TAUBMAN CENTERS INC, 10-Q filed on 5/3/2012
Quarterly Report
Document and Entity Information Document (USD $)
3 Months Ended
Mar. 31, 2012
May 2, 2012
Jun. 30, 2011
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-Q 
 
 
Document Period End Date
Mar. 31, 2012 
 
 
Document Fiscal Year Focus
2012 
 
 
Document Fiscal Period Focus
Q1 
 
 
Amendment Flag
false 
 
 
Entity Common Stock, Shares Outstanding
 
58,769,533 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Public Float
 
 
$ 3,361,693,312 
CONSOLIDATED BALANCE SHEET (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Assets:
 
 
Properties
$ 4,100,155 
$ 4,020,954 
Accumulated depreciation and amortization
(1,299,655)
(1,271,943)
Properties, net
2,800,500 
2,749,011 
Investment in Unconsolidated Joint Ventures
74,776 
75,582 
Cash and cash equivalents
27,101 
24,033 
Restricted cash
6,084 
295,318 
Accounts and notes receivable, less allowance for doubtful accounts of $3,114 and $3,303 in 2012 and 2011
54,441 
59,990 
Accounts receivable from related parties
1,829 
1,418 
Deferred charges and other assets
131,699 
131,440 
Total Assets
3,096,430 
3,336,792 
Liabilities:
 
 
Mortgage notes payable
2,945,761 
2,864,135 
Installment notes
 
281,467 
Accounts payable and accrued liabilities
232,608 
255,146 
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
193,838 
192,257 
Total Liabilities
3,372,207 
3,593,005 
Commitments and contingencies
   
   
Redeemable noncontrolling interests
82,949 
84,235 
Equity:
 
 
Series B Non-Participating Convertible Preferred Stock, $0.001 par and liquidation value, 40,0000 shares authorized, 26,460,058 and 26,461,958 shares issued and outstanding at March 31, 2012 and December 31, 2011
26 
26 
Common Stock, $0.01 par value, 250,000,000 shares authorized, 58,727,927 and 58,022,475 shares issued and outstanding at March 31, 2012 and December 31, 2011
587 
580 
Additional paid-in capital
666,007 
673,923 
Accumulated other comprehensive income (loss)
(25,575)
(27,613)
Dividends in excess of net income
(872,687)
(863,040)
Total Shareowners Equity
(231,642)
(216,124)
Noncontrolling interests
(127,084)
(124,324)
Shareowners' Equity, including Portion Attributable to Noncontrolling Interests
(358,726)
(340,448)
Total Liabilities and Equity
$ 3,096,430 
$ 3,336,792 
Balance Sheet Parenthetical Parentheticals (USD $)
Mar. 31, 2012
Dec. 31, 2011
Allowance for doubtful accounts
$ 3,114,000 
$ 3,303,000 
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
250,000,000 
250,000,000 
Common stock, shares issued
58,727,927 
58,022,475 
Common stock, shares outstanding
58,727,927 
58,022,475 
Series B Preferred Stock [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
26,460,058 
26,461,958 
Preferred Stock, Non-Participating, Convertible, Shares Outstanding
26,460,058 
26,461,958 
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
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Revenues:
 
 
Minimum rents
$ 93,744 
$ 82,881 
Percentage rents
4,403 
3,304 
Expense recoveries
56,477 
51,437 
Management, leasing, and development services
8,648 
5,860 
Other
5,992 
6,152 
Total Revenue
169,264 
149,634 
Expenses:
 
 
Maintenance, taxes, utilities, and promotion
41,698 
40,664 
Other operating
16,310 
17,079 
Management, leasing, and development services
8,522 
2,280 
General and administrative
8,407 
7,284 
Interest expense
37,527 
29,774 
Depreciation and amortization - continuing operations
36,434 
32,025 
Total Expenses
148,898 
129,106 
Nonoperating income
124 
105 
Income from continuing operations before income tax expense and equity in income of Unconsolidated Joint Ventures
20,490 
20,633 
Income tax (expense) benefit
(214)
(210)
Equity in income of Unconsolidated Joint Ventures
11,901 
10,146 
Income (loss) from continuing operations
32,177 
30,569 
Income (loss) from discontinued operations
   
(6,125)
Net income (loss)
32,177 
24,444 
Income (loss) from continuing operations attributable to noncontrolling interest
(10,585)
(11,611)
Income (loss) from discontinued operations attributable to noncontrolling interests
   
1,922 
Net income (loss) attributable to Taubman Centers, Inc.
21,592 
14,755 
Distributions to participating securities of TRG
(403)
(381)
Preferred stock dividends
(3,658)
(3,658)
Net income (loss) attributable to Taubman Centers, Inc. common shareowners
17,531 
10,716 
Other Comprehensive Income (Loss), Net of Tax [Abstract]
 
 
Net income (loss)
32,177 
24,444 
Unrealized gain (loss) on interest rate instruments and other
2,785 
2,635 
Reclassification adjustment for amounts recognized in net income
245 
315 
Other comprehensive income (loss)
3,030 
2,950 
Comprehensive income (loss)
35,207 
27,394 
Comprehensive (income) loss attributable to noncontrolling interests
(11,585)
(10,752)
Comprehensive income (loss) attributable to Taubman Centers, Inc.
$ 23,622 
$ 16,642 
Basic earnings per common share - Continuing operations
$ 0.30 
$ 0.27 
Basic earnings per common share - Discontinued operations
   
$ (0.08)
Total basic earnings per common share
$ 0.30 
$ 0.19 
Diluted earnings per common share - Continuing operations
$ 0.30 
$ 0.26 
Diluted earnings per common share - Discontinued operations
   
$ (0.07)
Total diluted earnings per common share
$ 0.30 
$ 0.19 
Cash dividends declared per common share
$ 0.4625 
$ 0.4375 
Weighted average number of common shares outstanding - basic
58,247,148 
55,560,988 
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, 2010
$ (527,911)
$ 26 
$ 547 
$ 589,881 
$ (14,925)
$ (939,290)
$ (164,150)
Balance (in shares) at Dec. 31, 2010
 
33,713,126 
54,696,054 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
Issuance of stock pursuant to Continuing Offer
 
(1)
11 
(10)
 
 
 
Issuance of stock pursuant to Continuing Offer (in shares)
 
(1,092,690)
1,092,766 
 
 
 
 
Share-based compensation under employee and director benefit plans
1,061 
 
1,060 
 
 
 
Share-based compensation under employee and director benefit plans (in shares)
 
 
86,651 
 
 
 
 
Adjustments of noncontrolling interests
 
 
 
(4,217)
304 
 
3,913 
Adjustments of noncontrolling interests
 
 
 
(4,217)
 
 
 
Contributions from noncontrolling interests (excludes contributions from redeemable noncontrolling interests)
31,417 
 
 
 
 
 
31,417 
Dividend equivalents
(25)
 
 
 
 
(25)
 
Dividends and distributions (excludes distributions attributable to redeemable noncontrolling interests)
(44,841)
 
 
 
 
(28,493)
(16,348)
Net income (excludes net loss attributable to redeemable noncontrolling interests)
24,506 
 
 
 
 
14,755 
9,751 
Unrealized gain on interest rate instruments and other (excludes other comprehensive income attritbutable to redeemable noncontrolling interests)
2,635 
 
 
 
1,670 
 
965 
Reclassification adjustment for amounts recognized in net income
315 
 
 
 
217 
 
98 
Balance at Mar. 31, 2011
(512,843)
25 
559 
586,714 
(12,734)
(953,053)
(134,354)
Balance (in shares) at Mar. 31, 2011
 
32,620,436 
55,875,471 
 
 
 
 
Balance at Dec. 31, 2011
(340,448)
26 
580 
673,923 
(27,613)
(863,040)
(124,324)
Balance (in shares) at Dec. 31, 2011
 
33,941,958 
58,022,475 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
Share-based compensation under employee and director benefit plans
(7,718)
 
(7,725)
 
 
 
Share-based compensation under employee and director benefit plans (in shares)
 
 
705,452 
 
 
 
 
Tax impact of share-based compensation
190 
 
 
190 
 
 
 
Adjustments of noncontrolling interests
(79)
 
 
(381)
 
294 
Adjustments of noncontrolling interests (in shares)
 
(1,900)
 
 
 
 
 
Dividend equivalents
(33)
 
 
 
 
(33)
 
Dividends and distributions (excludes distributions attributable to redeemable noncontrolling interests)
(46,724)
 
 
 
 
(31,206)
(15,518)
Net income (excludes net loss attributable to redeemable noncontrolling interests)
33,101 
 
 
 
 
21,592 
11,509 
Unrealized gain on interest rate instruments and other (excludes other comprehensive income attritbutable to redeemable noncontrolling interests)
2,740 
 
 
 
1,861 
 
879 
Reclassification adjustment for amounts recognized in net income
245 
 
 
 
169 
 
76 
Balance at Mar. 31, 2012
$ (358,726)
$ 26 
$ 587 
$ 666,007 
$ (25,575)
$ (872,687)
$ (127,084)
Balance (in shares) at Mar. 31, 2012
 
33,940,058 
58,727,927 
 
 
 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parentheticals) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Contributions from redeemable noncontrolling interests
$ 230 
$ 62 
Distributions attributable to redeemable noncontrolling interests
(611)
 
Net income (loss) attributable to redeemable noncontrolling interests
(924)
(62)
Other comprehensive income (loss) attributable to redeemable noncontrolling interests
$ 45 
    
