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SIMON PROPERTY GROUP INC /DE/ - Annual Report: 2020 (Form 10-K)

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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, 2020

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

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

Simon Property Group, Inc. Yes  No

Simon Property Group, L.P. Yes  No

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 $20,734 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2020.

As of January 31, 2021, Simon Property Group, Inc. had 328,493,416 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, 2020.  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.

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the annual period ended December 31, 2020 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, 2020, Simon owned an approximate 87.4% ownership interest in the Operating Partnership, with the remaining 12.6% 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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Simon Property Group, Inc.

Simon Property Group, L.P.

Annual Report on Form 10-K

December 31, 2020

TABLE OF CONTENTS

Item No.

  

Page No.

Part I

1.

Business

5

1A.

Risk Factors

11

1B.

Unresolved Staff Comments

26

2.

Properties

27

3.

Legal Proceedings

53

4.

Mine Safety Disclosures

53

Part II

5.

Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

54

6.

Selected Financial Data

56

7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

58

7A.

Qualitative and Quantitative Disclosure About Market Risk

77

8.

Financial Statements and Supplementary Data

79

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

136

9A.

Controls and Procedures

136

9B.

Other Information

138

Part III

10.

Directors, Executive Officers and Corporate Governance

138

11.

Executive Compensation

138

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

138

13.

Certain Relationships and Related Transactions and Director Independence

138

14.

Principal Accountant Fees and Services

138

Part IV

15.

Exhibits, and Financial Statement Schedules

140

16.

Form 10-K Summary

140

Signatures

146

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Part I

Item 1.

Business

Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets. Unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P.  References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.

We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of December 31, 2020, we owned or held an interest in 203 income-producing properties in the United States, which consisted of 99 malls, 69 Premium Outlets, 14 Mills, four lifestyle centers, and 17 other retail properties in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2020, we had ownership interests in 31 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada. As of December 31, 2020, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 15 countries in Europe.

For a description of our operational strategies and developments in our business during 2020, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

Other Policies

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

Investment Policies

While we emphasize equity real estate investments, we may also provide secured financing to or invest in equity or debt securities of other entities engaged in real estate activities or securities of other issuers consistent with Simon’s qualification as a REIT. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary for REIT qualification. These REIT limitations mean that Simon cannot make an investment that would cause its real estate assets to be less than 75% of its total assets. Simon must also derive at least 75% of its gross income directly or indirectly from investments relating to real property or mortgages on real property, including “rents from real property,” dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. In addition, Simon must also derive at least 95% of its gross income from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

Subject to Simon’s REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.  Additionally we have and may in the future make investments in entities engaged in non-real estate activities, primarily through a taxable REIT subsidiary, similar to the investments we currently hold in certain retail operations.

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

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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 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, a $2.0 billion delayed-draw term loan facility, or Term Facility, and a $3.5 billion supplemental unsecured revolving credit facility, or Supplemental Facility, or together, the Facilities. The Credit Facility and the Term Facility can be increased in the form of either additional commitments under the Credit Facility or incremental term loans under the Term Facility in an aggregate amount for all such increases not to exceed $1.0 billion, for a total aggregate size of $7.0 billion, in each case, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. The initial maturity date of the Term Facility and Credit Facility are June 30, 2022 and June 30, 2024, respectively. Each of the Term Facility and Credit Facility can be extended for two additional six-month periods to June 30, 2023 and June 30, 2025, respectively, at our sole option, subject to satisfying certain customary conditions precedent. The Term Facility was available via a single draw during the nine-month period following March 16, 2020 and was drawn on in 2020 prior to expiring.

Borrowings under the Credit Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.65% and 1.40% or (ii) the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% or LIBOR plus 1.00%) (the “Base Rate”), plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.00% and 0.40%. The Credit Facility includes a facility fee determined by the Operating Partnership’s corporate credit rating of between 0.10% and 0.30% on the aggregate revolving commitments under the Credit Facility. The Credit Facility contains a money market competitive bid option program that allows the Operating Partnership to hold auctions to achieve lower pricing for short-term borrowings. Borrowings under the Term Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined based on the Operating Partnership’s corporate credit rating of between 0.725% and 1.60% or (ii) the base rate (equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% or LIBOR plus 1.00%) plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.00% and 0.60%.  The Term Facility includes a ticking fee equal to 0.10% of the unused term loan commitment under the Term Facility, which ticking fee commenced accruing on the date that is forty-five days after the closing of the Term Facility.

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,

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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 Facility and Supplemental Facility, or together 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 the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program.

We may also finance our business through the following:

issuance of shares of common stock or preferred stock or warrants to purchase the same;
issuance of additional units;
issuance of preferred units;
issuance of other securities, including unsecured notes and mortgage debt;
draws on our Credit Facilities;
borrowings under the Commercial Paper program; or
sale or exchange of ownership interests in properties.

The Operating Partnership may also issue units to contributors of properties or other partnership interests which may permit the contributor to defer tax gain recognition under the Internal Revenue Code.

We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property.

Mortgage financing instruments, however, typically limit additional indebtedness on such properties. Additionally, the Credit Facilities, our unsecured note indentures and other contracts may limit our ability to borrow and contain limits on mortgage indebtedness we may incur as well as certain financial covenants we must maintain.

Typically, we invest in or form special purpose entities to assist us in obtaining secured permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a single property, or on a group of properties, and generally requires us to provide a mortgage lien on the property or properties in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we create special purpose entities to own the properties. These special purpose entities, which are common in the real estate industry, are structured so that they would not be consolidated in a bankruptcy proceeding involving a parent company. We decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we include the outstanding securitized debt of special purpose entities owning consolidated properties as part of our consolidated indebtedness.

Conflict of Interest Policies

We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. Simon has adopted governance principles governing the function, conduct, selection, orientation and duties of its subsidiaries and Simon’s Board of Directors and the Company, as well as written charters for each of the standing 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.

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The sale by the Operating Partnership of any property that it owns may have an adverse tax impact on the Simon family or other limited partners of the Operating Partnership. Any transaction between us and the Simon family, including property acquisitions, service and property management agreements and retail space leases, must be approved by the Company’s Audit Committee.

In order to avoid any conflict of interest, the Simon charter requires that at least three-fourths of Simon’s independent directors must authorize and require the Operating Partnership to sell any property it owns. Any such sale is subject to applicable agreements with third parties. A noncompetition agreement executed by Herbert Simon, Simon’s Chairman Emeritus, and a noncompetition agreement executed by David Simon, Simon’s Chairman, Chief Executive Officer and President, which remains in effect notwithstanding the expiration of David Simon’s employment agreement in 2019, contain covenants limiting their ability to participate in certain shopping center activities.

Policies With Respect To Certain Other Activities

We intend to make investments which are consistent with Simon’s qualification as a REIT, unless Simon’s Board of Directors determines that it is no longer in Simon’s best interests to so qualify as a REIT. Simon’s Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. Simon has authority to issue shares of its capital stock or other securities in exchange for property. We 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 program, the Company could 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, 2020, we had remaining authority to repurchase $1.5 billion of common stock, which has subsequently expired. Simon may also issue shares of its common stock, or pay cash at its option, to holders of units in future periods upon exercise of such holders’ rights under the partnership agreement of the Operating Partnership. Our policy prohibits us from making any loans to the directors or executive officers of Simon for any purpose. We may make loans to the joint ventures in which we participate. Additionally, we may make or buy interests in loans secured by real estate properties owned by others or make investments in companies that own real estate assets.

Competition

The retail real estate industry is dynamic and competitive. We compete with numerous merchandise distribution channels, including malls, outlet centers, community/lifestyle centers, and other shopping centers in the United States and abroad. We also compete with internet retailing sites and catalogs, including our tenants, which provide retailers with distribution options beyond existing brick and mortar retail properties. The existence of competitive alternatives, accelerated by the impact of COVID-19, could have a material adverse effect on our ability to lease space and on the level of rents we can obtain. This results in competition for both the tenants to occupy the properties that we develop and manage as well as for the acquisition of prime sites (including land for development and operating properties). We believe that there are numerous factors that make our properties highly desirable to retailers, including:

the quality, location and diversity of our properties;
our management and operational expertise;
our extensive experience and relationships with retailers, lenders and suppliers;
our marketing initiatives and consumer focused strategic corporate alliances; and
the sustainability of physical retail.

Certain Activities

During the past three years, we have:

issued 409,936 shares of Simon common stock upon the exchange of units in the Operating Partnership;
issued 605,625 restricted shares of Simon common stock and 36,252 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;
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purchased 5,767,922 shares of Simon common stock in the open market for $866.5 million pursuant to our Repurchase Programs;
issued 22,137,500 shares of common stock in a public offering at a public offering price of $72.50 per share, before underwriting discounts and commissions;
issued 475,183 units in the Operating Partnership in exchange for the remaining interest in a former joint venture property;
issued 955,705 units in the Operating Partnership as part of the consideration for the acquisition of an 80% interest in TRG;
redeemed 614,617 units in the Operating Partnership at an average price of $169.96 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 replaced in its entirety the Operating Partnership’s existing Credit Facility in March 2020, by entering into an unsecured credit facility compromised of (i) an amendment and extension of the Credit Facility and (ii) a $2.0 billion delayed-draw term loan facility, or Term Facility;
borrowed a maximum amount of $3.9 billion under the Credit Facilities; the outstanding amount of borrowings under the Credit Facility as of December 31, 2020 was $125.0 million and no borrowings were outstanding under the Supplemental Facility;
borrowed a maximum amount of $2.0 billion under the Term Facility; the outstanding amount of borrowings as of December 31, 2020 was $2.0 billion;
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, 2020 was $623.0 million; 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.

Human Capital

At December 31, 2020, we and our affiliates employed approximately 3,300 persons at various properties and offices throughout the United States, of which approximately 900 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, Indiana.

We believe our employees are the driving force behind our success.  To ensure we continue to attract, develop and retain the best talent across the organization, we invest in our employees and provide equal opportunities. We offer a variety of ongoing talent programs that foster continual development, high performance and overall organizational effectiveness, including a series of leadership development programs. We conduct an annual talent-assessment process for selected business functions within our corporate and field organizations that includes plans for individual employee career development and long-term leadership succession, and also conduct an annual performance appraisal process for all regular employees.

We are committed to providing a work environment that is free from any form of discrimination or harassment for any protected class and also embraces principles of inclusiveness. Our aim is to implement a sustainable diversity and inclusion strategy in the coming years that is aligned with our values and guiding operating principles, including an internal policy, targeted solutions for employees and an annual process of assessment, action and evaluation led by our human resources department.

Our compensation program is designed to, among other things, attract, retain and motivate talented and experienced individuals using a mix of competitive salaries and other benefits.

Corporate Headquarters

Our corporate headquarters are located at 225 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is (317) 636-1600.

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Available Information

Simon is a large accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act) and is required, pursuant to Item 101 of Regulation S-K, to provide certain information regarding our website and the availability of certain documents filed with or furnished to the Securities and Exchange Commission, or the SEC. Our Internet website address is www.simon.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available or may be accessed free of charge through the “About Simon/Investor Relations” section of our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Internet website and the information contained therein or connected thereto are not, and are not intended to be, incorporated into this Annual Report on Form 10-K.

The following corporate governance documents are also available through the “About Simon/Investor Relations/ Governance” section of our Internet website or may be obtained in print form by request of our Investor Relations Department: Governance Principles, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation 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 25, 2021.

Name

Age

Position

David Simon

59

Chairman of the Board, Chief Executive Officer and President

John Rulli

64

Chief Administrative Officer

Steven E. Fivel

60

General Counsel and Secretary

Brian J. McDade

41

Executive Vice President, Chief Financial Officer and Treasurer

Alexander L. W. Snyder

51

Assistant General Counsel and Assistant Secretary

Adam J. Reuille

46

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. He is the nephew of Herbert Simon.

Mr. Rulli serves as Simon’s Chief Administrative Officer. Mr. Rulli joined Melvin Simon & Associates, Inc., or MSA, in 1988 and held various positions with MSA and Simon thereafter. Mr. Rulli became Chief Administrative Officer in 2007 and was promoted to Senior Executive Vice President in 2011.

Mr. Fivel serves as Simon’s General Counsel and Secretary. Prior to rejoining Simon in 2011 as Assistant General Counsel and Assistant Secretary, Mr. Fivel served as Executive Vice President, General Counsel and Secretary of Brightpoint, Inc. Mr. Fivel was previously employed by MSA from 1988 until 1993 and then by Simon from 1993 to 1996.  Mr. Fivel was promoted to General Counsel and Secretary in 2017.

Mr. McDade serves as Simon’s Executive Vice President, 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 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.

Summary of Risk Factors

The following summarizes our material risk factors.  However, this summary is not intended to be a comprehensive and complete list of all risk factors identified by the Company.  Refer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company.

The ongoing novel coronavirus (COVID-19) pandemic and governmental restrictions intended to prevent its spread, as well as other future epidemics, pandemics or public health crises, could have a significant negative impact on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.
Conditions that adversely affect the general retail environment could materially and adversely affect us.
Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants.
We face potential adverse effects from tenant bankruptcies.
We face a wide range of competition that could affect our ability to operate profitably, including e-commerce.
Vacant space at our properties could materially and adversely affect us.
We may not be able to lease newly developed properties to or renew leases and relet space at existing properties with an appropriate mix of tenants, if at all.
Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations.
We face risks associated with the acquisition, development, redevelopment and expansion of properties.
We have a substantial debt burden that could affect our future operations.
The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely.
Disruption in the capital and credit markets may adversely affect our ability to access external financings for our growth and ongoing debt service requirements.
Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.
Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs in the United States. The failure to maintain Simon’s or the Subsidiary REITs’ qualifications as REITs or changes in applicable tax laws or regulations could result in adverse tax consequences.
If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
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 have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them.
The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties.
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Some of our properties are subject to potential natural or other disasters.

Risks Relating to Retail Operations

The ongoing novel coronavirus (COVID-19) pandemic and governmental restrictions intended to prevent its spread, as well as other future epidemics, pandemics or public health crises, could have a significant negative impact on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.

The COVID-19 pandemic has already had a significant negative impact on economic and market conditions around the world in 2020, and, notwithstanding the fact that vaccines have started to be administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in retail real estate. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures. Governments and other authorities are in varying stages of lifting or modifying some of these measures. However, governments and other authorities have already been forced to, and others may in the future, reinstitute these measures or impose new, more restrictive measures, if the risks, or the tenants’ and consumers' perception of the risks, related to the COVID-19 pandemic worsen at any time. Although tenants and consumers have been adapting to the COVID-19 pandemic, with tenants adding services like curbside pickup, and while consumer risk-tolerance is evolving, such adaptations and evolution may take time, and there is no guarantee that retail will return to pre-pandemic levels even once the pandemic subsides.

As of December 31, 2020, we owned or held an interest in 203 income-producing properties in the United States located in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2020, we had ownership interests in 31 properties primarily located in Asia, Europe and Canada and have one international outlet property under development. We have an interest in a European investee that has interests in ten Designer Outlet properties, as more fully described elsewhere in this Annual Report. As of December 31, 2020, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 15 countries in Europe.

Demand for retail space and the profitability of our properties depends, in part, on the ability and willingness of tenants to enter into and perform obligations under leases. On March 18, 2020, after extensive discussions with federal, state and local officials and in recognition of the need to address the spread of COVID-19, we closed all of our retail properties in the United States. We gradually reopened retail properties beginning May 1st in markets where local and state closure mandates had been lifted and retail restrictions had been eased. As of October 7th all of our domestic retail properties had reopened but we do not have certainty that additional closures in the future will not be required.  In addition, a number of tenants have not re-opened at our properties and we do not have certainty that all of them will re-open.  As of December 31, all of our domestic retail properties remained open.  In addition, even after certain restrictions intended to prevent the spread of COVID-19 are lifted or reduced, the willingness of customers to visit our properties is likely to be reduced and our tenants' businesses are likely to be adversely affected, based upon many factors, including whether the number of COVID-19 transmissions is materially reduced, how quickly vaccinations which prevent or reduce the severity of COVID-19 become readily available, or a cure or treatment is identified and becomes readily available. Further, demand could remain reduced due to heightened sensitivity to risks associated with the transmission of COVID-19 or other associated diseases. In addition, some of our properties are located at or within a close proximity to tourist destinations and these properties and our tenants' businesses are therefore heavily and adversely impacted by reductions in travel and tourism resulting from travel bans or restrictions and general public concern regarding the risk of travel.

During the period of closure of all of our retail properties, we have experienced a significant reduction in cash rent collections, which may continue for an indeterminate period. With respect to those tenants from whom we have not received payment, we have been engaged in discussions with substantially all of them. We have agreed to deferral or abatement arrangements with a number of our tenants, resulting in rent deferrals with tenants (the vast majority of which we expect to receive over the course of 2021) and rent abatement with tenants representing, in the aggregate, less than 16.0% of our U.S. portfolio gross contractual rents for the second, third and fourth quarters of 2020. Discussions with our tenants are

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ongoing and may result in further rent deferrals, lease restructures, abatements and/or lease terminations, as we deem appropriate on a case-by-case basis based on each tenant's unique financial and operating situation.

In connection with rent deferrals (or other accruals of unpaid rent), although we will not receive cash rent payments as scheduled, if we determine that rent payments are probable of collection, we will continue to recognize lease income on a straight-line basis over the lease term and associated tenant receivables, until the time of payment. However, if we determine that such deferred rent payments (or other accrued but unpaid rent payments) are not probable of collection, lease income will be recorded as the lesser of the amount that would be recognized on a straight-line basis or cash that has been received from the tenant, with any tenant receivable and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in our collectability determination. As a result, we may experience material impacts, including, but not limited to, changes in the ability to recognize revenue due to changes in the probability of collection and reductions in rental income associated with write-offs of tenant receivable and deferred rent receivable balances. In addition, any rent abatements we have granted, and may potentially grant in the future, will be accounted for as negative variable lease consideration in the period granted or agreed thereby reducing lease income.

The impact of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our shareholders could depend on additional factors, including:

the financial condition and viability of our tenants, and their ability or willingness to pay rent in full;
state, local, federal and industry-initiated tenant relief efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent;
the increased popularity and utilization of e-commerce;
our ability to renew leases or re-lease available space in our properties on favorable terms or at all, including as a result of a deterioration in the economic and market conditions in the markets in which we own properties or due to restrictions intended to prevent the spread of COVID-19, including any additional government mandated closures of businesses that frustrate our leasing activities;
a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, all of which have already been experienced and which may continue to affect our or our tenants' ability to access capital necessary to fund our or their respective business operations or repay, refinance or renew maturing liabilities on a timely basis, on attractive terms, or at all and may adversely affect the valuation of financial assets and liabilities, any of which could affect our and our tenants' ability to meet liquidity and capital expenditure requirements;
a refusal or failure of one or more lenders under our credit facility to fund their respective financing commitment to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements;
a reduction in the cash flows generated by our properties and the values of our properties that could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties;
the complete or partial closure of one or more of our tenants' manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants' supply chains from local and international suppliers and/or delays in the delivery of our tenants' inventory, any of which could reduce or eliminate our tenants' sales, cause the temporary closure of our tenants' businesses, and/or result in their bankruptcy or insolvency;
a negative impact on consumer discretionary spending caused by high unemployment levels, reduced economic activity or a severe or prolonged recession;
our and our tenants' ability to manage our respective businesses to the extent our and their management or personnel (including on-site employees) are impacted in significant numbers by the COVID-19 pandemic or are otherwise not willing, available or allowed to conduct work, including any impact on our tenants' ability to deliver timely information to us that is necessary for us to make effective decisions; and
our and our tenants' ability to ensure business continuity in the event our or our tenants' continuity of operations plan is (i) not effective or improperly implemented or deployed or (ii) compromised due to increased cyber and remote access activity during the COVID-19 pandemic.

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To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described herein.

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;
consumers avoiding traveling for shopping due to a heightened level of concern for safety in public places in light of the COVID-19 pandemic as well as the recent increase in civil unrest, including random acts of violence and riots;
significant reductions in international travel and tourism, resulting in fewer international retail consumers;
consumer perceptions of the 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, which has accelerated during the COVID-19 pandemic;
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;
changes in applicable laws and regulations, including tax, environmental, safety and zoning; and
the impact of the COVID-19 pandemic, and restrictions intended to prevent its spread, which were implemented through a combination of state, local and federal orders and regulations that were put in place with unprecedented speed and with no opportunity for citizens to challenge their legality.

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, and such actions have become more prevalent during the COVID-19 pandemic.

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Sustained adverse pressure on the results of department stores and other national retailers may have a similarly sustained adverse impact upon our own results. Certain department stores and other national retailers have experienced, and may continue to experience for the foreseeable future (given uncertainty with respect to current and future macroeconomic conditions and consumer confidence levels), considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their business models. As pressure on these department stores and other national retailers increases, especially due to the COVID-19 pandemic, their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores or their seeking of a lease modification with us. Any lease modification could be unfavorable to us as the lessor and could decrease current or future effective rents or expense recovery charges. Certain other tenants are entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures.  Additionally, corporate merger or consolidation activity among department stores and other national retailers typically results in the closure of duplicate or geographically overlapping store locations.

If a department store or large nationally recognized tenant were to close its stores at our properties, we may experience difficulty and delay and incur significant expense in re-tenanting the space, as well as in leasing spaces in areas adjacent to the vacant store, at attractive rates, or at all. Additionally, department store or tenant closures may result in decreased customer traffic, which could lead to decreased sales at our properties. If the sales of stores operating in our properties were to decline significantly due to the closing of anchor stores or other national retailers, adverse economic conditions or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of any default by a tenant, we may not be able to fully recover, and/or may experience delays and costs in enforcing our rights as landlord to recover, amounts due to us under the terms of our leases with such parties.

We face potential adverse effects from tenant bankruptcies.

Bankruptcy filings by retailers can occur regularly in the course of our operations.  In recent years, a number of companies in the retail industry, including certain of our tenants, have declared bankruptcy, and these numbers have increased in 2020 due to the COVID-19 pandemic. 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, including e-commerce.

Our properties compete with other forms of retailing such as pure online retail websites as well as other retail properties such as single user freestanding discounters (Costco, Walmart and Target). In addition, many of our tenants are omni-channel retailers who also distribute their products through online sales. Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and we could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping, and the ongoing COVID-19 pandemic and restrictions intended to prevent its spread have significantly increased the utilization of e-commerce and may, particularly in certain market segments, accelerate the long-

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term penetration of pure online retail which has been able to sell non-essential goods during the COVID-19 pandemic. Not only has the temporary closure of our retail properties and the restrictions put in place by state, local and federal officials caused consumers who otherwise would have purchased from retailers at our properties to increase their utilization of pure online retail websites, but consumers whose previous use of online retail was low or non-existent have recently turned to pure online retail as a necessity due to the inability to access our properties and the ability to purchase non-essential goods from these pure online retailers. Although a brick-and-mortar presence may have a positive impact on retailers’ online sales, the increased utilization of pure online shopping may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space.

Vacant space at our properties could materially and adversely affect us.

