with the payments that would have been made on such debt if U.S. dollar LIBOR was
available in its current form. Further, the same costs and risks that may lead to the unavailability of U.S. dollar LIBOR may
make one or more of the alternative methods impossible or impracticable to determine. Any of these proposals or
consequences could have a material adverse effect on our financing costs, and as a result, our financial condition,
operating results and cash flows.
We are subject to risks associated with hedging arrangements.
We enter into interest rate swap agreements and other interest rate hedging contracts, including caps and cash settled
forward starting swaps, to mitigate or reduce our exposure to interest rate volatility or to satisfy lender requirements.
These agreements expose us to additional risks, including a risk that counterparties of these hedging and swap
agreements will not perform. There also could be significant costs and cash requirements involved to fulfill our obligations
under a hedging agreement. In addition, our hedging activities may not have the desired beneficial impact on interest rate
exposure and have a negative impact on our business, financial condition and results of operations.
We may not realize the value of our tax assets.
Certain provisions of the Internal Revenue Code could limit our ability to fully utilize certain tax assets if we were to
experience a change in control. If such an event were to occur, the cash flow benefits we might otherwise have received
could be decreased. As of December 31, 2020, we have approximately $580.4 million of federal net operating loss
carryforwards which are not subject to the change in control limitation rules.
Inflation may adversely affect us by increasing costs beyond what we can recover through price increases.
Inflation can adversely affect us by increasing costs of land, materials and labor. In addition, significant inflation is often
accompanied by higher interest rates, which have a negative impact on demand for homes in our MPCs and demand for
our condominium projects, and our ability to refinance existing indebtedness on favorable terms, or at all. In an inflationary
environment, depending on the homebuilding industry and other economic conditions, we may be precluded from raising
land prices enough to keep up with the rate of inflation, which could significantly reduce our profit margins. In recent years
we have been experiencing increases in the prices of labor and materials above the general inflation rate. Our inability to
recover increasing costs due to inflation through price increases could have a material adverse effect on our results of
operations, financial conditions and cash flows.
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.
REGULATORY, LEGAL AND ENVIRONMENTAL RISKS
Our development, construction and sale of condominiums are subject to state regulations and may be subject to
claims from the condominium owner’s association at each project.
A portion of our business is dedicated to the development 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 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. Responses or comments on our condominium filings may delay our ability to sell condominiums in certain
states and other jurisdictions in a timely manner, or at all. 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, construction 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
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affect our reputation in condominium development and ultimately have a material adverse effect on our business, financial
condition and results of operations.
Development of properties entails a lengthy, uncertain and costly entitlement process.
Approval to develop real property sometimes requires political support and generally entails an extensive entitlement
process involving multiple and overlapping regulatory jurisdictions and often requires discretionary action by local
governments. Real estate projects must generally comply with local land development regulations and may need to
comply with state and federal regulations. We incur substantial costs to comply with legal and regulatory requirements. An
increase in legal and regulatory requirements may cause us to incur substantial additional costs, or in some cases cause
us to determine that the property is not feasible for development. 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.
Specifically, our redevelopment plans for the full-block, vacant parking lot at 250 Water Street within the Seaport District
require approval by the New York City Landmarks Preservation Commission, and as currently proposed, subject to a
Uniform Land Use Review Procedure requiring approval by the New York City Planning Commission and the New York
City Council. Our inability to obtain these approvals would negatively impact our redevelopment plans for 250 Water Street
and potentially other related developments in the Seaport District.
Government regulations and legal challenges may delay the start or completion of the development of our
communities, increase our expenses or limit our homebuilding or other activities.
Various local, state and federal statutes, ordinances, rules and regulations concerning building, health and safety, site and
building design, environment, zoning, sales and similar matters apply to and/or affect the real estate development industry.
In addition, our ability to obtain or renew permits or approvals and the continued effectiveness of permits already granted
or approvals already obtained depends on factors beyond our control, such as changes in federal, state and local policies,
rules and regulations and their interpretations and application.
Municipalities may restrict or place moratoriums on the availability of utilities, such as water and sewer taps. If
municipalities in which we operate take such actions, it could have an adverse effect on our business by causing delays,
increasing our costs or limiting our ability to operate in those municipalities. These measures may reduce our ability to
open new MPCs and to build and sell other real estate development projects in the affected markets, including with
respect to land we may already own, and create additional costs and administration requirements, which in turn may harm
our future sales, margins and earnings.
In addition, there is a variety of legislation being enacted, or considered for enactment, at the federal, state and local level
relating to energy and climate change. This legislation relates to items such as carbon dioxide emissions control and
building codes that impose energy efficiency standards. New building code requirements that impose stricter energy
efficiency standards could significantly increase our cost to construct buildings. Such environmental laws may affect, for
example, how we manage storm water runoff, wastewater discharges and dust; how we develop or operate on properties
on or affecting resources such as wetlands, endangered species, cultural resources, or areas subject to preservation
laws; and how we address contamination. As climate change concerns continue to grow, legislation and regulations of this
nature are expected to continue and become more costly to comply with. In addition, it is possible that some form of
expanded energy efficiency legislation may be passed by the U.S. Congress or federal agencies and certain state
legislatures, which may, despite being phased in over time, significantly increase our costs of building MPCs and the sale
price to our buyers and adversely affect our sales volumes. We may be required to apply for additional approvals or
modify our existing approvals because of changes in local circumstances or applicable law.
Energy-related initiatives affect a wide variety of companies throughout the United States and the world and, because our
operations are heavily dependent on significant amounts of raw materials, such as lumber, steel and concrete, they could
have an indirect adverse impact on our operations and profitability to the extent the manufacturers and suppliers of our
materials are burdened with expensive cap and trade and similar energy related taxes and regulations. Our
noncompliance with environmental laws could result in fines and penalties, obligations to remediate, permit revocations
and other sanctions.
Governmental regulation affects not only construction activities but also sales activities, mortgage lending activities and
other dealings with consumers. Further, government agencies routinely initiate audits, reviews or investigations of our
business practices to ensure compliance with applicable laws and regulations, which can cause us to incur costs or create
other disruptions in our business that can be significant. Further, we may experience delays and increased expenses as a
result of legal challenges to our proposed communities, whether brought by governmental authorities or private parties.
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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 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.
Compliance with the Americans with Disabilities Act may be a significant cost for us.
The Americans with Disabilities Act of 1990, as amended (ADA), requires that all public accommodations and commercial
facilities, including office buildings, meet certain federal requirements related to access and use by disabled persons.
Compliance with ADA requirements could involve the removal of structural barriers from certain disabled persons’
entrances which could adversely affect our financial condition and results of operations. Other federal, state and local laws
may require modifications to or restrict further renovations of our properties with respect to such accesses.
Noncompliance with the ADA or similar or related laws or regulations could result in the United States government
imposing fines or private litigants being awarded damages against us. In addition, changes to existing requirements or
enactments of new requirements could require significant expenditures. Such costs may adversely affect our business,
financial and results of operations.
Climate change may adversely affect our business.
As a result of climate change, we may experience extreme weather and changes in precipitation and temperature, all of
which may result in physical damage or a decrease in demand for our properties located in the areas affected by these
conditions. Should the impact of climate change be material in nature or occur for lengthy periods of time, our financial
condition or results of operations would be adversely affected.
GENERAL RISKS
COVID-19 has disrupted our business and has had a material adverse effect on our business, financial
performance and condition, operating results and cash flows.
COVID-19 has disrupted our business and has had a material adverse effect on our business, financial performance and
condition, operating results and cash flows, and will continue to materially adversely impact and cause disruption to, our
business, financial performance and condition, operating results and cash flows. Factors that would negatively impact our
ability to successfully operate during and after COVID-19 or another pandemic include:
–
–
–
our ability to continue to sell land to residential homebuilders and developers in our MPCs at attractive prices,
which would lead to lower land sales revenue in our MPC segment, if such homebuilders continue to see a
decline in new home sales to their consumers or if there is reduced availability of loans to support such
homebuilders
our ability to continue to collect rents, on a timely basis or at all, without reductions or other concessions, in multi-
family and office properties (revenues from which properties accounted for 13% of our revenues for the year
ended December 31, 2019)
our ability to keep our hotels open, even at a limited capacity, given current and potential government restrictions
and the dramatic decline in travel caused by COVID-19 (revenues from our hotel properties accounted for 7% of
our total revenue for the year ended December 31, 2019)
HHC 2020 FORM 10-K | 22
RISK FACTORS
Table of Contents
Index to Financial Statements
–
–
–
–
–
–
–
–
–
–
–
–
our ability to collect rent from our retail tenants where most retail tenants have closed their businesses (including
nearly all of our retail tenants in Summerlin, Ward Village and Riverwalk) (revenues from our retail properties
accounted for 8% of our revenues for the year ended December 31, 2019)
reductions in demand for leased space and/or defaults under our leases, as a result of downturns in our tenants’
personal financial situations as well as commercial businesses, which include retail stores, restaurants and event
attractions such as those in the Seaport District, in part due to containment measures, such as travel restrictions,
mandatory government closures, quarantines, “shelter in place” orders and social distancing, as well as the
overall impact on the economy and our tenants’ industries (including the energy sector)
lost revenue due to the cancellation of the 2020 season for the Las Vegas Aviators, our Triple-A professional
baseball team, (revenues from the Las Vegas Aviators accounted for 2% of our revenues for the year ended
December 31, 2019)
fluctuations in regional and local economies, the residential housing and condominium markets, local real estate
conditions, and tenant rental rates
our ability to continue to make condominium sales in Hawai’i and land sales in our MPCs, in light of the impact on
the overall economy and consumers’ reluctance to make significant capital decisions in times of economic
uncertainty, particularly if there is reduced availability of loans for such consumers
our ability to attract people to the Seaport District through socially distanced events and programs and resume
the Seaport District summer concert series in 2021, the revenue and sponsorship of which historically has been a
meaningful contribution to our annual revenue
our and our tenants’ ability to continue or complete construction as planned for their operations, or delays in the
supply of materials or labor necessary for construction
the continued service and availability of personnel, including our executive officers and other leaders that are part
of our management team and our ability to recruit, attract and retain skilled personnel to the extent our
management or personnel are impacted in significant numbers or in other significant ways by the outbreak of
pandemic or epidemic disease and are not available or allowed to conduct work
our ability to ensure business continuity in the event our continuity of operations plan is not effective or improperly
implemented or deployed during a disruption
a complete or partial closure of, or other operational issues at, one or more of our MPCs or our corporate
headquarters resulting from government action or otherwise
delays in, or our ability to complete, our “Transformation Plan” on the expected terms or timing
difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in
the global financial markets or deteriorations in credit and financing conditions that may affect our access to
capital necessary to fund business operations or address maturing liabilities
The extent to which the COVID-19 pandemic impacts our operations will depend on future developments, which are highly
uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions
taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and
containment measures, among others. Although many cities and states have lifted restrictions instituted in response to the
COVID-19 pandemic, we cannot predict whether and to what extent the restrictions will be reinstated, whether additional
cities and states will implement similar restrictions or when restrictions currently in place will expire. In addition to
governmental restrictions, we cannot predict when our customers will again feel comfortable with frequenting retail and
hospitality establishments or working from offices.
The effects of restrictions on our operations, including future restrictions and extended periods of remote work
arrangements, could strain our business continuity plans, introduce operational risk, including but not limited to
cybersecurity risks, and impair our ability to manage our business. The rapid development and fluidity of this situation
precludes any prediction as to the full adverse impact of the COVID-19 pandemic. The COVID-19 pandemic presents
material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.
Moreover, many risk factors set forth herein should be interpreted as heightened risks as a result of the impact of the
COVID-19 pandemic.
Loss of key personnel could adversely affect our business and operations.
We depend on the efforts of key executive personnel. The loss of the services of any key executive personnel could
adversely affect our business and operations. While we believe we have proper succession planning and are confident we
could attract and train new personnel if necessary, this could impose additional costs and hinder our business strategy.
Competition for qualified personnel in our industry is intense.
HHC 2020 FORM 10-K | 23
RISK FACTORS
Table of Contents
Index to Financial Statements
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, including a high-profile property such as the Seaport District, 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.
Our stock price may continue to be volatile.
The trading price of our common stock is likely to continue to be volatile due to the stock market’s routine periods of large
or extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular
companies, including ours. Factors that affect our trading price include the following:
–
–
–
–
–
–
–
–
–
–
–
results of operations that vary from the expectations of securities analysts and investors, including our ability to
finance and achieve operational success at the Seaport District project
changes in expectations as to our future financial performance, including financial estimates and investment
recommendations by securities analysts and investors
announcements by us or our competitors of new significant real-estate developments, acquisitions, joint ventures,
other strategic relationships or actions, or capital commitments, or responses to these events
changes in general economic or market conditions, including increases in interest rates, or trends in our industry
or markets
future sales of our common stock or other securities
the successful transition of our new senior executives and the services and contribution of our other senior
management and key employees to execute on our Transformation Plan and to identify new opportunities
guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance;
the development and sustainability of an active trading market for our stock
changes in accounting principles
events or factors resulting from natural disasters
other events or factors, including those resulting from war, acts of terrorism, or responses to these events
These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of
our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our
common stock is low. In the past, following periods of market volatility, stockholders have instituted securities class action
litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention
of executive management from our business regardless of the outcome of such litigation.
Provisions in our certificate of incorporation, our by-laws, Delaware law, stockholder’s 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:
the inability of our stockholders to act by written consent
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
rules regarding how stockholders may present proposals or nominate directors for election at stockholder
meetings
the right of our board of directors to issue preferred stock without stockholder approval
a requirement that, to the fullest extent permitted by law, certain proceedings against or involving us or our
directors or officers be brought exclusively in the Court of Chancery in the State of Delaware
that certain provisions may be amended only by the affirmative vote of at least 66 2/3% of the shares of common
stock entitled to vote generally in the election of directors
–
–
–
In addition, we are a Delaware corporation, and Section 203 of the DGCL applies to us. In general, Section 203 prevents
an interested stockholder from engaging in certain business combinations with us for three years following the date that
HHC 2020 FORM 10-K | 24
RISK FACTORS
Table of Contents
Index to Financial Statements
person becomes an interested stockholder subject to certain exceptions. The statute generally defines interested
stockholder as any person that is the owner of 15% or more of the outstanding voting stock or is our affiliate or associate
and was the owner of 15% or more of outstanding voting stock at any time within the three-year period immediately before
the date of determination.
We have granted a waiver of the applicability of the provisions of Section 203 of the DGCL to Pershing Square Capital
Management, L.P., PS Management GP, LLC and William A. Ackman, chairman of our Board (together, Pershing Square)
such that Pershing Square may increase its position in our common stock up to 40% of the outstanding shares without
being subject to Section 203’s restrictions on business combinations. As such, Pershing Square, through its ability to
accumulate more common stock than would otherwise be permitted under Section 203, has the ability to become a large
holder that would be able to affect matters requiring approval by Company stockholders, including the election of directors
and approval of mergers or other business combination transactions. The Board also amended the Company’s Corporate
Governance Guidelines to reflect that it will grant to any stockholder a waiver of the applicability of Section 203 of the
DGCL to the acquisition of up to 40% of the Company’s outstanding voting stock upon the request of such stockholder,
subject to the Board’s fiduciary duties and applicable law.
These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third-party’s offer may
be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain
a premium for their shares. These provisions could limit the price that investors might be willing to pay in the future for
shares of our common stock. There also 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.
HHC 2020 FORM 10-K | 25
PROPERTIES
Item 2. Properties
Table of Contents
Index to Financial Statements
During the second half of 2020, we moved our corporate headquarters to The Woodlands, Texas. We expect that
consolidating our Dallas corporate headquarters with our largest regional office in The Woodlands will drive substantial
cost savings and increased synergies. We also maintain offices at certain of our properties nationwide, including Honolulu,
Hawai‘i; New York, New York; Columbia, Maryland; and Las Vegas, Nevada, which serve operations across all segments.
We believe our present facilities are sufficient to support our operations.
OPERATING ASSETS
In our Operating Assets segment, we own a variety of asset types including retail, office, multi-family, hospitality and other
assets and investments. Our portfolio includes approximately 10.4 million square feet of retail and office properties, 3,840
wholly and partially owned multi-family units, 909 combined keys at wholly owned hospitality properties, and wholly and
partially owned other properties and investments. In addition to several other locations, our assets in this segment are
primarily located in and around The Woodlands, Texas; Chicago, Illinois; Columbia, Maryland; Las Vegas, Nevada; and
Honolulu, Hawai‘i.
The following table summarizes certain metrics of our office assets within our Operating Assets segment as of
December 31, 2020:
Office Assets
The Woodlands
One Hughes Landing
Two Hughes Landing
Three Hughes Landing
1725 Hughes Landing Boulevard
1735 Hughes Landing Boulevard
2201 Lake Woodlands Drive
Lakefront North
8770 New Trails
9303 New Trails
3831 Technology Forest Drive
3 Waterway Square
4 Waterway Square
The Woodlands Towers at The
Waterway
Location
Rentable
Sq.Ft./Units
%
Leased
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
(c)
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
197,719
197,714
320,815
331,176
318,170
24,119
258,058
180,000
97,967
95,078
232,021
218,551
The Woodlands, TX
1,401,611
97%
83%
90%
96%
100%
100%
82%
100%
80%
100%
96%
100%
70%
Annualized
Base Rent
(thousands)
(a)
Annualized
Base Rent
Per Square
Foot
(a)
Effective
Annual Rent
(thousands)
(b)
Effective
Annual Rent
per
Square Foot
(b)
Year Built /
Acquired /
Last
Renovated
$
5,241
$
28.75
$
8,150
$
5,458
7,860
7,934
7,728
469
5,445
—
1,601
2,301
5,918
6,508
25,498
33.09
27.76
25.19
24.29
19.46
25.86
—
20.37
24.20
26.47
29.78
26.28
8,434
11,591
11,282
11,233
785
8,402
—
2,445
3,329
8,814
9,174
38,358
44.71
51.13
40.94
35.81
35.31
32.54
39.90
—
31.11
35.01
39.43
41.98
39.54
2013
2014
2016
2015
2015
1994
2018
2020
2008
2014
2013
2010
2019
1400 Woodloch Forest
The Woodlands, TX
95,667
48%
1,441
31.29
1,460
31.70
1981
Columbia
10 - 70 Columbia Corporate Center
Columbia Office Properties
One Mall North
One Merriweather
Two Merriweather
6100 Merriweather
Summerlin
Aristocrat
One Summerlin
Two Summerlin
Chicago
110 North Wacker
Total
Columbia, MD
Columbia, MD
Columbia, MD
Columbia, MD
Columbia, MD
(d)
Columbia, MD
(c)
Las Vegas, NV
Las Vegas, NV
Las Vegas, NV
3,968,666
898,054
62,038
96,977
206,632
127,422
319,002
1,710,125
181,534
206,279
144,615
532,428
87%
68%
96%
97%
91%
63%
100%
96%
100%
18,947
1,371
2,802
7,087
4,158
—
—
7,476
4,917
27.53
32.55
30.59
35.29
35.93
—
—
38.57
34.00
19,024
1,406
2,812
7,198
4,188
—
—
7,638
5,087
27.64 2012 / 2014
33.37 1969 / 1972
30.70
35.85
36.19
—
—
39.41
35.17
2016
2017
2017
2019
2018
2015
2018
(d)
Chicago, IL
1,492,940
77%
—
—
—
—
2020
7,704,159
(a) Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property for December 31, 2020, multiplied by
12. Annualized Base Rent Per Square Foot is the Annualized Base Rent for the property at December 31, 2020, divided by the average
occupied square feet.
(b) Effective Annual Rent includes base minimum rent and common area maintenance recovery revenue. Effective Annual Rent Per Square
Foot is the Effective Annual Rent divided by the average occupied square feet.
(c) 8770 New Trails and Aristocrat are build-to-suit projects entirely leased by a single tenant. Therefore, the Annualized Base Rent and
Effective Annual Rent details have been excluded for competitive reasons.
(d) Rent metrics are not meaningful as of December 31, 2020, as these properties are still in the lease-up period.
HHC 2020 FORM 10-K | 26
PROPERTIES
Table of Contents
Index to Financial Statements
The following table summarizes certain metrics of the retail properties (does not include any retail square feet within our
multi-family or office assets) within our Operating Assets segment as of December 31, 2020:
Retail Properties
The Woodlands
Creekside Park West
Creekside Village Green
Hughes Landing Retail
1701 Lake Robbins
Lake Woodlands Crossing Retail
20/25 Waterway Avenue
Waterway Garage Retail
2000 Woodlands Parkway
Bridgeland
Location
Rentable
Sq.Ft./Units
%
Leased
Annualized
Base Rent
(thousands) (a)
Annualized
Base Rent Per
Square Foot (a)
Year Built /
Acquired / Last
Renovated
$
The Woodlands, TX
The Woodlands, TX
72,977
74,670
The Woodlands, TX
125,798
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
12,376
60,261
50,062
21,513
7,900
425,557
62%
80%
85%
100%
87%
76%
78%
100%
1,108 $
1,963
3,479
542
1,570
1,441
627
247
24.37
32.68
32.42
43.79
29.80
37.93
37.59
31.25
2019
2015
2015
2014
2018
2007 / 2009
2011
1996
Lakeland Village Center at Bridgeland
Cypress, TX
67,947
68%
1,471
32.72
2016
Columbia
Columbia Regional Building
Merriweather District Area 3 Standalone
Restaurant
Columbia, MD
Columbia, MD
(b)
89,199
10,700
99,899
100%
100%
2,668
—
29.91
—
2014
2020
Summerlin
Downtown Summerlin
Ward Village
Ward Village Retail - Pending
Redevelopment
Ward Village - New or Renovated
Other
Outlet Collection at Riverwalk
(c)
Las Vegas, NV
801,031
92%
18,454
24.85
2014
Honolulu, HI
580,129
Honolulu, HI
451,854
1,031,983
84%
95%
10,917
22.50
2002
17,062
39.74
2012 - 2020
(d)
New Orleans, LA
264,473
87%
5,378
24.89
2014
Total
2,690,890
(a) Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property for December 31, 2020, multiplied by
12. Annualized Base Rent Per Square Foot is the Annualized Base Rent for the property at December 31, 2020, divided by the average
occupied square feet.
(b) Merriweather District Area 3 Standalone Restaurant was transferred from Strategic Developments in the third quarter of 2020 but the tenant
has not taken occupancy as of December 31, 2020. This project is entirely leased by a single tenant. Therefore, the Annualized Base Rent
and Effective Annual Rent details have been excluded for competitive reasons.
(c) Excludes 381,767 square feet of anchors and 41,606 square feet of additional office space above our retail space.
(d) The entire property is subject to a ground lease where we are the ground lessee.
HHC 2020 FORM 10-K | 27
PROPERTIES
Table of Contents
Index to Financial Statements
The following tables summarize certain metrics of our multi-family, hospitality and other Operating Assets as of
December 31, 2020:
Multi-family Assets
The Woodlands
Creekside Park Apartments
Millennium Six Pines Apartments
Millennium Waterway Apartments
One Lakes Edge
Two Lakes Edge
The Lane at Waterway
Bridgeland
Lakeside Row
Columbia
Juniper Apartments
The Metropolitan Downtown Columbia
m.flats/TEN.M
Summerlin
Constellation Apartments
Tanager Apartments
Total
Location
Economic
Ownership
%
#
Units
Retail
Sq. Ft.
% Units
Leased
Average
Monthly
Rate
Average
Monthly
Rate Per
Square Foot
Year Built /
Acquired /
Last
Renovated
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
100%
100%
100%
100%
100%
100%
292
314
393
390
386
163
—
—
—
22,971
11,448
—
97% $ 1,546 $
83%
89%
82%
46%
4%
2,016
1,673
2,343
2,457
2,576
1.58
2.10
1.86
2.37
2.46
2.34
2018
2014
2010
2015
2020
2020
Cypress, TX
100%
312
—
91%
1,579
1.61
2019
Columbia, MD
Columbia, MD
Columbia, MD
100%
50%
50%
382
380
437
56,683
13,591
28,026
62%
96%
98%
2,150
2,044
1,998
2.41
2.16
2.25
2020
2015
2018
Las Vegas, NV
Las Vegas, NV
100%
100%
124
267
3,840 132,719
—
—
95%
99%
2,327
1,961
2.08
2.01
2016
2019
Hospitality Assets
The Woodlands
Embassy Suites at Hughes Landing
The Westin at The Woodlands
The Woodlands Resort & Conference Center
Location
Economic
Ownership %
#
Keys
2020 Average
Daily Rate
2020 Revenue
Per Available
Room
Year Built /
Acquired / Last
Renovated
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
100%
100%
100%
205 $
302
402
162 $
196
200
81.12
54.42
53.67
2015
2016
2014
(a)
(a) The Woodlands Resort & Conference Center was built in 1974, expanded in 2002, and renovated in 2014.
Location
Ownership % Asset Type
Economic
Sq. Ft. /
Acres / Units /
Spaces
Year Built /
Acquired /
Last
Renovated
%
Leased
Other Assets
The Woodlands
Hughes Landing Daycare
HHC 242 Self-Storage
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
HHC 2978 Self-Storage
Stewart Title of Montgomery County, TX The Woodlands, TX
The Woodlands Ground Leases
The Woodlands, TX
Woodlands Sarofim #1
The Woodlands, TX
The Woodlands Warehouse
The Woodlands, TX
Summerlin
Hockey Ground Lease
Las Vegas Aviators
Las Vegas Ballpark
Summerlin Hospital Medical Center
Las Vegas, NV
Las Vegas, NV
Las Vegas, NV
Las Vegas, NV
100%
100%
100%
50%
100%
20%
100%
100%
100%
100%
5%
Daycare
Storage
Storage
Title Company
Ground lease
Industrial
Warehouse
Ground lease
Minor League
Baseball Team
Ballpark
Hospital
10,000 sq. ft.
100%
629 units
727 units
N/A
N/A
92%
92%
N/A
N/A
2019
2017
2017
—
2011
129,790 sq. ft.
75% late 1980's
125,801 sq. ft.
100%
2019
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2017
2017
2019
1997
Ward Village
Kewalo Basin Harbor
Other
Parking Garages (a)
Honolulu, HI
Ground Lease
Marina
55 acres
N/A
—
Various
100%
Garage
6,533
N/A
2008 - 2018
(a) Parking Garages consists of Woodloch Forest Garage, Waterway Square Garage, Hughes Landing Garage, Ward Village Shops Garage,
Ae‘o Garage and Lakefront Parking Garages.
HHC 2020 FORM 10-K | 28
PROPERTIES
Table of Contents
Index to Financial Statements
The following table summarizes our Operating Assets segment lease expirations:
$ in thousands
Number of Expiring
Leases
Total Square Feet
Expiring
Total Annualized Base
Rent Expiring
% of Total
Annual Gross
Rent Expiring
234 (a)
834,534
$
217
154
142
245
81
71
66
61
50
238
1,559
1,827,384
919,264
853,043
1,398,537
465,936
753,788
510,308
732,305
537,422
2,693,962
11,619
23,216
18,606
20,469
30,570
13,246
21,146
17,133
13,601
18,046
76,339
4.4 %
8.8 %
7.0 %
7.8 %
11.6 %
5.0 %
8.0 %
6.5 %
5.2 %
6.8 %
28.9 %
100.0 %
Year
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031+
Total
11,526,483
$
263,991
(a)
Includes 95 specialty leases totaling 154,331 square feet which expire in less than 365 days.
MASTER PLANNED COMMUNITIES
Our MPCs are located in and around Houston, Texas; Las Vegas, Nevada; and Columbia, Maryland. The following table
summarizes our MPCs, all of which are wholly owned, as of December 31, 2020:
Total
Remaining saleable
Average Price Per Acre
Saleable
Community
Cash
Uninflated Value
Gross
Approx. No.
Acres (b)
(thousands) (b)
Residential
Sell-Out Date
Margin (d)
(millions) (e)
Remaining
Projected
Average
Undiscounted/
Community
Location
Acres (a)
Residents
Residential Commercial Residential Commercial
Lots (c)
Residential Commercial Residential Residential Commercial
Bridgeland
Cypress, TX
11,506
15,500
Columbia
Columbia, MD 16,450
112,000
Summerlin
Las Vegas, NV 22,500
116,000
2,770
—
2,864
1,375 $
451 $
615
13,270
96
831
N/A
743
580
—
1,012
34,719
(f)
2035
N/A
2039
2045
2023
2039
87%
N/A
75%
$
1,084 $
—
1,587
846
56
841
The
Woodlands
The
Woodlands
Hills
Total
The
Woodlands,
TX
28,505
119,000
27
721
1,402
987
73
2023
2034
97%
37
712
Conroe, TX
2,055
750
81,016
363,250
1,292
6,953
175
3,198
286
515
4,118
2030
2030
86%
318
90
52,180
$
3,027 $
2,544
(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 areas, conservation areas and parcels acquired during the year.
(b) Remaining Saleable Residential Lots are estimates and include only lots that are intended for sale or joint venture. The mix of intended use
on our remaining saleable and developable acres is 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.
(c) Average Price Per Acre is the uninflated weighted-average land value per acre estimated in the Company’s 2021 land models.
(d) Remaining Saleable Residential Lots are estimates and include only lots that are intended for sale or joint venture. The mix of intended use
on our remaining saleable and developable acres is 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.
(e) Average Cash Margin represents the total projected cash profit (total projected cash sales minus remaining projected cash development
expenditures excluding land costs), divided by total projected cash sales. It is calculated based on future revenues and future projected non-
reimbursable development costs, capitalized overhead, capitalized taxes and capitalized interest.
(f) Undiscounted / Uninflated Value represents Remaining Saleable Acres, multiplied by Average Price Per Acre, multiplied by Average Cash
Margin.
(g) Amount represents remaining entitlements and not necessarily the number of lots that may ultimately be developed and sold.
The Summit
Within our Summerlin MPC, an exclusive luxury community named The Summit is being developed and managed through
a joint venture with Discovery Land Company (Discovery), a leading developer of luxury communities and private clubs.
The 555-acre community is expected to consist of approximately 272 homes including 32 condominiums, plus an 18-hole
Tom Fazio designed golf course and other amenities for residents. See further discussion in Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
HHC 2020 FORM 10-K | 29
PROPERTIES
SEAPORT DISTRICT
Table of Contents
Index to Financial Statements
The Seaport District, located on the East River in Lower Manhattan, encompasses several city blocks (inclusive of Historic
Area/Uplands, Pier 17 and Tin Building) and will total approximately 453,000 square feet of innovative culinary, fashion,
entertainment and cultural experiences. Highlights include the renovated Pier 17, with a 1.5-acre rooftop that has a
restaurant, outdoor bars and venue for special events, which opened in 2018. Additionally, approximately 53,000 square
feet relate to the Tin Building which is being redeveloped.
The following table summarizes certain metrics of the Seaport District as of December 31, 2020:
$ in thousands
Project Status
Rentable Sq. Ft. / Units
Total Sq. Ft. / units
Leased Sq. Ft. / units
% Leased or occupied
Development
Development costs incurred
Estimated total costs (excl. land)
(g)
(g)
(h)
Real Estate
Operations (Landlord) (a)
Historic
District &
Pier 17
Multi-Family
(c)
Managed
Businesses (b)
Historic
District &
Pier 17 (d)
Unstabilized
Stabilized
Unstabilized
Tin Building
(e)
Under
Construction
Events,
Sponsorships
& Catering
Business (f)
2020
Total
Unstabilized
333,899
118,489
35%
21
13,000 /
— /
20
—% / 95%
44,854
44,854
100%
53,000
53,000
100%
21,077
21,077
100%
$ 538,513 $
594,368
— $
—
— $
—
107,147 $
194,613
— $ 645,660
— 788,981
(a) Real Estate Operations (Landlord) represents physical real estate developed and owned by HHC and leased to third parties..
(b) Managed Businesses represents retail and food and beverage businesses that HHC owns, either wholly or through joint ventures,
and operates, including license and management agreements.
(c) Multi-Family represents 85 South Street which includes base level retail in addition to residential units.
(d)
(e) Represents the marketplace by Jean-Georges. Construction on the Tin Building is expected to be substantially complete in the
Includes our 90% share of NOI from Bar Wayō.
fourth quarter of 2021 with opening expected in early 2022.
(f) Events, Sponsorships & Catering Business includes private events, catering, sponsorships, concert series and other rooftop
activities.
(g) The percent leased for Historic District & Pier 17 landlord operations includes agreements with terms of less than one year and
excludes leases with our managed businesses.
(h) Development costs incurred and Estimated total costs (excl. land) are shown net of insurance proceeds of approximately $64.7
million .
STRATEGIC DEVELOPMENTS
We continue to plan, develop and hold or seek development rights for unique properties primarily in Ward Village, The
Woodlands, Bridgeland, Summerlin, Columbia and Landmark Mall. We continue to execute our strategic plans for
developing several of these assets with construction either actively underway or pending. Strategic Developments are
transferred into our Operating Assets segment when the asset is placed in service and increase recurring cash flow.
The majority of our Total Estimated Costs of projects currently under construction in our Strategic Developments segment
relate to our projects in Honolulu at Ward Village. Ward Village is a globally recognized urban master planned
condominium community offering integration with local culture, access to parks and public amenities, unique retail
experiences, exceptional residences and desirable workforce housing. Refer to the Seaport District segment section for
details of projects currently under construction in that segment.
HHC 2020 FORM 10-K | 30
PROPERTIES
Table of Contents
Index to Financial Statements
The following table summarizes our Strategic Developments projects as of December 31, 2020:
$ in thousands
Strategic Developments Under Construction
Location
The Woodlands
Size / GLA
Size
(Acres)
Total
Estimated
Cost
Construction
Start
Estimated
Completion
Estimated
Stabilization
Date
Creekside Park The Grove (a)
The Woodlands, TX
360 units
14
$ 57,472
Q3 2019
Q2 2021
2023
Bridgeland
Starling at Bridgeland
Cypress, TX
358 units
15
58,072
Q4 2020
2022
2024
Ward Village (b)
Under Construction
‘A‘ali‘i
Kō'ula
Completed
Anaha
Waiea
Ae‘o
Ke Kilohana
Honolulu, HI
Honolulu, HI
Honolulu, HI
Honolulu, HI
Honolulu, HI
Honolulu, HI
750 units / 11,570 sq ft
565 units / 36,787 sq ft
317 units / 16,048 sq ft
177 units / 7,716 sq ft
465 units / 70,800 sq ft
423 units / 28,386 sq ft
2
2
2
2
3
1
411,900
Q4 2018
Q4 2021
487,039
Q3 2019
2022
402,797
Q4 2014
566,256
Q2 2014
429,603
Q1 2016
217,483
Q4 2016
Open
Open
Open
Open
N/A
N/A
N/A
N/A
N/A
N/A
Future Strategic Developments Rights or Pending Construction
Columbia
Lakefront District (c)
Marlow (d)
Summerlin
80% Interest in Fashion Show Air
Rights
Tanager Two (e)
1700 Pavilion (e)
Ward Village
Victoria Place
Other
Century Park (f)
Landmark Mall
Maui Ranch Land
Monarch City
Commercial Land
The Woodlands
Columbia, MD
Columbia, MD
2,000,000 sq ft
472 units / 32,000 sq ft
4
Las Vegas, NV
Las Vegas, NV
Las Vegas, NV
—
295 units
267,000 sq ft
Honolulu, HI
349 units
Houston, TX
Alexandria, VA
Maui, HI
Allen, TX
1,302,597 sq ft
—
—
—
—
—
—
—
—
—
2
63
33
20
230
13
15
10
The Woodlands Commercial Land (g) The Woodlands, TX
Columbia
Merriweather District (h)
Columbia, MD
Ward
Ward Commercial Land (i)
Honolulu, HI
(a) Creekside Park Apartments Phase II was renamed to Creekside Park The Grove.
(b) Ward Village square feet represents retail space whereas Ward Village units represents condominium units constructed within each tower.
Retail space for the four open condominium towers has been placed into service.
(c) We are currently approved for approximately 2,000,000 square feet of net new mixed-use development which will include office, retail and
residual assets. This future development district also includes the 4 acres of land related to Ridgely Building, Sterrett Place and American
City Building, all of which have been demolished.
(d) Marlow, a future multi-family development, has received board approval and is expected to begin construction in the first quarter of 2021.
(e) Tanager Two, a future multi-family development, and 1700 Pavilion, a future office development, have received board approval and are
expected to begin construction in the second quarter of 2021. Both developments will be located in Downtown Summerlin. Acreage related
to these projects is still included in the Summerlin MPC as of December 31, 2020, and will be transferred in 2021 prior to commencing
construction.
(f) We expect to remarket this asset, which was acquired in 2019.
(g) Represents 4 acres of land transferred to the Strategic Developments segment in 2013 and 9 acres of land acquired in 2019 from
Occidental Petroleum Corporation. This land will be used for future development at The Woodlands.
(h) Represents land transferred to the Strategic Developments segment in 2015 for future development in the Merriweather District in
Columbia, Maryland, excluding acreage relating to assets that are now in service in our Operating Assets segment.
(i) Represents land transferred to the Strategic Developments segment for future development at Ward Village, excluding acreage related to
‘A‘ali‘i, Ae‘o, Anaha, Ke Kilohana, Kō'ula, Victoria Place and Waiea.
HHC 2020 FORM 10-K | 31
OTHER INFORMATION
Item 3. Legal Proceedings
Table of Contents
Index to Financial Statements
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. As of December 31, 2020, management believes that any
monetary liability or financial impact of claims or potential claims to which we might be subject after final adjudication of
any legal procedures would not be material to our financial position or our results of operations. The cost of the Waiea
settlement, however, could affect our cash flows for a limited period of time. See Note 10 - Commitments and
Contingencies for further discussion.
Item 4. Mine Safety Disclosure
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
MARKET INFORMATION
Our common stock is traded on the New York Stock Exchange (the NYSE) under the symbol HHC. No dividends have
been declared or paid in 2020 or 2019. 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 18, 2021, there were 1,594 stockholders of record of our common stock.
HHC 2020 FORM 10-K | 32
OTHER INFORMATION
PERFORMANCE GRAPH
Table of Contents
Index to Financial Statements
The following performance graph compares the yearly dollar change in the cumulative total shareholder return on our
common stock with the cumulative total returns of the NYSE Composite Index, the Morningstar Real Estate – General
Index and the MSCI US REIT Index. The graph was prepared based on the assumption that dividends have been
reinvested subsequent to the initial investment.
HHC 2020 FORM 10-K | 33
OTHER INFORMATION
Table of Contents
Index to Financial Statements
PURCHASES OF EQUITY SECURITIES BY THE ISSUER
Common Stock Repurchases
On October 31, 2019, the board of directors of The Howard Hughes Corporation approved a share repurchase program
pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common
stock, par value $0.01 per share, having an aggregate value of up to $100 million in open market transactions. The date
and time of such repurchases will depend upon market conditions. All repurchases will be made in compliance with, and at
such times as permitted by, federal securities laws and may be suspended or discontinued at any time. The Company
repurchased 496,000 shares of its stock in the year ended December 31, 2019.
The following sets forth information with respect to the equity compensation plans available to employees, directors and
consultants of the Company at December 31, 2020:
(a)
Number of
securities to
be issued
upon exercise
of outstanding
options,
warrants and
rights (1)
(b)
Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
Plan Category
Equity compensation plans approved by security holders (2)
2,426,096 $
Equity compensation plans not approved by security holders
50,125 $
Total
2,476,221 $
120.65
112.08
120.48
1,199,794
—
1,199,794
(1) The amounts shown in columns (a) and (b) of the above table do not include 409,110 outstanding Common Shares (all of
which are restricted and subject to vesting requirements) that were granted under the Company’s 2020 Equity Incentive Plan
and its predecessor, the Amended and Restated 2010 Incentive Plan (2010 Incentive Plan), as further described in Note 11 -
Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements.
(2) Reflects stock option grants under the Company’s 2020 Equity Incentive Plan and the 2010 Incentive Plan. Following
adoption of the 2020 Equity Incentive Plan by our stockholders, grants are no longer made under the 2010 Incentive Plan.
Column (a) also includes the warrants held by Messrs. O’Reilly, Weinreb, and Herlitz, as further described in Note 13 -
Warrants in the Notes to Consolidated Financial Statements (which, in the case of Messrs. Weinreb and Herlitz, were
approved by security holders).
The following sets forth information with respect to repurchases made by the Company of its shares of common stock
during the fourth quarter of 2020:
Total number
of shares
purchased (a)
Average
price paid
per share
Total number of
shares purchased
as part of publicly
announced plans
or programs
—
—
17,423
17,423
$
$
$
$
—
—
78.93
78.93
—
—
—
—
Approximate
dollar value of
shares that may
yet be purchased
under the plans
or programs
$
$
$
—
—
46,100,000
Period
October 1-31, 2020
November 1-30, 2020
December 1-31, 2020
Total
(a) During the fourth quarter of 2020, 17,423 shares were repurchased related to stock received by the Company for the
payment of withholding taxes due on employee share issuances under share-based compensation plans. For additional
information, see Note 11 - Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements under Item
8. Financial Statements and Supplementary Data.
Item 6. Selected Financial Data
Not applicable.
HHC 2020 FORM 10-K | 34
MANAGEMENT’S DISCUSSION AND ANALYSIS
Table of Contents
Index to Financial Statements
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
filed as a part of 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 and others not currently known to us could cause our financial results in 2020 and subsequent fiscal
years 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 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 Operations (MD&A) have the
same meanings as in such Notes.
Index
Overview
Results of Operations
Operating Assets
Master Planned Communities
Seaport District
Strategic Developments
Corporate Income, Expenses and Other Items
Liquidity and Capital Resources
Off-Balance Sheet Financing Arrangements
Critical Accounting Policies
Recently Issued Accounting Pronouncements and Developments
Page
36
43
44
51
57
60
65
67
70
70
70
HHC 2020 FORM 10-K | 35
MANAGEMENT’S DISCUSSION AND ANALYSIS
OVERVIEW
OVERVIEW
Table of Contents
Index to Financial Statements
Please refer to Item 1. Business for a general discussion of our business strategy, competitive strengths and a general
description of the assets contained in our four business segments and Item 2. Properties for details regarding the asset
type, size, location and key metrics about our various properties.
The following highlights significant activities during 2020 for the Company and each of our business segments. While the
impact of COVID-19 affected all of our business segments, we saw notable performance improvements during the second
half of the year. Performance for each of our business segments is more fully described hereinafter (all items are pre-tax
unless otherwise noted).
In the fourth quarter of 2019, we announced our intent to execute a Transformation Plan to reduce annual overhead
expenses by $45 - $50 million, sell approximately $2 billion of non-core assets and accelerate the growth in our core MPC
assets. We have made significant progress on the execution of our Transformation Plan commitments with meaningful
reductions in overhead and the disposition of several non-core properties. Since the announcement of the Transformation
Plan, we have executed on the sale of eight non-core assets generating approximately $213.8 million of net proceeds
after debt repayment. The COVID-19 pandemic has made additional non-core asset sales more challenging to execute
and we expect this to continue into 2021. We have continued horizontal development in our MPCs to keep pace with
homebuilder demand given the strong underlying home sales in our communities. Additionally, we have commenced
modest investments in pre-development work for the next vertical development opportunities in our core MPCs.
