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SPG Simon Property

Filed: 21 Feb 20, 10:36am

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

SIMON PROPERTY GROUP, INC.

SIMON PROPERTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

Delaware
(Simon Property Group, Inc.)
Delaware
(Simon Property Group, L.P.)
(State of incorporation
or organization)

001-14469
(Simon Property Group, Inc.)
001-36110
(Simon Property Group, L.P.)
(Commission File No.)

04-6268599
(Simon Property Group, Inc.)
34-1755769
(Simon Property Group, L.P.)
(I.R.S. Employer
Identification No.)

225 West Washington Street
Indianapolis, Indiana 46204
(Address of principal executive offices) (ZIP Code)

(317636-1600
(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

Simon Property Group, L.P.

2.375% Senior Unsecured Notes due 2020

SPG/20

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). 

Simon Property Group, Inc. Yes  No

Simon Property Group, L.P. Yes  No

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

Simon Property Group, Inc. Yes  No

Simon Property Group, L.P. Yes  No

Indicate by check mark whether the Registrant 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 Registrant 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):

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 Registrant is a shell company (as defined in rule 12-b of the Act).

Simon Property Group, Inc. Yes  No

Simon Property Group, L.P. Yes  No

The aggregate market value of shares of common stock held by non-affiliates of Simon Property Group, Inc. was approximately $48,849 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2019.

As of January 31, 2020, Simon Property Group, Inc. had 306,860,960 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, 2019.  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 2020 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, 2019 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, 2019, Simon owned an approximate 86.8% ownership interest in the Operating Partnership, with the remaining 13.2% 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.

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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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, 2019, we owned or held an interest in 204 income-producing properties in the United States, which consisted of 106 malls, 69 Premium Outlets, 14 Mills, four lifestyle centers, and 11 other retail properties in 37 states and Puerto Rico. Internationally, as of December 31, 2019, we had ownership interests in 29 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada. As of December 31, 2019, we also owned a 22.2% 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 15 countries in Europe.

For a description of our operational strategies and developments in our business during 2019, 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.

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 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

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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 billion unsecured revolving credit facility, or Credit Facility. The Credit Facility’s initial borrowing capacity of $4.0 billion may be increased to $5.0 billion during its term. The initial maturity date of the Credit Facility is June 30, 2021 and can be extended for an additional year to June 30, 2022 at our sole option, subject to our continued compliance with the terms thereof. The base interest rate on the Credit Facility is LIBOR plus 77.5 basis points, with an additional facility fee of 10 basis points. The Operating Partnership also has a $3.5 billion supplemental unsecured revolving credit facility, or Supplemental Facility, and together with the Credit Facility, the Credit Facilities. 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 June 30, 2022 and can be extended for an additional year to June 30, 2023 at our sole option, subject to our continued compliance with the terms thereof. The base interest rate on the Supplemental Facility is LIBOR plus 77.5 basis points, with an additional facility fee of 10 basis points. The Credit Facilities provide for borrowings denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars.

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 either Credit Facility 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;

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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 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 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.

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 also have authority to repurchase or otherwise reacquire Simon’s shares, the Operating Partnership’s units, or any other securities. On February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan, 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.  Under the new program, the Company may purchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021.  Under the Repurchase Program, Simon may repurchase the shares in the open market, or in privately negotiated transactions. At December 31, 2019, we had remaining authority to repurchase $1.6 billion of common stock. Simon may also issue shares of its common stock, or

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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 which provide retailers with distribution options beyond existing brick and mortar retail properties. The existence of competitive alternatives 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; and
our marketing initiatives and consumer focused strategic corporate alliances.

Certain Activities

During the past three years, we have:

issued 617,143 shares of Simon common stock upon the exchange of units in the Operating Partnership;
issued 219,318 restricted shares of Simon common stock and 103,941 long-term incentive performance units, or LTIP units, net of forfeitures, under The Simon Property Group 1998 Stock Incentive Plan, as amended, or the 1998 Plan, and the Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan;
purchased 6,990,898 shares of Simon common stock in the open market for $1.1 billion pursuant to our Repurchase Programs;
issued 475,183 units in the Operating Partnership in exchange for the remaining interest in a former joint venture property;
redeemed 497,959 units in the Operating Partnership at an average price of $177.43 per unit in cash;
amended and extended the Supplemental Facility in February 2018 to further increase our borrowing capacity, extend its term and reduce its base interest rate;
amended and extended the Credit Facility in March 2017 to extend its term and reduce its base interest rate;
borrowed a maximum amount of $423.1 million under the Credit Facilities; the outstanding amount of borrowings under the Credit Facility as of December 31, 2019 was $125.0 million and no borrowings were outstanding under the Supplemental Facility;
increased the borrowing capacity of the Commercial Paper program from $1.0 billion to $2.0 billion in November 2018; the outstanding amount of Commercial Paper notes as of December 31, 2019 was $1.3 billion; and
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.

Employees

At December 31, 2019, we and our affiliates employed approximately 4,500 persons at various properties and offices throughout the United States, of which approximately 1,500 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, Indiana.

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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.

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 Committee 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 21, 2020.

Name

Age

Position

David Simon

58

Chairman of the Board, Chief Executive Officer and President

John Rulli

63

President of Malls and Chief Administrative Officer

Steven E. Fivel

59

General Counsel and Secretary

Brian J. McDade

40

Executive Vice President, Chief Financial Officer and Treasurer

Alexander L. W. Snyder

50

Assistant General Counsel and Assistant Secretary

Adam J. Reuille

45

Senior Vice President and Chief Accounting Officer

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. From 1988 to 1990, Mr. Simon was Vice President of Wasserstein Perella & Company. From 1985 to 1988, he was an Associate at First Boston Corp. He is the son of the late Melvin Simon and the nephew of Herbert Simon.

Mr. Rulli serves as Simon’s President of Malls and 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. Rulli was promoted to President of Malls in 2017.

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, Chief Financial Officer and Treasurer. 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 became Treasurer in 2014 and 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

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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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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.

Risks Relating to Retail Operations

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 retail tenants – means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation:

levels of consumer spending, changes in consumer confidence, income levels, and fluctuations in seasonal spending in the United States and internationally;
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 consumers;
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;
actual or perceived changes in national and international economic conditions, which can result from global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, natural disasters, war, epidemics and pandemics, the fear of spread of contagious diseases, civil unrest and terrorism, as well as from domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation and limited growth in consumer income;
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 redevelopments, replacing tenants or otherwise; and
changes in applicable laws and regulations, including tax, environmental, safety and zoning.

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.

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.

For example, among department stores and other national retailers — often referred to as “big box” stores — corporate merger or consolidation activity typically results in the closure of duplicate or geographically overlapping store

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locations. Further, sustained adverse pressure on the results of our 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, 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 current or future effective rents or expense recovery charges. Other tenants may be entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures.

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, and in recent years, a number of companies in the retail industry, including certain of our tenants, have declared 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 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.

Our properties compete with other forms of retailing such as e-commerce websites as well as other retail properties. 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. We could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. Competition may also come from a variety of other retail formats, such as malls, outlet centers, community/lifestyle centers, and other shopping centers, both existing and future development and redevelopment/expansion projects, as well as e-commerce. The presence of competitive alternatives affects our ability to lease space and puts downward pressure on the rents we can charge our tenants. New construction, redevelopments and expansions at competing sites could also negatively affect our properties.

We also compete with other major real estate investors and developers for attractive investment opportunities and prime development sites. Competition for the acquisition of existing properties and development sites may result in

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increased purchase prices and may adversely affect our ability to make attractive investments on favorable terms, or at all. In addition, we compete with other retail property companies for tenants and qualified management.

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) there has 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. 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 or renew leases and relet space at existing properties.

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. If we elect to pursue a “mixed use” 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 properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses. To the extent that our leasing goals are not achieved, we could be materially and adversely affected.

Risks Relating to Real Estate Investments and Operations

Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations.

As of December 31, 2019, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, and the United Kingdom. We also have an equity stake in Klépierre, a publicly traded European real estate company, which operates in 15 countries in Europe. Accordingly, our operating results and the value of our international operations may be impacted by any unhedged movements in the foreign 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 not eliminate foreign currency risk entirely.

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;
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;
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obstacles to the repatriation of earnings and cash; and
labor discord, political or civil unrest, acts of terrorism, epidemics and pandemics, the fear of spread of contagious diseases, or the threat of international boycotts.

Our international activities represented approximately 8.1% of consolidated net income and 9.3% of our net operating income, or NOI, for the year ended December 31, 2019. 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.

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. 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:

acquisition or construction costs of a project may be higher than projected, potentially making the project unfeasible or unprofitable;
development, redevelopment or expansions may take considerably longer than expected, delaying the commencement and amount of income from the property;
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; and
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 withheld.

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 Debt and the Financial Markets

We have a substantial debt burden that could affect our future operations.

As of December 31, 2019, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled $24.2 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,

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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.

Disruption in the capital and credit markets 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 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. 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. We cannot assure you that we will be able to obtain the financing we need for the future growth of our business 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.

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, 2019, we had approximately $865.1 million of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future. If interest rates increase, then so would 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.

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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, 2019, approximately 2.4% or $573 million of our debt outstanding was indexed to LIBOR. In July 2017, the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced its intention to stop compelling banks to submit rates for the calculation of LIBOR after 2021. Accordingly, there is considerable uncertainty regarding the publication of LIBOR beyond 2021. The Federal Reserve Board convened the Alternative Reference Rates Committee (“ARRC”) to identify a set of alternative reference rates for possible use as market benchmarks. Based on the ARRC’s recommendation, the Federal Reserve Bank of New York began publishing the Secured Overnight Financing Rate (“SOFR”) and two other alternative rates beginning in April 2018. Since then, certain derivative products and debt securities tied to SOFR have been introduced, and a number of industry groups are developing transition plans to SOFR as the new market benchmark.  

