UNITED
STATES
|
|||
SECURITIES
AND EXCHANGE COMMISSION
|
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WASHINGTON,
D.C. 20549
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FORM
10-K
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x
|
ANNUAL
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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||
|
For
the
fiscal year ended December 31, 2007.
|
||
OR
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o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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||
For
the
transition period from ___________________ to
_________________
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|||
Commission
File Number 1-11530
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TAUBMAN
CENTERS,
INC.
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(Exact
Name
of Registrant as Specified in Its Charter)
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Michigan
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38-2033632
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||
(State
or
other jurisdiction of
|
(I.R.S.
Employer
|
||
incorporation
or organization)
|
Identification
No.)
|
||
200
East Long
Lake Road
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Suite
300,
P.O. Box 200
|
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Bloomfield
Hills, Michigan
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48303-0200
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(Address
of
principal executive office)
|
(Zip
Code)
|
||
Registrant's
telephone number, including area code:
|
(248)
258-6800
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||
Securities
registered pursuant to Section 12(b) of the Act:
|
|||
Name
of each
exchange
|
|||
Title
of each
class
|
on
which
registered
|
||
Common
Stock,
|
New
York
Stock Exchange
|
||
$0.01
Par
Value
|
|||
8%
Series G
Cumulative
|
New
York
Stock Exchange
|
||
Redeemable
Preferred Stock,
|
|||
No
Par
Value
|
|||
7.625%
Series
H Cumulative
|
New
York
Stock Exchange
|
||
Redeemable
Preferred Stock,
|
|||
No
Par
Value
|
|||
Securities
registered pursuant to Section 12(g) of the
Act: None
|
|||
Indicate
by
check mark if the registrant is a well-known seasoned issuer, as
defined
in Rule 405 of the Securities Act. xYes oNo
|
|||
Indicate
by
check mark if the registrant is not required to file reports pursuant
to
Section 13 or Section 15(d) of the Act. oYes xNo
|
|||
Indicate
by
check mark whether the registrant (1) has filed all reports required
to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during
the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such
filing
requirements for the past 90 days. xYes oNo
|
|||
Indicate
by
check mark if disclosure of delinquent filers pursuant to Item 405
of
Regulation S-K is not contained herein, and will not be contained,
to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any
amendment to this Form 10-K. o
|
|||
Indicate
by
check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer",
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act). (Check one):
Large
Accelerated Filer x Accelerated
Filer o Non-Accelerated
Filer o Smaller
reporting company o
(Do not check if a smaller reporting company)
|
|||
Indicate
by
check mark whether the registrant is a shell company (as defined
in Rule
12b-2 of the Exchange Act). oYes xNo
|
|||
The
aggregate
market value of the 51,836,124 shares of Common Stock held by
non-affiliates of the registrant as of June 30, 2007 was $2.6 billion,
based upon the closing price $49.61 per share on the New York Stock
Exchange composite tape on June 30, 2007. (For this computation,
the
registrant has excluded the market value of all shares of its Common
Stock
held by directors of the registrant and certain other shareholders;
such
exclusion shall not be deemed to constitute an admission that any
such
person is an "affiliate" of the registrant.) As of February 26,
2008, there were outstanding 52,624,267 shares of Common
Stock.
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DOCUMENTS
INCORPORATED BY REFERENCE
|
|||
Portions
of
the proxy statement for the annual shareholders meeting to be held
in 2008
are incorporated by reference into Part
III.
|
PART
I
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||
PART
II
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||
PART
III
|
||
·
|
are
strategically located in major metropolitan areas, many in communities
that are among the most affluent in the country, including Atlantic
City,
Charlotte, Dallas, Denver, Detroit, Los Angeles, Miami, New York
City,
Orlando, Phoenix, San Francisco, Tampa, and Washington,
D.C.;
|
·
|
range
in size
between 242,000 and 1.6 million square feet of GLA and between 197,000
and
644,000 square feet of Mall GLA. The smallest center has approximately
60
stores, and the largest has over 200 stores. Of the 23 centers, 18
are
super-regional shopping centers;
|
·
|
have
approximately 3,000 stores operated by their mall tenants under
approximately 1,000 trade names;
|
·
|
have
66
anchors, operating under 15 trade
names;
|
·
|
lease
over
90% of Mall GLA to national chains, including subsidiaries or divisions
of
The Gap (Gap, Gap Kids, Banana Republic, Old Navy, and others), Forever
21
(Forever 21, For Love 21, XXI Forever, and others), and The Limited
Brands
(Bath & Body Works, Victoria's Secret, and others);
and
|
·
|
are
among the
most productive (measured by mall tenants' average sales per square
foot)
in the United States. In 2007, mall tenants reported average sales
per
square foot of $555, which is significantly greater than the average
for
all regional shopping centers owned by public
companies.
|
·
|
offer
retailers a location where they can maximize their
profitability;
|
·
|
offer
a
large, diverse selection of retail stores in each center to give
customers
a broad selection of consumer goods and variety of price
ranges;
|
·
|
endeavor
to
increase overall mall tenants' sales by leasing space to a constantly
changing mix of tenants, thereby increasing achievable
rents;
|
·
|
seek
to
anticipate trends in the retailing industry and emphasize ongoing
introductions of new retail concepts into our centers. Due in part
to this
strategy, a number of successful retail trade names have opened their
first mall stores in the centers. In addition, we have brought to
the
centers "new to the market" retailers. We believe that the execution
of
this leasing strategy is an important element in building and maintaining
customer loyalty and increasing mall productivity;
and
|
·
|
provide
innovative initiatives that utilize technology and the Internet to
heighten the shopping experience, build customer loyalty and increase
tenant sales. Our Taubman Center website program connects shoppers
and
retailers through an interactive content-driven website. We also
offer our
shoppers a robust direct email program, which allows them to receive,
each
week, information featuring what’s on sale and what’s new at the stores
they select.
|
Completion
Date
|
Center
|
Location
|
October
2007
|
The
Mall at
Partridge Creek
|
Clinton
Township, Michigan
|
June
2006
(1)
|
The
Pier
Shops at Caesars
|
Atlantic
City, New Jersey
|
September
2005
|
Northlake
Mall
|
Charlotte,
North Carolina
|
Completion
Date
|
Center
|
Location
|
April
2007
|
The
Pier
Shops at Caesars (2)
- additional
interest
|
Atlantic
City, New Jersey
|
October
2006
|
Land
under
Sunvalley
|
Concord,
California
|
Completion
Date
|
Center
|
Location
|
November
2007
|
Stamford
Town
Center
|
Stamford,
Connecticut
|
September
2007
|
Twelve
Oaks
Mall
|
Novi,
Michigan
|
September
2006
|
Waterside
Shops at Pelican Bay
|
Naples,
Florida
|
(1)
|
Began
opening
in phases.
|
(2)
|
In
April 2007,
the Company increased its ownership of The Pier Shops to
77.5%.
|
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
Average
rent
per square foot:
|
||||||||||||||||||||
Consolidated
Businesses
|
$ | 43.54 | $ | 42.77 | $ | 41.41 | $ | 40.98 | $ | 40.06 | ||||||||||
Unconsolidated
Joint
Ventures
|
41.42 | 41.03 | 42.28 | 42.09 | 42.75 | |||||||||||||||
Opening
base
rent per square foot:
|
||||||||||||||||||||
Consolidated
Businesses
|
$ | 53.35 | $ | 41.25 | $ | 42.38 | $ | 44.35 | $ | 43.41 | ||||||||||
Unconsolidated
Joint
Ventures
|
47.49 | 42.98 | 44.90 | 44.67 | 40.06 | |||||||||||||||
Square
feet
of GLA opened:
|
||||||||||||||||||||
Consolidated
Businesses
|
885,982 | 1,007,419 | 682,305 | 688,020 | 512,105 | |||||||||||||||
Unconsolidated
Joint
Ventures
|
383,880 | 306,461 | 400,477 | 337,679 | 498,950 | |||||||||||||||
Closing
base
rent per square foot:
|
||||||||||||||||||||
Consolidated
Businesses
|
$ | 45.39 | $ | 39.57 | $ | 40.59 | $ | 44.54 | $ | 40.80 | ||||||||||
Unconsolidated
Joint
Ventures
|
48.64 | 42.49 | 44.26 | 51.40 | 41.28 | |||||||||||||||
Square
feet
of GLA closed:
|
||||||||||||||||||||
Consolidated
Businesses
|
807,889 | 911,986 | 650,701 | 499,098 | 628,626 | |||||||||||||||
Unconsolidated
Joint
Ventures
|
343,764 | 246,704 | 366,932 | 280,393 | 470,143 | |||||||||||||||
Releasing
spread per square foot:
|
||||||||||||||||||||
Consolidated
Businesses
|
$ | 7.96 | $ | 1.68 | $ | 1.79 | $ | (0.19 | ) | $ | 2.61 | |||||||||
Unconsolidated
Joint
Ventures
|
(1.15 | ) | 0.49 | 0.64 | (6.73 | ) | (1.22 | ) |
Lease
Expiration Year
|
Number
of
Leases Expiring
|
Leased
Area
in
Square
Footage
|
Annualized
Base Rent
Under
Expiring Leases
(in
thousands of dollars)
|
Annualized
Base Rent
Under
Expiring
Leases
Per
Square Foot
|
Percent
of
Total
Leased
Square
Footage Represented
by
Expiring
Leases
|
|||||||||||||||
2008
(1)
|
149
|
436,725 | 15,093 | $34.50 | 3.7 | % | ||||||||||||||
2009
|
302
|
844,641 | 32,434 | 38.40 | 7.1 | |||||||||||||||
2010
|
244
|
695,405 | 30,534 | 43.91 | 5.8 | |||||||||||||||
2011
|
431
|
1,334,890 | 53,120 | 39.79 | 11.2 | |||||||||||||||
2012
|
313
|
1,333,029 | 53,827 | 40.38 | 11.2 | |||||||||||||||
2013
|
313
|
1,361,513 | 49,365 | 36.26 | 11.4 | |||||||||||||||
2014
|
223
|
729,449 | 29,792 | 40.84 | 6.1 | |||||||||||||||
2015
|
263
|
983,834 | 38,557 | 39.19 | 8.3 | |||||||||||||||
2016
|
302
|
1,097,452 | 43,116 | 39.29 | 9.2 | |||||||||||||||
2017
|
344
|
1,386,405 | 58,885 | 42.47 | 11.6 |
(1)
|
Excludes
leases that expire in 2008 for which renewal leases or leases with
replacement tenants have been executed as of December 31,
2007.
|
2007
|
2006
|
2005
|
||||||||||
All
Centers:
|
||||||||||||
Leased
space
|
93.8 | % | 92.5 | % | 91.7 | % | ||||||
Ending
occupancy
|
91.1 | 91.3 | 90.0 | |||||||||
Average
occupancy
|
90.0 | 89.2 | 88.9 | |||||||||
Comparable
Centers:
|
||||||||||||
Leased
space
|
93.7 | % | 92.4 | % | 91.5 | % | ||||||
Ending
occupancy
|
91.4 | 91.3 | 90.2 | |||||||||
Average
occupancy
|
90.2 | 89.1 | 89.1 |
Tenant
|
#
of
Stores
|
Square
Footage
|
%
of
Mall
GLA
|
|||||||||
The
Gap (Gap,
Gap Kids, Banana Republic, Old Navy, and others)
|
45
|
383,559 | 3.5 | % | ||||||||
Forever
21
(Forever 21, For Love 21, XXI Forever, and others)
|
30
|
301,098 | 2.8 | |||||||||
Limited
Brands (Bath & Body Works/White Barn Candle, Pink, Victoria's Secret,
and others)
|
43
|
275,782 | 2.5 | |||||||||
Abercrombie
& Fitch (Abercrombie & Fitch, Hollister, Ruehl, and
others)
|
37
|
270,223 | 2.5 | |||||||||
Foot
Locker
(Foot Locker, Lady Foot Locker, Champs Sports, Foot Action USA, and
others)
|
44
|
224,565 | 2.1 | |||||||||
Ann
Taylor
(Ann Taylor, Ann Taylor Loft, and others)
|
34
|
196,249 | 1.8 | |||||||||
Williams-Sonoma
(Williams-Sonoma, Pottery Barn, Pottery Barn Kids, and
others)
|
25
|
189,333 | 1.7 | |||||||||
Talbots
(Talbots, J. Jill, Talbots Woman, Talbots Petites)
|
33
|
188,965 | 1.7 | |||||||||
Express
(Express, Express Men)
|
18
|
163,230 | 1.5 | |||||||||
H&M
|
9
|
160,230 | 1.5 |
Number
of Employees
|
||||
Center
Operations
|
228 | |||
Property
Management
|
149 | |||
Financial
Services
|
66 | |||
Leasing
and
Tenant Coordination
|
37 | |||
Development
|
72 | |||
Other
|
75 | |||
Total
|
627 |
·
|
changes
in
the national, regional, and/or local economic and geopolitical
climates;
|
·
|
increases
in
operating costs;
|
·
|
the
public
perception of the safety of customers at our shopping
centers;
|
·
|
legal
liabilities;
|
·
|
availability
and cost of financing;
|
·
|
changes
in
government regulations; and
|
·
|
changes
in
real estate zoning and tax laws.
|
·
|
the
pre-construction phase for a regional center typically extends over
several years, and the time to obtain anchor commitments, zoning
and
regulatory approvals, and public financing can vary significantly
from
project to project;
|
·
|
we
may not be
able to obtain the necessary zoning or other governmental approvals
for a
project, or we may determine that the expected return on a project
is not
sufficient; if we abandon our development activities with respect
to a
particular project, we may incur a loss on our
investment;
|
·
|
construction
and other project costs may exceed our original estimates because
of
increases in material and labor costs, delays and costs to obtain
anchor
and tenant commitments;
|
·
|
we
may not be
able to obtain financing or to refinance construction loans, which
are
generally recourse to TRG; and
|
·
|
occupancy
rates and rents at a completed project may not meet our projections,
and
the costs of development activities that we explore but ultimately
abandon
will, to some extent, diminish the overall return on our completed
development projects.
|
·
|
adverse
effects of changes in exchange rates for foreign
currencies;
|
·
|
changes
in
foreign political environments;
|
·
|
difficulties
of complying with a wide variety of foreign laws including laws affecting
corporate governance, operations, taxes, and
litigation;
|
·
|
changes
in
and/or difficulties in complying with applicable laws and regulations
in
the United States that affect foreign operations, including the Foreign
Corrupt Practices Act;
|
·
|
difficulties
in managing international operations, including difficulties that
arise
from ambiguities in contracts written in foreign languages;
and
|
·
|
obstacles
to
the repatriation of earnings and
cash.
|
Center
|
Anchors
|
Sq.
Ft of GLA/Mall
GLA
as of
12/31/07
|
Year
Opened/
Expanded
|
Year
Acquired
|
Ownership
%
as of 12/31/07
|
|||||||||
Consolidated
Businesses:
|
||||||||||||||
Beverly
Center
|
Bloomingdales,
Macy’s
|
883,000 |
1982
|
100 | % | |||||||||
Los
Angeles,
CA
|
575,000 | |||||||||||||
Cherry
Creek
Shopping Center
|
Macy’s,
Neiman
Marcus, Nordstrom, Saks Fifth Avenue
|
1,037,000 |
1990/1998
|
50 | % | |||||||||
Denver,
CO
|
546,000 | |||||||||||||
Dolphin
Mall
|
Bass
Pro Shops
Outdoor World, Burlington Coat Factory,
|
1,408,000 |
2001/2007
|
100 | % | |||||||||
Miami,
FL
|
Cobb
Theatres,
Dave & Busters, Marshalls, Neiman
|
644,000 | ||||||||||||
Marcus-Last
Call, Off 5th
Saks, The Sports Authority
|
||||||||||||||
Fairlane
Town
Center
|
JCPenney,
Macy’s, Sears
|
1,465,000 | (1) |
1976/1978/
|
100 | % | ||||||||
Dearborn,
MI
|
575,000 |
1980/2000
|
||||||||||||
(Detroit
Metropolitan Area)
|
||||||||||||||
Great
Lakes
Crossing
|
AMC
Theaters,
Bass Pro Shops Outdoor World, Circuit City,
|
1,353,000 |
1998
|
100 | % | |||||||||
Auburn
Hills,
MI
|
GameWorks,
Neiman Marcus-Last Call, Off 5th
Saks
|
536,000 | ||||||||||||
(Detroit
Metropolitan Area)
|
||||||||||||||
International
Plaza
|
Dillard’s,
Neiman Marcus, Nordstrom, Robb & Stucky
|
1,193,000 |
2001
|
50 | % | |||||||||
Tampa,
FL
|
572,000 | |||||||||||||
MacArthur
Center
|
Dillard’s,
Nordstrom
|
935,000 |
1999
|
95 | % | |||||||||
Norfolk,
VA
|
521,000 | |||||||||||||
Northlake
Mall
|
Belk,
Dick’s
Sporting Goods, Dillard’s, Macy’s
|
1,071,000 |
2005
|
100 | % | |||||||||
Charlotte,
NC
|
466,000 | |||||||||||||
The
Mall at
Partridge Creek
|
MJR
Theatres,
Nordstrom (2008), Parisian
|
474,000 | (2) |
2007
|
(3) | |||||||||
Clinton
Township, Michigan
|
299,000 | |||||||||||||
(Detroit
Metropolitan Area)
|
||||||||||||||
The
Pier Shops
at Caesars (4)
|
303,000 |
2006
|
78 | % | ||||||||||
Atlantic
City,
NJ
|
303,000 | |||||||||||||
Regency
Square
|
JCPenney,
Macy’s (two locations), Sears
|
820,000 |
1975/1987
|
1997
|
100 | % | ||||||||
Richmond,
VA
|
233,000 | |||||||||||||
The
Mall at
Short Hills
|
Bloomingdale’s,
Macy’s, Neiman Marcus, Nordstrom, Saks
|
1,340,000 |
1980/1994/
|
100 | % | |||||||||
Short
Hills,
NJ
|
Fifth
Avenue
|
518,000 |
1995
|
|||||||||||
Stony
Point
Fashion Park
|
Dick’s
Sporting Goods, Dillard’s, Saks Fifth Avenue
|
662,000 |
2003
|
100 | % | |||||||||
Richmond,
VA
|
296,000 | |||||||||||||
Twelve
Oaks
Mall
|
JCPenney,
Lord
& Taylor, Macy’s, Nordstrom, Sears
|
1,454,000 | (5) |
1977/1978/
|
100 | % | ||||||||
Novi,
MI
|
549,000 |
2007
|
||||||||||||
(Detroit
Metropolitan Area)
|
||||||||||||||
The
Mall at
Wellington Green
|
City
Furniture
and Ashley Furniture Home Store, Dillard’s,
|
1,273,000 |
2001/2003
|
90 | % | |||||||||
Wellington,
FL
|
JCPenney,
Macy’s, Nordstrom
|
460,000 | ||||||||||||
(Palm
Beach County)
|
||||||||||||||
The
Shops at
Willow Bend
|
Dillard’s,
Macy’s, Neiman Marcus, Saks Fifth Avenue
|
1,381,000 | (6) |
2001/2004
|
100 | % | ||||||||
Plano,
TX
|
523,000 | |||||||||||||
(Dallas
Metropolitan Area)
|
||||||||||||||
Total
GLA
|
17,052,000 | |||||||||||||
Total
Mall
GLA
|
7,616,000 | |||||||||||||
TRG%
of Total
GLA
|
15,696,000 | |||||||||||||
TRG%
of Total
Mall GLA
|
6,918,000 |
Center
|
Anchors
|
Sq.
