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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, ~~2022~~2023

☐ 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			36-4673192
(State or other jurisdiction of incorporation or organization)			(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: None

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common stock, par value $0.01 per share

HHC

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 anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section ~~405~~13 or Section 15(d) 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 ☐

Note: The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15 (d) of the Securities Exchange Act of 1934.

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

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting 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. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

AsAggregate ~~of June 30, 2022, the aggregate~~ market value of the ~~registrant’s~~voting and non-voting common ~~stock~~equity held by non-affiliates of ~~the~~ registrant ~~was approximately $2.2 billion based on the closing sale price~~ as ~~reported~~of onJune ~~the~~30, ~~New~~2023: ~~York Stock Exchange.~~N/A

The number of shares of common stock, ~~$0.01 par value,~~ outstanding as of February 20, ~~2023~~2024 was ~~49,801,858~~10. These shares are 100% owned by Howard Hughes Holdings Inc.

OMISSION OF CERTAIN INFORMATION

The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Annual Report on Form 10-K with the reduced disclosure format.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of ~~the~~Howard ~~registrant’s~~Hughes Holdings Inc. Proxy Statement for its ~~2022~~2024 Annual Meeting of Stockholders ~~are~~have been incorporated by reference ininto ~~Items 10, 11, 12, 13 and 14 of~~ Part III ~~of this Annual Report on Form 10-K~~hereof. ~~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, 2022.~~


			Table of Contents Index to Financial Statements

TABLE OF CONTENTS		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	127
Item 1B.	Unresolved Staff Comments	2519
Item 2.	Properties	26
Item 1C.	Cybersecurity	20
	Operating Assets	26
Item 2.	Properties	21
	Master Planned Communities	30
	Operating Assets	21
	Seaport	31
	Master Planned Communities	25
	Strategic Developments	32
	Seaport	26
Item 3.	Legal Proceedings	33
	Strategic Developments	27
Item 4.	Mine Safety Disclosure	33
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosure	29
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	3430
Item 6.	[Reserved]	3530
Item 7.	Management’s ~~Discussion~~Narrative ~~and~~ Analysis of ~~Financial Condition and~~ Results of Operations	3631
	Overview	3732
	Results of Operations	4233
	Liquidity and Capital Resources	57
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	47
	Critical Accounting Policies	61
Item 8.	Financial Statements and Supplementary Data	48
	Recently Issued Accounting Pronouncements and Developments	61
	Management's Report on Internal Control over Financial Reporting	49
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	62
	Reports of Independent Registered Public Accounting Firms	50
Item 8.	Financial Statements and Supplementary Data	63
	Financial Statements	54
	Management's Report on Internal Control over Financial Reporting	64
	Consolidated Balance Sheets	54
	Reports of Independent Registered Public Accounting Firms	65
	Consolidated Statements of Operations	55
	Financial Statements	68
	Consolidated Statements of Comprehensive Income (Loss)	56
	Consolidated Balance Sheets	68
	Consolidated Statements of Equity	57
	Consolidated Statements of Operations	69
	Consolidated Statements of Cash Flows	58
	Consolidated Statements of Comprehensive Income (Loss)	70
	Notes to Consolidated Financial Statements	60
	Consolidated Statements of Equity	71
	Schedule III - Real Estate and Accumulated Depreciation	96
	Consolidated Statements of Cash Flows	72
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	100
	Notes to Consolidated Financial Statements	74
Item 9A.	Controls and Procedures	100
	Schedule III - Real Estate and Accumulated Depreciation	111
Item 9B.	Other Information	100
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	115
Item 9A.	Controls and Procedures	115
Item 9B.	Other Information	115
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	~~116~~101
Item 11.	Executive Compensation	~~116~~101
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~116~~101
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~116~~101
Item 14.	Principal Accountant Fees and Services	~~116~~101
PART IV
Item 15.	Exhibits, and Financial Statement Schedule	~~117~~102
Item 16.	Form 10-K Summary	121
Signatures		122


			Table of Contents 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,” “us,” and “our” refer to The Howard Hughes Corporation and its consolidated subsidiaries, unless the context requires otherwise. This Annual ~~report~~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.

Forward-looking statements include:

–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

–the potential impact of a resurgence of the COVID-19 pandemic on our business, our tenants and the economy in general, and our ability to accurately assess and predict such impacts on the financial condition, results of operations, cash flows and performance of our Company; 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:

–~~macroeconomic~~our ~~conditions~~ability ~~such~~to assatisfy ~~volatility~~the innecessary ~~capital~~conditions ~~markets,~~to ~~and~~complete athe ~~prolonged~~spinoff ~~recession~~on ina ~~the~~timely ~~national economy~~basis, ~~including any adverse business~~ or ~~economic~~at ~~conditions in the homebuilding, condominium-development, retail and office sectors~~all

–our ability to realize the anticipated benefits of the spinoff

–the effects of the spinoff on our ongoing business

–macroeconomic conditions such as volatility in capital markets, and a prolonged recession in the national economy, including any adverse business or economic conditions in the homebuilding, condominium-development, retail, and office sectors

–our inability to obtain operating and development capital, including our inability to obtain or refinance debt capital from lenders and the capital markets

–rising interest rates and inflation

–the availability of debt and equity capital

–our ability to successfully identify, acquire, develop and/or manage properties on terms that are favorable to us

–our ability to compete effectively, including the potential impact of heightened competition for tenants and potential decreases in occupancy at our properties

–general inflation, including core and wage inflation; commodity and energy price and currency volatility; as well as monetary, fiscal and policy interventions in anticipation of our reaction to such events, including increases in interest rates

–mismatch of supply and demand, including interruptions of supply lines

–extreme weather conditions or climate change, including natural disasters, that may cause property damage or interrupt business

–the impact of a resurgence of COVID-19 on our businesses, our tenants and the economy, including as described above

–contamination of our property by hazardous or toxic substances

–terrorist activity, acts of violence, or breaches of our data security

–losses that are not insured or exceed the applicable insurance limits

–our ability to lease new or redeveloped space

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			Table of Contents Index to Financial Statements

–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

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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 potential defaults by purchasers on their obligations to purchase condominiums

–fluctuations in regional and local economies, the impact of ~~rising~~changes in interest rates on residential housing and condominium markets, local real estate conditions, tenant rental rates, and competition from competing retail properties and the internet

–inherent risks related to disruption of information technology networks and related systems, including cyber security attacks

–our ability to attract and retain key personnel

–our ability to collect rent and attract tenants

–our indebtedness, including our $750,000,000 5.375% Senior Notes due 2028, $650,000,000 4.125% Senior Notes due 2029 and $650,000,000 4.375% Senior Notes due 2031, 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 and resurgence of different variants that may disrupt our business; and

–the other risks described in Item 1. Business, Item 1A. Risk Factors and Item 7. Management’s ~~Discussion~~Narrative ~~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.

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BUSINESS			Table of Contents Index to Financial Statements


PART I

Item 1. Business


OVERVIEW

~~Our~~General On ~~award-winning~~July ~~assets~~17, ~~include~~2023, ~~one~~The ofHoward Hughes Corporation (HHC or the ~~nation's~~Company) ~~largest~~announced ~~portfolios~~that its Board of ~~master~~Directors ~~planned~~authorized ~~communities~~the ~~(MPCs)~~creation ~~spanning~~of ~~approximately~~a ~~118~~holding company structure. On August 11,~~000~~ ~~gross~~2023, ~~acres~~upon the consummation of the transaction, asHoward ~~well~~Hughes asHoldings ~~operating~~Inc. ~~properties~~(HHH), ~~strategic~~the ~~developments~~new holding company, ~~and~~replaced ~~other~~HHC ~~unique~~as ~~assets~~the ~~across~~public ~~seven~~company ~~states~~trading ~~from~~on the New York toStock ~~Hawai‘i~~Exchange. WeExisting ~~create~~shares ~~some~~of common stock of ~~the~~HHC ~~most~~were ~~sought~~automatically converted, on a one-~~after~~for-one ~~communities~~basis, ininto shares of common stock of HHH, with the ~~country~~same bydesignations, ~~curating~~rights, anpowers, ~~environment~~and ~~tailored~~preferences, toand ~~meet~~the same qualifications, limitations, and restrictions, as the ~~needs~~shares of ~~our~~HHC ~~residents~~common ~~and~~stock ~~tenants.~~immediately ~~Our~~prior ~~unique~~to ~~business~~the ~~model~~reorganization. ~~allows~~HHH usbecame tothe ~~drive~~successor ~~outsized~~issuer ~~risk-adjusted~~to ~~returns~~HHC ~~while~~pursuant ~~maintaining~~to Rule 12g-3 (a) ~~sharp~~under ~~focus~~the onExchange ~~sustainability~~Act toand ~~ensure~~replaced ~~our~~HHC ~~communities~~as ~~are~~the ~~equipped~~public ~~with~~company trading on the ~~resources~~New toYork ~~last~~Stock ~~several~~Exchange ~~decades~~under the ticker symbol "HHH."

WeReferences ~~operate~~to ~~through~~HHC, ~~four~~the ~~business segments: Operating Assets~~Company, ~~MPCs~~we, Strategic Developments and Seaport. We create a unique and continuous value-creation cycle through operational and financial synergies associated with our three primary business segments of Operating Assetsus, ~~MPCs~~ and ~~Strategic Developments. In~~ our ~~MPC segment~~, werefer ~~plan,~~to ~~develop~~The ~~and~~Howard ~~manage~~Hughes ~~small~~Corporation ~~cities~~ and ~~large-scale,~~its ~~mixed-use~~consolidated ~~communities,~~subsidiaries inunless ~~markets~~otherwise ~~with~~specifically ~~strong long-term growth fundamentals~~stated. ~~This~~References ~~business focuses on the horizontal development of residential land. The improved acreage is then sold~~ to ~~homebuilders~~HHH ~~who~~refer ~~build and sell homes~~ to new residents. New homeowners create demand for commercial developments, such as retail, office, multi-family and self-storage offerings. We build these commercial properties through Strategic Developments at the ~~appropriate~~Company’s ~~time~~parent ~~using~~holding ~~the cash flow harvested from the sale of land to homebuilders~~company, ~~which~~Howard ~~helps~~Hughes ~~mitigate~~Holdings ~~development risk~~Inc. ~~Once~~and ~~the~~its ~~commercial~~consolidated ~~developments are completed~~subsidiaries, ~~the assets transition to Operating Assets,~~ which ~~increase~~includes ~~recurring~~The ~~Net~~Howard ~~Operating~~Hughes ~~Income (NOI)~~Corporation, ~~further~~unless ~~funding~~otherwise ~~our~~specifically ~~Strategic Developments~~stated. 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 typically exceed the broader market. This increased demand for residential land generates more cash flow from MPCs, thus continuing the value-creation cycle. Our fourth business segment, the Seaport, 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 into a mixed-use neighborhood featuring unique culinary and entertainment offerings.

~~Our~~Seaport ~~assets~~Entertainment On ~~are~~October ~~located~~5, ~~across~~2023, ~~the~~HHH ~~United~~announced ~~States with~~ the ~~vast~~intent ~~majority~~to ofform ~~the~~a ~~assets~~new ~~in our Operating Assets segment located within our MPCs. This helps us achieve scale and~~division, inSeaport ~~most cases~~Entertainment, ~~critical~~that ~~mass,~~is ~~which~~expected ~~leads~~ to; ~~pricing~~include ~~power in lease and vendor negotiations; increased ability to attract, hire and retain~~ the ~~best~~Company’s ~~local~~entertainment-related ~~leadership~~assets ~~and~~in ~~leasing~~New ~~teams;~~York ~~flexibility to meet changing customer demands;~~ and ~~enhanced~~Las ~~ability to identify and capitalize on emerging opportunities. Our MPCs~~Vegas, including ~~our~~the ~~Floreo~~Seaport ~~(formerly~~in ~~named~~Lower ~~Trillium) joint venture~~Manhattan, ~~span~~the ~~approximately~~Las ~~118,000~~Vegas ~~gross~~Aviators ~~acres,~~Triple-A ~~with~~Minor ~~approximately~~League 25Baseball team,~~000~~ ~~residential acres of land remaining to be developed~~ and ~~sold in high-demand geographic areas. In addition to~~ the ~~residential~~Las ~~land,~~Vegas ~~our MPC segment contains approximately 13~~Ballpark,~~000~~ ~~acres~~as ~~designated~~well ~~for~~as ~~commercial~~the ~~development~~Company’s orownership ~~sale~~stake toin ~~non~~Jean-~~competing~~Georges ~~users~~Restaurants ~~such~~and asother ~~hospitals.~~partnerships ~~This~~and ~~land~~its is80% ~~held~~interest in ~~our~~the ~~MPC~~air ~~segment~~rights ~~until~~above ~~we identify demand for a new commercial development, at which point~~ the ~~land~~Fashion isShow ~~transitioned~~Mall ~~into~~in ~~our~~Las ~~Strategic Developments segment~~Vegas.

WeHHH ~~were~~is ~~incorporated~~establishing inSeaport ~~Delaware~~Entertainment inwith ~~2010.~~the ~~Through~~intention ~~our~~of ~~predecessors~~completing its spinoff as an independent, wepublicly ~~have~~traded ~~been~~company in ~~business~~2024, ~~for~~but ~~several~~there ~~decades.~~can ~~Financial~~be ~~information~~no ~~about~~assurance ~~each~~regarding the ultimate timing of ~~our~~the ~~segments~~spinoff isor ~~presented~~that inthe ~~Note~~spinoff 18will -ultimately ~~Segments~~occur. inThe planned separation of Seaport Entertainment will refine the ~~Notes~~identity toof ~~Consolidated~~HHH ~~Financial~~as ~~Statements~~a ~~under~~pure-play ~~Item~~real 8estate company focused solely on its portfolio of ~~this~~master ~~Form~~planned 10communities and allow the new company, Seaport Entertainment, to operate independently as an entertainment-Kfocused enterprise.

Business Overview The Company’s award-winning assets include one of the nation's largest portfolios of master planned communities (MPCs) spanning approximately 101,000 gross acres, as well as operating properties, strategic developments, and other unique assets across six states from New York to Hawai‘i. We create some of the most sought-after communities in the country by curating an environment tailored to meet the needs of our residents and tenants. Our ~~Competitive~~unique ~~Strengths~~business model allows us to drive outsized risk-adjusted returns while maintaining a sharp focus on sustainability to ensure our communities are equipped with the resources to last several decades.

We ~~distinguish~~operate ~~ourselves~~through four business segments: Operating Assets, MPCs, Strategic Developments, and Seaport. We create a unique and continuous value-creation cycle through operational and financial synergies associated with our three primary business segments of Operating Assets, MPCs, and Strategic Developments. In our MPC segment, we plan, develop, and manage small cities and large-scale, mixed-use communities in markets with strong long-term growth fundamentals. This business focuses on the horizontal development of residential land. The improved acreage is then sold to homebuilders who build and sell homes to new residents. New homeowners create demand for commercial developments, such as retail, office, and multi-family offerings. We build these commercial properties through Strategic Developments at the appropriate time using the cash flow harvested from the sale of land to homebuilders, which helps mitigate development risk. Once the commercial developments are completed, the assets transition to Operating Assets, which increase recurring Net Operating Income (NOI), further funding our Strategic Developments. New office, retail, and other ~~real~~commercial ~~estate~~amenities ~~companies~~make ~~through~~our MPC residential land more appealing to buyers and increase the ~~following~~velocity ~~competitive~~of ~~strengths:~~land sales at premiums that typically exceed the broader market. This increased demand for residential land generates more cash flow from MPCs, thus continuing the value-creation cycle. Our fourth business segment, Seaport, is one of the few multi-block districts largely under private management by a single owner in New York City.

~~–Track~~HHC ~~Record~~2023 ofFORM ~~Value Creation. We have completed the development of 7.5 million square feet of office and retail operating properties, 4,637 multi~~10-family units and 909 hospitality keys since 2011. Excluding land which we own, we have invested approximately $3.0 billion in these developments, which is projected to generate a 9.3% yield on cost, a significant spread over market cap rates which, in turn, has generated meaningful value for our shareholders. These investments and returns exclude condominium development as well as projects under construction such as the Seaport. 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 3,591 condominium units, which have approximately 97.5% units sold as of December 31, 2022.K | 4

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~~–Unique,~~Our ~~Diverse~~assets ~~Portfolio. We~~are ~~own~~located aacross ~~portfolio~~the United States, with ~~many~~the ~~diverse~~vast ~~market-leading~~majority of the assets in our Operating Assets segment located ~~across~~within ~~seven~~our ~~states~~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. Our MPCs, including our Floreo joint venture, span approximately 101,000 gross acres, with aapproximately ~~combination~~22,000 residential acres of ~~steady~~land ~~cash~~remaining ~~flow~~to be developed and ~~longer~~sold in high-~~term~~demand ~~value~~geographic ~~creation~~areas. ~~opportunities~~In addition to the residential land, our MPC segment contains approximately 13,000 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.

~~–Significant~~HHC ~~Value~~was incorporated ~~Creation~~in ~~Opportunity. We~~Delaware ~~have~~on anJuly 1, ~~exceptional~~2010. ~~development~~Financial ~~pipeline~~information ~~with~~about ~~over~~each ~~100 million square feet~~ of ~~vertical entitlements remaining across~~ our ~~portfolio.~~segments ~~This~~is ~~represents~~presented ~~approximately~~in 13Note ~~times~~17 ~~the~~- ~~7.5~~Segments ~~million square feet we have delivered~~ in the ~~last~~Notes ~~twelve years without having~~ to ~~acquire~~Consolidated ~~another~~Financial ~~development~~Statements ~~site~~under orItem ~~external~~8 ~~asset,~~of ~~which~~this weForm ~~believe is a significant competitive advantage over other real estate development corporations~~10-K.

–Flexible Balance Sheet. We ended the year with $626.7 million of cash on hand. As of December 31, 2022, our total debt equaled approximately 49.4% 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 unconsolidated ventures less cash and Special Improvement District (SID) and Municipal Utility District (MUD) receivables, equaled approximately 45.9% of our total enterprise value. Unconsolidated ventures refer to partnerships or joint ventures primarily for the development and operation of real estate assets. Our strong balance sheet provides substantial insulation against potential downturns and provides us with the flexibility to evaluate new real estate project opportunities.

–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 nor are we restricted from investing in any asset type, amenity or service, unlike many other real estate companies, which are limited in their activities because they have elected to be taxed as a real estate investment trust (REIT). We believe our structure currently provides us with significant financial and operating flexibility to maximize the value of our real estate portfolio.

Competition

The nature and extent of our competition depends on the type of property involved. With respect to our Operating Assets segment and our Landlord Operations within the Seaport segment, we primarily compete for retail, office and multi-family tenants. 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) amenities; (4) walkable retail; (5) commute time; (6) efficiency of space; and (7) demographics of the available workforce. For residential tenants of our multi-family properties in our Operating Assets segment, we believe the principal 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.

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; Phoenix, Arizona; and the Baltimore, Maryland/Washington, D.C. markets. Significant factors that we believe allow us to compete effectively in this business include:

–the size and scope of our MPCs

–strong reputation within the industry and years of experience serving our communities

–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 the Managed Businesses and Events & Sponsorships within our Seaport segment, the restaurant and event industry is intensely competitive with respect to the type and quality of food, price, service, restaurant or event location, personnel, brand, attractiveness of facilities, availability of carryout and home delivery, internet and mobile ordering capabilities and effectiveness of advertising and marketing. We compete in the New York area for guests, management and hourly personnel.

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With respect to our Strategic Developments segment and certain assets subject to development in our Seaport segment, including 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.

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.


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~~detail on individual properties, including assets by reportable segment, geographic location, and predominant use at December 31, ~~2022~~2023. This section should be referred to when reading Item 7. Management’s ~~Discussion~~Narrative ~~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, ~~2022~~2023, we have 7573 Operating Assets, including our investments in unconsolidated ventures, consisting of 1211 retail properties, 3534 office properties, 1517 multi-family properties, and 1311 other operating properties or investments. Excluding our projects under construction, we own approximately 8.8 million square feet of retail and office space and 5,~~030~~587 multi-family units.

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 that 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. Revenue is primarily generated through rental services and is directly impacted by trends in rental 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. In ~~2022~~2023, the Company completed the sale of ~~three~~two ~~retail~~land ~~properties~~parcels in Honolulu, ~~Outlet~~Hawai‘i, ~~Collection~~including atan ~~Riverwalk~~11,929-square-foot ~~Lake~~building ~~Woodlands~~at ~~Crossing~~the ~~and~~Ward ~~Creekside~~ Village ~~Green~~Retail property, as well as ~~the~~two ~~Company’s~~self-storage ~~interest~~facilities inand ~~the~~a ~~110~~medical ~~North~~office ~~Wacker~~building ~~office~~in ~~property~~The Woodlands, for total net proceeds after debt repayment of $~~215~~43.93 million.

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.

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Master Planned Communities

As of December 31, ~~2022~~2023, weour ~~own~~portfolio ~~the~~of MPCs ofcomprises Summerlin in Las Vegas; The Woodlands, The Woodlands Hills and Bridgeland in the Houston region; and Teravalis ~~(formerly named Douglas Ranch)~~ in the Phoenix 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 ~~ninth~~fourth and ~~twentieth~~fifth ~~highest~~top-selling master planned communities in the nation, respectively, for the year ended December 31, ~~2022~~2023.

We expect the competitive position, desirable locations, and land development expertise to drive the long-term growth of our MPCs. As of December 31, ~~2022~~2023, our MPCs, including ~~our~~ Floreo, our unconsolidated joint venture near Phoenix, Arizona, encompass approximately ~~118~~101,000 gross acres of land and include approximately 3735,000 acres of land available for sale or development. 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 10- 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 builder 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

~~The~~On ~~Seaport~~October ~~spans~~5, ~~approximately 473~~2023,~~000~~ ~~square~~HHH ~~feet~~announced ~~and~~the ~~several~~intent ~~city~~to ~~blocks,~~form ~~including~~a ~~Pier~~new 17division, ~~the~~Seaport ~~Tin Building~~Entertainment, ~~the~~that ~~Historic~~is ~~District~~expected ~~and~~to ~~the~~include ~~250~~all ~~Water~~of ~~Street~~the ~~development.~~assets ~~Our~~in the Seaport segment, isas ~~part~~well ~~non~~as the Las Vegas Aviators Triple-~~stabilized~~A ~~operating~~Minor ~~asset~~League Baseball team, ~~part~~the ~~development~~Las ~~project~~Vegas Ballpark, and ~~part~~our ~~operating~~80% ~~business.~~interest ~~Due~~in to the ~~range~~air ofrights ~~asset~~above ~~types~~the ~~discussed~~Fashion ~~above,~~Show weMall ~~categorize~~in ~~the~~Las ~~businesses~~Vegas. inHHH ~~the~~is establishing Seaport ~~segment~~Entertainment ~~into~~with the ~~following~~intention ~~groups:~~of ~~Landlord~~completing ~~Operations~~its spinoff as an independent, ~~Managed~~publicly ~~Businesses~~traded company in 2024, but there can be no assurance regarding the ~~Tin~~ultimate ~~Building~~timing ~~and~~of ~~Events~~the ~~and~~spinoff ~~Sponsorships~~or that the spinoff will ultimately occur.

~~Throughout~~The ~~2022,~~Seaport wespans ~~have~~approximately ~~continued~~472,000 tosquare ~~execute~~feet onand ~~our~~several ~~long-term~~city ~~vision~~blocks, ~~for~~including ~~the~~Pier ~~Seaport.~~17, In the ~~first~~Tin ~~quarter of 2022~~Building, the ~~Company~~Historic ~~paid $45 million for a 25% interest in Jean-Georges Restaurants~~District, ~~which currently operates over 40 restaurant~~ and ~~hospitality~~the ~~offerings~~250 ~~around~~Water ~~the~~Street ~~world~~development. ~~The~~Our ~~Company~~Seaport ~~also~~segment ~~paid~~is ~~$10~~part ~~million~~non-stabilized inoperating ~~exchange~~asset, ~~for~~part ~~the~~development ~~option~~project, toand ~~acquire~~part upoperating ~~to an additional 20% interest in Jean-Georges Restaurants~~business. InDue ~~the~~to ~~third~~this ~~quarter~~range of ~~2022~~asset types, ~~the~~we ~~Company~~categorize ~~opened~~ the ~~Tin~~businesses ~~Building,~~in ~~which~~the ~~includes~~Seaport ~~both~~segment ~~landlord~~into ~~operations and managed business. The Company owns 100% of~~ the ~~Tin~~following ~~Building~~groups: ~~which~~Landlord isOperations, ~~leased~~Managed ~~100%~~Businesses, to the Tin Building ~~by Jean-Georges joint venture~~, aand ~~managed~~Events ~~business~~and ~~in which the Company has an equity ownership interest~~Sponsorships.

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In October 2020, we announced our comprehensive proposal for the redevelopment of 250 Water Street, which includes the transformation of this underutilized full-block surface parking lot into a mixed-use development that will include affordable and market-rate apartments, community-oriented spaces and office space. This project, which includes approximately 547,000 zoning square feet, presents a unique opportunity at the Seaport to redevelop this site into a vibrant mixed-use asset, provide long-term viability to the South Street Seaport Museum and deliver much-needed affordable housing and economic stimulus to the area. In May 2021, we received approval from the New York City Landmarks Preservation Commission (LPC) on our proposed design for the 250 Water Street site. HHC received final approvals in December 2021 through the New York City Uniform Land Use Review Procedure known as ULURP, which will allow the necessary transfer of development rights to the parking lot site. Also in December 2021, an amendment to the Seaport ground lease was executed giving HHC extension options, at the discretion of HHC, for an additional 48 years from its current expiration in 2072 until 2120. We received a building foundation permit from the New York City Department of Buildings and began initial foundation work and remediation in the second quarter of 2022. Remediation of the site as a volunteer of the New York State Brownfield Cleanup program is expected to be completed in 2023. Various lawsuits have been filed challenging the LPC’s approval of our development project. For additional information regarding these lawsuits, see Note 10 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

Total estimated aggregate project costs remaining to be spent and funded by HHC as of December 31, 2022, for the Seaport projects currently under construction, excluding the 250 Water Street development, are $38.9 million.


Strategic Developments

Our Strategic Developments segment consists of 1418 development or redevelopment projects, including developments within our MPCs that will transition to Operating Assets upon completion and condominium towers at Ward Village. Many of these developments 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 ongoing 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, ~~2022~~2023, weseven ~~had six~~ properties are under construction and not yet placed into service. We generally obtain construction financing to fund a significant amount of the costs associated with developing these assets. Total estimated aggregate project costs remaining to be spent on our properties under construction as of December 31, 2022, were $1.1 billion, of which $126.0 million will be funded by HHC and the remaining cost will be funded with existing debt.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Our expansive portfolio and tremendous scale give HHC a unique opportunity to build next-generation communities and make a meaningful, positive impact on people’s lives at a local, regional and national level. We are acutely aware of the responsibility that comes along with that opportunity. Building on our reputation for excellence and innovation, we remain focused on making our developments sustainable; giving back to our communities; protecting our landscapes; supporting inclusivity; and establishing communities that create value and well-being for generations to come.

Acknowledging the power of our scale, as well as the opportunities for taking climate action, we are amplifying and accelerating our efforts to further advance resiliency, conservation, innovation, and inclusion throughout our large-scale, mixed-use communities. We have aligned our community strategies to support the United Nations Sustainable Development Goals (UN SDGs), defined by the UN as the blueprint for achieving a better and more sustainable future for all—a framework that helps us view our people-centric approach to development and management through the global lens of our planet’s most pressing issues.

Our program is overseen by our CEO, President and Board of Directors. Additional details on our sustainable, inclusive and transparent approach are available in our latest ESG annual report now called the HHCommunities Report, which can be found on the Company’s website (https://www.howardhughes.com/our-company/esg). This annual report looks back at the collective efforts of the Howard Hughes team in 2021. It reflects each business segment and region across our national portfolio of Master Planned Communities (MPCs), Strategic Developments, Operating Assets and the Seaport. Our disclosure is in accordance with the Global Reporting Initiative’s (GRI) 2020 Standards. Prior to this report, the most recent report was published in November 2021 and covered calendar year 2020.

Environmental Strategy and Performance

Our guiding principle that drives the development of our award-winning master planned communities is, ‘How you live, how we build’. Each community manages and addresses its unique context through resilient planning, green building design, high operational performance and ongoing risk management. We continue to monitor and refine our approach as developments transition into operating assets in order to ensure continued support for the responsible use of resources, conservation and efficiency measures. From an operational standpoint, we measure energy, water, emissions and waste performance and proactively pursue efforts to reduce our impact across our portfolio. These efforts align with UN Sustainable Development Goals 6, 7, 12, 13 and 15, all of which focus on climate health and responsible resource stewardship. We complement this holistic approach with programs and actions customized for the age, asset type and regional considerations of our diverse properties. Data-driven analysis, engineering insights and occupant feedback drive unique strategies for each of our buildings.

In 2017, we set 10-year environmentally focused goals for energy use reduction, water use reduction, waste reduction and diversion and carbon emission reduction. We report our progress against the goals annually in our HHCommunities report and leverage industry leadership programs to benchmark environmental performance. Our sustainability report highlighted our management of climate-related risks and opportunities in line with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. Annually we work with DNV Business Assurance USA, Inc. to externally confirm our energy consumption, water consumption, greenhouse gas emissions and waste data. Leadership in Energy and Environmental Design (LEED), U.S. Environmental Protection Agency’s (EPA) ENERGY STAR and BOMA 360 certifications validate our use of sustainable design, construction and operations principles that result in reduced resource usage, decreased emissions and better well-being for building occupants. We achieved 16 ENERGY STAR certifications, 10 BOMA 360 certifications, 1 LEED certification, 2 LEED precertifications and 10 LEED registered projects, raising our total count to 82 active and pending certifications. The Woodlands, established in 1974, is the largest MPC in the world to receive LEED precertification; the recognition demonstrates HHC’s alignment with sustainability principles for nearly five decades.

