UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d) OF THESECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20212023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No:.001-14469
(Simon Property Group, Inc.)
Commission File No:001-36110
(Simon Property Group, L.P.)
SIMON PROPERTY GROUP, INC.
SIMON PROPERTY GROUP, L.P.
(Exact name of registrant as specified in its charter)
| | |
Delaware incorporation |
| 04-6268599 |
225 West Washington Street
Indianapolis, Indiana 46204
(Address of principal executive offices) (ZIP Code)
(317) 636-1600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | |
| | Title of each class |
| Trading Symbols |
| Name of each exchange on which registered |
Simon Property Group, Inc. | | Common stock, $0.0001 par value | | SPG | | New York Stock Exchange |
Simon Property Group, Inc. | | 83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value | | SPGJ | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrantregistrant is a well-known seasoned issuer (asas defined in Rule 405 of the Securities Act).Act.
Simon Property Group, Inc. Yes ☒ No ◻ | Simon Property Group, L.P. Yes ⌧ No ◻ |
Indicate by check mark if the Registrantregistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Simon Property Group, Inc. Yes ◻ No ☒ | Simon Property Group, L.P. Yes ◻ No ⌧ |
Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Simon Property Group, Inc. Yes ☒ No ◻ | Simon Property Group, L.P. Yes ⌧ No ◻ |
Indicate by check mark whether the Registrantregistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Simon Property Group, Inc. Yes ☒ No ◻ | Simon Property Group, L.P. Yes ⌧ No ◻ |
Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):Act:
| | | |
Simon Property Group, Inc.: | | | |
Large accelerated filer ☒ | Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company |
| | Emerging growth company | |
Simon Property Group, L.P.: | | | |
Large accelerated filer ◻ | Accelerated filer ◻ | Non-accelerated filer ☒ | Smaller reporting company |
| | Emerging growth company |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| | | |
| Simon Property Group, Inc. ◻ | | Simon Property Group, L.P. ◻ |
Indicate by check mark whether the Registrantregistrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Simon Property Group, Inc. | Simon Property Group, L.P. ☒ |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the corrections of an error to previously issued financial statements.
Simon Property Group, Inc. ◻ | Simon Property Group, L.P. |
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Simon Property Group, Inc. | Simon Property Group, L.P. ◻ |
Indicate by check mark whether the Registrantregistrant is a shell company (as defined in ruleRule 12-b of the Act).
Simon Property Group, Inc. Yes | Simon Property Group, L.P. Yes |
The aggregate market value of shares of common stock held by non-affiliates of Simon Property Group, Inc. was approximately $42,527$37,467 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2021.2023.
As of January 31, 2022,2024, Simon Property Group, Inc. had 328,588,111325,891,010 and 8,000 shares of common stock and Class B common stock outstanding, respectively.
Simon Property Group, L.P. had no publicly-traded voting equity as of June 30, 2021.2023. Simon Property Group, L.P. has no common stock outstanding.
Documents Incorporated By Reference
Portions of Simon Property Group, Inc.’s Proxy Statement in connection with its 20212024 Annual Meeting of Stockholders are incorporated by reference in Part III.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the annual period ended December 31, 20212023 of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership. Unless stated otherwise or the context otherwise requires, references to “Simon” mean Simon Property Group, Inc. and references to the “Operating Partnership” mean Simon Property Group, L.P. References to “we,” “us” and “our” mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership.
Simon is a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through the Operating Partnership, Simon’s majority-owned partnership subsidiary, for which Simon is the general partner. As of December 31, 2021,2023, Simon owned an approximate 87.4%87.0% ownership interest in the Operating Partnership, with the remaining 12.6%13.0% ownership interest owned by limited partners. As the sole general partner of the Operating Partnership, Simon has exclusive control of the Operating Partnership’s day-to-day management.
We operate Simon and the Operating Partnership as one business. The management of Simon consists of the same members as the management of the Operating Partnership. As general partner with control of the Operating Partnership, Simon consolidates the Operating Partnership for financial reporting purposes, and Simon has no material assets or liabilities other than its investment in the Operating Partnership. Therefore, the assets and liabilities of Simon and the Operating Partnership are the same on their respective financial statements.
We believe that combining the annual reports on Form 10-K of Simon and the Operating Partnership into this single report provides the following benefits:
● | enhances investors’ understanding of Simon and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
● | eliminates duplicative disclosure and provides a more streamlined presentation since substantially all of the disclosure in this report applies to both Simon and the Operating Partnership; and |
● | creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
We believe it is important for investors to understand the few differences between Simon and the Operating Partnership in the context of how we operate as a consolidated company. The primary difference is that Simon itself does not conduct business, other than acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments from time to time. In addition, Simon itself does not incur any indebtedness, as all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the Operating Partnership.
The Operating Partnership holds, directly or indirectly, substantially all of our assets, including our ownership interests in our joint ventures. The Operating Partnership conducts substantially all of our business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity issuances by Simon, which are contributed to the capital of the Operating Partnership in exchange for, in the case of common stock issuances by Simon, common units of partnership interest in the Operating Partnership, or units, or, in the case of preferred stock issuances by Simon, preferred units of partnership interest in the Operating Partnership, or preferred units, the Operating Partnership, directly or indirectly, generates the capital required by our business through its operations, the incurrence of indebtedness, proceeds received from the disposition of certain properties and joint ventures and the issuance of units or preferred units to third parties.
The presentation of stockholders’ equity, partners’ equity and noncontrolling interests are the main areas of difference between the consolidated financial statements of Simon and those of the Operating Partnership. The differences between stockholders’ equity and partners’ equity result from differences in the equity issued at the Simon and Operating Partnership levels. The units held by limited partners in the Operating Partnership are accounted for as partners’ equity in the Operating Partnership’s financial statements and as noncontrolling interests in Simon’s financial statements. The noncontrolling interests in the Operating Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in Simon’s financial statements include the same noncontrolling interests at the Operating Partnership level and, as previously stated, the units held by limited partners of the Operating Partnership. Although classified differently, total equity of Simon and the Operating Partnership is the same.
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To help investors understand the differences between Simon and the Operating Partnership, this report provides:
● | separate consolidated financial statements for Simon and the Operating Partnership; |
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● | a single set of notes to such consolidated financial statements that includes separate discussions of noncontrolling interests and stockholders’ equity or partners’ equity, accumulated other comprehensive income (loss) and per share and per unit data, as applicable; |
● | a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that also includes discrete information related to each entity; and |
● | separate Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities sections related to each entity. |
This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Simon and the Operating Partnership in order to establish that the requisite certifications have been made and that Simon and the Operating Partnership are each compliant with Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. §1350. The separate discussions of Simon and the Operating Partnership in this report should be read in conjunction with each other to understand our results on a consolidated basis and how management operates our business.
In order to highlight the differences between Simon and the Operating Partnership, the separate sections in this report for Simon and the Operating Partnership specifically refer to Simon and the Operating Partnership. In the sections that combine disclosure of Simon and the Operating Partnership, this report refers to actions or holdings of Simon and the Operating Partnership as being “our” actions or holdings. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures, holds assets and incurs debt, we believe that references to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business through the Operating Partnership.
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Simon Property Group, Inc.
Simon Property Group, L.P.
Annual Report on Form 10-K
December 31, 20212023
TABLE OF CONTENTS
Item No. |
| | Page No. |
| 5 | ||
1A. | | 11 | |
| 25 | ||
| 26 | ||
| 54 | ||
| 54 | ||
| 55 | ||
| 56 | ||
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 57 | |
| 77 | ||
| 78 | ||
| Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 135 | |
| 135 | ||
| 137 | ||
| Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 137 | |
| 137 | ||
| 137 | ||
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 137 | |
| Certain Relationships and Related Transactions and Director Independence | 137 | |
| 137 | ||
| 139 | ||
| 139 | ||
| | | |
145 |
Item No. |
| | Page No. |
| 5 | ||
1A. | | 11 | |
| 26 | ||
| 26 | ||
| 27 | ||
| 56 | ||
| 56 | ||
| 57 | ||
| 58 | ||
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 59 | |
| 77 | ||
| 78 | ||
| Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 135 | |
| 135 | ||
| 137 | ||
| Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 137 | |
| 137 | ||
| 137 | ||
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 137 | |
| Certain Relationships and Related Transactions and Director Independence | 137 | |
| 137 | ||
| 139 | ||
| 139 | ||
| | | |
146 |
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Part I
Item 1. | Business |
Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets. Unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P. References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.
We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of December 31, 2021,2023, we owned or held an interest in 199195 income-producing properties in the United States, which consisted of 9593 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 1513 other retail properties in 37 states and Puerto Rico. We also own an 80%84% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2021,2023, we had ownership interests in 3335 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada. As of December 31, 2021,2023, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe. We also own investments in retail operations (J.C. Penney and SPARC Group); an intellectual property and licensing venture (Authentic Brands Group, LLC, or ABG); an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.
For a description of our operational strategies and developments in our business during 2021,2023, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.
Other Policies
The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.
Investment Policies
While we emphasize equity real estate investments, we may also provide secured financing to or invest in equity or debt securities of other entities engaged in real estate activities or securities of other issuers consistent with Simon’s qualification as a REIT. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary for REIT qualification. These REIT limitations mean that Simon cannot make an investment that would cause its real estate assets to be less than 75% of its total assets. Simon must also derive at least 75% of its gross income directly or indirectly from investments relating to real property or mortgages on real property, including “rents from real property,” dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. In addition, Simon must also derive at least 95% of its gross income from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.
Subject to Simon’s REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies. Additionally we have and may in the future make investments in entities engaged in non-real estate activities, primarily through a taxable REIT subsidiary, similar to the investments we currently hold in certain retail operations.
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Financing Policies
Because Simon’s REIT qualification requires us to distribute at least 90% of its REIT taxable income, we regularly access the debt markets to raise the funds necessary to finance acquisitions, develop and redevelop properties, and refinance maturing debt. We must comply with the covenants contained in our financing agreements that limit our ratio of debt to total assets or market value, as defined. For example, the Operating Partnership’s lines of credit and the indentures
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for the Operating Partnership’s debt securities contain covenants that restrict the total amount of debt of the Operating Partnership to 65%, or 60% in relation to certain debt, of total assets, as defined under the related agreements, and secured debt to 50% of total assets. In addition, these agreements contain other covenants requiring compliance with financial ratios. Furthermore, the amount of debt that we may incur is limited as a practical matter by our desire to maintain acceptable ratings for the debt securities of the Operating Partnership. We strive to maintain investment grade ratings at all times for various business reasons, including their effect on our ability to access attractive capital, but we cannot assure you that we will be able to do so in the future.
If Simon’s Board of Directors determines to seek additional capital, we may raise such capital by offering equity or incurring debt, creating joint ventures with existing ownership interests in properties, entering into joint venture arrangements for new development projects, retaining cash flows or a combination of these methods. If Simon’s Board of Directors determines to raise equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. Simon’s Board of Directors may issue a number of shares up to the amount of our authorized capital or may issue units in any manner and on such terms and for such consideration as it deems appropriate. We may also raise additional capital by issuing common units of partnership interest in the Operating Partnership, or units. Such securities also may include additional classes of Simon’s preferred stock or preferred units of partnership interest in the Operating Partnership, or preferred units, which may be convertible into common stock or units, as the case may be. Existing stockholders and unitholders have no preemptive right to purchase shares or units in any subsequent issuances of securities by us. Any issuance of equity could dilute a stockholder’s investment in Simon or a limited partner’s investment in the Operating Partnership.
We expect most future borrowings will be made through the Operating Partnership or its subsidiaries. We might, however, incur borrowings through other entities that would be reloaned to the Operating Partnership. Borrowings may be in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of properties. Any such indebtedness may be secured or unsecured. Any such indebtedness may also have full or limited recourse to the borrower or be cross-collateralized with other debt, or may be fully or partially guaranteed by the Operating Partnership. We issue unsecured debt securities through the Operating Partnership, but we may issue other debt securities which may be convertible into common or preferred stock or be accompanied by warrants to purchase common or preferred stock. We also may sell or securitize our lease receivables. Although we may borrow to fund the payment of dividends, we currently have no expectation that we will regularly do so.
The Operating Partnership has a $4.0$5.0 billion unsecured revolving credit facility, or the Credit Facility, and a $3.5 billion supplemental unsecured revolving credit facility, or Supplemental Facility, or together, the Credit Facilities. The Credit Facility can be increased in the form of additional commitments in an aggregate amount not to exceed $1.0 billion, for a total aggregate size of $5.0$6.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. The initial maturity date of the Credit Facility is June 30, 2024.2027. The Credit Facility can be extended for two additional six-month periods to June 30, 2025,2028, at our sole option, subject to satisfying certain customary conditions precedent.
Borrowings under the Credit Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
The Supplemental Facility’s initial borrowing capacity of $3.5 billion may be increased to $4.5 billion during its term. The initial maturity date of the Supplemental Facility is January 31, 2026 and can be extended for an additional year to January 31, 2027 at our sole option, subject to our continued compliance with the terms thereof.
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Borrowings under the Supplemental Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650%
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and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
The Operating Partnership also has available a global unsecured commercial paper note program, or Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes are sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership’s other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities and, if necessary or appropriate, we may make one or more draws under the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program.
We may also finance our business through the following:
● | issuance of shares of common stock or preferred stock or warrants to purchase the same; |
● | issuance of additional units; |
● | issuance of preferred units; |
● | issuance of other securities, including unsecured notes and mortgage debt; |
● | draws on our Credit Facilities; |
● | borrowings under the Commercial Paper program; or |
● | sale or exchange of ownership interests in properties. |
The Operating Partnership may also issue units to contributors of properties or other partnership interests which may permit the contributor to defer tax gain recognition under the Internal Revenue Code.
We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property.
Mortgage financing instruments, however, typically limit additional indebtedness on such properties. Additionally, the Credit Facilities, our unsecured note indentures and other contracts may limit our ability to borrow and contain limits on mortgage indebtedness we may incur as well as certain financial covenants we must maintain.
Typically, we invest in or form special purpose entities to assist us in obtaining secured permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a single property, or on a group of properties, and generally requires us to provide a mortgage lien on the property or properties in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we create special purpose entities to own the properties. These special purpose entities, which are common in the real estate industry, are structured so that they would not be consolidated in a bankruptcy proceeding involving a parent company. We decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we include the outstanding securitized debt of special purpose entities owning consolidated properties as part of our consolidated indebtedness.
Conflict of Interest Policies
We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. Simon has adopted governance principles governing the function, conduct, selection, orientation and duties of its subsidiaries and Simon’s Board of Directors and the Company, as well as written charters for each of the standing
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Committees of Simon’s Board of Directors. In addition, Simon’s Board of Directors has a Code of Business Conduct and Ethics, which applies to all of its officers, directors, and employees and those of its subsidiaries. At least a majority of the members of Simon’s Board of Directors must qualify, and do qualify, as independent under the listing standards of the New York Stock Exchange, or NYSE, and cannot be affiliated with the Simon family, who are significant stockholders in Simon and/or unitholders in the Operating Partnership. In addition, the Audit and Compensation and Human Capital Committees of Simon’s Board of Directors are comprised entirely of independent members who meet the additional independence and financial expert requirements of the NYSE as required.
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The sale by the Operating Partnership of any property that it owns may have an adverse tax impact on the Simon family or other limited partners of the Operating Partnership. Any transaction between us and the Simon family, including property acquisitions, service and property management agreements and retail space leases, must be approved by the Company’s Audit Committee.
In order to avoid any conflict of interest, the Simon charter requires that at least three-fourths of Simon’s independent directors must authorize and require the Operating Partnership to sell any property it owns. Any such sale is subject to applicable agreements with third parties. A noncompetition agreement executed by Herbert Simon, Simon’s Chairman Emeritus, and a noncompetition agreement executed by David Simon, Simon’s Chairman, Chief Executive Officer and President, which remains in effect notwithstanding the expiration of David Simon’s employment agreement in 2019, contain covenants limiting their ability to participate in certain shopping center activities.
Policies With Respect To Certain Other Activities
We intend to make investments which are consistent with Simon’s qualification as a REIT, unless Simon’s Board of Directors determines that it is no longer in Simon’s best interests to so qualify as a REIT. Simon’s Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. Simon has authority to issue shares of its capital stock or other securities in exchange for property. We previously hadalso have authority to repurchase or otherwise reacquire Simon’s shares, the Operating Partnership’s units, or any other securities. On February 13, 2017,May 9, 2022, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan commencing on May 16, 2022, or the Repurchase Program, through March 31, 2019 and on February 11, 2019, Simon's Board of Directors authorized a new common stock repurchase plan.Program. Under the program, the Company couldmay purchase up to $2.0 billion of its common stock during the two-year period ending May 16, 2024 in open market or privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company’s sole discretion. On February 11, 2021. The8 ,2024, Simon’s Board of Directors authorized a new common stock repurchase program which replaces the existing Repurchase Program was not extended.immediately, where the Company may purchase up to $2.0 billion of its common stock over the next 24 months. As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon. Simon may also issue shares of its common stock, or pay cash at its option, to holders of units in future periods upon exercise of such holders’ rights under the partnership agreement of the Operating Partnership. Our policy prohibits us from making any loans to the directors or executive officers of Simon for any purpose. We may make loans to the joint ventures in which we participate. Additionally, we may make or buy interests in loans secured by real estate properties owned by others or make investments in companies that own real estate assets.
Competition
The retail real estate industry is dynamic and competitive. We compete with numerous merchandise distribution channels, including malls, outlet centers, community/lifestyle centers, and other shopping centers in the United States and abroad. We also compete with internet retailing sites and catalogs, including our tenants, which provide retailers with distribution options beyond existing brick and mortar retail properties. The existence of competitive alternatives, accelerated by the impact of COVID-19, could have a material adverse effect on our ability to lease space and on the level of rents we can obtain. This results in competition for both the tenants to occupy the properties that we develop and manage as well as for the acquisition of prime sites (including land for development and operating properties). We believe that there are numerous factors that make our properties highly desirable to retailers, including:
● | the quality, location and diversity of our properties; |
● | our management and operational expertise; |
● | our extensive experience and relationships with retailers, lenders and suppliers; |
● | our marketing initiatives and consumer focused strategic corporate alliances; and |
● | the sustainability of physical retail. |
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Certain Activities
During the past three years, we have:
● | issued |
● | issued |
● | purchased |
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● | issued |
● | redeemed |
● | amended the Credit Facility to transition the borrowing rates from LIBOR to successor benchmark indexes in November 2021; |
● | amended, restated, extended, and increased our existing $4.0 billion unsecured revolving credit facility on March 14, 2023 with a new $5.0 billion unsecured revolving credit facility. |
● | amended, restated, and extended the Supplemental Facility in October 2021; |
● | borrowed a maximum amount of |
● |
● | provided annual reports containing financial statements audited by our independent registered public accounting firm and quarterly reports containing unaudited financial statements to our security holders. |
Human Capital
At December 31, 2021,2023, we and our affiliates employed approximately 3,3003,000 persons at various properties and offices throughout the United States, of which approximately 900500 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, Indiana.
We believe our employees are the driving force behind our success. To ensure we continue to attract, develop and retain the best talent across the organization, we invest in our employees and provide equal opportunities. We offer a variety of ongoing talent programs that foster continual development, high performance and overall organizational effectiveness, including a series of leadership development programs. We conduct an annual talent-assessment process for selected business functions within our corporate and field organizations that includes plans for individual employee career development and long-term leadership succession, and also conduct an annual performance appraisal process for all regular employees.
We are focused on providing a work environment that is free from any form of discrimination or harassment for any protected class and also embraces principles of inclusiveness. We have implemented a sustainable diversity and inclusion strategy, including an internal policy, targeted solutions for employees and an annual process of assessment, action and evaluation led by our human resources department.
Our compensation program is designed to, among other things, attract, retain and motivate talented and experienced individuals using a mix of competitive salaries, bonuses, equity based awards and other benefits.
Government Regulations Affecting Our Properties
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. As of December 31, 2021,2023, we are not aware of any environmental conditions or material costs of complying with environmental or other regulations that would have a material adverse effect on our overall business, financial condition, or results of operations. However, it is possible that we are not aware of, or may become subject to, potential environmental liabilities or material costs of complying with governmental regulations that could be material. See further discussion in Item 1A. Risk Factors.
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Corporate Headquarters
Our corporate headquarters are located at 225 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is (317) 636-1600.
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Available Information
Simon is a large accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act) and is required, pursuant to Item 101 of Regulation S-K, to provide certain information regarding our website and the availability of certain documents filed with or furnished to the Securities and Exchange Commission, or the SEC. Our Internet website address is www.simon.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available or may be accessed free of charge through the “About Simon/Investor Relations” section of our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Internet website and the information contained therein or connected thereto are not, and are not intended to be, incorporated into this Annual Report on Form 10-K.
The following corporate governance documents are also available through the “About Simon/Investor Relations/ Governance” section of our Internet website or may be obtained in print form by request of our Investor Relations Department: Governance Principles, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation and Human Capital Committees Charter, and Governance and Nominating Committee Charter.
In addition, we intend to disclose on our Internet website any amendments to, or waivers from, our Code of Business Conduct and Ethics that are required to be publicly disclosed pursuant to rules of the SEC and the NYSE.
Information about our Executive Officers
The following table sets forth certain information with respect to Simon’s executive officers as of February 25, 2021.22, 2024.
| | | | |
Name |
| Age |
| Position |
David Simon |
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| Chairman of the Board, Chief Executive Officer and President |
John Rulli |
|
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| Chief Administrative Officer |
Steven E. Fivel |
|
|
| General Counsel and Secretary |
Brian J. McDade |
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| Executive Vice President and Chief Financial Officer | |
Adam J. Reuille | 49 | Senior Vice President and Chief Accounting Officer | ||
Donald G. Frey | |
| ||
| |
| ||
Kevin M. Kelly | | 43 | | Assistant General Counsel and Assistant Secretary |
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|
|
|
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The executive officers of Simon serve at the pleasure of Simon’s Board of Directors.
Mr. Simon has served as the Chairman of Simon’s Board of Directors since 2007, Chief Executive Officer of Simon or its predecessor since 1995 and assumed the position of President in 2019. Mr. Simon has also been a director of Simon or its predecessor since its incorporation in 1993. Mr. Simon was the President of Simon’s predecessor from 1993 to 1996. He is the nephew of Herbert Simon.
Mr. Rulli serves as Simon’s Chief Administrative Officer. Mr. Rulli joined Melvin Simon & Associates, Inc., or MSA, in 1988 and held various positions with MSA and Simon thereafter. Mr. Rulli became Chief Administrative Officer in 2007 and was promoted to Senior Executive Vice President in 2011.
Mr. Fivel serves as Simon’s General Counsel and Secretary. Prior to rejoining Simon in 2011 as Assistant General Counsel and Assistant Secretary, Mr. Fivel served as Executive Vice President, General Counsel and Secretary of Brightpoint, Inc. Mr. Fivel was previously employed by MSA from 1988 until 1993 and then by Simon from 1993 to 1996. Mr. Fivel was promoted to General Counsel and Secretary in 2017.
Mr. McDade serves as Simon’s Executive Vice President and Chief Financial Officer and Treasurer.Officer. Mr. McDade joined Simon in 2007 as the Director of Capital Markets and was promoted to Senior Vice President of Capital Markets in 2013. Mr. McDade became2013 and Treasurer in 2014 and2014. He was promoted to Executive Vice President and Chief Financial Officer in 2018.
Mr. Snyder serves as Simon’s Assistant General Counsel and Assistant Secretary. Mr. Snyder joined Simon in 2016 as Senior Deputy General Counsel. Immediately prior to joining Simon, Mr. Snyder was Managing Partner of the Crimson Fulcrum Strategic Institute. Mr. Snyder previously served as Executive Vice President, General Counsel and Corporate Secretary for Beechcraft Corporation as well as Chief Counsel Mergers & Acquisitions for Koch Industries, Inc. Mr. Snyder was promoted to Assistant General Counsel and Assistant Secretary in 2017.
Mr. Reuille serves as Simon’s Senior Vice President and Chief Accounting Officer and prior to that as Simon’s Vice President and Corporate Controller. Mr. Reuille joined Simon in 2009 and was promoted to Senior Vice President and Chief Accounting Officer in 2018.
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Mr. Frey serves as Simon’s Treasurer and Executive Vice President. Mr. Frey joined Simon in 2010 and most recently served as Simon’s Assistant Treasurer and Senior Vice President prior to his current position which he was promoted to in 2022. Before joining Simon, Mr. Frey was an attorney with Alston & Bird LLP and Dechert LLP.
Mr. Kelly serves as Simon’s Assistant General Counsel and Assistant Secretary. Mr. Kelly joined Simon in 2015 as Senior Finance Counsel and was promoted to Senior Associate, General Counsel in 2020 prior to his current position which he was promoted to in 2022. Prior to joining Simon, Mr. Kelly was an attorney with Sidley Austin, LLP and Fried, Frank, Harris, Shriver & Jacobson.
Item 1A. Risk Factors
The following factors, among others, could cause our actual results to differ materially from those expressed or implied in forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by our management from time to time. These factors may have a material adverse effect on our business, financial condition, liquidity, results of operations, funds from operations, or FFO, and prospects, which we refer to herein as a material adverse effect on us or as materially and adversely affecting us, and you should carefully consider them. Additional risks and uncertainties not presently known to us or which are currently not believed to be material may also affect our actual results. We may update these factors in our future periodic reports.
Summary of Risk Factors
The following summarizes our material risk factors. However, this summary is not intended to be a comprehensive and complete list of all risk factors identified by the Company. Refer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company.
● | Conditions that adversely affect the general retail environment could materially and adversely affect us. |
● | Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants. |
● | We face potential adverse effects from tenant bankruptcies. |
● | Vacant space at our properties could materially and adversely affect us. |
● | We may not be able to lease newly developed properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all. |
● |
● | We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, and the evolution of consumer preferences and purchasing habits. |
● | Epidemics, pandemics or other public health crisis, and governmental reactions thereto, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders. |
● | Some of our properties are subject to potential natural or other disasters. |
● | We face risks associated with climate change. |
● | Some of our potential losses may not be covered by insurance. |
● | As owners of real estate, we can face liabilities for environmental contamination, and our efforts to identify environmental liabilities may not be successful. |
● | We face risks associated with the acquisition, development, redevelopment and expansion of properties. |
● |
● | Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs in the United States. The failure to maintain Simon’s or the Subsidiary REITs’ qualifications as REITs or changes in applicable tax laws or regulations could result in adverse tax consequences. |
● | If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we |
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● | Complying with REIT requirements might cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments. |
● | Our ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm’s-length terms. |
● | Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares. |
● | The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes. |
● | REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan. |
● | Partnership tax audit rules could have a material adverse effect on us. |
● | Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors. |
● | Provisions in Simon’s charter and by-laws and in the Operating Partnership’s partnership agreement could prevent a change of control. |
● | We have a substantial debt burden that could affect our future operations. |
● | The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely. |
● | Disruption in the capital and credit markets may increase the cost of capital and may adversely affect our ability to access external financings for our growth and ongoing debt service requirements. |
● | Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms. |
● | An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt on attractive terms, or at all; our hedging interest rate protection arrangements may not effectively limit our interest rate risk. |
● | We have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them. |
● | The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties. |
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● |
● | Our success depends, in part, on our ability to attract, motivate, retain and develop talented employees, and our failure to do so, including the loss of any one of our |
● | We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our computer systems, hardware, technology infrastructure, online sites and related systems. |
● | Our international activities may subject us to risks that are |
Risks RelatingRisk Related to RetailTenant Operations
The ongoing novel coronavirus (COVID-19) pandemic and governmental restrictions intended to prevent its spread, as well as other future epidemics, pandemics or public health crises, could have a significant negative impact on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.
The COVID-19 pandemic has had a material negative impact on economic and market conditions around the world, and, notwithstanding the fact that vaccines are being administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in retail real estate. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures. Governments and other authorities are in varying stages of lifting or modifying some of these measures. However, governments and other authorities have already been forced to, and others may in the future, reinstitute these measures or impose new, more restrictive measures, if the risks, or the tenants’ and consumers' perception of the risks, related to the COVID-19 pandemic worsen at any time. Although tenants and consumers have been adapting to the COVID-19 pandemic, with tenants adding services like curbside pickup, and while consumer risk-tolerance is evolving, such adaptations and evolution may take time, and there is no guarantee that retail will return to pre-pandemic levels even once the pandemic subsides.
As of December 31, 2021, we owned or held an interest in 199 income-producing properties in the United States located in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2021, we had ownership interests in 33 properties primarily located in Asia, Europe and Canada and have two international outlet properties under development. We have an interest in a European investee that has interests in 11 Designer Outlet properties, as more fully described elsewhere in this Annual Report. As of December 31, 2021, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.
Demand for retail space and the profitability of our properties depends, in part, on the ability and willingness of tenants to enter into and perform obligations under leases. Although the harshest restrictions to prevent the spread of COVID-19 have generally been lifted or reduced, and vaccines are being administered in the United States and elsewhere, the willingness of customers to visit our properties may be reduced and our tenants’ businesses adversely affected, based upon many factors, including local transmission rates, the emergence of new variants, the development, availability, distribution, effectiveness and acceptance of existing and new vaccines, and the effectiveness and availability of cures or treatments. Further, demand could remain reduced due to heightened sensitivity to risks associated with the transmission of COVID-19 or other associated diseases. In addition, some of our properties are located at or within a close proximity to tourist destinations, and these properties and our tenants’ businesses have been, and may be in the future, heavily and adversely impacted by reductions in travel and tourism resulting from travel bans or restrictions and general concern regarding the risk of travel.
The continuing impact of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our shareholders could depend on additional factors, including:
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To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described herein.Our Properties
Conditions that adversely affect the general retail environment could materially and adversely affect us.
Our concentration in the retail real estate market – our primary source of revenue is derived from retail tenants –which means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation:
● | domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation and limited growth in consumer income as well as from actual or perceived changes in economic conditions, which can result from global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, natural disasters, war, such as the war in Ukraine and the conflict in Israel, Gaza and surrounding areas, epidemics and pandemics, the fear of spread of contagious diseases, civil unrest and terrorism; |
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● | levels of consumer spending, changes in consumer confidence, income levels, and fluctuations in seasonal spending in the United States and internationally; |
● | supply chain disruptions and labor shortages; |
● | consumers avoiding |
● | consumer perceptions of the safety, convenience and attractiveness of our properties; |
● | the impact on our retail tenants and demand for retail space at our properties from the increasing use of the Internet by retailers and |
● | the creditworthiness of our retail tenants and the availability of new creditworthy tenants and the related impact on our occupancy levels and lease income; |
● | local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, decreases in rental rates and declines in real estate values; |
● | the willingness of retailers to lease space in our properties at attractive rents, or at all; |
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● | changes in regional and local economies, which may be affected by increased rates of unemployment, increased foreclosures, higher taxes, decreased tourism, industry slowdowns, adverse weather conditions, and other factors; |
● | increased operating costs and capital expenditures, whether from acquisitions, developments, redevelopments, replacing tenants or otherwise; |
● | reductions in international travel and tourism, resulting in fewer international retail consumers; |
● | changes in government policies and applicable laws and regulations, including tax, environmental, safety and |
● |
To the extent that any or a portion of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, our own investments in certain retailers and brands, the demand for retail space, market rents and rent growth, the vacancy levels at our properties, the value of our properties, which could directly or indirectly materially and adversely affect our financial condition, operating results and overall asset value.
Additionally, a portion of our lease income is derived from overage rents based on sales over a stated base amount that directly depend on the sales volume of our retail tenants. Accordingly, declines in our tenants’ sales performance could reduce the income produced by our properties. Over time, declines in our tenants’ sales performance can also negatively impact our ability to sign new and renewal leases at desired rents.
Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants.
Our properties are typically anchored by department stores and other large nationally recognized tenants. Certain of our anchors and other tenants have ceased their operations, downsized their brick-and-mortar presence or failed to comply with their contractual obligations to us and others, and such actions have become more prevalent during the COVID-19 pandemic.others.
Sustained adverse pressure on the results of department stores and other national retailers may have a similarly sustained adverse impact upon our own results. Certain department stores and other national retailers have experienced, and may continue to experience for the foreseeable future (given uncertainty with respect to current and future macroeconomic conditions and consumer confidence levels), considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their business models. As pressure on these department stores and other national retailers increases, especially due to the COVID-19 pandemic, their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores or their seeking of a lease modification with us. Any lease modification could be unfavorable to us as the lessor and could decrease
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current or future effective rents or expense recovery charges. Certain other tenants are entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures. Additionally, corporate merger or consolidation activity among department stores and other national retailers typically results in the closure of duplicate or geographically overlapping store locations.
If a department store or large nationally recognized tenant were to close its stores at our properties, we may experience difficulty and delay and incur significant expense in re-tenanting the space, as well as in leasing spaces in areas adjacent to the vacant store, at attractive rates, or at all. Additionally, department store or tenant closures may result in decreased customer traffic, which could lead to decreased sales at our properties. If the sales of stores operating in our properties were to decline significantly due to the closing of anchor stores or other national retailers, adverse economic conditions or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of any default by a tenant, we may not be able to fully recover, and/or may experience delays and costs in enforcing our rights as landlord to recover, amounts due to us under the terms of our leases with such parties.
We face potential adverse effects from tenant bankruptcies.
Bankruptcy filings by retailers can occur regularly in the course of our operations. Although we didhave not seeseen an increase in tenant bankruptcies in 2021,the last few years, in previous years a number of companies in the retail industry, including certain of our tenants, have declared bankruptcy, and these numbers have increased due to the COVID-19 pandemic.bankruptcy. If a tenant files for bankruptcy, the tenant may have the right to reject and terminate one or more of its leases with us, and we cannot be sure that it will affirm one or more of its leases and continue to make rental payments to us in a timely manner. A
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bankruptcy filing by, or relating to, one of our tenants would generally prohibit us from evicting this tenant, and bar all efforts by us to collect pre-bankruptcy debts from that tenant, or from their property, unless we receive an order permitting us to do so from the bankruptcy court. In addition, we cannot evict a tenant solely because of its bankruptcy. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. If a lease is rejected, the unsecured claim we hold against a bankrupt tenant might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws that limit the amount of the claim we can make if a lease is rejected. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. In addition, we may make lease modifications either pre- or post-bankruptcy for certain tenants undergoing significant financial distress in order for them to continue as a going concern. Furthermore, we may be required to incur significant expense in re-tenanting the space formerly leased to the bankrupt tenant. We continually seek to re-lease vacant spaces resulting from tenant terminations. The bankruptcy of a tenant, particularly an anchor tenant or a national tenant with multiple locations, may require a substantial redevelopment of its space, the success of which cannot be assured, and may make the re-tenanting of its space difficult and costly. Any such bankruptcies also make it more difficult to lease the remainder of the space at the affected property or properties. Future tenant bankruptcies may strain our resources and impact our ability to successfully execute our re-leasing strategy and could materially and adversely affect us.
We face a wide range of competition that could affect our ability to operate profitably, including e-commerce.
Our properties compete with other forms of retailing such as pure online retail websites as well as other retail properties such as single user freestanding discounters (Costco, Walmart and Target). In addition, many of our tenants are omni-channel retailers who also distribute their products through online sales. Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and we could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping, and the ongoing COVID-19 pandemic and restrictions intended to prevent its spread have significantly increased the utilization of e-commerce and may, particularly in certain market segments, accelerate the long-term penetration of pure online retail which has been able to sell non-essential goods during the COVID-19 pandemic. Not only has the temporary closure of our retail properties and the restrictions put in place by state, local and federal officials caused consumers who otherwise would have purchased from retailers at our properties to increase their utilization of pure online retail websites, but consumers whose previous use of online retail was low or non-existent have recently turned to pure online retail as a necessity due to the inability to access our properties and the ability to purchase non-essential goods from these pure online retailers. Although a brick-and-mortar presence may have a positive impact on retailers’ online sales, the increased utilization of pure online shopping may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space.
Vacant space at our properties could materially and adversely affect us.
Certain of our properties have had vacant space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future. Among other causes, (1) in recent years there hashad been an increased number of bankruptcies of anchor stores and other national retailers, as well as store closures, and (2) there has been lower demand from retail tenants for space, due to certain retailers increasing their use of e-commerce websites to distribute their merchandise, with each of (1) and (2) accelerating as a result of the COVID-19 pandemic.merchandise. As a result of the increased bargaining power of creditworthy retail tenants, there is downward pressure on our rental rates and occupancy levels, and this increased bargaining power may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.
We may not be able to lease newly developed properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all.
We may not be able to lease new properties to an appropriate mix of tenants that generates optimal customer traffic. Also, when leases for our existing properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms. Tenant preferences for properties may also change over time, like recent trends towards right-sizing portfolios, repositioning space and locations and pursuing new store concepts, and our properties may no longer align with such preferences. If we fail to identify and secure the right blend of tenants at our newly developed and existing properties that offer diversified categories and uses, such as retail, specialty entertainment, restaurants, and health and wellness, and that keep up with evolving customer preferences, our properties may not appeal to the communities they serve. If we elect to pursue a “mixed use”
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redevelopment we expose ourselves to risks associated with each non-retail use (e.g., office, residential, hotel and entertainment), and the performance of our retail tenants in such
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properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses. Additionally, an oversupply of space in the trade areas in which our properties operate could reduce market rents, negatively impacting the terms upon which we lease our properties. To the extent that our leasing goals are not achieved, we could be materially and adversely affected.
Risks RelatingActs of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by consumers at our properties could adversely affect our business operations.
Because our properties are open to Real Estate Investments and Operations
Our international activities may subject usthe public, they are exposed to risks related to acts of violence, civil unrest and criminal activity as well as actual or threatened terrorist attacks that may be beyond our control or ability to prevent, and recently there has been an increased risk of organized retail crime and physical violence, the severity and frequency of which varies by market and location. If any of these incidents were to occur, the relevant property could face material damage physically and reputationally, and the revenue generated by such property could be negatively impacted. Consumers may also perceive a heightened threat of these risks due to increased crime in certain markets and negative media attention. Concern around safety risk may impact the willingness of consumers, tenants and tenants’ employees to shop and/or work at our properties, which could result in decreased consumer foot traffic and decreased sales at our properties, directly and indirectly impacting our revenue and overall asset value.
We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, and the evolution of consumer preferences and purchasing habits.
Our properties compete with other forms of retailing such as pure online retail websites as well as other types of retail properties such as single user freestanding discounters (Costco, Walmart and Target). In addition, many of our tenants are differentomni-channel retailers who also distribute their products through online sales and provide options to consumers like buy online pick up in store, buy online ship to store or buy online return to store. Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and our business could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping, and the COVID-19 pandemic and restrictions intended to prevent its spread significantly increased the utilization of e-commerce and may, particularly in certain market segments, accelerate the long-term penetration of pure online retail. Although a brick-and-mortar presence may have a positive impact on retailers’ online sales, the increased utilization of pure online shopping may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space. Additionally, the increase in online shopping may result in certain tenants underreporting sales at our properties which may materially and adversely impact our collection of overage rent. Examples may include, retailers and restaurants not reporting curbside pick-up sales or greater thanonline sales fulfilled with store inventory, and tenants reducing store sales by including online returns processed in the store
Epidemics, pandemics or other public health crisis, and governmental reactions thereto, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.
Epidemics, pandemics or other health crises could have, a material negative impact on economic and market conditions around the world and an adverse impact on economic activity in retail real estate, as occurred during the height of the COVID-19 pandemic. Governments and other authorities could respond to epidemics, pandemics or other health crises, by imposing or re-imposing measures intended to control the spread of disease, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures. Although we cannot determine the severity of any such measures in the future, which depend on the government's recognition of the negative impacts on local communities and infrastructure resulting from future mandates and associated government responses, any restrictions could negatively impact us, our tenants and consumer behavior.
Demand for retail space and the profitability of our properties depends, in part, on the ability and willingness of tenants to enter into and perform obligations under leases, and the willingness of customers to visit our properties. Even without strict governmental restrictions, such as those put in place during the COVID-19 pandemic, the willingness of consumers to visit our properties may be reduced and our tenants’ businesses adversely affected, based upon many factors, including local transmission rates of disease, the development, availability, distribution, effectiveness and acceptance of existing and new vaccines, the effectiveness and availability of cures or treatments, and overall sensitivity to risks associated with our domestic operations.
Asthe transmission of December 31, 2021, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Spain, Thailand, and the United Kingdom. We also have an equity stake in Klépierre, a publicly traded European real estate company, which operates in 14 countries in Europe. Accordingly, our operating results and the valuediseases. In addition, some of our international operationsproperties are located at or within a close
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proximity to tourist destinations, and these properties and our tenants’ businesses may be heavily and adversely impacted by any unhedged movementsreductions in travel and tourism resulting from travel bans or restrictions and general concern regarding the foreign currencies in which thoserisk of travel, as was the case during the COVID-19 pandemic.
Additionally, the impact of epidemics, pandemics or other public health crises, and governmental reactions thereto, on our business, financial condition, results of operations, transactcash flows, liquidity and in whichability to satisfy our net investment in those international operations is held. While we occasionally enter into hedging agreementsdebt service obligations and make distributions to manage our exposure to changes in foreign exchange rates, these agreements may not eliminate foreign currency risk entirely.
We may pursueshareholders could depend on additional investment, ownership, development and redevelopment/expansion opportunities outside the United States. Such international activities carry risks that are different from those we face with our domestic properties and operations. These risks include, but are not limited to:factors, including:
● |
● |
● |
● | our ability to renew leases or re-lease available space in our properties on favorable terms or at all, including as a result of a deterioration in the economic and market conditions in the markets in which we own properties or due to restrictions intended to prevent the spread of disease, including any government mandated closures of businesses that frustrate our leasing activities; |
● | a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, which may affect our or our tenants' ability to access capital necessary to fund our or their respective business operations or repay, refinance or renew maturing liabilities on a timely basis, on attractive terms, or at all and may adversely affect the valuation of financial assets and liabilities, any of which could affect our and our tenants' ability to meet liquidity and capital expenditure requirements; |
● | a refusal or failure of one or more lenders under our existing or future credit facilities to fund their respective financing commitment to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements; |
● | a reduction in the cash flows generated by our properties and the |
● | the complete or partial closure of one or more of our tenants' manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants' supply chains from local and international suppliers and/or delays in the delivery of our tenants' inventory, any of which could reduce or eliminate our tenants' sales, cause the temporary closure of our tenants' businesses, and/or result in their bankruptcy or insolvency; |
● | a negative impact on consumer discretionary spending caused by high unemployment levels, reduced economic activity or a severe or prolonged recession; |
● | our and our tenants' ability to manage our respective businesses to the extent our and their management or personnel (including on-site employees) are impacted in significant numbers or are otherwise not willing, available or allowed to conduct work, including any impact on our |
● |
Our international activities represented approximately 7.1% of consolidated net income and 8.5% of our net operating income, or NOI, for the year ended December 31, 2021. To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described herein.
Risks Related to Real Estate Holdings and Operations
Some of our properties are subject to potential natural or other disasters.
A material amount of our share of NOI is derived in states such as Florida, California, Texas and New York which are located in areas which may be subject to a higher risk of natural disasters such as tornados, floods, blizzards, hurricanes, heatwaves, fires, drought, earthquakes or tsunamis. The occurrence of natural disasters at any of our properties, which could occur more frequently, increase in intensity and may become more volatile in light of climate change, can adversely impact operations and development/redevelopment projects at our properties, increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact our tenants and the tenant demand for lease space. If insurance is unavailable to us or is unavailable on acceptable terms, or our
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insurance is not adequate to cover losses from these events, we could be materially and adversely affected. Additionally, the occurrence of natural disasters at our corporate headquarters or one of our satellite offices could affect our ability to carry on business functions that are critical to our financial and operational viability.
We face risks associated with climate change.
Due to changes in weather patterns caused by climate change, our properties in certain markets including Florida, California, Texas and New York, where we derive a material amount of our share of NOI could experience increases in storm intensity, storm frequency and be impacted by rising sea levels. Over time, climate change could result in population migration or volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms, or at all, increasing the cost of energy at our properties or requiring us to spend funds to repair and protect our properties against such risks.
Some of our potential losses may not be covered by insurance.
We maintain insurance coverage with third-party carriers who provide a portion of the coverage for specific layers of potential losses, including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United States as well as cyber coverage. The initial portion of coverage, excess of policy deductibles, not provided by third-party carriers is either insured through our wholly-owned captive insurance company or other financial arrangements controlled by us. A third party carrier has, in turn, agreed to provide, if required, evidence of coverage for this layer of losses under the terms and conditions of the carrier’s policy. A similar policy either written through our captive insurance company or other financial arrangements controlled by us also provides initial coverage for property insurance and certain windstorm risks at the properties located in coastal windstorm locations.
There are some types of losses, including lease and other contract claims, which generally are not insured or are subject to large deductibles. Additionally, insurance costs and availability may be impacted in the future by factors outside of our control, like inflationary pressures or cybersecurity events. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue it could generate but may remain obligated for any mortgage debt or other financial obligation related to the property.
We currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an “all risk” basis in the amount of up to $1 billion. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks where we operate could materially and adversely affect our property values, revenues, consumer traffic and tenant sales.
As owners of real estate, we can face liabilities for environmental contamination, and our efforts to identify environmental liabilities may not be successful.
Many of our properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily related to auto service center establishments or emergency electrical generation equipment), and as a result we may be subject to regulatory action in connection with U.S. federal, state and local laws and regulations relating to hazardous or toxic substances. We may also be held liable to third parties for personal injury or property damage incurred by the parties in connection with any such substances. The costs of investigation, removal or remediation of hazardous or toxic substances, and related liabilities, may be substantial and could materially and adversely affect us. The presence of hazardous or toxic substances, or the failure to remediate the related contamination, may also adversely affect our ability to sell, lease or redevelop a property or to borrow money using a property as collateral.
Although we believe that our portfolio is in substantial compliance with U.S. federal, state and local environmental laws and regulations regarding hazardous or toxic substances, this belief is based on limited testing. Nearly all of our U.S. properties have been subjected to Phase I or similar environmental audits. These environmental audits have not revealed, nor are we aware of, any environmental liability that we expand our international activities, the above risks could increase in significance, which in turn couldbelieve is reasonably likely to have a material adverse effect on us. However, we cannot assure you that:
● | previous environmental studies with respect to the portfolio reveal all potential environmental liabilities; |
● | any previous owner, occupant or tenant of a property did not create any material environmental condition not known to us; |
● | the current environmental condition of the portfolio will not be affected by tenants and occupants, by the condition of nearby properties, or by other unrelated third parties; or |
● | future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in environmental liabilities. |
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We face risks associated with the acquisition, development, redevelopment and expansion of properties.
We regularly acquire and develop new properties and redevelop and expand existing properties, and these activities are subject to various risks. Acquisition or construction costs of a project may be higher than projected, potentially making the project unfeasible or unprofitable, and development, redevelopment or expansions may take considerably longer than expected, delaying the commencement and amount of income from the property. These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, rising interest rates, supply chain disruptions and labor shortages. We may not be successful in pursuing acquisition, development or redevelopment/expansion opportunities. In addition, newly acquired, developed or redeveloped/expanded properties may not perform as well as expected, impacting our anticipated return on investment. We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following:
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● | we may not be able to obtain financing or to refinance loans on favorable terms, or at all; |
● | we may be unable to obtain zoning, occupancy or other governmental approvals; |
● | occupancy rates and rents may not meet our projections and the project may not be accretive; |
● | we may need the consent of third parties such as department stores, anchor tenants, mortgage lenders and joint venture partners, and those consents may be |
● | development, redevelopment or expansions may fail to appeal to the demographics of the communities they are intended to serve, including a failure to incorporate the appropriate blend of available space for tenants; |
● | we may not be able to integrate an acquisition into our existing operations successfully; and |
● | acquisitions of new properties will expose us to the liabilities of those properties, some of which we may not be aware of at the time of the acquisition. |
If a development or redevelopment/expansion project is unsuccessful, either because it is not meeting our expectations when operational or was not completed according to the project planning, we could lose our investment in the project. Further, if we guarantee the property’s financing, our loss could exceed our investment in the project.
In the event that these risks were realized at the same time at multiple properties, we could be materially and adversely affected.
Real estate investments are relatively illiquid.
Our properties represent a substantial portion of our total consolidated assets. These investments are relatively illiquid. As a result, our ability to sell one or more of our properties or investments in real estate in response to any changes in economic, industry, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. If we want to sell a property, we cannot assure you that we will be able to dispose of it in the desired time period, or at all, or that the sales price of a property will be attractive at the relevant time or exceed the carrying value of our investment. Moreover, if a property is mortgaged, we may not be able to obtain a release of the lien on that property without the payment of the associated debt and/or a substantial prepayment penalty, which could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.
Risks Relating to DebtIncome Taxes and REIT Rules
Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs in the United States. The failure to maintain Simon’s or the Subsidiary REITs’ qualifications as REITs or changes in applicable tax laws or regulations could result in adverse tax consequences.
In the United States, Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs under Sections 856 through 860 of the Internal Revenue Code. We believe that Simon and these subsidiaries, or the Subsidiary REITs, have been organized and have operated in a manner which allows them to qualify for taxation as REITs under the Internal Revenue Code. We intend to continue to operate in this manner. However, qualification and taxation as REITs depend upon the ability of Simon and the Subsidiary REITs to satisfy several requirements (some of which are outside our control), including tests related to our annual operating results, asset diversification, distribution levels and diversity of stock ownership. The various REIT qualification tests required by the Internal Revenue Code are highly technical and complex. Accordingly, there can be no assurance that Simon or any of the Subsidiary REITs has operated in accordance with these requirements or will continue to operate in a manner so as to qualify or remain qualified as a REIT.
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If Simon or any of the Subsidiary REITs fail to comply with those provisions, Simon or any such Subsidiary REIT may be subject to monetary penalties or ultimately to possible disqualification as REITs. If such events occur, and if available relief provisions do not apply:
● | Simon or any such subsidiary will not be allowed a deduction for distributions to stockholders in computing taxable income; |
● | Simon or any such subsidiary will be subject to corporate-level income tax on taxable income at the corporate rate; |
● | Simon may be subject to the one-percent excise tax on stock repurchases imposed by the 2022 Inflation Reduction Act; |
● | Simon or any such Subsidiary REIT could be subject to a federal alternative minimum tax for taxable years prior to 2018 or for taxable years commencing after December 31, 2022; and |
● | unless entitled to relief under relevant statutory provisions, Simon or any such subsidiary will also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. |
Any such corporate tax liability could be substantial and would reduce the amount of cash available for, among other things, our operations and distributions to stockholders. In addition, if Simon fails to qualify as a REIT, it will not be required to make distributions to our stockholders. Moreover, a failure by any Subsidiary REIT could also cause Simon to fail to qualify as a REIT, and the same adverse consequences would apply to such Subsidiary REIT and its stockholders. Failure by Simon or any of the Subsidiary REITs to qualify as a REIT also could impair our ability to expand our business and raise capital, which could materially and adversely affect us. Additionally, we are subject to certain income-based taxes, both domestically and internationally, and other taxes, including state and local taxes, franchise taxes, and withholding taxes on dividends from certain of our international investments. We currently follow local tax laws and regulations in various domestic and international jurisdictions. Should these laws or regulations change, the amount of taxes we pay may increase accordingly.
If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we will cease to qualify as a REIT and suffer other adverse consequences.
We believe that the Operating Partnership is treated as a partnership for federal income tax purposes. As a partnership, the Operating Partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, such partner’s share of its income. We cannot assure you that the Internal Revenue Service, or the IRS, will not challenge the status of the Operating Partnership, or any other subsidiary partnership or limited liability company in which we own an interest, as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership or any such other subsidiary as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of the Operating Partnership or any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us.
Complying with REIT requirements might cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.
To qualify to be taxed as REITs for U.S. federal income tax purposes, Simon and the Subsidiary REITs must ensure that, at the end of each calendar quarter, at least 75% of the value of their respective assets consist of cash, cash items, government securities and “real estate assets” (as defined in the Internal Revenue Code), including certain mortgage loans and securities. The remainder of their respective investments (other than government securities, qualified real estate assets and securities issued by a taxable REIT subsidiary, or TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
Additionally, in general, no more than 5% of the value of Simon’s and the Subsidiary REITs’ total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of their respective total assets can be represented by securities of one or more TRSs. If Simon or any of the Subsidiary REITs fails to comply with these requirements at the end of any calendar quarter, Simon or any such Subsidiary REIT must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a
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result, we might be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to equity holders. Moreover, if Simon or the Subsidiary REITs are compelled to liquidate their investments to meet any of the asset, income or distribution tests, or to repay obligations to lenders, Simon or such subsidiaries may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.
In addition to the asset tests set forth above, to qualify to be taxed as REITs, Simon and the Subsidiary REITs must continually satisfy tests concerning, among other things, the sources of their respective income, the amounts they distribute to equity holders and the ownership of their respective shares. We might be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as REITs. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.
Our ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm’s-length terms.
We own securities in TRSs and may acquire securities in additional TRSs in the future. A TRS is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a TRS owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a TRS. Other than some activities relating to lodging and health care facilities, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A TRS is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
A REIT’s ownership of securities of a TRS is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of Simon’s or any Subsidiary REIT’s total assets may be represented by securities (including securities of TRSs), other than those securities includable in the 75% asset test, and not more than 20% of the value of our total assets or the assets of any Subsidiary REIT may be represented by securities of TRSs. We anticipate that the aggregate value of the stock and securities of any TRS and other nonqualifying assets that Simon or each such Subsidiary REIT owns will be less than 25% (or, in the case of securities of TRSs, 20%) of the value of Simon’s or such subsidiary’s total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. In addition, we intend to structure transactions with any TRSs that we own to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares.
Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates, currently at a maximum federal rate of 20%. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination (unless a sale or disposition qualifies under certain statutory safe harbors), and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
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REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.
In order for Simon and the Subsidiary REITs to qualify to be taxed as REITs, and assuming that certain other requirements are also satisfied, each generally must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to their respective equity holders each year. To the extent that Simon or any such Subsidiary REIT satisfies this distribution requirement and qualifies for taxation as a REIT, but distributes less than 100% of its REIT taxable income, Simon or such subsidiary will be subject to U.S. federal corporate income tax on its undistributed net taxable income and could be subject to a 4% nondeductible excise tax if the actual amount that is distributed to equity holders in a calendar year is less than the minimum required distribution amount. We intend to make distributions to the equity holders of Simon and the Subsidiary REITs to comply with the REIT requirements of the Internal Revenue Code.
From time to time, Simon and the Subsidiary REITs might generate taxable income greater than their respective cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves, or required debt or amortization payments. If the applicable REIT does not have other funds available in these situations, it could be required to access capital on unfavorable terms (the receipt of which cannot be assured), sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of capital stock or debt securities to make distributions sufficient to enable it to pay out enough of its REIT taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase costs or reduce our equity. Further, amounts distributed will not be available to fund the growth of our business. Thus, compliance with the REIT requirements may adversely affect our liquidity and our ability to execute our business plan.
Partnership tax audit rules could have a material adverse effect on us.
Under the rules applicable to U.S. federal income tax audits of partnerships, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto could be assessed and collected, at the partnership level. Absent available elections, it is possible that a partnership in which we directly or indirectly invest could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though Simon and the Subsidiary REITs, as REITs, may not otherwise have been required to pay additional corporate-level taxes had they owned the assets of the partnership directly. The partnership tax audit rules apply to the Operating Partnership and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. There can be no assurance that these rules will not have a material adverse effect on us.
Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors.
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, and by the IRS and the U.S. Department of the Treasury, or the Treasury. Changes to the tax laws or interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely affect us and our investors. We cannot predict how changes in the tax laws might affect our investors and us. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the ability of Simon and the Subsidiary REITs to qualify to be taxed as REITs and/or the U.S. federal income tax consequences to us and our investors of such qualification. Moreover, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
Provisions in Simon’s charter and by-laws and in the Operating Partnership’s partnership agreement could prevent a change of control.
Simon’s charter contains a general restriction on the accumulation of shares in excess of 8% of its capital stock. The charter permits the members of the Simon family and related persons to own up to 18% of Simon’s capital stock. Ownership for such purpose is determined based on the number of outstanding shares, voting power or value controlled, whichever is most restrictive. Simon’s Board of Directors may, by majority vote, permit exceptions to those levels in circumstances where it determines that Simon’s ability to qualify as a REIT will not be jeopardized. These restrictions on ownership may have the effect of delaying, deferring or preventing a transaction or a change in control that might otherwise be in the best interest of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders. Other
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provisions of Simon’s charter and by-laws could have the effect of delaying or preventing a change of control even if some of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders deem such a change to be in their best interests. These include provisions preventing holders of Simon’s common stock from acting by written consent and requiring that up to four directors in the aggregate may be elected by holders of Class B common stock. In addition, certain provisions of the Operating Partnership’s partnership agreement could have the effect of delaying or preventing a change of control. These include a provision requiring the consent of a majority in interest of units in order for Simon, as general partner of the Operating Partnership, to, among other matters, engage in a merger transaction or sell all or substantially all of its assets.
Risks Related to Indebtedness and the Financial Markets
We have a substantial debt burden that could affect our future operations.
As of December 31, 2021,2023, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled $25.4$26.2 billion. As a result of this indebtedness, we are required to use a substantial portion of our cash flows for debt service, including selected repayment at scheduled maturities, which limits our ability to use those cash flows to fund the growth of our business. We are also subject to the risks normally associated with debt financing, including the risk that our cash flows from operations will be insufficient to meet required debt service or that we will be able to refinance such indebtedness on acceptable terms, or at all. Our debt service costs generally will not be reduced if developments at the applicable property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the property. Our indebtedness could also have other adverse consequences on us, including reducing our access to capital or increasing our vulnerability to general adverse economic, industry and market conditions. In addition, if a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value. If any of the foregoing occurs, we could be materially and adversely affected.
The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely.
We have a variety of unsecured debt, including the Credit Facilities, senior unsecured notes and commercial paper, and secured property level debt. Certain of the agreements that govern our indebtedness contain covenants, including, among other things, limitations on our ability to incur secured and unsecured indebtedness, sell all or substantially all of our assets and engage in mergers and certain acquisitions. In addition, certain of the agreements that govern our indebtedness contain financial covenants that require us to maintain certain financial ratios, including certain coverage ratios. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous to us. In addition, our ability to comply with these provisions might be affected by events beyond our control. Failure to comply with any of our financing covenants could result in an event of default, which, if not cured or waived, could accelerate the related indebtedness as well as other of our indebtedness, which could have a material adverse effect on us.
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Disruption in the capital and credit markets may increase the cost of capital and may adversely affect our ability to access external financings for our growth and ongoing debt service requirements.
We depend on external financings, principally debt financings, to fund the growth of our business, execute on our business model, and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on our credit ratings, the willingness of lending institutions and other debt investors to grant credit to us and conditions in the capital markets in general.general, which can impact both our cost of capital and, to a lesser degree, our ability to access capital. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon the Credit Facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the Credit Facilities to meet their funding commitments to us. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and one or more financial institutions may not have the available capital to meet their previous commitments to us. The failure of one or more participants to the Credit Facilities to meet their funding commitments to us could have a material adverse effect on us, including as a result of making it difficult to obtain the financing we may need for future growth and/or meeting our debt service requirements. Additionally, a high interest rate environment, as we are currently experiencing, and which the Company believes will continue in 2024, could prevent us from accessing capital at attractive interest rates, which could adversely impact our ability to refinance existing debt at maturity as well as our ability to fund development and/or opportunistic acquisition activities. We cannot assure you that we will be able to obtain the financing we need for the future growth of our business, execution on our business model or to meet our debt service requirements, or that a sufficient amount of financing will be available to us on favorable terms, or at all.
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Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.
The Operating Partnership’s outstanding senior unsecured notes, the Credit Facilities, the Commercial Paper program, and Simon’s preferred stock are periodically rated by nationally recognized credit rating agencies. The credit ratings are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit rating agencies as relevant to us and our industry and the economic outlook in general. Our credit ratings can affect the amount of capital we can access, as well as the terms of any financing we obtain. Since we depend primarily on debt financing to fund the growth of our business, an adverse change in our credit ratings, including actual changes and changes in outlook, or even the initiation of a review of our credit ratings that could result in an adverse change, could have a material adverse effect on us.
An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt on attractive terms, or at all; our hedging interest rate protection arrangements may not effectively limit our interest rate risk.
As of December 31, 2021,2023, we had approximately $2.0 billion$328.0 million of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future. IfWhen interest rates increase, then so woulddoes the interest costs on our unhedged variable rate debt, which could adversely affect our cash flows and our ability to pay principal and interest on our debt and our ability to make distributions to our stockholders. Further, rising interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense.
We selectively manage our exposure to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap all or a portion of our variable rate debt. In addition, we refinance fixed rate debt at times when we believe rates and other terms are appropriate. Our efforts to manage these exposures may not be successful.
Our use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including a risk that a counterparty to a hedging arrangement may fail to honor its obligations or that we could be required to fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations, liquidity and financial condition. Termination of these hedging agreements typically involves costs, such as transaction fees or breakage costs.
We may be adversely affected by developments in the London Inter-bank Offered Rate (LIBOR) market, changes in the methods by which LIBOR is determined or the use of alternative reference rates.
As of December 31, 2021, approximately 2.0% or $501.4 million of our debt outstanding was indexed to LIBOR. In 2021 we amended the Credit Facility and the Supplemental Facility to transition the borrowing rates from LIBOR to successor benchmark indexes. In 2017, the U.K. Financial Conduct Authority (the “FCA”) announced that it intends to phase out LIBOR, and in 2021, it announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of 1 week and 2 month USD setting, and immediately after June 30, 2023, in the case of the remaining USD settings. The U.S. Federal Reserve (the “Federal Reserve”) has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate. The Alternative Refinance Rate Committee, a committee convened by the Federal Reserve that includes major market
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participants, has identified the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by U.S. Treasury securities, as its preferred alternative rate for LIBOR in the U.S. Working groups formed by financial regulators in other jurisdictions, including the U.K., the European Union, Japan and Switzerland, have also recommended alternatives to LIBOR denominated in their local currencies. Although SOFR appears to be the preferred replacement rate for USD LIBOR, it is unclear if other benchmarks may emerge or if other rates will be adopted outside of the United States. At this time, it is not possible to predict how markets will respond to SOFR or other alternative reference rates as the transition away from the LIBOR benchmark is anticipated in coming years. Accordingly, the outcome of these reforms is uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to perform differently than in the past or cease to exist. The consequences of these developments cannot be entirely predicted, and there can be no assurance that they will not result in financial market disruptions, significant increases in benchmark interest rates, substantially higher financing costs or a shortage of available debt financing, any of which could have an adverse effect on us, which currently would be limited by our relatively low exposure to variable rate LIBOR-based debt.
Risks Relating to Income Taxes
Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs in the United States. The failure to maintain Simon’s or the Subsidiary REITs’ qualifications as REITs or changes in applicable tax laws or regulations could result in adverse tax consequences.
In the United States, Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs under Sections 856 through 860 of the Internal Revenue Code. We believe that Simon and these subsidiaries, or the Subsidiary REITs, have been organized and have operated in a manner which allows them to qualify for taxation as REITs under the Internal Revenue Code. We intend to continue to operate in this manner. However, qualification and taxation as REITs depend upon the ability of Simon and the Subsidiary REITs to satisfy several requirements (some of which are outside our control), including tests related to our annual operating results, asset diversification, distribution levels and diversity of stock ownership. The various REIT qualification tests required by the Internal Revenue Code are highly technical and complex. Accordingly, there can be no assurance that Simon or any of the Subsidiary REITs has operated in accordance with these requirements or will continue to operate in a manner so as to qualify or remain qualified as a REIT.
If Simon or any of the Subsidiary REITs fail to comply with those provisions, Simon or any such Subsidiary REIT may be subject to monetary penalties or ultimately to possible disqualification as REITs. If such events occur, and if available relief provisions do not apply:
Any such corporate tax liability could be substantial and would reduce the amount of cash available for, among other things, our operations and distributions to stockholders. In addition, if Simon fails to qualify as a REIT, it will not be required to make distributions to our stockholders. Moreover, a failure by any subsidiary of the Operating Partnership that has elected to be taxed as a REIT to qualify as a REIT would also cause Simon to fail to qualify as a REIT, and the same adverse consequences would apply to it and its stockholders. Failure by Simon or any of the Subsidiary REITs to qualify as a REIT also could impair our ability to expand our business and raise capital, which could materially and adversely affect us.
Additionally, we are subject to certain income-based taxes, both domestically and internationally, and other taxes, including state and local taxes, franchise taxes, and withholding taxes on dividends from certain of our international
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investments. We currently follow local tax laws and regulations in various domestic and international jurisdictions. Should these laws or regulations change, the amount of taxes we pay may increase accordingly.
