UNITED
STATES
|
|||
SECURITIES
AND EXCHANGE COMMISSION
|
|||
WASHINGTON,
D.C. 20549
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FORM
10-K
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|||
x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
||
For
the fiscal year ended December 31, 2008.
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OR
|
|||
o
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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.)
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||
200
East Long Lake Road, Suite 300
|
|||
Bloomfield
Hills, Michigan
|
48304-2324
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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:
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Name
of each exchange
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|||
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
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||
Redeemable
Preferred Stock,
|
|||
No
Par Value
|
|||
7.625%
Series H Cumulative
|
New
York Stock Exchange
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||
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
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|||
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
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|||
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). o Yes x No
|
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The
aggregate market value of the 51,850,290 shares of Common Stock held by
non-affiliates of the registrant as of June 30, 2008 was $2.5 billion,
based upon the closing price $48.65 per share on the New York Stock
Exchange composite tape on June 30, 2008. (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 23,
2009, there were outstanding 53,044,236 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
2009 are incorporated by reference into Part
III.
|
PART
I
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||
PART
II
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||
PART
III
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||
PART
IV
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·
|
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 282,000 and 1.6 million square feet of GLA and between
197,000 and 636,000 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 900 trade names;
|
·
|
have
68 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/Baby Gap, Banana Republic, Old Navy,
and others), Forever 21 (Forever 21, For Love 21, XXI Forever, and
others), and Limited Brands (Bath & Body Works/White Barn Candle,
Pink, 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 2008, mall tenants reported average
sales per square foot of $539, which is higher 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.
|
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Average
rent per square foot:
|
||||||||||||||||||||
Consolidated
Businesses
|
$ | 44.58 | $ | 43.39 | $ | 42.77 | $ | 41.41 | $ | 40.98 | ||||||||||
Unconsolidated Joint
Ventures
|
44.60 | 41.89 | 41.03 | 42.28 | 42.09 | |||||||||||||||
Opening
base rent per square foot:
|
||||||||||||||||||||
Consolidated
Businesses
|
$ | 53.74 | $ | 53.35 | $ | 41.25 | $ | 42.38 | $ | 44.35 | ||||||||||
Unconsolidated Joint
Ventures
|
55.26 | 48.05 | 42.98 | 44.90 | 44.67 | |||||||||||||||
Square
feet of GLA opened:
|
||||||||||||||||||||
Consolidated
Businesses
|
659,681 | 885,982 | 1,007,419 | 682,305 | 688,020 | |||||||||||||||
Unconsolidated Joint
Ventures
|
439,820 | 394,316 | 306,461 | 400,477 | 337,679 | |||||||||||||||
Closing
base rent per square foot:
|
||||||||||||||||||||
Consolidated
Businesses
|
$ | 46.22 | $ | 45.39 | $ | 39.57 | $ | 40.59 | $ | 44.54 | ||||||||||
Unconsolidated Joint
Ventures
|
47.99 | 48.63 | 42.49 | 44.26 | 51.40 | |||||||||||||||
Square
feet of GLA closed:
|
||||||||||||||||||||
Consolidated
Businesses
|
735,550 | 807,899 | 911,986 | 650,701 | 499,098 | |||||||||||||||
Unconsolidated Joint
Ventures
|
434,432 | 345,122 | 246,704 | 366,932 | 280,393 | |||||||||||||||
Releasing
spread per square foot:
|
||||||||||||||||||||
Consolidated
Businesses
|
$ | 7.52 | $ | 7.96 | $ | 1.68 | $ | 1.79 | $ | (0.19 | ) | |||||||||
Unconsolidated Joint
Ventures
|
7.27 | (0.58 | ) | 0.49 | 0.64 | (6.73 | ) |
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
|
2009
|
(1) |
161
|
412,955
|
15,037
|
$36.41
|
3.5
|
%
|
2010
|
242
|
653,961
|
26,501
|
40.52
|
5.5
|
||
2011
|
428
|
1,362,876
|
51,948
|
38.12
|
11.5
|
||
2012
|
325
|
1,312,034
|
52,457
|
39.98
|
11.1
|
||
2013
|
324
|
1,381,436
|
49,797
|
36.05
|
11.7
|
||
2014
|
246
|
925,887
|
34,998
|
37.80
|
7.8
|
||
2015
|
269
|
1,002,619
|
38,658
|
38.56
|
8.5
|
||
2016
|
297
|
1,052,897
|
41,275
|
39.20
|
8.9
|
||
2017
|
338
|
1,357,747
|
59,403
|
43.75
|
11.5
|
||
2018
|
226
|
1,014,672
|
46,427
|
45.76
|
8.6
|
(1)
|
Excludes
leases that expire in 2009 for which renewal leases or leases with
replacement tenants have been executed as of December 31, 2008, except for
Arizona Mills, which is not managed by
us.
|
2008
|
2007
|
2006
|
2005
|
2004
|
|
All
Centers:
|
|||||
Leased space
|
91.7%
|
93.8%
|
92.5%
|
91.7%
|
90.7%
|
Ending occupancy
|
90.3
|
91.2
|
91.3
|
90.0
|
89.6
|
Average occupancy
|
90.3
|
90.0
|
89.2
|
88.9
|
87.4
|
Comparable
Centers:
|
|||||
Leased space
|
91.8%
|
93.8%
|
92.4%
|
91.5%
|
90.7%
|
Ending occupancy
|
90.3
|
91.5
|
91.3
|
90.2
|
89.6
|
Average occupancy
|
90.4
|
90.3
|
89.1
|
89.1
|
87.4
|
Tenant
|
#
of
Stores
|
Square
Footage
|
%
of
Mall
GLA
|
The
Gap (Gap, Gap Kids/Baby Gap, Banana Republic, Old Navy, and
others)
|
46
|
387,628
|
3.5%
|
Forever
21 (Forever 21, For Love 21, XXI Forever, and others)
|
31
|
351,443
|
3.2
|
Limited
Brands (Bath & Body Works/White Barn Candle, Pink, Victoria's Secret,
and others)
|
43
|
278,190
|
2.5
|
Abercrombie
& Fitch (Abercrombie, Abercrombie & Fitch, Hollister, Ruehl and
others)
|
38
|
277,963
|
2.5
|
Foot
Locker (Foot Locker, Lady Foot Locker, Champs Sports, Foot Action USA, and
others)
|
46
|
208,572
|
1.9
|
Ann
Taylor (Ann Taylor, Ann Taylor Loft)
|
34
|
196,249
|
1.8
|
Williams-Sonoma
(Williams-Sonoma, Pottery Barn, Pottery Barn Kids)
|
25
|
190,081
|
1.7
|
Talbots
(Talbots, J. Jill, Talbots Woman, Talbots Petites)
|
31
|
178,725
|
1.6
|
H&M
|
10
|
175,351
|
1.6
|
Express
(Express, Express Men)
|
19
|
171,230
|
1.6
|
Number of Employees
|
|
Center
Operations
|
228
|
Property
Management
|
154
|
Financial
Services
|
69
|
Leasing
and Tenant Coordination
|
62
|
Development
|
31
|
Other
|
67
|
Total
|
611
|
·
|
changes
in the national, regional, and/or local economic and geopolitical
climates, which as in the current severe economic environment, may
significantly impact our anchors, tenants and prospective customers of our
shopping centers;
|
·
|
changes
in sales performance of our centers, which over the long term, are the
single most important determinant of revenues of the shopping centers
because mall tenants provide approximately 90% of these revenues and
because mall tenant sales determine the amount of rent, percentage rent,
and recoverable expenses that mall tenants can afford to
pay;
|
·
|
availability
and cost of financing, which may significantly reduce our ability to
obtain financing or refinance existing debt at current amounts or rates or
may affect our ability to finance improvements to a
property;
|
·
|
decreases
in other operating income, including sponsorship, garage and other
income;
|
·
|
increases
in operating costs;
|
·
|
the
public perception of the safety of customers at our shopping
centers;
|
·
|
legal
liabilities;
|
·
|
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, as well as occupancy costs and expenses, 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.
|
Anchors
|
Sq.
Ft of GLA/Mall GLA as of
12/31/08
|
Year
Opened/
Expanded
|
Year
Acquired
|
Ownership
%
as of 12/31/08
|
||
Consolidated
Businesses:
|
||||||
|
||||||
Beverly
Center
|
Bloomingdales,
Macy’s
|
880,000
|
1982
|
100%
|
||
Los
Angeles, CA
|
572,000
|
|||||
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,
|
1,400,000
|
2001/2007
|
100%
|
||
Miami,
FL
|
Cobb
Theatres, Dave & Busters, Marshalls, Neiman
|
636,000
|
||||
Marcus-Last
Call, Off 5th
Saks, The Sports Authority
|
||||||
Fairlane
Town Center
|
JCPenney,
Macy’s, Sears
|
1,386,000
|
(1) |
1976/1978/
|
100%
|
|
Dearborn,
MI
|
589,000
|
1980/2000
|
||||
(Detroit
Metropolitan Area)
|
||||||
Great
Lakes Crossing
|
AMC
Theaters, Bass Pro Shops Outdoor World,
|
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
|
1,197,000
|
2001
|
50%
|
||
Tampa,
FL
|
576,000
|
|||||
MacArthur
Center
|
Dillard’s,
Nordstrom
|
936,000
|
1999
|
95%
|
||
Norfolk,
VA
|
522,000
|
|||||
Northlake
Mall
|
Belk,
Dick’s Sporting Goods, Dillard’s, Macy’s
|
1,071,000
|
2005
|
100%
|
||
Charlotte,
NC
|
465,000
|
|||||
The
Mall at Partridge Creek
|
Nordstrom,
Parisian
|
600,000
|
2007/2008
|
100%
|
||
Clinton
Township, MI
|
366,000
|
|||||
(Detroit
Metropolitan Area)
|
||||||
The
Pier Shops at Caesars (2)
|
282,000
|
2006
|
78%
|
|||
Atlantic
City, NJ
|
282,000
|
|||||
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,
|
1,342,000
|
1980/1994/
|
100%
|
||
Short
Hills, NJ
|
Saks
Fifth Avenue
|
520,000
|
1995
|
|||
Stony
Point Fashion Park
|
Dillard’s,
Dick’s Sporting Goods, Saks Fifth Avenue
|
662,000
|
2003
|
100%
|
||
Richmond,
VA
|
296,000
|
|||||
Twelve
Oaks Mall
|
JCPenney,
Lord & Taylor, Macy’s, Nordstrom, Sears
|
1,513,000
|
(3) |
1977/1978/
|
100%
|
|
Novi,
MI
|
548,000
|
2007/2008
|
||||
(Detroit
Metropolitan Area)
|
||||||
The
Mall at Wellington Green
|
City
Furniture and Ashley Furniture Home Store,
|
1,273,000
|
2001/2003
|
90%
|
||
Wellington,
FL
|
Dillard’s,
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
|
(4) |
2001/2004
|
100%
|
|
Plano,
TX
|
523,000
|
|||||
(Dallas
Metropolitan Area)
|
||||||
Total
GLA
|
17,133,000
|
|||||
Total
Mall GLA
|
7,670,000
|
|
||||
TRG%
of Total GLA
|
15,780,000
|
|||||
TRG%
of Total Mall GLA
|
6,975,000
|
Center
|
Anchors
|
Sq.
