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8-K - 8-K - TAUBMAN CENTERS INCa2015q48-k.htm


Exhibit 99
Taubman Centers, Inc.
T 248.258.6800
 
 
200 East Long Lake Road
www.taubman.com
 
 
Suite 300
 
 
 
Bloomfield Hills, Michigan
 
 
 
48304-2324
 
 
 
                       

TAUBMAN CENTERS, INC. ISSUES SOLID FOURTH QUARTER AND FULL YEAR 2015 RESULTS AND INTRODUCES 2016 GUIDANCE

Comparable Center Net Operating Income (NOI) Excluding Lease Cancellation Income Up 3.4 Percent for the Quarter and 3.1 Percent for the Year
Leased Space and Occupancy, Mall Tenant Sales Per Square Foot, and Average Rent Per Square Foot All Up for the Year
Achieved Releasing Spreads of 23 Percent

BLOOMFIELD HILLS, Mich., Feb. 10, 2016 - - Taubman Centers, Inc. (NYSE: TCO) today reported financial results for the quarter and full year periods ended December 31, 2015.

 
December 31, 2015
Three Months Ended(1)
December 31, 2014
Three Months Ended(1)
December 31, 2015
Year Ended(1)
December 31, 2014
Year Ended(1)
Net income attributable to common shareholders (EPS) per diluted common share
$0.42
$6.86
$1.76
$13.47
Funds from Operations (FFO) per diluted common share
Growth rate

$0.85
57.4%
$0.54

$3.31
6.4%
$3.11
Adjusted Funds from Operations (Adjusted FFO) per diluted common share
Growth rate

$0.98 (2)
(2.0)%

$1.00 (3)

$3.42 (2)
(6.8)%

$3.67 (3)
 
 
 
 
 
 
(1)
Results between periods are not comparable due to the following significant business changes. In January 2014, Arizona Mills (Tempe, Ariz.) and land in Syosset, New York (Oyster Bay) were sold. Also in January 2014, a 49.9 percent interest in the entity that owns International Plaza (Tampa, Fla.) was sold. As a result of the transactions, the company recognized a net gain of $477 million ($5.30 per share), which is included in EPS and excluded from FFO. The operations of The Mall at University Town Center (Sarasota, Fla.) are included in the company’s results after the center’s opening in October 2014. Also in October 2014, seven centers were sold to Starwood Capital Group, resulting in a gain of $630 million, $606 million ($6.72 per share) at beneficial share, which is included in EPS and excluded from FFO. The operations of The Mall of San Juan (San Juan, Puerto Rico) are included in the company’s results after the center’s opening in March 2015.

(2)
Adjusted FFO for the three months and year ended December 31, 2015 excludes an impairment charge related to the company’s predevelopment costs for Miami Worldcenter. Adjusted FFO for the year ended December 31, 2015 also excludes the reversal of certain prior period executive share-based compensation expense due to the announcement of an executive management transition.
(3)
Adjusted FFO for the three months and year ended December 31, 2014 excludes charges related to the October 2014 sale of seven centers to Starwood.

“We produced solid fourth quarter results that capped off another strong year for us,” said Robert S. Taubman, chairman, president and chief executive officer of Taubman Centers. “In 2015, we opened a new center, delivered five key redevelopments, and completed a number of financing transactions that strengthened our balance sheet.”






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Taubman Centers/2

Operating Statistics

Comparable center NOI excluding lease cancellation income was up 3.4 percent over fourth quarter 2014 and 3.1 percent for the year. “Our quarterly results were driven by increased occupancy and average rent in our centers,” said Mr. Taubman. “We also benefitted from greater net recoveries and lower operating expenses.”

Leased space in comparable centers was 97 percent on December 31, 2015, up 0.8 percent from 96.2 percent on December 31, 2014. Ending occupancy in comparable centers was 95.3 percent on December 31, 2015, up 0.6 percent from 94.7 percent on December 31, 2014.

Comparable center mall tenant sales per square foot were $800 for 2015, an increase of 1 percent from 2014. For the fourth quarter of 2015, mall tenant sales per square foot were down 2.2 percent.

“Weakness in South American tourism and the strengthening U.S. dollar negatively impacted two of our tourist-oriented centers in Florida throughout the year. Excluding those centers, comparable mall tenant sales were up 3.8 percent for the year,” said Mr. Taubman.

For the year, average rent per square foot in comparable centers was $60.38, up 2.1 percent from $59.14 in 2014. For the fourth quarter, average rent per square foot in comparable centers was $60.71, up 1.7 percent from $59.68 last year.

Trailing 12-month releasing spreads per square foot for the year ended December 31, 2015 were a strong 23.3 percent.

2015 Milestones

During 2015, the company:

Increased the regular quarterly dividend to $0.565 per share of common stock, an increase of 4.6 percent. See Taubman Centers Increases Quarterly Common Dividend 4.6 Percent to $0.565 Per Share - March 10, 2015.
Announced a $250 million increase to its share repurchase program, bringing the company’s total authorization to $450 million. See Taubman Centers Increases Share Repurchase Program by $250 Million - March 10, 2015.
Celebrated the opening of The Mall of San Juan. The 630,000-square-foot shopping center represents the island’s first upscale shopping destination and features the Caribbean’s only Nordstrom and Saks Fifth Avenue. See Shoppers Eagerly Welcome The Mall of San Juan - March 26, 2015.
Completed a $494 million (using the December 31, 2015 exchange rate), five-year, non-recourse construction loan financing for Hanam Union Square (Hanam, Gyeonggi Province, South Korea). The financing consists of a Korean Won denominated loan and a U.S. dollar loan. A letter of credit totalling $53 million is outstanding on the Korean Won facility as security for the U.S. dollar loan, thereby reducing the availability. As of December 31, 2015, the loans had a weighted average rate of 3.12 percent - July 21, 2015.


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Taubman Centers/3

Completed a $331 million, three-year, construction loan financing for International Market Place (Waikiki, Honolulu, Hawaii). The loan has two one-year extension options and bears interest at LIBOR plus 1.75 percent - August 14, 2015.
Completed a $1 billion, 12-year, non-recourse financing on The Mall at Short Hills (Short Hills, N.J.) bearing interest at an all-in fixed rate of 3.56 percent - September 15, 2015.
Completed projects at Cherry Creek Shopping Center (Denver, Colo.), Dolphin Mall (Miami, Fla.), Beverly Center (Los Angeles, Calif.), Sunvalley (Concord, Calif.), and International Plaza. The company’s share of investment in the five projects totalled $75 million.
Continued work on the expansion of The Mall at Green Hills (Nashville, Tenn.) and the ground up development of CityOn.Xi’an (Xi’an, China), International Market Place, Hanam Union Square, and CityOn.Zhengzhou (Zhengzhou, China).

In December, the company’s joint venture for CityOn.Zhengzhou made its first draw on a construction loan financing for the project. The company owns a 32 percent interest in the joint venture. The 11-year project loan is up to 834 million Chinese Yuan Renminbi (RMB) (approximately $129 million U.S. dollars using the December 31, 2015 exchange rate), and bears interest at 130 percent of the RMB People's Bank of China base lending rate for a loan term greater than five years, currently 6.37 percent. The rate resets annually.
 
Country Club Plaza

In January 2016, the company announced an agreement with The Macerich Company to purchase Country Club Plaza (Kansas City, Mo.). The purchase price for the mixed-use retail and office property is $660 million cash, excluding transaction costs. Taubman and Macerich will each have a 50 percent interest in the center. The transaction is expected to close on March 1, 2016. See Taubman and Macerich to Acquire Country Club Plaza - Jan. 4, 2016.