If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
We believe that the Operating Partnership is treated as a partnership for federal income tax purposes. As a partnership, the Operating Partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, such partner’s share of its income. We cannot assure you that the Internal Revenue Service, or the IRS, will not challenge the status of the Operating Partnership or any other subsidiary partnership or limited liability company in which we own an interest as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership or any such other subsidiary as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of the Operating Partnership or any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us.
Our ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm’s-length terms.
We own securities in taxable REIT subsidiaries, or TRSs, and may acquire securities in additional TRSs in the future. A TRS is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a TRS owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a TRS. Other than some activities relating to lodging and health care facilities, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A TRS is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s length basis.
A REIT’s ownership of securities of a TRS is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of Simon’s or any Subsidiary REIT’s total assets may be represented by securities (including securities of TRSs), other than those securities includable in the 75% asset test, and not more than 20% of the value of our total assets or the assets of any Subsidiary REIT may be represented by securities of TRSs. We anticipate that the aggregate value of the stock and securities of any TRS and other nonqualifying assets that Simon or each such Subsidiary REIT owns will be less than 25% (or 20%, as applicable) of the value of Simon’s or such subsidiary’s total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. In addition, we intend to structure transactions with any TRSs that we own to ensure that they are entered into on arm’s length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares.
Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates, currently at a maximum federal rate of 20%. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. Under the Tax Cuts and Jobs Act, or the TCJA, however, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions
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are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS, would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.
In order for Simon and the Subsidiary REITs to qualify to be taxed as REITs, and assuming that certain other requirements are also satisfied, Simon and each such Subsidiary REIT generally must distribute at least 90% of their respective REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to their respective equity holders each year. To this point, Simon and each such Subsidiary REIT have historically distributed at least 100% of its taxable income and thereby avoided income tax altogether. To the extent that Simon or any such Subsidiary REIT satisfies this distribution requirement and qualifies for taxation as a REIT, but distributes less than 100% of its REIT taxable income, Simon or such subsidiary will be subject to U.S. federal corporate income tax on its undistributed net taxable income and could be subject to a 4% nondeductible excise tax if the actual amount that is distributed to equity holders in a calendar year is less than the minimum required distribution amount. We intend to make distributions to the equity holders of Simon and the Subsidiary REITs to comply with the REIT requirements of the Internal Revenue Code.
From time to time, Simon and the Subsidiary REITs might generate taxable income greater than their respective cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves, or required debt or amortization payments. If Simon or the Subsidiary REITs do not have other funds available in these situations, Simon or such subsidiaries could be required to access capital on unfavorable terms (the receipt of which cannot be assured), sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of capital stock or debt securities to make distributions sufficient to enable them to pay out enough of their respective REIT taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase costs or reduce our equity. Further, amounts distributed will not be available to fund the growth of our business. Thus, compliance with the REIT requirements may adversely affect our liquidity and our ability to execute our business plan.
Complying with REIT requirements might cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.
To qualify to be taxed as REITs for U.S. federal income tax purposes, Simon and the Subsidiary REITs must ensure that, at the end of each calendar quarter, at least 75% of the value of their respective assets consist of cash, cash items, government securities and “real estate assets” (as defined in the Internal Revenue Code), including certain mortgage loans and securities. The remainder of their respective investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
Additionally, in general, no more than 5% of the value of Simon’s and the Subsidiary REITs’ total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of their respective total assets can be represented by securities of one or more TRSs. If Simon or any of the Subsidiary REITs fails to comply with these requirements at the end of any calendar quarter, Simon or any such Subsidiary REIT must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, we might be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to equity holders. Moreover, if Simon or the Subsidiary REITs are compelled to liquidate their investments to meet any of the asset, income or distribution tests, or to repay obligations to lenders, Simon or such subsidiaries may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.
In addition to the asset tests set forth above, to qualify to be taxed as REITs, Simon and the Subsidiary REITs must continually satisfy tests concerning, among other things, the sources of their respective income, the amounts they distribute to equity holders and the ownership of their respective shares. We might be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as REITs. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.
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Partnership tax audit rules could have a material adverse effect on us.
The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the rules, among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto could be assessed and collected, at the partnership level. Absent available elections, it is possible that a partnership in which we directly or indirectly invest, could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though Simon and the Subsidiary REITs, as REITs, may not otherwise have been required to pay additional corporate-level taxes had they owned the assets of the partnership directly. The partnership tax audit rules apply to the Operating Partnership and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. The changes created by these rules are sweeping and, accordingly, there can be no assurance that these rules will not have a material adverse effect on us.
Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors.
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, and by the IRS and the U.S. Department of the Treasury, or the Treasury. Changes to the tax laws or interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely affect us and our investors. New legislation (including the TCJA, and any technical corrections legislation), Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the ability of Simon and certain subsidiaries of the Operating Partnership to qualify to be taxed as REITs and/or the U.S. federal income tax consequences to us and our investors of such qualification.
The TCJA has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. A change made by the TCJA that could affect us and our stockholders is that it generally limits the deduction for net business interest expense in excess of 30% of a business’s adjusted taxable income except for taxpayers that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system for certain property).
Risks RelatingRelated to Joint Ventures
We have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them.
As of December 31, 2021,2023, we owned interests in 101100 income-producing properties with other parties. Of those, 1719 properties are included in our consolidated financial statements. We apply the equity method of accounting to the other 8481 properties (the joint venture properties) and our investments in Klépierre (a publicly traded, Paris-based real estate company) and, The Taubman Realty Group, LLC, or TRG, and Jamestown, as well as our investments in certain entities involved in retail operations, such as J.C. Penney and SPARC Group; intellectual property and licensing ventures,venture, such as Authentic Brands Group, LLC, or ABG, and Eddie Bauer Ipco;ABG; and an e-commerce venture Rue Gilt Groupe, or RGG, (collectively, our other platform investments). We serve as general partner or property manager for 5351 of these 8481 joint venture properties; however, certain major decisions, such as approving the operating budget and selling, refinancing, and redeveloping the properties, require the consent of the other owners. Of the joint venture properties for which we do not serve as general partner or property manager, 2324 are in our international joint ventures. These international properties are managed locally by joint ventures in which we share control of the properties with our partner. The other owners have participating rights that we consider substantive for purposes of determining control over the joint venture properties’ assets. The remaining joint venture properties, Klépierre, TRG, Jamestown, and our joint ventures with ABG, J.C. Penney, RGG, and SPARC Group are managed by third parties.
These investments, and other future similar investments, could involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. If one of our partners or other owners in these investments were to become bankrupt, we may be precluded from taking certain actions regarding our investments without prior court approval, which at a minimum may delay the actions we would or might want to take. Additionally, partners or other owners could have economic or other business interests or goals that are inconsistent with our own business interests or goals, and could be in a position to take actions contrary to our policies or objectives.
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These investments, and other future similar investments, also have the potential risk of creating impasses on
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decisions, such as a sale, financing or development, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in litigation or arbitration that could increase our expenses and prevent Simon’s officers and/or directors from focusing their time and efforts on our business. Consequently, actions by, or disputes with, partners or other owners might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we risk the possibility of being liable for the actions of our partners or other owners.
The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties.
Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture property, which is non-recourse to us. Nevertheless, the joint venture’s failure to satisfy its debt obligations could result in the loss of our investment therein. As of December 31, 2021,2023, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $209.9$139.2 million. A default by a joint venture under its debt obligations would expose us to liability under a guaranty. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not typically required contractually or otherwise.
Risks Relating to Environmental MattersGeneral Risk Factors
As owners of real estate, we can face liabilities forAn increased focus on metrics and reporting related to environmental, contamination,social and our effortsgovernance (“ESG”) factors, may impose additional costs and expose us to identify environmental liabilities may not be successful.new risks.
ManyInvestors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons among companies. Although we participate in a number of these ratings systems, we do not participate in all such systems. The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or that other companies have provided them with accurate data. We supplement our participation in ratings systems with published disclosures of our properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily relatedESG activities, but some investors may desire other disclosures that we do not provide. In addition, the SEC is currently evaluating potential rule making that could mandate additional ESG disclosure and impose other requirements on us. In addition, some of the domestic and foreign jurisdictions in which we operate could mandate additional ESG disclosure and impose additional requirements on us. For example, in October 2023, California passed two bills that require certain companies that do business in California to auto service center establishments or emergency electrical generation equipment),disclose their GHG emissions and as a result we may be subjectclimate-related financial risks starting in 2026. Failure to regulatory actionparticipate in connection with U.S. federal, state and local laws and regulations relating to hazardous or toxic substances. We may also be held liable tocertain of the third parties for personal injury or property damage incurred by the parties in connection with any such substances. The costs of investigation, removal or remediation of hazardous or toxic substances, and related liabilities, may be substantial and could materially and adversely affect us. The presence of hazardous or toxic substances, or theparty ratings systems, failure to remediate the related contamination, may also adversely affect our abilityscore well in those ratings systems, failure to sell, leaseprovide certain ESG disclosures, or redevelop a property orunfavorable comparisons in these areas to borrow money using a property as collateral.
Although we believe that our portfolio is in substantial compliance with U.S. federal, state and local environmental laws and regulations regarding hazardous or toxic substances, this belief is based on limited testing. Nearly all of our properties have been subjected to Phase I or similar environmental audits. These environmental audits have not revealed, nor are we aware of, any environmental liability that we believe is reasonably likely to have a material adverse effect on us. However, we cannot assure you that:
We face risks associated with climate change.
Due to changes in weather patterns caused by climate change, our properties in certain markets could experience increases in storm intensity and rising sea levels. Over time, climate changeother companies could result in volatile or decreased demand for retail space atreputational harm when employees, investors, partners and tenants are making employment, investment and business choices, and could cause certain ofinvestors to be unwilling to invest in our properties or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms, or at all, increasing the cost of energy at our properties or requiring us to spend funds to repair and protect our properties against such risks. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or increase taxes and fees assessed on us or our properties.
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Some of our properties are subject to potential natural or other disasters.
A number of our properties are located in areas subject to a higher risk of natural disasters such as earthquakes, fires, hurricanes, floods, tornados, hail or tsunamis. The occurrence of natural disasters,stock which could become more intense and more volatile in light of climate change, can adversely impact operations and development/redevelopment projects at our properties, increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact the tenant demand for lease space. If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, we could be materially and adversely affected.stock price.
Other Factors Affecting Our Business
Some of our potential losses may not be covered by insurance.
We maintain insurance coverage with third-party carriers who provide a portion of the coverage for specific layers of potential losses, including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United States as well as cyber coverage. The initial portion of coverage, excess of policy deductibles, not provided by third-party carriers is either insured through our wholly-owned captive insurance company or other financial arrangements controlled by us. A third party carrier has, in turn, agreed to provide, if required, evidence of coverage for this layer of losses under the terms and conditions of the carrier’s policy. A similar policy either written through our captive insurance company or other financial arrangements controlled by us also provides initial coverage for property insurance and certain windstorm risks at the properties located in coastal windstorm locations.
There are some types of losses, including lease and other contract claims, which generally are not insured or are subject to large deductibles. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue it could generate but may remain obligated for any mortgage debt or other financial obligation related to the property.
We currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an “all risk” basis in the amount of up to $1 billion. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks where we operate could materially and adversely affect our property values, revenues, consumer traffic and tenant sales.
We face risks associated with security breaches through cyber‑attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, hardware or software corruption or failure or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), service provider error or failure, intentional or unintentional actions by employees (including the failure to follow our security protocols) and other significant disruptions of our IT networks and related systems. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
The risk of a security breach or significant disruption has generally increased due to our increased reliance on technology, a rise in the number, intensity, and sophistication of attempted attacks globally, and the remote working environment throughout the COVID-19 pandemic. A breach or significant and extended disruption in the functioning of our systems, including our primary website, could damage our reputation and cause us to lose customers, tenants and revenues, generate third party claims, cause operational disruption, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues. We may not be able to recover these expenses in whole or in any part from our service providers or responsible parties, or their or our insurers. Additionally, cyber-attacks perpetrated against our tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and spending and materially and adversely affect us.
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Our success depends, in part, on our ability to attract, motivate, retain and retaindevelop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business.
The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, including our CEO, who operate without the existence of employment agreements. Many of our senior executives have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities and negotiating with tenants. Our ability to attract, retainmotivate and motivateretain talented employees, and develop talent internally, could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and other key employees or that we will be able to attract, andmotivate, retain and/or develop other highly qualified individuals for these positions in the future. Additionally, the compensation and benefits packages we may need to offer to remain competitive for these individuals could increase the cost of replacement and retention. Losing any one or more of these persons could adversely affect our business, disrupt short-term operational performance, diminish our opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and others, which could have a material adverse effect on us.
Provisions in Simon’s charterWe face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our computer systems, hardware, technology infrastructure, online sites and byrelated systems.‑laws
We rely on computer systems, hardware, software, technology infrastructure and online sites for the operation of our business and our ability to perform day-to-day operations (collectively, “IT Systems”) and, in some cases, our IT
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Systems may be critical to the Operating Partnership’s partnership agreement could preventoperations of certain of our tenants. We own and manage some of these IT Systems but also rely on third parties for a changerange of control.
Simon’s charter containsIT Systems and related products and services. And we collect, maintain and process confidential, sensitive, and proprietary information about investors, tenants, partners, businesses, our employees, and others, including personally identifiable information, as well as confidential, sensitive, and proprietary information belonging to our business such as trade secrets (collectively, “Confidential Information”). We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information. The risk of a general restriction oncyber incident has generally increased as the accumulationnumber, intensity and sophistication of sharesattempted attacks have increased globally, including by computer hackers, foreign governments, information service interruptions and cyber terrorists, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in excess of 8% of its capital stock. The charter permits the memberssoftware or hardware. Techniques used in cyber incidents evolve frequently, may originate from less regulated and remote areas of the Simon familyworld and related personsbe difficult to own updetect and may not be recognized until launched against a target. Accordingly, we may be unable to 18%anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk. For example, unauthorized parties, whether within or outside the Company, may disrupt or gain access to our IT Systems, those of Simon’s capital stock. Ownership is determinedour tenants, or those of other third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering.
The risk of a security breach or significant disruption has generally increased due to our increased reliance on technology, a rise in the number, intensity, and sophistication of attempted attacks globally, and the permanent nature of remote work as business travel has resumed and people now routinely work remotely outside of normal business hours. A breach or significant and extended disruption in the functioning of our systems, including our primary website, could damage our reputation and cause us to lose customers, tenants and revenues, generate third party claims, cause operational disruption, result in the unintended and/or unauthorized public disclosure or the misappropriation of Confidential Information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues. We may not be able to recover these expenses in whole or in any part from our service providers or responsible parties, or their or our insurers.
Additionally, cyber-attacks perpetrated against our tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and spending at our tenants, or negatively impact consumer perception of shopping at our properties, all of which could materially and adversely affect us.
As have many companies, we and our third party vendors have been impacted by security incidents in the lowerpast and will likely continue to experience security incidents of varying degrees. While we do not believe these incidents have had a material impact to date, as our reliance on technology increases, so do the risks of a security incident. The occurrence of any of the numberforegoing risks could have a material adverse effect on us.
In addition, our processing of outstanding shares, voting powerConfidential Information, including personally identifiable information, subjects us to various federal, state and local laws, regulations and industry standards governing the collection, use, storage, sharing, transmission and other processing of personal information. The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements that are subject to differing interpretations. Any failure or value controlled. Simon’s Boardperceived failure by us to comply with laws, regulations, policies or regulatory guidance relating to privacy or data security may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity and could cause our investors to lose trust in us, which could have an adverse effect on our reputation and business.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations.
As of Directors may, by majority vote, permit exceptions to those levelsDecember 31, 2023, we held interests in circumstances where Simon’s Board of Directors determinesconsolidated and joint venture properties that Simon’s ability to qualify asoperate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Spain, Thailand, and the United Kingdom. We also have an equity stake in Klépierre, a REIT will not be jeopardized. These restrictions on ownership may have the effect of delaying, deferring or preventing a transaction or a changepublicly traded European real estate company which operates in control that might otherwise be14 countries in Europe, and in TRG, which has an interest in regional, super-regional, and outlet malls in the best interestUnited States and Asia. Accordingly, our operating results and the value of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders. Other provisions of Simon’s charter and by-laws could have the effect of delaying or preventing a change of control even if some of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders deem such a change toour international operations may be in their best interests. These include provisions preventing holders of Simon’s common stock from actingimpacted by written consent and requiring that up to four directorsany unhedged movements in the aggregateforeign currencies in which those operations transact and in which our net investment in those international operations is held. While we occasionally enter into hedging agreements to manage our exposure to changes in foreign exchange rates, these agreements may be elected by holders of Class B common stock. In addition, certain provisions of the Operating Partnership’s partnership agreement could have the effect of delaying or preventing a change of control. These include a provision requiring the consent of a majority in interest of units in order for Simon, as general partner of the Operating Partnership, to, among other matters, engage in a merger transaction or sell all or substantially all of its assets.
Item 1B. Unresolved Staff Comments
None.
not eliminate foreign currency risk entirely.
25
We may pursue additional investment, ownership, development and redevelopment/expansion opportunities outside the United States. Such international activities carry risks that are different from those we face with our domestic properties and operations. These risks include, but are not limited to:
● | adverse effects of changes in exchange rates for foreign currencies; |
● | changes in foreign political and economic environments, regionally, nationally, and locally; |
● | impact from international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels; |
● | challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation; |
● | the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S. Foreign Corrupt Practices Act, and certain foreign countries, such as the U.K. Bribery Act, which could result in criminal or civil sanctions and/or fines, negatively impact our reputation, or require us to incur significant expenses to investigate; |
● | differing lending practices; |
● | differences in cultures and consumer retail behavior; |
● | changes in applicable laws and regulations in the United States that affect international operations; |
● | changes in applicable laws and regulations in these foreign jurisdictions; |
● | difficulties in managing international operations; |
● | obstacles to the repatriation of earnings and cash; and |
● | labor discord, political or civil unrest, acts of terrorism, epidemics and pandemics, including COVID-19, the fear of spread of contagious diseases, supply chain disruptions or the threat of international boycotts. |
Our international activities represented approximately 6.4% of consolidated net income and 9.4% of our net operating income, or NOI, for the year ended December 31, 2023. To the extent that we expand our international activities, the above risks could increase in significance, which in turn could have a material adverse effect on us.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We execute a risk-based approach to identify and assess the cybersecurity threats that could affect our business and information systems. Our cybersecurity risk management program includes a cybersecurity incident response plan and dedicated cybersecurity incident response team (“CSIRT”). We do not have actual or contractual access to the systems or information maintained by our tenants, who maintain their own cybersecurity risk management programs to protect their operations from various risks from cybersecurity threats.
We use the National Institute of Standards and Technology Cybersecurity Framework and CIS Critical Security Controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. This does not imply that we meet any particular technical standards, specifications, or requirements.
Our cybersecurity risk management program is integrated with our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, public relations and financial risk areas.
Our cybersecurity risk management program includes the following key elements:
● | risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise information technology (IT) environment; |
26
● | a team comprised of IT security, infrastructure, and compliance personnel principally responsible for directing (1) our cybersecurity risk assessment processes, (2) our security processes, and (3) our response to cybersecurity incidents, supported by legal, human resources, corporate security and other internal resources; |
● | the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes, which enable us to leverage specialized knowledge and insights, with the goal of ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices; |
● | cybersecurity awareness training of employees with access to our IT systems; |
● | a cybersecurity incident response plan and Security Operations Center (“SOC”) to respond to cybersecurity incidents; and |
● | a third-party risk management process for service providers. |
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See further discussion in Item 1A. Risk Factors.
Cybersecurity Governance
Our Board of Directors considers cybersecurity risk as critical to the enterprise and delegates the cybersecurity risk oversight function to the Audit Committee. The Audit Committee oversees and is regularly updated on management’s design, implementation and enforcement of our cybersecurity risk management program. The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks.
Our Chief Financial Officer periodically provides reports to the Audit Committee, and, together with our Chief Technology Officer and Director of Cybersecurity, leads the Company’s overall cybersecurity function. The Audit Committee receives regular reports on our cybersecurity risks, including briefings on our cyber risk management program and cybersecurity incidents. Audit Committee members also receive periodic presentations on cybersecurity, IT and data protection topics.
Our Chief Financial Officer oversees our CSIRT, whose members have years of experience working in cybersecurity and certifications including CISSP (Certified Information Systems Security Professional), CCSP (Certified Cloud Security Professional), CGRC (Certification in Governance of Enterprise IT), GIAC (Global Information Assurance Certification) and GCED (GIAC Certified Enterprise Defender). Our CSIRT supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in the IT environment.
The CSIRT is responsible for assessing and managing our material risks from cybersecurity threats. They have primary responsibility for leading our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our external cybersecurity service providers.
Item 2. Properties
United States Properties
Our U.S. properties primarily consist of malls, Premium Outlets, The Mills, lifestyle centers and other retail properties. These properties contain an aggregate of approximately 175.3171.8 million square feet of gross leasable area, or GLA.
Malls typically contain at least one department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores connecting the anchors. Additional stores are usually located along the perimeter of the parking area. Our 9593 malls are generally enclosed centers and range in size from approximately 260,000270,000 to 2.7 million square feet of GLA.
Premium Outlets generally contain a wide variety of designer and manufacturer stores located in open-air centers. Our 69 Premium Outlets range in size from approximately 150,000 to 900,000920,000 square feet of GLA. The Premium Outlets are generally located within a close proximity to major metropolitan areas and/or tourist destinations.
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The 14 properties in The Mills generally range in size from 1.2 million to 2.32.4 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional mall, outlet center, big box retailers and entertainment uses.
We also have interests in six lifestyle centers and 1513 other retail properties. The lifestyle centers range in size from 170,000 to 950,000 square feet of GLA. The other retail properties range in size from approximately 200,000 to 1.61.2 million square feet of GLA and are considered non-core to our business model.
As of December 31, 2021,2023, approximately 93.4%95.8% of the owned GLA in malls and Premium Outlets was leased and approximately 97.6%97.8% of the owned GLA for The Mills was leased.
We wholly own 131130 of our properties, effectively control 1011 properties in which we have a joint venture interest, and hold the remaining 5854 properties through unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 190188 properties in the United States. Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate partnership agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions) which may result in either the sale of our interest or the use of available cash or borrowings, or the use of Operating Partnership units, to acquire the joint venture interest from our partner.
We own an 80%84% noncontrolling interest in TRG, which has an interest in 20 regional, super-regional, and outlet malls in the U.S. Our effective ownership in these properties, through our investment in TRG, ranges from 38.8%40.7% to 80%84%.
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The following property table summarizes certain data for our malls, Premium Outlets, The Mills, lifestyle centers and other retail properties located in the United States, including Puerto Rico, as of December 31, 2021.2023.
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Larger Retailers and Uses |
| | | | | | | | | | | | | | | | | |
| Malls | | | | | | | | | | | | | | | | |
1. | Apple Blossom Mall |
| VA |
| Winchester |
| Fee |
| 49.1 | % (4) | Acquired 1999 |
| 81.8 | % | 473,672 |
| Belk, JCPenney, AMC Cinemas |
2. | Auburn Mall |
| MA |
| Auburn |
| Fee |
| 56.4 | % (4) | Acquired 1999 |
| 88.5 | % | 499,467 |
| Macy's, Reliant Medical (15) |
3. | Aventura Mall (1) |
| FL |
| Miami Beach (Miami) |
| Fee |
| 33.3 | % (4) | Built 1983 |
| 95.5 | % | 2,125,689 |
| Bloomingdale's, Macy's (8), JCPenney, Nordstrom, Equinox Fitness Clubs, AMC Theatres |
4. | Barton Creek Square |
| TX |
| Austin |
| Fee |
| 100.0 | % | Built 1981 |
| 97.9 | % | 1,452,087 |
| Nordstrom, Macy's, Dillard's (8), JCPenney, AMC Theatres |
5. | Battlefield Mall |
| MO |
| Springfield |
| Fee and Ground Lease (2056) |
| 100.0 | % | Built 1970 |
| 93.1 | % | 1,207,129 |
| Macy's, Dillard's (8), JCPenney |
6. | Bay Park Square |
| WI |
| Green Bay |
| Fee |
| 100.0 | % | Built 1980 |
| 97.0 | % | 691,143 |
| Kohl's, Marcus Cinema 16, Dave & Buster's, Steinhafel Furniture (6) |
7. | Brea Mall |
| CA |
| Brea (Los Angeles) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 94.1 | % | 1,281,795 |
| Nordstrom, Macy's (8), JCPenney |
8. | Briarwood Mall |
| MI |
| Ann Arbor |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 83.1 | % | 978,053 |
| Macy's, JCPenney, Von Maur, Hilton Garden Inn (15), Towne Place Suites by Marriott (15) |
9. | Brickell City Centre |
| FL |
| Miami |
| Fee |
| 25.0 | % (4) | Built 2016 |
| 93.4 | % | 475,606 |
| Saks Fifth Avenue, Cinemex, EAST Miami Hotel (15), Luna Park |
10. | Broadway Square |
| TX |
| Tyler |
| Fee |
| 100.0 | % | Acquired 1994 |
| 100.0 | % | 608,739 |
| Dillard's, JCPenney, Dick's Sporting Goods, HomeGoods, Party City |
11. | Burlington Mall |
| MA |
| Burlington (Boston) |
| Fee and Ground Lease (2026) (7) |
| 100.0 | % | Acquired 1998 |
| 94.6 | % | 1,209,347 |
| Macy's, Nordstrom, Crate & Barrel, Primark, Arhaus Furniture |
12. | Cape Cod Mall |
| MA |
| Hyannis |
| Fee and Ground Leases (2029-2073) (7) |
| 56.4 | % (4) | Acquired 1999 |
| 87.1 | % | 712,338 |
| Macy's (8), Best Buy, Marshalls, Barnes & Noble, Regal Cinema, Target, Dick's Sporting Goods, Planet Fitness |
13. | Castleton Square |
| IN |
| Indianapolis |
| Fee |
| 100.0 | % | Built 1972 |
| 93.7 | % | 1,384,395 |
| Macy's, Von Maur, JCPenney, Dick's Sporting Goods, AMC Theatres |
14. | Cielo Vista Mall |
| TX |
| El Paso |
| Fee and Ground Lease (2027) (7) |
| 100.0 | % | Built 1974 |
| 99.8 | % | 1,244,987 |
| Macy's, Dillard's (8), JCPenney, Sears, Cinemark Theatres |
15. | Coconut Point |
| FL |
| Estero |
| Fee |
| 50.0 | % (4) | Built 2006 |
| 85.9 | % | 1,197,444 |
| Dillard's, Barnes & Noble, Best Buy, DSW, Office Max, PetSmart, Ross, T.J. Maxx, Hollywood Theatres, Super Target, Michael's, Total Wine & More, JoAnn Fabrics, Christmas Tree Shops (6), Home Centric (6), Hyatt Place Coconut Point (15), TownePlace Suites by Marriott (15) |
16. | College Mall |
| IN |
| Bloomington |
| Fee and Ground Lease (2048) (7) |
| 100.0 | % | Built 1965 |
| 79.2 | % | 609,768 |
| Target, Dick's Sporting Goods, Bed Bath & Beyond, Fresh Thyme |
17. | Columbia Center |
| WA |
| Kennewick |
| Fee |
| 100.0 | % | Acquired 1987 |
| 92.5 | % | 733,755 |
| Macy's (8), JCPenney, Barnes & Noble, DSW, Home Goods, Dick's Sporting Goods |
18. | Copley Place |
| MA |
| Boston |
| Fee |
| 94.4 | % (11) | Acquired 2002 |
| 90.1 | % | 1,263,627 |
| Neiman Marcus, Saks Fifth Avenue Men's, Boston Marriott Copley Place (15), The Westin Copley Place (15) |
19. | Coral Square |
| FL |
| Coral Springs (Miami) |
| Fee |
| 97.2 | % | Built 1984 |
| 91.4 | % | 944,159 |
| Macy's (8), JCPenney, Kohl's |
20. | Cordova Mall |
| FL |
| Pensacola |
| Fee |
| 100.0 | % | Acquired 1998 |
| 95.7 | % | 925,518 |
| Dillard's, Belk, Best Buy, Bed Bath & Beyond, Cost Plus World Market, Ross, Dick's Sporting Goods |
21. | Dadeland Mall |
| FL |
| Miami |
| Fee |
| 50.0 | % (4) | Acquired 1997 |
| 96.7 | % | 1,514,626 |
| Saks Fifth Avenue, Macy's (8), JCPenney, AC Hotel by Marriott |
22. | Del Amo Fashion Center |
| CA |
| Torrance (Los Angeles) |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 93.9 | % | 2,519,601 |
| Nordstrom, Macy's (8), JCPenney, Marshalls, Barnes & Noble, JoAnn Fabrics, AMC Theatres, Dick's Sporting Goods, Dave & Buster's, Mitsuwa Marketplace |
23. | Domain, The |
| TX |
| Austin |
| Fee |
| 100.0 | % | Built 2006 |
| 94.0 | % | 1,234,766 |
| Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, Lone Star Court (15), (16) |
24. | Empire Mall |
| SD |
| Sioux Falls |
| Fee and Ground Lease (2033) (7) |
| 100.0 | % | Acquired 1998 |
| 87.3 | % | 1,027,280 |
| Macy's, JCPenney, Hy-Vee, Dick's Sporting Goods |
25. | Falls, The |
| FL |
| Miami |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 98.2 | % | 709,540 |
| Macy's, Regal Cinema, The Fresh Market, LifeTime Athletic (6) |
26. | Fashion Centre at Pentagon City, The |
| VA |
| Arlington (Washington, DC) |
| Fee |
| 42.5 | % (4) | Built 1989 |
| 95.7 | % | 1,037,175 |
| Nordstrom, Macy's, The Ritz-Carlton (15) |
27
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Larger Retailers and Uses |
| | | | | | | | | | | | | | | | | |
27. | Fashion Mall at Keystone, The |
| IN |
| Indianapolis |
| Fee and Ground Lease (2067) (7) |
| 100.0 | % | Acquired 1997 |
| 93.6 | % | 716,744 |
| Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema, Sheraton (15) |
28. | Fashion Valley |
| CA |
| San Diego |
| Fee |
| 50.0 | % (4) | Acquired 2001 |
| 98.0 | % | 1,728,009 |
| Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres, Forever 21, The Container Store |
29. | Firewheel Town Center |
| TX |
| Garland (Dallas) |
| Fee |
| 100.0 | % | Built 2005 |
| 89.4 | % | 996,245 |
| Dillard's, Macy's, Barnes & Noble, DSW, AMC Theatres, Dick's Sporting Goods, Kids Empire/Hapik, Fairfield Inn by Marriott (14), (16) |
30. | Florida Mall, The |
| FL |
| Orlando |
| Fee |
| 50.0 | % (4) | Built 1986 |
| 96.8 | % | 1,724,998 |
| Macy's, Dillard's, JCPenney, Sears, H&M, Forever 21, Zara, American Girl, Dick's Sporting Goods, Crayola Experience, The Florida Hotel and Conference Center (15) |
31. | Forum Shops at Caesars Palace, The |
| NV |
| Las Vegas |
| Ground Lease (2050) |
| 100.0 | % | Built 1992 |
| 96.2 | % | 659,765 |
| Caesars Palace Las Vegas Hotel and Casino (15) |
32. | Galleria, The |
| TX |
| Houston |
| Fee |
| 50.4 | % (4) | Acquired 2002 |
| 96.0 | % | 2,012,383 |
| Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's, The Westin Galleria (15), The Westin Oaks (15), Life Time Tennis |
33. | Greenwood Park Mall |
| IN |
| Greenwood (Indianapolis) |
| Fee |
| 100.0 | % | Acquired 1979 |
| 97.7 | % | 1,286,654 |
| Macy's, Von Maur, JCPenney, Dick's Sporting Goods, Barnes & Noble, Regal Cinema, Dave & Buster's |
34. | Haywood Mall |
| SC |
| Greenville |
| Fee and Ground Lease (2067) (7) |
| 100.0 | % | Acquired 1998 |
| 98.0 | % | 1,237,364 |
| Macy's, Dillard's, JCPenney, Belk |
35. | King of Prussia |
| PA |
| King of Prussia (Philadelphia) |
| Fee |
| 100.0 | % | Acquired 2003 |
| 96.9 | % | 2,670,696 |
| Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Arhaus Furniture, Dick's Sporting Goods, Primark |
36. | La Plaza Mall |
| TX |
| McAllen |
| Fee and Ground Lease (2040) (7) |
| 100.0 | % | Built 1976 |
| 98.1 | % | 1,314,285 |
| Macy's (8), Dillard's, JCPenney, Wingate by Wyndham (15) |
37. | Lakeline Mall |
| TX |
| Cedar Park (Austin) |
| Fee |
| 100.0 | % | Built 1995 |
| 97.3 | % | 1,098,856 |
| Dillard's (8), Macy's, JCPenney, AMC Theatres |
38. | Lehigh Valley Mall |
| PA |
| Whitehall |
| Fee |
| 50.0 | % (4) | Acquired 2003 |
| 94.4 | % | 1,196,373 |
| Macy's, JCPenney, Boscov's, Barnes & Noble, Michael's, Dave & Buster's |
39. | Lenox Square |
| GA |
| Atlanta |
| Fee |
| 100.0 | % | Acquired 1998 |
| 96.6 | % | 1,553,502 |
| Neiman Marcus, Bloomingdale's, Macy's, JW Marriott (15), Hyatt Centric (14) |
40. | Livingston Mall |
| NJ |
| Livingston (New York) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 94.7 | % | 968,748 |
| Macy's, Barnes & Noble |
41. | Mall at Rockingham Park, The |
| NH |
| Salem (Boston) |
| Fee |
| 28.2 | % (4) | Acquired 1999 |
| 92.3 | % | 1,064,794 |
| JCPenney, Macy's, Dick's Sporting Goods, Cinemark Theatre |
42. | Mall of Georgia |
| GA |
| Buford (Atlanta) |
| Fee |
| 100.0 | % | Built 1999 |
| 94.8 | % | 1,840,342 |
| Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Havertys Furniture, Regal Cinema, Von Maur |
43. | Mall of New Hampshire, The |
| NH |
| Manchester |
| Fee and Ground Lease (2024-2027) (7) |
| 56.4 | % (4) | Acquired 1999 |
| 92.7 | % | 803,883 |
| Macy's, JCPenney, Best Buy, Dick's Sporting Goods, Dave & Buster's |
44. | McCain Mall |
| AR |
| N. Little Rock |
| Fee |
| 100.0 | % | Built 1973 |
| 95.0 | % | 793,852 |
| Dillard's, JCPenney, Regal Cinema |
45. | Meadowood Mall |
| NV |
| Reno |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 99.2 | % | 928,920 |
| Macy's (8), JCPenney, Dick's Sporting Goods, Crunch Fitness, Round 1 |
46. | Menlo Park Mall |
| NJ |
| Edison (New York) |
| Fee |
| 100.0 | % | Acquired 1997 |
| 90.4 | % | 1,331,605 |
| Nordstrom, Macy's, Barnes & Noble, AMC Dine-In Theatre |
47. | Miami International Mall |
| FL |
| Miami |
| Fee |
| 47.8 | % (4) | Built 1982 |
| 92.8 | % | 1,082,365 |
| Macy's (8), JCPenney, Kohl's |
48. | Midland Park Mall |
| TX |
| Midland |
| Fee |
| 100.0 | % | Built 1980 |
| 100.0 | % | 644,281 |
| Dillard's (8), JCPenney, Ross, Dick's Sporting Goods |
49. | Miller Hill Mall |
| MN |
| Duluth |
| Fee |
| 100.0 | % | Built 1973 |
| 94.9 | % | 829,535 |
| JCPenney, Barnes & Noble, DSW, Dick's Sporting Goods, Essentia Health West, Essentia Health East |
50. | North East Mall |
| TX |
| Hurst (Dallas) |
| Fee |
| 100.0 | % | Built 1971 |
| 97.3 | % | 1,646,409 |
| Dillard's, Macy's, JCPenney, Dick's Sporting Goods, Cinemark Theatres |
51. | Northshore Mall |
| MA |
| Peabody (Boston) |
| Fee |
| 56.4 | % (4) | Acquired 1999 |
| 92.1 | % | 1,509,844 |
| JCPenney, Nordstrom, Macy's (8), Barnes & Noble, Shaw's Grocery, The Container Store, Tesla Sales and Service, Life Time Athletic |
52. | Ocean County Mall |
| NJ |
| Toms River (New York) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 86.4 | % | 886,603 |
| Macy's, Boscov's, JCPenney, LA Fitness, HomeSense, Ulta |
53. | Orland Square |
| IL |
| Orland Park (Chicago) |
| Fee |
| 100.0 | % | Acquired 1997 |
| 99.4 | % | 1,229,884 | | Macy's, JCPenney, Dave & Buster's, Von Maur |
54. | Oxford Valley Mall |
| PA |
| Langhorne (Philadelphia) |
| Fee |
| 85.5 | % | Acquired 2003 |
| 79.0 | % | 1,340,258 |
| Macy's, JCPenney, United Artists Theatre |
55. | Penn Square Mall |
| OK |
| Oklahoma City |
| Ground Lease (2060) |
| 94.5 | % | Acquired 2002 |
| 94.5 | % | 1,083,693 |
| Macy's, Dillard's (8), JCPenney, AMC Theatres, The Container Store |
56. | Pheasant Lane Mall |
| NH |
| Nashua |
| - |
| — | % (12) | Acquired 2002 |
| 94.4 | % | 979,595 |
| JCPenney, Target, Macy's, Dick's Sporting Goods |
28
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Larger Retailers and Uses |
| | | | | | | | | | | | | | | | | |
57. | Phipps Plaza |
| GA |
| Atlanta |
| Fee |
| 100.0 | % | Acquired 1998 |
| 93.2 | % | 785,367 | | Saks Fifth Avenue, Nordstrom, AMC Theatres, Arhaus Furniture, Legoland Discovery Center, AC Hotel by Marriott, Life Time Athletic (6), Life Time Work (6), Nobu Hotel and Restaurant (6), (16) |
58. | Plaza Carolina |
| PR |
| Carolina (San Juan) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 85.7 | % | 1,157,596 |
| JCPenney, Tiendas Capri, Econo, T.J. Maxx, Caribbean Cinemas, Burlington |
59. | Prien Lake Mall |
| LA |
| Lake Charles |
| Fee and Ground Lease (2040) (7) |
| 100.0 | % | Built 1972 |
| 88.3 | % | 719,189 |
| Dillard's, JCPenney, Cinemark Theatres, Kohl's, Dick's Sporting Goods, T.J. Maxx/HomeGoods |
60. | Quaker Bridge Mall |
| NJ |
| Lawrenceville |
| Fee |
| 50.0 | % (4) | Acquired 2003 |
| 95.1 | % | 1,081,297 |
| Macy's, JCPenney |
61. | Rockaway Townsquare |
| NJ |
| Rockaway (New York) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 81.8 | % | 1,245,980 |
| Macy's, JCPenney, Raymour & Flanigan |
62. | Roosevelt Field |
| NY |
| Garden City (New York) |
| Fee and Ground Lease (2090) (7) |
| 100.0 | % | Acquired 1998 |
| 97.5 | % | 2,344,758 |
| Bloomingdale's, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, AMC Entertainment, XSport Fitness, Neiman Marcus, Primark (6), Residence Inn by Marriott |
63. | Ross Park Mall |
| PA |
| Pittsburgh |
| Fee |
| 100.0 | % | Built 1986 |
| 96.0 | % | 1,234,239 |
| JCPenney, Nordstrom, L.L. Bean, Macy's (8), Crate & Barrel |
64. | Santa Rosa Plaza |
| CA |
| Santa Rosa |
| Fee |
| 100.0 | % | Acquired 1998 |
| 93.1 | % | 693,075 |
| Macy's, Forever 21 |
65. | Shops at Chestnut Hill, The |
| MA |
| Chestnut Hill (Boston) |
| Fee |
| 94.4 | % | Acquired 2002 |
| 97.9 | % | 470,062 |
| Bloomingdale's (8) |
66. | Shops at Clearfork, The |
| TX |
| Fort Worth |
| Fee |
| 45.0 | % (4) | Built 2017 |
| 86.2 | % | 550,748 |
| Neiman Marcus, Arhaus Furniture, AMC Theatres, Pinstripes, (16) |
67. | Shops at Crystals, The |
| NV |
| Las Vegas |
| Fee |
| 50.0 | % (4) | Acquired 2016 |
| 87.0 | % | 272,248 |
| Aria Resort and Casino (15) |
68. | Shops at Nanuet, The |
| NY |
| Nanuet |
| Fee |
| 100.0 | % | Redeveloped 2013 |
| 79.6 | % | 757,952 |
| Regal Cinema, 24 Hour Fitness, At Home, Stop & Shop |
69. | Shops at Mission Viejo, The |
| CA |
| Mission Viejo (Los Angeles) |
| Fee |
| 51.0 | % (4) | Built 1979 |
| 89.7 | % | 1,235,413 |
| Nordstrom, Macy's (8), Dick's Sporting Goods |
70. | Shops at Riverside, The |
| NJ |
| Hackensack (New York) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 91.4 | % | 723,506 |
| Bloomingdale's, Barnes & Noble, Arhaus Furniture, AMC Theatres, Life Time Studio |
71. | Smith Haven Mall |
| NY |
| Lake Grove (New York) |
| Fee |
| 25.0 | % (4) (2) | Acquired 1995 |
| 91.7 | % | 1,204,769 |
| Macy's (8), Dick's Sporting Goods, Barnes & Noble, L.L. Bean |
72. | South Hills Village |
| PA |
| Pittsburgh |
| Fee |
| 100.0 | % | Acquired 1997 |
| 90.6 | % | 1,128,994 |
| Macy's (8), Barnes & Noble, AMC Cinemas, Dick's Sporting Goods, Target, DSW, Ulta |
73. | South Shore Plaza |
| MA |
| Braintree (Boston) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 95.4 | % | 1,590,717 |
| Macy's, Sears, Nordstrom, Target, Primark |
74. | Southdale Center |
| MN |
| Edina (Minneapolis) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 88.0 | % | 1,246,152 |
| Macy's, AMC Theatres, Dave & Buster's, RH Minneapolis, Life Time Athletic, Life Time Work/Sport, Homewood Suites by Hilton, (16) |
75. | SouthPark |
| NC |
| Charlotte |
| Fee and Ground Lease (2040) (9) |
| 100.0 | % | Acquired 2002 |
| 99.0 | % | 1,688,480 |
| Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel, The Container Store, (16) |
76. | Springfield Mall (1) |
| PA |
| Springfield (Philadelphia) |
| Fee |
| 50.0 | % (4) | Acquired 2005 |
| 88.4 | % | 610,134 |
| Macy's, Target |
77. | St. Charles Towne Center |
| MD |
| Waldorf (Washington, DC) |
| Fee |
| 100.0 | % | Built 1990 |
| 89.8 | % | 980,450 |
| Macy's (8), JCPenney, Kohl's, Dick Sporting Goods, AMC Theatres |
78. | St. Johns Town Center |
| FL |
| Jacksonville |
| Fee |
| 50.0 | % (4) | Built 2005 |
| 95.2 | % | 1,454,187 |
| Nordstrom, Dillard's, Arhaus Furniture, Dick's Sporting Goods, Barnes & Noble, RH Jacksonville, Homewood Suites by Hilton (15) |
| | | | | | | | | | | | | | | |
| Target, Ashley Furniture Home Store, Ross, DSW, JoAnn Fabrics, PetsMart |
79. | Stanford Shopping Center |
| CA |
| Palo Alto (San Jose) |
| Ground Lease (2064) |
| 94.4 | % (11) | Acquired 2003 |
| 91.9 | % | 1,287,980 |
| Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Crate and Barrel, The Container Store, RH Palo Alto (6) |
80. | Stoneridge Shopping Center |
| CA |
| Pleasanton (San Francisco) |
| Fee |
| 49.9 | % (4) | Acquired 2007 |
| 95.8 | % | 1,299,562 |
| Macy's (8), JCPenney, Arhaus Furniture (6) |
81. | Summit Mall |
| OH |
| Akron |
| Fee |
| 100.0 | % | Built 1965 |
| 91.6 | % | 774,483 |
| Dillard's (8), Macy's, Arhaus Furniture |
82. | Tacoma Mall |
| WA |
| Tacoma (Seattle) |
| Fee |
| 100.0 | % | Acquired 1987 |
| 91.8 | % | 1,240,292 |
| Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, Nordstrom Rack, Total Wine and More, Ulta, Kohl's (6) |
83. | Tippecanoe Mall |
| IN |
| Lafayette |
| Fee |
| 100.0 | % | Built 1973 |
| 81.5 | % | 864,844 |
| Macy's, JCPenney, Kohl's, Dick's Sporting Goods |
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Larger Retailers and Uses |
| Malls | | | | | | | | | | | | | | | | |
1. | Apple Blossom Mall |
| VA |
| Winchester |
| Fee |
| 49.1 | % (4) | Acquired 1999 |
| 89.3 | % | 473,909 |
| Belk, JCPenney, AMC Cinemas |
2. | Auburn Mall |
| MA |
| Auburn |
| Fee |
| 56.4 | % (4) | Acquired 1999 |
| 95.7 | % | 498,585 |
| Macy's, Reliant Medical (15) |
3. | Aventura Mall (1) |
| FL |
| Miami Beach (Miami) |
| Fee |
| 33.3 | % (4) | Built 1983 |
| 93.7 | % | 2,125,039 |
| Bloomingdale's, Macy's (8), JCPenney, Nordstrom, Equinox Fitness Clubs, AMC Theatres |
4. | Barton Creek Square |
| TX |
| Austin |
| Fee |
| 100.0 | % | Built 1981 |
| 93.8 | % | 1,450,120 |
| Nordstrom, Macy's, Dillard's (8), JCPenney, AMC Theatres |
5. | Battlefield Mall |
| MO |
| Springfield |
| Fee and Ground Lease (2056) |
| 100.0 | % | Built 1970 |
| 97.6 | % | 1,202,894 |
| Macy's, Dillard's (8), JCPenney |
6. | Bay Park Square |
| WI |
| Green Bay |
| Fee |
| 100.0 | % | Built 1980 |
| 94.6 | % | 690,367 |
| Kohl's, Marcus Cinema 16, Dave & Buster's, Steinhafel Furniture, Hy-Vee |
7. | Brea Mall |
| CA |
| Brea (Los Angeles) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 98.7 | % | 1,312,469 |
| Nordstrom, Macy's (8), JCPenney, Life Time (6), Dick's Sporting Goods (6) |
8. | Briarwood Mall |
| MI |
| Ann Arbor |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 94.7 | % | 978,578 |
| Macy's, JCPenney, Von Maur, Harvest Market (6), Hilton Garden Inn (15), Towne Place Suites by Marriott (15) |
9. | Brickell City Centre (1) |
| FL |
| Miami |
| Fee |
| 25.0 | % (4) | Built 2016 |
| 92.7 | % | 474,976 |
| Saks Fifth Avenue, Cinemex, EAST Miami Hotel (15) |
10. | Broadway Square |
| TX |
| Tyler |
| Fee |
| 100.0 | % | Acquired 1994 |
| 98.3 | % | 613,188 |
| Dillard's, JCPenney, Dick's Sporting Goods, HomeGoods, Party City |
11. | Burlington Mall |
| MA |
| Burlington (Boston) |
| Fee and Ground Lease (2026) (7) |
| 100.0 | % | Acquired 1998 |
| 93.0 | % | 1,257,403 |
| Macy's, Nordstrom, Crate & Barrel, Primark, Arhaus Furniture |
12. | Cape Cod Mall |
| MA |
| Hyannis |
| Fee and Ground Leases (2029-2073) (7) |
| 56.4 | % (4) | Acquired 1999 |
| 89.8 | % | 712,316 |
| Macy's (8), Best Buy, Marshalls, Barnes & Noble, Regal Cinema, Target, Dick's Sporting Goods, Planet Fitness |
13. | Castleton Square |
| IN |
| Indianapolis |
| Fee |
| 100.0 | % | Built 1972 |
| 93.1 | % | 1,378,543 |
| Macy's, Von Maur, JCPenney, Dick's Sporting Goods, AMC Theatres |
14. | Cielo Vista Mall |
| TX |
| El Paso |
| Fee and Ground Lease (2027) (7) |
| 100.0 | % | Built 1974 |
| 97.4 | % | 1,244,921 |
| Macy's, Dillard's (8), JCPenney, Sears, Cinemark Theatres |
15. | Coconut Point |
| FL |
| Estero |
| Fee |
| 50.0 | % (4) | Built 2006 |
| 94.6 | % | 1,122,671 |
| Dillard's, Barnes & Noble (10), Best Buy, DSW, Office Max, PetSmart, Ross, T.J. Maxx, Super Target, Michael's, Total Wine & More, JoAnn Fabrics, Home Centric, PGA TOUR Superstore, Hyatt Place Coconut Point (15), TownePlace Suites by Marriott (15) |
16. | College Mall |
| IN |
| Bloomington |
| Fee and Ground Lease (2048) (7) |
| 100.0 | % | Built 1965 |
| 86.0 | % | 610,243 |
| Target, Dick's Sporting Goods, Fresh Thyme, Dave & Buster's (6) |
17. | Columbia Center |
| WA |
| Kennewick |
| Fee |
| 100.0 | % | Acquired 1987 |
| 95.0 | % | 763,262 |
| Macy's (8), JCPenney, Barnes & Noble, DSW, Home Goods, Dick's Sporting Goods, JoAnn Fabrics |
18. | Copley Place |
| MA |
| Boston |
| Fee |
| 94.4 | % (11) | Acquired 2002 |
| 91.2 | % | 1,258,499 |
| Neiman Marcus, Saks Fifth Avenue Men's, Boston Marriott Copley Place (15), The Westin Copley Place (15) |
19. | Coral Square |
| FL |
| Coral Springs (Miami) |
| Fee |
| 97.2 | % | Built 1984 |
| 94.9 | % | 944,930 |
| Macy's (8), JCPenney, Kohl's |
20. | Cordova Mall |
| FL |
| Pensacola |
| Fee |
| 100.0 | % | Acquired 1998 |
| 98.8 | % | 932,823 |
| Dillard's, Belk, Best Buy, Cost Plus World Market, Ross, Dick's Sporting Goods |
21. | Dadeland Mall |
| FL |
| Miami |
| Fee |
| 50.0 | % (4) | Acquired 1997 |
| 98.6 | % | 1,512,286 |
| Saks Fifth Avenue, Macy's (8), JCPenney, AC Hotel by Marriott |
22. | Del Amo Fashion Center |
| CA |
| Torrance (Los Angeles) |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 94.3 | % | 2,506,375 |
| Nordstrom, Macy's (8), JCPenney, Marshalls, Barnes & Noble, JoAnn Fabrics, AMC Theatres, Dick's Sporting Goods, Dave & Buster's, Mitsuwa Marketplace |
23. | Domain, The |
| TX |
| Austin |
| Fee |
| 100.0 | % | Built 2006 |
| 91.8 | % | 1,235,864 |
| Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, Lone Star Court (15), (16) |
24. | Empire Mall |
| SD |
| Sioux Falls |
| Fee and Ground Lease (2033) (7) |
| 100.0 | % | Acquired 1998 |
| 89.4 | % | 1,168,222 |
| Macy's, JCPenney, Hy-Vee, Dick's Sporting Goods, Crunch Fitness, Dillard's (6) |
25. | Falls, The |
| FL |
| Miami |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 97.8 | % | 708,039 |
| Macy's, Regal Cinema, The Fresh Market, LifeTime Athletic |
26. | Fashion Centre at Pentagon City, The |
| VA |
| Arlington (Washington, DC) |
| Fee |
| 42.5 | % (4) | Built 1989 |
| 97.1 | % | 1,035,830 |
| Nordstrom, Macy's, The Ritz-Carlton (15) |
29
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Larger Retailers and Uses |
| | | | | | | | | | | | | | | | | |
84. | Town Center at Boca Raton |
| FL |
| Boca Raton (Miami) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 98.0 | % | 1,778,770 |
| Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Crate & Barrel, The Container Store, Joseph's Classic Market, Arhaus Furniture |
85. | Towne East Square |
| KS |
| Wichita |
| Fee |
| 100.0 | % | Built 1975 |
| 99.3 | % | 1,157,209 |
| Dillard's, Von Maur, JCPenney, Round 1, Scheels (6) |
86. | Treasure Coast Square |
| FL |
| Jensen Beach |
| Fee |
| 100.0 | % | Built 1987 |
| 88.6 | % | 874,998 |
| Macy's, Dillard's, JCPenney, Regal Cinema |
87. | Tyrone Square |
| FL |
| St. Petersburg (Tampa) |
| Fee |
| 100.0 | % | Built 1972 |
| 90.0 | % | 960,554 |
| Macy's, Dillard's, JCPenney, DSW, Cobb 10 Luxury Theatres, Dick's Sporting Goods, Hitchcock's Green Market, PetSmart |
88. | University Park Mall |
| IN |
| Mishawaka |
| Fee |
| 100.0 | % | Built 1979 |
| 91.8 | % | 918,673 |
| Macy's, JCPenney, Barnes & Noble |
89. | Walt Whitman Shops |
| NY |
| Huntington Station (New York) |
| Fee and Ground Lease (2032) (7) |
| 100.0 | % | Acquired 1998 |
| 99.1 | % | 1,084,648 |
| Saks Fifth Avenue, Bloomingdale’s, Macy’s |
90. | West Town Mall |
| TN |
| Knoxville |
| Fee and Ground Lease (2042) |
| 50.0 | % (4) | Acquired 1991 |
| 93.9 | % | 1,282,015 |
| Belk (8), Dillard’s, JCPenney, Regal Cinebarre Theatre, Dick's House of Sport, Tesla Sales and Service |
91. | Westchester, The |
| NY |
| White Plains (New York) |
| Fee |
| 40.0 | % (4) | Acquired 1997 |
| 91.0 | % | 805,135 |
| Neiman Marcus, Nordstrom, Crate and Barrel, Arhaus Furniture (6) |
92. | White Oaks Mall |
| IL |
| Springfield |
| Fee |
| 80.7 | % | Built 1977 |
| 81.5 | % | 942,837 |
| Macy's, Dick's Sporting Goods, LA Fitness, Michael's, State of Illinois Department of Central Management Services (6) |
93. | Wolfchase Galleria |
| TN |
| Memphis |
| Fee |
| 94.5 | % | Acquired 2002 |
| 96.6 | % | 1,151,481 |
| Macy's, Dillard's, JCPenney, Malco Theatres, Courtyard by Marriott (14) |
94. | Woodfield Mall |
| IL |
| Schaumburg (Chicago) |
| Fee |
| 50.0 | % (4) | Acquired 2012 |
| 93.0 | % | 2,154,014 |
| Nordstrom, Macy's, JCPenney, Enterrium, Peppa Pig World of Play |
95. | Woodland Hills Mall |
| OK |
| Tulsa |
| Fee |
| 94.5 | % | Acquired 2002 |
| 96.1 | % | 1,095,915 |
| Macy's, Dillard's, JCPenney, Holiday Inn Express (15), Courtyard by Marriott (15) |
| Total Mall GLA | | | | | | | | | | | | | | 108,070,914 | (18) | |
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Larger Retailers and Uses |
27. | Fashion Mall at Keystone, The |
| IN |
| Indianapolis |
| Fee and Ground Lease (2067) (7) |
| 100.0 | % | Acquired 1997 |
| 97.2 | % | 710,416 |
| Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema, Sheraton (15) |
28. | Fashion Valley |
| CA |
| San Diego |
| Fee |
| 50.0 | % (4) | Acquired 2001 |
| 97.6 | % | 1,728,913 |
| Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres, Forever 21, The Container Store |
29. | Firewheel Town Center |
| TX |
| Garland (Dallas) |
| Fee |
| 100.0 | % | Built 2005 |
| 93.7 | % | 996,102 |
| Dillard's, Macy's, Barnes & Noble, DSW, AMC Theatres, Dick's Sporting Goods, Kids Empire/Hapik, Fairfield Inn by Marriott (14), (16) |
30. | Florida Mall, The |
| FL |
| Orlando |
| Fee |
| 50.0 | % (4) | Built 1986 |
| 99.0 | % | 1,726,423 |
| Macy's, Dillard's, JCPenney, Sears, H&M, Zara, American Girl, Dick's Sporting Goods, Crayola Experience, Primark (6), The Florida Hotel and Conference Center (15) |
31. | Forum Shops at Caesars Palace, The |
| NV |
| Las Vegas |
| Ground Lease (2050) |
| 100.0 | % | Built 1992 |
| 98.7 | % | 677,254 |
| Caesars Palace Las Vegas Hotel and Casino (15) |
32. | Galleria, The |
| TX |
| Houston |
| Fee |
| 50.4 | % (4) | Acquired 2002 |
| 94.8 | % | 2,006,392 |
| Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's, The Westin Galleria (15), The Westin Oaks (15), Life Time Tennis |
33. | Greenwood Park Mall |
| IN |
| Greenwood (Indianapolis) |
| Fee |
| 100.0 | % | Acquired 1979 |
| 98.4 | % | 1,285,587 |
| Macy's, Von Maur, JCPenney, Dick's Sporting Goods, Barnes & Noble, Regal Cinema, Dave & Buster's |
34. | Haywood Mall |
| SC |
| Greenville |
| Fee and Ground Lease (2067) (7) |
| 100.0 | % | Acquired 1998 |
| 94.9 | % | 1,251,801 |
| Macy's, Dillard's, JCPenney, Belk |
35. | King of Prussia |
| PA |
| King of Prussia (Philadelphia) |
| Fee |
| 100.0 | % | Acquired 2003 |
| 96.2 | % | 2,669,140 |
| Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Arhaus Furniture, Dick's Sporting Goods, Primark |
36. | La Plaza Mall |
| TX |
| McAllen |
| Fee and Ground Lease (2040) (7) |
| 100.0 | % | Built 1976 |
| 99.6 | % | 1,323,670 |
| Macy's (8), Dillard's, JCPenney, Primark (6), Wingate by Wyndham (15) |
37. | Lakeline Mall |
| TX |
| Cedar Park (Austin) |
| Fee |
| 100.0 | % | Built 1995 |
| 96.2 | % | 1,098,830 |
| Dillard's (8), Macy's, JCPenney, AMC Theatres |
38. | Lehigh Valley Mall |
| PA |
| Whitehall |
| Fee |
| 50.0 | % (4) | Acquired 2003 |
| 94.4 | % | 1,197,641 |
| Macy's, JCPenney, Boscov's, Barnes & Noble, Michael's, Dave & Buster's |
39. | Lenox Square |
| GA |
| Atlanta |
| Fee |
| 100.0 | % | Acquired 1998 |
| 99.5 | % | 1,561,760 |
| Neiman Marcus, Bloomingdale's, Macy's, JW Marriott (15), Hyatt Centric (14) |
40. | Mall at Rockingham Park, The |
| NH |
| Salem (Boston) |
| Fee |
| 28.2 | % (4) | Acquired 1999 |
| 96.9 | % | 1,063,692 |
| JCPenney, Macy's, Dick's Sporting Goods, Cinemark Theatre |
41. | Mall of Georgia |
| GA |
| Buford (Atlanta) |
| Fee |
| 100.0 | % | Built 1999 |
| 97.1 | % | 1,839,287 |
| Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Havertys Furniture, Regal Cinema, Von Maur |
42. | Mall of New Hampshire, The |
| NH |
| Manchester |
| Fee and Ground Lease (2027-2029) (7) |
| 56.4 | % (4) | Acquired 1999 |
| 96.9 | % | 803,161 |
| Macy's, JCPenney, Best Buy, Dick's Sporting Goods, Dave & Buster's |
43. | McCain Mall |
| AR |
| N. Little Rock |
| Fee |
| 100.0 | % | Built 1973 |
| 94.4 | % | 789,435 |
| Dillard's, JCPenney, Regal Cinema |
44. | Meadowood Mall |
| NV |
| Reno |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 99.5 | % | 927,444 |
| Macy's (8), JCPenney, Dick's Sporting Goods, Crunch Fitness, Round 1 |
45. | Menlo Park Mall |
| NJ |
| Edison (New York) |
| Fee |
| 100.0 | % | Acquired 1997 |
| 98.2 | % | 1,275,426 |
| Nordstrom, Macy's, Barnes & Noble, AMC Dine-In Theatre |
46. | Miami International Mall |
| FL |
| Miami |
| Fee |
| 47.8 | % (4) | Built 1982 |
| 99.6 | % | 1,080,615 |
| Macy's (8), JCPenney, |
47. | Midland Park Mall |
| TX |
| Midland |
| Fee |
| 100.0 | % | Built 1980 |
| 99.9 | % | 644,974 |
| Dillard's (8), JCPenney, Ross, Dick's Sporting Goods |
48. | Miller Hill Mall |
| MN |
| Duluth |
| Fee |
| 100.0 | % | Built 1973 |
| 96.5 | % | 833,741 |
| JCPenney, Barnes & Noble, DSW, Dick's Sporting Goods, Essentia Health West, Essentia Health East |
49. | North East Mall |
| TX |
| Hurst (Dallas) |
| Fee |
| 100.0 | % | Built 1971 |
| 94.7 | % | 1,644,996 |
| Dillard's, Macy's, JCPenney, Dick's Sporting Goods, Cinemark Theatres |
50. | Northshore Mall |
| MA |
| Peabody (Boston) |
| Fee |
| 56.4 | % (4) | Acquired 1999 |
| 91.7 | % | 1,584,045 |
| JCPenney, Nordstrom, Macy's (8), Barnes & Noble, Shaw's Grocery, The Container Store, Tesla Sales and Service, Life Time Athletic, L.L. Bean, Arhaus Furniture |
51. | Ocean County Mall |
| NJ |
| Toms River (New York) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 96.4 | % | 889,661 |
| Macy's, Boscov's, JCPenney, LA Fitness, HomeSense, Ulta |
52. | Orland Square |
| IL |
| Orland Park (Chicago) |
| Fee |
| 100.0 | % | Acquired 1997 |
| 97.7 | % | 1,230,541 |
| Macy's, JCPenney, Dave & Buster's, Von Maur |
53. | Penn Square Mall |
| OK |
| Oklahoma City |
| Ground Lease (2060) |
| 94.5 | % | Acquired 2002 |
| 96.8 | % | 1,083,361 | | Macy's, Dillard's (8), JCPenney, AMC Theatres, The Container Store |
54. | Pheasant Lane Mall |
| NH |
| Nashua |
| - |
| — | % (12) | Acquired 2002 |
| 97.3 | % | 978,753 |
| JCPenney, Target, Macy's, Dick's Sporting Goods |
30
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) |
| Total GLA |
| Selected Tenants |
| Premium Outlets | | | | | | | | | | | | | | | | |
1. | Albertville Premium Outlets |
| MN |
| Albertville (Minneapolis) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 89.3 | % | 337,689 |
| Coach, Gap Outlet, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Under Armour |
2. | Allen Premium Outlets |
| TX |
| Allen (Dallas) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 100.0 | % | 548,464 |
| Adidas, Armani Outlet, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Polo Ralph Lauren, Staybridge Suites (14), The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
3. | Aurora Farms Premium Outlets |
| OH |
| Aurora (Cleveland) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 83.2 | % | 271,209 |
| Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour |
4. | Birch Run Premium Outlets |
| MI |
| Birch Run (Detroit) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 88.7 | % | 593,931 |
| Adidas, Calvin Klein, Coach, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn/Williams-Sonoma Outlet, Tommy Hilfiger, The North Face, Under Armour |
5. | Camarillo Premium Outlets |
| CA |
| Camarillo (Los Angeles) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 94.3 | % | 686,106 |
| Adidas, Calvin Klein, Coach, Columbia Sportswear, Giorgio Armani, H&M, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
6. | Carlsbad Premium Outlets |
| CA |
| Carlsbad (San Diego) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 98.5 | % | 289,087 |
| Adidas, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tory Burch, Under Armour |
7. | Carolina Premium Outlets |
| NC |
| Smithfield (Raleigh) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 97.6 | % | 438,728 |
| Adidas, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
8. | Charlotte Premium Outlets |
| NC |
| Charlotte |
| Fee |
| 50.0 | % (4) | Built 2014 |
| 96.9 | % | 398,351 |
| Adidas, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour |
9. | Chicago Premium Outlets |
| IL |
| Aurora (Chicago) |
| Fee |
| 100.0 | % | Built 2004 |
| 92.7 | % | 687,119 |
| Adidas, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, RH Outlet, Saks Fifth Avenue Off 5th, Under Armour |
10. | Cincinnati Premium Outlets |
| OH |
| Monroe (Cincinnati) |
| Fee |
| 100.0 | % | Built 2009 |
| 89.7 | % | 398,960 |
| Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
11. | Clarksburg Premium Outlets |
| MD |
| Clarksburg (Washington, DC) |
| Fee |
| 66.0 | % (4) | Built 2016 |
| 88.4 | % | 390,146 |
| Armani Outlet, A/X Armani Exchange, Adidas, Calvin Klein, Coach, Columbia Sportswear, Express, Kate Spade New York, Lafayette 148 New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Tommy Hilfiger, Tory Burch, Under Armour, Vince |
12. | Clinton Premium Outlets |
| CT |
| Clinton |
| Fee |
| 100.0 | % | Acquired 2004 |
| 98.9 | % | 276,225 |
| Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour |
13. | Denver Premium Outlets |
| CO |
| Thornton (Denver) |
| Fee |
| 100.0 | % | Built 2018 |
| 100.0 | % | 328,100 |
| Adidas, A/X Armani Exchange, Calvin Klein, Coach, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines, Staybridge Suites (15) |
14. | Desert Hills Premium Outlets |
