Howard Hughes Holdings Inc.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Corporate Income, Expenses, and Other Items
| MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS | Table of Contents |
|---|
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:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| thousands except percentages | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change |
| General and administrative expenses | $(36,136) | $(34,552) | $(1,584) | (5)% | $(61,894) | $(56,988) | $(4,906) | (9)% |
| Gain (loss) on sale of MUD receivables | (555) | (48,197) | 47,642 | 99% | (555) | (48,197) | 47,642 | 99% |
| Corporate interest expense, net | (22,245) | (21,930) | (315) | (1)% | (42,551) | (44,120) | 1,569 | 4% |
| Gain (loss) on extinguishment of debt | — | — | — | NM | (10,226) | — | (10,226) | NM |
| Corporate depreciation and amortization | (1,135) | (856) | (279) | (33)% | (2,075) | (1,603) | (472) | (29)% |
| Vantage income (loss) before income taxes | (20,765) | — | (20,765) | NM | (20,765) | — | (20,765) | NM |
| Income tax (expense) benefit | (49,957) | 3,821 | (53,778) | NM | (52,575) | 385 | (52,960) | NM |
| Other | (4,677) | (4,237) | (440) | (10)% | (9,592) | (8,925) | (667) | (7)% |
| Total Corporate income, expenses, and other items | $(135,470) | $(105,951) | $(29,519) | (28)% | $(200,233) | $(159,448) | $(40,785) | (26)% |
Corporate income, expenses, and other items were unfavorably impacted compared to the prior-year period by the following:
–Income tax expense increased $53.8 million primarily due to an increase in Income before income taxes. Refer to Note 13 -Income Taxesin the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
–Vantage loss before income taxes of $20.8 million is included in the Company’s results following the completion of the Vantage Acquisition. Refer to the Vantage Post-Acquisition Results section below for further discussion of this activity.
–General and administrative expenses increased $1.6 million primarily due to $15.4 million of Vantage Acquisition transaction costs. This increase was partially offset by a decrease of $12.6 million in compensation and benefits, primarily due to the strategic reduction in force in 2025.
Corporate income, expenses, and other items were favorably impacted compared to the prior-year period by the following:
–Loss on sale of MUD receivables decreased $47.6 million as a result of a $0.6 million loss recognized in the second quarter of 2026, compared to a $48.2 million loss recognized in the second quarter of 2025. Refer to Note 1 -Presentation of Financial Statements and Significant Accounting Policiesin the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
Corporate income, expenses, and other items were unfavorably impacted compared to the prior-year period by the following:
–Income tax expense increased $53.0 million primarily due to an increase in Income before income taxes.
–Vantage loss before income taxes of $20.8 million is included in the Company’s results following the completion of the Vantage Acquisition.
–Loss on extinguishment of debt increased $10.2 million due to payment of the bond call premium and accelerated amortization of related debt issuance costs following the repayment of the $750.0 million 5.375% senior unsecured notes in the first quarter of 2026. Refer to Note 6 -Mortgages, Notes, and Loans Payable, Netin the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
| MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS | Table of Contents |
|---|
–General and administrative expenses increased $4.9 million primarily due to $19.0 million of Vantage Acquisition transaction costs and an increase of $4.7 million in Pershing Square advisory fees in the current period. These increases were partially offset by a decrease of $16.3 million in compensation and benefits, primarily due to the strategic reduction in force in 2025.
Corporate income, expenses, and other items were favorably impacted compared to the prior-year period by the following:
–Loss on sale of MUD receivables decreased $47.6 million as a result of a $0.6 million loss recognized in the second quarter of 2026, compared to a $48.2 million loss recognized in the second quarter of 2025.
Pershing Square Advisory Fees Pershing Square supports the Company’s diversified holding company strategy by providing certain investment and advisory services. Starting in the second quarter of 2025, the Company began paying Pershing Square a quarterly advisory fee that includes base and variable components. The variable fee is calculated based on the excess of the quarter-end stock price over a reference price. As such, no variable fee is owed in a period that the quarter-end stock price does not exceed the reference price. Refer to Note 3 -Pershing Square in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information on the advisory fee.
