Thank you for standing by. Welcome to the Howard Hughes Management's First Quarter 2025 Earnings Conference Call. As a reminder, today's program is being recorded. And now I'd like to introduce your host for today's program, Eric Holcomb, Senior Vice-President of Investor Relations. Please go ahead, sir. Good morning, and welcome to Howard Hughes Holdings' first quarter 2025 earnings call. With me today are Bill Ackman, Executive Chairman; David O'Reilly, Chief Executive Officer; Jay Cross, President; Carlos Olea, Chief Financial Officer; Dave Striph, President of Asset Management and Operations; Joe Valane, General Counsel; and Ryan Israel, Chief Investment Officer. Before we begin, I would like to direct you to our website, howardhughes.com, where you can download both our first-quarter earnings press release and our supplemental package. The earnings release and supplemental package include reconciliations of non-GAAP financial measures that will be discussed today in relation to their most directly comparable GAAP financial measures. Certain statements made today that are not in the present tense or that discuss the company's expectations are forward-looking statements within the meaning of the federal securities laws. Although the company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that these expectations will be achieved. Please see the forward-looking statement disclaimer in our first quarter earnings press release and the risk factors in our SEC filings for factors that could cause material differences between forward-looking statements and actual results. We are not under any duty to update forward-looking statements unless required by law. I will now turn the call over to our CEO, David O'Reilly.

Thank you, Eric, and good morning. On our call today, I'm going to begin with a recap of the first quarter and cover the segment highlights from our Master Planned Communities; Dave Striph will cover the operating assets; Jay Cross will provide an update on our strategic developments; Carlos Olea will review our guidance and balance sheet; and then finally, we're going to have Bill Ackman and Ryan Israel join us to discuss the recent transaction and the future strategic direction for the company, before we open up the lines for Q&A. Jumping into our results, we experienced continued strong momentum across our segments in the first quarter, delivering adjusted operating cash flow of $63 million or $1.27 per diluted share. In our MPCs, homebuilder demand for residential land remained robust, leading to sequential and year-over-year growth of land sales, acres sold, price per acre, and EBT. With this strong start to the year and significant land sales expected in the second and third quarters, we have strong confidence in our full-year EBT guidance of $375 million. Our operating assets delivered $72 million of NOI, representing a new quarterly record with impressive 9% year-over-year growth. In strategic developments, demand for our condominiums remains solid. Our condo pipeline now represents $2.7 billion of future revenue that will be earned between 2025 and 2028. From a financing perspective, we closed on several important financings that increased liquidity and extended our maturities, which Carlos will detail later. Looking deeper into our results of the MPC segment, we delivered solid MPC EBT of $63 million in the first quarter, representing an increase of $39 million or 161% year-over-year. This growth was underscored by a $39 million increase in land sales, which was primarily driven by two superpad sales totaling 29 acres in Summerlin for more than $1.5 million per acre. Land sales in Texas were also strong, with 41 residential acres sold in Bridgeland and Woodland Hills, that is, up 31% year-over-year. Overall, we achieved an impressive average price per acre of $991,000 during the first quarter, reflecting both sequential and year-over-year improvements. MPC EBT growth was also favorably impacted by an $11 million increase in equity earnings, primarily related to improved results from our Summit joint venture. At our Floreo joint venture in Arizona, we sold another 11 acres of residential land for $793,000 an acre in the quarter. Lot and infrastructure development in Floreo remains on track, and we expect homebuilders will start construction on model homes this summer. Turning to new home sales, we continue to see solid demand across our MPCs with a total of 543 homes sold in the first quarter. Although this represented a decline compared to last year's outsized first quarter, which saw the highest quarterly results in three years after mortgage rates began to subside, it did represent a sequential improvement. In fact, new home sales outpaced both the third and fourth quarters of 2024 by 11% and 6%, respectively, providing a strong indicator of underlying demand and increased confidence in our land sale projections for the year. Sequentially, our most notable gains were in Bridgeland and Summerlin, which saw home sales growth of 12% and 9%, respectively, in the first quarter. During a quarter when the national housing market showed some signs of softening, our home sales are a testament to the resilience of our MPCs and the exceptional quality of life they provide their residents. Overall, with solid demand for new homes in all of our communities, as well as continued undersupply of vacant developed lots, we expect homebuilder demand for incremental acreage will remain elevated. This will ultimately drive what we expect will be record residential land sales, price per acre, and MPC EBT for the full year 2025. With that, I'm going to turn the call over to Dave Striph for a review of our operating assets.