| CA |
| Cabazon (Palm Springs) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 99.4 | % | 655,235 |
| Alexander McQueen, Armani Outlet, Balenciaga, Bottega Veneta, Brunello Cucinelli, Burberry, Coach, Ermenegildo Zegna, Fendi, Gucci, Jimmy Choo, Loro Piana, Marc Jacobs, Moncler, Mulberry, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Prada, Saint Laurent Paris, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Stuart Weitzman, Tory Burch, Valentino |
15. | Ellenton Premium Outlets |
| FL |
| Ellenton (Tampa) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 96.1 | % | 477,137 |
| Adidas, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour |
16. | Folsom Premium Outlets |
| CA |
| Folsom (Sacramento) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 83.9 | % | 298,038 |
| Adidas, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger, Under Armour |
17. | Gilroy Premium Outlets |
| CA |
| Gilroy (San Jose) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 82.0 | % | 578,505 |
| Adidas, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger |
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Larger Retailers and Uses |
55. | Phipps Plaza |
| GA |
| Atlanta |
| Fee |
| 100.0 | % | Acquired 1998 |
| 94.3 | % | 941,962 |
| Saks Fifth Avenue, Nordstrom, AMC Theatres, Arhaus Furniture, Legoland Discovery Center, AC Hotel by Marriott, Life Time Athletic, Life Time Work, Nobu Hotel and Restaurant, (16) |
56. | Plaza Carolina |
| PR |
| Carolina (San Juan) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 87.3 | % | 1,156,417 |
| JCPenney, Tiendas Capri, Econo, T.J. Maxx, Caribbean Cinemas, Burlington |
57. | Prien Lake Mall |
| LA |
| Lake Charles |
| Fee and Ground Lease (2040) (7) |
| 100.0 | % | Built 1972 |
| 90.0 | % | 719,289 | | Dillard's, JCPenney, Cinemark Theatres, Kohl's, Dick's Sporting Goods, T.J. Maxx/HomeGoods |
58. | Quaker Bridge Mall |
| NJ |
| Lawrenceville |
| Fee |
| 50.0 | % (4) | Acquired 2003 |
| 95.4 | % | 1,080,938 |
| Macy's, JCPenney |
59. | Rockaway Townsquare |
| NJ |
| Rockaway (New York) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 96.3 | % | 1,243,804 |
| Macy's, JCPenney, Raymour & Flanigan |
60. | Roosevelt Field |
| NY |
| Garden City (New York) |
| Fee and Ground Lease (2090) (7) |
| 100.0 | % | Acquired 1998 |
| 98.8 | % | 2,349,859 |
| Bloomingdale's, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, AMC Entertainment, XSport Fitness, Neiman Marcus, Primark, Residence Inn by Marriott |
61. | Ross Park Mall |
| PA |
| Pittsburgh |
| Fee |
| 100.0 | % | Built 1986 |
| 98.9 | % | 1,233,079 |
| JCPenney, Nordstrom, L.L. Bean, Macy's (8), Crate & Barrel, Dick's House of Sport (6) |
62. | Santa Rosa Plaza |
| CA |
| Santa Rosa |
| Fee |
| 100.0 | % | Acquired 1998 |
| 96.2 | % | 698,074 |
| Macy's, Forever 21 (13) |
63. | Shops at Chestnut Hill, The |
| MA |
| Chestnut Hill (Boston) |
| Fee |
| 94.4 | % | Acquired 2002 |
| 99.4 | % | 470,062 |
| Bloomingdale's (8) |
64. | Shops at Clearfork, The |
| TX |
| Fort Worth |
| Fee |
| 45.0 | % (4) | Built 2017 |
| 95.1 | % | 556,703 |
| Neiman Marcus, Arhaus Furniture, AMC Theatres, Pinstripes, (16) |
65. | Shops at Crystals, The |
| NV |
| Las Vegas |
| Fee |
| 50.0 | % (4) | Acquired 2016 |
| 97.4 | % | 273,171 |
| Aria Resort and Casino (15) |
66. | Shops at Mission Viejo, The |
| CA |
| Mission Viejo (Los Angeles) |
| Fee |
| 51.0 | % (4) | Built 1979 |
| 97.5 | % | 1,260,952 |
| Nordstrom, Macy's (8), Dick's Sporting Goods |
67. | Shops at Nanuet, The |
| NY |
| Nanuet |
| Fee |
| 100.0 | % | Redeveloped 2013 |
| 75.5 | % | 757,652 |
| Regal Cinema, 24 Hour Fitness, At Home, Stop & Shop |
68. | Shops at Riverside, The |
| NJ |
| Hackensack (New York) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 92.3 | % | 726,132 |
| Bloomingdale's, Barnes & Noble, Arhaus Furniture, AMC Theatres, Life Time Studio |
69. | Smith Haven Mall |
| NY |
| Lake Grove (New York) |
| Fee |
| 25.0 | % (4) (2) | Acquired 1995 |
| 97.7 | % | 1,249,209 |
| Macy's (8), Dick's Sporting Goods, Barnes & Noble, L.L. Bean, Primark (6), Stony Brook Medical (6) |
70. | South Hills Village |
| PA |
| Pittsburgh |
| Fee |
| 100.0 | % | Acquired 1997 |
| 97.1 | % | 1,123,907 |
| Macy's (8), Barnes & Noble, AMC Cinemas, Dick's Sporting Goods, Target, DSW, Ulta, Von Maur (6), Ashley HomeStore (6) |
71. | South Shore Plaza |
| MA |
| Braintree (Boston) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 94.8 | % | 1,590,586 |
| Macy's, Sears, Nordstrom, Target, Primark |
72. | Southdale Center |
| MN |
| Edina (Minneapolis) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 86.8 | % | 1,148,722 |
| Macy's, AMC Theatres, Dave & Buster's, RH Minneapolis, Life Time Athletic, Life Time Work/Sport, Kowalski's Market (6), Homewood Suites by Hilton, (16) |
73. | SouthPark |
| NC |
| Charlotte |
| Fee and Ground Lease (2040) (9) |
| 100.0 | % | Acquired 2002 |
| 98.8 | % | 1,685,220 |
| Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel, The Container Store, (16) |
74. | Springfield Mall (1) |
| PA |
| Springfield (Philadelphia) |
| Fee |
| 50.0 | % (4) | Acquired 2005 |
| 91.9 | % | 610,322 |
| Macy's, Target |
75. | St. Charles Towne Center |
| MD |
| Waldorf (Washington, DC) |
| Fee |
| 100.0 | % | Built 1990 |
| 82.4 | % | 980,164 |
| Macy's (8), JCPenney, Kohl's, Dick Sporting Goods, AMC Theatres |
76. | St. Johns Town Center |
| FL |
| Jacksonville |
| Fee |
| 50.0 | % (4) | Built 2005 |
| 97.5 | % | 1,444,638 |
| Nordstrom, Dillard's, Arhaus Furniture, Dick's Sporting Goods, Barnes & Noble, RH Jacksonville, Homewood Suites by Hilton (15), AC Hotel by Marriott (6) |
| | | | | | | | | | | | | | | |
| Target, Ashley Furniture Home Store, Ross, DSW, JoAnn Fabrics, PetsMart, Marshalls |
77. | Stanford Shopping Center |
| CA |
| Palo Alto (San Jose) |
| Ground Lease (2064) |
| 94.4 | % (11) | Acquired 2003 |
| 99.0 | % | 1,291,823 |
| Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Crate and Barrel, The Container Store, Wilkes Bashford, RH Palo Alto (6) |
78. | Stoneridge Shopping Center |
| CA |
| Pleasanton (San Francisco) |
| Fee |
| 49.9 | % (4) | Acquired 2007 |
| 96.5 | % | 1,299,721 |
| Macy's (8), JCPenney, Arhaus Furniture (6) |
79. | Summit Mall |
| OH |
| Akron |
| Fee |
| 100.0 | % | Built 1965 |
| 92.8 | % | 774,346 |
| Dillard's (8), Macy's, Arhaus Furniture |
80. | Tacoma Mall |
| WA |
| Tacoma (Seattle) |
| Fee |
| 100.0 | % | Acquired 1987 |
| 90.1 | % | 1,249,153 |
| Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, Nordstrom Rack, Total Wine and More, Ulta, Kohl's |
81. | Tippecanoe Mall |
| IN |
| Lafayette |
| Fee |
| 100.0 | % | Built 1973 |
| 86.5 | % | 864,759 |
| Macy's, JCPenney, Kohl's, Dick's Sporting Goods, Malibu Jack's |
31
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) |
| Total GLA |
| Selected Tenants |
18. | Gloucester Premium Outlets |
| NJ |
| Blackwood (Philadelphia) |
| Fee |
| 50.0 | % (4) | Built 2015 |
| 85.8 | % | 378,470 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Columbia Sportswear, Gap Outlet, Guess, Levi's, J. Crew, Loft Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour, Vera Bradley |
19. | Grand Prairie Premium Outlets |
| TX |
| Grand Prairie (Dallas) |
| Fee |
| 100.0 | % | Built 2012 |
| 98.7 | % | 423,687 |
| Banana Republic, Bloomingdale's The Outlet Store, Coach, Columbia Sportswear, Kate Spade New York, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Bahama, Tommy Hilfiger, Under Armour |
20. | Grove City Premium Outlets |
| PA |
| Grove City (Pittsburgh) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 83.2 | % | 531,157 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour |
21. | Gulfport Premium Outlets |
| MS |
| Gulfport |
| Ground Lease (2059) |
| 100.0 | % | Acquired 2010 |
| 86.6 | % | 300,160 |
| Banana Republic, Chico's, Coach, Gap Outlet, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
22. | Hagerstown Premium Outlets |
| MD |
| Hagerstown (Baltimore/ Washington, DC) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 73.1 | % | 485,592 |
| Adidas, American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Loft Outlet, The North Face, Under Armour |
23. | Houston Premium Outlets |
| TX |
| Cypress (Houston) |
| Fee |
| 100.0 | % | Built 2008 |
| 99.1 | % | 548,188 |
| Ann Taylor, A/X Armani Exchange, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Gap Outlet, Giorgio Armani, Holiday Inn Express (15), Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Victoria's Secret |
24. | Indiana Premium Outlets |
| IN |
| Edinburgh (Indianapolis) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 89.5 | % | 378,024 |
| Adidas, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
25. | Jackson Premium Outlets |
| NJ |
| Jackson (New York) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 96.0 | % | 285,603 |
| Adidas, American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Loft Outlet, Kate Spade New York, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
26. | Jersey Shore Premium Outlets |
| NJ |
| Tinton Falls (New York) |
| Fee |
| 100.0 | % | Built 2008 |
| 97.6 | % | 434,456 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
27. | Johnson Creek Premium Outlets |
| WI |
| Johnson Creek |
| Fee |
| 100.0 | % | Acquired 2004 |
| 83.6 | % | 277,672 |
| Adidas, Banana Republic, Calvin Klein, Gap Outlet, Loft Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
28. | Kittery Premium Outlets |
| ME |
| Kittery |
| Fee and Ground Lease (2049) (7) |
| 100.0 | % | Acquired 2004 |
| 83.8 | % | 259,480 |
| Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Express Factory Outlet, Gap Outlet, J.Crew, Kate Spade New York, New Balance, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tumi |
29. | Las Americas Premium Outlets |
| CA |
| San Diego |
| Fee |
| 100.0 | % | Acquired 2007 |
| 96.5 | % | 554,273 |
| Adidas, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Giorgio Armani, Guess, Kate Spade New York, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour |
30. | Las Vegas North Premium Outlets |
| NV |
| Las Vegas |
| Fee |
| 100.0 | % | Built 2003 |
| 95.9 | % | 676,270 |
| All Saints, Armani Outlet, A/X Armani Exchange, Banana Republic, Burberry, Canali, CH Carolina Herrera, Cheesecake Factory, Coach, David Yurman, Dolce & Gabbana, Etro, Jimmy Choo, John Varvatos, Lululemon, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Roberto Cavalli, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Shake Shack, Tory Burch |
31. | Las Vegas South Premium Outlets |
| NV |
| Las Vegas |
| Fee |
| 100.0 | % | Acquired 2004 |
| 98.4 | % | 535,759 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
32. | Lee Premium Outlets |
| MA |
| Lee |
| Fee |
| 100.0 | % | Acquired 2010 |
| 86.9 | % | 224,731 |
| Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour |
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Larger Retailers and Uses |
82. | Town Center at Boca Raton |
| FL |
| Boca Raton (Miami) |
| Fee |
| 100.0 | % | Acquired 1998 |
| 99.1 | % | 1,778,036 |
| Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Crate & Barrel, The Container Store, Joseph's Classic Market, Arhaus Furniture |
83. | Towne East Square |
| KS |
| Wichita |
| Fee |
| 100.0 | % | Built 1975 |
| 99.6 | % | 1,157,209 |
| Dillard's, Von Maur, JCPenney, Round 1, Scheels |
84. | Treasure Coast Square |
| FL |
| Jensen Beach |
| Fee |
| 100.0 | % | Built 1987 |
| 92.1 | % | 875,028 |
| Macy's, Dillard's, JCPenney, Regal Cinema |
85. | Tyrone Square |
| FL |
| St. Petersburg (Tampa) |
| Fee |
| 100.0 | % | Built 1972 |
| 89.6 | % | 960,452 |
| Macy's, Dillard's, JCPenney, DSW, Cobb 10 Luxury Theatres, Dick's Sporting Goods, Hitchcock's Green Market, PetSmart |
86. | University Park Mall |
| IN |
| Mishawaka |
| Fee |
| 100.0 | % | Built 1979 |
| 96.9 | % | 917,498 |
| Macy's, JCPenney, Barnes & Noble |
87. | Walt Whitman Shops |
| NY |
| Huntington Station (New York) |
| Fee and Ground Lease (2052) (7) |
| 100.0 | % | Acquired 1998 |
| 96.9 | % | 1,083,139 |
| Saks Fifth Avenue, Bloomingdale’s, Macy’s |
88. | West Town Mall |
| TN |
| Knoxville |
| Fee and Ground Lease (2042) |
| 50.0 | % (4) | Acquired 1991 |
| 97.7 | % | 1,281,179 |
| Belk (8), Dillard’s, JCPenney, Regal Cinebarre Theatre, Dick's House of Sport, Tesla Sales and Service |
89. | Westchester, The |
| NY |
| White Plains (New York) |
| Fee |
| 40.0 | % (4) | Acquired 1997 |
| 95.5 | % | 805,159 |
| Neiman Marcus, Nordstrom, Crate and Barrel, Arhaus Furniture |
90. | White Oaks Mall |
| IL |
| Springfield |
| Fee |
| 88.6 | % | Built 1977 |
| 71.8 | % | 925,366 |
| Macy's, Dick's Sporting Goods, LA Fitness, Michael's, State of Illinois Department of Central Management Services (6) |
91. | Wolfchase Galleria |
| TN |
| Memphis |
| Fee |
| 94.5 | % | Acquired 2002 |
| 97.5 | % | 1,151,424 |
| Macy's, Dillard's, JCPenney, Malco Theatres, Courtyard by Marriott (14) |
92. | Woodfield Mall |
| IL |
| Schaumburg (Chicago) |
| Fee |
| 50.0 | % (4) | Acquired 2012 |
| 98.3 | % | 2,151,130 |
| Nordstrom, Macy's, JCPenney, Enterrium, Peppa Pig World of Play, Primark |
93. | Woodland Hills Mall |
| OK |
| Tulsa |
| Fee |
| 94.5 | % | Acquired 2002 |
| 96.4 | % | 1,237,510 |
| Macy's, Dillard's, JCPenney, Scheel's (6), Holiday Inn Express (15), Courtyard by Marriott (15) |
| Total Mall GLA | | | | | | | | | | | | | | 106,219,207 | (18) | |
32
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) |
| Total GLA |
| Selected Tenants |
33. | Leesburg Premium Outlets |
| VA |
| Leesburg (Washington, DC) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 97.0 | % | 478,218 |
| Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Brooks Brothers, Burberry, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, RH Outlet, Salvatore Ferragamo, Tory Burch, Under Armour, Vineyard Vines, Williams-Sonoma |
34. | Lighthouse Place Premium Outlets |
| IN |
| Michigan City (Chicago, IL) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 89.4 | % | 454,787 |
| Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour |
35. | Merrimack Premium Outlets |
| NH |
| Merrimack |
| Fee |
| 100.0 | % | Built 2012 |
| 97.8 | % | 408,891 |
| Ann Taylor, Banana Republic, Barbour, Bloomingdale's The Outlet Store, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines |
36. | Napa Premium Outlets |
| CA |
| Napa |
| Fee |
| 100.0 | % | Acquired 2004 |
| 90.5 | % | 179,427 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger |
37. | Norfolk Premium Outlets |
| VA |
| Norfolk |
| Fee |
| 65.0 | % (4) | Built 2017 |
| 89.0 | % | 332,281 |
| A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
38. | North Bend Premium Outlets |
| WA |
| North Bend (Seattle) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 78.1 | % | 215,272 |
| Banana Republic, Coach, Gap Outlet, Levi's, Kate Spade New York, Michael Kors, Nike, Skechers, Under Armour |
39. | North Georgia Premium Outlets |
| GA |
| Dawsonville (Atlanta) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 93.3 | % | 540,752 |
| Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn, The North Face, Tommy Hilfiger, Tory Burch, West Elm, Williams-Sonoma |
40. | Orlando International Premium Outlets |
| FL |
| Orlando |
| Fee |
| 100.0 | % | Acquired 2010 |
| 96.2 | % | 773,527 |
| Adidas, Armani Outlet, Calvin Klein, Carhartt, Coach, Columbia Sportswear, H&M, J.Crew, Karl Lagerfeld, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, St. John, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
41. | Orlando Vineland Premium Outlets |
| FL |
| Orlando |
| Fee |
| 100.0 | % | Acquired 2004 |
| 99.8 | % | 656,784 |
| Adidas, All Saints, Armani Outlet, Bally, Bottega Veneta, Brunello Cucinelli, Burberry, Calvin Klein, Carolina Herrera, Coach, Ermenegildo Zegna, Jimmy Choo, Kate Spade New York, Lacoste, Lululemon, Michael Kors, Nike, Prada, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, TAG Heuer, The North Face, Tod's, Tommy Hilfiger, Tory Burch, Under Armour, Versace |
42. | Petaluma Village Premium Outlets |
| CA |
| Petaluma (San Francisco) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 83.6 | % | 201,656 |
| Adidas, Banana Republic, Brooks Brothers, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Saks Fifth Avenue Off 5th, Tommy Hilfiger |
43. | Philadelphia Premium Outlets |
| PA |
| Limerick (Philadelphia) |
| Fee |
| 100.0 | % | Built 2007 |
| 93.6 | % | 549,155 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, RH Outlet, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
44. | Phoenix Premium Outlets |
| AZ |
| Chandler (Phoenix) |
| Ground Lease (2077) |
| 100.0 | % | Built 2013 |
| 96.0 | % | 356,508 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Factory Store, Guess, Kate Spade New York, Michael Kors, Nike, Saks Fifth Avenue Off 5th, Tommy Bahama, Tommy Hilfiger, Tumi, Under Armour |
45. | Pismo Beach Premium Outlets |
| CA |
| Pismo Beach | | Fee |
| 100.0 | % | Acquired 2010 |
| 89.3 | % | 147,603 |
| Calvin Klein, Coach, Guess, Kate Spade New York, Levi's, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger |
46. | Pleasant Prairie Premium Outlets |
| WI |
| Pleasant Prairie (Chicago, IL/ Milwaukee) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 88.9 | % | 402,411 |
| Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, J.Crew, Lacoste, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
47. | Puerto Rico Premium Outlets |
| PR |
| Barceloneta |
| Fee |
| 100.0 | % | Acquired 2010 |
| 97.1 | % | 349,884 |
| Adidas, Calvin Klein, Coach, Gap Outlet, Invicta, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tommy Hilfiger |
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
| Premium Outlets | | | | | | | | | | | | | | | | |
1. | Albertville Premium Outlets | | MN | | Albertville (Minneapolis) | | Fee | | 100.0 | % | Acquired 2004 | | 98.8 | % | 309,095 | | Coach, Gap Outlet, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Under Armour |
2. | Allen Premium Outlets | | TX | | Allen (Dallas) | | Fee | | 100.0 | % | Acquired 2004 | | 100.0 | % | 548,455 | | Adidas, Armani Outlet, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Polo Ralph Lauren, Staybridge Suites (14), The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
3. | Aurora Farms Premium Outlets | | OH | | Aurora (Cleveland) | | Fee | | 100.0 | % | Acquired 2004 | | 86.3 | % | 265,970 | | Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour |
4. | Birch Run Premium Outlets | | MI | | Birch Run (Detroit) | | Fee | | 100.0 | % | Acquired 2010 | | 98.0 | % | 593,316 | | Adidas, Calvin Klein, Coach, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn/Williams-Sonoma Outlet, Tommy Hilfiger, The North Face, Under Armour |
5. | Camarillo Premium Outlets | | CA | | Camarillo (Los Angeles) | | Fee | | 100.0 | % | Acquired 2004 | | 99.7 | % | 691,550 | | Adidas, Calvin Klein, Coach, Columbia Sportswear, Giorgio Armani, H&M, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
6. | Carlsbad Premium Outlets | | CA | | Carlsbad (San Diego) | | Fee | | 100.0 | % | Acquired 2004 | | 100.0 | % | 288,893 | | Adidas, Calvin Klein, Coach, Gap Factory, Kate Spade New York, Michael Kors, Nike Unite, Polo Ralph Lauren, Tory Burch, Under Armour |
7. | Carolina Premium Outlets | | NC | | Smithfield (Raleigh) | | Fee | | 100.0 | % | Acquired 2004 | | 99.5 | % | 438,713 | | Adidas, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
8. | Charlotte Premium Outlets | | NC | | Charlotte | | Fee | | 50.0 | % (4) | Built 2014 | | 99.1 | % | 398,656 | | Adidas, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour |
9. | Chicago Premium Outlets | | IL | | Aurora (Chicago) | | Fee | | 100.0 | % | Built 2004 | | 99.1 | % | 687,048 | | Adidas, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn Outlet, Saks Fifth Avenue Off 5th, Under Armour |
10. | Cincinnati Premium Outlets | | OH | | Monroe (Cincinnati) | | Fee | | 100.0 | % | Built 2009 | | 98.3 | % | 398,986 | | Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
11. | Clarksburg Premium Outlets | | MD | | Clarksburg (Washington, DC) | | Fee | | 66.0 | % (4) | Built 2016 | | 93.8 | % | 389,983 | | Armani Outlet, A/X Armani Exchange, Adidas, Calvin Klein, Coach, Columbia Sportswear, Express, Kate Spade New York, Lafayette 148 New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Tommy Hilfiger, Tory Burch, Under Armour, Vince |
12. | Clinton Premium Outlets |
| CT |
| Clinton |
| Fee |
| 100.0 | % | Acquired 2004 |
| 99.6 | % | 276,225 |
| Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour |
13. | Denver Premium Outlets |
| CO |
| Thornton (Denver) |
| Fee |
| 100.0 | % | Built 2018 |
| 100.0 | % | 328,101 |
| Adidas, A/X Armani Exchange, Calvin Klein, Coach, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines, Staybridge Suites (15) |
14. | Desert Hills Premium Outlets |
| CA |
| Cabazon (Palm Springs) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 99.8 | % | 656,108 |
| Alexander McQueen, Armani Outlet, Balenciaga, Bottega Veneta, Brunello Cucinelli, Burberry, Coach, Fendi, Ferragamo, Gucci, Jimmy Choo, Loro Piana, Marc Jacobs, Moncler, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Saks Fifth Avenue Off 5th, Stuart Weitzman, Tory Burch, Valentino, Zegna |
15. | Ellenton Premium Outlets |
| FL |
| Ellenton (Tampa) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 98.0 | % | 477,158 |
| Adidas, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour |
16. | Finger Lakes Premium Outlets |
| NY |
| Waterloo |
| Fee |
| 100.0 | % | Acquired 2004 |
| 78.6 | % | 422,403 |
| American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Chico’s, Coach, Columbia Sportswear, H&M, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour |
33
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) |
| Total GLA |
| Selected Tenants |
48. | Queenstown Premium Outlets |
| MD |
| Queenstown (Baltimore) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 90.2 | % | 289,695 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, St. John, Tommy Bahama, Under Armour |
49. | Rio Grande Valley Premium Outlets |
| TX |
| Mercedes (McAllen) |
| Fee |
| 100.0 | % | Built 2006 |
| 87.0 | % | 603,929 |
| Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Levi's, Michael Kors, Nike, Pandora, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
50. | Round Rock Premium Outlets |
| TX |
| Round Rock (Austin) |
| Fee |
| 100.0 | % | Built 2006 |
| 97.2 | % | 498,398 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Duluth Trading Company, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Embassy Suites (15) (6), (16) |
51. | San Francisco Premium Outlets |
| CA |
| Livermore (San Francisco) |
| Fee and Ground Lease (2026) (9) |
| 100.0 | % | Built 2012 |
| 97.3 | % | 696,898 |
| All Saints, Arc'teryx, A/X Armani Exchange, Bloomingdale's The Outlet Store, Bottega Veneta, Brunello Cucinelli, Burberry, CH Carolina Herrera, Coach, Ermenegildo Zegna, Etro, Furla, Gucci, H&M, Jimmy Choo, John Varvatos, Kate Spade New York, Lacoste, Longchamp, MaxMara, Michael Kors, Nike, Polo Ralph Lauren, Prada, Roger Vivier, Saks Fifth Avenue Off 5th, Sandro & Maje, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tod's, Tory Burch, Under Armour, Versace, Zadig et Voltaire |
52. | San Marcos Premium Outlets |
| TX |
| San Marcos (Austin/ San Antonio) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 95.4 | % | 735,135 |
| Armani Outlet, Banana Republic, Burberry, CH Carolina Herrera, Gucci, J. Crew, Jimmy Choo, Kate Spade New York, Lacoste, Lululemon, Neiman Marcus Last Call, Marc Jacobs, Michael Kors, Pandora, Polo Ralph Lauren, Pottery Barn, Prada, RH Outlet, Saint Laurent Paris, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tommy Bahama, Tory Burch, Versace, Vineyard Vines |
53. | Seattle Premium Outlets |
| WA |
| Tulalip (Seattle) |
| Ground Lease (2079) |
| 100.0 | % | Built 2005 |
| 95.3 | % | 554,515 |
| Adidas, Ann Taylor, Arc'teryx, Armani Outlet, Banana Republic, Burberry, Calvin Klein, Coach, Columbia Sportswear, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Stuart Weitzman, The North Face, Tommy Bahama, Tommy Hilfiger, Tory Burch, Under Armour |
54. | Silver Sands Premium Outlets |
| FL |
| Destin |
| Fee |
| 50.0 | % (4) | Acquired 2012 |
| 91.4 | % | 451,004 |
| Adidas, Banana Republic, Brooks Brothers, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour, Vera Bradley |
55. | St. Augustine Premium Outlets |
| FL |
| St. Augustine (Jacksonville) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 96.6 | % | 327,713 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Lucky Brand, Nike, Polo Ralph Lauren, Puma, St. John, Tommy Hilfiger, Under Armour |
56. | St. Louis Premium Outlets |
| MO |
| St. Louis (Chesterfield) |
| Fee |
| 60.0 | % (4) | Built 2013 |
| 93.4 | % | 351,424 |
| Adidas, Ann Taylor, Brooks Brothers, Coach, Gap Outlet, H&M, J. Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tommy Hilfiger, Ugg, Under Armour, Vera Bradley |
57. | Tampa Premium Outlets |
| FL |
| Lutz (Tampa) |
| Fee |
| 100.0 | % | Built 2015 |
| 99.4 | % | 459,687 |
| Adidas, A/X Armani Outlet, Banana Republic, BJ's Restaurant and Brewhouse, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J. Crew, Kate Spade New York, Lucky Brand, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Puma, Saks 5th Avenue Off 5th, Tommy Hilfiger, Tumi, Under Armour |
58. | Tanger Outlets - Columbus (1) |
| OH |
| Sunbury (Columbus) |
| Fee |
| 50.0 | % (4) | Built 2016 |
| 95.0 | % | 355,243 |
| Banana Republic, Brooks Brothers, Coach, Kate Spade New York, Nike, Polo Ralph Lauren, Under Armour |
59. | Tanger Outlets - Galveston/Houston (1) |
| TX |
| Texas City |
| Fee |
| 50.0 | % (4) | Built 2012 |
| 90.2 | % | 352,705 |
| Banana Republic, Brooks Brothers, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger |
60. | The Crossings Premium Outlets |
| PA |
| Tannersville |
| Fee and Ground Lease (2029) (7) |
| 100.0 | % | Acquired 2004 |
| 98.6 | % | 411,925 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Johnny Rockets, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour, Vera Bradley |
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
17. | Folsom Premium Outlets |
| CA |
| Folsom (Sacramento) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 89.4 | % | 298,818 |
| Adidas, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger, Under Armour |
18. | Gilroy Premium Outlets |
| CA |
| Gilroy (San Jose) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 84.3 | % | 578,478 |
| Adidas, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger |
19. | Gloucester Premium Outlets |
| NJ |
| Blackwood (Philadelphia) |
| Fee |
| 66.7 | % | Built 2015 |
| 95.9 | % | 378,518 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Columbia Sportswear, Gap Outlet, Guess, Levi's, J. Crew, Loft Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour, Vera Bradley |
20. | Grand Prairie Premium Outlets |
| TX |
| Grand Prairie (Dallas) |
| Fee |
| 100.0 | % | Built 2012 |
| 98.5 | % | 423,465 |
| Banana Republic, Bloomingdale's The Outlet Store, Coach, Columbia Sportswear, Kate Spade New York, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Bahama, Tommy Hilfiger, Under Armour |
21. | Grove City Premium Outlets |
| PA |
| Grove City (Pittsburgh) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 86.3 | % | 531,156 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Guess (13), J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour |
22. | Gulfport Premium Outlets |
| MS |
| Gulfport |
| Ground Lease (2059) |
| 100.0 | % | Acquired 2010 |
| 94.4 | % | 300,213 |
| Banana Republic, Chico's, Coach, Gap Outlet, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
23. | Hagerstown Premium Outlets |
| MD |
| Hagerstown (Baltimore/Washington, DC) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 67.9 | % | 485,646 |
| Adidas, American Eagle Outfitters, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Loft Outlet, The North Face, Under Armour |
24. | Houston Premium Outlets |
| TX |
| Cypress (Houston) |
| Fee |
| 100.0 | % | Built 2008 |
| 100.0 | % | 548,311 |
| Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Gap Outlet, Holiday Inn Express (15), Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Victoria's Secret |
25. | Indiana Premium Outlets |
| IN |
| Edinburgh (Indianapolis) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 99.2 | % | 378,015 |
| Adidas, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
26. | Jackson Premium Outlets |
| NJ |
| Jackson (New York) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 92.1 | % | 285,595 |
| Adidas, American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Loft Outlet, Kate Spade New York, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
27. | Jersey Shore Premium Outlets |
| NJ |
| Tinton Falls (New York) |
| Fee |
| 100.0 | % | Built 2008 |
| 99.0 | % | 434,644 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Vineyard Vines |
28. | Johnson Creek Premium Outlets |
| WI |
| Johnson Creek |
| Fee |
| 100.0 | % | Acquired 2004 |
| 89.1 | % | 277,663 |
| Adidas, Banana Republic, Calvin Klein, Gap Outlet, Loft Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
29. | Kittery Premium Outlets |
| ME |
| Kittery |
| Fee and Ground Lease (2049) (7) |
| 100.0 | % | Acquired 2004 |
| 84.1 | % | 259,448 |
| Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Express Factory Outlet, Gap Outlet, J.Crew, Kate Spade New York, New Balance, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tumi |
30. | Las Americas Premium Outlets |
| CA |
| San Diego |
| Fee |
| 100.0 | % | Acquired 2007 |
| 96.7 | % | 689,339 |
| Adidas, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Giorgio Armani, Guess, Kate Spade New York, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour |
31. | Las Vegas North Premium Outlets |
| NV |
| Las Vegas |
| Fee |
| 100.0 | % | Built 2003 |
| 99.5 | % | 675,814 |
| All Saints, Armani Outlet, A/X Armani Exchange, Banana Republic, Burberry, Canali, CH Carolina Herrera, Cheesecake Factory, Coach, David Yurman, Dolce & Gabbana, Etro, Jimmy Choo, John Varvatos, Lululemon, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Roberto Cavalli, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Shake Shack, Tory Burch |
34
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) |
| Total GLA |
| Selected Tenants |
61. | Tucson Premium Outlets |
| AZ |
| Marana (Tucson) |
| Fee |
| 100.0 | % | Built 2015 |
| 76.8 | % | 363,470 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, Johnny Rockets, Levi’s, Michael Kors, Nike, Polo Ralph Lauren, Saks 5th Avenue Off 5th, Skechers, Tommy Hilfiger, Under Armour |
62. | Twin Cities Premium Outlets |
| MN |
| Eagan |
| Fee |
| 35.0 | % (4) | Built 2014 |
| 88.7 | % | 408,976 |
| Adidas, Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J. Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Talbots, Under Armour |
63. | Vacaville Premium Outlets |
| CA |
| Vacaville |
| Fee |
| 100.0 | % | Acquired 2004 |
| 90.9 | % | 447,255 |
| Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Skechers, The North Face, Tommy Hilfiger, Under Armour, West Elm Outlet |
64. | Waikele Premium Outlets |
| HI |
| Waipahu (Honolulu) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 97.0 | % | 219,485 |
| Adidas, Armani Outlet, Calvin Klein, Coach, Furla, Kate Spade New York, Michael Kors, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Swarovski, Tommy Hilfiger, Tory Burch |
65. | Waterloo Premium Outlets |
| NY |
| Waterloo |
| Fee |
| 100.0 | % | Acquired 2004 |
| 74.4 | % | 421,862 |
| American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Chico’s, Coach, Columbia Sportswear, H&M, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour |
66. | Williamsburg Premium Outlets |
| VA |
| Williamsburg |
| Fee |
| 100.0 | % | Acquired 2010 |
| 91.6 | % | 518,979 |
| Adidas, American Eagle Outfitters, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, New Balance, Nike, Pandora, Polo Ralph Lauren, Puma, The North Face, Timberland, Tommy Bahama, Tommy Hilfiger, Under Armour, Vera Bradley, Vineyard Vines |
67. | Woodburn Premium Outlets |
| OR |
| Woodburn (Portland) |
| Fee |
| 100.0 | % | Acquired 2013 |
| 91.7 | % | 389,511 |
| Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Levi's, Michael Kors, Nike, The North Face, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour |
68. | Woodbury Common Premium Outlets |
| NY |
| Central Valley (New York) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 98.0 | % | 910,991 |
| Arc'teryx, Armani Outlet, Balenciaga, Balmain, Bottega Veneta, Breitling, Brioni, Brunello Cucinelli, Burberry, Canali, Celine, Chloe, Coach, Dior, Dolce & Gabbana, Dunhill, Fendi, Givenchy, Golden Goose, Gucci, Jimmy Choo, Lacoste, Loewe, Longchamp, Loro Piana, Marc Jacobs, Michael Kors, Moncler, Mulberry, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Santoni, Shake Shack, Stone Island, Stuart Weitzman, Theory, Tod's, Tom Ford, Tory Burch, Valentino, Versace, Zegna |
69. | Wrentham Village Premium Outlets |
| MA |
| Wrentham (Boston) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 98.7 | % | 672,872 |
| Adidas, All Saints, Armani Outlet, Banana Republic, Bloomingdale's The Outlet Store, Brooks Brothers, Burberry, Calvin Klein, Coach, David Yurman, Gucci, Karl Lagerfeld, Kate Spade New York, Lacoste, Lululemon, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Prada, Puma, RH Outlet, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Theory, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines |
| Total U.S. Premium Outlets GLA | | | | | | | | | | | | | | 30,435,380 | | |
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
32. | Las Vegas South Premium Outlets |
| NV |
| Las Vegas |
| Fee |
| 100.0 | % | Acquired 2004 |
| 99.6 | % | 535,669 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
33. | Lee Premium Outlets |
| MA |
| Lee |
| Fee |
| 100.0 | % | Acquired 2010 |
| 93.0 | % | 224,753 |
| Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour |
34. | Leesburg Premium Outlets |
| VA |
| Leesburg (Washington, DC) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 99.1 | % | 478,218 |
| Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Brooks Brothers, Burberry, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, RH Outlet (13), Salvatore Ferragamo, Tory Burch, Under Armour, Vineyard Vines, Williams-Sonoma |
35. | Lighthouse Place Premium Outlets |
| IN |
| Michigan City (Chicago, IL) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 88.2 | % | 454,790 |
| Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour |
36. | Merrimack Premium Outlets |
| NH |
| Merrimack |
| Fee |
| 100.0 | % | Built 2012 |
| 99.7 | % | 408,849 |
| Ann Taylor, Banana Republic, Barbour, Bloomingdale's The Outlet Store, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines |
37. | Napa Premium Outlets |
| CA |
| Napa |
| Fee |
| 100.0 | % | Acquired 2004 |
| 92.8 | % | 178,899 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger |
38. | Norfolk Premium Outlets |
| VA |
| Norfolk |
| Fee |
| 65.0 | % (4) | Built 2017 |
| 94.0 | % | 332,284 |
| A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
39. | North Bend Premium Outlets |
| WA |
| North Bend (Seattle) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 84.9 | % | 189,132 |
| Banana Republic, Coach, Gap Outlet, Levi's, Kate Spade New York, Michael Kors, Nike, Skechers, Under Armour |
40. | North Georgia Premium Outlets |
| GA |
| Dawsonville (Atlanta) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 96.9 | % | 540,672 |
| Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn, The North Face, Tommy Hilfiger, Tory Burch, West Elm, Williams-Sonoma |
41. | Orlando International Premium Outlets |
| FL |
| Orlando |
| Fee |
| 100.0 | % | Acquired 2010 |
| 100.0 | % | 774,234 |
| Adidas, Armani Outlet, Calvin Klein, Carhartt, Coach, Columbia Sportswear, H&M, J.Crew, Karl Lagerfeld, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, St. John, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
42. | Orlando Vineland Premium Outlets |
| FL |
| Orlando |
| Fee |
| 100.0 | % | Acquired 2004 |
| 98.4 | % | 657,454 |
| Adidas, All Saints, Armani Outlet, Bally, Bottega Veneta, Brunello Cucinelli, Burberry, Calvin Klein, Carolina Herrera, Coach, Ermenegildo Zegna, Jimmy Choo, Kate Spade New York, Lacoste, Lululemon, Michael Kors, Nike, Prada, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, TAG Heuer, The North Face, Tod's, Tommy Hilfiger, Tory Burch, Under Armour, Versace |
43. | Petaluma Village Premium Outlets |
| CA |
| Petaluma (San Francisco) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 92.2 | % | 201,656 |
| Adidas, Banana Republic, Brooks Brothers, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Saks Fifth Avenue Off 5th, Tommy Hilfiger |
44. | Philadelphia Premium Outlets |
| PA |
| Limerick (Philadelphia) |
| Fee |
| 100.0 | % | Built 2007 |
| 96.6 | % | 549,092 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, RH Outlet (13), The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
35
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Tenants |
| The Mills | | | | | | | | | | | | | | | | |
1. | Arizona Mills |
| AZ |
| Tempe (Phoenix) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 90.7 | % | 1,223,952 |
| Marshalls, Burlington, Ross, Harkins Cinemas & IMAX, Sea Life Center, Conn's, Legoland, Forever 21, dd's Discounts (6), Going, Going, Gone by Dick's Sporting Goods, Rainforest Café |
2. | Arundel Mills |
| MD |
| Hanover (Baltimore) |
| Fee |
| 59.3 | % (4) | Acquired 2007 |
| 99.8 | % | 1,929,935 |
| Bass Pro Shops Outdoor World, Burlington, Dave & Buster's, Medieval Times, Saks Fifth Avenue Off 5th, Off Broadway Shoe Warehouse, T.J. Maxx, Cinemark Egyptian 24 Theatres, Maryland Live! Casino, Forever 21, Ulta, Live! Hotel (14), Sun & Ski |
3. | Colorado Mills |
| CO |
| Lakewood (Denver) |
| Fee |
| 37.5 | % (4) | Acquired 2007 |
| 93.3 | % | 1,416,677 |
| Forever 21, Off Broadway Shoe Warehouse, Super Target, United Artists Theatre, Burlington, H&M, Dick's Sporting Goods, Rodz & Bodz Museum Movie Cars & More, Slick City Action Park (6), Springhill Suites (15) |
4. | Concord Mills |
| NC |
| Concord (Charlotte) |
| Fee |
| 59.3 | % (4) | Acquired 2007 |
| 99.0 | % | 1,334,473 |
| Bass Pro Shops Outdoor World, Burlington, Dave & Buster's, Nike Factory Store, Off Broadway Shoes, AMC Theatres, Best Buy, Forever 21, Sea Life Center, H&M, Dick's Sporting Goods |
5. | Grapevine Mills |
| TX |
| Grapevine (Dallas) |
| Fee |
| 59.3 | % (4) | Acquired 2007 |
| 99.1 | % | 1,781,299 |
| Burlington, Marshalls, Saks Fifth Avenue Off 5th, AMC Theatres, Sun & Ski Sports, Neiman Marcus Last Call, Legoland Discovery Center, Sea Life Center, Ross, H&M, Round 1 Entertainment, Fieldhouse USA, Rainforest Café, Meow Wolf (6), Macy's Backstage (6), Springhill Suites (15), Hyatt Place (15), Hawthorn (15) |
6. | Great Mall |
| CA |
| Milpitas (San Jose) |
| Fee and Ground Lease (2049) (7) |
| 100.0 | % | Acquired 2007 |
| 97.8 | % | 1,368,827 |
| Camille La Vie, Kohl's, Dave & Buster's, Burlington, Marshalls, Saks Fifth Avenue Off 5th, Nike Factory Store, Century Theatres, Bed Bath & Beyond (13), Dick's Sporting Goods, Legoland Discovery Center |
7. | Gurnee Mills |
| IL |
| Gurnee (Chicago) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 95.7 | % | 1,802,880 |
| Bass Pro Shops Outdoor World, Bed Bath & Beyond/Buy Buy Baby, Burlington, Kohl's, Marshalls Home Goods, Marcus Cinemas, Value City Furniture, Off Broadway Shoe Warehouse, Macy's, Floor & Decor, Dick's Sporting Goods, Rainforest Café, The Room Place, 2nd and Charles, Hobby Lobby (6) |
8. | Katy Mills |
| TX |
| Katy (Houston) |
| Fee |
| 62.5 | % (4) (2) | Acquired 2007 |
| 92.3 | % | 1,786,507 |
| Bass Pro Shops Outdoor World, Books-A-Million, Burlington, Marshalls, Saks Fifth Avenue Off 5th, Sun & Ski Sports, AMC Theatres, Tilt, Ross, H&M, RH Outlet, Rainforest Café |
9. | Mills at Jersey Gardens, The |
| NJ |
| Elizabeth |
| Fee |
| 100.0 | % | Acquired 2015 |
| 100.0 | % | 1,296,113 |
| Burlington, Cohoes, Forever 21, AMC Theatres, Marshalls, Nike Factory Store, Saks 5th Avenue Off 5th, H&M, Tommy Hilfiger, Bloomingdale's Outlet, Residence Inn (15), Courtyard by Marriott (15), Embassy Suites (15), Country Inn & Suites (15) |
10. | Ontario Mills |
| CA |
| Ontario (Riverside) |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 99.9 | % | 1,421,863 |
| Burlington, Nike Factory Store, Marshalls, Saks Fifth Avenue Off 5th, Nordstrom Rack, Dave & Buster's, Camille La Vie, Sam Ash Music, AMC Theatres, Forever 21, Uniqlo, Skechers Superstore, Rainforest Café, Aki Home |
11. | Opry Mills |
| TN |
| Nashville |
| Fee |
| 100.0 | % | Acquired 2007 |
| 98 | % | 1,177,549 |
| Regal Cinema & IMAX, Dave & Buster's, Sun & Ski, Bass Pro Shops Outdoor World, Forever 21, H&M, Madame Tussauds, Rainforest Café, Aquarium Restaurant |
12. | Outlets at Orange, The |
| CA |
| Orange (Los Angeles) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 99.8 | % | 866,975 |
| Dave & Buster’s, Vans Skatepark, Saks Fifth Avenue Off 5th, AMC Theatres, Neiman Marcus Last Call, Nordstrom Rack, Bloomingdale's the Outlet Store, Guitar Center, Nike Factory Store |
13. | Potomac Mills |
| VA |
| Woodbridge (Washington, DC) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 99.8 | % | 1,555,876 |
| Marshalls, T.J. Maxx, JCPenney, Burlington, Nordstrom Rack, Saks Fifth Avenue Off 5th Outlet, Costco Warehouse, AMC Theatres, Bloomingdale's Outlet, Buy Buy Baby/and That!, Round 1 |
14. | Sawgrass Mills |
| FL |
| Sunrise (Miami) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 97.2 | % | 2,327,642 |
| Bed Bath & Beyond, BrandsMart USA, Burlington, Marshalls, Neiman Marcus Last Call, Nordstrom Rack, Saks Fifth Avenue Off 5th, Super Target, T.J. Maxx, Regal Cinema, Bloomingdale's Outlet, Dick's Sporting Goods, Primark, AC Hotel by Marriott |
| Total Mills Properties GLA | | | | | | | | | | | | | | 21,290,568 | | |
| | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
45. | Phoenix Premium Outlets |
| AZ |
| Chandler (Phoenix) |
| Ground Lease (2077) |
| 100.0 | % | Built 2013 |
| 99.8 | % | 356,511 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Factory Store, Guess, Kate Spade New York, Michael Kors, Nike, Saks Fifth Avenue Off 5th, Tommy Bahama, Tommy Hilfiger, Tumi, Under Armour |
46. | Pismo Beach Premium Outlets |
| CA |
| Pismo Beach |
| Fee |
| 100.0 | % | Acquired 2010 |
| 100.0 | % | 147,603 |
| Calvin Klein, Coach, Guess, Kate Spade New York, Levi's, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger |
47. | Pleasant Prairie Premium Outlets |
| WI |
| Pleasant Prairie (Chicago, IL/Milwaukee) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 94.1 | % | 402,524 |
| Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, J.Crew, Lacoste, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour |
48. | Pocono Premium Outlets |
| PA |
| Tannersville |
| Fee and Ground Lease (2029) (7) |
| 100.0 | % | Acquired 2004 |
| 100.0 | % | 411,901 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Johnny Rockets, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour, Vera Bradley |
49. | Puerto Rico Premium Outlets |
| PR |
| Barceloneta |
| Fee |
| 100.0 | % | Acquired 2010 |
| 99.6 | % | 353,166 |
| Adidas, Calvin Klein, Coach, Gap Outlet, Invicta, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tommy Hilfiger |
50. | Queenstown Premium Outlets |
| MD |
| Queenstown (Baltimore) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 89.4 | % | 289,748 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, St. John, Tommy Bahama, Under Armour |
51. | Rio Grande Valley Premium Outlets |
| TX |
| Mercedes (McAllen) |
| Fee |
| 100.0 | % | Built 2006 |
| 92.9 | % | 603,987 |
| Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Levi's, Michael Kors, Nike, Pandora, Polo Ralph Lauren, Tommy Hilfiger, Under Armour |
52. | Round Rock Premium Outlets |
| TX |
| Round Rock (Austin) |
| Fee |
| 100.0 | % | Built 2006 |
| 99.4 | % | 498,431 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Duluth Trading Company, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Embassy Suites (15), (16) |
53. | San Francisco Premium Outlets |
| CA |
| Livermore (San Francisco) |
| Fee and Ground Lease (2026) (9) |
| 100.0 | % | Built 2012 |
| 99.3 | % | 697,173 |
| All Saints, Arc'teryx, A/X Armani Exchange, Bloomingdale's The Outlet Store, Bottega Veneta, Brunello Cucinelli, Burberry, CH Carolina Herrera, Coach, Ermenegildo Zegna, Etro, Furla, Gucci, H&M, Jimmy Choo, John Varvatos, Kate Spade New York, Lacoste, Longchamp, MaxMara, Michael Kors, Nike, Polo Ralph Lauren, Prada, Roger Vivier, Saks Fifth Avenue Off 5th, Sandro & Maje, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tod's, Tory Burch, Under Armour, Versace, Zadig et Voltaire |
54. | San Marcos Premium Outlets |
| TX |
| San Marcos (Austin/San Antonio) |
| Fee |
| 100.0 | % | Acquired 2010 |
| 95.4 | % | 737,818 |
| Armani Outlet, Banana Republic, Burberry, CH Carolina Herrera, Gucci, J. Crew, Jimmy Choo, Kate Spade New York, Lacoste, Lululemon, Neiman Marcus Last Call, Marc Jacobs, Michael Kors, Pandora, Polo Ralph Lauren, Pottery Barn, Prada, Saint Laurent Paris, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tommy Bahama, Tory Burch, Versace, Vineyard Vines |
55. | Seattle Premium Outlets |
| WA |
| Tulalip (Seattle) |
| Ground Lease (2079) |
| 100.0 | % | Built 2005 |
| 99.3 | % | 554,521 |
| Adidas, Ann Taylor, Arc'teryx, Armani Outlet, Banana Republic, Burberry, Calvin Klein, Coach, Columbia Sportswear, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Stuart Weitzman, The North Face, Tommy Bahama, Tommy Hilfiger, Tory Burch, Under Armour |
56. | Silver Sands Premium Outlets |
| FL |
| Destin |
| Fee |
| 50.0 | % (4) | Acquired 2012 |
| 91.1 | % | 448,412 |
| Adidas, Banana Republic, Brooks Brothers, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour, Vera Bradley |
57. | St. Augustine Premium Outlets |
| FL |
| St. Augustine (Jacksonville) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 100.0 | % | 327,894 |
| Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Lucky Brand, Nike, Polo Ralph Lauren, Puma, St. John, Tommy Hilfiger, Under Armour |
36
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | | | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | | | | | | | | (Expiration if | | Legal | | Or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Tenants | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Tenants |
58. | St. Louis Premium Outlets |
| MO |
| St. Louis (Chesterfield) |
| Fee |
| 60.0 | % (4) | Built 2013 |
| 97.9 | % | 351,174 |
| Adidas, Ann Taylor, Brooks Brothers, Coach, Gap Outlet, H&M, J. Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tommy Hilfiger, Ugg, Under Armour, Vera Bradley | |||||||||||||||||
59. | Tampa Premium Outlets |
| FL |
| Lutz (Tampa) |
| Fee |
| 100.0 | % | Built 2015 |
| 100.0 | % | 460,387 |
| Adidas, A/X Armani Outlet, Banana Republic, BJ's Restaurant and Brewhouse, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J. Crew, Kate Spade New York, Lucky Brand, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Puma, Saks 5th Avenue Off 5th, Tommy Hilfiger, Tumi, Under Armour | |||||||||||||||||
60. | Tanger Outlets - Columbus (1) |
| OH |
| Sunbury (Columbus) |
| Fee |
| 50.0 | % (4) | Built 2016 |
| 98.6 | % | 355,282 |
| Banana Republic, Brooks Brothers, Coach, Kate Spade New York, Nike, Polo Ralph Lauren, Under Armour | |||||||||||||||||
61. | Tanger Outlets - Galveston/Houston (1) |
| TX |
| Texas City |
| Fee |
| 50.0 | % (4) | Built 2012 |
| 94.5 | % | 352,706 |
| Banana Republic, Brooks Brothers, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger | |||||||||||||||||
62. | Tucson Premium Outlets |
| AZ |
| Marana (Tucson) |
| Fee |
| 100.0 | % | Built 2015 |
| 86.0 | % | 367,200 |
| Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, Johnny Rockets, Levi’s, Michael Kors, Nike, Polo Ralph Lauren, Saks 5th Avenue Off 5th, Skechers, Tommy Hilfiger, Under Armour | |||||||||||||||||
63. | Twin Cities Premium Outlets |
| MN |
| Eagan |
| Fee |
| 35.0 | % (4) | Built 2014 |
| 97.4 | % | 409,125 |
| Adidas, Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J. Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Talbots, Under Armour | |||||||||||||||||
64. | Vacaville Premium Outlets |
| CA |
| Vacaville |
| Fee |
| 100.0 | % | Acquired 2004 |
| 95.9 | % | 447,309 |
| Adidas, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Skechers, The North Face, Tommy Hilfiger, Under Armour, West Elm Outlet | |||||||||||||||||
65. | Waikele Premium Outlets |
| HI |
| Waipahu (Honolulu) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 96.4 | % | 219,375 |
| Adidas, Armani Outlet, Calvin Klein, Coach, Furla, Kate Spade New York, Michael Kors, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Swarovski, Tommy Hilfiger, Tory Burch | |||||||||||||||||
66. | Williamsburg Premium Outlets |
| VA |
| Williamsburg |
| Fee |
| 100.0 | % | Acquired 2010 |
| 93.8 | % | 518,964 |
| Adidas, American Eagle Outfitters, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, New Balance, Nike, Pandora, Polo Ralph Lauren, Puma, The North Face, Timberland, Tommy Bahama, Tommy Hilfiger, Under Armour, Vera Bradley, Vineyard Vines | |||||||||||||||||
67. | Woodburn Premium Outlets |
| OR |
| Woodburn (Portland) |
| Fee |
| 100.0 | % | Acquired 2013 |
| 100.0 | % | 389,414 |
| Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Levi's, Michael Kors, Nike, The North Face, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour | |||||||||||||||||
68. | Woodbury Common Premium Outlets |
| NY |
| Central Valley (New York) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 99.2 | % | 915,673 |
| Arc'teryx, Armani Outlet, Balenciaga, Balmain, Bottega Veneta, Breitling, Brioni, Brunello Cucinelli, Burberry, Canali, Celine, Chloe, Coach, Dior, Dolce & Gabbana, Dunhill, Fendi, Givenchy, Golden Goose, Gucci, Jimmy Choo, Lacoste, Loewe, Longchamp, Loro Piana, Marc Jacobs, Michael Kors, Moncler, Mulberry, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Santoni, Shake Shack, Stone Island, Stuart Weitzman, Theory, Tod's, Tom Ford, Tory Burch, Valentino, Versace, Zegna | |||||||||||||||||
69. | Wrentham Village Premium Outlets |
| MA |
| Wrentham (Boston) |
| Fee |
| 100.0 | % | Acquired 2004 |
| 98.5 | % | 672,939 |
| Adidas, All Saints, Armani Outlet, Banana Republic, Bloomingdale's The Outlet Store, Brooks Brothers, Burberry, Calvin Klein, Coach, David Yurman, Gucci, Karl Lagerfeld, Kate Spade New York, Lacoste, Lululemon, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Puma, RH Outlet (13), Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Theory, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines | |||||||||||||||||
| Lifestyle Centers | | | | | | | | | | | | | | | | | Total U.S. Premium Outlets GLA | | | | | | | | | | | | | | 30,530,722 | | |
1. | ABQ Uptown |
| NM |
| Albuquerque |
| Fee |
| 100.0 | % | Acquired 2011 |
| 99.3 | % | 228,563 |
| Anthropologie, Apple, Pottery Barn | |||||||||||||||||
2. | Hamilton Town Center |
| IN |
| Noblesville (Indianapolis) |
| Fee |
| 50.0 | % (4) | Built 2008 |
| 94.7 | % | 675,141 |
| JCPenney, Dick's Sporting Goods, Bed Bath & Beyond, DSW, Emagine Noblesville, Total Wine & More (6), BJ's Wholesale (6) | |||||||||||||||||
3. | Liberty Tree Mall |
| MA |
| Danvers (Boston) |
| Fee |
| 49.1 | % (4) | Acquired 1999 |
| 78.7 | % | 860,222 |
| Marshalls, Target, Kohl's, Best Buy, Staples, AMC Theatres, Nordstrom Rack, Off Broadway Shoes, Sky Zone, Total Wine & More | |||||||||||||||||
4. | Northgate Station |
| WA |
| Seattle |
| Fee |
| 100.0 | % | Redeveloped 2021 |
| - | (17) | 416,236 | (17) | Kraken Community Iceplex, Barnes & Noble, Bed Bath & Beyond, Nordstrom Rack | |||||||||||||||||
5. | Pier Park |
| FL |
| Panama City Beach |
| Fee |
| 65.6 | % (4) | Built 2008 |
| 95.9 | % | 948,329 |
| Dillard's, JCPenney, Target, Grand Theatres, Ron Jon Surf Shop, Margaritaville, Marshalls, Dave & Buster's, Skywheel | |||||||||||||||||
6. | University Park Village |
| TX |
| Fort Worth |
| Fee |
| 100.0 | % | Acquired 2015 |
| 98.2 | % | 170,016 |
| Anthropologie, Apple, Pottery Barn | |||||||||||||||||
| Total Lifestyle Centers GLA | | | | | | | | | | | | | | 3,298,507 | | | |||||||||||||||||
| | | | | | | | | | | | | | | | | | |||||||||||||||||
| | | | | | | | | | | | | | | | | | |||||||||||||||||
| Other Properties | | | | | | | | | | | | | | | | | |||||||||||||||||
1 - 13. | Other Properties |
| | | | | | | | | | | | | 9,423,545 |
| | |||||||||||||||||
14 - 15. | TMLP |
| | | | | | | | | Acquired 2007 |
| | | 2,782,207 |
| | |||||||||||||||||
| Total Other GLA | | | | | | | | | | | | | | 12,205,752 | (18) | | |||||||||||||||||
| Total U.S. Properties GLA | | | | | | | | | | | | | | 175,301,121 | | |
37
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | Ownership Interest | | | | Year Built | | | | | | | | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | | | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Tenants | Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Tenants |
| Domestic Taubman | | | | | | | | | | | | | | | | | The Mills | | | | | | | | | | | | | | | | |
1. | Beverly Center |
| CA |
| Los Angeles |
| Ground Lease (2054) |
| 80.0 | % (4) | Acquired 2020 |
| 91.9 | % | 779,000 |
| Bloomingdale's, Macy's | Arizona Mills |
| AZ |
| Tempe (Phoenix) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 99.6 | % | 1,221,034 |
| Marshalls, Burlington, Ross, Harkins Cinemas & IMAX, Sea Life Center, Conn's, Legoland, Forever 21, dd's Discounts, Going, Going, Gone by Dick's Sporting Goods, Rainforest Café |
2. | Cherry Creek Shopping Center |
| CO |
| Denver |
| Ground Lease (2083) |
| 40.0 | % (4) | Acquired 2020 |
| 97.1 | % | 1,037,000 |
| Macy's, Neiman Marcus, Nordstrom | Arundel Mills |
| MD |
| Hanover (Baltimore) |
| Fee |
| 59.3 | % (4) | Acquired 2007 |
| 100.0 | % | 1,950,996 |
| Bass Pro Shops Outdoor World, Burlington, Dave & Buster's, Medieval Times, Saks Fifth Avenue Off 5th, Off Broadway Shoe Warehouse, T.J. Maxx, Cinemark Egyptian 24 Theatres, Live! Casino Hotel, Forever 21, Ulta, Sun & Ski, Primark |
3. | City Creek Center |
| UT |
| Salt Lake City |
| Ground Lease (2082) |
| 80.0 | % (4) | Acquired 2020 |
| 99.8 | % | 623,000 |
| Macy's, Nordstrom | Colorado Mills |
| CO |
| Lakewood (Denver) |
| Fee |
| 37.5 | % (4) | Acquired 2007 |
| 98.3 | % | 1,365,975 |
| Forever 21, Off Broadway Shoe Warehouse, Super Target, United Artists Theatre, Burlington, H&M, Dick's Sporting Goods, Rodz & Bodz Museum Movie Cars & More, Slick City Action Park, 2nd & Charles, Springhill Suites (15) |
4. | Country Club Plaza |
| MO |
| Kansas City |
| Fee |
| 40.0 | % (4) | Acquired 2020 |
| 81.6 | % | 965,000 |
| Barnes & Noble, Brio Italian, Banana Republic | Concord Mills |
| NC |
| Concord (Charlotte) |
| Fee |
| 59.3 | % (4) | Acquired 2007 |
| 99.8 | % | 1,367,028 |
| Bass Pro Shops Outdoor World, Burlington, Dave & Buster's, Nike Factory Store, Off Broadway Shoes, AMC Theatres, Best Buy, Forever 21, Sea Life Center, H&M, Dick's Sporting Goods, Alex Baby & Toy, Primark (6) |
5. | Dolphin Mall |
| FL |
| Miami |
| Fee |
| 80.0 | % (4) | Acquired 2020 |
| 99.1 | % | 1,436,000 |
| Bass Pro Shops, Cobb Theatres, Burlington, Dave & Busters | Grapevine Mills |
| TX |
| Grapevine (Dallas) |
| Fee |
| 59.3 | % (4) | Acquired 2007 |
| 97.8 | % | 1,781,167 |
| Burlington, Marshalls, Saks Fifth Avenue Off 5th, AMC Theatres, Sun & Ski Sports, Neiman Marcus Last Call, Legoland Discovery Center, Sea Life Center, Ross, H&M, Round 1 Entertainment, Fieldhouse USA, Rainforest Café, Meow Wolf, Macy's Backstage, Springhill Suites (15), Hyatt Place (15), Hawthorn (15) |
6. | Fair Oaks Mall |
| VA |
| Fairfax |
| Fee |
| 40.0 | % (4) | Acquired 2020 |
| 90.4 | % | 1,559,000 |
| JC Penney, Macy's (8), Dicks Sporting Goods | Great Mall |
| CA |
| Milpitas (San Jose) |
| Fee and Ground Lease (2049) (7) |
| 100.0 | % | Acquired 2007 |
| 100.0 | % | 1,364,646 |
| Camille La Vie, Kohl's, Dave & Buster's, Burlington, Marshalls, Saks Fifth Avenue Off 5th, Nike Factory Store, Century Theatres, Dick's Sporting Goods, Legoland Discovery Center |
7. | Gardens Mall, The |
| FL |
| Palm Beach Gardens |
| Fee |
| 38.8 | % (4) | Acquired 2020 |
| 92.6 | % | 1,383,000 |
| Bloomingdale's, Macy's, Nordstrom, Saks Fifth Avenue, Sears | Gurnee Mills |
| IL |
| Gurnee (Chicago) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 92.2 | % | 1,863,441 |
| Bass Pro Shops Outdoor World, Burlington, Kohl's, Marshalls Home Goods, Marcus Cinemas, Value City Furniture, Off Broadway Shoe Warehouse, Macy's, Floor & Decor, Dick's Sporting Goods, Rainforest Café, The Room Place, 2nd & Charles, Hobby Lobby, Round 1 (6) |
8. | Gardens on El Paseo, The |
| CA |
| Palm Desert |
| Fee |
| 80.0 | % (4) | Acquired 2020 |
| 98.9 | % | 237,000 |
| Saks Fifth Avenue | Katy Mills |
| TX |
| Katy (Houston) |
| Fee |
| 62.5 | % (4) (2) | Acquired 2007 |
| 99.8 | % | 1,681,020 |
| Bass Pro Shops Outdoor World, Books-A-Million, Burlington, Marshalls, Saks Fifth Avenue Off 5th, Sun & Ski Sports, AMC Theatres, Tilt, Ross, H&M, RH Outlet, Rainforest Café, Slick City (6) |
9. | Great Lakes Crossing Outlets |
| MI |
| Auburn Hills |
| Fee |
| 80.0 | % (4) | Acquired 2020 |
| 93.6 | % | 1,356,000 |
| AMC Theatre, Bass Pro Shops, Burlington, Round 1, Nordstrom Rack | Mills at Jersey Gardens, The |
| NJ |
| Elizabeth |
| Fee |
| 100.0 | % | Acquired 2015 |
| 100.0 | % | 1,304,813 |
| Burlington, Cohoes, Forever 21, AMC Theatres, Marshalls, Nike Factory Store, Saks 5th Avenue Off 5th, H&M, Tommy Hilfiger, Bloomingdale's Outlet, Potterty Barn Outlet, Primark, Residence Inn (15), Courtyard by Marriott (15), Embassy Suites (15), Country Inn & Suites (15) |
10. | International Market Place |
| HI |
| Waikiki (Honolulu) |
| Ground Lease (2091) |
| 74.8 | % (4) | Acquired 2020 |
| 88.3 | % | 340,000 |
| Saks Fifth Avenue | Ontario Mills |
| CA |
| Ontario (Riverside) |
| Fee |
| 50.0 | % (4) | Acquired 2007 |
| 99.9 | % | 1,419,968 |
| Burlington, Nike Factory Store, Marshalls, Saks Fifth Avenue Off 5th, Nordstrom Rack, Dave & Buster's, Camille La Vie, Sam Ash Music, AMC Theatres, Forever 21, Uniqlo, Skechers Superstore, Rainforest Café, Nitori, Pottery Barn + West Elm Outlet |
11. | International Plaza |
| FL |
| Tampa |
| Ground Lease (2080) |
| 40.1 | % (4) | Acquired 2020 |
| 97.8 | % | 1,178,000 |
| Dillard's, Neiman Marcus, Nordstrom, LifeTime Fitness | Opry Mills |
| TN |
| Nashville |
| Fee |
| 100.0 | % | Acquired 2007 |
| 99.3 | % | 1,174,624 |
| Regal Cinema & IMAX, Dave & Buster's, Sun & Ski, Bass Pro Shops Outdoor World, Forever 21, H&M, Madame Tussauds, TJ Maxx, Rainforest Café, Aquarium Restaurant |
12. | Mall at Green Hills, The |
| TN |
| Nashville |
| Fee |
| 80.0 | % (4) | Acquired 2020 |
| 93.3 | % | 1,034,000 |
| Dillard's, Macy's, Nordstrom | Outlets at Orange, The |
| CA |
| Orange (Los Angeles) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 99.3 | % | 867,118 |
| Dave & Buster’s, Saks Fifth Avenue Off 5th, AMC Theatres, Neiman Marcus Last Call, Nordstrom Rack, Bloomingdale's the Outlet Store, Guitar Center, Nike Factory Store |
13. | Mall at Millenia, The |
| FL |
| Orlando |
| Fee |
| 40.0 | % (4) | Acquired 2020 |
| 95 | % | 1,114,000 |
| Bloomingdale's, Macy's, Neiman Marcus | Potomac Mills |
| VA |
| Woodbridge (Washington, DC) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 92.8 | % | 1,553,466 |
| Marshalls, T.J. Maxx, JCPenney, Burlington, Nordstrom Rack, Saks Fifth Avenue Off 5th Outlet, Costco Warehouse, AMC Theatres, Bloomingdale's Outlet, Buy Buy Baby/and That!, Round 1 |
14. | Mall at Short Hills, The |
| NJ |
| Short Hills |
| Fee |
| 80.0 | % (4) | Acquired 2020 |
| 98.2 | % | 1,408,000 |
| Bloomingdale's, Macy's, Neiman Marcus, Nordstrom, Industrious | Sawgrass Mills |
| FL |
| Sunrise (Miami) |
| Fee |
| 100.0 | % | Acquired 2007 |
| 94.8 | % | 2,367,433 |
| BrandsMart USA, Burlington, Marshalls, Neiman Marcus Last Call, Nordstrom Rack, Saks Fifth Avenue Off 5th, Super Target, T.J. Maxx, Regal Cinema, Bloomingdale's Outlet, Dick's Sporting Goods, Primark, HomeSense, AC Hotel by Marriott |
15. | Mall at University Town Center, The |
| FL |
| Sarasota |
| Fee |
| 40.0 | % (4) | Acquired 2020 |
| 98.8 | % | 866,000 |
| Dillard's, Macy's, Saks Fifth Avenue | |||||||||||||||||
16. | Mall of San Juan, The |
| PR |
| San Juan |
| Fee |
| 76.0 | % (4) | Acquired 2020 |
| 89.4 | % | 626,000 |
| H&M, Zara, Pottery Barn, Urban Outfitters, Anthropologie | |||||||||||||||||
17. | Sunvalley |
| CA |
| Concord |
| Ground Lease (2061) |
| 40.0 | % (4) | Acquired 2020 |
| 97.9 | % | 1,324,000 |
| JC Penney, Macy's (8), Sears | |||||||||||||||||
18. | Twelve Oaks Mall |
| MI |
| Novi |
| Fee |
| 80.0 | % (4) | Acquired 2020 |
| 95.3 | % | 1,522,000 |
| JC Penney, Macy's, Nordstrom | |||||||||||||||||
19. | Waterside Shops |
| FL |
| Naples |
| Fee |
| 40.0 | % (4) | Acquired 2020 |
| 94.3 | % | 336,000 |
| Saks Fifth Avenue | |||||||||||||||||
20. | Westfarms |
| CT |
| West Hartford |
| Fee |
| 63.2 | % (4) | Acquired 2020 |
| 94.6 | % | 1,266,000 |
| JC Penney, Macy's (8), Nordstrom | |||||||||||||||||
| Total Domestic Taubman Properties GLA | | | | | | | | | | | | | | 20,389,000 | | | Total Mills Properties GLA | | | | | | | | | | | | | | 21,282,729 | | |
38
| | | | | | | | | | | | | | | | | |
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Tenants |
| Lifestyle Centers | | | | | | | | | | | | | | | | |
1. | ABQ Uptown |
| NM |
| Albuquerque |
| Fee |
| 100.0 | % | Acquired 2011 |
| 96.2 | % | 228,751 |
| Anthropologie, Apple, Pottery Barn |
2. | Hamilton Town Center |
| IN |
| Noblesville (Indianapolis) |
| Fee |
| 50.0 | % (4) | Built 2008 |
| 100 | % | 675,606 |
| JCPenney, Dick's Sporting Goods, DSW, Emagine Noblesville, Total Wine & More, BJ's Wholesale, Big Blue Swim School, Ross Dress for Less, Nordstrom Rack (6) |
3. | Liberty Tree Mall |
| MA |
| Danvers (Boston) |
| Fee |
| 49.1 | % (4) | Acquired 1999 |
| 87.1 | % | 861,456 |
| Marshalls, Target, Kohl's, Best Buy, Staples, AMC Theatres, Nordstrom Rack, Off Broadway Shoes, Sky Zone, Total Wine & More, Aldi |
4. | Northgate Station |
| WA |
| Seattle |
| Fee |
| 100.0 | % | Redeveloped 2021 |
| N/A | (17) | 416,622 | (17) | Kraken Community Iceplex, Barnes & Noble, Nordstrom Rack, Residence Inn by Marriott (6) |
5. | Pier Park |
| FL |
| Panama City Beach |
| Fee |
| 65.6 | % (4) | Built 2008 |
| 98.8 | % | 946,945 |
| Dillard's, JCPenney, Target, Grand Theatres, Ron Jon Surf Shop, Margaritaville, Marshalls, Dave & Buster's, Skywheel |
6. | University Park Village |
| TX |
| Fort Worth |
| Fee |
| 100.0 | % | Acquired 2015 |
| 96.4 | % | 170,740 |
| Anthropologie, Apple, Pottery Barn |
| Total Lifestyle Centers GLA | | | | | | | | | | | | | | 3,300,120 | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Other Properties | | | | | | | | | | | | | | | | |
1 - 11. | Other Properties |
| | | | | | | | | | | | | 7,662,259 |
| |
12 - 13. | TMLP |
| | | | | | | | | Acquired 2007 |
| | | 2,774,661 |
| |
| Total Other GLA | | | | | | | | | | | | | | 10,436,920 | (18) | |
| Total U.S. Properties GLA | | | | | | | | | | | | | | 171,769,698 | | |
39
| | | | | | | | | | | | | | | | | |
| | | | | | | Ownership Interest | | | | Year Built | | | | | | |
| | | | | | | (Expiration if | | Legal | | or | | | | | | |
| Property Name |
| State |
| City (CBSA) |
| Lease) (3) |
| Ownership |
| Acquired |
| Occupancy (5) |
| Total GLA |
| Selected Tenants |
| Domestic Taubman | | | | | | | | | | | | | | | | |
1. | Beverly Center |
| CA |
| Los Angeles |
| Ground Lease (2054) |
| 84.0 | % (4) | Acquired 2020 |
| 85.0 | % | 780,000 |
| Bloomingdale's, Macy's |
2. | Cherry Creek Shopping Center |
| CO |
| Denver |
| Ground Lease (2083) |
| 42.0 | % (4) | Acquired 2020 |
| 95.4 | % | 1,038,000 |
| Macy's, Neiman Marcus, Nordstrom |
3. | City Creek Center |
| UT |
| Salt Lake City |
| Ground Lease (2082) |
| 84.0 | % (4) | Acquired 2020 |
| 96.6 | % | 623,000 |
| Macy's, Nordstrom |
4. | Country Club Plaza |
| MO |
| Kansas City |
| Fee |
| 42.0 | % (4) | Acquired 2020 |
| 80.3 | % | 971,000 |
| Barnes & Noble, Brio Italian, Banana Republic |
5. | Dolphin Mall |
| FL |
| Miami |
| Fee |
| 84.0 | % (4) | Acquired 2020 |
| 97.1 | % | 1,436,000 |
| Bass Pro Shops, Cobb Theatres, Burlington, Dave & Busters, Vivo! |
6. | Fair Oaks Mall |
| VA |
| Fairfax |
| Fee |
| 42.0 | % (4) | Acquired 2020 |
| 95.0 | % | 1,560,000 |
| JC Penney, Macy's (8), Dicks Sporting Goods |
7. | Gardens Mall, The |
| FL |
| Palm Beach Gardens |
| Fee |
| 42.0 | % (4) | Acquired 2020 |
| 95.9 | % | 1,383,000 |
| Bloomingdale's, Macy's, Nordstrom, Saks Fifth Avenue, Sears |
8. | Gardens on El Paseo, The |
| CA |
| Palm Desert |
| Fee |
| 84.0 | % (4) | Acquired 2020 |
| 94.6 | % | 237,000 |
| Saks Fifth Avenue |
9. | Great Lakes Crossing Outlets |
| MI |
| Auburn Hills |
| Fee |
| 84.0 | % (4) | Acquired 2020 |
| 98.3 | % | 1,356,000 |
| AMC Theatre, Bass Pro Shops, Burlington, Round 1, Nordstrom Rack |
10. | International Market Place |
| HI |
| Waikiki (Honolulu) |
| Ground Lease (2091) |
| 78.5 | % (4) | Acquired 2020 |
| 91.5 | % | 341,000 |
| Anthropologie, Balenciaga, Burberry, StripSteak |
11. | International Plaza |
| FL |
| Tampa |
| Ground Lease (2080) |
| 42.1 | % (4) | Acquired 2020 |
| 95.5 | % | 1,177,000 |
| Dillard's, Neiman Marcus, Nordstrom, LifeTime Fitness |
12. | Mall at Green Hills, The |
| TN |
| Nashville |
| Fee |
| 84.0 | % (4) | Acquired 2020 |
| 95.9 | % | 1,036,000 |
| Dillard's, Macy's, Nordstrom |
13. | Mall at Millenia, The |
| FL |
| Orlando |
| Fee |
| 42.0 | % (4) | Acquired 2020 |
| 97.5 | % | 1,113,000 |
| Bloomingdale's, Macy's, Neiman Marcus |
14. | Mall at Short Hills, The |
| NJ |
| Short Hills |
| Fee |
| 84.0 | % (4) | Acquired 2020 |
| 96.4 | % | 1,411,000 |
| Bloomingdale's, Macy's, Neiman Marcus, Nordstrom, Industrious |
15. | Mall at University Town Center, The |
| FL |
| Sarasota |
| Fee |
| 42.0 | % (4) | Acquired 2020 |
| 97.1 | % | 867,000 |
| Dillard's, Macy's, Saks Fifth Avenue |
16. | Mall of San Juan, The |
| PR |
| San Juan |
| Fee |
| 79.8 | % (4) | Acquired 2020 |
| 90.5 | % | 628,000 |
| H&M, Zara, Pottery Barn, Urban Outfitters, Anthropologie |
17. | Sunvalley |
| CA |
| Concord |
| Ground Lease (2061) |
| 42.0 | % (4) | Acquired 2020 |
| 98.3 | % | 1,324,000 |
| JC Penney, Macy's (8), Sears |
18. | Twelve Oaks Mall |
| MI |
| Novi |
| Fee |
| 84.0 | % (4) | Acquired 2020 |
| 95.8 | % | 1,517,000 |
| JC Penney, Macy's, Nordstrom |
19. | Waterside Shops |
| FL |
| Naples |
| Fee |
| 42.0 | % (4) | Acquired 2020 |
| 96.3 | % | 335,000 |
| Saks Fifth Avenue |
20. | Westfarms |
| CT |
| West Hartford |
| Fee |
| 66.3 | % (4) | Acquired 2020 |
| 95.9 | % | 1,268,000 |
| JC Penney, Macy's (8), Nordstrom |
| Total Domestic Taubman Properties GLA | | | | | | | | | | | | | | 20,401,000 | | |
40
FOOTNOTES:
(1) | This property is managed by a third party. |
(2) | Our direct and indirect interests in some of the properties held as joint venture interests are subject to preferences on distributions in favor of other partners or us. |
(3) | The date listed is the expiration date of the last renewal option available to the operating entity under the ground lease. In a majority of the ground leases, we have a right to purchase the lessor’s interest under an option, right of first refusal or other provision. Unless otherwise indicated, each ground lease listed in this column covers at least 50% of its respective property. |
(4) | Joint venture properties accounted for under the equity method. |
(5) | Malls - Executed leases for all company-owned GLA in mall stores, excluding majors and anchors. Premium Outlets and The Mills - Executed leases for all company-owned GLA (or total center GLA). |
(6) | Indicates box, anchor, major or project currently under development/construction or has announced plans for development. |
(7) | Indicates ground lease covers less than 50% of the acreage of this property. |
(8) | Tenant has multiple locations at this center. |
(9) | Indicates ground lease covers outparcel only. |
(10) | Tenant has an existing store at this center but will move to a new location. |
(11) | We receive substantially all the economic benefit of the property due to a preference or advance. |
(12) | We own a mortgage note that encumbers Pheasant Lane Mall that entitles us to 100% of the economics of this property. |
(13) | Indicates anchor has announced its intent to close this location. |
(14) | Indicates box, anchor, major or project currently under development/construction by a third party. |
(15) | Owned by a third party. |
(16) | Includes multi-family tenant on-site. |
(17) | This property is undergoing significant renovation. |
(18) | GLA includes office space. |
3941
United States Lease Expirations
The following table summarizes lease expiration data for our U.S. malls and Premium Outlets, including Puerto Rico, as of December 31, 2021.2023. The data presented does not consider the impact of renewal options that may be contained in leases and excludes data related to TRG.
