TAUBMAN CENTERS INC - FORM 8-K - EX-99 - EXHIBIT

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8-K - 8-K - TAUBMAN CENTERS INC	a2013q48k.htm



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

CONTACT:

Barbara Baker

Taubman, Vice President,

Corporate Affairs & Investor Relations

248-258-7367

bbaker@taubman.com

FOR IMMEDIATE RELEASE

TAUBMAN CENTERS ANNOUNCES SOLID 2013 RESULTS AND INTRODUCES 2014 GUIDANCE


•	Net Operating Income (NOI) Excluding Lease Cancellation Income Up 3.4%


•	Leased Space, Ending Occupancy, and Average Rent All Up


•	Mall Tenant Sales Exceed $700 Per Square Foot Milestone

BLOOMFIELD HILLS, Mich., Feb. 12, 2014 - - Taubman Centers, Inc. (NYSE: TCO) today reported financial results for the quarter and full year periods ended December 31, 2013.

“In the fourth quarter we delivered solid results, concluding a strong year for our company,” said Robert S. Taubman, chairman, president and chief executive officer of Taubman Centers. “This quarter we benefited from increased rents, reduced interest expense, and the late 2012 acquisitions of additional interests in International Plaza (Tampa, Fla.) and Waterside Shops (Naples, Fla.).

“For the year, we achieved an increase of 9.3 percent over 2012 Adjusted FFO per share. Our core properties produced good results, and we made significant progress on the execution of our development pipeline.”



	December 31, 2013 Three Months Ended	December 31, 2012 Three Months Ended	December 31, 2013 Year Ended	December 31, 2012 Year Ended
Net income allocable to common shareholders (EPS) per diluted share	$0.62	$0.44	$1.71	$1.37
Funds from Operations (FFO) per diluted share Growth rate	$1.11 18.1%	$0.94	$3.65 13.7%	$3.21
Adjusted Funds from Operations (Adjusted FFO) per diluted share Growth rate	$1.11 11.0%	$1.00 ⁽¹⁾	$3.65 9.3%	$3.34 ⁽¹⁾⁽²⁾
(1) Excludes a charge related to the early extinguishment of debt at The Mall at Millenia (Orlando, Fla.) and PRC taxes on sale of Taubman TCBL assets. (2) Excludes charges related to the redemption of the Series G and H Preferred Stock.

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NOI, Leased Space, Occupancy, and Rent Up

NOI excluding lease cancellation income was up 3.4 percent for the year and 1.9 percent over fourth quarter 2012. “Our portfolio of high quality assets continues to produce consistent, steady growth,” added Mr. Taubman.

Leased space in comparable centers for Taubman’s portfolio was 93.6 percent on December 31, 2013, up 0.3 percent from 93.3 percent on December 31, 2012. Ending occupancy in comparable centers was 92.1 percent on December 31, 2013, up 0.3 percent from 91.8 percent on December 31, 2012. Including tenants with leases of one year or less (temporary in-line tenants), ending occupancy was 96.3 percent.

Average rent per square foot for the fourth quarter of 2013 was $48.90, up 3.7 percent from $47.14 in the fourth quarter of 2012. For the year, average rent per square foot was $48.52, up 4.5 percent from average rent per square foot of $46.42 in 2012.

Record Tenant Sales Per Square Foot of $721

Comparable mall tenant sales per square foot were $721 for 2013, excluding the company’s interest in Arizona Mills (Tempe, Ariz.), which was sold in January 2014. “We’re pleased that sales in our centers have now surpassed $700 per square foot,” said Mr. Taubman. “This is another record for our company and for the U.S. publicly held regional mall industry.”

Sales per square foot increased 1.8 percent from 2012. For the fourth quarter of 2013, mall tenant sales per square foot were up 1.4 percent.

Renovations, Expansions, and Redevelopments Planned

The company is making progress on a number of renovations, expansions, and redevelopments and expects to receive a weighted average return of 7.5 to 8 percent on its $265 million share of investment in the following centers.


•	At The Mall at Green Hills (Nashville, Tenn.), a relocation of the current Dillard’s store and the addition of 170,000 square feet of mall tenant area is set to begin. The project is expected to be completed in 2018.

•

At Cherry Creek Shopping Center (Denver, Colo.) a 53,000 square foot Restoration Hardware will occupy the former Saks Fifth Avenue site. Demolition of the existing building is set to begin soon and Restoration is expected to open in November 2015. The project will also include 38,000 square feet of new mall tenant area. This expansion follows a substantial renovation of the center that will be completed in 2014.


•	Dolphin Mall (Miami, Fla.) will be expanded to include nearly 32,000 square feet of new restaurant space. A vacant parcel on the property will be utilized for the expansion. The new restaurants are targeted to open by the third quarter of 2015.


