6. Investment in Unconsolidated Entities and International Investments

Real Estate Joint Ventures and Investments

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties and diversify our risk in a particular property or portfolio of properties.  As discussed in Note 2, we held joint venture interests in 88 properties as of June 30, 2026.

Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner.

We may provide financing to joint venture properties primarily in the form of interest bearing loans. As of June 30, 2026 and December 31, 2025, we had construction loans and other advances to these related parties totaling $43.2 million and $48.3 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets.

In the second quarter of 2026, we recorded a non-cash other-than-temporary impairment charge of $8.7 million, representing our remaining equity method investment balance in a real estate venture, which is included in (loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

Taubman Realty Group

Subsequent to the TRG Acquisition discussed in Note 4, 11 of the former TRG properties are accounted for as equity method investments and are presented in the summary financial information later in this Note.

The table below represents summary financial information of TRG up to the date of the TRG Acquisition discussed in Note 4.

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Other Platform Investments

During the fourth quarter of 2024, J.C. Penney completed an all-equity transaction where it acquired the retail operations of SPARC Group. The combined business was renamed Catalyst post transaction. As of June 30, 2026, we own a 31.3% noncontrolling interest in Catalyst. Additionally, we continue to hold a 33.3% noncontrolling interest in SPARC Holdings, the former owner of SPARC Group, which now primarily holds a 25% interest in Catalyst. For the six month period ending June 30, 2026, Catalyst recognized a net pre-tax loss related to transition and restructuring activities, our share of which was $12.8 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statements of operations and comprehensive income. For the six month period ending June 30, 2025, Catalyst recognized a net pre-tax gain primarily because of the deconsolidation of Forever 21, our share of which was $80.5 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statements of operations and comprehensive income.

As of June 30, 2026, we own a 45% noncontrolling interest in Rue Gilt Groupe, a 50% noncontrolling ownership interest in Jamestown and a 39.4% noncontrolling interest in Phoenix Retail, LLC, the owner and operator of Express.

The table below represents combined summary financial information, after intercompany eliminations, of our other platform investments.

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European Investments

At June 30, 2026, we owned 59,280,541 shares, or approximately 20.7%, of Klépierre, which had a quoted market price of $41.73 per share.  During the first quarter of 2026, we exchanged 4,074,711 shares of Klépierre to settle the conversion of €110.3 million of the Operating Partnership’s exchangeable bonds, which are exchangeable at the option of the bondholder into shares of Klépierre. In connection with these transactions, we recorded a non-cash gain of $64.3 million, which is included in (loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment,

net in the consolidated statement of operations and comprehensive income.  These non-cash investing and financing activities are excluded from our consolidated statements of cash flows.  The table below represents summary financial information with respect to our investment in Klépierre. This information is based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP.

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During the three and six months ended June 30, 2025, Klépierre completed the disposal of its interest in certain shopping centers and our share of the net loss was $9.6 million. These transactions are included in (loss) gain on acquisition of controlling interest, sale of disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

We have an interest in a European investee that had interests in 12 Designer Outlet properties as of June 30, 2026 and December 31, 2025, eight of which are consolidated by us as of June 30, 2026. As of June 30, 2026, our legal percentage ownership interests in these properties ranged from 23% to 94%.  

In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties.

Asian Joint Ventures

We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $263.5 million and $245.0 million as of June 30, 2026 and December 31, 2025, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $212.3 million and $216.8 million as of June 30, 2026 and December 31, 2025, respectively, including all related components of accumulated other comprehensive income (loss).

We have an interest in two full-price mall operating joint venture properties located in the People’s Republic of China and two full-price mall operating joint venture properties located in South Korea. Our ownership in these properties ranges from 17% to 49%.

Summary Financial Information

The following tables present a summary of the combined balance sheets and statements of operations of our equity method investments and share of income from such investments, excluding our investments in Klépierre and our other platform investments.

COMBINED BALANCE SHEETS

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Excess Investment represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and has been determined to relate to the fair value of the investment properties, intangible assets, including goodwill, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of assets acquired, typically no greater than 40 years, the terms of the applicable leases, the estimated useful lives of the finite lived intangibles, and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities.

COMBINED STATEMENTS OF OPERATIONS

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Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in Klépierre and TRG prior to the TRG Acquisition, as well as our other platform investments, before any applicable taxes, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income, except as otherwise noted.