10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: June 30, 2012

Commission File No. 1-11530

Taubman Centers, Inc.

(Exact name of registrant as specified in its charter)

Michigan	38-2033632
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan	48304-2324
(Address of principal executive offices)	(Zip code)
(248) 258-6800
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,” “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer x   Accelerated Filer o  Non-Accelerated Filer o   Smaller Reporting Company o

(Do not check if a smaller reporting company)

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes  x  No

As of July 27, 2012, there were outstanding 58,822,814 shares of the Company's common stock, par value $0.01 per share.

TAUBMAN CENTERS, INC.

CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):
	Consolidated Balance Sheet – June 30, 2012 and December 31, 2011	2
	Consolidated Statement of Operations and Comprehensive Income – Three and Six Months Ended June 30, 2012 and 2011	3
	Consolidated Statement of Changes in Equity – Six Months Ended June 30, 2012 and 2011	4
	Consolidated Statement of Cash Flows – Six Months Ended June 30, 2012 and 2011	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 6.	Exhibits	50
SIGNATURES

1

TAUBMAN CENTERS, INC.

CONSOLIDATED BALANCE SHEET

(in thousands, except share data)

	June 30 2012			December 31 2011
Assets:
Properties	$	4,125,093		$	4,020,954
Accumulated depreciation and amortization	(1,330,341		)	(1,271,943		)
	$	2,794,752		$	2,749,011
Investment in Unconsolidated Joint Ventures (Note 4)	76,303			75,582
Cash and cash equivalents	45,227			24,033
Restricted cash (Notes 2 and 5)	4,485			295,318
Accounts and notes receivable, less allowance for doubtful accounts of $4,080 and $3,303 in 2012 and 2011	39,964			59,990
Accounts receivable from related parties	2,282			1,418
Deferred charges and other assets (Note 2)	133,059			131,440
Total Assets	$	3,096,072		$	3,336,792
Liabilities:
Mortgage notes payable (Note 5)	$	2,836,148		$	2,864,135
Installment notes (Notes 2 and 5)				281,467
Accounts payable and accrued liabilities	248,642			255,146
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures (Note 4)	306,599			192,257
	$	3,391,389		$	3,593,005
Commitments and contingencies (Notes 2, 5, 6, 7, 8, and 9)
Redeemable noncontrolling interests (Note 6)	$	82,337		$	84,235
Equity:
Taubman Centers, Inc. Shareowners’ Equity:
Series B Non-Participating Convertible Preferred Stock, $0.001 par and liquidation value, 40,000,000 shares authorized, 26,413,158 and 26,461,958 shares issued and outstanding at June 30, 2012 and December 31, 2011	$	26		$	26
Series G Cumulative Redeemable Preferred Stock, 4,000,000 shares authorized, no par, $100 million liquidation preference, 4,000,000 shares issued and outstanding at June 30, 2012 and December 31, 2011
Series H Cumulative Redeemable Preferred Stock, 3,480,000 shares authorized, no par, $87 million liquidation preference, 3,480,000 shares issued and outstanding at June 30, 2012 and December 31, 2011
Common Stock, $0.01 par value, 250,000,000 shares authorized, 58,812,588 and 58,022,475 shares issued and outstanding at June 30, 2012 and December 31, 2011	588			580
Additional paid-in capital	670,662			673,923
Accumulated other comprehensive loss	(30,231		)	(27,613		)
Dividends in excess of net income	(883,591		)	(863,040		)
	$	(242,546	)	$	(216,124	)
Noncontrolling interests (Note 6)	(135,108		)	(124,324		)
	$	(377,654	)	$	(340,448	)
Total Liabilities and Equity	$	3,096,072		$	3,336,792

See notes to consolidated financial statements.

2

TAUBMAN CENTERS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except share data)

	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Revenues:
Minimum rents	$	98,940		$	83,759		$	192,684		$	166,640
Percentage rents	2,049			1,550			6,452			4,854
Expense recoveries	62,215			54,268			118,692			105,705
Management, leasing, and development services	8,559			4,480			17,207			10,340
Other	7,702			5,350			13,694			11,502
	$	179,465		$	149,407		$	348,729		$	299,041
Expenses:
Maintenance, taxes, utilities, and promotion	$	48,903		$	43,848		$	90,601		$	84,512
Other operating	19,922			15,804			36,232			32,883
Management, leasing, and development services	6,987			2,323			15,509			4,603
General and administrative	10,043			8,005			18,450			15,289
Interest expense	36,676			29,691			74,203			59,465
Depreciation and amortization	36,235			34,424			72,669			66,449
	$	158,766		$	134,095		$	307,664		$	263,201
Nonoperating income	71			656			195			761
Income from continuing operations before income tax (expense) benefit and equity in income of Unconsolidated Joint Ventures	$	20,770		$	15,968		$	41,260		$	36,601
Income tax (expense) benefit (Note 3)	(492		)	5			(706		)	(205		)
Equity in income of Unconsolidated Joint Ventures (Note 4)	11,170			10,886			23,071			21,032
Income from continuing operations	$	31,448		$	26,859		$	63,625		$	57,428
Discontinued operations (Note 2)				(6,569		)				(12,694		)
Net income	$	31,448		$	20,290		$	63,625		$	44,734
Income from continuing operations attributable to noncontrolling interests (Note 6)	(11,013		)	(9,938		)	(21,598		)	(21,549		)
Loss from discontinued operations attributable to noncontrolling interests (Note 6)				2,032						3,954
Net income attributable to Taubman Centers, Inc.	$	20,435		$	12,384		$	42,027		$	27,139
Distributions to participating securities of TRG (Note 8)	(403		)	(381		)	(806		)	(762		)
Preferred stock dividends	(3,659		)	(3,659		)	(7,317		)	(7,317		)
Net income attributable to Taubman Centers, Inc. common shareowners	$	16,373		$	8,344		$	33,904		$	19,060
Net income	$	31,448		$	20,290		$	63,625		$	44,734
Other comprehensive income:
Unrealized loss on interest rate instruments and other	(7,223		)	(2,972		)	(4,438		)	(337		)
Reclassification adjustment for amounts recognized in net income	245			410			490			725
	$	(6,978	)	$	(2,562	)	$	(3,948	)	$	388
Comprehensive income	$	24,470		$	17,728		$	59,677		$	45,122
Comprehensive income attributable to noncontrolling interests	(8,692		)	(7,019		)	(20,277		)	(17,771		)
Comprehensive income attributable to Taubman Centers, Inc.	$	15,778		$	10,709		$	39,400		$	27,351
Basic earnings per common share (Note 10):
Continuing operations	$	0.28		$	0.23		$	0.58		$	0.50
Discontinued operations				(0.08		)				(0.16		)
Total basic earnings per common share	$	0.28		$	0.15		$	0.58		$	0.34
Diluted earnings per common share (Note 10):
Continuing operations	$	0.27		$	0.23		$	0.57		$	0.49
Discontinued operations				(0.08		)				(0.15		)
Total diluted earnings per common share	$	0.27		$	0.15		$	0.57		$	0.34
Cash dividends declared per common share	$	0.4625		$	0.4375		$	0.9250		$	0.8750
Weighted average number of common shares outstanding – basic	58,789,737			56,186,216			58,518,442			55,875,329

See notes to consolidated financial statements.

3

TAUBMAN CENTERS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

SIX MONTHS ENDEDJUNE 30, 2012 AND 2011

(in thousands, except share data)

	Taubman Centers, Inc. Shareowners’ Equity
	Preferred Stock					Common Stock			Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Dividends in Excess of Net Income			Non-Redeemable Noncontrolling Interests			Total Equity
	Shares		Amount			Shares	Amount
Balance, January 1, 2011	33,713,126		$	26		54,696,054	$	547	$	589,881		$	(14,925	)	$	(939,290	)	$	(164,150	)	$	(527,911	)
Issuance of common stock, net of offering costs						2,012,500	20		111,906												111,926
Issuance of stock pursuant to Continuing Offer (Notes 8 and 9)	(1,092,690	)	(1		)	1,092,766	11		(10		)
Share-based compensation under employee and director benefit plans (Note 8)						88,210	1		3,383												3,384
Adjustments of noncontrolling interests (Note 6)									(40,762		)	490						40,272
Contributions from noncontrolling interests (excludes $292 of contributions from redeemable noncontrolling interests) (Note 6)																		31,417			31,417
Dividend equivalents (Note 8)															(53		)				(53		)
Dividends and distributions															(57,013		)	(33,996		)	(91,009		)
Net income (excludes $292 of net loss attributable to redeemable noncontrolling interests) (Note 6)															27,139			17,887			45,026
Other comprehensive income (Note 7):
Unrealized loss on interest rate instruments and other												(291		)				(46		)	(337		)
Reclassification adjustment for amounts recognized in net income												503						222			725
Balance, June 30, 2011	32,620,436		$	25		57,889,530	$	579	$	664,398		$	(14,223	)	$	(969,217	)	$	(108,394	)	$	(426,832	)
Balance, January 1, 2012	33,941,958		$	26		58,022,475	$	580	$	673,923		$	(27,613	)	$	(863,040	)	$	(124,324	)	$	(340,448	)
Issuance of stock pursuant to Continuing Offer (Notes 8 and 9)	(46,900	)				46,902
Share-based compensation under employee and director benefit plans (Note 8)						743,211	8		(3,207		)										(3,199		)
Tax impact of share-based compensation (Note 3)									530												530
Adjustments of noncontrolling interests (Note 6)	(1,900	)							(584		)	10						107			(467		)
Dividend equivalents (Note 8)															(68		)				(68		)
Dividends and distributions (excludes $1,226 of distributions attributable to redeemable noncontrolling interests) (Note 6)															(62,510		)	(32,434		)	(94,944		)
Net income (excludes $1,206 of net loss attributable to redeemable noncontrolling interests) (Note 6)															42,027			22,804			64,831
Other comprehensive income (Note 7):
Unrealized loss on interest rate instruments and other (excludes $59 of other comprehensive loss attributable to redeemable noncontrolling interests) (Note 6)												(2,966		)				(1,413		)	(4,379		)
Reclassification adjustment for amounts recognized in net income												338						152			490
Balance, June 30, 2012	33,893,158		$	26		58,812,588	$	588	$	670,662		$	(30,231	)	$	(883,591	)	$	(135,108	)	$	(377,654	)

See notes to consolidated financial statements.

4

TAUBMAN CENTERS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Six Months Ended June 30
	2012			2011
Cash Flows From Operating Activities:
Net income	$	63,625		$	44,734
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization - continuing operations	72,669			66,449
Depreciation and amortization - discontinued operations				3,669
Provision for bad debts	1,445			4,147
Gain on sale of land				(519		)
Other	6,293			6,749
Increase (decrease) in cash attributable to changes in assets and liabilities:
Receivables, restricted cash, deferred charges, and other assets	6,410			1,251
Accounts payable and other liabilities	(4,874		)	(1,831		)
Net Cash Provided By Operating Activities	$	145,568		$	124,649
Cash Flows From Investing Activities:
Additions to properties	$	(118,582	)	$	(37,037	)
Proceeds from sale of land				3,728
Repayments of notes receivable	5,329			848
Release of restricted cash	289,389
Contributions to Unconsolidated Joint Ventures	(2,440		)	(440		)
Distributions from Unconsolidated Joint Ventures in excess of income	114,340			7,638
Net Cash Provided By (Used In) Investing Activities	$	288,036		$	(25,263	)
Cash Flows From Financing Activities:
Debt payments	$	(24,817	)	$	(150,312	)
Repayment of installment notes	(281,467		)
Debt issuance costs				(2,161		)
Issuance of common stock, net of offering costs				111,926
Issuance of common stock and/or partnership units in connection with incentive plans	(10,083		)	(2,032		)
Distributions to noncontrolling interests	(33,660		)	(33,996		)
Distributions to participating securities of TRG	(806		)	(762		)
Contributions from noncontrolling interests	231			31,709
Cash dividends to preferred shareowners	(7,317		)	(7,317		)
Cash dividends to common shareowners	(54,387		)	(48,892		)
Other	(104		)	(77		)
Net Cash Used In Financing Activities	$	(412,410	)	$	(101,914	)
Net Increase (Decrease) In Cash and Cash Equivalents	$	21,194		$	(2,528	)
Cash and Cash Equivalents at Beginning of Period	24,033			19,291
Cash and Cash Equivalents at End of Period	$	45,227		$	16,763

See notes to consolidated financial statements.

5

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Interim Financial Statements

General

Taubman Centers, Inc. (the Company or TCO) is a Michigan corporation that operates as a self-administered and self-managed real estate investment trust (REIT). The Taubman Realty Group Limited Partnership (the Operating Partnership or TRG) is a majority-owned partnership subsidiary of TCO that owns direct or indirect interests in all of the Company’s real estate properties. In this report, the term “Company" refers to TCO, the Operating Partnership, and/or the Operating Partnership's subsidiaries as the context may require. The Company engages in the ownership, management, leasing, acquisition, disposition, development, and expansion of regional and super-regional retail shopping centers and interests therein. The Company’s owned portfolio as of June 30, 2012 included 24 urban and suburban shopping centers in 12 states.

Taubman Properties Asia LLC and its subsidiaries (Taubman Asia), which is the platform for the Company’s expansion into China and South Korea, is headquartered in Hong Kong.

The unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year.

Dollar amounts presented in tables within the notes to the financial statements are stated in thousands, except share data or as otherwise noted. Certain reclassifications have been made to prior year amounts to conform with current year classifications. Income statement amounts for properties disposed of have been reclassified to discontinued operations. In addition, certain income statement related disclosures in the accompanying footnotes exclude amounts that have been reclassified to discontinued operations.

Consolidation

The consolidated financial statements of the Company include all accounts of the Company, the Operating Partnership, and its consolidated subsidiaries, including The Taubman Company LLC (the Manager) and Taubman Asia. All intercompany transactions have been eliminated. The entities included in these consolidated financial statements are separate legal entities and maintain records and books of account separate from any other entity. However, inclusion of these separate entities in the consolidated financial statements does not mean that the assets and credit of each of these legal entities are available to satisfy the debts or other obligations of any other such legal entity included in the consolidated financial statements.

Investments in entities not controlled but over which the Company may exercise significant influence (Unconsolidated Joint Ventures or UJVs) are accounted for under the equity method. The Company has evaluated its investments in the Unconsolidated Joint Ventures under guidance for determining whether an entity is a variable interest entity and has concluded that the ventures are not variable interest entities. Accordingly, the Company accounts for its interests in these entities under general accounting standards for investments in real estate ventures (including guidance for determining effective control of a limited partnership or similar entity). The Company’s partners or other owners in these Unconsolidated Joint Ventures have substantive participating rights including approval rights over annual operating budgets, capital spending, financing, admission of new partners/members, or sale of the properties and the Company has concluded that the equity method of accounting is appropriate for these interests. Specifically, the Company’s 79% investment in Westfarms is through a general partnership in which the other general partners have approval rights over annual operating budgets, capital spending, refinancing, or sale of the property.

Ownership

In addition to the Company’s common stock, there are three classes of preferred stock (Series B, G, and H) outstanding as of June 30, 2012. Dividends on the 8% Series G and 7.625% Series H Preferred Stock are cumulative and are paid on the last day of each calendar quarter. The Company owns corresponding Series G and Series H Preferred Equity interests in the Operating Partnership that entitle the Company to income and distributions (in the form of guaranteed payments) in amounts equal to the dividends payable on the Company’s Series G and Series H Preferred Stock.

6

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company also is obligated to issue to partners in the Operating Partnership other than the Company, upon subscription, one share of nonparticipating Series B Preferred Stock per each Operating Partnership unit. The Series B Preferred Stock entitles its holders to one vote per share on all matters submitted to the Company’s shareowners and votes together with the common stock on all matters as a single class. The holders of Series B Preferred Stock are not entitled to dividends or earnings. The Series B Preferred Stock is convertible into the Company’s common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock.

Outstanding voting securities of the Company at June 30, 2012 consisted of 26,413,158 shares of Series B Preferred Stock and 58,812,588 shares of common stock.

The Operating Partnership

At June 30, 2012, the Operating Partnership’s equity included two classes of preferred equity (Series G and H) and the net equity of the partnership unitholders. Net income and distributions of the Operating Partnership are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in the Operating Partnership in accordance with their percentage ownership. The Series G and Series H Preferred Equity are owned by the Company and are eliminated in consolidation.

The Company's ownership in the Operating Partnership at June 30, 2012 consisted of a 69% managing general partnership interest, as well as the Series G and H Preferred Equity interests. The Company's average ownership percentage in the Operating Partnership was 69% for the six months endedJune 30, 2012 and 2011. At June 30, 2012, the Operating Partnership had 85,244,196 partnership units outstanding, of which the Company owned 58,812,588 units.

Note 2 - Acquisitions, Dispositions, and Development

Acquisitions

The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village

In December 2011, the Company acquired The Mall at Green Hills in Nashville, Tennessee, and The Gardens on El Paseo and El Paseo Village in Palm Desert, California from affiliates of Davis Street Properties, LLC. The consideration for the properties was $560 million, excluding transaction costs. The consideration consisted of the assumption of $206 million of debt, $281.5 million in installment notes, and the issuance of 1.3 million of Operating Partnership units. The 1.3 million Operating Partnership units issued were determined based on a value of $55 per unit, which approximated the fair value due to restrictions on sale of these Operating Partnership units. See Note 6 for features of the Operating Partnership units. The installment notes bore interest at 3.125% and were paid in full in February 2012. As of December 31, 2011, the installment notes were secured by restricted cash funded by borrowings under the Company's line of credit, which was classified within Restricted Cash on the Consolidated Balance Sheet. For each Operating Partnership unit issued, a share of Series B Preferred Stock (Note 9) was also issued.

7

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed at the dates of acquisition.

		Allocation of purchase price
Properties:
	Land	$	74,200
	Buildings, improvements, and equipment	468,936
	Total additions to properties	$	543,136
Deferred charges and other assets:
	In-place leases	29,831
	Total assets acquired	$	572,967
Accounts payable and accrued liabilities:
	Below market rents	$	(3,377	)
Mortgage notes payable:
	Premium for above market interest rates	(9,590		)
	Total liabilities acquired	$	(12,967	)
	Net assets acquired	$	560,000

TCBL

In December 2011, Taubman Asia acquired a 90% controlling interest in a Beijing-based retail real estate consultancy company with more than 200 staff across seven offices in Mainland China. The new company is named Taubman TCBL and the total consideration for the transaction was $23.7 million. Taubman Asia paid approximately $11.5 million in cash and credited the noncontrolling owners with approximately $11.9 million of capital in the newly formed company. The $11.5 million in cash included approximately $10.2 million that was lent in August 2011 by Taubman Asia to the noncontrolling partners. Upon closing, the loan and $0.3 million of accrued interest were converted to capital and the remaining balance was paid in cash. Substantially all of the purchase price was allocated to goodwill in Taubman TCBL.

Purchase Price Allocations

For the preceding acquisitions, the Company has not yet finalized its allocations of the purchase prices to the tangible and identifiable intangible assets and liabilities acquired. The Company is evaluating certain valuation information for assets and liabilities acquired to complete its allocations. A final determination of the required purchase price allocations will be made before the end of 2012.

Dispositions

Discontinued operations in the accompanying Consolidated Statement of Operations and Comprehensive Income consist of the financial results of The Pier Shops at Caesars (The Pier Shops) and Regency Square. Total revenues from discontinued operations were $11.8 million for the six months endedJune 30, 2011.

In November 2011, the mortgage lender for The Pier Shops completed the foreclosure on the property and title to the property was transferred to the mortgage lender. The Company was relieved of $135 million of debt obligations plus accrued default interest associated with the property.

In December 2011, the mortgage lender for Regency Square accepted a deed in lieu of foreclosure on the property and title to the property was transferred to the mortgage lender. The Company was relieved of $72.2 million of debt obligations plus accrued default interest associated with the property.

8

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Development

City Creek Center

City Creek Center, a mixed-use project in Salt Lake City, Utah, opened in March 2012. The Company owns the retail space subject to a long-term participating lease. City Creek Reserve, Inc. (CCRI), an affiliate of the LDS Church, is the participating lessor and provided all of the construction financing. The Company owns 100% of the leasehold interest in the retail buildings and property. CCRI has an option to purchase the Company’s interest at fair value at various points in time over the term of the lease. The Company paid $75 million to CCRI for leasehold improvements upon opening of the retail center in March 2012, which is classified within Additions to Properties on the Consolidated Statement of Cash Flows.

Shinsegae

In September 2011, Taubman Asia agreed to partner with Shinsegae Group, South Korea's largest retailer, to build a shopping mall in Hanam, Gyeonggi Province, South Korea. The Company has invested $20.9 million for an interest in the project. The Company has the option to put its interest in the project after the completion of due diligence. The potential return of the investment, including a 7% return on the investment, is secured by a letter of credit from Shinsegae. The $20.9 million payment is classified within Deferred Charges and Other Assets on the Consolidated Balance Sheet as of June 30, 2012 and December 31, 2011.

Note 3 - Income Taxes

Income Tax Expense

The Company’s income tax expense for the three and six months endedJune 30, 2012 and 2011 is as follows:

	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
State current	$	22		$	186		$	65		$	428
State deferred	(8		)	(197		)	(12		)	(246		)
Federal current	335			18			538			35
Federal deferred	199			(12		)	165			(12		)
Foreign current	(56		)				(50		)
Total income tax expense (benefit)	$	492		$	(5	)	$	706		$	205

9

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Taxes

Deferred tax assets and liabilities as of June 30, 2012 and December 31, 2011 are as follows:

	2012			2011
Deferred tax assets:
Federal	$	3,490		$	3,655
Foreign	1,753			1,196
State	238			232
Total deferred tax assets	$	5,481		$	5,083
Valuation allowances	(1,913		)	(1,373		)
Net deferred tax assets	$	3,568		$	3,710
Deferred tax liabilities:
Federal	$	623		$	623
State	117			121
Total deferred tax liabilities	$	740		$	744

The Company believes that it is more likely than not the results of future operations will generate sufficient taxable income to recognize the net deferred tax assets. These future operations are primarily dependent upon the Manager’s profitability, the timing and amounts of gains on land sales, the profitability of the Company’s Asia operations, and other factors affecting the results of operations of the Taxable REIT Subsidiaries. The valuation allowances relate to net operating loss carryforwards and tax basis differences where there is uncertainty regarding their realizability.

During the six months endedJune 30, 2012, the Company realized a $0.5 million tax benefit as additional paid-in capital relating to the redemption of certain share-based compensation awards.  This benefit represents the amount of the tax deduction that exceeds the recognized deferred tax asset relating to the awards, which was based on their cumulative book compensation cost. This excess tax deduction is due to changes in the fair value of the Company's shares between the grant date (the measurement date for book purposes) and the exercise date (the measurement date for tax purposes) of the awards.

Note 4 - Investments in Unconsolidated Joint Ventures

General Information

The Company owns beneficial interests in joint ventures that own shopping centers. The Operating Partnership is the direct or indirect managing general partner or managing member of these Unconsolidated Joint Ventures, except for the ventures that own Arizona Mills, The Mall at Millenia, and Waterside Shops.

Shopping Center	Ownership as of June 30, 2012 and December 31, 2011
Arizona Mills	50%
Fair Oaks	50
The Mall at Millenia	50
Stamford Town Center	50
Sunvalley	50
Waterside Shops	25
Westfarms	79

The Company's carrying value of its Investment in Unconsolidated Joint Ventures differs from its share of the partnership or members’ equity reported in the combined balance sheet of the Unconsolidated Joint Ventures due to (i) the Company's cost of its investment in excess of the historical net book values of the Unconsolidated Joint Ventures and (ii) the Operating Partnership’s adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the Unconsolidated Joint Ventures. The Company's additional basis allocated to depreciable assets is recognized on a straight-line basis over 40 years. The Operating Partnership’s differences in bases are amortized over the useful lives of the related assets.

10

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In its Consolidated Balance Sheet, the Company separately reports its investment in Unconsolidated Joint Ventures for which accumulated distributions have exceeded investments in and net income of the Unconsolidated Joint Ventures. The net equity of certain joint ventures is less than zero because distributions are usually greater than net income, as net income includes non-cash charges for depreciation and amortization. In addition, any distributions related to refinancing of the centers further decrease the net equity of the centers.

The estimated fair value of the Unconsolidated Joint Ventures’ notes payable was $1.3 billion and $1.2 billion at June 30, 2012 and December 31, 2011, respectively. The methodology for determining this fair value is consistent with that used for determining the fair value of consolidated mortgage notes payable (Note 11).

In June 2012, a $320 million non-recourse refinancing was completed on Westfarms. A portion of the proceeds were used to pay off the existing $179 million loan (Note 5).

Combined Financial Information

Combined balance sheet and results of operations information is presented in the following table for the Unconsolidated Joint Ventures, followed by the Operating Partnership's beneficial interest in the combined operations information. Beneficial interest is calculated based on the Operating Partnership's ownership interest in each of the Unconsolidated Joint Ventures.

	June 30 2012			December 31 2011
Assets:
Properties	$	1,109,732		$	1,107,314
Accumulated depreciation and amortization	(459,040		)	(446,059		)
	$	650,692		$	661,255
Cash and cash equivalents	27,022			22,042
Accounts and notes receivable, less allowance for doubtful accounts of $1,488 and $1,422 in 2012 and 2011	15,914			24,628
Deferred charges and other assets	26,144			21,289
	$	719,772		$	729,214
Liabilities and accumulated deficiency in assets:
Mortgage notes payable	$	1,273,666		$	1,138,808
Accounts payable and other liabilities	55,639			55,737
TRG's accumulated deficiency in assets	(356,265		)	(244,758		)
Unconsolidated Joint Venture Partners' accumulated deficiency in assets	(253,268		)	(220,573		)
	$	719,772		$	729,214
TRG's accumulated deficiency in assets (above)	$	(356,265	)	$	(244,758	)
TRG basis adjustments, including elimination of intercompany profit	66,141			67,282
TCO's additional basis	59,828			60,801
Net investment in Unconsolidated Joint Ventures	$	(230,296	)	$	(116,675	)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures	306,599			192,257
Investment in Unconsolidated Joint Ventures	$	76,303		$	75,582

11

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Revenues	$	66,771		$	62,918		$	132,081		$	126,277
Maintenance, taxes, utilities, promotion, and other operating expenses	$	22,108		$	20,769		$	42,330		$	41,006
Interest expense	15,823			13,949			31,490			29,545
Depreciation and amortization	8,849			8,952			17,123			18,137
Total operating costs	$	46,780		$	43,670		$	90,943		$	88,688
Nonoperating income	(7		)	5			1			10
Net income	$	19,984		$	19,253		$	41,139		$	37,599
Net income attributable to TRG	$	11,282		$	10,825		$	23,286		$	21,294
Realized intercompany profit, net of depreciation on TRG’s basis adjustments	373			546			757			710
Depreciation of TCO's additional basis	(485		)	(485		)	(972		)	(972		)
Equity in income of Unconsolidated Joint Ventures	$	11,170		$	10,886		$	23,071		$	21,032
Beneficial interest in Unconsolidated Joint Ventures’ operations:
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses	$	24,759		$	23,511		$	49,865		$	47,220
Interest expense	(8,225		)	(7,247		)	(16,319		)	(15,324		)
Depreciation and amortization	(5,364		)	(5,378		)	(10,475		)	(10,864		)
Equity in income of Unconsolidated Joint Ventures	$	11,170		$	10,886		$	23,071		$	21,032

Note 5 - Beneficial Interest in Debt and Interest Expense

The Operating Partnership's beneficial interest in the debt, capitalized interest, and interest expense of its consolidated subsidiaries and its Unconsolidated Joint Ventures is summarized in the following table. The Operating Partnership's beneficial interest in the consolidated subsidiaries excludes debt and interest related to the noncontrolling interests in Cherry Creek Shopping Center (50%), International Plaza (49.9%), The Mall at Wellington Green (10%), and MacArthur Center (5%).

	At 100%				At Beneficial Interest
	Consolidated Subsidiaries		Unconsolidated Joint Ventures		Consolidated Subsidiaries		Unconsolidated Joint Ventures
Debt as of:
June 30, 2012	$	2,836,148	$	1,273,666	$	2,507,423	$	688,191
December 31, 2011	3,145,602		1,138,808		2,816,877		580,557
Capitalized interest:
Six Months Ended June 30, 2012	98				96
Six Months Ended June 30, 2011	373				373
Interest expense from continuing operations:
Six Months Ended June 30, 2012	74,203		31,490		65,794		16,319
Six Months Ended June 30, 2011	59,465		29,545		53,823		15,324
Interest expense from discontinued operations(1):
Six Months Ended June 30, 2011	11,020				11,020

(1) Includes The Pier Shops and Regency Square (Note 2).

12

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt Covenants and Guarantees

Certain loan agreements contain various restrictive covenants, including a minimum net worth requirement, a maximum leverage ratio, minimum interest coverage ratios, a minimum debt yield ratio, a maximum payout ratio on distributions, and a minimum fixed charges coverage ratio, the latter being the most restrictive. The Company is in compliance with all covenants and loan obligations as of June 30, 2012. The maximum payout ratio on distributions covenant limits the payment of distributions generally to 95% of funds from operations, as defined in the loan agreements, except as required to maintain the Company's tax status, pay preferred distributions, and for distributions related to the sale of certain assets.

Payments of principal and interest on the loans in the following table are guaranteed by the Operating Partnership as of June 30, 2012.

Center	Loan Balance as of 6/30/12		TRG's Beneficial Interest in Loan Balance as of 6/30/12		Amount of Loan Balance Guaranteed by TRG as of 6/30/12		% of Loan Balance Guaranteed by TRG		% of Interest Guaranteed by TRG
	(in millions)
Dolphin Mall	$	185.0	$	185.0	$	185.0	100	%	100	%
Fairlane Town Center	70.0		70.0		70.0		100	%	100	%
Twelve Oaks Mall	—		—		—		100	%	100	%

The Company is required to escrow cash balances for specific uses stipulated by certain of its lenders. As of June 30, 2012 and December 31, 2011, the Company’s cash balances restricted for these uses were $4.5 million and $5.9 million, respectively. Restricted cash at December 31, 2011 included cash funded by the Company's line of credit that was used to repay the $281.5 million of installment notes in February 2012 (Note 2).

2012 Financings

In April 2012, the maturity date on the Company's second line of credit was extended through April 2014. The maximum amount available under this facility increased to $65 million and the rate was increased to LIBOR plus 1.40% from LIBOR plus 1.00%.

In June 2012, a 10 year, $320 million non-recourse refinancing was completed on Westfarms, a 79% owned Unconsolidated Joint Venture.  The payments on the loan, which bears interest at an all-in fixed rate of 4.53%, are based on amortizing principal over 30 years.  The existing $179 million, 6.10% fixed rate loan was paid off and the Company's $110 million share of excess proceeds was used to pay down its revolving lines of credit.  In addition, the joint venture partners at Westfarms repaid the balance owed on the $5.1 million note receivable outstanding as of December 31, 2011 related to their share of the litigation charges that were paid in 2009.

Note 6 - Noncontrolling Interests

Redeemable Noncontrolling Interests

In December 2011, the Company acquired The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village from affiliates of Davis Street Properties, LLC (Note 2). The purchase price consideration included approximately 1.3 million Operating Partnership units determined based on a value of $55 per unit. These partnership units will become eligible to be converted into the Company's common shares in December 2012 pursuant to the Continuing Offer (Note 9). Prior to that date, the holders have the ability to put the units back to the Operating Partnership for cash at the lesser of the current market price of the Company's common shares or $55 per share. Considering the redemption provisions, the Company is accounting for these Operating Partnership units as a redeemable noncontrolling interest until they become subject to the Continuing Offer. The carrying value of these units was $72.6 million at June 30, 2012 and $72.7 million at December 31, 2011. Adjustments to the redemption value are recorded through equity.

13

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2011, Taubman Asia acquired a 90% controlling interest in TCBL (Note 2). As part of the purchase price consideration, $11.9 million of capital in the newly formed company was credited by Taubman Asia to the noncontrolling owners, who also own a 10% residual interest. The noncontrolling ownership interest can be put back to the Company at 50% of the fair value of the ownership interest beginning in December 2016, increasing to 100% in December 2018. Taubman Asia will fund any additional capital required by the business and will receive a preferred return on all capital contributed. The ownership agreements provide for the distribution of preferred returns on capital as well as returns of all such capital prior to the sharing of profits on relative ownership interests. Considering the redemption provisions, the Company accounts for the joint venture partner's interest as a contingently redeemable noncontrolling interest. The carrying value of the interest was $9.8 million at June 30, 2012 and $11.6 million at December 31, 2011. Any adjustments to the redemption value will be recorded through equity.

