form11k.htm
 

 
UNITED STATES
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

(Mark One)
 
x    Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

Or


o    Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from ________________to_________________

Commission file number 1-11530

 
     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 48304-2324.


 
 
 






THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN




Financial Statements as of
December 31, 2008 and 2007, and
for the Year Ended December 31, 2008,
Supplemental Schedule as of December 31, 2008,
and Report of Independent Registered Public Accounting Firm





 
 
 

TABLE OF CONTENTS

Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                        1

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007,
AND FOR THE YEAR ENDED DECEMBER 31, 2008:

Statements of Net Assets Available for Benefits                                       2
Statement of Changes in Net Assets Available for Benefits                                3
Notes to Financial Statements                                                                                                                                   4 - 10

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2008 -

Form 5500 Schedule H, Part IV, Line 4i - Schedule of Assets
(held at end of year)                                                                                                                                        11



 
 
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





The Participants and Plan Administrator
The Taubman Company and
Related Entities Employee
Retirement Savings Plan:

 
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, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 Taubman Company and Related Entities Employee Retirement Savings Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.
 
 
Our audits were performed 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.  This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 


KPMG LLP

Chicago, Illinois
June 4, 2009



 

 
1
 
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE RETIREMENT SAVINGS PLAN




STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 

   
December 31
  
   
2008
    
2007
  
ASSETS:
            
  Investments at fair value (Notes 3 and 4)
   $ 85,595,181     $ 115,967,484  
  Contributions receivable from participants
     96,438       93,434  
  Contributions receivable from employer
     103,211       93,097  
Net assets available for benefits at fair value
     85,794,830       116,154,015  
                 
  Adjustment from fair value to contract value for
                
  fully benefit-responsive investment contracts
     292,248       (162,075 )
                 
NET ASSETS AVAILABLE FOR BENEFITS
   $ 86,087,078     $ 115,991,940  

















 


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, 2008 

NET ASSETS AVAILABLE FOR BENEFITS AT THE BEGINNING OF
  THE YEAR
   $ 115,991,940  
         
ADDITIONS:
        
  Participant contributions
     3,838,333  
  Employer contributions
     2,600,387  
  Investment income-
        
    Interest and dividends
     3,459,392  
  Net depreciation in fair value of investments (Note 3)
     (32,168,221 )
  Loan interest income
     100,436  
  Other income
     57,530  
    Total additions
     (22,112,143 )
         
DEDUCTIONS-
        
  Benefit payments and withdrawals
     7,792,719  
    Total deductions
     7,792,719  
         
NET ASSETS AVAILABLE FOR BENEFITS AT THE END OF THE YEAR
   $ 86,087,078  




























See notes to financial statements.

3
 
 
 
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE RETIREMENT SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2008 AND 2007



1.      THE PLAN

The Taubman 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 salary reduction agreements. The Plan has been amended and restated several times, the latest restatement being January 1, 2007, to comply with tax regulations and enhance benefits.

In December 2008, the Plan was amended to clarify certain roles and responsibilities of the Board of Directors of Taubman Centers, Inc. and its Compensation Committee in overseeing, managing, amending, and/or revoking the Plan, as well as to make certain other administrative and technical clarifications.   Subsequent to year-end, the Plan was further amended to reduce participants' eligibility period for matching contributions to 90 days from one year, effective March 1, 2009.

The following description of the Plan provides only general information.  Participants should refer to the Plan document for a more complete description of the Plan.

The Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA).

Related Entities - These are affiliated companies, which have approved the Plan and have been accepted for participation by The Taubman Company (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 90 consecutive days of employment.  An individual who is employed as an on-call or temporary employee is eligible to participate in the Plan if the individual completes 1,000 hours of service in a Plan year.  As of December 31, 2008 and 2007, there were 879 and 864 participants, respectively, in the Plan.

Basic Employee Contributions - A participant who elects to contribute to the Plan may make basic contributions from 3% to 25% of compensation, subject to the limitations specified in the Plan and by tax regulations.  The maximum contribution of 25% is subject to the results of the actual deferral percentage test as defined in the Plan and, therefore, can vary from year to year. Effective October 1, 2002, all employees who are eligible to make employee contributions under the Plan and who have attained age 50 before the close of the Plan year are eligible to make catch-up contributions in accordance with and subject to the limitations of Section 414(v) of the Internal Revenue Code.  In addition, contributions may be rolled over from other qualified pension or profit-sharing plans. No after-tax contributions are permitted.