We are not able to predict whether LIBOR will actually cease to be available after 2021 or whether SOFR will become the market benchmark in its place. Any changes announced or adopted by the FCA or other authorities or institutions in the methods used for determining LIBOR or the transition from LIBOR to a successor benchmark may result in, among other things, a sudden or prolonged increase in LIBOR, a delay in the publication of LIBOR, higher interest obligations arising from such successor benchmark and changes in the rules or methodologies for determining LIBOR in the overall debt capital markets, which may discourage market participants from continuing to administer or to participate in variable rate debt tied to LIBOR or such successor benchmark. If LIBOR as determined in accordance with the terms of our particular debt is no longer available, whether before or after 2021, the interest rates on such debt would be determined using various alternative methods, any of which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if LIBOR was available in its current form. As a result, there can be no assurance that any of the aforementioned developments or changes 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:

Simon or any such subsidiary will not be allowed a deduction for distributions to stockholders in computing taxable income;
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Simon or any such subsidiary will be subject to corporate-level income tax on taxable income at the corporate rate;
Simon or any such Subsidiary REIT could be subject to the federal alternative minimum tax for taxable years prior to 2018; 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 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 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.

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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 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

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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.

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 Relating 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, 2019, we owned interests in 100 income-producing properties with other parties. Of those, 18 properties are included in our consolidated financial statements. We account for the other 82 properties, or the joint venture properties, as well as our investments in Klépierre (a publicly traded, Paris-based real estate company), Aéropostale, Authentic Brands Group, LLC, or ABG, HBS Global Properties, or HBS, and Rue Gilt Groupe, or RGG, using the equity

19

method of accounting. We serve as general partner or property manager for 57 of these 82 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, 21 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, and our joint ventures with Aéropostale, ABG, HBS, and RGG, 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.

These investments, and other future similar investments, also have the potential risk of creating impasses on 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, 2019, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $214.8 million (of which we have a right of recovery from our joint venture partners of $10.8 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 Matters

As owners of real estate, we can face liabilities for environmental contamination.

U.S. federal, state and local laws and regulations relating to the protection of the environment may require us, as a current or previous owner or operator of real property, to investigate and clean up hazardous or toxic substances or petroleum product releases at a property or at impacted neighboring properties. These laws often impose liability regardless of whether the property owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances, and under certain circumstances, this liability can be joint and several such that one party is held responsible for the entire obligation. These laws and regulations also may require the abatement or removal of asbestos containing materials and other hazardous building materials in the event of damage, demolition or renovation, reconstruction or expansion of a property and also govern emissions of and exposure to asbestos fibers in the air. Those laws and regulations also govern the installation, maintenance and removal of underground storage tanks used to store waste oils or other petroleum products. 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). We may be subject to regulatory action in connection with any such laws and regulations and may also be held liable to third parties for personal injury or property damage incurred by the parties in connection with any such hazardous or toxic 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.

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Our efforts to identify environmental liabilities may not be successful.

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:

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.

We face risks associated with climate change.

To the extent climate change causes changes in weather patterns, our properties in certain markets could experience increases in storm intensity and rising sea levels. Over time, these conditions could result in 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. 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.

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 or tsunamis. The occurrence of natural disasters 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.

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. The initial portion of coverage 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 us.

21

We face risks associated with security breaches through cyberattacks, 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 and due to a rise in the number, intensity, and sophistication of attempted attacks globally. 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.

Our success depends, in part, on our ability to attract and retain talented employees, and 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, and our ability to attract, retain and motivate talented employees 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 and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons could have a material adverse effect on us.

Provisions in Simon’s charter and bylaws 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 is determined by the lower of the number of outstanding shares, voting power or value controlled. Simon’s Board of Directors may, by majority vote, permit exceptions to those levels in circumstances where Simon’s Board of Directors 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 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.

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The United Kingdom’s departure from the European Union could have a material adverse effect on us.

Following a national referendum and enactment of legislation by the government of the United Kingdom, the United Kingdom formally withdrew from the European Union on January 31, 2020 and entered into a transition period during which it will continue its ongoing and complex negotiations with the European Union relating to the future trading relationship between the parties.  Significant political and economic uncertainty remains about whether the terms of the relationship will differ materially from the terms before withdrawal, as well as about the possibility that a so-called “no deal” separation will occur if negotiations are not completed by the end of the transition period.  

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital.  Any of these factors could have a material adverse effect on our business, financial condition and results of operations and reduce the price of our securities.

We currently hold, and may acquire additional, equity interests in properties located in the United Kingdom and Europe, as well as other investments that are denominated in Pounds Sterling and Euro. In addition, our Operating Partnership and its subsidiaries have issued, and may issue in the future, senior unsecured notes denominated in Euro. Any of the effects of Brexit described above, and others we cannot anticipate, could have a material adverse effect on us, including the value of our properties and investments and our potential growth in Europe, as well as on our tenants’ businesses, and could amplify the currency risks faced by us.

Any failure to comply with anti-corruption laws and regulations could materially and adversely affect us.

We are subject to laws concerning our business operations and marketing activities in foreign countries where we conduct business. For example, we are subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, which generally prohibits U.S. companies or persons and any individuals or entities acting on their behalf from offering or making improper payments or providing benefits to foreign officials for the purpose of obtaining or keeping business. We are also subject to various other anti-bribery, anti-corruption and international trade laws in the U.S. and certain foreign countries, such as the U.K. Bribery Act. There is a risk that our employees, business partners and other third parties could violate these laws, and we could be sanctioned or held liable for actions taken by our employees, business partners and other third parties with respect to our business. Any allegations, settlements or violations regarding such laws could negatively impact our reputation, and we could incur significant expenses in investigating any potential violation and face severe criminal or civil sanctions and/or fines as a result of violations or settlements, any of which could materially and adversely affect us.  

Item 1B.  Unresolved Staff Comments

None.

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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 181.2 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 106 malls are generally enclosed centers and range in size from approximately 260,000 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 900,000 square feet of GLA. The Premium Outlets are generally located within a close proximity to major metropolitan areas and/or tourist destinations.

The 14 properties in The Mills generally range in size from 1.2 million to 2.3 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional mall, outlet center, and big box retailers and entertainment uses.

We also have interests in four lifestyle centers and 11 other retail properties. The lifestyle centers range in size from 170,000 to 930,000 square feet of GLA. The other retail properties range in size from approximately 160,000 to 850,000 square feet of GLA and are considered non-core to our business model.

As of December 31, 2019, approximately 95.1% of the owned GLA in malls and Premium Outlets was leased and approximately 97.0% of the owned GLA for The Mills was leased.

We wholly own 133 of our properties, effectively control 12 properties in which we have a joint venture interest, and hold the remaining 59 properties through unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 200 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.

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Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

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, 2019.

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

 

87.6

473,990

 

Belk, JCPenney, Sears (13), AMC Cinemas

2.

Auburn Mall

 

MA

 

Auburn

 

Fee

 

56.4

% (4)

Acquired 1999

 

97.0

584,602

 

Macy's, Sears (13), Reliant Medical Group

3.

Aventura Mall (1)

 

FL

 

Miami Beach (Miami)

 

Fee

 

33.3

% (4)

Built 1983

 

94.4

2,127,254

 

Bloomingdale's, Macy's (8), JCPenney, Nordstrom, Equinox Fitness Clubs, AMC Theatres

4.

Barton Creek Square

 

TX

 

Austin

 

Fee

 

100.0

%

Built 1981

 

98.2

1,452,408

 

Nordstrom, Macy's, Dillard's (8), JCPenney, AMC Theatre

5.

Battlefield Mall

 

MO

 

Springfield

 

Fee and Ground Lease (2056)

 

100.0

%

Built 1970

 

91.5

1,201,828

 

Macy's, Dillard's (8), JCPenney, Sears

6.

Bay Park Square

 

WI

 

Green Bay

 

Fee

 

100.0

%

Built 1980

 

96.0

680,542

 

Kohl's, Marcus Cinema 16, Dave & Buster's (6)

7.

Brea Mall

 

CA

 

Brea (Los Angeles)

 

Fee

 

100.0

%

Acquired 1998

 

93.5

1,319,214

 

Nordstrom, Macy's (8), JCPenney, LifeTime (6), (6)

8.

Briarwood Mall

 

MI

 

Ann Arbor

 

Fee

 

50.0

% (4)

Acquired 2007

 

98.9

977,987

 

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

 

85.6

476,251

 

Saks Fifth Avenue, Cinemex, EAST Miami Hotel (15), La Centrale

10.

Broadway Square

 

TX

 

Tyler

 

Fee

 

100.0

%

Acquired 1994

 

98.8

604,870

 

Dillard's, JCPenney, Dick's Sporting Goods (6), HomeGoods (6), Party City (6)

11.

Burlington Mall

 

MA

 

Burlington (Boston)

 

Fee and Ground Lease (2026) (7)

 

100.0

%

Acquired 1998

 

96.0

1,138,385

 

Macy's, Lord & Taylor, Nordstrom, Crate & Barrel, Primark, Arhaus Furniture

12.

Cape Cod Mall

 

MA

 

Hyannis

 

Fee and Ground Leases (2029-2073) (7)

 

56.4

% (4)

Acquired 1999

 

92.6

707,681

 

Macy's (8), Best Buy, Marshalls, Barnes & Noble, Regal Cinema, Target, Dick's Sporting Goods (6), Planet Fitness

13.