In 2022, HHC was recognized by Global Real Estate Sustainability Benchmark (GRESB) for its sustainability leadership, earning the top ranking in the U.S. Diversified Listed peer group for the 2022 GRESB Real Estate Assessment’s Standing Investments Benchmark. The Company was also recognized as Sector Leader in the Americas Diversified category for its sustainability performance and best practices within the real estate industry. HHC’s first-place peer group ranking was determined by its strong portfolio-wide performance across topics of sustainability, inclusion and transparency. Two key scoring components of the Real Estate Assessment include management and performance. The management component measures an entity’s overall strategy and leadership, approach to stakeholder engagement, and policies and processes. The performance component measures an entity’s environmental and social performance.

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Social Strategy and Impact

Human Capital We build vibrant, diverse, and culturally rich communities that deliver an exceptional quality of life for generations to come. Our dedicated and talented team continues the work of the forward-thinking placemakers—James Rouse, George Mitchell, Victoria Ward and Howard Hughes—whose collective legacy of innovation, imagination, and excellence form the basis of our company. As of December 31, 2022, we had approximately 565 employees supporting our core business, with an additional 175 employed at the Las Vegas Ballpark, including seasonal staff required to support ongoing ballpark events and merchandising operations.

The continuous development of our employees—at work, and at home—is intrinsically linked to our Company’s ever-evolving creation and stewardship of inclusive, sustainable community living. We encourage continued learning through tuition reimbursement, student debt management resources, and a fund for non-job-related training. To support our employees’ personal well-being, we offer competitive programs for our employees and their families at all stages of life, including a robust health benefits plan, 401k match plan, up to 12 weeks of fully paid leave for parents welcoming new children, financial support of adoption, donation, and surrogacy services, and bicycle reimbursement.

In 2022, HHC continued to build upon our Diversity, Equity, and Inclusion (DEI) strategies to elevate our overall goals and experiences for our employees and communities. We strive for diversification and retention of talent that ultimately drives top performance, diverse thought, inclusive culture, and leadership development. We invest in processes that help to activate equitable access for employee growth, both personally and professionally. We provide opportunities for all to develop a sense of belonging, fair representation, and engagement through initiatives such as trainings, strategic talent acquisition partnerships, Employee Resource Groups, and annual DEI goals. As of December 31, 2022, our workforce was 52% female and 35% ethnically diverse. Employees at a Vice President level or above were 31% female and 19% ethnically diverse. Through multiple initiatives, we continue to find opportunities to increase the diversity of our teams.

In addition to our focus on our employees, we are highly attuned to how we impact the lives of those within our communities, and we support over 350 causes of local charities through monetary donations and volunteerism within our HHCares program. In 2022, the Company donated over $3.9 million nationwide, and matched more than $80,000 of individual employee donations to registered 501c3 non-profit organizations. Our employees also donated upwards of 1,300 hours of volunteer time throughout 2022.

At Howard Hughes, we recognize that our people are the lifeblood of all we do, and we are committed to supporting them in all aspects of life. We believe better people make better companies, and better companies build better communities.

Governance and Risk Management

In order to identify, monitor, and mitigate potential risks that could impact our organization and investors, The Howard Hughes Corporation has made governance and risk management a top Board priority. As part of our corporate governance framework, we have a formal Enterprise Risk Management (ERM) Program that is overseen by the Board’s Risk Committee and led by our Risk Management team. The Risk Committee helps to evaluate the effectiveness of the ERM Program and the performance of the Risk Management team. It also reviews and monitors risks that have been identified and are considered critical by management, such as capital, market, liquidity, legal, regulatory, operational, reputational and strategic risks. The Risk Committee reviews and approves periodic risk assessment results and reviews risk mitigation activities deemed material by management. The Risk Committee also reviews risk mitigation activities for emerging risks and oversees management’s approach to fostering a risk-intelligent culture.

HHC’s program is shaped and supported by the Board and encompasses a range of corporate governance policies and guidelines that include but are not limited to: Anti-Corruption Compliance Policy, Board Diversity Policy, Cybersecurity Policy, Code of Business Conduct and Ethics for Officers and Employees, Code of Business Conduct and Ethics for the Board of Directors, Corporate Governance Guidelines, and Insider Trading Policy. These policies and our Human Rights Policy are published on the Company’s website (https://investor.howardhughes.com/documents).

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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 levels 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 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.

Additionally, changes to our procedures or additional procedures, implemented to comply with public health orders or best practice guidelines as a result of the ongoing COVID-19 pandemic, may increase our costs or reduce our productivity and thereby affect our business, financial condition or results of operations.

For further information see Governance and Risk Management above.

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Item 1A. Risk Factors

The risks and uncertainties described below are those that we deem currently to be material, and do not represent all of the risks that we face. Additional risks and uncertainties not presently known to us or that we currently do not consider material may in the future become material and impair our business operations. If any of the following risks actually occur, our business could be materially harmed, and our financial condition and results of operations could be materially and adversely affected. Our business, prospects, financial condition, or results of operations could be materially and adversely affected by the following:


RISKS RELATED TO OUR 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 number 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.

~~Interest rates have increased substantially over the last year and may continue to increase. As a result, mortgage rates more than doubled in fiscal year 2022.~~ 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~~could be adversely affected by increases in interest rates (which generally rose in 2022 and 2023), 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. ~~We cannot predict whether interest rates will continue to rise, or the paces of the increases, but further increases would likely have a considerable impact on condominium demand.~~

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 changing macroeconomic and other conditions, including slow growth or recession, higher interest rates, high unemployment, inflation, and/or ~~COVID-19~~tighter credit. 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.

AnA ~~office or retail~~ tenant may experience a downturn in its business, due to a variety of factors including rising inflation or supply chain issues, 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 higher interest rates. In the event of default by a tenant, we may experience delays in enforcing our rights as the landlord and may incur substantial costs in protecting our investment.

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being negatively impacted by higher interest rates or the COVID-19 pandemic. In the event of default by a tenant, we may experience delays in enforcing our rights as the 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 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. For example, delays in payments and the rate of defaults on existing leases increased from historical levels during the COVID-19 pandemic 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 depend 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.

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 in a limited number of geographic regions, including Texas, Hawai‘i, Nevada, New York, and Maryland. In October 2021, we announced the launch of Teravalis, a new large-scale master planned community in the West Valley of Phoenix, Arizona. Our current and future 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, climate change 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 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~~many 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.

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~~Vegas~~Further, ~~including~~Summerlin ~~cost~~is ~~and~~to ~~availability~~some ofdegree ~~air~~dependent ~~services~~on ~~and~~ the ~~impact~~gaming ofindustry, ~~any~~which ~~events~~could ~~that~~be ~~disrupt~~adversely ~~air~~affected ~~travel~~by tochanges in consumer trends and ~~from~~preferences ~~these~~and ~~regions.~~other ~~Moreover,~~factors ~~these~~over ~~properties~~which ~~may~~we behave ~~affected~~no control. The gaming industry is characterized by ~~risks~~an ~~such~~increasingly ashigh ~~acts~~degree of ~~terrorism~~competition ~~and~~among ~~natural~~a ~~disasters~~large number of participants, including ~~major~~riverboat ~~fires~~casinos, ~~floods~~dockside casinos, land-based casinos, video lottery, sweepstakes, and ~~earthquakes~~poker machines, asmany ~~well~~of aswhich ~~severe~~are orlocated ~~inclement~~outside ~~weather~~of Las Vegas. Furthermore, competition from internet lotteries, sweepstakes, and other internet-wagering gaming services, which ~~could~~allow ~~also~~their ~~decrease~~customers ~~tourism~~to ~~activity~~wager inon a wide variety of sporting events and play Las Vegas-style casino games from home or ~~Hawai‘i~~in non-casino settings, could negatively impact the population in the Las Vegas area.

~~Further,~~Markets ~~Summerlin~~and ~~is to some degree dependent on~~ the ~~gaming~~local ~~industry,~~economies ~~which~~surrounding ~~could~~our beproperties ~~adversely affected by changes~~ in ~~consumer~~Columbia, ~~trends~~Maryland ~~and~~are ~~preferences~~heavily ~~and~~influenced ~~other factors over which we have no control. The gaming industry is characterized~~ by angovernment ~~increasingly~~spending ~~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~~activity. ~~Furthermore,~~A ~~competition~~reduction ~~from internet lotteries, sweepstakes and other internet-wagering gaming services, which allow their customers to wager on a wide variety~~ of ~~sporting~~government ~~events~~spending ~~and play Las Vegas-style casino games from home or~~ in ~~non-casino~~this ~~settings,~~market generally could ~~negatively~~decrease ~~impact~~ the ~~population~~demand infor ~~the~~housing ~~Las Vegas area. Expansion of internet gaming in other jurisdictions (both legal~~ and ~~illegal)~~retail ~~could~~space ~~further compete with the gaming industry~~ in ~~Las~~this ~~Vegas,~~geographic ~~which could have a negative impact on the local Las Vegas economy and result in an adverse effect on Summerlin and Downtown Summerlin~~region.

~~Markets~~The Woodlands, The Woodlands Hills, and Bridgeland in the ~~local~~Houston, ~~economy~~Texas ~~surrounding~~region ~~our~~depend ~~properties~~significantly inon ~~Columbia,~~the ~~Maryland~~energy ~~are~~sector. ~~heavily~~Our ~~influenced~~success bydepends ~~government~~to ~~spending~~a ~~and~~large extent upon the business activity., Apopulation, ~~reduction~~income oflevels, ~~government~~employment ~~spending~~trends, and real estate activity in ~~this~~and ~~market~~around ~~generally~~Houston, ~~could~~Texas. ~~decrease~~In the event that oil prices fall and remain depressed for a sustained period, demand may decrease for housing and ~~retail~~commercial space in ~~this~~The ~~geographic~~Woodlands, ~~region~~Bridgeland, and The Woodlands Hills.

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.

Additionally, the success of Summerlin, our master planned community in Las Vegas, Nevada, and Teravalis, our new master planned community in the Phoenix, Arizona region, may be negatively impacted by changes in temperature due to climate change, increased stress on water supplies caused by climate change and population growth and other factors over which we have no control.

~~Finally,~~If weany ~~are~~or ~~subject~~all of the factors discussed above were to ~~local~~occur ~~government~~and ~~responses~~result in our inability to ~~the~~sell ~~COVID-19~~or ~~pandemic~~lease our residential and commercial property in ~~each~~any of these ~~areas~~geographic ~~which~~regions, ~~may~~it bewould ~~stricter~~likely ~~than~~have ~~federal~~a ~~mandates,~~material ~~and~~adverse ~~disproportionately~~effect ~~affect~~on our business, ~~given~~financial ~~the~~condition, ~~aforementioned~~and ~~concentration~~results of ~~our properties~~operations.

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 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 additional 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, 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 by our partners, 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.

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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 the 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.

AHHC ~~number~~2023 ofFORM 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 Houston10-area MPCs, Ward Village and the Seaport 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.K | 9


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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, and the Seaport are located in regions that 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’s operational results are volatile, which could have an adverse effect on our financial position and results of operations.

The Seaport’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 our various managed businesses. We own, either wholly or through joint ventures, and in some instances operate several start-up businesses in the Seaport. As a result, the revenues and expenses of these businesses directly impact the net operating income of the Seaport, 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.

~~(i)~~We ~~seasonality;~~are ~~(ii)~~exposed ~~potential~~to ~~sponsorship revenue; (iii) potential event revenue; and (iv) business operating~~ risks ~~from~~associated ~~various~~with ~~start-up businesses. We own, either wholly or through joint ventures, and in some instances operate, several start-up businesses in~~ the ~~Seaport. As a result~~development, ~~the revenues and expenses of these businesses directly impact the net operating income of the Seaport~~redevelopment, ~~which~~or ~~could~~construction ~~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~~.

WeOur ~~are exposed to risks associated with the~~ development, redevelopment, orand construction ofactivities ~~our~~expose ~~properties.~~us to risks such as:

Our development, redevelopment and construction activities expose us to risks such as:

–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

–supply chain issues and increased difficulty for workforce recruitment which may lead to construction delays and increased 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

~~HHC~~If ~~2022~~any ~~FORM~~of ~~10-K | 15~~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.

RISK FACTORS Table of ContentsIndex to Financial Statements

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~~HHC ~~outcomes~~2023 ofFORM 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. 10-K | 10

~~For~~RISK ~~example,~~FACTORS weTable are directly paying the costs to repair certain construction defects at the Waiea condominium tower in Ward Village and will seek to recoup these costs from the general contractor and other responsible parties. We have subsequently entered into a settlement agreement with the Waiea homeowners association pursuant to which we have agreed to pay for the repair. 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~~ContentsIndex ~~costs will be recovered. The Company recorded total estimated repair costs related~~ to ~~this~~Financial ~~matter of $99.2 million in 2020, $21.0 million in 2021, and $2.7 million in 2022.~~Statements

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 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.

For example, we are directly paying the costs to repair certain construction defects at the Waiea condominium tower in Ward Village and will seek to recoup these costs from the general contractor and other responsible parties. We have subsequently entered into a settlement agreement with the Waiea homeowners association pursuant to which we have agreed to pay for the repair. We believe the general contractor is ultimately responsible for the defects and as such, we should be entitled 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. Total estimated cost related to the remediation is $155.4 million, inclusive of $16.1 million of additional anticipated costs recognized in 2023.

Cybersecurity risks and incidents, such as 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 are 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~~our ~~Company’s~~ operating costs and adversely impact ~~the~~our ~~Company’s~~ ability to market ~~the~~our ~~Company’s~~ properties and services.

Additionally, we rely on our information technology systems to be able to monitor and control our operations, adjust to changing market conditions and implement strategic initiatives. ~~Any~~We ~~disruptions~~own inand manage some of these systems but also rely on third parties for a range of products and services. Any disruptions in or the failure of ~~these~~our own systems, or those managed by third parties, to operate as expected could adversely affect our ability to access and use certain applications and could, depending on the nature and magnitude of the problem, adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, and implement strategic initiatives.

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.

~~HHC~~Any ~~2022~~such ~~FORM~~incident 10could 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-~~K | 16~~breach for which they alone are responsible or for which we are jointly responsible for, which could result in a material adverse effect on our business, results of operations, and financial condition.

Like many companies, we and our third party vendors have been impacted by security incidents in the past and will likely experience security incidents of varying degrees. While we do not believe these incidents have had a material impact to date, 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. The rapid evolution and increased adoption of artificial intelligence technologies may also intensify our privacy and information security risks. Further, there has been a surge in widespread cyber-attacks during and since the COVID-19 pandemic, and the use of remote work environments and virtual platforms may increase our risk of cyber-attack or data security breaches. In light of the increased risks, we have dedicated substantial additional resources of expense, labor, and time to

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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. Further, there has been a surge in widespread cyber-attacks during and since the COVID-19 pandemic, and the use of remote work environments and virtual platforms may increase our risk of cyber-attack or data security breaches. 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.

Global economic and political instability and conflicts, such as the conflict between Russia and Ukraine and the more recent Israel-Hamas war, could adversely affect our business, financial condition, or results of operations.

Our business could be adversely affected by unstable economic and political conditions within the ~~United~~U.S. ~~States~~ and foreign jurisdictions and geopolitical conflicts, such as the conflict between Russia and Ukraine and the more recent Israel-Hamas war. While we do not have any customer or direct supplier relationships in ~~either~~any ~~country~~of these countries, the current military ~~conflict,~~conflicts and related sanctions, as well as export controls or actions that may be initiated by nations (e.g., potential cyberattacks, disruption of energy flows, etc.) and other potential uncertainties could adversely affect our supply chain by causing shortages or increases in costs for materials necessary tofor ~~construct~~construction. ~~homes~~These ~~and/or~~conflicts ~~increases~~have toalready ~~the~~resulted ~~price~~in ofsignificant ~~gasoline~~volatility in oil and ~~other~~natural-gas ~~fuels~~prices worldwide. In addition, such events could cause higher interest rates, inflation, or general economic uncertainty, which could negatively impact our business partners, employees, or customers, or otherwise adversely impact our business.

Some of ~~our~~HHH’s 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~~HHH’s 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~~HHH’s 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~~The Code of Business Conduct and Ethics applicable to ~~our~~HHH’s directors expressly provides, as permitted by Section 122(17) of the Delaware General Corporation Law (the DGCL), that ~~our~~HHH’s non-employee directors are not obligated to limit their interests or activities in their non-director capacities or to notify usHHH 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 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~~HHH’s board of directors.

Pershing Square will have the ability to influence ~~our~~HHH’s policies and operations and its interests may not in all cases be aligned with other ~~stockholders~~stakeholders.

Pershing Square beneficially owns approximately 3137.97% of ~~our~~HHH’s outstanding common stock as of December 31, ~~2022~~2023. Additionally, Mr. William Ackman, founder and ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer of Pershing Square, is the chairman of ~~our~~HHH’s 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~~stakeholders’ interests.

~~HHC~~RISKS ~~2022~~RELATED ~~FORM~~TO ~~10-K | 17~~THE SPINOFF AND OUR RELATIONSHIP WITH SEAPORT ENTERTAINMENT

The spinoff of Seaport Entertainment into an independent publicly traded company may not be completed on the currently contemplated timeline, or at all, and we may not achieve some or all of the spinoff’s expected benefits.

On October 5, 2023, HHH announced its intent to form a new division, Seaport Entertainment, that is expected to include our entertainment-related assets in New York and Las Vegas, including the Seaport in Lower Manhattan and the Las Vegas Aviators Triple-A Minor League Baseball team, as well as our 25% ownership stake in Jean-Georges Restaurants and other partnerships and our 80% interest in the air rights above the Fashion Show Mall in Las Vegas. HHH is

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establishing Seaport Entertainment with the intent of completing its spinoff as an independent, publicly traded company in 2024, but there can be no assurance regarding the ultimate timing of the spinoff or that the spinoff will ultimately occur.

Completion of the spinoff is subject to the satisfaction of certain conditions, including obtaining final approvals from HHH’s board of directors; the completion of the transfer of assets and liabilities to Seaport Entertainment in accordance with the separation and distribution agreement; due execution and delivery of the agreements relating to the spinoff; no order, injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition in effect preventing the consummation of the spinoff, the distribution, or any of the related transactions; acceptance for listing on a national stock exchange of the Seaport Entertainment shares to be distributed, subject to official notice of distribution; and no other event or development having occurred or being in existence that, in the judgment of our board of directors, in its sole discretion, makes it inadvisable to effect the spinoff. The spinoff is complex in nature, and unanticipated developments or changes, including changes in the law, macroeconomic environment, and competitive conditions of our markets, the uncertainty of the financial markets, and challenges in executing the spinoff, could delay or prevent the completion of the spinoff or cause the spinoff to occur on terms or conditions that are different or less favorable than expected.

Whether or not HHH completes the spinoff, our ongoing business may face material challenges in connection with the spinoff, including, but not limited to:

–uncertainty about the effect of the spinoff on our employees and third parties with whom we conduct business, which may impair our ability to retain and motivate key personnel and could cause such third parties to defer or decline entering into contracts with us or seek to change existing business relationships with us

–foreseen and unforeseen costs and expenses that we will incur in connection with the spinoff, including accounting, tax, legal, and other professional services costs

–potential negative reactions from the financial markets if HHH fails to complete the spinoff in its currently intended form, within the anticipated timeframe or at all

If HHH does complete the spinoff, the anticipated benefits may not be achieved, may be delayed, or may be less advantageous than anticipated for a variety of reasons, including that the actions required to separate the companies’ respective businesses could disrupt each company’s operations; following the spinoff, each company may be more susceptible to market fluctuations and other adverse events than if the companies were still combined; and following the spinoff the companies’ businesses will be less diversified than the combined businesses prior to the spinoff.

Seaport Entertainment may fail to perform its obligations under various transaction agreements that will be executed as part of the spinoff.

The separation and distribution agreement and other agreements HHH intends to enter into in connection with the spinoff will determine the allocation of assets and liabilities between us and Seaport Entertainment following the spinoff and will include any necessary indemnifications related to liabilities and obligations. We will rely on Seaport Entertainment after the spinoff to satisfy its performance and payment obligations under these agreements. If Seaport Entertainment is unable to satisfy these obligations, including its indemnification obligations, we could incur operational difficulties or losses that could have an adverse effect on our business, financial condition, and results of operations.

After the spinoff, certain HHC executive officers and directors may have actual or potential conflicts of interest because of their equity interests in Seaport Entertainment.

Because of their current or former positions with the Company, certain HHC executive officers and directors are expected to own equity interests in Seaport Entertainment. Their ownership of shares of common stock of Seaport Entertainment could create, or create the appearance of, potential conflicts of interest if we and Seaport Entertainment face decisions that could have implications for both companies after the spinoff.

If the distribution fails to qualify as a distribution under Section 355 of the Internal Revenue Code of 1986, as amended (the Code), HHH and its shareholders could incur significant adverse tax consequences.

The distribution is conditioned upon, among other things, our receipt of an opinion of Latham & Watkins LLP, tax counsel to HHH, regarding the qualification of the distribution as a distribution under Section 355 of the Code. There is no administrative or judicial authority that directly addresses facts that are substantially similar to those of the distribution, and the opinion of tax counsel is therefore not free from doubt. Moreover, the opinion of tax counsel will be based on, among other things, certain factual assumptions, representations, and undertakings from Seaport Entertainment and HHH, including those regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these factual assumptions, representations, or undertakings is incorrect or not satisfied, HHH may not be able to rely on the opinion, and HHH and its shareholders could be subject to significant adverse U.S. federal income tax consequences. In addition, the opinion of tax counsel will not be binding on the U.S. Internal Revenue Service (the IRS) or the courts, and, notwithstanding the opinion of tax counsel, the IRS could determine that the distribution does not so qualify or that

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the distribution should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the distribution.

If the distribution is ultimately determined not to qualify as a distribution under Section 355 of the Code, the distribution could be treated as a taxable disposition of common shares of Seaport Entertainment by HHH and as a taxable dividend or capital gain to its shareholders for U.S. federal income tax purposes. In such case, HHH and its shareholders that are subject to U.S. federal income tax could incur significant adverse U.S. federal income tax consequences.


FINANCIAL RISKS

Our indebtedness and changing interest rates 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, ~~2022~~2023, our total consolidated debt was approximately $45.73 billion ~~(excluding an undrawn balance~~ of ~~$200 million on the Secured Bridgeland Notes) of~~ which $2.1 billion was recourse to the Company or one of its subsidiaries. In addition, as of December 31, ~~2022~~2023, we have $2669.3 million of recourse guarantees associated with undrawn financing commitments. As of December 31, ~~2022~~2023, our proportionate share of the debt of our unconsolidated ventures was $~~125~~134.29 million based upon our economic interest. All of this indebtedness is without recourse to the Company, with the exception of the collateral maintenance obligation for Floreo.

Subject to the limits contained in the indentures governing the $475 million Bridgeland Notes due 2026, 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), 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 or experience an adverse change in interest rates, 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 Notes and Loan Agreements

–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, if any

–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 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

–make investments

–incur obligations that restrict the ability of our subsidiaries to make dividend or other payments to us

~~–consolidate,~~HHC ~~merge~~2023 orFORM ~~transfer all, or substantially all, of our assets~~10-K | 14


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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 product and geographic concentrations

–enter into transactions with our affiliates

–create or designate unrestricted subsidiaries

~~HHC~~Additionally, ~~2022~~certain ~~FORM~~of ~~10-K | 18~~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.

~~RISK~~We ~~FACTORS~~may ~~Table~~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, 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 provide any assurance that our lenders will waive any failure to do so. A breach of ~~ContentsIndex~~any of the covenants in, or our inability to ~~Financial~~maintain ~~Statements~~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.

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. 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.

WeThe ~~may~~Company's beparent ~~adversely~~holding ~~affected~~company, byHoward ~~changes~~Hughes inHoldings ~~LIBOR reporting practices~~Inc., ~~the method in which LIBOR~~ is ~~determined~~dependent oron the ~~use~~operations ofand ~~alternative~~funds ~~reference~~of ~~rates~~the Company.

OnThe ~~March~~Company’s 5parent holding company, ~~2021~~HHH, ~~the~~has ~~ICE~~no ~~Benchmark~~business ~~Administration~~operations ~~Limited, the administrator~~ of ~~LIBOR~~its own, and ~~the~~HHH’s ~~United~~only ~~Kingdom~~significant ~~Financial~~assets ~~Conduct~~are ~~Authority (FCA), which regulates~~ the ~~process~~outstanding ~~for~~equity ~~establishing~~interests ~~London~~of ~~Interbank~~its ~~Offered Rate (LIBOR)~~subsidiaries, ~~announced~~including ~~that~~the ~~all~~Company. ~~LIBOR~~As ~~settings~~a ~~will either cease to be published by any benchmark administrator~~result, orHHH norelies ~~longer~~on becash ~~representative~~flows ~~immediately~~from ~~after~~its ~~December 31~~subsidiaries, ~~2021,~~including ~~for~~the ~~most~~Company ~~LIBOR~~to ~~settings,~~meet ~~and~~its ~~immediately~~financial ~~after June 30~~obligations, ~~2023,~~including ~~for~~to ~~overnight,~~service ~~one-month,~~any ~~three-month,~~debt ~~six-month~~obligations ~~and 12-month U.S. dollar LIBOR settings. Accordingly, the FCA has stated~~ that itHHH ~~does~~may ~~not~~incur ~~intend~~from time to ~~persuade~~time orin ~~compel~~the ~~banks~~future. toLegal ~~submit~~and tocontractual ~~LIBOR~~restrictions ~~after~~in ~~such~~agreements ~~respective~~governing ~~dates.~~future Asindebtedness of ~~January~~the 1Company, ~~2022,~~as ~~publication~~well ofas ~~one-week~~the ~~and~~Company’s ~~two-month~~financial ~~U.S.~~condition ~~dollar~~and ~~LIBOR~~future ~~has~~operating ~~ceased~~requirements, ~~and~~may ~~regulated~~limit ~~U.S.~~the ~~financial~~Company’s ~~institutions~~ability ~~are~~to nodistribute ~~longer~~cash ~~permitted~~ to ~~enter~~HHH. ~~into~~If ~~new~~the ~~contracts~~Company ~~referencing~~is ~~any~~limited ~~LIBOR~~in ~~settings.~~its ~~The~~ability ~~Alternative~~to ~~Reference~~distribute ~~Rates~~cash ~~Committee~~to ~~(ARRC)~~HHH, aor ~~committee~~if ~~convened~~the byearnings ~~the~~or ~~Federal~~other ~~Reserve~~available ~~Board~~assets ~~and~~of the ~~New~~Company ~~York~~and ~~Federal~~HHH’s ~~Reserve~~other ~~Bank,~~subsidiaries ~~has~~are ~~proposed~~not ~~replacing~~sufficient ~~U.S.~~to ~~dollar~~pay ~~LIBOR~~distributions ~~with~~or amake ~~new~~loans ~~index~~to ~~based~~HHH ~~on trading~~ in ~~overnight repurchase agreements,~~ the ~~Secured~~amounts ~~Overnight~~or ~~Financing~~at ~~Rate~~the ~~(SOFR).~~times ~~The~~necessary ~~ARRC~~for ~~has~~HHH ~~formally announced and recommended SOFR as an alternative reference rate~~ to ~~LIBOR.~~meet Atits ~~this~~financial ~~time~~obligations, wethen ~~are~~HHH ~~not~~may ~~able~~take toactions ~~accurately~~with ~~predict~~respect ~~whether~~to ~~SOFR will become~~ the ~~most~~Company ~~prevalent~~that ~~alternative~~may ~~reference~~materially ~~rate~~adversely inaffect the ~~market~~business, orfinancial ~~what~~condition, ~~impact~~cash ~~the transition from LIBOR to alternative reference rates may have on our business~~flows, results of operations, and ~~financial~~reputation ~~condition. Additionally, it is difficult to predict whether and to what extent banks will continue to provide submissions to the administrator~~ of ~~rate quotes for~~ the UCompany.S. ~~dollar~~Further, ~~LIBOR~~the ~~settings~~Company ~~that~~does ~~have~~ not ~~already~~have ~~been~~control ~~discontinued~~over ~~or,~~HHH’s ifbusiness ~~they do~~decisions, ~~whether~~and ~~such~~HHH ~~rates~~is ~~will~~under beno ~~representative~~obligation ~~of the underlying market or economic reality before they are scheduled~~ to beadopt ~~discontinued~~a onbusiness ~~June~~strategy ~~30,~~that ~~2023,~~is orfavorable ~~whether any additional reforms~~ to ~~LIBOR may be enacted in~~ the ~~United Kingdom or elsewhere~~Company.

As of December 31, 2022, we had approximately $309.6 million of mortgages, notes and loans payable indexed to LIBOR. During 2021 and 2022, we entered into certain new borrowings indexed to SOFR. It is anticipated that SOFR will be the benchmark for new borrowings and that we will modify certain existing borrowings to replace LIBOR with SOFR. However, there can be no assurances on which benchmark rate(s) may replace LIBOR or how LIBOR will be determined for purposes of financial instruments that are currently referencing LIBOR when it ceases to exist, and the discontinuance of LIBOR may result in uncertainty or differences in the calculation of the applicable interest rate or payment amount

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depending on the terms of the governing instruments and may also increase operational and other risks to the Company and our industry. For example, if a published U.S. dollar LIBOR rate is unavailable, the interest rates on our mortgage notes, certain of which are 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. Our financial instruments may require changes to documentation as well as enhancements and modifications to systems, controls, procedures and models, which could present operational and legal challenges for us and our customers, investors and counterparties. There can be no assurance that we will be able to modify all existing financial instruments before the discontinuation of LIBOR. If such financial instruments are not remediated to provide a method for transitioning from LIBOR to an alternative reference rate, the New York state LIBOR legislation and proposed federal legislation related to the LIBOR transition may provide statutory solutions to implement an alternative reference rate and provide legal protection against litigation.