COVID-19 Pandemic
The outbreak of COVID-19 impacted global economic activity in early 2020 and caused significant volatility and negative
pressure in financial markets. The impact of COVID-19 and the wide variety of government-issued control measures,
including states of emergency, required business and school closures, shelter-in-place orders and travel restrictions,
resulted in a negative impact on our financial performance in 2020, particularly in our Operating Asset and Seaport District
segments. Many states began easing quarantine protocols near the end of the second quarter of 2020 which allowed
most of our retail and hospitality properties to resume operations. While the impact of COVID-19 affected all of our
business segments in the first half of the year, we saw notable performance improvements and significant sales
momentum during the second half of the year. For a discussion of the risks and uncertainties related to the impact of
COVID-19, refer to Item 1A. Risk Factors.
COVID-19 Impacts by Segment
Operating Assets
Office and Multifamily Throughout the pandemic, we have seen continued strength in our office and multifamily assets.
We are closely monitoring our rental revenue, and based on collections from the second quarter through year end, we
have collected 96.7% of our office portfolio billings, 97.8% of our multi-family portfolio billings and 83.8% of our other
portfolio billings. Additionally, as a result of assets being placed in service during 2020 and the second half of 2019,
revenues from our office and multi-family properties, which accounted for 13.1% of our total revenues for the year ended
December 31, 2019, have increased 38.5% for the year ended December 31, 2020.
Retail Retail locations at our properties, which accounted for 8.2% of our revenues for the year ended December 31,
2019, were significantly negatively impacted by the pandemic. Beginning in April 2020, we experienced the temporary
closure of all non-essential retail in Summerlin, Houston and Ward Village, and the complete closure of the Outlet
Collection at Riverwalk. Several of our tenants were able to resume limited operations with phased reopenings beginning
in May and June 2020 and the majority of our tenants had reopened by the end of the third quarter. As a result of these
closures, retail revenue decreased 23.2% for the year ended December 31, 2020, and collections of our retail portfolio
billings reached a low of 49.7% during the three months ended June 30, 2020. Our analysis of collections determined that
full collection of outstanding receivables for certain retail tenants was not probable. As a result, during 2020, we
recognized a total impact of $24.6 million in the Consolidated Statement of Operations, comprised of a $18.7 million
charge against Rental revenue and a $5.9 million charge to the Provision for (recovery of) doubtful accounts. Refer to
Note 1 - Summary of Significant Accounting Policies in the Company’s Consolidated Financial Statements for further
details.
HHC 2020 FORM 10-K | 36
MANAGEMENT’S DISCUSSION AND ANALYSIS
OVERVIEW
Table of Contents
Index to Financial Statements
Despite these negative impacts, we saw notable improvements in the performance of our retail assets during the fourth
quarter. Collections of our retail billings increased to 72.6% for the three months ended December 31, 2020, and net
operating income (NOI) increased 44.2% quarter over quarter from $6.9 million for the three months ended September 30,
2020, to $10.0 million for the three months ended December 31, 2020, primarily as a result of increased collections and
the positive impact of the holiday season in the fourth quarter.
Hospitality At the onset of the pandemic, we experienced significant cancellations and declines in occupancy in our three
hotel properties, which accounted for 6.8% of our revenues for the year ended December 31, 2019, and temporarily
closed all three of our hotel properties in March 2020. The Woodlands Resort reopened in May 2020, with 54% of the
rooms available and the Embassy Suites reopened in June 2020, with 100% of the rooms available. Both hotels continued
to operate with this initial percentage of available rooms through the end of 2020. At The Westin at The Woodlands, we
reopened the bar and restaurant in April 2020, subject to local guidance, and reopened 100% of the guest rooms on July
1, 2020. As a result of these reopenings, occupancy levels have risen since the second quarter of 2020, however, total
occupancy for 2020 declined, compared to levels achieved prior to the impact of the pandemic, resulting in a 59.9%
decrease in total revenue for our hospitality properties for the year ended December 31, 2020.
As announced in late June, the Minor League Baseball season was canceled for 2020, which impacted the Las Vegas
Aviators, our Triple-A professional baseball team, which accounted for 1.9% of our revenues for the year ended December
31, 2019. In February 2021, Major League Baseball announced that it was restructuring the organization and operation of
Minor League Baseball. We are in the process of analyzing the effect this new structure may have on the value and
profitability of our baseball assets. Refer to Note 10 - Commitments and Contingencies in the Company’s Consolidated
Financial Statements for further details.
MPC In response to the COVID-19 pandemic, during the first quarter of 2020, we took steps to reduce expenses and
preserve cash, including ceasing development of MPC land that was not under contract for sale or where we did not have
a post-closing requirement, and reducing or postponing voluntary capital expenditures. In addition, homebuilders
implemented new model home practices by adding 3D virtual tours of interactive floor plans, live chat capabilities with
sales staff, and increased photographs on their websites conducive to social distancing and hygiene recommendations.
For our MPC segment, new home sales, a leading indicator of land sales, dropped considerably in April as a result of stay-
at-home orders, but experienced large upticks in May through December as local economies began to re-open. In
response, we restarted horizontal development to maintain a sufficient supply of lots and superpads to keep up with the
strong home sales. Overall in 2020, new homes sales increased by 80.2% in The Woodlands Hills, 18.1% in Bridgeland
and 8.1% in Summerlin. The Woodlands Hills and Bridgeland saw improved land sales revenue due to higher volume of
acres sold and price per acre despite the impacts of COVID-19. Land sales revenues at Summerlin decreased compared
to the prior period, however this was due to timing of superpad closings and not a decrease in homebuilder demand for
our land.
Seaport District In response to the pandemic, we completely closed the Seaport District and halted construction on the
Tin Building in mid-March. Social distancing restrictions also resulted in cancellation of our Seaport summer concert
series. The city gradually eased restrictions in July, with dining limited to only outdoor spaces. Indoor dining resumed at
minimum capacities in late September but due to a surge in COVID-19 cases late in the year, restrictions related to indoor
dining were re-imposed in December. Many of the businesses within the Seaport District resumed operations, on a limited
basis, in the third quarter of 2020, including The Fulton, Cobble & Co. and Malibu Farm. Construction on the Tin Building
resumed in May and is expected to be substantially complete in the fourth quarter of 2021 and open in early 2022, with an
expanded focus on in-person dining, retail shopping, mobile ordering and delivery.
In August, in place of the summer concert series, we launched a new concept at the Pier 17 rooftop called The Greens,
which allowed groups of up to eight people to reserve their own socially distanced, mini-lawn space. We served over
55,000 guests, had an average wait list of over 20,000 people and generated $1.4 million in revenue through October. In
November, the lawn spaces were converted to individual dining cabins for guests to enjoy throughout the winter months.
Each cabin is 12 feet by 10 feet and seats up to 10 people. During November and December, we served over 24,000
guests, had an average wait list of over 4,000 people and generated $1.3 million in revenue. These concepts meaningfully
increased the Seaport District’s exposure across social and media platforms with a significant increase in new social
followers and media impressions earned. This concept also helped us fulfill obligations under our sponsorship agreements
which might have been drastically reduced without the summer concert series.
HHC 2020 FORM 10-K | 37
MANAGEMENT’S DISCUSSION AND ANALYSIS
OVERVIEW
Table of Contents
Index to Financial Statements
We are closely monitoring our revenues, and based on collections from the second quarter through year end, we have
collected 96.4% of our office portfolio billings and 30.7% of our retail portfolio billings. Based on our analysis of collections
throughout the year, we determined that full collection of outstanding receivables for certain tenants was not probable. As
a result, during 2020, the Company recognized a total impact of $3.2 million in the Consolidated Statement of Operations,
comprised of a $3.1 million charge against Rental revenue and a $0.1 million charge to the Provision for (recovery of)
doubtful accounts. Refer to Note 1 - Summary of Significant Accounting Policies in the Company’s Consolidated Financial
Statements for further details.
Strategic Developments Given the challenges presented by this new environment, we launched digital sales efforts,
including virtual tours to sell condominiums in Hawai’i, which we will maintain until social distancing recommendations are
lifted. We have also implemented new model home practices by adding 3D virtual tours of interactive floor plans, live chat
capabilities with sales staff, and
to social distancing
recommendations. As a result, overall progress at our condominium projects remains strong as of December 31, 2020,
with Victoria Place, our newest project, 77% presold.
increased photographs on
their websites conducive
We have not experienced any delays in our existing construction as a result of COVID-19, other than the brief delay of
construction on the Tin Building discussed above. We placed six assets in service upon completion of construction as
planned and transferred 1.7 million square feet of office and retail space and 931 multi-family units to the Operating
Assets segment in 2020. In the third quarter, following strong home sales and continued market demand, we commenced
modest investments in pre-development work and in December, we broke ground on Starling at Bridgeland, a luxury multi-
family development in Bridgeland. Additionally, we expect to begin construction on a new residential building in the
Merriweather District in Downtown Columbia and the next residential tower at Ward Village in the first quarter of 2021, and
an office building and luxury apartment complex in Downtown Summerlin in the second quarter of 2021.
HHC 2020 FORM 10-K | 38
MANAGEMENT’S DISCUSSION AND ANALYSIS
OVERVIEW
Capital and Financing Activities
Table of Contents
Index to Financial Statements
As described above, the pandemic has negatively impacted the economy in most of the regions in which we operate, as
well as directly impacted sectors that have historically been meaningful contributors to HHC, such as hospitality, retail and
sports ventures. In direct response to the unprecedented COVID-19 pandemic and the impacts on our four business
segments, as well as the economy and capital markets in general, we initiated measures to increase our liquidity. As a
result, we were able to maintain a strong balance sheet, and ensure we maintain the financial flexibility and liquidity
necessary to fund future growth.
During 2020, we enhanced our liquidity profile through a successful common stock offering, which generated
$593.6 million in proceeds, and the issuance of $750 million in senior notes due August 2028. The Company used the net
proceeds from the debt issuance, together with cash on hand, for the repayment of existing indebtedness of
approximately $807.9 million. Additionally, the Company sold four non-core assets during the year, which generated a total
of $102.3 million in net proceeds and received an additional $44.5 million related to the 2019 sales of West Windsor and
Cottonwood Mall. Our liquidity was further enhanced during the year by obtaining approximately $400.2 million of new
construction financings and $177.0 million in other financings. As of December 31, 2020, we had $1.0 billion of cash and
cash equivalents, available capacity of $185.0 million on the revolver portion of our credit facilities, and approximately
$321.7 million of debt payments due in 2021 based on extended maturity dates.
On February 2, 2021, the Company issued $650 million in 4.125% senior notes due 2029 and $650 million in 4.375%
senior notes due 2031. The Company will use the net proceeds from the offering, as well as available cash on hand, to
repurchase all of its $1 billion 5.375% senior notes due 2025, plus any accrued and unpaid interest, pursuant to a tender
offer announced in January 2021; repay all of the approximately $280 million outstanding under its loans for 1201 Lake
Robbins and The Woodlands Warehouse maturing June 2021; and pay all premiums, fees and expenses related to the
foregoing. On February 2, 2021, the Company repurchased $512.5 million of its $1 billion 5.375% senior notes and
intends to repurchase the remainder of these notes on March 15, 2021. In February 2021, the Company repaid all of the
approximately $280 million outstanding under its loans for 1201 Lake Robbins and The Woodlands Warehouse maturing
June 2021.
As discussed above, the COVID-19 pandemic resulted in the temporary closure of some of the Company’s Operating
Assets, primarily retail and hospitality properties. As a result of the decline in interim operating results, the Company did
not meet the debt service coverage ratios for some of its debt instruments during the year and subsequently cured these
failures with either the repayment of the related debt instrument or modification of the existing terms of the debt
instrument. As of December 31, 2020, the Company did not meet the debt service coverage ratio for the $615.0 million
Term Loan portion of the Senior Secured Credit Facility and as a result, the excess net cash flow after debt service from
the underlying properties became restricted. The restricted cash cannot be used for general corporate purposes but can
continue to be used to fund operations of the underlying assets. The cash restrictions do not materially impact our
operations. Apart from the Term Loan portion of the Senior Secured Credit Facility, as of December 31, 2020, the
Company was in compliance with all remaining financial covenants included in the agreements governing its
indebtedness. Please refer to Note 7 - Mortgages, Notes and Loans Payable, Net in our Notes to Consolidated Financial
Statements for further discussion.
HHC 2020 FORM 10-K | 39
MANAGEMENT’S DISCUSSION AND ANALYSIS
OVERVIEW
2020 Highlights
Table of Contents
Index to Financial Statements
Comparison of the year ended December 31, 2020, to the year ended December 31, 2019
Operating Assets
– Net operating income (NOI) decreased $26.0 million due to decreases of $25.9 million in our hospitality
properties, $22.5 million in our retail properties and $7.8 million in our other properties, partially offset by an
increase of $29.5 million in our office properties. These decreases are primarily due to rent deferrals and
collection reserves related to our retail properties, declines in occupancy at our hospitality properties and
cancellation of the Las Vegas Aviators 2020 baseball season, all as a result of the COVID-19 pandemic. The
increase in office properties is primarily related to new assets placed in service during 2020 and at the end of
2019.
– Retail asset NOI increased 44.2% quarter over quarter from $6.9 million for the three months ended September
30, 2020, to $10.0 million for the three months ended December 31, 2020, primarily as a result of increased
collections and the positive impact of the holiday season in the fourth quarter.
– We continue to see strong demand for our newly completed multi-family assets, which have leased at or above
our expectations.
MPC
–
Segment Earnings Before Taxes (EBT) decreased by $54.4 million, primarily due to lower land sales revenues in
Summerlin due to lower superpad sales and SID bond assumptions, partially offset by an increase in land sales
revenues in Bridgeland due to an increase in acres sold and price per acre. The decrease in superpad sales in
2020 was primarily due to the accelerations of sales into 2019 as a result of increased demand from
homebuilders and homebuyers.
– New home sales, a leading indicator of future land sales, increased 80.2% at The Woodlands Hills, 18.1% at
–
Bridgeland and 8.1% at Summerlin.
Bridgeland sold 169.1 residential acres compared to 150.3 acres in 2019. The average price per residential acre
increased $31,000 to $439,000 per acre.
Seaport District
–
–
–
Segment EBT decreased $40.7 million primarily due to a decrease in segment revenues and operating expense
as a result of business closures and cancellations of events related to the COVID-19 pandemic, and an
$11.6 million loss on extinguishment of debt upon retirement of the $250 million Seaport District loan in August
2020.
Seaport District NOI decreased $1.5 million primarily due to a $2.5 million decrease in our events, sponsorships
and catering business, partially offset by a $1.5 million increase in our managed business entities. The decrease
in NOI was primarily the result of business closures and cancellation of events related to the COVID-19
pandemic.
The total NOI loss from the Seaport District segment decreased by 50.1% to a loss of $3.2 million for the
three months ended December 31, 2020, compared to a loss of $6.1 million for the three months ended
September 30, 2020, primarily due to increased operations and sponsorship revenue recognized in the
fourth quarter as a result of reopenings.
Strategic Developments
–
Segment EBT increased $76.7 million primarily due to a $267.5 million gain on the deconsolidation of 110 North
Wacker attributable to the initial fair value step-up of the retained equity method investment at the time of
deconsolidation and an additional $15.4 million recognized upon deconsolidation attributable to previously
eliminated 110 North Wacker development fees upon deconsolidation, partially offset by a $97.9 million charge in
2020 related to our expected funding of costs to correct alleged construction defects at Waiea and a $78.4 million
decrease in Condominium rights and unit sales, net of costs, driven by the timing of condominium closings. The
Company closed on 596 units at Ke Kilohana and Ae’o in 2019, with no new condominium towers completed in
2020.
– Despite the impacts of the COVID-19 pandemic, we experienced strong condominium unit sales in Ward Village,
evidenced by the 302 condominium units we contracted to sell during 2020. Victoria Place, our newest project
that began public pre-sales in December 2019, accounted for 268 of the units contracted during the year and was
76.8% presold as of December 31, 2020. We expect to begin construction on Victoria Place in the first quarter of
2021.
– During 2020, we placed the following assets in service upon substantial completion of construction: (i) 8770 New
Trails, an office building in The Woodlands; (ii) 110 North Wacker, an office building in Chicago; (iii) Two Lakes
Edge, an apartment complex in The Woodlands; (iv) Juniper Apartments, a multi-family property in Columbia, (v)
Merriweather District Area 3 Standalone Restaurant, part of the retail amenity for Merriweather’s Area 3 in
HHC 2020 FORM 10-K | 40
MANAGEMENT’S DISCUSSION AND ANALYSIS
OVERVIEW
Table of Contents
Index to Financial Statements
Columbia; and (vi) The Lane at Waterway, a multi-family property in The Woodlands. As a result, we transferred
1.7 million square feet of office and retail space and 931 multi-family units to the Operating Assets segment in
2020.
Earnings Before Taxes
In addition to the required presentations using GAAP, we use certain non-GAAP performance measures, as we believe
these measures improve the understanding of our operational results and make comparisons of operating results among
peer companies more meaningful. Management continually evaluates the usefulness, relevance, limitations and
calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the
public, and thus such reported measures could change.
Because our four segments, Operating Assets, MPC, Seaport District and Strategic Developments, are managed
separately, we use different operating measures to assess operating results and allocate resources among them. The one
common operating measure used to assess operating results for our business segments is EBT. EBT, as it relates to each
business segment, represents the revenues less expenses of each segment, including interest income, interest expense,
depreciation and amortization and equity in earnings of real estate and other affiliates. EBT excludes corporate expenses
and other items that are not allocable to the segments. See discussion herein at Corporate income, expenses and other
items for further details. We present EBT for each segment because we use this measure, among others, internally to
assess the core operating performance of our assets.
EBT should not be considered an alternative to GAAP net income attributable to common stockholders or GAAP net
income, 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 EBT are that it does not include the following in our
calculations:
–
–
–
–
–
–
cash expenditures, or future requirements for capital expenditures or contractual commitments
corporate general and administrative expenses
interest expense on our corporate debt
income taxes that we may be required to pay
any cash requirements for replacement of fully depreciated or amortized assets
limitations on, or costs related to, the transfer of earnings from our real estate and other affiliates to us
Segment operating results are as follows:
thousands
Year ended December 31, 2020
Total revenues
Total operating expenses
Segment operating income (loss)
Depreciation and amortization
Interest income (expense), net
Other income (loss), net
Equity in earnings (losses) from real estate and other
affiliates
Gain (loss) on sale or disposal of real estate and other
assets, net
Gain (loss) on extinguishment of debt
Provision for impairment
Segment EBT
Corporate income, expenses and other items
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to common stockholders
Operating
Assets
Segment (a)
MPC
Segment
Seaport
District
Segment
Strategic
Developments
Segment
Total
$
372,057 $ 283,953 $ 23,814 $
19,407 $ 699,231
(185,480) (128,597)
(46,112)
(135,160)
(495,349)
186,577
155,356
(22,298)
(115,753) 203,882
(162,324)
(365)
(41,602)
(6,545)
(210,836)
(91,411)
36,587
(12,512)
540
—
(2,616)
6,312
2,165
(61,024)
89
(7,366)
17,845
(9,292)
269,912
271,099
38,232
(1,521)
(48,738)
—
—
—
—
21,710
59,942
(11,648)
—
—
—
(13,169)
(48,738)
$
(86,011) $ 209,423 $ (99,968) $
177,801 $ 201,245
(204,418)
(3,173)
(22,981)
$
(26,154)
HHC 2020 FORM 10-K | 41
MANAGEMENT’S DISCUSSION AND ANALYSIS
OVERVIEW
Table of Contents
Index to Financial Statements
thousands
Year Ended December 31, 2019
Total revenues
Total operating expenses
Segment operating income (loss)
Depreciation and amortization
Interest income (expense), net
Other income (loss), net
Equity in earnings (losses) from real estate and other
affiliates
Gain (loss) on sale or disposal of real estate and other
assets, net
Selling profit from sales-type leases
Gain (loss) on extinguishment of debt
Operating
Assets
Segment (a)
MPC
Segment
Seaport
District
Segment
Strategic
Developments
Segment
Total
$
400,131 $ 386,781 $ 55,645 $
457,948 $ 1,300,505
(187,322) (183,472)
(77,872)
(391,848)
(840,514)
212,809
203,309
(22,227)
66,100
459,991
(115,499)
(424)
(26,381)
(5,473)
(147,777)
(81,029)
32,019
(12,865)
11,321
(50,554)
1,142
601
(22)
831
2,552
3,672
28,336
(2,592)
1,213
30,629
—
13,537
—
—
—
—
(6)
—
4,851
27,119
—
—
27,113
13,537
4,851
Segment EBT
$
34,632 $ 263,841 $ (59,242) $
101,111 $ 340,342
Corporate income, expenses and other items
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to common stockholders
Year Ended December 31, 2018
Total revenues
Total operating expenses
Segment operating income (loss)
Depreciation and amortization
Interest income (expense), net
Other income (loss), net
Equity in earnings (losses) from real estate and other
affiliates
Gain (loss) on sale or disposal of real estate and other
assets, net
(266,047)
74,295
(339)
$ 73,956
$
348,242 $ 309,451 $ 32,632 $
374,212 $ 1,064,537
(164,445) (163,517)
(49,716)
(290,806)
(668,484)
183,797
145,934
(17,084)
83,406
396,053
(103,293)
(243)
(12,466)
(3,307)
(119,309)
(71,551)
26,919
(7,107)
18
6,291
102
12,476
(25,865)
3,015
(3,972)
1,994
36,284
(705)
2,364
39,937
(4)
—
—
—
(4)
Segment EBT
$
3,836 $ 208,912 $ (23,862) $
97,954 $ 286,840
Corporate income, expenses and other items
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to common stockholders
(229,114)
57,726
(714)
$ 57,012
(a) Total revenues includes hospitality revenues of $35.2 million for the year ended December 31, 2020, $87.9 million for the
year ended December 31, 2019, and $82.0 million for the year ended December 31, 2018. Total operating expenses
includes hospitality operating costs of $32.3 million for the year ended December 31, 2020, $60.2 million for the year ended
December 31, 2019, and $59.2 million for the year ended December 31, 2018.
HHC 2020 FORM 10-K | 42
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
Net income (loss) attributable to common stockholders decreased $100.1 million for the year ended December 31, 2020,
compared to the same period in 2019 and increased $16.9 million for the year ended December 31, 2019, compared to
the same period in 2018.
For the year ended December 31, 2020:
Total segment EBT decreased $139.1 million compared to the prior year period primarily due to the following:
–
–
–
lower Operating Asset EBT primarily due to decreases in operating revenues due to rent deferrals and collection
reserves related to our retail properties, declines in occupancy at our recently reopened hospitality properties and
cancellation of the Las Vegas Aviators 2020 baseball season as a result of the COVID-19 pandemic
lower MPC EBT primarily due to lower MPC land sales revenues, driven by timing of Summerlin superpad sales
lower Seaport EBT primarily due to decreases in segment revenues and operating expenses primarily as a result
of business closures and cancellations of events related to the COVID-19 pandemic
loss on extinguishment of debt due to the early retirement of Seaport and Operating loans
higher Strategic Developments EBT primarily due a gain on deconsolidation of 110 North Wacker attributable to
the initial fair value step-up of the retained equity method investment at the time of deconsolidation and the
recognition of previously eliminated 110 North Wacker development fees upon deconsolidation, partially offset by
a charge in the 2020 related to our expected funding of costs to correct alleged construction defects at Waiea,
and lower Condominium rights and unit sales, net of costs, driven by the timing of condominium closings
Net expenses related to Corporate income, expenses and other items decreased $61.6 million compared to the prior year
period primarily due to the following:
–
–
–
–
–
decrease in General and administrative expenses primarily related to the reduction of labor costs due to
workforce reductions as part of an overall plan to reduce recurring overhead costs, and lower travel and
entertainment costs, which are attributable to COVID-19 travel restrictions
decrease in Income tax expense (benefit) primarily due to a decrease in Income before income tax
increase in corporate interest expense, net primarily due to the $750 million issuance of senior notes in 2020
For the year ended December 31, 2019:
Total segment EBT increased $53.5 million compared to the prior year period primarily due to the following:
–
–
–
–
higher MPC EBT primarily due to higher superpad sales at Summerlin and higher lot sales and the mix of lots
sold at Bridgeland, The Woodlands and The Woodland Hills
higher Operating Asset EBT primarily due to increases in operating revenues at our office, retail and multi-family
properties due to placing six properties into service in the latter half of 2018 and early 2019, as well as increased
our office, multi-family and hospitality properties and higher Other land, rental and property revenues due to
placing the Las Vegas Ballpark into service in 2019
higher Strategic Developments EBT primarily due to an increase in Gain (loss) on sale or disposal of real estate
and other assets, net related to gains on the sales of West Windsor and Cottonwood Mall in 2019, partially offset
by a loss on the sale of the Bridges at Mint Hill joint venture in 2019 and lower Condominium rights and unit
sales, net of costs, driven by closings at Ke Kilohana in 2019, a workforce tower, compared to closings at Ae’o in
2018
lower Seaport EBT primarily due to an increase in Interest expense for debt related to the acquisition of 250
Water Street, the Seaport District term loan that closed in the second quarter of 2019, and a reduction of interest
capitalized to assets that were under development during 2018 but have since been placed in service, and an
increase in Operating costs primarily due to start-up costs for new business openings and costs directly
associated with increases in revenue at our businesses
Net expenses related to Corporate income, expenses and other items increased $36.9 million compared to the prior year
period primarily due to the following:
–
–
–
increase in General and administrative expenses primarily due to corporate restructuring costs and consulting
fees for technology and data integration projects
increase in Income tax expense (benefit) primarily due to an increase in Income before tax
partially offsetting decrease in Demolition costs primarily related to 2018 costs at 110 North Wacker and Tin
Building that did not recur in 2019 and increase in Corporate other income related to the receipt of insurance
proceeds related to Superstorm Sandy
See segment discussions for more detail on the changes described above.
HHC 2020 FORM 10-K | 43
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Operating Assets
Table of Contents
Index to Financial Statements
Segment EBT The following table presents segment EBT for Operating Assets for the years ended December 31:
Operating Assets Segment EBT
thousands
Rental Revenue
Other land, rental and property revenues
Total revenues
2020
315,730 $
$
56,327
372,057
2019
269,392 $
130,739
400,131
2018
245,755 $
102,487
348,242
2020-2019
Change
2019-2018
Change
46,338 $
(74,412)
(28,074)
23,637
28,252
51,889
Operating costs
Rental property real estate taxes
Provision (recovery) for doubtful accounts
Total operating expenses
Segment operating income (loss)
Depreciation and amortization
Interest income (expense), net
Other income (loss), net
Equity in earnings (losses) from real estate and
other affiliates
Gain (loss) on sale or disposal of real estate and
other assets, net
Selling profit from sales-type leases
Gain (loss) on extinguishment of debt
Provision for impairment
Segment EBT
For the year ended December 31, 2020:
(133,877)
(45,739)
(5,864)
(185,480)
186,577
(162,324)
(91,411)
540
(155,137)
(32,563)
378
(187,322)
212,809
(115,499)
(81,029)
1,142
(130,701)
(28,706)
(5,038)
(164,445)
183,797
(103,293)
(71,551)
(7,107)
21,260
(13,176)
(6,242)
1,842
(26,232)
(46,825)
(10,382)
(602)
(24,436)
(3,857)
5,416
(22,877)
29,012
(12,206)
(9,478)
8,249
(7,366)
3,672
1,994
(11,038)
1,678
38,232
—
(1,521)
(48,738)
(86,011) $
—
13,537
—
—
34,632 $
$
(4)
—
—
—
3,836 $
38,232
(13,537)
(1,521)
(48,738)
(120,643) $
4
13,537
—
—
30,796
Operating Assets segment EBT decreased $120.6 million compared to the prior year period primarily due to the following:
–
–
–
–
–
increase in the Provision for impairment of $48.7 million for Outlet Collection at Riverwalk, partially offset by an
increase in Gain (loss) on sale or disposal of real estate related to the sale of 100 Fellowship Drive, in The
Woodlands, Texas, in the first quarter of 2020. Please refer to Note 3 - Acquisitions and Dispositions and Note 4 -
Impairment in the Company’s Consolidated Financial Statements for further details.
net decreases in our Other land, rental and property revenues and related Operating expenses primarily due to
declines in occupancy at our recently reopened hospitality properties and cancellation of the Las Vegas Aviators
2020 baseball season, all as a result of the COVID-19 pandemic
net decreases in Rental revenue and related Operating expenses primarily due to rent deferrals and collection
reserves related to our retail properties
decrease in Selling profit from sales-type leases attributable to the commencement of a lease at our 100
Fellowship Drive property in the third quarter of 2019
increase in Depreciation and amortization expense, Rental property real estate taxes, Interest expense, net, and
Operating expenses, partially offset by Rental revenue related to office and multi-family assets recently acquired
or placed in service, but still in the lease-up period
For the year ended December 31, 2019:
Operating Assets segment EBT increased $30.8 million compared to the prior year period primarily due to the following:
–
–
–
increase in Rental Revenues primarily due to increases at our office, retail and multi-family properties due to
placing Aristocrat, Two Summerlin, Two Merriweather and Lakefront North office properties and Lake Woodlands
Crossing Retail property in service in the latter half of 2018, placing Creekside Park Apartments into service in
2019, as well as increased occupancy and continued stabilization at Millennium Waterway Apartments, Three
Hughes Landing, 1725 Hughes Landing, 2201 Lake Woodlands Drive, 50 Columbia Corporate Center and One
Merriweather
increase in Other land, rental and property revenues primarily due to opening the Las Vegas Ballpark in 2019
increase in Operating costs primarily due to costs associated with opening the Las Vegas Ballpark in 2019 as well
as placing various office, retail and multi-family properties in service in 2019 or late 2018
HHC 2020 FORM 10-K | 44
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
–
–
increase in Depreciation and amortization primarily due to the transfers of the Las Vegas Ballpark, 6100
Merriweather, 100 Fellowship Drive, Tanager Apartments and Hughes Landing Daycare from Strategic
Developments to Operating Assets in 2019 or late 2018
increase in Interest income (expense), net primarily due to the Las Vegas Ballpark, Two Summerlin, Aristocrat,
Lakefront North, Creekside Park Apartments and Three Hughes Landing being placed in service in 2019 or late
2018
Net Operating Income We believe that NOI is a useful supplemental measure of the performance of our Operating
Assets and Seaport District segments because it provides a performance measure that, when compared year over year,
reflects the revenues and expenses directly associated with owning and operating real estate properties and the impact
on operations from trends in rental and occupancy rates and operating costs as variances between years in NOI typically
result from changes in rental rates, occupancy, tenant mix and operating expenses. We define NOI as operating revenues
(rental income, tenant recoveries and other revenue) less operating expenses (real estate taxes, repairs and
maintenance, marketing and other property expenses). NOI excludes straight-line rents and amortization of tenant
incentives, net; interest expense, net; ground rent amortization; demolition costs; other income (loss); amortization;
depreciation; development-related marketing costs; gain on sale or disposal of real estate and other assets, net; provision
for impairment and equity in earnings from real estate and other affiliates. We use NOI to evaluate our operating
performance on a property-by-property basis because NOI allows us to evaluate the impact that property-specific factors
such as lease structure, lease rates and tenant base have on our operating results, gross margins and investment returns.
Projected annual stabilized NOI is initially projected prior to the development of the asset based on market assumptions
and is revised over the life of the asset as market conditions evolve. On a quarterly basis, each asset’s annualized NOI is
compared to its projected stabilized NOI and stabilization date in conjunction with forecast data to determine if an
adjustment is needed. Adjustments to an asset’s stabilized NOI are made when changes to the asset's long-term
performance are thought to be more than likely and permanent. Projected stabilized dates are adjusted when the asset is
believed to reach its stabilized NOI prior to or later than originally assumed.
Although we believe that NOI provides useful information to investors about the performance of our Operating Assets and
Seaport District segments, due to the exclusions noted above, NOI should only be used as an additional measure of the
financial performance of such assets and not as an alternative to GAAP net income. A reconciliation of Operating Assets
segment EBT to Operating Assets NOI is presented in the table below. Refer to the Seaport District section for a
reconciliation of Seaport District segment EBT to Seaport District NOI.
Operating Assets NOI
thousands
Total Operating Assets segment EBT
Depreciation and amortization
Interest (income) expense, net
Equity in (earnings) losses from real estate and other affiliates
(Gain) loss on sale or disposal of real estate and other assets, net
(38,232)
(Gain) loss on extinguishment of debt
Selling profit from sales-type leases
Provision for impairment
Impact of straight-line rent
Other
Operating Assets NOI
2020
2019
2018
Change
Change
$
(86,011) $ 34,632 $
3,836 $ (120,643) $ 30,796
2020-2019
2019-2018
162,324
115,499
103,293
91,411
7,366
81,029
(3,672)
71,551
(1,994)
—
(13,537)
—
—
—
4
—
—
—
1,521
48,738
(7,630)
99
(9,007)
(12,427)
671
7,312
(572)
46,825
10,382
11,038
(38,232)
1,521
13,537
48,738
1,377
12,206
9,478
(1,678)
(4)
—
(13,537)
—
3,420
(6,641)
$ 179,586 $ 205,615 $ 171,575 $
(26,029) $ 34,040
The below table presents Operating Assets NOI by property type:
Operating Assets NOI by Property Type
thousands
Office
Retail
Multi-family
Hospitality
Other
Operating Assets NOI
2020-2019
Change
2019-2018
Change
2019
2020
2018
$ 115,314 $ 85,773 $ 67,530 $ 29,541 $ 18,243
(1,267)
2,856
3,472
10,736
(26,029) $ 34,040
62,568
18,062
28,843
10,369
$ 179,586 $ 205,615 $ 171,575 $
(22,549)
736
(25,916)
(7,841)
40,019
18,798
2,927
2,528
63,835
15,206
25,371
(367)
HHC 2020 FORM 10-K | 45
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
The below table presents Operating Assets NOI by property type and property with redevelopments and dispositions
presented separately:
Operating Assets NOI by Property Type by Property
2020-2019
2019-2018
thousands
Office
The Woodlands
One Hughes Landing
Two Hughes Landing
Three Hughes Landing
1725 Hughes Landing Boulevard
1735 Hughes Landing Boulevard
2201 Lake Woodlands Drive
Lakefront North (a)
8770 New Trails (b)
9303 New Trails
3831 Technology Forest Drive
3 Waterway Square
4 Waterway Square
The Woodlands Towers at The Waterway (a)
1400 Woodloch Forest
Columbia
10-70 Columbia Corporate Center
Columbia Office Properties
One Mall North
One Merriweather
Two Merriweather (a)
6100 Merriweather (a)
Summerlin
Aristocrat (a) (c)
One Summerlin
Two Summerlin (a)
Total Office NOI
Retail
The Woodlands
Creekside Park West (a)
Creekside Village Green
Hughes Landing Retail
1701 Lake Robbins
Lake Woodlands Crossing Retail (a)
One Lakes Edge Retail
Two Lakes Edge Retail
20/25 Waterway Avenue
Waterway Garage Retail
2000 Woodlands Parkway
Bridgeland
2020
2019
2018
Change
Change
$
5,795 $
4,128
7,780
6,262
8,193
450
3,754
341
1,325
2,442
5,711
6,974
26,901
599
6,968 $
5,573
5,546
5,665
7,887
455
(161)
—
941
2,346
6,466
6,768
189
1,369
6,263 $
5,862
1,804
5,002
7,512
(87)
(993)
—
1,043
2,316
6,824
6,730
—
1,878
(1,173) $
(1,445)
2,234
597
306
(5)
3,915
341
384
96
(755)
206
26,712
(770)
13,282
420
1,811
5,280
1,803
(2,563)
4,280
6,243
3,092
14,400
1,104
1,786
3,728
967
(215)
4,133
5,702
1,942
13,288
1,325
1,844
2,418
(889)
—
—
5,510
(120)
(1,118)
(684)
25
1,552
836
(2,348)
147
541
1,150
705
(289)
3,742
663
375
542
832
—
(102)
30
(358)
38
189
(509)
1,112
(221)
(58)
1,310
1,856
(215)
4,133
192
2,062
114,303
83,559
67,530
30,744
16,029
$
441 $
2 $
— $
1,886
3,635
508
1,449
766
298
1,317
372
400
2,051
4,329
540
1,297
1,048
—
1,573
573
79
2,025
4,301
515
104
962
—
1,942
703
81
439 $
(165)
(694)
(32)
152
(282)
298
(256)
(201)
321
2
26
28
25
1,193
86
—
(369)
(130)
(2)
Lakeland Village Center at Bridgeland
1,257
1,869
1,190
(612)
679
Columbia
Columbia Regional Building
Juniper Retail
Merriweather District Area 3 Standalone Restaurant (b)
2,272
(131)
(3)
2,198
—
—
2,101
—
—
74
(131)
(3)
97
—
—
Summerlin
Downtown Summerlin
Ward Village
Ward Village Retail (a)
Other
Outlet Collection at Riverwalk
Total Retail NOI
15,521
21,585
20,842
(6,064)
743
9,385
19,387
22,795
(10,002)
(3,408)
646
40,019
6,037
62,568
6,285
63,846
(5,391)
(248)
(22,549)
(1,278)
HHC 2020 FORM 10-K | 46
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Operating Assets NOI by Property Type by Property
thousands
Multi-family
The Woodlands
Creekside Park Apartments (a)
Millennium Six Pines Apartments
Millennium Waterway Apartments
One Lakes Edge
Two Lakes Edge (b)
The Lane at Waterway (b)(d)
Bridgeland
Lakeside Row (a)
Columbia
Juniper Apartments (b)
Summerlin
Constellation Apartments
Tanager Apartments (a)
Total Multi-family NOI
Hospitality
The Woodlands
Table of Contents
Index to Financial Statements
2020-2019
2019-2018
2020
2019
2018
Change
Change
— $
749 $
$
2,403 $
3,114
3,245
4,950
(488)
(117)
1,654 $
4,207
3,890
5,762
—
—
696
307
(88)
—
3,869
3,423
5,623
—
—
—
—
1,912
2,776
1,980
657
2,291
—
18,798
18,062
15,206
(1,093)
(645)
(812)
(488)
(117)
784
307
(68)
2,119
736
1,654
338
467
139
—
—
(88)
—
(311)
657
2,856
350
1,817
1,305
3,472
Embassy Suites at Hughes Landing
The Westin at The Woodlands
The Woodlands Resort & Conference Center
Total Hospitality NOI
$
1,271 $
(132)
1,788
5,612 $
9,553
13,678
5,262 $
7,736
12,373
(4,341) $
(9,685)
(11,890)
2,927
28,843
25,371
(25,916)
Total Retail, Office, Multi-family and Hospitality NOI
176,047
193,032
171,953
(16,985)
21,079
Other
The Woodlands
The Woodlands Ground Leases
The Woodlands Warehouse
Summerlin
Las Vegas Ballpark (a)(e)
Ward Village
Kewalo Basin Harbor
Other
Parking Garages (f)
Other Properties (a)
Total Other NOI
$
1,868 $
1,052
1,778 $
6
1,589 $
—
90 $
1,046
189
6
(3,577)
8,135
(509)
(11,712)
8,644
1,080
612
241
468
371
(1,539)
3,644
2,528
(1,286)
1,129
10,374
(957)
(218)
146
(253)
2,515
(7,846)
(329)
1,347
10,228
Operating Assets NOI excluding properties sold or in
redevelopment
$ 178,575 $ 203,406 $ 172,099 $ (24,831) $ 31,307
Redevelopments
Other
110 North Wacker (b)
Total Operating Assets Redevelopments NOI
$
— $
—
(5) $
(5)
(513) $
(513)
5 $
5
508
508
Dispositions
Other
100 Fellowship Drive (a)
Cottonwood Square
$
1,011 $
—
2,214 $
—
— $
(11)
(1,203) $
—
Total Operating Assets Dispositions NOI
1,011
2,214
(11)
(1,203)
2,214
11
2,225
Total Operating Assets NOI - Consolidated
$ 179,586 $ 205,615 $ 171,575 $ (26,029) $ 34,040
(a) Properties placed in service in 2018 or 2019. Refer to Other Transferred Properties section below for details.
(b) Properties placed in service in 2020. See below for further details.
(c) Building was placed in service and tenant took occupancy in late December 2018 and therefore 2018 NOI on the property is not meaningful.
(d) Millennium Phase III Apartments was renamed to The Lane at Waterway.
(e)
(f)
Includes the Las Vegas Aviators.
Includes parking garages in The Woodlands, Columbia and Ward Village.
HHC 2020 FORM 10-K | 47
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
Office Properties Our office properties are located in Summerlin in Las Vegas, Nevada; Columbia, Maryland; and The
Woodlands, Texas. Leases related to our office properties are generally triple net leases in The Woodlands, gross leases
in Summerlin and modified gross leases in Columbia.
The following discussions summarize our recently completed or acquired office properties, which were placed in service in
2020:
The Woodlands
8770 New Trails This build-to-suit office building was placed in service in the first quarter of 2020. We entered into this
build-to-suit arrangement with Alight Solutions, a national health and welfare benefits administrator, in the first quarter of
2019. The building, which is 100% leased, is a four-story, 180,000 rentable square foot office building. Total development
costs of approximately $46.0 million was partially financed with a $35.5 million construction loan. We expect to reach
projected annual stabilized NOI of $4.4 million in 2021.
Other
110 North Wacker This 1,492,940 square foot office building was placed in service in the third quarter of 2020. This
triggered a reconsideration event that resulted in the deconsolidation of 110 North Wacker and the recognition of the
retained equity method investment at fair value. The equity method investment was transferred from the Strategic
Development segment to the Operating Asset segment, however NOI for equity method investments is not disclosed in
the table above. As of December 31, 2020, the asset is 77% leased.
Retail Properties Some of the leases related to our retail properties are triple net leases, which generally require tenants
to pay their pro-rata share of property operating costs, such as real estate taxes, utilities and insurance, and the direct
costs of their leased space. We also enter into certain leases which require tenants to pay a fixed rate per square foot
reimbursement for common area costs which is increased annually according to the terms of the lease. Given the unique
nature of many of our retail properties, the mix of tenant lease agreements and related lease terms executed during the
year ended December 31, 2020, may differ significantly from those entered into in prior periods.
The following discussions summarize our retail properties which were completed and transferred from Strategic
Developments to Operating Assets in 2020:
Columbia
Merriweather District Area 3 Standalone Restaurant In the third quarter of 2020, this standalone restaurant project in
Merriweather District Area 3 which is 100% pre-leased to Busboys and Poets, was placed in service. This project is one of
two separate retail buildings, the other being a standalone kiosk. These two projects will serve as amenities to Area 3’s
residents and office workers and launch us into the next phase of transforming Area 3 into an urban, mixed-use regional
attraction. Total development cost for the standalone restaurant project was approximately $5.6 million. We expect to
reach projected annual stabilized NOI of $0.4 million in the first half of 2021.
Multi-family Properties The following are multi-family properties which were transferred from Strategic Developments to
Operating Assets during the year ended December 31, 2020:
Columbia
Juniper Apartments This seven-story, 382-unit multi-family property in Columbia was placed in service in the first quarter
of 2020. The building includes 56,683 square feet of retail on the ground level, a parking garage, a fitness center and yoga
studio, a clubroom with an outdoor terrace and a swimming pool, along with other amenities. Total development costs of
approximately $116.4 million were partially financed with a $85.7 million construction loan. We expect to reach projected
annual stabilized NOI of $9.2 million in 2023.
The Woodlands
The Lane at Waterway This multi-family development was placed in service in the fourth quarter of 2020. The project is
the third phase of the Millennium Apartment portfolio, following the success of Millennium Waterway and Millennium Six
Pines. The community includes 163 luxury units situated on 1.67 acres, with one, two and three-bedroom units as well as
townhomes. Total development costs were approximately $45.0 million which was partially financed with a $30.7 million
construction loan. We expect to reach projected annual stabilized NOI of $3.5 million in 2022.