Castleton Square

 

IN

 

Indianapolis

 

Fee

 

100.0

%

Built 1972

 

95.6

1,384,718

 

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

 

99.2

1,244,344

 

Macy's, Dillard's (8), JCPenney, Sears, Cinemark Theatres

15.

Coconut Point

 

FL

 

Estero

 

Fee

 

50.0

% (4)

Built 2006

 

87.5

1,204,901

 

Dillard's, Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Office Max, PetSmart, Ross, T.J. Maxx, Hollywood Theatres, Super Target, Michael's, Total Wine & More, Tuesday Morning, JoAnn Fabrics, 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

 

85.5

609,768

 

Macy's, Target, Dick's Sporting Goods, Bed Bath & Beyond, Ulta, Fresh Thyme

17.

Columbia Center

 

WA

 

Kennewick

 

Fee

 

100.0

%

Acquired 1987

 

91.1

806,481

 

Macy's (8), JCPenney, Barnes & Noble, DSW, Home Goods, Dick's Sporting Goods

18.

Copley Place

 

MA

 

Boston

 

Fee

 

94.4

% (11)

Acquired 2002

 

96.2

1,264,047

 

Neiman Marcus, Barneys New York (13), Boston Marriott Copley Place (15), The Westin Copley Place (15)

19.

Coral Square

 

FL

 

Coral Springs (Miami)

 

Fee

 

97.2

%

Built 1984

 

92.9

943,940

 

Macy's (8), JCPenney, Sears, Kohl's

20.

Cordova Mall

 

FL

 

Pensacola

 

Fee

 

100.0

%

Acquired 1998

 

96.4

927,148

 

Dillard's, Belk, Best Buy, Bed Bath & Beyond, Cost Plus World Market, Ross, Dick's Sporting Goods

21.

Crystal Mall

 

CT

 

Waterford

 

Fee

 

78.2

% (4)

Acquired 1998

 

83.4

782,704

 

Macy's, JCPenney, Bed Bath & Beyond, Christmas Tree Shops

22.

Dadeland Mall

 

FL

 

Miami

 

Fee

 

50.0

% (4)

Acquired 1997

 

98.6

1,488,746

 

Saks Fifth Avenue, Nordstrom, Macy's (8), JCPenney, AC Hotel by Marriott (6)

23.

Del Amo Fashion Center

 

CA

 

Torrance (Los Angeles)

 

Fee

 

50.0

% (4)

Acquired 2007

 

89.2

2,518,899

 

Nordstrom, Macy's (8), JCPenney, Sears, Marshalls, Barnes & Noble, JoAnn Fabrics, AMC Theatres, Dick's Sporting Goods, Dave & Buster's, Mitsuwa Marketplace (6)

24.

Domain, The

 

TX

 

Austin

 

Fee

 

100.0

%

Built 2006

 

93.5

1,236,238

 

Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, (16)

25.

Dover Mall

 

DE

 

Dover

 

Fee and Ground Lease (2041) (7)

 

68.1

% (4)

Acquired 2007

 

89.0

927,245

 

Macy's, JCPenney, Boscov's, AMC Cinemas, Dick's Sporting Goods

26.

Emerald Square

 

MA

 

North Attleboro (Providence, RI)

 

Fee

 

56.4

% (4)

Acquired 1999

 

84.6

1,022,293

 

Macy's (8), JCPenney, Sears

27.

Empire Mall

 

SD

 

Sioux Falls

 

Fee and Ground Lease (2033) (7)

 

100.0

%

Acquired 1998

 

94.6

1,124,707

 

Macy's, JCPenney, Gordmans, Hy-Vee, Dick's Sporting Goods

28.

Falls, The

 

FL

 

Miami

 

Fee

 

50.0

% (4)

Acquired 2007

 

98.4

831,327

 

Bloomingdale's (13), Macy's, Regal Cinema, The Fresh Market

25

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

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

29.

Fashion Centre at Pentagon City, The

 

VA

 

Arlington (Washington, DC)

 

Fee

 

42.5

% (4)

Built 1989

 

96.9

1,037,258

 

Nordstrom, Macy's, The Ritz-Carlton (15)

30.

Fashion Mall at Keystone, The

 

IN

 

Indianapolis

 

Fee and Ground Lease (2067) (7)

 

100.0

%

Acquired 1997

 

96.1

716,548

 

Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema

31.

Fashion Valley

 

CA

 

San Diego

 

Fee

 

50.0

% (4)

Acquired 2001

 

96.9

1,724,929

 

Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres, Forever 21

32.

Firewheel Town Center

 

TX

 

Garland (Dallas)

 

Fee

 

100.0

%

Built 2005

 

94.0

995,914

 

Dillard's, Macy's, Barnes & Noble, DSW, Cost Plus World Market (13), AMC Theatres, Dick's Sporting Goods, Fairfield Inn by Marriott (14), (16)

33.

Florida Mall, The

 

FL

 

Orlando

 

Fee

 

50.0

% (4)

Built 1986

 

96.3

1,725,988

 

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)

34.

Forum Shops at Caesars Palace, The

 

NV

 

Las Vegas

 

Ground Lease (2050)

 

100.0

%

Built 1992

 

98.2

667,468

 

Caesars Palace Las Vegas Hotel and Casino (15)

35.

Galleria, The

 

TX

 

Houston

 

Fee

 

50.4

% (4)

Acquired 2002

 

93.7

2,017,207

 

Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's, The Westin Galleria (15), The Westin Oaks (15), Life Time Tennis

36.

Greenwood Park Mall

 

IN

 

Greenwood (Indianapolis)

 

Fee

 

100.0

%

Acquired 1979

 

97.5

1,288,862

 

Macy's, Von Maur, JCPenney, Dick's Sporting Goods, Barnes & Noble, Regal Cinema, Dave & Buster's (6)

37.

Haywood Mall

 

SC

 

Greenville

 

Fee and Ground Lease (2067) (7)

 

100.0

%

Acquired 1998

 

97.9

1,237,536

 

Macy's, Dillard's, JCPenney, Sears, Belk

38.

Ingram Park Mall

 

TX

 

San Antonio

 

Fee

 

100.0

%

Built 1979

 

91.6

1,125,086

 

Dillard's, Macy's, JCPenney

39.

King of Prussia

 

PA

 

King of Prussia (Philadelphia)

 

Fee

 

100.0

%

Acquired 2003

 

96.6

2,669,573

 

Neiman Marcus, Bloomingdale's, Nordstrom, Lord & Taylor, Macy's, Arhaus Furniture, Dick's Sporting Goods, Primark

40.

La Plaza Mall

 

TX

 

McAllen

 

Fee and Ground Lease (2040) (7)

 

100.0

%

Built 1976

 

96.4

1,313,115

 

Macy's (8), Dillard's, JCPenney, CUT! by Cinemark (6)

41.

Lakeline Mall

 

TX

 

Cedar Park (Austin)

 

Fee

 

100.0

%

Built 1995

 

95.2

1,099,657

 

Dillard's (8), Macy's, JCPenney, AMC Theatres

42.

Lehigh Valley Mall

 

PA

 

Whitehall

 

Fee

 

50.0

% (4)

Acquired 2003

 

97.2

1,190,538

 

Macy's, JCPenney, Boscov's, Barnes & Noble, Michael's (6), Dave & Buster's (6)

43.

Lenox Square

 

GA

 

Atlanta

 

Fee

 

100.0

%

Acquired 1998

 

96.5

1,557,079

 

Neiman Marcus, Bloomingdale's, Macy's, JW Marriott (15)

44.

Livingston Mall

 

NJ

 

Livingston (New York)

 

Fee

 

100.0

%

Acquired 1998

 

90.4

968,882

 

Macy's, Lord & Taylor, Sears, Barnes & Noble

45.

Mall at Rockingham Park, The

 

NH

 

Salem (Boston)

 

Fee

 

28.2

% (4)

Acquired 1999

 

98.9

1,064,875

 

JCPenney, Macy's, Lord & Taylor, Dick's Sporting Goods, Cinemark Theatre

46.

Mall at Tuttle Crossing, The

 

OH

 

Dublin (Columbus)

 

Fee

 

50.0

% (4)

Acquired 2007

 

91.6

1,119,920

 

Macy's, JCPenney, Scene 75

47.

Mall of Georgia

 

GA

 

Buford (Atlanta)

 

Fee

 

100.0

%

Built 1999

 

96.1

1,853,663

 

Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Havertys Furniture, Regal Cinema, Von Maur

48.

Mall of New Hampshire, The

 

NH

 

Manchester

 

Fee and Ground Lease (2024-2027) (7)

 

56.4

% (4)

Acquired 1999

 

97.3

804,828

 

Macy's, JCPenney, Best Buy, Dick's Sporting Goods, Dave & Buster's (6)

49.

McCain Mall

 

AR

 

N. Little Rock

 

Fee

 

100.0

%

Built 1973

 

94.1

793,612

 

Dillard's, JCPenney, Sears (13), Regal Cinema

50.

Meadowood Mall

 

NV

 

Reno

 

Fee

 

50.0

% (4)

Acquired 2007

 

96.5

928,924

 

Macy's (8), JCPenney, Dick's Sporting Goods, Crunch Fitness, Round 1

51.

Menlo Park Mall

 

NJ

 

Edison (New York)

 

Fee

 

100.0

%

Acquired 1997

 

94.6

1,331,788

 

Nordstrom, Macy's, Barnes & Noble, AMC Dine-In Theatre

52.

Miami International Mall

 

FL

 

Miami

 

Fee

 

47.8

% (4)

Built 1982

 

97.6

1,083,592

 

Macy's (8), JCPenney, Kohl's

53.