The market transition away from LIBOR to an alternative reference rate is complex, and 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 continue to monitor developments in the LIBOR transition and the proposed federal legislation related to the LIBOR transition to facilitate an orderly transition away from the use of LIBOR.

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.

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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. As of December 31, ~~2022~~2023, we have approximately $~~132~~51.7 million of federal net operating loss carryforwards. If certain change in control events were to occur, the cash flow benefits we might otherwise have received could be decreased.

Inflation has adversely affected us and may continue to adversely affect us by increasing costs beyond what we can recover through price increases.

The U.S. economy has experienced an increase in inflation recently. Inflation can adversely affect us by increasing costs of land, materials, and labor, which we have experienced in ~~fiscal~~recent ~~year~~years ~~2022~~ due to higher inflation rates. Although we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects price increases may have in the future. 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, due to higher borrowing costs. 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 offset increasing costs due to inflation through price increases to customers 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.

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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 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.

~~Government~~HHC ~~regulations~~2023 ~~and~~FORM ~~legal challenges may delay the start or completion of the development of our communities, increase our expenses or limit our homebuilding or other activities.~~10-K | 16

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.

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.

We may be subject to increased compliance costs to comply with new and contemplated government regulations relating to energy standards and climate change.

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

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~~resources~~challenge ~~such~~our asefforts ~~wetlands, endangered species, cultural resources, or areas subject~~ to ~~preservation~~obtain ~~laws;~~entitlements and ~~how~~permits wefor ~~address~~the ~~contamination.~~development Asof ~~climate~~properties. ~~change~~The ~~concerns~~process ~~continue~~ to ~~grow,~~comply ~~legislation~~with ~~and~~these regulations ofis ~~this~~usually ~~nature~~lengthy ~~are expected to continue~~ and ~~to make compliance more~~ costly~~. In addition~~, ~~it is possible that some form of expanded energy efficiency legislation~~ may benot ~~passed~~result ~~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~~approvals ~~price~~we toseek ~~our buyers~~ and ~~adversely~~can ~~affect our sales volumes. We may~~ be ~~required~~expected to ~~apply~~materially ~~for~~affect ~~additional approvals or modify~~ our ~~existing~~development ~~approvals because of changes in local circumstances or applicable law~~activities.

~~Energy-related~~Government ~~initiatives~~regulations ~~affect~~and alegal ~~wide~~challenges ~~variety~~may ofdelay ~~companies throughout~~ the ~~United~~start ~~States~~or ~~and~~completion ~~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~~development ~~the manufacturers and suppliers~~ of our ~~materials~~communities, ~~are~~increase ~~burdened~~our ~~with expensive cap and trade and similar energy-related taxes and regulations. Our noncompliance with environmental laws could result in fines and penalties~~expenses, ~~obligations~~or tolimit ~~remediate,~~our ~~permit~~homebuilding ~~revocations~~or ~~and~~ other ~~sanctions~~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.

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.

We may be subject to increased compliance costs to comply with new and contemplated government regulations relating to energy standards and climate change.

A variety of legislation is being enacted, or considered for enactment, at the federal, state, and local levels 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 to make compliance more costly. 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 U.S. and the world. Because our operations are heavily dependent on significant amounts of raw materials, such as lumber, steel, and concrete, energy-related initiatives 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. Noncompliance with environmental laws could result in fines and penalties, obligations to remediate, permit revocations, and other sanctions.

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.

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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~~U.S. ~~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 condition, and results of operations.

~~Climate~~Catastrophic events, including 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. In addition, many state and local governments are adopting or considering adopting regulations requiring that property owners and developers include in their development or redevelopment plans resiliency measures to address climate-change related risks. We may be required to incur substantial costs if such regulations apply to any of our properties. Additionally, COVID-19 disrupted our business and a resurgence of it, or another pandemic, could have a material adverse effect on our business, financial performance and condition, operating results, and cash flows, and could materially adversely impact and cause disruption to, our business, financial performance and condition, operating results, and cash flows.

~~HHC~~Water ~~2022~~and ~~FORM~~electricity ~~10-K | 22~~shortages could have an adverse effect on our business, financial condition, and results of operations.

RISK FACTORS Table of ContentsIndex to Financial Statements

Water and electricity shortages could have an adverse effect on our business, financial condition and results of operations.

Drought conditions and increased temperatures in the Phoenix, Arizona and Las Vegas, Nevada, regions could cause our master planned communities in these regions to experience water and electricity shortages. The lack or reduced availability of electricity or water in these regions may make it more difficult or expensive for us to obtain approvals for new developments and could limit, impair or delay our ability to develop or sell, or increase the cost of developing, our land in these master planned communities.

Tax increases and changes in tax rules may adversely affect our financial results.

As a company conducting business with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S., state, and local tax rules. Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax rules.

The Biden administration has announced in 2022 and 2021, and in certain cases has enacted, a number of tax proposals to fund new government investments in infrastructure, healthcare, and education, among other things. Certain of these proposals involve an increase in the domestic corporate tax rate, which if implemented could have a material impact on our future results of operations and cash flows.


GENERAL RISKS

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.~~

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

Future terrorist attacks in the ~~United~~U.S. ~~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, 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~~HHC ~~stock~~2023 ~~price~~FORM ~~may continue to be volatile.~~10-K | 18

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 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

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~~–the~~properties ~~successful~~at ~~transition~~lease rates equal to or above historical rates. Terrorist activities or violence also could directly affect the value of our ~~new~~properties, ~~senior~~including ~~executives~~a ~~and~~high-profile property such as the ~~services~~Seaport, through damage, destruction or loss, and ~~contribution~~the availability of insurance for such acts, or of insurance generally, might be lower or cost more, which could increase our ~~other~~operating ~~senior~~expenses ~~management~~and adversely affect our financial condition and ~~key~~results ~~employees~~of operations. To the extent that tenants are affected by future attacks, their businesses similarly could be adversely affected, including their ability to ~~execute~~continue onto ~~our~~meet ~~business~~obligations ~~strategies~~under their existing leases. 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 ~~identify~~capital ~~new~~or ~~opportunities~~increase the cost of capital.

–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 person becomes an interested stockholder subject to certain exceptions. The statute generally defines an 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. Additionally, in connection with the tender offer that was closed on November 28, 2022, the Board granted Pershing Square and its affiliates a waiver that covered any common shares purchased pursuant to the tender offer. Immediately following the closing of such tender offer, Pershing Square owned 30.4% of the outstanding stock. 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.

COVID-19 disrupted our business a resurgence of the pandemic could have a material adverse effect on our business, financial performance and condition, operating results and cash flows.

COVID-19 disrupted our business and a resurgence of the pandemic could have a material adverse effect on our business, financial performance and condition, operating results and cash flows, and could materially adversely impact

HHC 2022 FORM 10-K | 24

RISK FACTORS Table of ContentsIndex to Financial Statements

and cause disruption to, our business, financial performance and condition, operating results and cash flows. Additionally, any future public health issues such as an epidemic or pandemic could adversely affect our business or financial results. Factors that would negatively impact our ability to successfully operate during and after COVID-19 or other future public health issues 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

–our ability to collect rent from our retail tenants

–reductions in demand for leased space and/or defaults under our leases

–fluctuations in regional and local economies, the residential housing and condominium markets, local real estate conditions, and tenant rental rates

–disruptions to supply chains continue and significant inflation has been seen in the market

–our ability to continue to make condominium sales in Hawai‘i and land sales in our MPCs

–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

–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

–delays in, or our ability to complete, sales of our remaining non-core assets 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 deterioration 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 may have a continued impact on our operations will depend on future developments, which are highly uncertain, cannot be predicted with confidence, and are largely outside of our control, including the scope, severity and duration of the pandemic, the spread of other potential new variants, 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. Future disruptions and governmental actions, due to COVID-19 or a different epidemic or pandemic, combined with any associated economic and/or social instability or distress, may have an adverse impact on our results of operations, financial condition and cash flows.

Item 1B. Unresolved Staff Comments

None.

HHC ~~2022~~2023 FORM 10-K | 2519


CYBERSECURITY			Table of Contents Index to Financial Statements

Item 1C. Cybersecurity

Risk Management and Strategy Our cybersecurity program is an enterprise-wide, risk-based program that is designed to support the security, confidentiality, integrity, and availability of our systems and information. We conduct periodic assessments of the cybersecurity program to identify and manage material cybersecurity threats and risks using internal teams and independent third parties. The assessment results are used to develop appropriate cybersecurity controls best practices and risk mitigation strategies, which are then implemented throughout the Company.

We rely on our systems and networks to support our business activities. As some of these networks and systems are managed by third parties, our cybersecurity program also includes evaluation and monitoring of cybersecurity risks associated with its use of third-party service providers. We also leverage third-party experts and vendors to help manage our cybersecurity program, audit the effectiveness of our existing cybersecurity controls, and make recommendations for improvements and best practices. We utilize a Managed Detection and Response service that provides threat intelligence, technology, and specialist expertise to protect our systems and networks from cyber threats. We require all third parties with access to our information systems or data to maintain industry standard cybersecurity programs and to report actual or suspected security incidents to us.

We employ a range of tools and strategies to mitigate cybersecurity risks, regularly testing them for effectiveness. Additionally, we continuously assess and improve our cybersecurity stance by conducting vulnerability scans, internal and external network penetration tests, and by integrating threat intelligence updates. We also have specific tools to provide real time, continuous monitoring and protection of our endpoints. To the extent that our proactive monitoring and testing identifies weakness in our cybersecurity readiness, these weaknesses are tracked and remediated as part of our cybersecurity program. Our employees receive security awareness training on an annual basis and are subjected to phishing training and phishing tests throughout the year. Annually, we perform tabletop exercises to test our cybersecurity incident response plan that is kept within our written information security program (WISP). Our cybersecurity program is aligned with industry standards and best practices such as the National Institute of Standards and Technology Cybersecurity Framework.

As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. However, along with all companies of a similar size, we face common cybersecurity threats. These threats include ransomware and denial-of-service, including sophisticated attacks from criminal ransomware groups and nation state actors. Our customers, supply-chain providers, and subcontractors face similar cybersecurity threats, and an incident impacting us or any of these entities could materially adversely affect our business operations.

Governance Management is responsible for measuring and managing cybersecurity risk, specifically the prevention, mitigation, detection, and remediation of cybersecurity incidents as well as the Company’s overall information security strategy, policy, and operations. The cybersecurity program is executed by the Company’s Senior Vice President of IT Governance, Risk, and Compliance, who has over 15 years of cybersecurity experience in overseeing and managing cybersecurity risk. He is also responsible for maintaining and, in the event of an actual suspected security incident, executing the Company’s WISP.

HHH’s Board of Directors recently formed a technology committee (the Technology Committee) to assume governance and oversight of our cybersecurity program from HHH’s Audit Committee. This includes reviewing the cybersecurity program’s strategy and effectiveness, the cybersecurity landscape and emerging threats, and reports from any cybersecurity events. The Technology Committee also oversees cybersecurity and digital strategy and, whenever necessary, will communicate with, or advise management to consult with, the HHH Audit Committee regarding technology, digital, and other innovation-related matters that relate to or affect the Company’s internal control systems. The Technology Committee will actively participate in strategic cybersecurity decisions and will be responsible for approving major initiatives. Management will provide updates to the Technology Committee on a quarterly basis and will continue to provide updates to the full Board of Directors on an annual basis. When appropriate, the Technology Committee will inform HHH’s Board of Directors on important matters. Furthermore, HHH’s Board of Directors would be notified in accordance with the Company’s incident response plan, of any suspected cyber incidents that may have at least a moderate business impact on the Company.

HHC 2023 FORM 10-K | 20


PROPERTIES			Table of Contents Index to Financial Statements

Item 2. Properties

Our corporate headquarters are located in The Woodlands, Texas. We also maintain offices at certain of our properties nationwide, including Honolulu, Hawai‘i; New York, New York; Columbia, Maryland; Las Vegas, Nevada; and ~~Phoenix~~Scottsdale, Arizona. 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 approximately 8.8 million square feet of retail and office properties, 5,~~030~~587 wholly and partially owned multi-family units, and wholly and partially owned other properties and investments. Our assets in this segment are primarily located in and around Houston, Texas (The Woodlands and Bridgeland); Columbia, Maryland (Columbia); Las Vegas, Nevada (Summerlin); and Honolulu, Hawai‘i (Ward Village).

The following table summarizes certain metrics of our office assets within our Operating Assets segment as of December 31, ~~2022~~2023:

Office Assets		Rentable ~~Sq.Ft./Units~~Square Feet	% Leased	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~~Redeveloped
The Woodlands
Creekside Park Medical Plaza	(c)	32,689	—%	$—	$—	$—	$—	2022
One Hughes Landing		~~197~~200,~~719~~639	5565%	3,~~371~~436	3027.7403	5,~~149~~165	4640.9563	2013
Two Hughes Landing		197,~~714~~950	7887%	4,~~656~~353	3025.1615	76,~~103~~714	4638.0180	2014
Three Hughes Landing		~~320~~321,~~815~~649	9596%	87,~~674~~702	28.9543	1311,~~004~~670	43.4108	2016
1725 Hughes Landing Boulevard		~~331~~339,~~176~~608	6558%	54,~~112~~815	2724.3655	7,~~465~~051	3935.95	2015
1735 Hughes Landing Boulevard		318,~~170~~237	100%	8,~~040~~202	25.2777	1312,~~005~~607	4039.8762	2015
2201 Lake Woodlands Drive		2422,~~119~~259	100%	~~458~~470	1921.0013	~~860~~878	3539.6445	2011
Lakefront North		258,058	98%	67,~~223~~069	2428.6400	911,~~067~~356	3544.9197	2018
Memorial Hermann Medical Office Building	(d)	20,000	100%	—	—	—	—	2022
8770 New Trails	(d)	180,000	100%	—	—	—	—	2020
9303 New Trails		9798,~~967~~283	42%	~~707~~874	1921.4020	1,~~127~~454	3035.9527	2011
3831 Technology Forest Drive		9597,~~078~~360	100%	2,~~396~~444	25.2010	3,~~578~~710	3738.6310	2014
3 Waterway Square		~~232~~227,~~021~~617	91%	5,~~974~~085	2827.3347	87,~~834~~833	4142.9032	2013
4 Waterway Square		~~218~~217,~~551~~952	8090%	4,~~609~~867	26.2693	7,~~000~~524	3941.8864	2011
The Woodlands Towers at The Waterway	(e)	1,~~401~~395,~~048~~599	8396%	3237,~~065~~388	2930.4247	4556,~~418~~297	4145.6788	2019
1400 Woodloch Forest		9594,~~667~~276	84%	2,~~121~~493	2631.3298	2,~~145~~691	2634.6251	2011
		4,020,792
		4,002,176
Columbia
10 - 70 Columbia Corporate Center		890,797	79%	17,988	26.38	18,516	27.15	2012 / 2014
Merriweather Row	(f)	925,584	79%	18,336	26.37	18,893	27.17	2012 / 2014
Columbia Office Properties		6367,~~831~~066	8483%	1,~~125~~319	3423.1377	1,~~160~~602	3528.1785	2004 / 2007
One Mall North		9799,~~088~~806	6249%	1,~~778~~444	3129.4149	1,~~933~~594	3432.1656	2016
One Merriweather		~~206~~209,~~632~~959	100%	78,~~969~~222	3839.5716	8,~~273~~583	40.0488	2017
Two Merriweather		124,~~016~~639	9894%	4,~~782~~000	3936.2288	4,~~916~~168	4038.3243	2017
6100 Merriweather		~~319~~326,~~200~~237	9498%	78,~~833~~182	3536.8619	8,~~084~~432	37.0130	2019
		1,701,564
		1,753,291
Summerlin
Aristocrat	(d)	181,534	100%	—	—	—	—	2018
1700 Pavilion	~~(c)~~	265,898	5090%	—4,648	—35.46	—4,648	—35.46	2022
One Summerlin		~~206~~207,~~279~~292	8987%	7,~~242~~694	4143.0224	7,~~507~~953	4244.5270	2015
Two Summerlin		~~144~~147,~~615~~139	100%	5,~~380~~542	37.2067	5,~~578~~940	3840.5737	2018
		798,326
		801,863
Total		6,~~520~~557,~~682~~330

(a)Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property for December 31, ~~2022~~2023, multiplied by 12. Annualized Base Rent Per Square Foot is the Annualized Base Rent for the property at December 31, ~~2022~~2023, 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)Creekside Park Medical Plaza was placed in service during the fourth quarter of 2022 and ~~currently~~had ~~has~~ no executed leases. ~~1700~~Subsequent ~~Pavilion~~to ~~was~~year ~~placed~~end, inthe ~~service~~Company ~~during~~completed the ~~fourth~~sale ~~quarter~~ of ~~2022~~this atproperty 2%for ~~occupancy~~$14.0 million. As such, Annualized Base Rent and Effective Annual Rent are not ~~yet~~ applicable.

(d)These properties 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.

(e)The Woodlands Towers at the Waterway includes 1201 Lake Robbins and 9950 Woodloch Forest.

~~HHC~~(f)In ~~2022~~2023, ~~FORM~~the Company rebranded Merriweather Row (formerly 10 -~~K | 26~~ 70 Columbia Corporate Center).

HHC 2023 FORM 10-K | 21


PROPERTIES			Table of Contents Index to Financial Statements

The following table summarizes certain metrics of ~~the~~our retail properties (within the Operating Assets segment as of December 31, 2023, and does not include any retail square ~~feet~~footage ~~within~~in our multi-family ~~or office~~ assets~~) within our Operating Assets segment as of December 31, 2022~~:

Retail Properties		Rentable ~~Sq.Ft./Units~~Square Feet	% Leased	Annualized Base Rent(thousands) (a)	Annualized Base Rent Per Square Foot (a)	Year Built / Acquired / ~~Last Renovated~~Redeveloped
The Woodlands
Creekside Park West		72,976	97%	$1,~~516~~954	$~~24.~~29.70	2019
Hughes Landing Retail		125,~~803~~709	93100%	34,~~825~~035	3536.6423	2015
1701 Lake Robbins		12,376	100%	~~524~~533	4243.3405	2014
20/25 Waterway Avenue		5051,~~062~~543	83100%	1,~~565~~544	3738.6441	2011
Waterway Garage Retail		21,513	100%	838	39.06	2011
Waterway Square Retail		21,513	100%	849	39.55	2011
2000 Woodlands Parkway		7,900	100%	255	32.25	2016
		284,117
		290,630
Bridgeland
Lakeland Village Center at Bridgeland		67,947	8492%	1,~~792~~845	3133.3901	2016
Columbia
Columbia Regional Building		89,199	100%	2,741	30.72	2014
Color Burst Park Retail	(b)(c)	12,410	100%	—	—	2020
Merriweather District Area 3 Retail	(b)	10,700	100%	—	—	2020
Rouse Building	(b)	89,199	100%	2,778	31.15	2014
		99,899
		101,609
Summerlin
Downtown Summerlin	(cd)	803,145	~~100~~96%	24,~~227~~329	3031.7885	2014 / 2015
Ward Village
Ward Village Retail - Pending Redevelopment		~~403~~356,~~225~~724	8391%	7,~~673~~848	2224.8806	2002
Ward Village - New or Renovated		499,883	91%	20,062	44.18	2012 - 2022
Ward Village Retail - New or Renovated		500,015	94%	21,310	45.25	2012 - 2023
		903,108
		856,739
Total		2,~~164~~113,~~729~~557

(b)~~Merriweather~~In ~~District~~2023, ~~Area~~the 3Company ~~Retail~~rebranded isColor ~~entirely~~Burst ~~leased~~Park byRetail a(formerly ~~single~~Merriweather ~~tenant.~~District ~~Therefore,~~Area ~~the~~3 ~~Annualized~~Retail) ~~Base Rent~~ and ~~Effective~~Rouse ~~Annual~~Building ~~Rent~~(formerly ~~details~~Columbia ~~have~~Regional ~~been excluded for competitive reasons~~Building).

(c)~~Excludes~~Color ~~381,767~~Burst ~~square~~Park ~~feet~~Retail is comprised of ~~anchors~~two buildings and 39each is entirely leased by a single tenant. Therefore,~~700~~ ~~square~~the ~~feet~~Annualized ofBase ~~additional~~Rent ~~office~~and ~~space~~Effective ~~above~~Annual ~~our~~Rent ~~retail~~details ~~space~~have been excluded for competitive reasons.

~~HHC~~(d)Excludes ~~2022~~381,767 ~~FORM~~square ~~10-K | 27~~feet of anchors and 39,700 square feet of additional office space above our retail space.

HHC 2023 FORM 10-K | 22


PROPERTIES			Table of Contents Index to Financial Statements

The following tables summarize certain metrics of our multi-family Operating Assets as of December 31, ~~2022~~2023:

Multi-family Assets	~~Ownership %~~	#Ownership ~~Units~~%	~~Retail Sq. Ft.~~Units	%Retail ~~Units~~Square ~~Leased~~Feet	~~Average~~% ~~Monthly~~Units ~~Rate~~Leased	Average Monthly Rate ~~Per Square Foot~~	~~Year~~Average ~~Built~~Monthly /Rate ~~Acquired~~Per /Square ~~Last Renovated~~Foot	Year Built / Acquired / Redeveloped
The Woodlands
Creekside Park Apartments	100%	292	—	96%	$1,738	$1.77	2018
Creekside Park		100%	292	—	95%	$1,806	$1.84	2018
Creekside Park The Grove	~~100%~~	~~360~~100%	—360	~~96%~~—	~~1,852~~95%	1~~.88~~,806	~~2021~~1.84	2021
Millennium Six Pines Apartments	100%	314	—	95%	2,066	2.15	2016
Millennium Six Pines		100%	314	—	93%	2,030	2.11	2016
Millennium Waterway Apartments	100%	393	—	96%	1,724	1.92	2012
Millennium Waterway		100%	393	—	97%	1,767	1.96	2012
One Lakes Edge	~~100%~~	~~390~~100%	~~22,971~~390	~~94%~~22,971	~~2,239~~95%	2~~.27~~,267	~~2015~~2.29	2015
Two Lakes Edge	~~100%~~	~~386~~100%	~~11,448~~386	~~98%~~11,415	~~2,844~~94%	2~~.85~~,861	~~2020~~2.87	2020
The Lane at Waterway	~~100%~~	~~163~~100%	—163	~~96%~~—	~~2,620~~94%	2~~.38~~,597	~~2020~~2.36	2020
Bridgeland
Lakeside Row	~~100%~~	~~312~~100%	—312	~~96%~~—	~~1,895~~96%	1~~.93~~,869	~~2019~~1.90	2019
Starling at Bridgeland	~~100%~~	~~358~~100%	—358	~~35%~~—	~~2,237~~94%	2~~.39~~,001	~~2022~~2.05	2022
Columbia
Wingspan	(a)	100%	263	—	15%	2,511	2.01	2023
Juniper Apartments	100%	382	55,677	96%	2,204	2.47	2020
Columbia
Marlow	100%	472	32,692	11%	2,070	2.65	2022
Juniper		100%	382	55,677	96%	2,206	2.47	2020
The Metropolitan Downtown Columbia	50%	380	13,591	90%	2,346	2.48	2015
Marlow		100%	472	32,607	57%	2,078	2.66	2022
m.flats/TEN.M	50%	437	28,026	94%	2,185	2.46	2018
The Metropolitan		50%	380	13,591	95%	2,319	2.45	2015
Summerlin
TEN.m.flats		50%	437	28,026	97%	2,232	2.51	2018
Constellation Apartments	100%	124	—	95%	2,619	2.34	2017
Summerlin
Tanager Apartments	100%	267	—	94%	2,348	2.41	2019
Constellation		100%	124	—	87%	2,564	2.29	2017
Total		5,030	164,405
Tanager		100%	267	—	96%	2,474	2.54	2019
Tanager Echo		100%	294	—	21%	2,652	3.03	2023
Total			5,587	164,287

~~The~~(a)Wingspan, ~~following~~our ~~tables~~first ~~summarize~~single-family ~~certain~~rental ~~metrics~~community ofin ~~our~~Bridgeland, ~~other~~welcomed ~~Operating~~its ~~Assets~~first asresidents in October 2023. As of December 31, ~~2022:~~2023, 28% of the property has been placed in service, with an additional 35% being placed in service in January 2024. The remaining 37% is expected to be placed in service in the second quarter of 2024.

Other Assets

Ownership %

Asset Type

Sq. Ft. / Acres / Units / Spaces

% Leased

Year Built / Acquired / Last Renovated

The Woodlands

HHC 242 Self-Storage

100%

Storage

634 units

93%

2017

HHC 2978 Self-Storage

100%

Storage

730 units

92%

2017

Hughes Landing Daycare

100%

Daycare

10,000 sq. ft.

100%

2019

Houston Ground Leases

100%

Ground lease

N/A

Various

Stewart Title of Montgomery County, TX

50%

Title Company

N/A

—

Woodlands Sarofim #1

20%

Industrial

129,790 sq. ft.

86%

late 1980's

The Woodlands Warehouse

100%

Warehouse

125,801 sq. ft.

100%

2019

Summerlin

Hockey Ground Lease

100%

Ground lease

N/A

2017

Las Vegas Aviators

100%

Minor League Baseball Team

N/A

2017

Las Vegas Ballpark

100%

Ballpark

N/A

2019

Summerlin Hospital Medical Center

Hospital

N/A

1997

Ward Village

Kewalo Basin Harbor

Ground Lease

Marina

55 acres

N/A

2019

Other

Parking Garages (a)

100%

Garage

6,748 spaces

N/A

Various

The following tables summarize certain metrics of our other Operating Assets as of December 31, 2023:

(a)Includes parking garages in The Woodlands, Columbia and Ward Village.

Other Assets

Ownership %

Asset Type

Size

% Leased

Year Built / Acquired / Redeveloped

The Woodlands

Hughes Landing Daycare

100%

Daycare

10,000 sq ft

100%

2019

Houston Ground Leases

100%

Ground lease

N/A

Various

Stewart Title of Montgomery County, TX

50%

Title Company

N/A

—

Woodlands Sarofim

20%

Industrial

129,790 sq ft

84%

late 1980's

The Woodlands Warehouse

100%

Warehouse

125,801 sq ft

100%

2019

Summerlin

Hockey Ground Lease

100%

Ground lease

N/A

2017

Las Vegas Aviators

100%

Minor League Baseball Team

N/A

2017

Las Vegas Ballpark

100%

Ballpark

N/A

2019

Summerlin Hospital Medical Center

Hospital

N/A

1997

Ward Village

Kewalo Basin Harbor

100%

Marina

55 acres

N/A

2019

Other

Parking Garages (a)

100%

Garage

9,184 spaces

N/A

Various

~~HHC~~(a)Includes ~~2022~~parking ~~FORM~~garages ~~10-K | 28~~in The Woodlands, Columbia, and Ward Village.

HHC 2023 FORM 10-K | 23


PROPERTIES			Table of Contents Index to Financial Statements

The following table summarizes our Operating Assets segment lease expirations:

$ in thousands
Year	Number of Expiring Leases (a)	Total Square Feet Expiring	Total Annualized Base Rent Expiring		% of Total Annual Gross Rent Expiring
2023	106	454,752	$	20,343	5.8	%
2024	96	519,920	$	20,616	5.3	%
2024	98	507,257	21,102		6.0	%
2025	161	928,431	43,664		11.3	%
2025	141	959,768	45,459		13.0	%
2026	109	553,655	23,463		6.1	%
2026	88	476,081	20,059		5.7	%
2027	77	902,884	38,148		9.9	%
2027	74	930,811	38,576		11.0	%
2028	71	583,446	28,340		7.3	%
2028	62	549,965	24,490		7.0	%
2029	76	599,875	29,196		7.6	%
2029	37	507,348	22,394		6.4	%
2030	37	613,838	31,556		8.2	%
2030	34	581,096	29,072		8.3	%
2031	37	381,187	20,275		5.3	%
2031	28	260,589	13,936		4.0	%
2032	30	1,143,715	61,314		15.9	%
2032	30	1,107,376	58,695		16.7	%
2033	37	595,768	31,770		8.2	%
2033+	66	1,318,070	56,586		16.1	%
2034+	86	1,228,659	57,272		14.9	%
Total	~~764~~817	78,~~653~~051,~~113~~378	$	~~350~~385,~~712~~614	100.0	%

(a)Excludes leases with an initial term of 12 months or less.

HHC ~~2022~~2023 FORM 10-K | 2924


PROPERTIES			Table of Contents Index to Financial Statements


MASTER PLANNED COMMUNITIES

Our MPCs are located in and around Houston, Texas; Las Vegas, Nevada; and Phoenix, Arizona; and ~~Columbia,~~are ~~Maryland.~~summarized ~~The~~in the following table ~~summarizes our MPCs~~ as of December 31, ~~2022~~2023:

		Total Gross	Approx. No.	Remaining Saleable Acres		Average Price Per Acre (thousands) (b)		Projected Community Sell-Out Date		~~Average~~Projected Cash Margin (c)
Community	Location	Acres (a)	Residents	Residential	Commercial	Residential	Commercial	Residential	Commercial	Residential
Bridgeland	Cypress, TX	11,506	2023,000	21,~~179~~671	1,~~157~~055	$~~544~~501	$~~679~~752	~~2036~~2035	~~2045~~2046	8778%
Columbia	Columbia, MD	16,450	112,000	—	96	—	580	N/A	2024 (f)	N/A
Summerlin	Las Vegas, NV	22,500	127,000	2,462	551	1,309	1,176	2043	2039	80%
Summerlin	Las Vegas, NV	22,500	123,000	2,618	700	902	1,172	2043	2039	78%
Teravalis	Phoenix, AZ	33,810	—	15,804	10,531	751	206	2086	2086	39%
Teravalis	Phoenix, AZ	33,810	—	17,770	9,578	332	204	2081	2081	88%
The Woodlands (d)	The Woodlands, TX	28,545	123,000	35	725	1,923	950	2026	2034	97%
The Woodlands (d)	The Woodlands, TX	28,545	120,000	43	737	2,493	961	2025	2034	96%
The Woodlands Hills	Conroe, TX	2,055	2,700	691	167	346	532	2030	2033	89%
The Woodlands Hills	Conroe, TX	2,055	2,375	736	167	333	531	2030	2030	86%
Total		98,416	275,700	20,663	13,029
Total		114,866	377,375	23,346	12,435
Floreo (e)	Phoenix, AZ	3,029	—	861	457	779	151	2032	2035	53%
Floreo (e)	Phoenix, AZ	3,029	—	1,230	337	305	173	2034	2035	61%

(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)Average Price Per Acre is the uninflated weighted-average land value per acre, which reflects current market values being attained by the Company, on current projects or at new projects, is based on third-party market data.