HHC 2020 FORM 10-K | 48
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
Two Lakes Edge This eight-story, Class-A, 386-unit multi-family development was placed in service in the second quarter
of 2020. The mixed-use development in The Woodlands is our second apartment complex in Hughes Landing. The project
includes 11,448 square feet of retail and restaurant space on the ground level and community amenities that include a
resort-style pool and outdoor entertainment area overlooking Lake Woodlands, a Sky Lounge, built-in wine storage, a
fitness center with a large yoga room and an outdoor fitness lawn. Total development costs were approximately $107.7
million which was partially financed with a $74.0 million construction loan. We expect to reach projected annual stabilized
NOI of $8.5 million in 2024.
Other The properties that are included in Other Properties in our Operating Assets NOI and EBT table for the years
ended December 31, 2020, 2019 and 2018 include the Las Vegas Ballpark, Kewalo Basin Harbor, HHC 242 Self-Storage,
HHC 2978 Self-Storage, Hughes Landing Daycare, Woodlands Warehouse and the ground lease for our NHL hockey
practice facility in Downtown Summerlin. The decrease in NOI in Other Properties for the year ended December 31, 2020,
compared to the same period in 2019 is primarily related to the cancellation of the Las Vegas Aviators 2020 baseball
season, as a result of the COVID-19 pandemic. The increase in NOI for the year ended December 31, 2019, compared to
the same period in 2018, is primarily related to placing assets such as Las Vegas Ballpark, Kewalo Basin Harbor and
Hughes Landing Daycare into service as well as continued stabilization of various assets.
Other Transferred Properties The following discussions summarize our properties which were transferred to Operating
Assets from Strategic Developments or acquired in 2019 and 2018:
Bridgeland
Lakeside Row In the fourth quarter of 2019, we opened our first multi-family development in Bridgeland. Total
development costs were approximately $45.6 million. We expect to reach annual stabilized NOI of approximately $3.9
million in 2022.
The Woodlands
Creekside Park West We placed this retail center in service in the fourth quarter of 2019. Total development costs were
approximately $20.8 million. We expect to reach annual stabilized NOI of approximately $2.2 million in 2022.
Creekside Park Apartments The grand opening and completion of the clubhouse and certain buildings for this apartment
complex took place in the third quarter of 2018. In 2019, we opened all remaining buildings. Total development costs were
approximately $40.5 million.
Hughes Landing Daycare We placed this build-to-suit daycare center in service in the third quarter of 2019. Total
development costs were approximately $2.9 million.
Lakefront North We purchased this campus comprised of a four-story building and a six-story building in September 2018.
Lake Woodlands Crossing Retail We placed this retail center in The Woodlands Town Center in service in the fourth
quarter of 2018. Total development costs were approximately $12.3 million.
100 Fellowship Drive In the third quarter of 2019, we opened this build-to-suit medical building. Total development costs
were approximately $61.0 million. The building was 100% leased and stabilized as of December 30, 2019, and sold in the
first quarter of 2020. See Note 3 - Acquisitions and Dispositions for additional information regarding this disposition.
The Woodlands Towers at The Waterway On December 30, 2019, we acquired two Class AAA office towers. We leased
100% of one tower to Occidental Petroleum Corporation, the current tenant, for 13 years. In addition, we relocated our
corporate headquarters into the other tower during 2020 and will lease the remaining space.
Columbia
m.flats/TEN.M We have a 50% ownership interest in this multi-family property, the m.flats portion of which was completed
in the first quarter of 2018.
Two Merriweather This Class-A office building, located in the Merriweather District, was placed in service in 2018. Total
development costs were approximately $40.9 million.
HHC 2020 FORM 10-K | 49
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
6100 Merriweather This Class-A mixed-use office building was placed in service in the third quarter of 2019. Total
development costs were approximately $138.2 million. We expect to reach projected annual stabilized NOI of
approximately $9.2 million in 2023.
Summerlin
Aristocrat This build-to-suit project, which includes two office buildings, was placed in service in the third quarter of 2018.
Total development costs were approximately $37.7 million.
Las Vegas Ballpark This ballpark, home of the Las Vegas Aviators Triple-A professional baseball team, was placed in
service in March 2019. Total development costs were approximately $127.8 million. The Las Vegas Ballpark, inclusive of
the results from both the stadium operations and those of the Las Vegas Aviators, is expected to contribute approximately
$8.1 million to our NOI annually. This expected NOI was not achieved during 2020 due to the cancellation of the Las
Vegas Aviators 2020 baseball season, as a result of the COVID-19 pandemic
Two Summerlin This Class-A office building was completed in the third quarter of 2018. Total development costs were
approximately $50.9 million.
Tanager Apartments In the fourth quarter of 2019, we opened this multi-family development in Downtown Summerlin.
Total development costs were approximately $59.3 million. We expect to reach projected annual stabilized NOI of
approximately $4.4 million by the first quarter of 2022.
Ward Village
Kewalo Basin Harbor Modernization efforts at Kewalo Basin Harbor in Honolulu, which focused on achieving a market-
leading boating facility to drive occupancy, were completed in the fourth quarter of 2019.
Ward Village Retail In the fourth quarter of 2019, a full-service pharmacy was opened at Ke Kilohana. In the second
quarter of 2018, a Whole Foods Market’s Honolulu flagship store was opened at Ae‘o.
HHC 2020 FORM 10-K | 50
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Master Planned Communities
Table of Contents
Index to Financial Statements
Segment EBT The following table presents segment EBT for MPC Assets for the years ended December 31:
MPC Segment EBT
thousands except
percentages
Bridgeland
Columbia
Summerlin
The Woodlands
The Woodlands Hills
Total MPC
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
Land sales (a)
$ 76,040
$ 61,401
$ 50,150
$
— $
— $
—
$ 113,336
$ 214,793
$ 168,311
$ 26,290
$ 42,846
$ 34,551
$ 17,378
$ 11,106
$ 8,893
$ 233,044
$ 330,146
$ 261,905
Builder price
participation (b)
1,841
920
569
Other land revenues
96
150
1,207
Total revenues
77,977
62,471
51,926
Cost of sales - land
24,790
22,781
16,097
—
—
—
—
—
—
—
—
—
34,687
34,355
26,245
362
290
250
327
13,432
12,830
11,996
309
7,966
6,444
182
—
116
8
21
37,072
35,681
27,085
487
13,837
20,954
20,461
327
161,455
261,978
206,552
26,961
51,102
41,245
17,560
11,230
9,401
283,953
386,781
309,451
—
55,100
93,590
87,229
15,011
20,600
16,563
6,604
4,881
4,325
101,505
141,852
124,214
Land sales operations
5,195
7,162
6,809
1,054
1,281
1,541
9,564
11,422
10,436
9,099
19,266
18,161
2,180
2,489
2,313
27,092
41,620
39,260
Provision for doubtful
accounts
Total operating
expenses
—
—
33
—
—
—
—
—
10
—
—
—
—
—
—
—
—
43
29,985
29,943
22,939
1,054
1,281
1,541
64,664
105,012
97,675
24,110
39,866
34,724
8,784
7,370
6,638
128,597
183,472
163,517
Operating income
47,992
32,528
28,987
(1,054)
(1,281)
(1,214)
96,791
156,966
108,877
2,851
11,236
6,521
8,776
3,860
2,763
155,356
203,309
145,934
Depreciation and
amortization
Other (income) loss
Interest (income)
expense, net (c)
Equity in earnings in
real estate and other
affiliates (d)
133
—
133
(223)
127
—
(16,578)
(15,639)
(13,035)
—
—
—
—
—
—
—
(20)
(311)
(51)
—
97
—
176
5
31
—
135
—
135
(72)
136
(18)
—
—
—
—
—
—
365
—
424
(601)
243
(18)
—
(151)
(21,838)
(20,736)
(17,514)
2,913
5,497
4,656
(1,084)
(1,141)
(875)
(36,587)
(32,019)
(26,919)
—
—
(17,845)
(28,336)
(36,284)
—
—
—
—
—
—
(17,845)
(28,336)
(36,284)
Segment EBT (e)
$ 64,437
$ 48,257
$ 41,895
$
(1,054) $
(950) $
(1,012) $ 136,377
$ 205,857
$ 162,644
$
(197)
$ 5,676
$ 1,747
$ 9,860
$ 5,001
$ 3,638
$ 209,423
$ 263,841
$ 208,912
(GAAP Basis)
Residential Gross
Margin %
(GAAP Basis)
Commercial Gross
Margin % (f)
67.4 %
62.9 %
67.6 %
NM
NM
NM
51.4 %
56.4 %
48.4 %
42.9 %
51.9 %
54.4 %
62.2 %
56.1 %
51.4 %
56.5 %
57.0 %
52.9 %
67.4 %
74.9 %
75.9 %
NM
NM
NM
NM
NM
32.8 %
NM
NM
(4.7) %
NM
NM
NM
67.4 %
74.9 %
38.3 %
(a) Land sales include deferred revenue from land sales closed in a previous period which met criteria for recognition in the current period.
(b) Builder price participation revenue is based on an agreed-upon percentage of the sales price of homes closed relative to the base lot price which was paid by the homebuilders to us. This
(c)
revenue fluctuates based upon the number and the prices of homes closed that qualify for builder price participation payments.
Interest expense, net reflects the amount of interest that is capitalized at the project level. Negative interest expense amounts relate to interest capitalized relating to debt assigned to our
Operating Assets segment and corporate debt.
(d) Equity in earnings in real estate and other affiliates reflects our share of earnings in The Summit joint venture.
(e) The negative MPC segment EBT in Columbia in 2020, 2019 and 2018 was due to real estate taxes and administrative expenses.
(f) Commercial land sales in The Woodlands in 2018 consisted of a 1.6-acre site that was acquired in 2014 at market value, as the original purchaser did not proceed with construction, our
holding costs exceeded the 2018 sale price.
NM - Not Meaningful
HHC 2020 FORM 10-K | 51
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
MPC revenues vary between periods based on economic conditions and several factors including location, availability of
land for sale, development density and residential or commercial use. Gross margin for each MPC will vary from period to
period based on the locations of the land sold and the related costs associated with developing the land sold. Reported
results differ significantly from actual cash flows generated principally because cost of sales for GAAP purposes is derived
from margins calculated using carrying values, projected future improvements and other capitalized project costs in
relation to projected future land sale revenues. Carrying values generally represent acquisition and development costs
reduced by any previous impairment charges. Development expenditures are capitalized and generally not reflected in the
Statements of Operations in the current period. Accordingly, Cost of sales – land includes both actual and estimated future
costs allocated based upon relative sales value to the lots or land parcels in each of the villages and neighborhoods in our
MPCs.
For the year ended December 31, 2020:
MPC Segment EBT decreased $54.4 million to $209.4 million for the year ended December 31, 2020 primarily due to the
following results by MPC:
Bridgeland
– Residential land sales revenues increased $12.9 million primarily due to an increase in acres sold and price per
acre. Bridgeland sold 169.1 residential acres compared to 150.3 acres in 2019. The average price per residential
acre increased by $31,000 to $439,000 per acre.
– Commercial land sales increased $2.2 million from the sale of 16.6 acres compared to no commercial site sales
in 2019.
Summerlin
–
Land sales revenues decreased $101 million primarily due to lower superpad sales and SID bond assumptions,
partially offset by an increase in custom lot sales. The decrease in land sales revenues was partially offset by a
decrease in associated MPC cost of sales of $38 million. The decrease in superpad sales in 2020 was primarily
due to the acceleration of sales into 2019 as a result of increased demand from homebuilders and homebuyers.
– Revenues from custom lot sales increased due to an increase in quantity of lots sold despite a decrease in
average price for custom lots, which averaged approximately $34.50 per square foot in 2020 compared to $39.00
per square foot in 2019.
Summerlin’s residential land sales totaled 126.9 acres compared to 319.4 for the same period in 2019. The
average price per acre for superpad sites for the year increased by $90,000 to $738,000 per acre compared to
the same period in 2019 due to the mix of lots sold.
Equity earnings at The Summit decreased due to an increase in projected amenity costs and the 2020 sales
consisting of a greater mix of built units which have a lower margin than custom lot sales.
–
–
The Woodlands
–
Land sales revenues decreased $16.6 million primarily due to a decrease in acres sold due to availability of land
as the community reaches completion. The Woodlands sold 24.6 residential acres compared to 60.9 acres in
2019. The average price per residential acre increased $384,000 to $1.1 million per acre, primarily due to an
increase in land sales in a high-end, exclusive section of The Woodlands community that generates significantly
higher value per acre in comparison.
The Woodlands Hills
–
Land sales revenues increased $6.3 million due to an increase in acres sold and price per acre. The Woodlands
Hills sold 56.1 residential acres compared to 40.2 acres in 2019. The average price per acre increased $34,000
to $310,000 per acre.
For the year ended December 31, 2019:
MPC Segment EBT increased $55 million to $263.8 million for the year ended December 31, 2019 primarily due to the
following results by MPC:
Bridgeland
–
Land sales revenues increased $11.3 million as a result of higher residential land sales and the recognition of
revenues deferred in previous periods.
– Residential land sales were higher due to an increase in acres sold and price per acre. For the year ended
December 31, 2019, Bridgeland sold 150.3 residential acres compared to 125.3 acres in 2018. The average price
per residential acre increased $23,000 to $408,000 per acre as a result of contractual escalations in lot prices.
– Commercial land sales decreased as there were no commercial sites sales compared to one commercial site
totaling 2.4 acres sold at an average price of $583,000 per acre in 2018.
HHC 2020 FORM 10-K | 52
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
Builder price participation increased 61.7% due to an increase in the number of homes closed.
–
– Other land revenues decreased $1.1 million due to easement sales that did not reoccur.
Summerlin
–
Land sales revenues increased $46.5 million due to an increase in superpad sales and SID bond assumptions
related to debt for a new SID formed in the fourth quarter of 2019. These increases were partially offset by a
decrease in average price for custom lot sales from $1,414,000 per lot in 2018 to $744,000 per lot in 2019. The
decrease in average price for custom lots is a result of selling smaller lots in 2019, which averaged $39.00 per
square foot in 2019 compared to $47.34 per square foot in 2018.
Summerlin’s residential land sales totaled 319.4 acres compared to 244.8 acres for the same period in 2018. The
average price per acre for superpad sites for the year increased $82,000 to $648,000 per acre compared to the
same period in 2018 due to the mix of lots sold.
There were no commercial land sales in 2019 and in 2018 the Company sold a 5.9-acre church site for $399,000
per acre.
Builder price participation revenue increased 30.9% and 20.8% for the years ended December 31, 2019 and
2018, respectively, primarily due to increases in the prices of new homes and associated options, upgrades and
lot premiums.
–
–
–
The Woodlands
–
–
–
–
Land sales revenues increased $8.3 million. Residential land sales revenues were up $9.7 million, primarily due
to the quantity and mix of lots sold, including 3.9 acres of superpad sales. Commercial land sales decreased
$1.4 million as there were no commercial parcel sales in the current year period.
The Woodlands sold 60.9 residential acres in 2019 compared to 53.7 acres in 2018. The average price per
residential acre for single-family lots increased $71,000 to $689,000 per acre in 2019 while the average price per
acre for superpad sites was $923,000 in 2019. The increase in price per residential acre is primarily due to
product mix.
In 2018, The Woodlands sold a 1.6-acre commercial retail site for $850,000 per acre. The higher price per acre
was due to the location being on a major thoroughfare.
Builder price participation revenue increased 16.0% as contractual terms with our homebuilders were adjusted to
align with the current Houston market.
The Woodlands Hills
Land sales revenues increased $2.2 million due to volume and product mix of lots sold.
The Woodlands Hills sold 40.2 residential acres compared to 32.4 acres in 2018.
–
–
– Other land revenues decreased $0.5 million due to funds received for a construction easement in 2018 that did
not recur in 2019.
The Summit
Land development began at The Summit, our joint venture with Discovery Land, in the second quarter of 2015, and the
development continues to progress. The golf course and related amenities were completed and opened to the members
of the golf club in October 2017. The Club Tower Suites broke ground in March of 2019 with construction on schedule to
be completed in 2021. Construction of the clubhouse has commenced with an expected delivery in 2022. Lot closings
began in the second quarter of 2016, and a total of 158 lots have closed for $577.1 million through December 31, 2020.
For the year ended December 31, 2020, 29 residential lots closed for $155.7 million, compared to 20 residential lots
closed for $76.4 million in 2019 and 32 lots closed for $104.8 million in 2018 at The Summit, which offers a mix of custom
lots, single family homes and clubhouse suites, sold by the joint venture. We recognized $17.8 million, $28.3 million and
$36.3 million in equity in earnings and cash distributions of $6.0 million, $16.1 million and $10.0 million were received in
the years ended December 31, 2020, 2019 and 2018, respectively. Refer to Note 2 - Real Estate and Other Affiliates in
our Notes to Consolidated Financial Statements for a description of the joint venture and further discussion.
HHC 2020 FORM 10-K | 53
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
The following tables detail our residential and commercial land sales for the years ended December 31:
Land Sales
Acres Sold
Number of Lots/Units
Price Per Acre
Price Per Lot
Summary of Residential MPC Land Sales Closed
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
2020
2019
2018
$ 74,180
$ 61,320
$ 48,200
169.1
150.3
125.3
856
12,860
13,120
21.0 %
27.2 %
18.8
25.0
12.5 % 20.0 %
773
153
620 $ 439
31
$ 408
23
$ 385 $ 87
$ 79
$ 78
8
1
83
10.7 % 24.7 %
7.6 % 6.0 %
10.1 % 1.3 %
thousands except
percentages
Bridgeland
Single family
Change
% Change
Columbia
No residential land sales
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Summerlin
Superpad sites
Custom lots
Total
Change
% Change
The Woodlands
Single family
Superpad sites
Total
Change
% Change
The Woodlands Hills
Single family
Change
% Change
Total residential land
sales closed in period
(a)
89,461
204,647
136,246
121.2
315.9
240.8
593
1,862
786
738
648
566
151
8,563
5,952
8,485
5.7
3.5
4.0
14
8
6
1,502
1,701
2,121
612
98,024
210,599
144,731
126.9
319.4
244.8
607
1,870
792
772
591
161
110
744
113
173
1,414
183
(112,575)
65,868
(53.5) %
45.5 %
(192.5)
74.6
(60.3) % 30.5 %
(1,263)
1,078
(67.5) % 136.1 %
659
68
113
17.1 % 11.5 %
48
(70)
42.5 % (38.3) %
26,290
39,246
33,189
24.5
—
3,600
—
—
26,290
42,846
33,189
24.5
57.0
3.9
60.9
53.7
112
240
215
1,073
—
—
30
—
—
53.7
112
270
215
1,073
(16,556)
9,657
(38.6) %
29.1 %
(36.4)
7.2
(59.8) % 13.4 %
(158)
55
(58.5) % 25.6 %
369
689
923
704
86
618
235
—
—
618
235
76
164
120
159
5
154
—
154
52.4 % 13.9 %
47.8 % 3.2 %
17,378
11,107
8,893
56.1
6,271
2,214
15.9
40.2
7.8
56.5 %
24.9 %
39.6 % 24.1 %
32.4
280
171
146
310
276
274
62
65
61
109
25
63.7 % 17.1 %
34
2
(3)
4
12.3 % 0.7 %
(4.6) % 6.6 %
$ 215,872 $ 325,872 $ 235,013
376.6
570.8
456.2
1,855
3,084
1,773
(a) Excludes revenues closed and deferred for recognition in a previous period that met criteria for recognition in the current period. Please see
the Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue table below which reconciles Total residential and commercial
land sales closed to Land sales revenue for the years ended December 31, 2020, 2019 and 2018.
thousands except percentages
Bridgeland
Not-for-profit
Other
Total
Change
% Change
Columbia
Medical
Change
% Change
Summerlin
Not-for-profit
Other
Total
Change
% Change
The Woodlands
Retail
Other
Total
Change
% Change
Summary of Commercial MPC Land Sales Closed
Land Sales
2019
2020
2018
2020
Acres Sold
2019
2018
2020
Price Per Acre
2019
2018
$ 2,164
—
2,164
2,164
$ —
—
—
(1,398)
$ —
1,398
1,398
16.6
—
16.6
16.6
—
—
—
(2.4)
— $ 130
—
2.4
130
2.4
130
$ —
—
—
(583)
$ —
583
583
— % (100.0) %
— % (100.0) %
— % (100.0) %
—
—
—
—
NM
NM
— —
—
—
—
—
—
—
—
—
NM
NM
NM
NM
—
—
—
—
—
—
—
(2,356)
2,356
—
—
—
2,356 —
—
—
—
—
(5.9)
5.9
—
5.9
—
—
—
—
—
—
—
(399)
— % (100.0) %
— % (100.0) %
— % (100.0) %
—
—
—
—
—
—
—
(1,362)
1,362
—
1,362
—
—
—
—
—
—
—
(1.6)
1.6
—
1.6
—
—
—
—
—
—
—
(851)
— % (100.0) %
— % (100.0) %
— % (100.0) %
—
399
—
399
851
—
851
Total commercial land
sales closed in period (a)
$ 2,164
$ —
$ 5,116
16.6
—
9.9
(a) Excludes revenues closed and deferred for recognition in a previous period that met criteria for recognition in the current period. Please see
the Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue table below which reconciles Total residential and commercial
land sales closed to Land sales for the years ended December 31, 2020, 2019 and 2018.
HHC 2020 FORM 10-K | 54
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
Although our business does not involve the sale or resale of homes, we believe that net new home sales are an important
indicator of future demand for our superpad sites and finished lots. Therefore, we use this statistic where relevant in our
discussion of MPC operating results herein. Net new home sales reflect home sales made by homebuilders, less
cancellations. Cancellations generally occur when a homebuyer signs a contract to purchase a home but later fails to
qualify for a home mortgage or is unable to provide an adequate down payment to complete the home sale.
thousands except percentages
Bridgeland
Change
% Change
Summerlin
Change
% Change
The Woodlands
Change
% Change
The Woodlands Hills
Change
% Change
Supplementary Information
Net New Home Sales
2019
2018
2020
Median Home Sales Price
2019
2018
2020
873
134
18.1 %
1,397
105
8.1 %
236
(83)
(26.0) %
218
97
80.2 %
739
244
49.3 %
1,292
16
1.3 %
319
(24)
(7.0) %
121
86
245.7 %
495 $
1,276
343
35
$
372
1
0.3 %
565
(13)
(2.2) %
614
89
17.0 %
316
19
6.4 %
371
(12)
(3.1) %
578
3
0.5 %
525
60
12.9 %
297
(28)
(8.6) %
$
383
575
465
325
Columbia - No New Home Sales
N/A
N/A
N/A
N/A
N/A
N/A
Reconciliation of MPC Land Sales Closed to GAAP Land Sales Revenue The following table reconciles Total
residential and commercial land sales closed in the years ended December 31, 2020, 2019 and 2018 to Land sales
revenue for the respective periods. Total net recognized (deferred) revenue includes revenues recognized in the current
period which are related to sales closed in prior periods, offset by revenues deferred on sales closed in the current period.
thousands
Total residential land sales closed in period
Total commercial land sales closed in period
Net recognized (deferred) revenue:
Bridgeland
Summerlin
Total net recognized (deferred) revenue
Special Improvement District revenue
Land sales
2020
2019
$ 215,872 $ 325,872 $
2,164
(305)
5,019
4,714
10,294
—
81
(19,290)
(19,209)
23,483
$ 233,044 $ 330,146 $
2018
235,013
5,116
553
7,049
7,602
14,174
261,905
Population growth, coupled with low mortgage interest rates, have led to continued demand for new homes in the
Summerlin and Houston markets. Summerlin was ranked the third highest selling master planned community in the nation
and also recognized as the “Best Selling MPC in Las Vegas” by RCLCO. Bridgeland was ranked the ninth highest selling
master planned community in the nation and also recognized as the “Best Selling MPC in Texas” by RCLCO for 2020. We
expect demand to continue as home sales in high quality suburban communities continue to grow in 2021.
MPC Net Contribution In addition to MPC segment EBT, 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 segment EBT, plus MPC cost of sales, Depreciation and amortization and net collections from SID bonds
and Municipal Utility District (MUD) receivables, reduced by MPC development expenditures, land acquisitions and Equity
in earnings from real estate and other affiliates, net of distributions. MPC Net Contribution 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 nor should it be used as a comparison metric with other comparable businesses. A
reconciliation of segment EBT to MPC Net Contribution is presented below.
HHC 2020 FORM 10-K | 55
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
The following table sets forth the MPC Net Contribution for the years ended December 31:
thousands
MPC segment EBT (a)
Plus:
Cost of sales - land
Depreciation and amortization
MUD and SID bonds collections, net (b)
Distributions from real estate and other affiliates
Less:
MPC development expenditures
MPC land acquisitions
Equity in (earnings) losses in real estate and other affiliates
MPC Net Contribution
2020
2018
$ 209,423 $ 263,841 $ 208,912 $ (54,418) $ 54,929
2019
2020-2019
Change
2019-2018
Change
101,505
365
51,247
6,000
141,852
424
24,047
16,051
124,214
243
37,401
10,000
(40,347)
(59)
27,200
(10,051)
17,638
181
(13,354)
6,051
—
(229,065) (238,951) (195,504)
(8,826)
(36,284)
(43,447)
8,074
7,948
$ 121,630 $ 178,176 $ 140,156 $ (56,546) $ 38,020
9,886
752
10,491
(752)
(28,336)
(17,845)
(a) For a detailed breakdown of our MPC segment EBT, refer to Note 18 -Segments in our Notes to Consolidated Financial Statements.
(b) SID collections are shown net of SID transfers to buyers in the respective periods.
MPC Net Contribution decreased for the year ended December 31, 2020, primarily due to the land sales changes
explained in the EBT section above, partially offset by higher MUD and SID bonds collections, net and lower MPC
development expenditures. MPC Net Contribution increased for the year ended December 31, 2019, primarily due to the
land sales changes explained in the EBT section above. MPC development expenditures at Bridgeland and Summerlin
increased in 2019 to accommodate projected land sales.
The following table sets forth MPC land inventory activity for 2019 and 2020:
Bridgeland
$ 473,851 $
Columbia
thousands
Balance December 31, 2018
Acquisitions
Development expenditures (a)
MPC Cost of sales
MUD reimbursable costs (b)
Transfer to Strategic Developments
Other (c)
Balance December 31, 2019
Acquisitions
Development expenditures (a)
MPC Cost of sales
MUD reimbursable costs (b)
Transfer to Strategic Developments
Other (c)
Balance December 31, 2020
752
115,135
(22,781)
(82,636)
—
2,993
487,314
—
106,839
(24,790)
(72,539)
(1,511)
(8,446)
$ 486,867 $
The
Woodlands
The
Woodlands
Hills
Summerlin
—
98,303
(93,590)
—
14,535
(4,881)
(7,568)
—
(568)
Total MPC
16,634 $ 829,908 $ 204,281 $ 117,986 $ 1,642,660
752
238,951
(141,852)
(91,687)
(6,426)
13,276
1,655,674
—
229,065
(101,505)
(83,295)
(1,511)
(10,909)
16,625 $ 888,954 $ 177,341 $ 117,732 $ 1,687,519
—
10,978
(20,600)
(1,483)
(6,426)
23
186,773
—
6,148
(15,011)
(377)
—
(192)
—
—
—
—
—
9
16,643
—
—
—
—
—
(18)
—
—
10,819
845,440
—
100,177
(55,100)
119,504
—
15,901
(6,604)
(10,379)
—
—
(1,563)
—
(690)
(a) Development expenditures are inclusive of capitalized interest and property taxes.
(b) MUD reimbursable costs represent land development expenditures transferred to MUD Receivables.
(c) Primarily consists of changes in development expenditures payable.
HHC 2020 FORM 10-K | 56
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Seaport District
Table of Contents
Index to Financial Statements
The revitalization of Lower Manhattan into a media and entertainment hub continues in our Seaport District, which
encompasses several city blocks along the East River waterfront and includes (i) the Historic Area/Uplands, which is west
of the FDR Drive and consists of approximately 187,000 square feet of retail space, including the 105,000 square foot
Fulton Market Building, a portion of which was placed in service in the fourth quarter of 2016, and (ii) approximately
213,000 square feet of experiential retail, studio and creative office space at Pier 17, which opened in 2018, with an
additional 53,000 square feet at the Tin Building located east of the FDR Drive, which is under development and
discussed further below.
The Seaport District is part non-stabilized operating asset, part development project and part operating business. As such,
the Seaport District has a greater range of possible outcomes than our other projects. The greater uncertainty is largely
the result of (i) seasonality; (ii) potential sponsorship revenue; (iii) potential event revenue; and (iv) business operating
risks from various start-up businesses. We operate and own, either directly, through license agreements or in joint
ventures, many of the tenants in the Seaport District, including retail stores such as SJP by Sarah Jessica Parker and
restaurants such as The Fulton by Jean-Georges, Bar Wayō, Malibu Farm, two concepts by Andrew Carmellini, R17 and
the marketplace operated by Jean-Georges. As a result, the revenues and expenses of these businesses, as well as the
underlying market conditions affecting these types of businesses, will directly impact the NOI of the Seaport District. This
is in contrast to our other retail properties where we primarily receive lease payments and are not as directly impacted by
the operating performance of the underlying businesses. This causes the financial results and eventual stabilized yield of
the Seaport District to be less predictable than our other operating real estate assets with traditional lease structures.
Further, as we open new operating businesses, either owned entirely or in partnership with third parties, we expect to
incur pre-opening expenses and operating losses until those businesses stabilize, which likely will not happen until the
Seaport District reaches its critical mass of offerings. We expect the time to stabilize the Seaport District will be primarily
driven by the construction, interior finish work and stabilization to occur at the Jean-Georges marketplace in the Tin
Building. As a result of impacts related to COVID-19, there were delays in construction on the Tin Building, however
construction is still on track for completion in the fourth quarter of 2021, with an expanded focus on experiences including
in-person dining, retail shopping, mobile ordering and delivery. As a result of COVID-19, we expect stabilization to take at
least 18 months. Given the factors and uncertainties listed above combined with potential future impacts related to
COVID-19, we do not currently provide guidance on our expected NOI yield and stabilization date for the Seaport District.
As we move closer to opening a critical mass of offerings at the Seaport District, we will re-establish goals for yield on
costs and stabilization dates when the uncertainties and range of possible outcomes are clearer.
We primarily categorize the businesses in the Seaport District segment into three groups: landlord operations, managed
businesses and events and sponsorships. Real Estate Operations (Landlord) represents physical real estate we have
developed and own, either wholly or through joint ventures, and is inclusive of our office, retail and multi-family properties.
Managed Businesses represents retail and food and beverage businesses that HHC owns, either wholly or through
partnerships with third parties, and operates, including license and management agreements. For the year ended
December 31, 2020, our managed businesses include, among others, The Fulton, SJP by Sarah Jessica Parker, R17,
Cobble & Co. and Malibu Farm. In July 2020, Seaport entered into management agreements with Creative Culinary
Management Company, LLC (Creative Culinary), a Jean-Georges company, to manage and operate its food and
beverage operations for the Fulton, R17, Cobble & Co. and Malibu Farm. Creative Culinary is responsible for employment
and supervision of all employees providing services for the food and beverage operations and restaurant as well as day-
to-day operations and accounting for food and beverage operations.
Our events and sponsorship businesses have historically included our concert series, Winterland skating and bar, event
catering, private events and sponsorships. With the cancellation of the 2020 summer concert series and the Winterland
skating and bar, in August, we launched a new concept at the Pier 17 rooftop called The Greens, which allows groups of
up to eight people to reserve their own socially distanced, mini-lawn space. In November, the lawn spaces were converted
to individual dining cabins for guests to enjoy throughout the winter months. The Greens generated high customer
demand for the outdoor venue and helped to fulfill obligations under our sponsorship agreements, which would have been
drastically reduced without the concert series.
HHC 2020 FORM 10-K | 57
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
Segment EBT The following table presents segment EBT for the Seaport District for the years ended December 31:
thousands
Rental Revenue
Other land, rental and property revenues
Total revenues
Operating costs
Rental property real estate taxes
Provision (recovery) for doubtful accounts
Total operating expenses
Segment operating income (loss)
Depreciation and amortization
Interest income (expense), net
Other income (loss), net
Equity in earnings (losses) from real estate and other affiliates
Gain (loss) on sale or disposal of real estate and other assets, net
Gain (loss) on extinguishment of debt
Segment EBT
For the year ended December 31, 2020:
2020
2019
2018
Change
Change
2020-2019 2019-2018
$ 6,894 $ 8,582 $ 9,962 $
16,920
23,814
22,670
32,632
47,063
55,645
(1,688) $
(30,143)
(31,831)
(1,380)
24,393
23,013
31,760
32,012
(86)
(166)
(1,452)
(145)
(44,515) (76,527) (47,715)
(1,019)
(1,366)
(982)
21
(46,112) (77,872) (49,716)
(22,298) (22,227) (17,084)
(41,602) (26,381) (12,466)
(12,512) (12,865)
(22)
(2,592)
(6)
(28,812)
(347)
1,003
(28,156)
(5,143)
(13,915)
(19,156)
(124)
(1,887)
(6)
4,851
$ (99,968) $ (59,242) $ (23,862) $ (40,726) $ (35,380)
(71)
(15,221)
353
(2,594)
(6,700)
6,291
102
(705)
—
—
(2,616)
(9,292)
—
(11,648)
(16,499)
4,851
6
Seaport District segment EBT decreased $40.7 million compared to the prior year period primarily due to the following:
–
–
–
decreases in segment revenues were offset by decreases in segment operating expenses primarily as a result of
business closures and cancellations of events related to the COVID-19 pandemic
$11.6 million loss on extinguishment of debt upon retirement of the $250 million Seaport District loan in August
2020
$6.0 million impairment of the Company’s equity investment in Mr. C Seaport. Refer to Note 4 - Impairment in the
Company’s Consolidated Financial Statements for further details.
– write-offs of retail inventory totaling $3.1 million recorded within Other income (loss), net and building
improvements and other assets totaling $14.1 million recorded within Depreciation and amortization due to
permanent closure of 10 Corso Como Retail and Café during the first quarter of 2020
partially offset by a $1.6 million increase in Other income (loss), net due to liquidation sales of 10 Corso Como
Retail inventory
–
For the year ended December 31, 2019:
Seaport District segment EBT decreased $35.4 million compared to the prior year period primarily due to the following:
–
–
–
–
–
increase in segment revenues primarily due to existing businesses including Cobble & Co., Garden Bar and 10
Corso Como Retail and Café, and new business openings such as The Fulton and Malibu Farm
increase in Operating costs primarily due to start-up costs and costs directly associated with increases in revenue
at our businesses including Garden Bar, The Lookout, Malibu Farm, The Fulton and our summer concert series
increase in Depreciation and amortization primarily due to the transfers of assets such as The Lookout, Malibu
Farm and The Fulton from Strategic Developments to Seaport District
increase in Interest expense, net primarily due to debt related to the acquisition of 250 Water Street, the Seaport
District term loan that closed on June 20, 2019, and a reduction of interest capitalized to assets that were under
development during 2018 but have since been placed into operations
$4.9 million gain on extinguishment of debt in 2019 due to the acquisition of the 250 Water Street loan at a
discount
HHC 2020 FORM 10-K | 58
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
Net Operating Income A reconciliation of Seaport District segment EBT to Seaport District NOI is presented below:
Seaport District NOI
thousands
Total Seaport District segment EBT
Depreciation and amortization
Interest (income) expense, net
Equity in (earnings) losses from real estate and other affiliates
(Gain) loss on sale or disposal of real estate and other assets, net
(Gain) loss on extinguishment of debt
Impact of straight-line rent
Other (income) loss, net (a)
Seaport District NOI
2020
2019
2018
Change
Change
2020-2019 2019-2018
15,221
12,466
26,381
12,865
2,592
6
$ (99,968) $ (59,242) $ (23,862) $ (40,726) $ (35,380)
13,915
41,602
19,156
12,512
1,887
9,292
6
—
(4,851)
11,648
2,067
2,801
(6,342)
5,639
(9,542)
(4,851)
1,634
5,595
$ (16,474) $ (15,020) $ (5,478) $
(6,291)
705
—
—
(433)
16,499
1,167
44
(1,454) $
11,937
(353)
6,700
(6)
(a)
Includes miscellaneous development-related items as well as the loss related to the write-off of inventory due to the permanent
closure of 10 Corso Como Retail and Café in the first quarter of 2020, and income related to inventory liquidation sales in the third
quarter of 2020.
The below table presents Seaport District NOI by category:
Seaport District NOI by Category
thousands
Historic District & Pier 17 - Landlord
Multi-family
Hospitality
Historic District & Pier 17 - Managed Businesses
Events, Sponsorships & Catering Business
Seaport District NOI
2020-2019 2019-2018
2020
2019
2018
Change
Change
$
(8,526) $
290
(12)
(5,638)
(2,588)
(8,147) $
394
41
(7,172)
(136)
$ (16,474) $ (15,020) $
(2,039) $
553
143
(4,985)
850
(5,478) $
(379) $
(104)
(53)
1,534
(2,452)
(1,454) $
(6,108)
(159)
(102)
(2,187)
(986)
(9,542)
Seaport District NOI decreased for the year ended December 31, 2020, compared to 2019, primarily as a result of
business closures and cancellations of events related to the COVID-19 pandemic. Seaport District NOI decreased for the
year ended December 31, 2019, compared to 2018, primarily driven by the opening of new businesses as mentioned
above and continued investment in the development of the Seaport District, particularly as it relates to funding of the start-
up costs related to the retail, food and beverage and other operating assets.
Including managed businesses, events, sponsorships, catering and the Tin Building, the Seaport District is approximately
52% leased. We may continue to incur operating expenses in excess of rental revenues while the remaining available
space is in lease-up. Additionally, rental revenue earned from businesses we own and operate is eliminated in
consolidation. We expect to incur operating losses for our landlord operations, managed business entities and event and
sponsorship until businesses in New York are able to safely reopen at full capacity, the economy recovers from the
economic impact of the COVID-19 pandemic and the Seaport District reaches its critical mass of offerings.
The following describes the status of our major construction projects at the Seaport District as of December 31, 2020:
Tin Building In January 2017, we executed a ground lease amendment with the City of New York, incorporating the Tin
Building into our leased premises and modifying other related provisions. The project includes construction of a turn-key,
interior fit-out for the marketplace space, leased by a joint venture with Jean-Georges Vongerichten, which will feature a
variety of fresh specialty foods, seafood, exceptional dining experiences and other products. As part of the asset’s
redevelopment, important historical elements were salvaged and catalogued during the building’s deconstruction. We
have completed the reconstruction of the platform pier where the Tin Building previously stood and restoration of the
building is well under way. As a result of impacts related to COVID-19, there were delays in construction on the Tin
Building, however construction is expected to be substantially complete in the fourth quarter of 2021.
HHC 2020 FORM 10-K | 59
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
250 Water Street We acquired 250 Water Street in the second quarter of 2018. This one-acre site, currently used as a
parking lot, is at the entrance of the Seaport District and encompasses a full city block bounded by Peck Slip, Pearl Street,
Water Street and Beekman Street. On November 19, 2019, we closed on a $100.0 million note for 250 Water Street. See
Note 7 - Mortgages, Notes and Loans Payable, Net for more details. In October 2020, the Company announced its
comprehensive proposal for this site and submitted to the New York City Landmarks Preservation Commission its plans,
which includes the transformation of this underutilized full-block surface parking lot into a mixed-use development that
would include affordable housing, condominium units, community-oriented spaces and office space. While the Company
moves forward with the planning and continues to seek LPC and additional governmental approvals for this strategic site,
it will continue to be used as a parking lot.
Strategic Developments
Our Strategic Developments assets generally require substantial future development to maximize their value. Other than
our condominium properties, most of the properties and projects in this segment do not generate revenues. Our expenses
relating to these assets are primarily related to costs associated with constructing the assets, selling condominiums,
marketing costs associated with our Strategic Developments, carrying costs including, but not limited to, 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 Developments asset, we would expect that with the exception of the residential portion of
our condominium projects, upon completion of development, the asset would likely be reclassified to Operating Assets
when the asset is placed in service and NOI would become a meaningful measure of its operating performance. All
development costs discussed herein are exclusive of land costs.
Segment EBT The following table presents segment EBT for Strategic Developments for the years ended December 31:
Strategic Developments Segment EBT
thousands
Rental Revenue
Condominium rights and unit sales
Other land, rental and property revenues
Total revenues
2020
2019
2018
2020-2019
Change
2019-2018
Change
$
446 $
832 $
1,591 $
(386) $
1,143
17,818
19,407
448,940
8,176
457,948
357,720
14,901
374,212
(447,797)
9,642
(438,541)
(759)
91,220
(6,725)
83,736
Condominium rights and unit cost of sales
Operating costs
Real estate taxes
Provision (recovery) for doubtful accounts
Total operating expenses
Segment operating income (loss)
Depreciation and amortization
Interest income (expense), net
Other income (loss), net
Equity in earnings (losses) from real estate and other
affiliates
Gain (loss) on sale or disposal of real estate and other
assets, net
Segment EBT
For the year ended December 31, 2020:
(108,229) (369,759) (262,562) 261,530
(21,307)
(5,624)
—
(19,172)
(2,932)
15
(25,771)
(2,458)
(15)
(2,135)
(2,692)
(15)
(135,160) (391,848) (290,806) 256,688
(115,753)
(6,545)
6,312
2,165
(181,853)
(1,072)
(5,009)
1,334
83,406
(3,307)
12,476
3,015
66,100
(5,473)
11,321
831
(107,197)
6,599
(474)
30
(101,042)
(17,306)
(2,166)
(1,155)
(2,184)
269,912
1,213
2,364
268,699
(1,151)
21,710
27,119
—
(5,409)
$ 177,801 $ 101,111 $ 97,954 $ 76,690 $
27,119
3,157
Strategic segment EBT increased $76.7 million compared to the prior year period primarily due to the following:
–
–
increase in Equity in earnings (losses) from real estate and other affiliates primarily due to a $267.5 million gain
on deconsolidation of 110 North Wacker attributable to the initial fair value step-up of the retained equity method
investment at the time of deconsolidation. Please refer to Note 2 - Real Estate and Other Affiliates in the
Company’s Consolidated Financial Statements for further details.
increase in Other land, rental and property revenues primarily due to the recognition of $15.4 million of previously
eliminated 110 North Wacker development fees upon deconsolidation.
