TAUBMAN CENTERS INC, 10-K filed on 2/24/2012
Annual Report
Document and Entity Information Document (USD $)
12 Months Ended
Dec. 31, 2011
Feb. 23, 2012
Jun. 30, 2010
Document and Entity Information [Abstract]
 
 
 
Entity Registration Name
TAUBMAN CENTERS INC. 
 
 
Entity Central Index Key
0000890319 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Document Type
10-K 
 
 
Document Period End Date
Dec. 31, 2011 
 
 
Document Fiscal Year Focus
2011 
 
 
Document Fiscal Period Focus
Q4 
 
 
Amendment Flag
false 
 
 
Entity Common Stock, Shares Outstanding
 
58,058,113 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Public Float
 
 
$ 2,000,000,000 
CONSOLIDATED BALANCE SHEET (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2011
Dec. 31, 2010
Assets:
 
 
Properties
$ 4,020,954 
$ 3,528,297 
Accumulated depreciation and amortization
(1,271,943)
(1,199,247)
Properties, net
2,749,011 
2,329,050 
Investment in Unconsolidated Joint Ventures
75,582 
77,122 
Cash and cash equivalents
24,033 
19,291 
Restricted Cash
295,318 
7,599 
Accounts and notes receivable, less allowance for doubtful accounts of $3,303 and $7,966 in 2011 and 2010
59,990 
49,906 
Accounts receivable from related parties
1,418 
1,414 
Deferred charges and other assets
131,440 
62,491 
Total Assets
3,336,792 
2,546,873 
Liabilities:
 
 
Mortgage notes payable
2,864,135 
2,656,560 
Installment Notes
281,467 
 
Accounts payable and accrued liabilities
255,146 
247,895 
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
192,257 
170,329 
Liabilities
3,593,005 
3,074,784 
Commitments and Contingencies
   
   
Redeemable Noncontrolling Interests
84,235 
 
Equity:
 
 
Series B Non-Participating Convertible Preferred Stock, $0.001 par and liquidation value, 40,000,000 shares authorized, 26,461,958 and 26,233,126 shares issued and outstanding at December 31, 2011 and 2010
26 
26 
Common Stock, $0.01 par value, 250,000,000 shares authorized, 58,022,475 and 54,696,054 shares issued and outstanding at December 31, 2011 and December 31, 2010
580 
547 
Additional paid-in capital
673,923 
589,881 
Accumulated other comprehensive income (loss)
(27,613)
(14,925)
Dividends in excess of net income
(863,040)
(939,290)
Total Shareowners
(216,124)
(363,761)
Noncontrolling interests
(124,324)
(164,150)
Stockholders' Equity, including Portion Attributable to Noncontrolling Interest
(340,448)
(527,911)
Total Liabilities and Equity
$ 3,336,792 
$ 2,546,873 
Consolidated Balance Sheets (USD $)
Dec. 31, 2011
Dec. 31, 2010
Allowance for doubtful accounts
$ 3,303,000 
$ 7,966,000 
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
250,000,000 
250,000,000 
Common stock, shares issued
58,022,475 
54,696,054 
Common stock, shares outstanding
58,022,475 
54,696,054 
Series B [Member]
 
 
Preferred Stock, Non-Participating, Convertible, Par Value, Per Share
$ 0.001 
$ 0.001 
Preferred Stock, Non-Participating, Convertible, Liquidation Value
$ 0.001 
$ 0.001 
Preferred Stock, Non-Participating, Convertible, Shares Authorized
40,000,000 
40,000,000 
Preferred Stock, Non-Participating, Convertible, Shares Issued
26,461,958 
26,233,126 
Preferred Stock, Non-Participating, Convertible, Shares Outstanding
26,461,958 
26,233,126 
Series G Preferred Stock [Member]
 
 
Auction Market Preferred Securities, Stock Series, Liquidation Value
100,000,000 
100,000,000 
Preferred Stock, Shares Authorized
4,000,000 
4,000,000 
Preferred Stock, Shares Issued
4,000,000 
4,000,000 
Preferred Stock, Shares Outstanding
4,000,000 
4,000,000 
Preferred Stock, Par or Stated Value Per Share
$ 0 
$ 0 
Series H Preferred Stock [Member]
 
 
Auction Market Preferred Securities, Stock Series, Liquidation Value
$ 87,000,000 
$ 87,000,000 
Preferred Stock, Shares Authorized
3,480,000 
3,480,000 
Preferred Stock, Shares Issued
3,480,000 
3,480,000 
Preferred Stock, Shares Outstanding
3,480,000 
3,480,000 
Preferred Stock, Par or Stated Value Per Share
$ 0 
$ 0 
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Revenues:
 
 
 
Minimum rents
$ 342,612 
$ 327,580 
$ 327,033 
Percentage rents
20,358 
13,063 
10,710 
Expense recoveries
229,313 
225,079 
233,957 
Management, leasing, and development services
25,551 
16,109 
21,179 
Other
27,084 
44,596 
44,579 
Total Revenue
644,918 
626,427 
637,458 
Expenses:
 
 
 
Maintenance, taxes, utilities, and promotion
179,092 
177,703 
186,397 
Other operating
67,301 
57,354 
49,035 
Restructuring Charges
 
 
2,512 
Acquisition costs
5,295 
 
 
Management, leasing, and development services
11,955 
8,258 
7,862 
General and administrative
31,598 
30,234 
27,858 
Interest expense
122,277 
132,362 
131,558 
Depreciation and amortization
132,707 
145,271 
136,505 
Total Expenses
550,225 
551,182 
541,727 
Nonoperating income
1,252 
2,683 
567 
Impairment Loss on Marketable Securities
 
 
(1,666)
Income from continuing operations before income tax expense and equity in income of Unconsolidated Joint Ventures
95,945 
77,928 
94,632 
Income tax (expense) benefit
(610)
(734)
(1,657)
Equity in income of Unconsolidated Joint Ventures
46,064 
45,412 
11,488 
Income (Loss) from Continuing Operations
141,399 
122,606 
104,463 
Gains on extinguishment of debt
174,171 
 
 
Impairment of Real Estate
 
 
166,680 
Other Discontinued Operations
(28,172)
(20,279)
(16,944)
Income (Loss) from Discontinued Operations, Including Portion Attributable to Noncontrolling Interest
145,999 
(20,279)
(183,624)
Net income (loss)
287,398 
102,327 
(79,161)
Income (Loss) from Continuing Operations Attributable to Noncontrolling Interest
(50,218)
(45,053)
(40,416)
Income (Loss) from Discontinued Operations attributable to noncontrolling interests
44,309 
(6,594)
(66,065)
Net income (loss) attributable to Taubman Centers, Inc.
192,871 
63,868 
(53,512)
Distributions to participating securities of TRG
(1,536)
(1,635)
(1,560)
Preferred stock dividends
(14,634)
(14,634)
(14,634)
Net income attributable to Taubman Centers, Inc. common shareowners
176,701 
47,599 
(69,706)
Other Comprehensive Income (Loss), Net of Tax [Abstract]
 
 
 
Unrealized gain (loss) on interest rate instruments and other
(20,583)
18,240 
8,227 
Impairment loss on marketable securities
 
 
1,666 
Reclassification adjustment for amounts recognized in net income
1,215 
1,260 
1,262 
Comprehensive income (loss)
268,030 
121,827 
(68,006)
Comprehensive (income) loss attributable to noncontrolling interests
(74,856)
(48,490)
19,829 
Comprehensive income (loss) attributable to Taubman Centers, Inc.
$ 193,174 
$ 73,337 
$ (48,177)
Income (Loss) from Continuing Operations, Per Basic Share
$ 1.32 
$ 1.12 
$ 0.90 
Income (Loss) from Discontinued Operations, Per Basic Share
$ 1.79 
$ (0.25)
$ (2.21)
Earnings Per Share, Basic
$ 3.11 
$ 0.87 
$ (1.31)
Income (Loss) from Continuing Operations, Per Diluted Share
$ 1.29 
$ 1.11 
$ 0.89 
Income (Loss) from Discontinued Operations, Per Diluted Share
$ 1.74 
$ (0.25)
$ (2.19)
Earnings Per Share, Diluted
$ 3.03 
$ 0.86 
$ (1.30)
Weighted average number of common shares outstanding - basic
56,899,966 
54,569,618 
53,239,279 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $)
In Thousands, except Share data, unless otherwise specified
Total
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income [Member]
Accumulated Distributions in Excess of Net Income [Member]
Noncontrolling Interest [Member]
Balance at Dec. 31, 2008
$ (260,208)
$ 26 
$ 530 
$ 556,145 
$ (29,778)
$ (726,097)
$ (61,034)
Balance, shares (in shares) at Dec. 31, 2008
 
33,909,235 
53,018,987 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
Issuance of stock pursuant to Continuing Offer
 
 
(1)
 
 
 
Issuance of stock pursuant to Continuing Offer, shares (in shares)
 
(70,000)
84,762 
 
 
 
 
Share-based Compensation under employee and director benefit plans
 
 
1,217,837 
 
 
 
 
Adjustments of noncontrolling interest
(483)
 
 
(483)
 
 
483 
Dividend equivalents
(345)
 
 
 
 
(345)
 
Dividends and distributions
(170,522)
 
 
 
 
(104,712)
(65,810)
Net income (excludes net loss attributable to redeemable noncontrolling interests)
(79,161)
 
 
 
 
(53,512)
(25,649)
Unrealized gain (loss) on interest rate instruments and other
8,227 
 
 
 
3,372 
 
4,855 
Impairment loss on marketable securities
1,666 
 
 
 
(1,117)
 
(549)
Reclassification adjustment for amounts recognized in net income
1,262 
 
 
 
846 
 
416 
Share-based Compensation under employee and director benefit plans
24,334 
 
12 
24,322 
 
 
 
Balance at Dec. 31, 2009
(474,747)
26 
543 
579,983 
(24,443)
(884,666)
(146,190)
Balance, shares (in shares) at Dec. 31, 2009
 
33,839,235 
54,321,586 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
Issuance of stock pursuant to Continuing Offer
 
 
(1)
 
 
 
Issuance of stock pursuant to Continuing Offer, shares (in shares)
 
(126,109)
126,116 
 
 
 
 
Share-based Compensation under employee and director benefit plans
 
 
248,352 
 
 
 
 
Adjustments of noncontrolling interest
(988)
 
 
(988)
49 
 
939 
Dividend equivalents
(306)
 
 
 
 
(306)
 
Dividends and distributions
(185,654)
 
 
 
 
(118,186)
(67,468)
Net income (excludes net loss attributable to redeemable noncontrolling interests)
102,406 
 
 
 
 
63,868 
38,538 
Unrealized gain (loss) on interest rate instruments and other
18,240 
 
 
 
8,617 
 
9,623 
Reclassification adjustment for amounts recognized in net income
1,260 
 
 
 
852 
 
408 
Share-based Compensation under employee and director benefit plans
10,890 
 
10,887 
 
 
 
Balance at Dec. 31, 2010
(527,911)
26 
547 
589,881 
(14,925)
(939,290)
(164,150)
Balance, shares (in shares) at Dec. 31, 2010
 
33,713,126 
54,696,054 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
Issuance of common stock, net of offering costs
111,956 
 
20 
111,936 
 
 
 
Issuance of common stock, net of offering costs
 
 
2,012,500 
 
 
 
 
Issuance of stock pursuant to Continuing Offer
 
(1)
11 
(10)
 
 
 
Issuance of stock pursuant to Continuing Offer, shares (in shares)
 
(1,092,690)
1,092,766 
 
 
 
 
Issuance of equity for acquisition of properties, shares
 
1,321,522 
 
 
 
 
 
Issuance of equity for acquisition of properties, value
 
 
 
 
 
Redemption of Series F Preferred Equity
(27,000)
 
 
 
 
 
(27,000)
Share-based Compensation under employee and director benefit plans
 
 
221,155 
 
 
 
 
Adjustments of noncontrolling interest
309 
 
 
(40,561)
449 
 
40,421 
Contributions from Noncontrolling Interests
31,417 
 
 
 
 
 
31,417 
Dividend equivalents
(113)
 
 
 
 
(113)
 
Dividends and distributions
(210,555)
 
 
 
 
(116,508)
(94,047)
Net income (excludes net loss attributable to redeemable noncontrolling interests)
288,137 
 
 
 
 
192,871 
95,266 
Unrealized gain (loss) on interest rate instruments and other
(20,583)
 
 
 
(13,980)
 
(6,603)
Reclassification adjustment for amounts recognized in net income
1,215 
 
 
 
843 
 
372 
Share-based Compensation under employee and director benefit plans
12,679 
 
12,677 
 
 
 
Balance at Dec. 31, 2011
$ (340,448)
$ 26 
$ 580 
$ 673,923 
$ (27,613)
$ (863,040)
$ (124,324)
Balance, shares (in shares) at Dec. 31, 2011
 
33,941,958 
58,022,475 
 
 
 
 
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Cash Flows From Operating Activities:
 
 
 
Net income (loss)
$ 287,398 
$ 102,327 
$ (79,161)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization - continuing operations
132,707 
145,271 
136,505 
Depreciation and Amortization - Discontinued Operations
10,309 
8,605 
10,811 
Impairment loss on marketable securities
 
 
1,666 
Impairments
 
 
166,680 
Provision for bad debts
2,032 
3,363 
2,081 
Gain on sales of land and land-related rights
(519)
(2,218)
 
Gains on Extinguishment of Debt of Discontinued Operations
174,171 
 
 
Other
13,142 
11,216 
11,281 
Increase (decrease) in cash attributable to changes in assets and liabilities:
 
 
 
Receivables, restricted cash, deferred charges, and other assets
(21,211)
(21,805)
5,087 
Accounts payable and other liabilities
20,479 
17,849 
(19,304)
Net Cash Provided By Operating Activities
270,166 
264,608 
235,646 
Cash Flows From Investing Activities:
 
 
 
Additions to properties
(69,443)
(72,152)
(54,592)
Funding of development project
(20,882)
 
 
Refund of Mall at Studio City escrow
 
 
54,334 
Proceeds from sales of land
3,728 
3,060 
 
Additions to restricted cash
(289,389)
 
 
Investment in TCBL
11,523 
 
 
Issuances of notes receivable
 
(2,948)
(7,160)
Repayments of notes receivable
1,544 
1,623 
4,500 
Contributions to Unconsolidated Joint Ventures
(875)
(7,261)
(28,718)
Distributions from Unconsolidated Joint Ventures in excess of income
17,639 
32,836 
36,903 
Other
861 
 
985 
Net Cash Provided By (Used In) Investing Activities
(368,340)
(44,842)
6,252 
Cash Flows From Financing Activities:
 
 
 
Debt proceeds
536,648 
213,500 
978 
Debt payments
(334,017)
(243,885)
(106,026)
Debt issuance costs
(8,830)
(2,943)
 
Issuance of Common Stock, net of offering costs
111,956 
 
 
Issuance of common stock and/or partnership units in connection with incentive plans
2,593 
2,532 
14,737 
Distributions to noncontrolling interests
(94,113)
(67,468)
(65,810)
Distributions to participating securities of TRG
(1,536)
(1,635)
(1,560)
Contributions from noncontrolling interests
32,211 
 
 
Redemption of Series F Preferred Equity
(27,000)
 
 
Cash dividends to preferred shareowners
(14,634)
(14,634)
(14,634)
Cash dividends to common shareowners
(100,286)
(101,890)
(110,492)
Other
(76)
(228)
(2,103)
Net Cash Provided By (Used In) Financing Activities
102,916 
(216,651)
(284,910)
Net Increase (Decrease) In Cash and Cash Equivalents
4,742 
3,115 
(43,012)
Cash and Cash Equivalents at Beginning of Period
19,291 
16,176 
59,188 
Cash and Cash Equivalents at End of Period
$ 24,033 
$ 19,291 
$ 16,176 
Cash Flow Disclosures and Non-Cash Investing and Financing Activities (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Assumption of debt in connection with acquisitions of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village
$ 215,439 
 
 
Transfer of The Pier Shops and Regency Square in settlement of mortgage debt obligations, net
63,941 
 
 
Issuance of installment notes in connection with acquisitions of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village
281,467 
 
 
Conversion of loan receivable and accrued interest to equity, Taubman TCBL
10,450 
 
 
Other non-cash additions to properties
29,803 
28,678 
14,138 
Davis Street Unitholders [Member]
 
 
 
Temporary Equity, Stock Issued During Period, Value, New Issues
72,683 
 
 
Taubman TCBL [Member]
 
 
 
Temporary Equity, Stock Issued During Period, Value, New Issues
$ 11,882 
 
 
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

Organization and Basis of Presentation

General

Taubman Centers, Inc. (the Company or TCO) is a Michigan corporation that operates as a self-administered and self-managed real estate investment trust (REIT). The Taubman Realty Group Limited Partnership (the Operating Partnership or TRG) is a majority-owned partnership subsidiary of TCO that owns direct or indirect interests in all of the company’s real estate properties. In this report, the term “Company" refers to TCO, the Operating Partnership, and/or the Operating Partnership's subsidiaries as the context may require. The Company engages in the ownership, management, leasing, acquisition, disposition, development, and expansion of regional and super-regional retail shopping centers and interests therein. The Company’s owned portfolio as of December 31, 2011 included 23 urban and suburban shopping centers in 11 states.

Taubman Properties Asia LLC and its subsidiaries (Taubman Asia), which is the platform for the Company’s expansion into China and South Korea, is headquartered in Hong Kong.

Dollar amounts presented in tables within the notes to the financial statements are stated in thousands, except share data or as otherwise noted. Certain reclassifications have been made to prior year amounts to conform with current year classifications. Expenses for promotion and advertising of shopping centers that were previously classified in Other Operating are now included in Maintenance, Taxes, Utilities, and Promotion Expense. Restricted Cash, which was previously classified in Deferred Charges and Other Assets, is now shown separately in the Consolidated Balance Sheet. Amounts for 2009 and 2010 have been reclassified to conform to the 2011 classification. Income statement amounts for properties disposed of have been reclassified to discontinued operations for all periods presented. In addition, certain income statement related disclosures in the accompanying footnotes exclude amounts that have been reclassified to discontinued operations.

Consolidation

The consolidated financial statements of the Company include all accounts of the Company, the Operating Partnership, and its consolidated subsidiaries, including The Taubman Company LLC (the Manager) and Taubman Asia. All intercompany transactions have been eliminated. The entities included in these consolidated financial statements are separate legal entities and maintain records and books of account separate from any other entity. However, inclusion of these separate entities in the consolidated financial statements does not mean that the assets and credit of each of these legal entities are available to satisfy the debts or other obligations of any other such legal entity included in the consolidated financial statements.

Investments in entities not controlled but over which the Company may exercise significant influence (Unconsolidated Joint Ventures or UJVs) are accounted for under the equity method. The Company has evaluated its investments in the Unconsolidated Joint Ventures under guidance for determining whether an entity is a variable interest entity and has concluded that the ventures are not variable interest entities. Accordingly, the Company accounts for its interests in these entities under general accounting standards for investments in real estate ventures (including guidance for determining effective control of a limited partnership or similar entity). The Company’s partners or other owners in these Unconsolidated Joint Ventures have substantive participating rights including approval rights over annual operating budgets, capital spending, financing, admission of new partners/members, or sale of the properties and the Company has concluded that the equity method of accounting is appropriate for these interests. Specifically, the Company’s 79% investment in Westfarms is through a general partnership in which the other general partners have approval rights over annual operating budgets, capital spending, refinancing, or sale of the property.

The Operating Partnership

At December 31, 2011, the Operating Partnership’s equity included two classes of preferred equity (Series G and H) and the net equity of the partnership unitholders (Note 14). Net income and distributions of the Operating Partnership are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in the Operating Partnership in accordance with their percentage ownership. The Series G and Series H Preferred Equity are owned by the Company and are eliminated in consolidation.

At December 31, 2010 and 2009, the Operating Partnership’s equity included a third class of preferred equity (Series F). In October 2011, the Series F Preferred Equity was redeemed. The Series F Preferred Equity was owned by an institutional investor and accounted for as a noncontrolling interest of the Company (Note 9). See Note 14 for information related to the redemption.

The partnership equity of the Operating Partnership and the Company's ownership therein are shown below:
Year
 
TRG units outstanding at December 31
 
TRG units owned by TCO at December 31(1)
 
TRG units owned by noncontrolling interests at December 31
 
TCO's % interest in TRG at December 31
 
TCO's average interest in TRG
2011
 
84,502,883

 
58,022,475

 
26,480,408

 
69%
 
69%
2010
 
80,947,630

 
54,696,054

 
26,251,576

 
68
 
67
2009
 
80,699,271

 
54,321,586

 
26,377,685

 
67
 
67

(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.

Outstanding voting securities of the Company at December 31, 2011 consisted of 26,461,958 shares of Series B Preferred Stock (Note 14) and 58,022,475 shares of Common Stock.

Revenue Recognition

Shopping center space is generally leased to tenants under short and intermediate term leases that are accounted for as operating leases. Minimum rents are recognized on the straight-line method. Percentage rent is accrued when lessees' specified sales targets have been met. For traditional net leases, where tenants reimburse the landlord for an allocation of reimbursable costs incurred, the Company recognizes revenue in the period the applicable costs are chargeable to tenants. For tenants paying a fixed common area maintenance charge (which typically includes fixed increases over the lease term), the Company recognizes revenue on a straight-line basis over the lease terms. Management, leasing, and development revenue is recognized as services are rendered, when fees due are determinable, and collectibility is reasonably assured. Fees for management, leasing, and development services are established under contracts and are generally based on negotiated rates, percentages of cash receipts, and/or actual costs incurred. Fixed-fee development services contracts are generally accounted for under the percentage-of-completion method, using cost to cost measurements of progress. Profits on real estate sales are recognized whenever (1) a sale is consummated, (2) the buyer has demonstrated an adequate commitment to pay for the property, (3) the Company’s receivable is not subject to future subordination, and (4) the Company has transferred to the buyer the risks and rewards of ownership. Other revenues, including fees paid by tenants to terminate their leases, are recognized when fees due are determinable, no further actions or services are required to be performed by the Company, and collectibility is reasonably assured. Taxes assessed by government authorities on revenue-producing transactions, such as sales, use, and value-added taxes, are primarily accounted for on a net basis on the Company’s income statement.

Allowance for Doubtful Accounts and Notes

The Company records a provision for losses on accounts receivable to reduce them to the amount estimated to be collectible. The Company records a provision for losses on notes receivable to reduce them to the present value of expected future cash flows discounted at the loans’ effective interest rates or the fair value of the collateral if the loans are collateral dependent.

Depreciation and Amortization

Buildings, improvements and equipment are primarily depreciated on straight-line bases over the estimated useful lives of the assets, which generally range from 3 to 50 years. Capital expenditures that are recoverable from tenants are depreciated over the estimated recovery period. Intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Tenant allowances are depreciated on a straight-line basis over the shorter of the useful life of the leasehold improvements or the lease term. Deferred leasing costs are amortized on a straight-line basis over the lives of the related leases. In the event of early termination of such leases, the unrecoverable net book values of the assets are recognized as depreciation and amortization expense in the period of termination.

Capitalization

Direct and indirect costs that are clearly related to the acquisition, development, construction and improvement of properties are capitalized. Compensation costs are allocated based on actual time spent on a project. Costs incurred on real estate for ground leases, property taxes, insurance, and interest costs for qualifying assets are capitalized during periods in which activities necessary to get the property ready for its intended use are in progress.

The viability of all projects under construction or development, including those owned by Unconsolidated Joint Ventures, are regularly evaluated on an individual basis under the accounting for abandonment of assets or changes in use. To the extent a project, or individual components of the project, are no longer considered to have value, the related capitalized costs are charged against operations. Additionally, all properties are reviewed for impairment on an individual basis whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment of a shopping center owned by consolidated entities is recognized when the sum of expected cash flows (undiscounted and without interest charges) is less than the carrying value of the property. Other than temporary impairment of an investment in an Unconsolidated Joint Venture is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value, including the results of discounted cash flow and other valuation techniques. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is charged to income.

In leasing a shopping center space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership, for accounting purposes, of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, the Company capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Factors considered during this evaluation usually include (1) who holds legal title to the improvements, (2) evidentiary requirements concerning the spending of the tenant allowance, and (3) other controlling rights provided by the lease agreement (e.g. unilateral control of the tenant space during the build-out process). Determination of the accounting for a tenant allowance is made on a case-by-case basis, considering the facts and circumstances of the individual tenant lease. Substantially all of the Company’s tenant allowances have been determined to be leasehold improvements.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity of 90 days or less at the date of purchase. Included in cash equivalents is $12.6 million and $9.0 million at December 31, 2011 and 2010, respectively, invested in a single investment company's money market fund, which are not insured or guaranteed by the FDIC or any other government agency.

The Company is required to escrow cash balances for specific uses stipulated by its lenders. As of December 31, 2011 and December 31, 2010, the Company’s restricted cash balances were $295.3 million and $7.6 million, respectively. In 2011 cash was drawn from the Company's line of credit primarily to collateralize the repayment of the $281.5 million installment notes that were issued for the acquisition of The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village (Note 2) and is classified within Restricted Cash on the Consolidated Balance Sheet.

Acquisitions

The Company recognizes the assets acquired, the liabilities assumed, and any noncontrolling interests in the acquiree at their fair values as of the acquisition date. The cost of acquiring a controlling ownership interest or an additional ownership interest (if not already consolidated) is allocated to the tangible assets acquired (such as land and building) and to any identifiable intangible assets based on their estimated fair values at the date of acquisition. The fair value of a property is determined on an “as-if-vacant” basis. Management considers various factors in estimating the "as-if-vacant" value including an estimated lease up period, lost rents and carrying costs. The identifiable intangible assets would include the estimated value of “in-place” leases, above and below market “in-place” leases, and tenant relationships. The portion of the purchase price that management determines should be allocated to identifiable intangible assets is amortized in depreciation and amortization or as an adjustment to rental revenue, as appropriate, over the estimated life of the associated intangible asset (for instance, the remaining life of the associated tenant lease). The Company records goodwill when the cost of an acquired entity exceeds the net of the amounts assigned to assets acquired and liabilities assumed. Acquisition-related costs, including due diligence costs, professional fees, and other costs to effect an acquisition, are expensed as incurred.

Deferred Charges and Other Assets

Direct financing costs are deferred and amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related agreements as a component of interest expense. Direct costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. Cash expenditures for leasing costs are recognized in the Statement of Cash Flows as operating activities. All other deferred charges are amortized on a straight-line basis over the terms of the agreements to which they relate. Goodwill is reviewed for impairment annually, or more frequently if events or circumstances indicate that the asset may be impaired. If relevant qualitative factors indicate that goodwill may be impaired, the Company evaluates whether the fair value of goodwill is less than its carrying amount. If the book value of goodwill exceeds its estimated fair value, an impairment test is performed to measure the amount of impairment loss, if any, to be recorded.

Share-Based Compensation Plans

The cost of share-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized over the requisite employee service period which is generally the vesting period of the grant. The Company recognizes compensation costs for awards with graded vesting schedules on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards.

Interest Rate Hedging Agreements

All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If a derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income (OCI) and are recognized in the income statement when the hedged item affects income. Ineffective portions of changes in the fair value of a cash flow hedge are recognized in the Company’s income as interest expense.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items.

Income Taxes

The Company operates in such a manner as to qualify as a REIT under the applicable provisions of the Internal Revenue Code; therefore, REIT taxable income is included in the taxable income of its shareowners, to the extent distributed by the Company. To qualify as a REIT, the Company must distribute at least 90% of its REIT taxable income prior to net capital gains to its shareowners and meet certain other requirements. Additionally, no provision for federal income taxes for consolidated partnerships has been made, as such taxes are the responsibility of the individual partners. There are certain state income taxes incurred which are provided for in the Company’s financial statements.

The Company has made Taxable REIT Subsidiary (TRS) elections for all of its corporate subsidiaries pursuant to section 856(I) of the Internal Revenue Code. The TRSs are subject to corporate level income taxes, including certain foreign income taxes for foreign operations, which are provided for in the Company’s financial statements.

Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence, including expected taxable earnings. The Company’s temporary differences primarily relate to deferred compensation, depreciation and net operating loss carryforwards.

Noncontrolling Interests

Noncontrolling interests in the Company are comprised of the ownership interests of (1) noncontrolling interests in the Operating Partnership and (2) the noncontrolling interests in joint ventures controlled by the Company through ownership or contractual arrangements. Consolidated net income and comprehensive income includes amounts attributable to the Company and the noncontrolling interests. Transactions that change the Company's ownership interest in a subsidiary are accounted for as equity transactions if the Company retains its controlling financial interest in the subsidiary. A gain or loss is recognized upon the deconsolidation of a subsidiary.
The Company evaluates whether noncontrolling interests are subject to any redemption features outside of the Company's control that would result in presentation outside of permanent equity pursuant to general accounting standards regarding the classification and measurement of redeemable equity instruments. Certain noncontrolling interests in the Operating Partnership and consolidated ventures of the Company qualify as redeemable noncontrolling interests (Note 9). To the extent such noncontrolling interests are currently redeemable or it is probable that they will eventually become redeemable, these interests are adjusted to the greater of their redemption value or their carrying value at each balance sheet date.

Discontinued Operations

The Company reclassifies to discontinued operations any material operations and gains or losses on disposal related to consolidated properties disposed of during the period. In 2011, the Company disposed of two centers and reported gains on the extinguishment of debt in the Statement of Operations and Comprehensive Income (Note 2).

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Segments and Related Disclosures

The Company has one reportable operating segment: it owns, develops, and manages regional shopping centers. The Company has aggregated its shopping centers into this one reportable segment, as the shopping centers share similar economic characteristics and other similarities. The shopping centers are located in major metropolitan areas, have similar tenants (most of which are national chains), are operated using consistent business strategies, and are expected to exhibit similar long-term financial performance. Earnings before interest, income taxes, depreciation, and amortization (EBITDA) is often used by the Company's chief operating decision makers in assessing segment operating performance. EBITDA is believed to be a useful indicator of operating performance as it is customary in the real estate and shopping center business to evaluate the performance of properties on a basis unaffected by capital structure.