Miami Worldcenter

Also in January 2016, the company announced that it will not move forward with an enclosed regional mall that was slated to be part of the Miami Worldcenter mixed-use, urban development in Miami, Florida. As a result, during the fourth quarter of 2015 the company recognized an impairment charge of $11.8 million for the write off of previously capitalized costs related to predevelopment of the enclosed mall plan. See Taubman Announces Update on Miami Worldcenter Project - Jan. 11, 2016.

Share Repurchase Program

During the quarter ended December 31, 2015, the company repurchased 26,093 shares of its common stock at an average price of $69.95 per share. During the year, the company repurchased 3,460,796 shares of its common stock at an average price of $73 per share. Since the program’s inception in August 2013, the company has repurchased a total of 4,247,867 shares of its common stock at an average price of $71.79 per share. At December 31, 2015, the company had approximately $145 million available under its authorization.



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Taubman Centers/4

Stock Performance

During 2015, the company produced a 3.5 percent total shareholder return. This compares to the MSCI US REIT Index return of 2.5 percent and the S&P 500 Index return of 1.4 percent. Over the 10 years ended December 31, 2015, the company's compounded annual shareholder return was 12.7 percent. This compares very favorably to the 10-year total returns of the MSCI US REIT Index and the S&P 500 Index, which were both 7.3 percent. The company’s 10-year total return was 17th highest of the 101 U.S. REITs that have operated during this period and its 20-year total return was fourth highest of the 67 U.S. REITs that have operated during the period. Since the company’s initial public offering in 1992 through December 31, 2015, the compounded annual shareholder return was 15.1 percent.

2016 Guidance

The company is introducing guidance for 2016. The company expects FFO per diluted common share to be in the range of $3.45 to $3.65. FFO guidance excludes the positive impact of Country Club Plaza, which the company expects to acquire in March 2016.

This guidance assumes comparable center NOI growth, excluding lease cancellation income, of 4.5 to 5 percent for the year. Excluded from comparable centers are The Mall of San Juan, which opened in March 2015, Beverly Center, which will soon begin a comprehensive redevelopment, and Country Club Plaza.

Net income attributable to common shareholders (EPS) for the year is expected to be in the range of $1.55 to $1.80.

Supplemental Investor Information Available

The company provides supplemental investor information along with its earnings announcements, available online at www.taubman.com under “Investors.” This includes the following:

Company Information
Income Statements
Earnings Reconciliations
Changes in Funds from Operations and Earnings Per Common Share
Components of Other Income, Other Operating Expense, and Nonoperating Income (Expense)
Recoveries Ratio Analysis
Balance Sheets
Debt Summary
Other Debt, Equity and Certain Balance Sheet Information
Construction, Redevelopment, and Acquisition
Capital Spending
Operational Statistics
Summary of Key Guidance Measures
Owned Centers

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Taubman Centers/5

Major Tenants in Owned Portfolio
Anchors in Owned Portfolio
Operating Statistics Glossary

Investor Conference Call

The company will host a conference call at 11:00 a.m. EST on Thursday, February 11 to discuss these results, business conditions and the company’s outlook for 2016. The conference call will be simulcast at www.taubman.com. An online replay will follow shortly after the call and continue for approximately 90 days.

About Taubman

Taubman Centers is an S&P MidCap 400 Real Estate Investment Trust engaged in the ownership, management and/or leasing of 23 regional, super-regional and outlet shopping centers in the U.S. and Asia. Taubman’s U.S.-owned properties are the most productive in the publicly held U.S. regional mall industry. Taubman is currently developing four properties in the U.S. and Asia totaling 4.1 million square feet. Founded in 1950, Taubman is headquartered in Bloomfield Hills, Mich. Taubman Asia, founded in 2005, is headquartered in Hong Kong. www.taubman.com.

For ease of use, references in this press release to “Taubman Centers,” “company,” “Taubman” or an operating platform mean Taubman Centers, Inc. and/or one or more of a number of separate, affiliated entities. Business is actually conducted by an affiliated entity rather than Taubman Centers, Inc. itself or the named operating platform.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect management's current views with respect to future events and financial performance. The forward-looking statements included in this release are made as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future. Actual results may differ materially from those expected because of various risks and uncertainties.  You should review the company's filings with the Securities and Exchange Commission, including “Risk Factors” in its most recent Annual Report on Form 10-K and subsequent quarterly reports, for a discussion of such risks and uncertainties.


CONTACTS:    
Ryan Hurren, Taubman, Director, Investor Relations, 248-258-7232
rhurren@taubman.com

Maria Mainville, Taubman, Director, Strategic Communications, 248-258-7469
mmainville@taubman.com

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Taubman Centers/6

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
Table 1 - Summary of Results
 
 
 
 
 
 
 
For the Periods Ended December 31, 2015 and 2014
 
 
 
 
 
 
 
(in thousands of dollars, except as indicated)
 
 
 
 
 
 
 
Three Months Ended
 
Year Ended
 
2015
 
2014
 
2015
 
2014
Net income (1)
46,595

 
656,274

 
192,557

 
1,278,122

Noncontrolling share of income of consolidated joint ventures
(3,179
)
 
(26,226
)
 
(11,222
)
 
(34,239
)
Noncontrolling share of income of TRG
(11,393
)
 
(179,948
)
 
(47,208
)
 
(350,870
)
Distributions to participating securities of TRG
(492
)
 
(4,609
)
 
(1,969
)
 
(6,018
)
Preferred stock dividends
(5,785
)
 
(5,785
)
 
(23,138
)
 
(23,138
)
Net income attributable to Taubman Centers, Inc. common shareowners (1)
25,746

 
439,706

 
109,020

 
863,857

Net income per common share - basic (1)
0.43

 
6.94

 
1.78

 
13.65

Net income per common share - diluted (1)
0.42

 
6.86

 
1.76

 
13.47

Beneficial interest in EBITDA - Combined (2)
108,466

 
686,998

 
421,821

 
1,525,013

Adjusted Beneficial interest in EBITDA - Combined (2)
120,220

 
121,879

 
431,586

 
482,492

Funds from Operations attributable to partnership unitholders and participating securities of TRG (1)(2)
73,741

 
48,967

 
291,867

 
280,504

Funds from Operations attributable to TCO's common shareowners (1)(2)
52,055

 
34,938

 
207,084

 
200,356

Funds from Operations per common share - basic (1)(2)
0.86

 
0.55

 
3.37

 
3.17

Funds from Operations per common share - diluted (1)(2)
0.85

 
0.54

 
3.31

 
3.11

Adjusted Funds from Operations attributable to partnership unitholders and participating securities of TRG (1)(2)
85,495

 
90,087

 
301,632

 
330,842

Adjusted Funds from Operations attributable to TCO's common shareowners (1)(2)
60,355

 
64,374

 
213,969

 
236,389

Adjusted Funds from Operations per common share - basic (1)(2)
1.00

 
1.02

 
3.49

 
3.74

Adjusted Funds from Operations per common share - diluted (1)(2)
0.98

 
1.00

 
3.42

 
3.67

Weighted average number of common shares outstanding - basic
60,234,979

 
63,322,399

 
61,389,113

 
63,267,800

Weighted average number of common shares outstanding - diluted
60,936,147

 
65,055,502

 
62,161,334

 
64,921,064

Common shares outstanding at end of period
60,233,561

 
63,324,409

 
 
 
 
Weighted average units - Operating Partnership - basic
85,297,138

 
88,457,849

 
86,462,222

 
88,408,842

Weighted average units - Operating Partnership - diluted
86,869,568

 
90,190,952

 
88,105,705

 
90,062,106

Units outstanding at end of period - Operating Partnership
85,295,720

 
88,459,859

 
 
 
 
