ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Michigan
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38-2033632
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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200 East Long Lake Road, Suite 300,
Bloomfield Hills, Michigan
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48304-2324
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code:
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(248) 258-6800
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Name of each exchange
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Title of each class
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on which registered
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Common Stock,
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New York Stock Exchange
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$0.01 Par Value
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6.5% Series J Cumulative
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New York Stock Exchange
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Redeemable Preferred Stock,
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No Par Value
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6.25% Series K Cumulative
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New York Stock Exchange
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Redeemable Preferred Stock,
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No Par Value
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•
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are strategically located in major metropolitan areas, many in communities that are among the most affluent in the U.S. or Asia, including Denver, Detroit, Honolulu, Kansas City, Los Angeles, Miami, Nashville, New York City, Orlando, Salt Lake City, San Francisco, San Juan, Sarasota, St. Louis, Tampa, Washington, D.C., Hanam (South Korea), Xi'an (China), and Zhengzhou (China);
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•
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range in size between
236,000
and
1.7 million
square feet of GLA and between
186,000
and
1.0 million
square feet of Mall GLA, with an average of
1.0 million
and
0.5 million
square feet, respectively. The smallest center has approximately
60
stores, and the largest has over
275
stores with an average of
150
stores per shopping center.
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•
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have approximately
3,300
stores operated by their mall tenants under approximately
1,700
trade names;
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•
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have
57
anchors, operating under
17
trade names;
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•
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lease approximately 90% of Mall GLA to national chains (U.S. centers only), including subsidiaries or divisions of Forever 21 (Forever 21 and XXI Forever), The Gap (Gap, Gap Kids, Baby Gap, Banana Republic, Old Navy, Athleta, and others), H&M, and Limited Brands (Bath & Body Works/White Barn Candle, Pink, Victoria's Secret, and others); and
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•
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are among the highest quality centers in the U.S. public regional mall industry as measured by our high portfolio average of mall tenants' sales per square foot. In
2017
, our mall tenants at comparable centers reported average sales per square foot of
$810
.
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•
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offer retailers a location where they can maximize their profitability. We believe leading retailers and emerging concepts choose to showcase their brand in the best markets and highest quality assets;
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•
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offer a large, diverse selection of retail stores and dining in each center to give customers a broad selection of consumer goods, food, and entertainment and a variety of price ranges;
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•
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endeavor to increase overall mall tenants' sales by leasing space to a constantly changing mix of tenants, thereby increasing rents over time;
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•
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seek to anticipate trends in our industry and emphasize ongoing introductions of new concepts into our centers. Due in part to this strategy, a number of successful retail trade names have opened their first mall stores in our centers. In addition, we have brought to the centers "new to the market" retailers and other retailers that previously served customers through online presences. We believe that the execution of this leasing strategy is an important element in building and maintaining customer loyalty and increasing mall productivity; and
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•
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provide innovative initiatives, including those that utilize technology and the Internet, to increase revenues, enhance the shopping experience, personalize our relationship with shoppers, build customer loyalty, and increase mall tenant sales, with the following as examples:
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•
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we are continuing to invest in other synergistic digital capabilities and are a developer of the "Smart Mall" concept. Of the 24 shopping centers in our portfolio, 20 are considered to be "Smart Malls." This technology includes a new fiber optic network throughout the centers, free shopper Wi-Fi, navigation and directory technology, advanced energy management, high-speed networking options for our tenants, new digital, mobile shopper engagement, and advanced shopper analytics.,
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•
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our Taubman website program connects shoppers to each of our individual center brands through the Internet;
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we have a robust email program reaching our most loyal customers weekly and our social media sites offer retailers and customers an immediate geo-targeted communication vehicle;
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we have pioneered an indoor navigation technology that has the potential to significantly change a shopper's experience and connect them to retailers in new ways. Since its pilot in 2014, we have rolled out the indoor navigation technology at 15 shopping centers in our portfolio;
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•
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we have begun installing "smart parking" systems at some of our shopping centers, providing customers real-time information about parking availability, most convenient spots, and directions to their parked cars; and
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we were one of the first mall companies to implement a third-party loyalty program that directly and automatically connects shopper credit card activity within the shopping center to rewards earned in order to drive repeat shopper visits.
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International Market Place opened in Waikiki, Honolulu, Hawaii in August 2016. We have a 93.5% interest in the 0.3 million square foot center, which is subject to a participating ground lease.
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•
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The Mall of San Juan opened in San Juan, Puerto Rico in March 2015. We have a 95% ownership interest in the 0.6 million square foot center.
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provide additional growth through exposure to countries that have more rapidly growing gross domestic products (GDPs);
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•
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utilize our expertise, including leasing/retailer relationships, design/development expertise, and operational/marketing skills; and
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•
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take advantage of a generational opportunity, as the demand for high-quality retail is early to mid-cycle, there is significant deal flow, and it diversifies longer-term growth investment opportunities.
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2017
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2016
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2015
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2014
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2013
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||||||||||
Average rent per square foot:
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||||||||||
Consolidated Businesses
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$
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64.82
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$
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63.83
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$
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61.37
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$
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59.48
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$
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59.88
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Unconsolidated Joint Ventures
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58.31
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58.10
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57.28
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58.65
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52.68
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|||||
Combined
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61.66
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61.07
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59.41
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59.14
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57.33
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Tenants 10,000 square feet or less
(1)
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Total
(1)(2)
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|||||||||||||||||||
Lease
Expiration
Year
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Number of
Leases
Expiring
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Leased Area in
Square Footage
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Annualized Base
Rent Under
Expiring Leases
Per Square Foot
(3)
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Percent of Total Leased Square Footage Represented by Expiring Leases
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Number of
Leases
Expiring
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Leased Area in
Square Footage
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Annualized Base
Rent Under
Expiring Leases
Per Square Foot
(3)
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Percent of Total Leased Square Footage Represented by Expiring Leases
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|||||||
2018
(4)
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|
220
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|
473
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$
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51.75
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|
|
6.2
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%
|
|
233
|
|
675
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|
$
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44.26
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|
5.2
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%
|
2019
|
|
458
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|
844
|
|
|
51.00
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11.1
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|
|
471
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|
1,243
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|
42.53
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|
|
9.6
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||
2020
|
|
328
|
|
672
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|
|
53.64
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|
|
8.9
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|
|
344
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|
952
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|
47.80
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|
|
7.3
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||
2021
|
|
429
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|
1,065
|
|
|
62.66
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|
|
14.1
|
|
|
455
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|
1,701
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|
48.01
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|
|
13.1
|
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||
2022
|
|
370
|
|
998
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|
|
56.62
|
|
|
13.2
|
|
|
400
|
|
1,650
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|
45.27
|
|
|
12.7
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|
||
2023
|
|
247
|
|
754
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|
|
60.01
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|
|
9.9
|
|
|
264
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|
1,051
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|
52.30
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|
|
8.1
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|
||
2024
|
|
214
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|
653
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|
|
64.84
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|
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8.4
|
|
|
231
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|
892
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|
55.86
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|
|
6.9
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||
2025
|
|
200
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|
716
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|
|
65.96
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|
|
9.4
|
|
|
221
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|
1,134
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|
57.37
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|
|
8.7
|
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||
2026
|
|
203
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|
596
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|
|
74.66
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|
|
7.9
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|
|
226
|
|
1,133
|
|
56.75
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|
|
8.7
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||
2027
|
|
150
|
|
460
|
|
|
72.83
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|
|
6.1
|
|
|
163
|
|
850
|
|
47.18
|
|
|
6.5
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|
(1)
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Excludes rents from temporary in-line tenants and centers not open and operating at
December 31, 2017
.
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(2)
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In addition to tenants with spaces 10,000 square feet or less, includes tenants with spaces over 10,000 square feet and value and outlet center anchors. Excludes rents from mall anchors and temporary in-line tenants.
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(3)
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Weighted average of the annualized contractual rent per square foot as of the end of the reporting period.
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(4)
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Excludes leases that expire in
2018
for which renewal leases or leases with replacement tenants have been executed as of
December 31, 2017
.
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2017
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2016
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2015
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|
2014
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|
2013
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|||||
All Centers:
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|||||
Ending occupancy
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94.8
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%
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|
93.9
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%
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94.2
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%
|
|
94.1
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%
|
|
95.8
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%
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Leased space
|
95.9
|
|
|
95.6
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|
|
96.1
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|
|
96.0
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|
|
96.7
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|||||
Comparable Centers:
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|||||
Ending occupancy
|
95.0
|
%
|
|
94.7
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%
|
|
|
|
|
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|||
Leased space
|
96.0
|
|
|
96.1
|
|
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Tenant
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# of
Stores
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Square
Footage
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% of
Mall GLA
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Forever 21 (Forever 21, XXI Forever)
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17
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513,277
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4.3%
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The Gap (Gap, Gap Kids, Baby Gap, Banana Republic, Old Navy, Athleta, and others)
|
|
51
|
|
441,484
|
|
3.7
|
H&M
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21
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420,946
|
|
3.5
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Limited Brands (Bath & Body Works/White Barn Candle, Pink, Victoria's Secret, and others)
|
|
40
|
|
263,179
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|
2.2
|
Williams-Sonoma (Williams-Sonoma, Pottery Barn, Pottery Barn Kids, and others)
|
|
29
|
|
229,690
|
|
1.9
|
Urban Outfitters (Anthropologie, Free People, Urban Outfitters)
|
|
28
|
|
219,985
|
|
1.8
|
Ascena Retail Group (Ann Taylor, Ann Taylor Loft, Justice, and others)
|
|
42
|
|
209,757
|
|
1.7
|
Abercrombie & Fitch (Abercrombie & Fitch, Hollister, and others)
|
|
26
|
|
193,366
|
|
1.6
|
Inditex (Zara, Zara Home, Massimo Dutti, Bershka, and others)
|
|
19
|
|
180,989
|
|
1.5
|
Foot Locker (Foot Locker, Lady Foot Locker, Champs Sports, Foot Action USA, and others)
|
|
37
|
|
173,970
|
|
1.4
|
•
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changes in the global, national, regional, and/or local economic and geopolitical climates. Changes such as a global economic and financial market downturn may cause, among other things, a significant tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, lower consumer and business spending, and lower consumer confidence and net worth;
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•
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changes in specific local economies, decreases in tourism, and/or other real estate conditions. These changes may have a more significant impact on our financial performance due to the geographic concentration of some of our shopping centers;
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•
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changes in mall tenant sales performance of our shopping centers, which over the long term are the single most important determinant of revenues of the shopping centers because mall tenants (including temporary tenants and specialty retailers), provide approximately
90%
of these revenues and because mall tenant sales determine the amount of rent, overage rent, and recoverable expenses that mall tenants can afford to pay. In times of stagnant or depressed sales, mall tenants may become less willing to pay traditional levels of rent;
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•
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changes in business strategies of anchors and key tenants. Anchors and key tenants may adopt new or modify existing strategies in order to adapt to new challenges and shifts in the economic environment. Such strategies could include improving the overall in-store customer experience and creating a desired destination, which could impact the type of space anchors and key tenants desire in our shopping centers. Beyond changing the existing experience, other strategies could include consolidation, contraction, renegotiation of business arrangements, or closing;
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•
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changes in consumer shopping behavior. Certain merchandise categories are experiencing lower growth in traditional shopping malls and technology has significantly impacted consumer spending habits;
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•
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availability and cost of financing. While current interest rates continue to be historically low, it is uncertain how long such rates will continue. Many forecasts suggest additional federal funds rate increases may occur during 2018, similar to those recently experienced;
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•
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the public perception of the safety, convenience, and attractiveness of our shopping centers;
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•
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legal liabilities;
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•
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changes in government regulations; and
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•
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changes in real estate zoning and tax laws.
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•
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the pre-construction phase for a new project often extends over several years, and the time to obtain landowner, anchor, and tenant commitments, zoning and regulatory approvals, and financing can vary significantly from project to project;
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•
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we may not be able to obtain the necessary zoning, governmental and other approvals, or anchor or tenant commitments for a project, or we may determine that the expected return on a project is not sufficient; if we abandon our development activities with respect to a particular project, we may incur a loss on our investment;
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•
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construction and other project costs may exceed our original estimates because of increases in material and labor costs, delays, nonperformance of services by our contractors, increases in tenant allowances, costs to obtain anchor and tenant commitments, and other reasons;
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•
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we may not be able to obtain financing or to refinance construction loans at desired loan-to-value ratios or at all, which are generally recourse to TRG;
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•
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we may be obligated to contribute funding for development, redevelopment, or expansion projects in excess of our ownership requirements if our partners are unable or are not required to fund their ownership share;
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•
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equity issuances as a source of funds, directly as consideration for acquisitions or indirectly through capital market transactions, may become less financially favorable as affected by our stock price as well as general market conditions;
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•
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occupancy rates and rents, as well as occupancy costs and expenses, at a completed project or an acquired property may not meet our projections at opening or stabilization, and the costs of development activities that we explore but ultimately abandon will, to some extent, diminish the overall return on our completed development projects; and
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•
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competitive pressures in our targeted markets may negatively impact our ability to meet our leasing objectives.
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•
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increased time to obtain necessary permits and approvals;
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•
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increased uncertainty regarding shared infrastructure and common area costs; and
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•
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impact on sales and performance of the retail center from delays in opening of other uses and or/the performance of such uses, or the inability to open or finance such other uses.
|
•
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adverse effects of changes in exchange rates for foreign currencies and the risks of hedging related thereto;
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•
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changes in and/or difficulties in operating in foreign political environments;
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•
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difficulties in operating with foreign vendors and joint venture and business partners;
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•
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difficulties of complying with a wide variety of foreign laws including laws affecting funding and use of cash, corporate governance, property ownership restrictions, development activities, operations, anti-corruption, taxes, and litigation;
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•
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changes in and/or requirements of complying with applicable laws and regulations in the U.S. that affect foreign operations, including the U.S. Foreign Corrupt Practices Act (FCPA);
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•
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difficulties in managing international operations, including difficulties that arise from ambiguities in contracts written in foreign languages and difficulties that arise in enforcing such contracts;
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•
|
differing lending practices, including lower loan-to-value ratios and increased difficulty in obtaining construction loans or timing thereof;
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•
|
differing employment and labor issues;
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•
|
economic downturn in foreign countries or geographic regions where we have significant operations, such as in China and South Korea;
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•
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economic tensions between governments and changes in international trade and investment policies, especially between the U.S. and China;
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•
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obstacles to the repatriation of earnings and cash;
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•
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obstacles to various government approval processes and other hurdles in funding our Chinese projects;
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•
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lower initial investment returns than those generally experienced in the U.S.;
|
•
|
obstacles to hiring and maintaining appropriately trained staff;
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•
|
differences in cultures including adapting practices and strategies that have been successful in the U.S. mall business to retail needs and expectations in new markets; and
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•
|
labor discord, war, terrorism (including incidents targeting us), political instability and natural disasters.
|
•
|
general market and economic conditions;
|
•
|
actual or anticipated variations in our operating results, FFO, cash flows, liquidity or distributions (including special distributions);
|
•
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changes in our earnings estimates or those of analysts;
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•
|
publication of research reports about us, the real estate industry generally or the mall industry, and recommendations by financial analysts with respect to us or other REITs;
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•
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the amount of our outstanding debt at any time, the amount of our maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof or our plans to incur additional debt in the future;
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•
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the ability of our tenants to pay rent to us and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;
|
•
|
increases in market interest rates that lead purchasers of our common stock to demand a higher dividend yield;
|
•
|
changes in market valuations of similar companies;
|
•
|
mergers and acquisitions activity in the retail real estate sector;
|
•
|
any securities we may issue or additional debt we incur in the future;
|
•
|
additions or departures of key management personnel;
|
•
|
actions by institutional shareowners;
|
•
|
business disruptions, increased costs or other adverse impacts relating to actual or potential actions by activist shareowners;
|
•
|
adverse impacts relating to court or administrative decisions;
|
•
|
perceived strength of our corporate governance;
|
•
|
perceived risks in connection with our international development strategy;
|
•
|
risks we are taking in relation to, and the public announcement of, proposed acquisitions and dispositions, developments and redevelopments and the consummation thereof, including related capital uses;
|
•
|
speculation in the press or investment community;
|
•
|
continuing high levels of volatility in the capital and credit markets; and
|
•
|
the occurrence of any of the other risk factors included in, or incorporated by reference in, this report.
|
Shopping Center
|
|
Anchors
|
|
|
|
Year
Opened/
Expanded
|
|
Year
Acquired
|
|
Ownership
% as of 12/31/17 |
|
Unconsolidated Joint Ventures:
|
|
|
|
|
|
|
|
|
|
|
|
CityOn.Xi'an
|
|
Wangfujing
|
|
996,000
|
|
|
2016
|
|
|
|
50%
|
Xi'an, China
|
|
|
|
694,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CityOn.Zhengzhou
|
|
G-Super, Wangfujing
|
|
917,000
|
|
|
2017
|
|
|
|
49%
|
Zhengzhou, China
|
|
|
|
619,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Country Club Plaza
|
|
|
|
1,001,000
|
(4)
|
|
1922/1977/
|
|
2016
|
|
50%
|
Kansas City, MO
|
|
|
|
781,000
|
|
|
2000/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Oaks
|
|
JCPenney, Lord & Taylor,
|
|
1,559,000
|
(5)
|
|
1980/1987/
|
|
|
|
50%
|
Fairfax, VA
|
|
Macy’s (two locations), Sears
|
|
563,000
|
|
|
1988/2000
|
|
|
|
|
(Washington, DC Metropolitan Area)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Plaza
|
|
Dillard’s, Life Time Athletic, Neiman Marcus,
|
|
1,253,000
|
|
|
2001/2015
|
|
|
|
50.1%
|
Tampa, FL
|
|
Nordstrom
|
|
617,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Mall at Millenia
|
|
Bloomingdale’s, Macy’s, Neiman Marcus
|
|
1,122,000
|
|
|
2002
|
|
|
|
50%
|
Orlando, FL
|
|
|
|
522,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stamford Town Center
|
|
Macy’s, Saks Off 5th
|
|
761,000
|
|
|
1982/2007
|
|
|
|
50%
|
Stamford, CT
|
|
|
|
438,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Starfield Hanam
|
|
PK Market, Shinsegae, Traders
|
|
1,701,000
|
|
|
2016
|
|
|
|
34.3%
|
Hanam, South Korea
|
|
|
|
971,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sunvalley
|
|
JCPenney, Macy’s (two locations), Sears
|
|
1,320,000
|
|
|
1967/1981
|
|
2002
|
|
50%
|
Concord, CA
|
|
|
|
481,000
|
|
|
|
|
|
|
|
(San Francisco Metropolitan Area)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Mall at University Town Center
|
|
Dillard's, Macy's, Saks Fifth Avenue
|
|
861,000
|
|
|
2014
|
|
|
|
50%
|
Sarasota, FL
|
|
|
|
440,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waterside Shops
|
|
Nordstrom, Saks Fifth Avenue
|
|
341,000
|
|
|
1992/2006/
|
|
2003
|
|
50%
|
Naples, FL
|
|
|
|
201,000
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Westfarms
|
|
JCPenney, Lord & Taylor,
|
|
1,271,000
|
|
|
1974/1983/
|
|
|
|
79%
|
West Hartford, CT
|
|
Macy’s (two locations), Nordstrom
|
|
501,000
|
|
|
1997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total GLA
|
|
13,103,000
|
|
|
|
|
|
|
|
|
|
Total Mall GLA
|
|
6,828,000
|
|
|
|
|
|
|
|
|
|
TRG% of Total GLA
|
|
6,645,000
|
|
|
|
|
|
|
|
|
|
TRG% of Total Mall GLA
|
|
3,401,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total GLA
|
|
23,653,000
|
|
|
|
|
|
|
|
|
|
Grand Total Mall GLA
|
|
12,066,000
|
|
|
|
|
|
|
|
|
|
TRG% of Total GLA
|
|
16,629,000
|
|
|
|
|
|
|
|
|
|
TRG% of Total Mall GLA
|
|
8,291,000
|
|
|
|
|
|
|
|
Name
|
|
Number of
Anchor Stores
|
|
GLA
(in thousands
of square feet)
|
|
% of GLA
|
|
||
Macy’s
|
|
|
|
|
|
|
|
||
Bloomingdale’s
(1)
|
|
3
|
|
641
|
|
|
|
|
|
Macy’s
|
|
12
|
|
2,539
|
|
|
|
|
|
Macy’s Men’s Store/Furniture Gallery
|
|
3
|
|
489
|
|
|
|
|
|
Total
|
|
18
|
|
3,669
|
|
|
17.8
|
%
|
|
|
|
|
|
|
|
|
|
||
Nordstrom
|
|
9
|
|
1,302
|
|
|
6.3
|
%
|
|
|
|
|
|
|
|
|
|
||
Hudson's Bay Company
|
|
|
|
|
|
|
|
||
Lord & Taylor
(2)
|
|
3
|
|
392
|
|
|
|
|
|
Saks Fifth Avenue
|
|
5
|
|
375
|
|
|
|
|
|
Saks Off Fifth
(3)
|
|
1
|
|
78
|
|
|
|
|
|
Total
|
|
9
|
|
845
|
|
|
4.1
|
%
|
|
|
|
|
|
|
|
|
|
||
JCPenney
|
|
4
|
|
745
|
|
|
3.6
|
%
|
|
|
|
|
|
|
|
|
|
||
Dillard's
|
|
3
|
|
607
|
|
(4)
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|
||
Sears
|
|
3
|
|
569
|
|
(5)
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
||
Wangfujing
|
|
2
|
|
565
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|
||
Shinsegae
|
|
|
|
|
|
|
|
||
PK Market
|
|
1
|
|
63
|
|
|
|
|
|
Shinsegae
|
|
1
|
|
485
|
|
|
|
|
|
Total
|
|
2
|
|
548
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|
||
Neiman Marcus
(6)
|
|
4
|
|
402
|
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|
||
Traders
|
|
1
|
|
183
|
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|
||
Life Time Athletic
|
|
1
|
|
56
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
||
G-Super
|
|
1
|
|
36
|
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
||
Total
|
|
57
|
|
9,527
|
|
|
46.3
|
%
|
(7)
|
(1)
|
Excludes one Bloomingdale's Outlet store at a value center.
|
(2)
|
Excludes one Lord & Taylor Outlet store at an outlet center.
|
(3)
|
Excludes two Saks Off 5th stores at value and outlet centers.
|
(4)
|
GLA reflects the opening of the new Dillard's store at The Mall at Green Hills in March 2017 in connection with the redevelopment project currently ongoing at the center.
|
(5)
|
Excludes the GLA related to the second level of the Sears space at Fair Oaks, which was vacated in the fourth quarter of 2016.
|
(6)
|
Excludes two Neiman Marcus-Last Call stores at value and outlet centers. The Neiman Marcus-Last Call lease at Great Lakes Crossing Outlets was terminated effective January 31, 2018.
|
(7)
|
Percentages may not add due to rounding.