The Company's president of Taubman Asia (the Asia President) has an ownership interest in Taubman Asia, a consolidated subsidiary. The Asia President is entitled to 10% of Taubman Asia's dividends, with 85% of his dividends being withheld as contributions to capital. These withholdings will continue until he contributes and maintains his capital consistent with a 10% ownership interest, including all capital funded by the Operating Partnership for Taubman Asia's operating and investment activities subsequent to the Asia President obtaining his ownership interest. The Operating Partnership will have a preferred investment in Taubman Asia to the extent the Asia President has not yet contributed capital commensurate with his ownership interest. This preferred investment will accrue an annual preferential return equal to the Operating Partnership's average borrowing rate (with the preferred investment and accrued return together being referred to herein as the preferred interest). Taubman Asia has the ability to call, and the Asia President has the ability to put, the Asia President’s ownership interest upon specified terminations of the Asia President’s employment, although such put or call right may not be exercised for specified time periods after certain termination events. The redemption price for the ownership interest is generally a nominal amount through 2013 and subsequently 50% (increasing to 100% as early as May 2015) of the fair value of the ownership interest less the amount required to return the Operating Partnership's preferred interest. The Company has determined that the Asia President's ownership interest in Taubman Asia qualifies as an equity award, considering its specific redemption provisions, and accounts for it as a contingently redeemable noncontrolling interest, with a carrying value of zero at June 30, 2012 and December 31, 2011. Any adjustments to the redemption value are recorded through equity.

The Company owns a 90% controlling interest in a joint venture that is focusing on developing and owning outlet shopping centers. The amount of capital that the 10% joint venture partner is required to contribute is capped. The Company will have a preferred investment to the extent it contributes capital in excess of the amount commensurate with its ownership interest. The Company has the right to purchase the joint venture partner's entire interest and the joint venture partner has the right to require the Company to purchase the joint venture partner's entire interest. Additionally, the parties each have a one-time put and/or call on the joint venture partner’s interest in any stabilized centers, while still maintaining the ongoing joint venture relationship. The purchase price of the joint venture partner's interest will be based on fair value. Considering the redemption provisions, the Company accounts for the joint venture partner’s interest as a contingently redeemable noncontrolling interest with a carrying value of zero at June 30, 2012 and December 31, 2011. Any adjustments to the redemption value are recorded through equity.

Reconciliation of Redeemable Noncontrolling Interests

	2012			2011
Balance January 1	$	84,235		$	—
Contributions	231			292
Allocation of net loss	(1,206		)	(292		)
Allocation of other comprehensive loss	(59		)
Distributions	(1,226		)
Redemption of TRG partnership units	(105		)
Adjustments of redeemable noncontrolling interests	467
Balance June 30	$	82,337		$	—

14

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Equity Balances of Nonredeemable Noncontrolling Interests

The net equity balance of the noncontrolling interests as of June 30, 2012 and December 31, 2011 includes the following:

	2012			2011
Non-redeemable noncontrolling interests:
Noncontrolling interests in consolidated joint ventures	$	(104,734	)	$	(101,872	)
Noncontrolling interests in partnership equity of TRG	(30,374		)	(22,452		)
	$	(135,108	)	$	(124,324	)

Income Allocable to Noncontrolling Interests

Net income attributable to the noncontrolling interests for the three months endedJune 30, 2012 and June 30, 2011 includes the following:

	2012			2011
Net income attributable to noncontrolling interests:
Non-redeemable noncontrolling interests:
Noncontrolling share of income of consolidated joint ventures	$	3,564		$	3,015
Noncontrolling share of income of TRG	7,731			4,506
TRG Series F preferred distributions				615
	$	11,295		$	8,136
Redeemable noncontrolling interests	(282		)	(230		)
	$	11,013		$	7,906

Net income attributable to the noncontrolling interests for the six months endedJune 30, 2012 and June 30, 2011 includes the following:

	2012			2011
Net income attributable to noncontrolling interests:
Non-redeemable noncontrolling interests:
Noncontrolling share of income of consolidated joint ventures	$	6,758		$	6,462
Noncontrolling share of income of TRG	16,046			10,195
TRG Series F preferred distributions				1,230
	$	22,804		$	17,887
Redeemable noncontrolling interests	(1,206		)	(292		)
	$	21,598		$	17,595

15

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Equity Transactions

The following schedule presents the effects of changes in Taubman Centers, Inc.’s ownership interest in consolidated subsidiaries on Taubman Centers, Inc.’s equity for the six months endedJune 30, 2012 and June 30, 2011:

	2012			2011
Net income attributable to Taubman Centers, Inc. common shareowners	$	33,904		$	19,060
Transfers (to) from the noncontrolling interest –
Decrease in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest (1)	(584		)	(40,762		)
Net transfers (to) from noncontrolling interests	(584		)	(40,762		)
Change from net income attributable to Taubman Centers, Inc. and transfers (to) from noncontrolling interests	$	33,320		$	(21,702	)

(1) In 2012 and 2011, adjustments of the noncontrolling interest were made as a result of changes in the Company's ownership of the Operating Partnership in connection with the Company's share-based compensation under employee and director benefit plans (Note 8), issuances of stock pursuant to the Continuing Offer (Note 9), issuance of common stock in June 2011, and redemptions of certain redeemable Operating Partnership units (Note 2).

Finite Life Entities

Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. At June 30, 2012, the Company held controlling interests in consolidated entities with specified termination dates in 2081 and 2083. The noncontrolling owners’ interests in these entities are to be settled upon termination by distribution or transfer of either cash or specific assets of the underlying entity. The estimated fair value of these noncontrolling interests was approximately $208 million at June 30, 2012, compared to a book value of $(101.4) million that is classified in Noncontrolling Interests in the Company’s Consolidated Balance Sheet. The fair values of the noncontrolling interests were calculated as the noncontrolling interests' ownership shares of the underlying properties' fair values. The properties' fair values were estimated by considering their in-place net operating incomes, current market capitalization rates, and mortgage debt outstanding.

Note 7 - Derivative and Hedging Activities

Risk Management Objective and Strategies for Using Derivatives

The Company uses derivative instruments, such as interest rate swaps and interest rate caps, primarily to manage exposure to interest rate risks inherent in variable rate debt and refinancings. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. The Company’s interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date.

The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging.

16

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2012, the Company had the following outstanding interest rate derivatives that were designated and are expected to be effective as cash flow hedges of the interest payments on the associated debt.

Instrument Type	Ownership		Notional Amount		Swap Rate		Credit Spread on Loan		Total Swapped Rate on Loan		Maturity Date
Consolidated Subsidiaries:
Receive variable (LIBOR) /pay-fixed swap (1)	95.0	%	$	131,000	2.64	%	2.35	%	4.99	%	September 2020
Unconsolidated Joint Ventures:
Receive variable (LIBOR) /pay-fixed swap	50.0	%	30,000		5.05	%	0.90	%	5.95	%	November 2012
Receive variable (LIBOR) /pay-fixed swap (2)	50.0	%	137,500		2.40	%	1.70	%	4.10	%	April 2018
Receive variable (LIBOR) /pay-fixed swap (2)	50.0	%	137,500		2.40	%	1.70	%	4.10	%	April 2018

(1) The notional amount of the swap is equal to the outstanding principal balance on the loan, which begins amortizing in September 2012.

(2) The notional amount on each of these swaps is equal to 50% of the outstanding principal balance on the loan, which begins amortizing in August 2014.

Cash Flow Hedges of Interest Rate Risk

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the unrealized gain or loss on the derivative is reported as a component of Other Comprehensive Income (OCI). The ineffective portion of the change in fair value, if any, is recognized directly in earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in Accumulated Other Comprehensive Income (Loss) (AOCI) during the term of the hedged debt transaction.

Amounts reported in AOCI related to currently outstanding derivatives are recognized as an adjustment to income as interest payments are made on the Company’s variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCI are recognized as an adjustment to income over the term of the hedged debt transaction.

The Company expects that approximately $6.8 million of the AOCI of Taubman Centers, Inc. and the noncontrolling interests will be reclassified from AOCI and recognized as a reduction of income in the following 12 months.

As of June 30, 2012, the Company had $0.9 million of net realized losses included in AOCI resulting from settled derivative instruments, which were designated as cash flow hedges that are being recognized as a reduction of income over the term of the hedged debt.

17

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the effect of derivative instruments on the Company’s Consolidated Statement of Operations and Comprehensive Income for the three and six months endedJune 30, 2012 and June 30, 2011. The tables include the location and amount of unrealized gains and losses on outstanding derivative instruments in cash flow hedging relationships and the location and amount of realized losses reclassified from AOCI into income resulting from settled derivative instruments associated with hedged debt.

During the three months endedJune 30, 2012 and June 30, 2011, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
	Three Months Ended June 30							Three Months Ended June 30
	2012			2011				2012			2011
Derivatives in cash flow hedging relationships:
Interest rate contracts – consolidated subsidiaries	$	(4,506	)	$	(3,180	)	Interest Expense	$	(794	)	$	(802	)
Interest rate contracts – UJVs	(2,757		)	101			Equity in Income of UJVs	(925		)	(180		)
Total derivatives in cash flow hedging relationships	$	(7,263	)	$	(3,079	)		$	(1,719	)	$	(982	)
Realized losses on settled cash flow hedges:
Interest rate contracts – consolidated subsidiaries							Interest Expense	$	(151	)	$	(315	)
Interest rate contract – UJVs							Equity in Income of UJVs	(94		)	(94		)
Total realized losses on settled cash flow hedges								$	(245	)	$	(409	)

During the six months endedJune 30, 2012 and June 30, 2011, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
	Six Months Ended June 30							Six Months Ended June 30
	2012			2011				2012			2011
Derivatives in cash flow hedging relationships:
Interest rate contracts – consolidated subsidiaries	$	(2,774	)	$	(1,553	)	Interest Expense	$	(1,578	)	$	(1,872	)
Interest rate contracts – UJVs	(1,909		)	1,044			Equity in Income of UJVs	(1,835		)	(1,158		)
Total derivatives in cash flow hedging relationships	$	(4,683	)	$	(509	)		$	(3,413	)	$	(3,030	)
Realized losses on settled cash flow hedges:
Interest rate contracts – consolidated subsidiaries							Interest Expense	$	(302	)	$	(536	)
Interest rate contract – UJVs							Equity in Income of UJVs	(188		)	(188		)
Total realized losses on settled cash flow hedges								$	(490	)	$	(724	)

18

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company records all derivative instruments at fair value in the Consolidated Balance Sheet. The following table presents the location and fair value of the Company’s derivative financial instruments as reported in the Consolidated Balance Sheet as of June 30, 2012 and December 31, 2011.

		Fair Value
	Consolidated Balance Sheet Location	June 30 2012			December 31 2011
Derivatives designated as hedging instruments:
Liability derivatives:
Interest rate contract – consolidated subsidiaries	Accounts Payable and Accrued Liabilities	$	(11,818	)	$	(9,044	)
Interest rate contracts – UJVs	Investment in UJVs	(10,954		)	(9,045		)
Total liabilities designated as hedging instruments		$	(22,772	)	$	(18,089	)

Contingent Features

All of the Company's outstanding derivatives contain provisions that state if the hedged entity defaults on any of its indebtedness in excess of $1 million, then the derivative obligation could also be declared in default. As of June 30, 2012, the Company is not in default on any debt obligations that would trigger a credit risk related default on its current outstanding derivatives.

As of June 30, 2012 and December 31, 2011, the fair value of derivative instruments with credit-risk-related contingent features that are in a liability position was $22.8 million and $18.1 million, respectively. As of June 30, 2012 and December 31, 2011, the Company was not required to post any collateral related to these agreements. If the Company breached any of these provisions it would be required to settle its obligations under the agreements at their fair value. See Note 11 for fair value information on derivatives.

Note 8 - Share-Based Compensation

The Taubman Company 2008 Omnibus Long-Term Incentive Plan (2008 Omnibus Plan), as amended, which is shareowner approved, provides for the award to directors, officers, employees, and other service providers of the Company of restricted shares, restricted units of limited partnership in the Operating Partnership, options to purchase shares or Operating Partnership units, unrestricted shares or Operating Partnership units, and other awards to acquire up to an aggregate of 8.5 million Company common shares or Operating Partnership units. In addition, non-employee directors have the option to defer their compensation, other than their meeting fees, under a deferred compensation plan.

Non-option awards granted after an amendment of the 2008 Omnibus Plan in 2010 are deducted at a ratio of 1.85 Company common shares or Operating Partnership units, while non-option awards granted prior to the amendment are deducted at a ratio of 2.85. Options are deducted on a one-for-one basis. The amount available for future grants is adjusted when the number of contingently issuable shares or units are settled, for grants that are forfeited, and for options that expire without being exercised.

Prior to the adoption of the 2008 Omnibus Plan, the Company provided share-based compensation through an incentive option plan and non-employee directors' stock grant and deferred compensation plans.

The compensation cost charged to income for the Company’s share-based compensation plans was $3.3 million and $6.2 million for the three and six months endedJune 30, 2012, respectively. The compensation cost charged to income for the Company's share-based compensation plans was $2.2 million and $4.6 million for the three and six months endedJune 30, 2011, respectively. Compensation cost capitalized as part of properties and deferred leasing costs was approximately $0.3 million and $0.6 million for the three and six months endedJune 30, 2012, respectively, and approximately $0.1 million and $0.2 million for the three and six months endedJune 30, 2011, respectively.

19

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company estimated the grant-date fair values of options, performance share units, and restricted share units using the methods discussed in the separate sections below for each type of grant. Expected volatility and dividend yields are based on historical volatility and yields of the Company’s common stock, respectively, as well as other factors. The risk-free interest rates used are based on the U.S. Treasury yield curves in effect at the times of grants. The Company assumes no forfeitures of options or performance share units due to the small number of participants and low turnover rate.

Options

A summary of option activity for the six months endedJune 30, 2012 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Range of Exercise Prices
Outstanding at January 1, 2012	1,321,990		$	37.13	4.8	$	13.83	-	$	55.90
Exercised	(96,408	)	31.90
Outstanding at June 30, 2012	1,225,582		$	37.55	4.4	$	13.83	-	$	55.90
Fully vested options at June 30, 2012	1,225,582		37.55		4.4

There were 0.2 million options that vested during the six months endedJune 30, 2012.

The aggregate intrinsic value (the difference between the period end stock price and the option exercise price) of in-the-money options outstanding and in-the-money fully vested options was $48.5 million as of June 30, 2012.

The total intrinsic value of options exercised during the six months endedJune 30, 2012 was $3.8 million. Cash received from option exercises for the six months endedJune 30, 2012 was $3.1 million. No options were exercised during the six months endedJune 30, 2011.

As of June 30, 2012, all options outstanding were fully vested, and there was no unrecognized compensation cost related to options.

Under both the prior option plan and the 2008 Omnibus Plan, vested unit options can be exercised by tendering mature units with a market value equal to the exercise price of the unit options. In 2002, Robert S. Taubman, the Company’s chief executive officer, exercised options for 3.0 million units by tendering 2.1 million mature units and deferring receipt of 0.9 million units under the unit option deferral election. As the Operating Partnership pays distributions, the deferred option units receive their proportionate share of the distributions in the form of cash payments. Under an amendment executed in January 2011, beginning in December 2017 (unless Mr. Taubman retires earlier), the deferred partnership units will be issued in ten annual installments. The deferred units are accounted for as participating securities of the Operating Partnership.

20

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Performance Share Units

In February 2012, the Company granted Performance Share Units (PSU) under the 2008 Omnibus Plan. Each PSU represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-300% of the PSU based on the Company’s market performance relative to that of a peer group. The vesting date is three years from the grant date, if continuous service has been provided, or upon retirement or certain other events (such as death or disability) if earlier. No dividends accumulate during the vesting period. The Company estimated the value of these PSU granted using a Monte Carlo simulation, considering the Company’s common stock price at the grant date less the present value of the expected dividends during the vesting period, historical returns of the Company and the peer group of companies, a risk-free interest rate of 0.43%, and a measurement period of three years. The resulting weighted average grant-date fair value was $106.71 per PSU.

Also in February 2012, the Company granted additional PSU under the 2008 Omnibus Plan that represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-400% of the PSU based on the Company’s market performance relative to that of a peer group. The vesting date is five years from the grant date, if continuous service has been provided, or upon certain other events (such as death or disability) if earlier. No dividends accumulate during the vesting period. The Company estimated the value of these PSU granted using a Monte Carlo simulation, considering the Company’s common stock price at the grant date less the present value of the expected dividends during the vesting period, historical returns of the Company and the peer group of companies, a risk-free interest rate of 0.87%, and a measurement period of five years. The resulting weighted average grant-date fair value was $187.73 per PSU.

A summary of PSU activity for the six months endedJune 30, 2012 is presented below:

	Number of Performance Share Units			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012	326,151			$	38.20
Vested	(196,943	)	(1)	15.60
Granted (three year vesting)	48,308			106.71
Granted (five year vesting)	104,161			187.73
Outstanding at June 30, 2012	281,677			$	121.04

(1) Based on the Company's market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the six months endedJune 30, 2012 equaled 240% of the number of PSU awards vested in the table above.

None of the PSU outstanding at June 30, 2012 were vested. As of June 30, 2012, there was $26.4 million of total unrecognized compensation cost related to nonvested PSU outstanding. This cost is expected to be recognized over an average period of 3.9 years.

21

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Share Units

During 2012, Restricted Share Units (RSU) were issued under the 2008 Omnibus Plan and represent the right to receive upon vesting one share of the Company’s common stock. The units vest in March 2015, if continuous service has been provided through that period, or upon retirement or certain other events if earlier. No dividends accumulate during the vesting period.

The Company estimated the values of the RSU granted in 2012 using the Company’s common stock at the grant dates deducting the present value of expected dividends during the vesting period using a risk-free rate of 0.40% to 0.50%. The result of the Company’s valuations was a weighted average grant-date fair value of $63.46 per RSU granted during 2012.

A summary of RSU activity for the six months endedJune 30, 2012 is presented below:

	Number of Restricted Share Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012	605,927		$	22.06
Vested	(363,373	)	9.66
Granted	94,677		63.46
Forfeited	(2,196	)	43.12
Outstanding at June 30, 2012	335,035		$	47.07

None of the RSU outstanding at June 30, 2012 were vested. As of June 30, 2012, there was $8.4 million of total unrecognized compensation cost related to nonvested RSU outstanding. This cost is expected to be recognized over an average period of 2.1 years.

Note 9 - Commitments and Contingencies

Cash Tender

At the time of the Company's initial public offering and acquisition of its partnership interest in the Operating Partnership in 1992, the Company entered into an agreement (the Cash Tender Agreement) with A. Alfred Taubman, who owns an interest in the Operating Partnership, whereby he has the annual right to tender to the Company partnership units in the Operating Partnership (provided that the aggregate value is at least $50 million) and cause the Company to purchase the tendered interests at a purchase price based on a market valuation of the Company on the trading date immediately preceding the date of the tender. At A. Alfred Taubman's election, his family may participate in tenders. The Company will have the option to pay for these interests from available cash, borrowed funds, or from the proceeds of an offering of the Company's common stock. Generally, the Company expects to finance these purchases through the sale of new shares of its stock. The tendering partner will bear all market risk if the market price at closing is less than the purchase price and will bear the costs of sale. Any proceeds of the offering in excess of the purchase price will be for the sole benefit of the Company. The Company accounts for the Cash Tender Agreement between the Company and Mr. Taubman as a freestanding written put option. As the option put price is defined by the current market price of the Company's stock at the time of tender, the fair value of the written option defined by the Cash Tender Agreement is considered to be zero.

Based on a market value at June 30, 2012 of $77.16 per common share, the aggregate value of interests in the Operating Partnership that may be tendered under the Cash Tender Agreement was approximately $1.9 billion. The purchase of these interests at June 30, 2012 would have resulted in the Company owning an additional 28% interest in the Operating Partnership.

22

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Continuing Offer

The Company has made a continuing, irrevocable offer to all present holders (other than certain excluded holders, including A. Alfred Taubman), permitted assignees of all present holders, those future holders of partnership interests in the Operating Partnership as the Company may, in its sole discretion, agree to include in the continuing offer, all existing optionees under the previous option plan, and all existing and future optionees under the 2008 Omnibus Plan to exchange shares of common stock for partnership interests in the Operating Partnership (the Continuing Offer). The Operating Partnership units issued in connection with the acquisition of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village are not eligible to be converted into common shares under the Continuing Offer until December 2012. Under the Continuing Offer agreement, one unit of the Operating Partnership interest is exchangeable for one share of the Company's common stock. Upon a tender of Operating Partnership units, the corresponding shares of Series B Preferred Stock, if any, will automatically be converted into the Company’s common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock.

Litigation

In April 2009, two restaurant owners, their two restaurants, and their principal filed a lawsuit in United States District Court for the Eastern District of Pennsylvania (Case No. 09-CV-01619) against Atlantic Pier Associates LLC ("APA", the then owner of the leasehold interest in The Pier Shops), the Operating Partnership, Taubman Centers, Inc., the owners of APA and certain affiliates of such owners, three individuals affiliated with, or at one time employed by an affiliate of one of the owners, and, subsequently added the Manager as a defendant. The plaintiffs are alleging the defendants misrepresented and concealed the status of certain tenant leases at The Pier Shops and that such status was relied upon by the plaintiffs in making decisions about their own leases. The plaintiffs are seeking damages exceeding $20 million, rescission of their leases, exemplary or punitive damages, costs and expenses, attorney's fees, return of certain rent, and other relief as the court may determine. The claims against the Operating Partnership, Taubman Centers, Inc., the Manager, other Taubman defendants, and one of the owners were dismissed in July 2011, but, in August 2011, the restaurant owners reinstated the same claims in a state court action that was then removed to the United States District Court for the Eastern District of Pennsylvania (Case No. 11-CV-05676). The defendants are vigorously defending the action. The outcome of this lawsuit cannot be predicted with any certainty and management is currently unable to estimate an amount or range of potential loss that could result if an unfavorable outcome occurs. While management does not believe that an adverse outcome in this lawsuit would have a material adverse effect on the Company's financial condition, there can be no assurance that an adverse outcome would not have a material effect on the Company's results of operations for any particular period.

Other

See Note 5 for the Operating Partnership's guarantees of certain notes payable, Note 6 for contingent features relating to certain joint venture agreements, Note 7 for contingent features relating to derivative instruments, and Note 8 for obligations under existing share-based compensation plans.

See Note 6 for the Operating Partnership's contingent obligation to repurchase units issued in connection with the acquisition of centers ending December 2012. Subsequent to that date the units will become eligible to be converted into common shares under the Continuing Offer.

Note 10 - Earnings Per Share

Basic earnings per share amounts are based on the weighted average of common shares outstanding for the respective periods. Diluted earnings per share amounts are based on the weighted average of common shares outstanding plus the dilutive effect of potential common stock. Potential common stock includes outstanding partnership units exchangeable for common shares under the Continuing Offer (Note 9), outstanding options for partnership units, PSU, RSU, deferred shares under the Non-Employee Directors’ Deferred Compensation Plan, and unissued partnership units under a unit option deferral election (Note 8). In computing the potentially dilutive effect of potential common stock, partnership units are assumed to be exchanged for common shares under the Continuing Offer, increasing the weighted average number of shares outstanding. The potentially dilutive effects of partnership units outstanding and/or issuable under the unit option deferral elections are calculated using the if-converted method, while the effects of other potential common stock are calculated using the treasury method. Contingently issuable shares are included in diluted EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period.

23

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2012, there were 4.0 million partnership units outstanding and 0.9 million unissued partnership units under unit option deferral elections exchangeable for common shares of the Company under the Continuing Offer that were excluded from the computation of diluted earnings per share as they were anti-dilutive in all periods presented. Also, there were out-of-the-money options for 0.1 million and 0.2 million shares for the three and six months endedJune 30, 2011 that were excluded from the computation of diluted EPS because they were anti-dilutive.

	Three Months Ended June 30					Six Months Ended June 30
	2012		2011			2012		2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
Income from continuing operations	$	16,373	$	12,881		$	33,904	$	27,800
Loss from discontinued operations			(4,537		)			(8,740		)
Basic	$	16,373	$	8,344		$	33,904	$	19,060
Shares (Denominator) – basic	58,789,737		56,186,216			58,518,442		55,875,329
Earnings per common share from continuing operations	$	0.28	$	0.23		$	0.58	$	0.50
Loss from discontinued operations			(0.08		)			(0.16		)
Earnings per common share – basic	$	0.28	$	0.15		$	0.58	$	0.34

	Three Months Ended June 30					Six Months Ended June 30
	2012		2011			2012		2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
Income from continuing operations - basic	$	16,373	$	12,881		$	33,904	$	27,800
Impact of additional ownership of TRG on income from continuing operations	134		126			302		257
Income from continuing operations - diluted	$	16,507	$	13,007		$	34,206	$	28,057
Loss from discontinued operations - basic			(4,537		)			(8,740		)
Impact of additional ownership of TRG on loss from discontinued operations			(40		)			(73		)
Diluted	$	16,507	$	8,430		$	34,206	$	19,244
Shares – basic	58,789,737		56,186,216			58,518,442		55,875,329
Effect of dilutive securities	1,411,648		1,583,249			1,536,180		1,501,547
Shares (Denominator) – diluted	60,201,385		57,769,465			60,054,622		57,376,876
Earnings per common share from continuing operations	$	0.27	$	0.23		$	0.57	$	0.49
Loss from discontinued operations			(0.08		)			(0.15		)
Earnings per common share – diluted	$	0.27	$	0.15		$	0.57	$	0.34

24

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11 - Fair Value Disclosures

This note contains required fair value disclosures for assets and liabilities remeasured at fair value on a recurring basis and financial instruments carried at other than fair value, as well as assumptions employed in deriving these fair values.

Recurring Valuations

Derivative Instruments

The fair value of interest rate hedging instruments is the amount that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the reporting date. The Company’s valuations of its derivative instruments are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative, and therefore fall into Level 2 of the fair value hierarchy. The valuations reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including forward curves. The fair values of interest rate hedging instruments also incorporate credit valuation adjustments to appropriately reflect both the Company’s own nonperformance risk and the respective counterparty's nonperformance risk.

Marketable Securities

The Company's valuations of marketable securities, which are considered to be available-for-sale, and an insurance deposit utilize unadjusted quoted prices determined by active markets for the specific securities the Company has invested in, and therefore fall into Level 1 of the fair value hierarchy.

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:

	Fair Value Measurements as of June 30, 2012 Using					Fair Value Measurements as of December 31, 2011 Using
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Available-for-sale securities	$	2,401				$	2,158
Insurance deposit	11,445					10,708
Total assets	$	13,846				$	12,866
Derivative interest rate contracts			$	(11,818	)			$	(9,044	)
Total liabilities			$	(11,818	)			$	(9,044	)

The insurance deposit shown above represents an escrow account maintained in connection with a property and casualty insurance arrangement for the Company’s shopping centers, and is classified within Deferred Charges and Other Assets on the Consolidated Balance Sheet. Corresponding deferred revenue relating to amounts billed to tenants for this arrangement has been classified within Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheet.

The available-for-sale securities shown above consist of marketable securities that represent shares in a Vanguard REIT fund that were purchased to facilitate a tax efficient structure for the 2005 disposition of Woodland mall and is classified within Deferred Charges and Other Assets on the Consolidated Balance Sheet.

25

TAUBMAN CENTERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Instruments Carried at Other Than Fair Values

Community Development District Obligation

The owner of one shopping center pays annual special assessment levies of a Community Development District (CDD), which provided certain infrastructure assets and improvements. As the amount and period of the special assessments were determinable, the Company capitalized the infrastructure assets and improvements and recognized an obligation for the future special assessments to be levied. At June 30, 2012 and December 31, 2011, the book value of the infrastructure assets and improvements, net of depreciation, was $40.6 million and $41.6 million, respectively. The related obligation is classified within Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheet and had a balance of $61.8 million at June 30, 2012 and December 31, 2011. The fair value of this obligation, derived from quoted market prices and therefore falling into Level 1 of the fair value hierarchy, was $63.0 million at June 30, 2012 and $58.2 million at December 31, 2011.

Notes Payable

The fair value of notes payable are estimated using cash flows discounted at current market rates and therefore fall into Level 2 of the fair value hierarchy. When selecting discount rates for purposes of estimating the fair value of notes payable at June 30, 2012 and December 31, 2011, the Company employed the credit spreads at which the debt was originally issued. Excluding 2010 through 2012 refinancings and debt assumed as part of the 2011 acquisitions, an additional 1.50% credit spread was added to the discount rate at June 30, 2012 and December 31, 2011, to attempt to account for current market conditions. This additional spread is an estimate and is not necessarily indicative of what the Company could obtain in the market at the reporting date. The Company does not believe that the use of different interest rate assumptions would have resulted in a materially different fair value of notes payable as of June 30, 2012 or December 31, 2011. To further assist financial statement users, the Company has included with its fair value disclosures an analysis of interest rate sensitivity.

The estimated fair values of notes payable at June 30, 2012 and December 31, 2011 are as follows:

	2012				2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Notes payable	$	2,836,148	$	2,981,334	$	3,145,602	$	3,299,243

The fair values of the notes payable are dependent on the interest rates used in estimating the values. An overall 1% increase in rates employed in making these estimates would have decreased the fair values of the debt shown above at June 30, 2012 by $84.8 million or 2.8%.

See Note 4 regarding the fair value of the Unconsolidated Joint Ventures’ notes payable, and Note 7 regarding additional information on derivatives.

26

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains various “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 forward-looking statements represent our expectations or beliefs concerning future events, including the following: statements regarding future developments and joint ventures, rents, returns, and earnings; statements regarding the continuation of trends; and any statements regarding the sufficiency of our cash balances and cash generated from operating, investing, and financing activities for our future liquidity and capital resource needs. We caution that although forward-looking statements reflect our good faith beliefs and reasonable judgment based upon current information, these statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, because of risks, uncertainties, and factors including, but not limited to, the global credit environment and the continuing impacts of the recent U.S. recession, other changes in general economic and real estate conditions, changes in the interest rate environment and the availability of financing, adverse changes in the retail industry, general development risks, and integration and other acquisition risks. The forward-looking statements included in this report 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. Other risks and uncertainties are detailed from time to time in reports filed with the SEC, and in particular those set forth under “Risk Factors” in our most recent Annual Report on Form 10-K. The following discussion should be read in conjunction with the accompanying consolidated financial statements of Taubman Centers, Inc. and the notes thereto.

General Background and Performance Measurement

Taubman Centers, Inc. (TCO) is a Michigan corporation that operates as a self-administered and self-managed real estate investment trust (REIT). The Taubman Realty Group Limited Partnership (the Operating Partnership or TRG) is a majority-owned partnership subsidiary of TCO, which owns direct or indirect interests in all of our real estate properties. In this report, the terms "we", "us", and "our" refer to TCO, the Operating Partnership, and/or the Operating Partnership's subsidiaries as the context may require. We own, manage, lease, acquire, dispose of, develop, and expand regional and super-regional shopping centers. The Consolidated Businesses consist of shopping centers and entities that are controlled by ownership or contractual agreements, The Taubman Company LLC (Manager), and Taubman Properties Asia LLC and its subsidiaries (Taubman Asia). Shopping centers owned through joint ventures that are not controlled by us but over which we have significant influence (Unconsolidated Joint Ventures) are accounted for under the equity method.

References in this discussion to “beneficial interest” refer to our ownership or pro-rata share of the item being discussed. Also, the operations of the shopping centers are often best understood by measuring their performance as a whole, without regard to our ownership interest. Consequently, in addition to the discussion of the operations of the Consolidated Businesses, the operations of the Unconsolidated Joint Ventures are presented and discussed as a whole. The comparability of information used in measuring performance is affected by the opening of City Creek Center in March 2012, as well as the dispositions of The Pier Shops at Caesars (The Pier Shops) and Regency Square and the acquisitions of The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village in 2011. Additional "comparable center" statistics that exclude City Creek Center, The Mall at Green Hills, The Gardens on El Paseo, El Paseo Village, The Pier Shops and Regency Square are provided to present the performance of comparable centers in our continuing operations. Comparable centers are generally defined as centers that were owned and open for the entire current and preceding period. The Pier Shops and Regency Square are excluded from all operating statistics. See “Results of Operations – Development,” "Results of Operations –Acquisitions," and “Results of Operations – Dispositions/Discontinued Operations,” for background and information on operations of these centers.

Use of Non-GAAP Measures

We use Net Operating Income (NOI) as an alternative measure to evaluate the operating performance of centers, both on individual and stabilized portfolio bases. We define 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 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. We also use 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. We generally provide separate projections for expected comparable center NOI growth and our lease cancellation income.

27

The operating results in “Results of Operations” include the supplemental earnings measures of Beneficial Interest in EBITDA and Funds from Operations (FFO). Beneficial Interest in EBITDA represents our share of the earnings before interest, income taxes, and depreciation and amortization of our consolidated and unconsolidated businesses. We believe 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 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. We believe 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, we 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. We primarily use FFO in measuring performance and in formulating corporate goals and compensation.

We may also present adjusted versions of NOI, Beneficial Interest in EBITDA, and FFO when used by management to evaluate our operating performance when certain significant items have impacted our results that affect comparability with prior or future periods due to the nature or amounts of these items. In addition to the reasons noted above for each measure, we believe 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.

