Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | TAUBMAN CENTERS INC. | |
Entity Central Index Key | 890,319 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 60,430,613 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Properties | $ 4,102,661 | $ 3,713,215 |
Accumulated depreciation and amortization | (1,124,324) | (1,052,027) |
Real Estate Investment Property, Net | 2,978,337 | 2,661,188 |
Investment in Unconsolidated Joint Ventures (Notes 2 and 4) | 621,489 | 433,911 |
Cash and cash equivalents | 59,707 | 206,635 |
Restricted cash (Note 5) | 1,002 | 6,447 |
Accounts and notes receivable, less allowance for doubtful accounts of $5,329 and $2,974 in 2016 and 2015 | 52,543 | 54,547 |
Accounts receivable from related parties | 1,899 | 2,478 |
Deferred charges and other assets (Note 1) | 296,187 | 181,304 |
Total Assets | 4,011,164 | 3,546,510 |
Liabilities: | ||
Notes payable, net (Notes 1 and 5) | 3,203,697 | 2,627,088 |
Accounts payable and accrued liabilities | 387,107 | 334,525 |
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures (Note 4) | 465,118 | 464,086 |
Total Liabilities | 4,055,922 | 3,425,699 |
Commitments and contingencies (Notes 5, 7, 8, 9, and 10) | ||
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||
Redeemable noncontrolling interest (Note 7) | 8,432 | |
Equity: | ||
Series B Non-Participating Convertible Preferred Stock, $0.001 par and liquidation value, 40,000,000 shares authorized, 25,029,059 and 25,044,939 shares issued and outstanding at September 30, 2016 and December 31, 2015 | 25 | 25 |
Common Stock, $0.01 par value, 250,000,000 shares authorized, 60,405,097 and 60,233,561 shares issued and outstanding at September 30, 2016 and December 31, 2015 | 604 | 602 |
Additional paid-in capital | 653,839 | 652,146 |
Accumulated other comprehensive income (loss) (Note 13) | (26,430) | (27,220) |
Dividends in excess of net income | (543,137) | (512,746) |
Stockholders' Equity Attributable to Parent | 84,901 | 112,807 |
Noncontrolling interests (Note 7) | (138,091) | 8,004 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (53,190) | 120,811 |
Total Liabilities and Equity | $ 4,011,164 | $ 3,546,510 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 5,329,000 | $ 2,974,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 60,405,097 | 60,233,561 |
Common stock, shares outstanding | 60,405,097 | 60,233,561 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, liquidation preference per share | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred Stock, shares issued | 25,029,059 | 25,044,939 |
Preferred Stock, shares outstanding | 25,029,059 | 25,044,939 |
Series J Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0 | $ 0 |
Preferred Stock, liquidation preference | $ 192,500,000 | $ 192,500,000 |
Preferred Stock, shares authorized | 7,700,000 | 7,700,000 |
Preferred Stock, shares issued | 7,700,000 | 7,700,000 |
Preferred Stock, shares outstanding | 7,700,000 | 7,700,000 |
Series K Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0 | $ 0 |
Preferred Stock, liquidation preference | $ 170,000,000 | $ 170,000,000 |
Preferred Stock, shares authorized | 6,800,000 | 6,800,000 |
Preferred Stock, shares issued | 6,800,000 | 6,800,000 |
Preferred Stock, shares outstanding | 6,800,000 | 6,800,000 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Minimum rents | $ 81,402 | $ 77,484 | $ 246,073 | $ 228,920 |
Percentage rents | 6,264 | 5,032 | 9,960 | 9,039 |
Expense recoveries | 52,151 | 47,206 | 147,291 | 137,138 |
Management, leasing, and development services (Note 2) | 1,399 | 3,367 | 26,323 | 9,665 |
Other | 6,805 | 6,894 | 16,719 | 16,183 |
Total Revenues | 148,021 | 139,983 | 446,366 | 400,945 |
Expenses: | ||||
Maintenance, taxes, utilities, and promotion | 39,053 | 37,230 | 109,908 | 103,970 |
Other operating | 18,592 | 12,732 | 57,782 | 40,630 |
Management, leasing, and development services | 1,268 | 1,558 | 3,034 | 4,099 |
General and administrative (Note 9) | 11,578 | 8,615 | 34,651 | 32,595 |
Interest expense | 22,129 | 16,145 | 61,845 | 44,451 |
Depreciation and amortization | 40,637 | 27,156 | 100,099 | 77,575 |
Operating Expenses | 133,257 | 103,436 | 367,319 | 303,320 |
Nonoperating income, net | 4,569 | 1,010 | 8,715 | 3,712 |
Income before income tax expense, equity in income of Unconsolidated Joint Ventures, and gain on dispositions, net of tax | 19,333 | 37,557 | 87,762 | 101,337 |
Income tax benefit (expense) (Note 3) | 460 | (584) | (284) | (2,110) |
Equity in income of Unconsolidated Joint Ventures (Note 4) | 15,391 | 15,219 | 49,779 | 46,298 |
Income before gain on dispositions, net of tax | 35,184 | 52,192 | 137,257 | 145,525 |
Gain on dispositions, net of tax (Note 3) | 437 | 437 | ||
Net income | 35,184 | 52,629 | 137,257 | 145,962 |
Net income attributable to noncontrolling interests (Note 7) | (10,111) | (15,931) | (40,248) | (43,858) |
Net income attributable to Taubman Centers, Inc. | 25,073 | 36,698 | 97,009 | 102,104 |
Distributions to participating securities of TRG (Note 9) | (537) | (492) | (1,573) | (1,477) |
Preferred stock dividends | (5,784) | (5,784) | (17,353) | (17,353) |
Net income attributable to Taubman Centers, Inc. common shareowners | 18,752 | 30,422 | 78,083 | 83,274 |
Other comprehensive income (Note 13): | ||||
Unrealized gain (loss) on interest rate instruments and other | 1,520 | (10,796) | (15,024) | (18,341) |
Cumulative translation adjustment | 7,222 | (11,433) | 7,529 | (15,458) |
Reclassification adjustment for amounts recognized in net income | 3,241 | 3,084 | 8,612 | 8,919 |
Other comprehensive income (loss) | 11,983 | (19,145) | 1,117 | (24,880) |
Comprehensive income | 47,167 | 33,484 | 138,374 | 121,082 |
Comprehensive income attributable to noncontrolling interests | (13,744) | (10,294) | (40,937) | (36,549) |
Comprehensive income attributable to Taubman Centers, Inc. | $ 33,423 | $ 23,190 | $ 97,437 | $ 84,533 |
Basic earnings per common share (Note 11) | $ 0.31 | $ 0.50 | $ 1.29 | $ 1.35 |
Diluted earnings per common share (Note 11) | 0.31 | 0.50 | 1.29 | 1.34 |
Cash dividends declared per common share | $ 0.5950 | $ 0.5650 | $ 1.7850 | $ 1.6950 |
Weighted average number of common shares outstanding – basic | 60,396,902 | 60,713,379 | 60,341,863 | 61,778,051 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Distributions in Excess of Net Income [Member] | Noncontrolling Interest [Member] | Taubman Asia Redeemable Noncontrolling Interest [Member] |
Balance at Dec. 31, 2014 | $ 419,943,000 | $ 25,000 | $ 633,000 | $ 815,961,000 | $ (15,068,000) | $ (483,188,000) | $ 101,580,000 | |
Balance (in shares) at Dec. 31, 2014 | 39,617,000 | 63,324,409 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock pursuant to Continuing Offer (Notes 9 and 10) | 0 | $ 1,000 | (1,000) | |||||
Issuance of stock pursuant to Continuing Offer (Notes 9 and 10), shares | (72,061) | 73,295 | ||||||
Repurchase of common stock (Note 6) | (250,808,000) | $ (34,000) | (250,774,000) | |||||
Repurchase of common stock (Note 6), Shares | (3,434,703) | |||||||
Share-based compensation under employee and director benefit plans (Note 9) | 15,363,000 | $ 3,000 | 15,360,000 | |||||
Share-based compensation under employee and director benefit plans (Note 9), shares | 295,749 | |||||||
Adjustments of noncontrolling interests (Notes 7 and 14) | (9,296,000) | 68,993,000 | (198,000) | (78,091,000) | ||||
Dividends and distributions | (173,434,000) | (122,648,000) | ||||||
Distributions to noncontrolling interests (Excludes distributions attributable to redeemable noncontrolling interest (Note 7) | (50,786,000) | |||||||
Other | (420,000) | 11,000 | (431,000) | |||||
Net Income, Including Portion Attributable to Noncontrolling Interest | 145,962,000 | 102,104,000 | 43,858,000 | |||||
Unrealized loss on interest rate instruments and other | (18,341,000) | (12,953,000) | (5,388,000) | |||||
Cumulative translation adjustment | (15,458,000) | (10,917,000) | (4,541,000) | |||||
Reclassification adjustment for amounts recognized in net income | 8,919,000 | 6,299,000 | 2,620,000 | |||||
Balance at Sep. 30, 2015 | 122,430,000 | $ 25,000 | $ 603,000 | 649,550,000 | (32,837,000) | (504,163,000) | 9,252,000 | |
Balance (in shares) at Sep. 30, 2015 | 39,544,939 | 60,258,750 | ||||||
Balance at Dec. 31, 2015 | 120,811,000 | $ 25,000 | $ 602,000 | 652,146,000 | (27,220,000) | (512,746,000) | 8,004,000 | |
Balance (in shares) at Dec. 31, 2015 | 39,544,939 | 60,233,561 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock pursuant to Continuing Offer (Notes 9 and 10) | 0 | |||||||
Issuance of stock pursuant to Continuing Offer (Notes 9 and 10), shares | (15,880) | 15,880 | ||||||
Share-based compensation under employee and director benefit plans (Note 9) | 13,108,000 | $ 2,000 | 13,106,000 | |||||
Share-based compensation under employee and director benefit plans (Note 9), shares | 155,656 | |||||||
Taubman Asia President redeemable equity adjustment (Note 7) | (13,582,000) | (13,582,000) | $ (13,582,000) | |||||
Adjustments of noncontrolling interests (Notes 7 and 14) | (362,000) | 2,167,000 | (2,529,000) | |||||
Dividends and distributions | (311,206,000) | (126,703,000) | ||||||
Distributions to noncontrolling interests (Excludes distributions attributable to redeemable noncontrolling interest (Note 7) | (184,503,000) | |||||||
Distributions attributable to redeemable noncontrolling interest | (7,150,000) | |||||||
Other | (695,000) | 2,000 | (697,000) | |||||
Net Income, Including Portion Attributable to Noncontrolling Interest | 137,257,000 | |||||||
Net income (excludes net loss attributable to redeemable noncontrolling interest) (Note 7) | 137,619,000 | 97,009,000 | 40,610,000 | |||||
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | (362,000) | $ (362,000) | ||||||
Unrealized loss on interest rate instruments and other | (15,024,000) | (10,615,000) | (4,409,000) | |||||
Cumulative translation adjustment | 7,529,000 | 5,320,000 | 2,209,000 | |||||
Reclassification adjustment for amounts recognized in net income | 8,612,000 | 6,085,000 | 2,527,000 | |||||
Balance at Sep. 30, 2016 | $ (53,190,000) | $ 25,000 | $ 604,000 | $ 653,839,000 | $ (26,430,000) | $ (543,137,000) | $ (138,091,000) | |
Balance (in shares) at Sep. 30, 2016 | 39,529,059 | 60,405,097 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows From Operating Activities: | ||
Net income | $ 137,257 | $ 145,962 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 100,099 | 77,575 |
Provision for bad debts | 4,731 | 2,209 |
Gain on sales of peripheral land | (1,827) | |
Other | 12,909 | 11,497 |
Increase (decrease) in cash attributable to changes in assets and liabilities: | ||
Receivables, restricted cash, deferred charges, and other assets | (13,363) | (4,777) |
Accounts payable and accrued liabilities | 2,117 | 886 |
Net Cash Provided By Operating Activities | 241,923 | 233,352 |
Cash Flows From Investing Activities: | ||
Additions to properties | (377,192) | (335,169) |
Proceeds from sales of peripheral land | 11,258 | |
Cash drawn from (provided to) escrow or deposits related to center construction projects (Note 2) | (103,463) | 25,061 |
Contributions to Unconsolidated Joint Ventures | (42,322) | (73,746) |
Contribution for acquisition of Country Club Plaza (Note 2) | (314,245) | |
Distributions from Unconsolidated Joint Ventures in excess of income (Note 2) | 177,614 | 136 |
Other | 61 | 719 |
Net Cash Used In Investing Activities | (648,289) | (382,999) |
Cash Flows From Financing Activities: | ||
Proceeds from revolving lines of credit, net | 209,505 | |
Debt proceeds | 732,081 | 1,131,347 |
Debt payments | (365,978) | (561,680) |
Debt issuance costs | (1,620) | (12,884) |
Repurchase of common stock | (250,808) | |
Issuance of common stock and/or partnership units in connection with incentive plans | 1,806 | 4,594 |
Distributions to noncontrolling interests (Notes 5 and 7) | (191,653) | (50,786) |
Distributions to participating securities of TRG | (1,573) | (1,477) |
Contributions from noncontrolling interests (Note 7) | 2,000 | |
Cash dividends to preferred shareowners | (17,353) | (17,353) |
Cash dividends to common shareowners | (107,777) | (103,818) |
Net Cash Provided By Financing Activities | 259,438 | 137,135 |
Net Decrease In Cash and Cash Equivalents | (146,928) | (12,512) |
Cash and Cash Equivalents at Beginning of Period | 206,635 | 276,423 |
Cash and Cash Equivalents at End of Period | $ 59,707 | $ 263,911 |
Interim Financial Statements
Interim Financial Statements | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements [Abstract] | |
Interim Financial Statements | Interim Financial Statements General Taubman Centers, Inc. (the Company or TCO) is a Michigan corporation that operates as a self-administered and self-managed real estate investment trust (REIT). The Taubman Realty Group Limited Partnership (the Operating Partnership or TRG) is a majority-owned partnership subsidiary of TCO that owns direct or indirect interests in all of the Company’s real estate properties. In this report, the term “Company" refers to TCO, the Operating Partnership, and/or the Operating Partnership's subsidiaries as the context may require. The Company engages in the ownership, management, leasing, acquisition, disposition, development, and expansion of regional and super-regional retail shopping centers and interests therein. The Company’s owned portfolio as of September 30, 2016 included 23 urban and suburban shopping centers operating in 11 U.S. states, Puerto Rico, South Korea, and China. Taubman Properties Asia LLC and its subsidiaries (Taubman Asia), which is the platform for the Company’s operations and developments in China and South Korea, is headquartered in Hong Kong. The unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 . In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year. Dollar amounts presented in tables within the notes to the financial statements are stated in thousands, except share data or as otherwise noted. Consolidation The consolidated financial statements of the Company include all accounts of the Company, the Operating Partnership, and its consolidated subsidiaries, including The Taubman Company LLC (the Manager) and Taubman Asia. All intercompany transactions have been eliminated. The entities included in these consolidated financial statements are separate legal entities and maintain records and books of account separate from any other entity. However, inclusion of these separate entities in the consolidated financial statements does not mean that the assets and credit of each of these legal entities are available to satisfy the debts or other obligations of any other such legal entity included in the consolidated financial statements. Investments in entities not controlled but over which the Company may exercise significant influence (Unconsolidated Joint Ventures or UJVs) are accounted for under the equity method. The Company has evaluated its investments in the Unconsolidated Joint Ventures under guidance for determining whether an entity is a variable interest entity and has concluded that the ventures are not variable interest entities. Accordingly, the Company accounts for its interests in these entities under general accounting standards for investments in real estate ventures (including guidance for determining effective control of a limited partnership or similar entity). The Company’s partners or other owners in these Unconsolidated Joint Ventures have substantive participating rights including approval rights over annual operating budgets, capital spending, financing, admission of new partners/members, or sale of the properties and the Company has concluded that the equity method of accounting is appropriate for these interests. Specifically, the Company’s 79% and 50.1% investments in Westfarms and International Plaza, respectively, are through general partnerships in which the other general partners have participating rights over annual operating budgets, capital spending, refinancing, or sale of the property. The Company provides its beneficial interest in certain financial information of its Unconsolidated Joint Ventures (Notes 4 and 5). This beneficial information is derived as the Company's ownership interest in the investee multiplied by the specific financial statement item being presented. Investors are cautioned that deriving the Company's beneficial interest in this manner may not accurately depict the legal and economic implications of holding a noncontrolling interest in the investee. In 2016, the Company adopted Accounting Standards Update (ASU) No. 2015-02, “Amendments to the Consolidation Analysis.” This standard amends certain guidance applicable to the consolidation of various legal entities, including variable interest entities (VIE). The Company evaluated the application of the ASU and concluded that no change was required to its accounting or reporting for any of its interests in less than wholly owned joint ventures. However, under the new guidance all of the Company’s consolidated joint ventures, including the Operating Partnership, now meet the definition and criteria as VIEs. The Company or an affiliate of the Company is the primary beneficiary of each VIE. In determining the method of accounting for partially owned joint ventures, the Company evaluates the characteristics of associated entities and determines whether an entity is a VIE, and, if so, determines whether the Company is the primary beneficiary by analyzing whether the Company has both the power to direct the entity's significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity's operations, the entity's financing and capital structure, and contractual relationship and terms, including consideration of governance and decision making rights. The Company consolidates a VIE when it has determined that it is the primary beneficiary. The Company’s sole significant asset is its investment in the Operating Partnership and, consequently, substantially all of the Company’s consolidated assets and liabilities are assets and liabilities of the Operating Partnership. All of the Company’s debt (Note 5) is an obligation of the Operating Partnership or its consolidated subsidiaries. Note 5 also provides disclosure of guarantees provided by the Operating Partnership to certain consolidated joint ventures. Note 7 provides additional disclosures of the carrying balance of the noncontrolling interests in its consolidated joint ventures and other information, including a description of certain rights of the noncontrolling owners. Ownership In addition to the Company’s common stock, there were three classes of preferred stock outstanding (Series B, J, and K) as of September 30, 2016 . Dividends on the 6.5% Series J Cumulative Redeemable Preferred Stock (Series J Preferred Stock) and the 6.25% Series K Cumulative Redeemable Preferred Stock (Series K Preferred Stock) are cumulative and are paid on the last day of each calendar quarter. The Company owns corresponding Series J and Series K Preferred Equity interests in the Operating Partnership that entitle the Company to income and distributions (in the form of guaranteed payments) in amounts equal to the dividends payable on the Company’s Series J and Series K Preferred Stock. The Company also is obligated to issue to partners in the Operating Partnership other than the Company, upon subscription, one share of nonparticipating Series B Preferred Stock per each Operating Partnership unit . The Series B Preferred Stock entitles its holders to one vote per share on all matters submitted to the Company’s shareowners and votes together with the common stock on all matters as a single class. The holders of Series B Preferred Stock are not entitled to dividends or earnings. The Series B Preferred Stock is convertible into the Company’s common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock . Outstanding voting securities of the Company at September 30, 2016 consisted of 25,029,059 shares of Series B Preferred Stock and 60,405,097 shares of common stock. The Operating Partnership At September 30, 2016 , the Operating Partnership’s equity included two classes of preferred equity (Series J and K) and the net equity of the partnership unitholders. Net income and distributions of the Operating Partnership are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in the Operating Partnership in accordance with their percentage ownership. The Series J and Series K Preferred Equity are owned by the Company and are eliminated in consolidation. The Company's ownership in the Operating Partnership at September 30, 2016 consisted of a 71% managing general partnership interest, as well as the Series J and Series K Preferred Equity interests. The Company's average ownership percentage in the Operating Partnership for both the nine months ended September 30, 2016 and 2015 was 71% . At September 30, 2016 , the Operating Partnership had 85,451,376 partnership units outstanding, of which the Company owned 60,405,097 units. Disclosures about partnership units outstanding exclude Profits Units granted or other share-based grants for which partnership units may eventually be issued (Note 9). Change in Accounting Policy - Debt Issuance Costs In April 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-03, "Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" which changed the presentation of debt issuance costs on the Consolidated Balance Sheet. In connection with the adoption of ASU No. 2015-03 on January 1, 2016, the Company retrospectively reclassified the December 31, 2015 Consolidated Balance Sheet to move $16.9 million of debt issuance costs out of Deferred Charges and Other Assets and into Notes Payable, Net as a direct deduction of the related debt liabilities. Prior to the reclassification, the Company reported $198.2 million and $2.644 billion within Deferred Charges and Other Assets and Notes Payable, respectively, on the Consolidated Balance Sheet as of December 31, 2015. In accordance with ASU No. 2015-15, the Company retained its current methodology for recording and presenting debt issuance costs incurred in connection with its revolving lines of credit and will continue to recognize those costs as Deferred Charges and Other Assets on the Consolidated Balance Sheet. Management’s Responsibility to Evaluate the Company’s Ability to Continue as a Going Concern In connection with the Company's adoption of ASU No. 2014-15 "Presentation of Financial Statements - Going Concern" on January 1, 2016, when preparing financial statements for each annual and interim reporting period, management now has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. No such conditions or events were identified as of the issuance date of the financial statements contained in this Quarterly Report on Form 10-Q . |