|
Centers Consolidated in TCO's Financial Statements/ TRG's % Ownership if less than 100%
|
Maximum Loan Amount (thousands)
|
Stated Interest Rate as of 12/31/17
|
12/31/17 Balance (thousands)
|
Available to Draw (thousands)
|
Amortization
|
Annual Debt Service (Principal and Interest) (thousands)
|
Maturity Date
|
Number of One-Year Extension Options
|
Interest Rates
|
Earliest Prepayment Date
|
Prepay via Defeasance or Yield Maintenance
|
Earliest Date Allowed to Prepay without Penalty
|
|||||||
Cherry Creek Shopping Center (50%)
|
|
3.85%
|
$
|
550,000
|
|
|
|
Interest only
|
6/1/2028
|
|
Fixed Rate
|
6/1/2018
|
Greater of Yield Maintenance or 1% Principal Prepaid
|
12/1/2027
|
|||||
City Creek Center
|
|
4.37%
|
78,704
|
|
|
Amortizing, 30 years
|
$
|
5,090
|
|
8/1/2023
|
|
Fixed Rate
|
At any time
|
Greater of Yield Maintenance or 0.5% Principal Prepaid
/Defeasance
|
5/1/2023
|
||||
Great Lakes Crossing Outlets
|
|
3.60%
|
203,553
|
|
|
Amortizing, 30 years
|
12,277
|
|
1/6/2023
|
|
Fixed Rate
|
At any time
|
Defeasance
|
9/6/2022
|
|||||
The Mall at Green Hills
|
|
2.96%
|
150,000
|
|
|
|
Interest only
|
12/1/2018
|
2
|
LIBOR + 1.60%. Cap if LIBOR > 2.75% and during extension
(1)
|
At any time
|
0.25%-0.50% Principal Prepaid
|
At any time
|
||||||
International Market Place (93.5%)
|
$330,890
(2)
|
|
3.11%
|
293,801
|
|
$
|
37,089
|
|
|
Interest only
(2)
|
8/14/2018
|
2
|
LIBOR + 1.75%. Rate decreases to LIBOR + 1.60% upon achieving certain performance measures
|
At any time
|
NA
|
|
|||
The Mall at Short Hills
|
|
3.48%
|
1,000,000
|
|
|
|
Interest only
|
10/1/2027
|
|
Fixed Rate
|
At any time
|
Greater of Yield Maintenance or 1% Principal Prepaid
|
4/1/2027
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other Consolidated Secured Debt
|
|
|
|
|
|
|
|
|
|
||||||||||
TRG $65M Revolving Credit Facility
|
65,000
|
|
2.96%
|
19,655
|
|
40,794
|
|
|
Interest only
|
4/28/2018
|
|
LIBOR + 1.40%
|
At any time
|
NA
|
|
||||
U.S. Headquarters
|
|
3.49
|
12,000
|
|
|
|
Interest only
|
3/1/2024
|
|
LIBOR + 1.40%, swapped to maturity
|
At any time
|
NA
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Centers Owned by Unconsolidated Joint Ventures/TRG's % Ownership
|
|
|
|
|
|
|
|
|
|
||||||||||
CityOn.Zhengzhou (49%)
|
128,200
|
|
6.37%
|
92,537
|
|
35,663
|
|
Full amortizing beginning 9/21/2017
|
12,604
|
|
12/1/2026
|
|
130% of the RMB PBOC base lending rate for a loan term > 5 years. Rate resets Jan each year
|
At any time
|
NA
|
|
|||
Country Club Plaza (50%)
|
|
3.85%
|
320,000
|
|
|
Amortization begins 5/1/2019, 30 years
|
Interest only until 5/1/2019
|
4/1/2026
|
|
Fixed Rate
|
4/1/2021
|
Greater of Yield Maintenance or 1% Principal Prepaid
|
1/2/2026
|
||||||
Fair Oaks (50%)
|
|
4.10%
|
260,402
|
|
|
Amortizing, 25 years, assumed 7.5% rate
|
15,596
|
|
7/13/2018
|
|
LIBOR + 1.70%, swapped until 4/30/2018
|
At any time
|
0.25%-0.50% Principal Prepaid
|
At any time
|
|||||
International Plaza (50.1%)
|
|
4.85%
|
309,477
|
|
|
Amortizing, 30 years
|
20,580
|
|
12/1/2021
|
|
Fixed Rate
|
At any time
|
Greater of Yield Maintenance or 1% Principal Prepaid
|
9/2/2021
|
|||||
International Plaza (50.1%)
|
|
3.58%
|
165,656
|
|
|
Amortizing, 30 years
|
8,710
|
|
12/1/2021
|
|
LIBOR + 1.75%, swapped to maturity
|
At any time
|
0.50%-2.00% Principal Prepaid
|
12/1/2019
|
|||||
The Mall at Millenia (50%)
|
|
4.00%
|
350,000
|
|
|
|
Interest only
|
10/15/2024
|
|
Fixed Rate
|
At any time
|
Greater of Modified Yield Maintenance or 1% Principal Prepaid
|
7/17/2024
|
||||||
The Mall at Millenia (50%)
|
|
3.75%
|
100,000
|
|
|
|
Interest only
|
10/15/2024
|
|
Fixed Rate
|
At any time
|
Greater of Modified Yield Maintenance or 1% Principal Prepaid
|
7/17/2024
|
||||||
Starfield Hanam (34.3%)
|
|
3.12%
|
52,065
|
|
|
|
Interest only
|
11/8/2020
|
|
3 month LIBOR + 1.60%, swapped to 9/8/2020
|
9/8/2020
|
NA
|
9/8/2020
|
||||||
Starfield Hanam (34.3%)
|
|
2.58%
|
292,365
|
|
(4)
|
|
Interest only
|
11/25/2020
|
|
KDB 5 Year Bond Yield + 1.06%
|
9/8/2020
|
0.5%-1.5% Principal Prepaid
|
9/8/2020
|
||||||
Sunvalley (50%)
|
|
4.44%
|
172,769
|
|
|
Amortizing, 30 years
|
11,471
|
|
9/1/2022
|
|
Fixed Rate
|
At any time
|
Defeasance
|
6/1/2022
|
|||||
Taubman Land Associates (50%)
|
|
3.84%
|
21,677
|
|
|
Amortizing, 30 years
|
1,349
|
|
11/1/2022
|
|
Fixed Rate
|
At any time
|
Defeasance
|
6/1/2022
|
|||||
The Mall at University Town Center (50%)
|
|
3.40%
|
280,000
|
|
|
Amortization begins 12/1/2022, 30 years
|
Interest only until 12/1/2022
|
11/1/2026
|
|
Fixed Rate
|
11/1/2019
|
Greater of Yield Maintenance or 1% Principal Prepaid
|
8/3/2026
|
||||||
Waterside Shops (50%)
|
|
3.86%
|
165,000
|
|
|
(3)
|
Interest only
(3)
|
4/15/2026
|
|
Fixed Rate
|
At any time
|
Greater of Yield Maintenance or 1% Principal Prepaid
|
1/15/2026
|
||||||
Westfarms (79%)
|
|
4.50%
|
289,048
|
|
|
Amortizing, 30 years
|
19,457
|
|
7/1/2022
|
|
Fixed Rate
|
At any time
|
Greater of Yield Maintenance or 1% Principal Prepaid
|
4/2/2022
|
|
|
Market Quotations
|
|
|
||||||||
2017 Quarter Ended
|
|
High
|
|
Low
|
|
Dividends
|
||||||
March 31
|
|
$
|
76.17
|
|
|
$
|
64.08
|
|
|
$
|
0.625
|
|
|
|
|
|
|
|
|
|
|
|
|||
June 30
|
|
66.64
|
|
|
57.77
|
|
|
0.625
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
September 30
|
|
61.90
|
|
|
49.14
|
|
|
0.625
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
December 31
|
|
65.71
|
|
|
46.30
|
|
|
0.625
|
|
|
|
Market Quotations
|
|
|
||||||||
2016 Quarter Ended
|
|
High
|
|
Low
|
|
Dividends
|
||||||
March 31
|
|
$
|
77.24
|
|
|
$
|
66.67
|
|
|
$
|
0.595
|
|
|
|
|
|
|
|
|
||||||
June 30
|
|
74.20
|
|
|
68.21
|
|
|
0.595
|
|
|||
|
|
|
|
|
|
|
||||||
September 30
|
|
81.63
|
|
|
73.64
|
|
|
0.595
|
|
|||
|
|
|
|
|
|
|
||||||
December 31
|
|
75.21
|
|
|
69.69
|
|
|
0.595
|
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
||||||||||||
Taubman Centers Inc.
|
$
|
100.00
|
|
|
$
|
83.50
|
|
|
$
|
109.12
|
|
|
$
|
112.98
|
|
|
$
|
112.45
|
|
|
$
|
103.74
|
|
MSCI US REIT Index
|
100.00
|
|
|
102.47
|
|
|
133.60
|
|
|
136.97
|
|
|
148.75
|
|
|
156.38
|
|
||||||
FTSE NAREIT Equity Retail Index
|
100.00
|
|
|
101.86
|
|
|
129.99
|
|
|
135.92
|
|
|
137.21
|
|
|
130.67
|
|
||||||
S&P 500 Index
|
100.00
|
|
|
132.38
|
|
|
150.49
|
|
|
152.57
|
|
|
170.77
|
|
|
208.05
|
|
||||||
S&P 400 MidCap Index
|
100.00
|
|
|
133.46
|
|
|
146.45
|
|
|
143.26
|
|
|
172.92
|
|
|
200.98
|
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(in thousands, except per share amounts, per square foot amounts, and shares outstanding)
|
||||||||||||||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rents, recoveries, and other shopping center revenues
|
|
$
|
629,165
|
|
|
$
|
612,557
|
|
|
$
|
557,172
|
|
|
$
|
679,129
|
|
|
$
|
767,154
|
|
Net income
(1)
|
|
112,757
|
|
|
188,151
|
|
|
192,557
|
|
|
1,278,122
|
|
|
189,368
|
|
|||||
Net income attributable to noncontrolling interests
|
|
(32,052
|
)
|
|
(55,538
|
)
|
|
(58,430
|
)
|
|
(385,109
|
)
|
|
(56,778
|
)
|
|||||
Distributions to participating securities of TRG
|
|
(2,300
|
)
|
|
(2,117
|
)
|
|
(1,969
|
)
|
|
(6,018
|
)
|
|
(1,749
|
)
|
|||||
Preferred dividends
|
|
(23,138
|
)
|
|
(23,138
|
)
|
|
(23,138
|
)
|
|
(23,138
|
)
|
|
(20,933
|
)
|
|||||
Net income attributable to Taubman Centers, Inc. common shareowners
|
|
55,267
|
|
|
107,358
|
|
|
109,020
|
|
|
863,857
|
|
|
109,908
|
|
|||||
Net income per common share – diluted
(1)
|
|
0.91
|
|
|
1.77
|
|
|
1.76
|
|
|
13.47
|
|
|
1.71
|
|
|||||
Dividends declared per common share
(2)
|
|
2.50
|
|
|
2.38
|
|
|
2.26
|
|
|
2.16
|
|
|
2.00
|
|
|||||
Weighted average number of common shares outstanding – basic
|
|
60,675,129
|
|
|
60,363,416
|
|
|
61,389,113
|
|
|
63,267,800
|
|
|
63,591,523
|
|
|||||
Weighted average number of common shares outstanding – diluted
|
|
61,040,495
|
|
|
60,829,555
|
|
|
62,161,334
|
|
|
64,921,064
|
|
|
64,575,412
|
|
|||||
Number of common shares outstanding at end of period
|
|
60,832,918
|
|
|
60,430,613
|
|
|
60,233,561
|
|
|
63,324,409
|
|
|
63,101,614
|
|
|||||
Ownership percentage of TRG at end of period
|
|
71
|
%
|
|
71
|
%
|
|
71
|
%
|
|
72
|
%
|
|
71
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate before accumulated depreciation
|
|
4,461,045
|
|
|
4,173,954
|
|
|
3,713,215
|
|
|
3,262,505
|
|
|
4,485,090
|
|
|||||
Total assets
|
|
4,214,592
|
|
|
4,010,912
|
|
|
3,546,510
|
|
|
3,214,901
|
|
|
3,506,222
|
|
|||||
Total debt, net
|
|
3,555,228
|
|
|
3,255,512
|
|
|
2,627,088
|
|
|
2,025,505
|
|
|
3,058,053
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds from Operations attributable to TCO's common shareowners
(1)(3)
|
|
215,786
|
|
|
239,963
|
|
|
207,084
|
|
|
200,356
|
|
|
236,662
|
|
|||||
Mall tenant sales - all centers
(4)(5)
|
|
6,327,787
|
|
|
5,773,614
|
|
|
5,177,988
|
|
|
4,969,462
|
|
|
6,180,095
|
|
|||||
Sales per square foot
(4)(6)
|
|
810
|
|
|
792
|
|
|
785
|
|
|
792
|
|
|
819
|
|
|||||
Number of shopping centers at end of period
|
|
24
|
|
|
23
|
|
|
19
|
|
|
18
|
|
|
25
|
|
|||||
Ending Mall GLA in thousands of square feet
|
|
12,066
|
|
|
11,722
|
|
|
8,804
|
|
|
8,332
|
|
|
11,677
|
|
|||||
Leased space - all centers
(7)(8)
|
|
95.9
|
%
|
|
95.6
|
%
|
|
96.1
|
%
|
|
96.0
|
%
|
|
96.7
|
%
|
|||||
Ending occupancy - all centers
(7)
|
|
94.8
|
%
|
|
93.9
|
%
|
|
94.2
|
%
|
|
94.1
|
%
|
|
95.8
|
%
|
|||||
Average base rent per square foot
(7)(9)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated businesses
|
|
$
|
64.82
|
|
|
$
|
63.83
|
|
|
$
|
61.37
|
|
|
$
|
59.48
|
|
|
$
|
59.88
|
|
Unconsolidated Joint Ventures
|
|
58.31
|
|
|
58.10
|
|
|
57.28
|
|
|
58.65
|
|
|
52.68
|
|
|||||
Combined
|
|
61.66
|
|
|
61.07
|
|
|
59.41
|
|
|
59.14
|
|
|
57.33
|
|
(1)
|
In 2017, net income and FFO include $13.8 million of costs associated with a restructuring charge, $14.5 million of costs associated with shareowner activism, an $11.6 million gain recognized at the time of conversion of our remaining investment in Simon Property Group Limited Partnership units to common shares of Simon Property Group, Inc., and a $0.4 million charge recognized in connection with the partial write-off of deferred financing costs related to an amendment of our primary unsecured revolving line of credit in February 2017. In 2016, net income and FFO include a lump sum payment of $21.7 million we received in connection with the termination of our third party leasing agreement at The Shops at Crystals, $3.0 million of costs associated with shareowner activism, and an $11.1 million gain and $0.5 million of income tax expense recognized at the time of conversion of a portion of our investment in partnership units in Simon Property Group Limited Partnership to common shares of Simon Property Group, Inc. In 2015, net income and FFO include an impairment charge of $11.8 million related to the pre-development of The Mall at Miami Worldcenter and the net reversal of $2.0 million of prior period share-based compensation expenses recognized upon the announcement of an executive management transition. In 2014, net income includes a $629.7 million gain on the dispositions of the seven centers to Starwood and a $476.9 million gain, net of tax, from the dispositions of interests in International Plaza, Arizona Mills, and land in Syosset, New York related to the former Oyster Bay project. In 2014, net income and FFO include expenses related to the sale of seven centers to Starwood completed in October 2014. Specifically, these measures reflect charges of $36.4 million ($36.0 million at our beneficial share) related to the loss on extinguishment of debt of certain of these centers; charges of $7.8 million ($7.4 million at our beneficial share) related to the discontinuation of hedge accounting on the interest rate swap previously designated to hedge the MacArthur Center note payable; and a restructuring charge of $3.7 million and disposition costs of $3.3 million incurred related to the sale. FFO is defined and discussed in "MD&A – Non-GAAP Measures - Use of Non-GAAP Measures."
|
(2)
|
Amount excludes a special dividend of $4.75 per share in 2014, which was declared as a result of the sale of seven centers to Starwood.
|
(3)
|
Reconciliations of net income attributable to TCO common shareowners to FFO for
2017
,
2016
, and
2015
are provided in "MD&A - Non-GAAP Measures - Reconciliation of Non-GAAP Measures." For 2014, net income attributable to TCO common shareowners of $863.9 million, subtracting our beneficial share of gain on disposition of $1.1 billion, adding back depreciation and amortization of $142.5 million, TCO's additional income tax expense of $0.4 million, noncontrolling interests of $350.9 million, and distributions to participating securities of $6.0 million arrives at TRG's FFO of $280.5 million, of which TCO's share was $200.4 million. For 2013, net income attributable to TCO common shareowners of $109.9 million, adding back depreciation and amortization of $172.6 million, TCO's additional income tax expense of $0.2 million, noncontrolling interests of $46.4 million, and distributions to participating securities of $1.7 million arrives at TRG’s FFO of $330.8 million, of which TCO’s share was $236.7 million.
|
(4)
|
Based on reports of sales furnished by mall tenants.
|
(5)
|
"Mall tenant sales - all centers" statistic for 2013 includes sales for the centers sold to Starwood.
|
(6)
|
For all periods presented, this amount represents sales per square foot of comparable centers, which are generally defined as centers that were owned and open for the entire current and preceding period, excluding centers impacted by significant redevelopment activity. The Mall of San Juan has been excluded from "comparable center" statistics as a result of Hurricane Maria and the expectation that the center's performance will be materially impacted for the foreseeable future.
|
(7)
|
See "MD&A – Rental Rates and Occupancy" for information regarding this statistic.
|
(8)
|
Leased space comprises both occupied space and space that is leased but not yet occupied.
|
(9)
|
Amounts exclude spaces greater than 10,000 square feet.
|
|
2017
(1)
|
|
2016
(1)
|
|
2015
(1)
|
||||||
Mall tenant sales - all centers (in thousands)
|
$
|
6,327,787
|
|
|
$
|
5,773,614
|
|
|
$
|
5,177,988
|
|
Mall tenant sales - comparable (in thousands)
|
4,943,268
|
|
|
4,921,032
|
|
|
|
||||
Sales per square foot
(2)
|
810
|
|
|
792
|
|
|
785
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Businesses:
(3)
|
|
|
|
|
|
||||||
Minimum rents
|
9.8
|
%
|
|
9.4
|
%
|
|
9.1
|
%
|
|||
Overage rents
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
|||
Expense recoveries
|
5.0
|
|
|
4.7
|
|
|
4.6
|
|
|||
Mall tenant occupancy costs as a percentage of mall tenant sales
|
15.2
|
%
|
|
14.6
|
%
|
|
14.2
|
%
|
|||
Unconsolidated Joint Ventures:
(3)
|
|
|
|
|
|
||||||
Minimum rents
|
8.9
|
%
|
|
9.2
|
%
|
|
8.8
|
%
|
|||
Overage rents
|
0.7
|
|
|
0.5
|
|
|
0.4
|
|
|||
Expense recoveries
|
4.1
|
|
|
4.5
|
|
|
4.5
|
|
|||
Mall tenant occupancy costs as a percentage of mall tenant sales
|
13.7
|
%
|
|
14.2
|
%
|
|
13.8
|
%
|
|||
Combined:
(3)
|
|
|
|
|
|
||||||
Minimum rents
|
9.3
|
%
|
|
9.3
|
%
|
|
9.0
|
%
|
|||
Overage rents
|
0.6
|
|
|
0.5
|
|
|
0.5
|
|
|||
Expense recoveries
|
4.5
|
|
|
4.6
|
|
|
4.6
|
|
|||
Mall tenant occupancy costs as a percentage of mall tenant sales
|
14.4
|
%
|
|
14.4
|
%
|
|
14.0
|
%
|
(1)
|
Based on reports of sales furnished by mall tenants.
|
(2)
|
Sales per square foot excludes non-comparable centers and spaces greater than or equal to 10,000 square feet for all periods presented. Comparable center statistics for 2015 exclude Beverly Center and The Mall of San Juan.
|
(3)
|
Occupancy costs as a percentage of sales statistics are based on mall tenants sales of all centers reported during that period.
|
(4)
|
Amounts in this table may not add due to rounding.
|
|
2017
(1) (2)
|
|
2016
(1) (2)
|
|
2015
(1) (2)
|
||||||
Average rent per square foot:
|
|
|
|
|
|
||||||
Consolidated Businesses
|
$
|
64.82
|
|
|
$
|
63.83
|
|
|
$
|
61.37
|
|
Unconsolidated Joint Ventures
|
58.31
|
|
|
58.10
|
|
|
57.28
|
|
|||
Combined
|
61.66
|
|
|
61.07
|
|
|
59.41
|
|
|||
Opening base rent per square foot:
|
|
|
|
|
|
||||||
Consolidated Businesses
|
$
|
65.27
|
|
|
$
|
85.86
|
|
|
$
|
69.35
|
|
Unconsolidated Joint Ventures
|
50.44
|
|
|
57.80
|
|
|
59.67
|
|
|||
Combined
|
59.43
|
|
|
72.68
|
|
|
65.20
|
|
|||
Square feet of GLA opened:
|
|
|
|
|
|
||||||
Consolidated Businesses
|
488,536
|
|
|
422,752
|
|
|
552,456
|
|
|||
Unconsolidated Joint Ventures
|
317,524
|
|
|
374,119
|
|
|
414,890
|
|
|||
Combined
|
806,060
|
|
|
796,871
|
|
|
967,346
|
|
|||
Closing base rent per square foot:
|
|
|
|
|
|
||||||
Consolidated Businesses
|
$
|
60.59
|
|
|
$
|
72.60
|
|
|
$
|
54.59
|
|
Unconsolidated Joint Ventures
|
50.63
|
|
|
47.85
|
|
|
51.81
|
|
|||
Combined
|
56.61
|
|
|
61.19
|
|
|
53.50
|
|
|||
Square feet of GLA closed:
|
|
|
|
|
|
||||||
Consolidated Businesses
|
534,099
|
|
|
409,088
|
|
|
594,680
|
|
|||
Unconsolidated Joint Ventures
|
354,959
|
|
|
350,060
|
|
|
383,449
|
|
|||
Combined
|
889,058
|
|
|
759,148
|
|
|
978,129
|
|
|||
Releasing spread per square foot:
|
|
|
|
|
|
||||||
Consolidated Businesses
|
$
|
4.68
|
|
|
$
|
13.26
|
|
|
$
|
14.76
|
|
Unconsolidated Joint Ventures
|
(0.19
|
)
|
|
9.95
|
|
|
7.86
|
|
|||
Combined
|
2.82
|
|
|
11.49
|
|
|
11.70
|
|
|||
Releasing spread per square foot growth:
|
|
|
|
|
|
||||||
Consolidated Businesses
|
7.7
|
%
|
|
18.3
|
%
|
|
27.0
|
%
|
|||
Unconsolidated Joint Ventures
|
(0.4
|
)%
|
|
20.8
|
%
|
|
15.2
|
%
|
|||
Combined
|
5.0
|
%
|
|
18.8
|
%
|
|
21.9
|
%
|
(1)
|
Statistics exclude non-comparable centers. Comparable center statistics for 2015 exclude Beverly Center and The Mall of San Juan.
|
(2)
|
Opening and closing statistics exclude spaces greater than or equal to 10,000 square feet.
|
|
2017
(1)
|
|
2016
(1)
|
|
2015
(1)
|
|||
Ending occupancy - all centers
|
94.8
|
%
|
|
93.9
|
%
|
|
94.2
|
%
|
Ending occupancy - comparable centers
|
95.0
|
|
|
94.7
|
|
|
|
|
Leased space - all centers
|
95.9
|
|
|
95.6
|
|
|
96.1
|
|
Leased space - comparable centers
|
96.0
|
|
|
96.1
|
|
|
|
|
2017
|
||||||||||||||||||
|
Total
|
|
4th quarter
|
|
3rd quarter
|
|
2nd quarter
|
|
1st quarter
|
||||||||||
|
(in thousands, except occupancy and leased space data)
|
||||||||||||||||||
Mall tenant sales:
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Comparable
|
$
|
4,943,268
|
|
|
$
|
1,574,704
|
|
|
$
|
1,110,111
|
|
|
$
|
1,149,395
|
|
|
$
|
1,109,058
|
|
All Centers
|
6,327,787
|
|
|
1,978,554
|
|
|
1,475,440
|
|
|
1,485,116
|
|
|
1,388,677
|
|
|||||
Revenues and nonoperating income, net-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated Businesses
|
$
|
652,993
|
|
|
$
|
187,665
|
|
|
$
|
155,716
|
|
|
$
|
157,750
|
|
|
$
|
151,862
|
|
Ending occupancy:
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable
|
95.0
|
%
|
|
95.0
|
%
|
|
93.6
|
%
|
|
92.5
|
%
|
|
92.7
|
%
|
|||||
All Centers
|
94.8
|
|
|
94.8
|
|
|
93.5
|
|
|
92.7
|
|
|
92.1
|
|
|||||
Leased Space:
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable
|
96.0
|
%
|
|
96.0
|
%
|
|
96.3
|
%
|
|
95.0
|
%
|
|
94.3
|
%
|
|||||
All centers
|
95.9
|
|
|
95.9
|
|
|
95.9
|
|
|
94.9
|
|
|
94.5
|
|
(1)
|
Based on reports of sales furnished by mall tenants.