Our presentations of NOI, Beneficial Interest in EBITDA, FFO, and also adjusted versions of these measures, if any, are not necessarily comparable to the similarly titled measures of 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 our operating performance. Additionally, these measures do not represent cash flows from operating, investing or financing activities as defined by GAAP. Reconciliations of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations, Net Income to Beneficial Interest in EBITDA, and Net Income to Net Operating Income are presented following the Comparison of the Six Months Ended June 30, 2012 to the Six Months Ended June 30, 2011.

Current Operating Trends

Our mall tenants reported an 8.4% increase in sales per square foot in the second quarter of 2012 from the same period in 2011. This increase is on top of a 14.1% increase in the second quarter of 2011. For the twelve month period ended June 30, 2012, mall tenant sales were $672 per square foot, a 12% increase over $600 per square foot for the trailing twelve month period ended June 30, 2011. Our increase in sales per square foot growth has moderated from the double-digit sales increases we saw for the previous nine quarters. We would not be surprised if over the next several quarters sales growth would continue to moderate.

Tenant sales and sales per square foot information are operating statistics used in measuring the productivity of the portfolio and are based on reports of sales furnished by mall tenants. Sales are the most important measure of a portfolio’s overall strength and the best predictor of the leasing environment ahead. Over the long term, the level of mall tenant sales is the single most important determinant of revenues of the shopping centers because mall tenants provide approximately 90% of these revenues and mall tenant sales determine the amount of rent, percentage rent, and recoverable expenses (together, total occupancy costs) that mall tenants can afford to pay. However, levels of mall tenant sales can be considerably more volatile in the short run than total occupancy costs, and may be impacted significantly, either positively or negatively, by the success or lack of success of a small number of tenants or even a single tenant.

Tenant sales directly impact the amount of percentage rents certain tenants and anchors pay. The effects of increases or declines in tenant sales on our operations are moderated by the relatively minor share of total rents that percentage rents represent.

While tenant sales are critical over the long term, the high quality regional mall business has been a very stable business model with its diversity of income from thousands of tenants, its staggered lease maturities, and high proportion of fixed rent. However, a sustained trend in sales does impact, either negatively or positively, our ability to lease vacancies and negotiate rents at advantageous rates.

28

Ending occupancy increased to 90.1% at June 30, 2012 compared to 88.2% at June 30, 2011. For our comparable centers, ending occupancy increased to 90.2% at June 30, 2012 from 88.2% at June 30, 2011. We continue to expect occupancy to be up about 1.5% through the remainder of 2012. Temporary tenants, defined as those with lease terms less than or equal to a year, are not included in occupancy or leased space statistics. Temporary tenant leasing continues to be strong and as of June 30, 2012, approximately 3.9% of mall tenant space was occupied by temporary tenants, compared to 3.6% as of June 30, 2011 for our comparable centers. See “Seasonality” for occupancy and leased space statistics.

Leased space was 92.3% at June 30, 2012, compared to 90.9% at June 30, 2011. For our comparable centers, leased space was 92.2% at June 30, 2012, compared to 90.9% at June 30, 2011. The difference between leased space and occupancy is that leased space includes spaces where leases have been signed but the tenants are not yet open. Neither statistic includes temporary tenants. We view occupancy as more relevant to operating results as it represents those spaces upon which we are currently collecting rent from permanent tenants. Finally, the spread between leased space and occupied space, at 2.2% this quarter, is consistent with our history of 2% to 3% in the second quarter.

As leases have expired in the centers, we have generally been able to rent the available space, either to the existing tenant or a new tenant, at rental rates that are higher than those of the expired leases. Generally, center revenues have increased as older leases rolled over or were terminated early and replaced with new leases negotiated at current rental rates that were usually higher than the average rates for existing leases. In periods of increasing sales, as we are experiencing now, rents on new leases will generally tend to rise. In periods of slower growth or declining sales, rents on new leases will grow more slowly or will decline for the opposite reason, as tenants' expectations of future growth become less optimistic.

29

Rent per square foot statistics are computed using contractual rentals per the tenant lease agreements, which reflect any lease modifications, including those for rental concessions. Rent per square foot information for our comparable centers in our Consolidated Businesses and Unconsolidated Joint Ventures follows:

	Three Months Ended June 30				Six Months Ended June 30
	2012		2011		2012		2011
Average rent per square foot:
Consolidated Businesses	$	47.60	$	45.44	$	47.18	$	45.36
Unconsolidated Joint Ventures	45.94		45.20		45.13		45.14
Combined	47.07		45.36		46.52		45.30

	Trailing 12 Months Ended June 30
	2012 (1)		2011 (1)
Opening base rent per square foot:
Consolidated Businesses	$	54.89	$	56.64
Unconsolidated Joint Ventures	48.31		49.78
Combined	53.43		55.09
Square feet of GLA opened:
Consolidated Businesses	965,378		778,386
Unconsolidated Joint Ventures	276,756		226,149
Combined	1,242,134		1,004,535
Closing base rent per square foot:
Consolidated Businesses	$	46.39	$	49.02
Unconsolidated Joint Ventures	44.51		47.71
Combined	45.89		48.71
Square feet of GLA closed:
Consolidated Businesses	899,454		844,689
Unconsolidated Joint Ventures	325,444		268,348
Combined	1,224,898		1,113,037
Releasing spread per square foot:
Consolidated Businesses	$	8.50	$	7.62
Unconsolidated Joint Ventures	3.80		2.07
Combined	7.54		6.38

(1) Opening and closing statistics exclude spaces greater than or equal to 10,000 square feet.

Average rent per square foot across our portfolio, including comparable centers for both consolidated and unconsolidated properties, was up 3.8% for this quarter and up 2.7% for the six month period. We continue to expect average rent per square foot for the year to be up about 3.0% for 2012. The spread between opening and closing rents may not be indicative of future periods, as this statistic is not computed on comparable tenant spaces, and can vary significantly from period to period depending on the total amount, location, and average size of tenant space opening and closing in the period.

30

Seasonality

The regional shopping center industry is seasonal in nature, with mall tenant sales highest in the fourth quarter due to the Christmas season, and with lesser, though still significant, sales fluctuations associated with the Easter holiday and back-to-school period. While minimum rents and recoveries are generally not subject to seasonal factors, most leases are scheduled to expire in the first quarter, and the majority of new stores open in the second half of the year in anticipation of the Christmas selling season. Additionally, most percentage rents are recorded in the fourth quarter. Accordingly, revenues and occupancy levels are generally highest in the fourth quarter. Gains on sales of peripheral land and lease cancellation income may vary significantly from quarter to quarter.

	2nd Quarter 2012			1st Quarter 2012			Total 2011			4th Quarter 2011			3rd Quarter 2011			2nd Quarter 2011			1st Quarter 2011
Mall tenant sales (1)	$	1,396,440		$	1,354,100		$	5,164,916		$	1,670,378		$	1,197,351		$	1,182,236		$	1,114,951
Revenues and gains on land sales and other nonoperating income from continuing operations:
Consolidated Businesses	179,536			169,388			646,170			187,717			158,651			150,063			149,739
Unconsolidated Joint Ventures	66,764			65,318			266,617			75,333			64,997			62,923			63,364
Occupancy:
Ending - comparable	90.2		%	89.5		%	90.6		%	90.6		%	88.5		%	88.2		%	87.9		%
Average - comparable	90.0			89.6			88.8			90.0			88.6			88.2			88.2
Ending - all centers	90.1			89.5			90.7			90.7			88.5			88.2			87.9
Average - all centers	89.9			89.7			88.8			90.0			88.6			88.2			88.2
Leased space:
Comparable	92.2		%	92.0		%	92.3		%	92.3		%	91.4		%	90.9		%	90.5		%
All centers	92.3			91.9			92.4			92.4			91.4			90.9			90.5

(1) Based on reports of sales furnished by mall tenants.

Because the seasonality of sales contrasts with the generally fixed nature of minimum rents and recoveries, mall tenant occupancy costs (the sum of minimum rents, percentage rents, and expense recoveries) as a percentage of sales are considerably higher in the first three quarters than they are in the fourth quarter.

	2nd Quarter 2012		1st Quarter 2012		Total 2011		4th Quarter 2011		3rd Quarter 2011		2nd Quarter 2011		1st Quarter 2011
Consolidated Businesses:
Minimum rents	8.6	%	8.7	%	8.4	%	6.7	%	9.0	%	9.0	%	9.8	%
Percentage rents	0.2		0.5		0.5		0.8		0.4		0.2		0.4
Expense recoveries	4.3		4.0		4.5		4.2		4.7		4.6		4.6
Mall tenant occupancy costs	13.1	%	13.2	%	13.4	%	11.7	%	14.1	%	13.8	%	14.8	%
Unconsolidated Joint Ventures:
Minimum rents	8.5	%	7.8	%	7.9	%	6.2	%	8.4	%	8.7	%	8.8	%
Percentage rents	0.3		0.5		0.5		0.8		0.4		0.2		0.3
Expense recoveries	4.0		3.7		3.8		3.7		4.2		3.7		4.0
Mall tenant occupancy costs	12.8	%	12.0	%	12.2	%	10.7	%	13.0	%	12.6	%	13.1	%
Combined:
Minimum rents	8.6	%	8.4	%	8.2	%	6.6	%	8.8	%	8.9	%	9.4	%
Percentage rents	0.2		0.5		0.5		0.8		0.4		0.2		0.4
Expense recoveries	4.2		4.0		4.3		4.0		4.5		4.3		4.4
Mall tenant occupancy costs	13.0	%	12.9	%	13.0	%	11.4	%	13.7	%	13.4	%	14.2	%

31

Results of Operations

In addition to the results and trends in our operations disclosed in the preceding sections, the following sections discuss certain transactions that affected operations in the six month periods ended June 30, 2012 and June 30, 2011, or are expected to impact operations in the future.

Development

City Creek Center, a mixed-use project in Salt Lake City, Utah, opened in March 2012. The center includes a retail component anchored by Macy’s and Nordstrom. We own 0.6 million square feet of the retail space subject to a long-term participating lease. City Creek Reserve, Inc. (CCRI), an affiliate of the LDS Church, is the participating lessor and provided all of the construction financing. We own 100% of the leasehold interest in the retail buildings and property. CCRI has an option to purchase our interest at fair value at various points in time over the term of the lease. We expect an approximately 12% return at stabilization on our approximately $76 million investment, of which $75 million was paid to CCRI upon opening of the retail center.

In the United States, we have two projects that will begin construction in the second half of this year: two new regional malls in Sarasota, Florida and San Juan, Puerto Rico and a new outlet mall in Chesterfield, Missouri that began construction in the second quarter of 2012 (see "Liquidity and Capital Resources - Capital Spending - New Developments").

Acquisitions

In December 2011, we acquired The Mall at Green Hills in Nashville, Tennessee, and The Gardens on El Paseo and El Paseo Village in Palm Desert, California from affiliates of Davis Street Properties, LLC. The consideration for the properties was $560 million, excluding transaction costs. The consideration consisted of the assumption of $206 million of debt, approximately $281.5 million in installment notes, and the issuance of 1.3 million of Operating Partnership units. The number of partnership units issued was determined based on a value of $55 per unit. The partnership units will become eligible to be converted into common shares in December 2012. Prior to this date, holders have the ability to put the units back to us at the lesser of the current market price of Taubman Centers' common stock or $55 per share. The installment notes were secured by restricted cash, which was funded by borrowings under our line of credit, and were paid in full in February 2012. See "Note 2 - Acquisitions, Dispositions and Development" for a preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed at the dates of acquisition.

We expect the impact of these acquisitions to be about neutral to FFO per share in 2012, excluding approximately $4.5 million in positive adjustments for purchase accounting. The impact of these centers on net income in 2012 will also include approximately $21 million of depreciation and amortization. See “General Background and Performance Measurement – Use of Non-GAAP Measures” for the definition and discussion of NOI and FFO and see “Reconciliation of Net Income to Net Operating Income” and "Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations."

In December 2011, Taubman Asia acquired a 90% controlling interest in a Beijing-based retail real estate consultancy company with more than 200 staff across seven offices in Mainland China. The new company is named Taubman TCBL. The total consideration for the transaction was $23.7 million. Taubman Asia paid approximately $11.5 million in cash and credited the noncontrolling owners with approximately $11.9 million of capital in the newly formed company. The $11.5 million in cash includes approximately $10.2 million that was lent in August 2011 by Taubman Asia to the noncontrolling partners. Upon closing, the loan and $0.3 million of accrued interest were converted to capital and the remaining balance was paid in cash. Substantially all of the purchase price was allocated to goodwill in Taubman TCBL. Taubman Asia will fund any additional capital required by the business and will receive a preferred return on all capital contributed. The ownership agreements provide for the distribution of preferred returns on capital as well as returns of all such capital prior to the sharing of profits on relative ownership interests.

For the preceding acquisitions, we have not yet finalized our allocations of the purchase prices to the tangible and identifiable intangible assets and liabilities acquired. We are evaluating certain valuation information for assets and liabilities acquired to complete our allocations. A final determination of the required purchase price allocations will be made before the end of 2012.

32

Dispositions/Discontinued Operations

In December 2011, the mortgage lender for Regency Square accepted a deed in lieu of foreclosure on the property. As a result, title to the property was transferred to the mortgage lender, and we were relieved of the $72.2 million of debt obligations plus accrued interest.

In November 2011, the mortgage lender for The Pier Shops completed the foreclosure on the property. As a result, title to the property was transferred to the mortgage lender and we were relieved of the $135 million of debt obligations plus accrued interest.

Financial results of The Pier Shops and Regency Square are classified in discontinued operations for 2011 in the Consolidated Statement of Operations and Comprehensive Income.

Taubman Asia

In December 2011, Taubman Asia acquired a controlling interest in Taubman TCBL (see "Results of Operations - Acquisitions").

In September 2011, Taubman Asia agreed to partner with Shinsegae Group (Shinsegae), South Korea's largest retailer, on a shopping mall project in Hanam, Gyeonggi Province, South Korea (Hanam Project). We have invested $20.9 million for an interest in the project, however, we have the option to put our interest in the project after completion of our due diligence activities. The potential return of the investment, including a 7% return on the investment, is secured by a letter of credit from Shinsegae.

In September 2010, we entered into agreements to provide development, leasing and management services for IFC Mall in Yeouido, Seoul, South Korea. Currently under construction, the 430,000 square foot mall will feature over 110 retailers. In 2011, we recognized the first installment of the leasing success fee for our progress at IFC Mall and expect to recognize the second installment of the fee by the end of 2012. The project is 100% leased and is expected to open in August 2012.

Financings

In June 2012, a refinancing was completed on Westfarms, an Unconsolidated Joint Venture. See "Liquidity and Capital Resources" for more information regarding this transaction and other planned financings that are expected to affect net income in 2012 and future periods.

Center Operations

The NOI of our comparable centers in the second quarter of 2012 was up 8.2% over the same period in 2011, excluding lease cancellation income, primarily due to increased rents and net recoveries. For the six months ended June 30, 2012, NOI excluding lease cancellation income was up 8.8% from the comparable period in 2011. We now estimate that NOI of our comparable centers, excluding lease cancellation income, will be up in the range of 5% to 6% in 2012. Although rent is projected to contribute to the NOI growth for the remainder of the year, we anticipate volatility and seasonality of net recoveries to reduce comparable NOI growth over the next two quarters. For the six months ended June 30, 2012, we recognized our $1.5 million share of lease cancellation income. In 2012, we continue to expect our share of lease cancellation income to be about $3 million to $5 million, although there could be some risk in this forecast. See “General Background and Performance Measurement – Use of Non-GAAP Measures” for the definition and discussion of NOI and see “Reconciliation of Net Income to Net Operating Income.”

33

Comparison of the Three Months Ended June 30, 2012 to the Three Months Ended June 30, 2011

The following table sets forth operating results for the three months ended June 30, 2012 and June 30, 2011, showing the results of the Consolidated Businesses and Unconsolidated Joint Ventures:

	Three Months Ended June 30, 2012						Three Months Ended June 30, 2011
	CONSOLIDATED BUSINESSES			UNCONSOLIDATED JOINT VENTURES AT 100%(1)			CONSOLIDATED BUSINESSES			UNCONSOLIDATED JOINT VENTURES AT 100%(1)
	(in millions)
REVENUES:
Minimum rents	$	98.9		$	40.6		$	83.8		$	38.6
Percentage rents	2.0			1.2			1.6			0.9
Expense recoveries	62.2			23.6			54.3			22.0
Management, leasing, and development services	8.6						4.5
Other	7.7			1.4			5.4			1.5
Total revenues	$	179.5		$	66.8		$	149.4		$	62.9
EXPENSES:
Maintenance, taxes, utilities, and promotion	$	48.9		$	17.5		$	43.8		$	16.3
Other operating	19.9			4.3			15.8			3.6
Management, leasing, and development services	7.0						2.3
General and administrative	10.0						8.0
Interest expense	36.7			15.8			29.7			13.9
Depreciation and amortization (2)	36.2			9.0			34.4			9.2
Total expenses	$	158.8		$	46.6		$	134.1		$	43.1
Nonoperating income	0.1						0.7
Income from continuing operations before income tax expense and equity in income of Unconsolidated Joint Ventures	20.8			$	20.2		16.0			$	19.8
Income tax expense	(0.5		)				—
Equity in income of Unconsolidated Joint Ventures (2)	11.2						10.9
Income from continuing operations	$	31.4					$	26.9
Discontinued operations (3)							(6.6		)
Net income	$	31.4					$	20.3
Net income attributable to noncontrolling interests:
Noncontrolling share of income of consolidated joint ventures	(2.9		)				(2.8		)
TRG Series F preferred distributions							(0.6		)
Noncontrolling share of income of TRG - from continuing operations	(8.1		)				(6.5		)
Noncontrolling share of loss of TRG - from discontinued operations							2.0
Distributions to participating securities of TRG	(0.4		)				(0.4		)
Preferred stock dividends	(3.7		)				(3.7		)
Net income attributable to Taubman Centers, Inc. common shareowners	$	16.4					$	8.3
SUPPLEMENTAL INFORMATION (4):
EBITDA – 100%	$	93.7		$	45.0		$	81.2		$	43.0
EBITDA – outside partners' share	(9.4		)	(20.2		)	(8.7		)	(19.5		)
Beneficial interest in EBITDA	$	84.3		$	24.8		$	72.5		$	23.5
Beneficial interest expense	(32.5		)	(8.2		)	(32.7		)	(7.2		)
Beneficial income tax expense	(0.5		)				—
Non-real estate depreciation	(0.7		)				(0.6		)
Preferred dividends and distributions	(3.7		)				(4.3		)
Funds from Operations contribution	$	47.0		$	16.5		$	35.0		$	16.3

(1) With the exception of the Supplemental Information, amounts include 100% of the Unconsolidated Joint Ventures. Amounts are net of intercompany transactions. The Unconsolidated Joint Ventures are presented at 100% in order to allow for measurement of their performance as a whole, without regard to our ownership interest. In our consolidated financial statements, we account for investments in the Unconsolidated Joint Ventures under the equity method.

(2) Amortization of our additional basis in the Operating Partnership included in depreciation and amortization was $1.2 million in both 2012 and 2011. Also, amortization of our additional basis included in equity in income of Unconsolidated Joint Ventures was $0.5 million in both 2012 and 2011.

(3) Includes the operations of The Pier Shops and Regency Square.

(4) See “General Background and Performance Measurement – Use of Non-GAAP Measures” for the definition and discussion of EBITDA and FFO.

(5) Amounts in this table may not add due to rounding.

34

Consolidated Businesses

Total revenues for the quarter ended June 30, 2012 were $179.5 million, a $30.1 million or 20.1% increase from the comparable period in 2011. Minimum rents increased by $15.1 million primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village, which we acquired in December 2011, and City Creek Center which opened in March 2012. Minimum rents also increased due to increases in average rent per square foot and average occupancy. Expense recoveries increased primarily due to City Creek Center, The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village and an increase in fixed CAM revenue as a result of higher occupancy. Management, leasing, and development income increased primarily due to an increase in revenue related to Taubman TCBL. Other income increased primarily due to one-time income associated with opening City Creek Center and an increase in sponsorship revenue.

Total expenses were $158.8 million, a $24.7 million or 18.4% increase from the comparable period in 2011. Maintenance, taxes, utilities, and promotion expense increased primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village, and City Creek Center. Other operating expense increased primarily due to City Creek Center, The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village and an increase in center-related property management and maintenance costs. Management, leasing, and development costs increased primarily due to Taubman TCBL. General and administrative expense increased primarily due to increased compensation expense and professional fees. Interest expense increased primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village and the November 2011 refinancing of the International Plaza loan at a higher interest rate. Depreciation expense increased primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village and City Creek Center, partially offset by changes in depreciable lives of tenant allowances in connection with early terminations in 2011.

Unconsolidated Joint Ventures

Total revenues for the three months ended June 30, 2012 were $66.8 million, up $3.9 million or 6.2% over the comparable period in 2011. Minimum rents increased primarily due to increases in average occupancy and average rent per square foot. Expense recoveries increased due to increased expenses and fixed CAM revenue as a result of higher occupancy.

Total expenses increased by $3.5 million or 8.1%, to $46.6 million for the three months ended June 30, 2012. Maintenance, taxes, utilities and promotion expense increased primarily due to increased maintenance costs at certain centers. Interest expense increased due to the July 2011 refinancing of the Fair Oaks loan at a higher rate.

As a result of the foregoing, income of the Unconsolidated Joint Ventures increased by $0.4 million or 2.0% to $20.2 million for the three months ended June 30, 2012. Our equity in income of the Unconsolidated Joint Ventures was $11.2 million, a $0.3 million or 2.8% increase from the comparable period in 2011.

Net Income

Our income from continuing operations was $31.4 million for the three months ended June 30, 2012, compared to $26.9 million for the three months ended June 30, 2011. Net income was $31.4 million for the three months ended June 30, 2012 compared to $20.3 million for the three months ended June 30, 2011, with the 2011 period reflecting a $6.6 million loss from discontinued operations. After allocation of income to noncontrolling, preferred, and participating interests, the net income attributable to Taubman Centers, Inc. common shareowners for the three months ended June 30, 2012 was $16.4 million compared to $8.3 million in the comparable period in 2011.

FFO and FFO per Share

Our FFO was $63.5 million for the three months ended June 30, 2012 compared to $51.2 million for the three months ended June 30, 2011. FFO per diluted share was $0.73 in 2012 compared to $0.61 in the comparable period in 2011. See “General Background and Performance Measurement – Use of Non-GAAP Measures” for the definition of FFO and “Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations.”

35

Comparison of the Six Months Ended June 30, 2012 to the Six Months Ended June 30, 2011

The following table sets forth operating results for the six months ended June 30, 2012 and June 30, 2011, showing the results of the Consolidated Businesses and Unconsolidated Joint Ventures:

	Six Months Ended June 30, 2012						Six Months Ended June 30, 2011
	CONSOLIDATED BUSINESSES			UNCONSOLIDATED JOINT VENTURES AT 100%(1)			CONSOLIDATED BUSINESSES			UNCONSOLIDATED JOINT VENTURES AT 100%(1)
	(in millions)
REVENUES:
Minimum rents	$	192.7		$	79.2		$	166.6		$	77.4
Percentage rents	6.5			3.4			4.9			2.3
Expense recoveries	118.7			46.3			105.7			44.2
Management, leasing, and development services	17.2						10.3
Other	13.7			3.1			11.5			2.4
Total revenues	$	348.7		$	132.1		$	299.0		$	126.3
EXPENSES:
Maintenance, taxes, utilities, and promotion	$	90.6		$	33.6		$	84.5		$	32.5
Other operating	36.2			7.9			32.9			7.4
Management, leasing, and development services	15.5						4.6
General and administrative	18.5						15.3
Interest expense	74.2			31.5			59.5			29.5
Depreciation and amortization (2)	72.7			17.6			66.4			18.6
Total expenses	$	307.7		$	90.6		$	263.2		$	88.0
Nonoperating income	0.2			—			0.8			—
Income from continuing operations before income tax expense and equity in income of Unconsolidated Joint Ventures	41.3			$	41.5		36.6			$	38.3
Income tax expense	(0.7		)				(0.2		)
Equity in income of Unconsolidated Joint Ventures (2)	23.1						21.0
Income from continuing operations	$	63.6					$	57.4
Discontinued operations (3)	—						(12.7		)
Net income	$	63.6					$	44.7
Net income attributable to noncontrolling interests:
Noncontrolling share of income of consolidated joint ventures	(4.7		)				(6.2		)
TRG Series F preferred distributions							(1.2		)
Noncontrolling share of income of TRG - from continuing operations	(16.9		)				(14.1		)
Noncontrolling share of loss of TRG - from discontinued operations							4.0
Distributions to participating securities of TRG	(0.8		)				(0.8		)
Preferred stock dividends	(7.3		)				(7.3		)
Net income attributable to Taubman Centers, Inc. common shareowners	$	33.9					$	19.1
SUPPLEMENTAL INFORMATION (4):
EBITDA – 100%	$	188.1		$	90.6		$	164.5		$	86.4
EBITDA – outside partners' share	(17.9		)	(40.7		)	(17.5		)	(39.2		)
Beneficial interest in EBITDA	$	170.3		$	49.9		$	147.0		$	47.2
Beneficial interest expense	(65.8		)	(16.3		)	(64.8		)	(15.3		)
Beneficial income tax expense	(0.7		)				(0.2		)
Non-real estate depreciation	(1.3		)				(1.3		)
Preferred dividends and distributions	(7.3		)				(8.5		)
Funds from Operations contribution	$	95.1		$	33.6		$	72.1		$	31.9

(1) With the exception of the Supplemental Information, amounts include 100% of the Unconsolidated Joint Ventures. Amounts are net of intercompany transactions. The Unconsolidated Joint Ventures are presented at 100% in order to allow for measurement of their performance as a whole, without regard to our ownership interest. In our consolidated financial statements, we account for investments in the Unconsolidated Joint Ventures under the equity method.

(2) Amortization of our additional basis in the Operating Partnership included in depreciation and amortization was $2.5 million in both 2012 and 2011. Also, amortization of our additional basis included in equity in income of Unconsolidated Joint Ventures was $1.0 million in both 2012 and 2011.

(3) Includes the operations of The Pier Shops and Regency Square.

(4) See “General Background and Performance Measurement – Use of Non-GAAP Measures” for the definition and discussion of EBITDA and FFO.

(5) Amounts in this table may not add due to rounding.

36

Consolidated Businesses

Total revenues for the six months ended June 30, 2012 were $348.7 million, a $49.7 million or 16.6% increase from the comparable period in 2011. Minimum rents increased by $26.1 million primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village, which we acquired in December 2011 and City Creek Center, which opened in March 2012. Minimum rents also increased due to increases in average rent per square foot and average occupancy. Percentage rents increased primarily due to higher tenant sales. Expense recoveries increased primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village, and City Creek Center, and an increase in fixed CAM revenue as a result of higher occupancy. Management, leasing, and development income increased primarily due to an increase in revenue related to Taubman TCBL and reimbursable third-party costs, partially offset by a one-time collection of past due development fees in 2011 for services provided on the Riverstone project in Songdo International Business District, Incheon, South Korea. We now expect our share of net management leasing and development income to be about $6 million in 2012. Other income increased primarily due to an increase in sponsorship revenue and income from City Creek Center.

Total expenses were $307.7 million, a $44.5 million or 16.9% increase from the comparable period in 2011. Maintenance, taxes, utilities, and promotion expense increased primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village, and City Creek Center. Other operating expense increased primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village and City Creek Center, an increase in center-related property management costs offset by a reduction in bad debt and pre-development costs. In 2012, we continue to expect our share of pre-development expenses, including both U.S. and Asia, to be about $21 million. Management, leasing, and development costs increased primarily due to increased costs relating to Taubman TCBL and reimbursable third-party costs. General and administrative expense increased primarily due to increased compensation expense and professional fees. We expect general and administrative expense to be somewhat over $9 million each quarter for the remainder of the year. Interest expense increased primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village and the November 2011 refinancing of the International Plaza loan at a higher interest rate. Interest expense was also impacted by the July 2011 refinancing of our primary line of credit at a higher rate. Depreciation expense increased primarily due to The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village, and City Creek Center, partially offset by changes in depreciable lives of tenant allowances in connection with early terminations in 2011.

Unconsolidated Joint Ventures

Total revenues for the six months ended June 30, 2012 were $132.1 million, up $5.8 million or 4.6% over the comparable period in 2011. Minimum rents increased primarily due to increases in average occupancy and average rent per square foot. Percentage rents increased primarily due to higher tenant sales. Expense recoveries increased due to an increase in fixed CAM revenue as a result of higher occupancy and increased expenses chargeable to net CAM tenants.

Total expenses increased by $2.6 million or 3.0%, to $90.6 million for the six months endedJune 30, 2012. Maintenance, taxes, utilities and promotion expense increased primarily due to increased maintenance costs at certain centers. Interest expense increased primarily due to the July 2011 refinancing of the Fair Oaks loan at a higher rate.

As a result of the foregoing, income of the Unconsolidated Joint Ventures increased by $3.2 million or 8.4% to $41.5 million for the six months endedJune 30, 2012. Our equity in income of the Unconsolidated Joint Ventures was $ 23.1 million, a $2.1 million or 10.0% increase from the comparable period in 2011.

Net Income

Our income from continuing operations was $63.6 million for the six months ended June 30, 2012, compared to $57.4 million for the six months endedJune 30, 2011. Net income was $63.6 million for the six months endedJune 30, 2012 compared to $44.7 million for the six months endedJune 30, 2011, with the 2011 period reflecting a $12.7 million loss from discontinued operations. After allocation of income to noncontrolling, preferred, and participating interests, the net income attributable to Taubman Centers, Inc. common shareowners for the six months endedJune 30, 2012 was $33.9 million compared to $19.1 million in the comparable period in 2011.

FFO and FFO per Share

Our FFO was $128.7 million for the six months endedJune 30, 2012 compared to $104.0 million for the six months endedJune 30, 2011. FFO per diluted share was $1.47 in 2012 compared to $1.24 in the comparable period in 2011. See “General Background and Performance Measurement – Use of Non-GAAP Measures” for the definition of FFO and “Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations.”

37

Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations
	Three Months Ended June 30
	2012							2011
	Dollars in millions			Diluted Shares/ Units	Per Share/ Unit			Dollars in millions			Diluted Shares/ Units	Per Share/ Unit
Net income attributable to TCO common shareowners – basic	$	16.4		58,789,737	$	0.28		$	8.3		56,186,216	$	0.15
Add impact of share-based compensation	0.1			1,411,648				0.1			1,583,249
Net income attributable to TCO common shareowners – diluted	$	16.5		60,201,385	$	0.27		$	8.4		57,769,465	$	0.15
Add depreciation of TCO’s additional basis	1.7				0.03			1.7				0.03
Net income attributable to TCO common shareowners, excluding step-up depreciation	$	18.2		60,201,385	$	0.30		$	10.2		57,769,465	$	0.18
Add:
Noncontrolling share of income of TRG - continuing operations	8.1			26,439,387				6.5			25,158,886
Noncontrolling share of loss of TRG - discontinued operations								(2.0		)
Distributions to participating securities	0.4			871,262				0.4			871,262
Net income attributable to partnership unitholders and participating securities	$	26.7		87,512,034	$	0.31		$	15.0		83,799,613	$	0.18
Add (less) depreciation and amortization (1):
Consolidated businesses at 100% - continuing operations	36.2				0.41			34.4				0.41
Consolidated businesses at 100% - discontinued operations								1.9				0.02
Depreciation of TCO’s additional basis	(1.7		)		(0.02		)	(1.7		)		(0.02		)
Noncontrolling partners in consolidated joint ventures	(2.3		)		(0.03		)	(3.1		)		(0.04		)
Share of Unconsolidated Joint Ventures	5.4				0.06			5.4				0.06
Non-real estate depreciation	(0.7		)		(0.01		)	(0.6		)		(0.01		)
Less impact of share-based compensation	(0.1		)		—			(0.1		)		—
Funds from Operations	$	63.5		87,512,034	$	0.73		$	51.2		83,799,613	$	0.61
TCO's average ownership percentage of TRG	69.0		%					69.1		%
Funds from Operations attributable to TCO	$	43.8			$	0.73		$	35.4			$	0.61
Funds from Operations								$	51.2		83,799,613	$	0.61
The Pier Shops' and Regency Square's negative FFO								4.7				0.06
Funds from Operations, excluding The Pier Shops and Regency Square								$	55.9		83,799,613	$	0.67
TCO's average ownership percentage of TRG								69.1		%
Funds from Operations attributable to TCO, excluding The Pier Shops and Regency Square								$	38.6			$	0.67

(1) Depreciation includes $5.2 million and $4.2 million of mall tenant allowance amortization for the three months ended June 30, 2012 and 2011, respectively.

(2) Amounts in this table may not recalculate due to rounding.

