TAUBMAN CENTERS INC, 10-K filed on 2/27/2020
Annual Report
v3.19.3.a.u2
Document and Entity Information Document - USD ($)
$ / shares in Units, $ in Billions
12 Months Ended
Dec. 31, 2019
Feb. 26, 2020
Jun. 28, 2019
Entity Information [Line Items]      
Entity Central Index Key 0000890319    
Document Type 10-K    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2019    
Entity File Number 1-11530    
Entity Registrant Name TAUBMAN CENTERS, INC.    
Entity Incorporation, State or Country Code MI    
Entity Tax Identification Number 38-2033632    
Entity Address, Address Line One 200 East Long Lake Road,    
Entity Address, Address Line Two Suite 300,    
Entity Address, City or Town Bloomfield Hills,    
Entity Address, State or Province MI    
Entity Address, Country US    
Entity Address, Postal Zip Code 48304-2324    
City Area Code (248)    
Local Phone Number 258-6800    
Current Fiscal Year End Date --12-31    
Amendment Flag false    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
Equity in Common Stock, Shares Held by Non-Affiliates, Shares     59,434,600
Entity Public Float     $ 2.4
Share Price $ 31.09   $ 40.83
Entity Common Stock, Shares Outstanding   61,238,366  
Common Stock [Member]      
Entity Information [Line Items]      
Title of 12(b) Security Common Stock, $0.01 Par Value    
Trading Symbol TCO    
Security Exchange Name NYSE    
Series J Preferred Stock [Member]      
Entity Information [Line Items]      
Title of 12(b) Security 6.5% Series J Cumulative Redeemable Preferred Stock,No Par Value    
Trading Symbol TCO PR J    
Security Exchange Name NYSE    
Series K Preferred Stock [Member]      
Entity Information [Line Items]      
Title of 12(b) Security 6.25% Series K CumulativeRedeemable Preferred Stock,No Par Value    
Trading Symbol TCO PR K    
Security Exchange Name NYSE    
v3.19.3.a.u2
CONSOLIDATED BALANCE SHEET - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Assets:    
Properties (Notes 1, 4, and 8) $ 4,731,061 $ 4,717,569
Accumulated depreciation and amortization (1,514,992) (1,404,692)
Real Estate Investment Property, Net 3,216,069 3,312,877
Investment in Unconsolidated Joint Ventures (UJVs) (Notes 2 and 5) 831,995 673,616
Cash and cash equivalents (Note 18) 102,762 48,372
Restricted cash (Notes 1 and 18) 656 94,557
Accounts and notes receivable (Note 6) 95,416 77,730
Accounts receivable from related parties (Note 12) 2,112 1,818
Operating lease right-of-use assets (Note 11) 173,796  
Deferred charges and other assets (Note 7) 92,659 135,136
Total Assets 4,515,465 4,344,106
Liabilities:    
Notes payable, net (Note 8) 3,710,327 3,830,195
Accounts payable and accrued liabilities 268,714 336,208
Operating lease liabilities (Note 11) 240,777  
Distributions in excess of investments in and net income of UJVs (Note 5) 473,053 477,800
Total Liabilities 4,692,871 4,644,203
Commitments and contingencies (Notes 8, 9, 10, 11, 13, and 15)
Redeemable noncontrolling interests (Note 9) 0 7,800
Equity:    
Series B Non-Participating Convertible Preferred Stock, $0.001 par and liquidation value, 40,000,000 shares authorized, 26,398,473 and 24,862,994 shares issued and outstanding at December 31, 2019 and 2018 26 25
Common Stock, $0.01 par value, 250,000,000 shares authorized, 61,228,579 and 61,069,108 shares issued and outstanding at December 31, 2019 and 2018 612 611
Additional paid-in capital 741,026 676,097
Accumulated other comprehensive income (loss) (Notes 10 and 19) (39,003) (25,376)
Dividends in excess of net income (Notes 1 and 10) (712,884) (744,230)
Stockholders' Equity Attributable to Parent (10,223) (92,873)
Noncontrolling interests (Notes 1 and 9) (167,183) (215,024)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest (177,406) (307,897)
Total Liabilities and Equity $ 4,515,465 $ 4,344,106
v3.19.3.a.u2
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Common stock, par value per share $ 0.01 $ 0.01
Common stock, shares authorized 250,000,000 250,000,000
Common stock, shares issued 61,228,579 61,069,108
Common stock, shares outstanding 61,228,579 61,069,108
Series B Preferred Stock [Member]    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares authorized 40,000,000 40,000,000
Preferred Stock, shares issued 26,398,473 24,862,994
Preferred Stock, shares outstanding 26,398,473 24,862,994
Series J Preferred Stock [Member]    
Preferred Stock, par value $ 0 $ 0
Preferred Stock, liquidation preference, value $ 192,500,000 $ 192,500,000
Preferred Stock, shares authorized 7,700,000 7,700,000
Preferred Stock, shares issued 7,700,000 7,700,000
Preferred Stock, shares outstanding 7,700,000 7,700,000
Series K Preferred Stock [Member]    
Preferred Stock, par value $ 0 $ 0
Preferred Stock, liquidation preference, value $ 170,000,000 $ 170,000,000
Preferred Stock, shares authorized 6,800,000 6,800,000
Preferred Stock, shares issued 6,800,000 6,800,000
Preferred Stock, shares outstanding 6,800,000 6,800,000
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CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenues:      
Rental revenues (Note 11) $ 581,755,000    
Minimum rents (Note 11) $ 353,226,000 $ 345,557,000
Overage rents 19,210,000 16,670,000 16,923,000
Expense recoveries (Note 11) 205,514,000 211,625,000
Management, leasing, and development services 4,846,000 3,271,000 4,383,000
Other (Note 11) 55,243,000 62,189,000 50,677,000
Total Revenues 661,054,000 640,870,000 629,165,000
Expenses:      
Maintenance, taxes, utilities, and promotion 163,538,000 157,957,000 167,091,000
Other operating (Notes 1 and 11) 82,488,000 87,308,000 94,513,000
Management, leasing, and development services 3,582,000 1,470,000 2,157,000
General and administrative 40,566,000 37,174,000 39,018,000
Impairment charge (Note 1) 72,232,000 0 0
Restructuring charges (Note 1) 3,543,000 596,000 13,848,000
Costs associated with shareholder activism (Note 1) 17,305,000 12,500,000 14,500,000
Interest expense 148,407,000 133,197,000 108,572,000
Depreciation and amortization 188,407,000 179,275,000 167,806,000
Total Expenses 720,068,000 609,477,000 607,505,000
Nonoperating income, net (Notes 7 and 15) 27,449,000 14,714,000 23,828,000
Income (loss) before income tax benefit (expense), equity in income of UJVs, gains on partial dispositions of ownership interests in UJVs, net of tax, and gains on remeasurements of ownership interests in UJVs (31,565,000) 46,107,000 45,488,000
Income tax benefit (expense) (Note 3) (6,332,000) 231,000 (105,000)
Equity in income of UJVs (Note 5) 49,166,000 69,404,000 67,374,000
Income before gains on partial dispositions of ownership interests in UJVs, net of tax, and gains on remeasurements of ownership interests in UJVs 11,269,000 115,742,000 112,757,000
Gains on partial dispositions of ownership interests in UJVs, net of tax (Note 2) 154,466,000
Gains on remeasurements of ownership interests in UJVs (Note 2) 164,639,000    
Net income 330,374,000 115,742,000 112,757,000
Net income attributable to noncontrolling interests (Note 9) (100,898,000) (32,256,000) (32,052,000)
Net income attributable to Taubman Centers, Inc. 229,476,000 83,486,000 80,705,000
Distributions to participating securities of TRG (Note 13) (2,413,000) (2,396,000) (2,300,000)
Preferred stock dividends (Note 14) (23,138,000) (23,138,000) (23,138,000)
Net income attributable to Taubman Centers, Inc. common shareholders 203,925,000 57,952,000 55,267,000
Other comprehensive income (loss) (Note 19):      
Unrealized gain (loss) on interest rate instruments and other (14,038,000) (38,000) 57,000
Cumulative translation adjustment (14,171,000) (23,240,000) 33,303,000
Reclassification adjustment for amounts recognized in net income (930,000) (1,809,000) 7,564,000
Other Comprehensive Income (Loss), Net of Tax (29,139,000) (25,087,000) 40,924,000
Comprehensive income 301,235,000 90,655,000 153,681,000
Comprehensive income attributable to noncontrolling interests (95,049,000) (24,994,000) (43,956,000)
Comprehensive income attributable to Taubman Centers, Inc. $ 206,186,000 $ 65,661,000 $ 109,725,000
Basic earnings per common share (Note 16) $ 3.33 $ 0.95 $ 0.91
Diluted earnings per common share (Note 16) $ 3.32 $ 0.95 $ 0.91
Weighted average number of common shares outstanding – basic 61,181,983 60,994,444 60,675,129
v3.19.3.a.u2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($)
$ in Thousands
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]
Former Taubman Asia President Redeemable Noncontrolling Interest [Member]
Balance at Dec. 31, 2016 $ (70,703) $ 25 $ 604 $ 657,281 $ (35,916) $ (549,914) $ (142,783)  
Balance, shares at Dec. 31, 2016   39,529,059 60,430,613          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Issuance of stock pursuant to Continuing Offer (Notes 13, 14, and 15) 0   $ (1) (1)        
Issuance of stock pursuant to Continuing Offer (Notes 13, 14, and 15), shares   (90,945) (90,950)          
Share-based compensation under employee and director benefit plans (Note 13) 18,049   $ 3 18,046        
Share-based compensation under employee and director benefit plans (Note 13), shares     311,355          
Former Asia President redeemable equity adjustment (Note 9) 1,204     1,204        
Adjustments of noncontrolling interests (Note 9) (924)     (1,197) (23)   296  
Dividends and distributions (251,927)         (177,266)    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders             (74,661)  
Other (332)       (332)  
Net income (excludes net loss attributable to redeemable noncontrolling interest) (Note 9) 113,681         80,705 32,976  
Unrealized gain (loss) on interest rate instruments and other 57       41   16  
Cumulative translation adjustment 33,303       23,615   9,688  
Reclassification adjustment for amounts recognized in net income 7,564       5,364   2,200  
Balance at Dec. 31, 2017 (150,028) $ 25 $ 608 675,333 (6,919) (646,807) (172,268)  
Balance, shares at Dec. 31, 2017   39,438,114 60,832,918          
Payments for Repurchase of Redeemable Noncontrolling Interest              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Issuance of stock pursuant to Continuing Offer (Notes 13, 14, and 15) 0   $ (1) (1)        
Issuance of stock pursuant to Continuing Offer (Notes 13, 14, and 15), shares   (75,120) (77,584)          
Share-based compensation under employee and director benefit plans (Note 13) 6,068   $ 2 6,066        
Share-based compensation under employee and director benefit plans (Note 13), shares     158,606          
Former Asia President redeemable equity adjustment (Note 9) (300)     (300)       300
Adjustments of noncontrolling interests (Note 9) (280)     (601) 47   274  
Dividends and distributions (253,420)         (185,392)    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders             (68,028)  
Cumulative Effect New Accounting Principle In Period Of Adoption         (679)      
Other (872)     (4,400) (679) 4,483 (276)  
Net income (excludes net loss attributable to redeemable noncontrolling interest) (Note 9) 116,022         83,486 32,536  
Unrealized gain (loss) on interest rate instruments and other (38)       (26)   (12)  
Cumulative translation adjustment (23,240)       (16,513)   (6,727)  
Reclassification adjustment for amounts recognized in net income (1,809)       (1,286)   523  
Balance at Dec. 31, 2018 (307,897) $ 25 $ 611 676,097 (25,376) (744,230) (215,024)  
Balance, shares at Dec. 31, 2018   39,362,994 61,069,108          
Payments for Repurchase of Redeemable Noncontrolling Interest               (6,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Issuance of stock pursuant to Continuing Offer (Notes 13, 14, and 15) 0              
Issuance of stock pursuant to Continuing Offer (Notes 13, 14, and 15), shares   (55,704) (60,155)          
Issuance of equity for acquisition of interest in UJV (Note 2) 79,320 $ 1         79,319  
Issuance of equity for acquisition of interest in UJV (Note 2), shares   1,500,000            
Share-based compensation under employee and director benefit plans (Note 13) 7,435   $ 1 7,434        
Share-based compensation under employee and director benefit plans (Note 13), shares   91,183 99,316          
Former Asia President redeemable equity adjustment (Note 9) 1,800     1,800       $ (1,800)
Adjustments of noncontrolling interests (Note 9) (237)     55,695 (76)   (55,856)  
Dividends and distributions (263,442)         (190,771)    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders             (72,671)  
Cumulative Effect New Accounting Principle In Period Of Adoption 4,919         3,156 1,763  
Partial dispositions of ownership interests in UJVs (Note 2) 0       9,739 (9,739)    
Other (776)         (776)    
Net income (excludes net loss attributable to redeemable noncontrolling interest) (Note 9) 330,611         229,476 101,135  
Unrealized gain (loss) on interest rate instruments and other (14,038)       (9,806)   (4,232)  
Cumulative translation adjustment (14,171)       (12,835)   (1,336)  
Reclassification adjustment for amounts recognized in net income (930)       (649)   (281)  
Balance at Dec. 31, 2019 $ (177,406) $ 26 $ 612 $ 741,026 $ (39,003) $ (712,884) $ (167,183)  
Balance, shares at Dec. 31, 2019   40,898,473 61,228,579          
v3.19.3.a.u2
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash Flows From Operating Activities:      
Net income $ 330,374,000 $ 115,742,000 $ 112,757,000
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 188,407,000 179,275,000 167,806,000
Provision for bad debts (Note 1) 3,728,000 11,025,000
Gains on partial dispositions of ownership interests in UJVs, net of tax (Note 2) (154,466,000)
Gains on remeasurements of ownership interests in UJVs (Note 2) (164,639,000)    
Gain on Saks settlement - The Mall of San Juan (Note 15) 10,095,000    
Impairment charge (Note 1) 72,232,000 0 0
Gains on sales of peripheral land 1,034,000 (945,000)
Gain on Simon common share conversion (Note 7) (11,613,000)
Fluctuation in fair value of equity securities (Notes 1 and 7) (3,492,000) (2,801,000)  
Income (loss) from UJVs net of distributions 3,981,000 (1,429,000) 845,000
Non-cash operating lease expense 2,074,000    
Other 12,905,000 14,730,000 17,285,000
Increase (decrease) in cash attributable to changes in assets and liabilities:      
Receivables, deferred charges, and other assets (21,670,000) (17,141,000) (26,420,000)
Accounts payable and other liabilities (1,838,000) 2,762,000 7,634,000
Net Cash Provided By Operating Activities 253,773,000 293,832,000 278,374,000
Cash Flows From Investing Activities:      
Additions to properties (196,343,000) (289,854,000) (353,322,000)
Partial reimbursement of Saks anchor allowance at The Mall of San Juan (Note 15) 20,000,000    
Proceeds from partial dispositions of ownership interests in UJVs (Note 2) 285,334,000    
Proceeds from sales of peripheral land 1,260,000 1,300,000
Proceeds from sale of equity securities (Note 7) 52,077,000 54,703,000  
Insurance proceeds for capital items at The Mall of San Juan (Note 15) 948,000 5,768,000  
Contributions to UJVs (Note 2) (70,972,000) (95,329,000) (32,990,000)
Distributions from UJVs in excess of income (Note 2) 6,181,000 (2,173,000) 70,002,000
Other 93,000 89,000 86,000
Net Cash Provided By (Used In) Investing Activities 97,318,000 (325,536,000) (314,924,000)
Cash Flows From Financing Activities:      
Proceeds from (payments to) revolving lines of credit, net (84,675,000) 255,020,000 269,955,000
Debt proceeds 10,080,000 800,000,000 336,749,000
Debt payments (36,912,000) (778,549,000) (308,673,000)
Debt issuance costs (7,622,000) (5,112,000) (6,665,000)
Issuance of common stock and/or TRG Units in connection with incentive plans (816,000) (2,396,000) 6,289,000
Distributions to noncontrolling interests (Note 9) (78,671,000) (68,028,000) (74,661,000)
Distributions to participating securities of TRG (2,413,000) (2,396,000) (2,300,000)
Cash dividends to preferred shareholders (23,138,000) (23,138,000) (23,138,000)
Cash dividends to common shareholders (165,220,000) (159,858,000) (151,828,000)
Net Cash Provided By (Used In) Financing Activities (389,387,000) 15,543,000 45,728,000
Effect of Exchange Rate on Cash and Cash Equivalents (1,215,000) (5,314,000) 2,261,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect (39,511,000) (21,475,000) 11,439,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents at Beginning of Year 142,929,000 164,404,000 152,965,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents at End of Year $ 103,418,000 $ 142,929,000 $ 164,404,000
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Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Documents Incorporated by Reference [Text Block]

Summary of Significant Accounting Policies Summary of Significant Accounting Policies

Organization and Basis of Presentation

General

Taubman Centers, Inc. (TCO) is a Michigan corporation that operates as a self-administered and self-managed real estate investment trust (REIT). TCO's sole asset is an approximate 70% general partnership interest in The Taubman Realty Group Limited Partnership (TRG), which owns direct or indirect interests in all of our real estate properties. In this report, the terms "we", "us", and "our" refers to TCO, TRG, and/or TRG's subsidiaries as the context may require. We own, manage, lease, acquire, dispose of, develop, and expand retail shopping centers and interests therein. Our owned portfolio as of December 31, 2019 included 24 urban and suburban shopping centers operating in 11 U.S. states, Puerto Rico, South Korea, and China. The Taubman Company LLC (the Manager) provides certain management and administrative services for us and for our U.S. properties.

The Consolidated Businesses consist of shopping centers and entities that are controlled, through ownership or contractual agreements, by TRG, the Manager, or 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, or UJVs) are accounted for under the equity method.

In May 2018, we entered into a redevelopment agreement for Taubman Prestige Outlets Chesterfield, and all operations at the center, as well as the building and improvements, were transferred to The Staenberg Group (TSG). TSG leases the land from us through a long-term, participating ground lease. We have the right to terminate the ground lease in the event that a redevelopment has not begun within five years, with the buildings and improvements reverting to us upon such a termination. We have deferred recognition of a sale until our termination right is no longer available, with the right ceasing upon TSG commencing construction of a redevelopment. TSG has made significant progress on its redevelopment plans and the commencement of construction is probable within the year, leading to an expected sale of the property in 2020. Accordingly, the center was classified as held for sale as of December 31, 2019 and an impairment charge of $72.2 million was recognized in the fourth quarter, which reduced the book value of the buildings, improvements, and equipment that were transferred to zero. The shopping center has been excluded from our owned shopping center portfolio disclosure above.

Dollar amounts presented in tables within the notes to the financial statements are stated in thousands, except share data or as otherwise noted.

Consolidation

The consolidated financial statements of TCO include all accounts of TCO, TRG, and its consolidated subsidiaries, including 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.

In determining the method of accounting for partially owned joint ventures, we evaluate the characteristics of associated entities and determine whether an entity is a variable interest entity (VIE), and, if so, determine whether we are the primary beneficiary by analyzing whether we have both the power to direct the entity's significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity's operations, the entity's financing and capital structure, and contractual relationship and terms, including consideration of governance and decision making rights. We consolidate a VIE when we have determined that we are the primary beneficiary. All of our consolidated joint ventures, including TRG, meet the definition and criteria as VIEs, as either we or an affiliate of ours is the primary beneficiary of each VIE.

TCO's sole asset is an approximate 70% general partnership interest in TRG and, consequently, substantially all of TCO's consolidated assets and liabilities are assets and liabilities of TRG. All of TCO's debt (Note 8) is an obligation of TRG or our consolidated subsidiaries. Note 8 also provides disclosure of guarantees provided by TRG to certain consolidated joint ventures. Note 9 provides additional disclosures of the carrying balance of the noncontrolling interests in our consolidated joint ventures and other information, including a description of certain rights of the noncontrolling owners.
Investments in UJVs are accounted for under the equity method. We have evaluated our investments in the UJVs under guidance for determining whether an entity is a VIE and have concluded that the ventures are not VIEs. Accordingly, we account for our 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). Our partners or other owners in these UJVs 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 we have concluded that the equity method of accounting is appropriate for these interests. Specifically, our 79% and 50.1% investments in Westfarms and International Plaza, respectively, are through general partnerships in which the other general partners have participating rights over annual operating budgets, capital spending, refinancing, or sale of the property. We provide our beneficial interest in certain financial information of our UJVs (Notes 5 and 8). This beneficial information is derived as our ownership interest in the investee multiplied by the specific financial statement item being presented. Investors are cautioned that deriving our beneficial interest in this manner may not accurately depict the legal and economic implications of holding a noncontrolling interest in the investee.

TRG

At December 31, 2019 and 2018, TRG's equity included two classes of preferred equity (Series J and K Preferred Equity) and the net equity of the TRG unitholders. Net income and distributions of TRG are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in TRG in accordance with their percentage ownership. The Series J and K Preferred Equity are owned by TCO and are eliminated in consolidation.

The partnership equity of TRG and TCO's ownership therein are shown below:
Year
 
TRG Units outstanding at December 31
 
TRG Units owned by TCO at December 31(1)
 
TRG Units owned by noncontrolling interests at December 31
 
TCO's % interest in TRG at December 31
 
TCO's average interest % in TRG
2019
 
87,644,651

 
61,228,579

 
26,416,072

 
70%
 
70%
2018
 
85,946,862

 
61,069,108

 
24,877,754

 
71
 
71
2017
 
85,788,252

 
60,832,918

 
24,955,334

 
71
 
71

(1)
There is a one-for-one relationship between TRG Units owned by TCO and TCO common shares outstanding; amounts in this column are equal to TCO’s common shares outstanding as of the specified dates.

Outstanding voting securities of TCO at December 31, 2019 consisted of 26,398,473 shares of Series B Non-Participating Convertible Preferred Stock (Series B Preferred Shares) (Note 14) and 61,228,579 shares of common stock.

The remaining approximate 30% of TRG Units are owned by TRG’s partners other than TCO, including Robert S. Taubman, William S. Taubman, Gayle Taubman Kalisman, and the A. Alfred Taubman Restated Revocable Trust (Taubman Family).

Revenue Recognition

General

Shopping center space is generally leased to tenants under short and intermediate term leases that are accounted for as operating leases. Rental revenues are generally recognized on a straight-line basis over the lease terms, unless specific tenant circumstances indicate that the revenue should be recorded on a cash basis. For traditional net leases, where tenants reimburse the landlord for an allocation of reimbursable costs incurred, we recognize revenue in the period the applicable costs are chargeable to tenants. Overage rent is accrued when lessees' specified sales targets have been met (Note 11).










Disaggregation of Revenue

The nature, amount, timing, and uncertainty of individual types of revenues may be affected differently by economic factors. Under Accounting Standards Codification (ASC) Topic 606, "Revenue from Contracts with Customers", we are required to disclose a disaggregation of our revenues derived from contracts with customers that considers economic differences between revenue types. The following table summarizes our disaggregation of consolidated revenues for this purpose.
 
 
Year Ended December 31
 
 
2019
 
2018
 
2017
Expense recoveries(1)
 

 
$
205,514

 
$
211,625

Shopping center and other operational revenues (2)
 
$
55,243

 
48,434

 
40,902

Management, leasing, and development services
 
4,846

 
3,271

 
4,383

Total revenue from contracts with customers
 
$
60,089

 
$
257,219

 
$
256,910


(1)
Pursuant to our adoption of ASC Topic 842, "Leases", beginning January 1, 2019, expense recoveries have been combined with minimum rent on the Consolidated Statement of Operations and Comprehensive Income (Loss) into Rental Revenues and is no longer required to be disaggregated.
(2)
Represents consolidated Other revenue reported on the Consolidated Statement of Operations and Comprehensive Income (Loss) excluding lease cancellation income for the years ended December 31, 2018 and 2017. Pursuant to the adoption of ASC Topic 842, "Leases", beginning January 1, 2019, lease cancellation income is now presented in Rental Revenues on the Consolidated Statement of Operations and Comprehensive Income (Loss).

Nature of Services and Performance Obligations

Expense recoveries revenue represented reimbursements from mall tenants for (1) services performed by us to the benefit of all mall tenants and the property as a whole for common area maintenance, (2) insurance, property taxes, and utilities, and (3) promotion and other miscellaneous charges. Pursuant to our adoption of ASC Topic 842, "Leases", beginning January 1, 2019, expense recoveries have been combined with minimum rent on the Consolidated Statement of Operations and Comprehensive Income (Loss) into Rental Revenues and is no longer required to be disaggregated.

Shopping center and other operational revenues represent a collection of non-core revenue streams that are generated through the course of owning and operating a shopping center, including sponsorship, parking, and storage income, as well as revenues from food and beverage operations. The contracts for these revenue streams are predominately short-term in nature and individually do not contain more than one performance obligation. In addition, we record revenue for property services fees billed for the management of our Asia centers, which represents one performance obligation. We satisfy our performance obligations related to shopping center and other operational revenues either over time or at a point in time, depending on the specific nature of the revenue generating activity. For performance obligations that are satisfied at a point in time, including food and beverage and parking income, the control of the good or service is immediately transferred to the customer upon completion of the performance obligation. Payment terms related to shopping center and other operational revenues vary depending on the nature of the agreement, however, payment is generally due directly upon the satisfaction of the related performance obligation.

Management, leasing, and development services revenue represents income from various services performed by us for our third party customers, as provided for under management agreements. These services typically generate fees that are based on operating results of the shopping centers, the execution and opening of mall tenants, and/or the successful completion of other agreed-upon services. As each management agreement provides for a variety of services, significant judgment is required to identify multiple performance obligations. The standalone selling price of each performance obligation is determined based on the terms of the management agreement and the specific services being rendered. Each performance obligation is considered to be satisfied over time as services are rendered. The related revenue is recognized upon billing, as the amounts invoiced generally correspond directly with the value the customer is receiving from the services. Customers are invoiced on a quarterly basis and payment is generally due within 30 days of each calendar quarter.

Information about Contract Balances and Unsatisfied Performance Obligations

Contract assets exist when we have a right to payment for services rendered that remains conditional on factors other than the passage of time. Similarly, contract liabilities are incurred when customers prepay for services to be rendered. Certain revenue streams within shopping center and other operational revenues may give rise to contract assets and liabilities. However, these revenue streams are generally short-term in nature and the difference between revenue recognition and cash collection, although variable, does not differ significantly from period to period. As of December 31, 2019, we had an inconsequential amount of contract assets and liabilities.
The aggregate amount of the transaction price allocated to our performance obligations that were unsatisfied, or partially unsatisfied, as of December 31, 2019 were inconsequential.

Depreciation and Amortization

Buildings, improvements, and equipment are primarily depreciated on straight-line bases over the estimated useful lives of the assets, which generally range from 3 to 50 years. Capital expenditures that are recoverable from tenants are generally depreciated over the estimated recovery period. Intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Tenant allowances are depreciated on a straight-line basis over the shorter of the useful life of the leasehold improvements or the lease term. Deferred leasing costs are amortized on a straight-line basis over the lives of the related leases. In the event of early termination of such leases, the unrecoverable net book values of the assets are recognized as depreciation and amortization expense in the period of termination.

Capitalization

Direct and indirect costs that are clearly related to the acquisition, development, construction, and improvement of properties are capitalized. Compensation costs are allocated based on actual time spent on a project. Costs incurred on real estate for ground leases, property taxes, insurance, and interest costs for qualifying assets are capitalized during periods in which activities necessary to get the property ready for its intended use are in progress.

The viability of all projects under construction or development, including those owned by UJVs, are regularly evaluated on an individual basis under the accounting for abandonment of assets or changes in use. To the extent a project, or individual components of the project, are no longer considered to have value, the related capitalized costs are charged against operations. Additionally, all properties are reviewed for impairment on an individual basis whenever events or changes in circumstances, such as changes in expected holding periods, indicate that their carrying value may not be recoverable. Impairment of a shopping center owned by consolidated entities is recognized when the sum of expected cash flows (undiscounted and without interest charges) is less than the carrying value of the property. Other than temporary impairment of an investment in an UJV is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value, including the results of discounted cash flow and other valuation techniques. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is charged to income. In the fourth quarter of December 31, 2019, we recognized $72.2 million as an Impairment Charge on Taubman Prestige Outlets Chesterfield on our Consolidated Statement of Operations and Comprehensive Income (Loss) and our beneficial share of an impairment charge of $18.0 million on Stamford Town Center in Equity in Income of UJVs on our Consolidated Statement of Operations and Comprehensive Income (Loss) (Note 5). No impairment charges were recognized for the years ended December 31, 2018 or 2017.

In leasing a shopping center space, we may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership, for accounting purposes, of such improvements. If we are considered the owner of the leasehold improvements for accounting purposes, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Factors considered during this evaluation usually include (1) who holds legal title to the improvements, (2) evidentiary requirements concerning the spending of the tenant allowance, and (3) other controlling rights provided by the lease agreement (e.g. unilateral control of the tenant space during the build-out process). Determination of the accounting for a tenant allowance is made on a case-by-case basis, considering the facts and circumstances of the individual tenant lease. Substantially all of our tenant allowances have been determined to be leasehold improvements.

Cash and Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with a maturity of 90 days or less at the date of purchase. We deposit cash and cash equivalents with institutions with high credit quality. From time to time, cash and cash equivalents may be in excess of FDIC insurance limits. Substantially all cash and cash equivalents at December 31, 2019 were not insured or guaranteed by the FDIC or any other government agency and were invested across nine separate financial institutions as of December 31, 2019. Included in restricted cash is $0.4 million at December 31, 2019 on deposit in excess of the FDIC insured limit.



Acquisitions

We recognize the assets acquired, the liabilities assumed, and any noncontrolling interests in the acquiree at their fair values as of the acquisition date. The cost of acquiring a controlling ownership interest or an additional ownership interest (if not already consolidated) is allocated to the tangible assets acquired (such as land and building) and to any identifiable intangible assets based on their estimated fair values at the date of acquisition. The fair value of a property is determined on an "as-if-vacant" basis. Management considers various factors in estimating the "as-if-vacant" value including an estimated lease up period, lost rents, and carrying costs. The identifiable intangible assets would include the estimated value of "in-place" leases, above and below market "in-place" leases, and tenant relationships. The portion of the purchase price that management determines should be allocated to identifiable intangible assets is amortized in depreciation and amortization or as an adjustment to rental revenue, as appropriate, over the estimated life of the associated intangible asset (for instance, the remaining life of the associated tenant lease). We account for the acquisition of shopping centers as asset acquisitions, and as such, costs related to the acquisition of controlling and non-controlling interests, including due diligence costs, professional fees, and other costs related to the acquisition, are capitalized.

Deferred Charges and Other Assets

Direct costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. Cash expenditures for leasing costs are recognized in the Consolidated Statement of Cash Flows as operating activities. Debt issuance costs incurred in connection with our revolving lines of credit are deferred and amortized on a straight-line basis, which approximates the effective interest method. All other deferred charges are amortized on a straight-line basis over the terms of the agreements to which they relate.

Share-Based Compensation Plans

The cost of share-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized over the requisite employee service period which is generally the vesting period of the grant. We recognize compensation costs for awards with graded vesting schedules on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. We recognize compensation costs for awards with net operating income performance conditions based on the grant date fair value of the award that coincides with the expected outcome of the condition, as updated for actual results (Note 13).

Interest Rate Hedging Agreements

All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If a derivative is designated as a cash flow hedge, all changes in the fair value of the derivative are recorded in other comprehensive income (OCI) and are recognized in the income statement when the hedged item affects income (Note 10).

We formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives and strategies for undertaking various hedge transactions. We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items.

Insurance Accounting

We carry liability insurance to mitigate our exposure to certain losses, including those relating to property damage and business interruption. We record the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is not recorded until the proceeds are received. Insurance recoveries for business interruption for lost revenue or profit are accounted for as gain contingencies in their entirety, and therefore are not recorded in income until the proceeds are received.

During the years ended December 31, 2019, 2018, and 2017, we recorded insurance proceeds related to reimbursement of expenses and property damage incurred at The Mall of San Juan as a result of Hurricane Maria (Note 15).



Income Taxes

We operate in such a manner as to qualify as a REIT under the applicable provisions of the Internal Revenue Code. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains, to our shareholders and meet certain other requirements. As a REIT, we are entitled to a dividends paid deduction for the dividends we pay to our shareholders. Therefore, we will generally not be subject to federal income taxes under current Federal income tax law as long as we currently distribute to our shareholders an amount equal to or in excess of our taxable income. REIT qualification reduces but does not eliminate the amount of state and local taxes paid by us. In addition, a REIT may be subject to certain excise taxes if it engages in certain activities.
No provision for federal income taxes for consolidated partnerships has been made; as such taxes are the responsibility of the individual partners under current Federal income tax law. There are certain state income taxes incurred which are provided for in our financial statements.
We have made Taxable REIT Subsidiary (TRS) elections for all of our subsidiaries that are treated as corporations for federal income tax purposes pursuant to section 856 (I) of the Internal Revenue Code. The TRSs are subject to corporate level income taxes, including federal, state, and certain foreign income taxes for foreign operations, which are provided for in our financial statements.
Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence, including expected taxable earnings. Our temporary differences primarily relate to deferred compensation, depreciation, and net operating loss carryforwards.
In connection with the revised 21% Federal corporate income tax rate under the Tax Cuts and Jobs Act of 2017 (2017 Tax Act), we adjusted our net Federal deferred tax asset to reflect the change in tax rate (Note 3). Future changes to tax laws could affect the taxation of the REIT, partnerships and Taxable REIT subsidiaries, possibly having a significant impact on the current and deferred income taxes of TCO.

Severance Plans and Restructuring Charges

We have severance plans in place for certain employees, which we account for as a post-employment benefit. We recognize a liability and expense when it is probable that employees will be entitled to benefits under the severance plans and the amount can be reasonably estimated.

We have been undergoing a restructuring to reduce our workforce and reorganize various areas of the organization in response to the completion of another major development cycle and the current near-term challenges facing the U.S. mall industry. During the years ended December 31, 2019, 2018 and 2017, we incurred restructuring charges of $3.5 million, $0.6 million, and $13.8 million, respectively. These expenses have been separately classified as Restructuring Charges on the Consolidated Statement of Operations and Comprehensive Income (Loss). As of December 31, 2019, $0.2 million of the restructuring costs recognized during 2019 were unpaid and remained accrued.

Costs Associated with Shareholder Activism

During the years ended December 31, 2019, 2018, and 2017, we incurred $17.3 million, $12.5 million, and $14.5 million, respectively, of expense associated with activities related to shareholder activism, largely legal and advisory services. Expenses for the year ended December 31, 2019 included $5.0 million pursuant to an agreement with Land & Buildings Investment Management, LLC (Land & Buildings) for a reimbursement of a portion of the billed fees and expenses incurred by Land & Buildings and its affiliated funds in connection with Land & Buildings' activist involvement with TCO and the service on our Board of Directors of its founder and Chief Investment Officer, Jonathan Litt. The reimbursement represented a related party transaction. We received written certification from Land & Buildings that the actual billed fees and expenses as of the payment date exceeded $5.0 million.





Also included in the activism costs was a retention program for certain employees. Given the uncertainties associated with shareholder activism and to ensure the retention of top talent in key positions within TCO, certain key employees were provided certain incentive benefits in the form of cash and/or equity retention awards. We and our Board of Directors believed these benefits were instrumental in ensuring the continued success of TCO during the retention period. Due to the unusual and infrequent nature of these expenses in our history, they have been separately classified as Costs Associated with Shareholder Activism on our Consolidated Statement of Operations and Comprehensive Income (Loss). As of December 31, 2019, all incentive benefits under the retention awards had vested.

Noncontrolling Interests
Noncontrolling interests in TCO are comprised of the ownership interests of (1) noncontrolling interests in TRG and (2) the noncontrolling interests in joint ventures controlled by us through ownership or contractual arrangements. Consolidated net income and comprehensive income includes amounts attributable to us and the noncontrolling interests. Transactions that change our ownership interest in a subsidiary are accounted for as equity transactions if we retain our controlling financial interest in the subsidiary.
We evaluate whether noncontrolling interests are subject to any redemption features outside of our control that would result in presentation outside of permanent equity pursuant to general accounting standards regarding the classification and measurement of redeemable equity instruments. Certain noncontrolling interests in TRG and consolidated ventures of TCO qualify as redeemable noncontrolling interests (Note 9). To the extent such noncontrolling interests are currently redeemable or it is probable that they will eventually become redeemable, these interests are adjusted to the greater of their redemption value or their carrying value at each balance sheet date.

Foreign Currency Translation
We have certain entities in Asia for which the functional currency is the local currency. The assets and liabilities of the entities are translated from their functional currency into U.S. Dollars at the rate of exchange in effect on the balance sheet date. Income statement accounts are generally translated using the average exchange rate for the period. Income statement amounts of significant transactions are translated at the rate in effect as of the date of the transaction. Our share of unrealized gains and losses resulting from the translation of the entities' financial statements are reflected in shareholders' equity as a component of Accumulated Other Comprehensive Income (Loss) on our Consolidated Balance Sheet (Note 19).
Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Segments and Related Disclosures

We have one reportable operating segment: we own, develop, and manage shopping centers. We have aggregated our shopping centers into this one reportable segment, as the shopping centers share similar economic characteristics and other similarities. The shopping centers are located in major metropolitan areas, have similar tenants, are operated using consistent business strategies, and are expected to exhibit similar long-term financial performance. Net Operating Income (NOI) is often used by our chief operating decision makers in assessing segment operating performance. NOI is believed to be 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.

No single retail company represents 5% or more of our revenues. Our consolidated revenues and assets do not have any material amounts derived from countries other than the United States, as our investments in Asia are in UJVs that are accounted for under the equity method.







Management's Responsibility to Evaluate TCO's Ability to Continue as a Going Concern

When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. No such conditions or events were identified as of the issuance date of the financial statements contained in this Annual Report on Form 10-K.

Change in Accounting Policies

Recognition and Measurement of Financial Assets and Financial Liabilities

On January 1, 2018, we adopted Accounting Standards Update (ASU) No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities", which changed certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. As such, we now measure equity securities at fair value through net income, except for those that result in consolidation or are accounted for under the equity method. Upon adoption, we applied the modified-retrospective approach and recorded a one-time cumulative-effect adjustment to reclassify $1.0 million of historical unrealized gains on the fair value adjustments as of December 31, 2017 of our investment in Simon Property Group, Inc. (Simon) common shares from Accumulated Other Comprehensive Income (Loss) (AOCI) to Dividends in Excess of Net Income on our Consolidated Balance Sheet. Beginning in January 2018, changes in the fair value of any outstanding Simon common shares are being recorded in Nonoperating Income, Net on our Consolidated Statement of Operations and Comprehensive Income (Loss) (Notes 7 and 17).

Accounts Receivable and Uncollectible Tenant Revenues

In connection with the adoption of ASC Topic 842, "Leases" (Note 11), we now review the collectibility of both billed and accrued charges under our tenant leases each quarter taking into consideration the tenant's historical payment status, credit profile, and known issues related to tenant operations. For any tenant receivable balances thought to be uncollectible, we now record an offset for uncollectible tenant revenues directly to Rental Revenues on the Consolidated Statement of Operations and Comprehensive Income (Loss). Uncollectible tenant revenues were previously reported as bad debt expense in Other Operating expense on our Consolidated Statement of Operations and Comprehensive Income (Loss). Our allowance for doubtful accounts as of December 31, 2018 was $10.4 million.