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Operating Partnership’s share in millions)
|
||||||||||
Other income:
|
|
|
|
|
|
||||||
Shopping center and other operational revenues
|
$
|
30.5
|
|
|
$
|
22.0
|
|
|
$
|
18.8
|
|
Lease cancellation income
|
9.1
|
|
|
3.3
|
|
|
4.6
|
|
|||
|
$
|
39.5
|
|
|
$
|
25.3
|
|
|
$
|
23.4
|
|
(1)
|
Amounts in this table may not add due to rounding.
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Operating Partnership’s share in millions)
|
||||||||||
Nonoperating income, net:
|
|
|
|
|
|
||||||
Gains on Simon Property Group common share conversions
(1)
|
$
|
11.6
|
|
|
$
|
11.1
|
|
|
|
||
Gains on sales of peripheral land
|
0.9
|
|
|
1.8
|
|
|
|
||||
Dividend income
|
4.2
|
|
|
3.8
|
|
|
$
|
3.6
|
|
||
Interest income
|
5.8
|
|
|
5.7
|
|
|
2.0
|
|
|||
Insurance recoveries - The Mall of San Juan
|
1.0
|
|
|
|
|
|
|||||
Other nonoperating income (expense)
|
0.1
|
|
|
0.4
|
|
|
(0.3
|
)
|
|||
|
$
|
23.7
|
|
|
$
|
22.9
|
|
|
$
|
5.3
|
|
(1)
|
Represents the gains recognized upon the conversions in both 2017 and 2016 of our investment in Simon Property Group Limited Partnership units to common shares of Simon Property Group. See "Liquidity and Capital Resources - Simon Property Group Limited Partnership Units Investment" for further discussion of our investment.
|
(2)
|
Amounts in this table may not add due to rounding.
|
|
Date
|
|
Initial Loan Balance/Facility Amount
|
|
Stated
Interest Rate
|
|
Maturity Date
(1)
|
|
|
|
(in millions)
|
|
|
|
|
TRG secondary revolving credit facility
|
April 2017
|
|
$65
|
|
LIBOR + 1.40%
|
|
April 2018
|
TRG $300 million unsecured term loan
|
February 2017
|
|
300
(2)
|
|
(3)
|
|
February 2022
|
TRG primary unsecured revolving credit facility
|
February 2017
|
|
1,100
(2)
|
|
(4)
|
|
February 2021
(4)
|
The Mall at Millenia
|
December 2016
|
|
50
(5)
|
|
3.75%
|
|
October 2024
|
The Mall at University Town Center
|
October 2016
|
|
280
|
|
3.40%
|
|
November 2026
|
Cherry Creek Shopping Center
|
May 2016
|
|
550
|
|
3.85%
|
|
June 2028
|
Waterside Shops
|
April 2016
|
|
165
|
|
3.86%
|
|
April 2026
|
TRG secondary revolving credit facility
|
April 2016
|
|
65
|
|
LIBOR + 1.40%
|
|
April 2017
|
Country Club Plaza
|
March 2016
|
|
320
|
|
3.85%
|
|
April 2026
|
CityOn.Zhengzhou
|
December 2015
|
|
128
(6)
|
|
(6)
|
|
December 2026
|
The Mall at Short Hills
|
September 2015
|
|
1,000
|
|
3.48%
|
|
October 2027
|
International Market Place
|
August 2015
|
|
331
|
|
LIBOR + 1.75%
(7)
|
|
August 2018
|
Starfield Hanam
|
July 2015
|
|
292
(8)
|
|
(8)
|
|
November 2020
|
Starfield Hanam
|
July 2015
|
|
52
|
|
3 Mo LIBOR + 1.60%
(9)
|
|
November 2020
|
U.S. Headquarters
|
March 2015
|
|
12
|
|
LIBOR + 1.40%
(10)
|
|
March 2024
|
(1)
|
Excludes any options to extend the maturities (see the notes to our consolidated financial statements regarding extension options).
|
(2)
|
These facilities include an accordion feature which would increase the maximum aggregate total commitment to as much as $2.0 billion between the two facilities, if fully exercised, subject to obtaining additional lender commitments, customary closing conditions, covenant compliance, and minimum asset values for the unencumbered asset pool. As of December 31, 2017, we could not fully utilize the accordion feature unless additional assets were added to our unencumbered asset pool.
|
(3)
|
The loan bears interest at a range of LIBOR plus 1.25% to LIBOR plus 1.90% based on our total leverage ratio. In March 2017, the LIBOR rate was swapped, effective January 2018 through maturity, to a fixed rate of 2.14%, which will result in an effective interest rate in the range of 3.39% to 4.04%.
|
(4)
|
The primary unsecured revolving credit facility bears interest at a range of LIBOR plus 1.15% to LIBOR plus 1.70% based on our total leverage ratio. Two, six-month extension options are available.
|
(5)
|
Proceeds of $50 million were received in December 2016. An additional $50 million of proceeds were received in February 2017, bringing the total loan amount to $100 million.
|
(6)
|
The facility is denominated in Chinese Yuan Renminbi (RMB) and has a total availability of up to 834 million RMB. The amount shown is the U.S. dollar equivalent using the December 31, 2017 exchange rate. The facility bears interest at 130% of the RMB People's Bank of China base lending rate for a loan term greater than five years, which resets in January of each year. In January 2018, the rate was reset and continued at 6.37%.
|
(7)
|
The interest rate may decrease to LIBOR plus 1.60% upon achieving certain performance measures. Two, one-year extension options are available.
|
(8)
|
The loan is denominated in Korean Won (KRW) and no loan draws were allowed after December 31, 2016. The balance is the U.S. dollar (USD) equivalent of the amount outstanding using the December 31, 2017 exchange rate. The loan bears interest at the Korea Development Bank Five-Year Bond Yield plus 1.06% and is fixed upon each draw. A letter of credit totaling $53.2 million USD is outstanding on this loan as security for the Starfield Hanam USD loan.
|
(9)
|
The LIBOR rate plus spread have been swapped until two months prior to maturity to a fixed interest rate of 3.12%.
|
(10)
|
The loan has been swapped to an effective rate of 3.49% until maturity.
|
•
|
the increase in minimum rents was further attributable to increases in average rent per square foot;
|
•
|
the decrease in overage rents was primarily attributable to certain favorable post-closing adjustments in the prior year relating to the portfolio of centers sold to Starwood in 2014;
|
•
|
the increase in expense recoveries was also due to increases in property tax expenses and fixed common area maintenance, partially offset by certain favorable post-closing adjustments in the prior year relating to the portfolio of centers sold to Starwood in 2014;
|
•
|
the decrease in management, leasing, and development services was primarily due to revenue for the lump sum payment we received in May 2016 in connection with the termination of our third party leasing agreement for Crystals; and
|
•
|
the increase in other income was mainly attributable to increases in food and beverage operations of our new restaurant joint venture and in lease cancellation income.
|
•
|
the increase in maintenance, taxes, utilities, and promotion expense was further attributable to increases in property tax and common area maintenance expense;
|
•
|
the increase in other operating expense was also due to food and beverage operations of our new restaurant joint venture and increased bad debt expenses, partially offset by cost saving initiatives enacted throughout the year in response to the completion of another major redevelopment cycle and current near-term challenges facing the U.S. mall industry. 2016 also included a charge for a center-related legal matter that did not reoccur in 2017;
|
•
|
the decrease in general and administrative expense was primarily due to the aforementioned cost saving initiatives. A restructuring charge was incurred related to reductions in our workforce and the reorganization of various areas of the organization, which were also undertaken for similar reasons;
|
•
|
an increase in costs incurred associated with shareowner activism;
|
•
|
the increase in interest expense was further attributable to the reduction of interest capitalization as well as the refinancings of Cherry Creek Shopping Center and our primary unsecured revolving line of credit, partially offset by continuing capitalization of interest on major redevelopment projects; and
|
•
|
the increase in depreciation and amortization expense was further attributable to changes in depreciable lives of tenant allowances in connection with early terminations, and an estimated expense of $7 million relating to property damage from Hurricane Maria at The Mall of San Juan.
|
•
|
the increase in minimum rents was further attributable to increases in average rent per square foot and occupancy, and the opening of The Mall of San Juan in March 2015;
|
•
|
the increase in expense recoveries was also due to increases in fixed common area maintenance and property tax revenues, the opening of The Mall of San Juan in March 2015, and certain favorable post-closing adjustments relating to the centers sold to Starwood in 2014;
|
•
|
the increase in revenue from management, leasing, and development services was primarily due to revenue for the lump sum payment we received in May 2016 in connection with the termination of our third party leasing agreement for Crystals, partially offset by a decrease in leasing and management fees for Studio City, which opened in October 2015; and
|
•
|
the increase in other income was further attributable to operational revenue from our restaurant partnership, certain favorable post-closing adjustments relating to the centers sold to Starwood in 2014, and increases in sponsorship income, partially offset by a decrease in lease cancellation income.
|
•
|
the increase in maintenance, taxes, utilities, and promotion expense was further attributable to increases in common area maintenance and property tax expenses;
|
•
|
the increase in other operating expense was also due to operational expenses from our restaurant partnership, an increase in Asia expenses, and certain corporate level cost allocations no longer made to unconsolidated centers;
|
•
|
the decrease in expenses from management, leasing, and development services was primarily due to the decrease in expenses related to Studio City, which opened in October 2015;
|
•
|
the increase in general and administrative expense was primarily due to the reversal in 2015 of share-based compensation expense related to the announcement of a transition in executive management;
|
•
|
costs incurred in 2016 associated with shareowner activism;
|
•
|
the increase in interest expense was further attributable to the completion of interest capitalization on our equity in CityOn.Xi'an and Starfield Hanam, and interest expense related to Country Club Plaza, partially offset by the interest savings from the pay off of our loans on The Gardens on El Paseo and El Paseo Village; and
|
•
|
the increase in depreciation and amortization expense was further attributable to changes in depreciable lives of tenant allowances in connection with early terminations and the completion of our redevelopment projects in 2015.
|
|
Amount
|
|
Interest Rate Including Spread
|
|
|||
|
(in millions)
|
|
|
|
|||
Fixed rate debt
|
$
|
2,745.5
|
|
|
3.78
|
%
|
(1)
|
|
|
|
|
|
|||
Floating rate debt swapped to fixed rate:
|
|
|
|
|
|||
Swap maturing in April 2018
|
130.2
|
|
|
4.10
|
%
|
|
|
Swap maturing in February 2019
|
475.0
|
|
|
3.25
|
%
|
|
|
Swap maturing in September 2020
|
17.9
|
|
|
3.12
|
%
|
|
|
Swap maturing in December 2021
|
83.0
|
|
|
3.58
|
%
|
|
|
Swap maturing in March 2024
|
12.0
|
|
|
3.49
|
%
|
|
|
|
$
|
718.1
|
|
|
3.44
|
%
|
(1)
|
|
|
|
|
|
|||
Floating month to month
(2)
|
1,274.7
|
|
|
3.06
|
%
|
(1)
|
|
Total floating rate debt
|
$
|
1,992.8
|
|
|
3.20
|
%
|
(1)
|
|
|
|
|
|
|||
Total beneficial interest in debt
|
$
|
4,738.2
|
|
|
3.53
|
%
|
(1)
|
|
|
|
|
|
|||
Total deferred financing costs, net
|
$
|
(16.6
|
)
|
|
|
|
|
|
|
|
|
|
|||
Net beneficial interest in debt
|
$
|
4,721.6
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of deferred financing costs
(3)
|
|
|
|
0.20
|
%
|
|
|
Average all-in rate
|
|
|
|
3.74
|
%
|
|
(1)
|
Represents weighted average interest rate before amortization of deferred financing costs.
|
(2)
|
Includes our $300 million unsecured term loan, which was swapped to a fixed rate beginning January 2018.
|
(3)
|
Deferred financing costs include debt issuance costs including amortization of deferred financing costs from revolving lines of credit and other fees not listed above.
|
(4)
|
Amounts in table may not add due to rounding.
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year (2018)
|
|
1-3 years
(2019-2020)
|
|
3-5 years
(2021-2022)
|
|
More than 5 years (2023+)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Debt
(1)
|
$
|
3,567.7
|
|
|
$
|
470.0
|
|
|
$
|
488.9
|
|
|
$
|
800.0
|
|
|
$
|
1,808.8
|
|
Interest payments
(1)
|
749.4
|
|
|
121.5
|
|
|
193.2
|
|
|
147.0
|
|
|
287.7
|
|
|||||
Operating leases
|
809.1
|
|
|
15.5
|
|
|
29.7
|
|
|
26.7
|
|
|
737.2
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Planned capital spending
(2)
|
353.1
|
|
|
353.1
|
|
|
|
|
|
|
|
||||||||
Other purchase obligations
(3)
|
1.5
|
|
|
0.8
|
|
|
0.7
|
|
|
|
|
|
|
||||||
Other long-term liabilities and commitments
(4)
|
47.1
|
|
|
3.4
|
|
|
11.7
|
|
|
13.8
|
|
|
18.2
|
|
|||||
Total
|
$
|
5,527.9
|
|
|
$
|
964.3
|
|
|
$
|
724.2
|
|
|
$
|
987.5
|
|
|
$
|
2,851.9
|
|
(1)
|
The settlement periods for debt do not consider extension options. Except for the $300 million unsecured term loan, which was swapped to a fixed rate beginning January 2018, amounts relating to interest on floating rate debt are calculated based on the debt balances and interest rates as of
December 31, 2017
. Debt excludes $12.5 million of deferred financing costs.
|
(2)
|
This disclosure includes planned capital spending related to our consolidated businesses only. We have investments in Unconsolidated Joint Ventures through which construction activities will be occurring. Refer to "Capital Spending - New Developments" for discussion of those projects.
|
(3)
|
Excludes purchase agreements with cancellation provisions of 90 days or less.
|
(4)
|
Other long-term liabilities consist of various accrued liabilities, most significantly assessment bond obligations.
|
(5)
|
Amounts in this table may not add due to rounding.
|
•
|
CityOn.Zhengzhou, which was developed with our joint venture partner Wangfujing, is located in Zhengzhou, China, and opened in March 2017;
|
•
|
Starfield Hanam, which was developed with our joint venture partner Shinsegae, is located in Hanam, South Korea, and opened in September 2016;
|
•
|
International Market Place, which is located in Waikiki, Honolulu, Hawaii, opened in August 2016; and
|
•
|
CityOn.Xi'an, which was also developed with our joint venture partner Wangfujing, is located in Xi'an, China and opened in April 2016.
|
|
2017
(1)
|
||||||||||||||
|
Consolidated Businesses
|
|
Beneficial Interest in Consolidated Businesses
|
|
Unconsolidated Joint Ventures
|
|
Beneficial Interest in Unconsolidated Joint Ventures
|
||||||||
|
(in millions)
|
||||||||||||||
New development projects - U.S.
(2)
|
$
|
37.7
|
|
|
$
|
35.7
|
|
|
|
|
|
||||
New development projects - Asia
(3) (4)
|
|
|
|
|
$
|
16.2
|
|
|
$
|
8.2
|
|
||||
Existing centers:
|
|
|
|
|
|
|
|
||||||||
Projects with incremental GLA or anchor replacement
(5)
|
33.3
|
|
|
33.3
|
|
|
|
|
|
||||||
Projects with no incremental GLA and other
(6)
|
194.1
|
|
|
191.5
|
|
|
9.5
|
|
|
4.9
|
|
||||
Mall tenant allowances
|
19.5
|
|
|
18.2
|
|
|
12.0
|
|
|
6.4
|
|
||||
Asset replacement costs recoverable from tenants
|
13.0
|
|
|
12.6
|
|
|
12.1
|
|
|
6.5
|
|
||||
Corporate office improvements, technology, equipment, and other
|
23.1
|
|
|
23.1
|
|
|
|
|
|
||||||
Total
|
$
|
320.7
|
|
|
$
|
314.4
|
|
|
$
|
49.9
|
|
|
$
|
25.9
|
|
(1)
|
Costs are net of intercompany profits and are computed on an accrual basis.
|
(2)
|
Includes costs related to International Market Place.
|
(3)
|
Includes costs related to CityOn.Xi'an, CityOn.Zhengzhou, and Starfield Hanam.
|
(4)
|
Asia balances exclude net increases of total project costs due to changes in exchange rates during the period.
|
(5)
|
Includes costs related to The Mall at Green Hills redevelopment.
|
(6)
|
Includes costs related to the Beverly Center renovation.
|
(7)
|
Amounts in this table may not add due to rounding.
|
|
2016
(1)
|
||||||||||||||
|
Consolidated Businesses
|
|
Beneficial Interest in Consolidated Businesses
|
|
Unconsolidated Joint Ventures
|
|
Beneficial Interest in Unconsolidated Joint Ventures
|
||||||||
|
(in millions)
|
||||||||||||||
New development projects - U.S.
(2)
|
$
|
282.4
|
|
|
$
|
266.4
|
|
|
|
|
|
||||
New development projects - Asia
(3) (4)
|
|
|
|
|
$
|
449.4
|
|
|
$
|
233.0
|
|
||||
Existing centers:
|
|
|
|
|
|
|
|
||||||||
Projects with incremental GLA or anchor replacement
(5)
|
84.2
|
|
|
83.4
|
|
|
|
|
|
||||||
Projects with no incremental GLA and other
(6)
|
110.4
|
|
|
105.4
|
|
|
3.7
|
|
|
1.9
|
|
||||
Mall tenant allowances
|
15.0
|
|
|
14.1
|
|
|
9.6
|
|
|
4.8
|
|
||||
Asset replacement costs recoverable from tenants
|
12.4
|
|
|
11.9
|
|
|
12.5
|
|
|
6.9
|
|
||||
Corporate office improvements, technology, equipment, and other
|
3.7
|
|
|
3.7
|
|
|
|
|
|
||||||
Total
|
$
|
508.0
|
|
|
$
|
484.8
|
|
|
$
|
475.2
|
|
|
$
|
246.6
|
|
(1)
|
Costs are net of intercompany profits and are computed on an accrual basis.
|
(2)
|
Includes costs related to The Mall of San Juan and International Market Place.
|
(3)
|
Includes costs related to CityOn.Xi'an, CityOn.Zhengzhou, and Starfield Hanam. Asia spending for CityOn.Zhengzhou, which was under construction as of December 31, 2016, is included at our beneficial interest in both the Unconsolidated Joint Ventures and Beneficial Interest in Unconsolidated Joint Ventures columns.
|
(4)
|
Asia balances exclude net decreases of total project costs due to changes in exchange rates during the period.
|
(5)
|
Includes costs related to The Mall at Green Hills redevelopment and purchase of the Saks Fifth Avenue building at The Mall at Short Hills.
|
(6)
|
Includes costs related to the Beverly Center renovation.
|
(7)
|
Amounts in this table may not add due to rounding.
|
|
2018
(1)
|
||||||||||||||
|
Consolidated Businesses
|
|
Beneficial Interest in Consolidated Businesses
|
|
Unconsolidated Joint Ventures
|
|
Beneficial Interest in Unconsolidated Joint Ventures
|
||||||||
|
(in millions)
|
||||||||||||||
Existing centers:
|
|
|
|
|
|
|
|
||||||||
Projects with incremental GLA or anchor replacement
(2)
|
$
|
81.5
|
|
|
$
|
81.5
|
|
|
|
|
|
||||
Projects with no incremental GLA and other
(3)
|
231.1
|
|
|
225.8
|
|
|
$
|
5.2
|
|
|
$
|
3.5
|
|
||
Mall tenant allowances
|
13.0
|
|
|
12.3
|
|
|
11.3
|
|
|
6.2
|
|
||||
Asset replacement costs recoverable from tenants
|
22.8
|
|
|
22.2
|
|
|
12.8
|
|
|
7.1
|
|
||||
Corporate office improvements, technology, equipment, and other
|
4.7
|
|
|
4.7
|
|
|
|
|
|
||||||
Total
|
$
|
353.1
|
|
|
$
|
346.5
|
|
|
$
|
29.2
|
|
|
$
|
16.7
|
|
(1)
|
Costs are net of intercompany profits and are computed on an accrual basis.
|
(2)
|
Includes costs related to The Mall at Green Hills redevelopment.
|
(3)
|
Includes costs related to the Beverly Center renovation.
|
(4)
|
Amounts in this table may not add due to rounding.