•	A renovation project is under way on the 8^th level of Beverly Center (Los Angeles, Calif.). The project will accommodate the flagship store of a mini-anchor new to the center and a new, contemporary dining court. The mini-anchor will open by late 2014 and the new dining court will open in 2015.

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•	At Sunvalley (Concord, Calif.) a new food court is being created by converting existing space. Construction is expected to begin in June and will be completed by mid-2015.

Mall at Miami Worldcenter Announced

In December, the company announced its involvement in The Mall at Miami Worldcenter (Miami, Fla.). This will be the company’s third partnership with The Forbes Company, following the very successful joint ventures, Mall at Millenia (Orlando, Fla) and Waterside Shops (Naples, Fla.). The Forbes Company will oversee the development and management of the shopping center which will contain approximately 750,000 square feet being built as part of the first phase of the Miami Worldcenter’s mixed-use project. The center will feature Macy’s and Bloomingdale’s and current plans call for the retail center to open late 2016. Spanning more than 25 acres at the northern end of the city’s Central Business District, directly across from the American Airlines Arena, Miami Worldcenter is one of the largest and most exciting urban developments in the United States - offering a diverse mix of retail, residential, office, hospitality, and entertainment components. See Forbes and Taubman Announce the Signing of Macy's and Bloomingdale's at the Mall at Miami Worldcenter - December 5, 2013.

Dispositions and Financing Activity

In January 2014, the company announced the sale of a 49.9 percent interest in International Plaza (Tampa, Fla.). The $499 million purchase price consisted of $337 million of cash and approximately $162 million of beneficial interest in debt. Proceeds were used to pay off Taubman's loan on Stony Point Fashion Park (Richmond, Va.) and for general corporate purposes. See Taubman, TIAA-CREF And APG Announce Sale Of Interest In International Plaza - January 30, 2014.

Last month, the company also announced the completion of the sale of land in Syosset, New York, and the company's interest in Arizona Mills to Simon Property Group (NYSE: SPG). The consideration consisted of $60 million of cash and 555,150 partnership units in Simon Property Group Limited Partnership. As part of the sale, the company was relieved of its $84 million share of the $167 million mortgage loan on Arizona Mills, bringing the transaction's total value to $230 million. See Taubman Centers Sells Long Island Land And Interest In Arizona Mills To Simon Property Group - January 31, 2014.

In November 2013, the company completed the previously announced $150 million, 5-year, non-recourse financing on The Mall at Green Hills (Nashville, Tenn.). The loan, which is interest only until maturity, bears interest at an all-in floating rate of 1 month LIBOR plus 1.75 percent. Proceeds were used to extinguish the existing $105 million loan and to reduce outstanding borrowings under the company’s lines of credit.

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The company also closed on a new $475 million unsecured term loan in the last quarter of 2013. Proceeds were used to pay off the $305 million loan on Beverly Center and to pay down the company’s lines of credit. The loan, which matures in February 2019, includes an accordion feature that would increase the borrowing capacity to as much as $600 million, subject to specified conditions. Separately, the company entered into a swap that effectively fixes the current interest rate at 3 percent. See Taubman Announces The Closing Of $475 Million Unsecured Term Loan - November 13, 2013.

“These transactions demonstrate our commitment to maintaining a strong balance sheet,” said Lisa A. Payne, vice chairman and chief financial officer. “It has been our strategy to recycle capital for growth. We will be redeploying the capital we raised by reinvesting in our assets, funding our development pipeline, and repurchasing stock under our share repurchase program.”

Share Repurchase Program

During the quarter ended December 31, the company purchased 473,763 shares of its common stock at an average price of $65.65 per share. Since the program’s inception in August 2013, the company has purchased 786,805 shares of its common stock at an average price of $66.45 per share. At December 31, 2013 the company had $148 million available under its share repurchase authorization.

2014 Guidance

The company is introducing guidance for 2014. For the full year 2014, the company expects FFO per diluted share to be in the range of $3.72 to $3.82. This includes the negative impact of about $0.12 per share due to the recent sale of the company’s 50 percent interest in Arizona Mills and the sale of a 49.9 percent interest in International Plaza.

Net income allocable to common shareholders (EPS) for the year is expected to be in the range of $1.81 to $1.96. As a result of a reduction in depreciation expense, the loss of operations from the disposed interests will not significantly impact EPS. The EPS range provided excludes estimates for gains on the sale of Arizona Mills; land in Syosset, New York; and interests totaling a 49.9 percent ownership in International Plaza. As a result of these transactions, the company expects to recognize gains in excess of $450 million in the first quarter of 2014, or approximately $5.00 per diluted share.