Thank you, David. In our operating assets segment, we started the year in a position of strength, delivering NOI of $72 million, including the contribution from unconsolidated ventures. This represented a new quarterly record and a 9% improvement compared to the prior year, driven primarily by enhanced performance in our office and multifamily portfolios. Starting in office, we reported NOI of $33 million or an 8% year-over-year increase. This growth was primarily the result of improved occupancy and strong lease-up activity in the Woodlands and Summerlin, most notably at 99.50 Woodloch Forest and 1,700 Pavilion, which ended the quarter 99% leased and 92% leased, respectively. Our multifamily portfolio also performed well in the quarter, delivering NOI of $16 million or a 14% year-over-year increase, primarily driven by strong lease-up at our unstabilized assets and improved overall leasing at our stabilized properties, which ended the quarter at 96% leased. In our retail portfolio, NOI was $14 million, which reflected a 2% decrease compared to the prior year. This modest reduction was primarily due to some tenant reserves in Ward Village, partially offset by improvement at Marlow and Juniper's ground floor retail in Downtown Columbia, as well as at Landing at the Woodlands. In Downtown Summerlin, we continue to make progress on our tenant upgrades and recently signed new leases with several future tenants, including Garage, Alo, and BYLT Basics. At quarter-end, we had only five retail spaces available, most of which are currently in negotiations, representing about 17,000 square feet. With that, I will now turn the call over to our President, Jay Cross, for an update on our strategic developments.

Thanks, Dave, and good morning, everyone. In the first quarter, condo pre-sales were solid with 27 units contracted, representing incremental future revenue of approximately $51 million. Nearly all of these pre-sales were at our 11th condo below new project in Ward Village, bringing this tower to 64% pre-sold. With such strong pre-sales, we expect to start construction later this year with an anticipated delivery in 2028. At our other condo towers under construction, we are on track to deliver Ylana, a workforce housing development that is completely sold out in the 4th quarter of this year. The Parkward Village, which is our next market-rate tower, was topped off during the quarter and remains on schedule for delivery in 2026. This tower is 97% pre-sold with only 17 units remaining to contract. At Gly, which is already impressively 93% pre-sold, we've made considerable progress with construction and continue to expect completion in 2027. And in Texas, construction on the Ritz-Carlton residences, the Woodlands is advancing nicely with topping off anticipated later this year and completion in 2027. At quarter-end, this luxury development remained 70% pre-sold. We have continued to hold the majority of the remaining units off the market to capture incremental value closer to the project's completion. As we discussed in our last earnings call, the Governor of Hawaii approved amendments to local development rules in January, which we believe will provide the potential for an additional 2.5 million to 3.5 million square feet of residential entitlements. We are currently reviewing how this will impact Ward Village's master plan, but expect these entitlements will enable the construction of additional condo towers in areas of the community that have not yet been redeveloped. We will share more about our plans as information becomes available in the coming quarters. Shifting to our commercial construction projects, currently, we have three projects underway in Texas, which will generate approximately $12.5 million of incremental NOI to our operating asset segment upon stabilization. These projects, which include the 1 Riva Row multifamily and Grogan's Mill retail redevelopment projects in the Woodlands and the One Bridgeland Green mass timber office in Bridgeland are all on budget and on schedule with completion expected this year. I would now like to hand the call over to our CFO, Carlos Olea, who will review our guidance and the balance sheet.