Ft of GLA/Mall GLA as of
12/31/08
|
Year
Opened/
Expanded
|
Year
Acquired
|
Ownership
%
as of
12/31/08
|
|
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
|
564,000
|
1988/2000
|
||||
(Washington,
DC Metropolitan Area)
|
||||||
The
Mall at Millenia
|
Bloomingdale’s,
Macy’s, Neiman Marcus
|
1,116,000
|
2002
|
50%
|
||
Orlando,
FL
|
516,000
|
|||||
Stamford
Town Center
|
Macy’s,
Saks Fifth Avenue
|
775,000
|
1982/2007
|
50%
|
||
Stamford,
CT
|
452,000
|
|||||
Sunvalley
|
JCPenney,
Macy’s (two locations), Sears
|
1,325,000
|
1967/1981
|
2002
|
50%
|
|
Concord,
CA
|
485,000
|
|||||
(San
Francisco Metropolitan Area)
|
||||||
Waterside
Shops
|
Nordstrom,
Saks Fifth Avenue
|
337,000
|
(5) |
1992/2006/
|
2003
|
25%
|
Naples,
FL
|
197,000
|
2008
|
||||
Westfarms
|
JCPenney,
Lord & Taylor, Macy’s, Macy’s Men’s Store/
|
1,288,000
|
1974/1983/
|
79%
|
||
West
Hartford, CT
|
Furniture
Gallery, Nordstrom
|
518,000
|
1997
|
|||
Total
GLA
|
7,632,000
|
|||||
Total
Mall GLA
|
3,267,000
|
|||||
TRG%
of Total GLA
|
4,105,000
|
|||||
TRG%
of Total Mall GLA
|
1,734,000
|
|||||
Grand
Total GLA
|
24,765,000
|
|||||
Grand
Total Mall GLA
|
10,937,000
|
|||||
TRG%
of Total GLA
|
19,885,000
|
|||||
TRG%
of Total Mall GLA
|
8,709,000
|
(1)
|
GLA
includes the former Lord & Taylor store, which closed on June 24,
2006. Additionally, the former Off 5th Saks store, which closed December
31, 2007, was replaced with a 25,000 square foot dining/entertainment wing
that opened in November 2008.
|
(2)
|
The
center is attached to Caesars casino integrated
resort.
|
(3)
|
A
60,000 square foot expansion and renovation of Macy's was completed in
October 2008.
|
(4)
|
GLA
includes the former Lord & Taylor store, which closed on April 30,
2005.
|
(5)
|
In
November 2008, Nordstrom and an expansion and full renovation of Saks
Fifth Avenue opened.
|
Name
|
Number
of
Anchor
Stores
|
12/31/08
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 | 6.4 | % | ||||||||
JCPenney
|
7 | 1,266 | 6.1 | % | ||||||||
Lord
& Taylor
|
3 | 397 | 1.9 | % | ||||||||
Macy’s
|
||||||||||||
Bloomingdale’s
|
3 | 614 | ||||||||||
Macy’s
|
17 | 3,454 | ||||||||||
Macy’s Men’s Store/Furniture
Gallery
|
1 | 80 | ||||||||||
Total
|
21 | 4,148 | 20.0 | % | ||||||||
Neiman
Marcus (1)
|
5 | 556 | 2.7 | % | ||||||||
Nordstrom
(2)
|
9 | 1,294 | 6.2 | % | ||||||||
Parisian
|
1 | 116 | 0.6 | % | ||||||||
Robb
& Stucky
|
1 | 119 | 0.6 | % | ||||||||
Saks
(3)
|
6 | 487 | (4) | 2.3 | % | |||||||
Sears
|
5 | 1,104 | 5.3 | % | ||||||||
Total
|
68 | 11,301 | 54.4 | % (5) |
(1)
|
Excludes
three Neiman Marcus-Last Call stores at value
centers.
|
(2)
|
Nordstrom
opened at The Mall at Partridge Creek in April 2008 and Waterside Shops in
November 2008.
|
(3)
|
Excludes
three Off 5th
Saks stores at value centers.
|
(4)
|
In
November 2008 a full expansion and renovation of Saks Fifth Avenue opened
at Waterside Shops.
|
(5)
|
Percentages
in table may not add due to
rounding.
|
Centers
Consolidated in
TCO’s Financial
Statements
|
Stated
Interest
Rate
|
Principal
Balance as of
12/31/08
(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%
|
333,736
|
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
|
30
Days Notice
|
(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%
|
137,877
|
10,006
|
(1)
|
03/11/13
|
125,507
|
30
Days Notice
|
(2)
|
|||
International
Plaza (50.1%)
|
LIBOR+1.15%
|
(6)
|
325,000
|
Interest
Only
|
(6)
|
01/08/11
|
(6)
|
325,000
|
3
Days Notice
|
(5)
|
|
MacArthur
Center (95%)
|
7.59%
|
(7)
|
132,500
|
(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
|
30
Days Notice
|
(8)
|
||||
The
Mall at Partridge Creek
|
LIBOR+1.15%
|
72,791
|
|
Interest
Only
|
09/07/10
|
72,791
|
3
Days Notice
|
(5)
|
|||
The
Pier Shops at Caesars (77.5%)
|
6.01%
|
135,000
|
Interest
Only
|
05/11/17
|
135,000
|
12/28/2009
|
(9)
|
||||
Regency
Square
|
6.75%
|
75,388
|
6,421
|
(1)
|
11/01/11
|
71,569
|
60
Days Notice
|
(9)
|
|||
The
Mall at Short Hills
|
5.47%
|
540,000
|
Interest
Only
|
12/14/15
|
540,000
|
01/01/11
|
(10)
|
||||
Stony
Point Fashion Park
|
6.24%
|
108,884
|
8,488
|
(1)
|
06/01/14
|
98,585
|
30
Days Notice
|
(8)
|
|||
Twelve
Oaks Mall
|
LIBOR+0.70%
|
10,000
|
(3) |
Interest
Only
|
02/14/11
|
(4)
|
10,000
|
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
|
(11)
|
10,900
|
Interest
Only
|
02/14/11
|
10,900
|
At
Any Time
|
(5)
|
|||
Centers
Owned by Unconsolidated
Joint Ventures/TRG’s %
Ownership
|
|||||||||||
Arizona
Mills (50%)
|
7.90%
|
134,139
|
12,728
|
(1)
|
10/05/10
|
130,419
|
30
Days Notice
|
(2)
|
|||
Fair
Oaks (50%)
|
LIBOR+1.40%
|
(12)
|
250,000
|
|
Interest
Only
|
(12)
|
04/01/11
|
(12)
|
250,000
|
3
Days Notice
|
(5)
|
The
Mall at Millenia (50%)
|
5.46%
|
208,246
|
14,245
|
(1)
|
04/09/13
|
195,255
|
30
Days Notice
|
(2)
|
|||
Sunvalley
(50%)
|
5.67%
|
123,708
|
9,372
|
(1)
|
11/01/12
|
114,056
|
30
Days Notice
|
(2)
|
|||
Taubman
Land Associates (50%)
|
LIBOR+0.90%
|
(13)
|
30,000
|
Interest
Only
|
11/01/12
|
30,000
|
At
Any Time
|
(5)
|
|||
Waterside
Shops (25%)
|
5.54%
|
165,000
|
Interest
Only
|
10/07/16
|
165,000
|
30
Days Notice
|
(9)
|
||||
Westfarms
(79%)
|
6.10%
|
192,200
|
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
debt is swapped at 3.86% + 1.15% credit spread to the maturity date. The
debt has 2 one year extension options and is interest only except during
the second one year extension (if
elected).
|
(7)
|
Debt
includes $1.3 million of purchase accounting premium from acquisition,
which reduces the stated rate on the debt of 7.59% to an effective rate of
6.93%.
|
(8)
|
No
defeasance deposit required if paid within four months of maturity
date.
|
(9)
|
No
defeasance deposit required if paid within six months of maturity
date.
|
(10)
|
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.
|
(11)
|
The
facility is a $40 million line of credit and is secured by an indirect
interest in 40% of Short Hills.
|
(12)
|
The
debt is swapped at 2.82% + 1.40% credit spread to the maturity date. The
debt has 2 one year extension options and is interest only except during
the second one year extension (if elected).
|
(13)
|
Debt is swapped at 5.05% + 0.90% credit spread to the maturity date. |
Market
Quotations
|
||||
2008 Quarter
Ended
|
High
|
Low
|
Dividends
|
March
31
|
$55.70
|
$43.93
|
$0.415
|
|
June
30
|
58.05
|
48.65
|
0.415
|
|
September
30
|
55.40
|
43.35
|
0.415
|
|
December
31
|
48.19
|
18.69
|
0.415
|
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
|
12/31/03
|
12/31/04
|
12/31/05
|
12/31/06
|
12/31/07
|
12/31/08
|
Taubman
Centers Inc.
|
$100.00
|
$151.71
|
$182.61
|
$275.30
|
$274.29
|
$147.98
|
|
MSCI
US REIT Index
|
100.00
|
131.49
|
147.44
|
200.40
|
166.70
|
103.40
|
|
NAREIT
Equity Retail REIT Index
|
100.00
|
140.23
|
156.78
|
202.26
|
170.36
|
87.97
|
|
S&P
500 Index
|
100.00
|
110.88
|
116.32
|
134.69
|
142.09
|
89.52
|
Item 6. SELECTED FINANCIAL
DATA.
|
Year
Ended December 31
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
(in
thousands of dollars, except as noted)
|
||||||||||||||||||||
STATEMENT
OF OPERATIONS DATA:
|
||||||||||||||||||||
Rents, recoveries, and other
shopping center revenues
|
671,498 | 626,822 | 579,284 | 479,405 | 436,815 | |||||||||||||||
Income (loss) before gain on disposition of
interest in center, discontinued operations, and
minority and
preferred
interests (1)
|
(8,052 | ) | 116,236 | 95,140 | 57,432 | 59,970 | ||||||||||||||
Gain on disposition of interest
in center (2)
|
52,799 | |||||||||||||||||||
Discontinued operations (3)
|
328 | |||||||||||||||||||
Minority interest in
TRG
|
(45,478 | ) | (42,614 | ) | (36,870 | ) | (35,869 | ) | (35,694 | ) | ||||||||||
TRG preferred
distributions
|
(2,460 | ) | (2,460 | ) | (2,460 | ) | (2,460 | ) | (12,244 | ) | ||||||||||
Net income (loss) (1)
|
(72,025 | ) | 63,124 | 45,117 | 71,735 | 12,378 | ||||||||||||||
Preferred
dividends
|
(14,634 | ) | (14,634 | ) | (23,723 | ) | (27,622 | ) | (17,444 | ) | ||||||||||
Net income (loss) allocable to
common shareowners
|
(86,659 | ) | 48,490 | 21,394 | 44,113 | (5,066 | ) | |||||||||||||
Income (loss) from continuing
operations per common
share – diluted
|
(1.64 | ) | 0.90 | 0.40 | 0.87 | (0.11 | ) | |||||||||||||
Net income (loss) per common
share – diluted
|
(1.64 | ) | 0.90 | 0.40 | 0.87 | (0.10 | ) | |||||||||||||
Dividends declared per common
share
|
1.660 | 1.540 | 1.290 | 1.160 | 1.095 | |||||||||||||||
Weighted average number of
common shares
outstanding
–basic
|
52,866,050 | 52,969,067 | 52,661,024 | 50,459,314 | 49,021,843 | |||||||||||||||
Weighted average number of
common sharesoutstanding – diluted
|
52,866,050 | 53,622,017 | 52,979,453 | 50,530,139 | 49,021,843 | |||||||||||||||
Number of common shares
outstanding at end of period
|
53,018,987 | 52,624,013 | 52,931,594 | 51,866,184 | 48,745,625 | |||||||||||||||
Ownership percentage of TRG at
end of period
|
67 | % | 66 | % | 65 | % | 64 | % | 61 | % | ||||||||||
BALANCE
SHEET DATA:
|
||||||||||||||||||||
Real estate before accumulated
depreciation
|
3,699,480 | 3,781,136 | 3,398,122 | 3,081,324 | 2,936,964 | |||||||||||||||
Total assets
|
3,071,792 | 3,151,307 | 2,826,622 | 2,797,580 | 2,632,434 | |||||||||||||||
Total debt
|
2,796,821 | 2,700,980 | 2,319,538 | 2,089,948 | 1,930,439 | |||||||||||||||
SUPPLEMENTAL
INFORMATION:
|
||||||||||||||||||||
Funds from Operations allocable
to TCO (1)(4)
|
81,274 | 155,376 | 136,736 | 110,578 | 103,070 | |||||||||||||||
Mall tenant sales (5)
|
4,654,885 | 4,734,940 | 4,344,565 | 4,124,534 | 3,728,010 | |||||||||||||||
Sales per square foot (5)(6)
|
539 | 555 | 529 | 508 | 466 | |||||||||||||||
Number of shopping centers at
end of period
|
23 | 23 | 22 | 21 | 21 | |||||||||||||||
Ending Mall GLA in thousands of
square feet
|
10,937 | 10,879 | 10,448 | 10,029 | 9,982 | |||||||||||||||
Leased space (7)
|
91.7 | % | 93.8 | % | 92.5 | % | 91.7 | % | 90.7 | % | ||||||||||
Ending
occupancy
|
90.3 | % | 91.2 | % | 91.3 | % | 90.0 | % | 89.6 | % | ||||||||||
Average
occupancy
|
90.3 | % | 90.0 | % | 89.2 | % | 88.9 | % | 87.4 | % | ||||||||||
Average base rent per square
foot (6):
|
||||||||||||||||||||
Consolidated
businesses:
|
||||||||||||||||||||
All mall
tenants
|
$ | 44.58 | $ | 43.39 | $ | 42.77 | $ | 41.41 | $ | 40.98 | ||||||||||
Stores opening during
year
|
53.74 | 53.35 | 41.25 | 42.38 | 44.35 | |||||||||||||||
Stores closing during
year
|
46.22 | 45.39 | 39.57 | 40.59 | 44.54 | |||||||||||||||
Unconsolidated Joint
Ventures:
|
||||||||||||||||||||
All mall
tenants
|
$ | 44.60 | $ | 41.89 | $ | 41.03 | $ | 42.28 | $ | 42.09 | ||||||||||
Stores opening during
year
|
55.26 | 48.05 | 42.98 | 44.90 | 44.67 | |||||||||||||||
Stores closing during
year
|
47.99 | 48.63 | 42.49 | 44.26 | 51.40 |
(1)
|
Funds
from Operations (FFO) is defined and discussed in MD&A – Presentation
of Operating Results. Net loss and FFO in 2008 includes the impairment
charges of $117.9 million and $8.3 million related to investments in our
Oyster Bay and Sarasota projects, respectively. Net income and FFO 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 Mall. 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.