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Cash Flows From Operating Activities:
 
 
Net income (loss)
$ 32,177 
$ 24,444 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
Depreciation and amortization - continuing operations
36,434 
32,025 
Depreciation and amortization - discontinued operations
 
1,764 
Provision for bad debts
130 
2,304 
Other
3,788 
3,354 
Increase (decrease) in cash attributable to changes in assets and liabilities:
 
 
Receivables, restricted cash, deferred charges, and other assets
1,194 
(1,589)
Accounts payable and other liabilities
(13,031)
(9,017)
Net Cash Provided By (Used In) Operating Activities
60,692 
53,285 
Cash Flows From Investing Activities:
 
 
Additions to properties
(93,681)
(21,414)
Repayments of notes receivable
523 
440 
Release of restricted cash
289,389 
 
Contributions to Unconsolidated Joint Ventures
(225)
(225)
Distributions from Unconsolidated Joint Ventures in excess of income
3,554 
6,052 
Net Cash Provided By (Used In) Investing Activities
199,560 
(15,147)
Cash Flows From Financing Activities:
 
 
Debt proceeds
85,955 
35,996 
Debt payments
(3,592)
(54,892)
Repayment of installment notes
(281,467)
 
Debt issuance costs
   
(2,062)
Issuance of common stock and/or partnership units in connection with incentive plans
(10,885)
(2,000)
Distributions to noncontrolling interests
(16,129)
(16,348)
Distributions to participating securities of TRG
(403)
(381)
Contributions from noncontrolling interests
230 
31,479 
Cash dividends to preferred shareowners
(3,658)
(3,658)
Cash dividends to common shareowners
(27,145)
(24,446)
Other
(90)
(77)
Net Cash Provided By (Used In) Financing Activities
(257,184)
(36,389)
Net Increase In (Decrease In) Cash and Cash Equivalents
3,068 
1,749 
Cash and Cash Equivalents at Beginning of Period
24,033 
19,291 
Cash and Cash Equivalents at End of Period
$ 27,101 
$ 21,040 
Interim Financial Statements
Interim Financial Statements
Interim Financial Statements

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 March 31, 2012 included 24 urban and suburban shopping centers in 12 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.

The unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year.

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. Income statement amounts for properties disposed of have been reclassified to discontinued operations. 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.

Ownership

In addition to the Company’s common stock, there are three classes of preferred stock (Series B, G, and H) outstanding as of March 31, 2012. Dividends on the 8% Series G and 7.625% Series H Preferred Stock are cumulative and are paid on the last day of each calendar quarter. The Company owns corresponding Series G and 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 G and Series H Preferred Stock.

The Company also is obligated to issue to partners in the Operating Partnership other than the Company, upon subscription, one share of nonparticipating Series B Preferred Stock per each Operating Partnership unit. The Series B Preferred Stock entitles its holders to one vote per share on all matters submitted to the Company’s shareowners and votes together with the common stock on all matters as a single class. The holders of Series B Preferred Stock are not entitled to dividends or earnings. The Series B Preferred Stock is convertible into the Company’s common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock.

Outstanding voting securities of the Company at March 31, 2012 consisted of 26,460,058 shares of Series B Preferred Stock and 58,727,927 shares of common stock.

The Operating Partnership

At March 31, 2012, the Operating Partnership’s equity included two classes of preferred equity (Series G and H) and the net equity of the partnership unitholders. 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.

The Company's ownership in the Operating Partnership at March 31, 2012 consisted of a 69% managing general partnership interest, as well as the Series G and H Preferred Equity interests. The Company's average ownership percentage in the Operating Partnership was 69% for the three months ended March 31, 2012 and 2011. At March 31, 2012, the Operating Partnership had 85,206,435 partnership units outstanding, of which the Company owned 58,727,927 units.
Acquisitions, Dispositions, and Development
Pending Acquisitions and Development [Text Block]
Acquisitions, Dispositions, and Development

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 consisted of the assumption of approximately $206 million of debt, approximately $281.5 million in installment notes, and the issuance of 1.3 million of Operating Partnership units. The 1.3 million Operating Partnership units issued were determined based on a value of $55 per unit, which approximated the fair value due to restrictions on sale of these Operating Partnership units. See Note 6 for features of the Operating Partnership units. The installment notes bore interest at 3.125% and were paid in full in February 2012. 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. For each Operating Partnership unit issued, a share of Series B Preferred Stock (Note 9) was also issued.

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

 



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 included 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.

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 evaluating certain valuation information for assets and liabilities acquired to complete its allocations. A final determination of the required purchase price allocations will be made before the end of 2012.

Dispositions

Discontinued operations in the accompanying Statement of Operations and Comprehensive Income consist of the financial results of The Pier Shops at Caesars (The Pier Shops) and Regency Square. Total revenues from discontinued operations were $5.9 million for the three months ended March 31, 2011.

In November 2011, the mortgage lender for The Pier Shops completed the foreclosure on the property and title to the property was transferred to the mortgage lender. The Company was relieved of $135 million of debt obligations plus accrued default interest associated with the property.

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 was relieved of $72.2 million of debt obligations plus accrued default interest associated with the property.


Development

City Creek Center

City Creek Center, a mixed-use project in Salt Lake City, Utah, opened in March 2012. The Company owns the retail space subject to a long-term participating lease. City Creek Reserve, Inc. (CCRI), an affiliate of the LDS Church, is the participating lessor and provided all of the construction financing. The Company owns 100% of the leasehold interest in the retail buildings and property. CCRI has an option to purchase the Company’s interest at fair value at various points in time over the term of the lease. The Company paid $75 million to CCRI for leasehold improvements upon opening of the retail center in March 2012 which is classified within Additions to Properties on the Consolidated Statement of Cash Flows.

Shinsegae

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. The $20.9 million payment is classified within Deferred Charges and Other Assets on the Consolidated Balance Sheet as of March 31, 2012 and December 31, 2011.
Income Taxes
Income Taxes
Income Taxes

Income Tax Expense

The Company’s income tax expense for the three months ended March 31, 2012 and 2011 is as follows:

 
2012
 
2011
State current
$
43

 
$
242

State deferred
(4
)
 
(49
)
Federal current
203

 
17

Federal deferred
(34
)
 


Foreign current
6

 
 
Total income tax expense
$
214

 
$
210



The Company expects to have less than $0.1 million of federal alternative minimum tax payable in 2012.

Deferred Taxes

Deferred tax assets and liabilities as of March 31, 2012 and December 31, 2011 are as follows:

 
2012
 
2011
Deferred tax assets:
 
 
 
Federal
$
3,681

 
$
3,655

Foreign
1,655

 
1,196

State
238

 
232

Total deferred tax assets
$
5,574

 
$
5,083

Valuation allowances
(1,826
)
 
(1,373
)
Net deferred tax assets
$
3,748

 
$
3,710

Deferred tax liabilities:
 

 
 

Federal
$
644

 
$
623

State
99

 
121

Total deferred tax liabilities
$
743

 
$
744




The Company believes that it is more likely than not the results of future operations will generate sufficient taxable income to recognize 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.

During the quarter ended March 31, 2012, the Company realized a $0.2 million tax benefit as additional paid-in capital relating to the redemption of certain share-based compensation awards.  This benefit represents the amount of the tax deduction that exceeds the recognized deferred tax asset relating to the awards, which was based on their cumulative book compensation cost. This excess tax deduction is due to changes in the fair value of the Company's shares between the grant date (the measurement date for book purposes) and the exercise date (the measurement date for tax purposes) of the awards.
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
March 31, 2012 and
December 31, 2011
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, any distributions related to refinancing of the centers further decrease the net equity of the centers.

The estimated fair value of the Unconsolidated Joint Ventures’ notes payable was $1.2 billion at March 31, 2012 and December 31, 2011. The methodology for determining this fair value is consistent with that used for determining the fair value of consolidated mortgage notes payable (Note 11).

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.

 
March 31
2012
 
December 31 2011
Assets:
 
 
 
Properties
$
1,108,090

 
$
1,107,314

Accumulated depreciation and amortization
(452,304
)
 
(446,059
)
 
$
655,786

 
$
661,255

Cash and cash equivalents
19,987

 
22,042

Accounts and notes receivable, less allowance for doubtful accounts of $1,292 and $1,422 in 2012 and 2011
19,161

 
24,628

Deferred charges and other assets
20,715

 
21,289

 
$
715,649

 
$
729,214

 
 
 
 
Liabilities and accumulated deficiency in assets:
 

 
 

Mortgage notes payable
$
1,135,721

 
$
1,138,808

Accounts payable and other liabilities
48,498

 
55,737

TRG's accumulated deficiency in assets
(246,087
)
 
(244,758
)
Unconsolidated Joint Venture Partners' accumulated deficiency in assets
(222,483
)
 
(220,573
)
 
$
715,649

 
$
729,214

 
 
 
 
TRG's accumulated deficiency in assets (above)
$
(246,087
)
 
$
(244,758
)
TRG basis adjustments, including elimination of intercompany profit
66,711

 
67,282

TCO's additional basis
60,314

 
60,801

Net Investment in Unconsolidated Joint Ventures
$
(119,062
)
 
$
(116,675
)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
193,838

 
192,257

Investment in Unconsolidated Joint Ventures
$
74,776

 
$
75,582


 
Three Months Ended
March 31
 
2012
 
2011
Revenues
$
65,310

 
$
63,359

Maintenance, taxes, utilities, promotion, and other operating expenses
$
20,222

 
$
20,237

Interest expense
15,667

 
15,596

Depreciation and amortization
8,274

 
9,185

Total operating costs
$
44,163

 
$
45,018

Nonoperating income
8

 
5

Net income
$
21,155

 
$
18,346

 
 
 
 
Net income attributable to TRG
$
12,004

 
$
10,469

Realized intercompany profit, net of depreciation on TRG’s basis adjustments
384

 
164

Depreciation of TCO's additional basis
(487
)
 
(487
)
Equity in income of Unconsolidated Joint Ventures
$
11,901

 
$
10,146

 
 
 
 
Beneficial interest in Unconsolidated Joint Ventures’ operations:
 

 
 

Revenues less maintenance, taxes, utilities, promotion, and other operating expenses
$
25,106

 
$
23,709

Interest expense
(8,094
)
 
(8,077
)
Depreciation and amortization
(5,111
)
 
(5,486
)
Equity in income of Unconsolidated Joint Ventures
$
11,901

 
$
10,146

Beneficial Interest in Debt and Interest Expense
Beneficial interest in Debt and Interest Expense
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 Shopping Center (50%), International Plaza (49.9%), The Mall at Wellington Green (10%), and MacArthur Center (MacArthur) (5%).
 