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
|
|
Dollars in millions
|
|
Diluted Shares/ Units
|
|
Per Share/ Unit
|
|
Dollars in millions
|
|
Diluted Shares/ Units
|
|
Per Share/ Unit
|
|
Dollars in millions
|
|
Diluted Shares/ Units
|
|
Per Share/ Unit
|
|||||||||||||||
Net income attributable to TCO common shareowners - basic
|
|
$
|
55.3
|
|
|
60,675,129
|
|
|
$
|
0.91
|
|
|
$
|
107.4
|
|
|
60,363,416
|
|
|
$
|
1.78
|
|
|
$
|
109.0
|
|
|
61,389,113
|
|
|
$
|
1.78
|
|
Add impact of share-based compensation
|
|
0.1
|
|
|
365,366
|
|
|
|
|
0.3
|
|
|
466,139
|
|
|
|
|
|
0.4
|
|
|
772,221
|
|
|
|
||||||||
Net income attributable to TCO common shareowners - diluted
|
|
$
|
55.4
|
|
|
61,040,495
|
|
|
$
|
0.91
|
|
|
$
|
107.6
|
|
|
60,829,555
|
|
|
$
|
1.77
|
|
|
$
|
109.4
|
|
|
62,161,334
|
|
|
$
|
1.76
|
|
Add depreciation of TCO’s additional basis
|
|
6.5
|
|
|
|
|
|
0.11
|
|
|
6.5
|
|
|
|
|
|
0.11
|
|
|
6.5
|
|
|
|
|
0.10
|
|
|||||||
Add (less) TCO's additional income tax (benefit) expense
|
|
(0.3
|
)
|
|
|
|
|
(0.01
|
)
|
|
0.4
|
|
|
|
|
|
0.01
|
|
|
0.1
|
|
|
|
|
0.00
|
|
|||||||
Net income attributable to TCO common shareowners, excluding step-up depreciation and additional income tax (benefit) expense
|
|
$
|
61.5
|
|
|
61,040,495
|
|
|
$
|
1.02
|
|
|
$
|
114.5
|
|
|
60,829,555
|
|
|
$
|
1.88
|
|
|
$
|
116.0
|
|
|
62,161,334
|
|
|
$
|
1.87
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncontrolling share of income of TRG
|
|
25.3
|
|
|
24,965,157
|
|
|
|
|
47.4
|
|
|
25,055,654
|
|
|
|
|
47.2
|
|
|
25,073,109
|
|
|
|
|||||||||
Distributions to participating securities of TRG
|
|
2.3
|
|
|
871,262
|
|
|
|
|
|
2.1
|
|
|
871,262
|
|
|
|
|
|
2.0
|
|
|
871,262
|
|
|
|
|||||||
Net income attributable to partnership unitholders and participating securities of TRG
|
|
$
|
89.1
|
|
|
86,876,914
|
|
|
$
|
1.03
|
|
|
$
|
164.1
|
|
|
86,756,471
|
|
|
$
|
1.89
|
|
|
$
|
165.2
|
|
|
88,105,705
|
|
|
$
|
1.87
|
|
Add (less) depreciation and amortization
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated businesses at 100%
|
|
167.8
|
|
|
|
|
|
1.93
|
|
|
138.1
|
|
|
|
|
|
1.59
|
|
|
106.4
|
|
|
|
|
1.21
|
|
|||||||
Depreciation of TCO’s additional basis
|
|
(6.5
|
)
|
|
|
|
|
(0.07
|
)
|
|
(6.5
|
)
|
|
|
|
|
(0.07
|
)
|
|
(6.5
|
)
|
|
|
|
(0.07
|
)
|
|||||||
Noncontrolling partners in consolidated joint ventures
|
|
(7.5
|
)
|
|
|
|
|
(0.09
|
)
|
|
(5.8
|
)
|
|
|
|
|
(0.07
|
)
|
|
(3.7
|
)
|
|
|
|
(0.04
|
)
|
|||||||
Share of Unconsolidated Joint Ventures
|
|
66.9
|
|
|
|
|
|
0.77
|
|
|
53.0
|
|
|
|
|
|
0.61
|
|
|
34.4
|
|
|
|
|
0.39
|
|
|||||||
Non-real estate depreciation
|
|
(3.6
|
)
|
|
|
|
|
(0.04
|
)
|
|
(2.5
|
)
|
|
|
|
|
(0.03
|
)
|
|
(3.1
|
)
|
|
|
|
(0.03
|
)
|
|||||||
Less beneficial share of gain on dispositions, net of tax
|
|
(2.1
|
)
|
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
|
|
(0.00
|
)
|
|||||||
Less impact of share-based compensation
|
|
(0.1
|
)
|
|
|
|
|
(0.00
|
)
|
|
(0.3
|
)
|
|
|
|
|
(0.00
|
)
|
|
(0.4
|
)
|
|
|
|
(0.00
|
)
|
|||||||
Funds from Operations attributable to partnership unitholders and participating securities of TRG
|
|
$
|
304.1
|
|
|
86,876,914
|
|
|
$
|
3.50
|
|
|
$
|
340.2
|
|
|
86,756,471
|
|
|
$
|
3.92
|
|
|
$
|
291.9
|
|
|
88,105,705
|
|
|
$
|
3.31
|
|
TCO's average ownership percentage of TRG - basic
|
|
70.8
|
%
|
|
|
|
|
|
70.7
|
%
|
|
|
|
|
|
|
|
71.0
|
%
|
|
|
|
|
||||||||||
Funds from Operations attributable to TCO's common shareowners, excluding additional income tax benefit (expense)
|
|
$
|
215.5
|
|
|
|
|
$
|
3.50
|
|
|
$
|
240.4
|
|
|
|
|
|
$
|
3.92
|
|
|
$
|
207.2
|
|
|
|
|
$
|
3.31
|
|
||
Add (less) TCO's additional income tax benefit (expense)
|
|
0.3
|
|
|
|
|
|
0.00
|
|
|
(0.4
|
)
|
|
|
|
|
(0.01
|
)
|
|
(0.1
|
)
|
|
|
|
(0.00
|
)
|
|||||||
Funds from Operations attributable to TCO's common shareowners
|
|
$
|
215.8
|
|
|
|
|
$
|
3.51
|
|
|
$
|
240.0
|
|
|
|
|
|
$
|
3.91
|
|
|
$
|
207.1
|
|
|
|
|
$
|
3.31
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funds from Operations attributable to partnership unitholders and participating securities of TRG
|
|
$
|
304.1
|
|
|
86,876,914
|
|
|
$
|
3.50
|
|
|
$
|
340.2
|
|
|
86,756,471
|
|
|
$
|
3.91
|
|
|
$
|
291.9
|
|
|
88,105,705
|
|
|
$
|
3.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Restructuring charge
|
|
13.8
|
|
|
|
|
0.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Costs associated with shareowner activism
|
|
14.5
|
|
|
|
|
0.17
|
|
|
3.0
|
|
|
|
|
0.03
|
|
|
|
|
|
|
|
|||||||||||
Partial write-off of deferred financing costs
|
|
0.4
|
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gains on SPG common share conversions
|
|
(11.6
|
)
|
|
|
|
(0.13
|
)
|
|
(11.1
|
)
|
|
|
|
(0.13
|
)
|
|
|
|
|
|
|
|||||||||||
Crystals lump sum payment for termination of leasing agreement
|
|
|
|
|
|
|
|
(21.7
|
)
|
|
|
|
(0.25
|
)
|
|
|
|
|
|
|
|||||||||||||
Beneficial interest in UJV impairment charge - Miami Worldcenter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.8
|
|
|
|
|
0.13
|
|
|||||||||||||
Reversal of executive share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.0
|
)
|
|
|
|
(0.02
|
)
|
|||||||||||||
Adjusted Funds from Operations attributable to partnership unitholders and participating securities of TRG
|
|
$
|
321.3
|
|
|
86,876,914
|
|
|
$
|
3.70
|
|
|
$
|
310.4
|
|
|
86,756,471
|
|
|
$
|
3.58
|
|
|
$
|
301.6
|
|
|
88,105,705
|
|
|
$
|
3.42
|
|
TCO's average ownership percentage of TRG - basic
|
|
70.8
|
%
|
|
|
|
|
|
70.7
|
%
|
|
|
|
|
|
|
|
71.0
|
%
|
|
|
|
|
||||||||||
Adjusted Funds from Operations attributable to TCO's common shareowners, excluding additional income tax benefit (expense)
|
|
$
|
227.6
|
|
|
|
|
$
|
3.70
|
|
|
$
|
219.4
|
|
|
|
|
|
$
|
3.58
|
|
|
$
|
214.1
|
|
|
|
|
$
|
3.42
|
|
||
Add (less) TCO's additional income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
0.00
|
|
|
(0.1
|
)
|
|
|
|
(0.00
|
)
|
||||||||
Adjusted Funds from Operations attributable to TCO's common shareowners
|
|
$
|
227.6
|
|
|
|
|
$
|
3.70
|
|
|
$
|
219.4
|
|
|
|
|
|
$
|
3.58
|
|
|
$
|
214.0
|
|
|
|
|
$
|
3.42
|
|
(1)
|
Depreciation includes $14.2 million, $14.2 million, and $12.9 million of mall tenant allowance amortization for the
2017
,
2016
, and
2015
, respectively.
|
(2)
|
Amounts in this table may not recalculate due to rounding.
|
|
|
2017
|
|
2016
|
|
2015
|
|
||||||
|
|
(in millions)
|
|||||||||||
Net income
|
|
$
|
112.8
|
|
|
$
|
188.2
|
|
|
$
|
192.6
|
|
|
|
|
|
|
|
|
|
|
||||||
Add (less) depreciation and amortization:
|
|
|
|
|
|
|
|
||||||
Consolidated businesses at 100%
|
|
167.8
|
|
|
138.1
|
|
|
106.4
|
|
|
|||
Noncontrolling partners in consolidated joint ventures
|
|
(7.5
|
)
|
|
(5.8
|
)
|
|
(3.7
|
)
|
|
|||
Share of Unconsolidated Joint Ventures
|
|
66.9
|
|
|
53.0
|
|
|
34.4
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Add (less) interest expense and income tax expense (benefit):
|
|
|
|
|
|
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
||||||
Consolidated businesses at 100%
|
|
108.6
|
|
|
86.3
|
|
|
63.0
|
|
|
|||
Noncontrolling partners in consolidated joint ventures
|
|
(11.9
|
)
|
|
(10.3
|
)
|
|
(7.0
|
)
|
|
|||
Share of Unconsolidated Joint Ventures
|
|
67.3
|
|
|
54.7
|
|
|
45.6
|
|
|
|||
Share of income tax expense (benefit):
|
|
|
|
|
|
|
|
||||||
Consolidated businesses at 100%
|
|
0.1
|
|
|
1.7
|
|
|
2.2
|
|
|
|||
Noncontrolling partners in consolidated joint ventures
|
|
(0.1
|
)
|
|
—
|
|
|
|
|
||||
Share of Unconsolidated Joint Ventures
|
|
2.8
|
|
|
0.6
|
|
|
|
|
||||
Share of income tax on disposition
|
|
0.7
|
|
|
|
|
|
|
|||||
Income tax expense - SPG common share conversion
|
|
|
|
|
0.5
|
|
|
|
|
||||
Reduction of income tax expense on dispositions of International Plaza, Arizona Mills, and Oyster Bay
|
|
|
|
|
|
|
(0.4
|
)
|
|
||||
|
|
|
|
|
|
|
|
||||||
Less noncontrolling share of income of consolidated joint ventures
|
|
(6.8
|
)
|
|
(8.1
|
)
|
|
(11.2
|
)
|
|
|||
|
|
|
|
|
|
|
|
||||||
Add EBITDA attributable to outside partners:
|
|
|
|
|
|
|
|
||||||
EBITDA attributable to noncontrolling partners in consolidated joint ventures
|
|
26.3
|
|
|
24.3
|
|
|
21.9
|
|
|
|||
EBITDA attributable to outside partners in Unconsolidated Joint Ventures
|
|
184.5
|
|
|
140.2
|
|
|
116.0
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Add beneficial interest in UJV impairment charge - Miami Worldcenter
|
|
|
|
|
|
|
11.8
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
EBITDA at 100%
|
|
$
|
711.6
|
|
|
$
|
663.3
|
|
|
$
|
571.5
|
|
|
|
|
|
|
|
|
|
|
||||||
Add (less) items excluded from shopping center Net Operating Income:
|
|
|
|
|
|
|
|
||||||
General and administrative expenses
|
|
39.0
|
|
|
48.1
|
|
|
45.7
|
|
|
|||
Management, leasing, and development services, net
|
|
(2.2
|
)
|
|
(24.0
|
)
|
(1)
|
(7.3
|
)
|
|
|||
Restructuring charge
|
|
13.8
|
|
|
|
|
|
|
|||||
Costs associated with shareowner activism
|
|
14.5
|
|
|
3.0
|
|
|
|
|
||||
Straight-line of rents
|
|
(7.7
|
)
|
|
(7.6
|
)
|
|
(5.2
|
)
|
|
|||
Insurance recoveries - The Mall of San Juan
|
|
(1.1
|
)
|
|
|
|
|
|
|||||
Gain on disposition
|
|
(4.4
|
)
|
|
|
|
|
|
|||||
Gains on SPG common share conversions
|
|
(11.6
|
)
|
|
(11.1
|
)
|
|
|
|
||||
Gains on sales of peripheral land
|
|
(2.6
|
)
|
|
(1.8
|
)
|
|
|
|
||||
Dividend income
|
|
(4.2
|
)
|
|
(3.8
|
)
|
|
(3.6
|
)
|
|
|||
Interest income
|
|
(7.3
|
)
|
|
(6.5
|
)
|
|
(2.0
|
)
|
|
|||
Other nonoperating expense (income)
|
|
—
|
|
|
(0.4
|
)
|
|
0.3
|
|
|
|||
Unallocated operating expenses and other
|
|
39.3
|
|
|
44.6
|
|
|
36.7
|
|
|
|||
Net Operating Income at 100% - total portfolio
|
|
$
|
777.0
|
|
|
$
|
703.7
|
|
|
$
|
636.1
|
|
|
Less - Net Operating Income of non-comparable centers
|
|
(153.0
|
)
|
(2)
|
(90.2
|
)
|
(3)
|
(42.9
|
)
|
(4)
|
|||
Net Operating Income at 100% - comparable centers
|
|
$
|
624.0
|
|
|
$
|
613.5
|
|
|
$
|
593.3
|
|
|
Lease cancellation income
|
|
(12.7
|
)
|
|
(6.2
|
)
|
|
(8.9
|
)
|
|
|||
Net Operating Income at 100% - comparable centers excluding lease cancellation income
(5)
|
|
$
|
611.3
|
|
|
$
|
607.3
|
|
|
$
|
584.4
|
|
|
(1)
|
Amount includes the lump sum payment of $21.7 million received in May 2016 for the termination of our third party leasing agreement for Crystals due to a change in ownership of the center.
|
(2)
|
Includes Beverly Center, CityOn.Xi'an, CityOn.Zhengzhou, Country Club Plaza, International Market Place, The Mall of San Juan, and Starfield Hanam.
|
(3)
|
Includes Beverly Center, CityOn.Xi'an, Country Club Plaza, International Market Place, The Mall of San Juan, Starfield Hanam, and certain post-closing adjustments relating to the centers sold to Starwood.
|
(4)
|
Includes Beverly Center and The Mall of San Juan.
|
(5)
|
See "Non-GAAP Measures - Use of Non-GAAP Measures" above for a discussion of the use and utility of Net Operating Income excluding lease cancellation income as a performance measure.
|
(6)
|
Amounts in this table may not add due to rounding.
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights
|
|
Number of Securities Remaining Available for Future Issuances Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
||
|
(a)
|
|
(b)
|
|
(c)
|
|
||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||
The Taubman Company 2008 Omnibus Long-Term Incentive Plan:
(1)
|
|
|
|
|
2,381,019
|
|
(1)
|
|
Profits Units
(2)
|
322,468
|
|
|
|
|
|
|
|
Performance Share Units
(3)
|
133,962
|
|
|
|
(4)
|
|
|
|
Restricted Share Units
|
202,663
|
|
|
|
(4)
|
|
|
|
|
659,093
|
|
|
|
|
2,381,019
|
|
|
Equity compensation plan not approved by security holders -
|
|
|
|
|
|
|
||
Non-Employee Directors’ Deferred Compensation Plan
(5)
|
144,420
|
|
|
|
(6)
|
|
(7)
|
|
|
803,513
|
|
|
|
|
2,381,019
|
|
|
(1)
|
Under The Taubman Company 2008 Omnibus Long-Term Incentive Plan (as amended), directors, officers, employees, and other service providers of the Company may receive restricted shares, restricted units of limited partnership in TRG (TRG Units), options to purchase common shares or TRG Units, share appreciation rights, performance share units, unrestricted shares or TRG Units, and other awards to acquire up to an aggregate of 8,500,000 shares of common stock or TRG Units. No further awards will be made under the 1992 Incentive Option Plan.
|
(2)
|
The maximum number of performance-based Profits Units was issued at grant, eventually subject to a recovery and cancellation of previously granted amounts depending on actual performance against targeted measures of total shareholder return relative to that of a peer group and net operating income thresholds over a three-year period. See "Note 13 - Share-Based Compensation and Other Employee Plans - TRG Profits Units" to our consolidated financial statements for further discussion of these awards.
|
(3)
|
Amount represents
44,654
performance share units at their maximum payout ratio of 300%. This amount may overstate dilution to the extent actual performance is different than such assumption. The actual number of performance share units that may ultimately vest will range from 0- 300% based on actual performance against targeted measures of total shareholder return relative to that of a peer group and net operating income thresholds over a three-year period.
|
(4)
|
Excludes restricted stock units and performance share units issued under the Omnibus Plan because they are converted into common stock on a one-for-one basis at no additional cost.
|
(5)
|
The Deferred Compensation Plan, which was approved by the Board of Directors in May 2005, gives each non-employee director of the Company the right to defer the receipt of all or a portion of his or her annual director retainer fee until the termination of such director's service on the Board of Directors and for such deferred amount to be denominated in restricted stock units. The number of restricted stock units received equals the amount of the deferred retainer fee divided by the fair market value of the common stock on the business day immediately before the date the director would otherwise have been entitled to receive the retainer fee. The restricted stock units represent the right to receive equivalent shares of common stock at the end of the deferral period. During the deferral period, when the Company pays cash dividends on the common stock, the directors' notional deferral accounts are credited with dividend equivalents on their deferred restricted stock units, payable in additional restricted stock units based on the fair market value of the common stock on the business day immediately before the record date of the applicable dividend payment. Each Director's notional account is 100% vested at all times.
|
(6)
|
The restricted stock units are excluded because they are converted into common stock on a one-for-one basis at no additional cost.
|
(7)
|
The number of securities available for future issuance is unlimited and will reflect whether non-employee directors elect to defer all or a portion of their annual retainers.
|
15(a)(1)
|
The following financial statements of Taubman Centers, Inc. and the Reports of Independent Registered Public Accounting Firm thereon are filed with this report:
|
|
|
|
|
|
TAUBMAN CENTERS, INC.
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
15(a)(2)
|
The following is a list of the financial statement schedules required by Item 15(d):
|
|
|
|
|
|
TAUBMAN CENTERS, INC.
|
|
|
||
|
||
|
|
|
15(a)(3)
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
3.1
|
|
|
8-K
|
|
|
|
3.1
|
|
March 15, 2013
|
|
|
|
3.2
|
|
|
10-Q
|
|
September 30, 2017
|
|
3.1
|
|
|
|
|
|
3.3
|
|
|
8-K
|
|
|
|
3.1
|
|
November 9, 2017
|
|
|
|
4.1
|
|
|
8-K
|
|
|
|
4.1
|
|
September 17, 2015
|
|
|
|
4.2
|
|
|
8-K
|
|
|
|
4.2
|
|
September 17, 2015
|
|
|
|
4.3
|
|
|
8-K
|
|
|
|
4.3
|
|
September 17, 2015
|
|
|
|
4.4
|
|
|
8-K
|
|
|
|
4.4
|
|
September 17, 2015
|
|
|
|
4.5
|
|
|
8-K
|
|
|
|
4.5
|
|
September 17, 2015
|
|
|
|
4.6
|
|
|
8.K
|
|
|
|
4.6
|
|
September 17, 2015
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
4.7
|
|
|
8-K
|
|
|
|
4.1
|
|
March 1, 2013
|
|
|
|
4.7.1
|
|
|
8-K
|
|
|
|
4.3
|
|
November 13, 2013
|
|
|
|
4.7.2
|
|
|
8-K
|
|
|
|
4.1
|
|
November 25, 2014
|
|
|
|
4.7.3
|
|
|
8-K
|
|
|
|
4.1
|
|
February 7, 2017
|
|
|
|
4.8
|
|
|
8-K
|
|
|
|
4.2
|
|
March 1, 2013
|
|
|
|
4.8.1
|
|
|
8-K
|
|
|
|
4.1
|
|
October 20, 2014
|
|
|
|
4.8.2
|
|
|
8-K
|
|
|
|
4.2
|
|
February 7, 2017
|
|
|
|
4.9
|
|
|
8-K
|
|
|
|
4.1
|
|
November 13, 2013
|
|
|
|
4.9.1
|
|
|
8-K
|
|
|
|
4.2
|
|
November 25, 2014
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
4.9.2
|
|
|
8-K
|
|
|
|
4.3
|
|
February 7, 2017
|
|
|
|
4.10
|
|
|
8-K
|
|
|
|
4.2
|
|
November 13, 2013
|
|
|
|
4.10.1
|
|
|
8-K
|
|
|
|
4.2
|
|
October 20, 2014
|
|
|
|
4.10.2
|
|
|
8-K
|
|
|
|
4.4
|
|
February 7, 2017
|
|
|
|
4.11
|
|
|
8-K
|
|
|
|
4.3
|
|
November 9, 2011
|
|
|
|
4.12
|
|
|
8-A12B
|
|
|
|
4.1
|
|
August 13, 2012
|
|
|
|
4.13
|
|
|
8-A12B
|
|
|
|
4.1
|
|
March 14, 2013
|
|
|
|
4.14
|
|
|
8-K
|
|
|
|
4.1
|
|
May 10, 2016
|
|
|
|
4.15
|
|
|
8-K
|
|
|
|
4.2
|
|
May 10, 2016
|
|
|
|
4.16
|
|
|
8-K
|
|
|
|
4.3
|
|
May 10, 2016
|
|
|
|
4.17
|
|
|
8-K
|
|
|
|
4.4
|
|
May 10, 2016
|
|
|
|
4.18
|
|
|
8-K
|
|
|
|
4.5
|
|
May 10, 2016
|
|
|
|
10.2
|
|
Master Services Agreement between The Taubman Realty Group Limited Partnership and the Manager.
|
|
10-K
|
|
December 31, 1992
|
|
10(f)
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
10.2.1
|
|
|
10-K
|
|
December 31, 2008
|
|
10(au)
|
|
|
|
|
|
10.2.2
|
|
|
10-K
|
|
December 31, 2008
|
|
10(an)
|
|
|
|
|
|
10.3
|
|
|
10-Q
|
|
June 30, 2000
|
|
10(a)
|
|
|
|
|
|
*10.4
|
|
Supplemental Retirement Savings Plan.
|
|
10-K
|
|
December 31, 1994
|
|
10(i)
|
|
|
|
|
*10.4.1
|
|
|
10-K
|
|
December 31, 2008
|
|
10(aq)
|
|
|
|
|
|
*10.5.1
|
|
|
10-K
|
|
December 31, 2008
|
|
10(p)
|
|
|
|
|
|
*10.5.2
|
|
|
10-K
|
|
December 31, 2008
|
|
10(ar)
|
|
|
|
|
|
*10.5.3
|
|
|
8-K
|
|
|
|
10.1
|
|
May 8, 2014
|
|
|
|
10.6
|
|
|
10-Q
|
|
June 30, 2000
|
|
10(b)
|
|
|
|
|
|
10.7
|
|
|
S-3
|
|
|
|
10.3
|
|
December 27, 2012
|
|
|
|
10.7.1
|
|
|
8-K
|
|
|
|
10.2
|
|
June 7, 2016
|
|
|
|
*10.8
|
|
|
10-K
|
|
December 31, 2016
|
|
10.8
|
|
|
|
|
|
*10.8.1
|
|
|
10-Q
|
|
March 31, 2011
|
|
10(b)
|
|
|
|
|
|
10.9
|
|
|
10-K
|
|
December 31, 2006
|
|
10(ab)
|
|
|
|
|
|
10.9.1
|
|
|
10-Q
|
|
March 31, 2013
|
|
10
|
|
|
|
|
|
10.10
|
|
|
10-Q/A
|
|
June 30, 2002
|
|
10(a)
|
|
|
|
|
|
10.10.1
|
|
|
10-K
|
|
December 31, 2012
|
|
10.11.1
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
*10.11
|
|
|
10-K
|
|
December 31, 2016
|
|
10.11.1
|
|
|
|
|
|
*10.12
|
|
|
8-K
|
|
|
|
10.4
|
|
May 18, 2005
|
|
|
|
*10.12.1
|
|
|
8-K
|
|
|
|
10.5
|
|
May 18, 2005
|
|
|
|
*10.12.2
|
|
|
10-Q
|
|
June 30, 2008
|
|
10(c)
|
|
|
|
|
|
*10.12.3
|
|
|
10-K
|
|
December 31, 2008
|
|
10(ap)
|
|
|
|
|
|
*10.13
|
|
|
8-K
|
|
|
|
10.1
|
|
May 5, 2014
|
|
|
|
*10.13.1
|
|
|
8-K
|
|
|
|
10.1
|
|
April 29, 2016
|
|
|
|
*10.14
|
|
|
DEF 14
|
|
|
|
A
|
|
March 31, 2010
|
|
|
|
*10.14.1
|
|
|
8-K
|
|
|
|
10(a)
|
|
March 10, 2009
|
|
|
|
*10.14.2
|
|
|
8-K
|
|
|
|
10(b)
|
|
March 10, 2009
|
|
|
|
*10.14.3
|
|
|
8-K
|
|
|
|
10(c)
|
|
March 10, 2009
|
|
|
|
*10.14.4
|
|
|
10-Q
|
|
March 31, 2012
|
|
10
|
|
|
|
|
|
*10.14.5
|
|
|
10-K
|
|
December 31, 2014
|
|
10.15.5
|
|
|
|
|
|
*10.14.6
|
|
|
10-K
|
|
December 31, 2014
|
|
10.15.6
|
|
|
|
|
|
*10.14.7
|
|
|
10-Q
|
|
March 31, 2017
|
|
10.4
|
|
|
|
|
|
*10.14.8
|
|
|
8-K
|
|
|
|
10.1
|
|
June 7, 2016
|
|
|
|
*10.14.9
|
|
|
8-K
|
|
|
|
10.3
|
|
June 7, 2016
|
|
|
|
*10.14.10
|
|
|
8-K
|
|
|
|
10.4
|
|
June 7, 2016
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
*10.15
|
|
|
10-Q
|
|
March 31, 2017
|
|
10.1
|
|
|
|
|
|
*10.15.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
*10.16
|
|
|
10-Q
|
|
March 31, 2017
|
|
10.2
|
|
|
|
|
|
*10.17
|
|
|
10-Q
|
|
March 31, 2017
|
|
10.3
|
|
|
|
|
|
*10.18
|
|
|
|
10-Q
|
|
June 30, 2017
|
|
10.1
|
|
|
|
|
*10.19
|
|
|
8-K
|
|
|
|
10.1
|
|
December 13, 2017
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
X
|
|
21
|
|
|
|
|
|
|
|
|
|
|
X
|
|
23
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1
|
|
|
|
|
|
|
|
|
|
|
***
|
|
32.2
|
|
|
|
|
|
|
|
|
|
|
***
|
|
99
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
*
|
|
A management contract or compensatory plan or arrangement required to be filed.