 

 
4
 
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE RETIREMENT SAVINGS PLAN


Employer Matching and Supplemental  Contributions – A  participant is eligible to receive Employer Matching Contributions and Employer Supplemental Contributions on the first day of the month after the employee completes one year of service (effective March 1, 2009 only 90 days of service is required).  A monthly employer matching contribution and supplemental contribution, subject to the limitations specified in the Plan and by tax regulations, is made by the applicable participating company.  The amount contributed is based on the employee contribution percentage according to the following schedule:



Employee
Contribution
Percentage
Employer
Contribution
Percentage
   0%
   2%
3
3
4
4
5
5
6
6
7 or more
7




The Company also makes an employer contribution for participants whose total compensation exceeds the Social Security wage base (up to a maximum 2% of such “excess” compensation) subject to limitations specified in the Plan by tax regulations.

Vesting - Other than employer contributions, participant account balances are 100% vested.  Employer contributions are vested as follows:
Full Years
of Service
Vesting
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 age 65, or upon death or disability or a change of control of the Company (as defined in the Plan) while employed.

Forfeitures - Nonvested contributions become forfeitable at the point the participant terminates employment. At the earlier of the date the terminated participant takes a distribution of his vested Plan account monies or a five-year break in company service, the forfeitable amount is forfeited.  Forfeitures reduce the cash required by the participating companies to fund their contributions.  Forfeitures arising from the termination of participants who are not fully vested at the time of their termination are allocated as part of the matching contributions for the plan year.  The forfeitures amount was $39,915 for 2008.

Allocations - Each participant's account is credited with the participant's and employer contributions and allocations of investment earnings. Allocations are based on participant earnings or account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.  Participant accounts are valued daily.








 

 
5
 
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE RETIREMENT SAVINGS PLAN


Participant Loans - A participant may have a maximum of two loans, with only one obtained during any 12 month period, at rates so stipulated by the Plan's administrative committee.  The minimum loan amount is $500.  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.  A loan must be repaid within 5 years, with the exception that a loan to acquire a principal residence may be repaid over 10 years.  Loans are repaid through automatic payroll deductions.

Withdrawals - A participant may withdraw at any time an amount, if any,  from his prior voluntary after-tax contribution balance, rollover balance, or prior Company “profit sharing” contributions balance. A participant who has attained age 65 may also withdraw all types of amounts credited to his Plan account.

Once during any 12 month period, a participant may request a hardship withdrawal from his employee 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 6 months.

Benefit Payments - A participant's account becomes payable in a lump sum following termination of employment as soon as the paperwork is submitted to the record keeper.  If the participant is disabled or has attained age 59 ½, benefits over $1,000 are payable in a lump sum, or, alternatively, fixed periodic payments, as selected by the participant and subject to the Plan’s specified period maximums.  All vested benefits transfer to beneficiaries upon death of the participant.

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, with the exception of the Vanguard Retirement Savings Trust. The investment in the Vanguard Retirement Savings Trust is stated at fair value with the related adjustment amount to/from contract value disclosed in the Statements of Net Assets Available for Benefits as required by Financial Accounting Standards Board Staff Position AAG INV-1 and Statement of Position 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP) for fully benefit-responsive investment contracts.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis for the Vanguard Retirement Savings Trust.  See Note 4 for further information regarding valuation of the Plan’s investments.

Net Appreciation/Depreciation on Investments - Includes net unrealized gains and losses in accordance with the policy of stating investments at fair value.

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 – Administrative expenses of the Plan are paid by the participating companies.






 

 
6
 
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE RETIREMENT SAVINGS PLAN


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 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 change could materially affect the amounts reported in the financial statements.

3.      INVESTMENTS

Vanguard Fiduciary Trust Company is the Plan Trustee.  Vanguard Group of Investment Companies, as agent for the Plan Trustee, is the record-keeper 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 Participant Loans, the following Plan investments are held by Vanguard, the fund manager and trustee.  Investments are summarized by category in the following table, with investments representing 5% or more of the Plan's net assets at the beginning of the year separately identified.