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Reconciliation of Net Income Attributable to Taubman Centers, Inc. Common Shareowners to Funds from Operations
	Six Months Ended June 30
	2012							2011
	Dollars in millions			Diluted Shares/ Units	Per Share/ Unit			Dollars in millions			Diluted Shares/ Units	Per Share/ Unit
Net income attributable to TCO common shareowners – basic	$	33.9		58,518,442	$	0.58		$	19.1		55,875,329	$	0.34
Add impact of share-based compensation	0.3			1,536,180				0.2			1,507,547
Net income attributable to TCO common shareowners – diluted	$	34.2		60,054,622	$	0.57		$	19.2		57,382,876	$	0.34
Add depreciation of TCO’s additional basis	3.4				0.06			3.4				0.06
Net income attributable to TCO common shareowners, excluding step-up depreciation	$	37.6		60,054,622	$	0.63		$	22.7		57,376,876	$	0.40
Add:
Noncontrolling share of income of TRG - continuing operations	16.9			26,459,564				14.1			25,286,721
Noncontrolling share of loss of TRG - discontinued operations								(4.0		)
Distributions to participating securities	0.8			871,262				0.8			871,262
Net income attributable to partnership unitholders and participating securities	$	55.3		87,385,448	$	0.63		$	33.6		83,534,859	$	0.40
Add (less) depreciation and amortization (1):
Consolidated businesses at 100% - continuing operations	72.7				0.83			66.4				0.80
Consolidated businesses at 100% - discontinued operations								3.7				0.04
Depreciation of TCO’s additional basis	(3.4		)		(0.04		)	(3.4		)		(0.04		)
Noncontrolling partners in consolidated joint ventures	(4.8		)		(0.05		)	(5.7		)		(0.07		)
Share of Unconsolidated Joint Ventures	10.5				0.12			10.9				0.13
Non-real estate depreciation	(1.3		)		(0.01		)	(1.3		)		(0.02		)
Less impact of share-based compensation	(0.3		)		—			(0.2		)		—
Funds from Operations	$	128.7		87,385,448	$	1.47		$	104.0		83,534,859	$	1.24
TCO's average ownership percentage of TRG	68.9		%					68.8		%
Funds from Operations attributable to TCO	$	88.6			$	1.47		$	71.6			$	1.24
Funds from Operations								$	104.0		83,534,859	$	1.24
The Pier Shops' and Regency Square's negative FFO								9.0				0.11
Funds from Operations, excluding The Pier Shops and Regency Square								$	113.0		83,534,859	$	1.35
TCO's average ownership percentage of TRG								68.8		%
Funds from Operations attributable to TCO, excluding The Pier Shops and Regency Square								$	77.8			$	1.35

(1) Depreciation includes $10.1 million and $8.4 million of mall tenant allowance amortization for the six months ended June 30, 2012 and 2011, respectively.

(2) Amounts in this table may not recalculate due to rounding.

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Reconciliation of Net Income to Beneficial Interest in EBITDA
	Three Months Ended June 30						Six Months Ended June 30
	(in millions)
	2012			2011			2012			2011
Net income	$	31.4		$	20.3		$	63.6		$	44.7
Add (less) depreciation and amortization:
Consolidated businesses at 100% - continuing operations	36.2			34.4			72.7			66.4
Consolidated businesses at 100% - discontinued operations				1.9						3.7
Noncontrolling partners in consolidated joint ventures	(2.3		)	(3.1		)	(4.8		)	(5.7		)
Share of Unconsolidated Joint Ventures	5.4			5.4			10.5			10.9
Add (less) interest expense and income tax expense:
Interest expense:
Consolidated businesses at 100% - continuing operations	36.7			29.7			74.2			59.5
Consolidated businesses at 100% - discontinued operations				5.8						11.0
Noncontrolling partners in consolidated joint ventures	(4.2		)	(2.7		)	(8.4		)	(5.6		)
Share of Unconsolidated Joint Ventures	8.2			7.2			16.3			15.3
Share of income tax expense	0.5			—			0.7			0.2
Less noncontrolling share of income of consolidated joint ventures	(2.9		)	(2.8		)	(4.7		)	(6.2		)
Beneficial interest in EBITDA	$	109.0		$	96.0		$	220.1		$	194.2
TCO's average ownership percentage of TRG	69.0		%	69.1		%	68.9		%	68.8		%
Beneficial interest in EBITDA attributable to TCO	$	75.3		$	66.3		$	151.6		$	133.7

(1) Amounts in this table may not add due to rounding.

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Reconciliation of Net Income to Net Operating Income
	Three Months Ended June 30						Six Months Ended June 30
	(in millions)
	2012			2011			2012			2011
Net income	$	31.4		$	20.3		$	63.6		$	44.7
Add (less) depreciation and amortization:
Consolidated businesses at 100% - continuing operations	36.2			34.4			72.7			66.4
Consolidated businesses at 100% - discontinued operations				1.9						3.7
Noncontrolling partners in consolidated joint ventures	(2.3		)	(3.1		)	(4.8		)	(5.7		)
Share of Unconsolidated Joint Ventures	5.4			5.4			10.5			10.9
Add (less) interest expense and income tax expense:
Interest expense:
Consolidated businesses at 100% - continuing operations	36.7			29.7			74.2			59.5
Consolidated businesses at 100% - discontinued operations				5.8						11.0
Noncontrolling partners in consolidated joint ventures	(4.2		)	(2.7		)	(8.4		)	(5.6		)
Share of Unconsolidated Joint Ventures	8.2			7.2			16.3			15.3
Share of income tax expense	0.5			—			0.7			0.2
Less noncontrolling share of income of consolidated joint ventures	(2.9		)	(2.8		)	(4.7		)	(6.2		)
Add EBITDA attributable to outside partners:
EBITDA attributable to noncontrolling partners in consolidated joint ventures	9.4			8.7			17.9			17.5
EBITDA attributable to outside partners in Unconsolidated Joint Ventures	20.2			19.5			40.7			39.2
EBITDA at 100%	$	138.7		$	124.2		$	278.7		$	250.9
Add (less) items excluded from shopping center Net Operating Income:
General and administrative expenses	10.0			8.0			18.5			15.3
Management, leasing, and development services, net	(1.6		)	(2.2		)	(1.7		)	(5.7		)
Gain on sale of peripheral land				(0.5		)				(0.5		)
Interest income	(0.1		)	(0.2		)	(0.2		)	(0.3		)
Straight-line rents	(1.8		)	(0.3		)	(2.5		)	(0.5		)
Non-center specific operating expenses and other	8.5			7.5			15.4			14.8
Net Operating Income at 100% - all centers	$	153.8		$	136.6		$	308.2		$	273.9
Less - Net Operating Income of non-comparable centers (1)	(7.0		)	(1.1		)	(12.8		)	(1.9		)
Net Operating Income at 100% - comparable centers	146.7			135.5			295.4			272.1
Lease cancellation income	(1.0		)	(0.8		)	(1.9		)	(2.2		)
Net Operating Income at 100% excluding lease cancellation income (2)	$	145.8		$	134.7		$	293.5		$	269.9

(1) Includes City Creek Center, The Mall at Green Hills, The Gardens on El Paseo, and El Paseo Village in 2012. Includes The Pier Shops and Regency Square in 2011.

(2) See "General Background and Performance Measurement - Use of Non-GAAP Measures" for a discussion of the use and utility of Net Operating Income excluding lease cancellation income as a performance measure.

(3) Amounts in this table may not recalculate due to rounding.

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Liquidity and Capital Resources

Our internally generated funds and distributions from operating centers and other investing activities, augmented by use of our existing lines of credit, provide resources to maintain our current operations and assets and pay dividends. Generally, our need to access the capital markets is limited to refinancing debt obligations at or near maturity and funding major capital investments. From time to time, we also may access the equity markets to raise additional funds or refinance existing obligations on a strategic basis. See “Capital Spending” for more details. Market conditions may limit our sources of funds for these financing activities and our ability to refinance our debt obligations at present principal amounts, interest rates, and other terms.

We are financed with property-specific secured debt and we have three unencumbered center properties (Willow Bend, Stamford Town Center - a 50% owned Unconsolidated Joint Venture property, and City Creek Center).

As of June 30, 2012, we had a consolidated cash balance of $45.2 million. We also have secured lines of credit of $650 million and $65 million, as of June 30, 2012. The availability under these facilities as of June 30, 2012, after considering then outstanding loan balances and outstanding letters of credit, was $404.0 million. Thirteen banks participate in our $650 million line of credit and the failure of one bank to fund a draw on our line does not negate the obligation of the other banks to fund their pro-rata shares.

In June 2012, a 10-year, $320 million non-recourse refinancing was completed on Westfarms, a 79% owned Unconsolidated Joint Venture.  The payments on the loan, which bears interest at an all-in fixed rate of 4.53%, are based on amortizing principal over 30 years.  The existing $179.4 million, 6.10% fixed rate loan was paid off and our $110 million share of excess proceeds was used to pay down our revolving lines of credit. 

We also expect to refinance our loans on Sunvalley, a 50% owned Unconsolidated Joint Venture. We expect to refinance the $115 million Sunvalley loan, $57.5 million at our beneficial share, in the third quarter of 2012. The loan matures in November 2012 and is prepayable without penalty beginning in August 2012. Currently the loan is fixed at 5.67%. At current rates, we would expect to refinance this loan at about 4.5%. The $30 million Taubman Land Associates (Sunvalley entity) loan, $15 million at our beneficial share, also matures in November 2012 and is prepayable without penalty at any time in August 2012. We expect to refinance this loan in the fourth quarter of 2012. Currently the loan is swapped to an effective rate of 5.95% until maturity. At current rates, we would expect to refinance this loan at about 4%. Collectively, our share of excess proceeds on these loans is expected to be approximately $36 million.

We have a commitment with two insurance companies to refinance the loan at The Mall at Millenia, a 50% Unconsolidated Joint Venture.  In October 2012, we expect to defease the existing $197.8 million, $98.9 million at our beneficial share, 5.46% fixed rate loan which matures in April 2013.  We expect to incur defeasance charges of approximately $3.2 million, $1.6 million at our beneficial share.  The new 12-year, non-recourse, $350 million loan, $175 million at our beneficial share, will bear interest at a 4.0% fixed rate. We expect our share of excess proceeds on this loan to be approximately $73.5 million.

Summaries of Capital Activities and Transactions for the Six Months Ended June 30, 2012 and 2011

Operating Activities

Our net cash provided by operating activities was $145.6 million in 2012, compared to $124.6 million in 2011. See also “Results of Operations” for descriptions of 2012 and 2011 transactions affecting operating cash flows.

Investing Activities

Net cash provided by investing activities was $288.0 million in 2012, compared to $25.3 million used in investing activities in 2011. Additions to properties in 2012 related primarily to the $75 million paid upon the opening of City Creek Center, costs of the new centers under development, tenant improvements at existing centers, and other capital items. Additions to properties in 2011 related primarily to the purchase of the space vacated by Saks Fifth Avenue at Cherry Creek Shopping Center, tenant improvements at existing centers and other capital items. A tabular presentation of 2012 capital spending is shown in “Capital Spending.” Net proceeds from the sales of peripheral land were $3.7 million in 2011. There were no land sales in 2012. The timing of land sales is variable and proceeds from land sales can vary significantly from period to period. Repayments of notes receivable were $5.3 million and $0.8 million in 2012 and 2011, respectively. The amount in 2012 included the $5.1 million that was repaid by the joint venture partners at Westfarms related to their share of the litigation charges, which were paid in 2009. Restricted cash in 2012 was used to repay the $281.5 million of installment notes that were issued as part of the consideration for the acquired centers in 2011 (see "Results of Operations - Acquisitions").

42

Sources of cash used in funding these investing activities other than cash flows from operating activities included distributions from Unconsolidated Joint Ventures. Distributions in excess of income from Unconsolidated Joint Ventures provided $114.3 million in 2012, compared to $7.6 million in 2011. The amount in 2012 included $110 million of excess proceeds from the Westfarms refinancing which was used to pay down our revolving lines of credit.

Financing Activities

Net cash used in financing activities was $412.4 million in 2012 compared to $101.9 million in 2011. Payments of debt were $24.8 million in 2012. Payments of debt and issuance costs were $152.5 million in 2011. Installment notes issued in connection with the acquisitions of centers in 2011 were repaid in February 2012. In 2011, $111.9 million was received from issuing new shares of common stock, net of offering costs. In 2012, $10.1 million was paid in connection with incentive plans, compared to $2.0 million in 2011. Contributions from noncontrolling interests were $0.2 million in 2012 compared to $31.7 million in 2011, which included contributions to fund the paydown of the International Plaza loan and the purchase of the space vacated by Saks Fifth Avenue at Cherry Creek. Total dividends and distributions paid were $96.2 million and $91.0 million in 2012 and 2011, respectively.

Beneficial Interest in Debt

At June 30, 2012, the Operating Partnership's debt and its beneficial interest in the debt of its Consolidated Businesses and Unconsolidated Joint Ventures totaled $3,195.6 million, with an average interest rate of 4.89% excluding amortization of debt issuance costs and interest rate hedging costs. These costs are reported as interest expense in the results of operations. Interest expense includes non-cash amortization of premiums relating to acquisitions. On an annualized basis, this amortization of acquisition premiums is equal to 0.11% of the average all-in rate. Beneficial interest in debt includes debt used to fund development and expansion costs. Beneficial interest in construction work in progress totaled $71.1 million as of June 30, 2012, which includes $15.5 million of assets on which interest is being capitalized. The following table presents information about our beneficial interest in debt as of June 30, 2012:

	Amount		Interest Rate Including Spread
	(in millions)
Fixed rate debt	$	2,611.5	5.27	%	(1)
Floating rate debt:
Swapped through October 2012	15.0		5.95	%
Swapped through April 2018	137.5		4.10	%
Swapped through August 2020	124.5		4.99	%
	$	277.0	4.60	%	(1)
Floating month to month	307.1		1.92	%	(1)
Total floating rate debt	$	584.1	3.19	%	(1)
Total beneficial interest in debt	$	3,195.6	4.89	%	(1)
Amortization of financing costs (2)			0.18	%
Average all-in rate			5.07	%

(1) Represents weighted average interest rate before amortization of financing costs.

(2) Financing costs include debt issuance costs and costs related to interest rate agreements of certain fixed rate debt.

(3) Amounts in table may not add due to rounding.

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Sensitivity Analysis

We have exposure to interest rate risk on our debt obligations and interest rate instruments. We use derivative instruments primarily to manage exposure to interest rate risks inherent in variable rate debt and refinancings. We routinely use cap, swap, and treasury lock agreements to meet these objectives. Based on the Operating Partnership's beneficial interest in floating rate debt in effect at June 30, 2012, a one percent increase in interest rates on this floating rate debt would decrease cash flows and annual earnings by approximately $3.1 million, while a one percent decrease in interest rates (or to zero percent for LIBOR rates that are below one percent) would increase cash flows and annual earnings by $0.7 million. Based on our consolidated debt and interest rates in effect at June 30, 2012, a one percent increase in interest rates would decrease the fair value of debt by approximately $84.8 million, while a one percent decrease in interest rates would increase the fair value of debt by approximately $89.2 million.

Loan Commitments and Guarantees

Certain loan agreements contain various restrictive covenants, including a minimum net worth requirement, a maximum leverage ratio, minimum interest coverage ratios, a minimum debt yield ratio, a maximum payout ratio on distributions, and a minimum fixed charges coverage ratio, the latter being the most restrictive. We are in compliance with all of our covenants and loan obligations at June 30, 2012. The maximum payout ratio on distributions covenant limits the payment of distributions generally to 95% of funds from operations, as defined in the loan agreements, except as required to maintain our tax status, pay preferred distributions, and for distributions related to the sale of certain assets. See “Note 5 – Beneficial Interest in Debt and Interest Expense – Debt Covenants and Guarantees” to our consolidated financial statements for more details on loan guarantees.

Cash Tender Agreement

A. Alfred Taubman has the annual right to tender units of partnership interest in the Operating Partnership and cause us to purchase the tendered interests at a purchase price based on a market valuation of TCO on the trading date immediately preceding the date of the tender. See “Note 9 – Commitments and Contingencies – Cash Tender” to our consolidated financial statements for more details.

Capital Spending

New Developments

City Creek Center, a mixed-use project in Salt Lake City, Utah, opened in March 2012. At opening, we paid $75 million to CCRI and the $25 million letter of credit that was previously issued to CCRI to secure the payment was cancelled (see "Results of Operations - Development").

In the United States, we have two projects that will begin construction in the second half of this year: two new regional malls in Sarasota, Florida and San Juan, Puerto Rico and a new outlet mall in Chesterfield, Missouri that began construction in the second quarter of 2012. Internally generated funds, excess proceeds from refinancings of maturing debt obligations, and borrowings under our lines of credit would be sufficient to finance these projects, but we also expect construction loan financing to be available.

In Sarasota, the zoning is complete for The Mall at University Town Center. We have finalized our agreements with the landowner, and we will each own and fund 50% of the project. We will be responsible for management, leasing and development of the center. The nearly 900,000 square foot center will be anchored by Saks Fifth Avenue, Macy's and Dillard's. We expect to begin construction in November 2012, with an opening in October 2014. We expect an 8% to 8.5% unlevered return on our share of the approximately $315 million total project cost.

We are also ready to begin construction on The Mall of San Juan in San Juan, Puerto Rico. The 640,000 square foot center will be anchored by the island's first Nordstrom and Saks Fifth Avenue. In July 2012, we closed on the purchase of the land. Sitework is set to begin in August 2012, and we are targeting a fall 2014 opening. We will own 80% of the center and expect to loan our partner up to 50% of their required capital contribution. The casino and hotel being developed by the landowner will connect to and are expected to open with the center. We are expecting an 8% to 8.5% unlevered return on our share of the approximately $405 million center project cost.

44

Taubman Prestige Outlets Chesterfield, our project in the St. Louis market, is on schedule. In July 2012, we closed on the purchase of the land and secured our final Site Improvement Plan approval, the culmination of a year-long intensive process which includes receiving many sequential approvals. We now have all of our necessary local, state and federal approvals to build the shopping center and have begun construction. The 450,000 square foot open-air outlet shopping center will feature more than 100 stores and is expected to open in October 2013. We expect an 8% to 8.5% unlevered return on our 90% share of the approximately $150 million total project cost.

In Asia, we are waiting for government approval of our joint venture agreement for our first project in China. The project is located in a second-tier city in central China with over eight million people. We intend to partner with a leading Chinese department store and a local developer. We will be responsible for programming and planning the center, and we will be leading the leasing effort. The center will be part of a large mixed-use project expected to be over five million square feet. We will be investing in the retail portion only, which will be over one million square feet with over half of that in mall specialty stores and expect to open in the third quarter of 2015. We are hopeful we will be in a position to announce the name and location of the center in the near future. Our anticipated investment will be somewhat over $100 million for a 30% equity interest in the retail portion of the project. We are expecting a 6% unlevered return at stabilization. With assumed growth rates in excess of 10%, the unlevered internal rate of return is expected to be comparable to our projects in the U.S., in the mid to high teens.

Later this year, we expect to announce a similar project in another second-tier city in central China. This project would partner with the same leading Chinese department store and a different local developer, and would have similar roles for our Company. This would be a stand-alone retail project of over one million square feet, with over half of the space devoted to specialty stores. We expect our equity ownership, size of the investment, the anticipated unlevered returns, and the growth rates will all be similar to the first project.

We continue to work on a number of projects in Korea, and are hopeful to be in a position to announce one of them this year.

2012 Capital Spending

Capital spending for routine maintenance of the shopping centers is generally recovered from tenants. Capital spending through June 30, 2012, is summarized in the following table:

	2012 (1)
	Consolidated Businesses		Beneficial Interest in Consolidated Businesses		Unconsolidated Joint Ventures		Beneficial Interest in Unconsolidated Joint Ventures
	(in millions)
New development projects (2)	$	86.1	$	85.6
Existing centers:
Projects with no incremental GLA and other	2.5		1.9		$	1.7	$	0.9
Mall tenant allowances	15.7		15.6		2.4		1.1
Asset replacement costs recoverable from tenants	8.7		7.8		1.3		0.7
Corporate office improvements, technology, equipment, and other	0.5		0.5
Total	$	113.4	$	111.4	$	5.3	$	2.6

(1) Costs are net of intercompany profits and are computed on an accrual basis.

(2) Includes the $75 million paid at opening of City Creek Center and costs related to our Sarasota, Florida; San Juan, Puerto Rico; and Chesterfield, Missouri projects.

(3) Amounts in this table may not add due to rounding.

For the six months endedJune 30, 2012, in addition to the costs above, we incurred our $2.7 million share of Consolidated Businesses’ and $0.8 million share of Unconsolidated Joint Ventures’ capitalized leasing costs.

45

The following table presents a reconciliation of the Consolidated Businesses’ capital spending shown above (on an accrual basis) to additions to properties (on a cash basis) as presented in our Consolidated Statement of Cash Flows for the six months endedJune 30, 2012:

	(in millions)
Consolidated Businesses’ capital spending	$	113.4
Differences between cash and accrual basis	5.2
Additions to properties	$	118.6

Planned 2012 Capital Spending

The following table summarizes planned capital spending for 2012, including actual spending through June 30, 2012 and anticipated spending for the remainder of the year:

	2012 (1)
	Consolidated Businesses		Beneficial Interest in Consolidated Businesses		Unconsolidated Joint Ventures		Beneficial Interest in Unconsolidated Joint Ventures
	(in millions)
New development projects (2)	$	174.1	$	159.7	$	93.8	$	46.9
Existing centers:
Projects with incremental GLA or anchor replacement	8.8		8.8
Projects with no incremental GLA and other	10.4		7.2		3.8		1.9
Mall tenant allowances	34.6		33.4		8.7		4.7
Asset replacement costs recoverable from tenants	25.0		23.4		17.7		9.6
Corporate office improvements, technology, equipment, and other	2.7		2.7
Total	$	255.6	$	235.2	$	123.9	$	63.2

(1) Costs are net of intercompany profits and are computed on an accrual basis.

(2) Includes the $75 million paid at opening of City Creek Center and costs related to our Sarasota, Florida; San Juan, Puerto Rico; and Chesterfield, Missouri projects.

(3) Amounts in this table may not add due to rounding.

Estimates of future capital spending will change as new projects are approved.

Disclosures regarding planned capital spending, including estimates regarding timing of openings, capital expenditures, occupancy, and returns on new developments are forward-looking statements and certain significant factors could cause the actual results to differ materially, including but not limited to (1) actual results of negotiations with anchors, tenants, and contractors, (2) timing and outcome of litigation and entitlement processes, (3) changes in the scope, number, and valuation of projects, (4) cost overruns, (5) timing of expenditures, (6) availability of and cost of financing and other financing considerations, (7) actual time to start construction and complete projects, (8) changes in economic climate, (9) competition from others attracting tenants and customers, (10) increases in operating costs, (11) timing of tenant openings, and (12) early lease terminations and bankruptcies.

46

Dividends

We pay regular quarterly dividends to our common and preferred shareowners. Dividends to our common shareowners are at the discretion of the Board of Directors and depend on the cash available to us, our financial condition, capital and other requirements, and such other factors as the Board of Directors deems relevant. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income prior to net capital gains to our shareowners, as well as meet certain other requirements. We must pay these distributions in the taxable year the income is recognized, or in the following taxable year if they are declared during the last three months of the taxable year, payable to shareowners of record on a specified date during such period and paid during January of the following year. Such distributions are treated as paid by us and received by our shareowners on December 31 of the year in which they are declared. In addition, at our election, a distribution for a taxable year may be declared in the following taxable year if it is declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment after such declaration. These distributions qualify as dividends paid for the 90% REIT distribution test for the previous year and are taxable to holders of our capital stock in the year in which paid. Preferred dividends accrue regardless of whether earnings, cash availability, or contractual obligations were to prohibit the current payment of dividends.

The annual determination of our common dividends is based on anticipated Funds from Operations available after preferred dividends and our REIT taxable income, as well as assessments of annual capital spending, financing considerations, and other appropriate factors.

Any inability of the Operating Partnership or its Joint Ventures to secure financing as required to fund maturing debts, capital expenditures and changes in working capital, including development activities and expansions, may require the utilization of cash to satisfy such obligations, thereby possibly reducing distributions to partners of the Operating Partnership and funds available to us for the payment of dividends.

On June 7, 2012, we declared a quarterly dividend of $0.4625 per common share, $0.50 per share on our 8% Series G Preferred Stock, and $0.4765625 on our 7.625% Series H Preferred Stock, all of which were paid on June 29, 2012 to shareowners of record on June 18, 2012.

47

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is included in this report at Item 2 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Sensitivity Analysis.”

Item 4. Controls and Procedures

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2012, our disclosure controls and procedures were effective to ensure the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods prescribed by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

48

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Refer to “Note 9 – Commitments and Contingencies” to our consolidated financial statements relating to the restaurant owners at The Pier Shops litigation. There were no material developments regarding these matters during the quarter ended June 30, 2012.

Item 1 A. Risk Factors

There were no material changes in our risk factors previously disclosed in Part I, Item 1A. of our Form 10-K for the year ended December 31, 2011.

49

Item 6. Exhibits

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Period Ending	Exhibit	Filing Date	Filed Herewith
4.1	Substitution of Agent and Second Amendment to Third Amended and Restated Secured Revolving Credit Agreement					X
4.2	Form of Substitution of Agent and Confirmatory Assignment of Mortgage					X
12	Statement Re: Computation of Taubman Centers, Inc. Ratio of Earnings to Combined Fixed Charges and Preferred Dividends					X
31.1	Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
31.2	Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
99	Debt Maturity Schedule					X
*101.INS	XBRL Instance Document					X
*101.SCH	XBRL Taxonomy Extension Schema Document					X
*101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X
*101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X
*101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					X
*	Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

50

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		TAUBMAN CENTERS, INC.
Date:	July 30, 2012	By: /s/ Lisa A. Payne
		Lisa A. Payne
		Vice Chairman, Chief Financial Officer, and Director (Principal Financial Officer)

51

EX-4.1

Exhibit 4.1

SUBSTITUTION OF AGENT AND

SECOND AMENDMENT TO THIRD AMENDED AND

RESTATED SECURED REVOLVING CREDIT AGREEMENT

THIS SUBSTITUTION OF AGENT AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of June 1, 2012 (the “Effective Date”), by and among DOLPHIN MALL ASSOCIATES LLC, a Delaware limited liability company (“Dolphin LLC”), FAIRLANE TOWN CENTER LLC, a Michigan limited liability company (“Fairlane LLC”), and TWELVE OAKS MALL, LLC, a Michigan limited liability company (“TOLLC”; Dolphin LLC, Fairlane LLC and TOLLC are collectively referred to herein as “Borrowers”), THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP (“TRG”; Fairlane LLC, TOLLC and TRG, in their capacities as guarantors, are collectively referred to herein as “Guarantors”), EUROHYPO AG, NEW YORK BRANCH (“Eurohypo”), JPMORGAN CHASE BANK, N.A. (“JPM”), and the other undersigned Banks.

R E C I T A L S:

A.Reference is made to that certain Third Amended and Restated Secured Revolving Credit Agreement (as amended, the “Credit Agreement”) dated as of July 29, 2011 between Borrowers, Eurohypo as Administrative Agent and various lenders party thereto (each, a “Bank” and collectively, the “Banks”), pursuant to which the Banks agreed to extend a secured revolving credit facility to Borrowers in an amount up to $650,000,000.00. The Credit Agreement was previously amended by that certain Amendment to Third Amended and Restated Secured Revolving Credit Agreement dated December 2, 2011. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

B.The parties wish to execute this Amendment (1) to provide for the resignation by Eurohypo as Administrative Agent and the substitution of JPM in its place and (2) to amend the Credit Agreement as necessary or desirable in connection with the substitution of JPM as Administrative Agent.

C.The Required Banks are willing to consent and agree to such substitution and to such amendments on the terms and conditions set forth below and are evidencing such consent and agreement by executing their respective signature pages hereto.

NOW THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree and acknowledge as follows:

1.Incorporation of Recitals. The foregoing recitals are hereby incorporated into this Amendment as if fully set forth therein.

2.Substitution of Administrative Agent.

A.Eurohypo hereby resigns as Administrative Agent as of the Effective Date. The parties hereto waive the requirement that Eurohypo give thirty (30) days advance notice of its resignation. Following Eurohypo's resignation as Administrative Agent, the provisions of Article X of the Credit Agreement and all indemnifications in the Credit Agreement and other Loan Documents

shall continue in effect with respect of any actions or omissions taken by it while Administrative Agent (and a Bank).

B.JPM hereby accepts the appointment as Administrative Agent as of the Effective Date; JPM assumes all the obligations of the Administrative Agent to be performed after the Effective Date under the Loan Documents and shall have all of the rights of Administrative Agent under the Loan Documents. Borrowers and the Required Banks consent to such substitution.

C.All references in the Loan Documents to Eurohypo, in its capacity as the Administrative Agent, are hereby deemed amended so as to refer to JPM, and JPM shall be the holder of all security and have the power to enforce the rights of the Banks under the Loan Documents (subject to the terms and limitations contained herein). Eurohypo and JPM will simultaneously execute substitutions of agency in recordable form so as to provide record notice that JPM has succeeded to the rights as the Administrative Agent under each of the Mortgages. Eurohypo additionally authorizes the filing of UCC‑3 financing statements to transfer the existing UCC financing statements from Eurohypo, as secured party, to JPM, as secured party.

3.Amendments. The Credit Agreement is amended as follows:

A.    The following defined terms in Section 1.01 of the Credit Agreement are

amended and restated as follows:

“LIBOR Base Rate” means, with respect to any LIBOR Loan for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page thereof, or any successor to or substitute for such page, providing rate quotations comparable to those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Banking Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBOR Base Rate” with respect to such LIBOR Loan for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Banking Days prior to the commencement of such Interest Period.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPM, as its prime rate; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as effective. The Prime Rate is a reference rate and is not necessarily the lowest rate.

“Supplemental Fee Letter” means that certain letter agreement between Administrative Agent and Borrowers with respect to administrative fees and any other matters as may from time to time be covered hereby.

B.    The following new defined terms are added to Section 1.01 of the Credit Agreement:

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Foreign Bank” means (a) if a Borrower is a U.S. Person, a Bank, with respect to such Borrower, that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Bank, with respect to such Borrower, that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“JPM” means JPMorgan Chase Bank, N.A.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 10.13(ii)(B)(3).

C.    The last sentence of Section 2.15 of the Credit Agreement is amended and restated as

follows:

Unless a Borrower elects to Continue LIBOR Loans made to it within the time period and as otherwise in accordance with this Section (or is deemed to have so elected pursuant to the last sentence of Section 2.06), such LIBOR Loans will be automatically Converted into Base Rate Loans on the last day of the then current applicable Interest Period for such LIBOR Loans.

D.    Section 10.13 of the Credit Agreement is amended and restated as follows:

SECTION 10.13 Withholding; Status of Bank.

(i)Any Bank that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 10.13(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Bank's reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank.

(ii)Without limiting the generality of the foregoing, in the event that the

Borrowers are U.S. Persons:

(A)any Bank that is a U.S. Person shall deliver to the Borrowers and the Administrative Agent on or prior to the date on which such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Bank is exempt from U.S. Federal backup withholding tax;

(B)any Foreign Bank shall, to the extent it is not legally prohibited from doing so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed originals of IRS Form W-8ECI;

(3)in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(4)to the extent a Foreign Bank is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;

(C)any Foreign Bank shall, to the extent it is not legally prohibited from doing so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Bank under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

E.    The paragraphs of Section 12.05 permitting a “Pfandbrief Transfer” (being the paragraph commencing “Notwithstanding anything to the contrary contained herein” and all subsequent paragraphs) are hereby deleted.

F.    Section 12.19 is replaced by the following:

SECTION 12.19 Authorization to Distribute Certain Materials to Public-Siders.

(a)If TRG does not file this Agreement with the SEC, then TRG hereby authorizes the Administrative Agent to distribute the execution version of this Agreement and the Loan Documents to all Banks, including their Public-Siders. The Borrowers acknowledge their understanding that Public-Siders and their firms may be trading in any of TRG's or TCI's respective securities while in possession of the Loan Documents. (“Public-Siders” means any representative of a Bank that does not want to receive notification of non-

public information within the meaning of federal and state security laws.)

(b)Borrowers represent and warrant that none of the information in the Loan Documents constitutes or contains material non-public information within the meaning of the federal and state securities laws. To the extent that any of the executed Loan Documents constitutes at any time a material non-public information within the meaning of the federal and state securities laws after the date hereof, Borrowers agree that they will promptly cause such information to be made publicly available by press release or public filing with the SEC.

G.    The following new Exhibits are added to the Loan Agreement:

Exhibit H-1 - Form of U.S. Tax Compliance Certificate

Exhibit H-2 - Form of U.S. Tax Compliance Certificate

Exhibit H-3 - Form of U.S. Tax Compliance Certificate

Exhibit H-4 - Form of U.S. Tax Compliance Certificate

H.    “Administrative Agent's Office” shall hereafter mean JPM's office at 201 North Central, Mail Code AZ1-1328, Phoenix, Arizona, Attention: CRELA/Yaren Wyzevich or such other office as Administrative Agent shall designate in writing. All references in the Notes (or other Loan Documents) to payments being made payable to Eurohypo are amended so as to provide that payments shall be made to Administrative Agent at Administrative Agent's Office. All references to Eurohypo at its address on the Exhibits to the Credit Agreement are hereby amended so as to refer to JPM at Administrative Agent's Office.