(c)~~Average~~Projected ~~Cash~~cash ~~Margin~~gross margin represents the ~~total~~net ~~projected~~ cash ~~profit~~margin ~~(total~~expected to be received in the future and includes all future projected ~~cash~~revenues ~~sales~~less ~~minus~~all remaining future projected cash development ~~expenditures),~~costs. ~~divided~~The ~~by total~~ projected cash ~~sales~~gross margin does not include remaining historical development costs incurred to date. ItGross ismargin ~~calculated~~for each MPC may vary from period to period based on ~~future~~the ~~revenues~~locations ~~and~~of ~~future~~the ~~projected~~land ~~non-reimbursable~~sold ~~development~~and ~~costs,~~the ~~capitalized~~related ~~overhead,~~costs ~~capitalized~~associated ~~taxes~~with ~~and~~developing ~~capitalized~~the ~~interest~~land sold.

(d)The Woodlands residential land development is nearing completion. ~~The remaining saleable residential acreage includes land in Aria Isle, an exclusive gated community.~~

(e)The Company owns a 50% interest in this unconsolidated venture, however the data above is presented at 100%. See below for additional ~~details~~detail.

(f)Columbia land development is complete. The sale of remaining land and/or development of additional commercial assets will occur as the market dictates.


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 original 555-acre community is nearing completion and consists of approximately 270 homes including 32 condominiums. In 2022, the Company contributed an additional 54 acres to The Summit adjacent to the existing Summit community to develop approximately 28 custom home sites. See Item 7. Management’s ~~Discussion~~Narrative ~~and~~ Analysis of ~~Financial Condition and~~ Results of Operations and Note 2 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for further details.


Floreo

Floreo, the first village to be developed in our ~~recently acquired~~ Teravalis MPC, will be developed and managed through a 50% joint venture. The 3,029-acre village is located in the greater Phoenix, Arizona area and is expected to consist of approximately 5,000 residential lots, commercial sites, as well as a planned business park. ~~Land~~The first Floreo land sales ~~are~~were ~~expected~~contracted toas ~~commence~~of atDecember 31, ~~Floreo~~2023, inand ~~the~~are ~~second~~expected ~~half~~to ofclose ~~2023~~in ~~subject~~the tofirst ~~market~~quarter ~~conditions~~of 2024. See Item 7. Management’s ~~Discussion~~Narrative ~~and~~ Analysis of ~~Financial Condition and~~ Results of Operations and Note 2 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for further details.

HHC ~~2022~~2023 FORM 10-K | 3025


PROPERTIES			Table of Contents Index to Financial Statements

~~Seaport~~SEAPORT

The Seaport, located on the East River in Lower Manhattan, encompasses several city blocks (inclusive of Historic Area/Uplands, Pier 17, Tin Building, and the 250 Water Street development) and totals approximately ~~473~~472,000 square feet of innovative culinary, entertainment, and cultural experiences.

The following table summarizes certain metrics of the Seaport as of December 31, ~~2022~~2023:

$ in thousands		Landlord Operations (a)	Landlord Operations - Multi-family (b)			Managed Businesses (c)	Tin Building (d)	Events and Sponsorships (e)	Total
Rentable Sq. Ft. / Units
Rentable Square Feet / Units
Total Sq. Ft. / units		346,136	13,000	/	21	51,606	53,783	21,077
Total square feet / units		342,674	13,000	/	21	51,458	53,783	24,577
Leased Sq. Ft. / units	(f)	195,201	—	/	21	50,970	53,783	21,077
Leased square feet / units	(f)	201,223	—	/	21	45,846	53,783	24,577
% Leased or occupied	(f)	56%	—%	/	100%	99%	100%	100%
% Leased	(f)	59%	—%	/	100%	89%	100%	100%
Development
Development costs incurred	(g)	$ ~~564~~567,~~791~~414	$ —			$ —	$ ~~195~~201,~~524~~579	$ —	$	~~760~~768,~~315~~993
Estimated total costs (excl. land)	(g)	594,368	—			—	204,870	—		799,238

(a)Landlord Operations represents physical real estate in the Historic District and Pier 17 developed and owned by ~~HHC~~HHH and leased to third parties.

(b)Landlord Operations - Multi-family represents 85 South Street which includes base-level retail in addition to residential units.

(c)Managed Businesses represents retail and food and beverage businesses in the Historic District and Pier 17 that ~~HHC~~HHH owns, either wholly or through joint ventures, and operates, including through license and management agreements.

(d)The Company owns 100% of the Tin Building ~~which was completed~~ and ~~placed~~leases ~~in service during the third quarter of 2022. The Company leased~~ 100% of the space to the Tin Building by Jean-Georges joint venture, in which the Company has an equity ownership interest.

(e)Events and Sponsorships includes private events, catering, sponsorships, concert series, and other rooftop activities.

(f)The square footage and percent leased for Landlord Operations includes agreements with terms of less than one year.

(g)Development costs incurred ~~and Estimated total costs (excl. land)~~ are shown net of insurance proceeds of approximately $64.7 million and excludes any impact related to the Seaport impairment recognized in 2023. Refer to Note 4 - Impairment in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for additional detail.

HHC ~~2022~~2023 FORM 10-K | 3126


PROPERTIES			Table of Contents Index to Financial Statements


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 Teravalis. 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.

The following table summarizes our Strategic Developments projects under construction as of December 31, ~~2022~~2023:

$ in thousands

~~Location~~Asset Type

~~Size / GLA (a)~~Location

Size (~~Acres~~a)

~~Total Estimated Cost~~

~~Construction~~Total ~~Start~~Estimated Cost (b)

~~Estimated Completion~~

Estimated ~~Stabilization Date~~Completion

Estimated Stabilization Date

Strategic Developments Under Construction

Columbia

South Lake Medical Office Building

Columbia, MD

86,000 sq ft

$44,833

Q3 2022

2024

2027

10285 Lakefront Medical Office (c)

Office

Columbia, MD

86,000 sq ft

$49,930

Q2 2024

2027

Bridgeland

Summerlin

Wingspan

Cypress, TX

263 units

86,548

Q2 2022

2024

2026

Meridian (c)

Office

Las Vegas, NV

147,000 sq ft

55,459

Q1 2024

2027

Summerlin

Summerlin Grocery Anchored Center

Retail

Las Vegas, NV

67,000 sq ft

46,372

Q3 2024

2027

Tanager Echo

Las Vegas, NV

294 units

86,853

Q2 2021

Q2 2023

2026

The Woodlands

Summerlin South Office

Las Vegas, NV

147,000 sq ft

53,942

Q4 2022

Q4 2023

2026

1 Riva Row

Multi-Family

The Woodlands, TX

268 units

155,997

2025

2028

Ward Village

Under Construction

The Park Ward Village

~~Honolulu, HI~~Condominium

~~545 units / 26~~Honolulu,~~800~~ ~~sq ft~~HI

3545 units / 26,800 sq ft

~~620,065~~

~~Q4 2022~~605,150

~~2025~~

~~N/A~~2026

N/A

Victoria Place

Honolulu, HI

349 units

503,271

Q1 2021

2024

N/A

Ulana Ward Village

Condominium

Honolulu, HI

696 units / 32,100 sq ft

402,914

2025

N/A

Completed (b)

Victoria Place

Condominium

Honolulu, HI

349 units

511,343

Q4 2024

N/A

‘A‘ali‘i

Honolulu, HI

750 units / 11,175 sq ft

394,908

Q4 2018

Completed

N/A

Completed and Sold Out

Kō'ula

Honolulu, HI

565 units / 36,854 sq ft

487,039

Q3 2019

Completed

N/A

‘A‘ali‘i

Condominium

Honolulu, HI

750 units / 11,175 sq ft

394,908

Completed

N/A

Completed and Sold Out

Ae‘o

Condominium

Honolulu, HI

465 units / 70,800 sq ft

430,737

Completed

N/A

Ae‘o

Honolulu, HI

465 units / 70,800 sq ft

430,737

Q1 2016

Completed

N/A

Anaha

Condominium

Honolulu, HI

317 units / 16,048 sq ft

403,974

Completed

N/A

Anaha

Honolulu, HI

317 units / 16,048 sq ft

403,974

Q4 2014

Completed

N/A

Ke Kilohana

Condominium

Honolulu, HI

423 units / 28,386 sq ft

218,406

Completed

N/A

Ke Kilohana

Honolulu, HI

423 units / 28,386 sq ft

218,406

Q4 2016

Completed

N/A

Kō'ula

Condominium

Honolulu, HI

565 units / 36,995 sq ft

487,039

Completed

N/A

Waiea

~~Honolulu, HI~~Condominium

~~177 units / 7~~Honolulu,~~716~~ ~~sq ft~~HI

2177 units / 7,716 sq ft

~~598,664~~

~~Q2 2014~~624,254

~~Completed~~

~~N/A~~Completed

N/A

Future Strategic Developments Rights or Pending Construction

Columbia

Lakefront District (c)

Columbia, MD

1,914,000 sq ft

Summerlin

80% Interest in Fashion Show Air Rights

Las Vegas, NV

—

Ward Village

Kalae

Honolulu, HI

329 units / 2,000 sq ft

Ulana Ward Village

Honolulu, HI

696 units / 32,100 sq ft

Other

West End Alexandria (d)

Alexandria, VA

—

Commercial Land

The Woodlands

The Woodlands Commercial Land (e)

The Woodlands, TX

—

Columbia

Merriweather District (e)

Columbia, MD

—

Ward

Ward Commercial Land (e)

Honolulu, HI

—

(a)For condominium units, ~~single-family~~ and multi-family assets, square feet represents ground floor retail space whereas units represents residential units for sale or rent.

(b)~~There~~As ~~are~~of December 31, ~~units~~2023, total estimated cost remaining to be ~~sold~~spent aton ~~‘A‘ali‘i~~these ~~and~~properties 15was ~~units~~$1.3 ~~remaining~~billion, of which $207.5 million is expected to be ~~sold~~funded atby HHH with the ~~newly~~remaining ~~completed~~cost ~~Kō‘ula~~to be funded with existing debt.

(c)~~Represents~~In ~~remaining~~2023, ~~square~~the ~~footage~~Company ~~approved~~rebranded ~~for~~10285 ~~new~~Lakefront ~~mixed-use~~Medical ~~development~~Office in(formerly ~~the~~South ~~Lakefront~~Lake ~~District~~Medical ~~which~~Office ~~will~~Building) ~~include~~and ~~office,~~Meridian ~~retail~~(formerly ~~and~~Summerlin ~~residential~~South ~~assets~~Office).

~~(d)Represents~~HHC ~~acreage~~2023 ~~owned~~FORM ~~through a joint venture.~~10-K | 27

~~(e)Represents~~PROPERTIES ~~land~~Table ~~acquired~~of orContentsIndex ~~transferred~~ to ~~the~~Financial Strategic Developments segment for future development, excluding acreage related to assets that are now in service in our Operating Assets segment or related to completed or under construction condominium towers. Statements

~~HHC~~The ~~2022~~following ~~FORM~~table ~~10-K | 32~~summarizes future Strategic Developments projects as of December 31, 2023:

$ in thousands

Location

Size

Future Strategic Developments Rights or Pending Construction

Columbia

Lakefront District (a)

Columbia, MD

1,914,000 sq ft

Bridgeland

Village Green at Bridgeland Central (b)

Houston, TX

28,000 sq ft

Summerlin

80% Interest in Fashion Show Air Rights

Las Vegas, NV

—

The Woodlands

Grogan's Mill Village Center (c)

The Woodlands, TX

79,000 sq ft

2000 Woodlands Parkway (d)

The Woodlands, TX

7,900 sq ft

Ward Village

Kalae

Honolulu, HI

329 units / 2,000 sq ft

Other

West End Alexandria (e)

Alexandria, VA

41 acres

Commercial Land

The Woodlands

The Woodlands Commercial Land (f)

The Woodlands, TX

13 acres

Columbia

Columbia Commercial Land (f)(g)

Columbia, MD

96 acres

Merriweather District (f)

Columbia, MD

15 acres

Ward Village

Ward Commercial Land (f)

Honolulu, HI

10 acres

(a)Represents remaining square footage approved for new mixed-use development in the Lakefront District which will include office, retail, and residential assets.

(b)This development will be anchored by 110,000 square feet of grocery space currently being constructed by H-E-B under a ground lease. The additional 28,000 square feet of retail space shown above will be constructed by HHC. The Company closed on the related construction loan in December 2023, and expects to begin construction in early 2024.

(c)Grogan’s Mill Village Center was acquired in 2023 and is being held in the Strategic Developments segment for planned redevelopment.

(d)2000 Woodlands Parkway was transferred to Strategic Developments in the fourth quarter of 2023 and is currently pending redevelopment.

(e)Represents acreage owned through a joint venture.

(f)Represents land acquired or transferred to the Strategic Developments segment for future development, excluding acreage related to assets that are now in service in our Operating Assets segment or related to completed or under construction condominium towers.

(g)Columbia MPC land development is complete and the sale of remaining land or development of additional commercial assets will occur as the market dictates. As such, the remaining Columbia MPC land was transferred to the Strategic Developments segment in the first quarter of 2023.

HHC 2023 FORM 10-K | 28


OTHER INFORMATION			Table of Contents Index to Financial Statements

Item 3. Legal Proceedings

We, as part of our normal business activities, are a party to a number of legal proceedings. Management periodically assesses our liabilities and contingencies in connection with these matters based upon the latest information available. We disclose material pending legal proceedings pursuant to Securities and Exchange Commission rules and other pending matters as we may determine to be appropriate. As of December 31, ~~2022~~2023, 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. See Note 10 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for further discussion.

Item 4. Mine Safety Disclosure

Not applicable.

HHC ~~2022~~2023 FORM 10-K | 3329


OTHER INFORMATION			Table of Contents Index to Financial Statements


PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

~~MARKET~~All ~~INFORMATION~~of the Company’s common stock, par value $0.01 per share, is owned by Howard Hughes Holdings Inc., and there is no market for the Company’s common stock.

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 2022 or 2021. 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 20, 2023, there were 1,236 stockholders of record of our common stock.

PERFORMANCE GRAPH

The following performance graph compares the yearly dollar change in the cumulative total stockholder return on our common stock with the cumulative total returns of the NYSE Composite Index, MSCI US REIT Index and the S&P 500 Real Estate Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes during the last five fiscal years ended December 31, 2022. The graph was prepared based on the assumption that dividends have been reinvested subsequent to the initial investment. Stockholder returns over the indicated period are based on historical data and should not be considered indicative of future stockholder returns.

HHC 2022 FORM 10-K | 34

OTHER INFORMATION Table of ContentsIndex to Financial Statements

PURCHASES OF EQUITY SECURITIES BY THE ISSUER

The following sets forth information with respect to the equity compensation plans available to employees and directors of the Company at December 31, 2022:

Plan Category	(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))
Equity compensation plans approved by security holders (2)	2,312,347	$	122.73	948,606
Equity compensation plans not approved by security holders	—	$	—	—
Total	2,312,347	$	122.73	948,606

(1)The amounts shown in columns (a) of the above table do not include 353,463 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 under Item 8 of this Form 10-K.

(2)Reflects stock option grants under the Company’s 2020 Equity Incentive Plan and the 2010 Incentive Plan. Column (a) also includes the warrants held by Messrs. Weinreb and Herlitz, as further described in Note 13 - Warrants in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

In October 2021, the Company’s board of directors (Board) authorized a share repurchase program, pursuant to which the Company was authorized to purchase up to $250.0 million of its common stock through open-market transactions. During the fourth quarter of 2021, the Company repurchased 1,023,284 shares of its common stock, par value $0.01 per share, for $96.6 million, or approximately $94.42 per share. During the first quarter of 2022, the Company repurchased an additional 1,579,646 shares of its common stock, for $153.4 million, or approximately $97.10 per share, thereby completing all authorized purchases under the plan.

In March 2022, the Board authorized an additional share repurchase program, pursuant to which the Company may, from time to time, purchase up to $250.0 million of its common stock through open-market transactions. The date and time of such repurchases will depend upon market conditions and the program may be suspended or discontinued at any time. During 2022, the Company repurchased 2,704,228 shares of its common stock under this program for approximately $235.0 million at an average price of $86.90 per share. All purchases were funded with cash on hand.

The following sets forth information with respect to repurchases made by the Company of its shares of common stock during the fourth quarter of 2022:

Period	Total number of shares purchased (a)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
October 1-31, 2022	129	$	58.44	—		$	15,009,600
November 1-30, 2022	5,893	$	66.75	—		$	15,009,600
December 1-31, 2022	11,869	$	76.42	—		$	15,009,600
Total	17,891	$	73.11	—

(a)During the fourth quarter of 2022, 17,891 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 of this Form 10-K.

Item 6. [Reserved]

HHC ~~2022~~2023 FORM 10-K | 3530

MANAGEMENT’S ~~DISCUSSION~~NARRATIVE ~~AND~~ ANALYSIS Table of ContentsIndex to Financial Statements

Item 7. Management'’s ~~Discussion~~Narrative ~~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 ~~2022~~2023 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.

This section of our Form 10-K discusses ~~2022~~2023 and ~~2021~~2022 items and year-to-year comparisons between ~~2022~~2023 and ~~2021~~2022. Discussion of ~~2020~~2021 and year-to-year comparisons between ~~2021~~2022 and ~~2020~~2021 that are not included in this Form 10-K can be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of ~~the~~The ~~Company~~Howard Hughes Corporation’s (HHC or the Company) Annual Report Form 10-K for the year ended December 31, ~~2021~~2022.

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~~Narrative ~~and~~ Analysis of ~~Financial Condition and~~ Results of Operations (MD&A) have the same meanings as in such Notes.

Index			Page
Overview			3732
Results of Operations			4233
Operating Assets			4233
Master Planned Communities			4435
Seaport			4940
Strategic Developments			5243
Corporate Income, Expenses and Other Items			56
Corporate Income, Expenses, and Other Items			46
Liquidity and Capital Resources			57
Critical Accounting Policies			61
Recently Issued Accounting Pronouncements and Developments			61

HHC ~~2022~~2023 FORM 10-K | 3631

MANAGEMENT’S ~~DISCUSSION~~NARRATIVE ~~AND~~ ANALYSISOVERVIEW Table of ContentsIndex to Financial Statements


OVERVIEW

General Overview 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. Changes for monetary amounts between periods presented are calculated based on the amounts in thousands of dollars stated in our consolidated financial statements and then rounded to the nearest million. Therefore, certain changes may not recalculate based on the amounts rounded to the nearest million.

We2023 ~~are~~Results During ~~primarily~~2023, ~~focused~~we onmaintained ~~creating~~positive ~~shareholder~~momentum ~~value~~and bydelivered ~~increasing~~solid ~~our~~financial ~~per-share~~results. ~~net~~This ~~asset~~strong ~~value.~~performance ~~Often,~~is ~~the~~a ~~nature~~testament ofto our ~~business~~premier ~~results~~communities inand ~~short~~best-~~term volatility~~ in-class ~~our~~assets, ~~net~~further ~~income~~highlighting ~~due to~~ the ~~timing~~strength of ~~MPC~~our ~~land~~unique ~~sales, recognition of condominium revenue and operating~~ business ~~pre-opening expenses~~model.

~~2022~~In ~~Results During~~our ~~2022,~~Master wePlanned ~~maintained~~Communities ~~positive~~(MPCs), ~~momentum~~a ~~and~~year-over-year ~~successfully~~increase ~~navigated~~of ~~challenging~~45% ~~market~~in ~~dynamics~~new tohomes ~~deliver~~sales ~~solid~~in ~~financial~~our ~~results~~communities, ~~which~~led ~~met~~to orheightened ~~exceeded~~demand ~~our~~and ~~2022~~home ~~guidance~~builder ~~expectations~~interest infor ~~every~~new ~~segment.~~land ~~This~~parcels ~~strong~~as ~~performance~~the isyear aprogressed. ~~testament~~MPC toearnings ~~our~~before ~~premier~~taxes ~~communities~~(EBT) ~~and~~increased ~~best-in-class~~21% ~~assets~~year over year, ~~further~~driven ~~highlighting~~by ~~the~~solid ~~strength~~land ofsales ~~our~~and ~~unique~~high ~~business~~residential ~~model~~prices per acre.

~~MPCs~~In Operating Assets, we delivered ~~exceptional~~another ~~results~~full-year ~~despite~~net ~~significant~~operating ~~reductions~~income in(NOI) ~~new~~record, ~~home~~outpacing ~~sales~~2022 ~~across~~results ~~our~~by ~~communities~~5%, excluding dispositions. ~~Excluding~~This ~~reduced~~growth ~~equity~~was ~~earnings,~~led ~~primarily~~by ~~from~~strong ~~The~~leasing ~~Summit~~velocity ~~which~~at ~~had~~our ~~limited~~newest ~~remaining~~multi-family ~~inventory~~developments, ~~due~~as towell ~~its~~as ~~past~~increased ~~sales~~occupancy ~~success,~~and ~~MPC~~absorption ~~earnings~~within ~~before~~our ~~taxes~~office ~~(EBT)~~portfolio. ~~increased~~In ~~11%~~2023, ~~year~~our ~~over~~leasing ~~year~~teams executed 581,000 ~~driven~~square byfeet ~~solid~~of ~~land~~new ~~sales~~or expanded office leases, ~~high~~bringing ~~residential~~our ~~prices~~stabilized ~~per~~office ~~acre~~assets to 88% leased at year-end and ~~increased~~setting ~~builder~~the ~~price~~stage ~~participation~~for ~~revenue~~considerable NOI growth in the coming years.

~~Operating~~Ward ~~Assets~~Village ~~delivered~~had 9%another strong year~~-over-year~~, ~~net~~selling ~~operating~~out ~~income~~all ~~(NOI)~~remaining ~~growth—excluding~~condo ~~dispositions—even~~inventory ~~considering~~at ~~market~~‘A‘ali‘i and ~~recessionary~~Kō'ula ~~challenges~~and ~~throughout~~contracting ~~the~~to ~~year.~~sell ~~This~~78 ~~improvement~~units ~~was~~at ~~led~~our bythree ~~multi~~condo towers in pre-~~family~~sales, ~~where~~The ~~new~~Park ~~developments~~Ward ~~and~~Village, ~~strong~~Ulana ~~rent~~Ward ~~growth~~Village, ~~contributed~~and toKalae. ~~significant~~Together ~~increases~~with inVictoria ~~NOI.~~Place, Inwhich ~~office,~~is wefully ~~made~~sold ~~considerable~~out ~~progress~~and ~~with~~expected ~~the~~to ~~lease-up~~be ofdelivered ~~our~~in ~~towers~~late 2024, ~~executing~~these ~~approximately~~projects ~~510,000~~were ~~square~~96% ~~feet~~pre-sold ofat ~~new~~year-end orand ~~expanded~~represent ~~leases~~more ~~during~~than ~~the~~$2.6 billion ~~year~~of ~~which~~future ~~will~~contracted ~~provide~~revenue ~~meaningful~~that ~~NOI~~will ~~growth~~be inrecognized ~~the~~as ~~coming~~these ~~years.~~projects are completed.

~~Ward~~HHC ~~Village~~2023 ~~had~~FORM another strong year, closing on more than 600 condo units and contracting to sell nearly 1,000 condo units in future towers. During the year, we completed construction on Kō‘ula, made significant progress on the construction of Victoria Place, and commenced construction on The Park Ward Village. We also launched presales at Ulana Ward Village, a designated workforce housing tower, and at Kalae, which has been met with exceptional demand.10-K | 32

~~The~~MANAGEMENT’S ~~Seaport~~NARRATIVE ~~continued~~ANALYSISRESULTS toOF ~~improve~~OPERATIONS ~~throughout~~Table ~~2022~~of ~~with~~ContentsIndex ~~a nearly 50% year-over-year increase in foot traffic which contributed~~ to ~~improved~~Financial demand at our managed restaurants and our most successful summer concert series to date. In addition, the grand opening of the Tin Building by Jean-Georges in the third quarter of 2022 was met with strong demand and positive culinary reviews.Statements

2023 Outlook Proceeding into 2023, we maintain a positive long-term outlook for our businesses, although ongoing market uncertainty is expected to contribute to reduced residential land sales and relatively flat Operating Assets NOI in 2023. Despite these near-term challenges, HHC is well-positioned for growth in the years ahead with its substantial landbank in highly desirable master planned communities, exceptional portfolio of assets and significant pipeline of future commercial development. With the significant financing activity completed in 2022 and early 2023, we are well positioned to advance new developments in our communities.

MPC EBT is projected to be comparable to earnings generated on average during 2017 and 2018, prior to a period of outsized land and home sales in Summerlin, Bridgeland, and The Woodlands Hills during the COVID-19 pandemic. Since mid-2022, a slowing housing market, which has been largely driven by a rise in mortgage rates and shrinking home affordability, has softened new home sales and homebuilder demand for new acreage in the near-term. As a result, we expect 2023 MPC EBT to decline as compared to 2022.

Operating Assets NOI is projected to benefit from multi-family rent growth and new developments in Bridgeland, Downtown Columbia, and Summerlin encompassing nearly 1,400 units. The office portfolio is expected to benefit from leasing momentum experienced throughout 2022, but free rent periods on many of the new leases and the impact of tenant vacancies during 2022 will likely result in a modest year-over-year decline in office NOI. Overall, excluding the impact of divested retail assets in the prior year, Operating Assets NOI is expected to be relatively flat compared to 2022.

Projected revenue from condominium closings in 2023 is expected to decrease, as our next major condominium project, Victoria Place, is not scheduled to be completed until early 2024. Projected condominium sales for 2023 will be driven by the closing of our remaining completed units at ‘A‘ali‘i and Kō‘ula. As of December 31, 2022, ‘A‘ali‘i was 96% sold and Kō‘ula was 97% sold.

HHC 2022 FORM 10-K | 37

MANAGEMENT’S DISCUSSION AND ANALYSISOVERVIEW Table of ContentsIndex to Financial Statements

2022 Highlights

Total Company

–Net income attributable to common stockholders increased to $184.5 million, or $3.65 per diluted share, for the year ended December 31, 2022, compared to income of $56.1 million, or $1.03 per diluted share, for the year ended December 31, 2021.

–We continue to maintain a strong liquidity position with $626.7 million of cash and cash equivalents and available capacity of $200 million on the Secured Bridgeland Notes as of December 31, 2022, with limited near-term debt maturities.

–During 2022, we completed the sale of three retail properties, Outlet Collection at Riverwalk, Lake Woodlands Crossing and Creekside Village Green, as well as our interest in the 110 North Wacker office property, for total net proceeds of $215.9 million.

Operating Assets

–Operating Assets NOI totaled $225.8 million in 2022, a $7.1 million increase compared to $218.7 million in the prior year. Excluding the impact of dispositions in 2021 and 2022, Operating Assets NOI increased $13.7 million compared to the prior-year period.

–Multi-family NOI increased $12.7 million primarily due to rent growth and strong lease-up of our new developments in The Woodlands and Downtown Columbia, including Creekside Park The Grove, Two Lakes Edge, The Lane at Waterway and Juniper Apartments.

–Office NOI increased $1.4 million, primarily related to the continued lease-up at 9950 Woodloch Forest and the expiration of rent abatements at 9950 Woodloch Forest, 6100 Merriweather and 8770 New Trails. These increases were partially offset by decreases at The Woodlands and Columbia properties due to expiration of leases. In 2022, the Company executed 510,000 square feet of new or expanded office leases including 253,000 square feet in The Woodlands, 155,000 square feet in Downtown Columbia and 102,000 square feet in Summerlin.

–NOI related to our Retail and Other properties remained relatively flat in 2022 compared to the prior year.

MPC

–MPC EBT totaled $283.0 million in 2022, a $33.6 million decrease compared to $316.6 million in the prior year.

–The decrease in EBT was primarily due to lower equity earnings of $60.8 million, primarily related to limited supply of land inventory at The Summit, partially offset by higher builder price participation, primarily at Summerlin. Excluding the impact of the decrease in equity earnings, MPC EBT increased $27.2 million compared to the prior-year period.

–The average price per acre of residential land sold increased 32% to $768,000 per acre, a full-year record for HHC.

–Builder price participation totaled $71.8 million in 2022, a $26.6 million increase compared to $45.1 million in the prior year.

–During 2022, JDM Member exercised options to repurchase a 12.0% ownership interest in Teravalis, resulting in an 88.0% member equity interest for the Company.

Seaport

–Seaport generated negative NOI of $9.8 million, representing a $7.8 million improvement compared to the prior year, primarily as a result of an earlier launch of the summer concert series and additional concerts scheduled in 2022 compared to 2021, increased demand at our managed restaurants, increased private event activity and rental revenue related to the Tin Building landlord operations. Seaport NOI excludes equity losses of $36.2 million in 2022, related to pre-opening costs and initial operating losses for the Tin Building by Jean-Georges managed business.

Strategic Developments

–Strategic Developments EBT totaled $190.2 million in 2022, a $106.5 million increase compared to $83.8 million in the prior year.

–The increase in EBT was primarily due to an increase in net condominium sales of $74.4 million driven by timing and mix of condominium closings.