As a result of the above change in evaluation in uncollectible tenant revenues, the allowance for doubtful accounts was written off and an entry was recorded as of January 1, 2019 to adjust the receivables and equity balance of our Consolidated Businesses and UJVs. This resulted in a cumulative effect adjustment increasing Dividends in Excess of Net Income by $3.2 million and Non-redeemable Noncontrolling Interest by $1.8 million on our Consolidated Balance Sheet with offsetting increases in Accounts and Notes Receivable, Investment in UJVs, and Distributions in Excess of Investments In and Net Income of UJVs balances on our Consolidated Balance Sheet.
v3.19.3.a.u2
Disposition, Acquisition, Partial Dispositions of Ownership Interests, Redevelopments, and Developments
12 Months Ended
Dec. 31, 2019
Disposition, Acquisition, Partial Dispositions of Ownership Interests, Redevelopments, and Developments [Abstract]  
Disposition, Acquisition, Partial Dispositions of Ownership Interests, Redevelopments, and Developments [Text Block] Disposition, Acquisition, Partial Dispositions of Ownership Interests, Redevelopments, and Developments

Disposition

In March 2017, our joint venture with The Macerich Company sold the Valencia Place office tower at Country Club Plaza for $75.2 million ($37.6 million at TRG's beneficial share). The joint venture recognized a gain on the sale of the Valencia Place office tower, of which TRG's beneficial share, net of tax, was $2.1 million. The gain was included within Equity in Income of UJVs on the Consolidated Statement of Operations and Comprehensive Income (Loss) as the Company's 50% ownership interest in the office tower was accounted for as a UJV under the equity method.

Acquisition

In April 2019, we acquired a 48.5% interest in The Gardens Mall in Palm Beach Gardens, Florida, in exchange for 1.5 million newly issued TRG Units (Note 18). We also assumed our $94.6 million share of the existing debt at the center. Our ownership interest in the center is accounted for as a UJV under the equity method.

Partial Dispositions of Ownership Interests

In February 2019, we announced agreements to sell 50% of our interests in Starfield Hanam, CityOn.Xi’an, and CityOn.Zhengzhou to funds managed by The Blackstone Group L.P. (Blackstone). The interests to be sold were valued at $480 million as of the sale agreement date, with net cash proceeds expected to be about $315 million, after transaction costs and the allocation to Blackstone of its share of third party debt. The agreements allowed for additional consideration of up to $50 million based on the 2019 performance of the three assets, however, based on actual performance for 2019, we will not receive any contingent consideration.

In September 2019, we completed the sale of 50% of our interest in Starfield Hanam. Net proceeds from the sale were $235.7 million following the allocation to Blackstone of its share of third party debt and transaction costs. Net proceeds were used to pay down our revolving lines of credit. An initial gain of $138.7 million was recognized as a result of the partial disposition of our interest, which represented the excess of the net consideration from the sale over our investment in the UJV. In addition, upon completion of the sale, we remeasured our remaining 17.15% interest in the shopping center to fair value, resulting in the recognition of an initial $145.0 million gain on remeasurement. In December 2019, a true-up of the gains was recorded resulting in an additional $1.8 million gain on disposition and an additional $1.8 million gain on remeasurement. Cash proceeds of $1.8 million were received in February 2020 as a result of this true-up.

In December 2019, we completed the sale of 50% of our interest in CityOn.Zhengzhou. Net proceeds from the sale were $47.5 million, following the allocation to Blackstone of its share of third party debt, taxes, and transaction costs. Net proceeds were used to pay down our revolving lines of credit. A gain of $14.3 million was recognized as a result of the partial disposition of our interest, which represented the excess of the net consideration from the sale over our investment in the UJV. In addition, upon completion of the sale, we remeasured our remaining 24.5% interest in the shopping center to fair value, resulting in the recognition of a $17.8 million gain on remeasurement.

Following the CityOn.Xi'an transaction, which is subject to customary closing conditions and is expected to close in the first quarter of 2020, we will retain a 25% ownership interest in CityOn.Xi'an. We will remain the partner responsible for the joint management of the three shopping centers, with Blackstone paying a property service fee recorded within Other revenue on the Consolidated Statement of Operations and Comprehensive Income (Loss).

Redevelopments

Beverly Center

We substantially completed our redevelopment project at Beverly Center in November 2018, although some spending continued into 2019 as certain costs were incurred subsequent to the project's completion, including construction on certain tenant spaces.






The Mall at Green Hills

We substantially completed our redevelopment project at The Mall at Green Hills in June 2019. We expect some capital spending at The Mall at Green Hills to continue into 2020 as certain costs are incurred subsequent to the project's completion, including construction on certain tenant spaces.

Asia Developments

CityOn.Zhengzhou

CityOn.Zhengzhou, a shopping center located in Zhengzhou, China, opened in March 2017. This investment is classified within Investment in UJVs on the Consolidated Balance Sheet.

Starfield Anseong

We have partnered with Shinsegae Group, our partner in Starfield Hanam, to build, lease, own, and manage Starfield Anseong, an approximately 1.1 million square foot shopping center in Anseong, Gyeonggi Province, South Korea. We own a 49% interest in the project. The shopping center is scheduled to open in late 2020. As of December 31, 2019, we have invested $165.9 million in the project, after cumulative currency translation adjustments. This investment is classified within Investment in UJVs on the Consolidated Balance Sheet.
v3.19.3.a.u2
Income Taxes
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes

Income Tax Expense (Benefit)

Our income tax expense (benefit) for the years ended December 31, 2019, 2018, and 2017 consisted of the following:
 
2019
 
2018

2017
 
Federal current
$
56

 
$
(373
)

$
(2,509
)
 
Federal deferred
1,724

 
(1,057
)

1,632

(1) 
Foreign current
1,775

(2) 
1,160


849

 
Foreign deferred
2,518

(3) 
307


158

 
State current
62

 
(128
)
 
(208
)
 
State deferred
197

 
(140
)
 
183

 
Total income tax (benefit) expense
$
6,332

 
$
(231
)

$
105

 


(1)
Reflects $0.3 million of expense related to the restatement of the net Federal deferred tax asset at December 31, 2017 at the revised 21% Federal corporate income tax rate under the 2017 Tax Act.
(2)
During the year ended December 31, 2019, we recognized $0.9 million of foreign current income tax expense (22% tax rate) related to a promote fee paid by our previous institutional partner in Starfield Hanam (Note 5).
(3)
During the year ended December 31, 2019, we recognized $2.8 million of foreign deferred tax expense (10% tax rate) as we are no longer able to assert indefinite reinvestment in our China assets due to our sale of 50% of our interest in CityOn.Zhengzhou and pending sale of 50% of our interest in CityOn.Xi'an to funds managed by Blackstone (Note 2). The tax expense is related to an excess of the Investments in the UJVs under GAAP accounting over the tax basis of our investments.

In December 2017, the 2017 Tax Act was signed into law making significant changes to the Internal Revenue Code. The 2017 Tax Act reduced the corporate tax rate to 21% effective January 1, 2018. Consequently, our Federal deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate. We recorded a decrease related to the TRS net Federal deferred tax asset of $0.3 million, with a corresponding net adjustment to deferred income tax expense of $0.3 million for the year ended December 31, 2017. With the exception of the reduction in the corporate tax rate, we did not identify any other items for which the accounting for the income tax effects of the 2017 Tax Act have not been completed.







Net Operating Loss Carryforwards

As of December 31, 2019, we had a foreign net operating loss carryforward of $8.8 million, of which $7.7 million had an indefinite carryforward period and $1.1 million had a 5-year carryforward period. As of December 31, 2019, the TRS's had a Federal net operating loss carryforward of $4.9 million, which had an indefinite carryforward period. Its future use is limited annually to 80% of taxable income. As of December 31, 2019, the TRS's also had an investment tax credit carryforward of $4.4 million, which had a carryforward period of 20 years.

Deferred Taxes

Deferred tax assets and liabilities as of December 31, 2019 and 2018 were as follows:
 
2019
 
2018
 
Deferred tax assets:
 
 
 
 
Federal
$
4,385

(1) 
$
5,662

(2) 
Foreign
2,020

 
1,655

 
State
1,388

 
807

 
Total deferred tax assets
$
7,793

 
$
8,124

 
Valuation allowances
(2,761
)
(3) 
(1,744
)
(4) 
Net deferred tax assets
$
5,032

 
$
6,380

 
Deferred tax liabilities:
 

 
 

 
Foreign(5)
$
4,449

 
$
2,454

 
Total deferred tax liabilities
$
4,449

 
$
2,454

 


(1)
Includes a $4.4 million Federal investment tax credit carryforward.
(2)
Includes a $3.6 million Federal investment tax credit carryforward.
(3)
Includes a $1.7 million valuation allowance against Foreign deferred tax assets, and a $1.1 million valuation allowance against State deferred tax assets. The foreign increase in the valuation allowance is primarily due to an unrecognized 2019 net operating loss at one of our China service entities. The increase in the state valuation allowance is due to an unrecognized 2019 Tennessee net operating loss.
(4)
Includes a $1.2 million valuation allowance against Foreign deferred tax assets, and a $0.5 million valuation allowance against State deferred tax assets.
(5)
The foreign deferred tax liability relates to shareholder level withholding taxes from Korea and China on undistributed profits.

We believe 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 peripheral land sales, the profitability of Taubman Asia's operations, and other factors affecting the results of operations of the taxable REIT subsidiaries. The valuation allowances relate to net operating loss carryforwards and tax basis differences where there is uncertainty regarding their realizability.

Tax Status of Dividends

Dividends declared on TCO's common and preferred stock and their tax status are presented in the following tables. The tax status of TCO's dividends in 2019, 2018, and 2017 may not be indicative of future periods. The portion of the per share dividends paid in 2019 and each year detailed in each table below as capital gains (long-term and unrecaptured Sec. 1250) are designated as capital gain dividends as required by Internal Revenue Code Section 857(b)(3)(B). In addition, 82.26% and 99.85% of the portion of the 2019 and 2018 common dividend taxed as ordinary income, respectively, are qualified REIT dividends that may be eligible for a new 20% tax deduction in 2019 and 2018, respectively, under Internal Revenue Code Section 199A(a) if the shareholder meets certain holding period requirements.

Year
 
Dividends per common share declared
 
Return of capital
 
Ordinary income
 
Long-term capital gain
 
Unrecaptured Sec. 1250 capital gain
2019
 
$
2.7000

 
$

 
$
1.2937

 
$
1.4063

 
$

2018
 
2.6200

 
1.1167

 
1.4766

 
0.0263

 
0.0004

2017
 
2.5000

 
0.4775

 
1.3927

 
0.4397

 
0.1901



Year

Dividends per Series J Preferred share declared

Ordinary income

Long-term capital gain

Unrecaptured Sec. 1250 capital gain
2019

$
1.6250


$
0.7786


$
0.8464


$

2018

1.6250


1.5961


0.0284


0.0005

2017
 
1.6250

 
1.0505

 
0.4011

 
0.1734



Year
 
Dividends per Series K Preferred share declared
 
Ordinary income
 
Long-term capital gain
 
Unrecaptured Sec. 1250 capital gain
2019
 
$
1.5625

 
$
0.7487

 
$
0.8138

 
$

2018
 
1.5625

 
1.5347

 
0.0273

 
0.0005

2017
 
1.5625

 
1.0101

 
0.3857

 
0.1667



Uncertain Tax Positions

We expect no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2019. We have no material interest or penalties relating to income taxes recognized on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the years ended December 31, 2019, 2018, and 2017 or on the Consolidated Balance Sheet as of December 31, 2019 and 2018. As of December 31, 2019, returns for the calendar years 2016 through 2019 remain subject to examination by U.S. and various state and foreign tax jurisdictions.
v3.19.3.a.u2
Properties
12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
Real Estate Disclosure [Text Block] Properties

Properties at December 31, 2019 and 2018 are summarized as follows:
 
2019
 
2018
Land
$
232,744


$
233,301

Buildings, improvements, and equipment
4,395,463


4,342,664

Construction in process and pre-development costs
102,854


141,604

 
$
4,731,061


$
4,717,569

Accumulated depreciation and amortization
(1,514,992
)

(1,404,692
)
 
$
3,216,069


$
3,312,877



Depreciation expense for 2019, 2018, and 2017 was $173.0 million, $155.1 million, and $161.1 million, respectively.

The charge to operations in 2019, 2018, and 2017 for domestic and non-U.S. pre-development activities was $1.9 million, $3.8 million, and $5.6 million, respectively.
v3.19.3.a.u2
Investments in Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2019
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Unconsolidated Joint Ventures Investments in Unconsolidated Joint Ventures

General Information

We own beneficial interests in joint ventures that own shopping centers. TRG is the sole direct or indirect managing general partner or managing member of Fair Oaks Mall, International Plaza, Stamford Town Center, Sunvalley, The Mall at University Town Center, and Westfarms; however, these joint ventures are accounted for under the equity method due to the substantive participation rights of the outside partners. TRG also provides certain management, leasing, and/or development services to the other shopping centers noted below.
Shopping Center
 
Ownership as of
December 31, 2019 and 2018
CityOn.Xi'an (1)
 
50%
CityOn.Zhengzhou (1)
 
24.5/49
Country Club Plaza
 
50
Fair Oaks Mall
 
50
The Gardens Mall (2)
 
48.5/0
International Plaza
 
50.1
The Mall at Millenia
 
50
Stamford Town Center
 
50
Starfield Anseong (under development)
 
Note 2
Starfield Hanam (1)
 
17.15/34.3
Sunvalley
 
50
The Mall at University Town Center
 
50
Waterside Shops
 
50
Westfarms
 
79


(1)
We entered into agreements to sell half of our ownership interest in CityOn.Xi'an, CityOn.Zhengzhou, and Starfield Hanam in February 2019. In September 2019 and December 2019, we completed the sales of 50% of our interests in Starfield Hanam and CityOn.Zhengzhou, respectively. CityOn.Xi'an is subject to customary closing conditions and is expected to close in the first quarter of 2020 (Note 2).
(2)
In April 2019, we acquired a 48.5% interest in The Gardens Mall (Note 2).

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

On our Consolidated Balance Sheet, we separately report our investment in UJVs for which accumulated distributions have exceeded investments in and net income of the UJVs. 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 shopping centers further decrease the net equity of the shopping centers.


Combined Financial Information

Combined balance sheet and results of operations information is presented in the following table for the UJVs, followed by TRG's beneficial interest in the combined operations information. The combined financial information of the UJVs as of December 31, 2019 and 2018 excludes the balances of Starfield Anseong, which is currently under development (Note 2). Beneficial interest is calculated based on TRG's ownership interest in each of the UJVs.
 
December 31 2019
 
December 31 2018
Assets:
 
 
 
Properties
$
3,816,923

 
$
3,728,846

Accumulated depreciation and amortization
(942,840
)
 
(869,375
)
 
$
2,874,083

 
$
2,859,471

Cash and cash equivalents
201,501

 
161,311

Accounts and notes receivable (1)
122,569

 
131,767

Operating lease right-of-use assets (1)
11,521

 


Deferred charges and other assets
178,708

 
140,444

 
$
3,388,382

 
$
3,292,993

 


 
 
Liabilities and accumulated equity (deficiency) in assets:
 

 
 

Notes payable, net
$
3,049,737

 
$
2,815,617

Accounts payable and other liabilities
341,263

 
426,358

Operating lease liabilities (1)
13,274

 


TRG's accumulated deficiency in assets (1)
(212,380
)
 
(49,465
)
UJV Partners' accumulated equity in assets (1)
196,488

 
100,483

 
$
3,388,382

 
$
3,292,993

 


 
 
TRG's accumulated deficiency in assets (above)
$
(212,380
)
 
$
(49,465
)
TRG's investment in Starfield Anseong (Note 2) and advances to CityOn.Zhengzhou
209,024

 
140,743

TRG basis adjustments, including elimination of intercompany profit (2)
329,673

 
57,360

TCO's additional basis
32,625

 
47,178

Net investment in UJVs
$
358,942

 
$
195,816

Distributions in excess of investments in and net income of UJVs
473,053

 
477,800

Investment in UJVs
$
831,995

 
$
673,616


(1) Upon adoption of ASC Topic 842, "Leases" on January 1, 2019, we valued our operating lease obligations and recorded operating lease liabilities and related right-of-use assets. These lease liabilities and related right-of-use assets will amortize over the remaining life of the respective leases.
(2) The increase in basis adjustments is primarily due to the gains on remeasurements of ownership interests in UJVs (Note 2).

 
Year Ended December 31
 
2019
 
2018
 
2017
Revenues (1)
$
620,513

 
$
601,272

 
$
586,499

Maintenance, taxes, utilities, promotion, and other operating expenses
$
226,014

 
$
211,285

 
$
218,004

Impairment charge
6,154

 
 
 
 
Interest expense
139,756

 
132,669

 
130,339

Depreciation and amortization
131,223

 
131,884

 
127,625

Total operating costs
$
503,147

 
$
475,838

 
$
475,968

Nonoperating income, net
2,870

 
1,923

 
2,894

Income tax expense
(8,541
)
 
(5,935
)
 
(5,226
)
Gain on disposition, net of tax (2)


 


 
3,713

Net income
$
111,695

 
$
121,422

 
$
111,912

 


 
 
 
 
Net income attributable to TRG
$
58,020

 
$
62,964

 
$
59,994

Realized intercompany profit, net of depreciation on TRG’s basis adjustments (3)
5,698

 
8,386

 
9,326

Depreciation of TCO's additional basis
(1,946
)
 
(1,946
)
 
(1,946
)
Impairment of TCO's additional basis
(12,606
)
 


 


Equity in income of UJVs
$
49,166

 
$
69,404

 
$
67,374

 
 
 
 
 
 
Beneficial interest in UJVs’ operations:
 

 
 

 
 

Revenues less maintenance, taxes, utilities, promotion, and other operating expenses (3)
$
212,057

 
$
209,423

 
$
202,332

Impairment charge
(17,951
)
 
 
 
 
Interest expense
(69,749
)
 
(68,225
)
 
(67,283
)
Depreciation and amortization
(71,583
)
 
(68,894
)
 
(66,933
)
Income tax expense
(3,608
)
 
(2,900
)
 
(2,825
)
Gain on disposition, net of tax (1)


 


 
2,083

Equity in income of UJVs
$
49,166

 
$
69,404

 
$
67,374



(1) Upon adoption of ASC Topic 842, "Leases", uncollectible tenant revenues are now recorded in Rental Revenues (Note 11).
(2) Amount represents the gain related to the sale of the Valencia Place office tower at Country Club Plaza in March 2017 (Note 2).
(3) In addition to the disposition of 50% of our ownership interest in Starfield Hanam, in September 2019, Blackstone also purchased the 14.7% interest in Starfield Hanam that was previously owned by our institutional joint venture partner. Our previous partnership agreement provided for a promote fee due to Taubman Asia upon the institutional partner's exit from the partnership based on performance measures under the prior agreement, which resulted in the recognition of a $4.8 million promote fee during the year ended December 31, 2019.

Related Party

TRG owns a 50% general partnership interest in Sunvalley, while the other 50% is controlled by the A. Alfred Taubman Restated Revocable Trust (the Revocable Trust). A. Alfred Taubman was the former Chairman of the Board and the father of Robert S. and William S. Taubman. Sunvalley is subject to a ground lease on the land, which is 50% owned through an affiliate of TRG and 50% by an entity owned and controlled by Robert S. Taubman, William S. Taubman, and Gayle Taubman Kalisman. The Manager is the manager of the Sunvalley shopping center.

In 2016, we issued a note receivable outstanding to CityOn.Zhengzhou for purposes of funding development costs. The balance of the note receivable was $43.1 million and $43.6 million as of December 31, 2019 and 2018, respectively, and was classified within Investments in UJVs on the Consolidated Balance Sheet.

Impairment Charge - Stamford Town Center

In December 2019, we concluded that the carrying value of our 50% interest in the investment in the UJV that owns Stamford Town Center was impaired and recognized an impairment charge of $18.0 million within Equity in Income of UJVs on the Consolidated Statement of Operations and Comprehensive Income (Loss). The charge represents the excess of the book value of our equity investment in Stamford Town Center over our 50% share of its fair value. Our fair value conclusion was based on offers received from potential buyers of the shopping center.
v3.19.3.a.u2
Accounts and Notes Receivable
12 Months Ended
Dec. 31, 2019
Receivables [Abstract]  
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] Accounts and Notes Receivable

Accounts and notes receivable at December 31, 2019 and 2018 are summarized as follows:

 
2019
 
2018
Trade
$
39,575

 
$
46,292

Notes
2,342

 
3,172

Straight-line rent and recoveries
53,499

 
38,626

 
$
95,416

 
$
88,090

Less: Allowance for doubtful accounts (1)


 
(10,360
)
 
$
95,416

 
$
77,730



(1) As a result of the adoption of ASC 842 on January 1, 2019, the allowance for doubtful accounts was written off (Note 1).
v3.19.3.a.u2
Deferred Charges Other Assets
12 Months Ended
Dec. 31, 2019
Deferred Charges and Other Assets [Abstract]  
Deferred Charges and Other Assets [Text Block] Deferred Charges and Other Assets

Deferred charges and other assets at December 31, 2019 and 2018 are summarized as follows:

 
2019
 
2018
Leasing costs
$
59,552


$
52,507

Accumulated amortization
(9,904
)

(7,577
)
 
$
49,648


$
44,930

In-place leases, net
1,766


3,122

Investment in Simon common shares (Note 17)


 
48,738

Revolving credit facilities' deferred financing costs, net
8,229


4,374

Insurance deposit (Note 17)
11,213


10,121

Deposits
956


975

Prepaid expenses
6,091


6,671

Deferred tax asset, net
5,032


6,380

Other, net
9,724


9,825

 
$
92,659


$
135,136



Simon Property Group L.P. Unit Conversions

In December 2017, we converted our investment in 340,124 partnership units of Simon Property Group L.P. (the Simon Operating Partnership) to Simon common shares. Upon conversion, we recognized a gain of $11.6 million, which was included within Nonoperating Income, Net on the Consolidated Statement of Operations and Comprehensive Income (Loss). The gain was calculated based on the change in fair value of the Simon share prices at the date of conversion from the carrying value. The Simon Operating Partnership units were previously accounted for at cost. The Simon common shares were recorded in Deferred Charges and Other Assets on the Consolidated Balance Sheet at December 31, 2018 based on the common share price at each date and are now accounted for as equity securities at fair value as a result of the adoption of ASU No. 2016-01, "Recognition and Measurement of Financial Assets and Financial Liabilities" (Note 1). We owned 290,124 Simon common shares as of December 31, 2018. Changes in fair value from the conversion date to December 31, 2018 were recorded in Nonoperating Income, Net on the Consolidated Statement of Operations and Comprehensive Income (Loss) (Note 17).

Sale of Simon Common Shares

During 2018, we sold 300,000 Simon common shares at an average price of $182.37 per share. In January 2019, we sold our remaining 290,124 Simon common shares at an average price of $179.52 per share. Proceeds from the sales were used to pay down our revolving lines of credit.
v3.19.3.a.u2
Notes Payable, Net
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block] Notes Payable, Net

Notes payable, net at December 31, 2019 and 2018 consist of the following:
 
2019
 
2018
 
Stated Interest Rate as of 12/31/2019
 
Maturity Date
 
Number of Extension Options
 
Facility Amount
 
Cherry Creek Shopping Center
$
550,000


$
550,000

 
3.85%
 
06/01/28
 
 
 
 
 
City Creek Center
75,359

(1) 
77,068

(1) 
4.37%
 
08/01/23
 
 
 
 
 
Great Lakes Crossing Outlets
193,515


198,625

 
3.60%
 
01/06/23
 
 
 
 

 
The Mall at Green Hills
150,000


150,000

 
LIBOR+1.45% LIBOR capped at 3.00%
 
12/01/20


 
 
 
International Market Place
250,000


250,000

 
LIBOR + 2.15%
 
08/09/21

Two, one-year options
 
 
 
The Mall at Short Hills
1,000,000


1,000,000

 
3.48%
 
10/01/27
 
 
 
 
 
Twelve Oaks Mall
292,311

 
296,815

 
4.85%
 
03/06/28
 
 
 
 
 
U.S. Headquarters
12,000


12,000

 
LIBOR + 1.40% Swapped to 3.49%
 
03/01/24
 
 
 
 
 
$65M Revolving Credit Facility


 
34,675

 
LIBOR + 1.40%
 
04/25/20
 
 
 
65,000

(2) 
$1.1B Revolving Credit Facility
675,000

(3) (4) 
725,000

 
LIBOR + 1.38%
(3) 
02/01/24
 
Two, six-month options
 
1,100,000

(3) 
$300M Unsecured Term Loan


 
300,000

(5) 

(5) 

 
 
 
 
 
$275M Unsecured Term Loan
275,000

(4) (5) (6) 

 
LIBOR + 1.55%
(6) 
02/01/25
 
 
 
 
 
$250M Unsecured Term Loan
250,000

(7) 
250,000

 
LIBOR + 1.60%
(7) 
03/31/23
 
 
 
 
 
Deferred Financing Costs, Net
(12,857
)
 
(13,988
)
 
 
 
 
 
 
 
 
 
 
$
3,710,327

 
$
3,830,195

 
 
 
 
 
 
 
 

 


(1)
TRG has provided a limited guarantee of the repayment of the City Creek Center loan, which could be triggered only upon a decline in center occupancy to a level that we believe is remote.
(2)
The unused borrowing capacity at December 31, 2019 was $55.3 million, after considering $9.7 million of letters of credit outstanding on the facility.
(3)
TRG is the borrower under the $1.1 billion primary unsecured revolving credit facility. As of December 31, 2019, the interest rate on the facility was a range of LIBOR plus 1.05% to 1.60% and a facility fee of 0.20% to 0.25% based on our total leverage ratio. The unused borrowing capacity at December 31, 2019 was $367.5 million. The LIBOR rate is swapped to a fixed rate of 2.14% until February 2022 on $25 million of the $1.1 billion TRG revolving credit facility. This results in an effective interest rate in the range of 3.19% to 3.74% until February 2022 on $25 million of the credit facility balance (Note 10).
(4)
The $1.1 billion primary unsecured revolving line of credit includes an accordion feature, which in combination with the $275 million unsecured term loan would increase our maximum aggregate total commitment to $2.0 billion between the two facilities if fully exercised, subject to obtaining additional lender commitments, customary closing conditions, covenant compliance, and minimum asset values for the unencumbered asset pool. As of December 31, 2019, we could not fully utilize the accordion feature unless additional assets were added to the unencumbered asset pool.
(5)
In October 2019, we amended and restated our unsecured term loan, which reduced the loan amount from $300 million to $275 million and extended the maturity date from February 2022 to February 2025. The $300 million loan bore interest at a range of LIBOR plus 1.25% to 1.90% based on our total leverage ratio. The LIBOR rate was swapped to a fixed interest rate of 2.14%, resulting in an effective interest rate in the range of 3.39% to 4.04%.
(6)
The $275 million unsecured term loan bears interest at a range of LIBOR plus 1.15% to 1.80% based on our total leverage ratio. The LIBOR rate is swapped to a fixed rate of 2.14% until February 2022, which results in an effective interest rate in the range of 3.29% to 3.94% until February 2022.
(7)
The $250 million unsecured term loan includes an accordion feature, which would increase our maximum aggregate total commitment to $400 million if fully exercised, subject to obtaining additional lender commitments, customary closing conditions, covenant compliance, and minimum asset values for the unencumbered asset pool. As of December 31, 2019, we could not utilize the accordion feature unless additional assets were added to the unencumbered asset pool. The loan bears interest at a range of LIBOR plus 1.25% to 1.90% based on our total leverage ratio. Through the term of the loan, the LIBOR rate is swapped to a fixed rate of 3.02%, which results in an effective interest rate in the range of 4.27% to 4.92% (Note 10).
(8)
Amounts in table may not add due to rounding.

Notes payable are collateralized by properties with a net book value of $1.7 billion at December 31, 2019.

The following table presents scheduled principal payments on notes payable as of December 31, 2019:

2020
$
161,747

 
2021
262,329

(1) 
2022
12,867

 
2023
502,278

 
2024
692,715

(2) 
Thereafter
2,091,249

 
Total principal maturities
$
3,723,185

 
Net unamortized deferred financing costs
(12,857
)
 
Total notes payable, net
$
3,710,327

 

(1)
Includes $250.0 million with two one-year extension options.
(2)
Includes $675.0 million with two, six-month extension options

2020 Maturities

The loan for The Mall at Green Hills matures in December 2020. We are currently evaluating options related to refinancing this loan.

Debt Covenants and Guarantees

Certain loan agreements contain various restrictive covenants, including the following corporate covenants on our primary unsecured revolving line of credit, as well as our unsecured term loans and the loan on International Market Place: a minimum net worth requirement, a maximum total leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a maximum recourse secured debt ratio, and a maximum payout ratio. In addition, our primary unsecured revolving line of credit and unsecured term loans have unencumbered pool covenants, which currently apply to Beverly Center, Dolphin Mall, and The Gardens on El Paseo on a combined basis as of December 31, 2019. These covenants include a minimum number and minimum value of eligible unencumbered assets, a maximum unencumbered leverage ratio, a minimum unencumbered interest coverage ratio, and a minimum unencumbered asset occupancy ratio. As of December 31, 2019, the corporate total leverage ratio was the most restrictive covenant. We were in compliance with all of our covenants and loan obligations as of December 31, 2019. The maximum payout ratio covenant limits the payment of distributions generally to 95% of funds from operations, as defined in the loan agreements, except as required to maintain our tax status, pay preferred distributions, and for distributions related to the sale of certain assets.

In connection with the August 2018 financing at International Market Place, TRG has provided an unconditional guarantee of the loan principal balance and all accrued but unpaid interest during the term of the loan. The $250 million loan is interest only during the initial three year term with principal amortization required during the extension periods, if exercised. Accrued but unpaid interest as of December 31, 2019 was $0.8 million. We believe the likelihood of a repayment under the guarantee to be remote.

In connection with the $175 million additional financing at International Plaza, which is owned by an UJV, TRG provided an unconditional and several guarantee of 50.1% of all obligations and liabilities related to an interest rate swap that was required on the debt for the term of the loan. As of December 31, 2019, the interest rate swap was a $0.8 million liability and accrued but unpaid interest was less than $0.1 million. We believe the likelihood of a payment under the guarantee to be remote.











Beneficial Interest in Debt and Interest Expense

TRG's beneficial interest in the debt, capitalized interest, and interest expense of our consolidated subsidiaries and our UJVs is summarized in the following table. TRG's beneficial interest in the consolidated subsidiaries excludes debt and interest related to the noncontrolling interest in Cherry Creek Shopping Center (50%) and International Market Place (6.5%).
 
At 100%
 
At Beneficial Interest
 
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
 
Debt as of:
 
 
 
 
 
 
 
 
December 31, 2019
$
3,710,327


$
3,049,737


$
3,419,625


$
1,508,506

 
December 31, 2018
3,830,195


2,815,617


3,539,588


1,437,445

 












 
Capitalized interest:
 


 


 


 

 
Year Ended December 31, 2019
$
7,807

(1) 
$
330


$
7,767

(1) 
$
196

 
Year Ended December 31, 2018
15,221

(1) 
30


15,133

(1) 
18

 












 
Interest expense:
 


 


 


 

 
Year Ended December 31, 2019
$
148,407


$
139,756


$
136,694


$
69,749

 
Year Ended December 31, 2018
133,197


132,669


121,166


68,225

 

(1)
We capitalize interest costs incurred in funding our equity contributions to development projects accounted for as UJVs. The capitalized interest cost is included at our basis in our investment in UJVs. Such capitalized interest reduces interest expense on the Consolidated Statement of Operations and Comprehensive Income (Loss) and in the table above is included within Consolidated Subsidiaries.
v3.19.3.a.u2
Noncontrolling Interests
12 Months Ended
Dec. 31, 2019
Noncontrolling Interest [Abstract]  
Noncontrolling Interests Noncontrolling Interests

Redeemable Noncontrolling Interests

Taubman Asia President

In September 2019, we reacquired René Tremblay's (the Former Asia President's) remaining 5% ownership interest in Taubman Asia for $6.0 million, which included the return of the $2.0 million previously contributed by the Former Asia President in connection with the prior repurchase transaction. The $6.0 million acquisition price is reflected as a distribution to noncontrolling interests on the Consolidated Statement of Cash Flows.

The Former Asia President had an ownership interest in Taubman Asia, which entitled him to 5% of Taubman Asia's dividends, with 85% of his dividends relating to investment activities withheld during his tenure as Asia President. These withholdings would have continued until he contributed and maintained his capital consistent with his percentage ownership interest, including all capital funded by TRG for Taubman Asia's operating and investment activities subsequent to the Former Asia President obtaining his ownership interest. TRG had a preferred investment in Taubman Asia to the extent the Former Asia President had not yet contributed capital commensurate with his ownership interest. The $6.0 million acquisition price for the ownership interest represented the fair value of the ownership interest less the amount required to return TRG's preferred interest. The 5% ownership interest became puttable in 2019.

Prior to the acquisition, we determined that the Former Asia President's ownership interest in Taubman Asia qualified as an equity award, considering its specific redemption provisions, and accounted for it as a contingently redeemable noncontrolling interest. We presented as temporary equity at each balance sheet date an estimate of the redemption value of the ownership interest, which was classified as Level 3 of the fair value hierarchy. As of December 31, 2018, the carrying amount of the ownership interest was $7.8 million and was classified as Redeemable Noncontrolling Interest on the Consolidated Balance Sheet. During the years ended December 31, 2019, 2018, and 2017, the adjustments to the redemption value were recorded through equity.

In September 2016, we announced the appointment of Peter Sharp as president of Taubman Asia, succeeding the Former Asia President effective January 1, 2017. Peter Sharp resigned from Taubman Asia effective October 2019. Upon resignation, Peter Sharp's ownership interest in Taubman Asia was assigned to us for $1.0 million. As of December 31, 2018, the carrying amount of this ownership interest was zero.

International Market Place

We own a 93.5% controlling interest in a joint venture that owns International Market Place in Waikiki, Honolulu, Hawaii. The 6.5% joint venture partner has no obligation and no right to contribute capital. We are entitled to a preferential return on our capital contributions. We have the right to purchase the joint venture partner's interest and the joint venture partner has the right to require us to purchase the joint venture partner's interest annually. The purchase price of the joint venture partner's interest will be based on fair value. Considering the redemption provisions, we account for the joint venture partner's interest as a contingently redeemable noncontrolling interest with a carrying value of zero at both December 31, 2019 and 2018. Any adjustments to the redemption value are recorded through equity.

Reconciliation of Redeemable Noncontrolling Interest
 
2019
 
2018
Balance, January 1
$
7,800

 
$
7,500

Former Asia President adjustment of redeemable equity
(1,800
)
 
300

Distributions
(6,000
)
 


Allocation of net loss
(237
)
 
(280
)
Adjustments of redeemable noncontrolling interest
237

 
280

Balance, December 31
$

 
$
7,800







Equity Balances of Non-redeemable Noncontrolling Interests

The net equity balance of the non-redeemable noncontrolling interests as of December 31, 2019 and 2018 included the following:
 
2019
 
2018
Non-redeemable noncontrolling interests:
 
 
 
Noncontrolling interests in consolidated joint ventures
$
(153,343
)
 
$
(156,470
)
Noncontrolling interests in partnership equity of TRG
(13,840
)
 
(58,554
)
 
$
(167,183
)
 
$
(215,024
)

Net Income (Loss) Attributable to Noncontrolling Interests

Net income (loss) attributable to the noncontrolling interests for the years ended December 31, 2019, 2018, and 2017 included the following:
 
2019
 
2018
 
2017
Net income (loss) attributable to noncontrolling interests:
 
 
 
 
 
Non-redeemable noncontrolling interests:
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
$
5,251

 
$
6,548

 
$
7,699

Noncontrolling share of income of TRG
95,884

 
25,988

 
25,277

 
$
101,135

 
$
32,536

 
$
32,976

Redeemable noncontrolling interest:
(237
)
 
(280
)
 
(924
)
 
$
100,898

 
$
32,256

 
$
32,052



Equity Transactions

The following table presents the effects of changes in TCO's ownership interest in consolidated subsidiaries on TCO's equity for the years ended December 31, 2019, 2018, and 2017:
 
2019
 
2018
 
2017
Net income attributable to TCO common shareholders
$
203,925

 
$
57,952

 
$
55,267

Transfers (to) from the noncontrolling interest:
 

 
 

 
 
Increase (decrease) in TCO's paid-in capital for the adjustments of noncontrolling interest (1)
55,695

 
(601
)
 
(1,197
)
Net transfers (to) from noncontrolling interests
55,695

 
(601
)
 
(1,197
)
Change from net income attributable to TCO and transfers (to) from noncontrolling interests
$
259,620

 
$
57,351

 
$
54,070


(1)
In 2019, 2018, and 2017, adjustments of the noncontrolling interest were made as a result of changes in our ownership of TRG in connection with our share-based compensation under employee and director benefit plans (Note 13) and issuances of stock pursuant to the continuing offer (Note 15), and in connection with the accounting for the Former Asia President's redeemable ownership interest. In 2019, adjustments of the noncontrolling interest were also made as a result of the issuances of TRG Units in connection with the acquisition of The Gardens Mall (Note 2).

Finite Life Entities

ASC 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 December 31, 2019, we held a controlling interest in a consolidated entity with a specified termination date in 2083. The noncontrolling owners’ interest in this entity is to be settled upon termination by distribution or transfer of either cash or specific assets of the underlying entity. The estimated fair value of this noncontrolling interest was approximately $201 million at December 31, 2019, compared to a book value of $(153.3) million that is classified in Noncontrolling Interests on our Consolidated Balance Sheet. The fair value of the noncontrolling interest was calculated as the noncontrolling interest's effective ownership share of the underlying property's net asset value. The property's net asset value was estimated by considering its in-place net operating income, current market capitalization rate, and mortgage debt outstanding.
v3.19.3.a.u2
Derivative and Hedging Activities
12 Months Ended
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative and Hedging Activities Derivative and Hedging Activities

Risk Management Objective and Strategies for Using Derivatives

We use 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. We may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed rate financing. Our interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for us 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 we cash settle in anticipation of a fixed rate financing or refinancing, we 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.

We do not use derivatives for trading or speculative purposes and currently do not have material derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging.
As of December 31, 2019, we had the following outstanding derivatives that were designated and are expected to be effective as cash flow hedges of the interest payments and/or the currency exchange rate on the associated debt.
Instrument Type
 
Ownership
 
Notional Amount
 
Swap Rate
 
Credit Spread on Loan
 
Total Swapped Rate on Loan
 
Maturity Date
Consolidated Subsidiaries:
 
 
 
 
 
 
 
 
 
 
 
 
Receive variable (LIBOR) /pay-fixed swap (1)
 
100
%
 
100,000

 
2.14
%
 
1.55
%
(1) 
3.69
%
(1) 
February 2022
Receive variable (LIBOR) /pay-fixed swap (1)
 
100
%
 
100,000

 
2.14
%

1.55
%
(1) 
3.69
%
(1) 
February 2022
Receive variable (LIBOR) /pay-fixed swap (1)
 
100
%
 
50,000

 
2.14
%

1.55
%
(1) 
3.69
%
(1) 
February 2022
Receive variable (LIBOR) /pay-fixed swap (1)
 
100
%
 
50,000

 
2.14
%

1.55%/1.38%

(1) 
3.69%/3.51%

(1) 
February 2022
Receive variable (LIBOR) / pay-fixed swap (2)
 
100
%
 
125,000

 
3.02
%

1.60
%
(2) 
4.62
%
(2) 
March 2023
Receive variable (LIBOR) / pay-fixed swap (2)
 
100
%
 
75,000

 
3.02
%

1.60
%
(2) 
4.62
%
(2) 
March 2023
Receive variable (LIBOR) / pay-fixed swap (2)
 
100
%
 
50,000

 
3.02
%

1.60
%
(2) 
4.62
%
(2) 
March 2023
Receive variable (LIBOR) /pay-fixed swap (3)
 
100
%
 
12,000

 
2.09
%
 
1.40
%
 
3.49
%
 
March 2024
Unconsolidated Joint Ventures:
 
 

 
 

 
 

 
 

 
 

 
 
Receive variable (LIBOR) /pay-fixed swap (4)
 
50.1
%
 
158,590

 
1.83
%
 
1.75
%
 
3.58
%
 
December 2021
Receive variable (LIBOR) USD/pay-fixed Korean Won (KRW) cross-currency interest rate swap (5)
 
17.15
%
 
52,065 USD / 60,500,000 KRW

 
1.52
%
 
1.60
%
 
3.12
%
 
September 2020

(1)
The hedged forecasted transaction for each of these swaps is the first previously unhedged one-month LIBOR-indexed interest payments accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow. We are currently using these swaps to manage interest rate risk on the $275 million unsecured term loan and $25 million on the $1.1 billion primary unsecured revolving line of credit. The credit spread on these loans can vary within a range of 1.15% to 1.80% on the $275 million unsecured term loan and 1.05% to 1.60% on the $1.1 billion unsecured revolving line of credit, depending on our total leverage ratio at the measurement date, resulting in an effective rate in the range of 3.29% to 3.94% on the $275 million unsecured term loan and 3.19% to 3.74% on $25 million of the $1.1 billion primary unsecured revolving line of credit during the remaining swap period.
(2)
The hedged forecasted transaction for each of these swaps is the first previously unhedged one-month LIBOR-indexed interest payments accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow beginning with the March 2019 effective date of these swaps. We are currently using these swaps to manage interest rate risk on the $250 million unsecured term loan. The credit spread on this loan can vary within a range of 1.25% to 1.9%, depending on our total leverage ratio at the measurement date, resulting in an effective rate in the range of 4.27% to 4.92% during the swap period.
(3)
The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on the U.S. headquarters building.
(4)
The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on International Plaza.
(5)
The notional amount on this swap is equal to the outstanding principal balance of the U.S. dollar construction loan for Starfield Hanam. There is a cross-currency interest rate swap to fix the interest rate on the loan and swap the related principal and interest payments from U.S. dollars to KRW in order to reduce the impact of fluctuations in interest rates and exchange rates on the cash flows of the joint venture. The currency swap exchange rate is 1,162.0.
Cash Flow Hedges

On January 1, 2018, we early adopted ASU No. 2017-12, "Targeted Improvements to Accounting for Hedging Activities", which provided changes in hedge accounting recognition and presentation requirements. We now recognize all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of Other Comprehensive Income (OCI), as opposed to previously recognizing the ineffective portion, if any, directly in earnings. Upon adoption, we applied the modified-retrospective approach and recorded a one-time cumulative-effect adjusting entry to reclassify an inconsequential amount of previous hedge ineffectiveness for cash flow hedges from Dividends in Excess of Net Income to AOCI on our Consolidated Balance Sheet. 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 AOCI during the term of the hedged debt transaction.

