Acquisition of the Remaining Interest in The Taubman Realty Group
On October 31, 2025, the Company completed its acquisition of the remaining 12% ownership interest in The Taubman Realty Group (TRG) for consideration of approximately $0.9 billion, as described in Note 4 of the consolidated financial statements. The Company accounted for this acquisition as a business combination. As the valuation of assets acquired and liabilities assumed as of December 31, 2025 was not yet finalized, the purchase price was recorded based on preliminary estimates of the fair values of the assets acquired, liabilities assumed, and noncontrolling interests. TRG held interests in both consolidated and unconsolidated investment properties and, as described in Note 4, the preliminary estimation of the fair value required determining the values for both consolidated and unconsolidated investments. The Company derived the estimated fair value of investments in consolidated and unconsolidated entities by utilizing various observable and unobservable inputs, such as historical and forecasted operating income before depreciation and amortization, and estimated capitalization rates. Auditing management’s preliminary determination of the estimated fair value of investments by property was complex due to the judgmental nature of assumptions made by management. In particular, this preliminary fair value determination was sensitive to the use of capitalization rates as a significant assumption. We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for the determination of the preliminary estimated fair value of investments by property, including controls over management’s review of the estimated capitalization rates described above. To test the Company’s determination of the preliminary fair value of investments by property, we performed audit procedures that included, among others, assessing the methodology applied, evaluating the estimated capitalization rates, and testing the completeness and accuracy of data used by management in its calculation. We compared the significant assumption used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating the estimated capitalization rates for certain properties. As part of our evaluation, we performed sensitivity analyses of estimated capitalization rates to evaluate the changes in the preliminary fair value that would result from changes in the assumption.
Description of the Matter
How We Addressed the Matter in Our Audit
/s/ E RNST & Y OUNG LLP
We have served as the Company’s auditor since 2002. Indianapolis, Indiana February 25, 2026
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