Certain of our properties have had vacant space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future. Among other causes, (1) 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, with each of (1) and (2) accelerating in 2020 as a result of the COVID-19 pandemic. As a result of the increased bargaining power of creditworthy retail tenants, there is downward pressure on our rental rates and occupancy levels, and this increased bargaining power may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.

We may not be able to lease newly developed properties to or renew leases and relet space at existing properties with an appropriate mix of tenants, if at all.

We may not be able to lease new properties to an appropriate mix of tenants that generates optimal customer traffic. Also, when leases for our existing properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants may be less favorable than the current lease terms. If we fail to identify and secure the right blend of tenants at our newly developed and existing properties, our properties may not appeal to the communities they serve. 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, 2020, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Spain, Thailand, and the United Kingdom. We also have an equity stake in Klépierre, a publicly traded European real estate company, which operates in 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;
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the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S. Foreign Corrupt Practices Act, and certain foreign countries, such as the U.K. Bribery Act, which could result in criminal or civil sanctions and/or fines, negatively impact our reputation, or require us to incur significant expenses to investigate;
differing lending practices;
differences in cultures and consumer retail behavior;
changes in applicable laws and regulations in the United States that affect international operations;
changes in applicable laws and regulations in these foreign jurisdictions;
difficulties in managing international operations;
obstacles to the repatriation of earnings and cash; and
labor discord, political or civil unrest, acts of terrorism, epidemics and pandemics, the fear of spread of contagious diseases, or the threat of international boycotts.

Our international activities represented approximately 1.9% of consolidated net income and 9.1% of our net operating income, or NOI, for the year ended December 31, 2020. 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

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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, 2020, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled $26.8 billion. As a result of this indebtedness, we are required to use a substantial portion of our cash flows for debt service, including selected repayment at scheduled maturities, which limits our ability to use those cash flows to fund the growth of our business. We are also subject to the risks normally associated with debt financing, including the risk that our cash flows from operations will be insufficient to meet required debt service or that we will be able to refinance such indebtedness on acceptable terms, or at all. Our debt service costs generally will not be reduced if developments at the applicable property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the property. Our indebtedness could also have other adverse consequences on us, including reducing our access to capital or increasing our vulnerability to general adverse economic, industry and market conditions. In addition, if a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value. If any of the foregoing occurs, we could be materially and adversely affected.

The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely.

We have a variety of unsecured debt, including the Credit Facilities, senior unsecured notes and commercial paper, and secured property level debt. Certain of the agreements that govern our indebtedness contain covenants, including, among other things, limitations on our ability to incur secured and unsecured indebtedness, sell all or substantially all of our assets and engage in mergers and certain acquisitions. In addition, certain of the agreements that govern our indebtedness contain financial covenants that require us to maintain certain financial ratios, including certain coverage ratios. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous to us. In addition, our ability to comply with these provisions might be affected by events beyond our control. Failure to comply with any of our financing covenants could result in an event of default, which, if not cured or waived, could accelerate the related indebtedness as well as other of our indebtedness, which could have a material adverse effect on us.

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.

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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, 2020, we had approximately $3.3 billion 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.

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, 2020, approximately 11.0% or $2.9 billion 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 during 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

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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;
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.

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A REIT’s ownership of securities of a TRS is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of Simon’s or any Subsidiary REIT’s total assets may be represented by securities (including securities of TRSs), other than those securities includable in the 75% asset test, and not more than 20% of the value of our total assets or the assets of any Subsidiary REIT may be represented by securities of TRSs. We anticipate that the aggregate value of the stock and securities of any TRS and other nonqualifying assets that Simon or each such Subsidiary REIT owns will be less than 25% (or 20%, as applicable) of the value of Simon’s or such subsidiary’s total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. In addition, we intend to structure transactions with any TRSs that we own to ensure that they are entered into on arm’s length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.

Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares.

Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates, currently at a maximum federal rate of 20%. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. Under the Tax Cuts and Jobs Act, or the TCJA, however, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions 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,

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amounts distributed will not be available to fund the growth of our business. Thus, compliance with the REIT requirements may adversely affect our liquidity and our ability to execute our business plan.

Complying with REIT requirements might cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.

To qualify to be taxed as REITs for U.S. federal income tax purposes, Simon and the Subsidiary REITs must ensure that, at the end of each calendar quarter, at least 75% of the value of their respective assets consist of cash, cash items, government securities and “real estate assets” (as defined in the Internal Revenue Code), including certain mortgage loans and securities. The remainder of their respective investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.

Additionally, in general, no more than 5% of the value of Simon’s and the Subsidiary REITs’ total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of their respective total assets can be represented by securities of one or more TRSs. If Simon or any of the Subsidiary REITs fails to comply with these requirements at the end of any calendar quarter, Simon or any such Subsidiary REIT must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, we might be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to equity holders. Moreover, if Simon or the Subsidiary REITs are compelled to liquidate their investments to meet any of the asset, income or distribution tests, or to repay obligations to lenders, Simon or such subsidiaries may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.

In addition to the asset tests set forth above, to qualify to be taxed as REITs, Simon and the Subsidiary REITs must continually satisfy tests concerning, among other things, the sources of their respective income, the amounts they distribute to equity holders and the ownership of their respective shares. We might be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as REITs. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

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).

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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, 2020, we owned interests in 101 income-producing properties with other parties. Of those, 17 properties are included in our consolidated financial statements. We account for the other 84 properties, or the joint venture properties, as well as our investments in HBS Global Properties, or HBS, Klépierre (a publicly traded, Paris-based real estate company), and The Taubman Realty Group, LLC, or TRG, as well as our retailer investments in Authentic Brands Group, LLC, or ABG, Forever 21, J.C. Penney, Rue Gilt Groupe, or RGG, and SPARC Group, using the equity method of accounting. We serve as general partner or property manager for 57 of these 84 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, 23 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, HBS, Klépierre, TRG, and our joint ventures with ABG, Forever 21, J.C. Penney, RGG, and SPARC Group are managed by third parties.

These investments, and other future similar investments, could involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. If one of our partners or other owners in these investments were to become bankrupt, we may be precluded from taking certain actions regarding our investments without prior court approval, which at a minimum may delay the actions we would or might want to take. Additionally, partners or other owners could have economic or other business interests or goals that are inconsistent with our own business interests or goals, and could be in a position to take actions contrary to our policies or objectives.

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, 2020, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $219.2 million. A default by a joint venture under its debt obligations would expose us to liability under a guaranty. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not typically required contractually or otherwise.  

Risks Relating to Environmental Matters

As owners of real estate, we can face liabilities for environmental contamination, and our efforts to identify environmental liabilities may not be successful.

Many of our properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily related to auto service center establishments or emergency electrical generation equipment), and as a result we may be subject to regulatory action in connection with U.S. federal, state and local laws and regulations relating to hazardous or toxic substances. We may also be held liable to third parties for personal injury or property damage incurred by the parties in connection with any such substances. The costs of investigation, removal or remediation of hazardous or toxic substances, and related liabilities, may be substantial and could materially and adversely affect us. The presence of

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hazardous or toxic substances, or the failure to remediate the related contamination, may also adversely affect our ability to sell, lease or redevelop a property or to borrow money using a property as collateral.

Although we believe that our portfolio is in substantial compliance with U.S. federal, state and local environmental laws and regulations regarding hazardous or toxic substances, this belief is based on limited testing. Nearly all of our 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.

Due to changes in weather patterns caused by climate change, our properties in certain markets could experience increases in storm intensity and rising sea levels. Over time, climate change 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, hail or tsunamis. The occurrence of natural disasters, which could become more intense and more volatile in light of climate change, can adversely impact operations and development/redevelopment projects at our properties, increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact the tenant demand for lease space. If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, we could be materially and adversely affected.

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.

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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, a rise in the number, intensity, and sophistication of attempted attacks globally, and the remote working environment throughout the COVID-19 pandemic. A breach or significant and extended disruption in the functioning of our systems, including our primary website, could damage our reputation and cause us to lose customers, tenants and revenues, generate third party claims, cause operational disruption, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues. We may not be able to recover these expenses in whole or in any part from our service providers or responsible parties, or their or our insurers. Additionally, cyber-attacks perpetrated against our tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and spending and materially and adversely affect us.

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, including our CEO, who operate without the existence of employment agreements.  Many of our senior executives have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities and negotiating with tenants. Our ability to attract, 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 adversely affect our business, diminish our opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and others, which could have a material adverse effect on us.

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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.    

Item 1B.  Unresolved Staff Comments

None.

26

Table of Contents

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 179.9 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 99 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, big box retailers and entertainment uses.

We also have interests in four lifestyle centers and 17 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 1.7 million square feet of GLA and are considered non-core to our business model.

As of December 31, 2020, approximately 91.3% of the owned GLA in malls and Premium Outlets was leased and approximately 95.3% of the owned GLA for The Mills was leased.

We wholly own 133 of our properties, effectively control 11 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 199 properties in the United States. Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate partnership agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions) which may result in either the sale of our interest or the use of available cash or borrowings, or the use of Operating Partnership units, to acquire the joint venture interest from our partner.

We own an 80% noncontrolling interest in TRG, which has an interest in 20 regional, super-regional, and outlet malls in the U.S. Our effective ownership in these properties, through our investment in TRG, ranges from 38.8% to 80%. These properties are excluded from the following table.

27

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, 2020.

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

 

78.2

473,874

 

Belk, JCPenney, AMC Cinemas

2.

Auburn Mall

 

MA

 

Auburn

 

Fee

 

56.4

% (4)

Acquired 1999

 

87.5

499,481

 

Macy's, Reliant Medical (15)

3.

Aventura Mall (1)

 

FL

 

Miami Beach (Miami)

 

Fee

 

33.3

% (4)

Built 1983

 

91.9

2,126,428

 

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

4.

Barton Creek Square

 

TX

 

Austin

 

Fee

 

100.0

%

Built 1981

 

95.0

1,452,291

 

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

5.

Battlefield Mall

 

MO

 

Springfield

 

Fee and Ground Lease (2056)

 

100.0

%

Built 1970

 

92.1

1,203,129

 

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

6.

Bay Park Square

 

WI

 

Green Bay

 

Fee

 

100.0

%

Built 1980

 

94.5

682,401

 

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

7.

Brea Mall

 

CA

 

Brea (Los Angeles)

 

Fee

 

100.0

%

Acquired 1998

 

90.6

1,281,891

 

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

8.

Briarwood Mall

 

MI

 

Ann Arbor

 

Fee

 

50.0

% (4)

Acquired 2007

 

82.0

977,986

 

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

 

87.6

476,247

 

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

10.

Broadway Square

 

TX

 

Tyler

 

Fee

 

100.0

%

Acquired 1994

 

96.3

604,726

 

Dillard's, JCPenney, Dick's Sporting Goods, HomeGoods, Party City

11.

Burlington Mall

 

MA

 

Burlington (Boston)

 

Fee and Ground Lease (2026) (7)

 

100.0

%

Acquired 1998

 

91.5

1,183,394

 

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

12.

Cape Cod Mall

 

MA

 

Hyannis

 

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

 

56.4

% (4)

Acquired 1999

 

85.6

709,052

 

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

13.

Castleton Square

 

IN

 

Indianapolis

 

Fee

 

100.0

%

Built 1972

 

95.5

1,384,538

 

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

 

98.5

1,244,342

 

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

15.

Coconut Point

 

FL

 

Estero

 

Fee

 

50.0

% (4)

Built 2006

 

82.7

1,205,043

 

Dillard's, Barnes & Noble, Bed Bath & Beyond (13), 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

 

85.0

609,768

 

Macy's (13), Target, Dick's Sporting Goods, Bed Bath & Beyond, Ulta, Fresh Thyme

17.

Columbia Center

 

WA

 

Kennewick

 

Fee

 

100.0

%

Acquired 1987

 

85.6

815,026

 

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

18.

Copley Place

 

MA

 

Boston

 

Fee

 

94.4

% (11)

Acquired 2002

 

95.4

1,263,379

 

Neiman Marcus, Saks Fifth Avenue Men's, Boston Marriott Copley Place (15), The Westin Copley Place (15)

19.

Coral Square

 

FL

 

Coral Springs (Miami)

 

Fee

 

97.2

%

Built 1984

 

89.7

943,878

 

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

20.

Cordova Mall

 

FL

 

Pensacola

 

Fee

 

100.0

%

Acquired 1998

 

92.7

926,430

 

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

21.

Dadeland Mall

 

FL

 

Miami

 

Fee

 

50.0

% (4)

Acquired 1997

 

98.4

1,499,420

 

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

22.

Del Amo Fashion Center

 

CA

 

Torrance (Los Angeles)

 

Fee

 

50.0

% (4)

Acquired 2007

 

86.6

2,519,111

 

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

23.

Domain, The

 

TX

 

Austin

 

Fee

 

100.0

%

Built 2006

 

90.5

1,236,690

 

Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, Lone Star Court (15), (16)

24.

Empire Mall

 

SD

 

Sioux Falls

 

Fee and Ground Lease (2033) (7)

 

100.0

%

Acquired 1998

 

86.0

1,124,686

 

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

25.

Falls, The

 

FL

 

Miami

 

Fee

 

50.0

% (4)

Acquired 2007

 

89.4

708,956

 

Macy's, Regal Cinema, The Fresh Market, LifeTime Athletic (6)

26.

Fashion Centre at Pentagon City, The

 

VA

 

Arlington (Washington, DC)

 

Fee

 

42.5

% (4)

Built 1989

 

87.4

1,037,237

 

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

27.

Fashion Mall at Keystone, The

 

IN

 

Indianapolis

 

Fee and Ground Lease (2067) (7)

 

100.0

%

Acquired 1997

 

92.0

716,466

 

Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema, Sheraton (15)

28.

Fashion Valley

 

CA

 

San Diego

 

Fee

 

50.0

% (4)

Acquired 2001

 

96.1

1,731,260

 

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

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 Larger Retailers and Uses

29.

Firewheel Town Center

 

TX

 

Garland (Dallas)

 

Fee

 

100.0

%

Built 2005

 

89.9

996,273

 

Dillard's, Macy's, Barnes & Noble, DSW, AMC Theatres, Dick's Sporting Goods, Kids Empire/Hapik, Fairfield Inn by Marriott (14), (16)

30.

Florida Mall, The

 

FL

 

Orlando

 

Fee

 

50.0

% (4)

Built 1986

 

92.5

1,725,099

 

Macy's, Dillard's, JCPenney, Sears, H&M, Forever 21, Zara, American Girl, Dick's Sporting Goods, Crayola Experience, The Florida Hotel and Conference Center (15)

31.

Forum Shops at Caesars Palace, The

 

NV

 

Las Vegas

 

Ground Lease (2050)

 

100.0

%

Built 1992

 

96.8

660,240

 

Caesars Palace Las Vegas Hotel and Casino (15)

32.

Galleria, The

 

TX

 

Houston

 

Fee

 

50.4

% (4)

Acquired 2002

 

93.9

2,017,029

 

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

33.

Greenwood Park Mall

 

IN

 

Greenwood (Indianapolis)

 

Fee

 

100.0

%

Acquired 1979

 

94.0

1,288,889

 

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

34.

Haywood Mall

 

SC

 

Greenville

 

Fee and Ground Lease (2067) (7)

 

100.0

%

Acquired 1998

 

91.5

1,237,560

 

Macy's, Dillard's, JCPenney, Belk

35.

Ingram Park Mall

 

TX

 

San Antonio

 

Fee

 

100.0

%

Built 1979

 

91.7

1,125,358

 

Dillard's, Macy's, JCPenney

36.

King of Prussia

 

PA

 

King of Prussia (Philadelphia)

 

Fee

 

100.0

%

Acquired 2003

 

92.4

2,669,368

 

Neiman Marcus, Bloomingdale's, Nordstrom, Lord & Taylor (13), Macy's, Arhaus Furniture, Dick's Sporting Goods, Primark

37.

La Plaza Mall

 

TX

 

McAllen

 

Fee and Ground Lease (2040) (7)

 

100.0

%

Built 1976

 

94.6

1,312,890

 

Macy's (8), Dillard's, JCPenney, CUT! by Cinemark (6), Wingate by Wyndham (15)

38.

Lakeline Mall

 

TX

 

Cedar Park (Austin)

 

Fee

 

100.0

%

Built 1995

 

94.4

1,099,057

 

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

39.

Lehigh Valley Mall

 

PA

 

Whitehall

 

Fee

 

50.0

% (4)

Acquired 2003

 

91.3

1,193,515

 

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

40.

Lenox Square

 

GA

 

Atlanta

 

Fee

 

100.0

%

Acquired 1998

 

97.0

1,556,507

 

Neiman Marcus, Bloomingdale's, Macy's, JW Marriott (15), Hyatt Centric (14)

41.

Livingston Mall

 

NJ

 

Livingston (New York)

 

Fee

 

100.0

%

Acquired 1998

 

88.6

968,748

 

Macy's, Lord & Taylor (13), Barnes & Noble

42.

Mall at Rockingham Park, The

 

NH

 

Salem (Boston)

 

Fee

 

28.2

% (4)

Acquired 1999

 

94.9

1,064,794

 

JCPenney, Macy's, Dick's Sporting Goods, Cinemark Theatre

43.

Mall of Georgia

 

GA

 

Buford (Atlanta)

 

Fee

 

100.0

%

Built 1999

 

94.8

1,840,162

 

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

44.

Mall of New Hampshire, The

 

NH

 

Manchester

 

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

 

56.4

% (4)

Acquired 1999

 

93.8

803,935

 

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

45.

McCain Mall

 

AR

 

N. Little Rock

 

Fee

 

100.0

%

Built 1973

 

93.9

793,612

 

Dillard's, JCPenney, Regal Cinema

46.

Meadowood Mall

 

NV

 

Reno

 

Fee

 

50.0

% (4)

Acquired 2007

 

94.5

928,920

 

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

47.

Menlo Park Mall

 

NJ

 

Edison (New York)

 

Fee

 

100.0

%

Acquired 1997

 

88.8

1,331,615

 

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

48.

Miami International Mall

 

FL

 

Miami

 

Fee

 

47.8

% (4)

Built 1982

 

94.5

1,082,921

 

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

49.

Midland Park Mall

 

TX

 

Midland

 

Fee

 

100.0

%

Built 1980

 

97.2

643,847

 

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

50.

Miller Hill Mall

 

MN

 

Duluth

 

Fee

 

100.0

%

Built 1973

 

91.7

829,775

 

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

51.

Montgomery Mall

 

PA

 

North Wales (Philadelphia)

 

Fee

 

79.4

%

Acquired 2003

 

73.5

1,102,298

 

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

52.

North East Mall

 

TX

 

Hurst (Dallas)

 

Fee

 

100.0

%

Built 1971

 

93.7

1,667,775

 

Dillard's, Macy's, JCPenney, Dick's Sporting Goods, Cinemark Theatres

53.

Northgate

 

WA

 

Seattle

 

Fee

 

100.0

%

Acquired 1987

 

(17)

416,014

(17)

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

54.

Northshore Mall

 

MA

 

Peabody (Boston)

 

Fee

 

56.4

% (4)

Acquired 1999

 

90.4

1,504,635

 

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

55.

Ocean County Mall

 

NJ

 

Toms River (New York)

 

Fee

 

100.0

%

Acquired 1998

 

85.7

876,479

 

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

56.

Orland Square

 

IL

 

Orland Park (Chicago)

 

Fee

 

100.0

%

Acquired 1997

 

93.5

1,229,917

 

Macy's, JCPenney, Dave & Buster's, Von Maur

57.

Oxford Valley Mall

 

PA

 

Langhorne (Philadelphia)

 

Fee

 

85.5

%

Acquired 2003

 

75.5

1,340,622

Macy's, JCPenney, United Artists Theatre

58.

Penn Square Mall

 

OK

 

Oklahoma City

 

Ground Lease (2060)

 

94.5

%

Acquired 2002

 

90.1

1,083,717

 

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

59.

Pheasant Lane Mall

 

NH

 

Nashua

 

-

 

% (12)

Acquired 2002

 

96.4

979,534

 

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

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 Larger Retailers and Uses

60.

Phipps Plaza

 

GA

 

Atlanta

 

Fee

 

100.0

%

Acquired 1998

 

89.1

760,105

 

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

61.

Plaza Carolina

 

PR

 

Carolina (San Juan)

 

Fee

 

100.0

%

Acquired 2004

 

83.3

1,157,667

 

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

62.

Prien Lake Mall

 

LA

 

Lake Charles

 

Fee and Ground Lease (2040) (7)

 

100.0

%

Built 1972

 

89.9

842,763

 

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

63.

Quaker Bridge Mall

 

NJ

 

Lawrenceville

 

Fee

 

50.0

% (4)

Acquired 2003

 

87.3

1,081,115

 

Macy's, Lord & Taylor (13), JCPenney

64.

Rockaway Townsquare

 

NJ

 

Rockaway (New York)

 

Fee

 

100.0

%

Acquired 1998

 

79.5

1,246,023

 

Macy's, JCPenney, Raymour & Flanigan

65.

Roosevelt Field

 

NY

 

Garden City (New York)

 

Fee and Ground Lease (2090) (7)

 

100.0

%

Acquired 1998

 

95.0

2,346,122

 

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

66.

Ross Park Mall

 

PA

 

Pittsburgh

 

Fee

 

100.0

%

Built 1986

 

92.8

1,234,352

 

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

67.

Santa Rosa Plaza

 

CA

 

Santa Rosa

 

Fee

 

100.0

%

Acquired 1998

 

84.5

693,475

 

Macy's, Forever 21

68.

Shops at Chestnut Hill, The

 

MA

 

Chestnut Hill (Boston)

 

Fee

 

94.4

%

Acquired 2002

 

94.8

470,073

 

Bloomingdale's (8)

69.

Shops at Clearfork, The

 

TX

 

Fort Worth

 

Fee

 

45.0

% (4)

Built 2017

 

84.5

549,182

 

Neiman Marcus, Arhaus Furniture, AMC Theatres, Pinstripes, (16)

70.

Shops at Crystals, The

 

NV

 

Las Vegas

 

Fee

 

50.0

% (4)

Acquired 2016

 

84.9

270,588

 

Aria Resort and Casino (15)

71.

Shops at Nanuet, The

 

NY

 

Nanuet

 

Fee

 

100.0

%

Redeveloped 2013

 

78.5

757,952

 

Regal Cinema, 24 Hour Fitness, At Home (6), Stop & Shop (6)

72.

Shops at Mission Viejo, The

 

CA

 

Mission Viejo (Los Angeles)

 

Fee

 

51.0

% (4)

Built 1979

 

92.6

1,235,577

 

Nordstrom, Macy's (8), Dick's Sporting Goods (6)

73.

Shops at Riverside, The

 

NJ

 

Hackensack (New York)

 

Fee

 

100.0

%

Acquired 2007

 

87.0

707,520

 

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

74.

Smith Haven Mall

 

NY

 

Lake Grove (New York)

 

Fee

 

25.0

% (4) (2)

Acquired 1995

 

88.2

1,296,751

 

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

75.