Amounts reported in AOCI related to currently outstanding interest rate derivatives are recognized as an adjustment to income as interest payments are made on our variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCI are recognized as an adjustment to income over the term of the hedged debt transaction. Amounts reported in AOCI related to the cross-currency interest rate swap are recognized as an adjustment to income as transaction gains or losses arising from the remeasurement of foreign currency denominated loans are recognized and as actual interest and principal obligations are repaid.

We expect that approximately $5.4 million of the AOCI of TCO and the noncontrolling interests will be reclassified from AOCI and recognized as an increase in expense in the following 12 months.

The following tables present the effect of derivative instruments on our Consolidated Statement of Operations and Comprehensive Income (Loss) for the years ended December 31, 2019, 2018, and 2017. The tables include the amount of gains or losses on outstanding derivative instruments recognized in OCI in cash flow hedging relationships and the location and amount of gains or losses reclassified from AOCI into income resulting from outstanding derivative instruments.

 
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)
 
2019
 
2018
 
2017
 
 
 
2019
 
2018
 
2017
Derivatives in cash flow hedging relationships:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts – consolidated subsidiaries
$
(13,239
)

$
(2,636
)
 
$
3,994

 
Interest Expense
 
$
(628
)

$
1,133

 
$
(2,879
)
Interest rate contracts – UJVs
(1,757
)

943

 
2,898

 
Equity in Income of UJVs
 
355


(188
)
 
(2,406
)
Cross-currency interest rate contract – UJV
28


(154
)
 
201

 
Equity in Income of UJVs
 
1,203


864

 
(2,279
)
Total derivatives in cash flow hedging relationships
$
(14,968
)

$
(1,847
)
 
$
7,093

 
 
 
$
930


$
1,809

 
$
(7,564
)




We record all derivative instruments at fair value on the Consolidated Balance Sheet. The following table presents the location and fair value of our derivative financial instruments as reported on the Consolidated Balance Sheet as of December 31, 2019 and 2018.
 
 
 
Fair Value
 
Consolidated Balance Sheet Location
 
December 31 2019
 
December 31
2018
Derivatives designated as hedging instruments:
 
 
 
 
 
Asset derivatives:
 
 
 
 
 
Interest rate contracts – consolidated subsidiaries
Deferred Charges and Other Assets
 


 
$
3,530

Interest rate contract – UJV
Investment in UJVs
 

 
1,345

Total assets designated as hedging instruments


$


$
4,875

 
 
 
 
 
 
Liability derivatives:
 

 


 

Interest rate contracts – consolidated subsidiary
Accounts Payable and Accrued Liabilities

$
(15,419
)

$
(5,710
)
Interest rate contract – UJV
Investment in UJVs

(412
)



Cross-currency interest rate contract - UJV
Investment in UJVs

(91
)

(963
)
Total liabilities designated as hedging instruments
 

$
(15,922
)

$
(6,673
)


Contingent Features

Our outstanding derivatives contain provisions that state if the hedged entity defaults on its indebtedness above a certain threshold, then the derivative obligation could also be declared in default. The cross default thresholds vary for each agreement, ranging from $0.1 million of any indebtedness to $50 million of indebtedness on TRG's indebtedness. As of December 31, 2019, we are not in default on any indebtedness that would trigger a credit-risk-related default on our current outstanding derivatives.
As of December 31, 2019 and 2018, the fair value of derivative instruments with credit-risk-related contingent features that are in a liability position was $15.9 million and $6.7 million, respectively. As of December 31, 2019 and 2018, we were not required to post any collateral related to these agreements. If we breached any of these provisions, we would be required to settle our obligations under the agreements at their fair value. See Note 8 regarding guarantees and Note 17 for fair value information on derivatives.
v3.19.3.a.u2
Leases
12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Leases Disclosure [Text Block] Leases

Change in Accounting Policies

On January 1, 2019, we adopted ASC Topic 842, "Leases". ASC Topic 842 addresses off-balance sheet financing related to operating leases and introduces a new lessee model that brings substantially all leases onto the balance sheet. We adopted ASC Topic 842, recognizing operating lease liabilities and related right-of-use assets for ground and office leases under which we are the lessee on our Consolidated Balance Sheet, as of the date of adoption. These lease liabilities and related right-of-use assets will amortize over the remaining life of the respective leases. We also began expensing certain indirect leasing costs, which were capitalizable under the previous lease accounting standard. For the year ended December 31, 2019, we expensed $4.4 million of leasing costs under ASC Topic 842 that would have been capitalized under the previous accounting standard.
We implemented ASC Topic 842 using certain practical expedients. As a result of these elections, we did not reassess whether any existing contracts contained a lease, the lease classification of existing leases, or the initial direct costs of existing leases. In addition, in instances where we are the lessor, we elected to not separate non-lease components, most significantly certain common area maintenance recoveries, from the associated lease components. Due to this election, minimum rents and expense recoveries were combined into a single revenue line item, Rental Revenues, on our Consolidated Statement of Operations and Comprehensive Income (Loss). We also elected the optional transition method to apply the provisions of ASC Topic 842 as of the adoption date, rather than the earliest period presented. As such, the requirements of ASC Topic 842 were not applied in the comparative periods presented in our consolidated financial statements.

In connection with the adoption of ASC Topic 842, lease cancellation payments from our tenants are now included in Rental Revenues on our Consolidated Statement of Operations and Comprehensive Income (Loss) and recognized on a straight-line basis over the remaining lease term, if any. Lease cancellation income was previously accounted for under ASC Topic 606 and presented in Other revenue on our Consolidated Statement of Operations and Comprehensive Income (Loss).

Shopping center space is leased to tenants and certain anchors pursuant to lease agreements. Future rental revenues under operating leases in effect at December 31, 2019 for operating centers, assuming no new or renegotiated leases or option extensions on anchor agreements, is summarized as follows:

2020
$
449,665

2021
407,615

2022
361,062

2023
328,486

2024
301,404

Thereafter
742,806



Certain shopping centers, as lessees, have ground and office leases expiring at various dates through the year 2105. As of December 31, 2019, these leases had an average remaining lease term of approximately 51 years. One center has an option to extend the term for three, 10-year periods and another center has the option to extend the lease term for one additional 10-year period. As of December 31, 2019, these extension options were not considered reasonably assured of being exercised and therefore were excluded from the respective lease terms for these centers. We also lease certain of our office facilities and certain equipment. Office facility and equipment leases expire at various dates through the year 2022.

In order to determine the operating lease liabilities and related right-of-use assets for ground and office leases under which we are the lessee, we utilized a synthetic corporate yield curve to determine an incremental borrowing rate for each of our leases. Significant judgment was required to develop the yield curve, which utilized certain peer and market observations. As of December 31, 2019, the weighted average discount rate for operating leases reported on our Consolidated Balance Sheet was 5.8%. In instances where variable consideration not dependent upon an index or rate existed, such future payments were excluded from the determination of the related operating lease liability and right-of-use asset.

For leases existing as of the adoption date of ASC Topic 842, rent expense is recognized on a straight-line basis. Rental expense under operating leases was $16.2 million in 2019, $17.2 million in 2018, and $16.3 million in 2017. There was $0.4 million and $0.3 million of contingent rent expense under operating leases in 2019 and 2018, respectively, and none in 2017. Payables representing straight-line rent adjustments under lease agreements were $64.8 million, as of December 31, 2018. These amounts are now presented within Operating Lease Liabilities on our Consolidated Balance Sheet upon adoption of ASC Topic 842.
The following is a schedule of future minimum rental payments required under operating leases:
2020
$
14,357

2021
12,586

2022
13,982

2023
14,142

2024
14,144

Thereafter
708,924



We own the retail space subject to a long-term participating lease at City Creek Center, a mixed-use property in Salt Lake City, Utah. City Creek Reserve, Inc. (CCRI), an affiliate of the LDS Church is the participating lessor. 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. In addition to the minimum rent included in the table above, we may pay contingent rent based on the performance of the center.

International Market Place, a shopping center located in Waikiki, Honolulu, Hawaii, is subject to a long-term participating ground lease. In addition to minimum rent included in the table above, we may pay contingent rent based on the performance of the center.
v3.19.3.a.u2
The Manager
12 Months Ended
Dec. 31, 2019
The Manager [Abstract]  
The Manager [Text Block] The Manager

The Manager provides real estate management, acquisition, development, leasing, and administrative services required by us and our properties in the United States, and employs all of our U.S. employees, including our executive officers. Taubman Asia Management Limited (TAM) and certain other affiliates provide similar services for third parties in China and South Korea as well as Taubman Asia. The Manager is 99.8% beneficially owned by TRG and 0.2% owned by Taub-Co Holdings LLC (Taub-Co), which is 100% owned by members of the Taubman Family.

The Revocable Trust and certain of its affiliates receive various management services from the Manager. For such services, the Revocable Trust and affiliates paid the Manager $2.4 million in 2019, $2.6 million in 2018, and $2.5 million in 2017. Since TRG has an approximate 99.8% beneficial interest in the Manager, substantially all of these fees accrue to TRG, with a de minimis portion of the fees accruing to the benefit of Taub-Co through its 0.2% beneficial interest in the Manager. These amounts are classified in Management, Leasing, and Development Services revenues on the Consolidated Statement of Operations and Comprehensive Income (Loss).

Other related party transactions are described in Notes 5, 13, and 15.
v3.19.3.a.u2
Share-Based Compensation
12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation and Other Employee Plans

In May 2018, our shareholders approved The Taubman Company LLC 2018 Omnibus Long-Term Incentive Plan (2018 Omnibus Plan). The 2018 Omnibus Plan provides for the award of restricted shares, restricted share units, restricted profits units of TRG (TRG Profits Units), options to purchase common shares, unrestricted shares, and dividend equivalent rights, in each case with or without performance conditions, to acquire up to an aggregate of 2.8 million common shares and TRG Profits Units to directors, officers, employees, and other service providers of TCO and its affiliates. Every share or TRG Profits Unit subject to awards under the 2018 Omnibus Plan shall be counted against this limit as one share or TRG Profits Unit for every one share or TRG Profits Unit granted. The amount of shares or TRG Profits Units available for future grants is adjusted when the number of contingently issuable common shares or units are settled. If an award issued under the 2018 Omnibus Plan is forfeited, expires without being exercised, or is used to pay tax withholding on such award, the shares of TRG Profits Units become available for issuance under new awards. TRG Profits Units are intended to constitute "profits interests" within the meaning of Treasury authority under the Internal Revenue Code of 1986, as amended. In addition, non-employee directors have the option to defer their compensation under a deferred compensation plan. The 2018 Omnibus Plan allows us to permit or require the deferral of all or a part of an award payment into a deferred compensation arrangement. Prior to the adoption of the 2018 Omnibus Plan, we provided share-based compensation through The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan (2008 Omnibus Plan), as amended, which expired in May 2018.

TRG Profits Units

There were no TRG Profits Units granted in 2019. The following types of TRG Profits Units awards previously were granted to certain senior management employees: (1) a time-based award with a three-year cliff vesting period (Restricted TRG Profits Units); (2) a performance-based award that is based on the achievement of relative total shareholder return (TSR) over a three-year period (Relative TSR Performance-based TRG Profits Units); and (3) a performance-based award that is based on the achievement of net operating income (NOI) over a three-year period (NOI Performance-based TRG Profits Units). The maximum number of Relative TSR and NOI Performance-based TRG Profits Units are issued at grant, eventually subject to a recovery and cancellation of previously granted amounts depending on actual performance against TSR and NOI measures over the three-year performance measurement period. NOI Performance-based TRG Profits Units provide for a cap on the maximum number of units vested if absolute TSR level is not positive over a three year period. Relative TSR and NOI Performance-based TRG Profits Units are generally subject to the same performance measures as the TSR-Based and NOI-Based Performance Share Units (see Other Management Employee Grants below). Despite the difference in scaling of the grant programs, the final outcome of the TSR and NOI performance measures will result in similar numbers of either TRG Units or common shares being issued at vesting under both the TRG Profits Units program and the Performance Share Unit program, respectively.

Each such award represents a contingent right to receive a TRG Unit upon vesting and the satisfaction of certain tax-driven requirements and, as to the TSR and NOI Performance-based TRG Profits Units, the satisfaction of certain performance-based requirements. Until vested, a TRG Profits Unit entitles the holder to only one-tenth of the distributions otherwise payable by TRG on a TRG Unit. Therefore, we account for these TRG Profits Units as participating securities in TRG. A portion of the TRG Profits Units award represents estimated cash distributions that otherwise would have been payable during the vesting period and, upon vesting, there will be an adjustment in actual number of TRG Profits Units realized under each award to reflect TRG's actual cash distributions during the vesting period.

All TRG Profits Units issued will vest by March 2021 if continuous service has been provided, or upon retirement or certain other events (such as death or disability) if earlier. Each holder of a TRG Profits Unit will be treated as a limited partner in TRG from the date of grant. To the extent the vested TRG Profits Units have not achieved the applicable criteria for conversion to TRG Units, vesting and economic equivalence to a TRG Unit prior to the tenth anniversary of the date of grant, the awards will be forfeited pursuant to the terms of the award agreement.

Other Management Employee Grants

During 2019, 2018, and 2017, other types of awards granted to management employees include those described below. These generally vest in March 2022, March 2021, and March 2020, respectively, if continuous service has been provided, or upon retirement or certain other events (such as death or disability) if earlier.

TSR - Based Performance Share Units (TSR PSU) - Each TSR PSU represents the right to receive, upon vesting, shares of common stock ranging from 0-300% of the TSR PSU based on our market performance relative to that of a peer group. The TSR PSU grants include a cash payment upon vesting equal to the aggregate cash dividends that would have been paid on such shares of common stock during the vesting period.
NOI - Based Performance Share Units (NOI PSU) - Each NOI PSU represents the right to receive, upon vesting, shares of common stock ranging from 0-300% of the NOI PSU based on our NOI performance, as well as a cash payment upon vesting equal to the aggregate cash dividends that would have been paid on such shares of common stock during the vesting period. These awards also provide for a cap on the maximum number of units vested if absolute TSR is not positive over a three-year period.

Restricted Share Units (RSU) - Each RSU represents the right to receive upon vesting one share of common stock, as well as a cash payment upon vesting equal to the aggregate cash dividends that would have been paid on such shares of common stock during the vesting period.

Expensed and Capitalized Costs

The compensation cost charged to income for our share-based compensation plans was $6.4 million, $9.2 million, and $10.8 million for the years ended December 31, 2019, 2018, and 2017, respectively. During the year ended December 31, 2019, a reversal of $0.3 million of prior-period share-based compensation expense was recognized related to the Taubman Asia President transition as a reduction of General and Administrative Expense on our Consolidated Statement of Operations and Comprehensive Income (Loss). Compensation cost capitalized as part of properties and deferred leasing costs was $0.3 million, $0.9 million, and $0.9 million for the years ended December 31, 2019, 2018, and 2017, respectively.

Valuation Methodologies

We estimated the grant-date fair values of share-based grants using the methods as follows. Expected volatility and dividend yields are based on historical volatility and yields of our 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 grant date. We assume no forfeitures for failure to meet the service requirement of Performance Share Units (PSU) or TRG Profits Units, due to the small number of participants and low turnover rate.

The valuations of all grants utilized our common stock price at the grant date. Common stock prices when used in valuing TRG Profits Units are further adjusted by the present value of expected differences in dividends payable on the common stock versus the distributions payable on the TRG Profits Units over the vesting period. We estimated the value of grants dependent on TSR performance using a Monte Carlo simulation and considering historical returns of TCO and the peer group.

For awards dependent on NOI performance, we consider the NOI measure a performance condition under applicable accounting standards, and as such, have estimated a grant-date fair value for each of its possible outcomes. The compensation cost ultimately will be recognized equal to the grant-date fair value of the award that coincides with the actual outcome of the NOI performance. The weighted average grant-date fair value shown for NOI-dependent awards corresponds with management's current expectation of the probable outcome of the NOI performance measure. The product of the NOI-dependent awards outstanding and the grant-date fair value represents the compensation cost being recognized over the service periods.

The valuations of TRG Profits Units consider the possibility that sufficient share price appreciation will not be realized, such that the conversion to TRG Units will not occur and the awards will be forfeited.

Summaries of Activity for the years ended December 31, 2019, 2018, and 2017

Restricted TRG Profits Units

 
Number of Restricted TRG Profits Units
 
Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2017
45,940

 
$
59.49

Granted
46,076

 
57.84

Forfeited
(30,885
)
 
57.85

Outstanding at December 31, 2017
61,131

 
$
59.08

Granted
8,154

 
49.29

Outstanding at December 31, 2018
69,285

 
$
57.93

Units recovered and cancelled (1)
(368
)
 
59.49

Vested and converted (2)
(46,506
)
 
59.45

Outstanding at December 31, 2019
22,411

 
$
54.73


(1)
This reflects the recovery and cancellation of previously granted Restricted TRG Profits Units, which vested on March 1, 2019, as a result of the actual cash distributions made during the vesting period.
(2)
This represents the conversion of Restricted TRG Profits Units to TRG Units, which satisfied certain tax-driven requirements on April 1, 2019 and had previously vested.

As of December 31, 2019, there was $0.2 million of total unrecognized compensation cost related to nonvested Restricted TRG Profits Units outstanding. This cost is expected to be recognized over an average period of 0.9 years.

Relative TSR Performance-based TRG Profits Units

 
Number of relative TSR Performance-based TRG Profits Units
 
Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2017
103,369

 
$
26.42

Granted
103,666

 
23.14

Forfeited
(77,302
)
 
23.42

Outstanding at December 31, 2017
129,733

 
$
25.59

Granted
18,345

 
22.22

Outstanding at December 31, 2018
148,078

 
$
25.17

Units recovered and cancelled (1)
(76,489
)
 
26.42

Vested and converted (2)
(21,169
)
 
26.30

Outstanding at December 31, 2019
50,420

 
$
22.81


(1)
This reflects the recovery and cancellation of previously granted (300% of target grant amount) Relative TSR Performance-based TRG Profits Units, which vested on March 1, 2019, as a result of the performance payout ratio of 22% and the actual cash distributions made during the vesting period. That is, despite the completion of applicable employee service requirements, the number of Relative TSR Performance-based TRG Profits Units ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period.
(2)
This represents the conversion of Restricted TRG Profits Units to TRG Units, which satisfied certain tax-driven requirements on April 1, 2019 and had previously vested.

As of December 31, 2019, there was $0.2 million of total unrecognized compensation cost related to nonvested Relative TSR Performance-based TRG Profits Units outstanding. This cost is expected to be recognized over an average period of 1.0 year.





NOI Performance-based TRG Profits Units

 
Number of NOI Performance-based TRG Profits Units
 
Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2017
103,369

 
$
41.87

Granted
103,666

 
19.35

Forfeited
(75,431
)
 
20.59

Outstanding at December 31, 2017
131,604

 
$
19.69

Granted
18,345

 
16.43

Outstanding at December 31, 2018
149,949

 
$
19.29

Units recovered and cancelled (1)
(68,730
)
 
17.47

Vested and converted (2)
(30,799
)
 
18.86

Outstanding at December 31, 2019
50,420

 
$
2.99


(1)
This reflects the recovery and cancellation of previously granted (300% of target grant amount) NOI Performance-based TRG Profits Units, which vested on March 1, 2019, as a result of the performance payout ratio of 30% and the actual cash distributions made during the vesting period. That is, despite the completions of applicable employee service requirements, the number of NOI Performance-based TRG Profits Units ultimately considered earned is determined by the extent to which the NOI performance measure was achieved during the performance period.
(2)
This represents the conversion of Restricted TRG Profits Units to TRG Units, which satisfied certain tax-driven requirements on April 1, 2019 and had previously vested.

As of December 31, 2019, there was $0.1 million of total unrecognized compensation cost related to nonvested NOI Performance-based TRG Profits Units outstanding. This cost is expected to be recognized over an average period of 1.2 years.

TSR - Based Performance Share Units

 
Number of TSR PSU
 
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2017
166,027

 
$
138.93

Granted
5,046

 
80.16

Vested - three-year grants
(50,459
)
(1) 
90.51

Vested - 2012 and 2013 special grants
(79,764
)
(2) 
181.99

Outstanding at December 31, 2017
40,850


$
107.38

Granted
10,393


78.82

Vested
(37,046
)
(3) 
110.09

Outstanding at December 31, 2018
14,197


$
79.13

Granted
20,936


85.44

Forfeited
(5,758
)
 
82.59

Outstanding at December 31, 2019
29,375


$
82.95



(1)
Based on our market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the year ended December 31, 2017 was 30,601 shares for the TSR PSU three-year grants. The shares of common stock were issued at a weighted average rate of 0.60x and in the range of 0.00x to 1.00x. That is, despite the completion of the applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period. Included in the vested PSUs are awards that vested early due to a retirement and as a result of our restructuring and reduction in our workforce (Note 1).
(2)
Based on our market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the year ended December 31, 2017 was zero shares for the 2012 and 2013 TSR PSU special grants. That is, despite the completion of the applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period.
(3)
Based on our market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the year ended December 31, 2018 was 45,941 shares for the TSR PSU three-year grants. The shares of common stock were issued at a rate of 1.24x. That is, despite the completion of the applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period.

The total intrinsic value of TSR PSU vested during the years ended December 31, 2018 and 2017 was $2.7 million and $2.1 million, respectively. None vested in 2019.

As of December 31, 2019, there was $1.3 million of total unrecognized compensation cost related to nonvested TSR PSU outstanding. This cost is expected to be recognized over an average period of 1.8 years.

NOI - Based Performance Share Units
 
Number of NOI PSU
 
Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2017

 
$

Granted
5,046

 
67.04

Vested
(1,242
)
(1) 
67.50

Outstanding at December 31, 2017
3,804

 
$
67.00

Granted
10,393

 
58.28

Outstanding at December 31, 2018
14,197

 
$
60.59

Granted
20,936

 
52.41

Forfeited
(5,758
)
 
57.42

Outstanding at December 31, 2019
29,375

 
$
40.95


(1)
The actual number of shares of common stock issued upon vesting during the year ended December 31, 2017 was 1,242 shares (1.0x). That is, despite the completion of applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which NOI was achieved during the performance period. These NOI PSU vested as a result of our restructuring and reduction in our workforce (Note 1).

The total intrinsic value of NOI PSU vested during the year ended December 31, 2017 was $0.1 million. No NOI PSU vested in 2019 or 2018.

As of December 31, 2019, there was $0.8 million of total unrecognized compensation cost related to nonvested NOI PSU outstanding. This cost is expected to be recognized over an average period of 1.9 years.

Restricted Share Units
 
Number of RSU
 
Weighted average Grant Date Fair Value
Outstanding at January 1, 2017
231,903

 
$
70.40

Granted
102,568

 
63.33

Forfeited
(12,499
)
 
67.78

Vested
(126,951
)
 
66.98

Outstanding at December 31, 2017
195,021


$
69.22

Granted
69,931


58.28

Forfeited
(6,985
)

63.21

Vested
(73,294
)

73.91

Outstanding at December 31, 2018
184,673


$
63.44

Granted
87,720


52.41

Forfeited
(19,249
)

57.90

Vested
(73,298
)

66.22

Outstanding at December 31, 2019
179,846


$
57.73

 
 
 
 
Fully vested at December 31, 2019
10,133

(1) 
58.75


(1)
These RSU were vested and outstanding as of December 31, 2019. The related shares were issued on January 3, 2020.

Based on an analysis of historical employee turnover, we have made an annual forfeiture assumption of 2.70% of grants when recognizing compensation costs relating to the RSU.

The total intrinsic value of RSU vested during the years ended December 31, 2019, 2018, and 2017 was $3.4 million, $4.6 million, and $8.6 million, respectively.

As of December 31, 2019, there was $4.2 million of total unrecognized compensation cost related to nonvested RSU outstanding. This cost is expected to be recognized over an average period of 1.7 years.

Options

Options were granted to purchase TRG Units, which are exchangeable for new shares of our common stock under the Continuing Offer (Note 15). The options had ten-year contractual terms.
 
Number of Options
 
Weighted Average
 Exercise Price
 
Weighted Average Remaining Contractual Term (in years)
 
Range of Exercise Prices
 
Outstanding at January 1, 2017
202,586
 
$
48.35

 
0.7
 
$
45.9

-
$
51.15

 
Exercised
(202,586)
 
48.35

 
 
 
 
 
 
 
Outstanding at December 31, 2017
0
 
$

 
 
 
 
 
 
 


The total intrinsic value of options exercised during the year ended December 31, 2017 was $3.5 million. Cash received from option exercises for the year ended December 31, 2017 was $9.8 million. No options were granted in 2018 and 2019.

Unit Option Deferral Election

Under a prior option plan, the 2008 Omnibus Plan, and the 2018 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, our 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 TRG pays distributions, the deferred option units receive their proportionate share of the distributions in the form of cash payments. Under an amendment executed in January 2011 and subsequent deferral elections (the latest being made in September 2016), beginning in December 2022 (unless Mr. Taubman retires earlier), the deferred options units will be issued as TRG Units in five annual installments. The deferred option units are accounted for as participating securities of TRG.

Non-Employee Directors’ Stock Grant and Deferred Compensation

The 2008 Omnibus Plan previously provided, and the 2018 Omnibus Plan currently provides, a quarterly grant to each non-employee director of TCO, shares of our common stock based on the fair value of our common stock on the last business day of the preceding quarter. The annual fair market value of the grant was $125,000 in 2019, 2018, and 2017. Certain directors have elected to defer receipt of their shares as described below.

The Non-Employee Directors’ Deferred Compensation Plan (DCP), which was approved by our Board of Directors, allows each non-employee director of TCO the right to defer the receipt of all or a portion of his or her annual director retainer fee until the termination of his or her service on our Board of Directors and for such deferred amount to be denominated in restricted stock units. The number of restricted stock units received equals the amount of the deferred retainer fee divided by the fair market value of the common stock on the business day immediately before the date the director would otherwise have been entitled to receive the retainer fee. The restricted stock units represent the right to receive equivalent shares of common stock at the end of the deferral period. During the deferral period, when we pay cash dividends on our common stock, the directors’ notional deferral accounts will be credited with dividend equivalents on their deferred restricted stock units, payable in additional restricted stock units based on the fair market value of our common stock on the business day immediately before the record date of the applicable dividend payment. There were 74,632 restricted stock units outstanding under the DCP at December 31, 2019.

Other Employee Plan

We have a voluntary retirement savings plan established in 1983 and amended and restated effective January 1, 2012 (the Plan). We believe the Plan is qualified in accordance with Section 401(k) of the Internal Revenue Code (the Code). We contribute an amount ranging from 0% to 4% of the qualified wages of all qualified employees depending on our performance and matches employee contributions in excess of 2%, up to 5%, for a total contribution in the range of 0% to 9% of qualified wages. In addition, we may make discretionary contributions within the limits prescribed by the Plan and imposed in the Code. Our contributions and costs relating to the Plan were $2.6 million in 2019, $3.0 million in 2018, and $2.5 million in 2017.
v3.19.3.a.u2
Preferred Stock of TCO
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Preferred Stock of TCO [Text Block] Preferred Stock of TCO

Preferred Stock

We are obligated to issue to the noncontrolling partners of TRG, upon subscription, one Series B Preferred Share for each of the TRG Units held by the noncontrolling partners. Each Series B Preferred Share entitles the holder to one vote on all matters submitted to our shareholders. The holders of Series B Preferred Shares, voting as a class, have the right to designate up to four nominees for election as directors of TCO. On all other matters on which the holders of common stock are entitled to vote, including the election of directors, the holders of Series B Preferred Shares will vote with the holders of common stock. The holders of Series B Preferred Shares are not entitled to dividends or earnings of TCO. The Series B Preferred Shares are convertible into common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock. During the years ended December 31, 2019, 2018, and 2017, 55,704, 75,120, and 90,945 Series B Preferred Shares, respectively, were converted to two shares, four shares, and five shares of our common stock, respectively, as a result of tenders of units under the Continuing Offer (Note 15).
v3.19.3.a.u2
Commitments and Contingencies
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies

Cash Tender

At the time of our initial public offering and acquisition of our partnership interest in TRG in 1992, we entered into an agreement (the Cash Tender Agreement) with the Revocable Trust and TRA Partners (now Taubman Ventures Group LLC or TVG), each of whom owned an interest in TRG, whereby each of the Revocable Trust and TVG (and/or any assignee of the Revocable Trust or TVG, which now include other specified entities that are affiliated with the children of A. Alfred Taubman (Robert S. Taubman, William S. Taubman, and Gayle Taubman Kalisman)) has the right to tender to us TRG Units (provided that if the tendering party is tendering less than all of its TRG Units, the aggregate value is at least $50 million) 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 (except as otherwise provided below). TVG is controlled by a majority-in-interest among the Revocable Trust and entities affiliated with the children of A. Alfred Taubman (Robert S. Taubman, William S. Taubman, and Gayle Taubman Kalisman). At the election of the tendering party, TRG Units held by members of A. Alfred Taubman’s family and TRG Units held by entities in which his family members hold interests may be included in such a tender.

We will have the option to pay for these interests from available cash, borrowed funds, or from the proceeds of an offering of common stock. Generally, we expect to finance these purchases through the sale of new shares of our common 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 our sole benefit. We account for the Cash Tender Agreement as a freestanding written put option. As the option put price is defined by the current market price of our 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 December 31, 2019 of $31.09 per share for our common stock, the aggregate value of TRG Units that may be tendered under the Cash Tender Agreement was $752.1 million. The purchase of these interests at December 31, 2019 would have resulted in us owning an additional 28% interest in TRG.

Continuing Offer

We have made a continuing, irrevocable offer to exchange shares of common stock for TRG Units (the Continuing Offer) to all present holders of TRG Units (other than certain excluded holders, currently TVG and other specified entities), permitted assignees of all present holders of TRG Units, those future holders of TRG Units as we may, in our sole discretion, agree to include in the Continuing Offer, and all future optionees under the 2018 Omnibus Plan. Under the Continuing Offer agreement, one TRG Unit is exchangeable for one share of common stock. Upon a tender of TRG Units, the corresponding shares of Series B Preferred Stock, if any, will automatically be converted into common stock at a ratio of 14,000 shares of Series B Preferred Stock for one share of common stock.

Insurance

We carry liability insurance to mitigate our exposure to certain losses, including those relating to personal injury claims. We believe our insurance policy terms and conditions and limits are appropriate and adequate given the relative risk of loss and industry practice. However, there are certain types of losses, such as punitive damage awards, which may not be covered by insurance, and not all potential losses are insured against.
Hurricane Maria and The Mall of San Juan

The Mall of San Juan incurred significant damage from Hurricane Maria in 2017. We have received substantial insurance proceeds to cover hurricane and flood damage, as well as business and service interruption. In June 2019, we reached a final settlement with our insurer and received final payment related to our claims.
During the year ended December 31, 2017, we recognized an estimated expense of $7.8 million relating to property damage, included within depreciation expense. The following table presents a summary of the insurance proceeds received relating to our claim for The Mall of San Juan for the years ended 2019, 2018, and 2017:

Proceeds Description
Consolidated Statement of Operations and Comprehensive Income (Loss) Location
 
Year ended December 31
 
2019
 
2018
 
2017
 
 
 
(in thousands)
Business interruption insurance recoveries
Nonoperating Income, Net
 
$
8,574

 

 
 
Revenue reduction related to business interruption (1)
Reduction of Rental Revenues
 
(1,202
)
 

 
 
Expense reimbursement insurance recoveries
Nonoperating Income, Net
 
185

 
$
1,234

 
$
1,101

Reimbursement for capital items damaged in hurricane in 2017
Reversal of previously recognized Depreciation Expense
 
2,000

(2)
4,866

 
902

Gain in insurance recoveries
Nonoperating Income, Net
 
1,418

 

 
 
(1)
Represents amounts recognized in prior periods that were credited back to tenants in the current period upon receipt of business interruption claim proceeds.
(2) Represents reduction of depreciation expense recorded in June 2019 for proceeds received in the final settlement of our insurance claims, which offset the original deductible expensed in 2017.

In August 2019, we settled previously ongoing litigation in the Commonwealth of Puerto Rico Court of First Instance, San Juan Judicial Center, Superior Court, Civil No. SJ2017CV02094 (503) related to the Saks Fifth Avenue store at The Mall of San Juan. As a result of the settlement, Saks Fifth Avenue agreed to pay us $26 million for partial reimbursement of the previously paid anchor allowance in exchange for the termination of its obligations under its agreements. $20 million was received in August 2019; $3 million was received in January 2020 and $3 million will be received on or before January 2021. The allowance reimbursement and value of the former Saks Fifth Avenue building and improvements, which we now control, exceeded the write-off of the book value of the anchor allowance and legal costs incurred in 2019, resulting in the recognition of a $10.1 million net gain, which has been included within Nonoperating Income, Net on the Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2019.

Along with the settlement of the lawsuit, we have resolved the operating covenant with Nordstrom and substantially all of the leases with other mall tenants that had co-tenancy requirements related to Saks Fifth Avenue.

Other

See Note 8 for TRG's guarantees of certain notes payable, including guarantees relating to UJVs, Note 9 for contingent features relating to certain joint venture agreements, Note 10 for contingent features relating to derivative instruments, and Note 13 for obligations under existing share-based compensation plans.
v3.19.3.a.u2
Earnings Per Share
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Common Share

Basic earnings per common share amounts are based on the weighted average of common shares outstanding for the respective periods. Diluted earnings per common 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 TRG Units exchangeable for common shares under the Continuing Offer (Note 15), TSR PSU, NOI PSU, Restricted and Performance-based TRG Profits Units, RSU, deferred shares under the Non-Employee Directors’ Deferred Compensation Plan, and unissued TRG Units under a unit option deferral election (Note 13). In computing the potentially dilutive effect of potential common stock, TRG 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 TRG 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 earnings per common share based on the number of shares, if any, which would be issuable if the end of the reporting period were the end of the contingency period. 
 
Year Ended December 31
 
2019
 
2018
 
2017
Net income attributable to TCO common shareholders (Numerator):
 
 
 
 
 
Basic
$
203,925

 
$
57,952

 
$
55,267

Impact of additional ownership of TRG
2,828

 
85

 
114

Diluted
$
206,753

 
$
58,037

 
$
55,381

 
 
 
 
 
 
Shares (Denominator) – basic
61,181,983

 
60,994,444

 
60,675,129

Effect of dilutive securities
1,056,456

 
283,271

 
365,366

Shares (Denominator) – diluted
62,238,439

 
61,277,715

 
61,040,495

 
 
 
 
 
 
Earnings per common share - basic
$
3.33

 
$
0.95

 
$
0.91

Earnings per common share - diluted
$
3.32

 
$
0.95

 
$
0.91



The calculation of diluted earnings per common share in certain periods excluded certain potential common stock including outstanding TRG Units and unissued TRG Units under a unit option deferral election, both of which may be exchanged for common shares of TCO under the Continuing Offer. The table below presents the potential common stock excluded from the calculation of diluted earnings per common share as they were anti-dilutive in the period presented.

 
Year Ended December 31
 
2019
 
2018
 
2017
Weighted average noncontrolling TRG Units outstanding
4,123,160

 
4,149,144

 
4,089,327

Unissued TRG Units under unit option deferral elections


 
871,262

 
871,262


v3.19.3.a.u2
Fair Value Disclosures
12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
Fair Value Disclosures Fair Value Disclosures

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

Recurring Valuations

Derivative Instruments

The fair value of interest rate hedging instruments is the amount that we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the reporting date. Our valuations of our 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 our own nonperformance risk and the respective counterparty's nonperformance risk.

Other

Our valuations of both our investments in an insurance deposit and in Simon common shares utilize unadjusted quoted prices determined by active markets for the specific securities we have invested in, and therefore fall into Level 1 of the fair value hierarchy. In connection with the adoption of ASU No. 2016-01 on January 1, 2018 (Note 1), we measured our investment in Simon common shares at fair value with changes in value recorded through net income. We owned zero and 290,124 Simon common shares as of December 31, 2019 and 2018, respectively. In January 2019, we sold our remaining 290,124 Simon common shares at an average price of $179.52 per share. Proceeds from the sale were used to pay down our revolving lines of credit.

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 December 31, 2019 Using
 
Fair Value Measurements as of December 31, 2018 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)
Simon common shares (Note 7)
 


 
 
 
$
48,738

 
 
Insurance deposit
 
$
11,213


 


10,121


 

Derivative interest rate contracts (Note 10)
 









$
3,530

Total assets
 
$
11,213


$


$
58,859


$
3,530

 
 











Derivative interest rate contracts (Note 10)
 
 


$
(15,419
)

 


$
(5,710
)
Total liabilities
 
 


$
(15,419
)

 


$
(5,710
)


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







Financial Instruments Carried at Other Than Fair Values

Notes Payable

The fair value of notes payable is estimated using cash flows discounted at current market rates and therefore falls into Level 2 of the fair value hierarchy. When selecting discount rates for purposes of estimating the fair value of notes payable at December 31, 2019 and 2018, we employed the credit spreads at which the debt was originally issued.

The estimated fair values of notes payable at December 31, 2019 and 2018 were as follows:
 
2019
 
2018
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Notes payable
$
3,710,327


$
3,753,531


$
3,830,195


$
3,755,757



The fair values of the notes payable are dependent on the interest rates used in estimating the values. An overall 1% increase in interest rates employed in making these estimates would have decreased the fair values of the debt shown above at December 31, 2019 by $131.8 million or 3.5%.

Cash Equivalents and Notes Receivable

The fair value of cash equivalents and notes receivable approximates their carrying value due to their short maturity. The fair value of cash equivalents is derived from quoted market prices and therefore falls into Level 1 of the fair value hierarchy. The fair value of notes receivable are estimated using cash flows discounted at current market rates and therefore fall into Level 2 of the fair value hierarchy.