No single retail company represents 10% or more of the Company's revenues. Although the Company does business in China, South Korea and Hong Kong, there are not yet any material revenues from customers or long-lived assets attributable to a country other than the United States of America
Acquisitions, Dispositions and Development
Acquisitions Dispositions and Development [Text Block]
Acquisitions and Dispositions

Acquisitions

The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village

In December 2011, the Company acquired The Mall at Green Hills in Nashville, Tennessee, and The Gardens on El Paseo and El Paseo Village in Palm Desert, California from affiliates of Davis Street Properties, LLC. The consideration for the properties was $560 million, excluding transaction costs. The consideration consists of the assumption of approximately $206 million of debt, approximately $281.5 million in installment notes, and the issuance of 1.3 million Operating Partnership units. The assumed debt consists of three loans (see Note 8 for balances, stated interest rates, and maturity dates). The 1.3 million Operating Partnership units issued were determined based on a value of $55 per unit, which approximates the fair value due to restrictions on sale of these Operating Partnership units. See Note 9 for features of the Operating Partnership units. The installment notes bore interest at 3.125% and were paid in full in February 2012 (Note 8). As of December 31, 2011, the installment notes were secured by restricted cash funded by borrowings under the Company's line of credit, which was classified within Restricted Cash on the Consolidated Balance Sheet. All recipients of the Operating Partnership units acquired an equal number of shares of Series B Preferred Stock (Note 14).
 
The following table summarizes the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed at the dates of acquisition.
 
 
Allocation of purchase price
 
Properties:
 
 
 
Land
$
74,200

 
 
Buildings, improvements, and equipment
468,936

 
 
Total additions to properties
$
543,136

 
Deferred charges and other assets:
 
 
 
In-place leases
29,831

 
 
Total assets acquired
$
572,967

 
 
 
 
 
Accounts payable and accrued liabilities:
 
 
 
Below market rents
$
(3,377
)
 
Mortgage notes payable:
 
 
 
Premium for above market interest rates
(9,590
)
 
 
Total liabilities acquired
$
(12,967
)
 
 
Net assets acquired
$
560,000

 


Revenue and net income of the acquired centers were immaterial for the partial period owned in December.

Unaudited Proforma Information

If the acquisitions had occurred on January 1, 2010, the Company's consolidated revenues and net income for the year ended December 31, 2011 would have been $678.4 million and $275.8 million, respectively, and the Company's consolidated revenues and net income for the year ended December 31, 2010 would have been $657.6 million and $87.9 million, respectively.

TCBL

In December 2011, Taubman Asia acquired a 90% controlling interest in a Beijing-based retail real estate consultancy company with more than 200 staff across seven offices in Mainland China. The new company is named Taubman TCBL and the total consideration for the transaction was $23.7 million. Taubman Asia paid approximately $11.5 million in cash and credited the noncontrolling owners with approximately $11.9 million of capital in the newly formed company. The $11.5 million in cash includes approximately $10.2 million that was lent in August 2011 by Taubman Asia to the noncontrolling partners. Upon closing, the loan and $0.3 million of accrued interest were converted to capital and the remaining balance was paid in cash. Substantially all of the purchase price was allocated to goodwill in Taubman TCBL. Revenues and net income of the acquired business were immaterial for the period owned in December 2011. The acquisition would not have had a material impact on the Company's 2011 and 2010 results had the acquisition occurred on January 1, 2010.

Purchase Price Allocations

For the preceding acquisitions, the Company has not yet finalized its allocations of the purchase prices to the tangible and identifiable intangible assets and liabilities acquired. The Company is awaiting certain valuation information for assets and liabilities acquired to complete its allocations. A final determination of the required purchase price allocations will be made during 2012.

Acquisition costs

During the year ended December 31, 2011, the Operating Partnership incurred expenses for the acquisition of The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village, and Taubman TCBL as discussed above. No acquisition costs were incurred during 2010 and 2009.

Dispositions

In November 2011, the mortgage lender for The Pier Shops at Caesars (The Pier Shops) completed the foreclosure on the property and title to the property was transferred to the mortgage lender. The Company has been relieved of $135 million of debt obligations plus accrued default interest associated with the property. As a result, a $126.7 million non-cash accounting gain was recognized on extinguishment of the debt obligation, representing the difference between the book value of the debt, interest payable and other obligations extinguished over the net book value of the property and other assets transferred as of the transfer date. In 2009, the Company concluded that the carrying value of the investment in the consolidated joint venture that owns The Pier Shops was impaired and recognized a non-cash charge of $107.7 million, representing the excess of The Pier Shops’ book value of the investment over its fair value of approximately $52 million. The Operating Partnership’s share of the charge was $101.8 million. The Company’s conclusion was based on a decision by its Board of Directors, in connection with a review of the Company’s capital plan, to discontinue the Company’s financial support of The Pier Shops.

In December 2011, the mortgage lender for Regency Square accepted a deed in lieu of foreclosure on the property and title to the property was transferred to the mortgage lender. The Company has been relieved of $72.2 million of debt obligations plus accrued default interest associated with the property. As a result, a $47.4 million non-cash accounting gain was recognized on extinguishment of the debt obligation, representing the difference between the book value of the debt, interest payable and other obligations extinguished over the net book value of the property and other assets transferred as of the transfer date. In 2009, the Company concluded that the carrying value of the investment in Regency Square was impaired and recognized a non-cash charge of $59 million, representing the excess book value of the investment over its fair value of approximately $29 million. The Company’s conclusion was based on estimates of future cash flows for the property, which were negatively impacted by necessary capital expenditures and declining net operating income. In September 2010, the Board of Directors concluded that it was in the best interest of the Company to discontinue its financial support of Regency Square.

Discontinued operations for all periods reported in the accompanying Statement of Operations and Comprehensive Income consist of the financial results of The Pier Shops and Regency Square. Total revenues from discontinued operations were $21.5 million, $28.1 million, and $28.7 million for the years ended December 31, 2011, 2010 and 2009. The net loss from discontinued operations, excluding the gains on extinguishment of debt in 2011, during the years ended December 31, 2011, 2010 and 2009 was $28.2 million, $20.3 million, and $183.6 million, respectively. Included in the net loss for the year ended December 31, 2009 are non-cash impairment charges of $166.7 million.
Income Taxes
Income Taxes
Income Taxes

Income Tax Expense

The Company’s income tax expense for the years ended December 31, 2011, 2010 and 2009 is as follows:

 
2011
 
2010
 
2009
State current
$
551

 
$
907

 
$
1,017

State deferred
(366
)
 
(183
)
 
385

Federal current
217

 
45

 


Federal deferred
158

 


 


Foreign current
50

 
(35
)
 
255

Total income tax expense
$
610

 
$
734

 
$
1,657



Net Operating Loss Carryforwards

As of December 31, 2011, the Company has a total federal net operating loss carryforward of $5.9 million, expiring as follows:

Tax Year
 
Expiration
 
Amount
2007
 
2027
 
$
273

2008
 
2028
 
5,326

2009
 
2029
 
286



The Company also has a foreign net operating loss carryforward of $5.3 million, $4.4 million of which has an indefinite carryforward period and $0.9 million of which expires in 2020.

Deferred Taxes

Deferred tax assets and liabilities as of December 31, 2011 and 2010 are as follows:

 
2011
 
2010
Deferred tax assets:
 
 
 
Federal
$
3,655

 
$
8,589

Foreign
1,196

 
2,361

State
232

 
6,786

Total deferred tax assets
$
5,083

 
$
17,736

Valuation allowances
(1,373
)
 
(10,199
)
Net deferred tax assets
$
3,710

 
$
7,537

Deferred tax liabilities:
 

 
 

Federal
$
623

 
$
607

State
121

 
4,171

Total deferred tax liabilities
$
744

 
$
4,778



The Company believes that it is more likely than not the results of future operations will generate sufficient taxable income to realize the net deferred tax assets. These future operations are primarily dependent upon the Manager's profitability, the timing and amounts of gains on land sales, the profitability of the Company’s Asia operations and other factors affecting the results of operations of the Taxable REIT Subsidiaries. The valuation allowances relate to net operating loss carryforwards and tax basis differences where there is uncertainty regarding their realizability.

Tax Status of Dividends

Dividends declared on the Company’s common and preferred stock and their tax status are presented in the following tables. The tax status of the Company’s dividends in 2011, 2010, and 2009 may not be indicative of future periods. The portion of dividends paid in 2010 shown below as capital gains are designated as capital gain dividends for tax purposes.

Year
 
Dividends per common share declared
 
Return of capital
 
Ordinary income
 
15% Rate long term capital gain
 
Unrecaptured Sec. 1250 capital gain
2011
 
$
1.7625

 
$
0.4455

 
$
1.3170

 
$
0.0000

 
$
0.0000

2010
 
1.8659

(1) 
0.0780

 
1.2732

 
0.5147

 
0.0000

2009
 
1.6600

 
0.6467

 
1.0133

 
0.0000

 
0.0000


(1) Includes a special dividend of $0.1834 per share, which was declared as a result of the taxation of capital gain incurred
from the restructuring of the Company’s ownership in International Plaza, including the liquidation of the Operating
Partnership’s private REIT.

Year
 
Dividends per Series G Preferred share declared
 
Ordinary income
 
15% Rate long term capital gain
 
Unrecaptured Sec. 1250 capital gain
2011
 
$
2.000

 
$
2.0000

 
$
0.0000

 
$
0.0000

2010
 
2.000

 
1.4483

 
0.5517

 
0.0000

2009
 
2.000

 
2.0000

 
0.0000

 
0.0000


Year
 
Dividends per Series H Preferred share declared
 
Ordinary income
 
15% Rate long term capital gain
 
Unrecaptured Sec. 1250 capital gain
2011
 
$
1.90625

 
$
1.90625

 
$
0.0000

 
$
0.0000

2010
 
1.90625

 
1.38045

 
0.5258

 
0.0000

2009
 
1.90625

 
1.90625

 
0.0000

 
0.0000



Michigan State Taxes

In May 2011, the State of Michigan replaced the Michigan Business Tax with a Corporate Income Tax that became effective on January 1, 2012. Due to the repeal of the Michigan Business Tax, the Company wrote off net deferred tax assets and deferred tax liabilities of approximately $3.7 million and $4.1 million, respectively, in 2011. Under the new law, the Company does not expect to pay any Corporate Income Tax based on estimates of taxable income of the Company's unitary filing group for Michigan tax purposes.

Uncertain Tax Positions

The Company had no unrecognized tax benefits as of or during the three year period ended December 31, 2011. The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2011. The Company has no material interest or penalties relating to income taxes recognized in the Consolidated Statement of Operations and Comprehensive Income for the years ended December 31, 2011, 2010 and 2009 or in the Consolidated Balance Sheet as of December 31, 2011 and 2010. As of December 31, 2011, returns for the calendar years 2008 through 2011 remain subject to examination by U.S. and various state and foreign tax jurisdictions.
Properties
Real Estate Disclosure [Text Block]
Properties

Properties at December 31, 2011 and December 31, 2010 are summarized as follows:

 
2011
 
2010
Land
$
333,375

 
$
271,662

Buildings, improvements, and equipment
3,625,400

 
3,194,309

Construction in process
15,479

 
15,626

Development pre-construction costs
46,700

 
46,700

 
$
4,020,954

 
$
3,528,297

Accumulated depreciation and amortization
(1,271,943
)
 
(1,199,247
)
 
$
2,749,011

 
$
2,329,050



Depreciation expense for 2011, 2010, and 2009 was $127.2 million, $144.9 million, and $139.7 million, respectively.

The charge to operations in 2011, 2010, and 2009 for domestic and non-U.S. pre-development activities was $23.7 million, $16.0 million, and $12.3 million, respectively.

See Note 2 for properties acquired in 2011.

The Pier Shops at Caesars and Regency Square

See Note 2 for information related to the transfers of these shopping centers to their mortgage lenders in 2011 and Note 17 regarding impairment charges taken on these centers in 2009.

Oyster Bay

The Company is expensing costs relating to the Oyster Bay project until it is probable that it will be able to successfully move forward with a project. The Company’s capitalized investment in the project as of December 31, 2011 is $39.8 million, which is classified in “development pre-construction costs” and consists of land and site improvements. If the Company is ultimately unsuccessful in obtaining the right to build the center, it is uncertain whether the Company would be able to recover the full amount of this capitalized investment through alternate uses of the land.

Other

One shopping center pays annual special assessment levies of a Community Development District (CDD), for which the Company has capitalized the related infrastructure assets and improvements (Note 17).
Investments in Unconsolidated Joint Ventures
Investments in Unconsolidated Joint Ventures
Investments in Unconsolidated Joint Ventures

General Information

The Company owns beneficial interests in joint ventures that own shopping centers. The Operating Partnership is the direct or indirect managing general partner or managing member of these Unconsolidated Joint Ventures, except for the ventures that own Arizona Mills, The Mall at Millenia, and Waterside Shops.

Shopping Center
Ownership as of
December 31, 2011 and 2010
Arizona Mills
50%
Fair Oaks
50
The Mall at Millenia
50
Stamford Town Center
50
Sunvalley
50
Waterside Shops
25
Westfarms
79


The Company's carrying value of its Investment in Unconsolidated Joint Ventures differs from its share of the partnership or members’ equity reported in the combined balance sheet of the Unconsolidated Joint Ventures due to (i) the Company's cost of its investment in excess of the historical net book values of the Unconsolidated Joint Ventures and (ii) the Operating Partnership’s adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the Unconsolidated Joint Ventures. The Company's additional basis allocated to depreciable assets is recognized on a straight-line basis over 40 years. The Operating Partnership’s differences in bases are amortized over the useful lives of the related assets.

In its Consolidated Balance Sheet, the Company separately reports its investment in Unconsolidated Joint Ventures for which accumulated distributions have exceeded investments in and net income of the Unconsolidated Joint Ventures. The net equity of certain joint ventures is less than zero because distributions are usually greater than net income, as net income includes non-cash charges for depreciation and amortization. In addition, distributions related to refinancing of the centers will further decrease the net equity of the centers.

Westfarms

In 2009, West Farms Associates and West Farms Mall, LLC (together, “Westfarms”) and The Taubman Company LLC (together with Westfarms, the “WFM Parties”) entered into a settlement agreement (the “Settlement Agreement”) with three developers of a project called Blue Back Square in West Hartford, Connecticut. Pursuant to the Settlement Agreement, the lawsuit was withdrawn with prejudice upon payment by Westfarms of $34 million to the developers. The Company has a 79% investment in Westfarms Associates, an unconsolidated joint venture that owns Westfarms mall, and the Company’s share of the settlement was $26.8 million. In January 2010, the WFM Parties executed a settlement agreement with the Town of West Hartford, which provided for a full and general release for the benefit of the WFM Parties upon payment by Westfarms of $4.5 million, or $3.6 million at the Company’s share, which was recorded in 2009.

The Mall at Studio City

In 2008, Taubman Asia entered into agreements to own a noncontrolling 25% interest in, and provide services to, The Mall at Studio City, the retail component of a major mixed-use project in Macao, China. In 2009, the Company’s Macao agreements were terminated and an initial $54 million cash payment was returned because the financing for the project was not completed.

Combined Financial Information

Combined balance sheet and results of operations information is presented in the following table for the Unconsolidated Joint Ventures, followed by the Operating Partnership's beneficial interest in the combined operations information. Beneficial interest is calculated based on the Operating Partnership's ownership interest in each of the Unconsolidated Joint Ventures.
 
December 31 2011
 
December 31
2010
Assets:
 
 
 
Properties
$
1,107,314

 
$
1,092,916

Accumulated depreciation and amortization
(446,059
)
 
(417,712
)
 
$
661,255

 
$
675,204

Cash and cash equivalents
22,042

 
21,339

Accounts and notes receivable, less allowance for doubtful accounts of $1,422 and $1,471 in 2011 and 2010
24,628

 
26,288

Deferred charges and other assets
21,289

 
18,891

 
$
729,214

 
$
741,722

 
 
 
 
Liabilities and accumulated deficiency in assets:
 

 
 

Notes payable
$
1,138,808

 
$
1,125,618

Accounts payable and other liabilities
55,737

 
37,292

TRG's accumulated deficiency in assets
(244,758
)
 
(224,636
)
Unconsolidated Joint Venture Partners' accumulated deficiency in assets
(220,573
)
 
(196,552
)
 
$
729,214

 
$
741,722

 
 
 
 
TRG's accumulated deficiency in assets (above)
$
(244,758
)
 
$
(224,636
)
TRG basis adjustments, including elimination of intercompany profit
67,282

 
68,682

TCO's additional basis
60,801

 
62,747

Net Investment in Unconsolidated Joint Ventures
$
(116,675
)
 
$
(93,207
)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
192,257

 
170,329

Investment in Unconsolidated Joint Ventures
$
75,582

 
$
77,122


 
Year Ended December 31
 
2011
 
2010
 
2009
Revenues
$
266,455

 
$
270,391

 
$
272,535

Maintenance, taxes, utilities, promotion, and other operating expenses
$
84,922

 
$
90,680

 
$
95,775

Litigation charges

 

 
38,500

Interest expense
61,034

 
63,835

 
64,405

Depreciation and amortization
38,389

 
37,234

 
38,396

Total operating costs
$
184,345

 
$
191,749

 
$
237,076

Nonoperating income
162

 
2

 
87

Net income
$
82,272

 
$
78,644

 
$
35,546

 
 
 
 
 
 
Net income attributable to TRG
$
46,208

 
$
45,092

 
$
10,748

Realized intercompany profit, net of depreciation on TRG’s basis adjustments
1,802

 
2,266

 
2,686

Depreciation of TCO's additional basis
(1,946
)
 
(1,946
)
 
(1,946
)
Equity in income of Unconsolidated Joint Ventures
$
46,064

 
$
45,412

 
$
11,488

 
 
 
 
 
 
Beneficial interest in Unconsolidated Joint Ventures’ operations:
 

 
 

 
 

Revenues less maintenance, taxes, utilities, promotion, and other operating expenses
$
100,773

 
$
100,682

 
$
67,815

Interest expense
(31,607
)
 
(33,076
)
 
(33,427
)
Depreciation and amortization
(23,102
)
 
(22,194
)
 
(22,900
)
Equity in income of Unconsolidated Joint Ventures
$
46,064

 
$
45,412

 
$
11,488



Other

The provision for losses on accounts receivable of the Unconsolidated Joint Ventures was $0.7 million, $0.5 million, and $0.9 million for the years ended December 31, 2011, 2010, and 2009, respectively.

Deferred charges and other assets of $21.3 million at December 31, 2011were comprised of leasing costs of $31.3 million, before accumulated amortization of $(19.6) million, net deferred financing costs of $4.8 million, and other net charges of $4.8 million. Deferred charges and other assets of $18.9 million at December 31, 2010 were comprised of leasing costs of $30.9 million, before accumulated amortization of $(18.9) million, net deferred financing costs of $2.8 million, and other net charges of $4.1 million.

The estimated fair value of the Unconsolidated Joint Ventures’ notes payable was $1.2 billion at December 31, 2011 and 2010. The methodology for determining fair value is consistent with the methodology used for determining the fair value of consolidated mortgage notes payable (Note 17).

Depreciation expense on properties for 2011, 2010, and 2009 was $30.3 million, $32.3 million, and $33.8 million, respectively.
Accounts and Notes Receivable
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]
Accounts and Notes Receivable

Accounts and notes receivable at December 31, 2011 and December 31, 2010 are summarized as follows:

 
2011
 
2010
Trade
$
31,462

 
$
24,515

Notes
6,968

 
10,517

Straight-line rent and recoveries
24,863

 
22,840

 
$
63,293

 
$
57,872

Less: Allowance for doubtful accounts and notes
(3,303
)
 
(7,966
)
 
$
59,990

 
$
49,906



Notes receivable as of December 31, 2011 provide interest at a range of interest rates from 2.9% to 10.0% (with a weighted average interest rate of 4.8%) and mature at various dates through December 2019. The balance of notes receivable at December 31, 2010 included $4 million of notes from certain tenants at The Pier Shops that were delinquent. These notes, net of their related allowance, were transferred to the lender as part of the extinguishment of the center's debt (Note 2). The balance of notes receivable at December 31, 2011 and 2010 included $5.1 million and $6.5 million, respectively, related to the joint venture partners at Westfarms for their share of the litigation charges that were paid in 2009 (Note 5).
Deferred Charges Other Assets
Deferred Charges and Other Assets [Text Block]
Deferred Charges and Other Assets

Deferred charges and other assets at December 31, 2011 and December 31, 2010 are summarized as follows:

 
2011
 
2010
Leasing costs
$
37,026

 
$
37,780

Accumulated amortization
(17,259
)
 
(17,282
)
 
$
19,767

 
$
20,498

In-place leases, net (Note 2)
29,632

 
 
Goodwill (Note 2)
22,884

 
 
Funding of development project (below)
20,882

 
 
Deferred financing costs, net
11,200

 
5,399

Insurance deposit (Note 17)
10,708

 
10,135

Prepaid expenses
3,923

 
3,487

Deferred tax asset, net
3,710

 
7,537

Investments (Note 17)
2,158

 
2,061

Interest rate contract (Note 10)
 
 
4,856

Intangibles, net
 
 
252

Other, net
6,576

 
8,266

 
$
131,440

 
$
62,491



In September 2011, Taubman Asia agreed to partner with Shinsegae Group, South Korea's largest retailer, to build a shopping mall in Hanam, Gyeonggi Province, South Korea. The Company has invested $20.9 million for an interest in the project. The Company has the option to put its interest in the project after the completion of due diligence. The potential return of the investment, including a 7% return on the investment, is secured by a letter of credit from Shinsegae.
Beneficial Interest in Debt and Interest Expense
Beneficial interest in Debt and Interest Expense
Notes Payable

Mortgage notes payable at December 31, 2011 and December 31, 2010 consist of the following:

 
2011
 
2010
 
Stated Interest Rate
 
Maturity Date
 
Balance Due on Maturity
 
Facility Amount
 
Beverly Center
$
316,724

 
$
322,700

 
5.28%
 
02/11/14
 
$
303,277

 
 
 
Cherry Creek Shopping Center
280,000

 
280,000

 
5.24%
 
06/08/16
 
280,000

 
 
 
Dolphin Mall
290,000

 
 
 
LIBOR + 1.75%
 
01/29/15
(1) 
290,000

 
 
(1) 
Dolphin Mall
 
 
10,000

 
LIBOR + 0.70%
 
 
(1) 
 
 
 
(1) 
El Paseo Village
17,059

(2 
) 
 
 
4.42%
 
12/06/15
 
15,565

 
 
 
Fairlane Town Center
30,000

 
 
 
LIBOR + 1.75%
 
01/29/15
(1) 
30,000

 
 
(1) 
Fairlane Town Center
 
 
80,000

 
LIBOR + 0.70%
 
 
(1) 
 
 
 
(1) 
Great Lakes Crossing Outlets
129,222

 
132,262

 
5.25%
 
03/11/13
 
125,507

 
 

 
International Plaza
325,000

 
 
 
4.85%
 
12/01/21
 
285,503

 
 

 
International Plaza
 
 
325,000

 
LIBOR + 1.15%
(3) 
 
 
 
 
 
 
MacArthur Center
131,000

 
131,000

 
LIBOR + 2.35%
(4) 
09/01/20
 
117,234

 
 

 
Northlake Mall
215,500

 
215,500

 
5.41%
 
02/06/16
 
215,500

 
 

 
Regency Square
 
(5) 
72,690

 
 
 
 
 
 
(5) 
 

 
Stony Point Fashion Park
103,615

 
105,484

 
6.24%
 
06/01/14
 
98,585

 
 

 
The Gardens on El Paseo
86,475

(6) 
 
 
6.10%
 
06/11/16
 
81,480

 
 
 
The Mall at Green Hills
111,801

(7) 
 
 
6.89%
 
12/01/13
 
105,045

 
 
 
The Mall at Partridge Creek
81,203

 
82,140

 
6.15%
 
07/06/20
 
70,433

 
 

 
The Mall at Short Hills
540,000

 
540,000

 
5.47%
 
12/14/15
 
540,000

 
 

 
The Mall at Wellington Green
200,000

 
200,000

 
5.44%
 
05/06/15
 
200,000

 
 

 
The Pier Shops at Caesars  
 
(8) 
135,000

 
 
 
 
 
 

 
 

 
Twelve Oaks Mall
 
 
 

 
LIBOR + 1.75%
 
01/29/15
(1) 
 

 
 
(1) 
Twelve Oaks Mall
 
 
 
 
LIBOR + 0.70%
 
 
(1) 
 
 
 
(1) 
Line of Credit
6,536

 
24,784

 
LIBOR + 1.00%
 
04/30/12
 
6,536

 
65,000

(9) 
 
$
2,864,135

 
$
2,656,560

 
 
 
 
 
 

 
 

 


(1)
Dolphin, Fairlane, and Twelve Oaks are the borrowers and collateral for the $650 million revolving credit facility. The unused borrowing capacity at December 31, 2011 was $330 million. Sublimits may be reallocated quarterly but not more often than twice a year. The facility has a one-year extension option. Prior to the July 2011 refinancing, the revolving facility was $550 million.
(2)
Balance includes purchase accounting adjustment of $0.3 million premium for an above market interest rate upon acquisition of the center in December 2011 (Note 2).
(3)
In January 2011, the loan was extended. Prior to January 2011, the rate on the loan was fixed at 5.01% due to an interest rate swap that expired.
(4)
Stated interest rate is swapped to an effective rate of 4.99%.
(5)
Title to Regency Square was transferred to the lender in December 2011 and the Company was relieved of $72.2 million of debt plus accrued interest (Note 2).
(6)
Balance includes purchase accounting adjustment of $5 million premium for an above market interest rate upon acquisition of the center in December 2011 (Note 2).
(7)
Balance includes purchase accounting adjustment of $4.2 million premium for an above market interest rate upon acquisition of the center in December 2011 (Note 2).
(8)
Title to The Pier Shops was transferred to the lender in November 2011 and the Company was relieved of $135 million debt plus accrued interest (Note 2).
(9)
The unused borrowing capacity at December 31, 2011 was $29.2 million.

Mortgage notes payable are collateralized by properties with a net book value of $2.4 billion at December 31, 2011.

The following table presents scheduled principal payments on mortgage notes payable as of December 31, 2011:

2012
$
20,950

 
2013
243,842

 
2014
406,241

 
2015
1,083,548

(1)
2016
585,092

 
Thereafter
514,974

 
Total principal maturities
$
2,854,647

 
Net unamortized debt premiums
9,488

 
Total mortgages
$
2,864,135

 

    
(1)
Includes $320 million with a one-year extension option.

Installment Notes

At December 31, 2011, the Company had installment notes outstanding of $281.5 million that were repaid in February 2012. The interest rate on the notes was 3.13%. As of December 31, 2011, the installment notes were secured by restricted cash funded by borrowings under the Company's line of credit, which was classified within Restricted Cash on the Consolidated Balance Sheet.

2012 Maturities

In March 2011, the maturity date on the Company’s secondary line of credit was extended through April 2012. In addition, the maximum amount available under this facility was increased to $65 million from the prior $40 million maximum for the $25 million letter of credit required by the lessor of the City Creek Center project. The Company intends to extend the line of credit at maturity.

The $181.1 million loan on Westfarms, a 79% owned Unconsolidated Joint Venture (Note 5), matures in July 2012 and is prepayable without penalty in April 2012. Currently the loan is fixed at 6.10%. The $116.3 million loan on Sunvalley, a 50% owned Unconsolidated Joint Venture (Note 5), matures in November 2012 and is prepayable without penalty in August 2012. Currently the loan is fixed at 5.67%. The $30 million loan on Taubman Land Associates, a Sunvalley entity, also matures in November 2012. Currently the loan is swapped to an effective rate of 5.95% until maturity. The Company expects to refinance these loans at rates under 5% and expects its share of excess proceeds to be in excess of $100 million.

Debt Covenants and Guarantees

Certain loan agreements contain various restrictive covenants, including a minimum net worth requirement, a maximum payout ratio on distributions, a minimum debt yield ratio, a minimum fixed charges coverage ratio, minimum interest coverage ratios, and a maximum leverage ratio, the latter being the most restrictive. The Company is in compliance with all covenants and loan obligations as of December 31, 2011. The maximum payout ratio on distributions covenant limits the payment of distributions generally to 95% of funds from operations, as defined in the loan agreements, except as required to maintain the Company's tax status, pay preferred distributions, and for distributions related to the sale of certain assets.

Payments of principal and interest on the loans in the following table are guaranteed by the Operating Partnership as of December 31, 2011.

Center
Loan Balance as of 12/31/11
 
TRG's Beneficial Interest in Loan Balance as of 12/31/11
 
Amount of Loan Balance Guaranteed by TRG as of 12/31/11
 
% of Loan Balance Guaranteed by TRG
 
% of Interest Guaranteed by TRG
 
(in millions)
 
 
 
 
Dolphin Mall
$
290.0

 
$
290.0

 
$
290.0

 
100
%
 
100
%
Fairlane Town Center
30.0

 
30.0

 
30.0

 
100
%
 
100
%
Twelve Oaks Mall

 

 

 
100
%
 
100
%


Restricted cash at December 31, 2011 included cash funded by the Company's line of credit that was used to repay the $281.5 million of installment notes in February 2012 (Note 2). In addition, the Company is required to escrow cash balances for specific uses stipulated by its lenders. As of December 31, 2011 and December 31, 2010, the Company’s restricted cash balances for these uses were $5.9 million and $7.6 million, respectively.

Beneficial Interest in Debt and Interest Expense

The Operating Partnership's beneficial interest in the debt, capitalized interest, and interest expense of its consolidated subsidiaries and its Unconsolidated Joint Ventures is summarized in the following table. The Operating Partnership's beneficial interest in the consolidated subsidiaries excludes debt and interest related to the noncontrolling interests in Cherry Creek (50%), International Plaza (49.9%), The Pier Shops (22.5%) through disposition in November 2011, The Mall at Wellington Green (10%), and MacArthur Center (5%).