U.S. MALLS AND PREMIUM OUTLETS LEASE EXPIRATIONS (1)
| | | | | | | | | | | | | | | | | | | | | |||
| | | | | | Avg. Base | | Percentage of Gross | |
| |
| |
| Avg. Base |
| Percentage of Gross | | |||||
| | Number of | | | | Minimum Rent | | Annual Rental | | | Number of | | | | Minimum Rent | | Annual Rental | | |||||
Year | | Leases Expiring | | Square Feet | | PSF at 12/31/2021 | | Revenues (2) | |
| Leases Expiring |
| Square Feet |
| PSF at 12/31/2023 |
| Revenues (2) | | |||||
Inline Stores and Freestanding | | | | | | | | | | | | | | | | | | | | | |||
Month to Month Leases | | 555 | | 1,782,236 | | $ | 55.85 | | 1.9 | % | | 1,411 | | 4,689,200 | | $ | 63.14 | | 5.2 | % | |||
2022 | | 2,832 | | 10,341,505 | | $ | 50.49 | | 9.6 | % | |||||||||||||
2023 | | 2,744 | | 10,870,312 | | $ | 57.33 | | 10.4 | % | |||||||||||||
2024 | | 2,545 | | 10,148,796 | | $ | 54.59 | | 10.5 | % | | 3,138 | | 11,781,465 | | $ | 54.56 | | 11.5 | % | |||
2025 | | 1,559 | | 6,342,247 | | $ | 62.44 | | 7.5 | % | | 2,577 | | 9,630,540 | | $ | 60.72 | | 10.4 | % | |||
2026 | | 1,506 | | 5,711,401 | | $ | 57.12 | | 6.1 | % | | 2,243 | | 9,209,816 | | $ | 58.29 | | 8.4 | % | |||
2027 | | 941 | | 3,996,411 | | $ | 60.60 | | 4.6 | % | | 1,667 | | 6,621,308 | | $ | 65.39 | | 7.7 | % | |||
2028 | | 749 | | 3,388,618 | | $ | 63.78 | | 4.1 | % | | 1,403 | | 6,387,151 | | $ | 66.90 | | 7.5 | % | |||
2029 | | 735 | | 3,151,125 | | $ | 66.89 | | 3.8 | % | | 966 | | 4,428,365 | | $ | 71.40 | | 5.4 | % | |||
2030 | | 457 | ��� | 2,159,987 | | $ | 67.28 | | 2.6 | % | | 608 | | 2,760,369 | | $ | 82.26 | | 3.9 | % | |||
2031 | | 294 | | 1,600,032 | | $ | 56.87 | | 1.6 | % | | 345 | | 1,853,682 | | $ | 72.84 | | 2.3 | % | |||
2032 and Thereafter | | 467 | | 2,158,120 | | $ | 46.69 | | 2.0 | % | |||||||||||||
2032 | | 456 | | 1,699,419 | | $ | 94.63 | | 2.9 | % | |||||||||||||
2033 | | 504 | | 1,919,460 | | $ | 90.27 | | 3.1 | % | |||||||||||||
2034 and Thereafter | | 605 | | 2,653,437 | | $ | 58.21 | | 2.5 | % | |||||||||||||
Specialty Leasing Agreements w/ terms in excess of 12 months | | 2,597 | | 6,874,720 | | $ | 17.91 | | 2.3 | % | | 2,313 | | 6,194,556 | | $ | 16.98 | | 1.9 | % | |||
Anchors | | | | | | | | | | | | | | | | | | | | | |||
Month to Month Leases | | 1 | | 138,409 | | $ | 1.18 | | 0.0 | % | | 2 | | 263,650 | | $ | 2.52 | | 0.0 | % | |||
2022 | | 2 | | 338,166 | | $ | 4.98 | | 0.0 | % | |||||||||||||
2023 | | 16 | | 2,110,674 | | $ | 4.76 | | 0.2 | % | |||||||||||||
2024 | | 16 | | 1,465,287 | | $ | 8.10 | | 0.2 | % | | 7 | | 842,303 | | $ | 5.63 | | 0.1 | % | |||
2025 | | 17 | | 1,676,634 | | $ | 6.70 | | 0.2 | % | | 17 | | 1,641,383 | | $ | 6.49 | | 0.2 | % | |||
2026 | | 16 | | 1,702,455 | | $ | 5.01 | | 0.2 | % | | 17 | | 1,765,292 | | $ | 5.52 | | 0.2 | % | |||
2027 | | 12 | | 1,682,163 | | $ | 3.93 | | 0.1 | % | | 13 | | 1,765,268 | | $ | 5.32 | | 0.2 | % | |||
2028 | | 6 | | 622,099 | | $ | 7.12 | | 0.1 | % | | 16 | | 1,986,210 | | $ | 5.73 | | 0.2 | % | |||
2029 | | 5 | | 556,306 | | $ | 4.51 | | 0.0 | % | | 12 | | 1,021,244 | | $ | 8.10 | | 0.2 | % | |||
2030 | | 7 | | 754,336 | | $ | 8.54 | | 0.1 | % | | 9 | | 865,476 | | $ | 11.00 | | 0.1 | % | |||
2031 | | 5 | | 427,004 | | $ | 12.18 | | 0.0 | % | | 5 | | 427,004 | | $ | 14.53 | | 0.0 | % | |||
2032 and Thereafter | | 22 | | 2,323,486 | | $ | 13.48 | | 0.6 | % | |||||||||||||
2032 | | 4 | | 282,245 | | $ | 25.21 | | 0.1 | % | |||||||||||||
2033 | | 7 | | 1,028,383 | | $ | 8.48 | | 0.2 | % | |||||||||||||
2034 and Thereafter | | 28 | | 2,621,296 | | $ | 16.39 | | 0.6 | % |
(1) | Does not consider the impact of renewal options that may be contained in leases. Average Base Minimum Rent psf reflects base minimum rent in the respective year of expiration. |
(2) | Annual rental revenues represent domestic |
40
International Properties
Our ownership interests in properties outside the United States are primarily owned through joint venture arrangements. With the exception of our Premium Outlets in Canada, all of our international properties are managed by related parties.
European Investments
At December 31, 2021,2023, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $23.65$27.24 per share. Klépierre is a publicly traded, Paris-based real estate company, which owns, or has an interest in shopping centers located in 14 countries.
As of December 31, 2021,2023, we had a controlling interest in a European investee with interests in 1112 Designer Outlet properties. Ten11 of the outlet properties are located in Europe and one outlet property is located in Canada. Of the ten11 properties in Europe, two are in Italy, two are in the Netherlands, two are in the United Kingdom, two are in France and one each is in Austria, France, Germany, and Spain. As of December 31, 2021,2023, our legal percentage ownership interests in these entities ranged from 23% to 94%.
42
We own a 14.6% interest in Value Retail PLC and affiliated entities, which own and operate nine luxury outlets throughout Europe. We also have a minority direct ownership in three of those outlets.
Other International Investments
We hold a 40% interest in nineten operating joint venture properties in Japan, a 50% interest in five operating joint venture properties in South Korea, a 50% interest in two operating joint venture properties in Mexico, a 50% interest in two operating joint venture properties in Malaysia, a 50% interest in one operating joint venture in Thailand, and a 50% interest in three Premium Outlet operating joint venture properties in Canada. The nineten Japanese Premium Outlets operate in various cities throughout Japan and comprise over 3.63.9 million square feet of GLA and were 99.8%99.7% leased as of December 31, 2021.2023.
Our investment in TRG includes an interest in four operating joint venture properties located outside of the U.S.; two located in the People’s Republic of China and two located in South Korea. Our effective ownership in these centers, through our investment in TRG, ranges from 13.7%14.4% to 39.2%41.2%.
The following property tables summarize certain data for our international properties as of December 31, 20212023 and do not include our equity investments in Klépierre, or our investment in Value Retail PLC and affiliated entities.
4143
Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
International Properties
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| |
| City |
| Ownership |
| SPG Effective |
| |
| Total Gross |
| |
|
| |
| City |
| Ownership |
| SPG Effective |
| |
| Total Gross |
| |
|
| | COUNTRY/Property Name | | (Metropolitan area) | | Interest | | Ownership | | Year Built | | Leasable Area (1) | | Selected Tenants |
| | COUNTRY/Property Name | | (Metropolitan area) | | Interest | | Ownership | | Year Built | | Leasable Area (1) | | Selected Tenants |
|
| | INTERNATIONAL PREMIUM OUTLETS | | | | | | | | | | | | | | | INTERNATIONAL PREMIUM OUTLETS | | | | | | | | | | | | | |
| | JAPAN | | | | | | | | | | | | | | | JAPAN | | | | | | | | | | | | | |
1. | | Ami Premium Outlets | | Ami (Tokyo) | | Fee | | 40.0 | % | 2009 | | 315,000 | | Adidas, Beams, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Polo Ralph Lauren, Puma, TaylorMade, Tommy Hilfiger | | | Ami Premium Outlets | | Ami (Tokyo) | | Fee | | 40.0 | % | 2009 | | 315,000 | | Adidas, Beams, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Polo Ralph Lauren, Puma, TaylorMade, Tommy Hilfiger | |
2. | | Gotemba Premium Outlets | | Gotemba City (Tokyo) | | Fee | | 40.0 | % | 2000 | | 659,500 | | Adidas, Armani, Balenciaga, Bally, Beams, Bottega Veneta, Burberry, Coach, Dolce & Gabbana, Dunhill, Gap Outlet, Gucci, Loro Piana, Michael Kors, Moncler, Nike, Polo Ralph Lauren, Prada/Miu Miu, Puma, Salvatore Ferragamo, Tod's, Tory Burch, United Arrows | | | Fukaya-Hanazono Premium Outlets | | Fukaya City (Saitama) | | Ground Lease (2042) | | 40.0 | % | 2022 | | 296,300 | | Adidas, Armani, Bally, Coach, Dsquared2, Furla, Marc Jacobs, Michael Kors, New Balance, Nike, Polo Ralph Lauren, Puma, Theory, Tommy Hilfiger, Tory Burch, Vans | |
3. | | Kobe-Sanda Premium Outlets | | Hyougo-ken (Osaka) | | Ground Lease (2026) | | 40.0 | % | 2007 | | 441,000 | | Adidas, Armani, Bally, Beams, Coach, Dolce & Gabbana, Gap Outlet, Gucci, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Prada/Miu Miu, Salvatore Ferragamo, Tod's, Tommy Hilfiger, United Arrows, Valentino | | | Gotemba Premium Outlets | | Gotemba City (Tokyo) | | Fee | | 40.0 | % | 2000 | | 659,500 | | Adidas, Armani, Balenciaga, Bally, Beams, Bottega Veneta, Burberry, Coach, Dolce & Gabbana, Dunhill, Gap Outlet, Gucci, Loro Piana, Michael Kors, Moncler, Nike, Polo Ralph Lauren, Prada/Miu Miu, Puma, Tod's, Tory Burch, United Arrows | |
4. | | Rinku Premium Outlets | | Izumisano (Osaka) | | Ground Lease (2031) | | 40.0 | % | 2000 | | 512,500 | | Adidas, Armani, Bally, Beams, Brooks Brothers, Burberry, Coach, Dolce & Gabbana, Dunhill, Eddie Bauer, Furla, Gap Outlet, Kate Spade New York, Lanvin Collection, Michael Kors, Nike, Olive des Olive, Polo Ralph Lauren, Puma, Salvatore Ferragamo, TaylorMade, Tommy Hilfiger, United Arrows, Zara | | | Kobe-Sanda Premium Outlets | | Hyougo-ken (Osaka) | | Ground Lease (2026) | | 40.0 | % | 2007 | | 441,000 | | Adidas, Armani, Bally, Beams, Coach, Dolce & Gabbana, Gap Outlet, Gucci, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Prada/Miu Miu, Tod's, Tommy Hilfiger, United Arrows, Valentino | |
5. | | Sano Premium Outlets | | Sano (Tokyo) | | Fee | | 40.0 | % | 2003 | | 390,800 | | Adidas, Beams, Coach, Dunhill, Eddie Bauer, Etro, Furla, Gap Outlet, Gucci, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Prada/Miu Miu, Salvatore Ferragamo, TaylorMade | | | Rinku Premium Outlets | | Izumisano (Osaka) | | Ground Lease (2031) | | 40.0 | % | 2000 | | 512,500 | | Adidas, Armani, Bally, Beams, Brooks Brothers, Burberry, Coach, Dunhill, Furla, Gap Outlet, Kate Spade New York, Lanvin Collection, Michael Kors, Nike, Olive des Olive, Polo Ralph Lauren, Puma, TaylorMade, Tommy Hilfiger, United Arrows, Zara | |
6. | | Sendai-Izumi Premium Outlets | | Izumi Park Town (Sendai) | | Ground Lease (2027) | | 40.0 | % | 2008 | | 164,200 | | Adidas, Beams, Coach, Gap, Nike, Polo Ralph Lauren, Tommy Hilfiger, United Arrows | | | Sano Premium Outlets | | Sano (Tokyo) | | Fee | | 40.0 | % | 2003 | | 390,800 | | Adidas, Beams, Coach, Dunhill, Etro, Furla, Gap Outlet, Gucci, Kate Spade New York, Michael Kors, Nike, TaylorMade | |
7. | | Shisui Premium Outlets | | Shisui (Chiba), Japan | | Ground Lease (2033) | | 40.0 | % | 2013 | | 434,600 | | Adidas, Beams, Citizen, Coach, Dunhill, Furla, Gap, Kate Spade New York, Marmot, Michael Kors, Nike, Polo Ralph Lauren, Samsonite, Tommy Hilfiger, United Arrows | | | Sendai-Izumi Premium Outlets | | Izumi Park Town (Sendai) | | Ground Lease (2027) | | 40.0 | % | 2008 | | 164,200 | | Adidas, Beams, Coach, Gap, Polo Ralph Lauren, Tommy Hilfiger, United Arrows | |
8. | | Toki Premium Outlets | | Toki (Nagoya) | | Ground Lease (2033) | | 40.0 | % | 2005 | | 367,700 | | Adidas, Beams, Coach, Furla, Gap Outlet, Kate Spade New York, Nike, Olive des Olive, Polo Ralph Lauren, Puma, Timberland, Tommy Hilfiger, United Arrows | | | Shisui Premium Outlets | | Shisui (Chiba) | | Ground Lease (2033) | | 40.0 | % | 2013 | | 434,600 | | Adidas, Beams, Citizen, Coach, Furla, Gap, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Samsonite, Tommy Hilfiger, United Arrows | |
9. | | Tosu Premium Outlets | | Fukuoka (Kyushu) | | Fee | | 40.0 | % | 2004 | | 328,400 | | Adidas, Beams, Coach, Furla, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Olive des Olive, Polo Ralph Lauren, Puma, Tommy Hilfiger, United Arrows | | | Toki Premium Outlets | | Toki (Nagoya) | | Ground Lease (2033) | | 40.0 | % | 2005 | | 367,700 | | Adidas, Beams, Coach, Furla, Gap Outlet, Kate Spade New York, Nike, Olive des Olive, Polo Ralph Lauren, Puma, Timberland, Tommy Hilfiger, United Arrows | |
10. | | Tosu Premium Outlets | | Fukuoka (Kyushu) | | Fee | | 40.0 | % | 2004 | | 328,400 | | Adidas, Beams, Coach, Furla, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Olive des Olive, Polo Ralph Lauren, Puma, Tommy Hilfiger, United Arrows | | |||||||||||||||
| | Subtotal Japan | | | | | | | | | | 3,613,700 | | | | | Subtotal Japan | | | | | | | | | | 3,910,000 | | | |
4244
Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
International Properties
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| |
| City |
| Ownership |
| SPG Effective |
| |
| Total Gross |
| |
|
| |
| City |
| Ownership |
| SPG Effective |
| |
| Total Gross |
| |
|
| | COUNTRY/Property Name | | (Metropolitan area) | | Interest | | Ownership | | Year Built | | Leasable Area (1) | | Selected Tenants |
| | COUNTRY/Property Name | | (Metropolitan area) | | Interest | | Ownership | | Year Built | | Leasable Area (1) | | Selected Tenants |
|
| | MEXICO | | | | | | | | | | | | | | | MEXICO | | | | | | | | | | | | | |
10. | | Punta Norte Premium Outlets | | Mexico City | | Fee | | 50.0 | % | 2004 | | 333,000 | | Adidas, Calvin Klein, CH Carolina Herrera, Coach, Dolce & Gabbana, Kate Spade New York, Nautica, Nike, Palacio Outlet, Salvatore Ferragamo, Zegna | | |||||||||||||||
11. | | Premium Outlets Querétaro | | Querétaro | | Fee | | 50.0 | % | 2019 | | 274,800 | | Adidas, Adrianna Papell, Calvin Klein, Guess, Levi's, Nike, Tommy Hilfiger, True Religion, Under Armour | | | Punta Norte Premium Outlets | | Mexico City | | Fee | | 50.0 | % | 2004 | | 333,000 | | Adidas, Calvin Klein, CH Carolina Herrera, Coach, Dolce & Gabbana, Nautica, Nike, Salvatore Ferragamo, Zegna | |
12. | | Premium Outlets Querétaro | | Querétaro | | Fee | | 50.0 | % | 2019 | | 274,800 | | Adidas, Adrianna Papell, Calvin Klein, Guess, Levi's, Nike, Tommy Hilfiger, True Religion, Under Armour | | |||||||||||||||
| | Subtotal Mexico | | | | | | | | | | 607,800 | | | | | Subtotal Mexico | | | | | | | | | | 607,800 | | | |
| | SOUTH KOREA | | | | | | | | | | | | | | | SOUTH KOREA | | | | | | | | | | | | | |
12. | | Yeoju Premium Outlets | | Yeoju (Seoul) | | Fee | | 50.0 | % | 2007 | | 551,600 | | Adidas, Armani, Burberry, Chloe, Coach, Fendi, Gucci, Michael Kors, Nike, Polo Ralph Lauren, Prada, Salvatore Ferragamo, Tod's, Under Armour, Valentino, Vivienne Westwood | | |||||||||||||||
13. | | Paju Premium Outlets | | Paju (Seoul) | | Ground Lease (2040) | | 50.0 | % | 2011 | | 558,900 | | Adidas, Armani, Bean Pole, Calvin Klein, Coach, Jill Stuart, Lanvin Collection, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tory Burch, Under Armour, Vivienne Westwood | | | Yeoju Premium Outlets | | Yeoju (Seoul) | | Fee | | 50.0 | % | 2007 | | 551,600 | | Adidas, Armani, Burberry, Chloe, Coach, Fendi, Gucci, Michael Kors, Nike, Polo Ralph Lauren, Prada, Salvatore Ferragamo, Tod's, Under Armour, Valentino, Vivienne Westwood | |
14. | | Busan Premium Outlets | | Busan | | Fee | | 50.0 | % | 2013 | | 360,200 | | Adidas, Armani, Bean Pole, Calvin Klein, Coach, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger | | | Paju Premium Outlets | | Paju (Seoul) | | Ground Lease (2040) | | 50.0 | % | 2011 | | 558,900 | | Adidas, Armani, Bean Pole, Calvin Klein, Coach, Jill Stuart, Lanvin Collection, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tory Burch, Under Armour, Vivienne Westwood | |
15. | | Siehung Premium Outlets | | Siehung | | Fee | | 50.0 | % | 2017 | | 444,400 | | Adidas, Armani, Bean Pole, Calvin Klein, Coach, Michael Kors, Nike, Polo Ralph Lauren, Salvatore Ferragamo, The North Face, Under Armour | | | Busan Premium Outlets (2) | | Busan | | Fee | | 50.0 | % | 2013 | | 360,200 | | Adidas, Armani, Bean Pole, Calvin Klein, Coach, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger | |
16. | | Jeju Premium Outlets | | Jeju Province | | Ground Lease (2041) | | 50.0 | % | 2021 | | 92,000 | | Adidas, Arcteryx, Golden Goose, Guess, Hugo Boss, J. Lindeberg, Lacoste | | | Siehung Premium Outlets | | Siehung | | Fee | | 50.0 | % | 2017 | | 444,400 | | Adidas, Armani, Bean Pole, Calvin Klein, Coach, Michael Kors, Nike, Polo Ralph Lauren, Salvatore Ferragamo, The North Face, Under Armour | |
17. | | Jeju Premium Outlets | | Jeju Province | | Ground Lease (2041) | | 50.0 | % | 2021 | | 92,000 | | Arcteryx, Coach, Golden Goose, Hugo Boss, J. Lindeberg, Moncler | | |||||||||||||||
| | Subtotal South Korea | | | | | | | | | | 2,007,100 | | | | | Subtotal South Korea | | | | | | | | | | 2,007,100 | | | |
| | MALAYSIA | | | | | | | | | | | | | | | MALAYSIA | | | | | | | | | | | | | |
17. | | Johor Premium Outlets | | Johor (Singapore) | | Fee | | 50.0 | % | 2011 | | 309,400 | | Adidas, Armani, Calvin Klein, Coach, DKNY, Furla, Gucci, Guess, Michael Kors, Nike, Polo Ralph Lauren, Prada, Puma, Salvatore Ferragamo, Timberland, Tommy Hilfiger, Tory Burch, Zegna | | |||||||||||||||
18. | | Genting Highlands Premium Outlets | | Kuala Lumpur | | Fee | | 50.0 | % | 2017 | | 277,500 | | Adidas, Coach, Furla, Kate Spade New York, Michael Kors, Nike, Padini, Polo Ralph Lauren, Puma | | | Johor Premium Outlets | | Johor (Singapore) | | Fee | | 50.0 | % | 2011 | | 309,400 | | Adidas, Calvin Klein, Coach, DKNY, Furla, Gucci, Guess, Michael Kors, Nike, Polo Ralph Lauren, Prada, Puma, Salvatore Ferragamo, Timberland, Tommy Hilfiger, Tory Burch, Zegna | |
| | Subtotal Malaysia | | | | | | | | | | 586,900 | | | | |||||||||||||||
| | THAILAND | | | | | | | | | | | | | | |||||||||||||||
19. | | Siam Premium Outlets Bangkok | | Bangkok | | Fee | | 50.0 | % | 2020 | | 264,000 | | Adidas, Balenciage, Burberry, Calvin Klein, Coach, Furla, Kate Spade New York, Nike, Skechers, Under Armour | | | Genting Highlands Premium Outlets | | Kuala Lumpur | | Fee | | 50.0 | % | 2017 | | 277,500 | | Adidas, Coach, Furla, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma | |
| | Subtotal Thailand | | | | | | | | | | 264,000 | | | | | Subtotal Malaysia | | | | | | | | | | 586,900 | | | |
| | CANADA | | | | | | | | | | | | | | | THAILAND | | | | | | | | | | | | | |
20. | | Toronto Premium Outlets | | Toronto (Ontario) | | Fee | | 50.0 | % | 2013 | | 504,900 | | Adidas, Armani, Burberry, Calvin Klein, Coach, Eddie Bauer, Gap, Gucci, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue, Tommy Hilfiger, Tory Burch, Under Armour | | | Siam Premium Outlets Bangkok | | Bangkok | | Fee | | 50.0 | % | 2020 | | 264,000 | | Adidas, Balenciage, Burberry, Calvin Klein, Coach, Furla, Kate Spade New York, Nike, Skechers, Under Armour | |
| | Subtotal Thailand | | | | | | | | | | 264,000 | | | | |||||||||||||||
| | CANADA | | | | | | | | | | | | | | |||||||||||||||
21. | | Premium Outlets Montreal | | Montreal (Quebec) | | Fee | | 50.0 | % | 2014 | | 367,400 | | Adidas, Calvin Klein, Coach, Gap, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Salvatore Ferragamo, The North Face, Tommy Hilfiger, Under Armour | | | Toronto Premium Outlets | | Toronto (Ontario) | | Fee | | 50.0 | % | 2013 | | 504,900 | | Adidas, Armani, Burberry, Calvin Klein, Coach, Eddie Bauer, Gap, Gucci, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue, Tommy Hilfiger, Tory Burch, Under Armour | |
22. | | Premium Outlet Collection Edmonton International Airport | | Edmonton (Alberta) | | Ground Lease (2072) | | 50.0 | % | 2018 | | 422,600 | | Adidas, Calvin Klein, Coach, Gap Factory, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour | | | Premium Outlets Montreal | | Montreal (Quebec) | | Fee | | 50.0 | % | 2014 | | 367,400 | | Adidas, Calvin Klein, Coach, Gap, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour | |
23. | | Premium Outlet Collection Edmonton International Airport | | Edmonton (Alberta) | | Ground Lease (2072) | | 50.0 | % | 2018 | | 422,500 | | Adidas, Calvin Klein, Coach, Gap Factory, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour | | |||||||||||||||
| | Subtotal Canada | | | | | | | | | | 1,294,900 | | | | | Subtotal Canada | | | | | | | | | | 1,294,800 | | | |
| | TOTAL INTERNATIONAL PREMIUM OUTLETS | | | | | | | | 8,374,400 | | | | | TOTAL INTERNATIONAL PREMIUM OUTLETS | | | | | | | | 8,670,600 | | | |
4345
Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
International Properties
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| | COUNTRY/Property Name | | (Metropolitan area) | | Interest | | Ownership | | Year Built | | Leasable Area (1) | | Selected Tenants |
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| | INTERNATIONAL DESIGNER OUTLETS | | | | | | | | | | | | | INTERNATIONAL DESIGNER OUTLETS | | | | | | | | | | | | ||||
| | AUSTRIA |
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| | | AUSTRIA |
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1. | | Parndorf Designer Outlet |
| Vienna | | Fee | | 90.0 | % | 2005 | | 118,000 | | Adidas, Armani, Bally, Burberry, Calvin Klein, Coach, Dolce & Gabbana, Furla, Geox, Gucci, Guess, Michael Kors, Moncler, Nike, Polo Ralph Lauren, Porsche Design, Prada, Puma, Tommy Hilfiger, Zegna | | | Parndorf Designer Outlet |
| Vienna | | Fee | | 90.0 | % | 2005 | | 118,000 | | Adidas, Armani, Bally, Burberry, Calvin Klein, Coach, Dolce & Gabbana, Furla, Geox, Gucci, Guess, Michael Kors, Moncler, Nike, Polo Ralph Lauren, Porsche Design, Prada, Puma, Tommy Hilfiger, Zegna | |
| | Subtotal Austria | | | | | | | | | | 118,000 | | | | | Subtotal Austria | | | | | | | | | | 118,000 | | | |
| | ITALY | | | | | | | | | | | | | | | ITALY | | | | | | | | | | | | | |
2. | | La Reggia Designer Outlet (2) |
| Marcianise (Naples) | | Fee | | 90.0 | % | 2010 | | 344,000 | | Adidas, Armani, Calvin Klein, Coach, Guess, Liu Jo, Michael Kors, Nike, Pinko, Polo Ralph Lauren, Puma, Timberland, Tommy Hilfiger | | | La Reggia Designer Outlet |
| Marcianise (Naples) | | Fee | | 90.0 | % | 2010 | | 344,000 | | Adidas, Armani, Calvin Klein, Coach, Guess, Liu Jo, Michael Kors, Nike, Pinko, Polo Ralph Lauren, Puma, Timberland, Tommy Hilfiger | |
| | | | | | | | | | Phase 3 - 2021 | | | | | | | | | | | | | | | | | | | | |
3. | | Noventa Di Piave Designer Outlet |
| Venice | | Fee | | 90.0 | % | 2008 | | 353,000 | | Adidas, Armani, Bally, Bottega Veneta, Burberry, Calvin Klein, Coach, Dolce & Gabanna, Fendi, Furla, Gucci, Loro Piana, Michael Kors, Nike, Pinko, Polo Ralph Lauren, Prada, Salvatore Ferragamo, Sergio Rossi,Tommy Hilfiger, Valentino, Versace, Zegna | | | Noventa Di Piave Designer Outlet |
| Venice | | Fee | | 90.0 | % | 2008 | | 353,000 | | Adidas, Armani, Bally, Bottega Veneta, Burberry, Calvin Klein, Coach, Dolce & Gabanna, Fendi, Furla, Gucci, Loro Piana, Michael Kors, Nike, Pinko, Polo Ralph Lauren, Prada, Salvatore Ferragamo, Sergio Rossi,Tommy Hilfiger, Valentino, Versace, Zegna | |
| | Subtotal Italy | | | | | | | | | | 697,000 | | | | | Subtotal Italy | | | | | | | | | | 697,000 | | | |
| | NETHERLANDS | | | | | | | | | | | | | | | NETHERLANDS | | | | | | | | | | | | | |
| | Roermond Designer Outlet Phases 2 & 3 |
| Roermond | | Fee | | 90.0 | % | 2005 | | 173,000 | | Armani, Bally, Burberry, Calvin Klein, Coach, Furla, Gucci, Michael Kors, Moncler, Polo Ralph Lauren, Prada, Swarovski, Tod's, Tommy Hilfiger, UGG, Zegna | | |||||||||||||||
| | Roermond Designer Outlet Phase 4 | | Roermond | | Fee | | 46.1 | % | 2017 | | 125,000 | | Adidas, Karl Lagerfield, Liu Jo, Longchamp, Tag Heuer, Tom Tailor, Woolrich | | |||||||||||||||
4. | | Roermond Designer Outlet Phases 2 & 3 |
| Roermond | | Fee | | 90.0 | % | 2005 | | 173,000 | | Armani, Bally, Burberry, Calvin Klein, Coach, Furla, Gucci, Michael Kors, Moncler, Mulberry, Polo Ralph Lauren, Prada, Swarovski, Tod's, Tommy Hilfiger, UGG, Zegna | | | Subtotal Roermond | | | | | | | | | | 298,000 | | | |
5. | | Roermond Designer Outlet Phase 4 | | Roermond | | Fee | | 46.1 | % | 2017 | | 125,000 | | Adidas, Karl Lagerfield, Liu Jo, Longchamp, Tag Heuer, Tom Tailor, Woolrich | | | Designer Outlet Roosendaal | | Roosendaal | | Fee | | 94.0 | % | 2017 | | 247,500 | | Adidas, Calvin Klein, Esprit, Guess, Nike, Puma, S. Oliver, Tommy Hilfiger | |
6. | | Designer Outlet Roosendaal | | Roosendaal | | Fee | | 94.0 | % | 2017 | | 247,500 | | Adidas, Calvin Klein, Esprit, Guess, Nike, Puma, S. Oliver, Tommy Hilfiger | | |||||||||||||||
| | Subtotal Netherlands | | | | | | | | | | 545,500 | | | | | Subtotal Netherlands | | | | | | | | | | 545,500 | | | |
| | UNITED KINGDOM | | | | | | | | | | | | | | | UNITED KINGDOM | | | | | | | | | | | | | |
6. | | Ashford Designer Outlet |
| Kent | | Fee | | 45.0 | % | 2000 | | 281,000 | | Adidas, Calvin Klein, Clarks, Fossil, French Connection, Guess, Kate Spade New York, Nike, Polo Ralph Lauren, Superdry, Tommy Hilfiger | | |||||||||||||||
7. | | Ashford Designer Outlet |
| Kent | | Fee | | 45.0 | % | 2000 | | 281,000 | | Adidas, Calvin Klein, Clarks, Fossil, French Connection, Gap, Guess, Kate Spade New York, Nike, Polo Ralph Lauren, Superdry, Tommy Hilfiger | | | West Midlands Designer Outlet | | Cannock (West Midlands) | | Fee | | 23.2 | % | 2021 | | 197,000 | | Adidas, Calvin Klein, Clarks, Coach, Guess, Kate Spade, Nike, Puma, Superdry, Tommy Hilfiger, Under Armour | |
| | Subtotal England | | | | | | | | | | 478,000 | | | | |||||||||||||||
| | CANADA | | | | | | | | | | | | | | |||||||||||||||
8. | | West Midlands Designer Outlet | | Cannock (West Midlands) | | Fee | | 23.2 | % | 2021 | | 197,000 | | | | | Vancouver Designer Outlets |
| Vancouver | | Ground Lease (2072) | | 45.0 | % | 2015 | | 326,000 | | Adidas, Armani, Calvin Klein, Coach, Gap, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour | |
| | Subtotal England | | | | | | | | | | 478,000 | | | | | Subtotal Canada | | | | | | | | | | 326,000 | | | |
| | CANADA | | | | | | | | | | | | | | | GERMANY | | | | | | | | | | | | | |
9. | | Vancouver Designer Outlets |
| Vancouver | | Ground Lease (2072) | | 45.0 | % | 2015 | | 326,000 | | Adidas, Armani, Burberry, Calvin Klein, Coach, Gap, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour | | | Ochtrup Designer Outlets | | Ochtrup | | Fee | | 70.5 | % | 2016 | | 191,500 | | Adidas, Calvin Klein, Guess, Lindt, Nike, Puma, Samsonite, Schiesser, Seidensticker, Tom Tailor, Vero Moda | |
| | Subtotal Canada | | | | | | | | | | 326,000 | | | | | Subtotal Germany | | | | | | | | | | 191,500 | | | |
| | GERMANY | | | | | | | | | | | | | | | FRANCE | | | | | | | | | | | | | |
10. | | Ochtrup Designer Outlets | | Ochtrup | | Fee | | 70.5 | % | 2016 | | 191,500 | | Adidas, Calvin Klein, Guess, Lindt, Nike, Puma, Samsonite, Schiesser, Seidensticker, Steiff, Tom Tailor, Vero Moda | | | Paris-Giverny Designer Outlet | | Vernon (Normandy) | | Fee | | 73.8 | % | 2023 | | 228,000 | | Adidas, Calvin Klein, Coach, Dolce & Gabana, Guess, Moncler, Nike, Puma, Superdry, Tommy Hilfiger, Under Armour, Woolrich | |
| | Subtotal Germany | | | | | | | | | | 191,500 | | | | |||||||||||||||
| | FRANCE | | | | | | | | | | | | | | |||||||||||||||
11. | | Provence Designer Outlet | | Miramas | | Fee | | 90.0 | % | 2017 | | 269,000 | | Armani, Calvin Klein, Guess, Michael Kors, Nike, Polo Ralph Lauren, Puma, Prada, Timberland, Tommy Hilfiger | | | Provence Designer Outlet | | Miramas | | Fee | | 90.0 | % | 2017 | | 269,000 | | Armani, Calvin Klein, Guess, Michael Kors, Nike, Polo Ralph Lauren, Puma, Timberland, Tommy Hilfiger | |
| | Subtotal France | | | | | | | | | | 269,000 | | | | | Subtotal France | | | | | | | | | | 497,000 | | | |
| | SPAIN | | | | | | | | | | | | | | | SPAIN | | | | | | | | | | | | | |
12. | | Málaga Designer Outlet | | Málaga | | Fee | | 46.1 | % | 2020 | | 191,000 | | Adidas, Armani, Burberry, Calvin Klein, Furla, Guess, Polo Ralph Lauren, Prada, Tommy Hilfiger, Under Armour | | | Málaga Designer Outlet | | Málaga | | Fee | | 46.1 | % | 2020 | | 191,000 | | Adidas, Armani, Calvin Klein, Furla, Guess, Polo Ralph Lauren, Prada, Tommy Hilfiger, Under Armour | |
| | Subtotal Spain | | | | | | | | | | 191,000 | | | | | Subtotal Spain | | | | | | | | | | 191,000 | | | |
| | Total International Designer Outlets | | | | | | | | 2,816,000 | | | | | Total International Designer Outlets | | | | | | | | 3,044,000 | | | |
4446
Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
International Properties
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| City |
| Ownership |
| SPG Effective |
| Year Built |
| Total Gross |
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| | COUNTRY/Property Name | | (Metropolitan area) | | Interest | | Ownership | | or Acquired | | Leasable Area (1) | | Selected Tenants |
| | International Taubman | | | | | | | | | | | ||
| | China |
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1. | | CityOn.Xian |
| Xi'an | | Ground Lease (2051) | | 20.0 | % | Acquired 2020 | | 995,000 | | Wangfujing |
2. | | CityOn.Zhengzhou |
| Zhengzhou | | Ground Lease (2051) | | 19.6 | % | Acquired 2020 | | 919,000 | | G-Super, Wangfujing |
| | Subtotal China | | | | | | | | | | 1,914,000 | | |
| | South Korea | | | | | | | | | | | | |
3. | | Starfield Anseong |
| Anseong | | Fee | | 39.2 | % | Acquired 2020 | | 1,068,000 | | Shinsegae, E-Mart Traders |
4. | | Starfield Hanam |
| Hanam | | Fee | | 13.7 | % | Acquired 2020 | | 1,709,000 | | Shinsegae, E-Mart Traders |
| | Subtotal South Korea | | | | | | | | | | 2,777,000 | | |
| | Total International Taubman | | | | | | | | 4,691,000 | | |
FOOTNOTES:
(1) | All gross leasable area listed in square feet. |
(2) | Property |
4547
Land
We have direct or indirect ownership interests in approximately 12770 acres of land held in the United States and Canada for future development.
Sustainability
At Simon we define and implementhas integrated sustainability and Environmental, Social and Governance, or ESG, initiatives into all aspects of our business; frombusiness operations: how we plan, develop, and operate our properties, to how we do business with our customers, engage with our communities, and create a healthy, safe, productive, and positive work environment for our employees. Our sustainability framework focuses on four key areas: Customers, Communities, Environment, and Employees.properties.
The health and safety of all who work in and visit our properties has and continues to be our top priority, and beginning in 2020 and sustained through 2021, we enrolled and successfully achieved the International WELL Building Institute’s (WELL) third party verified WELL Health-Safety Rating for Facility Operations and Management for over 200 properties in our portfolio. This rating was earned primarily as a result of our emergency management program and the implementation of Simon’s rigorous COVID-19 exposure mitigation protocols. To learn more about our Health-Safety efforts and rating visit: www.simon.com/health.
Since 2003, we have measured our environmental impact and utilized sustainability to reduce this impact while achieving cost efficiencies in our operations by implementing a range of energy management practices. As a result, we have reducedReducing our energy consumption every year since 2003. In this period, excluding new developments, we have reduced the energy usage over which we have direct control, by 540 million kWh, representingis a 51% reduction across a portfolio of comparable properties. In recent years, we have ramped up these efforts, and from 2013-2020 have achieved an energy use reduction of 370 million kWh, representing a 41% reduction in a seven-year period, accounting for 69% of total reductions achieved since 2003.
Our reduction in greenhouse gas emissions resulting from our energy management efforts since 2003 is 384,962 metric tons of CO2e. This figure represents a reduction of 67% and includes emission streams scope 1 and scope 2. Enhanced efforts from 2013-2020 have resulted in emissions reduction of 199,886 metric tons of CO2e. This represents a 51% reduction in a seven-year period, accounting for 52% of total reductions achieved since 2003. Additional emission streams, such as scope 3 emissions generated from tenants’ plug-load consumption, are included in Simon’s annual sustainability report published in accordance with the guidelines of the Global Reporting Initiatives (GRI).
We are also focused oncentral commitment to reducing our water usage and have a goal of reducing consumption by 20% from levels established in 2013 before 2025. While inenvironmental impact. In 2020, we achieved a reductionannounced the adoption of 25% in water use, this was primarily due to governmental restrictions which caused the temporary closure of our properties. Therefore, Simon is not comparing FY2020 water consumption against its 2025 target, and we will release our water consumption against the 20% reduction goal in 2022.
In 2020, due to governmental restrictions, many centers were closed temporarily. For this reason, our environmental impact during 2020 shows a steep decrease compared to other years. Our energy consumption decreased in this period by 27% and our carbon emissions from our properties decreased by 26%. We used 25% less water in 2020 compared to 2019 and collected 42% less solid waste. Since our assets were not open for approximately 13,500 shopping days during 2020, these reductions do not represent actual environmental improvements alone, but a combination of these and the many actions our management teams took to reduce operational expenditures during the closures. For this reason, the reductions from 2019 to 2020 should not be viewed as continuing on an annual basis.
In 2020, Simon announced new 2035 greenhouse gas emissions targets approved by the Science Based Target Initiative (SBTi)(“SBTi”). Our commitmenttarget is to reduce scope 1 and scope 2 emissions by 68% (2019 baseline), and scope 3 including tenant emissions by 21%20.9% (2018 baseline). We believe that our climate related risk disclosures are developing our “Roadmap to 2035” which will identify how we will plan to achieve our new science-based targets and that will detail all aspects of our business that will include a sustainability focus. Our complete “Low Carbon Transition Plan” will be published in the future. We also continue to align our climate-related risk disclosurealigned with the recommendations made byof the Task Force on Climate Related Financial Disclosures (TCFD), established by the Financial Stability Board.
Reducing water consumption and landfill waste are also components of reducing our carbon and environmental footprint. We have already achieved our initial target of reducing water usage by 20% (2013 baseline), and we set a new target to reduce water for comparable centers by 15% by 2030, base year 2022.
The Governance and Nominating Committee of our Board (FSB).
Simon’s sustainability performance improved in 2021 andof Directors (“Board”) has been recognized by international organizations. allocated the oversight of our sustainability policies, including environmental, social, and governance matters. Additionally, the Board has delegated to the Audit Committee the oversight and the annual disclosure of our sustainability programs in the form of an annual sustainability report.
In 2021, Simon again participated in CDP’s annual climate change questionnaire, and for the 2nd consecutive year received an A score, earning a prestigious place on CDP’s climate change ‘A List’ that represents results achieved by only 200 of the 13,000+ (<1.5%) reporting organizations globally. In 2021 Simon was2023, we were once again awarded a Green Star ranking (2014-
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2021)rating (2014-2023) - the highest designation awarded for leadership in sustainability performance by the Global Real Estate Sustainability Benchmark (GRESB). Simon was also awarded 28 new Institute of Real Estate Management (IREM®) Certified Sustainable Property Certifications (IREM CSP) across our portfolio and renewed our certifications at the Shops at Crystals. The IREM CSP is a prestigious sustainability certification program that focuses on the role of exceptional real estate management in green building performance. Finally, Simon was recognized for the first time as a “Best Places to Work for Disability Inclusion” by Disability: IN for our continued efforts in diversity and inclusion.Benchmark.
To learn more about our sustainability initiatives and detailed reporting please access our latest Sustainability Report at investors.simon.com. Information in the latest report visit: investors.simon.com/sustainability. The information in such reportSustainability Report and our Company website is not incorporated herein by reference and should not be considered part of this Annual Report on Form 10-K.
Mortgages and Unsecured Debt
The following table sets forth certain information regarding the mortgages encumbering our properties, and the properties held by our domestic and international joint venture arrangements, and also our unsecured corporate debt, excluding TRG.debt. Substantially all of the mortgage and property related debt is nonrecourse to us.