|
(2)
|
In
December 2005, a 50% owned unconsolidated joint venture sold its interest
in Woodland for $177.4 million.
|
(3)
|
Discontinued
operations of $0.3 million in 2004 include gains on disposition of
interests in a center that was sold in
2003.
|
(4)
|
Reconciliations
of net income (loss) allocable to common shareowners to FFO for 2008,
2007, and 2006 are provided in MD&A – Presentation of Operating
Results. For 2005, net income of $44.1 million, less the gain on
dispositions of interests in centers of $52.8 million, adding back
depreciation and amortization of $150.5 million and minority interests in
TRG of $35.9 million, arrives at TRG’s FFO of $177.7 million, of which
TCO’s share was $110.6 million. 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.
|
(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.
|
2008
|
2007
|
2006
|
Mall
tenant sales (in thousands of dollars)
|
4,654,885 | 4,734,940 | 4,344,565 | |||||||||
Sales
per square foot (1)
|
539 | 555 | 529 | |||||||||
Consolidated
Businesses:
|
||||||||||||
Minimum rents
|
9.6 | % | 8.9 | % | 9.1 | % | ||||||
Percentage
rents
|
0.4 | 0.4 | 0.4 | |||||||||
Expense
recoveries
|
5.4 | 4.9 | 4.9 | |||||||||
Mall tenant occupancy costs as
a percentage of mall tenant sales
|
15.4 | % | 14.2 | % | 14.4 | % | ||||||
Unconsolidated
Joint Ventures:
|
||||||||||||
Minimum rents
|
8.9 | % | 8.0 | % | 8.3 | % | ||||||
Percentage
rents
|
0.4 | 0.4 | 0.4 | |||||||||
Expense
recoveries
|
4.6 | 4.2 | 3.9 | |||||||||
Mall tenant occupancy costs as
a percentage of mall tenant sales
|
13.9 | % | 12.6 | % | 12.6 | % |
(1)
|
Sales
per square foot is presented for the comparable centers, including value
centers.
|
2008
|
2007
|
2006
|
||||||||||
Average
rent per square foot:
|
||||||||||||
Consolidated
Businesses
|
$ | 44.58 | $ | 43.39 | $ | 42.77 | ||||||
Unconsolidated Joint
Ventures
|
44.60 | 41.89 | 41.03 | |||||||||
Opening
base rent per square foot:
|
||||||||||||
Consolidated
Businesses
|
$ | 53.74 | $ | 53.35 | $ | 41.25 | ||||||
Unconsolidated Joint
Ventures
|
55.26 | 48.05 | 42.98 | |||||||||
Square
feet of GLA opened:
|
||||||||||||
Consolidated
Businesses
|
659,681 | 885,982 | 1,007,419 | |||||||||
Unconsolidated Joint
Ventures
|
439,820 | 394,316 | 306,461 | |||||||||
Closing
base rent per square foot:
|
||||||||||||
Consolidated
Businesses
|
$ | 46.22 | $ | 45.39 | $ | 39.57 | ||||||
Unconsolidated Joint
Ventures
|
47.99 | 48.63 | 42.49 | |||||||||
Square
feet of GLA closed:
|
||||||||||||
Consolidated
Businesses
|
735,550 | 807,899 | 911,986 | |||||||||
Unconsolidated Joint
Ventures
|
434,432 | 345,122 | 246,704 | |||||||||
Releasing
spread per square foot:
|
||||||||||||
Consolidated
Businesses
|
$ | 7.52 | $ | 7.96 | $ | 1.68 | ||||||
Unconsolidated Joint
Ventures
|
7.27 | (0.58 | ) | 0.49 |
2008
|
2007
|
2006
|
All
Centers:
|
|||||||
Leased space
|
91.7
|
% |
93.8
|
% |
92.5
|
% | |
Ending
occupancy
|
90.3
|
91.2
|
91.3
|
||||
Average
occupancy
|
90.3
|
90.0
|
89.2
|
||||
Comparable
Centers:
|
|||||||
Leased space
|
91.8
|
% |
93.8
|
% |
92.4
|
% | |
Ending
occupancy
|
90.3
|
91.5
|
91.3
|
||||
Average
occupancy
|
90.4
|
90.3
|
89.1
|
Total
2008
|
4th
Quarter
2008
|
3rd
Quarter
2008
|
2nd
Quarter
2008
|
1st
Quarter
2008
|
||||||||||||||||
(in
thousands of dollars, except occupancy and leased space
data)
|
||||||||||||||||||||
Mall
tenant sales (1)
|
4,654,885 | 1,342,748 | 1,112,502 | 1,116,027 | 1,083,608 | |||||||||||||||
Revenues
and gains on land sales
and other nonoperating
income:
|
||||||||||||||||||||
Consolidated
Businesses
|
676,067 | 190,855 | 164,124 | 161,868 | 159,220 | |||||||||||||||
Unconsolidated Joint
Ventures
|
272,496 | 77,277 | 67,169 | 63,657 | 64,393 | |||||||||||||||
Occupancy:
|
||||||||||||||||||||
Ending-comparable
|
90.3 | % | 90.3 | % | 90.6 | % | 90.2 | % | 90.1 | % | ||||||||||
Average-comparable
|
90.4 | 90.7 | 90.5 | 90.1 | 90.2 | |||||||||||||||
Ending
|
90.3 | 90.3 | 90.5 | 90.0 | 89.9 | |||||||||||||||
Average
|
90.3 | 90.7 | 90.4 | 90.0 | 90.0 | |||||||||||||||
Leased
space:
|
||||||||||||||||||||
Comparable
|
91.8 | % | 91.8 | % | 92.5 | % | 92.7 | % | 93.0 | % | ||||||||||
All centers
|
91.7 | 91.7 | 92.4 | 92.7 | 93.1 |
(1)
|
Based
on reports of sales furnished by mall
tenants.
|
Total
2008
|
4th
Quarter
2008
|
3rd
Quarter
2008
|
2nd
Quarter
2008
|
1st
Quarter
2008
|
||||||||||||||||
Consolidated
Businesses:
|
Minimum rents
|
9.6 | % | 8.8 | % | 9.9 | % | 9.9 | % | 10.2 | % | ||||||||||
Percentage
rents
|
0.4 | 0.6 | 0.3 | 0.2 | 0.3 | |||||||||||||||
Expense
recoveries
|
5.4 | 5.4 | 5.4 | 5.3 | 5.3 | |||||||||||||||
Mall tenant occupancy
costs
|
15.4 | % | 14.8 | % | 15.6 | % | 15.4 | % | 15.8 | % | ||||||||||
Unconsolidated
Joint Ventures:
|
||||||||||||||||||||
Minimum rents
|
8.9 | 7.9 | % | 9.5 | % | 9.3 | % | 9.2 | % | |||||||||||
Percentage
rents
|
0.4 | 0.6 | 0.4 | 0.0 | 0.4 | |||||||||||||||
Expense
recoveries
|
4.6 | 4.9 | 4.8 | 4.4 | 4.2 | |||||||||||||||
Mall tenant occupancy
costs
|
13.9 | % | 13.4 | % | 14.7 | % | 13.7 | % | 13.8 | % |
Shopping Center
|
Date
|
Location
|
Ownership
|
The
Mall at Partridge Creek
|
October
2007
|
Clinton
Township, Michigan
|
Wholly-owned
|
The
Pier Shops at Caesars
|
June
2006
|
Atlantic
City, New Jersey
|
(See
below)
|
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
|
September
2006
|
Naples,
Florida
|
25%
owned Unconsolidated Joint Venture
|
Shopping Center
|
Date
|
Acquisition
|
Resulting Ownership
|
The
Pier Shops at Caesars
|
April
2007
|
(See
below)
|
77.5%
owned consolidated joint venture
|
Land
under Sunvalley
|
October
2006
|
50%
interest
|
50%
owned unconsolidated joint venture
|
Date
|
Initial Loan
Balance/Facility
|
Stated
Interest
Rate
|
Maturity
Date (1)
|
|
(in
millions of dollars)
|
||||
Fair
Oaks
|
April
2008
|
250
|
LIBOR+1.40%
(2)
|
April
2011
|
International
Plaza
|
January
2008
|
325
|
LIBOR+1.15%
(3)
|
January
2011
|
TRG
revolving credit facility (4)
|
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%
(5)
|
November
2012
|
Waterside
Shops
|
September
2006
|
165
|
5.54%
|
October
2016
|
The
Mall at Partridge Creek
construction
facility
|
September
2006
|
81
|
LIBOR+1.15%
|
September
2010
|
TRG
revolving credit facility (6)
|
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
|
(1)
|
Excludes
any options to extend the maturities (see the footnotes to our financial
statements regarding extension
options).
|
(2)
|
The
loan is swapped at 4.22% for the initial three-year term of the loan
agreement.
|
(3)
|
The
loan is swapped at 5.01% for the initial three-year term of the loan
agreement.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
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
|
|
Issuances:
|
|||||
Issuance of Series I
Cumulative
Redeemable Preferred Stock
(4)
|
4,520,000
|
113.0
|
25.00
|
May
2006
|
(1)
|
For
each common share repurchased, a unit of TRG partnership interest is
similarly redeemed. See “Note 14 – 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)
|
Proceeds
were used to redeem $113 million of our remaining 8.30% Series A
Cumulative Redeemable Preferred
Stock.
|
2008
|
2007
|
2006
|
|||||||||
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
|
26.9
|
3.0
|
23.1
|
2.5
|
21.9
|
2.6
|
|||||
Lease cancellation
revenue
|
9.7
|
2.5
|
10.9
|
2.0
|
10.5
|
2.8
|
|||||
36.6
|
5.5
|
33.9
|
4.6
|
32.4
|
5.4
|
||||||
Gains
on land sales and other nonoperating
income:
|
|||||||||||
Gains on sales of peripheral
land
|
2.8
|
0.7
|
|
4.1
|
|||||||
Interest
income
|
1.5
|
0.4
|
2.2
|
0.8
|
5.2
|
0.6
|
|||||
Gains on discontinued
hedges
|
0.2
|
||||||||||
4.3
|
0.4
|
3.1
|
0.8
|
9.3
|
0.6
|
(1)
|
Amounts
in this table may not add due to
rounding.