Thank you, Jay, and good morning, everyone. With the strong momentum that we experienced across our segments during the first quarter, we remain confident in our ability to deliver our 2025 guidance as issued on our last earnings call. Looking briefly into each segment, in MPCs, we continue to project robust EBT of $375 million at the midpoint, led by record residential land sales and price per acre. This represents a 5% to 10% year-over-year increase compared to last year's record performance and would constitute a new all-time high for us. In operating assets, we continue to project full-year NOI between $257 million and $267 million, or a range of flat-to-up 4% compared to 2024. At the midpoint of approximately $262 million, this would also represent a new full-year record. Condo sales revenues are projected to be approximately $375 million in 2025 and driven entirely by the closing of units at Ulana, which is sold out and expected to be completed in the fourth quarter because Ulana is a workforce housing tower; we do not expect to earn any condo gross profit from this project. The Park Ward Village, our next market-rate condo development that will deliver in 2026, has nearly sold out with contracted revenues just under $700 million. And finally, we continue to expect cash G&A to range between $76 million and $86 million or a midpoint of $81 million, excluding approximately $9 million of anticipated non-cash stock compensation. Overall, we project our adjusted operating cash flow will range between $325 million and $375 million in 2025, with a midpoint of approximately $350 million or approximately $7 per share. At the end of the first quarter, we had $494 million of cash and $317 million of available lender commitments that can be drawn on for any development project or any corporate use. Combined, we had over $800 million of available liquidity, leaving us well-positioned to allocate capital to our current projects and weather today's economic environment. At the end of March, the remaining equity contribution needed to fund our current projects, which will not all be spent in 2025, was approximately $251 million. From a debt perspective, we closed on a $200 million upsize in a two-year extension to the non-consolidated credit facility for Floreo in Teravalis. We also executed a $20 million construction loan for our new build-to-suit medical office building in Bridgeland, which we expect will commence construction in the second quarter of this year. Overall, we had $5.2 billion of debt outstanding at the end of the quarter, with $425 million of maturities in 2025. Subsequent to quarter-end, we made meaningful progress with these maturities, extending the loan on our Marlow multifamily project to 2027, and with this extension completed, our remaining maturities for this year are now $350 million and primarily consist of 6,100 Merriweather, 1,700 Pavilion, Tanager Echo, and Wingspan. We expect all of this will be successfully refinanced during this year, with advanced discussions already underway. And finally, just this week, we closed on a second sale of MUD receivables in Bridgeland, generating cash proceeds of approximately $180 million. We expect to use these proceeds to pay down the Bridgeland notes, providing significant additional liquidity and optionality for the company going forward.

Thank you, Carlos. I thought it actually would be useful just to rewind the tape a bit and talk about how we arrived at the current transaction. So we've been shareholders of Howard Hughes for 14 years. We've watched tremendous progress in the business and really, as evidenced by the most recent quarter, the focused MPC company has delivered outstanding results. What we haven't achieved as a company is creating a lot of shareholder value, and this has been a challenge for us that we've tried to address over many years. After spinning off the Seaport and really getting not much of a reaction from the market to the pure-play company, our original thinking was perhaps we have to just take the business private, and we started down a path to that end, beginning in September, looking to raise capital to take the business private, and we met with many, I would say, every potential investor that would be interested in a transaction of this scale. The reaction we got was everyone thought the business was a great business, but we could not find investors who were prepared to sign up for a very long-duration investment in the company. Every investor we spoke to wanted ultimately to receive liquidity within five years, seven years, or ten years, and that was not something we could create in the context of Howard Hughes, which is why we kind of considered other alternatives. What we finally arrived at was a transaction in which we convert Howard Hughes from a pure-play real-estate development company into a diversified holding company, and our thinking and decision to go in this direction was driven by the conclusion that in the public markets, a pure-play non-investment-grade real estate developer of Master Planned Communities is a business that the market assigns a very high cost of capital to. The market perceives this business on a long-term basis as being exposed to economic conditions, leverage non-investment grade, and ultimately shareholders want to receive or sign a return on a cost of capital that's really above what the business can achieve on a regular basis going forward. The business needs to earn a return on its capital in excess of its cost of capital to create shareholder value, and we've not been able to achieve that as a standalone pure-play company. So what we've decided to do in negotiations with the special committee was to invest $900 million of fresh capital into the company by acquiring nine million shares at $100 a share and transforming Howard Hughes into a diversified holding company. We are adding to the company, I'm returning as the Executive Chair. We're adding a new position. Ryan Israel, the CIO of Pershing, is joining the company, and the Howard Hughes team remains the same and will work with us on this objective. The Board, we have Ryan and me returning, myself returning, Ryan, and a new addition to the Board, new Independent Director, Jean Baptiste Wautier or JB, as he is called, who spent a 25 to 30-year career in private equity, most recently at BC Partners, where he was the CIO for more than a decade. The business plan is to acquire what we call durable growth companies that meet our standards for business quality and defensibility. These are businesses that earn high returns on capital that we want to prepare to own for decades and will diversify Howard Hughes' exposure to real estate and earn returns on capital higher than could be earned in a pure-play real-estate company and offer greater long-term growth. The kind of long-term plan is for Howard Hughes to become an investment-grade company and for us to build a valuable business over a long period of time. I would be delighted to answer any and all of your questions. Obviously, questions directed to management about the quarter, I'll also be happy to address questions about our business plan going forward.