   
December 31
  
   
2008
    
2007
  
Investments at fair value:
            
Retirement Savings Trust
   $ 22,354,664 *   $ 21,420,118 *
                 
Company Stock – Taubman Stock Fund
   $ 2,234,882     $ 4,444,277  
                 
Registered Investment Companies:
                
  Bond -
                
    Total Bond Market Index Fund Investor
   $ 8,808,547 *   $ 6,467,972 *
  Balanced -
                
    Wellington Fund Investor
     9,298,905 *     13,046,989 *
  Domestic Equity:
                
    500 Index Fund Signal Shares
     17,497,906 *     29,350,492 *
    Explorer Fund Investor
     2,687,516       5,237,107  
    Small-Cap Index Fund Investor
     2,230,359       3,861,531  
    Target Retirement 2005 Fund
     62,496       585,992  
    Target Retirement 2010 Fund
     218,967       555,470  
    Target Retirement 2015 Fund
     2,045,412       2,260,038  
    Target Retirement 2020 Fund
     557,027       345,187  
    Target Retirement 2025 Fund
     617,729       551,065  
    Target Retirement 2030 Fund
     375,619       481,489  
    Target Retirement 2035 Fund
     151,619       151,634  
    Target Retirement 2040 Fund
     75,367       63,056  
    Target Retirement 2045 Fund
     47,805       49,552  
    Target Retirement 2050 Fund
     179,877       191,192  
    Target Retirement Income
     100,883       101,933  
    Growth Index Fund Investor
     3,639,816       5,874,162 *
    Extended Market Index Fund Investor
     1,801,519       3,050,341  
    Value Index Fund Investor
     2,350,645       3,449,862  
  Foreign Equity -
                
    International Growth Fund Investor
     4,364,560 *     8,164,631 *
  REIT Portfolio -  REIT Index Fund Investor
     2,480,668       4,896,093  
    Total Registered Investment Companies
   $ 59,593,242     $ 88,735,788  
                 
  Participant Loans
     1,412,393       1,367,301  
    $ 85,595,181     $ 115,967,484  

* Represents 5% or more of net assets available for benefits.

The contract value of the Retirement Savings Trust was $22,646,912 and $21,258,043 as of December 31, 2008 and 2007, respectively.
 

 
7
 
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE RETIREMENT SAVINGS PLAN


Net appreciation (depreciation) in fair value of investments (including investments bought, sold, and held) for the year ended December 31, 2008 is as follows:

Bond -
      
  Total Bond Market Index Fund Investor
   $ 8,412  
Balanced -
        
  Wellington Fund Investor
     (3,217,359 )
Domestic Equity:
        
  500 Index Fund Signal Shares
     (11,013,085 )
  Explorer Fund Investor
     (1,954,818 )
  Small-Cap Index Fund Investor
     (1,337,720 )
  Target Retirement 2005 Fund
     (30,947 )
  Target Retirement 2010 Fund
     (66,134 )
  Target Retirement 2015 Fund
     (709,939 )
  Target Retirement 2020 Fund
     (155,256 )
  Target Retirement 2025 Fund
     (223,542 )
  Target Retirement 2030 Fund
     (181,180 )
  Target Retirement 2035 Fund
     (71,674 )
  Target Retirement 2040 Fund
     (30,088 )
  Target Retirement 2045 Fund
     (21,442 )
  Target Retirement 2050 Fund
     (34,069 )
  Target Retirement Income
     (57,675 )
  Extended Market Index Fund Investor
     (1,210,406 )
  Value Index Fund Investor
     (1,362,515 )
  Growth Index Fund Investor
     (2,450,825 )
Foreign Equity -
        
  International Growth Fund Investor
     (4,209,053 )
REIT Portfolio - REIT Index Fund Investor
     (1,882,269 )
Company Stock  - Taubman Stock Fund
     (1,956,637 )
    $ (32,168,221 )

4.
FAIR VALUE MEASUREMENTS

 
On January 1, 2008, the Plan adopted FASB Statement No. 157, Fair Value Measurements, as well as certain related FASB staff positions.  Statement No. 157 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.   When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

 
Statement No. 157 also establishes a fair value hierarchy for measurements of fair value as follows:

·  
Level 1 - quoted market prices in active markets for identical assets or liabilities
·  
Level 2 – inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
·  
Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities





 

 
8
 
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE RETIREMENT SAVINGS PLAN


As of December 31 2008, the Plan’s investments measured at fair value consisted of the following instruments and classifications within the fair value hierarchy:

   
Fair Value Measurements Using Input Type
        
   
Level 1
    
Level 2
    
Level 3
    
Total
  
Investments in Registered Investment Companies
   $ 59,593,242       -       -     $ 59,593,242  
Taubman Stock Fund
     2,234,882       -       -       2,234,882  
Vanguard Retirement Savings Trust
     -       22,354,664       -       22,354,664  
Participant Loans
     -       -       1,412,393       1,412,393  
     Total
   $ 61,828,124     $ 22,354,664     $ 1,412,393     $ 85,595,181  


The Plan employs the following approaches in valuing its investments:

