UNITED
STATES
|
|||
SECURITIES
AND EXCHANGE COMMISSION
|
|||
WASHINGTON,
D.C. 20549
|
|||
FORM
10-K
|
|||
x
|
ANNUAL
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
||
For
the
fiscal year ended December 31, 2006.
|
|||
OR
|
|||
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
||
For
the
transition period from ___________________ to
_________________
|
|||
Commission
File Number 1-11530
|
|||
TAUBMAN
CENTERS, INC.
|
|||
(Exact
Name
of Registrant as Specified in Its Charter)
|
|||
Michigan
|
38-2033632
|
||
(State
or
other jurisdiction of
|
(I.R.S.
Employer
|
||
incorporation
or organization)
|
Identification
No.)
|
||
200
East Long
Lake Road
|
|||
Suite
300,
P.O. Box 200
|
|||
Bloomfield
Hills, Michigan
|
48303-0200
|
||
(Address
of
principal executive office)
|
(Zip
Code)
|
||
Registrant's
telephone number, including area code:
|
(248)
258-6800
|
||
Securities
registered pursuant to Section 12(b) of the Act:
|
|||
Name
of each
exchange
|
|||
Title
of
each class
|
on
which
registered
|
||
Common
Stock,
|
New
York Stock
Exchange
|
||
$0.01
Par
Value
|
|||
8%
Series G
Cumulative
|
New
York Stock
Exchange
|
||
Redeemable
Preferred Stock,
|
|||
No
Par
Value
|
|||
7.625%
Series
H Cumulative
|
New
York Stock
Exchange
|
||
Redeemable
Preferred Stock,
|
|||
No
Par
Value
|
|||
Securities
registered pursuant to Section 12(g) of the Act:
None
|
|||
Indicate
by
check mark if the registrant is a well-known seasoned issuer, as
defined
in Rule 405 of the Securities Act. x
Yes o
No
|
|||
Indicate
by
check mark if the registrant is not required to file reports pursuant
to
Section 13 or Section 15(d) of the Act. o Yes x
No
|
|||
Indicate
by
check mark whether the registrant (1) has filed all reports required
to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during
the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such
filing
requirements for the past 90 days. x
Yes o
No
|
|||
Indicate
by
check mark if disclosure of delinquent filers pursuant to Item 405
of
Regulation S-K is not contained herein, and will not be contained,
to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any
amendment to this Form 10-K. o
|
|||
Indicate
by
check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
"accelerate filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act).
Large
Accelerated Filer x
Accelerated
Filer o
Non-Accelerated Filer o
|
|||
Indicate
by
check mark whether the registrant is a shell company (as defined
in Rule
12b-2 of the Exchange Act). o
Yes x
No
|
|||
The
aggregate
market value of the 52,564,093 shares of Common Stock held by
non-affiliates of the registrant as of February 26, 2007 was $2.1
billion,
based upon the closing price $40.90 on the New York Stock Exchange
composite tape on June 30, 2006. (For this computation, the registrant
has
excluded the market value of all shares of its Common Stock held
by
directors of the registrant and certain other shareholders; such
exclusion
shall not be deemed to constitute an admission that any such person
is an
"affiliate" of the registrant.) As of February 26, 2007, there were
outstanding 53,594,244 shares of Common Stock.
|
|||
DOCUMENTS
INCORPORATED BY REFERENCE
|
|||
Portions
of
the proxy statement for the annual shareholders meeting to be held
in 2007
are incorporated by reference into Part
III.
|
PART
I
|
||
Item
1.
|
Business
|
2
|
Item
1A.
|
Risk
Factors
|
13
|
Item
1B.
|
Unresolved
Staff Comments
|
13
|
Item
2.
|
Properties
|
13
|
Item
3.
|
Legal
Proceedings
|
17
|
Item
4.
|
Submission
of
Matters to a Vote of Security Holders
|
17
|
PART
II
|
||
Item
5.
|
Market
for
Registrant’s Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities
|
17
|
Item
6.
|
Selected
Financial Data
|
19
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
20
|
Item
7A.
|
Quantitative
and Qualitative Disclosure About Market Risk
|
47
|
Item
8.
|
Financial
Statements and Supplementary Data
|
47
|
Item
9.
|
Changes
in
and Disagreements with Accountants on Accounting and Financial
Disclosure
|
47
|
Item
9A.
|
Controls
and
Procedures
|
47
|
Item
9B.
|
Other
Information
|
47
|
PART
III
|
||
Item
10.
|
Directors,
Executive Officers, and Corporate Governance
|
47
|
Item
11.
|
Executive
Compensation
|
48
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
48
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
48
|
Item
14.
|
Principal
Accountant Fees and Services
|
48
|
Item
15.
|
Exhibits
and
Financial Statement Schedules
|
49
|
· |
are
strategically located in major metropolitan areas, many in communities
that are among the most affluent in the country, including Atlantic
City,
Charlotte, Dallas, Denver, Detroit, Los Angeles, Miami, New York
City,
Orlando, Phoenix, San Francisco, Tampa, and Washington,
D.C.;
|
· |
range
in size
between 242,000 and 1.6 million square feet of GLA and between 197,000
and
624,000 square feet of Mall GLA. The smallest center has approximately
60
stores, and the largest has over 200 stores. Of the 22 centers, 19
are
super-regional shopping centers;
|
· |
have
approximately 3,000 stores operated by their mall tenants under
approximately 1,000 trade names;
|
· |
have
64
anchors, operating under 15 trade names;
|
· |
lease
most of
Mall GLA to national chains, including subsidiaries or divisions
of The
Limited (The Limited, Express, Victoria's Secret, and others), Gap
(Gap,
Gap Kids, Banana Republic, Old Navy, and others), and Foot Locker,
Inc.
(Foot Locker, Lady Foot Locker, Champs Sports, and others);
and
|
· |
are
among the
most productive (measured by mall tenants' average sales per square
foot)
in the United States. In 2006, mall tenants had average sales per
square
foot of $539, which is significantly greater than the average for
all
regional shopping centers owned by public
companies.
|
· |
offer
a
large, diverse selection of retail stores in each center to give
customers
a broad selection of consumer goods and variety of price
ranges;
|
· |
endeavor
to
increase overall mall tenants' sales by leasing space to a constantly
changing mix of tenants, thereby increasing achievable
rents;
|
· |
seek
to
anticipate trends in the retailing industry and emphasize ongoing
introductions of new retail concepts into our centers. Due in part
to this
strategy, a number of successful retail trade names have opened their
first mall stores in the centers. In addition, we have brought to
the
centers "new to the market" retailers. We believe that the execution
of
this leasing strategy has been unique in the industry and is an important
element in building and maintaining customer loyalty and increasing
mall
productivity; and
|
· |
provide
innovative initiatives that utilize technology and the Internet to
heighten the shopping experience, build customer loyalty and increase
tenant sales. Our Taubman Center website program connects shoppers
and
retailers through an interactive content-driven website. We also
offer our
shoppers a robust direct email program, which allows them to receive,
each
week, information featuring what’s on sale and what’s new at the stores
they select.
|
Completion
Date
|
Center
|
Location
|
June
2006
(1)
|
The
Pier
Shops at Caesars
|
Atlantic
City, New Jersey
|
September
2005
|
Northlake
Mall
|
Charlotte,
North Carolina
|
Completion
Date
|
Center
|
Location
|
October
2006
|
Land
under
Sunvalley
|
Concord,
California
|
July
2004
|
International
Plaza
|
Tampa,
Florida
|
additional
interest (2)
|
||
January
2004
|
Beverly
Center
|
Los
Angeles,
California
|
additional
interest (3)
|
Completion
Date
|
Center
|
Location
|
September
2006
|
Waterside
Shops at Pelican Bay
|
Naples,
Florida
|
(1) |
Began
opening
in phases.
|
(2) |
In
July 2004,
an additional 23.6% interest in the center was
acquired.
|
(3) |
In
January
2004, the joint venture partner’s 30% interest in the center was
acquired.
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
||||
Average
rent
per square foot:
|
||||||||||||||||
Consolidated
Businesses
|
$
|
43.20
|
$
|
41.41
|
$
|
40.98
|
$
|
40.06
|
$
|
42.31
|
||||||
Unconsolidated
Joint Ventures
|
41.03
|
42.28
|
42.09
|
42.75
|
42.03
|
|||||||||||
Opening
base
rent per square foot:
|
||||||||||||||||
Consolidated
Businesses
|
$
|
42.24
|
$
|
42.38
|
$
|
44.35
|
$
|
43.41
|
$
|
45.91
|
||||||
Unconsolidated
Joint Ventures
|
42.98
|
44.90
|
44.67
|
40.06
|
43.03
|
|||||||||||
Square
feet
of GLA opened:
|
||||||||||||||||
Consolidated
Businesses
|
941,163
|
682,305
|
688,020
|
512,105
|
429,705
|
|||||||||||
Unconsolidated
Joint Ventures
|
306,461
|
400,477
|
337,679
|
498,950
|
344,311
|
|||||||||||
Closing
base
rent per square foot:
|
||||||||||||||||
Consolidated
Businesses
|
$
|
39.73
|
$
|
40.59
|
$
|
44.54
|
$
|
40.80
|
$
|
43.47
|
||||||
Unconsolidated
Joint Ventures
|
42.49
|
44.26
|
51.40
|
41.28
|
41.63
|
|||||||||||
Square
feet
of GLA closed:
|
||||||||||||||||
Consolidated
Businesses
|
894,770
|
650,701
|
499,098
|
628,626
|
299,234
|
|||||||||||
Unconsolidated
Joint Ventures
|
246,704
|
366,932
|
280,393
|
470,143
|
362,747
|
|||||||||||
Releasing
spread per square foot:
|
||||||||||||||||
Consolidated
Businesses
|
$
|
2.51
|
$
|
1.79
|
$
|
(0.19
|
)
|
$
|
2.61
|
$
|
2.44
|
|||||
Unconsolidated
Joint Ventures
|
0.49
|
0.64
|
(6.73
|
)
|
(1.22
|
)
|
1.40
|
Lease
Expiration
Year
|
Number
of
Leases
Expiring
|
Leased
Area
in
Square
Footage
|
Annualized
Base Rent
Under
Expiring Leases
(in
thousands of dollars)
|
Annualized
Base Rent
Under
Expiring
Leases
Per
Square
Foot
|
Percent
of
Total
Leased
Square
Footage
Represented
by
Expiring
Leases
|
2007 (1)
|
140
|
414,098
|
16,487
|
$39.81
|
4.1%
|
2008
|
258
|
729,423
|
30,372
|
41.64
|
7.3
|
2009
|
296
|
759,318
|
32,170
|
42.37
|
7.6
|
2010
|
224
|
590,268
|
27,847
|
47.18
|
5.9
|
2011
|
434
|
1,333,204
|
54,253
|
40.69
|
13.3
|
2012
|
299
|
1,064,200
|
48,056
|
45.16
|
10.6
|
2013
|
256
|
983,699
|
41,179
|
41.86
|
9.8
|
2014
|
197
|
721,516
|
27,776
|
38.50
|
7.2
|
2015
|
237
|
934,797
|
34,725
|
37.15
|
9.3
|
2016
|
243
|
919,426
|
36,662
|
39.87
|
9.2
|
(1) |
Excludes
leases that expire in 2007 for which renewal leases or leases with
replacement tenants have been executed as of December 31,
2006.
|
2006
|
2005
|
2004
|
|
All
Centers:
|
|||
Leased
space
|
92.5%
|
91.7%
|
90.7%
|
Ending
occupancy
|
91.3
|
90.0
|
89.6
|
Average
occupancy
|
89.2
|
88.9
|
87.4
|
Comparable
Centers:
|
|||
Leased
space
|
92.3%
|
91.5%
|
90.7%
|
Ending
occupancy
|
91.2
|
90.2
|
89.6
|
Average
occupancy
|
89.1
|
89.1
|
87.4
|
Tenant
|
#
of
Stores
|
Square
Footage
|
%
of
Mall
GLA
|
Limited
(The
Limited, Express, Victoria's Secret, and others)
|
64
|
476,358
|
4.7%
|
Gap
(Gap, Gap
Kids, Banana Republic, Old Navy, and others)
|
41
|
338,560
|
3.3
|
Forever
21
(Forever 21, XXI Forever, and others)
|
19
|
255,803
|
2.5
|
Abercrombie
& Fitch (Abercrombie & Fitch, Hollister, and
others)
|
34
|
250,475
|
2.5
|
Foot
Locker
(Foot Locker, Lady Foot Locker, Champs Sports, and others)
|
43
|
221,250
|
2.2
|
Williams-Sonoma
(Williams-Sonoma, Pottery Barn, Pottery Barn Kids)
|
28
|
215,629
|
2.1
|
Talbots
(Talbots, J. Jill)
|
32
|
185,587
|
1.8
|
Ann
Taylor
|
31
|
180,307
|
1.8
|
The
TJX
Companies (Marshalls, T.J. Maxx)
|
4
|
151,313
|
1.5
|
Luxottica
(Lenscrafters, Sunglass Hut International, Things Remembered, and
others)
|
62
|
118,074
|
1.2
|
· |
changes
in
the national, regional, and/or local economic and geopolitical climates;
|
· |
increases
in
operating costs;
|
· |
the
public
perception of the safety of customers at our shopping
centers;
|
· |
legal
liabilities;
|
· |
availability
and cost of financing;
|
· |
changes
in
government regulations; and
|
· |
changes
in
real estate zoning and tax laws.
|
· |
the
pre-construction phase for a regional center typically extends over
several years, and the time to obtain anchor commitments, zoning
and
regulatory approvals, and public financing can vary significantly
from
project to project;
|
· |
we
may not be
able to obtain the necessary zoning or other governmental approvals
for a
project, or we may determine that the expected return on a project
is not
sufficient; if we abandon our development activities with respect
to a
particular project, we may incur a loss on our investment;
|
· |
construction
and other project costs may exceed our original estimates because
of
increases in material and labor costs, delays and costs to obtain
anchor
and tenant commitments;
|
· |
we
may not be
able to obtain financing or to refinance construction loans, which
are
generally recourse to TRG; and
|
· |
occupancy
rates and rents at a completed project may not meet our projections,
and
the costs of development activities that we explore but ultimately
abandon
will, to some extent, diminish the overall return on our completed
development projects.
|
· |
adverse
effects of changes in exchange rates for foreign
currencies;
|
· |
changes
in
foreign political environments;
|
· |
difficulties
of complying with a wide variety of foreign laws including corporate
governance, operations, taxes, and litigation;
|
· |
changes
in
and/or difficulties in complying with applicable laws and regulations
in
the United States that affect foreign operations, including the Foreign
Corrupt Practices Act;
|
· |
difficulties
in managing international operations, including difficulties that
arise
from ambiguities in contracts written in foreign languages; and
|
· |
obstacles
to
the repatriation of earnings and cash.
|
Number
of
Employees
|
|
Center
Operations
|
206
|
Property
Management
|
133
|
Leasing
and
Tenant Coordination
|
60
|
Development
|
25
|
Financial
Services
|
62
|
Other
|
61
|
Total
|
547
|
Center
|
Anchors
|
Sq.
Ft of GLA/Mall GLA
as
of 12/31/06
|
Year
Opened/
Expanded
|
Year
Acquired
|
Ownership
%
as
of
12/31/06
|
Consolidated
Businesses:
|
|||||
Beverly
Center
|
Bloomingdales,
Macy’s
|
884,000
|
1982
|
100%
|
|
Los
Angeles,
CA
|
576,000
|
||||
Cherry
Creek
Shopping Center
|
Macy’s,
Neiman Marcus, Nordstrom (2007),
|
1,023,000 (1)
|
1990/1998
|
50%
|
|
Denver,
CO
|
Saks
Fifth
Avenue
|
550,000
|
|||
Dolphin
Mall
|
Bass
Pro
Shops Outdoor World (2007), Burlington Coat
|
1,315,000
|
2001
|
100%
|
|
Miami,
FL
|
Factory,
Cobb
Theatres, Dave & Busters, Marshalls, Neiman
|
624,000
|
|||
Marcus-Last
Call, Off 5th
Saks, The
Sports Authority
|
|||||
Fairlane
Town
Center
|
JCPenney,
Macy’s, Off 5th
Saks,
Sears
|
1,513,000 (2)
|
1976/1978/
|
100%
|
|
Dearborn,
MI
|
623,000
|
1980/2000
|
|||
(Detroit
Metropolitan Area)
|
|||||
Great
Lakes
Crossing
|
AMC
Theaters,
Bass Pro Shops Outdoor World, Circuit City,
|
1,360,000
|
1998
|
100%
|
|
Auburn
Hills,
MI
|
GameWorks,
Neiman Marcus-Last Call, Off 5th
Saks
|
545,000
|
|||
(Detroit
Metropolitan Area)
|
|||||
International
Plaza
|
Dillard’s,
Neiman Marcus, Nordstrom, Robb & Stucky
|
1,221,000
|
2001
|
50%
|
|
Tampa,
FL
|
579,000
|
||||
MacArthur
Center
|
Dillard’s,
Nordstrom
|
933,000
|
1999
|
95%
|
|
Norfolk,
VA
|
519,000
|
||||
Northlake
Mall
|
Belk,
Dick’s
Sporting Goods, Dillard’s, Macy’s
|
1,072,000
|
2005
|
100%
|
|
Charlotte,
NC
|
466,000
|
||||
Regency
Square
|
JCPenney,
Macy’s (two locations), Sears
|
823,000
|
1975/1987
|
1997
|
100%
|
Richmond,
VA
|
236,000
|
||||
The
Mall at
Short Hills
|
Bloomingdale’s,
Macy’s, Neiman Marcus, Nordstrom, Saks
|
1,340,000
|
1980/1994/
|
100%
|
|
Short
Hills,
NJ
|
Fifth
Avenue
|
518,000
|
1995
|
||
Stony
Point
Fashion Park
|
Dick’s
Sporting Goods, Dillard’s, Saks Fifth Avenue
|
662,000
|
2003
|
100%
|
|
Richmond,
VA
|
296,000
|
||||
Twelve
Oaks
Mall
|
JCPenney,
Lord & Taylor, Macy’s, Nordstrom (2007), Sears
|
1,190,000 (3)
|
1977/1978
|
100%
|
|
Novi,
MI
|
452,000
|
||||
(Detroit
Metropolitan Area)
|
|||||
The
Mall at
Wellington Green
|
City
Furniture and Ashley Furniture Home Store, Dillard’s,
|
1,274,000
|
2001/2003
|
90%
|
|
Wellington,
FL
|
JCPenney,
Macy’s, Nordstrom
|
461,000
|
|||
(Palm
Beach
County)
|
|||||
The
Shops at
Willow Bend
|
Dillard’s,
Macy’s, Neiman Marcus, Saks Fifth Avenue
|
1,388,000 (4)
|
2001/2004
|
100%
|
|
Plano,
TX
|
530,000
|
||||
(Dallas
Metropolitan Area)
|
|||||
Total
GLA
|
15,998,000
|
||||
Total
Mall
GLA
|
6,975,000
|
||||
TRG%
of Total
GLA
|
14,702,000
|
||||
TRG%
of Total
Mall GLA
|
6,338,000
|
||||
Unconsolidated
Joint Ventures:
|
|
||||
Arizona
Mills
|
GameWorks,
Harkins Cinemas, JCPenney Outlet, Neiman
|
1,231,000
|
1997
|
50%
|
|
Tempe,
AZ
|
Marcus-Last
Call, Off 5th
Saks
|
527,000
|
|||
(Phoenix
Metropolitan Area)
|
|||||
Fair
Oaks
|
JCPenney,
Lord & Taylor, Macy’s (two locations), Sears
|
1,571,000
|
1980/1987/
|
50%
|
|
Fairfax,
VA
|
566,000
|
1988/2000
|
|||
(Washington,
DC Metropolitan Area)
|
|||||
The
Mall at
Millenia
|
Bloomingdale’s,
Macy’s, Neiman Marcus
|
1,115,000
|
2002
|
50%
|
|
Orlando,
FL
|
515,000
|
||||
The
Pier
Shops at Caesars
|
303,000
|
2006
|
(5)
|
||
Atlantic
City, NJ
|
303,000
|
||||
Stamford
Town
Center
|
Macy’s,
Saks
Fifth Avenue
|
852,000 (6)
|
1982
|
50%
|
|
Stamford,
CT
|
359,000
|
||||
Sunvalley
|
JCPenney,
Macy’s (two locations), Sears
|
1,326,000
|
1967/1981
|
2002
|
50%
|
Concord,
CA
|
486,000
|
||||
(San
Francisco Metropolitan Area)
|
|||||
Waterside
Shops at Pelican Bay
|
Nordstrom
(2008), Saks Fifth Avenue
|
242,000
|
1992/2006
|
2003
|
25%
|
Naples,
FL
|
197,000
|
||||
Westfarms
|
JCPenney,
Lord & Taylor, Macy’s, Macy’s Men’s Store/
|
1,290,000
|
1974/1983/
|
79%
|
|
West
Hartford, CT
|
Furniture
Gallery, Nordstrom
|
520,000
|
1997
|
||
Total
GLA
|
7,930,000
|
||||
Total
Mall
GLA
|
3,473,000
|
||||
TRG%
of Total
GLA
|
4,127,000
|
||||
TRG%
of Total
Mall GLA
|
1,687,000
|
||||
Grand
Total GLA
|
23,928,000
|
||||
Grand
Total Mall GLA
|
10,448,000
|
||||
TRG%
of Total GLA
|
18,829,000
|
||||
TRG%
of Total Mall GLA
|
8,025,000
|
(1) |
Nordstrom
will
occupy the former Lord & Taylor space, which closed on April
2005.