Acquisition, Redevelopments, an
Acquisition, Redevelopments, and Developments | 9 Months Ended |
Sep. 30, 2016 | |
Acquisition, Redevelopments, and Developments [Abstract] | |
Acquisition, Redevelopments, and Developments [Text Block] | Acquisition, Redevelopments, Developments, and Service Agreement Acquisition Country Club Plaza In March 2016, a joint venture that the Company formed with The Macerich Company acquired Country Club Plaza, a mixed-use retail and office property in Kansas City, Missouri, from Highwood Properties for $660 million ( $330 million at TRG's share) in cash, excluding transaction costs. The Company has a 50% ownership interest in the center, which is jointly managed by both companies. The Company's ownership interest in the center is accounted for as an Unconsolidated Joint Venture under the equity method. The joint venture determined the fair value of assets acquired and liabilities assumed upon acquisition. Also, in March 2016, a 10 -year, $320 million ( $160 million at TRG's share) non-recourse financing was completed for this center. U.S. Redevelopments and Development Redevelopments The Company has ongoing redevelopment projects at Beverly Center and The Mall at Green Hills, which are expected to be completed in 2018 and 2019, respectively. In total, these two redevelopment projects are expected to cost approximately $700 million . As of September 30, 2016 , the Company's total capitalized costs related to these redevelopment projects were $128.4 million . International Market Place International Market Place, a 0.3 million square foot center in Waikiki, Honolulu, Hawaii, opened in August 2016. The center is anchored by Saks Fifth Avenue. The Company owns a 93.5% interest in the project, which is subject to a participating ground lease. The Company is funding all costs of the development. Asia Development CityOn.Xi'an The Company has a joint venture with Wangfujing Group Co., Ltd (Wangfujing), one of China's largest department store chains, which owns and manages an approximately 1.0 million square foot multi-level shopping center, CityOn.Xi'an, located at Xi'an Saigao City Plaza, a large-scale mixed-use development in Xi'an, China. The shopping center opened in April 2016. Also in April 2016, the joint venture effectively acquired the 40% noncontrolling interest in the project for approximately $150 million , increasing the partnership’s interest to 100% . The Company’s share of the purchase price for the additional interest was approximately $75 million . As a result of the acquisition, the Company’s effective ownership in the center is 50% , an increase from the Company’s previous 30% effective interest. This investment is classified within Investment in Unconsolidated Joint Ventures on the Consolidated Balance Sheet. CityOn.Zhengzhou The Company also has a second joint venture with Wangfujing which owns a majority interest in and will manage an approximately 1.0 million square foot multi-level shopping center, CityOn.Zhengzhou, under construction in Zhengzhou, China. The center is scheduled to open in March 2017. In July 2016, the Company acquired an additional 17% interest in the project. As a result of the acquisition, the Company’s effective ownership in the center is 49% , an increase from the Company's previous 32% effective interest. The Company expects the additional investment to be approximately $60 million , including the purchase price of the 17% interest as well as future funding of construction at the increased ownership percentage. As of September 30, 2016 , the Company's share of total project costs was $157.5 million , which was decreased by $4.2 million for the change in exchange rates. This investment is classified within Investment in Unconsolidated Joint Ventures on the Consolidated Balance Sheet. Starfield Hanam The Company's joint venture with Shinsegae Group, one of South Korea's largest retailers, owns and manages an approximately 1.7 million square foot shopping center, Starfield Hanam, located in Hanam, South Korea. The shopping center opened in September 2016. The Company has partnered with a major institution in Asia for a 49% ownership interest in Starfield Hanam. The institutional partner owns 14.7% of the center, bringing the Company's effective ownership to 34.3% . This investment is classified within Investment in Unconsolidated Joint Ventures on the Consolidated Balance Sheet. Restricted Deposits During 2016, the Company provided $108.2 million of restricted deposits related to its Asia joint ventures and other investments. These deposits are classified within Deferred Charges and Other Assets on the Consolidated Balance Sheet. Service Agreement The Shops at Crystals In April 2016, the third party leasing agreement for The Shops at Crystals was terminated in connection with a change in ownership of the center. As a result, the Company recognized management, leasing, and development services revenue for the lump sum payment of $21.7 million received in May 2016 in connection with the termination. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Tax Expense The Company’s income tax expense (benefit) for the three and nine months ended September 30, 2016 and 2015 consisted of the following: Three Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Federal current $ 52 $ 1,092 $ 1,849 $ 1,848 Federal deferred (666 ) 134 (1,852 ) 29 Foreign current 72 (178 ) 222 588 Foreign deferred 168 (24 ) 99 (180 ) State current 45 (856 ) 252 (601 ) State deferred (131 ) (21 ) (286 ) (11 ) Total income tax expense (benefit) $ (460 ) $ 147 $ 284 $ 1,673 Less income tax benefit allocated to Gain on Dispositions (1) 437 437 Total income tax expense (benefit) $ (460 ) $ 584 $ 284 $ 2,110 (1) Amount represents an adjustment of the income taxes incurred as part of the Company's sale of interests in International Plaza in January 2014. The adjustment is classified within Gain on Dispositions, Net of Tax on the Consolidated Statement of Operations and Comprehensive Income. Deferred Taxes Deferred tax assets and liabilities as of September 30, 2016 and December 31, 2015 were as follows: 2016 2015 Deferred tax assets: Federal $ 2,677 $ 1,427 Foreign 1,726 1,676 State 1,037 944 Total deferred tax assets $ 5,440 $ 4,047 Valuation allowances (1,754 ) (1,913 ) Net deferred tax assets $ 3,686 $ 2,134 Deferred tax liabilities: Federal $ 602 Foreign $ 663 501 State 70 Total deferred tax liabilities $ 663 $ 1,173 The Company believes that it is more likely than not that the results of future operations will generate sufficient taxable income to recognize the net deferred tax assets. These future operations are primarily dependent upon the Manager’s profitability, the timing and amounts of gains on peripheral land sales, the profitability of Taubman Asia's operations, and other factors affecting the results of operations of the taxable REIT subsidiaries. The valuation allowances relate to net operating loss carryforwards and tax basis differences where there is uncertainty regarding their realizability. |
Investments in Unconsolidated J
Investments in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Joint Ventures | Investments in Unconsolidated Joint Ventures General Information The Company owns beneficial interests in joint ventures that own shopping centers. The Operating Partnership is the sole direct or indirect managing general partner or managing member of Fair Oaks, International Plaza, Stamford Town Center, Sunvalley, The Mall at University Town Center, and Westfarms. The Operating Partnership also provides certain management, leasing, and/or development services to the other shopping centers noted below. Shopping Center Ownership as of September 30, 2016 and December 31, 2015 CityOn.Xi'an (1) 50/30% CityOn.Zhengzhou (under construction) Note 2 Country Club Plaza (2) 50/0 Fair Oaks 50 International Plaza 50.1 The Mall at Millenia 50 Stamford Town Center 50 Starfield Hanam 34.3 Sunvalley 50 The Mall at University Town Center 50 Waterside Shops 50 Westfarms 79 (1) In April 2016, the joint venture effectively acquired the 40% noncontrolling interest in the project. As a result of the acquisition, the Company’s effective ownership is 50% , an increase from the Company’s previous 30% effective interest (Note 2). (2) In March 2016, the Company acquired a 50% ownership interest in Country Club Plaza (Note 2). The Company's carrying value of its Investment in Unconsolidated Joint Ventures differs from its share of the partnership or members’ equity reported on the combined balance sheet of the Unconsolidated Joint Ventures due to (i) the Company's cost of its investment in excess of the historical net book values of the Unconsolidated Joint Ventures and (ii) the Operating Partnership’s adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the Unconsolidated Joint Ventures. The Company's additional basis allocated to depreciable assets is recognized on a straight-line basis over 40 years . The Operating Partnership’s differences in bases are amortized over the useful lives or terms of the related assets and liabilities. In its Consolidated Balance Sheet, the Company separately reports its investment in Unconsolidated Joint Ventures for which accumulated distributions have exceeded investments in and net income of the Unconsolidated Joint Ventures. The net equity of certain joint ventures is less than zero because distributions are usually greater than net income, as net income includes non-cash charges for depreciation and amortization. In addition, any distributions related to refinancing of the centers further decrease the net equity of the centers. Combined Financial Information Combined balance sheet and results of operations information is presented in the following table for the Unconsolidated Joint Ventures, followed by the Operating Partnership's beneficial interest in the combined operations information. The combined information of the Unconsolidated Joint Ventures as of September 30, 2016 and December 31, 2015 excludes the balances of Starfield Hanam, which opened in September 2016, as well as CityOn.Zhengzhou, which is under construction (Note 2). In addition, the combined information of the Unconsolidated Joint Ventures as of December 31, 2015 excluded the balances of CityOn.Xi'an, which was under construction as of December 31, 2015 (Note 2). Beneficial interest is calculated based on the Operating Partnership's ownership interest in each of the Unconsolidated Joint Ventures. September 30, December 31, Assets: Properties $ 2,558,697 $ 1,628,492 Accumulated depreciation and amortization (637,141 ) (589,145 ) $ 1,921,556 $ 1,039,347 Cash and cash equivalents 38,990 36,047 Accounts and notes receivable, less allowance for doubtful accounts of $3,278 and $1,602 in 2016 and 2015 59,700 42,361 Deferred charges and other assets (1) 76,407 32,660 $ 2,096,653 $ 1,150,415 Liabilities and accumulated deficiency in assets: Notes payable, net (1)(2) $ 2,298,698 $ 1,994,298 Accounts payable and other liabilities 304,212 70,539 TRG's accumulated deficiency in assets (299,486 ) (512,256 ) Unconsolidated Joint Venture Partners' accumulated deficiency in assets (206,771 ) (402,166 ) $ 2,096,653 $ 1,150,415 TRG's accumulated deficiency in assets (above) $ (299,486 ) $ (512,256 ) TRG's investment in Starfield Hanam and centers under construction (Note 2) 283,025 296,847 TRG basis adjustments, including elimination of intercompany profit 121,275 132,218 TCO's additional basis 51,557 53,016 Net investment in Unconsolidated Joint Ventures $ 156,371 $ (30,175 ) Distributions in excess of investments in and net income of Unconsolidated Joint Ventures 465,118 464,086 Investment in Unconsolidated Joint Ventures $ 621,489 $ 433,911 (1) The December 31, 2015 balance has been adjusted in connection with the Company's adoption of ASU No. 2015-03 "Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (Note 1). (2) The Notes Payable, Net amounts exclude the construction financings outstanding for Starfield Hanam of $335.2 million ( $115.0 million at TRG's share) and $52.9 million ( $18.1 million at TRG's share) as of September 30, 2016 and December 31, 2015 , respectively, and CityOn.Zhengzhou of $73.5 million ( $36.0 million at TRG's share) and $44.7 million ( $14.2 million at TRG's share) as of September 30, 2016 and December 31, 2015 , respectively, and the related debt issuance costs. Three Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Revenues $ 119,277 $ 91,000 $ 325,231 $ 271,332 Maintenance, taxes, utilities, promotion, and other operating expenses $ 43,248 $ 28,922 $ 114,960 $ 85,203 Interest expense 26,583 21,390 73,669 63,937 Depreciation and amortization 26,613 13,899 61,736 40,305 Income tax expense 315 315 Total operating costs $ 96,759 $ 64,211 $ 250,680 $ 189,445 Nonoperating income (expense) (594 ) (1 ) 512 4 Net income $ 21,924 $ 26,788 $ 75,063 $ 81,891 Net income attributable to TRG $ 11,058 $ 14,636 $ 40,851 $ 45,124 Realized intercompany profit, net of depreciation on TRG’s basis adjustments 4,821 1,071 10,388 2,634 Depreciation of TCO's additional basis (488 ) (488 ) (1,460 ) (1,460 ) Equity in income of Unconsolidated Joint Ventures $ 15,391 $ 15,219 $ 49,779 $ 46,298 Beneficial interest in Unconsolidated Joint Ventures’ operations: Revenues less maintenance, taxes, utilities, promotion, and other operating expenses $ 44,975 $ 35,308 $ 125,102 $ 105,725 Interest expense (14,274 ) (11,431 ) (39,009 ) (34,199 ) Depreciation and amortization (14,995 ) (8,658 ) (35,999 ) (25,228 ) Income tax expense (315 ) (315 ) Equity in income of Unconsolidated Joint Ventures $ 15,391 $ 15,219 $ 49,779 $ 46,298 |
Beneficial Interest in Debt and
Beneficial Interest in Debt and Interest Expense | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Beneficial interest in Debt and Interest Expense | Beneficial Interest in Debt and Interest Expense The Operating Partnership's beneficial interest in the debt, capitalized interest, and interest expense of its consolidated subsidiaries and its Unconsolidated Joint Ventures is summarized in the following table. The Operating Partnership's beneficial interest in the consolidated subsidiaries excludes debt and interest related to the noncontrolling interest in Cherry Creek Shopping Center ( 50% ), International Market Place ( 6.5% ), and The Mall of San Juan ( 5% ). At 100% At Beneficial Interest Consolidated Subsidiaries Unconsolidated Joint Ventures Consolidated Subsidiaries Unconsolidated Joint Ventures Debt as of: September 30, 2016 $ 3,203,697 $ 2,703,586 $ 2,899,417 $ 1,385,282 December 31, 2015 (1) 2,627,088 2,087,552 2,468,451 1,116,395 Capitalized interest: Nine Months Ended September 30, 2016 $ 17,892 (2) $ 2,188 (3) $ 17,841 $ 2,188 (3) Nine Months Ended September 30, 2015 24,569 (2) 289 23,693 145 Interest expense: Nine Months Ended September 30, 2016 $ 61,845 $ 73,669 $ 54,459 $ 39,009 Nine Months Ended September 30, 2015 44,451 63,937 39,357 34,199 (1) The December 31, 2015 balances have been adjusted in connection with the Company's adoption of ASU No. 2015-03 "Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (Note 1). (2) The Company capitalizes interest costs incurred in funding its equity contributions to development projects accounted for as Unconsolidated Joint Ventures. The capitalized interest cost is included in the Company's basis in its investment in Unconsolidated Joint Ventures. Such capitalized interest reduces interest expense on the Company's Consolidated Statement of Operations and Comprehensive Income and in the table above is included within Consolidated Subsidiaries. (3) Capitalized interest on the Asia Unconsolidated Joint Venture construction financings is presented at the Company's beneficial interest in both the Unconsolidated Joint Ventures (at 100%) and Unconsolidated Joint Ventures (at Beneficial Interest) columns. 2016 Financings In May 2016, a 12 -year, $550.0 million non-recourse refinancing was completed for Cherry Creek Shopping Center, a consolidated joint venture. The loan is interest-only during the entire term at an all-in fixed rate of 3.87% . The proceeds from the borrowing were used to repay the existing $280.0 million , 5.24% fixed rate loan, which was scheduled to mature in June 2016, with the remaining net proceeds distributed to the joint venture partners based on the partnership agreement ownership percentages. The Company's approximately $135 million share of excess proceeds was used to pay down its revolving lines of credit. In April 2016, the Company extended the $65.0 million secured secondary revolving credit facility for one year upon maturity. All significant terms of the credit facility remain unchanged as a result of the extension. In April 2016, the Company repaid the $81.5 million , 6.10% stated fixed rate loan on The Gardens on El Paseo, which was scheduled to mature in June 2016. Upcoming Maturities The construction facility for The Mall of San Juan matures in April 2017. As of September 30, 2016 , the outstanding balance of this construction facility was $296.4 million . The Company is currently evaluating options related to exercising the initial one-year extension option, refinancing, or paying off this construction facility. The $65.0 million secured secondary revolving credit facility matures in April 2017. The Company will evaluate its options related to the extension of this facility. Debt Covenants and Guarantees Certain loan agreements contain various restrictive covenants, including the following corporate covenants on the Company’s unsecured primary revolving line of credit, unsecured term loan, and the construction facilities on The Mall of San Juan and International Market Place: a minimum net worth requirement, a maximum total leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a maximum recourse secured debt ratio, and a maximum payout ratio. In addition, the Company’s primary revolving line of credit and term loan have unencumbered pool covenants, which currently apply to Beverly Center, Dolphin Mall, and Twelve Oaks Mall on a combined basis. These covenants include a minimum number and minimum value of eligible unencumbered assets, a maximum unencumbered leverage ratio, a minimum unencumbered interest coverage ratio, and a minimum unencumbered asset occupancy ratio. As of September 30, 2016 , the corporate total leverage ratio was the most restrictive covenant. The Company was in compliance with all of its covenants and loan obligations as of September 30, 2016 . The maximum payout ratio covenant limits the payment of distributions generally to 95% of funds from operations, as defined in the loan agreements, except as required to maintain the Company’s tax status, pay preferred distributions, and for distributions related to the sale of certain assets. In connection with the financing of the construction facility at International Market Place, the Operating Partnership has provided an unconditional guarantee of the construction loan principal balance and all accrued but unpaid interest during the term of the loan. The Operating Partnership has also provided a guarantee as to the completion of construction of the center. The maximum amount of the construction facility is $330.9 million . The outstanding balance of the International Market Place construction financing facility as of September 30, 2016 was $236.1 million . Accrued but unpaid interest as of September 30, 2016 was $0.4 million . The Company believes the likelihood of a payment under the guarantees to be remote. In connection with the financing of the construction facility at The Mall at University Town Center, which is owned by an Unconsolidated Joint Venture, the Operating Partnership provided an unconditional guarantee of 25% of the construction loan principal balance and 50% of all accrued but unpaid interest during the term of the loan. The maximum amount of the construction facility was $225 million . The outstanding balance of The Mall at University Town Center construction financing facility as of September 30, 2016 was $221.5 million . Accrued but unpaid interest as of September 30, 2016 was $0.4 million . In October 2016, a 10 -year, $280 million non-recourse refinancing was completed for the center and the proceeds from the borrowing were used to pay off the outstanding balance of the construction facility. Upon repayment, the Operating Partnership was released from all guarantees related to the former construction facility. In connection with the financing of the construction facility at The Mall of San Juan, the Operating Partnership has provided an unconditional guarantee of the construction loan principal balance and all accrued but unpaid interest during the term of the loan. In addition, the Operating Partnership has provided a guarantee as to the completion of the center. The maximum amount of the construction facility is $320 million . The outstanding balance of The Mall of San Juan construction financing facility as of September 30, 2016 was $296.4 million . Accrued but unpaid interest as of September 30, 2016 was $0.3 million . The Company believes the likelihood of a payment under the guarantees to be remote. In connection with the $175 million additional financing at International Plaza, which is owned by an Unconsolidated Joint Venture, the Operating Partnership provided an unconditional and several guarantee of 50.1% of all obligations and liabilities related to an interest rate swap that was required on the debt for the term of the loan. As of September 30, 2016 , the interest rate swap was in a liability position of $6.5 million and had unpaid interest of $0.2 million . The Company believes the likelihood of a payment under the guarantee to be remote. Other The Company is required to escrow cash balances for specific uses stipulated by certain of its lenders and other various agreements. As of September 30, 2016 and December 31, 2015 , the Company’s cash balances restricted for these uses were $1.0 million and $6.4 million , respectively. |
