Howard Hughes Holdings Inc

LIQUIDITY AND CAPITAL RESOURCES

We continue to maintain a strong balance sheet and endeavor to ensure that we maintain the financial flexibility and liquidity necessary to fund future growth. In 2024, we drew $301.7 million on existing mortgage loans, entered into new borrowings of $45.0 million (excluding undrawn amounts on new construction loans), refinanced $130.0 million of existing indebtedness, and made repayments on mortgage loans of $10.7 million. In addition, we repaid $192.0 million on the Secured Bridgeland Notes using the proceeds from the sale of MUD receivables. In the fourth quarter of 2024, we expanded the borrowing capacity of these notes from $475.0 million to $600.0 million and extended the maturity to 2029. As of September 30, 2024, we have $1.5 billion of undrawn lender commitments available to be drawn for property development, subject to certain restrictions.

Cash Flows

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 2024. Operating cash continued to be utilized in 2024 to fund ongoing development expenditures in our Strategic Developments 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 of continuing operations was $111.0 million in the nine months ended September 30, 2024, and net cash used in operating activities of continuing operations was $339.8 million in the nine months ended September 30, 2023. The change in operating activities of $450.8 million was primarily due to an increase of approximately $195.0 million in cash provided by MPC operations, primarily related to increased MPC land sales; an increase of $176.7 million related to proceeds from the sale of MUD receivables in 2024; an increase of $90.0 million related to insurance proceeds received in 2024 for settlement of theconstruction defect claims at Waiea; and an increase of $39.2 million in net cash provided related to the return of lender holdback deposits in the current year, compared to the payment of lender holdback deposits in the prior year. These changes were partially offset by a $58.5 million increase in interest payments, a $28.8 million million increase in MPC development expenditures, and a $13.4 million increase in cash used for condominium towers.

Investing Activities Net cash used in investing activities of continuing operations was $376.5 million in the nine months ended September 30, 2024, and $246.3 million in the nine months ended September 30, 2023. The $130.2 million increase in net cash used in investing activities was primarily due to a $99.3 million increase in net parent investment in discontinued operations; a $14.1 million decrease in proceeds from asset sales, primarily related to the sale of Creekside Park Medical Plaza in 2024, compared the sale of two self-storage properties in The Woodlands, and certain properties in Ward Village in 2023; and a $12.6 million increase in cash used for acquisition, primarily related to the acquisition of Waterway Plaza II in 2024, compared to the acquisition of Grogan’s Mill Village Center in 2023.

Financing Activities Net cash provided by financing activities of continuing operations was $177.1 million in the nine months ended September 30, 2024, and $438.5 million in the nine months ended September 30, 2023. The $261.4 million decrease in cash provided by financing activities was primarily due to a $313.3 million increase in cash used related to principal payments on mortgages, notes, and loans payable, partially offset by a $32.4 million increase in proceeds from mortgages, notes, and loans payable.

Short- and Long-Term Liquidity

Short-Term Liquidity In the next 12 months, we expect our primary sources of cash to include cash flow from MPC land sales and condominium closings, 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, other strategic developments costs, and general operating 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 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.

Contractual Cash Obligations and Commitments The following table aggregates our contractual cash obligations and commitments as of September 30, 2024:

(a)We expect $304.3 million due in 2024 to be repaid with Victoria Place condo closings.

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

Debt As of September 30, 2024, the Company had $5.3 billion of outstanding debt and $1.5 billion of undrawn lender commitment available to be drawn for property development, subject to certain restrictions. Refer to Note 7 -Mortgages, Notes, and Loans Payable, Net in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Form 10-Q for additional detail. Our proportionate share of the debt of our unconsolidated ventures totaled $162.4 million as of September 30, 2024, and 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 Condensed Consolidated Financial Statements under Item 1 of this Form 10-Q for additional information related to the Company’s collateral maintenance obligation.

Debt Compliance As of September 30, 2024, the Company was in compliance with all property-level debt covenants with the exception of five 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 September 30, 2024. 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.