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| | Interest | | Face | | Annual Debt | | Maturity |
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Property Name |
| Rate |
| Amount |
| Service (1) |
| Date |
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Consolidated Indebtedness: | | | | | | | | | | | | | | | |
Secured Indebtedness: | | | | | | | | | | | | | | | |
Arizona Mills |
| 3.80 | % | | | $ | 99,682 | | | $ | 5,582 | | | 09/01/26 | |
Birch Run Premium Outlets |
| 4.21 | % | | | | 123,000 | | | | 5,249 | (2) | | 02/06/26 | |
Calhoun Outlet Marketplace |
| 4.17 | % | | | | 17,552 | (19) | | | 1,139 | | | 06/01/26 | |
Domain, The |
| 3.09 | % | | | | 210,000 | | | | 6,497 | (2) | | 07/01/31 | |
Ellenton Premium Outlets |
| 4.30 | % | | | | 178,000 | | | | 7,758 | (2) | | 12/01/25 | |
Empire Mall |
| 4.31 | % | | | | 180,452 | | | | 11,289 | | | 12/01/25 | |
Florida Keys Outlet Marketplace |
| 4.17 | % | | | | 17,000 | | | | 718 | (2) | | 12/01/25 | |
Gaffney Outlet Marketplace |
| 4.17 | % | | | | 28,352 | (19) | | | 1,839 | | | 06/01/26 | |
Grove City Premium Outlets |
| 4.31 | % | | | | 140,000 | | | | 6,116 | (2) | | 12/01/25 | |
Gulfport Premium Outlets |
| 4.35 | % | | | | 50,000 | | | | 2,204 | (2) | | 12/01/25 | |
Gurnee Mills |
| 3.99 | % | | | | 257,710 | | | | 10,283 | (2) | | 10/01/26 | |
Hagerstown Premium Outlets |
| 4.26 | % | | | | 71,901 | | | | 4,546 | | | 02/06/26 | |
La Reggia Designer Outlet Phases 1 & 2 |
| 2.53 | % | (25) | | | 148,397 | (30) | | | 13,014 | | | 02/15/22 | |
Lee Premium Outlets |
| 4.17 | % | | | | 48,604 | (19) | | | 2,975 | | | 06/01/26 | |
Noventa Di Piave Designer Outlet Phases 1, 2, 3, 4 |
| 1.90 | % | | | | 314,876 | (30) | | | 6,648 | (2) | | 07/25/25 | |
Ochtrup Designer Outlet | | 2.10 | % | | | | 56,715 | (30) | | | 2,586 | (2) | | 06/30/26 | |
Opry Mills |
| 4.09 | % | | | | 375,000 | | | | 15,558 | (2) | | 07/01/26 | |
Outlets at Orange, The |
| 4.22 | % | | | | 215,000 | | | | 9,192 | (2) | | 04/01/24 | |
Oxford Valley Mall |
| 4.77 | % | | | | 32,783 | (8) | | | 3,429 | | | 03/06/21 | |
Parndorf Designer Outlet |
| 2.00 | % | | | | 208,273 | (30) | | | 4,066 | (2) | | 07/04/29 | |
Penn Square Mall |
| 3.84 | % | | | | 310,000 | | | | 12,076 | (2) | | 01/01/26 | |
Phipps Plaza Hotel |
| 1.85 | % | (1) | | | 25,000 | | | | 470 | (2) | | 10/25/26 | |
Pismo Beach Premium Outlets |
| 3.33 | % | | | | 32,975 | (20) | | | 1,953 | | | 09/06/26 | |
Plaza Carolina |
| 1.20 | % | (1) | | | 225,000 | | | | 2,782 | (2) | | 07/27/23 | |
Pleasant Prairie Premium Outlets |
| 4.00 | % | | | | 145,000 | | | | 5,873 | (2) | | 09/01/27 | |
Potomac Mills |
| 3.46 | % | | | | 416,000 | | | | 14,583 | (2) | | 11/01/26 | |
Provence Designer Outlet |
| 1.60 | % | (28) | | | 92,899 | (30) | | | 1,775 | (2) | | 07/27/22 | (3) |
Puerto Rico Premium Outlets |
| 1.20 | % | (1) | | | 160,000 | | | | 1,962 | (2) | | 07/26/23 | |
Queenstown Premium Outlets |
| 3.33 | % | | | | 57,928 | (20) | | | 3,430 | | | 09/06/26 | |
Roermond Designer Outlet |
| 1.78 | % | | | | 260,891 | (30) | | | 4,974 | (2) | | 03/31/22 | |
Roosendaal Designer Outlets |
| 1.75 | % | (24) | | | 65,105 | (30) | | | 6,689 | | | 02/25/24 | (3) |
Shops at Chestnut Hill, The |
| 4.69 | % | | | | 120,000 | | | | 5,703 | (2) | | 11/01/23 | |
Southridge Mall |
| 3.85 | % | | | | 112,087 | | | | 4,342 | (2) | | 06/06/23 | |
Summit Mall |
| 3.31 | % | | | | 85,000 | | | | 2,856 | (2) | | 10/01/26 | |
Syosset Park | | 2.60 | % | (1) | | | 48,854 | | | | 1,271 | | | 05/12/26 | (3) |
University Park Village |
| 3.85 | % | | | | 53,408 | | | | 3,091 | | | 05/01/28 | |
White Oaks Mall |
| 2.98 | % | (1) | | | 42,594 | | | | 2,894 | | | 06/01/24 | (3) |
Williamsburg Premium Outlets |
| 4.23 | % | | | | 185,000 | | | | 7,932 | (2) | | 02/06/26 | |
Wolfchase Galleria | | 4.15 | % | | | | 155,152 | | | | 6,522 | (2) | | 11/01/26 | |
Total Consolidated Secured Indebtedness | | | | | | $ | 5,366,190 | | | | | | | | |
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Property Name |
| Rate |
| Amount |
| Service (1) |
| Date |
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Unsecured Indebtedness: | | | | | | | | | | | | | | | |
Simon Property Group, L.P. |
| | | | | | | | | | | | | | |
Global Commercial Paper - USD |
| 0.22 | % | (16) | | | 500,000 | | |
| 1,104 | (2) | | 01/23/22 | |
Revolving Credit Facility - USD |
| 0.88 | % | (15) | | | 125,000 | | |
| 1,100 | (2) | | 06/30/25 | (3) |
Supplemental Credit Facility - USD | | 0.88 | % | (15) | | | 1,050,000 | (35) | | | 9,240 | (2) | | 01/31/27 | (3) |
Unsecured Notes - 22C |
| 6.75 | % | | | | 600,000 | | |
| 40,500 | (14) | | 02/01/40 | |
Unsecured Notes - 25C |
| 4.75 | % | | | | 550,000 | | |
| 26,125 | (14) | | 03/15/42 | |
Unsecured Notes - 27B |
| 3.75 | % | | | | 600,000 | | |
| 22,500 | (14) | | 02/01/24 | |
Unsecured Notes - 28A |
| 3.38 | % | | | | 900,000 | | | | 30,375 | (14) | | 10/01/24 | |
Unsecured Notes - 28B |
| 4.25 | % | | | | 400,000 | | | | 17,000 | (14) | | 10/01/44 | |
Unsecured Notes - 29B |
| 3.50 | % | | | | 1,100,000 | | |
| 38,500 | (14) | | 09/01/25 | |
Unsecured Notes - 30B |
| 3.30 | % | | | | 800,000 | | |
| 26,400 | (14) | | 01/15/26 | |
Unsecured Notes - 31B |
| 3.25 | % | | | | 750,000 | | |
| 24,375 | (14) | | 11/30/26 | |
Unsecured Notes - 31C |
| 4.25 | % | | | | 550,000 | | |
| 23,375 | (14) | | 11/30/46 | |
Unsecured Notes - 32B |
| 3.38 | % | | | | 750,000 | | |
| 25,313 | (14) | | 06/15/27 | |
Unsecured Notes - 33A |
| 2.75 | % | | | | 600,000 | | |
| 16,500 | (14) | | 06/01/23 | |
Unsecured Notes - 33B |
| 3.38 | % | | | | 750,000 | | |
| 25,313 | (14) | | 12/01/27 | |
Unsecured Notes - 34A |
| 2.00 | % | | | | 1,000,000 | | |
| 20,000 | (14) | | 09/13/24 | |
Unsecured Notes - 34B |
| 2.45 | % | | | | 1,250,000 | | |
| 30,625 | (14) | | 09/13/29 | |
Unsecured Notes - 34C |
| 3.25 | % | | | | 1,250,000 | | |
| 40,625 | (14) | | 09/13/49 | |
Unsecured Notes - 35A | | 2.65 | % | | | | 750,000 | | | | 19,875 | (14) | | 07/15/30 | |
Unsecured Notes - 35B | | 3.80 | % | | | | 750,000 | | | | 28,500 | (14) | | 07/15/50 | |
Unsecured Notes - 36A | | 1.75 | % | | | | 800,000 | | | | 14,000 | (14) | | 02/01/28 | |
Unsecured Notes - 36B | | 2.20 | % | | | | 700,000 | | | | 15,400 | (14) | | 02/01/31 | |
Unsecured Notes - 37A | | 1.38 | % | | | | 550,000 | | | | 7,563 | (14) | | 01/15/27 | |
Unsecured Notes - 37B | | 2.25 | % | | | | 700,000 | | | | 15,750 | (14) | | 01/15/32 | |
Unsecured Notes - Euro 2 |
| 1.38 | % | | | | 850,731 | (13) | |
| 11,698 | (6) | | 11/18/22 | |
Unsecured Notes - Euro 3 | | 1.25 | % | | | | 567,156 | (10) | | | 7,089 | (6) | | 05/13/25 | |
Unsecured Notes - Euro 4 | | 1.13 | % | | | | 850,731 | (13) | | | 9,571 | (6) | | 03/19/33 | |
Total Consolidated Unsecured Indebtedness | | | | | | $ | 20,043,618 | | | | | | | | |
Total Consolidated Indebtedness at Face Amounts | | | | | | $ | 25,409,808 | | | | | | | | |
Premium on Indebtedness | | | | | |
| 28,055 | | | | | | | | |
Discount on Indebtedness | | | | | |
| (56,127) | | | | | | | | |
Debt Issuance Costs | | | | | |
| (124,159) | | | | | | | | |
Other Debt Obligations | | | | | |
| 63,445 | (18) | | | | | | | |
Total Consolidated Indebtedness | | | | | | $ | 25,321,022 | | | | | | | | |
Our Share of Consolidated Indebtedness | | | | | | $ | 25,148,756 | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Interest | | Face | | Annual Debt | | Maturity |
| ||||||
Property Name |
| Rate |
| Amount |
| Service (1) |
| Date |
| ||||||
Consolidated Indebtedness: | | | | | | | | | | | | | | | |
Secured Indebtedness: | | | | | | | | | | | | | | | |
Arizona Mills |
| 3.80 | % | | | $ | 95,919 | | | $ | 5,566 | | | 09/01/26 | |
Birch Run Premium Outlets |
| 4.21 | % | | | | 123,000 | | | | 5,177 | (2) | | 02/06/26 | |
Calhoun Outlet Marketplace |
| 4.17 | % | | | | 16,722 | (19) | | | 1,138 | | | 06/01/26 | |
Domain, The |
| 3.09 | % | | | | 210,000 | | | | 6,497 | (2) | | 07/01/31 | |
Ellenton Premium Outlets |
| 4.30 | % | | | | 178,000 | | | | 7,651 | (2) | | 12/01/25 | |
Empire Mall |
| 4.31 | % | | | | 173,340 | | | | 11,252 | | | 12/01/25 | |
Florida Keys Outlet Marketplace |
| 4.17 | % | | | | 17,000 | | | | 709 | (2) | | 12/01/25 | |
Gaffney Outlet Marketplace |
| 4.17 | % | | | | 27,012 | (19) | | | 1,839 | | | 06/01/26 | |
Gloucester Premium Outlets |
| 6.12 | % | | | | 75,000 | | | | 4,593 | (2) | | 03/01/33 | |
Grove City Premium Outlets |
| 4.31 | % | | | | 140,000 | | | | 6,032 | (2) | | 12/01/25 | |
Gulfport Premium Outlets |
| 4.35 | % | | | | 50,000 | | | | 2,174 | (2) | | 12/01/25 | |
Gurnee Mills |
| 3.99 | % | | | | 257,710 | | | | 10,283 | (2) | | 10/01/26 | |
Hagerstown Premium Outlets |
| 4.26 | % | | | | 69,532 | | | | 4,560 | | | 02/06/26 | |
La Reggia Designer Outlets Phases 1 & 2 | | 4.68 | % | (25) | | | 176,595 | (30) | | | 10,033 | | | 03/31/27 | |
Lee Premium Outlets |
| 4.17 | % | | | | 46,307 | (19) | | | 3,152 | | | 06/01/26 | |
Noventa Di Piave Designer Outlet Phases 1, 2, 3, 4 |
| 2.00 | % | | | | 306,384 | (30) | | | 6,118 | (2) | | 07/25/25 | |
Ochtrup Designer Outlet |
| 2.10 | % | | | | 55,186 | (30) | | | 1,159 | (2) | | 06/30/26 | |
Opry Mills |
| 4.09 | % | | | | 375,000 | | | | 15,345 | (2) | | 07/01/26 | |
Outlets at Orange, The |
| 4.22 | % | | | | 215,000 | | | | 9,067 | (2) | | 04/01/24 | |
Paris-Giverny Designer Outlet |
| 5.38 | % | (16) | | | 110,373 | (30) | | | 5,940 | (2) | | 06/11/25 | |
Parndorf Designer Outlet |
| 2.00 | % | | | | 199,594 | (30) | | | 3,992 | (2) | | 07/04/29 | |
Penn Square Mall |
| 3.84 | % | | | | 310,000 | | | | 11,910 | (2) | | 01/01/26 | |
Pismo Beach Premium Outlets | | 3.33 | % | | | | 31,242 | (20) | | | 1,949 | | | 09/06/26 | |
Pleasant Prairie Premium Outlets | | 4.00 | % | | | | 145,000 | | | | 5,793 | (2) | | 09/01/27 | |
Potomac Mills |
| 3.46 | % | | | | 416,000 | | | | 14,383 | (2) | | 11/01/26 | |
Provence Designer Outlet |
| 4.92 | % | | | | 104,898 | (30) | | | 6,225 | | | 07/27/27 | (3) |
Queenstown Premium Outlets |
| 3.33 | % | | | | 54,885 | (20) | | | 3,425 | | | 09/06/26 | |
Roermond Designer Outlet |
| 3.90 | % | | | | 309,042 | (30) | | | 12,046 | (2) | | 06/06/29 | |
Roosendaal Designer Outlets |
| 3.35 | % | (24) | | | 63,908 | (30) | | | 2,140 | | | 02/23/24 | |
Shops at Chestnut Hill, The |
| 6.66 | % | | | | 94,621 | | | | 7,843 | | | 08/31/33 | |
Syosset Park | | 4.76 | % | | | | 15,152 | | | | 1,116 | | | 02/01/31 | |
Southridge Mall |
| 3.85 | % | | | | 112,087 | | | | 4,320 | (2) | | 06/06/23 | (8) |
Summit Mall |
| 3.31 | % | | | | 85,000 | | | | 2,817 | (2) | | 10/01/26 | |
Syosset Park | | 7.47 | % | (1) | | | 84,047 | | | | 6,278 | (2) | | 05/12/26 | (3) |
University Park Village | | 3.85 | % | | | | 51,254 | | | | 3,114 | | | 05/01/28 | |
White Oaks Mall | | 7.76 | % | (4) | | | 38,857 | | | | 4,017 | | | 06/01/24 | |
Williamsburg Premium Outlets | | 4.23 | % | | | | 185,000 | | | | 7,824 | (2) | | 02/06/26 | |
Wolfchase Galleria | | 4.15 | % | | | | 155,152 | | | | 6,433 | (2) | | 11/01/26 | |
Total Consolidated Secured Indebtedness | | | | | | $ | 5,173,819 | | | | | | | | |
Unsecured Indebtedness: | | | | | | | | | | | | | | | |
Simon Property Group, L.P. |
| | | | | | | | | | | | | | |
Revolving Credit Facility - USD |
| 5.22 | % | (15) | | $ | 305,000 | | | $ | 15,918 | (2) | | 06/30/28 | (3) |
49
| | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Interest | | Face | | Annual Debt | | Maturity |
| ||||||
Property Name |
| Rate |
| Amount |
| Service (1) |
| Date |
| ||||||
Joint Venture Indebtedness: | | | | | | | | | | | | | | | |
Secured Indebtedness: |
| | | | | | | | | | | | | | �� |
Ami Premium Outlets |
| 2.22 | % | | | $ | 14,889 | (26) | | $ | 13,252 | | | 09/25/23 | |
Arundel Mills |
| 4.29 | % | | |
| 383,500 | | |
| 16,673 | (2) | | 02/06/24 | |
Ashford Designer Outlet |
| 3.08 | % | | |
| 135,121 | (21) | |
| 4,062 | (2) | | 02/22/22 | |
Aventura Mall |
| 4.12 | % | | |
| 1,750,000 | | |
| 73,124 | (2) | | 07/01/28 | |
Avenues, The |
| 3.60 | % | | |
| 110,000 | | |
| 4,015 | (2) | | 02/06/23 | |
Briarwood Mall |
| 3.29 | % | | |
| 165,000 | | |
| 5,507 | (2) | | 09/01/26 | |
Busan Premium Outlets |
| 3.04 | % | | |
| 91,624 | (17) | |
| 2,574 | (2) | | 06/20/23 | |
Cape Cod Mall |
| 2.35 | % | (1) | |
| 52,000 | | |
| 1,223 | (2) | | 07/30/26 | (3) |
Charlotte Premium Outlets |
| 4.27 | % | | |
| 100,000 | | |
| 4,278 | (2) | | 07/01/28 | |
Clarksburg Premium Outlets |
| 3.95 | % | | |
| 160,000 | | |
| 6,362 | (2) | | 01/01/28 | |
Coconut Point |
| 3.95 | % | | |
| 179,212 | | |
| 10,811 | | | 10/01/26 | |
Colorado Mills - 1 |
| 4.28 | % | | |
| 126,401 | | |
| 8,050 | | | 11/01/24 | |
Colorado Mills - 2 |
| 2.80 | % | | |
| 30,000 | | |
| 1,099 | (2) | | 07/01/31 | |
Concord Mills |
| 3.84 | % | | |
| 235,000 | | |
| 9,140 | (2) | | 11/01/22 | |
Crystal Mall |
| 4.46 | % | | |
| 83,086 | | |
| 4,742 | | | 06/06/22 | |
Dadeland Mall |
| 4.50 | % | | |
| 385,000 | | |
| 27,439 | | | 01/05/27 | |
Dadeland Mall Hotel | | 2.45 | % | (1) | | | 27,134 | | | | 665 | (2) | | 07/01/24 | (3) |
Del Amo Fashion Center |
| 3.66 | % | | |
| 585,000 | | |
| 21,694 | (2) | | 06/01/27 | |
Domain Westin |
| 4.12 | % | | |
| 61,876 | | |
| 4,406 | | | 09/01/25 | |
Dover Mall |
| 5.57 | % | | |
| 80,506 | | |
| 4,485 | (2) | | 08/06/26 | |
Emerald Square Mall |
| 4.71 | % | | |
| 99,568 | | |
| 4,615 | (2) | | 08/11/22 | |
Falls, The |
| 3.45 | % | | |
| 150,000 | | |
| 5,247 | (2) | | 09/01/26 | |
Fashion Centre at Pentagon City, The |
| 3.04 | % | (1) | |
| 455,000 | | |
| 13,834 | (2) | | 05/09/26 | (3) |
Fashion Valley |
| 3.75 | % | (34) | |
| 415,000 | | |
| 15,563 | (2) | | 02/01/26 | (3) |
Florida Mall, The |
| 5.25 | % | | |
| 296,071 | | |
| 25,172 | | | 03/05/22 | |
Galleria, The |
| 3.55 | % | | |
| 1,200,000 | | |
| 43,189 | (2) | | 03/01/25 | |
Genting Highland Premium Outlets |
| 3.97 | % | (7) | |
| 19,051 | (9) | |
| 870 | (2) | | 02/14/24 | |
Gloucester Premium Outlets | | 1.60 | % | (1) | | | 86,000 | | | | 1,399 | (2) | | 03/01/23 | (3) |
Gotemba Premium Outlets |
| 0.16 | % | | |
| 112,952 | (26) | |
| 270 | (2) | | 04/08/27 | |
Grapevine Mills |
| 3.83 | % | | | | 268,000 | | | | 10,414 | (2) | | 10/01/24 | |
Hamilton Town Center |
| 4.81 | % | | | | 74,613 | | | | 5,286 | | | 04/01/22 | |
Katy Mills |
| 3.49 | % | | | | 140,000 | | | | 4,954 | (2) | | 12/06/22 | |
Kobe-Sanda Premium Outlets |
| 0.34 | % | (12) | |
| 7,821 | (26) | |
| 28 | (2) | | 01/31/23 | |
Lehigh Valley Mall |
| 4.06 | % | | |
| 185,317 | | |
| 11,522 | | | 11/01/27 | |
Liberty Tree Mall |
| 3.41 | % | | |
| 28,486 | | |
| 1,964 | | | 05/06/23 | |
Malaga Designer Outlet |
| 2.75 | % | (22) | |
| 67,246 | | |
| 2,166 | (2) | | 02/09/23 | |
Mall at Rockingham Park, The |
| 4.04 | % | | |
| 262,000 | | |
| 10,732 | (2) | | 06/01/26 | |
Mall at Tuttle Crossing, The |
| 3.56 | % | | |
| 114,814 | | |
| 4,056 | (2) | | 05/01/23 | |
Mall of New Hampshire, The |
| 4.11 | % | | |
| 150,000 | | |
| 6,248 | (2) | | 07/01/25 | |
Meadowood Mall |
| 5.70 | % | | |
| 107,841 | | |
| 8,592 | | | 12/01/26 | |
Miami International Mall |
| 4.42 | % | | |
| 160,000 | | |
| 7,170 | (2) | | 02/06/24 | |
Northshore Mall |
| 3.30 | % | | |
| 222,911 | | |
| 14,717 | | | 07/05/23 | |
| | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Interest | | Face | | Annual Debt | | Maturity |
| ||||||
Property Name |
| Rate |
| Amount |
| Service (1) |
| Date |
| ||||||
Unsecured Notes - 22C |
| 6.75 | % | | | $ | 600,000 | | | $ | 40,500 | (14) | | 02/01/40 | |
Unsecured Notes - 25C | | 4.75 | % | | | | 550,000 | | | | 26,125 | (14) | | 03/15/42 | |
Unsecured Notes - 27B |
| 3.75 | % | | | | 600,000 | | |
| 22,500 | (14) | | 02/01/24 | |
Unsecured Notes - 28A |
| 3.38 | % | | | | 900,000 | | |
| 30,375 | (14) | | 10/01/24 | |
Unsecured Notes - 28B |
| 4.25 | % | | | | 400,000 | | |
| 17,000 | (14) | | 10/01/44 | |
Unsecured Notes - 29B |
| 3.50 | % | | | | 1,100,000 | | | | 38,500 | (14) | | 09/01/25 | |
Unsecured Notes - 30B |
| 3.30 | % | | | | 800,000 | | | | 26,400 | (14) | | 01/15/26 | |
Unsecured Notes - 31B |
| 3.25 | % | | | | 750,000 | | |
| 24,375 | (14) | | 11/30/26 | |
Unsecured Notes - 31C |
| 4.25 | % | | | | 550,000 | | |
| 23,375 | (14) | | 11/30/46 | |
Unsecured Notes - 32B | | 3.38 | % | | | | 750,000 | | | | 25,313 | (14) | | 06/15/27 | |
Unsecured Notes - 33B | | 3.38 | % | | | | 750,000 | | | | 25,313 | (14) | | 12/01/27 | |
Unsecured Notes - 34A | | 2.00 | % | | | | 1,000,000 | | | | 20,000 | (14) | | 09/13/24 | |
Unsecured Notes - 34B |
| 2.45 | % | | | | 1,250,000 | | |
| 30,625 | (14) | | 09/13/29 | |
Unsecured Notes - 34C |
| 3.25 | % | | | | 1,250,000 | | |
| 40,625 | (14) | | 09/13/49 | |
Unsecured Notes - 35A |
| 2.65 | % | | | | 750,000 | | |
| 19,875 | (14) | | 07/15/30 | |
Unsecured Notes - 35B |
| 3.80 | % | | | | 750,000 | | |
| 28,500 | (14) | | 07/15/50 | |
Unsecured Notes - 36A |
| 1.75 | % | | | | 800,000 | | |
| 14,000 | (14) | | 02/01/28 | |
Unsecured Notes - 36B |
| 2.20 | % | | | | 700,000 | | |
| 15,400 | (14) | | 02/01/31 | |
Unsecured Notes - 37A |
| 1.38 | % | | | | 550,000 | | |
| 7,563 | (14) | | 01/15/27 | |
Unsecured Notes - 37B |
| 2.25 | % | | | | 700,000 | | |
| 15,750 | (14) | | 01/15/32 | |
Unsecured Notes - 38B | | 2.65 | % | | | | 700,000 | | | | 18,550 | (14) | | 02/01/32 | |
Unsecured Notes - 39A | | 5.50 | % | | | | 650,000 | | | | 35,750 | (14) | | 03/08/33 | |
Unsecured Notes - 39B | | 5.85 | % | | | | 650,000 | | | | 38,025 | (14) | | 03/08/53 | |
Unsecured Notes - 40A | | 6.25 | % | | | | 500,000 | | | | 31,250 | (14) | | 01/15/34 | |
Unsecured Notes - 40B | | 6.65 | % | | | | 500,000 | | | | 33,250 | (14) | | 01/15/54 | |
Unsecured Notes - Euro 3 | | 1.25 | % | | | | 551,860 | (10) | | | 6,898 | (6) | | 05/13/25 | |
Unsecured Notes - Euro 4 |
| 1.13 | % | | | | 827,791 | (13) | |
| 9,313 | (6) | | 03/19/33 | |
Unsecured Bonds - Exchangable Euro 5 | | 3.50 | % | (47) | | | 827,791 | (13) | | | 28,973 | (14) | | 11/14/26 | |
Total Consolidated Unsecured Indebtedness | | | | | | $ | 21,012,442 | | | | | | | | |
Total Consolidated Indebtedness at Face Amounts | | | | | | $ | 26,186,261 | | | | | | | | |
Premium on Indebtedness | | | | | |
| 13,635 | | | | | | | | |
Discount on Indebtedness | | | | | |
| (86,626) | | | | | | | | |
Debt Issuance Costs | | | | | |
| (140,442) | | | | | | | | |
Other Debt Obligations | | | | | |
| 60,595 | (18) | | | | | | | |
Total Consolidated Indebtedness | | | | | | $ | 26,033,423 | | | | | | | | |
Our Share of Consolidated Indebtedness | | | | | | $ | 25,807,249 | | | | | | | | |
| | | | | | | | | | | | | | | |
Joint Venture Indebtedness: | | | | | | | | | | | | | | | |
Secured Indebtedness: |
| | | | | | | | | | | | | | |
Arundel Mills |
| 7.70 | % | | | $ | 360,000 | | | $ | 27,724 | (2) | | 11/01/33 | |
Ashford Designer Outlet |
| 4.90 | % | (35) | |
| 131,770 | (21) | |
| 6,451 | (2) | | 05/23/27 | |
Aventura Mall |
| 4.12 | % | | |
| 1,750,000 | | |
| 72,122 | (2) | | 07/01/28 | |
Avenues, The |
| 3.60 | % | | |
| 110,000 | | |
| 3,960 | (2) | | 02/06/26 | |
50
| | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Interest | | Face | | Annual Debt | | Maturity |
| ||||||
Property Name |
| Rate |
| Amount |
| Service (1) |
| Date |
| ||||||
Ontario Mills |
| 4.25 | % | | |
| 280,247 | | |
| 20,976 | | | 03/05/22 | |
Paju Premium Outlets |
| 2.95 | % | | |
| 59,680 | (17) | |
| 4,340 | (2) | | 07/13/24 | |
Premium Outlet Collection Edmonton IA |
| 1.73 | % | (4) | |
| 107,476 | (5) | |
| 1,870 | (2) | | 11/30/23 | |
Premium Outlets Montréal |
| 3.08 | % | | |
| 94,498 | (5) | |
| 2,703 | (2) | | 06/01/24 | |
Quaker Bridge Mall |
| 4.50 | % | | |
| 180,000 | | |
| 8,100 | (2) | | 05/01/26 | |
Querétaro Premium Outlets - Fixed |
| 9.98 | % | | |
| 21,227 | (32) | |
| 2,119 | | | 12/20/33 | |
Querétaro Premium Outlets - Variable | | 8.49 | % | | | | 4,070 | (32) | | | 346 | (2) | | 06/30/23 | |
Rinku Premium Outlets - Fixed |
| 0.30 | % | | |
| 51,263 | (26) | |
| 155 | (2) | | 07/31/27 | |
Rinku Premium Outlets - Variable | | 0.34 | % | (12) | | | 8,687 | (26) | | | 29 | (2) | | 07/31/22 | |
Roermond 4 Designer Outlet |
| 1.30 | % | (23) | |
| 190,563 | (30) | |
| 2,477 | (2) | | 08/18/25 | |
Roosevelt Field Hotel |
| 3.20 | % | (1) | |
| 29,150 | | |
| 772 | (2) | | 07/31/23 | (3) |
Sano Premium Outlets |
| 0.28 | % | | |
| 39,533 | (26) | |
| 129 | (2) | | 02/28/25 | |
Sawgrass Mills Hotel |
| 5.27 | % | (33) | |
| 28,501 | | |
| 1,502 | (1) | | 06/07/24 | (3) |
Shisui Premium Outlets Phase 1 |
| 0.32 | % | (12) | |
| 24,329 | (26) | |
| 258 | (2) | | 05/31/23 | |
Shisui Premium Outlets Phase 2 |
| 0.35 | % | | |
| 43,443 | (26) | |
| 150 | (2) | | 04/08/25 | |
Shisui Premium Outlets Phase 3 |
| 0.32 | % | (12) | |
| 22,591 | (26) | |
| 72 | (2) | | 11/30/23 | |
Shops at Clearfork, The |
| 2.81 | % | (27) | |
| 145,000 | | |
| 4,072 | (2) | | 03/11/30 | |
Shops at Crystals, The |
| 3.74 | % | | |
| 550,000 | | |
| 20,878 | (2) | | 07/01/26 | |
Shops at Mission Viejo, The |
| 3.61 | % | | |
| 295,000 | | |
| 10,797 | (2) | | 02/01/23 | |
Siam Premium Outlets Bangkok |
| 3.95 | % | | |
| 73,305 | (11) | |
| 2,152 | (2) | | 06/05/31 | |
Siheung Premium Outlets |
| 2.51 | % | | |
| 126,086 | (17) | |
| 3,625 | (2) | | 03/15/24 | |
Silver Sands Premium Outlets |
| 3.93 | % | | |
| 100,000 | | |
| 2,940 | (2) | | 06/01/22 | |
Smith Haven Mall |
| 3.10 | % | (1) | |
| 171,750 | | |
| 5,392 | (2) | | 03/31/24 | (3) |
Solomon Pond Mall |
| 4.01 | % | | |
| 91,178 | | |
| 5,833 | | | 11/01/22 | |
Southdale Hotel |
| 2.10 | % | (1) | |
| 17,000 | | |
| 431 | (2) | | 06/01/22 | |
Southdale Residential |
| 4.46 | % | | |
| 37,160 | | |
| 2,525 | | | 10/15/35 | |
Springfield Mall |
| 4.45 | % | | |
| 57,949 | | |
| 4,171 | | | 10/06/25 | |
Square One Mall |
| 5.47 | % | | |
| 84,177 | | |
| 4,701 | (2) | | 01/06/27 | |
St. Johns Town Center |
| 3.82 | % | | |
| 350,000 | | |
| 13,552 | (2) | | 09/11/24 | |
St. Louis Premium Outlets |
| 4.06 | % | | |
| 91,459 | | |
| 5,478 | | | 10/06/24 | |
Stoneridge Shopping Center |
| 3.50 | % | | |
| 330,000 | | |
| 11,550 | (2) | | 09/05/26 | |
Tanger Outlets Columbus |
| 1.95 | % | (1) | |
| 71,000 | | |
| 1,502 | (2) | | 11/28/22 | (3) |
Tanger Outlets - Galveston/Houston |
| 1.95 | % | (1) | |
| 64,500 | | |
| 1,385 | (2) | | 07/01/23 | (3) |
Toki Premium Outlets - Fixed |
| 0.21 | % | | |
| 23,025 | (26) | |
| 52 | (2) | | 11/30/24 | |
Toki Premium Outlets - Variable |
| 0.29 | % | (12) | |
| 3,041 | (26) | |
| 3,041 | (2) | | 11/30/24 | |
Toronto Premium Outlets |
| 3.11 | % | | |
| 133,871 | (5) | |
| 4,158 | (2) | | 06/01/22 | |
Toronto Premium Outlets II |
| 1.63 | % | (4) | |
| 92,729 | (5) | |
| 1,509 | (2) | | 05/24/22 | |
Tosu Premium Outlets |
| 0.20 | % | (12) | |
| 53,870 | (26) | |
| 169 | (2) | | 10/31/26 | |
Twin Cities Premium Outlets |
| 4.32 | % | | |
| 115,000 | | |
| 5,037 | (2) | | 11/06/24 | |
Vancouver Designer Outlet | | 1.98 | % | (4) | |
| 127,104 | (5) | |
| 2,388 | (2) | | 02/18/23 | (3) |
West Midlands Designer Outlets | | 3.91 | % | | | | 81,632 | (16) | | | 3,193 | (1) | | 02/27/23 | |
West Town Mall | | 4.37 | % | | |
| 203,199 | | |
| 12,844 | | | 07/01/22 | |
Westchester, The | | 3.25 | % | | |
| 400,000 | | |
| 13,181 | (2) | | 02/01/30 | |
Woodfield Mall | | 4.50 | % | | |
| 389,507 | | | | 26,137 | | | 03/05/24 | |
| | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Interest | | Face | | Annual Debt | | Maturity |
| ||||||
Property Name |
| Rate |
| Amount |
| Service (1) |
| Date |
| ||||||
Briarwood Mall |
| 3.29 | % | | |
| 165,000 | | |
| 5,432 | (2) | | 09/01/26 | |
Busan Premium Outlets |
| 4.40 | % | | |
| 84,822 | (17) | |
| 3,729 | (2) | | 11/23/25 | |
Cape Cod Mall |
| 7.65 | % | (1) | | $ | 52,000 | | | $ | 3,980 | (2) | | 07/30/26 | (3) |
Charlotte Premium Outlets |
| 4.27 | % | | |
| 99,309 | | |
| 5,950 | | | 07/01/28 | |
Clarksburg Premium Outlets |
| 3.95 | % | | |
| 157,399 | | |
| 9,164 | | | 01/01/28 | |
Coconut Point |
| 3.95 | % | | |
| 171,638 | | |
| 10,797 | | | 10/01/26 | |
Colorado Mills - 1 |
| 4.28 | % | | |
| 121,038 | | |
| 7,933 | | | 11/01/24 | |
Colorado Mills - 2 |
| 2.80 | % | | |
| 30,000 | | |
| 840 | (2) | | 07/01/31 | |
Concord Mills | | 6.55 | % | | | | 232,391 | | | | 17,736 | | | 11/01/32 | |
Coral Square Residential |
| 7.40 | % | (1) | |
| 22,192 | | |
| 1,643 | (2) | | 05/04/27 | (3) |
Dadeland Mall |
| 3.11 | % | | |
| 369,656 | | |
| 19,872 | | | 01/05/27 | |
Dadeland Mall Hotel |
| 7.70 | % | (1) | |
| 27,345 | | |
| 2,570 | | | 09/01/24 | (3) |
Del Amo Fashion Center |
| 3.66 | % | | |
| 585,000 | | |
| 21,396 | (2) | | 06/01/27 | |
Domain Westin | | 4.12 | % | | | | 58,786 | | | | 5,708 | | | 09/01/25 | |
Dover Mall | | 5.57 | % | | | | 77,929 | | | | 4,341 | (2) | | 08/06/26 | |
Falls, The | | 3.45 | % | | | | 150,000 | | | | 5,175 | (2) | | 09/01/26 | |
Fashion Centre Pentagon | | 6.94 | % | (38) | | | 455,000 | | | | 31,573 | (2) | | 05/09/26 | (3) |
Fashion Valley | | 5.73 | % | | | | 450,000 | | | | 25,785 | (2) | | 06/01/33 | |
Florida Mall, The | | 6.30 | % | (36) | | | 600,000 | | | | 37,800 | (2) | | 02/09/27 | (3) |
Fukaya-Hanazono Premium Outlets | | 0.76 | % | | | | 75,867 | (26) | | | 575 | (2) | | 09/30/32 | |
Galleria, The | | 3.55 | % | | | | 1,200,000 | | | | 42,598 | (2) | | 03/01/25 | |
Gotemba Premium Outlets | | 0.31 | % | | | | 92,176 | (26) | | | 285 | (2) | | 04/08/27 | |
Grapevine Mills | | 3.83 | % | | | | 268,000 | | | | 10,272 | (2) | | 10/01/24 | |
Hamilton Town Center | | 7.70 | % | (1) | | | 79,077 | | | | 7,201 | | | 02/24/27 | (3) |
Johor Premium Outlet | | 5.95 | % | (7) | | | 4,430 | (9) | | | 264 | (2) | | 01/31/24 | |
Katy Mills | | 5.77 | % | | | | 127,906 | | | | 9,042 | | | 08/01/32 | |
Lehigh Valley Mall | | 4.06 | % | | | | 177,171 | | | | 11,512 | | | 11/01/27 | |
Liberty Tree Mall | | 6.18 | % | (27) | | | 28,311 | | | | 2,070 | | | 05/03/28 | |
Malaga Designer Outlet | | 5.54 | % | (22) | | | 70,086 | (30) | | | 3,883 | (2) | | 05/05/28 | (3) |
Mall at Rockingham Park, The | | 4.04 | % | | | | 262,000 | | | | 10,585 | (2) | | 06/01/26 | |
Mall of New Hampshire, The | | 4.11 | % | | | | 150,000 | | | | 6,162 | (2) | | 07/01/25 | |
Meadowood Mall |
| 5.74 | % | | |
| 103,768 | | |
| 8,211 | | | 12/01/26 | |
Miami International Mall |
| 4.42 | % | | |
| 160,000 | | |
| 7,072 | (2) | | 02/06/24 | |
Norfolk Premium Outlets | | 4.50 | % | | | | 75,000 | | | | 4,138 | | | 04/01/32 | |
Northshore Mall |
| 8.02 | % | | |
| 190,083 | | |
| 19,390 | | | 07/05/25 | |
Paju Premium Outlets |
| 3.06 | % | | | | 47,125 | (17) | | | 1,443 | (2) | | 03/13/25 | |
Premium Outlet Collection Edmonton IA |
| 6.76 | % | (37) | |
| 102,990 | (5) | |
| 6,957 | (2) | | 11/30/25 | |
Premium Outlets Montréal |
| 3.08 | % | | |
| 90,554 | (5) | |
| 2,789 | (2) | | 06/01/24 | |
Quaker Bridge Mall |
| 4.20 | % | | |
| 180,000 | | |
| 7,560 | (2) | | 05/01/26 | |
Queretaro Premium Outlets - Fixed |
| 12.21 | % | | |
| 23,644 | (32) | |
| 4,106 | | | 12/20/33 | |
Queretaro Premium Outlets - Variable |
| 15.25 | % | | |
| 1,169 | (32) | |
| 178 | (2) | | 06/20/28 | |
Rinku Premium Outlets |
| 0.30 | % | | |
| 41,834 | (26) | |
| 126 | (2) | | 07/31/27 | |
Roermond 4 Designer Outlet |
| 4.55 | % | (23) | |
| 185,425 | (30) | |
| 8,437 | (2) | | 08/18/25 | |
Roosevelt Field Hotel |
| 8.09 | % | (34) | |
| 48,800 | | |
| 3,950 | (2) | | 06/29/27 | (3) |
51
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Interest | | Face | | Annual Debt | | Maturity |
| | Interest | | Face | | Annual Debt | | Maturity |
| ||||||||||||
Property Name |
| Rate |
| Amount |
| Service (1) |
| Date |
|
| Rate |
| Amount |
| Service (1) |
| Date |
| ||||||||||||
Round Rock Residential |
| 7.45 | % | (1) | |
| 29,918 | | |
| 2,230 | | | 08/26/26 | (3) | |||||||||||||||
Sano Premium Outlets |
| 0.28 | % | | |
| 32,261 | (26) | |
| 91 | (2) | | 02/28/25 | | |||||||||||||||
Sawgrass Mills Hotel |
| 8.29 | % | (33) | |
| 27,700 | | |
| 2,297 | (2) | | 06/07/24 | | |||||||||||||||
Shisui Premium Outlets Phase 2 |
| 0.37 | % | | |
| 35,452 | (26) | |
| 129 | (2) | | 05/31/29 | | |||||||||||||||
Shisui Premium Outlets Phase 3 |
| 0.37 | % | (12) | | $ | 18,435 | (26) | | $ | 67 | (2) | | 11/30/28 | | |||||||||||||||
Shops at Clearfork, The |
| 2.81 | % | (27) | |
| 145,000 | | |
| 4,072 | (2) | | 03/11/30 | | |||||||||||||||
Shops at Crystals, The | | 3.74 | % | | | | 550,000 | | | | 20,592 | (2) | | 07/01/26 | | |||||||||||||||
Shops at Mission Viejo, The |
| 3.61 | % | | |
| 289,240 | | |
| 10,442 | (2) | | 02/01/25 | (3) | |||||||||||||||
Siam Premium Outlets Bangkok | | 4.69 | % | | | | 64,490 | (11) | | | 3,025 | (2) | | 06/05/31 | | |||||||||||||||
Siheung Premium Outlets |
| 2.51 | % | | |
| 115,878 | (17) | |
| 2,909 | (2) | | 03/15/24 | | |||||||||||||||
Silver Sands Premium Outlets |
| 3.96 | % | | |
| 140,000 | | |
| 5,543 | (2) | | 03/01/32 | | |||||||||||||||
Smith Haven Mall |
| 8.45 | % | (1) | |
| 171,750 | | |
| 14,521 | (2) | | 03/31/24 | | |||||||||||||||
Solomon Pond Mall |
| 4.01 | % | | |
| 91,178 | | |
| 3,656 | | | 11/01/22 | (8) | |||||||||||||||
Southdale Hotel |
| 7.70 | % | (1) | |
| 16,197 | | |
| 1,815 | | | 06/01/25 | | |||||||||||||||
Southdale Residential |
| 4.46 | % | | |
| 35,265 | | |
| 2,550 | | | 10/15/35 | | |||||||||||||||
Springfield Mall |
| 4.45 | % | | |
| 55,203 | | |
| 3,918 | | | 10/06/25 | | |||||||||||||||
Square One Mall |
| 5.47 | % | | |
| 79,050 | | |
| 4,326 | (2) | | 01/06/27 | | |||||||||||||||
St. Johns Town Center |
| 3.82 | % | | |
| 350,000 | | |
| 13,367 | (2) | | 09/11/24 | | |||||||||||||||
St. Johns Hotel |
| 8.15 | % | (1) | |
| 16,036 | | |
| 1,308 | (2) | | 05/16/27 | (3) | |||||||||||||||
St. Louis Premium Outlets |
| 4.06 | % | | |
| 87,886 | | |
| 5,399 | | | 10/06/24 | | |||||||||||||||
Stoneridge Shopping Center |
| 3.50 | % | | |
| 330,000 | | |
| 11,550 | (2) | | 09/05/26 | | |||||||||||||||
Tanger Outlets Columbus |
| 6.25 | % | | |
| 71,000 | | |
| 4,439 | (2) | | 10/01/32 | (3) | |||||||||||||||
Tanger Outlets - Galveston/Houston |
| 7.90 | % | (40) | |
| 58,000 | | |
| 4,581 | (2) | | 06/16/28 | (3) | |||||||||||||||
Toki Premium Outlets - Fixed |
| 0.21 | % | | |
| 18,789 | (26) | |
| 39 | (2) | | 11/30/24 | | |||||||||||||||
Toki Premium Outlets - Variable |
| 0.31 | % | (12) | |
| 2,482 | (26) | |
| 8 | (2) | | 11/30/24 | | |||||||||||||||
Tosu Premium Outlets |
| 0.30 | % | (12) | |
| 43,961 | (26) | |
| 130 | (2) | | 10/31/26 | | |||||||||||||||
Twin Cities Premium Outlets |
| 4.32 | % | | |
| 115,000 | | |
| 4,968 | (2) | | 11/06/24 | | |||||||||||||||
Vancouver Designer Outlet |
| 5.67 | % | (39) | |
| 124,512 | (5) | |
| 7,064 | (2) | | 12/01/27 | (3) | |||||||||||||||
West Midlands Designer Outlets |
| 7.49 | % | (28) | |
| 82,754 | (21) | |
| 6,198 | (2) | | 06/06/26 | | |||||||||||||||
Westchester, The |
| 3.25 | % | | |
| 400,000 | | |
| 13,000 | (2) | | 02/01/30 | | |||||||||||||||
Woodfield Mall |
| 6.71 | % | | |
| 294,000 | | |
| 19,730 | (2) | | 12/01/33 | | |||||||||||||||
Yeoju Premium Outlets | | 2.95 | % | | |
| 56,316 | (17) | | | 1,953 | (2) | | 09/28/24 | | | 3.53 | % | | |
| 47,897 | (17) | |
| 1,692 | (2) | | 09/28/24 | |
Total Joint Venture Secured Indebtedness at Face Value | | | | | |
| 14,898,156 |
| | | | | | | | |||||||||||||||
TMLP Indebtedness at Face Value | | | | | |
| 363,137 | (29) | | | | | | | | |||||||||||||||
Total Joint Venture and TMLP Indebtedness at Face Value | | | | | |
| 15,261,293 |
| | | | | | | | |||||||||||||||
| | | | | | | | | | | | | | | | |||||||||||||||
Total Joint Venture Secured Indebtedness at Face Amount | | | | | | $ | 13,986,025 | | | | | | | | | |||||||||||||||
TMLP Indebtedness at Face Amount | | | | | |
| 328,199 | (29) | | | | | | | | |||||||||||||||
Total Joint Venture and TMLP Indebtedness at Face Amount | | | | | |
| 14,314,224 |
| | | | | | | | |||||||||||||||
Debt Issuance Costs | | | | | |
| (37,583) | | | | | | | | | | | | | |
| (31,385) | | | | | | | | |
Total Joint Venture Indebtedness | | | | | | $ | 15,223,710 |
| | | | | | | | | | | | | $ | 14,282,839 |
| | | | | | | |
Our Share of Joint Venture Indebtedness | | | | | | $ | 6,994,873 | (31) | | | | | | | | | | | | | $ | 6,688,169 | (31) | | | | | | | |
| | | | | |
| | | | | | | | | | |||||||||||||||
Taubman Realty Group Indebtedness: | | | | | | TRG Share | | | | | | | | |||||||||||||||||
Secured Indebtedness: | | | | | | of Face Amount | | | | | | | |
52
| | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Interest | | Face | | Annual Debt | | Maturity |
| ||||||
Property Name |
| Rate |
| Amount |
| Service (1) |
| Date |
| ||||||
Cherry Creek Shopping Center | | 3.85 | % | | | $ | 275,000 | | | $ | 10,588 | (2) | | 06/01/28 | |
City Creek Center | | 9.37 | % | | | | 68,284 | | | | 8,046 | | | 04/01/24 | |
Country Club Plaza | | 3.85 | % | | | | 147,735 | | | | 7,055 | | | 04/01/26 | |
Dolphin Mall | | 6.87 | % | (44) | | | 1,000,000 | | | | 68,700 | (2) | | 05/09/27 | (3) |
Fair Oaks Mall | | 5.32 | % | | | | 119,387 | | | | 8,530 | | | 11/10/23 | (8) |
Gardens Mall, The | | 4.41 | % | | | | 98,532 | | | | 7,584 | | | 07/15/25 | |
Great Lakes Crossing Outlets | | 6.52 | % | | | $ | 180,000 | | | $ | 11,736 | (2) | | 02/01/33 | |
International Plaza | | 5.57 | % | (43) | | | 238,977 | | | | 13,311 | (2) | | 10/09/26 | (3) |
Mall at Green Hills, The | | 8.06 | % | (42) | | | 150,000 | | | | 12,090 | (2) | | 01/01/27 | (3) |
Mall at Millenia, The | | 3.94 | % | | | | 225,000 | | | | 8,865 | (2) | | 10/15/24 | |
Mall at Short Hills, The | | 3.48 | % | | | | 1,000,000 | | | | 34,800 | (2) | | 10/01/27 | |
Mall at University Town Center, The | | 3.40 | % | | | | 137,267 | | | | 7,400 | | | 11/01/26 | |
Sunvalley | | 4.44 | % | | | | 73,200 | | | | 6,306 | | | 09/01/25 | (3) |
Twelve Oaks Mall | | 4.85 | % | | | | 272,445 | | | | 18,670 | | | 03/06/28 | |
Waterside Shops | | 3.86 | % | | | | 78,534 | | | | 4,613 | | | 04/15/26 | |
Westfarms | | 7.80 | % | | | | 191,035 | | | | 14,901 | (2) | | 09/06/28 | |
CityOn.Xian | | 5.00 | % | | | | 31,025 | (46) | | | 4,354 | | | 03/14/29 | |
CityOn.Zhengzhou | | 4.95 | % | | | | 32,852 | (46) | | | 4,080 | | | 03/22/32 | |
Starfield Anseong | | 2.17 | % | | | | 113,817 | (45) | | | 2,470 | (2) | | 02/27/25 | |
Starfield Hanam | | 2.38 | % | | | | 79,672 | (45) | | | 1,896 | (2) | | 10/26/25 | |
Total TRG Secured Indebtedness at TRG Share of Face Amount | | | | | | $ | 4,512,762 | | | | | | | | |
| | | | | | | | | | | | | | | |
Corporate and Other Indebtedness: | | | | | | | | | | | | | | | |
TRG U.S. Headquarters | | 3.49 | % | | | $ | 12,000 | | | $ | 419 | (2) | | 03/01/24 | |
TRG - $650M Revolving Credit Facility | | 6.65 | % | (48) | | | 125,000 | | | | 8,313 | (2) | | 03/31/27 | (3) |
TRG - $65M Revolving Credit Facility | | 6.84 | % | (49) | | | 30,000 | | | | 2,052 | (2) | | 04/20/24 | |
Other | | 7.69 | % | | | | 12,000 | | | | 923 | (2) | | 11/01/27 | (3) |
Total TRG Corporate and Other Indebtedness at TRG Share of Face Amount | | | | | | $ | 179,000 | | | | | | | | |
Total TRG Indebtedness at TRG Share | | | | | | $ | 4,691,762 | | | | | | | | |
Our Share of TRG Indebtedness | | | | | | $ | 3,941,080 | | | | | | | | |
(1) | Variable rate loans based on one-month (1M) |
(2) | Requires monthly payment of interest only. |
(3) | Includes applicable extension available at the Applicable Borrower's option. |
(4) | Variable rate |
(5) | Amount shown in USD equivalent. CAD |
(6) | Requires annual payment of interest only. |
(7) | Variable rate loans based on Cost of Fund plus an interest rate spreads |
53
(8) | Mortgage is outstanding as of 12/31/ |
(9) | Amount shown in USD |
(10) | Amount shown in USD equivalent. Euro equivalent is 500.0 million. |
(11) | Amount shown in USD equivalent. Baht equivalent is |
(12) | Variable rate loans based on six-month (6M) TIBOR plus interest rate spreads ranging from 15 bps to 35 bps. As of December 31, |
(13) | Amount shown in USD equivalent. Euro equivalent is 750.0 million. |
(14) | Requires semi-annual payments of interest only. |
(15) | Credit Facilities. As of December 31, |
(16) |
(17) | Amount shown in USD equivalent. Won |
(18) | City of Sunrise Bond Liability (Sawgrass Mills). |
(19) | Loans secured by these three properties are cross-collateralized and cross-defaulted. |
(20) | Loans secured by these two properties are cross-collateralized and cross-defaulted. |
(21) | Amount shown in USD equivalent. GBP equivalent is |
(22) | Variable rate loan based on |
52
(23) | Variable rate loan based on 3M EURIBOR plus |
(24) | Variable rate loan based on 3M EURIBOR, which is subject to a floor of 0.00%, plus an interest rate spread of |
(25) | Variable rate loan based on 3M EURIBOR plus an interest rate spread |
(26) | Amount shown in USD |
(27) | Associated with this loan is an interest rate swap agreement that effectively fixes the interest rate on this loan at the all-in rate presented. |
(28) | Variable rate loan based on |
(29) | Consists of two properties with interest rates ranging from 5.65% to 7.32% and maturities in 2024. |
(30) | Amount shown in USD equivalent. Euro equivalent is |
(31) | Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including |
(32) | Amount shown in USD equivalent. Peso equivalent is |
(33) | Variable rate loan based on |
(34) | Variable rate loan based on |
54
(35) | Variable rate loan based on Overnight SONIA plus an interest rate spread of 215bps. Through an interest rate swap agreement, Overnight SONIA is fixed at |
(36) | Variable rate loan based on 1M SOFR plus an interest rate spread of 230 bps. Through an interest rate cap agreement, 1M SOFR is currently fixed at 4.00%. |
(38) | Variable rate loan based on 1M SOFR plus an interest rate spread of 305 bps. Through an interest rate cap agreement, 1M SOFR is currently fixed at 3.89%. |
(39) | Variable rate loan based on CDOR plus an interest rate spread of 185 bps. Through an interest rate swap agreements, CDOR is currently fixed at rates ranging from 3.66% to 3.99% for a portion of the |
(40) | Variable rate loan based on 1M SOFR plus an interest rate spread of 300 bps. Through an interest rate swap agreement, 1M SOFR is currently fixed at 4.44%. |
(41) | Variable rate loan based on Overnight SONIA plus an interest rate spread of 215bps. Through an interest rate swap agreement, Overnight SONIA is fixed at 2.14% for a portion of the |
(42) | Variable rate loan based on 30 day Average SOFR, which is subject to a floor of 0.035%, plus an interest rate spread of 272 bps. 30 day Average SOFR, as of December 31, 2023 was 5.34%. |
(43) | Variable rate loan based on 1M SOFR, which is subject to a floor of 0.00% plus an interest rate spread of 207bps. Through interest rate cap agreements, 1M SOFR is currently fixed at 3.50%. |
(44) | Variable rate loan based on 1M Term SOFR, which is subject to a floor of 0.00% plus an interest rate spread of 310bps. Through interest rate swap agreements, 1M Term SOFR is currently fixed at 3.77%. |
(45) | Amounts shown in USD Equivalent. KRW Equivalent is 902.0 billion. |
(46) | Amounts shown in USD Equivalent. CNY Equivalent is 1.8 billion. |
(47) | Notes exchangeable into ordinary shares of Klépierre S.A. at a common price of €27.2092. |
(48) | Variable rate loan based on 1M SOFR, which is subject to a floor of 0.00% plus an interest rate spread ranging from 115bps to 170bps. 1M SOFR, as of December 31, 2023 was 5.35%. |
(49) | Variable rate loan based on one-month (1M) BSBY, which is subject to a floor of 0.00% plus an interest rate spread of 140bps. 1M BSBY, as of December 31, 2023 was 5.44%. |
The changes in consolidated mortgages and unsecured indebtedness for the years ended December 31, 2021, 20202023, 2022 and 20192021 are as follows:
| | | | | | | | | | | ||||||||||
|
| 2021 |
| 2020 |
| 2019 |
|
| 2023 |
| 2022 |
| 2021 |
| ||||||
Balance, Beginning of Year | | $ | 26,723,361 | | $ | 24,163,230 | | $ | 23,305,535 | | | $ | 24,960,286 | | $ | 25,321,022 | | $ | 26,723,361 | |
Additions during period: | | | | | | | | | | | | | | | | | | | | |
New Loan Originations | |
| 9,255,220 | |
| 15,269,455 | |
| 13,355,809 | | |
| 3,610,389 | |
| 3,443,739 | |
| 9,255,220 | |
Loans assumed in acquisitions and consolidation | |
| 46,263 | |
| — | |
| 21,001 | | |
| — | |
| 85,689 | |
| 46,263 | |
Net (Discount)/Premium | |
| (9,118) | |
| 28,906 | |
| (16,903) | | |
| (43,438) | |
| (1,922) | |
| (9,118) | |
Net Debt Issuance Costs | | | (35,818) | | | (34,595) | | | (23,505) | | | | (60,891) | | | (10,166) | | | (35,818) | |
Deductions during period: | | | | | | | | | | | | | | | | | | | | |
Loan Retirements | |
| (10,386,133) | |
| (12,932,448) | |
| (12,366,951) | | |
| (2,559,276) | |
| (3,687,330) | |
| (10,386,133) | |
Amortization of Net Discounts/(Premiums) | |
| 168 | |
| 174 | |
| (758) | | |
| 432 | |
| 7 | |
| 168 | |
Debt Issuance Cost Amortization | | | 24,794 | | | 23,076 | | | 18,400 | | | | 28,660 | | | 26,113 | | | 24,794 | |
Scheduled Principal Amortization | |
| (48,386) | |
| (51,728) | |
| (58,419) | | |
| (16,455) | |
| (22,446) | |
| (48,386) | |
Foreign Currency Translation | | | (249,329) | | | 257,291 | | | (70,979) | | | | 113,716 | | | (194,420) | | | (249,329) | |
Balance, Close of Year | | $ | 25,321,022 | | $ | 26,723,361 | | $ | 24,163,230 | | | $ | 26,033,423 | | $ | 24,960,286 | | $ | 25,321,022 | |
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Item 3. Legal Proceedings
We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.
Item 4. Mine Safety Disclosures
Not applicable.
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Part II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Simon
Market Information
Simon’s common stock trades on the New York Stock Exchange under the symbol “SPG”.
Holders
The number of holders of record of common stock outstanding was 1,1021,080 as of January 31, 2022.2024. The Class B common stock is subject to two voting trusts as to which Herbert Simon and David Simon are the trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.
Dividends
We must pay a minimum amount of dividends to maintain Simon’s status as a REIT. Simon’s future dividends and future distributions of the Operating Partnership will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.
Common stock cash dividends paid during 20212023 aggregated $7.15$7.45 per share. Common stock cash dividends during 20202022 aggregated $4.70$6.90 per share. On February 7, 2022,5, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 20222024 of $1.65$1.95 per share, payable on March 31, 202229, 2024 to shareholders of record on March 10, 2022.8, 2024.
We offer a dividend reinvestment plan that allows Simon’s stockholders to acquire additional shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the plan at a price equal to the prevailing market price of such shares, without payment of any brokerage commission or service charge.
Unregistered Sales of Equity Securities
There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, 2021.2023.
Issuances Under Equity Compensation Plans
For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K.
Issuer Purchases of Equity Securities
| | | | | | | | | | |
| | | | | | Total number | | Approximate | ||
| | | | | | | of shares | | value of shares | |
| | | | | | purchased as | | that may yet | ||
|
| Total number | | Average | | part of publicly | | be purchased | ||
| | of shares | | price paid | | announced | | under | ||
Period |
| purchased |
| per share |
| plans |
| plans (1) | ||
October 1, 2023 - October 31, 2023 |
| 316,368 | | $ | 108.32 | | 316,368 | | $ | 1,679,728,717 |
November 1, 2023 - November 30, 2023 |
| — | | $ | — | | — | | $ | 1,679,728,717 |
December 1, 2023 - December 31, 2023 |
| 5,738 | | $ | 123.46 | | 5,738 | | $ | 1,679,020,324 |
|
| 322,106 | | $ | 108.59 | | 322,106 | | | |
(1) | On May 9, 2022, Simon’s Board of Directors authorized a common stock repurchase plan commencing on May 16, 2022, or the Repurchase Program. Under the program, the Company may purchase up to $2.0 billion of its common stock during the two-year period ending May 16, 2024 in open market or privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company’s sole discretion. On February 8, 2024, Simon’s Board of Directors authorized a new common stock repurchase program which replaces the existing Repurchase Program immediately, where the Company may purchase up to $2.0 billion of its common stock over the next 24 months. As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon. |
There were no unregistered purchases57
The Operating Partnership
Market Information
There is no established trading market for units or preferred units.
Holders
The number of holders of record of units was 228230 as of January 31, 2022.2024.
Distributions
The Operating Partnership makes distributions on its units in amounts sufficient to maintain Simon's qualification as a REIT. Simon is required each year to distribute to its stockholders at least 90% of its REIT taxable income after certain
55
adjustments. Future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the distributions that may be required to maintain Simon's status as a REIT.
Distributions during 20212023 aggregated $7.15$7.45 per unit. Distributions during 20202022 aggregated $4.70$6.90 per unit. On February 7, 2022,5, 2024, Simon’s Board of Directors declared a quarterly cash distributiondividend for the first quarter of 20222024 of $1.65$1.95 per unit,share, payable on March 31, 202229, 2024 to unitholdersshareholders of record on March 10, 2022.8, 2024. The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Simon’s common stock.
Unregistered Sales of Equity Securities
There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2021.2023.
Issuer Purchases of Equity Securities
During the quarter ended December 31, 2021,2023, the Operating Partnership redeemed 15,21918,919 units from fivefour limited partners for $2.2$2.6 million in cash.
Item 6. Reserved
5658
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto that are included in this Annual Report on Form 10-K.
Overview
Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets. In this discussion, unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P. References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.
We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of December 31, 2021,2023, we owned or held an interest in 199195 income-producing properties in the United States, which consisted of 9593 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 1513 other retail properties in 37 states and Puerto Rico. We also own an 80%84% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at several properties in the North America, Europe and Asia. Internationally, as of December 31, 2021,2023, we had ownership in 3335 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. We also have two international outlet properties under development. As of December 31, 2021,2023, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe. We also own investments in retail operations (J.C. Penney and SPARC Group); an intellectual property and licensing venture (Authentic Brands Group, LLC, or ABG); an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.
We generate the majority of our lease income from retail, dining, entertainment, and other tenants including consideration received from:
● | fixed minimum lease consideration and fixed common area maintenance (CAM) reimbursements, and |
● | variable lease consideration primarily based on tenants’ sales, as well as reimbursements for real estate taxes, utilities, marketing and certain other items. |
Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.
We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following:
● | attracting and retaining high quality tenants and utilizing economies of scale to reduce operating expenses, |
● | expanding and re-tenanting existing highly productive locations at competitive rental rates, |
● | selectively acquiring or increasing our interests in high quality real estate assets or portfolios of assets, |
● | generating consumer traffic in our retail properties through marketing initiatives and strategic corporate alliances, and |
● | selling selective non-core assets. |
59
We also grow by generating supplemental revenues from the following activities:
● | establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events, |
57
● | offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services, |
● | selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and |
● | generating interest income on cash deposits and investments in loans, including those made to related entities. |
We focus on high quality real estate across the retail real estate spectrum. We expand or redevelop properties to enhance profitability and market share of existing assets when we believe the investment of our capital meets our risk-reward criteria. We selectively develop new properties in markets we believe are not adequately served by existing retail outlet properties.
We routinely review and evaluate acquisition opportunities based on their ability to enhance our portfolio. Our international strategy includes partnering with established real estate companies and financing international investments with local currency to minimize foreign exchange risk.
To support our growth, we employ a three-fold capital strategy:
● | provide the capital necessary to fund growth, |
● | maintain sufficient flexibility to access capital in many forms, both public and private, including but not limited to, having in place, the Operating Partnership’s $5.0 billion unsecured revolving credit facility, or the Credit Facility, its $3.5 billion supplemental unsecured revolving credit facility, or its Supplemental Facility, together, the Credit Facilities and its global unsecured commercial paper note program, or the Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof, and |
● | manage our overall financial structure in a fashion that preserves our investment grade credit ratings. |
We consider FFO, net operating income, or NOI, and portfolio NOI to be key measures of operating performance that are not specifically defined by accounting principles generally accepted in the United States, or GAAP. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Reconciliations of these measures to the most comparable GAAP measuremeasures are included below in this discussion.
COVID-19
On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, or COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has had a material negative impact on economic and market conditions around the world, and, notwithstanding the fact that vaccines are being administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in retail real estate. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have imposed at times measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, capacity limitations and social distancing measures. As a result of the COVID-19 pandemic and these periodic measures, the Company has experienced material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties and investments. Due to certain restrictive governmental orders placed on us, our domestic portfolio lost approximately 13,500 shopping days in 2020, the majority of which occurred in the second quarter.
As we developed and implemented our response to the impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our business, our primary focus has been on the health and safety of our employees, our shoppers and the communities in which we serve. In the second quarter of 2020, in connection with the property closures, we implemented a series of actions to reduce costs and increase liquidity in light of the economic impacts of the pandemic, including:
58
Results Overview
Diluted earnings per share and diluted earnings per unit increased $3.25$0.46 during 20212023 to $6.84$6.98 as compared to $3.59$6.52 in 2020.2022. The increase in diluted earnings per share and diluted earnings per unit was primarily attributable to:
● | improved operating performance and solid core business fundamentals in |
● | pre-tax gains in 2023 on the disposal, exchange, or revaluation of equity interests of $362.0 million, or $0.97 per diluted share/unit, of which $204.9 million, or $0.55 per diluted share/unit, was non-cash, |
● | increased lease income |
● | increased other income of $99.1 million, or $0.26 per diluted share/unit, primarily due to |
● | an unrealized favorable change in fair value of publicly traded equity instruments and derivative instrument, net of |
● | decreased income from unconsolidated entities of $272.3 million, or $0.73 per diluted share/unit, the majority of which is due to unfavorable year-over-year operations from other platform investments, |
60
● | a non-cash gain in 2022 on the disposal, exchange, or revaluation of equity interests, net of $121.2 million, or $0.32 per diluted share/unit, |
● | increased |
● | increased |
● | increased depreciation and amortization in |
● |
Portfolio NOI increased 22.3%4.9% in 20212023 as compared to 2020.2022. Average base minimum rent for U.S. Malls and Premium Outlets decreased 3.4%increased 3.1% to $53.91$56.82 psf as of December 31, 2021,2023, from $55.80$55.13 psf as of December 31, 2020.2022. Ending occupancy for our U.S. Malls and Premium Outlets increased 2.1%0.9% to 93.4%95.8% as of December 31, 2021,2023, from 91.3%94.9% as of December 31, 2020,2022, primarily due to strong leasing activity, partially offset by 2020 tenant bankruptcy activity.demand.
Our effective overall borrowing rate at December 31, 20212023 on our consolidated indebtedness decreased 12increased 27 basis points to 2.86%3.49% as compared to 2.98%3.22% at December 31, 2020.2022. This decreaseincrease was primarily due to a decreasean increase in the effective overall borrowing rate on variable rate debt of 11198 basis points (1.20%(5.91% at December 31, 20212023 as compared to 1.31%3.93% at December 31, 2020) and2022) due to increasing benchmark rates, partially offset by a decrease in the effective overall borrowingamount of our variable rate ondebt and an increase in fixed rate debt of 22 basis points (3.28% at December 31, 2021 as compared to 3.50% at December 31, 2020).debt. The weighted average years to maturity of our consolidated indebtedness was 7.88.1 years and 7.37.5 years at December 31, 20212023 and 2020,2022, respectively.
Our financing activity for the year ended December 31, 20212023 included:
● |
● |
59
● | borrowing $180.0 million under the Credit Facility and subsequently unencumbering two properties, |
● | completing, on June 1, 2023 the redemption at par of the Operating Partnership’s $600 million 2.75% notes at maturity, |
● | the Operating Partnership completing on March 8, 2023, the issuance of the following senior unsecured |
● | Amending, restating, extending, and |
Subsequently on January 11, 2022, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points and $700 million with a fixed interest rate of 2.650%, with maturity dates of January 2024 and February 2032, respectively. The Operating Partnership used the net proceeds of the offering to repay $1.05 billion outstanding under the Supplemental Facility and for general corporate purposes, including the repayment of other indebtedness.
United States Portfolio Data
The portfolio data discussed in this overview includes the following key operating statistics: ending occupancy, and average base minimum rent per square foot. We include acquired properties in this data beginning in the year of acquisition and remove disposed properties in the year of disposition. For comparative information purposes, we separate the information related to The Mills and TRG from our other U.S. operations. We also do not include any information for properties located outside the United States or properties included in TRG.States.
6061
The following table sets forth these key operating statistics for the combined U.S. Malls and Premium Outlets:
● | properties that are consolidated in our consolidated financial statements, |
● | properties we account for under the equity method of accounting as joint ventures, and |
● | the foregoing two categories of properties on a total portfolio basis. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | %/Basis Point | | | | | %/Basis Point | | | |
| | | | | %/Basis Point | | | | | %/Basis Point | | | | |
|
| 2021 | | Change (1) | | 2020 | | Change (1) | | 2019 |
|
| 2023 |
| Change (1) |
| 2022 |
| Change (1) |
| 2021 | | ||||||
U.S. Malls and Premium Outlets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending Occupancy | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | | 93.5 | % | 200 | bps | | 91.5 | % | -380 | bps | | 95.3 | % | | | 95.7% | | 80 bps | | | 94.9% | | 140 bps | | | 93.5% | |
Unconsolidated | | | 93.1 | % | 220 | bps | | 90.9 | % | -360 | bps | | 94.5 | % | | | 96.1% | | 120 bps | | | 94.9% | | 180 bps | | | 93.1% | |
Total Portfolio | | | 93.4 | % | 210 | bps | | 91.3 | % | -380 | bps | | 95.1 | % | | | 95.8% | | 90 bps | | | 94.9% | | 150 bps | | | 93.4% | |
Average Base Minimum Rent per Square Foot | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 52.59 | | (2.6) | % | $ | 53.98 | | 1.7 | % | $ | 53.06 | | | $ | 55.47 | | 2.8% | | $ | 53.95 | | 2.6% | | $ | 52.59 | |
Unconsolidated | | $ | 57.55 | | (5.6) | % | $ | 60.97 | | 3.8 | % | $ | 58.71 | | | $ | 60.59 | | 3.8% | | $ | 58.36 | | 1.4% | | $ | 57.55 | |
Total Portfolio | | $ | 53.91 | | (3.4) | % | $ | 55.80 | | 2.2 | % | $ | 54.59 | | | $ | 56.82 | | 3.1% | | $ | 55.13 | | 2.3% | | $ | 53.91 | |
U.S. TRG: | | | | | | | | | | | | | | | ||||||||||||||
Ending Occupancy | |
| 95.7% | | 120 bps | |
| 94.5% | | 330 bps | |
| 91.2% | | ||||||||||||||
Average Base Minimum Rent per Square Foot | | $ | 65.01 | | 5.3% | | $ | 61.76 | | 5.2% | | $ | 58.69 | | ||||||||||||||
The Mills: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending Occupancy | |
| 97.6 | % | 230 | bps |
| 95.3 | % | -170 | bps |
| 97.0 | % | |
| 97.8% | | -40 bps | |
| 98.2% | | 60 bps | |
| 97.6% | |
Average Base Minimum Rent per Square Foot | | $ | 33.80 | | 0.1 | % | $ | 33.77 | | 2.1 | % | $ | 33.09 | | | $ | 36.38 | | 4.3% | | $ | 34.89 | | 3.2% | | $ | 33.80 | |
(1) | Percentages may not recalculate due to rounding. Percentage and basis point changes are representative of the change from the comparable prior period. |
Ending Occupancy Levels and Average Base Minimum Rent per Square Foot. Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation. Base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.
Total Reported Sales per Square Foot. Given all of our U.S. retail properties were closed for a portion of the prior year due to the COVID-19 pandemic, we are not presenting reported retail tenant sales per square foot as we do not believe the trends for the period are indicative of future operating trends.
Current Leasing Activities
During the twelve months ended December 31, 2021,2023, we signed 9921,185 new leases and 1,4601,841 renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S. Malls and Premium Outlets portfolio, comprising approximately 8.310.9 million square feet, of which 6.58.3 million square feet related to consolidated properties. During 2020,2022, we signed 4601,262 new leases and 1,1751,517 renewal leases with a fixed minimum rent, comprising approximately 6.19.1 million square feet, of which 4.87.0 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $55.90$66.39 per square foot in 20212023 and $53.97$55.41 per square foot in 20202022 with an average tenant allowance on new leases of $53.75$64.31 per square foot and $51.01$53.01 per square foot, respectively.