HHC 2020 FORM 10-K | 60
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
These increases were partially offset by the following:
Table of Contents
Index to Financial Statements
–
–
–
–
increase in Condominium rights and unit cost of sales primarily driven by a $97.9 million charge in the first quarter
of 2020, related to our expected funding of costs to correct alleged construction defects at Waiea. Please refer to
Note 10 - Commitments and Contingencies in our Consolidated Financial Statements for further details.
decrease in net condominium sales (condominium unit sales net of condominium cost of sales) of $78.4 million
driven by the timing of condominium closings. The Company closed on 596 units in 2019, primarily at Ke
Kilohana and Ae’o, with no new condominium towers scheduled for completion in 2020. As highlighted below, the
overall pace of sales at Ward Village remains strong, and as of December 31, 2020, we have entered into
contracts for 82.1% of the units in our two under construction towers.
increase in Condominium rights and unit cost of sales of $7.6 million driven by a reduction in the estimated net
sales price of certain condominium units, including the remaining penthouse inventory, to better align the
expected price with recently contracted final sales prices
decrease in Gain (loss) on sale or disposal of real estate and other assets, net of $5.4 million as a result of 2020
activity that included the receipt of an $8.0 million termination payment related to the 2019 sale of West Windsor
and a $13.7 million gain on the sale of Elk Grove, compared to 2019 activity related to the sales of Cottonwood
Mall, West Windsor and Bridges at Mint Hill
For the year ended December 31, 2019:
Strategic District segment EBT increased $3.2 million compared to the prior year period primarily due to the following:
–
–
–
increase in Gain (loss) on sale or disposal of real estate and other assets, net driven by 2019 activity that
included a $24.1 million gain on the sale of Cottonwood Mall and a $12.0 million gain on the sale of West
Windsor, partially offset by an $8.8 million loss on the sale of the Bridges at Mint Hill, compared to no dispositions
in 2018
increase in Condominium rights and unit sales due to closings at Ke Kilohana, which began in the second quarter
of 2019, partially offset by lower closings at Ae‘o, which began in the fourth quarter of 2018. We closed
on 596 condominium units during the year ended December 31, 2019, compared to 315 units during the year
ended December 31, 2018.
increase in Condominium rights and unit costs of sales primarily represent development, construction and sales
costs relating to the revenues recognized at Ke Kilohana, which began closing on units in the second quarter of
2019, partially offset by lower closings at Ae‘o, which began in the fourth quarter of 2018.
Strategic Developments Projects The following describes the status of our major construction projects and announced
Strategic Developments projects as of December 31, 2020. For projects that have been under construction for a
substantial period and are nearing completion, please refer to the Projects under Construction table below for an update
on the project’s individual metrics and associated timeline for completion. For information on the construction financings
on our projects, please refer to Note 7 - Mortgages, Notes and Loans Payable, Net in our Notes to Consolidated Financial
Statements.
Downtown Columbia Redevelopment District
We continued to execute on our redevelopment strategy in the Downtown Columbia Redevelopment District during 2020.
The Master Plan and zoning for Downtown Columbia, as amended in 2017, allows for a total of approximately 14,000,000
square feet for all of Downtown Columbia and has densities for the future development of up to 6,200 residential units,
4,300,000 square feet of commercial office space, 1,300,000 square feet of retail space and 640 hotel rooms. The majority
of the properties will be developed on raw land, surface parking lots and other assets controlled by us. Based on the
Development Rights and Responsibilities Agreement, signed in 2018 with the County, the existing Master Plan, zoning
and project approval process cannot be amended for a period of 30 years. Additionally, pursuant to a 2010 development
agreement, we have a preferred residential and office development covenant that provides us the right of first offer for new
development densities of both residential and office space within the Columbia Mall Ring Road. This covenant expires in
2030.
We are currently focusing on the redevelopment of the Merriweather and Lakefront Districts. At the Merriweather District,
we completed the construction of Juniper Apartments, a 382-unit multi-family property and Merriweather District Area 3
Standalone Restaurant in 2020 and we expect to begin construction on Marlow, a 472-unit multi-family property, in the first
quarter of 2021. At the Lakefront District, we received final approvals in 2019 for approximately 2,000,000 square feet of
net new mixed-use development which will include office, retail and residential assets. This future development district
also includes three acres of land related to Ridgley Building, Sterret Place and American City Building, all of which have
been demolished.
HHC 2020 FORM 10-K | 61
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Bridgeland
Table of Contents
Index to Financial Statements
Starling at Bridgeland Starling at Bridgeland is the second phase of multi-family development in Bridgeland. The project
will be 358-unit, luxury development, situated on approximately 15.2 acres and will be comprised of one, two and three-
bedroom units. Total development costs are expected to be approximately $58.1 million which will be partially financed
with a $38.6 million construction loan that we expect to close in late first quarter or early second quarter of 2021. We
began construction in December 2020 and anticipate project completion in the second quarter of 2022. We expect to
reach projected annual stabilized NOI of $4.4 million in 2024.
The Woodlands
Creekside Park The Grove Creekside Park The Grove is the second phase of multi-family development in Creekside
Park. The project will be a 360-unit, luxury development, situated on approximately 14.0 acres and will be comprised of
one, two and three-bedroom units at an average of 973 square feet each. Total development costs are expected to be
approximately $57.5 million which will be partially financed with a $43.4 million construction loan which closed on January
7, 2020. We began construction in the third quarter of 2019 and anticipate project completion in the second quarter of
2021. We expect to reach projected annual stabilized NOI of $4.7 million in 2023.
Other
Century Park On December 30, 2019, we acquired Century Park, a 63-acre, 1,302,597 square foot campus with 17 office
buildings in the West Houston Energy Corridor as a part of the $565.0 million transaction to acquire The Woodlands
Towers at The Waterway; a warehouse space and 9.3 acres of land in The Woodlands, TX. We plan to remarket Century
Park. See Note 3 - Acquisitions and Dispositions for additional information regarding this acquisition.
Ward Village
We continue to transform Ward Village into 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. We believe we have found the optimal mix of price point and product in the Honolulu market for
condominium development as evidenced by the demand for our condominium projects discussed below. The ongoing and
completed construction at our mixed-use condominium projects includes 171,307 square feet of retail to serve our new
residents and the community at large. In addition, during the last half of 2017, we removed 226,466 square feet of dated
retail space from service to prepare it for redevelopment. Many of the tenants occupying these locations were relocated
within Ward Village. As we progress the buildout of the master plan, which ultimately contemplates a total of approximately
1,000,000 million square feet of commercial space at completion, we will periodically redevelop, reposition, or replace the
existing retail spaces as part of new mixed-use projects.
Condominium revenue is recognized when construction of the condominium tower is complete and unit sales close,
leading to variability in revenue recognized between periods. As a result of significantly lower available inventory, we
closed on zero condominium units during the year ended December 31, 2020, compared to 596 condominium units for the
year ended December 31, 2019. However, as discussed below, overall progress at our condominium projects remains
strong.
Sales contracts for condominium units are subject to a 30-day rescission period, and the buyers are typically required to
make an initial deposit at signing and an additional deposit 30 days later at which point their total deposit becomes non-
refundable. Buyers are typically then required to make a final deposit within approximately 90 days of our receipt of their
second deposit. Certain buyers are required to deposit the remainder of the sales price on a predetermined pre-closing
date, which is specified in the sales contracts for each condominium project. Contracted amounts disclosed below
represent sales that are past the 30-day rescission period.
Completed Condominiums As of December 31, 2020, our four completed towers are 99.6% sold with only five units
remaining to be sold at Waiea and one unit remaining to be sold at Anaha. Both Ae‘o and Ke Kilohana are completely
sold. In January 2021, we closed on the two units under contract at Waiea and closed on an additional two units in
February 2021, resulting in only three units remaining to be sold at Waiea as of February 19, 2021. Additionally, in
February 2021, the remaining unsold unit at Anaha went under contract and closed. The last unit remains under contract
as of February 19, 2021.
Under Construction Condominiums As of December 31, 2020, 82.1% of the units at our two under construction towers,
‘A‘ali‘i and Kō'ula, are under contract. We launched public sales for ‘A‘ali‘i in January 2018 and broke ground in October
2018. ‘A‘ali‘i will be a 42-story, 750-unit mixed-use condominium project located off of Queen Street next to Ae’o and will
consist of studio, one and two-bedroom residences and 150 workforce units. We launched public sales of our sixth
HHC 2020 FORM 10-K | 62
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
condominium project, Kō'ula, in January 2019 and broke ground in July 2019. Kō'ula will be a 41-story, 565-unit, mixed-
use condominium project located on Auahi Street that will consist of studio, one, town and three-bedroom residences.
Predevelopment Condominiums As a result of strong demand demonstrated by sales at ‘A‘ali‘i and Kō'ula, we launched
public sales of our seventh condominium project in December 2019. Victoria Place will be a 40-story, 349-unit
condominium project located between Auahi Street and Ala Moana Boulevard, immediately to the west of Waiea and
adjacent to Victoria Ward Park. The project will consist of one, two and three-bedroom residences with units ranging from
approximately 750 square feet to 1,850 square feet. Additionally, there will be approximately 15,600 square feet of ground
level open space, and 64,000 square feet of indoor and outdoor recreational space. We have entered into contracts
for 281 units as of February 19, 2021 which represent 80.5% of total units.
The following provides further details for Ward Village as of December 31, 2020:
Units
Closed
Units Under
Contract
Total
Units
Total % of Units
Closed or
Under Contract
Total % of
Residential
Square Feet
Closed or Under
Contract
Completion
Date
Completed
Waiea
Anaha
Ae‘o
Ke Kilohana
Under Construction
‘A‘ali‘i
Kō'ula
Predevelopment
Victoria Place
(a)
(a)
(b)
(a)
(c)
(d)
170
315
465
423
—
—
—
2
1
—
—
640
439
268
177
317
465
423
750
565
349
97.2 %
99.7 %
100.0 %
100.0 %
85.3 %
77.7 %
76.8 %
95.2 %
98.7 %
100.0 %
100.0 %
Q4 2016
Q4 2017
Q4 2018
Q2 2019
80.7 %
80.1 %
Q4 2021
2022
79.5 %
n/a
(a) The retail portions of these projects are 100% leased and have been placed in service.
(b) The retail portion of the project, which is primarily comprised of the 57,000-square-foot flagship Whole Foods Market, is 97.9%
leased and has been placed into service.
(c) There will be approximately 12,000 square feet of new street level retail space as part of this project.
(d) There will be approximately 37,000 square feet of retail space as part of this project. During the year ended December 31, 2020,
two purchasers defaulted on their obligations to purchase condominiums.
Projects Under Construction The following table summarizes our projects under construction and related debt held in
Operating Assets, the Seaport District and Strategic Developments as of December 31, 2020. Projects that are
substantially complete and which have been placed into service in the Operating Assets or the Seaport District segment
are included in the following table if the project has more than $1.0 million of estimated costs remaining to be incurred.
Typically, these amounts represent budgeted tenant allowances necessary to bring the asset to stabilized occupancy.
Tenant build-out costs represent a significant portion of the remaining costs for the following properties in the Operating
Assets and Seaport District segments:
– Creekside Park West
–
Two Lakes Edge
– Merriweather District Area 3 Standalone Restaurant
–
–
6100 Merriweather
Pier 17
The total estimated costs and costs paid are prepared on a cash basis to reflect the total anticipated cash requirements
for the projects. This table does not include projects for which construction has not yet started. We expect to be able to
meet our cash funding requirements with a combination of existing and anticipated construction loans, condominium buyer
deposits, free cash flow from our Operating Assets and MPC segments, net proceeds from condominium sales and our
existing cash balances.
HHC 2020 FORM 10-K | 63
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
Total
Estimated
Costs (a)
Costs Paid
Through
December 31,
2020 (b)
Estimated
Remaining to
be Spent
Remaining
Buyer
Deposits/
Holdback to
be Drawn
Debt to be
Drawn (c)
(A)
(B)
(A) - (B) = (C)
(D)
(E)
Costs
Remaining to
be Paid, Net of
Debt and
Buyer
Deposits/
Holdbacks to
be Drawn (c)
(C) - (D) - (E) =
(F)
$
138,221 $
108,360 $
29,861 $
— $
27,805 $
2,056 (d)
Estimated
Completion
Date
Open
Open
thousands
Operating Assets
Columbia
6100 Merriweather
Juniper Apartments
Merriweather District Area 3
Standalone Restaurant
The Woodlands
Creekside Park West
The Lane at Waterway
Two Lakes Edge
Total Operating Assets
Seaport District Assets
Pier 17 and Seaport District Historic
Area / Uplands
Tin Building
Total Seaport District Assets
Strategic Developments
The Woodlands
116,386
95,325
21,061
6,530
3,050
3,480
20,777
45,033
107,706
434,653
18,997
35,232
95,314
356,278
1,780
9,801
12,392
78,375
659,018
194,613
853,631
603,163
107,147
710,310
55,855
87,466
143,321
—
—
—
—
—
—
—
—
—
—
—
19,849
1,212
—
3,480 (d)(e)
Open
3,281
8,533
7,837
67,305
(1,501) (d)(f)
1,268 (g)
4,555 (d)
11,070
Open
Open
Open
—
—
—
55,855 (d)(h)
Open
87,466 (f)
Q4 2021
143,321
26,919
663 (i)
Q2 2021
—
57,033
2022
Creekside Park The Grove
57,472
29,890
27,582
Bridgeland
Starling at Bridgeland
58,072
1,039
57,033
Ward Village
‘A‘ali‘i
Anaha
Ke Kilohana
Kō'ula
Waiea
411,900
402,797
217,483
487,039
566,256
268,117
400,182
215,811
117,698
431,836
Total Strategic Developments
2,201,019
1,464,573
143,783
7,803
139,099
(3,119) (f)
Q4 2021
2,615
1,672
369,341
134,420
736,446
—
—
—
—
54,568
291,518
—
—
62,371
457,536
2,615
1,672
23,255
134,420 (j)
216,539 (k)
Open
Open
2022
Open
Combined Total at December 31, 2020
$ 3,489,303 $
2,531,161 $
958,142 $
62,371 $ 524,841 $
370,930
Estimated costs to be funded net of financing, assuming closing on estimated financing
Starling at Bridgeland financing
$
$
(38,607) (l)
332,323
(a) Total Estimated Costs represent all costs to be incurred on the project which include construction costs, demolition costs, marketing costs,
capitalized leasing, payroll or project development fees, deferred financing costs and advances for certain accrued costs from lenders and
excludes land costs and capitalized corporate interest allocated to the project. Total Estimated Costs for assets at Ward Village and
Columbia exclude master plan infrastructure and amenity costs at Ward Village and Merriweather District.
(b) Costs included in (a) above which have been paid through December 31, 2020.
(c) With respect to our condominium projects, remaining debt to be drawn is reduced by deposits utilized for construction. Refer to Note 7 -
Mortgages, Notes and Loans Payable, Net for additional information on each loan.
(d) Final completion is dependent on lease-up and tenant build-out.
(e) Merriweather District 3 Standalone Restaurant has been placed in service but will not open until tenant build-out is complete.
(f) Negative balances represent cash to be received in excess of Estimated Remaining to be Spent. These items are primarily related to
December 2020 costs that were paid by us, but not yet reimbursed by our lenders. We expect to receive funds from our lenders for these
costs in the future.
(g) Millennium Phase III was renamed to The Lane at Waterway.
(h) Pier 17 and Seaport District Historic Area / Uplands Total Estimated Costs and Costs Paid Through December 31, 2020, include costs
required for the Pier 17 and Historic Area/Uplands and are not reduced by the insurance proceeds received to date.
(i) Creekside Park Apartments Phase II was renamed to Creekside Park The Grove.
(j)
Total estimate includes $115.4 million for necessary for warranty repairs. However, we anticipate recovering a substantial amount of these
costs in the future which is not reflected in this schedule. Refer to Note 10 - Commitments and Contingencies for additional information.
(k) 110 North Wacker was placed in service during the third quarter of 2020. The venture was deconsolidated as of September 30, 2020, and
removed from this table. Refer to Note 2 - Real Estate and Other Affiliates for additional information.
The financing for Starling at Bridgeland is estimated to close in late first quarter or early second quarter of 2021.
(l)
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MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Table of Contents
Index to Financial Statements
Corporate Income, Expenses and Other Items
The following table contains certain corporate related and other items not related to segment activities and that are not
otherwise included within the segment analyses. Variances related to income and expenses included in NOI or EBT are
explained within the previous segment discussions. Significant variances for consolidated items not included in NOI or
EBT are described below.
thousands
Corporate income
General and administrative
Corporate interest expense, net
Loss on extinguishment of debt
Corporate other income (loss), net
Corporate gain (loss) on sale or disposal of real estate and
other assets, net
Equity in earnings (loss) from real estate and other affiliates
Corporate depreciation and amortization
Demolition costs
Development-related marketing costs
Income tax (expense) benefit
Total Corporate income, expenses and other items
For the year ended December 31, 2020:
2020
2019
2018
2020-2019
Change
2019-2018
Change
258 $
$
(109,402) (162,506) (110,582)
(47,677)
(68,865)
34 $
— $
(45,023)
(210)
7,597
—
41
—
(1,546)
224 $
53,104
(23,842)
210
(7,556)
34
(51,924)
2,654
(210)
9,143
—
—
(6,631)
—
(8,166)
(11,653)
(4,751)
(17)
(765)
16,474
6,182
(13,753)
$ (204,418) $ (266,047) $ (229,114) $ 61,629 $ (36,933)
—
17
(7,256)
(17,329)
(29,249)
(15,492)
(4,751)
—
(8,021)
(855)
(23,067)
(29,245)
4,751
—
1,390
855
14,901
17,592
Corporate income, expenses and other items was favorably impacted compared to the prior year period by the following:
–
–
–
decrease in General and administrative expenses primarily related to the reduction of labor costs due to
workforce reductions, which are part of an overall plan to reduce recurring overhead costs, and lower travel and
entertainment costs, which are attributable to COVID-19 travel restrictions
decrease in Income tax (expense) benefit primarily due to a decrease in Income before income taxes
decrease in Development-related marketing costs primarily related to a reduction in the number of projects under
development
Corporate income, expenses and other items was unfavorably impacted compared to the prior year period by the
following:
–
increase in corporate interest expense, net primarily due to the $750 million issuance of senior notes in August
2020, as well as a decrease in interest income due to lower interest rates
decrease in corporate other income (loss), net due to the receipt of Superstorm Sandy insurance proceeds in the
second quarter of 2019, which did not recur in 2020
–
For the year ended December 31, 2019:
Corporate income, expenses and other items was favorably impacted compared to the prior year period by the following:
–
–
–
decrease in Demolition costs primarily related to 2018 costs at 110 North Wacker and Tin building that did not
recur in 2019
increase in Corporate other income (loss), net primarily due to the receipt of insurance proceeds related to our
claim for Superstorm Sandy in 2019
decrease in Development-related marketing costs primarily related to the reduction of costs at the Seaport District
and parts of Ward Village, including ‘A‘ali‘i
Corporate income, expenses and other items was unfavorably impacted compared to the prior year period by the
following:
–
increase in General and administrative expenses primarily due to corporate restructuring costs and consulting
fees for technology and data integration projects
increase in Income tax (expense) benefit primarily due to an increase in Income before income tax
increase in corporate loss on sale or disposal of real estate and other assets, net due to the loss recognized on
the sale of our corporate aircraft in 2019
–
–
HHC 2020 FORM 10-K | 65
MANAGEMENT’S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Income Taxes
thousands except percentages
Income tax expense (benefit)
Income (loss) before income taxes
Effective tax rate
Table of Contents
Index to Financial Statements
2020
2019
2018
$ 11,653
$ 8,480
$ 29,245
$ 103,540
$ 15,492
$ 73,218
137.4 %
28.2 %
21.2 %
The Company’s effective tax rate is typically impacted by non-deductible executive compensation and other permanent
differences as well as state income taxes, which cause the Company’s effective tax rate to deviate from the federal
statutory rate.
The Company’s effective tax rate for the year ended December 31, 2020, was 137.4% as compared to 28.2% for the year
ended December 31, 2019. The increase was primarily due to a valuation allowance of $4.7 million on a capital loss
generated by the sale of the Company’s 50% equity method investment in Circle T Ranch and Power Center (refer to Note
3 - Acquisitions and Dispositions for additional details), a valuation allowance of $1.8 million on our charitable contribution
carryover and a tax expense of $1.7 million related to the recapture of federal and state historic preservation credits due to
the sale of our interest in Mr. C Seaport (refer to Note 3 - Acquisitions and Dispositions for additional details), offset by a
$4.8 million tax impact related to the noncontrolling interest share of the gain on the deconsolidation of 110 North Wacker
(refer to Note 2 - Real Estate and Other Affiliates for additional details).
The Company’s effective tax rate for the year ended December 31, 2019, was 28.2% as compared to 21.2% for the year
ended December 31, 2018. The increase was primarily related to permanent differences related to stock compensation
deductions and non-deductible executive compensation. The year ended December 31, 2018, was also impacted by a tax
benefit due to federal and state historic preservation credits related to our interest in Mr. C Seaport.
For additional information on income taxes, see Note 12 - Income Taxes in the Notes to the Consolidated Financial
Statements under Item 8. Financial Statements and Supplementary Data.
Capitalized Internal Costs The following table presents our capitalized internal costs by segment for the years ended
December 31:
millions
Operating Assets segment
MPC segment
Seaport District segment
Strategic Developments segment
Total
Capitalized Internal Costs
2019
2018
2020
Capitalized Internal Costs Related to
Compensation Costs
2019
2020
2018
$
$
— $
7.7
3.5
13.8
25.0 $
0.2 $
9.4
2.8
24.1
36.5 $
0.2 $
9.6
6.0
24.1
39.9 $
— $
6.9
3.3
12.9
23.1 $
0.2 $
7.3
2.5
21.5
31.5 $
0.2
7.6
5.2
21.2
34.2
Capitalized internal costs (which include compensation costs) decreased for the year ended December 31, 2020,
compared to 2019, primarily related to workforce reductions in the Strategic Developments segment. The capitalized
internal costs for the Seaport segment increased due to tenant buildouts and escalated work on the Tin building. In the
MPC segment, capitalized internal costs decreased in 2020 due to fluctuations in the level of development activity at our
newer MPCs.
Capitalized internal costs (which include compensation costs) decreased for the year ended December 31, 2019,
compared to 2018, primarily due to fewer projects under development in the current year at the Seaport District segment.
In the MPC segment, capitalized internal costs decreased for the year ended December 31, 2019, due to fluctuations in
the level of development activity at our newer MPCs.
HHC 2020 FORM 10-K | 66
MANAGEMENT’S DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY AND CAPITAL RESOURCES
Table of Contents
Index to Financial Statements
In direct response to the unprecedented COVID-19 pandemic and the impacts on our four business segments, as well as
the economy and capital markets in general, we initiated measures to increase our liquidity. As a result, we were able to
maintain a strong balance sheet, and ensure we maintain the financial flexibility and liquidity necessary to fund future
growth.
As previously reported, we generated $593.6 million in proceeds from the issuance of common stock in the first quarter of
2020. In the second quarter 2020, we entered into an agreement to extend the existing Downtown Summerlin loan and
the bridge loan for The Woodlands Towers at the Waterway and The Woodlands Warehouse. On August 18, 2020, the
Company issued $750 million in 5.375% senior notes due August 2028. These senior notes are unsecured senior
obligations of the Company and are guaranteed by certain subsidiaries of the Company. The Company used the net
proceeds from this issuance, together with cash on hand, for the repayment of existing indebtedness of approximately
$807.9 million in the third quarter of 2020 in order to extend the average maturity date of our indebtedness. Our liquidity
was further enhanced during the year by obtaining approximately $400.2 million of new construction financings and
$177.0 million in other financings. Additionally, the Company sold four non-core assets during the year, which generated a
total of $102.3 million in net proceeds and received an additional $44.5 million related to the 2019 sales of West Windsor
and Cottonwood Mall. As of December 31, 2020, we had $1.0 billion of cash and cash equivalents, available capacity of
$185.0 million on the revolver portion of our credit facilities and approximately $321.7 million of debt payments due in
2021 based on extended maturity dates.
On February 2, 2021, the Company issued $650 million in 4.125% senior notes due 2029 and $650 million in 4.375%
senior notes due 2031. The Company will use the net proceeds from the offering, as well as available cash on hand, to
repurchase all of its $1 billion 5.375% senior notes due 2025, plus any accrued and unpaid interest, pursuant to a tender
offer announced in January 2021; repay all of the approximately $280 million outstanding under its loans for 1201 Lake
Robbins and The Woodlands Warehouse maturing June 2021; and pay all premiums, fees and expenses related to the
foregoing. On February 2, 2021, the Company repurchased $512.5 million of its $1 billion 5.375% senior notes and
intends to repurchase the remainder of these notes on March 15, 2021. In February 2021, the Company repaid all of the
approximately $280 million outstanding under its loans for 1201 Lake Robbins and The Woodlands Warehouse maturing
June 2021.
Our primary sources of cash include cash flow from land sales in MPC, cash generated from our operating assets,
condominium closings, deposits from condominium sales (which are restricted to funding construction of the related
developments), equity offerings, first mortgage financings secured by our assets and the corporate bond markets. The
sale of our non-core assets may also provide additional cash proceeds to our operating or investing activities. Our primary
uses of cash include working capital, overhead, debt service, property improvements, acquisitions and development costs.
Uses of cash also include one-time charges associated with relocation expenses, retention and severance payments. We
believe that our sources of cash, including existing cash on hand, will provide sufficient liquidity to meet our existing
obligations and anticipated ordinary course operating expenses for at least the next 12 months, even after taking into
account the consequences of the COVID-19 pandemic discussed above. The development and redevelopment
opportunities in Operating Assets and Strategic Developments are capital intensive and will require significant additional
funding, if and when pursued. Any additional funding, if available, would be raised with a mix of construction, bridge and
long-term financings, by entering into joint venture arrangements, through the sale of non-core assets at the appropriate
time, and lastly future equity raises. We cannot provide assurance that financing arrangements for our properties will be
on favorable terms or occur at all, which could have a negative impact on our liquidity and capital resources. In addition,
we typically must provide completion guarantees to lenders in connection with their providing financing for our projects.
We also provided completion guarantees to the City of New York for the redevelopment of Pier 17 and the Tin Building, as
well as the Hawai’i Community Development Authority for reserve condominium units at Ward Village.
Total outstanding debt was $4.3 billion as of December 31, 2020. Certain mortgages may require paydowns in order to
exercise contractual extension terms. Please refer to Note 7 - Mortgages, Notes and Loans Payable, Net in our
Consolidated Financial Statements for a table showing our debt maturity dates. Our proportionate share of the debt of our
real estate and other affiliates totaled $274.5 million as of December 31, 2020. All of this indebtedness is without recourse
to the Company, with the exception of $100.6 million related to 110 North Wacker. The following table summarizes our
share of affiliate debt and cash as of December 31, 2020.
HHC 2020 FORM 10-K | 67
MANAGEMENT’S DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
thousands
Operating Assets
110 North Wacker
The Metropolitan Downtown Columbia
Stewart Title of Montgomery County, TX
Woodlands Sarofim #1
m.flats/TEN.M
Master Planned Communities
The Summit
Seaport District
Bar Wayō
Strategic Developments
HHMK Development
KR Holdings
Total
Table of Contents
Index to Financial Statements
December 31, 2020
Company’s Share
of Affiliate Debt
Company’s Share
of Affiliate Cash
$
189,306 $
35,000
—
831
43,587
718
2,411
460
219
813
5,808
101,584
—
—
—
56
10
333
$
274,532 $
106,604
The following table summarizes our net debt on a segment basis as of December 31, 2020. Net debt is defined as
Mortgages, notes and loans payable, net, including our ownership share of debt of our real estate and other affiliates,
reduced by liquidity sources to satisfy such obligations such as our ownership share of Cash and cash equivalents and
SID, MUD and TIF receivables. Although net debt is a non-GAAP financial measure, we believe that such information is
useful to our investors and other users of our financial statements as net debt and its components are important indicators
of our overall liquidity, capital structure and financial position. However, it should not be used as an alternative to our debt
calculated in accordance with GAAP.
Operating
Assets
(a)
Master
Planned
Communities
(b)
Seaport
District
(c)
Strategic
Developments
(d)
Segment
Totals
Non-
Segment
Amounts
December
31, 2020
$ 2,039,359 $
179,982 $
99,074 $
236,038 $ 2,554,453 $ 1,732,916 $ 4,287,369
268,724
5,808
—
—
274,532
—
274,532
(86,171)
(109,478)
(8,517)
(1,289)
(205,455)
(809,231)
(1,014,686)
(4,621)
(101,584)
(56)
(343)
(106,604)
—
(106,604)
—
—
—
(54,770)
(314,394)
—
—
—
—
—
(54,770)
—
(314,394)
(893)
(893)
—
—
—
(54,770)
(314,394)
(893)
$ 2,217,291 $
(394,436) $
90,501 $
233,513 $ 2,146,869 $ 923,685 $ 3,070,554
thousands
Mortgages, notes and loans payable
Mortgages, notes and loans payable of
real estate and other affiliates
Less:
Cash and cash equivalents
Cash and cash equivalents of real
estate and other affiliates
Special Improvement District
receivables
Municipal Utility District receivables, net
TIF receivable
Net Debt
Cash Flows
thousands
Cash provided by (used in) operating activities
Cash used in investing activities
Cash provided by financing activities
$
2020
Year Ended December 31,
2019
207,732 $
(72,868) $
(428,546)
1,124,278
(1,232,897)
921,085
2018
210,520
(841,771)
391,166
Operating Activities Each segment’s relative contribution to our cash flows from operating activities will likely vary
significantly from year to year given the changing nature of our development focus. Other than our condominium
properties, most of the properties and projects in our Strategic Developments segment do not generate revenues and the
cash flows and earnings may vary. Condominium deposits received from contracted units offset by other various cash
uses related to condominium development and sales activities are a substantial portion of our operating activities in 2020.
HHC 2020 FORM 10-K | 68
MANAGEMENT’S DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
Table of Contents
Index to Financial Statements
Operating cash continued to be utilized during the year ended December 31, 2020, to fund ongoing development
expenditures in our Strategic Developments, Seaport District and MPC segments, consistent with prior years.
The cash flows and earnings from the MPC business may fluctuate more 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.
The extent to which the COVID-19 pandemic impacts our operations will depend on future developments, which are highly
uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions
taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and
containment measures, among others.
Net cash provided by operating activities decreased $280.6 million in 2020, compared to 2019, primarily due to a
decrease of $269.2 million in condominium rights and units cost of sales due to timing, which were partially offset by
proceeds from the sale of lease receivable and condominium deposits received. Net cash provided by operating activities
decreased $2.8 million in 2019, compared to 2018, primarily due to the timing of MPC development expenditures and
receipts of condominium deposits.
Investing Activities For the year ended December 31, 2020, cash used in investing activities of $428.5 million was
primarily related to property development expenditures related to ongoing development activity at 110 North Wacker, the
Seaport District and 6100 Merriweather. The $243.7 million decrease in property development expenditures, as compared
to 2019, was primarily attributable to temporary shut downs of construction activity due to the COVID-19 pandemic.
For the year ended December 31, 2019, cash used in investing activities was $1.2 billion, primarily due to $674.2 million
of development expenditures and $565.6 million of asset acquisition activity. For the year ended December 31, 2018, cash
used in investing was $841.8 million primarily due to $573.0 million of property development expenditures and
$235 million of asset acquisition activity. The $101.3 million increase in property development expenditures, as compared
to 2018, primarily related to ongoing development activity at 110 North Wacker, the Seaport District, 6100 Merriweather
and 100 Fellowship Drive. Asset acquisitions of $565.6 million in 2019 included two Class AAA office towers, a warehouse
space, 9.3 acres of land in the Woodlands, TX, a 63-acre and 1.3 million square foot campus with 17 office buildings in
the West Houston Energy Corridor. Asset acquisitions of $235.0 million included Lakefront North, two Class-A office
buildings and 250 Water Street, a one-acre parking lot in the Seaport District.
Financing Activities For the year ended December 31, 2020, net proceeds from new loan borrowings and refinancing
activities exceeded principal payments on our debt and were used to partially fund development activity at our
development projects, to increase liquidity and for the acquisition of assets. Cash provided by financing activities also
included $593.6 million proceeds from the issuance of common stock.
For the year ended December 31, 2019, net proceeds from new loan borrowings and refinancing activities exceeded
principal payments on our debt and were used to partially fund development activity at our development projects and for
the acquisition of assets. Cash provided by financing activities also included $84.9 million related to the issuance of
noncontrolling interest at our 110 North Wacker project. Cash used in financing activities includes $53.9 million for the
purchase of treasury stock.
For the year ended December 31, 2018, net proceeds from new loan borrowings and refinancing activities exceeded
principal payments on our debt and were used to partially fund development activity at our development projects. Cash
provided by financing activities also included $99.6 million related to the issuance of noncontrolling interest at our 110
North Wacker project. Cash used in financing activities includes $58.7 million for the purchase of treasury stock.
HHC 2020 FORM 10-K | 69
MANAGEMENT’S DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
Table of Contents
Index to Financial Statements
Contractual Cash Obligations and Commitments
The following table aggregates our contractual cash obligations and commitments as of December 31, 2020:
thousands
Mortgages, notes and loans payable (a)
Interest Payments (b)
Ground lease and other leasing
commitments
Total
2021
2022
2023
2024
2025
Thereafter
Total
$ 321,712 $ 77,689 $ 1,091,049 $ 430,490 $ 1,136,625 $ 1,262,601 $ 4,320,166
955,981
182,862
163,137
127,829
176,740
230,763
74,650
3,951
271,475
4,419
$ 508,525 $ 258,754 $ 1,258,557 $ 562,738 $ 1,215,743 $ 1,743,305 $ 5,547,622
249,941
4,371
4,468
4,325
(a) Based on final maturity, inclusive of extension options. In February 2021, the Company issued $650 million of senior notes due 2029 and
$650 million of senior notes due 2031 and used the proceeds to repay approximately $280 million of outstanding loans maturing in 2021 as
well as $1 billion of senior notes due in 2025.
Interest is based on the borrowings that are presently outstanding and current floating interest rates.
(b)
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 $7.2 million for the year ended December 31, 2020, $8.5 million for the year ended December 31, 2019, and
$9.7 million for the year ended December 31, 2018. 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, as of December 31, 2020, have mortgage financing totaling $545.0 million, the
financings are non-recourse to us, with the exception of $100.6 million related to 110 North Wacker.
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. For further discussion
about the Company’s critical accounting policies, please refer to Note 1 - Summary of Significant Accounting Policies in
our Notes to Consolidated Financial Statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS
Please refer to Note 1 - Summary of Significant Accounting Policies in our Notes to Consolidated Financial Statements for
additional information about new accounting pronouncements.
HHC 2020 FORM 10-K | 70
MARKET RISK
QUANTITATIVE AND QUALITATIVE DISCLOSURES
Table of Contents
Index to Financial Statements
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. With respect to fixed-rate financings, increases in interest rates could
make it more difficult to refinance such debt when due. We manage a portion of our variable interest rate exposure by
using interest rate swaps, collars and caps. As of December 31, 2020, of our $1.9 billion of variable-rate debt outstanding,
$649.9 million is swapped to a fixed rate. We may enter into interest rate cap contracts to mitigate our exposure to rising
interest rates. We have a cap contract for our $250.0 million Master Credit Facility for The Woodlands and Bridgeland,
$150.0 million of which is currently outstanding and $75.0 million of which is currently capped. As the properties are
placed into service and become stabilized, we typically refinance the variable-rate debt with long-term fixed-rate debt.
As of December 31, 2020, annual interest costs would increase approximately $13.0 million for every 1.00% increase in
floating interest rates. Generally, a significant portion of our interest expense is capitalized due to the level of assets we
currently have under development; therefore, the current impact of a change in our interest rate on our Consolidated
Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) would be less than the total
change, but we would incur higher cash payments and the development costs of our assets would be higher. 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 7 - Mortgages, Notes and Loans Payable, Net and Note 9
- Derivative Instruments and Hedging Activities in our Consolidated Financial Statements.
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, 2020:
thousands
Mortgages, notes and loans payable (a) $ 321,712
2021
2022
2023
2024
2025
Thereafter
Total
$ 77,689
$ 1,091,049 $ 430,490
$ 1,136,625 $ 1,262,601 $ 4,320,166
Weighted-average interest rate
3.93 %
4.18 %
4.21 %
4.39 %
4.96 %
4.12 %
(a) Based on final maturity, inclusive of extension options. In February 2021, the Company issued $650 million of senior notes due 2029 and
$650 million of senior notes due 2031 and used the proceeds to repay approximately $280 million of outstanding loans maturing in 2021 as
well as $1 billion of senior notes due in 2025.
Contractual Maturity Date
HHC 2020 FORM 10-K | 71
FINANCIAL STATEMENTS
INDEX
Table of Contents
Index to Financial Statements
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Financial Statement Schedule
Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020,
2019 and 2018
Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Note 2. Real Estate and Other Affiliates
Note 3. Acquisitions and Dispositions
Note 4. Impairment
Note 5. Other Assets and Liabilities
Note 6. Intangibles
Note 7. Mortgages, Notes and Loans Payable, Net
Note 8. Fair Value
Note 9. Derivative Instruments and Hedging Activities
Note 10. Commitments and Contingencies
Note 11. Stock-Based Compensation Plans
Note 12. Income Taxes
Note 13. Warrants
Note 14. Accumulated Other Comprehensive Income (Loss)
Note 15. Earnings Per Share
Note 16. Revenues
Note 17. Leases
Note 18. Segments
Schedule III – Real Estate and Accumulated Depreciation
73
75
76
77
78
79
81
81
91
95
96
97
99
100
105
107
109
110
112
114
115
116
117
118
121
123
HHC 2020 FORM 10-K | 72
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
The Howard Hughes Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Howard Hughes Corporation (the Company) as
of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), equity
and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial
statement schedule listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, 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 February 25, 2021 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
HHC 2020 FORM 10-K | 73
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
Description
of the Matter
Master Planned Communities (MPC) Cost of Sales Estimates
As discussed in Note 1 of the consolidated financial statements, when developed residential or
commercial land is sold, the cost of sales includes actual costs incurred and estimates of future
development costs, based on relative sales value, that benefit the property sold. For purposes of
allocating development costs, 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.
How We
Addressed
the Matter in
Our Audit
MPC cost of sales estimates are highly judgmental as they are sensitive to cost escalation, sales
price escalation and lot absorption, which are subject to judgment and affected by expectations
about future market or economic conditions.
We obtained an understanding of and evaluated the design and operating effectiveness of the
Company’s internal controls over the estimation process that affect MPC cost of sales. This
included controls over management’s monitoring and review of key assumptions, including the
Company’s procedures to validate the completeness and accuracy of data used to determine
estimates.
Our testing of the Company’s MPC cost of sales estimates included, among other procedures,
evaluating management’s methodology of estimating future costs and revenues, testing the
significant assumptions related to cost escalation, sales price escalation and lot absorption,
evaluating the underlying data used by management and performing site visits for certain MPC
developments to compare the overall status of the developments to what is reflected within the
development cost models. We involved internal specialists to assist in comparing a sample of
estimated future costs, lot absorption rates, and sales price escalation to market data, assessing
contrary information and obtaining supporting evidence used to derive the estimates. We also
assessed the historical accuracy of management’s estimates and performed sensitivity analyses
of significant assumptions to evaluate the changes in the cost of sale estimates that resulted from
changes in the assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2013.
Houston, Texas
February 25, 2021
HHC 2020 FORM 10-K | 74
FINANCIAL STATEMENTS
THE HOWARD HUGHES CORPORATION
CONSOLIDATED BALANCE SHEETS
thousands except par values and share amounts
ASSETS
Investment in real estate:
Master Planned Communities assets
Buildings and equipment
Less: accumulated depreciation
Land
Developments
Net property and equipment
Investment in real estate and other affiliates
Net investment in real estate
Net investment in lease receivable
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Municipal Utility District receivables, net
Notes receivable, net
Deferred expenses, net
Operating lease right-of-use assets, net
Prepaid expenses and other assets, net
Total assets
LIABILITIES
Mortgages, notes and loans payable, net
Operating lease obligations
Deferred tax liabilities
Accounts payable and accrued expenses
Total liabilities
Commitments and Contingencies (see Note 10)
Redeemable noncontrolling interest
EQUITY
Preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued
Common stock: $0.01 par value; 150,000,000 shares authorized, 56,042,814 issued
and 54,972,256 outstanding as of December 31, 2020, and 43,635,893 shares issued
and 42,585,633 outstanding as of December 31, 2019
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Treasury stock, at cost, 1,070,558 and 1,050,260 shares as of December 31, 2020
and 2019
Total stockholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
See Notes to Consolidated Financial Statements.
HHC 2020 FORM 10-K | 75
Table of Contents
Index to Financial Statements
December 31,
2020
2019
1,687,519 $
4,115,493
(634,064)
363,447
1,152,674
6,685,069
377,145
7,062,214
2,926
1,014,686
228,311
7,437
314,394
622
112,097
56,255
341,390
9,140,332 $
1,655,674
3,813,595
(507,933)
353,022
1,445,997
6,760,355
121,757
6,882,112
79,166
422,857
197,278
12,279
280,742
36,379
133,182
69,398
300,373
8,413,766
4,287,369 $
68,929
187,639
852,258
5,396,195
4,096,470
70,413
180,748
733,147
5,080,778
—
29,114
—
—
—
—
562
3,947,278
(72,556)
(38,590)
(122,091)
3,714,603
420
3,715,023
9,140,332 $
437
3,343,983
(46,385)
(29,372)
(120,530)
3,148,133
184,855
3,332,988
8,413,766
$
$
$
$
FINANCIAL STATEMENTS
THE HOWARD HUGHES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
thousands except per share amounts
REVENUES
Condominium rights and unit sales
Master Planned Communities land sales
Rental revenue
Other land, rental and property revenues
Builder price participation
Total revenues
EXPENSES
Condominium rights and unit cost of sales
Master Planned Communities cost of sales
Operating costs
Rental property real estate taxes
Provision for (recovery of) doubtful accounts
Demolition costs
Development-related marketing costs
General and administrative
Depreciation and amortization
Total expenses
OTHER
Table of Contents
Index to Financial Statements
Year Ended December 31,
2019
2018
2020
448,940 $
330,146
278,806
206,966
35,681
1,300,539
357,720
261,905
257,308
160,519
27,085
1,064,537
$
1,143 $
233,044
323,182
105,048
37,072
699,489
108,229
101,505
226,791
52,815
6,009
—
8,166
109,402
217,467
830,384
369,759
141,852
294,486
36,861
(414)
855
23,067
162,506
155,798
1,184,770
262,562
124,214
248,029
32,183
6,078
17,329
29,249
110,582
126,565
956,791
—
(4)
(936)
(940)
Provision for impairment
Gain (loss) on sale or disposal of real estate and other assets, net
Other income (loss), net
Total other
(48,738)
59,942
130
11,334
—
22,362
12,179
34,541
Operating income (loss)
(119,561)
150,310
106,806
Selling profit from sales-type leases
Interest income
Interest expense
Gain (loss) on extinguishment of debt
Equity in earnings (losses) from real estate and other affiliates
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to common stockholders
Basic income (loss) per share
Diluted income (loss) per share
See Notes to Consolidated Financial Statements.
—
2,368
(132,257)
(13,169)
271,099
8,480
11,653
(3,173)
(22,981)
(26,154) $
(0.50) $
(0.50) $
13,537
9,797
(105,374)
4,641
30,629
103,540
29,245
74,295
(339)
73,956 $
1.71 $
1.71 $
—
8,486
(82,028)
—
39,954
73,218
15,492
57,726
(714)
57,012
1.32
1.32
$
$
$
HHC 2020 FORM 10-K | 76
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
THE HOWARD HUGHES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
thousands
Net income (loss)
Other comprehensive income (loss)
Interest rate swaps (a)
Capitalized swap interest (expense) income (b)
Pension adjustment (c)
Adoption of ASU 2018-02 (d)
Adoption of ASU 2017-12 (e)
Deconsolidation of 110 North Wacker (f)
Share of investee's other comprehensive income (g)
Other comprehensive income (loss)
Comprehensive income (loss)
Year Ended December 31,
2019
2018
2020
$
(3,173) $
74,295 $
57,726
(23,070)
—
(84)
—
—
12,934
1,002
(9,218)
(12,391)
(22,981)
(35,372) $
(21,184)
(73)
11
—
—
—
—
(21,246)
53,049
(339)
52,710 $
(63)
30
759
(1,148)
(739)
—
—
(1,161)
56,565
(714)
55,851
Comprehensive (income) loss attributable to noncontrolling interests
Comprehensive income (loss) attributable to common stockholders
$
(a) Amounts are shown net of deferred tax benefit of $5.3 million for the year ended December 31, 2020, $6.2 million for the
year ended December 31, 2019, and $0.3 million for the year ended December 31, 2018.