|
||||||||||
**
|
|
Certain exhibits and schedules to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibits or schedules will be furnished to the Securities and Exchange Commission upon request.
|
||||||||||
***
|
|
Documents are furnished, not filed.
|
|
December 31 2017
|
|
2016
|
||||
Assets:
|
|
|
|
||||
Properties (Notes 4 and 8)
|
$
|
4,461,045
|
|
|
$
|
4,173,954
|
|
Accumulated depreciation and amortization
|
(1,276,916
|
)
|
|
(1,147,390
|
)
|
||
|
$
|
3,184,129
|
|
|
$
|
3,026,564
|
|
Investment in Unconsolidated Joint Ventures (Note 5)
|
605,629
|
|
|
604,808
|
|
||
Cash and cash equivalents
|
42,499
|
|
|
40,603
|
|
||
Restricted cash (Note 1)
|
2,742
|
|
|
932
|
|
||
Accounts and notes receivable, less allowance for doubtful accounts of $10,237 and $4,311 in 2017 and 2016 (Note 6)
|
78,566
|
|
|
60,174
|
|
||
Accounts receivable from related parties (Note 12)
|
1,365
|
|
|
2,103
|
|
||
Deferred charges and other assets (Note 7)
|
299,662
|
|
|
275,728
|
|
||
Total Assets
|
$
|
4,214,592
|
|
|
$
|
4,010,912
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||
Notes payable, net (Note 8)
|
$
|
3,555,228
|
|
|
$
|
3,255,512
|
|
Accounts payable and accrued liabilities
|
307,041
|
|
|
336,536
|
|
||
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures (Note 5)
|
494,851
|
|
|
480,863
|
|
||
|
$
|
4,357,120
|
|
|
$
|
4,072,911
|
|
Commitments and contingencies (Notes 8, 9, 10, 11, 13, and 15)
|
|
|
|
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests (Note 9)
|
$
|
7,500
|
|
|
$
|
8,704
|
|
|
|
|
|
||||
Equity (Deficit):
|
|
|
|
|
|
||
Taubman Centers, Inc. Shareowners’ Equity (Note 14):
|
|
|
|
|
|
||
Series B Non-Participating Convertible Preferred Stock, $0.001 par and liquidation value, 40,000,000 shares authorized, 24,938,114 and 25,029,059 shares issued and outstanding at December 31, 2017 and 2016
|
$
|
25
|
|
|
$
|
25
|
|
Series J Cumulative Redeemable Preferred Stock, 7,700,000 shares authorized, no par, $192.5 million liquidation preference, 7,700,000 shares issued and outstanding at both December 31, 2017 and 2016
|
|
|
|
||||
Series K Cumulative Redeemable Preferred Stock, 6,800,000 shares authorized, no par, $170.0 million liquidation preference, 6,800,000 shares issued and outstanding at both December 31, 2017 and 2016
|
|
|
|
||||
Common Stock, $0.01 par value, 250,000,000 shares authorized, 60,832,918 and 60,430,613 shares issued and outstanding at December 31, 2017 and 2016
|
608
|
|
|
604
|
|
||
Additional paid-in capital
|
675,333
|
|
|
657,281
|
|
||
Accumulated other comprehensive income (loss) (Note 19)
|
(6,919
|
)
|
|
(35,916
|
)
|
||
Dividends in excess of net income
|
(646,807
|
)
|
|
(549,914
|
)
|
||
|
$
|
22,240
|
|
|
$
|
72,080
|
|
Noncontrolling interests (Note 9)
|
(172,268
|
)
|
|
(142,783
|
)
|
||
|
$
|
(150,028
|
)
|
|
$
|
(70,703
|
)
|
Total Liabilities and Equity
|
$
|
4,214,592
|
|
|
$
|
4,010,912
|
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Minimum rents
|
$
|
345,557
|
|
|
$
|
333,325
|
|
|
$
|
310,831
|
|
Overage rents
|
16,923
|
|
|
20,020
|
|
|
20,233
|
|
|||
Expense recoveries
|
211,625
|
|
|
202,467
|
|
|
188,023
|
|
|||
Management, leasing, and development services (Note 2)
|
4,383
|
|
|
28,059
|
|
|
13,177
|
|
|||
Other
|
50,677
|
|
|
28,686
|
|
|
24,908
|
|
|||
|
$
|
629,165
|
|
|
$
|
612,557
|
|
|
$
|
557,172
|
|
Expenses:
|
|
|
|
|
|
|
|||||
Maintenance, taxes, utilities, and promotion
|
$
|
167,091
|
|
|
$
|
156,506
|
|
|
$
|
145,118
|
|
Other operating
|
94,513
|
|
|
78,794
|
|
|
58,131
|
|
|||
Management, leasing, and development services
|
2,157
|
|
|
4,042
|
|
|
5,914
|
|
|||
General and administrative (Note 13)
|
39,018
|
|
|
48,056
|
|
|
45,727
|
|
|||
Restructuring charge (Note 1)
|
13,848
|
|
|
|
|
|
|
|
|||
Costs associated with shareowner activism (Note 1)
|
14,500
|
|
|
3,000
|
|
|
|
|
|||
Interest expense
|
108,572
|
|
|
86,285
|
|
|
63,041
|
|
|||
Depreciation and amortization
|
167,806
|
|
|
138,139
|
|
|
106,355
|
|
|||
|
$
|
607,505
|
|
|
$
|
514,822
|
|
|
$
|
424,286
|
|
Nonoperating income, net (Notes 7, 10, and 15)
|
23,828
|
|
|
22,927
|
|
|
5,256
|
|
|||
Income before income tax expense, equity in income of Unconsolidated Joint Ventures, and gain on dispositions, net of tax
|
$
|
45,488
|
|
|
$
|
120,662
|
|
|
$
|
138,142
|
|
Income tax expense (Note 3)
|
(105
|
)
|
|
(2,212
|
)
|
|
(2,248
|
)
|
|||
Equity in income of Unconsolidated Joint Ventures (Note 5)
|
67,374
|
|
|
69,701
|
|
|
56,226
|
|
|||
Income before gain on dispositions, net of tax
|
$
|
112,757
|
|
|
$
|
188,151
|
|
|
$
|
192,120
|
|
Gain on dispositions, net of tax (Note 3)
|
|
|
|
|
|
|
437
|
|
|||
Net income
|
$
|
112,757
|
|
|
$
|
188,151
|
|
|
$
|
192,557
|
|
Net income attributable to noncontrolling interests (Note 9)
|
(32,052
|
)
|
|
(55,538
|
)
|
|
(58,430
|
)
|
|||
Net income attributable to Taubman Centers, Inc.
|
$
|
80,705
|
|
|
$
|
132,613
|
|
|
$
|
134,127
|
|
Distributions to participating securities of TRG (Note 13)
|
(2,300
|
)
|
|
(2,117
|
)
|
|
(1,969
|
)
|
|||
Preferred stock dividends (Note 14)
|
(23,138
|
)
|
|
(23,138
|
)
|
|
(23,138
|
)
|
|||
Net income attributable to Taubman Centers, Inc. common shareowners
|
$
|
55,267
|
|
|
$
|
107,358
|
|
|
$
|
109,020
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
112,757
|
|
|
$
|
188,151
|
|
|
$
|
192,557
|
|
Other comprehensive income (Note 19):
|
|
|
|
|
|
|
|||||
Unrealized loss on interest rate instruments and other
|
(471
|
)
|
|
(3,880
|
)
|
|
(13,668
|
)
|
|||
Fair value adjustment for marketable equity securities
|
528
|
|
|
(428
|
)
|
|
|
|
|||
Cumulative translation adjustment
|
33,303
|
|
|
(17,339
|
)
|
|
(15,279
|
)
|
|||
Reclassification adjustment for amounts recognized in net income
|
7,564
|
|
|
9,339
|
|
|
12,021
|
|
|||
|
$
|
40,924
|
|
|
$
|
(12,308
|
)
|
|
$
|
(16,926
|
)
|
Comprehensive income
|
$
|
153,681
|
|
|
$
|
175,843
|
|
|
$
|
175,631
|
|
Comprehensive income attributable to noncontrolling interests
|
(43,956
|
)
|
|
(51,927
|
)
|
|
(53,458
|
)
|
|||
Comprehensive income attributable to Taubman Centers, Inc.
|
$
|
109,725
|
|
|
$
|
123,916
|
|
|
$
|
122,173
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share (Note 16)
|
$
|
0.91
|
|
|
$
|
1.78
|
|
|
$
|
1.78
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share (Note 16)
|
$
|
0.91
|
|
|
$
|
1.77
|
|
|
$
|
1.76
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – basic
|
60,675,129
|
|
|
60,363,416
|
|
|
61,389,113
|
|
|
Taubman Centers, Inc. Shareowners’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Dividends in Excess of Net Income
|
|
Non-Redeemable Noncontrolling Interests
|
|
Total Equity (Deficit)
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance, January 1, 2015
|
39,617,000
|
|
|
$
|
25
|
|
|
63,324,409
|
|
|
$
|
633
|
|
|
$
|
815,961
|
|
|
$
|
(15,068
|
)
|
|
$
|
(483,188
|
)
|
|
$
|
101,580
|
|
|
$
|
419,943
|
|
Issuance of stock pursuant to Continuing Offer (Notes 13, 14, and 15)
|
(72,061
|
)
|
|
|
|
73,295
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Repurchase of common stock (Note 14)
|
|
|
|
|
(3,460,796
|
)
|
|
(35
|
)
|
|
(252,598
|
)
|
|
|
|
|
|
|
|
(252,633
|
)
|
||||||||||||
Share-based compensation under employee and director benefit plans (Note 13)
|
|
|
|
|
|
296,653
|
|
|
3
|
|
|
19,249
|
|
|
|
|
|
|
|
|
|
|
|
19,252
|
|
||||||||
Adjustments of noncontrolling interests (Notes 9 and 18)
|
|
|
|
|
|
|
|
|
|
69,521
|
|
|
(198
|
)
|
|
|
|
(78,619
|
)
|
|
(9,296
|
)
|
|||||||||||
Dividends and distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(163,087
|
)
|
|
(68,415
|
)
|
|
(231,502
|
)
|
|||||||
Other
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
(598
|
)
|
|
|
|
|
(584
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,127
|
|
|
58,430
|
|
|
192,557
|
|
|||||||
Other comprehensive income (Note 19):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unrealized loss on interest rate instruments and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,653
|
)
|
|
|
|
|
(4,015
|
)
|
|
(13,668
|
)
|
|||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
(10,790
|
)
|
|
|
|
(4,489
|
)
|
|
(15,279
|
)
|
|||||||||||||
Reclassification adjustment for amounts recognized in net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,489
|
|
|
|
|
|
3,532
|
|
|
12,021
|
|
|||||||
Balance, December 31, 2015
|
39,544,939
|
|
|
$
|
25
|
|
|
60,233,561
|
|
|
$
|
602
|
|
|
$
|
652,146
|
|
|
$
|
(27,220
|
)
|
|
$
|
(512,746
|
)
|
|
$
|
8,004
|
|
|
$
|
120,811
|
|
Issuance of stock pursuant to Continuing Offer (Notes 13, 14, and 15)
|
(15,880
|
)
|
|
|
|
15,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Share-based compensation under employee and director benefit plans (Note 13)
|
|
|
|
|
181,172
|
|
|
2
|
|
|
17,028
|
|
|
|
|
|
|
|
|
17,030
|
|
||||||||||||
Former Taubman Asia President redeemable equity adjustment (Note 9)
|
|
|
|
|
|
|
|
|
(13,854
|
)
|
|
|
|
|
|
|
|
(13,854
|
)
|
||||||||||||||
Adjustments of noncontrolling interests (Note 9)
|
|
|
|
|
|
|
|
|
1,959
|
|
|
1
|
|
|
|
|
(2,616
|
)
|
|
(656
|
)
|
||||||||||||
Dividends and distributions (excludes $7,150 of distributions attributable to redeemable noncontrolling interest) (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
(168,988
|
)
|
|
(200,754
|
)
|
|
(369,742
|
)
|
|||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
(793
|
)
|
|
|
|
|
(791
|
)
|
|||||||||||
Net income (excludes $656 of net loss attributable to redeemable noncontrolling interest) (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
132,613
|
|
|
56,194
|
|
|
188,807
|
|
|||||||||||||
Other comprehensive income (Note 19):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized loss on interest rate instruments and other
|
|
|
|
|
|
|
|
|
|
|
(2,742
|
)
|
|
|
|
(1,138
|
)
|
|
(3,880
|
)
|
|||||||||||||
Fair value adjustment for marketable equity securities
|
|
|
|
|
|
|
|
|
|
|
(302
|
)
|
|
|
|
(126
|
)
|
|
(428
|
)
|
|||||||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
(12,251
|
)
|
|
|
|
(5,088
|
)
|
|
(17,339
|
)
|
|||||||||||||
Reclassification adjustment for amounts recognized in net income
|
|
|
|
|
|
|
|
|
|
|
6,598
|
|
|
|
|
2,741
|
|
|
9,339
|
|
|||||||||||||
Balance, December 31, 2016
|
39,529,059
|
|
|
$
|
25
|
|
|
60,430,613
|
|
|
$
|
604
|
|
|
$
|
657,281
|
|
|
$
|
(35,916
|
)
|
|
$
|
(549,914
|
)
|
|
$
|
(142,783
|
)
|
|
$
|
(70,703
|
)
|
|
Taubman Centers, Inc. Shareowners’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Dividends in Excess of Net Income
|
|
Non-Redeemable Noncontrolling Interests
|
|
Total Equity (Deficit)
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance, December 31, 2016
|
39,529,059
|
|
|
$
|
25
|
|
|
60,430,613
|
|
|
$
|
604
|
|
|
$
|
657,281
|
|
|
$
|
(35,916
|
)
|
|
$
|
(549,914
|
)
|
|
$
|
(142,783
|
)
|
|
$
|
(70,703
|
)
|
Issuance of stock pursuant to Continuing Offer (Notes 13, 14, and 15)
|
(90,945
|
)
|
|
|
|
90,950
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Share-based compensation under employee and director benefit plans (Note 13)
|
|
|
|
|
311,355
|
|
|
3
|
|
|
18,046
|
|
|
|
|
|
|
|
|
18,049
|
|
||||||||||||
Former Taubman Asia President redeemable equity adjustment (Note 9)
|
|
|
|
|
|
|
|
|
1,204
|
|
|
|
|
|
|
|
|
1,204
|
|
||||||||||||||
Adjustments of noncontrolling interests (Note 9)
|
|
|
|
|
|
|
|
|
(1,197
|
)
|
|
(23
|
)
|
|
|
|
296
|
|
|
(924
|
)
|
||||||||||||
Dividends and distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(177,266
|
)
|
|
(74,661
|
)
|
|
(251,927
|
)
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(332
|
)
|
|
|
|
|
(332
|
)
|
||||||||||||
Net income (excludes $924 of net loss attributable to redeemable noncontrolling interest) (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
80,705
|
|
|
32,976
|
|
|
113,681
|
|
|||||||||||||
Other comprehensive income (Note 19):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized loss on interest rate instruments and other
|
|
|
|
|
|
|
|
|
|
|
(333
|
)
|
|
|
|
(138
|
)
|
|
(471
|
)
|
|||||||||||||
Fair value adjustment for marketable equity securities
|
|
|
|
|
|
|
|
|
|
|
374
|
|
|
|
|
154
|
|
|
528
|
|
|||||||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
23,615
|
|
|
|
|
9,688
|
|
|
33,303
|
|
|||||||||||||
Reclassification adjustment for amounts recognized in net income
|
|
|
|
|
|
|
|
|
|
|
5,364
|
|
|
|
|
2,200
|
|
|
7,564
|
|
|||||||||||||
Balance, December 31, 2017
|
39,438,114
|
|
|
$
|
25
|
|
|
60,832,918
|
|
|
$
|
608
|
|
|
$
|
675,333
|
|
|
$
|
(6,919
|
)
|
|
$
|
(646,807
|
)
|
|
$
|
(172,268
|
)
|
|
$
|
(150,028
|
)
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
112,757
|
|
|
$
|
188,151
|
|
|
$
|
192,557
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
167,806
|
|
|
138,139
|
|
|
106,355
|
|
|||
Provision for bad debts
|
11,025
|
|
|
4,047
|
|
|
1,994
|
|
|||
Gains on sales of peripheral land
|
(945
|
)
|
|
(1,827
|
)
|
|
|
||||
Gains on SPG common share conversions (Note 7)
|
(11,613
|
)
|
|
(11,069
|
)
|
|
|
||||
Other
|
17,285
|
|
|
18,925
|
|
|
15,799
|
|
|||
Increase (decrease) in cash attributable to changes in assets and liabilities:
|
|
|
|
|
|
|
|
||||
Receivables, restricted cash, deferred charges, and other assets
|
(24,096
|
)
|
|
(32,833
|
)
|
|
(15,636
|
)
|
|||
Accounts payable and other liabilities
|
7,634
|
|
|
1,490
|
|
|
6,616
|
|
|||
Net Cash Provided By Operating Activities
|
$
|
279,853
|
|
|
$
|
305,023
|
|
|
$
|
307,685
|
|
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
||||
Additions to properties
|
$
|
(353,322
|
)
|
|
$
|
(504,864
|
)
|
|
$
|
(440,678
|
)
|
Proceeds from sales of peripheral land
|
1,300
|
|
|
11,258
|
|
|
|
||||
Cash drawn from (provided to) escrow or deposits related to center construction projects (Note 7)
|
(9,606
|
)
|
|
(69,680
|
)
|
|
28,857
|
|
|||
Contributions to Unconsolidated Joint Ventures
|
(32,990
|
)
|
|
(79,976
|
)
|
|
(97,293
|
)
|
|||
Contribution for acquisition of Country Club Plaza (Note 2)
|
|
|
|
(314,245
|
)
|
|
|
||||
Distributions from Unconsolidated Joint Ventures in excess of income (Note 2)
|
70,847
|
|
|
234,913
|
|
|
5,755
|
|
|||
Other
|
86
|
|
|
81
|
|
|
(1,762
|
)
|
|||
Net Cash Used In Investing Activities
|
$
|
(323,685
|
)
|
|
$
|
(722,513
|
)
|
|
$
|
(505,121
|
)
|
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
||||
Proceeds from revolving lines of credit, net
|
$
|
269,955
|
|
|
$
|
234,700
|
|
|
|
|
|
Debt proceeds
|
336,749
|
|
|
758,991
|
|
|
$
|
1,198,640
|
|
||
Debt payments
|
(308,673
|
)
|
|
(367,527
|
)
|
|
(578,790
|
)
|
|||
Debt issuance costs
|
(6,665
|
)
|
|
(1,620
|
)
|
|
(12,743
|
)
|
|||
Repurchase of common stock (Note 14)
|
|
|
|
|
|
|
(252,633
|
)
|
|||
Issuance of common stock and/or TRG Units in connection with incentive plans
|
6,289
|
|
|
1,806
|
|
|
4,526
|
|
|||
Distributions to noncontrolling interests (Note 9)
|
(74,661
|
)
|
|
(207,904
|
)
|
|
(68,415
|
)
|
|||
Distributions to participating securities of TRG
|
(2,300
|
)
|
|
(2,117
|
)
|
|
(1,969
|
)
|
|||
Contributions from noncontrolling interests (Note 9)
|
|
|
|
2,000
|
|
|
|
||||
Cash dividends to preferred shareowners
|
(23,138
|
)
|
|
(23,138
|
)
|
|
(23,138
|
)
|
|||
Cash dividends to common shareowners
|
(151,828
|
)
|
|
(143,733
|
)
|
|
(137,830
|
)
|
|||
Net Cash Provided By Financing Activities
|
$
|
45,728
|
|
|
$
|
251,458
|
|
|
$
|
127,648
|
|
|
|
|
|
|
|
||||||
Net Increase (Decrease) In Cash and Cash Equivalents
|
$
|
1,896
|
|
|
$
|
(166,032
|
)
|
|
$
|
(69,788
|
)
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents at Beginning of Year
|
40,603
|
|
|
206,635
|
|
|
276,423
|
|
|||
|
|
|
|
|
|
||||||
Cash and Cash Equivalents at End of Year
|
$
|
42,499
|
|
|
$
|
40,603
|
|
|
$
|
206,635
|
|
Year
|
|
TRG Units outstanding at December 31
|
|
TRG Units owned by TCO at December 31
(1)
|
|
TRG Units owned by noncontrolling interests at December 31
|
|
TCO's % interest in TRG at December 31
|
|
TCO's average interest % in TRG
|
|||
2017
|
|
85,788,252
|
|
|
60,832,918
|
|
|
24,955,334
|
|
|
71%
|
|
71%
|
2016
|
|
85,476,892
|
|
|
60,430,613
|
|
|
25,046,279
|
|
|
71
|
|
71
|
2015
|
|
85,295,720
|
|
|
60,233,561
|
|
|
25,062,159
|
|
|
71
|
|
71
|
(1)
|
There is a
one-for-one
relationship between TRG Units owned by TCO and TCO common shares outstanding; amounts in this column are equal to TCO’s common shares outstanding as of the specified dates.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Federal current
|
$
|
(2,509
|
)
|
|
$
|
2,238
|
|
|
$
|
1,931
|
|
Federal deferred
|
1,632
|
|
(1)
|
(1,310
|
)
|
|
(34
|
)
|
|||
Foreign current
|
849
|
|
|
404
|
|
|
628
|
|
|||
Foreign deferred
|
158
|
|
|
293
|
|
|
(114
|
)
|
|||
State current
|
(208
|
)
|
|
782
|
|
|
(528
|
)
|
|||
State deferred
|
183
|
|
|
(195
|
)
|
|
(72
|
)
|
|||
Total income tax expense
|
$
|
105
|
|
|
$
|
2,212
|
|
|
$
|
1,811
|
|
Add income tax benefit allocated to Gain on Dispositions
(2)
|
|
|
|
|
437
|
|
|||||
Income tax expense as reported on the Consolidated Statement of Operations and Comprehensive Income
|
$
|
105
|
|
|
$
|
2,212
|
|
(3)
|
$
|
2,248
|
|
(1)
|
Reflects
$0.3 million
of expense related to the restatement of the net Federal deferred tax asset at
December 31, 2017
at the new
21%
Federal corporate income tax rate under the 2017 Tax Act.
|
(2)
|
Amount represents a reduction of the income taxes incurred as part of the Company's sale of interests in International Plaza in January 2014, which is classified within Gain on Dispositions, Net of Tax on the Consolidated Statement of Operations and Comprehensive Income.
|
(3)
|
Includes
$0.5 million
of income taxes recognized at the time of conversion of a portion of the Company's investment in partnership units in Simon Property Group Limited Partnership to common shares of Simon Property Group (Note 7).