 
At 100%
 
At Beneficial Interest
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
Debt as of:
 
 
 
 
 
 
 
December 31, 2011
$
3,145,602

 
$
1,138,808

 
$
2,816,877

 
$
580,557

December 31 2010
2,656,560

 
1,125,618

 
2,297,460

(1) 
575,103

 
 
 
 
 
 
 
 
Capitalized interest:
 

 
 

 
 

 
 

Year Ended December 31, 2011
$
422

 
 

 
$
422

 
 

Year Ended December 31, 2010
319

 
 
 
319

 
 
 
 
 
 
 
 
 
 
Interest expense from continuing operations:
 

 
 

 
 

 
 

Year Ended December 31, 2011
$
122,277

 
$
61,034

 
$
110,147

 
$
31,607

Year Ended December 31, 2010
132,362

 
63,835

 
114,504

 
33,076

 
 
 
 
 
 
 
 
Interest expense from discontinued operations (2):
 
 
 
 
 
 
 
Year Ended December 31, 2011
$
21,427

 
 
 
$
21,427

 
 
Year Ended December 31, 2010
20,346

 
 
 
16,980

(1) 
 

(1)
The Pier Shops is included at beneficial interest of 77.5%.
(2)
Includes The Pier Shops and Regency Square, see Note 2. See “MD&A – Results of Operations – Discontinued Operations of The Pier Shops and Regency Square: Reconciliations of Net Operating Income to Net Loss,” regarding a change in the presentation of beneficial interest in The Pier Shops’ operations in 2011.
Noncontrolling Interests
Noncontrolling Interests
Noncontrolling Interests

Redeemable Noncontrolling Interests

In December 2011, the Company acquired The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village from affiliates of Davis Street Properties, LLC (Note 2). The purchase price consideration included approximately 1.3 million Operating Partnership units determined based on a value of $55 per unit. These partnership units will become eligible to be converted into the Company's common shares after one year pursuant to the Continuing Offer (Note 15). Prior to that date, the holders have the ability to put the units back to the Company for cash at the lesser of the current market price of the Company's common shares or $55 per share. Considering the redemption provisions, the Company is accounting for these Operating Partnership units as a redeemable noncontrolling interest until they become subject to the Continuing Offer. The carrying value of these units was $72.7 million at December 31, 2011. Adjustments to the redemption value are recorded through equity.

In December 2011, Taubman Asia acquired a 90% controlling interest in TCBL (Note 2). As part of the purchase price consideration, $11.9 million of capital in the newly formed company was credited by Taubman Asia to the noncontrolling owners, who also own a 10% residual interest. The noncontrolling ownership interest can be put back to the Company at 50% of the fair value of the ownership interest beginning in December 2016, increasing to 100% in December 2018. Taubman Asia will fund any additional capital required by the business and will receive a preferred return on all capital contributed. The ownership agreements provide for the distribution of preferred returns on capital as well as returns of all such capital prior to the sharing of profits on relative ownership interests. Considering the redemption provisions, the Company accounts for the joint venture partner's interest as a contingently redeemable noncontrolling interest. The carrying value of the interest was $11.6 million at December 31, 2011. Any adjustments to the redemption value will be recorded through equity.

In October 2010, the Company's president of Taubman Asia (the Asia President) obtained an ownership interest in Taubman Asia, a consolidated subsidiary. The Asia President is entitled to 10% of Taubman Asia's dividends, with 85% of his dividends being withheld as contributions to capital. These withholdings will continue until he contributes and maintains his capital consistent with a 10% ownership interest, including all capital funded by the Operating Partnership for Taubman Asia's operating and investment activities subsequent to the Asia President obtaining his ownership interest. The Operating Partnership will have a preferred investment in Taubman Asia to the extent the Asia President has not yet contributed capital commensurate with his ownership interest. This preferred investment will accrue an annual preferential return equal to the Operating Partnership's average borrowing rate (with the preferred investment and accrued return together being referred to herein as the preferred interest). Taubman Asia has the ability to call, and the Asia President has the ability to put, the Asia President's ownership interest, subject to certain conditions including the termination of the Asia President's employment and the expiration of certain required holding periods. The redemption price for the ownership interest is a nominal amount through 2013 and subsequently 50% (increasing to 100% in May 2015) of the fair value of the ownership interest less the amount required to return the Operating Partnership's preferred interest. The Company has determined that the Asia President's ownership interest in Taubman Asia qualifies as an equity award, considering its specific redemption provisions, and accounts for it as a contingently redeemable noncontrolling interest, with a carrying value of zero at December 31, 2011. Any adjustments to the redemption value will be recorded through equity.

In July 2010, the Company formed a joint venture that is focusing on developing and owning outlet shopping centers. The Company owns a 90% controlling interest and consolidates the venture, while the joint venture partner owns a 10% interest. The amount of capital that the joint venture partner is required to contribute is capped. The Company will have a preferred investment to the extent it contributes capital in excess of the amount commensurate with its ownership interest. At any time after June 2012, the Company will have the right to purchase the joint venture partner's entire interest and the joint venture partner will have the right to require the Company to purchase the joint venture partner's entire interest. Additionally, the parties each have a one-time put and/or call on the joint venture partner's interest in any stabilized centers, while still maintaining the ongoing joint venture relationship. The purchase price of the joint venture partner's interest will be based on fair value. Considering the redemption provisions, the Company accounts for the joint venture partner's interest as a contingently redeemable noncontrolling interest with a carrying value of zero at December 31, 2011. Any adjustments to the redemption value will be recorded through equity.

Reconciliation of Redeemable Noncontrolling Interests
 
2011
Balance January 1, 2011
$

Issuance of redeemable noncontrolling interest (Note 2)
11,882

Issuance of redeemable noncontrolling interest (Note 2)
72,683

Contributions
794

Allocation of net loss
(739
)
Comprehensive income (loss)
(10
)
Distributions
(66
)
Adjustments of redeemable noncontrolling interests
(309
)
Balance December 31, 2011
$
84,235



Equity Balances of Nonredeemable Noncontrolling Interests

The net equity balance of the nonredeemable noncontrolling interests as of December 31, 2011 and December 31, 2010 includes the following:

 
2011
 
2010
Non-redeemable noncontrolling interests:
 
 
 
Noncontrolling interests in consolidated joint ventures
$
(101,872
)
 
$
(100,355
)
Noncontrolling interests in partnership equity of TRG
(22,452
)
 
(93,012
)
TRG Series F preferred equity (Note 14)
 
 
29,217

 
$
(124,324
)
 
$
(164,150
)


Income Allocable to Noncontrolling Interests

Net income attributable to the noncontrolling interests for the years ended December 31, 2011, 2010, and 2009 includes the following:

 
2011
 
2010
 
2009
Net income (loss) attributable to noncontrolling interests:
 
 
 
 
 
Non-redeemable noncontrolling interests:
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
$
15,477

 
$
9,859

 
$
3,115

Noncontrolling share of income (loss) of TRG
80,161

 
26,219

 
(31,224
)
TRG Series F preferred distributions
(372
)
 
2,460

 
2,460

 
$
95,266

 
$
38,538

 
$
(25,649
)
Redeemable noncontrolling interests
(739
)
 
(79
)
 
 
 
$
94,527

 
$
38,459

 
$
(25,649
)


Equity Transactions

The following schedule presents the effects of changes in Taubman Centers, Inc.’s ownership interest in consolidated subsidiaries on Taubman Centers, Inc.’s equity for the years ended December 31, 2011, 2010, and 2009:

 
2011
 
2010
 
2009
Net income (loss) attributable to Taubman Centers, Inc. common shareowners
$
176,701

 
$
47,599

 
$
(69,706
)
Transfers (to) from the noncontrolling interest –
 

 
 

 
 
Decrease in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest (1)
(40,561
)
 
(988
)
 
(483
)
Net transfers (to) from noncontrolling interests
(40,561
)
 
(988
)
 
(483
)
Change from net income (loss) attributable to Taubman Centers, Inc. and transfers (to) from noncontrolling interests
$
136,140

 
$
46,611

 
$
(70,189
)

(1)
In 2011, 2010 and 2009, adjustments of the noncontrolling interest were made as a result of changes in the Company's ownership of the Operating Partnership in connection with the Company's issuance of common stock (Note 14), share-based compensation under employee and director benefit plans (Note 13), issuances of stock pursuant to the Continuing Offer (Note 13), and issuances of Operating Partnership units in connection with the acquisition of centers (Note 2).

International Plaza Refinancing

In November 2011, International Plaza refinanced its debt and distributed a portion of the excess proceeds to its partners. The noncontrolling partner’s share of the distributions was $25.2 million and is classified within Dividends and Distributions in the Consolidated Statement of Changes in Equity. In January 2011, the loan on International Plaza was extended. At extension, the principal balance on the loan was required to be paid down by $52.6 million. The outside partner's share of $26.4 million is classified within Contributions from Noncontrolling Interest in the Consolidated Statement of Changes in Equity.

Finite Life Entities

Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. At December 31, 2011, the Company held controlling interests in consolidated entities with specified termination dates in 2081 and 2083. The noncontrolling owners’ interests in these entities are to be settled upon termination by distribution or transfer of either cash or specific assets of the underlying entity. The estimated fair value of these noncontrolling interests was approximately $208 million at December 31, 2011, compared to a book value of $(99.3) million that is classified in Noncontrolling Interests in the Company’s Consolidated Balance Sheet. The fair values of the noncontrolling interests were calculated as the noncontrolling interests' ownership shares of the underlying properties' fair values. The properties' fair values were estimated by considering their in-place net operating incomes, current market capitalization rates, and mortgage debt outstanding.
Derivative and Hedging Activities
Derivative and Hedging Activities
Derivative and Hedging Activities

Risk Management Objective and Strategies for Using Derivatives

The Company uses derivative instruments, such as interest rate swaps and interest rate caps, primarily to manage exposure to interest rate risks inherent in variable rate debt and refinancings. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. The Company’s interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date.

The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging, except for two immaterial out-of-the-money interest rate caps, which mature in January 2012 and April 2012.

As of December 31, 2011, the Company had the following outstanding interest rate derivatives that were designated and are expected to be effective as cash flow hedges of the interest payments on the associated debt.
Instrument Type
 
Ownership
 
Notional Amount
 
Swap Rate
 
Credit Spread on Loan
 
Total Swapped Rate on Loan
 
Maturity Date
Consolidated Subsidiaries:
 
 
 
 
 
 
 
 
 
 
 
 
Receive variable (LIBOR) /pay-fixed swap (1)
 
95.0
%
 
$
131,000

 
2.64
%
 
2.35
%
 
4.99
%
 
September 2020
Unconsolidated Joint Ventures:
 
 

 
 

 
 

 
 

 
 

 
 
Receive variable (LIBOR) /pay-fixed swap
 
50.0
%
 
30,000

 
5.05
%
 
0.90
%
 
5.95
%
 
November 2012
Receive variable (LIBOR) /pay-fixed swap (2)
 
50.0
%
 
137,500

 
2.40
%
 
1.70
%
 
4.10
%
 
April 2018
Receive variable (LIBOR) /pay-fixed swap (2)
 
50.0
%
 
137,500

 
2.40
%
 
1.70
%
 
4.10
%
 
April 2018


(1)
The notional amount of the swap is equal to the outstanding principal balance on the loan, which begins amortizing in September 2012.
(2)
The notional amount on each of these swaps is equal to 50% of the outstanding principal balance on the loan, which begins amortizing in August 2014.

Cash Flow Hedges of Interest Rate Risk

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the unrealized gain or loss on the derivative is reported as a component of Other Comprehensive Income (OCI). The ineffective portion of the change in fair value is recognized directly in earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in Accumulated Other Comprehensive Income (Loss) (AOCI) during the term of the hedged debt transaction.

Amounts reported in AOCI related to currently outstanding derivatives are recognized as an adjustment to income as interest payments are made on the Company’s variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCI are recognized as an adjustment to income over the term of the hedged debt transaction.

The Company expects that approximately $6.6 million of the AOCI of Taubman Centers, Inc. and the noncontrolling interests will be reclassified from AOCI and recognized as a reduction of income in the following 12 months.

As of December 31, 2011, the Company had $1.4 million of net realized losses included in AOCI resulting from settled derivative instruments, which were designated as cash flow hedges that are being recognized as a reduction of income over the term of the hedged debt.

The following tables present the effect of derivative instruments on the Company’s Consolidated Statement of Operations and Comprehensive Income for the years ended December 31, 2011, 2010, and 2009. The tables include the location and amount of unrealized gains and losses on outstanding derivative instruments in cash flow hedging relationships and the location and amount of realized losses reclassified from AOCI into income resulting from settled derivative instruments associated with hedged debt.

During the years ended December 31, 2011, 2010 and 2009 the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

 
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
 
Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
 
2011
 
2010
 
2009
 
 
 
2011
 
2010
 
2009
Derivatives in cash flow hedging relationships:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts – consolidated subsidiaries
$
(13,609
)
 
$
15,351

 
$
6,402

 
Interest Expense
 
$
(3,488
)
 
$
(12,876
)
 
$
(11,474
)
Interest rate contracts – UJVs
(7,081
)
 
2,494

 
1,516

 
Equity in Income of UJVs
 
(2,788
)
 
(3,945
)
 
(3,761
)
Total derivatives in cash flow hedging relationships
$
(20,690
)
 
$
17,845

 
$
7,918

 
 
 
$
(6,276
)
 
$
(16,821
)
 
$
(15,235
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized losses on settled cash flow hedges:
 

 
 

 
 
 
 
 
 

 
 

 
 
Interest rate contracts – consolidated subsidiaries
 

 
 

 
 
 
Interest Expense
 
$
(839
)
 
$
(886
)
 
$
(886
)
Interest rate contract – UJVs
 

 
 

 
 
 
Equity in Income of UJVs
 
(376
)
 
(376
)
 
(376
)
Total realized losses on settled cash flow hedges
 

 
 

 
 
 
 
 
$
(1,215
)
 
$
(1,262
)
 
$
(1,262
)

The Company records all derivative instruments at fair value in the Consolidated Balance Sheet. The following table presents the location and fair value of the Company’s derivative financial instruments as reported in the Consolidated Balance Sheet as of December 31, 2011 and 2010.

 
 
 
Fair Value
 
Consolidated Balance Sheet Location
 
December 31 2011
 
December 31 2010
Derivatives designated as hedging instruments:
 
 
 
 
 
Asset derivatives-
 
 
 
 
 
Interest rate contract – consolidated subsidiaries
Deferred Charges and Other Assets
 
 
 
$
4,856

Liability derivatives:
 
 
 

 
 

Interest rate contract – consolidated subsidiaries
Accounts Payable and Accrued Liabilities
 
$
(9,044
)
 
$
(291
)
Interest rate contracts – UJVs
Investment in UJVs
 
(9,045
)
 
(1,964
)
Total liabilities designated as hedging instruments
 
 
$
(18,089
)
 
$
(2,255
)


Contingent Features

Certain of the Company's outstanding derivatives contain provisions that state if the hedged entity defaults on any of its indebtedness in excess of $1 million, then the derivative obligation could also be declared in default. As of December 31, 2011, the Company is not in default on any debt obligations that would trigger a credit risk related default on its current outstanding derivatives.

As of December 31, 2011 and 2010, the fair value of derivative instruments with credit-risk-related contingent features that are in a liability position was $18.1 million and $2.3 million, respectively. As of December 31, 2011 and 2010, the Company was not required to post any collateral related to these agreements. If the Company breached any of these provisions it would be required to settle its obligations under the agreements at their fair value. See Note 17 for fair value information on derivatives.
Leases
Leases Disclosure [Text Block]
Leases

Shopping center space is leased to tenants and certain anchors pursuant to lease agreements. Tenant leases typically provide for minimum rent, percentage rent, and other charges to cover certain operating costs. Future minimum rent under operating leases in effect at December 31, 2011 for operating centers assuming no new or renegotiated leases or option extensions on anchor agreements, is summarized as follows:

2012
$
347,581

2013
323,540

2014
295,431

2015
260,624

2016
224,673

Thereafter
720,831



Certain shopping centers, as lessees, have ground and building leases expiring at various dates through the year 2104. In addition, one center has the option to extend the lease term for five 10-year periods and another center has an option to extend the term for three 10-year periods. Ground rent expense is recognized on a straight-line basis over the lease terms. The Company also leases its office facilities and certain equipment. Office facility leases expire at various dates through the year 2015. Additionally, two of the leases have 5-year extension options and one lease has a 3-year extension option. The Company’s U.S. headquarters is rented from an affiliate of the Taubman family under a 10-year lease, with a 5-year extension option. Rental expense on a straight-line basis under operating leases was $9.8 million in 2011, $10.2 million in 2010, and $9.9 million in 2009. Included in these amounts are related party office rental expense of $2.2 million in 2011 through 2009. Payables representing straight-line rent adjustments under lease agreements were $38.8 million and $37.8 million as of December 31, 2011 and 2010, respectively.

The following is a schedule of future minimum rental payments required under operating leases:

2012
$
11,286

2013
11,196

2014
9,901

2015
7,454

2016
6,821

Thereafter
390,962



The table above includes $2.6 million in each year from 2012 through 2014 and $0.7 million in 2015 of related party amounts.

City Creek Center is a mixed-use project in Salt Lake City, Utah. The Company is currently providing development and leasing services and will be the manager for the retail space, which the Company owns subject to a long-term participating lease. City Creek Reserve, Inc. (CCRI), an affiliate of the LDS Church, is the participating lessor and is providing all of the construction financing. The Company owns 100% of the leasehold interest in the retail buildings and property. In addition to the minimum rent included in the table above, the Company will pay contingent rent based on the performance of the center. CCRI has an option to purchase the Company’s interest at fair value at various points in time over the term of the lease. Under the agreements, the Company will pay $75 million to CCRI upon opening of the retail center in March 2012. As required, the Company has issued to CCRI a $25 million letter of credit, which will remain in place until the $75 million is paid.
The Manager
The Manager [Text Block]
The Manager

The Taubman Company LLC (the Manager), which is 99% beneficially owned by the Operating Partnership, provides property management, leasing, development, and other administrative services to the Company, the shopping centers, Taubman affiliates, and other third parties. Accounts receivable from related parties include amounts due from Unconsolidated Joint Ventures or other affiliates of the Company, primarily relating to services performed by the Manager. These receivables include certain amounts due to the Manager related to reimbursement of third party (non-affiliated) costs.

A. Alfred Taubman and certain of his affiliates receive various management services from the Manager. For such services, Mr. Taubman and affiliates paid the Manager approximately $2.3 million, $2.1 million, and $1.6 million in 2011, 2010, and 2009, respectively. These amounts are classified in Management, Leasing, and Development Services revenues within the Consolidated Statement of Operations and Comprehensive Income.

Other related party transactions are described in Notes 11, 13, and 15.

In 2009, in response to the decreased level of active projects due to the downturn in the economy, the Company reduced its workforce by about 40 positions, primarily in areas that directly or indirectly affect its development initiatives in the U.S. and Asia. A restructuring charge of $2.5 million was recorded in 2009, which primarily represents the cost of terminations of personnel.
Share-Based Compensation
Share-Based Compensation
Note 13 – Share-Based Compensation and Other Employee Plans

The Taubman Company 2008 Omnibus Long-Term Incentive Plan (2008 Omnibus Plan), as amended, which is shareowner approved, provides for the award to directors, officers, employees, and other service providers of the Company of restricted shares, restricted units of limited partnership in the Operating Partnership, options to purchase shares or Operating Partnership units, unrestricted shares or Operating Partnership units, and other awards to acquire up to an aggregate of 8.5 million Company common shares or Operating Partnership units. In addition, non-employee directors have the option to defer their compensation, other than their meeting fees, under a deferred compensation plan.

Non-option awards granted after an amendment of the 2008 Omnibus Plan in 2010 are deducted at a ratio of 1.85 Company common shares or Operating Partnership units, while non-option awards granted prior to the amendment continue to be deducted at a ratio of 2.85. Options are deducted on a one-for-one basis. The amount available for future grants is adjusted when the number of contingently issuable shares or units are settled, for grants that are forfeited, and for options that expire without being exercised.

Prior to the adoption of the 2008 Omnibus Plan, the Company provided share-based compensation through an incentive option plan, a long-term incentive plan, and non-employee directors' stock grant and deferred compensation plans.

The compensation cost charged to income for the Company’s share-based compensation plans was $9.0 million, $7.7 million, and $8.7 million for the years ended December 31, 2011, 2010, and 2009, respectively. Compensation cost capitalized as part of properties and deferred leasing costs was $0.3 million in each of the years ended December 31, 2011, 2010, and 2009.

The Company currently recognizes no tax benefits from the recognition of compensation cost or tax deductions incurred upon the exercise or vesting of share-based awards. Allocations of compensation cost or deduction to the Company’s corporate taxable REIT subsidiaries from the Company's Manager, which is treated as a partnership for federal income tax purposes, have not resulted in the recognition of any current tax benefits due to the Company’s current income tax position (Note 3).

The Company estimated the grant-date fair values of options, performance share units, and restricted share units using the methods discussed in the separate sections below for each type of grant. Expected volatility and dividend yields are based on historical volatility and yields of the Company’s common stock, respectively, as well as other factors. The risk-free interest rates used are based on the U.S. Treasury yield curves in effect at the times of grants. The Company assumes no forfeitures of options or performance share units due to the small number of participants and low turnover rate.

Options

Options are granted to purchase units of limited partnership interest in the Operating Partnership, which are exchangeable for new shares of the Company’s stock under the Continuing Offer (Note 15). The options have ten-year contractual terms.

In the first quarter of 2009, 1.4 million options were granted that vested during the third quarter of 2009 due to the satisfaction of the vesting condition of the closing price of the Company’s common stock, as quoted on the New York Stock Exchange, being $30 or greater for ten consecutive trading days. The entire compensation cost was recognized in 2009 due to the satisfaction of the vesting condition.

In addition, the Company granted 40,000 options in the second quarter of 2009. These options vest one third each year over three years, if continuous service has been provided or upon retirement or certain other events if earlier.

The Company estimated the value of the options granted during the first quarter 2009 using a Monte Carlo simulation due to the market-based vesting condition. The Company estimated the value of the options issued during the second quarter of 2009 using a Black-Scholes valuation model. Significant assumptions employed include the following:
 
1st Quarter
2009
 
2nd Quarter
2009
Expected volatility
29.61%
 
40.65%
Expected dividend yield
8.00%
 
7.00%
Expected term (in years)
N/A
 
6
Risk-free interest rate
2.83%
 
2.57%
Weighted average grant-date fair value
$1.35
 
$5.04


A summary of option activity for the years ended December 31, 2011, 2010, and 2009 is presented below:
 
Number of Options
 
Weighted Average
 Exercise Price
 
Weighted Average Remaining Contractual Term (in years)
 
Range of Exercise Prices
Outstanding at January 1, 2009
1,350,477
 
$
39.73

 
7.2

 
$
29.38

-
$
55.90

Granted
1,439,135
 
14.13

 
 
 
 
 
 
Exercised
(1,140,003)
 
13.98

 
 
 
 
 
 
Forfeited
(20,000)
 
31.31

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2009
1,629,609
 
$
35.24

 
6.8

 
$
13.83

-
$
55.90

Exercised
(176,828)
 
20.75

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2010
1,452,781
 
$
37.00

 
5.7

 
$
13.83

-
$
55.90

Exercised
(130,791)
 
35.66

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2011
1,321,990
 
$
37.13

 
4.8

 
$
13.83

-
$
55.90

 
 
 
 
 
 
 
 
 
 
Fully vested options at December 31, 2011
1,113,661
 
$
38.27

 
5.0

 
 
 
 


There were 0.1 million options that vested during the year ended December 31, 2011.

Of the 1.3 million total options outstanding excluding 0.2 million granted in the first quarter of 2009, 0.8 million have vesting schedules with one-third vesting at each of the first, second, and third years of the grant anniversary, if continuous service has been provided or upon retirement or certain other events if earlier. Substantially all of the other 0.3 million options outstanding have vesting schedules with one-third vesting at each of the third, fifth, and seventh years of the grant anniversary, if continuous service has been provided and certain conditions dependent on the Company's market performance in comparison to its competitors have been met, or upon retirement or certain events if earlier.
The aggregate intrinsic value (the difference between the period end stock price and the option exercise price) of in-the-money options outstanding and in-the-money fully vested options as of December 31, 2011 was $33.0 million and $26.5 million, respectively.

The total intrinsic value of options exercised during the years ended December 31, 2011, 2010 and 2009 was $3.3 million, $4.0 million and $22.6 million, respectively. Cash received from option exercises for the years ended December 31, 2011, 2010 and 2009 was $4.7 million, $3.7 million and $15.9 million, respectively.

As of December 31, 2011, there were 0.2 million nonvested options outstanding, and less than $0.1 million of total unrecognized compensation cost related to nonvested options. The remaining cost is expected to be recognized within one year.

Under both the prior option plan and the 2008 Omnibus Plan, vested unit options can be exercised by tendering mature units with a market value equal to the exercise price of the unit options. In 2002, Robert S. Taubman, the Company’s chief executive officer, exercised options for 3.0 million units by tendering 2.1 million mature units and deferring receipt of 0.9 million units under the unit option deferral election. As the Operating Partnership pays distributions, the deferred option units receive their proportionate share of the distributions in the form of cash payments. Under an amendment executed in January 2011, beginning in December 2017 (unless Mr. Taubman retires earlier), the deferred partnership units will be issued in ten annual installments. The deferred units are accounted for as participating securities of the Operating Partnership.

Performance Share Units

In 2011, 2010, and 2009 the Company granted Performance Share Units (PSU) under the 2008 Omnibus Plan. Each PSU represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-300% of the PSU based on the Company’s market performance relative to that of a peer group. The vesting date is March 2014, March 2013 and March 2012 for the 2011, 2010 and 2009 grants, respectively, if continuous service has been provided, or upon retirement or certain other events if earlier. No dividends accumulate during the vesting period.

The Company estimated the value of the PSU granted in 2011, 2010, and 2009 using a Monte Carlo simulation, considering the Company’s common stock price at the grant date less the present value of the expected dividends during the vesting period, historical returns of the Company and the peer group of companies, a risk-free interest rate of 1.18%, 1.1%, and 1.3%, respectively, and measurement periods of 3 years for the 2011 and 2009 grants and 2.78 years for the 2010 grant. The resulting weighted average grant-date fair values were $85.40, $63.54, and $15.60 per PSU in 2011, 2010 and 2009 respectively.

A summary of PSU activity for the years ended December 31, 2011, 2010 and 2009 is presented below:
 
Number of Performance Stock Units
 
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2009

 
 
Granted
196,943
 
$
15.60

Outstanding at December 31, 2009
196,943
 
$
15.60

Granted
75,413
 
$
63.54

Outstanding at December 31, 2010
272,356

 
$
28.88

Granted
53,795
 
$
85.40

Outstanding at December 31, 2011
326,151
 
$
38.20



None of the PSU outstanding at December 31, 2011 were vested. As of December 31, 2011, there was $5.3 million of total unrecognized compensation cost related to nonvested PSU outstanding. This cost is expected to be recognized over an average period of 1.7 years.

Restricted Share Units

In 2011, 2010 and 2009, restricted share units (RSU) were issued under the 2008 Omnibus Plan (as amended) and represent the right to receive upon vesting one share of the Company's common stock. The vesting date is March 2014, March 2013 and March 2012 for the 2011, 2010, and 2009 grants, respectively, if continuous service has been provided through that period, or upon retirement or certain other events if earlier. No dividends accumulate during the vesting period.
The 2011 RSU were issued in March and June 2011. The Company estimated the value of the RSU grants in March 2011 and June 2011 using the Company’s common stock at the grant date deducting the present value of expected dividends during the vesting period using risk-free rates of 1.18% and 0.78%, respectively. The result of the Company’s valuation was a weighted average grant-date fair value of $47.98 per RSU granted in March 2011, and $53.65 per RSU granted in June 2011. The Company estimated the value of the RSU granted in 2010 and 2009 using the Company's common stock at the grant date deducting the present value of expected dividends during the vesting period using a risk-free rate of 1.1% and 1.3%, respectively. The result of the Company's valuation was a weighted average grant-date fair value of $35.37 and $8.99 for 2010 and 2009, respectively.

A summary of RSU activity for the years ended December 31, 2011, 2010, and 2009 is presented below:
 
Number of Restricted Stock Units
 
Weighted average Grant Date Fair Value
Outstanding at January 1, 2009
334,878

 
$
48.57

Granted
368,588

 
8.99

Forfeited
(17,532
)
 
37.00

Redeemed
(118,824
)
 
40.38

Outstanding at December 31, 2009
567,110

 
24.92

Granted
144,588

 
35.37

Forfeited
(2,057
)
 
56.44

Redeemed
(91,757
)
 
14.71

Outstanding at December 31, 2010
617,884

 
22.72

Granted March 2011
105,391

 
47.98

Granted June 2011
1,972

 
53.65

Forfeited
(3,450
)
 
22.19

Redeemed
(115,870
)
 
49.67

Outstanding at December 31, 2011
605,927

 
$
22.06



Based on an analysis of historical employee turnover, the Company has made an annual forfeiture assumption of 2.4% of grants when recognizing compensation costs relating to the RSU.

The total intrinsic value of RSU redeemed during the years ended December 31, 2011, 2010, and 2009 was $6.4 million, $3.6 million, and $1.9 million, respectively.

None of the RSU outstanding at December 31, 2011 were vested. As of December 31, 2011, there was $5.3 million of total unrecognized compensation cost related to nonvested RSU outstanding. This cost is expected to be recognized over an average period of 1.8 years.

Non-Employee Directors’ Stock Grant and Deferred Compensation Plans

The Non-Employee Directors’ Stock Grant Plan (SGP), which was shareowner approved, provided for the annual grant to each non-employee director of the Company shares of the Company’s common stock based on the fair value of the Company's common stock on the last business day of the preceding quarter. Quarterly grants beginning in July 2008 were made under the 2008 Omnibus Plan. The annual fair market value of the grant was $70,000 in 2011 and $50,000 in 2010 and 2009. As of December 31, 2011, 2,875 shares have been issued under the SGP and 5,127 shares have been issued under the 2008 Omnibus Plan. Certain directors have elected to defer receipt of their shares as described below.

The Non-Employee Directors’ Deferred Compensation Plan (DCP), which was approved by the Company’s Board of Directors, allows 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 his or her service on the Company’s Board of Directors and for such deferred compensation to be denominated in restricted stock units, representing the right to receive shares of the Company’s common stock at the end of the deferral period. During the deferral period, when the Company pays cash dividends on its common stock, the directors’ deferral accounts will be 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 Company’s common stock. There were 69,507 restricted stock units outstanding under the DCP at December 31, 2011.