Ft of GLA/Mall GLA as of
12/31/07
|
Year
Opened/
Expanded
|
Year
Acquired
|
Ownership
%
as of 12/31/07
|
|||||||||
Unconsolidated
Joint Ventures:
|
||||||||||||||
Arizona
Mills
|
GameWorks,
Harkins Cinemas, JCPenney Outlet, Neiman
|
1,222,000 |
1997
|
50 | % | |||||||||
Tempe,
AZ
|
Marcus-Last
Call, Off 5th
Saks
|
535,000 | ||||||||||||
(Phoenix
Metropolitan Area)
|
||||||||||||||
Fair
Oaks
|
JCPenney,
Lord
& Taylor, Macy’s (two locations), Sears
|
1,569,000 |
1980/1987/
|
50 | % | |||||||||
Fairfax,
VA
|
565,000 |
1988/2000
|
||||||||||||
(Washington,
DC Metropolitan Area)
|
||||||||||||||
The
Mall at
Millenia
|
Bloomingdale’s,
Macy’s, Neiman Marcus
|
1,115,000 |
2002
|
50 | % | |||||||||
Orlando,
FL
|
515,000 | |||||||||||||
Stamford
Town
Center
|
Macy’s,
Saks
Fifth Avenue
|
768,000 |
1982/2007
|
50 | % | |||||||||
Stamford,
CT
|
445,000 | |||||||||||||
Sunvalley
|
JCPenney,
Macy’s (two locations), Sears
|
1,327,000 |
1967/1981
|
2002
|
50 | % | ||||||||
Concord,
CA
|
487,000 | |||||||||||||
(San
Francisco Metropolitan Area)
|
||||||||||||||
Waterside
Shops at Pelican Bay
|
Nordstrom
(2008), Saks Fifth Avenue
|
242,000 | (7) |
1992/2006/
|
2003
|
25 | % | |||||||
Naples,
FL
|
197,000 |
2007
|
||||||||||||
Westfarms
|
JCPenney,
Lord
& Taylor, Macy’s, Macy’s Men’s Store/
|
1,289,000 |
1974/1983/
|
79 | % | |||||||||
West
Hartford,
CT
|
Furniture
Gallery, Nordstrom
|
519,000 |
1997
|
|||||||||||
Total
GLA
|
7,532,000 | |||||||||||||
Total
Mall
GLA
|
3,263,000 | |||||||||||||
TRG%
of Total
GLA
|
4,079,000 | |||||||||||||
TRG%
of Total
Mall GLA
|
1,733,000 | |||||||||||||
Grand
Total GLA
|
24,584,000 | |||||||||||||
Grand
Total Mall GLA
|
10,879,000 | |||||||||||||
TRG%
of Total GLA
|
19,775,000 | |||||||||||||
TRG%
of Total Mall GLA
|
8,651,000 |
(1)
|
GLA
includes the former Lord & Taylor which closed on June 24, 2006.
Additionally, the GLA includes the former Off 5th Saks store which
closed
December 31, 2007 making room for a 25,000 square foot
dining/entertainment wing anticipated to open by fall
2008.
|
(2)
|
GLA
will total
0.6 million square feet upon opening of Nordstrom and additional
tenant
space.
|
(3)
|
We
receive
substantially all of the center’s income under a lease structure, which
also gives us the option to acquire the lessor’s interests in the
center.
|
(4)
|
The
center is
attached to Caesars casino integrated
resort.
|
(5)
|
In
addition to
the Nordstrom addition, 97,000 square feet of additional store space
opened in September 2007. An expansion and renovation of Macy’s is
expected to open in spring 2008.
|
(6)
|
GLA
includes
the former Lord & Taylor store, which closed on April 30,
2005.
|
(7)
|
An
expansion
and renovation of Saks Fifth Avenue is expected to be completed in
the
second half of 2008.
|
Name
|
Number
of
Anchor
Stores
|
12/31/07
GLA
(in
thousands
of
square feet)
|
%
of GLA
|
|||||||||
Belk
|
1 | 180 | 0.9 | % | ||||||||
City
Furniture and Ashley Furniture Home Store
|
1 | 140 | 0.7 | % | ||||||||
Dick’s
Sporting Goods
|
2 | 159 | 0.8 | % | ||||||||
Dillard’s
|
6 | 1,335 | 6.6 | % | ||||||||
JCPenney
|
7 | 1,266 | 6.2 | % | ||||||||
Lord
&
Taylor
|
3 | 397 | 2.0 | % | ||||||||
Macy’s
|
||||||||||||
Bloomingdale’s
|
3 | 614 | ||||||||||
Macy’s
|
17 | 3,394 | ||||||||||
Macy’s
Men’s Store/Furniture
Gallery
|
1 | 80 | ||||||||||
Total
|
21 | 4,088 | 20.1 | % | ||||||||
Neiman
Marcus
(1)
|
5 | 556 | 2.7 | % | ||||||||
Nordstrom
(2)
|
7 | 1,101 | 5.4 | % | ||||||||
Parisian
|
1 | 116 | 0.6 | % | ||||||||
Robb
&
Stucky
|
1 | 119 | 0.6 | % | ||||||||
Saks
(3)
|
6 | 467 | 2.3 | % | ||||||||
Sears
|
5 | 1,104 | 5.4 | % | ||||||||
Total
|
66 | 11,028 | 54.3 | % (4) |
(1)
|
Excludes
three
Neiman Marcus-Last Call stores at value
centers.
|
(2)
|
Nordstrom
opened at Twelve Oaks in September 2007, and opened at Cherry Creek
in
October 2007. In addition, Nordstrom will open at Waterside and Partridge
Creek in 2008.
|
(3)
|
Excludes
three
Off 5th Saks stores at value
centers.
|
(4)
|
Percentages
in
table may not add due to
rounding.
|
Centers
Consolidated in
TCO’s
Financial Statements
|
Stated
Interest
Rate
|
Principal
Balance as
of
12/31/07
(thousands
of
dollars)
|
Annual
Debt
Service
(thousands
of
dollars)
|
Maturity
Date
|
Balance
Due
on
Maturity (thousands
of
dollars)
|
Earliest
Prepayment
Date
|
||||||
Beverly
Center
|
5.28%
|
338,779
|
23,101
|
(1)
|
02/11/14
|
303,277
|
30
Days
Notice
|
(2)
|
||||
Cherry
Creek
Shopping Center (50%)
|
5.24%
|
280,000
|
Interest
Only
|
06/08/16
|
280,000
|
08/18/08
|
(2)
|
|||||
Dolphin
Mall
|
LIBOR+0.70%
|
139,000
|
(3) |
Interest
Only
|
02/14/11
|
(4)
|
139,000
|
2
Days
Notice
|
(5)
|
|||
Fairlane
Town
Center
|
LIBOR+0.70%
|
80,000
|
(3) |
Interest
Only
|
02/14/11
|
(4)
|
80,000
|
2
Days
Notice
|
(5)
|
|||
Great
Lakes
Crossing
|
5.25%
|
140,449
|
10,006
|
(1)
|
03/11/13
|
125,507
|
30
Days
Notice
|
(2)
|
||||
International
Plaza (50.1%)
|
4.21%
|
(6)
|
175,150
|
(6) |
11,274
|
(1)
|
01/08/08
|
(6)
|
175,150
|
30
Days
Notice
|
||
MacArthur
Center (95%)
|
7.59%
|
(7)
|
135,349
|
(7) |
12,400
|
(1)
|
10/01/10
|
126,884
|
30
Days
Notice
|
(2)
|
||
Northlake
Mall
|
5.41%
|
215,500
|
Interest
Only
|
02/06/16
|
215,500
|
3/23/08
|
(8)
|
|||||
The
Mall at
Partridge Creek
|
LIBOR+1.15%
|
62,126
|
Interest
Only
|
09/07/10
|
62,126
|
3
Days
Notice
|
(5)
|
|||||
The
Pier Shops
at Caesars (77.5%)
|
6.01%
|
135,000
|
Interest
Only
|
05/11/17
|
135,000
|
4/13/2011
|
(9)
|
|||||
Regency
Square
|
6.75%
|
76,591
|
6,421
|
(1)
|
11/01/11
|
71,569
|
60
Days
Notice
|
(10)
|
||||
The
Mall at
Short Hills
|
5.47%
|
540,000
|
Interest
Only
|
12/14/15
|
540,000
|
01/01/11
|
(11)
|
|||||
Stony
Point
Fashion Park
|
6.24%
|
110,411
|
8,488
|
(1)
|
06/01/14
|
98,585
|
30
Days
Notice
|
(8)
|
||||
Twelve
Oaks
Mall
|
LIBOR+0.70%
|
60,000
|
(3) |
Interest
Only
|
02/14/11
|
(4)
|
60,000
|
2
Days
Notice
|
(5)
|
|||
The
Mall at
Wellington Green (90%)
|
5.44%
|
200,000
|
Interest
Only
|
05/06/15
|
200,000
|
30
Days
Notice
|
(8)
|
|||||
Other
Consolidated Secured
Debt
|
||||||||||||
TRG
Credit
Facility
|
Variable
Bank
Rate
|
(12)
|
12,045
|
Interest
Only
|
02/14/09
|
12,045
|
At
Any
Time
|
(5)
|
||||
Centers
Owned by Unconsolidated
Joint
Ventures/TRG’s %
Ownership
|
||||||||||||
Arizona
Mills
(50%)
|
7.90%
|
136,016
|
12,728
|
(1)
|
10/05/10
|
130,419
|
30
Days
Notice
|
(2)
|
||||
Fair
Oaks
(50%)
|
6.60%
|
140,000
|
Interest
Only
|
04/01/08
|
140,000
|
30
Days
Notice
|
(5)
|
|||||
The
Mall at
Millenia (50%)
|
5.46%
|
210,000
|
Interest
Only
|
(13)
|
04/09/13
|
195,255
|
30
Days
Notice
|
(2)
|
||||
Sunvalley
(50%)
|
5.67%
|
125,880
|
9,372
|
(1)
|
11/01/12
|
114,056
|
30
Days
Notice
|
(2)
|
||||
Taubman
Land
Associates (50%)
|
LIBOR+0.90%
|
(14)
|
30,000
|
Interest
Only
|
11/01/12
|
30,000
|
At
Any
Time
|
(5)
|
||||
Waterside
Shops at Pelican Bay (25%)
|
5.54%
|
165,000
|
Interest
Only
|
10/07/16
|
165,000
|
11/10/08
|
(10)
|
|||||
Westfarms
(79%)
|
6.10%
|
195,441
|
15,272
|
(1)
|
07/11/12
|
179,028
|
30
Days
Notice
|
(2)
|
(1)
|
Amortizing
principal based on 30 years.
|
(2)
|
No
defeasance
deposit required if paid within three months of maturity
date.
|
(3)
|
Subfacility
in
$550 million revolving line of credit. Facility may be increased
to $650
million subject to available lender commitments and additional secured
collateral.
|
(4)
|
The
maturity
date may be extended one year.
|
(5)
|
Prepayment
can
be made without penalty.
|
(6)
|
The
entity
that owns International Plaza has entered into a three-year swap
starting
1/08/08 to hedge the $325 million refinancing of International Plaza,
which closed 1/08/08. The $325 million debt is swapped to an all-in
rate
of 5.375% until initial maturity. The new loan has a 3-year term
with 2
one-year extension options and is interest-only except during the
second
one-year extension (if elected).
|
(7)
|
Debt
includes
$2.1 million of purchase accounting premium from acquisition, which
reduces the stated rate on the debt of 7.59% to an effective rate
of
6.90%.
|
(8)
|
No
defeasance
deposit required if paid within four months of maturity
date.
|
(9)
|
Loan
may be
defeased earlier of 2 years from the date the final note is securitized
or
4/13/11.
|
(10)
|
No
defeasance
deposit required if paid within six months of maturity
date.
|
(11)
|
Debt
may be
prepaid with a prepayment penalty equal to greater of yield maintenance
or
1% of principal prepaid. No prepayment penalty is due if prepaid
within
three months of maturity date. 30 days notice
required.
|
(12)
|
The
facility
is a $40 million line of credit and is secured by an indirect interest
in
40% of Short Hills.
|
(13)
|
Interest
only
through 4/9/08. Thereafter, principal will be amortized based on
30 years.
Annual debt service will be $14.245
million.
|
(14)
|
Debt
is
swapped at 5.05% + 0.90% credit spread to the maturity
date.
|
Market
Quotations
|
||||||||||||
2007
Quarter Ended
|
High
|
Low
|
Dividends
|
|||||||||
March
31
|
$ | 63.22 | $ | 50.33 | $ | 0.375 | ||||||
June
30
|
59.82 | 48.18 | 0.375 | |||||||||
September
30
|
56.34 | 47.07 | 0.375 | |||||||||
December
31
|
60.37 | 48.77 | 0.415 |
Market
Quotations
|
||||||||||||
2006
Quarter Ended
|
High
|
Low
|
Dividends
|
|||||||||
March
31
|
$ | 43.77 | $ | 35.61 | $ | 0.305 | ||||||
June
30
|
42.01 | 36.85 | 0.305 | |||||||||
September
30
|
44.42 | 39.43 | 0.305 | |||||||||
December
31
|
50.86 | 44.77 | 0.375 |
12/31/02
|
12/31/03
|
12/31/04
|
12/31/05
|
12/31/06
|
12/31/07
|
|||||||||||||||||||
Taubman
Centers Inc.
|
$ | 100.00 | $ | 134.00 | $ | 203.29 | $ | 244.70 | $ | 368.90 | $ | 367.54 | ||||||||||||
MSCI
US REIT
Index
|
100.00 | 136.74 | 179.80 | 201.61 | 274.03 | 227.95 | ||||||||||||||||||
NAREIT
Equity
Retail REIT Index
|
100.00 | 146.77 | 205.82 | 230.10 | 296.85 | 250.04 | ||||||||||||||||||
S&P
500
Index
|
100.00 | 128.68 | 142.68 | 149.69 | 173.33 | 182.85 |
Year
Ended
December 31
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(in
thousands
of dollars, except as noted)
|
||||||||||||||||||||
STATEMENT
OF
OPERATIONS DATA:
|
||||||||||||||||||||
Rents,
recoveries, and other shopping
center revenues
|
626,822 | 579,284 | 479,405 | 436,815 | 398,959 | |||||||||||||||
Income
before gain on disposition of
interest in center,discontinued operations,
and
minority and preferred
interests
|
116,236 | 95,140 | 57,432 | 59,970 | 31,292 | |||||||||||||||
Gain
on disposition of interest in
center (1)
|
52,799 | |||||||||||||||||||
Discontinued
operations (2)
|
328 | 50,881 | ||||||||||||||||||
Minority
interest in
TRG
|
(42,614 | ) | (36,870 | ) | (35,869 | ) | (35,694 | ) | (35,501 | ) | ||||||||||
TRG
preferred
distributions
|
(2,460 | ) | (2,460 | ) | (2,460 | ) | (12,244 | ) | (9,000 | ) | ||||||||||
Net
income (3)
|
63,124 | 45,117 | 71,735 | 12,378 | 37,836 | |||||||||||||||
Preferred
dividends
|
(14,634 | ) | (23,723 | ) | (27,622 | ) | (17,444 | ) | (16,600 | ) | ||||||||||
Net
income (loss) allocable to common
shareowners
|
48,490 | 21,394 | 44,113 | (5,066 | ) | 21,236 | ||||||||||||||
Income
(loss) from continuing
operations per common share
–
diluted
|
0.90 | 0.40 | 0.87 | (0.11 | ) | (0.13 | ) | |||||||||||||
Net
income (loss) per common share –
diluted
|
0.90 | 0.40 | 0.87 | (0.10 | ) | 0.41 | ||||||||||||||
Dividends
declared per common
share
|
1.540 | 1.290 | 1.160 | 1.095 | 1.050 | |||||||||||||||
Weighted
average number of common
shares outstanding
–basic
|
52,969,067 | 52,661,024 | 50,459,314 | 49,021,843 | 50,387,616 | |||||||||||||||
Weighted
average number of common
shares outstanding – diluted
|
53,622,017 | 52,979,453 | 50,530,139 | 49,021,843 | 50,387,616 | |||||||||||||||
Number
of common shares outstanding at
end of period
|
52,624,013 | 52,931,594 | 51,866,184 | 48,745,625 | 49,936,786 | |||||||||||||||
Ownership
percentage of TRG at end of
period
|
66 | % | 65 | % | 64 | % | 61 | % | 61 | % | ||||||||||
BALANCE
SHEET
DATA:
|
||||||||||||||||||||
Real
estate before accumulated
depreciation
|
3,781,136 | 3,398,122 | 3,081,324 | 2,936,964 | 2,519,922 | |||||||||||||||
Total
assets
|
3,151,307 | 2,826,622 | 2,797,580 | 2,632,434 | 2,186,970 | |||||||||||||||
Total
debt
|
2,700,980 | 2,319,538 | 2,089,948 | 1,930,439 | 1,495,777 | |||||||||||||||
SUPPLEMENTAL
INFORMATION:
|
||||||||||||||||||||
Funds
from Operations allocable to TCO
(3)(4)
|
155,376 | 136,736 | 110,578 | 103,070 | 87,325 | |||||||||||||||
Mall
tenant sales (5)
|
4,734,940 | 4,344,565 | 4,124,534 | 3,728,010 | 3,417,572 | |||||||||||||||
Sales
per square foot (5)(6)
|
555 | 529 | 508 | 466 | 441 | |||||||||||||||
Number
of shopping centers at end of
period
|
23 | 22 | 21 | 21 | 21 | |||||||||||||||
Ending
Mall GLA in thousands of square
feet
|
10,879 | 10,448 | 10,029 | 9,982 | 9,988 | |||||||||||||||
Leased
space (7)
|
93.8 | % | 92.5 | % | 91.7 | % | 90.7 | % | 89.8 | % | ||||||||||
Ending
occupancy
|
91.1 | % | 91.3 | % | 90.0 | % | 89.6 | % | 87.4 | % | ||||||||||
Average
occupancy
|
90.0 | % | 89.2 | % | 88.9 | % | 87.4 | % | 86.6 | % | ||||||||||
Average
base rent per square foot (6):
|
||||||||||||||||||||
Consolidated
businesses:
|
||||||||||||||||||||
All
mall tenants
|
$43.54 | $42.77 | $41.41 | $40.98 | $40.06 | |||||||||||||||
Stores
opening during
year
|
53.35 | 41.25 | 42.38 | 44.35 | 43.41 | |||||||||||||||
Stores
closing during
year
|
45.39 | 39.57 | 40.59 | 44.54 | 40.80 | |||||||||||||||
Unconsolidated
Joint
Ventures:
|
||||||||||||||||||||
All
mall tenants
|
$41.42 | $41.03 | $42.28 | $42.09 | $42.75 | |||||||||||||||
Stores
opening during
year
|
47.49 | 42.98 | 44.90 | 44.67 | 40.06 | |||||||||||||||
Stores
closing during
year
|
48.64 | 42.49 | 44.26 | 51.40 | 41.28 |
(1)
|
In
December
2005, a 50% owned unconsolidated joint venture sold its interest
in
Woodland for $177.4 million.
|
(2)
|
Biltmore
Fashion Park was sold in 2003. Discontinued operations in 2004 and
2003
include gains on dispositions of interests in centers of $0.3 million
and
$49.6 million, respectively.
|
(3)
|
Funds
from
Operations (FFO) is defined and discussed in MD&A – Presentation of
Operating Results. Net income in 2006 includes $3.1 million in connection
with the write-off of financing costs related to the respective pay-off
and refinancing of the loans on The Shops at Willow Bend and Dolphin.
In
addition to these charges, FFO in 2006 includes a $4.7 million charge
incurred in connection with the redemption of $113 million of the
Series A
Preferred Stock and $113 million of the Series I Preferred Stock.