|
(2) |
GLA
includes
the former Lord & Taylor store, which closed in June
2006.
|
(3) |
In
addition to
the 2007 Nordstrom addition, an expansion and renovation of Macy’s and
additional store space will open in September
2007.
|
(4) |
GLA
includes
the former Lord & Taylor store, which closed in April
2005.
|
(5) |
The
Company is
in final negotiations to increase its ownership from 30% to
50%.
|
(6) |
GLA
includes
the space formerly occupied by Filene’s, which is 100% leased and will
include a mix of stores and restaurants. The expected opening date
is
November 2007.
|
Name
|
Number
of
Anchor
Stores
|
12/31/06
GLA
(in
thousands)
|
%
of
GLA
|
||
Belk
|
1
|
180
|
0.9%
|
||
|
|||||
City
Furniture and Ashley Furniture Home Store
|
1
|
140
|
0.7%
|
||
Dick’s
Sporting Goods
|
2
|
159
|
0.8%
|
||
Dillard’s
|
6
|
1,335
|
6.8%
|
||
Federated
|
|||||
Macy’s
|
17
|
3,394
|
|||
Bloomingdale’s
|
3
|
614
|
|||
Lord
& Taylor
|
3
|
397
|
|||
Macy’s
Men’s Store/Furniture Gallery
|
1
|
80
|
|||
Total
|
24
|
4,485
|
22.7%
|
||
JCPenney
|
7
|
1,266
|
6.4%
|
||
Neiman
Marcus
(1)
|
5
|
556
|
2.8%
|
||
Nordstrom
(2)
|
5
|
796
|
4.0%
|
||
Robb
&
Stucky
|
1
|
119
|
0.6%
|
||
Saks
|
|||||
Saks
Fifth Avenue
|
6
|
467
|
|||
Off
5th
Saks
(3)
|
1
|
93
|
|||
Total
|
7
|
560
|
2.8%
|
||
Sears
|
5
|
1,104
|
5.6%
|
||
Total
|
64
|
10,700
|
54.3%
(4)
|
(1) |
Excludes
three
Neiman Marcus-Last Call stores at value
centers.
|
(2) |
Nordstrom
will
open at Cherry Creek and Twelve Oaks in Fall 2007, and Waterside
in
2008.
|
(3) |
Excludes
three
Off 5th Saks stores at value
centers.
|
(4) |
Percentages
in
table may not add due to rounding.
|
Centers
Consolidated in
TCO’s
Financial Statements
|
Stated
Interest
Rate
|
|
|
Principal
Balance as
of
12/31/06
(thousands
of
dollars)
|
|
|
Annual
Debt
Service
(thousands
of
dollars)
|
|
|
Maturity
Date
|
|
|
Balance
Due on Maturity (thousands
of
dollars)
|
|
Earliest
Prepayment Date
|
||
Beverly
Center
|
5.28%
|
343,608
|
23,101
|
(1) |
02/11/14
|
303,277
|
01/16/07
|
(2)
|
|||||||||
Cherry
Creek
Shopping
Center (50%)
|
5.24%
|
280,000
|
Interest
Only
|
06/18/16
|
280,000
|
05/11/09
|
(2)(3)
|
||||||||||
Dolphin
Mall
|
LIBOR+0.70%
|
5,000
|
(4)
|
Interest
Only
|
02/14/09
|
(5) |
5,000
|
2
Days Notice
|
(6)
|
||||||||
Fairlane
Town
Center
|
LIBOR+0.70%
|
55,000
|
(4)
|
Interest
Only
|
02/14/09
|
(5) |
55,000
|
2
Days Notice
|
(6)
|
||||||||
Great
Lakes
Crossing
|
5.25%
|
142,908
|
10,006
|
(1) |
03/11/13
|
125,507
|
30
Days Notice
|
(2)
|
|||||||||
International
Plaza (50.1%)
|
4.21%
|
(7) |
178,719
|
(7)
|
11,274
|
(1) |
01/08/08
|
(8) |
175,150
|
30
Days Notice
|
(9)
|
||||||
MacArthur
Center (95%)
|
7.59%
|
(10) |
138,243
|
(10)
|
12,400
|
(1) |
10/01/10
|
126,884
|
30
Days Notice
|
(2)
|
|||||||
Northlake
Mall
|
5.41%
|
215,500
|
Interest
Only
|
02/06/16
|
215,500
|
3/23/08
|
(11)
|
||||||||||
The
Mall at
Partridge Creek
|
LIBOR+1.15%
|
22,010
|
Interest
Only
|
09/07/10
|
22,010
|
3
Days Notice
|
(6)
|
||||||||||
Regency
Square
|
6.75%
|
77,812
|
6,421
|
(1)
|
11/01/11
|
71,569
|
60
Days Notice
|
(12)
|
|||||||||
The
Mall at
Short Hills
|
5.47%
|
540,000
|
Interest
Only
|
12/14/15
|
540,000
|
01/01/11
|
(13)
|
||||||||||
Stony
Point
Fashion Park
|
6.24%
|
111,864
|
8,488
|
(1) |
06/01/14
|
98,585
|
08/13/06
|
(11)
|
|||||||||
The
Mall at
Wellington Green
(90%)
|
5.44%
|
200,000
|
Interest
Only
|
05/06/15
|
200,000
|
06/24/07
|
(11)
|
||||||||||
Twelve
Oaks
Mall
|
LIBOR+0.70%
|
0
|
(4)
|
Interest
Only
|
02/09/07
|
(5) |
0
|
2
Days Notice
|
(6)
|
||||||||
Other
Consolidated Secured Debt
|
|
||||||||||||||||
TRG
Credit
Facility
|
Variable
Bank
Rate
|
(14) |
8,075
|
Interest
Only
|
02/14/08
|
8,075
|
At
Any Time
|
(6)
|
|||||||||
Centers
Owned by Unconsolidated Joint
Ventures/TRG’s
% Ownership
|
|||||||||||||||||
Arizona
Mills
(50%)
|
7.90%
|
137,780
|
12,728
|
(1) |
10/05/10
|
130,419
|
30
Days Notice
|
(2)
|
|||||||||
Fair
Oaks
(50%)
|
6.60%
|
140,000
|
Interest
Only
|
04/01/08
|
140,000
|
30
Days Notice
|
(15)
|
||||||||||
The
Mall at
Millenia (50%)
|
5.46%
|
210,000
|
Interest
Only
|
(16)
|
04/09/13
|
195,255
|
30
Days Notice
|
(2)
|
|||||||||
Sunvalley
(50%)
|
5.67%
|
127,950
|
9,372
|
(1) |
11/01/12
|
114,056
|
30
Days Notice
|
(2)
|
|||||||||
Taubman
Land
Associates (50%)
|
LIBOR+0.90%
|
(17) |
30,000
|
Interest
Only
|
11/01/12
|
30,000
|
At
Any Time
|
(6)
|
|||||||||
Waterside
Shops at Pelican Bay
(25%)
|
5.54%
|
165,000
|
Interest
Only
|
10/07/16
|
165,000
|
09/28/09
|
(12)(18)
|
||||||||||
Westfarms
(79%)
|
6.10%
|
198,521
|
15,272
|
(1) |
07/11/12
|
179,028
|
30
Days Notice
|
(2)
|
(1) |
Amortizing
principal based on 30 years.
|
(2) |
No
defeasance
deposit required if paid within three months of maturity
date.
|
(3) |
Loan
may be
defeased earlier of 2 years from the date the final note is securitized
or
5/11/09.
|
(4) |
Subfacility
in
$350 million revolving line of credit. Facility may be increased
to $650
million subject to available lender commitments and additional secured
collateral.
|
(5) |
The
maturity
date may be extended one year.
|
(6) |
Prepayment
can
be made without penalty.
|
(7) |
Debt
is
reduced by $0.2 million of purchase accounting discount from acquisition
which increases the stated rate on the debt of 4.21% to an effective
rate
of 4.38%.
|
(8) |
The
operating
partnership has entered into three forward starting swaps totaling
$150
million to partially hedge the refinancing of this debt at maturity.
The
weighted average forward swap rate for these three swaps is 5.33%
excluding the credit spread.
|
(9) |
No
defeasance
deposit required if paid within one month of maturity
date.
|
(10) |
Debt
includes
$2.8 million of purchase accounting premium from acquisition which
reduces
the stated rate on the debt of 7.59% to an effective rate of
6.87%.
|
(11) |
No
defeasance
deposit required if paid within four months of maturity
date.
|
(12) |
No
defeasance
deposit required if paid within six months of maturity
date.
|
(13) |
Debt
may be
prepaid with a prepayment penalty equal to greater of yield maintenance
or
1% of principal prepaid. No prepayment penalty is due if prepaid
within
three months of maturity date. 30 days notice
required.
|
(14) |
The
facility
is a $40 million line of credit and is secured by an indirect interest
in
40% of Short Hills.
|
(15) |
Debt
may be
prepaid with a yield maintenance prepayment penalty. No prepayment
penalty
is due if prepaid within six months of maturity
date.
|
(16) |
Interest
only
through 4/9/08. Thereafter, principal will be amortized based on
30 years.
Annual debt service will be $14,245.
|
(17) |
Beginning
1/2/07, debt is swapped at 5.05% +0.90% credit spread. Effective
rate of
5.95% from 1/2/07 to 11/1/12.
|
(18) |
Loan
may be
defeased earlier of 2 years from the date the final note is securitized
or
9/28/09.
|
Market
Quotations
|
|||
2006
Quarter Ended
|
High
|
Low
|
Dividends
|
March
31
|
$43.77
|
$35.61
|
$0.305
|
June
30
|
42.01
|
36.85
|
0.305
|
September
30
|
44.42
|
39.43
|
0.305
|
December
31
|
50.86
|
44.77
|
0.375
|
Market
Quotations
|
|||
2005
Quarter Ended
|
High
|
Low
|
Dividends
|
March
31
|
$29.85
|
$26.60
|
$0.285
|
June
30
|
35.03
|
27.83
|
0.285
|
September
30
|
36.04
|
31.00
|
0.285
|
December
31
|
35.83
|
28.75
|
0.305
|
12/31/01
|
12/31/02
|
12/31/03
|
12/31/04
|
12/31/05
|
12/31/06
|
|
Taubman
Centers Inc.
|
$100.00
|
$116.86
|
$156.59
|
$237.57
|
$285.96
|
$431.11
|
MSCI
US REIT
Index
|
100.00
|
103.64
|
141.73
|
186.35
|
208.96
|
284.02
|
NAREIT
Equity
Retail REIT Index
|
100.00
|
121.07
|
177.69
|
249.18
|
278.58
|
359.40
|
S&P
500
Index
|
100.00
|
77.90
|
100.25
|
111.15
|
116.61
|
135.02
|
|
Year
Ended
December 31
|
|||||||||||||||
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
||||
|
(in
thousands
of dollars, except as noted)
|
|||||||||||||||
STATEMENT
OF
OPERATIONS DATA:
|
||||||||||||||||
Rents,
recoveries, and other shopping center revenues(1)
|
579,284
|
479,405
|
436,815
|
398,959
|
358,902
|
|||||||||||
Income
before
gain on disposition of interest in center,
discontinued
operations, and minority and preferred interests
|
95,140
|
57,432
|
59,970
|
31,292
|
42,015
|
|||||||||||
Gain
on
disposition of interest in center (2)
|
52,799
|
|||||||||||||||
Discontinued
operations (3)
|
328
|
50,881
|
13,816
|
|||||||||||||
Minority
interest in TRG
|
(36,870
|
)
|
(35,869
|
)
|
(35,694
|
)
|
(35,501
|
)
|
(32,826
|
)
|
||||||
TRG
preferred
distributions
|
(2,460
|
)
|
(2,460
|
)
|
(12,244
|
)
|
(9,000
|
)
|
(9,000
|
)
|
||||||
Net
income
(4)
|
45,117
|
71,735
|
12,378
|
37,836
|
14,426
|
|||||||||||
Preferred
dividends
|
(23,723
|
)
|
(27,622
|
)
|
(17,444
|
)
|
(16,600
|
)
|
(16,600
|
)
|
||||||
Net
income
(loss) allocable to common shareowners
|
21,394
|
44,113
|
(5,066
|
)
|
21,236
|
(2,174
|
)
|
|||||||||
Income
(loss)
from continuing operations per common share
-
diluted
|
0.41
|
0.87
|
(0.11
|
)
|
(0.13
|
)
|
(0.16
|
)
|
||||||||
Net
income
(loss) per common share - diluted
|
0.40
|
0.87
|
(0.10
|
)
|
0.41
|
(0.05
|
)
|
|||||||||
Dividends
declared per common share
|
1.290
|
1.160
|
1.095
|
1.050
|
1.025
|
|||||||||||
Weighted
average number of common shares outstanding -basic
|
52,661,024
|
50,459,314
|
49,021,843
|
50,387,616
|
51,239,237
|
|||||||||||
Weighted
average number of common shares outstanding - diluted
|
52,979,453
|
50,530,139
|
49,021,843
|
50,387,616
|
51,239,237
|
|||||||||||
Number
of
common shares outstanding at end of period
|
52,931,594
|
51,866,184
|
48,745,625
|
49,936,786
|
52,207,756
|
|||||||||||
Ownership
percentage of TRG at end of period
|
65
|
%
|
64
|
%
|
61
|
%
|
61
|
%
|
62
|
%
|
||||||
BALANCE
SHEET
DATA:
|
||||||||||||||||
Real
estate
before accumulated depreciation
|
3,398,122
|
3,081,324
|
2,936,964
|
2,519,922
|
2,393,428
|
|||||||||||
Total
assets
|
2,826,622
|
2,797,580
|
2,632,434
|
2,186,970
|
2,269,707
|
|||||||||||
Total
debt
|
2,319,538
|
2,089,948
|
1,930,439
|
1,495,777
|
1,463,725
|
|||||||||||
SUPPLEMENTAL
INFORMATION:
|
||||||||||||||||
Funds
from
Operations allocable to TCO (4)(5)
|
136,736
|
110,578
|
103,070
|
87,325
|
88,240
|
|||||||||||
Mall
tenant
sales (6)
|
4,348,826
|
4,124,534
|
3,728,010
|
3,417,572
|
3,113,620
|
|||||||||||
Sales
per
square foot (6)(7)
|
539
|
508
|
466
|
441
|
457
|
|||||||||||
Number
of
shopping centers at end of period
|
22
|
21
|
21
|
21
|
20
|
|||||||||||
Ending
Mall
GLA in thousands of square feet
|
10,448
|
10,029
|
9,982
|
9,988
|
9,850
|
|||||||||||
Leased
space
(8)(9)
|
92.5
|
%
|
91.7
|
%
|
90.7
|
%
|
89.8
|
%
|
90.3
|
%
|
||||||
Ending
occupancy (9)
|
91.3
|
%
|
90.0
|
%
|
89.6
|
%
|
87.4
|
%
|
87.0
|
%
|
||||||
Average
occupancy (9)
|
89.2
|
%
|
88.9
|
%
|
87.4
|
%
|
86.6
|
%
|
84.8
|
%
|
||||||
Average
base
rent per square foot (7):
|
||||||||||||||||
Consolidated
businesses:
|
||||||||||||||||
All
mall
tenants
|
$
|
43.20
|
$
|
41.41
|
$
|
40.98
|
$
|
40.06
|
$
|
42.31
|
||||||
Stores
opening during year
|
42.24
|
42.38
|
44.35
|
43.41
|
45.91
|
|||||||||||
Stores
closing during year
|
39.73
|
40.59
|
44.54
|
40.80
|
43.47
|
|||||||||||
Unconsolidated
Joint Ventures:
|
||||||||||||||||
All
mall
tenants
|
$
|
41.03
|
$
|
42.28
|
$
|
42.09
|
$
|
42.75
|
$
|
42.03
|
||||||
Stores
opening during year
|
42.98
|
44.90
|
44.67
|
40.06
|
43.03
|
|||||||||||
Stores
closing during year
|
42.49
|
44.26
|
51.40
|
41.28
|
41.63
|
2006
|
|
|
2005
|
|
|
2004
|
||||
Mall
tenant
sales (in thousands of dollars)
|
4,348,826
|
4,124,534
|
3,728,010
|
|||||||
Sales
per
square foot (1)
|
539
|
508
|
466
|
|||||||
Consolidated
Businesses:
|
||||||||||
Minimum
rents
|
9.1
|
%
|
9.3
|
%
|
10.0
|
%
|
||||
Percentage
rents
|
0.4
|
0.4
|
0.2
|
|||||||
Expense
recoveries
|
4.9
|
4.6
|
5.0
|
|||||||
Mall
tenant
occupancy costs as a percentage of mall
tenant
sales
|
14.4
|
%
|
14.3
|
%
|
15.2
|
%
|
||||
Unconsolidated
Joint Ventures:
|
||||||||||
Minimum
rents
|
8.3
|
%
|
8.9
|
%
|
9.7
|
%
|
||||
Percentage
rents
|
0.4
|
0.3
|
0.3
|
|||||||
Expense
recoveries
|
3.8
|
4.0
|
4.4
|
|||||||
Mall
tenant
occupancy costs as a percentage of mall
tenant
sales
|
12.5
|
%
|
13.2
|
%
|
14.4
|
%
|
(1) |
Sales
per
square foot is presented for the comparable centers, including value
centers.