(b) The deferred tax impact was not meaningful for the years ended December 31, 2020, 2019 and 2018.
(c) The deferred tax impact is not meaningful for the years ended December 31, 2020 and 2019. Amount is net of deferred tax
expense of $0.5 million for the year ended December 31, 2018.
(d) The Company adopted Accounting Standards Update (ASU) 2018-02, Income Statement-Reporting Comprehensive Income
(Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, as of January 1, 2018.
(e) The Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for
Hedging Activities, as of January 1, 2018.
(f) This amount represents the derecognition of Other comprehensive income (loss) related to interest rate collars on the 110
North Wacker debt, shown net of deferred tax expense of $1.0 million.
(g) The amount for 2020 is shown net of deferred tax expense of $0.3 million.
See Notes to Consolidated Financial Statements.
HHC 2020 FORM 10-K | 77
FINANCIAL STATEMENTS
THE HOWARD HUGHES CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
Table of Contents
Index to Financial Statements
Additional
Accumulated
Other
Total
Common Stock
Paid-In
Accumulated Comprehensive
Treasury Stock
Stockholders' Noncontrolling
Total
thousands except shares
Shares
Amount
Capital
Deficit
(Loss)
Shares
Amount
Equity
Interests (a)
Equity
Balance, January 1, 2018
43,300,253 $
433 $ 3,302,502 $
(109,508) $
(6,965)
(29,373) $
(3,476) $
3,182,986 $
5,565 $ 3,188,551
57,012
714
57,726
Net income
Preferred dividend payment
on behalf of subsidiary
Interest rate swaps, net of tax
of $342
Pension adjustment, net of
tax of $467
Capitalized swap interest, net
of tax of $8
Adoption of ASU 2014-09 (b)
Adoption of ASU 2017-12
Adoption of ASU 2018-02
Restricted stock activity
Repurchase of common
shares
Contributions to joint ventures
—
—
—
—
—
—
—
—
—
—
—
Stock plan activity
211,220
—
—
—
—
—
—
—
—
—
—
—
3
—
—
—
—
—
—
—
—
—
—
—
19,931
57,012
—
—
—
—
(69,732)
739
1,148
—
—
—
—
—
—
(63)
759
30
—
(739)
(1,148)
—
—
—
—
Net income
Interest rate swaps, net of tax
of $6,161
Pension adjustment, net of
tax of $41
Capitalized swap interest, net
of tax of $20
Deconsolidation of equity
investments
Deconsolidation of
Associations of Unit Owners
Restricted stock activity
Repurchase of common
shares
Contributions to joint ventures
—
—
—
—
—
—
927
—
—
Stock plan activity
123,493
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
21,550
73,956
—
—
—
—
—
—
—
—
—
—
(21,184)
11
(73)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(63)
759
30
(69,732)
—
—
(21,184)
11
(73)
—
—
(34,411)
(4,417)
(4,417)
(496,000)
(53,923)
(53,923)
—
—
—
—
—
21,551
(14,556)
(1,447)
(1,447)
(475,920)
(57,267)
(57,267)
—
—
—
—
—
19,934
99,646
—
(11)
—
—
—
—
—
—
—
—
(11)
(63)
759
30
(69,732)
—
—
(1,447)
(57,267)
99,646
19,934
—
—
—
(21,184)
11
(73)
(3,750)
(3,750)
(2,538)
(2,538)
—
—
84,890
—
(4,417)
(53,923)
84,890
21,551
Balance, December 31, 2018 43,511,473 $
436 $ 3,322,433 $
(120,341) $
(8,126)
(519,849) $ (62,190) $
3,132,212 $
105,914 $ 3,238,126
73,956
339
74,295
Balance, December 31, 2019 43,635,893 $
437 $ 3,343,983 $
(46,385) $
(29,372) (1,050,260) $ (120,530) $
3,148,133 $
184,855 $ 3,332,988
Net income(loss), excluding
$22,881 attributable to
redeemable noncontrolling
interest
Interest rate swaps, net of tax
of $5,260
Pension adjustment, net of
tax of $87
Reclassification of
redeemable noncontrolling
interest to temporary equity
Share of investee's other
comprehensive income, net of
tax of $285
Derecognition of 110 North
Wacker, net of tax of $951 (c)
Adoption of ASU 2016-13 (d)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Issuance of common shares
12,270,900
123
593,493
Stock plan activity
136,021
2
9,802
(26,154)
—
—
—
—
—
1
(18)
—
—
(23,070)
(84)
—
1,002
12,934
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(26,154)
100
(26,054)
(23,070)
(84)
—
—
(23,070)
(84)
—
(6,091)
(6,091)
1,002
—
1,002
12,935
(178,444)
(165,509)
(18)
593,616
—
—
—
(18)
593,616
8,243
(20,298)
(1,561)
8,243
Balance, December 31, 2020 56,042,814 $
562 $ 3,947,278 $
(72,556) $
(38,590) (1,070,558) $ (122,091) $
3,714,603 $
420 $ 3,715,023
(a) Excludes redeemable noncontrolling interest, which is reflected in temporary equity. See Note 3 - Acquisitions and Dispositions.
(b) Related to the adoption of ASU 2014-09, Revenues from Contracts with Customers (Topic 606) and all its related amendments as of
January 1, 2018.
(c) Related to deconsolidation of 110 North Wacker. Refer to Note 3 - Acquisitions and Dispositions for additional information.
(d) Related to the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) and all its related amendments as of January 1,
2020.
See Notes to Consolidated Financial Statements.
HHC 2020 FORM 10-K | 78
FINANCIAL STATEMENTS
THE HOWARD HUGHES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
thousands
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
Adjustments to reconcile net income (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
Restricted stock and stock option amortization
Net gain on sale of properties
Net gain on sale of equity method investments
Net gain on sale of lease receivable
Proceeds from the sale of lease receivable
Selling profit from sales-type leases
(Gain) loss on extinguishment of debt
Impairment charges
Equity in (earnings) losses 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 rights and units cost of sales
Net Changes:
Accounts and notes receivable
Prepaid expenses and other assets
Condominium deposits received
Deferred expenses
Accounts payable and accrued expenses
Other, net
Cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment expenditures
Operating property improvements
Property development and redevelopment
Acquisition of assets
Proceeds from sales of properties
Reimbursements under tax increment financings
Notes issued to real estate and other affiliates and third party
Distributions from real estate and other affiliates
Investments in real estate and other affiliates, net
Cash used in investing activities
HHC 2020 FORM 10-K | 79
Table of Contents
Index to Financial Statements
Year Ended December 31,
2019
2018
2020
$
(3,173) $
74,295 $
57,726
198,556
18,200
13,301
680
(14,204)
10,827
5,983
(13,710)
(1,076)
(38,124)
64,155
—
9,604
62,384
143,698
10,684
11,726
788
(5,652)
27,818
19,502
(22,669)
—
—
—
(13,537)
(4,851)
—
113,518
13,047
9,347
1,681
(12,584)
16,195
12,128
—
—
—
—
—
—
—
(264,416)
(9,585)
(24,809)
21,403
—
(228,402)
91,383
(244,642)
100,584
78,647
(31,467)
115,090
(23,289)
(1,162)
—
(72,868)
3,920
(752)
(238,806)
119,429
(211,617)
369,759
24,519
3,147
(68,842)
(52,503)
27,261
—
207,732
(1,611)
(39,863)
(430,498)
—
24,373
6,703
—
16,232
(3,882)
(428,546)
(6,951)
(55,524)
(674,244)
(565,552)
67,110
6,883
—
1,437
(6,056)
(1,232,897)
6,078
(3,565)
(195,504)
113,282
(289,084)
262,562
26,209
(6,942)
108,061
(17,697)
20,676
195
210,520
(4,485)
(47,750)
(572,966)
(234,541)
—
22,651
(3,795)
1,732
(2,617)
(841,771)
FINANCIAL STATEMENTS
thousands
CASH FLOWS FROM FINANCING ACTIVITIES
Table of Contents
Index to Financial Statements
Year Ended December 31,
2020
2019
2018
Proceeds from mortgages, notes and loans payable
1,403,923
1,292,083
1,172,622
Principal payments on mortgages, notes and loans payable
(867,935)
(386,489)
(838,462)
Proceeds from issuance of common stock
Purchase of treasury stock
Special Improvement District bond funds released from (held in) escrow
Deferred financing costs and bond issuance costs, net
Taxes paid on stock options exercised and restricted stock vested
Gain on unwinding of swaps
Stock options exercised
Issuance of noncontrolling interests
Cash provided by financing activities
593,574
—
10,151
(17,844)
(2,229)
—
4,638
—
1,124,278
—
(53,922)
6,077
(19,639)
(5,449)
—
3,535
84,889
921,085
—
(58,715)
8,051
(15,833)
(3,995)
16,104
11,748
99,646
391,166
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
622,864
620,135
$ 1,242,999 $
(104,080)
724,215
620,135 $
(240,085)
964,300
724,215
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid
Interest capitalized
Income taxes paid (refunded), net
$
179,355 $
168,925 $
149,693
70,258
73,002
(2,409)
(2,138)
77,918
70
NON-CASH TRANSACTIONS
Initial recognition of ASC 842 operating leases ROU asset
Initial recognition of ASC 842 operating lease obligation
493
493
Accrued property improvements, developments and redevelopments
(92,383)
Special Improvement District bond transfers associated with land sales
Accrued interest on construction loan borrowing
Acquisition of below-market lease intangible
Capitalized stock compensation
Special Improvement District bonds held in third party escrow
10,122
9,743
—
1,158
—
72,106
71,888
14,454
22,423
10,154
—
1,443
9,686
—
—
—
10,937
7,584
1,903
2,434
—
See Notes to Consolidated Financial Statements.
HHC 2020 FORM 10-K | 80
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
1. Summary of Significant Accounting Policies
General The Howard Hughes Corporation is a Delaware corporation that was formed on July 1, 2010. Together with its
subsidiaries (herein, HHC or the Company), HHC develops Master Planned Communities (MPC) and residential
condominiums, transforms a multi-block district largely under private management in New York City into a lifestyle
destination (Seaport District), invests in other strategic real estate opportunities in the form of entitled and unentitled land
and other development rights (Strategic Developments) and owns, manages and operates real estate assets currently
generating revenues (Operating Assets), which may be redeveloped or repositioned from time to time.
Certain amounts in the 2019 and 2018 results of operations have been reclassified to conform to the current presentation.
Specifically, the Company reclassified minimum rents, tenant recoveries and interest income from sales-type leases to
Rental revenue; hospitality revenues, other land revenues and other rental and property revenues to Other land, rental
and property revenues; and master planned communities operations, other property operating costs, rental property
maintenance costs and hospitality operating costs to Operating costs. In addition, certain labor costs previously presented
in the MPC property operating costs were reclassified to corporate General and administrative expense.
COVID-19 Pandemic The outbreak of COVID-19 in 2020 resulted in a global slowdown of economic activity including
worldwide travel restrictions, prohibitions of non-essential work activities, disruption and shutdown of businesses and
greater uncertainty in global financial markets, all of which resulted in COVID-19 having an impact on the Company’s
financial performance in fiscal 2020. As this pandemic endures and continues to have an impact on global economic
activity, the extent to which COVID-19 adversely impacts the Company’s future business operations, financial
performance and results of operations will depend on many factors outside the Company's control. The significance,
extent and duration of such impact remains largely uncertain and dependent on future developments that cannot be
accurately predicted. The future developments include, but are not limited to: (1) the continued severity, duration,
transmission rate and geographic spread of COVID-19 in the United States and other regions in which the Company
operates; (2) the extent and effectiveness of the containment measures taken and distribution and continued efficacy of
the vaccine; and (3) the response of the overall economy, the financial markets and the population, particularly in areas in
which the Company operates.
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
HHC has a controlling financial interest. The Company also consolidates certain variable interest entities (VIEs) in
accordance with Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 810
Consolidation (ASC 810). The outside equity interests in certain entities controlled by the Company are reflected in the
Consolidated Financial Statements as noncontrolling interests.
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, 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. The estimates and assumptions include, but are not limited to, capitalization of
development costs, provision for income taxes, future cash flows used in impairment analysis and fair value used in
impairment calculations, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and
intangible assets acquired 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, and the fair value of
warrants, debt and options granted. In particular, MPC cost of sales estimates are highly judgmental as they are sensitive
to cost escalation, sales price escalation and lot absorption, which are subject to judgment and affected by expectations
about future market or economic conditions. Actual results could differ from these and other estimates. It is reasonably
possible these estimates will change in the near term due to the rapid development and fluidity of the events and
circumstances resulting from the COVID-19 pandemic.
Segments Segment information is prepared on the same basis that management reviews information for operational
decision-making purposes. Management evaluates the performance of each of HHC’s real estate assets or investments
individually and aggregates such properties into segments based on their economic characteristics and types of revenue
streams. The Company operates in four business segments: (i) Operating Assets; (ii) MPC; (iii) Seaport District and (iv)
Strategic Developments.
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Investment in Real Estate
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Master Planned Community Assets, Land, Buildings and Equipment Real estate assets are stated at cost less any
provisions for impairments. Expenditures for significant improvements to the Company’s assets are capitalized. Tenant
improvements relating to the Company’s 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.
The Company periodically reviews 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 and fixtures
Computer hardware and software, and vehicles
Tenant improvements
Leasing costs
Years
7 - 40
5 - 20
3 - 5
Lesser of lease term or useful life
Related lease term
Balance Sheet Location
Buildings and Equipment
Buildings and Equipment
Buildings and Equipment
Buildings and Equipment
Prepaid expenses and other assets, net
From time to time, the Company may reassess the development strategies for certain buildings and improvements which
results in changes to the Company’s estimate of their remaining useful lives. The Company did not recognize additional
depreciation expense of significance for the years ended December 31, 2020, 2019 and 2018.
Developments Development costs, which primarily include direct costs related to placing the asset in service associated
with specific development properties, are capitalized as part of the property being developed. Construction and
improvement costs incurred in connection with the development of new properties or the redevelopment of existing
properties are capitalized before they are placed into service. Costs include planning, engineering, design, direct material,
labor and subcontract costs. Real estate taxes, utilities, direct legal and professional fees related to the sale of a specific
unit, interest, insurance costs and certain employee costs incurred during construction periods are also capitalized.
Capitalization commences when the development activities begin and ceases when a project is completed, put on hold or
at the date that the Company decides to not move forward with a project. Capitalized costs related to a project where HHC
has determined not to move forward are expensed if they are not deemed recoverable. Capitalized interest costs are
based on qualified expenditures and interest rates in place during the construction period. Demolition costs associated
with redevelopments are expensed as incurred unless the demolition was included in the Company’s development plans
and imminent as of the acquisition date of an asset. Once the assets are placed into service, they are depreciated in
accordance with HHC’s policy. In the event that management no longer has the ability or intent to complete a
development, the costs previously capitalized are evaluated for impairment.
Developments consist of the following categories as of December 31:
thousands
Land and improvements
Development costs
Total Developments
2020
$
$
407,926 $
744,748
1,152,674 $
2019
423,520
1,022,477
1,445,997
Real Estate and Other Affiliates In the ordinary course of business, HHC enters into partnerships or joint ventures
primarily for the development and operation of real estate assets which are referred to as Real estate and other affiliates.
The Company assesses its joint ventures at inception to determine if any meet the qualifications of a VIE. HHC considers
a partnership or joint venture a VIE if: (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, the
Company reassesses its initial determination of whether the partnership or joint venture is a VIE.
The Company also performs a qualitative assessment of each VIE to determine if HHC is the primary beneficiary. 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.
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As required by ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is
continuously performed.
The Company accounts for VIEs for which it is not considered to be the primary beneficiary but has significant influence
using the equity method, and investments in VIEs where HHC does not have significant influence on the joint venture’s
operating and financial policies using the cost method. The Company accounts for investments in joint ventures where it
owns a noncontrolling interest using the equity method. For investments in joint ventures where the Company has virtually
no influence on the joint venture’s operating and financial policies, the Company has elected the measurement alternative
to carry the securities at cost less impairment, if any, plus or minus changes resulting from observable price changes in
orderly transactions for the identical or similar investment of the issuer. Equity securities not accounted for under the
equity method are required to be reported at fair value with unrealized gains and losses reported in the Consolidated
Statements of Comprehensive Income (Loss) as Net unrealized gains (losses) on instruments measured at fair value
through earnings, unless the securities do not have readily determinable fair values.
Under the equity method, the cost of an investment is adjusted for the Company’s 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 Real estate and other affiliates provide that assets, liabilities and funding obligations are
shared in accordance with HHC’s ownership percentages. The Company generally also shares in the profit and losses,
cash flows and other matters relating to its Real estate and other affiliates in accordance with the respective ownership
percentages. For certain equity method investments, when the preferences on profit sharing on liquidation rights and
priorities differ from the ownership percentages, HHC considers ASC 970 and applies the Hypothetical Liquidation Book
Value (HLBV) method. Under this method, the Company recognizes income or loss based on the change in the underlying
share of the venture’s net assets on a hypothetical liquidation basis as of the reporting date.
Acquisitions of Properties The Company accounts for the acquisition of real estate properties in accordance with ASC
805 Business Combinations (ASC 805). This methodology requires that assets acquired and liabilities assumed be
recorded at their fair values on the date of acquisition.
Costs directly related to asset acquisitions are considered additions to the purchase price and increase the cost basis
recorded for the Investment in Real Estate. Acquisition costs related to the acquisition of a business are expensed as
incurred.
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 incorporate significant unobservable inputs that are classified as Level 3 inputs in the
fair value hierarchy and primarily include a discounted cash flow analysis using discount and capitalization rates based on
recent comparable market transactions, where available.
The fair value of acquired intangible assets consisting of in-place, above-market and below-market leases is recorded
based on a variety of considerations, some of which incorporate significant unobservable inputs that are classified as
Level 3 inputs in the fair value hierarchy. 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 HHC reviews its long-lived assets (including those held by its real estate and other affiliates) for potential
impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair
value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future
economic conditions, such as occupancy, rental rates, capital requirements and sales values that could differ materially
from actual results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows
generated by the asset are less than its carrying amount, less costs to sell in the case of assets classified as held for sale,
an impairment provision is recorded to write-down the carrying amount of the asset to its fair value.
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Impairment indicators for HHC’s assets or projects within MPCs 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. MPC assets have extended life
cycles that may last 20 to 40 years, or longer, and have few long‑term contractual cash flows. Further, MPC assets
generally have minimal to no residual values because of their liquidating characteristics. MPC 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 Operating Assets are assessed for each property and include, but are not limited to, significant
decreases in net operating income, significant decreases in occupancy, ongoing low occupancy and significant net
operating losses.
Impairment indicators for Seaport District include, but are not limited to, significant changes in projected completion dates,
operating revenues or cash flows, development costs, ongoing low occupancy, and market factors.
Impairment indicators for assets in the Strategic Developments 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 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 MPCs, 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 HHC’s Investment in real estate and other 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 and other affiliate is evaluated periodically and as deemed necessary for recoverability and valuation declines
that are other‑than‑temporary. If the decrease in value of an investment in a real estate and other affiliate is deemed to be
other‑than‑temporary, HHC’s investment is reduced to its estimated fair value. In addition to the property‑specific
impairment analysis that are performed on the underlying assets of the investment, the Company also considers the
ownership, distribution preferences, limitations and rights to sell and repurchase its ownership interests.
All indefinite-lived intangible assets are tested for impairment annually as of October 1 of each year, or sooner if events or
changes in circumstances indicate that it is more likely than not that the asset is impaired. The quantitative impairment
test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset to its carrying amount. If
the carrying amount of an intangible asset exceeds its fair value, the Company recognizes an impairment loss in an
amount equal to that excess, and the adjusted carrying amount of the intangible asset becomes the new accounting basis.
HHC recorded impairments of $48.7 million for the year ended December 31, 2020. For the years ended December 31,
2019 and 2018, HHC evaluated whether impairment indicators existed at any of its assets and concluded there were no
impairments. Please refer to Note 4 - Impairment for additional information.
Cash and Cash Equivalents Cash and cash equivalents consist of highly-liquid investments with maturities at date of
purchase of three months or less and include registered money market mutual funds which are invested in United States
Treasury bills 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 as well as deposits 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.
Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily
related to escrowed condominium deposits by buyers and other amounts related to taxes, insurance and legally restricted
security deposits and leasing costs.
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Operating Lease Collectibility On a quarterly basis, management reviews tenant rents, tenant recoveries and straight-
line rent assets for collectibility. As required under ASC 842 - Leases, this analysis includes a review of past due accounts
and considers factors such as the credit quality of tenants, current economic conditions and changes in customer payment
trends. When full collection of a lease receivable or future lease payment is not probable, a reserve for the receivable
balance is charged against rental revenue and future rental revenue is recognized on a cash basis. Due to the impacts of
COVID-19 on the collectability of tenant receivables, the Company completed an analysis of its collections and
determined full collection of outstanding tenant rents and recoveries was not probable for a number of retail tenants. In
addition, the Company determined that a reserve for estimated losses under ASC 450 - Contingencies is required as the
amount is probable and can be reasonably estimated.
Therefore, for the year ended December 31, 2020, the Company recognized a total impact of $27.8 million in the
Consolidated Statement of Operations, comprised of a $21.8 million charge against Rental revenue related to ASC 842
and a $6.0 million charge to the Provision for (recovery of) doubtful accounts related to ASC 450. For the year ended
December 31, 2019, the company recognized a charge of $6.3 million against Rental revenue related to ASC 842.
Accounts Receivable, net Accounts receivable includes tenant rents, tenant recoveries and other receivables. Accounts
receivables are shown net of allowances for doubtful accounts of $24.0 million as of December 31, 2020, and $15.6
million as of December 31, 2019.
Notes Receivable, net Notes receivable, net includes non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. Subsequent to initial recognition, they are recorded at amortized cost
less any provision for impairment as required under ASC 326 - Financial Instruments - Credit Losses. Refer to discussion
below for information related to the adoption of ASC 326 in 2020.
Municipal Utility District Receivables, net In Houston, Texas, certain development costs are reimbursable through the
creation of a Municipal Utility District (MUD), also known as Water Control and Improvement Districts, 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, wastewater, 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 MUD Board of Directors authorizes and approves all MUD development contracts, and MUD bond sale proceeds are
used to reimburse the developer for its construction costs, including interest. At the date the expenditures occur, the
Company determines the costs it believes will be eligible for reimbursement and recognizes that as MUD receivables.
These expenditures are subject to review by the MUD engineers for eligibility in accordance with the development
contracts as part of the process for reimbursement. MUD receivables are pledged as security to creditors under the debt
facilities relating to Bridgeland and The Woodlands MPCs.
Prepaid Expenses and Other Assets, net The major components of Prepaid expenses and other assets, net include
Straight-line rent assets, Condominium inventory, Special Improvement District (SID) receivables, Various Intangibles,
and prepaid expenses related to the Company’s properties. Straight-line rent assets are shown net of allowances for
doubtful accounts of $9.0 million as of December 31, 2020, and $1.0 million as of December 31, 2019.
SID receivables are amounts due from SID bonds related to the Company’s Summerlin MPC. Proceeds from SID bonds
are held in escrow by a third-party and are used to reimburse the Company for a portion of the development costs
incurred in Summerlin. SID receivables are $54.8 million as of December 31, 2020, and $43.0 million as of December 31,
2019.
Tax increment financing (TIF) receivables are amounts which the Company has submitted for reimbursement from
Howard County, Maryland, in conjunction with development costs expended on key roads and infrastructure work within
the Merriweather District of Columbia specified per the terms of the county’s TIF legislation and Special Obligation Bonds
issued in October 2017. TIF receivables are $0.9 million as of December 31, 2020, and $3.9 million as of December 31,
2019.
The Company’s intangibles include in-place lease assets and above-market lease assets where HHC is the lessor,
trademark/tradename intangibles related to MPCs, and other indefinite lived intangibles relating to properties and
businesses acquired in previous real estate transactions. The balance of unamortized below-market ground leases was
reclassified to Operating lease right-of-use assets, net upon adoption of ASU No. 2016-02, Leases (Topic 842). The
Company amortizes finite-lived intangible assets less any residual value, if applicable, on a straight-line basis over the
term of the related lease or the estimated useful life of the asset. Intangible assets with an indefinite useful life, primarily
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attributable to the acquisition of the joint venture partner’s interest in the Las Vegas Aviators baseball team, are not
amortized. The Company reviews for any changes in business that would lead to a reconsideration that the life is finite
and should be subject to amortization.
Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial statement carrying
amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which the temporary
differences are expected to reverse. Deferred income taxes also reflect the impact of operating loss and tax credit
carryforwards.
The Company periodically assesses the realizability of its deferred tax assets. If the Company concludes that it is more
likely than not that some of the deferred tax assets will not be realized, the tax asset is reduced by a valuation allowance.
The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including
expectations of future taxable income, carryforward periods available to the Company for tax reporting purposes, various
income tax strategies and other relevant factors. In addition, interest and penalties related to uncertain tax positions, if
necessary, are recognized in income tax expense.
In the Company’s MPCs, gains with respect to land sales, whether for commercial use or for single family residences, are
reported for tax purposes either on the modified accrual method or 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.
Deferred Expenses, net Deferred expenses consist principally of leasing costs. Deferred leasing costs are amortized to
amortization expense using the straight‑line method over the related lease term. Deferred expenses are shown net of
accumulated amortization of $39.7 million as of December 31, 2020 and $31.7 million as of December 31, 2019.
Marketing and Advertising Each of the Company’s 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.
Fair Value of Financial Instruments The carrying values of cash and cash equivalents, marketable securities, escrows,
receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair
values because of the short maturities of these instruments.
Derivative Instruments and Hedging Activities Derivative instruments and hedging activities require management to
make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the
changes in fair value of the derivative instruments are reported as a component of Net Income in the Consolidated
Statements of Operations or as a component of Comprehensive Income in the Equity on the Consolidated Balance
Sheets. While management believes its judgments are reasonable, a change in a derivative’s effectiveness as a hedge
could materially affect expenses, net income and equity. The Company accounts for the changes in the fair value of an
effective hedge in other comprehensive income (loss) and subsequently reclassifies the balance from other
comprehensive income (loss) to earnings over the term that the hedged transaction affects earnings. The Company
accounts for the changes in the fair value of an ineffective hedge directly in earnings.
Stock-Based Compensation The Company applies the provisions of ASC 718 Stock Compensation which requires all
share‑based payments to be recognized in the Consolidated Statements of Operations based on their fair values. The
Company grants various types of stock-based awards including stock options, restricted stock awards and performance-
based awards. The fair value of stock option awards is determined using the Black-Scholes option-pricing model.
Restricted stock awards are valued using the market price of the Company’s common stock on the grant date. For
performance-based awards, the fair value of the market-condition portion of the award is measured using a Monte Carlo
simulation, and the performance-condition portion is measured at the market price of Company’s common stock on the
grant date. The Company records compensation cost for stock-based compensation awards over the requisite service
period. If the requisite service period is satisfied, compensation cost is not adjusted unless the award contains a
performance condition. If an award contains a performance condition, expense is recognized only for those shares that
ultimately vest using the per-share fair value measured at the grant date. The Company recognizes forfeitures as they
occur. See Note 11 - Stock-Based Compensation Plans for additional information.
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Revenue Recognition and Related Matters
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Condominium Rights and Unit Sales Revenue from the sale of an individual unit in a condominium project is
recognized at a point in time (i.e., the closing) when HHC satisfies the single performance obligation to construct a
condominium project and transfer control of a completed unit to a buyer. The transaction price, which is the amount of
consideration the Company receives upon delivery of the completed condominium unit to the buyer, is allocated to this
single obligation and is received at closing less any amounts previously paid on deposit.
The Company receives cash payments in the form of escrowed condominium deposits from customers who have
contracted to purchase a condominium unit based on billing schedules established in HHC’s condominium purchase
agreement contracts. The amounts are recorded in Restricted cash until released from escrow in accordance with the
escrow agreement and on approval of HHC’s lender to fund construction costs of a project. A corresponding condominium
contract deposit liability is established at the date of receipt, representing a portion of HHC’s unsatisfied performance
obligation at each reporting date.
These deposits, along with the balance of the contract value, are recognized at closing upon satisfaction of HHC’s
performance obligation and transfer of title to the buyer. Real estate project costs directly associated with a condominium
project, which are HHC’s costs to fulfill contracts with condominium buyers, are capitalized while all other costs are
expensed as incurred. Total estimated project costs include direct costs such as the carrying value of the land, site
planning, architectural, construction and financing costs, as well as indirect cost allocations. The allocations include costs
which clearly relate to the specific project, including certain infrastructure and amenity costs which benefit the project as
well as others, and are based upon the relative sales value of the units. Costs incurred to sell condominium units are
evaluated for capitalization in accordance with ASC 340-40, and incremental costs of obtaining and fulfilling a contract are
capitalized only if the costs relate directly to a specifically identified contract, enhance resources to satisfy performance
obligations in the future and are expected to be recovered.
Master Planned Community Land Sales Revenues from land sales are recognized at a point in time when the land sale
closing process is complete. The transaction price generally has both fixed and variable components, with the fixed price
stipulated in the contract and representative of a single performance obligation. See Builder Price Participation (BPP)
below for a discussion of the variable component. The fixed transaction price, which is the amount of consideration
received in full upon transfer of the land title to the buyer, is allocated to this single obligation and is received at closing of
the land sale less any amounts previously paid on deposit.
The Company receives cash payments in the form of land purchase deposits from homebuilders or other commercial
buyers who have contracted to purchase land within the Company’s MPCs, and HHC holds any escrowed deposits in
Restricted cash or Cash and cash equivalents based on the terms of the contract. In situations where the Company has
completed the closing of a developed land parcel or superpad and consideration is paid in full, but a portion of HHC’s
performance obligation relating to the enhancement of the land is still unsatisfied, revenue related to HHC’s obligation is
recognized over time. The Company recognizes only the portion of the improved land sale where the improvements are
fully satisfied based on a cost input method. The aggregate amount of the transaction price allocated to the unsatisfied
obligation is recorded as deferred land sales and is presented in Accounts payable and accrued expenses. The Company
measures the completion of HHC’s unsatisfied obligation based on the costs remaining relative to the total cost at the date
of closing.
When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of
future development costs benefiting the property sold. In accordance with ASC 970-360-30-1, when developed land is
sold, costs are allocated to each sold superpad or lot based upon the relative sales value. For purposes of allocating
development costs, 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, including
acquired parcels that the Company does not intend to develop or for which development was complete at the date of
acquisition, the specific identification method is used to determine the cost of sales.
Builder Price Participation BPP is the variable component of the transaction price for Master Planned Communities
Land Sales. BPP is earned when a developer that acquired land from HHC develops and sells a home to an end user at a
price higher than a predetermined breakpoint. The excess over the breakpoint is shared between HHC and the developer
at the time of closing on the sale of the home based on a percentage previously agreed upon. The Company concluded
that as of December 31, 2020, BPP was constrained, as discussed below, and accordingly, the Company did not
recognize an estimate of variable consideration. The Company’s conclusion is based on the following factors:
BPP is highly susceptible to factors outside HHC’s influence such as unemployment and interest rates
the time between the sale of land to a homebuilder and closing on a completed home can take up to three years
historical experience is of little value when it comes to predicting future home prices
–
–
–
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The Company evaluates contracts with homebuilders with respect to BPP at each reporting period to determine whether a
change in facts and circumstances has eliminated the constraint and will record an estimate of BPP revenue, if applicable.
For Condominium Rights and Unit Sales, Master Planned Community Land Sales and Builder Price Participation the
Company elected the practical expedient to not adjust promised amount of consideration for the effects of a significant
financing component when the period between transfer of the promised asset and payment is expected to be one year or
less.
Rental Revenues Revenue associated with the Company’s 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 when collectability is
reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset. Percentage
rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues reported on
the Consolidated Statements of Operations also include amortization related to above and below‑market tenant leases on
acquired properties.
Recoveries from tenants are stipulated in the leases, 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.
If the lease provides for tenant improvements, the Company determines whether the tenant improvements are owned by
the tenant or by HHC. When HHC is the owner of the tenant improvements, rental revenue begins when the
improvements are substantially complete. When the tenant is the owner of the tenant improvements, any tenant allowance
funded by the Company is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease
term.
Other Land, Rental and Property Revenues - Over Time and Point in Time Other land revenues recognized over time
include ground maintenance revenue, homeowner association management fee revenue and revenue from providing
exclusive cable and internet services at the Company’s MPCs for the benefit of the tenants and owners of the
communities. These revenues are recognized over time, as time elapses. The amount of consideration and the duration
are fixed, as stipulated in the related agreements, and represent a single performance obligation.
Other land revenues also include transfer fees on the secondary sales of homes in MPCs, forfeitures of earnest money
deposits by buyers of HHC’s condominium units and other miscellaneous items. These items are recognized at a point in
time when the real estate closing process is complete or HHC has a legal right to the respective fee or deposit.
Other rental and property revenues related to contracts with customers is generally comprised of baseball related ticket
sales, retail operations, food sales, advertising and sponsorships. Season ticket sales are recognized over time as games
take place. Single tickets and total net sales from retail operations are recognized at a point in time, at the time of sale
when payment is received and the customer takes possession of the merchandise. In all cases, the transaction prices are
fixed, stipulated in the ticket, contract or product, and representative in each case of a single performance obligation.
Events-related service revenue is recorded at the time the customer receives the benefit of the service.
Hospitality revenues are recognized at a point in time in accordance with the pattern of each related service. Lodging is
recognized on daily increments, while retail services such as food and beverage are recognized at the point of sale. The
transaction price is fixed, clearly stipulated and representative of a single performance obligation in all cases. The duration
of all contracts with customers of HHC’s hospitality lodging and related services is generally short.
Baseball-related and other sponsorships generally cover a season or contractual period of time, and the related revenue
is generally recognized on a straight-line basis over time, as time elapses, unless a specific performance obligation exists
within the sponsorship contract where point-in-time delivery occurs and recognition at a specific performance or delivery
date is more appropriate. Advertising and sponsorship agreements that allow third parties to display their advertising and
products at HHC’s venues for a certain amount of time relate to a single performance obligation, consideration terms for
these services are fixed in each respective agreement, and HHC generally recognizes the related revenue on a straight-
line basis over time, as time elapses.
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Noncontrolling interest As of December 31, 2020, Noncontrolling interests is related to the Ward Village Homeowners’
Associations (HOAs). All revenues and expenses related to the HOAs are attributable to noncontrolling interests and do
not impact net income attributable to common stockholders. As of December 31, 2019, Noncontrolling interests is related
to the HOAs, as well as noncontrolling interest in the 110 North Wacker venture. See Note 3 - Real Estate and Other
Affiliates for details on the 110 North Wacker ownership structure.
Redeemable Noncontrolling Interest As of December 31, 2020, Redeemable noncontrolling interest relates to a local
developer’s interest in the 110 North Wacker project. This noncontrolling interest holder has the right to require the
Company to purchase its interest if 110 North Wacker has not been sold or refinanced (with distributions made to the local
developer and Company sufficient to repay all capital contributions) by a certain date. As exercise of this put right is
outside of the Company’s control, the noncontrolling interest is presented as redeemable noncontrolling interest outside of
stockholders’ equity on the Consolidated Balance Sheets. See Note 2 - Real Estate and Other Affiliates for additional
information.
Corporate Restructuring During the fourth quarter ended December 31, 2019, the Company initiated a plan to
strategically realign and streamline certain aspects of its business, including selling approximately $2.0 billion of non-core
assets, reducing overhead and relocating its corporate headquarters. Charges of $34.3 million associated with retention
and severance expenses were recorded in 2019, and $2.6 million was recorded in 2020. The Company expects to incur
an additional $0.2 million to $0.5 million related to relocation, retention and severance expenses in 2021. The restructuring
costs are included in Corporate income, expenses and other items in Note 18 - Segments.
Details of the plan activities during the year ended December 31, 2020, are as follows:
thousands
Balance at December 31, 2019
Charges (a)
Charges paid/settled (a)
Balance at December 31, 2020
Restructuring Costs
$
$
9,685
2,650
(12,035)
300
(a) Charges relate to relocation, retention and severance expenses and are included in General and administrative expense in
the accompanying Consolidated Statement of Operations.
Executive Transition On September 17, 2020, Paul Layne retired as Chief Executive Officer and simultaneously agreed
to step down from the Company’s Board of Directors. David O’Reilly, the Company’s President and Chief Financial Officer,
was appointed to serve as interim Chief Executive Officer.
Pursuant to a Separation and Release Agreement between Mr. Layne and the Company, the Company agreed to continue
to pay Mr. Layne his base salary, and permit him to continue participating in Company benefit programs, through
November 16, 2020, and to credit Mr. Layne through that date for purposes of calculating the prorated target bonus
included in his severance package. In September 2020, the Company recognized $1.4 million in expense related to Mr.
Layne’s salary and benefits through November 16, 2020, cash severance, restricted stock acceleration, prorated bonus
and forfeited options.
On December 1, 2020, the Company announced that Mr. O’Reilly had been appointed Chief Executive Officer effective
December 1, 2020. In addition, the Board of Directors of the Company appointed Mr. O’Reilly to serve as a Director on the
Board effective December 1, 2020. Mr. O’Reilly will not receive any compensation for his service on the Board and will
continue to serve as the Company’s Chief Financial Officer until his successor is duly qualified and appointed by the
Board.
Further on December 1, 2020, the Company announced that the Board appointed L. Jay Cross as the Company’s
President. Mr. Cross will be responsible for overseeing the development of Company's portfolio of master planned
communities and mixed-use developments. Mr. Cross joined The Howard Hughes Corporation following his role as
President of Related Hudson Yards. In that role, he led the development of a $20 billion, 28-acre project in the west side of
Manhattan. Previously, Mr. Cross served as President of the New York Jets and led the development of the $1.3 billion
MetLife Stadium, the team's joint venture with the New York Giants. Prior to his work in the New York region, Mr. Cross
served as President of Business Operations for the NBA's Miami Heat and was responsible for the development of the
AmericanAirlines Arena.
Impact of New Accounting Standard Related to Financial Instruments - Credit Losses In June 2016, the Financial
Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments - Credit Losses (ASC 326). The
standard modifies the impairment model for most financial assets, including trade accounts receivables and loans, and
requires the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities are
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required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized
cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial
asset. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-
Credit Losses, which amended the scope of ASU 2016-13 and clarified that receivables arising from operating leases are
not within the scope of the standard and should continue to be accounted for in accordance with the leases standard
(Topic 842).
The Company adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at
amortized costs. Results for reporting periods beginning after January 1, 2020, are presented under ASU 2016-13 while
prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a
net decrease to retained earnings of $18.0 thousand as of January 1, 2020, for the cumulative effect of adopting ASU
2016-13.
The Company is exposed to credit losses through the sale of goods and services to the Company’s customers.
Receivables held by the Company primarily relate to short-term trade receivables and financing receivables, which include
MUD receivables, SID bonds, TIF receivables, net investments in lease receivables, and notes receivable. The Company
assesses its exposure to credit loss based on historical collection experience and future expectations by portfolio
segment. Historical collection experience is evaluated on a quarterly basis by the Company.
The following table summarizes the amortized cost basis of financing receivables by receivable type as of December 31,
2020:
thousands
MUD
Receivables (a)
SID
Receivables
TIF
Receivables
Net
Investments
in Lease
Receivable
Notes
Receivable
Total
Ending balance as of December 31, 2020 $
314,394 $
54,770 $
893 $
2,943 $
1,178 $ 374,178
(a) Accrued interest of $15.7 million as of December 31, 2020, and $17.3 million as of December 31, 2019, are included within
Municipal Utility District receivables on the Company’s Consolidated Balance Sheets.
The following table presents the activity in the allowance for credit losses for financing receivables by receivable type for
the year ended December 31, 2020:
thousands
MUD
Receivables
SID
Receivables
TIF
Receivables
Net
Investments
in Lease
Receivable
Notes
Receivable
Trade
Accounts
Receivable
(a)
Beginning balance as of January 1, 2020
$
— $
— $
— $
17 $
209 $
—
Current-period provision for expected
credit losses
Write-offs
—
—
—
—
—
—
—
—
(52)
(1)
Ending balance as of December 31, 2020
$
— $
— $
— $
17 $
156 $
99
(59)
40
(a) Trade accounts receivable are presented within accounts receivable, net on the consolidated balance sheet. Accounts
receivable, net also includes receivables related to operating leases. Collectability and related allowance for amounts due
under operating leases is assessed under the guidance of ASC 842 and ASC 450. Reserves related to operating lease
receivables are not included in the above table.
Financing receivables are considered to be past due once they are 30 days contractually past due under the terms of the
agreement. The Company currently does not have significant financing receivables that are past due or on nonaccrual
status.
There have been no significant write-offs or recoveries of amounts previously written-off during the current period for
financing receivables.
Recently Issued Accounting Standards The following is a summary of recently issued and other notable accounting
pronouncements which relate to the Company’s business.
ASU 2020-04, Reference Rate Reform The amendments in this Update provide optional expedients and exceptions for
applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform when certain
criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that
reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients
and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships
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entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, for
which an entity has applied certain optional expedients, that are retained through the end of the hedging relationship. The
amendments in this Update are effective as of March 12, 2020, through December 31, 2022. The guidance in ASU
2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020,
the Company has elected to apply the hedge accounting expedients related to probability and the assessments of
effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedge transactions will be
based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of
derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may
apply other elections as applicable as additional changes in the market occur. An entity may elect to apply the
amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim
period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes
or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued.
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The amendments in this
Update simplify the accounting for income taxes by removing certain exceptions from ASC 740. Additionally, the
amendments in this Update also simplify the accounting for income taxes by requiring that an entity recognize a franchise
tax (or similar tax) that is partially based on income as an income-based tax, requiring that an entity evaluate when a step
up in the tax basis of goodwill should be considered part of the business combination, and other targeted changes. The
effective date of the amendments is for fiscal years, and interim periods within those years, beginning after December 15,
2020. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial
statements.
2. Real Estate and Other Affiliates
As of December 31, 2020, the Company is not the primary beneficiary of any of the investments listed below as it does not
have the power to direct the activities that most significantly impact the economic performance of the ventures. As a result,
the Company reports its interests in accordance with the equity method. As of December 31, 2020, approximately $545.0
million of indebtedness was secured by the properties owned by the Company’s real estate and other affiliates of which
the Company’s share was $274.5 million based upon economic ownership. All of this indebtedness is without recourse to
the Company, with the exception of $100.6 million related to 110 North Wacker.