I.    The notice address for Administrative Agent is modified to be as follows:

JP Morgan Chase Legal Department

10 South Dearborn

Mail Code IL1-0096

Chicago, Illinois 60603-2300

Attention: Olivia Keating

With a copy to:

JPMorgan Chase Bank, N.A.

201 North Central

Mail Code AZ1-1328

Phoenix, Arizona 85004

Attention: CRELA/Yaren Wyzevich

and

Katten Muchin Rosenman LLP

525 West Monroe Street

Chicago, Illinois 60661

Attention: Mark C. Simon, Esq.

J.    Pursuant to designation rights granted to Administrative Agent in Section 10.01 of the Credit Agreement, Administrative Agent hereby designates that the Banks which shall have agency

titles (in addition to JPM as Administrative Agent) shall be as follows:

US Bank National Association -Co-Syndication Agent

PNC Bank National Association-Co-Syndication Agent

Comerica Bank-Co-Documentation Agent

Union Bank, N.A.-Co-Documentation Agent

4.    Reaffirmation of Obligations. Each Borrower hereby acknowledges, ratifies and reaffirms its respective obligations under the Notes, the Credit Agreement and the other Loan Documents. Each Guarantor hereby acknowledges, ratifies and reaffirms its respective obligations under the Guaranty. All the terms, provisions, stipulations, powers, and covenants in the Loan Documents are hereby ratified and confirmed, and shall stand and remain unchanged and in full force and effect and shall be binding upon all parties thereto, except as otherwise changed or modified in express terms by this Amendment. To the extent of any conflict or inconsistency between the terms of the Credit Agreement and the terms of this Amendment, the applicable provisions of this Amendment shall prevail.

5.    Severability. The provisions of this Amendment are intended to be severable. If for any reason any provision of this Amendment shall be held invalid or unenforceable in whole or in part, such provision shall be ineffective to the extent of such invalidity or unenforceability without in any manner otherwise affecting the validity or enforceability hereof or the remaining provisions hereof.

6.    Further Assurances. In addition to the documents, instruments and acts described in this Amendment which are to be executed, or delivered or taken pursuant to this Amendment, Borrowers and Guarantors agree to execute and deliver from time to time upon request by Administrative Agent such other documents and instruments, and take such other action, as Administrative Agent may reasonably request or require to more fully and completely evidence and carry out the transactions contemplated by this Amendment.

7.    Waiver of Jury Trial. EACH PARTY HERETO WAIVES ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AMENDMENT.

8.    Governing Law. This Amendment shall be governed by the laws of State of New York.

9.    Counterparts. This Amendment may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement; but in making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart. Signatures by pdf or fax shall be legally binding.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.

DOLPHIN MALL ASSOCIATES LLC, a Delaware limited liability company

By: The Taubman Realty Group Limited Partnership, a Delaware limited partnership, its sole member

By: /s/ Steven E. Eder

Steven E. Eder,

its authorized signatory

FAIRLANE TOWN CENTER LLC, a Michigan limited liability company

By: Woodland Investment Associates Limited Partnership, a Delaware limited partnership, its sole member

By: /s/ Steven E. Eder

Steven E. Eder,

its authorized signatory

TWELVE OAKS MALL, LLC, a Michigan limited liability company

By: The Taubman Realty Group Limited Partnership, a Delaware limited partnership, its sole member

By: /s/ Steven E. Eder

Steven E. Eder,

its authorized signatory

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP

By: /s/ Steven E. Eder

Steven E. Eder,

its authorized signatory

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

ADMINISTRATIVE AGENT (Resigning):

EUROHYPO AG, NEW YORK BRANCH

By: /s/ Clifford L. Rooke

Name: Clifford L. Rooke

Title: Managing Director, General Manager

By: /s/ John C. Hayes

Name: John C. Hayes

Title: Director

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

ADMINISTRATIVE AGENT and as a BANK:

JP MORGAN CHASE BANK, N.A.

By: /s/ David C. Weislogel

Name: David C. Weislogel

Title: Vice President

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: COMERICA BANK    

By: /s/ Casey L. Stevenson

Name: Casey L. Stevenson

Title: Vice President

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: U.S. Bank National Association    

By: /s/ Curt M. Steiner

Name: Curt M. Steiner

Title: Senior Vice President

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: PNC BANK NATIONAL ASSOCIATION    

By: /s/ David C. Drouillard

Name: David C. Drouillard

Title: Vice President

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: RBS Citizens Bank, N.A.    

By: /s/ Samuel A. Bluso

Name: Samuel A. Bluso

Title: Senior Vice President

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: PB CAPITAL CORP.    

By: /s/ Olivia A. Lam

Name: Olivia A. Lam

Title: Senior Director

By: /s/ Michael Rogers

Name: Michael Rogers

Title: Senior Director

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: MIDFIRST BANK, a federally chartered

savings association    

By: /s/ Todd G. Wright

Name: Todd G. Wright

Title: First Vice President

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: Credit Agricole Corporate and Investment Bank

By: /s/ John A. Wain

Name: John A. Wain

Title: Managing Director

By: /s/ Daniel J. Reddy

Name: Daniel J. Reddy

Title: Director

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: FIFTH THIRD BANK, an Ohio Banking Corporation

By: /s/ Michael P. Perillo

Name: Micheal P. Perillo

Title: Officer

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: Huntington National Bank

By: /s/ Kristine L. Vigliotti

Name: Kristine L. Vigliotti

Title: Vice President

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: UNION BANK, N.A.

By: /s/ Andrew Romanosky

Name: Andrew Romanosky

Title: Vice President

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: Emigrant Realty Finance, LLC

By: /s/ Christine Elcik

Name: Christine Elcik

Title: Director & Vice President

COUNTERPART SIGNATURE PAGE TO

AMENDMENT TO THIRD AMENDED AND RESTATED

SECURED REVOLVING CREDIT AGREEMENT

Name of Bank: Flagstar Bank, FSB

By: /s/ Timothy J. Kalil

Name: Timothy J. Kalil

Title: Senior Vice President

EXHIBIT H-1

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Third Amended and Restated Secured Revolving Credit Agreement dated as of July 29, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dolphin Mall Associates LLC, Fairlane Town Center LLC and Twelve Oaks Mall, LLC, collectively, as Borrowers, and each lender from time to time party thereto.

Pursuant to the provisions of Section 10.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF BANK]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT H-2

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of July 29, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dolphin Mall Associates LLC, Fairlane Town Center LLC and Twelve Oaks Mall, LLC, collectively, as Borrowers, and each lender from time to time party thereto.

Pursuant to the provisions of Section 10.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing, and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT H-3

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of July 29, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dolphin Mall Associates LLC, Fairlane Town Center LLC and Twelve Oaks Mall, LLC, collectively, as Borrowers, and each lender from time to time party thereto.

Pursuant to the provisions of Section 10.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT H-4

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of July 29, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dolphin Mall Associates LLC, Fairlane Town Center LLC and Twelve Oaks Mall, LLC, collectively, as Borrowers, and each lender from time to time party thereto.

Pursuant to the provisions of Section 10.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: ________ __, 20[ ]

EX-4.2

Exhibit 4.2

FORM OF SUBSTITUTION OF AGENT AND

CONFIRMATORY ASSIGNMENT OF MORTGAGE

KNOW ALL MEN BY THESE PRESENTS:

A.    Eurohypo AG, New York Branch (“Eurohypo”), as Administrative Agent (defined in the Credit Agreement described below), is the “Mortgagee” under that certain mortgage (the “Mortgage”) described on Exhibit A attached hereto and made a part hereof made by [ ], as Mortgagor, which Mortgage encumbers the real property described in Exhibit B attached hereto and made a part hereof.

B.    Eurohypo is the Administrative Agent pursuant to that certain Third Amended and Restated Secured Revolving Credit Agreement dated July 29, 2011 (the “Credit Agreement”).

C.    Simultaneously herewith, pursuant to Substitution of Agent and Second Amendment to Third Amended and Restated Secured Revolving Credit Agreement, Eurohypo is resigning as Administrative Agent and JPMorgan Chase Bank, N.A. (“JPM”) is being substituted as Administrative Agent in its place and stead.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby:

1.    JPM, in its capacity as successor Administrative Agent, is hereby substituted for Eurohypo as Mortgagee under the Mortgage.

2.    In confirmation of same, Eurohypo, as resigning Administrative Agent, hereby sells, assigns, transfers and sets over all of the Mortgagee's right, title and interest in and to the Mortgage, TO HAVE AND HOLD the same unto JPM, as successor Administrative Agent, its successors and assigns, forever.

3.    Eurohypo represents and warrants that it has not previously assigned the Mortgage and that it has duly authorized and executed this instrument. In all other respects, this instrument is made without recourse, representation or warranty.

4.    The address of Eurohypo is 1301 Avenue of the Americas, 35th Floor, New York, New York 10019. The address of JPM is 201 North Central, Mail Code AZ1-1328, Phoenix, Arizona 85004.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused this instrument to be executed as of the 1^st day of June, 2012.

EUROHYPO AG, NEW YORK BRANCH

By:

Name:

Title:

By:

Name:

Title:

STATE OF )

) SS.

COUNTY OF )

The foregoing instrument was acknowledged before me this ____ day of ___________, 2012, by ____________________________, and _________________, authorized signatories of Eurohypo AG, New York Branch, on behalf of said Bank, who is known to me or produced ________________________ as identification.

Notary's

Signature: ___________________________

Notary's Name: _______________________

                                Notary Public

State of ________, County of ____________

My commission Expires: ________________

Acting in the County of: _________________

This instrument prepared by, and after recording please return to:

Katten Muchin Rosenman LLP

525 W. Monroe Street

Chicago, IL 60661

Attention: Mark C. Simon, Esq.

COUNTERPART SIGNATURE PAGE

TO SUBSTITUTION OF AGENT AND

CONFIRMATORY ASSIGNMENT

Accepted:

JPMORGAN CHASE BANK, N.A.

By:

Name:

Title:

STATE OF         )

) ss.

COUNTY OF     )

I, the undersigned, a Notary Public in and for the County and State aforesaid, do hereby certify that ______________________, personally known to me to be the ______________ of JPMORGAN CHASE BANK, N.A., a National Banking Association, and personally known to be the same person whose name is subscribed to the foregoing instrument as such, appeared before me and acknowledged that he/she signed and delivered the said instrument in his/her capacity as ________________ of said National Banking Association, as his/her free and voluntary act and deed of said National Banking Association, for the uses and purposes therein set forth.

Given under my hand and official seal this _____ day of ______________, 2012.

[NOTARY SEAL]

Notary Public

My commission expires: ________________

EX-12

						Exhibit 12
		TAUBMAN CENTERS, INC.
		Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
		(in thousands, except ratios)
			Six Months Ended June 30
			2012			2011
		Earnings from continuing operations before income from equity investees and taxes (1)	$	41,260		$	36,601
		Add back:
		Fixed charges	77,145			63,114
		Amortization of previously capitalized interest	2,211			2,198
		Distributed income of Unconsolidated Joint Ventures	23,071			21,032
		Deduct:
		Capitalized interest	(98		)	(373		)
		Preferred distributions				(1,230		)
		Earnings available for fixed charges and preferred dividends	$	143,589		$	121,342
		Fixed charges:
		Interest expense	$	74,203		$	59,465
		Capitalized interest	98			373
		Interest portion of rent expense	2,844			2,046
		Preferred distributions				1,230
		Total fixed charges	$	77,145		$	63,114
		Preferred dividends	7,317			7,317
		Total fixed charges and preferred dividends	$	84,462		$	70,431
		Ratio of earnings to fixed charges and preferred dividends (1)	1.7			1.7
(1	)	In 2011, the Company disposed of The Pier Shops at Caesars and Regency Square. These centers are reported separately as discontinued operations in the Consolidated Financial Statements in 2011. See "Note 2- Acquisitions, Dispositions, and Development" to the Consolidated Financial Statements for further discussion of our discontinued operations. The calculation of the ratio of earnings to fixed charges was restated to exclude discontinued operations in 2011.

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert S. Taubman, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Taubman Centers, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 30, 2012	/s/ Robert S. Taubman
	Robert S. Taubman
	Chairman of the Board of Directors, President, and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Lisa A. Payne, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Taubman Centers, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 30, 2012	/s/ Lisa A. Payne
	Lisa A. Payne
	Vice Chairman, Chief Financial Officer, and Director (Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

I, Robert S. Taubman, Chief Executive Officer of Taubman Centers, Inc. (the "Registrant"), certify that based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2012 (the "Report"):

(i) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Robert S. Taubman	Date: July 30, 2012
Robert S. Taubman
Chairman of the Board of Directors, President, and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

I, Lisa A. Payne, Chief Financial Officer of Taubman Centers, Inc. (the "Registrant"), certify that based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2012 (the "Report"):

(i) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Lisa A. Payne	Date: July 30, 2012
Lisa A. Payne
Vice Chairman, Chief Financial Officer, and Director (Principal Financial Officer)

EX-99

TAUBMAN CENTERS, INC.																																						Exhibit 99
Debt Summary
As of June 30, 2012
(in millions of dollars, amounts may not add due to rounding)
		MORTGAGE AND OTHER NOTES PAYABLE (a)
		INCLUDING WEIGHTED AVERAGE INTEREST RATES AT JUNE 30, 2012
					100%			Beneficial Interest			Effective Rate			LIBOR Rate		Principal Amortization and Debt Maturities
					6/30/2012			6/30/2012			6/30/2012		(b)	Spread		2012		2013		2014		2015		2016		2017		2018		2019		2020		2021		2022		Total
Consolidated Fixed Rate Debt:
Beverly Center					313.6			313.6			5.28	%				3.2		6.6		303.8																		313.6
Cherry Creek Shopping Center			50.00	%	280.0			140.0			5.24	%												140.0														140.0
El Paseo Village					16.9		(c)	16.9			3.86	%	(c)			0.2		0.4		0.4		15.9																16.9	(j)
Great Lakes Crossing Outlets					127.7			127.7			5.25	%				1.6		126.0																				127.7
International Plaza			50.10	%	325.0			162.8			4.85	%										2.5		2.6		2.7		2.9		3.0		3.1		146.1				162.8
Northlake Mall					215.5			215.5			5.41	%												215.5														215.5
Stony Point Fashion Park					102.6			102.6			6.24	%				1.0		2.1		99.5																		102.6
The Gardens on El Paseo					85.9		(d)	85.9			4.47	%	(d)			0.6		1.1		1.1		1.1		81.9														85.9	(j)
The Mall at Green Hills					110.1		(e)	110.1			4.69	%	(e)			1.8		108.3																				110.1	(j)
The Mall at Partridge Creek					80.7			80.7			6.15	%				0.5		1.1		1.1		1.2		1.3		1.4		1.4		1.5		71.2						80.7
The Mall at Short Hills					540.0			540.0			5.47	%										540.0																540.0
The Mall at Wellington Green			90.00	%	200.0			180.0			5.44	%										180.0																180.0
Total Consolidated Fixed					2,398.0			2,075.8								8.8		245.7		406.0		740.7		441.3		4.1		4.3		4.5		74.4		146.1				2,075.8
Weighted Rate					5.29	%		5.32	%							5.23	%	5.01	%	5.51	%	5.42	%	5.18	%	5.28	%	5.29	%	5.29	%	6.10	%	4.85	%
Consolidated Floating Rate Debt:
MacArthur Center			95.00	%	131.0			124.5			4.99	%	(f)			0.4		1.3		1.4		1.5		1.6		1.7		1.8		2.0		112.8						124.5
TRG $65M Revolving Credit					52.2			52.2			1.65	%	(g)	1.40	%					52.2																		52.2
TRG $650M Revolving Credit Facility:
Dolphin Mall (i)					185.0			185.0			1.97	%		1.75	%							185.0		(i)														185.0
Fairlane Town Center (i)					70.0			70.0			1.99	%		1.75	%							70.0		(i)														70.0
Twelve Oaks Mall (i)					0.0			0.0						1.75	%							0.0		(i)														0.0
Total Consolidated Floating					438.2			431.6								0.4		1.3		53.5		256.5		1.6		1.7		1.8		2.0		112.8						431.6
Weighted Rate					2.84	%		2.80	%							4.99	%	4.99	%	1.73	%	1.99	%	4.99	%	4.99	%	4.99	%	4.99	%	4.99	%
Total Consolidated					2,836.1			2,507.4								9.2		247.0		459.5		997.2		442.9		5.8		6.1		6.5		187.1		146.1				2,507.4
Weighted Rate					4.91	%		4.89	%							5.22	%	5.01	%	5.07	%	4.54	%	5.18	%	5.20	%	5.20	%	5.20	%	5.43	%	4.85	%
Joint Ventures Fixed Rate Debt:
Arizona Mills			50.00	%	170.9			85.4			5.76	%				0.6		1.2		1.3		1.4		1.4		1.5		1.6		1.7		74.7						85.4
The Mall at Millenia			50.00	%	197.8			98.9			5.46	%				0.8		98.1		(k)																		98.9
Sunvalley			50.00	%	115.0			57.5			5.67	%				57.5																						57.5
Waterside Shops			25.00	%	165.0			41.3			5.54	%												41.3														41.3
Westfarms			78.94	%	320.0			252.6			4.50	%				1.7		4.2		4.3		4.5		4.8		5.0		5.2		5.4		5.7		5.9		205.9		252.6
Total Joint Venture Fixed					968.7			535.7								60.6		103.4		5.6		5.9		47.4		6.5		6.8		7.2		80.4		5.9		205.9		535.7
Weighted Rate					5.23	%		5.08	%							5.64	%	5.42	%	4.79	%	4.79	%	5.44	%	4.80	%	4.80	%	4.80	%	5.67	%	4.50	%	4.50	%
Joint Ventures Floating Rate Debt:
Fair Oaks			50.00	%	275.0			137.5			4.10	%	(h)							0.8		2.0		2.2		2.3		130.2										137.5
Taubman Land Associates			50.00	%	30.0			15.0			5.95	%	(f)			15.0																						15.0
Total Joint Venture Floating					305.0			152.5								15.0				0.8		2.0		2.2		2.3		130.2										152.5
Weighted Rate					4.28	%		4.28	%							5.95	%			4.10	%	4.10	%	4.10	%	4.10	%	4.10	%
Total Joint Venture					1,273.7			688.2								75.6		103.4		6.4		7.9		49.6		8.8		137.0		7.2		80.4		5.9		205.9		688.2
Weighted Rate					5.01	%		4.91	%							5.70	%	5.42	%	4.70	%	4.61	%	5.38	%	4.61	%	4.13	%	4.80	%	5.67	%	4.50	%	4.50	%
TRG Beneficial Interest Totals
Fixed Rate Debt					3,366.7			2,611.5		(c),(d),(e)						69.4		349.1		411.6		746.6		488.7		10.6		11.1		11.7		154.8		152.0		205.9		2,611.5
					5.27	%		5.27	%							5.58	%	5.13	%	5.50	%	5.42	%	5.21	%	4.98	%	4.99	%	4.99	%	5.87	%	4.84	%	4.50	%
Floating Rate Debt					743.2			584.1								15.4		1.3		54.3		258.5		3.8		4.0		132.0		2.0		112.8						584.1
					3.43	%		3.19	%							5.92	%	4.99	%	1.77	%	2.01	%	4.48	%	4.48	%	4.11	%	4.99	%	4.99	%
Total					4,109.8			3,195.6		(c),(d),(e)						84.8		350.4		466.0		1,005.1		492.5		14.6		143.1		13.7		267.6		152.0		205.9		3,195.6
					4.94	%		4.89	%							5.65	%	5.13	%	5.07	%	4.54	%	5.20	%	4.84	%	4.18	%	4.99	%	5.50	%	4.84	%	4.50	%
								Average Maturity Fixed Debt								4
								Average Maturity Total Debt								4
(a)	All debt is secured and non-recourse to TRG unless otherwise indicated.															(f)		Debt is swapped to the effective rate indicated until maturity.
(b)	Includes the impact of interest rate swaps, if any, but does not include effect of amortization of debt issuance costs, losses on settlement of derivatives used to hedge the refinancing of certain fixed rate debt or interest rate cap premiums.															(g)		Rate floats daily at LIBOR plus spread. Letters of credit totaling $3.9 million are also outstanding on the facility.
																(h)		Debt is swapped to an effective rate of 4.10% until 2.5 months prior to maturity.
(c)	Debt includes $0.3 million of purchase accounting premium from acquisition which reduces the stated rate on the debt of 4.42% to an effective rate of 3.86%.															(i)		TRG revolving credit facility of $650 million. Dolphin, Fairlane and Twelve Oaks are the direct borrowers under this facility. Debt is guaranteed by TRG. A one year extension option is available.
(d)	Debt includes $4.4 million of purchase accounting premium from acquisition which reduces the stated rate on the debt of 6.10% to an effective rate of 4.47%.															(j)		Principal amortization includes amortization of purchase accounting adjustments.
																(k)		In October 2012, we expect to refinance the existing $197.8 million, 5.46% loan on The Mall at Millenia, a 50 percent owned joint venture.  The new 12-year, non-recourse, $350 million loan will bear interest at a fixed rate of 4%.
(e)	Debt includes $3.1 million of purchase accounting premium from acquisition which reduces the stated rate on the debt of 6.89% to an effective rate of 4.69%.

XML

Derivative and Hedging Activities (Interest Rate Derivatives Designated as Cash Flow Hedges) (Details) (USD $)	6 Months Ended
	Jun. 30, 2012
Cash flow hedges of interest rate risk [Abstract]
Amount of AOCI to be reclassified to income in the following 12 months	$ 6,800,000
Net realized losses included in AOCI resulting from settled derivative instruments	900,000
Consolidated Subsidiaries Interest Rate Swap 1 [Member]
Derivative [Line Items]
Derivative, Hedge Designation	cash flow hedge
Description of variable rate basis	LIBOR
Type of interest rate paid on swap	fixed
Ownership percentage in hedged entity (in hundredths)	95.00%
Notional amount	131,000,000
Swap rate (in hundredths)	2.64%
Credit spread on the loan (in hundredths)	2.35%
Total swapped rate on loan (in hundredths)	4.99%
Derivative, Maturity Date	Sep. 01, 2020
Unconsolidated Joint Ventures Interest Rate Swap 1 [Member]
Derivative [Line Items]
Derivative, Hedge Designation	cash flow hedge
Description of variable rate basis	LIBOR
Type of interest rate paid on swap	fixed
Ownership percentage in hedged entity (in hundredths)	50.00%
Notional amount	30,000,000
Swap rate (in hundredths)	5.05%
Credit spread on the loan (in hundredths)	0.90%
Total swapped rate on loan (in hundredths)	5.95%
Derivative, Maturity Date	Nov. 01, 2012
Unconsolidated Joint Ventures Interest Rate Swap2 Member
Derivative [Line Items]
Derivative, Hedge Designation	cash flow hedge
Description of variable rate basis	LIBOR
Type of interest rate paid on swap	fixed
Ownership percentage in hedged entity (in hundredths)	50.00%
Notional amount	137,500,000
Swap rate (in hundredths)	2.40%
Credit spread on the loan (in hundredths)	1.70%
Total swapped rate on loan (in hundredths)	4.10%
Derivative, Maturity Date	Apr. 01, 2018
Unconsolidated Joint Ventures Interest Rate Swap3 [Member]
Derivative [Line Items]
Derivative, Hedge Designation	cash flow hedge
Description of variable rate basis	LIBOR
Type of interest rate paid on swap	fixed
Ownership percentage in hedged entity (in hundredths)	50.00%
Notional amount	$ 137,500,000
Swap rate (in hundredths)	2.40%
Credit spread on the loan (in hundredths)	1.70%
Total swapped rate on loan (in hundredths)	4.10%
Derivative, Maturity Date	Apr. 01, 2018

XML

Fair Value Disclosures (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Community Development District Obligation [Abstract]
Book value of the capitalized infrastructure assets and improvements, net of depreciation	$ 40.6	$ 41.6
Obligation for future special assessments, carrying value	61.8	61.8
Obligation for future special assessments, fair value	$ 63.0	$ 58.2

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Investments in Unconsolidated Joint Ventures (Combined Financial Information Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Assets:
Properties	$ 1,109,732	$ 1,107,314
Accumulated depreciation and amortization	(459,040)	(446,059)
Properties, net	650,692	661,255
Cash and cash equivalents	27,022	22,042
Accounts and notes receivable, less allowance for doubtful accounts of $1,488 and $1,422 in 2012 and 2011	15,914	24,628
Deferred charges and other assets	26,144	21,289
Assets	719,772	729,214
Allowance for doubtful accounts	1,488	1,422
Liabilities and accumulated deficiency in assets:
Mortgage notes payable	1,273,666	1,138,808
Accounts payable and other liabilities	55,639	55,737
TRG's accumulated deficiency in assets	(356,265)	(244,758)
Unconsolidated Joint Venture Partners' accumulated deficiency in assets	(253,268)	(220,573)
Liabilities and accumulated deficiency in assets	719,772	729,214
TRG's accumulated deficiency in assets	(356,265)	(244,758)
TRG basis adjustments, including elimination of intercompany profit	66,141	67,282
TCO's additional basis	59,828	60,801
Net Investment in Unconsolidated Joint Ventures	(230,296)	(116,675)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures	306,599	192,257
Investment in Unconsolidated Joint Ventures	$ 76,303	$ 75,582

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Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2012

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of option activity for the six months endedJune 30, 2012 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Range of Exercise Prices
Outstanding at January 1, 2012	1,321,990		$	37.13	4.8	$	13.83	-	$	55.90
Exercised	(96,408	)	31.90
Outstanding at June 30, 2012	1,225,582		$	37.55	4.4	$	13.83	-	$	55.90
Fully vested options at June 30, 2012	1,225,582		37.55		4.4

Schedule of Nonvested Performance-based Units Activity [Table Text Block]

A summary of PSU activity for the six months endedJune 30, 2012 is presented below:

	Number of Performance Share Units			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012	326,151			$	38.20
Vested	(196,943	)	(1)	15.60
Granted (three year vesting)	48,308			106.71
Granted (five year vesting)	104,161			187.73
Outstanding at June 30, 2012	281,677			$	121.04

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

A summary of RSU activity for the six months endedJune 30, 2012 is presented below:

	Number of Restricted Share Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012	605,927		$	22.06
Vested	(363,373	)	9.66
Granted	94,677		63.46
Forfeited	(2,196	)	43.12
Outstanding at June 30, 2012	335,035		$	47.07

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Share-Based Compensation (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended						6 Months Ended			6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 Options [Member]	Jun. 30, 2011 Options [Member]	Jun. 30, 2012 Stock Options [Member]	Dec. 31, 2011 Stock Options [Member]	Jun. 30, 2012 Unissued Partnership Units Under Unit Option Deferral Election Member	Jun. 30, 2012 Total Performance Share Units [Member]	Dec. 31, 2011 Total Performance Share Units [Member]	Jun. 30, 2012 Performance Share Units [Member]	Jun. 30, 2012 Additional Performance Share Units [Member]	Jun. 30, 2012 Restricted Share Units [Member]
Deferred compensation arrangements [Abstract]
Aggregate number of Company common shares or Operating Partnership units approved for awards under the 2008 Omnibus Plan, amended (in shares)	8,500,000		8,500,000
The ratio at which non-option awards granted after the May 2010 amendment are deducted from the shares available for grant	1.85		1.85
The ratio at which non-option awards granted prior to the May 2010 amendment are deducted from the shares available for grant	2.85		2.85
The ratio at which options awards granted are deducted from the shares available for grant	one-for-one		one-for-one
Share-based compensation, allocation and classification in financial statements [Abstract]
Compensation cost charged to income for the Company's share-based compensation plans	$ 3.3	$ 2.2	$ 6.2	$ 4.6
Compensation cost capitalized as part of properties and deferred leasing costs	0.3	0.1	0.6	0.2
Summary of option activity [Roll Forward]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number							1,225,582	1,321,990
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period			(96,408)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price							$ 37.55	$ 37.13
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 31.90		$ 31.90
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term							4.4	4.8
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range Lower Range							$ 13.83	$ 13.83
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range Upper Range							$ 55.90	$ 55.90
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number							1,225,582
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price							$ 37.55
Share Based Compensation Arrangement By Share Based Payment Award Options Exercisable Weighted Average Remaining Contractual Term In Years							4.4
Summary of option activity, additional disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period					200,000
Aggregate intrinsic value of in-the-money options outstanding					48.5
Aggregate intrinsic value of in-the-money fully vested options					48.5
Total intrinsic value of options exercised during the period					3.8	0
Cash received from options exercised during the period					3.1	0
Options exercised under unit option deferral election plan (in shares)									3,000,000
The number of mature units tendered for the exercise of previously issued stock options under the unit option deferral election plan (in shares)									2,100,000
The number of units deferred under the unit option deferral election upon the exercise of previously issued stock options (in shares)									900,000
Date at which deferred partnership units begin to be issued									December 2017
Number of Annual Installments during which Deferred Partnership Units will be issued									ten
Summary of non-option activity, additional disclosures [Abstract]
Awards under the 2008 Omnibus Plan												Each PSU represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-300% of the PSU based on the Company’s market performance relative to that of a peer group	represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-400% of the PSU based on the Company’s market performance relative to that of a peer group	represent the right to receive upon vesting one share of the Company’s common stock
Right To Receive Upon Vesting Shares Of Common Stock As Percentage Of Psu Low Range												0.00%	0.00%
Right To Receive Upon Vesting Shares Of Common Stock As Percentage Of Psu High Range												300.00%	400.00%
Vesting date												three years	five years
Risk-free interest rate (in hundredths)												0.43%	0.87%
Minimum risk-free interest rate														0.40%
Maximum risk-free interest rate														0.50%
Weighted average grant-date fair value												$ 106.71	$ 187.73	$ 63.46
Right to Receive Upon Vesting Shares of Common Stock as Percentage of PSU, Actual Vested During Period												240.00%
Total unrecognized compensation cost												$ 26.4		$ 8.4
Years over which cost is expected to be recognized												3.9		2.1
Summary of non-option activity [Roll Forward]
Outstanding at beginning of period (in shares)										281,677	326,151			605,927
Redeemed (in shares)												(196,943)		(363,373)
Granted (in shares)												48,308	104,161	94,677
Forfeited (in shares)														(2,196)
Outstanding at end of period (in shares)										281,677	326,151			335,035
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share)										$ 121.04	$ 38.20			$ 22.06
Redeemed, weighted average grant date fair value (in dollars per share)												$ 15.60		$ 9.66
Granted, weighted average grant date fair value (in dollars per share)												$ 106.71	$ 187.73	$ 63.46
Forfeited, weighted average grant date fair value (in dollars per share)														$ 43.12
Outstanding at end of period, weighted average grant date fair value (in dollars per share)										$ 121.04	$ 38.20			$ 47.07

XML

Beneficial Interest in Debt and Interest Expense (Specific Debt Instrument Detail) (Details) (USD $)		6 Months Ended
	Dec. 31, 2011	Jun. 30, 2012 Secondary Line of Credit Current [Member]	Jun. 30, 2012 Secondary Line of Credit Prior [Member]	Jun. 30, 2012 Westfarms Member
Debt Instrument [Line Items]
Debt Instrument, Maturity Date		Apr. 01, 2014
Line of Credit Facility, Maximum Borrowing Capacity		$ 65,000,000
Debt Instrument, Interest Rate Terms		LIBOR plus 1.40%	LIBOR plus 1.00%
Term of loan, in years				10 year
Equity Method Investment, Ownership Percentage				79.00%
Debt Instrument All In Rate				4.53%
Period Over Which Principal Balance Is Amortized				30 years
Repayments of Secured Debt				179,000,000
Debt Instrument, Face Amount				320,000,000
Derivative, Fixed Interest Rate				6.10%
Ownership share of excess proceeds of financing				110,000,000
Notes receivable, joint venture partners at Westfarms	$ 5,100,000

XML

Fair Value Disclosures (Estimated Fair Value of Notes Payable) (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Additional Credit Spread Included In Discount Rate To Estimate Fair Value Of Notes Payable	1.50%	1.50%
Estimated fair values of notes payable [Abstract]
Secured Debt	$ 2,836,148,000	$ 3,145,602,000
Notes payable	2,981,334,000	3,299,243,000
Notes Payable Fair Values Hypothetical Percent Increase In Interest Rates	1.00%
Impact Of Overall One Percent Increase In Interest Rates Decrease In Fair Values Of Notes Payable	$ 84,800,000
Impact Of Overall One Percent Increase In Interest Rates Decrease In Fair Values Of Notes Payable Percent	2.80%

XML

Acquisitions, Dispositions, and Development

6 Months Ended

Jun. 30, 2012

Pending Acquisitions and Development [Abstract]

Pending Acquisitions and Development [Text Block]

Acquisitions, Dispositions, and Development

Acquisitions

The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village

In December 2011, the Company acquired The Mall at Green Hills in Nashville, Tennessee, and The Gardens on El Paseo and El Paseo Village in Palm Desert, California from affiliates of Davis Street Properties, LLC. The consideration for the properties was $560 million, excluding transaction costs. The consideration consisted of the assumption of $206 million of debt, $281.5 million in installment notes, and the issuance of 1.3 million of Operating Partnership units. The 1.3 million Operating Partnership units issued were determined based on a value of $55 per unit, which approximated the fair value due to restrictions on sale of these Operating Partnership units. See Note 6 for features of the Operating Partnership units. The installment notes bore interest at 3.125% and were paid in full in February 2012. As of December 31, 2011, the installment notes were secured by restricted cash funded by borrowings under the Company's line of credit, which was classified within Restricted Cash on the Consolidated Balance Sheet. For each Operating Partnership unit issued, a share of Series B Preferred Stock (Note 9) was also issued.