Equity Transactions
Equity Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Equity Transactions [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Equity Transactions In August 2013, the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to $200 million of its outstanding common stock. In March 2015, the Company's Board of Directors increased the authorization by $250 million , bringing the total authorization to $450 million . The Company may repurchase shares from time to time on the open market or in privately negotiated transactions or otherwise, depending on market prices and other conditions. No shares have been repurchased in 2016. As of September 30, 2016 , the Company cumulatively repurchased 4,247,867 shares of its common stock at an average price of $71.79 per share, for a total of $304.9 million under the authorization. As of September 30, 2016 , $145.1 million remained available under the repurchase program. All shares repurchased have been cancelled. For each share of the Company’s stock repurchased, one of the Company’s Operating Partnership units was redeemed . Repurchases of common stock were financed through general corporate funds, including borrowings under existing revolving lines of credit. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Redeemable Noncontrolling Interests Taubman Asia President The Company's president of Taubman Asia (the Asia President) has an ownership interest in Taubman Asia, a consolidated subsidiary. As of September 30, 2016 , this interest entitled the Asia President to 5% of Taubman Asia's dividends, with 85% of his dividends being withheld as contributions to capital. These withholdings will continue until he contributes and maintains his capital consistent with his percentage ownership interest, including all capital funded by the Operating Partnership for Taubman Asia's operating and investment activities subsequent to the Asia President obtaining his ownership interest. The Operating Partnership has a preferred investment in Taubman Asia to the extent the Asia President has not yet contributed capital commensurate with his ownership interest. This preferred investment accrues an annual preferential return equal to the Operating Partnership's average borrowing rate (with the preferred investment and accrued return together being referred to herein as the preferred interest). In addition, Taubman Asia has the ability to call, and the Asia President has the ability to put, the Asia President’s ownership interest upon specified terminations of the Asia President’s employment, although such put or call right may not be exercised for specified time periods after certain termination events. The redemption price for the ownership interest is 50% (increasing to 100% as early as June 2017) of the fair value of the ownership interest less the amount required to return the Operating Partnership's preferred interest. The Company has determined that the Asia President's ownership interest in Taubman Asia qualifies as an equity award, considering its specific redemption provisions, and accounts for it as a contingently redeemable noncontrolling interest. The Company presents as temporary equity at each balance sheet date an estimate of the redemption value of the ownership interest, therefore falling into level 3 of the fair value hierarchy, taking into account the proportion of the Asia President's services rendered before he is fully vested. As of September 30, 2016 , the carrying amount of this redeemable equity was $8.4 million . Any adjustments to the redemption value are recorded through equity. In April 2016, the Company reacquired half of the Asia President’s ownership interest in Taubman Asia for $7.2 million . The Asia President contributed $2 million to Taubman Asia, which may be returned, in part or in whole, upon satisfaction of the re-evaluation of the full liquidation value of Taubman Asia as of April 2016; such re-evaluation will be performed at the Asia President's election on or after the third anniversary of the opening of specified Asia projects. The Asia President’s remaining 5% interest is puttable beginning in 2019 at the earliest, upon reaching certain specified milestones, and was classified as Redeemable Noncontrolling Interest on the Consolidated Balance Sheet. The $7.2 million acquisition price is reflected as a distribution to noncontrolling interests on the Consolidated Statement of Cash Flows. International Market Place The Company owns a 93.5% controlling interest in a joint venture that owns International Market Place in Waikiki, Honolulu, Hawaii, which opened in August 2016. The 6.5% joint venture partner has no obligation nor the right to contribute capital. The Company is entitled to a preferential return on its capital contributions. The Company has the right to purchase the joint venture partner's interest and the joint venture partner has the right to require the Company to purchase the joint venture partner's interest after the third anniversary of the opening of the center, and annually thereafter. The purchase price of the joint venture partner's interest will be based on fair value. Considering the redemption provisions, the Company accounts for the joint venture partner's interest as a contingently redeemable noncontrolling interest with a carrying value of zero at both September 30, 2016 and December 31, 2015 . Any adjustments to the redemption value are recorded through equity. Reconciliation of Redeemable Noncontrolling Interest 2016 Balance, January 1 Taubman Asia President vested redeemable equity $ 13,582 Distributions (7,150 ) Contributions 2,000 Allocation of net loss (362 ) Adjustments of redeemable noncontrolling interest 362 Balance, September 30 $ 8,432 Equity Balances of Non-redeemable Noncontrolling Interests The net equity balance of the non-redeemable noncontrolling interests as of September 30, 2016 and December 31, 2015 included the following: 2016 2015 Non-redeemable noncontrolling interests: Noncontrolling interests in consolidated joint ventures $ (157,373 ) $ (23,569 ) Noncontrolling interests in partnership equity of TRG 19,282 31,573 $ (138,091 ) $ 8,004 Net Income (Loss) Attributable to Noncontrolling Interests Net income (loss) attributable to the noncontrolling interests for the three months ended September 30, 2016 and September 30, 2015 included the following: 2016 2015 Net income (loss) attributable to noncontrolling interests: Non-redeemable noncontrolling interests: Noncontrolling share of income of consolidated joint ventures $ 1,779 $ 2,780 Noncontrolling share of income of TRG 8,449 13,151 $ 10,228 $ 15,931 Redeemable noncontrolling interest: (117 ) $ 10,111 $ 15,931 Net income (loss) attributable to the noncontrolling interests for the nine months ended September 30, 2016 and September 30, 2015 included the following: 2016 2015 Net income (loss) attributable to noncontrolling interests: Non-redeemable noncontrolling interests: Noncontrolling share of income of consolidated joint ventures $ 6,175 $ 8,043 Noncontrolling share of income of TRG 34,435 35,815 $ 40,610 $ 43,858 Redeemable noncontrolling interest: (362 ) $ 40,248 $ 43,858 Equity Transactions The following table presents the effects of changes in Taubman Centers, Inc.’s ownership interest in consolidated subsidiaries on Taubman Centers, Inc.’s equity for the nine months ended September 30, 2016 and September 30, 2015 : 2016 2015 Net income attributable to Taubman Centers, Inc. common shareowners $ 78,083 $ 83,274 Transfers from the noncontrolling interest: Increase in Taubman Centers, Inc.’s paid-in capital for adjustments of noncontrolling interest (1) 2,167 68,993 Net transfers from noncontrolling interests 2,167 68,993 Change from net income attributable to Taubman Centers, Inc. and transfers from noncontrolling interests $ 80,250 $ 152,267 (1) In 2016 and 2015, adjustments of the noncontrolling interest were made as a result of changes in the Company's ownership of the Operating Partnership in connection with the Company's share-based compensation under employee and director benefit plans (Note 9) and issuances of stock pursuant to the Continuing Offer (Note 10). In 2016, adjustments of the noncontrolling interest were also made in connection with the accounting for the Asia President's redeemable ownership interest. In 2015, adjustments of the noncontrolling interest were also made as a result of share repurchases (Note 6). Finite Life Entities Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. At September 30, 2016 , the Company held a controlling interest in a consolidated entity with a specified termination date in 2083 . The noncontrolling owners' interest in this entity is to be settled upon termination by distribution or transfer of either cash or specific assets of the underlying entity. The estimated fair value of this noncontrolling interest was approximately $360 million at September 30, 2016 , compared to a book value of $(157.4) million that is classified in Noncontrolling Interests on the Company’s Consolidated Balance Sheet. The fair value of the noncontrolling interest was calculated as the noncontrolling interest's ownership shares of the underlying property's fair value. The property's fair value was estimated by considering its in-place net operating income, current market capitalization rate, and mortgage debt outstanding. |
Derivative and Hedging Activiti
Derivative and Hedging Activities | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative and Hedging Activities | Derivative and Hedging Activities Risk Management Objective and Strategies for Using Derivatives The Company uses derivative instruments, such as interest rate swaps and interest rate caps, primarily to manage exposure to interest rate risks inherent in variable rate debt and refinancings. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. The Company’s interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date. The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging. As of September 30, 2016 , the Company had the following outstanding derivatives that were designated and are expected to be effective as cash flow hedges of the interest payments and/or the currency exchange rate on the associated debt. Instrument Type Ownership Notional Amount Swap Rate Credit Spread on Loan Total Swapped Rate on Loan Maturity Date Consolidated Subsidiaries: Receive variable (LIBOR) /pay-fixed swap (1) 100 % $ 200,000 1.64 % 1.45 % (1) 3.09 % (1) February 2019 Receive variable (LIBOR) /pay-fixed swap (1) 100 % 175,000 1.65 % 1.45 % (1) 3.10 % (1) February 2019 Receive variable (LIBOR) /pay-fixed swap (1) 100 % 100,000 1.64 % 1.45 % (1) 3.09 % (1) February 2019 Receive variable (LIBOR) /pay-fixed swap (2) 100 % 12,000 2.09 % 1.40 % 3.49 % March 2024 Unconsolidated Joint Ventures: Receive variable (LIBOR) /pay-fixed swap (3) 50 % 133,090 2.40 % 1.70 % 4.10 % April 2018 Receive variable (LIBOR) /pay-fixed swap (3) 50 % 133,090 2.40 % 1.70 % 4.10 % April 2018 Receive variable (LIBOR) /pay-fixed swap (4) 50.1 % 169,794 1.83 % 1.75 % 3.58 % December 2021 Receive variable (LIBOR) USD/pay-fixed Korean Won (KRW) cross-currency interest rate swap (5) 34.3 % 52,065 USD / 60,500,000 KRW 1.52 % 1.60 % 3.12 % September 2020 (1) The hedged forecasted transaction for each of these swaps is the first previously unhedged one-month LIBOR -indexed interest payments accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow. The Company is currently using these swaps to manage interest rate risk on the $475 million unsecured term loan. The credit spread on this loan can also vary within a range of 1.35% to 1.90% , depending on the Company's leverage ratio at the measurement date. (2) The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on the U.S. headquarters building. (3) The notional amount on each of these swaps is equal to 50% of the outstanding principal balance of the loan on Fair Oaks. (4) The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on International Plaza. (5) The notional amount on this swap is equal to the outstanding principal balance of the U.S. dollar construction loan for Starfield Hanam. There is a cross-currency interest rate swap to fix the interest rate on the loan and swap the related principal and interest payments from U.S. dollars to KRW in order to reduce the impact of fluctuations in interest rates and exchange rates on the cash flows of the joint venture. The currency swap exchange rate is 1,162.0 . Cash Flow Hedges For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the unrealized gain or loss on the derivative is reported as a component of Other Comprehensive Income (OCI). The ineffective portion of the change in fair value, if any, is recognized directly in earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in Accumulated Other Comprehensive Income (AOCI) during the term of the hedged debt transaction. Amounts reported in AOCI related to currently outstanding interest rate derivatives are recognized as an adjustment to income as interest payments are made on the Company’s variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCI are recognized as an adjustment to income over the term of the hedged debt transaction. Amounts reported in AOCI related to the cross-currency interest rate swap are recognized as an adjustment to income as transaction gains or losses arising from the remeasurement of foreign currency denominated loans are recognized and as actual interest and principal obligations are repaid. The Company expects that approximately $8.1 million of the AOCI of Taubman Centers, Inc. and the noncontrolling interests will be reclassified from AOCI and recognized as a reduction of income in the following 12 months. The following tables present the effect of derivative instruments on the Company’s Consolidated Statement of Operations and Comprehensive Income for the three and nine months ended September 30, 2016 and September 30, 2015 . The tables include the amount of gains or losses on outstanding derivative instruments recognized in OCI in cash flow hedging relationships and the location and amount of gains or losses reclassified from AOCI into income resulting from outstanding derivative instruments. During the three months ended September 30, 2016 and September 30, 2015 , the Company recognized $0.5 million of hedge ineffectiveness income and $0.3 million of hedge ineffectiveness expense, respectively, related to the swaps used to hedge the unsecured term loan. The hedge ineffectiveness for both periods was recorded in Nonoperating Income, Net on the Consolidated Statement of Operations and Comprehensive Income. In addition, during the three months ended September 30, 2015, the Company recorded a loss of $0.2 million in Equity in Income of Unconsolidated Joint Ventures on the Consolidated Statement of Operations and Comprehensive Income related to the Starfield Hanam swap prior to its hedge inception in September 2015. Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended September 30 Three Months Ended September 30 2016 2015 2016 2015 Derivatives in cash flow hedging relationships: Interest rate contracts – consolidated subsidiaries $ 2,933 $ (5,108 ) Interest Expense $ (1,446 ) $ (1,825 ) Interest rate contracts – UJVs 1,682 (2,434 ) Equity in Income of UJVs (940 ) (1,128 ) Cross-currency interest rate swap – UJV 146 (170 ) Equity in Income of UJVs (855 ) (131 ) Total derivatives in cash flow hedging relationships $ 4,761 $ (7,712 ) $ (3,241 ) $ (3,084 ) During the nine months ended September 30, 2016 and September 30, 2015 , the Company recognized $0.2 million of hedge ineffectiveness income and $0.5 million of hedge ineffectiveness expense, respectively, related to the swaps used to hedge the unsecured term loan. The hedge ineffectiveness for both periods was recorded in Nonoperating Income, Net on the Consolidated Statement of Operations and Comprehensive Income. In addition, during the nine months ended September 30, 2015, the Company recorded a loss of $0.2 million in Equity in Income of Unconsolidated Joint Ventures on the Consolidated Statement of Operations and Comprehensive Income related to the Starfield Hanam swap prior to its hedge inception in September 2015. Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Nine Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Derivatives in cash flow hedging relationships: Interest rate contracts – consolidated subsidiaries $ (4,366 ) $ (6,900 ) Interest Expense $ (4,457 ) $ (5,412 ) Interest rate contracts – UJVs (1,712 ) (2,352 ) Equity in Income of UJVs (2,876 ) (3,376 ) Cross-currency interest rate swap – UJV (334 ) (170 ) Equity in Income of UJVs (1,279 ) (131 ) Total derivatives in cash flow hedging relationships $ (6,412 ) $ (9,422 ) $ (8,612 ) $ (8,919 ) The Company records all derivative instruments at fair value on the Consolidated Balance Sheet. The following table presents the location and fair value of the Company’s derivative financial instruments as reported on the Consolidated Balance Sheet as of September 30, 2016 and December 31, 2015 . Fair Value Consolidated Balance Sheet Location September 30, December 31, Derivatives designated as hedging instruments: Liability derivatives: Interest rate contracts – consolidated subsidiaries Accounts Payable and Accrued Liabilities $ (10,227 ) $ (6,077 ) Interest rate contracts – UJVs Investment in UJVs (6,686 ) (4,974 ) Cross-currency interest rate swap – UJV Investment in UJVs (1,542 ) (11 ) Total liabilities designated as hedging instruments $ (18,455 ) $ (11,062 ) Contingent Features All of the Company's outstanding derivatives contain provisions that state if the hedged entity defaults on its indebtedness above a certain threshold, then the derivative obligation could also be declared in default. The cross default thresholds vary for each agreement, ranging from $0.1 million of any indebtedness to $50 million of recourse indebtedness on the Company or the Operating Partnership's indebtedness. As of September 30, 2016 , the Company is not in default on any indebtedness that would trigger a credit-risk-related default on its current outstanding derivatives. As of September 30, 2016 and December 31, 2015 , the fair value of derivative instruments with credit-risk-related contingent features that were in a liability position was $18.5 million and $11.1 million , respectively. As of September 30, 2016 and December 31, 2015 , the Company was not required to post any collateral related to these agreements. If the Company breached any of these provisions it would be required to settle its obligations under the agreements at their fair value. See Note 5 regarding guarantees and Note 12 for fair value information on derivatives. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan (2008 Omnibus Plan), as amended, which is shareowner approved, provides for the award to directors, officers, employees, and other service providers of the Company of restricted shares, restricted units of limited partnership in the Operating Partnership, options to purchase shares or Operating Partnership units, unrestricted shares, Profits Units, or Operating Partnership units, and other awards to acquire up to an aggregate of 8.5 million Company common shares or Operating Partnership units. In addition, non-employee directors have the option to defer their compensation under a deferred compensation plan. Non-option awards granted after an amendment of the 2008 Omnibus Plan in 2010 are deducted at a ratio of 1.85 Company common shares or Operating Partnership units, while non-option awards granted prior to the amendment are deducted at a ratio of 2.85 . Options are deducted on a one-for-one basis. The amount available for future grants is adjusted when the number of contingently issuable shares or units are settled, for grants that are forfeited, and for options that expire without being exercised. Prior to the adoption of the 2008 Omnibus Plan, the Company provided share-based compensation through an incentive option plan and non-employee directors' stock grant and deferred compensation plans. The compensation cost charged to income for the Company’s share-based compensation plans was $3.2 million and $9.2 million for the three and nine months ended September 30, 2016 , respectively. The compensation cost charged to income for the Company’s share-based compensation plans was $1.3 million and $8.9 million for the three and nine months ended September 30, 2015 , respectively. During the three and nine months ended September 30, 2015 , a reversal of $2.7 million and $2.0 million , respectively, of prior period share-based compensation expense was recognized upon the announcement of an executive management transition as a reduction of General and Administrative expense on the Company’s Consolidated Statement of Operations and Comprehensive Income. Compensation cost capitalized as part of properties and deferred leasing costs was $0.6 million and $1.9 million for the three and nine months ended September 30, 2016 , respectively, and $0.2 million and $1.6 million for the three and nine months ended September 30, 2015 , respectively. The Company has estimated the grant-date fair values of share-based grants using the methods discussed in the separate sections below for each type of grant. Expected volatility and dividend yields are based on historical volatility and yields of the Company’s common stock, respectively, as well as other factors. The risk-free interest rates used are based on the U.S. Treasury yield curves in effect at the times of grants. The Company assumes no forfeitures for failure to meet the service requirements of options, Performance Share Units (PSU), or Profits Units, due to the small number of participants and low turnover rate. Options A summary of option activity for the nine months ended September 30, 2016 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Range of Exercise Prices Outstanding at January 1, 2016 292,543 $ 46.60 1.4 $ 35.50 - $ 51.15 Exercised (89,957 ) 42.66 Outstanding at September 30, 2016 202,586 $ 48.35 1.0 $ 45.90 - $ 51.15 Fully vested options at September 30, 2016 202,586 $ 48.35 1.0 No options were granted during the nine months ended September 30, 2016 . As of September 30, 2016 , all options outstanding were fully vested, and there was no unrecognized compensation cost related to options. The aggregate intrinsic value (the difference between the period end stock price and the option exercise price) of in-the-money options outstanding was $5.3 million as of September 30, 2016 . The total intrinsic value of options exercised during the nine months ended September 30, 2016 and 2015 was $2.4 million and $10.0 million , respectively. Cash received from option exercises for the nine months ended September 30, 2016 and 2015 was $3.8 million and $6.8 million , respectively. Under both the prior option plan and the 2008 Omnibus Plan, vested unit options can be exercised by tendering mature units with a market value equal to the exercise price of the unit options. In 2002, Robert S. Taubman, the Company’s chief executive officer, exercised options for 3.0 million units by tendering 2.1 million mature units and deferring receipt of 0.9 million units under the unit option deferral election. As the Operating Partnership pays distributions, the deferred option units receive their proportionate share of the distributions in the form of cash payments. Under an amendment executed in January 2011 and subsequent deferral elections (the latest being made in September 2016), beginning in December 2022 (unless Mr. Taubman retires earlier), the deferred partnership units will be issued in five annual installments. The deferred units are accounted for as participating securities of the Operating Partnership. Profits Units In June 2016, the Compensation Committee of the Board of Directors (the Compensation Committee) of the Company approved an amendment to the long-term incentive program for senior management (as amended, the Revised LTIP program) of the Manager. Under the Revised LTIP program, senior management have the option to receive “Profits Units”, intended to constitute "profits interests" within the meaning of Treasury authority under the Internal Revenue Code of 1986, as amended, which are a class of limited partnership interests in TRG, pursuant to: (1) time-based awards with a three-year cliff vesting period (Restricted TRG Profits Units); (2) performance-based awards that are based on the achievement of relative total shareholder return (TSR) thresholds over a three-year period (relative TSR Performance-based TRG Profits Units); and (3) performance-based awards that are based on the achievement of net operating income (NOI) thresholds over a three-year period (NOI Performance-based TRG Profits Units). The maximum number of performance-based Profits Units was issued at grant and will be clawed back (and to the extent clawed back, forfeited) once the TSR and NOI performance measures are finally determined. In June 2016, Profits Units were granted under the 2008 Omnibus Plan. Each Profits Unit represents a contingent right to receive a partnership unit upon vesting and the satisfaction of certain tax-driven requirements. Until vested, a Profits Unit entitles the holder to only one-tenth of the distributions payable on a partnership unit. Therefore, the Company accounts for these Profits Units as participating securities in the Operating Partnership. A portion of the Profits Units award represents estimated cash distributions that otherwise would have been payable during the vesting period and, upon vesting, there will be an adjustment in Profits Units to reflect actual cash distributions during such period . Under the Company's Continuing Offer, each partnership unit held by a participant is exchangeable for one share of the Company's common stock . Upon conversion of the Profits Units to partnership units, the holder will have the right to purchase one share of Series B Preferred Stock of the Company for each partnership unit held . Each holder of a Profits Unit will be treated as a limited partner in TRG from the date of grant. To the extent the vested Profits Units have not achieved the tax criteria for conversion to partnership units, vesting and economic equivalence to a partnership unit prior to the tenth anniversary of the date of grant, the awards will be forfeited pursuant to the terms of the award agreement. The accounting valuations of Profits Units consider the possibility that sufficient share price appreciation will not be realized, such that the conversion to partnership units will not occur and the awards will be forfeited. Restricted TRG Profits Units In June 2016, Restricted TRG Profits Units were granted under the 2008 Omnibus Plan. The units vest in March 2019, if continuous service has been provided, or upon retirement or certain other events (such as death or disability) if earlier. The Company estimated the value of these Restricted TRG Profits Units granted using the Company’s common stock price at the grant date as adjusted by the present value of expected differences in dividends payable on the common stock versus the distributions payable on the Restricted TRG Profits Units over the vesting period, a weighted average risk-free rate of 1.85% , and a weighted average measurement period of 2.6 years. A summary of Restricted TRG Profits Units activity for the nine months ended September 30, 2016 is presented below: Number of Restricted TRG Profits Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 — $ — Granted 68,045 59.89 Outstanding at September 30, 2016 68,045 $ 59.89 None of the Restricted TRG Profits Units outstanding at September 30, 2016 were vested. As of September 30, 2016 , there was $3.5 million of total unrecognized compensation cost related to nonvested Restricted TRG Profits Units outstanding. This cost is expected to be recognized over an average period of 2.3 years. Relative TSR Performance-based TRG Profits Units In June 2016, Relative TSR Performance-based TRG Profits Units were granted under the 2008 Omnibus Plan. The units vest in March 2019, if continuous service has been provided, or upon retirement or certain other events (such as death or disability) if earlier. The maximum number of Relative TSR Performance-based Profits Units was issued at grant and will be clawed back (and to the extent clawed back, forfeited) once the TSR performance measures are finally determined. The Company estimated the value of these relative TSR Performance-based TRG Profits Units granted using a Monte Carlo simulation, considering the Company’s common stock price at the grant date as adjusted by the present value of expected differences in dividends payable on the common stock versus the distributions payable on the Relative TSR Performance-based TRG Profits Units over the vesting period, historical returns of the Company and the peer group of companies, a risk-free interest rate of 1.03% and a measurement period of approximately three years. A summary of relative TSR Performance-based TRG Profits Units activity for the nine months ended September 30, 2016 is presented below: Number of relative TSR Performance-based TRG Profits Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 — $ — Granted 119,123 26.42 Outstanding at September 30, 2016 119,123 $ 26.42 None of the Relative TSR Performance-based TRG Profits Units outstanding at September 30, 2016 were vested. As of September 30, 2016 , there was $2.8 million of total unrecognized compensation cost related to nonvested Relative TSR Performance-based TRG Profits Units outstanding. This cost is expected to be recognized over an average period of 2.4 years . NOI Performance-based TRG Profits Units In June 2016, NOI Performance-based TRG Profits Units were granted under the 2008 Omnibus Plan. The units vest in March 2019, if continuous service has been provided, or upon retirement or certain other events (such as death or disability) if earlier. The maximum number of NOI Performance-based Profits Units was issued at grant and will be clawed back (and to the extent clawed back, forfeited) once the NOI performance measures are finally determined. These awards also provide for a cap on the maximum number of units if a specified TSR level is not achieved. The Company considers the NOI measure a performance condition, and as such, has estimated a grant-date fair value for each of its possible outcomes. The compensation cost ultimately will be recognized equal to the grant-date fair value of the award that coincides with the actual outcome of the NOI performance. The Company estimated these grant-date fair values of these NOI Performance-based TRG Profits Units granted using a Monte Carlo simulation, considering the Company’s common stock price at the grant date as adjusted by the present value of expected differences in dividends payable on the common stock versus the distributions payable on the NOI Performance-based TRG Profits Units over the vesting period, a risk-free interest rate of 1.03% , and a measurement period of approximately three years. A summary of NOI Performance-based TRG Profits Units activity for the nine months ended September 30, 2016 is presented below: Number of NOI Performance-based TRG Profits Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 — $ — Granted (1) 119,123 19.41 Outstanding at September 30, 2016 119,123 $ 19.41 (1) The number of NOI Performance-based TRG Profits Units shown as outstanding represents the number of awards granted and is equal to the maximum number of units that can be issued upon the final determination of the NOI performance. The weighted average grant-date fair value shown corresponds with management's current expectation of the probable outcome of the NOI performance measure, that one-third of the units will ultimately be issued. The product of the NOI Performance-based TRG Profits Units outstanding and the grant-date fair value represents the compensation cost being recognized over the service period. None of the NOI Performance-based TRG Profits Units outstanding at September 30, 2016 were vested. As of September 30, 2016 , there was $2.0 million of total unrecognized compensation cost related to nonvested NOI Performance-based TRG Profits Units outstanding. This cost is expected to be recognized over an average period of 2.4 years . Performance Share Units A summary of PSU activity for the nine months ended September 30, 2016 is presented below: Number of Performance Share Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 255,478 $ 134.52 Vested (44,866 ) (1) 96.61 Forfeited (33,529 ) 142.69 Outstanding at September 30, 2016 177,083 $ 142.59 (1) Based on the Company's market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the nine months ended September 30, 2016 was zero . That is, despite the completion of applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period. None of the PSU outstanding at September 30, 2016 were vested. As of September 30, 2016 , there was $3.9 million of total unrecognized compensation cost related to nonvested PSU outstanding. This cost is expected to be recognized over an average period of 1.0 years. Restricted Share Units In 2016, Restricted Share Units (RSU) were issued under the 2008 Omnibus Plan and represent the right to receive upon vesting one share of the Company's common stock, plus a cash payment equal to the aggregate cash dividends that would have been paid on such shares of common stock from the date of grant of the award to the vesting date . The units vest in March 2019, if continuous service has been provided, or upon retirement or certain other events (such as death or disability) if earlier. The Company estimated the values of these RSU using the Company’s common stock price at the grant dates. A summary of RSU activity for the nine months ended September 30, 2016 is presented below: Number of Restricted Share Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 283,353 $ 69.93 Vested (89,986 ) 71.57 Granted 55,888 73.42 Forfeited (16,282 ) 69.13 Outstanding at September 30, 2016 232,973 $ 70.20 None of the RSU outstanding at September 30, 2016 were vested. As of September 30, 2016 , there was $5.9 million of total unrecognized compensation cost related to nonvested RSU outstanding. This cost is expected to be recognized over an average period of 1.7 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Cash Tender At the time of the Company's initial public offering and acquisition of its partnership interest in the Operating Partnership in 1992, the Company entered into an agreement (as later amended and restated, the Cash Tender Agreement) with A. Alfred Taubman, as trustee of the A. Alfred Taubman Restated Revocable Trust (the Revocable Trust) and TRA Partners (now Taubman Ventures Group LLC or TVG), each of whom owned an interest in the Operating Partnership, whereby each of the Revocable Trust and TVG has the right to tender to the Company partnership units in the Operating Partnership (provided that the aggregate value is at least $50 million ) and cause the Company to purchase the tendered interests at a purchase price based on a market valuation of the Company on the trading date immediately preceding the date of the tender except as provided below with respect to the Company’s right to finance the purchase through the sale of new shares of its stock. TVG is controlled by a majority-in-interest among the Revocable Trust and entities affiliated with the children of A. Alfred Taubman (Robert S. Taubman, William S. Taubman, and Gayle Taubman Kalisman). At the election of the person making a tender, partnership units in the Operating Partnership held by members of A. Alfred Taubman’s family and partnership units held by entities in which his family members hold interests may be included in such a tender. Upon the death of A. Alfred Taubman in April 2015, the successor trustees of the Revocable Trust (Robert S. Taubman, William S. Taubman and Gayle Taubman Kalisman) act on behalf of the Revocable Trust. In September 2016, the Revocable Trust distributed all of its directly held partnership units in the Operating Partnership to Robert S. Taubman, William S. Taubman and Gayle Taubman Kalisman, who then, through a series of transfers, transferred those partnership units to TF Associates LLC (TF), an entity owned by trusts for the benefit of their children. As a result of those transfers, TF succeeded to the Revocable Trust’s rights under the Cash Tender Agreement. The Company will have the option to pay for these interests from available cash, borrowed funds, or from the proceeds of an offering of the Company's common stock. Generally, the Company expects to finance these purchases through the sale of new shares of its stock. The tendering partner will bear all market risk if the market price at closing is less than the purchase price and will bear the costs of sale. Any proceeds of the offering in excess of the purchase price will be for the sole benefit of the Company. The Company accounts for the Cash Tender Agreement as a freestanding written put option. As the option put price is defined by the current market price of the Company's stock at the time of tender, the fair value of the written option defined by the Cash Tender Agreement is considered to be zero . Based on a market value at September 30, 2016 of $74.41 per share for the Company's common stock, the aggregate value of interests in the Operating Partnership that may be tendered under the Cash Tender Agreement was $1.8 billion . The purchase of these interests at September 30, 2016 would have resulted in the Company owning an additional 28% interest in the Operating Partnership. Continuing Offer The Company has made a continuing, irrevocable offer to all present holders (other than a certain excluded holder, currently TVG), permitted assignees of all present holders, those future holders of partnership interests in the Operating Partnership as the Company may, in its sole discretion, agree to include in the continuing offer, all existing optionees under the previous option plan, and all existing and future optionees under the 2008 Omnibus Plan to exchange shares of common stock for partnership interests in the Operating Partnership (the Continuing Offer). Under the Continuing Offer agreement, one unit of the Operating Partnership interest is exchangeable for one share of the Company's common stock . Upon a tender of Operating Partnership units, the corresponding shares of Series B Preferred Stock, if any, will automatically be converted into the Company’s common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock . Insurance The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to personal injury claims. We believe the Company's insurance policy terms and conditions and limits are appropriate and adequate given the relative risk of loss and industry practice. However, there are certain types of losses, such as punitive damage awards, that may not be covered by insurance, and not all potential losses are insured against. Other See Note 5 for the Operating Partnership's guarantees of certain notes payable, including guarantees relating to Unconsolidated Joint Ventures, Note 7 for contingent features relating to certain joint venture agreements, Note 8 for contingent features relating to derivative instruments, and Note 9 for obligations under existing share-based compensation plans. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share amounts are based on the weighted average of common shares outstanding for the respective periods. Diluted earnings per share amounts are based on the weighted average of common shares outstanding plus the dilutive effect of potential common stock. Potential common stock includes outstanding partnership units exchangeable for common shares under the Continuing Offer (Note 10), outstanding options for partnership units, PSU, Restricted and Performance-based TRG Profits Units, RSU, deferred shares under the Non-Employee Directors’ Deferred Compensation Plan, and unissued partnership units under a unit option deferral election (Note 9). In computing the potentially dilutive effect of potential common stock, partnership units are assumed to be exchanged for common shares under the Continuing Offer, increasing the weighted average number of shares outstanding. The potentially dilutive effects of partnership units outstanding and/or issuable under the unit option deferral elections are calculated using the if-converted method, while the effects of other potential common stock are calculated using the treasury method. Contingently issuable shares are included in diluted EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period. Three Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Net income attributable to Taubman Centers, Inc. common shareowners (Numerator): Basic $ 18,752 $ 30,422 $ 78,083 $ 83,274 Impact of additional ownership of TRG 42 109 171 305 Diluted $ 18,794 $ 30,531 $ 78,254 $ 83,579 Shares (Denominator) – basic 60,396,902 60,713,379 60,341,863 61,778,051 Effect of dilutive securities 434,161 712,736 432,926 795,906 Shares (Denominator) – diluted 60,831,063 61,426,115 60,774,789 62,573,957 Earnings per common share – basic $ 0.31 $ 0.50 $ 1.29 $ 1.35 Earnings per common share – diluted $ 0.31 $ 0.50 $ 1.29 $ 1.34 The calculation of diluted earnings per share in certain periods excluded certain potential common stock including outstanding partnership units and unissued partnership units under a unit option deferral election, both of which may be exchanged for common shares of the Company under the Continuing Offer. The table below presents the potential common stock excluded from the calculation of diluted earnings per share as they were anti-dilutive in the period presented. Three Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Weighted average noncontrolling partnership units outstanding 3,979,571 3,983,268 3,991,803 4,058,747 Unissued partnership units under unit option deferral elections 871,262 871,262 871,262 871,262 |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures This note contains required fair value disclosures for assets and liabilities remeasured at fair value on a recurring basis and financial instruments carried at other than fair value, as well as assumptions employed in deriving these fair values. Recurring Valuations Derivative Instruments The fair value of interest rate hedging instruments is the amount that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the reporting date. The Company’s valuations of its derivative instruments are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative, and therefore fall into Level 2 of the fair value hierarchy. The valuations reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including forward curves. The fair values of interest rate hedging instruments also incorporate credit valuation adjustments to appropriately reflect both the Company’s own nonperformance risk and the respective counterparty's nonperformance risk. Other The Company's valuation of an insurance deposit utilizes unadjusted quoted prices determined by active markets for the specific securities the Company has invested in, and therefore falls into Level 1 of the fair value hierarchy. For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below: Fair Value Measurements as of September 30, 2016 Using Fair Value Measurements as of December 31, 2015 Using Description Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Insurance deposit $ 15,437 $ 14,346 Total assets $ 15,437 $ — $ 14,346 $ — Derivative interest rate contracts (Note 8) $ (10,227 ) $ (6,077 ) Total liabilities $ (10,227 ) $ (6,077 ) The insurance deposit shown above represents an escrow account maintained in connection with a property and casualty insurance arrangement for the Company’s shopping centers, and is classified within Deferred Charges and Other Assets on the Consolidated Balance Sheet. Corresponding deferred revenue relating to amounts billed to tenants for this arrangement has been classified within Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheet. Financial Instruments Carried at Other Than Fair Values Simon Property Group Limited Partnership Units At both September 30, 2016 and December 31, 2015 , the Company owned 590,124 partnership units in Simon Property Group Limited Partnership. The fair value of the partnership units, which is derived from Simon Property Group's common stock price and therefore falls into Level 2 of the fair value hierarchy, was $122.2 million at September 30, 2016 and $114.7 million at December 31, 2015 . The partnership units were classified as Deferred Charges and Other Assets on the Consolidated Balance Sheet and had a book value of $77.7 million at both September 30, 2016 and December 31, 2015 . Notes Payable The fair value of notes payable is estimated using cash flows discounted at current market rates and therefore falls into Level 2 of the fair value hierarchy. When selecting discount rates for purposes of estimating the fair value of notes payable at September 30, 2016 and December 31, 2015 , the Company primarily employed the credit spreads at which the debt was originally issued. The Company does not believe that the use of different interest rate assumptions would have resulted in a materially different fair value of notes payable as of September 30, 2016 or December 31, 2015 . To further assist financial statement users, the Company has included with its fair value disclosures an analysis of interest rate sensitivity. The estimated fair values of notes payable at September 30, 2016 and December 31, 2015 were as follows: 2016 2015 Carrying Value Fair Value Carrying Value (1) Fair Value Notes payable, net $ 3,203,697 $ 3,266,688 $ 2,627,088 $ 2,609,582 (1) The December 31, 2015 balance has been adjusted in connection with the Company's adoption of ASU No. 2015-03 "Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (Note 1). The fair values of the notes payable are dependent on the interest rates used in estimating the values. An overall 1% increase in rates employed in making these estimates would have decreased the fair values of the debt shown above at September 30, 2016 by $155.8 million or 4.8% . Cash Equivalents and Notes Receivable The fair value of cash equivalents and notes receivable approximates their carrying value due to their short maturity. The fair value of cash equivalents is derived from quoted market prices and therefore falls into Level 1 of the fair value hierarchy. The fair value of notes receivable is estimated using cash flows discounted at current market rates and therefore falls into Level 2 of the fair value hierarchy. See Note 8 regarding additional information on derivatives. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | Accumulated Other Comprehensive Income Changes in the balance of each component of AOCI for the nine months ended September 30, 2016 were as follows: Taubman Centers, Inc. AOCI Noncontrolling Interests AOCI Cumulative translation adjustment Unrealized gains (losses) on interest rate instruments and other Total Cumulative translation adjustment Unrealized gains (losses) on interest rate instruments and other Total January 1, 2016 $ (10,890 ) $ (16,330 ) $ (27,220 ) $ (4,531 ) $ 5,595 $ 1,064 Other comprehensive income (loss) before reclassifications 5,320 (10,615 ) (5,295 ) 2,209 (4,409 ) (2,200 ) Amounts reclassified from AOCI 6,085 6,085 2,527 2,527 Net current period other comprehensive income (loss) $ 5,320 $ (4,530 ) $ 790 $ 2,209 $ (1,882 ) $ 327 Adjustments due to changes in ownership (7 ) 7 — 7 (7 ) — September 30, 2016 $ (5,577 ) $ (20,853 ) $ (26,430 ) $ (2,315 ) $ 3,706 $ 1,391 Changes in the balance of each component of AOCI for the nine months ended September 30, 2015 were as follows: Taubman Centers, Inc. AOCI Noncontrolling Interests AOCI Cumulative translation adjustment Unrealized gains (losses) on interest rate instruments and other Total Cumulative translation adjustment Unrealized gains (losses) on interest rate instruments and other Total January 1, 2015 $ (101 ) $ (14,967 ) $ (15,068 ) $ (41 ) $ 5,879 $ 5,838 Other comprehensive income (loss) before reclassifications (10,917 ) (12,953 ) (23,870 ) (4,541 ) (5,388 ) (9,929 ) Amounts reclassified from AOCI 6,299 6,299 2,620 2,620 Net current period other comprehensive income (loss) $ (10,917 ) $ (6,654 ) $ (17,571 ) $ (4,541 ) $ (2,768 ) $ (7,309 ) Adjustments due to changes in ownership 1 (199 ) (198 ) (1 ) 199 198 September 30, 2015 $ (11,017 ) $ (21,820 ) $ (32,837 ) $ (4,583 ) $ 3,310 $ (1,273 ) The following table presents reclassifications out of AOCI for the nine months ended September 30, 2016 : Details about AOCI Components Amounts reclassified from AOCI Affected line item in Consolidated Statement of Operations and Comprehensive Income Losses on interest rate instruments and other: Realized loss on interest rate contracts - consolidated subsidiaries $ 4,457 Interest Expense Realized loss on interest rate contracts - UJVs 2,876 Equity in Income of UJVs Realized loss on cross-currency interest rate contract - UJV 1,279 Equity in Income of UJVs Total reclassifications for the period $ 8,612 The following table presents reclassifications out of AOCI for the nine months ended September 30, 2015 : Details about AOCI Components Amounts reclassified from AOCI Affected line item in Consolidated Statement of Operations and Comprehensive Income Losses on interest rate instruments and other: Realized loss on interest rate contracts - consolidated subsidiaries $ 5,412 Interest Expense Realized loss on interest rate contracts - UJVs 3,376 Equity in Income of UJVs Realized loss on cross-currency interest rate contract - UJV 131 Equity in Income of UJVs Total reclassifications for the period $ 8,919 |
Cash Flow Disclosures and Non-C
Cash Flow Disclosures and Non-Cash Investing and Financing Activities | 9 Months Ended |
Sep. 30, 2016 | |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | Cash Flow Disclosures and Non-Cash Investing and Financing Activities Interest paid for the nine months ended September 30, 2016 and 2015 , net of amounts capitalized of $17.9 million and $24.6 million , respectively, was $56.4 million and $43.7 million , respectively. Income taxes paid for the nine months ended September 30, 2016 and 2015 were $2.8 million and $2.1 million , respectively. The following non-cash investing and financing activities occurred during the nine months ended September 30, 2016 and 2015 . 2016 2015 Recapitalization of The Mall of San Juan joint venture (1) $ 9,296 Other non-cash additions to properties $ 89,377 75,880 (1) In April 2015, the Company acquired an additional 15% interest in The Mall of San Juan. The additional interest was acquired at cost. In connection with the acquisition, the noncontrolling owner used $9.3 million of previously contributed capital to fund its obligation to reimburse the Company for certain shared infrastructure costs, which was classified as a reduction of the noncontrolling interest and an offsetting reduction of properties. Other non-cash additions to properties primarily represent accrued construction and tenant allowance costs. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
New Accounting Pronouncements, Policy [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments", which provides guidance for the presentation of certain cash receipts and payments, including the classification of distributions received from equity method investees. ASU No. 2016-15 provides companies with two alternatives of presentation; the nature of the distribution approach or the cumulative earnings approach. ASU No. 2016-15 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2017. Early adoption of this ASU is permitted, including adoption in an interim period. The Company is currently evaluating the application of this ASU and its effect on the Company’s Consolidated Statement of Cash Flows. In February 2016, the FASB issued ASU No. 2016-02, "Leases", which provides for significant changes to the current lease accounting standard. The primary objectives of this ASU is to address off-balance-sheet financing related to operating leases and to introduce a new lessee model that brings substantially all leases onto the balance sheet. ASU No. 2016-02 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2018. The Company is currently evaluating the application of this ASU and its effect on the Company’s financial position and results of operations. In January 2016, the FASB issued ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities", which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Amongst its changes, this ASU requires an entity to measure equity investments at fair value through net income, except for those that result in consolidation or are accounted for under the equity method of accounting. ASU No. 2016-01 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2017. The Company is currently evaluating the application of this ASU and its effect on the Company’s financial position and results of operations. In May 2014, the FASB issued ASU No. 2014-09 , "Revenue from Contracts with Customers". This standard provides a single comprehensive model to use in accounting for revenue arising from contracts with customers and gains and losses arising from transfers of non-financial assets including sales of property, plant, and equipment, real estate, and intangible assets. ASU No. 2014-09 supersedes most current revenue recognition guidance, including industry-specific guidance. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU No. 2014-09 one year to annual reporting periods beginning after December 15, 2017 for public entities. ASU No. 2015-14 permits public entities to adopt ASU No. 2014-09 early, but not before the original effective date of annual periods beginning after December 15, 2016. ASU No. 2014-09 may be applied either retrospectively or as a cumulative effect adjustment as of the date of adoption. The Company is currently evaluating the application of this ASU and its effect on the Company's financial position and results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Contingency [Line Items] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company’s income tax expense (benefit) for the three and nine months ended September 30, 2016 and 2015 consisted of the following: Three Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Federal current $ 52 $ 1,092 $ 1,849 $ 1,848 Federal deferred (666 ) 134 (1,852 ) 29 Foreign current 72 (178 ) 222 588 Foreign deferred 168 (24 ) 99 (180 ) State current 45 (856 ) 252 (601 ) State deferred (131 ) (21 ) (286 ) (11 ) Total income tax expense (benefit) $ (460 ) $ 147 $ 284 $ 1,673 Less income tax benefit allocated to Gain on Dispositions (1) 437 437 Total income tax expense (benefit) $ (460 ) $ 584 $ 284 $ 2,110 (1) Amount represents an adjustment of the income taxes incurred as part of the Company's sale of interests in International Plaza in January 2014. The adjustment is classified within Gain on Dispositions, Net of Tax on the Consolidated Statement of Operations and Comprehensive Income. |
Deferred tax assets and liabilities | Deferred tax assets and liabilities as of September 30, 2016 and December 31, 2015 were as follows: 2016 2015 Deferred tax assets: Federal $ 2,677 $ 1,427 Foreign 1,726 1,676 State 1,037 944 Total deferred tax assets $ 5,440 $ 4,047 Valuation allowances (1,754 ) (1,913 ) Net deferred tax assets $ 3,686 $ 2,134 Deferred tax liabilities: Federal $ 602 Foreign $ 663 501 State 70 Total deferred tax liabilities $ 663 $ 1,173 |
Investments in Unconsolidated23
Investments in Unconsolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Beneficial Interests In Joint Ventures | The Company owns beneficial interests in joint ventures that own shopping centers. The Operating Partnership is the sole direct or indirect managing general partner or managing member of Fair Oaks, International Plaza, Stamford Town Center, Sunvalley, The Mall at University Town Center, and Westfarms. The Operating Partnership also provides certain management, leasing, and/or development services to the other shopping centers noted below. Shopping Center Ownership as of September 30, 2016 and December 31, 2015 CityOn.Xi'an (1) 50/30% CityOn.Zhengzhou (under construction) Note 2 Country Club Plaza (2) 50/0 Fair Oaks 50 International Plaza 50.1 The Mall at Millenia 50 Stamford Town Center 50 Starfield Hanam 34.3 Sunvalley 50 The Mall at University Town Center 50 Waterside Shops 50 Westfarms 79 (1) In April 2016, the joint venture effectively acquired the 40% noncontrolling interest in the project. As a result of the acquisition, the Company’s effective ownership is 50% , an increase from the Company’s previous 30% effective interest (Note 2). (2) In March 2016, the Company acquired a 50% ownership interest in Country Club Plaza (Note 2). |
Equity Method Investment Summarized Financial Information Text Block | Combined Financial Information Combined balance sheet and results of operations information is presented in the following table for the Unconsolidated Joint Ventures, followed by the Operating Partnership's beneficial interest in the combined operations information. The combined information of the Unconsolidated Joint Ventures as of September 30, 2016 and December 31, 2015 excludes the balances of Starfield Hanam, which opened in September 2016, as well as CityOn.Zhengzhou, which is under construction (Note 2). In addition, the combined information of the Unconsolidated Joint Ventures as of December 31, 2015 excluded the balances of CityOn.Xi'an, which was under construction as of December 31, 2015 (Note 2). Beneficial interest is calculated based on the Operating Partnership's ownership interest in each of the Unconsolidated Joint Ventures. September 30, December 31, Assets: Properties $ 2,558,697 $ 1,628,492 Accumulated depreciation and amortization (637,141 ) (589,145 ) $ 1,921,556 $ 1,039,347 Cash and cash equivalents 38,990 36,047 Accounts and notes receivable, less allowance for doubtful accounts of $3,278 and $1,602 in 2016 and 2015 59,700 42,361 Deferred charges and other assets (1) 76,407 32,660 $ 2,096,653 $ 1,150,415 Liabilities and accumulated deficiency in assets: Notes payable, net (1)(2) $ 2,298,698 $ 1,994,298 Accounts payable and other liabilities 304,212 70,539 TRG's accumulated deficiency in assets (299,486 ) (512,256 ) Unconsolidated Joint Venture Partners' accumulated deficiency in assets (206,771 ) (402,166 ) $ 2,096,653 $ 1,150,415 TRG's accumulated deficiency in assets (above) $ (299,486 ) $ (512,256 ) TRG's investment in Starfield Hanam and centers under construction (Note 2) 283,025 296,847 TRG basis adjustments, including elimination of intercompany profit 121,275 132,218 TCO's additional basis 51,557 53,016 Net investment in Unconsolidated Joint Ventures $ 156,371 $ (30,175 ) Distributions in excess of investments in and net income of Unconsolidated Joint Ventures 465,118 464,086 Investment in Unconsolidated Joint Ventures $ 621,489 $ 433,911 (1) The December 31, 2015 balance has been adjusted in connection with the Company's adoption of ASU No. 2015-03 "Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (Note 1). (2) The Notes Payable, Net amounts exclude the construction financings outstanding for Starfield Hanam of $335.2 million ( $115.0 million at TRG's share) and $52.9 million ( $18.1 million at TRG's share) as of September 30, 2016 and December 31, 2015 , respectively, and CityOn.Zhengzhou of $73.5 million ( $36.0 million at TRG's share) and $44.7 million ( $14.2 million at TRG's share) as of September 30, 2016 and December 31, 2015 , respectively, and the related debt issuance costs. Three Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Revenues $ 119,277 $ 91,000 $ 325,231 $ 271,332 Maintenance, taxes, utilities, promotion, and other operating expenses $ 43,248 $ 28,922 $ 114,960 $ 85,203 Interest expense 26,583 21,390 73,669 63,937 Depreciation and amortization 26,613 13,899 61,736 40,305 Income tax expense 315 315 Total operating costs $ 96,759 $ 64,211 $ 250,680 $ 189,445 Nonoperating income (expense) (594 ) (1 ) 512 4 Net income $ 21,924 $ 26,788 $ 75,063 $ 81,891 Net income attributable to TRG $ 11,058 $ 14,636 $ 40,851 $ 45,124 Realized intercompany profit, net of depreciation on TRG’s basis adjustments 4,821 1,071 10,388 2,634 Depreciation of TCO's additional basis (488 ) (488 ) (1,460 ) (1,460 ) Equity in income of Unconsolidated Joint Ventures $ 15,391 $ 15,219 $ 49,779 $ 46,298 Beneficial interest in Unconsolidated Joint Ventures’ operations: Revenues less maintenance, taxes, utilities, promotion, and other operating expenses $ 44,975 $ 35,308 $ 125,102 $ 105,725 Interest expense (14,274 ) (11,431 ) (39,009 ) (34,199 ) Depreciation and amortization (14,995 ) (8,658 ) (35,999 ) (25,228 ) Income tax expense (315 ) (315 ) Equity in income of Unconsolidated Joint Ventures $ 15,391 $ 15,219 $ 49,779 $ 46,298 |
Beneficial Interest in Debt a24
Beneficial Interest in Debt and Interest Expense (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Operating Partnership's beneficial interest | The Operating Partnership's beneficial interest in the debt, capitalized interest, and interest expense of its consolidated subsidiaries and its Unconsolidated Joint Ventures is summarized in the following table. The Operating Partnership's beneficial interest in the consolidated subsidiaries excludes debt and interest related to the noncontrolling interest in Cherry Creek Shopping Center ( 50% ), International Market Place ( 6.5% ), and The Mall of San Juan ( 5% ). At 100% At Beneficial Interest Consolidated Subsidiaries Unconsolidated Joint Ventures Consolidated Subsidiaries Unconsolidated Joint Ventures Debt as of: September 30, 2016 $ 3,203,697 $ 2,703,586 $ 2,899,417 $ 1,385,282 December 31, 2015 (1) 2,627,088 2,087,552 2,468,451 1,116,395 Capitalized interest: Nine Months Ended September 30, 2016 $ 17,892 (2) $ 2,188 (3) $ 17,841 $ 2,188 (3) Nine Months Ended September 30, 2015 24,569 (2) 289 23,693 145 Interest expense: Nine Months Ended September 30, 2016 $ 61,845 $ 73,669 $ 54,459 $ 39,009 Nine Months Ended September 30, 2015 44,451 63,937 39,357 34,199 (1) The December 31, 2015 balances have been adjusted in connection with the Company's adoption of ASU No. 2015-03 "Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (Note 1). (2) The Company capitalizes interest costs incurred in funding its equity contributions to development projects accounted for as Unconsolidated Joint Ventures. The capitalized interest cost is included in the Company's basis in its investment in Unconsolidated Joint Ventures. Such capitalized interest reduces interest expense on the Company's Consolidated Statement of Operations and Comprehensive Income and in the table above is included within Consolidated Subsidiaries. (3) Capitalized interest on the Asia Unconsolidated Joint Venture construction financings is presented at the Company's beneficial interest in both the Unconsolidated Joint Ventures (at 100%) and Unconsolidated Joint Ventures (at Beneficial Interest) columns. |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Noncontrolling Interest [Line Items] | |