See Note 10 regarding additional information on derivatives.
v3.19.3.a.u2
Cash Flow Disclosures & Non-Cash Investing and Financing Activities
12 Months Ended
Dec. 31, 2019
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]  
Cash Flow, Supplemental Disclosures [Text Block] Cash Flow Disclosures and Non-Cash Investing and Financing Activities

Interest paid in 2019, 2018, and 2017, net of amounts capitalized of $7.8 million, $15.2 million, and $12.4 million, respectively, was $143.7 million, $125.5 million, and $100.9 million, respectively. Cash paid for operating leases for the year ended December 31, 2019 was $14.4 million. In 2019, 2018, and 2017, $0.9 million, $0.5 million, and $2.5 million of income taxes were paid, respectively. Other non-cash additions to properties during the years ended December 31, 2019, 2018, and 2017 were $77.7 million, $99.4 million, and $79.0 million, respectively, and primarily represent accrued construction and tenant allowance costs. In connection with the adoption of ASC Topic 842, "Leases", we recorded $178.1 million of operating lease right-of-use assets as of January 1, 2019, which were classified as non-cash investing activities (Note 11). We issued 1.5 million TRG Units as partial consideration for the acquisition of The Gardens Mall, which were valued at $79.3 million as of the acquisition date (Note 2).

Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheet that sum to the total of the same such amounts shown on the Consolidated Statement of Cash Flows.
 
December 31,
2019
 
December 31,
2018
 
December 31,
2017
Cash and cash equivalents
$
102,762

 
$
48,372

 
$
42,499

Restricted cash
656

 
94,557

 
121,905

Total Cash, Cash Equivalents, and Restricted Cash shown on the Consolidated Statement of Cash Flows
$
103,418

 
$
142,929

 
$
164,404



Restricted Cash

We are required to escrow cash balances for specific uses stipulated by certain of our lenders and other various agreements. As of December 31, 2019, 2018, and 2017, our cash balances restricted for these uses were $0.7 million, $94.6 million, and $121.9 million, respectively. Our Restricted Cash as of December 31, 2018 and 2017 included $92.5 million, and $119.2 million, respectively, of cash held as collateral for financing arrangements related to our Asia investments, which was held in a foreign account. As of December 31, 2019, we did not have any such cash held as collateral for financing arrangements related to our Asia investments. During the year ended December 31, 2019, the cash held as collateral decreased as a result of repayments of the related financing arrangements. During the years ended December 31, 2019, 2018, and 2017, the restricted cash balances related to the Asia investments declined by $1.2 million and $5.3 million and increased by $2.3 million, respectively, as a result of exchange rate fluctuations.
v3.19.3.a.u2
Accumulated Other Comprehensive Income
12 Months Ended
Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Comprehensive Income (Loss) Note [Text Block] Accumulated Other Comprehensive Income

Changes in the balance of each component of AOCI for the years ended December 31, 2019, 2018, and 2017 were as follows:
 
TCO AOCI
 
Noncontrolling Interests AOCI

Cumulative translation adjustment
 
Unrealized gains (losses) on interest rate instruments
 
Total
 
Cumulative translation adjustment
 
Unrealized gains (losses) on interest rate instruments
 
Total
January 1, 2017
$
(23,147
)

$
(12,769
)

$
(35,916
)

$
(9,613
)

$
7,065


$
(2,548
)
Other comprehensive income (loss) before reclassifications
23,615

 
41


23,656


9,688

 
16

 
9,704

Amounts reclassified from AOCI
 
 
5,364

 
5,364

 
 
 
2,200

 
2,200

Net current period other comprehensive income (loss)
23,615

 
5,405

 
29,020

 
9,688

 
2,216

 
11,904

Adjustments due to changes in ownership
(84
)
 
61

 
(23
)

84

 
(61
)
 
23

December 31, 2017
$
384


$
(7,303
)

$
(6,919
)

$
159


$
9,220


$
9,379

Other comprehensive income (loss) before reclassifications
(16,513
)

(26
)

(16,539
)

(6,727
)

(12
)

(6,739
)
Amounts reclassified from AOCI


(1,286
)

(1,286
)




(523
)

(523
)
Net current period other comprehensive income (loss)
(16,513
)

(1,312
)

(17,825
)

(6,727
)

(535
)

(7,262
)
Adjustment related to Simon common shares investment for adoption of ASU No. 2016-01 (Note 1)
 
 
(679
)
 
(679
)
 
 
 
(276
)
 
(276
)
Adjustments due to changes in ownership
1


46


47


(1
)

(46
)

(47
)
December 31, 2018
$
(16,128
)

$
(9,248
)

$
(25,376
)

$
(6,569
)

$
8,363


$
1,794

Other comprehensive income (loss) before reclassifications
(12,835
)
 
(9,806
)
 
(22,641
)
 
(1,336
)
 
(4,232
)
 
(5,568
)
Amounts reclassified from AOCI

 
(649
)
 
(649
)
 
 
 
(281
)
 
(281
)
Net current period other comprehensive income (loss)
(12,835
)

(10,455
)

(23,290
)

(1,336
)

(4,513
)

(5,849
)
Partial dispositions of ownership interests in UJVs
9,739

 


 
9,739

 
 
 


 


Adjustments due to changes in ownership
271

 
(347
)
 
(76
)
 
(271
)
 
347

 
76

December 31, 2019
$
(18,953
)

$
(20,050
)

$
(39,003
)

$
(8,176
)

$
4,197


$
(3,979
)

The following table presents reclassifications out of AOCI for the year ended December 31, 2019:
Details about AOCI Components

Amounts reclassified from AOCI

Affected line item in Consolidated Statement of Operations and Comprehensive Income (Loss)
Losses (Gains) on interest rate instruments and other:




Realized loss on interest rate contracts - consolidated subsidiaries

$
628


Interest Expense
Realized gain on interest rate contracts - UJVs

(355
)

Equity in Income in UJVs
Realized gain on cross-currency interest rate contract - UJV

(1,203
)

Equity in Income in UJVs
Total reclassifications for the period

$
(930
)



The following table presents reclassifications out of AOCI for the year ended December 31, 2018:
Details about AOCI Components
 
Amounts reclassified from AOCI
 
Affected line item in Consolidated Statement of Operations and Comprehensive Income (Loss)
Losses (Gains) on interest rate instruments and other:
 
 
 
 
Realized gain on interest rate contracts - consolidated subsidiaries
 
$
(1,133
)
 
Interest Expense
Realized loss on interest rate contracts - UJVs
 
188

 
Equity in Income of UJVs
Realized gain on cross-currency interest rate contract - UJV
 
(864
)
 
Equity in Income in UJVs
Total reclassifications for the period
 
$
(1,809
)
 
 

The following table presents reclassifications out of AOCI for the year ended December 31, 2017:
Details about AOCI Components
 
Amounts reclassified from AOCI
 
Affected line item in Consolidated Statement of Operations and Comprehensive Income (Loss)
Losses on interest rate instruments and other:
 
 
 
 
Realized loss on interest rate contracts - consolidated subsidiaries
 
$
2,879

 
Interest Expense
Realized loss on interest rate contracts - UJVs
 
2,406

 
Equity in Income of UJVs
Realized loss on cross-currency interest rate contract - UJV
 
2,279

 
Equity in Income of UJVs
Total reclassifications for the period
 
$
7,564

 
 

v3.19.3.a.u2
Quarterly Financial Data (Unaudited)
12 Months Ended
Dec. 31, 2019
Quarterly Financial Data [Abstract]  
Quarterly Financial Information [Text Block] Quarterly Financial Data (Unaudited)

The following is a summary of quarterly results of operations for 2019 and 2018:
 
 
2019
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Revenues
 
$
160,208

 
$
161,604

 
$
162,506

 
$
176,736

Equity in income (loss) of UJVs
 
14,672

 
14,822

 
20,252

 
(580
)
Net income (loss)
 
29,738

 
16,877

 
316,390

 
(32,631
)
Net income (loss) attributable to TCO common shareholders
 
15,097

 
6,259

 
215,361

 
(32,792
)
Earnings per common share – basic
 
$
0.25

 
$
0.10

 
$
3.52

 
$
(0.54
)
Earnings per common share – diluted
 
$
0.25

 
$
0.10

 
$
3.48

 
$
(0.54
)

 
 
2018
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Revenues
 
$
161,492

 
$
152,769

 
$
159,120

 
$
167,489

Equity in income of UJVs
 
19,728

 
14,042

 
16,910

 
18,724

Net income
 
34,596

 
30,093

 
38,115

 
12,938

Net income attributable to TCO common shareholders
 
18,590

 
15,307

 
20,976

 
3,079

Earnings per common share – basic
 
$
0.31

 
$
0.25

 
$
0.34

 
$
0.05

Earnings per common share – diluted
 
$
0.30

 
$
0.25

 
$
0.34

 
$
0.05



In the fourth quarter of December 31, 2019, we recognized $72.2 million as an Impairment Charge on Taubman Prestige Outlets Chesterfield on our Consolidated Statement of Operations and Comprehensive Income (Loss) and our beneficial share of an impairment charge of $18.0 million on Stamford Town Center in Equity in Income of UJVs on our Consolidated Statement of Operations and Comprehensive Income (Loss) (Notes 1 and 5).
v3.19.3.a.u2
New Accounting Pronouncements (Notes)
12 Months Ended
Dec. 31, 2019
New Accounting Pronouncements, Policy [Abstract]  
New Accounting Pronouncements, Policy [Policy Text Block] New Accounting Pronouncement and Impending LIBOR Transition

New Accounting Pronouncement

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, "Financial Instruments - Credit Losses", which introduces new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for equity securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU No. 2018-19, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses", which clarifies that operating lease receivables are outside the scope of the new standard. ASU No. 2016-13 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2019. We are still evaluating, but the adoption of this new ASU is not expected to have a material impact on our consolidated financial statements.

LIBOR Transition

In July 2017, the Financial Conduct Authority (FCA), the authority that regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (SOFR) as its preferred alternative rate for USD-LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.
We have material contracts that are indexed to LIBOR and are monitoring and evaluating the related risks, which include interest on loans or amounts received and paid on derivative instruments. Refer to "Note 8 - Notes Payable, Net" and "Note 10 - Derivative and Hedging Activities" to our consolidated financial statements for more details on our loans and derivative instruments, respectively. These risks arise in connection with transitioning contracts to an alternative rate, including any resulting value transfer that may occur. The value of loans or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments the method of transitioning to an alternative reference rate may be challenging, especially if we cannot agree with the respective counterparty about how to make the transition.
If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact on our contracts is likely to vary by contract. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected.
While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.
Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial products and changes in market practices, may lead to risk modeling and valuation challenges, such as adjusting interest rate accrual calculations and building a term structure for an alternative rate.
The introduction of an alternative rate also may create additional basis risk and increased volatility as alternative rates are phased in and utilized in parallel with LIBOR.
Adjustments to systems and mathematical models to properly process and account for alternative rates will be required, which may strain the model risk management and information technology functions and result in substantial incremental costs for us.
We are currently evaluating the impact that the LIBOR transition will have on our consolidated financial statements.
v3.19.3.a.u2
Subsequent Events (Notes)
12 Months Ended
Dec. 31, 2019
Subsequent Event [Line Items]  
Subsequent Events [Text Block] Subsequent Event

Merger Agreement

On February 9, 2020, TCO and TRG (referenced collectively as the Taubman Parties), Simon, a Delaware corporation, the Simon Operating Partnership, a Delaware limited partnership, Silver Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Simon Operating Partnership (Merger Sub 1), and Silver Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub 1 (Merger Sub 2) (Merger Sub 2, Simon, the Simon Operating Partnership, and Merger Sub 1, referenced collectively as the Simon Parties), entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub 2 will be merged with and into TRG (the Partnership Merger) and TCO will be merged with and into Merger Sub 1 (the REIT Merger) (the REIT Merger and the Partnership Merger, referenced collectively as the Mergers). Upon completion of the Partnership Merger, TRG will survive (Surviving TRG) and the separate existence of Merger Sub 2 will cease. Upon completion of the REIT Merger, Merger Sub 1 will survive (Surviving TCO) and the separate corporate existence of TCO will cease. Immediately following the Partnership Merger, Surviving TRG will be converted (the Conversion) into a Delaware limited liability company (the Joint Venture).
Transaction Structure

At the effective time of the Partnership Merger (the Partnership Merger Effective Time), (1) each unit of partnership interest in TRG (each, a Taubman OP Unit) issued and outstanding immediately prior to the Partnership Merger Effective Time held by a limited partner of TRG who is not a member of the Taubman Family (defined as the Titanium Family in the Merger Agreement) (the Minority Partners) will be converted into the right to receive, at the election of such Minority Partner, the Common Stock Merger Consideration (as defined below) or 0.3814 limited partnership units in the Simon Operating Partnership; (2) certain Taubman OP Units issued and outstanding immediately prior to the Partnership Merger Effective Time held by a member of the Taubman Family will remain outstanding as units of partnership interest in Surviving TRG; and (3) all other Taubman OP Units issued and outstanding immediately prior to the Partnership Merger Effective Time held by a member of the Taubman Family will be converted into the right to receive the Common Stock Merger Consideration. In addition, at the Partnership Merger Effective Time, each outstanding TRG Profits Unit (defined as a Titanium OP Incentive Unit in the Merger Agreement) will vest and be converted into a Taubman OP Unit, to be treated in the Partnership Merger in the same manner as the Taubman OP Units held by the Minority Partners. The membership interests of Merger Sub 2 issued and outstanding immediately prior to the Partnership Merger Effective Time will automatically be converted into a number of units of partnership interest in Surviving TRG such that following the Partnership Merger, Merger Sub 1 and TCO will collectively own 80% (assuming, for purposes of this calculation, that the Taubman OP Units issuable under the Option Deferral Agreement (as defined in the Merger Agreement) among TCO, TRG and Robert S. Taubman are outstanding interests of Surviving TRG) of the outstanding interests of Surviving TRG.

Pursuant to the terms and conditions in the Merger Agreement, at the effective time of the REIT Merger (the REIT Merger Effective Time), (1) each share of common stock, $0.01 par value per share, of TCO (the TCO Common Stock) issued and outstanding immediately prior to the REIT Merger Effective Time will be converted into the right to receive $52.50 in cash (the Common Stock Merger Consideration); and (2) each share of Series B Non-Participating Convertible Preferred Stock, $0.001 par value per share, of TCO (the TCO Series B Preferred Stock) will be converted into the right to receive an amount in cash equal to the Common Stock Merger Consideration, divided by 14,000. Immediately prior to the REIT Merger Effective Time, TCO will issue a redemption notice and cause funds to be set aside to pay the redemption price for each share of Series J Cumulative Redeemable Preferred Stock, no par value, of TCO (the TCO Series J Preferred Stock) and each share of Series K Cumulative Redeemable Preferred Stock, no par value, of TCO (the TCO Series K Preferred Stock), at their respective liquidation preference of $25.00 plus all accumulated and unpaid dividends up to, but not including, the redemption date of such share (the Redemption).












In addition, at the REIT Merger Effective Time, (1) each outstanding restricted stock unit award of TCO (each, a TCO RSU) and each outstanding performance stock unit award (each, a TCO PSU) granted under the Taubman Stock Plans (defined as the Titanium Stock Plans in the Merger Agreement) that vest in accordance with its terms in connection with the closing of the Mergers will automatically convert into the right to receive the Common Stock Merger Consideration; (2) each outstanding TCO RSU and TCO PSU that is not eligible to vest in accordance with its terms at the REIT Merger Effective Time will be converted into a cash substitute award to be paid (A) with respect to any such award granted prior to 2020, in accordance with the same service-vesting schedule that applied to the original TCO RSU or TCO PSU award and (B) with respect to any such award granted in 2020, in accordance with the same vesting schedule (including performance-vesting conditions) that applied to the original TCO RSU or TCO PSU award; (3) each outstanding share of deferred TCO Common Stock (each, a TCO DSU) granted under the Taubman Stock Plans will be converted into the right to receive the Common Stock Merger Consideration, and (4) each dividend equivalent right granted in tandem with any TCO RSU or TCO PSU (each, a TCO DER) will be treated in the same manner as the outstanding TCO RSU or TCO PSU to which such TCO DER relates.
Finally, at the effective time of the Conversion, the Option Deferral Agreement will be deemed to be amended so that each Option Deferred Unit (as defined in the Merger Agreement) will represent the right to receive, following the Conversion, one Reorganized Taubman OP Unit (defined as a Reorganized Titanium OP Unit in the Merger Agreement), and will remain subject to all other terms and conditions of the Option Deferral Agreement.
Following the Mergers and the Conversion, the Simon Operating Partnership will own 100% of the outstanding equity of Surviving TCO, Surviving TCO will own 80% of the limited liability company interests of the Joint Venture, and the Taubman Family will own the remaining 20% (assuming, for purposes of this calculation, that Taubman OP Units issuable under the Option Deferral Agreement are outstanding interests of Surviving TRG) of the limited liability company interests of the Joint Venture. Surviving TCO and the Taubman Family will enter into an Operating Agreement (as defined below) with respect to the Joint Venture at the time of the Conversion in the form attached as Exhibit B to the Merger Agreement and described further below.

Conditions to the Merger

The consummation of the Mergers is subject to the approval of the REIT Merger by (1) the holders of at least two-thirds of the outstanding shares of TCO Common Stock and TCO Series B Preferred Stock (voting together as a single class); (2) the holders of at least a majority of TCO Series B Preferred Stock; and (3) the holders of at least a majority of the outstanding shares of TCO Common Stock and TCO Series B Preferred Stock (voting together as a single class and excluding the outstanding shares of TCO Common Stock and TCO Series B Preferred Stock owned of record or beneficially by the Taubman Family). In addition, the consummation of the Mergers is subject to certain other customary closing conditions, including, among others, the approval of the Partnership Merger by the partners holding at least a majority of the aggregate percentage interests in TRG (other than those held by TCO) (which approval has been obtained), the absence of certain legal impediments to the consummation of the Mergers, the absence of a Material Adverse Effect (as defined in the Merger Agreement) with respect to TCO and material compliance by the Simon Parties and the Taubman Parties with their respective obligations under the Merger Agreement. The obligations of the parties to consummate the Mergers are not subject to any financing condition or the receipt of any financing by the Simon Parties.
Go-Shop; Non-Solicit

For the first 45 days following the signing of the Merger Agreement (the Go-Shop Period), TCO will be permitted to solicit, propose, encourage or facilitate competing bids and negotiate competing Acquisition Proposals (as defined in the Merger Agreement) (the Go-Shop Process), subject to certain information and matching rights of Simon. Subject to certain exceptions, at the conclusion of the Go-Shop Period, TCO has agreed not to (1) solicit, initiate or propose the making or submission of, or knowingly encourage or facilitate the making or submission of, any offer or proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (2) furnish to any person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of TCO or any of its subsidiaries, in any such case with the intent to induce the making or submission of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal; (3) participate, facilitate or engage in discussions or negotiations with any person with respect to an Acquisition Proposal or any offer, proposal or inquiry that would reasonably be expected to lead to an Acquisition Proposal; (4) enter into any letter of intent, memorandum of understanding, agreement in principle, investment agreement, merger agreement, acquisition agreement or other contract relating to an Acquisition Transaction (as defined in the Merger Agreement) or that would reasonably be expected to lead to an Acquisition Proposal; or (5) reimburse or agree to reimburse the expenses of any other person in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that would reasonably be expected to lead to an Acquisition Proposal.

Prior to the approval of the Merger Agreement by TCO’s shareholders, the Board of Directors of TCO (the TCO Board) may in certain circumstances effect a Taubman Board Recommendation Change (defined as a Titanium Board Recommendation Change in the Merger Agreement) and terminate the Merger Agreement in order to enter into a definitive agreement providing for a Superior Proposal (as defined in the Merger Agreement), subject to complying with certain notice and other specified conditions set forth in the Merger Agreement, including payment to Simon of a termination fee (as described below).
Termination Fees

Upon a termination of the Merger Agreement, under certain circumstances, TRG will be required to pay Simon a termination fee of $46.6 million if such termination occurs during the Go-Shop Period (and for a limited period beyond the Go-Shop Period in certain cases, as described in the Merger Agreement) and $111.9 million if such termination occurs after the conclusion of the Go- Shop Period. The termination fee is payable if the Merger Agreement is terminated by TCO prior to the approval of the Merger Agreement by TCO’s shareholders to accept a Superior Proposal, as further described in the Merger Agreement. In addition, the termination fee is payable to Simon if Simon terminates the Merger Agreement under certain circumstances and subject to certain restrictions, including if the TCO Board effects a Taubman Board Recommendation Change. If (1) the Merger Agreement is terminated (A) by either TCO or Simon because the Mergers have not occurred by the end date described below or because TCO shareholder approval is not obtained at a shareholder meeting duly held for such purpose or (B) by Simon in respect of a breach of TCO’s covenants or agreements that would give rise to the failure of a closing condition that is incapable of being cured within the time periods prescribed by the Merger Agreement; (2) an alternative acquisition proposal has been made to TCO and publicly announced or otherwise disclosed and not withdrawn; and (3) within twelve months after termination of the Merger Agreement, TCO enters into a definitive agreement with respect to an alternative acquisition proposal (and subsequently consummates such transaction) or consummates a transaction with respect to an alternative acquisition proposal, TRG will pay Simon the termination fee.

Other Terms of the Merger Agreement

The Simon Parties and Taubman Parties each made certain customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants by the Taubman Parties to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice, subject to certain exceptions, and a covenant by Simon to maintain its REIT qualification, during the period between the execution of the Merger Agreement and the consummation of the Mergers. Further, each party has agreed to use its reasonable best efforts to obtain any necessary regulatory approvals, subject to Simon’s right to control the process of seeking such approvals and certain other limitations, including that Simon need not take any action that would be a Simon Burdensome Condition (as defined in the Merger Agreement) under the Merger Agreement and TCO need not take any action that would be a Taubman Burdensome Condition (as defined in the Merger Agreement) under the Merger Agreement. Further, the Simon Parties are not required to close prior to November 9, 2020 if a governmental investigation or proceeding is pending that, in Simon’s reasonable judgment, following consultation with TCO and the Taubman Family, would reasonably be expected to lead to a Simon Burdensome Condition.
TCO has also agreed to seek to obtain certain third party consents prior to the closing, and if such consents are not obtained or the need for such consents is not otherwise removed, the Simon Parties are not obligated to close until after July 9, 2020.

Joint Venture Agreement

Immediately following the Conversion, Surviving TCO and the Taubman Family will enter into an operating agreement with respect to the Joint Venture (the Operating Agreement) that will define the rights, duties, and responsibilities of Surviving TCO and the Taubman Family as members of the Joint Venture. At the time of the Conversion, Surviving TCO will hold 80% of the common units of the Joint Venture and the Taubman Family will hold the remaining 20%. Affiliates of Simon will also hold certain preferred units of the Joint Venture as consideration for providing the funds for the redemption of the TCO Series J Preferred Stock and the TCO Series K Preferred Stock, which preferred units will be on substantially the same terms as the TCO Series J Preferred Stock and the TCO Series K Preferred Stock.







Prior to the occurrence of certain specified termination events (including, but not limited to, the Taubman Family’s ownership falling below a specified threshold) (the Taubman Period), the operations of the Joint Venture and its subsidiaries will be managed by the Chief Executive Officer, Robert S. Taubman (or, if Robert S. Taubman ceases to be Chief Executive Officer, William S. Taubman or another Taubman Family appointee reasonably acceptable to Surviving TCO), subject to approval rights held by Surviving TCO over certain material matters, including, but not limited to, equity issuances, debt incurrences beyond certain agreed-upon exceptions, the annual budget (subject to certain procedures and exceptions), material litigation, affiliate transactions, and material contracts. In addition, for as long as Simon intends to qualify as a real estate investment trust, the Joint Venture is obligated to operate as if it were a real estate investment trust.

Following the end of the Taubman Period, the operations of the Joint Venture and its subsidiaries will be managed by a board of directors appointed by Surviving TCO, subject to a more limited set of approval rights held by the Taubman Family, subject to the Taubman Family maintaining certain minimum ownership thresholds.

The Joint Venture will be required to distribute to its members, on a monthly basis, in addition to certain other minimum requirements agreed to in the Operating Agreement, the greater of (1) 95% of the portion of the Joint Venture’s REIT taxable income attributable (directly or indirectly) to Surviving TCO, grossed up for all the members of the Joint Venture and (2) certain minimum distribution levels agreed by Surviving TCO and the Taubman Family.

Subject to customary exceptions, the Operating Agreement will restrict the Taubman Family from transferring its equity in the Joint Venture to third parties. Subject to customary exceptions, Surviving TCO will be restricted from transferring its equity in the Joint Venture to third parties until the earlier of the seventh anniversary of the Conversion and the end of the Taubman Period. The Taubman Family will have the right to exchange its equity interests for limited partnership units in the Simon Operating Partnership or cash or a combination of such units and cash (at the Taubman Family’s election) based on specified valuation methods at the following times and in the following amounts:

Between the second and third anniversaries of the Conversion (i.e., between 24 to 36 months thereafter): One-time exchange of 100% of the Taubman Family’s equity in the Joint Venture. Surviving TCO will have the option to modify the consideration for such exchange to be 50% in limited partnership units in the Simon Operating Partnership and 50% in cash. Surviving TCO will also have the option to cause the exchange of half of the equity interests subject to such exchange to close on a delayed basis, within one year of the initial closing, for the same value and consideration mix.

After the second anniversary of the Conversion: Up to 20% of the Taubman Family’s initial equity in the Joint Venture may be exchanged following the second anniversary, 40% following the third anniversary, 60% following the fourth anniversary, 80% following the fifth anniversary and 100% following the sixth anniversary and thereafter.

In each case, an exchange must be for no less than a number of equity interests equal to 10% of the common units of the Joint Venture owned by the Taubman Family as of the effective time of the Conversion or the Taubman Family’s entire remaining equity stake, if smaller.

The Taubman Family will agree to vote any limited partnership units in the Simon Operating Partnership it acquires pursuant to any such exchanges as directed by the Simon family designee under the limited partnership agreement of the Simon Operating Partnership, subject to certain exceptions.

The Taubman Family will have customary registration rights with respect to any common shares of Simon it may receive upon redemption or exchange of any limited partnership units in the Simon Operating Partnership received pursuant to such exchanges.

Under certain circumstances, Surviving TCO will have the right to cause the Taubman Family to exchange 100% of its equity interests in the Joint Venture for limited partnership units in the Simon Operating Partnership or cash or a combination of such units and cash (at Surviving TCO’s election), pursuant to the same pricing mechanics as the Taubman Family’s elective exchanges. The Taubman Family will have the option to modify the consideration for such exchange to be 50% in limited partnership units in the Simon Operating Partnership and 50% in cash.

Certain members of the Taubman Family involved in the management of the Joint Venture will agree to customary non-competition obligations until such time as the Taubman Family no longer owns 2% of the common units in the Joint Venture and for one year thereafter.

Prior to the Taubman Family’s ownership falling below a specified threshold, subject to certain exceptions, business opportunities first identified by the Joint Venture will belong to the Joint Venture and Surviving TCO will agree not to pursue such business opportunities outside of the Joint Venture without the consent of the Taubman Family.

The foregoing description of the Operating Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Operating Agreement, which is attached as Exhibit B to the Merger Agreement and is incorporated herein by reference.
v3.19.3.a.u2
Valuation and Qualifying Accounts
12 Months Ended
Dec. 31, 2018
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Valuation and Qualifying Accounts
Schedule II

VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2019, 2018, and 2017
(in thousands)
 
 
 
Additions
 
 
 
 
 
 
 
 
Balance at beginning of year
 
Charged to costs and expenses
 
Charged to other accounts
 
Write-offs
 
Transfers, net
 
Balance at  end of year
 
Year Ended December 31, 2018
 

 
 

 
 
 
 

 
 
 
 

 
Allowance for doubtful receivables
$
10,237

 
$
3,728

 

 
$
(3,605
)
 

 
$
10,360

(1) 
Year Ended December 31, 2017
 

 
 
 
 
 
 
 
 
 
 

 
Allowance for doubtful receivables
$
4,311

 
$
11,025

 
 
 
$
(5,099
)
 

 
$
10,237

 


(1)
In connection with the adoption of ASC Topic 842 ("Leases") on January 1, 2019. we now review the collectibility of both billed and accrued charges under our tenant leases each quarter taking into consideration the tenant’s historical payment status, credit profile, and known issues related to tenant operations. As a result of the above change in evaluation in uncollectible tenant revenues, the allowance for doubtful accounts was written off and an entry was recorded as of January 1, 2019 to adjust the receivables and equity balances of our Consolidated Businesses and Unconsolidated Joint Ventures. Refer to "Note 1 - Summary of Significant Accounting Policies - Changes in Accounting Policies - Accounts Receivable and Uncollectible Tenant Revenues" in the consolidated financial statements for further discussion of our adoption of ASC Topic 842 related accounts receivable and uncollectible tenant revenues.

See accompanying report of independent registered public accounting firm.
v3.19.3.a.u2
Real Estate and Accumulated Depreciation
12 Months Ended
Dec. 31, 2019
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]  
Real Estate and Accumulated Depreciation
Schedule III
TAUBMAN CENTERS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2019
(in thousands)
 
Initial Cost to Company
 
 
 
Gross Amount at Which Carried at Close of Period
 
 
 
 
 
 
 
 
 
 
 
 
 
Land
 
Buildings, Improvements, and Equipment
 
Cost Capitalized Subsequent to Acquisition
 
Land
 
BI&E
 
Total
 
Accumulated Depreciation (A/D)
 
Total Cost Net of A/D
 
Encumbrances
 
Year Opened / Expanded
 
Year Acquired
 
Depreciable Life
Shopping Centers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beverly Center
Los Angeles, CA

 
$
200,902

 
$
472,892

 

 
$
673,794

 
$
673,794

 
$
208,109

 
$
465,685

 
 
 
1982
 
 
 
40 years
Cherry Creek Shopping Center
Denver, CO

 
99,087

 
261,221

 

 
360,308

 
360,308

 
191,539

 
168,769

 
$
550,000

 
1990 / 1998 / 2015
 
 
 
40 years
City Creek Shopping Center
Salt Lake City, UT


 
75,229

 
7,016

 


 
82,245

 
82,245

 
21,957

 
60,288

 
75,359

 
2012
 
 
 
30 years
Dolphin Mall, Miami, FL
$
34,881

 
222,301

 
134,603

 
$
34,881

 
356,904

 
391,785

 
149,059

 
242,726

 
 
 
2001 / 2007 / 2015
 
 
 
50 years
The Gardens on El Paseo
Palm Desert, CA
23,500

 
131,858

 
14,365

 
23,500

 
146,223

 
169,723

 
33,386

 
136,337

 


 
1998 / 2010
 
2011
 
48 years
Great Lakes Crossing Outlets
Auburn Hills, MI
15,506

 
188,773

 
77,840

 
15,506

 
266,613

 
282,119

 
140,261

 
141,858

 
193,515

 
1998
 
 
 
50 years
The Mall at Green Hills
Nashville, TN
48,551

 
332,261

 
237,314

 
48,551

 
569,575

 
618,126

 
98,115

 
520,011

 
150,000

 
1955 / 2011 / 2019
 
2011
 
40 years
International Market Place Honolulu, HI


 
539,924

 
14,007

 


 
553,931

 
553,931

 
101,235

 
452,696

 
250,000

 
2016
 
 
 
50 years
The Mall of San Juan
San Juan, PR
17,617

 
476,742

 
21,183

 
17,617

 
497,925

 
515,542

 
91,654

 
423,888

 


 
2015
 
 
 
50 years
The Mall at Short Hills
Short Hills, NJ
25,114

 
167,595

 
271,485

 
25,114

 
439,080

 
464,194

 
220,912

 
243,282

 
1,000,000

 
1980 / 1994 / 1995 / 2011
 
 
 
40 years
Taubman Prestige Outlets Chesterfield
Chesterfield, MO
16,079

 
3,697

(1)


 
16,079

 
3,697

 
19,776

 


(1)
19,776

 
 
 
2013
 
 
 
50 years
Twelve Oaks Mall
Novi, MI
25,410

 
190,455

 
108,500

 
25,410

 
298,955

 
324,365

 
188,181

 
136,184

 
292,311

 
1977 / 1978 / 2007 / 2008
 
 
 
50 years
 


 


 


 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office Facilities
5,123

 
12,519

 
51,564

 
5,123

 
64,083

 
69,206

 
29,201

 
40,005

 
12,000

 
 
 
2014
 
35 years
Peripheral Land
16,994

 
 
 


 
16,994

 


 
16,994

 
 
 
16,994

 
 
 
 
 
 
 
 
Construction in Process and Development - pre-construction costs
8,058

 


 
94,796

 
8,058

 
94,796

 
102,854

 
 
 
102,854

 


 
 
 
 
 
 
Assets under CDD Obligations
3,969

 
58,512

 
1,889

 
3,969

 
60,401

 
64,370

 
38,133

 
26,237

 
 
 
 
 
 
 
 
Other


 
21,729

 


 


 
21,729

 
21,729

 
3,249

 
18,480

 
 
 
 
 
 
 
 
Total
$
240,802

 
$
2,721,584

 
$
1,768,675

 
$
240,802

 
$
4,490,259

 
$
4,731,061

(2) 
$
1,514,992

 
$
3,216,069

 
 
 
 
 
 
 
 







Schedule III

The changes in total real estate assets and accumulated depreciation for the years ended December 31, 2019, 2018, and 2017 are as follows:


TAUBMAN CENTERS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2019
(in thousands)

Total Real Estate Assets


Accumulated Depreciation


2019

2018

2017


2019

2018
 
2017

Balance, beginning of year
$
4,717,569

 
$
4,461,045

 
$
4,173,954

 
Balance, beginning of year
$
(1,404,692
)
 
$
(1,276,916
)
 
$
(1,147,390
)

New development and improvements
172,027

 
306,032

 
320,977

 
Depreciation
(172,960
)
 
(155,133
)
 
(161,091
)

Disposals/Write-offs
(158,535
)
(1) 
(49,508
)
 
(33,886
)
 
Disposals/Write-offs
62,661

(1) 
27,357

 
31,565


Balance, end of year
$
4,731,061

 
$
4,717,569


$
4,461,045


Balance, end of year
$
(1,514,992
)
 
$
(1,404,692
)
 
$
(1,276,916
)
 


(1)
In May 2018, we closed on a redevelopment agreement for Taubman Prestige Outlets Chesterfield, and all operations at the center, as well as the building and improvements, were transferred to The Staenberg Group (TSG). We have deferred recognition of a sale until our termination right is no longer available, with the right ceasing upon TSG commencing construction of a redevelopment. TSG has made significant progress on its redevelopment plans and the commencement of construction is probable within the year, leading to an expected sale of the property in 2020. Accordingly, the center was classified as held for sale as of December 31, 2019 and an impairment charge of $72.2 million was recognized in the fourth quarter, which reduced the book value of the buildings, improvements, and equipment that were transferred to zero. As a result of the impairment, the related accumulated depreciation was set to zero.
(2)    The unaudited aggregate cost for federal income tax purposes as of December 31, 2019 was $5.176 billion.

See accompanying report of independent registered public accounting firm.
v3.19.3.a.u2
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Business Description and Basis of Presentation [Text Block]

Organization and Basis of Presentation

General

Taubman Centers, Inc. (TCO) is a Michigan corporation that operates as a self-administered and self-managed real estate investment trust (REIT). TCO's sole asset is an approximate 70% general partnership interest in The Taubman Realty Group Limited Partnership (TRG), which owns direct or indirect interests in all of our real estate properties. In this report, the terms "we", "us", and "our" refers to TCO, TRG, and/or TRG's subsidiaries as the context may require. We own, manage, lease, acquire, dispose of, develop, and expand retail shopping centers and interests therein. Our owned portfolio as of December 31, 2019 included 24 urban and suburban shopping centers operating in 11 U.S. states, Puerto Rico, South Korea, and China. The Taubman Company LLC (the Manager) provides certain management and administrative services for us and for our U.S. properties.

The Consolidated Businesses consist of shopping centers and entities that are controlled, through ownership or contractual agreements, by TRG, the Manager, or 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, or UJVs) are accounted for under the equity method.

In May 2018, we entered into a redevelopment agreement for Taubman Prestige Outlets Chesterfield, and all operations at the center, as well as the building and improvements, were transferred to The Staenberg Group (TSG). TSG leases the land from us through a long-term, participating ground lease. We have the right to terminate the ground lease in the event that a redevelopment has not begun within five years, with the buildings and improvements reverting to us upon such a termination. We have deferred recognition of a sale until our termination right is no longer available, with the right ceasing upon TSG commencing construction of a redevelopment. TSG has made significant progress on its redevelopment plans and the commencement of construction is probable within the year, leading to an expected sale of the property in 2020. Accordingly, the center was classified as held for sale as of December 31, 2019 and an impairment charge of $72.2 million was recognized in the fourth quarter, which reduced the book value of the buildings, improvements, and equipment that were transferred to zero. The shopping center has been excluded from our owned shopping center portfolio disclosure above.

Dollar amounts presented in tables within the notes to the financial statements are stated in thousands, except share data or as otherwise noted.

Consolidation

The consolidated financial statements of TCO include all accounts of TCO, TRG, and its consolidated subsidiaries, including 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.

In determining the method of accounting for partially owned joint ventures, we evaluate the characteristics of associated entities and determine whether an entity is a variable interest entity (VIE), and, if so, determine whether we are the primary beneficiary by analyzing whether we have both the power to direct the entity's significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity's operations, the entity's financing and capital structure, and contractual relationship and terms, including consideration of governance and decision making rights. We consolidate a VIE when we have determined that we are the primary beneficiary. All of our consolidated joint ventures, including TRG, meet the definition and criteria as VIEs, as either we or an affiliate of ours is the primary beneficiary of each VIE.

TCO's sole asset is an approximate 70% general partnership interest in TRG and, consequently, substantially all of TCO's consolidated assets and liabilities are assets and liabilities of TRG. All of TCO's debt (Note 8) is an obligation of TRG or our consolidated subsidiaries. Note 8 also provides disclosure of guarantees provided by TRG to certain consolidated joint ventures. Note 9 provides additional disclosures of the carrying balance of the noncontrolling interests in our consolidated joint ventures and other information, including a description of certain rights of the noncontrolling owners.
Investments in UJVs are accounted for under the equity method. We have evaluated our investments in the UJVs under guidance for determining whether an entity is a VIE and have concluded that the ventures are not VIEs. Accordingly, we account for our 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). Our partners or other owners in these UJVs 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 we have concluded that the equity method of accounting is appropriate for these interests. Specifically, our 79% and 50.1% investments in Westfarms and International Plaza, respectively, are through general partnerships in which the other general partners have participating rights over annual operating budgets, capital spending, refinancing, or sale of the property. We provide our beneficial interest in certain financial information of our UJVs (Notes 5 and 8). This beneficial information is derived as our ownership interest in the investee multiplied by the specific financial statement item being presented. Investors are cautioned that deriving our beneficial interest in this manner may not accurately depict the legal and economic implications of holding a noncontrolling interest in the investee.

TRG

At December 31, 2019 and 2018, TRG's equity included two classes of preferred equity (Series J and K Preferred Equity) and the net equity of the TRG unitholders. Net income and distributions of TRG are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in TRG in accordance with their percentage ownership. The Series J and K Preferred Equity are owned by TCO and are eliminated in consolidation.

The partnership equity of TRG and TCO's ownership therein are shown below:
Year
 
TRG Units outstanding at December 31
 
TRG Units owned by TCO at December 31(1)
 
TRG Units owned by noncontrolling interests at December 31
 
TCO's % interest in TRG at December 31
 
TCO's average interest % in TRG
2019
 
87,644,651

 
61,228,579

 
26,416,072

 
70%
 
70%
2018
 
85,946,862

 
61,069,108

 
24,877,754

 
71
 
71
2017
 
85,788,252

 
60,832,918

 
24,955,334

 
71
 
71

(1)
There is a one-for-one relationship between TRG Units owned by TCO and TCO common shares outstanding; amounts in this column are equal to TCO’s common shares outstanding as of the specified dates.

Outstanding voting securities of TCO at December 31, 2019 consisted of 26,398,473 shares of Series B Non-Participating Convertible Preferred Stock (Series B Preferred Shares) (Note 14) and 61,228,579 shares of common stock.

The remaining approximate 30% of TRG Units are owned by TRG’s partners other than TCO, including Robert S. Taubman, William S. Taubman, Gayle Taubman Kalisman, and the A. Alfred Taubman Restated Revocable Trust (Taubman Family).
Consolidation, policy
Consolidation

The consolidated financial statements of TCO include all accounts of TCO, TRG, and its consolidated subsidiaries, including 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.