Ownership percentage of the Operating Partnership at end of period
70.6
%
 
71.6
%
 
 
 
 
Number of owned shopping centers at end of period
19

 
18

 
 
 
 
 
 
 
 
 
 
 
 
Operating Statistics:
 
 
 
 
 
 
 
Net Operating Income excluding lease cancellation income - growth % (2)(3)
3.4
%
 
1.9
%
 
3.1
%
 
2.7
%
Net Operating Income including lease cancellation income - growth % (2)(3)
1.2
%
 
3.7
%
 
2.3
%
 
4.0
%
Average rent per square foot - Consolidated Businesses (3)
62.19

 
60.37

 
61.58

 
59.48

Average rent per square foot - Unconsolidated Joint Ventures (3)
58.66

 
58.69

 
58.69

 
58.65

Average rent per square foot - Combined (3)
60.71

 
59.68

 
60.38

 
59.14

Average rent per square foot growth (3)
1.7
%
 
 
 
2.1
%
 
 
Ending occupancy - all centers
94.2
%
 
94.1
%
 
94.2
%
 
94.1
%
Ending occupancy - comparable (3)
95.3
%
 
94.7
%
 
95.3
%
 
94.7
%
Leased space - all centers
96.1
%
 
96.0
%
 
96.1
%
 
96.0
%
Leased space - comparable (3)
97.0
%
 
96.2
%
 
97.0
%
 
96.2
%
Mall tenant sales - all centers (4)
1,600,739

 
1,601,162

 
5,177,988

 
4,969,462

Mall tenant sales - comparable (3)(4)
1,510,650

 
1,539,728

 
4,915,730

 
4,908,028

Sales per square foot (3)(4)
 
 
 
 
800

 
792

All centers (4):
 
 
 
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses


 


 
14.2
%
 
14.0
%
    Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures


 


 
13.8
%
 
13.1
%
    Mall tenant occupancy costs as a percentage of tenant sales - Combined


 


 
14.0
%
 
13.6
%
Comparable centers (3)(4):
 
 
 
 
 
 
 
    Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses


 


 
14.2
%
 
14.0
%
    Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures


 


 
13.8
%
 
13.3
%
    Mall tenant occupancy costs as a percentage of tenant sales - Combined


 


 
14.0
%
 
13.7
%






Taubman Centers/7

(1)
Earnings no longer reflect the results of the centers sold to the Starwood Capital Group (Starwood) for periods after the October 2014 disposition date. During the three months and year ended December 31, 2014, the Company recognized a gain of $629.7 million, $606.2 million at beneficial share, from the sale of centers to Starwood. The effect of the gain on dispositions from the Starwood sale on diluted earnings per common share (EPS) was $6.72 per share. In addition, during the year ended December 31, 2014, the Company recognized a gain (net of tax) of $476.9 million from dispositions of interests in International Plaza, Arizona Mills, and land in Syosset, New York related to the former Oyster Bay project. The effect of the gain on dispositions from the International Plaza, Arizona Mills, and Oyster Bay dispositions on diluted earnings per common share (EPS) was $5.30 per share.
 
 
(2)
Beneficial interest in EBITDA represents the Operating Partnership’s share of the earnings before interest, income taxes, and depreciation and amortization of its consolidated and unconsolidated businesses. The Company believes Beneficial interest in EBITDA provides a useful indicator of operating performance, as it is customary in the real estate and shopping center business to evaluate the performance of properties on a basis unaffected by capital structure.
 
The Company uses Net Operating Income (NOI) as an alternative measure to evaluate the operating performance of centers, both on individual and stabilized portfolio bases. The Company defines NOI as property-level operating revenues (includes rental income excluding straight-line adjustments of minimum rent) less maintenance, taxes, utilities, promotion, ground rent (including straight-line adjustments), and other property operating expenses. Since NOI excludes general and administrative expenses, pre-development charges, interest income and expense, depreciation and amortization, impairment charges, restructuring charges, and gains from peripheral land and property dispositions, it provides a performance measure that, when compared period over period, reflects the revenues and expenses most directly associated with owning and operating rental properties, as well as the impact on their operations from trends in tenant sales, occupancy and rental rates, and operating costs. The Company also uses NOI excluding lease cancellation income as an alternative measure because this income may vary significantly from period to period, which can affect comparability and trend analysis. The Company generally provides separate projections for expected comparable center NOI growth and lease cancellation income. Comparable centers are generally defined as centers that were owned and open for the entire current and preceding period presented, excluding centers impacted by significant redevelopment activity.
 
The National Association of Real Estate Investment Trusts (NAREIT) defines Funds from Operations (FFO) as net income (computed in accordance with Generally Accepted Accounting Principles (GAAP)), excluding gains (or losses) from extraordinary items and sales of properties and impairment write-downs of depreciable real estate, plus real estate related depreciation and after adjustments for unconsolidated partnerships and joint ventures. The Company believes that FFO is a useful supplemental measure of operating performance for REITs. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, the Company and most industry investors and analysts have considered presentations of operating results that exclude historical cost depreciation to be useful in evaluating the operating performance of REITs. The Company primarily uses FFO in measuring performance and in formulating corporate goals and compensation.
 
The Company may also present adjusted versions of NOI, Beneficial interest in EBITDA, and FFO when used by management to evaluate operating performance when certain significant items have impacted results that affect comparability with prior or future periods due to the nature or amounts of these items. The Company believes the disclosure of the adjusted items is similarly useful to investors and others to understand management's view on comparability of such measures between periods. For the three months and year ended December 31, 2015, FFO and EBITDA were adjusted for an impairment charge for the write off of previously capitalized costs related to the pre-development of The Mall at Miami Worldcenter (Miami Worldcenter), a former development project in Miami, Florida. Also, for the year ended December 31, 2015, upon the announcement of an executive management transition, the Company reversed certain prior period share-based compensation expense, for which the Company adjusted FFO and EBITDA. For the three months and year ended December 31, 2014, FFO and EBITDA were adjusted for expenses related to the sale of centers to Starwood. Specifically, these measures were adjusted for charges related to the loss on extinguishment of debt at certain centers sold to Starwood, charges related to the discontinuation of hedge accounting on the interest rate swap previously designated to hedge the MacArthur Center (MacArthur) note payable, a restructuring charge, and disposition costs incurred related to the sale. In addition, for the three months and year ended December 31, 2014, EBITDA was adjusted for the gain on the sale of centers to Starwood while for the year ended December 31, 2014, EBITDA was also adjusted for the gains on dispositions of interests in International Plaza, Arizona Mills, and land in Syosset, New York related to the former Oyster Bay project.

 
These non-GAAP measures as presented by the Company are not necessarily comparable to similarly titled measures used by other REITs due to the fact that not all REITs use the same definitions. These measures should not be considered alternatives to net income or as an indicator of the Company's operating performance. Additionally, these measures do not represent cash flows from operating, investing, or financing activities as defined by GAAP.
 
 
 
 
(3)
Statistics exclude non-comparable centers for all periods presented. The December 31, 2014 statistics have been restated to include comparable centers to 2015. Sales per square foot exclude spaces greater than or equal to 10,000 square feet.
 
 
 
 
(4)
Based on reports of sales furnished by mall tenants.
 