The base and variable components of the quarterly advisory fee are detailed below:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| thousands | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change |
| Base fee | $3,786 | $2,349 | $1,437 | 61% | $7,572 | $2,349 | $5,223 | NM |
| Variable fee | 64 | 540 | (476) | (88)% | 64 | 540 | (476) | (88)% |
| Total Pershing Square advisory fee | $3,850 | $2,889 | $961 | 33% | $7,636 | $2,889 | $4,747 | 164% |
Vantage Post-Acquisition Results The discussion below summarizes the contribution of Vantage to our consolidated results for the three and six months ended June 30, 2026. The amounts reflect only the period from the acquisition date through June 30, 2026. As the acquisition was completed during the current period, there is no corresponding prior-year period for these operations, and as such period-over-period analysis for Vantage is not applicable. Due to the limited post-acquisition period, the results discussed below are not necessarily indicative of expected performance over the full year. See Note 2 -Vantage Acquisition in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information about the Vantage Acquisition.
Vantage operates in the United States (U.S.) and Bermuda and writes business on both an admitted and excess and surplus basis. Product lines offered by its U.S. insurance subsidiaries include casualty, property, professional liability, financial lines, healthcare, construction, and political risk and credit. Products offered by its Bermuda subsidiary include financial and professional lines and healthcare and excess casualty. Vantage’s reinsurance operations consist of products offered by its Bermuda subsidiary and product lines offered include specialty, property and casualty, financial lines, and property catastrophe. Vantage also earns net investment income and net fee income.
Key drivers of the operating results of Vantage include:
–The level and mix of gross and net written and earned premiums by line of business and geography;
–The frequency and severity of insured loss activity, including catastrophe events and prior‑year reserve development;
–The structure, cost, and recoveries associated with our reinsurance programs;
–Investment income earned from the insurance investment portfolio and required regulatory capital; and
–Investment gains and losses attributable to the Company’s insurance investment portfolio.
We expect to refine our disclosure of applicable key performance indicators for Vantage as we complete integration activities and as the CODM incorporates these metrics into ongoing operating decisions.
| MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS | Table of Contents |
|---|
The following table presents the post-acquisition activity associated with Vantage included in the three and six months ended June 30, 2026:
| thousands | Three and Six Months EndedJune 30, 2026 |
|---|---|
| Gross written insurance premiums | $156,059 |
| Net written insurance premiums | $107,208 |
| Net earned insurance premiums | $97,247 |
| Insurance claims and claim expenses | (55,210) |
| Insurance underwriting expenses | |
| Acquisition costs | (1,129) |
| VOBA amortization | (20,239) |
| Other insurance underwriting expenses | (16,013) |
| Underwriting income (loss) | 4,656 |
| Net insurance investment income | 10,988 |
| Other revenues | 4,906 |
| Depreciation and amortization | (1,268) |
| Other expenses | (1,679) |
| Investment gain (loss), net | (38,278) |
| Other income (loss), net | (90) |
| Vantage income (loss) before income taxes | $(20,765) |
| Ratios (a) | |
| Loss ratio | 56.8% |
| Expense ratio | 38.4% |
| Combined ratio | 95.2% |
(a)Given the short measurement period and normal volatility in property and casualty results, we do not consider the post-acquisition ratios to be representative of expected full-year performance.
Net insurance earned premiums include insurance and reinsurance premiums. Insurance claims and claim expenses include incurred losses on insured events and changes in estimates of unpaid claims and claim expenses, including both case reserves and incurred but not reported reserves. This corresponds to a loss ratio (Insurance claims and claim expenses to Net insurance earned premiums) of 56.8% in the post-acquisition period. Refer to Note 9 -Reserves for Claims and Claim Expenses in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
Insurance underwriting expenses include $20.2 million of VOBA amortization, $16.0 million of other insurance underwriting expenses comprised of costs directly attributable to operating the insurance business, including certain personnel, technology and administrative functions that support underwriting activities, and $1.1 million of amortization of deferred acquisition costs incurred subsequent to the Vantage Acquisition. This corresponds to an expense ratio (Insurance underwriting expenses to Net insurance earned premiums) of 38.4% in the post-acquisition period.
Net insurance investment income includes interest and dividend income related to the Company’s investments in fixed maturity securities, equity securities, and short-term investments, less related expenses. See Note 4 -Investments in Fixed Maturity and Equity Securities in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information about the Company’s investments.
Other revenues and other expenses include fee income and related expenses associated with AdVantage. See Note 1 -Presentation of Financial Statements and Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
Investment gain (loss), net includes $36.0 million of unrealized losses related to equity securities, $2.1 million of net realized losses related to the sale of fixed maturity securities, and $0.2 million related to the recognition of losses on fixed maturity securities in an unrealized loss position that the Company intends to sell before recovery of the amortized cost basis.
| MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS | Table of Contents |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.