In determining the method of accounting for partially owned joint ventures, we evaluate the characteristics of associated entities and determine whether an entity is a variable interest entity (VIE), and, if so, determine whether we are the primary beneficiary by analyzing whether we have both the power to direct the entity's significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the nature of the entity's operations, the entity's financing and capital structure, and contractual relationship and terms, including consideration of governance and decision making rights. We consolidate a VIE when we have determined that we are the primary beneficiary. All of our consolidated joint ventures, including TRG, meet the definition and criteria as VIEs, as either we or an affiliate of ours is the primary beneficiary of each VIE.

TCO's sole asset is an approximate 70% general partnership interest in TRG and, consequently, substantially all of TCO's consolidated assets and liabilities are assets and liabilities of TRG. All of TCO's debt (Note 8) is an obligation of TRG or our consolidated subsidiaries. Note 8 also provides disclosure of guarantees provided by TRG to certain consolidated joint ventures. Note 9 provides additional disclosures of the carrying balance of the noncontrolling interests in our consolidated joint ventures and other information, including a description of certain rights of the noncontrolling owners.
Investments in UJVs are accounted for under the equity method. We have evaluated our investments in the UJVs under guidance for determining whether an entity is a VIE and have concluded that the ventures are not VIEs. Accordingly, we account for our 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). Our partners or other owners in these UJVs 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 we have concluded that the equity method of accounting is appropriate for these interests. Specifically, our 79% and 50.1% investments in Westfarms and International Plaza, respectively, are through general partnerships in which the other general partners have participating rights over annual operating budgets, capital spending, refinancing, or sale of the property. We provide our beneficial interest in certain financial information of our UJVs (Notes 5 and 8). This beneficial information is derived as our ownership interest in the investee multiplied by the specific financial statement item being presented. Investors are cautioned that deriving our beneficial interest in this manner may not accurately depict the legal and economic implications of holding a noncontrolling interest in the investee.

Operating Partnership Ownership [Table Text Block]
TRG

At December 31, 2019 and 2018, TRG's equity included two classes of preferred equity (Series J and K Preferred Equity) and the net equity of the TRG unitholders. Net income and distributions of TRG are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in TRG in accordance with their percentage ownership. The Series J and K Preferred Equity are owned by TCO and are eliminated in consolidation.

The partnership equity of TRG and TCO's ownership therein are shown below:
Year
 
TRG Units outstanding at December 31
 
TRG Units owned by TCO at December 31(1)
 
TRG Units owned by noncontrolling interests at December 31
 
TCO's % interest in TRG at December 31
 
TCO's average interest % in TRG
2019
 
87,644,651

 
61,228,579

 
26,416,072

 
70%
 
70%
2018
 
85,946,862

 
61,069,108

 
24,877,754

 
71
 
71
2017
 
85,788,252

 
60,832,918

 
24,955,334

 
71
 
71

(1)
There is a one-for-one relationship between TRG Units owned by TCO and TCO common shares outstanding; amounts in this column are equal to TCO’s common shares outstanding as of the specified dates.

Outstanding voting securities of TCO at December 31, 2019 consisted of 26,398,473 shares of Series B Non-Participating Convertible Preferred Stock (Series B Preferred Shares) (Note 14) and 61,228,579 shares of common stock.

The remaining approximate 30% of TRG Units are owned by TRG’s partners other than TCO, including Robert S. Taubman, William S. Taubman, Gayle Taubman Kalisman, and the A. Alfred Taubman Restated Revocable Trust (Taubman Family).
Revenue [Policy Text Block]
Revenue Recognition

General

Shopping center space is generally leased to tenants under short and intermediate term leases that are accounted for as operating leases. Rental revenues are generally recognized on a straight-line basis over the lease terms, unless specific tenant circumstances indicate that the revenue should be recorded on a cash basis. For traditional net leases, where tenants reimburse the landlord for an allocation of reimbursable costs incurred, we recognize revenue in the period the applicable costs are chargeable to tenants. Overage rent is accrued when lessees' specified sales targets have been met (Note 11).










Disaggregation of Revenue

The nature, amount, timing, and uncertainty of individual types of revenues may be affected differently by economic factors. Under Accounting Standards Codification (ASC) Topic 606, "Revenue from Contracts with Customers", we are required to disclose a disaggregation of our revenues derived from contracts with customers that considers economic differences between revenue types. The following table summarizes our disaggregation of consolidated revenues for this purpose.
 
 
Year Ended December 31
 
 
2019
 
2018
 
2017
Expense recoveries(1)
 

 
$
205,514

 
$
211,625

Shopping center and other operational revenues (2)
 
$
55,243

 
48,434

 
40,902

Management, leasing, and development services
 
4,846

 
3,271

 
4,383

Total revenue from contracts with customers
 
$
60,089

 
$
257,219

 
$
256,910


(1)
Pursuant to our adoption of ASC Topic 842, "Leases", beginning January 1, 2019, expense recoveries have been combined with minimum rent on the Consolidated Statement of Operations and Comprehensive Income (Loss) into Rental Revenues and is no longer required to be disaggregated.
(2)
Represents consolidated Other revenue reported on the Consolidated Statement of Operations and Comprehensive Income (Loss) excluding lease cancellation income for the years ended December 31, 2018 and 2017. Pursuant to the adoption of ASC Topic 842, "Leases", beginning January 1, 2019, lease cancellation income is now presented in Rental Revenues on the Consolidated Statement of Operations and Comprehensive Income (Loss).

Nature of Services and Performance Obligations

Expense recoveries revenue represented reimbursements from mall tenants for (1) services performed by us to the benefit of all mall tenants and the property as a whole for common area maintenance, (2) insurance, property taxes, and utilities, and (3) promotion and other miscellaneous charges. Pursuant to our adoption of ASC Topic 842, "Leases", beginning January 1, 2019, expense recoveries have been combined with minimum rent on the Consolidated Statement of Operations and Comprehensive Income (Loss) into Rental Revenues and is no longer required to be disaggregated.

Shopping center and other operational revenues represent a collection of non-core revenue streams that are generated through the course of owning and operating a shopping center, including sponsorship, parking, and storage income, as well as revenues from food and beverage operations. The contracts for these revenue streams are predominately short-term in nature and individually do not contain more than one performance obligation. In addition, we record revenue for property services fees billed for the management of our Asia centers, which represents one performance obligation. We satisfy our performance obligations related to shopping center and other operational revenues either over time or at a point in time, depending on the specific nature of the revenue generating activity. For performance obligations that are satisfied at a point in time, including food and beverage and parking income, the control of the good or service is immediately transferred to the customer upon completion of the performance obligation. Payment terms related to shopping center and other operational revenues vary depending on the nature of the agreement, however, payment is generally due directly upon the satisfaction of the related performance obligation.

Management, leasing, and development services revenue represents income from various services performed by us for our third party customers, as provided for under management agreements. These services typically generate fees that are based on operating results of the shopping centers, the execution and opening of mall tenants, and/or the successful completion of other agreed-upon services. As each management agreement provides for a variety of services, significant judgment is required to identify multiple performance obligations. The standalone selling price of each performance obligation is determined based on the terms of the management agreement and the specific services being rendered. Each performance obligation is considered to be satisfied over time as services are rendered. The related revenue is recognized upon billing, as the amounts invoiced generally correspond directly with the value the customer is receiving from the services. Customers are invoiced on a quarterly basis and payment is generally due within 30 days of each calendar quarter.

Information about Contract Balances and Unsatisfied Performance Obligations

Contract assets exist when we have a right to payment for services rendered that remains conditional on factors other than the passage of time. Similarly, contract liabilities are incurred when customers prepay for services to be rendered. Certain revenue streams within shopping center and other operational revenues may give rise to contract assets and liabilities. However, these revenue streams are generally short-term in nature and the difference between revenue recognition and cash collection, although variable, does not differ significantly from period to period. As of December 31, 2019, we had an inconsequential amount of contract assets and liabilities.
The aggregate amount of the transaction price allocated to our performance obligations that were unsatisfied, or partially unsatisfied, as of December 31, 2019 were inconsequential.
Property, Plant and Equipment, Policy [Policy Text Block]
Depreciation and Amortization

Buildings, improvements, and equipment are primarily depreciated on straight-line bases over the estimated useful lives of the assets, which generally range from 3 to 50 years. Capital expenditures that are recoverable from tenants are generally depreciated over the estimated recovery period. Intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Tenant allowances are depreciated on a straight-line basis over the shorter of the useful life of the leasehold improvements or the lease term. Deferred leasing costs are amortized on a straight-line basis over the lives of the related leases. In the event of early termination of such leases, the unrecoverable net book values of the assets are recognized as depreciation and amortization expense in the period of termination.

Capitalization

Direct and indirect costs that are clearly related to the acquisition, development, construction, and improvement of properties are capitalized. Compensation costs are allocated based on actual time spent on a project. Costs incurred on real estate for ground leases, property taxes, insurance, and interest costs for qualifying assets are capitalized during periods in which activities necessary to get the property ready for its intended use are in progress.

The viability of all projects under construction or development, including those owned by UJVs, are regularly evaluated on an individual basis under the accounting for abandonment of assets or changes in use. To the extent a project, or individual components of the project, are no longer considered to have value, the related capitalized costs are charged against operations. Additionally, all properties are reviewed for impairment on an individual basis whenever events or changes in circumstances, such as changes in expected holding periods, indicate that their carrying value may not be recoverable. Impairment of a shopping center owned by consolidated entities is recognized when the sum of expected cash flows (undiscounted and without interest charges) is less than the carrying value of the property. Other than temporary impairment of an investment in an UJV is recognized when the carrying value of the investment is not considered recoverable based on evaluation of the severity and duration of the decline in value, including the results of discounted cash flow and other valuation techniques. To the extent impairment has occurred, the excess carrying value of the asset over its estimated fair value is charged to income. In the fourth quarter of December 31, 2019, we recognized $72.2 million as an Impairment Charge on Taubman Prestige Outlets Chesterfield on our Consolidated Statement of Operations and Comprehensive Income (Loss) and our beneficial share of an impairment charge of $18.0 million on Stamford Town Center in Equity in Income of UJVs on our Consolidated Statement of Operations and Comprehensive Income (Loss) (Note 5). No impairment charges were recognized for the years ended December 31, 2018 or 2017.

In leasing a shopping center space, we may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, we determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership, for accounting purposes, of such improvements. If we are considered the owner of the leasehold improvements for accounting purposes, we capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the leasehold improvements or the lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event we are not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Factors considered during this evaluation usually include (1) who holds legal title to the improvements, (2) evidentiary requirements concerning the spending of the tenant allowance, and (3) other controlling rights provided by the lease agreement (e.g. unilateral control of the tenant space during the build-out process). Determination of the accounting for a tenant allowance is made on a case-by-case basis, considering the facts and circumstances of the individual tenant lease. Substantially all of our tenant allowances have been determined to be leasehold improvements.

Cash and Cash Equivalents and Restricted Cash, Policy [Policy Text Block]
Cash and Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with a maturity of 90 days or less at the date of purchase. We deposit cash and cash equivalents with institutions with high credit quality. From time to time, cash and cash equivalents may be in excess of FDIC insurance limits. Substantially all cash and cash equivalents at December 31, 2019 were not insured or guaranteed by the FDIC or any other government agency and were invested across nine separate financial institutions as of December 31, 2019. Included in restricted cash is $0.4 million at December 31, 2019 on deposit in excess of the FDIC insured limit.



Business Combinations Policy [Policy Text Block]
Acquisitions

We recognize the assets acquired, the liabilities assumed, and any noncontrolling interests in the acquiree at their fair values as of the acquisition date. The cost of acquiring a controlling ownership interest or an additional ownership interest (if not already consolidated) is allocated to the tangible assets acquired (such as land and building) and to any identifiable intangible assets based on their estimated fair values at the date of acquisition. The fair value of a property is determined on an "as-if-vacant" basis. Management considers various factors in estimating the "as-if-vacant" value including an estimated lease up period, lost rents, and carrying costs. The identifiable intangible assets would include the estimated value of "in-place" leases, above and below market "in-place" leases, and tenant relationships. The portion of the purchase price that management determines should be allocated to identifiable intangible assets is amortized in depreciation and amortization or as an adjustment to rental revenue, as appropriate, over the estimated life of the associated intangible asset (for instance, the remaining life of the associated tenant lease). We account for the acquisition of shopping centers as asset acquisitions, and as such, costs related to the acquisition of controlling and non-controlling interests, including due diligence costs, professional fees, and other costs related to the acquisition, are capitalized
Deferred Charges, Policy [Policy Text Block]
Deferred Charges and Other Assets

Direct costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. Cash expenditures for leasing costs are recognized in the Consolidated Statement of Cash Flows as operating activities. Debt issuance costs incurred in connection with our revolving lines of credit are deferred and amortized on a straight-line basis, which approximates the effective interest method. All other deferred charges are amortized on a straight-line basis over the terms of the agreements to which they relate.

Share-based Payment Arrangement [Policy Text Block]
Share-Based Compensation Plans

The cost of share-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized over the requisite employee service period which is generally the vesting period of the grant. We recognize compensation costs for awards with graded vesting schedules on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. We recognize compensation costs for awards with net operating income performance conditions based on the grant date fair value of the award that coincides with the expected outcome of the condition, as updated for actual results (Note 13).
Derivatives, Methods of Accounting, Hedging Derivatives [Policy Text Block]
Interest Rate Hedging Agreements

All derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If a derivative is designated as a cash flow hedge, all changes in the fair value of the derivative are recorded in other comprehensive income (OCI) and are recognized in the income statement when the hedged item affects income (Note 10).

We formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives and strategies for undertaking various hedge transactions. We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items.
Commitments and Contingencies, Policy [Policy Text Block]
Insurance Accounting

We carry liability insurance to mitigate our exposure to certain losses, including those relating to property damage and business interruption. We record the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is not recorded until the proceeds are received. Insurance recoveries for business interruption for lost revenue or profit are accounted for as gain contingencies in their entirety, and therefore are not recorded in income until the proceeds are received.

During the years ended December 31, 2019, 2018, and 2017, we recorded insurance proceeds related to reimbursement of expenses and property damage incurred at The Mall of San Juan as a result of Hurricane Maria (Note 15).



Income Tax, Policy [Policy Text Block]
Income Taxes

We operate in such a manner as to qualify as a REIT under the applicable provisions of the Internal Revenue Code. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains, to our shareholders and meet certain other requirements. As a REIT, we are entitled to a dividends paid deduction for the dividends we pay to our shareholders. Therefore, we will generally not be subject to federal income taxes under current Federal income tax law as long as we currently distribute to our shareholders an amount equal to or in excess of our taxable income. REIT qualification reduces but does not eliminate the amount of state and local taxes paid by us. In addition, a REIT may be subject to certain excise taxes if it engages in certain activities.
No provision for federal income taxes for consolidated partnerships has been made; as such taxes are the responsibility of the individual partners under current Federal income tax law. There are certain state income taxes incurred which are provided for in our financial statements.
We have made Taxable REIT Subsidiary (TRS) elections for all of our subsidiaries that are treated as corporations for federal income tax purposes pursuant to section 856 (I) of the Internal Revenue Code. The TRSs are subject to corporate level income taxes, including federal, state, and certain foreign income taxes for foreign operations, which are provided for in our financial statements.
Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence, including expected taxable earnings. Our temporary differences primarily relate to deferred compensation, depreciation, and net operating loss carryforwards.
In connection with the revised 21% Federal corporate income tax rate under the Tax Cuts and Jobs Act of 2017 (2017 Tax Act), we adjusted our net Federal deferred tax asset to reflect the change in tax rate (Note 3). Future changes to tax laws could affect the taxation of the REIT, partnerships and Taxable REIT subsidiaries, possibly having a significant impact on the current and deferred income taxes of TCO.
Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block]
Severance Plans and Restructuring Charges

We have severance plans in place for certain employees, which we account for as a post-employment benefit. We recognize a liability and expense when it is probable that employees will be entitled to benefits under the severance plans and the amount can be reasonably estimated.

We have been undergoing a restructuring to reduce our workforce and reorganize various areas of the organization in response to the completion of another major development cycle and the current near-term challenges facing the U.S. mall industry. During the years ended December 31, 2019, 2018 and 2017, we incurred restructuring charges of $3.5 million, $0.6 million, and $13.8 million, respectively. These expenses have been separately classified as Restructuring Charges on the Consolidated Statement of Operations and Comprehensive Income (Loss). As of December 31, 2019, $0.2 million of the restructuring costs recognized during 2019 were unpaid and remained accrued.
Costs Associated with Shareowner Activism [Policy Text Block]
Costs Associated with Shareholder Activism

During the years ended December 31, 2019, 2018, and 2017, we incurred $17.3 million, $12.5 million, and $14.5 million, respectively, of expense associated with activities related to shareholder activism, largely legal and advisory services. Expenses for the year ended December 31, 2019 included $5.0 million pursuant to an agreement with Land & Buildings Investment Management, LLC (Land & Buildings) for a reimbursement of a portion of the billed fees and expenses incurred by Land & Buildings and its affiliated funds in connection with Land & Buildings' activist involvement with TCO and the service on our Board of Directors of its founder and Chief Investment Officer, Jonathan Litt. The reimbursement represented a related party transaction. We received written certification from Land & Buildings that the actual billed fees and expenses as of the payment date exceeded $5.0 million.





Also included in the activism costs was a retention program for certain employees. Given the uncertainties associated with shareholder activism and to ensure the retention of top talent in key positions within TCO, certain key employees were provided certain incentive benefits in the form of cash and/or equity retention awards. We and our Board of Directors believed these benefits were instrumental in ensuring the continued success of TCO during the retention period. Due to the unusual and infrequent nature of these expenses in our history, they have been separately classified as Costs Associated with Shareholder Activism on our Consolidated Statement of Operations and Comprehensive Income (Loss). As of December 31, 2019, all incentive benefits under the retention awards had vested.
Noncontrolling Interests [Policy Text Block]
Noncontrolling Interests
Noncontrolling interests in TCO are comprised of the ownership interests of (1) noncontrolling interests in TRG and (2) the noncontrolling interests in joint ventures controlled by us through ownership or contractual arrangements. Consolidated net income and comprehensive income includes amounts attributable to us and the noncontrolling interests. Transactions that change our ownership interest in a subsidiary are accounted for as equity transactions if we retain our controlling financial interest in the subsidiary.
We evaluate whether noncontrolling interests are subject to any redemption features outside of our control that would result in presentation outside of permanent equity pursuant to general accounting standards regarding the classification and measurement of redeemable equity instruments. Certain noncontrolling interests in TRG and consolidated ventures of TCO qualify as redeemable noncontrolling interests (Note 9). To the extent such noncontrolling interests are currently redeemable or it is probable that they will eventually become redeemable, these interests are adjusted to the greater of their redemption value or their carrying value at each balance sheet date
Foreign Currency Transactions and Translations Policy [Policy Text Block]
Foreign Currency Translation
We have certain entities in Asia for which the functional currency is the local currency. The assets and liabilities of the entities are translated from their functional currency into U.S. Dollars at the rate of exchange in effect on the balance sheet date. Income statement accounts are generally translated using the average exchange rate for the period. Income statement amounts of significant transactions are translated at the rate in effect as of the date of the transaction. Our share of unrealized gains and losses resulting from the translation of the entities' financial statements are reflected in shareholders' equity as a component of Accumulated Other Comprehensive Income (Loss) on our Consolidated Balance Sheet (Note 19).
Use of Estimates, Policy [Policy Text Block]
Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Segment Reporting Disclosure [Text Block]
Segments and Related Disclosures

We have one reportable operating segment: we own, develop, and manage shopping centers. We have aggregated our shopping centers into this one reportable segment, as the shopping centers share similar economic characteristics and other similarities. The shopping centers are located in major metropolitan areas, have similar tenants, are operated using consistent business strategies, and are expected to exhibit similar long-term financial performance. Net Operating Income (NOI) is often used by our chief operating decision makers in assessing segment operating performance. NOI is believed to be 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.

No single retail company represents 5% or more of our revenues. Our consolidated revenues and assets do not have any material amounts derived from countries other than the United States, as our investments in Asia are in UJVs that are accounted for under the equity method.
Management's Responsibility to Evaluate Going Concern [Policy Text Block]
Management's Responsibility to Evaluate TCO's Ability to Continue as a Going Concern

When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. No such conditions or events were identified as of the issuance date of the financial statements contained in this Annual Report on Form 10-K.
v3.19.3.a.u2
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Operating Partnership Ownership [Table Text Block]
TRG

At December 31, 2019 and 2018, TRG's equity included two classes of preferred equity (Series J and K Preferred Equity) and the net equity of the TRG unitholders. Net income and distributions of TRG are allocable first to the preferred equity interests, and the remaining amounts to the general and limited partners in TRG in accordance with their percentage ownership. The Series J and K Preferred Equity are owned by TCO and are eliminated in consolidation.

The partnership equity of TRG and TCO's ownership therein are shown below:
Year
 
TRG Units outstanding at December 31
 
TRG Units owned by TCO at December 31(1)
 
TRG Units owned by noncontrolling interests at December 31
 
TCO's % interest in TRG at December 31
 
TCO's average interest % in TRG
2019
 
87,644,651

 
61,228,579

 
26,416,072

 
70%
 
70%
2018
 
85,946,862

 
61,069,108

 
24,877,754

 
71
 
71
2017
 
85,788,252

 
60,832,918

 
24,955,334

 
71
 
71

(1)
There is a one-for-one relationship between TRG Units owned by TCO and TCO common shares outstanding; amounts in this column are equal to TCO’s common shares outstanding as of the specified dates.

Outstanding voting securities of TCO at December 31, 2019 consisted of 26,398,473 shares of Series B Non-Participating Convertible Preferred Stock (Series B Preferred Shares) (Note 14) and 61,228,579 shares of common stock.

The remaining approximate 30% of TRG Units are owned by TRG’s partners other than TCO, including Robert S. Taubman, William S. Taubman, Gayle Taubman Kalisman, and the A. Alfred Taubman Restated Revocable Trust (Taubman Family).
v3.19.3.a.u2
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income tax expense (benefit)
Our income tax expense (benefit) for the years ended December 31, 2019, 2018, and 2017 consisted of the following:
 
2019
 
2018

2017
 
Federal current
$
56

 
$
(373
)

$
(2,509
)
 
Federal deferred
1,724

 
(1,057
)

1,632

(1) 
Foreign current
1,775

(2) 
1,160


849

 
Foreign deferred
2,518

(3) 
307


158

 
State current
62

 
(128
)
 
(208
)
 
State deferred
197

 
(140
)
 
183

 
Total income tax (benefit) expense
$
6,332

 
$
(231
)

$
105

 


(1)
Reflects $0.3 million of expense related to the restatement of the net Federal deferred tax asset at December 31, 2017 at the revised 21% Federal corporate income tax rate under the 2017 Tax Act.
(2)
During the year ended December 31, 2019, we recognized $0.9 million of foreign current income tax expense (22% tax rate) related to a promote fee paid by our previous institutional partner in Starfield Hanam (Note 5).
(3)
During the year ended December 31, 2019, we recognized $2.8 million of foreign deferred tax expense (10% tax rate) as we are no longer able to assert indefinite reinvestment in our China assets due to our sale of 50% of our interest in CityOn.Zhengzhou and pending sale of 50% of our interest in CityOn.Xi'an to funds managed by Blackstone (Note 2). The tax expense is related to an excess of the Investments in the UJVs under GAAP accounting over the tax basis of our investments.
Deferred tax assets and liabilities
Deferred tax assets and liabilities as of December 31, 2019 and 2018 were as follows:
 
2019
 
2018
 
Deferred tax assets:
 
 
 
 
Federal
$
4,385

(1) 
$
5,662

(2) 
Foreign
2,020

 
1,655

 
State
1,388

 
807

 
Total deferred tax assets
$
7,793

 
$
8,124

 
Valuation allowances
(2,761
)
(3) 
(1,744
)
(4) 
Net deferred tax assets
$
5,032

 
$
6,380

 
Deferred tax liabilities:
 

 
 

 
Foreign(5)
$
4,449

 
$
2,454

 
Total deferred tax liabilities
$
4,449

 
$
2,454

 


(1)
Includes a $4.4 million Federal investment tax credit carryforward.
(2)
Includes a $3.6 million Federal investment tax credit carryforward.
(3)
Includes a $1.7 million valuation allowance against Foreign deferred tax assets, and a $1.1 million valuation allowance against State deferred tax assets. The foreign increase in the valuation allowance is primarily due to an unrecognized 2019 net operating loss at one of our China service entities. The increase in the state valuation allowance is due to an unrecognized 2019 Tennessee net operating loss.
(4)
Includes a $1.2 million valuation allowance against Foreign deferred tax assets, and a $0.5 million valuation allowance against State deferred tax assets.
(5)
The foreign deferred tax liability relates to shareholder level withholding taxes from Korea and China on undistributed profi
Tax Status of Dividends, Common Stock [Table Text Block]
Year
 
Dividends per common share declared
 
Return of capital
 
Ordinary income
 
Long-term capital gain
 
Unrecaptured Sec. 1250 capital gain
2019
 
$
2.7000

 
$

 
$
1.2937

 
$
1.4063

 
$

2018
 
2.6200

 
1.1167

 
1.4766

 
0.0263

 
0.0004

2017
 
2.5000

 
0.4775

 
1.3927

 
0.4397

 
0.1901


Tax Status of Dividends, Series J [Table Text Block]
Year

Dividends per Series J Preferred share declared

Ordinary income

Long-term capital gain

Unrecaptured Sec. 1250 capital gain
2019

$
1.6250


$
0.7786


$
0.8464


$

2018

1.6250


1.5961


0.0284


0.0005

2017
 
1.6250

 
1.0505

 
0.4011

 
0.1734


Tax Status of Dividends, Series K [Table Text Block]
Year
 
Dividends per Series K Preferred share declared
 
Ordinary income
 
Long-term capital gain
 
Unrecaptured Sec. 1250 capital gain
2019
 
$
1.5625

 
$
0.7487

 
$
0.8138

 
$

2018
 
1.5625

 
1.5347

 
0.0273

 
0.0005

2017
 
1.5625

 
1.0101

 
0.3857

 
0.1667



v3.19.3.a.u2
Properties (Tables)
12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
Schedule of Real Estate Properties [Table Text Block]

Properties at December 31, 2019 and 2018 are summarized as follows:
 
2019
 
2018
Land
$
232,744


$
233,301

Buildings, improvements, and equipment
4,395,463


4,342,664

Construction in process and pre-development costs
102,854


141,604

 
$
4,731,061


$
4,717,569

Accumulated depreciation and amortization
(1,514,992
)

(1,404,692
)
 
$
3,216,069


$
3,312,877


v3.19.3.a.u2
Investments in Unconsolidated Joint Ventures (Tables)
12 Months Ended
Dec. 31, 2019
Equity Method Investments and Joint Ventures [Abstract]  
Beneficial Interests In Joint Ventures
Shopping Center
 
Ownership as of
December 31, 2019 and 2018
CityOn.Xi'an (1)
 
50%
CityOn.Zhengzhou (1)
 
24.5/49
Country Club Plaza
 
50
Fair Oaks Mall
 
50
The Gardens Mall (2)
 
48.5/0
International Plaza
 
50.1
The Mall at Millenia
 
50
Stamford Town Center
 
50
Starfield Anseong (under development)
 
Note 2
Starfield Hanam (1)
 
17.15/34.3
Sunvalley
 
50
The Mall at University Town Center
 
50
Waterside Shops
 
50
Westfarms
 
79


(1)
We entered into agreements to sell half of our ownership interest in CityOn.Xi'an, CityOn.Zhengzhou, and Starfield Hanam in February 2019. In September 2019 and December 2019, we completed the sales of 50% of our interests in Starfield Hanam and CityOn.Zhengzhou, respectively. CityOn.Xi'an is subject to customary closing conditions and is expected to close in the first quarter of 2020 (Note 2).
(2)
In April 2019, we acquired a 48.5% interest in The Gardens Mall (Note 2).
Equity Method Investment Summarized Financial Information Text Block
 
December 31 2019
 
December 31 2018
Assets:
 
 
 
Properties
$
3,816,923

 
$
3,728,846

Accumulated depreciation and amortization
(942,840
)
 
(869,375
)
 
$
2,874,083

 
$
2,859,471

Cash and cash equivalents
201,501

 
161,311

Accounts and notes receivable (1)
122,569

 
131,767

Operating lease right-of-use assets (1)
11,521

 


Deferred charges and other assets
178,708

 
140,444

 
$
3,388,382

 
$
3,292,993

 


 
 
Liabilities and accumulated equity (deficiency) in assets:
 

 
 

Notes payable, net
$
3,049,737

 
$
2,815,617

Accounts payable and other liabilities
341,263

 
426,358

Operating lease liabilities (1)
13,274

 


TRG's accumulated deficiency in assets (1)
(212,380
)
 
(49,465
)
UJV Partners' accumulated equity in assets (1)
196,488

 
100,483

 
$
3,388,382

 
$
3,292,993

 


 
 
TRG's accumulated deficiency in assets (above)
$
(212,380
)
 
$
(49,465
)
TRG's investment in Starfield Anseong (Note 2) and advances to CityOn.Zhengzhou
209,024

 
140,743

TRG basis adjustments, including elimination of intercompany profit (2)
329,673

 
57,360

TCO's additional basis
32,625

 
47,178

Net investment in UJVs
$
358,942

 
$
195,816

Distributions in excess of investments in and net income of UJVs
473,053

 
477,800

Investment in UJVs
$
831,995

 
$
673,616


(1) Upon adoption of ASC Topic 842, "Leases" on January 1, 2019, we valued our operating lease obligations and recorded operating lease liabilities and related right-of-use assets. These lease liabilities and related right-of-use assets will amortize over the remaining life of the respective leases.
(2) The increase in basis adjustments is primarily due to the gains on remeasurements of ownership interests in UJVs (Note 2).

 
Year Ended December 31
 
2019
 
2018
 
2017
Revenues (1)
$
620,513

 
$
601,272

 
$
586,499

Maintenance, taxes, utilities, promotion, and other operating expenses
$
226,014

 
$
211,285

 
$
218,004

Impairment charge
6,154

 
 
 
 
Interest expense
139,756

 
132,669

 
130,339

Depreciation and amortization
131,223

 
131,884

 
127,625

Total operating costs
$
503,147

 
$
475,838

 
$
475,968

Nonoperating income, net
2,870

 
1,923

 
2,894

Income tax expense
(8,541
)
 
(5,935
)
 
(5,226
)
Gain on disposition, net of tax (2)


 


 
3,713

Net income
$
111,695

 
$
121,422

 
$
111,912

 


 
 
 
 
Net income attributable to TRG
$
58,020

 
$
62,964

 
$
59,994

Realized intercompany profit, net of depreciation on TRG’s basis adjustments (3)
5,698

 
8,386

 
9,326

Depreciation of TCO's additional basis
(1,946
)
 
(1,946
)
 
(1,946
)
Impairment of TCO's additional basis
(12,606
)
 


 


Equity in income of UJVs
$
49,166

 
$
69,404

 
$
67,374

 
 
 
 
 
 
Beneficial interest in UJVs’ operations:
 

 
 

 
 

Revenues less maintenance, taxes, utilities, promotion, and other operating expenses (3)
$
212,057

 
$
209,423

 
$
202,332

Impairment charge
(17,951
)
 
 
 
 
Interest expense
(69,749
)
 
(68,225
)
 
(67,283
)
Depreciation and amortization
(71,583
)
 
(68,894
)
 
(66,933
)
Income tax expense
(3,608
)
 
(2,900
)
 
(2,825
)
Gain on disposition, net of tax (1)


 


 
2,083

Equity in income of UJVs
$
49,166

 
$
69,404

 
$
67,374



(1) Upon adoption of ASC Topic 842, "Leases", uncollectible tenant revenues are now recorded in Rental Revenues (Note 11).
(2) Amount represents the gain related to the sale of the Valencia Place office tower at Country Club Plaza in March 2017 (Note 2).
(3) In addition to the disposition of 50% of our ownership interest in Starfield Hanam, in September 2019, Blackstone also purchased the 14.7% interest in Starfield Hanam that was previously owned by our institutional joint venture partner. Our previous partnership agreement provided for a promote fee due to Taubman Asia upon the institutional partner's exit from the partnership based on performance measures under the prior agreement, which resulted in the recognition of a $4.8 million promote fee during the year ended December 31, 2019.

v3.19.3.a.u2
Accounts and Notes Receivable (Tables)
12 Months Ended
Dec. 31, 2019
Receivables [Abstract]  
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Accounts and notes receivable at December 31, 2019 and 2018 are summarized as follows:

 
2019
 
2018
Trade
$
39,575

 
$
46,292

Notes
2,342

 
3,172

Straight-line rent and recoveries
53,499

 
38,626

 
$
95,416

 
$
88,090

Less: Allowance for doubtful accounts (1)


 
(10,360
)
 
$
95,416

 
$
77,730



(1) As a result of the adoption of ASC 842 on January 1, 2019, the allowance for doubtful accounts was written off (Note 1).
v3.19.3.a.u2
Deferred Charges Other Assets (Tables)
12 Months Ended
Dec. 31, 2019
Deferred Charges and Other Assets [Abstract]  
Deferred Charges and Other Assets [Table Text Block]

Deferred charges and other assets at December 31, 2019 and 2018 are summarized as follows:

 
2019
 
2018
Leasing costs
$
59,552


$
52,507

Accumulated amortization
(9,904
)

(7,577
)
 
$
49,648


$
44,930

In-place leases, net
1,766


3,122

Investment in Simon common shares (Note 17)


 
48,738

Revolving credit facilities' deferred financing costs, net
8,229


4,374

Insurance deposit (Note 17)
11,213


10,121

Deposits
956


975

Prepaid expenses
6,091


6,671

Deferred tax asset, net
5,032


6,380

Other, net
9,724


9,825

 
$
92,659


$
135,136



v3.19.3.a.u2
Notes Payable, Net (Tables)
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Mortgage Notes Payable [Table Text Block]

Notes payable, net at December 31, 2019 and 2018 consist of the following:
 
2019
 
2018
 
Stated Interest Rate as of 12/31/2019
 
Maturity Date
 
Number of Extension Options
 
Facility Amount
 
Cherry Creek Shopping Center
$
550,000


$
550,000

 
3.85%
 
06/01/28
 
 
 
 
 
City Creek Center
75,359

(1) 
77,068

(1) 
4.37%
 
08/01/23
 
 
 
 
 
Great Lakes Crossing Outlets
193,515


198,625

 
3.60%
 
01/06/23
 
 
 
 

 
The Mall at Green Hills
150,000


150,000

 
LIBOR+1.45% LIBOR capped at 3.00%
 
12/01/20


 
 
 
International Market Place
250,000


250,000

 
LIBOR + 2.15%
 
08/09/21

Two, one-year options
 
 
 
The Mall at Short Hills
1,000,000


1,000,000

 
3.48%
 
10/01/27
 
 
 
 
 
Twelve Oaks Mall
292,311

 
296,815

 
4.85%
 
03/06/28
 
 
 
 
 
U.S. Headquarters
12,000


12,000

 
LIBOR + 1.40% Swapped to 3.49%
 
03/01/24
 
 
 
 
 
$65M Revolving Credit Facility


 
34,675

 
LIBOR + 1.40%
 
04/25/20
 
 
 
65,000

(2) 
$1.1B Revolving Credit Facility
675,000

(3) (4) 
725,000

 
LIBOR + 1.38%
(3) 
02/01/24
 
Two, six-month options
 
1,100,000

(3) 
$300M Unsecured Term Loan


 
300,000

(5) 

(5) 

 
 
 
 
 
$275M Unsecured Term Loan
275,000

(4) (5) (6) 

 
LIBOR + 1.55%
(6) 
02/01/25
 
 
 
 
 
$250M Unsecured Term Loan
250,000

(7) 
250,000

 
LIBOR + 1.60%
(7) 
03/31/23
 
 
 
 
 
Deferred Financing Costs, Net
(12,857
)
 
(13,988
)
 
 
 
 
 
 
 
 
 
 
$
3,710,327

 
$
3,830,195

 
 
 
 
 
 
 
 

 


(1)
TRG has provided a limited guarantee of the repayment of the City Creek Center loan, which could be triggered only upon a decline in center occupancy to a level that we believe is remote.
(2)
The unused borrowing capacity at December 31, 2019 was $55.3 million, after considering $9.7 million of letters of credit outstanding on the facility.
(3)
TRG is the borrower under the $1.1 billion primary unsecured revolving credit facility. As of December 31, 2019, the interest rate on the facility was a range of LIBOR plus 1.05% to 1.60% and a facility fee of 0.20% to 0.25% based on our total leverage ratio. The unused borrowing capacity at December 31, 2019 was $367.5 million. The LIBOR rate is swapped to a fixed rate of 2.14% until February 2022 on $25 million of the $1.1 billion TRG revolving credit facility. This results in an effective interest rate in the range of 3.19% to 3.74% until February 2022 on $25 million of the credit facility balance (Note 10).
(4)
The $1.1 billion primary unsecured revolving line of credit includes an accordion feature, which in combination with the $275 million unsecured term loan would increase our maximum aggregate total commitment to $2.0 billion between the two facilities if fully exercised, subject to obtaining additional lender commitments, customary closing conditions, covenant compliance, and minimum asset values for the unencumbered asset pool. As of December 31, 2019, we could not fully utilize the accordion feature unless additional assets were added to the unencumbered asset pool.
(5)
In October 2019, we amended and restated our unsecured term loan, which reduced the loan amount from $300 million to $275 million and extended the maturity date from February 2022 to February 2025. The $300 million loan bore interest at a range of LIBOR plus 1.25% to 1.90% based on our total leverage ratio. The LIBOR rate was swapped to a fixed interest rate of 2.14%, resulting in an effective interest rate in the range of 3.39% to 4.04%.
(6)
The $275 million unsecured term loan bears interest at a range of LIBOR plus 1.15% to 1.80% based on our total leverage ratio. The LIBOR rate is swapped to a fixed rate of 2.14% until February 2022, which results in an effective interest rate in the range of 3.29% to 3.94% until February 2022.
(7)
The $250 million unsecured term loan includes an accordion feature, which would increase our maximum aggregate total commitment to $400 million if fully exercised, subject to obtaining additional lender commitments, customary closing conditions, covenant compliance, and minimum asset values for the unencumbered asset pool. As of December 31, 2019, we could not utilize the accordion feature unless additional assets were added to the unencumbered asset pool. The loan bears interest at a range of LIBOR plus 1.25% to 1.90% based on our total leverage ratio. Through the term of the loan, the LIBOR rate is swapped to a fixed rate of 3.02%, which results in an effective interest rate in the range of 4.27% to 4.92% (Note 10).
(8)
Amounts in table may not add due to rounding.

Schedule of Future Minimum Principal Payments for Notes Payable [Table Text Block]
The following table presents scheduled principal payments on notes payable as of December 31, 2019:

2020
$
161,747

 
2021
262,329

(1) 
2022
12,867

 
2023
502,278

 
2024
692,715

(2) 
Thereafter
2,091,249

 
Total principal maturities
$
3,723,185

 
Net unamortized deferred financing costs
(12,857
)
 
Total notes payable, net
$
3,710,327

 

(1)
Includes $250.0 million with two one-year extension options.
(2)
Includes $675.0 million with two, six-month extension options
Operating Partnership's beneficial interest
TRG's beneficial interest in the debt, capitalized interest, and interest expense of our consolidated subsidiaries and our UJVs is summarized in the following table. TRG's beneficial interest in the consolidated subsidiaries excludes debt and interest related to the noncontrolling interest in Cherry Creek Shopping Center (50%) and International Market Place (6.5%).
 