|
2008
|
2007
|
|||
CONSOLIDATED
BUSINESSES
|
UNCONSOLIDATED
JOINT
VENTURES
AT
100%(1)
|
CONSOLIDATED
BUSINESSES
|
UNCONSOLIDATED
JOINT
VENTURES
AT
100%(1)
|
REVENUES:
|
||||||||||||||||
Minimum rents
|
353.2 | 157.1 | 329.4 | 150.9 | ||||||||||||
Percentage rents
|
13.8 | 6.6 | 14.8 | 8.4 | ||||||||||||
Expense
recoveries
|
248.6 | 98.5 | 228.4 | 94.9 | ||||||||||||
Management, leasing, and
development services
|
15.9 | 16.5 | ||||||||||||||
Other
|
40.1 | 9.6 | 37.7 | 8.4 | ||||||||||||
Total
revenues
|
671.5 | 271.8 | 626.8 | 262.6 | ||||||||||||
EXPENSES:
|
||||||||||||||||
Maintenance, taxes, and
utilities
|
189.2 | 66.8 | 175.9 | 66.6 | ||||||||||||
Other operating
|
79.6 | 22.5 | 69.6 | 20.7 | ||||||||||||
Management, leasing, and
development services
|
8.7 | 9.1 | ||||||||||||||
General and
administrative
|
28.1 | 30.4 | ||||||||||||||
Impairment charge (2)
|
117.9 | |||||||||||||||
Interest expense
|
147.4 | 65.0 | 131.7 | 66.2 | ||||||||||||
Depreciation and amortization
(3)
|
147.4 | 40.7 | 137.9 | 39.4 | ||||||||||||
Total
expenses
|
718.4 | 195.0 | 554.7 | 193.0 | ||||||||||||
Gains
on land sales and other nonoperating income
|
4.6 | 0.7 | 3.6 | 1.6 | ||||||||||||
(42.3 | ) | 77.5 | 75.7 | 71.2 | ||||||||||||
Income
tax expense
|
(1.1 | ) | ||||||||||||||
Equity
in income of Unconsolidated Joint Ventures (3)(4)
|
35.4 | 40.5 | ||||||||||||||
Income
(loss) before minority and preferred interests
|
(8.1 | ) | 116.2 | |||||||||||||
Minority
and preferred interests:
|
||||||||||||||||
TRG preferred
distributions
|
(2.5 | ) | (2.5 | ) | ||||||||||||
Minority share of income of
consolidated joint
ventures
|
(7.4 | ) | (5.0 | ) | ||||||||||||
Distributions in excess of
minority share of income
of consolidated joint
ventures
|
(8.6 | ) | (3.0 | ) | ||||||||||||
Minority share of (income) loss
of TRG
|
11.3 | (33.2 | ) | |||||||||||||
Distributions in excess of
minority share of income
(loss) of TRG
|
(56.8 | ) | (9.4 | ) | ||||||||||||
Net
income (loss)
|
(72.0 | ) | 63.1 | |||||||||||||
Preferred
dividends
|
(14.6 | ) | (14.6 | ) | ||||||||||||
Net
income (loss) allocable to common shareowners
|
(86.7 | ) | 48.5 | |||||||||||||
SUPPLEMENTAL
INFORMATION:
|
||||||||||||||||
EBITDA - 100%
|
244.2 | 183.2 | 345.3 | 176.8 | ||||||||||||
EBITDA - outside partners'
share
|
(40.0 | ) | (82.2 | ) | (36.6 | ) | (80.0 | ) | ||||||||
Beneficial interest in
EBITDA
|
204.2 | 101.1 | 308.7 | 96.8 | ||||||||||||
Beneficial interest
expense
|
(127.8 | ) | (33.8 | ) | (117.4 | ) | (33.3 | ) | ||||||||
Beneficial income tax
expense
|
(1.1 | ) | ||||||||||||||
Non-real estate
depreciation
|
(3.3 | ) | (2.7 | ) | ||||||||||||
Preferred dividends and
distributions
|
(17.1 | ) | (17.1 | ) | ||||||||||||
Funds from Operations
contribution
|
54.9 | 67.3 | 171.6 | 63.5 |
(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)
|
In
2008, we recognized an impairment charge on our Oyster Bay
project.
|
(3)
|
Amortization
of our additional basis in the Operating Partnership included in
depreciation and amortization was $4.9 million in both 2008 and 2007.
Also, amortization of our additional basis included in equity in income of
Unconsolidated Joint Ventures was $1.9 million in both 2008 and
2007.
|
(4)
|
Equity
in income of Unconsolidated Joint Ventures in 2008 includes an $8.3
million charge recognized in connection with the impairment of our
Sarasota joint venture.
|
(5)
|
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 and other nonoperating income
|
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 our additional basis in the Operating Partnership included in
depreciation and amortization was $4.9 million in both 2007 and 2006.
Also, amortization of our additional basis 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.
|
2008
|
2007
|
|
2006
|
|||||||||
(in
millions of dollars, except as indicated)
|
||||||||||||
Net
income (loss) allocable to common shareowners
|
(86.7 | ) | 48.5 | 21.4 | ||||||||
Add
(less) depreciation and amortization (1):
|
||||||||||||
Consolidated businesses at
100%
|
147.4 | 137.9 | 138.0 | |||||||||
Minority partners in
consolidated joint ventures
|
(13.0 | ) | (17.3 | ) | (14.6 | ) | ||||||
Share of unconsolidated joint
ventures
|
23.6 | 23.0 | 26.9 | |||||||||
Non-real estate
depreciation
|
(3.3 | ) | (2.7 | ) | (2.9 | ) | ||||||
Add
minority interests:
|
||||||||||||
Minority share of income (loss)
in TRG
|
(11.3 | ) | 33.2 | 22.8 | ||||||||
Distributions in excess of
minority share of income of TRG
|
56.8 | 9.4 | 14.1 | |||||||||
Distributions in excess of
minority share of income of consolidated
joint ventures
|
8.6 | 3.0 | 4.9 | |||||||||
Funds
from Operations
|
122.2 | 235.1 | 210.4 | |||||||||
TCO’s
average ownership percentage of TRG
|
66.6 | % | 66.1 | % | 65.0 | % | ||||||
Funds
from Operations allocable to TCO
|
81.3 | 155.4 | 136.7 |
(1)
|
Depreciation
and amortization includes $14.1 million, $11.3 million, and
$10.2 million of mall tenant allowance amortization for the years
ended December 31, 2008, 2007, and 2006,
respectively.
|
(2)
|
Amounts
in this table may not add due to
rounding.
|
2008
|
2007
|
2006
|
||||||||||
(in
millions of dollars, except as indicated)
|
||||||||||||
Net
income (loss)
|
(72.0 | ) | 63.1 | 45.1 | ||||||||
Add
(less) depreciation and amortization:
|
||||||||||||
Consolidated businesses at
100%
|
147.4 | 137.9 | 138.0 | |||||||||
Minority partners in
consolidated joint ventures
|
(13.0 | ) | (17.3 | ) | (14.6 | ) | ||||||
Share of unconsolidated joint
ventures
|
23.6 | 23.0 | 26.9 | |||||||||
Add
(less) preferred interests, interest expense, and
income tax
expense:
|
||||||||||||
Preferred
distributions
|
2.5 | 2.5 | 2.5 | |||||||||
Interest
expense:
|
||||||||||||
Consolidated businesses at
100%
|
147.4 | 131.7 | 128.6 | |||||||||
Minority partners in
consolidated joint ventures
|
(19.6 | ) | (14.3 | ) | (12.9 | ) | ||||||
Share of unconsolidated joint
ventures
|
33.8 | 33.3 | 31.2 | |||||||||
Income tax
expense
|
1.1 | |||||||||||
Add
minority interests:
|
||||||||||||
Minority share of income (loss)
in TRG
|
(11.3 | ) | 33.2 | 22.8 | ||||||||
Distributions in excess of
minority share of income of TRG
|
56.8 | 9.4 | 14.1 | |||||||||
Distributions in excess of
minority share of income of consolidated
joint ventures
|
8.6 | 3.0 | 4.9 | |||||||||
Beneficial
interest in EBITDA
|
305.3 | 405.6 | 386.5 | |||||||||
TCO’s
average ownership percentage of TRG
|
66.6 | % | 66.1 | % | 65.0 | % | ||||||
Beneficial
interest in EBITDA allocable to TCO
|
203.2 | 268.0 | 251.1 |
(1)
|
Amounts
in this table may not add due to
rounding.
|
Amount
|
Interest
Rate
Including
Spread
|
|||
(in
millions of dollars)
|
Fixed
rate debt
|
2,388.0
|
5.70%
|
(1)
|
|
Floating
rate debt:
|
||||
Swapped through December
2010
|
162.8
|
5.01%
|
||
Swapped
through March 2011
|
125.0
|
4.22%
|
||
Swapped through October
2012
|
15.0
|
5.95%
|
||
302.8
|
4.73%
|
(1)
|
||
Floating month to
month
|
313.2
|
2.47%
|
(1)
|
|
Total floating rate
debt
|
616.0
|
3.58%
|
(1)
|
|
|
|
|||
Total
beneficial interest in debt
|
3,004.0
|
5.26%
|
(1)
|
|
Amortization
of financing costs (2)
|
0.18%
|
|||
Average
all-in rate
|
5.44%
|
(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
(2009)
|
1-3
years
(2010-2011)
|
3-5
years
(2012-2013)
|
More
than 5
years
(2014+)
|
||||||||||
(in
millions of dollars)
|
Debt
(1)
|
2,796.8 | 14.4 | 862.3 | 146.2 | 1,773.8 | |||||||||||||||
Interest
payments (1)
|
782.8 | 147.9 | 256.8 | 205.7 | 172.5 | |||||||||||||||
Capital
lease obligations
|
2.6 | 1.9 | 0.8 | |||||||||||||||||
Operating
leases
|
440.1 | 10.5 | 18.6 | 15.1 | 395.9 | |||||||||||||||
Purchase
obligations:
|
||||||||||||||||||||
Planned capital
spending
|
40.6 | 40.6 | ||||||||||||||||||
Other purchase obligations
(2)
|
20.4 | 6.9 | 5.8 | 4.7 | 2.9 | |||||||||||||||
Other
long-term liabilities (3)
|
64.6 | 0.7 | 1.7 | 2.4 | 59.7 | |||||||||||||||
Total
|
4,147.9 | 222.9 | 1,146.0 | 374.1 | 2,404.8 |
(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,
2008.
|
(2)
|
Excludes
purchase agreements with cancellation provisions of 90 days or
less.
|
(3)
|
Other
long-term liabilities consist of various accrued liabilities, most
significantly assessment bond obligations and long-term incentive
compensation.
|
(4)
|
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:
|
||||||||||||||||
Pre-construction development
activities (2)
|
16.4 | 16.4 | 6.5 | 4.0 | ||||||||||||
New centers (3)
|
1.7 | 1.7 | ||||||||||||||
Existing
Centers:
|
||||||||||||||||
Renovation projects with
incremental GLA
and/or anchor
replacement
|
12.3 | 10.7 | 18.8 | 6.7 | ||||||||||||
Renovations with no incremental
GLA effect
and other
|
1.3 | 1.1 | 4.8 | 2.9 | ||||||||||||
Mall tenant allowances (4)
|
9.4 | 8.9 | 11.7 | 7.3 | ||||||||||||
Asset replacement costs
reimbursable by tenants
|
11.0 | 9.6 | 12.2 | 7.9 | ||||||||||||
Corporate
office improvements, technology, and
equipment (5)
|
4.2 | 4.2 |
|
|
||||||||||||
Additions
to properties
|
56.3 | 52.6 | 54.1 | 28.9 |
(1)
|
Costs
are net of intercompany profits and are computed on an accrual
basis.
|
(2)
|
Primarily
includes costs related to Oyster Bay and Sarasota projects through
September 30, 2008, all of which were written off as part of the fourth
quarter impairment charge. Excludes $54.3 million escrow deposit paid in
2008 relating to the Macao project.
|
(3)
|
Includes
costs related to The Mall at Partridge
Creek.
|
(4)
|
Excludes
initial lease-up costs.
|
(5)
|
Includes
U.S. and Asia offices.
|
(6)
|
Amounts
in this table may not add due to
rounding.
|
(in
millions of dollars)
|
Consolidated
Businesses’ capital spending
|
56.3
|
Differences
between cash and accrual basis
|
43.7
|
Additions
to properties
|
100.0
|
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, technology, 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 The Mall at Partridge Creek and The Pier Shops at Caesars
(subsequent to the acquisition).
|
(4)
|
Includes
costs related to the renovation at Stamford Town Center and the expansion
at Twelve Oaks Mall.
|
(5)
|
Excludes
initial lease-up costs.
|
(6)
|
Amounts
in this table may not add due to
rounding.
|
2009
(1)
|
||||||||||||||||
Consolidated
Businesses
|
Beneficial
Interest
in Consolidated Businesses
|
Unconsolidated
Joint Ventures
|
Beneficial
Interest
in Unconsolidated Joint Ventures
|
|||||||||||||
(in
millions of dollars)
|
||||||||||||||||
Site
improvements(2)
|
1.9 | 1.9 | ||||||||||||||
Existing
centers(3)
|
37.0 | 29.8 | 12.1 | 6.6 | ||||||||||||
Corporate
office improvements, technology, and equipment
|
1.8 | 1.8 | ||||||||||||||
Total
|
40.6 | 33.4 | 12.1 | 6.6 |
(1)
|
Costs
are net of intercompany profits.