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Japan Data
The following are selected key operating statistics for our Premium Outlets in Japan. The information used to prepare these statistics has been supplied by the managing venture partner.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, |
| %/basis point |
| December 31, |
| %/basis point |
| December 31, |
|
| December 31, |
| %/basis point |
| December 31, |
| %/basis point |
| December 31, | ||||||
| 2021 | | Change | | 2020 | | Change | | 2019 |
| | 2023 | | Change | | 2022 | | Change | | 2021 | ||||||
Ending Occupancy | | 99.8% | | +30 bps | | | 99.5% | | +0 bps | | | 99.5% | | | | 99.7% | | -10 bps | | | 99.8% | | 0 bps | | | 99.8% |
Average Base Minimum Rent per Square Foot | ¥ | 5,509 | | 1.14% | | ¥ | 5,447 | | 3.38% | | ¥ | 5,269 | | | ¥ | 5,494 | | -4.93% | | ¥ | 5,779 | | 4.90% | | ¥ | 5,509 |
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Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we reevaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain. For a summary of our significant accounting policies, see Note 3 of the notes to the consolidated financial statements.
● | We, as a lessor, primarily under long-term leases, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases, when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Our assessment of collectability, primarily under long-term leases, incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital |
● | We review investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances which indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, changes in a property’s operational performance such as declining cash flows, occupancy or total sales per square foot, the Company’s intent and ability to hold the related asset, and, if applicable, the remaining time to maturity of underlying financing arrangements. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization during the anticipated holding period plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over our estimate of its fair value. We also review our investments, including investments in unconsolidated entities, to identify and evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine the fair value of the investments are less than their carrying value and such impairment is other-than-temporary. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization. We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income, hold periods, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information and whether certain impairments are other-than-temporary. Changes in economic and operating conditions, including changes in the financial condition of our tenants, and changes to our intent and ability to hold the related asset, that occur subsequent to our review |
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of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. |
● | To maintain Simon’s status as a REIT, we must distribute at least 90% of REIT taxable income in any given year and meet certain asset and income tests. We monitor our business and transactions that may potentially impact Simon’s REIT status. In the unlikely event that we fail to maintain Simon’s REIT status, and available relief provisions do not apply, we would be required to pay U.S. federal income taxes at regular corporate income tax rates during the period Simon did not qualify as a REIT. If Simon lost its REIT status, it could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost unless its failure was due |
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to reasonable cause and certain other conditions were met. As a result, failing to maintain REIT status would result in a significant increase in the income tax expense recorded and paid during those periods. |
● | In the period of a significant acquisition of real estate, we make estimates as part of our valuation of the purchase price of asset acquisitions (including the components of excess investment in joint ventures) to the various components of the acquisition based upon the relative fair value of each component. The most significant components of our real estate valuations are typically the determination of relative fair value to the buildings as-if-vacant, land and market value of in-place leases. In the case of the fair value of buildings and fair value of land and other intangibles, our estimates of the values of these components will affect the amount of depreciation or amortization we record over the estimated useful life of the property acquired or the remaining lease term. In the case of the market value of in-place leases, we make our best estimates of the tenants’ ability to pay rents based upon the tenants’ operating performance at the property, including the competitive position of the property in its market as well as sales psf, rents psf, and overall occupancy cost for the tenants in place at the acquisition date. Our assumptions affect the amount of future revenue that we will recognize over the remaining lease term for the acquired in-place leases. |
Results of Operations
In addition to the activity discussed above in the “Results Overview” section, theThe following acquisitions, dispositions, and openings of consolidated properties affected our consolidated results in the comparative periods:
● | On April 27, 2023, we opened Paris-Giverny Designer Outlet, a 228,000 square foot center in Vernon, France. We own a 74% interest in this center. |
● | On June 17, 2022, we acquired an additional interest in Gloucester Premium Outlets from a joint venture, resulting in the consolidation of this property. |
● | During the second quarter of 2022, we disposed of one retail property. |
● | During 2021, we disposed of three retail properties. |
● | During the first quarter of 2021, we consolidated one Designer Outlet property in Europe that had previously been accounted for under the equity method. |
In addition to the activities discussed above and in “Results Overview”, theThe following acquisitions, dispositions, and openings of noncontrolling interests in joint venture entities affected our income from unconsolidated entities in the comparative periods:
● | During 2023, ABG completed multiple capital transactions which resulted in the dilution of our ownership and multiple deemed disposals of a proportional interest of our investment. In addition, we sold a portion of our interest in ABG on November 29, 2023. These transactions reduced our ownership from 12.3% to 9.6%. |
● | During the third quarter of 2023, we disposed of our interest in one unconsolidated retail property through foreclosure in satisfaction of its $114.8 million non-recourse loan. We recognized no gain or loss in connection with this disposal. |
● | On September 7, 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 84%. |
● | During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million. |
● | During the fourth quarter of 2022, we disposed of one retail property. |
● | During the fourth quarter of 2022, we sold to ABG all of our interests in the licensing venture of Eddie Bauer for additional interests in ABG. Our noncontrolling interest in ABG was approximately 12.3% after this transaction. |
● | On December 19, 2022, we completed the acquisition of a 50% noncontrolling legal ownership interest in Jamestown, a global real estate investment and asset management company, as well as separate interests in certain real estate and working capital, for total cash consideration of $173.4 million. |
● | On November 3, 2022, we opened Fukaya-Hanazono Premium Outlets, a 296,300 square foot center in Fukaya City, Japan. We own a 40% interest in this center. |
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● | During the third quarter of 2022, we disposed of one retail property. |
● | During the fourth quarter of 2021, we disposed of our noncontrolling interest in one retail property. |
● | On December 20, 2021, we sold a portion of our interest in ABG for cash consideration of $65.5 million and purchased additional interests in ABG for cash consideration of $100.0 million. |
● | On October 15, 2021, we opened Jeju Premium |
● | On July 1, 2021, we |
● | On June 1, 2021, we and our partner, ABG, acquired the licensing rights of Eddie Bauer. Our |
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● | On April 12, 2021, we opened West Midlands Designer Outlet, a 197,000 square foot center in Cannock, United Kingdom. We own a 23.2% interest in this center. |
● | In the first quarter of 2021, we and our partner, ABG, both acquired additional 12.5% interests in the licensing and operations of Forever 21 for $56.3 million bringing our interest to 50%. Subsequently the Forever 21 operations were merged into SPARC Group. |
For the purposes of the following comparisons between the years ended December 31, 20212023 and 20202022 and the years ended December 31, 20202022 and 2019,2021, the above transactions are referred to as the property transactions. In the following discussions of our results of operations, “comparable” refers to properties we owned and operated in both years in the year to year comparisons.
Year Ended December 31, 20212023 vs. Year Ended December 31, 20202022
Lease income increased $434.4$259.2 million, due to an increase in fixed lease income of $286.7 million primarily due to an increase in fixed minimum lease consideration and higher occupancy, partially offset by a decrease in variable lease income based on tenant sales of $27.5 million.
Total other income increased $99.1 million, primarily due to a $56.6 million increase in interest income, a $52.0 million increase in mixed use and franchise operations income, a $13.1 million increase in dividend and distribution income and a $3.7 million increase in Simon Brand Ventures, fee and other income, partially offset by a $17.0 million decrease in lease settlement income and a $9.3 million decrease in land sale activity.
Home and regional office costs increased $23.0 million primarily due to increased personnel and compensation costs.
Other expense increased $35.6 million primarily due to increased mixed use and franchise operations expenses of $50.8 million, partially offset by the 2022 write-off of $13.4 million in development costs related to an international development project in Germany we no longer intended to pursue.
Interest expense increased $93.4 million primarily related to new USD bond issuances during 2023 of $69.5 million, activity with regards to the Credit Facilities of $24.5 million and $8.8 million from increased variable rates, partially offset by a USD bond payoff during 2023 of $14.7 million and a Euro bond payoff during 2022 of $9.8 million.
During 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million. During 2023, ABG completed multiple capital transactions which resulted in the dilution of our ownership and multiple deemed disposals of a proportional interest of our investment. As a result, we recognized non-cash pre-tax gains on the deemed disposals of $59.1 million. During 2023, we also recorded our share of the gain on the sale of a portion of our ABG interests of $157.1 million. During 2022, we recorded a $159.0 million non-cash gain as a result of the sale to ABG of all of our interests in the Eddie Bauer licensing venture for additional interests in ABG, partially offset by a loss of $37.8 million on the revaluation or disposal of other investments.
Income and other tax expense decreased $1.6 million primarily related to the 2022 Eddie Bauer licensing transaction noted above of $39.7 million and an overall lower tax expense on our share of operating results from our other platform investments of approximately $27.2 million, partially offset by the tax impact of the SPARC and ABG transactions in 2023 noted above of $69.3 million.
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Income from unconsolidated entities decreased $272.3 million primarily due to lower results of operations from our other platform investments.
During 2023, we recorded an $11.2 million loss on the disposition of certain assets by Klépierre and an impairment on a joint venture property, our share of which was $8.6 million, partially offset by an $8.7 million gain on the disposition of certain assets by a joint venture investment and an $8.1 million gain on excess insurance proceeds. During 2022, we recorded a $19.9 million gain on the disposition of one unconsolidated property, a $2.1 million gain related to excess insurance proceeds and a $1.3 million gain on the disposition of certain assets by Klépierre, partially offset by a $17.7 million loss primarily related to the disposition of one consolidated property.
Simon’s net income attributable to noncontrolling interests increased $21.0 million due to an increase in the net income of the Operating Partnership.
Year Ended December 31, 2022 vs. Year Ended December 31, 2021
Lease income increased $168.5 million, of which the property transactions accounted for a $17.6$23.2 million decrease. Comparable lease income increased $452.0$191.7 million, or 10.6%4.1%. Total lease income increased primarily due to an increase in fixed lease income of $156.6 million primarily due to an increase in fixed minimum lease consideration, higher occupancy, and an increase in variable lease income of $603.8$11.9 million primarily related to higher consideration based on tenant sales and lower negative variable lease income due to abatements granted in 2020 as a result of the COVID-19 pandemic, partially offset by decreases in fixed minimum lease and CAM consideration recorded on a straight-line basis of $169.4 million.sales.
Total other income increased $65.3decreased $4.2 million, primarily due to an increasea decrease in lease settlement income of $39.8$38.8 million, a $14.9 million gain onfrom the sale of our interest in a multi-family residential property in 2021, and a $6.8 million non-cash dilution gain on a non-retail investment in 2021, partially offset by an $11.5$20.8 million increase in fee and other income, a $17.9 million increase related to Simon Brand Ventures and gift card revenues, a $6.8$9.8 million increase from the non-cash dilution gain on a non-retail investment,related to land sale activity and a $3.3 million net increase in dividend, interest and other income, partially offset by a $7.8 million decrease related to higher land and outparcel sale activityincrease in 2020, and a $3.2 million decrease related to business interruption proceeds received in 2020.interest income.
Property operating expenses increased $66.6$48.4 million primarily due to the reopening of properties that had been closed during 2020 asreturn to a resultmore normalized operating environment following the peak of the COVID-19 pandemic and the effect of the restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.COVID pandemic.
Repairs and maintenance expenses increased $15.5 million primarily due to the reopening of properties that had been closed during 2020 as a result of the COVID-19 pandemic and the effect of the restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.
Advertising and promotion expenses increased $15.7 million primarily due to the reopening of properties that had been closed during 2020 as a result of the COVID-19 pandemic and the effect of the restrictions intended to prevent its spread and cost reduction efforts.
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General and administrativeOther expense increased $7.8$11.7 million primarily due to an increase in executive compensation.legal fees and foreign currency revaluations.
OtherInterest expense increased $2.8decreased $34.5 million primarily duerelated to an increasethe early extinguishment of nine secured loans, the disposition of three retail properties, and the refinancing of two retail properties at lower interest rates in the write-off of development projects we are no longer intending to pursue,2021, partially offset by a decrease relatedthe issuances of Euro and USD bonds and interest increases due to legal fees.variable rates in 2022.
During 2021, we recorded a loss on extinguishment of debt of $51.8 million as a result of the early redemption of unsecured notes and the payoff of mortgages at nine properties.
During 2022, we recorded a $159.0 million non-cash gain as a result of the sale to ABG of all of our interests in the Eddie Bauer licensing venture for additional interests in ABG, partially offset by a loss of $37.8 million on the revaluation or disposal of other investments. During 2021, we recorded gains on sale or exchangea non-cash gain of equity interests of $178.7$159.8 million as a result of the contributionsale to ABG of all of our interests in the licensing ventures of Forever 21 and Brooks Brothers in exchange for additional interests in ABG and a gain on the sale of a portion of our interest in ABG of $18.8 million, as discussed further in footnoteNote 6.
Income and other tax (expense) benefit increased $161.8expense decreased $73.7 million due to increasedthe impact in 2021 on deferred tax expense as a result of the ABG transactionstransaction noted above, which had a non-cash tax impact of $55.9 million, offset by the impact in 2022 on deferred tax expense of the 2022 ABG transaction noted above, which had a non-cash tax impact of $39.7 million, and $92.1 million related to stronglower tax expense in 2022 on our share of operating performance ofresults from our other platform investments as well as earnings from our acquisition of an interest in certain retailers throughout 2020.investments.
Income from unconsolidated entities increased $563.0decreased $134.9 million primarily due to favorableunfavorable results of operations year over year from our other platform investments including earnings from our acquisition of an interest in J.C. Penney in the later part of 2020, and international investments which included$216.1 million, as well as the reversal in 2021 of a previously established deferred tax liability at Klépierre resulting in a non-cash gain, of which our share was $118.4 million, partially offset by amortizationfavorable year over year results of ouroperations across the properties and TRG in 2022.
During 2022, we recorded a $19.9 million gain on the disposition of one unconsolidated property, a $2.1 million gain related to excess investment in TRG.
insurance proceeds and a $1.3 million gain on the disposition of certain assets by Klépierre, partially offset by a $17.7 million loss primarily related to the disposition of one consolidated property. During 2021, we recorded gains of $184.0 million related to the disposition of three consolidated properties, our interest in one unconsolidated property and the impact from the consolidation of one property that was previously unconsolidated, and gains of $21.2 million related to property insurance recoveries of previously depreciated assets. During 2020, we recorded $125.6 million of impairment charges related to one consolidated property, an other-than-temporary impairment on our equity investment in three joint venture properties, an other-than-temporary impairment to reduce an investment to its estimated fair value, and a $4.3 million loss, net, related to the impairment and disposition of certain assets by Klépierre, partially offset by a $12.3 million gain on the disposal of our interest in one consolidated property, a $1.9 million excess gain on insurance proceeds related to our two properties in Puerto Rico and a $1.0 million gain related to the disposition of a shopping center by one of our joint venture investments.
Simon’s net income attributable to noncontrolling interests increased $154.3 million due to an increase in the net income of the Operating Partnership.
Year Ended December 31, 2020 vs. Year Ended December 31, 2019
Lease income decreased $941.4 million, of which the property transactions accounted for $3.9 million of the decrease. Comparable lease income decreased $937.5 million, or 17.9%. Total lease income decreased primarily due to decreases in fixed minimum lease and CAM consideration recorded on a straight-line basis of $422.0 million and reduced variable lease income of $519.4 million, primarily related to lower consideration based on tenant sales and negative variable lease income due to abatements as a result of the COVID-19 pandemic.
Total other income decreased $190.2 million, primarily due to a $75.7 million decrease related to Simon Brand Venture and gift card revenues, a $68.0 million decrease related to a gain on settlement with our former insurance broker in 2019, a $16.2 million gain on the 2019 sale of our interest in a multi-family residential property, a $10.9 million decrease in distributions from investments, a $9.1 million decrease in interest income and lower business interruption insurance proceeds received in connection with our two Puerto Rico properties as a result of hurricane damages of $5.2 million, partially offset by a $6.2 million gain on a partial sale and mark-to-market adjustment of our retained interest in a non-retail investment and a $4.1 million gain related to the sale of outparcels.
Property operating expenses decreased $104.0 million primarily due to the closure of properties as a result of the COVID-19 pandemic and governmental restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.
Repairs and maintenance expenses decreased $19.6 million primarily due to the closure of properties as a result of the COVID-19 pandemic and governmental restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.
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Advertising and promotion decreased $51.7 million primarily due to the closure of properties as a result of the COVID-19 pandemic and governmental restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.
General and administrative expense decreased $12.3 million due to lower executive compensation.
Other expense increased $32.7 million primarily related to an increase in legal fees and expenses.
During 2019, we recorded a loss on extinguishment of debt of $116.3 million as a result of the early redemption of senior unsecured notes.
Income and other tax expense changed by $34.7 million primarily as a result of a higher tax benefit due to larger losses on our share of operating results in the retail operations venture of SPARC Group as compared to 2019, and reduced withholding and income taxes related to certain of our international investments, partially offset by tax expense from a bargain purchase gain recorded as a result of the acquisition of our interest in Forever 21.
Income from unconsolidated entities decreased $224.5 million primarily due to unfavorable year-over-year domestic and international property operations, as well as results of operations from our other platform investments, both of which were impacted by COVID-19 disruption, partially offset by a $35.0 million pre-tax non-cash bargain purchase gain recorded as a result of the acquisition of our interest in Forever 21 and a gain from the sale of a non-retail asset, of which our share was $17.8 million.
During 2020, we recorded $125.6 million of impairment charges related to one consolidated property, an other-than-temporary impairment on our equity investment in three joint venture properties, an other-than-temporary impairment to reduce an investment to its estimated fair value, and a $4.3 million loss, net, related to the impairment and disposition of certain assets by Klépierre, partially offset by a $12.3 million gain on the disposal of our interest in one consolidated property, a $1.9 million excess gain on insurance proceeds related to our two properties in Puerto Rico and a $1.0 million gain related to the disposition of a shopping center by one of our joint venture investments. During 2019, we recorded net gains of $62.1 million primarily related to Klépierre’s disposition of certain shopping centers, offset by a $47.2 million impairment charge related to an unconsolidated investment.
Simon’s net income attributable to noncontrolling interests decreased $156.8$6.2 million due to a decrease in the net income of the Operating Partnership.
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Liquidity and Capital Resources
Because we own long-lived income-producing assets, our financing strategy relies primarily on long-term fixed rate debt. Floating rate debt comprised only 7.6%1.1% of our total consolidated debt at December 31, 2021.2023. We also enter into interest rate protection agreements from time to time to manage our interest rate risk. We derive most of our liquidity from positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $3.9$4.2 billion in the aggregate during 2021.2023. The Credit Facilities and the Commercial Paper program provide alternative sources of liquidity as our cash needs vary from time to time. Borrowing capacity under these sources may be increased as discussed further below.
Our balance of cash and cash equivalents decreased $477.7increased $547.4 million during 20212023 to $533.9 million$1.2 billion as of December 31, 20212023 as further discussed below.
On December 31, 2021,2023, we had an aggregate available borrowing capacity of approximately $5.8$8.1 billion under the Facilities, net of outstanding borrowings of $1.18 billion, amounts outstanding under the Commercial Paper program of $500.0 million and letters of credit of $11.8$58.6 million. For the year ended December 31, 2021,2023, the maximum aggregate outstanding balance under the Credit Facilities was $2.1$1.1 billion and the weighted average outstanding balance was $519.9$962.6 million. The weighted average interest rate was 0.85%4.36% for the year ended December 31, 2021.2023.
Simon has historically had access to public equity markets and the Operating Partnership has historically had access to private and public, short and long-term unsecured debt markets and access to secured debt and private equity from institutional investors at the property level.
Our business model and Simon’s status as a REIT require us to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. Simon may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand and availability under the Credit Facilities and the Commercial Paper program to address our debt maturities and capital needs through 2022.2024.
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Cash Flows
Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $3.9$4.2 billion during 2021.2023. In addition, we had net repaymentsproceeds of debt from our debt financing and repayment activities of $0.8 billion$971.3 million in 2021.2023. These activities are further discussed below under “Financing and Debt.” During 2021,2023, we also:
● | paid stockholder dividends and unitholder distributions totaling approximately |
● | funded consolidated capital expenditures of |
● | funded investments in unconsolidated entities of |
● | funded |
● | funded the repurchase of $140.6 million of Simon’s common stock, and |
● | received proceeds from the sale of equity instruments of |
In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and dividends to stockholders and/or distributions to partners necessary to maintain Simon’s REIT qualification on a long-term basis. At this time, we do not expect the impact of COVID-19 to impact our ability to fund these needs for the foreseeable future; however its ultimate impact is difficult to predict. In addition, we expect to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building redevelopments and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from the following, however a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, may affect our ability to access necessary capital:
● | excess cash generated from operating performance and working capital reserves, |
● | borrowings on the Credit Facilities and Commercial Paper program, |
● | additional secured or unsecured debt financing, or |
● | additional equity raised in the public or private markets. |
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We expect to generate positive cash flow from operations in 2022,2024, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our tenants. A significant deterioration in projected cash flows from operations, including one due to the impact of the COVID-19 pandemic and restrictions intended to restrict its spread, could cause us to increase our reliance on available funds from the Credit Facilities and Commercial Paper program, further curtail planned capital expenditures, or seek other additional sources of financing.
Financing and Debt
Unsecured Debt
At December 31, 2021,2023, our unsecured debt consisted of $18.4$20.7 billion of senior unsecured notes of the Operating Partnership, $125.0$305.0 million outstanding under the Credit Facility, $1.05 billion outstanding under the Supplemental Facility and $500.0 million outstanding under the Commercial Paper program.Facility.
The Credit Facility also included an additional single, delayed-draw $2.0 billion term loan facility, or Term Facility, or together with the Credit Facility and the Supplemental Facility, the Facilities, which the Operating Partnership drew on December 15, 2020, which was recorded in 2021.
In November 2021, we amended our Credit Facility to transition the borrowing rates from LIBOR to successor benchmark indexes. The Credit Facility can be increased in the form of additional commitments in an aggregate not to exceed $1.0 billion, for a total aggregate size of $5.0$6.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. Borrowings may be denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 95%97% of
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the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2024.2027. The Credit Facility can be extended for two additional six-month periods to June 30, 2025,2028, at our sole option, subject to satisfying certain customary conditions precedent.
Borrowings under the Credit Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
In October 2021, we amended, restated, and extended the Supplemental Facility. The Supplemental Facility’s initialFacility, has a borrowing capacity of $3.5 billion may be increased to $4.5 billion during its term and provides for borrowings denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 100% of the maximum revolving credit amount, as defined. The initial maturity date of the Supplemental Facility is January 31, 2026 and can be extended for an additional year to January 31, 2027 at our sole option, subject to satisfying certain customary conditions precedent.
Borrowings under the Supplemental Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
On December 31, 2021,2023 we had an aggregate available borrowing capacity of $5.8$8.1 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 20212023 was $2.1$1.1 billion and the weighted average outstanding balance was $519.9$962.6 million. Letters of credit of $11.8$58.6 million were outstanding under the Facilities as of December 31, 2021.2023.
The Operating Partnership also has available aUnder the Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes will be sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership's other unsecured senior indebtedness. The
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Commercial Paper program is supported by the Credit Facilities, and if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On December 31, 2021,2023, we had $500.0 millionno outstanding balance under the Commercial Paper program. Borrowings under the Commercial Paper program fully comprised of U.S. dollar denominated notes with a weighted average interest rate of 0.22%. These borrowings have a weighted average maturity date of January 23, 2022 and reduce amounts otherwise available under the Credit Facilities.
On July 9, 2020, the Operating Partnership completed the issuance of the following senior unsecured notes: $500.0 million with a fixed interest rate of 3.50%, $750 million with a fixed interest rate of 2.650%, and $750 million with a fixed interest rate of 3.80%, with maturity dates of September 2025 (the “2025” Notes”), June 2030, and June 2050, respectively. The 2025 Notes were issued as additional notes under an indenture pursuant to which the Operating Partnership previously issued $600 million principal amount of 3.50% senior notes due September 2025 on August 17, 2015. Proceeds from the unsecured notes offering funded the optional redemption at par of senior unsecured notes in July and August 2020, as discussed below, and repaid a portion of the indebtedness under the Facilities.
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On July 10, 2020 the Operating Partnership repaid $1.75 billion under the Credit Facility and $750.0 million under the Supplemental Facility.
On July 22, 2020, the Operating Partnership completed the optional redemption at par of its $500 million 2.50% notes due September 1, 2020.
On August 6, 2020 the Operating Partnership completed the optional redemption at par of its €375 million 2.375% notes due October 2, 2020.
On January 21, 2021 the Operating Partnership completed the issuance of the following senior unsecured notes: $800 million with a fixed interest rate of 1.750%, and $700 million with a fixed interest rate of 2.20%, with maturity dates of February 2028 and 2031, respectively.
On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount. Further, on February 2, 2021 the Operating Partnership repaid $750 million under the Term Facility.
On March 19, 2021, the Operating Partnership completed the issuance of €750 million ($893.0 million U.S. dollar equivalent as of the issuance date) of senior unsecured notes at a fixed rate of 1.125% with a maturity date of March 19, 2033, the proceeds of which were used on March 23, 2021 to repay the remaining $1.25 billion under the Term Facility reducing it to zero.
On August 18, 2021, the Operating Partnership completed the issuance of the following senior unsecured notes: $550 million with a fixed interest rate of 1.375%, and $700 million with a fixed interest rate of 2.250%, with maturity dates of January 15, 2027, and 2032, respectively.
In the third quarter of 2021, the Operating Partnership completed the optional redemption of all of its outstanding $550 million 2.350% notes due on January 30, 2022, $600 million 2.625% notes due on June 15, 2022, and $500 million 2.750% notes due on February 1, 2023. We recorded a $28.6 million loss on extinguishment of debt as a result on the optional redemptions.
On December 14, 2021, the Operating Partnership drew $1.05 billion under the Supplemental Facility, the proceeds of which funded the early extinguishment of nine mortgages with a principal balance of $1.16 billion. We recorded a $20.3 million loss on extinguishment of debt as a result of this transaction.
On January 11, 2022, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points, and $700 million with a fixed interest rate of 2.650%, with maturity dates of January 11, 2024 and February 1, 2032, respectively. The proceeds were used to repay $1.05 billion outstanding under the Supplemental Facility on January 12, 2022.
On November 16, 2022, the Operating Partnership drew €750.0 million ($779.0 million U.S. dollar equivalent) under the Supplemental Facility and used the proceeds on November 17, 2022 to repay €750.0 million ($777.1 million U.S. dollar equivalent) of senior unsecured notes at maturity.
On January 10, 2023, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. These interest rate swaps were terminated in connection with the repayment of these borrowings on November 14, 2023.
On March 8, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $650 million with a fixed interest rate 5.50%, and $650 million with a fixed interest rate of 5.85%, with maturity dates of March 8, 2033 and March 8, 2053, respectively. The Operating Partnership used a portion of the net proceeds of the offering to fund the optional redemption of its $500 million floating rate notes due January 2024 on March 13, 2023.
On April 28, 2023 the Operating Partnership completed a borrowing of $180.0 million under the Credit Facility and subsequently unencumbered two properties.
On June 1, 2023, the Operating Partnership completed the redemption, at par, of its $600 million 2.75% notes at maturity.
On November 9, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a fixed interest rate of 6.25% and $500 million with a fixed interest rate of 6.65%, with maturity dates of January 15, 2034 and January 15, 2054, respectively. The proceeds were used to redeem, at par, its $600 million 3.75% notes at maturity on February 1, 2024.
On November 14, 2023, the Operating Partnership completed the issuance of €750.0 million senior unsecured bonds ($808.0 million U.S. dollar equivalent) with a maturity date of November 14, 2026 and a fixed interest rate of 3.50%. The bonds are exchangeable into shares of Klépierre at the option of the holder of the bond at an initial common price of €27.2092. We may elect to settle the exchange with cash instead of shares. The proceeds were used to repay €750.0 million ($815.4 million U.S. dollar equivalent) outstanding under the Supplemental Facility on November 17, 2023. The exchangeable option within the bonds has been determined to meet the criteria for bifurcation.
Mortgage Debt
Total consolidated mortgage indebtedness which is typically secured by the underlying assets and non-recourse to the Operating Partnership, was $5.4$5.2 billion and $7.0$5.5 billion at December 31, 20212023 and 2020,2022, respectively.
Covenants
Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of December 31, 2021,2023, we were in compliance with all covenants of our unsecured debt.
At December 31, 2021,2023, our consolidated subsidiaries were the borrowers under 3635 non-recourse mortgage notes secured by mortgages on 3938 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At December 31, 2021,2023, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually
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or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.
Summary of Financing
Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of December 31, 20212023 and 2020,2022, consisted of the following (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | |
|
| | |
| Effective |
| | |
| Effective |
|
| | |
| Effective |
| | |
| Effective |
|
| | Adjusted Balance | | Weighted | | Adjusted | | Weighted |
| | Adjusted Balance | | Weighted | | Adjusted | | Weighted |
| ||||
| | as of | | Average | | Balance as of | | Average |
| | as of | | Average | | Balance as of | | Average |
| ||||
Debt Subject to | | December 31, 2021 |
| Interest Rate(1) | | December 31, 2020 |
| Interest Rate(1) | | | December 31, 2023 |
| Interest Rate(1) | | December 31, 2022 |
| Interest Rate(1) | | ||||
Fixed Rate | | $ | 23,364,566 |
| 2.99% | | $ | 23,477,498 |
| 3.50% | | | $ | 25,705,396 |
| 3.47% | | $ | 22,673,703 |
| 3.15% | |
Variable Rate | |
| 1,956,456 |
| 1.22% | |
| 3,245,863 |
| 1.31% | | |
| 328,027 |
| 5.91% | |
| 2,286,583 |
| 3.93% | |
| | $ | 25,321,022 |
| 2.86% | | $ | 26,723,361 |
| 2.98% | | | $ | 26,033,423 |
| 3.49% | | $ | 24,960,286 |
| 3.22% | |
(1) | Effective weighted average interest rate excludes the impact of net discounts and debt issuance costs. |
Contractual Obligations and Off-balance Sheet Arrangements
In regards to long-term debt arrangements, the following table summarizes the material aspects of these future obligations on our consolidated indebtedness as of December 31, 2021,2023, and subsequent years thereafter (dollars in thousands) assuming the obligations remain outstanding through initial maturities:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| 2022 |
| 2023-2024 |
| 2025-2026 |
| After 2026 |
| Total |
|
| 2024 |
| 2025-2026 |
| 2027-2028 |
| After 2028 |
| Total |
| ||||||||||
Long Term Debt (1) (2) | | $ | 1,898,889 | | $ | 4,059,530 | | $ | 6,589,689 | | $ | 12,861,700 | | $ | 25,409,808 | | ||||||||||||||||
Long Term Debt (1) | | $ | 2,946,165 | | $ | 7,399,732 | | $ | 3,620,285 | | $ | 12,220,079 | | $ | 26,186,261 | | ||||||||||||||||
Interest Payments | |
| 718,712 | |
| 1,308,849 | |
| 977,571 | |
| 3,771,163 | |
| 6,776,295 | | |
| 889,753 | |
| 1,491,379 | |
| 1,030,652 | |
| 5,374,793 | |
| 8,786,577 | |
Consolidated Capital Expenditure Commitments (3) | |
| 236,318 | |
| — | |
| — | |
| — | |
| 236,318 | | ||||||||||||||||
Lease Commitments (4) | |
| 32,838 | |
| 66,093 | |
| 66,262 | |
| 855,079 | |
| 1,020,272 | | ||||||||||||||||
Lease Commitments (3) | |
| 33,822 | |
| 72,730 | |
| 72,828 | |
| 959,496 | |
| 1,138,876 | |
(1) | Represents principal maturities only and, therefore, excludes net discounts and debt issuance costs. |
(2) | Variable rate interest payments are estimated based on the |
(3) |
Represents only the minimum non-cancellable lease period, excluding applicable lease extension and renewal options, unless reasonably certain of exercise. |
Our off-balance sheet arrangements consist primarily of our investments in joint ventures which are common in the real estate industry and are described in Note 6 of the notes to the consolidated financial statements. Our joint ventures typically fund their cash needs through secured non-recourse debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of December 31, 2021,2023, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $209.9$139.2 million. Mortgages guaranteed by the Operating Partnership are secured by the property of the joint venture which could be sold in order to satisfy the outstanding obligation and which has an estimated fair value in excess of the guaranteed amount. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise.
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Hurricane Impacts
As discussed further in Note 10 of the notes to the consolidated financial statements, during the third quarter of 2017, two of our wholly-owned properties located in Puerto Rico sustained significant property damage and business interruption as a result of Hurricane Maria.
Since the date of the loss, we have received $84.0 million of insurance proceeds from third-party carriers related to the two properties located in Puerto Rico, of which $48.3 million was used for property restoration and remediation and to reduce the insurance recovery receivable. During the yearsyear ended December 31, 2021, and 2020, we recorded $2.1 million and $5.2 million, respectively, as business interruption income, which was recorded in other income in the accompanying consolidated statements of operations and comprehensive income.
During the third quarter of 2020, one of our properties located in Texas experienced property damage and business interruption as a result of Hurricane Hanna. We wrote-off assets of approximately $9.6 million, and recorded an insurance recovery receivable, and have received $14.0 million of insurance proceeds from third-party carriers. The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable. During the year ended December 31, 2021, we also recorded a $3.5$21.0 million gain related to property insurance recovery of previously depreciated assets. This amount was recorded in (loss) gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.
Duringnet, in the third quarteraccompanying consolidated statements of 2020, one of our properties located in Louisiana experienced property damageoperations and business interruption as a result of Hurricane Laura. We wrote-off assets of approximately $11.1 million and recorded an insurance recovery receivable, and have received $27.5 million of insurance proceeds from third-party carriers. The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable. During the year ended December 31, 2021, we recorded a $17.5 million gain related to property insurance recovery of previously depreciated assets. This amount was recorded in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.comprehensive income.
Acquisitions and Dispositions
Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in
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our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy our partner’s interest. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.
Acquisitions.
On June 17, 2022, we acquired an additional interest in Gloucester Premium Outlets from a joint venture partner for $14.0 million in cash consideration, including a pro-rata share of working capital, resulting in the consolidation of this property. The property is subject to an $85.7 million 3.29% variable rate mortgage loan. We accounted for this transaction as an asset acquisition and substantially all of our investment has been determined to relate to investment property.
The Company sponsored, through a wholly-owned subsidiary, a special purpose acquisition corporation, or SPAC, named Simon Property Group Acquisition Holdings, Inc. On February 18, 2021 the SPAC announced the pricing of its initial public offering, which was consummated on February 23, 2021, generatingand generated gross proceeds of $345.0 million. The SPAC iswas a consolidated VIE which was formed for the purpose of effecting a business combination and iswas targeting innovative businesses that operate within Simon’s “Live, Work, Play, Stay, Shop” ecosystem.
On July 1, 2021, we contributed to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures in exchange for additional interests in ABG. As a result, in the third quarter of 2021, we recognized a non-cash gain of $159.8 million representing the difference between fair value of the interests received and the carrying value of our interests in the licensing ventures, less costs to sell. On December 20, 2021, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $18.8 million. In connection with this transaction, we recorded taxes of $8.0 million. Subsequently we acquired additional interests in ABG for tax consideration of $100.0 million. At December 31, 2021, our noncontrolling interest in ABG was approximately 10.4%.
In the first quarter of 2021, we and our partner, ABG, each acquired additional 12.5% interests in the licensing and operations of Forever 21, our share of which was $56.3 million, bringing our interest to 50%. Subsequently the Forever 21 operations were merged into SPARC Group.
In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group and ABG, respectively, for $6.7 million and $33.5 million, respectively. During the third quarter of 2020, SPARC acquired certain assets and operations of Brooks Brothers and Lucky Brands out of bankruptcy. At September 30, 2020, our noncontrolling equity method interests in the operations venture of SPARC Group and in ABG were 50.0% and 6.8%, respectively.
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On September 19, 2019, we acquired the remaining 50% interest in a hotel adjacent to one of our properties from our joint venture partner for cash consideration of $12.8 million. As of closing, the property was subject to a $21.5 million, 4.02% variable rate mortgage.
Dispositions. We may continue to pursue the disposition of properties that no longer meet our strategic criteria or that are not a primary retail venue within their trade area.
During 2023, we disposed of our interest in one unconsolidated retail property through foreclosure in satisfaction of the $114.8 million non-recourse mortgage loan. We recognized no gain or loss in connection with this disposal.
In December 2022, the SPAC was liquidated and dissolved. In connection with this event, we recorded a loss of $10.2 million, representing our sponsor investment in the SPAC.
During 2022, we disposed of our interest in one consolidated retail property. The proceeds from this transaction were $59.0 million, resulting in a loss of $15.6 million. We also recorded a non-cash gain of $19.9 million related to the disposition of one unconsolidated retail property in satisfaction of its $99.6 million non-recourse mortgage loan. These are included in (loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interest in unconsolidated entities and impairment, net in the accompanying consolidated statement of operations and comprehensive income.
During 2021, we recorded net gains of $176.8 million primarily related to disposition activity which included the foreclosure of three consolidated retail properties in satisfaction of their respective $180.0 million, $120.9 million and $100.0 million non-recourse mortgage loans. We also disposed of our interest in an unconsolidated property resulting in a gain of $3.4 million.
Joint Venture Formation Activity and Other Investment Activity
During 2020,the fourth quarter of 2023, we disposedsold a portion of our interest in one consolidated retail property. A portionABG, resulting in a pre-tax gain of the gross proceeds on this transaction of $33.4$157.1 million, was used to partially repay a cross-collateralized mortgage. Our share of the $12.3 million gainwhich is included in (loss) gain on saledisposal, exchange, or disposalrevaluation of or recovery on, assets andequity interests, in unconsolidated entities and impairment, net, in the accompanyingconsolidated statement of operations. In connection with this transaction, we recorded tax expense of $39.3 million which is included in income and other tax expense in the consolidated statement of operations and comprehensive income. Concurrently, ABG completed a capital transaction resulting in the dilution of our ownership to approximately 9.6% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $10.3 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $2.6 million, which is included in income and other tax expense in the consolidated statement of operations and comprehensive income.
On September 7, 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 84%.
During the third quarter of 2023, ABG completed a capital transaction resulting in the dilution of our ownership from approximately 11.8% to approximately 11.7% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $12.4 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows. In connection with this
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transaction, we recorded deferred taxes of $3.1 million, which is included in income and other tax expense in the consolidated statement of operations and comprehensive income.
During 2019, we disposedthe second quarter of 2023, ABG completed a capital transaction resulting in a dilution of our interests in one multi-family residentialownership and a deemed disposal of a proportional interest of our investment. Our shareAs a result, we recognized a non-cash pre-tax gain on the deemed disposal of the gross proceeds on this transaction was $17.9 million. Our share of the gain of $16.2$36.4 million, which is included in other income in the accompanying consolidated statementgain on disposal, exchange, or revaluation of operations and comprehensive income. We also recordedequity interests, net gains of $62.1 million, primarily related to Klépierre’s disposition of its interests in certain shopping centers, of which our share was $58.6 million, as discussed in Note 6 to the consolidated financial statements.
Joint Venture Formation Activity
On June 1, 2021, we and our partner, ABG, acquired the intellectual property of Eddie Bauer. Our non-controlling interest in the licensing venture is 49% and was acquired for cash consideration of $100.8 million.
On December 29, 2020, we completed the acquisition of an 80% ownership interest in TRG, which has an ownership interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Under the terms of the transaction, we, through the Operating Partnership, acquired all of Taubman Centers, Inc. common stock for $43.00 per share in cash. Total consideration for the acquisition, including the redemption of Taubman’s $192.5 million 6.5% Series J Cumulative Preferred Shares and its $170.0 million 6.25% Series K Cumulative Preferred Shares, and the issuance of 955,705 Operating Partnership units, was approximately $3.5 billion. Our investment includes the 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us.
On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our noncontrolling interest in the venture is 41.67% and was acquired for cash consideration of $125.0 million.
On February 19, 2020, we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. Our noncontrolling interest in each of the retail operations venture and in the licensing venture is 37.5%. Our aggregate investment in the ventures was $67.6 million. In connection with the acquisition of our interest, the Forever 21 joint venture recorded a non-cash bargain purchase gain of which our share of $35.0 million pre-tax is included in income from unconsolidated entities in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $9.1 million, which is included in income and other tax expense in the consolidated statement of operations and comprehensive income.
During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income. This non-cash investing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $36.9 million, which is included in income and other tax expense in the consolidated statement of operations and comprehensive income.
On December 19, 2022, we completed the acquisition of a 50% noncontrolling legal ownership interest in Jamestown, a global real estate investment and asset management company, as well as separate interests in certain real estate and working capital, for total cash consideration of $173.4 million.
During the fourth quarter of 2022, we sold to ABG our interests in the licensing venture of Eddie Bauer for additional interests in ABG. As a result, in the fourth quarter of 2022, we recognized a non-cash pre-tax gain of $159.0 million, representing the difference between the fair value of the interests received and the $98.8 million carrying value of the intellectual property licensing venture less costs to sell. On July 1, 2021, we sold to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures for additional interests in ABG. As a result, in the third quarter of 2021, we recognized a non-cash pre-tax gain of $159.8 million, representing the difference between the fair value of the interests received and the $102.7 million carrying value of the intellectual property licensing ventures less costs to sell. On December 20, 2021, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $18.8 million. In connection with this transaction, we recorded tax expense of $8.0 million which is included in income and other tax expense in the consolidated statement of operations and comprehensive income. Subsequently, we acquired additional interests in ABG for cash consideration of $100.0 million.
During the first quarter of 2022, SPARC Group acquired certain assets and operations of Reebok and entered into a long-term strategic partnership with ABG to become the core licensee and operating partner for Reebok in the United States.
Development Activity
We routinely incur costs related to construction for significant redevelopment and expansion projects at our properties. Redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants are underway at several properties in North America, Europe, and Asia.
Construction continues on certain redevelopment and new development projects in the U.S. and internationally that are nearing completion. Our share of the costs of all new development, redevelopment and expansion projects currently under construction is approximately $944$1,344 million. Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction is approximately $263$498 million. We expect to fund these capital projects with cash flows from operations. We seek a stabilized return on invested capital in the range of 7-10% for all of our new development, expansion and redevelopment projects.
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Summary of Capital Expenditures. The following table summarizes total capital expenditures on consolidated properties on a cash basis (in millions):
| | | | | | | | | | |
|
| 2021 |
| 2020 |
| 2019 |
| |||
New Developments | | $ | 96 | | $ | 27 | | $ | 73 | |
Redevelopments and Expansions | |
| 300 | |
| 399 | |
| 498 | |
Tenant Allowances | |
| 127 | |
| 53 | |
| 162 | |
Operational Capital Expenditures | |
| 5 | |
| 5 | |
| 143 | |
Total | | $ | 528 | | $ | 484 | | $ | 876 | |
| | | | | | | | | | |
|
| 2023 |
| 2022 |
| 2021 |
| |||
New Developments | | $ | 156 | | $ | 108 | | $ | 96 | |
Redevelopments and Expansions | |
| 328 | |
| 283 | |
| 300 | |
Tenant Allowances | |
| 209 | |
| 207 | |
| 127 | |
Operational Capital Expenditures | |
| 100 | |
| 52 | |
| 5 | |
Total | | $ | 793 | | $ | 650 | | $ | 528 | |
International Development Activity
We typically reinvest net cash flow from our international joint ventures to fund future international development activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded most of our foreign investments with local currency-denominated borrowings that act as a natural hedge against fluctuations in exchange rates. Our consolidated net income exposure to changes in the volatility of the Euro, Yen, Peso, Won, and other foreign currencies is not material. We expect our share of estimated committed capital for international development projects to be completed with projected delivery in 20222024 or 20232025 is $172$94 million, primarily funded through reinvested joint venture cash flow and construction loans.
The following table describes recently completed and new development and expansion projects as well as our share of the estimated total cost as of December 31, 20212023 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Gross | | Our | | Our Share of | | Our Share of | | Projected/Actual | | | | Gross | | Our | | Our Share of | | Our Share of | | Projected/Actual | ||||
| | | | Leasable | | Ownership | | Projected Net Cost | | Projected Net Cost | | Opening | | | | Leasable | | Ownership | | Projected Net Cost | | Projected Net Cost | | Opening | ||||
Property |
| Location |
| Area (sqft) |
| Percentage |
| (in Local Currency) |
| (in USD) (1) |
| Date |
| Location |
| Area (sqft) |
| Percentage |
| (in Local Currency) |
| (in USD) (1) |
| Date | ||||
New Development Projects: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
West Midlands Designer Outlet | | Cannock (West Midlands), England | | 197,000 | | 23% | | GBP | 31.2 | | $ | 42.2 | | Opened Apr. - 2021 | ||||||||||||||
Jeju Premium Outlets | | Jeju Province, South Korea | | 92,000 | | 50% | | KRW | 12,328 | | $ | 10.4 | | Opened Oct. - 2021 | ||||||||||||||
Fukaya-Hanazono Premium Outlets | | Fukaya City, Japan | | 292,500 | | 40% | | JPY | 6,153 | | $ | 53.5 | | Oct. - 2022 | ||||||||||||||
Paris-Giverny Designer Outlet | | Vernon (Normandy), France | | 220,000 | | 74% | | EUR | 119.5 | | $ | 135.6 | | Jan. - 2023 | | Vernon, France | | 228,000 | | 74% | | EUR | 136.8 | | $ | 151.0 | | Opened Apr. - 2023 |
Expansions: | | | | | | | | | | | | | | | ||||||||||||||
La Reggia Designer Outlet Phase 3 | | Marcianise (Naples), Italy | | 56,000 | | 92% | | EUR | 18.8 | | $ | 21.3 | | Opened Oct. - 2021 | ||||||||||||||
Jakarta Premium Outlets | | Jakarta, Indonesia | | 300,000 | | 50% | | IDR | 931,782 | | $ | 60.5 | | Feb. - 2025 | ||||||||||||||
Expansion: | | | | | | | | | | | | | | | ||||||||||||||
Busan Premium Outlet Phase 2 | | Busan, South Korea | | 194,000 | | 50% | | KRW | 72,933 | | $ | 56.3 | | Oct. - 2024 |
(1) | USD equivalent based upon December 31, |
Dividends, Distributions and Stock Repurchase Program
Simon paid a common stock dividend of $1.65$1.90 per share in the fourth quarter of 20212023 and $7.15$7.45 per share for the year ended December 31, 2021.2023. The Operating Partnership paid distributions per unit for the same amounts. In 2020,2022, Simon paid dividends of $1.30$1.80 and $4.70$6.90 per share for the three and twelve month periods ended December 31, 2020,2022, respectively. The Operating Partnership paid distributions per unit for the same amounts. On February 7, 2022,5, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 20222024 of $1.65$1.95 per share, payable on March 31, 202229, 2024 to shareholders of record on March 10, 2022.8, 2024. The distribution rate on units is equal to the dividend rate on common stock. In order to maintain its status as a REIT, Simon must pay a minimum amount of dividends. Simon’s future dividends and the Operating Partnership’s future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.
On February 13, 2017,May 9, 2022, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan through March 31, 2019. On February 11, 2019, Simon's Board of Directors authorized a new common stock repurchase plan.commencing on May 16, 2022, or the Repurchase Program. Under the plan, Simon was authorized to repurchaseprogram, the Company may purchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021May 16, 2024 in the open market or in privately negotiated transactions, asat prices that the Company deems appropriate and subject to market conditions, warranted. Theapplicable law, and other factors deemed relevant in the Company’s sole discretion. On February 8, 2024, Simon’s Board of Directors authorized a new common stock repurchase program which replaces the existing Repurchase Program was not extended.immediately where, the Company may purchase up to $2.0 billion of its common stock over the next 24 months. During the year ended December 31, 2023, Simon purchased 1,273,733 shares at an average price of $110.38 per share. During the year ended December 31, 2022, Simon purchased 1,830,022 shares at an average price of $98.57 per share. As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon.
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December 31, 2020, Simon purchased 1,245,654 shares at an average price of $122.50 per share. During the year ended December 31, 2019, Simon purchased 2,247,074 shares at an average price of $160.11 per share, of which 46,377 shares at an average price of $164.49 were purchased as part of the previous program. As Simon repurchased shares under these programs, the Operating Partnership repurchased an equal number of units from Simon.
Forward-Looking Statements
Certain statements made in this section or elsewhere in this Annual Report on Form 10-Kpress release may be deemed "forward–looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believethe Company believes the expectations reflected in any forward–looking statements are based on reasonable assumptions, wethe Company can give no assurance that its expectations will be attained, and it is possible that ourthe Company's actual results may differ materially from those indicated by these forward–looking statements due to a variety of risks, uncertainties, and other factors. Such factors include, but are not limited to: uncertainties regarding the impact of the COVID-19 pandemic and governmental restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our stockholders; changes in economic and market conditions that may adversely affect the general retail environment;environment, including but not limited to those caused by inflation, recessionary pressures, wars, escalating geopolitical tensions as a result of the war in Ukraine and the conflicts in the Middle East, and supply chain disruptions; the inability to renew leases and relet vacant space at existing properties on favorable terms; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; an increase in vacant space at our properties; the potential for violence, civil unrest, criminal activity or terrorist activities at our properties; natural disasters; the availability of comprehensive insurance coverage; the intensely competitive market environment in the retail industry, including e-commerce; an increase in vacant space atsecurity breaches that could compromise our properties; the inability to lease newly developed properties and renew leases and relet space at existing properties on favorable terms;information technology or infrastructure; reducing emissions of greenhouse gases; environmental liabilities; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; general risks relatedthe inability to real estate investments, includinglease newly developed properties on favorable terms; the illiquidityloss of real estate investments;key management personnel; uncertainties regarding the impact of pandemics, epidemics or public health crises, and the associated governmental restrictions on our business, financial condition, results of operations, cash flow and liquidity; changes in market rates of interest; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; changes in market rates of interest; the transition of LIBOR to an alternative reference rate; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; environmental liabilities; natural disasters;and general risks related to real estate investments, including the availabilityilliquidity of comprehensive insurance coverage; the potential for terrorist activities; security breaches that could compromise our information technology or infrastructure; and the loss of key management personnel; and. We discussedreal estate investments. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in Part 1, Item 1A of thisthe Annual Report on Form 10-K. WeThe Company may update that discussion in subsequent other periodic reports, but except as required by law, we undertakethe Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.
Non-GAAP Financial Measures
Industry practice is to evaluate real estate properties in part based on performance measures such as FFO, diluted FFO per share, NOI, and portfolio NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.
We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”) Funds From Operations White Paper – 2018 Restatement. Our main business includes acquiring, owning, operating, developing, and redeveloping real estate in conjunction with the rental of real estate. Gains and losses of assets incidental to our main business are included in FFO. We determine FFO to be our share of consolidated net income computed in accordance with GAAP:
● | excluding real estate related depreciation and amortization, |
● | excluding gains and losses from extraordinary items, |
● | excluding gains and losses from the sale, disposal or property insurance recoveries of, or any impairment related to, depreciable retail operating properties, |
● | plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and |
● | all determined on a consistent basis in accordance with GAAP. |
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You should understand that our computations of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures:
● | do not represent cash flow from operations as defined by GAAP, |
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● | should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and |
● | are not an alternative to cash flows as a measure of liquidity. |
The following schedule reconciles total FFO to consolidated net income and, for Simon, diluted net income per share to diluted FFO per share.
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
|
| 2021 | | 2020 | | 2019 | | |
| 2023 |
| 2022 |
| 2021 | | ||||||
| | (in thousands) | | ||||||||||||||||||
Funds from Operations (A) | | $ | 4,486,964 | | $ | 3,236,963 | | $ | 4,272,271 | | |||||||||||
Change in FFO from prior period | |
| 38.6 | % |
| (24.2) | % |
| (1.2) | % | |||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| | | (in thousands) | | |||||||||||||||||
Consolidated Net Income | | $ | 2,568,707 | | $ | 1,277,324 | | $ | 2,423,188 | | | | $ | 2,617,018 | | $ | 2,452,385 | | $ | 2,568,707 | |
Adjustments to Arrive at FFO: | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization from consolidated properties | |
| 1,254,039 | |
| 1,308,419 | |
| 1,329,843 | | | |
| 1,250,550 | |
| 1,214,441 | |
| 1,254,039 | |
Our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments (B) | |
| 887,390 | |
| 536,133 | |
| 551,596 | | |||||||||||
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| (206,855) | |
| 114,960 | |
| (14,883) | | |||||||||||
Unrealized losses in fair value of equity instruments | | | 3,177 | | | 19,632 | | | 8,212 | | |||||||||||
Net loss (gain) attributable to noncontrolling interest holders in properties | |
| 6,053 | |
| 4,378 | |
| (991) | | |||||||||||
Noncontrolling interests portion of depreciation and amortization and gain on consolidation of properties | |
| (20,295) | |
| (18,631) | |
| (19,442) | | |||||||||||
Our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments | | |
| 841,862 | |
| 845,784 | |
| 887,390 | | ||||||||||
Loss (gain) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | | |
| 3,056 | |
| (5,647) | |
| (206,855) | | ||||||||||
Unrealized losses in fair value of publicly traded equity instruments, net, excluded from FFO (A) | | | | — | | | — | | | 3,177 | | ||||||||||
Net loss (income) attributable to noncontrolling interest holders in properties | | |
| 1,336 | |
| (2,738) | |
| 6,053 | | ||||||||||
Noncontrolling interests portion of depreciation and amortization, gain on consolidation of properties, and gain on disposal of properties | | |
| (22,719) | |
| (18,234) | |
| (20,295) | | ||||||||||
Preferred distributions and dividends | |
| (5,252) | |
| (5,252) | |
| (5,252) | | | |
| (5,237) | |
| (5,252) | |
| (5,252) | |
FFO of the Operating Partnership (A) | | $ | 4,486,964 | | $ | 3,236,963 | | $ | 4,272,271 | | |||||||||||
FFO of the Operating Partnership | | | $ | 4,685,866 | | $ | 4,480,739 | | $ | 4,486,964 | | ||||||||||
FFO allocable to limited partners | |
| 564,407 | |
| 424,063 | |
| 563,342 | | | | | 597,727 | | | 564,946 | | | 564,407 | |
Dilutive FFO allocable to common stockholders (A) | | $ | 3,922,557 | | $ | 2,812,900 | | $ | 3,708,929 | | |||||||||||
Dilutive FFO allocable to common stockholders | | | $ | 4,088,139 | | $ | 3,915,793 | | $ | 3,922,557 | | ||||||||||
Diluted net income per share to diluted FFO per share reconciliation: | | | | | | | | | | | | | | | | | | | | | |
Diluted net income per share | | $ | 6.84 | | $ | 3.59 | | $ | 6.81 | | | | $ | 6.98 | | $ | 6.52 | | $ | 6.84 | |
Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments, net of noncontrolling interests portion of depreciation and amortization (B) | |
| 5.64 | |
| 5.14 | |
| 5.25 | | |||||||||||
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| (0.55) | |
| 0.32 | |
| (0.04) | | |||||||||||
Unrealized losses in fair value of equity instruments | | | 0.01 | | | 0.06 | | | 0.02 | | |||||||||||
Diluted FFO per share (A) | | $ | 11.94 | | $ | 9.11 | | $ | 12.04 | | |||||||||||
Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments, net of noncontrolling interests portion of depreciation and amortization | | |
| 5.52 | |
| 5.44 | |
| 5.64 | | ||||||||||
Loss (gain) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | | |
| 0.01 | |
| (0.01) | |
| (0.55) | | ||||||||||
Unrealized losses in fair value of publicly traded equity instruments, net, excluded from FFO (A) | | | | — | | | — | | | 0.01 | | ||||||||||
Diluted FFO per share | | | $ | 12.51 | | $ | 11.95 | | $ | 11.94 | | ||||||||||
Basic and Diluted weighted average shares outstanding | |
| 328,587 | |
| 308,738 | |
| 307,950 | | | |
| 326,808 | |
| 327,817 | |
| 328,587 | |
Weighted average limited partnership units outstanding | |
| 47,280 | |
| 46,544 | |
| 46,774 | | | |
| 47,782 | |
| 47,295 | |
| 47,280 | |
Basic and Diluted weighted average shares and units outstanding | |
| 375,867 | |
| 355,282 | |
| 354,724 | | | |
| 374,590 | |
| 375,112 | |
| 375,867 | |
(A) |
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The following schedule reconciles consolidated net income to our beneficial share of NOI.
| | | | | | | | | | | | |
| | For the Year | | For the Year | ||||||||
| | Ended December 31, | | Ended December 31, | ||||||||
|
| 2021 |
| 2020 |
| 2023 |
| 2022 | ||||
| | (in thousands) | ||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| | (in thousands) | ||||||||||
Reconciliation of NOI of consolidated entities: | | |
|
| | | | |
|
| | |
Consolidated Net Income | | $ | 2,568,707 | | $ | 1,277,324 | | $ | 2,617,018 | | $ | 2,452,385 |
Income and other tax expense (benefit) | |
| 157,199 | |
| (4,637) | ||||||
Gain on sale or exchange of equity interests | | | (178,672) | | | | ||||||
Income and other tax expense | |
| 81,874 | |
| 83,512 | ||||||
Gain on disposal, exchange, or revaluation of equity interests, net | | | (362,019) | | | (121,177) | ||||||
Interest expense | |
| 795,712 | |
| 784,400 | |
| 854,648 | |
| 761,253 |
Income from unconsolidated entities | |
| (782,837) | |
| (219,870) | |
| (375,663) | |
| (647,977) |
Loss on extinguishment of debt | | | 51,841 | | | -- | ||||||
Unrealized losses in fair value of equity instruments | |
| 8,095 | |
| 19,632 | ||||||
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| (206,855) | |
| 114,960 | ||||||
Unrealized (gains) losses in fair value of publicly traded equity instruments and derivative instrument, net | |
| (11,892) | |
| 61,204 | ||||||
Loss (gain) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| 3,056 | |
| (5,647) | ||||||
Operating Income Before Other Items | |
| 2,413,190 | |
| 1,971,809 | |
| 2,807,022 | |
| 2,583,553 |
Depreciation and amortization | |
| 1,262,715 | |
| 1,318,008 | |
| 1,262,107 | |
| 1,227,371 |
Home and regional office costs | | | 184,660 | | | 171,668 | | | 207,618 | | | 184,592 |
General and administrative | | | 30,339 | | | 22,572 | | | 38,513 | | | 34,971 |
Other expenses (1) | | | 19,811 | | | -- | | | 320 | | | 13,413 |
NOI of consolidated entities | | $ | 3,910,715 | | $ | 3,484,057 | | $ | 4,315,580 | | $ | 4,043,900 |
Less: Noncontrolling interest partners share of NOI | | | (20,720) | | | (19,745) | | | (30,918) | | | (27,685) |
Beneficial NOI of consolidated entities | | $ | 3,889,995 | | $ | 3,464,312 | | $ | 4,284,662 | | $ | 4,016,215 |
Reconciliation of NOI of unconsolidated entities: | | | | | | | | | | | | |
Net Income | | $ | 668,061 | | $ | 453,816 | | $ | 853,986 | | $ | 807,435 |
Interest expense | |
| 605,591 | |
| 616,332 | |
| 685,193 | |
| 599,245 |
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net | |
| (34,814) | |
| — | |
| (20,529) | |
| (50,336) |
Operating Income Before Other Items | |
| 1,238,838 | |
| 1,070,148 | |
| 1,518,650 | |
| 1,356,344 |
Depreciation and amortization | |
| 686,790 | |
| 692,424 | |
| 656,089 | |
| 666,762 |
Other expenses (1) | | | 26,013 | | | — | | | 143 | | | 1,309 |
NOI of unconsolidated entities | | $ | 1,951,641 | | $ | 1,762,572 | | $ | 2,174,882 | | $ | 2,024,415 |
Less: Joint Venture partners share of NOI | | | (1,021,839) | | | (921,147) | | | (1,132,334) | | | (1,059,095) |
Beneficial NOI of unconsolidated entities | | $ | 929,802 | | $ | 841,425 | | $ | 1,042,548 | | $ | 965,320 |
Add: NOI from TRG | | | 430,965 | | | — | ||||||
Add: NOI from Other Platform Investments and Investments | | | 743,213 | | | 253,093 | ||||||
Add: Beneficial interest of NOI from TRG | | | 503,858 | | | 474,214 | ||||||
Add: Beneficial interest of NOI from Other Platform Investments and Investments | | | 399,341 | | | 604,750 | ||||||
Beneficial interest of Combined NOI | | $ | 5,993,975 | | $ | 4,558,830 | | $ | 6,230,409 | | $ | 6,060,499 |
Less: Corporate and Other NOI Sources (2) | |
| 172,844 | |
| 178,009 | ||||||
Less: NOI from Other Platform Investments | | | 533,299 | | | 21,507 | ||||||
Less: NOI from Investments (3) | | | 203,223 | | | 201,240 | ||||||
Portfolio NOI | | $ | 5,084,609 | | $ | 4,158,074 | ||||||
Portfolio NOI Change | | | 22.3 | % | | | ||||||
Less: Beneficial interest of Corporate and Other NOI Sources (2) | |
| 287,231 | |
| 154,309 | ||||||
Less: Beneficial interest of NOI from Other Platform Investments (3) | | | 138,686 | | | 355,019 | ||||||
Less: Beneficial interest of NOI from Investments (4) | | | 233,562 | | | 238,695 | ||||||
Beneficial interest of Portfolio NOI | | $ | 5,570,930 | | $ | 5,312,476 | ||||||
Beneficial interest of Portfolio NOI Change | | | 4.9 | % | | |
(1) | Represents the write-off of pre-development costs, our beneficial interest of which was |
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(2) | Includes income components excluded from portfolio NOI and domestic property NOI (domestic lease termination income, interest income, land sale gains, straight line lease income, above/below market lease adjustments), |
76
(3) | Other Platform Investments include J.C. Penney, SPARC Group, ABG, RGG, and Jamestown. |
(4) | Includes our share of NOI of Klépierre (at constant currency) and other corporate investments. |
Item 7A. QualitativeQuantitative and QuantitativeQualitative Disclosures About Market Risk
Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt. We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.
We may enter into treasury lock agreements as part of anticipated issuances of senior notes. Upon completion of the debt issuance, the cost of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement.
Our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily SOFR and LIBOR.SOFR. Based upon consolidated indebtedness and interest rates at December 31, 2021,2023, a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately $9.9$0.8 million, and would decrease the fair value of debt by approximately $791.9$823.4 million.
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
TheTo the Stockholders and the Board of Directors of Simon Property Group, Inc.:
Opinion on Internal Control over Financial Reporting
We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework)framework) (the COSO criteria). In our opinion, Simon Property Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20212023 and 2020,2022, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021,2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 24, 2022,22, 2024, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ Ernst & Young LLP |
| |
Indianapolis, Indiana | |
78
Report of Independent Registered Public Accounting Firm
TheTo the Stockholders and the Board of Directors of Simon Property Group, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. (the Company) as of December 31, 20212023 and 2020,2022, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021,2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20212023 and 2020,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021,2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework)framework) and our report dated February 24, 2022,22, 2024, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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|
Description of the Matter | |
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79
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| At December 31, |
79
Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant assumptions such as forecasted cash flows |
80
|
|
|
How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above.
To test the Company’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted |
| |
|
|
| Evaluation of Investments in Unconsolidated Entities for Impairment |
Description of the Matter | | At December 31,
Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted
|
80
How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described above.
To test the Company’s evaluation of investments in unconsolidated entities for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted |
81
the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the cash flows and the fair value of the related investment that would result from changes in the assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary. |
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| /s/ Ernst & Young LLP |
| |
We have served as the Company’s auditor since 2002. | |
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Indianapolis, Indiana | |
8281
Report of Independent Registered Public Accounting Firm
TheTo the Partners of Simon Property Group, L.P. and the Board of Directors of Simon Property Group, Inc.:
Opinion on Internal Control over Financial Reporting
We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework)framework) (the COSO criteria). In our opinion, Simon Property Group, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 20212023 and 2020,2022, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021,2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 24, 2022,22, 2024, expressed an unqualified opinion thereon.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| |
| /s/ Ernst & Young LLP |
| |
Indianapolis, Indiana February | |
8382
Report of Independent Registered Public Accounting Firm
TheTo the Partners of Simon Property Group, L.P. and the Board of Directors of Simon Property Group, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. (the Partnership) as of December 31, 20212023 and 2020,2022, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 20212023 and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 20212023 and 2020,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021,2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework)framework) and our report dated February 24, 2022,22, 2024, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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84
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| Evaluation of Investment Properties for Impairment | ||||||||
Description of the Matter | | At December 31,
Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant assumptions such as forecasted cash flows, |
83
| |
|
How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above.