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal
|
$
|
503
|
|
(1)
|
$
|
3,230
|
|
Foreign
|
1,788
|
|
|
1,673
|
|
||
State
|
545
|
|
|
935
|
|
||
Total deferred tax assets
|
$
|
2,836
|
|
|
$
|
5,838
|
|
Valuation allowances
|
(1,620
|
)
|
|
(1,812
|
)
|
||
Net deferred tax assets
|
$
|
1,216
|
|
|
$
|
4,026
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||
Federal
|
|
|
|
|
|
||
Foreign
|
$
|
1,517
|
|
|
1,124
|
|
|
State
|
|
|
|
|
|
||
Total deferred tax liabilities
|
$
|
1,517
|
|
|
$
|
1,124
|
|
(1)
|
Includes a
$0.3 million
reduction in the net Federal deferred tax asset due to the new
21%
Federal corporate income tax rate under the 2017 Tax Act.
|
Year
|
|
Dividends per common share declared
|
|
Return of capital
|
|
Ordinary income
|
|
Long term capital gain
|
|
Unrecaptured Sec. 1250 capital gain
|
||||||||||
2017
|
|
$
|
2.5000
|
|
|
$
|
0.4775
|
|
|
$
|
1.3927
|
|
|
$
|
0.4397
|
|
|
$
|
0.1901
|
|
2016
|
|
2.3800
|
|
|
—
|
|
|
1.8427
|
|
|
0.3929
|
|
|
0.1444
|
|
|||||
2015
|
|
2.2600
|
|
|
0.0972
|
|
|
2.1621
|
|
|
0.0004
|
|
|
0.0003
|
|
Year
|
|
Dividends per Series J Preferred share declared
|
|
Ordinary income
|
|
Long term capital gain
|
|
Unrecaptured Sec. 1250 capital gain
|
||||||||
2017
|
|
$
|
1.6250
|
|
|
$
|
1.0505
|
|
|
$
|
0.4011
|
|
|
$
|
0.1734
|
|
2016
|
|
1.6250
|
|
|
1.2581
|
|
|
0.2683
|
|
|
0.0986
|
|
||||
2015
|
|
1.6250
|
|
|
1.6245
|
|
|
0.0003
|
|
|
0.0002
|
|
Year
|
|
Dividends per Series K Preferred share declared
|
|
Ordinary income
|
|
Long term capital gain
|
|
Unrecaptured Sec. 1250 capital gain
|
||||||||
2017
|
|
$
|
1.5625
|
|
|
$
|
1.0101
|
|
|
$
|
0.3857
|
|
|
$
|
0.1667
|
|
2016
|
|
1.5625
|
|
|
1.2097
|
|
|
0.2580
|
|
|
0.0948
|
|
||||
2015
|
|
1.5625
|
|
|
1.5620
|
|
|
0.0003
|
|
|
0.0002
|
|
|
2017
|
|
2016
|
||||
Land
|
$
|
232,970
|
|
|
$
|
233,303
|
|
Buildings, improvements, and equipment
|
3,838,862
|
|
|
3,639,256
|
|
||
Construction in process and pre-development costs
|
389,213
|
|
|
301,395
|
|
||
|
$
|
4,461,045
|
|
|
$
|
4,173,954
|
|
Accumulated depreciation and amortization
|
(1,276,916
|
)
|
|
(1,147,390
|
)
|
||
|
$
|
3,184,129
|
|
|
$
|
3,026,564
|
|
Shopping Center
|
|
Ownership as of
December 31, 2017 and 2016
|
CityOn.Xi'an
|
|
50%
|
CityOn.Zhengzhou
|
|
49
|
Country Club Plaza
|
|
50
|
Fair Oaks
|
|
50
|
International Plaza
|
|
50.1
|
The Mall at Millenia
|
|
50
|
Stamford Town Center
|
|
50
|
Starfield Hanam
|
|
34.3
|
Sunvalley
|
|
50
|
The Mall at University Town Center
|
|
50
|
Waterside Shops
|
|
50
|
Westfarms
|
|
79
|
|
December 31 2017
|
|
December 31 2016
|
||||
Assets:
|
|
|
|
||||
Properties
|
$
|
3,756,890
|
|
|
$
|
3,371,216
|
|
Accumulated depreciation and amortization
|
(767,678
|
)
|
|
(661,611
|
)
|
||
|
$
|
2,989,212
|
|
|
$
|
2,709,605
|
|
Cash and cash equivalents
|
147,102
|
|
|
83,882
|
|
||
Accounts and notes receivable, less allowance for doubtful accounts of $4,706 and $1,965 in 2017 and 2016
|
121,173
|
|
|
87,612
|
|
||
Deferred charges and other assets
|
136,837
|
|
|
67,167
|
|
||
|
$
|
3,394,324
|
|
|
$
|
2,948,266
|
|
|
|
|
|
|
|||
Liabilities and accumulated deficiency in assets:
|
|
|
|
|
|
||
Notes payable, net
(1)
|
$
|
2,860,384
|
|
|
$
|
2,706,628
|
|
Accounts payable and other liabilities
|
471,948
|
|
|
359,814
|
|
||
TRG's accumulated deficiency in assets
|
(48,338
|
)
|
|
(166,226
|
)
|
||
Unconsolidated Joint Venture Partners' accumulated deficiency in assets
|
110,330
|
|
|
48,050
|
|
||
|
$
|
3,394,324
|
|
|
$
|
2,948,266
|
|
|
|
|
|
|
|||
TRG's accumulated deficiency in assets (above)
|
$
|
(48,338
|
)
|
|
$
|
(166,226
|
)
|
TRG's investment in and advances to CityOn.Zhengzhou
|
46,106
|
|
|
112,861
|
|
||
TRG basis adjustments, including elimination of intercompany profit
|
63,886
|
|
|
126,240
|
|
||
TCO's additional basis
|
49,124
|
|
|
51,070
|
|
||
Net Investment in Unconsolidated Joint Ventures
|
$
|
110,778
|
|
|
$
|
123,945
|
|
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures
|
494,851
|
|
|
480,863
|
|
||
Investment in Unconsolidated Joint Ventures
|
$
|
605,629
|
|
|
$
|
604,808
|
|
(1)
|
The Notes Payable, net amount excludes the construction financing outstanding for CityOn.Zhengzhou of
$70.5 million
(
$34.5 million
at TRG's share) as of
December 31, 2016
.
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
$
|
586,499
|
|
|
$
|
477,458
|
|
|
$
|
378,280
|
|
Maintenance, taxes, utilities, promotion, and other operating expenses
|
$
|
218,004
|
|
|
$
|
172,325
|
|
|
$
|
118,909
|
|
Interest expense
|
130,339
|
|
|
103,973
|
|
|
85,198
|
|
|||
Depreciation and amortization
|
127,625
|
|
|
95,051
|
|
|
55,318
|
|
|||
Total operating costs
|
$
|
475,968
|
|
|
$
|
371,349
|
|
|
$
|
259,425
|
|
Nonoperating income (expense)
|
2,894
|
|
|
317
|
|
|
(1
|
)
|
|||
Income tax expense
|
(5,226
|
)
|
|
(375
|
)
|
|
|
|
|||
Gain on disposition, net of tax
(1)
|
3,713
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
111,912
|
|
|
$
|
106,051
|
|
|
$
|
118,854
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to TRG
|
$
|
59,994
|
|
|
$
|
61,561
|
|
|
$
|
65,384
|
|
Realized intercompany profit, net of depreciation on TRG’s basis adjustments
|
9,326
|
|
|
10,086
|
|
|
4,542
|
|
|||
Depreciation of TCO's additional basis
|
(1,946
|
)
|
|
(1,946
|
)
|
|
(1,946
|
)
|
|||
Beneficial interest in UJV impairment charge - Miami Worldcenter
|
|
|
|
|
|
|
(11,754
|
)
|
|||
Equity in income of Unconsolidated Joint Ventures
|
$
|
67,374
|
|
|
$
|
69,701
|
|
|
$
|
56,226
|
|
|
|
|
|
|
|
||||||
Beneficial interest in Unconsolidated Joint Ventures’ operations:
|
|
|
|
|
|
|
|
|
|||
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses
|
$
|
202,332
|
|
|
$
|
178,009
|
|
|
$
|
147,905
|
|
Interest expense
|
(67,283
|
)
|
|
(54,674
|
)
|
|
(45,564
|
)
|
|||
Depreciation and amortization
|
(66,933
|
)
|
|
(53,012
|
)
|
|
(34,361
|
)
|
|||
Income tax expense
|
(2,825
|
)
|
|
(622
|
)
|
|
|
|
|||
Gain on disposition, net of tax
(1)
|
2,083
|
|
|
|
|
|
|
|
|||
Beneficial interest in UJV impairment charge - Miami Worldcenter
|
|
|
|
|
|
|
(11,754
|
)
|
|||
Equity in income of Unconsolidated Joint Ventures
|
$
|
67,374
|
|
|
$
|
69,701
|
|
|
$
|
56,226
|
|
|
2017
|
|
2016
|
||||
Trade
|
$
|
51,416
|
|
|
$
|
31,958
|
|
Notes
|
4,031
|
|
|
2,959
|
|
||
Straight-line rent and recoveries
|
33,356
|
|
|
29,568
|
|
||
|
$
|
88,803
|
|
|
$
|
64,485
|
|
Less: Allowance for doubtful accounts
|
(10,237
|
)
|
|
(4,311
|
)
|
||
|
$
|
78,566
|
|
|
$
|
60,174
|
|
|
2017
|
|
2016
|
||||
Leasing costs
|
$
|
39,252
|
|
|
$
|
35,939
|
|
Accumulated amortization
|
(9,223
|
)
|
|
(10,519
|
)
|
||
|
$
|
30,029
|
|
|
$
|
25,420
|
|
In-place leases, net
|
4,462
|
|
|
6,264
|
|
||
Investment in Simon Property Group Limited Partnership Units (Note 17)
|
|
|
|
44,792
|
|
||
Investment in Simon Property Group common shares (Note 17)
|
101,348
|
|
|
44,418
|
|
||
Revolving credit facilities' deferred financing costs, net
|
6,456
|
|
|
3,995
|
|
||
Insurance deposit (Note 17)
|
16,703
|
|
|
15,440
|
|
||
Deposits
|
122,878
|
|
|
116,809
|
|
||
Prepaid expenses
|
6,362
|
|
|
4,557
|
|
||
Deferred tax asset, net
|
1,216
|
|
|
4,026
|
|
||
Other, net
|
10,208
|
|
|
10,007
|
|
||
|
$
|
299,662
|
|
|
$
|
275,728
|
|
|
2017
|
|
2016
|
|
Stated Interest Rate as of 12/31/17
|
|
Maturity Date
|
|
Number of Extension Options
|
|
Facility Amount
|
|
||||||
Cherry Creek Shopping Center
|
$
|
550,000
|
|
|
$
|
550,000
|
|
|
3.85%
|
|
06/01/28
|
|
|
|
|
|
||
City Creek Center
|
78,703
|
|
(1)
|
80,269
|
|
(1)
|
4.37%
|
|
08/01/23
|
|
|
|
|
|
||||
Great Lakes Crossing Outlets
|
203,553
|
|
|
208,303
|
|
|
3.60%
|
|
01/06/23
|
|
|
|
|
|
|
|||
The Mall at Green Hills
|
150,000
|
|
|
150,000
|
|
|
LIBOR+1.60%
|
|
12/01/18
|
|
Two, one-year options
|
(2)
|
|
|
||||
International Market Place
|
293,801
|
|
|
257,052
|
|
|
LIBOR + 1.75%
|
|
08/14/18
|
|
Two, one-year options
|
|
$
|
330,890
|
|
|
||
The Mall of San Juan
|
|
|
|
302,357
|
|
(3)
|
|
|
|
|
|
|
|
|
||||
The Mall at Short Hills
|
1,000,000
|
|
|
1,000,000
|
|
|
3.48%
|
|
10/01/27
|
|
|
|
|
|
||||
U.S. Headquarters
|
12,000
|
|
|
12,000
|
|
|
LIBOR + 1.40% Swapped to 3.49%
|
|
03/01/24
|
|
|
|
|
|
||||
$65M Revolving Credit Facility
|
19,655
|
|
|
24,700
|
|
|
LIBOR + 1.40%
|
|
04/28/18
|
|
|
|
65,000
|
|
(4)
|
|||
$1.1B Revolving Credit Facility
|
485,000
|
|
(5) (6)
|
210,000
|
|
|
LIBOR + 1.45%
|
(5)
|
02/01/21
|
(5)
|
Two, six-month options
|
(5)
|
1,100,000
|
|
(5)( 6)
|
|||
$475M Unsecured Term Loan
|
475,000
|
|
(7)
|
475,000
|
|
(7)
|
LIBOR + 1.60%
|
(7)
|
02/28/19
|
|
|
|
|
|
||||
$300M Unsecured Term Loan
|
300,000
|
|
(6) (8)
|
|
(8)
|
LIBOR + 1.60%
|
(8)
|
02/01/22
|
|
|
|
|
|
|||||
Deferred Financing Costs, Net
|
(12,484
|
)
|
|
(14,169
|
)
|
|
|
|
|
|
|
|
|
|
||||
|
$
|
3,555,228
|
|
|
$
|
3,255,512
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Operating Partnership has provided a limited guarantee of the repayment of the City Creek Center loan, which could be triggered only upon a decline in center occupancy to a level that the Company believes is remote.
|
(2)
|
In July 2017, the Company added an additional
one-year
extension option to The Mall at Green Hills loan, providing the option to extend the maturity date to December 2020.
|
(3)
|
In March 2017, the Company repaid the outstanding balance of
$302.4 million
on the construction facility for The Mall of San Juan, which was scheduled to mature in April 2017. The rate on the loan was
LIBOR + 2.00%
. The Company funded the repayment using its revolving lines of credit.
|
(4)
|
The unused borrowing capacity at
December 31, 2017
was
$40.8 million
, after considering
$4.6 million
of letters of credit outstanding on the facility.
|
(5)
|
In February 2017, the Company amended its
$1.1 billion
primary unsecured revolving credit facility extending the maturity date to February 2021, with
two six-month extension options
. As of December 31, 2017, the interest rate on the facility was a range of
LIBOR
plus
1.15%
to
LIBOR
plus
1.70%
and a facility fee of
0.20%
to
0.25%
based on the Company's total leverage ratio. The unused borrowing capacity at December 31, 2017 was
$499.3 million
.
|
(6)
|
The
$1.1 billion
primary unsecured revolving line of credit includes an accordion feature, which in combination with the
$300 million
unsecured term loan would increase the Company's maximum aggregate total commitment to
$2.0 billion
between the two facilities if fully exercised, subject to obtaining additional lender commitments, customary closing conditions, covenant compliance, and minimum asset values for the unencumbered asset pool. As of December 31, 2017, the Company could not fully utilize the accordion feature unless additional assets were added to the unencumbered asset pool.
|
(7)
|
TRG is the borrower under the
$475 million
unsecured term loan with an accordion feature to increase the borrowing capacity to
$600 million
, subject to obtaining additional lender commitments, customary closing conditions, covenant compliance, and minimum asset values for the unencumbered asset pool. As of December 31, 2017, the Company could not fully utilize the accordion feature unless additional assets were added to the unencumbered asset pool. The loan bears interest at a range of
LIBOR
plus
1.35%
to
LIBOR
plus
1.90%
based on the Company's total leverage ratio. The LIBOR rate is swapped to a fixed interest rate of
1.65%
, resulting in an effective interest rate in the range of
3.00%
to
3.55%
(Note 10).
|
(8)
|
In February 2017, TRG completed a
$300 million
unsecured term loan that bears interest at a range of
LIBOR
plus
1.25%
to
LIBOR
plus
1.90%
based on the Company's total leverage ratio. Beginning January 2018, the LIBOR rate was swapped through maturity to a fixed rate of
2.14%
, which will result in an effective interest rate in the range of
3.39%
to
4.04%
(Note 10).
|
(9)
|
Amounts in table may not add due to rounding.
|
2018
|
$
|
470,019
|
|
(1)
|
2019
|
481,820
|
|
|
|
2020
|
7,058
|
|
|
|
2021
|
492,363
|
|
(2)
|
|
2022
|
307,652
|
|
|
|
Thereafter
|
1,808,800
|
|
|
|
Total principal maturities
|
$
|
3,567,712
|
|
|
Net unamortized deferred financing costs
|
(12,484
|
)
|
|
|
Total notes payable, net
|
$
|
3,555,228
|
|
|
(1)
|
Includes a total of
$443.8 million
with
two
,
one-year
extension options.
|
(2)
|
Includes
$485.0 million
with
two
six-month
extension options.
|
|
At 100%
|
|
At Beneficial Interest
|
|
||||||||||||
|
Consolidated Subsidiaries
|
|
Unconsolidated Joint Ventures
|
|
Consolidated Subsidiaries
|
|
Unconsolidated Joint Ventures
|
|
||||||||
Debt as of:
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
$
|
3,555,228
|
|
|
$
|
2,860,384
|
|
|
$
|
3,261,777
|
|
|
$
|
1,459,854
|
|
|
December 31, 2016
|
3,255,512
|
|
|
2,777,162
|
|
|
2,949,440
|
|
|
1,425,511
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capitalized interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2017
|
$
|
12,402
|
|
(1)
|
$
|
456
|
|
(2)
|
$
|
12,326
|
|
(1)
|
$
|
456
|
|
(2)
|
Year Ended December 31, 2016
|
21,864
|
|
(1)
|
2,589
|
|
(2)
|
21,728
|
|
(1)
|
2,589
|
|
(2)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2017
|
$
|
108,572
|
|
|
$
|
130,339
|
|
|
$
|
96,630
|
|
|
$
|
67,283
|
|
|
Year Ended December 31, 2016
|
86,285
|
|
|
103,973
|
|
|
75,954
|
|
|
54,674
|
|
|
(1)
|
The Company capitalizes interest costs incurred in funding its equity contributions to development projects accounted for as Unconsolidated Joint Ventures. The capitalized interest cost is included in the Company's basis in its investment in Unconsolidated Joint Ventures. Such capitalized interest reduces interest expense in the Company's Consolidated Statement of Operations and Comprehensive Income and in the table above is included within Consolidated Subsidiaries.
|
(2)
|
Capitalized interest on the Asia Unconsolidated Joint Venture construction loans is presented at the Company's beneficial interest in both the Unconsolidated Joint Ventures (at 100%) and Unconsolidated Joint Ventures (at Beneficial Interest) columns.
|
|
2017
|
|
2016
|
||||
Balance, January 1
|
$
|
8,704
|
|
|
|
||
Former Taubman Asia President vested redeemable equity
|
(1,204
|
)
|
|
$
|
13,854
|
|
|
Distributions
|
|
|
(7,150
|
)
|
|||
Contributions
|
|
|
2,000
|
|
|||
Allocation of net loss
|
(924
|
)
|
|
(656
|
)
|
||
Adjustments of redeemable noncontrolling interest
|
924
|
|
|
656
|
|
||
Balance, December 31
|
$
|
7,500
|
|
|
$
|
8,704
|
|
|
2017
|
|
2016
|
||||
Non-redeemable noncontrolling interests:
|
|
|
|
||||
Noncontrolling interests in consolidated joint ventures
|
$
|
(160,359
|
)
|
|
$
|
(155,919
|
)
|
Noncontrolling interests in partnership equity of TRG
|
(11,909
|
)
|
|
13,136
|
|
||
|
$
|
(172,268
|
)
|
|
$
|
(142,783
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss) attributable to non-redeemable noncontrolling interests:
|
|
|
|
|
|
||||||
Non-redeemable noncontrolling interests:
|
|
|
|
|
|
||||||
Noncontrolling share of income of consolidated joint ventures
|
$
|
7,699
|
|
|
$
|
8,761
|
|
|
$
|
11,222
|
|
Noncontrolling share of income of TRG
|
25,277
|
|
|
47,433
|
|
|
47,208
|
|
|||
|
$
|
32,976
|
|
|
$
|
56,194
|
|
|
$
|
58,430
|
|
Redeemable noncontrolling interest:
|
(924
|
)
|
|
(656
|
)
|
|
|
||||
|
$
|
32,052
|
|
|
$
|
55,538
|
|
|
$
|
58,430
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to Taubman Centers, Inc. common shareowners
|
$
|
55,267
|
|
|
$
|
107,358
|
|
|
$
|
109,020
|
|
Transfers (to) from the noncontrolling interest:
|
|
|
|
|
|
|
|
||||
Increase (decrease) in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest
(1)
|
(1,197
|
)
|
|
1,959
|
|
|
69,521
|
|
|||
Net transfers (to) from noncontrolling interests
|
(1,197
|
)
|
|
1,959
|
|
|
69,521
|
|
|||
Change from net income attributable to Taubman Centers, Inc. and transfers (to) from noncontrolling interests
|
$
|
54,070
|
|
|
$
|
109,317
|
|
|
$
|
178,541
|
|
(1)
|
In 2017, 2016, and 2015, 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 share-based compensation under employee and director benefit plans (Note 13) and issuances of stock pursuant to the continuing offer (Note 15). In 2017 and 2016, adjustments of the noncontrolling interest were also made in connection with the accounting for the Former Asia President's redeemable ownership interest. In 2015, adjustments of the noncontrolling interest were also made as a result of share repurchases (Note 14).