Solomon Pond Mall

 

MA

 

Marlborough (Boston)

 

Fee

 

56.4

% (4)

Acquired 1999

 

79.6

886,397

 

Macy's, JCPenney, Sears, Regal Cinema

76.

South Hills Village

 

PA

 

Pittsburgh

 

Fee

 

100.0

%

Acquired 1997

 

89.2

1,128,979

 

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

77.

South Shore Plaza

 

MA

 

Braintree (Boston)

 

Fee

 

100.0

%

Acquired 1998

 

93.4

1,590,606

 

Macy's, Sears, Nordstrom, Target, Primark

78.

Southdale Center

 

MN

 

Edina (Minneapolis)

 

Fee

 

100.0

%

Acquired 2007

 

85.8

1,246,313

 

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

79.

SouthPark

 

NC

 

Charlotte

 

Fee and Ground Lease (2040) (9)

 

100.0

%

Acquired 2002

 

96.4

1,684,900

 

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)

80.

Springfield Mall (1)

 

PA

 

Springfield (Philadelphia)

 

Fee

 

50.0

% (4)

Acquired 2005

 

81.1

610,066

 

Macy's, Target

81.

St. Charles Towne Center

 

MD

 

Waldorf (Washington, DC)

 

Fee

 

100.0

%

Built 1990

 

76.2

980,342

 

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

82.

St. Johns Town Center

 

FL

 

Jacksonville

 

Fee

 

50.0

% (4)

Built 2005

 

95.2

1,453,557

 

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

 

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

83.

Stanford Shopping Center

 

CA

 

Palo Alto (San Jose)

 

Ground Lease (2064)

 

94.4

% (11)

Acquired 2003

 

93.9

1,288,019

 

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

84.

Stoneridge Shopping Center

 

CA

 

Pleasanton (San Francisco)

 

Fee

 

49.9

% (4)

Acquired 2007

 

95.7

1,299,690

 

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

85.

Summit Mall

 

OH

 

Akron

 

Fee

 

100.0

%

Built 1965

 

89.4

776,843

 

Dillard's (8), Macy's, Arhaus Furniture

86.

Tacoma Mall

 

WA

 

Tacoma (Seattle)

 

Fee

 

100.0

%

Acquired 1987

 

92.8

1,240,441

 

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

87.

Tippecanoe Mall

 

IN

 

Lafayette

 

Fee

 

100.0

%

Built 1973

 

84.4

864,844

 

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

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 Larger Retailers and Uses

88.

Town Center at Boca Raton

 

FL

 

Boca Raton (Miami)

 

Fee

 

100.0

%

Acquired 1998

 

96.9

1,778,863

 

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

89.

Towne East Square

 

KS

 

Wichita

 

Fee

 

100.0

%

Built 1975

 

99.4

1,144,884

 

Dillard's, Von Maur, JCPenney, Round 1

90.

Treasure Coast Square

 

FL

 

Jensen Beach

 

Fee

 

100.0

%

Built 1987

 

88.7

876,234

 

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

91.

Tyrone Square

 

FL

 

St. Petersburg (Tampa)

 

Fee

 

100.0

%

Built 1972

 

89.0

960,570

 

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

92.

University Park Mall

 

IN

 

Mishawaka

 

Fee

 

100.0

%

Built 1979

 

84.7

918,320

 

Macy's, JCPenney, Barnes & Noble

93.

Walt Whitman Shops

 

NY

 

Huntington Station (New York)

 

Fee and Ground Lease (2032) (7)

 

100.0

%

Acquired 1998

 

91.3

1,084,579

 

Saks Fifth Avenue, Bloomingdale’s, Macy’s

94.

West Town Mall

 

TN

 

Knoxville

 

Fee and Ground Lease (2042)

 

50.0

% (4)

Acquired 1991

 

93.6

1,281,753

 

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

95.

Westchester, The

 

NY

 

White Plains (New York)

 

Fee

 

40.0

% (4)

Acquired 1997

 

84.3

806,086

 

Neiman Marcus, Nordstrom, Crate and Barrel

96.

White Oaks Mall

 

IL

 

Springfield

 

Fee

 

80.7

%

Built 1977

 

76.8

942,836

 

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

97.

Wolfchase Galleria

 

TN

 

Memphis

 

Fee

 

94.5

%

Acquired 2002

 

95.0

1,151,336

 

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

98.

Woodfield Mall

 

IL

 

Schaumburg (Chicago)

 

Fee

 

50.0

% (4)

Acquired 2012

 

91.2

2,155,042

 

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

99.

Woodland Hills Mall

 

OK

 

Tulsa

 

Fee

 

94.5

%

Acquired 2002

 

93.2

1,096,430

 

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

Total Mall GLA

111,905,430

(18)

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

Premium Outlets

1.

Albertville Premium Outlets

 

MN

 

Albertville (Minneapolis)

 

Fee

 

100.0

%

Acquired 2004

 

85.6

337,689

 

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

2.

Allen Premium Outlets

 

TX

 

Allen (Dallas)

 

Fee

 

100.0

%

Acquired 2004

 

96.5

544,216

 

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

 

92.5

271,533

 

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

4.

Birch Run Premium Outlets

 

MI

 

Birch Run (Detroit)

 

Fee

 

100.0

%

Acquired 2010

 

93.5

593,911

 

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

 

92.1

686,115

 

Adidas, Calvin Klein, Coach, Columbia Sportswear, Giorgio Armani, H&M, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour

6.

Carlsbad Premium Outlets

 

CA

 

Carlsbad (San Diego)

 

Fee

 

100.0

%

Acquired 2004

 

98.7

289,210

 

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

 

91.0

438,752

 

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

 

95.1

398,331

 

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

 

88.1

687,357

 

Adidas, 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

 

87.0

398,958

 

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

11.

Clarksburg Premium Outlets

 

MD

 

Clarksburg (Washington, DC)

 

Fee

 

66.0

% (4)

Built 2016

 

89.9

390,147

 

Armani Outlet, A/X Armani Exchange, Adidas, Calvin Klein, Coach, Columbia Sportswear, Express, Kate Spade New York, Lafayette 148 New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Tommy Hilfiger, Tory Burch, Under Armour, Vince

12.

Clinton 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

 

97.4

328,100

 

Adidas, A/X Armani Exchange, Calvin Klein, Coach, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines, Staybridge Suites (15)

14.

Desert Hills Premium Outlets

 

CA

 

Cabazon (Palm Springs)

 

Fee

 

100.0

%

Acquired 2004

 

98.5

655,225

 

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

 

91.6

477,119

 

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

 

87.1

297,933

 

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

17.

Gilroy Premium Outlets

 

CA

 

Gilroy (San Jose)

 

Fee

 

100.0

%

Acquired 2004

 

85.8

578,505

 

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

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

18.

Gloucester Premium Outlets

 

NJ

 

Blackwood (Philadelphia)

 

Fee

 

50.0

% (4)

Built 2015

 

88.7

378,506

 

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

 

93.7

423,640

 

Banana Republic, Bloomingdale's The Outlet Store, Coach, Columbia Sportswear, Kate Spade New York, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Bahama, Tommy Hilfiger, Under Armour

20.

Grove City Premium Outlets

 

PA

 

Grove City (Pittsburgh)

 

Fee

 

100.0

%

Acquired 2010

 

86.8

530,727

 

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

 

89.7

300,055

 

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

 

62.1

485,591

 

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

 

95.7

542,472

 

Ann Taylor, A/X Armani Exchange, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Gap Outlet, Giorgio Armani, Holiday Inn Express (15), Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Victoria's Secret

24.

Indiana Premium Outlets

 

IN

 

Edinburgh (Indianapolis)

 

Fee

 

100.0

%

Acquired 2004

 

93.2

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

 

84.9

285,560

 

Adidas, American Eagle Outfitters, 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

 

95.1

434,491

 

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

27.

Johnson Creek Premium Outlets

 

WI

 

Johnson Creek

 

Fee

 

100.0

%

Acquired 2004

 

86.8

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

 

86.8

259,334

 

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

29.

Las Americas Premium Outlets

 

CA

 

San Diego

 

Fee

 

100.0

%

Acquired 2007

 

94.7

553,993

 

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

 

94.7

676,270

 

All Saints, Armani Outlet, A/X Armani Exchange, Banana Republic, Burberry, Canali, CH Carolina Herrera, Cheesecake Factory, Coach, David Yurman, Dolce & Gabbana, Etro, Jimmy Choo, John Varvatos, Lululemon, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Roberto Cavalli, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Shake Shack, Tory Burch

31.

Las Vegas South Premium Outlets

 

NV

 

Las Vegas

 

Fee

 

100.0

%

Acquired 2004

 

96.6

535,721

 

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour

32.

Lee Premium Outlets

 

MA

 

Lee

 

Fee

 

100.0

%

Acquired 2010

 

89.7

224,756

 

Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour

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

33.

Leesburg Premium Outlets

 

VA

 

Leesburg (Washington, DC)

 

Fee

 

100.0

%

Acquired 2004

 

95.8

478,218

 

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

34.

Lighthouse Place Premium Outlets

 

IN

 

Michigan City (Chicago, IL)

 

Fee

 

100.0

%

Acquired 2004

 

87.9

454,778

 

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

 

98.1

408,892

 

Ann Taylor, Banana Republic, Barbour, Bloomingdale's The Outlet Store, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Lacoste, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines

36.

Napa Premium Outlets

 

CA

 

Napa

 

Fee

 

100.0

%

Acquired 2004

 

83.2

179,427

 

Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger

37.

Norfolk Premium Outlets

 

VA

 

Norfolk

 

Fee

 

65.0

% (4)

Built 2017

 

86.1

332,281

 

A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour

38.

North Bend Premium Outlets

 

WA

 

North Bend (Seattle)

 

Fee

 

100.0

%

Acquired 2004

 

84.9

223,621

 

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

 

89.8

540,802

 

Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn, The North Face, Tommy Hilfiger, Tory Burch, West Elm, Williams-Sonoma

40.

Orlando International Premium Outlets

 

FL

 

Orlando

 

Fee

 

100.0

%

Acquired 2010

 

99.2

773,380

 

Adidas, Armani Outlet, Calvin Klein, Carhartt, Coach, Columbia Sportswear, H&M,  J.Crew, Karl Lagerfeld, Kate Spade New York,Marc Jacobs, 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

 

99.4

656,753

 

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

 

82.6

201,948

 

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

 

91.3

549,155

 

Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, 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

 

94.9

356,509

 

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

 

85.1

147,403

 

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

 

93.6

402,412

 

Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, J.Crew, Lacoste, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour

47.

Puerto Rico Premium Outlets

 

PR

 

Barceloneta

 

Fee

 

100.0

%

Acquired 2010

 

94.7

349,884

 

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

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

48.

Queenstown Premium Outlets

 

MD

 

Queenstown (Baltimore)

 

Fee

 

100.0

%

Acquired 2010

 

89.5

289,682

 

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

 

85.1

603,929

 

Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Levi's, Michael Kors, Nike, Pandora, Polo Ralph Lauren, Tommy Hilfiger, Under Armour

50.

Round Rock Premium Outlets

 

TX

 

Round Rock (Austin)

 

Fee

 

100.0

%

Built 2006

 

97.3

498,387

 

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, (16)

51.

San Francisco Premium Outlets

 

CA

 

Livermore (San Francisco)

 

Fee and Ground Lease (2021) (9)

 

100.0

%

Built 2012

 

97.1

696,873

 

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

 

88.1

735,171

 

Armani Outlet, Banana Republic, Burberry, CH Carolina Herrera, Etro, Gucci, J. Crew, Jimmy Choo, Kate Spade New York, Lacoste, Lululemon, Neiman Marcus Last Call, Marc Jacobs, Michael Kors, Pandora, Polo Ralph Lauren, Pottery Barn, Prada, Restoration Hardware, 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

 

97.4

554,532

 

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

 

91.4

450,954

 

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

55.

St. Augustine Premium Outlets

 

FL

 

St. Augustine (Jacksonville)

 

Fee

 

100.0

%

Acquired 2004

 

95.3

327,720

 

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

56.

St. Louis Premium Outlets

 

MO

 

St. Louis (Chesterfield)

 

Fee

 

60.0

% (4)

Built 2013

 

93.1

351,425

 

Adidas, Ann Taylor, Brooks Brothers, Coach, Gap Outlet, J. Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Puma, Tommy Hilfiger, Ugg, Under Armour, Vera Bradley

57.

Tampa Premium Outlets

 

FL

 

Lutz (Tampa)

 

Fee

 

100.0

%

Built 2015

 

98.6

459,694

 

Adidas, A/X Armani Outlet, Banana Republic, BJ's Restaurant and Brewhouse, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J. Crew, Kate Spade New York, Lucky Brand, 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

 

94.7

355,254

 

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

 

91.8

352,705

 

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

60.

The Crossings Premium Outlets

 

PA

 

Tannersville

 

Fee and Ground Lease (2029) (7)

 

100.0

%

Acquired 2004

 

95.5

411,766

 

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

35

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

61.

Tucson Premium Outlets

 

AZ

 

Marana (Tucson)

 

Fee

 

100.0

%

Built 2015

 

79.9

363,456

 

Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Godiva, Guess, Johnny Rockets, Levi’s, Michael Kors, Nike, Polo Ralph Lauren, Saks 5th Avenue Off 5th, Skechers, Tommy Hilfiger, Under Armour

62.

Twin Cities Premium Outlets

 

MN

 

Eagan

 

Fee

 

35.0

% (4)

Built 2014

 

90.4

408,925

 

Adidas, Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J. Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Talbots,  Under Armour

63.

Vacaville Premium Outlets

 

CA

 

Vacaville

 

Fee

 

100.0

%

Acquired 2004

 

89.6

447,273

 

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

 

92.8

219,485

 

Adidas, All Saints, Armani Outlet, Calvin Klein, Coach, Furla, Kate Spade New York, Michael Kors, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Swarovski, Tommy Hilfiger, Tory Burch

65.

Waterloo Premium Outlets

 

NY

 

Waterloo

 

Fee

 

100.0

%

Acquired 2004

 

81.5

421,436

 

American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Chico’s, Coach, Columbia Sportswear, Gap Outlet, H&M, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour

66.

Williamsburg Premium Outlets

 

VA

 

Williamsburg

 

Fee

 

100.0

%

Acquired 2010

 

93.9

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, Puma, The North Face, Timberland, Tommy Bahama, Tommy Hilfiger, Under Armour, Vera Bradley, Vineyard Vines

67.

Woodburn Premium Outlets

 

OR

 

Woodburn (Portland)

 

Fee

 

100.0

%

Acquired 2013

 

93.5

389,513

 

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

 

95.1

909,425

 

Arc'teryx, Armani Outlet, Balenciaga, Balmain, Bottega Veneta, Breitling, Brioni, Brunello Cucinelli, Burberry, Canali, Celine, Chloe, Coach, Dior, Dolce & Gabbana, Dunhill, Fendi, Givenchy, Golden Goose, Gucci, Jimmy Choo, Lacoste, Loewe, Longchamp, Loro Piana, Marc Jacobs, Michael Kors, Moncler, Mulberry, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Santoni, Shake Shack, Stone Island, Stuart Weitzman, Theory, Tod's, Tom Ford, Tory Burch, Valentino, Versace, Zegna

69.

Wrentham Village Premium Outlets

 

MA

 

Wrentham (Boston)

 

Fee

 

100.0

%

Acquired 2004

 

93.8

672,869

 

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

Total U.S. Premium Outlets GLA

30,434,534

36

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

 

88.2

1,224,704

 

Marshalls, Burlington, Ross, Harkins Cinemas & IMAX, Sea Life Center, Conn's, Legoland,  Forever 21, dd's Discounts (6), Overtime by Dick's Sporting Goods, Rainforest Café

2.

Arundel Mills

 

MD

 

Hanover (Baltimore)

 

Fee

 

59.3

% (4)

Acquired 2007

 

97.1

1,929,910

 

Bass Pro Shops Outdoor World, Best Buy, Burlington, Dave & Buster's, Medieval Times, Saks Fifth Avenue Off 5th, Off Broadway Shoe Warehouse, T.J. Maxx, Cinemark Egyptian 24 Theatres, Maryland Live! Casino, Forever 21, Ulta, Live! Hotel (14)

3.

Colorado Mills

 

CO

 

Lakewood (Denver)

 

Fee

 

37.5

% (4)

Acquired 2007

 

86.1

1,416,322

 

Forever 21, Off Broadway Shoe Warehouse, Super Target, United Artists Theatre, Burlington, H&M, Dick's Sporting Goods, Springhill Suites (15)

4.

Concord Mills

 

NC

 

Concord (Charlotte)

 

Fee

 

59.3

% (4)

Acquired 2007

 

97.5

1,369,966

 

Bass Pro Shops Outdoor World, Burlington, Dave & Buster's, Nike Factory Store, Off Broadway Shoes, AMC Theatres, Best Buy, Forever 21, Sea Life Center, H&M, Dick's Sporting Goods (6)

5.

Grapevine Mills

 

TX

 

Grapevine (Dallas)

 

Fee

 

59.3

% (4)

Acquired 2007

 

99.1

1,781,214

 

Burlington, Marshalls, Saks Fifth Avenue Off 5th, AMC Theatres, Sun & Ski Sports, Neiman Marcus Last Call, Legoland Discovery Center, Sea Life Center, Ross, H&M, Round 1 Entertainment, Fieldhouse USA, Rainforest Café, Springhill Suites (15), Hyatt Place (15), Hawthorn (15)

6.

Great Mall

 

CA

 

Milpitas (San Jose)

 

Fee and Ground Lease (2049) (7)

 

100.0

%

Acquired 2007

 

98.4

1,368,462

 

Camille La Vie, Kohl's, Dave & Buster's, Burlington, 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

 

90.0

1,734,951

 

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

8.

Katy Mills

 

TX

 

Katy (Houston)

 

Fee

 

62.5

% (4) (2)

Acquired 2007

 

91.9

1,787,611

 

Bass Pro Shops Outdoor World, Books-A-Million, Burlington, Marshalls, Saks Fifth Avenue Off 5th, Sun & Ski Sports, AMC Theatres, Tilt, Ross, H&M, RH Outlet, Rainforest Café

9.

Mills at Jersey Gardens, The

 

NJ

 

Elizabeth

 

Fee

 

100.0

%

Acquired 2015

 

91.1

1,304,609

 

Burlington, Cohoes, Forever 21, AMC Theatres, Marshalls, Nike Factory Store, Saks 5th Avenue Off 5th, H&M, Tommy Hilfiger, Residence Inn (15), Courtyard by Marriott (15), Embassy Suites (15), Country Inn & Suites (15)

10.

Ontario Mills

 

CA

 

Ontario (Riverside)

 

Fee

 

50.0

% (4)

Acquired 2007

 

100.0

1,422,344

 

Burlington, Nike Factory Store, Marshalls, Saks Fifth Avenue Off 5th, Nordstrom Rack, Dave & Buster's, Camille La Vie, Sam Ash Music, AMC Theatres, Forever 21, Uniqlo, Skechers Superstore, Rainforest Café, Aki Home

11.

Opry Mills

 

TN

 

Nashville

 

Fee

 

100.0

%

Acquired 2007

 

99.7

1,169,158

 

Regal Cinema & IMAX, Dave & Buster's, Sun & Ski, Bass Pro Shops Outdoor World, Forever 21, H&M, Madame Tussauds, Rainforest Café, Aquarium Restaurant

12.

Outlets at Orange, The

 

CA

 

Orange (Los Angeles)

 

Fee

 

100.0

%

Acquired 2007

 

99.0

866,975

 

Dave & Buster’s, Vans Skatepark, Saks Fifth Avenue Off 5th, AMC Theatres, Neiman Marcus Last Call, Nordstrom Rack, Bloomingdale's the Outlet Store, Guitar Center, Nike Factory Store

13.

Potomac Mills

 

VA

 

Woodbridge (Washington, DC)

 

Fee

 

100.0

%

Acquired 2007

 

96.8

1,553,574

 

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

14.

Sawgrass Mills

 

FL

 

Sunrise (Miami)

 

Fee

 

100.0

%

Acquired 2007

 

92.6

2,327,229

 

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

Total Mills Properties GLA

21,257,029

37

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

 

96.1

229,511

 

Anthropologie, Apple, Pottery Barn

2.

Hamilton Town Center

 

IN

 

Noblesville (Indianapolis)

 

Fee

 

50.0

% (4)

Built 2008

 

88.3

675,179

 

JCPenney, Dick's Sporting Goods, Bed Bath & Beyond, DSW

3.

Pier Park

 

FL

 

Panama City Beach

 

Fee

 

65.6

% (4)

Built 2008

 

94

947,994

 

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

 

96.9

169,992

 

Anthropologie, Apple, Pottery Barn

Total Lifestyle Centers GLA

2,022,676

Other Properties

1 - 15.

Other Properties

 

11,385,786

 

16 - 17.

TMLP

 

Acquired 2007

 

2,913,461

 

Total Other GLA

14,299,247

(18)

Total U.S. Properties GLA

179,918,916

38

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:

Circle Centre - 104,944 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 - 139,701 sq. ft.

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

Southdale Center - 102,400 sq. ft.

39

Table of Contents

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, 2020. The data presented does not consider the impact of renewal options that may be contained in leases and excludes data related to TRG.

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

Avg. Base

Percentage of Gross

Number of

Minimum Rent

Annual Rental

Year

Leases Expiring

Square Feet

PSF at 12/31/2020

Revenues (2)

Inline Stores and Freestanding

Month to Month Leases

995

3,463,698

$

56.04

3.7

%

2021

2,392

8,635,941

$

50.52

8.0

%

2022

2,561

9,658,952

$

50.16

9.2

%

2023

2,325

9,254,119

$

59.14

8.9

%

2024

1,785

7,076,454

$

59.86

7.8

%

2025

1,561

6,100,909

$

63.53

7.4

%

2026

1,246

5,046,888

$

61.22

5.8

%

2027

924

3,621,868

$

65.80

4.5

%

2028

810

3,543,203

$

61.61

4.1

%

2029

697

3,025,932

$

66.61

3.5

%

2030

437

2,085,678

$

64.17

2.3

%

2031 and Thereafter

323

2,169,536

$

42.04

1.8

%

Specialty Leasing Agreements w/ terms in excess of 12 months

1,865

4,898,558

$

16.47

1.6

%

Anchors

Month to Month Leases

1

138,409

$

1.18

0.0

%

2021

2

158,266

$

3.73

0.0

%

2022

10

1,408,024

$

4.22

0.1

%

2023

17

2,381,099

$

6.00

0.3

%

2024

18

1,565,287

$

8.59

0.3

%

2025

17

1,676,634

$

6.72

0.2

%

2026

14

1,660,628

$

4.50

0.1

%

2027

6

920,224

$

4.16

0.1

%

2028

8

707,745

$

8.27

0.1

%

2029

4

511,660

$

2.44

0.0

%

2030

8

824,573

$

8.52

0.1

%

2031 and Thereafter

19

1,749,992

$

12.09

0.4

%

(1)Does not consider the impact of renewal options that may be contained in leases.
(2)Annual rental revenues represent domestic 2020 consolidated and joint venture combined base rental revenue.