Equity investments in real estate and other affiliates are reported as follows:
thousands except percentages
Equity Method Investments
Operating Assets
110 North Wacker (a)
The Metropolitan Downtown Columbia (b)
Stewart Title of Montgomery County, TX
Woodlands Sarofim #1
m.flats/TEN.M
Master Planned Communities
The Summit (c)
Seaport District
Mr. C Seaport (d)
Bar Wayō (Momofuku) (c)
Strategic Developments
Circle T Ranch and Power Center (e)
HHMK Development
KR Holdings
Mr. C Seaport (d)
110 North Wacker (a)
Other equity investments (f)
Economic/Legal Ownership
Carrying Value
Share of Earnings/Dividends
December 31,
December 31, December 31, December 31,
Year Ended December 31,
2020
2019
2020
2019
2020
2019
2018
see below
see below $
261,143 $
— $
(13,896) $
— $
50.0 %
50.0 %
20.0 %
50.0 %
50.0 %
50.0 %
20.0 %
50.0 %
—
3,924
3,120
1,247
—
4,175
2,985
2,431
765
1,250
125
666
694
1,105
125
(1,875)
(2,478)
—
467
573
94
see below
see below
96,300
84,455
17,845
28,336
36,284
— %
35.0 %
—
see below
see below
7,101
7,650
7,469
(6,900)
(2,392)
(1,980)
(612)
(465)
—
— %
50.0 %
50.0 %
— %
50.0 %
50.0 %
50.0 %
35.0 %
see below
see below
—
10
347
—
—
8,207
2,463
10
422
—
—
—
(69)
—
267,518
950
—
263
—
—
373,192
3,953
117,804
267,375
3,953
3,724
27,006
3,623
1,534
—
830
(240)
—
36,599
3,355
Investments in real estate and other affiliates
$
377,145 $
121,757 $ 271,099 $
30,629 $
39,954
(a) During the third quarter of 2020, 110 North Wacker was completed and placed in service. This triggered a reconsideration event that
resulted in the deconsolidation of 110 North Wacker and the recognition of the retained equity method investment at fair market value. The
$267.5 million gain on deconsolidation was recorded in the Strategic Developments segment. The equity method investment was
transferred from the Strategic Development segment to the Operating Asset segment. Refer to the discussion below for additional details.
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(b) The Metropolitan Downtown Columbia was in a deficit position of $5.0 million at December 31, 2020, and $4.7 million at December 31,
2019, due to distributions from operating cash flows in excess of basis. These deficit balances are presented in Accounts payable and
accrued expenses at December 31, 2020 and 2019.
(c) Refer to the discussion below for details on the ownership structure.
(d) Mr. C Seaport was transferred from Strategic Developments to Operating Assets during the three months ended September 30, 2018.
During the three months ended September 30, 2020, the Company completed the sale of its 35% equity investment.
(e) The Company completed the sale of its 50.0% equity investment in Circle T Ranch and Power Center in December 2020. See Note 3 -
Acquisitions and Dispositions for additional information.
(f) Other equity investments represent equity investments not accounted for under the equity method. The Company elected the measurement
alternative as these investments do not have readily determinable fair values. See Note 1 - Summary of Significant Accounting Policies for
additional information. There were no impairments, or upward or downward adjustments to the carrying amounts of these securities either
during current year 2020, or cumulatively.
Significant activity for real estate and other affiliates and the related accounting considerations are described below.
Mr. C Seaport As of December 31, 2019, the Mr. C Seaport variable interest entity (VIE) did not have sufficient equity at
risk to finance its operations without additional financial support and the carrying value of the Company’s investment was
classified as Investment in real estate and other affiliates on the Consolidated Balance Sheets. During the three months
ended June 30, 2020, the Company recognized a $6.0 million impairment of its equity investment in Mr. C Seaport. During
the three months ended September 30, 2020, the Company completed the sale of its 35% equity investment in Mr. C
Seaport. Refer to Note 3 - Acquisitions and Dispositions and Note 4 - Impairment for additional information.
110 North Wacker The Company formed a partnership with a local developer (the Partnership) during the second
quarter of 2017. During the second quarter of 2018, the Partnership executed an agreement with USAA related to 110
North Wacker (collectively, the local developer and USAA are the Partners) to construct and operate the building at 110
North Wacker (the Venture).
The Partnership was determined to be a VIE, and as the Company has the power to direct the activities of the Partnership
that most significantly impact its economic performance, the Company is considered the primary beneficiary and
consolidates the Partnership. Additionally, the noncontrolling interest holder has the right to require the Company to
purchase its interest in the Partnership if the Venture has not been sold or refinanced (with distributions made to the local
developer and Company sufficient to repay all capital contributions), at the later of (1) the third anniversary of the issuance
of the certificate of occupancy for the project or (2) the fifth anniversary of the effective date of the Partnership's LLC
agreement. Therefore, the local developer’s redeemable noncontrolling interest in the Partnership is presented as
temporary equity on the Consolidated Balance Sheets. As of December 31, 2020, the time restriction has not been met,
and the Company believes it is not probable that the put will be redeemed. As such, the redeemable noncontrolling
interest is measured at the initial carrying value plus net income (loss) attributable to the noncontrolling interest and is not
adjusted to fair value.
The following table presents changes in Redeemable noncontrolling interest:
thousands
Balance as of December 31, 2019
Reclassification of redeemable noncontrolling interest to temporary equity
Net income (loss) attributable to noncontrolling interest
Share of investee's other comprehensive income
Balance as of December 31, 2020
Redeemable
Noncontrolling Interest
$
$
—
6,091
22,881
142
29,114
Upon execution of the Venture in the second quarter of 2018, the Company contributed land with a carrying value of $33.6
million and an agreed upon fair value of $85.0 million, the local developer contributed $5.0 million in cash and USAA
contributed $64.0 million in cash. USAA was required to fund up to $105.6 million in addition to its initial contribution. HHC
and the local developer also had additional cash funding requirements and contributed $9.8 million and $1.1 million,
respectively, during 2018. The Company and its Partners entered into a construction loan agreement further described in
Note 7 - Mortgages, Notes and Loans Payable, Net. Any further cash funding requirements by the Partnership were
eliminated when the construction loan increased on May 23, 2019. Concurrently with the increase in the construction loan,
USAA agreed to fund an additional $8.8 million, for a total commitment of $178.4 million. No changes were made to the
rights of either the Company or the Partners under the construction loan agreement.
The Company concluded that the Venture was within the scope of the VIE model, and that it was the primary beneficiary
of the Venture during the development phase of the project because it had the power to direct activities that most
significantly impact the Venture’s economic performance, however, upon the building’s completion, the Company
expected to recognize the investment under the equity method. As the primary beneficiary of the VIE during the
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development phase, the Company has consolidated 110 North Wacker and its underlying entities since the second quarter
of 2018. During the third quarter of 2020, 110 North Wacker was completed and placed in service, triggering a
reconsideration event. Upon development completion, the Company concluded it is no longer the primary beneficiary and
as such, should no longer consolidate the Venture. As there have been no changes to the structure and control of the
Partnership with the local developer, the Company will continue to consolidate the Partnership.
As of September 30, 2020, the Company derecognized all assets, liabilities and noncontrolling interest related to the
Venture that were previously consolidated and recognized an equity method investment of $273.6 million based on the fair
value of its interest in 110 North Wacker. The Company recognized a gain of $267.5 million attributable to the initial fair
value step-up at the time of deconsolidation, which is included in Equity in earnings (losses) from real estate and other
affiliates on the Consolidated Statements of Operations and reported in the Strategic Developments segment for the year
ended December 31, 2020. The Company utilized a third-party appraiser to measure the fair value of 110 North Wacker
on an as-is basis at September 30, 2020, using the discounted cash flow approach and sales comparison approach,
based on current market assumptions. Also as a result of the deconsolidation, the Company recognized an additional
$15.4 million attributable to the recognition of previously eliminated development management fees, which is included in
Other land, rental and property revenues on the Consolidated Statements of Operations and reported in the Strategic
Developments segment for the year ended December 31, 2020. As 110 North Wacker has now been placed in service, the
equity method investment was transferred from the Strategic Development segment to the Operating Asset segment.
Given the nature of the Venture’s capital structure and the provisions for the liquidation of assets, the Company’s share of
the Venture’s income-producing activities is recognized based on the Hypothetical Liquidation at Book Value (HLBV)
method. Under this method, the Company recognizes income or loss in Equity in earnings from real estate and other
affiliates based on the change in its underlying share of the Venture’s net assets on a hypothetical liquidation basis as of
the reporting date. After USAA receives a 9.0% preferred return on its capital contribution, the Partnership is entitled to
cash distributions from the Venture until it receives a 9.0% return on its capital account, calculated as the initial land
contribution of $85.0 million and cash contribution of $5.0 million, plus subsequent cash contributions and less subsequent
cash distributions. Subsequently, USAA is entitled to cash distributions equal to 11.11% of the amount distributed to the
Partnership that resulted in a 9.0% return. Thereafter, the Partnership and USAA are entitled to distributions pari passu to
their profit ownership interests of 90% and 10%, respectively.
As of December 31, 2019, when the Venture was a consolidated VIE, the carrying value of the assets associated with the
operations of the Venture was $393.3 million and the carrying value of the related liabilities was $186.5 million. The assets
of the Venture were restricted for use only by the Venture and were not available for the Company’s general operations.
Bar Wayō During the first quarter of 2016, the Company formed Pier 17 Restaurant C101, LLC (Bar Wayō) with
MomoPier, LLC (Momofuku), an affiliate of the Momofuku restaurant group, to construct and operate a restaurant and bar
at Pier 17 in the Seaport District. Under the terms of the agreement, the Company will fund 89.75% of the costs to
construct the restaurant, and Momofuku will contribute the remaining 10.25%.
As of December 31, 2020 and 2019, Bar Wayō is classified as a VIE because the equity holders, as a group, lack the
characteristics of a controlling financial interest. The carrying value of Bar Wayō as of December 31, 2020, is $7.1 million
and is classified as Investments in real estate and other affiliates in the Consolidated Balance Sheets. The Company’s
maximum exposure to loss as a result of these investments is limited to the aggregate carrying value of the investments
as the Company has not provided any guarantees or otherwise made firm commitments to fund amounts on behalf of this
VIE.
After each member receives a 10.0% preferred return on its capital contributions, available cash will be allocated 75.0% to
the Company and 25.0% to Momofuku, until each member’s unreturned capital account has been reduced to zero. Any
remaining cash will be distributed 50% to each of the members. Given the nature of the Bar Wayō’s capital structure and
the provisions for the liquidation of assets, the Company’s share of the Bar Wayō’s income-producing activities is
recognized based on the HLBV method.
The Summit During the first quarter of 2015, the Company formed DLV/HHPI Summerlin, LLC (The Summit) with
Discovery Land Company (Discovery). The Company contributed land with a carrying value of $13.4 million and
transferred SID bonds related to such land with a carrying value of $1.3 million to The Summit at the agreed upon capital
contribution value of $125.4 million, or $226,000 per acre. Discovery is required to fund up to a maximum of $30.0 million
of cash as their capital contribution, and the Company has no further capital obligations. The gains on the contributed land
are recognized in Equity in earnings from real estate and other affiliates as The Summit sells lots.
After the Company receives its capital contribution of $125.4 million and a 5.0% preferred return on such capital
contribution, Discovery is entitled to cash distributions until it has received two times its equity contribution. Any further
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cash distributions are shared equally. Given the nature of The Summit’s capital structure and the provisions for the
liquidation of assets, the Company’s share of The Summit’s income-producing activities is recognized based on the HLBV
method.
Summarized Financial Information The following tables include relevant summarized financial statement information for
all equity method investments as of December 31:
thousands
Balance Sheet
2020
Total Assets
Total Liabilities
Total Equity
2019
Total Assets
Total Liabilities
Total Equity
Income Statement
2020
Revenues
Gross Margin
Operating Income
Net income (loss)
2019
Revenues
Gross Margin
Operating Income
Net income (loss)
2018
Revenues
Gross Margin
Operating Income
Net income (loss)
The Summit (a)(b)
110 North Wacker (c) Other Investments (d)
$
$
$
$
$
306,541 $
634,274 $
207,152
99,389
221,277 $
136,314
84,963
147,680 $
27,064
n/a
20,426
120,337 $
32,205
n/a
26,298
102,559 $
42,338
n/a
36,697
415,452
218,822
— $
—
—
5,333 $
n/a
(3,148)
(8,236)
— $
n/a
—
—
— $
n/a
—
—
247,742
166,418
81,324
324,926
208,991
115,935
36,450
n/a
17,100
11,220
42,778
n/a
16,085
5,162
36,613
n/a
14,495
6,250
(a) The Summit adopted ASU 2014-09, Revenues from Contracts with Customers (Topic 606) effective in the fourth quarter of
2019 using the modified retrospective transition method. Therefore, for 2019, revenues allocated to each of The Summit’s
performance obligations is recognized over time based on an input measure of progress. Prior period amounts have not
been adjusted and are recognized on a percentage of completion basis. The Summit’s adoption of ASU 2014-09 did not
have a material impact on the Company’s consolidated financial statements.
(b) The decrease in gross margin for The Summit from 2018 to 2020 is primarily due to the mix of product sold in each year.
Home sales, which has a lower margin than lot sales, comprised a higher percentage of revenues in both 2020 and 2019,
when compared to each prior year period. Additionally, gross margin decreased from 2019 to 2020 due to an increase in
projected amenity costs.
(c) The income statement amounts for 110 North Wacker only include activity for the three months ended December 31, 2020,
to correspond with the period it was accounted for under the equity method. The loss for that period is the result of the asset
still being in the lease-up period.
(d) Other Investments includes The Metropolitan Downtown Columbia, Stewart Title, Woodlands Sarofim #1, m.flats / TEN.M,
Bar Wayō, Mr. C Seaport, Circle T Ranch and Power, HHMK Development and KR Holdings. As the Company sold its
interests Mr. C Seaport and Circle T Ranch and Power in 2020, the income statement amounts only include activity through
the date of sale and the balance sheet amounts do not include balances for these assets as of December 31, 2020.
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Previously Consolidated VIEs As of December 31, 2018, the Company was the primary beneficiary of Bridges at Mint
Hill and the Ke Kilohana, Anaha, Waiea and Ae‘o Associations of Unit Owners (AOUO), none of which were related
parties, and consolidated these entities in its financial statements. The Company deconsolidated the Ke Kilohana, Anaha,
Waiea and Ae‘o AOUOs during the year ended December 31, 2019, as the Company no longer controlled these entities
and as such, the entities no longer met the definition of a VIE. The Company sold Bridges at Mint Hill in December 2019.
See Note 3 - Acquisitions and Dispositions for additional information.
3. Acquisitions and Dispositions
Acquisitions There were no acquisitions during 2020. On December 30, 2019, the Company acquired two Class AAA
office towers, consisting of 1,401,611 square feet, which it has rebranded as The Woodlands Towers at The Waterway, a
125,801 square feet warehouse space and 9.3 acres of land in The Woodlands, TX for $565.0 million plus Leasing
commission of $19.3 million for a total of $584.3 million in an asset acquisition. The transaction also included the
acquisition of Century Park, a 63-acre, 1,302,597 square foot campus with 17 office buildings in the West Houston Energy
Corridor. The Company has leased 100% of the 805,993 square foot tower and 125,801 square foot warehouse to
Occidental Petroleum Corporation, the current tenant, for 13 years and is re-marketing Century Park. During 2020, the
Company relocated its Dallas corporate headquarters into part of the 595,618 square foot tower in The Woodlands and
will lease the remaining space. The following table summarizes the accounting of the purchase price using the income
approach:
Asset Acquisition Date Fair Value
thousands
Building
Tenant improvements
In-place leases
Land
Leasing commission
Site Improvements
Legal and marketing costs
Total (a)
The Woodlands
Towers at The
Waterway
The
Woodlands
Warehouse
Waterway
Land
Century Park
Total
$
$
377,308 $
58,869
49,511
11,044
18,599
1,384
16
516,731 $
4,198 $
—
1,410
4,480
720
190
3
11,001 $
— $
—
—
11,511
—
—
—
11,511 $
24,585 $
—
—
19,816
—
667
—
45,068 $
406,091
58,869
50,921
46,851
19,319
2,241
19
584,311
(a) Total is inclusive of the asset acquisition price as well as leasing commission paid at closing.
On September 7, 2018, the Company acquired Lakefront North, two Class-A office buildings previously occupied by CB&I
and immediately adjacent to the Hughes Landing development. The Company purchased the four- and six-story buildings,
totaling approximately 258,000 rentable square feet, as well as 12.9 acres of land for $53.0 million.
On June 8, 2018, the Company acquired the property at 250 Water Street, an approximately one-acre parking lot in the
Seaport District. The Company purchased the site for $180.0 million plus closing costs, consisting of an initial payment of
$53.1 million and a $129.7 million note payable. At acquisition, the loan had an initial interest-free term of six months with
an initial maturity date of December 8, 2018, and three, six-month extension options at a rate of 6.00%. Please refer to
Note 7 - Mortgages, Notes and Loans Payable, Net for details of the extinguishment of this debt and the new debt facility
subsequently entered into.
Dispositions
On December 18, 2020, the Company completed the sale to its joint venture partner of its 50% equity method investment
in Circle T Ranch and Power Center, a joint venture with Westlake Retail Associates for $13.0 million. The carrying value
of the asset at the time of sale was approximately $11.9 million and the Company recognized a gain on sale of $1.1 million
which is included in Equity in earnings (losses) from real estate and other affiliates on the Consolidated Statements of
Operations.
On November 20, 2020, the Company completed the sale of its Elk Grove asset, a 64-acre land parcel in the City of Elk
Grove, California, for $24.6 million. The carrying value of the asset at the time of sale was approximately $10.8 million and
the Company recognized a gain on sale of $13.7 million which is included in Gain (loss) on sale or disposal of real estate
and other assets, net on the Consolidated Statements of Operations.
On July 16, 2020, the Company completed the sale to its joint venture partner of its 35% equity investment in Mr. C
Seaport, a 66-room boutique hotel located at 33 Peck Slip, New York, in close proximity to the Seaport District, for
HHC 2020 FORM 10-K | 95
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
$0.8 million. The carrying value at the time of sale approximated the sales price. Refer to Note 2 - Real Estate and Other
Affiliates and Note 4 - Impairment for additional information.
On June 29, 2020, the Company entered into an agreement terminating a participation right contained in the contract for
the sale of West Windsor that occurred in October 2019, as discussed below. As consideration, the Company received an
$8.0 million termination payment in 2020, which is included in Gain (loss) on sale or disposal of real estate and other
assets, net on the Consolidated Statements of Operations for the year ended December 31, 2020.
On March 13, 2020, the Company closed on the sale of its property at 100 Fellowship Drive, a 13.5-acre land parcel and
203,257-square-foot build-to-suit medical building with approximately 550 surface parking spaces in The Woodlands,
Texas, for a total sales price of $115.0 million. The sale of 100 Fellowship Drive resulted in an additional gain of
$38.3 million in the first quarter of 2020, which is included in Gain (loss) on sale or disposal of real estate and other
assets, net on the Consolidated Statements of Operations. This gain was in addition to $13.5 million of Selling profit from
the sales-type lease recognized on the Consolidated Statements of Operations as of December 31,2019. The Company
had previously entered into a lease agreement related to this property in November of 2019, and at lease commencement,
the Company derecognized $63.7 million from Developments and recorded an initial net investment in lease receivable of
$75.9 million on the Consolidated Balance Sheets
The carrying value of the net investment in lease receivable was approximately $76.1 million at the time of sale. Gain on
sale is calculated as the difference between the purchase price of $115.0 million, and the asset’s carrying value, less
related transaction costs of approximately $0.2 million. Contemporaneous with the sale, the Company credited to the
buyer approximately $0.6 million for operating account funds and the buyer’s assumption of the related liabilities. After the
sale, the Company had no continuing involvement in this lease. After repayment of debt associated with the property, the
sale generated approximately $64.2 million in net proceeds, which are presented as cash inflows from operating activities
in the Consolidated Statements of Cash Flows for the year ended December 31, 2020.
On December 20, 2019, the Company sold its 90.5% share in Bridges at Mint Hill, a joint venture to develop a shopping
center southeast of Charlotte, North Carolina, for $9.5 million. Prior to the sale, the Company accounted for its investment
in Bridges at Mint Hill, which was in the Strategic Developments segment, as a consolidated joint venture. The carrying
value of assets acquired by the purchaser and deconsolidated from the Company’s financial statements total $22.0
million; liabilities assumed and deconsolidated were not meaningful; and noncontrolling interest deconsolidated from the
Company’s financial statements totaled $3.8 million. The Company recognized a pre-tax loss of $8.8 million which is
included in Gain (loss) on sale or disposal of real estate and other assets, net on the Consolidated Statements of
Operations.
On October 29, 2019, the Company closed on the sale of West Windsor, a 658-acre parcel of land located in West
Windsor, New Jersey, for $40.0 million. The carrying value of assets acquired by the purchaser total $27.5 million; no
liabilities were assumed. As a result of the sale, the Company recorded a $12.0 million pre-tax gain which is included in
Gain (loss) on sale or disposal of real estate and other assets, net on the Consolidated Statements of Operations.
On September 16, 2019, the Company closed on the sale of Cottonwood Mall, a 196,975 square foot building and 54-acre
land parcel in Holladay, Utah. The Company sold the asset for a total sales price of $46.0 million, resulting in a pre-tax
gain of $24.1 million which is included in Gain (loss) on sale or disposal of real estate and other assets, net on the
Consolidated Statements of Operations. The carrying value of assets acquired by the purchaser total $21.5 million; no
liabilities were assumed. As consideration, the Company received a $10.0 million down payment from the purchaser and
recorded a $36.0 million note receivable for the remainder at time of sale. The receivable was subsequently collected
during the year ended December 31, 2020.
HHC 2020 FORM 10-K | 96
FINANCIAL STATEMENTS
FOOTNOTES
4. Impairment
Table of Contents
Index to Financial Statements
The Company reviews its long-lived assets for potential impairment indicators whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. Impairment or disposal of long‑lived assets in
accordance with ASC 360 requires that if impairment indicators exist and expected undiscounted cash flows generated by
the asset over an anticipated holding period are less than its carrying amount, an impairment provision should be
recorded to write down the carrying amount of the asset 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.
During the first quarter of 2020, the Company recorded a $48.7 million impairment charge for Outlet Collection at
Riverwalk, a 273,270-square-foot urban upscale outlet center located along the Mississippi River in downtown New
Orleans, LA. The Company recognized the impairment due to decreases in estimated future cash flows as a result of the
impact of a shorter than anticipated holding term due to management’s plans to divest the non-core operating asset,
decreased demand and reduced interest in brick and mortar retail due to the impact of COVID-19, as well as an increase
in the capitalization rate used to evaluate future cash flows due to the impact of COVID-19. The $46.8 million net carrying
value of Outlet Collection at Riverwalk, after the impairment, represents the estimated fair market value at March 31,
2020, at the time of the impairment assessment. The Company used a discounted cash flow analysis using a
capitalization rate of 10% to determine fair value. There can be no assurance that the Company will ultimately recover this
amount through a sale.
Each investment in real estate and other affiliates discussed in Note 2 - Real Estate and Other Affiliates is evaluated
periodically for recoverability and valuation declines that are other-than-temporary. If the decrease in value of an
investment in a real estate and other affiliate is deemed to be other-than-temporary, the investment in such real estate and
other affiliates is reduced to its estimated fair value. During the three months ended June 30, 2020, the Company
recorded a $6.0 million impairment of its equity investment in Mr. C Seaport, a 66-room boutique hotel located at 33 Peck
Slip in close proximity to the Seaport District. The Company recognized the impairment due to a change in the anticipated
holding period as the Company entered into a plan to sell its 35% equity investment in Mr. C Seaport to its venture
partners for $0.8 million. In July 2020, the Company completed the sale of its interest in Mr. C Seaport. See Note 3 -
Acquisitions and Dispositions for additional details regarding the sale. The impairment loss is presented in Equity in
earnings (losses) from real estate and other affiliates. No impairment charges were recorded for the Investments in real
estate and other affiliates during the year ended December 31, 2019.
The Company periodically evaluates strategic alternatives with respect to each property and may revise the strategy from
time to time, including the intent to hold the asset on a long-term basis or the timing of potential asset dispositions. For
example, the Company 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.
In addition to the impairments discussed above, during 2020, the Company reduced the estimated net sales price of
certain condominium units, including the remaining penthouse inventory, to better align the expected price with recent final
sales prices, resulting in a loss of $7.6 million included in Condominium rights and unit cost of sales for the year ended
December 31, 2020.
The following table summarizes the pre-tax impacts of the items mentioned above to the Consolidated Statements of
Operations:
thousands
Operating assets:
Statements of Operations Line Item
Outlet Collection at Riverwalk
Provision for impairment
Equity Investments:
Mr. C Seaport
Other Assets:
Equity in earnings (losses) from real estate and other affiliates
Condominium Inventory
Condominium rights and unit sales
December 31,
2020
$
$
$
48,738
6,000
7,644
HHC 2020 FORM 10-K | 97
FINANCIAL STATEMENTS
FOOTNOTES
5. Other Assets and Liabilities
Table of Contents
Index to Financial Statements
Prepaid Expenses and Other Assets The following table summarizes the significant components of Prepaid expenses
and other assets as of December 31:
thousands
Straight-line rent
Condominium inventory
Special Improvement District receivable (a)
In-place leases (b)
Security, escrow and other deposits (c)
Intangibles
Prepaid expenses (d)
Other
Tenant incentives and other receivables
Food and beverage and lifestyle inventory
TIF receivable
Above-market tenant leases
Federal income tax receivable
2020
2019
$ Change
$
59,289 $
56,223 $
55,883
54,770
49,161
48,576
32,595
17,455
11,781
9,612
1,060
893
315
—
56,421
42,996
54,471
17,464
33,275
13,263
9,252
7,556
4,310
3,931
556
655
3,066
(538)
11,774
(5,310)
31,112
(680)
4,192
2,529
2,056
(3,250)
(3,038)
(241)
(655)
Prepaid expenses and other assets, net
$
341,390 $
300,373 $
41,017
(a) Proceeds from SID bonds are held in escrow by a third-party and are used to reimburse the Company for a portion of the
development costs. The increase in Special Improvement District receivable is primarily attributable to a third quarter 2020
SID Bond issuance in Summerlin.
(b) The decrease in In-place leases is primarily attributable to routine amortization.
(c) The increase in Security, escrow and other deposits is primarily attributable to rate-lock and security deposits for The
Woodlands Towers at the Waterway.
(d) The increase in Prepaid expenses is mainly due to the timing of insurance and property tax prepayments, as well as assets
being place into service.
Accounts Payable and Accrued Expenses The following table summarizes the significant components of Accounts
payable and accrued expenses as of December 31:
thousands
Condominium deposit liabilities (a)
Construction payables (b)
Deferred income
Interest rate swap liabilities (c)
Accrued real estate taxes (d)
Accrued interest (e)
Accounts payable and accrued expenses
Accrued payroll and other employee liabilities (f)
Tenant and other deposits
Other
2020
2019
$ Change
$
309,884 $
194,794 $
115,090
253,626
261,523
66,656
51,920
38,863
37,007
28,589
27,419
25,801
12,493
63,483
40,135
27,559
23,838
37,480
44,082
24,080
16,173
(7,897)
3,173
11,785
11,304
13,169
(8,891)
(16,663)
1,721
(3,680)
Accounts payable and accrued expenses
$
852,258 $
733,147 $
119,111
(a) The increase in Condominium deposit liabilities is primarily due to the increase in contracted condominium unit sales at
Victoria Place, Kō'ula and ‘A‘ali‘i.
(b) The decrease in Construction payables is primarily attributable to a decrease of $39.5 million related to the deconsolidation
of 110 North Wacker in the third quarter of 2020 (see Note 2 - Real Estate and Other Affiliates for details) as well as a
reduction in construction spend of $63.3 million primarily due to placing a number of assets into service in 2020 and several
projects approaching completion. These decreases were partially offset by an increase of $97.9 million related to a charge
for repairs and remediation on certain alleged construction defects at the Waiea condominium tower in the first quarter of
2020 (see Note 10 - Commitments and Contingencies for details).
(c) The increase in Interest rate swap liabilities is due to a decrease of the one-month London Interbank Offered Rate (LIBOR)
forward curve for the period presented, partially offset by a decrease of $15.2 million related to the deconsolidation of 110
North Wacker.
HHC 2020 FORM 10-K | 98
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
(d) The increase in Accrued real estate taxes is primarily related to the acquisition of The Woodlands Towers at the Waterway at
the end of 2019 and new assets placed in service in 2020.
(e) The increase in Accrued interest was primarily related to new loan agreements entered into in 2020.
(f) The decrease in Accrued payroll and other employee liabilities is primarily due to relocation, retention and severance
expenses related to the corporate restructuring that were accrued in 2019 and paid in 2020.
6. Intangibles
The following table summarizes the Company’s intangible assets and liabilities:
As of December 31, 2020
As of December 31, 2019
Gross
Asset
(Liability)
Accumulated
(Amortization)
/ Accretion
Net
Carrying
Amount
Gross
Asset
(Liability)
Accumulated
(Amortization)
/ Accretion
Net
Carrying
Amount
thousands
Intangible Assets:
Indefinite lived intangibles
$ 25,028 $
— $
25,028 $ 25,028 $
— $
25,028
Goodwill
Other intangibles
Tenant leases:
In-place value
Above-market
Below-market
1,307
9,251
63,584
1,985
—
(2,991)
1,307
6,260
1,307
10,278
—
(3,338)
1,307
6,940
(14,423)
49,161
(1,670)
315
66,606
2,247
(12,135)
54,471
(1,691)
556
(4,839)
3,198
(1,641)
(7,008)
4,912
(2,096)
Total indefinite lived intangibles
Total amortizing intangibles
$
$
26,335
54,095
$
$
26,335
59,871
The tenant in-place, above-market and below-market lease intangible assets and the below-market ground lease
intangible assets resulted from real estate acquisitions. The in‑place value and above-market value of tenant leases are
included in Prepaid expenses and other assets, net and are amortized over periods that approximate the related lease
terms. The below‑market tenant leases are included in Accounts payable and accrued expenses and are amortized over
the remaining non‑cancelable terms of the respective leases. See Note 5 - Other Assets and Liabilities for additional
information regarding Prepaid expenses and other assets, net and Accounts payable and accrued expenses.
Net amortization and accretion expense for these intangible assets and liabilities was $5.8 million in 2020, $2.1 million in
2019 and $6.0 million in 2018.
Future net amortization and accretion expense is estimated as shown below:
thousands
Net amortization and accretion expense
2021
2022
2023
2024
Thereafter
$
5,287 $
4,901 $
4,481 $
4,485 $
34,941
HHC 2020 FORM 10-K | 99
750,000
22,750
67,500
63,500
30,640
9,360
556,166
(67,500)
(63,500)
(60,766)
(30,557)
(49,978)
(5,499)
(5,395)
(255,297)
(40,062)
(250,000)
(50,000)
(50,000)
(32,803)
(20,055)
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
7. Mortgages, Notes and Loans Payable, Net
Financing Activity The Company’s borrowing activity is summarized as follows:
thousands
Balance at December 31, 2019
Issuances:
Initial / Extended Maturity (a)
Interest Rate
Carrying Value
4,096,470
$
Senior Notes due 2028
Special Improvement District bonds
August 2028
October 2049
Borrowings:
Revolver Loan
9950 Woodloch Forest Drive
A’eo Retail
Ke Kilohana Retail
Draws on existing mortgages, notes and loans
payable
September 2023
March 2025
October 2025
October 2025
5.38% (c)
6.00%
1.79% (b)
2.09% (b),(d)
2.90% (b)
2.90% (b)
September 2023
June 2020/June 2021
September 2020
October 2020/October 2021
May 2022
December 2021/December 2022
December 2021/December 2022
June 2023
December 2022/December 2023
June 2024
October 2022/October 2024
October 2022/October 2024
October 2022/October 2025
1.79% (b),(c)
3.68% (b),(d)
4.33% (b),(c)
4.23% (b),(c)
3.23% (b)
4.33% (b),(c)
4.33% (b),(c)
3.88% (b),(c),(e)
3.73% (b),(c)
6.10% (c)
4.23% (b),(c)
4.23% (b),(c)
4.25% (b),(c)
Repayments:
Revolver Loan
The Woodlands Towers at the Waterway
Three Hughes Landing
Two Merriweather
100 Fellowship Drive
HHC 242 Self-Storage
HHC 2978 Self-Storage
Downtown Summerlin
Lakefront North
Seaport District
Bridgeland Credit Facility
The Woodlands Master Credit Facility
Two Summerlin
Repayments on existing mortgages, notes
and loans payable
Other:
Special Improvement District bond
assumptions
Deconsolidation of 110 North Wacker
Deferred financing costs, net
Balance at December 31, 2020
December 2020/October 2049
April 2022/April 2024
5.00% -
6.00%
4.73% (b),(f)
(10,122)
(326,835)
9,352
4,287,369
$
(a) Maturity dates presented represent initial maturity dates and the extended or final maturity dates as contractually stated. HHC has
the option to exercise extension periods at the initial maturity date, subject to extension terms that are based on current property
performance projections. Extension terms may include minimum debt service coverage, minimum occupancy levels or
condominium sales levels, as applicable and other performance criteria. In certain cases, due to property performance not meeting
covenants, HHC may have to pay down a portion of the loan to obtain the extension.
(b) The interest rate presented is based on the one-month LIBOR, three-month LIBOR or Prime rate, as applicable, which was 0.14%,
0.24% and 3.25%, respectively, at December 31, 2020. Interest rates associated with loans which have been paid off reflect the
interest rate at December 31, 2019.
(c) On August 18, 2020, the Company issued $750 million in senior notes due August 2028 (the Senior Notes due 2028), which will pay
interest semi-annually at a rate of 5.375% per annum payable on August 1st and February 1st of each year, beginning on February
1, 2021. The Senior Notes due 2028 will be unsecured senior obligations of the Company and will be guaranteed by certain
subsidiaries of the Company. The Company used the net proceeds from this issuance, together with cash on hand, for the
repayment of existing indebtedness of approximately $807.9 million and recorded a loss on extinguishment of debt of approximately
$13.2 million.
(d) On March 26, 2020, the Company closed on a partial refinance of the bridge loan for The Woodlands Towers at the Waterway and
The Woodlands Warehouse for $137.0 million. In conjunction with the partial refinance, the original loan was paid down by
$63.5 million and 9950 Woodloch Forest Drive tower was split into a new loan.
(e) On June 22, 2020, the Company modified the existing Downtown Summerlin loan, extending the financing by three years to
June 22, 2023 at a rate of LIBOR plus 2.15% in exchange for a pay-down of $33.8 million to a total commitment of $221.5 million.
(f) As of September 30, 2020, the Company derecognized a $326.8 million balance on 110 North Wacker’s variable-rate debt that was
subject to interest rate collars. Refer to Note 2 - Real Estate and Other Affiliates for additional information.
HHC 2020 FORM 10-K | 100
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
Additional Financing Activity in 2020 On January 7, 2020, the Company closed on a $43.4 million construction loan for
the development of Creekside Park The Grove. The loan bears interest at LIBOR plus 1.75% with an initial maturity date
of January 7, 2024, and a one-year extension option.
On March 5, 2020, the Company modified and extended the $61.2 million loan for Three Hughes Landing. The new
$61.0 million loan bears interest at one-month LIBOR plus 2.60%, with a maturity of September 5, 2020, at which point the
Company has the option to extend the Three Hughes Landing loan for an additional 12 months.
On March 27, 2020, the Company closed on a $356.8 million construction loan for the development of Kō'ula. The loan
bears interest at LIBOR plus 3.00% with an initial maturity date of March 27, 2023, and a one-year extension option.
On May 20, 2020, the Company extended the remaining $280.3 million of the bridge loan for The Woodlands Towers at
the Waterway and The Woodlands Warehouse for six months at LIBOR plus 2.35%, with an option for an additional six-
month extension at LIBOR plus 2.90%, extending the final maturity to June 30, 2021.
Financing Activity in 2021 On February 2, 2021, the Company issued $650 million in 4.125% senior notes due 2029
(the 2029 Notes) and $650 million in 4.375% senior notes due 2031 (the 2031 notes, and together with the 2029 Notes,
the Notes). The Notes will pay interest semi-annually on February 1 and August 1 of each year, beginning on August 1,
2021. The Notes will be unsecured senior obligations of the Company and will be guaranteed by certain subsidiaries of
the Company.
The Company will use the net proceeds from the offering, as well as available cash on hand, to repurchase all of its
$1 billion 5.375% senior notes due 2025, plus any accrued and unpaid interest, pursuant to a tender offer announced in
January 2021; repay all of the approximately $280 million outstanding under its loans for 1201 Lake Robbins and The
Woodlands Warehouse maturing June 2021; and pay all premiums, fees and expenses related to the foregoing. On
February 2, 2021, the Company repurchased $512.5 million of its $1 billion 5.375% senior notes and intends to
repurchase the remainder of these notes on March 15, 2021. In February 2021, the Company repaid all of the
approximately $280 million outstanding under its loans for 1201 Lake Robbins and The Woodlands Warehouse maturing
June 2021.
Mortgages, Notes and Loans Payable Mortgages, notes and loans payable, net are summarized as follows:
thousands
Fixed-rate debt:
Unsecured 5.375% Senior Notes due 2025
Unsecured 5.375% Senior Notes due 2028
Secured mortgages, notes and loans payable
Special Improvement District bonds
Variable-rate debt:
Mortgages, notes and loans payable (a)
Unamortized bond issuance costs
Unamortized deferred financing costs (b)
Total mortgages, notes and loans payable, net
December 31,
2020
2019
$ 1,000,000 $ 1,000,000
—
884,935
23,725
750,000
590,517
34,305
1,945,344
2,229,958
(5,249)
(36,899)
$ 4,287,369 $ 4,096,470
(4,355)
(28,442)
(a) As of December 31, 2020, $649.9 million of variable-rate debt has been swapped to a fixed rate for the term of the related
debt. As of December 31, 2019, $630.1 million of variable-rate debt has been swapped to a fixed rate for the term of the
related debt and an additional $184.3 million of variable-rate debt was subject to interest rate collars. As of both
December 31, 2020, and December 31, 2019, $75.0 million of variable-rate debt was capped at a maximum interest rate.
See Note 9 - Derivative Instruments and Hedging Activities for additional information.
(b) 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).
Senior Secured Credit Facility On September 18, 2018, certain wholly-owned subsidiaries of the Company entered into
a $700.0 million loan agreement, which provides for a $615.0 million term loan (the Term Loan) and an $85.0 million
revolver loan (the Revolver Loan and together with the Term Loan, the Senior Secured Credit Facility or the Loans). The
Loans bear interest at one-month LIBOR plus 1.65% and mature September 18, 2023. The Borrowers have a one-time
right to request an increase of $50.0 million in the aggregate amount of the Revolver Loan commitment. Concurrent with
the funding of the Term Loan on September 21, 2018, the Company entered into a swap agreement to fix 100% of the
outstanding principal of the Term Loan to an overall rate equal to 4.61%. As of December 31, 2020, the Company had no
outstanding borrowings under the Revolver Loan.
HHC 2020 FORM 10-K | 101
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
The Loans are secured by a first priority security interest in certain of the Company’s properties. In connection with the
Loans, the Company provided the administrative agent, on behalf of the lenders, a non-recourse carve-out guarantee and
a hazardous materials indemnity agreement.
The Woodlands and Bridgeland Credit Facility On October 17, 2019, the Company closed on a $250.0 million credit
facility secured by land and certain other collateral in The Woodlands and Bridgeland MPCs. The loan provides for a
$100.0 million term loan and a $150.0 million revolver loan. The loan bears interest at one-month LIBOR plus 2.50% with
an initial maturity of October 17, 2022 and two one-year extension options. As of December 31, 2020, the Company had
$50.0 million of outstanding borrowings under the revolver portion of the loan.
Special Improvement District Bonds The Summerlin MPC uses SID bonds to finance certain common infrastructure
improvements. These bonds are issued by the municipalities and 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 the Company 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 MPC 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 the Company previously paid with respect to such
proportionate share of the bond. For the year ended December 31, 2020, one new SID bond was issued and obligations
of $10.1 million were assumed by buyers.
Debt Compliance
Quarter-ended March 31, 2020:
–
There were no instances of non-compliance.
Quarter-ended June 30, 2020:
– During the second quarter of 2020, the COVID-19 pandemic necessitated temporary closure of some of the
Company’s Operating Assets, primarily retail and hospitality properties. As a result of the decline in interim
operating results for certain of these properties, as of June 30, 2020, the Company did not meet the debt service
coverage ratio required to maintain the outstanding Senior Secured Credit Facility Revolver Loan balance of
$61.3 million. The Company cured this failure with the repayment of the Revolver Loan in August 2020.
As of June 30, 2020, the Company did not meet the debt service coverage ratios for two loan agreements related
to the Self-Storage Operating Assets. Both loans, which totaled $10.9 million, were fully repaid in August 2020.
As of June 30, 2020, the Company did not meet a semi-annual operating covenant within the $62.5 million loan
for The Woodlands Resort and Conference Center and subsequently completed a modification of the loan terms
with the lender to receive a waiver of the $24.1 million repayment to cure. As part of the modification, the loan
balance became fully recourse to The Woodlands Land Development Company.
–
–
Quarter-ended September 30, 2020:
–
As of September 30, 2020, the Company did not meet the debt service coverage ratio for the $615.0 million Term
Loan portion of the Senior Secured Credit Facility and as a result, the Company subsequently completed a
modification of the loan terms which resolved the failure.
Quarter-ended December 31, 2020:
–
As of December 31, 2020, the Company did not meet the debt service coverage ratio for the $615.0 million Term
Loan portion of the Senior Secured Credit Facility and as a result, the excess net cash flow after debt service
from the underlying properties became restricted. The restricted cash cannot be used for general corporate
purposes but can continue to be used to fund operations of the underlying assets.
Other than disclosed above, as of December 31, 2020, the Company was in compliance with all financial covenants
included in the agreements governing its indebtedness.