Thanks, and good morning. Maybe for Bill to start here. You've been in this process for a little while now and you've talked pretty clearly about what you want to do with it. So, just wondering what you think the timeline is to see the first transactions completed, and is this something that you've got a pipeline teed up and ready to go or do you just now start to get going into the market and find deals?

Sure. So first of all, I think it might be useful to talk about what we believe our advantages are in acquiring companies. The competition today for private businesses is principally private equity, and private equity investors have a lot of capital. But there are certain things they can't offer to a seller. I had an interesting meeting with the governor of Virginia, former Co-CEO of Carlisle, and he was saying, kind of, if you will, admiring what we're trying to accomplish with Howard Hughes. He said, look, as a private equity investor, I had to tell every company I ever engaged with that by ultimately selling to us that they're kind of joining the merry-go-round, meaning in five or seven years, we have to sell the business to someone else, and there are many owners of businesses that over a lifetime, let's say, you got a seven-year-old owner of a business, builds a company over a lifetime, they're not excited about the idea of selling the business to a private equity firm that's going to put a lot of leverage on the business and they don't know who's going to own it five years, ten years, or fifteen years from now. These are founders that have built a business and have built relationships with employees over decades, and really want to make sure their business, which is their legacy, is in strong hands. Warren Buffet has done a great job acquiring sort of family-owned, family-controlled businesses that meet those criteria, and the issue for Berkshire today is it's as a $1 trillion enterprise acquiring anything other than a $20 billion company is not really going to move the needle for the business. So we think Howard Hughes becomes uniquely positioned to acquire founder-controlled, high-quality, great businesses starting at a relatively small scale, and we have the ability, once our stock trades closer to intrinsic value, to offer a tax-free execution to someone who wants to become part of a diversified enterprise. We think that creates an interesting competitive advantage for us. Obviously, since we did not complete the transaction until Monday, we've not really had substantive discussions with any counterparty. We sort of tested the concept on one potential counterparty and they were quite intrigued. Obviously, that will be one of our initial discussions. Something else that we intend to do, we've admired the value that's been created at Berkshire Hathaway by their building - buying and building the most dominant insurance company in the world. That's provided profits from the insurance business, but also very low-cost float that has been able to be invested in much higher-returning assets than a typical insurance company is able to invest in, because as the Berkshire Insurance operation is part of a diversified holding company, the regulators give them much more flexibility in investing in that portfolio. One of the things Pershing Square brings to the table here is a long-term track record investing in marketable securities. If we were to build an insurance company inside the Howard Hughes Corporation, we would invest the equity portfolio of that insurance company for free, which would, of course, give that insurance business a competitive advantage in terms of the kind of returns it can earn on its assets. The insurance operation is a high priority for us. We have identified a superb potential leader for that business. I would say we're very early days in terms of discussions, so no certainty that anything will come up with those initial discussions, but now that we've announced the transaction, that is a very high priority for us. So I would say a realistic outcome would be sometime by the fall, we have an announcement of a potential transaction.

Okay. That's really helpful. And if I could just ask a follow-up to all of this. You have the $900 million; it's substantial, but I think it sounds like your plans are also quite substantial. So, how does the capital allocation work going forward, related to what goes into new businesses versus the traditional real estate? Howard Hughes, you have probably over $1 billion worth of apartment assets; you're getting this density in Hawaii that increases the value there. I guess, do you envision changing or moving capital out of the legacy real estate into other areas, or does that all just be left alone?