At 100%
 
At Beneficial Interest
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
Debt as of:
 
 
 
 
 
 
 
March 31, 2012
$
2,945,761

 
$
1,135,721

 
$
2,617,037

 
$
578,715

December 31, 2011
3,145,602

 
1,138,808

 
2,816,877

 
580,557

 
 
 
 
 
 
 
 
Capitalized interest:
 

 
 

 
 

 
 

Three Months Ended March 31, 2012
8

 
 

 
8

 
 

Three Months Ended March 31, 2011
213

 
 

 
213

 
 

 
 
 
 
 
 
 
 
Interest expense from continuing operations:
 

 
 

 
 

 
 

Three Months Ended March 31, 2012
37,527

 
15,667

 
33,321

 
8,094

Three Months Ended March 31, 2011
29,774

 
15,596

 
26,875

 
8,077

 
 
 
 
 
 
 
 
Interest expense from discontinued operations(1):
 
 
 
 
 
 
 
Three Months Ended March 31, 2011
5,241

 
 
 
5,241

 
 


(1)
Includes The Pier Shops and Regency Square (Note 2).



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 March 31, 2012. 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 March 31, 2012.

Center
 
Loan Balance
as of 3/31/12
 
TRG's Beneficial Interest in Loan Balance
as of 3/31/12
 
Amount of Loan Balance Guaranteed by TRG
as of 3/31/12
 
% 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
 
80.0

 
80.0

 
80.0

 
100
%
 
100
%
Twelve Oaks Mall
 
20.0

 
20.0

 
20.0

 
100
%
 
100
%


The Company is required to escrow cash balances for specific uses stipulated by certain of its lenders. As of March 31, 2012 and December 31, 2011, the Company’s cash balances restricted for these uses were $6.1 million and $5.9 million, respectively. 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).

2012 Financings

In April 2012, the maturity date on the Company's second line of credit was extended through April 2014. The maximum amount available under this facility increased to $65 million and the rate was increased to LIBOR plus 1.40% from LIBOR plus 1.00%.
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 in December 2012 pursuant to the Continuing Offer (Note 9). Prior to that date, the holders have the ability to put the units back to the Operating Partnership 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 $72.6 million at March 31, 2012 and $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 $10.4 million at March 31, 2012 and $11.6 million at December 31, 2011. Any adjustments to the redemption value will be recorded through equity.

The Company's president of Taubman Asia (the Asia President) has 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 March 31, 2012 and December 31, 2011. Any adjustments to the redemption value are recorded through equity.

The Company owns a 90% controlling interest in a joint venture that is focusing on developing and owning outlet shopping centers. The amount of capital that the 10% 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 March 31, 2012 and December 31, 2011. Any adjustments to the redemption value are recorded through equity.

Reconciliation of Redeemable Noncontrolling Interests

 
2012
 
2011
Balance January 1
$
84,235

 
$

Contributions
230

 
62

Allocation of net loss
(924
)
 
(62
)
Other comprehensive income
45

 


Distributions
(611
)
 
 
Redemption of TRG partnership units
(105
)
 
 
Adjustments of redeemable noncontrolling interests
79

 
 
Balance March 31
$
82,949

 
$



Equity Balances of Nonredeemable Noncontrolling Interests

The net equity balance of the noncontrolling interests as of March 31, 2012 and December 31, 2011 includes the following:

 
2012
 
2011
Non-redeemable noncontrolling interests:
 
 
 
Noncontrolling interests in consolidated joint ventures
$
(102,439
)
 
$
(101,872
)
Noncontrolling interests in partnership equity of TRG
(24,645
)
 
(22,452
)
 
$
(127,084
)
 
$
(124,324
)


Income Allocable to Noncontrolling Interests

Net income attributable to the noncontrolling interests for the three months ended March 31, 2012 and March 31, 2011 includes the following:

 
2012
 
2011
Net income attributable to noncontrolling interests:
 
 
 
Non-redeemable noncontrolling interests:
 
 
 
Noncontrolling share of income of consolidated joint ventures
$
3,194

 
$
3,447

Noncontrolling share of income of TRG
8,315

 
5,689

TRG Series F preferred distributions


 
615

 
$
11,509

 
$
9,751

Redeemable noncontrolling interests
(924
)
 
(62
)
 
$
10,585

 
$
9,689



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 three months ended March 31, 2012 and March 31, 2011:

 
2012
 
2011
Net income attributable to Taubman Centers, Inc. common shareowners
$
17,531

 
$
10,716

Transfers (to) from the noncontrolling interest –
 

 
 

Decrease in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest (1)
(381
)
 
(4,217
)
Net transfers (to) from noncontrolling interests
(381
)
 
(4,217
)
Change from net income attributable to Taubman Centers, Inc. and transfers (to) from noncontrolling interests
$
17,150

 
$
6,499


(1)
In 2012 and 2011, 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 under employee and director share-based compensation benefit plans (Note 8), issuances of stock pursuant to the Continuing Offer (Note 9), and redemptions of certain redeemable Operating Partnership Units (Note 2).

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 March 31, 2012, 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 March 31, 2012, compared to a book value of $(99.8) 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.

As of March 31, 2012, 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 $7.1 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 March 31, 2012, the Company had $1.2 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 three months ended March 31, 2012 and March 31, 2011. 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 three months ended March 31, 2012 and March 31, 2011, 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)
 
Three Months Ended
March 31
 
 
 
Three Months Ended
March 31
 
2012
 
2011
 
 
 
2012
 
2011
Derivatives in cash flow hedging relationships:
 
 
 
 
 
 
 
 
 
Interest rate contracts – consolidated subsidiaries
$
1,732

 
$
1,627

 
Interest Expense
 
$
(784
)
 
$
(1,070
)
Interest rate contracts – UJVs
848

 
943

 
Equity in Income of UJVs
 
(910
)
 
(978
)
Total derivatives in cash flow hedging relationships
$
2,580

 
$
2,570

 
 
 
$
(1,694
)
 
$
(2,048
)
 
 
 
 
 
 
 
 
 
 
Realized losses on settled cash flow hedges:
 

 
 

 
 
 
 

 
 

Interest rate contracts – consolidated subsidiaries
 

 
 

 
Interest Expense
 
$
(151
)
 
$
(221
)
Interest rate contract – UJVs
 

 
 

 
Equity in Income of UJVs
 
(94
)
 
(94
)
Total realized losses on settled cash flow hedges
 

 
 

 
 
 
$
(245
)
 
$
(315
)


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 March 31, 2012 and December 31, 2011.

 
 
 
Fair Value
 
Consolidated Balance Sheet Location
 
March 31
2012
 
December 31 2011
Derivatives designated as hedging instruments:
 
 
 
 
 
Liability derivatives:
 
 
 

 
 

Interest rate contract – consolidated subsidiaries
Accounts Payable and Accrued Liabilities
 
$
(7,312
)
 
$
(9,044
)
Interest rate contracts – UJVs
Investment in UJVs
 
(8,197
)
 
(9,045
)
Total liabilities designated as hedging instruments
 
 
$
(15,509
)
 
$
(18,089
)


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 March 31, 2012, 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 March 31, 2012 and December 31, 2011, the fair value of derivative instruments with credit-risk-related contingent features that are in a liability position was $15.5 million and $18.1 million, respectively. As of March 31, 2012 and December 31, 2011, 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 11 for fair value information on derivatives.
Share-Based Compensation
Share-Based Compensation
Share-Based Compensation

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 are 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 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 $2.9 million and $2.4 million for the three months ended March 31, 2012 and 2011, respectively. Compensation cost capitalized as part of properties and deferred leasing costs was approximately $0.3 million and $0.1 million for the three months ended March 31, 2012 and 2011, respectively.

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

A summary of option activity for the three months ended March 31, 2012 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, 2012
1,321,990

 
$
37.13

 
4.8

 
$
13.83

-
$
55.90

Exercised
(63,408
)
 
33.21

 
 
 
 
 
 
Outstanding at March 31, 2012
1,258,582

 
$
37.33

 
4.6

 
$
13.83

-
$
55.90

Fully vested options at March 31, 2012
1,251,916

 
37.36

 
4.6

 
 

 
 


There were 0.2 million options that vested during the three months ended March 31, 2012.