40

Table of Contents

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, 2020, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $22.55 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, 2020, we had a controlling interest in a European investee with interests in ten Designer Outlet properties. Nine of the outlet properties are located in Europe and one outlet property is located in Canada. Of the nine properties in Europe, two are in Italy, two are in the Netherlands, and one each is in Austria, France, Germany, Spain and the United Kingdom. As of December 31, 2020, 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, a 50% interest in one operating joint venture in Thailand, and a 50% interest in three Premium Outlet operating joint venture properties in Canada. The nine Japanese Premium Outlets operate in various cities throughout Japan and comprise over 3.6 million square feet of GLA and were 99.5% leased as of December 31, 2020.

Our investment in TRG includes an interest in four operating joint venture properties located outside of the U.S.; two located in the People’s Republic of China and two located in South Korea. Our effective ownership in these centers, through our investment in TRG, ranges from 13.7% to 39.2%.

The following property tables summarize certain data for our international properties as of December 31, 2020 and do not include our equity investments in Klépierre, TRG, or our investment in Value Retail PLC and affiliated entities.

41

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 PREMIUM OUTLETS

JAPAN

 1.

Ami Premium Outlets

Ami (Tokyo)

Fee

40.0

%  

2009

315,000

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

2.

Gotemba Premium Outlets (2)

Gotemba City (Tokyo)

Fee

40.0

%  

2000

659,500

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

Phase 4 - 2020

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 (2)

Izumisano (Osaka)

Ground Lease (2031)

40.0

%  

2000

512,500

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

Phase 5 - 2020

5.

Sano Premium Outlets

Sano (Tokyo)

Fee

40.0

%  

2003

390,800

Adidas, Beams, Coach, Dunhill, Eddie Bauer, Etro, Furla, Gap Outlet, Gucci, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Prada/Miu Miu, Salvatore Ferragamo, TaylorMade

6.

Sendai-Izumi Premium Outlets

Izumi Park Town (Sendai)

Ground Lease (2027)

40.0

%  

2008

164,200

Adidas, Beams, Coach, Gap, Nike, Polo Ralph Lauren, Tommy Hilfiger, United Arrows

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

Fukuoka (Kyushu)

Fee

40.0

%  

2004

328,400

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

Subtotal Japan

3,613,700

42

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

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

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, Nike, Padini, Polo Ralph Lauren, Puma

Subtotal Malaysia

586,900

THAILAND

18.

Siam Premium Outlets Bangkok

Bangkok

Fee

50.0

%  

2020

264,000

Adidas, Balenciage, Burberry, Calvin Klein, Coach, Furla, Kate Spade New York, Nike, Skechers, Under Armour

Subtotal Thailand

264,000

CANADA

19.

Toronto Premium Outlets

Toronto (Ontario)

Fee

50.0

%  

2013

504,600

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

20.

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

21.

Premium Outlet Collection Edmonton International Airport

Edmonton (Alberta)

Ground Lease (2072)

50.0

%  

2018

422,600

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

Subtotal Canada

1,294,600

TOTAL INTERNATIONAL PREMIUM OUTLETS

8,282,100

43

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, Puma, Tommy Hilfiger,  Zegna

Subtotal Austria

118,000

ITALY

2.

La Reggia Designer Outlet (3)

 

Marcianise (Naples)

Fee

90.0

%  

2010

288,000

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

3.

Noventa Di Piave Designer Outlet

 

Venice

Fee

90.0

%  

2008

353,000

Adidas, Armani, Bally, Bottega Veneta, Burberry, Calvin Klein, Coach, Dolce & Gabanna, Fendi, Furla, Gucci, Loro Piana, Michael Kors, Nike, Pinko, Polo Ralph Lauren, Prada, Salvatore Ferragamo, Sergio Rossi,Tommy Hilfiger, Valentino, Versace, Zegna

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.

Designer Outlet Roosendaal

Roosendaal

Fee

94.0

%

2017

247,500

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

Subtotal Netherlands

545,500

UNITED KINGDOM

7.

Ashford Designer Outlet

 

Kent

Fee

45.0

%  

2000

281,000

Adidas, Calvin Klein, Clarks, Fossil, French Connection, Gap, Guess, Kate Spade New York, Nike, Polo Ralph Lauren, Superdry, Tommy Hilfiger

Subtotal England

281,000

CANADA

8.

Vancouver Designer Outlets

 

Vancouver

Ground Lease (2072)

45.0

%  

2015

326,000

Adidas, Armani, Burberry, Calvin Klein, Coach, Gap, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour

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, Calvin Klein, Guess, Michael Kors, Nike, Polo Ralph Lauren, Puma, Prada, Timberland, Tommy Hilfiger

Subtotal France

269,000

SPAIN

11.

Málaga Designer Outlet

Málaga

Fee

46.1

%

2020

191,000

Adidas, Armani, Burberry, Calvin Klein, Furla, Guess, Polo Ralph Lauren, Prada, Tommy Hilfiger, Under Armour

Subtotal Spain

191,000

Total International Designer Outlets

2,563,000

FOOTNOTES:

(1)All gross leasable area listed in square feet.
(2)Property completed an expansion in 2020.
(3)Property is undergoing an expansion.

44

Table of Contents

Land

We have direct or indirect ownership interests in approximately 186 acres of land held in the United States and Canada for future development.

Sustainability

At Simon, we define and implement sustainability and ESG initiatives into all aspects 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 healthy, safe, productive, and positive work environment for our employees. Our sustainability framework focuses on four key areas: Customers, Communities, Environment, and Employees.

The health and safety of all who work in and visit our properties has and continues to be our top priority, and in 2020, our Sustainability office enrolled and successfully achieved the International WELL Building Institute’s (IWBI) third party verified WELL Health-Safety Rating for Facility Operations and Management for over 200 properties in our portfolio. This rating was earned primarily as a result of our first in class emergency management programs, and the implementation of Simon’s rigorous COVID-19 exposure mitigation protocols. Simon will continue to go above and beyond to ensure that all occupants in our centers can feel confident that Simon is working hard to protect them. To learn more about our Health-Safety efforts and rating visit: www.simon.com/health.

Since 2003, we have measured our environmental impact and leveraged sustainability to reduce this impact while achieving cost efficiencies in our operations by implementing a range of energy management practices, and continuous energy monitoring and reporting. As a result, we have reduced our energy consumption every year since 2003. In this period, excluding new developments, we have reduced the energy usage over which we have direct control, by 354 million kWh, representing a 33% reduction across a portfolio of comparable properties. In recent years, we have ramped up these efforts, and from 2013-2019 have achieved an energy use reduction of 182 million kWh, representing a 20% reduction in a six-year period, accounting for 51% of total reductions achieved since 2003.

Our reduction in greenhouse gas emissions resulting from our energy management efforts since 2003 is 312,067 metric tons of CO2e. This figure represents a reduction of 54% and includes emission streams scope 1 and  scope 2. Enhanced efforts from 2013-2019 have resulted in emissions reduction of 125,457 metric tons of CO2e. This represents a 32% reduction in a six-year period, accounting for 40% of total reductions achieved since 2003. Additional emission streams, such as scope 3 emissions generated from 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.

We are also focused on reducing our water usage, and in 2019, achieved a reduction of 5.4% in water use. We have reduced water consumption by 1.5 million gallons, representing an 18% reduction since 2015, and are on track to meet our 2025 20% reduction target ahead of time.

In 2020, Simon announced new 2035 emissions targets approved by the Science Based Target Initiative (SBTi). Our commitment is to reduce scope 1 and scope 2 emissions by 68% (2019 baseline), and scope 3, including tenant emissions by 21% (2018 baseline). We have also aligned our climate-related risk disclosure with the recommendations made by the Task Force on Climate Related Financial Disclosures (TCFD), established by the Financial Stability Board (FSB). To learn more and access the full report visit: investors.simon.com/sustainability.

Simon’s sustainability performance has been recognized by international organizations. In 2020, Simon participated in CDP’s annual climate change questionnaire and received an A score, earning a prestigious place on CDP’s climate change ‘A List’ that represents results achieved by only 270 of the 5,800+ (<5%) reporting organizations globally. Simon was also awarded a Green Star ranking - the designation awarded for leadership in sustainability performance by the Global Real Estate Sustainability Benchmark (GRESB).

Mortgages and Unsecured Debt

The following table sets forth certain information regarding the mortgages encumbering our properties, and the properties held by our domestic and international joint venture arrangements, and also our unsecured corporate debt, excluding TRG. Substantially all of the mortgage and property related debt is nonrecourse to us.  

45

Table of Contents

Mortgage and Unsecured Debt

As of December 31, 2020

(Dollars in thousands)

Interest

Face

Annual Debt

Maturity

 

Property Name

Rate

Amount

Service (1)

Date

 

Consolidated Indebtedness:

Secured Indebtedness:

Arizona Mills

 

5.76

%  

$

145,874

$

12,247

07/01/21

Battlefield Mall

 

3.95

%  

112,707

6,908

09/01/22

Birch Run Premium Outlets

 

4.21

%  

123,000

5,263

(2)

02/06/26

Calhoun Outlet Marketplace

 

4.17

%  

17,941

(19)

1,140

06/01/26

Carolina Premium Outlets

 

3.36

%  

41,757

2,672

12/01/22

Domain, The

 

5.44

%  

176,533

14,066

08/01/21

Ellenton Premium Outlets

 

4.30

%  

178,000

7,779

(2)

12/01/25

Empire Mall

 

4.31

%  

183,782

11,290

12/01/25

Florida Keys Outlet Marketplace

 

4.17

%  

17,001

720

(2)

12/01/25

Gaffney Outlet Marketplace

 

4.17

%  

28,981

(19)

1,839

06/01/26

Grand Prairie Premium Outlets

 

3.66

%  

109,122

6,588

04/01/23

Grove City Premium Outlets

 

4.31

%  

140,000

6,133

(2)

12/01/25

Gulfport Premium Outlets

 

4.35

%  

50,000

2,211

(2)

12/01/25

Gurnee Mills

 

3.99

%  

253,708

16,156

(2)

10/01/26

Hagerstown Premium Outlets

 

4.26

%  

73,314

4,548

02/06/26

Ingram Park Mall

 

5.38

%  

122,251

9,732

06/01/21

La Reggia Designer Outlet Phases 1 & 2

 

2.25

%  

(25)

159,432

(30)

7,889

02/15/22

Lee Premium Outlets

 

4.17

%  

49,504

(19)

3,331

06/01/26

Merrimack Premium Outlets

 

3.78

%  

116,398

7,238

07/01/23

Midland Park Mall

 

4.35

%  

71,822

5,072

09/06/22

Mills at Jersey Gardens, The

 

3.38

%  

(1)

355,000

14,111

(2)

11/09/25

(3)

Montgomery Mall

 

4.57

%  

100,000

4,646

(2)

05/01/24

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

 

1.95

%  

343,042

(30)

6,130

(2)

07/25/25

Opry Mills

 

4.09

%  

375,000

15,601

(2)

07/01/26

Outlets at Orange, The

 

4.22

%  

215,000

9,218

(2)

04/01/24

Oxford Valley Mall

 

4.77

%  

32,779

(8)

4,310

12/07/20

Parndorf Designer Outlet

 

2.00

%  

226,896

(30)

4,268

(2)

07/04/29

Penn Square Mall

 

3.84

%  

310,000

12,109

(2)

01/01/26

Phipps Plaza Hotel

 

1.89

%  

(1)

25,000

603

(2)

10/25/26

Pismo Beach Premium Outlets

 

3.33

%  

34,329

(20)

1,423

09/06/26

Plaza Carolina

 

1.24

%  

(1)

225,000

3,925

(2)

07/27/21

Pleasant Prairie Premium Outlets

 

4.00

%  

145,000

5,889

(2)

09/01/27

Potomac Mills

 

3.46

%  

416,000

14,623

(2)

11/01/26

Provence Designer Outlet

 

1.60

%  

(33)

100,445

(30)

1,756

(2)

07/27/22

(3)

Puerto Rico Premium Outlets

 

1.24

%  

(1)

160,000

2,816

(2)

07/26/21

Queenstown Premium Outlets

 

3.33

%  

60,308

(20)

2,494

09/06/26

Roermond Designer Outlet

 

1.78

%  

282,085

(30)

4,847

(2)

12/18/21

Roosendaal Designer Outlets

 

1.75

%  

(24)

72,342

(30)

2,692

02/25/24

(3)

Shops at Chestnut Hill, The

 

4.69

%  

120,000

5,718

(2)

11/01/23

Shops at Riverside, The

 

3.37

%  

130,000

4,455

(2)

02/01/23

Southdale Center

 

3.84

%  

138,131

8,703

04/01/23

Southridge Mall

 

3.85

%  

112,087

6,802

06/06/23

46

Table of Contents

Mortgage and Unsecured Debt

As of December 31, 2020

(Dollars in thousands)

Interest

Face

Annual Debt

Maturity

 

Property Name

Rate

Amount

Service (1)

Date

 

Summit Mall

 

3.31

%  

85,000

2,864

(2)

10/01/26

The Crossings Premium Outlets

 

3.41

%  

103,304

6,123

12/01/22

Town Center at Cobb

 

4.76

%  

180,376

9,968

05/01/22

University Park Village

 

3.85

%  

54,425

2,685

05/01/28

White Oaks Mall

 

2.89

%  

(28)

46,915

2,261

06/01/24

(3)

Williamsburg Premium Outlets

 

4.23

%  

185,000

7,954

(2)

02/06/26

Wolfchase Galleria

4.15

%  

155,152

7,563

(2)

11/01/26

Total Consolidated Secured Indebtedness

$

6,959,743

Unsecured Indebtedness:

Simon Property Group, L.P.

 

Global Commercial Paper - USD

 

0.29

%  

(16)

623,020

 

1,779

(2)

02/19/21

Revolving Credit Facility - USD

 

0.84

%  

(15)

125,000

 

1,050

(2)

06/30/25

(3)

Term Facility - USD

0.85

%  

(15)

2,000,000

(35)

17,000

(2)

06/30/23

(3)

Unsecured Notes - 22C

 

6.75

%  

600,000

 

40,500

(14)

02/01/40

Unsecured Notes - 25C

 

4.75

%  

550,000

 

26,125

(14)

03/15/42

Unsecured Notes - 26B

 

2.75

%  

500,000

 

13,750

(14)

02/01/23

Unsecured Notes - 27B

 

3.75

%  

600,000

 

22,500

(14)

02/01/24

Unsecured Notes - 28A

 

3.38

%  

900,000

30,375

(14)

10/01/24

Unsecured Notes - 28B

 

4.25

%  

400,000

17,000

(14)

10/01/44

Unsecured Notes - 29B

 

3.50

%  

1,100,000

 

38,500

(14)

09/01/25

Unsecured Notes - 30A

 

2.50

%  

550,000

(35)

 

13,750

(14)

07/15/21

Unsecured Notes - 30B

 

3.30

%  

800,000

 

26,400

(14)

01/15/26

Unsecured Notes - 31A

 

2.35

%  

550,000

 

12,925

(14)

01/30/22

Unsecured Notes - 31B

 

3.25

%  

750,000

 

24,375

(14)

11/30/26

Unsecured Notes - 31C

 

4.25

%  

550,000

 

23,375

(14)

11/30/46

Unsecured Notes - 32A

 

2.63

%  

600,000

 

15,750

(14)

06/15/22

Unsecured Notes - 32B

 

3.38

%  

750,000

 

25,313

(14)

06/15/27

Unsecured Notes - 33A

 

2.75

%  

600,000

 

16,500

(14)

06/01/23

Unsecured Notes - 33B

 

3.38

%  

750,000

 

25,313

(14)

12/01/27

Unsecured Notes - 34A

 

2.00

%  

1,000,000

 

20,000

(14)

09/13/24

Unsecured Notes - 34B

 

2.45

%  

1,250,000

 

30,625

(14)

09/13/29

Unsecured Notes - 34C

 

3.25

%  

1,250,000

 

40,625

(14)

09/13/49

Unsecured Notes - 35A

2.65

%  

750,000

19,875

(14)

07/15/30

Unsecured Notes - 35B

3.80

%  

750,000

28,500

(14)

07/15/50

Unsecured Notes - Euro 2

 

1.38

%  

919,850

(13)

 

12,648

(6)

11/18/22

Unsecured Notes - Euro 3

1.25

%  

613,232

(10)

7,665

(6)

05/13/25

Total Consolidated Unsecured Indebtedness

$

19,831,102

Total Consolidated Indebtedness at Face Amounts

$

26,790,845

Premium on Indebtedness

 

35,077

Discount on Indebtedness

 

(54,199)

Debt Issuance Costs

 

(113,132)

Other Debt Obligations

 

64,770

(18)

Total Consolidated Indebtedness

$

26,723,361

Our Share of Consolidated Indebtedness

$

26,542,123

47

Table of Contents

Mortgage and Unsecured Debt

As of December 31, 2020

(Dollars in thousands)

Interest

Face

Annual Debt

Maturity

 

Property Name

Rate

Amount

Service (1)

Date

 

Joint Venture Indebtedness:

Secured Indebtedness:

 

Ami Premium Outlets

 

1.64

%  

$

35,097

(26)

$

8,882

09/25/23

Arundel Mills

 

4.29

%  

 

383,500

 

16,717

(2)

02/06/24

Ashford Designer Outlet

 

3.08

%  

(27)

 

136,504

(21)

 

4,210

(2)

02/22/22

Aventura Mall

 

4.12

%  

 

1,750,000

 

73,324

(2)

07/01/28

Avenues, The

 

3.60

%  

 

110,000

 

4,026

(2)

02/06/23

Briarwood Mall

 

3.29

%  

 

165,000

 

5,522

(2)

09/01/26

Busan Premium Outlets

 

3.04

%  

 

100,274

(17)

 

2,855

(2)

06/20/23

Cape Cod Mall

5.75

%  

84,739

6,995

03/06/21

Charlotte Premium Outlets

 

4.27

%  

 

100,000

 

4,297

(2)

07/01/28

Circle Centre

 

2.89

%  

(1)

 

63,500

 

2,696

12/06/24

(3)

Clarksburg Premium Outlets

 

3.95

%  

 

160,000

 

6,325

(2)

01/01/28

Coconut Point

 

3.95

%  

 

182,775

 

10,812

10/01/26

Colorado Mills - 1

 

4.28

%  

 

128,913

 

8,050

11/01/24

Colorado Mills - 2

 

5.04

%  

 

25,083

 

1,811

07/01/21

Concord Mills

 

3.84

%  

 

235,000

 

9,165

(2)

11/01/22

Crystal Mall

 

4.46

%  

 

84,074

 

5,743

06/06/22

Dadeland Mall

 

4.50

%  

 

392,014

 

26,975

12/05/21

Dadeland Mall Hotel

 

2.49

%  

(1)

 

15,101

 

377

(2)

07/01/23

Del Amo Fashion Center

3.66

%  

585,000

21,753

(2)

06/01/27

Domain Westin

 

4.12

%  

 

63,663

 

3,721

09/01/25

Dover Mall

 

5.57

%  

 

81,426

 

7,497

08/06/21

Emerald Square Mall

 

4.71

%  

 

99,568

 

5,538

08/11/22

Falls, The

 

3.45

%  

 

150,000

 

5,261

(2)

09/01/26

Fashion Centre Pentagon Office

 

5.11

%  

 

40,000

 

2,077

(2)

07/01/21

Fashion Centre Pentagon Retail

 

4.87

%  

 

410,000

 

20,289

(2)

07/01/21

Fashion Valley

 

4.30

%  

(34)

 

411,565

 

28,171

02/01/21

Florida Mall, The

 

5.25

%  

 

305,474

 

24,502

03/05/21

Galleria, The

 

3.55

%  

 

1,200,000

 

43,308

(2)

03/01/25

Genting Highland Premium Outlets

 

3.96

%  

(7)

 

25,311

(9)

 

1,125

(2)

02/14/24

Gloucester Premium Outlets

 

1.64

%  

(1)

 

86,000

 

1,855

(2)

03/01/23

(3)

Gotemba Premium Outlets

0.16

%  

126,010

(26)

235

(2)

04/08/27

Grapevine Mills

 

3.83

%  

 

268,000

 

10,443

(2)

10/01/24

Hamilton Town Center

 

4.81

%  

76,227

5,287

04/01/22

Katy Mills

 

3.49

%  

140,000

4,967

(2)

12/06/22

Kobe-Sanda Premium Outlets

 

0.34

%  

(12)

8,725

(26)

42

(2)

01/31/23

Lehigh Valley Mall

 

4.06

%  

 

189,147

 

11,523

11/01/27

Liberty Tree Mall

 

3.41

%  

 

29,445

 

1,765

05/06/23

Malaga Designer Outlet

 

2.75

%  

(22)

 

61,744

 

1,737

(2)

02/09/23

Mall at Rockingham Park, The

 

4.04

%  

 

262,000

 

10,761

(2)

06/01/26

Mall at Tuttle Crossing, The

 

3.56

%  

 

114,814

 

5,685

05/01/23

Mall of New Hampshire, The

 

4.11

%  

 

150,000

 

6,265

(2)

07/01/25

48

Table of Contents

Mortgage and Unsecured Debt

As of December 31, 2020

(Dollars in thousands)

Interest

Face

Annual Debt

Maturity

 

Property Name

Rate

Amount

Service (1)

Date

 

Meadowood Mall

 

5.82

%  

 

107,751

 

8,809

11/06/21

Miami International Mall

 

4.42

%  

 

160,000

 

7,190

(2)

02/06/24

Northshore Mall

 

3.30

%  

 

230,163

 

14,177

07/05/23

Ochtrup Designer Outlet

 

2.49

%  

(27)

 

46,262

(30)

 

1,871

06/30/21

Ontario Mills

 

4.25

%  

 

289,141

 

20,328

03/05/22

Paju Premium Outlets

 

3.36

%  

 

69,915

(17)

 

4,556

07/13/23

Premium Outlet Collection Edmonton IA

 

1.76

%  

(4)

 

106,105

(5)

 

2,202

(2)

11/10/21

Premium Outlets Montréal

 

3.08

%  

 

94,177

(5)

 

2,537

(2)

06/01/24

Quaker Bridge Mall

 

4.50

%  

 

180,000

 

8,235

(2)

05/01/26

Querétaro Premium Outlets - Fixed

 

9.98

%  

 

22,469

(32)

 

2,243

(3)

12/20/33

Querétaro Premium Outlets - Variable

 

8.49

%  

 

5,581

(32)

 

474

(2)

12/20/21

Rinku Premium Outlets - Fixed

0.30

%  

57,189

(26)

172,551

(2)

07/31/27

Rinku Premium Outlets - Variable

 

0.34

%  

(12)

 

9,693

(26)

 

32,604

(2)

07/31/22

Roermond 4 Designer Outlet

1.30

%  

(23)

206,046

(30)

2,834

(2)

08/17/25

Roosevelt Field Hotel

 

3.24

%  

(1)

 

28,270

 

516

(2)

01/12/23

Round Rock Plaza Residential

 

2.14

%  

(1)

 