Supplemental Investor Information Available

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


•	Company Information


•	Income Statements


•	Earnings Reconciliations


•	Changes in Funds from Operations and Earnings Per Share


•	Components of Other Income, Other Operating Expense, and Nonoperating Income (Expense)

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•	Recoveries Ratio Analysis


•	Balance Sheets


•	Debt Summary


•	Other Debt, Equity and Certain Balance Sheet Information


•	Construction and Redevelopment


•	Acquisitions/Dispositions


•	Capital Spending


•	Operational Statistics


•	Owned Centers


•	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 AM Eastern Standard Time on Thursday, February 13 to discuss these results, business conditions and the company’s outlook for 2014. 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.

Taubman Centers is an S&P MidCap 400 Real Estate Investment Trust engaged in the ownership, management and/or leasing of 27 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 The Mall at University Town Center in Sarasota, Fla.; The Mall of San Juan in San Juan, Puerto Rico; International Market Place in Waikiki, Honolulu, Hawaii and shopping malls in Xi’an and Zhengzhou, China and Hanam, South Korea. Taubman Centers is headquartered in Bloomfield Hills, Mich. and Taubman Asia, the platform for Taubman Centers’ expansion into China and South Korea, is headquartered in Hong Kong. Founded in 1950, Taubman has more than 60 years of experience in the shopping center industry. For more information about Taubman, visit 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.

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TAUBMAN CENTERS, INC.
Table 1 - Summary of Results
For the Periods Ended December 31, 2013 and 2012
(in thousands of dollars, except as indicated)

	Three Months Ended				Year Ended
	2013		2012		2013		2012

Net income	66,166		49,131		189,368		157,817
Noncontrolling share of income of consolidated joint ventures	(3,592)		(5,142)		(10,344)		(11,930)
Noncontrolling share of income of TRG	(16,519)		(12,608)		(46,434)		(39,713)
Preferred stock dividends (1)	(5,785)		(3,071)		(20,933)		(21,051)
Distributions to participating securities of TRG	(436)		(403)		(1,749)		(1,612)
Net income attributable to Taubman Centers, Inc. common shareowners	39,834		27,907		109,908		83,511
Net income per common share - basic	0.63		0.45		1.73		1.39
Net income per common share - diluted	0.62		0.44		1.71		1.37
Beneficial interest in EBITDA - Combined (2)	145,512		133,108		516,942		475,214
Funds from Operations (2)	100,614		85,531		330,836		284,680
Funds from Operations attributable to TCO (2)	71,970		59,995		236,662		197,671
Funds from Operations per common share - basic (2)	1.14		0.97		3.72		3.30
Funds from Operations per common share - diluted (2)	1.11		0.94		3.65		3.21
Adjusted Funds from Operations (2)(3)	100,614		90,275		330,836		295,836
Adjusted Funds from Operations attributable to TCO (2)(3)	71,970		63,322		236,662		205,430
Adjusted Funds from Operations per common share- basic (2)(3)	1.14		1.02		3.72		3.43
Adjusted Funds from Operations per common share- diluted (2)(3)	1.11		1.00		3.65		3.34
Weighted average number of common shares outstanding - basic	63,408,637		61,899,628		63,591,523		59,884,455
Weighted average number of common shares outstanding - diluted	65,066,977		63,341,516		64,575,412		61,376,444
Common shares outstanding at end of period	63,101,614		63,310,148
Weighted average units - Operating Partnership - basic	88,584,937		88,245,612		88,823,006		86,306,256
Weighted average units - Operating Partnership - diluted	90,243,277		90,558,761		90,678,157		88,669,507
Units outstanding at end of period - Operating Partnership	88,271,133		88,656,297
Ownership percentage of the Operating Partnership at end of period	71.5	%	71.4	%
Number of owned shopping centers at end of period	25		24		25		24

Operating Statistics:
Net Operating Income excluding lease cancellation income - growth % (2)(4)	1.9	%			3.4	%
Mall tenant sales - all centers (5)	1,913,865		1,879,341		6,180,095		6,008,265
Mall tenant sales - comparable (5)(6)	1,810,157		1,789,244		5,837,965		5,726,743
Ending occupancy - all centers	91.7	%	91.8	%	91.7	%	91.8	%
Ending occupancy - comparable (4)	92.1	%	91.8	%	92.1	%	91.8	%
Average occupancy - all centers	91.6	%	91.4	%	90.9	%	90.3	%
Average occupancy - comparable (4)	92.0	%	91.4	%	91.1	%	90.4	%
Leased space - all centers	93.1	%	93.4	%	93.1	%	93.4	%
Leased space - comparable (4)	93.6	%	93.3	%	93.6	%	93.3	%
All centers:
Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses (5)	11.6	%	11.6	%	13.2	%	12.8	%
Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures (5)	11.4	%	11.0	%	12.6	%	12.2	%
Mall tenant occupancy costs as a percentage of tenant sales - Combined (5)	11.6	%	11.4	%	13.0	%	12.7	%
Comparable centers:
Mall tenant occupancy costs as a percentage of tenant sales - Consolidated Businesses (4)(5)	11.5	%	11.4	%	13.2	%	12.8	%
Mall tenant occupancy costs as a percentage of tenant sales - Unconsolidated Joint Ventures (5)(6)	11.3	%	11.0	%	12.5	%	12.2	%
Mall tenant occupancy costs as a percentage of tenant sales - Combined (5)(6)	11.5	%	11.3	%	13.0	%	12.6	%
Average rent per square foot - Consolidated Businesses (4)	48.39		47.53		48.45		46.86
Average rent per square foot - Unconsolidated Joint Ventures	50.08		46.25		48.69		45.44
Average rent per square foot - Combined (4)	48.90		47.14		48.52		46.42