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 March 31, 2012 was $44.8 million and $44.6 million, respectively.

The total intrinsic value of options exercised during the three months ended March 31, 2012 was $2.3 million. Cash received from option exercises for the three months ended March 31, 2012 was $2.1 million. No options were exercised during the three months ended March 31, 2011.

As of March 31, 2012, there were less than 0.1 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 March 2012, 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 three years from the grant date, if continuous service has been provided, or upon retirement or certain other events (such as death or disability) if earlier. No dividends accumulate during the vesting period. The Company estimated the value of these PSU granted 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 0.43%, and a measurement period of three years. The resulting weighted average grant-date fair value was $106.71 per PSU.

Also in March 2012, the Company granted additional PSU under the 2008 Omnibus Plan that represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-400% of the PSU based on the Company’s market performance relative to that of a peer group. The vesting date is five years from the grant date, if continuous service has been provided, or upon certain other events (such as death or disability) if earlier. No dividends accumulate during the vesting period. The Company estimated the value of these PSU granted 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 0.87%, and a measurement period of five years. The resulting weighted average grant-date fair value was $187.73 per PSU.

A summary of PSU activity for the three months ended March 31, 2012 is presented below:
 
Number of Performance Share Units
 
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012
326,151

 
$
38.20

Vested
(196,943
)
(1) 
15.60

Granted (three year vesting)
48,308

 
106.71

Granted (five year vesting)
104,161

 
187.73

Outstanding at March 31, 2012
281,677

 
$
121.04


(1)
Based on the Company's market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the quarter ended March 31, 2012 equaled 240% of the number of PSU awards vested in the table above.

None of the PSU outstanding at March 31, 2012 were vested. As of March 31, 2012, there was $28.6 million of total unrecognized compensation cost related to nonvested PSU outstanding. This cost is expected to be recognized over an average period of 4.0 years.

Restricted Share Units

In March 2012, Restricted Share Units (RSU) were issued under the 2008 Omnibus Plan and represent the right to receive upon vesting one share of the Company’s common stock. The units vest in March 2015, 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 Company estimated the value of the RSU granted in March 2012 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 0.43%. The result of the Company’s valuation was a weighted average grant-date fair value of $63.39 per RSU granted.

A summary of RSU activity for the three months ended March 31, 2012 is presented below:
 
Number of Restricted Share Units
 
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012
605,927

 
$
22.06

Vested
(356,840
)
 
8.99

Granted March 2012
94,756

 
63.39

Forfeited
(1,186
)
 
41.62

Outstanding at March 31, 2012
342,657

 
$
47.04



None of the RSU outstanding at March 31, 2012 were vested. As of March 31, 2012, there was $9.7 million of total unrecognized compensation cost related to nonvested RSU outstanding. This cost is expected to be recognized over an average period of 2.3 years.
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 March 31, 2012 of $72.95 per common share, the aggregate value of interests in the Operating Partnership that may be tendered under the Cash Tender Agreement was approximately $1.8 billion. The purchase of these interests at March 31, 2012 would have resulted in the Company owning an additional 28% 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 until 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 ratio of 14,000 shares of Series B Preferred Stock for one share of common stock.

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.

Other

See Note 5 for the Operating Partnership's guarantees of certain notes payable, Note 6 for contingent features relating to certain joint venture agreements, Note 7 for contingent features relating to derivative instruments, and Note 8 for obligations under existing share-based compensation plans.

See Note 6 for the Operating Partnership's contingent obligation to repurchase units issued in connection with the acquisition of centers 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 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 9), 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 8). 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 March 31, 2012, there were 7.4 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 and unissued units were excluded from the computation of diluted earnings per share as they were anti-dilutive in all periods presented. Also, there were out-of-the-money options for 0.3 million shares for the three months ended March 31, 2011 that were excluded from the computation of diluted EPS because they were anti-dilutive.
 
Three Months Ended
 
March 31
 
2012
 
2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
Income from continuing operations
$
17,531

 
$
14,919

Loss from discontinued operations


 
(4,203
)
Basic
$
17,531

 
$
10,716

 
 
 
 
Shares (Denominator) – basic
58,247,148

 
55,560,988

 
 
 
 
Earnings per common share from continuing operations
$
0.30

 
$
0.27

Loss from discontinued operations


 
(0.08
)
Earnings per common share – basic
$
0.30

 
$
0.19


 
Three Months Ended
 
March 31
 
2012
 
2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
Income from continuing operations - basic
$
17,531

 
$
14,919

Impact of additional ownership of TRG on income from continuing operations
168

 
131

Income from continuing operations - diluted
$
17,699

 
$
15,050

Loss from discontinued operations - basic


 
$
(4,203
)
Impact of additional ownership of TRG on loss from discontinued operations


 
(33
)
Diluted
$
17,699

 
$
10,814

 
 
 
 
Shares – basic
58,247,148

 
55,560,988

Effect of dilutive securities
1,660,712

 
1,419,844

Shares (Denominator) – diluted
59,907,860

 
56,980,832

 
 
 
 
Earnings per common share from continuing operations
$
0.30

 
$
0.26

Loss from discontinued operations


 
(0.07
)
Earnings per common share – diluted
$
0.30

 
$
0.19

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
March 31, 2012 Using
 
Fair Value Measurements as of
December 31, 2011 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
 
$
2,364

 
 
 
$
2,158

 
 
Insurance deposit
 
10,669

 
 

 
10,708

 
 

Total assets
 
$
13,033

 


 
$
12,866

 


 
 
 
 
 
 
 
 
 
Derivative interest rate contracts
 
 

 
$
(7,312
)
 
 

 
$
(9,044
)
Total liabilities
 
 

 
$
(7,312
)
 
 

 
$
(9,044
)


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 on the Consolidated Balance Sheet. Corresponding deferred revenue relating to amounts billed to tenants for this arrangement has been classified within Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheet.

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 on the Consolidated Balance Sheet.

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 March 31, 2012 and December 31, 2011, the book value of the infrastructure assets and improvements, net of depreciation, was $41.1 million and $41.6 million, respectively. The related obligation is classified within Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheet and had a balance of $61.8 million at March 31, 2012 and December 31, 2011. The fair value of this obligation, derived from quoted market prices and therefore falling into Level 1 of the fair value hierarchy, was $62.5 million at March 31, 2012 and $58.2 million at December 31, 2011.

Notes Payable

The fair value of notes payable are estimated using cash flows discounted at current market rates and therefore fall into Level 2 of the fair value hierarchy. When selecting discount rates for purposes of estimating the fair value of notes payable at March 31, 2012 and December 31, 2011, the Company employed the credit spreads at which the debt was originally issued. Excluding 2011 and 2010 refinancings and debt assumed as part of the 2011 acquisitions, an additional 1.50% credit spread was added to the discount rate at March 31, 2012 and December 31, 2011, 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 March 31, 2012 or December 31, 2011. To further assist financial statement users, the Company has included with its fair value disclosures an analysis of interest rate sensitivity.

The estimated fair values of notes payable at March 31, 2012 and December 31, 2011 are as follows:

 
2012
 
2011
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Notes payable
$
2,945,761

 
$
3,073,714

 
$
3,145,602

 
$
3,299,243



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 March 31, 2012 by $88.4 million or 2.9%.

See Note 4 regarding the fair value of the Unconsolidated Joint Ventures’ notes payable, and Note 7 regarding additional information on derivatives.
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)

 
2012
 
2011
State current
$
43

 
$
242

State deferred
(4
)
 
(49
)
Federal current
203

 
17

Federal deferred
(34
)
 


Foreign current
6

 
 
Total income tax expense
$
214

 
$
210


 
2012
 
2011
Deferred tax assets:
 
 
 
Federal
$
3,681

 
$
3,655

Foreign
1,655

 
1,196

State
238

 
232

Total deferred tax assets
$
5,574

 
$
5,083

Valuation allowances
(1,826
)
 
(1,373
)
Net deferred tax assets
$
3,748

 
$
3,710

Deferred tax liabilities:
 

 
 

Federal
$
644

 
$
623

State
99

 
121

Total deferred tax liabilities
$
743

 
$
744

Investments in Unconsolidated Joint Ventures (Tables)
Shopping Center
Ownership as of
March 31, 2012 and
December 31, 2011
Arizona Mills
50%
Fair Oaks
50
The Mall at Millenia
50
Stamford Town Center
50
Sunvalley
50
Waterside Shops
25
Westfarms
79
 
March 31
2012
 
December 31 2011
Assets:
 
 
 
Properties
$
1,108,090

 
$
1,107,314

Accumulated depreciation and amortization
(452,304
)
 
(446,059
)
 
$
655,786

 
$
661,255

Cash and cash equivalents
19,987

 
22,042

Accounts and notes receivable, less allowance for doubtful accounts of $1,292 and $1,422 in 2012 and 2011
19,161

 
24,628

Deferred charges and other assets
20,715

 
21,289

 
$
715,649

 
$
729,214

 
 
 
 
Liabilities and accumulated deficiency in assets:
 

 
 

Mortgage notes payable
$
1,135,721

 
$
1,138,808

Accounts payable and other liabilities
48,498

 
55,737

TRG's accumulated deficiency in assets
(246,087
)
 
(244,758
)
Unconsolidated Joint Venture Partners' accumulated deficiency in assets
(222,483
)
 