Net
income in 2005 includes a $12.7 million charge incurred in connection
with
a prepayment premium and the write-off of financing costs related
to the
refinancing of The Mall at Short Hills, the pay-off of the Northlake
Mall
loan, and debt modifications in connection with the pay-off of the
loan on
The Mall at Oyster Bay. In addition to these charges, FFO in 2005
includes
a $3.1 million charge incurred in connection with the redemption
of $87
million of the Series A Preferred Stock. Net income and FFO in 2004
include insurance recoveries related to the unsolicited tender offer
of
$1.0 million, a $2.7 million charge incurred in connection with the
redemption of the Series C and D Preferred Equity, and a $5.7 million
restructuring loss. Net income and FFO include costs incurred in
connection with the unsolicited tender offer, net of recoveries,
of $24.8
million in 2003.
|
(4)
|
Reconciliations
of net income (loss) allocable to common shareowners to FFO for 2007,
2006, and 2005 are provided in MD&A – Presentation of Operating
Results. For 2004, net loss of $5.1 million, less the gain on dispositions
of interests in centers of $0.3 million, adding back depreciation
and
amortization of $139.8 million and minority interests in TRG of $35.7
million, arrives at TRG’s FFO of $170.1 million, of which TCO’s share was
$103.1 million. For 2003, net income of $21.2 million, less the gain
on
dispositions of interests in centers of $49.6 million, adding back
depreciation and amortization of $137.4 million and minority interests
in
TRG of $35.5 million, arrives at TRG’s FFO of $144.5 million, of which
TCO’s share was $87.3 million.
|
(5)
|
Based
on
reports of sales furnished by mall
tenants.
|
(6)
|
See
MD&A
for information regarding this
statistic.
|
(7)
|
Leased
space
comprises both occupied space and space that is leased but not yet
occupied.
|
2007
|
2006
|
2005
|
||||||||||
Mall
tenant
sales (in thousands of dollars)
|
4,734,940 | 4,344,565 | 4,124,534 | |||||||||
Sales
per
square foot (1)
|
555 | 529 | 508 | |||||||||
Consolidated
Businesses:
|
||||||||||||
Minimum
rents
|
8.9 | % | 9.1 | % | 9.3 | % | ||||||
Percentage
rents
|
0.4 | 0.4 | 0.4 | |||||||||
Expense
recoveries
|
4.9 | 4.9 | 4.6 | |||||||||
Mall
tenant occupancy costs as a
percentage of mall tenant sales
|
14.2 | % | 14.4 | % | 14.3 | % | ||||||
Unconsolidated
Joint Ventures:
|
||||||||||||
Minimum
rents
|
8.0 | % | 8.3 | % | 8.9 | % | ||||||
Percentage
rents
|
0.4 | 0.4 | 0.3 | |||||||||
Expense
recoveries
|
4.2 | 3.9 | 4.0 | |||||||||
Mall
tenant occupancy costs as a
percentage of mall tenant sales
|
12.6 | % | 12.6 | % | 13.2 | % |
(1)
|
Sales
per
square foot is presented for the comparable centers, including value
centers.
|
2007
|
2006
|
2005
|
||||||||||
Average
rent
per square foot:
|
||||||||||||
Consolidated
Businesses
|
$ | 43.54 | $ | 42.77 | $ | 41.41 | ||||||
Unconsolidated
Joint
Ventures
|
41.42 | 41.03 | 42.28 | |||||||||
Opening
base
rent per square foot:
|
||||||||||||
Consolidated
Businesses
|
$ | 53.35 | $ | 41.25 | $ | 42.38 | ||||||
Unconsolidated
Joint
Ventures
|
47.49 | 42.98 | 44.90 | |||||||||
Square
feet
of GLA opened:
|
||||||||||||
Consolidated
Businesses
|
885,982 | 1,007,419 | 682,305 | |||||||||
Unconsolidated
Joint
Ventures
|
383,880 | 306,461 | 400,477 | |||||||||
Closing
base
rent per square foot:
|
||||||||||||
Consolidated
Businesses
|
$ | 45.39 | $ | 39.57 | $ | 40.59 | ||||||
Unconsolidated
Joint
Ventures
|
48.64 | 42.49 | 44.26 | |||||||||
Square
feet
of GLA closed:
|
||||||||||||
Consolidated
Businesses
|
807,889 | 911,986 | 650,701 | |||||||||
Unconsolidated
Joint
Ventures
|
343,764 | 246,704 | 366,932 | |||||||||
Releasing
spread per square foot:
|
||||||||||||
Consolidated
Businesses
|
$ | 7.96 | $ | 1.68 | $ | 1.79 | ||||||
Unconsolidated
Joint
Ventures
|
(1.15 | ) | 0.49 | 0.64 |
2007
|
2006
|
2005
|
||||||||||
All
Centers:
|
||||||||||||
Leased
space
|
93.8 | % | 92.5 | % | 91.7 | % | ||||||
Ending
occupancy
|
91.1 | 91.3 | 90.0 | |||||||||
Average
occupancy
|
90.0 | 89.2 | 88.9 | |||||||||
Comparable
Centers:
|
||||||||||||
Leased
space
|
93.7 | % | 92.4 | % | 91.5 | % | ||||||
Ending
occupancy
|
91.4 | 91.3 | 90.2 | |||||||||
Average
occupancy
|
90.2 | 89.1 | 89.1 |
Total
2007
|
4th
Quarter
2007
|
3rd
Quarter
2007
|
2nd
Quarter
2007
|
1st
Quarter
2007
|
||||||||||||||||
(in
thousands
of dollars, except occupancy and leased space data)
|
||||||||||||||||||||
Mall
tenant
sales (1)
|
4,734,940 | 1,555,011 | 1,075,465 | 1,061,767 | 1,042,697 | |||||||||||||||
Revenues
and
gains on land sales,
interest
income, and
other:
|
||||||||||||||||||||
Consolidated
Businesses
|
630,417 | 180,212 | 151,791 | 152,997 | 145,417 | |||||||||||||||
Unconsolidated
Joint
Ventures
|
264,174 | 70,926 | 64,740 | 64,233 | 64,275 | |||||||||||||||
Occupancy:
|
||||||||||||||||||||
Ending-comparable
|
91.4 | % | 91.4 | % | 90.0 | % | 90.0 | % | 89.6 | % | ||||||||||
Average-comparable
|
90.2 | 91.0 | 89.9 | 89.8 | 89.7 | |||||||||||||||
Ending
|
91.1 | 91.1 | 89.9 | 89.9 | 89.7 | |||||||||||||||
Average
|
90.0 | 90.7 | 89.8 | 89.7 | 89.8 | |||||||||||||||
Leased
space:
|
||||||||||||||||||||
Comparable
|
93.7 | % | 93.7 | % | 93.3 | % | 92.5 | % | 92.0 | % | ||||||||||
All
centers
|
93.8 | 93.8 | 93.3 | 92.4 | 92.1 |
(1)
|
Based
on
reports of sales furnished by mall
tenants.
|
Total
2007
|
4th
Quarter
2007
|
3rd
Quarter
2007
|
2nd
Quarter
2007
|
1st
Quarter
2007
|
||||||||||||||||
Consolidated
Businesses:
|
||||||||||||||||||||
Minimum
rents
|
8.9 | % | 7.1 | % | 9.5 | % | 9.7 | % | 10.0 | % | ||||||||||
Percentage
rents
|
0.4 | 0.7 | 0.3 | 0.1 | 0.3 | |||||||||||||||
Expense
recoveries
|
4.9 | 4.2 | 5.0 | 5.8 | 5.1 | |||||||||||||||
Mall
tenant occupancy
costs
|
14.2 | % | 12.0 | % | 14.8 | % | 15.6 | % | 15.4 | % | ||||||||||
Unconsolidated
Joint Ventures:
|
||||||||||||||||||||
Minimum
rents
|
8.0 | % | 6.1 | % | 9.1 | % | 8.8 | % | 8.8 | % | ||||||||||
Percentage
rents
|
0.4 | 0.7 | 0.3 | 0.3 | 0.2 | |||||||||||||||
Expense
recoveries
|
4.2 | 3.6 | 4.7 | 4.5 | 4.0 | |||||||||||||||
Mall
tenant occupancy
costs
|
12.6 | % | 10.4 | % | 14.1 | % | 13.6 | % | 13.0 | % |
Shopping
Center
|
Date
|
Location
|
Ownership
|
The
Mall at
Partridge Creek
|
October
2007
|
Clinton
Township, Michigan
|
(1)
|
The
Pier
Shops at Caesars
|
June
2006
|
Atlantic
City, New Jersey
|
(2)
|
Northlake
Mall
|
September
2005
|
Charlotte,
North Carolina
|
Wholly-owned
|
Shopping
Center
|
Date
|
Location
|
Ownership
|
Stamford
Town
Center
|
November
2007
|
Stamford,
Connecticut
|
50%
owned
Unconsolidated Joint Venture
|
Twelve
Oaks
Mall
|
September
2007
|
Novi,
Michigan
|
Wholly-owned
|
Waterside
Shops at Pelican Bay
|
September
2006
|
Naples,
Florida
|
25%
owned
Unconsolidated Joint Venture
|
Shopping
Center
|
Date
|
Acquisition
|
Resulting
Ownership
|
The
Pier
Shops at Caesars
|
April
2007
|
(2)
|
77.5%
owned
consolidated joint venture
|
Land
under
Sunvalley
|
October
2006
|
50%
interest
|
50%
owned
unconsolidated joint venture
|
Shopping
Center
|
Date
|
Former
Ownership
|
Woodland
|
December
2005
|
50%
owned
unconsolidated joint venture
|
(1)
|
See
“Liquidity
and Capital Resources – Contractual Obligations – The Mall at Partridge
Creek Contractual Obligations”.
|
(2)
|
See
below.
|
Date
|
Initial
Loan
Balance/Facility
|
Stated
Interest
Rate
|
Maturity
Date(1)
|
|||||||
(in
millions
of dollars)
|
||||||||||
TRG
revolving
credit facility (2)
|
November
2007
|
550 |
LIBOR+0.70%
|
February
2011
|
||||||
The
Pier
Shops at Caesars
|
April
2007
|
135 |
6.01%
|
May
2017
|
||||||
Taubman
Land
Associates (Sunvalley)
|
December
2006
|
30 |
LIBOR+0.90%
(3)
|
November
2012
|
||||||
Waterside
Shops at Pelican Bay
|
September
2006
|
165 |
5.54%
|
October
2016
|
||||||
The
Mall at
Partridge Creek construction
facility (4)
|
September
2006
|
81 |
LIBOR+1.15%
|
September
2010
|
||||||
TRG
revolving
credit facility (5)
|
August
2006
|
350 |
LIBOR+0.70%
|
February
2009
|
||||||
Cherry
Creek
Shopping Center
|
May
2006
|
280 |
5.24%
|
June
2016
|
||||||
Northlake
Mall
|
February
2006
|
216 |
5.41%
|
February
2016
|
||||||
The
Mall at
Short Hills
|
December
2005
|
540 |
5.47%
|
December
2015
|
||||||
The
Mall at
Wellington Green
|
May
2005
|
200 |
5.44%
|
May
2015
|
(1)
|
Excludes
any
options to extend the maturities (see the footnotes to our financial
statements regarding extension
options).
|
(2)
|
In
November
2007, we increased the borrowing limit on the TRG revolving credit
facility by $200 million and extended the maturity date by two years,
with
a one-year extension option.
|
(3)
|
The
loan is
swapped at 5.95% (5.05% swap rate plus 0.90% credit spread) from
January
2, 2007 through the term of the
loan.
|
(4)
|
See
"Liquidity
and Capital Resources – Contractual
Obligations".
|
(5)
|
TRG
revolving
credit facility was amended in November
2007.
|
#
of shares
|
Amount
|
Price
per
share
|
Date
|
||||||||||
(in
millions of dollars)
|
|||||||||||||
Redemptions
and Repurchases:
|
|||||||||||||
Stock
repurchases (1)
|
987,180 | 50.0 | $50.65 |
August
2007
|
|||||||||
Stock
repurchases (1)
|
923,364 | 50.0 | 54.15 |
May
- June
2007
|
|||||||||
Redemption
of Series I Cumulative
Redeemable
Preferred Stock
(2)
|
4,520,000 | 113.0 | 25.00 |
June
2006
|
|||||||||
Redemption
of Series A Cumulative
Redeemable
Preferred Stock
(3)
|
4,520,000 | 113.0 | 25.00 |
May
2006
|
|||||||||
Redemption
of Series A Cumulative
Redeemable
Preferred Stock
(4)
|
3,480,000 | 87.0 | 25.00 |
July
2005
|
|||||||||
Issuances:
|
|||||||||||||
Issuance
of Series I Cumulative
Redeemable
Preferred Stock
(5)
|
4,520,000 | 113.0 | 25.00 |
May
2006
|
|||||||||
Issuance
of Series H Cumulative
Redeemable
Preferred Stock
(6)
|
3,480,000 | 87.0 | 25.00 |
July
2005
|
(1)
|
For
each
common share repurchased, a unit of TRG partnership interest is similarly
redeemed. See “Note 15 – Common and Preferred Stock and Equity of TRG” to
our consolidated financial statements regarding the repurchase of
our
common stock.
|
(2)
|
A
$0.6 million
charge was recognized upon redemption of this preferred stock, comprised
of the difference between the redemption price ($113.0 million) and
its
book value ($112.4 million).
|
(3)
|
A
$4.0 million
charge was recognized upon redemption of this preferred stock, comprised
of the difference between the redemption price ($113.0 million) and
its
book value ($109.0 million).
|
(4)
|
A
$3.1 million
charge was recognized upon redemption of this preferred stock, comprised
of the difference between the redemption price ($87.0 million) and
its
book value ($83.9 million).
|
(5)
|
Proceeds
were
used to redeem $113 million of our remaining 8.30% Series A Cumulative
Redeemable Preferred Stock.
|
(6)
|
Proceeds
were
used to redeem $87 million of our outstanding $200 million 8.30%
Series A
Cumulative Redeemable Preferred
Stock.
|
2007
|
2006
|
2005
|
||||||||||||||||||||||
Consolidated
Businesses
|
Unconsolidated
Joint Ventures
|
Consolidated
Businesses
|
Unconsolidated
Joint Ventures
|
Consolidated
Businesses
|
Unconsolidated
Joint Ventures
|
|||||||||||||||||||
(Operating
Partnership’s share in millions of dollars)
|
||||||||||||||||||||||||
Other
Income:
|
||||||||||||||||||||||||
Shopping
center related
revenues
|
23.1 | 2.5 | 21.9 | 2.6 | 20.7 | 3.2 | ||||||||||||||||||
Lease
cancellation
revenue
|
10.9 | 2.0 | 10.5 | 2.8 | 6.5 | 1.4 | ||||||||||||||||||
33.9 | 4.6 | 32.4 | 5.4 | 27.2 | 4.6 | |||||||||||||||||||
Gains
on Land
Sales, Interest Income, and Other:
|
||||||||||||||||||||||||
Gains
on sales of peripheral
land
|
0.7 | 4.1 | 4.4 | |||||||||||||||||||||
Interest
income
|
2.2 | 0.8 | 5.2 | 0.6 | 1.6 | 0.4 | ||||||||||||||||||
Gains
on discontinued
hedges
|
0.2 | |||||||||||||||||||||||
3.1 | 0.8 | 9.3 | 0.6 | 6.0 | 0.4 |
(1)
|
Amounts
in
this table may not add due to
rounding.
|
2007
|
2006
|
|||
CONSOLIDATED
BUSINESSES
|
UNCONSOLIDATED
JOINT
VENTURES
AT
100%(1)
|
CONSOLIDATED
BUSINESSES
|
UNCONSOLIDATED
JOINT
VENTURES
AT
100%(1)
|
REVENUES:
|
||||||||||||||||
Minimum
rents
|
329.4 | 150.9 | 311.2 | 148.8 | ||||||||||||
Percentage
rents
|
14.8 | 8.4 | 14.7 | 8.0 | ||||||||||||
Expense
recoveries
|
228.4 | 94.9 | 206.2 | 85.6 | ||||||||||||
Management,
leasing and
development services
|
16.5 | 11.8 | ||||||||||||||
Other
|
37.7 | 8.4 | 35.4 | 9.7 | ||||||||||||
Total
revenues
|
626.8 | 262.6 | 579.3 | 252.2 | ||||||||||||
EXPENSES:
|
||||||||||||||||
Maintenance,
taxes, and
utilities
|
175.9 | 66.6 | 152.9 | 64.3 | ||||||||||||
Other
operating
|
69.6 | 20.7 | 71.6 | 26.3 | ||||||||||||
Management,
leasing and
development services
|
9.1 | 5.7 | ||||||||||||||
General
and
administrative
|
30.4 | 30.3 | ||||||||||||||
Interest
expense (2)
|
131.7 | 66.2 | 128.6 | 57.6 | ||||||||||||
Depreciation
and amortization
(3)
|
137.9 | 39.4 | 138.0 | 45.8 | ||||||||||||
Total
expenses
|
554.7 | 193.0 | 527.1 | 193.9 | ||||||||||||
Gains
on land sales, interest income, and other
|
3.6 | 1.6 | 9.5 | 1.3 | ||||||||||||
75.7 | 71.2 | 61.6 | 59.6 | |||||||||||||
Equity
in income of Unconsolidated Joint Ventures (3)
|
40.5 | 33.5 | ||||||||||||||
Income
before minority and preferred interests
|
116.2 | 95.1 | ||||||||||||||
Minority
and preferred interests:
|
||||||||||||||||
TRG
preferred
distributions
|
(2.5 | ) | (2.5 | ) | ||||||||||||
Minority
share of income of
consolidated joint ventures
|
(5.0 | ) | (5.8 | ) | ||||||||||||
Distributions
in excess of
minority share of income of consolidated
joint ventures
|
(3.0 | ) | (4.9 | ) | ||||||||||||
Minority
share of income of
TRG
|
(33.2 | ) | (22.8 | ) | ||||||||||||
Distributions
in excess of
minority share of income of TRG
|
(9.4 | ) | (14.1 | ) | ||||||||||||
Net
income
|
63.1 | 45.1 | ||||||||||||||
Preferred
dividends (4)
|
(14.6 | ) | (23.7 | ) | ||||||||||||
Net
income allocable to common shareowners
|
48.5 | 21.4 | ||||||||||||||
SUPPLEMENTAL
INFORMATION:
|
||||||||||||||||
EBITDA
- 100%
|
345.3 | 176.8 | 328.2 | 162.9 | ||||||||||||
EBITDA
- outside partners' share
|
(36.6 | ) | (80.0 | ) | (33.2 | ) | (71.4 | ) | ||||||||
Beneficial
interest in EBITDA
|
308.7 | 96.8 | 295.0 | 91.6 | ||||||||||||
Beneficial
interest expense
|
(117.4 | ) | (33.3 | ) | (115.8 | ) | (31.2 | ) | ||||||||
Non-real
estate depreciation
|
(2.7 | ) | (2.9 | ) | ||||||||||||
Preferred
dividends and distributions
|
(17.1 | ) |
|
(26.2 | ) |
|
||||||||||
Funds
from Operations contribution
|
171.6 | 63.5 | 150.0 | 60.4 |
(1)
|
With
the
exception of the Supplemental Information, amounts include 100% of
the
Unconsolidated Joint Ventures. Amounts are net of intercompany
transactions. The Unconsolidated Joint Ventures are presented at
100% in
order to allow for measurement of their performance as a whole, without
regard to our ownership interest. In our consolidated financial
statements, we account for investments in the Unconsolidated Joint
Ventures under the equity method.
|
(2)
|
Interest
expense for 2006 includes charges of $3.1 million in connection with
the
write-off of financing costs related to the respective pay off and
refinancing of the loans on Willow Bend and Dolphin when the loans
became
prepayable without penalty, in the first and third quarters of 2006,
respectively.
|
(3)
|
Amortization
of the additional basis included in depreciation and amortization
was $4.9
million in both 2007 and 2006. Also, amortization of our additional
basis
in the Operating Partnership included in equity in income of
Unconsolidated Joint Ventures was $1.9 million in both 2007 and
2006.
|
(4)
|
Preferred
dividends for 2006 include $4.7 million of charges recognized in
connection with the redemption of the remaining Series A and Series
I
Preferred Stock.
|
(5)
|
Amounts
in
this table may not add due to
rounding.
|
2006
|
2005
|
|||
CONSOLIDATED
BUSINESSES
|
UNCONSOLIDATED
JOINT
VENTURES
AT
100%(1)
|
CONSOLIDATED
BUSINESSES
|
UNCONSOLIDATED
JOINT
VENTURES
AT
100%(1)
|
REVENUES:
|
||||||||||||||||
Minimum
rents
|
311.2 | 148.8 | 262.1 | 184.5 | ||||||||||||
Percentage
rents
|
14.7 | 8.0 | 9.8 | 8.1 | ||||||||||||
Expense
recoveries
|
206.2 | 85.6 | 164.6 | 104.1 | ||||||||||||
Management,
leasing and
development services
|
11.8 | 13.8 | ||||||||||||||
Other
|
35.4 | 9.7 | 29.0 | 8.7 | ||||||||||||
Total
revenues
|
579.3 | 252.2 | 479.4 | 305.4 | ||||||||||||
EXPENSES:
|
||||||||||||||||
Maintenance,
taxes, and
utilities
|
152.9 | 64.3 | 126.4 | 71.3 | ||||||||||||
Other
operating
|
71.6 | 26.3 | 57.7 | 29.6 | ||||||||||||
Management,
leasing and
development services
|
5.7 | 9.1 | ||||||||||||||
General
and
administrative
|
30.3 | 27.7 | ||||||||||||||
Interest
expense (2)
|
128.6 | 57.6 | 121.6 | 67.6 | ||||||||||||
Depreciation
and amortization
(3)
|
138.0 | 45.8 | 128.4 | 54.8 | ||||||||||||
Total
expenses
|
527.1 | 193.9 | 470.9 | 223.3 | ||||||||||||
Gains
on land sales, interest income, and other
|
9.5 | 1.3 | 6.5 | 0.8 | ||||||||||||
61.6 | 59.6 | 15.0 | 82.9 | |||||||||||||
Equity
in income of Unconsolidated Joint Ventures (3)(4)
|
33.5 | 42.5 | ||||||||||||||
Income
before gain on disposition of interest in center and minority
and preferred interests
|
95.1 | 57.4 | ||||||||||||||
Gain
on disposition of interest in center (4)
|
52.8 | |||||||||||||||
Minority
and preferred interests:
|
||||||||||||||||
TRG
preferred
distributions
|
(2.5 | ) | (2.5 | ) | ||||||||||||
Minority
share of income of
consolidated joint ventures
|
(5.8 | ) | (0.0 | ) | ||||||||||||
Distributions
in excess of
minority share of income of consolidated
joint ventures
|
(4.9 | ) | (0.2 | ) | ||||||||||||
Minority
share of income of
TRG
|
(22.8 | ) | (40.4 | ) | ||||||||||||
Distributions
less than (in
excess of) minority share of
income of TRG
|
(14.1 | ) | 4.5 | |||||||||||||
Net
income
|
45.1 | 71.7 | ||||||||||||||
Preferred
dividends (5)
|
(23.7 | ) | (27.6 | ) | ||||||||||||
Net
income allocable to common shareowners
|
21.4 | 44.1 | ||||||||||||||
SUPPLEMENTAL
INFORMATION:
|
||||||||||||||||
EBITDA
- 100%
|
328.2 | 162.9 | 265.0 | 205.3 | ||||||||||||
EBITDA
- outside partners' share
|
(33.2 | ) | (71.4 | ) | (14.9 | ) | (91.9 | ) | ||||||||
Beneficial
interest in EBITDA
|
295.0 | 91.6 | 250.1 | 113.5 | ||||||||||||
Beneficial
interest expense
|
(115.8 | ) | (31.2 | ) | (116.1 | ) | (37.6 | ) | ||||||||
Non-real
estate depreciation
|
(2.9 | ) | (2.1 | ) | ||||||||||||
Preferred
dividends and distributions
|
(26.2 | ) |
|
(30.1 | ) |
|
||||||||||
Funds
from Operations contribution
|
150.0 | 60.4 | 101.8 | 75.9 |
(1)
|
With
the
exception of the Supplemental Information, amounts include 100% of
the
Unconsolidated Joint Ventures. Amounts are net of intercompany
transactions. The Unconsolidated Joint Ventures are presented at
100% in
order to allow for measurement of their performance as a whole, without
regard to our ownership interest. In our consolidated financial
statements, we account for investments in the Unconsolidated Joint
Ventures under the equity method.
|
(2)
|
Interest
expense for 2006 includes charges of $3.1 million in connection with
the
write-off of financing costs related to the respective pay off and
refinancing of the loans on Willow Bend and Dolphin when the loans
became
prepayable without penalty, in the first and third quarters of 2006,
respectively. Interest expense for 2005 includes a $12.7 million
charge
incurred in connection with a prepayment premium and the write-off
of
financing costs related to the refinancing of Short Hills, the pay-off
of
the Northlake loan, and the debt modifications in connection with
the
pay-off of the Oyster Bay loan.
|
(3)
|
Amortization
of the additional basis included in depreciation and amortization
was $4.9
million and $4.3 million in 2006 and 2005, respectively. Also,
amortization of our additional basis in the Operating Partnership
included
in equity in income of Unconsolidated Joint Ventures was $1.9 million
and
$3.0 million in 2006 and 2005,
respectively.
|
(4)
|
During
2005, a
50% owned unconsolidated joint venture sold its interest in Woodland.