29,462

 

50

(2)

01/24/24

Sano Premium Outlets

0.28

%  

44,103

(26)

126

(2)

02/28/25

Sawgrass Mills Hotel

 

5.27

%  

(2)

 

20,033

 

1,056

(1)

06/07/24

Shisui Premium Outlets Phase 1

 

0.32

%  

(12)

 

27,141

(26)

 

246

(2)

05/31/23

Shisui Premium Outlets Phase 2

 

0.35

%  

 

48,465

(26)

 

167

(2)

04/08/25

Shisui Premium Outlets Phase 3

 

0.32

%  

(12)

 

25,202

(26)

 

81

(2)

11/30/23

Shops at Clearfork, The

 

2.81

%  

(1)

 

145,000

 

3,940

(2)

03/11/30

(3)

Shops at Crystals, The

 

3.74

%  

 

550,000

 

20,935

(2)

07/01/26

Shops at Mission Viejo, The

 

3.61

%  

 

295,000

 

10,827

(2)

02/01/23

Siam Premium Outlets Bangkok

 

3.95

%  

 

81,008

(11)

 

1,496

(2)

06/05/31

Siheung Premium Outlets

 

3.28

%  

 

137,990

(17)

 

4,176

(2)

03/15/23

Silver Sands Premium Outlets

 

3.93

%  

 

100,000

 

2,948

(2)

06/01/22

Smith Haven Mall

 

2.64

%  

(1)

 

171,750

 

12,619

01/30/21

Solomon Pond Mall

 

4.01

%  

 

93,308

 

5,464

11/01/22

Southdale Hotel

 

2.14

%  

 

17,000

 

473

(2)

06/01/22

Southdale Residential

 

4.46

%  

 

38,012

 

2,457

10/15/35

Springfield Mall

 

4.45

%  

 

59,485

 

3,680

10/06/25

Square One Mall

 

5.47

%  

 

86,064

 

6,451

01/06/22

St. Johns Town Center

 

3.82

%  

 

350,000

 

13,589

(2)

09/11/24

St. Louis Premium Outlets

 

4.06

%  

 

93,138

 

5,478

10/06/24

Stoneridge Shopping Center

 

3.50

%  

 

330,000

 

11,550

(2)

09/05/26

Tanger Outlets Columbus

 

1.99

%  

(1)

 

71,000

 

1,864

(2)

11/28/22

Tanger Outlets - Galveston/Houston

 

1.79

%  

(1)

 

80,000

 

1,757

(2)

07/01/22

(3)

Toki Premium Outlets - Fixed

 

0.21

%  

 

25,687

(26)

 

48

(2)

11/30/24

Toki Premium Outlets - Variable

 

0.29

%  

(12)

 

3,392

(26)

 

3,392

(2)

11/30/24

Toronto Premium Outlets

 

3.11

%  

 

133,420

(5)

 

4,144

(2)

06/01/22

Toronto Premium Outlets II

 

1.66

%  

(4)

 

90,824

(5)

 

1,508

(2)

05/24/22

(3)

Tosu Premium Outlets

 

0.17

%  

(12)

 

71,242

(26)

 

140

(2)

10/31/26

Twin Cities Premium Outlets

 

4.32

%  

 

115,000

 

5,051

(2)

11/06/24

49

Table of Contents

Mortgage and Unsecured Debt

As of December 31, 2020

(Dollars in thousands)

Interest

Face

Annual Debt

Maturity

 

Property Name

Rate

Amount

Service (1)

Date

 

Vancouver Designer Outlet

 

2.01

%  

(4)

 

125,849

(5)

 

3,103

(2)

02/18/21

West Midlands Designer Outlets

3.68

%  

 

42,042

(16)

 

1,545

(1)

02/27/23

West Town Mall

4.37

%  

 

206,957

 

12,305

07/01/22

Westchester, The

3.25

%  

 

400,000

 

14,288

(2)

02/01/30

Woodfield Mall

4.50

%  

 

397,944

25,526

03/05/24

Yeoju Premium Outlets

3.41

%  

 

67,152

(17)

2,078

(2)

03/06/23

Total Joint Venture Secured Indebtedness at Face Value

15,221,125

 

TMLP Indebtedness at Face Value

 

378,845

(29)

Total Joint Venture and TMLP Indebtedness at Face Value

 

15,599,970

 

Debt Issuance Costs

 

(30,485)

Total Joint Venture Indebtedness

$

15,569,485

 

Our Share of Joint Venture Indebtedness

$

7,159,202

(31)

(1)Variable rate loans based on one-month (1M) LIBOR plus interest rate spreads ranging from 77.5 bps to 324 bps.  1M LIBOR as of December 31, 2020 was 0.14%.
(2)Requires monthly payment of interest only.
(3)Includes applicable extension available at the Applicable Borrower's option.
(4)Variable rate loans based on 1M CDOR plus interest rate spreads ranging from 120 bps to 155 bps.  1M CDOR at December 31, 2020 was 0.46%.
(5)Amount shown in USD equivalent.  CAD equivalent is 701.3 million.
(6)Requires annual payment of interest only.
(7)Variable rate loans based on Cost of Fund plus interest rate spreads of 175 bps. Cost of Fund as of December 31, 2020 was 2.21%.
(8)Mortgage is outstanding as of 12/31/2020, the single purpose entity borrower and the lender are currently working together to extend the maturity date of this non-recourse loan.
(9)Amount shown in USD equivalent.  Ringgit equivalent is 102.0 million.
(10)Amount shown in USD equivalent.  Euro equivalent is 500.0 million.
(11)Amount shown in USD equivalent.  Baht equivalent is 2.4 billion.
(12)Variable rate loans based on six-month (6M) TIBOR plus interest rate spreads ranging from 17.5 bps to 35 bps.  As of December 31, 2020, 6M TIBOR was 0.14%.
(13)Amount shown in USD equivalent.  Euro equivalent is 750.0 million.
(14)Requires semi-annual payments of interest only.
(15)Credit Facilities. As of December 31, 2020, the Credit Facilities bear interest at a spread of LIBOR plus an interest rate spread of 0 bps to 160 bps or LIBOR plus 77.5 bps. The Credit Facilities provide for different pricing based upon our investment grade rating. As of December 31, 2020, $6.7 billion was available after outstanding borrowings and letters of credit under our Credit Facilities.
(16)Reflects the weighted average maturity date and weighted average interest rate of all outstanding tranches of commercial paper at December 31, 2020.
(17)Amount shown in USD equivalent.  Won equivalent is 408.0 billion.
(18)City of Sunrise Bond Liability (Sawgrass Mills).

50

Table of Contents

Mortgage and Unsecured Debt

As of December 31, 2020

(Dollars in thousands)

(19)Loans secured by these three properties are cross-collateralized and cross-defaulted.
(20)Loans secured by these two properties are cross-collateralized and cross-defaulted.
(21)Amount shown in USD equivalent.  GBP equivalent is 100.0 million.
(22)Variable rate loan based on three-month (3M) EURIBOR, which is subject to a floor of 0.00%, plus an interest rate spread of 275 bps.
(23)Variable rate loan based on 3M EURIBOR plus an interest rate spread of 130 bps. Through an interest rate floor agreement, 3M EURIBOR is currently fixed at 0.00%. Also, 3M EURIBOR is capped at 1.30%.
(24)Variable rate loan based on one-month (1M) EURIBOR, which is subject to a floor of 0.00%, plus an interest rate spread of 175 bps.
(25)Variable rate loan based on 3M EURIBOR plus an interest rate spread from 250 bps to 275 bps.  Through an interest rate floor agreement, 3M EURIBOR is currently fixed at 0.00%.
(26)Amount shown in USD equivalent.  Yen equivalent is 49.7 billion
(27)Associated with this loan is an interest rate swap agreement that effectively fixes the interest rate on this loan at the all-in rate presented.
(28)Variable rate loan based on 1M LIBOR plus an interest rate spread of 275 bps.  In addition, 1M LIBOR is capped at 5.00%.
(29)Consists of two properties with interest rates ranging from 5.65% to 7.32% and maturities between 2021 and 2024.
(30)Amount shown in USD equivalent.  Euro equivalent is 1.2 billion.
(31)Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including properties owned by The Mills Limited Partnership.  To the extent total indebtedness is secured by a property, it is non-recourse to us, with the exception of approximately $219.2 million of payment guarantees provided by the Operating Partnership.
(32)Amount shown in USD equivalent. Peso equivalent is 557.9 million.
(33)Variable rate loan based on 3M EURIBOR plus an interest rate spread of 160 bps. Through an interest rate floor agreement, 3M EURIBOR is currently fixed at 0.00%. In addition, 3M EURIBOR is capped at 1.00%.
(34)Subsequent to December 31, 2020, this mortgage was refinanced to $415 million, with a maturity date of February 1, 2024, and an interest rate of 3.75%.
(35)On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount. Further on February 2, 2021, the Operating Partnership repaid $750 million under the Term Facility.

51

Table of Contents

Mortgage and Unsecured Debt

As of December 31, 2020

(Dollars in thousands)

The changes in consolidated mortgages and unsecured indebtedness for the years ended December 31, 2020, 2019 and 2018 are as follows:

    

2020

    

2019

    

2018

 

Balance, Beginning of Year

$

24,163,230

$

23,305,535

$

24,632,463

Additions during period:

New Loan Originations

 

15,269,455

 

13,355,809

 

7,980,569

Loans assumed in acquisitions and consolidation

 

 

21,001

 

215,000

Net (Discount)/Premium

 

28,906

 

(16,903)

 

301

Net Debt Issuance Costs

(34,595)

(23,505)

(6,885)

Deductions during period:

Loan Retirements

 

(12,932,448)

 

(12,366,951)

 

(9,340,861)

Amortization of Net Discounts/(Premiums)

 

174

 

(758)

 

1,618

Debt Issuance Cost Amortization

23,076

18,400

21,444

Scheduled Principal Amortization

 

(51,728)

 

(58,419)

 

(54,624)

Foreign Currency Translation

257,291

(70,979)

(143,490)

Balance, Close of Year

$

26,723,361

$

24,163,230

$

23,305,535

52

Table of Contents

Item 3.  Legal Proceedings

We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that our current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable, and the amount can be reasonably estimated.

Item 4.  Mine Safety Disclosures

Not applicable.

53

Table of Contents

Part II

Item 5.  Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Simon

Market Information

Simon’s common stock trades on the New York Stock Exchange under the symbol “SPG”.

Holders

The number of holders of record of common stock outstanding was 1,140 as of January 31, 2021. The Class B common stock is subject to two voting trusts as to which Herbert Simon and David Simon are the trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.

Dividends

We must pay a minimum amount of dividends to maintain Simon’s status as a REIT. Simon’s future dividends and future distributions of the Operating Partnership will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.

Common stock cash dividends paid during 2020 aggregated $4.70 per share. Common stock cash dividends during 2019 aggregated $8.30 per share. On December 15, 2020, Simon’s Board of Directors declared a quarterly cash dividend for the fourth quarter of 2020 of $1.30 per share, payable on January 22, 2021 to shareholders of record on December 24, 2020.  

We offer a dividend reinvestment plan that allows Simon’s stockholders to acquire additional shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the plan at a price equal to the prevailing market price of such shares, without payment of any brokerage commission or service charge.

Unregistered Sales of Equity Securities

During the quarter ended December 31, 2020, Simon issued 98,290 shares of common stock to 20 limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership.  The issuance of shares of common stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Issuances Under Equity Compensation Plans

For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K.

Issuer Purchases of Equity Securities

None.

The Operating Partnership

Market Information

There is no established trading market for units or preferred units.  

Holders

The number of holders of record of units was 222 as of January 31, 2021.

54

Table of Contents

Distributions

The Operating Partnership makes distributions on its units in amounts sufficient to maintain Simon's qualification as a REIT. Simon is required each year to distribute to its stockholders at least 90% of its REIT taxable income after certain adjustments. Future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the distributions that may be required to maintain Simon's status as a REIT.

Distributions during 2020 aggregated $4.70 per unit.  Distributions during 2019 aggregated $8.30 per unit.  On December 15, 2020, Simon’s Board of Directors declared a quarterly cash distribution for the fourth quarter of 2020 of $1.30 per unit, payable on January 22, 2021 to unitholders of record on December 24, 2020.  The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Simon’s common stock.

Unregistered Sales of Equity Securities

During the quarter ended December 31, 2020, the Operating Partnership issued 955,705 units in connection with the acquisition of an 80% ownership interest in TRG.

Issuer Purchases of Equity Securities

None.

55

Table of Contents

Item 6.  Selected Financial Data

The following tables set forth selected financial data. The selected financial data should be read in conjunction with the financial statements and notes thereto and with Management’s Discussion and Analysis of Financial Condition and Results of Operations. Other data we believe is important in understanding trends in our business is also included in the tables.

As of or for the Year Ended December 31

   

2020

   

2019 (1)

   

2018

   

2017 (2)

   

2016 (3)

(in thousands, except per share data)

OPERATING DATA:

Total consolidated revenue (4)

$

4,607,503

$

5,755,189

$

5,645,288

$

5,527,336

$

5,427,910

Consolidated net income

 

1,277,324

 

2,423,188

 

2,822,343

 

2,244,903

 

2,134,706

Net income attributable to common stockholders - SPG Inc.

1,109,227

2,098,247

2,436,721

1,944,625

1,835,559

Net income attributable to unitholders - SPG L.P.

1,276,450

2,416,945

2,805,764

2,239,638

2,122,236

BASIC AND DILUTED EARNINGS PER SHARE/UNIT:

Simon Property Group, Inc.

Net income attributable to common stockholders

$

3.59

$

6.81

$

7.87

$

6.24

$

5.87

Basic weighted average shares outstanding

 

308,738

 

307,950

 

309,627

 

311,517

 

312,691

Diluted weighted average shares outstanding

 

308,738

 

307,950

 

309,627

 

311,517

 

312,691

Dividends per share (5)

$

6.00

$

8.30

$

7.90

$

7.15

$

6.50

Simon Property Group, L.P.

Net income attributable to unitholders

$

3.59

$

6.81

$

7.87

$

6.24

$

5.87

Basic weighted average units outstanding

 

355,282

 

354,724

 

356,520

 

358,777

 

361,527

Diluted weighted average units outstanding

 

355,282

 

354,724

 

356,520

 

358,777

 

361,527

Distributions per unit (5)

$

6.00

$

8.30

$

7.90

$

7.15

$

6.50

BALANCE SHEET DATA:

Cash and cash equivalents

$

1,011,613

$

669,373

$

514,335

$

1,482,309

$

560,059

Total assets (6)

 

34,786,846

 

31,231,630

 

30,686,223

 

32,257,638

 

31,103,578

Mortgages and other indebtedness

 

26,723,361

 

24,163,230

 

23,305,535

 

24,632,463

 

22,977,104

Total equity

 

3,472,346

 

2,911,250

 

3,796,956

 

4,238,764

 

4,959,912

OTHER DATA:

Cash flow provided by (used in):

Operating activities

$

2,326,698

$

3,807,831

$

3,750,796

$

3,593,788

$

3,372,694

Investing activities

 

(3,978,398)

 

(1,076,707)

 

(236,506)

 

(761,467)

 

(969,026)

Financing activities

 

1,993,940

 

(2,576,086)

 

(4,482,264)

 

(1,910,071)

 

(2,544,743)

Simon Property Group, Inc.

Funds from Operations (FFO) (7)

$

3,236,963

$

4,272,271

$

4,324,601

$

4,020,505

$

3,792,951

Dilutive FFO allocable to common stockholders

$

2,812,900

$

3,708,929

$

3,755,784

$

3,490,910

$

3,280,590

Diluted FFO per share

$

9.11

$

12.04

$

12.13

$

11.21

$

10.49

Simon Property Group, L.P.

Funds from Operations (FFO) (7)

$

3,236,963

$

4,272,271

$

4,324,601

$

4,020,505

$

3,792,951

(1)During the year ended December 31, 2019, we recorded a $116.3 million loss on extinguishment of debt associated with the early redemption of a series of senior unsecured notes, reducing diluted earnings per share/unit and diluted FFO per share by $0.33.
(2)During the year ended December 31, 2017, we recorded a $128.6 million loss on extinguishment of debt associated with the early redemption of a series of senior unsecured notes, reducing diluted earnings per share/unit and diluted FFO per share by $0.36.

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(3)During the year ended December 31, 2016, we recorded a $136.8 million loss on extinguishment of debt associated with the early redemption of a series of unsecured senior notes, reducing diluted earnings per share/unit and diluted FFO per share by $0.38.
(4)Total consolidated revenue for the years ended December 31, 2018, 2017, and 2016 has been reclassified to conform to the current year presentation.
(5)Represents dividends per share of Simon common stock/distributions per unit of Operating Partnership units declared per period.
(6)On January 1, 2019, we recognized a right of use asset and corresponding lease liability of $524.0 million as a result of the adoption of ASU 2016-02.
(7)FFO is a non-GAAP financial measure that we believe provides useful information to investors. Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for a definition and reconciliation of FFO to consolidated net income and, for Simon, FFO per share to net income per share.

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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto that are included in this Annual Report on Form 10-K.

Overview

Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets. In this discussion, unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P.  References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.

We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of December 31, 2020, we owned or held an interest in 203 income-producing properties in the United States, which consisted of 99 malls, 69 Premium Outlets, 14 Mills, four lifestyle centers, and 17 other retail properties in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at several properties in the United States, Canada, Europe and Asia. Internationally, as of December 31, 2020, we had ownership in 31 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. We also have four international outlet properties under development. As of December 31, 2020, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 15 countries in Europe.

We generate the majority of our lease income from retail, dining, entertainment, and other tenants including consideration received from:

fixed minimum lease consideration and fixed common area maintenance (CAM) reimbursements, and
variable lease consideration primarily based on tenants’ sales, as well as reimbursements for real estate taxes, utilities, marketing and certain other items.

Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.

We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following:

attracting and retaining high quality tenants and utilizing economies of scale to reduce operating expenses,
expanding and re-tenanting existing highly productive locations at competitive rental rates,
selectively acquiring or increasing our interests in high quality real estate assets or portfolios of assets,
generating consumer traffic in our retail properties through marketing initiatives and strategic corporate alliances, and
selling selective non-core assets.

We also grow by generating supplemental revenues from the following activities:

establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events,

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offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services,
selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and
generating interest income on cash deposits and investments in loans, including those made to related entities.

We focus on high quality real estate across the retail real estate spectrum. We expand or redevelop properties to enhance profitability and market share of existing assets when we believe the investment of our capital meets our risk-reward criteria. We selectively develop new properties in markets we believe are not adequately served by existing retail outlet properties.

We routinely review and evaluate acquisition opportunities based on their ability to enhance our portfolio. Our international strategy includes partnering with established real estate companies and financing international investments with local currency to minimize foreign exchange risk.

To support our growth, we employ a three-fold capital strategy:

provide the capital necessary to fund growth,
maintain sufficient flexibility to access capital in many forms, both public and private, and
manage our overall financial structure in a fashion that preserves our investment grade credit ratings.

We consider FFO, net operating income, or NOI, and portfolio NOI to be key measures of operating performance that are not specifically defined by accounting principles generally accepted in the United States, or GAAP. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Reconciliations of these measures to the most comparable GAAP measure are included below in this discussion.

COVID-19

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, or COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has already had a significant negative impact on economic and market conditions around the world in 2020, and, notwithstanding the fact that vaccines have started to be administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in real estate. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, capacity limitations and social distancing measures. Governments and other authorities are in varying stages of lifting or modifying some of these measures, however certain governments and other authorities have already been forced to, and others may in the future, reinstate these measures or impose new, more restrictive measures, if the risks, or the tenants’ and consumers’ perception of the risks, related to the COVID-19 pandemic worsen at any time. Although tenants and consumers have been adapting to the COVID-19 pandemic, with tenants adding services like curbside pickup, and while consumer risk-tolerance is evolving, such adaptations and evolution may take time, and there is no guarantee that retail will return to pre-pandemic levels even once the pandemic subsides. As a result of the COVID-19 pandemic and these measures, the Company may experience material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties.  Due to certain restrictive governmental orders placed on us, our domestic portfolio lost approximately 13,500 shopping days during the year.

As of October 7, 2020, all of our domestic properties and certain of our retailer investments had reopened, but we do not have certainty that additional closures in the future will not be required.

As we developed and implemented our response to the impact of the COVID-19 pandemic and restriction intended to prevent its spread on our business, our primary focus has been on the health and safety of our employees, our shoppers and the communities in which we serve.  We implemented a series of actions to reduce costs and increase liquidity in light of the economic impacts of the pandemic, including:

significantly reduced all non-essential corporate spending,
significantly reduced property operating expenses, including discretionary marketing spend,

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implemented a temporary furlough of certain corporate and field employees due to the closure of the Company’s U.S. properties as a result of restrictive governmental orders; reduced certain corporate and field personnel and implemented a temporary freeze on company hiring efforts, and
suspended more than $1.0 billion of redevelopment and new development projects.    

Results Overview

Diluted earnings per share and diluted earnings per unit decreased $3.22 during 2020 to $3.59 as compared to $6.81 in 2019. The decrease in diluted earnings per share and diluted earnings per unit was primarily attributable to:

a lawsuit settled with our former insurance broker in 2019 related to the significant flood damage sustained at Opry Mills in May 2010 of $68.0 million, or $0.19 per diluted share/unit,
a gain in 2019 related to the disposition of our interest in a multi-family residential investment of $16.2 million, or $0.05 per diluted share/unit,
decreased consolidated lease income of $941.4 million, or $2.65 per diluted share/unit, comprised of decreased fixed lease income of $422.0 million and decreased variable lease income of $519.4 million, which was primarily due to COVID-19 disruption,
decreased other income, excluding the two aforementioned 2019 transactions, of $106.1 million, or $0.30 per diluted share/unit, primarily related to decreased Simon Brand Ventures and gift card revenues due to COVID-19 disruption,
a net loss in 2020 of $115.0 million, or $0.32 per diluted share/unit, primarily related to impairment charges in 2020 related to Klépierre, our investment in HBS, one consolidated property, and three joint venture properties, partially offset by gains from disposition activity in 2020, of $14.9 million, or $0.04 per diluted share/unit which was lower than 2019 net gains,
decreased income from unconsolidated entities of $224.5 million, or $0.63 per diluted share/unit, primarily due to unfavorable domestic and international operations and year-over-year operations from retailer investments of $7.5 million, or $0.02 per diluted share/unit, all of which were impacted by COVID-19 disruption, and
an unrealized unfavorable change in fair value of equity instruments of $11.4 million, or $0.03 per diluted share/unit, partially offset by
decreased consolidated total operating expenses of $211.7 million, or $0.60 per diluted share/unit, which was primarily related to cost reduction efforts as a result of the COVID-19 disruption,
a charge on early extinguishment of debt of $116.3 million, or $0.33 per diluted share/unit, in 2019, and
decreased tax expense of $34.7 million, or $0.10 per diluted share/unit.  