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(1)	Preferred dividends for the three months and year ended December 31, 2012 include charges of $3.3 million and $3.1 million incurred in connection with the $100 million redemption of the Series G Preferred Stock and the $87 million redemption of the Series H Preferred Stock, respectively.
(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.
	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.
	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)	FFO for the three month period and year ended December 31, 2012 includes, and Adjusted FFO excludes, a charge related to the early extinguishment of debt at The Mall at Millenia and PRC taxes on sale of Taubman TCBL assets. In addition, FFO for the year ended December 31, 2012 includes, and Adjusted FFO excludes, charges related to the redemption of the Series G and H Preferred Stock.
(4)	Statistics exclude non-comparable centers. In 2013 and 2012, non-comparable centers are Taubman Prestige Outlets Chesterfield and City Creek Center. The 2012 statistics, other than sales per square foot growth, have been restated to include comparable centers to 2013.
(5)	Based on reports of sales furnished by mall tenants.
(6)	Statistics exclude non-comparable centers and Arizona Mills. The 2012 statistics, other than sales per square foot growth, have been restated to include comparable centers to 2013.

Taubman Centers/8



TAUBMAN CENTERS, INC.
Table 2 - Income Statement
For the Three Months Ended December 31, 2013 and 2012
(in thousands of dollars)
				2013				2012
				CONSOLIDATED BUSINESSES		UNCONSOLIDATED JOINT VENTURES (1)		CONSOLIDATED BUSINESSES		UNCONSOLIDATED JOINT VENTURES (1)
REVENUES:
		Minimum rents		108,686		47,626		106,058		42,611
		Percentage rents		14,780		4,517		15,259		4,897
		Expense recoveries		74,945		30,242		72,927		29,945
		Management, leasing, and development services		2,188				4,370
		Other		11,173		3,151		11,092		2,167
			Total revenues	211,772		85,536		209,706		79,620

EXPENSES:
		Maintenance, taxes, utilities, and promotion		61,131		20,973		57,698		20,802
		Other operating		17,285		3,798		20,843		3,429
		Management, leasing, and development services		1,149				5,743
		General and administrative		13,338				11,638
		Interest expense (2)		30,434		16,972		33,470		20,653
		Depreciation and amortization		39,510		10,010		40,434		11,643
			Total expenses	162,847		51,753		169,826		56,527

Nonoperating income (expense)				(483	)	(5	)	26		(1	)
				48,442		33,778		39,906		23,092
Income tax expense (3)				(694	)			(3,526	)
Equity in income of Unconsolidated Joint Ventures				18,418				12,751

Net income				66,166				49,131
Net income attributable to noncontrolling interests:
		Noncontrolling share of income of consolidated joint ventures		(3,592	)			(5,142	)
		Noncontrolling share of income of TRG		(16,519	)			(12,608	)
Distributions to participating securities of TRG				(436	)			(403	)
Preferred stock dividends				(5,785	)			(3,071	)
Net income attributable to Taubman Centers, Inc. common shareowners				39,834				27,907

SUPPLEMENTAL INFORMATION:
		EBITDA - 100%		118,386		60,760		113,810		55,388
		EBITDA - outside partners' share		(7,036	)	(26,598	)	(11,133	)	(24,957	)
		Beneficial interest in EBITDA		111,350		34,162		102,677		30,431
		Beneficial interest expense (2)		(28,304	)	(9,362	)	(29,519	)	(10,778	)
		Beneficial income tax expense - TRG and TCO		(694	)			(3,526	)
		Beneficial income tax expense - TCO		49
		Non-real estate depreciation		(802	)			(683	)
		Preferred dividends and distributions		(5,785	)			(3,071	)
		Funds from Operations contribution		75,814		24,800		65,878		19,653

STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
		Net straight-line adjustments to rental revenue, recoveries,
			and ground rent expense at TRG %	1,118		845		1,312		201
		Green Hills purchase accounting adjustments - minimum rents increase		197				212
		Green Hills, El Paseo Village, and Gardens on El Paseo purchase accounting
			adjustments - interest expense reduction	607				858
		Waterside Shops purchase accounting adjustments - interest expense reduction				263

(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. In its consolidated financial statements, the Company accounts for its investments in the Unconsolidated Joint Ventures under the equity method.
(2	)	Includes a charge related to the early extinguishment of debt at The Mall of Millenia in October 2012 of $3.2 million, of which TRG's share is $1.6 million.
(3	)	Income tax expense for the three months ended December 31, 2012 include PRC taxes of $3.2 million on the sale of Taubman TCBL assets.