Our
equity in the gain on the sale is separately presented on the income
statement, and is therefore excluded from the equity in income of
Unconsolidated Joint Ventures line
item.
|
(5)
|
Preferred
dividends for 2006 include $4.7 million of charges recognized in
connection with the redemption of the remaining Series A and Series
I
Preferred Stock. Preferred dividends for 2005 include a $3.1 million
charge recognized in connection with the partial redemption of the
Series
A Preferred Stock.
|
(6)
|
Amounts
in
this table may not add due to
rounding.
|
2007
|
2006
|
2005
|
||||||||||
(in
millions
of dollars, except as indicated)
|
||||||||||||
Net
income
allocable to common shareowners
|
48.5 | 21.4 | 44.1 | |||||||||
Add
(less)
depreciation and gains on dispositions of properties:
|
||||||||||||
Gains
on dispositions of interests in
centers
|
(52.8 | ) | ||||||||||
Depreciation
and amortization (1):
|
||||||||||||
Consolidated
businesses at
100%
|
137.9 | 138.0 | 128.4 | |||||||||
Minority
partners in consolidated joint
ventures
|
(17.3 | ) | (14.6 | ) | (9.3 | ) | ||||||
Share
of unconsolidated joint
ventures
|
23.0 | 26.9 | 33.4 | |||||||||
Non-real
estate
depreciation
|
(2.7 | ) | (2.9 | ) | (2.1 | ) | ||||||
Add
minority
interests in TRG:
|
||||||||||||
Minority
share of income in
TRG
|
33.2 | 22.8 | 40.4 | |||||||||
Distributions
(less than) in excess of
minority share of income of TRG
|
9.4 | 14.1 | (4.5 | ) | ||||||||
Distributions
in excess of minority
share of income of consolidated joint
ventures
|
3.0 | 4.9 | 0.2 | |||||||||
Funds
from
Operations
|
235.1 | 210.4 | 177.7 | |||||||||
TCO’s
average
ownership percentage of TRG
|
66.1 | % | 65.0 | % | 62.2 | % | ||||||
Funds
from
Operations allocable to TCO
|
155.4 | 136.7 | 110.6 |
(1)
|
Depreciation
and amortization includes $11.3 million, $10.2 million, and $10.1
million
of mall tenant allowance amortization for the years ended December
31,
2007, 2006, and 2005, respectively.
|
(2)
|
Amounts
in
this table may not add due to
rounding.
|
2007
|
2006
|
2005
|
||||||||||
(in
millions
of dollars, except as indicated)
|
||||||||||||
Net
income
|
63.1 | 45.1 | 71.7 | |||||||||
Add
(less)
depreciation and gains on dispositions of properties:
|
||||||||||||
Gains
on dispositions of interests in
centers
|
(52.8 | ) | ||||||||||
Depreciation
and
amortization:
|
||||||||||||
Consolidated
businesses at
100%
|
137.9 | 138.0 | 128.4 | |||||||||
Minority
partners in consolidated joint
ventures
|
(17.3 | ) | (14.6 | ) | (9.3 | ) | ||||||
Share
of unconsolidated joint
ventures
|
23.0 | 26.9 | 33.4 | |||||||||
Add
(less)
preferred interests and interest expense:
|
||||||||||||
Preferred
distributions
|
2.5 | 2.5 | 2.5 | |||||||||
Interest
expense:
|
||||||||||||
Consolidated
businesses at
100%
|
131.7 | 128.6 | 121.6 | |||||||||
Minority
partners in consolidated joint
ventures
|
(14.3 | ) | (12.9 | ) | (5.5 | ) | ||||||
Share
of unconsolidated joint
ventures
|
33.3 | 31.2 | 37.6 | |||||||||
Add
minority
interests in TRG:
|
||||||||||||
Minority
share of income in
TRG
|
33.2 | 22.8 | 40.4 | |||||||||
Distributions
(less than) in excess of
minority share of income of TRG
|
9.4 | 14.1 | (4.5 | ) | ||||||||
Distributions
in excess of minority
share of income of consolidated joint
ventures
|
3.0 | 4.9 | 0.2 | |||||||||
Beneficial
interest in EBITDA
|
405.6 | 386.5 | 363.5 | |||||||||
TCO’s
average
ownership percentage of TRG
|
66.1 | % | 65.0 | % | 62.2 | % | ||||||
Beneficial
interest in EBITDA allocable to TCO
|
268.0 | 251.1 | 226.4 |
(1)
|
Amounts
in
this table may not add due to
rounding.
|
·
|
Completed
financings of approximately $335 million relating to a $200 million
increase in our revolving line of credit and the refinancing of The
Pier
Shops.
|
·
|
Repurchased
1.0 million shares at an average price of $50.65 per share under
our
current repurchase program. An additional $50 million remains under
our
current authorization.
|
·
|
Repurchased
0.9 million shares at an average price of $54.15 per share under
our
previous repurchase program.
|
·
|
Increased
our
ownership in The Pier Shops to a 77.5% controlling
interest.
|
·
|
Opened
Partridge Creek and completed expansions at Twelve Oaks and
Stamford.
|
·
|
Continued
to
be active in construction and development activities for both existing
centers and centers currently under
development.
|
Amount
|
Interest
Rate
Including
Spread
|
|||||||||
(in
millions
of dollars)
|
||||||||||
Fixed
rate
debt
|
2,564.4 | 5.68 | % | (1) | ||||||
Floating
rate
debt:
|
||||||||||
Swapped
through October
2012
|
15.0 | 5.95 | % | |||||||
Floating
month to month
|
354.2 | 5.94 | % | (1) | ||||||
Total
floating rate
debt
|
369.2 | 5.94 | % | (1) | ||||||
Total
beneficial interest in debt
|
2,933.5 | 5.71 | % | (1) | ||||||
Amortization
of financing costs (2)
|
0.16 | % | ||||||||
Average
all-in rate
|
5.87 | % |
(1)
|
Represents
weighted average interest rate before amortization of financing
costs.
|
(2)
|
Financing
costs include financing fees, interest rate cap premiums, and losses
on
settlement of derivatives used to hedge the refinancing of certain
fixed
rate debt.
|
(3)
|
Amounts
in
table may not add due to rounding.
|
Payments
due
by period
|
||||||||||||||||||||
Total
|
Less
than 1
year (2008)
|
1-3
years
(2009-2010)
|
3-5
years
(2011-2012)
|
More
than 5
years (2013+)
|
||||||||||||||||
(in
millions
of dollars)
|
||||||||||||||||||||
Debt
(1)
|
2,701.0 | 188.6 | 229.7 | 374.1 | 1,908.6 | |||||||||||||||
Interest
payments (1)
|
921.8 | 146.5 | 284.4 | 218.6 | 272.5 | |||||||||||||||
Capital
lease
obligations
|
6.0 | 3.1 | 2.7 | 0.2 | ||||||||||||||||
Operating
leases
|
446.8 | 10.1 | 20.7 | 15.5 | 400.5 | |||||||||||||||
Purchase
obligations:
|
||||||||||||||||||||
Planned
capital spending (2)
|
105.4 | 105.4 | ||||||||||||||||||
Other
purchase obligations (3)
|
20.6 | 3.5 | 6.4 | 5.2 | 5.4 | |||||||||||||||
Other
long-term liabilities (4)
|
73.4 | 1.0 | 4.8 | 1.8 | 65.8 | |||||||||||||||
Total
|
4,275.0 | 458.2 | 548.7 | 615.4 | 2,652.8 |
(1)
|
The
settlement
periods for debt do not consider extension options. Amounts relating
to
interest on floating rate debt are calculated based on the debt balances
and interest rates as of December 31,
2007.
|
(2)
|
As
of December
31, 2007, we were contractually committed for $23.5 million of this
planned spending. See “Planned Capital Spending” for detail regarding
planned spending.
|
(3)
|
Excludes
purchase agreements with cancellation provisions of 90 days or
less.
|
(4)
|
Other
long-term liabilities consist of various accrued liabilities, most
significantly assessment bond obligations and long-term incentive
compensation.
|
(5)
|
Amounts
in
this table may not add due to
rounding.
|
2007
(1)
|
||||||||||||||||
Consolidated
Businesses
|
Beneficial
Interest
in
Consolidated Businesses
|
Unconsolidated
Joint
Ventures
|
Beneficial
Interest in Unconsolidated
Joint
Ventures
|
|||||||||||||
(in
millions
of dollars)
|
||||||||||||||||
New
Development Projects:
|
||||||||||||||||
Pre-construction
development activities
(2)
|
30.6 | 30.1 | ||||||||||||||
New
centers (3)
|
87.7 | 87.1 | ||||||||||||||
Existing
Centers:
|
||||||||||||||||
Renovation
projects with incremental
GLA and/or
anchor
replacement (4)
|
53.7 | 51.0 | 68.0 | 27.6 | ||||||||||||
Renovations
with no incremental GLA
effect and
other
|
3.0 | 2.9 | 4.0 | 2.3 | ||||||||||||
Mall
tenant allowances (5)
|
18.5 | 17.1 | 1.8 | 1.0 | ||||||||||||
Asset
replacement costs reimbursable by
tenants
|
34.0 | 32.6 | 4.7 | 2.7 | ||||||||||||
Corporate
office improvements and equipment
|
1.8 | 1.8 | ||||||||||||||
Additions
to
properties
|
229.2 | 222.6 | 78.6 | 33.5 |
(1)
|
Costs
are net
of intercompany profits and are computed on an accrual
basis.
|
(2)
|
Primarily
includes costs to acquire and improve land for future development
in North
Atlanta, Georgia, and project costs of Oyster
Bay.
|
(3)
|
Includes
costs
related to Partridge Creek and The Pier Shops (subsequent to the
acquisition).
|
(4)
|
Includes
costs
related to the renovation at Stamford Town Center and the expansion
at
Twelve Oaks.
|
(5)
|
Excludes
initial lease-up costs.
|
(6)
|
Amounts
in
this table may not add due to
rounding.
|
(in
millions
of dollars)
|
||||
Consolidated
Businesses’ capital spending
|
229.2 | |||
Differences
between cash and accrual basis
|
(9.4 | ) | ||
Additions
to
properties
|
219.8 |
2006
(1)
|
||||||||||||||||
Consolidated
Businesses
|
Beneficial
Interest
in
Consolidated Businesses
|
Unconsolidated
Joint Ventures
|
Beneficial
Interest in Unconsolidated
Joint
Ventures
|
|||||||||||||
(in
millions
of dollars)
|
||||||||||||||||
New
Development Projects:
|
||||||||||||||||
Pre-construction
development activities
(2)
|
25.6 | 25.6 | ||||||||||||||
New
centers (3)
|
41.4 | 41.4 | ||||||||||||||
Existing
Centers:
|
||||||||||||||||
Renovation
projects with incremental
GLA and/or
anchor
replacement (4)
|
38.8 | 38.8 | 33.2 | 9.9 | ||||||||||||
Renovations
with no incremental GLA
effect and
other
|
9.0 | 8.7 | 4.9 | 2.4 | ||||||||||||
Mall
tenant allowances (5)
|
14.6 | 14.1 | 5.1 | 2.5 | ||||||||||||
Asset
replacement costs reimbursable by
tenants
|
14.0 | 12.9 | 5.3 | 3.0 | ||||||||||||
Corporate
office improvements and equipment
|
8.6 | 8.6 |
|
|
||||||||||||
Additions
to
properties
|
151.9 | 150.0 | 48.5 | 17.9 |
(1)
|
Costs
are net
of intercompany profits and are computed on an accrual
basis.
|
(2)
|
Primarily
includes project costs of Oyster
Bay.
|
(3)
|
Includes
costs
related to Partridge Creek.
|
(4)
|
Includes
costs
related to renovations and expansions at Stamford Town Center, Twelve
Oaks, and Waterside.
|
(5)
|
Excludes
initial lease-up costs.
|
(6)
|
Amounts
in
this table may not add due to
rounding.
|
2008
(1)
|
||||||||||||||||
Consolidated
Businesses
|
Beneficial
Interest
in
Consolidated Businesses
|
Unconsolidated
Joint Ventures
|
Beneficial
Interest
in
Unconsolidated Joint Ventures
|
|||||||||||||
(in
millions
of dollars)
|
||||||||||||||||
New
development projects(2)
|
24.2 | 24.2 | ||||||||||||||
Existing
centers(3)
|
79.4 | 70.6 | 23.2 | 14.3 | ||||||||||||
Corporate
office improvements and equipment
|
1.8 | 1.8 | ||||||||||||||
Total
|
105.4 | 96.6 | 23.2 | 14.3 |
(1)
|
Costs
are net
of intercompany profits.
|
(2)
|
Primarily
includes costs related to Oyster Bay. Excludes $54 million paid in
2008
relating to the Macao project.
|
(3)
|
Primarily
includes costs related to the renovation at Fairlane, mall tenant
allowances, and asset replacement costs reimbursable by
tenants.
|
(4)
|
Amounts
in
this table may not add due to
rounding.
|
Number
of
Securities
to
be
Issued
Upon
Exercise
of
Outstanding
Options, Warrants, and Rights
|
Weighted-
Average Exercise Price of Outstanding Options, Warrants, and
Rights
|
Number
of
Securities Remaining Available for Future Issuances Under Equity
Compensation Plans (Excluding Securities Reflected in Column
(a))
|
||||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity
compensation plans approved by security holders: (1)
|
||||||||||||
Incentive
Option Plan
|
1,330,646 | $ | 36.54 | 887,736 | ||||||||
The Taubman Company 2005 Long-Term Incentive Plan
|
358,297 | (2) | 1,125,885 | |||||||||
1,688,943 | 36.54 | 2,013,621 | ||||||||||
Equity
compensation plan not approved by security holders - (3)
|
||||||||||||
Non-Employee Directors’ Deferred Compensation Plan
|
14,988 | (4) | (5) | |||||||||
1,703,931 | $ | 36.54 | 2,013,621 |
(1)
|
Consists
of
TRG's 1992 Incentive Option Plan, as amended, and The Taubman Company
2005
Long-Term Incentive Plan. Under the 1992 Incentive Option Plan, employees
receive Units of Partnership Interest in TRG upon the exercise of
their
vested options, and each Unit can be converted into one share of
Common
Stock under the Continuing Offer. Excludes 871,262 deferred units,
the
receipt of which were deferred by Robert S. Taubman at the time he
exercised options in 2002; the options were initially granted under
TRG's
1992 Incentive Option Plan (See Note 14 to our consolidated financial
statements included at Item 15 (a) (1)). Under The Taubman Company
2005
Long-Term Incentive Plan, employees receive restricted stock units,
which
represent the right to one share of Common Stock upon vesting. The
Taubman
Centers, Inc. Non-Employee Directors' Stock Grant Plan was also approved
by security holders, but is not included in the table above because
issuances under such plan consist of stock grants with no exercise
price
and such plan does not have a limit on the aggregate number of shares
that
can be issued thereunder. Under the Taubman Centers, Inc. Non-Employee
Directors' Stock Grant Plan, non-employee directors received grants
of
Common Stock on a quarterly basis having a value of
$12,500.
|
(2)
|
Excludes
restricted stock units issued under The Taubman Company 2005 Long-Term
Incentive Plan because they are converted into Common Stock on a
one-for-one basis at no additional
cost.
|
(3)
|
Consists
of
the Company's Non-Employee Directors' Deferred Compensation Plan,
which
was approved by the Board in May 2005. The Deferred Compensation
Plan
gives each non-employee director of the Company the right to defer
the
receipt of all or a portion of his or her annual director retainer
until
the termination of such director's service on the Board and for such
deferred compensation to be denominated in restricted stock units.