Portfolio NOI decreased 17.1% in 2020 as compared to 2019. Average base minimum rent for U.S. Malls and Premium Outlets increased 2.2% to $55.80 psf as of December 31, 2020, from $54.59 psf as of December 31, 2019. Leasing spreads in our U.S. Malls and Premium Outlets decreased to an open/close leasing spread (based on total tenant payments — base minimum rent plus common area maintenance) of $4.41 psf ($60.08 openings compared to $64.49 closings) as of December 31, 2020, representing a 6.8% decrease. Ending occupancy for our U.S. Malls and Premium Outlets decreased 3.8% to 91.3% as of December 31, 2020, from 95.1% as of December 31, 2019, primarily due to 2020 tenant bankruptcy activity, partially offset by leasing activity.

Our effective overall borrowing rate at December 31, 2020 on our consolidated indebtedness decreased 18 basis points to 2.98% as compared to 3.16% at December 31, 2019. This decrease was primarily due to a decrease in the effective overall borrowing rate on variable rate debt of 130 basis points (1.31% at December 31, 2020 as compared to 2.61% at December 31, 2019) partially offset by an increase in the effective overall borrowing rate on fixed rate debt of four basis points (3.50% at December 31, 2020 as compared to 3.46% at December 31, 2019).  The weighted average years to maturity of our consolidated indebtedness was 7.3 years and 7.4 years at December 31, 2020 and 2019, respectively.

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Our financing activity for the year ended December 31, 2020 included:

amending and replacing in its entirety the Operating Partnership’s existing $4.0 billion unsecured revolving credit facility, or Credit Facility, by entering into an unsecured credit facility comprised of (i) an amendment and extension of the Credit Facility and (ii) a $2.0 billion delayed-draw term loan facility, or Term Facility,
borrowing $3.1 billion under the Credit Facility and subsequently repaying $3.1 billion under the Credit Facility,
borrowing $875.0 million under the Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility, and together with the Credit Facility and Term Facility, the Facilities, and subsequently repaying $875.0 million,
decreasing our borrowings under the Operating Partnership’s global unsecured commercial paper note program, or the Commercial Paper program, by $704.0 million,
borrowing $2.0 billion under the Term Facility,
issuing 22,137,500 shares of common stock in a public offering for $1.6 billion, net of issue costs,
completing, on July 9, 2020, the issuance by the Operating Partnership of the following senior unsecured notes: $500 million with a fixed interest rate of 3.50%, $750 million with a fixed interest rate 2.65%, and $750 million with a fixed interest rate of 3.80%, with maturity dates of September 2025 (the “2025 Notes”), June 2030, and June 2050, respectively. The 2025 Notes were issued as additional notes under an indenture pursuant to which the Operating Partnership previously issued $600 million principal amount of 3.50% senior notes due September 2025 on August 17, 2015. Proceeds from the unsecured notes offering funded the optional redemption at par of senior unsecured notes in July and August 2020, as discussed below, and repaid a portion of the indebtedness under the Facilities,
completing, on July 22, 2020, the optional redemption at par of the Operating Partnership’s $500 million 2.50% notes due September 1, 2020, and
completing, on August 6, 2020, the optional redemption at par of the Operating Partnership’s €375 million 2.375% notes due October 2, 2020.

Subsequent Activity

On January 21, 2021 the Operating Partnership completed the issuance of the following senior unsecured notes: $800 million with a fixed interest rate of 1.75%, and $700 million with a fixed interest rate of 2.20%, with maturity dates of January 2028 and 2031, respectively.

On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount.  Further on February 2, 2021, the Operating Partnership repaid $750 million under the Term Facility.  

United States Portfolio Data

The portfolio data discussed in this overview includes the following key operating statistics: ending occupancy, and average base minimum rent per square foot. We include acquired properties in this data beginning in the year of acquisition and remove disposed properties in the year of disposition. For comparative information purposes, we separate the information related to The Mills from our other U.S. operations. We also do not include any information for properties located outside the United States or properties included in TRG.

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The following table sets forth these key operating statistics for the combined U.S. Malls and Premium Outlets:

properties that are consolidated in our consolidated financial statements,
properties we account for under the equity method of accounting as joint ventures, and
the foregoing two categories of properties on a total portfolio basis.

%/Basis Point

%/Basis Point

 

    

2020

Change (1)

2019

Change (1)

2018

 

U.S. Malls and Premium Outlets:

Ending Occupancy

Consolidated

91.5

%  

-380

bps 

95.3

%  

-60

 bps 

95.9

%

Unconsolidated

90.9

%  

-360

bps

94.5

%  

-130

 bps 

95.8

%

Total Portfolio

91.3

%  

-380

bps

95.1

%  

-80

 bps 

95.9

%

Average Base Minimum Rent per Square Foot

Consolidated

$

53.98

1.7

%  

$

53.06

1.0

%  

$

52.51

Unconsolidated

$

60.97

3.8

%  

$

58.71

0.2

%  

$

58.59

Total Portfolio

$

55.80

2.2

%  

$

54.59

0.8

%  

$

54.18

The Mills:

Ending Occupancy

 

95.3

%  

-170

 bps 

 

97.0

%  

-60

bps

 

97.6

%

Average Base Minimum Rent per Square Foot

$

33.77

2.1

%  

$

33.09

1.4

%  

$

32.63

(1)Percentages may not recalculate due to rounding. Percentage and basis point changes are representative of the change from the comparable prior period.

Ending Occupancy Levels and Average Base Minimum Rent per Square Foot.  Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation. Base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.

Total Reported Sales per Square Foot.  Given the impact of COVID-19 and the governmental restrictions placed on us, we are not presenting reported retail sales per square foot as we do not believe the trends for the period are indicative of future operating trends.

Current Leasing Activities

During 2020, we signed 460 new leases and 1,175 renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S. Malls and Premium Outlets portfolio, comprising approximately 6.1 million square feet, of which 4.8 million square feet related to consolidated properties. During 2019, we signed 990 new leases and 1,281 renewal leases with a fixed minimum rent, comprising approximately 7.6 million square feet, of which 5.7 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $53.97 per square foot in 2020 and $56.80 per square foot in 2019 with an average tenant allowance on new leases of $51.01 per square foot and $47.57 per square foot, respectively.

Japan Data

The following are selected key operating statistics for our Premium Outlets in Japan. The information used to prepare these statistics has been supplied by the managing venture partner.

    

December 31, 

    

%/basis point

    

December 31, 

    

%/basis point

    

December 31, 

 

2020

Change

2019

Change

2018

 

Ending Occupancy

99.5%

+0 bps

99.5%

-20 bps

99.7%

Average Base Minimum Rent per Square Foot

¥

5,447

3.38%

¥

5,269

2.19%

¥

5,156

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we reevaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain. For a summary of our significant accounting policies, see Note 3 of the notes to the consolidated financial statements.

We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases, when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Our assessment of collectability incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital resources, including declines in such conditions due to, or amplified by, the COVID-19 pandemic.  When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances including, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumption by the tenant in bankruptcy proceeding of leases at the Company’s properties on substantially similar terms.  In the event that we determine accrued receivables are not probable of collection, lease income will be recorded on a cash basis, with the corresponding tenant receivable and straight-line rent receivable charged as a direct write-off against lease income in the period of the change in our collectability determination.  
We review investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances which indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, changes in a property’s operational performance such as declining cash flows, occupancy or total sales per square foot, the Company’s intent and ability to hold the related asset, and, if applicable, the remaining time to maturity of underlying financing arrangements. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization during the anticipated holding period plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over our estimate of its fair value. We also review our investments, including investments in unconsolidated entities, to identify and evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine the fair value of the investments are less than their carrying value and such impairment is other-than-temporary. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization. We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income, hold periods, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information and whether certain impairments are other-than-temporary. Changes in economic and operating conditions, including changes in the financial condition of our tenants, and changes to our intent and ability to hold the related asset, that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.
To maintain Simon’s status as a REIT, we must distribute at least 90% of REIT taxable income in any given year and meet certain asset and income tests. We monitor our business and transactions that may potentially impact Simon’s REIT status. In the unlikely event that we fail to maintain Simon’s REIT status, and available relief provisions do not apply, we would be required to pay U.S. federal income taxes at regular corporate income tax rates during the period Simon did not qualify as a REIT. If Simon lost its REIT status, it could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost unless its failure was due
63
to reasonable cause and certain other conditions were met. As a result, failing to maintain REIT status would result in a significant increase in the income tax expense recorded and paid during those periods.
In the period of a significant acquisition of real estate, we make estimates as part of our valuation of the purchase price of asset acquisitions (including the components of excess investment in joint ventures) to the various components of the acquisition based upon the relative fair value of each component. The most significant components of our real estate valuations are typically the determination of relative fair value to the buildings as-if-vacant, land and market value of in-place leases. In the case of the fair value of buildings and fair value of land and other intangibles, our estimates of the values of these components will affect the amount of depreciation or amortization we record over the estimated useful life of the property acquired or the remaining lease term. In the case of the market value of in-place leases, we make our best estimates of the tenants’ ability to pay rents based upon the tenants’ operating performance at the property, including the competitive position of the property in its market as well as sales psf, rents psf, and overall occupancy cost for the tenants in place at the acquisition date. Our assumptions affect the amount of future revenue that we will recognize over the remaining lease term for the acquired in-place leases.  

Results of Operations

In addition to the activity discussed above in the “Results Overview” section, the following acquisitions, dispositions, and openings of consolidated properties affected our consolidated results in the comparative periods:

During the fourth quarter of 2020, we disposed of one consolidated retail property.
On September 19, 2019, we acquired the remaining 50% interest in a hotel adjacent to one of our properties from our joint venture partner.
During the third quarter of 2019, we disposed of two retail properties.
On September 27, 2018, we opened Denver Premium Outlets, a 330,000 square foot center in Thornton (Denver), Colorado. We own a 100% interest in this center.
On September 25, 2018, we acquired the remaining 50% interest in the previously unconsolidated The Outlets at Orange in Los Angeles, California from our joint venture partner.
During 2018, we disposed of two retail properties.

In addition to the activities discussed above and in “Results Overview”, the following acquisitions, dispositions, and openings of noncontrolling interests in joint venture properties affected our income from unconsolidated entities in the comparative periods:

On December 29, 2020, we completed the acquisition of an 80% ownership interest in TRG, which is engaged in the ownership of 24 regional, super-regional, and outlet malls in the U.S. and Asia.
On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our interest in the venture is 41.67%.
On June 23, 2020, we opened Siam Premium Outlets, a 264,000 square foot center in Bangkok, Thailand. We own a 50% interest in this center.
On February 19, 2020 we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. Our interest in each of the retail operations venture and in the licensing venture is 37.5%.
On February 13, 2020 through our European investee, we opened Malaga Designer Outlets, a 191,000 square foot center in Malaga, Spain. We own a 46% interest in this center.
In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group, formerly known as Aeropostale and Authentic Brands Groups, LLC, or ABG, respectively.
On October 16, 2019 we acquired a 45% interest in Rue Gilt Groupe, or RGG, to create a new multi-platform venture dedicated to digital value shopping.

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On May 22, 2019, we and our partner opened Premium Outlets Querétaro, a 274,800 square foot center in Santiago de Querétaro, Mexico. We own a 50% interest in this center.
During the fourth quarter of 2018, our interest in the 41 German department store properties owned through our investment in HBS Global Properties, or HBS, was sold, as further discussed in Note 6 of the notes to the consolidated financial statements.
During 2018, we contributed our interest in the licensing venture of Aéropostale for additional interests in Authentic Brands Group LLC, or ABG.  Our original interest in ABG was 5.4% and is currently 6.8%.
On May 2, 2018, we and our partner opened Premium Outlet Collection Edmonton International Airport, a 424,000 square foot shopping center in Edmonton (Alberta), Canada. We have a 50% noncontrolling interest in this new center.

For the purposes of the following comparisons between the years ended December 31, 2020 and 2019 and the years ended December 31, 2019 and 2018, the above transactions are referred to as the property transactions. In the following discussions of our results of operations, “comparable” refers to properties we owned and operated in both years in the year to year comparisons.

Year Ended December 31, 2020 vs. Year Ended December 31, 2019

Lease income decreased $941.4 million, of which the property transactions accounted for $3.9 million of the decrease.  Comparable lease income decreased $937.5 million, or 17.9%. Total lease income decreased primarily due to decreases in fixed minimum lease and CAM consideration recorded on a straight-line basis of $422.0 million and reduced variable lease income of $519.4 million, primarily related to lower consideration based on tenant sales and negative variable lease income due to abatements as a result of the COVID-19 pandemic.  

Total other income decreased $190.2 million, primarily due to a $75.7 million decrease related to Simon Brand Venture and gift card revenues, a $68.0 million decrease related to a gain on settlement with our former insurance broker in 2019, a $16.2 million gain on the 2019 sale of our interest in a multi-family residential property, a $10.9 million decrease in distributions from investments, a $9.1 million decrease in interest income and lower business interruption insurance proceeds received in connection with our two Puerto Rico properties as a result of hurricane damages of $5.2 million, partially offset by a $6.2 million gain on a partial sale and mark-to-market adjustment of our retained interest in a non-retail investment and a $4.1 million gain related to the sale of outparcels.

Property operating expenses decreased $104.0 million primarily due to the closure of properties as a result of the COVID-19 pandemic and governmental restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.

Repairs and maintenance expenses decreased $19.6 million primarily due to the closure of properties as a result of the COVID-19 pandemic and governmental restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.

Advertising and promotion decreased $51.7 million primarily due to the closure of properties as a result of the COVID-19 pandemic and governmental restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.

General and administrative expense decreased $12.3 million due to lower executive compensation.

Other expense increased $27.8 million primarily related to an increase in legal fees and expenses.

During 2019, we recorded a loss on extinguishment of debt of $116.3 million as a result of the early redemption of senior unsecured notes.

Income and other tax expense changed by $34.7 million primarily as a result of a higher tax benefit due to larger losses on our share of operating results in the retail operations venture of SPARC Group as compared to 2019, and reduced withholding and income taxes related to certain of our international investments, partially offset by tax expense from a bargain purchase gain recorded as a result of the acquisition of our interest in Forever 21.

Income from unconsolidated entities decreased $224.5 million primarily due to unfavorable year-over-year domestic and international property operations, as well as results of operations from our retailer investments, both of which were impacted by COVID-19 disruption, partially offset by a $35.0 million pre-tax non-cash bargain purchase gain recorded as a result of the acquisition of our interest in Forever 21 and a gain from the sale of a non-retail asset, of which our share

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was $17.8 million.

During 2020, we recorded $125.6 million of impairment charges related to one consolidated property, an other-than-temporary impairment on our equity investment in three joint venture properties, an other-than-temporary impairment to reduce our investment in HBS to its estimated fair value, and a $4.3 million loss, net, related to the impairment and disposition of certain assets by Klépierre, partially offset by a $12.3 million gain on the disposal of our interest in one consolidated property, a $1.9 million excess gain on insurance proceeds related to our two properties in Puerto Rico and a $1.0 million gain related to the disposition of a shopping center by one of our joint venture investments. During 2019, we recorded net gains of $62.1 million primarily related to Klépierre’s disposition of certain shopping centers, offset by a $47.2 million impairment charge related to our investment in HBS.  

Simon’s net income attributable to noncontrolling interests decreased $156.8 million due to a decrease in the net income of the Operating Partnership.  

Year Ended December 31, 2019 vs. Year Ended December 31, 2018

Lease income increased $85.4 million during 2019, of which the property transactions accounted for $33.2 million of the increase.  Comparable lease income increased $52.2 million, or 1.0%, due to increases in fixed minimum lease and CAM consideration recorded on a straight-line basis, as a result of the adoption of ASC 842.  

Total other income increased $27.9 million, primarily due to a $68.0 million increase related to a lawsuit settled with our former insurance broker in 2019 related to the significant flood damage sustained at Opry Mills in May 2010, a $16.2 million gain on the sale of our interest in a multi-family residential property, a $12.4 million increase in interest income, an $11.2 million increase in Simon Brand Venture and gift card revenues, an increase of $10.4 million in land sales including gains as a result of land contributions for densification projects at two of our properties, and the impact of consolidated franchise and hotel revenues, partially offset by a $35.6 million non-cash gain recorded in 2018 associated with our contribution of our interest in the Aéropostale licensing venture for additional interests in ABG, a $26.7 million decrease in lease settlement income, a $23.9 million decrease in income related to distributions from an international investment received in 2018 and a $9.5 million decrease related to business interruption insurance proceeds received in connection with our two Puerto Rico properties as a result of hurricane damages.

Depreciation and amortization expense increased $58.0 million, of which the property transactions accounted for $11.0 million.  The comparable properties increased $47.0 million primarily as a result of an increase in tenant allowance write-offs in 2019 and the acceleration of depreciation on a property upon initiation of a major redevelopment.

Home and regional office costs increased $53.4 million, primarily due to the suspension of leasing cost capitalization in 2019 as a result of the adoption of a new accounting pronouncement.

General and administrative expense decreased $11.7 million due to lower executive compensation.

Other expense increased $15.8 million primarily related to a $4.9 million unfavorable non-cash mark-to-market on certain of our non-real estate equity instruments, and the impact of consolidated franchise and hotel operational expenses.

During 2019, we recorded a loss on extinguishment of debt of $116.3 million as a result of the early redemption of senior unsecured notes.

Income from unconsolidated entities decreased $30.9 million as a result of the sale of German assets within our HBS joint venture in 2018, and the impact from the consolidation of a property that was previously unconsolidated in the third quarter of 2018, partially offset by favorable results of operations from our international joint venture investments.

During 2019, we recorded net gains of $62.1 million primarily related to Klépierre’s disposition of certain shopping centers, offset by a $47.2 million impairment charge related to our investment in HBS.  During 2018, we recorded net gains of $12.5 million related to property insurance recoveries of previously depreciated assets and $276.3 million primarily related to our disposition of two retail properties, as well as the disposal of our interest in the German department stores owned through our investment in HBS, as further discussed in Note 6 of the notes to the consolidated financial statements.

Simon’s net income attributable to noncontrolling interests decreased $60.7 million due to a decrease in the net income of the Operating Partnership.  

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Liquidity and Capital Resources

Because we own long-lived income-producing assets, our financing strategy relies primarily on long-term fixed rate debt. Floating rate debt comprised only 12.1% of our total consolidated debt at December 31, 2020. We also enter into interest rate protection agreements from time to time to manage our interest rate risk. We derive most of our liquidity from positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $2.6 billion in the aggregate during 2020. The Facilities and the Commercial Paper program provide alternative sources of liquidity as our cash needs vary from time to time. Borrowing capacity under these sources may be increased as discussed further below.

Our balance of cash and cash equivalents increased $342.2 million during 2020 to $1.0 billion as of December 31, 2020 as further discussed below.

On December 31, 2020, we had an aggregate available borrowing capacity of approximately $6.7 billion under the Facilities, net of outstanding borrowings of $2.1 billion, amounts outstanding under the Commercial Paper program of $623.0 million and letters of credit of $12.3 million. For the year ended December 31, 2020, the maximum aggregate outstanding balance under the Facilities was $3.9 billion and the weighted average outstanding balance was $1.8 billion. The weighted average interest rate was 1.04% for the year ended December 31, 2020.

Simon has historically had access to public equity markets and the Operating Partnership has historically had access to private and public, short and long-term unsecured debt markets and access to secured debt and private equity from institutional investors at the property level.

Our business model and Simon’s status as a REIT require us to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. Simon may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand and availability under the Credit Facility and the Supplemental Facility, or together the Credit Facilities, and the Commercial Paper program to address our debt maturities and capital needs through 2021.

Cash Flows

Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $2.6 billion during 2020. In addition, we had net proceeds from our debt financing and repayment activities of $2.3 billion in 2020. These activities are further discussed below under “Financing and Debt.” During 2020, we also:

funded the acquisition of the ventures which purchased certain assets of Forever 21, acquired additional interests in SPARC Group and ABG, funded the acquisition of the ventures which purchased certain assets of J.C. Penney, and funded the acquisition of an 80% ownership interest in TRG, the aggregate cash portion of which was $3.6 billion,
issued 22,137,500 shares of common stock in a public offering for $1.6 billion, net of issue costs,
paid stockholder dividends and unitholder distributions totaling approximately $1.7 billion and preferred unit distributions totaling $5.3 million,
funded consolidated capital expenditures of $484.1 million (including development and other costs of $26.3 million, redevelopment and expansion costs of $399.3 million, and tenant costs and other operational capital expenditures of $58.5 million),
funded investments in unconsolidated entities of $191.4 million,
funded investments in equity instruments of $33.0 million,
received proceeds on the sale of equity instruments of $30.0 million,
received insurance proceeds from third-party carriers for property restoration related to hurricane damages of $31.2 million,
funded the repurchase of $152.6 million of Simon’s common stock and redeemed units of the Operating Partnership for $16.1 million.

In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and dividends to stockholders and/or distributions to partners necessary to

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maintain Simon’s REIT qualification on a long-term basis.  At this time, we do not expect the impact of COVID-19 to impact our ability to fund these needs for the foreseeable future; however its ultimate impact is difficult to predict. In addition, we expect to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building redevelopments and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from the following, however a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, may affect our ability to access necessary capital:

excess cash generated from operating performance and working capital reserves,
borrowings on the Credit Facilities and Commercial Paper program,
additional secured or unsecured debt financing, or
additional equity raised in the public or private markets.

We expect to generate positive cash flow from operations in 2021, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our tenants. A significant deterioration in projected cash flows from operations, including one due to the impact of the COVID-19 pandemic and restrictions intended to restrict its spread, could cause us to increase our reliance on available funds from the Credit Facilities and Commercial Paper program, further curtail planned capital expenditures, or seek other additional sources of financing.

Financing and Debt

Unsecured Debt

At December 31, 2020, our unsecured debt consisted of $17.1 billion of senior unsecured notes of the Operating Partnership, $125.0 million outstanding under the Credit Facility, $2.0 billion outstanding under the Term Facility, and $623.0 million outstanding under Commercial Paper program.  

On March 16, 2020, the Operating Partnership replaced in its entirety its existing $4.0 billion unsecured revolving credit facility by entering into an unsecured credit facility comprised of (i) an amendment and extension of the Credit Facility and (ii) the Term Facility. The Credit Facility and the Term Facility can be increased in the form of either additional commitments under the Credit Facility or incremental term loans under the Term Facility in an aggregate amount for all such increases not to exceed $1.0 billion, for a total aggregate size of $7.0 billion, in each case, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent.  Borrowings may be denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 95% of the maximum revolving credit amount, as defined. The initial maturity date of the Term Facility and Credit Facility are June 30, 2022 and June 30, 2024, respectively. Each of the Term Facility and Credit Facility can be extended for two additional six-month periods to June 30, 2023 and June 30, 2025, respectively, at our sole option, subject to satisfying certain customary conditions precedent. The Term Facility was available via a single draw during the nine-month period following March 16, 2020, which the Operating Partnership drew on December 15, 2020.