Other Employee Plans

As of December 31, 2011 and 2010, the Company had fully vested awards outstanding for 19,161 and 18,572 notional shares of stock, respectively, under a previous long-term performance compensation plan. These awards will be settled in cash based on a twenty day average of the market value of the Company's common stock. The liability for the eventual payout of these awards is marked to market quarterly based on the twenty day average of the Company's stock price. The Company recorded compensation costs of $0.3 million, $0.3 million, and $0.2 million relating to this plan for the years ended December 31, 2011, 2010, and 2009, respectively. The majority of the awards under this plan were paid out in early 2009. No payments were made in 2011 or 2010.

The Company has a voluntary retirement savings plan established in 1983 and amended and restated effective January 1, 2001 (the Plan). The Plan is qualified in accordance with Section 401(k) of the Internal Revenue Code (the Code). The Company contributes an amount equal to 2% of the qualified wages of all qualified employees and matches employee contributions in excess of 2% up to 7% of qualified wages. In addition, the Company may make discretionary contributions within the limits prescribed by the Plan and imposed in the Code. The Company’s contributions and costs relating to the Plan were $2.9 million in 2011, $2.7 million in 2010, and $2.6 million in 2009.
Common and Preferred Stock and Equity of TRG
Common and Preferred Stock and Equity of TRG [Text Block]
Common and Preferred Stock and Equity of TRG

Common Stock

In June 2011, the Company sold 2,012,500 of its common shares. The proceeds were used by the Company to acquire an equal number of Operating Partnership units. The Operating Partnership paid all offering costs. The Operating Partnership used the net proceeds, after offering costs, of $112 million to reduce outstanding borrowings under its lines of credit.
Outstanding Preferred Stock

The Company is obligated to issue to the noncontrolling partners of TRG, upon subscription, one share of Series B Non-Participating Convertible Preferred Stock (Series B Preferred Stock) for each of the Operating Partnership units held by the noncontrolling partners. Each share of Series B Preferred Stock entitles the holder to one vote on all matters submitted to the Company's shareowners. The holders of Series B Preferred Stock, voting as a class, have the right to designate up to four nominees for election as directors of the Company. On all other matters, including the election of directors, the holders of Series B Preferred Stock will vote with the holders of common stock. The holders of Series B Preferred Stock are not entitled to dividends or earnings of the Company. The Series B Preferred Stock is convertible into common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock. During the years ended December 31, 2011, 2010, and 2009, 1,092,690 shares, 126,109 shares, and 70,000 shares of Series B Preferred Stock, respectively, were converted to 76 shares, 7 shares, and 3 shares of the Company’s common stock, respectively, as a result of tenders of units under the Continuing Offer (Note 15).

The Operating Partnership’s $30 million 8.2% Cumulative Redeemable Preferred Partnership Equity (Series F Preferred Equity) was owned by an institutional investor and accounted for as a noncontrolling interest of the Company. In October 2011, the Series F Preferred Equity was redeemed. The Operating Partnership redeemed the Series F Preferred Equity for $27 million, which represented a $2.2 million discount from the book value. The $2.2 million excess of the book value over the redemption amount is reflected as a reduction in earnings allocated to the noncontrolling interests in the year ended December 31, 2011. The Series F Preferred Equity had no stated maturity, sinking fund, or mandatory redemption requirements. Distributions were cumulative and payable in arrears on or before the last day of each calendar quarter.

The 8% Series G Cumulative Redeemable Preferred Stock (Series G Preferred Stock), which was issued in 2004, has no stated maturity, sinking fund, or mandatory redemption requirements and is not convertible into any other security of the Company. The Series G Preferred Stock has liquidation preferences of $100 million ($25 per share). Dividends are cumulative and are paid on the last day of each calendar quarter. All accrued dividends have been paid. As of November 2009, the Series G Preferred Stock can be redeemed by the Company at $25 per share, plus accrued dividends. The Company owns corresponding Series G Preferred Equity interests in the Operating Partnership that entitle the Company to income and distributions (in the form of guaranteed payments) in amounts equal to the dividends payable on the Company's Series G Preferred Stock. The Series G Preferred Stock is non-voting.

The $87 million 7.625% Series H Cumulative Redeemable Preferred Stock (Series H Preferred Stock), which was issued in 2005, has no stated maturity, sinking fund, or mandatory redemption requirements and is not convertible into any other security of the Company. Dividends are cumulative and are payable in arrears on or before the last day of each calendar quarter. All accrued dividends have been paid. As of July 2010, the Series H Preferred Stock can be redeemed by the Company at $25 per share, plus accrued dividends. The Company owns corresponding Series H Preferred Equity interests in the Operating Partnership that entitle the Company to income and distributions (in the form of guaranteed payments) in amounts equal to the dividends payable on the Company’s Series H Preferred Stock. The Series H Preferred Stock is non-voting.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies

Cash Tender

At the time of the Company's initial public offering and acquisition of its partnership interest in the Operating Partnership in 1992, the Company entered into an agreement (the Cash Tender Agreement) with A. Alfred Taubman, who owns an interest in the Operating Partnership, whereby he has the annual right to tender to the Company partnership units in the Operating Partnership (provided that the aggregate value is at least $50 million) and cause the Company to purchase the tendered interests at a purchase price based on a market valuation of the Company on the trading date immediately preceding the date of the tender. At A. Alfred Taubman's election, his family may participate in tenders. The Company will have the option to pay for these interests from available cash, borrowed funds, or from the proceeds of an offering of the Company's common stock. Generally, the Company expects to finance these purchases through the sale of new shares of its stock. The tendering partner will bear all market risk if the market price at closing is less than the purchase price and will bear the costs of sale. Any proceeds of the offering in excess of the purchase price will be for the sole benefit of the Company. The Company accounts for the Cash Tender Agreement between the Company and Mr. Taubman as a freestanding written put option. As the option put price is defined by the current market price of the Company's stock at the time of tender, the fair value of the written option defined by the Cash Tender Agreement is considered to be zero.

Based on a market value at December 31, 2011 of $62.10 per common share, the aggregate value of interests in the Operating Partnership that may be tendered under the Cash Tender Agreement was approximately $1.5 billion. The purchase of these interests at December 31, 2011 would have resulted in the Company owning an additional 29% interest in the Operating Partnership.

Continuing Offer

The Company has made a continuing, irrevocable offer to all present holders (other than certain excluded holders, including A. Alfred Taubman), permitted assignees of all present holders, those future holders of partnership interests in the Operating Partnership as the Company may, in its sole discretion, agree to include in the continuing offer, all existing optionees under the previous option plan, and all existing and future optionees under the 2008 Omnibus Plan to exchange shares of common stock for partnership interests in the Operating Partnership (the Continuing Offer). The Operating Partnership units issued in connection with the acquisition of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village are not eligible to be converted into common shares under the Continuing Offer for a one year period ending December 2012. Under the Continuing Offer agreement, one unit of the Operating Partnership interest is exchangeable for one share of the Company's common stock. Upon a tender of Operating Partnership units, the corresponding shares of Series B Preferred Stock, if any, will automatically be converted into the Company’s common stock at a rate of 14,000 shares of Series B Preferred Stock for one common share .




Indemnification

The disposition of Woodland in 2005 by one of the Company's Unconsolidated Joint Ventures was structured in a tax efficient manner to facilitate the investment of the Company's share of the sales proceeds in a like-kind exchange in accordance with Section 1031 of the Internal Revenue Code and the regulations thereunder. The structuring of the disposition has included the continued existence and operation of the partnership that previously owned the shopping center. In connection with the disposition, the Company entered into a tax indemnification agreement with the Woodland joint venture partner, a life insurance company. Under this tax indemnification agreement, the Company has agreed to indemnify the joint venture partner in the event an unfavorable tax determination is received as a result of the structuring of the sale in the tax efficient manner described. The maximum amount that the Company could be required to pay under the indemnification is equal to the taxes incurred by the joint venture partner as a result of the unfavorable tax determination by the IRS within the six year statutory assessment limitation period, in excess of those that would have otherwise been due if the Unconsolidated Joint Venture had sold Woodland, distributed the cash sales proceeds, and liquidated the owning entities. The Company cannot reasonably estimate the maximum amount of the indemnity, as the Company is not privy to or does not have knowledge of its joint venture partner's tax basis or tax attributes in the Woodland entities or its life insurance-related assets. However, the Company believes that the probability of having to perform under the tax indemnification agreement is remote. The Company and the Woodland joint venture partner have also indemnified each other for their shares of costs or revenues of operating or selling the shopping center in the event additional costs or revenues are subsequently identified.

Litigation

In April 2009, two restaurant owners, their two restaurants, and their principal filed a lawsuit in United States District Court for the Eastern District of Pennsylvania (Case No. 09-CV-01619) against Atlantic Pier Associates LLC ("APA", the then owner of the leasehold interest in The Pier Shops), the Operating Partnership, Taubman Centers, Inc., the owners of APA and certain affiliates of such owners, three individuals affiliated with, or at one time employed by an affiliate of one of the owners, and, subsequently added the Manager as a defendant. The plaintiffs are alleging the defendants misrepresented and concealed the status of certain tenant leases at The Pier Shops and that such status was relied upon by the plaintiffs in making decisions about their own leases. The plaintiffs are seeking damages exceeding $20 million, rescission of their leases, exemplary or punitive damages, costs and expenses, attorney's fees, return of certain rent, and other relief as the court may determine. The claims against the Operating Partnership, Taubman Centers, Inc., the Manager, other Taubman defendants, and one of the owners, were dismissed in July 2011, but, in August 2011, the restaurant owners reinstated the same claims in a state court action that was then removed to the United States District Court for the Eastern District of Pennsylvania (Case No. 11-CV-05676). The defendants are vigorously defending the action. The outcome of this lawsuit cannot be predicted with any certainty and management is currently unable to estimate an amount or range of potential loss that could result if an unfavorable outcome occurs. While management does not believe that an adverse outcome in this lawsuit would have a material adverse effect on the Company's financial condition, there can be no assurance that an adverse outcome would not have a material effect on the Company's results of operations for any particular period.

In November 2011, the holder of the mortgage loan on The Pier Shops completed the foreclosure sale and court approval process, and acquired title to the property. See Note 2 for further details related to the disposition.

Other

See Note 8 for the Operating Partnership's guarantees of certain notes payable, Note 9 for contingent features relating to certain joint venture agreements, Note 10 for contingent features relating to derivative instruments, and Note 13 for obligations under existing share-based compensation plans.

See Note 2 for the Operating Partnership's contingent obligation to repurchase units issued in connection with the acquisition of centers for a one year period ending December 2012. Subsequent to that date the units will become eligible to be converted into common shares under the Continuing Offer.
Earnings Per Share
Earnings Per Share
Earnings (Loss) Per Share

Basic earnings per share amounts are based on the weighted average of common shares outstanding for the respective periods. Diluted earnings per share amounts are based on the weighted average of common shares outstanding plus the dilutive effect of potential common stock. Potential common stock includes outstanding partnership units exchangeable for common shares under the Continuing Offer (Note 15), outstanding options for partnership units, PSU, RSU, deferred shares under the Non-Employee Directors’ Deferred Compensation Plan, and unissued partnership units under a unit option deferral election (Note 13). In computing the potentially dilutive effect of potential common stock, partnership units are assumed to be exchanged for common shares under the Continuing Offer, increasing the weighted average number of shares outstanding. The potentially dilutive effects of partnership units outstanding and/or issuable under the unit option deferral elections are calculated using the if-converted method, while the effects of other potential common stock are calculated using the treasury method. Contingently issuable shares are included in diluted EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period.
 
As of December 31, 2011, there were 8.8 million partnership units outstanding and 0.9 million unissued partnership units under unit option deferral elections that may be exchanged for common shares of the Company under the Continuing Offer. These outstanding partnership units were excluded from the computation of diluted earnings per share as they were anti-dilutive in all periods presented. The unissued partnership units were excluded in December 31, 2010 and December 31, 2009 as they were anti-dilutive in those periods. Also, there were out-of-the-money options for 0.1 million shares for the year ended December 31, 2011 and 0.5 million shares for the year ended December 31, 2010 that were excluded from the computation of diluted EPS because they were anti-dilutive. There were 0.7 million shares representing the potentially dilutive effect of potential common stock under share-based compensation plans (Note 13) excluded from the computation of diluted EPS for the year ended December 31, 2009 because they were anti-dilutive due to net losses in 2009.
 
Year Ended December 31
 
2011
 
2010
 
2009
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
 
 
Income from continuing operations
$
75,011

 
$
61,284

 
$
47,853

Income (loss) from discontinued operations
101,690

 
(13,685
)
 
(117,559
)
Basic
$
176,701

 
$
47,599

 
$
(69,706
)
 
 
 
 
 
 
Shares (Denominator) – basic
56,899,966

 
54,569,618

 
53,239,279

 
 
 
 
 
 
Earnings per common share from continuing operations
$
1.32

 
$
1.12

 
$
0.90

Income (loss) from discontinued operations
1.79

 
(0.25
)
 
(2.21
)
Earnings (loss) per common share – basic
$
3.11

 
$
0.87

 
$
(1.31
)



 
Year Ended December 31
 
2011
 
2010
 
2009
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
 
 
Income from continuing operations - basic
$
75,011

 
$
61,284

 
$
47,853

Impact of additional ownership of TRG on income from continuing operations
625

 
428

 
293

Income from continuing operations - diluted
$
75,636

 
$
61,712

 
$
48,146

Income (loss) from discontinued operations - basic
101,690

 
(13,685
)
 
(117,559
)
Impact of additional ownership of TRG on income (loss) from discontinued operations
296

 
(91
)
 
(542
)
Diluted
$
177,622

 
$
47,936

 
$
(69,955
)
 
 
 
 
 
 
Shares – basic
56,899,966

 
54,569,618

 
53,239,279

Effect of dilutive securities
1,629,123

 
1,133,195

 
747,377

Shares (Denominator) – diluted
58,529,089

 
55,702,813

 
53,986,656

 
 
 
 
 
 
Earnings per common share from continuing operations
$
1.29

 
$
1.11

 
$
0.89

Income (loss) from discontinued operations
1.74

 
(0.25
)
 
(2.19
)
Earnings (loss) per common share – diluted
$
3.03

 
$
0.86

 
$
(1.30
)
Fair Value Disclosures
Fair Value Disclosures
Fair Value Disclosures

This note contains required fair value disclosures for assets and liabilities remeasured at fair value on a recurring basis and financial instruments carried at other than fair value, as well as assumptions employed in deriving these fair values.

Recurring Valuations

Derivative Instruments

The fair value of interest rate hedging instruments is the amount that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the reporting date. The Company’s valuations of its derivative instruments are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative, and therefore fall into Level 2 of the fair value hierarchy. The valuations reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including forward curves. The fair values of interest rate hedging instruments also incorporate credit valuation adjustments to appropriately reflect both the Company’s own nonperformance risk and the respective counterparty's nonperformance risk.

Marketable Securities

The Company's valuations of marketable securities, which are considered to be available-for-sale, and an insurance deposit utilize unadjusted quoted prices determined by active markets for the specific securities the Company has invested in, and therefore fall into Level 1 of the fair value hierarchy.

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:
 
 
Fair Value Measurements as of December 31, 2011 Using
 
Fair Value Measurements as of December 31, 2010 Using
Description
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
Available-for-sale securities
 
$
2,158

 
 
 
$
2,061

 
 
Derivative interest rate contract (Note 10)
 
 

 
 
 
 

 
$
4,856

Insurance deposit
 
10,708

 
 

 
10,135

 
 

Total assets
 
$
12,866

 
 
 
$
12,196

 
$
4,856

 
 
 
 
 
 
 
 
 
Derivative interest rate contract (Note 10)
 
 

 
$
(9,044
)
 
 

 
$
(291
)
Total liabilities
 
 

 
$
(9,044
)
 
 

 
$
(291
)


The insurance deposit shown above represents an escrow account maintained in connection with a property and casualty insurance arrangement for the Company’s shopping centers, and is classified within Deferred Charges and Other Assets. The corresponding deferred revenue relating to amounts billed to tenants for this arrangement has been classified within Accounts Payable and Other Liabilities.

The available-for-sale securities shown above consist of marketable securities that represent shares in a Vanguard REIT fund that were purchased to facilitate a tax efficient structure for the 2005 disposition of Woodland mall and is classified within Deferred Charges and Other Assets. In 2009, the Company concluded that a decrease in value was other than temporary, and therefore recognized a $1.7 million impairment loss.

Nonrecurring Valuations

In 2009, the Company's investments in The Pier Shops and Regency Square were written down to their fair values. The fair values of the investments were determined based on discounted future cash flows, using management's estimates of cash flows from operations, necessary capital expenditures, the eventual disposition of the investments, and appropriate discount and capitalization rates (Note 2).

For these assets measured at fair value on a nonrecurring basis, quantitative disclosure of the fair value for each is presented below:
 
2009
Description
Fair Value Measurements Using Significant Unobservable Inputs
(Level 3)
 
Total Impairment
Losses
The Pier Shops investment
$
52,300

 
$
(107,652
)
Regency Square investment
28,800

 
(59,028
)
Total assets
$
81,100

 
$
(166,680
)


Financial Instruments Carried at Other Than Fair Values

Community Development District Obligation

The owner of one shopping center pays annual special assessment levies of a Community Development District (CDD), which provided certain infrastructure assets and improvements. As the amount and period of the special assessments were determinable, the Company capitalized the infrastructure assets and improvements and recognized an obligation for the future special assessments to be levied. At December 31, 2011 and 2010, the book value of the infrastructure assets and improvements, net of depreciation, was $41.6 million and $43.7 million, respectively. The related obligation is classified within Accounts Payable and Accrued Liabilities and had a balance of $61.8 million and $62.6 million at December 31, 2011 and 2010, respectively. The fair value of this obligation, derived from quoted market prices, was $58.2 million at December 31, 2011 and $56.8 million at December 31, 2010.

Notes Payable

The fair value of notes payable is estimated based on quoted market prices, if available. If no quoted market prices are available, the fair value of notes payable are estimated using cash flows discounted at current market rates. When selecting discount rates for purposes of estimating the fair value of notes payable at December 31, 2011 and 2010, the Company employed the credit spreads at which the debt was originally issued. Excluding 2011 and 2010 refinancings, an additional 1.50% credit spread was added to the discount rate at December 31, 2011 and December 31, 2010, to attempt to account for current market conditions. This additional spread is an estimate and is not necessarily indicative of what the Company could obtain in the market at the reporting date. The Company does not believe that the use of different interest rate assumptions would have resulted in a materially different fair value of notes payable as of December 31, 2011 or 2010. To further assist financial statement users, the Company has included with its fair value disclosures an analysis of interest rate sensitivity. The fair values of the loans on The Pier Shops and Regency Square at December 31, 2010, were estimated at the fair value of the centers, which were collateral for the loans (Note 2).

The estimated fair values of notes payable at December 31, 2011 and 2010 are as follows:
 
2011
 
2010
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Notes payable
$
3,145,602

 
$
3,299,243

 
$
2,656,560

 
$
2,616,986



The fair values of the notes payable are dependent on the interest rates used in estimating the values. An overall 1% increase in rates employed in making these estimates would have decreased the fair values of the debt shown above at December 31, 2011 by $94.7 million or 2.9%.

See Note 5 regarding the fair value of the Unconsolidated Joint Ventures’ notes payable, and Note 10 regarding additional information on derivatives.
Cash Flow Disclosures & Non-Cash Investing and Financing Activities
Cash Flow, Supplemental Disclosures [Text Block]
Cash Flow Disclosures and Non-Cash Investing and Financing Activities

Interest paid in 2011, 2010, and 2009, net of amounts capitalized of $0.4 million, $0.3 million, and $1.3 million, respectively, approximated $117.2 million, $134.6 million, and $141.8 million, respectively. The following non-cash investing and financing activities occurred during 2011, 2010, and 2009:
 
2011
 
2010
 
2009
Issuance of TRG partnership units in connection with acquisitions of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village (Note 2)
$
72,683

 
 
 
 
Assumption of debt in connection with acquisitions of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village (Note 2)
215,439

 
 
 
 
Issuance of installment notes in connection with acquisitions of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village (Note 2)
281,467

 
 
 
 
Conversion of loan receivable and accrued interest to equity in connection with acquisition of TCBL (Note 2)
10,450

 
 
 
 
Issuance of redeemable equity in connection with acquisition of TCBL (Note 2)
11,882

 
 
 
 
Transfer of The Pier Shops and Regency Square in settlement of mortgage debt obligations, net (Note 2)
63,941

 
 
 
 
Other non-cash additions to properties
29,803

 
$
28,678

 
$
14,138



Other non-cash additions to properties primarily represent accrued construction and tenant allowance costs. Various other assets and liabilities were also assumed in connection with the acquisitions of The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village, and TCBL (Note 2)
Quarterly Financial Data
Quarterly Financial Information [Text Block]
Quarterly Financial Data (Unaudited)

The following is a summary of quarterly results of operations for 2011 and 2010:

 
 
2011
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Revenues
 
$
149,634

 
$
149,407

 
$
158,555

 
$
187,322

Equity in income of Unconsolidated Joint Ventures
 
10,146

 
10,886

 
10,958

 
14,074

Net income(1)
 
24,444

 
20,290

 
21,868

 
220,796

Net income attributable to TCO common shareowners
 
10,716

 
8,344

 
8,461

 
149,180

Income from continuing operations per share - basic
 
$
0.27

 
$
0.23

 
$
0.29

 
$
0.53

Earnings per common share – basic(1)
 
$
0.19

 
$
0.15

 
$
0.15

 
$
2.58

Income from continuing operations per share - diluted
 
$
0.26

 
$
0.23

 
$
0.28

 
$
0.52

Earnings per common share – diluted(1)
 
$
0.19

 
$
0.15

 
$
0.14

 
$
2.50



 
 
2010
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Revenues
 
$
145,053

 
$
146,906

 
$
148,029

 
$
186,439

Equity in income of Unconsolidated Joint Ventures
 
9,735

 
9,505

 
9,973

 
16,199

Net income
 
16,813

 
18,484

 
8,458

 
58,572

Net income attributable to TCO common shareowners
 
6,283

 
7,453

 
722

 
33,141

Income from continuing operations per share - basic
 
$
0.18

 
$
0.20

 
$
0.09

 
$
0.66

Earnings per common share – basic
 
$
0.12

 
$
0.14

 
$
0.01

 
$
0.61

Income from continuing operations per share - diluted
 
$
0.17

 
$
0.19

 
$
0.09

 
$
0.65

Earnings per common share – diluted
 
$
0.11

 
$
0.14

 
$
0.01

 
$
0.60



(1)
Amounts include non-cash accounting gains of $126.7 million and $47.4 million, respectively, that were recognized on extinguishment of the debt obligations at The Pier Shops and Regency Square in the fourth quarter of 2011 (Note 2).
Valuation and Qualifying Accounts
Valuation and Qualifying Accounts
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2011, 2010, and 2009
(in thousands)


 
 
 
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, 2011
 
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful receivables
$7,966
 
$2,032
 
 
 
$(2,535)
 
$(4,160)
(1) 
$3,303
Year ended December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful receivables
$6,894
 
$3,363
 
 
 
$(2,291)
 
 
 
$7,966
Year ended December 31, 2009
 
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful receivables
$9,895
 
$2,081
 
 
 
$(5,082)
 
 
 
$6,894

(1) Amounts represent balances associated with The Pier Shops and Regency Square as the centers were transferred to their mortgage lenders during 2011.

See accompanying report of independent registered public accounting firm.
Real Estate and Accumulated Depreciation
Real Estate and Accumulated Depreciation
TAUBMAN CENTERS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2011
(in thousands)
 
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

$
66,715

 
$
275,808

$
275,808

 
$
142,604

$
133,204

$
316,724

 
1982
40 Years
Cherry Creek Shopping Center
Denver, CO
 
99,260

120,367

 
219,627

219,627

 
123,063

96,564

280,000

 
1990
40 Years
Dolphin Mall, Miami, FL
$
34,881

222,518

57,613

$
34,881

280,131

315,012

 
77,655

237,357

290,000

(1) 
2001
50 Years
Fairlane Town Center, Dearborn, MI
17,330

104,668

49,446

17,330

154,114

171,444

 
69,235

102,209

30,000

(1) 
1996
40 Years
The Gardens on El Paseo/
    El Paseo Village
Palm Desert, CA
23,500

132,717

5

23,500

132,722

156,222

 
100

156,122

86,475/
17,059

(2) 
2011
40 Years/
48 Years
Great Lakes Crossing Outlets
Auburn Hills, MI
15,506

188,933

42,440

15,506

231,373

246,879

 
102,214

144,665

129,222

 
1998
50 Years
The Mall at Green Hills
Nashville, TN
46,000

332,261

8

46,000

332,269

378,269

 
301

377,968

111,801

(3) 
2011
40 Years
International Plaza
Tampa, FL
 
300,344

36,436

 
336,780

336,780

 
104,798

231,982

325,000

 
2001
50 Years
MacArthur Center, Norfolk, VA
 
143,471

17,654

 
161,125

161,125

 
56,853

104,272

131,000

 
1999
50 Years
Northlake Mall
Charlotte, NC
22,540

142,947

5,047

22,540

147,994

170,534

 
54,010

116,524

215,500

 
2005
50 Years
The Mall at Partridge Creek
Clinton Township, MI
14,097

119,253

14,285

14,097

133,538

147,635

 
37,939

109,696

81,203

 
2007
50 Years
The Mall at Short Hills
Short Hills, NJ
25,114

167,595

147,894

25,114

315,489

340,603

 
146,742

193,861

540,000

 
1980
40 Years
Stony Point Fashion Park
Richmond, VA
10,677

92,056

12,787

10,677

104,843

115,520

 
42,866

72,654

103,615

 
2003
50 Years
Twelve Oaks Mall
Novi, MI
25,410

190,514

81,083

25,410

271,597

297,007

 
116,311

180,696

 
(1) 
1977
50 Years
The Mall at Wellington Green
Wellington, FL
18,967

182,228

12,619

21,439

192,375

213,814

 
73,194

140,620

200,000

 
2001
50 Years
The Shops at Willow Bend
Plano, TX
26,192

213,234

25,770

26,192

239,004

265,196

 
79,268

185,928

 
 
2001
50 Years
Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
Office Facilities
 
 
27,577

 
27,577

27,577

 
19,847

7,730

 
 
 
 
Peripheral Land
46,525

 
 
46,525

 
46,525

 
 
46,525

 
 
 
 
Construction in Process and Development - pre-construction costs
46,700

 
15,479

46,700

15,479

62,179

 
 
62,179

 
 
 
 
Assets under CDD Obligations
4,164

61,411

 
4,164

61,411

65,575

 
23,831

41,744

 
 
 
 
Other
 
7,623

 
 
7,623

7,623

 
1,112

6,511

 
 
 
 
Total
$
377,603

$
2,910,126

$
733,225

$
380,075

$
3,640,879

$
4,020,954

(4) 
$
1,271,943

$
2,749,011

 
 
 
 

The changes in total real estate assets and accumulated depreciation for the years ended December 31, 2011, 2010 and 2009 are as follows:

 
Total Real Estate Assets
 
 
Accumulated Depreciation
 
 
2011
 
2010
 
2009
 
 
2011
 
2010
 
2009
 
Balance, beginning of year
$
3,528,297

 
$
3,496,853

 
$
3,699,480

 
Balance, beginning of year
$
(1,199,247
)
 
$
(1,100,610
)
 
$
(1,049,626
)
 
Acquisitions
543,136

(5) 
 
 
 
 
Depreciation - continuing operations
(117,466
)
 
(136,824
)
 
(129,306
)
 
New development and improvements
76,026

 
79,023

 
52,772

 
Depreciation - discontinued operations
(9,764
)
 
(8,108
)
 
(10,352
)
 
Disposals/Write-offs
(123,839
)
(6) 
(46,737
)
 
(256,404
)
(6)(7) 
Disposals/Write-offs
54,534

(6) 
46,295

 
88,690

(7) 
Transfers In/(Out)
(2,666
)
 
(842
)
 
1,005

 
Transfers In/(Out)

 
 
 
(16
)
 
Balance, end of year
$
4,020,954

 
$
3,528,297

 
$
3,496,853

 
Balance, end of year
$
(1,271,943
)
 
$
(1,199,247
)
 
$
(1,100,610
)
 

(1)
These centers are collateral for the Company’s $650 million line of credit. Borrowings under the line of credit are primary obligations of the entities owning these centers.
(2)
Balances represent the two different mortgage notes held separately on The Gardens on El Paseo and El Paseo Village for $86.5 million and $17.1 million which include $0.3 million and $5.0 million, respectively, of purchase accounting premiums.
(3)
Balance includes $4.2 million purchase accounting premium.
(4)
The unaudited aggregate cost for federal income tax purposes as of December 31, 2011 was $4.390 billion.
(5)
Includes costs relating to the purchase of The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village.
(6)
In 2011, includes the book balances of property assets of The Pier Shops and Regency Square that were transferred to the mortgage lenders. The book balances, net of depreciation, were $25.7 million and $35.9 million, respectively. In 2009, the Company wrote down The Pier Shops and Regency Square to their fair values. The impairment charges were $107.7 million and $59.0 million, respectively.
(7)
As a result of the impairments of The Pier Shops and Regency Square in 2009, the related accumulated depreciation was set to zero.


See accompanying report of independent registered public accounting firm.
Summary of Significant Accounting Policies (Policies)
Depreciation and Amortization

Buildings, improvements and equipment are primarily depreciated on straight-line bases over the estimated useful lives of the assets, which generally range from 3 to 50 years. Capital expenditures that are recoverable from tenants are depreciated over the estimated recovery period. Intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Tenant allowances are depreciated on a straight-line basis over the shorter of the useful life of the leasehold improvements or the lease term. Deferred leasing costs are amortized on a straight-line basis over the lives of the related leases. In the event of early termination of such leases, the unrecoverable net book values of the assets are recognized as depreciation and amortization expense in the period of termination.

Capitalization

Direct and indirect costs that are clearly related to the acquisition, development, construction and improvement of properties are capitalized. Compensation costs are allocated based on actual time spent on a project. Costs incurred on real estate for ground leases, property taxes, insurance, and interest costs for qualifying assets are capitalized during periods in which activities necessary to get the property ready for its intended use are in progress.