Reconciliation Of Redeemable Noncontrolling Interest | Reconciliation of Redeemable Noncontrolling Interest 2016 Balance, January 1 Taubman Asia President vested redeemable equity $ 13,582 Distributions (7,150 ) Contributions 2,000 Allocation of net loss (362 ) Adjustments of redeemable noncontrolling interest 362 Balance, September 30 $ 8,432 |
Net equity balance of noncontrolling interests | The net equity balance of the non-redeemable noncontrolling interests as of September 30, 2016 and December 31, 2015 included the following: 2016 2015 Non-redeemable noncontrolling interests: Noncontrolling interests in consolidated joint ventures $ (157,373 ) $ (23,569 ) Noncontrolling interests in partnership equity of TRG 19,282 31,573 $ (138,091 ) $ 8,004 |
Net income (loss) attributable to noncontrolling interests | Net income (loss) attributable to the noncontrolling interests for the three months ended September 30, 2016 and September 30, 2015 included the following: 2016 2015 Net income (loss) attributable to noncontrolling interests: Non-redeemable noncontrolling interests: Noncontrolling share of income of consolidated joint ventures $ 1,779 $ 2,780 Noncontrolling share of income of TRG 8,449 13,151 $ 10,228 $ 15,931 Redeemable noncontrolling interest: (117 ) $ 10,111 $ 15,931 Net income (loss) attributable to the noncontrolling interests for the nine months ended September 30, 2016 and September 30, 2015 included the following: 2016 2015 Net income (loss) attributable to noncontrolling interests: Non-redeemable noncontrolling interests: Noncontrolling share of income of consolidated joint ventures $ 6,175 $ 8,043 Noncontrolling share of income of TRG 34,435 35,815 $ 40,610 $ 43,858 Redeemable noncontrolling interest: (362 ) $ 40,248 $ 43,858 |
Effects of changes in ownership interest in consolidated subsidiaries on equity | The following table presents the effects of changes in Taubman Centers, Inc.’s ownership interest in consolidated subsidiaries on Taubman Centers, Inc.’s equity for the nine months ended September 30, 2016 and September 30, 2015 : 2016 2015 Net income attributable to Taubman Centers, Inc. common shareowners $ 78,083 $ 83,274 Transfers from the noncontrolling interest: Increase in Taubman Centers, Inc.’s paid-in capital for adjustments of noncontrolling interest (1) 2,167 68,993 Net transfers from noncontrolling interests 2,167 68,993 Change from net income attributable to Taubman Centers, Inc. and transfers from noncontrolling interests $ 80,250 $ 152,267 (1) In 2016 and 2015, adjustments of the noncontrolling interest were made as a result of changes in the Company's ownership of the Operating Partnership in connection with the Company's share-based compensation under employee and director benefit plans (Note 9) and issuances of stock pursuant to the Continuing Offer (Note 10). In 2016, adjustments of the noncontrolling interest were also made in connection with the accounting for the Asia President's redeemable ownership interest. In 2015, adjustments of the noncontrolling interest were also made as a result of share repurchases (Note 6). |
Derivative and Hedging Activi26
Derivative and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Interest rate derivatives designated as cash flow hedges | As of September 30, 2016 , the Company had the following outstanding derivatives that were designated and are expected to be effective as cash flow hedges of the interest payments and/or the currency exchange rate on the associated debt. Instrument Type Ownership Notional Amount Swap Rate Credit Spread on Loan Total Swapped Rate on Loan Maturity Date Consolidated Subsidiaries: Receive variable (LIBOR) /pay-fixed swap (1) 100 % $ 200,000 1.64 % 1.45 % (1) 3.09 % (1) February 2019 Receive variable (LIBOR) /pay-fixed swap (1) 100 % 175,000 1.65 % 1.45 % (1) 3.10 % (1) February 2019 Receive variable (LIBOR) /pay-fixed swap (1) 100 % 100,000 1.64 % 1.45 % (1) 3.09 % (1) February 2019 Receive variable (LIBOR) /pay-fixed swap (2) 100 % 12,000 2.09 % 1.40 % 3.49 % March 2024 Unconsolidated Joint Ventures: Receive variable (LIBOR) /pay-fixed swap (3) 50 % 133,090 2.40 % 1.70 % 4.10 % April 2018 Receive variable (LIBOR) /pay-fixed swap (3) 50 % 133,090 2.40 % 1.70 % 4.10 % April 2018 Receive variable (LIBOR) /pay-fixed swap (4) 50.1 % 169,794 1.83 % 1.75 % 3.58 % December 2021 Receive variable (LIBOR) USD/pay-fixed Korean Won (KRW) cross-currency interest rate swap (5) 34.3 % 52,065 USD / 60,500,000 KRW 1.52 % 1.60 % 3.12 % September 2020 (1) The hedged forecasted transaction for each of these swaps is the first previously unhedged one-month LIBOR -indexed interest payments accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow. The Company is currently using these swaps to manage interest rate risk on the $475 million unsecured term loan. The credit spread on this loan can also vary within a range of 1.35% to 1.90% , depending on the Company's leverage ratio at the measurement date. (2) The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on the U.S. headquarters building. (3) The notional amount on each of these swaps is equal to 50% of the outstanding principal balance of the loan on Fair Oaks. (4) The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on International Plaza. (5) The notional amount on this swap is equal to the outstanding principal balance of the U.S. dollar construction loan for Starfield Hanam. There is a cross-currency interest rate swap to fix the interest rate on the loan and swap the related principal and interest payments from U.S. dollars to KRW in order to reduce the impact of fluctuations in interest rates and exchange rates on the cash flows of the joint venture. The currency swap exchange rate is 1,162.0 . |
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income | Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Three Months Ended September 30 Three Months Ended September 30 2016 2015 2016 2015 Derivatives in cash flow hedging relationships: Interest rate contracts – consolidated subsidiaries $ 2,933 $ (5,108 ) Interest Expense $ (1,446 ) $ (1,825 ) Interest rate contracts – UJVs 1,682 (2,434 ) Equity in Income of UJVs (940 ) (1,128 ) Cross-currency interest rate swap – UJV 146 (170 ) Equity in Income of UJVs (855 ) (131 ) Total derivatives in cash flow hedging relationships $ 4,761 $ (7,712 ) $ (3,241 ) $ (3,084 ) Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) Nine Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Derivatives in cash flow hedging relationships: Interest rate contracts – consolidated subsidiaries $ (4,366 ) $ (6,900 ) Interest Expense $ (4,457 ) $ (5,412 ) Interest rate contracts – UJVs (1,712 ) (2,352 ) Equity in Income of UJVs (2,876 ) (3,376 ) Cross-currency interest rate swap – UJV (334 ) (170 ) Equity in Income of UJVs (1,279 ) (131 ) Total derivatives in cash flow hedging relationships $ (6,412 ) $ (9,422 ) $ (8,612 ) $ (8,919 ) |
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet | The Company records all derivative instruments at fair value on the Consolidated Balance Sheet. The following table presents the location and fair value of the Company’s derivative financial instruments as reported on the Consolidated Balance Sheet as of September 30, 2016 and December 31, 2015 . Fair Value Consolidated Balance Sheet Location September 30, December 31, Derivatives designated as hedging instruments: Liability derivatives: Interest rate contracts – consolidated subsidiaries Accounts Payable and Accrued Liabilities $ (10,227 ) $ (6,077 ) Interest rate contracts – UJVs Investment in UJVs (6,686 ) (4,974 ) Cross-currency interest rate swap – UJV Investment in UJVs (1,542 ) (11 ) Total liabilities designated as hedging instruments $ (18,455 ) $ (11,062 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of option activity for the nine months ended September 30, 2016 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Range of Exercise Prices Outstanding at January 1, 2016 292,543 $ 46.60 1.4 $ 35.50 - $ 51.15 Exercised (89,957 ) 42.66 Outstanding at September 30, 2016 202,586 $ 48.35 1.0 $ 45.90 - $ 51.15 Fully vested options at September 30, 2016 202,586 $ 48.35 1.0 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award Restricted Profits Units, Vested and Expected to Vest [Table Text Block] | A summary of Restricted TRG Profits Units activity for the nine months ended September 30, 2016 is presented below: Number of Restricted TRG Profits Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 — $ — Granted 68,045 59.89 Outstanding at September 30, 2016 68,045 $ 59.89 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, TSR Performance-Based Profits Units, Vested and Expected to Vest [Table Text Block] | A summary of relative TSR Performance-based TRG Profits Units activity for the nine months ended September 30, 2016 is presented below: Number of relative TSR Performance-based TRG Profits Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 — $ — Granted 119,123 26.42 Outstanding at September 30, 2016 119,123 $ 26.42 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, NOI Performance-Based Profits Units, Vested and Expected to Vest1 [Table Text Block] | A summary of NOI Performance-based TRG Profits Units activity for the nine months ended September 30, 2016 is presented below: Number of NOI Performance-based TRG Profits Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 — $ — Granted (1) 119,123 19.41 Outstanding at September 30, 2016 119,123 $ 19.41 |
Schedule of Nonvested Performance-based Units Activity [Table Text Block] | A summary of PSU activity for the nine months ended September 30, 2016 is presented below: Number of Performance Share Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 255,478 $ 134.52 Vested (44,866 ) (1) 96.61 Forfeited (33,529 ) 142.69 Outstanding at September 30, 2016 177,083 $ 142.59 (1) Based on the Company's market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the nine months ended September 30, 2016 was zero . That is, despite the completion of applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period. |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | A summary of RSU activity for the nine months ended September 30, 2016 is presented below: Number of Restricted Share Units Weighted Average Grant-Date Fair Value Outstanding at January 1, 2016 283,353 $ 69.93 Vested (89,986 ) 71.57 Granted 55,888 73.42 Forfeited (16,282 ) 69.13 Outstanding at September 30, 2016 232,973 $ 70.20 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Basic and diluted earnings per share | Three Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Net income attributable to Taubman Centers, Inc. common shareowners (Numerator): Basic $ 18,752 $ 30,422 $ 78,083 $ 83,274 Impact of additional ownership of TRG 42 109 171 305 Diluted $ 18,794 $ 30,531 $ 78,254 $ 83,579 Shares (Denominator) – basic 60,396,902 60,713,379 60,341,863 61,778,051 Effect of dilutive securities 434,161 712,736 432,926 795,906 Shares (Denominator) – diluted 60,831,063 61,426,115 60,774,789 62,573,957 Earnings per common share – basic $ 0.31 $ 0.50 $ 1.29 $ 1.35 Earnings per common share – diluted $ 0.31 $ 0.50 $ 1.29 $ 1.34 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The table below presents the potential common stock excluded from the calculation of diluted earnings per share as they were anti-dilutive in the period presented. Three Months Ended September 30 Nine Months Ended September 30 2016 2015 2016 2015 Weighted average noncontrolling partnership units outstanding 3,979,571 3,983,268 3,991,803 4,058,747 Unissued partnership units under unit option deferral elections 871,262 871,262 871,262 871,262 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below: Fair Value Measurements as of September 30, 2016 Using Fair Value Measurements as of December 31, 2015 Using Description Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Insurance deposit $ 15,437 $ 14,346 Total assets $ 15,437 $ — $ 14,346 $ — Derivative interest rate contracts (Note 8) $ (10,227 ) $ (6,077 ) Total liabilities $ (10,227 ) $ (6,077 ) |
Estimated fair value of notes payable | The estimated fair values of notes payable at September 30, 2016 and December 31, 2015 were as follows: 2016 2015 Carrying Value Fair Value Carrying Value (1) Fair Value Notes payable, net $ 3,203,697 $ 3,266,688 $ 2,627,088 $ 2,609,582 (1) The December 31, 2015 balance has been adjusted in connection with the Company's adoption of ASU No. 2015-03 "Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs" (Note 1). |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income Components [Line Items] | ||
OtherComprehensiveIncomeLossReclassificationAdjustmentOnDerivativesIncludedInNetIncomeNetOfTax [Table Text Block] | The following table presents reclassifications out of AOCI for the nine months ended September 30, 2016 : Details about AOCI Components Amounts reclassified from AOCI Affected line item in Consolidated Statement of Operations and Comprehensive Income Losses on interest rate instruments and other: Realized loss on interest rate contracts - consolidated subsidiaries $ 4,457 Interest Expense Realized loss on interest rate contracts - UJVs 2,876 Equity in Income of UJVs Realized loss on cross-currency interest rate contract - UJV 1,279 Equity in Income of UJVs Total reclassifications for the period $ 8,612 | The following table presents reclassifications out of AOCI for the nine months ended September 30, 2015 : Details about AOCI Components Amounts reclassified from AOCI Affected line item in Consolidated Statement of Operations and Comprehensive Income Losses on interest rate instruments and other: Realized loss on interest rate contracts - consolidated subsidiaries $ 5,412 Interest Expense Realized loss on interest rate contracts - UJVs 3,376 Equity in Income of UJVs Realized loss on cross-currency interest rate contract - UJV 131 Equity in Income of UJVs Total reclassifications for the period $ 8,919 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in the balance of each component of AOCI for the nine months ended September 30, 2016 were as follows: Taubman Centers, Inc. AOCI Noncontrolling Interests AOCI Cumulative translation adjustment Unrealized gains (losses) on interest rate instruments and other Total Cumulative translation adjustment Unrealized gains (losses) on interest rate instruments and other Total January 1, 2016 $ (10,890 ) $ (16,330 ) $ (27,220 ) $ (4,531 ) $ 5,595 $ 1,064 Other comprehensive income (loss) before reclassifications 5,320 (10,615 ) (5,295 ) 2,209 (4,409 ) (2,200 ) Amounts reclassified from AOCI 6,085 6,085 2,527 2,527 Net current period other comprehensive income (loss) $ 5,320 $ (4,530 ) $ 790 $ 2,209 $ (1,882 ) $ 327 Adjustments due to changes in ownership (7 ) 7 — 7 (7 ) — September 30, 2016 $ (5,577 ) $ (20,853 ) $ (26,430 ) $ (2,315 ) $ 3,706 $ 1,391 | Changes in the balance of each component of AOCI for the nine months ended September 30, 2015 were as follows: Taubman Centers, Inc. AOCI Noncontrolling Interests AOCI Cumulative translation adjustment Unrealized gains (losses) on interest rate instruments and other Total Cumulative translation adjustment Unrealized gains (losses) on interest rate instruments and other Total January 1, 2015 $ (101 ) $ (14,967 ) $ (15,068 ) $ (41 ) $ 5,879 $ 5,838 Other comprehensive income (loss) before reclassifications (10,917 ) (12,953 ) (23,870 ) (4,541 ) (5,388 ) (9,929 ) Amounts reclassified from AOCI 6,299 6,299 2,620 2,620 Net current period other comprehensive income (loss) $ (10,917 ) $ (6,654 ) $ (17,571 ) $ (4,541 ) $ (2,768 ) $ (7,309 ) Adjustments due to changes in ownership 1 (199 ) (198 ) (1 ) 199 198 September 30, 2015 $ (11,017 ) $ (21,820 ) $ (32,837 ) $ (4,583 ) $ 3,310 $ (1,273 ) |
Cash Flow Disclosures and Non31
Cash Flow Disclosures and Non-Cash Investing and Financing Activities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | The following non-cash investing and financing activities occurred during the nine months ended September 30, 2016 and 2015 . 2016 2015 Recapitalization of The Mall of San Juan joint venture (1) $ 9,296 Other non-cash additions to properties $ 89,377 75,880 (1) In April 2015, the Company acquired an additional 15% interest in The Mall of San Juan. The additional interest was acquired at cost. In connection with the acquisition, the noncontrolling owner used $9.3 million of previously contributed capital to fund its obligation to reimburse the Company for certain shared infrastructure costs, which was classified as a reduction of the noncontrolling interest and an offsetting reduction of properties. |
Interim Financial Statements (D
Interim Financial Statements (Details) | Sep. 30, 2016 | Dec. 31, 2015 |
Westfarms [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage (in hundredths) | 79.00% | 79.00% |
International Plaza [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage (in hundredths) | 50.10% | 50.10% |
Interim Financial Statements (O
Interim Financial Statements (Operating Partnership) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
The Operating Partnership [Abstract] | |||
Number of urban and suburban shopping centers in the Company's owned portfolio | 23 | ||
Number of states in which Company operates | 11 | ||
Number Of Classes Of Preferred Stock | three | ||
Common stock, shares outstanding | 60,405,097 | 60,233,561 | |
Number Of Classes Of Preferred Equity | two | ||
Noncontrolling Interest, Ownership Percentage by Parent | 71.00% | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 71.00% | 71.00% | |
Units of Partnership Interest, Amount | 85,451,376 | ||
Number Of Operating Partnership Units Outstanding Owned By Company | 60,405,097 | ||
Deferred Charges and Other Assets | $ 296,187 | $ 181,304 | |
Notes Payable, Net | $ 3,203,697 | $ 2,627,088 | |
Substantial Doubt about Going Concern, Management's Evaluation | when preparing financial statements for each annual and interim reporting period, management now has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. No such conditions or events were identified as of the issuance date of the financial statements contained in this Quarterly Report on Form 10-Q | ||
Series J Preferred Stock [Member] | |||
The Operating Partnership [Abstract] | |||
Dividend rate (in hundredths) | 6.50% | ||
Preferred Stock, Shares Outstanding | 7,700,000 | 7,700,000 | |
Series K Preferred Stock [Member] | |||
The Operating Partnership [Abstract] | |||
Dividend rate (in hundredths) | 6.25% | ||
Preferred Stock, Shares Outstanding | 6,800,000 | 6,800,000 | |
Series B Preferred Stock [Member] | |||
The Operating Partnership [Abstract] | |||
Units of Partnership Interest, Terms of Conversion | one share of nonparticipating Series B Preferred Stock per each Operating Partnership unit | ||
Preferred Stock, voting rights | one vote per share | ||
Convertible Preferred Stock, Terms of Conversion | ratio of 14,000 shares of Series B Preferred Stock for one share of common stock | ||
Preferred Stock, Shares Outstanding | 25,029,059 | 25,044,939 | |
Scenario, Previously Reported [Member] | |||
The Operating Partnership [Abstract] | |||
Deferred Charges and Other Assets | $ 198,200 | ||
Notes Payable, Net | 2,644,000 | ||
Adjustments for New Accounting Pronouncement [Member] | |||
The Operating Partnership [Abstract] | |||
Deferred Finance Costs, Net | $ 16,900 |
Acquisition, Redevelopments, 34
Acquisition, Redevelopments, and Developments (Details) $ in Thousands, ft² in Millions | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($)ft² | Sep. 30, 2015USD ($) | Mar. 31, 2016 | Dec. 31, 2015USD ($) | |
Acquisition, Redevelopments, and Developments [Line Items] | |||||
Notes Payable | $ 3,203,697 | $ 2,627,088 | |||
Noncontrolling Interest, Ownership Percentage by Parent | 71.00% | ||||
Increase (Decrease) in Restricted Cash and Investments | $ 103,463 | $ (25,061) | |||
Country Club Plaza [Member] | |||||
Acquisition, Redevelopments, and Developments [Line Items] | |||||
Acquisition, Purchase Price, Excluding Transaction Costs | 660,000 | ||||
Acquisition, Purchase Price, Excluding Transaction Costs, At Company's Share | $ 330,000 | ||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Debt Instrument, Term (in years) | 10 | ||||
Notes Payable | $ 320,000 | ||||
Notes Payable, At Beneficial Interest | $ 160,000 | ||||
International Market Place [Member] | |||||
Acquisition, Redevelopments, and Developments [Line Items] | |||||
Area of Real Estate Property | ft² | 0.3 | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 93.50% | ||||
CityOn.Xi'an [Member] | |||||
Acquisition, Redevelopments, and Developments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50.00% | 30.00% | |||