Sure. We're obviously enamored with the MPC business and we understand the long-term economics of the business, and it's critically important that we build out MPCs to fulfill the demands and needs of the communities to make these sort of highly desirable places to live in the long term. So really no change to the business plans for any of our communities. But the good news, I would say, is with the passage of time, beginning over the next several years, we expect the MPC business to start generating cash in excess of what should be recycled into equity investments and new apartments and condominiums and other assets. With the longer-term passage of time, we expect the MPC business to be generating a large amount of cash that can be repatriated to the holding company to invest in other assets. However, we would not ever starve an MPC to free up capital to do something else, and we're contemplating the reason why we are buying primary shares from the company as opposed to secondary shares is that we want to give the business a head-start in terms of injecting capital into the enterprise, but we're going to manage the MPC business and our communities the way we have historically, and we're going to invest in projects that make sense, and we're going to continue to make these the most award-winning places to live.

And by the way, just to be clear, David, now Carlos, Ryan, and I will be part of that process. Everyone is economically incentivized to maximize the long-term value of Howard Hughes. And when we first spun off Howard Hughes and the MPC business to shareholders, when it was owned by General Growth, what they did was basically starve the MPCs. They would extract, they would build an asset, then sell it, take the profit, and use it in the mall business. One of the first things we did was stop that behavior. We basically have retained every asset we've built, other than hotel assets where we made a strategic decision that we did not believe they were necessary for us to own long-term, but we've taken a very long-term view in overseeing and managing these communities ever since I joined the Board of the company, and that will continue going forward.

Hi, good morning. Thanks for taking my question. I guess just thinking about David being the CEO of the holding company now and then longer down the line when there are a few more companies or portfolio companies underneath the holding. Is the plan for you guys to appoint somebody to oversee the MPC business, or will David kind of still be in charge of the CEO of the company overall, as well as the MPC business? And maybe just putting in department heads or company CEOs for the different acquired businesses?

Sure. David will remain CEO of the overall company. I think he'll be spending certainly the substantial majority of his time on the Howard Hughes real estate part of the operation, and Ryan and I will be focused on acquiring new businesses. We expect those businesses to be run in a pretty autonomous fashion with us overseeing overall capital allocation, and that will be a shared responsibility of the senior leadership team of the company and ultimately the Board of Directors.

Okay. I appreciate that. And then you mentioned that maybe you want to bring the debt up to investment-grade. Can you just walk us through some of the steps that might be needed to change or improve the balance sheet in a way to reach the investment-grade that you're aspiring to?

Sure. So just to be clear, putting in $900 million of cash is a helpful thing to the overall credit quality of the enterprise. The goal is to have the holding company ultimately be investment-grade. Your query is whether we can get the real estate subsidiary to investment-grade, but one of the things that will help the overall creditworthiness of the subsidiary is to have a very strong parent that owns it. One of the things the rating agencies consider in the way they rate a subsidiary is the creditworthiness of the parent, and here, we started out with a debt-free parent that's going to deploy capital in high-quality, durable growth companies. We think that just that infusion of capital, and if you think about Howard Hughes today, it's a pure-play real estate company, and it suffers from, to some degree, the economic volatility certainly over shorter-term periods of time. If the owner of that business is not simply a corporate shell, but a very well-capitalized corporate parent that owns businesses that generate recurring cash flow, we expect that to drive a credit-positive event for the principal real estate subsidiary of the company.

Okay. And then just to follow-up quickly, is the $900 million cash infusion earmarked to pay off any of the debt for Howard Hughes at the moment, or is that really just being held to acquire the new businesses to develop the insurance business or more along the lines of parent company movements?