Taubman Centers/9



TAUBMAN CENTERS, INC.
Table 3 - Income Statement
For the Year Ended December 31, 2013 and 2012
(in thousands of dollars)
				2013				2012
				CONSOLIDATED BUSINESSES		UNCONSOLIDATED JOINT VENTURES (1)		CONSOLIDATED BUSINESSES		UNCONSOLIDATED JOINT VENTURES (1)
REVENUES:
		Minimum rents		417,729		172,305		398,306		161,824
		Percentage rents		28,512		10,280		28,026		10,694
		Expense recoveries		272,494		104,164		258,252		102,506
		Management, leasing, and development services		16,142				31,811
		Other		32,277		7,971		31,579		7,112
			Total revenues	767,154		294,720		747,974		282,136

EXPENSES:
		Maintenance, taxes, utilities, and promotion		215,825		74,966		201,552		73,004
		Other operating		71,235		15,441		73,203		14,890
		Management, leasing, and development services		5,321				27,417
		General and administrative		50,014				39,659
		Interest expense (2)		130,023		67,948		142,616		68,760
		Depreciation and amortization		155,772		39,336		149,517		38,333
			Total expenses	628,190		197,691		633,964		194,987

Nonoperating income (expense)				1,348		(6	)	277		18
				140,312		97,023		114,287		87,167
Income tax expense (3)				(3,409	)			(4,964	)
Equity in income of Unconsolidated Joint Ventures				52,465				48,494

Net income				189,368				157,817
Net income attributable to noncontrolling interests:
		Noncontrolling share of income of consolidated joint ventures		(10,344	)			(11,930	)
		Noncontrolling share of income of TRG		(46,434	)			(39,713	)
Distributions to participating securities of TRG				(1,749	)			(1,612	)
Preferred stock dividends (4)				(20,933	)			(21,051	)
Net income attributable to Taubman Centers, Inc. common shareowners				109,908				83,511

SUPPLEMENTAL INFORMATION:
		EBITDA - 100%		426,107		204,307		406,420		194,260
		EBITDA - outside partners' share		(24,104	)	(89,368	)	(38,250	)	(87,216	)
		Beneficial interest in EBITDA		402,003		114,939		368,170		107,044
		Beneficial interest expense (2)		(121,353	)	(37,554	)	(126,031	)	(35,862	)
		Beneficial income tax expense - TRG and TCO		(3,409	)			(4,919	)
		Beneficial income tax expense - TCO		181
		Non-real estate depreciation		(3,038	)			(2,671	)
		Preferred dividends and distributions		(20,933	)			(21,051	)
		Funds from Operations contribution		253,451		77,385		213,498		71,182

STRAIGHTLINE AND PURCHASE ACCOUNTING ADJUSTMENTS:
		Net straight-line adjustments to rental revenue, recoveries,
			and ground rent expense at TRG %	3,999		1,296		4,323		561
		Green Hills purchase accounting adjustments - minimum rents increase		787				822
		Green Hills, El Paseo Village, and Gardens on El Paseo purchase accounting
			adjustments - interest expense reduction	3,180				3,431
		Waterside Shops purchase accounting adjustments - interest expense reduction				1,051

(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. In its consolidated financial statements, the Company accounts for its investments in the Unconsolidated Joint Ventures under the equity method.
(2	)	Includes a charge related to the early extinguishment of debt at The Mall of Millenia in October 2012 of $3.2 million, of which TRG's share is $1.6 million.
(3	)	Income tax expense for the year ended December 31, 2012 include PRC taxes of $3.2 million on the sale of Taubman TCBL assets.
(4	)	Preferred dividends for the year ended December 31, 2012 include charges of $3.3 million and $3.1 million incurred in connection with the $100 million redemption of the Series G Preferred Stock and the $87 million redemption of the Series H Preferred Stock, respectively.

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, 2013 and 2012
(in thousands of dollars except as noted; may not add or recalculate due to rounding)


		2013					2012
				Shares	Per Share				Shares	Per Share
		Dollars		/Units	/Unit		Dollars		/Units	/Unit

Net income attributable to TCO common shareowners - Basic		39,834		63,408,637	0.63		27,907		61,899,628	0.45

Add distribution of participating securities		436		871,262
Add impact of share-based compensation		182		787,078			202		1,441,888
Net income attributable to TCO common shareowners - Diluted		40,452		65,066,977	0.62		28,109		63,341,516	0.44

Add depreciation of TCO's additional basis		1,720			0.03		1,717			0.03
Add TCO's additional income tax expense		49			0.00