To test the Partnership’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted
|
85
| | Evaluation of Investments in Unconsolidated Entities for Impairment |
Description of the Matter | | At December 31,
Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted |
| |
|
84
How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described
|
| | |
| |
| /s/ Ernst & Young LLP |
| |
We have served as the Partnership’s auditor since 2002. Indianapolis, Indiana February | |
8685
Simon Property Group, Inc.
Consolidated Balance Sheets
(Dollars in thousands, except share amounts)
| | | | | | | | | | | | | |
|
| December 31, |
| December 31, |
|
| December 31, |
| December 31, | ||||
| | 2021 | | 2020 |
|
| 2023 |
| 2022 | ||||
ASSETS: | | | | | | | | | | | | | |
Investment properties, at cost | | $ | 37,932,366 | | $ | 38,050,196 | | | $ | 39,285,138 | | $ | 38,326,912 |
Less - accumulated depreciation | |
| 15,621,127 | |
| 14,891,937 | | |
| 17,716,788 | |
| 16,563,749 |
| |
| 22,311,239 | |
| 23,158,259 | | |
| 21,568,350 | |
| 21,763,163 |
Cash and cash equivalents | |
| 533,936 | |
| 1,011,613 | | |
| 1,168,991 | |
| 621,628 |
Short-term investments | | | 1,000,000 | | | — | |||||||
Tenant receivables and accrued revenue, net | |
| 919,654 | |
| 1,236,734 | | |
| 826,126 | |
| 823,540 |
Investment in TRG, at equity | |
| 3,305,102 | |
| 3,451,897 | | |
| 3,049,719 | |
| 3,074,345 |
Investment in Klépierre, at equity | |
| 1,661,943 | |
| 1,729,690 | | |
| 1,527,872 | |
| 1,561,112 |
Investment in other unconsolidated entities, at equity | | | 3,075,375 | | | 2,603,571 | | | | 3,540,648 | | | 3,511,263 |
Right-of-use assets, net | | | 504,119 | | | 512,914 | | | | 484,073 | | | 496,930 |
Investments held in trust - special purpose acquisition company | | | 345,000 | | | — | | ||||||
Deferred costs and other assets | |
| 1,121,011 | |
| 1,082,168 | | |
| 1,117,716 | |
| 1,159,293 |
Total assets | | $ | 33,777,379 | | $ | 34,786,846 | | | $ | 34,283,495 | | $ | 33,011,274 |
LIABILITIES: | | | | | | | | | | | | | |
Mortgages and unsecured indebtedness | | $ | 25,321,022 | | $ | 26,723,361 | | | $ | 26,033,423 | | $ | 24,960,286 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | |
| 1,433,216 | |
| 1,311,925 | | |
| 1,693,248 | |
| 1,491,583 |
Cash distributions and losses in unconsolidated entities, at equity | |
| 1,573,105 | |
| 1,577,393 | | |
| 1,760,922 | |
| 1,699,828 |
Dividend payable | | | 1,468 | | | 486,922 | | | | 1,842 | | | 1,997 |
Lease liabilities | | | 506,931 | | | 515,492 | | | | 484,861 | | | 497,953 |
Other liabilities | |
| 540,912 | |
| 513,515 | | |
| 621,601 | |
| 535,736 |
Total liabilities | |
| 29,376,654 | |
| 31,128,608 | | |
| 30,595,897 | |
| 29,187,383 |
Commitments and contingencies | | | | | | | | | | | | | |
Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests | |
| 547,740 | |
| 185,892 | | |
| 195,949 | |
| 212,239 |
EQUITY: | | | | | | | | | | | | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | | | | | | | | | | | | | |
Series J 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847 | |
| 41,763 | |
| 42,091 | | |
| 41,106 | |
| 41,435 |
Common stock, $0.0001 par value, 511,990,000 shares authorized, 342,907,608 and 342,849,037 issued and outstanding, respectively | |
| 34 | |
| 34 | | ||||||
Common stock, $0.0001 par value, 511,990,000 shares authorized, 342,895,886 and 342,905,419 issued and outstanding, respectively | |
| 33 | |
| 34 | |||||||
Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding | |
| — | |
| — | | |
| — | |
| — |
Capital in excess of par value | |
| 11,212,990 | |
| 11,179,688 | | |
| 11,406,236 | |
| 11,232,881 |
Accumulated deficit | |
| (5,823,708) | |
| (6,102,314) | | |
| (6,095,576) | |
| (5,926,974) |
Accumulated other comprehensive loss | |
| (185,186) | |
| (188,675) | | |
| (172,787) | |
| (164,873) |
Common stock held in treasury, at cost, 14,295,983 and 14,355,621 shares, respectively | |
| (1,884,441) | |
| (1,891,352) | | ||||||
Common stock held in treasury, at cost, 16,983,364 and 15,959,628 shares, respectively | |
| (2,156,178) | |
| (2,043,979) | |||||||
Total stockholders’ equity | |
| 3,361,452 | |
| 3,039,472 | | |
| 3,022,834 | |
| 3,138,524 |
Noncontrolling interests | |
| 491,533 | |
| 432,874 | | |
| 468,815 | |
| 473,128 |
Total equity | |
| 3,852,985 | |
| 3,472,346 | | |
| 3,491,649 | |
| 3,611,652 |
Total liabilities and equity | | $ | 33,777,379 | | $ | 34,786,846 | | | $ | 34,283,495 | | $ | 33,011,274 |
The accompanying notes are an integral part of these statements.
8786
Simon Property Group, Inc.
Consolidated Statements of Operations and Comprehensive Income
(Dollars in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | |
| | For the Year |
| | For the Year | ||||||||||||||
| | Ended December 31, |
| | Ended December 31, | ||||||||||||||
|
| 2021 |
| 2020 |
| 2019 |
|
| 2023 |
| 2022 |
| 2021 | ||||||
REVENUE: | | | | | | | | | | | | | | | | | | | |
Lease income | | $ | 4,736,719 | | $ | 4,302,367 | | $ | 5,243,771 | | | $ | 5,164,335 | | $ | 4,905,175 | | $ | 4,736,719 |
Management fees and other revenues | |
| 106,483 | |
| 96,882 | |
| 112,942 | | |
| 125,995 | |
| 116,904 | |
| 106,483 |
Other income | |
| 273,587 | |
| 208,254 | |
| 398,476 | | |
| 368,506 | |
| 269,368 | |
| 273,587 |
Total revenue | |
| 5,116,789 | |
| 4,607,503 | |
| 5,755,189 | | |
| 5,658,836 | |
| 5,291,447 | |
| 5,116,789 |
EXPENSES: | | | | | | | | | | | | | | | | | | | |
Property operating | |
| 415,720 | |
| 349,154 | |
| 453,145 | | |
| 489,346 | |
| 464,135 | |
| 415,720 |
Depreciation and amortization | |
| 1,262,715 | |
| 1,318,008 | |
| 1,340,503 | | |
| 1,262,107 | |
| 1,227,371 | |
| 1,262,715 |
Real estate taxes | |
| 458,953 | |
| 457,142 | |
| 468,004 | | |
| 441,783 | |
| 443,224 | |
| 458,953 |
Repairs and maintenance | |
| 96,391 | |
| 80,858 | |
| 100,495 | | |
| 97,257 | |
| 93,595 | |
| 96,391 |
Advertising and promotion | |
| 114,303 | |
| 98,613 | |
| 150,344 | | |
| 127,346 | |
| 107,793 | |
| 114,303 |
Home and regional office costs | |
| 184,660 | |
| 171,668 | |
| 190,109 | | |
| 207,618 | |
| 184,592 | |
| 184,660 |
General and administrative | |
| 30,339 | |
| 22,572 | |
| 34,860 | | |
| 38,513 | |
| 34,971 | |
| 30,339 |
Other | |
| 140,518 | |
| 137,679 | |
| 104,942 | | |
| 187,844 | |
| 152,213 | |
| 140,518 |
Total operating expenses | |
| 2,703,599 | |
| 2,635,694 | |
| 2,842,402 | | |
| 2,851,814 | |
| 2,707,894 | |
| 2,703,599 |
OPERATING INCOME BEFORE OTHER ITEMS | |
| 2,413,190 | |
| 1,971,809 | |
| 2,912,787 | | |
| 2,807,022 | |
| 2,583,553 | |
| 2,413,190 |
Interest expense | |
| (795,712) | |
| (784,400) | |
| (789,353) | | |
| (854,648) | |
| (761,253) | |
| (795,712) |
Loss on extinguishment of debt | | | (51,841) | | | — | | | (116,256) | | | | - | | | - | | | (51,841) |
Gain on sale or exchange of equity interests (Note 6) | | | 178,672 | | | — | | | — | | |||||||||
Income and other tax (expense) benefit | |
| (157,199) | |
| 4,637 | |
| (30,054) | | |||||||||
Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6) | | | 362,019 | | | 121,177 | | | 178,672 | ||||||||||
Income and other tax expense | |
| (81,874) | |
| (83,512) | |
| (157,199) | ||||||||||
Income from unconsolidated entities | |
| 782,837 | |
| 219,870 | |
| 444,349 | | |
| 375,663 | |
| 647,977 | |
| 782,837 |
Unrealized losses in fair value of equity instruments | | | (8,095) | | | (19,632) | | | (13,168) | | |||||||||
Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| 206,855 | |
| (114,960) | |
| 14,883 | | |||||||||
Unrealized gains (losses) in fair value of publicly traded equity instruments and derivative instrument, net | | | 11,892 | | | (61,204) | | | (8,095) | ||||||||||
(Loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| (3,056) | |
| 5,647 | |
| 206,855 | ||||||||||
CONSOLIDATED NET INCOME | | | 2,568,707 | | | 1,277,324 | | | 2,423,188 | | | | 2,617,018 | | | 2,452,385 | | | 2,568,707 |
Net income attributable to noncontrolling interests | |
| 319,076 | |
| 164,760 | |
| 321,604 | | |
| 333,892 | |
| 312,850 | |
| 319,076 |
Preferred dividends | |
| 3,337 | |
| 3,337 | |
| 3,337 | | |
| 3,337 | |
| 3,337 | |
| 3,337 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | | $ | 2,246,294 | | $ | 1,109,227 | | $ | 2,098,247 | | | $ | 2,279,789 | | $ | 2,136,198 | | $ | 2,246,294 |
BASIC AND DILUTED EARNINGS PER COMMON SHARE: | | | | | | | | | | | | | | | | | | | |
Net income attributable to common stockholders | | $ | 6.84 | | $ | 3.59 | | $ | 6.81 | | | $ | 6.98 | | $ | 6.52 | | $ | 6.84 |
| | | | | | | | | | | | | | | | | | | |
Consolidated Net Income | | $ | 2,568,707 | | $ | 1,277,324 | | $ | 2,423,188 | | | $ | 2,617,018 | | $ | 2,452,385 | | $ | 2,568,707 |
Unrealized gain (loss) on derivative hedge agreements | |
| 51,114 | |
| (106,548) | |
| (4,066) | | |||||||||
Net (gain) loss reclassified from accumulated other comprehensive loss into earnings | |
| (7,285) | |
| (106) | |
| 13,634 | | |||||||||
Unrealized gain on derivative hedge agreements | |
| 18,350 | |
| 54,808 | |
| 51,114 | ||||||||||
Net gain reclassified from accumulated other comprehensive loss into earnings | |
| (4,084) | |
| (1,595) | |
| (7,285) | ||||||||||
Currency translation adjustments | |
| (38,772) | |
| 27,288 | |
| (1,850) | | |
| (26,513) | |
| (28,119) | |
| (38,772) |
Changes in available-for-sale securities and other | |
| (1,014) | |
| 180 | |
| 718 | | |
| 2,254 | |
| (2,009) | |
| (1,014) |
Comprehensive income | |
| 2,572,750 | |
| 1,198,138 | |
| 2,431,624 | | |
| 2,607,025 | |
| 2,475,470 | |
| 2,572,750 |
Comprehensive income attributable to noncontrolling interests | |
| 319,629 | |
| 155,646 | |
| 322,627 | | |
| 331,814 | |
| 315,622 | |
| 319,629 |
Comprehensive income attributable to common stockholders | | $ | 2,253,121 | | $ | 1,042,492 | | $ | 2,108,997 | | | $ | 2,275,211 | | $ | 2,159,848 | | $ | 2,253,121 |
The accompanying notes are an integral part of these statements.
8887
Simon Property Group, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)
| | | | | | | | | | |
| | For the Year |
| |||||||
| | Ended December 31, |
| |||||||
|
| 2021 |
| 2020 |
| 2019 |
| |||
CASH FLOWS FROM OPERATING ACTIVITIES: | | |
|
| |
|
| |
| |
Consolidated Net Income | | $ | 2,568,707 | | $ | 1,277,324 | | $ | 2,423,188 | |
Adjustments to reconcile consolidated net income to net cash provided by operating activities | | | | | | | | | | |
Depreciation and amortization | |
| 1,325,895 | |
| 1,354,991 | |
| 1,394,172 | |
Loss on debt extinguishment | | | 51,841 | | | — | | | 116,256 | |
(Gain) loss upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities, and impairment, net | |
| (206,855) | |
| 114,960 | |
| (14,883) | |
Gain on sale or exchange of equity interests | | | (178,672) | | | — | | | — | |
Unrealized losses in fair value of equity instruments | | | 8,095 | | | 19,632 | | | 8,212 | |
Straight-line lease loss (income) | |
| 22,619 | |
| 19,950 | |
| (67,139) | |
Equity in income of unconsolidated entities | |
| (782,837) | |
| (219,870) | |
| (444,349) | |
Distributions of income from unconsolidated entities | |
| 436,881 | |
| 184,733 | |
| 428,769 | |
Changes in assets and liabilities | | | | | | | | | | |
Tenant receivables and accrued revenue, net | |
| 265,352 | |
| (415,911) | |
| (157) | |
Deferred costs and other assets | |
| (77,592) | |
| (28,191) | |
| (49,338) | |
Accounts payable, accrued expenses, intangibles, deferred revenues and other | |
| 203,968 | |
| 19,080 | |
| 13,100 | |
Net cash provided by operating activities | |
| 3,637,402 | |
| 2,326,698 | |
| 3,807,831 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | |
Acquisitions | |
| (257,080) | |
| (3,606,694) | |
| (12,800) | |
Funding of loans to related parties | |
| (15,848) | |
| (8,236) | |
| — | |
Repayments of loans to related parties | |
| 14,027 | |
| — | |
| 7,641 | |
Capital expenditures, net | |
| (527,935) | |
| (484,119) | |
| (876,011) | |
Cash impact from the consolidation of properties | |
| 5,595 | |
| — | |
| 1,045 | |
Net proceeds from sale of assets | |
| 3,000 | |
| 33,418 | |
| 6,776 | |
Investments in unconsolidated entities | |
| (56,901) | |
| (191,368) | |
| (63,789) | |
Purchase of equity instruments | |
| (33,605) | |
| (32,955) | |
| (374,231) | |
Proceeds from sales of equity instruments | |
| 65,504 | |
| 30,000 | |
| — | |
Insurance proceeds for property restoration | | | 7,200 | | | 31,198 | | | 5,662 | |
Distributions of capital from unconsolidated entities and other | |
| 243,279 | |
| 250,358 | |
| 229,000 | |
Net cash used in investing activities | |
| (552,764) | |
| (3,978,398) | |
| (1,076,707) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | |
Proceeds from sales of common stock and other, net of transaction costs | |
| (328) | |
| 1,556,148 | |
| (328) | |
Purchase of shares related to stock grant recipients' tax withholdings | | | (2,318) | | | (854) | | | (2,955) | |
Redemption of limited partner units | |
| (2,220) | |
| (16,106) | |
| (6,846) | |
Purchase of treasury stock | | | — | | | (152,589) | | | (359,773) | |
Proceeds from the special purpose acquisition company IPO, net of transaction costs | | | 338,121 | | | — | | | — | |
Establishment of trust account for special purpose acquisition company | |
| (345,000) | |
| — | |
| — | |
Distributions to noncontrolling interest holders in properties | |
| (5,024) | |
| (8,271) | |
| (41,549) | |
Contributions from noncontrolling interest holders in properties | |
| 20,902 | |
| 220 | |
| 139 | |
Preferred distributions of the Operating Partnership | |
| (1,915) | |
| (1,915) | |
| (1,915) | |
Distributions to stockholders and preferred dividends | |
| (2,351,764) | |
| (1,443,183) | |
| (2,558,944) | |
Distributions to limited partners | |
| (337,021) | |
| (219,095) | |
| (388,542) | |
Cash paid to extinguish debt | | | (50,156) | | | — | | | (99,975) | |
Proceeds from issuance of debt, net of transaction costs | |
| 9,251,217 | |
| 15,234,860 | |
| 13,312,301 | |
Repayments of debt | | | (10,076,809) | | | (12,955,275) | | | (12,427,699) | |
Net cash (used in) provided by financing activities | |
| (3,562,315) | |
| 1,993,940 | |
| (2,576,086) | |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | |
| (477,677) | |
| 342,240 | |
| 155,038 | |
CASH AND CASH EQUIVALENTS, beginning of period | |
| 1,011,613 | |
| 669,373 | |
| 514,335 | |
CASH AND CASH EQUIVALENTS, end of period | | $ | 533,936 | | $ | 1,011,613 | | $ | 669,373 | |
| | | | | | | | | |
| | For the Year | |||||||
| | Ended December 31, | |||||||
|
| 2023 |
| 2022 |
| 2021 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | | |
|
| |
|
| |
|
Consolidated Net Income | | $ | 2,617,018 | | $ | 2,452,385 | | $ | 2,568,707 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities | | | | | | | | | |
Depreciation and amortization | |
| 1,333,584 | |
| 1,292,113 | |
| 1,325,895 |
Loss on debt extinguishment | | | — | | | — | | | 51,841 |
Loss (gain) on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| 3,056 | |
| (5,647) | |
| (206,855) |
Gain on disposal, exchange, or revaluation of equity interests, net | | | (362,019) | | | (121,177) | | | (178,672) |
Unrealized (gains) losses in fair value of publicly traded equity instruments and derivative instrument, net | | | (11,892) | | | 61,204 | | | 8,095 |
Straight-line lease loss | |
| 9,866 | |
| 25,234 | |
| 22,619 |
Income from unconsolidated entities | |
| (375,663) | |
| (647,977) | |
| (782,837) |
Distributions of income from unconsolidated entities | |
| 458,709 | |
| 561,583 | |
| 436,881 |
Changes in assets and liabilities | | | | | | | | | |
Tenant receivables and accrued revenue, net | |
| (11,802) | |
| 63,350 | |
| 265,352 |
Deferred costs and other assets | |
| 24,423 | |
| (104,567) | |
| (77,592) |
Accounts payable, accrued expenses, intangibles, deferred revenues and other | |
| 245,513 | |
| 190,103 | |
| 203,968 |
Net cash provided by operating activities | |
| 3,930,793 | |
| 3,766,604 | |
| 3,637,402 |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | |
Acquisitions | |
| (65,829) | |
| (203,364) | |
| (257,080) |
Funding of loans to related parties | |
| (15,250) | |
| (132,857) | |
| (15,848) |
Repayments of loans to related parties | |
| 16,188 | |
| 82,371 | |
| 14,027 |
Capital expenditures, net | |
| (793,283) | |
| (650,024) | |
| (527,935) |
Cash impact from the consolidation of properties | |
| — | |
| 20,988 | |
| 5,595 |
Net proceeds from sale of assets | |
| — | |
| 59,658 | |
| 3,000 |
Investments in unconsolidated entities | |
| (83,961) | |
| (235,792) | |
| (56,901) |
Purchase of short-term investments | | | (1,000,000) | | | — | | | — |
Purchase of equity instruments | |
| (31,742) | |
| (66,140) | |
| (33,605) |
Proceeds from sales of equity instruments | |
| 304,129 | |
| 26,086 | |
| 65,504 |
Insurance proceeds for property restoration | | | 7,427 | | | — | | | 7,200 |
Distributions of capital from unconsolidated entities and other | |
| 299,140 | |
| 472,510 | |
| 243,279 |
Net cash used in investing activities | |
| (1,363,181) | |
| (626,564) | |
| (552,764) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | |
Proceeds from sales of common stock and other, net of transaction costs | |
| (328) | |
| (328) | |
| (328) |
Purchase of shares related to stock grant recipients' tax withholdings | | | (5,795) | | | (6,788) | | | (2,318) |
Redemption of limited partner units | |
| (13,524) | |
| (1,852) | |
| (2,220) |
Purchase of treasury stock | | | (140,593) | | | (180,387) | | | — |
Preferred unit redemptions | | | (2,500) | | | — | | | — |
Proceeds from the special purpose acquisition company IPO, net of transaction costs | | | — | | | — | | | 338,121 |
Proceeds from (establishment of) trust account for special purpose acquisition company | |
| — | |
| 345,000 | |
| (345,000) |
Liquidation of special purpose acquisition company | |
| — | |
| (345,000) | |
| — |
Distributions to noncontrolling interest holders in properties | |
| (41,956) | |
| (27,741) | |
| (5,024) |
Contributions from noncontrolling interest holders in properties | |
| 9,813 | |
| 29,681 | |
| 20,902 |
Preferred distributions of the Operating Partnership | |
| (1,900) | |
| (1,915) | |
| (1,915) |
Distributions to stockholders and preferred dividends | |
| (2,439,233) | |
| (2,264,007) | |
| (2,351,764) |
Distributions to limited partners | |
| (355,548) | |
| (326,550) | |
| (337,021) |
Cash paid to extinguish debt | | | — | | | — | | | (50,156) |
Proceeds from issuance of debt, net of transaction costs | |
| 3,629,840 | |
| 3,449,403 | |
| 9,251,217 |
Repayments of debt | |
| (2,658,525) | |
| (3,721,864) | |
| (10,076,809) |
Net cash used in financing activities | |
| (2,020,249) | |
| (3,052,348) | |
| (3,562,315) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 547,363 | |
| 87,692 | |
| (477,677) |
CASH AND CASH EQUIVALENTS, beginning of period | |
| 621,628 | |
| 533,936 | |
| 1,011,613 |
CASH AND CASH EQUIVALENTS, end of period | | $ | 1,168,991 | | $ | 621,628 | | $ | 533,936 |
The accompanying notes are an integral part of these statements.
8988
Simon Property Group, Inc.
Consolidated Statements of Equity
(Dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
| | |
| | |
| Accumulated Other |
| | |
| | |
| | |
| | |
| | |
|
| | |
| | |
| Accumulated Other |
| | |
| | |
| | |
| | |
| | |
| ||
| | | | | | | | Comprehensive | | Capital in | | | | | Common Stock | | | | | | |
| | | | | | | | Comprehensive | | Capital in | | | | | Common Stock | | | | | | |
| ||||||
| | Preferred | | Common | | Income | | Excess of Par | | Accumulated | | Held in | | Noncontrolling | | Total |
| | Preferred | | Common | | Income | | Excess of Par | | Accumulated | | Held in | | Noncontrolling | | Total |
| ||||||||||||||||
| | Stock | | Stock | | (Loss) | | Value | | Deficit | | Treasury | | Interests | | Equity |
| | Stock | | Stock | | (Loss) | | Value | | Deficit | | Treasury | | Interests | | Equity |
| ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2018 | | $ | 42,748 | | $ | 32 | | $ | (126,017) | | $ | 9,700,418 | | $ | (4,893,069) | | $ | (1,427,431) | | $ | 500,275 | | $ | 3,796,956 | | |||||||||||||||||||||||||
Exchange of limited partner units (24,000 common shares, Note 8) | | | | | | | | | | | | 253 | | | | | | | | | (253) | | | — | | |||||||||||||||||||||||||
Balance at December 31, 2020 | | $ | 42,091 | | $ | 34 | | $ | (188,675) | | $ | 11,179,688 | | $ | (6,102,314) | | $ | (1,891,352) | | $ | 432,874 | | $ | 3,472,346 | | |||||||||||||||||||||||||
Exchange of limited partner units (58,571 common shares, Note 8) | | | | | | | | | | | | 539 | | | | | | | | | (539) | | | — | | |||||||||||||||||||||||||
Series J preferred stock premium amortization | | | (328) | | | | | | | | | | | | | | | | | | | | | (328) | | | | (328) | | | | | | | | | | | | | | | | | | | | | (328) | |
Stock incentive program (90,902 common shares, net) | | | | | | | | | | | | (16,589) | | | | | | 16,589 | | | | | | — | | |||||||||||||||||||||||||
Redemption of limited partner units (43,255 units) | | | | | | | | | | | | (6,453) | | | | | | | | | (393) | | | (6,846) | | |||||||||||||||||||||||||
Stock incentive program (80,012 common shares, net) | | | | | | | | | | | | (9,229) | | | | | | 9,229 | | | | | | — | | |||||||||||||||||||||||||
Redemption of limited partner units (15,705 units) | | | | | | | | | | | | (2,061) | | | | | | | | | (159) | | | (2,220) | | |||||||||||||||||||||||||
Amortization of stock incentive | | | | | | | | | | | | 12,604 | | | | | | | | | | | | 12,604 | | | | | | | | | | | | | 19,673 | | | | | | | | | | | | 19,673 | |
Treasury stock purchase (2,247,074 shares) | | | | | | | | | | | | | | | | | | (359,773) | | | | | | (359,773) | | |||||||||||||||||||||||||
Long-term incentive performance units | | | | | | | | | | | | | | | | | | | | | 20,749 | | | 20,749 | | | | | | | | | | | | | | | | | | | | | | 17,755 | | | 17,755 | |
Issuance of unit equivalents and other (16,336 common shares repurchased) | | | | | | | | | | | | 19 | | | (29,523) | | | (2,956) | | | 139 | | | (32,321) | | |||||||||||||||||||||||||
Issuance of unit equivalents and other (20,374 common shares repurchased) | | | | | | | | | | | | 5,760 | | | (44,319) | | | (2,318) | | | 18,494 | | | (22,383) | | |||||||||||||||||||||||||
Unrealized gain on hedging activities | | | | | | | | | (3,553) | | | | | | | | | | | | (513) | | | (4,066) | | | | | | | | | | 44,676 | | | | | | | | | | | | 6,438 | | | 51,114 | |
Currency translation adjustments | | | | | | | | | (1,489) | | | | | | | | | | | | (361) | | | (1,850) | | |||||||||||||||||||||||||
Changes in available-for-sale securities and other | | | | | | | | | 623 | | | | | | | | | | | | 95 | | | 718 | | |||||||||||||||||||||||||
Net loss reclassified from accumulated other comprehensive loss into earnings | | | | | | | | | 11,832 | | | | | | | | | | | | 1,802 | | | 13,634 | | |||||||||||||||||||||||||
Other comprehensive income | | | | | | | | | 7,413 | | | | | | | | | | | | 1,023 | |
| 8,436 | | |||||||||||||||||||||||||
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | | | | | | | | | | | | 65,821 | | | | | | | | | (65,821) | | | — | | |||||||||||||||||||||||||
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests | | | | | | | | | | | | | | | (2,558,944) | | | | | | (388,541) | | | (2,947,485) | | |||||||||||||||||||||||||
Distribution to other noncontrolling interest partners | | | | | | | | | | | | | | | | | | | | | (2,446) | | | (2,446) | | |||||||||||||||||||||||||
Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $431 loss attributable to noncontrolling redeemable interests in properties | | | | | | | | | | | | | | | 2,101,584 | | | | | | 320,120 | | | 2,421,704 | | |||||||||||||||||||||||||
Balance at December 31, 2019 | | $ | 42,420 | | $ | 32 | | $ | (118,604) | | $ | 9,756,073 | | $ | (5,379,952) | | $ | (1,773,571) | | $ | 384,852 | | $ | 2,911,250 | | |||||||||||||||||||||||||
Exchange of limited partner units (293,204 common shares, Note 8) | | | | | | | | | | | | 2,028 | | | | | | | | | (2,028) | | | — | | |||||||||||||||||||||||||
Issuance of limited partner units (955,705 units) | | | | | | | | | | | | | | | | | | | | | 79,601 | | | 79,601 | | |||||||||||||||||||||||||
Public offering of common stock (22,137,500 common shares) | | | | | | 2 | | | | | | 1,556,477 | | | | | | | | | — | | | 1,556,479 | | |||||||||||||||||||||||||
Series J preferred stock premium amortization | | | (329) | | | | | | | | | | | | | | | | | | | | | (329) | | |||||||||||||||||||||||||
Stock incentive program (462,967 common shares, net) | | | | | | | | | | | | (35,662) | | | | | | 35,662 | | | | | | — | | |||||||||||||||||||||||||
Redemption of limited partner units (116,658 units) | | | | | | | | | | | | (15,163) | | | | | | | | | (943) | | | (16,106) | | |||||||||||||||||||||||||
Amortization of stock incentive | | | | | | | | | | | | 11,660 | | | | | | | | | | | | 11,660 | | |||||||||||||||||||||||||
Treasury stock purchase (1,245,654 shares) | | | | | | | | | | | | | | | | | | (152,590) | | | | | | (152,590) | | |||||||||||||||||||||||||
Long-term incentive performance units | | | | | | | | | | | | | | | | | | | | | 2,331 | | | 2,331 | | |||||||||||||||||||||||||
Issuance of unit equivalents and other (15,561 common shares repurchased) | | | | | | | | | | | | 30 | | | 34,894 | | | (853) | | | (3,582) | | | 30,489 | | |||||||||||||||||||||||||
Unrealized loss on hedging activities | | | | | | | | | (92,834) | | | | | | | | | | | | (13,714) | | | (106,548) | | |||||||||||||||||||||||||
Currency translation adjustments | | | | | | | | | 22,694 | | | | | | | | | | | | 4,594 | | | 27,288 | | | | | | | | | | (33,932) | | | | | | | | | | | | (4,840) | | | (38,772) | |
Changes in available-for-sale securities and other | | | | | | | | | 162 | | | | | | | | | | | | 18 | | | 180 | | | | | | | | | | (886) | | | | | | | | | | | | (128) | | | (1,014) | |
Net gain reclassified from accumulated other comprehensive loss into earnings | | | | | | | | | (93) | | | | | | | | | | | | (13) | | | (106) | | | | | | | | | | (6,369) | | | | | | | | | | | | (916) | | | (7,285) | |
Other comprehensive income | | | | | | | | | (70,071) | | | | | | | | | | | | (9,115) | | | (79,186) | | | | | | | | | | 3,489 | | | | | | | | | | | | 554 | |
| 4,043 | |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | | | | | | | | | | | | (95,755) | | | | | | | | | 95,755 | | | — | | | | | | | | | | | | | 18,620 | | | | | | | | | (18,620) | | | — | |
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests | | | | | | | | | | | | | | | (1,869,820) | | | | | | (279,379) | | | (2,149,199) | | | | | | | | | | | | | | | | (1,926,706) | | | | | | (276,698) | | | (2,203,404) | |
Distribution to other noncontrolling interest partners | | | | | | | | | | | | | | | | | | | | | (3,507) | | | (3,507) | | | | | | | | | | | | | | | | | | | | | | (2,708) | | | (2,708) | |
Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $6,044 loss attributable to noncontrolling redeemable interests in properties | | | | | | | | | | | | | | | 1,112,564 | | | | | | 168,889 | | | 1,281,453 | | |||||||||||||||||||||||||
Balance at December 31, 2020 | | $ | 42,091 | | $ | 34 | | $ | (188,675) | | $ | 11,179,688 | | $ | (6,102,314) | | $ | (1,891,352) | | $ | 432,874 | | $ | 3,472,346 | | |||||||||||||||||||||||||
Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $3,419 loss attributable to noncontrolling redeemable interests in properties | | | | | | | | | | | | | | | 2,249,631 | | | | | | 320,580 | | | 2,570,211 | | |||||||||||||||||||||||||
Balance at December 31, 2021 | | $ | 41,763 | | $ | 34 | | $ | (185,186) | | $ | 11,212,990 | | $ | (5,823,708) | | $ | (1,884,441) | | $ | 491,533 | | $ | 3,852,985 | | |||||||||||||||||||||||||
Exchange of limited partner units (2,680 common shares, Note 8) | | | | | | | | | | | | 27 | | | | | | | | | (27) | | | — | | |||||||||||||||||||||||||
Series J preferred stock premium amortization | | | (328) | | | | | | | | | | | | | | | | | | | | | (328) | | |||||||||||||||||||||||||
Stock incentive program (208,063 common shares, net) | | | | | | | | | | | | (27,637) | | | | | | 27,637 | | | | | | — | | |||||||||||||||||||||||||
Redemption of limited partner units (14,740 units) | | | | | | | | | | | | (1,708) | | | | | | | | | (144) | | | (1,852) | | |||||||||||||||||||||||||
Amortization of stock incentive | | | | | | | | | | | | 23,670 | | | | | | | | | | | | 23,670 | | |||||||||||||||||||||||||
Treasury stock purchase (1,830,022 shares) | | | | | | | | | | | | | | | | | | (180,387) | | | | | | (180,387) | | |||||||||||||||||||||||||
Long-term incentive performance units | | | | | | | | | | | | | | | | | | | | | 14,845 | | | 14,845 | | |||||||||||||||||||||||||
Issuance of unit equivalents and other (46,555 common shares repurchased) | | | | | | | | | | | | (2,769) | | | 21,206 | | | (6,788) | | | 10,600 | | | 22,249 | | |||||||||||||||||||||||||
Unrealized gain on hedging activities | | | | | | | | | 47,888 | | | | | | | | | | | | 6,920 | | | 54,808 | | |||||||||||||||||||||||||
Currency translation adjustments | | | | | | | | | (24,427) | | | | | | | | | | | | (3,692) | | | (28,119) | | |||||||||||||||||||||||||
Changes in available-for-sale securities and other | | | | | | | | | (1,755) | | | | | | | | | | | | (254) | | | (2,009) | | |||||||||||||||||||||||||
Net gain reclassified from accumulated other comprehensive loss into earnings | | | | | | | | | (1,393) | | | | | | | | | | | | (202) | | | (1,595) | | |||||||||||||||||||||||||
Other comprehensive income | | | | | | | | | 20,313 | | | | | | | | | | | | 2,772 | | | 23,085 | | |||||||||||||||||||||||||
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | | | | | | | | | | | | 28,308 | | | | | | | | | (28,308) | | | — | | |||||||||||||||||||||||||
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests | | | | | | | | | | | | | | | (2,264,007) | | | | | | (326,550) | | | (2,590,557) | | |||||||||||||||||||||||||
Distribution to other noncontrolling interest partners | | | | | | | | | | | | | | | | | | | | | (1,362) | | | (1,362) | | |||||||||||||||||||||||||
Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and $1,166 attributable to noncontrolling redeemable interests in properties | | | | | | | | | | | | | | | 2,139,535 | | | | | | 309,769 | | | 2,449,304 | | |||||||||||||||||||||||||
Balance at December 31, 2022 | | $ | 41,435 | | $ | 34 | | $ | (164,873) | | $ | 11,232,881 | | $ | (5,926,974) | | $ | (2,043,979) | | $ | 473,128 | | $ | 3,611,652 | |
9089
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
| | |
| | |
| Accumulated Other |
| | |
| | |
| | |
| | |
| | |
|
| | |
| | |
| Accumulated Other |
| | |
| | |
| | |
| | |
| | |
| ||
| | | | | | | | Comprehensive | | Capital in | | | | | Common Stock | | | | | | |
| | | | | | | | Comprehensive | | Capital in | | | | | Common Stock | | | | | | |
| ||||||
| | Preferred | | Common | | Income | | Excess of Par | | Accumulated | | Held in | | Noncontrolling | | Total |
| | Preferred | | Common | | Income | | Excess of Par | | Accumulated | | Held in | | Noncontrolling | | Total |
| ||||||||||||||||
| | Stock | | Stock | | (Loss) | | Value | | Deficit | | Treasury | | Interests | | Equity |
| | Stock | | Stock | | (Loss) | | Value | | Deficit | | Treasury | | Interests | | Equity |
| ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
Exchange of limited partner units (58,571 common shares, Note 8) | | | | | | | | | | | | 539 | | | | | | | | | (539) | | | — | | |||||||||||||||||||||||||
Issuance of limited partner units (1,725,000 units) | | | | | | | | | | | | | | | | | | | | | 197,426 | | | 197,426 | | |||||||||||||||||||||||||
Series J preferred stock premium amortization | | | (328) | | | | | | | | | | | | | | | | | | | | | (328) | | | | (329) | | | | | | | | | | | | | | | | | | | | | (329) | |
Stock incentive program (80,012 common shares, net) | | | | | | | | | | | | (9,229) | | | | | | 9,229 | | | | | | — | | |||||||||||||||||||||||||
Redemption of limited partner units (15,705 units) | | | | | | | | | | | | (2,061) | | | | | | | | | (159) | | | (2,220) | | |||||||||||||||||||||||||
Stock incentive program (291,122 common shares, net) | | | | | | | | | | | | (34,189) | | | | | | 34,189 | | | | | | — | | |||||||||||||||||||||||||
Redemption of limited partner units (114,241 units) | | | | | | | | | | | | (12,483) | | | | | | | | | (1,041) | | | (13,524) | | |||||||||||||||||||||||||
Amortization of stock incentive | | | | | | | | | | | | 19,673 | | | | | | | | | | | | 19,673 | | | | | | | | | | | | | 32,468 | | | | | | | | | | | | 32,468 | |
Treasury stock purchase (1,273,733 shares) | | | | | | | | | | | | | | | | | | (140,593) | | | | | | (140,593) | | |||||||||||||||||||||||||
Long-term incentive performance units | | | | | | | | | | | | | | | | | | | | | 17,755 | | | 17,755 | | | | | | | | | | | | | | | | | | | | | | 14,739 | | | 14,739 | |
Issuance of unit equivalents and other (20,374 common shares repurchased) | | | | | | | | | | | | 5,760 | | | (44,319) | | | (2,318) | | | 18,494 | | | (22,383) | | |||||||||||||||||||||||||
Issuance of unit equivalents and other (50,658 common shares repurchased) | | | | | | (1) | | | | | | 146 | | | (12,495) | | | (5,795) | | | 2,026 | | | (16,119) | | |||||||||||||||||||||||||
Unrealized gain on hedging activities | | | | | | | | | 44,676 | | | | | | | | | | | | 6,438 | | | 51,114 | | | | | | | | | | 15,784 | | | | | | | | | | | | 2,566 | | | 18,350 | |
Currency translation adjustments | | | | | | | | | (33,932) | | | | | | | | | | | | (4,840) | | | (38,772) | | | | | | | | | | (22,116) | | | | | | | | | | | | (4,397) | | | (26,513) | |
Changes in available-for-sale securities and other | | | | | | | | | (886) | | | | | | | | | | | | (128) | | | (1,014) | | | | | | | | | | 1,969 | | | | | | | | | | | | 285 | | | 2,254 | |
Net gain reclassified from accumulated other comprehensive loss into earnings | | | | | | | | | (6,369) | | | | | | | | | | | | (916) | | | (7,285) | | | | | | | | | | (3,551) | | | | | | | | | | | | (533) | | | (4,084) | |
Other comprehensive income | | | | | | | | | 3,489 | | | | | | | | | | | | 554 | | | 4,043 | | | | | | | | | | (7,914) | | | | | | | | | | | | (2,079) | | | (9,993) | |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | | | | | | | | | | | | 18,620 | | | | | | | | | (18,620) | | | — | | | | | | | | | | | | | 187,413 | | | | | | | | | (187,413) | | | — | |
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests | | | | | | | | | | | | | | | (1,926,706) | | | | | | (276,698) | | | (2,203,404) | | | | | | | | | | | | | | | | (2,439,233) | | | | | | (355,548) | | | (2,794,781) | |
Distribution to other noncontrolling interest partners | | | | | | | | | | | | | | | | | | | | | (2,708) | | | (2,708) | | | | | | | | | | | | | | | | | | | | | | (6,361) | | | (6,361) | |
Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $3,419 loss attributable to noncontrolling redeemable interests in properties | | | | | | | | | | | | | | | 2,249,631 | | | | | | 320,580 | | | 2,570,211 | | |||||||||||||||||||||||||
Balance at December 31, 2021 | | $ | 41,763 | | $ | 34 | | $ | (185,186) | | $ | 11,212,990 | | $ | (5,823,708) | | $ | (1,884,441) | | $ | 491,533 | | $ | 3,852,985 | | |||||||||||||||||||||||||
Net income, excluding $1,900 attributable to preferred interests in the Operating Partnership and a $1,946 loss attributable to noncontrolling redeemable interests in properties | | | | | | | | | | | | | | | 2,283,126 | | | | | | 333,938 | | | 2,617,064 | | |||||||||||||||||||||||||
Balance at December 31, 2023 | | $ | 41,106 | | $ | 33 | | $ | (172,787) | | $ | 11,406,236 | | $ | (6,095,576) | | $ | (2,156,178) | | $ | 468,815 | | $ | 3,491,649 | |
The accompanying notes are an integral part of these statements.
9190
Simon Property Group, L.P.
Consolidated Balance Sheets
(Dollars in thousands, except unit amounts)
| | | | | | | | | | | | | |
|
| December 31, |
| December 31, |
|
| December 31, |
| December 31, | ||||
| | 2021 | | 2020 |
|
| 2023 |
| 2022 | ||||
ASSETS: | | | | | | | | | | | | | |
Investment properties, at cost | | $ | 37,932,366 | | $ | 38,050,196 | | | $ | 39,285,138 | | $ | 38,326,912 |
Less — accumulated depreciation | |
| 15,621,127 | |
| 14,891,937 | | |
| 17,716,788 | |
| 16,563,749 |
| |
| 22,311,239 | |
| 23,158,259 | | |
| 21,568,350 | |
| 21,763,163 |
Cash and cash equivalents | |
| 533,936 | |
| 1,011,613 | | |
| 1,168,991 | |
| 621,628 |
Short-term investments | | | 1,000,000 | | | — | |||||||
Tenant receivables and accrued revenue, net | |
| 919,654 | |
| 1,236,734 | | |
| 826,126 | |
| 823,540 |
Investment in TRG, at equity | |
| 3,305,102 | |
| 3,451,897 | | |
| 3,049,719 | |
| 3,074,345 |
Investment in Klépierre, at equity | |
| 1,661,943 | |
| 1,729,690 | | |
| 1,527,872 | |
| 1,561,112 |
Investment in other unconsolidated entities, at equity | | | 3,075,375 | | | 2,603,571 | | | | 3,540,648 | | | 3,511,263 |
Right-of-use assets, net | | | 504,119 | | | 512,914 | | | | 484,073 | | | 496,930 |
Investments held in trust - special purpose acquisition company | | | 345,000 | | | — | | ||||||
Deferred costs and other assets | |
| 1,121,011 | |
| 1,082,168 | | |
| 1,117,716 | |
| 1,159,293 |
Total assets | | $ | 33,777,379 | | $ | 34,786,846 | | | $ | 34,283,495 | | $ | 33,011,274 |
LIABILITIES: | | | | | | | | | | | | | |
Mortgages and unsecured indebtedness | | $ | 25,321,022 | | $ | 26,723,361 | | | $ | 26,033,423 | | $ | 24,960,286 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | |
| 1,433,216 | |
| 1,311,925 | | |
| 1,693,248 | |
| 1,491,583 |
Cash distributions and losses in unconsolidated entities, at equity | |
| 1,573,105 | |
| 1,577,393 | | |
| 1,760,922 | |
| 1,699,828 |
Distribution payable | | | 1,468 | | | 486,922 | | | | 1,842 | | | 1,997 |
Lease liabilities | | | 506,931 | | | 515,492 | | | | 484,861 | | | 497,953 |
Other liabilities | |
| 540,912 | |
| 513,515 | | |
| 621,601 | |
| 535,736 |
Total liabilities | |
| 29,376,654 | |
| 31,128,608 | | |
| 30,595,897 | |
| 29,187,383 |
Commitments and contingencies | | | | | | | | | | | | | |
Preferred units, various series, at liquidation value, and noncontrolling redeemable interests | |
| 547,740 | |
| 185,892 | | |
| 195,949 | |
| 212,239 |
EQUITY: | | | | | | | | | | | | | |
Partners’ Equity | | | | | | | | | | | | | |
Preferred units, 796,948 units outstanding. Liquidation value of $39,847 | |
| 41,763 | |
| 42,091 | | |
| 41,106 | |
| 41,435 |
General Partner, 328,619,625 and 328,501,416 units outstanding, respectively | |
| 3,319,689 | |
| 2,997,381 | | ||||||
Limited Partners, 47,247,936 and 47,322,212 units outstanding, respectively | |
| 477,292 | |
| 431,784 | | ||||||
General Partner, 325,920,522 and 326,953,791 units outstanding, respectively | |
| 2,981,728 | |
| 3,097,089 | |||||||
Limited Partners, 48,913,717 and 47,302,958 units outstanding, respectively | |
| 447,494 | |
| 448,076 | |||||||
Total partners’ equity | |
| 3,838,744 | |
| 3,471,256 | | |
| 3,470,328 | |
| 3,586,600 |
Nonredeemable noncontrolling interests in properties, net | |
| 14,241 | |
| 1,090 | | |
| 21,321 | |
| 25,052 |
Total equity | |
| 3,852,985 | |
| 3,472,346 | | |
| 3,491,649 | |
| 3,611,652 |
Total liabilities and equity | | $ | 33,777,379 | | $ | 34,786,846 | | | $ | 34,283,495 | | $ | 33,011,274 |
The accompanying notes are an integral part of these statements.
9291
Simon Property Group, L.P.
Consolidated Statements of Operations and Comprehensive Income
(Dollars in thousands, except per unit amounts)
| | | | | | | | | | | | | | | | | | | |
|
| For the Year |
|
| For the Year | ||||||||||||||
|
| Ended December 31, |
|
| Ended December 31, | ||||||||||||||
|
| 2021 | | 2020 | | 2019 |
|
| 2023 | | 2022 | | 2021 | ||||||
REVENUE: |
| | | | | | | | |
|
| | |
| | |
| | |
Lease income | | $ | 4,736,719 | | $ | 4,302,367 | | $ | 5,243,771 | | | $ | 5,164,335 | | $ | 4,905,175 | | $ | 4,736,719 |
Management fees and other revenues | |
| 106,483 | |
| 96,882 | |
| 112,942 | | |
| 125,995 | |
| 116,904 | |
| 106,483 |
Other income | |
| 273,587 | |
| 208,254 | |
| 398,476 | | |
| 368,506 | |
| 269,368 | |
| 273,587 |
Total revenue | |
| 5,116,789 | |
| 4,607,503 | |
| 5,755,189 | | |
| 5,658,836 | |
| 5,291,447 | |
| 5,116,789 |
EXPENSES: | | | | | | | | | | | | | | | | | | | |
Property operating | |
| 415,720 | |
| 349,154 | |
| 453,145 | | |
| 489,346 | |
| 464,135 | |
| 415,720 |
Depreciation and amortization | |
| 1,262,715 | |
| 1,318,008 | |
| 1,340,503 | | |
| 1,262,107 | |
| 1,227,371 | |
| 1,262,715 |
Real estate taxes | |
| 458,953 | |
| 457,142 | |
| 468,004 | | |
| 441,783 | |
| 443,224 | |
| 458,953 |
Repairs and maintenance | |
| 96,391 | |
| 80,858 | |
| 100,495 | | |
| 97,257 | |
| 93,595 | |
| 96,391 |
Advertising and promotion | |
| 114,303 | |
| 98,613 | |
| 150,344 | | |
| 127,346 | |
| 107,793 | |
| 114,303 |
Home and regional office costs | |
| 184,660 | |
| 171,668 | |
| 190,109 | | |
| 207,618 | |
| 184,592 | |
| 184,660 |
General and administrative | |
| 30,339 | |
| 22,572 | |
| 34,860 | | |
| 38,513 | |
| 34,971 | |
| 30,339 |
Other | |
| 140,518 | |
| 137,679 | |
| 104,942 | | |
| 187,844 | |
| 152,213 | |
| 140,518 |
Total operating expenses | |
| 2,703,599 | |
| 2,635,694 | |
| 2,842,402 | | |
| 2,851,814 | |
| 2,707,894 | |
| 2,703,599 |
OPERATING INCOME BEFORE OTHER ITEMS | |
| 2,413,190 | |
| 1,971,809 | |
| 2,912,787 | | |
| 2,807,022 | |
| 2,583,553 | |
| 2,413,190 |
Interest expense | |
| (795,712) | |
| (784,400) | |
| (789,353) | | |
| (854,648) | |
| (761,253) | |
| (795,712) |
Loss on extinguishment of debt | | | (51,841) | | | — | | | (116,256) | | | | — | | | — | | | (51,841) |
Gain on sale or exchange of equity interests (Note 6) | | | 178,672 | | | — | | | — | | |||||||||
Income and other tax (expense) benefit | |
| (157,199) | |
| 4,637 | |
| (30,054) | | |||||||||
Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6) | | | 362,019 | | | 121,177 | | | 178,672 | ||||||||||
Income and other tax expense | |
| (81,874) | |
| (83,512) | |
| (157,199) | ||||||||||
Income from unconsolidated entities | |
| 782,837 | |
| 219,870 | |
| 444,349 | | |
| 375,663 | |
| 647,977 | |
| 782,837 |
Unrealized losses in fair value of equity instruments | | | (8,095) | | | (19,632) | | | (13,168) | | |||||||||
Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| 206,855 | |
| (114,960) | |
| 14,883 | | |||||||||
Unrealized gains (losses) in fair value of publicly traded equity instruments and derivative instrument, net | | | 11,892 | | | (61,204) | | | (8,095) | ||||||||||
(Loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| (3,056) | |
| 5,647 | |
| 206,855 | ||||||||||
CONSOLIDATED NET INCOME | |
| 2,568,707 | |
| 1,277,324 | |
| 2,423,188 | | |
| 2,617,018 | |
| 2,452,385 | |
| 2,568,707 |
Net (loss) income attributable to noncontrolling interests | |
| (6,053) | |
| (4,378) | |
| 991 | | |
| (1,336) | |
| 2,738 | |
| (6,053) |
Preferred unit requirements | |
| 5,252 | |
| 5,252 | |
| 5,252 | | |
| 5,237 | |
| 5,252 | |
| 5,252 |
NET INCOME ATTRIBUTABLE TO UNITHOLDERS | | $ | 2,569,508 | | $ | 1,276,450 | | $ | 2,416,945 | | | $ | 2,613,117 | | $ | 2,444,395 | | $ | 2,569,508 |
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO: | | | | | | | | | | | | | | | | | | | |
General Partner | | $ | 2,246,294 | | $ | 1,109,227 | | $ | 2,098,247 | | | $ | 2,279,789 | | $ | 2,136,198 | | $ | 2,246,294 |
Limited Partners | |
| 323,214 | |
| 167,223 | |
| 318,698 | | |
| 333,328 | |
| 308,197 | |
| 323,214 |
Net income attributable to unitholders | | $ | 2,569,508 | | $ | 1,276,450 | | $ | 2,416,945 | | | $ | 2,613,117 | | $ | 2,444,395 | | $ | 2,569,508 |
BASIC AND DILUTED EARNINGS PER UNIT: | | | | | | | | | | | | | | | | | | | |
Net income attributable to unitholders | | $ | 6.84 | | $ | 3.59 | | $ | 6.81 | | | $ | 6.98 | | $ | 6.52 | | $ | 6.84 |
| | | | | | | | | | | | | | | | | | | |
Consolidated Net Income | | $ | 2,568,707 | | $ | 1,277,324 | | $ | 2,423,188 | | | $ | 2,617,018 | | $ | 2,452,385 | | $ | 2,568,707 |
Unrealized gain (loss) on derivative hedge agreements | |
| 51,114 | |
| (106,548) | |
| (4,066) | | |||||||||
Net (gain) loss reclassified from accumulated other comprehensive loss into earnings | |
| (7,285) | |
| (106) | |
| 13,634 | | |||||||||
Unrealized gain on derivative hedge agreements | |
| 18,350 | |
| 54,808 | |
| 51,114 | ||||||||||
Net gain reclassified from accumulated other comprehensive loss into earnings | |
| (4,084) | |
| (1,595) | |
| (7,285) | ||||||||||
Currency translation adjustments | |
| (38,772) | |
| 27,288 | |
| (1,850) | | |
| (26,513) | |
| (28,119) | |
| (38,772) |
Changes in available-for-sale securities and other | |
| (1,014) | |
| 180 | |
| 718 | | |
| 2,254 | |
| (2,009) | |
| (1,014) |
Comprehensive income | |
| 2,572,750 | |
| 1,198,138 | |
| 2,431,624 | | |
| 2,607,025 | |
| 2,475,470 | |
| 2,572,750 |
Comprehensive income attributable to noncontrolling interests | |
| (2,634) | |
| 1,666 | |
| 1,422 | | |||||||||
Comprehensive income (loss) attributable to noncontrolling interests | |
| 610 | |
| 1,572 | |
| (2,634) | ||||||||||
Comprehensive income attributable to unitholders | | $ | 2,575,384 | | $ | 1,196,472 | | $ | 2,430,202 | | | $ | 2,606,415 | | $ | 2,473,898 | | $ | 2,575,384 |
The accompanying notes are an integral part of these statements.
9392
Simon Property Group, L.P.
Consolidated Statements of Cash Flows
(Dollars in thousands)
| | | | | | | | | | |
| | For the Year |
| |||||||
| | Ended December 31, |
| |||||||
|
| 2021 | | 2020 |
| | 2019 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
| | |
| | | | | |
|
Consolidated Net Income | | $ | 2,568,707 | | $ | 1,277,324 | | $ | 2,423,188 | |
Adjustments to reconcile consolidated net income to net cash provided by operating activities | | | | | | | | | | |
Depreciation and amortization | |
| 1,325,895 | |
| 1,354,991 | |
| 1,394,172 | |
Loss on debt extinguishment | | | 51,841 | | | — | | | 116,256 | |
(Gain) loss on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities, and impairment, net | |
| (206,855) | |
| 114,960 | |
| (14,883) | |
Gain on sale or exchange of equity interests | | | (178,672) | | | — | | | — | |
Unrealized losses in fair value of equity instruments | | | 8,095 | | | 19,632 | | | 8,212 | |
Straight-line lease loss (income) | |
| 22,619 | |
| 19,950 | |
| (67,139) | |
Equity in income of unconsolidated entities | |
| (782,837) | |
| (219,870) | |
| (444,349) | |
Distributions of income from unconsolidated entities | |
| 436,881 | |
| 184,733 | |
| 428,769 | |
Changes in assets and liabilities | | | | | | | | | | |
Tenant receivables and accrued revenue, net | |
| 265,352 | |
| (415,911) | |
| (157) | |
Deferred costs and other assets | |
| (77,592) | |
| (28,191) | |
| (49,338) | |
Accounts payable, accrued expenses, intangibles, deferred revenues and other | |
| 203,968 | |
| 19,080 | |
| 13,100 | |
Net cash provided by operating activities | |
| 3,637,402 | |
| 2,326,698 | |
| 3,807,831 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | |
Acquisitions | |
| (257,080) | |
| (3,606,694) | |
| (12,800) | |
Funding of loans to related parties | | | (15,848) | | | (8,236) | | | — | |
Repayments of loans to related parties | |
| 14,027 | |
| — | |
| 7,641 | |
Capital expenditures, net | |
| (527,935) | |
| (484,119) | |
| (876,011) | |
Cash impact from the consolidation of properties | |
| 5,595 | |
| — | |
| 1,045 | |
Net proceeds from sale of assets | | | 3,000 | | | 33,418 | | | 6,776 | |
Investments in unconsolidated entities | |
| (56,901) | |
| (191,368) | |
| (63,789) | |
Purchase of equity instruments | |
| (33,605) | |
| (32,955) | |
| (374,231) | |
Proceeds from sale of equity instruments | |
| 65,504 | |
| 30,000 | |
| — | |
Insurance proceeds for property restoration | | | 7,200 | | | 31,198 | | | 5,662 | |
Distributions of capital from unconsolidated entities and other | |
| 243,279 | |
| 250,358 | |
| 229,000 | |
Net cash used in investing activities | |
| (552,764) | |
| (3,978,398) | |
| (1,076,707) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | |
Issuance of units and other | |
| (328) | |
| 1,556,148 | |
| (328) | |
Purchase of units related to stock grant recipients' tax withholdings | |
| (2,318) | |
| (854) | |
| (2,955) | |
Redemption of limited partner units | | | (2,220) | | | (16,106) | | | (6,846) | |
Purchase of general partner units | | | — | | | (152,589) | | | (359,773) | |
Proceeds from the special purpose acquisition company IPO, net of transaction costs | | | 338,121 | | | — | | | — | |
Establishment of trust account for special purpose acquisition company | | | (345,000) | | | — | | | — | |
Distributions to noncontrolling interest holders in properties | |
| (5,024) | |
| (8,271) | |
| (41,549) | |
Contributions from noncontrolling interest holders in properties | |
| 20,902 | |
| 220 | |
| 139 | |
Partnership distributions | |
| (2,690,700) | |
| (1,664,193) | |
| (2,949,401) | |
Cash paid to extinguish debt | | | (50,156) | | | — | | | (99,975) | |
Mortgage and unsecured indebtedness proceeds, net of transaction costs | |
| 9,251,217 | |
| 15,234,860 | |
| 13,312,301 | |
Mortgage and unsecured indebtedness principal payments | |
| (10,076,809) | |
| (12,955,275) | |
| (12,427,699) | |
Net cash (used in) provided by financing activities | |
| (3,562,315) | |
| 1,993,940 | |
| (2,576,086) | |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | |
| (477,677) | |
| 342,240 | |
| 155,038 | |
CASH AND CASH EQUIVALENTS, beginning of period | |
| 1,011,613 | |
| 669,373 | |
| 514,335 | |
CASH AND CASH EQUIVALENTS, end of period | | $ | 533,936 | | $ | 1,011,613 | | $ | 669,373 | |
| | | | | | | | | |
| | For the Year | |||||||
| | Ended December 31, | |||||||
|
| 2023 |
| 2022 |
| | 2021 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
| | |
| | | | | |
Consolidated Net Income | | $ | 2,617,018 | | $ | 2,452,385 | | $ | 2,568,707 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities | | | | | | | | | |
Depreciation and amortization | |
| 1,333,584 | |
| 1,292,113 | |
| 1,325,895 |
Loss on debt extinguishment | | | — | | | — | | | 51,841 |
Loss (gain) on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | |
| 3,056 | |
| (5,647) | |
| (206,855) |
Gain on disposal, exchange, or revaluation of equity interests, net | | | (362,019) | | | (121,177) | | | (178,672) |
Unrealized (gains) losses in fair value of publicly traded equity instruments and derivative instrument, net | | | (11,892) | | | 61,204 | | | 8,095 |
Straight-line lease loss | |
| 9,866 | |
| 25,234 | |
| 22,619 |
Income from unconsolidated entities | |
| (375,663) | |
| (647,977) | |
| (782,837) |
Distributions of income from unconsolidated entities | |
| 458,709 | |
| 561,583 | |
| 436,881 |
Changes in assets and liabilities | | | | | | | | | |
Tenant receivables and accrued revenue, net | |
| (11,802) | |
| 63,350 | |
| 265,352 |
Deferred costs and other assets | |
| 24,423 | |
| (104,567) | |
| (77,592) |
Accounts payable, accrued expenses, intangibles, deferred revenues and other | |
| 245,513 | |
| 190,103 | |
| 203,968 |
Net cash provided by operating activities | |
| 3,930,793 | |
| 3,766,604 | |
| 3,637,402 |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | |
Acquisitions | |
| (65,829) | |
| (203,364) | |
| (257,080) |
Funding of loans to related parties | | | (15,250) | | | (132,857) | | | (15,848) |
Repayments of loans to related parties | |
| 16,188 | |
| 82,371 | |
| 14,027 |
Capital expenditures, net | |
| (793,283) | |
| (650,024) | |
| (527,935) |
Cash impact from the consolidation of properties | |
| — | |
| 20,988 | |
| 5,595 |
Net proceeds from sale of assets | | | — | | | 59,658 | | | 3,000 |
Investments in unconsolidated entities | |
| (83,961) | |
| (235,792) | |
| (56,901) |
Purchase of short-term investments | | | (1,000,000) | | | — | | | — |
Purchase of equity instruments | |
| (31,742) | |
| (66,140) | |
| (33,605) |
Proceeds from sale of equity instruments | |
| 304,129 | |
| 26,086 | |
| 65,504 |
Insurance proceeds for property restoration | | | 7,427 | | | — | | | 7,200 |
Distributions of capital from unconsolidated entities and other | |
| 299,140 | |
| 472,510 | |
| 243,279 |
Net cash used in investing activities | |
| (1,363,181) | |
| (626,564) | |
| (552,764) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | |
Issuance of units and other | |
| (328) | |
| (328) | |
| (328) |
Purchase of units related to stock grant recipients' tax withholdings | |
| (5,795) | |
| (6,788) | |
| (2,318) |
Redemption of limited partner units | | | (13,524) | | | (1,852) | | | (2,220) |
Purchase of general partner units | | | (140,593) | | | (180,387) | | | — |
Preferred unit redemptions | | | (2,500) | | | — | | | — |
Proceeds from the special purpose acquisition company IPO, net of transaction costs | | | — | | | — | | | 338,121 |
Proceeds from (establishment of) trust account for special purpose acquisition company | | | — | | | 345,000 | | | (345,000) |
Liquidation of special purpose acquisition company | | | — | | | (345,000) | | | — |
Distributions to noncontrolling interest holders in properties | |
| (41,956) | |
| (27,741) | |
| (5,024) |
Contributions from noncontrolling interest holders in properties | |
| 9,813 | |
| 29,681 | |
| 20,902 |
Partnership distributions | |
| (2,796,681) | |
| (2,592,472) | |
| (2,690,700) |
Cash paid to extinguish debt | | | — | | | — | | | (50,156) |
Mortgage and unsecured indebtedness proceeds, net of transaction costs | |
| 3,629,840 | |
| 3,449,403 | |
| 9,251,217 |
Mortgage and unsecured indebtedness principal payments | |
| (2,658,525) | |
| (3,721,864) | |
| (10,076,809) |
Net cash used in financing activities | |
| (2,020,249) | |
| (3,052,348) | |
| (3,562,315) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 547,363 | |
| 87,692 | |
| (477,677) |
CASH AND CASH EQUIVALENTS, beginning of period | |
| 621,628 | |
| 533,936 | |
| 1,011,613 |
CASH AND CASH EQUIVALENTS, end of period | | $ | 1,168,991 | | $ | 621,628 | | $ | 533,936 |
The accompanying notes are an integral part of these statements.
9493
Simon Property Group, L.P.