|
2006
|
|
|
2005
|
|
|
2004
|
||||
Average
rent
per square foot:
|
||||||||||
Consolidated
Businesses
|
$
|
43.20
|
$
|
41.41
|
$
|
40.98
|
||||
Unconsolidated
Joint Ventures
|
41.03
|
42.28
|
42.09
|
|||||||
Opening
base
rent per square foot:
|
||||||||||
Consolidated
Businesses
|
$
|
42.24
|
$
|
42.38
|
$
|
44.35
|
||||
Unconsolidated
Joint Ventures
|
42.98
|
44.90
|
44.67
|
|||||||
Square
feet
of GLA opened:
|
||||||||||
Consolidated
Businesses
|
941,163
|
682,305
|
688,020
|
|||||||
Unconsolidated
Joint Ventures
|
306,461
|
400,477
|
337,679
|
|||||||
Closing
base
rent per square foot:
|
||||||||||
Consolidated
Businesses
|
$
|
39.73
|
$
|
40.59
|
$
|
44.54
|
||||
Unconsolidated
Joint Ventures
|
42.49
|
44.26
|
51.40
|
|||||||
Square
feet
of GLA closed:
|
||||||||||
Consolidated
Businesses
|
894,770
|
650,701
|
499,098
|
|||||||
Unconsolidated
Joint Ventures
|
246,704
|
366,932
|
280,393
|
|||||||
Releasing
spread per square foot:
|
||||||||||
Consolidated
Businesses
|
$
|
2.51
|
$
|
1.79
|
$
|
(0.19
|
)
|
|||
Unconsolidated
Joint Ventures
|
0.49
|
0.64
|
(6.73
|
)
|
2006
|
|
|
2005
|
|
|
2004
|
|
|||
All
Centers:
|
||||||||||
Leased
space
|
92.5
|
%
|
91.7
|
%
|
90.7
|
%
|
||||
Ending
occupancy
|
91.3
|
90.0
|
89.6
|
|||||||
Average
occupancy
|
89.2
|
88.9
|
87.4
|
|||||||
Comparable
Centers:
|
||||||||||
Leased
space
|
92.3
|
%
|
91.5
|
%
|
90.7
|
%
|
||||
Ending
occupancy
|
91.2
|
90.2
|
89.6
|
|||||||
Average
occupancy
|
89.1
|
89.1
|
87.4
|
|
Total
2006
|
|
|
4th
Quarter
2006
|
|
|
3rd
Quarter
2006
|
|
|
2nd
Quarter
2006
|
|
|
1st
Quarter
2006
|
|
||
|
(in
thousands
of dollars, except as indicated)
|
|||||||||||||||
Mall
tenant
sales
|
4,348,826
|
1,447,188
|
985,224
|
989,275
|
927,139
|
|||||||||||
Revenues
and
gains on land sales and
interest
income:
|
||||||||||||||||
Consolidated
Businesses
|
588,744
|
163,455
|
140,065
|
144,780
|
140,444
|
|||||||||||
Unconsolidated
Joint Ventures
|
253,486
|
72,584
|
63,772
|
58,554
|
58,576
|
|||||||||||
Occupancy:
|
||||||||||||||||
Ending-comparable
|
91.2
|
%
|
91.2
|
%
|
89.2
|
%
|
88.7
|
%
|
88.3
|
%
|
||||||
Average-comparable
|
89.1
|
90.4
|
88.9
|
88.6
|
88.4
|
|||||||||||
Ending
|
91.3
|
91.3
|
89.5
|
89.0
|
88.3
|
|||||||||||
Average
|
89.2
|
90.6
|
89.2
|
88.7
|
88.4
|
|||||||||||
Leased
space:
|
||||||||||||||||
Comparable
|
92.3
|
%
|
92.3
|
%
|
92.1
|
%
|
91.6
|
%
|
90.7
|
%
|
||||||
All
centers
|
92.5
|
92.5
|
92.4
|
91.8
|
90.9
|
|
Total
2006
|
|
|
4th
Quarter
2006
|
|
|
3rd
Quarter
2006
|
|
|
2nd
Quarter
2006
|
|
|
1st
Quarter
2006
|
|||
Consolidated
Businesses:
|
||||||||||||||||
Minimum
rents
|
9.1
|
%
|
7.1
|
%
|
9.9
|
%
|
9.9
|
%
|
10.5
|
%
|
||||||
Percentage
rents
|
0.4
|
0.8
|
0.3
|
0.1
|
0.4
|
|||||||||||
Expense
recoveries
|
4.9
|
4.2
|
4.9
|
5.6
|
4.8
|
|||||||||||
Mall
tenant
occupancy costs
|
14.4
|
%
|
12.1
|
%
|
15.1
|
%
|
15.6
|
%
|
15.7
|
%
|
||||||
Unconsolidated
Joint Ventures:
|
||||||||||||||||
Minimum
rents
|
8.3
|
%
|
6.4
|
%
|
9.2
|
%
|
9.1
|
%
|
9.7
|
%
|
||||||
Percentage
rents
|
0.4
|
0.8
|
0.3
|
0.2
|
0.2
|
|||||||||||
Expense
recoveries
|
3.8
|
3.2
|
4.1
|
4.1
|
3.9
|
|||||||||||
Mall
tenant
occupancy costs
|
12.5
|
%
|
10.4
|
%
|
13.6
|
%
|
13.4
|
%
|
13.8
|
%
|
Shopping
Center
|
Date
|
Location
|
Ownership
|
The
Pier
Shops at Caesars
|
June
2006
|
Atlantic
City, New Jersey
|
(1)
|
Northlake
Mall
|
September
2005
|
Charlotte,
North Carolina
|
Wholly-owned
|
Shopping
Center
|
Date
|
Former
Ownership
|
|
Woodland
|
December
2005
|
50%
owned
unconsolidated joint venture
|
|
Shopping
Center
|
Date
|
Acquisition
|
Resulting
Ownership
|
International
Plaza
|
July
2004
|
Additional
23.6% interest
|
50.1%
owned
consolidated joint venture
|
Beverly
Center
|
January
2004
|
Additional
30% interest
|
Wholly-owned
|
(1) |
See
“Planned
Capital Spending-New Centers”.
|
Date
|
Initial
Loan
Balance/Facility
|
Stated
Interest
Rate
|
Maturity
Date(1)
|
|
(in
millions
of dollars)
|
||||
Taubman
Land
Associates (Sunvalley)
|
December
2006
|
30
|
LIBOR+0.90%
(2)
|
November
2012
|
Waterside
Shops at Pelican Bay
|
September
2006
|
165
|
5.54%
|
October
2016
|
The
Mall at
Partridge Creek construction
facility (3)
|
September
2006
|
81
|
LIBOR+1.15%
|
September
2010
|
TRG
revolving
credit facility (4)
|
August
2006
|
350
|
LIBOR+0.70%
|
February
2009
|
Cherry
Creek
Shopping Center
|
May
2006
|
280
|
5.24%
|
June
2016
|
Northlake
Mall
|
February
2006
|
216
|
5.41%
|
February
2016
|
The
Mall at
Short Hills
|
December
2005
|
540
|
5.47%
|
December
2015
|
The
Mall at
Wellington Green
|
May
2005
|
200
|
5.44%
|
May
2015
|
TRG
revolving
credit facility
|
October
2004
|
350
|
LIBOR+0.80%
|
February
2008
(4)
|
Northlake
Mall construction facility
|
July
2004
|
142
|
LIBOR+1.75%
|
August
2007
(5)
|
Stony
Point
Fashion Park
|
June
2004
|
115
|
6.24%
|
June
2014
|
The
Mall at
Oyster Bay facility
|
May
2004
|
62
|
LIBOR+2.00%
|
March
2006
(6)
|
The
Mall at
Wellington Green
|
April
2004
|
140
|
LIBOR+1.50%
|
May
2007
(7)
|
Dolphin
Mall
|
February
2004
|
145
|
LIBOR+2.15%
|
February
2007
(8)
|
Beverly
Center
|
January
2004
|
348
|
5.28%
|
February
2014
|
(1) |
Excludes
any
options to extend the maturities (see the footnotes to our financial
statements regarding extension options).
|
(2) |
The
loan is
swapped at 5.95% (5.05% swap rate plus 0.90% credit spread) from
January
2, 2007 through the term of the loan.
|
(3) |
See
"Liquidity
and Capital Resources - Contractual
Obligations".
|
(4) |
TRG
revolving
credit facility was amended in August
2006.
|
(5) |
The
loan was
repaid in December 2005.
|
(6) |
The
loan was
repaid in February 2006.
|
(7) |
The
loan was
repaid in May 2005.
|
(8) |
The
remaining
balance on the loan was refinanced with the TRG revolving credit
facility
in August 2006.
|
#
of
shares/units
|
Amount
|
Price
per
share/unit
|
Date
|
|
(in millions of dollars)
|
||||
Redemptions
and Repurchases:
|
||||
Redemption
of
Series I Cumulative
Redeemable Preferred Stock (1)
|
4,520,000
|
113.0
|
$25.00
|
June
2006
|
Redemption
of
Series A Cumulative
Redeemable Preferred Stock (2)
|
4,520,000
|
113.0
|
25.00
|
May
2006
|
Redemption
of
Series A Cumulative
Redeemable Preferred Stock (3)
|
3,480,000
|
87.0
|
25.00
|
July
2005
|
Redemption
of
Series C and D Preferred
Partnership Equity (4)
|
100.0
|
November
2004
|
||
Stock
buybacks (5)
|
2,447,781
|
50.2
|
20.50
|
April-May
2004
|
Issuances:
|
||||
Issuance
of
Series I Cumulative
Redeemable Preferred Stock (6)
|
4,520,000
|
113.0
|
25.00
|
May
2006
|
Issuance
of
Series H Cumulative
Redeemable Preferred Stock (7)
|
3,480,000
|
87.0
|
25.00
|
July
2005
|
Issuance
of
Series G Cumulative
Redeemable Preferred Stock (8)
|
4,000,000
|
100.0
|
25.00
|
November
2004
|
Private
placement of 8.2% Series F
Cumulative Redeemable Preferred
Partnership
Equity
|
30.0
|
May
2004
|
||
TRG
units
issued in connection with
acquisition of additional interest in
Beverly Center (9)
|
276,724
|
7.6
|
27.50
|
January
2004
|
(1) |
A
$0.6 million
charge was recognized upon redemption of this preferred stock, comprised
of the difference between the redemption price ($113.0 million) and
its
book value ($112.4 million).
|
(2) |
A
$4.0 million
charge was recognized upon redemption of this preferred stock, comprised
of the difference between the redemption price ($113.0 million) and
its
book value ($109.0 million).
|
(3) |
A
$3.1 million
charge was recognized upon redemption of this preferred stock, comprised
of the difference between the redemption price ($87.0 million) and
its
book value ($83.9 million).
|
(4) |
A
$2.7 million
charge was recognized upon redemption of this preferred equity, comprised
of the difference between the redemption price ($100.0 million) and
its
book value ($97.3 million).
|
(5) |
For
each
common share repurchased, a unit of TRG partnership interest is similarly
redeemed.
|
(6) |
Proceeds
were
used to redeem $113 million of our remaining 8.30% Series A Cumulative
Redeemable Preferred Stock.
|
(7) |
Proceeds
were
used to redeem $87 million of our outstanding $200 million 8.30%
Series A
Cumulative Redeemable Preferred Stock.
|
(8) |
Proceeds
were
used to redeem all of the outstanding TRG 9% Series C and D Cumulative
Redeemable Preferred Equity for $100
million.
|
(9) |
Reflects
units
of partnership interest issued without any corresponding change in
our
common shares outstanding. With these changes in partnership units
outstanding, corresponding changes may also occur in the Series B
Preferred Stock (see Note 16 to our financial statements regarding
this
relationship).
|
2006
|
2005
|
2004
|
|||||||||||||||||
|
Consolidated
Businesses
|
|
|
Unconsolidated
Joint
Ventures
|
|
|
Consolidated
Businesses
|
|
|
Unconsolidated
Joint
Ventures
|
|
|
Consolidated
Businesses
|
|
|
Unconsolidated
Joint
Ventures
|
|||
|
(Operating
Partnership’s share in millions of dollars)
|
||||||||||||||||||
Other
Income:
|
|||||||||||||||||||
Shopping center related revenues
|
21.9
|
2.6
|
20.7
|
3.2
|
15.5
|
3.0
|
|||||||||||||
Lease
cancellation revenue
|
10.5
|
2.8
|
6.5
|
1.4
|
7.5
|
1.7
|
|||||||||||||
32.4
|
5.4
|
27.2
|
4.6
|
22.9
|
4.7
|
||||||||||||||
Gains
on Land
Sales and Interest Income:
|
|||||||||||||||||||
Gains
on sales of peripheral land
|
4.1
|
4.4
|
6.4
|
||||||||||||||||
Interest income
|
5.2
|
0.6
|
1.6
|
0.4
|
1.1
|
0.1
|
|||||||||||||
9.3
|
0.6
|
6.0
|
0.4
|
7.5
|
0.1
|
|
2006
|
2005
|
||||||||||||
|
CONSOLIDATED
BUSINESSES
|
|
|
UNCONSOLIDATED
JOINT
VENTURES
AT
100%(1)
|
|
|
CONSOLIDATED
BUSINESSES
|
|
|
UNCONSOLIDATED
JOINT
VENTURES
AT
100%(1)
|
|
REVENUES:
|
|||||||||||||
Minimum
rents
|
311.2
|
148.8
|
262.1
|
184.5
|
|||||||||
Percentage
rents
|
14.7
|
8.0
|
9.8
|
8.1
|
|||||||||
Expense
recoveries
|
206.2
|
85.6
|
164.6
|
104.1
|
|||||||||
Management,
leasing and development services
|
11.8
|
13.8
|
|||||||||||
Other
|
35.4
|
9.7
|
29.0
|
8.7
|
|||||||||
Total
revenues
|
579.3
|
252.2
|
479.4
|
305.4
|
|||||||||
EXPENSES:
|
|||||||||||||
Maintenance, taxes, and utilities
|
152.9
|
64.3
|
126.4
|
71.3
|
|||||||||
Other
operating
|
71.6
|
26.3
|
57.7
|
29.6
|
|||||||||
Management, leasing and development services
|
5.7
|
9.1
|
|||||||||||
General and administrative
|
30.3
|
27.7
|
|||||||||||
Interest expense (2)
|
128.6
|
57.6
|
121.6
|
67.6
|
|||||||||
Depreciation and amortization (3)
(4)
|
138.0
|
45.8
|
128.4
|
54.8
|
|||||||||
Total
operating expenses
|
527.1
|
193.9
|
470.9
|
223.3
|
|||||||||
Gains
on land
sales and interest income
|
9.5
|
1.3
|
6.5
|
0.8
|
|||||||||
61.6
|
59.6
|
15.0
|
82.9
|
||||||||||
Equity
in
income of Unconsolidated Joint Ventures (4)
(5)
|
33.5
|
42.5
|
|||||||||||
Income
before
gain on disposition of interest in center and
minority and preferred interests
|
95.1
|
57.4
|
|||||||||||
Gain
on
disposition of interest in center (5)
|
52.8
|
||||||||||||
Minority
and
preferred interests:
|
|||||||||||||
TRG
preferred distributions
|
(2.5
|
)
|
(2.5
|
)
|
|||||||||
Minority share of consolidated joint ventures
|
(10.7
|
)
|
(0.2
|
)
|
|||||||||
Minority share of income of TRG
|
(22.8
|
)
|
(40.4
|
)
|
|||||||||
Distributions less than (in excess of) minority share of
income
|
(14.1
|
)
|
4.5
|
||||||||||
Net
income
|
45.1
|
71.7
|
|||||||||||
Preferred
dividends (6)
|
(23.7
|
)
|
(27.6
|
)
|
|||||||||
Net
income
(loss) allocable to common shareowners
|
21.4
|
44.1
|
|||||||||||
SUPPLEMENTAL
INFORMATION:
|
|||||||||||||
EBITDA
- 100%
|
328.2
|
162.9
|
265.0
|
205.3
|
|||||||||
EBITDA
- outside partners' share
|
(33.2
|
)
|
(71.4
|
)
|
(14.9
|
)
|
(91.9
|
)
|
|||||
Beneficial interest in EBITDA
|
295.0
|
91.6
|
250.1
|
113.5
|
|||||||||
Beneficial interest expense
|
(115.8
|
)
|
(31.2
|
)
|
(116.1
|
)
|
(37.6
|
)
|
|||||
Non-real estate depreciation
|
(2.9
|
)
|
(2.1
|
)
|
|||||||||
Preferred dividends and distributions
|
(26.2
|
)
|
|
(30.1
|
)
|
|
|||||||
Funds
from Operations contribution
|
150.0
|
60.4
|
101.8
|
75.9
|
(1) |
With
the
exception of the Supplemental Information, amounts include 100% of
the
Unconsolidated Joint Ventures. Amounts are net of intercompany
transactions. The Unconsolidated Joint Ventures are presented at
100% in
order to allow for measurement of their performance as a whole, without
regard to our ownership interest. In our consolidated financial
statements, we account for investments in the Unconsolidated Joint
Ventures under the equity method.
|
(2) |
Interest
expense for 2006 includes charges of $3.1 million in connection with
the
write-off of financing costs related to the respective pay off and
refinancing of the loans on Willow Bend and Dolphin when the loans
became
prepayable without penalty, in the first and third quarters of 2006,
respectively. Interest expense for 2005 includes a $12.7 million
charge
incurred in connection with a prepayment premium and the write-off
of
financing costs related to the refinancing of Short Hills, the pay-off
of
the Northlake loan, and the debt modifications in connection with
the
pay-off of the Oyster Bay loan.
|
(3) |
Included
in
depreciation and amortization of the Consolidated Businesses and
Unconsolidated Joint Ventures (at 100%) are $13.4 million and $6.7
million, respectively, of depreciation of center replacement assets
for
2006, and $11.5 million and $8.8 million, respectively, for
2005.
|
(4) |
Amortization
of the additional basis included in depreciation and amortization
was $4.9
million and $4.3 million in 2006 and 2005, respectively. Also,
amortization of our additional basis in the Operating Partnership
included
in equity in income of Unconsolidated Joint Ventures was $1.9 million
and
$3.0 million in 2006 and 2005,
respectively.
|
(5) |
During
2005, a
50% owned unconsolidated joint venture sold its interest in Woodland.
Our
equity in the gain on the sale is separately presented on the income
statement, and is therefore excluded from the equity in income of
Unconsolidated Joint Ventures line item.
|
(6) |
Preferred
dividends for 2006 include $4.7 million of charges recognized in
connection with the redemption of the remaining Series A and Series I
Preferred Stock. Preferred dividends for 2005 include a $3.1 million
charge recognized in connection with the partial redemption of the
Series
A Preferred Stock.
|
(7) |
Certain
reclassifications have been made to prior year information to conform
to
current year classifications. Amounts in this table may not add due
to
rounding.
|
2005
|
2004
|
||||||||||||
|
CONSOLIDATED
BUSINESSES
|
|
UNCONSOLIDATED
JOINT
VENTURES AT
100%(1)
|
|
CONSOLIDATED
BUSINESSES
|
UNCONSOLIDATED
JOINT
VENTURES
AT
100%(1)
|
|
REVENUES:
|
|||||||||||||
Minimum
rents
|
262.1
|
184.5
|
235.1
|
195.0
|
|||||||||
Percentage
rents
|
9.8
|
8.1
|
6.3
|
6.5
|
|||||||||
Expense
recoveries
|
164.6
|
104.1
|
150.7
|
110.1
|
|||||||||
Management,
leasing and development services
|
13.8
|
21.3
|
|||||||||||
Other
|
29.0
|
8.7
|
23.4
|
9.5
|
|||||||||
Total
revenues
|
479.4
|
305.4
|
436.8
|
321.2
|
|||||||||
EXPENSES:
|
|||||||||||||
Maintenance, taxes, and utilities
|
126.4
|
71.3
|
118.4
|
76.0
|
|||||||||
Other
operating
|
57.7
|
29.6
|
51.5
|
30.9
|
|||||||||
Restructuring loss
|
5.7
|
||||||||||||
Costs
related to unsolicited tender offer, net of recoveries
|
(1.0
|
)
|
|||||||||||
Management, leasing and development services
|
9.1
|
17.5
|
|||||||||||
General and administrative
|
27.7
|
26.6
|
|||||||||||
Interest expense (2)
|
121.6
|
67.6
|
95.9
|
74.0
|
|||||||||
Depreciation and amortization (3)
(4)
|
128.4
|
54.8
|
110.2
|
60.0
|
|||||||||
Total
expenses
|
470.9
|
223.3
|
424.8
|
240.9
|
|||||||||
Gains
on land
sales and interest income
|
6.5
|
0.8
|
7.9
|
0.2
|
|||||||||
15.0
|
82.9
|
19.9
|
80.6
|
||||||||||
Equity
in
income of Unconsolidated Joint Ventures (4)
(5)
|
42.5
|
40.1
|
|||||||||||
Income
before
gain on disposition of interest in center,
discontinued
operations, and minority and preferred interests
|
57.4
|
60.0
|
|||||||||||
Gain
on
disposition of interest in center (5)
|
52.8
|
||||||||||||
Discontinued
operations-
|
|||||||||||||
Net
gain on disposition of interest in center
|
0.3
|
||||||||||||
Minority
and
preferred interests:
|
|||||||||||||
TRG
preferred distributions (6)
|
(2.5
|
)
|
(12.2
|
)
|
|||||||||
Minority share of consolidated joint ventures
|
(0.2
|
)
|
0.0
|
||||||||||
Minority share of income of TRG
|
(40.4
|
)
|
(14.9
|
)
|
|||||||||
Distributions less than (in excess of) minority share of
income
|
4.5
|
(20.8
|
)
|
||||||||||
Net
income
|
71.7
|
12.4
|
|||||||||||
Preferred
dividends (7)
|
(27.6
|
)
|
(17.4
|
)
|
|||||||||
Net
income
(loss) allocable to common shareowners
|
44.1
|
(5.1
|
)
|
||||||||||
SUPPLEMENTAL
INFORMATION:
|
|||||||||||||
EBITDA
-
100%
|
265.0
|
205.3
|
226.0
|
214.6
|
|||||||||
EBITDA
-
outside partners' share
|
(14.9
|
)
|
(91.9
|
)
|
(6.2
|
)
|
(99.4
|
)
|
|||||
Beneficial
interest in EBITDA
|
250.1
|
113.5
|
219.8
|
115.2
|
|||||||||
Beneficial
interest expense
|
(116.1
|
)
|
(37.6
|
)
|
(92.9
|
)
|
(39.9
|
)
|
|||||
Non-real
estate depreciation
|
(2.1
|
)
|
(2.4
|
)
|
|||||||||
Preferred
dividends and distributions
|
(30.1
|
)
|
|
(29.7
|
)
|
||||||||
Funds
from
Operations contribution
|
101.8
|
75.9
|
94.8
|
75.3
|
(1) |
With
the
exception of the Supplemental Information, amounts include 100% of
the
Unconsolidated Joint Ventures. Amounts are net of intercompany
transactions and exclude the gain on the sale of Woodland (Note 5).