 
 
 




Taubman Centers/8

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
Table 2 - Income Statement
 
 
 
 
 
 
For the Three Months Ended December 31, 2015 and 2014
 
 
 
 
 
 
 (in thousands of dollars)
 
 
 
 
 
 
 
 
 
2015
 
2014
 
 
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
 
CONSOLIDATED BUSINESSES (1)
 
 UNCONSOLIDATED JOINT VENTURES (1)
REVENUES:
 
 
 
 
 
 
 
 
Minimum rents
81,911

 
56,762

 
80,341

 
54,860

 
Percentage rents
11,194

 
5,282

 
11,910

 
5,571

 
Expense recoveries
50,885

 
40,551

 
52,343

 
34,961

 
Management, leasing, and development services
3,512

 

 
3,744

 

 
Other
8,725

 
4,355

 
9,984

 
4,435

 
 
Total revenues
156,227

 
106,950

 
158,322

 
99,827

 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Maintenance, taxes, utilities, and promotion
41,148

 
27,406

 
41,164

 
23,577

 
Other operating
17,501

 
4,390

 
15,560

 
6,048

 
Management, leasing, and development services
1,815

 

 
1,700

 

 
General and administrative
13,132

 

 
13,799

 

 
Restructuring charge

 

 
675

 

 
Interest expense
18,590

 
21,000

 
15,857

 
19,465

 
Depreciation and amortization
28,780

 
15,633

 
23,686

 
15,119

 
 
Total expenses
120,966

 
68,429

 
112,441

 
64,209

 
 
 
 
 
 
 
 
 
 
Nonoperating income (expense) (2)
1,544

 
(5
)
 
(39,480
)
 
3

 
 
 
36,805

 
38,516

 
6,401


35,621

Income tax expense
(138
)
 
 
 
(574
)
 
 
Equity in income of Unconsolidated Joint Ventures
21,682

 
 
 
20,780

 
 
Beneficial interest in UJV impairment charge - Miami Worldcenter (3)
(11,754
)
 
 
 


 
 
 
 
 
46,595

 
 
 
26,607

 
 
Gain on dispositions, net of tax (4)


 
 
 
629,667

 
 
Net income
46,595

 
 
 
656,274

 
 
Net income attributable to noncontrolling interests:
 
 
 
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
(3,179
)
 
 
 
(26,226
)
 
 
 
Noncontrolling share of income of TRG
(11,393
)
 
 
 
(179,948
)
 
 
Distributions to participating securities of TRG (5)
(492
)
 
 
 
(4,609
)
 
 
Preferred stock dividends
(5,785
)
 
 
 
(5,785
)
 
 
Net income attributable to Taubman Centers, Inc. common shareowners
25,746

 
 
 
439,706

 
 
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION:
 
 
 
 
 
 
 
 
EBITDA - 100% (6)
84,175

 
75,149

 
675,611

 
70,205

 
Beneficial interest in UJV impairment charge - Miami Worldcenter (3)

 
(11,754
)
 

 

 
EBITDA - outside partners' share
(6,135
)
 
(32,969
)
 
(28,929
)
 
(29,889
)
 
Beneficial interest in EBITDA (6)
78,040

 
30,426

 
646,682

 
40,316

 
Beneficial share of gain on dispositions
 
 
 
 
(606,239
)
 
 
 
Beneficial interest expense
(16,719
)
 
(11,365
)
 
(14,015
)
 
(10,611
)
 
Beneficial income tax expense - TRG and TCO
(138
)
 

 
(574
)
 

 
Beneficial income tax expense - TCO
19

 

 
115

 

 
Non-real estate depreciation
(737
)
 

 
(922
)
 

 
Preferred dividends and distributions
(5,785
)
 


 
(5,785
)
 


 
Funds from Operations attributable to partnership unitholders and participating securities of TRG
54,680

 
19,061

 
19,262

 
29,705

 
 
 
 
 
 
 
 
 
 
STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
 
 
 
 
 
 
 
 
Net straight-line adjustments to rental revenue, recoveries,
 
 
 
 
 
 
 
 
 
and ground rent expense at TRG%
549

 
572

 
550

 
581

 
The Mall at Green Hills purchase accounting adjustments - minimum rents increase
93

 
 
 
105

 
 
 
El Paseo Village and The Gardens on El Paseo purchase accounting
 
 
 
 
 
 
 
 
 
adjustments - interest expense reduction
297

 
 
 
306

 
 
 
Waterside Shops purchase accounting adjustments - interest expense reduction
 
 
263

 
 
 
263

 
U.S. headquarters purchase accounting adjustment - interest expense reduction

 
 
 
183

 
 
 
 
 
 
 
 
 
 
 
 
(1
)
With the exception of the Supplemental Information, amounts include 100% of the Unconsolidated Joint Ventures. Amounts are net of intercompany transactions. The Unconsolidated Joint Ventures are presented at 100% in order to allow for measurement of their performance as a whole, without regard to the Company's ownership interest.
(2
)
Nonoperating income (expense) for the three months ended December 31, 2014 includes $36.4 million for the loss on the early extinguishment of debt, $2.3 million of disposition costs related to the sale of centers to Starwood, and $2.3 million in connection with the discontinuation of hedge accounting related to the MacArthur interest rate swap.
(3
)
During the three months ended December 31, 2015, the Company recognized an impairment charge of $11.8 million related to the pre-development of Miami Worldcenter.
(4
)
Amount represents the gain on dispositions related to the sale of centers to Starwood.
(5
)
During the three months ended December 31, 2014, the distributions to participating securities of TRG include the special dividend of $4.75 per deferred unit.
(6
)
For the three months ended December 31, 2014, EBITDA includes $629.7 million, $606.2 million at beneficial share, related to the gain from the sale of centers to Starwood.



Taubman Centers/9

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
Table 3 - Income Statement
 
 
 
 
 
 
For the Year Ended December 31, 2015 and 2014
 
 
 
 
 
 
 (in thousands of dollars)
 
 
 
 
 
 
 
 
 
2015
 
2014
 
 
 
CONSOLIDATED BUSINESSES
 
 UNCONSOLIDATED JOINT VENTURES (1)
 
CONSOLIDATED BUSINESSES (1)
 
 UNCONSOLIDATED JOINT VENTURES (1)
REVENUES:
 
 
 
 
 
 
 
 
Minimum rents
310,831

 
215,969

 
371,454

 
197,958

 
Percentage rents
20,233

 
10,792

 
22,929

 
10,998

 
Expense recoveries
188,023

 
136,710

 
239,782

 
118,105

 
Management, leasing, and development services
13,177

 

 
12,349

 

 
Other
24,908

 
14,267

 
32,615

 
10,956

 
 
Total revenues
557,172

 
377,738

 
679,129

 
338,017

 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Maintenance, taxes, utilities, and promotion
145,118

 
94,637

 
190,119

 
84,026

 
Other operating
58,131

 
19,171

 
65,142

 
19,083

 
Management, leasing, and development services
5,914

 

 
6,220

 

 
General and administrative (2)
45,727

 

 
48,292

 

 
Restructuring charge

 

 
3,706

 

 
Interest expense
63,041

 
84,148

 
90,803

 
73,749

 
Depreciation and amortization
106,355

 
58,169

 
120,207

 
49,850

 
 
Total expenses
424,286

 
256,125

 
524,489

 
226,708

 
 
 
 
 
 
 
 
 
 
Nonoperating income (expense) (3)
5,256

 
(1
)
 
(42,807
)
 
(22
)
 
 
 
138,142

 
121,612

 
111,833

 
111,287

Income tax expense
(2,248
)
 
 
 
(2,267
)
 
 
Equity in income of Unconsolidated Joint Ventures
67,980

 
 
 
62,002

 
 
Beneficial interest in UJV impairment charge - Miami Worldcenter (4)
(11,754
)
 
 
 

 
 
 
 
 
192,120

 
 
 
171,568

 
 
Gain on dispositions, net of tax (5)
437

 
 
 
1,106,554

 
 
Net income
192,557

 
 
 
1,278,122

 
 
Net income attributable to noncontrolling interests:
 
 
 
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
(11,222
)
 
 
 
(34,239
)
 