The viability of all projects under construction or development, including those owned by Unconsolidated Joint Ventures, are regularly evaluated on an individual basis under the accounting for abandonment of assets or changes in use. To the extent a project, or individual components of the project, are no longer considered to have value, the related capitalized costs are charged against operations. Additionally, all properties are reviewed for impairment on an individual basis whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Impairment of a shopping center owned by consolidated entities is recognized when the sum of expected cash flows (undiscounted and without interest charges) is less than the carrying value of the property. Other than temporary impairment of an investment in an Unconsolidated Joint Venture is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value, including the results of discounted cash flow and other valuation techniques. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is charged to income.

In leasing a shopping center space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership, for accounting purposes, of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, the Company capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Factors considered during this evaluation usually include (1) who holds legal title to the improvements, (2) evidentiary requirements concerning the spending of the tenant allowance, and (3) other controlling rights provided by the lease agreement (e.g. unilateral control of the tenant space during the build-out process). Determination of the accounting for a tenant allowance is made on a case-by-case basis, considering the facts and circumstances of the individual tenant lease. Substantially all of the Company’s tenant allowances have been determined to be leasehold improvements

Acquisitions

The Company recognizes the assets acquired, the liabilities assumed, and any noncontrolling interests in the acquiree at their fair values as of the acquisition date. The cost of acquiring a controlling ownership interest or an additional ownership interest (if not already consolidated) is allocated to the tangible assets acquired (such as land and building) and to any identifiable intangible assets based on their estimated fair values at the date of acquisition. The fair value of a property is determined on an “as-if-vacant” basis. Management considers various factors in estimating the "as-if-vacant" value including an estimated lease up period, lost rents and carrying costs. The identifiable intangible assets would include the estimated value of “in-place” leases, above and below market “in-place” leases, and tenant relationships. The portion of the purchase price that management determines should be allocated to identifiable intangible assets is amortized in depreciation and amortization or as an adjustment to rental revenue, as appropriate, over the estimated life of the associated intangible asset (for instance, the remaining life of the associated tenant lease). The Company records goodwill when the cost of an acquired entity exceeds the net of the amounts assigned to assets acquired and liabilities assumed. Acquisition-related costs, including due diligence costs, professional fees, and other costs to effect an acquisition, are expensed as incurred
Organization and Basis of Presentation

General

Taubman Centers, Inc. (the Company or TCO) is a Michigan corporation that operates as a self-administered and self-managed real estate investment trust (REIT). The Taubman Realty Group Limited Partnership (the Operating Partnership or TRG) is a majority-owned partnership subsidiary of TCO that owns direct or indirect interests in all of the company’s real estate properties. In this report, the term “Company" refers to TCO, the Operating Partnership, and/or the Operating Partnership's subsidiaries as the context may require. The Company engages in the ownership, management, leasing, acquisition, disposition, development, and expansion of regional and super-regional retail shopping centers and interests therein. The Company’s owned portfolio as of December 31, 2011 included 23 urban and suburban shopping centers in 11 states.

Taubman Properties Asia LLC and its subsidiaries (Taubman Asia), which is the platform for the Company’s expansion into China and South Korea, is headquartered in Hong Kong.

Dollar amounts presented in tables within the notes to the financial statements are stated in thousands, except share data or as otherwise noted. Certain reclassifications have been made to prior year amounts to conform with current year classifications. Expenses for promotion and advertising of shopping centers that were previously classified in Other Operating are now included in Maintenance, Taxes, Utilities, and Promotion Expense. Restricted Cash, which was previously classified in Deferred Charges and Other Assets, is now shown separately in the Consolidated Balance Sheet. Amounts for 2009 and 2010 have been reclassified to conform to the 2011 classification. Income statement amounts for properties disposed of have been reclassified to discontinued operations for all periods presented. In addition, certain income statement related disclosures in the accompanying footnotes exclude amounts that have been reclassified to discontinued operations.

Consolidation

The consolidated financial statements of the Company include all accounts of the Company, the Operating Partnership, and its consolidated subsidiaries, including The Taubman Company LLC (the Manager) and Taubman Asia. All intercompany transactions have been eliminated. The entities included in these consolidated financial statements are separate legal entities and maintain records and books of account separate from any other entity. However, inclusion of these separate entities in the consolidated financial statements does not mean that the assets and credit of each of these legal entities are available to satisfy the debts or other obligations of any other such legal entity included in the consolidated financial statements.

Investments in entities not controlled but over which the Company may exercise significant influence (Unconsolidated Joint Ventures or UJVs) are accounted for under the equity method. The Company has evaluated its investments in the Unconsolidated Joint Ventures under guidance for determining whether an entity is a variable interest entity and has concluded that the ventures are not variable interest entities. Accordingly, the Company accounts for its interests in these entities under general accounting standards for investments in real estate ventures (including guidance for determining effective control of a limited partnership or similar entity). The Company’s partners or other owners in these Unconsolidated Joint Ventures have substantive participating rights including approval rights over annual operating budgets, capital spending, financing, admission of new partners/members, or sale of the properties and the Company has concluded that the equity method of accounting is appropriate for these interests. Specifically, the Company’s 79% investment in Westfarms is through a general partnership in which the other general partners have approval rights over annual operating budgets, capital spending, refinancing, or sale of the property.

The Operating Partnership

At December 31, 2011, the Operating Partnership’s equity included two classes of preferred equity (Series G and H) and the net equity of the partnership unitholders (Note 14). Net income and distributions of the Operating Partnership are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in the Operating Partnership in accordance with their percentage ownership. The Series G and Series H Preferred Equity are owned by the Company and are eliminated in consolidation.

At December 31, 2010 and 2009, the Operating Partnership’s equity included a third class of preferred equity (Series F). In October 2011, the Series F Preferred Equity was redeemed. The Series F Preferred Equity was owned by an institutional investor and accounted for as a noncontrolling interest of the Company (Note 9). See Note 14 for information related to the redemption.

The partnership equity of the Operating Partnership and the Company's ownership therein are shown below:
Year
 
TRG units outstanding at December 31
 
TRG units owned by TCO at December 31(1)
 
TRG units owned by noncontrolling interests at December 31
 
TCO's % interest in TRG at December 31
 
TCO's average interest in TRG
2011
 
84,502,883

 
58,022,475

 
26,480,408

 
69%
 
69%
2010
 
80,947,630

 
54,696,054

 
26,251,576

 
68
 
67
2009
 
80,699,271

 
54,321,586

 
26,377,685

 
67
 
67

(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.

Outstanding voting securities of the Company at December 31, 2011 consisted of 26,461,958 shares of Series B Preferred Stock (Note 14) and 58,022,475 shares of Common Stock.
Revenue Recognition

Shopping center space is generally leased to tenants under short and intermediate term leases that are accounted for as operating leases. Minimum rents are recognized on the straight-line method. Percentage rent is accrued when lessees' specified sales targets have been met. For traditional net leases, where tenants reimburse the landlord for an allocation of reimbursable costs incurred, the Company recognizes revenue in the period the applicable costs are chargeable to tenants. For tenants paying a fixed common area maintenance charge (which typically includes fixed increases over the lease term), the Company recognizes revenue on a straight-line basis over the lease terms. Management, leasing, and development revenue is recognized as services are rendered, when fees due are determinable, and collectibility is reasonably assured. Fees for management, leasing, and development services are established under contracts and are generally based on negotiated rates, percentages of cash receipts, and/or actual costs incurred. Fixed-fee development services contracts are generally accounted for under the percentage-of-completion method, using cost to cost measurements of progress. Profits on real estate sales are recognized whenever (1) a sale is consummated, (2) the buyer has demonstrated an adequate commitment to pay for the property, (3) the Company’s receivable is not subject to future subordination, and (4) the Company has transferred to the buyer the risks and rewards of ownership. Other revenues, including fees paid by tenants to terminate their leases, are recognized when fees due are determinable, no further actions or services are required to be performed by the Company, and collectibility is reasonably assured. Taxes assessed by government authorities on revenue-producing transactions, such as sales, use, and value-added taxes, are primarily accounted for on a net basis on the Company’s income statement

Allowance for Doubtful Accounts and Notes

The Company records a provision for losses on accounts receivable to reduce them to the amount estimated to be collectible. The Company records a provision for losses on notes receivable to reduce them to the present value of expected future cash flows discounted at the loans’ effective interest rates or the fair value of the collateral if the loans are collateral dependent
Consolidation

The consolidated financial statements of the Company include all accounts of the Company, the Operating Partnership, and its consolidated subsidiaries, including The Taubman Company LLC (the Manager) and Taubman Asia. All intercompany transactions have been eliminated. The entities included in these consolidated financial statements are separate legal entities and maintain records and books of account separate from any other entity. However, inclusion of these separate entities in the consolidated financial statements does not mean that the assets and credit of each of these legal entities are available to satisfy the debts or other obligations of any other such legal entity included in the consolidated financial statements.

Investments in entities not controlled but over which the Company may exercise significant influence (Unconsolidated Joint Ventures or UJVs) are accounted for under the equity method. The Company has evaluated its investments in the Unconsolidated Joint Ventures under guidance for determining whether an entity is a variable interest entity and has concluded that the ventures are not variable interest entities. Accordingly, the Company accounts for its interests in these entities under general accounting standards for investments in real estate ventures (including guidance for determining effective control of a limited partnership or similar entity). The Company’s partners or other owners in these Unconsolidated Joint Ventures have substantive participating rights including approval rights over annual operating budgets, capital spending, financing, admission of new partners/members, or sale of the properties and the Company has concluded that the equity method of accounting is appropriate for these interests. Specifically, the Company’s 79% investment in Westfarms is through a general partnership in which the other general partners have approval rights over annual operating budgets, capital spending, refinancing, or sale of the property.


Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity of 90 days or less at the date of purchase. Included in cash equivalents is $12.6 million and $9.0 million at December 31, 2011 and 2010, respectively, invested in a single investment company's money market fund, which are not insured or guaranteed by the FDIC or any other government agency

Deferred Charges and Other Assets

Direct financing costs are deferred and amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related agreements as a component of interest expense. Direct costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. Cash expenditures for leasing costs are recognized in the Statement of Cash Flows as operating activities. All other deferred charges are amortized on a straight-line basis over the terms of the agreements to which they relate

Share-Based Compensation Plans

The cost of share-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized over the requisite employee service period which is generally the vesting period of the grant. The Company recognizes compensation costs for awards with graded vesting schedules on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards

Interest Rate Hedging Agreements

All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If a derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income (OCI) and are recognized in the income statement when the hedged item affects income. Ineffective portions of changes in the fair value of a cash flow hedge are recognized in the Company’s income as interest expense.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items

Income Taxes

The Company operates in such a manner as to qualify as a REIT under the applicable provisions of the Internal Revenue Code; therefore, REIT taxable income is included in the taxable income of its shareowners, to the extent distributed by the Company. To qualify as a REIT, the Company must distribute at least 90% of its REIT taxable income prior to net capital gains to its shareowners and meet certain other requirements. Additionally, no provision for federal income taxes for consolidated partnerships has been made, as such taxes are the responsibility of the individual partners. There are certain state income taxes incurred which are provided for in the Company’s financial statements.

The Company has made Taxable REIT Subsidiary (TRS) elections for all of its corporate subsidiaries pursuant to section 856(I) of the Internal Revenue Code. The TRSs are subject to corporate level income taxes, including certain foreign income taxes for foreign operations, which are provided for in the Company’s financial statements.

Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence, including expected taxable earnings. The Company’s temporary differences primarily relate to deferred compensation, depreciation and net operating loss carryforwards

Noncontrolling Interests

Noncontrolling interests in the Company are comprised of the ownership interests of (1) noncontrolling interests in the Operating Partnership and (2) the noncontrolling interests in joint ventures controlled by the Company through ownership or contractual arrangements. Consolidated net income and comprehensive income includes amounts attributable to the Company and the noncontrolling interests. Transactions that change the Company's ownership interest in a subsidiary are accounted for as equity transactions if the Company retains its controlling financial interest in the subsidiary. A gain or loss is recognized upon the deconsolidation of a subsidiary.
The Company evaluates whether noncontrolling interests are subject to any redemption features outside of the Company's control that would result in presentation outside of permanent equity pursuant to general accounting standards regarding the classification and measurement of redeemable equity instruments. Certain noncontrolling interests in the Operating Partnership and consolidated ventures of the Company qualify as redeemable noncontrolling interests (Note 9). To the extent such noncontrolling interests are currently redeemable or it is probable that they will eventually become redeemable, these interests are adjusted to the greater of their redemption value or their carrying value at each balance sheet date.

Discontinued Operations

The Company reclassifies to discontinued operations any material operations and gains or losses on disposal related to consolidated properties disposed of during the period. In 2011, the Company disposed of two centers and reported gains on the extinguishment of debt in the Statement of Operations and Comprehensive Income (Note 2).

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates
Segments and Related Disclosures

The Company has one reportable operating segment: it owns, develops, and manages regional shopping centers. The Company has aggregated its shopping centers into this one reportable segment, as the shopping centers share similar economic characteristics and other similarities. The shopping centers are located in major metropolitan areas, have similar tenants (most of which are national chains), are operated using consistent business strategies, and are expected to exhibit similar long-term financial performance. Earnings before interest, income taxes, depreciation, and amortization (EBITDA) is often used by the Company's chief operating decision makers in assessing segment operating performance. EBITDA is believed to be a useful indicator of operating performance as it is customary in the real estate and shopping center business to evaluate the performance of properties on a basis unaffected by capital structure.

No single retail company represents 10% or more of the Company's revenues. Although the Company does business in China, South Korea and Hong Kong, there are not yet any material revenues from customers or long-lived assets attributable to a country other than the United States of America
Acquisitions, Dispositions and Development (Tables)
Schedule of Purchase Price Allocation [Table Text Block]
 
 
Allocation of purchase price
 
Properties:
 
 
 
Land
$
74,200

 
 
Buildings, improvements, and equipment
468,936

 
 
Total additions to properties
$
543,136

 
Deferred charges and other assets:
 
 
 
In-place leases
29,831

 
 
Total assets acquired
$
572,967

 
 
 
 
 
Accounts payable and accrued liabilities:
 
 
 
Below market rents
$
(3,377
)
 
Mortgage notes payable:
 
 
 
Premium for above market interest rates
(9,590
)
 
 
Total liabilities acquired
$
(12,967
)
 
 
Net assets acquired
$
560,000

 
Income Taxes (Tables)

 
2011
 
2010
 
2009
State current
$
551

 
$
907

 
$
1,017

State deferred
(366
)
 
(183
)
 
385

Federal current
217

 
45

 


Federal deferred
158

 


 


Foreign current
50

 
(35
)
 
255

Total income tax expense
$
610

 
$
734

 
$
1,657

Tax Year
 
Expiration
 
Amount
2007
 
2027
 
$
273

2008
 
2028
 
5,326

2009
 
2029
 
286


 
2011
 
2010
Deferred tax assets:
 
 
 
Federal
$
3,655

 
$
8,589

Foreign
1,196

 
2,361

State
232

 
6,786

Total deferred tax assets
$
5,083

 
$
17,736

Valuation allowances
(1,373
)
 
(10,199
)
Net deferred tax assets
$
3,710

 
$
7,537

Deferred tax liabilities:
 

 
 

Federal
$
623

 
$
607

State
121

 
4,171

Total deferred tax liabilities
$
744

 
$
4,778

Year
 
Dividends per common share declared
 
Return of capital
 
Ordinary income
 
15% Rate long term capital gain
 
Unrecaptured Sec. 1250 capital gain
2011
 
$
1.7625

 
$
0.4455

 
$
1.3170

 
$
0.0000

 
$
0.0000

2010
 
1.8659

(1) 
0.0780

 
1.2732

 
0.5147

 
0.0000

2009
 
1.6600

 
0.6467

 
1.0133

 
0.0000

 
0.0000

Year
 
Dividends per Series G Preferred share declared
 
Ordinary income
 
15% Rate long term capital gain
 
Unrecaptured Sec. 1250 capital gain
2011
 
$
2.000

 
$
2.0000

 
$
0.0000

 
$
0.0000

2010
 
2.000

 
1.4483

 
0.5517

 
0.0000

2009
 
2.000

 
2.0000

 
0.0000

 
0.0000

Year
 
Dividends per Series H Preferred share declared
 
Ordinary income
 
15% Rate long term capital gain
 
Unrecaptured Sec. 1250 capital gain
2011
 
$
1.90625

 
$
1.90625

 
$
0.0000

 
$
0.0000

2010
 
1.90625

 
1.38045

 
0.5258

 
0.0000

2009
 
1.90625

 
1.90625

 
0.0000

 
0.0000

Properties (Tables)
Schedule of Real Estate Properties [Table Text Block]
 
2011
 
2010
Land
$
333,375

 
$
271,662

Buildings, improvements, and equipment
3,625,400

 
3,194,309

Construction in process
15,479

 
15,626

Development pre-construction costs
46,700

 
46,700

 
$
4,020,954

 
$
3,528,297

Accumulated depreciation and amortization
(1,271,943
)
 
(1,199,247
)
 
$
2,749,011

 
$
2,329,050

Investments in Unconsolidated Joint Ventures (Tables)
 
December 31 2011
 
December 31
2010
Assets:
 
 
 
Properties
$
1,107,314

 
$
1,092,916

Accumulated depreciation and amortization
(446,059
)
 
(417,712
)
 
$
661,255

 
$
675,204

Cash and cash equivalents
22,042

 
21,339

Accounts and notes receivable, less allowance for doubtful accounts of $1,422 and $1,471 in 2011 and 2010
24,628

 
26,288

Deferred charges and other assets
21,289

 
18,891

 
$
729,214

 
$
741,722

 
 
 
 
Liabilities and accumulated deficiency in assets:
 

 
 

Notes payable
$
1,138,808

 
$
1,125,618

Accounts payable and other liabilities
55,737

 
37,292

TRG's accumulated deficiency in assets
(244,758
)
 
(224,636
)
Unconsolidated Joint Venture Partners' accumulated deficiency in assets
(220,573
)
 
(196,552
)
 
$
729,214

 
$
741,722

 
 
 
 
TRG's accumulated deficiency in assets (above)
$
(244,758
)
 
$
(224,636
)
TRG basis adjustments, including elimination of intercompany profit
67,282

 
68,682

TCO's additional basis
60,801

 
62,747

Net Investment in Unconsolidated Joint Ventures
$
(116,675
)
 
$
(93,207
)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
192,257

 
170,329

Investment in Unconsolidated Joint Ventures
$
75,582

 
$
77,122


 
Year Ended December 31
 
2011
 
2010
 
2009
Revenues
$
266,455

 
$
270,391

 
$
272,535

Maintenance, taxes, utilities, promotion, and other operating expenses
$
84,922

 
$
90,680

 
$
95,775

Litigation charges

 

 
38,500

Interest expense
61,034

 
63,835

 
64,405

Depreciation and amortization
38,389

 
37,234

 
38,396

Total operating costs
$
184,345

 
$
191,749

 
$
237,076

Nonoperating income
162

 
2

 
87

Net income
$
82,272

 
$
78,644

 
$
35,546

 
 
 
 
 
 
Net income attributable to TRG
$
46,208

 
$
45,092

 
$
10,748

Realized intercompany profit, net of depreciation on TRG’s basis adjustments
1,802

 
2,266

 
2,686

Depreciation of TCO's additional basis
(1,946
)
 
(1,946
)
 
(1,946
)
Equity in income of Unconsolidated Joint Ventures
$
46,064

 
$
45,412

 
$
11,488

 
 
 
 
 
 
Beneficial interest in Unconsolidated Joint Ventures’ operations:
 

 
 

 
 

Revenues less maintenance, taxes, utilities, promotion, and other operating expenses
$
100,773

 
$
100,682

 
$
67,815

Interest expense
(31,607
)
 
(33,076
)
 
(33,427
)
Depreciation and amortization
(23,102
)
 
(22,194
)
 
(22,900
)
Equity in income of Unconsolidated Joint Ventures
$
46,064

 
$
45,412

 
$
11,488

Shopping Center
Ownership as of
December 31, 2011 and 2010
Arizona Mills
50%
Fair Oaks
50
The Mall at Millenia
50
Stamford Town Center
50
Sunvalley
50
Waterside Shops
25
Westfarms
79
Accounts and Notes Receivable (Tables)
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]
 
2011
 
2010
Trade
$
31,462

 
$
24,515

Notes
6,968

 
10,517

Straight-line rent and recoveries
24,863

 
22,840

 
$
63,293

 
$
57,872

Less: Allowance for doubtful accounts and notes
(3,303
)
 
(7,966
)
 
$
59,990

 
$
49,906

Deferred Charges Other Assets (Tables)
Deferred Charges and Other Assets [Table Text Block]
 
2011
 
2010
Leasing costs
$
37,026

 
$
37,780

Accumulated amortization
(17,259
)
 
(17,282
)
 
$
19,767

 
$
20,498

In-place leases, net (Note 2)
29,632

 
 
Goodwill (Note 2)
22,884

 
 
Funding of development project (below)
20,882

 
 
Deferred financing costs, net
11,200

 
5,399

Insurance deposit (Note 17)
10,708

 
10,135

Prepaid expenses
3,923

 
3,487

Deferred tax asset, net
3,710

 
7,537

Investments (Note 17)
2,158

 
2,061

Interest rate contract (Note 10)
 
 
4,856

Intangibles, net
 
 
252

Other, net
6,576

 
8,266

 
$
131,440

 
$
62,491

Beneficial Interest in Debt and Interest Expense (Tables)
 
2011
 
2010
 
Stated Interest Rate
 
Maturity Date
 
Balance Due on Maturity
 
Facility Amount
 
Beverly Center
$
316,724

 
$
322,700

 
5.28%
 
02/11/14
 
$
303,277

 
 
 
Cherry Creek Shopping Center
280,000

 
280,000

 
5.24%
 
06/08/16
 
280,000

 
 
 
Dolphin Mall
290,000

 
 
 
LIBOR + 1.75%
 
01/29/15
(1) 
290,000

 
 
(1) 
Dolphin Mall
 
 
10,000

 
LIBOR + 0.70%
 
 
(1) 
 
 
 
(1) 
El Paseo Village
17,059

(2 
) 
 
 
4.42%
 
12/06/15
 
15,565

 
 
 
Fairlane Town Center
30,000

 
 
 
LIBOR + 1.75%
 
01/29/15
(1) 
30,000

 
 
(1) 
Fairlane Town Center
 
 
80,000

 
LIBOR + 0.70%
 
 
(1) 
 
 
 
(1) 
Great Lakes Crossing Outlets
129,222

 
132,262

 
5.25%
 
03/11/13
 
125,507

 
 

 
International Plaza
325,000

 
 
 
4.85%
 
12/01/21
 
285,503

 
 

 
International Plaza
 
 
325,000

 
LIBOR + 1.15%
(3) 
 
 
 
 
 
 
MacArthur Center
131,000

 
131,000

 
LIBOR + 2.35%
(4) 
09/01/20
 
117,234

 
 

 
Northlake Mall
215,500

 
215,500

 
5.41%
 
02/06/16
 
215,500

 
 

 
Regency Square
 
(5) 
72,690

 
 
 
 
 
 
(5) 
 

 
Stony Point Fashion Park
103,615

 
105,484

 
6.24%
 
06/01/14
 
98,585

 
 

 
The Gardens on El Paseo
86,475

(6) 
 
 
6.10%
 
06/11/16
 
81,480

 
 
 
The Mall at Green Hills
111,801

(7) 
 
 
6.89%
 
12/01/13
 
105,045

 
 
 
The Mall at Partridge Creek
81,203

 
82,140

 
6.15%
 
07/06/20
 
70,433

 
 

 
The Mall at Short Hills
540,000

 
540,000

 
5.47%
 
12/14/15
 
540,000

 
 

 
The Mall at Wellington Green
200,000

 
200,000

 
5.44%
 
05/06/15
 
200,000

 
 

 
The Pier Shops at Caesars  
 
(8) 
135,000

 
 
 
 
 
 

 
 

 
Twelve Oaks Mall
 
 
 

 
LIBOR + 1.75%
 
01/29/15
(1) 
 

 
 
(1) 
Twelve Oaks Mall
 
 
 
 
LIBOR + 0.70%
 
 
(1) 
 
 
 
(1) 
Line of Credit
6,536

 
24,784

 
LIBOR + 1.00%
 
04/30/12
 
6,536

 
65,000

(9) 
 
$
2,864,135

 
$
2,656,560

 
 
 
 
 
 

 
 

 
2012
$
20,950

 
2013
243,842

 
2014
406,241

 
2015
1,083,548

(1)
2016
585,092

 
Thereafter
514,974

 
Total principal maturities
$
2,854,647

 
Net unamortized debt premiums
9,488

 
Total mortgages
$
2,864,135

 
 
At 100%
 
At Beneficial Interest
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
Debt as of:
 
 
 
 
 
 
 
December 31, 2011
$
3,145,602

 
$
1,138,808

 
$
2,816,877

 
$
580,557

December 31 2010
2,656,560

 
1,125,618

 
2,297,460

(1) 
575,103

 
 
 
 
 
 
 
 
Capitalized interest:
 

 
 

 
 

 
 

Year Ended December 31, 2011
$
422

 
 

 
$
422

 
 

Year Ended December 31, 2010
319

 
 
 
319

 
 
 
 
 
 
 
 
 
 
Interest expense from continuing operations:
 

 
 

 
 

 
 

Year Ended December 31, 2011
$
122,277

 
$
61,034

 
$
110,147

 
$
31,607

Year Ended December 31, 2010
132,362

 
63,835

 
114,504

 
33,076

 
 
 
 
 
 
 
 
Interest expense from discontinued operations (2):
 
 
 
 
 
 
 
Year Ended December 31, 2011
$
21,427

 
 
 
$
21,427

 
 
Year Ended December 31, 2010
20,346

 
 
 
16,980

(1) 
 
Center
Loan Balance as of 12/31/11
 
TRG's Beneficial Interest in Loan Balance as of 12/31/11
 
Amount of Loan Balance Guaranteed by TRG as of 12/31/11
 
% of Loan Balance Guaranteed by TRG
 
% of Interest Guaranteed by TRG
 
(in millions)
 
 
 
 
Dolphin Mall
$
290.0

 
$
290.0

 
$
290.0

 
100
%
 
100
%
Fairlane Town Center
30.0

 
30.0

 
30.0

 
100
%
 
100
%
Twelve Oaks Mall

 

 

 
100
%
 
100
%
Noncontrolling Interests (Tables)
 
2011
Balance January 1, 2011
$

Issuance of redeemable noncontrolling interest (Note 2)
11,882

Issuance of redeemable noncontrolling interest (Note 2)
72,683

Contributions
794

Allocation of net loss
(739
)
Comprehensive income (loss)
(10
)
Distributions
(66
)
Adjustments of redeemable noncontrolling interests
(309
)
Balance December 31, 2011
$
84,235

 
2011
 
2010
Non-redeemable noncontrolling interests:
 
 
 
Noncontrolling interests in consolidated joint ventures
$
(101,872
)
 
$
(100,355
)
Noncontrolling interests in partnership equity of TRG
(22,452
)
 
(93,012
)
TRG Series F preferred equity (Note 14)
 
 
29,217

 
$
(124,324
)
 
$
(164,150
)
 
2011
 
2010
 
2009
Net income (loss) attributable to noncontrolling interests:
 
 
 
 
 
Non-redeemable noncontrolling interests:
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
$
15,477

 
$
9,859

 
$
3,115

Noncontrolling share of income (loss) of TRG
80,161

 
26,219

 
(31,224
)
TRG Series F preferred distributions
(372
)
 
2,460

 
2,460

 
$
95,266

 
$
38,538

 
$
(25,649
)
Redeemable noncontrolling interests
(739
)
 
(79
)
 
 
 
$
94,527

 
$
38,459

 
$
(25,649
)
 
2011
 
2010
 
2009
Net income (loss) attributable to Taubman Centers, Inc. common shareowners
$
176,701

 
$
47,599

 
$
(69,706
)
Transfers (to) from the noncontrolling interest –
 

 
 

 
 
Decrease in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest (1)
(40,561
)
 
(988
)
 
(483
)
Net transfers (to) from noncontrolling interests
(40,561
)
 
(988
)
 
(483
)
Change from net income (loss) attributable to Taubman Centers, Inc. and transfers (to) from noncontrolling interests
$
136,140

 
$
46,611

 
$
(70,189
)

(1)
In 2011, 2010 and 2009, adjustments of the noncontrolling interest were made as a result of changes in the Company's ownership of the Operating Partnership in connection with the Company's issuance of common stock (Note 14), share-based compensation under employee and director benefit plans (Note 13), issuances of stock pursuant to the Continuing Offer (Note 13), and issuances of Operating Partnership units in connection with the acquisition of centers (Note 2).
Derivative and Hedging Activities (Tables)
As of December 31, 2011, the Company had the following outstanding interest rate derivatives that were designated and are expected to be effective as cash flow hedges of the interest payments on the associated debt.
Instrument Type
 
Ownership
 
Notional Amount
 
Swap Rate
 
Credit Spread on Loan
 
Total Swapped Rate on Loan
 
Maturity Date
Consolidated Subsidiaries:
 
 
 
 
 
 
 
 
 
 
 
 
Receive variable (LIBOR) /pay-fixed swap (1)
 
95.0
%
 
$
131,000

 
2.64
%
 
2.35
%
 
4.99
%
 
September 2020
Unconsolidated Joint Ventures:
 
 

 
 

 
 

 
 

 
 

 
 
Receive variable (LIBOR) /pay-fixed swap
 
50.0
%
 
30,000

 
5.05
%
 
0.90
%
 
5.95
%
 
November 2012
Receive variable (LIBOR) /pay-fixed swap (2)
 
50.0
%
 
137,500

 
2.40
%
 
1.70
%
 
4.10
%
 
April 2018
Receive variable (LIBOR) /pay-fixed swap (2)
 
50.0
%
 
137,500

 
2.40
%
 
1.70
%
 
4.10
%
 
April 2018
During the years ended December 31, 2011, 2010 and 2009 the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

 
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
 
Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
 
2011
 
2010
 
2009
 
 
 
2011
 
2010
 
2009
Derivatives in cash flow hedging relationships:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts – consolidated subsidiaries
$
(13,609
)
 
$
15,351

 
$
6,402

 
Interest Expense
 
$
(3,488
)
 
$
(12,876
)
 
$
(11,474
)
Interest rate contracts – UJVs
(7,081
)
 
2,494

 
1,516

 
Equity in Income of UJVs
 
(2,788
)
 
(3,945
)
 
(3,761
)
Total derivatives in cash flow hedging relationships
$
(20,690
)
 
$
17,845

 
$
7,918

 
 
 
$
(6,276
)
 
$
(16,821
)
 
$
(15,235
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Realized losses on settled cash flow hedges:
 

 
 

 
 
 
 
 
 

 
 

 
 
Interest rate contracts – consolidated subsidiaries
 

 
 

 
 
 
Interest Expense
 
$
(839
)
 
$
(886
)
 
$
(886
)
Interest rate contract – UJVs
 

 
 

 
 
 
Equity in Income of UJVs
 
(376
)
 
(376
)
 
(376
)
Total realized losses on settled cash flow hedges
 

 
 

 
 
 
 
 
$
(1,215
)
 
$
(1,262
)
 
$
(1,262
)

The Company records all derivative instruments at fair value in the Consolidated Balance Sheet. The following table presents the location and fair value of the Company’s derivative financial instruments as reported in the Consolidated Balance Sheet as of December 31, 2011 and 2010.

