UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2006.
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from ___________________ to _________________
		Commission File Number 1-11530
TAUBMAN CENTERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Michigan			38-2033632
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)
200 East Long Lake Road
Suite 300, P.O. Box 200
Bloomfield Hills, Michigan			48303-0200
(Address of principal executive office)			(Zip Code)
Registrant's telephone number, including area code:			(248) 258-6800
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. x Yes o No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes x No
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. x Yes o No
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, or a non-accelerated filer. See definition of "accelerate filer and large accelerated filer" in Rule 12b-2 of the Exchange Act). Large Accelerated Filer x Accelerated Filer o Non-Accelerated Filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
The aggregate market value of the 52,564,093 shares of Common Stock held by non-affiliates of the registrant as of February 26, 2007 was $2.1 billion, based upon the closing price $40.90 on the New York Stock Exchange composite tape on June 30, 2006. (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, 2007, there were outstanding 53,594,244 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual shareholders meeting to be held in 2007 are incorporated by reference into 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 624,000 square feet of Mall GLA. The smallest center has approximately 60 stores, and the largest has over 200 stores. Of the 22 centers, 19 are super-regional shopping centers;

·	have approximately 3,000 stores operated by their mall tenants under approximately 1,000 trade names;

·	have 64 anchors, operating under 15 trade names;

·	lease most of Mall GLA to national chains, including subsidiaries or divisions of The Limited (The Limited, Express, Victoria's Secret, and others), Gap (Gap, Gap Kids, Banana Republic, Old Navy, and others), and Foot Locker, Inc. (Foot Locker, Lady Foot Locker, Champs Sports, and others); and

·	are among the most productive (measured by mall tenants' average sales per square foot) in the United States. In 2006, mall tenants had average sales per square foot of $539, which is significantly greater than the average for all regional shopping centers owned by public companies.

·	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 has been unique in the industry and 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.

(1)	Began opening in phases.

(2)	In July 2004, an additional 23.6% interest in the center was acquired.

(3)	In January 2004, the joint venture partner’s 30% interest in the center was acquired.

(1)	Excludes leases that expire in 2007 for which renewal leases or leases with replacement tenants have been executed as of December 31, 2006.

·	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 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.

(1)	Nordstrom will occupy the former Lord & Taylor space, which closed on April 2005.

(2)	GLA includes the former Lord & Taylor store, which closed in June 2006.

(3)	In addition to the 2007 Nordstrom addition, an expansion and renovation of Macy’s and additional store space will open in September 2007.

(4)	GLA includes the former Lord & Taylor store, which closed in April 2005.

(5)	The Company is in final negotiations to increase its ownership from 30% to 50%.

(6)	GLA includes the space formerly occupied by Filene’s, which is 100% leased and will include a mix of stores and restaurants. The expected opening date is November 2007.

(1)	Excludes three Neiman Marcus-Last Call stores at value centers.

(2)	Nordstrom will open at Cherry Creek and Twelve Oaks in Fall 2007, and Waterside in 2008.

(3)	Excludes three Off 5th Saks stores at value centers.

(4)	Percentages in table may not add due to rounding.

(1)	Amortizing principal based on 30 years.

(2)	No defeasance deposit required if paid within three months of maturity date.

(3)	Loan may be defeased earlier of 2 years from the date the final note is securitized or 5/11/09.

(4)	Subfacility in $350 million revolving line of credit. Facility may be increased to $650 million subject to available lender commitments and additional secured collateral.

(5)	The maturity date may be extended one year.

(6)	Prepayment can be made without penalty.

(7)	Debt is reduced by $0.2 million of purchase accounting discount from acquisition which increases the stated rate on the debt of 4.21% to an effective rate of 4.38%.

(8)	The operating partnership has entered into three forward starting swaps totaling $150 million to partially hedge the refinancing of this debt at maturity. The weighted average forward swap rate for these three swaps is 5.33% excluding the credit spread.

(9)	No defeasance deposit required if paid within one month of maturity date.

(10)	Debt includes $2.8 million of purchase accounting premium from acquisition which reduces the stated rate on the debt of 7.59% to an effective rate of 6.87%.

(11)	No defeasance deposit required if paid within four months of maturity date.

(12)	No defeasance deposit required if paid within six months of maturity date.

(13)	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.

(14)	The facility is a $40 million line of credit and is secured by an indirect interest in 40% of Short Hills.

(15)	Debt may be prepaid with a yield maintenance prepayment penalty. No prepayment penalty is due if prepaid within six months of maturity date.

(16)	Interest only through 4/9/08. Thereafter, principal will be amortized based on 30 years. Annual debt service will be $14,245.

(17)	Beginning 1/2/07, debt is swapped at 5.05% +0.90% credit spread. Effective rate of 5.95% from 1/2/07 to 11/1/12.

(18)	Loan may be defeased earlier of 2 years from the date the final note is securitized or 9/28/09.

(1)	Sales per square foot is presented for the comparable centers, including value centers.

(1)	See “Planned Capital Spending-New Centers”.

(1)	Excludes any options to extend the maturities (see the footnotes to our financial statements regarding extension options).

(2)	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.

(3)	See "Liquidity and Capital Resources - Contractual Obligations".

(4)	TRG revolving credit facility was amended in August 2006.

(5)	The loan was repaid in December 2005.

(6)	The loan was repaid in February 2006.