 
 
Noncontrolling share of income of TRG
(47,208
)
 
 
 
(350,870
)
 
 
Distributions to participating securities of TRG (6)
(1,969
)
 
 
 
(6,018
)
 
 
Preferred stock dividends
(23,138
)
 
 
 
(23,138
)
 
 
Net income attributable to Taubman Centers, Inc. common shareowners
109,020

 
 
 
863,857

 
 
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION:
 
 
 
 
 
 
 
 
EBITDA - 100% (7)
307,538

 
263,929

 
1,439,130

 
234,886

 
Beneficial interest in UJV impairment charge - Miami Worldcenter (4)
 
 
(11,754
)
 
 
 
 
 
EBITDA - outside partners' share
(21,868
)
 
(116,024
)
 
(46,769
)
 
(102,234
)
 
Beneficial interest in EBITDA (7)
285,670

 
136,151

 
1,392,361

 
132,652

 
Beneficial share of gain on dispositions

 

 
(1,092,859
)
 

 
Beneficial interest expense
(56,076
)
 
(45,564
)
 
(82,702
)
 
(40,416
)
 
Beneficial income tax expense - TRG and TCO
(2,248
)
 

 
(2,267
)
 

 
Beneficial income tax expense - TCO
123

 

 
373

 

 
Non-real estate depreciation
(3,051
)
 

 
(3,500
)
 

 
Preferred dividends and distributions
(23,138
)
 

 
(23,138
)
 

 
Funds from Operations attributable to partnership unitholders and participating securities of TRG
201,280

 
90,587

 
188,268

 
92,236

 
 
 
 
 
 
 
 
 
 
STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
 
 
 
 
 
 
 
 
Net straight-line adjustments to rental revenue, recoveries,
 
 
 
 
 
 
 
 
 
and ground rent expense at TRG%
628

 
1,994

 
1,756

 
1,447

 
The Mall at Green Hills purchase accounting adjustments - minimum rents increase
364

 
 
 
725

 
 
 
El Paseo Village and The Gardens on El Paseo purchase accounting
 
 
 
 
 
 
 
 
 
adjustments - interest expense reduction
1,214

 
 
 
1,223

 
 
 
Waterside Shops purchase accounting adjustments - interest expense reduction
 
 
1,051

 
 
 
1,051

 
U.S. headquarters purchase accounting adjustment - interest expense reduction
182
 
 
 
607

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
With the exception of the Supplemental Information, amounts include 100% of the Unconsolidated Joint Ventures. Amounts are net of intercompany transactions. The Unconsolidated Joint Ventures are presented at 100% in order to allow for measurement of their performance as a whole, without regard to the Company's ownership interest.
(2
)
During the year ended December 31, 2015, a net reversal of $2.0 million of prior period share-based compensation expenses was recognized upon the announcement of an executive management transition.
(3
)
Nonoperating income (expense) for the year ended December 31, 2014 includes $36.4 million for the loss on the early extinguishment of debt, $3.3 million of disposition costs related to the sale of centers to Starwood, and $7.8 million in connection with the discontinuation of hedge accounting related to the MacArthur interest rate swap.
(4
)
During the year ended December 31, 2015, the Company recognized an impairment charge of $11.8 million related to the pre-development of Miami Worldcenter.
(5
)
Amount represents the gain on dispositions of interests in International Plaza, Arizona Mills, land in Syosset, New York related to the former Oyster Bay project, and the sale of centers to Starwood. The gain reported is net of income tax expense of $9.7 million. During the year ended December 31, 2015, an adjustment to the tax on the gain on the disposition of interests in International Plaza was recognized, reducing the amount of the tax by $0.4 million.
(6
)
During the year ended December 31, 2014, the distributions to participating securities of TRG include the special dividend of $4.75 per deferred unit.
(7
)
For the year ended December 31, 2014, EBITDA includes the Company's $486.6 million (before tax) gain from the dispositions of interests in International Plaza, Arizona Mills, and land in Syosset, New York related to the former Oyster Bay project and $629.7 million, $606.2 million at beneficial share, related to the gain from the sale of centers to Starwood.



Taubman Centers/10

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
 
 
 
Table 4 - Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations and Adjusted Funds from Operations
For the Three Months Ended December 31, 2015 and 2014
(in thousands of dollars except as noted; may not add or recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2015
 
2014
 
 
 
 
Shares
 
Per Share
 
 
 
Shares
 
Per Share
 
 
Dollars
 
/Units
 
/Unit
 
Dollars
 
/Units
 
/Unit
Net income attributable to TCO common shareowners - Basic
25,746

 
60,234,979

 
0.43

 
439,706

 
63,322,399

 
6.94

 
 
 
 
 
 
 
 
 
 
 
 
Add distributions to participating securities of TRG


 


 

 
4,609

 
871,262

 

Add impact of share-based compensation
93

 
701,168

 

 
2,173

 
861,841

 

 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners - Diluted
25,839

 
60,936,147

 
0.42

 
446,488

 
65,055,502

 
6.86

 
 
 
 
 
 
 
 
 
 
 
 
 
Add depreciation of TCO's additional basis
1,617

 

 
0.03

 
1,617

 

 
0.02

Add TCO's additional basis in assets disposed


 

 


 
11,895

 

 
0.18

Add TCO's additional income tax expense
19

 

 
0.00

 
115

 

 
0.00

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding TCO additional basis items and income tax expense
27,475

 
60,936,147

 
0.45

 
460,115

 
65,055,502

 
7.07

 
 
 
 
 
 
 
 
 
 
 
 
 
Add noncontrolling share of income of TRG
11,393

 
25,062,159

 

 
179,948

 
25,135,450

 

Add distributions to participating securities of TRG
492

 
871,262

 

 


 


 

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
39,360

 
86,869,568

 
0.45

 
640,063

 
90,190,952

 
7.10

 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
28,780

 

 
0.33

 
23,686

 

 
0.26

 
Depreciation of TCO's additional basis
(1,617
)
 

 
(0.02
)
 
(1,617
)
 

 
(0.02
)
 
Noncontrolling partners in consolidated joint ventures
(1,085
)
 

 
(0.01
)
 
(861
)
 

 
(0.01
)
 
Share of Unconsolidated Joint Ventures
9,133

 

 
0.11

 
8,925

 

 
0.10

 
Non-real estate depreciation
(737
)
 

 
(0.01
)
 
(922
)
 

 
(0.01
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Less TCO's additional basis in assets disposed


 


 


 
(11,895
)
 


 
(0.13
)
Less beneficial share of gain on dispositions, net of tax


 


 


 
(606,239
)
 


 
(6.72
)
Less impact of share-based compensation
(93
)
 


 
(0.00
)
 
(2,173
)
 


 
(0.02
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
73,741

 
86,869,568

 
0.85

 
48,967

 
90,190,952

 
0.54

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (1)
70.6
%
 
 
 
 
 
71.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax expense (1)
52,074

 
 
 
0.85

 
35,053

 
 
 
0.54

 
 
 
 
 
 
 
 
 
 
 
 
 
Less TCO's additional income tax expense
(19
)
 
 
 
(0.00
)
 
(115
)
 
 
 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners (1)
52,055

 
 
 
0.85

 
34,938

 
 
 
0.54

 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
73,741

 
86,869,568

 
0.85

 
48,967

 
90,190,952

 
0.54

 
 
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in UJV impairment charge - Miami Worldcenter
11,754

 


 
0.14

 

 

 

Beneficial share of early extinguishment of debt charge


 

 


 
35,993

 

 
0.40

Beneficial share of disposition costs related to the Starwood sale


 

 


 
2,309

 

 
0.03

Beneficial share of discontinuation of hedge accounting - MacArthur


 


 


 
2,143

 


 
0.02

Restructuring charge


 


 


 
675

 


 
0.01

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
85,495

 
86,869,568

 
0.98

 
90,087

 
90,190,952

 
1.00

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (2)
70.6
%
 
 
 
 
 
71.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax expense (2)
60,374

 
 
 
0.98

 
64,489

 
 
 
1.00

 
 
 
 
 
 
 
 
 
 
 
 
 
Less TCO's additional income tax expense
(19
)
 
 
 
(0.00
)
 
(115
)
 
 
 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners (2)
60,355

 
 
 
0.98

 
64,374

 
 
 
1.00

 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the three months ended December 31, 2015, Funds from Operations attributable to TCO's common shareowners was $51,113 using TCO's diluted average ownership percentage of TRG of 69.3%. For the three months ended December 31, 2014, Funds from Operations attributable to TCO's common shareowners was $34,264 using TCO's diluted average ownership percentage of TRG of 70.2%.
 