The following table summarizes the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed at the dates of acquisition.

		Allocation of purchase price
Properties:
	Land	$	74,200
	Buildings, improvements, and equipment	468,936
	Total additions to properties	$	543,136
Deferred charges and other assets:
	In-place leases	29,831
	Total assets acquired	$	572,967
Accounts payable and accrued liabilities:
	Below market rents	$	(3,377	)
Mortgage notes payable:
	Premium for above market interest rates	(9,590		)
	Total liabilities acquired	$	(12,967	)
	Net assets acquired	$	560,000

TCBL

In December 2011, Taubman Asia acquired a 90% controlling interest in a Beijing-based retail real estate consultancy company with more than 200 staff across seven offices in Mainland China. The new company is named Taubman TCBL and the total consideration for the transaction was $23.7 million. Taubman Asia paid approximately $11.5 million in cash and credited the noncontrolling owners with approximately $11.9 million of capital in the newly formed company. The $11.5 million in cash included approximately $10.2 million that was lent in August 2011 by Taubman Asia to the noncontrolling partners. Upon closing, the loan and $0.3 million of accrued interest were converted to capital and the remaining balance was paid in cash. Substantially all of the purchase price was allocated to goodwill in Taubman TCBL.

Purchase Price Allocations

For the preceding acquisitions, the Company has not yet finalized its allocations of the purchase prices to the tangible and identifiable intangible assets and liabilities acquired. The Company is evaluating certain valuation information for assets and liabilities acquired to complete its allocations. A final determination of the required purchase price allocations will be made before the end of 2012.

Dispositions

Discontinued operations in the accompanying Consolidated Statement of Operations and Comprehensive Income consist of the financial results of The Pier Shops at Caesars (The Pier Shops) and Regency Square. Total revenues from discontinued operations were $11.8 million for the six months endedJune 30, 2011.

In November 2011, the mortgage lender for The Pier Shops completed the foreclosure on the property and title to the property was transferred to the mortgage lender. The Company was relieved of $135 million of debt obligations plus accrued default interest associated with the property.

In December 2011, the mortgage lender for Regency Square accepted a deed in lieu of foreclosure on the property and title to the property was transferred to the mortgage lender. The Company was relieved of $72.2 million of debt obligations plus accrued default interest associated with the property.

Development

City Creek Center

City Creek Center, a mixed-use project in Salt Lake City, Utah, opened in March 2012. The Company owns the retail space subject to a long-term participating lease. City Creek Reserve, Inc. (CCRI), an affiliate of the LDS Church, is the participating lessor and provided all of the construction financing. The Company owns 100% of the leasehold interest in the retail buildings and property. CCRI has an option to purchase the Company’s interest at fair value at various points in time over the term of the lease. The Company paid $75 million to CCRI for leasehold improvements upon opening of the retail center in March 2012, which is classified within Additions to Properties on the Consolidated Statement of Cash Flows.

Shinsegae

In September 2011, Taubman Asia agreed to partner with Shinsegae Group, South Korea's largest retailer, to build a shopping mall in Hanam, Gyeonggi Province, South Korea. The Company has invested $20.9 million for an interest in the project. The Company has the option to put its interest in the project after the completion of due diligence. The potential return of the investment, including a 7% return on the investment, is secured by a letter of credit from Shinsegae. The $20.9 million payment is classified within Deferred Charges and Other Assets on the Consolidated Balance Sheet as of June 30, 2012 and December 31, 2011.

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Commitments and Contingencies (Details) (USD $)	6 Months Ended
	Jun. 30, 2012
Cash tender [Abstract]
Minimum aggregate value of Operating Partnership units to be tendered	$ 50,000,000
Fair Value of Written Option, Cash Tender Agreement	zero
Market value per common share (in dollars per share)	$ 77.16
Approximate aggregate value of interests in the Operating Partnership that may be tendered	1,900,000,000
Additional interest the Company would have owned in the Operating Partnership upon purchase of interests (in hundredths)	28.00%
Common Stock, Terms of Conversion	one unit of the Operating Partnership interest is exchangeable for one share of the Company's common stock
Case No CV01619 [Member]
Loss Contingencies [Line Items]
Minimum amount of damages sought by plaintiff	$ 20,000,000
Number Of Restaurant Owners That Filed Lawsuit	2
Number of restaurants that filed lawsuit (in restaurants)	2
Number of individuals with employee against which lawsuit was filed	3
Series B Preferred Stock [Member]
Cash tender [Abstract]
Convertible Preferred Stock, Terms of Conversion	ratio of 14,000 shares of Series B Preferred Stock for one share of common stock

XML

Interim Financial Statements (Operating Partnership) (Details)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Class of Stock [Line Items]
Common stock, shares outstanding	58,812,588		58,022,475
The Operating Partnership [Abstract]
Number of classes of preferred equity outstanding	two
Managing general partnership interest of the Company in the Operating Partnership (in hundredths)	69.00%
Average ownership percentage of the Company in the Operating Partnership (in hundredths)	69.00%	69.00%
Number of Operating Partnership units outstanding (in shares)	85,244,196
Number of Operating Partnership units outstanding owned by Company	58,812,588
Series G Preferred Stock [Member]
Class of Stock [Line Items]
Dividend rate (in hundredths)	8.00%
Series H Preferred Stock [Member]
Class of Stock [Line Items]
Dividend rate (in hundredths)	7.625%
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Units of Partnership Interest, Terms of Conversion	one share of nonparticipating Series B Preferred Stock per each Operating Partnership unit
Preferred Stock, voting rights	one vote per share
Convertible Preferred Stock, Terms of Conversion	ratio of 14,000 shares of Series B Preferred Stock for one share of common stock
Preferred Stock, Non-Participating, Convertible, Shares Outstanding	26,413,158		26,461,958

XML

Interim Financial Statements (Details)	Jun. 30, 2012
Schedule of Equity Method Investments [Line Items]
Number of urban and suburban shopping centers in the Company's owned portfolio	24
Number of States in which Entity Operates	12
Westfarms [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage (in hundredths)	79.00%

XML

Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners, basic [Numerator]
Income from continuing operations	$ 16,373	$ 12,881	$ 33,904	$ 27,800
Loss from discontinued operations		(4,537)		(8,740)
Net income (loss) attributable to Taubman Centers, Inc. common shareowners	16,373	8,344	33,904	19,060
Shares (Denominator) - basic (in shares)	58,789,737	56,186,216	58,518,442	55,875,329
Earnings per common share from continuing operations	$ 0.28	$ 0.23	$ 0.58	$ 0.50
Loss per common share from discontinued operations		$ (0.08)		$ (0.16)
Earnings per common share - basic	$ 0.28	$ 0.15	$ 0.58	$ 0.34
Net income (loss) attributable to Taubman Centers, Inc. common shareowners, diluted (Numerator):
Income from continuing operations - basic	16,373	12,881	33,904	27,800
Impact of additional ownership of TRG on income from continuing operations	134	126	302	257
Income from continuing operations - diluted	16,507	13,007	34,206	28,057
Loss from discontinued operations - basic		(4,537)		(8,740)
Impact of additional ownership of TRG on loss from discontinued operations		(40)		(73)
Net income (loss) attributable to Taubman Centers, Inc. common shareowners - diluted	$ 16,507	$ 8,430	$ 34,206	$ 19,244
Weighted average number of common shares outstanding - basic	58,789,737	56,186,216	58,518,442	55,875,329
Effect of dilutive securities (in shares)	1,411,648	1,583,249	1,536,180	1,501,547
Shares (Denominator) - diluted (in shares)	60,201,385	57,769,465	60,054,622	57,376,876
Diluted earnings per common share from continuing operations	$ 0.27	$ 0.23	$ 0.57	$ 0.49
Diluted loss per common share from discontinued operations		$ (0.08)		$ (0.15)
Earnings per common share - diluted	$ 0.27	$ 0.15	$ 0.57	$ 0.34
Outstanding partnership units exchangeable for common shares under the Continuing Offer [Member]
Antidilutive securities excluded from computation of earnings per share [Line Items]
Anti-dilutive effect (in shares)	7,400,000	7,400,000	4,000,000	7,400,000
Unissued partnership units under a unit option deferral election [Member]
Antidilutive securities excluded from computation of earnings per share [Line Items]
Anti-dilutive effect (in shares)	900,000	900,000	900,000	900,000
Out-of-the-money options [Member]
Antidilutive securities excluded from computation of earnings per share [Line Items]
Anti-dilutive effect (in shares)		100,000		200,000

XML

Acquisitions, Dispositions, and Development (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	6 Months Ended			12 Months Ended				6 Months Ended
	Jun. 30, 2011	Dec. 31, 2011 Pier Shops Member Secured Debt [Member]	Dec. 31, 2011 Regency Square Member Secured Debt [Member]	Dec. 31, 2011 The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village [Member]	Jun. 30, 2012 Taubman TCBL [Member]	Dec. 31, 2011 Taubman TCBL [Member]	Jun. 30, 2012 City Creek Center [Member]	Jun. 30, 2012 Shinsegae [Member]
Business Acquisition [Line Items]
Real Estate, Other Acquisitions				$ 560,000,000
Noncash or Part Noncash Acquisition, Debt Assumed				206,000,000
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Installment note				281,467,000
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Partnership Units - Value				1.3
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Partnership Units - Value per unit				$ 55
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Rate				3.125%
Business Acquisition, Purchase Price Allocation, Land				74,200,000
Business Acquisition, Purchase Price Allocation, Buildings, Improvements, and Equipment				468,936,000
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment				543,136,000
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets				29,831,000
Business Acquisition, Purchase Price Allocation, Assets Acquired				572,967,000
Business Acquisition, Purchase Price Allocation, Current Liabilities, Deferred Revenue				(3,377,000)
Business Acquisition, Purchase Price Allocation, Mortgage Notes Payable Premium				(9,590,000)
Business Acquisition, Purchase Price Allocation, Liabilities Assumed				(12,967,000)
Business Acquisition, Purchase Price Allocation, Assets Acquired (Liabilities Assumed), Net				560,000,000
Noncontrolling Interest, Ownership Percentage by Parent					90.00%
Number of employees						more than 200
Number of office locations						seven
Business Acquisition, Cost of Acquired Entity, Purchase Price						23,700,000
Business Acquisition, Cost of Acquired Entity, Cash Paid						11,500,000
Business Acquisition, Cost of Acquired Entity, Equity Interests Issued and Issuable						11,900,000
Loans and Leases Receivable, Gross, Carrying Amount, TCBL						10,200,000
Interest on Loans Receivable Converted, Gross, Carrying Amount, TCBL						300,000
Disposal Group, Including Discontinued Operation, Revenue	11,800,000
Debt Instrument, Debt Default, Amount		135,000,000	72,200,000
Company's ownership in leasehold interest							100.00%
Payments Due, CCRI							75,000,000
Development in Process								$ 20,900,000
Potential Return on Investment								7.00%

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Income tax expense (benefit) [Abstract]
State current	$ 22	$ 186	$ 65	$ 428
State deferred	(8)	(197)	(12)	(246)
Federal current	335	18	538	35
Federal deferred	199	(12)	165	(12)
Foreign current	(56)		(50)
Total income tax expense (benefit)	492	(5)	706	205
Deferred tax assets:
Federal	3,490		3,490		3,655
Foreign	1,753		1,753		1,196
State	238		238		232
Total deferred tax assets	5,481		5,481		5,083
Valuation allowances	(1,913)		(1,913)		(1,373)
Net deferred tax assets	3,568		3,568		3,710
Deferred tax liabilities:
Federal	623		623		623
State	117		117		121
Total deferred tax liabilities	740		740		744
Tax impact of share-based compensation from redemption of share-based compensation awards			$ 530

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Interim Financial Statements

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Interim Financial Statements

Interim Financial Statements

General

Taubman Centers, Inc. (the Company or TCO) is a Michigan corporation that operates as a self-administered and self-managed real estate investment trust (REIT). The Taubman Realty Group Limited Partnership (the Operating Partnership or TRG) is a majority-owned partnership subsidiary of TCO that owns direct or indirect interests in all of the Company’s real estate properties. In this report, the term “Company" refers to TCO, the Operating Partnership, and/or the Operating Partnership's subsidiaries as the context may require. The Company engages in the ownership, management, leasing, acquisition, disposition, development, and expansion of regional and super-regional retail shopping centers and interests therein. The Company’s owned portfolio as of June 30, 2012 included 24 urban and suburban shopping centers in 12 states.

Taubman Properties Asia LLC and its subsidiaries (Taubman Asia), which is the platform for the Company’s expansion into China and South Korea, is headquartered in Hong Kong.

The unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year.

Dollar amounts presented in tables within the notes to the financial statements are stated in thousands, except share data or as otherwise noted. Certain reclassifications have been made to prior year amounts to conform with current year classifications. Income statement amounts for properties disposed of have been reclassified to discontinued operations. In addition, certain income statement related disclosures in the accompanying footnotes exclude amounts that have been reclassified to discontinued operations.

Consolidation

The consolidated financial statements of the Company include all accounts of the Company, the Operating Partnership, and its consolidated subsidiaries, including The Taubman Company LLC (the Manager) and Taubman Asia. All intercompany transactions have been eliminated. The entities included in these consolidated financial statements are separate legal entities and maintain records and books of account separate from any other entity. However, inclusion of these separate entities in the consolidated financial statements does not mean that the assets and credit of each of these legal entities are available to satisfy the debts or other obligations of any other such legal entity included in the consolidated financial statements.

Investments in entities not controlled but over which the Company may exercise significant influence (Unconsolidated Joint Ventures or UJVs) are accounted for under the equity method. The Company has evaluated its investments in the Unconsolidated Joint Ventures under guidance for determining whether an entity is a variable interest entity and has concluded that the ventures are not variable interest entities. Accordingly, the Company accounts for its interests in these entities under general accounting standards for investments in real estate ventures (including guidance for determining effective control of a limited partnership or similar entity). The Company’s partners or other owners in these Unconsolidated Joint Ventures have substantive participating rights including approval rights over annual operating budgets, capital spending, financing, admission of new partners/members, or sale of the properties and the Company has concluded that the equity method of accounting is appropriate for these interests. Specifically, the Company’s 79% investment in Westfarms is through a general partnership in which the other general partners have approval rights over annual operating budgets, capital spending, refinancing, or sale of the property.

Ownership

In addition to the Company’s common stock, there are three classes of preferred stock (Series B, G, and H) outstanding as of June 30, 2012. Dividends on the 8% Series G and 7.625% Series H Preferred Stock are cumulative and are paid on the last day of each calendar quarter. The Company owns corresponding Series G and Series H Preferred Equity interests in the Operating Partnership that entitle the Company to income and distributions (in the form of guaranteed payments) in amounts equal to the dividends payable on the Company’s Series G and Series H Preferred Stock.

The Company also is obligated to issue to partners in the Operating Partnership other than the Company, upon subscription, one share of nonparticipating Series B Preferred Stock per each Operating Partnership unit. The Series B Preferred Stock entitles its holders to one vote per share on all matters submitted to the Company’s shareowners and votes together with the common stock on all matters as a single class. The holders of Series B Preferred Stock are not entitled to dividends or earnings. The Series B Preferred Stock is convertible into the Company’s common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock.

Outstanding voting securities of the Company at June 30, 2012 consisted of 26,413,158 shares of Series B Preferred Stock and 58,812,588 shares of common stock.

The Operating Partnership

At June 30, 2012, the Operating Partnership’s equity included two classes of preferred equity (Series G and H) and the net equity of the partnership unitholders. Net income and distributions of the Operating Partnership are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in the Operating Partnership in accordance with their percentage ownership. The Series G and Series H Preferred Equity are owned by the Company and are eliminated in consolidation.

The Company's ownership in the Operating Partnership at June 30, 2012 consisted of a 69% managing general partnership interest, as well as the Series G and H Preferred Equity interests. The Company's average ownership percentage in the Operating Partnership was 69% for the six months endedJune 30, 2012 and 2011. At June 30, 2012, the Operating Partnership had 85,244,196 partnership units outstanding, of which the Company owned 58,812,588 units.

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Investments in Unconsolidated Joint Ventures (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Equity method investment, difference between carrying amount and underlying equity [Abstract]
Depreciable basis (in years) of Company's additional basis	40 years
Equity of certain joint ventures	less than zero
Fair Value Of Unconsolidated Joint Ventures Notes Payable	$ 1,300,000,000	$ 1,200,000,000
Arizona Mills [Member]
Beneficial interests in joint ventures [Abstract]
Ownership percentage (in hundredths)	50.00%
Fair Oaks [Member]
Beneficial interests in joint ventures [Abstract]
Ownership percentage (in hundredths)	50.00%
The Mall at Millenia [Member]
Beneficial interests in joint ventures [Abstract]
Ownership percentage (in hundredths)	50.00%
Stamford Town Center [Member]
Beneficial interests in joint ventures [Abstract]
Ownership percentage (in hundredths)	50.00%
Sunvalley [Member]
Beneficial interests in joint ventures [Abstract]
Ownership percentage (in hundredths)	50.00%
Waterside Shops [Member]
Beneficial interests in joint ventures [Abstract]
Ownership percentage (in hundredths)	25.00%
Westfarms [Member]
Beneficial interests in joint ventures [Abstract]
Ownership percentage (in hundredths)	79.00%
Equity method investment, difference between carrying amount and underlying equity [Abstract]
Debt Instrument, Face Amount	320,000,000
Repayments of Secured Debt	$ 179,000,000

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Derivative and Hedging Activities (Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income) (Details) (Cash Flow Hedging [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
Amount of gain or (loss) recognized in OCI on derivative (effective portion)	$ (7,263)	$ (3,079)	$ (4,683)	$ (509)
Amount of gain or (loss) reclassified from AOCI into income (effective portion)	(1,719)	(982)	(3,413)	(3,030)
Realized losses on settled cash flow hedges	(245)	(409)	(490)	(724)
Interest rate contracts - consolidated subsidiaries [Member] | Other comprehensive income [Member]
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
Amount of gain or (loss) recognized in OCI on derivative (effective portion)	(4,506)	(3,180)	(2,774)	(1,553)
Interest rate contracts - consolidated subsidiaries [Member] | Interest expense [Member]
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
Amount of gain or (loss) reclassified from AOCI into income (effective portion)	(794)	(802)	(1,578)	(1,872)
Realized losses on settled cash flow hedges	(151)	(315)	(302)	(536)
Interest rate contracts - UJVs [Member] | Other comprehensive income [Member]
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
Amount of gain or (loss) recognized in OCI on derivative (effective portion)	(2,757)	101	(1,909)	1,044
Interest rate contracts - UJVs [Member] | Equity in income of UJVs [Member]
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]
Amount of gain or (loss) reclassified from AOCI into income (effective portion)	(925)	(180)	(1,835)	(1,158)
Realized losses on settled cash flow hedges	$ (94)	$ (94)	$ (188)	$ (188)

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CONSOLIDATED BALANCE SHEET (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Assets:
Properties	$ 4,125,093	$ 4,020,954
Accumulated depreciation and amortization	(1,330,341)	(1,271,943)
Properties, net	2,794,752	2,749,011
Investment in Unconsolidated Joint Ventures	76,303	75,582
Cash and cash equivalents	45,227	24,033
Restricted cash	4,485	295,318
Accounts and notes receivable, less allowance for doubtful accounts of $4,080 and $3,303 in 2012 and 2011	39,964	59,990
Accounts receivable from related parties	2,282	1,418
Deferred charges and other assets	133,059	131,440
Total Assets	3,096,072	3,336,792
Liabilities:
Mortgage notes payable	2,836,148	2,864,135
Installment notes		281,467
Accounts payable and accrued liabilities	248,642	255,146
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures	306,599	192,257
Total Liabilities	3,391,389	3,593,005
Commitments and contingencies
Redeemable noncontrolling interests	82,337	84,235
Equity:
Series B Non-Participating Convertible Preferred Stock, $0.001 par and liquidation value, 40,0000 shares authorized, 26,413,158 and 26,461,958 shares issued and outstanding at June 30, 2012 and December 31, 2011	26	26
Common Stock, $0.01 par value, 250,000,000 shares authorized, 58,812,588 and 58,022,475 shares issued and outstanding at June 30, 2012 and December 31, 2011	588	580
Additional paid-in capital	670,662	673,923
Accumulated other comprehensive income (loss)	(30,231)	(27,613)
Dividends in excess of net income	(883,591)	(863,040)
Total Shareowners Equity	(242,546)	(216,124)
Noncontrolling interests	(135,108)	(124,324)
Shareowners' Equity, including Portion Attributable to Noncontrolling Interests	(377,654)	(340,448)
Total Liabilities and Equity	$ 3,096,072	$ 3,336,792

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Fair Value Disclosures (Fair Value Assets and Liabilities Measured on Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Fair Value, Inputs, Level 1 [Member]
Assets and liabilities measured at fair value on a recurring basis [Abstract]
Available-for-sale securities	$ 2,401	$ 2,158
Insurance deposit	11,445	10,708
Total assets	13,846	12,866
Fair Value, Inputs, Level 2 [Member]
Assets and liabilities measured at fair value on a recurring basis [Abstract]
Derivative interest rate contract	(11,818)	(9,044)
Total liabilities	$ (11,818)	$ (9,044)

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parentheticals) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Contributions from redeemable noncontrolling interests	$ 231	$ 292
Distributions attributable to redeemable noncontrolling interests	(1,226)
Net income (loss) attributable to redeemable noncontrolling interests	(1,206)	(292)
Other comprehensive income (loss) attributable to redeemable noncontrolling interests	$ (59)

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Beneficial Interest in Debt and Interest Expense (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
At 100% [Abstract]
Secured Debt	$ 2,836,148		$ 2,836,148		$ 3,145,602
Debt, unconsolidated joint ventures at 100%	1,273,666		1,273,666		1,138,808
Capitalized interest, consolidated subsidiaries at 100%			98	373
Interest expense, consolidated subsidiaries at 100%	36,676	29,691	74,203	59,465
Interest expense, unconsolidated joint ventures at 100%	15,823	13,949	31,490	29,545
Interest expense - Discontinued Operations				11,020
At beneficial interest [Abstract]
Principal of loan at beneficial interest	2,507,423		2,507,423		2,816,877
Debt, unconsolidated joint ventures at beneficial interest	688,191		688,191		580,557
Capitalized interest, consolidated subsidiaries at beneficial interest			96	373
Interest expense, consolidated subsidiaries at beneficial interest			65,794	53,823
Interest expense, unconsolidated joint ventures at beneficial interest	8,225	7,247	16,319	15,324
Interest Expense Consolidated Subsidiaries At Beneficial Interest - Discontinued Operations				$ 11,020
Cherry Creek Shopping Center [Member]
Noncontrolling Interest [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	50.00%		50.00%
International Plaza [Member]
Noncontrolling Interest [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	49.90%		49.90%
The Mall at Wellington Green [Member]
Noncontrolling Interest [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	10.00%		10.00%
MacArthur Center [Member]
Noncontrolling Interest [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	5.00%		5.00%

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Beneficial Interest in Debt and Interest Expense (Tables)

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Operating Partnership's beneficial interest

The Operating Partnership's beneficial interest in the debt, capitalized interest, and interest expense of its consolidated subsidiaries and its Unconsolidated Joint Ventures is summarized in the following table. The Operating Partnership's beneficial interest in the consolidated subsidiaries excludes debt and interest related to the noncontrolling interests in Cherry Creek Shopping Center (50%), International Plaza (49.9%), The Mall at Wellington Green (10%), and MacArthur Center (5%).

	At 100%				At Beneficial Interest
	Consolidated Subsidiaries		Unconsolidated Joint Ventures		Consolidated Subsidiaries		Unconsolidated Joint Ventures
Debt as of:
June 30, 2012	$	2,836,148	$	1,273,666	$	2,507,423	$	688,191
December 31, 2011	3,145,602		1,138,808		2,816,877		580,557
Capitalized interest:
Six Months Ended June 30, 2012	98				96
Six Months Ended June 30, 2011	373				373
Interest expense from continuing operations:
Six Months Ended June 30, 2012	74,203		31,490		65,794		16,319
Six Months Ended June 30, 2011	59,465		29,545		53,823		15,324
Interest expense from discontinued operations(1):
Six Months Ended June 30, 2011	11,020				11,020

(1) Includes The Pier Shops and Regency Square (Note 2).

Loans guaranteed by the Operating Partnership

Payments of principal and interest on the loans in the following table are guaranteed by the Operating Partnership as of June 30, 2012.

Center	Loan Balance as of 6/30/12		TRG's Beneficial Interest in Loan Balance as of 6/30/12		Amount of Loan Balance Guaranteed by TRG as of 6/30/12		% of Loan Balance Guaranteed by TRG		% of Interest Guaranteed by TRG
	(in millions)
Dolphin Mall	$	185.0	$	185.0	$	185.0	100	%	100	%
Fairlane Town Center	70.0		70.0		70.0		100	%	100	%
Twelve Oaks Mall	—		—		—		100	%	100	%

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Beneficial Interest in Debt and Interest Expense (Debt Covenants and Guarantees) (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Guarantor Obligations [Line Items]
Maximum Payout Ratio On Distributions	95.00%
Restricted cash	$ 4,500,000	$ 5,900,000
Installment notes		281,467,000
Dolphin Mall [Member]
Guarantor Obligations [Line Items]
Loan balance	185,000,000
TRG's beneficial interest in loan balance	185,000,000
Amount of loan balance guaranteed by TRG	185,000,000
% of loan balance guaranteed by TRG (in hundredths)	100.00%
% of interest guaranteed by TRG (in hundredths)	100.00%
Fairlane Town Center [Member]
Guarantor Obligations [Line Items]
Loan balance	70,000,000
TRG's beneficial interest in loan balance	70,000,000
Amount of loan balance guaranteed by TRG	70,000,000
% of loan balance guaranteed by TRG (in hundredths)	100.00%
% of interest guaranteed by TRG (in hundredths)	100.00%
Twelve Oaks Mall [Member]
Guarantor Obligations [Line Items]
Loan balance	0
TRG's beneficial interest in loan balance	0
Amount of loan balance guaranteed by TRG	$ 0
% of loan balance guaranteed by TRG (in hundredths)	100.00%
% of interest guaranteed by TRG (in hundredths)	100.00%

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Derivative and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Interest rate derivatives designated as cash flow hedges

As of June 30, 2012, the Company had the following outstanding interest rate derivatives that were designated and are expected to be effective as cash flow hedges of the interest payments on the associated debt.

Instrument Type	Ownership		Notional Amount		Swap Rate		Credit Spread on Loan		Total Swapped Rate on Loan		Maturity Date
Consolidated Subsidiaries:
Receive variable (LIBOR) /pay-fixed swap (1)	95.0	%	$	131,000	2.64	%	2.35	%	4.99	%	September 2020
Unconsolidated Joint Ventures:
Receive variable (LIBOR) /pay-fixed swap	50.0	%	30,000		5.05	%	0.90	%	5.95	%	November 2012
Receive variable (LIBOR) /pay-fixed swap (2)	50.0	%	137,500		2.40	%	1.70	%	4.10	%	April 2018
Receive variable (LIBOR) /pay-fixed swap (2)	50.0	%	137,500		2.40	%	1.70	%	4.10	%	April 2018

(1) The notional amount of the swap is equal to the outstanding principal balance on the loan, which begins amortizing in September 2012.

(2) The notional amount on each of these swaps is equal to 50% of the outstanding principal balance on the loan, which begins amortizing in August 2014.

Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income

During the six months endedJune 30, 2012 and June 30, 2011, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
	Six Months Ended June 30							Six Months Ended June 30
	2012			2011				2012			2011
Derivatives in cash flow hedging relationships:
Interest rate contracts – consolidated subsidiaries	$	(2,774	)	$	(1,553	)	Interest Expense	$	(1,578	)	$	(1,872	)
Interest rate contracts – UJVs	(1,909		)	1,044			Equity in Income of UJVs	(1,835		)	(1,158		)
Total derivatives in cash flow hedging relationships	$	(4,683	)	$	(509	)		$	(3,413	)	$	(3,030	)
Realized losses on settled cash flow hedges:
Interest rate contracts – consolidated subsidiaries							Interest Expense	$	(302	)	$	(536	)
Interest rate contract – UJVs							Equity in Income of UJVs	(188		)	(188		)
Total realized losses on settled cash flow hedges								$	(490	)	$	(724	)

During the three months endedJune 30, 2012 and June 30, 2011, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
	Three Months Ended June 30							Three Months Ended June 30
	2012			2011				2012			2011
Derivatives in cash flow hedging relationships:
Interest rate contracts – consolidated subsidiaries	$	(4,506	)	$	(3,180	)	Interest Expense	$	(794	)	$	(802	)
Interest rate contracts – UJVs	(2,757		)	101			Equity in Income of UJVs	(925		)	(180		)
Total derivatives in cash flow hedging relationships	$	(7,263	)	$	(3,079	)		$	(1,719	)	$	(982	)
Realized losses on settled cash flow hedges:
Interest rate contracts – consolidated subsidiaries							Interest Expense	$	(151	)	$	(315	)
Interest rate contract – UJVs							Equity in Income of UJVs	(94		)	(94		)
Total realized losses on settled cash flow hedges								$	(245	)	$	(409	)

Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet

The Company records all derivative instruments at fair value in the Consolidated Balance Sheet. The following table presents the location and fair value of the Company’s derivative financial instruments as reported in the Consolidated Balance Sheet as of June 30, 2012 and December 31, 2011.

		Fair Value
	Consolidated Balance Sheet Location	June 30 2012			December 31 2011
Derivatives designated as hedging instruments:
Liability derivatives:
Interest rate contract – consolidated subsidiaries	Accounts Payable and Accrued Liabilities	$	(11,818	)	$	(9,044	)
Interest rate contracts – UJVs	Investment in UJVs	(10,954		)	(9,045		)
Total liabilities designated as hedging instruments		$	(22,772	)	$	(18,089	)

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CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash Flows From Operating Activities:
Net income (loss)	$ 63,625	$ 44,734
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization - continuing operations	72,669	66,449
Depreciation and amortization - discontinued operations		3,669
Provision for bad debts	1,445	4,147
Gain on sale of land		(519)
Other	6,293	6,749
Increase (decrease) in cash attributable to changes in assets and liabilities:
Receivables, restricted cash, deferred charges, and other assets	6,410	1,251
Accounts payable and other liabilities	(4,874)	(1,831)
Net Cash Provided By (Used In) Operating Activities	145,568	124,649
Cash Flows From Investing Activities:
Additions to properties	(118,582)	(37,037)
Proceeds from sale of land		3,728
Repayments of notes receivable	5,329	848
Release of restricted cash	289,389
Contributions to Unconsolidated Joint Ventures	(2,440)	(440)
Distributions from Unconsolidated Joint Ventures in excess of income	114,340	7,638
Net Cash Provided By (Used In) Investing Activities	288,036	(25,263)
Cash Flows From Financing Activities:
Debt payments	(24,817)	(150,312)
Repayment of installment notes	(281,467)
Debt issuance costs		(2,161)
Issuance of common stock, net of offering costs		111,926
Issuance of common stock and/or partnership units in connection with incentive plans	(10,083)	(2,032)
Distributions to noncontrolling interests	(33,660)	(33,996)
Distributions to participating securities of TRG	(806)	(762)
Contributions from noncontrolling interests	231	31,709
Cash dividends to preferred shareowners	(7,317)	(7,317)
Cash dividends to common shareowners	(54,387)	(48,892)
Other	(104)	(77)
Net Cash Provided By (Used In) Financing Activities	(412,410)	(101,914)
Net Increase In (Decrease In) Cash and Cash Equivalents	21,194	(2,528)
Cash and Cash Equivalents at Beginning of Period	24,033	19,291
Cash and Cash Equivalents at End of Period	$ 45,227	$ 16,763

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Parenthetical to Balance Sheet (Parentheticals) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Allowance for doubtful accounts	$ 4,080,000	$ 3,303,000
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	58,812,588	58,022,475
Common Stock, Shares, Outstanding	58,812,588	58,022,475
Series B Preferred Stock [Member]
Preferred Stock, Non-Participating, Convertible, Par Value, Per Share	$ 0.001	$ 0.001
Preferred Stock, Non-Participating, Convertible, Liquidation Value	$ 0.001	$ 0.001
Preferred Stock, Non-Participating, Convertible, Shares Authorized	40,000,000	40,000,000
Preferred Stock, Non-Participating, Convertible, Shares Issued	26,413,158	26,461,958
Preferred Stock, Non-Participating, Convertible, Shares Outstanding	26,413,158	26,461,958
Series G Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0	$ 0
Auction Market Preferred Securities, Stock Series, Liquidation Value	100,000,000	100,000,000
Preferred Stock, Shares Authorized	4,000,000	4,000,000
Preferred Stock, Shares Issued	4,000,000	4,000,000
Preferred Stock, Shares Outstanding	4,000,000	4,000,000
Series H Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share	$ 0	$ 0
Auction Market Preferred Securities, Stock Series, Liquidation Value	$ 87,000,000	$ 87,000,000
Preferred Stock, Shares Authorized	3,480,000	3,480,000
Preferred Stock, Shares Issued	3,480,000	3,480,000
Preferred Stock, Shares Outstanding	3,480,000	3,480,000

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Earnings Per Share

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share amounts are based on the weighted average of common shares outstanding for the respective periods. Diluted earnings per share amounts are based on the weighted average of common shares outstanding plus the dilutive effect of potential common stock. Potential common stock includes outstanding partnership units exchangeable for common shares under the Continuing Offer (Note 9), outstanding options for partnership units, PSU, RSU, deferred shares under the Non-Employee Directors’ Deferred Compensation Plan, and unissued partnership units under a unit option deferral election (Note 8). In computing the potentially dilutive effect of potential common stock, partnership units are assumed to be exchanged for common shares under the Continuing Offer, increasing the weighted average number of shares outstanding. The potentially dilutive effects of partnership units outstanding and/or issuable under the unit option deferral elections are calculated using the if-converted method, while the effects of other potential common stock are calculated using the treasury method. Contingently issuable shares are included in diluted EPS based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period.