Midland Park Mall

 

TX

 

Midland

 

Fee

 

100.0

%

Built 1980

 

99.6

643,702

 

Dillard's (8), JCPenney, Bealls (13), Ross, Dick's Sporting Goods (6)

54.

Miller Hill Mall

 

MN

 

Duluth

 

Fee

 

100.0

%

Built 1973

 

97.6

831,453

 

JCPenney, Barnes & Noble, DSW, Dick's Sporting Goods, Essentia Health

55.

Montgomery Mall

 

PA

 

North Wales (Philadelphia)

 

Fee

 

79.4

%

Acquired 2003

 

80.7

1,101,907

 

Macy's, JCPenney, Sears (13), Dick's Sporting Goods, Wegmans

56.

North East Mall

 

TX

 

Hurst (Dallas)

 

Fee

 

100.0

%

Built 1971

 

97.2

1,667,775

 

Nordstrom (13), Dillard's, Macy's, JCPenney, Dick's Sporting Goods, Rave Theatre

57.

Northgate

 

WA

 

Seattle

 

Fee

 

100.0

%

Acquired 1987

 

(17)

1,045,724

(17)

Barnes & Noble, Bed Bath & Beyond, DSW, Nordstrom Rack, NHL Seattle (6)

26

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

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

58.

Northshore Mall

 

MA

 

Peabody (Boston)

 

Fee

 

56.4

% (4)

Acquired 1999

 

92.1

1,503,800

 

JCPenney, Nordstrom, Macy's (8), Barnes & Noble, Shaw's Grocery, The Container Store, Tesla Sales and Service (6), Life Time Athletic (6)

59.

Ocean County Mall

 

NJ

 

Toms River (New York)

 

Fee

 

100.0

%

Acquired 1998

 

94.9

859,498

 

Macy's, Boscov's, JCPenney, LA Fitness (6), HomeSense (6), Ulta (6)

60.

Orland Square

 

IL

 

Orland Park (Chicago)

 

Fee

 

100.0

%

Acquired 1997

 

98.2

1,229,928

 

Macy's, JCPenney, Dave & Buster's, AMC Theatre (6), Von Maur

61.

Oxford Valley Mall

 

PA

 

Langhorne (Philadelphia)

 

Fee

 

85.5

%

Acquired 2003

 

93.2

1,338,633

 

Macy's, JCPenney, United Artists Theatre

62.

Penn Square Mall

 

OK

 

Oklahoma City

 

Ground Lease (2060)

 

94.5

%

Acquired 2002

 

99.0

1,083,753

 

Macy's, Dillard's (8), JCPenney, AMC Theatres, The Container Store

63.

Pheasant Lane Mall

 

NH

 

Nashua

 

-

 

% (12)

Acquired 2002

 

98.8

979,555

 

JCPenney, Sears (13), Target, Macy's, Dick's Sporting Goods

64.

Phipps Plaza

 

GA

 

Atlanta

 

Fee

 

100.0

%

Acquired 1998

 

97.1

788,410

 

Saks Fifth Avenue, Nordstrom, AMC Theatres, Arhaus Furniture, Legoland Discovery Center, AC Hotel by Marriott, Life Time Athletic (6), Life Time Work (6), Pinstripes (6), Nobu Hotel and Restaurant (6), (16)

65.

Plaza Carolina

 

PR

 

Carolina (San Juan)

 

Fee

 

100.0

%

Acquired 2004

 

84.3

1,158,376

 

JCPenney, Sears, Tiendas Capri, Econo, Best Buy (13), T.J. Maxx, Caribbean Cinemas

66.

Prien Lake Mall

 

LA

 

Lake Charles

 

Fee and Ground Lease (2040) (7)

 

100.0

%

Built 1972

 

94.4

842,677

 

Dillard's, JCPenney, Cinemark Theatres, Kohl's, Dick's Sporting Goods, T.J. Maxx/HomeGoods

67.

Quaker Bridge Mall

 

NJ

 

Lawrenceville

 

Fee

 

50.0

% (4)

Acquired 2003

 

96.2

1,081,265

 

Macy's, Lord & Taylor, JCPenney

68.

Rockaway Townsquare

 

NJ

 

Rockaway (New York)

 

Fee

 

100.0

%

Acquired 1998

 

92.8

1,246,417

 

Macy's, Lord & Taylor, JCPenney, Sears, Raymour & Flanigan

69.

Roosevelt Field

 

NY

 

Garden City (New York)

 

Fee and Ground Lease (2090) (7)

 

100.0

%

Acquired 1998

 

96.8

2,345,983

 

Bloomingdale's, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, AMC Entertainment, XSport Fitness, Neiman Marcus, Residence Inn by Marriott (6)

70.

Ross Park Mall

 

PA

 

Pittsburgh

 

Fee

 

100.0

%

Built 1986

 

97.0

1,061,790

 

JCPenney, Nordstrom, L.L. Bean, Macy's (8), Crate & Barrel

71.

Santa Rosa Plaza

 

CA

 

Santa Rosa

 

Fee

 

100.0

%

Acquired 1998

 

87.0

692,050

 

Macy's, Forever 21

72.

Shops at Chestnut Hill, The

 

MA

 

Chestnut Hill (Boston)

 

Fee

 

94.4

%

Acquired 2002

 

96.9

470,073

 

Bloomingdale's (8)

73.

Shops at Clearfork, The

 

TX

 

Fort Worth

 

Fee

 

45.0

% (4)

Built 2017

 

89.5

550,029

 

Neiman Marcus, Arhaus Furniture, AMC Theatre, Pinstripes,

74.

Shops at Crystals, The

 

NV

 

Las Vegas

 

Fee

 

50.0

% (4)

Acquired 2016

 

97.3

300,381

 

Aria Resort and Casino (15)

75.

Shops at Nanuet, The

 

NY

 

Nanuet

 

Fee

 

100.0

%

Redeveloped 2013

 

92.4

757,927

 

Regal Cinema, 24 Hour Fitness, At Home (6)

76.

Shops at Mission Viejo, The

 

CA

 

Mission Viejo (Los Angeles)

 

Fee

 

51.0

% (4)

Built 1979

 

95.9

1,253,995

 

Nordstrom, Macy's (8)

77.

Shops at Riverside, The

 

NJ

 

Hackensack (New York)

 

Fee

 

100.0

%

Acquired 2007

 

94.7

694,434

 

Bloomingdale's, Barnes & Noble, Arhaus Furniture, AMC Theatre

78.

Smith Haven Mall

 

NY

 

Lake Grove (New York)

 

Fee

 

25.0

% (4) (2)

Acquired 1995

 

95.9

1,295,843

 

Macy's (8), Sears, Dick's Sporting Goods, Barnes & Noble, L.L. Bean

79.

Solomon Pond Mall

 

MA

 

Marlborough (Boston)

 

Fee

 

56.4

% (4)

Acquired 1999

 

95.0

886,479

 

Macy's, JCPenney, Sears, Regal Cinema

80.

South Hills Village

 

PA

 

Pittsburgh

 

Fee

 

100.0

%

Acquired 1997

 

96.0

1,128,101

 

Macy's (8), Barnes & Noble, AMC Cinemas, Dick's Sporting Goods, Target, DSW, Ulta

81.

South Shore Plaza

 

MA

 

Braintree (Boston)

 

Fee

 

100.0

%

Acquired 1998

 

95.6

1,590,390

 

Macy's, Lord & Taylor, Sears, Nordstrom, Target, Primark

82.

Southdale Center

 

MN

 

Edina (Minneapolis)

 

Fee

 

100.0

%

Acquired 2007

 

89.1

1,246,585

 

Macy's, AMC Theatres, Dave & Buster's, Restoration Hardware, Life Time Athletic, Life Time Work/Sport, Homewood Suites by Hilton, (16)

83.

SouthPark

 

NC

 

Charlotte

 

Fee and Ground Lease (2040) (9)

 

100.0

%

Acquired 2002

 

100.0

1,684,152

 

Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel, The Container Store, Reid's Fine Foods & Wine Bar (15), (16)

84.

Southridge Mall

 

WI

 

Greendale (Milwaukee)

 

Fee

 

100.0

%

Acquired 2007

 

91.9

1,221,169

 

JCPenney, Macy's, Marcus Cinema, Dick's Sporting Goods, Round 1, TJ Maxx

85.

Springfield Mall (1)

 

PA

 

Springfield (Philadelphia)

 

Fee

 

50.0

% (4)

Acquired 2005

 

91.9

610,180

 

Macy's, Target

86.

Square One Mall

 

MA

 

Saugus (Boston)

 

Fee

 

56.4

% (4)

Acquired 1999

 

93.9

930,295

 

Macy's, Sears, Best Buy, T.J. Maxx N More, Dick's Sporting Goods

27

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

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

87.

St. Charles Towne Center

 

MD

 

Waldorf (Washington, DC)

 

Fee

 

100.0

%

Built 1990

 

89.7

980,344

 

Macy's (8), JCPenney, Sears, Kohl's, Dick Sporting Goods, AMC Theatres

88.

St. Johns Town Center

 

FL

 

Jacksonville

 

Fee

 

50.0

% (4)

Built 2005

 

98.2

1,390,687

 

Nordstrom, Dillard's, Arhaus Furniture, Dick's Sporting Goods, Barnes & Noble, Restoration Hardware (6), Pinstripes (6), Homewood Suites by Hilton (15),

 

Target, Ashley Furniture Home Store, Ross, Staples (13), DSW, JoAnn Fabrics, PetsMart

89.