(2
)
For the three months ended December 31, 2015, Adjusted Funds from Operations attributable to TCO's common shareowners was $59,263 using TCO's diluted average ownership percentage of TRG of 69.3%. For the three months ended December 31, 2014, Adjusted Funds from Operations attributable to TCO's common shareowners was $63,134 using TCO's diluted average ownership percentage of TRG of 70.2%.
 



Taubman Centers/11

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
 
 
 
Table 5 - Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations and Adjusted Funds from Operations
For the Year Ended December 31, 2015 and 2014
 
 
 
 
 
 
 
 
 
 
 
(in thousands of dollars except as noted; may not add or recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2015
 
2014
 
 
 
 
Shares
 
Per Share
 
 
 
Shares
 
Per Share
 
 
Dollars
 
/Units
 
/Unit
 
Dollars
 
/Units
 
/Unit
Net income attributable to TCO common shareowners - Basic
109,020

 
61,389,113

 
1.78

 
863,857

 
63,267,800

 
13.65

 
 
 
 
 
 
 
 
 
 
 
 
Add distributions to participating securities of TRG


 


 

 
6,018

 
871,262

 

Add impact of share-based compensation
398

 
772,221

 

 
4,915

 
782,002

 

 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners - Diluted
109,418

 
62,161,334

 
1.76

 
874,790

 
64,921,064

 
13.47

 
 
 
 
 
 
 
 
 
 
 
 
 
Add depreciation of TCO's additional basis
6,468

 

 
0.10

 
6,674

 

 
0.10

Add TCO's additional basis in assets disposed

 

 

 
11,895

 

 
0.18

Add TCO's additional income tax expense
123

 

 
0.00

 
373

 

 
0.01

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to TCO common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding TCO additional basis items and income tax expense
116,009

 
62,161,334

 
1.87

 
893,732

 
64,921,064

 
13.77

 
 
 
 
 
 
 
 
 
 
 
 
 
Add noncontrolling share of income of TRG
47,208

 
25,073,109

 


 
350,870

 
25,141,042

 


Add distributions to participating securities of TRG
1,969

 
871,262

 

 


 


 

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
165,186

 
88,105,705

 
1.87

 
1,244,602

 
90,062,106

 
13.82

 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
106,355

 

 
1.21

 
120,207

 

 
1.33

 
Depreciation of TCO's additional basis
(6,468
)
 

 
(0.07
)
 
(6,674
)
 

 
(0.07
)
 
Noncontrolling partners in consolidated joint ventures
(3,681
)
 

 
(0.04
)
 
(4,429
)
 

 
(0.05
)
 
Share of Unconsolidated Joint Ventures
34,361

 

 
0.39

 
30,234

 

 
0.34

 
Non-real estate depreciation
(3,051
)
 

 
(0.03
)
 
(3,500
)
 

 
(0.04
)
 
 


 


 


 


 


 


Less TCO's additional basis in assets disposed


 


 


 
(11,895
)
 


 
(0.13
)
Less beneficial share of gain on dispositions, net of tax
(437
)
 

 
(0.00
)
 
(1,083,126
)
 

 
(12.03
)
Less impact of share-based compensation
(398
)
 

 
(0.00
)
 
(4,915
)
 

 
(0.05
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
291,867

 
88,105,705

 
3.31

 
280,504

 
90,062,106

 
3.11

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (1)
71.0
%
 
 
 
 
 
71.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax expense (1)
207,207

 
 
 
3.31

 
200,729

 

 
3.11

 
 
 
 
 
 
 
 
 
 
 
 
 
Less TCO's additional income tax expense
(123
)
 
 
 
(0.00
)
 
(373
)
 

 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to TCO's common shareowners (1)
207,084

 
 
 
3.31

 
200,356

 
 
 
3.11

 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
291,867

 
88,105,705

 
3.31

 
280,504

 
90,062,106

 
3.11

 
 
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in UJV impairment charge - Miami Worldcenter
11,754

 

 
0.13

 

 

 

Reversal of executive share-based compensation expense
(1,989
)
 

 
(0.02
)
 

 

 


Beneficial share of early extinguishment of debt charge


 


 


 
35,993

 


 
0.40

Beneficial share of disposition costs related to the Starwood sale


 


 


 
3,263

 


 
0.04

Beneficial share of discontinuation of hedge accounting - MacArthur


 

 


 
7,376

 

 
0.08

Restructuring charge


 


 


 
3,706

 


 
0.04

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to partnership unitholders
 
 
 
 
 
 
 
 
 
 
 
 
and participating securities of TRG
301,632

 
88,105,705

 
3.42

 
330,842

 
90,062,106

 
3.67

 
 
 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic (2)
71.0
%
 
 
 
 
 
71.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners,
 
 
 
 
 
 
 
 
 
 
 
 
excluding additional income tax expense (2)
214,092

 

 
3.42

 
236,762

 

 
3.67

 
 
 
 
 
 
 
 
 
 
 
 
 
Less TCO's additional income tax expense
(123
)
 

 
(0.00
)
 
(373
)
 

 
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations attributable to TCO's common shareowners (2)
213,969

 

 
3.42

 
236,389

 

 
3.67

 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
For the year ended December 31, 2015, Funds from Operations attributable to TCO's common shareowners was $203,223 using TCO's diluted average ownership percentage of TRG of 69.7%. For the year ended December 31, 2014, Funds from Operations attributable to TCO's common shareowners was $196,685 using TCO's diluted average ownership percentage of TRG of 70.2%.
 
(2
)
For the year ended December 31, 2015, Adjusted Funds from Operations attributable to TCO's common shareowners was $209,985 using TCO's diluted average ownership percentage of TRG of 69.7%. For the year ended December 31, 2014, Adjusted Funds from Operations attributable to TCO's common shareowners was $232,034 using TCO's diluted average ownership percentage of TRG of 70.2%.
 