As of June 30, 2012, there were 4.0 million partnership units outstanding and 0.9 million unissued partnership units under unit option deferral elections exchangeable for common shares of the Company under the Continuing Offer that were excluded from the computation of diluted earnings per share as they were anti-dilutive in all periods presented. Also, there were out-of-the-money options for 0.1 million and 0.2 million shares for the three and six months endedJune 30, 2011 that were excluded from the computation of diluted EPS because they were anti-dilutive.

	Three Months Ended June 30					Six Months Ended June 30
	2012		2011			2012		2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
Income from continuing operations	$	16,373	$	12,881		$	33,904	$	27,800
Loss from discontinued operations			(4,537		)			(8,740		)
Basic	$	16,373	$	8,344		$	33,904	$	19,060
Shares (Denominator) – basic	58,789,737		56,186,216			58,518,442		55,875,329
Earnings per common share from continuing operations	$	0.28	$	0.23		$	0.58	$	0.50
Loss from discontinued operations			(0.08		)			(0.16		)
Earnings per common share – basic	$	0.28	$	0.15		$	0.58	$	0.34

	Three Months Ended June 30					Six Months Ended June 30
	2012		2011			2012		2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
Income from continuing operations - basic	$	16,373	$	12,881		$	33,904	$	27,800
Impact of additional ownership of TRG on income from continuing operations	134		126			302		257
Income from continuing operations - diluted	$	16,507	$	13,007		$	34,206	$	28,057
Loss from discontinued operations - basic			(4,537		)			(8,740		)
Impact of additional ownership of TRG on loss from discontinued operations			(40		)			(73		)
Diluted	$	16,507	$	8,430		$	34,206	$	19,244
Shares – basic	58,789,737		56,186,216			58,518,442		55,875,329
Effect of dilutive securities	1,411,648		1,583,249			1,536,180		1,501,547
Shares (Denominator) – diluted	60,201,385		57,769,465			60,054,622		57,376,876
Earnings per common share from continuing operations	$	0.27	$	0.23		$	0.57	$	0.49
Loss from discontinued operations			(0.08		)			(0.15		)
Earnings per common share – diluted	$	0.27	$	0.15		$	0.57	$	0.34

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Document and Entity Information Document (USD $)	6 Months Ended
	Jun. 30, 2012	Jul. 27, 2012	Jun. 30, 2011
Entity Information [Line Items]
Entity Registrant Name	TAUBMAN CENTERS INC.
Entity Central Index Key	0000890319
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		58,822,814
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 3,400,000,000

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Fair Value Disclosures

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Fair Value Disclosures

Fair Value Disclosures

This note contains required fair value disclosures for assets and liabilities remeasured at fair value on a recurring basis and financial instruments carried at other than fair value, as well as assumptions employed in deriving these fair values.

Recurring Valuations

Derivative Instruments

The fair value of interest rate hedging instruments is the amount that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the reporting date. The Company’s valuations of its derivative instruments are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative, and therefore fall into Level 2 of the fair value hierarchy. The valuations reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including forward curves. The fair values of interest rate hedging instruments also incorporate credit valuation adjustments to appropriately reflect both the Company’s own nonperformance risk and the respective counterparty's nonperformance risk.

Marketable Securities

The Company's valuations of marketable securities, which are considered to be available-for-sale, and an insurance deposit utilize unadjusted quoted prices determined by active markets for the specific securities the Company has invested in, and therefore fall into Level 1 of the fair value hierarchy.

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:

	Fair Value Measurements as of June 30, 2012 Using					Fair Value Measurements as of December 31, 2011 Using
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Available-for-sale securities	$	2,401				$	2,158
Insurance deposit	11,445					10,708
Total assets	$	13,846				$	12,866
Derivative interest rate contracts			$	(11,818	)			$	(9,044	)
Total liabilities			$	(11,818	)			$	(9,044	)

The insurance deposit shown above represents an escrow account maintained in connection with a property and casualty insurance arrangement for the Company’s shopping centers, and is classified within Deferred Charges and Other Assets on the Consolidated Balance Sheet. Corresponding deferred revenue relating to amounts billed to tenants for this arrangement has been classified within Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheet.

The available-for-sale securities shown above consist of marketable securities that represent shares in a Vanguard REIT fund that were purchased to facilitate a tax efficient structure for the 2005 disposition of Woodland mall and is classified within Deferred Charges and Other Assets on the Consolidated Balance Sheet.

Financial Instruments Carried at Other Than Fair Values

Community Development District Obligation

The owner of one shopping center pays annual special assessment levies of a Community Development District (CDD), which provided certain infrastructure assets and improvements. As the amount and period of the special assessments were determinable, the Company capitalized the infrastructure assets and improvements and recognized an obligation for the future special assessments to be levied. At June 30, 2012 and December 31, 2011, the book value of the infrastructure assets and improvements, net of depreciation, was $40.6 million and $41.6 million, respectively. The related obligation is classified within Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheet and had a balance of $61.8 million at June 30, 2012 and December 31, 2011. The fair value of this obligation, derived from quoted market prices and therefore falling into Level 1 of the fair value hierarchy, was $63.0 million at June 30, 2012 and $58.2 million at December 31, 2011.

Notes Payable

The fair value of notes payable are estimated using cash flows discounted at current market rates and therefore fall into Level 2 of the fair value hierarchy. When selecting discount rates for purposes of estimating the fair value of notes payable at June 30, 2012 and December 31, 2011, the Company employed the credit spreads at which the debt was originally issued. Excluding 2010 through 2012 refinancings and debt assumed as part of the 2011 acquisitions, an additional 1.50% credit spread was added to the discount rate at June 30, 2012 and December 31, 2011, to attempt to account for current market conditions. This additional spread is an estimate and is not necessarily indicative of what the Company could obtain in the market at the reporting date. The Company does not believe that the use of different interest rate assumptions would have resulted in a materially different fair value of notes payable as of June 30, 2012 or December 31, 2011. To further assist financial statement users, the Company has included with its fair value disclosures an analysis of interest rate sensitivity.

The estimated fair values of notes payable at June 30, 2012 and December 31, 2011 are as follows:

	2012				2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Notes payable	$	2,836,148	$	2,981,334	$	3,145,602	$	3,299,243

The fair values of the notes payable are dependent on the interest rates used in estimating the values. An overall 1% increase in rates employed in making these estimates would have decreased the fair values of the debt shown above at June 30, 2012 by $84.8 million or 2.8%.

See Note 4 regarding the fair value of the Unconsolidated Joint Ventures’ notes payable, and Note 7 regarding additional information on derivatives.

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CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Minimum rents	$ 98,940	$ 83,759	$ 192,684	$ 166,640
Percentage rents	2,049	1,550	6,452	4,854
Expense recoveries	62,215	54,268	118,692	105,705
Management, leasing, and development services	8,559	4,480	17,207	10,340
Other	7,702	5,350	13,694	11,502
Total Revenue	179,465	149,407	348,729	299,041
Expenses:
Maintenance, taxes, utilities, and promotion	48,903	43,848	90,601	84,512
Other operating	19,922	15,804	36,232	32,883
Management, leasing, and development services	6,987	2,323	15,509	4,603
General and administrative	10,043	8,005	18,450	15,289
Interest expense	36,676	29,691	74,203	59,465
Depreciation and amortization	36,235	34,424	72,669	66,449
Total Expenses	158,766	134,095	307,664	263,201
Nonoperating income	71	656	195	761
Income from continuing operations before income tax (expense) benefit and equity in income of Unconsolidated Joint Ventures	20,770	15,968	41,260	36,601
Income tax (expense) benefit	(492)	5	(706)	(205)
Equity in income of Unconsolidated Joint Ventures	11,170	10,886	23,071	21,032
Income (loss) from continuing operations	31,448	26,859	63,625	57,428
Income (loss) from discontinued operations		(6,569)		(12,694)
Net income (loss)	31,448	20,290	63,625	44,734
Income (loss) from continuing operations attributable to noncontrolling interest	(11,013)	(9,938)	(21,598)	(21,549)
Income (loss) from discontinued operations attributable to noncontrolling interests		2,032		3,954
Net income (loss) attributable to Taubman Centers, Inc.	20,435	12,384	42,027	27,139
Distributions to participating securities of TRG	(403)	(381)	(806)	(762)
Preferred stock dividends	(3,659)	(3,659)	(7,317)	(7,317)
Net income (loss) attributable to Taubman Centers, Inc. common shareowners	16,373	8,344	33,904	19,060
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Net income (loss)	31,448	20,290	63,625	44,734
Unrealized gain (loss) on interest rate instruments and other	(7,223)	(2,972)	(4,438)	(337)
Reclassification adjustment for amounts recognized in net income	245	410	490	725
Other comprehensive income (loss)	(6,978)	(2,562)	(3,948)	388
Comprehensive income (loss)	24,470	17,728	59,677	45,122
Comprehensive (income) loss attributable to noncontrolling interests	(8,692)	(7,019)	(20,277)	(17,771)
Comprehensive income (loss) attributable to Taubman Centers, Inc.	$ 15,778	$ 10,709	$ 39,400	$ 27,351
Basic earnings per common share - Continuing operations	$ 0.28	$ 0.23	$ 0.58	$ 0.50
Basic earnings per common share - Discontinued operations		$ (0.08)		$ (0.16)
Total basic earnings per common share	$ 0.28	$ 0.15	$ 0.58	$ 0.34
Diluted earnings per common share - Continuing operations	$ 0.27	$ 0.23	$ 0.57	$ 0.49
Diluted earnings per common share - Discontinued operations		$ (0.08)		$ (0.15)
Total diluted earnings per common share	$ 0.27	$ 0.15	$ 0.57	$ 0.34
Cash dividends declared per common share	$ 0.4625	$ 0.4375	$ 0.9250	$ 0.8750
Weighted average number of common shares outstanding - basic	58,789,737	56,186,216	58,518,442	55,875,329

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Beneficial Interest in Debt and Interest Expense

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Beneficial interest in Debt and Interest Expense

Beneficial Interest in Debt and Interest Expense

The Operating Partnership's beneficial interest in the debt, capitalized interest, and interest expense of its consolidated subsidiaries and its Unconsolidated Joint Ventures is summarized in the following table. The Operating Partnership's beneficial interest in the consolidated subsidiaries excludes debt and interest related to the noncontrolling interests in Cherry Creek Shopping Center (50%), International Plaza (49.9%), The Mall at Wellington Green (10%), and MacArthur Center (5%).

	At 100%				At Beneficial Interest
	Consolidated Subsidiaries		Unconsolidated Joint Ventures		Consolidated Subsidiaries		Unconsolidated Joint Ventures
Debt as of:
June 30, 2012	$	2,836,148	$	1,273,666	$	2,507,423	$	688,191
December 31, 2011	3,145,602		1,138,808		2,816,877		580,557
Capitalized interest:
Six Months Ended June 30, 2012	98				96
Six Months Ended June 30, 2011	373				373
Interest expense from continuing operations:
Six Months Ended June 30, 2012	74,203		31,490		65,794		16,319
Six Months Ended June 30, 2011	59,465		29,545		53,823		15,324
Interest expense from discontinued operations(1):
Six Months Ended June 30, 2011	11,020				11,020

(1) Includes The Pier Shops and Regency Square (Note 2).

Debt Covenants and Guarantees

Certain loan agreements contain various restrictive covenants, including a minimum net worth requirement, a maximum leverage ratio, minimum interest coverage ratios, a minimum debt yield ratio, a maximum payout ratio on distributions, and a minimum fixed charges coverage ratio, the latter being the most restrictive. The Company is in compliance with all covenants and loan obligations as of June 30, 2012. The maximum payout ratio on distributions covenant limits the payment of distributions generally to 95% of funds from operations, as defined in the loan agreements, except as required to maintain the Company's tax status, pay preferred distributions, and for distributions related to the sale of certain assets.

Payments of principal and interest on the loans in the following table are guaranteed by the Operating Partnership as of June 30, 2012.

Center	Loan Balance as of 6/30/12		TRG's Beneficial Interest in Loan Balance as of 6/30/12		Amount of Loan Balance Guaranteed by TRG as of 6/30/12		% of Loan Balance Guaranteed by TRG		% of Interest Guaranteed by TRG
	(in millions)
Dolphin Mall	$	185.0	$	185.0	$	185.0	100	%	100	%
Fairlane Town Center	70.0		70.0		70.0		100	%	100	%
Twelve Oaks Mall	—		—		—		100	%	100	%

The Company is required to escrow cash balances for specific uses stipulated by certain of its lenders. As of June 30, 2012 and December 31, 2011, the Company’s cash balances restricted for these uses were $4.5 million and $5.9 million, respectively. Restricted cash at December 31, 2011 included cash funded by the Company's line of credit that was used to repay the $281.5 million of installment notes in February 2012 (Note 2).

2012 Financings

In April 2012, the maturity date on the Company's second line of credit was extended through April 2014. The maximum amount available under this facility increased to $65 million and the rate was increased to LIBOR plus 1.40% from LIBOR plus 1.00%.

In June 2012, a 10 year, $320 million non-recourse refinancing was completed on Westfarms, a 79% owned Unconsolidated Joint Venture.  The payments on the loan, which bears interest at an all-in fixed rate of 4.53%, are based on amortizing principal over 30 years.  The existing $179 million, 6.10% fixed rate loan was paid off and the Company's $110 million share of excess proceeds was used to pay down its revolving lines of credit.  In addition, the joint venture partners at Westfarms repaid the balance owed on the $5.1 million note receivable outstanding as of December 31, 2011 related to their share of the litigation charges that were paid in 2009.

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Investments in Unconsolidated Joint Ventures

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Investments in Unconsolidated Joint Ventures

Investments in Unconsolidated Joint Ventures

General Information

The Company owns beneficial interests in joint ventures that own shopping centers. The Operating Partnership is the direct or indirect managing general partner or managing member of these Unconsolidated Joint Ventures, except for the ventures that own Arizona Mills, The Mall at Millenia, and Waterside Shops.

Shopping Center	Ownership as of June 30, 2012 and December 31, 2011
Arizona Mills	50%
Fair Oaks	50
The Mall at Millenia	50
Stamford Town Center	50
Sunvalley	50
Waterside Shops	25
Westfarms	79

The Company's carrying value of its Investment in Unconsolidated Joint Ventures differs from its share of the partnership or members’ equity reported in the combined balance sheet of the Unconsolidated Joint Ventures due to (i) the Company's cost of its investment in excess of the historical net book values of the Unconsolidated Joint Ventures and (ii) the Operating Partnership’s adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the Unconsolidated Joint Ventures. The Company's additional basis allocated to depreciable assets is recognized on a straight-line basis over 40 years. The Operating Partnership’s differences in bases are amortized over the useful lives of the related assets.

In its Consolidated Balance Sheet, the Company separately reports its investment in Unconsolidated Joint Ventures for which accumulated distributions have exceeded investments in and net income of the Unconsolidated Joint Ventures. The net equity of certain joint ventures is less than zero because distributions are usually greater than net income, as net income includes non-cash charges for depreciation and amortization. In addition, any distributions related to refinancing of the centers further decrease the net equity of the centers.

The estimated fair value of the Unconsolidated Joint Ventures’ notes payable was $1.3 billion and $1.2 billion at June 30, 2012 and December 31, 2011, respectively. The methodology for determining this fair value is consistent with that used for determining the fair value of consolidated mortgage notes payable (Note 11).

In June 2012, a $320 million non-recourse refinancing was completed on Westfarms. A portion of the proceeds were used to pay off the existing $179 million loan (Note 5).

Combined Financial Information

Combined balance sheet and results of operations information is presented in the following table for the Unconsolidated Joint Ventures, followed by the Operating Partnership's beneficial interest in the combined operations information. Beneficial interest is calculated based on the Operating Partnership's ownership interest in each of the Unconsolidated Joint Ventures.

	June 30 2012			December 31 2011
Assets:
Properties	$	1,109,732		$	1,107,314
Accumulated depreciation and amortization	(459,040		)	(446,059		)
	$	650,692		$	661,255
Cash and cash equivalents	27,022			22,042
Accounts and notes receivable, less allowance for doubtful accounts of $1,488 and $1,422 in 2012 and 2011	15,914			24,628
Deferred charges and other assets	26,144			21,289
	$	719,772		$	729,214
Liabilities and accumulated deficiency in assets:
Mortgage notes payable	$	1,273,666		$	1,138,808
Accounts payable and other liabilities	55,639			55,737
TRG's accumulated deficiency in assets	(356,265		)	(244,758		)
Unconsolidated Joint Venture Partners' accumulated deficiency in assets	(253,268		)	(220,573		)
	$	719,772		$	729,214
TRG's accumulated deficiency in assets (above)	$	(356,265	)	$	(244,758	)
TRG basis adjustments, including elimination of intercompany profit	66,141			67,282
TCO's additional basis	59,828			60,801
Net investment in Unconsolidated Joint Ventures	$	(230,296	)	$	(116,675	)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures	306,599			192,257
Investment in Unconsolidated Joint Ventures	$	76,303		$	75,582

	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Revenues	$	66,771		$	62,918		$	132,081		$	126,277
Maintenance, taxes, utilities, promotion, and other operating expenses	$	22,108		$	20,769		$	42,330		$	41,006
Interest expense	15,823			13,949			31,490			29,545
Depreciation and amortization	8,849			8,952			17,123			18,137
Total operating costs	$	46,780		$	43,670		$	90,943		$	88,688
Nonoperating income	(7		)	5			1			10
Net income	$	19,984		$	19,253		$	41,139		$	37,599
Net income attributable to TRG	$	11,282		$	10,825		$	23,286		$	21,294
Realized intercompany profit, net of depreciation on TRG’s basis adjustments	373			546			757			710
Depreciation of TCO's additional basis	(485		)	(485		)	(972		)	(972		)
Equity in income of Unconsolidated Joint Ventures	$	11,170		$	10,886		$	23,071		$	21,032
Beneficial interest in Unconsolidated Joint Ventures’ operations:
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses	$	24,759		$	23,511		$	49,865		$	47,220
Interest expense	(8,225		)	(7,247		)	(16,319		)	(15,324		)
Depreciation and amortization	(5,364		)	(5,378		)	(10,475		)	(10,864		)
Equity in income of Unconsolidated Joint Ventures	$	11,170		$	10,886		$	23,071		$	21,032

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Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Reconciliation of redeemable noncontrolling interests

Reconciliation of Redeemable Noncontrolling Interests

	2012			2011
Balance January 1	$	84,235		$	—
Contributions	231			292
Allocation of net loss	(1,206		)	(292		)
Allocation of other comprehensive loss	(59		)
Distributions	(1,226		)
Redemption of TRG partnership units	(105		)
Adjustments of redeemable noncontrolling interests	467
Balance June 30	$	82,337		$	—

Net equity balance of noncontrolling interests

The net equity balance of the noncontrolling interests as of June 30, 2012 and December 31, 2011 includes the following:

	2012			2011
Non-redeemable noncontrolling interests:
Noncontrolling interests in consolidated joint ventures	$	(104,734	)	$	(101,872	)
Noncontrolling interests in partnership equity of TRG	(30,374		)	(22,452		)
	$	(135,108	)	$	(124,324	)

Net income (loss) attributable to noncontrolling interests

Net income attributable to the noncontrolling interests for the three months endedJune 30, 2012 and June 30, 2011 includes the following:

	2012			2011
Net income attributable to noncontrolling interests:
Non-redeemable noncontrolling interests:
Noncontrolling share of income of consolidated joint ventures	$	3,564		$	3,015
Noncontrolling share of income of TRG	7,731			4,506
TRG Series F preferred distributions				615
	$	11,295		$	8,136
Redeemable noncontrolling interests	(282		)	(230		)
	$	11,013		$	7,906

Net income attributable to the noncontrolling interests for the six months endedJune 30, 2012 and June 30, 2011 includes the following:

	2012			2011
Net income attributable to noncontrolling interests:
Non-redeemable noncontrolling interests:
Noncontrolling share of income of consolidated joint ventures	$	6,758		$	6,462
Noncontrolling share of income of TRG	16,046			10,195
TRG Series F preferred distributions				1,230
	$	22,804		$	17,887
Redeemable noncontrolling interests	(1,206		)	(292		)
	$	21,598		$	17,595

Effects of changes in ownership interest in consolidated subsidiaries on equity

The following schedule presents the effects of changes in Taubman Centers, Inc.’s ownership interest in consolidated subsidiaries on Taubman Centers, Inc.’s equity for the six months endedJune 30, 2012 and June 30, 2011:

	2012			2011
Net income attributable to Taubman Centers, Inc. common shareowners	$	33,904		$	19,060
Transfers (to) from the noncontrolling interest –
Decrease in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest (1)	(584		)	(40,762		)
Net transfers (to) from noncontrolling interests	(584		)	(40,762		)
Change from net income attributable to Taubman Centers, Inc. and transfers (to) from noncontrolling interests	$	33,320		$	(21,702	)

(1) In 2012 and 2011, adjustments of the noncontrolling interest were made as a result of changes in the Company's ownership of the Operating Partnership in connection with the Company's share-based compensation under employee and director benefit plans (Note 8), issuances of stock pursuant to the Continuing Offer (Note 9), issuance of common stock in June 2011, and redemptions of certain redeemable Operating Partnership units (Note 2).

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Acquisitions, Dispositions, and Development (Tables)

6 Months Ended

Jun. 30, 2012

Pending Acquisitions and Development [Abstract]

Schedule of Purchase Price Allocation [Table Text Block]

The following table summarizes the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed at the dates of acquisition.

		Allocation of purchase price
Properties:
	Land	$	74,200
	Buildings, improvements, and equipment	468,936
	Total additions to properties	$	543,136
Deferred charges and other assets:
	In-place leases	29,831
	Total assets acquired	$	572,967
Accounts payable and accrued liabilities:
	Below market rents	$	(3,377	)
Mortgage notes payable:
	Premium for above market interest rates	(9,590		)
	Total liabilities acquired	$	(12,967	)
	Net assets acquired	$	560,000

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Share-Based Compensation

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Share-Based Compensation

Share-Based Compensation

The Taubman Company 2008 Omnibus Long-Term Incentive Plan (2008 Omnibus Plan), as amended, which is shareowner approved, provides for the award to directors, officers, employees, and other service providers of the Company of restricted shares, restricted units of limited partnership in the Operating Partnership, options to purchase shares or Operating Partnership units, unrestricted shares or Operating Partnership units, and other awards to acquire up to an aggregate of 8.5 million Company common shares or Operating Partnership units. In addition, non-employee directors have the option to defer their compensation, other than their meeting fees, under a deferred compensation plan.

Non-option awards granted after an amendment of the 2008 Omnibus Plan in 2010 are deducted at a ratio of 1.85 Company common shares or Operating Partnership units, while non-option awards granted prior to the amendment are deducted at a ratio of 2.85. Options are deducted on a one-for-one basis. The amount available for future grants is adjusted when the number of contingently issuable shares or units are settled, for grants that are forfeited, and for options that expire without being exercised.

Prior to the adoption of the 2008 Omnibus Plan, the Company provided share-based compensation through an incentive option plan and non-employee directors' stock grant and deferred compensation plans.

The compensation cost charged to income for the Company’s share-based compensation plans was $3.3 million and $6.2 million for the three and six months endedJune 30, 2012, respectively. The compensation cost charged to income for the Company's share-based compensation plans was $2.2 million and $4.6 million for the three and six months endedJune 30, 2011, respectively. Compensation cost capitalized as part of properties and deferred leasing costs was approximately $0.3 million and $0.6 million for the three and six months endedJune 30, 2012, respectively, and approximately $0.1 million and $0.2 million for the three and six months endedJune 30, 2011, respectively.

The Company estimated the grant-date fair values of options, performance share units, and restricted share units using the methods discussed in the separate sections below for each type of grant. Expected volatility and dividend yields are based on historical volatility and yields of the Company’s common stock, respectively, as well as other factors. The risk-free interest rates used are based on the U.S. Treasury yield curves in effect at the times of grants. The Company assumes no forfeitures of options or performance share units due to the small number of participants and low turnover rate.

Options

A summary of option activity for the six months endedJune 30, 2012 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Range of Exercise Prices
Outstanding at January 1, 2012	1,321,990		$	37.13	4.8	$	13.83	-	$	55.90
Exercised	(96,408	)	31.90
Outstanding at June 30, 2012	1,225,582		$	37.55	4.4	$	13.83	-	$	55.90
Fully vested options at June 30, 2012	1,225,582		37.55		4.4

There were 0.2 million options that vested during the six months endedJune 30, 2012.

The aggregate intrinsic value (the difference between the period end stock price and the option exercise price) of in-the-money options outstanding and in-the-money fully vested options was $48.5 million as of June 30, 2012.

The total intrinsic value of options exercised during the six months endedJune 30, 2012 was $3.8 million. Cash received from option exercises for the six months endedJune 30, 2012 was $3.1 million. No options were exercised during the six months endedJune 30, 2011.

As of June 30, 2012, all options outstanding were fully vested, and there was no unrecognized compensation cost related to options.

Under both the prior option plan and the 2008 Omnibus Plan, vested unit options can be exercised by tendering mature units with a market value equal to the exercise price of the unit options. In 2002, Robert S. Taubman, the Company’s chief executive officer, exercised options for 3.0 million units by tendering 2.1 million mature units and deferring receipt of 0.9 million units under the unit option deferral election. As the Operating Partnership pays distributions, the deferred option units receive their proportionate share of the distributions in the form of cash payments. Under an amendment executed in January 2011, beginning in December 2017 (unless Mr. Taubman retires earlier), the deferred partnership units will be issued in ten annual installments. The deferred units are accounted for as participating securities of the Operating Partnership.

Performance Share Units

In February 2012, the Company granted Performance Share Units (PSU) under the 2008 Omnibus Plan. Each PSU represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-300% of the PSU based on the Company’s market performance relative to that of a peer group. The vesting date is three years from the grant date, if continuous service has been provided, or upon retirement or certain other events (such as death or disability) if earlier. No dividends accumulate during the vesting period. The Company estimated the value of these PSU granted using a Monte Carlo simulation, considering the Company’s common stock price at the grant date less the present value of the expected dividends during the vesting period, historical returns of the Company and the peer group of companies, a risk-free interest rate of 0.43%, and a measurement period of three years. The resulting weighted average grant-date fair value was $106.71 per PSU.

Also in February 2012, the Company granted additional PSU under the 2008 Omnibus Plan that represents the right to receive, upon vesting, shares of the Company’s common stock ranging from 0-400% of the PSU based on the Company’s market performance relative to that of a peer group. The vesting date is five years from the grant date, if continuous service has been provided, or upon certain other events (such as death or disability) if earlier. No dividends accumulate during the vesting period. The Company estimated the value of these PSU granted using a Monte Carlo simulation, considering the Company’s common stock price at the grant date less the present value of the expected dividends during the vesting period, historical returns of the Company and the peer group of companies, a risk-free interest rate of 0.87%, and a measurement period of five years. The resulting weighted average grant-date fair value was $187.73 per PSU.

A summary of PSU activity for the six months endedJune 30, 2012 is presented below:

	Number of Performance Share Units			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012	326,151			$	38.20
Vested	(196,943	)	(1)	15.60
Granted (three year vesting)	48,308			106.71
Granted (five year vesting)	104,161			187.73
Outstanding at June 30, 2012	281,677			$	121.04

(1) Based on the Company's market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the six months endedJune 30, 2012 equaled 240% of the number of PSU awards vested in the table above.

None of the PSU outstanding at June 30, 2012 were vested. As of June 30, 2012, there was $26.4 million of total unrecognized compensation cost related to nonvested PSU outstanding. This cost is expected to be recognized over an average period of 3.9 years.

Restricted Share Units

During 2012, Restricted Share Units (RSU) were issued under the 2008 Omnibus Plan and represent the right to receive upon vesting one share of the Company’s common stock. The units vest in March 2015, if continuous service has been provided through that period, or upon retirement or certain other events if earlier. No dividends accumulate during the vesting period.

The Company estimated the values of the RSU granted in 2012 using the Company’s common stock at the grant dates deducting the present value of expected dividends during the vesting period using a risk-free rate of 0.40% to 0.50%. The result of the Company’s valuations was a weighted average grant-date fair value of $63.46 per RSU granted during 2012.

A summary of RSU activity for the six months endedJune 30, 2012 is presented below:

	Number of Restricted Share Units		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012	605,927		$	22.06
Vested	(363,373	)	9.66
Granted	94,677		63.46
Forfeited	(2,196	)	43.12
Outstanding at June 30, 2012	335,035		$	47.07

None of the RSU outstanding at June 30, 2012 were vested. As of June 30, 2012, there was $8.4 million of total unrecognized compensation cost related to nonvested RSU outstanding. This cost is expected to be recognized over an average period of 2.1 years.

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Noncontrolling Interests

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Noncontrolling Interests

Noncontrolling Interests

Redeemable Noncontrolling Interests

In December 2011, the Company acquired The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village from affiliates of Davis Street Properties, LLC (Note 2). The purchase price consideration included approximately 1.3 million Operating Partnership units determined based on a value of $55 per unit. These partnership units will become eligible to be converted into the Company's common shares in December 2012 pursuant to the Continuing Offer (Note 9). Prior to that date, the holders have the ability to put the units back to the Operating Partnership for cash at the lesser of the current market price of the Company's common shares or $55 per share. Considering the redemption provisions, the Company is accounting for these Operating Partnership units as a redeemable noncontrolling interest until they become subject to the Continuing Offer. The carrying value of these units was $72.6 million at June 30, 2012 and $72.7 million at December 31, 2011. Adjustments to the redemption value are recorded through equity.

In December 2011, Taubman Asia acquired a 90% controlling interest in TCBL (Note 2). As part of the purchase price consideration, $11.9 million of capital in the newly formed company was credited by Taubman Asia to the noncontrolling owners, who also own a 10% residual interest. The noncontrolling ownership interest can be put back to the Company at 50% of the fair value of the ownership interest beginning in December 2016, increasing to 100% in December 2018. Taubman Asia will fund any additional capital required by the business and will receive a preferred return on all capital contributed. The ownership agreements provide for the distribution of preferred returns on capital as well as returns of all such capital prior to the sharing of profits on relative ownership interests. Considering the redemption provisions, the Company accounts for the joint venture partner's interest as a contingently redeemable noncontrolling interest. The carrying value of the interest was $9.8 million at June 30, 2012 and $11.6 million at December 31, 2011. Any adjustments to the redemption value will be recorded through equity.

The Company's president of Taubman Asia (the Asia President) has an ownership interest in Taubman Asia, a consolidated subsidiary. The Asia President is entitled to 10% of Taubman Asia's dividends, with 85% of his dividends being withheld as contributions to capital. These withholdings will continue until he contributes and maintains his capital consistent with a 10% ownership interest, including all capital funded by the Operating Partnership for Taubman Asia's operating and investment activities subsequent to the Asia President obtaining his ownership interest. The Operating Partnership will have a preferred investment in Taubman Asia to the extent the Asia President has not yet contributed capital commensurate with his ownership interest. This preferred investment will accrue an annual preferential return equal to the Operating Partnership's average borrowing rate (with the preferred investment and accrued return together being referred to herein as the preferred interest). Taubman Asia has the ability to call, and the Asia President has the ability to put, the Asia President’s ownership interest upon specified terminations of the Asia President’s employment, although such put or call right may not be exercised for specified time periods after certain termination events. The redemption price for the ownership interest is generally a nominal amount through 2013 and subsequently 50% (increasing to 100% as early as May 2015) of the fair value of the ownership interest less the amount required to return the Operating Partnership's preferred interest. The Company has determined that the Asia President's ownership interest in Taubman Asia qualifies as an equity award, considering its specific redemption provisions, and accounts for it as a contingently redeemable noncontrolling interest, with a carrying value of zero at June 30, 2012 and December 31, 2011. Any adjustments to the redemption value are recorded through equity.