Net income attributable to TCO common shareowners,
	excluding step-up depreciation and additional income tax benefit	42,221		65,066,977	0.65		29,826		63,341,516	0.47

Add:
	Noncontrolling share of income of TRG	16,519		25,176,300			12,608		26,345,983
	Distributions to participating securities of TRG						403		871,262
Net income attributable to partnership unitholders
	and participating securities	58,740		90,243,277	0.65		42,837		90,558,761	0.47

Add (less) depreciation and amortization:
	Consolidated businesses at 100%	39,510			0.44		40,434			0.45
	Depreciation of TCO's additional basis	(1,720	)		(0.02	)	(1,717	)		(0.02	)
	Noncontrolling partners in consolidated joint ventures	(1,314	)		(0.01	)	(2,040	)		(0.02	)
	Share of Unconsolidated Joint Ventures	6,382			0.07		6,902			0.08
	Non-real estate depreciation	(802	)		(0.01	)	(683	)		(0.01	)
Less impact of share-based compensation		(182	)		(0.00	)	(202	)		(0.00	)

Funds from Operations		100,614		90,243,277	1.11		85,531		90,558,761	0.94

TCO's average ownership percentage of TRG		71.6	%				70.1	%

Funds from Operations attributable to TCO,
	excluding additional income tax benefit	72,019			1.11		59,995			0.94

Add TCO's additional income tax expense		(49	)		(0.00	)

Funds from Operations attributable to TCO		71,970			1.11		59,995			0.94

Funds from Operations		100,614		90,243,277	1.11		85,531		90,558,761	0.94

Early extinguishment of debt on The Mall at Millenia							1,586			0.02
PRC taxes on sale of Taubman TCBL assets							3,158			0.03

Adjusted Funds from Operations		100,614		90,243,277	1.11		90,275		90,558,761	1.00

TCO's average ownership percentage of TRG		71.6	%				70.1	%

Adjusted Funds from Operations attributable to TCO,
	excluding additional income tax benefit	72,019			1.11		63,322			1.00

Less TCO's additional income tax expense		(49	)		(0.00)

Adjusted Funds from Operations attributable to TCO		71,970			1.11		63,322			1.00

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, 2013 and 2012
(in thousands of dollars except as noted; may not add or recalculate due to rounding)


		2013					2012
				Shares	Per Share				Shares	Per Share
		Dollars		/Units	/Unit		Dollars		/Units	/Unit

Net income attributable to TCO common shareowners - Basic		109,908		63,591,523	1.73		83,511		59,884,455	1.39

Add impact of share-based compensation		497		983,889			672		1,491,989

Net income attributable to TCO common shareowners - Diluted		110,405		64,575,412	1.71		84,183		61,376,444	1.37

Add depreciation of TCO's additional basis		6,880			0.11		6,876			0.11
Add TCO's additional income tax expense		181			0.00

Net income attributable to TCO common shareowners,
	excluding step-up depreciation and additional income tax expense	117,466		64,575,412	1.82		91,059		61,376,444	1.48

Add:
	Noncontrolling share of income of TRG	46,434		25,231,483			39,713		26,421,801
	Distributions to participating securities of TRG	1,749		871,262			1,612		871,262

Net income attributable to partnership unitholders
	and participating securities	165,649		90,678,157	1.83		132,384		88,669,507	1.49

Add (less) depreciation and amortization:
	Consolidated businesses at 100%	155,772			1.72		149,517			1.69
	Depreciation of TCO's additional basis	(6,880	)		(0.08	)	(6,876	)		(0.08	)
	Noncontrolling partners in consolidated joint ventures	(5,090	)		(0.06	)	(9,690	)		(0.11	)
	Share of Unconsolidated Joint Ventures	24,920			0.27		22,688			0.26
	Non-real estate depreciation	(3,038	)		(0.03	)	(2,671	)		(0.03	)

Less impact of share-based compensation		(497	)		(0.01)		(672	)		(0.01	)

Funds from Operations		330,836		90,678,157	3.65		284,680		88,669,507	3.21

TCO's average ownership percentage of TRG		71.6	%				69.4	%

Funds from Operations attributable to TCO,
	excluding additional income tax expense	236,843			3.65		197,671			3.21

Less TCO's additional income tax expense		(181	)		(0.00)

Funds from Operations attributable to TCO		236,662			3.65		197,671			3.21

Funds from Operations		330,836		90,678,157	3.65		284,680		88,669,507	3.21

Series G and H Preferred Stock redemption charges							6,412			0.07
Early extinguishment on debt on The Mall at Millenia							1,586			0.02
PRC taxes on sale of Taubman TCBL assets							3,158			0.04

Adjusted Funds from Operations		330,836		90,678,157	3.65		295,836		88,669,507	3.34

TCO's average ownership percentage of TRG		71.6	%				69.4	%

Adjusted Funds from Operations attributable to TCO,
	excluding additional income tax expense	236,843			3.65		205,430			3.34