Taubman Centers/12

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
Table 6 - Reconciliation of Net Income to Beneficial Interest in EBITDA and Adjusted Beneficial Interest in EBITDA
 
 
 
 
For the Periods Ended December 31, 2015 and 2014
 
 
 
 
(in thousands of dollars; amounts attributable to TCO may not recalculate due to rounding)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Year Ended
 
 
 
 
2015
 
2014
 
2015
 
2014
Net income
 
46,595

 
656,274

 
192,557

 
1,278,122

 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
28,780

 
23,686

 
106,355

 
120,207

 
Noncontrolling partners in consolidated joint ventures
 
(1,085
)
 
(861
)
 
(3,681
)
 
(4,429
)
 
Share of Unconsolidated Joint Ventures
 
9,133

 
8,925

 
34,361

 
30,234

 
 
 
 
 
 
 
 
 
 
 
Add (less) interest expense and income tax expense (benefit):
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
 
18,590

 
15,857

 
63,041

 
90,803

 
 
Noncontrolling partners in consolidated joint ventures
 
(1,871
)
 
(1,842
)
 
(6,965
)
 
(8,101
)
 
 
Share of Unconsolidated Joint Ventures
 
11,365

 
10,611

 
45,564

 
40,416

 
Income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
Income tax expense (benefit) on dispositions of International Plaza, Arizona Mills, and Oyster Bay
 

 

 
(437
)
 
9,733

 
 
Other income tax expense
 
138

 
574

 
2,248

 
2,267

 
 
 
 
 
 
 
 
 
 
 
Less noncontrolling share of income of consolidated joint ventures
 
(3,179
)
 
(26,226
)
 
(11,222
)
 
(34,239
)
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA
 
108,466

 
686,998

 
421,821

 
1,525,013

 
 
 
 
 
 
 
 
 
 
 
Add TCO's additional basis in assets disposed
 
 
 
11,895

 
 
 
11,895

 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA, before additional basis in assets disposed
 
108,466

 
698,893

 
421,821

 
1,536,908

 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic
 
70.6
%
 
71.6
%
 
71.0
%
 
71.6
%
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA attributable to TCO, before additional basis in assets disposed
 
76,596

 
500,301

 
299,454

 
1,099,794

 
 
 
 
 
 
 
 
 
 
 
Less TCO's additional basis in assets disposed
 

 
(11,895
)
 

 
(11,895
)
 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA attributable to TCO
 
76,596

 
488,406

 
299,454

 
1,087,899

 
 
 
 
 
 
 
 
 
 
 
Beneficial interest in EBITDA
 
108,466

 
686,998

 
421,821

 
1,525,013

 
 
 
 
 
 
 
 
 
 
 
Add (less):
 
 
 
 
 
 
 
 
 
Beneficial interest in UJV impairment charge - Miami Worldcenter
 
11,754

 

 
11,754

 


 
Reversal of executive share-based compensation expense
 

 

 
(1,989
)
 

 
Beneficial share of gain on dispositions
 

 
(606,239
)
 

 
(1,092,859
)
 
Beneficial share of early extinguishment of debt charge
 

 
35,993

 

 
35,993

 
Beneficial share of disposition costs related to the Starwood sale
 

 
2,309

 

 
3,263

 
Beneficial share of discontinuation of hedge accounting - MacArthur
 


 
2,143

 


 
7,376

 
Restructuring charge
 

 
675

 

 
3,706

 
 
 
 
 
 
 
 
 
 
 
Adjusted Beneficial interest in EBITDA
 
120,220

 
121,879

 
431,586

 
482,492

 
 
 
 
 
 
 
 
 
 
 
TCO's average ownership percentage of TRG - basic
 
70.6
%
 
71.6
%
 
71.0
%
 
71.6
%
 
 
 
 
 
 
 
 
 
 
 
Adjusted Beneficial interest in EBITDA attributable to TCO
 
84,897

 
87,247

 
306,365

 
345,283





Taubman Centers/13

TAUBMAN CENTERS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Table 7 - Reconciliation of Net Income to Net Operating Income (NOI)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Periods Ended December 31, 2015, 2014, and 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands of dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Three Months Ended
 
Year Ended
 
Year Ended
 
 
 
 
2015
 
2014
 
2014
 
2013
 
2015
 
2014
 
2014
 
2013
 
Net income
46,595

 
656,274

 
656,274

 
66,166

 
192,557

 
1,278,122

 
1,278,122


189,368

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) depreciation and amortization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
28,780

 
23,686

 
23,686

 
39,510

 
106,355

 
120,207

 
120,207

 
155,772

 
 
Noncontrolling partners in consolidated joint ventures
(1,085
)
 
(861
)
 
(861
)
 
(1,314
)
 
(3,681
)
 
(4,429
)
 
(4,429
)
 
(5,090
)
 
 
Share of Unconsolidated Joint Ventures
9,133

 
8,925

 
8,925

 
6,382

 
34,361

 
30,234

 
30,234

 
24,920

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) interest expense and income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated businesses at 100%
18,590

 
15,857

 
15,857

 
30,434

 
63,041

 
90,803

 
90,803

 
130,023

 
 
 
Noncontrolling partners in consolidated joint ventures
(1,871
)
 
(1,842
)
 
(1,842
)
 
(2,130
)
 
(6,965
)
 
(8,101
)
 
(8,101
)
 
(8,670
)
 
 
 
Share of Unconsolidated Joint Ventures
11,365

 
10,611

 
10,611

 
9,362

 
45,564

 
40,416

 
40,416

 
37,554

 
 
Income tax expense (benefit):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense (benefit) on dispositions of International Plaza, Arizona Mills, and Oyster Bay
 
 


 


 


 
(437
)
 
9,733

 
9,733

 


 
 
 
Other income tax expense
138

 
574

 
574

 
694

 
2,248

 
2,267

 
2,267

 
3,409

 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
Less noncontrolling share of income of consolidated joint ventures
(3,179
)
 
(26,226
)
 
(26,226
)
 
(3,592
)
 
(11,222
)
 
(34,239
)
 
(34,239
)
 
(10,344
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add EBITDA attributable to outside partners:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA attributable to noncontrolling partners in consolidated joint ventures
6,135

 
28,929

 
28,929

 
7,036

 
21,868

 
46,769

 
46,769

 
24,104

 
 
EBITDA attributable to outside partners in Unconsolidated Joint Ventures
32,969

 
29,889

 
29,889

 
26,598

 
116,024

 
102,234

 
102,234

 
89,368

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add beneficial interest in UJV impairment charge - Miami Worldcenter
11,754

 

 

 

 
11,754

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA at 100%
159,324

 
745,816

 
745,816

 
179,146

 
571,467

 
1,674,016

 
1,674,016

 
630,414

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Add (less) items excluded from shopping center NOI:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative expenses
13,132

 
13,799

 
13,799

 
13,338

 
45,727

 
48,292

 
48,292

 
50,014

 
 
Management, leasing, and development services, net
(1,697
)
 
(2,044
)
 
(2,044
)
 
(1,039
)
 
(7,263
)
 
(6,129
)
 
(6,129
)
 
(10,821
)
 
 
Straight-line of rents
(1,417
)
 
(1,937
)
 
(1,937
)
 
(3,015
)
 
(5,211
)
 
(5,419
)
 
(5,419
)
 
(7,335
)
 
 
Gain on dispositions


 
(629,667
)
 
(629,667
)
 


 


 
(1,116,287
)
 
(1,116,287
)
 


 
 
Early extinguishment of debt charge


 
36,372

 
36,372

 


 


 
36,372

 
36,372

 


 
 
Disposition costs related to the Starwood sale

 
2,309

 
2,309

 

 

 
3,269

 
3,269

 

 
 
Discontinuation of hedge accounting - MacArthur


 
2,256

 
2,256

 


 


 
7,763

 
7,763

 


 
 
Restructuring charge

 
675

 
675

 

 

 
3,706

 
3,706

 

 
 
Gain on sale of peripheral land


 


 


 


 


 


 


 
(863
)
 
 
Gain on sale of marketable securities


 


 


 


 


 


 


 
(1,323
)
 
 
Dividend income
(944
)
 
(767
)
 
(767
)
 


 
(3,570
)
 
(2,364
)
 
(2,364
)
 


 
 
Interest income
(403
)
 
(636
)
 
(636
)
 
(31
)
 
(1,999
)
 
(1,400
)
 
(1,400
)
 
(175
)
 
 
Other nonoperating expense (income)
(192
)
 
(57
)
 