(220,573
)
 
$
715,649

 
$
729,214

 
 
 
 
TRG's accumulated deficiency in assets (above)
$
(246,087
)
 
$
(244,758
)
TRG basis adjustments, including elimination of intercompany profit
66,711

 
67,282

TCO's additional basis
60,314

 
60,801

Net Investment in Unconsolidated Joint Ventures
$
(119,062
)
 
$
(116,675
)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
193,838

 
192,257

Investment in Unconsolidated Joint Ventures
$
74,776

 
$
75,582


 
Three Months Ended
March 31
 
2012
 
2011
Revenues
$
65,310

 
$
63,359

Maintenance, taxes, utilities, promotion, and other operating expenses
$
20,222

 
$
20,237

Interest expense
15,667

 
15,596

Depreciation and amortization
8,274

 
9,185

Total operating costs
$
44,163

 
$
45,018

Nonoperating income
8

 
5

Net income
$
21,155

 
$
18,346

 
 
 
 
Net income attributable to TRG
$
12,004

 
$
10,469

Realized intercompany profit, net of depreciation on TRG’s basis adjustments
384

 
164

Depreciation of TCO's additional basis
(487
)
 
(487
)
Equity in income of Unconsolidated Joint Ventures
$
11,901

 
$
10,146

 
 
 
 
Beneficial interest in Unconsolidated Joint Ventures’ operations:
 

 
 

Revenues less maintenance, taxes, utilities, promotion, and other operating expenses
$
25,106

 
$
23,709

Interest expense
(8,094
)
 
(8,077
)
Depreciation and amortization
(5,111
)
 
(5,486
)
Equity in income of Unconsolidated Joint Ventures
$
11,901

 
$
10,146

Beneficial Interest in Debt and Interest Expense (Tables)
 
At 100%
 
At Beneficial Interest
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
Debt as of:
 
 
 
 
 
 
 
March 31, 2012
$
2,945,761

 
$
1,135,721

 
$
2,617,037

 
$
578,715

December 31, 2011
3,145,602

 
1,138,808

 
2,816,877

 
580,557

 
 
 
 
 
 
 
 
Capitalized interest:
 

 
 

 
 

 
 

Three Months Ended March 31, 2012
8

 
 

 
8

 
 

Three Months Ended March 31, 2011
213

 
 

 
213

 
 

 
 
 
 
 
 
 
 
Interest expense from continuing operations:
 

 
 

 
 

 
 

Three Months Ended March 31, 2012
37,527

 
15,667

 
33,321

 
8,094

Three Months Ended March 31, 2011
29,774

 
15,596

 
26,875

 
8,077

 
 
 
 
 
 
 
 
Interest expense from discontinued operations(1):
 
 
 
 
 
 
 
Three Months Ended March 31, 2011
5,241

 
 
 
5,241

 
 


(1)
Includes The Pier Shops and Regency Square (Note 2).
Center
 
Loan Balance
as of 3/31/12
 
TRG's Beneficial Interest in Loan Balance
as of 3/31/12
 
Amount of Loan Balance Guaranteed by TRG
as of 3/31/12
 
% 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
 
80.0

 
80.0

 
80.0

 
100
%
 
100
%
Twelve Oaks Mall
 
20.0

 
20.0

 
20.0

 
100
%
 
100
%
Noncontrolling Interests (Tables)
 
2012
 
2011
Balance January 1
$
84,235

 
$

Contributions
230

 
62

Allocation of net loss
(924
)
 
(62
)
Other comprehensive income
45

 


Distributions
(611
)
 
 
Redemption of TRG partnership units
(105
)
 
 
Adjustments of redeemable noncontrolling interests
79

 
 
Balance March 31
$
82,949

 
$

 
2012
 
2011
Non-redeemable noncontrolling interests:
 
 
 
Noncontrolling interests in consolidated joint ventures
$
(102,439
)
 
$
(101,872
)
Noncontrolling interests in partnership equity of TRG
(24,645
)
 
(22,452
)
 
$
(127,084
)
 
$
(124,324
)
 
2012
 
2011
Net income attributable to noncontrolling interests:
 
 
 
Non-redeemable noncontrolling interests:
 
 
 
Noncontrolling share of income of consolidated joint ventures
$
3,194

 
$
3,447

Noncontrolling share of income of TRG
8,315

 
5,689

TRG Series F preferred distributions


 
615

 
$
11,509

 
$
9,751

Redeemable noncontrolling interests
(924
)
 
(62
)
 
$
10,585

 
$
9,689

 
2012
 
2011
Net income attributable to Taubman Centers, Inc. common shareowners
$
17,531

 
$
10,716

Transfers (to) from the noncontrolling interest –
 

 
 

Decrease in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest (1)
(381
)
 
(4,217
)
Net transfers (to) from noncontrolling interests
(381
)
 
(4,217
)
Change from net income attributable to Taubman Centers, Inc. and transfers (to) from noncontrolling interests
$
17,150

 
$
6,499


(1)
In 2012 and 2011, 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 under employee and director share-based compensation benefit plans (Note 8), issuances of stock pursuant to the Continuing Offer (Note 9), and redemptions of certain redeemable Operating Partnership Units (Note 2).

Derivative and Hedging Activities (Tables)
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.
 
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)
 
Three Months Ended
March 31
 
 
 
Three Months Ended
March 31
 
2012
 
2011
 
 
 
2012
 
2011
Derivatives in cash flow hedging relationships:
 
 
 
 
 
 
 
 
 
Interest rate contracts – consolidated subsidiaries
$
1,732

 
$
1,627

 
Interest Expense
 
$
(784
)
 
$
(1,070
)
Interest rate contracts – UJVs
848

 
943

 
Equity in Income of UJVs
 
(910
)
 
(978
)
Total derivatives in cash flow hedging relationships
$
2,580

 
$
2,570

 
 
 
$
(1,694
)
 
$
(2,048
)
 
 
 
 
 
 
 
 
 
 
Realized losses on settled cash flow hedges:
 

 
 

 
 
 
 

 
 

Interest rate contracts – consolidated subsidiaries
 

 
 

 
Interest Expense
 
$
(151
)
 
$
(221
)
Interest rate contract – UJVs
 

 
 

 
Equity in Income of UJVs
 
(94
)
 
(94
)
Total realized losses on settled cash flow hedges
 

 
 

 
 
 
$
(245
)
 
$
(315
)
 
 
 
Fair Value
 
Consolidated Balance Sheet Location
 
March 31
2012
 
December 31 2011
Derivatives designated as hedging instruments:
 
 
 
 
 
Liability derivatives:
 
 
 

 
 

Interest rate contract – consolidated subsidiaries
Accounts Payable and Accrued Liabilities
 
$
(7,312
)
 
$
(9,044
)
Interest rate contracts – UJVs
Investment in UJVs
 
(8,197
)
 
(9,045
)
Total liabilities designated as hedging instruments
 
 
$
(15,509
)
 
$
(18,089
)
Share-Based Compensation (Tables)
Summary of Options, Performance Share Units, and Restricted Share Units activity
 
Number of Restricted Share Units
 
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012
605,927

 
$
22.06

Vested
(356,840
)
 
8.99

Granted March 2012
94,756

 
63.39

Forfeited
(1,186
)
 
41.62

Outstanding at March 31, 2012
342,657

 
$
47.04

 
Number of Performance Share Units
 
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012
326,151

 
$
38.20

Vested
(196,943
)
(1) 
15.60

Granted (three year vesting)
48,308

 
106.71

Granted (five year vesting)
104,161

 
187.73

Outstanding at March 31, 2012
281,677

 
$
121.04

 
Number of Options
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term (in years)
 
Range of Exercise Prices
Outstanding at January 1, 2012
1,321,990

 
$
37.13

 
4.8

 
$
13.83

-
$
55.90

Exercised
(63,408
)
 
33.21

 
 
 
 
 
 
Outstanding at March 31, 2012
1,258,582

 
$
37.33

 
4.6

 
$
13.83

-
$
55.90

Fully vested options at March 31, 2012
1,251,916

 
37.36

 
4.6

 
 

 
 
Earnings Per Share (Tables)
Basic and diluted earnings per share
 
Three Months Ended
 
March 31
 
2012
 
2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
Income from continuing operations
$
17,531

 
$
14,919

Loss from discontinued operations


 
(4,203
)
Basic
$
17,531

 
$
10,716

 
 
 
 
Shares (Denominator) – basic
58,247,148

 
55,560,988

 
 
 
 
Earnings per common share from continuing operations
$
0.30

 
$
0.27

Loss from discontinued operations


 
(0.08
)
Earnings per common share – basic
$
0.30

 
$
0.19


 
Three Months Ended
 
March 31
 
2012
 
2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
 
 
 
Income from continuing operations - basic
$
17,531

 
$
14,919

Impact of additional ownership of TRG on income from continuing operations
168

 
131

Income from continuing operations - diluted
$
17,699

 
$
15,050

Loss from discontinued operations - basic


 
$
(4,203
)
Impact of additional ownership of TRG on loss from discontinued operations


 
(33
)
Diluted
$
17,699

 
$
10,814

 
 
 
 
Shares – basic
58,247,148

 
55,560,988

Effect of dilutive securities
1,660,712

 
1,419,844

Shares (Denominator) – diluted
59,907,860

 
56,980,832

 
 
 
 