–We closed on 607 units during the year ended December 31, 2022, including 549 units at Kō‘ula, which was completed in the third quarter of 2022, 56 units at ‘A‘ali‘i and the final 2 units at Waiea.

–During 2022, we achieved 100% presold status at Victoria Place and 100% sold status at Waiea.

–The Park Ward Village, our eighth condominium project at Ward Village, began public presales in July 2021 and began construction in December 2022. As of December 31, 2022, we have entered into contracts for 501 units, representing 91.9% of total units.

HHC 2022 FORM 10-K | 38

MANAGEMENT’S DISCUSSION AND ANALYSISOVERVIEW Table of ContentsIndex to Financial Statements

–Ulana Ward Village, our ninth condominium project, was announced in 2021, with all units designated as workforce housing units and are being offered to local residents who meet certain maximum income and net worth requirements. As of December 31, 2022, we have entered into contracts for 676 units, representing 97.1% of total units. Construction began at Ulana Ward Village in January 2023.

–Kalae, our tenth condominium project, began public presales in September 2022 and as of December 31, 2022, we have entered into contracts for 240 units, representing 72.9% of total units.

–We placed the following assets in service upon substantial completion of construction in 2022: (i) Memorial Hermann Medical Office Building, a medical office property in The Woodlands; (ii) 1700 Pavilion, an office property in Summerlin; (iii) Marlow, a multi-family property in Columbia; (iv) Starling at Bridgeland, a multi-family property in Bridgeland; (v) Creekside Park Medical Plaza, a medical office property in The Woodlands; and (vi) Kō‘ula Retail, a retail property in Ward Village. These assets placed in service represent 830 multi-family units and 388,000 square feet of office and retail space.

–We began construction on the following assets in 2022: (i) South Lake Medical Office Building, a medical office property in Columbia; (ii) The Park Ward Village, our eighth condominium project in Ward Village; (iii) Summerlin South Office, an office property in Summerlin; and (iv) Wingspan, a single-family rental community in Bridgeland. These assets under construction represent 263 single-family units, 545 condominium units and 259,800 square feet of office and retail space.

Corporate

–Net expenses related to Corporate income, expenses and other items remained relatively flat compared to the prior-year period as the nonrecurring loss on extinguishment of debt in 2021 and lower net interest expense was offset by an increase in income tax expense.

Capital and Financing Activities

–In 2022, our financing activity included new borrowings of $899.2 million (excluding undrawn amounts on new construction loans), draws on existing mortgages of $336.7 million, and repayments on mortgages and credit facility of $1.1 billion. For additional information refer to Note 7 - Mortgages, Notes and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

–In the first quarter of 2022, the Company repurchased $153.4 million of its common stock, completing all authorized share repurchases under a $250.0 million share repurchase program approved in 2021. In March 2022, the Board authorized an additional $250.0 million of share repurchases. Under this program, the Company has repurchased approximately $235.0 million as of December 31, 2022.

HHC 2022 FORM 10-K | 39

MANAGEMENT’S DISCUSSION AND ANALYSISOVERVIEW Table of ContentsIndex to Financial Statements

Earnings Before Taxes

In addition to the required presentations using accounting principles generally accepted in the United States (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 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, includes the revenues and expenses of each segment, as shown below. 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 unconsolidated ventures to us

A reconciliation between EBT and Net income is presented below:

thousands	Operating Assets Segment (a)		MPC Segment		Seaport Segment		Strategic Developments Segment		Total
Year ended December 31, 2022
Total revenues	$	431,834	$	408,365	$	88,468	$	679,763	$	1,608,430
Total operating expenses	(194,496)		(173,905)		(104,393)		(504,036)		(976,830)
Segment operating income (loss)	237,338		234,460		(15,925)		175,727		631,600
Depreciation and amortization	(154,626)		(394)		(36,338)		(5,319)		(196,677)
Interest income (expense), net	(89,959)		50,305		3,902		17,073		(18,679)
Other income (loss), net	(1,140)		23		245		1,799		927
Equity in earnings (losses) from unconsolidated ventures	22,263		(1,407)		(36,273)		868		(14,549)
Gain (loss) on sale or disposal of real estate and other assets, net	29,588		—		—		90		29,678
Gain (loss) on extinguishment of debt	(2,230)		—		—		—		(2,230)
Segment EBT	$	41,234	$	282,987	$	(84,389)	$	190,238	$	430,070
Corporate income, expenses and other items									(245,434)
Net income (loss)									184,636
Net (income) loss attributable to noncontrolling interests									(103)
Net income (loss) attributable to common stockholders									$	184,533

HHC 2022 FORM 10-K | 40

MANAGEMENT’S DISCUSSION AND ANALYSISOVERVIEW Table of ContentsIndex to Financial Statements

thousands	Operating Assets Segment (a)		MPC Segment		Seaport Segment		Strategic Developments Segment		Total
Year Ended December 31, 2021
Total revenues	$	442,698	$	409,746	$	55,008	$	520,109	$	1,427,561
Total operating expenses	(209,020)		(193,851)		(77,198)		(436,698)		(916,767)
Segment operating income (loss)	233,678		215,895		(22,190)		83,411		510,794
Depreciation and amortization	(163,031)		(366)		(30,867)		(6,512)		(200,776)
Interest income (expense), net	(75,391)		42,683		357		3,701		(28,650)
Other income (loss), net	(10,746)		—		(3,730)		2,536		(11,940)
Equity in earnings (losses) from unconsolidated ventures	(67,042)		59,399		(1,988)		(221)		(9,852)
Gain (loss) on sale or disposal of real estate and other assets, net	39,168		—		—		13,911		53,079
Gain (loss) on extinguishment of debt	(1,926)		(1,004)		—		—		(2,930)
Provision for impairment	—		—		—		(13,068)		(13,068)
Segment EBT	$	(45,290)	$	316,607	$	(58,418)	$	83,758	$	296,657
Corporate income, expenses and other items									(247,733)
Net income (loss)									48,924
Net (income) loss attributable to noncontrolling interests									7,176
Net income (loss) attributable to common stockholders									$	56,100

(a)Total revenues includes hospitality revenues of $35.6 million for the year ended December 31, 2021. Total operating expenses includes hospitality operating costs of $30.5 million for the year ended December 31, 2021. In September 2021, the Company completed the sale of its three hospitality properties.

HHC 2022 FORM 10-K | 41

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements


RESULTS OF OPERATIONS

See sections below for detailed discussion of our operating results by segment.


Operating Assets

Segment EBT The following table presents segment EBT for Operating Assets for the years ended December 31:

Operating Assets Segment EBT

~~2022-2021~~

thousands

~~2022~~2023

~~2021~~2022

$ Change

~~$ Change~~

Rental revenue

~~379~~383,~~693~~238

~~360~~379,~~830~~693

3,545

~~18,863~~

Other land, rental and property revenues

52,141

81,868

(29,727)

Other land, rental, and property revenues

60,394

52,141

8,253

Total revenues

~~431~~443,~~834~~632

~~442~~431,~~698~~834

11,798

~~(10,864)~~

Operating costs

(~~141~~158,~~678~~965)

(~~158~~141,~~994~~678)

(17,287)

~~17,316~~

Rental property real estate taxes

(5253,~~096~~817)

(5052,~~661~~096)

(1,721)

~~(1,435)~~

(Provision for) recovery of doubtful accounts

~~(722)~~2,616

~~635~~(722)

3,338

~~(1,357)~~

Total operating expenses

(~~194~~210,~~496~~166)

(~~209~~194,~~020~~496)

(15,670)

~~14,524~~

Segment operating income (loss)

~~237~~233,~~338~~466

~~233~~237,~~678~~338

(3,872)

~~3,660~~

Depreciation and amortization

(~~154~~170,~~626~~731)

(~~163~~154,~~031~~626)

(16,105)

~~8,405~~

Interest income (expense), net

(89127,~~959~~388)

(7589,~~391~~959)

(37,429)

~~(14,568)~~

Other income (loss), net

(1,~~140)~~843

(101,~~746~~140)

2,983

~~9,606~~

Equity in earnings (losses) from unconsolidated ventures

222,~~263~~969

~~(67~~22,~~042)~~263

(19,294)

~~89,305~~

Gain (loss) on sale or disposal of real estate and other assets, net

2923,~~588~~926

3929,~~168~~588

(5,662)

~~(9,580)~~

Gain (loss) on extinguishment of debt

(~~2,230~~96)

(12,~~926~~230)

2,134

~~(304)~~

Segment EBT

41(36,~~234~~011)

~~(45~~41,~~290)~~234

(77,245)

~~86,524~~

Operating Assets segment EBT ~~increased~~decreased $8677.52 million compared to the prior-year period primarily due to the following:

–~~Equity~~Interest ~~earnings~~expense increased $8937.34 million primarily ~~driven by the impact of the sale of 110 North Wacker in the first quarter of 2022. This increase is~~ due to ~~losses~~new ~~incurred~~financings atsecured ~~110~~by ~~North Wacker in 2021 during the lease-up period that were not recurring in 2022, as well as the recognition of income upon the sale in 2022, primarily due to the release of~~ our ~~share~~operating ofassets ~~accumulated~~and ~~other~~higher ~~comprehensive~~interest ~~income~~rates ~~related~~on tovariable-rate ~~110 North Wacker’s derivative instruments~~debt.

–~~Total~~Equity ~~revenues,~~earnings ~~net~~decreased ~~of operating costs increased~~ $619.53 million ~~due~~primarily toas ana ~~increase~~result of a $11.38 million ~~primarily~~decrease ~~driven~~related byto the ~~stabilization~~change ofin ~~our~~value ~~newer~~of ~~multi-family~~certain ~~properties~~derivative ininstruments ~~The Woodlands~~ and ~~Columbia, partially offset by~~ a ~~decrease of~~ $4.89 million decrease related to the sale of ~~our~~110 ~~hospitality~~North ~~properties~~Wacker in the ~~third~~first quarter of ~~2021~~2022. This decrease is due to the release of our share of accumulated other comprehensive income related to 110 North Wacker’s derivative instruments upon the sale in 2022.

–~~Other~~Depreciation ~~loss~~and ~~decreased~~amortization increased $916.61 million ~~due~~primarily related to anew ~~nonrecurring~~assets ~~$10.0 million~~placed ~~loss~~in ~~incurred~~service in ~~February 2021 on~~ the ~~settlement~~second ofhalf ~~the rate-lock agreement upon repayment~~ of ~~our outstanding loans for 1201 Lake Robbins and The Woodlands Warehouse~~2022.

–~~Depreciation~~Gain ~~and~~on ~~amortization~~sale ~~decreased~~of ~~$7.1 million~~real ~~and~~estate ~~interest expense~~ decreased $35.97 million as athe ~~result~~combined ofgain on the ~~sale~~sales of ~~our~~two ~~hospitality~~self-storage properties and Memorial Hermann Medical Office in The Woodlands and certain properties in Ward Village in 2023 was lower than the ~~third~~combined ~~quarter~~gain on the sales of ~~2021~~Creekside Village Green, Lake Woodlands Crossing, and Outlet Collection at Riverwalk in 2022.

~~These~~–Total ~~increases~~revenues, net of operating costs decreased $5.5 million primarily due to ~~EBT~~COVID-related ~~were~~tenant recoveries at Ward Village in the prior year, and the sales of Creekside Village Green and Lake Woodlands Crossing in 2022, as well as increased insurance costs across our portfolio and increased labor and event costs for the Las Vegas Aviators in 2023. These decreases are partially offset by ~~the~~increased ~~following:~~leasing activity and abatement expirations across our portfolio as well as one-time lease termination fees.

~~–Interest~~Net ~~expense~~Operating ~~increased~~Income In ~~$18.5 million,~~addition ~~excluding~~to the ~~impact~~required ofpresentations ~~the~~using ~~sale~~accounting ofprinciples generally accepted in the ~~hospitality~~United ~~assets~~States ~~referenced~~(GAAP), ~~above~~we use certain non-GAAP performance measures, ~~primarily~~as ~~due~~we tobelieve ~~financing~~these ~~activity~~measures ~~for~~improve the understanding of our operational results and make comparisons of operating ~~assets~~results inamong ~~2022,~~peer ascompanies ~~well~~more asmeaningful. ~~increased~~Management ~~interest~~continually ~~costs~~evaluates ~~associated~~the ~~with~~usefulness, ~~variable~~relevance, limitations and calculation of our reported non-~~rate~~GAAP ~~debt.~~performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

~~–Gain~~We ondefine ~~asset~~NOI ~~sales~~as ~~decreased~~operating ~~$9.6~~revenues ~~million~~(rental asincome, ~~the~~tenant ~~combined~~recoveries, ~~gain~~and onother ~~the~~revenue) ~~sales~~less ofoperating ~~Creekside~~expenses ~~Park~~(real ~~Village~~estate taxes, ~~Lake~~repairs ~~Woodlands~~and ~~Crossing~~maintenance, marketing, and ~~the~~other ~~Outlet~~property ~~Collection~~expenses). atNOI ~~Riverwalk~~excludes instraight-line ~~2022~~rents and amortization of tenant incentives, ~~was~~net; ~~lower~~interest ~~than~~expense, ~~the~~net; ground rent amortization; demolition costs; other income (loss); depreciation and amortization; development-related marketing costs; gain on ~~the~~ sale or disposal of ~~the~~real ~~hospitality~~estate ~~properties~~and other assets, net; loss on extinguishment of debt; provision for impairment; and equity in ~~2021~~earnings from unconsolidated ventures.

HHC ~~2022~~2023 FORM 10-K | 4233

MANAGEMENT’S ~~DISCUSSION~~NARRATIVE ~~AND~~ ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements

~~Net Operating Income~~ We believe that NOI is a useful supplemental measure of the performance of our Operating Assets and Seaport segments because it provides a performance measure that, ~~when compared year over year,~~ reflects the revenues and expenses directly associated with owning and operating real estate properties and the impact on operations from trends in rental and occupancy rates and operating costs 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 unconsolidated ventures. 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~~rental ~~structure,~~and ~~lease~~occupancy rates, tenant mix, and ~~tenant~~operating ~~base~~costs have on our operating results, gross margins, and investment returns.

~~Projected~~A ~~annual~~reconciliation ~~stabilized~~of ~~NOI~~Operating isAssets ~~initially~~segment ~~projected~~EBT ~~prior~~ to ~~the~~Operating ~~development~~Assets ofNOI ~~the asset based on market assumptions and~~ is ~~revised~~presented ~~over~~in the ~~life~~table ~~of the asset as market conditions evolve~~below. ~~Adjustments~~Refer to anthe ~~asset’s~~Seaport ~~stabilized~~section ~~NOI~~for ~~are~~a ~~made~~reconciliation ~~when~~of ~~changes~~Seaport tosegment ~~the~~EBT ~~asset's long-term performance are thought~~ to beSeaport ~~more than likely and permanent~~NOI.

Although we believe that NOI provides useful information to investors about the performance of our Operating Assets and Seaport 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 section for a reconciliation of Seaport segment EBT to Seaport NOI.


Operating Assets NOI
thousands	2023		2022		$ Change
Total Operating Assets segment EBT	$	(36,011)	$	41,234	$	(77,245)
Add back:
Depreciation and amortization	170,731		154,626		16,105
Interest (income) expense, net	127,388		89,959		37,429
Equity in (earnings) losses from unconsolidated ventures	(2,969)		(22,263)		19,294
(Gain) loss on sale or disposal of real estate and other assets, net	(23,926)		(29,588)		5,662
(Gain) loss on extinguishment of debt	96		2,230		(2,134)


Impact of straight-line rent	(2,256)		(11,241)		8,985
Other	587		827		(240)
Operating Assets NOI	$	233,640	$	225,784	$	7,856

Operating Assets NOI					2022-2021
thousands	2022		2021		$ Change
Total Operating Assets segment EBT	$	41,234	$	(45,290)	$	86,524
Add back:
Depreciation and amortization	154,626		163,031		(8,405)
Interest (income) expense, net	89,959		75,391		14,568
Equity in (earnings) losses from unconsolidated ventures	(22,263)		67,042		(89,305)
(Gain) loss on sale or disposal of real estate and other assets, net	(29,588)		(39,168)		9,580
(Gain) loss on extinguishment of debt	2,230		1,926		304
Impact of straight-line rent	(11,241)		(14,715)		3,474
Other	827		10,449		(9,622)
Operating Assets NOI	$	225,784	$	218,666	$	7,118

The below table presents Operating Assets NOI by property type:

Operating Assets NOI by Property Type					~~2022-2021~~
thousands	~~2022~~2023		~~2021~~2022		$ Change		~~$ Change~~
Office	$	~~111~~117,~~210~~840	$	~~109~~111,~~838~~210	$	6,630	$	~~1,372~~
Retail	51,~~525~~548		5251,~~448~~245		303		~~(923)~~
Multi-family	4552,~~564~~831		3245,~~895~~564		7,267		~~12,669~~
Other	1410,~~067~~489		1312,~~492~~711		(2,222)		~~575~~
Dispositions	3,418		9,993				(6,575)
Redevelopments (a)	(189)		280		(469)
Operating Assets NOI	$	225,784	$	218,666			$	7,118
Dispositions (a)	1,121		4,774		(3,653)
Operating Assets NOI	$	233,640	$	225,784	$	7,856

~~Operating~~(a)Properties ~~Assets~~that ~~NOI~~were ~~increased~~transferred ~~$7.1 million~~to ~~compared~~our toStrategic ~~the~~Developments ~~prior-year~~segment ~~period~~for ~~primarily~~redevelopment ~~due~~and toproperties ~~the~~that ~~following:~~were sold are shown separately for all periods presented.

~~–Multi-family~~Operating Assets NOI increased $~~12.~~7.9 million ~~driven~~compared byto ~~rent~~the ~~growth and strong lease~~prior-upyear ofperiod ~~our~~primarily ~~new~~due ~~developments~~to inthe ~~The~~following: ~~Woodlands and Downtown Columbia, including Creekside Park The Grove, Two Lakes Edge, The Lane at Waterway and Juniper Apartments.~~

–~~Office~~Multi-family NOI increased $17.43 million primarily ~~due~~driven toby ~~the~~ continued lease-up at ~~9950~~our ~~Woodloch~~newer ~~Forest~~properties, ~~and~~Marlow ~~the~~in ~~expiration~~Downtown ofColumbia ~~rent~~and ~~abatements~~Starling at ~~9950 Woodloch Forest~~Bridgeland, ~~6100~~rent ~~Merriweather~~growth ~~and~~across ~~8770~~our ~~New~~portfolio, ~~Trails. These increases were partially offset by decreases at The Woodlands~~ and ~~Columbia~~winter ~~properties~~weather-related ~~due~~insurance ~~to expiration of leases~~recoveries.

–~~These~~Office ~~increases~~NOI ~~were~~increased ~~partially offset by a~~ $6.6 million ~~decrease~~primarily due to ~~the~~continued ~~sale~~lease-up ofactivity ~~our~~and ~~hospitality~~abatement expirations at various properties in The Woodlands, inmost ~~the~~notably ~~third~~at ~~quarter~~9950 ofWoodloch ~~2021~~Forest and ~~the~~Lakefront ~~Outlet~~North, ~~Collection~~and one-time lease termination fees at ~~Riverwalk~~1725 Hughes Landing. These increases are partially offset by decreases related to lower occupancy at One Hughes Landing, 1725 Hughes Landing, and various properties in ~~the~~Downtown ~~second~~Columbia, ~~quarter~~rent ofabatements ~~2022~~at 3 Waterway Square, and initial operating losses from 1700 Pavilion in Summerlin.

~~HHC~~–These increases were partially offset by a $3.7 million decrease related to the retail asset dispositions of Creekside Village Green, Lake Woodlands Crossing, and Outlet Collection at Riverwalk in 2022 ~~FORM~~and 10two self-~~K | 43~~storage properties in The Woodlands in 2023.

~~MANAGEMENT’S~~–Other ~~DISCUSSION~~NOI ~~AND~~decreased ~~ANALYSISRESULTS~~$2.2 million OFprimarily ~~OPERATIONS~~due ~~Table~~to ofhigher ~~ContentsIndex~~labor and event costs related to ~~Financial~~the ~~Statements~~Las Vegas Aviators.

HHC 2023 FORM 10-K | 34


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements


Master Planned Communities

Segment EBT The following table presents segment EBT for MPC for the years ended December 31:

MPC Segment EBT					~~2022-2021~~
thousands	~~2022~~2023		~~2021~~2022		$ Change		~~$ Change~~
Master Planned Community land sales (a)	$	~~316~~370,~~065~~185	$	~~346~~316,~~217~~065	$	54,120	$	~~(30,152)~~
Other land, rental and property revenues	20,539		18,391				2,148
Other land, rental, and property revenues	17,278		20,539		(3,261)
Builder price participation (b)	7160,~~761~~989		4571,~~138~~761		(10,772)		~~26,623~~
Total revenues	~~408~~448,~~365~~452		~~409~~408,~~746~~365		40,087		~~(1,381)~~
Master Planned Communities cost of sales	(~~119~~140,~~466~~050)		(~~153~~119,~~630~~466)		(20,584)		~~34,164~~
Operating costs	(5453,~~439~~420)		(4054,~~221~~439)		1,019		~~(14,218)~~
Total operating expenses	(~~173~~193,~~905~~470)		(~~193~~173,~~851~~905)		(19,565)		~~19,946~~
Segment operating income (loss)	~~234~~254,~~460~~982		~~215~~234,~~895~~460		20,522		~~18,565~~
Depreciation and amortization	(~~394~~418)		(~~366~~394)		(24)		~~(28)~~
Interest income (expense), net	5064,~~305~~291		4250,~~683~~305		13,986		~~7,622~~
Other income (loss), net	23(102)		—23		(125)		23
Equity in earnings (losses) from unconsolidated ventures	(122,~~407)~~666		59(1,~~399~~407)		24,073		~~(60,806)~~
Gain (loss) on extinguishment of debt	—		(1,004)				1,004
Segment EBT	$	341,419	$	282,987	$	58,432
Segment EBT	$	282,987	$	316,607			$	(33,620)

(a)MPC land sales include deferred revenue from land sales closed in a previous period that met criteria for recognition in the current period and excludes amounts deferred from current period land sales that do not yet meet the recognition criteria.

(b)Builder price participation revenue is earned when a developer that acquired land from ~~HHC~~us 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~~us and the developer at the time of closing on the sale of the home based on a previously agreed-upon percentage. This revenue fluctuates based upon the number and the prices of homes closed that qualify for builder price participation payments.

The following table presents MPC segment EBT by MPC for the years ended December 31:

MPC Segment EBT by MPC							~~2022-2021~~
thousands	~~2022~~2023		~~2021~~2022		$ Change		~~$ Change~~
Bridgeland	$	94101,~~913~~835	$	6794,~~187~~912	$	6,923	$	~~27,726~~
Summerlin	179,063		245,674				(66,611)
Columbia (a)	—		(2,297)		2,297
Teravalis (a)	(1,977)		(11)				(1,966)
Summerlin	227,409		179,063		48,346
The Woodlands	(4,406)		(11,703)				7,297
Teravalis (b)	(3,777)		(1,975)		(1,802)
The Woodlands Hills	17,690		16,405				1,285
The Woodlands	4,036		(4,406)		8,442
Columbia	(2,296)		(945)				(1,351)
The Woodlands Hills	11,916		17,690		(5,774)
Segment EBT	$	~~282~~341,~~987~~419	$	~~316~~282,~~607~~987	$	58,432	$	~~(33,620)~~
Floreo (b)	$	(2,848)	$	(16)			$	(2,832)
Floreo (c)	$	(4,150)	$	(2,848)	$	(1,302)

(a)AsColumbia ofMPC ~~December 31,~~land ~~2022,~~development ~~the~~is ~~Company~~complete ~~owns~~and anthe ~~88.0%~~sale ~~interest~~of ~~and~~remaining ~~consolidates~~land ~~Teravalis.~~or ~~For~~development of additional ~~detail,~~commercial ~~refer~~assets towill ~~Note~~occur 3as -the ~~Acquisitions~~market ~~and~~dictates. ~~Dispositions~~As insuch, the ~~Notes~~remaining Columbia land was transferred to ~~Consolidated~~the ~~Financial~~Strategic ~~Statements~~Developments ~~under~~segment ~~Item~~in 8the offirst ~~this~~quarter ~~Form~~of ~~10-K~~2023.

(b)~~These~~As ~~amounts represent 100%~~ of ~~Floreo~~December 31, ~~EBT.~~2023, ~~The~~the Company owns aan 5088.0% interest inand ~~Floreo~~consolidates Teravalis. ~~Refer~~For additional detail, refer to Note 23 - ~~Investments~~Acquisitions inand ~~Unconsolidated~~Dispositions ~~Ventures~~ in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K ~~for a description of the joint venture and further discussion~~.

~~HHC~~(c)These ~~2022~~amounts ~~FORM~~represent 100% of Floreo EBT. The Company owns a 50% interest in Floreo. Refer to Note 2 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K ~~| 44~~ for a description of the joint venture and further discussion.

~~MANAGEMENT’S~~HHC ~~DISCUSSION~~2023 ~~AND~~FORM ~~ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements~~10-K | 35

~~MPC~~MANAGEMENT’S ~~Segment~~NARRATIVE ~~EBT~~ANALYSISRESULTS ~~decreased~~OF ~~$33.6 million~~OPERATIONS ~~compared~~Table ~~to the prior-year period primarily due to lower equity earnings~~ of ~~$60.8 million,~~ContentsIndex ~~primarily related~~ to ~~The~~Financial Summit, partially offset by higher builder price participation of $26.6 million across all MPCs. Excluding the impact of the decrease in equity earnings, MPC EBT increased $27.2 million compared to the prior-year period. Statements

~~Summerlin~~MPC Segment EBT ~~decreased~~increased $6658.64 million compared to the prior-year period primarily due to higher superpad land sales and price per acre in Summerlin, higher equity earnings of $24.1 million, primarily related to The Summit, and higher capitalized interest, partially offset by lower builder price participation of $10.8 million in all MPCs.

~~–Equity~~Summerlin ~~earnings~~EBT atincreased ~~The Summit decreased~~ $5948.43 million ~~primarily~~compared ~~related~~ to ~~lower sales in 2022 as a result of limited available Phase I inventory and an increase in projected amenity and completion costs recognized in 2022, partially offset by~~ the ~~gain~~prior ~~recognized on the contribution of Phase II land in 2022~~period.

–MPC sales, net of MPC cost of sales ~~decreased~~increased $2728.45 million primarily due to the following activity. :

–~~decrease~~increase in superpad acres sold ~~partially offset by an increase in price per acre~~, with 94169.62 acres sold at an average price of $1.13 million per acre in ~~2022~~2023, compared to ~~310~~94.96 acres sold at an average price of $~~656,000~~1.1 million per acre in ~~2021~~2022

–decrease in ~~custom~~commercial ~~lots~~acres sold, with 4no ~~lots~~acres sold ~~with an average price of $2.2 million~~ in ~~2022~~2023, compared to 1516.6 ~~lots~~acres sold ~~with~~at an average price of $1.56 million in ~~2021~~2022

–~~increase~~decrease in ~~institutional~~custom ~~acres~~lots sold, with ~~16.6~~one ~~acres~~lot sold at ana ~~average~~ price of $12.60 million ~~per acre~~ in ~~2022~~2023, compared to nofour ~~institutional~~lots ~~land~~sold ~~sales~~with an average price of $2.2 million in ~~2021~~2022

–~~Builder~~Equity ~~price~~earnings ~~participation~~at The Summit increased $1724.78 million ~~due~~primarily related to ~~more~~higher ~~eligible~~sales ~~home~~in ~~closings~~2023 as a result of additional available Phase II inventory and ~~higher~~the ~~home~~close-out ~~sale~~of ~~prices~~clubhouse condominium units.

~~Bridgeland~~–Builder ~~EBT~~price ~~increased~~participation decreased $278.71 million ~~compared~~as tofewer homes were closed with sales prices over the ~~prior~~predetermined breakpoint necessary for participation revenue in the current period. This reflects price moderation from all-time highs in 2022.

~~–MPC~~The ~~sales,~~Woodlands ~~net~~EBT ~~of MPC cost of sales~~ increased $278.24 million ~~primarily~~compared ~~due~~ to the ~~following~~prior ~~activity~~period.

–~~increase~~MPC ~~in commercial acres sold~~sales, ~~with~~net ~~75.0~~of ~~acres~~MPC ~~sold~~cost atof ansales ~~average~~increased ~~price of~~ $~~507,000~~6.2 million ~~per~~primarily ~~acre~~due ~~in 2022, compared~~ to nothe ~~commercial~~following ~~land sales in 2021~~activity.

–increase in ~~residential~~commercial ~~price~~acres ~~per acre~~sold, with ~~156.~~8.4 acres sold at an average price of $~~544~~646,000 ~~per acre~~ in ~~2022~~2023, compared to ~~158.1~~no acres sold ~~at an average price of $468,000 per acre~~ in ~~2021~~ 2022

~~The~~–increase ~~Woodlands~~in ~~EBT~~residential ~~increased~~acres sold, with 9.8 acres sold in Aria Isle, an exclusive gated community, at an average price of $72.35 million per acre in 2023, compared to ~~the~~7.4 ~~prior~~acres ~~period~~sold at an average price of $3.0 million per acre in 2022

–~~MPC~~Operating ~~sales,~~costs ~~net~~decreased of$4.7 million ~~MPC~~due ~~cost~~to ofhigher ~~sales~~legal ~~increased~~fees ~~$5.7 million~~in the prior year, primarily ~~due~~related to the ~~following~~flood ~~activity~~litigation.

–~~increase~~Builder ~~in residential acres sold and~~ price ~~per~~participation ~~acre,~~decreased ~~with 7~~$1.46 million ~~acres~~as ~~sold~~fewer inhomes ~~Aria~~were ~~Isle,~~closed anwith ~~exclusive~~sales ~~gated~~prices ~~community,~~over atthe anpredetermined ~~average~~breakpoint ~~price~~necessary offor ~~$3.0 million~~participation ~~per~~revenue ~~acre~~ in ~~2022,~~the ~~compared~~current ~~to 3~~period.9 ~~acres~~This ~~sold~~reflects ~~at an average~~ price ofmoderation ~~$618,000~~from ~~per~~all-time ~~acre~~highs in ~~2021~~2022.