|
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)
|
|
100
|
%
|
|
$
|
200,000
|
|
|
1.64
|
%
|
|
1.60
|
%
|
(1)
|
3.24
|
%
|
(1)
|
February 2019
|
Receive variable (LIBOR) /pay-fixed swap
(1)
|
|
100
|
%
|
|
175,000
|
|
|
1.65
|
%
|
|
1.60
|
%
|
(1)
|
3.25
|
%
|
(1)
|
February 2019
|
|
Receive variable (LIBOR) /pay-fixed swap
(1)
|
|
100
|
%
|
|
100,000
|
|
|
1.64
|
%
|
|
1.60
|
%
|
(1)
|
3.24
|
%
|
(1)
|
February 2019
|
|
Receive variable (LIBOR) /pay-fixed swap
(2)
|
|
100
|
%
|
|
100,000
|
|
|
|
(2)
|
|
|
(2)
|
|
|
(2)
|
February 2022
|
||
Receive variable (LIBOR) /pay-fixed swap
(2)
|
|
100
|
%
|
|
100,000
|
|
|
|
(2)
|
|
(2)
|
|
(2)
|
February 2022
|
||||
Receive variable (LIBOR) /pay-fixed swap
(2)
|
|
100
|
%
|
|
50,000
|
|
|
|
(2)
|
|
(2)
|
|
(2)
|
February 2022
|
||||
Receive variable (LIBOR) /pay-fixed swap
(2)
|
|
100
|
%
|
|
50,000
|
|
|
|
(2)
|
|
(2)
|
|
(2)
|
February 2022
|
||||
Receive variable (LIBOR) /pay-fixed swap
(3)
|
|
100
|
%
|
|
12,000
|
|
|
2.09
|
%
|
(3)
|
1.40
|
%
|
(3)
|
3.49
|
%
|
(3)
|
March 2024
|
|
Unconsolidated Joint Ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receive variable (LIBOR) /pay-fixed swap
(4)
|
|
50
|
%
|
|
130,201
|
|
|
2.40
|
%
|
|
1.70
|
%
|
|
4.10
|
%
|
|
April 2018
|
|
Receive variable (LIBOR) /pay-fixed swap
(4)
|
|
50
|
%
|
|
130,201
|
|
|
2.40
|
%
|
|
1.70
|
%
|
|
4.10
|
%
|
|
April 2018
|
|
Receive variable (LIBOR) /pay-fixed swap
(5)
|
|
50.1
|
%
|
|
165,656
|
|
|
1.83
|
%
|
|
1.75
|
%
|
|
3.58
|
%
|
|
December 2021
|
|
Receive variable (LIBOR) USD/pay-fixed KRW cross-currency interest rate swap
(6)
|
|
34.3
|
%
|
|
52,065 USD / 60,500,000 KRW
|
|
|
1.52
|
%
|
|
1.60
|
%
|
|
3.12
|
%
|
|
September 2020
|
(1)
|
The hedged forecasted transaction for each of these swaps is the first previously unhedged
one-month LIBOR
-indexed interest payments accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow. The Company is currently using these swaps to manage interest rate risk on the
$475 million
unsecured term loan. The credit spread on this loan can also vary within a range of
1.35%
to
1.90%
, depending on the Company's leverage ratio at the measurement date, resulting in an effective rate in the range of
3.00%
to
3.55%
during the swap period.
|
(2)
|
The hedged forecasted transaction for each of these swaps is the first previously unhedged
one-month LIBOR
-indexed interest payments accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow, beginning with the
January 2018
effective date of the swaps. The Company began using these forward starting swaps to manage interest rate risk on the
$300 million
unsecured term loan in
January 2018
. Beginning in January 2018, the LIBOR rate was swapped to a fixed rate of
2.14%
. The credit spread on this loan can vary within a range of
1.25%
to
1.90%
, depending on the Company's total leverage ratio at the measurement date, resulting in an effective rate in the range of
3.39%
to
4.04%
during the swap period.
|
(3)
|
The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on the U.S. headquarters building.
|
(4)
|
The notional amount on each of these swaps is equal to
50%
of the outstanding principal balance of the loan on Fair Oaks.
|
(5)
|
The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on International Plaza.
|
(6)
|
The notional amount on this swap is equal to the outstanding principal balance of the U.S. dollar construction loan for Starfield Hanam. There is a cross-currency interest rate swap to fix the interest rate on the loan and swap the related principal and interest payments from U.S. dollars to KRW in order to reduce the impact of fluctuations in interest rates and exchange rates on the cash flows of the joint venture. The currency swap exchange rate is
1,162.0
.
|
|
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)
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts – consolidated subsidiaries
|
$
|
3,994
|
|
|
$
|
2,234
|
|
|
$
|
(1,730
|
)
|
|
Interest Expense
|
|
$
|
(2,879
|
)
|
|
$
|
(5,823
|
)
|
|
$
|
(7,211
|
)
|
Interest rate contracts – UJVs
|
2,898
|
|
|
2,478
|
|
|
71
|
|
|
Equity in Income of UJVs
|
|
(2,406
|
)
|
|
(3,775
|
)
|
|
(4,489
|
)
|
||||||
Cross-currency interest rate contract – UJV
|
201
|
|
|
(109
|
)
|
|
12
|
|
|
Equity in Income of UJVs
|
|
(2,279
|
)
|
|
259
|
|
|
(321
|
)
|
||||||
Total derivatives in cash flow hedging relationships
|
$
|
7,093
|
|
|
$
|
4,603
|
|
|
$
|
(1,647
|
)
|
|
|
|
$
|
(7,564
|
)
|
|
$
|
(9,339
|
)
|
|
$
|
(12,021
|
)
|
|
|
|
Fair Value
|
||||||
|
Consolidated Balance Sheet Location
|
|
December 31 2017
|
|
December 31
2016 |
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Asset derivative:
|
|
|
|
|
|
||||
Interest rate contracts – consolidated subsidiaries
|
Deferred Charges and Other Assets
|
|
$
|
939
|
|
|
|
||
Interest rate contracts – UJV
|
Investment in UJVs
|
|
760
|
|
|
|
|||
Cross-currency interest rate contract - UJV
|
Investment in UJVs
|
|
|
|
$
|
381
|
|
||
Total assets designated as hedging instruments
|
|
|
$
|
1,699
|
|
|
$
|
381
|
|
|
|
|
|
|
|
||||
Liability derivatives:
|
|
|
|
|
|
|
|
||
Interest rate contracts – consolidated subsidiaries
|
Accounts Payable and Accrued Liabilities
|
|
$
|
(484
|
)
|
|
$
|
(3,548
|
)
|
Interest rate contracts – UJV
|
Investment in UJVs
|
|
(357
|
)
|
|
(2,496
|
)
|
||
Cross-currency interest rate contract - UJV
|
Investment in UJVs
|
|
(1,630
|
)
|
|
|
|
||
Total liabilities designated as hedging instruments
|
|
|
$
|
(2,471
|
)
|
|
$
|
(6,044
|
)
|
2018
|
$
|
332,593
|
|
2019
|
318,103
|
|
|
2020
|
292,463
|
|
|
2021
|
254,603
|
|
|
2022
|
215,625
|
|
|
Thereafter
|
664,727
|
|
2018
|
$
|
15,484
|
|
2019
|
15,427
|
|
|
2020
|
14,288
|
|
|
2021
|
12,740
|
|
|
2022
|
13,982
|
|
|
Thereafter
|
737,210
|
|
|
Number of Restricted TRG Profits Units
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
68,045
|
|
|
59.89
|
|
|
Forfeited
|
(22,105
|
)
|
|
60.71
|
|
|
Outstanding at December 31, 2016
|
45,940
|
|
|
$
|
59.49
|
|
Granted
|
46,076
|
|
|
57.84
|
|
|
Forfeited
|
(30,885
|
)
|
|
57.85
|
|
|
Outstanding at December 31, 2017
|
61,131
|
|
|
$
|
59.08
|
|
|
|
|
|
|||
Fully vested at December 31, 2017
|
3,826
|
|
(1)
|
$
|
59.03
|
|
(1)
|
These Restricted TRG Profits Units vested as a result of the Company's restructuring and reduction in its workforce (Note 1).
|
|
Number of relative TSR Performance-based TRG Profits Units
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
119,123
|
|
|
26.42
|
|
|
Forfeited
|
(15,754
|
)
|
|
26.42
|
|
|
Outstanding at December 31, 2016
|
103,369
|
|
|
$
|
26.42
|
|
Granted
|
103,666
|
|
|
23.14
|
|
|
Forfeited
|
(77,302
|
)
|
|
23.42
|
|
|
Outstanding at December 31, 2017
|
129,733
|
|
|
$
|
25.59
|
|
|
|
|
|
|||
Fully vested at December 31, 2017
|
797
|
(1)
|
$
|
23.14
|
|
(1)
|
These Relative TSR Performance-based TRG Profits Units vested as a result of the Company's restructuring and reduction in its workforce (Note 1).
|
|
Number of NOI Performance-based TRG Profits Units
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
119,123
|
|
|
41.87
|
|
|
Forfeited
|
(15,754
|
)
|
|
19.41
|
|
|
Outstanding at December 31, 2016
|
103,369
|
|
|
$
|
41.87
|
|
Granted
|
103,666
|
|
|
19.35
|
|
|
Forfeited
|
(75,431
|
)
|
|
$
|
20.59
|
|
Outstanding at December 31, 2017
|
131,604
|
|
|
$
|
19.69
|
|
|
|
|
|
|||
Fully vested at December 31, 2017
|
2,668
|
|
(1)
|
$
|
33.56
|
|
(1)
|
These NOI Performance-based TRG Profits Units vested as a result of the Company's restructuring and reduction in its workforce (Note 1).
|
|
Number of TSR PSU
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at January 1, 2015
|
254,651
|
|
|
$
|
132.86
|
|
Granted
|
50,256
|
|
|
112.30
|
|
|
Forfeited
|
(5,854
|
)
|
|
174.95
|
|
|
Vested
|
(43,575
|
)
|
(1)
|
97.44
|
|
|
Outstanding at December 31, 2015
|
255,478
|
|
|
$
|
134.52
|
|
Forfeited
|
(44,585
|
)
|
|
149.43
|
|
|
Vested
|
(44,866
|
)
|
(1)
|
96.61
|
|
|
Outstanding at December 31, 2016
|
166,027
|
|
|
$
|
138.93
|
|
Granted
|
5,046
|
|
|
80.16
|
|
|
Vested - three-year grants
|
(50,459
|
)
|
(2)
|
90.51
|
|
|
Vested - 2012 and 2013 special grants
|
(79,764
|
)
|
(3)
|
181.99
|
|
|
Outstanding at December 31, 2017
|
40,850
|
|
|
$
|
107.38
|
|
(2)
|
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
year ended December 31, 2017
was
30,601
shares for the TSR PSU three-year grants. The shares of common stock were issued at a weighted average rate of
0.60
x and in the range of
0.00
x to
1.00
x. That is, despite the completion of the applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period. Included in the vested PSUs are awards that vested early due to a retirement and as a result of the Company's restructuring and reduction in its workforce (Note 1).
|
(3)
|
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
year ended December 31, 2017
was
zero
shares for the 2012 and 2013 TSR PSU special grants. That is, despite the completion of the applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period.
|
|
Number of NOI PSU
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at January 1, 2017
|
—
|
|
|
$
|
—
|
|
Granted
|
5,046
|
|
|
67.04
|
|
|
Vested
|
(1,242
|
)
|
(1)
|
67.50
|
|
|
Outstanding at December 31, 2017
|
3,804
|
|
|
$
|
67.00
|
|
(1)
|
The actual number of shares of common stock issued upon vesting during the year ended
December 31, 2017
was
1,242
shares (
1.0
x). That is, despite the completion of applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which NOI was achieved during the performance period. These NOI PSU vested as a result of the Company's restructuring and reduction in its workforce (Note 1).
|
|
Number of RSU
|
|
Weighted average Grant Date Fair Value
|
|||
Outstanding at January 1, 2015
|
293,651
|
|
|
$
|
67.00
|
|
Granted
|
100,682
|
|
|
74.36
|
|
|
Forfeited
|
(14,542
|
)
|
|
69.87
|
|
|
Vested
|
(96,438
|
)
|
|
65.60
|
|
|
Outstanding at December 31, 2015
|
283,353
|
|
|
$
|
69.93
|
|
Granted
|
55,888
|
|
|
73.42
|
|
|
Forfeited
|
(17,012
|
)
|
|
69.20
|
|
|
Vested
|
(90,326
|
)
|
|
71.57
|
|
|
Outstanding at December 31, 2016
|
231,903
|
|
|
$
|
70.40
|
|
Granted
|
110,210
|
|
|
63.33
|
|
|
Forfeited
|
(12,499
|
)
|
|
67.78
|
|
|
Vested
|
(126,951
|
)
|
|
66.98
|
|
|
Outstanding at December 31, 2017
|
202,663
|
|
|
$
|
68.86
|
|
|
Number of Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Range of Exercise Prices
|
|
|||||||||
Outstanding at January 1, 2015
|
521,293
|
|
$
|
39.20
|
|
|
1.6
|
|
$
|
26.56
|
|
-
|
$
|
51.15
|
|
|
|
Exercised
|
(228,750)
|
|
29.72
|
|
|
|
|
|
|
|
|
||||||
Outstanding at December 31, 2015
|
292,543
|
|
|
$
|
46.60
|
|
|
1.4
|
|
$
|
35.50
|
|
-
|
$
|
51.15
|
|
|
Exercised
|
(89,957)
|
|
42.66
|
|
|
|
|
|
|
|
|
||||||
Outstanding at December 31, 2016
|
202,586
|
|
|
$
|
48.35
|
|
|
0.7
|
|
$
|
45.90
|
|
-
|
$
|
51.15
|
|
|
Exercised
|
(202,586)
|
|
48.35
|
|
|
|
|
|
|
|
|
||||||
Outstanding at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to Taubman Centers, Inc. common shareowners (Numerator):
|
|
|
|
|
|
||||||
Basic
|
$
|
55,267
|
|
|
$
|
107,358
|
|
|
$
|
109,020
|
|
Impact of additional ownership of TRG
|
114
|
|
|
257
|
|
|
398
|
|
|||
Diluted
|
$
|
55,381
|
|
|
$
|
107,615
|
|
|
$
|
109,418
|
|
|
|
|
|
|
|
||||||
Shares (Denominator) – basic
|
60,675,129
|
|
|
60,363,416
|
|
|
61,389,113
|
|
|||
Effect of dilutive securities
|
365,366
|
|
|
466,139
|
|
|
772,221
|
|
|||
Shares (Denominator) – diluted
|
61,040,495
|
|
|
60,829,555
|
|
|
62,161,334
|
|
|||
|
|
|
|
|
|
||||||
Earnings per common share - basic
|
$
|
0.91
|
|
|
$
|
1.78
|
|
|
$
|
1.78
|
|
Earnings per common share - diluted
|
$
|
0.91
|
|
|
$
|
1.77
|
|
|
$
|
1.76
|
|
|
Year Ended December 31
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Weighted average noncontrolling TRG Units outstanding
|
4,089,327
|
|
|
3,983,781
|
|
|
4,029,934
|
|
Unissued TRG Units under unit option deferral elections
|
871,262
|
|
|
871,262
|
|
|
871,262
|
|
|
|
Fair Value Measurements as of December 31, 2017 Using
|
|
Fair Value Measurements as of December 31, 2016 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) |
||||||||
SPG common shares (Note 7)
|
|
$
|
101,348
|
|
|
|
|
$
|
44,418
|
|
|
|
||||
Insurance deposit
|
|
16,703
|
|
|
|
|
|
15,440
|
|
|
|
|
||||
Derivative interest rate contracts (Note 10)
|
|
|
|
|
$
|
939
|
|
|
|
|
|
|
|
|||
Total assets
|
|
$
|
118,051
|
|
|
$
|
939
|
|
|
$
|
59,858
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative interest rate contracts (Note 10)
|
|
|
|
|
$
|
(484
|
)
|
|
|
|
|
$
|
(3,548
|
)
|
||
Total liabilities
|
|
|
|
|
$
|
(484
|
)
|
|
|
|
|
$
|
(3,548
|
)
|
|
2017
|
|
2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Notes payable
|
$
|
3,555,228
|
|
|
$
|
3,503,071
|
|
|
$
|
3,255,512
|
|
|
$
|
3,184,036
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Recapitalization of The Mall of San Juan joint venture
(1)
|
|
|
|
|
|
$
|
9,296
|
|
|||
Other non-cash additions to properties
|
$
|
79,023
|
|
|
$
|
108,581
|
|
|
104,494
|
|
(1)
|
In April 2015, the Company acquired an additional
15%
interest in The Mall of San Juan. The additional interest was acquired at cost. In connection with the acquisition, the noncontrolling owner used
$9.3 million
of previously contributed capital to fund its obligation to reimburse the Company for certain shared infrastructure costs, which was classified as a reduction of the noncontrolling interest and an offsetting reduction of properties.
|
|
Taubman Centers, Inc. AOCI
|
|
Noncontrolling Interests AOCI
|
||||||||||||||||||||||||||||
|
Cumulative translation adjustment
|
|
Unrealized gains (losses) on interest rate instruments
|
|
Fair value adjustment for marketable equity securities
|
|
Total
|
|
Cumulative translation adjustment
|
|
Unrealized gains (losses) on interest rate instruments
|
|
Fair value adjustment for marketable equity securities
|
|
Total
|
||||||||||||||||
January 1, 2015
|
$
|
(101
|
)
|
|
$
|
(14,967
|
)
|
|
|
|
$
|
(15,068
|
)
|
|
$
|
(41
|
)
|
|
$
|
5,879
|
|
|
|
|
$
|
5,838
|
|
||||
Other comprehensive income (loss) before reclassifications
|
(10,790
|
)
|
|
(9,653
|
)
|
|
|
|
(20,443
|
)
|
|
(4,489
|
)
|
|
(4,015
|
)
|
|
|
|
(8,504
|
)
|
||||||||||
Amounts reclassified from AOCI
|
|
|
8,489
|
|
|
|
|
8,489
|
|
|
|
|
3,532
|
|
|
|
|
3,532
|
|
||||||||||||
Net current period other comprehensive income (loss)
|
(10,790
|
)
|
|
(1,164
|
)
|
|
—
|
|
|
(11,954
|
)
|
|
(4,489
|
)
|
|
(483
|
)
|
|
—
|
|
|
(4,972
|
)
|
||||||||
Adjustments due to changes in ownership
|
1
|
|
|
(199
|
)
|
|
|
|
(198
|
)
|
|
(1
|
)
|
|
199
|
|
|
|
|
198
|
|
||||||||||
December 31, 2015
|
$
|
(10,890
|
)
|
|
$
|
(16,330
|
)
|
|
$
|
—
|
|
|
$
|
(27,220
|
)
|
|
$
|
(4,531
|
)
|
|
$
|
5,595
|
|
|
$
|
—
|
|
|
$
|
1,064
|
|
Other comprehensive income (loss) before reclassifications
|
(12,251
|
)
|
|
(2,742
|
)
|
|
(302
|
)
|
|
(15,295
|
)
|
|
(5,088
|
)
|
|
(1,138
|
)
|
|
(126
|
)
|
|
(6,352
|
)
|
||||||||
Amounts reclassified from AOCI
|
|
|
6,598
|
|
|
|
|
6,598
|
|
|
|
|
|
2,741
|
|
|
|
|
2,741
|
|
|||||||||||
Net current period other comprehensive income (loss)
|
(12,251
|
)
|
|
3,856
|
|
|
(302
|
)
|
|
(8,697
|
)
|
|
(5,088
|
)
|
|
1,603
|
|
|
(126
|
)
|
|
(3,611
|
)
|
||||||||
Adjustments due to changes in ownership
|
(6
|
)
|
|
7
|
|
|
|
|
1
|
|
|
6
|
|
|
(7
|
)
|
|
|
|
(1
|
)
|
||||||||||
December 31, 2016
|
$
|
(23,147
|
)
|
|
$
|
(12,467
|
)
|
|
$
|
(302
|
)
|
|
$
|
(35,916
|
)
|
|
$
|
(9,613
|
)
|
|
$
|
7,191
|
|
|
$
|
(126
|
)
|
|
$
|
(2,548
|
)
|
Other comprehensive income (loss) before reclassifications
|
23,615
|
|
|
(333
|
)
|
|
374
|
|
|
23,656
|
|
|
9,688
|
|
|
(138
|
)
|
|
154
|
|
|
9,704
|
|
||||||||
Amounts reclassified from AOCI
|
|
|
5,364
|
|
|
|
|
5,364
|
|
|
|
|
2,200
|
|
|
|
|
2,200
|
|
||||||||||||
Net current period other comprehensive income (loss)
|
23,615
|
|
|
5,031
|
|
|
374
|
|
|
29,020
|
|
|
9,688
|
|
|
2,062
|
|
|
154
|
|
|
11,904
|
|
||||||||
Adjustments due to changes in ownership
|
(84
|
)
|
|
61
|
|
|
|
|
(23
|
)
|
|
84
|
|
|
(61
|
)
|
|
|
|
23
|
|
||||||||||
December 31, 2017
|
$
|
384
|
|
|
$
|
(7,375
|
)
|
|
$
|
72
|
|
|
$
|
(6,919
|
)
|
|
$
|
159
|
|
|
$
|
9,192
|
|
|
$
|
28
|
|
|
$
|
9,379
|
|
Details about AOCI Components
|
|
Amounts reclassified from AOCI
|
|
Affected line item in Consolidated Statement of Operations and Comprehensive Income
|
||
Losses on interest rate instruments and other:
|
|
|
|
|
||
Realized loss on interest rate contracts - consolidated subsidiaries
|
|
$
|
2,879
|
|
|
Interest Expense
|
Realized loss on interest rate contracts - UJVs
|
|
2,406
|
|
|
Equity in Income in UJVs
|
|
Realized loss on cross-currency interest rate contract - UJV
|
|
2,279
|
|
|
Equity in Income in UJVs
|
|
Total reclassifications for the period
|
|
$
|
7,564
|
|
|
|
Details about AOCI Components
|
|
Amounts reclassified from AOCI
|
|
Affected line item in Consolidated Statement of Operations and Comprehensive Income
|
||
Losses on interest rate instruments and other:
|
|
|
|
|
||
Realized loss on interest rate contracts - consolidated subsidiaries
|
|
$
|
5,823
|
|
|
Interest Expense
|
Realized loss on interest rate contracts - UJVs
|
|
3,775
|
|
|
Equity in Income of UJVs
|
|
Realized gain on cross-currency interest rate contract - UJV
|
|
(259
|
)
|
|
Equity in Income in UJVs
|
|
Total reclassifications for the period
|
|
$
|
9,339
|
|
|
|
Details about AOCI Components
|
|
Amounts reclassified from AOCI
|
|
Affected line item in Consolidated Statement of Operations and Comprehensive Income
|
||
Losses on interest rate instruments and other:
|
|
|
|
|
||
Realized loss on interest rate contracts - consolidated subsidiaries
|
|
$
|
7,211
|
|
|
Interest Expense
|
Realized loss on interest rate contracts - UJVs