Stanford Shopping Center

 

CA

 

Palo Alto (San Jose)

 

Ground Lease (2064)

 

94.4

% (11)

Acquired 2003

 

99.8

1,288,163

 

Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Crate and Barrel, The Container Store, Restoration Hardware (6)

90.

Stoneridge Shopping Center

 

CA

 

Pleasanton (San Francisco)

 

Fee

 

49.9

% (4)

Acquired 2007

 

97.9

1,299,686

 

Macy's (8), Nordstrom, JCPenney, Arhaus Furniture (6)

91.

Summit Mall

 

OH

 

Akron

 

Fee

 

100.0

%

Built 1965

 

90.6

777,524

 

Dillard's (8), Macy's

92.

Tacoma Mall

 

WA

 

Tacoma (Seattle)

 

Fee

 

100.0

%

Acquired 1987

 

93.5

1,239,523

 

Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, Marcus Cinema (6), Nordstrom Rack (6), Total Wine and More (6), Ulta (6)

93.

Tippecanoe Mall

 

IN

 

Lafayette

 

Fee

 

100.0

%

Built 1973

 

89.9

863,719

 

Macy's, JCPenney, Kohl's, Dick's Sporting Goods

94.

Town Center at Boca Raton

 

FL

 

Boca Raton (Miami)

 

Fee

 

100.0

%

Acquired 1998

 

99.1

1,778,727

 

Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Crate & Barrel, The Container Store, Joseph's Classic Market (6), Arhaus Furniture (6)

95.

Town Center at Cobb

 

GA

 

Kennesaw (Atlanta)

 

Fee

 

100.0

%

Acquired 1998

 

95.5

1,281,736

 

Belk, Macy's (8), JCPenney, Sears

96.

Towne East Square

 

KS

 

Wichita

 

Fee

 

100.0

%

Built 1975

 

99.0

1,145,109

 

Dillard's, Von Maur, JCPenney, Round 1 (6)

97.

Treasure Coast Square

 

FL

 

Jensen Beach

 

Fee

 

100.0

%

Built 1987

 

92.9

876,113

 

Macy's, Dillard's, JCPenney, Regal Cinema

98.

Tyrone Square

 

FL

 

St. Petersburg (Tampa)

 

Fee

 

100.0

%

Built 1972

 

94.0

960,215

 

Macy's, Dillard's, JCPenney, DSW, Cobb 10 Luxury Theatres, Dick's Sporting Goods, Lucky's Market, PetSmart

99.

University Park Mall

 

IN

 

Mishawaka

 

Fee

 

100.0

%

Built 1979

 

95.6

918,532

 

Macy's, JCPenney, Barnes & Noble

100.

Walt Whitman Shops

 

NY

 

Huntington Station (New York)

 

Fee and Ground Lease (2032) (7)

 

100.0

%

Acquired 1998

 

98.8

1,084,455

 

Saks Fifth Avenue, Bloomingdale’s, Lord & Taylor, Macy’s

101.

West Town Mall

 

TN

 

Knoxville

 

Fee and Ground Lease (2042)

 

50.0

% (4)

Acquired 1991

 

98.7

1,281,469

 

Belk (8), Dillard’s, JCPenney, Regal Cinebarre Theatre, Dick's Sporting Goods (6)

102.

Westchester, The

 

NY

 

White Plains (New York)

 

Fee

 

40.0

% (4)

Acquired 1997

 

94.6

809,360

 

Neiman Marcus, Nordstrom, Crate and Barrel

103.

White Oaks Mall

 

IL

 

Springfield

 

Fee

 

80.7

%

Built 1977

 

79.5

925,382

 

Macy's, Dick's Sporting Goods, LA Fitness, Michael's

104.

Wolfchase Galleria

 

TN

 

Memphis

 

Fee

 

94.5

%

Acquired 2002

 

97.0

1,151,500

 

Macy's, Dillard's, JCPenney, Malco Theatres, Courtyard by Marriott (14)

105.

Woodfield Mall

 

IL

 

Schaumburg (Chicago)

 

Fee

 

50.0

% (4)

Acquired 2012

 

95.8

2,154,882

 

Nordstrom, Macy's, Lord & Taylor, JCPenney, Sears, Arhaus Furniture, PAC-MAN Entertainment

106.

Woodland Hills Mall

 

OK

 

Tulsa

 

Fee

 

94.5

%

Acquired 2002

 

94.0

1,097,833

 

Macy's, Dillard's, JCPenney, Holiday Inn Express (15), Courtyard by Marriott (15)

Total Mall GLA

119,807,048

(18)

28

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

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

 

80.4

429,553

 

Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, The North Face, Under Armour

2.

Allen Premium Outlets

 

TX

 

Allen (Dallas)

 

Fee

 

100.0

%

Acquired 2004

 

96.9

544,219

 

Adidas, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Giorgio Armani, 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

 

93.9

271,516

 

Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Under Armour

4.

Birch Run Premium Outlets

 

MI

 

Birch Run (Detroit)

 

Fee

 

100.0

%

Acquired 2010

 

93.7

604,462

 

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

 

97.2

686,299

 

Adidas, Calvin Klein, Coach, Columbia Sportswear, Giorgio Armani, H&M, Kate Spade New York, Lululemon, Michael Kors, Neiman Marcus Last Call, 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

 

96.0

289,209

 

Adidas, Barneys New York Warehouse, Calvin Klein, Coach, Crate & Barrel, 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

 

96.0

438,840

 

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

 

98.7

398,695

 

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

 

93.5

687,362

 

Adidas, Arc'teryx, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Restoration Hardware, Saks Fifth Avenue Off 5th, Under Armour

10.

Cincinnati Premium Outlets

 

OH

 

Monroe (Cincinnati)

 

Fee

 

100.0

%

Built 2009

 

97.9

398,809

 

Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour

11.

Clarksburg Premium Outlets

 

MD

 

Clarksburg (Washington, DC)

 

Fee

 

66.0

% (4)

Built 2016

 

90.9

390,128

 

Armani Outlet, A/X Armani Exchange, Adidas, Calvin Klein, Coach, Columbia Sportswear, Eredi Pisano, Ermenegildo Zegna, Express, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Thomas Pink, Tommy Hilfiger, Tory Burch, Under Armour

12.

Clinton Crossing Premium Outlets

 

CT

 

Clinton

 

Fee

 

100.0

%

Acquired 2004

 

97.5

276,117

 

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

 

97.6

328,120

 

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

14.

Desert Hills Premium Outlets

 

CA

 

Cabazon (Palm Springs)

 

Fee

 

100.0

%

Acquired 2004

 

99.8

655,261

 

Agent Provocateur, Alexander McQueen, Armani Outlet, Balenciaga, Bottega Veneta, Brioni, 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

 

95.5

477,050

 

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

 

91.3

297,597

 

Adidas, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger, Under Armour

29

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

Ownership Interest

Year Built

(Expiration if

Legal

Or

Property Name

  

State

  

City (CBSA)

  

Lease) (3)

  

Ownership

  

Acquired

  

Occupancy (5)

  

Total GLA

  

Selected Tenants

17.

Gilroy Premium Outlets

 

CA

 

Gilroy (San Jose)

 

Fee

 

100.0

%

Acquired 2004

 

90.2

578,326

 

Adidas, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger

18.

Gloucester Premium Outlets

 

NJ

 

Blackwood (Philadelphia)

 

Fee

 

50.0

% (4)

Built 2015

 

87.4

369,686

 

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

 

95.8

423,679

 

Banana Republic, Bloomingdale's The Outlet Store, Calvin Klein, 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

 

92.3

530,748

 

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

 

89.9

300,009

 

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

 

84.9

485,104

 

Adidas, American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, J.Crew, Kate Spade New York, Loft Outlet, New Balance, The North Face, Tommy Hilfiger, Under Armour

23.

Houston Premium Outlets

 

TX

 

Cypress (Houston)

 

Fee

 

100.0

%

Built 2008

 

99.1

542,381

 

Ann Taylor, A/X Armani Exchange, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Furla, 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

 

94.5

378,029

 

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

 

96.2

285,606

 

Adidas, American Eagle Outfitters, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Loft Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour

26.

Jersey Shore Premium Outlets

 

NJ

 

Tinton Falls (New York)

 

Fee

 

100.0

%

Built 2008

 

98.6

434,462

 

Adidas, Ann Taylor, Banana Republic, Burberry, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour

27.

Johnson Creek Premium Outlets

 

WI

 

Johnson Creek

 

Fee

 

100.0

%

Acquired 2004

 

91.3

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

 

87.0

259,361

 

Ann Taylor, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Nike, Polo Ralph Lauren, Swarovski, Tommy Hilfiger

29.

Las Americas Premium Outlets

 

CA

 

San Diego

 

Fee

 

100.0

%

Acquired 2007

 

98.9

553,933

 

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

 

99.3

676,322

 

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, Neiman Marcus Last Call, 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

 

99.3

535,618

 

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

30

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

Ownership Interest

Year Built

(Expiration if

Legal

Or

Property Name

  

State

  

City (CBSA)

  

Lease) (3)

  

Ownership

  

Acquired

  

Occupancy (5)

  

Total GLA

  

Selected Tenants

32.

Lee Premium Outlets

 

MA

 

Lee

 

Fee

 

100.0

%

Acquired 2010

 

94.2

224,796

 

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour

33.

Leesburg Premium Outlets

 

VA

 

Leesburg (Washington, DC)

 

Fee

 

100.0

%

Acquired 2004

 

97.9

478,311

 

Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Brooks Brothers, Burberry, Coach, Design Within Reach, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Restoration Hardware, Tory Burch, Under Armour, Vineyard Vines, Williams-Sonoma

34.