The
number of restricted stock units received equals the deferred retainer
fee
divided by the fair market value of the common stock on the business
day
immediately before the date the director would otherwise have been
entitled to receive the retainer fee. The restricted stock units
represent
the right to receive equivalent shares of Common Stock at the end
of the
deferral period. During the deferral period, when the Company pays
cash
dividends on the Common Stock, the directors' deferral accounts are
credited with dividend equivalents on their deferred restricted stock
units, payable in additional restricted stock units based on the
then-fair
market value of the Common Stock. Each Director's account is 100%
vested
at all times.
|
(4)
|
The
restricted
stock units are excluded because they are converted into Common Stock
on a
one-for-one basis at no additional
cost.
|
(5)
|
The
number of
securities available for future issuance is unlimited and will reflect
whether non-employee directors elect to defer all or a portion of
their
annual retainers.
|
15(a)(1)
|
The
following
financial statements of Taubman Centers, Inc. and the Reports of
Independent Registered Public Accounting Firm thereon are filed with
this
report:
|
TAUBMAN
CENTERS, INC.
|
Page
|
Management's
Annual Report on Internal Control Over Financial Reporting
|
F-2
|
Reports
of
Independent Registered Public Accounting Firm
|
F-3
|
Consolidated
Balance Sheet as of December 31, 2007 and 2006
|
F-5
|
Consolidated
Statement of Operations for the years ended December 31,
2007,
2006,
and 2005
|
F-6
|
Consolidated
Statement of Shareowners' Equity for the years ended December
31,
2007,
2006, and 2005
|
F-7
|
Consolidated
Statement of Cash Flows for the years ended December 31,
2007,
2006,
and 2005
|
F-8
|
Notes
to
Consolidated Financial Statements
|
F-9
|
15(a)(2)
|
The
following
is a list of the financial statement schedules required by Item
15(d):
|
TAUBMAN
CENTERS, INC.
|
|
Schedule
II -
Valuation and Qualifying Accounts for the years ended December
31,
2007,
2006, and 2005
|
F-35
|
Schedule
III
- Real Estate and Accumulated Depreciation as of December 31,
2007
|
F-36
|
15(a)(3)
|
3(a)
|
--
|
Restated
By-Laws of Taubman Centers, Inc. (incorporated herein by reference
to
Exhibit 3 filed with the Registrant's Quarterly Report on Form 10-Q
for
the quarter ended June 30, 2005.
|
3(b)
|
--
|
Restated
Articles of Incorporation of Taubman Centers, Inc. (incorporated
herein by
reference to Exhibit 3 filed with the Registrant's Quarterly Report
on
Form 10-Q for the quarter ended June 30, 2006).
|
4(a)
|
--
|
Loan
Agreement dated as of January 15, 2004 among La Cienega Associates,
as
Borrower, Column Financial, Inc., as Lender (incorporated herein
by
reference to Exhibit 4 filed with the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004 ("2004 First Quarter
Form
10-Q")).
|
4(b)
|
--
|
Assignment
of
Leases and Rents, La Cienega Associates, Assignor, and Column Financial,
Inc., Assignee, dated as of January 15, 2004 (incorporated herein
by
reference to Exhibit 4 filed with the 2004 First Quarter Form
10-Q).
|
4(c)
|
--
|
Leasehold
Deed of Trust, with Assignment of Leases and Rents, Fixture Filing,
and
Security Agreement, dated as of January 15, 2004, from La Cienega
Associates, Borrower, to Commonwealth Land Title Company, Trustee,
for the
benefit of Column Financial, Inc., Lender (incorporated herein by
reference to Exhibit 4 filed with the 2004 First Quarter Form
10-Q).
|
4(d)
|
--
|
Amended
and
Restated Promissory Note A-1, dated December 14, 2005, by Short Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.1 filed with the Registrant’s Current Report on
Form 8-K dated December 16, 2005).
|
4(e)
|
--
|
Amended
and
Restated Promissory Note A-2, dated December 14, 2005, by Short Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.2 filed with the Registrant’s Current Report on
Form 8-K dated December 16, 2005).
|
4(f)
|
--
|
Amended
and
Restated Promissory Note A-3, dated December 14, 2005, by Short Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.3 filed with the Registrant’s Current Report on
Form 8-K dated December 16,
2005).
|
4(g)
|
--
|
Amended
and
Restated Mortgage, Security Agreement and Fixture Filings, dated
December
14, 2005 by Short Hills Associates L.L.C. to Metropolitan Life Insurance
Company (incorporated by reference to Exhibit 4.4 filed with the
Registrant’s Current Report on Form 8-K dated December 16,
2005).
|
|
4(h)
|
--
|
Amended
and
Restated Assignment of Leases, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.5 filed with the Registrant’s Current Report on
Form 8-K dated December 16, 2005).
|
|
4(i)
|
--
|
Amended
and
Restated Secured Revolving Credit Agreement, dated as of August 9,
2006,
by and among Dolphin Mall Associates Limited Partnership, Fairlane
Town
Center LLC and Twelve Oaks Mall, LLC, as Borrowers, Eurohypo AG,
New York
Branch, as Administrative Agent and Lead Arranger, and the various
lenders
and agents on the signature pages thereto (incorporated herein by
reference to Exhibit 4.1 filed with the Registrant’s Current Report on
Form 8-K dated August 9, 2006).
|
|
4(j)
|
--
|
Second
Amended and Restated Secured Revolving Credit Agreement, dated as
of
November 1, 2007, by and among Dolphin Mall Associates Limited
Partnership, Fairlane Town Center LLC and Twelve Oaks Mall, LLC,
as
Borrowers, Eurohypo AG, New York Branch, as Administrative Agent
and Lead
Arranger, and the various lenders and agents on the signature pages
thereto (incorporated herein by reference to Exhibit 4.1 filed with
the
Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
|
4(k)
|
--
|
Second
Amended and Restated Mortgage, Assignment of Leases and Rents and
Security
Agreement, dated as of August 9, 2006, by and between Dolphin Mall
Associates Limited Partnership and Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.5
filed with the Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
|
4(l)
|
--
|
Third
Amended
and Restated Mortgage, Assignment of Leases and Rents and Security
Agreement, dated as of November 1, 2007, by and between Dolphin Mall
Associates Limited Partnership and Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.5
filed with the Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
|
4(m)
|
--
|
Amended
and
Restated Mortgage, dated as of August 9, 2006, by and between Fairlane
Town Center LLC and Eurohypo AG, New York Branch, as Administrative
Agent
(incorporated herein by reference to Exhibit 4.3 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
|
4(n)
|
--
|
Second
Amended and Restated Mortgage, dated as of November 1, 2007, by and
between Fairlane Town Center LLC and Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.3
filed with the Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
|
4(o)
|
--
|
Amended
and
Restated Mortgage, dated as of August 9, 2006, by and between Twelve
Oaks
Mall, LLC and Eurohypo AG, New York Branch, as Administrative Agent
(incorporated herein by reference to Exhibit 4.4 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
|
4(p)
|
--
|
Second
Amended and Restated Mortgage, dated as of November 1, 2007, by and
between Twelve Oaks Mall, LLC and Eurohypo AG, New York Branch, as
Administrative Agent (incorporated herein by reference to Exhibit
4.4
filed with the Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
|
4(q)
|
--
|
Guaranty
of
Payment, dated as of August 9, 2006, by and among The Taubman Realty
Group
Limited Partnership, Fairlane Town Center LLC and Twelve Oaks Mall,
LLC
(incorporated herein by reference to Exhibit 4.2 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
4(r)
|
--
|
Guaranty
of
Payment, dated as of November 1, 2007, by and among The Taubman Realty
Group Limited Partnership, Fairlane Town Center LLC and Twelve Oaks
Mall,
LLC (incorporated herein by reference to Exhibit 4.2 filed with the
Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
4(s)
|
--
|
Loan
Agreement dated January 8, 2008, by and between Tampa Westshore Associates
Limited Partnership and Eurohypo AG, New York Branch, as Administrative
Agent, Joint Lead Arranger and Joint Book Runner and the various
lenders
and agents on the signature pages thereto (incorporated herein by
reference to Exhibit 4.1 filed with the Registrant’s Current Report on
Form 8-K dated January 8, 2008).
|
4(t)
|
--
|
Amended
and
Restated Leasehold Mortgage, Security Agreement and Financing Statement
dated January 8, 2008, by Tampa Westshore Associates Limited Partnership,
in favor of Eurohypo AG, New York Branch, as Administrative Agent
(incorporated herein by reference to Exhibit 4.2 filed with the
Registrant’s Current Report on Form 8-K dated January 8,
2008).
|
4(u)
|
--
|
Assignment
of
Leases and Rents dated January 8, 2008, by Tampa Westshore Associates
Limited Partnership, in favor of Eurohypo AG, New York Branch, as
Administrative Agent (incorporated herein by reference to Exhibit
4.3
filed with the Registrant’s Current Report on Form 8-K dated January 8,
2008).
|
4(v)
|
--
|
Carveout
Guaranty dated January 8, 2008, by The Taubman Realty Group Limited
Partnership to and for the benefit of Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.4
filed with the Registrant’s Current Report on Form 8-K dated January 8,
2008).
|
*10(a)
|
--
|
The
Taubman
Realty Group Limited Partnership 1992 Incentive Option Plan, as Amended
and Restated Effective as of September 30, 1997 (incorporated herein
by
reference to Exhibit 10(b) filed with the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 1997).
|
*10(b)
|
--
|
First
Amendment to The Taubman Realty Group Limited Partnership 1992 Incentive
Option Plan as Amended and Restated Effective as of September 30,
1997,
effective January 1, 2002 (incorporated herein by reference to Exhibit
10(b) filed with the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2001 (“2001 Form 10-K”)).
|
*10(c)
|
--
|
Second
Amendment to The Taubman Realty Group Limited Partnership 1992 Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(c) filed with the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2004 (“2004 Form 10-K”)).
|
*10(d)
|
--
|
Third
Amendment to The Taubman Realty Group Limited Partnership 1992 Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(d) filed with the
2004
Form 10-K).
|
*10(e)
|
--
|
Fourth
Amendment to The Taubman Realty Group Limited Partnership 1992 Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(a) filed with the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2007).
|
*10(f)
|
--
|
The
Form of
The Taubman Realty Group Limited Partnership 1992 Incentive Option
Plan
Option Agreement (incorporated herein by reference to Exhibit 10(e)
filed
with the 2004 Form 10-K).
|
10(g)
|
--
|
Master
Services Agreement between The Taubman Realty Group Limited Partnership
and the Manager (incorporated herein by reference to Exhibit 10(f)
filed
with the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 1992).
|
10(h)
|
--
|
Amended
and
Restated Cash Tender Agreement among Taubman Centers, Inc., The Taubman
Realty Group Limited Partnership, and A. Alfred Taubman, A. Alfred
Taubman, acting not individually but as Trustee of the A. Alfred
Taubman
Restated Revocable Trust, and TRA Partners, (incorporated herein
by
reference to Exhibit 10 (a) filed with the Registrant’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2000 (“2000 Second Quarter
Form 10-Q”)).
|
|
*10(i)
|
--
|
Supplemental
Retirement Savings Plan (incorporated herein by reference to Exhibit
10(i)
filed with the Registrant's Annual Report on Form 10-K for the year
ended
December 31, 1994).
|
|
*10(j)
|
--
|
The
Taubman
Company Long-Term Compensation Plan (as amended and restated effective
January 1, 2000) (incorporated herein by reference to Exhibit 10
(c) filed
with the 2000 Second Quarter Form 10-Q).
|
|
*10(k)
|
--
|
First
Amendment to the Taubman Company Long-Term Compensation Plan (as
amended
and restated effective January 1, 2000) (incorporated herein by reference
to Exhibit 10(m) filed with the 2004 Form 10-K).
|
|
*10(l)
|
--
|
Second
Amendment to the Taubman Company Long-Term Performance Compensation
Plan
(as amended and restated effective January 1, 2000)(incorporated
herein by
reference to Exhibit 10(n) filed with the Registrant's Annual Report
on
Form 10-K for the year ended December 31, 2005).
|
|
*10(m)
|
--
|
The
Taubman
Company 2005 Long-Term Incentive Plan (incorporated herein by reference
to
the Form DEF14A filed with the Securities and Exchange Commission
on April
5, 2005).
|
|
*10(n)
|
--
|
Employment
Agreement between The Taubman Company Limited Partnership and Lisa
A.
Payne (incorporated herein by reference to Exhibit 10 filed with
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
1997).
|
|
*10(o)
|
--
|
Change
of
Control Agreement, dated July 17, 2006, by and among the Company,
Taubman
Realty Group Limited Partnership, and Lisa A. Payne (incorporated
herein
by reference to Exhibit 10.2 filed with the Registrant’s Current Report on
Form 8-K dated July 17, 2006).
|
|
*10(p)
|
--
|
Form
of
Change of Control Agreement (incorporated herein by reference to
Exhibit
10.1 filed with the Registrant’s Current Report on Form 8-K dated July 17,
2006).
|
|
10(q)
|
--
|
Second
Amended and Restated Continuing Offer, dated as of May 16, 2000.
(incorporated herein by reference to Exhibit 10 (b) filed with the
2000
Second Quarter Form 10-Q).
|
|
10(r)
|
--
|
The
Second
Amendment and Restatement of Agreement of Limited Partnership of
the
Taubman Realty Group Limited Partnership dated September 30, 1998
(incorporated herein by reference to Exhibit 10 filed with the
Registrant’s Quarterly Report on Form 10-Q dated September 30,
1998).
|
|
10(s)
|
--
|
Annex
II to
Second Amendment to the Second Amendment and Restatement of Agreement
of
Limited Partnership of The Taubman Realty Group Limited Partnership
(incorporated herein by reference to Exhibit 10(p) filed with Registrant’s
Annual Report on Form 10-K for the year ended December 31,
1999).
|
|
10(t)
|
--
|
Annex
III to
The Second Amendment and Restatement of Agreement of Limited Partnership
of The Taubman Realty Group Limited Partnership, dated as of May
27, 2004
(incorporated by reference to Exhibit 10(c) filed with the 2004 Second
Quarter Form 10-Q).
|
|
10(u)
|
--
|
Second
Amendment to the Second Amendment and Restatement of Agreement of
Limited
Partnership of The Taubman Realty Group Limited Partnership effective
as
of September 3, 1999 (incorporated herein by reference to Exhibit
10(a)
filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
|
10(v)
|
--
|
Third
Amendment to the Second Amendment and Restatement of Agreement of
Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
May 2,
2003 (incorporated herein by reference to Exhibit 10(a) filed with
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2003).
|
|
10(w)
|
--
|
Fourth
Amendment to the Second Amendment and Restatement of Agreement of
Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
December 31, 2003 (incorporated herein by reference to Exhibit 10(x)
filed
with the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2003).
|
|
10(x)
|
--
|
Fifth
Amendment to the Second Amendment and Restatement of Agreement of
Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
February 1, 2005 (incorporated herein by reference to Exhibit 10.1
filed
with the Registrant’s Current Report on Form 8-K filed on February 7,
2005).
|
|
10(y)
|
--
|
Sixth
Amendment to the Second Amendment and Restatement of Agreement of
Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
March
29, 2006 (incorporated herein by reference to Exhibit 10 filed with
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2006).
|
|
10(z)
|
--
|
Seventh
Amendment to the Second Amendment and Restatement of Agreement of
Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
December 14, 2007.
|
|
10(aa)
|
--
|
Amended
and
Restated Shareholders' Agreement dated as of October 30, 2001 among
Taub-Co Management, Inc., The Taubman Realty Group Limited Partnership,
The A. Alfred Taubman Restated Revocable Trust, and Taub-Co Holdings
LLC
(incorporated herein by reference to Exhibit 10(q) filed with the
2001
Form 10-K).
|
|
*10(ab)
|
--
|
The
Taubman
Realty Group Limited Partnership and The Taubman Company LLC Election
and
Option Deferral Agreement (incorporated herein by reference to Exhibit
10(r) filed with the 2001 Form 10-K).
|
|
10(ac)
|
--
|
Operating
Agreement of Taubman Land Associates, a Delaware Limited Liability
Company, dated October 20, 2006 (incorporated herein by reference
to
Exhibit 10(ab) filed with the Registrant's Annual Report on Form
10-K for
the year ended December 31, 2006 (“2006 Form 10-K”)).
|
|
10(ad)
|
--
|
Amended
and
Restated Agreement of Partnership of Sunvalley Associates, a California
general partnership (incorporated herein by reference to Exhibit
10(a)
filed with the Registrant’s Amended Quarterly Report on Form 10-Q/A for
the quarter ended June 30, 2002).
|
|
*10(ae)
|
--
|
Summary
of
Compensation for the Board of Directors of Taubman Centers, Inc.
(incorporated
herein by reference to Exhibit 10(ae) filed with the 2006 Form
10-K).
|
|
*10(af)
|
--
|
The
Form of
The Taubman Company Restricted Stock Unit Award Agreement (incorporated
by
reference to Exhibit 10 filed with the Registrant’s Current Report on Form
8-K dated May 18, 2005).
|
|
*10(ag)
|
--
|
The
Taubman
Centers, Inc. Non-Employee Directors' Deferred Compensation Plan
(incorporated by reference to Exhibit 10 filed with the Registrant’s
Current Report on Form 8-K dated May 18, 2005).
|
|
*10(ah)
|
--
|
The
Form of
The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation
Plan (incorporated by reference to Exhibit 10 filed with the Registrant’s
Current Report on Form 8-K dated May 18, 2005).
|
|
12
|
--
|
Statement
Re:
Computation of Taubman Centers, Inc. Ratio of Earnings to Combined
Fixed
Charges and Preferred Dividends.
|
|
21
|
--
|
Subsidiaries
of Taubman Centers, Inc.
|
|
23
|
--
|
Consent
of
Independent Registered Public Accounting Firm.
|
24
|
--
|
Powers
of
Attorney.
|
31(a)
|
--
|
Certification
of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31(b)
|
--
|
Certification
of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32(a)
|
--
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
32(b)
|
--
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
99(a)
|
--
|
Debt
Maturity
Schedule.
|
99(b)
|
--
|
Real
Estate
and Accumulated Depreciation Schedule of the Unconsolidated Joint
Ventures
of The Taubman Realty Group Limited
Partnership.
|
*
|
A
management
contract or compensatory plan or arrangement required to be
filed.
|
15(b)
|
The
list of
exhibits filed with this report is set forth in response to Item
15(a)(3).
The required exhibit index has been filed with the
exhibits.
|
15(c)
|
The
financial
statement schedules of the Company listed at Item 15(a)(2) are filed
pursuant to this Item 15(c).