The
Unconsolidated Joint Ventures are presented at 100% in order to allow
for
measurement of their performance as a whole, without regard to our
ownership interest. In our consolidated financial statements, we
account
for investments in the Unconsolidated Joint Ventures under the equity
method.
|
(2) |
Interest
expense for 2005 includes a $12.7 million charge incurred in connection
with a prepayment premium and the write-off of financing costs related
to
the refinancing of Short Hills, the pay-off of the Northlake loan,
and the
debt modifications in connection with the pay-off of the Oyster Bay
loan.
|
(3) |
Included
in
depreciation and amortization of the Consolidated Businesses and
Unconsolidated Joint Ventures (at 100%) are $11.5 million and $8.5
million, respectively, of depreciation of center replacement assets
for
2005, and $9.1 million and $9.6 million, respectively, for 2004.
|
(4) |
Amortization
of the additional basis included in depreciation and amortization
was $4.3
million and $4.2 million in 2005 and 2004, respectively. Also,
amortization of our additional basis in the Operating Partnership
included
in equity in income of Unconsolidated Joint Ventures was $3.0 million
in
both 2005 and 2004.
|
(5) |
During
2005, a
50% owned unconsolidated joint venture sold its interest in Woodland.
Our
equity in the gain on the sale is separately presented on the income
statement, and is therefore excluded from the equity in income of
Unconsolidated Joint Ventures line item.
|
(6) |
TRG
preferred
distributions for 2004 include a $2.7 million charge incurred in
connection with the redemption of the Series C and D preferred
equity.
|
(7) |
Preferred
dividends in 2005 include a $3.1 million charge incurred in connection
with the partial redemption of the Series A Preferred
Stock.
|
(8) |
Amounts
in
this table may not add due to rounding. Certain reclassifications
have
been made to prior year information to conform to current year
classifications.
|
2006
|
|
|
2005
|
|
|
2004
|
||||
|
(in
millions
of dollars, except as indicated)
|
|||||||||
Net
income
(loss) allocable to common shareowners
|
21.4
|
44.1
|
(5.1
|
)
|
||||||
Add
(less)
depreciation and gains on dispositions of properties:
|
||||||||||
Gains
on
dispositions of interests in centers
|
(52.8
|
)
|
(0.3
|
)
|
||||||
Depreciation
and amortization (1):
|
||||||||||
Consolidated
businesses at 100%
|
138.0
|
128.4
|
110.2
|
|||||||
Minority
partners in consolidated joint ventures
|
(14.6
|
)
|
(9.3
|
)
|
(3.2
|
)
|
||||
Share
of
unconsolidated joint ventures
|
26.9
|
33.4
|
35.2
|
|||||||
Non-real
estate depreciation
|
(2.9
|
)
|
(2.1
|
)
|
(2.4
|
)
|
||||
Add
minority
interests in TRG:
|
||||||||||
Minority
share of income in TRG
|
22.8
|
40.4
|
14.9
|
|||||||
Distributions
(less than) in excess of minority share of income of TRG
|
14.1
|
(4.5
|
)
|
20.8
|
||||||
Distributions
in excess of minority share of income of consolidated joint
ventures
|
4.9
|
0.2
|
||||||||
Funds
from
Operations
|
210.4
|
177.7
|
170.1
|
|||||||
TCO’s
average
ownership percentage of TRG
|
65.0
|
%
|
62.2
|
%
|
60.6
|
%
|
||||
Funds
from
Operations allocable to TCO
|
136.7
|
110.6
|
103.1
|
(1) |
Depreciation
includes $10.2 million, $10.1 million, and $8.1 million of mall tenant
allowance amortization for the years ended December 31, 2006, 2005,
and
2004, respectively. Depreciation also includes TRG’s beneficial interest
in depreciation of center replacement assets recoverable from tenants
of
$15.7 million, $15.7 million, and $14.2 million for the years ended
December 31, 2006, 2005, and 2004,
respectively.
|
(2) |
Amounts
in
this table may not add due to rounding.
|
2006
|
|
|
2005
|
|
|
2004
|
||||
|
(in
millions
of dollars, except as indicated)
|
|||||||||
Net
income
|
45.1
|
71.7
|
12.4
|
|||||||
Add
(less)
depreciation and gains on dispositions of properties:
|
||||||||||
Gains
on
dispositions of interests in centers
|
(52.8
|
)
|
(0.3
|
)
|
||||||
Depreciation
and amortization:
|
||||||||||
Consolidated
businesses at 100%
|
138.0
|
128.4
|
110.2
|
|||||||
Minority
partners in consolidated joint ventures
|
(14.6
|
)
|
(9.3
|
)
|
(3.2
|
)
|
||||
Share
of
unconsolidated joint ventures
|
26.9
|
33.4
|
35.2
|
|||||||
Add
(less)
preferred interests and interest expense:
|
||||||||||
Preferred
distributions
|
2.5
|
2.5
|
12.2
|
|||||||
Interest
expense:
|
||||||||||
Consolidated
businesses at 100%
|
128.6
|
121.6
|
95.9
|
|||||||
Minority
partners in consolidated joint ventures
|
(12.9
|
)
|
(5.5
|
)
|
(3.1
|
)
|
||||
Share
of
unconsolidated joint ventures
|
31.2
|
37.6
|
39.9
|
|||||||
Add
minority
interests in TRG:
|
||||||||||
Minority
share of income in TRG
|
22.8
|
40.4
|
14.9
|
|||||||
Distributions
(less than) in excess of minority share of income of TRG
|
14.1
|
(4.5
|
)
|
20.8
|
||||||
Distributions
in excess of minority share of income of consolidated joint
ventures
|
4.9
|
0.2
|
||||||||
Beneficial
interest in EBITDA
|
386.5
|
363.5
|
335.0
|
|||||||
TCO’s
average
ownership percentage of TRG
|
65.0
|
%
|
62.2
|
%
|
60.6
|
%
|
||||
Beneficial
interest in EBITDA allocable to TCO
|
251.1
|
226.4
|
202.9
|
(1) |
Amounts
in
this table may not add due to
rounding.
|
· |
Completed
financings of approximately $1.1 billion relating to our $350 million
revolving line of credit, Cherry Creek, Northlake, Partridge Creek,
the
land under Sunvalley, and Waterside and paid off floating rate loans
on
Willow Bend and Oyster Bay.
|
· |
Acquired
a
50% interest in the land under Sunvalley.
|
· |
Redeemed
$113
million of preferred stock.
|
· |
Continued
to
be active in construction and development activities for both existing
centers and centers currently under
development.
|
Amount
|
Interest
Rate
Including
Spread
|
||||||
(in
millions
of dollars)
|
|||||||
Fixed
rate
debt
|
2,478.5
|
5.66%
|
(1)
|
||||
Floating
rate
debt -
|
|||||||
Floating month to month
|
106.8
|
(2)
|
6.22
|
(1)
|
|||
Total
beneficial interest in debt
|
2,585.3
|
5.69
|
(1)
|
||||
Amortization
of financing costs (3)
|
0.17
|
%
|
|||||
Average
all-in rate
|
5.86
|
%
|
(1) |
Represents
weighted average interest rate before amortization of financing
costs.
|
(2) |
$15
million of
floating rate debt is swapped at 5.95% from January 2, 2007 to November
1,
2012.
|
(3) |
Financing
costs include financing fees, interest rate cap premiums, and losses
on
settlement of derivatives used to hedge the refinancing of certain
fixed
rate debt.
|
(4) |
Amounts
in
table may not add due to rounding.
|
Payments
due
by period
|
||||||||||||||||
|
Total
|
|
Less
than 1year
(2007)
|
|
1-3
years
(2008-2009)
|
|
3-5
years
(2010-2011)
|
|
More
than 5years
(2012+)
|
|
||||||
|
(in
millions
of dollars)
|
|||||||||||||||
|
||||||||||||||||
Debt(1)
|
2,319.5
|
16.6
|
271.2
|
246.7
|
1,785.1
|
|||||||||||
Interest
payments
|
923.9
|
129.7
|
237.9
|
215.2
|
341.0
|
|||||||||||
Capital
lease
obligations
|
8.1
|
3.9
|
4.3
|
|||||||||||||
Operating
leases
|
369.7
|
8.1
|
15.9
|
14.7
|
331.0
|
|||||||||||
Purchase
obligations:
|
||||||||||||||||
Planned
capital spending (2)
|
201.9
|
201.9
|
||||||||||||||
Other
purchase obligations (3)
|
7.8
|
2.4
|
2.9
|
1.3
|
1.2
|
|||||||||||
Other
long-term liabilities (4)
|
81.9
|
8.9
|
4.6
|
1.9
|
66.5
|
|||||||||||
Total
|
3,912.8
|
371.5
|
536.8
|
479.8
|
2,524.8
|
(1) |
The
settlement
periods for debt do not consider extension options. Amounts relating
to
interest on floating rate debt are calculated based on the debt balances
and interest rates as of December 31,
2006.
|
(2) |
As
of December
31, 2006, we were contractually committed for $90.9 million of this
planned spending. See “Planned Capital Spending” for detail regarding
planned spending.
|
(3) |
Excludes
purchase agreements with cancellation provisions of 90 days or
less.
|
(4) |
Other
long-term liabilities consist of various accrued liabilities, most
significantly assessment bond obligations and long-term incentive
compensation.
|
(5) |
Amounts
in
this table may not add due to rounding.
|
Center
|
Loan
balance
as
of 12/31/06
|
|
|
TRG's
beneficial
interest
in
loan
balance
as
of 12/31/06
|
|
|
Amount
of
loan
balance
guaranteed
by
TRG
as
of 12/31/06
|
|
|
%
of loan
balance
guaranteed
by
TRG
|
|
|
%
of interest
guaranteed
by
TRG
|
|||
|
(in
millions
of dollars)
|
|||||||||||||||
Dolphin
Mall
|
5.0
|
5.0
|
5.0
|
100
|
%
|
100
|
%
|
|||||||||
Fairlane
Town
Center
|
55.0
|
55.0
|
55.0
|
100
|
%
|
100
|
%
|
|||||||||
The
Mall at
Millenia
|
0.3
|
0.2
|
0.2
|
50
|
%
|
50
|
%
|
|||||||||
Twelve
Oaks
Mall
|
-
|
-
|
-
|
100
|
%
|
100
|
%
|
|
2006
(1)
|
||||||||||||
|
Consolidated
Businesses
|
|
|
Beneficial
Interest
in
Consolidated Businesses
|
|
|
Unconsolidated
Joint Ventures
|
|
|
Beneficial
Interest in Unconsolidated
Joint
Ventures
|
|||
|
(in
millions
of dollars)
|
||||||||||||
New
Development Projects:
|
|||||||||||||
Pre-construction development activities (2)
|
25.6
|
25.6
|
|||||||||||
New
centers (3)
|
41.4
|
41.4
|
|||||||||||
Existing
Centers:
|
|||||||||||||
Renovation projects with incremental GLA and/or
anchor
replacement (4)
|
38.8
|
38.8
|
33.2
|
9.9
|
|||||||||
Renovations with no incremental GLA effect and
other
|
9.0
|
8.7
|
4.9
|
2.4
|
|||||||||
Mall
tenant allowances (5)
|
14.6
|
14.1
|
5.1
|
2.5
|
|||||||||
Asset
replacement costs reimbursable by tenants
|
14.0
|
12.9
|
5.3
|
3.0
|
|||||||||
Corporate
office improvements and equipment
|
8.6
|
8.6
|
|
||||||||||
Additions
to
properties
|
151.9
|
150.0
|
48.5
|
17.9
|
(1) |
Costs
are net
of intercompany profits and are computed on an accrual
basis.
|
(2) |
Primarily
includes project costs of Oyster Bay.
|
(3) |
Includes
costs
related to Partridge Creek.
|
(4) |
Includes
costs
related to the renovation of the former Filene's space at Stamford
Town
Center, the expansion at Twelve Oaks, and the expansion and renovation
of
Waterside.
|
(5) |
Excludes
initial lease-up costs.
|
(6) |
Amounts
in
this table may not add due to rounding.
|
|
(in
millions
of
dollars)
|
|||
Consolidated
Businesses’ capital spending
|
151.9
|
|||
Differences
between cash and accrual basis
|
26.4
|
|||
Additions
to
properties
|
178.3
|
2005
(1)
|
|||||||||||||
|
Consolidated
Businesses
|
|
|
Beneficial
Interest
in
Consolidated Businesses
|
|
|
Unconsolidated
Joint Ventures
|
|
|
Beneficial
Interest in Unconsolidated
Joint
Ventures
|
|||
|
(in
millions
of dollars)
|
||||||||||||
New
Development Projects:
|
|||||||||||||
Pre-construction
development activities (2)
|
31.8
|
31.8
|
|||||||||||
New
centers
(3)
|
106.3
|
106.3
|
|||||||||||
Existing
Centers:
|
|||||||||||||
Renovation
projects with incremental GLA and/or
anchor
replacement (4)
|
2.6
|
2.6
|
49.4
|
19.7
|
|||||||||
Renovations
with no incremental GLA effect and
other
|
4.2
|
4.1
|
3.1
|
1.6
|
|||||||||
Mall
tenant
allowances (5)
|
13.2
|
12.2
|
5.6
|
2.9
|
|||||||||
Asset
replacement costs reimbursable by tenants
|
9.8
|
9.2
|
8.0
|
4.6
|
|||||||||
Corporate
office improvements and equipment
|
5.2
|
5.2
|
|
|
|||||||||
Additions
to
properties
|
173.1
|
171.5
|
66.1
|
28.8
|
(1) |
Costs
are net
of intercompany profits and are computed on an accrual
basis.
|
(2) |
Primarily
includes project costs of Oyster Bay.
|
(3) |
Primarily
includes costs related to Northlake and Partridge
Creek.
|
(4) |
Includes
costs
related to the acquisition of the former Filene's space at Stamford
Town
Center, the former Lord & Taylor space at Cherry Creek, and the
expansion and renovation of Waterside.
|
(5) |
Excludes
initial lease-up costs.
|
(6) |
Amounts
in
this table may not add due to rounding.
|
2007
(1)
|
|||||||||||||
|
Consolidated
Businesses
|
|
|
Beneficial
Interest in Consolidated Businesses
|
|
|
Unconsolidated
Joint Ventures
|
|
|
Beneficial
Interest in Unconsolidated Joint Ventures
|
|||
|
(in
millions
of dollars)
|
||||||||||||
New
development projects(2)
|
120.1
|
120.1
|
|||||||||||
Existing
centers(3)
|
80.8
|
77.8
|
55.1
|
28.7
|
|||||||||
Corporate
office improvements and equipment
|
1.0
|
1.0
|
|||||||||||
Total
|
201.9
|
198.9
|
55.1
|
28.7
|
(1) |
Costs
are net
of intercompany profits.
|
(2) |
Primarily
includes costs related to Partridge Creek and Oyster Bay.
|
(3) |
Primarily
includes costs related to the expansion and renovation of Twelve
Oaks and
Stamford Town Center.
|
(4) |
Amounts
in
this table may not add due to rounding.
|
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: (1)
(2)
|
||||||||||
Incentive Option Plan
|
1,115,376
|
$
|
32.55
|
1,114,611
|
||||||
The
Taubman Company 2005 Long-Term Incentive Plan
|
261,685
|
|
(3)
|
1,235,061
|
||||||
1,377,061
|
$
|
32.55
|
2,349,672
|
|||||||
Equity
compensation plan not approved by security holders: (4)
|
||||||||||
Non-Employee Directors’ Deferred Compensation Plan
|
7,981
|
|
(5)
|
|
(6)
|
|||||
1,385,042
|
$
|
32.55
|
2,349,672
|
(1) |
Consists
of
TRG's 1992 Incentive Option Plan, as amended, and The Taubman Company
2005
Long-Term Incentive Plan. Under the 1992 Incentive Option Plan, employees
receive Units of Partnership Interest in TRG upon the exercise of
their
vested options, and each Unit can be converted into one share of
Common
Stock under the Continuing Offer. Under The Taubman Company 2005
Long-Term
Incentive Plan, employees receive restricted stock units, which represent
the right to one share of Common Stock upon vesting. The Taubman
Centers,
Inc. Non-Employee Directors' Stock Grant Plan was also approved by
security holders, but is not included in the table above because
issuances
under such plan consist of stock grants with no exercise price and
such
plan does not have a limit on the aggregate number of shares that
can be
issued thereunder. Under the Taubman Centers, Inc. Non-Employee Directors'
Stock Grant Plan, non-employee directors received grants of Common
Stock
on a quarterly basis having a value of $3,750 in 2006 and will receive
in
2007 grants of Common Stock on a quarterly basis having a value of
$12,500.
|
(2) |
No
options
were exercised or granted between January 1, 2007 and February 26,
2007.
In addition, no restricted stock units were granted between January
1,
2007 and February 26, 2007.
|
(3) |
Excludes
restricted stock units issued under The Taubman Company 2005 Long-Term
Incentive Plan because they are converted into Common Stock on a
one-for-one basis at no additional cost.
|
(4) |
Consists
of
the Company's Non-Employee Directors' Deferred Compensation Plan,
which
was approved by the Board in May 2005. The Deferred Compensation
Plan
gives each non-employee director of the Company the right to defer
the
receipt of all or a portion of his or her annual director retainer
until
the termination of such director's service on the Board and for such
deferred compensation to be denominated in restricted stock units.
