Employee Retirement Savings Plan
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(X) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
-
For the fiscal year ended December 31, 2001
Commission File Number 333-81577
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
The Taubman Company and Related Entities Employee Retirement Savings Plan.
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal
executive office: Taubman Centers, Inc., 200 East Long Lake Road, Suite 300, P. O. Box 200, Bloomfield
Hills, Michigan 48303-0200.
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
Financial Statements as of
December 31, 2001 and 2000, and
for the Year Ended December 31, 2001,
Supplemental Schedule as of
December 31, 2001,
and Independent Auditors' Report
TABLE OF CONTENTS
___________________________________________________________________________________________________________________________
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000,
AND FOR THE YEAR ENDED DECEMBER 31, 2001:
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 -8
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2001:
Form 5500 Schedule H, Part IV, Line 4i - Schedule of Assets
(held at end of year) 9
INDEPENDENT AUDITORS' REPORT
Plan Administrator
The Taubman Company and
Related Entities Employee
Retirement Savings Plan
Bloomfield Hills, Michigan
We have audited the accompanying statements of net assets available for benefits of The Taubman Company and
Related Entities Employee Retirement Savings Plan (the "Plan") as of December 31, 2001 and 2000, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial
statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net
assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets
available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a
whole. The supplemental schedule, listed in the Table of Contents, is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2001
financial statements and, in our opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Detroit, Michigan
June 11, 2002
1
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
___________________________________________________________________________________________________________________________
December 31
-----------------------------------
2001 2000
---- ----
ASSETS:
Investments (Note 3) $ 103,708,258 $ 112,902,128
Receivables from participant 317,523 311,216
Receivables from employer 240,943 231,350
---------------- -----------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 104,266,724 $ 113,444,694
================ =================
See notes to financial statements.
2
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2001
___________________________________________________________________________________________________________________________
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT THE
BEGINNING OF THE YEAR $ 113,444,694
----------------
ADDITIONS:
Basic employee contributions 4,070,632
Employer contributions 2,751,980
Investment income:
Interest and dividend 3,416,793
Net depreciation in fair value of
investments (Note 3) (8,560,046)
Loan interest income 254,762
----------------
Total additions $ 1,934,121
DEDUCTIONS -
Benefit payments and withdrawals $ 11,112,091
----------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT THE
END OF THE YEAR $ 104,266,724
================
See notes to financial statements.
3
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
___________________________________________________________________________________________________________________________
1. THE PLAN
The Taubman Company (Company) and Related Entities Employee Retirement Savings Plan (Plan) is designed to
enable certain employees of the participating companies to systematically save funds to supplement their
retirement incomes through a salary reduction agreement. The Plan has been amended and restated several
times, the latest amendment and restatement being January 1, 2001, to comply with tax regulations and
enhance benefits.
Related Entities - These are affiliated companies which have approved the Plan and have been accepted for
participation by the Company.
Participants - Employees of the Company and Related Entities become participants if they are not covered by
a collective bargaining agreement, are 21 years old, and have completed their probationary period. Entry is
permitted monthly on the first day of the month following the one-year probationary period. An individual
who is employed as an on-call or temporary employee shall be eligible to participate in the Plan if the
individual completes 1,000 hours of service in a Plan year. As of December 31, 2001 and 2000, there were
1,489 and 1,516 participants, respectively, in the Plan.
Basic Employee Contributions - A participant who elects to contribute to the Plan may make basic
contributions from 3% to 14% of compensation, subject to the limitations specified in the Plan and by tax
regulations. The maximum contribution of 14% is subject to the results of the actual deferral percentage
test as defined in the Plan and, therefore, can vary from year to year. Voluntary participant contributions
in excess of the basic contribution are not permitted. In addition, contributions may be rolled over from
other qualified pension or profit-sharing plans at the discretion of the Plan's administrative committee.
No after-tax contributions are permitted except to recharacterize employee contributions in order to satisfy
the nondiscrimination tests.
Employer Contributions - A monthly employer contribution, subject to the limitations specified in the Plan
and by tax regulations, is made by the applicable participating company. The amount contributed is the
following percentage of compensation:
Basic Employer
Contribution Contribution
Percentage Percentage
0% 2%
3 3
4 4
5 5
6 6
7 or more 7
The Company also makes a supplemental employer contribution subject to limitations specified in the Plan and
by tax regulations.