|
CONSOLIDATED
FINANCIAL STATEMENTS
|
||
CONSOLIDATED
FINANCIAL STATEMENT SCHEDULES
|
||
December
31
|
||||||||
2007
|
2006
|
|||||||
Assets:
|
||||||||
Properties
(Notes 6 and
10)
|
$ | 3,781,136 | $ | 3,398,122 | ||||
Accumulated
depreciation and amortization
(Note 6)
|
(933,275 | ) | (821,384 | ) | ||||
$ | 2,847,861 | $ | 2,576,738 | |||||
Investment
in Unconsolidated Joint
Ventures (Note 7)
|
92,117 | 86,493 | ||||||
Cash
and cash equivalents
|
47,166 | 26,282 | ||||||
Accounts
and notes receivable, less
provision for bad debts of $6,694
and
$7,581 in 2007 and 2006 (Note
8)
|
52,161 | 36,650 | ||||||
Accounts
receivable from related parties
(Note 13)
|
2,283 | 2,444 | ||||||
Deferred
charges and other assets (Note
9)
|
109,719 | 98,015 | ||||||
$ | 3,151,307 | $ | 2,826,622 | |||||
Liabilities:
|
||||||||
Notes
payable (Note 10)
|
$ | 2,700,980 | $ | 2,319,538 | ||||
Accounts
payable and accrued
liabilities
|
296,385 | 239,621 | ||||||
Dividends
and distributions
payable
|
21,839 | 19,849 | ||||||
Distributions
in excess of investments in
and net income of Unconsolidated
|
||||||||
Joint
Ventures (Note 7)
|
100,234 | 101,944 | ||||||
$ | 3,119,438 | $ | 2,680,952 | |||||
Commitments
and contingencies (Notes 2, 6, 10, 12, 14, and 16)
|
||||||||
Preferred
Equity of TRG (Note 15)
|
$ | 29,217 | $ | 29,217 | ||||
Minority
interest in TRG and consolidated joint ventures (Notes 1 and
2)
|
$ | 18,494 | $ | 7,811 | ||||
Shareowners'
Equity (Note 15):
|
||||||||
Series
B Non-Participating Convertible
Preferred Stock, $0.001 par and
liquidation
value, 40,000,000 shares
authorized, 26,524,235 and
28,113,897
shares issued and outstanding
at December 31, 2007 and 2006
|
$ | 27 | $ | 28 | ||||
Series
G Cumulative Redeemable Preferred
Stock, 4,000,000 shares
authorized,
no par, $100 million
liquidation preference, 4,000,000 shares
issued
and outstanding at December 31,
2007 and 2006
|
||||||||
Series
H Cumulative Redeemable Preferred
Stock, 3,480,000 shares
authorized,
no par, $87 million
liquidation preference, 3,480,000 shares
issued
and outstanding at December 31,
2007 and 2006
|
||||||||
Common
Stock, $0.01 par value, 250,000,000
shares authorized, 52,624,013
and
52,931,594 shares issued and
outstanding at December 31, 2007 and 2006
|
526 | 529 | ||||||
Additional
paid-in capital
|
543,333 | 635,304 | ||||||
Accumulated
other comprehensive income
(loss) (Note 11)
|
(8,639 | ) | (9,560 | ) | ||||
Dividends
in excess of net
income
|
(551,089 | ) | (517,659 | ) | ||||
$ | (15,842 | ) | $ | 108,642 | ||||
$ | 3,151,307 | $ | 2,826,622 | |||||
Year
Ended December
31
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Revenues:
|
||||||||||||
Minimum
rents
|
$ | 329,420 | $ | 311,187 | $ | 262,106 | ||||||
Percentage
rents
|
14,817 | 14,700 | 9,835 | |||||||||
Expense
recoveries
|
228,418 | 206,190 | 164,614 | |||||||||
Management,
leasing, and development
services (Note 3)
|
16,514 | 11,777 | 13,818 | |||||||||
Other
|
37,653 | 35,430 | 29,032 | |||||||||
$ | 626,822 | $ | 579,284 | $ | 479,405 | |||||||
Expenses:
|
||||||||||||
Maintenance,
taxes, and
utilities
|
$ | 175,948 | $ | 152,885 | $ | 126,395 | ||||||
Other
operating
|
69,638 | 71,643 | 57,678 | |||||||||
Management,
leasing, and development
services (Note 3)
|
9,080 | 5,730 | 9,072 | |||||||||
General
and administrative
|
30,403 | 30,290 | 27,746 | |||||||||
Interest
expense (Note 10)
|
131,700 | 128,643 | 121,612 | |||||||||
Depreciation
and
amortization
|
137,910 | 137,957 | 128,377 | |||||||||
$ | 554,679 | $ | 527,148 | $ | 470,880 | |||||||
Gains
on land
sales, interest income, and other (Note 11)
|
$ | 3,595 | $ | 9,460 | $ | 6,457 | ||||||
Income
before
equity in income of Unconsolidated Joint Ventures,
gain
on disposition of interest in center,
and minority and preferred
interests
|
$ | 75,738 | $ | 61,596 | $ | 14,982 | ||||||
Equity
in
income of Unconsolidated Joint Ventures (Note 7)
|
40,498 | 33,544 | 42,450 | |||||||||
Income
before
gain on disposition of interest in center and minority
and
preferred interests
|
$ | 116,236 | $ | 95,140 | $ | 57,432 | ||||||
Gain
on
disposition of interest in center (Note 2)
|
52,799 | |||||||||||
Income
before
minority and preferred interests
|
$ | 116,236 | $ | 95,140 | $ | 110,231 | ||||||
Minority
share of consolidated joint ventures (Note 1):
|
||||||||||||
Minority
share of income of consolidated
joint ventures
|
(5,031 | ) | (5,789 | ) | (14 | ) | ||||||
Distributions
in excess of minority share
of income of consolidated joint
ventures
|
(3,007 | ) | (4,904 | ) | (153 | ) | ||||||
Minority
interest in TRG:
|
||||||||||||
Minority
share of income of
TRG
|
(33,210 | ) | (22,816 | ) | (40,403 | ) | ||||||
Distributions
less than (in excess of)
minority share of income
|
(9,404 | ) | (14,054 | ) | 4,534 | |||||||
TRG
Series F
preferred distributions (Note 15)
|
(2,460 | ) | (2,460 | ) | (2,460 | ) | ||||||
Net
income
|
$ | 63,124 | $ | 45,117 | $ | 71,735 | ||||||
Series
A, G,
H, and I preferred stock dividends (Note 15)
|
(14,634 | ) | (23,723 | ) | (27,622 | ) | ||||||
Net
income
allocable to common shareowners
|
$ | 48,490 | $ | 21,394 | $ | 44,113 | ||||||
Basic
earnings per common share (Note 17):
|
||||||||||||
Net
income
|
$ | .92 | $ | .41 | $ | .87 | ||||||
Diluted
earnings per common share (Note 17):
|
||||||||||||
Net
income
|
$ | .90 | $ | .40 | $ | .87 | ||||||
Cash
dividends declared per common share
|
$ | 1.540 | $ | 1.290 | $ | 1.160 | ||||||
Weighted
average number of common shares outstanding-basic
|
52,969,067 | 52,661,024 | 50,459,314 |
Additional
|
Accumulated
Other
|
Dividends
in
|
||||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Comprehensive
|
Excess
of
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income
(Loss)
|
Net
Income
|
Total
|
|||||||||||||||||||||||||
Balance,
January 1, 2005
|
41,714,937 | $ | 110 | 48,745,625 | $ | 487 | $ | 729,481 | $ | (11,387 | ) | $ | (389,503 | ) | $ | 329,188 | ||||||||||||||||
Issuance
of
stock pursuant to Continuing Offer
(Notes
14, 15, and
16)
|
(1,932,134 | ) | (1 | ) | 3,120,103 | 32 | 7 | 38 | ||||||||||||||||||||||||
Issuance
of
Series B Preferred Stock
|
836,921 | |||||||||||||||||||||||||||||||
Issuance
of
Series H Preferred Stock, net of
issuance
costs (Note 15)
|
3,480,000 | 83,842 | 83,842 | |||||||||||||||||||||||||||||
Redemption
of
Series A Preferred Stock
(Note
15)
|
(3,480,000 | ) | (35 | ) | (83,850 | ) | (83,885 | ) | ||||||||||||||||||||||||
Release
of
units (Note 15)
|
500 | 500 | ||||||||||||||||||||||||||||||
Partnership
units issued
|
555,516 | 6,663 | 6,663 | |||||||||||||||||||||||||||||
Share-based
compensation under employee
and
director benefit plans (Note
14)
|
456 | 2,447 | 82 | 2,529 | ||||||||||||||||||||||||||||
Dividend
equivalents (Note 14)
|
(165 | ) | (165 | ) | ||||||||||||||||||||||||||||
Cash
dividends
declared
|
(86,623 | ) | (86,623 | ) | ||||||||||||||||||||||||||||
Net
income
|
71,735 | 71,735 | ||||||||||||||||||||||||||||||
Other
comprehensive income (Note 11):
|
||||||||||||||||||||||||||||||||
Unrealized
gain on interest rate
instruments
and
other
|
894 | 894 | ||||||||||||||||||||||||||||||
Reclassification
adjustment for
amounts
recognized
in net
income
|
1,442 | 1,442 | ||||||||||||||||||||||||||||||
Total
comprehensive income
|
$ | 74,071 | ||||||||||||||||||||||||||||||
Balance,
December 31, 2005
|
41,175,240 | $ | 74 | 51,866,184 | $ | 519 | $ | 739,090 | $ | (9,051 | ) | $ | (404,474 | ) | $ | 326,158 | ||||||||||||||||
Cumulative
effect of adopting EITF 04-5 (Note 1)
|
(60,226 | ) | (60,226 | ) | ||||||||||||||||||||||||||||
Cumulative
effect of adopting SAB 108 (Note 1)
|
(5,876 | ) | (5,876 | ) | ||||||||||||||||||||||||||||
Issuance
of
stock pursuant to Continuing Offer
(Notes
14, 15, and 16)
|
(1,061,343 | ) | (1 | ) | 1,061,414 | 10 | (9 | ) | ||||||||||||||||||||||||
Issuance
of
Series I Preferred Stock, net of
issuance
costs (Note
15)
|
4,520,000 | 109,229 | 109,229 | |||||||||||||||||||||||||||||
Redemption
of
Series A Preferred Stock
(Note
15)
|
(4,520,000 | ) | (45 | ) | (108,910 | ) | (108,955 | ) | ||||||||||||||||||||||||
Redemption
of
Series I Preferred Stock (Note 15)
|
(4,520,000 | ) | (109,229 | ) | (109,229 | ) | ||||||||||||||||||||||||||
Share-based
compensation under employee
and
director benefit plans (Note
14)
|
3,996 | 5,133 | 5,133 | |||||||||||||||||||||||||||||
Dividend
equivalents (Note 14)
|
(297 | ) | (297 | ) | ||||||||||||||||||||||||||||
Cash
dividends
declared
|
(91,903 | ) | (91,903 | ) | ||||||||||||||||||||||||||||
Net
income
|
45,117 | 45,117 | ||||||||||||||||||||||||||||||
Other
comprehensive income (Note 11):
|
||||||||||||||||||||||||||||||||
Unrealized
loss on interest rate
instruments
and
other
|
(1,900 | ) | (1,900 | ) | ||||||||||||||||||||||||||||
Reclassification
adjustment for
amounts
recognized
in net
income
|
1,391 | 1,391 | ||||||||||||||||||||||||||||||
Total
comprehensive income
|
$ | 44,608 | ||||||||||||||||||||||||||||||
Balance,
December 31, 2006
|
35,593,897 | $ | 28 | 52,931,594 | $ | 529 | $ | 635,304 | $ | (9,560 | ) | $ | (517,659 | ) | $ | 108,642 | ||||||||||||||||
Issuance
of
stock pursuant to Continuing Offer
(Notes
14, 15, and 16)
|
(1,589,662 | ) | (1 | ) | 1,601,371 | 16 | 348 | 363 | ||||||||||||||||||||||||
Repurchase
of
common stock (Note 15)
|
(1,910,544 | ) | (19 | ) | (99,981 | ) | (100,000 | ) | ||||||||||||||||||||||||
Share-based
compensation under employee
and
director benefit plans (Note
14)
|
1,592 | 7,662 | 7,662 | |||||||||||||||||||||||||||||
Dividend
equivalents (Note 14)
|
(562 | ) | (562 | ) | ||||||||||||||||||||||||||||
Cash
dividends
declared
|
(95,992 | ) | (95,992 | ) | ||||||||||||||||||||||||||||
Net
income
|
63,124 | 63,124 | ||||||||||||||||||||||||||||||
Other
comprehensive income (Note 11):
|
||||||||||||||||||||||||||||||||
Unrealized
loss on interest rate
instruments
and
other
|
(340 | ) | (340 | ) | ||||||||||||||||||||||||||||
Reclassification
adjustment for amounts
recognized
in net
income
|
1,261 | 1,261 | ||||||||||||||||||||||||||||||
Total
comprehensive income
|
$ | 64,045 | ||||||||||||||||||||||||||||||
Balance,
December 31, 2007
|
34,004,235 | $ | 27 | 52,624,013 | $ | 526 | $ | 543,333 | $ | (8,639 | ) | $ | (551,089 | ) | $ | (15,842 | ) |
Year
Ended
December 31
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Cash
Flows
From Operating Activities:
|
||||||||||||
Net
income
|
$ | 63,124 | $ | 45,117 | $ | 71,735 | ||||||
Adjustments
to reconcile net income to net
cash provided by operating
activities:
|
||||||||||||
Minority and preferred interests
|
53,112 | 50,023 | 38,496 | |||||||||
Depreciation and amortization
|
137,910 | 137,957 | 128,377 | |||||||||
Provision for bad debts
|
1,830 | 5,110 | 2,512 | |||||||||
Gains on sales of land
|
(668 | ) | (4,084 | ) | (4,833 | ) | ||||||
Gain on disposition of interest in center (Note 2)
|
(52,799 | ) | ||||||||||
Other
|
9,592 | 7,037 | 5,224 | |||||||||
Increase (decrease) in cash attributable to changes in assets and
liabilities:
|
||||||||||||
Receivables,
deferred charges, and other
assets
|
(22,652 | ) | (7,610 | ) | (4,349 | ) | ||||||
Accounts
payable and other
liabilities
|
15,588 | (10,070 | ) | 214 | ||||||||
Net
Cash
Provided by Operating Activities
|
$ | 257,836 | $ | 223,480 | $ | 184,577 | ||||||
Cash
Flows
From Investing Activities:
|
||||||||||||
Additions
to properties
|
$ | (219,847 | ) | $ | (178,304 | ) | $ | (160,266 | ) | |||
Net
proceeds from dispositions of
interests in centers (Note 2)
|
9,000 | 76,400 | ||||||||||
Proceeds
from sales of
land
|
1,138 | 5,423 | 6,082 | |||||||||
Acquisition
of marketable equity
securities and other assets
|
(3,435 | ) | ||||||||||
Acquisition
of additional interest in The
Pier Shops (Note 2)
|
(24,504 | ) | ||||||||||
Cash
transferred in upon consolidation of
The Pier Shops (Note 2)
|
33,388 | |||||||||||
Issuances
of notes
receivable
|
(2,228 | ) | ||||||||||
Contributions
to Unconsolidated Joint
Ventures
|
(15,162 | ) | (25,251 | ) | (30,350 | ) | ||||||
Distributions
from Unconsolidated Joint
Ventures in excess of income
|
2,990 | 57,583 | 17,073 | |||||||||
Net
Cash Used
In Investing Activities
|
$ | (227,660 | ) | $ | (131,549 | ) | $ | (91,061 | ) | |||
Cash
Flows
From Financing Activities:
|
||||||||||||
Debt
proceeds
|
$ | 263,086 | $ | 585,584 | $ | 830,818 | ||||||
Debt
payments
|
(16,044 | ) | (530,522 | ) | (670,709 | ) | ||||||
Debt
issuance costs
|
(2,892 | ) | (3,475 | ) | (2,756 | ) | ||||||
Repurchase
of common stock (Note
15)
|
(100,000 | ) | ||||||||||
Redemption
of preferred stock and
repurchase of preferred equity
in
TRG (Note 15)
|
(226,000 | ) | (87,000 | ) | ||||||||
Issuance
of preferred stock and equity in
TRG (Note 15)
|
113,000 | 87,000 | ||||||||||
Equity
issuance costs
|
(607 | ) | (3,158 | ) | ||||||||
Issuance
of common stock and/or
partnership units in connection with
Incentive
Option Plan (Notes 14 and
16)
|
363 | 6,701 | ||||||||||
Contribution
from minority interest (Note
2)
|
9,000 | |||||||||||
Distributions
to minority and preferred
interests
|
(55,669 | ) | (95,359 | ) | (38,329 | ) | ||||||
Cash
dividends to preferred
shareowners
|
(14,634 | ) | (19,071 | ) | (24,507 | ) | ||||||
Cash
dividends to common
shareowners
|
(79,384 | ) | (64,130 | ) | (57,080 | ) | ||||||
Other
|
(4,118 | ) | ||||||||||
Net
Cash
Provided By (Used In) Financing Activities
|
$ | (9,292 | ) | $ | (231,580 | ) | $ | 40,980 | ||||
Net
Increase
(Decrease) In Cash and Cash Equivalents
|
$ | 20,884 | $ | (139,649 | ) | $ | 134,496 | |||||
Cash
and Cash
Equivalents at Beginning of Year
|
26,282 | 163,577 | 29,081 | |||||||||
Effect
of
consolidating Cherry Creek Shopping Center (Note 1)
(Cherry
Creek Shopping Center's cash
balance at beginning of year)
|
2,354 | |||||||||||
Cash
and Cash
Equivalents at End of Year
|
$ | 47,166 | $ | 26,282 | $ | 163,577 |
Year
|
Dividends
per
common
share
declared
|
Return
of
capital
|
Ordinary
income
|
15%
Rate
long
term
capital
gain
|
Unrecaptured
Section
1250
capital gains
|
|||||||||||||||
2007
|
$ | 1.540 | $ | 0.0000 | $ | 1.5385 | $ | 0.0015 | ||||||||||||
2006
|
1.290 | 0.0687 | 1.2006 | 0.0207 | ||||||||||||||||
2005
|
1.160 | 0.3179 | 0.7282 | 0.0404 | $ | 0.0735 |
Year
|
Dividends
per
Series
A
Preferred
share
declared
|
Ordinary
income
|
15%
Rate
long
term
capital
gain
|
Unrecaptured
Section
1250
capital gains
|
||||||||||||
2006
|
$ | 0.790 | $ | 0.7770 | $ | 0.0130 | ||||||||||
2005
|
2.075 | 1.8712 | 0.0723 | $ | 0.1315 | |||||||||||
Year
|
Dividends
per
Series
G
Preferred
share
declared
|
Ordinary
income
|
15%
Rate
long
term
capital
gain
|
Unrecaptured
Section
1250
capital gains
|
||||||||||||
2007
|
$ | 2.000 | $ | 1.9981 | $ | 0.0019 | ||||||||||
2006
|
2.000 | 1.9679 | 0.0321 | |||||||||||||
2005
|
2.000 | 1.8036 | 0.0697 | $ | 0.1267 |
Year
|
Dividends
per
Series
H
Preferred
share
declared
|
Ordinary
income
|
15%
Rate
long
term
capital
gain
|
Unrecaptured
Section
1250
capital gains
|
||||||||||||
2007
|
$ | 1.906 | $ | 1.9042 | $ | 0.0018 | ||||||||||
2006
|
1.906 | 1.8757 | 0.0303 | |||||||||||||
2005
|
0.953 | 0.8595 | 0.0332 | $ | 0.0604 |
Year
|
TRG
units
outstanding
at
December
31
|
TRG
units
owned
by TCO
at
December
31(1)
|
TCO's
%
interest
in
TRG
at
December
31
|
TCO's
average
interest
in TRG
|
||||||||||||
2007
|
79,181,457 | 52,624,013 | 66 | % | 66 | % | ||||||||||
2006
|
81,078,700 | 52,931,594 | 65 | 65 | ||||||||||||
2005
|
81,074,633 | 51,866,184 | 64 | 62 |
(1)
|
There
is a
one-for-one relationship between TRG units owned by TCO and TCO
common
shares outstanding; amounts in this column are equal to TCO’s common
shares outstanding as of the specified
dates.