Earnings per common share from continuing operations
$
0.30

 
$
0.26

Loss from discontinued operations


 
(0.07
)
Earnings per common share – diluted
$
0.30

 
$
0.19

Fair Value Disclosures (Tables)
 
 
Fair Value Measurements as of
March 31, 2012 Using
 
Fair Value Measurements as of
December 31, 2011 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
 
$
2,364

 
 
 
$
2,158

 
 
Insurance deposit
 
10,669

 
 

 
10,708

 
 

Total assets
 
$
13,033

 


 
$
12,866

 


 
 
 
 
 
 
 
 
 
Derivative interest rate contracts
 
 

 
$
(7,312
)
 
 

 
$
(9,044
)
Total liabilities
 
 

 
$
(7,312
)
 
 

 
$
(9,044
)
 
2012
 
2011
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Notes payable
$
2,945,761

 
$
3,073,714

 
$
3,145,602

 
$
3,299,243

Interim Financial Statements (Details)
Mar. 31, 2012
Schedule of Equity Method Investments [Line Items]
 
Number of urban and suburban shopping centers in the Company's owned portfolio
24 
Number of States in which Entity Operates
12 
Westfarms [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Ownership percentage (in hundredths)
79.00% 
Interim Financial Statements (Operating Partnership) (Details)
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
Class of Stock [Line Items]
 
 
 
Common stock, shares outstanding
58,727,927 
 
58,022,475 
The Operating Partnership [Abstract]
 
 
 
Number of classes of preferred equity outstanding
two 
 
 
Managing general partnership interest of the Company in the Operating Partnership (in hundredths)
69.00% 
 
 
Average ownership percentage of the Company in the Operating Partnership (in hundredths)
69.00% 
69.00% 
 
Number of Operating Partnership units outstanding (in shares)
85,206,435 
 
 
Number of Operating Partnership units outstanding owned by Company
58,727,927 
 
 
Series G Preferred Stock [Member]
 
 
 
Class of Stock [Line Items]
 
 
 
Dividend rate (in hundredths)
8.00% 
 
 
Series H Preferred Stock [Member]
 
 
 
Class of Stock [Line Items]
 
 
 
Dividend rate (in hundredths)
7.625% 
 
 
Series B Preferred Stock [Member]
 
 
 
Class of Stock [Line Items]
 
 
 
Units of Partnership Interest, Terms of Conversion
one share of nonparticipating Series B Preferred Stock per each Operating Partnership unit 
 
 
Preferred Stock, voting rights
one vote per share 
 
 
Convertible Preferred Stock, Terms of Conversion
ratio of 14,000 shares of Series B Preferred Stock for one share of common stock 
 
 
Preferred Stock, Non-Participating, Convertible, Shares Outstanding
26,460,058 
 
26,461,958 
Acquisitions, Dispositions, and Development (Details) (USD $)
Share data in Millions, unless otherwise specified
3 Months Ended 12 Months Ended 3 Months Ended
Mar. 31, 2011
Dec. 31, 2011
Pier Shops Member
Secured Debt [Member]
Dec. 31, 2011
Regency Square Member
Secured Debt [Member]
Dec. 31, 2011
The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village [Member]
Mar. 31, 2012
Taubman TCBL [Member]
Dec. 31, 2011
Taubman TCBL [Member]
Mar. 31, 2012
City Creek Center [Member]
Mar. 31, 2012
Shinsegae [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
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
 
 
 
281,467,000 
 
 
 
 
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Partnership Units - Value
 
 
 
1.3 
 
 
 
 
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Partnership Units - Value per unit
 
 
 
55 
 
 
 
 
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Rate
 
 
 
3.125% 
 
 
 
 
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 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Parent
 
 
 
 
90.00% 
 
 
 
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, Cost of Acquired Entity, Equity Interests Issued and Issuable
 
 
 
 
 
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 
 
 
Disposal Group, Including Discontinued Operation, Revenue
5,900,000 
 
 
 
 
 
 
 
Debt Instrument, Debt Default, Amount
 
135,000,000 
72,200,000 
 
 
 
 
 
Company's ownership in leasehold interest
 
 
 
 
 
 
100.00% 
 
Payments Due, CCRI
 
 
 
 
 
 
75,000,000 
 
Development in Process
 
 
 
 
 
 
 
$ 20,900,000 
Potential Return on Investment
 
 
 
 
 
 
 
7.00% 
Income Taxes (Details) (USD $)
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
Income tax expense (benefit) [Abstract]
 
 
 
State current
$ 43,000 
$ 242,000 
 
State deferred
(4,000)
(49,000)
 
Federal current
203,000 
17,000 
 
Federal deferred
(34,000)
   
 
Foreign current
6,000 
 
 
Total income tax expense (benefit)
214,000 
210,000 
 
Maximum amount of federal alternative minimum tax expected to be payable in the current year
100,000 
 
 
Deferred tax assets:
 
 
 
Federal
3,681,000 
 
3,655,000 
Foreign
1,655,000 
 
1,196,000 
State
238,000 
 
232,000 
Total deferred tax assets
5,574,000 
 
5,083,000 
Valuation allowances
(1,826,000)
 
(1,373,000)
Net deferred tax assets
3,748,000 
 
3,710,000 
Deferred tax liabilities:
 
 
 
Federal
644,000 
 
623,000 
State
99,000 
 
121,000 
Total deferred tax liabilities
743,000 
 
744,000 
Tax impact of share-based compensation from redemption of share-based compensation awards
$ 190,000 
 
 
Investments in Unconsolidated Joint Ventures (Details) (USD $)
In Billions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Dec. 31, 2011
Equity method investment, difference between carrying amount and underlying equity [Abstract]
 
 
Depreciable basis (in years) of Company's additional basis
40 years 
 
Equity of certain joint ventures
less than zero 
 
Fair Value Of Unconsolidated Joint Ventures Notes Payable
$ 1.2 
$ 1.2 
Arizona Mills [Member]
 
 
Beneficial interests in joint ventures [Abstract]
 
 
Ownership percentage (in hundredths)
50.00% 
 
Fair Oaks [Member]
 
 
Beneficial interests in joint ventures [Abstract]
 
 
Ownership percentage (in hundredths)
50.00% 
 
The Mall at Millenia [Member]
 
 
Beneficial interests in joint ventures [Abstract]
 
 
Ownership percentage (in hundredths)
50.00% 
 
Stamford Town Center [Member]
 
 
Beneficial interests in joint ventures [Abstract]
 
 
Ownership percentage (in hundredths)
50.00% 
 
Sunvalley [Member]
 
 
Beneficial interests in joint ventures [Abstract]
 
 
Ownership percentage (in hundredths)
50.00% 
 
Waterside Shops [Member]
 
 
Beneficial interests in joint ventures [Abstract]
 
 
Ownership percentage (in hundredths)
25.00% 
 
Westfarms [Member]
 
 
Beneficial interests in joint ventures [Abstract]
 
 
Ownership percentage (in hundredths)
79.00% 
 
Investments in Unconsolidated Joint Ventures (Combined Financial Information Balance Sheet) (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Assets:
 
 
Properties
$ 1,108,090 
$ 1,107,314 
Accumulated depreciation and amortization
(452,304)
(446,059)
Properties, net
655,786 
661,255 
Cash and cash equivalents
19,987 
22,042 
Accounts and notes receivable, less allowance for doubtful accounts of $1,292 and $1,422 in 2012 and 2011
19,161 
24,628 
Deferred charges and other assets
20,715 
21,289 
Assets
715,649 
729,214 
Allowance for doubtful accounts
1,292 
1,422 
Liabilities and accumulated deficiency in assets:
 
 
Mortgage notes payable
(1,135,721)
(1,138,808)
Accounts payable and other liabilities
(48,498)
(55,737)
TRG's accumulated deficiency in assets
246,087 
244,758 
Unconsolidated Joint Venture Partners' accumulated deficiency in assets
222,483 
220,573 
Liabilities and accumulated deficiency in assets
715,649 
729,214 
TRG's accumulated deficiency in assets
(246,087)
(244,758)
TRG basis adjustments, including elimination of intercompany profit
66,711 
67,282 
TCO's additional basis
60,314 
60,801 
Net Investment in Unconsolidated Joint Ventures
(119,062)
(116,675)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
193,838 
192,257 
Investment in Unconsolidated Joint Ventures
$ 74,776 
$ 75,582 
Investments in Unconsolidated Joint Ventures (Combined Financial Information Income Statement) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Equity method investment, summarized financial information, income statement [Abstract]
 
 
Revenues
$ 65,310 
$ 63,359 
Maintenance, taxes, utilities, promotion, and other operating expenses
20,222 
20,237 
Interest expense
15,667 
15,596 
Depreciation and amortization
8,274 
9,185 
Total operating costs
44,163 
45,018 
Nonoperating income
Net income
21,155 
18,346 
Net income attributable to TRG
12,004 
10,469 
Realized intercompany profit, net of depreciation on TRG's basis adjustments
384 
164 
Depreciation of TCO's additional basis
(487)
(487)
Equity in income of Unconsolidated Joint Ventures
11,901 
10,146 
Beneficial interest in Unconsolidated Joint Ventures' operations:
 
 
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses
25,106 
23,709 
Interest expense
(8,094)
(8,077)
Depreciation and amortization
(5,111)
(5,486)
Equity in income of Unconsolidated Joint Ventures
$ 11,901 
$ 10,146 
Beneficial Interest in Debt and Interest Expense (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
At 100% [Abstract]
 
 
 