·  
Investments in registered investment companies are valued using quoted market prices, as all have active markets.
·  
The Taubman Stock Fund consists of common stock of Taubman Centers, Inc. and cash and/or money market investments sufficient to help accommodate daily transactions and is valued using quoted market prices.
·  
The Vanguard Retirement Savings Trust is a collective investment trust fund that invests solely in the Vanguard Retirement Savings Master Trust.   The underlying investments of the Master Trust are primarily in pools of investment contracts that are issued by insurance companies and commercial banks and in contracts that are backed by high-quality bonds, bond and securities trusts, and mutual funds.  The investments of the Master Trust are valued based on the aggregate market values of the applicable bonds, bond and securities trusts, and other investments.
·  
Participant loans are valued at their outstanding balances, which approximates fair value.

 
Below is a summary of changes in the fair value of the Plan’s Level 3 investments for the year ended December 31, 2008:

   
Participant Loans
  
Balance as of January 1, 2008
   $ 1,367,301  
Issuances, repayments, and settlements, net
     45,092  
Balance as of December 31, 2008
   $ 1,412,393  

5.
TERMINATION OF THE PLAN

Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA.  In accordance with the Plan, if a participating company withdraws from or terminates the Plan as to its employees, 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.










 

 
9
 
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE RETIREMENT SAVINGS PLAN


6.
TAX STATUS

The Internal Revenue Service has determined and informed the Company by letter dated February 12, 2009, that the Plan, as amended and restated effective as of January 1, 2007 and subsequently amended in March 2007, 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 Internal Revenue Code.  Although the Plan has been amended subsequent to the dates covered by this determination letter, the Company believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.

7.   RELATED-PARTY TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Vanguard Fiduciary Trust Company. Vanguard Fiduciary Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.  These transactions are, however, exempt from ERISA’s prohibited transaction rules by virtue of a Class Exemption issued by the Department of Labor.





















10


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, 2008
Plan Number                                                                           001     001

NAME OF ISSUER
NAME OF INVESTMENT
  
CURRENT VALUE
  
         
*  Vanguard
Retirement Savings Trust
   $ 22,354,664  
*  Vanguard
500 Index Fund Signal Shares
     17,497,906  
*  Vanguard
Wellington Fund Investor
     9,298,905  
*  Vanguard
Total Bond Market Index Fund Investor
     8,808,547  
*  Vanguard
International Growth Fund Investor
     4,364,560  
*  Vanguard
Growth Index Fund Investor
     3,639,816  
*  Vanguard
Explorer Fund Investor
     2,687,516  
*  Vanguard
REIT Index Fund Investor
     2,480,668  
*  Vanguard
Value Index Fund Investor
     2,350,645  
*  Taubman Centers, Inc.
Taubman Stock Fund
     2,234,882  
*  Vanguard
Small-Cap Index Fund Investor
     2,230,359  
*  Vanguard
Extended Market Index Fund Investor
     1,801,519  
*  Vanguard
Target Retirement 2005 Fund
     62,496  
*  Vanguard
Target Retirement 2010 Fund
     218,967  
*  Vanguard
Target Retirement 2015 Fund
     2,045,412  
*  Vanguard
Target Retirement 2020 Fund
     557,027  
*  Vanguard
Target Retirement 2025 Fund
     617,729  
*  Vanguard
Target Retirement 2030 Fund
     375,619  
*  Vanguard
Target Retirement 2035 Fund
     151,619  
*  Vanguard
Target Retirement 2040 Fund
     75,367  
*  Vanguard
Target Retirement 2045 Fund
     47,805  
*  Vanguard
Target Retirement 2050 Fund
     179,877  
*  Vanguard
Target Retirement Income
     100,883  
           
*  Loans to 132 participants
Participant borrowings against their individual account balances, interest rates from 4.25% to 9.25%, and maturing through August 2018
     1,412,393 **
           
Total
    
$
 85,595,181  

* Denotes party-in-interest

** Participant loans are valued at their outstanding balances, which approximates fair value.

See accompanying Report of Independent Registered Public Accounting Firm.










 


 
11
 


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 5th day of June, 2009.



 THE TAUBMAN COMPANY AND RELATED
 ENTITIES EMPLOYEE RETIREMENT
 SAVINGS PLAN



By:  Vanguard Fiduciary Trust Company,
as Trustee:



By: /s/ Dennis Simmons
 
______________________


Its:  Principal
______________________



 
 
 


EXHIBIT INDEX


     Exhibit
     Number                         Description

23           --         Consent of KPMG LLP