The
number of restricted stock units received equals the deferred retainer
fee
divided by the fair market value of the common stock on the business
day
immediately before the date the director would otherwise have been
entitled to receive the retainer fee. The restricted stock units
represent
the right to receive equivalent shares of Common Stock at the end
of the
deferral period. During the deferral period, when the Company pays
cash
dividends on the Common Stock, the directors' deferral accounts are
credited with dividend equivalents on their deferred restricted stock
units, payable in additional restricted stock units based on the
then-fair
market value of the Common Stock. Each Director's account is 100%
vested
at all times.
|
(5) |
The
restricted
stock units are excluded because they are converted into Common Stock
on a
one-for-one basis at no additional cost.
|
(6) |
The
number of
securities available for future issuance is unlimited and will reflect
whether non-employee directors elect to defer all or a portion of
their
annual retainers.
|
15(a)(1)
|
The
following
financial statements of Taubman Centers, Inc. and the Reports of
Independent Registered Public Accounting Firm thereon are filed
with this
report:
|
TAUBMAN
CENTERS, INC.
|
Page
|
Management's
Annual Report on Internal Control Over Financial Reporting
|
F-2
|
Reports
of
Independent Registered Public Accounting Firm
|
F-3
|
Consolidated
Balance Sheet as of December 31, 2006 and 2005
|
F-5
|
Consolidated
Statement of Operations for the years ended December 31, 2006,
2005,
and
2004
|
F-6
|
Consolidated
Statement of Shareowners' Equity for the years ended December 31,
2006,
2005,
and 2004
|
F-7
|
Consolidated
Statement of Cash Flows for the years ended December 31, 2006,
2005,
and
2004
|
F-8
|
Notes
to
Consolidated Financial Statements
|
F-9
|
15(a)(2)
|
The
following
is a list of the financial statement schedules required by Item
15(d):
|
TAUBMAN
CENTERS, INC.
|
|
Schedule
II -
Valuation and Qualifying Accounts for the years ended December
31,
2006,
2005,
and 2004
|
F-34
|
Schedule
III
- Real Estate and Accumulated Depreciation as of December 31,
2006
|
F-35
|
15(a)(3)
|
3(a)
|
--
|
Restated
By-Laws of Taubman Centers, Inc. (incorporated herein by reference
to
Exhibit 3 filed with the Registrant's Quarterly Report on Form
10-Q for
the quarter ended June 30, 2005 (“2005 Second Quarter Form
10-Q”)).
|
3(b)
|
--
|
Restated
Articles of Incorporation of Taubman Centers, Inc. (incorporated
herein by
reference to Exhibit 3 filed with the Registrant's Quarterly Report
on
Form 10-Q for the quarter ended June 30, 2006).
|
4(a)
|
--
|
Loan
Agreement dated as of January 15, 2004 among La Cienega Associates,
as
Borrower, Column Financial, Inc., as Lender (incorporated herein
by
reference to Exhibit 4 filed with the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004 ("2004 First Quarter
Form
10-Q"))
|
4(b)
|
--
|
Assignment
of
Leases and Rents, La Cienega Associates, Assignor, and Column Financial,
Inc., Assignee, dated as of January 15, 2004 (incorporated herein
by
reference to Exhibit 4 filed with the 2004 First Quarter Form 10-Q).
|
4(c)
|
--
|
Leasehold
Deed of Trust, with Assignment of Leases and Rents, Fixture Filing,
and
Security Agreement, dated as of January 15, 2004, from La Cienega
Associates, Borrower, to Commonwealth Land Title Company, Trustee,
for the
benefit of Column Financial, Inc., Lender (incorporated herein
by
reference to Exhibit 4 filed with the 2004 First Quarter Form
10-Q).
|
4(d)
|
--
|
Amended
and
Restated Promissory Note A-1, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K
dated December 16, 2005).
|
4(e)
|
--
|
Amended
and
Restated Promissory Note A-2, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K
dated December 16, 2005).
|
4(f)
|
--
|
Amended
and
Restated Promissory Note A-3, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K
dated December 16, 2005).
|
4(g)
|
--
|
Amended
and
Restated Mortgage, Security Agreement and Fixture Filings, dated
December
14, 2005 by Short Hills Associates L.L.C. to Metropolitan Life
Insurance
Company (incorporated by reference to Exhibit 4.4 of the Registrant’s
Current Report on Form 8-K dated December 16, 2005).
|
4(h)
|
--
|
Amended
and
Restated Assignment of Leases, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.5 of the Registrant’s Current Report on Form 8-K
dated December 16, 2005).
|
4(i)
|
--
|
Amended
and
Restated Secured Revolving Credit Agreement, dated as of August
9, 2006,
by and among Dolphin Mall Associates Limited Partnership, Fairlane
Town
Center LLC and Twelve Oaks Mall, LLC, as Borrowers, Eurohypo AG,
New York
Branch, as Administrative Agent and Lead Arranger, and the various
lenders
and agents on the signature pages thereto (incorporated herein
by
reference to Exhibit 4.1 filed with the Registrant’s Current Report on
Form 8-K dated August 9, 2006).
|
4(j)
|
--
|
Second
Amended and Restated Mortgage, Assignment of Leases and Rents and
Security
Agreement, dated as of August 9, 2006, by and between Dolphin Mall
Associates Limited Partnership and Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.5
filed with the Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
4(k)
|
--
|
Amended
and
Restated Mortgage, dated as of August 9, 2006, by and between Fairlane
Town Center LLC and Eurohypo AG, New York Branch, as Administrative
Agent
(incorporated herein by reference to Exhibit 4.3 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
4(l)
|
--
|
Amended
and
Restated Mortgage, dated as of August 9, 2006, by and between Twelve
Oaks
Mall, LLC and Eurohypo AG, New York Branch, as Administrative Agent
(incorporated herein by reference to Exhibit 4.4 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
4(m)
|
--
|
Guaranty
of
Payment, dated as of August 9, 2006, by and among The Taubman Realty
Group
Limited Partnership, Fairlane Town Center LLC and Twelve Oaks Mall,
LLC
(incorporated herein by reference to Exhibit 4.2 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
*10(a)
|
--
|
The
Taubman
Realty Group Limited Partnership 1992 Incentive Option Plan, as
Amended
and Restated Effective as of September 30, 1997 (incorporated herein
by
reference to Exhibit 10(b) filed with the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 1997).
|
*10(b)
|
--
|
First
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Option Plan as Amended and Restated Effective as of September 30,
1997,
effective January 1, 2002 (incorporated herein by reference to
Exhibit
10(b) filed with the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2001 (“2001 Form
10-K”)).
|
*10(c)
|
--
|
Second
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(c) filed with the
2004
Form 10-K).
|
*10(d)
|
--
|
Third
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(d) filed with the
2004
Form 10-K).
|
*10(e)
|
--
|
The
Form of
The Taubman Realty Group Limited Partnership 1992 Incentive Option
Plan
Option Agreement (incorporated herein by reference to Exhibit 10(e)
filed
with the 2004 Form 10-K).
|
10(f)
|
--
|
Master
Services Agreement between The Taubman Realty Group Limited Partnership
and the Manager (incorporated herein by reference to Exhibit 10(f)
filed
with the 1992 Form 10-K).
|
10(g)
|
--
|
Amended
and
Restated Cash Tender Agreement among Taubman Centers, Inc., The
Taubman
Realty Group Limited Partnership, and A. Alfred Taubman, A. Alfred
Taubman, acting not individually but as Trustee of the A. Alfred
Taubman
Restated Revocable Trust, and TRA Partners, (incorporated herein
by
reference to Exhibit 10 (a) filed with the 2000 Second Quarter
Form
10-Q).
|
*10(h)
|
--
|
Supplemental
Retirement Savings Plan (incorporated herein by reference to Exhibit
10(i)
filed with the Registrant's Annual Report on Form 10-K for the
year ended
December 31, 1994).
|
*10(i)
|
--
|
The
Taubman
Company Long-Term Compensation Plan (as amended and restated effective
January 1, 2000) (incorporated herein by reference to Exhibit 10
(c) filed
with the 2000 Second Quarter Form 10-Q).
|
*10(j)
|
--
|
First
Amendment to the Taubman Company Long-Term Compensation Plan (as
amended
and restated effective January 1, 2000) (incorporated herein by
reference
to Exhibit 10(m) filed with the 2004 Form 10-K).
|
*10(k)
|
--
|
Second
Amendment to the Taubman Company Long-Term Performance Compensation
Plan
(as amended and restated effective January 1, 2000).
|
*10(l)
|
--
|
The
Taubman
Company 2005 Long-Term Incentive Plan (incorporated herein by reference
to
the Form DEF14A filed with the Securities and Exchange Commission
on April
5, 2005).
|
*10(m)
|
--
|
Employment
Agreement between The Taubman Company Limited Partnership and Lisa
A.
Payne (incorporated herein by reference to Exhibit 10 filed with
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
1997).
|
*10(n)
|
--
|
Change
of
Control Agreement, dated July 17, 2006, by and among the Company,
Taubman
Realty Group Limited Partnership, and Lisa A. Payne (incorporated
herein
by reference to Exhibit 10.2 filed with the Registrant’s Current Report on
Form 8-K dated July 17, 2006).
|
*10(o)
|
--
|
Form
of
Change of Control Agreement (incorporated herein by reference to
Exhibit
10.1 filed with the Registrant’s Current Report on Form 8-K dated July 17,
2006).
|
10(p)
|
--
|
Second
Amended and Restated Continuing Offer, dated as of May 16, 2000.
(incorporated herein by reference to Exhibit 10 (b) filed with
the 2000
Second Quarter Form 10-Q).
|
10(q)
|
--
|
The
Second
Amendment and Restatement of Agreement of Limited Partnership of
the
Taubman Realty Group Limited Partnership dated September 30, 1998
(incorporated herein by reference to Exhibit 10 filed with the
Registrant’s Quarterly Report on Form 10-Q dated September 30,
1998).
|
10(r)
|
--
|
Annex
II to
Second Amendment to the Second Amendment and Restatement of Agreement
of
Limited Partnership of The Taubman Realty Group Limited Partnership.
(incorporated herein by reference to Exhibit 10(p) filed with Registrant’s
Annual Report on Form 10-K for the year ended December 31, 1999
(“1999
Form 10-K”)).
|
10(s)
|
--
|
Annex
III to
The Second Amendment and Restatement of Agreement of Limited Partnership
of The Taubman Realty Group Limited Partnership, dated as of May
27, 2004
(incorporated by reference to Exhibit 10(c) filed with the 2004
Second
Quarter Form 10-Q).
|
10(t)
|
--
|
First
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership dated
September 30, 1998 (incorporated herein by reference to Exhibit
10(b)
filed with the Registrant’s Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 2002 (“2002 Second Quarter Form
10-Q/A”)).
|
10(u)
|
--
|
Second
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of The Taubman Realty Group Limited Partnership effective
as
of September 3, 1999 (incorporated herein by reference to Exhibit
10(a)
filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 (“1999 Third Quarter Form
10-Q”)).
|
10(v)
|
--
|
Third
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
May 2,
2003 (incorporated herein by reference to Exhibit 10(a) filed with
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2003 (“2003 Second Quarter Form 10-Q”)).
|
10(w)
|
--
|
Fourth
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
December 31, 2003 (incorporated herein by reference to Exhibit
10(x) filed
with the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2003).
|
10(x)
|
--
|
Fifth
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
February 1, 2005 (incorporated herein by reference to Exhibit 10.1
filed
with the Registrant’s Current Report on Form 8-K filed on February 7,
2005).
|
10(y)
|
--
|
Sixth
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
March
29, 2006 (incorporated herein by reference to Exhibit 10 filed
with the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2006).
|
10(z)
|
--
|
Amended
and
Restated Shareholders' Agreement dated as of October 30, 2001 among
Taub-Co Management, Inc., The Taubman Realty Group Limited Partnership,
The A. Alfred Taubman Restated Revocable Trust, and Taub-Co Holdings
LLC
(incorporated herein by reference to Exhibit 10(q) filed with the
2001
Form 10-K).
|
*10(aa)
|
--
|
The
Taubman
Realty Group Limited Partnership and The Taubman Company LLC Election
and
Option Deferral Agreement (incorporated herein by reference to
Exhibit
10(r) filed with the 2001 Form 10-K).
|
|
||
10(ab)
|
--
|
Operating
Agreement of Taubman Land Associates, a Delaware Limited Liability
Company, dated October 20, 2006.
|
10(ac)
|
--
|
Amended
and
Restated Agreement of Partnership of Sunvalley Associates, a California
general partnership (incorporated herein by reference to Exhibit
10(a)
filed with the 2002 Second Quarter Form
10-Q/A).
|
*10(ad)
|
--
|
Summary
of
Compensation for the Board of Directors of Taubman Centers, Inc.
(incorporated herein by reference to Exhibit 10.1 filed with the
Registrant’s Current Report on Form 8-K dated December 7,
2004).
|
*10(ae)
|
--
|
Summary
of
Compensation for the Board of Directors of Taubman Centers,
Inc.
|
*10(af)
|
--
|
The
Form of
The Taubman Company Restricted Stock Unit Award Agreement (incorporated
by
reference to Exhibit 10 of the Registrant’s Current Report on Form 8-K
dated May 18, 2005).
|
*10(ag)
|
--
|
The
Taubman
Centers, Inc. Non-Employee Directors' Deferred Compensation Plan
(incorporated by reference to Exhibit 10 of the Registrant’s Current
Report on Form 8-K dated May 18,
2005).
|
*10(ah)
|
--
|
The
Form of
The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation
Plan (incorporated by reference to Exhibit 10 of the Registrant’s Current
Report on Form 8-K dated May 18, 2005).
|
12
|
--
|
Statement
Re:
Computation of Taubman Centers, Inc. Ratio of Earnings to Combined
Fixed
Charges and Preferred Dividends.
|
21
|
--
|
Subsidiaries
of Taubman Centers, Inc.
|
24
|
--
|
Powers
of
Attorney.
|
31(a)
|
--
|
Certification
of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31(b)
|
--
|
Certification
of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32(a)
|
--
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
32(b)
|
--
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
99(a)
|
--
|
Debt
Maturity
Schedule.
|
99(b)
|
--
|
Real
Estate
and Accumulated Depreciation Schedule of the Unconsolidated Joint
Ventures
of The Taubman Realty Group Limited
Partnership.
|
*
|
A
management
contract or compensatory plan or arrangement required to be
filed.
|
15(b)
|
The
list of
exhibits filed with this report is set forth in response to Item
15(a)(3).
The required exhibit index has been filed with the
exhibits.
|
15(c)
|
The
financial
statement schedules of the Company listed at Item 15(a)(2) are
filed
pursuant to this Item 15(c).