Less TCO's additional income tax expense		(181	)		(0.00)

Adjusted Funds from Operations attributable to TCO		236,662			3.65		205,430			3.34

Taubman Centers/12



TAUBMAN CENTERS, INC.
Table 6 - Reconciliation of Net Income to Beneficial Interest in EBITDA
For the Periods Ended December 31, 2013 and 2012
(in thousands of dollars; amounts attributable to TCO may not recalculate due to rounding)

			Three Months Ended				Year Ended
			2013		2012		2013		2012

Net income			66,166		49,131		189,368		157,817

Add (less) depreciation and amortization:
	Consolidated businesses at 100%		39,510		40,434		155,772		149,517
	Noncontrolling partners in consolidated joint ventures		(1,314	)	(2,040	)	(5,090	)	(9,690	)
	Share of Unconsolidated Joint Ventures		6,382		6,902		24,920		22,688

Add (less) interest expense and income tax expense:
	Interest expense:
		Consolidated businesses at 100%	30,434		33,470		130,023		142,616
		Noncontrolling partners in consolidated joint ventures	(2,130	)	(3,951	)	(8,670	)	(16,585	)
		Share of Unconsolidated Joint Ventures	9,362		10,778		37,554		35,862
	Share of income tax expense		694		3,526		3,409		4,919

Less noncontrolling share of income of consolidated joint ventures			(3,592	)	(5,142	)	(10,344	)	(11,930	)

Beneficial Interest in EBITDA			145,512		133,108		516,942		475,214

TCO's average ownership percentage of TRG			71.6	%	70.1	%	71.6	%	69.4	%

Beneficial Interest in EBITDA attributable to TCO			104,157		93,368		370,094		329,884

Taubman Centers/13



TAUBMAN CENTERS, INC.
Table 7 - Reconciliation of Net Income to Net Operating Income (NOI)
For the Periods Ended December 31, 2013, 2012, and 2011
(in thousands of dollars)

			Three Months Ended								Three Months Ended								Year Ended								Year Ended
			2013				2012				2012				2011				2013				2012				2012				2011

Net income			66,166				49,131				49,131				220,796				189,368				157,817				157,817				287,398

Add (less) depreciation and amortization:
		Consolidated businesses at 100% - continuing operations	39,510				40,434				40,434				33,204				155,772				149,517				149,517				132,707
		Consolidated businesses at 100% - discontinued operations													1,279																10,309
		Noncontrolling partners in consolidated joint ventures	(1,314	)			(2,040	)			(2,040	)			(3,041	)			(5,090	)			(9,690	)			(9,690	)			(11,152	)
		Share of Unconsolidated Joint Ventures	6,382				6,902				6,902				6,752				24,920				22,688				22,688				23,102

Add (less) interest expense and income tax expense:
		Interest expense:
		Consolidated businesses at 100% - continuing operations	30,434				33,470				33,470				32,748				130,023				142,616				142,616				122,277
		Consolidated businesses at 100% - discontinued operations													4,053																21,427
		Noncontrolling partners in consolidated joint ventures	(2,130	)			(3,951	)			(3,951	)			(3,744	)			(8,670	)			(16,585	)			(16,585	)			(12,153	)
		Share of Unconsolidated Joint Ventures	9,362				10,778				10,778				8,201				37,554				35,862				35,862				31,607
		Share of income tax expense	694				3,526				3,526				197				3,409				4,919				4,919				610

Less noncontrolling share of income of consolidated joint ventures			(3,592	)			(5,142	)			(5,142	)			(3,855	)			(10,344	)			(11,930	)			(11,930	)			(14,352	)

Add EBITDA attributable to outside partners:
		EBITDA attributable to noncontrolling partners in consolidated joint ventures	7,036				11,133				11,133				10,640				24,104				38,250				38,250				37,657
		EBITDA attributable to outside partners in Unconsolidated Joint Ventures	26,598				24,957				24,957				24,041				89,368				87,216				87,216				83,565

EBITDA at 100%			179,146				169,198				169,198				331,271				630,414				600,680				600,680				713,002

Add (less) items excluded from shopping center NOI:
		General and administrative expenses	13,338				11,638				11,638				8,600				50,014				39,659				39,659				31,598
		Management, leasing, and development services, net	(1,039	)			1,373				1,373				(5,665	)			(10,821	)			(4,394	)			(4,394	)			(13,596	)
		Gains on extinguishment of debt													(174,171	)															(174,171	)
		Gains on sales of peripheral land																	(863	)											(519	)
		Acquisition costs													3,614																5,295
		Nonoperating expense																	1,019
		Gain on sale of marketable securities																	(1,323	)
		Interest income	(31	)			(25	)			(25	)			(436	)			(175	)			(295	)			(295	)			(960	)
		Straight-line of rents	(3,015	)			(1,981	)			(1,981	)			(1,152	)			(7,335	)			(6,516	)			(6,516	)			(2,531	)
		Non-center specific operating expenses and other	6,449				9,640				9,640				11,026				24,700				31,413				31,413				33,069