(7)	The loan was repaid in May 2005.

(8)	The remaining balance on the loan was refinanced with the TRG revolving credit facility in August 2006.

(1)	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).

(2)	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).

(3)	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).

(4)	A $2.7 million charge was recognized upon redemption of this preferred equity, comprised of the difference between the redemption price ($100.0 million) and its book value ($97.3 million).

(5)	For each common share repurchased, a unit of TRG partnership interest is similarly redeemed.

(6)	Proceeds were used to redeem $113 million of our remaining 8.30% Series A Cumulative Redeemable Preferred Stock.

(7)	Proceeds were used to redeem $87 million of our outstanding $200 million 8.30% Series A Cumulative Redeemable Preferred Stock.

(8)	Proceeds were used to redeem all of the outstanding TRG 9% Series C and D Cumulative Redeemable Preferred Equity for $100 million.

(9)

Reflects units of partnership interest issued without any corresponding change in our common shares outstanding. With these changes in partnership units outstanding, corresponding changes may also occur in the Series B Preferred Stock (see Note 16 to our financial statements regarding this relationship).

(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)	Included in depreciation and amortization of the Consolidated Businesses and Unconsolidated Joint Ventures (at 100%) are $13.4 million and $6.7 million, respectively, of depreciation of center replacement assets for 2006, and $11.5 million and $8.8 million, respectively, for 2005.

(4)

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.

(5)	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.

(6)

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.

(7)	Certain reclassifications have been made to prior year information to conform to current year classifications. Amounts in this table may not add due to rounding.

(1)

With the exception of the Supplemental Information, amounts include 100% of the Unconsolidated Joint Ventures. Amounts are net of intercompany transactions and exclude the gain on the sale of Woodland (Note 5). 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 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)	Included in depreciation and amortization of the Consolidated Businesses and Unconsolidated Joint Ventures (at 100%) are $11.5 million and $8.5 million, respectively, of depreciation of center replacement assets for 2005, and $9.1 million and $9.6 million, respectively, for 2004.

(4)

Amortization of the additional basis included in depreciation and amortization was $4.3 million and $4.2 million in 2005 and 2004, respectively. Also, amortization of our additional basis in the Operating Partnership included in equity in income of Unconsolidated Joint Ventures was $3.0 million in both 2005 and 2004.

(5)	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.

(6)	TRG preferred distributions for 2004 include a $2.7 million charge incurred in connection with the redemption of the Series C and D preferred equity.

(7)	Preferred dividends in 2005 include a $3.1 million charge incurred in connection with the partial redemption of the Series A Preferred Stock.

(8)	Amounts in this table may not add due to rounding. Certain reclassifications have been made to prior year information to conform to current year classifications.

(1)

Depreciation includes $10.2 million, $10.1 million, and $8.1 million of mall tenant allowance amortization for the years ended December 31, 2006, 2005, and 2004, respectively. Depreciation also includes TRG’s beneficial interest in depreciation of center replacement assets recoverable from tenants of $15.7 million, $15.7 million, and $14.2 million for the years ended December 31, 2006, 2005, and 2004, respectively.

(2)	Amounts in this table may not add due to rounding.

(1)	Amounts in this table may not add due to rounding.

·	Completed financings of approximately $1.1 billion relating to our $350 million revolving line of credit, Cherry Creek, Northlake, Partridge Creek, the land under Sunvalley, and Waterside and paid off floating rate loans on Willow Bend and Oyster Bay.

·	Acquired a 50% interest in the land under Sunvalley.

·	Redeemed $113 million of preferred stock.

·	Continued to be active in construction and development activities for both existing centers and centers currently under development.

(1)	Represents weighted average interest rate before amortization of financing costs.

(2)	$15 million of floating rate debt is swapped at 5.95% from January 2, 2007 to November 1, 2012.

(3)	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.

(4)	Amounts in table may not add due to rounding.

(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, 2006.

(2)	As of December 31, 2006, we were contractually committed for $90.9 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.

(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 the renovation of the former Filene's space at Stamford Town Center, the expansion at Twelve Oaks, and the expansion and renovation of Waterside.

(5)	Excludes initial lease-up costs.

(6)	Amounts in this table may not add due to rounding.

(1)	Costs are net of intercompany profits and are computed on an accrual basis.

(2)	Primarily includes project costs of Oyster Bay.

(3)	Primarily includes costs related to Northlake and Partridge Creek.

(4)	Includes costs related to the acquisition of the former Filene's space at Stamford Town Center, the former Lord & Taylor space at Cherry Creek, and the expansion and renovation of Waterside.

(5)	Excludes initial lease-up costs.

(6)	Amounts in this table may not add due to rounding.

(1)	Costs are net of intercompany profits.

(2)	Primarily includes costs related to Partridge Creek and Oyster Bay.

(3)	Primarily includes costs related to the expansion and renovation of Twelve Oaks and Stamford Town Center.

(4)	Amounts in this table may not add due to rounding.

(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. 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 $3,750 in 2006 and will receive in 2007 grants of Common Stock on a quarterly basis having a value of $12,500.

(2)	No options were exercised or granted between January 1, 2007 and February 26, 2007. In addition, no restricted stock units were granted between January 1, 2007 and February 26, 2007.

(3)	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.

(4)

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.

(5)	The restricted stock units are excluded because they are converted into Common Stock on a one-for-one basis at no additional cost.

(6)	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.