|
2007
|
2006
|
|||||||
Land
|
$ | 266,480 | $ | 252,716 | ||||
Buildings,
improvements, and equipment
|
3,337,745 | 2,915,504 | ||||||
Construction
in process
|
17,064 | 100,627 | ||||||
Development
pre-construction costs
|
159,847 | 129,275 | ||||||
$ | 3,781,136 | $ | 3,398,122 | |||||
Accumulated
depreciation and amortization
|
(933,275 | ) | (821,384 | ) | ||||
$ | 2,847,861 | $ | 2,576,738 |
Shopping
Center
|
Ownership
as
of
December
31, 2007 and
2006
|
Arizona
Mills
|
50%
|
Fair
Oaks
|
50
|
The
Mall at
Millenia
|
50
|
Stamford
Town
Center
|
50
|
Sunvalley
|
50
|
Waterside
Shops at Pelican Bay
|
25
|
Westfarms
|
79
|
December
31
|
||||||||
2007
|
2006
|
|||||||
Assets:
|
||||||||
Properties
|
$ | 1,056,380 | $ | 1,157,872 | ||||
Accumulated
depreciation and
amortization
|
(347,459 | ) | (320,256 | ) | ||||
$ | 708,921 | $ | 837,616 | |||||
Cash
and cash
equivalents
|
40,097 | 35,504 | ||||||
Accounts
and notes receivable, less
provision for bad debts
of
$1,799 and $2,032 in 2007 and
2006
|
26,271 | 26,769 | ||||||
Deferred
charges and other
assets
|
18,229 | 23,417 | ||||||
$ | 793,518 | $ | 923,306 | |||||
Liabilities
and accumulated deficiency in assets:
|
||||||||
Notes
payable
|
$ | 1,003,463 | $ | 1,097,347 | ||||
Accounts
payable and other
liabilities
|
55,242 | 84,177 | ||||||
TRG's
accumulated deficiency in
assets
|
(151,363 | ) | (163,778 | ) | ||||
Unconsolidated
Joint Venture Partners'
accumulated deficiency
in
assets
|
(113,824 | ) | (94,440 | ) | ||||
$ | 793,518 | $ | 923,306 | |||||
TRG's
accumulated deficiency in assets (above)
|
$ | (151,363 | ) | $ | (163,778 | ) | ||
TRG
basis
adjustments, including elimination of intercompany profit
|
74,660 | 77,797 | ||||||
TCO's
additional basis
|
68,586 | 70,530 | ||||||
Net
Investment in Unconsolidated Joint Ventures
|
$ | (8,117 | ) | $ | (15,451 | ) | ||
Distributions
in excess of investments in and net income of
Unconsolidated
Joint
Ventures
|
100,234 | 101,944 | ||||||
Investment
in
Unconsolidated Joint Ventures
|
$ | 92,117 | $ | 86,493 |
Year
Ended
December 31
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Revenues
|
$ | 262,587 | $ | 252,129 | $ | 305,412 | ||||||
Maintenance,
taxes, utilities, and other operating expenses
|
$ | 90,782 | $ | 93,452 | $ | 105,956 | ||||||
Interest
expense
|
66,232 | 57,563 | 67,590 | |||||||||
Depreciation
and amortization
|
37,355 | 43,124 | 51,939 | |||||||||
Total
operating costs
|
$ | 194,369 | $ | 194,139 | $ | 225,485 | ||||||
Interest
income
|
1,587 | 1,289 | 827 | |||||||||
Gain
on
disposition of interest in center
|
$ | 145,881 | ||||||||||
Net
income
|
$ | 69,805 | $ | 59,279 | $ | 226,635 | ||||||
Net
income
allocable to TRG
|
$ | 40,518 | $ | 34,101 | $ | 114,680 | ||||||
Realized
intercompany profit, net of depreciation on TRG’s
basis
adjustments
|
1,924 | 1,387 | 4,370 | |||||||||
TCO's
additional basis in Woodland
|
(20,764 | ) | ||||||||||
Depreciation
of TCO's additional basis
|
(1,944 | ) | (1,944 | ) | (3,037 | ) | ||||||
Equity
in
income of Unconsolidated Joint Ventures
|
$ | 40,498 | $ | 33,544 | $ | 95,249 | ||||||
TRG's
share
of gain on disposition of interest in center
|
(52,799 | ) | ||||||||||
Equity
in
income of Unconsolidated Joint Venture excluding
gain
on disposition of interest in
center
|
$ | 42,450 | ||||||||||
Beneficial
interest in Unconsolidated Joint Ventures' operations:
|
||||||||||||
Revenues
less maintenance, taxes, utilities, and other
operating expenses
|
$ | 96,844 | $ | 91,559 | $ | 113,453 | ||||||
Interest
expense
|
(33,311 | ) | (31,151 | ) | (37,594 | ) | ||||||
Depreciation
and amortization
|
(23,035 | ) | (26,864 | ) | (33,409 | ) | ||||||
Equity
in income of Unconsolidated Joint Ventures
|
$ | 40,498 | $ | 33,544 | $ | 42,450 |
2007
|
2006
|
|||||||
Trade
|
$ | 37,183 | $ | 25,418 | ||||
Notes
|
12,930 | 6,044 | ||||||
Straight-line
rent
|
8,272 | 12,120 | ||||||
Other
|
470 | 649 | ||||||
$ | 58,855 | $ | 44,231 | |||||
Less:
provision for bad debts
|
(6,694 | ) | (7,581 | ) | ||||
$ | 52,161 | $ | 36,650 |
2007
|
2006
|
|||||||
Leasing
costs
|
$ | 39,801 | $ | 38,196 | ||||
Accumulated
amortization
|
(20,878 | ) | (18,825 | ) | ||||
$ | 18,923 | $ | 19,371 | |||||
Minority
interest (Note 1)
|
45,332 | 45,332 | ||||||
Deferred
financing costs, net
|
9,597 | 8,126 | ||||||
Intangibles,
net
|
3,882 | 6,085 | ||||||
Investments
|
5,924 | 3,480 | ||||||
Deferred
tax
asset, net
|
7,197 | 3,311 | ||||||
Prepaid
expenses
|
5,557 | 4,026 | ||||||
Other,
net
|
13,307 | 8,284 | ||||||
$ | 109,719 | $ | 98,015 |
2007
|
2006
|
Stated
Interest
Rate
|
Maturity
Date
|
Balance
Due
on
Maturity
|
Facility
Amount
|
||||||||||||||||
Beverly
Center
|
$ | 338,779 | $ | 343,608 |
5.28%
|
02/11/14
|
$ | 303,277 | |||||||||||||
Cherry
Creek
Shopping Center
|
280,000 | 280,000 |
5.24%
|
06/08/16
|
280,000 | ||||||||||||||||
Cherry
Creek
Shopping Center
|
490 | 800 |
Prime
|
12/20/09
|
20 | $ | 2,000 | ||||||||||||||
Dolphin
Mall
|
139,000 | 5,000 |
LIBOR
+
0.70%
|
02/14/11
|
139,000 | (1) | |||||||||||||||
Fairlane
Town
Center
|
80,000 | 55,000 |
LIBOR
+
0.70%
|
02/14/11
|
80,000 | (1) | |||||||||||||||
Great
Lakes
Crossing
|
140,449 | 142,908 |
5.25%
|
03/11/13
|
125,507 | ||||||||||||||||
International
Plaza (Note 21)
|
175,150 | 178,719 |
4.21%
|
01/08/08
|
175,150 | ||||||||||||||||
MacArthur
Center
|
135,439 | 138,243 |
7.59%
|
10/01/10
|
126,884 | ||||||||||||||||
Northlake
Mall
|
215,500 | 215,500 |
5.41%
|
02/06/16
|
215,500 | ||||||||||||||||
The
Mall at
Partridge Creek
|
62,126 | 22,010 |
LIBOR
+
1.15%
|
09/07/10
|
62,126 | 81,000 | |||||||||||||||
The
Pier
Shops at Caesars
|
135,000 | (2) |
6.01%
|
05/11/17
|
135,000 | ||||||||||||||||
Regency
Square
|
76,591 | 77,812 |
6.75%
|
11/01/11
|
71,569 | ||||||||||||||||
The
Mall at
Short Hills
|
540,000 | 540,000 |
5.47%
|
12/14/15
|
540,000 | ||||||||||||||||
Stony
Point
Fashion Park
|
110,411 | 111,864 |
6.24%
|
06/01/14
|
98,585 | ||||||||||||||||
Twelve
Oaks
Mall
|
60,000 |
LIBOR
+
0.70%
|
02/14/11
|
60,000 | (1) | ||||||||||||||||
The
Mall at
Wellington Green
|
200,000 | 200,000 |
5.44%
|
05/06/15
|
200,000 | ||||||||||||||||
Line
of
Credit
|
12,045 | 8,074 |
Variable
Bank
Rate
|
02/14/09
|
12,045 | 40,000 | |||||||||||||||
$ | 2,700,980 | $ | 2,319,538 |
(1)
|
Dolphin,
Fairlane, and Twelve Oaks are the borrowers and collateral for
the $550
million revolving credit facility. The unused borrowing capacity
at
December 31, 2007 was $271 million. Sublimits may be reallocated
quarterly
but not more often than twice a
year.
|
(2)
|
The
Pier Shops
was consolidated as of April
2007.
|
2008
|
$ | 188,582 | ||
2009
|
26,478 | |||
2010
|
203,173 | |||
2011
|
362,686 | |||
2012
|
11,413 | |||
Thereafter
|
1,908,648 | |||
$ | 2,700,980 |
2007
|
2006
|
|||||||||||||||
Carrying
Value
|
Fair
Value
|
Carrying
Value
|
Fair
Value
|
|||||||||||||
Notes
payable
|
$ | 2,700,980 | $ | 2,791,341 | $ | 2,319,538 | $ | 2,322,828 | ||||||||
Interest
rate
derivative instruments-
|
||||||||||||||||
in
a payable position
|
1,050 | 1,050 | 1,854 | 1,854 |
Center
|
Loan
balance
as
of
12/31/07
|
TRG's
beneficial
interest
in
loan
balance
as
of
12/31/07
|
Amount
of
loan balance
guaranteed
by
TRG
as
of
12/31/07
|
%
of
loan
balance
guaranteed
by
TRG
|
%
of interest
guaranteed
by
TRG
|
|||||||||||||||
(in
millions
of dollars)
|
||||||||||||||||||||
Dolphin
Mall
|
139.0 | 139.0 | 139.0 | 100 | % | 100 | % | |||||||||||||
Fairlane
Town
Center
|
80.0 | 80.0 | 80.0 | 100 | % | 100 | % | |||||||||||||
Twelve
Oaks
Mall
|
60.0 | 60.0 | 60.0 | 100 | % | 100 | % |
At
100%
|
At
Beneficial
Interest
|
|||||||||||||||
Consolidated
Subsidiaries
|
Unconsolidated
Joint
Ventures
|
Consolidated
Subsidiaries
|
Unconsolidated
Joint
Ventures
|
|||||||||||||
Debt
as
of:
|
||||||||||||||||
December
31, 2007
|
$ | 2,700,980 | $ | 1,003,463 | $ | 2,416,292 | $ | 517,228 | ||||||||
December
31, 2006
|
2,319,538 | 1,097,347 | 2,063,111 | 522,180 | ||||||||||||
Capital
lease
obligations as of:
|
||||||||||||||||
December
31, 2007
|
$ | 5,521 | $ | 504 | $ | 5,507 | $ | 252 | ||||||||
December
31, 2006
|
7,501 | 676 | 7,336 | 338 | ||||||||||||
Capitalized
interest:
|
||||||||||||||||
Year
ended December 31,
2007
|
$ | 14,613 | $ | 496 | $ | 14,518 | $ | 125 | ||||||||
Year
ended December 31,
2006
|
9,803 | 4,087 | 9,797 | |||||||||||||
Interest
expense:
|
||||||||||||||||
Year
ended December 31,
2007
|
$ | 131,700 | $ | 66,232 | $ | 117,385 | $ | 33,311 | ||||||||
Year
ended December 31,
2006
|
128,643 | 57,563 | 115,790 | 31,151 |
2007
|
2006
|
2005
|
||||||||||
Receipts
under swap and cap agreements
|
$ | (69 | ) | $ | (121 | ) | ||||||
Payments
under swap agreements
|
$ | 883 | ||||||||||
Adjustment
of
accumulated other comprehensive income for amounts
recognized
in net income
|
1,261 | 1,391 | 1,442 | |||||||||
Change
in
fair value of cap agreements not designated as hedges
|
8 | 59 | 5 | |||||||||
Net
reduction
to income
|
$ | 1,200 | $ | 1,329 | $ | 2,330 |
Hedged
Items
|
OCI
Amounts
|
Recognition
Period
|
|||
Beverly
Center refinancing
|
$ | 3,632 |
January
2004
through December 2013
|
||
Regency
Square financing
|
1,075 |
November
2001
through October 2011
|
|||
Westfarms
refinancing
|
1,690 |
July
2002
through July 2012
|
|||
$ | 6,397 |
Hedged
Items
|
OCI
Amounts
|
Effective
Period
|
|||
International
Plaza refinancing
|
$ | 1,050 |
January
2008
through December 2010
|
||
Taubman
Land
Associates financing
|
664 |
January
2007
through October 2012
|
|||
$ | 1,714 |
2008
|
$ | 335,345 | ||
2009
|
322,018 | |||
2010
|
303,606 | |||
2011
|
266,862 | |||
2012
|
228,888 | |||
Thereafter
|
859,673 |
2008
|
$ | 10,098 | ||
2009
|
10,421 | |||
2010
|
10,307 | |||
2011
|
7,985 | |||
2012
|
7,471 | |||
Thereafter
|
402,723 |
2008
|
$ | 3,135 | ||
2009
|
2,082 | |||
2010
|
620 | |||
2011
|
155 | |||
Total
minimum
lease payments
|
$ | 5,992 | ||
Less
amount
representing interest
|
(471 | ) | ||
Capital
lease
obligations
|
$ | 5,521 |
2007
|
2006
|
2005
|
||||||||||
Expected
volatility
|
20.76%
|
20.87%-21.14%
|
21.00%
|
|||||||||
Expected
dividend yield
|
3.00%
|
3.50%
|
4.00%
|
|||||||||
Expected
term
(in years)
|
7
|
7
|
7
|
|||||||||
Risk-free
interest rate
|
4.45%
|
4.74%-5.08%
|
3.83%-4.15%
|
Number
of
Options
|
Weighted
Average Exercise
Price
|
Weighted
Average Remaining
Contractual
Term
(in
years)
|
Range
of
Exercise
Prices
|
|||||||||||||
Outstanding
at January 1, 2005
|
559,442 | $ | 11.98 | 3.7 |
$9.69
-
$12.25
|
|||||||||||
Granted
|
902,139 | 30.09 | 9.2 | |||||||||||||
Exercised
|
(559,442 | ) | 11.98 | |||||||||||||
Forfeited
|
(50,000 | ) | 29.38 | |||||||||||||
Outstanding
at December 31, 2005
|
852,139 | $ | 30.13 | 9.2 |
$29.38
-
$31.31
|
|||||||||||
Granted
|
263,237 | 40.37 | ||||||||||||||
Outstanding
at December 31, 2006
|
1,115,376 | $ | 32.55 | 8.5 |
$29.38
-
$40.39
|
|||||||||||
Granted
|
226,875 | 55.90 | ||||||||||||||
Exercised
|
(11,605 | ) | 31.31 | |||||||||||||
Outstanding
at December 31, 2007
|
1,330,646 | $ | 36.54 | 7.8 |
$29.38
-
$55.90
|
|||||||||||
Fully
vested
options at December 31, 2007
|
267,443 | $ | 34.28 | 7.6 |
Restricted
Stock Units
|
Weighted
average
Grant
Date Fair Value
|
|||||||
Outstanding
at January 1, 2005
|
||||||||
Granted
|
140,440 | $ | 31.31 | |||||
Forfeited
|
(1,536 | ) | 31.31 | |||||
Outstanding
at December 31, 2005
|
138,904 | 31.31 | ||||||
Granted
|
131,698 | 40.38 | ||||||
Forfeited
|
(4,999 | ) | 33.84 | |||||
Redeemed
|
(3,918 | ) | 33.53 | |||||
Outstanding
at December 31, 2006
|
261,685 | 35.79 | ||||||
Granted
|
102,905 | 56.54 | ||||||
Forfeited
|
(5,621 | ) | 43.71 | |||||
Redeemed
|
(672 | ) | 34.93 | |||||
Outstanding
at December 31, 2007
|
358,297 | 41.63 |
Year
Ended December
31
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Net
income allocable
to common
shareowners
|
$ | 48,490 | $ | 21,394 | $ | 44,113 | ||||||
Shares
(Denominator) –
basic
|
52,969,067 | 52,661,024 | 50,459,314 | |||||||||
Effect
of dilutive
securities
|
652,950 | 318,429 | 70,825 | |||||||||
Shares
(Denominator) –
diluted
|
53,622,017 | 52,979,453 | 50,530,139 | |||||||||
Earnings
per common
share:
|
||||||||||||
Basic
|
$ | 0.92 | $ | 0.41 | $ | 0.87 | ||||||
Diluted
|
$ | 0.90 | $ | 0.40 | $ | 0.87 |
2007
|
2006
|
2005
|
||||||||||
Non-cash
additions to properties
|
$ | 61,131 | $ | 24,051 | $ | 50,844 | ||||||
Note
receivable on Woodland sale (Note 2)
|
9,000 | |||||||||||
Capital
lease
obligations
|
2,138 | 91 |
2007
|
||||||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
Revenues
|
$ | 145,026 | $ | 152,274 | $ | 150,653 | $ | 178,869 | ||||||||
Equity
in
income of Unconsolidated Joint Ventures
|
8,186 | 9,239 | 11,275 | 11,798 | ||||||||||||
Income
before
minority and preferred interests
|
26,550 | 26,002 | 25,461 | 38,223 | ||||||||||||
Net
income
|
14,056 | 12,493 | 11,507 | 25,068 | ||||||||||||
Net
income
allocable to common shareowners
|
10,398 | 8,834 | 7,849 | 21,409 | ||||||||||||
Basic
earnings per common share -
|
||||||||||||||||
Net
income
|
$ | 0.19 | $ | 0.17 | $ | 0.15 | $ | 0.41 | ||||||||
Diluted
earnings per common share -
|
||||||||||||||||
Net
income
|
$ | 0.19 | $ | 0.16 | $ | 0.15 | $ | 0.40 |
2006
(1)
|
||||||||||||||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
Revenues
|
$ | 138,021 | $ | 139,276 | $ | 138,913 | $ | 163,074 | ||||||||
Equity
in
income of Unconsolidated Joint Ventures
|
8,471 | 7,412 | 7,082 | 10,579 | ||||||||||||
Income
before
minority and preferred interests
|
21,408 | 20,972 | 17,561 | 35,199 | ||||||||||||
Net
income
|
11,434 | 7,791 | 5,024 | 20,868 | ||||||||||||
Net
income
(loss) allocable to common shareowners
|
5,431 | (2,612 | ) | 1,366 | 17,209 | |||||||||||
Basic
earnings per common share -
|
||||||||||||||||
Net
income (loss)
|
$ | 0.10 | $ | (0.05 | ) | $ | 0.03 | $ | 0.33 | |||||||
Diluted
earnings per common share -
|
||||||||||||||||
Net
income (loss)
|
$ | 0.10 | $ | (0.05 | ) | $ | 0.03 | $ | 0.32 |
(1)
|
Amounts
include a $2.1 million charge incurred in the first quarter of
2006 in
connection with the write-off of financing costs related to the
refinancing of the loan on Willow Bend prior to maturity, charges
of $4.6
million from the second quarter of 2006 associated with the redemption
of
the remaining $113 million of the Series A Preferred Stock and
the
redemption of the Series I Preferred Stock, and a $1.0 million
charge from
the third quarter of 2006 incurred due to the write-off of financing
costs
related to the refinancing of the loan on Dolphin prior to
maturity.
|
Additions
|
|||||||||||||||||||||
Balance
at
beginning
of year
|
Charged
to
costs and expenses
|
Charged
to
other
accounts
|
Write-offs
|
Transfers,
net
|
Balance
at
end
of
year
|
||||||||||||||||
Year
ended
December 31, 2007
|
|||||||||||||||||||||
Allowance
for doubtful
receivables
|
$ | 7,581 | $ | 1,830 | $ | (3,423 | ) | $ | 706 | (1) | $ | 6,694 | |||||||||
Year
ended
December 31, 2006
|
|||||||||||||||||||||
Allowance
for doubtful
receivables
|
$ | 5,497 | $ | 5,110 | $ | (3,055 | ) | $ | 29 | (2) | $ | 7,581 | |||||||||
Year
ended
December 31, 2005
|
|||||||||||||||||||||
Allowance
for doubtful
receivables
|
$ | 8,661 | 2,512 | (5,676 | ) | $ | 5,497 |
(1)
|
Represents
the
transfer in of The Pier Shops. Prior to April 13, 2007, the Company
accounted for its interest in The Pier Shops under the equity
method.
|
(2)
|
Represents
the
transfer in of Cherry Creek. Prior to January 1, 2006, the Company
accounted for its interest in Cherry Creek under the equity
method.
|
Initial
Cost
to
Company
|
Gross
Amount
at Which
Carried
at
Close of Period
|
|||||||||||||||||||||||||||||
Land
|
Buildings,
Improvements,
and
Equipment
|
Cost
Capitalized Subsequent to Acquisition
|
Land
|
BI&E
|
Total
|
Accumulated
Depreciation (A/D)
|
Total
Cost
Net of A/D
|
Encumbrances
|
Date
of
Completion of Construction
or
Acquisition
|
Depreciable
Life
|
||||||||||||||||||||
Shopping
Centers:
|
||||||||||||||||||||||||||||||
Beverly
Center, Los Angeles,
CA
|
$ | 209,093 | $ | 55,855 | $ | 264,948 | $ | 264,948 | $ | 111,764 | $ | 153,184 | $ | 338,779 |
1982
|
40
Years
|
||||||||||||||
Cherry
Creek Shopping
Center,
Denver,
CO
|
99,260 | 109,216 | 208,476 | 208,476 | 93,599 | 114,877 | 280,000 |
1990
|
40
Years
|
|||||||||||||||||||||
Dolphin
Mall, Miami, FL
|
$ | 34,881 | 238,571 | 43,321 | $ | 34,881 | 281,892 | 316,773 | 55,401 | 261,372 | 139,000 | (1) |
2001
|
50
Years
|
||||||||||||||||
Fairlane
Town Center, Dearborn,
MI
|
17,330 | 104,668 | 34,240 | 17,330 | 138,908 | 156,238 | 52,421 | 103,817 | 80,000 | (1) |
1996
|
40
Years
|
||||||||||||||||||
Great
Lakes Crossing, Auburn Hills,
MI
|
15,506 | 194,284 | 25,518 | 15,506 | 219,802 | 235,308 | 80,905 | 154,403 | 140,449 |
1998
|
50
Years
|
|||||||||||||||||||
International
Plaza, Tampa,
FL
|
308,841 | 11,411 | 320,252 | 320,252 | 68,767 | 251,485 | 175,150 |
2001
|
50
Years
|
|||||||||||||||||||||
MacArthur
Center, Norfolk,
VA
|
145,768 | 12,993 | 158,761 | 158,761 | 41,203 | 117,558 | 135,439 |
1999
|
50
Years
|
|||||||||||||||||||||
Northlake
Mall, Charlotte,
NC
|
22,540 | 147,973 | 2,688 | 22,540 | 150,661 | 173,201 | 23,306 | 149,895 | 215,500 |
2005
|
50
Years
|
|||||||||||||||||||
The
Mall at Partridge
Creek,
Clinton
Township, MI
|
14,108 | 122,974 | 14,108 | 122,974 | 137,082 | 2,020 | 135,062 | 62,126 |
2007
|
50
Years
|
||||||||||||||||||||
The
Pier Shops at Caesars,
Atlantic
City, NJ
|
178,044 | 178,044 | 178,044 | 9,339 | 168,705 | 135,000 |
2006
|
50
Years
|
||||||||||||||||||||||
Regency
Square, Richmond,
VA
|
18,635 | 101,600 | 10,841 | 18,635 | 112,441 | 131,076 | 37,551 | 93,525 | 76,591 |
1997
|
40
Years
|
|||||||||||||||||||
The
Mall at Short Hills, Short Hills,
NJ
|
25,114 | 168,504 | 119,328 | 25,114 | 287,832 | 312,946 | 114,539 | 198,407 | 540,000 |
1980
|
40
Years
|
|||||||||||||||||||
Stony
Point Fashion Park, Richmond,
VA
|
10,677 | 100,315 | 915 | 10,677 | 101,230 | 111,907 | 26,167 | 85,740 | 110,411 |
2003
|
50
Years
|
|||||||||||||||||||
Twelve
Oaks Mall, Novi,
MI
|
25,410 | 191,185 | 75,982 | 25,410 | 267,167 | 292,577 | 78,733 | 213,844 | 60,000 | (1) |
1977
|
50
Years
|
||||||||||||||||||
The
Mall at Wellington
Green,
Wellington,
FL
|
18,967 | 192,081 | 8,654 | 21,439 | 198,263 | 219,702 | 55,023 | 164,679 | 200,000 |
2001
|
50
Years
|
|||||||||||||||||||
The
Shops at Willow Bend, Plano,
TX
|
26,192 | 229,058 | 6,998 | 26,192 | 236,056 | 262,248 | 53,590 | 208,658 |
2001
|
50
Years
|
||||||||||||||||||||
Other:
|
||||||||||||||||||||||||||||||
Office
Facilities
|
25,917 | 25,917 | 25,917 | 13,167 | 12,750 | |||||||||||||||||||||||||
Peripheral
Land
|
30,484 | 30,484 | 30,484 | 30,484 | ||||||||||||||||||||||||||
Construction
in Process and
Development
Pre-Construction
Costs
|
166,931 | 9,980 | 176,911 | 176,911 | 176,911 | |||||||||||||||||||||||||
Assets
under CDD
obligations
|
4,164 | 61,411 | 4,164 | 61,411 | 65,575 | 15,187 | 50,388 | |||||||||||||||||||||||
Other
|
2,710 | 2,710 | 2,710 | 593 | 2,117 | |||||||||||||||||||||||||
Total
|
$ | 264,008 | $ | 2,963,271 | $ | 553,857 | $ | 266,480 | $ | 3,514,656 | $ | 3,781,136 | (2) | $ | 933,275 | $ | 2,847,861 |
Total
Real
Estate
Assets
|
Total
Real
Estate
Assets
|
Total
Real
Estate
Assets
|
Accumulated
Depreciation
|
Accumulated
Depreciation (5)
|
Accumulated
Depreciation (5)
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2007
|
2006
|
2005
|
||||||||||||||||||||
Balance,
beginning of year
|
$ | 3,398,122 | $ | 3,081,324 | $ | 2,936,964 |
Balance,
beginning of year
|
$ | (821,384 | ) | $ | (651,665 | ) | $ | (558,891 | ) | |||||||||
New
development and
improvements
|
229,199 | 151,428 | 173,297 |
Depreciation
for year
|
(128,358 | ) | (128,488 | ) | (120,673 | ) | |||||||||||||||
Disposals/Write-offs
|
(23,179 | ) | (39,672 | ) | (27,905 | ) |
Disposals/Write-offs
|
23,179 | 39,195 | 27,782 | |||||||||||||||
Transfers
In/(Out)
|
176,994 | (3) | 205,042 | (4) | (1,032 | ) |
Transfers
In/(Out)
|
(6,712 | ) (3) | (80,426 | ) (4) | 117 | |||||||||||||
Balance,
end
of year
|
$ | 3,781,136 | $ | 3,398,122 | $ | 3,081,324 |
Balance,
end
of year
|
$ | (933,275 | ) | $ | (821,384 | ) | $ | (651,665 | ) |
(1)
|
These
centers
are collateral for the Company’s $550 million line of credit. Borrowings
under the line of credit are primary obligations of the entities
owning
these centers.