4
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
Vesting - Other than company contributions, participant account balances are 100% vested. Company
contributions are vested as follows:
Full Years
of Vesting
Service Percentage
1 10%
2 30
3 50
4 70
5 or more 100
Participants receive a year of vesting service as of each anniversary of their hire date. The employee
becomes fully vested at retirement age, defined by the Plan as 65, or upon death or disability while
employed.
Forfeitures - Nonvested contributions become forfeitures at the point the participant terminates
employment. Forfeitures reduce the cash required by the participating companies to fund their contributions.
Allocations - Participants' accounts are valued daily.
Participant Loans - A participant may have a maximum of two loans, one obtained during any 12 month period,
at rates so stipulated by the Plan's administrative committee. The sum of all loans to a participant cannot
exceed the lesser of 50 percent of the total vested accrued benefits of the participant or $50,000 reduced
by the highest outstanding balance of loans during the one-year period ending on the day before the loan is
granted. Plan earnings are not allocated to the portion of the participant's account balance borrowed.
However, interest paid by the participant is credited to the individual participant's account balances.
Withdrawals - A participant may withdraw an amount from his voluntary contribution balance, rollover, or
prior Trust balance. A participant who has attained age 65 may also withdraw amounts credited to his
Elective Deferral Account, Employer Matching Contribution Account, and Supplemental Employer Contribution
Account.
Once during any 12 month period, a participant may request a hardship withdrawal from his basic
contribution account or, if fully vested, his employer contribution accounts as defined in the Plan. The
hardship withdrawal must be approved by the administrative committee and, once permitted, the participant
cannot contribute to the Plan during the following 12 months.
Benefit Payments - A participant's account becomes payable as soon as the paperwork is submitted to the
record keeper. Retirement benefits are payable in a lump-sum, fixed periodic payments, or an annuity, as
selected by the participant. Other benefit payments are made in lump-sum distributions. All vested
benefits transfer to beneficiaries upon death of the participant.
For a complete description of vesting and benefit provisions, reference should be made to the Plan document,
which is available to all participants.
5
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been prepared on the accrual basis of
accounting.
Investments - The investments of the Plan are stated at fair value, as determined by quoted market prices.
Net Appreciation/Depreciation on Investments includes net unrealized gains and losses in accordance with the
policy of stating investments at fair values.
Payment of Benefits - Benefits are recorded when paid.
Security Transactions - Purchases and sales are accounted for on the trade date. Interest and dividend
income are reported as earned on an accrual basis. Net gains and losses are computed using the average cost.
Administrative Expenses - All administrative expenses of the Plan are currently being paid by the
participating companies.
Use of Estimates - The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of net assets available for benefits and changes therein. Actual results
could differ from those estimates. The Plan utilizes various investment instruments. Investment securities,
in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due
to the level of risk associated with certain investment securities, it is reasonably possible that changes
in the values of investment securities will occur in the near term and that such changes could materially
affect the amounts reported in the financial statements.
6
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
3. INVESTMENTS
Vanguard Fiduciary Trust Company is the Plan Trustee. Vanguard Group of Investment Companies, as agent for
the Plan Trustee, is the recordkeeper and provider of investment funds for the Plan. The Plan enters into
transactions with parties-in-interest such as trustees or fund managers. With the exception of the
investment in Taubman Centers, Inc. - a company stock fund and the Participant Loans, the following Plan
investments are held by Vanguard, the fund manager and trustee. Investments are summarized by category
below, with investments representing 5% or more of the Plan's net assets at the beginning of the year
separately identified.
December 31
----------------------------
2001 2000
---- ----
Investments at fair value -
Retirement Savings Trust $ 24,789,036 * $ 22,154,180 *
Company Stock Fund -Taubman Centers, Inc. $ 1,448,991 $ 1,274,076
Registered Investment Companies:
Money Market Fund -
Prime Portfolio $ 3,178,336 $ 3,715,657
Bond Fund -
Long-Term Corporate Portfolio 2,805,173 1,615,757
Balanced Fund -
Wellington 11,568,500 * 11,561,938 *
Domestic Equity Funds -
Explorer 5,950,553 * 6,715,056 *
500 Portfolio Index Trust 35,681,693 * 43,190,910 *
Growth Index 3,849,479 4,985,593
U.S. Growth 3,739,440 6,181,448 *
Small-Cap Index 1,499,416 1,433,071
Extended Market Index 956,484 1,322,615
Value Index 786,006 551,889
Foreign Equity Fund -
International Growth 2,078,872 3,198,769
REIT Index Portfolio 2,726,314 2,065,616
---------------- -----------------
Total Registered Investment Companies $ 74,820,266 $ 86,538,319
Participant Loans 2,649,965 2,935,553
---------------- -----------------
$ 103,708,258 $ 112,902,128
================ =================
* Represents 5% or more of net assets available for benefits.