 
 
 
Fair Value
 
Consolidated Balance Sheet Location
 
December 31 2011
 
December 31 2010
Derivatives designated as hedging instruments:
 
 
 
 
 
Asset derivatives-
 
 
 
 
 
Interest rate contract – consolidated subsidiaries
Deferred Charges and Other Assets
 
 
 
$
4,856

Liability derivatives:
 
 
 

 
 

Interest rate contract – consolidated subsidiaries
Accounts Payable and Accrued Liabilities
 
$
(9,044
)
 
$
(291
)
Interest rate contracts – UJVs
Investment in UJVs
 
(9,045
)
 
(1,964
)
Total liabilities designated as hedging instruments
 
 
$
(18,089
)
 
$
(2,255
)
Leases (Tables)
2012
$
11,286

2013
11,196

2014
9,901

2015
7,454

2016
6,821

Thereafter
390,962

2012
$
347,581

2013
323,540

2014
295,431

2015
260,624

2016
224,673

Thereafter
720,831

Share-Based Compensation (Tables)
Summary of Options, Performance Share Units, and Restricted Share Units activity
A summary of RSU activity for the years ended December 31, 2011, 2010, and 2009 is presented below:
 
Number of Restricted Stock Units
 
Weighted average Grant Date Fair Value
Outstanding at January 1, 2009
334,878

 
$
48.57

Granted
368,588

 
8.99

Forfeited
(17,532
)
 
37.00

Redeemed
(118,824
)
 
40.38

Outstanding at December 31, 2009
567,110

 
24.92

Granted
144,588

 
35.37

Forfeited
(2,057
)
 
56.44

Redeemed
(91,757
)
 
14.71

Outstanding at December 31, 2010
617,884

 
22.72

Granted March 2011
105,391

 
47.98

Granted June 2011
1,972

 
53.65

Forfeited
(3,450
)
 
22.19

Redeemed
(115,870
)
 
49.67

Outstanding at December 31, 2011
605,927

 
$
22.06

A summary of PSU activity for the years ended December 31, 2011, 2010 and 2009 is presented below:
 
Number of Performance Stock Units
 
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2009

 
 
Granted
196,943
 
$
15.60

Outstanding at December 31, 2009
196,943
 
$
15.60

Granted
75,413
 
$
63.54

Outstanding at December 31, 2010
272,356

 
$
28.88

Granted
53,795
 
$
85.40

Outstanding at December 31, 2011
326,151
 
$
38.20

 
1st Quarter
2009
 
2nd Quarter
2009
Expected volatility
29.61%
 
40.65%
Expected dividend yield
8.00%
 
7.00%
Expected term (in years)
N/A
 
6
Risk-free interest rate
2.83%
 
2.57%
Weighted average grant-date fair value
$1.35
 
$5.04
 
Number of Options
 
Weighted Average
 Exercise Price
 
Weighted Average Remaining Contractual Term (in years)
 
Range of Exercise Prices
Outstanding at January 1, 2009
1,350,477
 
$
39.73

 
7.2

 
$
29.38

-
$
55.90

Granted
1,439,135
 
14.13

 
 
 
 
 
 
Exercised
(1,140,003)
 
13.98

 
 
 
 
 
 
Forfeited
(20,000)
 
31.31

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2009
1,629,609
 
$
35.24

 
6.8

 
$
13.83

-
$
55.90

Exercised
(176,828)
 
20.75

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2010
1,452,781
 
$
37.00

 
5.7

 
$
13.83

-
$
55.90

Exercised
(130,791)
 
35.66

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2011
1,321,990
 
$
37.13

 
4.8

 
$
13.83

-
$
55.90

 
 
 
 
 
 
 
 
 
 
Fully vested options at December 31, 2011
1,113,661
 
$
38.27

 
5.0

 
 
 
 
Earnings Per Share (Tables)
 
Year Ended December 31
 
2011
 
2010
 
2009
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
 
 
Income from continuing operations
$
75,011

 
$
61,284

 
$
47,853

Income (loss) from discontinued operations
101,690

 
(13,685
)
 
(117,559
)
Basic
$
176,701

 
$
47,599

 
$
(69,706
)
 
 
 
 
 
 
Shares (Denominator) – basic
56,899,966

 
54,569,618

 
53,239,279

 
 
 
 
 
 
Earnings per common share from continuing operations
$
1.32

 
$
1.12

 
$
0.90

Income (loss) from discontinued operations
1.79

 
(0.25
)
 
(2.21
)
Earnings (loss) per common share – basic
$
3.11

 
$
0.87

 
$
(1.31
)



 
Year Ended December 31
 
2011
 
2010
 
2009
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
 
 
Income from continuing operations - basic
$
75,011

 
$
61,284

 
$
47,853

Impact of additional ownership of TRG on income from continuing operations
625

 
428

 
293

Income from continuing operations - diluted
$
75,636

 
$
61,712

 
$
48,146

Income (loss) from discontinued operations - basic
101,690

 
(13,685
)
 
(117,559
)
Impact of additional ownership of TRG on income (loss) from discontinued operations
296

 
(91
)
 
(542
)
Diluted
$
177,622

 
$
47,936

 
$
(69,955
)
 
 
 
 
 
 
Shares – basic
56,899,966

 
54,569,618

 
53,239,279

Effect of dilutive securities
1,629,123

 
1,133,195

 
747,377

Shares (Denominator) – diluted
58,529,089

 
55,702,813

 
53,986,656

 
 
 
 
 
 
Earnings per common share from continuing operations
$
1.29

 
$
1.11

 
$
0.89

Income (loss) from discontinued operations
1.74

 
(0.25
)
 
(2.19
)
Earnings (loss) per common share – diluted
$
3.03

 
$
0.86

 
$
(1.30
)
 
Year Ended December 31
 
2011
 
2010
 
2009
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
 
 
Income from continuing operations
$
75,011

 
$
61,284

 
$
47,853

Income (loss) from discontinued operations
101,690

 
(13,685
)
 
(117,559
)
Basic
$
176,701

 
$
47,599

 
$
(69,706
)
 
 
 
 
 
 
Shares (Denominator) – basic
56,899,966

 
54,569,618

 
53,239,279

 
 
 
 
 
 
Earnings per common share from continuing operations
$
1.32

 
$
1.12

 
$
0.90

Income (loss) from discontinued operations
1.79

 
(0.25
)
 
(2.21
)
Earnings (loss) per common share – basic
$
3.11

 
$
0.87

 
$
(1.31
)
Fair Value Disclosures (Tables)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2009
Notes to Financial Statements [Abstract]
 
 
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
 
Assets and liabilities measured at fair value on a recurring basis
 
Assets measured at fair value on a nonrecurring basis
 
Estimated fair value of notes payable
 
For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:
 
 
Fair Value Measurements as of December 31, 2011 Using
 
Fair Value Measurements as of December 31, 2010 Using
Description
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
Available-for-sale securities
 
$
2,158

 
 
 
$
2,061

 
 
Derivative interest rate contract (Note 10)
 
 

 
 
 
 

 
$
4,856

Insurance deposit
 
10,708

 
 

 
10,135

 
 

Total assets
 
$
12,866

 
 
 
$
12,196

 
$
4,856

 
 
 
 
 
 
 
 
 
Derivative interest rate contract (Note 10)
 
 

 
$
(9,044
)
 
 

 
$
(291
)
Total liabilities
 
 

 
$
(9,044
)
 
 

 
$
(291
)
The estimated fair values of notes payable at December 31, 2011 and 2010 are as follows:
 
2011
 
2010
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Notes payable
$
3,145,602

 
$
3,299,243

 
$
2,656,560

 
$
2,616,986

 
2009
Description
Fair Value Measurements Using Significant Unobservable Inputs
(Level 3)
 
Total Impairment
Losses
The Pier Shops investment
$
52,300

 
$
(107,652
)
Regency Square investment
28,800

 
(59,028
)
Total assets
$
81,100

 
$
(166,680
)
The estimated fair values of notes payable at December 31, 2011 and 2010 are as follows:
 
2011
 
2010
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Notes payable
$
3,145,602

 
$
3,299,243

 
$
2,656,560

 
$
2,616,986

Cash Flow Disclosures & Non-Cash Investing and Financing Activities (Tables)
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]
 
2011
 
2010
 
2009
Issuance of TRG partnership units in connection with acquisitions of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village (Note 2)
$
72,683

 
 
 
 
Assumption of debt in connection with acquisitions of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village (Note 2)
215,439

 
 
 
 
Issuance of installment notes in connection with acquisitions of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village (Note 2)
281,467

 
 
 
 
Conversion of loan receivable and accrued interest to equity in connection with acquisition of TCBL (Note 2)
10,450

 
 
 
 
Issuance of redeemable equity in connection with acquisition of TCBL (Note 2)
11,882

 
 
 
 
Transfer of The Pier Shops and Regency Square in settlement of mortgage debt obligations, net (Note 2)
63,941

 
 
 
 
Other non-cash additions to properties
29,803

 
$
28,678

 
$
14,138

Quarterly Financial Data (Tables)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Schedule of Quarterly Financial Information [Table Text Block]
 
 
2011
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Revenues
 
$
149,634

 
$
149,407

 
$
158,555

 
$
187,322

Equity in income of Unconsolidated Joint Ventures
 
10,146

 
10,886

 
10,958

 
14,074

Net income(1)
 
24,444

 
20,290

 
21,868

 
220,796

Net income attributable to TCO common shareowners
 
10,716

 
8,344

 
8,461

 
149,180

Income from continuing operations per share - basic
 
$
0.27

 
$
0.23

 
$
0.29

 
$
0.53

Earnings per common share – basic(1)
 
$
0.19

 
$
0.15

 
$
0.15

 
$
2.58

Income from continuing operations per share - diluted
 
$
0.26

 
$
0.23

 
$
0.28

 
$
0.52

Earnings per common share – diluted(1)
 
$
0.19

 
$
0.15

 
$
0.14

 
$
2.50

Schedule of Quarterly Financial Information [Table Text Block]
 
 
2010
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Revenues
 
$
145,053

 
$
146,906

 
$
148,029

 
$
186,439

Equity in income of Unconsolidated Joint Ventures
 
9,735

 
9,505

 
9,973

 
16,199

Net income
 
16,813

 
18,484

 
8,458

 
58,572

Net income attributable to TCO common shareowners
 
6,283

 
7,453

 
722

 
33,141

Income from continuing operations per share - basic
 
$
0.18

 
$
0.20

 
$
0.09

 
$
0.66

Earnings per common share – basic
 
$
0.12

 
$
0.14

 
$
0.01

 
$
0.61

Income from continuing operations per share - diluted
 
$
0.17

 
$
0.19

 
$
0.09

 
$
0.65

Earnings per common share – diluted
 
$
0.11

 
$
0.14

 
$
0.01

 
$
0.60

Summary of Significant Accounting Policies (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Schedule of Equity Method Investments [Line Items]
 
 
Number of urban and suburban shopping centers in the Company's owned portfolio
23 
 
Number of states in which the Company has shopping centers
11 
 
Number of reportable segments
one 
 
Real Estate Investment Trust, required distribution
90.00% 
 
Number of days, or less, to maturity for a highly liquid investment to be considered a cash equivalent
90 
 
Percentage of revenues of which no single retail company exceeds
10.00% 
 
Real Estate and Accumulated Depreciation, Life Used for Depreciation, Range, Low
 
Real Estate and Accumulated Depreciation, Life Used for Depreciation, Range, High
50 
 
Restricted Cash and Cash Equivalents
$ 295,318,000 
$ 7,599,000 
Convertible Preferred Stock, Terms of Conversion
14,000 shares of Series B Preferred Stock for one common share 
 
Money market funds invested by a single investment company, which are not insured or guaranteed by the FDIC or any other government agency
$ 12,600,000 
$ 9,000,000 
Westfarms [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Equity Method Investment, Ownership Percentage
79.00% 
79.00% 
Summary of Significant Accounting Policies (Operating Partnership) (Details)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
The Operating Partnership [Abstract]
 
 
 
Number of Operating Partnership units outstanding (in shares)
84,502,883 
80,947,630 
80,699,271 
Number Of Operating Partnership Units Outstanding Owned By Company
58,022,475 
54,696,054 
54,321,586 
Number of Operating Partnership units outstanding owned by noncontrolling interests
26,480,408 
26,251,576 
26,377,685 
Managing general partnership interest of the Company in the Operating Partnership (in hundredths)
69.00% 
68.00% 
67.00% 
Average ownership percentage of the Company in the Operating Partnership (in hundredths)
69.00% 
67.00% 
67.00% 
Relationship between TRG units owned by TCO and TCO common shares outstanding
one-for-one 
 
 
Common stock, shares outstanding
58,022,475 
54,696,054 
 
Convertible Preferred Stock, Terms of Conversion
14,000 shares of Series B Preferred Stock for one common share 
 
 
Series B Preferred Stock [Member]
 
 
 
The Operating Partnership [Abstract]
 
 
 
Convertible Preferred Stock, Terms of Conversion
14000 
 
 
Series G Preferred Stock [Member]
 
 
 
The Operating Partnership [Abstract]
 
 
 
Preferred Stock, Dividend Rate, Percentage
8.00% 
 
 
Dividend payment terms
cumulative and are paid on the last day of each calendar quarter 
 
 
Series H Preferred Stock [Member]
 
 
 
The Operating Partnership [Abstract]
 
 
 
Preferred Stock, Dividend Rate, Percentage
7.625% 
 
 
Dividend payment terms
cumulative and are paid on the last day of each calendar quarter 
 
 
Series B [Member]
 
 
 
The Operating Partnership [Abstract]
 
 
 
Preferred Stock, Non-Participating, Convertible, Shares Outstanding
26,461,958 
26,233,126 
 
Acquisitions, Dispositions and Development (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Business Acquisition [Line Items]
 
 
 
Business Acquisition, Pro Forma Revenue
$ 678,400,000 
$ 657,600,000 
 
Business Acquisition, Pro Forma Net Income (Loss)
275,800,000 
87,900,000 
 
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Ownership Percentage
90.00% 
 
 
Business Acquisition, Purchase Price Allocation, Land
74,200,000 
 
 
Business Acquisition, Purchase Price Allocation, Buildings, Improvements, and Equipment
468,936,000 
 
 
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment
543,136,000 
 
 
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets
29,831,000 
 
 
Business Acquisition, Purchase Price Allocation, Assets Acquired
572,967,000 
 
 
Business Acquisition, Purchase Price Allocation, Current Liabilities, Deferred Revenue
(3,377,000)
 
 
Business Acquisition, Purchase Price Allocation, Mortgage Notes Payable Premium
(9,590,000)
 
 
Business Acquisition, Purchase Price Allocation, Liabilities Assumed
(12,967,000)
 
 
Business Acquisition, Purchase Price Allocation, Assets Acquired (Liabilities Assumed), Net
560,000,000 
 
 
Real Estate, Other Acquisitions
560,000,000 
 
 
Noncash or Part Noncash Acquisition, Debt Assumed
206,000,000 
 
 
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Installment note
281,500,000 
 
 
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares
1,321,522 
 
 
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Rate
3.125% 
 
 
Debt Instrument, Interest Rate, Stated Percentage
3.13% 
 
 
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Partnership Units - Value per unit
$ 55 
 
 
Number of employees
more than 200 
 
 
Number of office locations
seven 
 
 
Business Acquisition, Cost of Acquired Entity, Purchase Price
23,700,000 
 
 
Business Acquisition, Cost of Acquired Entity, Cash Paid
11,500,000 
 
 
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned
11,900,000 
 
 
Loans and Leases Receivable, Gross, Carrying Amount, TCBL
10,200,000 
 
 
Interest on Loans Receivable Converted, Gross, Carrying Amount, TCBL
300,000 
 
 
Funding of development project
20,882,000 
 
 
Gains (Losses) on Extinguishment of Debt
174,171,000 
 
 
Impairment of Real Estate
 
 
166,680,000 
Disposal Group, Including Discontinued Operation, Revenue
21,500,000 
28,100,000 
28,700,000 
Income (Loss) from Discontinued Operations, excluding gains on extinguishment of debt
(28,172,000)
(20,279,000)
(16,944,000)
Income (Loss) from Discontinued Operations, Including Portion Attributable to Noncontrolling Interest
145,999,000 
(20,279,000)
(183,624,000)
Pier Shops Member
 
 
 
Business Acquisition [Line Items]
 
 
 
Gains (Losses) on Extinguishment of Debt
126,700,000 
 
 
Impairment of Real Estate
 
 
107,700,000 
Real Estate, Fair Value Disclosure
52,000,000 
 
 
Impairment of Real Estate, Operating Partnership's share
101,800,000 
 
 
Regency Square Member
 
 
 
Business Acquisition [Line Items]
 
 
 
Gains (Losses) on Extinguishment of Debt
47,400,000 
 
 
Impairment of Real Estate
 
 
59,000,000 
Real Estate, Fair Value Disclosure
29,000,000 
 
 
Secured Debt [Member] |
Pier Shops Member
 
 
 
Business Acquisition [Line Items]
 
 
 
Debt Instrument, Debt Default, Amount
135,000,000 
 
 
Secured Debt [Member] |
Regency Square Member
 
 
 
Business Acquisition [Line Items]
 
 
 
Debt Instrument, Debt Default, Amount
$ 72,200,000 
 
 
Income Taxes (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2008
Dec. 31, 2007
Income tax expense (benefit) [Abstract]
 
 
 
 
 
State current
$ 551,000 
$ 907,000 
$ 1,017,000 
 
 
State deferred
(366,000)
(183,000)
385,000 
 
 
Federal current
217,000 
45,000 
   
 
 
Federal deferred
158,000 
   
   
 
 
Foreign current
50,000 
(35,000)
255,000 
 
 
Total income tax expense (benefit)
610,000 
734,000 
1,657,000 
 
 
Operating Loss Carryforwards, Expiration Dates
 
 
2029 
2028 
2027 
Operating Loss Carryforwards, Federal
5,900,000 
 
286,000 
5,326,000 
273,000 
Operating Loss Carryforwards, Foreign
5,300,000 
 
 
 
 
Operating Loss Carryforwards, Foreign, Indefinite Expiration Date
4,400,000 
 
 
 
 
Operating Loss Carryforwards, Foreign, 2020 Expiration Date
900,000 
 
 
 
 
Deferred tax assets:
 
 
 
 
 
Federal
3,655,000 
8,589,000 
 
 
 
Foreign
1,196,000 
2,361,000 
 
 
 
State
232,000 
6,786,000 
 
 
 
Total deferred tax assets
5,083,000 
17,736,000 
 
 
 
Valuation allowances
(1,373,000)
(10,199,000)
 
 
 
Net deferred tax assets
3,710,000 
7,537,000 
 
 
 
Deferred tax liabilities:
 
 
 
 
 
Federal
623,000 
607,000 
 
 
 
State
121,000 
4,171,000 
 
 
 
Total deferred tax liabilities
744,000 
4,778,000 
 
 
 
Common Stock, Dividends, Per Share, Declared
$ 1.7625 
$ 1.8659 
$ 1.6600 
 
 
Common Stock, Dividends, Per Share, Designated as Return of Capital
$ 0.4455 
$ 0.0780 
$ 0.6467 
 
 
Common Stock, Dividends, Per Share, Designated as Ordinary Income
$ 1.3170 
$ 1.2732 
$ 1.0133 
 
 
Common Stock, Dividends, Per Share, Designated as Long Term Capital Gain
$ 0 
$ 0.5147 
$ 0.0000 
 
 
Common Stock, Dividends, Per Share, Designated as Unrecaptured Sec. 1250 Capital Gain
$ 0 
$ 0.0000 
$ 0.0000 
 
 
Common Stock, Special Dividends, Per Share, Declared
 
$ 0.183400 
 
 
 
Series G Preferred Stock, Dividends Per Share, Declared
$ 2.0000 
$ 2.0000 
$ 2.0000 
 
 
Series G Preferred Stock, Dividends Per Share, Designated as Ordinary Income
$ 2.0000 
$ 1.4483 
$ 2.0000 
 
 
Series G Preferred Stock, Dividends Per Share, Designated as Long Term Capital Gain
$ 0.0000 
$ 0.5517 
$ 0.0000 
 
 
Series G Preferred Stock, Dividends Per Share, Designated as Unrecaptured Sec. 1250 Capital Gain
$ 0.0000 
$ 0.0000 
$ 0.0000 
 
 
Series H Preferred Stock, Dividends Per Share, Declared
$ 1.90625 
$ 1.90625 
$ 1.90625 
 
 
Series H Preferred Stock, Dividends Per Share, Designated as Ordinary Income
$ 1.90625 
$ 1.38045 
$ 1.90625 
 
 
Series H Preferred Stock, Dividends Per Share, Designated as Long Term Capital Gain
$ 0.0000 
$ 0.5258 
$ 0.0000 
 
 
Series H Preferred Stock, Dividends Per Share, Designated as Unrecaptured Sec. 1250 Capital Gain
$ 0.0000 
$ 0.0000 
$ 0.0000 
 
 
State deferred tax asset net write off
3,700,000 
 
 
 
 
State deferred tax liability write off
$ 4,100,000 
 
 
 
 
Properties (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Properties [Abstract]
 
 
 
Real Estate Accumulated Depreciation, Depreciation Expense
$ 127,200,000 
$ 144,900,000 
$ 139,700,000 
Land
333,375,000 
271,662,000 
 
Buildings and Improvements, Gross
3,625,400,000 
3,194,309,000 
 
Construction in Progress, Gross
15,479,000 
15,626,000 
 
Development pre-construction costs
46,700,000 
46,700,000 
 
Real Estate Investment Property, at Cost
4,020,954,000 
3,528,297,000 
 
Real Estate Investment Property, Accumulated Depreciation
(1,271,943,000)
(1,199,247,000)
 
Real Estate Investment Property, Net
2,749,011,000 
2,329,050,000 
 
Pre-development activities expense
23,700,000 
16,000,000 
12,300,000 
Capitalized invesment, By Project, Oyster Bay
$ 39,800,000 
 
 
Investments in Unconsolidated Joint Ventures (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Schedule of Equity Method Investments [Line Items]
 
 
 
Equity Method Investment, Provision for Loan and Lease Losses
$ 700,000 
$ 500,000 
$ 900,000 
Equity Method Investment Summarized Financial Information Deferred Charges Other Assets
21,289,000 
18,891,000 
 
Deferred Costs, Leasing, Gross
31,300,000 
30,900,000 
 
Equity Method Investment, Summarized Financial Information, Deferred Costs, Leasing, Accumulated Amortization
(19,600,000)
(18,900,000)
 
Equity Method Investment, Summarized Financial Information, Deferred Finance Costs, Net
4,800,000 
2,800,000 
 
Equity Method Investment, Summarized Financial Information, Other Deferred Costs, Net
4,800,000 
4,100,000 
 
Beneficial interests in joint ventures [Abstract]
 
 
 
Blue Back Square developers Loss Contingency, Settlement Agreement, Consideration, Company's share
 
 
26,800,000 
West Hartford Loss Contingency, Settlement Agreement, Consideration
 
4,500,000 
 
Fair Value Of Unconsolidated Joint Ventures Notes Payable
1,200,000,000 
1,200,000,000 
1,200,000,000 
West Hartford Loss Contingency, Settlement Agreement, Consideration, Company's share
 
3,600,000 
 
Cash investment in The Mall at Studio City, Macao returned
 
 
54,000,000 
Equity Method Investment, Summarized Financial Information, Depreciation Expense
30,300,000 
32,300,000 
33,800,000 
Equity method investment, difference between carrying amount and underlying equity [Abstract]
 
 
 
Equity method investment, difference between carrying amount and underlying equity, accounting treatment
The Company's additional basis allocated to depreciable assets is recognized on a straight-line basis over 40 years. The Operating Partnership’s differences in bases are amortized over the useful lives of the related assets 
 
 
Depreciable basis (in years) of Company's additional basis
40 years 
 
 
Maximum net equity of certain joint ventures
 
 
Equity of certain joint ventures
less than zero 
 
 
Blue Back Square developers Loss Contingency, Settlement Agreement, Consideration
 
 
$ 34,000,000 
Arizona Mills [Member]
 
 
 
Beneficial interests in joint ventures [Abstract]
 
 
 
Equity Method Investment, Ownership Percentage
50.00% 
50.00% 
 
Fair Oaks [Member]
 
 
 
Beneficial interests in joint ventures [Abstract]
 
 
 
Equity Method Investment, Ownership Percentage
50.00% 
50.00% 
 
The Mall at Millenia [Member]
 
 
 
Beneficial interests in joint ventures [Abstract]
 
 
 
Equity Method Investment, Ownership Percentage
50.00% 
50.00% 
 
Stamford Town Center [Member]
 
 
 
Beneficial interests in joint ventures [Abstract]
 
 
 
Equity Method Investment, Ownership Percentage
50.00% 
50.00% 
 
Sunvalley [Member]
 
 
 
Beneficial interests in joint ventures [Abstract]
 
 
 
Equity Method Investment, Ownership Percentage
50.00% 
50.00% 
 
Waterside Shops [Member]
 
 
 
Beneficial interests in joint ventures [Abstract]
 
 
 
Equity Method Investment, Ownership Percentage
25.00% 
25.00% 
 
Westfarms [Member]
 
 
 
Beneficial interests in joint ventures [Abstract]
 
 
 
Equity Method Investment, Ownership Percentage
79.00% 
79.00% 
 
Macao [Member]
 
 
 
Beneficial interests in joint ventures [Abstract]
 
 
 
Equity Method Investment, Ownership Percentage
25.00% 
 
 
Investments in Unconsolidated Joint Ventures (Combined Financial Information Balance Sheet) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2011
Dec. 31, 2010
Assets:
 
 
Properties
$ 1,107,314 
$ 1,092,916 
Accumulated depreciation and amortization
(446,059)
(417,712)
Properties, net
661,255 
675,204 
Cash and cash equivalents
22,042 
21,339 
Accounts and notes receivable, less allowance for doubtful accounts of $1,422 and $1,471 in 2011 and 2010
24,628 
26,288 
Allowance for doubtful accounts
1,422 
1,471 
Deferred charges and other assets
21,289 
18,891 
Assets
729,214 
741,722 
Liabilities and accumulated deficiency in assets:
 
 
Notes payable
1,138,808 
1,125,618 
Accounts payable and other liabilities
55,737 
37,292 
TRG's accumulated deficiency in assets
244,758 
224,636 
Unconsolidated Joint Venture Partners' accumulated deficiency in assets
(220,573)
(196,552)
Liabilities and accumulated deficiency in assets
729,214 
741,722 
TRG's accumulated deficiency in assets
(244,758)
(224,636)
TRG basis adjustments, including elimination of intercompany profit
67,282 
68,682 
TCO's additional basis
60,801 
62,747 
Net Investment in Unconsolidated Joint Ventures
(116,675)
(93,207)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
192,257 
170,329 
Investment in Unconsolidated Joint Ventures
$ 75,582 
$ 77,122 
Investments in Unconsolidated Joint Ventures (Combined Financial Information Income Statement) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2010
Sep. 30, 2010
Jun. 30, 2010
Mar. 31, 2010
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Equity method investment, summarized financial information, income statement [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
$ 266,455 
$ 270,391 
$ 272,535 
Maintenance, taxes, utilities, promotion, and other operating expenses
 
 
 
 
 
 
 
 
84,922 
90,680 
95,775 
Litigation Charges
 
 
 
 
 
 
 
 
 
 
38,500 
Interest expense
 
 
 
 
 
 
 
 
61,034 
63,835 
64,405 
Depreciation and amortization
 
 
 
 
 
 
 
 
38,389 
37,234 
38,396 
Total operating costs
 
 
 
 
 
 
 
 
184,345 
191,749 
237,076 
Nonoperating income
 
 
 
 
 
 
 
 
162 
87 
Net income
 
 
 
 
 
 
 
 
82,272 
78,644 
35,546 
Net income attributable to TRG
 
 
 
 
 
 
 
 
46,208 
45,092 
10,748 
Realized intercompany profit, net of depreciation on TRG's basis adjustments
 
 
 
 
 
 
 
 
1,802 
2,266 
2,686 
Depreciation of TCO's additional basis
 
 
 
 
 
 
 
 
(1,946)
(1,946)
(1,946)
Equity in income of Unconsolidated Joint Ventures
14,074 
10,958 
10,886 
10,146 
16,199 
9,973 
9,505 
9,735 
46,064 
45,412 
11,488 
Beneficial interest in Unconsolidated Joint Ventures' operations:
 
 
 
 
 
 
 
 
 
 
 
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses
 
 
 
 
 
 
 
 
100,773 
100,682 
67,815 
Interest expense
 
 
 
 
 
 
 
 
(31,607)
(33,076)
(33,427)
Depreciation and amortization
 
 
 
 
 
 
 
 
(23,102)
(22,194)
(22,900)
Equity in income of Unconsolidated Joint Ventures
$ 14,074 
$ 10,958 
$ 10,886 
$ 10,146 
$ 16,199 
$ 9,973 
$ 9,505 
$ 9,735 
$ 46,064 
$ 45,412 
$ 11,488 
Accounts and Notes Receivable (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Trade
$ 31,462,000 
$ 24,515,000 
Notes
6,968,000 
10,517,000 
Straight-line rent and recoveries
24,863,000 
22,840,000 
Accounts, Notes, and Deferred Rent and Recoveries Receivables, Gross
63,293,000 
57,872,000 
Less: Allowance for doubtful accounts and notes
(3,303,000)
(7,966,000)
Accounts and Notes Receivable, Net
59,990,000 
49,906,000 
Range of Stated Interest Rates for Notes Receivable, Low
2.90% 
 