(57
)
 
519

 
314

 
(811
)
 
(811
)
 
1,019

 
 
Non-center specific operating expenses and other
8,187

 
5,346

 
5,346

 
5,855

 
22,430

 
19,933

 
19,933

 
24,358

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI - all centers at 100%
175,990

 
171,465

 
171,465

 
194,773

 
621,895

 
660,941

 
660,941

 
685,288

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less - NOI of non-comparable centers
(8,046
)
(1)
(5,566
)
(2)
(4,731
)
(3)
(33,940
)
(4)
(25,129
)
(1)
(77,748
)
(5)
(72,320
)
(6)
(119,293
)
(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
167,944

 
165,899

 
166,734

 
160,833

 
596,766

 
583,193

 
588,621

 
565,995

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI - growth %
1.2
%
 
 
 
3.7
%
 
 
 
2.3
%
 
 
 
4.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers
167,944

 
165,899

 
166,734

 
160,833

 
596,766

 
583,193

 
588,621

 
565,995

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease cancellation income
(2,098
)
 
(5,514
)
 
(5,514
)
 
(2,640
)
 
(8,454
)
 
(12,569
)
 
(12,569
)
 
(5,344
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% - comparable centers excluding lease cancellation income
165,846

 
160,385

 
161,220

 
158,193

 
588,312

 
570,624

 
576,052

 
560,651

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI at 100% excluding lease cancellation income - growth %
3.4
%
 
 
 
1.9
%
 
 
 
3.1
%
 
 
 
2.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
Includes The Mall of San Juan and The Mall at University Town Center.
 
 
 
 
 
 
(2
)
Includes The Mall at University Town Center and the portfolio of centers sold to Starwood. Includes an adjustment to reflect the allocation of costs to Starwood centers that are now being allocated to the remainder of the portfolio.
 
 
(3
)
Includes The Mall at University Town Center, the portfolio of centers sold to Starwood, and Taubman Prestige Outlets Chesterfield.
 
 
 
 
 
 
(4
)
Includes the portfolio of centers sold to Starwood, Arizona Mills, and Taubman Prestige Outlets Chesterfield.
 
 
(5
)
Includes The Mall at University Town Center, the portfolio of centers sold to Starwood, and Arizona Mills for the approximately one-month period prior to its disposition. Includes an adjustment to reflect the allocation of costs to Starwood centers that are now being allocated to the remainder of the portfolio.
 
(6
)
Includes The Mall at University Town Center, the portfolio of centers sold to Starwood, Arizona Mills, and Taubman Prestige Outlets Chesterfield.
 
 
 
 
 
 
 
 
 
 



Taubman Centers/14

TAUBMAN CENTERS, INC.
 
 
Table 8 - Balance Sheets
 
As of December 31, 2015 and December 31, 2014
(in thousands of dollars)
 
 
 
 
 
 
 
As of
 
 
 
 
 
December 31, 2015

 
December 31, 2014

Consolidated Balance Sheet of Taubman Centers, Inc.:
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
Properties
 
3,713,215

 
3,262,505

 
Accumulated depreciation and amortization
 
(1,052,027
)
 
(970,045
)
 
 
 
 
 
2,661,188

 
2,292,460

 
Investment in Unconsolidated Joint Ventures
 
433,911

 
370,004

 
Cash and cash equivalents
 
206,635

 
276,423

 
Restricted cash
 
6,447

 
37,502

 
Accounts and notes receivable, net
 
54,547

 
49,245

 
Accounts receivable from related parties
 
2,478

 
832

 
Deferred charges and other assets
 
198,174

 
188,435

 
 
 
 
 
3,563,380

 
3,214,901

Liabilities:
 
 
 
 
 
Notes payable
 
2,643,958

 
2,025,505

 
Accounts payable and accrued liabilities
 
334,525

 
292,802

 
Distributions in excess of investments in and net income of
 


 


 
Unconsolidated Joint Ventures
 
464,086

 
476,651

 
 
 
3,442,569

 
2,794,958

Equity:
 
 
 
 
 
Taubman Centers, Inc. Shareowners' Equity:
 
 
 
 
 
 
Series B Non-Participating Convertible Preferred Stock
 
25

 
25

 
 
Series J Cumulative Redeemable Preferred Stock
 


 


 
 
Series K Cumulative Redeemable Preferred Stock
 

 

 
 
Common Stock
 
602

 
633

 
 
Additional paid-in capital
 
652,146

 
815,961

 
 
Accumulated other comprehensive income (loss)
 
(27,220
)
 
(15,068
)
 
 
Dividends in excess of net income
 
(512,746
)
 
(483,188
)
 
 
 
112,807

 
318,363

 
Noncontrolling interests:
 
 
 
 
 
 
Noncontrolling interests in consolidated joint ventures
 
(23,569
)
 
(14,796
)
 
 
Noncontrolling interests in partnership equity of TRG
 
31,573

 
116,376

 
 
 
 
8,004

 
101,580

 
 
 
 
120,811

 
419,943

 
 
 
 
3,563,380

 
3,214,901

Combined Balance Sheet of Unconsolidated Joint Ventures (1):
 
 
 
 
Assets:
 
 
 
 
 
Properties
 
1,628,492

 
1,580,926

 
Accumulated depreciation and amortization
 
(589,145
)
 
(548,646
)
 
 
 
 
 
1,039,347

 
1,032,280

 
Cash and cash equivalents
 
36,047

 
49,765

 
Accounts and notes receivable, net
 
42,361

 
38,788

 
Deferred charges and other assets
 
39,562

 
33,200

 
 
 
 
 
1,157,317

 
1,154,033

Liabilities:
 
 
 
 
 
Notes payable (2)
 
2,001,200

 
1,989,546

 
Accounts payable and other liabilities
 
70,539

 
103,161

 
 
 
 
 
2,071,739

 
2,092,707

Accumulated Deficiency in Assets:
 
 
 
 
 
Accumulated deficiency in assets - TRG
 
(507,282
)
 
(520,714
)
 
Accumulated deficiency in assets - Joint Venture Partners
 
(397,196
)
 
(407,870
)
 
Accumulated other comprehensive loss - TRG
 
(4,974
)
 
(5,045
)
 
Accumulated other comprehensive loss - Joint Venture Partners
 
(4,970
)
 
(5,045
)
 
 
 
 
 
(914,422
)
 
(938,674
)
 
 
 
 
 
1,157,317

 
1,154,033

 
 
 
 
 
 
 
 
(1)
Unconsolidated Joint Venture amounts exclude the balances of entities that own interests in projects that are currently under development.
(2)
As the balances presented exclude centers under development, the Notes Payable amount excludes the construction loans outstanding for Hanam Union Square and CityOn.Zhengzhou for $53.0 million ($18.2 million at TRG's share) and $44.7 million ($14.2 million at TRG's share) at December 31, 2015, respectively.



Taubman Centers/15

TAUBMAN CENTERS, INC.
Table 9 - Annual Guidance
(all dollar amounts per common share on a diluted basis; amounts may not add due to rounding)
 
 
 
 
 
 
 
 
 
 
Range for Year Ended
 
 
December 31, 2016 (1)
 
 
 
 
 
Funds from Operations per common share
3.45

 
3.65

 
 
 
 
 
Real estate depreciation - TRG
(1.78
)
 
(1.72
)
 
 
 
 
 
Distributions to participating securities of TRG
(0.02
)
 
(0.02
)
 
 
 
 
 
Depreciation of TCO's additional basis in TRG
(0.11
)
 
(0.11
)
 
 
 
 
 
Net income attributable to common shareowners, per common share (EPS)
1.55

 
1.80


(1)
Guidance excludes pending acquisition of Country Club Plaza.