Secured Debt
$ 2,945,761 
 
$ 3,145,602 
Debt, unconsolidated joint ventures at 100%
1,135,721 
 
1,138,808 
Capitalized interest, consolidated subsidiaries at 100%
213 
 
Interest expense, consolidated subsidiaries at 100%
37,527 
29,774 
 
Interest expense, unconsolidated joint ventures at 100%
15,667 
15,596 
 
Interest expense - Discontinued Operations
 
5,241 
 
At beneficial interest [Abstract]
 
 
 
Principal of loan at beneficial interest
2,617,037 
 
2,816,877 
Debt, unconsolidated joint ventures at beneficial interest
(578,715)
 
(580,557)
Capitalized interest, consolidated subsidiaries at beneficial interest
213 
 
Interest expense, consolidated subsidiaries at beneficial interest
33,321 
26,875 
 
Interest expense, unconsolidated joint ventures at beneficial interest
8,094 
8,077 
 
Interest Expense Consolidated Subsidiaries At Beneficial Interest - Discontinued Operations
 
$ 5,241 
 
Cherry Creek Shopping Center [Member]
 
 
 
Noncontrolling Interest [Line Items]
 
 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
50.00% 
 
 
International Plaza [Member]
 
 
 
Noncontrolling Interest [Line Items]
 
 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
49.90% 
 
 
The Mall at Wellington Green [Member]
 
 
 
Noncontrolling Interest [Line Items]
 
 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
10.00% 
 
 
MacArthur Center [Member]
 
 
 
Noncontrolling Interest [Line Items]
 
 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
5.00% 
 
 
Beneficial Interest in Debt and Interest Expense (Debt Covenants and Guarantees) (Details) (USD $)
Mar. 31, 2012
Dec. 31, 2011
Guarantor Obligations [Line Items]
 
 
Maximum Payout Ratio On Distributions
95.00% 
 
Restricted cash
$ 6,100,000 
$ 5,900,000 
Installment notes
 
281,467,000 
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
80,000,000 
 
TRG's beneficial interest in loan balance
80,000,000 
 
Amount of loan balance guaranteed by TRG
80,000,000 
 
% 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
20,000,000 
 
TRG's beneficial interest in loan balance
20,000,000 
 
Amount of loan balance guaranteed by TRG
$ 20,000,000 
 
% 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 $)
3 Months Ended
Mar. 31, 2012
Secondary Line of Credit Current [Member]
 
Debt Instrument [Line Items]
 
Line of Credit Facility, Maximum Borrowing Capacity
$ 65,000,000 
Debt Instrument, Interest Rate Terms
LIBOR plus 1.40% 
Secondary Line of Credit Prior [Member]
 
Debt Instrument [Line Items]
 
Debt Instrument, Interest Rate Terms
LIBOR plus 1.00% 
Noncontrolling Interests (Details) (USD $)
Share data in Millions, except Per Share data, unless otherwise specified
3 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
Mar. 31, 2012
Taubman Asia [Member]
Mar. 31, 2012
Joint Venture Focusing On Developing and Owning Outlet Shopping Centers Member
Mar. 31, 2012
Consolidated Joint Venture 1 [Member]
Mar. 31, 2012
Consolidated Joint Venture 2 [Member]
Mar. 31, 2012
Additional Paid-in Capital [Member]
Mar. 31, 2011
Additional Paid-in Capital [Member]
Dec. 31, 2011
The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village [Member]
Mar. 31, 2012
The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village [Member]
Mar. 31, 2012
Taubman TCBL [Member]
Dec. 31, 2011
Taubman TCBL [Member]
Redeemable noncontrolling interests [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares
 
 
 
 
 
 
 
 
 
1.3 
 
 
 
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Partnership Units - Value per unit
 
 
 
 
 
 
 
 
 
55 
 
 
 
Temporary Equity, Maximum Put Redemption Price Per Share for Davis Street units
 
 
 
 
 
 
 
 
 
$ 55 
 
 
 
Ownership percentage in consolidated subsidiary (in hundredths)
 
 
 
 
90.00% 
 
 
 
 
 
 
90.00% 
 
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned
 
 
 
 
 
 
 
 
 
 
 
 
$ 11,900,000 
Percentage of noncontrolling interests (in hundredths)
 
 
 
10.00% 
10.00% 
 
 
 
 
 
 
10.00% 
 
Temporary Equity, Redemption Percentage beginning 2016
 
 
 
 
 
 
 
 
 
 
 
50.00% 
 
Temporary Equity, Redemption Percentage beginning 2018
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
Temporary Equity, Carrying Amount
 
 
 
 
 
 
 
 
 
 
72,600,000 
10,400,000 
11,600,000 
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% 
 
 
 
 
 
 
 
 
 
Temporary Equity, Redemption Percentage 2013 - May 2015
 
 
 
50.00% 
 
 
 
 
 
 
 
 
 
Temporary Equity, Redemption Percentage beginning May 2015
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
Number of times available to put or call the joint venture partner's interest
 
 
 
 
one-time 
 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interest, Equity, Carrying Value
 
 
 
zero 
zero 
 
 
 
 
 
 
 
 
Reconciliation of redeemable noncontrolling interests [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
84,235,000 
 
 
 
 
 
 
 
 
 
 
 
Contributions
230,000 
62,000 
 
 
 
 
 
 
 
 
 
 
 
Allocation of net income (loss)
(924,000)
(62,000)
 
 
 
 
 
 
 
 
 
 
 
Other Comprehensive Income (Loss)
45,000 
   
 
 
 
 
 
 
 
 
 
 
 
Distributions
(611,000)
 
 
 
 
 
 
 
 
 
 
 
 
Temporary Equity, Redemption of TRG Partnership Units
(105,000)
 
 
 
 
 
 
 
 
 
 
 
 
Temporary Equity, Accretion to Redemption Value
79,000 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance
82,949,000 
 
 
 
 
 
 
 
 
 
 
 
Non-redeemable noncontrolling interests:
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling interests in consolidated joint ventures
(102,439,000)
 
(101,872,000)
 
 
 
 
 
 
 
 
 
 
Noncontrolling interests in partnership equity of TRG
(24,645,000)
 
(22,452,000)
 
 
 
 
 
 
 
 
 
 
Non-redeemable noncontrolling interests
(127,084,000)
 
(124,324,000)
 
 
 
 
 
 
 
 
 
 
Income (loss) allocable to noncontrolling interests:
 
 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling share of income (loss) of consolidated joint ventures
3,194,000 
3,447,000 
 
 
 
 
 
 
 
 
 
 
 
Noncontrolling share of income (loss) of TRG
8,315,000 
5,689,000 
 
 
 
 
 
 
 
 
 
 
 
TRG Series F preferred distributions
   
615,000 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to non-redeemable noncontrolling interests
11,509,000 
9,751,000 
 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests
(924,000)
(62,000)
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to noncontrolling interests
10,585,000 
9,689,000 
 
 
 
 
 
 
 
 
 
 
 
Transfers (to) from the noncontrolling interest -
 
 
 
 
 
 
 
 
 
 
 
 
 
Decrease in Taubman Centers, Inc.'s paid-in-capital for the adjustments of noncontrolling interest
(79,000)
 
 
 
 
 
 
(381,000)
(4,217,000)
 
 
 
 
Finite Life Entities [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
Terminaton date of partnership agreement
 
 
 
 
 
Dec. 01, 2081 
Dec. 01, 2083 
 
 
 
 
 
 
Estimated fair value of noncontrolling interests in finite life entities
208,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Book value of noncontrolling interests in finite life entities
$ (99,800,000)
 
 
 
 
 
 
 
 
 
 
 
 
Derivative and Hedging Activities (Interest Rate Derivatives Designated as Cash Flow Hedges) (Details) (USD $)
3 Months Ended
Mar. 31, 2012
Cash flow hedges of interest rate risk [Abstract]
 
Amount of AOCI to be reclassified to income in the following 12 months
$ 7,100,000 
Net realized losses included in AOCI resulting from settled derivative instruments
1,200,000 
Consolidated Subsidiaries Interest Rate Swap 1 [Member]
 
Derivative [Line Items]
 
Derivative, 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% 
Derivative, Maturity Date
Sep. 01, 2020 
Unconsolidated Joint Ventures Interest Rate Swap 1 [Member]
 
Derivative [Line Items]
 
Derivative, 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]
 
Derivative, 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
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 
Unconsolidated Joint Ventures Interest Rate Swap3 [Member]
 
Derivative [Line Items]
 
Derivative, 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
$ 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 
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
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
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)
$ 2,580 
$ 2,570 
Amount of gain or (loss) reclassified from AOCI into income (effective portion)
(1,694)
(2,048)
Realized losses on settled cash flow hedges
(245)
(315)
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)
1,732 
1,627 
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)
(784)
(1,070)
Realized losses on settled cash flow hedges
(151)
(221)
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)
848 
943 
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)
(910)
(978)
Realized losses on settled cash flow hedges
$ (94)
$ (94)
Derivative and Hedging Activities (Location and Fair Value of Derivative Instruments as Reported in the Consoiidated Balance Sheet) (Details) (USD $)
3 Months Ended
Mar. 31, 2012
Dec. 31, 2011
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]
 