Lighthouse Place Premium Outlets

 

IN

 

Michigan City (Chicago, IL)

 

Fee

 

100.0

%

Acquired 2004

 

87.2

454,780

 

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

 

98.4

408,896

 

Ann Taylor, Banana Republic, Barbour, Bloomingdale's The Outlet Store, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, 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

 

92.8

179,379

 

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

 

83.3

332,087

 

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, The North Face, Tommy Hilfiger, Tory Burch, Under Armour

38.

North Bend Premium Outlets

 

WA

 

North Bend (Seattle)

 

Fee

 

100.0

%

Acquired 2004

 

91.7

223,560

 

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

 

92.8

540,724

 

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, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Williams-Sonoma

40.

Orlando International Premium Outlets

 

FL

 

Orlando

 

Fee

 

100.0

%

Acquired 2010

 

99.0

772,891

 

Adidas, Armani Outlet, Calvin Klein, Coach, Columbia Sportswear, Invicta, Havaianas, H&M,  J.Crew, Karl Lagerfeld, Kate Spade New York, Michael Kors, Nike, Panera Bread, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour

41.

Orlando Vineland Premium Outlets

 

FL

 

Orlando

 

Fee

 

100.0

%

Acquired 2004

 

100.0

656,892

 

Adidas, All Saints, Armani Outlet, Bally, Bottega Veneta, Brunello Cucinelli, Burberry, Calvin Klein, Carolina Herrera, Coach, Ermenegildo Zegna, Jimmy Choo, John Varvatos, Kate Spade New York, Lacoste, Lululemon, Michael Kors, Nike, Prada, Polo Ralph Lauren, Roberto Cavalli, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, TAG Heuer, The North Face, Tod's, Tommy Hilfiger, Tory Burch, Under Armour

42.

Petaluma Village Premium Outlets

 

CA

 

Petaluma (San Francisco)

 

Fee

 

100.0

%

Acquired 2004

 

95.7

201,694

 

Adidas,  Ann Taylor, 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

 

97.7

549,154

 

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, Restoration Hardware, The North Face, Tommy Hilfiger, Tory Burch, Under Armour

44.

Phoenix Premium Outlets

 

AZ

 

Chandler (Phoenix)

 

Ground Lease (2077)

 

100.0

%

Built 2013

 

98.1

356,506

 

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

 

96.4

147,417

 

Calvin Klein, Coach, Guess, Kate Spade New York, Levi's, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Van Heusen

46.

Pleasant Prairie Premium Outlets

 

WI

 

Pleasant Prairie (Chicago, IL/Milwaukee)

 

Fee

 

100.0

%

Acquired 2010

 

99.3

402,626

 

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

31

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

Ownership Interest

Year Built

(Expiration if

Legal

Or

Property Name

  

State

  

City (CBSA)

  

Lease) (3)

  

Ownership

  

Acquired

  

Occupancy (5)

  

Total GLA

  

Selected Tenants

47.

Puerto Rico Premium Outlets

 

PR

 

Barceloneta

 

Fee

 

100.0

%

Acquired 2010

 

97.2

350,091

 

Adidas,  Ann Taylor, Calvin Klein, Coach, Disney Store Outlet, Gap Outlet, Invicta, Lacoste, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tommy Hilfiger

48.

Queenstown Premium Outlets

 

MD

 

Queenstown (Baltimore)

 

Fee

 

100.0

%

Acquired 2010

 

97.5

289,601

 

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

 

87.4

603,929

 

Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Gap Outlet, H&M, Kate Spade New York, Levi's, Loft Outlet, 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

 

99.0

498,363

 

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

51.

San Francisco Premium Outlets

 

CA

 

Livermore (San Francisco)

 

Fee and Ground Lease (2021) (9)

 

100.0

%

Built 2012

 

100.0

696,904

 

All Saints, Arc'teryx, Athleta, 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

 

97.2

731,377

 

Armani Outlet, Banana Republic, Burberry, CH Carolina Herrera, Diane Von Furstenberg, Etro, Gucci, J. Crew, Jimmy Choo, Johnny Rockets, Kate Spade New York, Lacoste, Lululemon, Neiman Marcus Last Call, Michael Kors, Pandora, Polo Ralph Lauren, Pottery Barn, Prada, Restoration Hardware, Saks Fifth Avenue Off 5th, 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

 

98.8

554,751

 

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, St. John, 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

 

94.5

450,954

 

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour

55.

St. Augustine Premium Outlets

 

FL

 

St. Augustine (Jacksonville)

 

Fee

 

100.0

%

Acquired 2004

 

95.7

327,699

 

Adidas,  Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet,  J.Crew, Kate Spade New York, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour

56.

St. Louis Premium Outlets

 

MO

 

St. Louis (Chesterfield)

 

Fee

 

60.0

% (4)

Built 2013

 

96.0

351,495

 

Adidas, Ann Taylor, Brooks Brothers, Coach, Gap Outlet, J. Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Puma, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Ugg, Under Armour

57.

Tampa Premium Outlets

 

FL

 

Lutz (Tampa)

 

Fee

 

100.0

%

Built 2015

 

100.0

459,485

 

Adidas, 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, 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

355,255

 

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

 

95.9

352,705

 

Banana Republic, Brooks Brothers, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger

32

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

Ownership Interest

Year Built

(Expiration if

Legal

Or

Property Name

  

State

  

City (CBSA)

  

Lease) (3)

  

Ownership

  

Acquired

  

Occupancy (5)

  

Total GLA

  

Selected Tenants

60.

The Crossings Premium Outlets

 

PA

 

Tannersville

 

Fee and Ground Lease (2029) (7)

 

100.0

%

Acquired 2004

 

98.1

411,747

 

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Johnny Rockets, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour

61.

Tucson Premium Outlets

 

AZ

 

Marana (Tucson)

 

Fee

 

100.0

%

Built 2015

 

89.3

363,437

 

Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Godiva, Guess, J. Crew, 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

 

95.7

408,931

 

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, Robert Graham, Saks Fifth Avenue Off 5th, Talbots,  Under Armour

63.

Vacaville Premium Outlets

 

CA

 

Vacaville

 

Fee

 

100.0

%

Acquired 2004

 

94.7

445,400

 

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

 

95.8

219,480

 

Adidas, All Saints, Armani Outlet, Banana Republic, Barney's New York, 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

 

94.1

421,436

 

American Eagle Outfitters, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Chico’s, Coach, Columbia Sportswear, Gap Outlet, H&M, J.Crew, 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

 

95.0

522,562

 

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, The North Face, Timberland, Tommy Bahama, Tommy Hilfiger, Under Armour

67.

Woodburn Premium Outlets

 

OR

 

Woodburn (Portland)

 

Fee

 

100.0

%

Acquired 2013

 

98.6

389,722

 

Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, J. Crew, 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

 

98.5

909,342

 

Arc'teryx, Armani Outlet, Balenciaga, Bottega Veneta, Breitling, Brioni, Brunello Cucinelli, Burberry, Canali, Celine, Chloe, Coach, Dior, Dolce & Gabbana, Dunhill, Fendi, Givenchy, Golden Goose, Gucci, Jimmy Choo, Lacoste, Le Pain Quotidien, Loewe, Longchamp, Loro Piana, Marc Jacobs, Michael Kors, Moncler, Mulberry, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Shake Shack, 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

 

94.5

672,857

 

Adidas, All Saints, Ann Taylor, Armani Outlet, Banana Republic, Bloomingdale's The Outlet Store, Brooks Brothers, Burberry, Calvin Klein, Coach, David Yurman, J.Crew, Karl Lagerfeld, Kate Spade New York, Lacoste, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Puma, Restoration Hardware, Robert Graham, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Theory, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines

Total U.S. Premium Outlets GLA

30,521,409

33

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

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

 

97.1

1,237,900

 

Marshalls, Burlington Coat Factory, Ross, Harkins Cinemas & IMAX, Sea Life Center, Conn's, Legoland,  Forever 21, Rainforest Café, Fieldhouse USA (6)

2.

Arundel Mills

 

MD

 

Hanover (Baltimore)

 

Fee

 

59.3

% (4)

Acquired 2007

 

99.5

1,931,034

 

Bass Pro Shops Outdoor World, Bed Bath & Beyond, Best Buy, Burlington Coat Factory, Dave & Buster's, Medieval Times, Modell's, 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)

3.

Colorado Mills

 

CO

 

Lakewood (Denver)

 

Fee

 

37.5

% (4)

Acquired 2007

 

90.6

1,414,545

 

Forever 21, Jumpstreet, Off Broadway Shoe Warehouse, Super Target, United Artists Theatre, Burlington Coat Factory, H&M, Dick's Sporting Goods

4.

Concord Mills

 

NC

 

Concord (Charlotte)

 

Fee

 

59.3

% (4)

Acquired 2007

 

99.5

1,362,549

 

Bass Pro Shops Outdoor World, Burlington Coat Factory, Dave & Buster's, Nike Factory Store, Off Broadway Shoes, Bed Bath & Beyond, AMC Theatres, Best Buy, Forever 21, Sea Life Center, H&M

5.

Grapevine Mills

 

TX

 

Grapevine (Dallas)

 

Fee

 

59.3

% (4)

Acquired 2007

 

99.4

1,781,293

 

Burlington Coat Factory, Marshalls, Saks Fifth Avenue Off 5th, AMC Theatres, Sun & Ski Sports, Neiman Marcus Last Call, Bass Pro Shops Outdoor World, Legoland Discovery Center, Sea Life Center, Ross, H&M, Round 1 Entertainment, Fieldhouse USA, Rainforest Café

6.