At 100%
 
At Beneficial Interest
 
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
 
Consolidated Subsidiaries
 
Unconsolidated Joint Ventures
 
Debt as of:
 
 
 
 
 
 
 
 
December 31, 2019
$
3,710,327


$
3,049,737


$
3,419,625


$
1,508,506

 
December 31, 2018
3,830,195


2,815,617


3,539,588


1,437,445

 












 
Capitalized interest:
 


 


 


 

 
Year Ended December 31, 2019
$
7,807

(1) 
$
330


$
7,767

(1) 
$
196

 
Year Ended December 31, 2018
15,221

(1) 
30


15,133

(1) 
18

 












 
Interest expense:
 


 


 


 

 
Year Ended December 31, 2019
$
148,407


$
139,756


$
136,694


$
69,749

 
Year Ended December 31, 2018
133,197


132,669


121,166


68,225

 

(1)
We capitalize interest costs incurred in funding our equity contributions to development projects accounted for as UJVs. The capitalized interest cost is included at our basis in our investment in UJVs. Such capitalized interest reduces interest expense on the Consolidated Statement of Operations and Comprehensive Income (Loss) and in the table above is included within Consolidated Subsidiaries.
v3.19.3.a.u2
Noncontrolling Interests (Tables)
12 Months Ended
Dec. 31, 2019
Noncontrolling Interest [Line Items]  
Redeemable Noncontrolling Interest [Table Text Block]
Reconciliation of Redeemable Noncontrolling Interest
 
2019
 
2018
Balance, January 1
$
7,800

 
$
7,500

Former Asia President adjustment of redeemable equity
(1,800
)
 
300

Distributions
(6,000
)
 


Allocation of net loss
(237
)
 
(280
)
Adjustments of redeemable noncontrolling interest
237

 
280

Balance, December 31
$

 
$
7,800







Net equity balance of noncontrolling interests
Equity Balances of Non-redeemable Noncontrolling Interests

The net equity balance of the non-redeemable noncontrolling interests as of December 31, 2019 and 2018 included the following:
 
2019
 
2018
Non-redeemable noncontrolling interests:
 
 
 
Noncontrolling interests in consolidated joint ventures
$
(153,343
)
 
$
(156,470
)
Noncontrolling interests in partnership equity of TRG
(13,840
)
 
(58,554
)
 
$
(167,183
)
 
$
(215,024
)

Net income (loss) attributable to noncontrolling interests
Net Income (Loss) Attributable to Noncontrolling Interests

Net income (loss) attributable to the noncontrolling interests for the years ended December 31, 2019, 2018, and 2017 included the following:
 
2019
 
2018
 
2017
Net income (loss) attributable to noncontrolling interests:
 
 
 
 
 
Non-redeemable noncontrolling interests:
 
 
 
 
 
Noncontrolling share of income of consolidated joint ventures
$
5,251

 
$
6,548

 
$
7,699

Noncontrolling share of income of TRG
95,884

 
25,988

 
25,277

 
$
101,135

 
$
32,536

 
$
32,976

Redeemable noncontrolling interest:
(237
)
 
(280
)
 
(924
)
 
$
100,898

 
$
32,256

 
$
32,052


Effects of changes in ownership interest in consolidated subsidiaries on equity
Equity Transactions

The following table presents the effects of changes in TCO's ownership interest in consolidated subsidiaries on TCO's equity for the years ended December 31, 2019, 2018, and 2017:
 
2019
 
2018
 
2017
Net income attributable to TCO common shareholders
$
203,925

 
$
57,952

 
$
55,267

Transfers (to) from the noncontrolling interest:
 

 
 

 
 
Increase (decrease) in TCO's paid-in capital for the adjustments of noncontrolling interest (1)
55,695

 
(601
)
 
(1,197
)
Net transfers (to) from noncontrolling interests
55,695

 
(601
)
 
(1,197
)
Change from net income attributable to TCO and transfers (to) from noncontrolling interests
$
259,620

 
$
57,351

 
$
54,070


(1)
In 2019, 2018, and 2017, adjustments of the noncontrolling interest were made as a result of changes in our ownership of TRG in connection with our share-based compensation under employee and director benefit plans (Note 13) and issuances of stock pursuant to the continuing offer (Note 15), and in connection with the accounting for the Former Asia President's redeemable ownership interest. In 2019, adjustments of the noncontrolling interest were also made as a result of the issuances of TRG Units in connection with the acquisition of The Gardens Mall (Note 2).
v3.19.3.a.u2
Derivative and Hedging Activities (Tables)
12 Months Ended
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Interest rate derivatives designated as cash flow hedges
As of December 31, 2019, we had the following outstanding derivatives that were designated and are expected to be effective as cash flow hedges of the interest payments and/or the currency exchange rate on the associated debt.
Instrument Type
 
Ownership
 
Notional Amount
 
Swap Rate
 
Credit Spread on Loan
 
Total Swapped Rate on Loan
 
Maturity Date
Consolidated Subsidiaries:
 
 
 
 
 
 
 
 
 
 
 
 
Receive variable (LIBOR) /pay-fixed swap (1)
 
100
%
 
100,000

 
2.14
%
 
1.55
%
(1) 
3.69
%
(1) 
February 2022
Receive variable (LIBOR) /pay-fixed swap (1)
 
100
%
 
100,000

 
2.14
%

1.55
%
(1) 
3.69
%
(1) 
February 2022
Receive variable (LIBOR) /pay-fixed swap (1)
 
100
%
 
50,000

 
2.14
%

1.55
%
(1) 
3.69
%
(1) 
February 2022
Receive variable (LIBOR) /pay-fixed swap (1)
 
100
%
 
50,000

 
2.14
%

1.55%/1.38%

(1) 
3.69%/3.51%

(1) 
February 2022
Receive variable (LIBOR) / pay-fixed swap (2)
 
100
%
 
125,000

 
3.02
%

1.60
%
(2) 
4.62
%
(2) 
March 2023
Receive variable (LIBOR) / pay-fixed swap (2)
 
100
%
 
75,000

 
3.02
%

1.60
%
(2) 
4.62
%
(2) 
March 2023
Receive variable (LIBOR) / pay-fixed swap (2)
 
100
%
 
50,000

 
3.02
%

1.60
%
(2) 
4.62
%
(2) 
March 2023
Receive variable (LIBOR) /pay-fixed swap (3)
 
100
%
 
12,000

 
2.09
%
 
1.40
%
 
3.49
%
 
March 2024
Unconsolidated Joint Ventures:
 
 

 
 

 
 

 
 

 
 

 
 
Receive variable (LIBOR) /pay-fixed swap (4)
 
50.1
%
 
158,590

 
1.83
%
 
1.75
%
 
3.58
%
 
December 2021
Receive variable (LIBOR) USD/pay-fixed Korean Won (KRW) cross-currency interest rate swap (5)
 
17.15
%
 
52,065 USD / 60,500,000 KRW

 
1.52
%
 
1.60
%
 
3.12
%
 
September 2020

(1)
The hedged forecasted transaction for each of these swaps is the first previously unhedged one-month LIBOR-indexed interest payments accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow. We are currently using these swaps to manage interest rate risk on the $275 million unsecured term loan and $25 million on the $1.1 billion primary unsecured revolving line of credit. The credit spread on these loans can vary within a range of 1.15% to 1.80% on the $275 million unsecured term loan and 1.05% to 1.60% on the $1.1 billion unsecured revolving line of credit, depending on our total leverage ratio at the measurement date, resulting in an effective rate in the range of 3.29% to 3.94% on the $275 million unsecured term loan and 3.19% to 3.74% on $25 million of the $1.1 billion primary unsecured revolving line of credit during the remaining swap period.
(2)
The hedged forecasted transaction for each of these swaps is the first previously unhedged one-month LIBOR-indexed interest payments accrued and made each month on a debt principal amount equal to the swap notional amount, regardless of the specific debt agreement from which they may flow beginning with the March 2019 effective date of these swaps. We are currently using these swaps to manage interest rate risk on the $250 million unsecured term loan. The credit spread on this loan can vary within a range of 1.25% to 1.9%, depending on our total leverage ratio at the measurement date, resulting in an effective rate in the range of 4.27% to 4.92% during the swap period.
(3)
The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on the U.S. headquarters building.
(4)
The notional amount on this swap is equal to the outstanding principal balance of the floating rate loan on International Plaza.
(5)
The notional amount on this swap is equal to the outstanding principal balance of the U.S. dollar construction loan for Starfield Hanam. There is a cross-currency interest rate swap to fix the interest rate on the loan and swap the related principal and interest payments from U.S. dollars to KRW in order to reduce the impact of fluctuations in interest rates and exchange rates on the cash flows of the joint venture. The currency swap exchange rate is 1,162.0.
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income
The following tables present the effect of derivative instruments on our Consolidated Statement of Operations and Comprehensive Income (Loss) for the years ended December 31, 2019, 2018, and 2017. The tables include the amount of gains or losses on outstanding derivative instruments recognized in OCI in cash flow hedging relationships and the location and amount of gains or losses reclassified from AOCI into income resulting from outstanding derivative instruments.

 
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)
 
2019
 
2018
 
2017
 
 
 
2019
 
2018
 
2017
Derivatives in cash flow hedging relationships:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts – consolidated subsidiaries
$
(13,239
)

$
(2,636
)
 
$
3,994

 
Interest Expense
 
$
(628
)

$
1,133

 
$
(2,879
)
Interest rate contracts – UJVs
(1,757
)

943

 
2,898

 
Equity in Income of UJVs
 
355


(188
)
 
(2,406
)
Cross-currency interest rate contract – UJV
28


(154
)
 
201

 
Equity in Income of UJVs
 
1,203


864

 
(2,279
)
Total derivatives in cash flow hedging relationships
$
(14,968
)

$
(1,847
)
 
$
7,093

 
 
 
$
930


$
1,809

 
$
(7,564
)




Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet
We record all derivative instruments at fair value on the Consolidated Balance Sheet. The following table presents the location and fair value of our derivative financial instruments as reported on the Consolidated Balance Sheet as of December 31, 2019 and 2018.
 
 
 
Fair Value
 
Consolidated Balance Sheet Location
 
December 31 2019
 
December 31
2018
Derivatives designated as hedging instruments:
 
 
 
 
 
Asset derivatives:
 
 
 
 
 
Interest rate contracts – consolidated subsidiaries
Deferred Charges and Other Assets
 


 
$
3,530

Interest rate contract – UJV
Investment in UJVs
 

 
1,345

Total assets designated as hedging instruments


$


$
4,875

 
 
 
 
 
 
Liability derivatives:
 

 


 

Interest rate contracts – consolidated subsidiary
Accounts Payable and Accrued Liabilities

$
(15,419
)

$
(5,710
)
Interest rate contract – UJV
Investment in UJVs

(412
)



Cross-currency interest rate contract - UJV
Investment in UJVs

(91
)

(963
)
Total liabilities designated as hedging instruments
 

$
(15,922
)

$
(6,673
)

v3.19.3.a.u2
Leases (Tables)
12 Months Ended
Dec. 31, 2019
Operating Leased Assets [Line Items]  
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]
Shopping center space is leased to tenants and certain anchors pursuant to lease agreements. Future rental revenues under operating leases in effect at December 31, 2019 for operating centers, assuming no new or renegotiated leases or option extensions on anchor agreements, is summarized as follows:

2020
$
449,665

2021
407,615

2022
361,062

2023
328,486

2024
301,404

Thereafter
742,806


Lessee, Operating Lease, Disclosure [Table Text Block]
The following is a schedule of future minimum rental payments required under operating leases:
2020
$
14,357

2021
12,586

2022
13,982

2023
14,142

2024
14,144

Thereafter
708,924



v3.19.3.a.u2
Share-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Schedule of Share-based Compensation Arrangement by Share-based Payment Award Restricted Profits Units, Vested and Expected to Vest [Table Text Block]
Restricted TRG Profits Units

 
Number of Restricted TRG Profits Units
 
Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2017
45,940

 
$
59.49

Granted
46,076

 
57.84

Forfeited
(30,885
)
 
57.85

Outstanding at December 31, 2017
61,131

 
$
59.08

Granted
8,154

 
49.29

Outstanding at December 31, 2018
69,285

 
$
57.93

Units recovered and cancelled (1)
(368
)
 
59.49

Vested and converted (2)
(46,506
)
 
59.45

Outstanding at December 31, 2019
22,411

 
$
54.73


(1)
This reflects the recovery and cancellation of previously granted Restricted TRG Profits Units, which vested on March 1, 2019, as a result of the actual cash distributions made during the vesting period.
(2)
This represents the conversion of Restricted TRG Profits Units to TRG Units, which satisfied certain tax-driven requirements on April 1, 2019 and had previously vested.
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, TSR Performance-Based Profits Units, Vested and Expected to Vest [Table Text Block]
Relative TSR Performance-based TRG Profits Units

 
Number of relative TSR Performance-based TRG Profits Units
 
Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2017
103,369

 
$
26.42

Granted
103,666

 
23.14

Forfeited
(77,302
)
 
23.42

Outstanding at December 31, 2017
129,733

 
$
25.59

Granted
18,345

 
22.22

Outstanding at December 31, 2018
148,078

 
$
25.17

Units recovered and cancelled (1)
(76,489
)
 
26.42

Vested and converted (2)
(21,169
)
 
26.30

Outstanding at December 31, 2019
50,420

 
$
22.81


(1)
This reflects the recovery and cancellation of previously granted (300% of target grant amount) Relative TSR Performance-based TRG Profits Units, which vested on March 1, 2019, as a result of the performance payout ratio of 22% and the actual cash distributions made during the vesting period. That is, despite the completion of applicable employee service requirements, the number of Relative TSR Performance-based TRG Profits Units ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period.
(2)
This represents the conversion of Restricted TRG Profits Units to TRG Units, which satisfied certain tax-driven requirements on April 1, 2019 and had previously vested.
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, NOI Performance-Based Profits Units, Vested and Expected to Vest1 [Table Text Block]
NOI Performance-based TRG Profits Units

 
Number of NOI Performance-based TRG Profits Units
 
Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2017
103,369

 
$
41.87

Granted
103,666

 
19.35

Forfeited
(75,431
)
 
20.59

Outstanding at December 31, 2017
131,604

 
$
19.69

Granted
18,345

 
16.43

Outstanding at December 31, 2018
149,949

 
$
19.29

Units recovered and cancelled (1)
(68,730
)
 
17.47

Vested and converted (2)
(30,799
)
 
18.86

Outstanding at December 31, 2019
50,420

 
$
2.99


(1)
This reflects the recovery and cancellation of previously granted (300% of target grant amount) NOI Performance-based TRG Profits Units, which vested on March 1, 2019, as a result of the performance payout ratio of 30% and the actual cash distributions made during the vesting period. That is, despite the completions of applicable employee service requirements, the number of NOI Performance-based TRG Profits Units ultimately considered earned is determined by the extent to which the NOI performance measure was achieved during the performance period.
(2)
This represents the conversion of Restricted TRG Profits Units to TRG Units, which satisfied certain tax-driven requirements on April 1, 2019 and had previously vested.
Schedule of Nonvested Performance-based Units Activity [Table Text Block]
TSR - Based Performance Share Units

 
Number of TSR PSU
 
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2017
166,027

 
$
138.93

Granted
5,046

 
80.16

Vested - three-year grants
(50,459
)
(1) 
90.51

Vested - 2012 and 2013 special grants
(79,764
)
(2) 
181.99

Outstanding at December 31, 2017
40,850


$
107.38

Granted
10,393


78.82

Vested
(37,046
)
(3) 
110.09

Outstanding at December 31, 2018
14,197


$
79.13

Granted
20,936


85.44

Forfeited
(5,758
)
 
82.59

Outstanding at December 31, 2019
29,375


$
82.95



(1)
Based on our market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the year ended December 31, 2017 was 30,601 shares for the TSR PSU three-year grants. The shares of common stock were issued at a weighted average rate of 0.60x and in the range of 0.00x to 1.00x. That is, despite the completion of the applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period. Included in the vested PSUs are awards that vested early due to a retirement and as a result of our restructuring and reduction in our workforce (Note 1).
(2)
Based on our market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the year ended December 31, 2017 was zero shares for the 2012 and 2013 TSR PSU special grants. That is, despite the completion of the applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period.
(3)
Based on our market performance relative to that of a peer group, the actual number of shares of common stock issued upon vesting during the year ended December 31, 2018 was 45,941 shares for the TSR PSU three-year grants. The shares of common stock were issued at a rate of 1.24x. That is, despite the completion of the applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which the TSR market performance measure was achieved during the performance period.
Schedule of Nonvested NOI Performance-based Units Activity [Table Text Block]
NOI - Based Performance Share Units
 
Number of NOI PSU
 
Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2017

 
$

Granted
5,046

 
67.04

Vested
(1,242
)
(1) 
67.50

Outstanding at December 31, 2017
3,804

 
$
67.00

Granted
10,393

 
58.28

Outstanding at December 31, 2018
14,197

 
$
60.59

Granted
20,936

 
52.41

Forfeited
(5,758
)
 
57.42

Outstanding at December 31, 2019
29,375

 
$
40.95


(1)
The actual number of shares of common stock issued upon vesting during the year ended December 31, 2017 was 1,242 shares (1.0x). That is, despite the completion of applicable employee service requirements, the number of shares ultimately considered earned is determined by the extent to which NOI was achieved during the performance period. These NOI PSU vested as a result of our restructuring and reduction in our workforce (Note 1).
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

Restricted Share Units
 
Number of RSU
 
Weighted average Grant Date Fair Value
Outstanding at January 1, 2017
231,903

 
$
70.40

Granted
102,568

 
63.33

Forfeited
(12,499
)
 
67.78

Vested
(126,951
)
 
66.98

Outstanding at December 31, 2017
195,021


$
69.22

Granted
69,931


58.28

Forfeited
(6,985
)

63.21

Vested
(73,294
)

73.91

Outstanding at December 31, 2018
184,673


$
63.44

Granted
87,720


52.41

Forfeited
(19,249
)

57.90

Vested
(73,298
)

66.22

Outstanding at December 31, 2019
179,846


$
57.73

 
 
 
 
Fully vested at December 31, 2019
10,133

(1) 
58.75


(1)
These RSU were vested and outstanding as of December 31, 2019. The related shares were issued on January 3, 2020.
Share-based Payment Arrangement, Option, Activity [Table Text Block]
Options

Options were granted to purchase TRG Units, which are exchangeable for new shares of our common stock under the Continuing Offer (Note 15). The options had ten-year contractual terms.
 
Number of Options
 
Weighted Average
 Exercise Price
 
Weighted Average Remaining Contractual Term (in years)
 
Range of Exercise Prices
 
Outstanding at January 1, 2017
202,586
 
$
48.35

 
0.7
 
$
45.9

-
$
51.15

 
Exercised
(202,586)
 
48.35

 
 
 
 
 
 
 
Outstanding at December 31, 2017
0
 
$

 
 
 
 
 
 
 

v3.19.3.a.u2
Commitments and Contingencies Business Insurance Recoveries (Tables)
12 Months Ended
Dec. 31, 2019
Business Interruption Loss [Line Items]  
Business Insurance Recoveries [Text Block]

Proceeds Description
Consolidated Statement of Operations and Comprehensive Income (Loss) Location
 
Year ended December 31
 
2019
 
2018
 
2017
 
 
 
(in thousands)
Business interruption insurance recoveries
Nonoperating Income, Net
 
$
8,574

 

 
 
Revenue reduction related to business interruption (1)
Reduction of Rental Revenues
 
(1,202
)
 

 
 
Expense reimbursement insurance recoveries
Nonoperating Income, Net
 
185

 
$
1,234

 
$
1,101

Reimbursement for capital items damaged in hurricane in 2017
Reversal of previously recognized Depreciation Expense
 
2,000

(2)
4,866

 
902

Gain in insurance recoveries
Nonoperating Income, Net
 
1,418

 

 
 
(1)
Represents amounts recognized in prior periods that were credited back to tenants in the current period upon receipt of business interruption claim proceeds.
(2) Represents reduction of depreciation expense recorded in June 2019 for proceeds received in the final settlement of our insurance claims, which offset the original deductible expensed in 2017.
v3.19.3.a.u2
Earnings Per Share (Tables)
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Basic and diluted earnings per share
 
Year Ended December 31
 
2019
 
2018
 
2017
Net income attributable to TCO common shareholders (Numerator):
 
 
 
 
 
Basic
$
203,925

 
$
57,952

 
$
55,267

Impact of additional ownership of TRG
2,828

 
85

 
114

Diluted
$
206,753

 
$
58,037

 
$
55,381

 
 
 
 
 
 
Shares (Denominator) – basic
61,181,983

 
60,994,444

 
60,675,129

Effect of dilutive securities
1,056,456

 
283,271

 
365,366

Shares (Denominator) – diluted
62,238,439

 
61,277,715

 
61,040,495

 
 
 
 
 
 
Earnings per common share - basic
$
3.33

 
$
0.95

 
$
0.91

Earnings per common share - diluted
$
3.32

 
$
0.95

 
$
0.91


Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]
 
Year Ended December 31
 
2019
 
2018
 
2017
Weighted average noncontrolling TRG Units outstanding
4,123,160

 
4,149,144

 
4,089,327

Unissued TRG Units under unit option deferral elections


 
871,262

 
871,262


v3.19.3.a.u2
Fair Value Disclosures (Tables)
12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major category of assets and liabilities is presented below:
 
 
Fair Value Measurements as of December 31, 2019 Using
 
Fair Value Measurements as of December 31, 2018 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)
Simon common shares (Note 7)
 


 
 
 
$
48,738

 
 
Insurance deposit
 
$
11,213


 


10,121


 

Derivative interest rate contracts (Note 10)
 









$
3,530

Total assets
 
$
11,213


$


$
58,859


$
3,530

 
 











Derivative interest rate contracts (Note 10)
 
 


$
(15,419
)

 


$
(5,710
)
Total liabilities
 
 


$
(15,419
)

 


$
(5,710
)

Fair Value, by Balance Sheet Grouping [Table Text Block]
The estimated fair values of notes payable at December 31, 2019 and 2018 were as follows:
 
2019
 
2018
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Notes payable
$
3,710,327


$
3,753,531


$
3,830,195


$
3,755,757


v3.19.3.a.u2
Cash Flow Disclosures & Non-Cash Investing and Financing Activities (Tables)
12 Months Ended
Dec. 31, 2019
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]  
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheet that sum to the total of the same such amounts shown on the Consolidated Statement of Cash Flows.
 
December 31,
2019
 
December 31,
2018
 
December 31,
2017
Cash and cash equivalents
$
102,762

 
$
48,372

 
$
42,499

Restricted cash
656

 
94,557

 
121,905

Total Cash, Cash Equivalents, and Restricted Cash shown on the Consolidated Statement of Cash Flows
$
103,418

 
$
142,929

 
$
164,404


v3.19.3.a.u2
Accumulated Other Comprehensive Income (Tables)
12 Months Ended
Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

Changes in the balance of each component of AOCI for the years ended December 31, 2019, 2018, and 2017 were as follows:
 
TCO AOCI
 
Noncontrolling Interests AOCI

Cumulative translation adjustment
 
Unrealized gains (losses) on interest rate instruments
 
Total
 
Cumulative translation adjustment
 
Unrealized gains (losses) on interest rate instruments
 
Total
January 1, 2017
$
(23,147
)

$
(12,769
)

$
(35,916
)

$
(9,613
)

$
7,065


$
(2,548
)
Other comprehensive income (loss) before reclassifications
23,615

 
41


23,656


9,688

 
16

 
9,704

Amounts reclassified from AOCI
 
 
5,364

 
5,364

 
 
 
2,200

 
2,200

Net current period other comprehensive income (loss)
23,615

 
5,405

 
29,020

 
9,688

 
2,216

 
11,904

Adjustments due to changes in ownership
(84
)
 
61

 
(23
)

84

 
(61
)
 
23

December 31, 2017
$
384


$
(7,303
)

$
(6,919
)

$
159


$
9,220


$
9,379

Other comprehensive income (loss) before reclassifications
(16,513
)

(26
)

(16,539
)

(6,727
)

(12
)

(6,739
)
Amounts reclassified from AOCI


(1,286
)

(1,286
)




(523
)

(523
)
Net current period other comprehensive income (loss)
(16,513
)

(1,312
)

(17,825
)

(6,727
)

(535
)

(7,262
)
Adjustment related to Simon common shares investment for adoption of ASU No. 2016-01 (Note 1)
 
 
(679
)
 
(679
)
 
 
 
(276
)
 
(276
)
Adjustments due to changes in ownership
1


46


47


(1
)

(46
)

(47
)
December 31, 2018
$
(16,128
)

$
(9,248
)

$
(25,376
)

$
(6,569
)

$
8,363


$
1,794

Other comprehensive income (loss) before reclassifications
(12,835
)
 
(9,806
)
 
(22,641
)
 
(1,336
)
 
(4,232
)
 
(5,568
)
Amounts reclassified from AOCI

 
(649
)
 
(649
)
 
 
 
(281
)
 
(281
)
Net current period other comprehensive income (loss)
(12,835
)

(10,455
)

(23,290
)

(1,336
)

(4,513
)

(5,849
)
Partial dispositions of ownership interests in UJVs
9,739

 


 
9,739

 
 
 


 


Adjustments due to changes in ownership
271

 
(347
)
 
(76
)
 
(271
)
 
347

 
76

December 31, 2019
$
(18,953
)

$
(20,050
)

$
(39,003
)

$
(8,176
)

$
4,197


$
(3,979
)

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]
The following table presents reclassifications out of AOCI for the year ended December 31, 2019:
Details about AOCI Components

Amounts reclassified from AOCI

Affected line item in Consolidated Statement of Operations and Comprehensive Income (Loss)
Losses (Gains) on interest rate instruments and other:




Realized loss on interest rate contracts - consolidated subsidiaries

$
628


Interest Expense
Realized gain on interest rate contracts - UJVs

(355
)

Equity in Income in UJVs
Realized gain on cross-currency interest rate contract - UJV

(1,203
)

Equity in Income in UJVs
Total reclassifications for the period

$
(930
)



The following table presents reclassifications out of AOCI for the year ended December 31, 2018:
Details about AOCI Components
 
Amounts reclassified from AOCI
 
Affected line item in Consolidated Statement of Operations and Comprehensive Income (Loss)
Losses (Gains) on interest rate instruments and other:
 
 
 
 
Realized gain on interest rate contracts - consolidated subsidiaries
 
$
(1,133
)
 
Interest Expense
Realized loss on interest rate contracts - UJVs
 
188

 
Equity in Income of UJVs
Realized gain on cross-currency interest rate contract - UJV
 
(864
)
 
Equity in Income in UJVs
Total reclassifications for the period
 
$
(1,809
)
 
 

The following table presents reclassifications out of AOCI for the year ended December 31, 2017:
Details about AOCI Components
 
Amounts reclassified from AOCI
 
Affected line item in Consolidated Statement of Operations and Comprehensive Income (Loss)
Losses on interest rate instruments and other:
 
 
 
 
Realized loss on interest rate contracts - consolidated subsidiaries
 
$
2,879

 
Interest Expense
Realized loss on interest rate contracts - UJVs
 
2,406

 
Equity in Income of UJVs
Realized loss on cross-currency interest rate contract - UJV
 
2,279

 
Equity in Income of UJVs
Total reclassifications for the period
 
$
7,564

 
 

v3.19.3.a.u2
Quarterly Financial Data (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Quarterly Financial Data [Abstract]    
Schedule of Quarterly Financial Information [Table Text Block]
 
 
2019
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Revenues
 
$
160,208

 
$
161,604

 
$
162,506

 
$
176,736

Equity in income (loss) of UJVs
 
14,672

 
14,822

 
20,252

 
(580
)
Net income (loss)
 
29,738

 
16,877

 
316,390

 
(32,631
)
Net income (loss) attributable to TCO common shareholders
 
15,097

 
6,259

 
215,361

 
(32,792
)
Earnings per common share – basic
 
$
0.25

 
$
0.10

 
$
3.52

 
$
(0.54
)
Earnings per common share – diluted
 
$
0.25

 
$
0.10

 
$
3.48

 
$
(0.54
)

 
 
2018
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
Revenues
 
$
161,492

 
$
152,769

 
$
159,120

 
$
167,489

Equity in income of UJVs
 
19,728

 
14,042

 
16,910

 
18,724

Net income
 
34,596

 
30,093

 
38,115

 
12,938

Net income attributable to TCO common shareholders
 
18,590

 
15,307

 
20,976

 
3,079

Earnings per common share – basic
 
$
0.31

 
$
0.25

 
$
0.34

 
$
0.05

Earnings per common share – diluted
 
$
0.30

 
$
0.25

 
$
0.34

 
$
0.05


v3.19.3.a.u2
Valuation and Qualifying Accounts (Tables)
12 Months Ended
Dec. 31, 2018
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]  
SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]
Schedule II

VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2019, 2018, and 2017
(in thousands)
 
 
 
Additions
 
 
 
 
 
 
 
 
Balance at beginning of year
 
Charged to costs and expenses
 
Charged to other accounts
 
Write-offs
 
Transfers, net
 
Balance at  end of year
 
Year Ended December 31, 2018
 

 
 

 
 
 
 

 
 
 
 

 
Allowance for doubtful receivables
$
10,237

 
$
3,728

 

 
$
(3,605
)
 

 
$
10,360

(1) 
Year Ended December 31, 2017
 

 
 
 
 
 
 
 
 
 
 

 
Allowance for doubtful receivables
$
4,311

 
$
11,025

 
 
 
$
(5,099
)
 

 
$
10,237

 


(1)
In connection with the adoption of ASC Topic 842 ("Leases") on January 1, 2019. we now review the collectibility of both billed and accrued charges under our tenant leases each quarter taking into consideration the tenant’s historical payment status, credit profile, and known issues related to tenant operations. As a result of the above change in evaluation in uncollectible tenant revenues, the allowance for doubtful accounts was written off and an entry was recorded as of January 1, 2019 to adjust the receivables and equity balances of our Consolidated Businesses and Unconsolidated Joint Ventures. Refer to "Note 1 - Summary of Significant Accounting Policies - Changes in Accounting Policies - Accounts Receivable and Uncollectible Tenant Revenues" in the consolidated financial statements for further discussion of our adoption of ASC Topic 842 related accounts receivable and uncollectible tenant revenues.

See accompanying report of independent registered public accounting firm.
v3.19.3.a.u2
Real Estate and Accumulated Depreciation (Tables)
12 Months Ended
Dec. 31, 2019
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]  
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Text Block]
Schedule III
TAUBMAN CENTERS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2019
(in thousands)
 
Initial Cost to Company
 
 
 
Gross Amount at Which Carried at Close of Period
 
 
 
 
 
 
 
 
 
 
 
 
 
Land
 
Buildings, Improvements, and Equipment
 
Cost Capitalized Subsequent to Acquisition
 
Land
 
BI&E
 
Total
 
Accumulated Depreciation (A/D)
 
Total Cost Net of A/D
 
Encumbrances
 
Year Opened / Expanded
 
Year Acquired
 
Depreciable Life
Shopping Centers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beverly Center
Los Angeles, CA

 
$
200,902

 
$
472,892

 

 
$
673,794

 
$
673,794

 
$
208,109

 
$
465,685

 
 
 
1982
 
 
 
40 years
Cherry Creek Shopping Center
Denver, CO

 
99,087

 
261,221

 

 
360,308

 
360,308

 
191,539

 
168,769

 
$
550,000

 
1990 / 1998 / 2015
 
 
 
40 years
City Creek Shopping Center
Salt Lake City, UT


 
75,229

 
7,016

 


 
82,245

 
82,245

 
21,957

 
60,288

 
75,359

 
2012
 
 
 
30 years
Dolphin Mall, Miami, FL
$
34,881

 
222,301

 
134,603

 
$
34,881

 
356,904

 
391,785

 
149,059

 
242,726

 
 
 
2001 / 2007 / 2015
 
 
 
50 years
The Gardens on El Paseo
Palm Desert, CA
23,500

 
131,858

 
14,365

 
23,500

 
146,223

 
169,723

 
33,386

 
136,337

 


 
1998 / 2010
 
2011
 
48 years
Great Lakes Crossing Outlets
Auburn Hills, MI
15,506

 
188,773

 
77,840

 
15,506

 
266,613

 
282,119

 
140,261

 
141,858

 
193,515

 
1998
 
 
 
50 years
The Mall at Green Hills
Nashville, TN
48,551

 
332,261

 
237,314

 
48,551

 
569,575

 
618,126

 
98,115

 
520,011

 
150,000

 
1955 / 2011 / 2019
 
2011
 
40 years
International Market Place Honolulu, HI


 
539,924

 
14,007

 


 
553,931

 
553,931

 
101,235

 
452,696

 
250,000

 
2016
 
 
 
50 years
The Mall of San Juan
San Juan, PR
17,617

 
476,742

 
21,183

 
17,617

 
497,925

 
515,542

 
91,654

 
423,888

 


 
2015
 
 
 
50 years
The Mall at Short Hills
Short Hills, NJ
25,114

 
167,595

 
271,485

 
25,114

 
439,080

 
464,194

 
220,912

 
243,282

 
1,000,000

 
1980 / 1994 / 1995 / 2011
 
 
 
40 years
Taubman Prestige Outlets Chesterfield
Chesterfield, MO
16,079

 
3,697

(1)


 
16,079

 
3,697

 
19,776

 


(1)
19,776

 
 
 
2013
 
 
 
50 years
Twelve Oaks Mall
Novi, MI
25,410

 
190,455

 
108,500

 
25,410

 
298,955

 
324,365

 
188,181

 
136,184

 
292,311

 
1977 / 1978 / 2007 / 2008
 
 
 
50 years
 


 


 


 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office Facilities
5,123

 
12,519

 
51,564

 
5,123

 
64,083

 
69,206

 
29,201

 
40,005

 
12,000

 
 
 
2014
 
35 years
Peripheral Land
16,994

 
 
 


 
16,994

 


 
16,994

 
 
 
16,994

 
 
 
 
 
 
 
 
Construction in Process and Development - pre-construction costs
8,058

 


 
94,796

 
8,058

 
94,796

 
102,854

 
 
 
102,854

 


 
 
 
 
 
 
Assets under CDD Obligations
3,969

 
58,512

 
1,889

 
3,969

 
60,401

 
64,370

 
38,133

 
26,237

 
 
 
 
 
 
 
 
Other


 
21,729

 


 


 
21,729

 
21,729

 
3,249

 
18,480

 
 
 
 
 
 
 
 
Total
$
240,802

 
$
2,721,584

 
$
1,768,675

 
$
240,802

 
$
4,490,259

 
$
4,731,061

(2) 
$
1,514,992

 
$
3,216,069

 
 
 
 
 
 
 
 







Schedule III

The changes in total real estate assets and accumulated depreciation for the years ended December 31, 2019, 2018, and 2017 are as follows:


TAUBMAN CENTERS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2019
(in thousands)

Total Real Estate Assets


Accumulated Depreciation


2019

2018

2017


2019

2018
 
2017

Balance, beginning of year
$
4,717,569

 
$
4,461,045

 
$
4,173,954

 
Balance, beginning of year
$
(1,404,692
)
 
$
(1,276,916
)
 
$
(1,147,390
)

New development and improvements
172,027

 
306,032

 
320,977

 
Depreciation
(172,960
)
 
(155,133
)
 
(161,091
)

Disposals/Write-offs
(158,535
)
(1) 
(49,508
)
 
(33,886
)
 
Disposals/Write-offs
62,661

(1) 
27,357

 
31,565


Balance, end of year
$
4,731,061

 
$
4,717,569


$
4,461,045


Balance, end of year
$
(1,514,992
)
 
$
(1,404,692
)
 
$
(1,276,916
)
 


(1)
In May 2018, we closed on a redevelopment agreement for Taubman Prestige Outlets Chesterfield, and all operations at the center, as well as the building and improvements, were transferred to The Staenberg Group (TSG). We have deferred recognition of a sale until our termination right is no longer available, with the right ceasing upon TSG commencing construction of a redevelopment. TSG has made significant progress on its redevelopment plans and the commencement of construction is probable within the year, leading to an expected sale of the property in 2020. Accordingly, the center was classified as held for sale as of December 31, 2019 and an impairment charge of $72.2 million was recognized in the fourth quarter, which reduced the book value of the buildings, improvements, and equipment that were transferred to zero. As a result of the impairment, the related accumulated depreciation was set to zero.
(2)    The unaudited aggregate cost for federal income tax purposes as of December 31, 2019 was $5.176 billion.