|
(2)
|
Includes costs to improve land
for future development in North Atlanta,
Georgia.
|
(3)
|
Primarily
includes costs related to 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:
|
||||||
The Taubman Company 2008
Omnibus Long-Term
Incentive Plan (1)
|
6,098,558
|
|||||
1992 Incentive Option Plan
(2)
|
1,350,477
|
$39.73
|
||||
The Taubman Company 2005
Long-Term Incentive Plan (3)
|
334,878
|
(4) | ||||
1,685,355
|
39.73
|
6,098,558
|
||||
Equity
compensation plan not approved by security holders -
|
||||||
Non-Employee Directors’
Deferred Compensation Plan (5)
|
24,296
|
|
(6) | (7) | ||
1,709,651
|
$39.73
|
6,098,558
|
(1)
|
Under
The Taubman Company 2008 Omnibus Long-Term Incentive Plan, directors,
officers, employees, and other service providers of the Company receive
restricted shares, restricted share units, restricted units of limited
partnership in TRG (“TRG Units”), restricted TRG Units, options to
purchase common stock or TRG Units, share appreciation rights,
unrestricted shares of common stock or TRG Units, and other awards to
acquire up to an aggregate of 6,100,000 shares of common stock or TRG
Units. No further awards will be made under the 1992 Incentive Option
Plan, The Taubman Company 2005 Long-Term Incentive Plan, or the
Non-Employee Directors' Stock Grant
Plan.
|
(2)
|
Under
the 1992 Incentive Option Plan, employees receive TRG Units upon the
exercise of their vested options, and each TRG 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 13 to our
consolidated financial statements included at Item 15 (a)
(1)).
|
(3)
|
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.
|
(4)
|
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.
|
(5)
|
The
Deferred Compensation Plan, which was approved by the Board in May 2005,
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.
|
(6)
|
The
restricted stock units are excluded because they are converted into common
stock on a one-for-one basis at no additional
cost.
|
(7)
|
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, 2008 and 2007
|
F-5
|
Consolidated
Statement of Operations for the years ended December 31, 2008,
2007,
and 2006
|
F-6
|
Consolidated
Statement of Shareowners' Equity for the years ended December 31,
2008,
2007, and 2006
|
F-7
|
Consolidated
Statement of Cash Flows for the years ended December 31, 2008,
2007,
and 2006
|
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,
2008,
2007, and 2006
|
F-37
|
Schedule
III - Real Estate and Accumulated Depreciation as of December 31,
2008
|
F-38
|
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)
|
--
|
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(j)
|
--
|
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(k)
|
--
|
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(l)
|
--
|
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(m)
|
--
|
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(n)
|
--
|
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(o)
|
--
|
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(p)
|
--
|
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(q)
|
--
|
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)
|
--
|
Amended
and Restated Change of Control Employment Agreement, dated December
18, 2008, by and among the Company, Taubman Realty Group Limited
Partnership, and Lisa A. Payne (revised for Code Section 409A
compliance).
|
*10(p)
|
--
|
Form
of Amended and Restated Change of Control Employment Agreement,
dated December 18, 2008 (revised for Code Section 409A
compliance).
|
|
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 (incorporated herein by reference to Exhibit 10(z) filed
with the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 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).
|
*10(ai)
|
--
|
Amended
and Restated Limited Liability Company Agreement of Taubman Properties
Asia LLC, a Delaware Limited Liability Company (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, 2008).
|
*10(aj)
|
--
|
Employment
Agreement between The Taubman Company Asia Limited and Morgan Parker
(incorporated herein by reference to Exhibit 10(b) filed with the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2008).
|
*10(ak)
|
--
|
First
Amendment to the Taubman Centers, Inc. Non-Employee Directors’ Deferred
Compensation Plan (incorporated herein by reference to Exhibit 10(c) filed
with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008).
|
*10(al)
|
--
|
The
Taubman Company 2008 Omnibus Long-Term Incentive Plan (incorporated herein
by reference to Appendix A to the Registrant’s Proxy Statement on Schedule
14A, filed with the Commission on April 15, 2008).
|
*10(am)
|
--
|
Letter
Agreement regarding the Amended and Restated Limited Liability Company
Agreement of Taubman Properties Asia LLC, a Delaware Limited Liability
Company, dated November 25, 2008.
|
*10(an)
|
--
|
Second
Amendment to the Master Services Agreement between The Taubman Realty
Group Limited Partnership and the Manager, dated December 23,
2008.
|
*10(ao)
|
--
|
Summary
of modification to the Employment Agreement between The Taubman Company
Asia Limited and Morgan Parker.
|
*10(ap)
|
--
|
Form
of Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation
Plan Amendment Agreement (revised for Code Section 409A
compliance).
|
*10(aq)
|
--
|
First
Amendment to The Taubman Company Supplemental Retirement Savings Plan,
dated December 12, 2008 (revised for Code Section 409A
compliance).
|
*10(ar)
|
--
|
Amendment
to The Taubman Centers, Inc. Change of Control Severance Program, dated
December 12, 2008 (revised for Code Section 409A
compliance).
|
*10(as)
|
--
|
Form
of The Taubman Company Long-Term Performance Compensation Plan Amendment
Agreement (revised for Code Section 409A compliance).
|
*10(at)
|
--
|
Amendment
to Employment Agreement, dated December 22, 2008, for Lisa A. Payne
(revised for Code Section 409A compliance).
|
|
||
*10(au)
|
-- | First Amendment to the Master Services Agreement between The Taubman Realty Group Limited Partnership and the Manager, dated September 30, 1998. |
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
|
||
F-2 | ||
F-3 | ||
F-5 | ||
F-6 | ||
F-7 | ||
F-8 | ||
F-9 | ||
CONSOLIDATED
FINANCIAL STATEMENT SCHEDULES
|
||
F-37 | ||
F-38 |
December
31
|
||||||||
2008
|
2007
|
|||||||
Assets:
|
||||||||
Properties (Notes 5 and
9)
|
$ | 3,699,480 | $ | 3,781,136 | ||||
Accumulated depreciation and
amortization (Note 5)
|
(1,049,626 | ) | (933,275 | ) | ||||
$ | 2,649,854 | $ | 2,847,861 | |||||
Investment in Unconsolidated Joint
Ventures (Note 6)
|
89,933 | 92,117 | ||||||
Cash and cash
equivalents
|
62,126 | 47,166 | ||||||
Accounts and notes receivable,
less allowance for doubtful accounts of $9,895
and $6,694 in 2008 and 2007 (Note
7)
|
46,732 | 52,161 | ||||||
Accounts receivable from related
parties (Note 12)
|
1,850 | 2,283 | ||||||
Deferred charges and other assets
(Notes 1 and 8)
|
221,297 | 109,719 | ||||||
$ | 3,071,792 | $ | 3,151,307 | |||||
Liabilities:
|
||||||||
Notes payable (Note
9)
|
$ | 2,796,821 | $ | 2,700,980 | ||||
Accounts payable and accrued
liabilities
|
262,226 | 296,385 | ||||||
Dividends and distributions
payable
|
22,002 | 21,839 | ||||||
Distributions in excess of
investments in and net income of Unconsolidated
|
||||||||
Joint Ventures (Note
6)
|
154,141 | 100,234 | ||||||
$ | 3,235,190 | $ | 3,119,438 | |||||
Commitments
and contingencies (Notes 1, 9, 11, 13, and 15)
|
||||||||
Preferred
Equity of TRG (Note 14)
|
$ | 29,217 | $ | 29,217 | ||||
Minority
interest in TRG and consolidated joint ventures (Notes 1, 2, and
20)
|
$ | 6,559 | $ | 18,494 | ||||
Shareowners'
Equity (Note 14):
|
||||||||
Series B Non-Participating
Convertible Preferred Stock, $0.001 par and
liquidation value, 40,000,000
shares authorized, 26,429,235 and
26,524,235 shares issued and
outstanding at December 31, 2008 and 2007
|
$ | 26 | $ | 27 | ||||
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, 2008 and 2007
|
||||||||
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, 2008 and 2007
|
||||||||
Common Stock, $0.01 par value,
250,000,000 shares authorized, 53,018,987
and 52,624,013 shares issued and
outstanding at December 31, 2008 and 2007
|
530 | 526 | ||||||
Additional paid-in
capital
|
556,145 | 543,333 | ||||||
Accumulated other comprehensive
income (loss) (Note 10)
|
(29,778 | ) | (8,639 | ) | ||||
Dividends in excess of net income
(Note 1)
|
(726,097 | ) | (551,089 | ) | ||||
$ | (199,174 | ) | $ | (15,842 | ) | |||
$ | 3,071,792 | $ | 3,151,307 | |||||
Year Ended December
31
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Revenues:
|
||||||||||||
Minimum rents
|
$ | 353,200 | $ | 329,420 | $ | 311,187 | ||||||
Percentage rents
|
13,764 | 14,817 | 14,700 | |||||||||
Expense recoveries
|
248,555 | 228,418 | 206,190 | |||||||||
Management, leasing, and
development services
|
15,911 | 16,514 | 11,777 | |||||||||
Other
|
40,068 | 37,653 | 35,430 | |||||||||
$ | 671,498 | $ | 626,822 | $ | 579,284 | |||||||
Expenses:
|
||||||||||||
Maintenance, taxes, and
utilities
|
$ | 189,162 | $ | 175,948 | $ | 152,885 | ||||||
Other operating
|
79,595 | 69,638 | 71,643 | |||||||||
Management, leasing, and
development services
|
8,710 | 9,080 | 5,730 | |||||||||
General and
administrative
|
28,110 | 30,403 | 30,290 | |||||||||
Impairment charge (Note
5)
|
117,943 | |||||||||||
Interest expense (Note
9)
|
147,397 | 131,700 | 128,643 | |||||||||
Depreciation and
amortization
|
147,441 | 137,910 | 137,957 | |||||||||
$ | 718,358 | $ | 554,679 | $ | 527,148 | |||||||
Gains
on land sales and other nonoperating income
|
$ | 4,569 | $ | 3,595 | $ | 9,460 | ||||||
Income
(loss) before income tax expense, equity in income of
Unconsolidated Joint Ventures, and