|
CONSOLIDATED
FINANCIAL STATEMENTS
|
||
Management’s
Annual Report on Internal Control Over Financial Reporting
|
F-2
|
|
Reports
of
Independent Registered Public Accounting Firm
|
F-3
|
|
Consolidated
Balance Sheet as of December 31, 2006 and 2005
|
F-5
|
|
Consolidated
Statement of Operations for the years ended December 31, 2006,
2005, and
2004
|
F-6
|
|
Consolidated
Statement of Shareowners’ Equity for the years ended December 31, 2006,
2005 and 2004
|
F-7
|
|
Consolidated
Statement of Cash Flows for the years ended December 31, 2006,
2005 and
2004
|
F-8
|
|
Notes
to
Consolidated Financial Statements
|
F-9
|
|
CONSOLIDATED
FINANCIAL STATEMENT SCHEDULES
|
||
Schedule
II -
Valuation and Qualifying Accounts for the years ended December
31, 2006,
2005, and 2004
|
F-35
|
|
Schedule
III
- Real Estate and Accumulated Depreciation
|
F-36
|
|
December
31
|
||||||
2006
|
|
|
2005
|
||||
Assets:
|
|||||||
Properties (Notes 7 and 11)
|
$
|
3,398,122
|
$
|
3,081,324
|
|||
Accumulated depreciation and amortization (Note 7)
|
(821,384
|
)
|
(651,665
|
)
|
|||
$
|
2,576,738
|
$
|
2,429,659
|
||||
Investment in Unconsolidated Joint Ventures (Note 8)
|
86,493
|
106,117
|
|||||
Cash
and cash equivalents
|
26,282
|
163,577
|
|||||
Accounts and notes receivable, less allowance for doubtful accounts
of
$7,581 and
$5,497 in
2006 and 2005 (Note 9)
|
36,650
|
41,717
|
|||||
Accounts and notes receivable from related parties (Note
14)
|
2,444
|
2,400
|
|||||
Deferred charges and other assets (Note 10)
|
98,015
|
54,110
|
|||||
$
|
2,826,622
|
$
|
2,797,580
|
||||
Liabilities:
|
|||||||
Notes
payable (Note 11)
|
$
|
2,319,538
|
$
|
2,089,948
|
|||
Accounts payable and accrued liabilities
|
247,432
|
235,410
|
|||||
Dividends and distributions payable
|
19,849
|
15,819
|
|||||
Distributions in excess of investments in and net income of
Unconsolidated
|
|||||||
Joint
Ventures (Note 8)
|
101,944
|
101,028
|
|||||
$
|
2,688,763
|
$
|
2,442,205
|
||||
Commitments
and contingencies (Notes 2, 7,11, 13, 15, and 17)
|
|||||||
Preferred
Equity of TRG (Note 16)
|
$
|
29,217
|
$
|
29,217
|
|||
Partners'
Equity of TRG allocable to minority partners (Note 1)
|
|||||||
Shareowners'
Equity (Note 16):
|
|||||||
Series
A Cumulative Redeemable Preferred Stock, $0.01 par value, 8,000,000
shares authorized, $113 million liquidation preference,
4,520,000 shares
issued
and outstanding at December 31, 2005. No shares outstanding or
authorized
at December 31, 2006
|
$
|
45
|
|||||
Series
B Non-Participating Convertible Preferred Stock, $0.001 par and
liquidation
value, 40,000,000 shares authorized,
28,113,897 and
29,175,240
shares issued and outstanding at December 31, 2006 and
2005
|
$
|
28
|
29
|
||||
Series
G Cumulative Redeemable Preferred Stock, 4,000,000 shares authorized,
no par, $100 million liquidation preference,
4,000,000 shares issued and
outstanding at December 31, 2006 and 2005
|
|||||||
Series
H Cumulative Redeemable Preferred Stock, 3,480,000 shares authorized,
no par, $87 million liquidation preference,
3,480,000 shares issued and
outstanding at December 31, 2006 and 2005
|
|||||||
Common
Stock, $0.01 par value, 250,000,000 shares authorized, 52,931,594
and
51,866,184 shares issued and outstanding at
December 31, 2006 and 2005
|
529
|
519
|
|||||
Additional paid-in capital
|
635,304
|
739,090
|
|||||
Accumulated other comprehensive income (loss) (Note 12)
|
(9,560
|
)
|
(9,051
|
)
|
|||
Dividends in excess of net income
|
(517,659
|
)
|
(404,474
|
)
|
|||
$
|
108,642
|
$
|
326,158
|
||||
$
|
2,826,622
|
$
|
2,797,580
|
||||
|
Year
Ended December
31
|
|||||||||
2006
|
|
|
2005
|
|
|
2004
|
||||
Revenues:
|
||||||||||
Minimum rents
|
$
|
311,187
|
$
|
262,106
|
$
|
235,114
|
||||
Percentage rents
|
14,700
|
9,835
|
6,288
|
|||||||
Expense recoveries
|
206,190
|
164,614
|
150,699
|
|||||||
Management, leasing, and development services
|
11,777
|
13,818
|
21,333
|
|||||||
Other
|
35,430
|
29,032
|
23,381
|
|||||||
$
|
579,284
|
$
|
479,405
|
$
|
436,815
|
|||||
Expenses:
|
||||||||||
Maintenance, taxes, and utilities
|
$
|
152,885
|
$
|
126,395
|
$
|
118,442
|
||||
Other
operating
|
71,643
|
57,678
|
51,462
|
|||||||
Restructuring loss (Note 4)
|
5,662
|
|||||||||
Costs
related to unsolicited tender offer, net of recoveries (Note
3)
|
(1,044
|
)
|
||||||||
Management, leasing, and development services (Note 4)
|
5,730
|
9,072
|
17,533
|
|||||||
General and administrative
|
30,290
|
27,746
|
26,617
|
|||||||
Interest expense (Note 11)
|
128,643
|
121,612
|
95,934
|
|||||||
Depreciation and amortization
|
137,957
|
128,377
|
110,180
|
|||||||
$
|
527,148
|
$
|
470,880
|
$
|
424,786
|
|||||
Gains
on land
sales and interest income
|
$
|
9,460
|
$
|
6,457
|
$
|
7,871
|
||||
Income
before
equity in income of Unconsolidated Joint Ventures, gain
on
disposition of interest in center,
discontinued operations, and
minority
and preferred interests
|
$
|
61,596
|
|
14,982
|
|
19,900
|
||||
Equity
in
income of Unconsolidated Joint Ventures (Note 8)
|
33,544
|
42,450
|
40,070
|
|||||||
Income
before
gain on disposition of interest in center, discontinued operations,
and minority and preferred
interests
|
$
|
95,140
|
$
|
57,432
|
$
|
59,970
|
||||
Gain
on
disposition of interest in center (Note 2)
|
52,799
|
|||||||||
Discontinued
operations (Note 2)
|
328
|
|||||||||
Income
before
minority and preferred interests
|
$
|
95,140
|
$
|
110,231
|
$
|
60,298
|
||||
Minority
share of consolidated joint ventures
|
(10,693
|
)
|
(167
|
)
|
18
|
|||||
Minority
interest in TRG:
|
||||||||||
Minority share of income of TRG
|
(22,816
|
)
|
(40,403
|
)
|
(14,913
|
)
|
||||
Distributions less than (in excess of) minority share of
income
|
(14,054
|
)
|
4,534
|
(20,781
|
)
|
|||||
TRG
Series C,
D, and F preferred distributions (Note 16)
|
(2,460
|
)
|
(2,460
|
)
|
(12,244
|
)
|
||||
Net
income
|
$
|
45,117
|
$
|
71,735
|
$
|
12,378
|
||||
Series
A, G,
H, and I preferred stock dividends (Note 16)
|
(23,723
|
)
|
(27,622
|
)
|
(17,444
|
)
|
||||
Net
income
(loss) allocable to common shareowners
|
$
|
21,394
|
$
|
44,113
|
$
|
(5,066
|
)
|
|||
Basic
earnings per common share (Note 18):
|
||||||||||
Income
(loss) from continuing operations
|
$
|
.41
|
$
|
.87
|
$
|
(.11
|
)
|
|||
Net
income (loss)
|
$
|
.41
|
$
|
.87
|
$
|
(.10
|
)
|
|||
Diluted
earnings per common share (Note 18):
|
||||||||||
Income
(loss) from continuing operations
|
$
|
.40
|
$
|
.87
|
$
|
(.11
|
)
|
|||
Net
income (loss)
|
$
|
.40
|
$
|
.87
|
$
|
(.10
|
)
|
|||
Cash
dividends declared per common share
|
$
|
1.290
|
$
|
1.160
|
$
|
1.095
|
||||
Weighted
average number of common shares outstanding-basic
|
52,661,024
|
50,459,314
|
49,021,843
|
|
|
Preferred
Stock
|
Common
Stock
|
|
Additional
Paid
-In
|
|
|
Accumulated
Other
Comprehensive
|
|
|
Dividends
in
Excess of
|
|
|
|
|
||||||||||
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Income
(Loss)
|
|
|
Net
Income
|
|
|
Total
|
|
Balance,
January 1, 2004
|
37,819,738
|
$
|
110
|
49,936,786
|
$
|
499
|
$
|
664,362
|
$
|
(12,593
|
)
|
$
|
(330,879
|
)
|
$
|
321,499
|
|||||||||
Issuance
of
stock pursuant to
Continuing
Offer (Notes 15
and
17)
|
(565,575
|
)
|
1,256,620
|
12
|
7,716
|
7,728
|
|||||||||||||||||||
Issuance
of
Series G Preferred Stock, net
of issuance
costs
|
4,000,000
|
96,729
|
96,729
|
||||||||||||||||||||||
Release
of
units (Note 16)
|
510
|
510
|
|||||||||||||||||||||||
Purchases
of
stock (Note 16)
|
(2,447,781
|
)
|
(24
|
)
|
(50,154
|
)
|
(50,178
|
)
|
|||||||||||||||||
Partnership
units issued (Note 16)
|
460,774
|
10,318
|
10,318
|
||||||||||||||||||||||
Cash
dividends
declared
|
(71,002
|
)
|
(71,002
|
)
|
|||||||||||||||||||||
Net
income
|
12,378
|
12,378
|
|||||||||||||||||||||||
Other
comprehensive income:
|
|||||||||||||||||||||||||
Realized loss on interest rate instruments
|
(6,054
|
)
|
(6,054
|
)
|
|||||||||||||||||||||
Reduction of loss on interest rate instruments
|
5,999
|
5,999
|
|||||||||||||||||||||||
Reclassification adjustment for amounts
recognized in
net income
|
1,261
|
1,261
|
|||||||||||||||||||||||
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13,584
|
|
Balance,
December 31, 2004
|
41,714,937
|
$
|
110
|
48,745,625
|
$
|
487
|
$
|
729,481
|
$
|
(11,387
|
)
|
$
|
(389,503
|
)
|
$
|
329,188
|
|||||||||
Issuance
of
stock pursuant to Continuing
Offer
(Notes
15 and 17)
|
(1,932,134
|
)
|
(1
|
)
|
3,120,103
|
32
|
7
|
38
|
|||||||||||||||||
Issuance
of
Series B Preferred Stock (Note
16)
|
836,921
|
||||||||||||||||||||||||
Issuance
of
Series H Preferred Stock, net
of issuance
costs
|
3,480,000
|
83,842
|
83,842
|
||||||||||||||||||||||
Redemption
of
Series A Preferred Stock
|
(3,480,000
|
)
|
(35
|
)
|
(83,850
|
)
|
(83,885
|
)
|
|||||||||||||||||
Release
of
units (Note 16)
|
500
|
500
|
|||||||||||||||||||||||
Partnership
units issued (Note 16)
|
555,516
|
6,663
|
6,663
|
||||||||||||||||||||||
Share-based
compensation under employee
and
director benefit plans (Note 15)
|
456
|
2,447
|
82
|
2,529
|
|||||||||||||||||||||
Dividend
equivalents (Note 15)
|
(165
|
)
|
(165
|
)
|
|||||||||||||||||||||
Cash
dividends
declared
|
(86,623
|
)
|
(86,623
|
)
|
|||||||||||||||||||||
Net
income
|
71,735
|
71,735
|
|||||||||||||||||||||||
Other
comprehensive income:
|
|||||||||||||||||||||||||
Unrealized gain on interest rate instruments
and other
|
894
|
894
|
|||||||||||||||||||||||
Reclassification adjustment for amounts
recognized in
net income
|
1,442
|
1,442
|
|||||||||||||||||||||||
Total
comprehensive income
|
$
|
74,071
|
|||||||||||||||||||||||
Balance,
December 31, 2005
|
41,175,240
|
$
|
74
|
51,866,184
|
$
|
519
|
$
|
739,090
|
$
|
(9,051
|
)
|
$
|
(404,474
|
)
|
$
|
326,158
|
|||||||||
Cumulative
effect of adopting EITF 04-5
(Note
1)
|
(60,226
|
)
|
(60,226
|
)
|
|||||||||||||||||||||
Cumulative
effect of adopting SAB 108
(Note
1)
|
(5,876
|
)
|
(5,876
|
)
|
|||||||||||||||||||||
Issuance
of
stock pursuant to Continuing
Offer
(Notes
15 and 17)
|
(1,061,343
|
)
|
(1
|
)
|
1,061,414
|
10
|
(9
|
)
|
|||||||||||||||||
Issuance
of
Series I Preferred Stock, net of
issuance costs
|
4,520,000
|
109,229
|
109,229
|
||||||||||||||||||||||
Redemption
of
Series A Preferred Stock
|
(4,520,000
|
)
|
(45
|
)
|
(108,910
|
)
|
(108,955
|
)
|
|||||||||||||||||
Redemption
of
Series I Preferred Stock
|
(4,520,000
|
)
|
(109,229
|
)
|
(109,229
|
)
|
|||||||||||||||||||
Share-based
compensation under employee and
director
benefit
plans (Note 15)
|
3,996
|
5,133
|
5,133
|
||||||||||||||||||||||
Dividend
equivalents (Note 15)
|
(297
|
)
|
(297
|
)
|
|||||||||||||||||||||
Cash
dividends declared
|
(91,903
|
)
|
(91,903
|
)
|
|||||||||||||||||||||
Net
income
|
45,117
|
45,117
|
|||||||||||||||||||||||
Other
comprehensive income:
|
|||||||||||||||||||||||||
Unrealized loss on interest rate instruments
and other
|
(1,900
|
)
|
(1,900
|
)
|
|||||||||||||||||||||
Reclassification adjustment for amounts recognized in
net income
|
1,391
|
1,391
|
|||||||||||||||||||||||
Total
comprehensive income
|
$
|
44,608
|
|||||||||||||||||||||||
Balance,
December 31, 2006
|
35,593,897
|
$
|
28
|
52,931,594
|
$
|
529
|
$
|
635,304
|
$
|
(9,560
|
)
|
$
|
(517,659
|
)
|
$
|
108,642
|
|
Year
Ended December
31
|
|||||||||
2006
|
|
|
2005
|
|
|
2004
|
||||
Cash
Flows
From Operating Activities:
|
||||||||||
Net
income
|
$
|
45,117
|
$
|
71,735
|
$
|
12,378
|
||||
Adjustments to reconcile net income to net cash provided by operating
activities:
|
||||||||||
Minority and preferred interests
|
50,023
|
38,496
|
47,920
|
|||||||
Depreciation and amortization
|
137,957
|
128,377
|
110,180
|
|||||||
Provision for losses on accounts receivable
|
5,110
|
2,512
|
4,103
|
|||||||
Gains on sales of land
|
(4,084
|
)
|
(4,833
|
)
|
(6,758
|
)
|
||||
Gains on dispositions of interests in centers (Note 2)
|
(52,799
|
)
|
(328
|
)
|
||||||
Other
|
7,037
|
5,224
|
(1,754
|
)
|
||||||
Increase (decrease) in cash attributable to changes in assets and
liabilities:
|
||||||||||
Receivables, deferred charges, and other assets
|
(7,610
|
)
|
(4,349
|
)
|
(9,802
|
)
|
||||
Accounts payable and other liabilities
|
(10,070
|
)
|
214
|
(20,404
|
)
|
|||||
Net
Cash
Provided by Operating Activities
|
$
|
223,480
|
$
|
184,577
|
$
|
135,535
|
||||
Cash
Flows
From Investing Activities:
|
||||||||||
Additions to properties
|
$
|
(178,304
|
)
|
$
|
(160,266
|
)
|
$
|
(141,323
|
)
|
|
Net
proceeds from dispositions of interests in centers (Note
2)
|
9,000
|
76,400
|
||||||||
Proceeds from sales of land
|
5,423
|
6,082
|
11,539
|
|||||||
Acquisition of interests in centers, net of cash transferred in
(Note
2)
|
(61,774
|
)
|
||||||||
Contributions to Unconsolidated Joint Ventures
|
(25,251
|
)
|
(30,350
|
)
|
(72,257
|
)
|
||||
Distributions from Unconsolidated Joint Ventures in excess of income
|
57,583
|
17,073
|
20,180
|
|||||||
Net
Cash Used
In Investing Activities
|
$
|
(131,549
|
)
|
$
|
(91,061
|
)
|
$
|
(243,635
|
)
|
|
Cash
Flows
From Financing Activities:
|
||||||||||
Debt
proceeds
|
$
|
585,584
|
$
|
830,818
|
$
|
819,527
|
||||
Debt
payments
|
(530,522
|
)
|
(670,709
|
)
|
(571,156
|
)
|
||||
Debt
issuance costs
|
(3,475
|
)
|
(2,756
|
)
|
(11,902
|
)
|
||||
Redemption of preferred stock and repurchase of preferred equity
in
TRG
|
(226,000
|
)
|
(87,000
|
)
|
(100,000
|
)
|
||||
Issuance of preferred stock and equity in TRG
|
113,000
|
87,000
|
130,000
|
|||||||
Equity
issuance costs
|
(607
|
)
|
(3,158
|
)
|
(4,054
|
)
|
||||
Issuance of common stock and/or partnership units in connection
with
Incentive Option Plan
(Notes 15 and 17)
|
6,701
|
10,372
|
||||||||
Contribution from minority interest (Note 2)
|
9,000
|
|||||||||
Repurchase of common stock (Note 16)
|
(50,178
|
)
|
||||||||
Distributions to minority and preferred interests
|
(95,359
|
)
|
(38,329
|
)
|
(45,213
|
)
|
||||
Cash
dividends to preferred shareowners
|
(19,071
|
)
|
(24,507
|
)
|
(17,444
|
)
|
||||
Cash
dividends to common shareowners
|
(64,130
|
)
|
(57,080
|
)
|
(53,174
|
)
|
||||
Net
Cash
Provided By (Used In) Financing Activities
|
$
|
(231,580
|
)
|
$
|
40,980
|
$
|
106,778
|
|||
Net
Increase
(Decrease) In Cash and Cash Equivalents
|
$
|
(139,649
|
)
|
$
|
134,496
|
$
|
(1,322
|
)
|
||
Cash
and Cash
Equivalents at Beginning of Year
|
163,577
|
29,081
|
30,403
|
|||||||
Effect
of
consolidating Cherry Creek Shopping Center (Note 1)
(Cherry Creek Shopping Center's cash balance at beginning of
year)
|
2,354
|
|||||||||
Cash
and Cash
Equivalents at End of Year
|
$
|
26,282
|
$
|
163,577
|
$
|
29,081
|
Year
|
|
|
Dividends
per
common
share
declared
|
|
|
Return
of
capital
|
|
|
Ordinary
income
|
|
|
15%
Rate
long
term
capital
gain
|
|
|
Unrecaptured
Section
1250
capital gains
|
|
2006
|
$
|
1.290
|
$
|
0.0687
|
$
|
1.2006
|
$
|
0.0207
|
||||||||
2005
|
1.160
|
0.3179
|
0.7282
|
0.0404
|
$
|
0.0735
|
||||||||||
2004
|
1.095
|
0.6932
|
0.3835
|
0.0183
|
Year
|
|
|
Dividends
per
Series
A Preferred
share
declared
|
|
|
Ordinary
income
|
|
|
15%
Rate
long
term
capital
gain
|
|
|
Unrecaptured
Section
1250
capital gains
|
|
2006
|
$
|
0.790
|
$
|
0.7770
|
$
|
0.0130
|
|||||||
2005
|
2.075
|
1.8712
|
|
0.0723
|
$
|
0.1315
|
|||||||
2004
|
2.075
|
2.0403
|
0.0347
|
Year
|
|
|
Dividends
per
Series
G Preferred
share
declared
|
|
|
Ordinary
income
|
|
|
15%
Rate
long
term
capital
gain
|
|
|
Unrecaptured
Section
1250
capital gains
|
|
2006
|
$
|
2.000
|
$
|
1.9679
|
$
|
0.0321
|
|||||||
2005
|
2.000
|
1.8036
|
0.0697
|
$
|
0.1267
|
||||||||
2004
|
0.211
|
0.2076
|
0.0035
|
Year
|
|
|
Dividends
per
Series
H Preferred
share
declared
|
|
|
Ordinary
income
|
|
|
15%
Rate
long
term
capital
gain
|
|
|
Unrecaptured
Section
1250
capital gains
|
|
2006
|
$
|
1.906
|
$
|
1.8757
|
$
|
0.0303
|
|||||||
2005
|
0.953
|
0.8595
|
0.0332
|
$
|
0.0604
|
Year
|
TRG
units
outstanding
at
December
31
|
TRG
units
owned
by TCO
at
December
31 (1)
|
TCO's
%
interest
in
TRG
at
December
31
|
TCO's
average
interest
in TRG
|
2006
|
81,078,700
|
52,931,594
|
65%
|
65%
|
2005
|
81,074,633
|
51,866,184
|
64
|
62
|
2004
|
80,514,605
|
48,745,625
|
61
|
61
|
(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.