See accompanying report of independent registered public accounting firm.
v3.19.3.a.u2
Summary of Significant Accounting Policies (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Schedule of Equity Method Investments [Line Items]        
Recovery of Direct Costs   $ 205,514,000 $ 211,625,000
Number of urban and suburban shopping centers in the Company's owned portfolio   24    
Number of states in which the Company has shopping centers   11    
Real Estate and Accumulated Depreciation, Life Used for Depreciation, Range, Low   3    
Real Estate and Accumulated Depreciation, Life Used for Depreciation, Range, High   50    
Number of days, or less, to maturity for a highly liquid investment to be considered a cash equivalent   90    
Number Of Financial Institutions In Which Majority of Cash Invested In   nine    
Restricted Cash and Cash Equivalents   $ 656,000 94,557,000 121,905,000
Restricted Cash, Uninsured Amount   $ 400,000    
Real Estate Investment Trust, required distribution   90.00%    
Number of Reportable Segments   1    
Percentage of revenues of which no single retail company exceeds   5.00%    
Shopping Center and Other Operational Revenues   $ 55,243,000 48,434,000 40,902,000
Management, leasing, and development services   4,846,000 3,271,000 4,383,000
Revenue from Contract with Customer, Including Assessed Tax   $ 60,089,000 $ 257,219,000 $ 256,910,000
Noncontrolling Interest, Ownership Percentage by Parent   70.00% 71.00% 71.00%
Cumulative Effect New Accounting Principle In Period Of Adoption $ 1,000,000.0 $ 4,919,000    
Common stock, shares outstanding   61,228,579 61,069,108  
Related Party Costs   $ 5,000,000.0    
Restructuring Charges   3,543,000 $ 596,000 $ 13,848,000
Costs Associated With Shareowner Activism   17,305,000 12,500,000 14,500,000
Buildings and Improvements, Gross   4,395,463,000 4,342,664,000  
Impairment of Real Estate   72,232,000 $ 0 $ 0
Income Loss From Equity Method Investments Potion Due To Impairment   (17,951,000)    
Restructuring Reserve   $ 200,000    
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest   70.00% 71.00% 71.00%
Westfarms [Member]        
Schedule of Equity Method Investments [Line Items]        
Equity Method Investment, Ownership Percentage   79.00% 79.00%  
International Plaza [Member]        
Schedule of Equity Method Investments [Line Items]        
Equity Method Investment, Ownership Percentage   50.10% 50.10%  
Taubman Prestige Outlets Chesterfield [Member]        
Schedule of Equity Method Investments [Line Items]        
Buildings and Improvements, Gross   $ 0    
Impairment Charge on Reclassified Assets   72,200,000    
Stamford Town Center Member        
Schedule of Equity Method Investments [Line Items]        
Income Loss From Equity Method Investments Potion Due To Impairment   18,000,000.0    
Accounting Standards Update 2016-02 [Member]        
Schedule of Equity Method Investments [Line Items]        
Cumulative Effect New Accounting Principle In Period Of Adoption   3,200,000    
Noncontrolling Interest [Member]        
Schedule of Equity Method Investments [Line Items]        
Cumulative Effect New Accounting Principle In Period Of Adoption   1,763,000    
Noncontrolling Interest [Member] | Accounting Standards Update 2016-02 [Member]        
Schedule of Equity Method Investments [Line Items]        
Cumulative Effect New Accounting Principle In Period Of Adoption   $ 1,800,000    
v3.19.3.a.u2
Summary of Significant Accounting Policies (Operating Partnership) (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Class of Stock [Line Items]      
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00% 21.00%  
Revenue from Contract with Customer, Including Assessed Tax $ 60,089,000 $ 257,219,000 $ 256,910,000
Number of Days Invoices Generally Due 30 days    
The Operating Partnership [Abstract]      
Number Of Classes Of Preferred Equity two    
Number of Operating Partnership units outstanding (in shares) 87,644,651 85,946,862 85,788,252
Number Of Operating Partnership Units Outstanding Owned By Company 61,228,579 61,069,108 60,832,918
Number of Operating Partnership units outstanding owned by noncontrolling interests 26,416,072 24,877,754 24,955,334
Noncontrolling Interest, Ownership Percentage by Parent 70.00% 71.00% 71.00%
Average ownership percentage of the Company in the Operating Partnership (in hundredths) 70.00% 71.00% 71.00%
Relationship between TRG units owned by TCO and TCO common shares outstanding one-for-one    
Common stock, shares outstanding 61,228,579 61,069,108  
Restructuring Charges $ 3,543,000 $ 596,000 $ 13,848,000
Restructuring Reserve 200,000    
Costs Associated With Shareowner Activism $ 17,305,000 12,500,000 14,500,000
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 30.00%    
Substantial Doubt about Going Concern, Management's Evaluation When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. No such conditions or events were identified as of the issuance date of the financial statements contained in this Annual Report on Form 10-K.    
Impairment of Real Estate $ 72,232,000 0 $ 0
Accounts Receivable, Credit Loss Expense (Reversal)   $ 10,400,000  
Series B Preferred Stock [Member]      
The Operating Partnership [Abstract]      
Preferred Stock, shares outstanding 26,398,473 24,862,994  
v3.19.3.a.u2
Disposition, Acquisition, Partial Dispositions of Ownership Interests, Redevelopments, and Developments (Details)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2019
USD ($)
ft²
Sep. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
ft²
shares
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Feb. 14, 2019
USD ($)
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Notes payable, net (Note 8) $ 3,710,327   $ 3,710,327 $ 3,830,195    
Investment in UJVs 831,995   831,995 673,616    
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture     164,639      
Proceeds from the Sale of Interests in Real Estate net of Transaction Costs     285,334      
Gain (Loss) on Sale of Properties, Net of Applicable Income Taxes     154,466  
Income Loss From Equity Method Investments Portion Due To Gain on Disposition Net of Tax       $ 2,083  
Blackstone Transaction [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Expected Cash Proceeds from Agreement to Sell Partial Ownership Interests           $ 315,000
Earn Out Consideration for Agreement of Partial Sale of Ownership Interests           50,000
Equity Method Investment, Value of Ownership Interest Agreed to be Sold           $ 480,000
Starfield Anseong [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Investment in UJVs $ 165,900   $ 165,900      
Equity Method Investment, Ownership Percentage 49.00%   49.00%      
Area of Real Estate Property | ft² 1,100,000   1,100,000      
Country Club Plaza - Valencia Place Office Tower [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Equity Method Investment, Ownership Percentage         50.00%  
Sale Price of Joint Venture Real Estate         $ 75,200  
Sale Price of Joint Venture Real Estate at Beneficial Interest         37,600  
Income Loss From Equity Method Investments Portion Due To Gain on Disposition Net of Tax         $ 2,100  
The Gardens Mall [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Equity Method Investment, Summarized Financial Information, Ownership Interest Acquired     48.50%      
Noncash or Part Noncash Acquisition, Debt Assumed     $ 94,600      
CityOn.Zhengzhou [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Equity Method Investment, Ownership Percentage 24.50%   24.50% 49.00%    
CityOn.Zhengzhou [Member] | Blackstone Transaction [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Equity Method Investment, Ownership Percentage 24.50%   24.50%      
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture     $ 17,800      
Equity Method Investment, Summarized Financial Information, Ownership Interest Sold     50.00%      
Proceeds from the Sale of Interests in Real Estate net of Transaction Costs     $ 47,500      
Gain (Loss) on Sale of Properties, Net of Applicable Income Taxes     $ 14,300      
CityOn.Xi'an [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Equity Method Investment, Ownership Percentage 50.00%   50.00% 50.00%    
CityOn.Xi'an [Member] | Blackstone Transaction [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Equity Method Investment, Ownership Percentage           25.00%
Equity Method Investment, Summarized Financial Information, Ownership Interest Agreed to be Sold           50.00%
Starfield Hanam [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Equity Method Investment, Ownership Percentage 17.15%   17.15% 34.30%    
Starfield Hanam [Member] | Blackstone Transaction [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Equity Method Investment, Ownership Percentage 17.15%   17.15%      
Gain on remeasurement of ownership interest in Unconsolidated Joint Venture $ 1,800 $ 145,000        
Equity Method Investment, Summarized Financial Information, Ownership Interest Sold     50.00%      
Proceeds from the Sale of Interests in Real Estate net of Transaction Costs 1,800 235,700        
Gain (Loss) on Sale of Properties, Net of Applicable Income Taxes $ 1,800 $ 138,700        
Preferred Stock [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Stock Issued During Period, Shares, Acquisitions | shares     1,500,000      
Preferred Stock [Member] | The Gardens Mall [Member]            
Acquisition, Redevelopments, Developments, and Service Agreement [Line Items]            
Stock Issued During Period, Shares, Acquisitions | shares     1,500,000      
v3.19.3.a.u2
Income Taxes (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Feb. 14, 2019
Operating Loss Carryforwards [Line Items]        
Deferred Federal Tax Expense due to Tax Cuts and Jobs Act     $ 300  
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00% 21.00%    
Deferred Net Federal Tax Asset Adjustment due to Tax Cuts and Jobs Act     300  
Income tax expense (benefit) [Abstract]        
Federal current $ 56 $ (373) (2,509)  
Federal deferred 1,724 (1,057) 1,632  
Foreign current 1,775 1,160 849  
Foreign deferred 2,518 307 158  
State current 62 (128) (208)  
State deferred 197 (140) $ 183  
Deferred tax assets:        
Deferred Tax Assets, Gross 7,793 8,124    
Deferred Tax Assets, Valuation Allowance (2,761) (1,744)    
Deferred Tax Assets, Net of Valuation Allowance 5,032 6,380    
Deferred tax liabilities:        
Deferred Tax Liabilities, Net $ 4,449 $ 2,454    
Common Stock, Dividends, Per Share, Declared $ 2.7000 $ 2.6200 $ 2.5000  
Common Stock, Dividends, Per Share, Designated as Return of Capital 0 1.1167 0.4775  
Common Stock, Dividends, Per Share, Designated as Ordinary Income 1.2937 1.4766 1.3927  
Common Stock, Dividends, Per Share, Designated as Long Term Capital Gain 1.4063 0.0263 0.4397  
Common Stock, Dividends, Per Share, Designated as Unrecaptured Sec. 1250 Capital Gain $ 0 $ 0.0004 0.1901  
Common Stock, Dividends, Qualified REIT Dividends 82.26% 99.85%    
Qualified REIT Dividends, Tax Deduction 20.00% 20.00%    
State Administration of Taxation, China [Member]        
Income tax expense (benefit) [Abstract]        
Foreign deferred $ 2,800      
Effective Income Tax Rate Reconciliation, Tax Settlement, Foreign, Percent 10.00%      
Domestic Tax Authority [Member]        
Income tax expense (benefit) [Abstract]        
Operating Loss Carryforwards, Limitations on Use 80%      
Deferred tax assets:        
Deferred Tax Assets, Gross $ 4,385 $ 5,662    
Deferred tax liabilities:        
Tax Credit Carryforward, Amount 4,400 3,600    
Operating Loss Carryforwards $ 4,900      
Tax Credit Carryforward, Carryforward Period (in years) P20Y      
Foreign Country [Member]        
Deferred tax assets:        
Deferred Tax Assets, Gross $ 2,020 1,655    
Deferred Tax Assets, Valuation Allowance (1,700) (1,200)    
Deferred tax liabilities:        
Deferred Tax Liabilities, Net 4,449 2,454    
Operating Loss Carryforwards $ 8,800      
Tax Credit Carryforward, Carryforward Period (in years) P5Y      
State and Local Jurisdiction [Member]        
Deferred tax assets:        
Deferred Tax Assets, Gross $ 1,388 807    
Deferred Tax Assets, Valuation Allowance $ (1,100) $ (500)    
Series J Preferred Stock [Member]        
Deferred tax liabilities:        
Preferred Stock, Dividends Per Share, Declared $ 1.6250 $ 1.6250 1.6250  
Preferred Stock, Dividends Per Share, Designated as Ordinary Income 0.7786 1.5961 1.0505  
Preferred Stock, Dividends, Per Share, Designated as Long Term Capital Gain 0.8464 0.0284 0.4011  
Preferred Stock, Dividends Per Share, Designated as Unrecaptured Sec. 1250 Capital Gain 0 0.0005 0.1734  
Series K Preferred Stock [Member]        
Deferred tax liabilities:        
Preferred Stock, Dividends Per Share, Declared 1.5625 1.5625 1.5625  
Preferred Stock, Dividends Per Share, Designated as Ordinary Income 0.7487 1.5347 1.0101  
Preferred Stock, Dividends, Per Share, Designated as Long Term Capital Gain 0.8138 0.0273 0.3857  
Preferred Stock, Dividends Per Share, Designated as Unrecaptured Sec. 1250 Capital Gain $ 0 $ 0.0005 $ 0.1667  
Starfield Hanam [Member]        
Operating Loss Carryforwards [Line Items]        
Income Tax Expense on Promote Fee Income $ 900      
Income Tax Rate on Promote Fee Income 22.00%      
CityOn.Zhengzhou [Member] | Blackstone Transaction [Member]        
Operating Loss Carryforwards [Line Items]        
Equity Method Investment, Summarized Financial Information, Ownership Interest Sold 50.00%      
CityOn.Xi'an [Member] | Blackstone Transaction [Member]        
Operating Loss Carryforwards [Line Items]        
Equity Method Investment, Summarized Financial Information, Ownership Interest Agreed to be Sold       50.00%
Indefinite Carryforward Period [Member] | Foreign Country [Member]        
Deferred tax liabilities:        
Operating Loss Carryforwards $ 7,700      
Five-Year Carryforward Period [Member] | Foreign Country [Member]        
Deferred tax liabilities:        
Operating Loss Carryforwards $ 1,100      
v3.19.3.a.u2
Properties (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Property, Plant and Equipment [Line Items]      
Land $ 232,744 $ 233,301  
Buildings, improvements, and equipment 4,395,463 4,342,664  
Construction in process and pre-development costs 102,854 141,604  
Real Estate Investment Property, at Cost 4,731,061 4,717,569  
Accumulated depreciation and amortization (1,514,992) (1,404,692)  
Real Estate Investment Property, Net 3,216,069 3,312,877  
Real Estate Accumulated Depreciation, Depreciation Expense 172,960 155,133 $ 161,091
Pre-development activities expense $ 1,900 $ 3,800 $ 5,600
v3.19.3.a.u2
Investments in Unconsolidated Joint Ventures (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Schedule of Equity Method Investments [Line Items]    
Depreciable basis (in years) of Company's additional basis 40 years  
Equity of certain joint ventures less than zero  
Income Loss From Equity Method Investments Potion Due To Impairment $ (17,951)  
CityOn.Xi'an [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00% 50.00%
CityOn.Zhengzhou [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 24.50% 49.00%
Country Club Plaza [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00% 50.00%
Fair Oaks [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00% 50.00%
International Plaza [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.10% 50.10%
The Mall at Millenia [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00% 50.00%
Stamford Town Center [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00% 50.00%
Starfield Hanam [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 17.15% 34.30%
Sunvalley [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00% 50.00%
Outside Partner, Ownership Percentage 50.00%  
The Mall at University Town Center [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00% 50.00%
Waterside Shops [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 50.00% 50.00%
Westfarms [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Ownership Percentage 79.00% 79.00%
Blackstone [Member] | Starfield Hanam [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Summarized Financial Information, Ownership Interest Purchased By Joint Venture Partner 14.70%  
The Gardens Mall [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity Method Investment, Summarized Financial Information, Ownership Interest Acquired 48.50%  
Starfield Hanam [Member]    
Schedule of Equity Method Investments [Line Items]    
Promote Fee Income $ 4,800  
Stamford Town Center [Member]    
Schedule of Equity Method Investments [Line Items]    
Income Loss From Equity Method Investments Potion Due To Impairment 18,000  
CityOn.Zhengzhou [Member]    
Schedule of Equity Method Investments [Line Items]    
Notes Receivable, Related Parties $ 43,100 $ 43,600
v3.19.3.a.u2
Investments in Unconsolidated Joint Ventures (Combined Financial Information Balance Sheet) (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Assets:    
Properties $ 3,816,923 $ 3,728,846
Accumulated depreciation and amortization (942,840) (869,375)
Properties, net 2,874,083 2,859,471
Cash and cash equivalents 201,501 161,311
Accounts and notes receivable (1) 122,569 131,767
Equity Method Investment Summarized Financial Information Operating Lease Right Of Use Assets 11,521  
Deferred charges and other assets 178,708 140,444
Total Assets 3,388,382 3,292,993
Liabilities and accumulated deficiency in assets:    
Notes payable, net 3,049,737 2,815,617
Accounts payable and other liabilities 341,263 426,358
TRG's accumulated deficiency in assets (212,380) (49,465)
Unconsolidated Joint Venture Partners' accumulated deficiency in assets 196,488 100,483
Equity Method Investment, Summarized Financial Information, Liabilities and Equity 3,388,382 3,292,993
Equity Method Investment Summarized Financial Information Operating Lease Liabilities 13,274  
TRG's investment in Starfield Anseong (Note 2) and advances to CityOn.Zhengzhou 209,024 140,743
TRG basis adjustments, including elimination of intercompany profit 329,673 57,360
TCO's additional basis 32,625 47,178
Net investment in UJVs 358,942 195,816
Distributions in excess of investments in and net income of Unconsolidated Joint Ventures 473,053 477,800
Investment in UJVs $ 831,995 $ 673,616
v3.19.3.a.u2
Investments in Unconsolidated Joint Ventures (Combined Financial Information Income Statement) (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Equity method investment, summarized financial information, income statement [Abstract]                      
Revenues                 $ 620,513 $ 601,272 $ 586,499
Maintenance, taxes, utilities, promotion, and other operating expenses                 226,014 211,285 218,004
Equity Method Investment Summarized Financial Information Impairment Charges                 6,154    
Interest expense                 139,756 132,669 130,339
Depreciation and amortization                 131,223 131,884 127,625
Total operating costs                 503,147 475,838 475,968
Nonoperating income, net                 2,870 1,923 2,894
Income tax expense                 (8,541) (5,935) (5,226)
Gain on disposition, net of tax (2)                 3,713
Net income                 111,695 121,422 111,912
Net income attributable to TRG                 58,020 62,964 59,994
Realized intercompany profit, net of depreciation on TRG’s basis adjustments                 5,698 8,386 9,326
Depreciation of TCO's additional basis                 (1,946) (1,946) (1,946)
Equity Method Investment Difference Between Net Income Attributable To Operating Partnership And Equity In Income Of Unconsolidated Joint Ventures Impairment Of Company's Additional Basis                 (12,606)    
Equity in income of Unconsolidated Joint Ventures $ (580) $ 20,252 $ 14,822 $ 14,672 $ 18,724 $ 16,910 $ 14,042 $ 19,728 49,166 69,404 67,374
Beneficial interest in Unconsolidated Joint Ventures’ operations:                      
Revenues less maintenance, taxes, utilities, promotion, and other operating expenses                 212,057 209,423 202,332
Interest expense                 (69,749) (68,225) (67,283)
Depreciation and amortization                 (71,583) (68,894) (66,933)
Income Loss From Equity Method Investments Potion Due To Impairment                 (17,951)    
Income tax expense                 (3,608) (2,900) (2,825)
Gain on disposition, net of tax (1)                   $ 2,083
Equity Method Investment, Realized Gain (Loss) on Disposal                    
v3.19.3.a.u2
Accounts and Notes Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Trade $ 39,575 $ 46,292
Notes 2,342 3,172
Straight-line rent and recoveries 53,499 38,626
Total Receivables, Gross 95,416 88,090
Less: Allowance for doubtful accounts (10,360)
Accounts and Financing Receivable, after Allowance for Credit Loss $ 95,416 $ 77,730
v3.19.3.a.u2
Deferred Charges Other Assets (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Jan. 31, 2019
Leasing costs $ 59,552 $ 52,507    
Accumulated amortization (9,904) (7,577)    
Deferred Costs, Leasing, Net 49,648 44,930    
In-place leases, net 1,766 3,122    
Investment in Simon common shares (Note 17) 48,738    
Revolving credit facilities' deferred financing costs, net 8,229 4,374    
Insurance deposit (Note 17) 11,213 10,121    
Deposits 956 975    
Prepaid expenses 6,091 6,671    
Deferred tax asset, net 5,032 6,380    
Other, net 9,724 9,825    
Deferred Costs and Other Assets 92,659 135,136    
Gain on Simon common share conversion (Note 7) $ (11,613)  
SPG Common Shares [Member]        
Conversion of Simon Property Group Limited Partnership Units to SPG Common Stock     340,124  
Gain on Simon common share conversion (Note 7)     $ 11,600  
Available-For-Sale Securities Held 0 290,124    
Simon Property Group Common Shares Sold   300,000   290,124
SPG Common Shares Average Sales Price   $ 182.37   $ 179.52
v3.19.3.a.u2
Notes Payable, Net (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Debt Instrument [Line Item]      
Notes Payable $ 3,710,327 $ 3,830,195  
Equity Method Investment, Summarized Financial Information, Noncurrent Liabilities 3,049,737 2,815,617  
Debt Issuance Costs, Net (12,857) (13,988)  
Debt Instrument, Collateral Amount 1,700,000    
Maturities of Long-term Debt [Abstract]      
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months 161,747    
Long-term Debt, Maturities, Repayments of Principal in Year Two 262,329    
Long-term Debt, Maturities, Repayments of Principal in Year Three 12,867    
Long-term Debt, Maturities, Repayments of Principal in Year Four 502,278    
Long-term Debt, Maturities, Repayments of Principal in Year Five 692,715    
Thereafter 2,091,249    
Total principal maturities $ 3,723,185    
Debt covenants and guarantees [Abstract]      
Restrictions on Payment of Dividends 95.00%    
Beneficial Interest in Debt and Interest Expense [Abstract]      
Percentage of noncontrolling interests (in hundredths) 30.00%    
At 100% [Abstract]      
Capitalized interest, consolidated subsidiaries at 100% $ 7,807 15,221 $ 12,400
Capitalized interest, unconsolidated joint ventures at 100% (Asia Unconsolidated Joint Venture Construction Loans at Beneficial Interest) 330 30  
Interest expense, consolidated subsidiaries at 100% 148,407 133,197 108,572
Interest Expense, unconsolidated joint ventures, at 100% 139,756 132,669  
At beneficial interest [Abstract]      
Debt, consoldiated subsidiaries at beneficial interest 3,419,625 3,539,588  
Debt, unconsolidated joint ventures at beneficial interest 1,508,506 1,437,445  
Capitalized interest, consolidated subsidiaries at beneficial interest 7,767 15,133  
Capitalized interest, unconsolidated joint ventures at beneficial interest 196 18  
Interest expense, consolidated subsidiaries at beneficial interest 136,694 121,166  
Interest expense, unconsolidated joint ventures at beneficial interest $ 69,749 68,225 $ 67,283
Secondary Line of Credit [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Interest Rate Terms LIBOR + 1.40%    
Debt Instrument, Maturity Date Apr. 25, 2020    
Line of Credit Facility, Maximum Borrowing Capacity $ 65,000    
Long-term Line of Credit 34,675  
Line of Credit Facility, Remaining Borrowing Capacity 55,300    
Letters of Credit Outstanding, Amount $ 9,700    
Line of Credit [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Interest Rate Terms LIBOR + 1.38%    
Debt Instrument, Maturity Date Feb. 01, 2024    
Line of Credit Facility, Maximum Borrowing Capacity $ 1,100,000    
Length Of Extension Option six-month    
Number of Extension Options two    
Long-term Line of Credit $ 675,000 725,000  
Line of Credit Facility, Remaining Borrowing Capacity 367,500    
Line of Credit Facility, Maximum Borrowing Capacity Including Accordion Feature $ 2,000,000    
Debt Instrument, Description of Variable Rate Basis LIBOR    
Derivative, Fixed Interest Rate 2.14%    
Primary Line of Credit Swapped Portion $ 25,000    
Unsecured Debt 300M Term Loan [Member]      
Debt Instrument [Line Item]      
Unsecured Debt 300,000  
Debt Instrument, Interest Rate Terms    
Debt Instrument, Maturity Date    
Unsecured Debt 275M Term Loan [Member]      
Debt Instrument [Line Item]      
Unsecured Debt $ 275,000  
Debt Instrument, Interest Rate Terms LIBOR + 1.55%    
Debt Instrument, Maturity Date Feb. 01, 2025    
Debt Instrument, Description of Variable Rate Basis LIBOR    
Derivative, Fixed Interest Rate 2.14%    
Unsecured Debt 250M Term Loan [Member]      
Debt Instrument [Line Item]      
Unsecured Debt $ 250,000 250,000  
Debt Instrument, Interest Rate Terms LIBOR + 1.60%    
Debt Instrument, Maturity Date Mar. 31, 2023    
Line of Credit Facility, Maximum Borrowing Capacity Including Accordion Feature $ 400,000    
Debt Instrument, Description of Variable Rate Basis LIBOR    
Derivative, Fixed Interest Rate 3.02%    
Cherry Creek Shopping Center [Member]      
Debt Instrument [Line Item]      
Notes Payable $ 550,000 550,000  
Debt Instrument, Interest Rate, Stated Percentage 3.85%    
Debt Instrument, Maturity Date Jun. 01, 2028    
Beneficial Interest in Debt and Interest Expense [Abstract]      
Percentage of noncontrolling interests (in hundredths) 50.00%    
City Creek Center [Member]      
Debt Instrument [Line Item]      
Notes Payable $ 75,359 77,068  
Debt Instrument, Interest Rate, Stated Percentage 4.37%    
Debt Instrument, Maturity Date Aug. 01, 2023    
Great Lakes Crossing Outlets [Member]      
Debt Instrument [Line Item]      
Notes Payable $ 193,515 198,625  
Debt Instrument, Interest Rate, Stated Percentage 3.60%    
Debt Instrument, Maturity Date Jan. 06, 2023    
The Mall at Green Hills [Member]      
Debt Instrument [Line Item]      
Notes Payable $ 150,000 150,000  
Debt Instrument, Interest Rate Terms LIBOR+1.45% LIBOR capped at 3.00%    
Debt Instrument, Maturity Date Dec. 01, 2020    
Length Of Extension Option one-year    
Number of Extension Options one    
International Market Place [Member]      
Debt Instrument [Line Item]      
Notes Payable $ 250,000 250,000  
Debt Instrument, Interest Rate Terms LIBOR + 2.15%    
Debt Instrument, Maturity Date Aug. 09, 2021    
Length Of Extension Option one-year    
Number of Extension Options two    
Debt covenants and guarantees [Abstract]      
Unconditional Guaranty Liability, Principal Balance, Percent 100.00%    
Unconditional Guaranty Liability, Interest, Percent 100.00%    
Interest Payable $ 800    
Beneficial Interest in Debt and Interest Expense [Abstract]      
Percentage of noncontrolling interests (in hundredths) 6.50%    
International Market Place and The Mall at Green Hills [Member]      
Debt Instrument [Line Item]      
Notes Payable $ 250,000    
Length Of Extension Option one-year    
The Mall at Short Hills [Member]      
Debt Instrument [Line Item]      
Notes Payable $ 1,000,000 1,000,000  
Debt Instrument, Interest Rate, Stated Percentage 3.48%    
Debt Instrument, Maturity Date Oct. 01, 2027    
Twelve Oaks Mall [Member]      
Debt Instrument [Line Item]      
Notes Payable $ 292,311 296,815  
Debt Instrument, Interest Rate, Stated Percentage 4.85%    
Debt Instrument, Maturity Date Mar. 06, 2028    
International Plaza [Member]      
Debt Instrument [Line Item]      
Interest Rate Derivative Liabilities, at Fair Value $ 800    
Debt Instrument, Face Amount $ 175,000    
Debt covenants and guarantees [Abstract]      
Company's Percentage Share of Derivative Guarantee 50.10%    
Interest Payable $ 100    
Minimum [Member] | Line of Credit [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Basis Spread on Variable Rate 1.05%    
Line of Credit Facility, Commitment Fee Percentage 0.20%    
Total Swapped Rate On Loan 3.19%    
Minimum [Member] | Unsecured Debt 300M Term Loan [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Basis Spread on Variable Rate 1.25%    
Total Swapped Rate On Loan 3.39%    
Minimum [Member] | Unsecured Debt 275M Term Loan [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Basis Spread on Variable Rate 1.15%    
Total Swapped Rate On Loan 3.29%    
Minimum [Member] | Unsecured Debt 250M Term Loan [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Basis Spread on Variable Rate 1.25%    
Total Swapped Rate On Loan 4.27%    
Maximum [Member] | Line of Credit [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Basis Spread on Variable Rate 1.60%    
Line of Credit Facility, Commitment Fee Percentage 0.25%    
Total Swapped Rate On Loan 3.74%    
Maximum [Member] | Unsecured Debt 300M Term Loan [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Basis Spread on Variable Rate 1.90%    
Total Swapped Rate On Loan 4.04%    
Maximum [Member] | Unsecured Debt 275M Term Loan [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Basis Spread on Variable Rate 1.80%    
Total Swapped Rate On Loan 3.94%    
Maximum [Member] | Unsecured Debt 250M Term Loan [Member]      
Debt Instrument [Line Item]      
Debt Instrument, Basis Spread on Variable Rate 1.90%    
Total Swapped Rate On Loan 4.92%    
Office Building [Member]      
Debt Instrument [Line Item]      
Notes Payable $ 12,000 $ 12,000  
Debt Instrument, Interest Rate Terms LIBOR + 1.40% Swapped to 3.49%    
Debt Instrument, Maturity Date Mar. 01, 2024    
v3.19.3.a.u2
Noncontrolling Interests (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Noncontrolling Interest [Line Items]                      
Percentage of noncontrolling interests (in hundredths) 30.00%               30.00%    
Redeemable noncontrolling interests (Note 9) $ 0       $ 7,800,000       $ 0 $ 7,800,000  
Noncontrolling Interest, Ownership Percentage by Parent 70.00%       71.00%       70.00% 71.00% 71.00%
Former Asia President redeemable equity adjustment (Note 9)                 $ 1,800,000 $ (300,000) $ 1,204,000
Adjustments of Redeemable Noncontrolling Interest                 237,000 280,000  
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest                 (237,000) (280,000) (924,000)
Net Income (Loss) Attributable to Noncontrolling Interest                 100,898,000 32,256,000 32,052,000
Reconciliation Of Redeemable Noncontrolling Interests Roll Forward                      
Redeemable noncontrolling interests (Note 9) $ 0       $ 7,800,000       0 7,800,000  
Former Asia President redeemable equity adjustment (Note 9)                 1,800,000 (300,000) 1,204,000
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest                 (237,000) (280,000) (924,000)
Adjustments of Redeemable Noncontrolling Interest                 237,000 280,000  
Non-redeemable noncontrolling interests:                      
Noncontrolling interests in consolidated joint ventures (153,343,000)       (156,470,000)       (153,343,000) (156,470,000)  
Noncontrolling interests in partnership equity of TRG (13,840,000)       (58,554,000)       (13,840,000) (58,554,000)  
Total Noncontrolling interests (167,183,000)       (215,024,000)       (167,183,000) (215,024,000)  
Net income (loss) attributable to noncontrolling interests:                      
Noncontrolling share of income of consolidated joint ventures                 5,251,000 6,548,000 7,699,000
Noncontrolling share of income of TRG                 95,884,000 25,988,000 25,277,000
Net income (loss) attributable to non-redeemable noncontrolling interests                 101,135,000 32,536,000 32,976,000
Effects of changes in ownership interest in consolidated subsidiaries on equity [Abstract]                      
Net income attributable to TCO common shareowners (32,792,000) $ 215,361,000 $ 6,259,000 $ 15,097,000 3,079,000 $ 20,976,000 $ 15,307,000 $ 18,590,000 203,925,000 57,952,000 55,267,000
Transfers (to) from the noncontrolling interest:                      
Increase (decrease) in TCO's paid-in capital for the adjustments of noncontrolling interest (1)                 (237,000) (280,000) (924,000)
Change from net income attributable to TCO and transfers (to) from noncontrolling interests                 259,620,000 57,351,000 54,070,000
Additional Paid-in Capital [Member]                      
Noncontrolling Interest [Line Items]                      
Former Asia President redeemable equity adjustment (Note 9)                 1,800,000 (300,000) 1,204,000
Reconciliation Of Redeemable Noncontrolling Interests Roll Forward                      
Former Asia President redeemable equity adjustment (Note 9)                 1,800,000 (300,000) 1,204,000
Transfers (to) from the noncontrolling interest:                      
Increase (decrease) in TCO's paid-in capital for the adjustments of noncontrolling interest (1)                 55,695,000 (601,000) (1,197,000)
Net transfers (to) from noncontrolling interests                 $ 55,695,000 (601,000) (1,197,000)
Former Taubman Asia President Redeemable Noncontrolling Interest [Member]                      
Noncontrolling Interest [Line Items]                      
Percentage Of Asia President's interest To Which Is Puttable Beginning In 2019                 5.00%    
Payments for Repurchase of Redeemable Noncontrolling Interest (1,000,000.0)               $ (6,000,000)  
Contribution From Redeemable Noncontrolling Interest                 $ 2,000,000.0    
Percentage of dividends to which the President is entitled (in hundredths)                 5.00%    
Percentage of President's dividends withheld as contributions to capital (in hundredths)                 85.00%    
Redeemable noncontrolling interests (Note 9) 0       7,800,000       $ 0 7,800,000 7,500,000
Former Asia President redeemable equity adjustment (Note 9)                 (1,800,000) 300,000  
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest                 (237,000) (280,000) (924,000)
Reconciliation Of Redeemable Noncontrolling Interests Roll Forward                      
Redeemable noncontrolling interests (Note 9) 0       7,800,000       0 7,800,000 7,500,000
Former Asia President redeemable equity adjustment (Note 9)                 (1,800,000) 300,000  
Payments for Repurchase of Redeemable Noncontrolling Interest $ (1,000,000.0)               (6,000,000)  
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest                 $ (237,000) (280,000) $ (924,000)
International Market Place [Member]                      
Noncontrolling Interest [Line Items]                      
Percentage of noncontrolling interests (in hundredths) 6.50%               6.50%    
Redeemable noncontrolling interests (Note 9) $ 0       0       $ 0 0  
Noncontrolling Interest, Ownership Percentage by Parent 93.50%               93.50%    
Reconciliation Of Redeemable Noncontrolling Interests Roll Forward                      
Redeemable noncontrolling interests (Note 9) $ 0       $ 0       $ 0 $ 0  
Finite Life Entities [Member]                      
Non-redeemable noncontrolling interests:                      
Total Noncontrolling interests (153,300,000)               (153,300,000)    
Finite Life Entities [Abstract]                      
Estimated fair value of noncontrolling interests in finite life entities $ 201,000,000               $ 201,000,000    
Limited Liability Company or Limited Partnership, Business, Cessation Date                 Jan. 01, 2083    
Taubman Successor Asia President Redeemable Noncontrolling Interest [Member]                      
Noncontrolling Interest [Line Items]                      
Percentage of President's dividends withheld as contributions to capital (in hundredths)                 100.00%    
v3.19.3.a.u2
Derivative and Hedging Activities (Interest Rate Derivatives Designated as Cash Flow Hedges) (Details)
₩ in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2019
KRW (₩)
Dec. 31, 2018
USD ($)
Dec. 31, 2017
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 70.00% 70.00% 71.00% 71.00%
Consolidated Subsidiaries Interest Rate Swap 1 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 100.00% 100.00%    
Derivative, Notional Amount $ 100,000      
Derivative, Fixed Interest Rate 2.14% 2.14%    
Derivative, Basis Spread on Variable Rate 1.55% 1.55%    
Total Swapped Rate On Loan 3.69% 3.69%    
Derivative, Maturity Date Feb. 01, 2022      
Consolidated Subsidiaries Interest Rate Swap 1 [Domain] | London Interbank Offered Rate (LIBOR) [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Debt Instrument, Description of Variable Rate Basis one-month LIBOR      
Consolidated Subsidiaries Interest Rate Swap 2 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 100.00% 100.00%    
Derivative, Notional Amount $ 100,000      
Derivative, Fixed Interest Rate 2.14% 2.14%    
Derivative, Basis Spread on Variable Rate 1.55% 1.55%    
Total Swapped Rate On Loan 3.69% 3.69%    
Derivative, Maturity Date Feb. 01, 2022      
Consolidated Subsidiaries Interest Rate Swap 2 [Domain] | London Interbank Offered Rate (LIBOR) [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Debt Instrument, Description of Variable Rate Basis one-month LIBOR      
Consolidated Subsidiaries Interest Rate Swap 3 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 100.00% 100.00%    
Derivative, Notional Amount $ 50,000      
Derivative, Fixed Interest Rate 2.14% 2.14%    
Derivative, Basis Spread on Variable Rate 1.55% 1.55%    
Total Swapped Rate On Loan 3.69% 3.69%    
Derivative, Maturity Date Feb. 01, 2022      
Consolidated Subsidiaries Interest Rate Swap 3 [Domain] | London Interbank Offered Rate (LIBOR) [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Debt Instrument, Description of Variable Rate Basis one-month LIBOR      
Consolidated Subsidiaries Interest Rate Swap 4 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 100.00% 100.00%    
Derivative, Notional Amount $ 50,000      
Derivative, Fixed Interest Rate 2.14% 2.14%    
Derivative, Basis Spread on Variable Rate 1.55% 1.55%    
Total Swapped Rate On Loan 3.69% 3.69%    
Derivative, Maturity Date Feb. 01, 2022      
Unsecured Debt $ 25,000      
Consolidated Subsidiaries Interest Rate Swap 4 [Domain] | London Interbank Offered Rate (LIBOR) [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Debt Instrument, Description of Variable Rate Basis one-month LIBOR      
Consolidated Subsidiaries Interest Rate Swap 5 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 100.00% 100.00%    
Derivative, Notional Amount $ 125,000      
Derivative, Fixed Interest Rate 3.02% 3.02%    
Derivative, Basis Spread on Variable Rate 1.60% 1.60%    
Total Swapped Rate On Loan 4.62% 4.62%    
Derivative, Maturity Date Mar. 01, 2023      
Derivative, Effective Date Mar. 01, 2019      
Unsecured Debt $ 250,000      
Derivative, Lower Range of Basis Spread, Variable Rate 1.25% 1.25%    
Derivative, Upper Range of Effective Rate, Variable Rate 4.92% 4.92%    
Derivative, Higher Range of Basis Spread, Variable Rate 1.90% 1.90%    
Derivative, Lower Range of Effective Rate, Variable Rate 4.27% 4.27%    
Consolidated Subsidiaries Interest Rate Swap 5 [Domain] | London Interbank Offered Rate (LIBOR) [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Debt Instrument, Description of Variable Rate Basis one-month LIBOR      
Consolidated Subsidiaries Interest Rate Swap 6 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 100.00% 100.00%    
Derivative, Notional Amount $ 75,000      
Derivative, Fixed Interest Rate 3.02% 3.02%    
Derivative, Basis Spread on Variable Rate 1.60% 1.60%    
Total Swapped Rate On Loan 4.62% 4.62%    
Derivative, Maturity Date Mar. 01, 2023      
Consolidated Subsidiaries Interest Rate Swap 6 [Domain] | London Interbank Offered Rate (LIBOR) [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Debt Instrument, Description of Variable Rate Basis one-month LIBOR      
Consolidated Subsidiaries Interest Rate Swap 7 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 100.00% 100.00%    
Derivative, Notional Amount $ 50,000      
Derivative, Fixed Interest Rate 3.02% 3.02%    
Derivative, Basis Spread on Variable Rate 1.60% 1.60%    
Total Swapped Rate On Loan 4.62% 4.62%    
Derivative, Maturity Date Mar. 01, 2023      
Consolidated Subsidiaries Interest Rate Swap 7 [Domain] | London Interbank Offered Rate (LIBOR) [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Debt Instrument, Description of Variable Rate Basis one-month LIBOR      
Consolidated Subsidiaries Interest Rate Swap 8 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 100.00% 100.00%    
Derivative, Notional Amount $ 12,000      
Derivative, Fixed Interest Rate 2.09% 2.09%    
Derivative, Basis Spread on Variable Rate 1.40% 1.40%    
Total Swapped Rate On Loan 3.49% 3.49%    
Derivative, Maturity Date Mar. 01, 2024      
Consolidated Subsidiaries Interest Rate Swap 8 [Domain] | London Interbank Offered Rate (LIBOR) [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Debt Instrument, Description of Variable Rate Basis one-month LIBOR      
Unconsolidated Joint Ventures Interest Rate Swap 1 (Member)        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 50.10% 50.10%    
Derivative, Notional Amount $ 158,590      
Derivative, Fixed Interest Rate 1.83% 1.83%    
Derivative, Basis Spread on Variable Rate 1.75% 1.75%    
Total Swapped Rate On Loan 3.58% 3.58%    
Derivative, Maturity Date Dec. 01, 2021      
Unconsolidated Joint Ventures Interest Rate Swap 2 (Member)        
Interest Rate Cash Flow Hedges [Abstract]        
Noncontrolling Interest, Ownership Percentage by Parent 17.15% 17.15%    
Derivative, Notional Amount $ 52,065 ₩ 60,500,000    
Derivative, Fixed Interest Rate 1.52% 1.52%    
Derivative, Basis Spread on Variable Rate 1.60% 1.60%    
Total Swapped Rate On Loan 3.12% 3.12%    
Derivative, Maturity Date Sep. 01, 2020      
Swapped Foreign Currency Exchange Rate 1,162.0      
Unsecured Debt 275M Term Loan [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Derivative, Fixed Interest Rate 2.14% 2.14%    
Debt Instrument, Description of Variable Rate Basis LIBOR      
Unsecured Debt $ 275,000    
Unsecured Debt 275M Term Loan [Member] | Consolidated Subsidiaries Interest Rate Swap 4 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Unsecured Debt $ 275,000      
Derivative, Lower Range of Basis Spread, Variable Rate 1.15% 1.15%    
Derivative, Upper Range of Effective Rate, Variable Rate 3.94% 3.94%    
Derivative, Higher Range of Basis Spread, Variable Rate 1.80% 1.80%    
Derivative, Lower Range of Effective Rate, Variable Rate 3.29% 3.29%    
Line of Credit [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Derivative, Fixed Interest Rate 2.14% 2.14%    
Debt Instrument, Description of Variable Rate Basis LIBOR      
Primary Line of Credit Swapped Portion $ 25,000      
Line of Credit Facility, Maximum Borrowing Capacity 1,100,000      
Line of Credit [Member] | Consolidated Subsidiaries Interest Rate Swap 4 [Domain]        
Interest Rate Cash Flow Hedges [Abstract]        
Unsecured Debt $ 1,100,000      
Derivative, Lower Range of Basis Spread, Variable Rate 1.05% 1.05%    
Derivative, Upper Range of Effective Rate, Variable Rate 3.74% 3.74%    
Derivative, Higher Range of Basis Spread, Variable Rate 1.60% 1.60%    
Derivative, Lower Range of Effective Rate, Variable Rate 3.19% 3.19%    
Unsecured Debt 250M Term Loan [Member]        
Interest Rate Cash Flow Hedges [Abstract]        
Derivative, Fixed Interest Rate 3.02% 3.02%    
Debt Instrument, Description of Variable Rate Basis LIBOR      
Unsecured Debt $ 250,000   $ 250,000  
v3.19.3.a.u2
Derivative and Hedging Activities (Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]      
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net $ (5,400)    
Cash Flow Hedging [Member]      
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]      
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net 930 $ 1,809 $ (7,564)
Cash Flow Hedging [Member] | Other Comprehensive Income (Loss) [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) (14,968) (1,847) 7,093
Consolidated Properties [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | Other Comprehensive Income (Loss) [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) (13,239) (2,636) 3,994
Consolidated Properties [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | Interest expense [Member]      
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]      
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net (628) 1,133 (2,879)
Unconsolidated Properties [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | Other Comprehensive Income (Loss) [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) (1,757) 943 2,898
Unconsolidated Properties [Member] | Cash Flow Hedging [Member] | Interest Rate Contract [Member] | Equity Method Investments [Member]      
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]      
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net 355 (188) (2,406)
Unconsolidated Properties [Member] | Cash Flow Hedging [Member] | Cross Currency Interest Rate Contract [Member] | Other Comprehensive Income (Loss) [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) 28 (154) 201
Unconsolidated Properties [Member] | Cash Flow Hedging [Member] | Cross Currency Interest Rate Contract [Member] | Equity Method Investments [Member]      
Effect of derivative instruments on the Consolidated Statement of Operations and Comprehensive Income [Abstract]      
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net $ 1,203 $ 864 $ (2,279)
v3.19.3.a.u2