HHC 2020 FORM 10-K | 102
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
Mortgages, Notes, and Loans Payable Balances by Property The following table presents the Company’s mortgages,
notes and loans payable by property, presented within each segment in order of extended maturity date:
thousands
Operating Assets
Initial / Extended Maturity (a)
Interest Rate
2020
2019
Carrying Value
December 31,
March 2020
Three Hughes Landing
The Woodlands Towers at the Waterway June 2020
June 2021
1201 Lake Robbins
June 2021
The Woodlands Warehouse
September 2020 / September 2021
Downtown Summerlin
October 2020 / October 2021
Two Merriweather
October 2021
Outlet Collection at Riverwalk
May 2022
100 Fellowship Drive
May 2022
20/25 Waterway Avenue
June 2022
Millennium Waterway Apartments
December 2021 / December 2022
HHC 242 Self-Storage
December 2021 / December 2022
HHC 2978 Self-Storage
January 2023
Lake Woodlands Crossing Retail
July 2022 / July 2023
Lakeside Row
September 2023
Senior Secured Credit Facility
Two Lakes Edge
October 2022 / October 2023
The Woodlands Resort & Conference
Center
Lakefront North
9303 New Trails
4 Waterway Square
Creekside Park West
The Lane at Waterway
6100 Merriweather
Juniper Apartments
Tanager Apartments
9950 Woodloch Forest Drive
Two Summerlin
Ae‘o Retail
Ke Kilohana Retail
3831 Technology Forest Drive
Kewalo Basin Harbor
Millennium Six Pines Apartments
3 Waterway Square
One Lakes Edge
Aristocrat
Creekside Park Apartments
One Hughes Landing
Two Hughes Landing
December 2021 / December 2023
December 2022 / December 2023
December 2023
December 2023
March 2023 / March 2024
August 2023 / August 2024
September 2022 / September 2024
September 2022 / September 2024
October 2021 / October 2024
March 2025
October 2022 / October 2025
October 2025
October 2025
March 2026
September 2027
August 2028
August 2028
March 2029
September 2029
October 2029
December 2029
December 2030
Other SID Bonds
8770 New Trails
Constellation Apartments
Hughes Landing Retail
Columbia Regional Building
Las Vegas Ballpark
Operating Assets Total
Master Planned Communities
December 2030
June 2021 / January 2032
January 2033
December 2036
February 2037
December 2039
The Woodlands Master Credit Facility
Bridgeland Credit Facility
October 2022 / October 2024
October 2022 / October 2024
Summerlin South SID Bonds
June 2025 - October 2049
Master Planned Communities Total
HHC 2020 FORM 10-K | 103
$
4.33 % (b)
3.68 % (b),(c)
2.49 % (b)
2.49 % (b),(c)
3.88 % (b)
4.23 % (b)
3.50 % (b)
3.23 % (b)
4.79 %
3.75 %
4.33 % (b)
4.33 % (b)
1.94 % (b)
2.39 % (b)
4.61 % (c)
2.40 % (b)
3.00 % (b)
3.73 % (b)
4.88 %
4.88 %
2.39 % (b)
1.89 % (b),(d)
2.89 % (b)
2.89 % (b)
2.50 % (b)
2.09 % (b)
4.25 %
2.90 % (b)
2.90 % (b)
4.50 %
2.89 % (b)
3.39 %
3.94 %
4.50 %
3.67 %
3.52 %
4.30 %
4.20 %
6.00% -
6.05% (e)
4.89 % (f)
4.07 %
3.50 %
4.48 %
4.92 %
2.64 % (b),(g)
2.64 % (b),(g)
5.00% -
6.05% (h)
— $
—
273,070
7,230
—
—
28,679
—
12,855
51,946
—
—
12,329
31,566
615,000
66,198
62,500
—
10,763
31,519
14,719
22,167
62,040
65,808
39,744
71,106
—
30,532
9,327
20,686
11,562
42,500
46,224
69,440
37,093
37,730
50,815
48,000
59,822
336,570
—
7,230
259,179
28,216
30,615
47,916
13,131
53,032
5,499
5,395
12,163
23,958
615,000
38,214
62,500
32,731
11,196
32,789
8,505
1
36,418
34,610
29,165
—
33,183
—
—
21,137
11,110
42,500
47,647
69,440
38,055
37,730
52,000
48,000
2,785
35,417
24,200
34,328
24,244
48,173
2,052,295
3,441
15,124
24,200
35,000
24,664
51,231
2,338,317
75,000
75,000
107,500
107,500
31,520
181,520
20,284
235,284
FINANCIAL STATEMENTS
FOOTNOTES
thousands
Seaport District
250 Water Street
Seaport District
Seaport District Total
Strategic Developments
‘A‘ali‘i
Kō‘ula
110 North Wacker
Creekside Park The Grove
Strategic Developments Total
Senior Notes due 2025
Senior Notes due 2028
Unamortized bond issuance costs
Unamortized deferred financing costs
Initial / Extended Maturity (a)
Interest Rate
2020
2019
Table of Contents
Index to Financial Statements
Carrying Value
December 31,
November 2022 / November 2023
June 2024
3.64 % (b)
6.10 %
June 2022 / June 2023
March 2023 / March 2024
April 2022 / April 2024
January 2024 / January 2025
March 2025
August 2028
4.10 % (b)
3.14 % (b)
4.73 % (b),(i)
1.89 % (b)
5.38 %
5.38 %
100,000
—
100,000
100,000
250,000
350,000
154,601
65,282
—
16,468
236,351
1,000,000
750,000
(4,355)
(28,442)
30,717
—
184,300
—
215,017
1,000,000
—
(5,249)
(36,899)
$ 4,287,369 $ 4,096,470
Total mortgages, notes and loans payable
(a) Maturity dates presented represent initial maturity dates and the extended or final maturity dates as contractually stated.
HHC has the option to exercise extension periods at the initial maturity date, subject to extension terms that are based on
current property performance projections. Extension terms may include minimum debt service coverage, minimum
occupancy levels or condominium sales levels, as applicable and other performance criteria. In certain cases, due to
property performance not meeting covenants, HHC may have to pay down a portion of the loan to obtain the extension.
(b) The interest rate presented is based on the one-month LIBOR, three-month LIBOR or Prime rate, as applicable, which was
0.14%, 0.24% and 3.25%, respectively, at December 31, 2020. Interest rates associated with loans which have been paid off
reflect the prior year interest rate.
(c) 100.0% of the outstanding principal of the $615.0 million Term Loan is swapped to a fixed rate equal to 4.61%.
(d) Millennium Phase III Apartments was renamed to The Lane at Waterway.
(e)
Includes SID bonds related to Downtown Summerlin, Hockey Ground Lease, Two Summerlin, Tanager Apartments and Las
Vegas Ballpark.
(f) Concurrent with the closing of the $35.5 million construction loan for 8770 New Trails in 2019, the Company entered into an
interest rate swap which is designated as a cash flow hedge. The Loan bears interest at one-month LIBOR plus 2.45% but it
is currently swapped to a fixed rate equal to 4.89%.
(g) The Woodlands and Bridgeland Credit Facility is secured by land and certain other collateral in The Woodlands and
(h)
Bridgeland MPCs with a combined maximum facility amount of $250 million.
Includes SID bonds with various maturity dates ranging from June 2025 to October 2049 and interest rates ranging from
5.00% to 6.05%.
(i) As of September 30, 2020, the Company derecognized a $326.8 million balance on 110 North Wacker’s variable-rate debt
that was subject to interest rate collars. Refer to Note 2 - Real Estate and Other Affiliates for additional information.
The weighted-average interest rate on the Company’s mortgages, notes and loans payable, excluding interest rate
hedges, was 4.34% as of December 31, 2020, and 4.75% as of December 31, 2019.
HHC 2020 FORM 10-K | 104
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
HHC’s mortgages, notes and loans payable are secured by the properties listed in the table above and are non-recourse
except for the following:
thousands
Recourse to HHC
Senior Notes due 2025
Senior Notes due 2028
1201 Lake Robbins
‘A‘ali‘i
250 Water Street
Juniper Apartments
Kō‘ula
6100 Merriweather
Outlet Collection at Riverwalk
Tanager
Lakeside Row
The Woodlands Warehouse
Total recourse to HHC
Recourse to The Woodlands Land Development Company (TWLDC) (a)
The Woodlands Resort & Conference Center
Two Lake's Edge
9950 Woodloch Forest
The Lane at Waterway
Lake Woodlands Crossing Retail
Creekside Park The Grove
Creekside Park West
Total recourse to TWLDC
Total
Recourse %
Amount
100 % $
100 %
100 %
25 %
35 %
25 %
25 %
25 %
50 %
25 %
25 %
100 %
100 %
25 %
20 %
35 %
50 %
25 %
25 %
$
1,000,000
750,000
273,070
38,650
35,000
16,452
16,320
15,510
14,339
9,936
7,892
7,230
2,184,399
62,500
16,550
14,221
7,759
6,164
4,117
3,680
114,991
2,299,390
(a) This debt is partially recourse to The Woodlands Land Development Company which is a wholly owned subsidiary of HHC.
Certain of the Company’s 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. Certain mortgage notes may be prepaid subject to a prepayment
penalty equal to a yield maintenance premium, defeasance, or a percentage of the loan balance. As of December 31,
2020, land, buildings and equipment and developments with a net book value basis of $4.5 billion have been pledged as
collateral for HHC’s mortgages, notes and loans payable.
Scheduled Maturities The following table summarizes the contractual obligations relating to the Company’s mortgages,
notes and loans payable as of December 31, 2020, based on extended maturity dates:
thousands
2021
2022
2023
2024
2025
Thereafter
Total principal payments
Unamortized deferred financing and bond issuance costs
Total mortgages, notes and loans payable
$
Mortgages, notes
and loans payable
principal payments
321,712
77,689
1,091,049
430,490
1,136,625
1,262,601
4,320,166
(32,797)
$ 4,287,369
HHC 2020 FORM 10-K | 105
FINANCIAL STATEMENTS
FOOTNOTES
8. Fair Value
Table of Contents
Index to Financial Statements
ASC 820, Fair Value Measurement, emphasizes that fair value is a market-based measurement that should be
determined using assumptions market participants would use in pricing an asset or liability. The standard establishes a
hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring
assets or liabilities at fair value. Market price observability is impacted by a number of factors, including the type of
investment and the characteristics specific to the asset or liability. Assets or liabilities with readily available active quoted
prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market
price observability and a lesser degree of judgment used in measuring fair value.
The following table presents the fair value measurement hierarchy levels required under ASC 820 for the Company’s
liabilities that are measured at fair value on a recurring basis:
December 31, 2020
December 31, 2019
Fair Value Measurements Using
Fair Value Measurements Using
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
thousands
Total
Interest rate
derivative
liabilities
$ 51,920 $
— $
51,920 $
— $ 40,135 $
— $
40,135 $
—
The fair values of interest rate derivatives 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 estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis
are as follows:
thousands
Assets:
Cash and Restricted cash
Accounts receivable, net (a)
Notes receivable, net (b)
Liabilities:
Fixed-rate debt (c)
Variable-rate debt (c)
December 31, 2020
December 31, 2019
Fair Value
Hierarchy
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Level 1
Level 3
Level 3
Level 2
Level 2
$ 1,242,997 $ 1,242,997 $
620,135 $
620,135
7,437
622
7,437
622
12,279
36,379
12,279
36,379
2,374,822
1,945,344
2,461,155
1,945,344
1,908,660
2,229,958
1,949,773
2,229,958
(a) Accounts receivable, net is shown net of an allowance of $24.0 million at December 31, 2020, and $15.6 million at
December 31, 2019. Refer to Note 1 - Summary of Significant Accounting Policies for additional information on the
allowance.
(b) Notes receivable, net is shown net of an allowance of $0.2 million at December 31, 2020, and $0.2 million at December 31,
2019. Refer to Note 1 - Summary of Significant Accounting Policies for additional information on the allowance.
(c) Excludes related unamortized financing costs.
The carrying amounts of Cash and Restricted cash, Accounts receivable, net and Notes receivable, net approximate fair
value because of the short‑term maturity of these instruments.
The fair value of the Company’s Senior Notes, included in fixed-rate debt in the table above, is based upon the trade price
closest to the end of the period presented. The fair value of other fixed-rate debt in the table above was estimated based
on a discounted future cash payment model, which includes risk premiums and risk-free rates derived from the current
LIBOR or U.S. Treasury obligation interest rates. Refer to Note 7 - Mortgages, Notes and Loans Payable, Net for
additional information. The discount rates reflect the Company’s 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.
HHC 2020 FORM 10-K | 106
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
The carrying amounts for the Company’s 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 below table includes a non-financial asset that was measured at fair value on a non-recurring basis resulting in the
property being impaired during the year ended December 31, 2020:
thousands
Operating Assets:
Fair Value Measurements Using
Total Fair
Value
Measurement
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Outlet Collection at Riverwalk (a)
$
46,794 $
— $
— $
46,794
(a) The fair value was measured as of the impairment date based on a discounted cash flow analysis using a capitalization rate
of 10.0% and is shown net of transaction costs. Refer to Note 4 - Impairment for additional information.
9. Derivative Instruments and Hedging Activities
The Company is exposed to interest rate risk related to its variable interest rate debt, and it manages this risk by utilizing
interest rate derivatives. The Company uses interest rate swaps, collars and caps to add stability to interest costs by
reducing the Company’s exposure to interest rate movements. 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 the underlying notional amount. Interest rate collars designated as cash flow
hedges involve the receipt of variable amounts from a counterparty if interest rates rise above an established ceiling rate
and payment of variable amounts to a counterparty if interest rates fall below an established floor rate, in exchange for an
up‑front premium. No payments or receipts are exchanged on interest rate collar contracts unless interest rates rise above
or fall below the established ceiling and floor rates. 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 Company’s interest rate cap is not currently designated as a hedge, and therefore, any gain or loss
is recognized in current-period earnings. These derivatives are recorded on a gross basis at fair value on the balance
sheet.
Assessments of hedge effectiveness are performed quarterly using regression analysis. The change in the fair value of
derivatives designated and qualifying 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
within the same income statement line item being hedged. Derivatives accounted for as cash flow hedges are classified in
the same category in the Consolidated Statements of Cash Flows as the items being hedged. Gains and losses from
derivative financial instruments are reported in Cash provided by (used in) operating activities within the Consolidated
Statements of Cash Flows.
The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company
evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt
ratings and financial performance. To mitigate its credit risk, the Company enters into agreements with counterparties that
are considered credit-worthy, such as large financial institutions with favorable credit ratings. There were no events of
default as of December 31, 2020 and 2019.
If the derivative contracts 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 in accordance with the original strategy, any related
amounts previously recorded in AOCI are recognized in earnings immediately. During the year ended December 31, 2020,
there were no termination events, and during the year ended December 31, 2019, there was one termination event, as
discussed below. During the year ended December 31, 2020, the Company recorded $3.2 million reduction in Interest
expense related to the amortization of terminated swaps. The Company has deferred the effective portion of the fair value
changes of two interest rate swap agreements in Accumulated other comprehensive loss on the accompanying
Consolidated Balance Sheets and will recognize the impact as a component of Interest expense over the next 7.0 and 0.7
years, which are what remain of the original forecasted periods.
During the year ended December 31, 2020, the Company did not settle any derivatives. During the year ended
December 31, 2019, the Company settled one interest rate cap agreement with a notional amount of $230.0 million,
recorded interest income of $0.2 million and received payment of $0.2 million.
HHC 2020 FORM 10-K | 107
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
Amounts reported in AOCI related to derivatives will be reclassified to Interest expense as interest payments are made on
the Company’s variable‑rate debt. Over the next 12 months, HHC estimates that an additional $25.1 million of net loss will
be reclassified to Interest expense.
The following table summarizes certain terms of the Company’s derivative contracts:
thousands
Balance Sheet Location
Derivative instruments not designated as hedging instruments:
Notional
Amount
Fixed
Interest
Rate (a)
Fair Value Asset (Liability)
Effective
Maturity
December 31,
December 31,
Date
Date
2020
2019
Interest rate cap
(b)
Prepaid expenses and other assets, net
75,000
5.00%
8/31/2020
10/17/2022
$
Total fair value derivative assets
— $
—
—
—
Derivative instruments designated as hedging instruments:
Interest rate collar
(c)
Accounts payable and accrued expenses
193,967
2.00% - 3.00% 5/1/2019
5/1/2020
Interest rate collar
Interest rate collar
(d)
(d)
Accounts payable and accrued expenses
354,217
2.25% - 3.25% 5/1/2020
5/1/2021
Accounts payable and accrued expenses
381,404
2.75% - 3.50% 5/1/2021
4/30/2022
Interest rate swap (e)
Accounts payable and accrued expenses
Interest rate swap (f)
Accounts payable and accrued expenses
615,000
34,918
2.96%
4.89%
9/21/2018
9/18/2023
11/1/2019
1/1/2032
Total fair value derivative liabilities
Total fair value derivatives, net
—
—
—
(46,613)
(5,307)
(51,920)
(182)
(2,074)
(4,578)
(31,187)
(2,114)
(40,135)
$
(51,920) $
(40,135)
(a) These rates represent the strike rate on HHC’s interest swaps, caps and collars.
(b)
In the third quarter of 2020, the Company executed an agreement to extend the maturing position of this cap. Interest income
included in the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019, related to this contract
was not meaningful.
(c) On May 1, 2020, the $194.0 million interest rate collar matured as scheduled.
(d) As of September 30, 2020, the Company deconsolidated 110 North Wacker including the associated liabilities related to its interest
rate collars. Refer to Note 3 - Real Estate and Other Affiliates for additional information.
(e) Concurrent with the funding of the new $615.0 million Term Loan in 2018, the Company entered into this interest rate swap which is
designated as a cash flow hedge.
(f) Concurrent with the closing of the $35.5 million construction loan for 8770 New Trails in 2019, the Company entered into this
interest rate swap which is designated as a cash flow hedge.
The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of
Operations for the years ended December 31:
thousands
Derivatives in Cash Flow Hedging Relationships
Interest rate derivatives
thousands
Location of Gain (Loss) Reclassified from AOCI into Operations
Interest expense
thousands
Interest Expense Presented in Results of Operations
Interest expense
Amount of Gain (Loss) Recognized in
AOCI on Derivatives
December 31,
2019
2018
2020
$
(32,134) $
(19,245) $
2,090
Amount of Gain (Loss) Reclassified from
AOCI into Operations
December 31,
2020
2019
2018
$
(9,064) $
1,939 $
2,153
Total Interest Expense Presented in the
Results of Operations in which the Effects
of Cash Flow Hedges are Recorded
December 31,
2020
2019
2018
$
132,257 $
105,374 $
82,028
Credit-risk-related Contingent Features The Company has agreements with certain derivative counterparties that
contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the
indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative
obligations. The Company also has agreements with certain derivative counterparties that contain a provision where the
HHC 2020 FORM 10-K | 108
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is
accelerated by the lender due to the Company’s default on the indebtedness.
The fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for
nonperformance risk, related to these agreements was $54.6 million as of December 31, 2020, and $41.6 million as of
December 31, 2019. If the Company had breached any of these provisions at December 31, 2020, it could have been
required to settle its obligations under the agreements at their termination value of $54.6 million.
10. Commitments and Contingencies
In the normal course of business, from time to time, the Company is involved in legal proceedings relating to the
ownership and operations of its properties. In management’s opinion, the liabilities, if any, that may ultimately result from
normal course of business legal actions or The Woodlands legal proceeding discussed below, are not expected to have a
material effect on the Company’s consolidated financial position, results of operations or liquidity.
Litigation On June 14, 2018, the Company was served with a petition involving approximately 500 individuals or entities
who claim that their properties, located in the Timarron Park neighborhood of The Woodlands, were damaged by flood
waters that resulted from the unprecedented rainfall that occurred throughout Harris County and surrounding areas during
Hurricane Harvey in August 2017. The complaint was filed in State Court in Harris County of the State of Texas. In
general, the plaintiffs allege negligence in the development of Timarron Park and violations of Texas’ Deceptive Trade
Practices Act and name as defendants The Howard Hughes Corporation, The Woodlands Land Development Company
and two unaffiliated parties involved in the planning and engineering of Timarron Park. The plaintiffs are seeking restitution
for damages to their property and diminution of their property values. The Company intends to vigorously defend the
matter as it believes that these claims are without merit and that it has substantial legal and factual defenses to the claims
and allegations contained in the complaint. Based upon the present status of this matter, the Company does not believe it
is probable that a loss will be incurred. Accordingly, the Company has not recorded a charge as a result of this action.
The Company entered into a settlement agreement with the Waiea homeowners association related to certain
construction defects at the condominium tower. Pursuant to the settlement agreement, the Company will pay for the repair
of the defects. The Company believes that the general contractor is ultimately responsible for the defects and expects to
recover all the repair costs from the general contractor, other responsible parties and insurance proceeds. During the first
quarter of 2020, the Company recorded a $97.9 million charge for the estimated repair costs related to this matter, which
was included in Condominium rights and unit cost of sales in the accompanying Consolidated Statements of Operations
bringing total estimated repair costs to $115.4 million. As of December 31, 2020, the Company has a remaining liability of
$111.3 million in Construction payables for the estimated repair costs related to this matter, which is included in Accounts
payable and accrued expenses in the accompanying Consolidated Balance Sheet.
Environmental Matters The Company purchased its 250 Water Street property in the Seaport District in June 2018. The
site is currently used as a parking lot while the Company continues to move forward with redevelopment planning. The
Company engaged a third-party specialist to perform a Phase I Environmental Site Assessment (ESA) of the property, and
the ESA identified, among other findings, the existence of mercury levels above regulatory criteria. Under the current
regulations, the site does not require remediation until the Company begins redevelopment activities. The normal
operations of the parking lot do not require the property to be remediated, and the Company has not started any
redevelopment activities as of December 31, 2020. As a result, the potential remediation has no financial impact for the
year ended December 31, 2020.
Letters of Credit and Surety Bonds As of December 31, 2020, the Company had outstanding letters of credit totaling
$5.2 million and surety bonds totaling $272.4 million. As of December 31, 2019, the Company had outstanding letters of
credit totaling $15.4 million and surety bonds totaling $200.1 million. These letters of credit and bonds were issued
primarily in connection with insurance requirements, special real estate assessments and construction obligations.
Operating Leases The Company leases land or buildings at certain properties from third parties, which are recorded in
Operating lease right-of-use assets, net and Operating lease obligations on the Consolidated Balance Sheets. See Note
17 - Leases for further discussion. Contractual rental expense, including participation rent, was $7.2 million for the year
ended December 31, 2020, $8.5 million for the year ended December 31, 2019, and $9.7 million for the year ended
December 31, 2018. The amortization of above and below‑market ground leases and straight‑line rents included in the
contractual rent amount was not significant.
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FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
Guarantee Agreements The Company has entered into guarantee agreements as part of certain development projects.
In conjunction with the execution of the ground lease for the Seaport District, the Company executed a completion
guarantee for the redevelopment of Pier 17 and the Tin Building. The Company satisfied its completion guarantee for Pier
17 in the second quarter of 2019. The completion guaranty for the Tin Building is for the core and shell construction, which
is nearing completion.
The Company’s wholly owned subsidiaries agreed to complete defined public improvements and to indemnify Howard
County, Maryland, for certain matters as part of the Downtown Columbia Redevelopment District TIF bonds. The
Company’s guarantee of the performance of its subsidiaries under the funding agreement for up to a maximum of
$1.0 million expired on October 31, 2020. Furthermore, to the extent that increases in taxes do not cover debt service
payments on the TIF bonds, the Company’s wholly owned subsidiary is obligated to pay special taxes. Management has
concluded that as of December 31, 2020, any obligations to pay special taxes are not probable.
As part of the Company’s development permits with the Hawai’i Community Development Authority for the condominium
towers at Ward Village, the Company entered into a guarantee whereby it is required to reserve 20% of the residential
units for local residents who meet certain maximum income and net worth requirements. This guarantee, which is
triggered once the necessary permits are granted and construction commences, was satisfied for the Company’s three
condominium towers, Waiea, Anaha and Ae‘o, with the opening of Ke Kilohana, which is a workforce tower fully
earmarked to fulfill this obligation. For the two towers under construction, the reserved units for the ‘A‘ali‘i tower are
included in the tower, and the units for Kō'ula will either be built off site or fulfilled by paying a cash-in-lieu fee. As a result
of this guarantee, the Company expects that future reserved housing towers will be delivered on a break-even basis.
The Company evaluates the likelihood of future performance under these guarantees and did not record an obligation as
of December 31, 2020, and December 31, 2019.
Minor League Baseball Restructuring On February 12, 2021, Major League Baseball announced that it was
restructuring the organization and operation of Minor League Baseball. As part of this restructuring, the Company’s
baseball team, the Las Vegas Aviators will be required to enter into a Player Development License Agreement with a
Major League Baseball affiliate. This licensing agreement structure is currently under negotiation and the effect it may
have on the operation and value of the Company’s baseball assets is unknown at this time. HHC is in the process of
analyzing the effect this new structure may have on the value and profitability of the Company’s baseball assets.
11. Stock-Based Compensation Plans
On May 14, 2020, the Company’s shareholders approved The Howard Hughes Corporation 2020 Equity Incentive Plan
(the 2020 Equity Plan). Pursuant to the 2020 Equity Plan, 1,350,000 shares of the Company’s common stock were
reserved for issuance. The 2020 Equity Plan provides for grants of options, stock appreciation rights, restricted stock,
restricted stock units and other stock-based awards (collectively, the Awards). Employees, directors and consultants of the
Company are eligible for Awards. The 2020 Equity Incentive Plan is administered by the Compensation Committee of the
Board of Directors (the Committee).
Prior to the adoption of the 2020 Equity Plan, equity awards were issued under The Howard Hughes Corporation
Amended and Restated 2010 Equity Incentive Plan (the 2010 Equity Plan). The adoption of the 2020 Equity Plan did not
impact the administration of Awards issued under the 2010 Equity Plan but following adoption of the 2020 Equity Plan,
equity awards will no longer be granted under the 2010 Equity Plan.
As of December 31, 2020, there were a maximum of 1,199,794 shares available for future grant under the Company’s
2020 Equity Plan.
The following summarizes stock-based compensation expense, net of amounts capitalized to development projects, for
the years ended December 31:
millions
Stock Options (a)(b)
Restricted Stock (c)(d)
Pre-tax stock-based compensation expense
Income tax benefit
2020
2019
2018
$
$
$
(1.9) $
6.5
4.6 $
0.2 $
1.4 $
16.7
18.1 $
3.7 $
2.2
7.5
9.7
1.7
(a) Amounts shown are net of $0.2 million capitalized to development projects in 2020, $0.4 million capitalized to development
projects in 2019 and $2.4 million capitalized to development projects in 2018.
(b) The credit position for the year ended December 31, 2020, was due to significant forfeitures which exceeded the expense.
HHC 2020 FORM 10-K | 110
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
(c) Amounts shown are net of $0.9 million capitalized to development projects in 2020, $1.0 million capitalized to development
projects in 2019 and $1.0 million capitalized to development projects in 2018.
(d) The increase in compensation expense for the year ended December 31, 2019, compared to the year ended
December 31, 2018, was generally in connection with the Company’s restructuring.
Stock Options The following table summarizes stock option activity:
Weighted-
average
Exercise
Price
Weighted-average
Remaining
Contractual Term
(years)
Aggregate
Intrinsic
Value
Stock
Options
Stock options outstanding at December 31, 2019
Granted
Exercised (a)
Forfeited
Expired
Stock options outstanding at December 31, 2020
721,496 $
41,337 $
(106,237)
(253,600)
(30,260)
372,736 $
104.55
74.65
65.91
121.63
106.39
100.49
Stock options vested and expected to vest at December 31, 2020 369,384 $
257,899 $
Stock options exercisable at December 31, 2020
100.55
99.18
4.7
4.7
3.3
$ 1,908,239
$ 1,899,155
$ 1,719,245
(a) The total intrinsic value of stock options exercised was $2.4 million during 2020, $2.4 million during 2019, and $12.1 million
during 2018, based on the difference between the market price at the exercise date and the exercise price.
Cash received from stock option exercises was $4.6 million in 2020, $3.5 million in 2019, and $11.7 million in 2018, and
the tax benefit from these exercises was $0.5 million in 2020, $0.5 million in 2019, and $2.6 million in 2018.
The fair value of stock option awards is determined using the Black-Scholes option-pricing model with the following
assumptions:
– Expected life—Based on the average of the time to vesting and full term of an option
– Risk-free interest rates—Based on the U.S. Treasury rate over the expected life of an option
– Expected volatility—Based on the average of implied and historical volatilities as of each of the grant dates
The fair value on the grant date and the significant assumptions used in the Black‑Scholes option‑pricing model are as
follows:
Grant date fair value
Assumptions
Expected life of options (in years)
Risk-free interest rate
Expected volatility
Expected annual dividend per share
As of December 31,
2019
2018
2020
$
32.10
$
32.51
$
48.27
7.5
0.7 %
40.4 %
—
7.5
2.2 %
22.6 %
—
8.4
2.7 %
24.7 %
—
Generally, options granted vest over requisite service periods, expire ten years after the grant date and generally do not
become exercisable until their restrictions on exercise lapse after the five-year anniversary of the grant date.
The balance of unamortized stock option expense as of December 31, 2020, is $2.4 million, which is expected to be
recognized over a weighted‑average period of 3.5 years.
Restricted Stock Restricted stock awards issued under the 2020 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, the Company awards restricted stock to non‑employee directors as
part of their annual retainer. The management awards generally vest over a range of three to five years, and the restriction
on the non‑employee director shares generally lapses on the date of the Company’s following annual meeting of
shareholders, or June 1st of the year following the award year, whichever is earlier, in each case generally subject to
continued service.
HHC 2020 FORM 10-K | 111
FINANCIAL STATEMENTS
FOOTNOTES
The following table summarizes restricted stock activity:
Table of Contents
Index to Financial Statements
Restricted stock outstanding at December 31, 2019
Granted
Vested
Forfeited
Restricted
Stock
406,802
181,079
(77,276)
(101,495)
Restricted stock outstanding at December 31, 2020
409,110
$
Weighted-
average
Grant Date
Fair Value
$
76.27
71.48
108.60
71.06
69.21
The grant date fair value of restricted stock is based on the closing sales price of 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 the Company’s stock price on the corresponding vesting dates. The number of shares of
restricted stock subject to performance-based vesting conditions are reflected at the target level of performance in the
table above.
The weighted-average grant-date fair value per share of restricted stock granted was $98.78 during 2019 and $83.09
during 2018. The fair value of restricted stock that vested was $5.6 million during 2020, $14.9 million during 2019, and
$5.5 million during 2018, based on the market price at the vesting date.
The balance of unamortized restricted stock expense as of December 31, 2020, was $17.9 million, which is expected to
be recognized over a weighted‑average period of 3.1 years.
12. 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.
The following summarizes income tax expense (benefit) for the years ended December 31:
thousands
Current
Deferred
Total
2020
2019
2018
$
826 $
1,427 $
10,827
$ 11,653 $
27,818
29,245 $
(703)
16,195
15,492
HHC 2020 FORM 10-K | 112
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
Reconciliation of the Income tax expense (benefit) if computed at the U.S. federal statutory income tax rate to the
Company’s reported Income tax expense (benefit) for the years ended December 31 is as follows:
thousands except percentages
Income (loss) before income taxes
U.S. federal statutory tax rate
Tax computed at the U.S. federal statutory rate
Increase (decrease) in valuation allowance, net
State income taxes, net of federal income tax expense (benefit)
Tax expense (benefit) from other change in rates, prior period adjustments and
other permanent differences
Tax expense (benefit) on equity compensation
Tax expense on compensation disallowance
Deconsolidation of 110 North Wacker (a)
Tax expense (benefit) on historic tax credit
Income tax expense (benefit)
Effective tax rate
2020
$ 8,480
2019
$ 103,540
2018
$ 73,218
21.0 %
21.0 %
21.0 %
$ 1,781
$ 21,743
$ 15,376
11,822
4,419
(2,608)
2,079
192
1,553
(4,826)
1,660
417
179
(317)
2,804
—
—
8,033
(3,713)
(1,442)
(1,490)
1,168
—
(2,440)
$ 11,653
$ 29,245
$ 15,492
137.4 %
28.2 %
21.2 %
(a) The Company deconsolidated 110 North Wacker in the third quarter of 2020. Refer to Note 2 - Real Estate and Other
Affiliates for additional information.
As of December 31, 2020, the amounts and expiration dates of operating loss, charitable contribution and tax credit
carryforwards for tax purposes are as follows:
thousands
Net operating loss carryforwards - Federal
Net operating loss carryforwards - Federal
Net operating loss carryforwards - State (a)
Net operating loss carryforwards - State (a)
Capital loss carryforwards - Federal (a)
Charitable contribution carryforwards - Federal
Tax credit carryforwards - Historic Tax Credit
$
Amount
119,167
461,245
348,027
176,197
22,866
9,759
630
Expiration
Date
2033-2037
n/a
2021-2040
n/a
2025
2022-2025
2038
(a) A valuation allowance has been recorded against the deferred tax benefit related to the capital loss carryforwards and a
majority of the state net operating loss carryforwards.
The following summarizes tax effects of temporary differences and carryforwards included in the net deferred tax liabilities
at December 31:
thousands
Deferred tax assets:
2020
2019
Operating and Strategic Developments properties, primarily differences in basis of assets
and liabilities
$
51,580 $
65,590
Operating loss and tax carryforwards
Total deferred tax assets
Valuation allowance
Total net deferred tax assets
Deferred tax liabilities:
Property associated with MPCs, primarily differences in the tax basis of land assets and
treatment of interest and other costs
Operating and Strategic Developments properties, primarily differences in basis of assets
and liabilities
Deferred income
Total deferred tax liabilities
Total net deferred tax liabilities
161,701
213,281
132,277
197,867
(38,065)
(29,723)
$ 175,216 $ 168,144
$ (163,836) $ (163,024)
(100,564)
(67,125)
(98,455)
(118,743)
(362,855)
(348,892)
$ (187,639) $ (180,748)
HHC 2020 FORM 10-K | 113
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
The deferred tax liability associated with the Company’s MPCs is largely attributable to the difference between the basis
and value determined as of the date of the acquisition by its predecessors adjusted for sales that have occurred since that
time. The recognition of these deferred tax liabilities is dependent upon the timing and sales price of future land sales and
the method of accounting used for income tax purposes. The deferred tax liability related to deferred income represents
the difference between the income tax method of accounting and the financial statement method of accounting for prior
sales of land in the Company’s MPCs.
Generally, the Company is 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, 2017 through 2020. In the Company’s opinion, it has made
adequate tax provisions for years subject to examination. However, the final determination of tax examinations and any
related litigation could be different from what was reported on the returns.
The Company applies 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.
The Company recognizes and reports interest and penalties related to unrecognized tax benefits, if applicable, within the
provision for income tax expense. The Company had no unrecognized tax benefits for the years ended December 31,
2020, 2019 or 2018, and therefore did not recognize any interest expense or penalties.
13. Warrants
On October 7, 2016, the Company entered into a warrant agreement with David R. O’Reilly, (O’Reilly Warrant) prior to his
appointment to his previous position of Chief Financial Officer. Upon exercise of his warrant, Mr. O’Reilly may acquire
50,125 shares of common stock at an exercise price of $112.08 per share. The O’Reilly Warrant was issued at fair value
in exchange for a $1.0 million payment in cash from Mr. O’Reilly. The O’Reilly Warrant becomes exercisable on April 6,
2022, subject to earlier exercise upon certain change in control, separation and termination provisions, and will expire on
October 2, 2022. On June 16, 2017, and October 4, 2017, the Company entered into warrant agreements with its Chief
Executive Officer, David R. Weinreb, (Weinreb Warrant) and President, Grant Herlitz, (Herlitz Warrant) to acquire
1,965,409 shares and 87,951 shares of common stock for the purchase price of $50.0 million and $2.0 million,
respectively. The Weinreb Warrant would have become exercisable on June 15, 2022, at an exercise price of $124.64 per
share, and the Herlitz Warrant would have become exercisable on October 3, 2022, at an exercise price of $117.01 per
share, subject in each case to earlier exercise upon certain change in control, separation and termination provisions. The
Weinreb Warrant expires June 15, 2023, and the Herlitz Warrant expires October 3, 2023. The purchase prices paid by
the respective executives for the O’Reilly Warrant, the Weinreb Warrant and the Herlitz Warrant, which qualify as equity
instruments, are included within Additional paid-in capital in the Consolidated Balance Sheets at December 31, 2020 and
2019.
On October 21, 2019, Mr. Weinreb and Mr. Herlitz stepped down from their roles as Chief Executive Officer and President
of the Company, respectively. The Company and each of Mr. Weinreb and Mr. Herlitz have agreed to treat their
terminations of employment as terminations without cause under their respective employment and warrant agreements
with the Company. Thus, effective October 21, 2019, the Weinreb Warrant and Herlitz Warrant became exercisable by the
terms of their respective warrant agreements in connection with their respective terminations of employment. The warrant
expiration dates remain unchanged. Neither of these warrants have been exercised as of December 31, 2020.
HHC 2020 FORM 10-K | 114
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
14. Accumulated Other Comprehensive Income
The following tables summarize changes in AOCI by component, all of which are presented net of tax:
thousands
Balance as of December 31, 2017
Other comprehensive income (loss) before reclassifications
(Gain) loss reclassified from accumulated other comprehensive loss to net income
$
Adjustment related to adoption of ASU 2018-02
Balance as of Adjustment related to adoption of ASU 2017-12
Pension adjustment
Net current-period other comprehensive income (loss)
Balance as of December 31, 2018
Other comprehensive income (loss) before reclassifications
(Gain) loss reclassified from accumulated other comprehensive loss to net income
Pension adjustment
Net current-period other comprehensive income (loss)
Balance as of December 31, 2019
Other comprehensive income (loss) before reclassifications
(Gain) loss reclassified from accumulated other comprehensive loss to net income
Pension adjustment
Share of investee's other comprehensive income, net of tax of $285
Deconsolidation of 110 North Wacker
Net current-period other comprehensive income (loss)
Balance as of Balance as of December 31, 2020
The following table summarizes the amounts reclassified out of AOCI:
(6,965)
2,120
(2,153)
(1,148)
(739)
759
(1,161)
(8,126)
(19,318)
(1,939)
11
(21,246)
(29,372)
(32,134)
9,064
(84)
1,002
12,934
(9,218)
$
(38,590)
thousands
Accumulated Other Comprehensive Income
(Loss) Components
Amounts reclassified from
Accumulated Other
Comprehensive Income (Loss)
For the Year Ended
2020
2019
Affected line items in the
Statements of Operations
(Gains) losses on cash flow hedges
$
Income taxes on (gains) losses on cash flow hedges
Total reclassifications of (income) loss for the period $
11,356 $
(2,292)
9,064 $
(2,855)
Interest expense
916 Income tax expense (benefit)
(1,939)
HHC 2020 FORM 10-K | 115
FINANCIAL STATEMENTS
FOOTNOTES
15. Earnings Per Share
Table of Contents
Index to Financial Statements
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 non-vested stock issued under stock‑based compensation plans is computed using the treasury stock
method. The dilutive effect of the warrants is computed using the if-converted method.
Information related to the Company’s EPS calculations is summarized as follows:
thousands except per share amounts
Net income (loss)
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to common stockholders
Shares
2020
December 31,
2019
2018
$
$
(3,173) $
74,295 $
57,726
(22,981)
(339)
(714)
(26,154) $
73,956 $
57,012
Weighted-average basic common shares outstanding - basic
52,522
43,136
43,036
Restricted stock and stock options
Warrants
—
—
168
4
201
—
Weighted-average diluted common shares outstanding - diluted
52,522
43,308
43,237
Net income (loss) per common share
Basic income (loss) per share
Diluted income (loss) per share
$
$
(0.50) $
(0.50) $
1.71 $
1.71 $
1.32
1.32
The diluted EPS computation excludes 394,008 shares of stock options as of December 31, 2020, 379,608 shares as of
December 31, 2019, and 425,908 shares as of December 31, 2018, because their inclusion would have been anti-dilutive.
The diluted EPS computation also excludes 271,371 shares of restricted stock as of December 31, 2020, 235,894 shares
as of December 31, 2019, and 205,979 shares as of December 31, 2018, because performance conditions provided for in
the restricted stock awards had not been satisfied.
Common Stock Offering On March 27, 2020, the Company offered 2,000,000 shares of common stock to the public at
$50.00 per share and granted the underwriters an option to purchase up to an additional 300,000 shares of common stock
at the same price. The underwriters exercised most of their option and purchased an additional 270,900 shares.
Concurrently, the Company entered into a share purchase agreement with a related party, Pershing Square Capital
Management, L.P., acting as investment advisor to funds that it manages, to issue and sell 10,000,000 shares of common
stock in a private placement at $50.00 per share. The total issuance of 12,270,900 shares closed on March 31, 2020, and
the Company received $593.6 million in net proceeds. The Company used the net proceeds for general corporate
purposes including strengthening the Company’s balance sheet and enhancing liquidity.
Common Stock Repurchase During the fourth quarter of 2019, the Company repurchased 496,000 shares of its
common stock, par value $0.01 per share, in 13 transactions with an unaffiliated entity. These transactions were funded
with cash on hand for $53.9 million, or approximately $108.71 per share. On February 23, 2018, the Company
repurchased 475,920 shares of its common stock, par value $0.01 per share, in a private transaction with an unaffiliated
entity at a purchase price of $120.33 per share, or $57.3 million in the aggregate. The repurchase transaction was
consummated on February 21, 2018, and was funded with cash on hand.
HHC 2020 FORM 10-K | 116
FINANCIAL STATEMENTS
FOOTNOTES
16. Revenues
Table of Contents
Index to Financial Statements
The core principle of ASC 606, Revenues from Contracts with Customers, is that revenues from contracts with customers
(excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the
Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for
those goods or services. Under ASC 606, revenue and cost of sales for condominium units sold are not recognized until
the construction is complete, the sale closes and the title to the property has transferred to the buyer (point in time).
Additionally, certain real estate selling costs, such as the costs related to the Company’s condominium model units, are
either expensed immediately or capitalized as property and equipment and depreciated over their estimated useful life.
The following presents the Company’s revenues disaggregated by revenue source for the years ended December 31:
thousands
Revenues from contracts with customers
Recognized at a point in time
Condominium rights and unit sales
Master Planned Communities land sales
Builder price participation
Total
Recognized at a point in time or over time
Other land, rental and property revenues
Rental and lease-related revenues
Rental revenue
Total revenues
Revenues by segment
Operating Assets revenues
Master Planned Communities revenues
Seaport revenues
Strategic Developments revenues
Corporate revenues
Total revenues
2020
2019
2018
$
1,143 $
448,940 $
357,720
233,044
37,072
271,259
330,146
35,681
814,767
261,905
27,085
646,710
105,048
206,966
160,519
323,182
278,806
257,308
$
699,489 $ 1,300,539 $ 1,064,537
$
372,057 $
400,131 $
348,242
283,953
23,814
19,407
258
386,781
55,645
457,948
34
309,451
32,632
374,212
—
$
699,489 $ 1,300,539 $ 1,064,537
Contract Assets and Liabilities Contract assets are the Company’s right to consideration in exchange for goods or
services that have been transferred to a customer, excluding any amounts presented as a receivable. Contract liabilities
are the Company’s obligation to transfer goods or services to a customer for which the Company has received
consideration.
There were no contract assets for the periods presented. The contract liabilities primarily relate to escrowed condominium
deposits, MPC land sales deposits and deferred MPC land sales related to unsatisfied land improvements. The beginning
and ending balances of contract liabilities and significant activity during the periods presented are as follows:
thousands
Balance as of December 31, 2018
Consideration earned during the period
Consideration received during the period
Balance as of December 31, 2019
Consideration earned during the period
Consideration received during the period
Balance as of December 31, 2020
HHC 2020 FORM 10-K | 117
Contract
Liabilities
$
296,496
(490,137)
439,651
246,010
(55,696)
170,102
$
360,416
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations
represent a measure of the total dollar value of work to be performed on contracts executed and in progress. These
performance obligations primarily relate to the completion of condominium construction and transfer of control to a buyer,
as well as the completion of contracted MPC land sales and related land improvements. These obligations are associated
with contracts that generally are noncancelable by the customer after 30 days; however, purchasers of condominium units
have the right to cancel the contract should the Company elect not to construct the condominium unit within a certain
period of time or materially change the design of the condominium unit. The aggregate amount of the transaction price
allocated to the Company’s remaining unsatisfied performance obligations as of December 31, 2020, is $1.7 billion. The
Company expects to recognize this amount as revenue over the following periods:
thousands
Total remaining unsatisfied performance obligations
Less than 1 year
1-2 years
3 years and thereafter
$
589,860 $
521,957
$
628,837
The Company’s remaining performance obligations are adjusted to reflect any known project cancellations, revisions to
project scope and cost, and deferrals, as appropriate. These amounts exclude estimated amounts of variable
consideration which are constrained, such as builder price participation.
17. Leases
Leases (Topic 842) increases transparency and comparability among organizations by requiring the recognition of right-of-
use assets and lease liabilities on the balance sheet. The Company determines whether an arrangement is a lease at
inception. Operating leases are included in Operating lease right-of-use assets, net and Operating lease obligations on
the Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the
lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of
future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the
Company uses an estimate of the incremental borrowing rate based on the information available at the lease
commencement date in determining the present value of future lease payments. The Operating lease right-of-use asset
also includes any lease payments made, less any lease incentives and initial direct costs incurred. The Company elected
the practical expedient to not separate lease components from non-lease components of its lease agreements for all
classes of underlying assets including ground leases, office leases and other leases. Certain of the Company’s lease
agreements include non-lease components such as fixed common area maintenance charges. The Company applies
Leases (Topic 842) to the single combined lease component. The Company does not have any finance leases as of
December 31, 2020.