The Company owns a 90% controlling interest in a joint venture that is focusing on developing and owning outlet shopping centers. The amount of capital that the 10% joint venture partner is required to contribute is capped. The Company will have a preferred investment to the extent it contributes capital in excess of the amount commensurate with its ownership interest. The Company has the right to purchase the joint venture partner's entire interest and the joint venture partner has the right to require the Company to purchase the joint venture partner's entire interest. Additionally, the parties each have a one-time put and/or call on the joint venture partner’s interest in any stabilized centers, while still maintaining the ongoing joint venture relationship. The purchase price of the joint venture partner's interest will be based on fair value. Considering the redemption provisions, the Company accounts for the joint venture partner’s interest as a contingently redeemable noncontrolling interest with a carrying value of zero at June 30, 2012 and December 31, 2011. Any adjustments to the redemption value are recorded through equity.

Reconciliation of Redeemable Noncontrolling Interests

	2012			2011
Balance January 1	$	84,235		$	—
Contributions	231			292
Allocation of net loss	(1,206		)	(292		)
Allocation of other comprehensive loss	(59		)
Distributions	(1,226		)
Redemption of TRG partnership units	(105		)
Adjustments of redeemable noncontrolling interests	467
Balance June 30	$	82,337		$	—

Equity Balances of Nonredeemable Noncontrolling Interests

The net equity balance of the noncontrolling interests as of June 30, 2012 and December 31, 2011 includes the following:

	2012			2011
Non-redeemable noncontrolling interests:
Noncontrolling interests in consolidated joint ventures	$	(104,734	)	$	(101,872	)
Noncontrolling interests in partnership equity of TRG	(30,374		)	(22,452		)
	$	(135,108	)	$	(124,324	)

Income Allocable to Noncontrolling Interests

Net income attributable to the noncontrolling interests for the three months endedJune 30, 2012 and June 30, 2011 includes the following:

	2012			2011
Net income attributable to noncontrolling interests:
Non-redeemable noncontrolling interests:
Noncontrolling share of income of consolidated joint ventures	$	3,564		$	3,015
Noncontrolling share of income of TRG	7,731			4,506
TRG Series F preferred distributions				615
	$	11,295		$	8,136
Redeemable noncontrolling interests	(282		)	(230		)
	$	11,013		$	7,906

Net income attributable to the noncontrolling interests for the six months endedJune 30, 2012 and June 30, 2011 includes the following:

	2012			2011
Net income attributable to noncontrolling interests:
Non-redeemable noncontrolling interests:
Noncontrolling share of income of consolidated joint ventures	$	6,758		$	6,462
Noncontrolling share of income of TRG	16,046			10,195
TRG Series F preferred distributions				1,230
	$	22,804		$	17,887
Redeemable noncontrolling interests	(1,206		)	(292		)
	$	21,598		$	17,595

Equity Transactions

The following schedule presents the effects of changes in Taubman Centers, Inc.’s ownership interest in consolidated subsidiaries on Taubman Centers, Inc.’s equity for the six months endedJune 30, 2012 and June 30, 2011:

	2012			2011
Net income attributable to Taubman Centers, Inc. common shareowners	$	33,904		$	19,060
Transfers (to) from the noncontrolling interest –
Decrease in Taubman Centers, Inc.’s paid-in capital for the adjustments of noncontrolling interest (1)	(584		)	(40,762		)
Net transfers (to) from noncontrolling interests	(584		)	(40,762		)
Change from net income attributable to Taubman Centers, Inc. and transfers (to) from noncontrolling interests	$	33,320		$	(21,702	)

(1) In 2012 and 2011, adjustments of the noncontrolling interest were made as a result of changes in the Company's ownership of the Operating Partnership in connection with the Company's share-based compensation under employee and director benefit plans (Note 8), issuances of stock pursuant to the Continuing Offer (Note 9), issuance of common stock in June 2011, and redemptions of certain redeemable Operating Partnership units (Note 2).

Finite Life Entities

Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. At June 30, 2012, the Company held controlling interests in consolidated entities with specified termination dates in 2081 and 2083. The noncontrolling owners’ interests in these entities are to be settled upon termination by distribution or transfer of either cash or specific assets of the underlying entity. The estimated fair value of these noncontrolling interests was approximately $208 million at June 30, 2012, compared to a book value of $(101.4) million that is classified in Noncontrolling Interests in the Company’s Consolidated Balance Sheet. The fair values of the noncontrolling interests were calculated as the noncontrolling interests' ownership shares of the underlying properties' fair values. The properties' fair values were estimated by considering their in-place net operating incomes, current market capitalization rates, and mortgage debt outstanding.

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Derivative and Hedging Activities

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Derivative and Hedging Activities

Derivative and Hedging Activities

Risk Management Objective and Strategies for Using Derivatives

The Company uses derivative instruments, such as interest rate swaps and interest rate caps, primarily to manage exposure to interest rate risks inherent in variable rate debt and refinancings. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. The Company’s interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date.

The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging.

As of June 30, 2012, the Company had the following outstanding interest rate derivatives that were designated and are expected to be effective as cash flow hedges of the interest payments on the associated debt.

Instrument Type	Ownership		Notional Amount		Swap Rate		Credit Spread on Loan		Total Swapped Rate on Loan		Maturity Date
Consolidated Subsidiaries:
Receive variable (LIBOR) /pay-fixed swap (1)	95.0	%	$	131,000	2.64	%	2.35	%	4.99	%	September 2020
Unconsolidated Joint Ventures:
Receive variable (LIBOR) /pay-fixed swap	50.0	%	30,000		5.05	%	0.90	%	5.95	%	November 2012
Receive variable (LIBOR) /pay-fixed swap (2)	50.0	%	137,500		2.40	%	1.70	%	4.10	%	April 2018
Receive variable (LIBOR) /pay-fixed swap (2)	50.0	%	137,500		2.40	%	1.70	%	4.10	%	April 2018

(1) The notional amount of the swap is equal to the outstanding principal balance on the loan, which begins amortizing in September 2012.

(2) The notional amount on each of these swaps is equal to 50% of the outstanding principal balance on the loan, which begins amortizing in August 2014.

Cash Flow Hedges of Interest Rate Risk

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the unrealized gain or loss on the derivative is reported as a component of Other Comprehensive Income (OCI). The ineffective portion of the change in fair value, if any, is recognized directly in earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in Accumulated Other Comprehensive Income (Loss) (AOCI) during the term of the hedged debt transaction.

Amounts reported in AOCI related to currently outstanding derivatives are recognized as an adjustment to income as interest payments are made on the Company’s variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCI are recognized as an adjustment to income over the term of the hedged debt transaction.

The Company expects that approximately $6.8 million of the AOCI of Taubman Centers, Inc. and the noncontrolling interests will be reclassified from AOCI and recognized as a reduction of income in the following 12 months.

As of June 30, 2012, the Company had $0.9 million of net realized losses included in AOCI resulting from settled derivative instruments, which were designated as cash flow hedges that are being recognized as a reduction of income over the term of the hedged debt.

The following tables present the effect of derivative instruments on the Company’s Consolidated Statement of Operations and Comprehensive Income for the three and six months endedJune 30, 2012 and June 30, 2011. The tables include the location and amount of unrealized gains and losses on outstanding derivative instruments in cash flow hedging relationships and the location and amount of realized losses reclassified from AOCI into income resulting from settled derivative instruments associated with hedged debt.

During the three months endedJune 30, 2012 and June 30, 2011, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
	Three Months Ended June 30							Three Months Ended June 30
	2012			2011				2012			2011
Derivatives in cash flow hedging relationships:
Interest rate contracts – consolidated subsidiaries	$	(4,506	)	$	(3,180	)	Interest Expense	$	(794	)	$	(802	)
Interest rate contracts – UJVs	(2,757		)	101			Equity in Income of UJVs	(925		)	(180		)
Total derivatives in cash flow hedging relationships	$	(7,263	)	$	(3,079	)		$	(1,719	)	$	(982	)
Realized losses on settled cash flow hedges:
Interest rate contracts – consolidated subsidiaries							Interest Expense	$	(151	)	$	(315	)
Interest rate contract – UJVs							Equity in Income of UJVs	(94		)	(94		)
Total realized losses on settled cash flow hedges								$	(245	)	$	(409	)

During the six months endedJune 30, 2012 and June 30, 2011, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
	Six Months Ended June 30							Six Months Ended June 30
	2012			2011				2012			2011
Derivatives in cash flow hedging relationships:
Interest rate contracts – consolidated subsidiaries	$	(2,774	)	$	(1,553	)	Interest Expense	$	(1,578	)	$	(1,872	)
Interest rate contracts – UJVs	(1,909		)	1,044			Equity in Income of UJVs	(1,835		)	(1,158		)
Total derivatives in cash flow hedging relationships	$	(4,683	)	$	(509	)		$	(3,413	)	$	(3,030	)
Realized losses on settled cash flow hedges:
Interest rate contracts – consolidated subsidiaries							Interest Expense	$	(302	)	$	(536	)
Interest rate contract – UJVs							Equity in Income of UJVs	(188		)	(188		)
Total realized losses on settled cash flow hedges								$	(490	)	$	(724	)

The Company records all derivative instruments at fair value in the Consolidated Balance Sheet. The following table presents the location and fair value of the Company’s derivative financial instruments as reported in the Consolidated Balance Sheet as of June 30, 2012 and December 31, 2011.

		Fair Value
	Consolidated Balance Sheet Location	June 30 2012			December 31 2011
Derivatives designated as hedging instruments:
Liability derivatives:
Interest rate contract – consolidated subsidiaries	Accounts Payable and Accrued Liabilities	$	(11,818	)	$	(9,044	)
Interest rate contracts – UJVs	Investment in UJVs	(10,954		)	(9,045		)
Total liabilities designated as hedging instruments		$	(22,772	)	$	(18,089	)

Contingent Features

All of the Company's outstanding derivatives contain provisions that state if the hedged entity defaults on any of its indebtedness in excess of $1 million, then the derivative obligation could also be declared in default. As of June 30, 2012, the Company is not in default on any debt obligations that would trigger a credit risk related default on its current outstanding derivatives.

As of June 30, 2012 and December 31, 2011, the fair value of derivative instruments with credit-risk-related contingent features that are in a liability position was $22.8 million and $18.1 million, respectively. As of June 30, 2012 and December 31, 2011, the Company was not required to post any collateral related to these agreements. If the Company breached any of these provisions it would be required to settle its obligations under the agreements at their fair value. See Note 11 for fair value information on derivatives.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Cash Tender

At the time of the Company's initial public offering and acquisition of its partnership interest in the Operating Partnership in 1992, the Company entered into an agreement (the Cash Tender Agreement) with A. Alfred Taubman, who owns an interest in the Operating Partnership, whereby he has the annual right to tender to the Company partnership units in the Operating Partnership (provided that the aggregate value is at least $50 million) and cause the Company to purchase the tendered interests at a purchase price based on a market valuation of the Company on the trading date immediately preceding the date of the tender. At A. Alfred Taubman's election, his family may participate in tenders. The Company will have the option to pay for these interests from available cash, borrowed funds, or from the proceeds of an offering of the Company's common stock. Generally, the Company expects to finance these purchases through the sale of new shares of its stock. The tendering partner will bear all market risk if the market price at closing is less than the purchase price and will bear the costs of sale. Any proceeds of the offering in excess of the purchase price will be for the sole benefit of the Company. The Company accounts for the Cash Tender Agreement between the Company and Mr. Taubman as a freestanding written put option. As the option put price is defined by the current market price of the Company's stock at the time of tender, the fair value of the written option defined by the Cash Tender Agreement is considered to be zero.

Based on a market value at June 30, 2012 of $77.16 per common share, the aggregate value of interests in the Operating Partnership that may be tendered under the Cash Tender Agreement was approximately $1.9 billion. The purchase of these interests at June 30, 2012 would have resulted in the Company owning an additional 28% interest in the Operating Partnership.

Continuing Offer

The Company has made a continuing, irrevocable offer to all present holders (other than certain excluded holders, including A. Alfred Taubman), permitted assignees of all present holders, those future holders of partnership interests in the Operating Partnership as the Company may, in its sole discretion, agree to include in the continuing offer, all existing optionees under the previous option plan, and all existing and future optionees under the 2008 Omnibus Plan to exchange shares of common stock for partnership interests in the Operating Partnership (the Continuing Offer). The Operating Partnership units issued in connection with the acquisition of The Mall at Green Hills and The Gardens on El Paseo and El Paseo Village are not eligible to be converted into common shares under the Continuing Offer until December 2012. Under the Continuing Offer agreement, one unit of the Operating Partnership interest is exchangeable for one share of the Company's common stock. Upon a tender of Operating Partnership units, the corresponding shares of Series B Preferred Stock, if any, will automatically be converted into the Company’s common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock.

Litigation

In April 2009, two restaurant owners, their two restaurants, and their principal filed a lawsuit in United States District Court for the Eastern District of Pennsylvania (Case No. 09-CV-01619) against Atlantic Pier Associates LLC ("APA", the then owner of the leasehold interest in The Pier Shops), the Operating Partnership, Taubman Centers, Inc., the owners of APA and certain affiliates of such owners, three individuals affiliated with, or at one time employed by an affiliate of one of the owners, and, subsequently added the Manager as a defendant. The plaintiffs are alleging the defendants misrepresented and concealed the status of certain tenant leases at The Pier Shops and that such status was relied upon by the plaintiffs in making decisions about their own leases. The plaintiffs are seeking damages exceeding $20 million, rescission of their leases, exemplary or punitive damages, costs and expenses, attorney's fees, return of certain rent, and other relief as the court may determine. The claims against the Operating Partnership, Taubman Centers, Inc., the Manager, other Taubman defendants, and one of the owners were dismissed in July 2011, but, in August 2011, the restaurant owners reinstated the same claims in a state court action that was then removed to the United States District Court for the Eastern District of Pennsylvania (Case No. 11-CV-05676). The defendants are vigorously defending the action. The outcome of this lawsuit cannot be predicted with any certainty and management is currently unable to estimate an amount or range of potential loss that could result if an unfavorable outcome occurs. While management does not believe that an adverse outcome in this lawsuit would have a material adverse effect on the Company's financial condition, there can be no assurance that an adverse outcome would not have a material effect on the Company's results of operations for any particular period.

Other

See Note 5 for the Operating Partnership's guarantees of certain notes payable, Note 6 for contingent features relating to certain joint venture agreements, Note 7 for contingent features relating to derivative instruments, and Note 8 for obligations under existing share-based compensation plans.

See Note 6 for the Operating Partnership's contingent obligation to repurchase units issued in connection with the acquisition of centers ending December 2012. Subsequent to that date the units will become eligible to be converted into common shares under the Continuing Offer.

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Investments in Unconsolidated Joint Ventures (Combined Financial Information Income Statement) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Equity method investment, summarized financial information, income statement [Abstract]
Revenues	$ 66,771	$ 62,918	$ 132,081	$ 126,277
Maintenance, taxes, utilities, promotion, and other operating expenses	22,108	20,769	42,330	41,006
Interest expense	15,823	13,949	31,490	29,545
Depreciation and amortization	8,849	8,952	17,123	18,137
Total operating costs	46,780	43,670	90,943	88,688
Nonoperating income	(7)	5	1	10
Net income	19,984	19,253	41,139	37,599
Net income attributable to TRG	11,282	10,825	23,286	21,294
Realized intercompany profit, net of depreciation on TRG's basis adjustments	373	546	757	710
Depreciation of TCO's additional basis	(485)	(485)	(972)	(972)
Equity in income of Unconsolidated Joint Ventures	11,170	10,886	23,071	21,032
Beneficial interest in Unconsolidated Joint Ventures' operations:
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses	24,759	23,511	49,865	47,220
Interest expense	(8,225)	(7,247)	(16,319)	(15,324)
Depreciation and amortization	(5,364)	(5,378)	(10,475)	(10,864)
Equity in income of Unconsolidated Joint Ventures	$ 11,170	$ 10,886	$ 23,071	$ 21,032

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Investments in Unconsolidated Joint Ventures (Tables)

6 Months Ended

Jun. 30, 2012

Equity Method Investment Summarized Financial Information Text Block

Combined balance sheet and results of operations information is presented in the following table for the Unconsolidated Joint Ventures, followed by the Operating Partnership's beneficial interest in the combined operations information. Beneficial interest is calculated based on the Operating Partnership's ownership interest in each of the Unconsolidated Joint Ventures.

	June 30 2012			December 31 2011
Assets:
Properties	$	1,109,732		$	1,107,314
Accumulated depreciation and amortization	(459,040		)	(446,059		)
	$	650,692		$	661,255
Cash and cash equivalents	27,022			22,042
Accounts and notes receivable, less allowance for doubtful accounts of $1,488 and $1,422 in 2012 and 2011	15,914			24,628
Deferred charges and other assets	26,144			21,289
	$	719,772		$	729,214
Liabilities and accumulated deficiency in assets:
Mortgage notes payable	$	1,273,666		$	1,138,808
Accounts payable and other liabilities	55,639			55,737
TRG's accumulated deficiency in assets	(356,265		)	(244,758		)
Unconsolidated Joint Venture Partners' accumulated deficiency in assets	(253,268		)	(220,573		)
	$	719,772		$	729,214
TRG's accumulated deficiency in assets (above)	$	(356,265	)	$	(244,758	)
TRG basis adjustments, including elimination of intercompany profit	66,141			67,282
TCO's additional basis	59,828			60,801
Net investment in Unconsolidated Joint Ventures	$	(230,296	)	$	(116,675	)
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures	306,599			192,257
Investment in Unconsolidated Joint Ventures	$	76,303		$	75,582

	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
Revenues	$	66,771		$	62,918		$	132,081		$	126,277
Maintenance, taxes, utilities, promotion, and other operating expenses	$	22,108		$	20,769		$	42,330		$	41,006
Interest expense	15,823			13,949			31,490			29,545
Depreciation and amortization	8,849			8,952			17,123			18,137
Total operating costs	$	46,780		$	43,670		$	90,943		$	88,688
Nonoperating income	(7		)	5			1			10
Net income	$	19,984		$	19,253		$	41,139		$	37,599
Net income attributable to TRG	$	11,282		$	10,825		$	23,286		$	21,294
Realized intercompany profit, net of depreciation on TRG’s basis adjustments	373			546			757			710
Depreciation of TCO's additional basis	(485		)	(485		)	(972		)	(972		)
Equity in income of Unconsolidated Joint Ventures	$	11,170		$	10,886		$	23,071		$	21,032
Beneficial interest in Unconsolidated Joint Ventures’ operations:
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses	$	24,759		$	23,511		$	49,865		$	47,220
Interest expense	(8,225		)	(7,247		)	(16,319		)	(15,324		)
Depreciation and amortization	(5,364		)	(5,378		)	(10,475		)	(10,864		)
Equity in income of Unconsolidated Joint Ventures	$	11,170		$	10,886		$	23,071		$	21,032

Beneficial Interests In Joint Ventures

The Company owns beneficial interests in joint ventures that own shopping centers. The Operating Partnership is the direct or indirect managing general partner or managing member of these Unconsolidated Joint Ventures, except for the ventures that own Arizona Mills, The Mall at Millenia, and Waterside Shops.

Shopping Center	Ownership as of June 30, 2012 and December 31, 2011
Arizona Mills	50%
Fair Oaks	50
The Mall at Millenia	50
Stamford Town Center	50
Sunvalley	50
Waterside Shops	25
Westfarms	79

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Basic and diluted earnings per share

As of June 30, 2012, there were 4.0 million partnership units outstanding and 0.9 million unissued partnership units under unit option deferral elections exchangeable for common shares of the Company under the Continuing Offer that were excluded from the computation of diluted earnings per share as they were anti-dilutive in all periods presented. Also, there were out-of-the-money options for 0.1 million and 0.2 million shares for the three and six months endedJune 30, 2011 that were excluded from the computation of diluted EPS because they were anti-dilutive.

	Three Months Ended June 30					Six Months Ended June 30
	2012		2011			2012		2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
Income from continuing operations	$	16,373	$	12,881		$	33,904	$	27,800
Loss from discontinued operations			(4,537		)			(8,740		)
Basic	$	16,373	$	8,344		$	33,904	$	19,060
Shares (Denominator) – basic	58,789,737		56,186,216			58,518,442		55,875,329
Earnings per common share from continuing operations	$	0.28	$	0.23		$	0.58	$	0.50
Loss from discontinued operations			(0.08		)			(0.16		)
Earnings per common share – basic	$	0.28	$	0.15		$	0.58	$	0.34

	Three Months Ended June 30					Six Months Ended June 30
	2012		2011			2012		2011
Net income (loss) attributable to Taubman Centers, Inc. common shareowners (Numerator):
Income from continuing operations - basic	$	16,373	$	12,881		$	33,904	$	27,800
Impact of additional ownership of TRG on income from continuing operations	134		126			302		257
Income from continuing operations - diluted	$	16,507	$	13,007		$	34,206	$	28,057
Loss from discontinued operations - basic			(4,537		)			(8,740		)
Impact of additional ownership of TRG on loss from discontinued operations			(40		)			(73		)
Diluted	$	16,507	$	8,430		$	34,206	$	19,244
Shares – basic	58,789,737		56,186,216			58,518,442		55,875,329
Effect of dilutive securities	1,411,648		1,583,249			1,536,180		1,501,547
Shares (Denominator) – diluted	60,201,385		57,769,465			60,054,622		57,376,876
Earnings per common share from continuing operations	$	0.27	$	0.23		$	0.57	$	0.49
Loss from discontinued operations			(0.08		)			(0.15		)
Earnings per common share – diluted	$	0.27	$	0.15		$	0.57	$	0.34

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Derivative and Hedging Activities (Location and Fair Value of Derivative Instruments as Reported in the Consoiidated Balance Sheet) (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]
Total liability derivatives designated as hedging instruments	$ (22,772,000)	$ (18,089,000)
Contingent features [Abstract]
Maximum amount of defaults on any of the hedged entity's indebtedness before the derivative obligation could also be declared in default	1,000,000
Interest Rate Contracts Consolidated Subsidiaries Member | Accounts Payable and Accrued Liabilities [Member]
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]
Total liability derivatives designated as hedging instruments	(11,818,000)	(9,044,000)
Interest Rate Contracts Ujvs Member | Investment in UJVs [Member]
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]
Total liability derivatives designated as hedging instruments	$ (10,954,000)	$ (9,045,000)

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income [Member]	Accumulated Distributions in Excess of Net Income [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2010	$ (527,911)	$ 26	$ 547	$ 589,881	$ (14,925)	$ (939,290)	$ (164,150)
Balance (in shares) at Dec. 31, 2010		33,713,126	54,696,054
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of offering costs	111,926		20	111,906
Issuance of common stock, net of offering costs (in shares)			2,012,500
Issuance of stock pursuant to Continuing Offer		(1)	(11)	10
Issuance of stock pursuant to Continuing Offer (in shares)		(1,092,690)	(1,092,766)
Share-based compensation under employee and director benefit plans	3,384		1	3,383
Share-based compensation under employee and director benefit plans (in shares)			88,210
Adjustments of noncontrolling interests				(40,762)	490		40,272
Contributions from noncontrolling interests (excludes contributions from redeemable noncontrolling interests)	31,417						31,417
Dividend equivalents	(53)					(53)
Dividends and distributions (excludes distributions attributable to redeemable noncontrolling interests)	(91,009)					(57,013)	(33,996)
Net income (excludes net loss attributable to redeemable noncontrolling interests)	45,026					27,139	17,887
Unrealized gain (loss) on interest rate instruments and other (excludes other comprehensive income attritbutable to redeemable noncontrolling interests)	(337)				(291)		(46)
Reclassification adjustment for amounts recognized in net income	725				503		222
Balance at Jun. 30, 2011	(426,832)	25	579	664,398	(14,223)	(969,217)	(108,394)
Balance (in shares) at Jun. 30, 2011		32,620,436	57,889,530
Balance at Dec. 31, 2011	(340,448)	26	580	673,923	(27,613)	(863,040)	(124,324)
Balance (in shares) at Dec. 31, 2011		33,941,958	58,022,475
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock pursuant to Continuing Offer (in shares)		(46,900)	(46,902)
Share-based compensation under employee and director benefit plans	(3,199)		8	(3,207)
Share-based compensation under employee and director benefit plans (in shares)			743,211
Tax impact of share-based compensation	530			530
Adjustments of noncontrolling interests	(467)			(584)	10		107
Adjustments of noncontrolling interests (in shares)		(1,900)
Dividend equivalents	(68)					(68)
Dividends and distributions (excludes distributions attributable to redeemable noncontrolling interests)	(94,944)					(62,510)	(32,434)
Net income (excludes net loss attributable to redeemable noncontrolling interests)	64,831					42,027	22,804
Unrealized gain (loss) on interest rate instruments and other (excludes other comprehensive income attritbutable to redeemable noncontrolling interests)	(4,379)				(2,966)		(1,413)
Reclassification adjustment for amounts recognized in net income	490				338		152
Balance at Jun. 30, 2012	$ (377,654)	$ 26	$ 588	$ 670,662	$ (30,231)	$ (883,591)	$ (135,108)
Balance (in shares) at Jun. 30, 2012		33,893,158	58,812,588

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Income Taxes

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Income Taxes

Income Taxes

Income Tax Expense

The Company’s income tax expense for the three and six months endedJune 30, 2012 and 2011 is as follows:

	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
State current	$	22		$	186		$	65		$	428
State deferred	(8		)	(197		)	(12		)	(246		)
Federal current	335			18			538			35
Federal deferred	199			(12		)	165			(12		)
Foreign current	(56		)				(50		)
Total income tax expense (benefit)	$	492		$	(5	)	$	706		$	205

Deferred Taxes

Deferred tax assets and liabilities as of June 30, 2012 and December 31, 2011 are as follows:

	2012			2011
Deferred tax assets:
Federal	$	3,490		$	3,655
Foreign	1,753			1,196
State	238			232
Total deferred tax assets	$	5,481		$	5,083
Valuation allowances	(1,913		)	(1,373		)
Net deferred tax assets	$	3,568		$	3,710
Deferred tax liabilities:
Federal	$	623		$	623
State	117			121
Total deferred tax liabilities	$	740		$	744

The Company believes that it is more likely than not the results of future operations will generate sufficient taxable income to recognize the net deferred tax assets. These future operations are primarily dependent upon the Manager’s profitability, the timing and amounts of gains on land sales, the profitability of the Company’s Asia operations, and other factors affecting the results of operations of the Taxable REIT Subsidiaries. The valuation allowances relate to net operating loss carryforwards and tax basis differences where there is uncertainty regarding their realizability.

During the six months endedJune 30, 2012, the Company realized a $0.5 million tax benefit as additional paid-in capital relating to the redemption of certain share-based compensation awards.  This benefit represents the amount of the tax deduction that exceeds the recognized deferred tax asset relating to the awards, which was based on their cumulative book compensation cost. This excess tax deduction is due to changes in the fair value of the Company's shares between the grant date (the measurement date for book purposes) and the exercise date (the measurement date for tax purposes) of the awards.

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Fair Value Disclosures (Tables)

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:

	Fair Value Measurements as of June 30, 2012 Using					Fair Value Measurements as of December 31, 2011 Using
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Available-for-sale securities	$	2,401				$	2,158
Insurance deposit	11,445					10,708
Total assets	$	13,846				$	12,866
Derivative interest rate contracts			$	(11,818	)			$	(9,044	)
Total liabilities			$	(11,818	)			$	(9,044	)

Estimated fair value of notes payable

The estimated fair values of notes payable at June 30, 2012 and December 31, 2011 are as follows:

	2012				2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Notes payable	$	2,836,148	$	2,981,334	$	3,145,602	$	3,299,243

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Noncontrolling Interests (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended			6 Months Ended								12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012 Taubman Asia [Member]	Jun. 30, 2012 Joint Venture Focusing On Developing and Owning Outlet Shopping Centers Member	Jun. 30, 2012 Consolidated Joint Venture 1 [Member]	Jun. 30, 2012 Consolidated Joint Venture 2 [Member]	Jun. 30, 2012 Additional Paid-in Capital [Member]	Jun. 30, 2011 Additional Paid-in Capital [Member]	Jun. 30, 2012 Taubman TCBL [Member]	Dec. 31, 2011 Taubman TCBL [Member]	Dec. 31, 2011 The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village [Member]	Jun. 30, 2012 The Mall at Green Hills, The Gardens on El Paseo and El Paseo Village [Member]
Redeemable noncontrolling interests [Abstract]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares														1.3
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Partnership Units - Value per unit														$ 55
Temporary Equity, Maximum Put Redemption Price Per Share for Davis Street units														$ 55
Ownership percentage in consolidated subsidiary (in hundredths)							90.00%					90.00%
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned													$ 11,900,000
Percentage of noncontrolling interests (in hundredths)						10.00%	10.00%					10.00%
Temporary Equity, Redemption Percentage beginning 2016												50.00%
Temporary Equity, Redemption Percentage beginning 2018												100.00%
Temporary Equity, Carrying Amount												9,800,000	11,600,000	72,700,000	72,600,000
Percentage of dividends to which the President is entitled (in hundredths)						10.00%
Percentage of President's dividends withheld as contributions to capital (in hundredths)						85.00%
Temporary Equity, Redemption Percentage 2013 - May 2015						50.00%
Temporary Equity, Redemption Percentage beginning May 2015						100.00%
Number of times available to put or call the joint venture partner's interest							one-time
Redeemable Noncontrolling Interest, Equity, Carrying Value						zero	zero
Reconciliation of redeemable noncontrolling interests [Roll Forward]
Beginning Balance		0	84,235,000	0
Contributions			231,000	292,000
Allocation of net income (loss)			(1,206,000)	(292,000)
Other Comprehensive Income (Loss)			(59,000)
Distributions			(1,226,000)
Temporary Equity, Redemption of TRG Partnership Units			(105,000)
Temporary Equity, Accretion to Redemption Value			467,000
Ending Balance	82,337,000		82,337,000
Non-redeemable noncontrolling interests:
Noncontrolling interests in consolidated joint ventures	(104,734,000)		(104,734,000)		(101,872,000)
Noncontrolling interests in partnership equity of TRG	(30,374,000)		(30,374,000)		(22,452,000)
Non-redeemable noncontrolling interests	(135,108,000)		(135,108,000)		(124,324,000)
Income (loss) allocable to noncontrolling interests:
Noncontrolling share of income (loss) of consolidated joint ventures	3,564,000	3,015,000	6,758,000	6,462,000
Noncontrolling share of income (loss) of TRG	7,731,000	4,506,000	16,046,000	10,195,000
TRG Series F preferred distributions		615,000		1,230,000
Net income (loss) attributable to non-redeemable noncontrolling interests	11,295,000	8,136,000	22,804,000	17,887,000
Redeemable noncontrolling interests	(282,000)	(230,000)	(1,206,000)	(292,000)
Net income (loss) attributable to noncontrolling interests	11,013,000	7,906,000	21,598,000	17,595,000
Effects of changes in ownership interest in consolidated subsidiaries on equity [Abstract]
Net Income (Loss) Available to Common Stockholders, Basic	16,373,000	8,344,000	33,904,000	19,060,000
Transfers (to) from the noncontrolling interest -
Decrease in Taubman Centers, Inc.'s paid-in-capital for the adjustments of noncontrolling interest			(467,000)							(584,000)	(40,762,000)
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests										(584,000)	(40,762,000)
Net Income Loss Available To Common Stockholders Basic Net Of Transfers To From Noncontrolling Interest			33,320,000	(21,702,000)
Finite Life Entities [Abstract]
Terminaton date of partnership agreement								Dec. 01, 2081	Dec. 01, 2083
Estimated fair value of noncontrolling interests in finite life entities	208,000,000		208,000,000
Book value of noncontrolling interests in finite life entities	$ (101,400,000)		$ (101,400,000)

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Income tax expense (benefit)

The Company’s income tax expense for the three and six months endedJune 30, 2012 and 2011 is as follows:

	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011
State current	$	22		$	186		$	65		$	428
State deferred	(8		)	(197		)	(12		)	(246		)
Federal current	335			18			538			35
Federal deferred	199			(12		)	165			(12		)
Foreign current	(56		)				(50		)
Total income tax expense (benefit)	$	492		$	(5	)	$	706		$	205

Deferred tax assets and liabilities

Deferred tax assets and liabilities as of June 30, 2012 and December 31, 2011 are as follows:

	2012			2011
Deferred tax assets:
Federal	$	3,490		$	3,655
Foreign	1,753			1,196
State	238			232
Total deferred tax assets	$	5,481		$	5,083
Valuation allowances	(1,913		)	(1,373		)
Net deferred tax assets	$	3,568		$	3,710
Deferred tax liabilities:
Federal	$	623		$	623
State	117			121
Total deferred tax liabilities	$	740		$	744