minority and preferred interests
|
$ | (42,291 | ) | $ | 75,738 | $ | 61,596 | |||||
Income
tax expense (Note 3)
|
(1,117 | ) | ||||||||||
Equity
in income of Unconsolidated Joint Ventures (Note 6)
|
35,356 | 40,498 | 33,544 | |||||||||
Income
(loss) before minority and preferred interests
|
$ | (8,052 | ) | $ | 116,236 | $ | 95,140 | |||||
Minority
share of consolidated joint ventures (Note 1):
|
||||||||||||
Minority share of income of
consolidated joint ventures
|
(7,441 | ) | (5,031 | ) | (5,789 | ) | ||||||
Distributions in excess of
minority share of income of consolidated joint
ventures
|
(8,594 | ) | (3,007 | ) | (4,904 | ) | ||||||
Minority
interest in TRG (Note 1):
|
||||||||||||
Minority share of (income) loss of
TRG
|
11,338 | (33,210 | ) | (22,816 | ) | |||||||
Distributions in excess of
minority share of income
|
(56,816 | ) | (9,404 | ) | (14,054 | ) | ||||||
TRG
Series F preferred distributions (Note 14)
|
(2,460 | ) | (2,460 | ) | (2,460 | ) | ||||||
Net
income (loss)
|
$ | (72,025 | ) | $ | 63,124 | $ | 45,117 | |||||
Series
A, G, H, and I preferred stock dividends (Note 14)
|
(14,634 | ) | (14,634 | ) | (23,723 | ) | ||||||
Net
income (loss) allocable to common shareowners
|
$ | (86,659 | ) | $ | 48,490 | $ | 21,394 | |||||
Basic
earnings per common share (Note 16)
|
||||||||||||
- Net income
(loss)
|
$ | (1.64 | ) | $ | .92 | $ | .41 | |||||
Diluted
earnings per common share (Note 16)
|
||||||||||||
- Net income
(loss)
|
$ | (1.64 | ) | $ | .90 | $ | .40 | |||||
Cash
dividends declared per common share
|
$ | 1.660 | $ | 1.540 | $ | 1.290 | ||||||
Weighted
average number of common shares outstanding-basic
|
52,866,050 | 52,969,067 | 52,661,024 |
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, 2006
|
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 13, 14, and
15)
|
(1,061,343 | ) | (1 | ) | 1,061,414 | 10 | (9 | ) | ||||||||||||||||||||||||
Issuance
of Series I Preferred Stock, net of
issuance costs (Note
14)
|
4,520,000 | 109,229 | 109,229 | |||||||||||||||||||||||||||||
Redemption
of Series A Preferred Stock (Note 14)
|
(4,520,000 | ) | (45 | ) | (108,910 | ) | (108,955 | ) | ||||||||||||||||||||||||
Redemption
of Series I Preferred Stock (Note 14)
|
(4,520,000 | ) | (109,229 | ) | (109,229 | ) | ||||||||||||||||||||||||||
Share-based
compensation under employee
and director benefit plans (Note
13)
|
3,996 | 5,133 | 5,133 | |||||||||||||||||||||||||||||
Dividend
equivalents (Note 13)
|
(297 | ) | (297 | ) | ||||||||||||||||||||||||||||
Cash
dividends declared
|
(91,903 | ) | (91,903 | ) | ||||||||||||||||||||||||||||
Net
income
|
45,117 | 45,117 | ||||||||||||||||||||||||||||||
Other
comprehensive income (Note 10):
|
||||||||||||||||||||||||||||||||
Unrealized gain 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 13, 14, and
15)
|
(1,589,662 | ) | (1 | ) | 1,601,371 | 16 | 348 | 363 | ||||||||||||||||||||||||
Repurchase
of common stock (Note 14)
|
(1,910,544 | ) | (19 | ) | (99,981 | ) | (100,000 | ) | ||||||||||||||||||||||||
Share-based
compensation under employee
and director benefit plans (Note
13)
|
1,592 | 7,662 | 7,662 | |||||||||||||||||||||||||||||
Dividend
equivalents (Note 13)
|
(562 | ) | (562 | ) | ||||||||||||||||||||||||||||
Cash
dividends declared
|
(95,992 | ) | (95,992 | ) | ||||||||||||||||||||||||||||
Net
income
|
63,124 | 63,124 | ||||||||||||||||||||||||||||||
Other
comprehensive income (Note 10):
|
||||||||||||||||||||||||||||||||
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 | ) | |||||||||||||||
Issuance
of stock pursuant to Continuing Offer
(Notes 13, 14, and
15)
|
(95,000 | ) | (1 | ) | 95,004 | 1 | ||||||||||||||||||||||||||
Share-based
compensation under employee
and director benefit plans (Note
13)
|
299,970 | 3 | 12,812 | 12,815 | ||||||||||||||||||||||||||||
Dividend
equivalents (Note 13)
|
(560 | ) | (560 | ) | ||||||||||||||||||||||||||||
Cash
dividends declared
|
(102,423 | ) | (102,423 | ) | ||||||||||||||||||||||||||||
Net
loss
|
(72,025 | ) | (72,025 | ) | ||||||||||||||||||||||||||||
Other
comprehensive income (Note 10):
|
||||||||||||||||||||||||||||||||
Unrealized loss on interest rate
instruments
and
other
|
(22,399 | ) | (22,399 | ) | ||||||||||||||||||||||||||||
Reclassification adjustment for
amounts recognized in net income
|
1,260 | 1,260 | ||||||||||||||||||||||||||||||
Total
comprehensive loss
|
$ | (93,164 | ) | |||||||||||||||||||||||||||||
Balance,
December 31, 2008
|
33,909,235 | $ | 26 | 53,018,987 | $ | 530 | $ | 556,145 | $ | (29,778 | ) | $ | (726,097 | ) | $ | (199,174 | ) |
Year
Ended December 31
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Cash
Flows From Operating Activities:
|
||||||||||||
Net income (loss)
|
$ | (72,025 | ) | $ | 63,124 | $ | 45,117 | |||||
Adjustments to reconcile net
income (loss) to net cash provided by operating
activities:
|
||||||||||||
Minority and preferred
interests
|
63,973 | 53,112 | 50,023 | |||||||||
Depreciation and
amortization
|
147,441 | 137,910 | 137,957 | |||||||||
Impairment charge (Note
5)
|
117,943 | |||||||||||
Provision for bad
debts
|
6,088 | 1,830 | 5,110 | |||||||||
Gains on sales of land and
land-related rights
|
(2,816 | ) | (668 | ) | (4,084 | ) | ||||||
Other
|
10,770 | 9,592 | 7,037 | |||||||||
Increase (decrease) in cash
attributable to changes in assets and liabilities:
|
||||||||||||
Receivables, deferred charges,
and other assets
|
(5,596 | ) | (22,652 | ) | (7,610 | ) | ||||||
Accounts payable and other
liabilities
|
(12,358 | ) | 15,588 | (10,070 | ) | |||||||
Net
Cash Provided by Operating Activities
|
$ | 253,420 | $ | 257,836 | $ | 223,480 | ||||||
Cash
Flows From Investing Activities:
|
||||||||||||
Additions to
properties
|
$ | (99,964 | ) | $ | (219,847 | ) | $ | (178,304 | ) | |||
Acquisition of interests in The
Mall at Partridge Creek (Note 2)
|
(11,838 | ) | ||||||||||
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 | |||||||||||
Funding of The Mall at Studio City
escrow (Note 2)
|
(54,334 | ) | ||||||||||
Net proceeds from disposition of
interest in center
|
9,000 | |||||||||||
Proceeds from sales of land and
land-related rights
|
6,268 | 1,138 | 5,423 | |||||||||
Acquisition of marketable equity
securities and other assets
|
(2,655 | ) | (3,435 | ) | ||||||||
Issuances and repayments of notes
receivable
|
223 | (2,228 | ) | |||||||||
Contributions to Unconsolidated
Joint Ventures
|
(12,111 | ) | (15,162 | ) | (25,251 | ) | ||||||
Distributions from Unconsolidated
Joint Ventures in excess of income
|
63,269 | 2,990 | 57,583 | |||||||||
Net
Cash Used In Investing Activities
|
$ | (111,142 | ) | $ | (227,660 | ) | $ | (131,549 | ) | |||
Cash
Flows From Financing Activities:
|
||||||||||||
Debt proceeds
|
$ | 335,665 | $ | 263,086 | $ | 585,584 | ||||||
Debt payments
|
(239,072 | ) | (16,044 | ) | (530,522 | ) | ||||||
Debt issuance
costs
|
(3,419 | ) | (2,892 | ) | (3,475 | ) | ||||||
Repurchase of common stock (Note
14)
|
(100,000 | ) | ||||||||||
Redemption of preferred stock and
repurchase of preferred equity
in TRG (Note 14)
|
(226,000 | ) | ||||||||||
Issuance of preferred stock and
equity in TRG (Note 14)
|
113,000 | |||||||||||
Equity issuance
costs
|
(607 | ) | ||||||||||
Issuance of common stock and/or
partnership units in connection with
Incentive Option Plan (Notes 13
and 15)
|
3,809 | 363 | ||||||||||
Contribution from minority
interest (Note 2)
|
9,000 | |||||||||||
Distributions to minority and
preferred interests
|
(118,941 | ) | (55,669 | ) | (95,359 | ) | ||||||
Cash dividends to preferred
shareowners
|
(14,634 | ) | (14,634 | ) | (19,071 | ) | ||||||
Cash dividends to common
shareowners
|
(87,679 | ) | (79,384 | ) | (64,130 | ) | ||||||
Other
|
(3,047 | ) | (4,118 | ) | ||||||||
Net
Cash Used In Financing Activities
|
$ | (127,318 | ) | $ | (9,292 | ) | $ | (231,580 | ) | |||
Net
Increase (Decrease) In Cash and Cash Equivalents
|
$ | 14,960 | $ | 20,884 | $ | (139,649 | ) | |||||
Cash
and Cash Equivalents at Beginning of Year
|
47,166 | 26,282 | 163,577 | |||||||||
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
|
$ | 62,126 | $ | 47,166 | $ | 26,282 |
Year
|
Dividends
per
common
share declared
|
Return
of capital
|
Ordinary
income
|
15%
Rate
long
term
capital gain
|
Unrecaptured
Sec.
1250
capital gain
|
2008
|
$ | 1.660 | $ | 0.0000 | $ | 1.3324 | $ | 0.3011 | $ | 0.0265 | ||||||||||
2007
|
1.540 | 0.0000 | 1.5385 | 0.0015 | 0.0000 | |||||||||||||||
2006
|
1.290 | 0.0687 | 1.2006 | 0.0207 | 0.0000 |
Year
|
Dividends
per
Series
A Preferred
share declared
|
Ordinary
income
|
15%
Rate
long
term
capital gain
|
Unrecaptured
Sec.
1250
capital gain
|
2006
|
$ | 0.790 | $ | 0.7770 | $ | 0.0130 | $ | 0.0000 |
Year
|
Dividends
per
Series
G Preferred
share declared
|
Ordinary
income
|
15%
Rate
long
term
capital gain
|
Unrecaptured
Sec.
1250
capital gain
|
2008
|
$ | 2.000 | $ | 1.6053 | $ | 0.3628 | $ | 0.0319 | ||||||||
2007
|
2.000 | 1.9981 | 0.0019 | 0.0000 | ||||||||||||
2006
|
2.000 | 1.9679 | 0.0321 | 0.0000 |
Year
|
Dividends
per
Series
H Preferred
share declared
|
Ordinary
income
|
15%
Rate
long
term
capital gain
|
Unrecaptured
Sec.
1250
capital gain
|
2008
|
$ | 1.906 | $ | 1.5300 | $ | 0.3457 | $ | 0.0303 | ||||||||
2007
|
1.906 | 1.9042 | 0.0018 | 0.0000 | ||||||||||||
2006
|
1.906 | 1.8757 | 0.0303 | 0.0000 |
Year
|
TRG
units
outstanding
at
December 31
|
TRG
units
owned
by TCO at
December 31 (1)
|
TRG
Units owned by minority interests at December 31
|
TCO's
% interest
in
TRG at
December 31
|
TCO's
average
interest in TRG
|
2008
|
79,481,431 | 53,018,987 | 26,462,444 |
67
|
% |
67
|
% | |||||||||||||
2007
|
79,181,457 | 52,624,013 | 26,557,444 |
66
|
|
66
|
||||||||||||||
2006
|
81,078,700 | 52,931,594 | 28,147,106 |
65
|
65
|
(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.