Range of Stated Interest Rates for Notes Receivable, High
10.00% 
 
Weighted Average of Stated Interest Rates for Notes Receivable
4.80% 
 
Notes Receivable from certain tenants at The Pier Shops
 
4,000,000 
Notes receivable, joint venture partners at Westfarms
$ 5,100,000 
$ 6,500,000 
Deferred Charges Other Assets (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Deferred Costs, Leasing, Gross
$ 37,026 
$ 37,780 
Deferred Costs, Leasing, Accumulated Amortization
(17,259)
(17,282)
Deferred Costs, Leasing, Net
19,767 
20,498 
In-Place Leases, net
29,632 
 
Goodwill
22,884 
 
Funding of development project
20,882 
 
Deferred Finance Costs, Net
11,200 
5,399 
Insurance deposit
10,708 
10,135 
Prepaid Expense
3,923 
3,487 
Deferred Tax Assets, Net
3,710 
7,537 
Investments
2,158 
2,061 
Interest rate contract
 
4,856 
Intangibles, Net
 
252 
Other, net
6,576 
8,266 
Deferred charges and other assets
131,440 
62,491 
Potential Return on Investment
7.00% 
 
Deferred Charges And Other Assets [Member] |
Interest Rate Contracts Consolidated Subsidiaries [Member]
 
 
Interest rate contract
 
$ 4,856 
Beneficial Interest in Debt and Interest Expense (Details) (USD $)
12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Sep. 30, 2011
Cherry Creek Shopping Center [Member]
Sep. 30, 2011
MacArthur Center [Member]
Sep. 30, 2011
Mall At Wellington Green [Member]
Sep. 30, 2011
International Plaza [Member]
Sep. 30, 2011
The Pier Shops [Member]
Dec. 31, 2011
Westfarms Member
Dec. 31, 2010
Westfarms Member
Dec. 31, 2011
Line of Credit [Member]
Jun. 30, 2011
Line of Credit [Member]
Dec. 31, 2011
Twelve Oaks Mall Member
Dec. 31, 2010
Twelve Oaks Mall Member
Dec. 31, 2011
Beverly Center [Member]
Dec. 31, 2010
Beverly Center [Member]
Dec. 31, 2011
Cherry Creek Shopping Center [Member]
Dec. 31, 2010
Cherry Creek Shopping Center [Member]
Dec. 31, 2011
Dolphin Mall [Member]
Dec. 31, 2010
Dolphin Mall [Member]
Dec. 31, 2011
El Paseo Village [Member]
Dec. 31, 2011
Fairlane Town Center Member
Dec. 31, 2010
Fairlane Town Center Member
Dec. 31, 2011
Great Lakes Crossing [Member]
Dec. 31, 2010
Great Lakes Crossing [Member]
Dec. 31, 2011
International Plaza [Member]
Dec. 31, 2010
International Plaza [Member]
Dec. 31, 2011
Mac Arthur Center Member
Dec. 31, 2010
Mac Arthur Center Member
Dec. 31, 2011
Northlake [Member]
Dec. 31, 2010
Northlake [Member]
Dec. 31, 2010
Regency Square Member
Dec. 31, 2011
Stony Point [Member]
Dec. 31, 2010
Stony Point [Member]
Dec. 31, 2011
The Gardens on El Paseo [Member]
Dec. 31, 2011
The Mall at Green Hills [Member]
Dec. 31, 2011
Mall At Partridge Creek Member
Dec. 31, 2010
Mall At Partridge Creek Member
Dec. 31, 2011
Short Hills [Member]
Dec. 31, 2010
Short Hills [Member]
Dec. 31, 2011
Mall At Wellington Green [Member]
Dec. 31, 2010
Mall At Wellington Green [Member]
Dec. 31, 2010
The Pier Shops [Member]
Dec. 31, 2011
Secondary Line of Credit [Member]
Dec. 31, 2010
Secondary Line of Credit [Member]
Dec. 31, 2011
Westfarms Member
Dec. 31, 2011
Sunvalley Member
Dec. 31, 2011
Taubman Land Associates [Member]
Dec. 31, 2011
Secondary Line of Credit [Member]
Noncontrolling Interest [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months
$ 20,950,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Maturities, Repayments of Principal in Year Two
243,842,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Maturities, Repayments of Principal in Year Three
406,241,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Maturities, Repayments of Principal in Year Four
1,083,548,000 
 
 
 
 
 
 
 
 
 
320,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Maturities, Repayments of Principal in Year Five
585,092,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Maturities, Repayments of Principal after Year Five
514,974,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Unused Borrowing Capacity, Amount
 
 
 
 
 
 
 
 
 
 
330,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29,200,000 
 
 
 
 
 
Line of Credit Facility, Maximum Borrowing Capacity
 
 
 
 
 
 
 
 
 
 
 
550,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Method Investment, Ownership Percentage
 
 
 
 
 
 
 
 
79.00% 
79.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restricted Cash and Cash Equivalents
295,318,000 
7,599,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Installment Notes
281,467,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Maturity Date
Jan. 29, 2015 
 
 
 
 
 
 
 
 
 
 
 
 
 
Feb. 11, 2014 
 
Jun. 08, 2016 
 
Jan. 29, 2015 
 
Dec. 06, 2015 
Jan. 29, 2015 
 
Mar. 11, 2013 
 
Dec. 01, 2021 
 
Sep. 01, 2020 
 
Feb. 06, 2016 
 
 
Jun. 01, 2014 
 
Jun. 11, 2016 
Dec. 01, 2013 
Jul. 06, 2020 
 
Dec. 14, 2015 
 
May 06, 2015 
 
 
Apr. 30, 2012 
 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Parent
 
77.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of noncontrolling interests (in hundredths)
 
 
 
50.00% 
5.00% 
10.00% 
49.90% 
22.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At 100% [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, consolidated subsidiaries at 100%
122,277,000 
132,362,000 
131,558,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt, unconsolidated joint ventures at 100%
1,138,808,000 
1,125,618,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, unconsolidated joint ventures at 100%
61,034,000 
63,835,000 
64,405,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
2,864,135,000 
2,656,560,000 
 
 
 
 
 
 
 
 
 
 
 
 
316,724,000 
322,700,000 
280,000,000 
280,000,000 
290,000,000 
10,000,000 
17,059,000 
30,000,000 
80,000,000 
129,222,000 
132,262,000 
325,000,000 
325,000,000 
131,000,000 
131,000,000 
215,500,000 
215,500,000 
72,690,000 
103,615,000 
105,484,000 
86,475,000 
111,801,000 
81,203,000 
82,140,000 
540,000,000 
540,000,000 
200,000,000 
200,000,000 
135,000,000 
6,536,000 
24,784,000 
181,100,000 
116,300,000 
30,000,000 
 
At beneficial interest [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capitalized interest, consolidated subsidiaries at beneficial interest
422,000 
319,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, unconsolidated joint ventures at beneficial interest
(31,607,000)
(33,076,000)
(33,427,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt, unconsolidated joint ventures at beneficial interest
580,557,000 
575,103,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Paid, Capitalized
422,000 
319,000 
1,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal of loan at beneficial interest
2,816,877,000 
2,297,460,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Interest Rate Terms
 
 
 
 
 
 
 
 
 
 
 
 
LIBOR + 1.75% 
LIBOR + 0.70% 
 
 
 
 
LIBOR + 1.75% 
LIBOR + 0.70% 
 
LIBOR + 1.75% 
LIBOR + 0.70% 
 
 
 
LIBOR + 1.15% 
LIBOR + 2.35% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIBOR + 1.00% 
 
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
3.13% 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.28% 
 
5.24% 
 
 
 
4.42% 
 
 
5.25% 
 
4.85% 
 
 
 
5.41% 
 
 
6.24% 
 
6.10% 
6.89% 
6.15% 
 
5.47% 
 
5.44% 
 
 
 
 
6.10% 
5.67% 
 
 
Debt Instrument, Interest Rate, Effective Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.99% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.95% 
 
Expected rate of refinance
5.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expected Excess Proceeds from refinancing of debt
100,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance Due on Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
303,277,000 
 
280,000,000 
 
290,000,000 
 
15,565,000 
30,000,000 
 
125,507,000 
 
285,503,000 
 
117,234,000 
 
215,500,000 
 
 
98,585,000 
 
81,480,000 
105,045,000 
70,433,000 
 
540,000,000 
 
200,000,000 
 
 
6,536,000 
 
 
 
 
 
Real Estate Investment Properties, Shopping Centers, net
2,400,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes Payable, net of Unamortized Premium
2,854,647,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Unamortized Premium
9,488,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,000,000 
4,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line Of Credit Facility Maximum Borrowing Capacity Including Letter Of Credit
 
 
 
 
 
 
 
 
 
 
$ 650,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 65,000,000 
Debt covenants and guarantees [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum payout ratio on distributions (in hundredths)
95.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beneficial Interest in Debt and Interest Expense (Debt Covenants and Guarantees) (Details) (USD $)
Dec. 31, 2011
Dec. 31, 2010
Guarantor Obligations [Line Items]
 
 
Maximum Payout Ratio On Distributions
95.00% 
 
Restricted Cash and Cash Equivalents
$ 295,318,000 
$ 7,599,000 
Escrow deposit
5,900,000 
 
Dolphin Mall [Member]
 
 
Guarantor Obligations [Line Items]
 
 
Loan balance
290,000,000 
 
TRG's beneficial interest in loan balance
290,000,000 
 
Amount of loan balance guaranteed by TRG
290,000,000 
 
% of loan balance guaranteed by TRG (in hundredths)
100.00% 
 
% of interest guaranteed by TRG (in hundredths)
100.00% 
 
Fairlane Town Center [Member]
 
 
Guarantor Obligations [Line Items]
 
 
Loan balance
30,000,000 
 
TRG's beneficial interest in loan balance
30,000,000 
 
Amount of loan balance guaranteed by TRG
30,000,000 
 
% of loan balance guaranteed by TRG (in hundredths)
100.00% 
 
% of interest guaranteed by TRG (in hundredths)
100.00% 
 
Twelve Oaks Mall [Member]
 
 
Guarantor Obligations [Line Items]
 
 
Loan balance
 
TRG's beneficial interest in loan balance
 
Amount of loan balance guaranteed by TRG
$ 0 
 
% of loan balance guaranteed by TRG (in hundredths)
100.00% 
 
% of interest guaranteed by TRG (in hundredths)
100.00% 
 
Beneficial Interest in Debt and Interest Expense (Specific Debt Instrument Detail) (Details) (USD $)
12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2011
International Plaza [Member]
Dec. 31, 2010
International Plaza [Member]
Dec. 31, 2011
Secondary Line of Credit [Member]
Dec. 31, 2011
Secured Debt [Member]
Regency Square [Member]
Dec. 31, 2011
Secured Debt [Member]
The Pier Shops [Member]
Sep. 30, 2011
International Plaza [Member]
Sep. 30, 2011
Pier Shops Member
Sep. 30, 2011
Mall At Wellington Green Member
Sep. 30, 2011
Mac Arthur Center Member
Sep. 30, 2011
Cherry Creek Shopping Center [Member]
Dec. 31, 2011
Line of Credit [Member]
Jun. 30, 2011
Line of Credit [Member]
Dec. 31, 2011
Secondary Line of Credit [Member]
Dec. 31, 2010
Secondary Line of Credit [Member]
Dec. 31, 2011
Westfarms Member
Dec. 31, 2011
Sunvalley Member
Dec. 31, 2011
Taubman Land Associates [Member]
Dec. 31, 2011
Mac Arthur Center Member
Dec. 31, 2010
Mac Arthur Center Member
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Maturities, Repayments of Principal in Year Four
$ 1,083,548,000 
 
 
 
 
 
 
 
 
 
 
 
$ 320,000,000 
 
 
 
 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
 
 
 
 
 
 
 
49.90% 
22.50% 
10.00% 
5.00% 
50.00% 
 
 
 
 
 
 
 
 
 
Debt, unconsolidated joint ventures at beneficial interest
580,557,000 
575,103,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of principal balance required to be paid down
 
 
52,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of principal balance required to be paid down, at beneficial interest
 
 
26,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
2,864,135,000 
2,656,560,000 
 
 
 
 
 
 
 
 
 
 
 
 
6,536,000 
24,784,000 
181,100,000 
116,300,000 
30,000,000 
131,000,000 
131,000,000 
Principal of loan at beneficial interest
2,816,877,000 
2,297,460,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed rate prior to maturity of interest rate swap (in hundredths)
3.13% 
 
 
5.01% 
 
 
 
 
 
 
 
 
 
 
 
 
6.10% 
5.67% 
 
 
 
Debt Instrument, Interest Rate, Effective Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.95% 
4.99% 
 
Noncontrolling Interest, Ownership Percentage by Parent
 
77.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate terms
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIBOR + 1.00% 
 
 
 
 
LIBOR + 2.35% 
 
Line of credit, maximum borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
550,000,000 
 
 
 
 
 
 
 
Line of credit, expiration date
 
 
 
 
April 2012 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit, maximum borrowing capacity including letter of credit
 
 
 
 
65,000,000 
 
 
 
 
 
 
 
650,000,000 
 
 
 
 
 
 
 
 
Line of credit, maximum borrowing capacity excluding letter of credit
 
 
 
 
40,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Maturity Date
Jan. 29, 2015 
 
 
 
 
 
 
 
 
 
 
 
 
 
Apr. 30, 2012 
 
 
 
 
Sep. 01, 2020 
 
Letter of credit required by lessor
 
 
 
 
25,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt default, amount
 
 
 
 
 
72,200,000 
135,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Unused Borrowing Capacity, Amount
 
 
 
 
 
 
 
 
 
 
 
 
$ 330,000,000 
 
$ 29,200,000 
 
 
 
 
 
 
Noncontrolling Interests (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2010
Sep. 30, 2010
Jun. 30, 2010
Mar. 31, 2010
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Noncontrolling Interest [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares
 
 
 
 
 
 
 
 
1,321,522 
 
 
Proceeds from Refinancing of Debt, Noncontrolling Partner's share
 
 
 
 
 
 
 
 
$ 25,200,000 
 
 
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Partnership Units - Value per unit
 
 
 
 
 
 
 
 
$ 55 
 
 
Redeemable noncontrolling interests [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Ownership percentage in consolidated subsidiary (in hundredths)
 
 
 
 
77.50% 
 
 
 
 
77.50% 
 
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned
11,900,000 
 
 
 
 
 
 
 
11,900,000 
 
 
Reconciliation of redeemable noncontrolling interests [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
Balance January 1, 2011
 
 
 
 
 
 
 
 
 
Contributions
 
 
 
 
 
 
 
 
794,000 
 
 
Allocation of net loss
 
 
 
 
 
 
 
 
(739,000)
 
 
Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
(10,000)
 
 
Distributions
 
 
 
 
 
 
 
 
(66,000)
 
 
Adjustments to redeemable noncontrolling interests
 
 
 
 
 
 
 
 
(309,000)
 
 
Balance December 31, 2011
84,235,000 
 
 
 
 
 
 
84,235,000 
 
Finite Life Entities [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Estimated fair value of noncontrolling interests in finite life entities
208,000,000 
 
 
 
 
 
 
 
208,000,000 
 
 
Book value of noncontrolling interests in finite life entities
(99,300,000)
 
 
 
 
 
 
 
(99,300,000)
 
 
Temporary Equity, Put Redemption Price Per Share for Davis units
$ 55 
 
 
 
 
 
 
 
$ 55 
 
 
Non-redeemable noncontrolling interests:
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling interests in consolidated joint ventures
(101,872,000)
 
 
 
(100,355,000)
 
 
 
(101,872,000)
(100,355,000)
 
Noncontrolling interests in partnership equity of TRG
(22,452,000)
 
 
 
(93,012,000)
 
 
 
(22,452,000)
(93,012,000)
 
Preferred equity of TRG
 
 
 
 
29,217,000 
 
 
 
 
29,217,000 
 
Noncontrolling interests
(124,324,000)
 
 
 
(164,150,000)
 
 
 
(124,324,000)
(164,150,000)
 
Net income (loss) attributable to noncontrolling interests:
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling share of income (loss) of consolidated joint ventures
 
 
 
 
 
 
 
 
15,477,000 
9,859,000 
3,115,000 
Noncontrolling share of income (loss) of TRG
 
 
 
 
 
 
 
 
80,161,000 
26,219,000 
(31,224,000)
TRG Series F preferred distributions
 
 
 
 
 
 
 
 
(372,000)
2,460,000 
2,460,000 
Net income (loss) attributable to non-redeemable noncontrolling interests
 
 
 
 
 
 
 
 
95,266,000 
38,538,000 
(25,649,000)
Redeemable noncontrolling interests
 
 
 
 
 
 
 
 
(739,000)
(79,000)
 
Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
 
 
94,527,000 
38,459,000 
(25,649,000)
Effects of changes in ownership interest in consolidated subsidiaries on equity [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to Taubman Centers, Inc. common shareowners
149,180,000 
8,461,000 
8,344,000 
10,716,000 
33,141,000 
722,000 
7,453,000 
6,283,000 
176,701,000 
47,599,000 
(69,706,000)
Transfers (to) from the noncontrolling interest -
 
 
 
 
 
 
 
 
 
 
 
Decrease in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest
 
 
 
 
 
 
 
 
309,000 
(988,000)
(483,000)
Net transfers (to) from noncontrolling interests
 
 
 
 
 
 
 
 
(40,561,000)
(988,000)
(483,000)
Change from net income (loss) attributable to Taubman Centers, Inc. and transfers (to) from noncontrolling interests
 
 
 
 
 
 
 
 
136,140,000 
46,611,000 
(70,189,000)
Davis Street Unitholders [Member]
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of redeemable noncontrolling interests [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
Temporary Equity, Carrying Amount
 
 
 
 
 
 
 
 
72,683,000 
 
 
Taubman TCBL [Member]
 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Percentage of noncontrolling interests (in hundredths)
10.00% 
 
 
 
 
 
 
 
10.00% 
 
 
Temporary Equity, Redemption Percentage beginning 2016
50.00% 
 
 
 
 
 
 
 
50.00% 
 
 
Temporary Equity, Redemption Percentage beginning 2018
100.00% 
 
 
 
 
 
 
 
100.00% 
 
 
Temporary Equity, Carrying Amount
11,600,000 
 
 
 
 
 
 
 
11,600,000 
 
 
Reconciliation of redeemable noncontrolling interests [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
Temporary Equity, Carrying Amount
 
 
 
 
 
 
 
 
11,882,000 
 
 
Taubman Asia Member
 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Percentage of dividends to which the President is entitled (in hundredths)
 
 
 
 
 
 
 
 
10.00% 
 
 
Percentage of President's dividends withheld as contributions to capital (in hundredths)
 
 
 
 
 
 
 
 
85.00% 
 
 
Percentage of noncontrolling interests (in hundredths)
10.00% 
 
 
 
 
 
 
 
10.00% 
 
 
Temporary Equity, Redemption Percentage 2013 - May 2015
50.00% 
 
 
 
 
 
 
 
50.00% 
 
 
Temporary Equity, Redemption Percentage beginning May 2015
100.00% 
 
 
 
 
 
 
 
100.00% 
 
 
Redeemable Noncontrolling Interest, Equity, Carrying Value
zero 
 
 
 
 
 
 
 
zero 
 
 
Joint Venture Focusing On Developing and Owning Outlet Shopping Centers Member
 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Ownership percentage in consolidated subsidiary (in hundredths)
90.00% 
 
 
 
 
 
 
 
90.00% 
 
 
Percentage of noncontrolling interests (in hundredths)
10.00% 
 
 
 
 
 
 
 
10.00% 
 
 
Finite Life Entities [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Date in which Company will have right to purchase Outlet joint venture partner's entire interest
Jun. 01, 2012 
 
 
 
 
 
 
 
Jun. 01, 2012 
 
 
Consolidated Joint Venture 1 [Member]
 
 
 
 
 
 
 
 
 
 
 
Finite Life Entities [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Terminaton date of partnership agreement
 
 
 
 
 
 
 
 
Dec. 01, 2081 
 
 
Consolidated Joint Venture 2 [Member]
 
 
 
 
 
 
 
 
 
 
 
Finite Life Entities [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Terminaton date of partnership agreement
 
 
 
 
 
 
 
 
Dec. 01, 2083 
 
 
International Plaza Member
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling Interest [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Amount Of Principal Balance Required To Be Paid Down
52,600,000 
 
 
 
 
 
 
 
52,600,000 
 
 
Finite Life Entities [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Amount Of Principal Balance Required To Be Paid Down At Beneficial Interest
26,400,000 
 
 
 
 
 
 
 
26,400,000 
 
 
Additional Paid-in Capital [Member]
 
 
 
 
 
 
 
 
 
 
 
Transfers (to) from the noncontrolling interest -
 
 
 
 
 
 
 
 
 
 
 
Decrease in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest
 
 
 
 
 
 
 
 
$ (40,561,000)
$ (988,000)
$ (483,000)
Joint Venture Focusing On Developing and Owning Outlet Shopping Centers Member
 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interest, Equity, Carrying Value
zero 
 
 
 
 
 
 
 
zero 
 
 
Derivative and Hedging Activities (Interest Rate Derivatives Designated as Cash Flow Hedges) (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Cash flow hedges of interest rate risk [Abstract]
 
Amount of AOCI to be reclassified to income in the following 12 months
$ 6,600,000 
Net realized losses included in AOCI resulting from settled derivative instruments
1,400,000 
Consolidated Subsidiaries Interest Rate Swap 1 [Member]
 
Derivative [Line Items]
 
Hedge designation
cash flow hedge 
Description of variable rate basis
LIBOR 
Type of interest rate paid on swap
fixed 
Ownership percentage in hedged entity (in hundredths)
95.00% 
Notional amount
131,000,000 
Swap rate (in hundredths)
2.64% 
Credit spread on the loan (in hundredths)
2.35% 
Total swapped rate on loan (in hundredths)
4.99% 
Period after which principal balance on loan begins amortizing (in years)
2Y 
Derivative, Maturity Date
Sep. 01, 2020 
Date in which outstanding balance on the loan begins amortizing.
Sep. 01, 2012 
Consolidated Subsidiaries Interest Rate Swap 2 [Member]
 
Derivative [Line Items]
 
Maturity Date Of Derivative Instrument
January 2012 
Unconsolidated Joint Ventures Interest Rate Swap 1 [Member]
 
Derivative [Line Items]
 
Hedge designation
cash flow hedge 
Description of variable rate basis
LIBOR 
Type of interest rate paid on swap
fixed 
Ownership percentage in hedged entity (in hundredths)
50.00% 
Notional amount
30,000,000 
Swap rate (in hundredths)
5.05% 
Credit spread on the loan (in hundredths)
0.90% 
Total swapped rate on loan (in hundredths)
5.95% 
Derivative, Maturity Date
Nov. 01, 2012 
Unconsolidated Joint Ventures Interest Rate Swap2 Member
 
Derivative [Line Items]
 
Ownership percentage in hedged entity (in hundredths)
50.00% 
Notional amount
137,500,000 
Swap rate (in hundredths)
2.40% 
Credit spread on the loan (in hundredths)
1.70% 
Total swapped rate on loan (in hundredths)
4.10% 
Derivative, Maturity Date
Apr. 01, 2018 
Date in which outstanding balance on the loan begins amortizing.
Aug. 01, 2014 
Unconsolidated Joint Ventures Interest Rate Swap3 [Member]
 
Derivative [Line Items]
 
Ownership percentage in hedged entity (in hundredths)
50.00% 
Notional amount
$ 137,500,000 
Swap rate (in hundredths)
2.40% 
Credit spread on the loan (in hundredths)
1.70% 
Total swapped rate on loan (in hundredths)
4.10% 
Derivative, Maturity Date
Apr. 01, 2018 
Date in which outstanding balance on the loan begins amortizing.
Aug. 01, 2014 
Unconsolidated Joint Ventures Interest Rate Swap99 Member [Member]
 
Derivative [Line Items]
 
Derivative, Maturity Date
Apr. 01, 2012 
Derivative and Hedging Activities (Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income) (Details) (Cash Flow Hedging [Member], USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
 
 
 
Amount of gain or (loss) recognized in OCI on derivative (effective portion)
$ (20,690)
$ 17,845 
$ 7,918 
Amount of gain or (loss) reclassified from AOCI into income (effective portion)
(6,276)
(16,821)
(15,235)
Realized losses on settled cash flow hedges
(1,215)
(1,262)
(1,262)
Interest rate contracts - consolidated subsidiaries [Member] |
Other comprehensive income [Member]
 
 
 
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
 
 
 
Amount of gain or (loss) recognized in OCI on derivative (effective portion)
(13,609)
15,351 
6,402 
Interest rate contracts - consolidated subsidiaries [Member] |
Interest expense [Member]
 
 
 
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
 
 
 
Amount of gain or (loss) reclassified from AOCI into income (effective portion)
(3,488)
(12,876)
(11,474)
Realized losses on settled cash flow hedges
(839)
(886)
(886)
Interest rate contracts - UJVs [Member] |
Other comprehensive income [Member]
 
 
 
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
 
 
 
Amount of gain or (loss) recognized in OCI on derivative (effective portion)
(7,081)
2,494 
1,516 
Interest rate contracts - UJVs [Member] |
Equity in income of UJVs [Member]
 
 
 
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
 
 
 
Amount of gain or (loss) reclassified from AOCI into income (effective portion)
(2,788)
(3,945)
(3,761)
Realized losses on settled cash flow hedges
$ (376)
$ (376)
$ (376)
Derivative and Hedging Activities (Location and Fair Value of Derivative Instruments as Reported in the Consoiidated Balance Sheet) (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]
 
 
Interest rate contract
 
$ 4,856,000 
Total liability derivatives designated as hedging instruments
(18,089,000)
(2,255,000)
Contingent features [Abstract]
 
 
Maximum amount of defaults on any of the hedged entity's indebtedness before the derivative obligation could also be declared in default
1,000,000 
 
Interest Rate Contracts Ujvs Member |
Investment in UJVs [Member]
 
 
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]
 
 
Total liability derivatives designated as hedging instruments
(9,045,000)
(1,964,000)
Interest Rate Contracts Consolidated Subsidiaries [Member] |
Deferred Charges And Other Assets [Member]
 
 
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]
 
 
Interest rate contract
 
4,856,000 
Interest Rate Contracts Consolidated Subsidiaries [Member] |
Accounts Payable and Accrued Liabilities [Member]
 
 
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]
 
 
Total liability derivatives designated as hedging instruments
$ (9,044,000)
$ (291,000)
Leases (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Operating Leased Assets [Line Items]
 
 
 
Number of centers with option to extend lease term for five 10-year periods
one 
 
 
Number of 10-year periods that one center has the option to extend
three 
 
 
Number of centers with option to extend their lease term for 5-year extension period.
two 
 
 
Number of centers with option to extend their lease term for 3-year extension period.
one 
 
 
Length of U.S. Headquarters Lease with a 5-year extension option
10-year lease 
 
 
Operating Leases, Future Minimum Payments Due, Current
$ 11,286,000 
 
 
Operating Leases, Future Minimum Payments Receivable, Current
347,581,000 
 
 
Operating Leases, Future Minimum Payments Receivable, in Two Years
323,540,000 
 
 
Operating Leases, Future Minimum Payments Receivable, in Three Years
295,431,000 
 
 
Operating Leases, Future Minimum Payments Receivable, in Four Years
260,624,000 
 
 
Operating Leases, Future Minimum Payments Receivable, in Five Years
224,673,000 
 
 
Operating Leases, Rent Expense
9,800,000 
10,200,000 
9,900,000 
Related Party Transaction, Expenses from Transactions with Related Party
2,200,000 
2,200,000 
2,200,000 
Payables representing straightline rent adjustments under lease agreements
38,800,000 
37,800,000 
 
Operating Leases, Ground and Building Leases, Future Minimum Payments Due, Related Party, Current
2,600,000 
 
 
Operating Leases, Ground and Building Leases, Future Minimum Payments, Related Party, Due in Four Years
700,000 
 
 
Company's ownership in leasehold interest
100.00% 
 
 
Payments Due, CCRI
75,000,000 
 
 
Operating Leases, Future Minimum Payments Receivable, Thereafter
720,831,000 
 
 
Operating Leases, Future Minimum Payments, Due in Two Years
11,196,000 
 
 
Operating Leases, Future Minimum Payments, Due in Three Years
9,901,000 
 
 
Operating Leases, Future Minimum Payments, Due in Four Years
7,454,000 
 
 
Operating Leases, Future Minimum Payments, Due in Five Years
6,821,000 
 
 
Operating Leases, Future Minimum Payments, Due Thereafter
390,962,000 
 
 
Operating Leases Future Minimum Payments Related Party Due in Three Years
2,600,000 
 
 
Operating Leases Future Minimum Payments Related Party Due in Two Years
2,600,000 
 
 
Secondary Line of Credit [Member]
 
 
 
Operating Leased Assets [Line Items]
 
 
 
Letter Of Credit Required By Lessor
$ 25,000,000 
 
 
The Manager (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Related Party Transaction, Revenues from Transactions with Related Party
$ 2,300,000 
$ 2,100,000 
$ 1,600,000 
Restructuring and Related Cost, Number of Positions Eliminated
 
 
40 
Restructuring Charges
 
 
$ 2,512,000 
Operating Partnership [Member]
 
 
 