Consolidated Statements of Equity
(Dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Preferred | | Simon (Managing | | Limited | | Noncontrolling | | Total |
| | Preferred | | Simon (Managing | | Limited | | Noncontrolling | | Total |
| ||||||||||
|
| Units |
| General Partner) |
| Partners |
| Interests |
| Equity |
|
| Units |
| General Partner) |
| Partners |
| Interests |
| Equity |
| ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2018 | | $ | 42,748 | | $ | 3,253,933 | | $ | 492,877 | | $ | 7,398 | | $ | 3,796,956 | | ||||||||||||||||
Balance at December 31, 2020 | | $ | 42,091 | | $ | 2,997,381 | | $ | 431,784 | | $ | 1,090 | | $ | 3,472,346 | | ||||||||||||||||
Series J preferred stock premium and amortization | | | (328) | | | | | | | | | | | | (328) | | | | (328) | | | | | | | | | | | | (328) | |
Limited partner units exchanged to common units (24,000 units) | | | | | | 253 | | | (253) | | | | | | — | | ||||||||||||||||
Stock incentive program (90,902 common units, net) | | | | | | — | | | | | | | | | — | | ||||||||||||||||
Limited partner units exchanged to common units (58,571 units) | | | | | | 539 | | | (539) | | | | | | — | | ||||||||||||||||
Stock incentive program (80,012 common units, net) | | | | | | — | | | | | | | | | — | | ||||||||||||||||
Amortization of stock incentive | | | | | | 12,604 | | | | | | | | | 12,604 | | | | | | | 19,673 | | | | | | | | | 19,673 | |
Redemption of limited partner units (43,255 units) | | | | | | (6,453) | | | (393) | | | | | | (6,846) | | ||||||||||||||||
Treasury unit purchase (2,247,074 units) | | | | | | (359,773) | | | | | | | | | (359,773) | | ||||||||||||||||
Redemption of limited partner units (15,705 units) | | | | | | (2,061) | | | (159) | | | | | | (2,220) | | ||||||||||||||||
Long-term incentive performance units | | | | | | | | | 20,749 | | | | | | 20,749 | | | | | | | | | | 17,755 | | | | | | 17,755 | |
Issuance of unit equivalents and other (16,336 common units) | | | | | | (32,460) | | | | | | 139 | | | (32,321) | | ||||||||||||||||
Unrealized loss on hedging activities | | | | | | (3,553) | | | (513) | | | | | | (4,066) | | ||||||||||||||||
Currency translation adjustments | | | | | | (1,489) | | | (361) | | | | | | (1,850) | | ||||||||||||||||
Changes in available-for-sale securities and other | | | | | | 623 | | | 95 | | | | | | 718 | | ||||||||||||||||
Net loss reclassified from accumulated other comprehensive loss into earnings | | | | | | 11,832 | | | 1,802 | | | | | | 13,634 | | ||||||||||||||||
Other comprehensive income | | | | | | 7,413 | | | 1,023 | | | | | | 8,436 | | ||||||||||||||||
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | | | | | | 65,821 | | | (65,821) | | | | | | — | | ||||||||||||||||
Distributions, excluding distributions on preferred interests classified as temporary equity | | | (3,337) | | | (2,555,607) | | | (388,541) | | | (2,446) | | | (2,949,931) | | ||||||||||||||||
Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $431 loss attributable to noncontrolling redeemable interests in properties | | | 3,337 | | | 2,098,247 | | | 318,698 | | | 1,422 | | | 2,421,704 | | ||||||||||||||||
Balance at December 31, 2019 | | $ | 42,420 | | $ | 2,483,978 | | $ | 378,339 | | $ | 6,513 | | $ | 2,911,250 | | ||||||||||||||||
Issuance of limited partner units (955,705 units) | | | | | | | | | 79,601 | | | | | | 79,601 | | ||||||||||||||||
Series J preferred stock premium and amortization | | | (329) | | | | | | | | | | | | (329) | | ||||||||||||||||
Limited partner units exchanged to common units (293,204 units) | | | | | | 2,028 | | | (2,028) | | | | | | — | | ||||||||||||||||
Issuance of units related to Simon's public offering of its common stock (22,137,500 units) | | | | | | 1,556,479 | | | | | | | | | 1,556,479 | | ||||||||||||||||
Stock incentive program (462,967 common units, net) | | | | | | — | | | | | | | | | — | | ||||||||||||||||
Amortization of stock incentive | | | | | | 11,660 | | | | | | | | | 11,660 | | ||||||||||||||||
Redemption of limited partner units (116,658 units) | | | | | | (15,163) | | | (943) | | | | | | (16,106) | | ||||||||||||||||
Treasury unit purchase (1,245,654 units) | | | | | | (152,590) | | | | | | | | | (152,590) | | ||||||||||||||||
Long-term incentive performance units | | | | | | | | | 2,331 | | | | | | 2,331 | | ||||||||||||||||
Issuance of unit equivalents and other (36,252 units and 15,561 common units) | | | | | | 34,071 | | | | | | (3,582) | | | 30,489 | | ||||||||||||||||
Unrealized loss on hedging activities | | | | | | (92,834) | | | (13,714) | | | | | | (106,548) | | ||||||||||||||||
Issuance of unit equivalents and other (20,374 common units) | | | | | | (40,877) | | | 1 | | | 18,493 | | | (22,383) | | ||||||||||||||||
Unrealized gain on hedging activities | | | | | | 44,676 | | | 6,438 | | | | | | 51,114 | | ||||||||||||||||
Currency translation adjustments | | | | | | 22,694 | | | 4,594 | | | | | | 27,288 | | | | | | | (33,932) | | | (4,840) | | | | | | (38,772) | |
Changes in available-for-sale securities and other | | | | | | 162 | | | 18 | | | | | | 180 | | | | | | | (886) | | | (128) | | | | | | (1,014) | |
Net gain reclassified from accumulated other comprehensive loss into earnings | | | | | | (93) | | | (13) | | | | | | (106) | | | | | | | (6,369) | | | (916) | | | | | | (7,285) | |
Other comprehensive income | | | | | | (70,071) | | | (9,115) | | | | | | (79,186) | | | | | | | 3,489 | | | 554 | | | | | | 4,043 | |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | | | | | | (95,755) | | | 95,755 | | | | | | — | | | | | | | 18,620 | | | (18,620) | | | | | | — | |
Distributions, excluding distributions on preferred interests classified as temporary equity | | | (3,337) | | | (1,866,483) | | | (279,379) | | | (3,507) | | | (2,152,706) | | | | (3,337) | | | (1,923,369) | | | (276,698) | | | (2,708) | | | (2,206,112) | |
Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $6,044 loss attributable to noncontrolling redeemable interests in properties | | | 3,337 | | | 1,109,227 | | | 167,223 | | | 1,666 | | | 1,281,453 | | ||||||||||||||||
Balance at December 31, 2020 | | $ | 42,091 | | $ | 2,997,381 | | $ | 431,784 | | $ | 1,090 | | $ | 3,472,346 | | ||||||||||||||||
Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $3,419 loss attributable to noncontrolling redeemable interests in properties | | | 3,337 | | | 2,246,294 | | | 323,214 | | | (2,634) | | | 2,570,211 | | ||||||||||||||||
Balance at December 31, 2021 | | $ | 41,763 | | $ | 3,319,689 | | $ | 477,292 | | $ | 14,241 | | $ | 3,852,985 | | ||||||||||||||||
Series J preferred stock premium and amortization | | | (328) | | | | | | | | | | | | (328) | | ||||||||||||||||
Limited partner units exchanged to common units (2,680 units) | | | | | | 27 | | | (27) | | | | | | — | | ||||||||||||||||
Stock incentive program (208,063 common units, net) | | | | | | — | | | | | | | | | — | | ||||||||||||||||
Amortization of stock incentive | | | | | | 23,670 | | | | | | | | | 23,670 | | ||||||||||||||||
Redemption of limited partner units (14,740 units) | | | | | | (1,708) | | | (144) | | | | | | (1,852) | | ||||||||||||||||
Treasury unit purchase (1,830,022 units) | | | | | | (180,387) | | | | | | | | | (180,387) | | ||||||||||||||||
Long-term incentive performance units | | | | | | | | | 14,845 | | | | | | 14,845 | | ||||||||||||||||
Issuance of unit equivalents and other (72,442 LTIP units and 46,555 common units) | | | | | | 11,649 | | | (1) | | | 10,601 | | | 22,249 | | ||||||||||||||||
Unrealized gain on hedging activities | | | | | | 47,888 | | | 6,920 | | | | | | 54,808 | | ||||||||||||||||
Currency translation adjustments | | | | | | (24,427) | | | (3,692) | | | | | | (28,119) | | ||||||||||||||||
Changes in available-for-sale securities and other | | | | | | (1,755) | | | (254) | | | | | | (2,009) | | ||||||||||||||||
Net gain reclassified from accumulated other comprehensive loss into earnings | | | | | | (1,393) | | | (202) | | | | | | (1,595) | | ||||||||||||||||
Other comprehensive income | | | | | | 20,313 | | | 2,772 | | | | | | 23,085 | | ||||||||||||||||
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | | | | | | 28,308 | | | (28,308) | | | | | | — | | ||||||||||||||||
Distributions, excluding distributions on preferred interests classified as temporary equity | | | (3,337) | | | (2,260,670) | | | (326,550) | | | (1,362) | | | (2,591,919) | | ||||||||||||||||
Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and $1,166 attributable to noncontrolling redeemable interests in properties | | | 3,337 | | | 2,136,198 | | | 308,197 | | | 1,572 | | | 2,449,304 | | ||||||||||||||||
Balance at December 31, 2022 | | $ | 41,435 | | $ | 3,097,089 | | $ | 448,076 | | $ | 25,052 | | $ | 3,611,652 | |
9594
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Preferred | | Simon (Managing | | Limited | | Noncontrolling | | Total |
| | Preferred | | Simon (Managing | | Limited | | Noncontrolling | | Total |
| ||||||||||
|
| Units |
| General Partner) |
| Partners |
| Interests |
| Equity |
|
| Units |
| General Partner) |
| Partners |
| Interests |
| Equity |
| ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of limited partner units (1,725,000 units) | | | | | | | | | 197,426 | | | | | | 197,426 | | ||||||||||||||||
Series J preferred stock premium and amortization | | | (328) | | | | | | | | | | | | (328) | | | | (329) | | | | | | | | | | | | (329) | |
Limited partner units exchanged to common units (58,571 units) | | | | | | 539 | | | (539) | | | | | | — | | ||||||||||||||||
Stock incentive program (80,012 common units, net) | | | | | | — | | | | | | | | | — | | ||||||||||||||||
Stock incentive program (291,122 common units, net) | | | | | | — | | | | | | | | | — | | ||||||||||||||||
Amortization of stock incentive | | | | | | 19,673 | | | | | | | | | 19,673 | | | | | | | 32,468 | | | | | | | | | 32,468 | |
Redemption of limited partner units (15,705 units) | | | | | | (2,061) | | | (159) | | | | | | (2,220) | | ||||||||||||||||
Redemption of limited partner units (114,241 units) | | | | | | (12,483) | | | (1,041) | | | | | | (13,524) | | ||||||||||||||||
Treasury unit purchase (1,273,733 units) | | | | | | (140,593) | | | | | | | | | (140,593) | | ||||||||||||||||
Long-term incentive performance units | | | | | | | | | 17,755 | | | | | | 17,755 | | | | | | | | | | 14,739 | | | | | | 14,739 | |
Issuance of unit equivalents and other (20,374 common units) | | | | | | (40,877) | | | 1 | | | 18,493 | | | (22,383) | | ||||||||||||||||
Issuance of unit equivalents and other (50,658 common units) | | | | | | (18,145) | | | 6 | | | 2,020 | | | (16,119) | | ||||||||||||||||
Unrealized gain on hedging activities | | | | | | 44,676 | | | 6,438 | | | | | | 51,114 | | | | | | | 15,784 | | | 2,566 | | | | | | 18,350 | |
Currency translation adjustments | | | | | | (33,932) | | | (4,840) | | | | | | (38,772) | | | | | | | (22,116) | | | (4,397) | | | | | | (26,513) | |
Changes in available-for-sale securities and other | | | | | | (886) | | | (128) | | | | | | (1,014) | | | | | | | 1,969 | | | 285 | | | | | | 2,254 | |
Net gain reclassified from accumulated other comprehensive loss into earnings | | | | | | (6,369) | | | (916) | | | | | | (7,285) | | | | | | | (3,551) | | | (533) | | | | | | (4,084) | |
Other comprehensive income | | | | | | 3,489 | | | 554 | | | | | | 4,043 | | | | | | | (7,914) | | | (2,079) | | | | | | (9,993) | |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | | | | | | 18,620 | | | (18,620) | | | | | | — | | | | | | | 187,413 | | | (187,413) | | | | | | — | |
Distributions, excluding distributions on preferred interests classified as temporary equity | | | (3,337) | | | (1,923,369) | | | (276,698) | | | (2,708) | | | (2,206,112) | | | | (3,337) | | | (2,435,896) | | | (355,548) | | | (6,361) | | | (2,801,142) | |
Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $3,419 loss attributable to noncontrolling redeemable interests in properties | | | 3,337 | | | 2,246,294 | | | 323,214 | | | (2,634) | | | 2,570,211 | | ||||||||||||||||
Balance at December 31, 2021 | | $ | 41,763 | | $ | 3,319,689 | | $ | 477,292 | | $ | 14,241 | | $ | 3,852,985 | | ||||||||||||||||
Net income, excluding preferred distributions on temporary equity preferred units of $1,900 and a $1,946 loss attributable to noncontrolling redeemable interests in properties | | | 3,337 | | | 2,279,789 | | | 333,328 | | | 610 | | | 2,617,064 | | ||||||||||||||||
Balance at December 31, 2023 | | $ | 41,106 | | $ | 2,981,728 | | $ | 447,494 | | $ | 21,321 | | $ | 3,491,649 | |
The accompanying notes are an integral part of these statements.
9695
Simon Property Group, Inc.
Simon Property Group, L.P.
Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)
1. Organization
Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets. Unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P. References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. Unless otherwise indicated, these notes to consolidated financial statements apply to both Simon and the Operating Partnership. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.
We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of December 31, 2021,2023, we owned or held an interest in 199195 income-producing properties in the United States, which consisted of 9593 malls, 69 Premium Outlets, 14 Mills, 6six lifestyle centers, and 1513 other retail properties in 37 states and Puerto Rico. We also own an 80%84% noncontrolling interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2021,2023, we had ownership interests in 3335 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of December 31, 2021,2023, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company which owns, or has an interest in, shopping centers located in 14 countries in Europe. We also own investments in retail operations (J.C. Penney and SPARC Group); an intellectual property and licensing venture (Authentic Brands Group, LLC, or ABG); an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.
We generate the majority of our lease income from retail, dining, entertainment and other tenants including consideration received from:
● | Fixed minimum lease consideration and fixed common area maintenance (CAM) reimbursements and, |
● | Variable lease consideration primarily based on tenants’ sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items. |
Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.
We also grow by generating supplemental revenues from the following activities:
● | establishing our properties as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events, |
● | offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services, |
● | selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and |
● | generating interest income on cash deposits and investments in loans, including those made to related entities. |
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)
2. Basis of Presentation and Consolidation
The accompanying consolidated financial statements include the accounts of all controlled subsidiaries, and all significant intercompany amounts have been eliminated.
We consolidate properties that are wholly-owned or properties where we own less than 100% but we control. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other partner or owner and the inability of any other partner or owner to replace us.
We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during 20212023 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the periods presented, we did not provide financial or other support to any identified VIE that we were not contractually obligated to provide.
Investments in partnerships and joint ventures represent our noncontrolling ownership interests. We account for these unconsolidated entities using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement, cash contributions and distributions, and foreign currency fluctuations, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in partnerships and joint ventures for which accumulated distributions have exceeded investments in and our share of net income of the partnerships and joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the consolidated balance sheets. The net equity of certain partnerships and joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization.
As of December 31, 2021,2023, we consolidated 131130 wholly-owned properties and 1719 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We apply the equity method of accounting to the other 8481 properties (the joint venture properties) and our investments in Klépierre, (a publicly traded, Paris-based real estate company)TRG, and The Taubman Realty Group, LLC, or TRG,Jamestown, as well as our investments in certain entities involved in retail operations such as J.C.(J.C. Penney and SPARC Group;Group); an intellectual property and licensing ventures, such as Authentic Brands Group, LLC, or ABG, and Eddie Bauer Ipco;venture (ABG); and an e-commerce venture Rue Gilt Groupe, or RGG, (collectively, our other platform investments)(RGG). We manage the day-to-day operations of 5351 of the 8481 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, South Korea, Mexico, Malaysia, Canada, Spain, Thailand, and the United Kingdom comprise 2324 of the remaining 3130 properties. These international properties and TRG are managed by joint ventures in which we share control.
Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests, or preferred units, and are included in net income attributable to noncontrolling interests. We allocate net operating results of the Operating Partnership after preferred distributions to limited partners and to us based on the partners’ respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributable to limited partners are reflected in net income attributable to noncontrolling interests.
Our weighted average ownership interest in the Operating Partnership was as follows:
| | | | | | | |
| | For the Year Ended |
| ||||
| | December 31, |
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|
| 2023 |
| 2022 |
| 2021 | |
Weighted average ownership interest |
| 87.2 | % | 87.4 | % | 87.4 | % |
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)
Our weighted average ownership interest in the Operating Partnership was as follows:
| | | | | | | |
| | For the Year Ended |
| ||||
| | December 31, |
| ||||
|
| 2021 |
| 2020 |
| 2019 | |
Weighted average ownership interest |
| 87.4 | % | 86.9 | % | 86.8 | % |
As of December 31, 20212023 and 2020,2022, our ownership interest in the Operating Partnership was 87.0% and 87.4%., respectively. We adjust the noncontrolling limited partners’ interest at the end of each period to reflect their interest in the net assets of the Operating Partnership.
Preferred unit requirements in the Operating Partnership’s accompanying consolidated statements of operations and comprehensive income represent distributions on outstanding preferred units and are recorded when declared.
3. Summary of Significant Accounting Policies
Investment Properties
Investment properties consist of the following as of December 31:
| | | | | | | | | | | | | | |
|
| 2021 |
| 2020 |
|
| 2023 |
| 2022 |
| ||||
Land | | $ | 3,639,353 | | $ | 3,700,023 | | | $ | 3,643,432 | | $ | 3,632,943 | |
Buildings and improvements | |
| 33,857,863 | |
| 33,908,615 | | |
| 35,141,486 | |
| 34,246,835 | |
Total land, buildings and improvements | |
| 37,497,216 | |
| 37,608,638 | | |
| 38,784,918 | |
| 37,879,778 | |
Furniture, fixtures and equipment | |
| 435,150 | |
| 441,558 | | |
| 500,220 | |
| 447,134 | |
Investment properties at cost | |
| 37,932,366 | |
| 38,050,196 | | |
| 39,285,138 | |
| 38,326,912 | |
Less — accumulated depreciation | |
| 15,621,127 | |
| 14,891,937 | | |
| 17,716,788 | |
| 16,563,749 | |
Investment properties at cost, net | | $ | 22,311,239 | | $ | 23,158,259 | | | $ | 21,568,350 | | $ | 21,763,163 | |
Construction in progress included above | | $ | 797,519 | | $ | 773,061 | | | $ | 760,175 | | $ | 587,644 | |
We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. The amount of interest capitalized during each year is as follows:
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| | For the Year Ended |
| | For the Year Ended |
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| | December 31, |
| | December 31, |
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| 2021 |
| 2020 |
| 2019 | |
| 2023 | | 2022 |
| 2021 | | ||||||
Capitalized interest | | $ | 31,204 | | $ | 22,917 | | $ | 33,342 | | | $ | 39,906 | | $ | 35,482 | | $ | 31,204 | |
We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 35 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over seven to ten years.
We review investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances which indicate that the carrying value of investment properties may not be recoverable. These
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amountsand where indicated as in millions or billions)
circumstances include, but are not limited to, declines in a property’s operational performance, such as declining cash flows, occupancy or total sales per square foot, the Company’s intent and ability to hold the related asset, and, if applicable, the remaining time to maturity of underlying financing arrangements. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization during the anticipated holding period plus its residual value, and, if applicable, on a probability weighted basis, is less than the carrying value of the
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)
property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over our estimate of fair value.
We also review our investments, including investments in unconsolidated entities, to identify and evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine the fair value of the investment is less than its carrying value and such impairment is other-than-temporary. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization.
We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income before depreciation and amortization, hold periods, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information, expected probabilities of outcomes, if applicable, and whether an impairment is other-than-temporary. Changes in economic and operating conditions including, changes in the financial condition of our tenants and changes to our intent and ability to hold the related asset, that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.
During the fourth quarter of 2020, we recorded an impairment charge of $34.4 million related to 1 consolidated property, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income. During the third quarter of 2020, we recorded an other-than-temporary impairment charge of $55.2 million, representing our equity method investment balance in 3 joint venture properties, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income.
Purchase Accounting
We allocate the purchase price of asset acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the relative fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate:
● | the relative fair value of land and related improvements and buildings on an as-if-vacant basis, |
● | the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into lease income, |
● | the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and |
● | the value of lease income and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant. |
The relative fair value of buildings is depreciated over the estimated remaining life of the acquired building or related improvements. We amortize tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amountsand where indicated as in millions or billions)
Cash and Cash Equivalents and Short-term investments
We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers’ acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions of high credit quality. However, at certain times, such cash and cash equivalents are in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits. See Notes 4 and 8 for disclosures about non-cash investing and financing transactions.
We classify short-term investments, which consist of time-deposits with original maturities in excess of 90 days as available-for-sale. Short-term investments are reported at fair value and reviewed periodically for allowances for credit losses and impairment. When evaluating the investments, we review factors such as the extent to which the fair value of
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Simon Property Group, L.P.
Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)
the security is less than the amortized cost basis, adverse conditions specifically related to the security, the financial condition of the issuer, the Company’s intent to sell, and whether it would be more likely than not that the Company would be required to sell the investments before the recovery of their amortized cost basis.
Equity Instruments and Debt Securities
Equity instruments and debt securities consist primarily of equity instruments, our deferred compensation plan investments, the debt securities of our captive insurance subsidiary, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At December 31, 20212023 and 2020,2022, we had equity instruments with readily determinable fair values of $142.2$97.7 million and $41.9$73.0 million, respectively. Changes in the fair value of these equity instruments are recorded in unrealized lossesgains (losses) in fair value of publicly traded equity instruments and derivative instrument, net in our consolidated statements of operations and comprehensive income. At December 31, 20212023 and 2020,2022, we had equity instruments without readily determinable fair values of $217.2$240.2 million and $309.3$236.2 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustmentissuer. We recorded a reduction in the carrying value was requiredof these investments of nil and $27.5 million for the years ended December 31, 20212023 and 2020.2022, respectively. Changes in the fair value of these equity instruments are recorded in gain on disposal, exchange, or revaluation of equity interests, net in our consolidated statements of operations and comprehensive income.
Our deferred compensation plan equity instruments are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.
At December 31, 20212023 and 2020,2022, we held debt securities of $60.9$79.7 million and $40.5$52.3 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary are typically U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than one year to ten years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiary is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment is recorded and a new cost basis is established.
Our captive insurance subsidiary is required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited.
Fair Value Measurements
Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate.
We have 0 investments for whichequity instruments with readily determinable fair values that are valued using Level 1 inputs. We have foreign currency forward contracts, interest rate cap and swap agreements, and time-deposits that mature within one-year that are valued using Level 2 inputs. The notional value of our time-deposits approximate fair value is measured ongiven the relatively short-term nature of the instrument. We also have a recurring basis using Level 3 inputs.bifurcated embedded derivative option that was a component of the
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)
The equity instruments with readily determinable fair values we held at December 31, 2021 and 2020 were primarily€750.0 million exchangeable bonds issued in November 2023. This instrument is classified as primarily having Level 13 inputs and Level 2 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contractsis further discussed in Note 3, within the Derivative Financial Instruments subsection and interest rate swap agreements with a gross asset balance of $6.2 million at December 31, 2021 and an insignificant gross asset balance at December 31, 2020, and a gross liability balance of $1.5 million and $44.6 million at December 31, 2021 and 2020, respectively.Note 7.
| | | | | | | | | | | | |
Description | | December 31, 2023 | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) | ||||
Assets: | | | | | | | | | | | | |
Short-term investments | | $ | 1,000,000 | | $ | - | | $ | 1,000,000 | | $ | - |
Deferred costs and other assets | | | 113,779 | | | 97,696 | | | 16,083 | | | - |
Total | | $ | 1,113,779 | | $ | 97,696 | | $ | 1,016,083 | | $ | - |
| | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | |
Other Liabilities | | $ | 38,146 | | $ | - | | $ | 9,774 | | $ | 28,372 |
| | | | | | | | | | | | |
Description |
| December 31, 2022 |
| Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) |
| Significant Other Unobservable Inputs (Level 3) | ||||
Assets: | | | | | | |
| | | | | |
Other Assets | | $ | 88,805 | | $ | 73,020 | | $ | 15,785 | | $ | - |
Liabilities: | | | | | | | | | | | | |
Other Liabilities | | $ | 8,605 | | $ | - | | $ | 8,605 | | $ | - |
Note 7 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 3, 4, and 6 include discussions of the fair values recorded in purchase accounting using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of fair value, net operating results of the property, capitalization rates and discount rates.
Gains or losses on Issuances of Stock by Equity Method Investees
When one of our equity method investees issues additional shares to third parties, our percentage ownership interest in the investee may decrease. In the event the issuance price per share is higher or lower than our average carrying amount per share, we recognize a noncash gain or loss on the issuance, when appropriate. This noncash gain or loss is recognized in our net income in the period the change of ownership interest occurs.
Use of Estimates
We prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.
Segment and Geographic Locations
Our primary business is the ownership, development, and management of premier shopping, dining, entertainment and mixed use real estate. We have aggregated our retail operations, including malls, Premium Outlets, The Mills, and our international investments into 1one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same, tenants. As of December 31, 2021,2023, approximately 7.1%7.3% of our consolidated long-lived assets and 3.0%4.2% of our consolidated total revenues were derived from assets located outside the United States. As of December 31, 2020,2022, approximately 6.9% of our consolidated long-lived assets and 2.4%3.5% of our consolidated total revenues were derived from assets located outside the United States.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)
Deferred Costs and Other Assets
Deferred costs and other assets include the following as of December 31:
| | | | | | | | | | | | | | |
|
| 2021 |
| 2020 |
|
| 2023 |
| 2022 |
| ||||
Deferred lease costs, net | | $ | 109,155 | | $ | 169,651 | | | $ | 77,811 | | $ | 97,553 | |
In-place lease intangibles, net | |
| 14,107 | |
| 3,905 | | |
| 3,085 | |
| 7,076 | |
Acquired above market lease intangibles, net | |
| 19,171 | |
| 31,053 | | |
| 5,629 | |
| 10,696 | |
Marketable securities of our captive insurance companies | |
| 60,855 | |
| 40,496 | | |
| 79,716 | |
| 52,325 | |
Goodwill | |
| 20,098 | |
| 20,098 | | |
| 20,098 | |
| 20,098 | |
Other marketable and non-marketable securities | |
| 359,459 | |
| 351,176 | | |
| 338,120 | |
| 309,212 | |
Prepaids, notes receivable and other assets, net | |
| 538,166 | |
| 465,789 | | |
| 593,257 | |
| 662,333 | |
| | $ | 1,121,011 | | $ | 1,082,168 | | | $ | 1,117,716 | | $ | 1,159,293 | |
Deferred Lease Costs
Our deferred leasing costs consist primarily of initial direct costs and, prior to the adoption of ASC 842, capitalized salaries and related benefits, in connection with lease originations. We record amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. Details of these deferred costs as of December 31 are as follows:
| | | | | | | |
|
| 2023 |
| 2022 |
| ||
Deferred lease costs | | $ | 273,010 | | $ | 312,464 | |
Accumulated amortization | |
| (195,199) | |
| (214,911) | |
Deferred lease costs, net | | $ | 77,811 | | $ | 97,553 | |
Amortization of deferred leasing costs is a component of depreciation and amortization expense. The accompanying consolidated statements of operations and comprehensive income include amortization of deferred leasing costs as follows:
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| | For the Year Ended December 31, |
| |||||||
|
| 2023 |
| 2022 |
| 2021 |
| |||
Amortization of deferred leasing costs | | $ | 34,119 | | $ | 39,606 | | $ | 43,028 | |
Intangibles
The average remaining life of in-place lease intangibles is approximately 2.4 years and is being amortized on a straight-line basis and is included with depreciation and amortization in the consolidated statements of operations and comprehensive income. The fair market value of above and below market leases is amortized into lease income over the remaining lease life as a component of reported lease income. The weighted average remaining life of these intangibles is approximately 2.9 years. The unamortized amount of below market leases is included in accounts payable, accrued expenses, intangibles and deferred revenues in the consolidated balance sheets and was $11.1 million and $15.3 million as of December 31, 2023 and 2022, respectively. The amount of amortization of above and below market leases, net, which increased lease income for the years ended December 31, 2023, 2022, and 2021, was $0.9 million, $1.7 million and $2.7 million, respectively. If a lease is terminated prior to the original lease termination, any remaining unamortized intangible is written off to earnings.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)
Deferred Lease Costs
Our deferred leasing costs consist primarily of initial direct costs and, prior to the adoption of ASC 842, capitalized salaries and related benefits, in connection with lease originations. We record amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. Details of these deferred costs as of December 31 are as follows:
| | | | | | | |
|
| 2021 |
| 2020 |
| ||
Deferred lease costs | | $ | 358,287 | | $ | 407,288 | |
Accumulated amortization | |
| (249,132) | |
| (237,637) | |
Deferred lease costs, net | | $ | 109,155 | | $ | 169,651 | |
Amortization of deferred leasing costs is a component of depreciation and amortization expense. The accompanying consolidated statements of operations and comprehensive income include amortization of deferred leasing costs as follows:
| | | | | | | | | | |
| | For the Year Ended December 31, |
| |||||||
|
| 2021 |
| 2020 |
| 2019 |
| |||
Amortization of deferred leasing costs | | $ | 43,028 | | $ | 51,349 | | $ | 57,201 | |
Intangibles
The average remaining life of in-place lease intangibles is approximately 2.8 years and is being amortized on a straight-line basis and is included with depreciation and amortization in the consolidated statements of operations and comprehensive income. The fair market value of above and below market leases is amortized into lease income over the remaining lease life as a component of reported lease income. The weighted average remaining life of these intangibles is approximately 2.6 years. The unamortized amount of below market leases is included in accounts payable, accrued expenses, intangibles and deferred revenues in the consolidated balance sheets and was $21.6 million and $28.7 million as of December 31, 2021 and 2020, respectively. The amount of amortization of above and below market leases, net, which increased lease income for the years ended December 31, 2021, 2020, and 2019, was $2.7 million, $1.3 million and $1.9 million, respectively. If a lease is terminated prior to the original lease termination, any remaining unamortized intangible is written off to earnings.
Details of intangible assets as of December 31 are as follows:
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| | 2021 |
| 2020 | | | 2023 |
| 2022 | | ||||
In-place lease intangibles | | $ | 115,550 | | $ | 173,094 | | | $ | 52,138 | | $ | 67,935 | |
Accumulated amortization | | | (101,443) | | | (169,189) | | | | (49,054) | | | (60,859) | |
In-place lease intangibles, net | | $ | 14,107 | | $ | 3,905 | | | $ | 3,084 | | $ | 7,076 | |
| | | | | | | | | | | | | | |
| | 2021 | | 2020 | | | 2023 | | 2022 | | ||||
Acquired above market lease intangibles | | $ | 133,224 | | $ | 186,620 | | | $ | 119,985 | | $ | 130,556 | |
Accumulated amortization | | | (114,053) | | | (155,567) | | | | (114,356) | | | (119,860) | |
Acquired above market lease intangibles, net | | $ | 19,171 | | $ | 31,053 | | | $ | 5,629 | | $ | 10,696 | |
103
Simon Property Group, Inc.
Simon Property Group, L.P.
Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amountsand where indicated as in millions or billions)
Estimated future amortization and the increasing (decreasing) effect on lease income for our above and below market leases as of December 31, 20212023 are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Below | | Above | | Impact to | | | Below | | Above | | Impact to | | ||||||
| | Market | | Market | | Lease | | | Market | | Market | | Lease | | ||||||
| | Leases | | Leases | | Income, Net | |
| Leases |
| Leases |
| Income, Net | | ||||||
2022 | | $ | 5,957 | | $ | (7,877) | | $ | (1,920) |
| ||||||||||
2023 |
| | 4,470 |
| | (5,511) |
| | (1,041) | | ||||||||||
2024 |
| | 3,510 |
| | (3,733) |
| | (223) | | | $ | 3,467 | | $ | (3,634) | | $ | (167) |
|
2025 |
| | 2,374 |
| | (1,564) |
| | 810 | |
| | 2,347 |
| | (1,522) |
| | 825 | |
2026 |
| | 1,581 |
| | (459) |
| | 1,122 | |
| | 1,568 |
| | (446) |
| | 1,122 | |
2027 |
| | 1,252 |
| | (27) |
| | 1,225 | | ||||||||||
2028 |
| | 1,212 |
| | — |
| | 1,212 | | ||||||||||
Thereafter |
| | 3,721 |
| | (27) |
| | 3,694 | |
| | 1,246 |
| | — |
| | 1,246 | |
| | $ | 21,613 | | $ | (19,171) | | $ | 2,442 | | | $ | 11,092 | | $ | (5,629) | | $ | 5,463 | |
Derivative Financial Instruments
We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We generally formally designate any instrumentinstruments that meets these hedging criteria as a hedge at the inception of the derivative contract. We have 0no credit-risk-related hedging or derivative activities.
103
Simon Property Group, Inc.
Simon Property Group, L.P.
Notes to Consolidated Financial Statements
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)
As of December 31, 2021,2023, we had the following outstanding interest rate derivatives related to managing our interest rate risk:
As of December 31, 2022, we had the following outstanding interest rate derivatives related to managing our interest rate risk:
The carrying value of our interest rate cap and swap agreements, at fair value, as of December 31, Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt. We may enter into treasury lock agreements as part of an anticipated debt issuance. Upon completion of the debt issuance, the fair value of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement. The unamortized gain on our treasury locks and terminated hedges recorded in accumulated other comprehensive income was We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposers, with gains and losses on the derivative contracts hedging these exposers. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes. We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro. We use currency forward contracts, cross currency swap contracts, and nonderivative instruments such as foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date. 104 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
We had the following Euro:USD forward contracts designated as net investment hedges at December 31,
Asset balances in the above table are included in deferred costs and other assets. Liability balances in the above table are included in other liabilities. We have designated certain derivative and nonderivative instruments as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). For the years ended December 31, 2023, 2022, and 2021 we recorded gains (losses) of ($45.2 million), $131.7 million, and 176.0 million, respectively, in the cumulative translation adjustment section of the other comprehensive income (loss). Changes in the value of these instruments are offset by changes in the underlying hedged Euro investments. The total accumulated other comprehensive income (loss) related to Simon’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was $48.7 million and $36.5 million as of December 31, 2023 and 2022, respectively. The total accumulated other comprehensive income (loss) related to the Operating Partnership’s derivative activities, including our share of the other comprehensive income (loss) from unconsolidated entities, was $56.1 million and $41.8 million as of December 31, 2023 and 2022, respectively. The exchange option of our exchangeable bonds is valued as a derivative liability using an option pricing model that incorporates the observed period ending price of the exchangeable bonds and secondary market prices of comparable unsecured senior notes without an exchange feature. The key assumptions utilized are the period ending share-price of Klépierre, share-price implied volatility, the EUR risk-free rate, Klépierre expected dividend yield, time to maturity, and the comparable spread to the EUR risk-free rate of unsecured senior notes without an exchange feature. The fair value of the option is recorded in other liabilities in the consolidated balance sheets and changes to the value of the option are recognized in the consolidated statements of operations and comprehensive income in unrealized gains (losses) in fair value of publicly traded equity instruments and derivative instrument, net. 105 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
The Noncontrolling Interests Simon Details of the carrying amount of our noncontrolling interests are as follows as of December 31:
Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties, limited partners’ interests in the Operating Partnership, and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders. The Operating Partnership Our evaluation of the appropriateness of classifying the Operating Partnership’s common units of partnership interest, or units, held by Simon and the Operating Partnership's limited partners within permanent equity considered several significant factors. First, as a limited partnership, all decisions relating to the Operating Partnership’s operations and distributions are made by Simon, acting as the Operating Partnership’s sole general partner. The decisions of the general partner are made by Simon's Board of Directors or management. The Operating Partnership has no other governance structure. Secondly, the sole asset of Simon is its interest in the Operating Partnership. As a result, a share of common stock of Simon, or common stock, if owned by the Operating Partnership, is best characterized as being similar to a treasury share and thus not an asset of the Operating Partnership. Limited partners of the Operating Partnership have the right under the Operating Partnership’s partnership agreement to exchange their units for shares of common stock or cash, as selected by Simon as the sole general partner. Accordingly, we classify units held by limited partners in permanent equity because Simon may elect to issue shares of common stock to limited partners exercising their exchange rights rather than using cash. Under the Operating Partnership’s partnership agreement, the Operating Partnership is required to redeem units held by Simon only when Simon has repurchased shares of common stock. We classify units held by Simon in permanent equity because the decision to redeem those units would be made by Simon. Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income. 106 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts Accumulated Other Comprehensive Income (Loss) Simon The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($ The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of December 31:
The Operating Partnership The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($ The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of December 31:
Revenue Recognition We, as a lessor, primarily under long-term leases, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Substantially all of our retail tenants are also required to pay overage rents based on 107 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts sales over a stated base amount during the lease year. We recognize this variable lease consideration only when each tenant’s sales exceed the applicable sales threshold. We amortize any tenant inducements as a reduction of lease income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating expenses, including common area maintenance, or CAM, real estate taxes and insurance. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation or otherwise. For substantially all of our leases in the U.S. mall portfolio, we receive a fixed payment from the tenant for the CAM component which is recognized as lease income on a straight-line basis over the term of the lease beginning with the adoption of ASC 842. When not reimbursed by the fixed CAM component, CAM expense reimbursements are based on the tenant’s proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue all variable reimbursements from tenants for recoverable portions of all of these expenses as variable lease consideration in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our advertising and promotional costs are expensed as incurred. Provisions for credit losses that are not probable of collection are recognized as a reduction of lease income. In April 2020, the FASB staff released guidance focused on treatment of concessions related to the effects of COVID-19 on the application of lease modification guidance in Accounting Standards Codification (ASC) 842, “Leases.” The guidance provides a practical expedient to forgo the associated reassessments required by ASC 842 when changes to a lease result in similar or lower future consideration. We have elected to generally account for rent abatements as negative variable lease consideration in the period granted, or in the period we determine we expect to grant an abatement. Further abatements granted in the future will reduce lease income in the period we grant, or determine we expect to grant, an abatement.
In connection with rent deferrals or other accruals of unpaid rent payments, if we determine that rent payments are probable of collection, we will continue to recognize lease income on a straight-line basis over the lease term along with associated tenant receivables. However, if we determine that such deferred rent payments or other accrued but unpaid rent payments are not probable of collection, lease income will be recorded on the cash basis, with the corresponding tenant receivable and deferred rent receivable balances charged as a direct write-off against lease income in the period of the change in our collectability determination. Additionally, our assessment of collectability, primarily under long-term leases, incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and other matters, and our communications and negotiations with the tenant. When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances. Our ongoing assessment incorporates, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumptions by the tenant in bankruptcy proceedings of leases at the Company’s properties on substantially similar terms. Refer to
Management Fees and Other Revenues Management fees and other revenues are generally received from our unconsolidated joint venture properties as well as third parties. Management fee revenue is earned based on a contractual percentage of joint venture property revenue. Development fee revenue is earned on a contractual percentage of hard costs to develop a property. Leasing fee revenue is earned on a contractual per square foot charge based on the square footage of current year leasing activity. We recognize revenue for these services provided when earned based on the performance criteria. Revenues from insurance premiums charged to unconsolidated properties are recognized on a pro-rata basis over the terms of the policies. Insurance losses on these policies and our self-insurance for our consolidated properties are reflected in property operating expenses in the accompanying consolidated statements of operations and comprehensive 108 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts income and include estimates for losses incurred but not reported as well as losses pending settlement. Estimates for losses are based on evaluations by third-party actuaries and management’s estimates. Total insurance reserves for our insurance subsidiaries and other self-insurance programs as of December 31, Income Taxes Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the entity to distribute at least 90% of REIT taxable income to its owners and meet certain other asset and income tests as well as other requirements. We intend to continue to adhere to these requirements and maintain Simon’s REIT status and that of the REIT subsidiaries. As REITs, these entities will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Thus, we made We have also elected taxable REIT subsidiary, or TRS, status for some of our subsidiaries. This enables us to provide services that would otherwise be considered impermissible for REITs and participate in activities that do not qualify as “rents from real property”. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if we believe all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income. As a partnership, the allocated share of the Operating Partnership’s income or loss for each year is included in the income tax returns of the partners; accordingly, no accounting for income taxes is required in the accompanying consolidated financial statements other than as discussed above for our TRSs. As of December 31,
included in deferred costs and other assets and the deferred tax liability is included in other liabilities in the accompanying consolidated balance sheets. We are also subject to certain other taxes, including state and local taxes, franchise taxes, as well as income-based and withholding taxes on dividends from certain of our international investments, which are included in income and other taxes in the consolidated statements of operations and comprehensive income. Our cash paid for taxes in each period was as follows:
109 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts Corporate Expenses Home and regional office costs primarily include compensation and personnel related costs, travel, building and office costs, and other expenses for our corporate home office and regional offices. General and administrative expense primarily includes executive compensation, benefits and travel expenses as well as costs of being a public company, including certain legal costs, audit fees, regulatory fees, and certain other professional fees. Simon Property Group Acquisition Holdings, Inc. The Company sponsored, through a wholly-owned subsidiary, a special purpose acquisition corporation, or SPAC, named Simon Property Group Acquisition Holdings, Inc. On February 18, 2021, the SPAC announced the pricing of its initial public offering, which was consummated on February 23, 2021, In December 2022, the SPAC was liquidated and dissolved, resulting in the recognition of a $10.2 million loss recorded in gain on disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income, representing our investment in the SPAC. New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, “Reference Rate Reform,” which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. Additional optional expedients, exceptions, and clarifications were created in ASU 2021-01. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, In November 2023, the FASB issued ASU 2023-07, “Segment Reporting,” which provides improvements to reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements and footnotes. In December 2023, the FASB issued ASU 2023-09, “Income Taxes,” which provides improvements to income tax disclosures by enhancing the transparency and decision usefulness of the material provided. The standard will be effective for us for the fiscal years beginning after December 15, 2024. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements and footnotes. 4. Real Estate Acquisitions and Dispositions We acquire interests in properties to generate both current income and long-term appreciation in value. We acquire interests in individual properties or portfolios of real estate companies that meet our investment criteria and sell properties which no longer meet our strategic criteria. Unless otherwise noted below, gains and losses on these transactions are included in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We capitalize asset acquisition costs and expense costs related to business combinations, as well 110 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during Our acquisition and disposition activity for the periods presented are as follows:
On 2022 Dispositions On June 17, 2022, we disposed of our interest in one consolidated retail property. The proceeds from this transaction were $59.0 million, resulting in a loss of $15.6 million. 2021 Dispositions During 2021, we recorded net gains of $176.8 million primarily related to disposition activity which included the foreclosure of
5. Per Share and Per Unit Data We determine basic earnings per share and basic earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share and diluted earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding combined with the incremental weighted average number of shares or units, as applicable, that would have been outstanding assuming all potentially dilutive securities were converted into shares of common stock or units, as applicable, at the earliest date possible. The following tables set forth the components of basic and diluted earnings per share and basic and diluted earnings per unit. Simon
For the year ended December 31, 111 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
The Operating Partnership
For the year ended December 31, The taxable nature of the dividends declared and Operating Partnership distributions declared for each of the years ended as indicated is summarized as follows:
6. Investments in Unconsolidated Entities and International Investments Real Estate Joint Ventures and Investments Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties and diversify our risk in a particular property or portfolio of properties. As discussed in Note 2, we held joint venture interests in Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner. We may provide financing to joint ventures primarily in the form of interest bearing construction loans. As of December 31,
During 2022, we recorded a non-cash gain of $19.9 million related to the disposition and foreclosure of two unconsolidated properties in satisfaction of the respective $99.6 million and $83.1 million non-recourse mortgage loans, which is included in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statement of operations and comprehensive income. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows. 112 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
During the fourth quarter of 2021, we disposed of our interest in an unconsolidated property resulting in a gain of $3.4 million which is included in (gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the consolidated statements of operations and comprehensive income. Our share of the proceeds from this transaction was $3.0 million.
During the second quarter of 2021, we sold our interest in Taubman Realty Group On The tables below represent summary financial information of
Other Platform Investments As of December 31,
During the fourth quarter of 113 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
During the fourth quarter of 2022, we sold to ABG all of our interests in the licensing venture of On July 1, 2021, we sold to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures for additional interests in ABG. As a result, in the third quarter of 2021, we recognized a non-cash pre-tax gain of $159.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net, representing the difference between the fair value of the interests received determined using Level 3 inputs and the carrying value of $102.7 million of the intellectual property licensing ventures less costs to sell. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $47.9 million. On December 20, 2021, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $18.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations. In connection with this transaction, we recorded tax expense of $8.0 million which is included in income and other tax expense in the consolidated statements of operations and comprehensive income. Subsequently, we acquired additional interests in ABG for cash consideration of $100.0 million. As of December 31, 2023, we own a 45% noncontrolling interest in Rue Gilt Groupe. On December 19, 2022, we completed the acquisition of a 50% noncontrolling legal ownership interest in Jamestown, a global real estate investment and asset management company, as well as separate interests in certain real estate and working capital, for total cash consideration of $173.4 million. In connection with this transaction our excess investment was primarily assigned to intangible assets and goodwill. 114 Simon Property Group, Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts The tables below represents combined summary financial information, after intercompany eliminations, of our other platform investments.
International Investments We conduct our international operations primarily through joint venture arrangements and account for the majority of these international joint venture investments using the equity method of accounting. European Investments At December 31,
During the year ended December 31, 115 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the During the year ended December 31, 2021, Klépierre elected to step-up the tax basis of certain assets in Italy, which triggered a one-time payment at a significantly reduced tax rate. As a result of the step-up in tax basis, a previously established deferred tax liability was reversed resulting in a non-cash gain, of which our share was $118.4 million.
We have an interest in a European investee that had interests in 12 Designer Outlet properties as of December 31, 2023, 11 Designer Outlet properties as of December 31, On January 1, 2021 our European investee gained control of Ochtrup Designer Outlets as a result of the expiration of certain participating rights held by a venture partner. This resulted in the consolidation of the property and related mortgage of $47.1 million, requiring a remeasurement of our previously held equity interest, which had a carrying value of $48.7 million, to fair value and the recognition of a non-cash gain of $3.7 million in earnings during the first quarter of 2021, which includes amounts reclassified from accumulated other comprehensive income (loss) related to the currency translation adjustment previously recorded on our investment. The non-cash gain is included in (loss) gain In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties. We also have minority interests in Value Retail PLC and affiliated entities, which own or have interests in and operate Asian Joint Ventures We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40%noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was Summary Financial Information
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts COMBINED BALANCE SHEETS
“Excess Investment” represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and has been determined to relate to the fair value of the investment properties, intangible assets, including goodwill, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of assets acquired, typically no greater than 40 years, the terms of the applicable leases, the estimated useful lives of the finite lived intangibles, and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities.
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts As of December 31,
This debt becomes due in installments over various terms extending through 2035 with interest rates ranging from
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts COMBINED STATEMENTS OF OPERATIONS
Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in Klépierre and TRG, as well as our other platform investments, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Unless otherwise noted, our share of the gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net is reflected within gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts 7. Indebtedness Our mortgages and unsecured indebtedness, excluding the impact of derivative instruments, consist of the following as of December 31:
General. Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of December 31, At December 31, Unsecured Debt At December 31, The Credit Facility
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
Borrowings under the Credit Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.
Borrowings under the Supplemental Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR. On December 31, The Operating Partnership also has available a Commercial Paper program of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes will be sold under customary terms in the U.S. and
Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership's other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities, and if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On December 31,
On January 11, 2022, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points, and $700 million with a fixed interest rate of 2.650%, 121 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts with maturity dates of January 11, 2024 and February 1, 2032, respectively. The proceeds were used to repay $1.05 billion outstanding under the Supplemental Facility on January 12, 2022. On November 16, 2022, the Operating Partnership drew €750.0 million ($779.0 million U.S. dollar equivalent) under the Supplemental Facility and used the proceeds on November 17, 2022 to repay €750.0 million ($777.1 million U.S. dollar equivalent) of senior unsecured notes at maturity. On January 10, 2023, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. These interest rate swaps were terminated in connection with the repayment of these borrowings on November 14, 2023. On March 8, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $650 million with a fixed interest rate 5.50%, and $650 million with a fixed interest rate of 5.85%, with maturity dates of March 8, 2033 and March 8, 2053, respectively. The Operating Partnership used a portion of the net proceeds of the offering to fund the optional redemption of its $500 million floating rate notes due January 2024 on March 13, 2023. On April 28, 2023 the Operating Partnership completed a borrowing of $180.0 million under the Credit Facility and subsequently unencumbered two properties. On June 1, 2023, the Operating Partnership completed the redemption, at par, of its $600 million 2.75% notes at maturity. On November 9, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a fixed interest rate of 6.25% and $500 million with a fixed interest rate of 6.65%, with maturity dates of January 15, 2034 and January 15, 2054, respectively. The proceeds were used to redeem, at par, its $600 million 3.75% notes at maturity on February 1, 2024. On November 14, 2023, the Operating Partnership completed the issuance of €750.0 million senior unsecured bonds ($808.0 million U.S. dollar equivalent) with a maturity date of November 14, 2026 and a fixed interest rate of 3.50%. The bonds are exchangeable into shares of Klépierre at the option of the holder of the bond at an initial common price of €27.2092. We may elect to settle the exchange with cash instead of shares. The proceeds were used to repay €750.0 million ($815.4 million U.S. dollar equivalent) outstanding under the Supplemental Facility on November 17, 2023. The exchangeable option within the bonds has been determined to meet the criteria for bifurcation as previously discussed in Note 3. Mortgage Debt Total mortgage indebtedness was $5.2 billion and $5.5 billion at December 31, 2023 and 2022, respectively.
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
Debt Maturity and Other Our scheduled principal repayments on indebtedness as of December 31,
Our cash paid for interest in each period, net of any amounts capitalized, was as follows:
Debt Issuance Costs Our debt issuance costs consist primarily of financing fees we incurred in order to obtain long-term financing. We record amortization of debt issuance costs on a straight-line basis over the terms of the respective loans or agreements. Details of those debt issuance costs as of December 31 are as follows:
We report amortization of debt issuance costs, amortization of premiums, and accretion of discounts as part of interest expense. We amortize debt premiums and discounts, which are included in mortgages and unsecured indebtedness, over the remaining terms of the related debt instruments. These debt premiums or discounts arise either at the time of the debt issuance or as part of purchase accounting for the fair value of debt assumed in acquisitions. The accompanying consolidated statements of operations and comprehensive income include amortization as follows:
Fair Value of Debt The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate the fair values of consolidated fixed-rate
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
8. Equity Simon’s Board of Directors is authorized to reclassify excess common stock into Holders of common stock are entitled to Common Stock and Unit Issuances and Repurchases During the year ended December 31, 2023, the Operating Partnership redeemed 114,241 units from eleven limited partners for $13.5 million. In On September 7, 2023, the Operating Partnership issued 1,725,000 units in connection with the acquisition of an additional 4% ownership interest in TRG, as discussed in Note 6. On May 9, 2022, Simon’s Board of Directors authorized a common stock repurchase plan commencing on May 16, 2022, or the Repurchase Program. Under the program, the Company may purchase up to $2.0 billion of its common stock during the two-year period ending May 16, 2024 in open market or privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company’s sole discretion. On February 8, 2024, Simon’s Board of Directors authorized a new common stock repurchase program which replaces the existing Repurchase Program immediately, where the Company may purchase up to $2.0 billion of its common stock over the next 24 months. During the year ended December 31, 2023, Simon purchased 1,273,733 shares at an average price of $110.38 per share. During the year ended December 31, 2022, Simon purchased
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
Temporary Equity Simon Simon classifies as temporary equity those securities for which there is the possibility that Simon could be required to redeem the security for cash irrespective of the probability of such a possibility. As a result, Simon classifies Limited Partners’ Preferred Interest in the Operating Partnership and Noncontrolling Redeemable Interests in Properties. The redemption features of the preferred units in the Operating Partnership contain provisions which could require the Operating Partnership to settle the redemption in cash. As a result, this series of preferred units in the Operating Partnership remains classified outside permanent equity. The remaining noncontrolling interests in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside Simon’s control, are accounted for as temporary equity. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded and presented within accumulated deficit in the consolidated statements of equity in the line issuance of unit equivalents and other. There were
following table summarizes the preferred units in the Operating Partnership and the amount of the noncontrolling redeemable interests in properties as of December 31.
7.50% Cumulative Redeemable Preferred Units. This series of preferred units accrues cumulative quarterly distributions at a rate of $7.50 annually. The preferred units are redeemable by the Operating Partnership upon the death of the survivor of the original holders, or the transfer of any preferred units to any person or entity other than the persons or entities entitled to the benefits of the original holder. The redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock at our election. In the event of the death of a holder of the preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the holder may require the Operating Partnership to redeem the preferred units at the same redemption price payable at the option of the Operating Partnership in either cash or shares of common stock. The Operating Partnership The Operating Partnership classifies as temporary equity those securities for which there is the possibility that the Operating Partnership could be required to redeem the security for cash, irrespective of the probability of such a possibility. As a result, the Operating Partnership classifies 125 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts Noncontrolling Redeemable Interests in Properties Redeemable instruments, which typically represent the remaining noncontrolling interests in a property or portfolio of properties, and which are redeemable at the option of the holder or in circumstances that may be outside our control, are accounted for as temporary equity. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within equity and are presented in the consolidated statements of equity in the line issuance of unit equivalents and other. There are
7.50% Cumulative Redeemable Preferred Units The 7.50% preferred units accrue cumulative quarterly distributions at a rate of $7.50 annually. We may redeem the preferred units upon the death of the survivor of the original holders, or the transfer of any preferred units to any person or entity other than the persons or entities entitled to the benefits of the original holder. The redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock of Simon at our election. In the event of the death of a holder of the 7.5% preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the holder may require the Operating Partnership to redeem the preferred units at the same redemption price payable at the Operating Partnership’s option in either cash or fully registered shares of common stock of Simon. Permanent Equity Simon Preferred Stock. Dividends on all series of preferred stock are calculated based upon the preferred stock’s preferred return multiplied by the preferred stock’s corresponding liquidation value. The Operating Partnership pays preferred distributions to Simon equal to the dividends Simon pays on the preferred stock issued. Series J 83/8% Cumulative Redeemable Preferred Stock. Dividends accrue quarterly at an annual rate of 83/8% per share. Simon can redeem this series, in whole or in part, on or after October 15, 2027 at a redemption price of $50.00 per share, plus accumulated and unpaid dividends. This preferred stock was issued at a premium of $7.5 million. The unamortized premium included in the carrying value of the preferred stock at December 31, The Operating Partnership Series J 83/8% Cumulative Redeemable Preferred Units. Distributions accrue quarterly at an annual rate of 83/8% per unit on the Series J 83/8% preferred units, or Series J preferred units. Simon owns all of the Series J preferred units which have the same economic rights and preferences of an outstanding series of Simon preferred stock. The Operating Partnership can redeem this series, in whole or in part, when Simon can redeem the related preferred stock, on and after October 15, 2027 at a redemption price of $50.00 per unit, plus accumulated and unpaid distributions. The Series J preferred units were issued at a premium of $7.5 million. The unamortized premium included in the carrying value of the 126 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts preferred units at December 31, Other Equity Activity The Simon Property Group, L.P. 2019 Stock Incentive Plan. This plan, or the 2019 Plan, provides for the grant of equity-based awards with respect to the equity of Simon in the form of incentive and nonqualified stock options to purchase shares, stock appreciation rights, restricted stock grants and performance-based awards. Options may be granted which are qualified as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code and options which are not so qualified. An aggregate of 8,000,000 shares of common stock have been reserved under the 2019 plan. The 2019 Plan is administered by the Compensation and Human Capital
Directors who are not also our employees or employees of our affiliates are eligible to receive awards under the 2019 plan. Each independent director receives an annual cash retainer of $110,000, and an annual restricted stock award with a grant date value of $175,000. Committee chairs receive annual retainers for the Company’s Audit, Compensation and Human Capital, and Governance and Nominating Restricted stock awards vest in full after one year. Once vested, the delivery of the shares of restricted stock (including reinvested dividends) is deferred under our Director Deferred Compensation Plan until the director retires, dies or becomes disabled or otherwise no longer serves as a director. The directors may vote and are entitled to receive dividends on the underlying shares; however, any dividends on the shares of restricted stock must be reinvested in shares of common stock and held in the Director Deferred Compensation Plan until the shares of restricted stock are delivered to the former director. Stock Based Compensation Our long-term incentive compensation awards under our
The grant date fair
127 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
2019 LTIP Program. In 2019, the Compensation and Human Capital Committee established and granted awards under the 2019 LTIP Program. Awards under the 2019 LTIP Program will be considered earned if the respective performance conditions (based upon Funds From Operations, or FFO, per share, and Objective Criteria Goals) and market condition (based on Relative TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement 2020 LTI Program. In 2020, the Compensation and Human Capital Committee established and granted awards under the 2020 LTI Program, which consisted of a one-time grant of 312,263 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $84.37 per share. One-third of these awards vested on each of January 1, 2022 and 2023, and the remaining awards vested on January 1, 2024. The grant date fair value of the awards of $26.3 million is being recognized as expense over the three-year vesting period. 2021 LTI Program. In 2021, the Compensation and Human Capital Committee established and granted awards under the 2021 LTI Program. Awards under the 2021 LTI Program took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals) and market conditions (based on Absolute TSR performance), as defined in the applicable
128 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts 2023 LTI Program. In the first quarter of 2023, the Compensation and Human Capital Committee established and granted awards under a 2023 Long-Term Incentive Program, or 2023 LTI Program. Awards under the 2023 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2023 LTI Program will vest on January 1, 2027. The 2023 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and The Compensation and Human Capital Committee approved LTIP unit grants as shown in the table below. The extent to which LTIP units were determined by the Compensation and Human Capital Committee to have been earned, and the aggregate grant date fair value, are as follows:
We recorded compensation expense, net of capitalization and forfeitures, related to LTIP programs of approximately $26.7 million, $24.7 million, and $24.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. Restricted Stock and Restricted Stock Units. The 2019 plan also provides for shares of restricted stock to be granted to certain employees at no cost to those employees, subject to achievement of individual performance and certain financial and return-based performance measures established by the Compensation and Human Capital Committee related to the most recent year’s performance. Once granted, the shares of restricted stock then vest annually over a three-year or a four-year period (as defined in the award). The cost of restricted stock grants, which is based upon the stock’s fair market value on the grant date, is recognized as expense ratably over the vesting period. Through December 31, 2023 a total of 5,858,453 shares of restricted stock, net of forfeitures, have been awarded under the 1998 plan, and 1,061,034 shares of restricted stock and RSUs have been awarded under the 2019 plan. Information regarding restricted stock awards is summarized in the following table for each of the years presented:
We also maintain a tax-qualified retirement 401(k) savings plan and offer no other post-retirement or post-employment benefits to our employees. 129 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts Exchange Rights Simon Limited partners in the Operating Partnership have the right to exchange all or any portion of their units for shares of common stock on a The Operating Partnership Limited partners have the right under the partnership agreement to exchange all or any portion of their units for shares of Simon common stock on a 9. Lease Income Fixed lease income under our operating leases includes fixed minimum lease consideration and fixed CAM reimbursements recorded on a straight-line basis. Variable lease income includes consideration based on sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items including negative variable lease income as discussed in Note 3.
Tenant receivables and accrued revenue in the accompanying consolidated balance sheets includes straight-line receivables of $535.8 million and $546.5 million at December 31, 2023 and 2022, respectively. Minimum fixed lease consideration under non-cancelable tenant operating leases for each of the next five years and thereafter, excluding variable lease consideration, as of December 31, 2023, is as follows:
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
10. Commitments and Contingencies Litigation We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.
Lease Commitments As of December 31,
Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts
Future minimum lease payments due under these leases for years ending December 31, excluding applicable extension options and renewal options unless reasonably certain of exercise and any sublease income, are as follows:
Insurance We maintain insurance coverage with third-party carriers who provide a portion of the coverage for specific layers of potential losses, including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United States as well as cyber coverage. The initial portion of coverage not provided by third-party carriers may be insured through our wholly-owned captive insurance company, or other financial arrangements controlled by us. If required, a third-party carrier has, in turn, agreed to provide evidence of coverage for this layer of losses under the terms and conditions of the carrier’s insurance policy with us. A similar insurance policy written either through our captive insurance company or other financial arrangements controlled by us also provides initial coverage for property insurance and certain windstorm risks.
We currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an “all risk” basis in the amount of up to $1 billion. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks where we operate could adversely affect our property values, revenues, consumer traffic and tenant sales. Hurricane Impacts During the
Guarantees of Indebtedness Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is non-recourse to us. As of December 31, 132 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts Concentration of Credit Risk Our U.S. Malls, Premium Outlets, and The Mills rely upon anchor tenants to attract customers; however, anchors do not contribute materially to our financial results as many anchors own their spaces. All material operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.
11. Related Party Transactions Transactions with Affiliates Our management company provides office space and legal, human resource administration, property specific financing and other support services to Melvin Simon & Associates, Inc., or MSA, a related party, for which we received a fee of $0.6 million in each of Transactions with Unconsolidated Joint Ventures As described in Note 2, our management company provides management, insurance, and other services to certain unconsolidated joint ventures. Amounts received for such services were $121.2 million, $112.1 million, and $102.1 million We have investments in retailers including J.C. Penney and SPARC Group, and these retailers are lessees at certain of our operating properties. Lease income from the date of our investments in our consolidated statements of operations and comprehensive income related to these retailers was 133 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Consolidated Financial Statements (Dollars in thousands, except share, per share, unit and per unit amounts 12. Quarterly Financial Data (Unaudited) Quarterly
134 Item 9. Changes in and Disagreements None. Item 9A. Controls and Procedures Simon Management's Evaluation of Disclosure Controls and Procedures Simon maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Simon’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met. Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Simon’s disclosure controls and procedures as of December 31, Management's Report on Internal Control Over Financial Reporting Simon is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, Simon’s principal executive and principal financial officers and effected by Simon’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We assessed the effectiveness of Simon’s internal control over financial reporting as of December 31, Attestation Report of the Registered Public Accounting Firm The audit report of Ernst & Young LLP on their assessment of Simon's internal control over financial reporting as of December 31, 135 Changes in Internal Control Over Financial Reporting During the year ended December 31, 2023, we implemented a new lease management application and a new financial reporting consolidation software application, both of which are intended to increase the efficiency and effectiveness of certain financial and business transaction processes. Neither implementation was a result of any identified deficiencies in the previous processes. With respect to internal controls over financial reporting, we have updated our controls, as necessary, to reflect the changes to our business processes and system environment. There have
The Operating Partnership Management's Evaluation of Disclosure Controls and Procedures The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including Simon’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met. Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures as of December 31, Management's Report on Internal Control Over Financial Reporting The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, Simon’s principal executive and principal financial officers and effected by Simon’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 136 Attestation Report of the Registered Public Accounting Firm The audit report of Ernst & Young LLP on their assessment of the Operating Partnership’s internal control over financial reporting as of December 31, Changes in Internal Control Over Financial Reporting During the year ended December 31, 2023, we implemented a new lease management application and a new financial reporting consolidation software application, both of which are intended to increase the efficiency and effectiveness of certain financial and business transaction processes. Neither implementation was a result of any identified deficiencies in the previous processes. With respect to internal controls over financial reporting, we have updated our controls, as necessary, to reflect the changes to our business processes and system environment. There have
Item 9B. Other Information During the fourth quarter of the year covered by this Annual Report on Form 10-K, the Audit Committee of Simon’s Board of Directors approved certain audit, audit-related and non-audit tax compliance and tax consulting services to be provided by Ernst & Young LLP, our independent registered public accounting firm. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act as added by Section 202 of the Sarbanes-Oxley Act of 2002. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s Item 11. Executive Compensation The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s Item 14. Principal Accountant Fees and Services The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s The Audit Committee of Simon's Board of Directors pre-approves all audit and permissible non-audit services to be provided by Ernst & Young LLP (PCAOB ID: 42), or Ernst & Young, Simon’s and the Operating Partnership’s independent registered public accounting firm, prior to commencement of services. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve specific services up to specified individual and aggregate fee amounts. These pre-approval decisions are presented to the full Audit Committee at the next scheduled meeting after such approvals are made. We have incurred fees as shown below for services from Ernst & Young as Simon’s and the Operating 137 Partnership’s independent registered public accounting firm and for services provided to our managed consolidated and joint venture properties and our consolidated non-managed properties. Ernst & Young has advised us that it has billed or will bill these indicated amounts for the following categories of services for the years ended December 31,
138 Part IV Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary None.
139 EXHIBIT INDEX
140
141
142
143
144
(a) Does not include supplemental indentures that authorize the issuance of debt securities series, none of which exceeds 10% of the total assets of Simon Property Group, L.P. on a consolidated basis. Simon Property Group, L.P. agrees to file copies of any such supplemental indentures upon the request of the Commission. * Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Simon Property Group, Inc., for itself and in its capacity as General Partner of Simon Property Group, L.P., and in the capacities and on the dates indicated.
SCHEDULE III Simon Property Group, Inc. Simon Property Group, L.P. Real Estate and Accumulated Depreciation December 31, (Dollars in thousands)
Simon Property Group, Inc. Simon Property Group, L.P. Real Estate and Accumulated Depreciation December 31, (Dollars in thousands)
149 Simon Property Group, Inc. Simon Property Group, L.P. Real Estate and Accumulated Depreciation December 31,
(Dollars in thousands)
Simon Property Group, Inc. Simon Property Group, L.P. Real Estate and Accumulated Depreciation December 31, (Dollars in thousands)
151 Simon Property Group, Inc. Simon Property Group, L.P. Real Estate and Accumulated Depreciation December 31, 2023 (Dollars in thousands)
152 Simon Property Group, Inc. Simon Property Group, L.P. Notes to Schedule III as of December 31, (Dollars in thousands)
The changes in real estate assets for the years ended December 31,
The unaudited aggregate cost of domestic consolidated real estate assets for U.S. federal income tax purposes as of December 31,
The changes in accumulated depreciation for the years ended December 31,
Depreciation of our investment in buildings and improvements reflected in the consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as noted below.
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