|
(2)
|
The
unaudited
aggregate costs for federal income tax purposes as of December
31, 2007
was $3.484 billion.
|
(3)
|
Includes
costs
related to The Pier Shops at Caesars, which became a consolidated
center
in 2007.
|
(4)
|
Includes
costs
related to Cherry Creek Shopping Center, which became a consolidated
center in 2006.
|
(5)
|
Does
not
include depreciation of assets recoverable from
tenants.
|
TAUBMAN
CENTERS, INC.
|
||
Date:
February 27, 2008
|
By:
|
/s/
Robert
S.
Taubman
|
Robert
S.
Taubman, Chairman of the Board, President,
and
Chief
Executive Officer
|
Signature
|
Title
|
Date
|
/s/
Robert S. Taubman
|
Chairman
of
the Board, President,
|
February
27,
2008
|
Robert
S.
Taubman
|
Chief
Executive Officer, and Director
|
|
(Principal
Executive Officer)
|
||
/s/
Lisa A. Payne
|
Vice
Chairman, Chief Financial
|
February
27,
2008
|
Lisa
A.
Payne
|
Officer,
and
Director (Principal Financial Officer)
|
|
/s/
William S. Taubman
|
Chief
Operating Officer,
|
February
27,
2008
|
William
S.
Taubman
|
and
Director
|
|
/s/
Esther R. Blum
|
Senior
Vice
President, Controller, and
|
February
27,
2008
|
Esther
R.
Blum
|
Chief
Accounting Officer
|
|
*
|
Director
|
February
27,
2008
|
Graham
Allison
|
||
*
|
Director
|
February
27,
2008
|
Jerome
A.
Chazen
|
||
*
|
Director
|
February
27,
2008
|
Craig
M.
Hatkoff
|
||
*
|
Director
|
February
27,
2008
|
Peter
Karmanos, Jr.
|
||
*
|
Director
|
February
27,
2008
|
William
U.
Parfet
|
||
*
|
Director
|
February
27,
2008
|
Ronald
W.
Tysoe
|
*By:
|
/s/
Lisa
A.
Payne
|
Lisa
A.
Payne,
as
Attorney-in-Fact
|
3(a)
|
--
|
Restated
By-Laws of Taubman Centers, Inc. (incorporated herein by reference
to
Exhibit 3 filed with the Registrant's Quarterly Report on Form
10-Q for
the quarter ended June 30, 2005.
|
3(b)
|
--
|
Restated
Articles of Incorporation of Taubman Centers, Inc. (incorporated
herein by
reference to Exhibit 3 filed with the Registrant's Quarterly
Report on
Form 10-Q for the quarter ended June 30, 2006).
|
4(a)
|
--
|
Loan
Agreement dated as of January 15, 2004 among La Cienega Associates,
as
Borrower, Column Financial, Inc., as Lender (incorporated herein
by
reference to Exhibit 4 filed with the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004 ("2004 First Quarter
Form
10-Q")).
|
4(b)
|
--
|
Assignment
of
Leases and Rents, La Cienega Associates, Assignor, and Column
Financial,
Inc., Assignee, dated as of January 15, 2004 (incorporated herein
by
reference to Exhibit 4 filed with the 2004 First Quarter Form
10-Q).
|
4(c)
|
--
|
Leasehold
Deed of Trust, with Assignment of Leases and Rents, Fixture Filing,
and
Security Agreement, dated as of January 15, 2004, from La Cienega
Associates, Borrower, to Commonwealth Land Title Company, Trustee,
for the
benefit of Column Financial, Inc., Lender (incorporated herein
by
reference to Exhibit 4 filed with the 2004 First Quarter Form
10-Q).
|
4(d)
|
--
|
Amended
and
Restated Promissory Note A-1, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.1 filed with the Registrant’s Current Report on
Form 8-K dated December 16, 2005).
|
4(e)
|
--
|
Amended
and
Restated Promissory Note A-2, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.2 filed with the Registrant’s Current Report on
Form 8-K dated December 16, 2005).
|
4(f)
|
--
|
Amended
and
Restated Promissory Note A-3, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.3 filed with the Registrant’s Current Report on
Form 8-K dated December 16, 2005).
|
4(g)
|
--
|
Amended
and
Restated Mortgage, Security Agreement and Fixture Filings, dated
December
14, 2005 by Short Hills Associates L.L.C. to Metropolitan Life
Insurance
Company (incorporated by reference to Exhibit 4.4 filed with
the
Registrant’s Current Report on Form 8-K dated December 16,
2005).
|
4(h)
|
--
|
Amended
and
Restated Assignment of Leases, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.5 filed with the Registrant’s Current Report on
Form 8-K dated December 16, 2005).
|
4(i)
|
--
|
Amended
and
Restated Secured Revolving Credit Agreement, dated as of August
9, 2006,
by and among Dolphin Mall Associates Limited Partnership, Fairlane
Town
Center LLC and Twelve Oaks Mall, LLC, as Borrowers, Eurohypo
AG, New York
Branch, as Administrative Agent and Lead Arranger, and the various
lenders
and agents on the signature pages thereto (incorporated herein
by
reference to Exhibit 4.1 filed with the Registrant’s Current Report on
Form 8-K dated August 9, 2006).
|
4(j)
|
--
|
Second
Amended and Restated Secured Revolving Credit Agreement, dated
as of
November 1, 2007, by and among Dolphin Mall Associates Limited
Partnership, Fairlane Town Center LLC and Twelve Oaks Mall, LLC,
as
Borrowers, Eurohypo AG, New York Branch, as Administrative Agent
and Lead
Arranger, and the various lenders and agents on the signature
pages
thereto (incorporated herein by reference to Exhibit 4.1 filed
with the
Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
4(k)
|
--
|
Second
Amended and Restated Mortgage, Assignment of Leases and Rents and
Security
Agreement, dated as of August 9, 2006, by and between Dolphin Mall
Associates Limited Partnership and Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.5
filed with the Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
|
4(l)
|
--
|
Third
Amended
and Restated Mortgage, Assignment of Leases and Rents and Security
Agreement, dated as of November 1, 2007, by and between Dolphin
Mall
Associates Limited Partnership and Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.5
filed with the Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
|
4(m)
|
--
|
Amended
and
Restated Mortgage, dated as of August 9, 2006, by and between Fairlane
Town Center LLC and Eurohypo AG, New York Branch, as Administrative
Agent
(incorporated herein by reference to Exhibit 4.3 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
|
4(n)
|
--
|
Second
Amended and Restated Mortgage, dated as of November 1, 2007, by
and
between Fairlane Town Center LLC and Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.3
filed with the Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
|
4(o)
|
--
|
Amended
and
Restated Mortgage, dated as of August 9, 2006, by and between Twelve
Oaks
Mall, LLC and Eurohypo AG, New York Branch, as Administrative Agent
(incorporated herein by reference to Exhibit 4.4 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
|
4(p)
|
--
|
Second
Amended and Restated Mortgage, dated as of November 1, 2007, by
and
between Twelve Oaks Mall, LLC and Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.4
filed with the Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
|
4(q)
|
--
|
Guaranty
of
Payment, dated as of August 9, 2006, by and among The Taubman Realty
Group
Limited Partnership, Fairlane Town Center LLC and Twelve Oaks Mall,
LLC
(incorporated herein by reference to Exhibit 4.2 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
|
4(r)
|
--
|
Guaranty
of
Payment, dated as of November 1, 2007, by and among The Taubman
Realty
Group Limited Partnership, Fairlane Town Center LLC and Twelve
Oaks Mall,
LLC (incorporated herein by reference to Exhibit 4.2 filed with
the
Registrant’s Current Report on Form 8-K dated November 1,
2007).
|
|
4(s)
|
--
|
Loan
Agreement dated January 8, 2008, by and between Tampa Westshore
Associates
Limited Partnership and Eurohypo AG, New York Branch, as Administrative
Agent, Joint Lead Arranger and Joint Book Runner and the various
lenders
and agents on the signature pages thereto (incorporated herein
by
reference to Exhibit 4.1 filed with the Registrant’s Current Report on
Form 8-K dated January 8, 2008).
|
|
4(t)
|
--
|
Amended
and
Restated Leasehold Mortgage, Security Agreement and Financing Statement
dated January 8, 2008, by Tampa Westshore Associates Limited Partnership,
in favor of Eurohypo AG, New York Branch, as Administrative Agent
(incorporated herein by reference to Exhibit 4.2 filed with the
Registrant’s Current Report on Form 8-K dated January 8,
2008).
|
|
4(u)
|
--
|
Assignment
of
Leases and Rents dated January 8, 2008, by Tampa Westshore Associates
Limited Partnership, in favor of Eurohypo AG, New York Branch, as
Administrative Agent (incorporated herein by reference to Exhibit
4.3
filed with the Registrant’s Current Report on Form 8-K dated January 8,
2008).
|
|
4(v)
|
--
|
Carveout
Guaranty dated January 8, 2008, by The Taubman Realty Group Limited
Partnership to and for the benefit of Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.4
filed with the Registrant’s Current Report on Form 8-K dated January 8,
2008).
|
*10(a)
|
--
|
The
Taubman
Realty Group Limited Partnership 1992 Incentive Option Plan, as
Amended
and Restated Effective as of September 30, 1997 (incorporated herein
by
reference to Exhibit 10(b) filed with the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 1997).
|
*10(b)
|
--
|
First
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Option Plan as Amended and Restated Effective as of September 30,
1997,
effective January 1, 2002 (incorporated herein by reference to
Exhibit
10(b) filed with the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2001 (“2001 Form 10-K”)).
|
*10(c)
|
--
|
Second
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(c) filed with the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2004 (“2004 Form 10-K”)).
|
*10(d)
|
--
|
Third
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(d) filed with the
2004
Form 10-K).
|
*10(e)
|
--
|
Fourth
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(a) filed with the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2007).
|
*10(f)
|
--
|
The
Form of
The Taubman Realty Group Limited Partnership 1992 Incentive Option
Plan
Option Agreement (incorporated herein by reference to Exhibit 10(e)
filed
with the 2004 Form 10-K).
|
10(g)
|
--
|
Master
Services Agreement between The Taubman Realty Group Limited Partnership
and the Manager (incorporated herein by reference to Exhibit 10(f)
filed
with the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 1992).
|
10(h)
|
--
|
Amended
and
Restated Cash Tender Agreement among Taubman Centers, Inc., The
Taubman
Realty Group Limited Partnership, and A. Alfred Taubman, A. Alfred
Taubman, acting not individually but as Trustee of the A. Alfred
Taubman
Restated Revocable Trust, and TRA Partners, (incorporated herein
by
reference to Exhibit 10 (a) filed with the Registrant’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2000 (“2000 Second Quarter
Form 10-Q”)).
|
*10(i)
|
--
|
Supplemental
Retirement Savings Plan (incorporated herein by reference to Exhibit
10(i)
filed with the Registrant's Annual Report on Form 10-K for the
year ended
December 31, 1994).
|
*10(j)
|
--
|
The
Taubman
Company Long-Term Compensation Plan (as amended and restated effective
January 1, 2000) (incorporated herein by reference to Exhibit 10
(c) filed
with the 2000 Second Quarter Form 10-Q).
|
*10(k)
|
--
|
First
Amendment to the Taubman Company Long-Term Compensation Plan (as
amended
and restated effective January 1, 2000) (incorporated herein by
reference
to Exhibit 10(m) filed with the 2004 Form 10-K).
|
*10(l)
|
--
|
Second
Amendment to the Taubman Company Long-Term Performance Compensation
Plan
(as amended and restated effective January 1, 2000)(incorporated
herein by
reference to Exhibit 10(n) filed with the Registrant's Annual Report
on
Form 10-K for the year ended December 31, 2005).
|
*10(m)
|
--
|
The
Taubman
Company 2005 Long-Term Incentive Plan (incorporated herein by reference
to
the Form DEF14A filed with the Securities and Exchange Commission
on April
5, 2005).
|
*10(n)
|
--
|
Employment
Agreement between The Taubman Company Limited Partnership and Lisa
A.
Payne (incorporated herein by reference to Exhibit 10 filed with
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
1997).
|
*10(o)
|
--
|
Change
of
Control Agreement, dated July 17, 2006, by and among the Company,
Taubman
Realty Group Limited Partnership, and Lisa A. Payne (incorporated
herein
by reference to Exhibit 10.2 filed with the Registrant’s Current Report on
Form 8-K dated July 17, 2006).
|
*10(p)
|
--
|
Form
of
Change of Control Agreement (incorporated herein by reference to
Exhibit
10.1 filed with the Registrant’s Current Report on Form 8-K dated July 17,
2006).
|
10(q)
|
--
|
Second
Amended and Restated Continuing Offer, dated as of May 16, 2000.
(incorporated herein by reference to Exhibit 10 (b) filed with
the 2000
Second Quarter Form 10-Q).
|
10(r)
|
--
|
The
Second
Amendment and Restatement of Agreement of Limited Partnership of
the
Taubman Realty Group Limited Partnership dated September 30, 1998
(incorporated herein by reference to Exhibit 10 filed with the
Registrant’s Quarterly Report on Form 10-Q dated September 30,
1998).
|
10(s)
|
--
|
Annex
II to
Second Amendment to the Second Amendment and Restatement of Agreement
of
Limited Partnership of The Taubman Realty Group Limited Partnership
(incorporated herein by reference to Exhibit 10(p) filed with Registrant’s
Annual Report on Form 10-K for the year ended December 31,
1999).
|
10(t)
|
--
|
Annex
III to
The Second Amendment and Restatement of Agreement of Limited Partnership
of The Taubman Realty Group Limited Partnership, dated as of May
27, 2004
(incorporated by reference to Exhibit 10(c) filed with the 2004
Second
Quarter Form 10-Q).
|
10(u)
|
--
|
Second
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of The Taubman Realty Group Limited Partnership effective
as
of September 3, 1999 (incorporated herein by reference to Exhibit
10(a)
filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
|
10(v)
|
--
|
Third
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
May 2,
2003 (incorporated herein by reference to Exhibit 10(a) filed with
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2003).
|
10(w)
|
--
|
Fourth
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
December 31, 2003 (incorporated herein by reference to Exhibit
10(x) filed
with the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2003).
|
10(x)
|
--
|
Fifth
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
February 1, 2005 (incorporated herein by reference to Exhibit 10.1
filed
with the Registrant’s Current Report on Form 8-K filed on February 7,
2005).
|
10(y)
|
--
|
Sixth
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
March
29, 2006 (incorporated herein by reference to Exhibit 10 filed
with the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2006).
|
10(z)
|
--
|
Seventh
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
December 14, 2007.
|
10(aa)
|
--
|
Amended
and
Restated Shareholders' Agreement dated as of October 30, 2001 among
Taub-Co Management, Inc., The Taubman Realty Group Limited Partnership,
The A. Alfred Taubman Restated Revocable Trust, and Taub-Co Holdings
LLC
(incorporated herein by reference to Exhibit 10(q) filed with the
2001
Form 10-K).
|
*10(ab)
|
--
|
The
Taubman
Realty Group Limited Partnership and The Taubman Company LLC Election
and
Option Deferral Agreement (incorporated herein by reference to
Exhibit
10(r) filed with the 2001 Form
10-K).
|
10(ac)
|
--
|
Operating
Agreement of Taubman Land Associates, a Delaware Limited Liability
Company, dated October 20, 2006 (incorporated herein by reference
to
Exhibit 10(ab) filed with the Registrant's Annual Report on Form
10-K for
the year ended December 31, 2006 (“2006 Form 10-K”)).
|
10(ad)
|
--
|
Amended
and
Restated Agreement of Partnership of Sunvalley Associates, a California
general partnership (incorporated herein by reference to Exhibit
10(a)
filed with the Registrant’s Amended Quarterly Report on Form 10-Q/A for
the quarter ended June 30, 2002).
|
*10(ae)
|
--
|
Summary
of
Compensation for the Board of Directors of Taubman Centers, Inc.
(incorporated
herein by reference to Exhibit 10(ae) filed with the 2006 Form
10-K).
|
*10(af)
|
--
|
The
Form of
The Taubman Company Restricted Stock Unit Award Agreement (incorporated
by
reference to Exhibit 10 filed with the Registrant’s Current Report on Form
8-K dated May 18, 2005).
|
*10(ag)
|
--
|
The
Taubman
Centers, Inc. Non-Employee Directors' Deferred Compensation Plan
(incorporated by reference to Exhibit 10 filed with the Registrant’s
Current Report on Form 8-K dated May 18, 2005).
|
*10(ah)
|
--
|
The
Form of
The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation
Plan (incorporated by reference to Exhibit 10 filed with the Registrant’s
Current Report on Form 8-K dated May 18, 2005).
|
12
|
--
|
Statement
Re:
Computation of Taubman Centers, Inc. Ratio of Earnings to Combined
Fixed
Charges and Preferred Dividends.
|
21
|
--
|
Subsidiaries
of Taubman Centers, Inc.
|
23
|
--
|
Consent
of
Independent Registered Public Accounting Firm.
|
24
|
--
|
Powers
of
Attorney.
|
31(a)
|
--
|
Certification
of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31(b)
|
--
|
Certification
of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32(a)
|
--
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
||
32(b)
|
--
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
99(a)
|
--
|
Debt
Maturity
Schedule.
|
99(b)
|
--
|
Real
Estate
and Accumulated Depreciation Schedule of the Unconsolidated Joint
Ventures
of The Taubman Realty Group Limited
Partnership.
|
*
|
A
management
contract or compensatory plan or arrangement required to be
filed.
|