Great Mall

 

CA

 

Milpitas (San Jose)

 

Fee and Ground Lease (2049) (7)

 

100.0

%

Acquired 2007

 

99.2

1,368,381

 

Neiman Marcus Last Call, Camille La Vie, Kohl's, Dave & Buster's, Burlington Coat Factory, Marshalls, Saks Fifth Avenue Off 5th, Nike Factory Store, Century Theatres, Bed Bath & Beyond, Dick's Sporting Goods, Legoland Discovery Center (6)

7.

Gurnee Mills

 

IL

 

Gurnee (Chicago)

 

Fee

 

100.0

%

Acquired 2007

 

82.1

1,936,003

 

Bass Pro Shops Outdoor World, Bed Bath & Beyond/Buy Buy Baby, Burlington Coat Factory, Kohl's, Marshalls Home Goods, Marcus Cinemas, Value City Furniture, Off Broadway Shoe Warehouse, Macy's, Floor & Decor, Dick's Sporting Goods, Tilt/Rink Side Sports & Family Entertainment Center, Rainforest Café, The Room Place

8.

Katy Mills

 

TX

 

Katy (Houston)

 

Fee

 

62.5

% (4) (2)

Acquired 2007

 

94.7

1,787,908

 

Bass Pro Shops Outdoor World, Burlington Coat Factory, Marshalls, Neiman Marcus Last Call, 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

 

96.1

1,303,749

 

Bed Bath & Beyond, Burlington Coat Factory, Century 21 Department Store, Cohoes, Forever 21, AMC Theatres, Marshalls, Nike Factory Store, Saks 5th Avenue Off 5th,

10.

Ontario Mills

 

CA

 

Ontario (Riverside)

 

Fee

 

50.0

% (4)

Acquired 2007

 

99.1

1,421,750

 

Burlington Coat Factory, 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, Restoration Hardware Outlet, Skechers Superstore, Rainforest Café, Aki-Home

11.

Opry Mills

 

TN

 

Nashville

 

Fee

 

100.0

%

Acquired 2007

 

99.9

1,168,427

 

Regal Cinema & IMAX, Dave & Buster's, Sun & Ski, Bass Pro Shops Outdoor World, Bed Bath & Beyond, Saks Fifth Avenue Off 5th, 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, Lucky Strike Lanes, Saks Fifth Avenue Off 5th, AMC Theatres, Neiman Marcus Last Call, Nordstrom Rack, Bloomingdale's the Outlet Store

13.

Potomac Mills

 

VA

 

Woodbridge (Washington, DC)

 

Fee

 

100.0

%

Acquired 2007

 

99.1

1,560,052

 

Marshalls, T.J. Maxx, JCPenney, Burlington Coat Factory, Nordstrom Rack, Saks Fifth Avenue Off 5th Outlet, Costco Warehouse, AMC Theatres, Bloomingdale's Outlet, Buy Buy Baby/and That!, Round 1 (6)

14.

Sawgrass Mills

 

FL

 

Sunrise (Miami)

 

Fee

 

100.0

%

Acquired 2007

 

97.8

2,369,306

 

Bed Bath & Beyond, BrandsMart USA, Burlington Coat Factory, Marshalls, Neiman Marcus Last Call, Nordstrom Rack, Saks Fifth Avenue Off 5th, Super Target, T.J. Maxx, Regal Cinema, Bloomingdale's Outlet, Century 21 Department Store, Dick's Sporting Goods, Primark (6), AC Hotel by Marriott (6)

Total Mills Properties GLA

21,509,872

34

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

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

 

98.8

229,530

 

Anthropologie, Apple, Pottery Barn

2.

Hamilton Town Center

 

IN

 

Noblesville (Indianapolis)

 

Fee

 

50.0

% (4)

Built 2008

 

96.6

674,905

 

JCPenney, Dick's Sporting Goods, Stein Mart, Bed Bath & Beyond, DSW, Hamilton 16 IMAX, Earth Fare (13)

3.

Pier Park

 

FL

 

Panama City Beach

 

Fee

 

65.6

% (4)

Built 2008

 

98

947,992

 

Dillard's, JCPenney, Target, Grand Theatres, Ron Jon Surf Shop, Margaritaville, Marshalls, Dave & Buster's, Skywheel

4.

University Park Village

 

TX

 

Fort Worth

 

Fee

 

100.0

%

Acquired 2015

 

100.0

169,940

 

Anthropologie, Apple, Pottery Barn

Total Lifestyle Centers GLA

2,022,367

Other Properties

1 - 9.

Other Properties

 

4,387,656

 

10 - 11.

TMLP

 

Acquired 2007

 

2,913,691

 

Total Other GLA

7,301,347

(18)

Total U.S. Properties GLA

181,162,043

35

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

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. Centers with more than 75,000 square feet of office space are listed below:

Auburn Mall - 85,619 sq. ft.

Circle Centre – 138,390 sq. ft.

Copley Place - 893,439 sq. ft.

Domain, The - 156,240 sq. ft.

Fashion Centre at Pentagon City, The - 169,089 sq. ft.

Oxford Valley Mall - 137,862 sq. ft.

Shops at Clearfork, The - 146,571 sq. ft.

Southdale Center - 101,560 sq. ft.

36

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, 2019. The data presented does not consider the impact of renewal options that may be contained in leases.

U.S. MALLS AND PREMIUM OUTLETS LEASE EXPIRATIONS (1)

    

    

    

Avg. Base

    

Percentage of Gross

Number of

Minimum Rent

Annual Rental

Year

Leases Expiring

Square Feet

PSF at 12/31/18

Revenues (2)

Inline Stores and Freestanding

Month to Month Leases

651

2,021,771

$

58.01

2.0

%

2020

2,473

8,606,035

$

50.60

7.6

%

2021

2,424

9,066,802

$

50.64

8.0

%

2022

2,326

8,754,342

$

49.66

7.7

%

2023

2,277

9,381,279

$

56.10

9.1

%

2024

1,919

7,462,106

$

59.29

7.6

%

2025

1,478

5,658,208

$

63.78

6.4

%

2026

1,275

4,630,900

$

63.93

5.2

%

2027

985

3,708,647

$

65.27

4.2

%

2028

851

3,660,770

$

59.68

3.8

%

2029

723

3,132,495

$

62.27

3.2

%

2030 and Thereafter

445

2,853,217

$

41.65

2.2

%

Specialty Leasing Agreements w/ terms in excess of 12 months

1,836

4,658,652

$

18.28

1.6

%

Anchors

2020

5

524,702

$

6.01

0.1

%

2021

10

1,113,351

$

6.32

0.1

%

2022

16

2,033,754

$

6.14

0.2

%

2023

17

2,386,762

$

6.67

0.3

%

2024

24

2,027,154

$

8.30

0.3

%

2025

16

1,480,858

$

7.21

0.2

%

2026

7

804,111

$

4.30

0.1

%

2027

6

920,224

$

4.16

0.1

%

2028

9

857,119

$

7.58

0.1

%

2029

5

577,818

$

5.02

0.1

%

2030 and Thereafter

25

2,455,938

$

8.50

0.4

%

(1)Does not consider the impact of renewal options that may be contained in leases.
(2)Annual rental revenues represent domestic 2019 consolidated and joint venture combined base rental revenue.

37

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, 2019, we owned 63,924,148 shares, or approximately 22.2%, of Klépierre, which had a quoted market price of $37.96 per share. Klépierre is a publicly traded, Paris-based real estate company, which owns, or has an interest in shopping centers located in 15 countries.

As of December 31, 2019, we had a controlling interest in a European investee with interests in nine Designer Outlet properties. Eight of the outlet properties are located in Europe and one outlet property is located in Canada. Of the eight properties in Europe, two are in Italy, two are in the Netherlands, and one each is in Austria, France, Germany and the United Kingdom. As of December 31, 2019, our legal percentage ownership interests in these entities ranged from 45% to 94%.

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 nine operating joint venture properties in Japan, a 50% interest in four 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, and a 50% interest in three Premium Outlet operating joint venture properties in Canada. The nine Japanese Premium Outlets operate in various cities throughout Japan and comprise over 3.3 million square feet of GLA and were 99.5% leased as of December 31, 2019.

The following property tables summarize certain data for our international properties as of December 31, 2019 and do not include our equity investment in Klépierre or our investment in Value Retail PLC and affiliated entities.

38

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

 

    

City

    

Ownership

    

SPG Effective

    

    

Total Gross

    

 

COUNTRY/Property Name

(Metropolitan area)

Interest

Ownership

Year Built

Leasable Area (1)

Selected Tenants

 

JAPAN

 1.

Ami Premium Outlets

Ami (Tokyo)

Fee

40.0

%  

2009

315,000

Adidas, Beams, Coach, Gap Outlet, Kate Spade New York, McGregor, Michael Kors, Polo Ralph Lauren, Puma, TaylorMade, Tommy Hilfiger

2.

Gotemba Premium Outlets (3)

Gotemba City (Tokyo)

Fee

40.0

%  

2000

481,500

Adidas, Armani, Balenciaga, Bally, Beams, Bottega Veneta, Burberry, Coach, Dolce & Gabbana, Dunhill, Gap Outlet, Gucci, Jill Stuart, Loro Piana, Michael Kors, Moncler, Nike, Polo Ralph Lauren, Prada/Miu Miu, Puma, Salvatore Ferragamo, Tod's, United Arrows

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

4.