 
Total liability derivatives designated as hedging instruments
$ (15,509,000)
$ (18,089,000)
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 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
(7,312,000)
(9,044,000)
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
$ (8,197,000)
$ (9,045,000)
Share-Based Compensation (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 3 Months Ended 3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Mar. 31, 2012
Options [Member]
Mar. 31, 2012
Stock Options [Member]
Dec. 31, 2011
Stock Options [Member]
Mar. 31, 2012
Unissued Partnership Units Under Unit Option Deferral Election Member
Mar. 31, 2012
Total Performance Share Units [Member]
Dec. 31, 2011
Total Performance Share Units [Member]
Mar. 31, 2012
Performance Share Units [Member]
Mar. 31, 2012
Additional Performance Share Units [Member]
Mar. 31, 2012
Restricted Share Units [Member]
Summary of option activity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number
 
 
 
1,258,582 
1,321,990 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period
(63,408)
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price
 
 
 
$ 37.33 
$ 37.13 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
$ 33.21 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term
 
 
 
4.6 
4.8 
 
 
 
 
 
 
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range Lower Range
 
 
 
$ 13.83 
$ 13.83 
 
 
 
 
 
 
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range Upper Range
 
 
 
$ 55.90 
$ 55.90 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number
 
 
 
1,251,916 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price
 
 
 
$ 37.36 
 
 
 
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award Options Exercisable Weighted Average Remaining Contractual Term In Years
 
 
 
4.6 
 
 
 
 
 
 
 
Summary of option activity, additional disclosures [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period
 
 
200,000 
 
 
 
 
 
 
 
 
Aggregate intrinsic value of in-the-money options outstanding
 
 
$ 44.8 
 
 
 
 
 
 
 
 
Aggregate intrinsic value of in-the-money fully vested options
 
 
44.6 
 
 
 
 
 
 
 
 
Total intrinsic value of options exercised during the period
 
 
2.3 
 
 
 
 
 
 
 
 
Cash received from options exercised during the period
 
 
2.1 
 
 
 
 
 
 
 
 
Share Based Compensation Arrangement by Share Based Payment Award, Options, Nonvested Outstanding
 
 
less than 0.1 million 
 
 
 
 
 
 
 
 
Unrecognized compensation cost related to nonvested awards
 
 
0.1 
 
 
 
 
 
28.6 
 
9.7 
Employee Service Share-based Compensation, Nonvested Option Awards, Total Compensation Cost Not yet Recognized, Period for Recognition
one year 
 
 
 
 
 
 
 
 
 
 
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 
 
 
 
 
 
Date at which deferred partnership units begin to be issued
 
 
 
 
 
December 2017 
 
 
 
 
 
Number of Annual Installments during which Deferred Partnership Units will be issued
 
 
 
 
 
ten 
 
 
 
 
 
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 
represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-400% of the PSU based on the Company’s market performance relative to that of a peer group 
represent the right to receive upon vesting one share of the Company’s common stock 
Right To Receive Upon Vesting Shares Of Common Stock As Percentage Of Psu Low Range
 
 
 
 
 
 
 
 
0.00% 
0.00% 
 
Right To Receive Upon Vesting Shares Of Common Stock As Percentage Of Psu High Range
 
 
 
 
 
 
 
 
300.00% 
400.00% 
 
Vesting date
 
 
 
 
 
 
 
 
three years 
five years 
 
Risk-free interest rate (in hundredths)
 
 
 
 
 
 
 
 
0.43% 
0.87% 
0.43% 
Weighted average grant-date fair value
 
 
 
 
 
 
 
 
$ 106.71 
$ 187.73 
$ 63.39 
Right to Receive Upon Vesting Shares of Common Stock as Percentage of PSU, Actual Vested During Period
240.00% 
 
 
 
 
 
 
 
 
 
 
Total unrecognized compensation cost
 
 
0.1 
 
 
 
 
 
28.6 
 
9.7 
Years over which cost is expected to be recognized
 
 
 
 
 
 
 
 
4.0 
 
2.3 
Summary of non-option activity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
Outstanding at beginning of period (in shares)
 
 
 
 
 
 
281,677 
326,151 
 
 
605,927 
Redeemed (in shares)
 
 
 
 
 
 
 
 
(196,943)
 
(356,840)
Granted (in shares)
 
 
 
 
 
 
 
 
48,308 
104,161 
94,756 
Forfeited (in shares)
 
 
 
 
 
 
 
 
 
 
(1,186)
Outstanding at end of period (in shares)
 
 
 
 
 
 
281,677 
326,151 
 
 
342,657 
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
$ 121.04 
$ 38.20 
 
 
$ 22.06 
Redeemed, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
$ 15.60 
 
$ 8.99 
Granted, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
$ 106.71 
$ 187.73 
$ 63.39 
Forfeited, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
 
 
 
 
$ 41.62 
Outstanding at end of period, weighted average grant date fair value (in dollars per share)
 
 
 
 
 
 
$ 121.04 
$ 38.20 
 
 
$ 47.04 
Deferred compensation arrangements [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Aggregate number of Company common shares or Operating Partnership units approved for awards under the 2008 Omnibus Plan, amended (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
2.9 
2.4 
 
 
 
 
 
 
 
 
 
Compensation cost capitalized as part of properties and deferred leasing costs
$ 0.3 
$ 0.1 
 
 
 
 
 
 
 
 
 
Commitments and Contingencies (Details) (USD $)
3 Months Ended
Mar. 31, 2012
Cash tender [Abstract]
 
Minimum aggregate value of Operating Partnership units to be tendered
$ 50,000,000 
Fair Value of Written Option, Cash Tender Agreement
zero 
Market value per common share (in dollars per share)
$ 72.95 
Approximate aggregate value of interests in the Operating Partnership that may be tendered
1,800,000,000 
Additional interest the Company would have owned in the Operating Partnership upon purchase of interests (in hundredths)
28.00% 
Common Stock, Terms of Conversion
one unit of the Operating Partnership interest is exchangeable for one share of the Company's common stock 
Case No CV01619 [Member]
 
Loss Contingencies [Line Items]
 
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 Individuals That Had An Employee Against Which Lawsuit Was Filed
Series B Preferred Stock [Member]
 
Cash tender [Abstract]
 
Convertible Preferred Stock, Terms of Conversion
ratio of 14,000 shares of Series B Preferred Stock for one share of common stock 
Earnings Per Share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners, basic [Abstract]
 
 
Income from continuing operations
$ 17,531 
$ 14,919 
Loss from discontinued operations
   
(4,203)
Net income (loss) attributable to Taubman Centers, Inc. common shareowners
17,531 
10,716 
Shares (Denominator) - basic (in shares)
58,247,148 
55,560,988 
Earnings per common share from continuing operations
$ 0.30 
$ 0.27 
Loss per common share from discontinued operations
   
$ (0.08)
Earnings per common share - basic
$ 0.30 
$ 0.19 
Net income (loss) attributable to Taubman Centers, Inc. common shareowners, diluted (Numerator):
 
 
Income from continuing operations - basic
17,531 
14,919 
Impact of additional ownership of TRG on income from continuing operations
168 
131 
Income from continuing operations - diluted
17,699 
15,050 
Loss from discontinued operations - basic
   
(4,203)
Impact of additional ownership of TRG on loss from discontinued operations
   
(33)
Net income (loss) attributable to Taubman Centers, Inc. common shareowners - diluted
$ 17,699 
$ 10,814 
Weighted average number of common shares outstanding - basic
58,247,148 
55,560,988 
Effect of dilutive securities (in shares)
1,660,712 
1,419,844 
Shares (Denominator) - diluted (in shares)
59,907,860 
56,980,832 
Diluted earnings per common share from continuing operations
$ 0.30 
$ 0.26 
Diluted loss per common share from discontinued operations
   
$ (0.07)
Earnings per common share - diluted
$ 0.30 
$ 0.19 
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)
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 
Out-of-the-money options [Member]
 
 
Antidilutive securities excluded from computation of earnings per share [Line Items]
 
 
Anti-dilutive effect (in shares)
 
300,000 
Fair Value Disclosures (Fair Value Assets and Liabilities Measured on Recurring Basis) (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Fair Value, Inputs, Level 1 [Member]
 
 
Assets and liabilities measured at fair value on a recurring basis [Abstract]
 
 
Available-for-sale securities
$ 2,364 
$ 2,158 
Insurance deposit
10,669 
10,708 
Total assets
13,033 
12,866 
Fair Value, Inputs, Level 2 [Member]
 
 
Assets and liabilities measured at fair value on a recurring basis [Abstract]
 
 
Derivative interest rate contract
(7,312)
(9,044)
Total liabilities
$ (7,312)
$ (9,044)
Fair Value Disclosures (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Community Development District Obligation [Abstract]
 
 
Book value of the capitalized infrastructure assets and improvements, net of depreciation
$ 41.1 
$ 41.6 
Obligation for future special assessments, carrying value
61.8 
61.8 
Obligation for future special assessments, fair value
$ 62.5 
$ 58.2 
Fair Value Disclosures (Estimated Fair Value of Notes Payable) (Details) (USD $)
3 Months Ended
Mar. 31, 2012
Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
 
 
Additional Credit Spread Included In Discount Rate To Estimate Fair Value Of Notes Payable
1.50% 
1.50% 
Estimated fair values of notes payable [Abstract]
 
 
Secured Debt
$ 2,945,761,000 
$ 3,145,602,000 
Notes payable
3,073,714,000 
3,299,243,000 
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
$ 88,400,000 
 
Impact Of Overall One Percent Increase In Interest Rates Decrease In Fair Values Of Notes Payable Percent
2.90%