The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate. The
Company’s leases have remaining lease terms of less than one year to 52 years. Most leases include one or more options
to renew, with renewal terms that can extend the lease term from two to 41 years, and some of which may include options
to terminate the leases within one year. The Company considers its strategic plan and the life of associated agreements in
determining when options to extend or terminate lease terms are reasonably certain of being exercised. Leases with an
initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these
leases on a straight-line basis over the lease term. Certain of the Company’s lease agreements include variable lease
payments based on a percentage of income generated through subleases, changes in price indices and market rates, and
other costs arising from operating, maintenance and taxes. The Company’s lease agreements do not contain residual
value guarantees or restrictive covenants. The Company leases certain buildings and office space constructed on its
ground leases to third parties.
In response to the COVID-19 pandemic the Company granted rent deferrals to certain tenants. Under the accounting
elections provided by the FASB in response to the COVID-19 pandemic, the Company has elected to not assess whether
COVID-19 related deferrals are lease modifications and will account for the deferrals as if contemplated in the original
lease. Rent deferrals are treated as variable lease payments resulting in a decrease in straight-line rent revenue during
the deferral period and additional revenue upon payment in subsequent periods. COVID-19 related rent deferrals were
$4.8 million as of 12/31/2020, net of subsequent collections.
HHC 2020 FORM 10-K | 118
FINANCIAL STATEMENTS
FOOTNOTES
thousands
Assets
Operating lease right-of-use assets
Riverwalk impairment
Total leased assets
Liabilities
Operating lease liabilities
Total leased liabilities
The components of lease expense are as follows:
thousands
Operating lease cost
Variable lease costs
Net lease cost
Future minimum lease payments as of December 31, 2020, are as follows:
thousands
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: imputed interest
Present value of lease liabilities
Table of Contents
Index to Financial Statements
2020
2019
66,490 $
(10,235)
56,255 $
68,929 $
68,929 $
69,398
—
69,398
70,413
70,413
Year ended December 31,
2020
2019
8,720 $
958
9,678 $
9,082
1,682
10,764
$
$
$
$
$
$
Operating Leases
$
$
6,853
6,507
6,464
6,432
5,047
261,805
293,108
(224,179)
68,929
Other information related to the Company’s lessee agreements is as follows:
thousands
Supplemental Consolidated Statements of Cash Flows Information
Year ended December 31,
2020
2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows on operating leases
$
7,235 $
6,980
Other Information
Weighted-average remaining lease term (years)
Operating leases
Weighted-average discount rate
Operating leases
2020
2019
37.1
7.8 %
37.0
7.8 %
The Company receives rental income from the leasing of retail, office, multi-family and other space under operating
leases, as well as certain variable tenant recoveries. Such operating leases are with a variety of tenants and have a
remaining average term of approximately five years. Lease terms generally vary among tenants and may include early
HHC 2020 FORM 10-K | 119
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
termination options, extension options and fixed rental rate increases or rental rate increases based on an index. The
minimum rentals based on operating leases of the consolidated properties held as of December 31, 2020, are as follows:
thousands
Total Minimum Rent Payments
Year ended December 31,
2020
2019
$
213,072 $
218,740
Total future minimum rents associated with operating leases are as follows:
thousands
2021
2022
2023
2024
2025
Thereafter
Total
$
Total Minimum
Rent
221,374
220,296
199,858
187,942
158,817
778,057
$
1,766,344
Minimum rent revenues are recognized on a straight‑line basis over the terms of the related leases when collectability is
reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset. Percentage
rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues reported on
the Consolidated Statements of Operations also include amortization related to above and below‑market tenant leases on
acquired properties.
A sales-type lease is defined as a lease that meets one or more of the following: transfers ownership at the end of the
lease term, grants the lessee an option to purchase that is reasonably expected to be exercised, covers the major part of
the asset’s economic life, the net present value of the lease payments equals or exceeds the fair value of the asset, or the
asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease.
During the year ended December 31, 2020, the Company sold 100 Fellowship Drive, one of its sales-type leases. The Net
investment in lease receivable, interest income and future minimum rents for the remaining sales-type lease are not
significant.
HHC 2020 FORM 10-K | 120
FINANCIAL STATEMENTS
FOOTNOTES
18. Segments
Table of Contents
Index to Financial Statements
The Company has four business segments which offer different products and services. HHC’s four segments are
managed separately because each requires different operating strategies or management expertise and are
reflective of management’s operating philosophies and methods. As further discussed in Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, one common operating measure used to
assess operating results for the Company’s business segments is earnings before taxes (EBT). The Company’s
segments or assets within such segments could change in the future as development of certain properties
commences or other operational or management changes occur. All operations are within the United States. The
Company’s reportable segments are as follows:
– Operating Assets – consists of developed or acquired retail, office, hospitality and multi-family properties along
with other real estate investments. These properties are currently generating revenues and may be redeveloped,
repositioned or sold to improve segment performance or to recycle capital.
– MPC – consists of 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.
Seaport District – consists of approximately 453,000 square feet of restaurant, retail and entertainment
properties situated in three primary locations in New York, New York: Pier 17, Historic Area/Uplands and Tin
Building. While the latter is still under development and will comprise about 53,000 square feet when completed,
the two operating locations consist of third-party tenants, tenants either directly or jointly owned and operated by
the Company and businesses owned and operated by the Company under licensing agreements.
Strategic Developments – consists of residential condominium and commercial property projects currently
under development and all other properties held for development which have no substantial operations.
Segment operating results are as follows:
thousands
Year ended December 31, 2020
Total revenues
Total operating expenses
Segment operating income (loss)
Depreciation and amortization
Interest income (expense), net
Other income (loss), net
Equity in earnings (losses) from real estate and other
affiliates
Gain (loss) on sale or disposal of real estate and other
assets, net
Selling profit from sales-type leases
Gain (loss) on extinguishment of debt
Provision for impairment
Segment EBT
Corporate income, expenses and other items
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to common stockholders
Operating
Assets
Segment (a)
MPC
Segment
Seaport
District
Segment
Strategic
Developments
Segment
Total
$
372,057 $ 283,953 $ 23,814 $
19,407 $ 699,231
(185,480) (128,597)
(46,112)
(135,160)
(495,349)
186,577 155,356
(22,298)
(115,753) 203,882
(162,324)
(365)
(41,602)
(6,545)
(210,836)
(91,411)
36,587
(12,512)
540
—
(2,616)
6,312
2,165
(61,024)
89
(7,366)
17,845
(9,292)
269,912
271,099
38,232
—
(1,521)
(48,738)
—
—
—
—
—
(11,648)
—
—
21,710
59,942
—
—
—
—
(13,169)
(48,738)
$
(86,011) $ 209,423 $ (99,968) $
177,801 $ 201,245
(204,418)
(3,173)
(22,981)
$
(26,154)
HHC 2020 FORM 10-K | 121
FINANCIAL STATEMENTS
FOOTNOTES
Table of Contents
Index to Financial Statements
thousands
Year Ended December 31, 2019
Total revenues
Total operating expenses
Segment operating income (loss)
Depreciation and amortization
Interest income (expense), net
Other income (loss), net
Equity in earnings (losses) from real estate and other
affiliates
Gain (loss) on sale or disposal of real estate and other
assets, net
Selling profit from sales-type leases
Gain (loss) on extinguishment of debt
Segment EBT
Corporate income, expenses and other items
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to common stockholders
Operating
Assets
Segment (a)
MPC
Segment
Seaport
District
Segment
Strategic
Developments
Segment
Total
$
400,131 $ 386,781 $ 55,645 $
(187,322) (183,472)
212,809 203,309
(424)
(115,499)
32,019
(81,029)
601
1,142
(77,872)
(22,227)
(26,381)
(12,865)
(22)
457,948 $ 1,300,505
(840,514)
(391,848)
459,991
66,100
(147,777)
(5,473)
(50,554)
11,321
2,552
831
3,672
28,336
(2,592)
1,213
30,629
—
13,537
—
—
—
—
(6)
—
4,851
$
34,632 $ 263,841 $ (59,242) $
27,119
—
—
27,113
13,537
4,851
101,111 $ 340,342
(266,047)
74,295
(339)
$ 73,956
Year Ended December 31, 2018
Total revenues
Total operating expenses
Segment operating income (loss)
Depreciation and amortization
Interest income (expense), net
Other income (loss), net
Equity in earnings (losses) from real estate and other
affiliates
Gain (loss) on sale or disposal of real estate and other
assets, net
Segment EBT
Corporate income, expenses and other items
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to common stockholders
$
$
348,242 $ 309,451 $ 32,632 $
(164,445) (163,517)
183,797 145,934
(243)
(103,293)
26,919
(71,551)
18
(7,107)
(49,716)
(17,084)
(12,466)
6,291
102
374,212 $ 1,064,537
(668,484)
(290,806)
396,053
83,406
(119,309)
(3,307)
(25,865)
12,476
(3,972)
3,015
1,994
36,284
(705)
2,364
39,937
(4)
—
3,836 $ 208,912 $ (23,862) $
—
—
(4)
97,954 $ 286,840
(229,114)
57,726
(714)
$ 57,012
(a) Total revenues includes hospitality revenues of $35.2 million for the year ended December 31, 2020, $87.9 million for the
year ended December 31, 2019, and $82.0 million for the year ended December 31, 2018. Total operating expenses
includes hospitality operating costs of $32.3 million for the year ended December 31, 2020, $60.2 million for the year ended
December 31, 2019, and $59.2 million for the year ended December 31, 2018.
The following represents assets by segment and the reconciliation of total segment assets to the total assets in the
Consolidated Balance Sheets as of December 31:
thousands
Operating Assets
Master Planned Communities
Seaport District
Strategic Developments
Total segment assets
Corporate
Total assets
2020
3,936,119 $
2,285,896
924,245
1,132,231
8,278,491
861,841
9,140,332 $
2019
3,476,718
2,166,472
930,067
1,540,161
8,113,418
300,348
8,413,766
$
$
HHC 2020 FORM 10-K | 122
thousands
Name of Center
Bridgeland
Bridgeland
Lakeside Row
Columbia
Columbia
MPC
Retail
MPC
Office
Office
Retail
10 - 70 Columbia Corporate Center (h)
Columbia, MD
Columbia Office Properties
Columbia Regional Building
Juniper Apartments
Lakefront District (i)
Columbia, MD
Columbia, MD
Columbia, MD
Multi-family
Columbia, MD
Development
Merriweather District
Columbia, MD
Development
Merriweather District Area 3 Standalone
Restaurant
One Mall North (h)
One Merriweather (h)
Two Merriweather
6100 Merriweather
Seaport District
85 South Street
Columbia, MD
Columbia, MD
Columbia, MD
Columbia, MD
Columbia, MD
Retail
Office
Office
Office
Office
New York, NY
Multi-family
Seaport Predevelopment
New York, NY
Development
FINANCIAL STATEMENT SCHEDULE
Table of Contents
Index to Financial Statements
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2020
Initial Cost (b)
Costs Capitalized Subsequent
to Acquisition (c)
Gross Amounts at Which Carried at
Close of Period (d)
Location
Center Type
Encumbrances (a)
Land
Buildings and
Improvements
Land (e)
Buildings and
Improvements (e)(f)
Land
Buildings and
Improvements (f)
Total
Accumulated
Depreciation (g)
Date of
Construction
Cypress, TX
$
75,000 $ 260,223 $
—
$ 226,644 $
4,464
$
486,867 $
4,464 $
491,331 $
Lakeland Village Center at Bridgeland (h)
Cypress, TX
14,135
2,404
Cypress, TX
Multi-family
31,566
812
Columbia, MD
—
457,552
—
(440,927)
99,184
24,685
—
1,175
24,244
65,808
—
—
—
12,425
42,008
—
62,040
—
—
—
—
—
—
—
400
—
—
7,822
1,433
1,019
2,550
15,913
—
—
—
—
—
11,135
42,875
—
—
94,824
14,913
28,865
—
—
—
—
3,923
80,053
(400)
—
—
10,818
58,936
4,931
112,669
8,137
7,641
8,290
468,476
7,884
179,471
34,588
39,759
—
337
—
—
—
—
—
—
—
—
—
—
—
—
—
3,399
(1)
—
28,185
(769)
2,357
108,771
(53,682)
81,654
16,268
1,170
15,417
33,856
—
2,662
14,536
98,404
3,423
114,830
370
159
—
26,050
2,198
124,212
1,923
701
—
31
38,771
2,404
812
16,625
24,685
1,175
—
3,923
—
—
337
7,822
1,433
1,019
2,550
15,913
—
—
—
—
—
5,004
3,069
30,855
6,705
5,318
3,037
888,952
9,633
729
—
14,534
42,874
16,938
43,686
(508)
(2,035)
(1,953)
2018
—
16,625
—
123,009
147,694
(24,724)
14,144
31,222
15,319
31,222
(6,095)
(6,085)
108,771
112,694
(2,973)
2018
26,371
81,654
16,268
11,988
74,353
38,787
26,371
81,654
16,605
19,810
75,786
39,806
—
—
(28)
2019
(1,425)
(9,039)
(3,943)
112,669
115,219
(3,893)
2018
10,799
22,177
26,712
22,177
106,694
106,694
471,899
471,899
122,714
122,714
179,841
179,841
34,747
39,759
39,751
42,828
390,150
421,005
2,198
8,903
(3,985)
—
—
(44,371)
(17,830)
—
2013
2017
2013
(2,866)
2017
(4,666)
(80,563)
(183)
124,391
129,709
(11,484)
49,027
52,064
(3,844)
2017
701
889,653
(354)
55,858
65,491
(2,813)
2017
40,147
38,771
40,876
38,771
(3,168)
—
2017
2019
Date
Acquired /
Completed
2004
2016
2019
2004
2012/2014
1969/1972
2014
2020
2004
2015
2020
2016
2017
2017
2019
2014
2015
2018
2016
2018
2018
2016
2014
2017
2019
2018
2004
2019
2018
Tin Building
Pier 17
New York, NY
Development
New York, NY
Retail
Retail
Seaport District Historic Area / Uplands
New York, NY
250 Water Street
New York, NY
Development
100,000
Summerlin
Aristocrat (j)
Las Vegas, NV
Office
Constellation Apartments
Las Vegas, NV
Multi-family
37,093
24,200
5,004
3,069
Downtown Summerlin (j)(k)
Las Vegas, NV
Retail/Office
2,121
30,855
364,100
Hockey Ground Lease (j)
Las Vegas Ballpark (j)(l)
Two Summerlin (j)
Summerlin
Las Vegas, NV
Las Vegas, NV
Las Vegas, NV
Las Vegas, NV
Other
Other
Office
MPC
113
48,459
—
—
—
179
87
3,037
47,104
6,705
5,318
—
31,520
990,179
—
(101,227)
Tanager Apartments (j)
Las Vegas, NV
Multi-family
39,922
9,633
55,858
The Woodlands
Creekside Park Apartments
The Woodlands, TX
Multi-family
Creekside Park The Grove (m)
The Woodlands, TX
Development
37,730
16,468
729
—
40,116
—
—
—
—
HHC 2020 FORM 10-K | 123
FINANCIAL STATEMENT SCHEDULE
Table of Contents
Index to Financial Statements
thousands
Initial Cost (b)
Costs Capitalized Subsequent
to Acquisition (c)
Gross Amounts at Which Carried at
Close of Period (d)
Name of Center
Location
Center Type
Encumbrances (a)
Land
Buildings and
Improvements
Land (e)
Buildings and
Improvements (e)(f)
Land
Buildings and
Improvements (f)
Total
Accumulated
Depreciation (g)
Date of
Construction
Date
Acquired /
Completed
Creekside Park West
The Woodlands, TX
Creekside Village Green (h)
The Woodlands, TX
Retail
Retail
Embassy Suites at Hughes Landing (h)
The Woodlands, TX
Hospitality
HHC 242 Self-Storage
HHC 2978 Self-Storage
One Hughes Landing
Two Hughes Landing
Three Hughes Landing
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
The Woodlands, TX
1725 Hughes Landing Boulevard (h)
The Woodlands, TX
1735 Hughes Landing Boulevard (h)
The Woodlands, TX
Hughes Landing Daycare
The Woodlands, TX
Hughes Landing Retail
1701 Lake Robbins (h)
The Woodlands, TX
The Woodlands, TX
Lake Woodlands Crossing Retail
The Woodlands, TX
2201 Lake Woodlands Drive
The Woodlands, TX
The Woodlands, TX
Lakefront North
One Lakes Edge
Two Lakes Edge
Other
Other
Office
Office
Office
Office
Office
Other
Retail
Retail
Retail
Office
Office
The Lane at Waterway (n)
The Woodlands, TX
Multi-family
8770 New Trails
9303 New Trails
The Woodlands, TX
The Woodlands, TX
3831 Technology Forest Drive
The Woodlands, TX
20/25 Waterway Avenue
The Woodlands, TX
Waterway Garage Retail
The Woodlands, TX
3 Waterway Square
4 Waterway Square
The Woodlands, TX
The Woodlands, TX
Office
Office
Office
Retail
Retail
Office
Office
The Woodlands
The Woodlands, TX
The Woodlands Ground Leases
The Woodlands, TX
The Woodlands Parking Garages
The Woodlands, TX
2000 Woodlands Parkway
The Woodlands, TX
MPC
Other
Other
Retail
The Woodlands, TX
Multi-family
69,440
1,057
The Woodlands, TX
Multi-family
66,198
—
Millennium Six Pines Apartments
The Woodlands, TX
Multi-family
42,500
4,000
Millennium Waterway Apartments
The Woodlands, TX
Multi-family
51,946
15,917
—
(17,980)
36,503
1,106
2,063
394
(3,899)
32,097
38,448
(372)
—
33,103
459
65
1,210
11,437
418
95,653
514
2,941
39,246
34,989
1,322
1,813
(83)
997
40,386
6,208
94,634
1,228
1,323
1,818
878
124
1,678
1,269
2,626
1,351
3,709
138
5,184
1,663
5,122
3,755
10,260
1,057
1,870
11,225
15,917
2,029
2,204
1,929
514
2,346
1,341
748
1,430
1,953
17,922
—
33,822
(1,228)
14,719
17,051
27,970
—
—
50,815
48,000
—
56,772
54,568
—
34,328
3,658
12,329
—
—
1,228
2,551
—
878
124
1,678
1,269
2,626
1,351
3,709
138
5,184
1,663
5,122
3,755
10,260
22,167
35,417
—
—
10,763
1,929
20,686
12,855
—
46,224
514
2,346
1,341
748
6,752
6,802
5,498
34,761
34,950
46,372
36,764
97,651
—
—
3,725
11,440
—
39,357
81,768
—
54,624
56,002
—
—
11,915
14,194
8,871
4,255
—
31,519
1,430
51,553
—
—
—
1,770
5,857
—
—
—
—
1,818
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,870
7,225
—
2,029
2,204
—
—
—
—
—
—
3,257
1,529
—
—
—
—
17,922
15,842
43,255
7,908
7,561
35,155
31,051
78,469
75,212
19,150
17,165
45,073
8,786
7,685
36,833
32,320
81,095
76,563
97,279
100,988
(677)
2018
(2,978)
(7,671)
(809)
(740)
(10,654)
(7,924)
(12,324)
(18,671)
(22,033)
—
138
—
2018
33,103
38,287
4,184
5,847
(7,524)
(711)
11,505
16,627
(938)
2017
1,210
50,794
82,186
95,653
55,138
58,943
39,246
34,989
13,237
16,007
8,788
5,252
40,386
57,761
94,634
4,965
61,054
83,243
97,523
66,363
74,860
41,275
37,193
15,166
16,521
11,134
6,593
41,134
59,191
96,587
(286)
(3,366)
(13,425)
(2,826)
2018
2019
2019
(8,942)
(20,035)
(134)
(1,483)
(3,125)
(4,824)
(2,320)
(1,449)
(12,926)
(17,736)
(14,750)
(392)
—
(2,173)
(118)
(26,496)
(14,144)
(179)
(5,206)
2019
2015
2015
2017
2017
2013
2014
2016
2015
2015
2019
2015
2014
2018
1994
2018
2015
2020
2014
2010
2020
2020
2008
2014
2007/2009
2011
2013
2010
2016
2011
2011
2008/2009
1997
2014
2019
2019
1981
2014
The Westin at the Woodlands (h)
The Woodlands, TX
Hospitality
41,793
22,473
—
(20,520)
75,000
269,411
9,814
(92,069)
7,625
177,342
17,439
194,781
The Woodlands Resort & Conference
Center
The Woodlands, TX
Hospitality
62,500
13,258
37,983
The Woodlands Towers at the Waterway
The Woodlands, TX
The Woodlands Warehouse
The Woodlands, TX
1400 Woodloch Forest
The Woodlands, TX
Office
Other
Office
344,176
11,044
437,561
7,230
4,480
4,389
—
—
—
1,570
The Woodlands Hills
The Woodlands Hills
Ward Village
Conroe, TX
MPC
—
99,284
—
18,448
8
117,732
8
117,740
—
‘A‘ali‘i
Honolulu, HI
Development
154,601
—
—
—
298,825
—
298,825
298,825
(3,123)
2018
HHC 2020 FORM 10-K | 124
—
12,022
655
78,367
11,860
—
15,531
5,027
7,386
—
13,258
11,044
4,480
1,570
—
5,027
12,022
19,408
655
655
116,350
129,608
449,421
460,465
4,389
8,869
15,531
17,101
Kō'ula
Waiea
Ward Predevelopment
Ward Village Retail (h)
Other
Century Park
Landmark Mall
Monarch City
Date
Acquired /
Completed
2018
2017
2019
2019
2017
2002
2019
2004
2006
2014
FINANCIAL STATEMENT SCHEDULE
Table of Contents
Index to Financial Statements
thousands
Initial Cost (b)
Costs Capitalized Subsequent
to Acquisition (c)
Gross Amounts at Which Carried at
Close of Period (d)
Name of Center
Location
Center Type
Encumbrances (a)
Land
Buildings and
Improvements
Land (e)
Buildings and
Improvements (e)(f)
Land
Buildings and
Improvements (f)
Total
Accumulated
Depreciation (g)
Date of
Construction
Ae‘o
Anaha
Ke Kilohana
Honolulu, HI
Condominium
Honolulu, HI
Condominium
Honolulu, HI
Condominium
Kewalo Basin Harbor
Honolulu, HI
Other
Honolulu, HI
Development
Honolulu, HI
Condominium
Honolulu, HI
Development
—
—
—
11,562
65,282
—
—
9,795
5,546
152
—
—
—
—
85,046
(9,795)
47,450
(5,546)
12,842
24,116
—
20,812
24,069
(152)
—
—
—
—
(83,884)
(46,353)
(12,186)
—
130,728
(16,849)
73,443
—
—
—
—
—
—
—
1,162
1,097
656
1,162
1,097
656
24,116
24,116
130,728
130,728
3,963
3,963
97,512
97,512
(58)
(85)
(27)
(2,462)
(2,726)
(131)
(5,071)
2016
2014
2016
2017
2019
2014
2013
Honolulu, HI
Retail
285,295
164,007
89,321
(76,252)
293,486
87,755
382,807
470,562
(96,682)
Outlet Collection at Riverwalk
New Orleans, LA
Retail
28,679
—
94,513
—
Houston, TX
Development
Alexandria, VA
Development
Allen, TX
Development
—
—
—
19,816
28,396
25,575
67,235
(28,396)
—
(25,575)
36,763
—
—
19,816
(10,218)
28,657
(35,328)
—
—
—
36,763
57,017
28,657
59,185
56,579
57,017
28,657
59,185
—
(365)
—
(18,575)
Total excluding Corporate, Deferred financing costs and Unamortized bond
issuance costs
Corporate
Unamortized bond issuance costs
Deferred financing costs
Various
N/A
N/A
2,570,166
2,570,176
3,372,534
(519,210)
1,869,420
2,050,966
5,241,954
7,292,920
(618,122)
1,750,000
(4,355)
(28,442)
885
—
—
1,027
(885)
25,186
—
—
—
—
—
—
—
—
—
26,213
26,213
(15,942)
—
—
—
—
—
—
Total $
4,287,369 $ 2,571,061 $
3,373,561
$ (520,095) $
1,894,606
$ 2,050,966 $
5,268,167 $ 7,319,133 $
(634,064)
(a) See description of Encumbrances in Note 7 - Mortgages, Notes and Loans Payable, Net of the Consolidated Financial Statements.
(b)
(c) For retail and other properties, costs capitalized subsequent to acquisitions is net of cost of disposals or other property write‑downs. For MPCs, costs capitalized subsequent to acquisitions
Initial cost for projects undergoing development or redevelopment is cost at end of first complete calendar year subsequent to opening.
are net of the cost of land sales.
(d) The aggregate cost of land, building and improvements for federal income tax purposes is approximately $6.2 billion.
(e) Reductions in Land reflect transfers to Buildings and Improvements for projects which the Company is internally developing.
(f)
(g) Depreciation is computed based upon the useful lives in Note 1 - Summary of Significant Accounting Policies.
(h) Property is collateral for the Senior Secured Credit Facility. See Note 7 - Mortgages, Notes and Loans Payable, Net of the Consolidated Financial Statements for additional information. The
Includes all amounts related to Developments.
(i)
Ward Village Retail line includes $30.5 million related to Ae’o Retail and $9.3 million related to Ke Kilohana retail that are not collateral for the Senior Secured Credit Facility.
Lakefront District includes American City Building acquired in 2016, Ridgley Building acquired in 2017 and Sterrett Place acquired in 2018, all of which have been demolished and now
represent future development rights.
Encumbrances balance either represents or is inclusive of SIDs. See Note 7 - Mortgages, Notes and Loans Payable, Net of the Consolidated Financial Statements for additional information.
(j)
(k) Downtown Summerlin includes the One Summerlin office property, which was placed in service in 2015.
(l)
(m) Creekside Park Apartments Phase II was renamed to Creekside Park The Grove.
(n) Millennium Phase III Apartments was renamed to The Lane at Waterway.
Includes the Las Vegas Aviators.
HHC 2020 FORM 10-K | 125
FINANCIAL STATEMENT SCHEDULE
Reconciliation of Real Estate
thousands
Balance as of January 1,
Change in land
Additions
Impairments
Dispositions and write-offs and land and condominium costs of sales
Balance as of December 31,
Reconciliation of Accumulated Depreciation
thousands
Balance as of January 1,
Depreciation Expense
Dispositions and write-offs
Balance as of December 31,
Table of Contents
Index to Financial Statements
2020
2019
2018
$ 7,268,288 $ 6,163,287 $ 5,355,409
228,402
716,614
239,558
199,069
1,513,888
1,148,826
(48,738)
—
—
(845,433)
(648,445)
(540,017)
$ 7,319,133 $ 7,268,288 $ 6,163,287
2020
2019
2018
$
507,933 $
380,892 $
321,882
198,556
143,698
113,518
(72,425)
(16,657)
(54,508)
$
634,064 $
507,933 $
380,892
HHC 2020 FORM 10-K | 126
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Table of Contents
Index to Financial Statements
None.
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, 2020, 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, 2020.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of January 1, 2020, we adopted ASC 326. In connection with the adoption, we implemented certain changes to our
processes and controls related to accounting for the measurement of credit losses on financial instruments. These
changes included the development of new practices based on the guidance outlined in ASC 326, new credit quality review
requirements and new processes related to the additional disclosure requirements.
Due to the COVID-19 pandemic, beginning on March 13, 2020, we instituted an ongoing remote workplace strategy for
employees whose job duties are conducive to working from home. Our transition of a large portion of associates working
remotely did not have a material effect on our internal controls over financial reporting.
There were no other changes to our internal control over financial reporting that occurred during the period covered by this
report that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
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, 2020. Ernst & Young LLP, an independent registered
public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, 2020, as
stated in their report which is included in this Annual Report on Form 10-K.
HHC 2020 FORM 10-K | 127
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Table of Contents
Index to Financial Statements
To the Stockholders and the Board of Directors of
The Howard Hughes Corporation
Opinion on Internal Control Over Financial Reporting
We have audited The Howard Hughes Corporation’s internal control over financial reporting as of December 31, 2020,
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). In our opinion, The Howard Hughes
Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated February 25, 2021
expressed an unqualified opinion thereon.
Basis for Opinion
The Company’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 are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Houston, Texas
February 25, 2021
Item 9B. Other Information
None.
HHC 2020 FORM 10-K | 128
PART III
Table of Contents
Index to Financial Statements
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 2021 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 2021 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 2021 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 2021 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 is incorporated by reference to the relevant information included in our proxy
statement for our 2021 Annual Meeting of Stockholders.
HHC 2020 FORM 10-K | 129
Table of Contents
Index to Financial Statements
PART IV
Item 15. Exhibits, Financial Statement Schedule
(a)
Financial Statements and Financial Statement Schedule.
The Consolidated Financial Statements and Schedule listed in the Index to this Form 10-K on page 72 are filed as part of
this Annual Report. No additional financial statement schedules are presented as the required information is not
applicable, 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.
(b)
Exhibits.
Exhibit No. Description of Exhibit
3.1
Second Amended and Restated Certificate of Incorporation of the Howard Hughes Corporation (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 24, 2016)
3.2
3.3
3.4
4.1
4.1.1
4.1.2
4.1.3
4.2
4.2.1
4.3
4.4
Amended and Restated Bylaws of The Howard Hughes Corporation (incorporated by reference to Exhibit 3.2 to
the Company’s Current Report on Form 8-K, filed November 12, 2010)
Amendment No. 1 to the Amended and Restated Bylaws of The Howard Hughes Corporation (incorporated by
reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed May 24, 2016)
Certificate of Designations of Series A Junior Participating Preferred Stock, filed with the Secretary of State of
Delaware on February 29, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on
Form 8-K, filed February 29, 2012)
Indenture, dated as of March 16, 2017 by and between The Howard Hughes Corporation and Wells Fargo Bank,
National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K, filed on March 21, 2017)
Second Supplemental Indenture, dated as of August 18, 2020, to the indenture dated as of March 16, 2017 and
first supplemented as of June 15, 2017, by and among HHC Warehouse Holdings Company, LLC, HH Warehouse
Land Holdings, LLC, The Howard Hughes Corporation and Wells Fargo Bank, National Association, as the trustee
(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on August 21, 2020)
Third Supplemental Indenture, dated as of October 2, 2020, to the indenture dated as of March 16, 2017, as first
supplemented on June 15, 2017 and as further supplemented on August 18, 2020, among The Howard Hughes
Corporation, HH Woodlands Tower Holdings, LLC, API/ HHC Lake Robbins Holding Company, LLC and Wells
Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current
Report on Form 8-K, filed on October 7, 2020)
Fourth Supplemental Indenture, dated as of February 2, 2021, to the indenture dated as of March 16, 2017, by
and among The Howard Hughes Corporation, HHC Warehouse Holdings Company, LLC, HH Warehouse Land
Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake Robbins Holding Company, LLC, and Wells
Fargo Bank, National Association, as the trustee (incorporated by reference to Exhibit 4.3 to the Company’s
Current Report on Form 8-K, filed on February 4, 2021)
Indenture, dated as of August 18, 2020, by and among The Howard Hughes Corporation, HHC Warehouse
Holdings Company, LLC, HH Warehouse Land Holdings, LLC and Wells Fargo Bank, National Association, as
trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August
21, 2020)
First Supplemental Indenture, dated as of October 2, 2020, to the indenture dated as of August 18, 2020, among
The Howard Hughes Corporation, HH Woodlands Tower Holdings, LLC, API/ HHC Lake Robbins Holding
Company, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to
the Company’s Current Report on Form 8-K, filed on October 7, 2020)
Indenture, dated as of February 2, 2021, by and among The Howard Hughes Corporation, HHC Warehouse
Holding Company, LLC, HH Warehouse Land Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake
Robbins Holding Company, LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 4, 2021)
Indenture, dated as of February 2, 2021, by and among The Howard Hughes Corporation, HHC Warehouse
Holding Company, LLC, HH Warehouse Land Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake
Robbins Holding Company, LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by
reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on February 4, 2021)
HHC 2020 FORM 10-K | 130
Table of Contents
Index to Financial Statements
Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on
Form S-3, filed March 27, 2020)
Form of Subordinated Indenture (incorporated by reference to Exhibit 4.4 to the Company’s Registration
Statement on Form S-3, filed March 27, 2020)
Form of Senior Note (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form
S-3, filed March 27, 2020)
Form of Subordinated Note (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on
Form S-3, filed March 27, 2020)
Form of Deposit Agreement
Form of Warrant Agreement
Form of Purchase Contract Agreement
Form of Unit Agreement
4.5
4.6
4.7
4.8
4.9*
4.10*
4.11*
4.12*
4.13+
Description of Securities of the Registrant
10.1
10.2
10.3**
10.4**
10.5**
10.6**
10.7**
10.8**
10.9**
10.10**
10.11**
Form of indemnification agreement for directors and certain executive officers of The Howard Hughes Corporation
(incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed November 12,
2010)
Registration Rights Agreement, dated November 9, 2010, between The Howard Hughes Corporation and
Pershing Square Capital Management, L.P., Blackstone Real Estate Partners VI L.P., Blackstone Real Estate
Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Real Estate Partners VI.TE.1 L.P.,
Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Holdings VI L.P., and Blackstone GGP
Principal Transaction Partners L.P. (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on
Form 8-K, filed November 12, 2010)
Form of Restricted Stock Agreement for Nonemployee Directors under The Howard Hughes Corporation 2010
Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current
Report on Form 10-K, filed February 27, 2019)
Form of Time-based Restricted Stock Agreement for Executive Officers under The Howard Hughes Corporation
2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current
Report on Form 10-K, filed February 27, 2019)
Form of Performance-based Restricted Stock Agreement for Executive Officers under The Howard Hughes
Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.8 to the
Company’s Current Report on Form 10-K, filed February 27, 2019)
Form of Time-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation
Amended and Restated 2010 Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Current
Report on Form 10-K, filed February 27, 2019)
Form of Performance-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation
Amended and Restated 2010 Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current
Report on Form 10-K, filed February 27, 2019)
Form of Time-based Restricted Stock Agreement for Executive Officers under The Howard Hughes Corporation
2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q, filed May 6, 2019)
Form of Performance-based Restricted Stock Agreement for Executive Officers under The Howard Hughes
Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.3 to the
Company’s Quarterly Report on Form 10-Q, filed May 6, 2019)
Form of Time-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation
Amended and Restated 2010 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q, filed May 6, 2019)
Form of Performance-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation
Amended and Restated 2010 Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s
Quarterly Report on Form 10-Q, filed May 6, 2019)
HHC 2020 FORM 10-K | 131
10.12**
10.13**
10.14**
10.15**
10.16**
10.17**
10.18**
10.19
10.20
10.21
10.22**
10.23**
10.24**
10.25**
10.26**
10.27**
Table of Contents
Index to Financial Statements
Employment Agreement, dated as of November 6, 2017, between The Howard Hughes Corporation and Peter F.
Riley (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 9,
2017)
Amended and Restated Employment Agreement, dated as of February 21, 2018, between The Howard Hughes
Corporation and David O’Reilly (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on
Form 10-K, filed February 26, 2018)
Restricted Stock Agreement, dated as of November 8, 2017, between The Howard Hughes Corporation and Peter
F. Riley (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November
9, 2017)
Warrant Grant Agreement, dated as of June 16, 2017, between The Howard Hughes Corporation and David R.
Weinreb (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 20,
2017)
Warrant Grant Agreement, dated as of October 4, 2017, between The Howard Hughes Corporation and Grant
Herlitz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed October 5,
2017)
Warrant Purchase Agreement, dated October 7, 2016, between The Howard Hughes Corporation and David
O’Reilly (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed October
11, 2016)
Saul Scherl offer letter, dated as of February 21, 2019 (incorporated by reference to Exhibit 10.21 to the
Company’s Current Report on Form 10-K, filed February 27, 2019)
Loan Agreement dated as of September 29, 2011, by and among Victoria Ward, Limited along with certain Victoria
Ward, Limited’s subsidiaries, as borrowers, Wells Fargo Bank, National Association, as Administrative Agent and
lead lender, CIBC, First Hawaiian Bank, Bank of Hawaii and Central Pacific Bank, as lenders, and Wells Fargo
Securities, L.L.C., as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed October 4, 2011)
Loan Agreement dated as of July 15, 2014, by and among The Shops at Summerlin North, LP, The Shops at
Summerlin South, LP, Wells Fargo Bank, National Association, as Administrative Agent and lead lender, U.S. Bank
National Association, as Syndication Agent and a lender, the other lending institutions party thereto, and Wells
Fargo Securities, L.L.C., as sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K, filed July 16, 2014)
Loan Agreement dated as of September 18, 2018, by and among Victoria Ward, Limited; Victoria Ward Center
L.L.C.; Victoria Ward Entertainment Center L.L.C.; 1240 Ala Moana, LLC; Anaha Retail Holdings, LLC; Waiea
Retail Holdings, LLC; 10 CCC, LLC; 20 CCC, LLC; 30 CCC, LLC; 10/20/30 CCC Parking Deck, LLC; 40 CCC,
LLC; 40 CCC Parking Deck, LLC; 50 CCC, LLC; 60 CCC, LLC; 70 CC, LLC; 50/60/70 CCC Parking Deck, LLC;
One Mall North, LLC; Crescent Area 1 Holdings, LLC; Crescent Area 1 Parking Deck 1, LLC; HL Champion
Holding Company, LLC; Lakeland Village Holding Company, LLC; Waterway Hotel Holdings, LLC; HL-Hotel
Holding Company, LLC; CSPV Holdings, LLC; 1701 Lake Robbins, LLC; Wells Fargo Bank, National Association,
as administrative agent and a lender; Wells Fargo Securities, L.L.C., as sole lead arranger and sole book-runner;
and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed September 24, 2018)
The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 14, 2012)
Form of The Howard Hughes Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 99.1
to the Company’s Current Report on Form 8-K, filed September 17, 2014)
The Howard Hughes Corporation Management Co., LLC Separation Benefit Plan (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 16, 2017)
Employment Agreement, dated October 21, 2019, between The Howard Hughes Corporation and Paul H. Layne
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed October 21, 2019)
Amendment to Employment Agreement, dated November 13, 2019, between Peter F. Riley and The Howard
Hughes Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K,
filed November 14, 2019)
Form of Time-based Restricted Stock Agreement for Executive Officers under The Howard Hughes Corporation
2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q, filed May 11, 2020)
HHC 2020 FORM 10-K | 132
10.28**
10.29**
10.30**
10.31**
10.32**
10.33**
10.34**
10.35
10.36**
10.37**
10.38**
10.39**
10.40**
10.41**
10.42**
Table of Contents
Index to Financial Statements
Form of Performance-based Restricted Stock Agreement for Executive Officers under The Howard Hughes
Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q, filed May 11, 2020)
Form of Time-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation 2010
Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q, filed May 11, 2020)
Form of Performance-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation
2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q, filed May 11, 2020)
Saul Scherl Employment Letter, dated as of February 12, 2020 (incorporated by reference to Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q, filed May 11, 2020)
Time-based Restricted Stock Agreement, dated as of February 12, 2020, by and between The Howard Hughes
Corporation and Saul Scherl (incorporated by Reference to Exhibit 10.6 to the Company’s Quarterly Report on
From 10-Q, filed May 11, 2020)
Performance-based Restricted Stock Agreement, dated as of February 12, 2020, by and between The Howard
Hughes Corporation and Saul Scherl (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly
Report on From 10-Q, filed May 11, 2020)
Amendment No. 1 to Nonqualified Employee Stock Option Agreement, dated as of February 12, 2020, by and
between The Howard Hughes Corporation and Saul Scherl (incorporated by reference to Exhibit 10.8 to the
Company’s Quarterly Report on Form 10-Q, filed May 11, 2020)
Share Purchase Agreement, dated March 27, 2020, by and among The Howard Hughes Corporation and
Pershing Square Capital Management, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K, filed March 31, 2020)
Employment Separation Agreement and Release, dated as of February 8, 2020, by and between The Howard
Hughes Corporation and Simon Treacy (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly
Report on Form 10-Q, filed May 11, 2020)
The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed May 20, 2020)
First Amendment to Amended and Restated Employment Agreement dated June 24, 2020, between The Howard
Hughes Corporation and David O’Reilly (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report Form 8-K filed June 25, 2020)
Amendment No. 1 to Restricted Stock Agreements dated November 4, 2020 between The Howard Hughes
Corporation and David O’Reilly (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on
Form 10-Q filed November 5, 2020)
Amendment No. 1 to Restricted Stock Agreements dated November 4, 2020 between The Howard Hughes
Corporation and Peter F. Riley (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on
Form 10-Q filed November 5, 2020)
Separation and Release Agreement, by and between Paul Layne and The Howard Hughes Corporation
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 30,
2020)
Second Amended and Restated Employment Agreement, dated December 1, 2020, between The Howard Hughes
Corporation and David O’Reilly (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed December 2, 2020)
10.43**
Employment Agreement, dated December 1, 2020, between The Howard Hughes Corporation and L. Jay Cross
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 2, 2020)
21.1+
23.1+
24.1+
31.1+
31.2+
List of Subsidiaries
Consent of Ernst & Young LLP
Power of Attorney
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
HHC 2020 FORM 10-K | 133
32.1+
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
101.INS
Inline XBRL Instance Document -- the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document
Table of Contents
Index to Financial Statements
101.SCH+
Inline XBRL Taxonomy Extension Schema Document
101.CAL+
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF+
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
**
+
To be filed by amendment to the Form S-3 filed on March 27, 2020 or by a Current Report on Form 8-K.
Management contract, compensatory plan or arrangement
Filed herewith
Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business
Reporting Language): (i) the Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and
2018, (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and
2018, (iii) the Consolidated Balance Sheets as of December 31, 2020 and 2019, (iv) Consolidated Statements of Equity
for the years ended December 31, 2020, 2019 and 2018, (v) the Consolidated Statements of Cash Flows for the years
ended December 31, 2020, 2019 and 2018, and (vi) the Notes to Consolidated Financial Statements.
Item 16. Form 10-K Summary
Not applicable.
HHC 2020 FORM 10-K | 134
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.
Table of Contents
Index to Financial Statements
THE HOWARD HUGHES CORPORATION
/s/ David R. O’Reilly
David O’Reilly
Chief Executive Officer and Interim Chief Financial Officer
February 25, 2021
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
*
William Ackman
/s/ David R. O’Reilly
David R. O’Reilly
/s/ David R. O’Reilly
David R. O’Reilly
*
Adam Flatto
*
Jeffrey Furber
*
Beth Kaplan
*
Allen Model
*
R. Scot Sellers
*
Steven Shepsman
*
Mary Ann Tighe
*
Anthony Williams
*/s/ David R. O’Reilly
David R. O’Reilly
Attorney-in-fact
Title
Date
Chairman of the Board and Director
February 25, 2021
Chief Executive Officer and Interim Chief Financial Officer
February 25, 2021
(Principal Executive Officer)
Chief Executive Officer and Interim Chief Financial Officer
February 25, 2021
(Principal Financial and Accounting Officer)
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
Director
Director
Director
Director
Director
Director
Director
Director
HHC 2020 FORM 10-K | 135
H O W A R D H U G H E S . C O M
The Howard Hughes Corporation 2020 Annual Report 26