~~–decrease~~Bridgeland inEBT ~~commercial~~increased ~~acres sold, with no commercial land sales in 2022, compared to 1.6 acres sold at an average price of~~ $16.79 million ~~per~~compared ~~acre~~to inthe ~~2021~~prior period.

~~The~~–Increase ~~Woodlands~~of ~~Hills EBT increased~~ $16.32 million ~~compared~~primarily due to ~~the~~higher ~~prior~~capitalized ~~period~~interest inclusive of derivatives. For additional detail, refer to Note 9 - Derivative Instruments and Hedging Activities in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

–MPC sales, net of MPC cost of sales ~~decreased~~increased $13.5 million primarily due to the following activity. :

–~~decrease in residential acres sold partially offset by an~~ increase indue ~~price~~to ~~per~~more ~~acre,~~revenue ~~with~~recognized ~~61.9~~out ~~acres sold at an average price~~ of ~~$382,000~~deferred ~~per~~revenue ~~acre~~ in ~~2022~~2023, compared to ~~80.1 acres sold at an average price of $337,000 per acre in 2021~~2022

–~~increase~~decrease in ~~institutional~~commercial ~~acres~~price ~~sold~~per acre, with 8121.03 acres sold at an average price of $~~175~~249,000 per acre in ~~2022~~2023, compared to no110.7 ~~institutional~~acres ~~land~~sold ~~sales~~at an average price of $433,000 in ~~2021~~2022

–decrease in residential acres sold, with 151.0 acres sold at an average price of $564,000 per acre in 2023, compared to 156.8 acres sold at an average price of $544,000 per acre in 2022

–Operating costs increased $3.0 million primarily due to higher real estate taxes.

The Woodlands Hills EBT decreased $5.8 million compared to the prior period.

–MPC sales, net of MPC cost of sales decreased $4.7 million primarily due to the following activity:

–decrease in residential acres sold, with 44.7 acres sold at an average price of $427,000 per acre in 2023, compared to 61.9 acres sold at an average price of $382,000 per acre in 2022

–decrease in commercial acres sold, with no acres sold in 2023, compared to 8.0 acres sold at an average price of $175,000 in 2022

–Builder price participation decreased $1.2 million as fewer homes were closed with sales prices over the predetermined breakpoint necessary for participation revenue in the current period. This reflects price moderation from all-time highs in 2022.

HHC 2023 FORM 10-K | 36


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

MPC Equity Investments

The Summit

The Summit, our joint venture with Discovery, offers a mix of custom lots, single-family homes, and clubhouse suites in our Summerlin MPC. The original 555-acre community (Phase I) is nearing completion and consists of approximately 270 homes including 32 condominiums. In 2022, the Company contributed an additional 54 acres (Phase II) to The Summit adjacent to the existing Summit community to develop approximately 28 custom home sites. We recognized equity earnings of $3024.08 ~~thousand~~million inand ~~2022~~received ~~and~~cash distributions of $5915.41 million in ~~2021.~~2023, Wecompared ~~received~~to noequity ~~cash~~losses ~~distributions~~of in$30.0 ~~2022~~thousand and ~~$114.2~~no ~~million~~cash distributions in ~~2021~~2022.

Floreo

Land development is currently underway at Floreo, our joint venture with Trillium Development Holding Company, LLC. ~~Land~~The first Floreo land sales were contracted as of December 31, 2023, and are expected to ~~begin~~close in the ~~second~~first ~~half~~quarter of ~~2023~~2024.

For additional ~~details on The Summit and Floreo~~detail, refer to Note 2 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

HHC 2022 FORM 10-K | 45

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements

Residential and Commercial Land Sales The following tables detail our residential and commercial land sales for the years ended December 31:

	Summary of MPC Land Sales Closed
	Land Sales				Acres Sold		Average Price Per Acre
thousands	2022		2021			2022	2021				2022		2021
thousands, except acres sold	2023		2022		2023	2022	2023		2022
Residential Land Sales Closed
Bridgeland
Single family	$	85,~~320~~156	$	7385,~~999~~320	151.0	156.8	~~158.1~~$	564	$	544	$	~~544~~	$	~~468~~
Summerlin
Superpad sites	~~108~~223,~~196~~583		~~203~~108,~~855~~196		169.2	94.6	~~310.9~~1,321		1,144		~~1,144~~		~~656~~
Custom lots	82,~~910~~000		228,~~270~~910		0.7	2.0	~~11.7~~2,857		4,455		~~4,455~~		~~1,903~~
The Woodlands
Single family	2124,~~864~~421		221,~~412~~864		9.8	7.4	~~3.9~~2,492		2,955		~~2,955~~		~~618~~
The Woodlands Hills
Single family	2319,~~659~~103		2623,~~956~~659		44.7	61.9	~~80.1~~427		382		~~382~~		~~337~~
Total residential land sales closed (a)	$	~~247~~354,~~949~~263	$	~~329~~247,~~492~~949	375.4	322.7	~~564.7~~$	944	$	768	$	~~768~~	$	~~583~~
Commercial Land Sales Closed
Bridgeland
Commercial	$	3830,~~034~~536	$	—47,971	123.5	75110.07	—$	247	$	433	$	~~507~~	$	—
Institutional	9,937		9,335			35.7	58.1				278		161
Summerlin
Summerlin
Commercial	—		26,016		—	16.6	—		1,567
Commercial	—		4,250			—	6.3				—		675
The Woodlands
Institutional	26,016		—			16.6	—				1,567		—
Commercial	5,424		—		8.4	—	646		—
The Woodlands
The Woodlands Hills
Commercial	—		21,~~694~~396		—	—8.0	~~1.6~~—		175		—		~~1,684~~
Institutional	—		827			—	1.5				—		551
Total commercial land sales closed (a)	$	35,960	$	75,383	131.9	135.3	$	273	$	557
The Woodlands Hills
Institutional	1,396		—			8.0	—				175		—
Total commercial land sales closed (a)	$	75,383	$	17,106		135.3	67.5				$	557	$	253

(a)Excludes revenues related to sales closed in a previous period and deferred for recognition 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, ~~2022~~2023 and ~~2021~~2022.

~~Reconciliation~~HHC of2023 ~~MPC~~FORM ~~Land Sales Closed to GAAP Land Sales Revenue~~10-K The following table reconciles Total residential and commercial land sales closed in the years ended December 31, 2022 and 2021, to Master Planned Community land sales 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.| 37

thousands	2022		2021
Total residential land sales closed	$	247,949	$	329,492
Total commercial land sales closed	75,383		17,106
Net recognized (deferred) revenue:
Bridgeland	(18,388)		(8,174)
The Woodlands Hills	(172)		—
Summerlin	3,248		(1,568)
Total net recognized (deferred) revenue	(15,312)		(9,742)
Special Improvement District revenue	8,045		9,361
Master Planned Community land sales	$	316,065	$	346,217


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

~~HHC~~Reconciliation ~~2022~~of ~~FORM~~MPC ~~10-K~~Land Sales Closed to GAAP Land Sales Revenue ~~| 46~~The following table reconciles residential and commercial land sales closed in the years ended December 31, 2023 and 2022, to Master Planned Community land sales 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.

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements


thousands	2023		2022
Total residential land sales closed	$	354,263	$	247,949
Total commercial land sales closed	35,960		75,383
Net recognized (deferred) revenue:
Bridgeland	10,467		(18,388)
The Woodlands	(782)		—
The Woodlands Hills	22		(172)
Summerlin	(44,174)		3,248
Total net recognized (deferred) revenue	(34,467)		(15,312)
Special Improvement District revenue	14,429		8,045
Master Planned Community land sales	$	370,185	$	316,065

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.

	Net New Home Sales						Median Home Sales Price
thousands except percentages	~~2022~~2023	~~2021~~2022	% Change		~~2022-2021 % Change~~		2023		2022		~~2022~~% Change			~~2021~~		~~2022-2021 % Change~~
Bridgeland	~~566~~985	~~713~~566	74.0	%	~~(20.6)~~	%	$	477	$	525	$(9.1)	~~525~~	%	$	~~463~~	~~13.4~~	%
Summerlin	~~775~~1,071	~~1,578~~775	38.2	%	~~(50.9)~~	%	696		722		~~722~~(3.6)		%	~~628~~		~~15.0~~	%
The Woodlands (a)	325	~~144~~32	(84.4)	%	~~(77.8)~~	%	1,565		1,285		~~1,285~~21.8		%	~~750~~		~~71.3~~	%
The Woodlands Hills	~~201~~228	~~326~~201	13.4	%	~~(38.3)~~	%	478		429		~~429~~11.4		%	~~368~~		~~16.6~~	%
Total	2,289	1,574	45.4	%

(a) New home sales in The Woodlands are not expected to be significant as residential land development is nearing completion.

MPC Net Contribution ~~In addition to~~ MPC ~~segment EBT, MPC~~ Net Contribution is a non-GAAP financial measure derived from EBT, adjusted for certain items as discussed below. Management uses this measure because it captures current period performance through the velocity of sales, as well as current period development expenditures based upon demand at our MPCs, which varies depending upon the stage of the MPCs development lifecycle, and the overall economic environment. MPC Net Contribution is defined as MPC segment EBT, plus MPC cost of sales, Depreciation and amortization, and net collections from Special Improvement District (SID) bonds and Municipal Utility District (MUD) receivables, reduced by MPC development expenditures, land acquisitions, and Equity in earnings from unconsolidated ventures, 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.~~

~~The~~Below ~~following~~is ~~table~~a ~~sets~~reconciliation ~~forth~~of ~~the~~segment EBT to MPC Net Contribution for the years ended December 31:

					2022-2021
thousands	2023		2022		$ Change
thousands	2022		2021				$ Change
MPC segment EBT	$	341,419	$	282,987	$	58,432
MPC segment EBT	$	282,987	$	316,607			$	(33,620)
Plus:
Plus:
Master Planned Communities cost of sales	140,050		119,466		20,584
Master Planned Communities cost of sales	119,466		153,630				(34,164)
Depreciation and amortization	418		394		24
Depreciation and amortization	394		366				28
MUD and SID bonds collections, net (a)	136,409		131,126		5,283
MUD and SID bonds collections, net (a)	131,126		46,460				84,666
Distributions from unconsolidated ventures	15,050		—		15,050
Distributions from unconsolidated ventures	—		114,172				(114,172)
Less:
Less:
MPC development expenditures	(403,633)		(396,102)		(7,531)
MPC development expenditures	(396,102)		(322,255)				(73,847)
Equity in (earnings) losses from unconsolidated ventures	(22,666)		1,407		(24,073)
MPC land acquisitions	—		(574,253)				574,253
MPC Net Contribution	$	207,047	$	139,278	$	67,769
Equity in (earnings) losses from unconsolidated ventures	1,407		(59,399)				60,806
MPC Net Contribution	$	139,278	$	(324,672)			$	463,950

(a)SID collections are shown net of SID transfers to buyers in the respective periods.

~~MPC~~HHC ~~Net~~2023 ~~contribution~~FORM increased for the year ended December 31, 2022, primarily due to no MPC land acquisitions in 2022. Excluding the impact of the acquisition of Teravalis in 2021, MPC Net Contribution decreased primarily due to a decrease in Distributions from unconsolidated ventures related to a large distribution received in 2021 representing the return of the Company’s initial capital contribution in accordance with The Summit LLC agreement and higher MPC development expenditures, partially offset by higher MUD and SID bond collections, net. 10-K | 38

~~HHC~~MANAGEMENT’S ~~2022~~NARRATIVE ~~FORM~~ANALYSISRESULTS ~~10-K | 47~~OF OPERATIONS Table of ContentsIndex to Financial Statements

~~MANAGEMENT’S~~MPC ~~DISCUSSION~~Net ~~AND~~contribution ~~ANALYSISRESULTS~~increased OF$67.8 ~~OPERATIONS~~million ~~Table~~for ofthe ~~ContentsIndex~~year ended December 31, 2023, primarily due to ~~Financial~~higher ~~Statements~~MPC land sales and an increase in distributions from unconsolidated ventures.

MPC Land Inventory The following table summarizes MPC land inventory activity:

thousands	Bridgeland		Columbia (a)		Summerlin		Teravalis		The Woodlands		The Woodlands Hills		Total MPC
Balance December 31, 2020	$	486,867	$	16,625	$	888,954	$	—	$	177,341	$	117,732	$	1,687,519
Balance December 31, 2021	$	520,153	$	16,625	$	931,724	$	510,541	$	187,418	$	116,307	$	2,282,768
Acquisitions	—		—		—		569,541		4,712		—		574,253
Development expenditures (b)	189,752		—		161,540		195		14,844		29,771		396,102
Development expenditures (a)	142,556		—		156,433		—		5,448		17,818		322,255
MPC Cost of sales	(20,235)		—		(120,578)		—		(2,035)		(10,782)		(153,630)
MUD reimbursable costs (b)	(102,563)		—		—		—		(248)		(9,604)		(112,415)
Transfer to Strategic Developments	(1,617)		—		(1,700)		—		(892)		—		(4,209)
Investments in unconsolidated ventures	—		—		—		(59,000)		—		—		(59,000)
Other	15,145		—		8,615		—		3,092		1,143		27,995
Balance December 31, 2021	520,153		16,625		931,724		510,541		187,418		116,307		2,282,768
Acquisitions	—		—		—		—		—		—		—
Development expenditures (a)	189,752		—		161,540		195		14,844		29,771		396,102
MPC Cost of sales	(32,746)		—		(64,183)		—		(12,310)		(10,227)		(119,466)
MUD reimbursable costs (b)	(145,995)		—		—		—		(110)		(24,521)		(170,626)
MUD reimbursable costs (c)	(145,995)		—		—		—		(110)		(24,521)		(170,626)
Transfer to Strategic Developments	(777)		—		(12,424)		—		(4,433)		—		(17,634)
Transfer to Strategic Developments and Operating Assets Segments	(777)		—		(12,424)		—		(4,433)		—		(17,634)
Other	8,537		—		(2,146)		33,810		(53)		234		40,382
Balance December 31, 2022	$538,924	~~538,924~~	$16,625	~~16,625~~	$1,014,511	~~1,014,511~~	$544,546	~~544,546~~	$185,356	~~185,356~~	$111,564	~~111,564~~	$2,411,526	~~2,411,526~~
Development expenditures (b)	222,268		—		144,041		225		4,514		32,585		403,633
MPC Cost of sales	(40,533)		—		(77,068)		—		(13,289)		(9,160)		(140,050)
MUD reimbursable costs (c)	(172,120)		—		—		—		(1,200)		(25,688)		(199,008)
Transfer to Strategic Development and Operating Assets Segments	(4,530)		(16,625)		(4,073)		—		(3,226)		—		(28,454)
Other	(10,978)		—		2,516		53		497		5,938		(1,974)
Balance December 31, 2023	$	533,031	$	—	$	1,079,927	$	544,824	$	172,652	$	115,239	$	2,445,673

(a)~~Development~~Columbia ~~expenditures~~MPC ~~are~~land ~~inclusive~~development is complete and the sale of ~~capitalized~~remaining ~~interest~~land ~~and~~or ~~property~~development ~~taxes~~of additional commercial assets will occur as the market dictates. As such, the remaining Columbia land was transferred to the Strategic Developments segment in the first quarter of 2023.

(b)~~MUD~~Development ~~reimbursable~~expenditures ~~costs~~are ~~represent~~inclusive ~~land~~of ~~development~~capitalized ~~expenditures~~interest ~~transferred~~and toproperty ~~MUD Receivables~~taxes.

~~HHC~~(c)MUD ~~2022~~reimbursable ~~FORM~~costs ~~10-K | 48~~represent land development expenditures transferred to MUD Receivables.

~~MANAGEMENT’S~~HHC ~~DISCUSSION~~2023 ~~AND~~FORM ~~ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements~~10-K | 39


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements


Seaport

~~The~~ Seaport isEntertainment On ~~part~~October ~~non-stabilized operating asset~~5, ~~part development project and part operating business. As such~~2023, ~~the~~Howard ~~Seaport~~Hughes ~~has~~Holdings ~~a greater range of possible outcomes than our other projects~~Inc. ~~The greater uncertainty is largely the result of:~~ (iHHH) ~~seasonality;~~announced ~~(ii)~~the ~~potential~~intent ~~sponsorship~~to ~~revenue;~~form ~~(iii)~~a ~~potential~~new ~~event revenue; and (iv) business operating risks from various start-up businesses. We operate and own~~division, ~~either~~Seaport ~~directly~~Entertainment, ~~through~~that ~~license~~is ~~agreements~~expected orto ininclude ~~joint~~all ~~ventures, many~~ of the ~~tenants~~assets in the Seaport. ~~As a result~~segment, ~~the revenues and expenses of these businesses,~~ as well as the ~~underlying~~Las ~~market~~Vegas ~~conditions~~Aviators ~~affecting~~Triple-A ~~these~~Minor ~~types~~League ofBaseball ~~businesses~~team, ~~will directly impact~~ the ~~NOI~~Las ofVegas ~~the~~Ballpark, ~~Seaport.~~and ~~This is in contrast to~~ our ~~other~~80% ~~retail~~interest ~~properties~~in ~~where~~the weair ~~primarily~~rights ~~receive~~above ~~lease payments and are not as directly impacted by~~ the ~~operating~~Fashion ~~performance~~Show ofMall ~~the~~in ~~underlying~~Las ~~businesses~~Vegas. ~~This~~HHH ~~causes~~is ~~the~~establishing ~~financial~~Seaport ~~results~~Entertainment ~~and~~with ~~eventual~~the ~~stabilized~~intention ~~yield~~ of ~~the~~completing ~~Seaport~~its tospinoff ~~be less predictable than our other operating real estate assets with traditional lease structures. Further,~~ as wean ~~open new operating businesses~~independent, ~~either~~publicly ~~owned~~traded ~~entirely~~company or in ~~partnership with third parties~~2024, webut ~~expect~~there tocan ~~incur~~be ~~pre-opening~~no ~~expenses~~assurance ~~and~~regarding ~~operating losses until those businesses stabilize, which likely will not happen until~~ the ~~Seaport~~ultimate ~~reaches~~timing ~~its critical mass~~ of ~~offerings. Given~~ the ~~factors~~spinoff ~~and uncertainties listed above, we do not currently provide guidance on our expected NOI yield~~ or ~~stabilization~~that ~~date for~~ the ~~Seaport.~~spinoff ~~As we move closer to opening a critical mass of offerings at the Seaport, we~~ will ~~re-establish~~ultimately ~~goals for yield on costs and stabilization dates when the uncertainties and range of possible outcomes are clearer~~occur.

WeGeneral The ~~primarily~~Seaport ~~categorize~~is part non-stabilized operating asset, part development project, and part operating business. As such, the Seaport 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. ~~segment~~As ~~into~~a result, the ~~following~~revenues ~~groups:~~and ~~Landlord~~expenses ~~Operations~~of these businesses, ~~Managed~~as ~~Businesses~~well as the underlying market conditions affecting these types of businesses, will directly impact the ~~Tin~~NOI ~~Building~~of the Seaport. This is in contrast to our other retail properties where we primarily receive lease payments and ~~Events~~are not as directly impacted by the operating performance of the underlying businesses. This causes the financial results and ~~Sponsorships~~eventual stabilized yield of the Seaport 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 reaches its critical mass of offerings. Given the factors and uncertainties listed above, we do not currently provide guidance on our expected NOI yield or stabilization date for the Seaport.

~~Landlord~~We ~~Operations Landlord~~primarily ~~Operations~~categorize ~~represent~~the ~~physical~~businesses ~~real estate~~ in the ~~Historic~~Seaport ~~District~~segment ~~and~~into ~~Pier~~the 17following ~~that~~groups: weLandlord ~~have~~Operations, ~~developed~~Managed ~~and own~~Businesses, ~~and~~the isTin ~~inclusive of our office~~Building, ~~retail~~ and ~~multi-family~~Events ~~properties~~and Sponsorships.

~~Managed~~Landlord ~~Businesses~~Operations ~~Managed~~Landlord ~~Businesses~~Operations represent ~~retail~~physical ~~and~~real ~~food~~estate ~~and beverage businesses~~ in the Historic District and Pier 17 that ~~HHC~~we ~~owns,~~have ~~either~~developed ~~wholly or through partnerships with third parties,~~ and ~~operates~~own, ~~including license~~ and ~~management~~is ~~agreements.~~inclusive ~~These~~of ~~businesses~~our ~~include~~office, ~~among others~~retail, ~~The Fulton, Mister Dips, Carne Mare, Malibu Farm~~ and ~~Ssäm Bar. The Fulton and Malibu Farm are managed by Creative Culinary Management Company, LLC (CCMC), a Jean~~multi-~~Georges~~family ~~company, and Mister Dips and Carne Mare are managed by Seaport F&B LLC, an Andrew Carmellini company~~properties. These management companies are 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.

InManaged ~~March~~Businesses Managed ofBusinesses ~~2022,~~represent ~~the~~retail ~~Company~~and ~~paid~~food ~~$45~~and ~~million~~beverage ~~for~~businesses ain ~~25%~~the ~~interest~~Historic inDistrict ~~Jean-Georges~~and ~~Restaurants~~Pier 17 that the Company owns, ~~which~~either ~~currently~~wholly ~~operates~~or ~~over~~through 40partnerships ~~restaurant~~with third parties, and ~~hospitality~~operates, ~~offerings~~including ~~around~~license ~~the~~and ~~world~~management agreements. These businesses include, among others, The ~~Company~~Fulton, ~~also~~Mister ~~paid~~Dips, ~~$10~~Carne ~~million~~Mare, inand ~~exchange~~Malibu ~~for~~Farm. ~~the~~The ~~option~~Fulton toand ~~acquire~~Malibu upFarm toare anmanaged ~~additional~~by ~~20%~~Creative ~~interest~~Culinary inManagement Company, LLC (CCMC), a Jean-Georges ~~Restaurants~~company, and Mister Dips and Carne Mare are managed by Seaport F&B LLC, an Andrew Carmellini company. ~~The~~These ~~Company~~management ~~reports~~companies ~~its~~are ~~ownership~~responsible ~~interest~~for inemployment ~~accordance~~and ~~with~~supervision of all employees providing services for the ~~equity~~food ~~method~~and beverage operations and restaurant as well as day-to-day operations and accounting for food and beverage operations.

~~In 2023, we plan to expand our Managed Businesses portfolio with the launch of~~ The ~~Lawn~~Company ~~Club,~~owns a ~~new~~25% ~~concept~~interest ~~that~~in ~~will~~Jean-Georges ~~transform 20~~Restaurants,~~000~~ ~~square~~which ~~feet~~currently ofoperates ~~the~~over ~~Fulton~~40 ~~Market~~restaurant ~~Building into an immersive indoor~~ and ~~outdoor~~hospitality ~~experience~~offerings ~~that~~around ~~includes~~the anworld. ~~extensive~~This ~~indoor~~ownership ~~grass~~interest ~~area,~~is areported ~~stylish~~in ~~clubhouse~~accordance ~~bar~~with ~~and~~the aequity ~~wide variety of lawn games~~method.

~~Tin~~In ~~Building The~~the ~~Tin~~fourth ~~Building~~quarter ~~includes both landlord operations and managed business. The Company owns 100%~~ of ~~the~~2023, ~~Tin~~we ~~Building~~expanded ~~which~~our ~~was~~Managed ~~completed~~Businesses ~~and~~portfolio ~~placed~~with ~~in service during~~ the ~~third~~launch ~~quarter~~ of ~~2022.~~ The ~~Company~~Lawn ~~leased~~Club, ~~100%~~a ofnew ~~the space to the Tin Building by Jean-Georges~~ joint venture, aconcept ~~managed~~that ~~business~~transformed inover ~~which~~20,000 ~~the~~square ~~Company~~feet ~~has~~of ~~an equity ownership interest and reports its ownership interest in accordance with~~ the ~~equity~~Fulton ~~method.~~Market ~~The Tin~~ Building byinto ~~Jean-Georges~~an ~~had~~immersive aindoor ~~soft opening in early August~~ and aoutdoor ~~grand~~experience ~~opening~~that ~~celebration~~includes ~~in late September, with~~ an ~~expanded~~extensive ~~focus~~indoor ongrass ~~experiences including in-person dining~~area, retail shopping and delivery. Subsequent to the grand opening, operating hours were constrained due to labor shortages; however, during the fourth quarter of 2022, despite continued labor shortages, operating hours were extended to seven days a ~~week.~~stylish ~~The~~clubhouse ~~Tin Building by Jean-Georges is managed by CCMC~~bar, ~~a Jean-Georges company. Based on capital contribution~~ and ~~distribution~~a ~~provisions~~wide ~~for~~variety ~~the Tin Building by Jean-Georges, HHC currently receives substantially all~~ of ~~the~~lawn ~~economic interest in the venture~~games.

~~Events~~Tin ~~and Sponsorships~~Building ~~Our~~The ~~events~~Tin Building includes both landlord operations and ~~sponsorships~~managed ~~businesses~~business. ~~include~~The ~~our~~Company ~~concert~~owns ~~series,~~100% ~~event~~of ~~catering~~the Tin Building, ~~private~~which ~~events~~was completed and ~~sponsorships~~placed in service during the third quarter of 2022. ~~Food~~The Company leased 100% of the space to the Tin Building by Jean-Georges joint venture, a managed business in which the Company has an equity ownership interest and ~~beverage~~reports ~~operations~~its ~~associated~~ownership interest in accordance with ~~concert~~the ~~concessions~~equity method. Based on capital contribution and ~~catering~~distribution ~~are~~provisions ~~operated~~for ~~under~~the ~~management~~Tin ~~agreements~~Building ~~with~~by ~~CCMC~~Jean-Georges, the Company currently recognizes all of the economic interest in the venture. The ~~2022~~Company ~~summer~~recognizes ~~concert~~lease ~~series,~~payments ~~which~~from ~~began~~the Tin Building by Jean-Georges in ~~May~~Rental revenue and ~~ran~~recognizes ~~through~~its share of the ~~end~~offsetting rent expense in Equity earnings. As the Company currently recognizes 100% of ~~October,~~operating ~~included~~income 60or ~~shows,~~losses ~~more~~from ~~than~~the ~~any~~Tin ~~previous~~Building ~~year~~by Jean-Georges, ~~and~~the ~~sold~~Tin ~~over~~Building ~~188~~lease has no net impact to Seaport EBT. However,~~200~~ ~~tickets~~Seaport NOI includes only rental revenue related to the Tin Building lease payments, ~~representing~~and ~~over~~does ~~90%~~not ofinclude ~~available~~the ~~ticket~~offsetting ~~inventory~~rent expense in Equity earnings.

~~HHC~~The Tin Building by Jean-Georges opened in late September 2022, ~~FORM~~with 10an expanded focus on experiences including in-~~K | 49~~person dining, retail shopping, and delivery and is managed by CCMC, a Jean-Georges company.

~~MANAGEMENT’S~~HHC ~~DISCUSSION~~2023 ~~AND~~FORM ~~ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements~~10-K | 40

~~250~~MANAGEMENT’S ~~Water~~NARRATIVE ~~Street In~~ANALYSISRESULTS ~~October~~OF ~~2020,~~OPERATIONS weTable ~~announced our comprehensive proposal for the redevelopment~~ of ~~250~~ContentsIndex Water Street, which includes the transformation of this underutilized full-block surface parking lot into a mixed-use development that will include affordable and market-rate apartments, community-oriented spaces and office space. This project, which includes approximately 547,000 zoning square feet, presents a unique opportunity at the Seaport to redevelop this site into a vibrant mixed-use asset, provide long-term viability to the South Street Seaport Museum and deliver much-needed affordable housing and economic stimulus to the area. In May 2021, we received approval from the New York City Landmarks Preservation Commission (LPC) on our proposed design for the 250 Water Street site. HHC received final approvals in December 2021 through the New York City Uniform Land Use Review Procedure known as ULURP, which will allow the necessary transfer of development rights to the parking lot site. Also in December 2021, an amendment to the Seaport ground lease was executed giving HHC extension options, at the discretion of HHC, for an additional 48 years from its current expiration in 2072 until 2120. We received a building foundation permit from the New York City Department of Buildings and began initial foundation work and remediation in the second quarter of 2022. Remediation of the site as a volunteer of the New York State Brownfield Cleanup program is expected to be completed in 2023. Various lawsuits have been filed challenging the LPC’s approval of our development project. For additional information regarding these lawsuits, see Note 10 - Commitments and Contingencies in the Notes to Consolidated Financial Statements ~~under Item 8 of this Form 10-K.~~

~~Impact~~Events ofand ~~COVID-19~~Sponsorships InOur ~~response~~events toand ~~the~~sponsorships ~~COVID-19~~businesses ~~pandemic,~~include ~~we closed the Seaport in March 2020 and cancelled~~ our ~~2020 Seaport summer~~ concert series~~. Many businesses were able to resume operations~~, onevent ~~a limited basis~~catering, inprivate ~~the third quarter of 2020. Most restrictions were lifted in June of 2021; however~~events, ~~many~~and ~~businesses at the Seaport continued to operate at reduced levels through the third quarter of 2021, primarily due to labor shortages~~sponsorships. ~~All~~Food ~~venues were open~~ and ~~operating~~beverage ~~at close to full capacity during the fourth quarter of 2021; however,~~ operations ~~were~~associated ~~negatively~~with ~~impacted~~concert byconcessions ~~the~~and ~~rise~~catering ofare ~~the~~operated ~~Omicron~~under ~~variant~~management inagreements ~~the~~with ~~beginning of 2022 before returning to normal in March 2022~~CCMC. ~~Throughout the second through fourth quarters of 2022, substantially all businesses were open and operating at close to full capacity.~~

The 2023 summer concert series, which began in May and ran through the end of October, included 63 shows with over 204,000 tickets sold, representing over 93% of available ticket inventory. This represents a modest increase from the 2022 summer concert series, which included 60 shows with over 188,200 tickets sold, representing over 90% of available ticket inventory.