Rinku Premium Outlets (3)

Izumisano (Osaka)

Ground Lease (2031)

40.0

%  

2000

402,500

Adidas, Armani, Bally, Beams, Coach, Dolce & Gabbana, Dunhill, Eddie Bauer, Furla, Gap Outlet, Kate Spade New York, Lanvin Collection, Michael Kors, Nike, Olive des Olive, Polo Ralph Lauren, Salvatore Ferragamo, TaylorMade, Tommy Hilfiger, United Arrows

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, TaylorMade

6.

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

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

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

9.

Tosu Premium Outlets (2)

Fukuoka (Kyushu)

Fee

40.0

%  

2004

328,400

Adidas, Beams, Bose, Coach, Dolce & Gabbana, Furla, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Olive des Olive, Polo Ralph Lauren, Puma, Tommy Hilfiger, United Arrows

Phase 4 - 2019

Subtotal Japan

3,325,700

39

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

 

    

City

    

Ownership

    

SPG Effective

    

    

Total Gross

    

 

COUNTRY/Property Name

(Metropolitan area)

Interest

Ownership

Year Built

Leasable Area (1)

Selected Tenants

 

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

Subtotal Mexico

607,800

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 (2)

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

Phase 3 - 2019

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

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

Subtotal South Korea

1,915,100

MALAYSIA

16.

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

17.

Genting Highlands Premium Outlets

Kuala Lumpur

Fee

50.0

%  

2017

277,500

Adidas, Coach, Furla, Kate Spade New York, Michael Kors, Padini, Polo Ralph Lauren, Puma

Subtotal Malaysia

586,900

CANADA

18.

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

19.

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

20.

Premium Outlet Collection Edmonton International Airport

Edmonton (Alberta)

Ground Lease (2072)

50.0

%  

2018

424,000

Adidas, Calvin Klein, Coach, Gap Factory, Kate Spade New York, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour

Subtotal Canada

1,296,300

TOTAL INTERNATIONAL PREMIUM OUTLETS

7,731,800

40

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

 

    

City

    

Ownership

    

SPG Effective

    

    

Total Gross

    

 

COUNTRY/Property Name

(Metropolitan area)

Interest

Ownership

Year Built

Leasable Area (1)

Selected Tenants

 

INTERNATIONAL DESIGNER OUTLETS

AUSTRIA

    

    

    

    

    

    

    

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, Tommy Hilfiger,  Zegna

Subtotal Austria

118,000

ITALY

2.

La Reggia Designer Outlet Phases 1 & 2 (3)

 

Marcianise (Naples)

Fee

90.0

%  

2010

288,000

Adidas, Armani, Calvin Klein, Coach, Liu Jo, Michael Kors, Nike, Pinko, Polo Ralph Lauren, Puma, Timberland, Tommy Hilfiger, Versace

3.

Noventa Di Piave Designer Outlet (2)

 

Venice

Fee

90.0

%  

2008

353,000

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

Phase 5 - 2019

Subtotal Italy

641,000

NETHERLANDS

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

5.

Roermond Designer Outlet Phase 4

Roermond

Fee

46.1

%

2017

125,000

Adidas, Karl Lagerfield, Liu Jo, Longchamp, Tag Heuer, Tom Tailor, Woolrich

6.

Roosendaal Designer Outlet

Roosendaal

Fee

94.0

%

2017

247,500

Adidas, Calvin Klein, Esprit, Guess, Nike, Puma, S. Oliver, Tommy Hilfiger

Subtotal Netherlands

545,500

UNITED KINGDOM

7.

Ashford Designer Outlet (2)

 

Kent

Fee

45.0

%  

2000

281,000

Adidas, Bose, Calvin Klein, Clarks, Fossil, French Connection, Gap, Guess, Nike, Polo Ralph Lauren, Superdry, Tommy Hilfiger

Phase 2 - 2019

Subtotal England

281,000

CANADA

8.

Vancouver Designer Outlets (2)

 

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

Phase 2 - 2019

Subtotal Canada

326,000

GERMANY

9.

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

Subtotal Germany

191,500

FRANCE

10.

Provence Designer Outlet

Miramas

Fee

90.0

%

2017

269,000

Armani, Furla, Guess, Michael Kors, Nike, Polo Ralph Lauren, Puma, Timberland, Tommy Hilfiger

Subtotal France

269,000

Total International Designer Outlets

2,372,000

FOOTNOTES:

(1)All gross leasable area listed in square feet.
(2)Property completed an expansion in 2019.
(3)Property is undergoing an expansion.

41

Land

We have direct or indirect ownership interests in approximately 240 acres of land held in the United States and Canada for future development.

Sustainability

We incorporate sustainable thinking into many of the areas of our business; from how we plan, develop, and operate our properties, to how we do business with our customers, engage with our communities, and create a productive and positive work environment for our employees.  Our sustainability framework focuses on four key areas: Properties, Customers, Communities, and Employees.  

We leverage sustainability to achieve cost efficiencies in our operations.  By implementing a range of energy management practices and continuous energy monitoring and reporting, we have reduced our energy consumption at comparable properties every year since 2003.  As a result, excluding new developments, we have reduced the electricity usage over which we have direct control, by 373 million kWhs since 2003.  This represents a 38% reduction in electricity usage across a portfolio of comparable properties.  

Our reduction in greenhouse gas emissions resulting from our energy management efforts in the same period is 260,532 metric tons of CO2e. This figure includes emission streams that have been consistently tracked since 2003 including scope 1, scope 2, and for scope 3 only for employee commuting and business travel. Additional emission streams, such as emissions generated from solid waste management, use of refrigerants and tenants’ plug-load consumptions, are included in Simon’s annual sustainability report published in accordance with the guidelines of the Global Reporting Initiatives (GRI), the most widely used international standard for sustainability reporting.

Simon’s sustainability performance was recognized by international organizations. Simon was awarded a Green Star ranking - the designation awarded for leadership in sustainability performance by the Global Real Estate Sustainability Benchmark (GRESB). In 2019, Simon participated in CDP’s annual climate change questionnaire and received a B score that represents results that are higher than the North America regional average of C, and higher than our sector average of C.

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. Substantially all of the mortgage and property related debt is nonrecourse to us.

42

Table of Contents

Mortgage and Unsecured Debt

As of December 31, 2019

(Dollars in thousands)

Interest

Face

Annual Debt

Maturity

 

Property Name

Rate

Amount

Service (1)

Date

 

Consolidated Indebtedness:

Secured Indebtedness:

Arizona Mills

 

5.76

%  

$

149,481

$

12,268

07/01/20

Battlefield Mall

 

3.95

%  

115,043

7,118

09/01/22

Birch Run Premium Outlets

 

4.21

%  

123,000

5,177

(2)

02/06/26

Calhoun Outlet Marketplace

 

4.17

%  

18,311

(19)

1,140

06/01/26

Carolina Premium Outlets

 

3.36

%  

42,982

2,675

12/01/22

Domain, The

 

5.44

%  

180,735

14,085

08/01/21

Ellenton Premium Outlets

 

4.30

%  

178,000

7,651

(2)

12/01/25

Empire Mall

 

4.31

%  

186,948

8,065

(2)

12/01/25

Florida Keys Outlet Marketplace

 

4.17

%  

17,000

709

(2)

12/01/25

Gaffney Outlet Marketplace

 

4.17

%  

29,581

(19)

1,841

06/01/26

Grand Prairie Premium Outlets

 

3.66

%  

111,607

6,596

04/01/23

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

%  

259,455

15,736

10/01/26

Hagerstown Premium Outlets

 

4.26

%  

74,655

4,550

02/06/26

Ingram Park Mall

 

5.38

%  

125,225

9,746

06/01/21

La Reggia Designer Outlet Phases 1 & 2

 

2.25

%  

(25)

141,001

(30)

7,620

02/15/22

Lee Premium Outlets

 

4.17

%  

50,710

(19)

3,157

06/01/26

Merrimack Premium Outlets

 

3.78

%  

119,120

7,247

07/01/23

Midland Park Mall

 

4.35

%  

73,679

5,078

09/06/22

Mills at Jersey Gardens, The

 

3.83

%  

350,000

13,405

(2)

11/01/20

Montgomery Mall

 

4.57

%  

100,000

4,570

(2)

05/01/24

Noventa Di Piave Designer Outlet Phases 1, 2, 3, 4

 

1.95

%  

313,701

(30)

6,108

(2)

07/25/25

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

Oxford Valley Mall

 

4.77

%  

(18)

59,541

4,456

12/07/20

Parndorf Designer Outlet

 

2.00

%  

207,487

(30)

4,150

(2)

07/04/29

Penn Square Mall

 

3.84

%  

310,000

11,910

(2)

01/01/26

Phipps Plaza Hotel

 

3.51

%  

25,000

878

(2)

10/25/26

Pismo Beach Premium Outlets

 

3.33

%  

34,590

(20)

1,953

09/06/26

Plaza Carolina

 

2.86

%  

(1)

225,000

6,441

(2)

07/27/21

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

 

1.60

%  

(33)

91,855

(30)

1,470

(2)

07/27/22

(3)

Puerto Rico Premium Outlets

 

2.86

%  

(1)

160,000

4,580

(2)

07/26/21

Queenstown Premium Outlets

 

3.33

%  

60,767

(20)

3,430

09/06/26

Roermond Designer Outlet

 

1.78

%  

257,958

(30)

4,586

(2)

12/18/21

Roosendaal Designer Outlets

 

1.75

%  

(24)

65,447

(30)

2,862

02/25/24

(3)

Shops at Chestnut Hill, The

 

4.69

%  

120,000

5,624

(2)

11/01/23

Shops at Riverside, The

 

3.37

%  

130,000

4,382

(2)

02/01/23

Southdale Center

 

3.84

%  

141,377

8,713

04/01/23

Southridge Mall