7
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
3. INVESTMENTS - CONTINUED
Net Appreciation (Depreciation) in fair value of Investments for the year ended December 31, 2001 is as
follows:
Bond Fund -
Long-Term Corporate Portfolio $ 48,896
Balanced Fund -
Wellington (387,393)
Domestic Equity Funds -
Explorer (25,769)
500 Portfolio Index Trust (5,460,017)
Growth Index (677,036)
U.S. Growth (1,724,317)
Small-Cap Index 13,662
Extended Market Index (117,283)
Value Index (179,663)
Foreign Equity Fund -
International Growth (642,919)
REIT Index Portfolio 98,182
Company Stock Fund 493,611
---------------
$ (8,560,046)
================
4. TERMINATION OF THE PLAN
In accordance with the Plan, if a participating company withdraws from or terminates the Plan, all employees
of such company will become fully vested in their contribution account balances. In the event of
termination, the administrative committee, in its sole discretion, may direct payment of such amounts in
cash, in assets of the Plan, or in the form of immediate or deferred payment annuity contracts.
5. INTERNAL REVENUE SERVICE STATUS
The Internal Revenue Service has determined and informed the Company by letter dated February 16, 1995, that
the Plan, as amended and restated on January 1, 1994, meets the requirements of Sections 401(a) and 401(k)
of the Internal Revenue Code and is exempt from federal income tax under Section 501(a) of the Code.
The Company has applied to the Internal Revenue Service for a determination letter as to whether the Plan,
as amended and restated on January 1, 2001, meets the requirements of Sections 401(a) and 401(k) of the
Internal Revenue Code, and whether the Plan is exempt from federal income tax under Section 501(a) of the
Code. In management's opinion, the Plan continues to be administered in accordance with the requirements of
such sections.
6. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Vanguard Fiduciary Trust. Vanguard Fiduciary
Trust is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest
transactions.
8
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD at end of year)
FORM 5500 SCHEDULE H, Part IV, Line 4i Employer Number 38-3081510
AS OF DECEMBER 31, 2001 Plan Number 001
_______________________________________________________________________________________________________________________________
NAME OF ISSUER DESCRIPTION OF INVESTMENTS CURRENT VALUE
* Vanguard 500 Portfolio Index Trust
Stock Fund $ 35,681,693
* Vanguard Retirement Savings Trust 24,789,036
* Vanguard Wellington, Stock and Bond
Balanced Fund 11,568,500
* Vanguard Explorer, Stock Fund 5,950,553
* Vanguard Extended Market Index Trust,
Stock Fund 956,484
* Vanguard Growth Index Trust, Stock Fund 3,849,479
* Vanguard Prime Portfolio, Money
Market Fund 3,178,336
* Vanguard Long-Term Corporate Portfolio
Bond Fund 2,805,173
* Taubman Centers, Inc. Company Stock Fund 1,448,991
* Vanguard International Growth, Stock Fund 2,078,872
* Vanguard U.S. Growth, Stock Fund 3,739,440
* Vanguard Small Cap, Stock Fund 1,499,416
* Vanguard REIT Index Portfolio, Real Estate Fund 2,726,314
* Vanguard Value Index Trust Stock Fund 786,006
* Loans to 308 participants Participant borrowings against their
individual account balances,
interest rates from 5.75% to
10.5% and maturing through
July 2011 2,649,965
---------------
Total $ 103,708,258
===============
* Denotes party-in-interest
9
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized on the 26th day of June, 2002.
THE TAUBMAN COMPANY AND RELATED
ENTITIES EMPLOYEE RETIREMENT
SAVINGS PLAN
By: Vanguard Fiduciary Trust Company,
as Trustee:
By: /s/ Dennis Simmons
----------------------------------
Its: Principal
-----------------------------------
10
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
EXHIBIT INDEX
Exhibit
Number Description
23 -- Consent of Deloitte & Touche LLP
11