Beneficial ownership percentage, Operating Partnership
99.00% 
 
 
Share-Based Compensation (Details) (USD $)
3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended
Sep. 30, 2009
Jun. 30, 2009
Mar. 31, 2009
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Sep. 30, 2011
Sep. 30, 2009
Options [Member]
Jun. 30, 2009
Options [Member]
Mar. 31, 2009
Options [Member]
Dec. 31, 2011
Options [Member]
Dec. 31, 2010
Options [Member]
Dec. 31, 2009
Options [Member]
Dec. 31, 2011
Stock Options [Member]
Dec. 31, 2010
Stock Options [Member]
Dec. 31, 2009
Stock Options [Member]
Dec. 31, 2008
Stock Options [Member]
Dec. 31, 2011
Unissued Partnership Units Under Unit Option Deferral Election Member
Dec. 31, 2011
Performance Share Units Member
Dec. 31, 2010
Performance Share Units Member
Dec. 31, 2009
Performance Share Units Member
Dec. 31, 2010
Performance Share Units [Member]
Dec. 31, 2009
Performance Share Units [Member]
Sep. 30, 2011
Restricted Share Units [Member]
Jun. 30, 2011
Restricted Share Units [Member]
Mar. 31, 2011
Restricted Share Units [Member]
Dec. 31, 2011
Restricted Share Units [Member]
Dec. 31, 2010
Restricted Share Units [Member]
Dec. 31, 2009
Restricted Share Units [Member]
Dec. 31, 2011
Non-Employee Directors' Stock Grant [Member]
Dec. 31, 2010
Non-Employee Directors' Stock Grant [Member]
Dec. 31, 2009
Non-Employee Directors' Stock Grant [Member]
Dec. 31, 2011
2008 Omnibus Plan [Member]
Dec. 31, 2011
Non-Employee Directors' Deferred Compensation Plan [Member]
Dec. 31, 2011
Other Employee Plans [Member]
Dec. 31, 2010
Other Employee Plans [Member]
Dec. 31, 2009
Other Employee Plans [Member]
Deferred compensation arrangements [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate number of Company common shares or Operating Partnership units approved for awards under the 2008 Omnibus Plan, original (in shares)
 
 
 
 
 
 
8,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The ratio at which non-option awards granted after the May 2010 amendment are deducted from the shares available for grant
 
 
 
 
 
 
1.85 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The ratio at which non-option awards granted prior to the May 2010 amendment are deducted from the shares available for grant
 
 
 
 
 
 
2.85 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The ratio at which options awards granted are deducted from the shares available for grant
 
 
 
 
 
 
one-for-one 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based compensation, allocation and classification in financial statements [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation cost charged to income for the Company's share-based compensation plans
 
 
 
$ 9,000,000 
$ 7,700,000 
$ 8,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 300,000 
$ 300,000 
$ 200,000 
Compensation cost capitalized as part of properties and deferred leasing costs
 
 
 
300,000 
300,000 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award
 
 
 
ten-year 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Strike Price
$ 30 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expected volatility
 
 
 
 
 
 
 
 
40.65% 
29.61% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expected dividend yield
 
 
 
 
 
 
 
 
7.00% 
8.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expected term (in years)
 
 
 
 
 
 
 
 
6,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Risk-free interest rate (in hundredths)
 
 
 
 
 
 
 
 
2.57% 
2.83% 
 
 
 
 
 
 
 
 
1.18% 
1.10% 
1.30% 
 
 
0.78% 
 
1.18% 
 
1.10% 
1.30% 
 
 
 
 
 
 
 
 
Granted, weighted average grant-date fair value
 
 
 
 
 
$ 14.13 
 
 
$ 5.04 
$ 1.35 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of option activity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding options at beginning of period (in shares)
 
 
1,350,477 
1,452,781 
1,629,609 
1,350,477 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted, Number of Options
 
40,000 
1,400,000 
 
 
1,439,135 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercised, Number of Options
 
 
 
130,791 
176,828 
1,140,003 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Forfeited, Number of Options
 
 
 
 
 
(20,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding options at end of period (in shares)
 
 
 
1,321,990 
1,452,781 
1,629,609 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at beginning of period, weighted average exercise price (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 37.13 
$ 37.00 
$ 35.24 
$ 39.73 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted, weighted average grant-date fair value
 
 
 
 
 
$ 14.13 
 
 
$ 5.04 
$ 1.35 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercised, weighted average exercise price (in dollars per share)
 
 
 
$ 35.66 
$ 20.75 
$ 13.98 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Forfeited, weighted average exercise price (in dollars per share)
 
 
 
 
 
$ 31.31 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at end of period, weighted average exercise price (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 37.13 
$ 37.00 
$ 35.24 
$ 39.73 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at beginning of period, weighted average remaining contractual term (in years)
 
 
 
 
 
 
 
 
 
 
 
 
 
4.8 
5.7 
6.8 
7.2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at end of period, weighted average remaining contractual term (in years)
 
 
 
 
 
 
 
 
 
 
 
 
 
4.8 
5.7 
6.8 
7.2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at beginning of period, range of exercise prices (minimum) (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 13.83 
$ 13.83 
$ 13.83 
$ 29.38 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at end of period, range of exercise prices (minimum) (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 13.83 
$ 13.83 
$ 13.83 
$ 29.38 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at beginning of period, range of exercise prices (maximum) (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 55.90 
$ 55.90 
$ 55.90 
$ 55.90 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at end of period, range of exercise prices (maximum) (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 55.90 
$ 55.90 
$ 55.90 
$ 55.90 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeiture Assumption
 
 
 
2.40% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of option activity, additional disclosures [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fully vested options, number (in shares)
 
 
 
1,113,661 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fully vested options, weighted average exercise price (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 38.27 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fully vested options, weighted average exercise price (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
5.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period
 
 
 
 
 
 
 
1,400,000 
 
 
100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate number of Company common shares or Operating Partnership units approved for awards under the 2008 Omnibus Plan, amended (in shares)
 
 
 
1,321,990 
1,452,781 
1,629,609 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Granted in first quarter of 2009
 
 
 
200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Payment Award, Options, Outstanding, Number, Ending Balance, Number of options with vesting schedules of one-third vesting @ each of the first second third years of grant date anniversary
 
 
 
800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Payment Award, Options, Outstanding, Number, Ending Balance, Number of options with vesting schedules of one-third vesting @ each of the third fifth seventh years of grant date anniversary
 
 
 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights
 
 
 
one-third vesting at each of the third, fifth, and seventh years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate intrinsic value of in-the-money options outstanding
 
 
 
 
 
 
 
 
 
 
33,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate intrinsic value of in-the-money fully vested options
 
 
 
 
 
 
 
 
 
 
26,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total intrinsic value of options exercised during the period
 
 
 
 
 
 
 
 
 
 
3,300,000 
4,000,000 
22,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash received from options exercised during the period
 
 
 
 
 
 
 
 
 
 
4,700,000 
3,700,000 
15,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of nonvested options outstanding (in shares)
 
 
 
 
 
 
 
 
 
 
200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee service share-based compensation, aggregate disclosures [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrecognized compensation cost related to nonvested awards
 
 
 
 
 
 
 
 
 
 
100,000 
 
 
 
 
 
 
 
5,300,000 
 
 
 
 
 
 
 
5,300,000 
 
 
 
 
 
 
 
 
 
 
Options exercised under unit option deferral election plan (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The number of mature units tendered for the exercise of previously issued stock options under the unit option deferral election plan (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The number of units deferred under the unit option deferral election upon the exercise of previously issued stock options (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrecognized compensation cost related to nonvested awards, weighted average period of recognition (in years)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.7 
 
 
 
 
 
 
 
1.8 
 
 
 
 
 
 
 
 
 
 
Number of annual installments in which deferred partnership units will be issued (in installments)
 
 
 
 
 
 
 
 
 
 
10 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of non-option activity, additional disclosures [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Awards under the 2008 Omnibus Plan
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Each PSU represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-300% of the PSU based on the Company’s market performance relative to that of a peer group 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Right to receive, upon vesting, shares of common stock as a percentage of the PSU, low range (in hundredths)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Right to receive, upon vesting, shares of common stock as a percentage of the PSU, high range (in hundredths)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
300.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vesting date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 years 
2.78 
3 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of non-option activity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at beginning of period (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
272,356 
196,943 
 
 
 
 
617,884 
617,884 
567,110 
334,878 
 
 
 
 
 
 
 
 
Granted (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53,795 
75,413 
196,943 
144,588 
368,588 
 
1,972 
105,391 
 
 
 
 
 
 
 
 
 
 
 
Forfeited (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,450 
2,057 
17,532 
 
 
 
 
 
 
 
 
Redeemed (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
115,870 
91,757 
118,824 
 
 
 
 
 
 
 
 
Outstanding at end of period (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
326,151 
272,356 
196,943 
 
 
 
 
 
605,927 
617,884 
567,110 
 
 
 
 
 
 
 
 
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 28.88 
$ 15.60 
 
 
 
 
 
$ 22.72 
$ 22.72 
$ 24.92 
$ 48.57 
 
 
 
 
 
 
 
 
Granted, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 85.40 
$ 63.54 
$ 15.60 
$ 35.37 
$ 8.99 
 
$ 53.65 
$ 47.98 
 
$ 35.37 
$ 8.99 
 
 
 
 
 
 
 
 
Forfeited, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 22.19 
$ 56.44 
$ 37.00 
 
 
 
 
 
 
 
 
Redeemed, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 49.67 
$ 14.71 
$ 40.38 
 
 
 
 
 
 
 
 
Outstanding at end of period, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 38.20 
$ 28.88 
$ 15.60 
 
 
 
 
 
$ 22.06 
$ 22.72 
$ 24.92 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Granted in Period, Total Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
70,000 
50,000 
50,000 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity, Instruments Other than Options, Outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,875 
 
 
5,127 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity, Instruments Other than Options, Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
69,507 
19,161 
18,572 
 
Defined Contribution Plan, Cost Recognized
 
 
 
2,900,000 
2,700,000 
2,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Redeemed in Period, Intrinsic Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 6,400,000 
$ 3,600,000 
$ 1,900,000 
 
 
 
 
 
 
 
 
Defined Contribution Plan, Contribution Percent
 
 
 
2.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Defined Contribution Plan, Maximum Company Match Percent
 
 
 
7.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common and Preferred Stock and Equity of TRG (Details) (USD $)
3 Months Ended 12 Months Ended
Jun. 30, 2011
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Class of Stock [Line Items]
 
 
 
 
Stock Issued During Period, Shares, New Issues
2,012,500 
 
 
 
Issuance of common stock, net of offering costs
 
$ 111,956,000 
 
 
Convertible Preferred Stock, Terms of Conversion
 
14,000 shares of Series B Preferred Stock for one common share 
 
 
Conversion of Stock, Numver of shares of Common Stock converted from Series B Preferred Stock under Continuing Offer
 
76 
Preferred Stock, Value, Issued
 
 
30,000,000 
 
Series H Preferred Stock [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Preferred Stock, Dividend Rate, Percentage
 
7.625% 
 
 
Preferred Stock, Dividend Payment Terms
 
cumulative and are paid on the last day of each calendar quarter 
 
 
Auction Market Preferred Securities, Stock Series, Liquidation Value
 
87,000,000 
87,000,000 
 
Preferred Stock, Liquidation Preference Per Share
 
$ 25 
 
 
Series B Preferred Stock [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Convertible Preferred Stock, Terms of Conversion
 
14000 
 
 
Conversion of Stock, Shares Converted
 
1,092,690 
126,109 
70,000 
Series F Preferred Stock [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Preferred Stock, Dividend Rate, Percentage
 
8.20% 
 
 
Preferred Stock, Redeemed Amount
 
27,000,000 
 
 
Redemption amount, discount from book value
 
2,200,000 
 
 
Series G Preferred Stock [Member]
 
 
 
 
Class of Stock [Line Items]
 
 
 
 
Preferred Stock, Dividend Rate, Percentage
 
8.00% 
 
 
Preferred Stock, Dividend Payment Terms
 
cumulative and are paid on the last day of each calendar quarter 
 
 
Auction Market Preferred Securities, Stock Series, Liquidation Value
 
$ 100,000,000 
$ 100,000,000 
 
Preferred Stock, Liquidation Preference Per Share
 
$ 25 
 
 
Commitments and Contingencies (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Cash tender [Abstract]
 
Minimum aggregate value of Operating Partnership units to be tendered
$ 50,000,000 
Fair value of the written option defined by the Cash Tender Agreement
Market value per common share (in dollars per share)
$ 62.10 
Approximate aggregate value of interests in the Operating Partnership that may be tendered
1,500,000,000 
Additional interest the Company would have owned in the Operating Partnership upon purchase of interests (in hundredths)
29.00% 
Convertible Preferred Stock, Terms of Conversion
14,000 shares of Series B Preferred Stock for one common share 
Continuing offer [Abstract]
 
Number Of Shares Of Common Stock Exchangeable For One Unit Of Operating Partnership Interest
Case No CV01619 [Member]
 
Loss Contingencies [Line Items]
 
Filing date
April 2009 
Minimum amount of damages sought by plaintiff
$ 20,000,000 
Number Of Restaurant Owners That Filed Lawsuit
Number of restaurants that filed lawsuit (in restaurants)
Number of affiliates against which the lawsuit was filed (in affiliates)
Earnings Per Share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2010
Sep. 30, 2010
Jun. 30, 2010
Mar. 31, 2010
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Antidilutive securities excluded from computation of earnings per share [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Anti-dilutive effect (in shares)
 
 
 
 
 
 
 
 
 
 
700,000 
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
 
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations
 
 
 
 
 
 
 
 
$ 75,011 
$ 61,284 
$ 47,853 
Income (Loss) from Discontinued Operations - basic
 
 
 
 
 
 
 
 
101,690 
(13,685)
(117,559)
Basic
(149,180)
(8,461)
(8,344)
(10,716)
(33,141)
(722)
(7,453)
(6,283)
(176,701)
(47,599)
69,706 
Shares (Denominator) - basic (in shares)
 
 
 
 
 
 
 
 
56,899,966 
54,569,618 
53,239,279 
Earnings per common share from Continuing Operations
$ 0.53 
$ 0.29 
$ 0.23 
$ 0.27 
$ 0.66 
$ 0.09 
$ 0.20 
$ 0.18 
$ 1.32 
$ 1.12 
$ 0.90 
Income (Loss) from Discontinued Operations
 
 
 
 
 
 
 
 
$ 1.79 
$ (0.25)
$ (2.21)
Earnings per common share - basic (in dollars per share)
$ 2.58 
$ 0.15 
$ 0.15 
$ 0.19 
$ 0.61 
$ 0.01 
$ 0.14 
$ 0.12 
$ 3.11 
$ 0.87 
$ (1.31)
Impact of additional ownership of TRG on income from continuing operations
 
 
 
 
 
 
 
 
625 
428 
293 
Income from continuing operations - Diluted
 
 
 
 
 
 
 
 
75,636 
61,712 
48,146 
Impact of additional ownership of TRG on income (loss) from discontinued operations
 
 
 
 
 
 
 
 
296 
(91)
(542)
Diluted
 
 
 
 
 
 
 
 
$ 177,622 
$ 47,936 
$ (69,955)
Effect of dilutive securities (in shares)
 
 
 
 
 
 
 
 
1,629,123 
1,133,195 
747,377 
Shares (Denominator) - diluted (in shares)
 
 
 
 
 
 
 
 
58,529,089 
55,702,813 
53,986,656 
Earnings per common share from Continuing Operations
$ 0.52 
$ 0.28 
$ 0.23 
$ 0.26 
$ 0.65 
$ 0.09 
$ 0.19 
$ 0 
$ 1.29 
$ 1.11 
$ 0.89 
Income (Loss) from Discontinued Operations
 
 
 
 
 
 
 
 
$ 1.74 
$ (0.25)
$ (2.19)
Earnings per common share - diluted (in dollars per share)
$ 2.50 
$ 0.14 
$ 0.15 
$ 0.19 
$ 0.60 
$ 0.01 
$ 0.14 
$ 0.11 
$ 3.03 
$ 0.86 
$ (1.30)
Outstanding partnership units exchangeable for common shares under the Continuing Offer [Member]
 
 
 
 
 
 
 
 
 
 
 
Antidilutive securities excluded from computation of earnings per share [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Anti-dilutive effect (in shares)
8,800,000 
 
 
 
7,400,000 
 
 
 
7,400,000 
7,400,000 
 
Unissued partnership units under a unit option deferral election [Member]
 
 
 
 
 
 
 
 
 
 
 
Antidilutive securities excluded from computation of earnings per share [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Anti-dilutive effect (in shares)
900,000 
 
 
 
900,000 
 
 
 
900,000 
900,000 
 
Out-of-the-money options [Member]
 
 
 
 
 
 
 
 
 
 
 
Antidilutive securities excluded from computation of earnings per share [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Anti-dilutive effect (in shares)
 
 
 
 
 
 
 
 
100,000 
500,000 
 
Fair Value Disclosures (Fair Value Assets and Liabilities Measured on Recurring Basis) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2011
Dec. 31, 2010
Fair Value, Inputs, Level 2 [Member]
 
 
Assets and liabilities measured at fair value on a recurring basis [Abstract]
 
 
Derivative interest rate contract
 
$ 4,856 
Total assets
 
4,856 
Derivative interest rate contract
(9,044)
(291)
Total liabilities
(9,044)
(291)
Fair Value, Inputs, Level 1 [Member]
 
 
Assets and liabilities measured at fair value on a recurring basis [Abstract]
 
 
Available-for-sale securities
2,158 
2,061 
Insurance deposit
10,708 
10,135 
Total assets
$ 12,866 
$ 12,196 
Fair Value Disclosures (Details) (USD $)
12 Months Ended
Dec. 31, 2009
Dec. 31, 2011
Dec. 31, 2010
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Financial Statement Captions [Line Items]
 
 
 
Notes Payable
 
$ (2,864,135,000)
$ (2,656,560,000)
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net, Available-for-sale Securities
1,666,000 
 
 
Total Impairment Losses
166,680,000 
 
 
Community Development District Obligation [Abstract]
 
 
 
Book value of the capitalized infrastructure assets and improvements, net of depreciation
 
41,600,000 
43,700,000 
Obligation for future special assessments, carrying value
 
61,800,000 
62,600,000 
Obligation for future special assessments, fair value
 
58,200,000 
56,800,000 
Notes payable [Abstract]
 
 
 
Additional Credit Spread Included In Discount Rate To Estimate Fair Value Of Notes Payable
 
1.50% 
1.50% 
Total assets [Member]
 
 
 
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Financial Statement Captions [Line Items]
 
 
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
81,100,000 
 
 
Total Impairment Losses
(166,680,000)
 
 
The Pier Shops investment [Member]
 
 
 
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Financial Statement Captions [Line Items]
 
 
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
52,300,000 
 
 
Total Impairment Losses
(107,652,000)
 
 
Regency Square investment [Member]
 
 
 
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Financial Statement Captions [Line Items]
 
 
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
28,800,000 
 
 
Total Impairment Losses
$ (59,028,000)
 
 
Fair Value Disclosures (Estimated Fair Value of Notes Payable) (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Estimated fair values of notes payable [Abstract]
 
 
Secured Debt
$ 3,145,602,000 
 
Notes payable
3,299,243,000 
2,616,986,000 
Notes Payable Fair Values Hypothetical Percent Increase In Interest Rates
1.00% 
 
Impact Of Overall One Percent Increase In Interest Rates Decrease In Fair Values Of Notes Payable
$ 94,700,000 
 
Impact Of Overall One Percent Increase In Interest Rates Decrease In Fair Values Of Notes Payable Percent
2.90% 
 
Cash Flow Disclosures & Non-Cash Investing and Financing Activities (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Cash Flow Disclosures and Non-Cash Investing and Financing Activties [Abstract]
 
 
 
Interest Paid, Net
$ 117.2 
$ 134.6 
$ 141.8 
Quarterly Financial Data (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2011
Sep. 30, 2011
Jun. 30, 2011
Mar. 31, 2011
Dec. 31, 2010
Sep. 30, 2010
Jun. 30, 2010
Mar. 31, 2010
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Revenues
$ 187,322 
$ 158,555 
$ 149,407 
$ 149,634 
$ 186,439 
$ 148,029 
$ 146,906 
$ 145,053 
$ 644,918 
$ 626,427 
$ 637,458 
Income (Loss) from Equity Method Investments
14,074 
10,958 
10,886 
10,146 
16,199 
9,973 
9,505 
9,735 
46,064 
45,412 
11,488 
Net income (loss)
220,796 
21,868 
20,290 
24,444 
58,572 
8,458 
18,484 
16,813 
287,398 
102,327 
(79,161)
Net Income (Loss) Available to Common Stockholders, Basic
149,180 
8,461 
8,344 
10,716 
33,141 
722 
7,453 
6,283 
176,701 
47,599 
(69,706)
Income (Loss) from Continuing Operations, Per Basic Share
$ 0.53 
$ 0.29 
$ 0.23 
$ 0.27 
$ 0.66 
$ 0.09 
$ 0.20 
$ 0.18 
$ 1.32 
$ 1.12 
$ 0.90 
Earnings Per Share, Basic
$ 2.58 
$ 0.15 
$ 0.15 
$ 0.19 
$ 0.61 
$ 0.01 
$ 0.14 
$ 0.12 
$ 3.11 
$ 0.87 
$ (1.31)
Income (Loss) from Continuing Operations, Per Diluted Share
$ 0.52 
$ 0.28 
$ 0.23 
$ 0.26 
$ 0.65 
$ 0.09 
$ 0.19 
$ 0 
$ 1.29 
$ 1.11 
$ 0.89 
Earnings Per Share, Diluted
$ 2.50 
$ 0.14 
$ 0.15 
$ 0.19 
$ 0.60 
$ 0.01 
$ 0.14 
$ 0.11 
$ 3.03 
$ 0.86 
$ (1.30)
Gains (Losses) on Extinguishment of Debt
 
 
 
 
 
 
 
 
174,171 
 
 
Regency Square Member
 
 
 
 
 
 
 
 
 
 
 
Gains (Losses) on Extinguishment of Debt
 
 
 
 
 
 
 
 
47,400 
 
 
Pier Shops Member
 
 
 
 
 
 
 
 
 
 
 
Gains (Losses) on Extinguishment of Debt
 
 
 
 
 
 
 
 
$ 126,700 
 
 
Valuation and Qualifying Accounts (Details) (Allowance for doubtful receivables [Member], USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Allowance for doubtful receivables [Member]
 
 
 
Movement in Valuation Allowances and Reserves [Roll Forward]
 
 
 
Balance at beginning of year
$ 7,966 
$ 6,894 
$ 9,895 
Charged to costs and expenses
2,032 
3,363 
2,081 
Write-offs
(2,535)
(2,291)
(5,082)
Transfers, net
(4,160)1
 
 
Balance at end of year
$ 3,303 
$ 7,966 
$ 6,894 
Real Estate and Accumulated Depreciation (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2009
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2011
Beverly Center [Member]
Y
Dec. 31, 2011
Cherry Creek Shopping Center [Member]
Y
Dec. 31, 2011
Dolphin Mall [Member]
Y
Dec. 31, 2011
Fairlane Town Center Member
Y
Dec. 31, 2011
The Gardens on El Paseo [Member]
Y
Dec. 31, 2011
The Gardens on El Paseo/El Paseo Village [Member]
Dec. 31, 2011
El Paseo Village [Member]
Y
Dec. 31, 2011
Great Lakes Crossing [Member]
Y
Dec. 31, 2011
The Mall at Green Hills [Member]
Y
Dec. 31, 2011
International Plaza [Member]
Y
Dec. 31, 2011
Mac Arthur Center Member
Y
Dec. 31, 2011
Northlake [Member]
Y
Dec. 31, 2011
Mall At Partridge Creek Member
Y
Dec. 31, 2011
Short Hills [Member]
Y
Dec. 31, 2011
Stony Point [Member]
Y
Dec. 31, 2011
Twelve Oaks Mall Member
Y
Dec. 31, 2011
Mall At Wellington Green [Member]
Y
Dec. 31, 2011
The Shops At Willow Bend [Member]
Y
Dec. 31, 2011
Office Facilities [Member]
Dec. 31, 2011
Peripheral Land [Member]
Dec. 31, 2011
Construction In Process And Development Pre Construction Costs [Member]
Dec. 31, 2011
Assets under CDD Obligations [Member]
Dec. 31, 2011
Other Real Estate Property [Member]
Dec. 31, 2009
Pier Shops Member
Dec. 31, 2011
Pier Shops Member
Dec. 31, 2009
Regency Square Member
Dec. 31, 2011
Regency Square Member
Real Estate and Accumulated Depreciation [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land, Initial Cost of Company
 
$ 377,603 
 
 
 
$ 34,881 
$ 17,330 
 
$ 23,500 
 
$ 15,506 
$ 46,000 
 
 
$ 22,540 
$ 14,097 
$ 25,114 
$ 10,677 
$ 25,410 
$ 18,967 
$ 26,192 
 
$ 46,525 
$ 46,700 
$ 4,164 
 
 
 
 
 
Buildings, Improvements, and Equipment, Initial Cost to Company
 
2,910,126 
 
209,093 
99,260 
222,518 
104,668 
 
132,717 
 
188,933 
332,261 
300,344 
143,471 
142,947 
119,253 
167,595 
92,056 
190,514 
182,228 
213,234 
 
 
 
61,411 
7,623 
 
 
 
 
Cost Capitalized Subsequent to Acquisition
 
733,225 
 
66,715 
120,367 
57,613 
49,446 
 
 
42,440 
36,436 
17,654 
5,047 
14,285 
147,894 
12,787 
81,083 
12,619 
25,770 
27,577 
 
15,479 
 
 
 
 
 
 
Land, Gross Amount at Which Carried at Close of Period
 
380,075 
 
 
 
34,881 
17,330 
 
23,500 
 
15,506 
46,000 
 
 
22,540 
14,097 
25,114 
10,677 
25,410 
21,439 
26,192 
 
46,525 
46,700 
4,164 
 
 
 
 
 
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period
 
3,640,879 
 
275,808 
219,627 
280,131 
154,114 
 
132,722 
 
231,373 
332,269 
336,780 
161,125 
147,994 
133,538 
315,489 
104,843 
271,597 
192,375 
239,004 
27,577 
 
15,479 
61,411 
7,623 
 
25,700 
 
35,900 
Total, Gross Amount at Which Carried at Close of Period
 
4,020,954 
 
275,808 
219,627 
315,012 
171,444 
 
156,222 
 
246,879 
378,269 
336,780 
161,125 
170,534 
147,635 
340,603 
115,520 
297,007 
213,814 
265,196 
27,577 
46,525 
62,179 
65,575 
7,623 
 
 
 
 
Accumulated Depreciation (A/D)
 
1,271,943 
 
142,604 
123,063 
77,655 
69,235 
 
100 
 
102,214 
301 
104,798 
56,853 
54,010 
37,939 
146,742 
42,866 
116,311 
73,194 
79,268 
19,847 
 
 
23,831 
1,112 
 
 
 
 
Total Cost Net of Accumulated Depreciation
 
2,749,011 
2,329,050 
133,204 
96,564 
237,357 
102,209 
 
156,122 
 
144,665 
377,968 
231,982 
104,272 
116,524 
109,696 
193,861 
72,654 
180,696 
140,620 
185,928 
7,730 
46,525 
62,179 
41,744 
6,511 
 
 
 
 
Real Estate and Accumulated Depreciation for The Gardens on El Paseo/El Paseo Village, Amount of Encumbrances
 
 
 
 
 
 
 
 
86,475/ 17,059 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate and Accumulated Depreciation for The Gardens on El Paseo/El Paseo Village, Life Used for Depreciation
 
 
 
 
 
 
 
 
40 Years/ 48 Years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Encumbrances
 
 
 
316,724 
280,000 
290,000 
30,000 
86,475 
 
17,059 
129,222 
111,801 
325,000 
131,000 
215,500 
81,203 
540,000 
103,615 
 
200,000 
 
 
 
 
 
 
 
 
 
 
Depreciable Life
 
 
 
40 
40 
50 
40 
40 
 
48 
50 
40 
50 
50 
50 
50 
40 
50 
50 
50 
50 
 
 
 
 
 
 
 
 
 
Impairment of Real Estate
$ 166,680 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 107,700 
 
$ 59,000 
 
Real Estate and Accumulated Depreciation Changes in Total Real Estate Assets and Accumulated Depreciation (Details) (USD $)
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2008
Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]
 
 
 
 
Balance, beginning of year
$ 3,528,297,000 
$ 3,496,853,000 
$ 3,699,480,000 
 
Real Estate, Acquisitions
560,000,000 
 
 
 
Real Estate, New development and improvements
76,026,000 
79,023,000 
52,772,000 
 
Real Estate, Disposals / Write-offs
(123,839,000)
(46,737,000)
(256,404,000)
 
Real Estate, Transfers In/(Out)
(2,666,000)
(842,000)
1,005,000 
 
Balance, end of year
4,020,954,000 
3,528,297,000 
3,496,853,000 
 
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
 
 
 
 
Real Estate Accumulated Depreciation
(1,271,943,000)
(1,199,247,000)
(1,100,610,000)
(1,049,626,000)
Real Estate Accumulated Depreciation, Depreciation Expense
127,200,000 
144,900,000 
139,700,000 
 
Real Estate Accumulated Depreciation, Other Deductions
54,534,000 
46,295,000 
88,690,000 
 
Real Estate Accumulated Depreciation, Period Increase (Decrease)
 
(16,000)
 
Debt Instrument, Unamortized Premium
9,488,000 
 
 
 
Tax Basis of Investments, Cost for Income Tax Purposes
4,390,000,000 
 
 
 
Segment, Continuing Operations [Member]
 
 
 
 
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
 
 
 
 
Real Estate Accumulated Depreciation, Depreciation Expense
(117,466,000)
(136,824,000)
(129,306,000)
 
Segment, Discontinued Operations [Member]
 
 
 
 
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
 
 
 
 
Real Estate Accumulated Depreciation, Depreciation Expense
(9,764,000)
(8,108,000)
(10,352,000)
 
The Mall at Green Hills [Member]
 
 
 
 
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
 
 
 
 
Debt Instrument, Unamortized Premium
4,200,000 
 
 
 
Line of Credit [Member]
 
 
 
 
Real Estate and Accumulated Depreciation [Line Items]
 
 
 
 
Line Of Credit Facility Maximum Borrowing Capacity Including Letter Of Credit
650,000,000 
 
 
 
The Gardens on El Paseo [Member]
 
 
 
 
Real Estate and Accumulated Depreciation [Line Items]
 
 
 
 
Mortgage Loans on Real Estate, Carrying Amount of Mortgages
86,500,000 
 
 
 
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
 
 
 
 
Debt Instrument, Unamortized Premium
300,000 
 
 
 
El Paseo Village [Member]
 
 
 
 
Real Estate and Accumulated Depreciation [Line Items]
 
 
 
 
Mortgage Loans on Real Estate, Carrying Amount of Mortgages
17,100,000 
 
 
 
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
 
 
 
 
Debt Instrument, Unamortized Premium
5,000,000 
 
 
 
The Mall at Green Hills [Member]
 
 
 
 
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]
 
 
 
 
Debt Instrument, Unamortized Premium
$ 4,200,000