250 Water Street In 2021, the Company received the necessary approvals for its 250 Water Street development project, which includes a mixed-use development with affordable and market-rate apartments, community-oriented spaces, and office space. In May 2021, the Company received approval from the New York City Landmarks Preservation Commission (LPC) on its proposed design for the 250 Water Street site. The Company received final approvals in December 2021 through the New York City Uniform Land Use Review Procedure known as ULURP, which allowed the necessary transfer of development rights to the parking lot site.

Also in December 2021, an amendment to the Seaport ground lease was executed giving the Company extension options, at the discretion of the Company, for an additional 48 years from its current expiration in 2072 until 2120. We received a building foundation permit from the New York City Department of Buildings and began initial foundation work and remediation in the second quarter of 2022. Remediation of the site as a volunteer of the New York State Brownfield Cleanup program was completed in December 2023. Various lawsuits have been filed challenging the governmental approval of our development project. For additional information regarding these lawsuits, see Note 10 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

Segment EBT The following table presents segment EBT for the Seaport for the years ended December 31:

Seaport Segment EBT					~~2022-2021~~
thousands	~~2022~~2023		~~2021~~2022		$ Change		~~$ Change~~
Rental revenue	$	19,410	$	7,901			$	11,509
Rental revenue (a)	$	21,746	$	19,410	$	2,336
Other land, rental and property revenues	69,058		47,107				21,951
Other land, rental, and property revenues	60,225		69,058		(8,833)
Total revenues	8881,~~468~~971		5588,~~008~~468		(6,497)		~~33,460~~
Operating costs	(102,~~271~~725)		(75102,~~721~~271)		(454)		~~(26,550)~~
Rental property real estate taxes	(~~885~~686)		(~~1,322~~885)		199		~~437~~
(Provision for) recovery of doubtful accounts	(~~1,237~~55)		(~~155~~1,237)		1,182		~~(1,082)~~
Total operating expenses	(~~104~~103,~~393~~466)		(77104,~~198~~393)		927		~~(27,195)~~
Segment operating income (loss)	(1521,~~925~~495)		(2215,~~190~~925)		(5,570)		~~6,265~~
Depreciation and amortization	(3637,~~338~~791)		(3036,~~867~~338)		(1,453)		~~(5,471)~~
Interest income (expense), net	3,~~902~~065		~~357~~3,902		(837)		~~3,545~~
Other income (loss), net	~~245~~(1,290)		~~(3,730)~~245		(1,535)		~~3,975~~
Equity in earnings (losses) from unconsolidated ventures	(3681,~~273~~485)		(136,~~988~~273)		(45,212)		~~(34,285)~~
Segment EBT	$	(84,389)	$	(58,418)			$	(25,971)
Gain (loss) on extinguishment of debt	(48)		—		(48)
Provision for impairment	(672,492)		—		(672,492)
Segment EBT	$	(811,536)	$	(84,389)	$	(727,147)

~~Seaport~~(a)Lease ~~segment~~payments ~~EBT~~for ~~loss~~the ~~increased~~Tin Building included in Rental revenue and offset in Equity losses were $2611.0 6 million ~~compared~~for tothe year ended December 31, 2023, and $4.6 million for the ~~prior-~~year ~~period~~ended ~~primarily~~December 31, ~~due~~2022. No rental payments were made during the first or second quarter of 2022 as the lease had not yet commenced. Refer to the ~~following:~~Tin Building discussion above for additional detail.

~~–Equity~~Seaport ~~losses~~segment ~~increased~~EBT decreased $34727.31 million ~~primarily~~compared ~~driven~~to bythe ~~pre~~prior-~~opening~~year ~~costs~~period ~~and~~primarily ~~initial~~due ~~operating~~to ~~losses for~~ the ~~Tin Building by Jean-Georges, which opened in the third quarter of 2022 with limited operating hours.~~ following:

–~~This~~Provision ~~was~~for ~~partially~~impairment ~~offset~~includes ~~by a~~ $6672.95 million ~~increase~~and inEquity ~~Total~~losses ~~revenues,~~includes ~~net~~$37.0 ofmillion ~~Operating~~related ~~costs~~to ~~driven~~the bySeaport ~~higher~~impairment. ~~demand~~For atadditional ~~our managed restaurants~~information, arefer ~~longer~~to ~~concert~~Note ~~series,~~4 ~~increased~~- ~~private~~Impairment ~~events,~~in ~~and~~ the ~~opening~~Notes ofto ~~the~~Consolidated ~~Tin~~Financial ~~Building,~~Statements ~~which~~under ~~was~~Item ~~completed~~8 ~~and~~of ~~placed~~this inForm ~~service in the third quarter of 2022~~10-K.

~~HHC~~–Equity ~~2022~~losses ~~FORM~~increased 10$8.2 million, excluding the impact of the $37.0 million impairment charge above, primarily due to operating losses for the Tin Building by Jean-~~K | 50~~Georges, which opened in the third quarter of 2022.

~~MANAGEMENT’S~~–Total ~~DISCUSSION~~revenues, ~~AND~~net ~~ANALYSISRESULTS~~of OFOperating ~~OPERATIONS~~costs ~~Table~~decreased of$7.0 ~~ContentsIndex~~million primarily due to ~~Financial~~reduced ~~Statements~~restaurant performance as a result of poor weather conditions and elevated labor and overhead costs, and fewer private events in the current year, as well as COVID-related recoveries at the Fulton Market Building in the prior year. These decreases were partially offset by an increase in rental revenue driven by the opening of the Tin Building.

HHC 2023 FORM 10-K | 41


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

–Depreciation expense increased $1.5 million primarily due to the Tin Building being completed and placed in service in the third quarter of 2022, partially offset by a decrease as a result of the Seaport impairment.

Net Operating Income A reconciliation of Seaport segment EBT to Seaport NOI is presented below:

Seaport NOI					~~2022-2021~~
thousands	~~2022~~2023		~~2021~~2022		$ Change		~~$ Change~~
Total Seaport segment EBT	$	(84811,~~389~~536)	$	(5884,~~418~~389)	$	(727,147)	$	~~(25,971)~~
Add back:
Depreciation and amortization	3637,~~338~~791		3036,~~867~~338		1,453		~~5,471~~
Interest (income) expense, net	(3,~~902~~065)		(~~357~~3,902)		837		~~(3,545)~~
Equity in (earnings) losses from unconsolidated ventures	3681,~~273~~485		136,~~988~~273		45,212		~~34,285~~
Impact of straight-line rent	456		1,632				(1,176)
(Gain) loss on extinguishment of debt	48		—		48
Other (income) loss, net	5,456		6,725				(1,269)
Impact of straight-line rent	1,927		456		1,471
Seaport NOI	$	(9,768)	$	(17,563)			$	7,795
Other (income) loss, net	5,341		5,456		(115)
Provision for impairment	672,492		—		672,492
Seaport NOI	$	(15,517)	$	(9,768)	$	(5,749)

The Seaport, including Managed Businesses, Events and Sponsorships, and the Tin Building, is approximately 6869% leased. We may continue to incur operating expenses in excess of rental revenues while the remaining available space is in lease-up, as the Seaport continues to move toward its critical mass of offerings ~~and until the economy recovers from the economic impact of the COVID-19 pandemic~~.

The below table presents Seaport NOI by category:

Seaport NOI by Category

~~2022-2021~~

thousands

~~2022~~2023

~~2021~~2022

$ Change

~~$ Change~~

Landlord Operations

(1521,~~702~~506)

(15,~~027~~702)

(5,804)

~~(675)~~

Landlord Operations - Multi-family

~~110~~133

~~(5)~~110

~~115~~

Managed Businesses

(853,516)

(~~1,057~~85)

(3,431)

~~972~~

Tin Building

49,~~015~~486

—4,015

5,471

~~4,015~~

Events and Sponsorships

~~1,894~~(114)

(1,~~474)~~894

(2,008)

~~3,368~~

Seaport NOI

(915,~~768~~517)

(179,~~563~~768)

(5,749)

~~7,795~~

Seaport NOI ~~improved~~decreased $5.7 million compared to the prior-year period,. The decreases in Landlord Operations NOI are primarily due to increased labor and overhead costs, insurance expense, and franchise tax expense in the current year as awell ~~result~~as ofCOVID-related anrecoveries ~~earlier~~at ~~launch~~the ofFulton Market Building in the ~~summer~~prior ~~concert~~year. ~~series~~The decreases in Managed Businesses and ~~additional~~Events ~~concerts~~and ~~scheduled~~Sponsorships inNOI ~~2022~~are ~~compared~~due to ~~2021,~~reduced ~~increased~~restaurant ~~demand~~performance atas ~~our~~a ~~managed~~result ~~restaurants~~of poor weather conditions and elevated labor and overhead costs, ~~increased~~fewer private ~~event~~events, ~~activity~~and increased marketing and ~~rental~~production ~~revenue~~costs related to the concert series in the current year. These decreases were partially offset by an increase in Tin Building ~~landlord~~NOI ~~operations~~resulting from the opening of the Tin Building in the third quarter of 2022.

Tin Building in the table above represents NOI from our landlord business and, as defined, excludes the impact of the Company’s equity ownership interest in the Tin Building by Jean-Georges managed business, which ~~had~~opened ain ~~loss~~the third quarter of ~~$36~~2022.~~2 million~~ ~~for~~The ~~the~~table ~~year~~below ~~ended~~presents ~~December 31,~~the ~~2022,~~above ~~driven~~NOI byrelated ~~pre-opening~~to ~~costs~~the ~~and~~Tin ~~initial~~Building, ~~operating~~which ~~losses.~~primarily ~~Combined~~represents ~~NOI~~lease ~~related~~payments tofrom the Tin Building ~~landlord~~by ~~operations~~Jean-Georges, ~~and~~as well as the Company’s share of NOI related to its investment in the Tin Building by Jean-Georges, ~~was~~which aprimarily ~~loss~~represents ofthe ~~$32.2 million~~operations ~~for~~of the ~~year~~Tin ~~ended~~Building ~~December 31,~~marketplace ~~2022~~and includes rent expense paid to the Company.

HHC 2022 FORM 10-K | 51


thousands	2023		2022		2023-2022 $ Change
Tin Building	$	9,486	$	4,015	$	5,471
Tin Building by Jean-Georges	(38,798)		(36,183)		(2,615)

Total	$	(29,312)	$	(32,168)	$	2,856

~~MANAGEMENT’S~~Tin ~~DISCUSSION~~Building ~~AND~~by ~~ANALYSISRESULTS~~Jean-Georges OFNOI ~~OPERATIONS~~losses ~~Table~~during 2022 relate to costs incurred prior to the marketplace opening in the third quarter of ~~ContentsIndex~~2022 and elevated operating losses during the early months of operation. In 2023, the Tin Building by Jean-Georges was open seven days per week, with strong foot traffic and sales. However, operating losses remained elevated in 2023, as the Company continues to ~~Financial~~refine ~~Statements~~the operating model during the marketplace’s first year in operations, and the Seaport experienced poor weather conditions throughout the year.

HHC 2023 FORM 10-K | 42


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements


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					~~2022-2021~~
thousands	~~2022~~2023		~~2021~~2022		$ Change		~~$ Change~~
Condominium rights and unit sales	$	~~677~~47,~~078~~707	$	~~514~~677,~~597~~078	$	(629,371)	$	~~162,481~~
Rental revenue	—379		~~319~~—		379		~~(319)~~
Other land, rental and property revenues	2,685		5,193				(2,508)
Other land, rental, and property revenues	1,901		2,685		(784)
Total revenues	~~679~~49,~~763~~987		~~520~~679,~~109~~763		(629,776)		~~159,654~~
Condominium rights and unit cost of sales	(~~483~~55,~~983~~417)		(~~414~~483,~~199~~983)		428,566		~~(69,784)~~
Operating costs	(1921,~~001~~908)		(19,~~063~~001)		(2,907)		62
Real estate taxes	(13,~~052~~147)		(31,~~415~~052)		(2,095)		~~2,363~~
(Provision for) recovery of doubtful accounts	—		(21)				21
Total operating expenses	(80,472)		(504,036)		423,564
Total operating expenses	(504,036)		(436,698)				(67,338)
Segment operating income (loss)	(30,485)		175,727		(206,212)
Segment operating income (loss)	175,727		83,411				92,316
Depreciation and amortization	(3,963)		(5,319)		1,356
Depreciation and amortization	(5,319)		(6,512)				1,193
Interest income (expense), net	16,074		17,073		(999)
Interest income (expense), net	17,073		3,701				13,372
Other income (loss), net	690		1,799		(1,109)
Other income (loss), net	1,799		2,536				(737)
Equity in earnings (losses) from unconsolidated ventures	142		868		(726)
Equity in earnings (losses) from unconsolidated ventures	868		(221)				1,089
Gain (loss) on sale or disposal of real estate and other assets, net	236		90		146
Gain (loss) on sale or disposal of real estate and other assets, net	90		13,911				(13,821)
Segment EBT	$	(17,306)	$	190,238	$	(207,544)
Provision for impairment	—		(13,068)				13,068
Segment EBT	$	190,238	$	83,758			$	106,480

Strategic Developments segment EBT ~~increased~~decreased $~~106~~207.5 million compared to the prior-year period primarily due to the following:

–Condominium sales, net of cost of sales ~~increased~~decreased $74187.4 million, excluding the change in remediation ~~cost~~costs of $1813.34 million discussed below, ~~driven~~due byto the timing ~~and mix~~ of condominium closings., ~~The~~including ~~Company~~the ~~closed~~completion onof ~~607~~Kō'ula ~~units~~in atthe athird ~~higher~~quarter ~~average~~of ~~profit~~2022, and pricing reductions in ~~2022,~~2023 ~~including~~at ~~549~~‘A‘ali‘i and Kō'ula to facilitate the close-out of remaining units. We closed on 31 units at Kō‘~~ula~~A‘ali‘i ~~which~~and ~~was~~16 ~~completed~~units inat ~~the~~Kō'ula ~~third~~during ~~quarter~~2023, ofcompared ~~2022~~to 549 units at Kō'ula, 56 units at ‘A‘ali‘i, and ~~the final~~ 2 units at Waiea, ~~compared~~during tothe ~~670~~prior ~~units~~year. The lower volume of condominium closings in ~~2021~~2023 was expected as our completed towers are now 100.0% sold and the next tower, Victoria Place, is not scheduled for completion until late 2024.

–Condominium cost of sales also ~~decreased~~includes an increase of $1813.34 million due to charges related to the defect remediation accrual at Waiea. We charged $216.7 1 million in ~~2022~~2023, related to additional anticipated costs, compared to ~~charges of~~ $212.0 7 million charged in ~~2021~~2022.

~~–Provision~~HHC ~~for~~2023 ~~impairment~~FORM ~~decreased $13.1 million due to the impairment of Century Park in 2021, compared to no strategic asset impairments in 2022.~~ 10-K | 43

~~–Interest~~MANAGEMENT’S ~~income~~NARRATIVE ~~increased~~ANALYSISRESULTS ~~$13.4 million~~OF ~~primarily~~OPERATIONS ~~due~~Table toof ~~the~~ContentsIndex ~~change in value related~~ to ~~the~~Financial ~~derivative instruments associated with 1700 Pavilion and Tanager Echo.~~Statements

~~These~~Strategic ~~increases~~Developments inProjects The ~~EBT~~following ~~were~~describes ~~partially~~the ~~offset~~status byof ~~the~~our ~~following:~~major construction projects and announced Strategic Developments projects as of December 31, 2023.

–Gain on asset sales decreased $13.8 million driven by the sales of Monarch City and Century Park in 2021, compared to no strategic asset sales in 2022.

HHC 2022 FORM 10-K | 52

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements

Strategic Developments Projects The following describes the status of our major construction projects and announced Strategic Developments projects as of December 31, 2022.

Columbia

~~Downtown~~10285 ~~Columbia The~~Lakefront ~~Master~~Medical ~~Plan~~Office 10285 ~~and~~Lakefront ~~zoning~~Medical ~~for~~Office ~~Downtown~~(formerly ~~Columbia,~~South asLake ~~amended~~Medical inOffice) ~~2017,~~will ~~allows~~be ~~for~~an ~~a total of approximately 14~~86,000~~,000~~ square ~~feet~~foot ~~for~~medical ~~all~~office ~~of Downtown Columbia~~property. ~~Upon~~Total ~~completion,~~development ~~the~~costs ~~redevelopment~~are ofexpected ~~Downtown~~to ~~Columbia~~be ~~will~~approximately ~~include~~$49.9 ~~three neighborhoods~~million, ~~Lakefront~~which ~~District, Merriweather District and Central District, and~~ will ~~feature~~be ~~residential,~~partially ~~office,~~financed ~~hotel,~~with ~~retail,~~a ~~cultural and public uses including public parks and trails~~$28.2 ~~The~~million ~~majority~~construction ~~of the properties will be developed on raw land, surface parking lots and other assets controlled by HHC~~loan. ~~Based~~We onbegan ~~the~~construction ~~Development Rights and Responsibilities Agreement, signed~~ in ~~2018 with~~ the ~~County,~~third ~~the~~quarter ~~existing~~of ~~Master~~2022 ~~Plan, zoning~~ and anticipate project ~~approval~~completion ~~process~~in ~~cannot~~the besecond ~~amended~~quarter ~~for a period~~ of ~~30 years~~2024. ~~Additionally,~~We ~~pursuant~~expect to areach ~~2010~~projected ~~development~~annual ~~agreement,~~stabilized weNOI ~~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~~$3.2 ~~This~~million ~~covenant~~by ~~expires in 2030~~2027.

We are currently focusing on the redevelopment of the Merriweather and Lakefront Districts. At the Merriweather District, we completed construction on Marlow, a 472-unit multi-family property, in the fourth quarter of 2022. At the Lakefront District, we began construction on South Lake Medical Office Building, an 86,000 square foot medical office property, in the third quarter of 2022, and anticipate project completion in 2024. Total development costs are expected to be approximately $44.8 million, which will be partially financed with a construction loan expected to close in 2023. We expect to reach projected annual stabilized NOI of $3.2 million by 2027.

Bridgeland

Wingspan Wingspan will be a 263-unit single-family rental community in Bridgeland situated on approximately 28.8 acres. This new product type will offer one- to four-bedroom units with single-family home benefits including private outdoor spaces and attached garages. Total development costs are expected to be approximately $86.5 million, which will be partially financed with a $54.1 million construction loan that closed in December 2022. We began construction in the second quarter of 2022 and anticipate project completion in 2024. We expect to reach projected annual stabilized NOI of $4.9 million by 2026.

Summerlin

~~Tanager Echo~~Meridian ~~Tanager~~Meridian ~~Echo~~(formerly Summerlin South Office) will be a ~~294-unit multi-family property located in Downtown Summerlin~~147,000 ~~comprised~~square offoot ~~studio,~~office ~~one and two-bedroom units~~property. Total development costs are expected to be approximately $8655.95 million, which will be partially financed with a $5927.58 million construction loan ~~that closed in September 2021~~. We began construction in the ~~second~~fourth quarter of ~~2021~~2022 and anticipate project completion in the first quarter of ~~2023~~2024. We expect to reach projected annual stabilized NOI of $54.93 million by ~~2026~~2027.

Summerlin ~~South~~Grocery ~~Office~~Anchored Center ~~Summerlin~~This ~~South~~67,000 ~~Office~~square foot retail property in Downtown Summerlin will be aanchored ~~147,000~~by ~~square~~a ~~foot~~new ~~office~~Whole ~~property~~Foods Market. Total development costs are expected to be approximately $5346.9 4 million, which will be partially financed with aan $18.0 million construction loan ~~expected to close in 2023~~. We began construction in the ~~fourth~~third quarter of ~~2022~~2023 and anticipate project completion in the ~~fourth~~third quarter of ~~2023~~2024. We expect to reach projected annual stabilized NOI of $41.3 8 million by ~~2026~~2027.

The Woodlands

1 Riva Row 1 Riva Row will be a 268-unit multi-family property and will consist of studio, one-, two-, and three-bedroom units. Total development costs are expected to be approximately $156.0 million, which will be partially financed by a $93.3 million construction loan. We began construction in the third quarter of 2023 and anticipate project completion in 2025. We expect to reach projected annual stabilized NOI of $9.9 million by 2028.

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 ~~197~~232,~~779~~020 square feet of retail to serve our new residents and the community at large. 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.

~~HHC~~Condominium ~~2022~~revenue ~~FORM~~is 10recognized when construction of the condominium tower is complete and unit sales close, leading to potentially significant variability in revenue recognized between periods. Sales contracts for condominium units are subject to a 30-~~K | 53~~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 units disclosed below represent sales that are past the 30-day rescission period.

~~MANAGEMENT’S~~During ~~DISCUSSION~~2023, ~~AND~~we ~~ANALYSISRESULTS~~achieved OF100% ~~OPERATIONS~~presold ~~Table~~status ofat ~~ContentsIndex~~Ulana toWard ~~Financial~~Village, ~~Statements~~achieved 100% sold status at ‘A‘ali‘i and Kō‘ula, and began construction at Ulana Ward Village.

~~Condominium~~Completed ~~revenue~~Condominiums As ~~is recognized when construction~~ of ~~the~~December 31, ~~condominium~~2023, ~~tower~~our issix ~~complete~~completed ~~and~~condominiums, ~~unit~~Ae‘o, ~~sales~~Ke ~~close~~Kilohana, ~~leading~~Anaha, toWaiea, ~~potentially significant variability in revenue recognized between periods. Sales contracts for condominium units are subject to a 30-day rescission period~~‘A‘ali‘i, 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 dateKō‘ula, ~~which is specified in the sales contracts for each condominium project. Contracted amounts disclosed below represent sales that~~ are ~~past~~completely ~~the 30-day rescission period~~sold.

~~During~~Condominiums ~~2022,~~Under weConstruction As ~~launched~~of ~~presales~~December 31, at2023, ~~Ulana~~97.9% ~~Ward~~of ~~Village~~the ~~and~~units ~~Kalae,~~at ~~achieved~~our ~~100%~~three ~~presold~~towers ~~status~~under atconstruction, Victoria Place, ~~achieved~~The ~~100%~~Park ~~sold~~Ward ~~status~~Village, atand ~~Waiea~~Ulana Ward Village, ~~completed~~are ~~construction~~under ~~and~~contract. ~~began~~We ~~welcoming~~broke ~~residents~~ground aton ~~Kō‘ula~~our seventh condominium project, Victoria Place in February 2021, and ~~began~~expect to complete construction atin ~~The~~the ~~Park~~fourth ~~Ward~~quarter ~~Village~~of 2024. ~~Subsequent~~Victoria toPlace, ~~year~~which ~~end~~is 100.0% presold, wewill ~~began~~consist ~~construction~~of 349 atone-, ~~Ulana~~two-, ~~Ward~~and ~~Village.~~three-bedroom units.

~~Completed~~HHC ~~Condominiums As~~2023 ofFORM December 31, 2022, our six completed towers are 98.3% sold with 31 units remaining to be sold at ‘A‘ali‘i and 15 units remaining to be sold at Kō‘ula. Ae‘o, Ke Kilohana, Anaha and Waiea are completely sold. 10-K | 44

~~Condominiums~~MANAGEMENT’S ~~Under~~NARRATIVE ~~Construction As~~ANALYSISRESULTS ofOF ~~December 31,~~OPERATIONS ~~2022,~~Table ~~95.1%~~ of ~~the~~ContentsIndex ~~units~~to atFinancial our two towers under construction, Victoria Place and The Park Ward Village, are under contract. We launched public presales of our seventh condominium project, Victoria Place, in December 2019 and broke ground in February 2021. Victoria Place will be a 40-story, 349-unit condominium project and will include one, two and three-bedroom residences. As of December 31, 2022, Victoria Place is 100.0% presold.Statements

We ~~launched~~broke ~~public~~ground ~~presales~~on of our eighth condominium project, The Park Ward Village, in ~~July~~October ~~2021~~2022, ~~and~~expect ~~broke~~to ~~ground~~complete construction in ~~October 2022~~2026. The Park Ward Village will beconsist aof ~~41-story,~~ 545~~-unit~~ ~~condominium project and will include~~ studio, one-, two-, and three-bedroom residences. As of December 31, ~~2022~~2023, we have entered into contracts for ~~501~~512 units, representing 9193.9% of total units.

~~Predevelopment~~We ~~Condominiums In~~broke ~~2021,~~ground ~~HHC~~on ~~announced plans for~~ our ninth condominium project, Ulana Ward Village, in January 2023 and expect to complete construction in 2025. ~~This~~Ulana ~~mixed-use~~Ward ~~residence~~Village, which is 100.0% presold, will consist of 696 studio, one-, two-, and three-bedroom units. All units are designated as workforce housing units and are being offered to local residents who meet certain maximum income and net worth requirements. ~~As of December 31, 2022, we have entered into contracts for 676 units, representing 97.1% of total units. Construction began at Ulana Ward Village in January 2023.~~

Predevelopment Condominiums We launched public presales of our tenth condominium project, Kalae, in September 2022. ~~This~~Kalae will ~~be a 38-story, 329-unit condominium project and will~~ consist of 329 one-, two-, and three-bedroom residences. As of December 31, ~~2022~~2023, we have entered into contracts for ~~240~~287 units, representing 7287.92% of total units.

~~HHC~~The ~~2022~~following ~~FORM~~provides ~~10-K | 54~~further details for Ward Village as of December 31, 2023:

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements


		Units Closed	Units Under Contract	Total Units	Total % of Units Closed or Under Contract		Completion Date
Completed
Waiea	(a)	177	—	177	100.0	%	Q4 2016
Anaha	(a)	317	—	317	100.0	%	Q4 2017
Ae‘o	(a)	465	—	465	100.0	%	Q4 2018
Ke Kilohana	(a)	423	—	423	100.0	%	Q2 2019
‘A‘ali‘i	(a)	750	—	750	100.0	%	Q4 2021
Kō‘ula	(b)	565	—	565	100.0	%	Q3 2022
Under Construction
Victoria Place		—	349	349	100.0	%	Q4 2024
The Park Ward Village	(c)	—	512	545	93.9	%	2026
Ulana Ward Village	(d)	—	696	696	100.0	%	2025
Predevelopment
Kalae	(e)	—	287	329	87.2	%	2027

The following provides further details for Ward Village as of December 31, 2022:

		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	(a)	177	—	177	100.0	%	100.0	%	Q4 2016
Anaha	(a)	317	—	317	100.0	%	100.0	%	Q4 2017
Ae‘o	(a)	465	—	465	100.0	%	100.0	%	Q4 2018
Ke Kilohana	(a)	423	—	423	100.0	%	100.0	%	Q2 2019
‘A‘ali‘i	(b)	719	—	750	95.9	%	93.7	%	Q4 2021
Kō‘ula	(c)	549	1	565	97.3	%	97.9	%	Q3 2022
Under Construction
Victoria Place		—	349	349	100.0	%	100.0	%	2024
The Park Ward Village	(d)	—	501	545	91.9	%	92.8	%	2025
Predevelopment
Ulana Ward Village	(e)	—	676	696	97.1	%	98.7	%	2025
Kalae	(f)	—	240	329	72.9	%	74.6	%	2026

(a)The retail portions of these projects are 100% leased and have been placed in service.

(b)The retail portion of this project has been placed in service and is 8856% leased.

(c)~~The~~There ~~retail~~will ~~portion~~be ofapproximately ~~this~~26,800 ~~project~~square ~~has~~feet ~~been~~of ~~placed~~retail inspace ~~service~~as ~~and~~part isof ~~29%~~this ~~leased~~project.

(d)There will be approximately 2632,~~800~~100 square feet of retail space as part of this project.

(e)There will be approximately 322,~~100~~000 square feet of retail space as part of this project.

~~(f)There~~HHC ~~will~~2023 beFORM ~~approximately 2,000 square feet of retail space as part of this project.~~ 10-K | 45

~~HHC~~MANAGEMENT’S ~~2022~~NARRATIVE ~~FORM~~ANALYSISRESULTS ~~10-K | 55~~OF OPERATIONS Table of ContentsIndex to Financial Statements

~~MANAGEMENT’S~~Corporate ~~DISCUSSION~~Income, ~~AND~~Expenses, ~~ANALYSISRESULTS~~and OFOther ~~OPERATIONS Table of ContentsIndex to Financial Statements~~Items

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 for the years ended December 31:

					2022-2021
thousands	2023		2022		$ Change
thousands	2022		2021				$ Change
Corporate income	$	60	$	58	$	2
Corporate income	$	58	$	340			$	(282)
General and administrative	(90,141)		(81,772)		(8,369)
General and administrative	(81,772)		(81,990)				218
Corporate interest expense, net	(87,243)		(88,394)		1,151
Corporate interest expense, net	(88,394)		(101,279)				12,885
Gain (loss) on extinguishment of debt	—		(147)		147
Gain (loss) on extinguishment of debt	(147)		(35,084)				34,937
Corporate other income (loss), net	3,143		982		2,161
Corporate other income (loss), net	982		425				557
Corporate depreciation and amortization	(3,215)		(3,684)		469
Corporate depreciation and amortization	(3,684)		(4,324)				640
Other	(13,383)		(11,977)		(1,406)
Other	(11,977)		(10,668)				(1,309)
Income tax (expense) benefit	163,505		(60,500)		224,005
Income tax (expense) benefit	(60,500)		(15,153)				(45,347)
Total Corporate income, expenses, and other items	$	(27,274)	$	(245,434)	$	218,160
Total Corporate income, expenses and other items	$	(245,434)	$	(247,733)			$	2,299

Corporate income, expenses, and other items was favorably impacted compared to the prior-year period by the following:

–~~Loss~~Income ontax ~~extinguishment~~expense ~~of debt~~ decreased $34224.90 million primarily due to ~~the~~a ~~repurchase~~decrease ~~of the Company’s $1.0 billion 5.375% Senior Notes due 2025 that occurred~~ in ~~the~~income ~~first~~before ~~quarter~~income ~~of 2021~~taxes.