|
2008
|
2007
|
|||||||
Land
|
$ | 263,619 | $ | 266,480 | ||||
Buildings,
improvements, and equipment
|
3,363,638 | 3,337,745 | ||||||
Construction
in process
|
10,650 | 17,064 | ||||||
Development
pre-construction costs
|
61,573 | 159,847 | ||||||
$ | 3,699,480 | $ | 3,781,136 | |||||
Accumulated
depreciation and amortization
|
(1,049,626 | ) | (933,275 | ) | ||||
$ | 2,649,854 | $ | 2,847,861 |
Shopping
Center
|
Ownership
as of
December 31, 2008 and
2007
|
Arizona
Mills
|
50%
|
Fair
Oaks
|
50
|
The
Mall at Millenia
|
50
|
Stamford
Town Center
|
50
|
Sunvalley
|
50
|
Waterside
Shops
|
25
|
Westfarms
|
79
|
December
31
|
||||||||
2008
|
2007
|
|||||||
Assets:
|
||||||||
Properties
|
$ | 1,087,341 | $ | 1,056,380 | ||||
Accumulated depreciation and
amortization
|
(366,168 | ) | (347,459 | ) | ||||
$ | 721,173 | $ | 708,921 | |||||
Cash and cash
equivalents
|
28,946 | 40,097 | ||||||
Accounts and notes receivable,
less allowance for doubtful accounts
of $1,419 and $1,799 in 2008
and 2007
|
26,603 | 26,271 | ||||||
Deferred charges and other
assets
|
20,098 | 18,229 | ||||||
$ | 796,820 | $ | 793,518 | |||||
Liabilities
and accumulated deficiency in assets:
|
||||||||
Notes payable
|
$ | 1,103,903 | $ | 1,003,463 | ||||
Accounts payable and other
liabilities
|
61,570 | 55,242 | ||||||
TRG's accumulated deficiency in
assets
|
(201,466 | ) | (151,363 | ) | ||||
Unconsolidated Joint Venture
Partners' accumulated deficiency
in assets
|
(167,187 | ) | (113,824 | ) | ||||
$ | 796,820 | $ | 793,518 | |||||
TRG's
accumulated deficiency in assets (above)
|
$ | (201,466 | ) | $ | (151,363 | ) | ||
Contribution
payable
|
(1,005 | ) | ||||||
TRG
basis adjustments, including elimination of intercompany
profit
|
71,623 | 74,660 | ||||||
TCO's
additional basis
|
66,640 | 68,586 | ||||||
Net
Investment in Unconsolidated Joint Ventures
|
$ | (64,208 | ) | $ | (8,117 | ) | ||
Distributions
in excess of investments in and net income of
Unconsolidated Joint
Ventures
|
154,141 | 100,234 | ||||||
Investment
in Unconsolidated Joint Ventures
|
$ | 89,933 | $ | 92,117 |
Year
Ended December 31
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Revenues
|
$ | 271,813 | $ | 262,587 | $ | 252,129 | ||||||
Maintenance,
taxes, utilities, and other operating expenses
|
$ | 93,218 | $ | 90,782 | $ | 93,452 | ||||||
Interest
expense
|
65,002 | 66,232 | 57,563 | |||||||||
Depreciation
and amortization
|
39,756 | 37,355 | 43,124 | |||||||||
Total
operating costs
|
$ | 197,976 | $ | 194,369 | $ | 194,139 | ||||||
Nonoperating
income
|
683 | 1,587 | 1,289 | |||||||||
Net
income
|
$ | 74,520 | $ | 69,805 | $ | 59,279 | ||||||
Net
income allocable to TRG
|
$ | 41,857 | $ | 40,518 | $ | 34,101 | ||||||
Realized
intercompany profit, net of depreciation on TRG’s
basis adjustments
|
3,770 | 1,924 | 1,387 | |||||||||
Depreciation
of TCO's additional basis
|
(1,948 | ) | (1,944 | ) | (1,944 | ) | ||||||
Impairment
charge
|
(8,323 | ) | ||||||||||
Equity
in income of Unconsolidated Joint Ventures
|
$ | 35,356 | $ | 40,498 | $ | 33,544 | ||||||
Beneficial
interest in Unconsolidated Joint Ventures' operations:
|
||||||||||||
Revenues less maintenance,
taxes, utilities, and other
operating
expenses
|
$ | 101,089 | $ | 96,844 | $ | 91,559 | ||||||
Interest expense
|
(33,777 | ) | (33,311 | ) | (31,151 | ) | ||||||
Depreciation and
amortization
|
(23,633 | ) | (23,035 | ) | (26,864 | ) | ||||||
Impairment
charge
|
(8,323 | ) | ||||||||||
Equity in income of
Unconsolidated Joint Ventures
|
$ | 35,356 | $ | 40,498 | $ | 33,544 |
2008
|
2007
|
|||||||
Trade
|
$ | 36,149 | $ | 37,183 | ||||
Notes
|
7,471 | 8,272 | ||||||
Straight-line
rent
|
12,904 | 12,930 | ||||||
Other
|
103 | 470 | ||||||
$ | 56,627 | $ | 58,855 | |||||
Less:
Allowance for doubtful accounts
|
(9,895 | ) | (6,694 | ) | ||||
$ | 46,732 | $ | 52,161 |
2008
|
2007
|
Leasing
costs
|
$ | 38,700 | $ | 39,801 | ||||
Accumulated
amortization
|
(19,872 | ) | (20,878 | ) | ||||
$ | 18,828 | $ | 18,923 | |||||
Minority
interest (Note 1)
|
96,810 | 45,332 | ||||||
The
Mall at Studio City escrow
|
54,334 | |||||||
Deferred
financing costs, net
|
9,739 | 9,597 | ||||||
Intangibles,
net
|
2,241 | 3,882 | ||||||
Insurance
deposit (Note 17)
|
8,957 | |||||||
Investments
|
4,351 | 5,924 | ||||||
Deferred
tax asset, net
|
6,652 | 7,197 | ||||||
Prepaid
expenses
|
3,387 | 5,557 | ||||||
Other,
net
|
15,998 | 13,307 | ||||||
$ | 221,297 | $ | 109,719 |
2008
|
2007
|
Stated
Interest
Rate
|
Maturity
Date
|
Balance
Due
on
Maturity
|
Facility
Amount
|
Beverly
Center
|
$333,736
|
$
338,779
|
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
|
245
|
490
|
Prime
|
12/20/09
|
20
|
$2,000
|
||||
Dolphin
Mall
|
139,000
|
139,000
|
LIBOR
+ 0.70%
|
02/14/11
|
(1) |
139,000
|
(1)
|
|||
Fairlane
Town Center
|
80,000
|
80,000
|
LIBOR
+ 0.70%
|
02/14/11
|
(1) |
80,000
|
(1)
|
|||
Great
Lakes Crossing
|
137,877
|
140,449
|
5.25%
|
03/11/13
|
125,507
|
|||||
International
Plaza
|
325,000
|
LIBOR
+1.15%
|
(2) |
01/08/11
|
(2) |
325,000
|
||||
International
Plaza
|
|
175,150
|
4.21%
|
01/08/08
|
175,150
|
|||||
MacArthur
Center
|
132,500
|
135,439
|
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
|
72,791
|
62,126
|
LIBOR
+ 1.15%
|
09/07/10
|
72,791
|
81,000
|
||||
The
Pier Shops at Caesars
|
135,000
|
135,000
|
6.01%
|
05/11/17
|
135,000
|
|||||
Regency
Square
|
75,388
|
76,591
|
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
|
108,884
|
110,411
|
6.24%
|
06/01/14
|
98,585
|
|||||
Twelve
Oaks Mall
|
10,000
|
60,000
|
LIBOR
+ 0.70%
|
02/14/11
|
(1) |
10,000
|
(1)
|
|||
The
Mall at Wellington Green
|
200,000
|
200,000
|
5.44%
|
05/06/15
|
200,000
|
|||||
Line
of Credit
|
10,900
|
12,045
|
Variable
Bank Rate
|
02/14/11
|
10,900
|
40,000
|
||||
$2,796,821
|
$2,700,980
|
(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, 2008 was $321 million. Sublimits may be reallocated quarterly
but not more often than twice a year. The facility has a one year
extension option.
|
(2)
|
Stated
interest rate is swapped to an effective rate of 5.01%. The loan has two
one-year extension options.
|
2009
|
$ | 14,433 | ||
2010
|
213,838 | |||
2011
|
648,489 | (1) | ||
2012
|
11,413 | |||
2013
|
134,802 | |||
Thereafter
|
1,773,846 | |||
$ | 2,796,821 |
Center
|
Loan
balance as of
12/31/08
|
TRG's
beneficial
interest in loan balance as
of 12/31/08
|
Amount
of loan balance guaranteed by TRG as of
12/31/08
|
%
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
|
10.0 | 10.0 | 10.0 | 100 | % | 100 | % |
At
100%
|
At
Beneficial Interest
|
||||||||
Consolidated
Subsidiaries
|
Unconsolidated
Joint
Ventures
|
Consolidated
Subsidiaries
|
Unconsolidated
Joint
Ventures
|
Debt
as of:
|
|||||||||
December 31,
2008
|
$2,796,821
|
$1,103,903
|
$2,437,590
|
$566,437
|
|||||
December 31,
2007
|
2,700,980
|
1,003,463
|
2,416,292
|
517,228
|
|||||
Capital
lease obligations as of:
|
|||||||||
December 31,
2008
|
$2,474
|
$167
|
$2,467
|
$84
|
|||||
December 31,
2007
|
5,521
|
504
|
5,507
|
252
|
|||||
Capitalized
interest:
|
|||||||||
Year ended December 31,
2008
|
$7,972
|
$139
|
$7,819
|
$101
|
|||||
Year ended December 31,
2007
|
14,613
|
496
|
14,518
|
125
|
|||||
Interest
expense:
|
|||||||||
Year ended December 31,
2008
|
$147,397
|
$65,002
|
$127,769
|
$33,777
|
|||||
Year ended December 31,
2007
|
131,700
|
66,232
|
$117,385
|
$33,311
|
2008
|
2007
|
2006
|
Receipts
under swap and cap agreements
|
$ | (482 | ) | $ | (69 | ) | $ | (121 | ) | |||
Payments
under swap agreements
|
3,785 | |||||||||||
Adjustment
of accumulated other comprehensive income for amounts
recognized in net
income
|
1,260 | 1,261 | 1,391 | |||||||||
Change
in fair value of cap agreements not designated as hedges
|
8 | 59 | ||||||||||
Net
reduction to income
|
$ | 4,563 | $ | 1,200 | $ | 1,329 |
Hedged
Items
|
OCI
Amounts
|
Recognition Period
|
|
Beverly
Center refinancing
|
$3,027
|
January
2004 through December 2013
|
|
Regency
Square financing
|
795
|
|
November
2001 through October 2011
|
Westfarms
refinancing
|
1,314
|
July
2002 through July 2012
|
|
$5,136
|
Hedged
Items
|
OCI Amounts
|
Effective
Period
|
|
Fair
Oaks refinancing
|
$4,236
|
April
2008 through March 2011
|
|
International
Plaza refinancing
|
17,188
|
January
2008 through December 2010
|
|
Taubman
Land Associates financing
|
1,738
|
January
2007 through October 2012
|
|
$23,162
|
2009
|
$ 331,270
|
2010
|
316,961
|
2011
|
283,714
|
2012
|
248,010
|
2013
|
223,779
|
Thereafter
|
775,041
|
2009
|
$ 10,532
|
2010
|
10,443
|
2011
|
8,116
|
2012
|
7,542
|
2013
|
7,587
|
Thereafter
|
395,896
|
2009
|
$ | 1,855 | ||
2010
|
620 | |||
2011
|
155 | |||
Total
minimum lease payments
|
$ | 2,630 | ||
Less
amount representing interest
|
(156 | ) | ||
Capital
lease obligations
|
$ | 2,474 |
2008
|
2007
|
2006
|
Expected
volatility
|
24.33 | % | 20.76 | % | 20.87%-21.14 | % | ||||||
Expected
dividend yield
|
3.50 | % | 3.00 | % | 3.50 | % | ||||||
Expected
term (in years)
|
6 | 7 | 7 | |||||||||
Risk-free
interest rate
|
3.08 | % | 4.45 | % | 4.74%-5.08 | % | ||||||
Weighted
average grant-date fair value
|
$9.31 | $11.77 | $8.11 |
Number
of Options
|
Weighted
Average Exercise
Price
|
Weighted
Average Remaining
Contractual
Term
(in years)
|
Range
of Exercise
Prices
|
|||||||||||||
Outstanding
at January 1, 2006
|
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 | ||||||||||||
Granted
|
230,567 | 50.65 | ||||||||||||||
Exercised
|
(210,736 | ) | 31.55 | |||||||||||||
Outstanding
at December 31, 2008
|
1,350,477 | $39.73 |
7.2
|
$29.38 - $55.90 | ||||||||||||
Fully
vested options at December 31, 2008
|
490,927 | $37.05 |
6.8
|
Restricted Stock Units
|
Weighted
average
Grant Date Fair Value
|
Outstanding
at January 1, 2006
|
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 | ||||||
Granted
|
121,037 | 50.65 | ||||||
Forfeited
|
(8,256 | ) | 48.69 | |||||
Redeemed
|
(136,200 | ) | 32.15 | |||||
Outstanding
at December 31, 2008
|
334,878 | 48.57 |
Year
Ended December 31
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Net
income (loss) allocable to common shareowners (Numerator)
|
$ | (86,659 | ) | $ | 48,490 | $ | 21,394 | |||||
Shares
(Denominator) – basic
|
52,866,050 | 52,969,067 | 52,661,024 | |||||||||
Effect
of dilutive securities
|
652,950 | 318,429 | ||||||||||
Shares
(Denominator) – diluted
|
52,866,050 | 53,622,017 | 52,979,453 | |||||||||
Earnings
(loss) per common share:
|
||||||||||||
Basic
|
$ | (1.64 | ) | $ | 0.92 | $ | 0.41 | |||||
Diluted
|
$ | (1.64 | ) | $ | 0.90 | $ | 0.40 |
2008
|
2007
|
||||
Carrying
Value
|
Fair Value
|
Carrying Value
|
Fair
Value
|
||
Notes
payable
|
$2,796,821
|
$2,871,252
|
$2,700,980
|
$2,791,341
|
Fair
Value Measurements at
December
31, 2008 Using
|
||||||||
Description
|
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level
1)
|
Significant
Other
Observable
Inputs
(Level
2)
|
Available-for-sale
securities
|
$ | 4,351 | ||||||
Insurance
deposit
|
8,957 | |||||||
Derivative
assets
|
$ | 217 | ||||||
Total assets
|
$ | 13,308 | $ | 217 | ||||
Derivative
interest rate instruments liabilities (Note 10)
|
$ | (17,188) | ||||||
Total
liabilities
|
$ | (16,971) |
2008
|
2007
|
2006
|
Non-cash
additions to properties
|
$14,820
|
$61,131
|
$24,051
|
||
Additions
to capital lease obligations
|
2,138
|
2008
(1)
|
||||
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Revenues
|
$157,417
|
$160,412
|
$163,713
|
$189,956
|
|
Equity
in income of Unconsolidated Joint Ventures
|
9,234
|
8,491
|
11,289
|
6,342
|
|
Income
(loss) before minority and preferred interests
|
23,516
|
21,414
|
27,836
|
(80,818
|
) |
Net
income (loss)
|
8,205
|
4,032
|
12,855
|
(97,117
|
) |
Net
income (loss) allocable to common shareowners
|
4,547
|
373
|
9,197
|
(100,776
|
) |
Basic
and Diluted earnings per common share -
|
|
||||
Net income
(loss)
|
$ 0.09
|
$ 0.01
|
$ 0.17
|
$ (1.90
|
) |
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
|
|
(1)
|
Amounts
include the impairment charges recognized in the fourth quarter of 2008 of
$117.9 million and $8.3 million related to the Company’s investment in its
Oyster Bay and Sarasota projects, respectively (Notes 5 and
6).
