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| Part I | | | | 5 |
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| Item 1. | | Business | | 5 |
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| Item 1A. | | Risk Factors | | 16 |
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| Item 1B. | | Unresolved Staff Comments | | 47 |
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| Item 1C. | | Cybersecurity | | 47 |
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| Item 2. | | Properties | | 48 |
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| Item 3. | | Legal Proceedings | | 48 |
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| Item 4. | | Mine Safety Disclosure | | 48 |
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| Part II | | | | 49 |
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| Item 5. | | Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities | | 49 |
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| Item 6. | | [Reserved] | | 50 |
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| Item 7. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 50 |
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| Item 7A. | | Quantitative and Qualitative Disclosures about Market Risk | | 71 |
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| Item 8. | | Financial Statements and Supplementary Data | | 72 |
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| Item 9. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 115 |
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| Item 9A. | | Controls and Procedures | | 115 |
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| Item 9B. | | Other Information | | 115 |
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| Item 9C. | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 116 |
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| Part III | | | | 116 |
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| Item 10 | | Directors, Executive Officers and Corporate Governance | | 116 |
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| Item 11 | | Executive Compensation | | 116 |
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| Item 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 116 |
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| Item 13. | | Certain Relationships and Related Transactions, and Director Independence | | 116 |
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| Item 14. | | Principal Accounting Fees and Services | | 116 |
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| Part IV | | | | 117 |
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| Item 15 | | Exhibits and Financial Statement Schedules | | 117 |
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| Exhibit Index | | 117 | |
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| Signatures | | 122 | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Annual Report on Form 10-K (“Annual Report”), including, without limitation, those related to our future operations, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Annual Report are forward-looking statements and may include words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “would” or the negative of these terms or other similar expressions and other statements of similar expression. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Annual Report.
Forward-looking statements include statements related to:
| ● | forecasts of our future economic performance; |
| ● | our ability to operate as a stand-alone public company following our separation (the “separation”) from Howard Hughes Holdings Inc. (“HHH”); |
| ● | our ability to achieve the intended benefits from our separation from HHH; |
| ● | expected capital required for our operations and development opportunities for our properties; |
| ● | the impact of technology on our operations and business; |
| ● | expected performance of our business; |
| ● | expected commencement and completion for property developments; |
| ● | estimates of our future liquidity, development opportunities, development spending and management plans; and |
| ● | descriptions of assumptions underlying or relating to any of the foregoing. |
Some of the risks, uncertainties and other important factors that may affect future results or cause actual results to differ materially from those expressed or implied by forward-looking statements include:
| ● | risks related to our separation from, and relationship with, HHH; |
| ● | macroeconomic conditions, such as volatility in the capital markets, inflation, rising interest rates and a prolonged recession or downturn in the national economy, any of which could impact us, our tenants or consumers; |
| ● | changes in discretionary consumer spending patterns or consumer tastes or preferences; |
| ● | risks associated with our investments in real estate assets and trends in the real estate industry; |
| ● | our ability to obtain operating and development capital on favorable terms, or at all, including our ability to obtain or refinance debt capital, particularly considering our business operations require substantial cash; |
| ● | the availability of debt and equity capital; |
| ● | our ability to renew our leases or re-lease available space; |
| ● | our ability to compete effectively; |
| ● | our ability to successfully identify, acquire, develop and manage properties on terms that are favorable to us; |
| ● | the impact of uncertainty around, and disruptions to, our supply chain, including labor shortages and shipping delays; |
| ● | risks related to the concentration of our properties in New York City and the Las Vegas area, including fluctuations in the regional and local economies and local real estate conditions; |
| ● | extreme weather conditions or climate change, including natural disasters, that may cause property damage or interrupt business; |
| ● | the impact of water and electricity shortages on our business; |
| ● | the contamination of our properties by hazardous or toxic substances; |
| ● | catastrophic events or geopolitical conditions, such as the COVID-19 pandemic and other public health crises, that may disrupt our business; |
| ● | actual or threatened terrorist activity and other acts of violence, or the perception of a heightened threat of such events; |
| ● | losses that are not insured or that exceed the applicable insurance limits; |
| ● | risks related to disruption or failure of information technology networks and related systems—both ours and those operated and managed by third parties—including data breaches and other cybersecurity attacks; |
| ● | our ability to attract and retain key personnel; |
| ● | 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, including joint venture partners; |
| ● | the significant concentration of ownership of our common stock by Pershing Square (as defined herein) and Pershing Square’s rights pursuant to the investor rights agreement we entered into with it on October 17, 2024 (the “Investor Rights Agreement”) and our amended and restated certificate of incorporation (the “Certificate of Incorporation”) may influence us; and |
| ● | other risks and uncertainties described herein. |
Although we presently believe that the plans, expectations and anticipated results expressed in or suggested by the forward-looking statements contained in this Annual Report are reasonable, all forward-looking statements are inherently subjective, uncertain and subject to change, as they involve substantial risks and uncertainties, including those beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. The forward-looking statements in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law.