Derivative and Hedging Activities (Location and Fair Value of Derivative Instruments as Reported in the Consoiidated Balance Sheet) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]    
Total assets designated as hedging instruments $ 0 $ 4,875
Total liability derivatives designated as hedging instruments (15,922) (6,673)
Default Option, Range, Minimum [Member]    
Contingent features [Abstract]    
Interest Rate Recourse Provisions 100  
Default Option, Range, Maximum [Member]    
Contingent features [Abstract]    
Interest Rate Recourse Provisions 50,000  
Consolidated Properties [Member] | Interest Rate Contract [Member] | Deferred Charges And Other Assets [Member]    
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]    
Total assets designated as hedging instruments 3,530
Consolidated Properties [Member] | Interest Rate Contract [Member] | Accounts Payable and Accrued Liabilities [Member]    
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]    
Total liability derivatives designated as hedging instruments (15,419) (5,710)
Unconsolidated Properties [Member] | Interest Rate Contract [Member] | Equity Method Investments [Member]    
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]    
Total assets designated as hedging instruments 1,345
Total liability derivatives designated as hedging instruments (412)
Unconsolidated Properties [Member] | Cross Currency Interest Rate Contract [Member] | Equity Method Investments [Member]    
Location and fair value of derivative instruments as reported in the Consolidated Balance Sheet [Abstract]    
Total liability derivatives designated as hedging instruments $ (91) $ (963)
v3.19.3.a.u2
Leases (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Operating Leased Assets [Line Items]      
Operating Lease, Weighted Average Discount Rate, Percent 5.80%    
Operating Lease, Weighted Average Remaining Lease Term 51 years    
Operating Leases, Future Minimum Payments Receivable [Abstract]      
Operating Leases, Future Minimum Payments Receivable, Current $ 449,665    
Operating Leases, Future Minimum Payments Receivable, in Two Years 407,615    
Operating Leases, Future Minimum Payments Receivable, in Three Years 361,062    
Operating Leases, Future Minimum Payments Receivable, in Four Years 328,486    
Operating Leases, Future Minimum Payments Receivable, in Five Years 301,404    
Operating Leases, Future Minimum Payments Receivable, Thereafter $ 742,806    
Number of centers with option to extend lease term for three 10-year periods One    
Number of 10-year periods that one center has the option to extend three    
Number of centers with option to extend lease term for one 10-year period one    
Lessee, Operating Lease, Renewal Term 10 years    
Number of Lease Extension Options one    
Operating Leases, Rent Expense $ 16,200 $ 17,200 $ 16,300
Operating Leases, Rent Expense, Contingent Rentals 400 300 $ 0
Payables representing straightline rent adjustments under lease agreements   $ 64,800  
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]      
Operating Leases, Future Minimum Payments Due, Next Twelve Months 14,357    
Operating Leases, Future Minimum Payments, Due in Two Years 12,586    
Operating Leases, Future Minimum Payments, Due in Three Years 13,982    
Operating Leases, Future Minimum Payments, Due in Four Years 14,142    
Operating Leases, Future Minimum Payments, Due in Five Years 14,144    
Operating Leases, Future Minimum Payments, Due Thereafter $ 708,924    
City Creek Center [Member]      
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]      
Company's ownership in leasehold interest 100.00%    
Accounting Standards Update 2016-02 [Member]      
Operating Leased Assets [Line Items]      
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income $ 4,400    
v3.19.3.a.u2
The Manager (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Related Party Transaction, Revenues from Transactions with Related Party $ 2.4 $ 2.6 $ 2.5
Operating Partnership [Member]      
Beneficial ownership percentage, Operating Partnership 99.80%    
Taub Co Holdings [Member]      
Beneficial Interest, Taub-Co Holdings 0.20%    
Taubman Family [Member]      
Beneficial ownership percentage, Taubman Family 100.00%    
v3.19.3.a.u2
Share-Based Compensation (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Share-based compensation, allocation and classification in financial statements [Abstract]      
Compensation cost charged to income for the Company's share-based compensation plans $ 6,400,000 $ 9,200,000 $ 10,800,000
Reversal of Prior Period Share Based Compensation Expense 300,000    
Compensation cost capitalized as part of properties and deferred leasing costs $ 300,000 $ 900,000 $ 900,000
2018 Omnibus Plan [Member]      
Deferred compensation arrangements [Abstract]      
Aggregate number of Company common shares or Operating Partnership units approved for awards under the 2008 Omnibus Plan, original (in shares) 2,800,000    
Share Based Compensation Arrangement By Share Based Payment Award Option Deduction Basis one share or TRG Profits Unit for every one share or TRG Profits Unit granted    
Profits Units [Member]      
Summary of non-option activity, additional disclosures [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Description represents a contingent right to receive a TRG Unit upon vesting and the satisfaction of certain tax-driven requirements and, as to the TSR and NOI Performance-based TRG Profits Units, the satisfaction of certain performance-based requirements. Until vested, a TRG Profits Unit entitles the holder to only one-tenth of the distributions otherwise payable by TRG on a TRG Unit. Therefore, we account for these TRG Profits Units as participating securities in TRG. A portion of the TRG Profits Units award represents estimated cash distributions that otherwise would have been payable during the vesting period and, upon vesting, there will be an adjustment in actual number of TRG Profits Units realized under each award to reflect TRG's actual cash distributions during the vesting period    
TSR Performance-based TRG Profits Units [Member]      
Summary of non-option activity, additional disclosures [Abstract]      
Target Grant Amount 300.00%    
Weighted Average Payout Rate for Vesting During Period 22.00%    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized $ 200,000    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition 1 year    
Summary of non-option activity [Roll Forward]      
Outstanding at beginning of period (in shares) 148,078 129,733 103,369
Outstanding at end of period (in shares) 50,420 148,078 129,733
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) $ 25.17 $ 25.59 $ 26.42
Granted (in shares)   18,345 103,666
Granted, weighted average grant date fair value (in dollars per share)   $ 22.22 $ 23.14
Forfeited     (77,302)
Forfeited, weighted average grant date fair value (in dollars per share)     $ 23.42
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (21,169) 0 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value $ 26.30    
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Recovered and Cancelled (76,489)    
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Recovered and Cancelled, Weighted Average Grant Date Fair Value $ 26.42    
Outstanding at end of period, weighted average grant date fair value (in dollars per share) $ 22.81 $ 25.17 $ 25.59
Summary of option activity [Roll Forward]      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Number Of Forfeitures 0    
NOI Performance-based TRG Profits Units [Member]      
Summary of non-option activity, additional disclosures [Abstract]      
Target Grant Amount 300.00%    
Weighted Average Payout Rate for Vesting During Period 30.00%    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized $ 100,000    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition 1 year 2 months 12 days    
Summary of non-option activity [Roll Forward]      
Outstanding at beginning of period (in shares) 149,949 131,604 103,369
Outstanding at end of period (in shares) 50,420 149,949 131,604
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) $ 19.29 $ 19.69 $ 41.87
Granted (in shares)   18,345 103,666
Granted, weighted average grant date fair value (in dollars per share)   $ 16.43 $ 19.35
Forfeited     (75,431)
Forfeited, weighted average grant date fair value (in dollars per share)     $ 20.59
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (30,799) 0 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value $ 18.86    
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Recovered and Cancelled (68,730)    
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Recovered and Cancelled, Weighted Average Grant Date Fair Value $ 17.47    
Outstanding at end of period, weighted average grant date fair value (in dollars per share) $ 2.99 $ 19.29 $ 19.69
Summary of option activity [Roll Forward]      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Number Of Forfeitures 0    
Performance Shares [Member]      
Summary of non-option activity, additional disclosures [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Description represents the right to receive, upon vesting, shares of common stock ranging from 0-300% of the TSR PSU based on our market performance relative to that of a peer group. The TSR PSU grants include a cash payment upon vesting equal to the aggregate cash dividends that would have been paid on such shares of common stock during the vesting period.    
Weighted Average Payout Rate for Vesting During Period     60.00%
Payout Rate for Vesting During Period Low End of Range     0.00%
Payout Rate for Vesting During Period High End of Range     100.00%
Actual Shares Issued Upon Vesting During Period   45,941 30,601
Payout Rate for Vesting During Period   124.00%  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested   $ 2,700,000 $ 2,100,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized $ 1,300,000    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition 1 year 9 months 18 days    
Summary of non-option activity [Roll Forward]      
Outstanding at beginning of period (in shares) 14,197 40,850 166,027
Outstanding at end of period (in shares) 29,375 14,197 40,850
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) $ 79.13 $ 107.38 $ 138.93
Granted (in shares) 20,936 10,393 5,046
Granted, weighted average grant date fair value (in dollars per share) $ 85.44 $ 78.82 $ 80.16
Forfeited (5,758)   (50,459)
Forfeited, weighted average grant date fair value (in dollars per share) $ 82.59   $ 90.51
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period   (37,046) (79,764)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value   $ 110.09 $ 181.99
Outstanding at end of period, weighted average grant date fair value (in dollars per share) $ 82.95 $ 79.13 $ 107.38
Summary of option activity [Roll Forward]      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Number Of Forfeitures 0    
NOI Performance Shares [Member]      
Summary of non-option activity, additional disclosures [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Description represents the right to receive, upon vesting, shares of common stock ranging from 0-300% of the NOI PSU based on our NOI performance, as well as a cash payment upon vesting equal to the aggregate cash dividends that would have been paid on such shares of common stock during the vesting period. These awards also provide for a cap on the maximum number of units vested if absolute TSR is not positive over a three-year period.    
Weighted Average Payout Rate for Vesting During Period     100.00%
Actual Shares Issued Upon Vesting During Period     1,242
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested     $ 100,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized $ 800,000    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition 1 year 10 months 24 days    
Summary of non-option activity [Roll Forward]      
Outstanding at beginning of period (in shares) 14,197 3,804 0
Outstanding at end of period (in shares) 29,375 14,197 3,804
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) $ 60.59 $ 67.00 $ 0
Granted (in shares) 20,936 10,393 5,046
Granted, weighted average grant date fair value (in dollars per share) $ 52.41 $ 58.28 $ 67.04
Forfeited (5,758)   (1,242)
Forfeited, weighted average grant date fair value (in dollars per share) $ 57.42   $ 67.50
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period   0 0
Outstanding at end of period, weighted average grant date fair value (in dollars per share) $ 40.95 $ 60.59 $ 67.00
Summary of option activity [Roll Forward]      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Number Of Forfeitures 0    
Restricted Stock Units (RSUs) [Member]      
Summary of non-option activity, additional disclosures [Abstract]      
Share-based Compensation Arrangement by Share-based Payment Award, Description represents the right to receive upon vesting one share of common stock, as well as a cash payment upon vesting equal to the aggregate cash dividends that would have been paid on such shares of common stock during the vesting period    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeiture Assumption 2.70%    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested $ 3,400,000 $ 4,600,000 $ 8,600,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized $ 4,200,000    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition 1 year 8 months 12 days    
Summary of non-option activity [Roll Forward]      
Outstanding at beginning of period (in shares) 184,673 195,021 231,903
Outstanding at end of period (in shares) 179,846 184,673 195,021
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) $ 63.44 $ 69.22 $ 70.40
Granted (in shares) 87,720 69,931 102,568
Granted, weighted average grant date fair value (in dollars per share) $ 52.41 $ 58.28 $ 63.33
Forfeited (19,249) (6,985) (12,499)
Forfeited, weighted average grant date fair value (in dollars per share) $ 57.90 $ 63.21 $ 67.78
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (73,298) (73,294) (126,951)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value $ 66.22 $ 73.91 $ 66.98
Outstanding at end of period, weighted average grant date fair value (in dollars per share) $ 57.73 $ 63.44 $ 69.22
Fully Vested 10,133    
Fully Vested (in dollars per share) $ 58.75    
Restricted TRG Profits Units [Member]      
Summary of non-option activity, additional disclosures [Abstract]      
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized $ 200,000    
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition 10 months 24 days    
Summary of non-option activity [Roll Forward]      
Outstanding at beginning of period (in shares) 69,285 61,131 45,940
Outstanding at end of period (in shares) 22,411 69,285 61,131
Outstanding at beginning of period, weighted average grant date fair value (in dollars per share) $ 57.93 $ 59.08 $ 59.49
Granted (in shares)   8,154 46,076
Granted, weighted average grant date fair value (in dollars per share)   $ 49.29 $ 57.84
Forfeited     (30,885)
Forfeited, weighted average grant date fair value (in dollars per share)     $ 57.85
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (46,506) 0 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value $ 59.45    
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Recovered and Cancelled (368)    
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Recovered and Cancelled, Weighted Average Grant Date Fair Value $ 59.49    
Outstanding at end of period, weighted average grant date fair value (in dollars per share) $ 54.73 $ 57.93 $ 59.08
Summary of option activity [Roll Forward]      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Number Of Forfeitures 0    
Share-based Payment Arrangement, Option [Member]      
Summary of option activity, additional disclosures [Abstract]      
Total intrinsic value of options exercised during the period   $ 3,500,000  
Cash received from options exercised during the period   $ 9,800,000  
Summary of option activity [Roll Forward]      
Outstanding options at beginning of period (in shares)   0 202,586
Exercised, Number of Options     (202,586)
Outstanding options at end of period (in shares)     0
Outstanding at beginning of period, weighted average exercise price (in dollars per share)     $ 48.35
Exercised, weighted average exercise price (in dollars per share)     $ 48.35
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term     21 days
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit     $ 45.9
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit     $ 51.15
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award ten-year    
Non-Employee Directors' Deferred Compensation Plan [Member]      
Non-Employee Directors' Stock Grant And Deferred Compensation [Abstract]      
Share-based Payment Arrangement, Expensed and Capitalized, Amount $ 125,000 $ 125,000 $ 125,000
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number 74,632    
Other Employee Plans [Member]      
Non-Employee Directors' Stock Grant And Deferred Compensation [Abstract]      
Defined Contribution Plan, Cost $ 2,600,000 $ 3,000,000.0 $ 2,500,000
Unissued Partnership Units Under Unit Option Deferral Election Member      
Employee service share-based compensation, aggregate disclosures [Abstract]      
Options exercised under unit option deferral election plan (in shares) 3,000,000.0    
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 2022    
Number of Annual Installments during which Deferred Partnership Units will be issued five    
Minimum [Member] | Other Employee Plans [Member]      
Non-Employee Directors' Stock Grant And Deferred Compensation [Abstract]      
Defined Contribution Plan, Employer Discretionary Contribution Percent 0.00%    
Defined Contribution Plan, Employer Matching Contribution, Percent of Match 2.00%    
Defined Contribution Plan, Contribution Percent 0.00%    
Maximum [Member] | Other Employee Plans [Member]      
Non-Employee Directors' Stock Grant And Deferred Compensation [Abstract]      
Defined Contribution Plan, Employer Discretionary Contribution Percent 4.00%    
Defined Contribution Plan, Employer Matching Contribution, Percent of Match 5.00%    
Defined Contribution Plan, Contribution Percent 9.00%    
2012 and 2013 Special Grants [Member] | Performance Shares [Member]      
Summary of non-option activity, additional disclosures [Abstract]      
Actual Shares Issued Upon Vesting During Period     0
v3.19.3.a.u2
Preferred Stock of TCO (Details) - Series B Preferred Stock [Member] - shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]      
Convertible Preferred Stock, Issuance In Correlation With Issuance of Partnership Units one Series B Preferred Share for each of the TRG Units held by the noncontrolling partners.    
Convertible Preferred Stock, Terms of Conversion ratio of 14,000 shares of Series B Preferred Stock for one share of common stock    
Preferred Stock, Voting Rights Each Series B Preferred Share entitles the holder to one vote on all matters submitted to our shareholders. The holders of Series B Preferred Shares, voting as a class, have the right to designate up to four nominees for election as directors of TCO. On all other matters on which the holders of common stock are entitled to vote, including the election of directors, the holders of Series B Preferred Shares will vote with the holders of common stock.    
Conversion of Stock, Number of shares of Common Stock issued from the conversion of Series B Preferred Stock two four five
Conversion of Stock, Shares Converted 55,704 75,120 90,945
v3.19.3.a.u2
Commitments and Contingencies (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Jun. 28, 2019
Cash tender [Abstract]        
Minimum aggregate value of Operating Partnership units to be tendered $ 50,000      
Fair Value of Written Option, Cash Tender Agreement $ 0      
Share Price $ 31.09     $ 40.83
Approximate aggregate value of interests in the Operating Partnership that may be tendered $ 752,100      
Additional interest the Company would have owned in the Operating Partnership upon purchase of interests (in hundredths) 28.00%      
Continuing offer [Abstract]        
Common Stock, Conversion Basis one TRG Unit is exchangeable for one share of common stock      
Loss Contingencies [Line Items]        
Gain (Loss) Related to Litigation Settlement $ 10,095      
Partial Reimbursement of Anchor Allowance $ 20,000      
Loss from Catastrophes     $ 7,800  
Series B Preferred Stock [Member]        
Continuing offer [Abstract]        
Convertible Preferred Stock, Terms of Conversion ratio of 14,000 shares of Series B Preferred Stock for one share of common stock      
The Mall of San Juan [Member]        
Loss Contingencies [Line Items]        
Partial Reimbursement of Anchor Allowance, Future Installment Payment Amounts $ 3,000      
Gain (Loss) Related to Litigation Settlement 10,100      
Partial Reimbursement of Anchor Allowance, Total Agreed Upon Amount 26,000      
Partial Reimbursement of Anchor Allowance 20,000      
Business Interruption Insurance Proceeds Received 8,574    
Insurance Recoveries - Revenue Reduction (1,202)    
Insurance Recoveries - Expense Items 185 1,234 1,101  
Insurance Recoveries - Capital Items 2,000 4,866 $ 902  
Gain on Business Interruption Insurance Recovery $ 1,418    
v3.19.3.a.u2
Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Net income attributable to Taubman Centers, Inc. common shareowners (Numerator):                      
Basic                 $ 203,925 $ 57,952 $ 55,267
Impact of additional ownership of TRG                 2,828 85 114
Diluted                 $ 206,753 $ 58,037 $ 55,381
Shares (Denominator) – basic                 61,181,983 60,994,444 60,675,129
Effect of dilutive securities                 1,056,456 283,271 365,366
Shares (Denominator) – diluted                 62,238,439 61,277,715 61,040,495
Earnings per common share – basic $ (0.54) $ 3.52 $ 0.10 $ 0.25 $ 0.05 $ 0.34 $ 0.25 $ 0.31 $ 3.33 $ 0.95 $ 0.91
Earnings per common share – diluted $ (0.54) $ 3.48 $ 0.10 $ 0.25 $ 0.05 $ 0.34 $ 0.25 $ 0.30 $ 3.32 $ 0.95 $ 0.91
Weighted average noncontrolling TRG Units outstanding                      
Antidilutive securities excluded from computation of earnings per share [Line Items]                      
Anti-dilutive effect (in shares)                 4,123,160 4,149,144 4,089,327
Unissued TRG Units under unit option deferral elections                      
Antidilutive securities excluded from computation of earnings per share [Line Items]                      
Anti-dilutive effect (in shares)                 871,262 871,262
v3.19.3.a.u2
Fair Value Disclosures (Fair Value Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Fair Value Assets And Liabilities Measured On Recurring Basis Financial Statement Captions [Line Items]    
Investment in Simon common shares (Note 17) $ 48,738
Assets and liabilities measured at fair value on a recurring basis [Abstract]    
Derivative interest rate contracts (Note 10) 0 4,875
Fair Value, Inputs, Level 1 [Member]    
Fair Value Assets And Liabilities Measured On Recurring Basis Financial Statement Captions [Line Items]    
Investment in Simon common shares (Note 17) 48,738
Assets and liabilities measured at fair value on a recurring basis [Abstract]    
Insurance deposit 11,213 10,121
Assets, Fair Value Disclosure 11,213 58,859
Fair Value, Inputs, Level 2 [Member]    
Assets and liabilities measured at fair value on a recurring basis [Abstract]    
Derivative interest rate contracts (Note 10) 3,530
Assets, Fair Value Disclosure 0 3,530
Derivative interest rate contract (Note 10) (15,419) (5,710)
Total liabilities $ (15,419) $ (5,710)
v3.19.3.a.u2
Fair Value Disclosures (Details) - SPG Common Shares [Member] - $ / shares
12 Months Ended
Dec. 31, 2017
Dec. 31, 2019
Jan. 31, 2019
Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Financial Statement Captions [Line Items]        
Simon Property Group Common Shares Sold     290,124 300,000
Available-For-Sale Securities Held   0   290,124
Conversion of Simon Property Group Limited Partnership Units to SPG Common Stock 340,124      
SPG Common Shares Average Sales Price     $ 179.52 $ 182.37
v3.19.3.a.u2
Fair Value Disclosures (Estimated Fair Value of Notes Payable) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Estimated fair values of notes payable [Abstract]    
Notes payable, net (Note 8) $ 3,710,327 $ 3,830,195
Fair Value, Inputs, Level 2 [Member]    
Estimated fair values of notes payable [Abstract]    
Notes payable, fair value disclosure $ 3,753,531 $ 3,755,757
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 $ 131,800  
Impact Of Overall One Percent Increase In Interest Rates Decrease In Fair Values Of Notes Payable Percent 3.50%  
v3.19.3.a.u2
Cash Flow Disclosures & Non-Cash Investing and Financing Activities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Jan. 01, 2019
Dec. 31, 2016
Cash and Cash Equivalents, at Carrying Value $ 102,762 $ 48,372 $ 42,499    
Interest Costs Capitalized 7,807 15,221 12,400    
Interest Paid, Excluding Capitalized Interest, Operating Activities 143,700 125,500 100,900    
Income Taxes Paid, Net 900 500 2,500    
Restricted Cash and Cash Equivalents 656 94,557 121,905    
Other non-cash additions to properties 77,700 99,400 79,000    
Effect of Exchange Rate on Cash and Cash Equivalents (1,215) (5,314) 2,261    
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents 103,418 142,929 164,404   $ 152,965
Cash Paid for Operating Leases 14,400        
Operating Lease, Right-of-Use Asset 173,796     $ 178,100  
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned 79,300        
Deposit Assets, Foreign [Member]          
Restricted Cash and Cash Equivalents   92,500 119,200    
Restricted Cash Stipulated by Lenders and Various Agreements [Member]          
Restricted Cash and Cash Equivalents $ 700 $ 94,600 $ 121,900    
Preferred Stock [Member]          
Stock Issued During Period, Shares, Acquisitions 1,500,000        
Preferred Stock [Member] | The Gardens Mall [Member]          
Stock Issued During Period, Shares, Acquisitions 1,500,000        
v3.19.3.a.u2
Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]          
Accumulated Other Comprehensive Income (Loss), Net of Tax   $ (39,003) $ (25,376)    
Reclassification adjustment for amounts recognized in net income   (930) (1,809) $ 7,564  
Cumulative Effect New Accounting Principle In Period Of Adoption $ 1,000 4,919      
Adjustments To Equity For Partial Disposition of Ownership Interest In Unconsolidated Joint Venture   0      
Reclassification out of Accumulated Other Comprehensive Income [Member]          
Accumulated Other Comprehensive Income (Loss) [Line Items]          
Reclassification adjustment for amounts recognized in net income   (930) (1,809) 7,564  
Amount of gain/loss on interest rate contract reclassfied from AOCI   628 (1,133) 2,879  
Amount of gain/loss on interest rate contract reclassfied from AOCI for unconsolidated joint ventures   (355) 188 2,406  
Amount of gain/loss on cross-currency interest rate contract reclassified from AOCI for Unconsolidated Joint Ventures   (1,203) (864) 2,279  
Accumulated Other Comprehensive Income [Member]          
Accumulated Other Comprehensive Income (Loss) [Line Items]          
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax   (18,953) (16,128) 384 $ (23,147)
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax   (20,050) (9,248) (7,303) (12,769)
Accumulated Other Comprehensive Income (Loss), Net of Tax   (39,003) (25,376) (6,919) (35,916)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax   (12,835) (16,513) 23,615  
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax   (9,806) (26) 41  
OCI, before Reclassifications, Net of Tax, Attributable to Parent   (22,641) (16,539) 23,656  
Reclassification adjustment for amounts recognized in net income   (649) (1,286) 5,364  
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)   (12,835) (16,513) 23,615  
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent   (10,455) (1,312) 5,405  
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent   (23,290) (17,825) 29,020  
OtherComprehensiveIncomeLossAdjustmentForeignCurrencyAttributableToParent   271 1 (84)  
Other comprehensive income (loss), adjustments, attributable to parent   (347) 46 61  
Other comprehensive income (loss), total adjustments attributable to parent   (76) 47 (23)  
Cumulative Effect New Accounting Principle In Period Of Adoption     (679)    
Adjustments To Equity For Partial Disposition of Ownership Interest In Unconsolidated Joint Venture   9,739      
Noncontrolling Interest [Member]          
Accumulated Other Comprehensive Income (Loss) [Line Items]          
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax   (8,176) (6,569) 159 (9,613)
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax   4,197 8,363 9,220 7,065
Accumulated Other Comprehensive Income (Loss), Net of Tax   (3,979) 1,794 9,379 $ (2,548)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax   (1,336) (6,727) 9,688  
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax   (4,232) (12) 16  
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Noncontrolling Interest   (5,568) (6,739) 9,704  
Reclassification adjustment for amounts recognized in net income   (281) (523) 2,200  
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest   (1,336) (6,727) 9,688  
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Noncontrolling Interest   (4,513) (535) 2,216  
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest   (5,849) (7,262) 11,904  
Other Comprehensive Income Loss Adjustment Foreign Currency Attributable To Noncontrolling Interest   (271) (1) 84  
Other comprehensive income (loss), adjustments, attributable to noncontrolling interests   347 (46) (61)  
Other comprehensive income (loss), total adjustments attributable to noncontrolling interests   $ 76 (47) $ 23  
Cumulative Effect New Accounting Principle In Period Of Adoption     $ (276)    
v3.19.3.a.u2
Quarterly Financial Data (Unaudited) (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenues $ 176,736 $ 162,506 $ 161,604 $ 160,208 $ 167,489 $ 159,120 $ 152,769 $ 161,492 $ 661,054 $ 640,870 $ 629,165
Equity in income of Unconsolidated Joint Ventures (580) 20,252 14,822 14,672 18,724 16,910 14,042 19,728 49,166 69,404 67,374
Net income (32,631) 316,390 16,877 29,738 12,938 38,115 30,093 34,596 330,374 115,742 112,757
Net income attributable to TCO common shareowners $ (32,792) $ 215,361 $ 6,259 $ 15,097 $ 3,079 $ 20,976 $ 15,307 $ 18,590 $ 203,925 $ 57,952 $ 55,267
Earnings per common share – basic $ (0.54) $ 3.52 $ 0.10 $ 0.25 $ 0.05 $ 0.34 $ 0.25 $ 0.31 $ 3.33 $ 0.95 $ 0.91
Earnings per common share – diluted $ (0.54) $ 3.48 $ 0.10 $ 0.25 $ 0.05 $ 0.34 $ 0.25 $ 0.30 $ 3.32 $ 0.95 $ 0.91
Income Loss From Equity Method Investments Potion Due To Impairment                 $ (17,951)    
Taubman Prestige Outlets Chesterfield [Member]                      
Impairment Charge on Reclassified Assets                 72,200    
Stamford Town Center Member                      
Income Loss From Equity Method Investments Potion Due To Impairment                 $ 18,000    
v3.19.3.a.u2
Subsequent Events (Details)
Feb. 09, 2020
USD ($)
$ / shares
$ / operating_partnership_units
Rate
Dec. 31, 2019
$ / shares
Dec. 31, 2018
$ / shares
Subsequent Event [Member]      
Subsequent Event [Line Items]      
Taubman Family Equity in Joint Venture, Percent Exchanged, Call Option 100.00%    
Call Option Consideration, Percent, Simon Operation Partnership Units 50.00%    
Call Option Consideration, Percent, Cash 50.00%    
Taubman Family Equity in Joint Venture, Percent Exchanged, Put Option, Second Anniversary 20.00%    
Taubman Family Equity in Joint Venture, Percent Exchanged, Put Option, Third Anniversary 40.00%    
Taubman Family Equity in Joint Venture, Percent Exchanged, Put Option, Fourth Anniversary 60.00%    
Taubman Family Equity in Joint Venture, Percent Exchanged, Put Option, Fifth Anniversary 80.00%    
Taubman Family Equity in Joint Venture, Percent Exchanged, Put Option, Sixth Anniversary and Thereafter 100.00%    
Taubman Family Equity in Joint Venture, Minimum Percent Exchanged, Put Option 10.00%    
Minimum Required Distribution to Joint Venture Partners, Percent of REIT Taxable Income | Rate 95.00%    
Taubman Family Non-Competition Obligation, Minimum Percent of Joint Venture Common Units 2.00%    
Taubman Centers Inc. [Member] | Subsequent Event [Member]      
Subsequent Event [Line Items]      
Taubman Partnership Units to Simon Partnership Units, Terms of Conversion | $ / operating_partnership_units 0.3814    
Business Acquisition Termination Fee Go Shop Period Conclusion | $ $ 111,900,000    
Business Acquisition, Ownership Percentage, Simon Operating Partnership | Rate 80.00%    
Business Acquisition, Ownership Percentage, Taubman Family | Rate 20.00%    
Business Acquisition Termination Fee Go Shop Period | $ $ 46,600,000    
Business Acquisition, Share Price $ 52.50    
Series B Preferred Stock [Member]      
Subsequent Event [Line Items]      
Preferred Stock, Liquidation Preference Per Share   $ 0.001 $ 0.001
Series B Preferred Stock [Member] | Taubman Centers Inc. [Member] | Subsequent Event [Member]      
Subsequent Event [Line Items]      
Convertible Preferred Stock, Terms of Conversion $ 14,000    
Series J Preferred Stock [Member]      
Subsequent Event [Line Items]      
Preferred Stock, Liquidation Preference Per Share   25.00 25.00
Series K Preferred Stock [Member]      
Subsequent Event [Line Items]      
Preferred Stock, Liquidation Preference Per Share   $ 25.00 $ 25.00
v3.19.3.a.u2
Valuation and Qualifying Accounts (Details) - Allowance for doubtful receivables [Member] - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]    
Balance at beginning of year $ 10,237 $ 4,311
Charged to costs and expenses 3,728 11,025
Write-offs (3,605) (5,099)
Transfers, net
Balance at end of year $ 10,360 $ 10,237
v3.19.3.a.u2
Real Estate and Accumulated Depreciation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 240,802      
Buildings, Improvements, and Equipment, Initial Cost to Company 2,721,584      
Cost Capitalized Subsequent to Acquisition 1,768,675      
Land, Gross Amount at Which Carried at Close of Period 240,802      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 4,490,259      
Total, Gross Amount at Which Carried at Close of Period 4,731,061 $ 4,717,569 $ 4,461,045 $ 4,173,954
Accumulated Depreciation (A/D) 1,514,992 1,404,692 $ 1,276,916 $ 1,147,390
Real Estate Investment Property, Net 3,216,069 $ 3,312,877    
Beverly Center [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Buildings, Improvements, and Equipment, Initial Cost to Company 200,902      
Cost Capitalized Subsequent to Acquisition 472,892      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 673,794      
Total, Gross Amount at Which Carried at Close of Period 673,794      
Accumulated Depreciation (A/D) 208,109      
Real Estate Investment Property, Net $ 465,685      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 1982      
Depreciable Life 40 years      
Cherry Creek Shopping Center [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Buildings, Improvements, and Equipment, Initial Cost to Company $ 99,087      
Cost Capitalized Subsequent to Acquisition 261,221      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 360,308      
Total, Gross Amount at Which Carried at Close of Period 360,308      
Accumulated Depreciation (A/D) 191,539      
Real Estate Investment Property, Net 168,769      
Encumbrances $ 550,000      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 1990 / 1998 / 2015      
Depreciable Life 40 years      
City Creek Center [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Buildings, Improvements, and Equipment, Initial Cost to Company $ 75,229      
Cost Capitalized Subsequent to Acquisition 7,016      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 82,245      
Total, Gross Amount at Which Carried at Close of Period 82,245      
Accumulated Depreciation (A/D) 21,957      
Real Estate Investment Property, Net 60,288      
Encumbrances $ 75,359      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 2012      
Depreciable Life 30 years      
Dolphin Mall [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 34,881      
Buildings, Improvements, and Equipment, Initial Cost to Company 222,301      
Cost Capitalized Subsequent to Acquisition 134,603      
Land, Gross Amount at Which Carried at Close of Period 34,881      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 356,904      
Total, Gross Amount at Which Carried at Close of Period 391,785      
Accumulated Depreciation (A/D) 149,059      
Real Estate Investment Property, Net $ 242,726      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 2001 / 2007 / 2015      
Depreciable Life 50 years      
The Gardens on El Paseo [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 23,500      
Buildings, Improvements, and Equipment, Initial Cost to Company 131,858      
Cost Capitalized Subsequent to Acquisition 14,365      
Land, Gross Amount at Which Carried at Close of Period 23,500      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 146,223      
Total, Gross Amount at Which Carried at Close of Period 169,723      
Accumulated Depreciation (A/D) 33,386      
Real Estate Investment Property, Net 136,337      
Encumbrances      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 1998 / 2010      
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Date Acquired Dec. 28, 2011      
Depreciable Life 48 years      
Great Lakes Crossing Outlets [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 15,506      
Buildings, Improvements, and Equipment, Initial Cost to Company 188,773      
Cost Capitalized Subsequent to Acquisition 77,840      
Land, Gross Amount at Which Carried at Close of Period 15,506      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 266,613      
Total, Gross Amount at Which Carried at Close of Period 282,119      
Accumulated Depreciation (A/D) 140,261      
Real Estate Investment Property, Net 141,858      
Encumbrances $ 193,515      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 1998      
Depreciable Life 50 years      
The Mall at Green Hills [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 48,551      
Buildings, Improvements, and Equipment, Initial Cost to Company 332,261      
Cost Capitalized Subsequent to Acquisition 237,314      
Land, Gross Amount at Which Carried at Close of Period 48,551      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 569,575      
Total, Gross Amount at Which Carried at Close of Period 618,126      
Accumulated Depreciation (A/D) 98,115      
Real Estate Investment Property, Net 520,011      
Encumbrances $ 150,000      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 1955 / 2011 / 2019      
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Date Acquired Dec. 28, 2011      
Depreciable Life 40 years      
International Market Place [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Buildings, Improvements, and Equipment, Initial Cost to Company $ 539,924      
Cost Capitalized Subsequent to Acquisition 14,007      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 553,931      
Total, Gross Amount at Which Carried at Close of Period 553,931      
Accumulated Depreciation (A/D) 101,235      
Real Estate Investment Property, Net 452,696      
Encumbrances $ 250,000      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 2016      
Depreciable Life 50 years      
The Mall of San Juan [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 17,617      
Buildings, Improvements, and Equipment, Initial Cost to Company 476,742      
Cost Capitalized Subsequent to Acquisition 21,183      
Land, Gross Amount at Which Carried at Close of Period 17,617      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 497,925      
Total, Gross Amount at Which Carried at Close of Period 515,542      
Accumulated Depreciation (A/D) 91,654      
Real Estate Investment Property, Net 423,888      
Encumbrances      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 2015      
Depreciable Life 50 years      
The Mall at Short Hills [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 25,114      
Buildings, Improvements, and Equipment, Initial Cost to Company 167,595      
Cost Capitalized Subsequent to Acquisition 271,485      
Land, Gross Amount at Which Carried at Close of Period 25,114      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 439,080      
Total, Gross Amount at Which Carried at Close of Period 464,194      
Accumulated Depreciation (A/D) 220,912      
Real Estate Investment Property, Net 243,282      
Encumbrances $ 1,000,000      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 1980 / 1994 / 1995 / 2011      
Depreciable Life 40 years      
Taubman Prestige Outlets Chesterfield [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 16,079      
Buildings, Improvements, and Equipment, Initial Cost to Company 3,697      
Cost Capitalized Subsequent to Acquisition      
Land, Gross Amount at Which Carried at Close of Period 16,079      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 3,697      
Total, Gross Amount at Which Carried at Close of Period 19,776      
Accumulated Depreciation (A/D)      
Real Estate Investment Property, Net $ 19,776      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 2013      
Depreciable Life 50 years      
Twelve Oaks Mall [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 25,410      
Buildings, Improvements, and Equipment, Initial Cost to Company 190,455      
Cost Capitalized Subsequent to Acquisition 108,500      
Land, Gross Amount at Which Carried at Close of Period 25,410      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 298,955      
Total, Gross Amount at Which Carried at Close of Period 324,365      
Accumulated Depreciation (A/D) 188,181      
Real Estate Investment Property, Net 136,184      
Encumbrances $ 292,311      
SEC Schedule III, Real Estate and Accumulated Depreciation, Date of Opening / Expansion(s) 1977 / 1978 / 2007 / 2008      
Depreciable Life 50 years      
Assets under CDD Obligations [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 3,969      
Buildings, Improvements, and Equipment, Initial Cost to Company 58,512      
Cost Capitalized Subsequent to Acquisition 1,889      
Land, Gross Amount at Which Carried at Close of Period 3,969      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 60,401      
Total, Gross Amount at Which Carried at Close of Period 64,370      
Accumulated Depreciation (A/D) 38,133      
Real Estate Investment Property, Net 26,237      
Construction In Process And Development Pre Construction Costs [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company 8,058      
Buildings, Improvements, and Equipment, Initial Cost to Company      
Cost Capitalized Subsequent to Acquisition 94,796      
Land, Gross Amount at Which Carried at Close of Period 8,058      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 94,796      
Total, Gross Amount at Which Carried at Close of Period 102,854      
Real Estate Investment Property, Net 102,854      
Encumbrances      
Office Facilities [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company 5,123      
Buildings, Improvements, and Equipment, Initial Cost to Company 12,519      
Cost Capitalized Subsequent to Acquisition 51,564      
Land, Gross Amount at Which Carried at Close of Period 5,123      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 64,083      
Total, Gross Amount at Which Carried at Close of Period 69,206      
Accumulated Depreciation (A/D) 29,201      
Real Estate Investment Property, Net 40,005      
Encumbrances $ 12,000      
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Date Acquired Feb. 28, 2014      
Depreciable Life 35 years      
Peripheral Land [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Land, Initial Cost of Company $ 16,994      
Land, Gross Amount at Which Carried at Close of Period 16,994      
Total, Gross Amount at Which Carried at Close of Period 16,994      
Real Estate Investment Property, Net 16,994      
Other Property [Member]        
Real Estate and Accumulated Depreciation [Line Items]        
Buildings, Improvements, and Equipment, Initial Cost to Company 21,729      
Buildings, Improvements, and Equipment, Gross Amount at Which Carried at Close of Period 21,729      
Total, Gross Amount at Which Carried at Close of Period 21,729      
Accumulated Depreciation (A/D) 3,249      
Real Estate Investment Property, Net $ 18,480      
v3.19.3.a.u2
Real Estate and Accumulated Depreciation Changes in Total Real Estate Assets and Accumulated Depreciation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Real Estate and Accumulated Depreciation [Line Items]      
Real Estate Investment Property, Accumulated Depreciation $ 1,514,992 $ 1,404,692  
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Initial Cost of Building and Improvements 2,721,584    
Tax Basis of Investments, Cost for Income Tax Purposes 5,176,000    
Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]      
Balance, beginning of year 4,717,569 4,461,045 $ 4,173,954
New development and improvements 172,027 306,032 320,977
Disposals/Write-offs (158,535) (49,508) (33,886)
Balance, end of year 4,731,061 4,717,569 4,461,045
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]      
Balance, beginning of year (1,404,692) (1,276,916) (1,147,390)
Disposals/Write-offs 62,661 27,357 31,565
Depreciation (172,960) (155,133) (161,091)
Balance, end of year (1,514,992) $ (1,404,692) $ (1,276,916)
Assets under CDD Obligations [Member]      
Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation, Initial Cost of Building and Improvements 58,512    
Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward]      
Balance, end of year 64,370    
Reconciliation of Real Estate Accumulated Depreciation [Roll Forward]      
Balance, end of year (38,133)    
Taubman Prestige Outlets Chesterfield [Member]      
Real Estate and Accumulated Depreciation [Line Items]      
Real Estate Investment Property, Accumulated Depreciation $ 0