The good news is that our view is that the rating agencies undervalue the subsidiary, and we're going to work to improve their understanding of the business so we can help make some progress there. But the business historically has consumed over 100% of the cash it's generated in terms of the desired need to continue to reinvest in the subsidiary. With the passage of time, if we don't acquire another MPC-type asset, which is not part of the business plan, just the maturation of our various communities will turn Howard Hughes from a business that has reinvested a substantial majority of its cash in building out new assets to one where even meeting the demands of the communities going forward, there's still excess cash left over. So we don't envision needing to put holding company cash into the subsidiary. We do envision that over the intermediate to long-term, the subsidiary will be cash-rich and in a position to return capital to the holding company.

Thank you. I had a similar line of questioning. If you look at the cash flow statement of Howard Hughes, cash flow from operations has been positive for the last three years. It turned negative this quarter, partially offset by cash flow from investments. I think a lot of that is property development. But the point is, it's very lumpy investments, especially condo and commercial developments. So my question is, is Howard Hughes' cash-flow generation going to accelerate over the next few years and be self-funding, or will it really be after the current kind of developments planned, coming differentiation and sounds?

Yes, John, thanks for the question. Look, as you know, we size our developments and our new investments in our communities based on the existing free cash flow of the business. We're just a self-funding vehicle where we're only investing in new developments to the extent we have the cash on the balance sheet to fund 100% of that project, but going forward, as we see continued maturation, as Bill discussed, and as the infrastructure needs and horizontal costs diminish over time, the free cash flow generation of each of these MPCs increases. Combine that with the stabilization of the recurring NOI from our operating assets, in the next three, five, or seven years, the excess free cash flow of the real estate subsidiary should grow meaningfully. In any particular quarter, looking at our cash flow statement, there are ups and downs and lumps based on the required horizontal infrastructure that goes into any MPC, but if you look at it over a trailing twelve-month period, I think you'll see that all the new investments have been sized appropriately relative to the free cash flow we generate.

Okay. And David, you talked during the quarter about home sales being up sequentially, down year-over-year, off a strong quarter last year. But how has activity and the home sales market been since Liberation Day?

It still remains strong within our MPCs. We are very cognizant of the national headlines and what's going on across the country. We haven't seen those headlines in our communities, and I think that speaks to the quality of what we have, but also the appeal of master-planned communities relative to buying a home that's not within a community that delivers a higher quality of life, in our view. To date, we've seen great activity; we've seen great traction. I know you noted in your report that our builder price participation was down compared to last year, but to me, that's not a canary in the coal mine, if you will. Builder price participation is when home prices appreciate meaningfully between the time we sell land and the home is built. Over the past two years, we've seen appreciation in the homes and our communities; that's materializing in great builder price participation. Over the past quarter, that home price appreciation has slowed, meaning that we're going to receive less builder price participation, but that's not an indication of the slowing housing market or fewer home sales. Our sales were strong this quarter. Subsequent to the end of the quarter, they've continued and it gives us great confidence in reaffirming our guidance.

Okay. And my final question is for Bill. The $900 million cash injection into the company, how much of that will be earmarked for the insurance investment versus other investments that you're looking at? And what are your return on investment return on invested capital hurdle rates on new investments?

So, I think I would say TBD on how much we invest in the insurance subsidiary. It sort of depends on whether we're hiring a team or whether we're buying an existing asset and putting capital into it. In terms of return on capital, I would just sort of point you to Pershing Square over the last 21 years. We view what we do as a very high-return strategy. The historic business of Pershing Square is to buy minority stakes in really high-quality businesses, generally at a time when the market is under-appreciating them or they've had some management or governance or other challenges, and help make those businesses more successful. We have not been an investor in private businesses. That being said, over the years, we have received a huge amount of deal flow in the private space that we really haven't had a platform that we could use to execute on that, and part of the theory here is to take advantage of that deal flow in the context of Howard Hughes. But our return objectives are high, yes. At what high is, I guess, is in the eye of the beholder, but we're looking to generate high returns on capital.

Appreciate it. Thank you.

Want to thank everyone for joining us today. As always, if there are additional questions, we're always available. Finally, we're hosting a session to discuss our transformation into a diversified holding company and take additional questions. The event starts at 11:05 Eastern, and you can access that session by going to x.com/billackman, or if you're logged into X already, there's a link to the event under Bill's account, which is @billackman. Look forward to speaking with you there on our next earnings call. Thank you again for joining.

Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.