Area of Real Estate Property | ft² | 1 | ||||
Acquisition of additional interest in equity method joint venture | $ 150,000 | ||||
Beneficial share of acquisition of additional interest in equity method joint venture | $ 75,000 | ||||
Joint Venture Acquisition, Interest Acquired | 40.00% | ||||
Joint Venture, Ownership Percentage | 100.00% | ||||
CityOn.Zhengzhou [Member] | |||||
Acquisition, Redevelopments, and Developments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 32.00% | 49.00% | |||
Area of Real Estate Property | ft² | 1 | ||||
Beneficial share of acquisition of additional interest in equity method joint venture | $ 60,000 | ||||
Noncash or Part Noncash Acquisition, Interest Acquired | 17.00% | ||||
Company’s Share of Project Costs in Equity Method Investments | $ 157,500 | ||||
Increase (Decrease) in Project Costs Due to Foreign Currency Rate Change | $ (4,200) | ||||
Starfield Hanam [Member] | |||||
Acquisition, Redevelopments, and Developments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 34.30% | ||||
Area of Real Estate Property | ft² | 1.7 | ||||
Joint Venture, Ownership Percentage | 49.00% | ||||
Outside Partner, Ownership Percentage | 14.70% | ||||
Taubman Asia [Member] | |||||
Acquisition, Redevelopments, and Developments [Line Items] | |||||
Increase (Decrease) in Restricted Cash and Investments | $ 108,200 | ||||
The Shops at Crystals [Member] | |||||
Acquisition, Redevelopments, and Developments [Line Items] | |||||
Management Leasing And Development Services, Lump Sum Payment | $ 21,700 | ||||
Beverly Center and The Mall at Green Hills [Member] | |||||
Acquisition, Redevelopments, and Developments [Line Items] | |||||
Number Of Ongoing Redevelopments | 2 | ||||
Total Anticipated Project Costs | $ 700,000 | ||||
Capitalized Project Costs | $ 128,400 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income tax expense (benefit) [Abstract] | |||||
Federal current | $ 52 | $ 1,092 | $ 1,849 | $ 1,848 | |
Federal deferred | (666) | 134 | (1,852) | 29 | |
Foreign current | 72 | (178) | 222 | 588 | |
Foreign deferred | 168 | (24) | 99 | (180) | |
State current | 45 | (856) | 252 | (601) | |
State deferred | (131) | (21) | (286) | (11) | |
Income Tax Expense (Benefit), Gross of Tax on Gain | (460) | 147 | 284 | 1,673 | |
Less income tax benefit allocated to Gain on Dispositions | 437 | 437 | |||
Total income tax expense (benefit) | (460) | $ 584 | 284 | $ 2,110 | |
Deferred tax assets: | |||||
Deferred tax assets | 5,440 | 5,440 | $ 4,047 | ||
Valuation allowances | (1,754) | (1,754) | (1,913) | ||
Net deferred tax assets | 3,686 | 3,686 | 2,134 | ||
Deferred tax liabilities: | |||||
Deferred tax liabilities | 663 | 663 | 1,173 | ||
Domestic Country [Member] | |||||
Deferred tax assets: | |||||
Deferred tax assets | 2,677 | 2,677 | 1,427 | ||
Deferred tax liabilities: | |||||
Deferred tax liabilities | 602 | ||||
Foreign Country [Member] | |||||
Deferred tax assets: | |||||
Deferred tax assets | 1,726 | 1,726 | 1,676 | ||
Deferred tax liabilities: | |||||
Deferred tax liabilities | 663 | 663 | 501 | ||
State and Local Jurisdiction [Member] | |||||
Deferred tax assets: | |||||
Deferred tax assets | 1,037 | 1,037 | 944 | ||
Deferred tax liabilities: | |||||
Deferred tax liabilities | $ 70 |
Investments in Unconsolidated36
Investments in Unconsolidated Joint Ventures (Details) | 9 Months Ended | ||
Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Depreciable Basis In Years | 40 years | ||
Equity of certain joint ventures | less than zero | ||
CityOn.Xi'an [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Joint Venture Acquisition, Interest Acquired | 40.00% | ||
Equity Method Investment, Ownership Percentage | 50.00% | 30.00% | 30.00% |
Country Club Plaza [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Joint Venture Acquisition, Interest Acquired | 50.00% | ||
Equity Method Investment, Ownership Percentage | 50.00% | 0.00% | |
Fair Oaks [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |
International Plaza [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.10% | 50.10% | |
The Mall at Millenia [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |
Stamford Town Center [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |
Starfield Hanam [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 34.30% | 34.30% | |
Sunvalley [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |
The Mall at University Town Center [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |
Waterside Shops [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |
Westfarms [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 79.00% | 79.00% |
Investments in Unconsolidated37
Investments in Unconsolidated Joint Ventures (Combined Financial Information Balance Sheet) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Properties | $ 2,558,697 | $ 1,628,492 |
Accumulated depreciation and amortization | (637,141) | (589,145) |
Properties, net | 1,921,556 | 1,039,347 |
Cash and cash equivalents | 38,990 | 36,047 |
Allowance for doubtful accounts | 3,278 | 1,602 |
Accounts and notes receivable, less allowance for doubtful accounts of $3,278 and $1,602 in 2016 and 2015 | 59,700 | 42,361 |
Deferred charges and other assets (1) | 76,407 | 32,660 |
Total Assets | 2,096,653 | 1,150,415 |
Liabilities and accumulated deficiency in assets: | ||
Notes payable, net (1)(2) | 2,298,698 | 1,994,298 |
Accounts payable and other liabilities | 304,212 | 70,539 |
TRG's accumulated deficiency in assets | (299,486) | (512,256) |
Unconsolidated Joint Venture Partners' accumulated deficiency in assets | (206,771) | (402,166) |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity | 2,096,653 | 1,150,415 |
TRG's accumulated deficiency in assets (above) | (299,486) | (512,256) |
TRG's investment in Starfield Hanam and centers under construction (Note 2) | 283,025 | 296,847 |
TRG basis adjustments, including elimination of intercompany profit | 121,275 | 132,218 |
TCO's additional basis | 51,557 | 53,016 |
Net investment in Unconsolidated Joint Ventures | 156,371 | (30,175) |
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures | 465,118 | 464,086 |
Investment in Unconsolidated Joint Ventures | 621,489 | 433,911 |
CityOn.Zhengzhou [Member] | ||
Liabilities and accumulated deficiency in assets: | ||
Construction Loan | 73,500 | 44,700 |
Construction Loan, At Beneficial Interest | 36,000 | 14,200 |
Starfield Hanam [Member] | ||
Liabilities and accumulated deficiency in assets: | ||
Construction Loan | 335,200 | 52,900 |
Construction Loan, At Beneficial Interest | $ 115,000 | $ 18,100 |
Investments in Unconsolidated38
Investments in Unconsolidated Joint Ventures (Combined Financial Information Income Statement) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity method investment, summarized financial information, income statement [Abstract] | ||||
Revenues | $ 119,277 | $ 91,000 | $ 325,231 | $ 271,332 |
Maintenance, taxes, utilities, promotion, and other operating expenses | 43,248 | 28,922 | 114,960 | 85,203 |
Interest expense | 26,583 | 21,390 | 73,669 | 63,937 |
Depreciation and amortization | 26,613 | 13,899 | 61,736 | 40,305 |
Income tax expense | 315 | 315 | ||
Total operating costs | 96,759 | 64,211 | 250,680 | 189,445 |
Nonoperating income (expense) | (594) | (1) | 512 | 4 |
Net income | 21,924 | 26,788 | 75,063 | 81,891 |
Net income attributable to TRG | 11,058 | 14,636 | 40,851 | 45,124 |
Realized intercompany profit, net of depreciation on TRG’s basis adjustments | 4,821 | 1,071 | 10,388 | 2,634 |
Depreciation of TCO's additional basis | (488) | (488) | (1,460) | (1,460) |
Equity in income of Unconsolidated Joint Ventures | 15,391 | 15,219 | 49,779 | 46,298 |
Beneficial interest in Unconsolidated Joint Ventures’ operations: | ||||
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses | 44,975 | 35,308 | 125,102 | 105,725 |
Interest expense | (14,274) | (11,431) | (39,009) | (34,199) |
Depreciation and amortization | (14,995) | $ (8,658) | (35,999) | $ (25,228) |
Income tax expense | $ (315) | $ (315) |
Beneficial Interest in Debt a39
Beneficial Interest in Debt and Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
At 100% [Abstract] | |||||
Notes Payable | $ 3,203,697 | $ 3,203,697 | $ 2,627,088 | ||
Equity Method Investment, Summarized Financial Information, Noncurrent Liabilities | 2,703,586 | 2,703,586 | 2,087,552 | ||
Capitalized interest, consolidated subsidiaries at 100% | 17,892 | $ 24,569 | |||
Capitalized interest, unconsolidated joint ventures @100% | 2,188 | 289 | |||
Interest expense, consolidated subsidiaries at 100% | 22,129 | $ 16,145 | 61,845 | 44,451 | |
Interest Expense, Unconsolidated Joint Ventures, at 100% | 73,669 | 63,937 | |||
At beneficial interest [Abstract] | |||||
Debt Consolidated Subsidiaries At Beneficial Interest | 2,899,417 | 2,899,417 | 2,468,451 | ||
Debt, unconsolidated joint ventures at beneficial interest | 1,385,282 | 1,385,282 | $ 1,116,395 | ||
Capitalized interest, consolidated subsidiaries at beneficial interest | 17,841 | 23,693 | |||
Capitalized Interest, Unconsolidated Joint Ventures at Beneficial Interest | 2,188 | 145 | |||
Interest expense, consolidated subsidiaries at beneficial interest | 54,459 | 39,357 | |||
Interest expense, unconsolidated joint ventures at beneficial interest | $ 14,274 | $ 11,431 | $ 39,009 | $ 34,199 | |
Cherry Creek Shopping Center [Member] | |||||
Debt Instrument [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | 50.00% | |||
International Market Place [Member] | |||||
Debt Instrument [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 6.50% | 6.50% | |||
The Mall of San Juan [Member] | |||||
Debt Instrument [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% | 5.00% |
Beneficial Interest in Debt a40
Beneficial Interest in Debt and Interest Expense (Specific Debt Instrument Detail) (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | |
The Mall at University Town Center [Member] | |||
Debt Instrument [Line Items] | |||
Construction Loan | $ 221.5 | ||
Cherry Creek Shopping Center [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Term | 12 years | ||
Debt Instrument, Face Amount | $ 550 | $ 280 | |
Debt Instrument, Interest Rate, Effective Percentage | 3.87% | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.24% | ||
Ownership Share Of Excess Proceeds Of Financing | $ 135 | ||
The Gardens on El Paseo [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 81.5 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.10% | ||
The Mall of San Juan [Member] | |||
Debt Instrument [Line Items] | |||
Length Of Extension Option | one-year | ||
Construction Loan | $ 296.4 | ||
Secondary Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 65 | ||
Length Of Extension Option | one year | ||
Subsequent Event [Member] | The Mall at University Town Center [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Term | 10 years | ||
Debt Instrument, Face Amount | $ 280 |
Beneficial Interest in Debt a41
Beneficial Interest in Debt and Interest Expense (Debt Covenants and Guarantees) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Guarantor Obligations [Line Items] | ||
Other Restrictions on Payment of Dividends | 0.95 | |
Restricted cash | $ 1,002 | $ 6,447 |
International Market Place [Member] | ||
Guarantor Obligations [Line Items] | ||
Unconditional Guaranty Liability, Principal Balance, Percent | 100.00% | |
Unconditional Guaranty Liability, Interest, Percent | 100.00% | |
Construction Facility, Maximum Borrowing Capacity | $ 330,900 | |
Construction Loan | 236,100 | |
Interest Payable | $ 400 | |
The Mall at University Town Center [Member] | ||
Guarantor Obligations [Line Items] | ||
Unconditional Guaranty Liability, Principal Balance, Percent | 25.00% | |
Unconditional Guaranty Liability, Interest, Percent | 50.00% | |
Construction Facility, Maximum Borrowing Capacity | $ 225,000 | |
Construction Loan | 221,500 | |
Interest Payable | $ 400 | |
The Mall of San Juan [Member] | ||
Guarantor Obligations [Line Items] | ||
Unconditional Guaranty Liability, Principal Balance, Percent | 100.00% | |
Unconditional Guaranty Liability, Interest, Percent | 100.00% | |
Construction Facility, Maximum Borrowing Capacity | $ 320,000 | |
Construction Loan | 296,400 | |
Interest Payable | 300 | |
International Plaza [Member] | ||
Guarantor Obligations [Line Items] | ||
Interest Payable | 200 | |
Derivative, Net Liability Position, Aggregate Fair Value | $ 6,500 | |
Company's Percentage Share of Derivative Guarantee | 50.10% | |
Debt Instrument, Face Amount | $ 175,000 |
Equity Transactions (Details)
Equity Transactions (Details) - Common Stock [Member] - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2016 | Mar. 31, 2015 | Aug. 31, 2013 | |
Schedule of Equity Transactions [Line Items] | |||
Stock Repurchase Program, Authorized Amount | $ 450 | $ 200 | |
Stock Repurchase, Additional Authorization | $ 250 | ||
Stock Repurchased During Period, Shares | 0 | ||
Stock Repurchased and Retired Since Program Inception, shares | 4,247,867 | ||
Stock Acquired and Retired Since Program Inception, Average Cost Per Share | $ 71.79 | ||
Stock Repurchased And Retired, Value | $ 304.9 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 145.1 | ||
Common Stock, Terms of Conversion | For each share of the Company’s stock repurchased, one of the Company’s Operating Partnership units was redeemed |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | |||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $ 8,432,000 | $ 8,432,000 | |||
Ownership percentage in consolidated subsidiary (in hundredths) | 71.00% | 71.00% | |||
Noncontrolling Interest in Net Income (Loss) Joint Venture Partners, Nonredeemable | $ 1,779,000 | $ 2,780,000 | $ 6,175,000 | $ 8,043,000 | |
Noncontrolling Interest in Net Income (Loss) Operating Partnerships, Nonredeemable | 8,449,000 | 13,151,000 | 34,435,000 | 35,815,000 | |
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 10,228,000 | 15,931,000 | 40,610,000 | 43,858,000 | |
Net Income (Loss) Attributable to Noncontrolling Interest | 10,111,000 | 15,931,000 | 40,248,000 | 43,858,000 | |
Reconciliation Of Redeemable Noncontrolling Interests [Roll Forward] | |||||
Taubman Asia President vested redeemable equity | 13,582,000 | ||||
Allocation of net loss to redeemable noncontrolling interest | (117,000) | (362,000) | |||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | 8,432,000 | 8,432,000 | |||
Non-redeemable noncontrolling interests: | |||||
Noncontrolling interests in consolidated joint ventures | (157,373,000) | (157,373,000) | $ (23,569,000) | ||
Noncontrolling interests in partnership equity of TRG | 19,282,000 | 19,282,000 | 31,573,000 | ||
Noncontrolling interests | (138,091,000) | (138,091,000) | 8,004,000 | ||
Effects of changes in ownership interest in consolidated subsidiaries on equity [Abstract] | |||||
Net income attributable to Taubman Centers, Inc. common shareowners | 18,752,000 | $ 30,422,000 | 78,083,000 | 83,274,000 | |
Change from net income attributable to Taubman Centers, Inc. and transfers from noncontrolling interests | $ 80,250,000 | 152,267,000 | |||
Taubman Asia Redeemable Noncontrolling Interest [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Percentage of dividends to which the President is entitled (in hundredths) | 5.00% | ||||
Percentage of President's dividends withheld as contributions to capital (in hundredths) | 85.00% | ||||
Temporary Equity, Redemption Percentage 2014 - June 2017 | 50.00% | ||||
Temporary Equity, Redemption Percentage beginning June 2017 | 100.00% | ||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | 8,432,000 | $ 8,432,000 | 0 | ||
Percentage Of Asia President's interest To Which Is Puttable Beginning In 2019 | 5.00% | ||||
Reconciliation Of Redeemable Noncontrolling Interests [Roll Forward] | |||||
Taubman Asia President vested redeemable equity | $ 13,582,000 | ||||
Distributions to redeemable noncontrolling interest | (7,150,000) | ||||
Contributions | 2,000,000 | ||||
Allocation of net loss to redeemable noncontrolling interest | (362,000) | ||||
Adjustments of redeemable noncontrolling interest | 362,000 | ||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $ 8,432,000 | $ 8,432,000 | 0 | ||
International Market Place [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Percentage of noncontrolling interests (in hundredths) | 6.50% | 6.50% | |||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $ 0 | $ 0 | 0 | ||
Ownership percentage in consolidated subsidiary (in hundredths) | 93.50% | 93.50% | |||
Reconciliation Of Redeemable Noncontrolling Interests [Roll Forward] | |||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $ 0 | $ 0 | $ 0 | ||
Finite Life Entities [Member] | |||||
Non-redeemable noncontrolling interests: | |||||
Noncontrolling interests | (157,400,000) | $ (157,400,000) | |||
Finite Life Entities [Abstract] | |||||
Termination date of partnership agreement | Jan. 1, 2083 | ||||
Estimated Fair Value Of Noncontrolling Interests | $ 360,000,000 | $ 360,000,000 | |||
Additional Paid-in Capital [Member] | |||||
Reconciliation Of Redeemable Noncontrolling Interests [Roll Forward] | |||||
Taubman Asia President vested redeemable equity | 13,582,000 | ||||
Effects of changes in ownership interest in consolidated subsidiaries on equity [Abstract] | |||||
Increase in Taubman Centers, Inc.’s paid-in capital for adjustments of noncontrolling interest (1) | 2,167,000 | 68,993,000 | |||
Net transfers (to) from noncontrolling interests | $ 2,167,000 | $ 68,993,000 |
Derivative and Hedging Activi44
Derivative and Hedging Activities (Interest Rate Derivatives) (Details) ₩ in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2016KRW (₩) | |
Cash flow hedges of interest rate risk [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 71.00% | 71.00% |
Unsecured Debt [Member] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Unsecured Debt | $ 475,000 | |
Derivative, Lower Range of Basis Spread on Variable Rate | 1.35% | 1.35% |
Derivative, Higher Range of Basis Spread on Variable Rate | 1.90% | 1.90% |
Consolidated Subsidiaries Interest Rate Swap 1 [Domain] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% |
Derivative, Notional Amount | $ 200,000 | |
Derivative, Fixed Interest Rate | 1.64% | 1.64% |
Derivative, Basis Spread on Variable Rate | 1.45% | 1.45% |
Total Swapped Rate On Loan | 3.09% | 3.09% |
Derivative, Maturity Date | Feb. 1, 2019 | |
Unsecured Debt | $ 475,000 | |
Derivative, Lower Range of Basis Spread on Variable Rate | 1.35% | 1.35% |
Derivative, Higher Range of Basis Spread on Variable Rate | 1.90% | 1.90% |
Consolidated Subsidiaries Interest Rate Swap 1 [Domain] | London Interbank Offered Rate (LIBOR) [Member] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Debt Instrument, Description of Variable Rate Basis | one-month LIBOR | |
Consolidated Subsidiaries Interest Rate Swap 2 [Domain] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% |
Derivative, Notional Amount | $ 175,000 | |
Derivative, Fixed Interest Rate | 1.65% | 1.65% |
Derivative, Basis Spread on Variable Rate | 1.45% | 1.45% |
Total Swapped Rate On Loan | 3.10% | 3.10% |
Derivative, Maturity Date | Feb. 1, 2019 | |
Unsecured Debt | $ 475,000 | |
Derivative, Lower Range of Basis Spread on Variable Rate | 1.35% | 1.35% |
Derivative, Higher Range of Basis Spread on Variable Rate | 1.90% | 1.90% |
Consolidated Subsidiaries Interest Rate Swap 2 [Domain] | London Interbank Offered Rate (LIBOR) [Member] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Debt Instrument, Description of Variable Rate Basis | one-month LIBOR | |
Consolidated Subsidiaries Interest Rate Swap 3 [Domain] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% |
Derivative, Notional Amount | $ 100,000 | |
Derivative, Fixed Interest Rate | 1.64% | 1.64% |
Derivative, Basis Spread on Variable Rate | 1.45% | 1.45% |
Total Swapped Rate On Loan | 3.09% | 3.09% |
Derivative, Maturity Date | Feb. 1, 2019 | |
Unsecured Debt | $ 475,000 | |
Derivative, Lower Range of Basis Spread on Variable Rate | 1.35% | 1.35% |
Derivative, Higher Range of Basis Spread on Variable Rate | 1.90% | 1.90% |
Consolidated Subsidiaries Interest Rate Swap 3 [Domain] | London Interbank Offered Rate (LIBOR) [Member] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Debt Instrument, Description of Variable Rate Basis | one-month LIBOR | |
Consolidated Subsidiaries Interest Rate Swap 4 [Domain] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% |
Derivative, Notional Amount | $ 12,000 | |
Derivative, Fixed Interest Rate | 2.09% | 2.09% |
Derivative, Basis Spread on Variable Rate | 1.40% | 1.40% |
Total Swapped Rate On Loan | 3.49% | 3.49% |
Derivative, Maturity Date | Mar. 1, 2024 | |
Unconsolidated Joint Ventures Interest Rate Swap 1 [Member] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% | 50.00% |
Derivative, Notional Amount | $ 133,090 | |
Derivative, Fixed Interest Rate | 2.40% | 2.40% |
Derivative, Basis Spread on Variable Rate | 1.70% | 1.70% |
Total Swapped Rate On Loan | 4.10% | 4.10% |
Derivative, Maturity Date | Apr. 1, 2018 | |
Unconsolidated Joint Ventures Interest Rate Swap 2 (Member) | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% | 50.00% |
Derivative, Notional Amount | $ 133,090 | |
Derivative, Fixed Interest Rate | 2.40% | 2.40% |
Derivative, Basis Spread on Variable Rate | 1.70% | 1.70% |
Total Swapped Rate On Loan | 4.10% | 4.10% |
Derivative, Maturity Date | Apr. 1, 2018 | |