|
2006
|
|
|
2005
|
||||
Land
|
$
|
252,716
|
$
|
248,582
|
|||
Buildings,
improvements, and equipment
|
2,915,504
|
2,709,215
|
|||||
Construction
in process
|
100,627
|
19,855
|
|||||
Development
pre-construction costs
|
129,275
|
103,672
|
|||||
$
|
3,398,122
|
$
|
3,081,324
|
||||
Accumulated
depreciation and amortization
|
(821,384
|
)
|
(651,665
|
)
|
|||
$
|
2,576,738
|
$
|
2,429,659
|
Shopping
Center
|
Ownership
as
of
December
31, 2006 and 2005
|
Arizona
Mills
|
50%
|
Fair
Oaks
Mall
|
50
|
The
Mall at
Millenia
|
50
|
The
Pier
Shops at Caesars
|
(Note
2)
|
Stamford
Town
Center
|
50
|
Sunvalley
|
50
|
Waterside
Shops at Pelican Bay
|
25
|
Westfarms
|
79
|
|
December
31
|
||||||
2006
|
|
|
2005
|
||||
Assets:
|
|||||||
Properties
|
$
|
1,157,872
|
$
|
1,076,743
|
|||
Accumulated
depreciation and amortization
|
(320,256
|
)
|
(363,394
|
)
|
|||
$
|
837,616
|
$
|
713,349
|
||||
Cash
and cash
equivalents
|
35,504
|
33,498
|
|||||
Accounts
and
notes receivable, less allowance for doubtful accounts
of
$2,032 and $1,822 in 2006 and 2005
|
26,769
|
23,189
|
|||||
Deferred
charges and other assets
|
23,417
|
24,458
|
|||||
$
|
923,306
|
$
|
794,494
|
||||
Liabilities
and accumulated deficiency in assets:
|
|||||||
Notes
payable
|
$
|
1,097,347
|
$
|
999,545
|
|||
Accounts
payable and other liabilities
|
84,177
|
59,322
|
|||||
TRG's
accumulated deficiency in assets
|
(163,778
|
)
|
(172,554
|
)
|
|||
Unconsolidated
Joint Venture Partners' accumulated deficiency in
assets
|
(94,440
|
)
|
(91,819
|
)
|
|||
$
|
923,306
|
$
|
794,494
|
||||
TRG's
accumulated deficiency in assets (above)
|
$
|
(163,778
|
)
|
$
|
(172,554
|
)
|
|
TRG's
investment in The Pier Shops at Caesars
|
4,663
|
||||||
TRG
basis
adjustments, including elimination of intercompany profit
|
77,797
|
80,424
|
|||||
TCO's
additional basis
|
70,530
|
92,556
|
|||||
Net
Investment in Unconsolidated Joint Ventures
|
$
|
(15,451
|
)
|
$
|
5,089
|
||
Distributions
in excess of investments in and net income of Unconsolidated
Joint Ventures
|
101,944
|
101,028
|
|||||
Investment
in
Unconsolidated Joint Ventures
|
$
|
86,493
|
$
|
106,117
|
|
Year
Ended
December 31
|
|||||||||
2006
|
|
|
2005
|
|
|
2004
|
||||
Revenues
|
$
|
253,418
|
$
|
306,239
|
$
|
321,355
|
||||
Maintenance,
taxes, utilities, and other operating expenses
|
$
|
93,452
|
$
|
105,956
|
$
|
113,035
|
||||
Interest
expense
|
57,563
|
67,590
|
74,033
|
|||||||
Depreciation
and amortization
|
43,124
|
51,939
|
57,385
|
|||||||
Total
operating costs
|
$
|
194,139
|
$
|
225,485
|
$
|
244,453
|
||||
Gain
on
disposition of interest in center
|
$
|
145,881
|
||||||||
Net
income
|
$
|
59,279
|
$
|
226,635
|
$
|
76,902
|
||||
Net
income
allocable to TRG
|
$
|
34,101
|
$
|
114,680
|
$
|
39,147
|
||||
Realized
intercompany profit, net of depreciation on TRG’s basis
adjustments
|
1,387
|
4,370
|
3,963
|
|||||||
TCO's
additional basis in Woodland
|
(20,764
|
)
|
||||||||
Depreciation
of TCO's additional basis
|
(1,944
|
)
|
(3,037
|
)
|
(3,040
|
)
|
||||
Equity
in
income of Unconsolidated Joint Ventures
|
$
|
33,544
|
$
|
95,249
|
$
|
40,070
|
||||
TRG's
share
of gain on disposition of interest in center
|
(52,799
|
)
|
||||||||
Equity
in
income of Unconsolidated Joint Venture excluding gain
on
disposition of interest in center
|
$
|
42,450
|
||||||||
Beneficial
interest in Unconsolidated Joint Ventures' operations:
|
||||||||||
Revenues less maintenance, taxes, utilities, and other operating
expenses
|
$
|
91,559
|
$
|
113,453
|
$
|
115,230
|
||||
Interest expense
|
(31,151
|
)
|
(37,594
|
)
|
(39,913
|
)
|
||||
Depreciation and amortization
|
(26,864
|
)
|
(33,409
|
)
|
(35,247
|
)
|
||||
Equity
in income of Unconsolidated Joint Ventures
|
$
|
33,544
|
$
|
42,450
|
$
|
40,070
|
2006
|
|
|
2005
|
||||
Trade
|
$
|
25,418
|
$
|
21,052
|
|||
Notes
|
6,044
|
15,244
|
|||||
Straight-line
rent
|
12,120
|
10,159
|
|||||
Other
|
649
|
759
|
|||||
$
|
44,231
|
$
|
47,214
|
||||
Less:
allowance for doubtful accounts
|
(7,581
|
)
|
(5,497
|
)
|
|||
$
|
36,650
|
$
|
41,717
|
2006
|
|
|
2005
|
||||
Leasing
costs
|
$
|
38,196
|
$
|
30,951
|
|||
Accumulated
amortization
|
(18,825
|
)
|
(13,992
|
)
|
|||
$
|
19,371
|
$
|
16,959
|
||||
Minority
interest (Note 1)
|
45,332
|
||||||
Deferred
financing costs, net
|
8,126
|
10,191
|
|||||
Intangibles,
net
|
6,085
|
8,457
|
|||||
Investments
|
3,480
|
3,704
|
|||||
Deferred
tax
asset, net
|
3,311
|
3,151
|
|||||
Other,
net
|
12,310
|
11,648
|
|||||
$
|
98,015
|
$
|
54,110
|
|
2006
|
|
|
2005
|
|
|
Stated
Interest
Rate
|
|
Maturity
Date
|
|
|
Balance
Due
on
Maturity
|
|
|
Facility
Amount
|
|||
Beverly
Center
|
$
|
343,608
|
$
|
347,500
|
5.28%
|
02/11/14
|
$
|
303,277
|
||||||||||
Cherry
Creek
Shopping Center
|
280,000
|
|
(1)
|
5.24%
|
06/08/16
|
280,000
|
||||||||||||
Cherry
Creek
Shopping Center
|
800
|
|
(1)
|
Prime
|
Various
|
(2)
|
800
|
$
|
2,000
|
|||||||||
Dolphin
Mall
|
5,000
|
LIBOR
+ 0.70%
|
02/14/09
|
5,000
|
139,938
|
(3)
|
||||||||||||
Dolphin
Mall
|
141,311
|
LIBOR
+ 2.15%
|
|
|||||||||||||||
Fairlane
Town
Center
|
55,000
|
LIBOR
+ 0.70%
|
02/14/09
|
55,000
|
80,000
|
(3)
|
||||||||||||
Great
Lakes
Crossing
|
142,908
|
145,239
|
5.25%
|
03/11/13
|
125,507
|
|||||||||||||
International
Plaza
|
178,719
|
182,135
|
4.21%
|
01/08/08
|
175,150
|
|||||||||||||
MacArthur
Center
|
138,243
|
140,895
|
7.59%
|
10/01/10
|
126,884
|
|||||||||||||
Northlake
Mall
|
215,500
|
5.41%
|
02/06/16
|
215,500
|
||||||||||||||
The
Mall at
Oyster Bay
|
56,241
|
LIBOR
+ 2.00%
|
||||||||||||||||
The
Mall at
Partridge Creek
|
22,010
|
LIBOR
+ 1.15%
|
09/07/10
|
22,010
|
81,000
|
|||||||||||||
Regency
Square
|
77,812
|
78,792
|
6.75%
|
11/01/11
|
71,569
|
|||||||||||||
The
Mall at
Short Hills
|
540,000
|
540,000
|
5.47%
|
12/14/15
|
540,000
|
|||||||||||||
Stony
Point
Fashion Park
|
111,864
|
113,228
|
6.24%
|
06/01/14
|
98,585
|
|||||||||||||
Twelve
Oaks
Mall
|
LIBOR
+ 0.70%
|
02/09/07
|
130,062
|
(3)
|
||||||||||||||
The
Mall at
Wellington Green
|
200,000
|
200,000
|
5.44%
|
05/06/15
|
200,000
|
|||||||||||||
The
Shops at
Willow Bend
|
96,405
|
LIBOR
+ 1.50%
|
||||||||||||||||
The
Shops at
Willow Bend
|
48,202
|
LIBOR
+ 3.75%
|
||||||||||||||||
Line
of
Credit
|
8,074
|
Variable
Bank Rate
|
02/14/08
|
8,074
|
40,000
|
|||||||||||||
$
|
2,319,538
|
$
|
2,089,948
|
(1) |
Cherry
Creek
was consolidated as of January 1, 2006 (Note
1).
|
(2) |
Loans
mature
at various dates through 2009.
|
(3) |
Subfacility
in
$350 million revolving credit facility. Sublimits may be reallocated
quarterly but not more often than twice a
year.
|
2007
|
$
|
16,556
|
||
2008
|
196,746
|
|||
2009
|
74,433
|
|||
2010
|
163,057
|
|||
2011
|
83,686
|
|||
Thereafter
|
1,785,060
|
|||
$
|
2,319,538
|
2006
|
2005
|
||||||||||||
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Fair
Value
|
|||
Notes
payable
|
$
|
2,319,538
|
$
|
2,322,828
|
$
|
2,089,948
|
$
|
2,092,034
|
|||||
Interest
rate
instruments:
|
|||||||||||||
in
a
receivable position
|
71
|
71
|
|||||||||||
in
a
payable position
|
1,854
|
1,854
|
Center
|
|
|
Loan
balance as of
12/31/06
|
|
|
TRG's
beneficial
interest in loan balance as
of
12/31/06
|
|
|
Amount
of loan balance guaranteed by TRG as of
12/31/06
|
|
|
%
of loan
balance
guaranteed
by
TRG
|
|
|
%
of interest guaranteed by
TRG
|
|
|
(in
millions
of dollars)
|
|||||||||||||||
Dolphin
Mall
|
5.0
|
5.0
|
5.0
|
100
|
%
|
100
|
%
|
|||||||||
Fairlane
Town
Center
|
55.0
|
55.0
|
55.0
|
100
|
%
|
100
|
%
|
|||||||||
The
Mall at
Millenia
|
0.3
|
0.2
|
0.2
|
50
|
%
|
50
|
%
|
|||||||||
Twelve
Oaks
Mall
|
-
|
-
|
-
|
100
|
%
|
100
|
%
|
|
At
100%
|
At
Beneficial Interest
|
|||||||||||
|
|
|
Consolidated
Subsidiaries
|
|
|
Unconsolidated
Joint
Ventures
|
|
|
Consolidated
Subsidiaries
|
|
|
Unconsolidated
Joint
Ventures
|
|
Debt
as
of:
|
|||||||||||||
December 31, 2006
|
$
|
2,319,538
|
$
|
1,097,347
|
$
|
2,063,111
|
$
|
522,180
|
|||||
December 31, 2005
|
2,089,948
|
999,545
|
1,972,046
|
558,443
|
|||||||||
Capital
lease
obligations as of:
|
|||||||||||||
December 31, 2006
|
$
|
7,501
|
$
|
676
|
$
|
7,336
|
$
|
338
|
|||||
December 31, 2005
|
13,014
|
1,966
|
12,510
|
983
|
|||||||||
Capitalized
interest:
|
|||||||||||||
Year
ended December 31, 2006
|
$
|
9,803
|
$
|
4,087
|
$
|
9,797
|
|||||||
Year
ended December 31, 2005
|
9,940
|
3
|
9,940
|
$
|
1
|
||||||||
Interest
expense:
|
|||||||||||||
Year
ended December 31, 2006
|
$
|
128,643
|
$
|
57,563
|
$
|
115,790
|
$
|
31,151
|
|||||
Year
ended December 31, 2005
|
121,612
|
67,590
|
116,082
|
37,594
|
2006
|
|
|
2005
|
|
|
2004
|
||||
Payments
under swap agreements
|
$
|
883
|
$
|
5,462
|
||||||
Receipts
under swap agreements
|
$
|
(121
|
)
|
|||||||
Adjustment
of
accumulated other comprehensive income for amounts recognized
in
net income
|
1,391
|
1,442
|
1,262
|
|||||||
Change
in
fair value of cap agreements not designated as hedges
|
59
|
5
|
||||||||
Net
reduction
to income
|
$
|
1,329
|
$
|
2,330
|
$
|
6,724
|
Hedged
Items
|
OCI
Amounts
|
Recognition
Period
|
|||||
Beverly
Center refinancing
|
$
|
4,238
|
January
2004 through December 2013
|
||||
Regency
Square financing
|
1,356
|
November
2001 through October 2011
|
|||||
Westfarms
refinancing
|
2,066
|
July
2002 through July 2012
|
|||||
$
|
7,660
|
Hedged
Items
|
OCI
Amounts
|
Recognition
Period
|
|||||
International
Plaza forecasted refinancing
|
$
|
1,854
|
January
2008 through December 2017
|
||||
Taubman
Land
Associates financing
|
46
|
January
2007 through October 2012
|
|||||
$
|
1,900
|
2007
|
$298,168
|
2008
|
283,198
|
2009
|
262,079
|
2010
|
242,393
|
2011
|
204,436
|
Thereafter
|
719,968
|
2007
|
$
8,125
|
2008
|
8,045
|
2009
|
7,857
|
2010
|
7,831
|
2011
|
6,848
|
Thereafter
|
330,803
|
2007
|
$
|
3,865
|
||
2008
|
2,818
|
|||
2009
|
1,462
|
|||
Total
minimum
lease payments
|
$
|
8,145
|
||
Less
amount
representing interest
|
(644
|
)
|
||
Capital
lease
obligations
|
$
|
7,501
|
2006
|
2005
|
|
Expected
volatility
|
20.87%-21.14%
|
21.00%
|
Expected
dividend yield
|
3.50%
|
4.00%
|
Expected
terms (in years)
|
7
|
7
|
Risk-free
interest rate
|
4.74%-5.08%
|
3.83%-4.15%
|
|
Number
of
Options
|
|
|
Weighted
Average Exercise
Price
|
|
|
Weighted
Average Remaining
Contractual
Term
(in
years)
|
|
Range
of
Exercise
Prices
|
|||
Outstanding
at January 1, 2004
|
1,405,209
|
$
|
12.15
|
4.0
|
$9.69
- $13.14
|
|||||||
Exercised
|
(845,767
|
)
|
12.26
|
|||||||||
Outstanding
at December 31, 2004
|
559,442
|
$
|
11.98
|
3.7
|
$9.69
- $12.25
|
|||||||
Granted
|
902,139
|
30.09
|
9.2
|
|||||||||
Exercised
|
(559,442
|
)
|
11.98
|
|||||||||
Forfeited
|
(50,000
|
)
|
29.38
|
|||||||||
Outstanding
at December 31, 2005
|
852,139
|
$
|
30.13
|
9.2
|
$29.38
- $31.31
|
|||||||
Granted
|
263,237
|
40.37
|
||||||||||
Outstanding
at December 31, 2006
|
1,115,376
|
$
|
32.55
|
8.5
|
$29.38
- $40.39
|
|||||||
Fully
vested
options at December 31, 2006
|
100,434
|
$
|
31.31
|
8.3
|
|
Restricted
Stock Units
|
Weighted-Average
Grant
Date Fair Value
|
|||||
Outstanding
at January 1, 2005
|
|||||||
Granted
|
140,440
|
|
$31.31
|
||||
Forfeited
|
(1,536
|
)
|
31.31
|
||||
Outstanding
at December 31, 2005
|
138,904
|
31.31
|
|||||
Granted
|
131,698
|
40.38
|
|||||
Forfeited
|
(4,999
|
)
|
33.84
|
||||
Redeemed
|
(3,918
|
)
|
33.53
|
||||
Outstanding
at December 31, 2006
|
261,685
|
35.79
|
|
Year
Ended
December 31
|
|||||||||
2006
|
2005
|
2004
|
||||||||
Income
(loss)
from continuing operations allocable to common
shareowners (Numerator):
|
||||||||||
Net
income
(loss) allocable to common shareowners
|
$
|
21,394
|
$
|
44,113
|
$
|
(5,066
|
)
|
|||
Common
shareowners' share of discontinued operations
|
(199
|
)
|
||||||||
Basic/diluted
income (loss) from continuing operations
|
$
|
21,394
|
$
|
44,113
|
$
|
(5,265
|
)
|
|||
Shares
(Denominator) - basic
|
52,661,024
|
50,459,314
|
49,021,843
|
|||||||
Effect
of
dilutive securities
|
318,429
|
70,825
|
||||||||
Shares
(Denominator) - diluted
|
52,979,453
|
50,530,139
|
49,021,843
|
|||||||
Income
(loss)
from continuing operations per common share:
|
||||||||||
Basic
|
$
|
0.41
|
$
|
0.87
|
$
|
(0.11
|
)
|
|||
Diluted
|
$
|
0.40
|
$
|
0.87
|
$
|
(0.11
|
)
|
|||
Discontinued
operations per common share:
|
||||||||||
Basic
|
$
|
0.00
|
||||||||
Diluted
|
$
|
0.00
|
2006
|
|
|
2005
|
|
|
2004
|
||||
Non-cash
additions to properties
|
$
|
24,051
|
$
|
50,844
|
$
|
38,020
|
||||
Note
receivable on Woodland sale (Note 2)
|
9,000
|
|||||||||
Capital
lease
obligations
|
91
|
4,559
|
||||||||
Issuance
of
partnership units in connection with acquisition (Note 2)
|
7,674
|
|
2006
(1)
|
||||||||||||
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
||||
Revenues
|
$
|
138,021
|
$
|
139,276
|
$
|
138,913
|
$
|
163,074
|
|||||
Equity
in
income of Unconsolidated Joint Ventures
|
8,471
|
7,412
|
7,082
|
10,579
|
|||||||||
Income
before
minority and preferred interests
|
21,408
|
20,972
|
17,561
|
35,199
|
|||||||||
Net
income
|
11,434
|
7,791
|
5,024
|
20,868
|
|||||||||
Net
income
(loss) allocable to common shareowners
|
5,431
|
(2,612
|
)
|
1,366
|
17,209
|
||||||||
Basic
earnings per common share -
|
|||||||||||||
Net
income (loss)
|
$
|
0.10
|
$
|
(0.05
|
)
|
$
|
0.03
|
$
|
0.33
|
||||
Diluted
earnings per common share -
|
|||||||||||||
Net
income (loss)
|
$
|
0.10
|
$
|
(0.05
|
)
|
$
|
0.03
|
$
|
0.32
|
2005
(2)
|
|||||||||||||
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|||
Revenues
|
$
|
112,157
|
$
|
117,206
|
$
|
114,159
|
$
|
135,883
|
|||||
Equity
in
income of Unconsolidated Joint Ventures
|
9,070
|
9,372
|
9,268
|
14,740
|
|||||||||
Income
before
minority and preferred interests
|
18,216
|
11,227
|
9,752
|
71,036
|
|||||||||
Net
income
|
8,420
|
1,636
|
288
|
61,391
|
|||||||||
Net
income
(loss) allocable to common shareowners
|
2,270
|
(4,514
|
)
|
(9,030
|
)
|
55,387
|
|||||||
Basic
earnings per common share -
|
|||||||||||||
Net
income (loss)
|
$
|
0.05
|
$
|
(0.09
|
)
|
$
|
(0.18
|
)
|
$
|
1.09
|
|||
Diluted
earnings per common share -
|
|||||||||||||
Net
income (loss)
|
$
|
0.05
|
$
|
(0.09
|
)
|
$
|
(0.18
|
)
|
$
|
0.93
|
(1) |
Amounts
include a $2.1 million charge incurred in the first quarter of 2006
in
connection with the write-off of financing costs related to the
refinancing of the loan on Willow Bend prior to maturity, charges
of $4.6
million from the second quarter of 2006 associated with the redemption
of
the remaining $113 million of the Series A Preferred Stock and the
redemption of the Series I Preferred Stock, and a $1.0 million charge
from
the third quarter of 2006 incurred due to the write-off of financing
costs
related to the refinancing of the loan on Dolphin prior to maturity.
|
(2) |
Amounts
include a $3.1 million charge incurred in connection with the redemption
of $87 million of Series A stock in the third quarter of 2005, and
$12.7
million of charges incurred during the fourth quarter of 2005 in
connection with a prepayment premium and the write-off of financing
costs
related to the refinancing of Short Hills, the pay-off of the Northlake
loan, and debt modifications in connection with the pay-off of the
Oyster
Bay loan. The fourth quarter of 2005 also includes a $52.8 million
gain on
the sale of Woodland (Note 2).
|
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, 2006
|
|||||||||||||||||||
Allowance
for
doubtful receivables
|
$
|
5,497
|
$
|
5,110
|
$
|
(3,055
|
)
|
$
|
29
|
(1)
|
$
|
7,581
|
|||||||
Year
ended
December 31, 2005
|
|||||||||||||||||||
Allowance
for
doubtful receivables
|
$
|
8,661
|
2,512
|
(5,676
|
)
|
$
|
5,497
|
||||||||||||
Year
ended
December 31, 2004
|
|||||||||||||||||||
Allowance
for
doubtful receivables
|
$
|
7,403
|
4,103
|
(4,039
|
)
|
1,194
|
(2)
|
$
|
8,661
|
(1) |
Represents
the
transfer in of Cherry Creek. Prior to January 1, 2006, the Company
accounted for its interest in Cherry Creek under the equity
method.
|
(2) |
Represents
the
transfer in of International Plaza. Prior to July 2004, the Company
accounted for its interest in International Plaza under the equity
method.