NOI - all centers at 100%			194,848				189,843				189,843				173,087				685,630				660,547				660,547				591,187

Less - NOI of non-comparable centers			(2,900	)	(1	)	(2,198	)	(2	)	(9,475	)	(3	)	(2,209	)	(4	)	(10,195	)	(1	)	(8,010	)	(2	)	(29,705	)	(3	)	(4,120	)	(4	)

NOI at 100% - comparable centers			191,948				187,645				180,368				170,878				675,435				652,537				630,842				587,067

NOI - growth %			2.3	%							5.6	%							3.5	%							7.5	%

NOI at 100% - comparable centers			191,948				187,645				180,368				170,878				675,435				652,537				630,842				587,067

Lease cancellation income			(2,760	)			(1,913	)			(1,913	)			(244	)			(5,767	)			(4,928	)			(4,928	)			(3,230	)

NOI at 100% - comparable centers excluding lease cancellation income			189,188				185,732				178,455				170,634				669,668				647,609				625,914				583,837

NOI excluding lease cancellation income - growth %			1.9	%							4.6	%							3.4	%							7.2	%


(1	)	Includes City Creek Center and Taubman Prestige Outlets Chesterfield.
(2	)	Includes City Creek Center.
(3	)	Includes City Creek Center, The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village.
(4	)	Includes The Pier Shops, Regency Square, The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village.

Taubman Centers/14



TAUBMAN CENTERS, INC.
Table 8 - Balance Sheets
As of December 31, 2013 and December 31, 2012
(in thousands of dollars)
			As of
			December 31, 2013		December 31, 2012
Consolidated Balance Sheet of Taubman Centers, Inc. :

Assets:
	Properties		4,485,090		4,246,000
	Accumulated depreciation and amortization		(1,516,982	)	(1,395,876	)
			2,968,108		2,850,124
	Investment in Unconsolidated Joint Ventures		327,692		214,152
	Cash and cash equivalents		40,993		32,057
	Restricted cash		5,046		6,138
	Accounts and notes receivable, net		73,193		69,033
	Accounts receivable from related parties		1,804		2,009
	Deferred charges and other assets		89,386		94,982
			3,506,222		3,268,495

Liabilities:
	Notes Payable		3,058,053		2,952,030
	Accounts payable and accrued liabilities		292,280		278,098
	Distributions in excess of investments in and net income of
	Unconsolidated Joint Ventures		371,549		383,293
			3,721,882		3,613,421

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	631		633
		Additional paid-in capital	796,787		657,071
		Accumulated other comprehensive income (loss)	(8,914	)	(22,064	)
		Dividends in excess of net income	(908,656	)	(891,283	)
			(120,127	)	(255,618	)
	Noncontrolling interests:
		Noncontrolling interests in consolidated joint ventures	(37,191	)	(45,066	)
		Noncontrolling interests in partnership equity of TRG	(58,342	)	(44,242	)
			(95,533	)	(89,308	)
			(215,660	)	(344,926	)
			3,506,222		3,268,495

Combined Balance Sheet of Unconsolidated Joint Ventures (1):
Assets:
	Properties		1,305,658		1,129,647
	Accumulated depreciation and amortization		(478,820	)	(473,101	)
			826,838		656,546
	Cash and cash equivalents		28,782		30,070
	Accounts and notes receivable, net		33,626		26,032
	Deferred charges and other assets		28,095		31,282
			917,341		743,930

Liabilities:
	Mortgage notes payable		1,551,161		1,490,857
	Accounts payable and other liabilities		70,226		68,282
			1,621,387		1,559,139

Accumulated Deficiency in Assets:
	Accumulated deficiency in assets - TRG		(406,266	)	(459,390	)
	Accumulated deficiency in assets - Joint Venture Partners		(285,904	)	(333,752	)
	Accumulated other comprehensive income (loss) - TRG		(5,938	)	(11,021	)
	Accumulated other comprehensive income (loss) - Joint Venture Partners		(5,938	)	(11,046	)
			(704,046	)	(815,209	)
			917,341		743,930

(1)	Unconsolidated Joint Venture amounts exclude the balances of entities that own interests in Asia projects that are currently under development.

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, 2014

Funds from Operations per common share		3.72		3.82

Real estate depreciation - TRG		(1.77	)	(1.72	)

Distributions on 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)		1.81		1.96

(1)	The range provided excludes estimates for the gains on the sale of Arizona Mills; land in Syosset, New York; and interests totaling a 49.9% ownership in International Plaza. As a result of these transactions, the company expects to recognize gains in excess of $450 million, or approximately $5.00 per diluted share, in the first quarter of 2014.

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