Unconsolidated Joint Ventures Interest Rate Swap3 [Member] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 50.10% | 50.10% |
Derivative, Notional Amount | $ 169,794 | |
Derivative, Fixed Interest Rate | 1.83% | 1.83% |
Derivative, Basis Spread on Variable Rate | 1.75% | 1.75% |
Total Swapped Rate On Loan | 3.58% | 3.58% |
Derivative, Maturity Date | Dec. 1, 2021 | |
Unconsolidated Joint Ventures Interest Rate Swap 4 [Member] | ||
Cash flow hedges of interest rate risk [Abstract] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 34.30% | 34.30% |
Derivative, Notional Amount | $ 52,065 | ₩ 60,500,000 |
Derivative, Fixed Interest Rate | 1.52% | 1.52% |
Derivative, Basis Spread on Variable Rate | 1.60% | 1.60% |
Total Swapped Rate On Loan | 3.12% | 3.12% |
Derivative, Maturity Date | Sep. 1, 2020 | |
Swapped Foreign Currency Exchange Rate | 1,162 |
Derivative and Hedging Activi45
Derivative and Hedging Activities (Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ (8,100) | $ (8,100) | ||
Cash Flow Hedging [Member] | ||||
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 4,761 | $ (7,712) | (6,412) | $ (9,422) |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (3,241) | (3,084) | (8,612) | (8,919) |
Consolidated Properties [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | Other comprehensive income [Member] | ||||
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 2,933 | (5,108) | (4,366) | (6,900) |
Consolidated Properties [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | Interest expense [Member] | ||||
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (1,446) | (1,825) | (4,457) | (5,412) |
Unconsolidated Properties [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | Other comprehensive income [Member] | ||||
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 1,682 | (2,434) | (1,712) | (2,352) |
Unconsolidated Properties [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | Equity Method Investments [Member] | ||||
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (940) | (1,128) | (2,876) | (3,376) |
Unconsolidated Properties [Member] | Cash Flow Hedging [Member] | Cross Currency Interest Rate Contract [Member] | Other comprehensive income [Member] | ||||
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 146 | (170) | (334) | (170) |
Unconsolidated Properties [Member] | Cash Flow Hedging [Member] | Cross Currency Interest Rate Contract [Member] | Equity Method Investments [Member] | ||||
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (855) | (131) | (1,279) | (131) |
Unsecured Debt [Member] | ||||
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | $ 500 | (300) | $ 200 | (500) |
Starfield Hanam [Member] | ||||
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract] | ||||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | $ (200) | $ (200) |
Derivative and Hedging Activi46
Derivative and Hedging Activities (Location and Fair Value of Derivative Instruments as Reported in the Consoiidated Balance Sheet) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract] | ||
Derivative Liability, Fair Value, Gross Liability | $ (18,455) | $ (11,062) |
Default Option, Range, Minimum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest Rate Recourse Provisions | 100 | |
Default Option, Range, Maximum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest Rate Recourse Provisions | 50,000 | |
Consolidated Properties [Member] | Interest Rate Contract [Member] | Accounts Payable and Accrued Liabilities [Member] | ||
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract] | ||
Derivative Liability, Fair Value, Gross Liability | (10,227) | (6,077) |
Unconsolidated Properties [Member] | Interest Rate Contract [Member] | Equity Method Investments [Member] | ||
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract] | ||
Derivative Liability, Fair Value, Gross Liability | (6,686) | (4,974) |
Unconsolidated Properties [Member] | Cross Currency Interest Rate Contract [Member] | Equity Method Investments [Member] | ||
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract] | ||
Derivative Liability, Fair Value, Gross Liability | $ (1,542) | $ (11) |
Share-Based Compensation (Detai
Share-Based Compensation (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($)Rate$ / sharesshares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Rate$ / sharesshares | Sep. 30, 2015USD ($) | Dec. 31, 2015$ / sharesshares | |
Share-based compensation, allocation and classification in financial statements [Abstract] | |||||
Compensation cost charged to income for the Company's share-based compensation plans | $ | $ 3.2 | $ 1.3 | $ 9.2 | $ 8.9 | |
Reversal of Prior Period Share Based Compensation Expense | $ | 2.7 | 2 | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $ | $ 0.6 | $ 0.2 | $ 1.9 | 1.6 | |
2008 Omnibus Plan [Member] | |||||
Deferred compensation arrangements [Abstract] | |||||
Aggregate number of Company common shares or Operating Partnership units approved for awards under the 2008 Omnibus Plan, amended (in shares) | 8,500,000 | 8,500,000 | |||
The ratio at which non-option awards granted after the 2010 amendment are deducted from the shares available for grant | Rate | 1.85 | 1.85 | |||
The ratio at which non-option awards granted prior to the 2010 amendment are deducted from the shares available for grant | Rate | 2.85 | 2.85 | |||
The ratio at which options awards granted are deducted from the shares available for grant | one-for-one | ||||
Employee Stock Option [Member] | |||||
Summary of option activity [Roll Forward] | |||||
Outstanding at January 1, 2016 | 292,543 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (89,957) | ||||
Outstanding at September 30, 2016 | 202,586 | 202,586 | 292,543 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 42.66 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 48.35 | $ 48.35 | $ 46.60 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year | 1 year 4 months 28 days | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ / shares | $ 45.90 | $ 35.50 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ / shares | $ 51.15 | $ 51.15 | |||
Fully vested options at September 30, 2016 | 202,586 | 202,586 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 48.35 | $ 48.35 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year | ||||
Summary of option activity, additional disclosures [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | ||||
Aggregate intrinsic value of in-the-money options outstanding | $ | $ 5.3 | $ 5.3 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Number Of Forfeitures | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 2.4 | 10 | |||
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options | $ | 3.8 | $ 6.8 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ | 0 | $ 0 | |||
Unissued Partnership Units Under Unit Option Deferral Election Member | |||||
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | |||||
Options exercised under unit option deferral election plan (in shares) | 3,000,000 | ||||
The number of mature units tendered for the exercise of previously issued stock options under the unit option deferral election plan (in shares) | 2,100,000 | ||||
The number of units deferred under the unit option deferral election upon the exercise of previously issued stock options (in shares) | 900,000 | ||||
Date at which deferred partnership units begin to be issued | December 2,022 | ||||
Number of Annual Installments during which Deferred Partnership Units will be issued | five | ||||
Profits Units [Member] | |||||
Summary of non-option activity, additional disclosures [Abstract] | |||||
Awards under the 2008 Omnibus Plan | represents a contingent right to receive a partnership unit upon vesting and the satisfaction of certain tax-driven requirements. Until vested, a Profits Unit entitles the holder to only one-tenth of the distributions payable on a partnership unit. Therefore, the Company accounts for these Profits Units as participating securities in the Operating Partnership. A portion of the Profits Units award represents estimated cash distributions that otherwise would have been payable during the vesting period and, upon vesting, there will be an adjustment in Profits Units to reflect actual cash distributions during such period | ||||
Summary of non-option activity [Roll Forward] | |||||
Relationship between TRG units owned by TCO and TCO common shares outstanding | each partnership unit held by a participant is exchangeable for one share of the Company's common stock | ||||
Units of Partnership Interest, Terms of Conversion | one share of Series B Preferred Stock of the Company for each partnership unit held | ||||
Restricted TRG Profits Units [Member] | |||||
Summary of non-option activity, additional disclosures [Abstract] | |||||
Weighted average grant-date fair value | $ / shares | $ 59.89 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ | $ 3.5 | $ 3.5 | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 3 months 18 days | ||||
Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Vested At End Of Period | 0 | ||||
Summary of non-option activity [Roll Forward] | |||||
Outstanding at January 1, 2016 | 0 | ||||
Granted | 68,045 | ||||
Outstanding at September 30, 2016 | 68,045 | 68,045 | 0 | ||
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 | ||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 59.89 | ||||
Outstanding at end of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 59.89 | $ 59.89 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.85% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years 7 months 6 days | ||||
TSR Performance-based TRG Profits Units [Member] | |||||
Summary of non-option activity, additional disclosures [Abstract] | |||||
Weighted average grant-date fair value | $ / shares | $ 26.42 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ | $ 2.8 | $ 2.8 | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 4 months 24 days | ||||
Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Vested At End Of Period | 0 | ||||
Summary of non-option activity [Roll Forward] | |||||
Outstanding at January 1, 2016 | 0 | ||||
Granted | 119,123 | ||||
Outstanding at September 30, 2016 | 119,123 | 119,123 | 0 | ||
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 | ||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 26.42 | ||||
Outstanding at end of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 26.42 | $ 26.42 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.03% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
NOI Performance-based TRG Profits Units [Member] | |||||
Summary of non-option activity, additional disclosures [Abstract] | |||||
Weighted average grant-date fair value | $ / shares | $ 19.41 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ | $ 2 | $ 2 | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 4 months 24 days | ||||
Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Vested At End Of Period | 0 | ||||
Summary of non-option activity [Roll Forward] | |||||
Outstanding at January 1, 2016 | 0 | ||||
Granted | 119,123 | ||||
Outstanding at September 30, 2016 | 119,123 | 119,123 | 0 | ||
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 | ||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 19.41 | ||||
Outstanding at end of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 19.41 | $ 19.41 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.03% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expected Percentage of Units To Be Issued Based On Management's Assumptions | one-third | ||||
Performance Share Units (PSUs) [Member] | |||||
Summary of non-option activity, additional disclosures [Abstract] | |||||
Right to Receive Upon Vesting Shares of Common Stock as Percentage of PSU, Actual Vested During Period | 0.00% | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ | $ 3.9 | $ 3.9 | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year | ||||
Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Vested At End Of Period | 0 | ||||
Summary of non-option activity [Roll Forward] | |||||
Outstanding at January 1, 2016 | 255,478 | ||||
Vested | (44,866) | ||||
Forfeited | (33,529) | ||||
Outstanding at September 30, 2016 | 177,083 | 177,083 | 255,478 | ||
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 134.52 | ||||
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 96.61 | ||||
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 142.69 | ||||
Outstanding at end of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 142.59 | $ 142.59 | $ 134.52 | ||
Restricted Share Units (RSUs) [Member] | |||||
Summary of non-option activity, additional disclosures [Abstract] | |||||
Awards under the 2008 Omnibus Plan | represent the right to receive upon vesting one share of the Company's common stock, plus a cash payment equal to the aggregate cash dividends that would have been paid on such shares of common stock from the date of grant of the award to the vesting date | ||||
Weighted average grant-date fair value | $ / shares | $ 73.42 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ | $ 5.9 | $ 5.9 | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | ||||
Share-based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Vested At End Of Period | 0 | ||||
Summary of non-option activity [Roll Forward] | |||||
Outstanding at January 1, 2016 | 283,353 | ||||
Vested | (89,986) | ||||
Granted | 55,888 | ||||
Forfeited | (16,282) | ||||
Outstanding at September 30, 2016 | 232,973 | 232,973 | 283,353 | ||
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 69.93 | ||||
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 71.57 | ||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 73.42 | ||||
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 69.13 | ||||
Outstanding at end of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 70.20 | $ 70.20 | $ 69.93 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)$ / shares | |
Cash tender [Abstract] | |
Minimum aggregate value of Operating Partnership units to be tendered | $ 50 |
Fair Value of Written Option, Cash Tender Agreement | zero |
Market value per common share (in dollars per share) | $ / shares | $ 74.41 |
Approximate aggregate value of interests in the Operating Partnership that may be tendered | $ 1,800 |
Additional interest the Company would have owned in the Operating Partnership upon purchase of interests (in hundredths) | 28.00% |
Continuing offer [Abstract] | |
Common Stock, Conversion Basis | one unit of the Operating Partnership interest is exchangeable for one share of the Company's common stock |
Series B Preferred Stock [Member] | |
Continuing offer [Abstract] | |
Convertible Preferred Stock, Terms of Conversion | ratio of 14,000 shares of Series B Preferred Stock for one share of common stock |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income attributable to Taubman Centers, Inc. common shareowners (Numerator): | ||||
Basic | $ 18,752 | $ 30,422 | $ 78,083 | $ 83,274 |
Impact of additional ownership of TRG | 42 | 109 | 171 | 305 |
Diluted | $ 18,794 | $ 30,531 | $ 78,254 | $ 83,579 |
Shares (Denominator) – basic | 60,396,902 | 60,713,379 | 60,341,863 | 61,778,051 |
Effect of dilutive securities | 434,161 | 712,736 | 432,926 | 795,906 |
Shares (Denominator) – diluted | 60,831,063 | 61,426,115 | 60,774,789 | 62,573,957 |
Earnings per common share – basic | $ 0.31 | $ 0.50 | $ 1.29 | $ 1.35 |
Earnings per common share – diluted | $ 0.31 | $ 0.50 | $ 1.29 | $ 1.34 |
Weighted average noncontrolling partnership units outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,979,571 | 3,983,268 | 3,991,803 | 4,058,747 |
Unissued partnership units under unit option deferral elections | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 871,262 | 871,262 | 871,262 | 871,262 |
Fair Value Disclosures (Fair Va
Fair Value Disclosures (Fair Value Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets and liabilities measured at fair value on a recurring basis [Abstract] | ||
Insurance deposit | $ 15,437 | $ 14,346 |
Total assets | 15,437 | 14,346 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets and liabilities measured at fair value on a recurring basis [Abstract] | ||
Total assets | 0 | 0 |
Derivative interest rate contracts (Note 8) | (10,227) | (6,077) |
Total liabilities | $ (10,227) | $ (6,077) |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) - Fair Value, Inputs, Level 2 [Member] - SPG Units [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Units of Partnership Interest, Amount | 590,124 | 590,124 |
Partnership Units, Fair Value at Reporting Date | $ 122,200 | $ 114,700 |
Partnership Units, Book Value at Reporting Date | $ 77,700 | $ 77,700 |
Fair Value Disclosures (Estimat
Fair Value Disclosures (Estimated Fair Value of Notes Payable) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Real Estate Properties [Line Items] | ||
Notes Payable, Net | $ 3,203,697 | $ 2,627,088 |
Consolidated Properties [Member] | ||
Real Estate Properties [Line Items] | ||
Notes Payable, Net | 3,203,697 | 2,627,088 |
Fair Value, Inputs, Level 2 [Member] | Consolidated Properties [Member] | ||
Real Estate Properties [Line Items] | ||
Notes Payable, Fair Value Disclosure | $ 3,266,688 | $ 2,609,582 |
Notes Payable Fair Values Hypothetical Percent Increase In Interest Rates | 1.00% | |
Impact Of Overall One Percent Increase In Interest Rates Decrease In Fair Values Of Notes Payable | $ 155,800 | |
Impact Of Overall One Percent Increase In Interest Rates Decrease In Fair Values Of Notes Payable Percent | 4.80% |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income Components [Line Items] | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (26,430) | $ (26,430) | $ (27,220) | ||||
Reclassification adjustment for amounts recognized in net income | 3,241 | $ 3,084 | 8,612 | $ 8,919 | |||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||||
Accumulated Other Comprehensive Income Components [Line Items] | |||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (5,577) | (5,577) | (10,890) | $ (11,017) | $ (101) | ||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (20,853) | (20,853) | (16,330) | (21,820) | (14,967) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (26,430) | (26,430) | (27,220) | (32,837) | (15,068) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | 5,320 | (10,917) | |||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | (10,615) | (12,953) | |||||
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent | (5,295) | (23,870) | |||||
Reclassification adjustment for amounts recognized in net income | 6,085 | 6,299 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 5,320 | (10,917) | |||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | (4,530) | (6,654) | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 790 | (17,571) | |||||
Other Comprehensive income Loss Adjustment Foreign Currency Attributable To Parent | (7) | 1 | |||||
Other comprehensive income (loss), adjustments, attributable to parent | 7 | (199) | |||||
Other comprehensive income (loss), total adjustments attributable to parent | 0 | (198) | |||||
Noncontrolling Interest [Member] | |||||||
Accumulated Other Comprehensive Income Components [Line Items] | |||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (2,315) | (2,315) | (4,531) | (4,583) | (41) | ||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | 3,706 | 3,706 | 5,595 | 3,310 | 5,879 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ 1,391 | 1,391 | $ 1,064 | $ (1,273) | $ 5,838 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax | 2,209 | (4,541) | |||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | (4,409) | (5,388) | |||||
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest | (2,200) | (9,929) | |||||
Reclassification adjustment for amounts recognized in net income | 2,527 | 2,620 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest | 2,209 | (4,541) | |||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Noncontrolling Interest | (1,882) | (2,768) | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | 327 | (7,309) | |||||
Other Comprehensive Income Loss Adjustment Foreign Currency Attributable To Noncontrolling Interest | 7 | (1) | |||||
Other comprehensive income (loss), adjustments, attributable to noncontrolling interests | (7) | 199 | |||||
Other comprehensive income (loss), total adjustments attributable to noncontrolling interests | 0 | 198 | |||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||||
Accumulated Other Comprehensive Income Components [Line Items] | |||||||
Reclassification adjustment for amounts recognized in net income | 8,612 | 8,919 | |||||
Amount of gain/loss on interest rate contract reclassfied from AOCI | 4,457 | 5,412 | |||||
Amount of gain/loss on interest rate contract reclassfied from AOCI for unconsolidated joint ventures | 2,876 | 3,376 | |||||
Amount of gain/loss on cross-currency interest rate contract reclassified from AOCI for Unconsolidated Joint Ventures | $ 1,279 | $ 131 |
Cash Flow Disclosures and Non54
Cash Flow Disclosures and Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Interest Costs Capitalized | $ 17,892 | $ 24,569 |
Interest Paid, Net | 56,400 | 43,700 |
Income Taxes Paid, Net | 2,800 | 2,100 |
Other non-cash additions to properties | $ 89,377 | $ 75,880 |
The Mall of San Juan [Member] | ||
Joint Venture Acquisition, Interest Acquired | 15.00% | |
Recapitalization of The Mall of San Juan Joint Venture | $ 9,296 |