|
|
Initial
Cost
to
Company
|
|
|
|
Gross
Amount
at Which
Carried
at
Close of Period
|
|
||||||||||||||||||||||||||||
|
Land
|
|
|
Buildings,
Improvements, and Equipment
|
|
|
Cost
Capitalized Subsequent to Acquisition
|
|
|
Land
|
|
|
BI&E
|
|
|
Total
|
|
|
Accumulated
Depreciation(A/D)
|
|
|
Total
Cost Net
of A/D
|
|
|
Encumbrances
|
|
|
Date
of
Completion of Construction
or
Acquisition
|
|
|
Depreciable
Life
|
|||
Shopping
Centers:
|
||||||||||||||||||||||||||||||||||
Beverly
Center, Los Angeles, CA
|
$
|
209,149
|
$
|
40,417
|
$
|
249,566
|
$
|
249,566
|
$
|
105,053
|
$
|
144,513
|
$
|
343,608
|
1982
|
40
Years
|
||||||||||||||||||
Cherry
Creek
Shopping Center, Denver,
CO
|
99,260
|
107,611
|
206,871
|
206,871
|
87,600
|
119,271
|
280,000
|
1990
|
40
Years
|
|||||||||||||||||||||||||
Dolphin
Mall,
Miami, FL
|
$
|
34,881
|
240,261
|
14,684
|
$
|
34,881
|
254,945
|
289,826
|
48,791
|
241,035
|
5,000
|
(1)
|
2001
|
50
Years
|
||||||||||||||||||||
Fairlane
Town
Center, Dearborn, MI
|
17,330
|
104,668
|
31,876
|
17,330
|
136,544
|
153,874
|
45,439
|
108,435
|
55,000
|
(1)
|
1996
|
40
Years
|
||||||||||||||||||||||
Great
Lakes
Crossing, Auburn Hills, MI
|
15,506
|
194,584
|
21,524
|
15,506
|
216,108
|
231,614
|
73,533
|
158,081
|
142,908
|
1998
|
50
Years
|
|||||||||||||||||||||||
International
Plaza, Tampa, FL
|
309,784
|
8,971
|
318,755
|
318,755
|
58,684
|
260,071
|
178,719
|
2001
|
50
Years
|
|||||||||||||||||||||||||
MacArthur
Center, Norfolk, VA
|
146,204
|
10,836
|
157,040
|
157,040
|
36,617
|
120,423
|
138,243
|
1999
|
50
Years
|
|||||||||||||||||||||||||
Northlake
Mall, Charlotte, NC
|
22,540
|
148,098
|
3,197
|
22,540
|
151,295
|
173,835
|
14,139
|
159,696
|
215,500
|
2005
|
50
Years
|
|||||||||||||||||||||||
Regency
Square, Richmond, VA
|
18,635
|
101,600
|
9,595
|
18,635
|
111,195
|
129,830
|
33,292
|
96,538
|
77,812
|
1997
|
40
Years
|
|||||||||||||||||||||||
The
Mall at
Short Hills, Short Hills, NJ
|
25,114
|
169,204
|
119,485
|
25,114
|
288,689
|
313,803
|
106,871
|
206,932
|
540,000
|
1980
|
40
Years
|
|||||||||||||||||||||||
Stony
Point
Fashion Park, Richmond, VA
|
10,677
|
101,797
|
1,058
|
10,677
|
102,855
|
113,532
|
20,735
|
92,797
|
111,864
|
2003
|
50
Years
|
|||||||||||||||||||||||
Twelve
Oaks
Mall, Novi, MI
|
25,410
|
191,185
|
7,109
|
25,410
|
198,294
|
223,704
|
71,266
|
152,438
|
-
|
(1)
|
1977
|
50
Years
|
||||||||||||||||||||||
The
Mall at
Wellington Green, Wellington,
FL
|
18,967
|
192,370
|
8,508
|
21,439
|
198,406
|
219,845
|
47,654
|
172,191
|
200,000
|
2001
|
50
Years
|
|||||||||||||||||||||||
The
Shops at
Willow Bend, Plano, TX
|
26,192
|
229,523
|
7,706
|
26,192
|
237,229
|
263,421
|
46,922
|
216,499
|
2001
|
50
Years
|
||||||||||||||||||||||||
Other:
|
||||||||||||||||||||||||||||||||||
Office
Facilities
|
25,143
|
25,143
|
25,143
|
11,552
|
13,591
|
|||||||||||||||||||||||||||||
Peripheral
Land
|
30,828
|
30,828
|
30,828
|
30,828
|
||||||||||||||||||||||||||||||
Construction
in Process and
Development Pre-Construction Costs
|
188,840
|
41,062
|
229,902
|
229,902
|
229,902
|
22,010
|
||||||||||||||||||||||||||||
Assets
under
CDD obligations
|
4,164
|
61,411
|
4,164
|
61,411
|
65,575
|
12,732
|
52,843
|
|||||||||||||||||||||||||||
Other
|
1,158
|
1,158
|
1,158
|
504
|
654
|
|||||||||||||||||||||||||||||
TOTAL
|
$
|
250,244
|
$
|
2,689,096
|
$
|
458,782
|
$
|
252,716
|
$
|
3,145,406
|
$
|
3,398,122
|
(2)
|
$
|
821,384
|
$
|
2,576,738
|
Total
Real
Estate
Assets
|
|
|
Total
Real Estate
Assets
|
|
|
Total
Real Estate
Assets
|
|
|
|
|
|
Accumulated
Depreciation
|
|
|
Accumulated
Depreciation
(5)
|
|
|
Accumulated
Depreciation
(5)
|
|
|||
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
||||
Balance,
beginning of year
|
$
|
3,081,324
|
$
|
2,936,964
|
$
|
2,519,922
|
Balance,
beginning of year
|
$
|
(651,665
|
)
|
$
|
(558,891
|
)
|
$
|
(450,515
|
)
|
||||||
New
development and improvements
|
151,428
|
173,297
|
112,995
|
Depreciation
for year
|
(128,488
|
)
|
(120,673
|
)
|
(102,330
|
)
|
||||||||||||
Disposals/Write-offs
|
(39,672 | ) | (27,905 | ) | (15,997 | ) |
Disposals/Write-offs
|
39,195
|
27,782
|
24,314
|
||||||||||||
Transfers
In/(Out)
|
205,042
|
(3)
|
(1,032
|
)
|
320,044
|
(4)
|
Transfers
In/(Out)
|
|
(80,426
|
)
|
117
|
(30,360
|
)
|
|||||||||
Balance,
end
of year
|
$ |
3,398,122
|
|
$ |
3,081,324
|
|
$ |
2,936,964
|
|
Balance,
end of year
|
$
|
(821,384
|
)
|
$
|
(651,665
|
)
|
$
|
(558,891
|
)
|
(1) |
These
centers
are collateral for the Company’s $350 million line of credit. Borrowings
under the line of credit are primary obligations of the entities
owning
these centers.
|
(2) |
The
unaudited
aggregate costs for federal income tax purposes as of December 31,
2006
was $3.220 billion.
|
(3) |
Includes
costs
related to Cherry Creek, which became a consolidated center in
2006.
|
(4) |
Includes
costs
relating to International Plaza, which became a Consolidated Joint
Venture
in 2004.
|
(5) |
Does
not
include depreciation of assets recoverable from
tenants.
|
TAUBMAN
CENTERS, INC.
|
||
Date:
February 27, 2007
|
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,
2007
|
Robert
S.
Taubman
|
Chief
Executive Officer, and Director
|
|
/s/
Lisa
A. Payne
|
Vice
Chairman, Chief Financial
|
February
27,
2007
|
Lisa
A.
Payne
|
Officer,
and
Director (Principal Financial Officer)
|
|
/s/
William S. Taubman
|
Chief
Operating Officer,
|
February
27,
2007
|
William
S.
Taubman
|
and
Director
|
|
/s/
Esther R. Blum
|
Senior
Vice
President, Controller, and
|
February
27,
2007
|
Esther
R.
Blum
|
Chief
Accounting Officer
|
|
*
|
Director
|
February
27,
2007
|
Graham
Allison
|
||
*
|
Director
|
February
27,
2007
|
Jerome
A.
Chazen
|
||
*
|
Director
|
February
27,
2007
|
Craig
M.
Hatkoff
|
||
*
|
Director
|
February
27,
2007
|
Peter
Karmanos, Jr.
|
||
*
|
Director
|
February
27,
2007
|
William
U.
Parfet
|
*By:
|
/s/
Lisa
A.
Payne
|
Lisa
A.
Payne,
as
Attorney-in-Fact
|
3(a)
|
--
|
Restated
By-Laws of Taubman Centers, Inc. (incorporated herein by reference
to
Exhibit 3 filed with the Registrant's Quarterly Report on Form
10-Q for
the quarter ended June 30, 2005 (“2005 Second Quarter Form
10-Q”)).
|
|
||
3(b)
|
--
|
Restated
Articles of Incorporation of Taubman Centers, Inc. (incorporated
herein by
reference to Exhibit 3 filed with the Registrant's Quarterly Report
on
Form 10-Q for the quarter ended June 30, 2006).
|
4(a)
|
--
|
Loan
Agreement dated as of January 15, 2004 among La Cienega Associates,
as
Borrower, Column Financial, Inc., as Lender (incorporated herein
by
reference to Exhibit 4 filed with the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004 ("2004 First Quarter
Form
10-Q"))
|
4(b)
|
--
|
Assignment
of
Leases and Rents, La Cienega Associates, Assignor, and Column Financial,
Inc., Assignee, dated as of January 15, 2004 (incorporated herein
by
reference to Exhibit 4 filed with the 2004 First Quarter Form 10-Q).
|
4(c)
|
--
|
Leasehold
Deed of Trust, with Assignment of Leases and Rents, Fixture Filing,
and
Security Agreement, dated as of January 15, 2004, from La Cienega
Associates, Borrower, to Commonwealth Land Title Company, Trustee,
for the
benefit of Column Financial, Inc., Lender (incorporated herein
by
reference to Exhibit 4 filed with the 2004 First Quarter Form
10-Q).
|
4(d)
|
--
|
Amended
and
Restated Promissory Note A-1, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K
dated December 16, 2005).
|
4(e)
|
--
|
Amended
and
Restated Promissory Note A-2, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K
dated December 16, 2005).
|
4(f)
|
--
|
Amended
and
Restated Promissory Note A-3, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K
dated December 16, 2005).
|
4(g)
|
--
|
Amended
and
Restated Mortgage, Security Agreement and Fixture Filings, dated
December
14, 2005 by Short Hills Associates L.L.C. to Metropolitan Life
Insurance
Company (incorporated by reference to Exhibit 4.4 of the Registrant’s
Current Report on Form 8-K dated December 16, 2005).
|
4(h)
|
--
|
Amended
and
Restated Assignment of Leases, dated December 14, 2005, by Short
Hills
Associates L.L.C. to Metropolitan Life Insurance Company (incorporated
by
reference to Exhibit 4.5 of the Registrant’s Current Report on Form 8-K
dated December 16, 2005).
|
4(i)
|
--
|
Amended
and
Restated Secured Revolving Credit Agreement, dated as of August
9, 2006,
by and among Dolphin Mall Associates Limited Partnership, Fairlane
Town
Center LLC and Twelve Oaks Mall, LLC, as Borrowers, Eurohypo AG,
New York
Branch, as Administrative Agent and Lead Arranger, and the various
lenders
and agents on the signature pages thereto (incorporated herein
by
reference to Exhibit 4.1 filed with the Registrant’s Current Report on
Form 8-K dated August 9, 2006).
|
4(j)
|
--
|
Second
Amended and Restated Mortgage, Assignment of Leases and Rents and
Security
Agreement, dated as of August 9, 2006, by and between Dolphin Mall
Associates Limited Partnership and Eurohypo AG, New York Branch,
as
Administrative Agent (incorporated herein by reference to Exhibit
4.5
filed with the Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
4(k)
|
--
|
Amended
and
Restated Mortgage, dated as of August 9, 2006, by and between Fairlane
Town Center LLC and Eurohypo AG, New York Branch, as Administrative
Agent
(incorporated herein by reference to Exhibit 4.3 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
4(l)
|
--
|
Amended
and
Restated Mortgage, dated as of August 9, 2006, by and between Twelve
Oaks
Mall, LLC and Eurohypo AG, New York Branch, as Administrative Agent
(incorporated herein by reference to Exhibit 4.4 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
4(m)
|
--
|
Guaranty
of
Payment, dated as of August 9, 2006, by and among The Taubman Realty
Group
Limited Partnership, Fairlane Town Center LLC and Twelve Oaks Mall,
LLC
(incorporated herein by reference to Exhibit 4.2 filed with the
Registrant’s Current Report on Form 8-K dated August 9,
2006).
|
*10(a)
|
--
|
The
Taubman
Realty Group Limited Partnership 1992 Incentive Option Plan, as
Amended
and Restated Effective as of September 30, 1997 (incorporated herein
by
reference to Exhibit 10(b) filed with the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 1997).
|
*10(b)
|
--
|
First
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Option Plan as Amended and Restated Effective as of September 30,
1997,
effective January 1, 2002 (incorporated herein by reference to
Exhibit
10(b) filed with the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2001 (“2001 Form 10-K”)).
|
|
||
*10(c)
|
--
|
Second
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(c) filed with the
2004
Form 10-K).
|
*10(d)
|
--
|
Third
Amendment to The Taubman Realty Group Limited Partnership 1992
Incentive
Plan as Amended and Restated Effective as of September 30, 1997
(incorporated herein by reference to Exhibit 10(d) filed with the
2004
Form 10-K).
|
*10(e)
|
--
|
The
Form of
The Taubman Realty Group Limited Partnership 1992 Incentive Option
Plan
Option Agreement (incorporated herein by reference to Exhibit 10(e)
filed
with the 2004 Form 10-K).
|
10(f)
|
--
|
Master
Services Agreement between The Taubman Realty Group Limited Partnership
and the Manager (incorporated herein by reference to Exhibit 10(f)
filed
with the 1992 Form 10-K).
|
10(g)
|
--
|
Amended
and
Restated Cash Tender Agreement among Taubman Centers, Inc., The
Taubman
Realty Group Limited Partnership, and A. Alfred Taubman, A. Alfred
Taubman, acting not individually but as Trustee of the A. Alfred
Taubman
Restated Revocable Trust, and TRA Partners, (incorporated herein
by
reference to Exhibit 10 (a) filed with the 2000 Second Quarter
Form
10-Q).
|
*10(h)
|
--
|
Supplemental
Retirement Savings Plan (incorporated herein by reference to Exhibit
10(i)
filed with the Registrant's Annual Report on Form 10-K for the
year ended
December 31, 1994).
|
*10(i)
|
--
|
The
Taubman
Company Long-Term Compensation Plan (as amended and restated effective
January 1, 2000) (incorporated herein by reference to Exhibit 10
(c) filed
with the 2000 Second Quarter Form
10-Q).
|
*10(j)
|
--
|
First
Amendment to the Taubman Company Long-Term Compensation Plan (as
amended
and restated effective January 1, 2000) (incorporated herein by
reference
to Exhibit 10(m) filed with the 2004 Form 10-K).
|
*10(k)
|
--
|
Second
Amendment to the Taubman Company Long-Term Performance Compensation
Plan
(as amended and restated effective January 1, 2000).
|
*10(l)
|
--
|
The
Taubman
Company 2005 Long-Term Incentive Plan (incorporated herein by reference
to
the Form DEF14A filed with the Securities and Exchange Commission
on April
5, 2005).
|
*10(m)
|
--
|
Employment
Agreement between The Taubman Company Limited Partnership and
Lisa A.
Payne (incorporated herein by reference to Exhibit 10 filed with
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
1997).
|
||
*10(n)
|
--
|
Change
of
Control Agreement, dated July 17, 2006, by and among the Company,
Taubman
Realty Group Limited Partnership, and Lisa A. Payne (incorporated
herein
by reference to Exhibit 10.2 filed with the Registrant’s Current Report on
Form 8-K dated July 17, 2006).
|
||
*10(o)
|
--
|
Form
of
Change of Control Agreement (incorporated herein by reference
to Exhibit
10.1 filed with the Registrant’s Current Report on Form 8-K dated July 17,
2006).
|
10(p)
|
--
|
Second
Amended and Restated Continuing Offer, dated as of May 16, 2000.
(incorporated herein by reference to Exhibit 10 (b) filed with
the 2000
Second Quarter Form 10-Q).
|
||
10(q)
|
--
|
The
Second
Amendment and Restatement of Agreement of Limited Partnership
of the
Taubman Realty Group Limited Partnership dated September 30,
1998
(incorporated herein by reference to Exhibit 10 filed with the
Registrant’s Quarterly Report on Form 10-Q dated September 30,
1998).
|
||
10(r)
|
--
|
Annex
II to
Second Amendment to the Second Amendment and Restatement of Agreement
of
Limited Partnership of The Taubman Realty Group Limited Partnership.
(incorporated herein by reference to Exhibit 10(p) filed with
Registrant’s
Annual Report on Form 10-K for the year ended December 31, 1999
(“1999
Form 10-K”)).
|
||
10(s)
|
--
|
Annex
III to
The Second Amendment and Restatement of Agreement of Limited
Partnership
of The Taubman Realty Group Limited Partnership, dated as of
May 27, 2004
(incorporated by reference to Exhibit 10(c) filed with the 2004
Second
Quarter Form 10-Q).
|
10(t)
|
--
|
First
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership dated
September 30, 1998 (incorporated herein by reference to Exhibit
10(b)
filed with the Registrant’s Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 2002 (“2002 Second Quarter Form
10-Q/A”)).
|
10(u)
|
--
|
Second
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of The Taubman Realty Group Limited Partnership effective
as
of September 3, 1999 (incorporated herein by reference to Exhibit
10(a)
filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 (“1999 Third Quarter Form
10-Q”)).
|
10(v)
|
--
|
Third
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
May 2,
2003 (incorporated herein by reference to Exhibit 10(a) filed with
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2003 (“2003 Second Quarter Form 10-Q”)).
|
10(w)
|
--
|
Fourth
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
December 31, 2003 (incorporated herein by reference to Exhibit
10(x) filed
with the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2003).
|
10(x)
|
--
|
Fifth
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
February 1, 2005 (incorporated herein by reference to Exhibit 10.1
filed
with the Registrant’s Current Report on Form 8-K filed on February 7,
2005).
|
10(y)
|
--
|
Sixth
Amendment to the Second Amendment and Restatement of Agreement
of Limited
Partnership of the Taubman Realty Group Limited Partnership, dated
March
29, 2006 (incorporated herein by reference to Exhibit 10 filed
with the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2006).
|
10(z)
|
--
|
Amended
and
Restated Shareholders’ Agreement dated as of October 30, 2001 among
Taub-Co Management, Inc., The Taubman Realty Group Limited Partnership,
The A. Alfred Taubman Restated Revocable Trust, and Taub-Co Holdings
LLC
(incorporated herein by reference to Exhibit 10(q) filed with the
2001
Form 10-K).
|
*10(aa)
|
--
|
The
Taubman
Realty Group Limited Partnership and The Taubman Company LLC Election
and
Option Deferral Agreement (incorporated herein by reference to
Exhibit
10(r) filed with the 2001 Form 10-K).
|
10(ab)
|
--
|
Amended
and
Restated Agreement of Partnership of Sunvalley Associates, a California
general partnership (incorporated herein by reference to Exhibit
10(a)
filed with the 2002 Second Quarter Form
10-Q/A).
|
10(ac)
|
--
|
Operating
Agreement of Taubman Land Associates, a Delaware Limited Liability
Company, dated October 20, 2006.
|
*10(ad)
|
--
|
Summary
of
Compensation for the Board of Directors of Taubman Centers, Inc.
(incorporated herein by reference to Exhibit 10.1 filed with the
Registrant’s Current Report on Form 8-K dated December 7,
2004).
|
*10(ae)
|
--
|
Summary
of
Compensation for the Board of Directors of Taubman Centers, Inc.
|
*10(af)
|
--
|
The
Form of
The Taubman Company Restricted Stock Unit Award Agreement (incorporated
by
reference to Exhibit 10 of the Registrant’s Current Report on Form 8-K
dated May 18, 2005).
|
*10(ag)
|
--
|
The
Taubman
Centers, Inc. Non-Employee Directors’ Deferred Compensation Plan
(incorporated by reference to Exhibit 10 of the Registrant’s Current
Report on Form 8-K dated May 18,
2005).
|
*10(ah)
|
--
|
The
Form of
The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation
Plan (incorporated by reference to Exhibit 10 of the Registrant’s Current
Report on Form 8-K dated May 18, 2005).
|
12
|
--
|
Statement
Re:
Computation of Taubman Centers, Inc. Ratio of Earnings to Combined
Fixed
Charges and Preferred Dividends.
|
21
|
--
|
Subsidiaries
of Taubman Centers, Inc.
|
23
|
--
|
Consent
of
KPMG LLP.
|
24
|
--
|
Powers
of
Attorney.
|
31(a)
|
--
|
Certification
of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31(b)
|
--
|
Certification
of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32(a)
|
--
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
32(b)
|
--
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
99(a)
|
--
|
Debt
Maturity
Schedule.
|
99(b)
|
--
|
Real
Estate
and Accumulated Depreciation Schedule of the Unconsolidated Joint
Ventures
of The Taubman Realty Group Limited
Partnership.
|