|
|
4,489
|
|
|
Equity in Income of UJVs
|
|
Realized loss on cross-currency interest rate contract - UJV
|
|
321
|
|
|
Equity in Income of UJVs
|
|
Total reclassifications for the period
|
|
$
|
12,021
|
|
|
|
|
|
2017
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
|
$
|
149,083
|
|
|
$
|
154,676
|
|
|
$
|
153,222
|
|
|
$
|
172,184
|
|
Equity in income of Unconsolidated Joint Ventures
|
|
20,118
|
|
|
13,258
|
|
|
13,723
|
|
|
20,275
|
|
||||
Net income
|
|
32,759
|
|
|
27,663
|
|
|
14,251
|
|
|
38,084
|
|
||||
Net income attributable to TCO common shareowners
|
|
17,170
|
|
|
13,483
|
|
|
4,363
|
|
|
20,251
|
|
||||
Earnings per common share – basic
|
|
$
|
0.28
|
|
|
$
|
0.22
|
|
|
$
|
0.07
|
|
|
$
|
0.33
|
|
Earnings per common share – diluted
|
|
$
|
0.28
|
|
|
$
|
0.22
|
|
|
$
|
0.07
|
|
|
$
|
0.33
|
|
|
|
2016
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
|
$
|
139,455
|
|
|
$
|
158,890
|
|
|
$
|
148,021
|
|
|
$
|
166,191
|
|
Equity in income of Unconsolidated Joint Ventures
|
|
18,478
|
|
|
15,910
|
|
|
15,391
|
|
|
19,922
|
|
||||
Net income
|
|
44,329
|
|
|
57,744
|
|
|
35,184
|
|
|
50,894
|
|
||||
Net income attributable to TCO common shareowners
|
|
24,613
|
|
|
34,718
|
|
|
18,752
|
|
|
29,275
|
|
||||
Earnings per common share – basic
|
|
$
|
0.41
|
|
|
$
|
0.58
|
|
|
$
|
0.31
|
|
|
$
|
0.48
|
|
Earnings per common share – diluted
|
|
$
|
0.41
|
|
|
$
|
0.57
|
|
|
$
|
0.31
|
|
|
$
|
0.48
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||
|
Balance at beginning of year
|
|
Charged to costs and expenses
|
|
Charged to other accounts
|
|
Write-offs
|
|
Transfers, net
|
|
Balance at end of year
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful receivables
|
$
|
4,311
|
|
|
$
|
11,025
|
|
|
|
|
$
|
(5,099
|
)
|
|
|
|
$
|
10,237
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful receivables
|
$
|
2,974
|
|
|
$
|
4,047
|
|
|
|
|
$
|
(2,710
|
)
|
|
|
|
$
|
4,311
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful receivables
|
$
|
2,927
|
|
|
$
|
1,994
|
|
|
|
|
$
|
(1,947
|
)
|
|
|
|
$
|
2,974
|
|
|
Initial Cost to Company
|
|
|
|
Gross Amount at Which Carried at Close of Period
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Land
|
|
Buildings, Improvements, and Equipment
|
|
Cost Capitalized Subsequent to Acquisition
|
|
Land
|
|
BI&E
|
|
Total
|
|
Accumulated Depreciation (A/D)
|
|
Total Cost Net of A/D
|
|
Encumbrances
|
|
Year Opened / Expanded
|
|
Year Acquired
|
|
Depreciable Life
|
||||||||||||||||||
Shopping Centers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Beverly Center
Los Angeles, CA
|
|
|
$
|
200,902
|
|
|
$
|
142,323
|
|
|
|
|
$
|
343,225
|
|
|
$
|
343,225
|
|
|
$
|
190,119
|
|
|
$
|
153,106
|
|
|
|
|
1982
|
|
|
|
40 years
|
||||||
Cherry Creek Shopping Center
Denver, CO
|
|
|
99,087
|
|
|
219,260
|
|
|
|
|
318,347
|
|
|
318,347
|
|
|
166,241
|
|
|
152,106
|
|
|
$
|
550,000
|
|
|
1990 / 1998 / 2015
|
|
|
|
40 years
|
||||||||||
City Creek Shopping Center
Salt Lake City, UT
|
|
|
|
75,229
|
|
|
3,911
|
|
|
|
|
|
79,140
|
|
|
79,140
|
|
|
15,670
|
|
|
63,470
|
|
|
78,704
|
|
|
2012
|
|
|
|
30 years
|
|||||||||
Dolphin Mall, Miami, FL
|
$
|
34,881
|
|
|
222,301
|
|
|
125,286
|
|
|
$
|
34,881
|
|
|
347,587
|
|
|
382,468
|
|
|
127,685
|
|
|
254,783
|
|
|
|
|
2001 / 2007 / 2015
|
|
|
|
50 years
|
||||||||
The Gardens on El Paseo
Palm Desert, CA
|
23,500
|
|
|
131,858
|
|
|
7,643
|
|
|
23,500
|
|
|
139,501
|
|
|
163,001
|
|
|
24,611
|
|
|
138,390
|
|
|
|
|
|
1998 / 2010
|
|
2011
|
|
48 years
|
|||||||||
Great Lakes Crossing Outlets
Auburn Hills, MI
|
15,506
|
|
|
188,773
|
|
|
51,907
|
|
|
15,506
|
|
|
240,680
|
|
|
256,186
|
|
|
130,722
|
|
|
125,464
|
|
|
203,553
|
|
|
1998
|
|
|
|
50 years
|
|||||||||
The Mall at Green Hills
Nashville, TN
|
48,551
|
|
|
332,261
|
|
|
81,110
|
|
|
48,551
|
|
|
413,371
|
|
|
461,922
|
|
|
66,381
|
|
|
395,541
|
|
|
150,000
|
|
|
1955 / 2011
|
|
2011
|
|
40 years
|
|||||||||
International Market Place Honolulu, HI
|
|
|
|
541,991
|
|
|
|
|
|
|
|
|
541,991
|
|
|
541,991
|
|
|
41,140
|
|
|
500,851
|
|
|
293,801
|
|
|
2016
|
|
|
|
50 years
|
|||||||||
The Mall of San Juan
San Juan, PR
|
17,617
|
|
|
523,479
|
|
|
|
|
|
17,617
|
|
|
523,479
|
|
|
541,096
|
|
|
61,104
|
|
|
479,992
|
|
|
|
|
|
2015
|
|
|
|
50 years
|
|||||||||
The Mall at Short Hills
Short Hills, NJ
|
25,114
|
|
|
167,595
|
|
|
171,233
|
|
|
25,114
|
|
|
338,828
|
|
|
363,942
|
|
|
195,805
|
|
|
168,137
|
|
|
1,000,000
|
|
|
1980 / 1994 / 1995 / 2011
|
|
|
|
40 years
|
|||||||||
Taubman Prestige Outlets Chesterfield
Chesterfield, MO
|
16,079
|
|
|
108,934
|
|
|
2,841
|
|
|
16,079
|
|
|
111,775
|
|
|
127,854
|
|
|
23,678
|
|
|
104,176
|
|
|
|
|
2013
|
|
|
|
50 years
|
||||||||||
Twelve Oaks Mall
Novi, MI
|
25,410
|
|
|
190,455
|
|
|
94,854
|
|
|
25,410
|
|
|
285,309
|
|
|
310,719
|
|
|
170,407
|
|
|
140,312
|
|
|
|
|
1977 / 1978 / 2007 / 2008
|
|
|
|
50 years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office Facilities
|
5,123
|
|
|
12,519
|
|
|
54,615
|
|
|
5,123
|
|
|
67,134
|
|
|
72,257
|
|
|
26,963
|
|
|
45,294
|
|
|
12,000
|
|
|
|
|
2014
|
|
35 years
|
|||||||||
Peripheral Land
|
17,220
|
|
|
|
|
|
|
|
17,220
|
|
|
|
|
|
17,220
|
|
|
|
|
17,220
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction in Process and Development - pre-construction costs
|
8,058
|
|
|
14,537
|
|
|
366,618
|
|
|
8,058
|
|
|
381,155
|
|
|
389,213
|
|
|
|
|
389,213
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets under CDD Obligations
|
3,969
|
|
|
58,512
|
|
|
1,889
|
|
|
3,969
|
|
|
60,401
|
|
|
64,370
|
|
|
34,496
|
|
|
29,874
|
|
|
|
|
|
|
|
|
|
||||||||||
Other
|
|
|
|
28,094
|
|
|
|
|
|
|
|
|
28,094
|
|
|
28,094
|
|
|
1,894
|
|
|
26,200
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
241,028
|
|
|
$
|
2,896,527
|
|
|
$
|
1,323,490
|
|
|
$
|
241,028
|
|
|
$
|
4,220,017
|
|
|
$
|
4,461,045
|
|
(1)
|
$
|
1,276,916
|
|
|
$
|
3,184,129
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate Assets
|
|
|
Accumulated Depreciation
|
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
2017
|
|
2016
|
|
2015
|
|
||||||||||||
Balance, beginning of year
|
$
|
4,173,954
|
|
|
$
|
3,713,215
|
|
|
$
|
3,262,505
|
|
|
Balance, beginning of year
|
$
|
(1,147,390
|
)
|
|
$
|
(1,052,027
|
)
|
|
$
|
(970,045
|
)
|
|
New development and improvements
|
320,977
|
|
|
528,276
|
|
|
466,307
|
|
|
Depreciation
|
(161,091
|
)
|
|
(130,433
|
)
|
|
(98,846
|
)
|
|
||||||
Disposals/Write-offs
|
(33,886
|
)
|
|
(67,537
|
)
|
|
(15,597
|
)
|
|
Disposals/Write-offs
|
31,565
|
|
|
35,070
|
|
|
16,864
|
|
|
||||||
Balance, end of year
|
$
|
4,461,045
|
|
|
$
|
4,173,954
|
|
|
$
|
3,713,215
|
|
|
Balance, end of year
|
$
|
(1,276,916
|
)
|
|
$
|
(1,147,390
|
)
|
|
$
|
(1,052,027
|
)
|
|
(1)
|
The unaudited aggregate cost for federal income tax purposes as of
December 31, 2017
was
$4.787 billion
.
|
|
|
|
TAUBMAN CENTERS, INC.
|
Date:
|
February 27, 2018
|
By:
|
/s/
Robert S. Taubman
|
|
|
|
Robert S. Taubman, Chairman of the Board, President, and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Robert S. Taubman
|
Chairman of the Board, President,
|
February 27, 2018
|
Robert S. Taubman
|
Chief Executive Officer, and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Simon J. Leopold
|
Executive Vice President, Chief Financial Officer,
|
February 27, 2018
|
Simon J. Leopold
|
and Treasurer (Principal Financial Officer)
|
|
|
|
|
/s/ William S. Taubman
|
Chief Operating Officer,
|
February 27, 2018
|
William S. Taubman
|
and Director
|
|
|
|
|
/s/ David A. Wolff
|
Vice President, and
|
February 27, 2018
|
David A. Wolff
|
Chief Accounting Officer
|
|
|
|
|
/s/ Jerome A. Chazen
|
Director
|
February 27, 2018
|
Jerome A. Chazen
|
|
|
|
|
|
/s/ Mayree C. Clark
|
Director
|
February 27, 2018
|
Mayree C. Clark
|
|
|
|
|
|
/s/ Michael J. Embler
|
Director
|
February 27, 2018
|
Michael J. Embler
|
|
|
|
|
|
/s/ Craig M. Hatkoff
|
Director
|
February 27, 2018
|
Craig M. Hatkoff
|
|
|
|
|
|
/s/ Cornelia Connelly Marakovits
|
Director
|
February 27, 2018
|
Cornelia Connelly Marakovits
|
|
|
|
|
|
/s/ Ronald W. Tysoe
|
Director
|
February 27, 2018
|
Ronald W. Tysoe
|
|
|
|
|
|
/s/ Myron E. Ullman, III
|
Director
|
February 27, 2018
|
Myron E. Ullman, III
|
|
|
NAME
|
JURISDICTION
OF FORMATION
|
DOING BUSINESS AS
|
Atlantic Pier Signage, LLC
|
Delaware
|
N/A
|
Beverly Associates L.P. 1
|
Delaware
|
N/A
|
Beverly Partners 1, Inc.
|
Delaware
|
N/A
|
Cherry Creek Holdings LLC
|
Delaware
|
N/A
|
City Creek Center Associates LLC
|
Delaware
|
City Creek Center
|
Dolphin Mall Associates LLC
|
Delaware
|
Dolphin Mall
|
Dolphin Mall N-M Holding LLC
|
Delaware
|
N/A
|
Great Lakes Crossing Land, LLC
|
Delaware
|
N/A
|
Great Lakes Crossing, L.L.C.
|
Delaware
|
N/A
|
Green Hills Land TRG LLC
|
Delaware
|
N/A
|
Green Hills Mall TRG LLC
|
Delaware
|
The Mall at Green Hills
|
International Plaza Holding Company, LLC
|
Delaware
|
N/A
|
La Cienega Partners Limited Partnership
|
Delaware
|
Beverly Center
|
Lakeside/Novi Land Partnership LLC
|
Michigan
|
N/A
|
LCA Holdings, L.L.C.
|
Delaware
|
N/A
|
North Lake Land LLC
|
Delaware
|
N/A
|
Plaza Internacional Puerto Rico LLC
|
Puerto Rico
|
The Mall of San Juan
|
Short Hills Associates L.L.C.
|
Delaware
|
The Mall at Short Hills
|
Short Hills Holdings LLC
|
Delaware
|
N/A
|
Short Hills Solar LLC
|
Delaware
|
N/A
|
Short Hills SPE LLC
|
Delaware
|
N/A
|
Stony Point Land LLC
|
Delaware
|
N/A
|
Taub-Co Fairfax, Inc.
|
Delaware
|
N/A
|
Taub-Co Land Holdings, Inc.
|
Michigan
|
N/A
|
Taub-Co Landlord LLC
|
Delaware
|
N/A
|
Taub-Co License LLC
|
Delaware
|
N/A
|
Taub-Co Management IV, Inc.
|
Michigan
|
N/A
|
Taub-Co TRS Services, Inc.
|
Michigan
|
N/A
|
Taubman (Hong Kong) Limited
|
Hong Kong
|
N/A
|
Taubman Asia Investments Limited
|
Cayman Islands
|
N/A
|
Taubman Asia Limited
|
Cayman Islands
|
N/A
|
Taubman Asia Management II LLC
|
Delaware
|
N/A
|
Taubman Asia Management Limited
|
Cayman Islands
|
N/A
|
Taubman Auburn Hills Associates Limited Partnership
|
Delaware
|
Great Lake Crossing Outlets
|
Taubman Cherry Creek Shopping Center, L.L.C.
|
Delaware
|
Cherry Creek
|
Taubman China FTZ (Hong Kong) Limited
|
Hong Kong
|
N/A
|
Taubman China FTZ Holdings Limited
|
Cayman Islands
|
N/A
|
Taubman China FTZ LP (Hong Kong) Limited
|
Hong Kong
|
N/A
|
Taubman China Holdings Limited
|
Cayman Islands
|
N/A
|
Taubman China Holdings One LLC
|
Delaware
|
N/A
|
Taubman Consulting Limited
|
Peoples Republic of China
|
N/A
|
Taubman Macau Limited
|
Macau
|
N/A
|
Taubman MSC LLC
|
Delaware
|
N/A
|
Taubman Office Center LLC
|
Delaware
|
N/A
|
Taubman One Management Consulting (Shanghai) LP
|
Peoples Republic of China
|
N/A
|
NAME
|
JURISDICTION
OF FORMATION
|
DOING BUSINESS AS
|
Taubman Prestige Outlets of Chesterfield LLC
|
Delaware
|
Taubman Prestige Outlets Chesterfield
|
Taubman Equity Investment Fund (Shanghai) LP
|
Peoples Republic of China
|
N/A
|
Taubman Equity Investment Fund Management (Shanghai) Co., Ltd.
|
Peoples Republic of China
|
N/A
|
Taubman Imaginary VC Holdings LLC
|
Delaware
|
N/A
|
Taubman Properties Asia II LLC
|
Delaware
|
N/A
|
Taubman Properties Asia III LLC
|
Delaware
|
N/A
|
Taubman Properties Asia LLC
|
Delaware
|
N/A
|
Taubman Puerto Rico LLC
|
Puerto Rico
|
N/A
|
Taubman San Juan CRL, LLC
|
Delaware
|
N/A
|
Taubman Stamford Holdings, LLC
|
Delaware
|
N/A
|
Taubman Two Management Consulting (Shanghai) LP
|
Peoples Republic of China
|
N/A
|
Taubman Xian (Hong Kong) Limited
|
Hong Kong
|
N/A
|
Taubman Xian Holdings Limited
|
Cayman Islands
|
N/A
|
Taubman Zhengzhou (Hong Kong) Limited
|
Hong Kong
|
N/A
|
Taubman Zhengzhou Holdings Limited
|
Cayman Islands
|
N/A
|
Taubman-Cherry Creek Limited Partnership
|
Colorado
|
Cherry Creek (west end only)
|
The Gardens on El Paseo LLC
|
Delaware
|
The Gardens on El Paseo
|
The Taubman Company Asia Limited
|
Cayman Islands
|
N/A
|
The Taubman Company LLC
|
Delaware
|
The Taubman Company
|
The Taubman Realty Group Limited Partnership
|
Delaware
|
N/A
|
TM Restaurant LLC
|
Delaware
|
N/A
|
TM-BC Food Hall LLC
|
Delaware
|
N/A
|
TM-BC Restaurant LLC
|
Delaware
|
N/A
|
TM-IMP Food Hall LLC
|
Delaware
|
N/A
|
TM-IMP Restaurant LLC
|
Delaware
|
N/A
|
T-O Associates Holdings LLC
|
Delaware
|
N/A
|
TPA Hanam Union Square GP LLC
|
Delaware
|
N/A
|
TPA Hanam Union Square Holdings LP
|
Delaware
|
N/A
|
TPOC Chesterfield LLC
|
Delaware
|
N/A
|
TRG Auburn Hills LLC
|
Delaware
|
N/A
|
TRG CCP Holdings LLC
|
Delaware
|
N/A
|
TRG Development LLC
|
Delaware
|
N/A
|
TRG Forsyth LLC
|
Delaware
|
N/A
|
TRG IMP LLC
|
Delaware
|
International Market Place
|
TRG Properties-Orlando, L.L.C.
|
Delaware
|
N/A
|
TRG Properties-Waterside L.L.C.
|
Delaware
|
N/A
|
TRG Sarasota Company LLC
|
Delaware
|
N/A
|
TRG Short Hills LLC
|
Delaware
|
N/A
|
TRG Stamford Holdings, L.L.C.
|
Delaware
|
N/A
|
TRG SunValley LLC
|
Delaware
|
N/A
|
TRG/F-T Waterside, L.L.C.
|
Delaware
|
N/A
|
TRG-Fairfax L.L.C.
|
Delaware
|
N/A
|
TRG-Waikiki LLC
|
Delaware
|
N/A
|
Twelve Oaks Mall LLC
|
Michigan
|
Twelve Oaks Mall
|
Woodland GP, Inc.
|
Delaware
|
N/A
|
Woodland Holdings Investments LLC
|
Delaware
|
N/A
|
Woodland Shopping Center Limited Partnership
|
Delaware
|
N/A
|
2.
|
Based on my knowledge, this
annual
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 27, 2018
|
/s/ Robert S. Taubman
|
|
|
Robert S. Taubman
|
|
|
Chairman of the Board of Directors, President, and Chief Executive Officer
|
2.
|
Based on my knowledge, this
annual
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 27, 2018
|
/s/ Simon J. Leopold
|
|
|
Simon J. Leopold
|
|
|
Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
/s/ Robert S. Taubman
|
Date:
|
February 27, 2018
|
Robert S. Taubman
|
|
|
Chairman of the Board of Directors, President, and Chief Executive Officer
|
|
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
/s/ Simon J. Leopold
|
Date:
|
February 27, 2018
|
Simon J. Leopold
|
|
|
Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 99
|
||||||||||||||||||||||
|
|
UNCONSOLIDATED JOINT VENTURES OF THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
REAL ESTATE AND ACCUMULATED DEPRECIATION
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
Initial Cost to Company
|
|
|
|
Gross Amount at Which Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
Land
|
|
Buildings, Improvements, and Equipment
|
|
Cost Capitalized Subsequent to Acquisition
|
|
Land
|
|
Buildings, Improvements, and Equipment
|
|
Total
|
|
Accumulated Depreciation (A/D)
|
|
Total Cost Net of A/D
|
|
Encumbrances
|
|
Year Opened / Expanded
|
|
Year Acquired
|
|
Depreciable Life
|
||||||||||||||||||
Shopping Centers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
CityOn.Xi'an, Xi'an,China
|
|
$
|
40,779
|
|
|
$
|
249,362
|
|
|
|
|
$
|
40,779
|
|
|
$
|
249,362
|
|
|
$
|
290,141
|
|
|
$
|
17,959
|
|
|
$
|
272,182
|
|
|
|
|
2016
|
|
|
|
50 Years
|
||||
CityOn.Zhengzhou, Zhengzhou,China
|
|
52,889
|
|
|
273,422
|
|
|
|
|
52,889
|
|
|
273,422
|
|
|
326,311
|
|
|
9,418
|
|
|
316,893
|
|
|
$
|
92,537
|
|
|
2017
|
|
|
|
50 Years
|
|||||||||
Country Club Plaza, Kansas City, MO
|
|
29,917
|
|
|
525,244
|
|
|
$
|
5,162
|
|
|
29,917
|
|
|
530,406
|
|
|
560,323
|
|
|
27,335
|
|
|
532,988
|
|
|
320,000
|
|
|
1922 / 1977 / 2000 / 2015
|
|
2016
|
|
50 Years
|
||||||||
Fair Oaks, Fairfax, VA
|
|
7,666
|
|
|
33,147
|
|
|
109,093
|
|
|
7,666
|
|
|
142,240
|
|
|
149,906
|
|
|
81,150
|
|
|
68,756
|
|
|
260,402
|
|
|
1980 / 1987 / 1988 / 2000
|
|
|
|
55 Years
|
|||||||||
International Plaza, Tampa, FL
|
|
|
|
281,473
|
|
|
37,779
|
|
|
|
|
319,252
|
|
|
319,252
|
|
|
138,504
|
|
|
180,748
|
|
|
475,133
|
|
|
2001 / 2015
|
|
|
|
50 Years
|
|||||||||||
The Mall at Millenia, Orlando, FL
|
|
22,517
|
|
|
177,322
|
|
|
3,464
|
|
|
22,517
|
|
|
180,786
|
|
|
203,303
|
|
|
83,163
|
|
|
120,140
|
|
|
450,000
|
|
|
2002
|
|
|
|
50 Years
|
|||||||||
Stamford Town Center, Stamford, CT
|
|
9,537
|
|
|
40,044
|
|
|
101,302
|
|
|
9,537
|
|
|
141,346
|
|
|
150,883
|
|
|
80,701
|
|
|
70,182
|
|
|
|
|
1982 / 2007
|
|
|
|
40 Years
|
||||||||||
Starfield Hanam, Hanam, South Korea
|
|
261,620
|
|
|
655,624
|
|
|
|
|
261,620
|
|
|
655,624
|
|
|
917,244
|
|
|
40,896
|
|
|
876,348
|
|
|
344,430
|
|
|
2016
|
|
|
|
50 Years
|
||||||||||
Sunvalley, Concord, CA
|
|
350
|
|
|
65,740
|
|
|
56,073
|
|
|
350
|
|
|
121,813
|
|
|
122,163
|
|
|
71,271
|
|
|
50,892
|
|
|
172,769
|
|
|
1967 / 1981
|
|
2002
|
|
40 Years
|
|||||||||
The Mall at University Town Center, Sarasota, FL
|
|
78,008
|
|
|
231,592
|
|
|
7,392
|
|
|
78,008
|
|
|
238,984
|
|
|
316,992
|
|
|
40,925
|
|
|
276,067
|
|
|
280,000
|
|
|
2014
|
|
|
|
50 Years
|
|||||||||
Waterside Shops, Naples, FL
|
|
12,604
|
|
|
66,930
|
|
|
72,556
|
|
|
12,604
|
|
|
139,486
|
|
|
152,090
|
|
|
56,423
|
|
|
95,667
|
|
|
165,000
|
|
|
1992 / 2006 / 2008
|
|
2003
|
|
50 Years
|
|||||||||
Westfarms, Farmington, CT
|
|
5,287
|
|
|
38,638
|
|
|
157,561
|
|
|
5,287
|
|
|
196,199
|
|
|
201,486
|
|
|
119,933
|
|
|
81,553
|
|
|
289,048
|
|
|
1974 / 1983 / 1997
|
|
|
|
34 Years
|
|||||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Taubman Land Associates
(Sunvalley), Concord, CA
|
|
42,693
|
|
|
|
|
|
|
42,693
|
|
|
|
|
42,693
|
|
|
|
|
42,693
|
|
|
21,677
|
|
|
2006
|
|
|
|
|
|||||||||||||
Peripheral Land
|
|
4
|
|
|
|
|
|
|
4
|
|
|
|
|
4
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction in Process and Development
- Pre-construction costs
|
|
|
|
|
|
4,099
|
|
|
|
|
4,099
|
|
|
4,099
|
|
|
|
|
4,099
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
|
$
|
563,871
|
|
|
$
|
2,638,538
|
|
|
$
|
554,481
|
|
|
$
|
563,871
|
|
|
$
|
3,193,019
|
|
|
$
|
3,756,890
|
|
(1)
|
$
|
767,678
|
|
|
$
|
2,989,212
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|