|
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, 2008
|
Allowance for doubtful
receivables
|
$ | 6,694 | $ | 6,088 | $ | (2,887 | ) | $ | 9,895 | ||||||||||||
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 |
(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
|
$ 56,430
|
$265,523
|
$265,523
|
$119,914
|
$145,609
|
$333,736
|
1982
|
40
Years
|
|||||||||||
Cherry Creek Shopping
Center,
Denver, CO
|
99,260
|
110,371
|
|
209,631
|
209,631
|
100,424
|
109,207
|
280,000
|
1990
|
40
Years
|
||||||||||
Dolphin Mall, Miami,
FL
|
$34,881
|
238,252
|
43,545
|
$34,881
|
281,797
|
316,678
|
63,877
|
252,801
|
139,000
(1)
|
2001
|
50
Years
|
|||||||||
Fairlane Town Center, Dearborn,
MI
|
17,330
|
104,668
|
45,857
|
17,330
|
150,525
|
167,855
|
54,306
|
113,549
|
80,000
(1)
|
1996
|
40
Years
|
|||||||||
Great Lakes Crossing, Auburn
Hills, MI
|
15,506
|
194,093
|
24,870
|
15,506
|
218,963
|
234,469
|
87,561
|
146,908
|
137,877
|
1998
|
50
Years
|
|||||||||
International Plaza, Tampa,
FL
|
308,648
|
11,962
|
|
320,610
|
320,610
|
79,144
|
241,466
|
325,000
|
2001
|
50
Years
|
||||||||||
MacArthur Center, Norfolk,
VA
|
145,768
|
13,946
|
159,714
|
159,714
|
46,055
|
113,659
|
132,500
|
1999
|
50
Years
|
|||||||||||
Northlake Mall, Charlotte,
NC
|
22,540
|
147,756
|
2,291
|
22,540
|
150,047
|
172,587
|
32,111
|
140,476
|
215,500
|
2005
|
50
Years
|
|||||||||
The Mall at Partridge
Creek,
Clinton Township,
MI
|
14,098
|
122,974
|
12,766
|
14,098
|
135,740
|
149,838
|
11,176
|
138,662
|
72,791
|
2007
|
50
Years
|
|||||||||
The Pier Shops at
Caesars,
Atlantic City,
NJ
|
176,835
|
176,835
|
176,835
|
15,806
|
161,029
|
135,000
|
2006
|
50
Years
|
||||||||||||
Regency Square, Richmond,
VA
|
18,635
|
101,600
|
10,148
|
18,635
|
111,748
|
130,383
|
41,711
|
88,672
|
75,388
|
1997
|
40
Years
|
|||||||||
The Mall at Short Hills, Short
Hills, NJ
|
25,114
|
168,004
|
119,982
|
25,114
|
287,986
|
313,100
|
122,562
|
190,538
|
540,000
|
1980
|
40
Years
|
|||||||||
Stony Point Fashion Park,
Richmond, VA
|
10,677
|
98,365
|
890
|
10,677
|
99,255
|
109,932
|
30,834
|
79,098
|
108,884
|
2003
|
50
Years
|
|||||||||
Twelve Oaks Mall, Novi,
MI
|
25,410
|
191,185
|
74,780
|
25,410
|
265,965
|
291,375
|
88,235
|
203,140
|
10,000
|
(1) |
1977
|
50
Years
|
||||||||
The Mall at Wellington
Green,
Wellington, FL
|
18,967
|
191,698
|
9,452
|
21,439
|
198,678
|
220,117
|
62,496
|
157,621
|
200,000
|
2001
|
50
Years
|
|||||||||
The Shops at Willow Bend, Plano,
TX
|
26,192
|
229,058
|
9,262
|
26,192
|
238,320
|
264,512
|
60,642
|
203,870
|
2001
|
50
Years
|
||||||||||
Other:
|
|
|||||||||||||||||||
Office
Facilities
|
28,180
|
28,180
|
28,180
|
14,522
|
13,658
|
|||||||||||||||
Peripheral Land
|
27,633
|
27,633
|
27,633
|
27,633
|
||||||||||||||||
Construction in Process
and
Development Pre-Construction
Costs
|
61,573
|
(3) |
10,650
|
72,223
|
72,223
|
72,223
|
||||||||||||||
Assets under CDD
obligations
|
4,164
|
61,411
|
4,164
|
61,411
|
65,575
|
17,518
|
48,057
|
|||||||||||||
Other
|
2,710
|
2,710
|
2,710
|
732
|
1,978
|
|||||||||||||||
Total
|
$261,147
|
$2,852,951
|
$585,382
|
$263,619
|
$3,435,861
|
$3,699,480
|
(2) |
$1,049,626
|
$2,649,854
|
Total
Real
Estate Assets
|
Total
Real
Estate Assets
|
Total
Real Estate Assets
|
Accumulated
Depreciation
|
Accumulated
Depreciation
|
Accumulated
Depreciation (6)
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||||||||||||||
Balance,
beginning of year
|
$ | 3,781,136 | $ | 3,398,122 | $ | 3,081,324 |
Balance,
beginning of year
|
$ | (933,275 | ) | $ | (821,384 | ) | $ | (651,665 | ) | |||||||||
New
development and improvements
|
58,259 | 229,199 | 151,428 |
Depreciation
for year
|
(138,741 | ) | (128,358 | ) | (128,488 | ) | |||||||||||||||
Disposals/Write-offs
|
(136,579 | ) (3) | (23,179 | ) | (39,672 | ) |
Disposals/Write-offs
|
22,425 | 23,179 | 39,195 | |||||||||||||||
Transfers
In/(Out)
|
(3,336 | ) | 176,994 | (4) | 205,042 | (5) |
Transfers
In/(Out)
|
(35 | ) | (6,712 | ) (4) | (80,426 | ) (5) | ||||||||||||
Balance,
end of year
|
$ | 3,699,480 | $ | 3,781,136 | $ | 3,398,122 |
Balance,
end of year
|
$ | (1,049,626 | ) | $ | (933,275 | ) | $ | (821,384 | ) |
(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, 2008 was $3.664 billion.
|
(3)
|
Primarily
includes the write-off of certain Oyster Bay costs. In 2008, the
Company recognized a $117.9 million impairment charge on the Oyster Bay
project. The remaining balance of $39.8 million as of
December 31, 2008 is included in development pre-construction
costs.
|
(4)
|
Includes
costs related to The Pier Shops at Caesars, which became a consolidated
center in 2007.
|
(5)
|
Includes
costs related to Cherry Creek Shopping Center, which became a consolidated
center in 2006.
|
(6)
|
Does
not include depreciation of assets recoverable from
tenants.
|
TAUBMAN
CENTERS, INC.
|
||
Date:
February 24, 2009
|
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
24, 2009
|
Robert
S. Taubman
|
Chief
Executive Officer, and Director
|
|
(Principal
Executive Officer)
|
||
/s/
Lisa A. Payne
|
Vice
Chairman, Chief Financial
|
February 24,
2009
|
Lisa
A. Payne
|
Officer,
and Director (Principal Financial Officer)
|
|
/s/
William S. Taubman
|
Chief
Operating Officer,
|
February
24, 2009
|
William
S. Taubman
|
and
Director
|
|
/s/
Esther R. Blum
|
Senior
Vice President, Controller, and
|
February 24,
2009
|
Esther
R. Blum
|
Chief
Accounting Officer
|
|
*
|
Director
|
February 24,
2009
|
Graham
Allison
|
||
*
|
Director
|
February 24,
2009
|
Jerome
A. Chazen
|
||
*
|
Director
|
February 24,
2009
|
Craig
M. Hatkoff
|
||
*
|
Director
|
February 24,
2009
|
Peter
Karmanos, Jr.
|
||
*
|
Director
|
February 24,
2009
|
William
U. Parfet
|
||
*
|
Director
|
February 24,
2009
|
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)
|
--
|
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(j)
|
--
|
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(k)
|
--
|
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(l)
|
--
|
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(m)
|
--
|
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(n)
|
--
|
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(o)
|
--
|
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(p)
|
--
|
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(q)
|
--
|
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)
|
--
|
Amended
and Restated Change of Control Employment Agreement, dated December 18,
2008, by and among the Company, Taubman Realty Group Limited Partnership,
and Lisa A. Payne (revised for Code Section 409A
compliance).
|
*10(p)
|
--
|
Form
of Amended and Restated Change of Control Employment Agreement, dated
December 18, 2008 (revised for Code Section 409A
compliance).
|
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 (incorporated herein by reference to Exhibit 10(z) filed
with the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 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).
|
*10(ai)
|
--
|
Amended
and Restated Limited Liability Company Agreement of Taubman Properties
Asia LLC, a Delaware Limited Liability Company (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, 2008).
|
*10(aj)
|
--
|
Employment
Agreement between The Taubman Company Asia Limited and Morgan Parker
(incorporated herein by reference to Exhibit 10(b) filed with the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2008).
|
*10(ak)
|
--
|
First
Amendment to the Taubman Centers, Inc. Non-Employee Directors’ Deferred
Compensation Plan (incorporated herein by reference to Exhibit 10(c) filed
with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2008).
|
*10(al)
|
--
|
The
Taubman Company 2008 Omnibus Long-Term Incentive Plan (incorporated herein
by reference to Appendix A to the Registrant’s Proxy Statement on Schedule
14A, filed with the Commission on April 15, 2008).
|
*10(am)
|
--
|
Letter
Agreement regarding the Amended and Restated Limited Liability Company
Agreement of Taubman Properties Asia LLC, a Delaware Limited Liability
Company, dated November 25, 2008.
|
*10(an)
|
--
|
Second
Amendment to the Master Services Agreement between The Taubman Realty
Group Limited Partnership and the Manager, dated December 23,
2008.
|
*10(ao)
|
--
|
Summary
of modification to the Employment Agreement between The Taubman Company
Asia Limited and Morgan Parker.
|
*10(ap)
|
--
|
Form
of Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation
Plan Amendment Agreement (revised for Code Section 409A
compliance).
|
*10(aq)
|
--
|
First
Amendment to The Taubman Company Supplemental Retirement Savings Plan,
dated December 12, 2008 (revised for Code Section 409A
compliance).
|
*10(ar)
|
--
|
Amendment
to The Taubman Centers, Inc. Change of Control Severance Program, dated
December 12, 2008 (revised for Code Section 409A
compliance).
|
*10(as)
|
--
|
Form
of The Taubman Company Long-Term Performance Compensation Plan Amendment
Agreement (revised for Code Section 409A compliance).
|
*10(at)
|
--
|
Amendment
to Employment Agreement, dated December 22, 2008, for Lisa A. Payne
(revised for Code Section 409A compliance).
|
*10(au) | -- | First Amendment to the Master Service Agreement between The Taubman Realty Group Limited Partnership and the Manager, dated September 30, 1998. |
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.
|