–Corporate ~~interest~~other ~~expense~~income ~~decreased~~increased $122.92 million primarily ~~due~~related to the ~~change~~receipt ~~in value~~ of ~~derivative~~insurance ~~instruments and the repurchase of the $1~~proceeds.0 billion 5.375% Senior Notes in the first quarter of 2021, partially offset by the issuance of $650 million 4.125% Senior Notes and $650 million 4.375% Senior Notes in the first quarter of 2021. Refer to Note 9 - Derivative Instruments and Hedging Activities for additional information on derivative instruments.

Corporate income, expenses, and other items was unfavorably impacted compared to the prior-year period by the following:

–~~Income~~General ~~tax~~and ~~expense~~administrative expenses increased $458.34 million primarily ~~due~~attributable to an increase in ~~income~~compensation ~~before~~costs ~~income~~and ~~taxes.~~increased ~~Refer~~legal and consulting fees related to ~~Note~~the 12holding -company ~~Income~~reorganization ~~Taxes~~and ~~for~~planned ~~additional~~spinoff ~~information.~~of Seaport Entertainment.

Income Taxes

thousands except percentages	~~2022~~2023			~~2021~~2022
Income tax expense (benefit)	$	60(163,~~500~~505)		$	1560,~~153~~500
Income (loss) before income taxes	$	~~245~~(714,~~136~~213)		$	64245,~~077~~136
Effective tax rate	2422.79		%	2324.67		%

The Company’s effective tax rate for the year ended December 31, 2023, was 22.9% compared to 24.7% for the year ended December 31, 2022. 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, 2022, was 24.7% compared to 23.6% for the year ended December 31, 2021. The increase was primarily due to the following:

–a release of a valuation allowance of $4.7 million on the Company’s capital loss carryover in 2021 related to a capital loss generated by the sale of the Company’s 50% equity method investment in Circle T Ranch and Power Center in 2020 (refer to Note 3 - Acquisitions and Dispositions in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for additional details), partially offset by a decrease related to the tax impact of noncontrolling interests

For additional information on income taxes, see Note 12 - Income Taxes in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

HHC ~~2022~~2023 FORM 10-K | 5646

MANAGEMENT’S DISCUSSION AND ANALYSISLIQUIDITY AND CAPITAL RESOURCES Table of ContentsIndex to Financial Statements

LIQUIDITY AND CAPITAL RESOURCES

We continue to maintain a strong balance sheet and ensure we maintain the financial flexibility and liquidity necessary to fund future growth. In 2022, to enhance our liquidity profile and extend the terms of our maturities, we entered into new borrowings of $899.2 million (excluding undrawn amounts on new construction loans), drew on existing mortgages of $336.7 million, and made repayments on mortgages and credit facility of $1.1 billion. As of December 31, 2022, we have $934.1 million of undrawn lender commitment available to be drawn for property development, subject to certain restrictions, and $200.0 million of available capacity on the Secured Bridgeland Notes.

In 2022, the Company sold its ownership interest in 110 North Wacker for net proceeds to the Company of $168.9 million and sold the Outlet Collection at Riverwalk for net proceeds of $8.2 million. These sales completed our planned non-core assets sales, with 15 non-core assets sold since the fourth quarter of 2019, generating approximately $578.1 million of net proceeds after debt repayment. Additionally, during the fourth quarter of 2022, the Company completed the sale of two retail properties in The Woodlands, Lake Woodlands Crossing and Creekside Village Green, for combined net proceeds after debt repayment of $38.8 million.

In October 2021, the board of directors (Board) of The Howard Hughes Corporation, authorized a share repurchase program, pursuant to which the Company was authorized to purchase up to $250.0 million of its common stock through open-market transactions. The Company has completed all share repurchases under this plan, with $96.6 million repurchased in the fourth quarter of 2021 and $153.4 million repurchased in the first quarter of 2022. In March 2022, the Board authorized an additional $250.0 million of share repurchases. Under this program, the Company has repurchased approximately $235.0 million as of December 31, 2022. All purchases were funded with cash on hand.

Cash Flows

	Year Ended December 31,
thousands	2022		2021
Cash provided by (used in) operating activities	$	325,254	$	(283,958)
Cash provided by (used in) investing activities	(220,695)		101,458
Cash provided by (used in) financing activities	(222,259)		156,140

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 2022. Operating cash continued to be utilized in 2022 to fund ongoing development expenditures in our Strategic Developments, Seaport 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.

Net cash provided by operating activities increased $609.2 million in 2022, compared to 2021, primarily due to $574.3 million of MPC land acquisition costs in 2021 related to Teravalis and Floreo, compared to no MPC land acquisition costs in 2022. Additionally, cash provided by operating activities included a $129.8 million increase in net cash associated with our condominiums and a $70.6 million increase in MUD receivable collections. The impact of these items was partially offset by an increase of $73.9 million in cash used pertaining to master planned community development expenditures, a decrease of $34.9 million in cash provided by distributions from equity method investments and a decrease of $19.2 million in cash provided related to the return of an interest rate lock deposit in the first quarter of 2021 associated with a debt instrument.

HHC 2022 FORM 10-K | 57

MANAGEMENT’S DISCUSSION AND ANALYSISLIQUIDITY AND CAPITAL RESOURCES Table of ContentsIndex to Financial Statements

Investing Activities Net cash used in investing activities increased $322.2 million in 2022, compared to 2021, primarily due to a $240.7 million decrease in proceeds from sales of properties, a $78.4 million increase in cash used for property development and redevelopment expenditures and a $99.2 million increase in cash used for investments in real estate and other affiliates, primarily attributable to the Company’s investment in Jean-Georges Restaurants. Proceeds from sales of properties in 2022 related to Creekside Village Green, Lake Woodlands Crossing and the Outlet Collection at Riverwalk and proceeds from the sale of properties in 2021 related to the Company’s hospitality properties, Monarch City and Century Park. This increase in net cash used was partially offset by a $115.6 million increase in distributions from unconsolidated ventures. The distributions received in 2022 primarily related to the sale of the Company’s ownership interest in 110 North Wacker, compared to the distributions received in 2021 related to the return of the Company’s initial capital contribution at the Summit.

Financing Activities Net cash used in financing activities increased $378.4 million in 2022, compared to 2021, primarily due to a $322.7 million increase in cash used for repurchases of common shares in 2022, and a $112.0 million net decrease in cash provided by proceeds from debt financing activity, net of principal payments primarily due to significant debt financing activity in 2021.

Short- and Long-Term Liquidity

Short-Term Liquidity In the next twelve months, we expect our primary sources of cash to include cash flow from MPC land sales, cash generated from our operating assets, first mortgage financings secured by our assets and deposits from condominium sales (which are restricted to funding construction of the related developments). We expect our primary uses of cash to include condominium pre-development and development costs, debt principal payments and debt service costs, MPC land development costs and other strategic developments costs. 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.

Long-Term Liquidity The development and redevelopment opportunities in Strategic Developments, Seaport and Operating Assets are capital intensive and will require significant additional funding, if and when pursued. Any additional funding beyond those sources listed above would be raised with a mix of construction, bridge and long-term financings, by entering into joint venture arrangements, as well as 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 financing for our projects. We also provided completion guarantees to the City of New York for the redevelopment of the Tin Building, as well as the Hawai‘i Community Development Authority for reserve condominium units at Ward Village. The Company received the necessary approvals from the New York City Economic Development Corporation to relinquish the Tin Building guarantee in early 2023.

Summary of Remaining Development Costs The following table summarizes remaining development costs related to projects under construction and related debt held in Operating Assets, Seaport and Strategic Developments segments as of December 31, 2022. Total cost remaining to be paid net of debt and buyer deposits consists of $139.8 million related to substantially completed projects, $50.7 million related to projects with estimated completion dates within the next 12 months and $75.3 million related to projects with estimated completion dates in 2024 and 2025.

Projects that are substantially complete and have been placed into service in the Operating Assets or Seaport segments and completed condominium projects in the Strategic Developments segment are included in the following table if the project has more than $1.0 million of estimated costs remaining to be incurred. As of December 31, 2022, $49.9 million primarily relates to warranty repairs at Waiea in Ward Village. However, we anticipate recovering a substantial amount of these costs in the future, which is not reflected in the table below. The remaining cost related to substantially completed projects primarily represent costs associated with the completion of common areas at our completed condominium towers and budgeted tenant allowances necessary to bring our completed operating assets to stabilized occupancy.

HHC 2022 FORM 10-K | 58

MANAGEMENT’S DISCUSSION AND ANALYSISLIQUIDITY AND CAPITAL RESOURCES Table of ContentsIndex to Financial Statements

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.

thousands	Estimated Remaining to be Spent		Remaining Buyer Deposits/Holdback to be Drawn		Debt to be Drawn (a)		Costs Remaining to be Paid, Net of Debt and Buyer Deposits/Holdbacks to be Drawn (b)
Operating Assets
Columbia	$	60,018	$	—	$	31,689	$	28,329
The Woodlands	6,833		—		7,146		(313)
Bridgeland	9,344		—		11,514		(2,170)
Summerlin	36,086		—		36,935		(849)
Total Operating Assets	112,281		—		87,284		24,997
Seaport Assets
Seaport	38,923		—		—		38,923
Total Seaport Assets	38,923		—		—		38,923
Strategic Developments
Columbia	40,239		—		—		40,239
Bridgeland	74,849		—		54,065		20,784
Summerlin	78,666		—		28,001		50,665
Ward Village (c)	1,042,985		257,159		695,630		90,196
Total Strategic Developments	1,236,739		257,159		777,696		201,884
Total	$	1,387,943	$	257,159	$	864,980	$	265,804

(a)Refer to Note 7 - Mortgages, Notes and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for additional information on debt.

(b)Negative balances relate to costs paid by HHC but not yet reimbursed by lenders. We expect to receive funds from our lenders for these costs in the future.

(c)Estimated remaining to be spent includes amounts for Waiea warranty repairs. However, we anticipate recovering a substantial amount of these costs in the future, which is not reflected in this schedule.

Contractual Cash Obligations and Commitments The following table aggregates our contractual cash obligations and commitments as of December 31, 2022:

thousands	2023		2024		2025		2026		2027		Thereafter		Total
Mortgages, notes and loans payable	$	166,062	$	62,150	$	386,314	$	556,475	$	298,458	$	3,332,729	$	4,802,188
Interest Payments (a)	261,983		242,078		221,851		194,918		155,947		389,564		1,466,341
Ground lease commitments (b)	2,791		2,847		2,905		2,965		3,026		240,574		255,108
Total	$	430,836	$	307,075	$	611,070	$	754,358	$	457,431	$	3,962,867	$	6,523,637

(a)Interest is based on the borrowings that are presently outstanding and current floating interest rates.

(b)Primarily relates to a $247.4 million Seaport ground lease which has an initial expiration date of December 31, 2072, and is subject to extension options through December 31, 2120. Future cash payments are not inclusive of extension options. The remaining $7.7 million in ground lease commitments relates to Kewalo Basin Harbor.

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 $5.6 million for the year ended December 31, 2022, and $7.2 million for the year ended December 31, 2021. The amortization of above- and below-market ground leases and straight-line rents included in the contractual rent amount were not significant.

Debt As of December 31, 2022, the Company had $4.7 billion of outstanding debt, $934.1 million of undrawn lender commitment available to be drawn for property development, subject to certain restrictions, and $200 million of available capacity on the Secured Bridgeland Notes. Refer to Note 7 - Mortgages, Notes and Loans Payable, Net in our Consolidated Financial Statements for additional detail.

HHC 2022 FORM 10-K | 59

MANAGEMENT’S DISCUSSION AND ANALYSISLIQUIDITY AND CAPITAL RESOURCES Table of ContentsIndex to Financial Statements

Debt Compliance As of December 31, 2022, the Company was in compliance with all debt covenants with the exception of the debt service coverage ratios for three property-level debt instruments. As a result, the excess net cash flow after debt service from the underlying properties became restricted. While the restricted cash could not be used for general corporate purposes, it could be used to fund operations of the underlying assets and did not have a material impact on the Company’s liquidity or its ability to operate these assets.

Net Debt The following table summarizes our net debt on a segment basis as of December 31, 2022. Net debt is defined as Mortgages, notes and loans payable, net, including our ownership share of debt of our unconsolidated ventures, 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.

thousands	OperatingAssets		MasterPlannedCommunities		Seaport		StrategicDevelopments		SegmentTotals		Non-SegmentAmounts		December 31, 2022
Mortgages, notes and loans payable, net	$	2,213,179	$	329,297	$	99,762	$	78,682	$	2,720,920	$	2,026,263	$	4,747,183
Mortgages, notes and loans payable of unconsolidated ventures	90,380		34,680		107		—		125,167		—		125,167
Less:
Cash and cash equivalents	(143,197)		(148,184)		(11,928)		(559)		(303,868)		(322,785)		(626,653)
Cash and cash equivalents of unconsolidated ventures	(2,053)		(25,060)		(8,860)		(3,883)		(39,856)		—		(39,856)
Special Improvement District receivables	—		(64,091)		—		—		(64,091)		—		(64,091)
Municipal Utility District receivables, net	—		(473,068)		—		—		(473,068)		—		(473,068)
TIF receivable	—		—		—		(1,893)		(1,893)		—		(1,893)
Net Debt	$	2,158,309	$	(346,426)	$	79,081	$	72,347	$	1,963,311	$	1,703,478	$	3,666,789

Unconsolidated Ventures We have interests in certain unconsolidated ventures which, as of December 31, 2022, have mortgage financing totaling $249.9 million, with our proportionate share of this debt totaling $125.2 million. All of this indebtedness is without recourse to the Company, with the exception of the collateral maintenance obligation for Floreo. See Note 10 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for additional information related to the Company’s collateral maintenance obligation. The following table summarizes our share of affiliate debt and cash as of December 31, 2022:

thousands	Company’s Share of Unconsolidated Ventures’ Debt		Company’s Share of Unconsolidated Ventures’ Cash
Operating Assets
The Metropolitan Downtown Columbia	$	40,200	$	499
Stewart Title of Montgomery County, TX	—		881
Woodlands Sarofim #1	975		150
m.flats/TEN.M	49,205		523
Master Planned Communities
The Summit	9,281		13,523
Floreo	25,399		11,537
Seaport
The Lawn Club	—		1,843
Tin Building by Jean-Georges	—		1,492
Jean-George Restaurants	107		5,314
Ssäm Bar (formerly Bar Wayō)	—		211
Strategic Developments
HHMK Development	—		10
KR Holdings	—		485
West End Alexandria	—		3,388
Total	$	125,167	$	39,856

HHC 2022 FORM 10-K | 60

MANAGEMENT’S DISCUSSION AND ANALYSISLIQUIDITY AND CAPITAL RESOURCES Table of ContentsIndex to Financial Statements

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with GAAP requires management to make informed judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

We believe that of our significant accounting policies, which are described in Note 1 - Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K, the accounting policies below involve a greater degree of judgment and complexity. Accordingly, we believe these are the most critical to understand and evaluate fully our financial condition and results of operations.

Impairments

Methodology We review our long-lived assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Although the carrying amount may exceed the estimated fair value of certain properties, 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 and the carrying amount of the asset is reduced. 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.

Judgments and uncertainties An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. 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, selling costs, and estimated holding periods for the applicable assets. As such, the evaluation of anticipated cash flows is highly subjective and is based in part on assumptions that could differ materially from actual results in future periods. Unfavorable changes in any of the primary assumptions could result in a reduction of anticipated future cash flows and could indicate property impairment. Uncertainties related to the primary assumptions could affect the timing of an impairment. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

Master Planned Communities Cost of Sales

Methodology When residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold. When 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.

Judgments and uncertainties MPC cost of sales estimates are highly judgmental as they are sensitive to cost escalation, sales price escalation and pace of absorption, which are subject to judgment and affected by expectations about future market or economic conditions. Changes in the assumptions used to estimate future development costs could result in a significant impact on the amounts recorded as cost of sales.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

Please refer to Note 1 - Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for additional information about new accounting pronouncements.

HHC 2022 FORM 10-K | 61


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 as increases in interest rates would cause our payments under such financings to increase. With respect to fixed-rate financings, increases in interest rates could make it more difficult to refinance such debt when it becomes due. As properties are placed into service and become stabilized, we typically refinance the variable-rate debt with long-term fixed-rate debt.

The Company uses derivative instruments to manage its interest rate risk, primarily through the use of interest rate swaps, caps, and ~~interest rate caps~~collars. The Company had $1.28 billion of variable-rate debt outstanding at December 31, ~~2022~~2023, of which $~~871~~250.07 million was swapped to a fixed rate through the use of interest rate swaps and $~~320~~422.6 2 million had interest rate cap contracts in place. Additionally, the interest rate caps and collars are on construction loans and mortgages with undrawn loan commitment of $~~384~~31.19 million as of December 31, ~~2022~~2023, which will be covered by the interest rate cap and collar contracts upon drawing. Refer to Note 9 - Derivative Instruments and Hedging Activities in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for additional detail.

As ~~the Company has interest rate swaps and interest rate caps in place, the exposure to increases in floating interest rates is immaterial as~~ of December 31, ~~2022. However~~2023, anannual interest ~~rate~~costs ~~swap~~would ~~with~~increase aapproximately ~~notional amount of~~ $~~615~~10.08 million ~~and~~for ~~interest~~every ~~rate caps with notional amounts totaling $368~~1.~~2 million~~00% ~~will~~increase ~~expire~~ in ~~the~~floating ~~third quarter of 2023. These derivatives limit the Company’s~~ interest ~~rate exposure on $650.7 million of outstanding variable-rate debt at December 31, 2022. The Company is focused on prudently limiting exposure to potentially higher interest~~ rates ~~based upon market dynamics and general expected financing activity~~. 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 would be less than the total change ~~in interest costs~~, but we would incur higher cash payments and the development costs of our assets would be higher, resulting in greater depreciation or cost of sales in later years.

~~For~~The ~~additional~~following ~~information~~table ~~concerning~~summarizes ~~our~~principal ~~debt~~cash ~~and~~flows ~~management’s~~on ~~estimation process to arrive at a fair value of~~ our debt asobligations ~~required by GAAP, please refer to the Liquidity~~ and ~~Capital~~related ~~Resources~~weighted-average ~~section~~interest ofrates ~~Item~~by ~~7. Management's~~expected ~~Discussion~~maturity ~~and~~dates ~~Analysis~~as of ~~Financial~~December ~~Condition and Results of Operations~~31, ~~Note 7 - Mortgages, Notes and Loans Payable, Net and Note 9 - Derivative Instruments and Hedging Activities in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.~~2023:

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, 2022:


	Contractual Maturity Date
thousands	2024			2025			2026			2027			2028			Thereafter			Total
Mortgages, notes, and loans payable	$	214,526		$	527,478		$	968,964		$	298,601		$	835,522		$	2,507,519		$	5,352,610
Weighted-average interest rate	5.64		%	5.08		%	4.84		%	4.59		%	4.45		%	4.20		%

	Contractual Maturity Date
thousands	2023			2024			2025			2026			2027			Thereafter			Total
Mortgages, notes and loans payable	$	166,062		$	62,150		$	386,314		$	556,475		$	298,458		$	3,332,729		$	4,802,188
Weighted-average interest rate	5.47		%	5.22		%	5.02		%	4.88		%	4.59		%	4.45		%

HHC 2023 FORM 10-K | 47

HHC 2022 FORM 10-K | 62


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
Management’s Report on Internal Control over Financial Reporting			6449
Report of Independent Registered Public Accounting Firm (PCAOB ID : 185)			6550
Report of Independent Registered Public Accounting Firm (PCAOB ID : 42)			6753
Consolidated Balance Sheets as of December 31, 2022 and 2021			68
Consolidated Balance Sheets as of December 31, 2023 and 2022			54
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020			69
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021			55
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020			70
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021			56
Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020			71
Consolidated Statements of Equity for the years ended December 31, 2023, 2022, and 2021			57
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020			72
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021			58
Notes to Consolidated Financial Statements			7460
Note 1. Summary of Significant Accounting Policies			74
Note 1. Presentation of Financial Statements and Significant Accounting Policies			60
Note 2. Investments in Unconsolidated Ventures			8370
Note 3. Acquisitions and Dispositions			8774
Note 4. Impairment			8975
Note 5. Other Assets and Liabilities			9177
Note 6. Intangibles			9277
Note 7. Mortgages, Notes and Loans Payable, Net			93
Note 7. Mortgages, Notes, and Loans Payable, Net			78
Note 8. Fair Value			9580
Note 9. Derivative Instruments and Hedging Activities			9782
Note 10. Commitments and Contingencies			9884
Note 11. Stock-Based Compensation Plans			~~100~~86
Note 12. Income Taxes			~~102~~88
Note 13. Warrants			104
Note 13. Accumulated Other Comprehensive Income (Loss)			90
Note 14. Accumulated Other Comprehensive Income (Loss)			104
Note 14. Common Stock and Equity			90
Note 15. Earnings Per Share			105
Note 15. Revenues			91
Note 16. Revenues			106
Note 16. Leases			92
Note 17. Leases			107
Note 17. Segments			94
Note 18. Segments			109
Schedule III – Real Estate and Accumulated Depreciation			96
Schedule III – Real Estate and Accumulated Depreciation			111

HHC ~~2022~~2023 FORM 10-K | 6348


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

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, ~~2022~~2023.

KPMG LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, ~~2022~~2023, as stated in their report which is included in this Annual Report on Form 10-K.

HHC ~~2022~~2023 FORM 10-K | 6449


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

Report of Independent Registered Public Accounting Firm

To ~~the~~Those ~~Stockholders~~Charged ~~and~~with ~~the~~Governance ~~Board of Directors of~~

The Howard Hughes Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance ~~sheet~~sheets of The Howard Hughes Corporation (the Company) as of December 31, ~~2022,~~2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for the ~~year~~years ~~ended~~then ~~December 31~~ended, ~~2022,~~ and the related notes and financial statement schedule ~~listed~~III ~~in the Index at Item 15~~(~~a) (~~collectively, ~~referred to as~~ the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2022~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the ~~year~~years ~~ended~~then ~~December 31~~ended, ~~2022,~~ in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2022~~2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, 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 Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our ~~audit~~audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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.

HHC ~~2022~~2023 FORM 10-K | 6550


FINANCIAL STATEMENTS			Table of Contents Index to 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.

Critical Audit ~~Matter~~Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current period audit of the consolidated financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) ~~relates~~relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit ~~matter~~matters 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~~matters below, providing a separate ~~opinion~~opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey ~~relates~~relate.

Master Planned Communities (MPC) cost of sales estimates

As discussed in Note 1 ofto 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 future development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale. MPC cost of sales estimates are highly judgmental as they are sensitive to cost escalation and sales price escalation, which are subject to judgment and affected by expectations about future market or economic conditions. The Company recognized MPC cost of sales of $~~119~~140.51 million for the year ended December 31, ~~2022~~2023.

We identified the evaluation of estimated future development costs and revenues that drive the MPC cost of sales estimates as a critical audit matter. Subjective auditor judgment and the involvement of valuation professionals with specialized skills and knowledge were required to evaluate the cost escalation and sales price escalation assumptions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the process to estimate MPC cost of sales. This included controls related to management’s monitoring and review of ~~key~~the assumptions noted above. We tested the ~~key~~ assumptions related to ~~estimated~~ cost escalation and sales price escalation by:

•agreeing the current year estimates for revenues and ~~cost~~costs to actual results, where applicable

•comparing the Company’s historical cost escalation and sales price escalation estimates to actual results to assess the Company’s ability to accurately estimate these amounts

•performing site visits for certain MPC developments to compare the overall status of the developments to what is reflected within the ~~development~~MPC cost ~~models~~of sales estimates.

In addition, we involved valuation specialists with specialized skills and knowledge, who assisted in evaluating ~~assumed~~the cost escalation and sales price escalation assumptions by:

•comparing expected price per acre for each ~~product~~property type available for sale to applicable market data

•comparing the cost and sales price escalation rates throughout the duration of the development to available market data.

Impairment of the Seaport Segment

As discussed in Note 4 to the consolidated 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. During the third quarter of 2023, the Company recorded a $709.5 million impairment charge related to the Seaport segment. The impairment charges consisted of $672.5 million related to net investment in real estate and $37.0 million related to investments in unconsolidated ventures. These charges represent the amounts by which the carrying value of the assets exceeded the estimated fair value.

We identified the assessment of the fair value of the net investment in real estate and investments in unconsolidated ventures as a critical audit matter. Subjective auditor judgment and specialized skills and knowledge were required to evaluate 1) certain components of future cash flows, specifically, the projected revenue growth rate and projected operating expense ratio, 2) capitalization rates, and 3) discount rates used to determine the fair value of these assets for which there was limited observable market information.

HHC 2023 FORM 10-K | 51


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s assessment of the fair value of the net investment in real estate and investments in unconsolidated ventures. This included controls related to the future cash flows, capitalization rates, and discount rates. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s:

•projected revenue growth rate by comparing it to rates that were independently developed using publicly available third-party market data for comparable entities

•projected operating expense ratio by comparing it to 1) market data that was independently developed using publicly available third-party market data for comparable entities and 2) historical operating expense

•determination of capitalization rates by comparing them against capitalization rates that were independently developed using publicly available third-party market data for comparable entities

•determination of discount rates by comparing them against discount rates that were independently developed using publicly available third-party market data for comparable entities.

/s/KPMG LLP

We have served as the Company’s auditor since 2022.

Dallas, Texas

February 27, ~~2023~~2024

HHC ~~2022~~2023 FORM 10-K | 6652


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

Report of Independent Registered Public Accounting Firm

To ~~the~~Those ~~Stockholders~~Charged ~~and~~with ~~the Board of Directors of~~ Governance

The Howard Hughes Corporation:

Opinion on the Financial Statements

We have audited the accompanying consolidated ~~balance sheet of The Howard Hughes Corporation (the Company) as of December 31, 2021, the related consolidated~~ statements of operations, comprehensive income (loss), equity and cash flows ~~for~~of ~~each~~The ofHoward ~~the~~Hughes ~~two~~Corporation ~~years~~(the inCompany) for the ~~period~~year ended December 31, 2021, 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, 2021, and the~~ results of its operations and its cash flows for ~~each of~~ the ~~two~~year ~~years in the period~~ ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

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~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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~~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 the financial statements are free of material misstatement, whether due to error or fraud. Our ~~audits~~audit 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~~audit 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~~audit ~~provide~~provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2013 to 2021.

Houston, Texas

February 28, 2022

HHC ~~2022~~2023 FORM 10-K | 6753


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

THE HOWARD HUGHES CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,
thousands except par values and share amounts	~~2022~~2023		~~2021~~2022
ASSETS
Master Planned Communities assets	$	2,~~411~~445,~~526~~673	$	2,~~282~~411,~~768~~526
Buildings and equipment	4,~~246~~177,~~389~~677		34,~~962~~246,~~441~~389
Less: accumulated depreciation	(~~867~~1,~~700~~032,226)		(~~743~~867,~~311~~700)
Land	~~312~~303,~~230~~685		~~322~~312,~~439~~230
Developments	1,~~125~~272,~~027~~445		1,~~208~~125,~~907~~027
Net investment in real estate	7,~~227~~167,~~472~~254		7,~~033~~227,~~244~~472
Investments in unconsolidated ventures	~~246~~220,~~171~~258		~~369~~246,~~949~~171
Net investment in lease receivable	2,895		2,913
Cash and cash equivalents	631,548		626,653
Cash and cash equivalents	626,653		843,212
Restricted cash	421,509		472,284
Restricted cash	472,284		373,425
Accounts receivable, net	115,045		103,437
Accounts receivable, net	103,437		86,388
Municipal Utility District receivables, net	550,884		473,068
Municipal Utility District receivables, net	473,068		387,199
Deferred expenses, net	142,561		128,865
Notes receivable, net	3,339		7,561
Operating lease right-of-use assets	44,897		46,926
Deferred expenses, net	128,865		119,825
Other assets, net	281,656		278,587
Operating lease right-of-use assets, net	46,926		57,022
Total assets	$	9,575,612	$	9,603,463
Prepaid expenses and other assets, net	272,353		300,956
Total assets	$	9,603,463	$	9,581,694
LIABILITIES
Mortgages, notes and loans payable, net	$	4,747,183	$	4,591,157
Mortgages, notes, and loans payable, net	$	5,302,620	$	4,747,183
Operating lease obligations	51,~~321~~584		6951,~~363~~321
Deferred tax liabilities, net	~~254~~88,~~336~~065		~~204~~254,~~837~~336
Accounts payable and accrued expenses	944,511		983,167
Accounts payable and other liabilities	1,074,746		944,511
Total liabilities	56,~~997~~517,~~351~~015		5,~~848~~997,~~524~~351
Commitments and Contingencies (see Note 10)
Redeemable noncontrolling interest	—		22,500
EQUITY
Preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued	—		—
Preferred stock: no shares authorized or issued as of December 31, 2023; $0.01 par value; 50,000,000 shares authorized, and none issued as of December 31, 2022	—		—
Common stock: $0.01 par value; 150,000,000 shares authorized, 56,226,273 issued and 49,801,997 outstanding as of December 31, 2022, and 56,173,276 shares issued and 54,065,661 outstanding as of December 31, 2021	564		563
Common stock: 10 shares authorized, issued, and outstanding as of December 31, 2023; $0.01 par value; 150,000,000 shares authorized, 56,226,273 shares issued, and 49,801,997 outstanding as of December 31, 2022	—		564
Additional paid-in capital	3,~~972~~374,~~561~~284		3,~~960~~972,~~418~~561

Filing Compare · Howard Hughes Corp