Borrowings under the Credit Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.65% and 1.40% or (ii) the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% or LIBOR plus 1.00%) (the “Base Rate”), plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.00% and 0.40%. The Credit Facility includes a facility fee determined by the Operating Partnership’s corporate credit rating of between 0.10% and 0.30% on the aggregate revolving commitments under the Credit Facility. The Credit Facility contains a money market competitive bid option program that allows the Operating Partnership to hold auctions to achieve lower pricing for short-term borrowings. Borrowings under the Term Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined based on the Operating Partnership’s corporate credit rating of between 0.725% and 1.60% or (ii) the base rate (equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% or LIBOR plus 1.00%) plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.00% and 0.60%.  The Term Facility includes a ticking fee equal to 0.10% of the unused term loan commitment under the Term Facility, which ticking fee commenced accruing on the date that is forty-five days after the closing of the Term Facility.

The Supplemental Facility’s initial borrowing capacity of $3.5 billion may be increased to $4.5 billion during its term and provides for borrowings denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars. The initial maturity date of the Supplemental Facility was extended to June 30, 2022 and can be extended for an additional year

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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.

On December 31, 2020, we had an aggregate available borrowing capacity of $6.7 billion under the Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2020 was $3.9 billion and the weighted average outstanding balance was $1.8 billion. Letters of credit of $12.3 million were outstanding under the Facilities as of December 31, 2020.

The Operating Partnership also has available a Commercial Paper program of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership.  Notes will be sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership's other unsecured senior indebtedness.  The Commercial Paper program is supported by the Credit Facilities and if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On December 31, 2020, we had $623.0 million outstanding under the Commercial Paper program, fully comprised of U.S. dollar denominated notes with a weighted average interest rate of 0.29%.  These borrowings have a weighted average maturity date of February 19, 2021 and reduce amounts otherwise available under the Credit Facilities.

On July 9, 2020, the Operating Partnership completed the issuance of the following senior unsecured notes: $500.0 million with a fixed interest rate of 3.50%, $750 million with a fixed interest rate of 2.65%, and $750 million with a fixed interest rate of 3.80%, with maturity dates of September 2025 (the “2025” Notes”), June 2030, and June 2050, respectively. The 2025 Notes were issued as additional notes under an indenture pursuant to which the Operating Partnership previously issued $600 million principal amount of 3.50% senior notes due September 2025 on August 17, 2015. Proceeds from the unsecured notes offering funded the optional redemption at par of senior unsecured notes in July and August 2020, as discussed below, and repaid a portion of the indebtedness under the Facilities.

On July 10, 2020 the Operating Partnership repaid $1.75 billion under the Credit Facility and $750.0 million under the Supplemental Facility.

On July 22, 2020, the Operating Partnership completed the optional redemption at par of its $500 million 2.50% notes due September 1, 2020.

On August 6, 2020 the Operating Partnership completed the optional redemption at par of its €375 million 2.375% notes due October 2, 2020.

On January 21, 2021 the Operating Partnership completed the issuance of the following senior unsecured notes: $800 million with a fixed interest rate of 1.75%, and $700 million with a fixed interest rate of 2.20%, with maturity dates of January 2028 and 2031, respectively.

On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount. Further, on February 2, 2021, the Operating Partnership repaid $750 million under the Term Facility.

On October 7, 2019 the Operating Partnership completed the early redemption of its $900 million 4.375% notes due March 1, 2021, $700 million 4.125% notes due December 1, 2021, $600 million 3.375% notes due March 15, 2022 and €375 million of the €750 million 2.375% notes due October 2, 2020. We recorded a $116.3 million loss on extinguishment of debt in the fourth quarter of 2019 as a result of the early redemption.

Mortgage Debt

Total consolidated mortgage indebtedness, which is typically secured by the underlying assets and non-recourse to the Operating Partnership, was $7.0 billion and $6.9 billion at December 31, 2020 and 2019, respectively.

Covenants

Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of December 31, 2020, we were in compliance with all covenants of our unsecured debt.

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At December 31, 2020, our consolidated subsidiaries were the borrowers under 46 non-recourse mortgage notes secured by mortgages on 49 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At December 31, 2020, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.

Summary of Financing

Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of December 31, 2020 and 2019, consisted of the following (dollars in thousands):

    

    

Effective

    

    

Effective

 

Adjusted Balance

Weighted

Adjusted 

Weighted

 

as of

Average

Balance as of

Average

 

Debt Subject to

December 31, 2020

 

Interest Rate(1)

December 31, 2019

 

Interest Rate(1)

Fixed Rate

$

23,477,498

 

3.50%

$

23,298,167

 

3.46%

Variable Rate

 

3,245,863

 

1.31%

 

865,063

 

2.61%

$

26,723,361

 

2.98%

$

24,163,230

 

3.16%

(1)Effective weighted average interest rate excludes the impact of net discounts and debt issuance costs.

Contractual Obligations and Off-balance Sheet Arrangements

In regards to long-term debt arrangements, the following table summarizes the material aspects of these future obligations on our consolidated indebtedness as of December 31, 2020, and subsequent years thereafter (dollars in thousands) assuming the obligations remain outstanding through initial maturities:

    

2021

    

2022-2023

    

2024-2025

    

After 2025

    

Total

 

Long Term Debt (1) (2) (5)

$

2,322,729

$

6,664,864

$

6,034,695

$

11,768,557

$

26,790,845

Interest Payments (3)

 

787,627

 

1,367,869

 

1,065,883

 

3,888,169

 

7,109,548

Consolidated Capital Expenditure Commitments (3)

 

183,447

 

 

 

 

183,447

Lease Commitments (4)

 

32,787

 

65,765

 

66,185

 

886,336

 

1,051,073

(1)Represents principal maturities only and, therefore, excludes net discounts and debt issuance costs.
(2)Variable rate interest payments are estimated based on the LIBOR or other applicable rate at December 31, 2020.
(3)Represents contractual commitments for capital projects and services at December 31, 2020. Our share of estimated 2020 development, redevelopment and expansion activity is further discussed below under “Development Activity”.
(4)Represents only the minimum non-cancellable lease period, excluding applicable lease extension and renewal options, unless reasonably certain of exercise.
(5)The amount due in 2021 includes $623.0 million in Global Commercial Paper.

Our off-balance sheet arrangements consist primarily of our investments in joint ventures which are common in the real estate industry and are described in Note 6 of the notes to the consolidated financial statements. Our joint ventures typically fund their cash needs through secured non-recourse debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of December 31, 2020, the Operating Partnership guaranteed joint venture-related mortgage

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indebtedness of $219.2 million. Mortgages guaranteed by the Operating Partnership are secured by the property of the joint venture which could be sold in order to satisfy the outstanding obligation and which has an estimated fair value in excess of the guaranteed amount. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise.

Hurricane Impacts

As discussed further in Note 10 of the notes to the consolidated financial statements, during the third quarter of 2017, two of our wholly-owned properties located in Puerto Rico sustained significant property damage and business interruption as a result of Hurricane Maria.  

Since the date of the loss, we have received $81.1 million of insurance proceeds from third-party carriers related to the two properties located in Puerto Rico, of which $47.5 million was used for property restoration and remediation and to reduce the insurance recovery receivable.  During the years ended December 31, 2020 and 2019, we recorded $5.2 million and $10.5 million, respectively, as business interruption income, which was recorded in other income in the accompanying consolidated statements of operations and comprehensive income.  

During the third quarter of 2020, one of our properties located in Texas experienced property damage and business interruption as a result of Hurricane Hanna.  We wrote-off assets of approximately $9.6 million, and recorded an insurance recovery receivable, and have received $14.3 million of insurance proceeds from third-party carriers.  The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable.

During the third quarter of 2020, one of our properties located in Louisiana experienced property damage and business interruption as a result of Hurricane Laura.   We wrote-off assets of approximately $11.1 million and recorded an insurance recovery receivable, and have received $20.6 million of insurance proceeds from third-party carriers.  The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable.  

Acquisitions and Dispositions

Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy our partner’s interest. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

Acquisitions.  In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group and ABG, respectively, for $6.7 million and $33.5 million, respectively. During the third quarter of 2020, SPARC acquired certain assets and operations of Brooks Brothers and Lucky Brands out of bankruptcy. At September 30, 2020, our noncontrolling equity method interests in the operations venture of SPARC Group and in ABG were 50.0% and 6.8%, respectively.

On September 19, 2019, we acquired the remaining 50% interest in a hotel adjacent to one of our properties from our joint venture partner for cash consideration of $12.8 million. As of closing, the property was subject to a $21.5 million, 4.02% variable rate mortgage.

On September 25, 2018, we acquired the remaining 50% interest in The Outlets at Orange from our joint venture partner.  The Operating Partnership issued 475,183 units, or approximately $84.1 million, as consideration for the acquisition.  The property is subject to a $215.0 million 4.22% fixed rate mortgage loan.

Dispositions.  We may continue to pursue the disposition of properties that no longer meet our strategic criteria or that are not a primary retail venue within their trade area.

During 2020, we disposed of our interest in one consolidated retail property. A portion of the gross proceeds on this transaction of $33.4 million was used to partially repay a cross-collateralized mortgage. Our share of the $12.3 million gain is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statement of operations and comprehensive income.

During 2019, we disposed of our interests in one multi-family residential investment. Our share of the gross proceeds on this transaction was $17.9 million. Our share of the gain of $16.2 million is included in other income in the accompanying consolidated statement of operations and comprehensive income. We also recorded net gains of $62.1 million, primarily

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related to Klépierre’s disposition of its interests in certain shopping centers, of which our share was $58.6 million, as discussed in Note 6 to the consolidated financial statements.

During 2018, we recorded net gains of $288.8 million primarily related to disposition activity which included the foreclosure of two consolidated retail properties in satisfaction of their $200.0 million and $80.0 million non-recourse mortgage loans and, as discussed in Note 6 of the notes to the consolidated financial statements, our interest in the German department store properties owned through our investment in HBS was sold during the fourth quarter of 2018. Also, as discussed further in Note 6 of the notes to the consolidated financial statements, Klépierre disposed of its interests in certain shopping centers resulting in a gain of which our share was $20.2 million.

Joint Venture Formation Activity

On December 29, 2020, we completed the acquisition of an 80% ownership interest in TRG, which has an ownership interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Under the terms of the transaction, we, through the Operating Partnership, acquired all of Taubman Centers, Inc. common stock for $43.00 per share in cash. Total consideration for the acquisition, including the redemption of Taubman’s $192.5 million 6.5% Series J Cumulative Preferred Shares and its $170.0 million 6.25% Series K Cumulative Preferred Shares, and the issuance of 955,705 Operating Partnership units, was approximately $3.5 billion.  Our investment includes the 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us.

On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our noncontrolling interest in the venture is 41.67% and was acquired for cash consideration of $125.0 million.

On February 19, 2020, we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. Our noncontrolling interest in each of the retail operations venture and in the licensing venture is 37.5%. Our aggregate investment in the ventures was $67.6 million. In connection with the acquisition of our interest, the Forever 21 joint venture recorded a non-cash bargain purchase gain of which our share of $35.0 million pre-tax is included in income from unconsolidated entities in the consolidated statement of operations and comprehensive income.

On October 16, 2019, we contributed approximately $276.8 million consisting of cash and the Shop Premium Outlets, or SPO, assets for a 45% noncontrolling interest in Rue Gilt Groupe, or RGG, to create a new multi-platform venture dedicated to digital value shopping, as further discussed in Note 6 to the consolidated financial statements.  

Development Activity

We routinely incur costs related to construction for significant redevelopment and expansion projects at our properties. Redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants are underway at several properties in the United States, Canada, Europe, and Asia.

In response to the COVID-19 pandemic, the Company has suspended more than $1.0 billion of capital in development projects.  The Company will re-evaluate all suspended projects over time.  Construction continues on certain redevelopment and new development projects in the U.S. and internationally that are nearing completion.  Our share of the costs of all new development, redevelopment and expansion projects currently under construction is approximately $829 million.  Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction is approximately $89 million.  We expect to fund these capital projects with cash flows from operations. We seek a stabilized return on invested capital in the range of 8-10% for all of our new development, expansion and redevelopment projects.

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Summary of Capital Expenditures.  The following table summarizes total capital expenditures on consolidated properties on a cash basis (in millions):

    

2020

    

2019

    

2018

 

New Developments

$

27

$

73

$

87

Redevelopments and Expansions

 

399

 

498

 

419

Tenant Allowances

 

53

 

162

 

144

Operational Capital Expenditures

 

5

 

143

 

132

Total

$

484

$

876

$

782

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International Development Activity  

We typically reinvest net cash flow from our international joint ventures to fund future international development activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded most of our foreign investments with local currency-denominated borrowings that act as a natural hedge against fluctuations in exchange rates. Our consolidated net income exposure to changes in the volatility of the Euro, Yen, Peso, Won, and other foreign currencies is not material. We expect our share of estimated committed capital for international development projects to be completed with projected delivery in 2021 or 2022 is $36 million, primarily funded through reinvested joint venture cash flow and construction loans.

The following table describes recently completed and new development and expansion projects as well as our share of the estimated total cost as of December 31, 2020 (in millions):

Gross

Our

Our Share of

Our Share of

Projected

Leasable

Ownership

Projected Net Cost

Projected Net Cost

Opening

Property

   

Location

   

Area (sqft)

   

Percentage

   

(in Local Currency)

   

(in USD) (1)

   

Date

New Development Projects:

Málaga Designer Outlet

Málaga, Spain

191,000

46%

EUR

50.3

$

61.7

Opened Feb. - 2020

Siam Premium Outlets Bangkok

Bangkok, Thailand

264,000

50%

THB

1,654

$

55.2

Opened Jun. - 2020

West Midlands Designer Outlet

Cannock (West Midlands), England

197,000

23%

GBP

31.2

$

42.6

Mar. 2021

Expansions:

Gotemba Premium Outlets Phase 4

Gotemba, Japan

178,000

40%

JPY

7,476

$

72.5

Opened Jun. - 2020

Rinku Premium Outlets Phase 5

Izumisano (Osaka), Japan

110,000

40%

JPY

3,219

$

31.2

Opened Aug. - 2020

La Reggia Designer Outlet Phase 3

Marcianise (Naples), Italy

58,000

92%

EUR

30.9

$

37.9

Nov. 2021

(1)USD equivalent based upon December 31, 2020 foreign currency exchange rates.

Dividends, Distributions and Stock Repurchase Program

Simon paid a common stock dividend of $1.30 per share in the fourth quarter of 2020 and $4.70 per share for the year ended December 31, 2020. The Operating Partnership paid distributions per unit for the same amounts. In 2019, Simon paid dividends of $2.10 and $8.30 per share for the three and twelve month periods ended December 31, 2019, respectively. The Operating Partnership paid distributions per unit for the same amounts. On December 15, 2020, Simon’s Board of Directors declared a quarterly cash dividend for the fourth quarter of 2020 of $1.30 per share, payable on January 22, 2021 to shareholders of record on December 24, 2020.  The distribution rate on units is equal to the dividend rate on common stock. In order to maintain its status as a REIT, Simon must pay a minimum amount of dividends. Simon’s future dividends and the Operating Partnership’s future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.

On February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan through March 31, 2019.  On February 11, 2019, Simon's Board of Directors authorized a new common stock repurchase plan.  Under the plan, Simon could repurchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021 in the open market or in privately negotiated transactions as market conditions warrant.  During the year ended December 31, 2020, Simon purchased 1,245,654 shares at an average price of $122.50 per share.  During the year ended December 31, 2019, Simon purchased 2,247,074 shares at an average price of $160.11 per share, of which 46,377 shares at an average price of $164.49 were purchased as part of the previous program.  At December 31, 2020, we had remaining authority to repurchase approximately $1.5 billion of common stock, which has subsequently expired.  As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.  

Forward-Looking Statements

Certain statements made in this section or elsewhere in this Annual Report on Form 10-K may be deemed "forward–looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward–looking statements are based on reasonable assumptions, we can give no assurance that its expectations will be attained, and it is possible that our actual results may differ materially from those indicated by

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these forward–looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: uncertainties regarding the impact of the COVID-19 pandemic and governmental restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our stockholders; changes in economic and market conditions that may adversely affect the general retail environment; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the intensely competitive market environment in the retail industry, including e-commerce; an increase in vacant space at our properties; the inability to lease newly developed properties and renew leases and relet space at existing properties on favorable terms; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; general risks related to real estate investments, including the illiquidity of real estate investments; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; changes in market rates of interest; the transition of LIBOR to an alternative reference rate; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; environmental liabilities; natural disasters; the availability of comprehensive insurance coverage; the potential for terrorist activities;  security breaches that could compromise our information technology or infrastructure; and the loss of key management personnel; and. We discussed these and other risks and uncertainties under the heading "Risk Factors" in Part 1, Item 1A of this Annual Report on Form 10-K. We may update that discussion in subsequent other periodic reports, but except as required by law, we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.  

Non-GAAP Financial Measures

Industry practice is to evaluate real estate properties in part based on performance measures such as FFO, diluted FFO per share, NOI, and portfolio NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.

We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”) Funds From Operations White Paper – 2018 Restatement.  Our main business includes acquiring, owning, operating, developing, and redeveloping real estate in conjunction with the rental of real estate.  Gains and losses of assets incidental to our main business are included in FFO.  We determine FFO to be our share of consolidated net income computed in accordance with GAAP:

excluding real estate related depreciation and amortization,
excluding gains and losses from extraordinary items,
excluding gains and losses from the sale, disposal or property insurance recoveries of, or any impairment related to, depreciable retail operating properties,
plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and
all determined on a consistent basis in accordance with GAAP.

You should understand that our computations of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures:

do not represent cash flow from operations as defined by GAAP,
should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and
are not an alternative to cash flows as a measure of liquidity.

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The following schedule reconciles total FFO to consolidated net income and, for Simon, diluted net income per share to diluted FFO per share.

 

2020

2019

2018

(in thousands)

 

Funds from Operations (A)

$

3,236,963

$

4,272,271

$

4,324,601

Change in FFO from prior period

 

(24.2)

%  

 

(1.2)

%  

 

7.6

%

Consolidated Net Income

$

1,277,324

$

2,423,188

$

2,822,343

Adjustments to Arrive at FFO:

Depreciation and amortization from consolidated properties

 

1,308,419

 

1,329,843

 

1,270,888

Our share of depreciation and amortization from unconsolidated entities, including Klépierre and other corporate investments

 

536,133

 

551,596

 

533,595

Loss (gain) on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

114,960

 

(14,883)

 

(288,827)

Unrealized losses (gains) in fair value of equity instruments

19,632

8,212

15,212

Net loss (gain) attributable to noncontrolling interest holders in properties

 

4,378

 

(991)

 

(11,327)

Noncontrolling interests portion of depreciation and amortization and loss (gain) on disposal of properties

 

(18,631)

 

(19,442)

 

(12,031)

Preferred distributions and dividends

 

(5,252)

 

(5,252)

 

(5,252)

FFO of the Operating Partnership (A)

$

3,236,963

$

4,272,271

$

4,324,601

FFO allocable to limited partners

 

424,063

 

563,342

 

568,817

Dilutive FFO allocable to common stockholders (A)

$

2,812,900

$

3,708,929

$

3,755,784

Diluted net income per share to diluted FFO per share reconciliation:

Diluted net income per share

$

3.59

$

6.81

$

7.87

Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre and other corporate investments, net of noncontrolling interests portion of depreciation and amortization

 

5.14

 

5.25

 

5.01

Loss (gain) on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

0.32

 

(0.04)

 

(0.79)

Unrealized losses (gains) in fair value of equity instruments

0.06

0.02

0.04

Diluted FFO per share (A)

$

9.11

$

12.04

$

12.13

Basic and Diluted weighted average shares outstanding

 

308,738

 

307,950

 

309,627

Weighted average limited partnership units outstanding

 

46,544

 

46,774

 

46,893

Basic and Diluted weighted average shares and units outstanding

 

355,282

 

354,724

 

356,520

(A)Includes FFO of the Operating Partnership related to a loss on extinguishment of debt of $116.3 million for the year ended December 31, 2019. Includes Diluted FFO per share/unit related to a loss on extinguishment of debt of $0.33 for the year ended December 31, 2019. Includes Diluted FFO allocable to common stockholders related to a loss on extinguishment of debt of $100.9 million for the year ended December 31, 2019.

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The following schedule reconciles consolidated net income to NOI.

For the Year

 

Ended December 31, 

 

 

2020

    

2019

 

(in thousands)

 

Reconciliation of NOI of consolidated entities:

 

    

Consolidated Net Income

$

1,277,324

$

2,423,188

Income and other tax expense (benefit)

 

(4,637)

 

30,054

Interest expense

 

784,400

 

789,353

Income from unconsolidated entities

 

(219,870)

 

(444,349)

Loss on extinguishment of debt

--

116,256

Unrealized losses (gains) in fair value of equity instruments

 

19,632

 

8,212

Loss (gain) on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

114,960

 

(14,883)

Operating Income Before Other Items

 

1,971,809

 

2,907,831

Depreciation and amortization

 

1,318,008

 

1,340,503

Home and regional office costs

171,668

190,109

General and administrative

22,572

34,860

NOI of consolidated entities

$

3,484,057

$

4,473,303

Reconciliation of NOI of unconsolidated entities:

Net Income

$

453,816

$

892,506

Interest expense

 

616,332

 

636,988

Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net

 

 

(24,609)

Operating Income Before Other Items

 

1,070,148

 

1,504,885

Depreciation and amortization

 

692,424

 

681,764

NOI of unconsolidated entities

$

1,762,572

$

2,186,649

Add: Our share of NOI from Klépierre, and other corporate investments

253,093

293,979

Combined NOI

$

5,499,722

$

6,953,931

Less: Corporate and Other NOI Sources (1)

 

228,874

 

548,117

Less: Our share of NOI from Retailer Investments

21,507

40,149

Less: Our share of NOI from Investments (2)

194,174

269,598

Portfolio NOI

$

5,055,167

$

6,096,067

Portfolio NOI Change

(17.1)

%  

(1)Includes income components excluded from portfolio NOI (domestic lease termination income, interest income, land sale gains, straight line lease income, above/below market lease adjustments), unrealized and realized gains/losses on non-real estate related equity instruments, Northgate, Simon management company revenues, and other assets.
(2)Includes our share of NOI of Klépierre (at constant currency) and other corporate investments.

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt. We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

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We may enter into treasury lock agreements as part of anticipated issuances of senior notes. Upon completion of the debt issuance, the cost of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement.

Our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily LIBOR. Based upon consolidated indebtedness and interest rates at December 31, 2020, a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately $16.3 million, and would decrease the fair value of debt by approximately $747.2 million.

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Item 8.  Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

The Stockholders and the Board of Directors of Simon Property Group, Inc.:

Opinion on Internal Control over Financial Reporting

We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Simon Property Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 25, 2021, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Indianapolis, Indiana
February 25, 2021

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Report of Independent Registered Public Accounting Firm

The Stockholders and the Board of Directors of Simon Property Group, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 25, 2021, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of Investment Properties for Impairment

Description of the Matter

At December 31, 2020, the Company’s consolidated net investment properties totaled $23.2 billion. In addition, a significant number of the Company’s investments in unconsolidated entities and its investment in Klépierre hold investment properties. As discussed in Note 3 to the consolidated financial statements, the Company reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Company estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as historical and forecasted cash flows, operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information.

Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant assumptions such as forecasted cash flows and operating income before depreciation and amortization, and capitalization rates, all of which can be affected by expectations about future market

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or economic conditions, demand, and competition.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above.  

To test the Company’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions.

Evaluation of Investments in Unconsolidated Entities for Impairment

Description of the Matter

At December 31, 2020, the carrying value of the Company’s investments in unconsolidated entities and its investment in Klépierre totaled $4.3 billion. As explained in Note 3 to the consolidated financial statements, the Company reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Company assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Company estimates the fair value of an investment and assesses whether any impairment is other-than-temporary using observable and unobservable inputs such as historical and forecasted cash flows or operating income, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information.

Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of each investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.

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How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described above.

To test the Company’s evaluation of investments in unconsolidated entities for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the cash flows and the fair value of the related investment that would result from changes in the assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary.

Evaluation of Collectability of Tenant Receivables and Accrued Revenue

Description of the Matter

At December 31, 2020, the Company’s tenant receivables and accrued revenue totaled $1.2 billion. As discussed in Notes 3 and 9 to the consolidated financial statements, the Company accrues fixed lease income on a straight-line basis over the term of the lease when the Company believes substantially all lease income, including the related straight-line receivable, is probable of collection. The Company’s assessment of collectability incorporates available tenant operational and liquidity information and includes expectations and estimates made by the Company with respect to each lease.

Auditing management’s evaluation of collectability of tenant receivables and accrued revenue was challenging due to the significant judgment that was necessary when assessing whether it is probable that the tenant will pay outstanding receivables and whether it is probable that substantially all future lease payments will be collected in accordance with the lease terms. In particular, the assessment of collectability incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and management’s communications and negotiations with the tenant.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating collectability of tenant receivables and accrued revenues, including controls over management’s review of the information and judgments described above.

To test the Company’s evaluation of collectability of tenant receivables and accrued revenue, we performed audit procedures that included, among others, assessing the methodologies applied and evaluating the information used by management in its analysis. As part of our assessment, we reviewed executed lease agreements and amendments, evaluated publicly available information on the tenant’s financial condition and operational performance and considered recent collections activity. Further, we evaluated the status of contractual disputes with certain tenants, including review of the related lease agreements, considered recent resolutions of similar matters and obtained representations from internal legal counsel. We also evaluated the impact of activity subsequent to the balance sheet date on the Company’s estimates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Indianapolis, Indiana
February 25, 2021

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Report of Independent Registered Public Accounting Firm

The Partners of Simon Property Group, L.P. and the Board of Directors of Simon Property Group, Inc.:

Opinion on Internal Control over Financial Reporting

We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Simon Property Group, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 25, 2021, expressed an unqualified opinion thereon.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Indianapolis, Indiana

February 25, 2021

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Report of Independent Registered Public Accounting Firm

The Partners of Simon Property Group, L.P. and the Board of Directors of Simon Property Group, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. (the Partnership) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020 and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 25, 2021, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of Investment Properties for Impairment

Description of the Matter

At December 31, 2020, the Partnership’s consolidated net investment properties totaled $23.2 billion. In addition, a significant number of the Partnership’s investments in unconsolidated entities and its investment in Klépierre hold investment properties. As discussed in Note 3 to the consolidated financial statements, the Partnership reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Partnership estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as historical and forecasted cash flows, operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information.

Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant

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assumptions such as forecasted cash flows and operating income before depreciation and amortization, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above.  

To test the Partnership’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions.

Evaluation of Investments in Unconsolidated Entities for Impairment

Description of the Matter

At December 31, 2020, the carrying value of the Partnership’s investments in unconsolidated entities and its investment in Klépierre totaled $4.3 billion. As explained in Note 3 to the consolidated financial statements, the Partnership reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Partnership assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Partnership estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as historical and forecasted cash flows or operating income, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information.

Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of each investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described above.

To test the Partnership’s evaluation of investments in unconsolidated entities for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain

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assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the cash flows and the fair value of the related investment that would result from changes in the assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary.

Evaluation of Collectability of Tenant Receivables and Accrued Revenue

Description of the Matter

At December 31, 2020, the Partnership’s tenant receivables and accrued revenue totaled $1.2 billion. As discussed in Notes 3 and 9 to the consolidated financial statements, the Partnership accrues fixed lease income on a straight-line basis over the term of the lease when the Partnership believes substantially all lease income, including the related straight-line receivable, is probable of collection. The Partnership’s assessment of collectability incorporates available tenant operational and liquidity information and includes expectations and estimates made by the Partnership with respect to each lease.

Auditing management’s evaluation of collectability of tenant receivables and accrued revenue was challenging due to the significant judgment that was necessary when assessing whether it is probable that the tenant will pay outstanding receivables and whether it is probable that substantially all future lease payments will be collected in accordance with the lease terms. In particular, the assessment of collectability incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and management’s communications and negotiations with the tenant.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating collectability of tenant receivables and accrued revenues, including controls over management’s review of the information and judgments described above.

To test the Partnership’s evaluation of collectability of tenant receivables and accrued revenue, we performed audit procedures that included, among others, assessing the methodologies applied and evaluating the information used by management in its analysis. As part of our assessment, we reviewed executed lease agreements and amendments, evaluated publicly available information on the tenant’s financial condition and operational performance and considered recent collections activity. Further, we evaluated the status of contractual disputes with certain tenants, including review of the related lease agreements, considered recent resolutions of similar matters and obtained representations from internal legal counsel. We also evaluated the impact of activity subsequent to the balance sheet date on the Partnership’s estimates.

/s/ Ernst & Young LLP

We have served as the Partnership’s auditor since 2002.

Indianapolis, Indiana

February 25, 2021

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Simon Property Group, Inc.

Consolidated Balance Sheets

(Dollars in thousands, except share amounts)

    

December 31, 

    

December 31, 

 

2020

2019

 

ASSETS:

Investment properties, at cost

$

38,050,196

$

37,804,495

Less - accumulated depreciation

 

14,891,937

 

13,905,776

 

23,158,259

 

23,898,719

Cash and cash equivalents

 

1,011,613

 

669,373

Tenant receivables and accrued revenue, net

 

1,236,734

 

832,151

Investment in unconsolidated entities, at equity

 

2,603,571

 

2,371,053

Investment in Klépierre, at equity

 

1,729,690

 

1,731,649

Investment in TRG, at equity

3,451,897

Right-of-use assets, net

512,914

514,660

Deferred costs and other assets

 

1,082,168

 

1,214,025

Total assets

$

34,786,846

$

31,231,630

LIABILITIES:

Mortgages and unsecured indebtedness

$

26,723,361

$

24,163,230

Accounts payable, accrued expenses, intangibles, and deferred revenues

 

1,311,925

 

1,390,682

Cash distributions and losses in unconsolidated entities, at equity

 

1,577,393

 

1,566,294

Dividend payable

486,922

Lease liabilities

515,492

516,809

Other liabilities

 

513,515

 

464,304

Total liabilities

 

31,128,608

 

28,101,319

Commitments and contingencies

Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties

 

185,892

 

219,061

EQUITY:

Stockholders’ Equity

Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):

Series J 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847

 

42,091

 

42,420

Common stock, $0.0001 par value, 511,990,000 shares authorized, 342,849,037 and 320,435,256 issued and outstanding, respectively

 

34

 

32

Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding

 

 

Capital in excess of par value

 

11,179,688

 

9,756,073

Accumulated deficit

 

(6,102,314)

 

(5,379,952)

Accumulated other comprehensive loss

 

(188,675)

 

(118,604)

Common stock held in treasury, at cost, 14,355,621 and 13,574,296 shares, respectively

 

(1,891,352)

 

(1,773,571)

Total stockholders’ equity

 

3,039,472

 

2,526,398

Noncontrolling interests

 

432,874

 

384,852

Total equity

 

3,472,346

 

2,911,250

Total liabilities and equity

$

34,786,846

$

31,231,630

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per share amounts)

For the Year

 

Ended December 31, 

 

 

2020

    

2019

    

2018

 

REVENUE:

Lease income

$

4,302,367

$

5,243,771

$

5,158,420

Management fees and other revenues

 

96,882

 

112,942

 

116,286

Other income

 

208,254

 

398,476

 

370,582

Total revenue

 

4,607,503

 

5,755,189

 

5,645,288

EXPENSES:

Property operating

 

349,154

 

453,145

 

450,636

Depreciation and amortization

 

1,318,008

 

1,340,503

 

1,282,454

Real estate taxes

 

457,142

 

468,004

 

457,740

Repairs and maintenance

 

80,858

 

100,495

 

99,588

Advertising and promotion

 

98,613

 

150,344

 

151,241

Home and regional office costs

 

171,668

 

190,109

 

136,677

General and administrative

 

22,572

 

34,860

 

46,543

Other

 

137,679

 

109,898

 

94,110

Total operating expenses

 

2,635,694

 

2,847,358

 

2,718,989

OPERATING INCOME BEFORE OTHER ITEMS

 

1,971,809

 

2,907,831

 

2,926,299

Interest expense

 

(784,400)

 

(789,353)

 

(815,923)

Loss on extinguishment of debt

(116,256)

Income and other tax benefit (expense)

 

4,637

 

(30,054)

 

(36,898)

Income from unconsolidated entities

 

219,870

 

444,349

 

475,250

Unrealized losses in fair value of equity instruments

(19,632)

(8,212)

(15,212)

(Loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

(114,960)

 

14,883

 

288,827

CONSOLIDATED NET INCOME

1,277,324

2,423,188

2,822,343

Net income attributable to noncontrolling interests

 

164,760

 

321,604

 

382,285

Preferred dividends

 

3,337

 

3,337

 

3,337

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

1,109,227

$

2,098,247

$

2,436,721

BASIC AND DILUTED EARNINGS PER COMMON SHARE:

Net income attributable to common stockholders

$

3.59

$

6.81

$

7.87

Consolidated Net Income

$

1,277,324

$

2,423,188

$

2,822,343

Unrealized (loss) gain on derivative hedge agreements

 

(106,548)

 

(4,066)

 

21,633

Net (gain) loss reclassified from accumulated other comprehensive loss into earnings

 

(106)

 

13,634

 

7,020

Currency translation adjustments

 

27,288

 

(1,850)

 

(47,038)

Changes in available-for-sale securities and other

 

180

 

718

 

373

Comprehensive income

 

1,198,138

 

2,431,624

 

2,804,331

Comprehensive income attributable to noncontrolling interests

 

155,646

 

322,627

 

379,837

Comprehensive income attributable to common stockholders

$

1,042,492

$

2,108,997

$

2,424,494

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Consolidated Statements of Cash Flows

(Dollars in thousands)

For the Year

Ended December 31, 

2020

2019

2018

CASH FLOWS FROM OPERATING ACTIVITIES:

Consolidated Net Income

$

1,277,324

$

2,423,188

$

2,822,343

Adjustments to reconcile consolidated net income to net cash provided by operating activities

Depreciation and amortization

 

1,354,991

 

1,394,172

 

1,349,776

Loss on debt extinguishment

116,256

Loss (gain) on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

114,960

 

(14,883)

 

(288,827)

Unrealized losses in fair value of equity instruments

19,632

8,212

15,212

Gain on interest in unconsolidated entity (Note 6)

(35,621)

Straight-line lease loss (income)

 

19,950

 

(67,139)

 

(18,325)

Equity in income of unconsolidated entities

 

(219,870)

 

(444,349)

 

(475,250)

Distributions of income from unconsolidated entities

 

184,733

 

428,769

 

390,137

Changes in assets and liabilities

Tenant receivables and accrued revenue, net

 

(415,911)

 

(157)

 

(17,518)

Deferred costs and other assets

 

(28,191)

 

(49,338)

 

(75,438)

Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities

 

19,080

 

13,100

 

84,307

Net cash provided by operating activities

 

2,326,698

 

3,807,831

 

3,750,796

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions

 

(3,606,694)

 

(12,800)

 

(51,060)

Funding of loans to related parties

 

(8,236)

 

 

(4,641)

Proceeds on loans to related parties

 

 

7,641

 

Capital expenditures, net

 

(484,119)

 

(876,011)

 

(781,909)

Cash impact from the consolidation of properties

 

 

1,045

 

11,276

Net proceeds from sale of assets

 

33,418

 

6,776

 

183,241

Investments in unconsolidated entities

 

(191,368)

 

(63,789)

 

(63,397)

Purchase of equity instruments

 

(32,955)

 

(374,231)

 

(21,563)

Proceeds from sales of equity instruments

 

30,000

 

 

25,000

Insurance proceeds for property restoration

31,198

5,662

19,083

Distributions of capital from unconsolidated entities and other

 

250,358

 

229,000

 

447,464

Net cash used in investing activities

 

(3,978,398)

 

(1,076,707)

 

(236,506)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sales of common stock and other, net of transaction costs

 

1,556,148

 

(328)

 

(329)

Purchase of shares related to stock grant recipients' tax withholdings

(854)

(2,955)

(2,911)

Redemption of limited partner units

 

(16,106)

 

(6,846)

 

(81,506)

Purchase of treasury stock

(152,589)

(359,773)

(354,108)

Distributions to noncontrolling interest holders in properties

 

(8,271)

 

(41,549)

 

(76,963)

Contributions from noncontrolling interest holders in properties

 

220

 

139

 

161

Preferred distributions of the Operating Partnership

 

(1,915)

 

(1,915)

 

(1,915)

Distributions to stockholders and preferred dividends

 

(1,443,183)

 

(2,558,944)

 

(2,449,071)

Distributions to limited partners

 

(219,095)

 

(388,542)

 

(370,656)

Cash paid to extinguish debt

(99,975)

Proceeds from issuance of debt, net of transaction costs

 

15,234,860

 

13,312,301

 

7,973,719

Repayments of debt

 

(12,955,275)

 

(12,427,699)

 

(9,118,685)

Net cash provided by (used in) provided by financing activities

 

1,993,940

 

(2,576,086)

 

(4,482,264)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

342,240

 

155,038

 

(967,974)

CASH AND CASH EQUIVALENTS, beginning of period

669,373

 

514,335

 

1,482,309

CASH AND CASH EQUIVALENTS, end of period

$

1,011,613

$

669,373

$

514,335

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Consolidated Statements of Equity

(Dollars in thousands)

    

    

    

Accumulated Other

    

    

    

    

    

 

Comprehensive

Capital in

Common Stock

 

Preferred

Common

Income

Excess of Par

Accumulated

Held in

Noncontrolling

Total

 

Stock

Stock

(Loss)

Value

Deficit

Treasury

Interests

Equity

 

Balance at December 31, 2017

$

43,077

$

32

$

(110,453)

$

9,614,748

$

(4,782,173)

$

(1,079,063)

$

552,596

$

4,238,764

Exchange of limited partner units (92,732 common shares, Note 8)

1,004

(1,004)

 

Issuance of limited partner units (475,183 units)

84,103

84,103

Series J preferred stock premium amortization

(329)

(329)

Stock incentive program (51,756 common shares, net)

(8,651)

8,651

 

Redemption of limited partner units (454,704 units)

(76,555)

(4,951)

 

(81,506)

Amortization of stock incentive

12,029

12,029

Treasury stock purchase (2,275,194 shares)

(354,108)

(354,108)

Long-term incentive performance units

26,172

26,172

Cumulative effect of accounting change

7,264

7,264

Issuance of unit equivalents and other (18,680 common shares repurchased)

1,602

(109,147)

(2,911)

(2,510)

(112,966)

Unrealized loss on hedging activities

18,781

2,852

21,633

Currency translation adjustments

(40,766)

(6,271)

(47,037)

Changes in available-for-sale securities and other

324

49

373

Net gain reclassified from accumulated other comprehensive loss into earnings

6,097

923

7,020

Other comprehensive income

(15,564)

(2,447)

 

(18,011)

Adjustment to limited partners' interest from change in ownership in the Operating Partnership

156,241

(156,241)

 

Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests

(2,449,071)

(370,656)

 

(2,819,727)

Distribution to other noncontrolling interest partners

(1,741)

 

(1,741)

Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and $3,416 attributable to noncontrolling redeemable interests in properties

2,440,058

376,954

 

2,817,012

Balance at December 31, 2018

$

42,748

$

32

$

(126,017)

$

9,700,418

$

(4,893,069)

$

(1,427,431)

$

500,275

$

3,796,956

Exchange of limited partner units (24,000 common shares, Note 8)

253

(253)

Series J preferred stock premium amortization

(328)

(328)

Stock incentive program (90,902 common shares, net)

(16,589)

16,589

Redemption of limited partner units (43,255 units)

(6,453)

(393)

(6,846)

Amortization of stock incentive

12,604

12,604

Treasury stock purchase (2,247,074 shares)

(359,773)

(359,773)

Long-term incentive performance units

20,749

20,749

Issuance of unit equivalents and other (16,336 common shares repurchased)

19

(29,523)

(2,956)

139

(32,321)

Unrealized gain on hedging activities

(3,553)

(513)

(4,066)

Currency translation adjustments

(1,489)

(361)

(1,850)

Changes in available-for-sale securities and other

623

95

718

Net loss reclassified from accumulated other comprehensive loss into earnings

11,832

1,802

13,634

Other comprehensive income

7,413

1,023

8,436

Adjustment to limited partners' interest from change in ownership in the Operating Partnership

65,821

(65,821)

Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests

(2,558,944)

(388,541)

(2,947,485)

Distribution to other noncontrolling interest partners

(2,446)

(2,446)

Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $431 loss attributable to noncontrolling redeemable interests in properties

2,101,584

320,120

2,421,704

Balance at December 31, 2019

$

42,420

$

32

$

(118,604)

$

9,756,073

$

(5,379,952)

$

(1,773,571)

$

384,852

$

2,911,250

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Accumulated Other

    

    

    

    

    

 

Comprehensive

Capital in

Common Stock

 

Preferred

Common

Income

Excess of Par

Accumulated

Held in

Noncontrolling

Total

 

Stock

Stock

(Loss)

Value

Deficit

Treasury

Interests

Equity

 

Exchange of limited partner units (293,204 common shares, Note 8)

2,028

(2,028)

Issuance of limited partner units (955,705 units)

79,601

79,601

Public offering of common stock (22,137,500 common shares)

2

1,556,477

1,556,479

Series J preferred stock premium amortization

(329)

(329)

Stock incentive program (462,967 common shares, net)

(35,662)

35,662

Redemption of limited partner units (116,658 units)

(15,163)

(943)

(16,106)

Amortization of stock incentive

11,660

11,660

Treasury stock purchase (1,245,654 shares)

(152,590)

(152,590)

Long-term incentive performance units

2,331

2,331

Issuance of unit equivalents and other (15,561 common shares repurchased)

30

34,894

(853)

(3,582)

30,489

Unrealized loss on hedging activities

(92,834)

(13,714)

(106,548)

Currency translation adjustments

22,694

4,594

27,288

Changes in available-for-sale securities and other

162

18

180

Net gain reclassified from accumulated other comprehensive loss into earnings

(93)

(13)

(106)

Other comprehensive income

(70,071)

(9,115)

(79,186)

Adjustment to limited partners' interest from change in ownership in the Operating Partnership

(95,755)

95,755

Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests

(1,869,820)

(279,379)

(2,149,199)

Distribution to other noncontrolling interest partners

(3,507)

(3,507)

Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $6,044 loss attributable to noncontrolling redeemable interests in properties

1,112,564

168,889

1,281,453

Balance at December 31, 2020

$

42,091

$

34

$

(188,675)

$

11,179,688

$

(6,102,314)

$

(1,891,352)

$

432,874

$

3,472,346

The accompanying notes are an integral part of these statements.

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Simon Property Group, L.P.

Consolidated Balance Sheets

(Dollars in thousands, except unit amounts)

    

December 31, 

    

December 31, 

 

2020

2019

 

ASSETS:

Investment properties, at cost

$

38,050,196

$

37,804,495

Less — accumulated depreciation

 

14,891,937

 

13,905,776

 

23,158,259

 

23,898,719

Cash and cash equivalents

 

1,011,613

 

669,373

Tenant receivables and accrued revenue, net

 

1,236,734

 

832,151

Investment in unconsolidated entities, at equity

 

2,603,571

 

2,371,053

Investment in Klépierre, at equity

 

1,729,690

 

1,731,649

Investment in TRG, at equity

3,451,897

Right-of-use assets, net

512,914

514,660

Deferred costs and other assets

 

1,082,168

 

1,214,025

Total assets

$

34,786,846

$

31,231,630

LIABILITIES:

Mortgages and unsecured indebtedness

$

26,723,361

$

24,163,230

Accounts payable, accrued expenses, intangibles, and deferred revenues

 

1,311,925

 

1,390,682

Cash distributions and losses in unconsolidated entities, at equity

 

1,577,393

 

1,566,294

Distribution payable

486,922

Lease liabilities

515,492

516,809

Other liabilities

 

513,515

 

464,304

Total liabilities

 

31,128,608

 

28,101,319

Commitments and contingencies

Preferred units, various series, at liquidation value, and noncontrolling redeemable interests in properties

 

185,892

 

219,061

EQUITY:

Partners’ Equity

Preferred units, 796,948 units outstanding. Liquidation value of $39,847

 

42,091

 

42,420

General Partner, 328,501,416 and 306,868,960 units outstanding, respectively

 

2,997,381

 

2,483,978

Limited Partners, 47,322,212 and 46,740,117 units outstanding, respectively

 

431,784

 

378,339

Total partners’ equity

 

3,471,256

 

2,904,737

Nonredeemable noncontrolling interests in properties, net

 

1,090

 

6,513

Total equity

 

3,472,346

 

2,911,250

Total liabilities and equity

$

34,786,846

$

31,231,630

The accompanying notes are an integral part of these statements.

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Simon Property Group, L.P.

Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per unit amounts)

 

For the Year

 

 

Ended December 31, 

 

 

2020

2019

2018

 

REVENUE:

 

    

    

 

Lease income

$

4,302,367

$

5,243,771

$

5,158,420

Management fees and other revenues

 

96,882

 

112,942

 

116,286

Other income

 

208,254

 

398,476

 

370,582

Total revenue

 

4,607,503

 

5,755,189

 

5,645,288

EXPENSES:

Property operating

 

349,154

 

453,145

 

450,636

Depreciation and amortization

 

1,318,008

 

1,340,503

 

1,282,454

Real estate taxes

 

457,142

 

468,004

 

457,740

Repairs and maintenance

 

80,858

 

100,495

 

99,588

Advertising and promotion

 

98,613

 

150,344

 

151,241

Home and regional office costs

 

171,668

 

190,109

 

136,677

General and administrative

 

22,572

 

34,860

 

46,543

Other

 

137,679

 

109,898

 

94,110

Total operating expenses

 

2,635,694

 

2,847,358

 

2,718,989

OPERATING INCOME BEFORE OTHER ITEMS

 

1,971,809

 

2,907,831

 

2,926,299

Interest expense

 

(784,400)

 

(789,353)

 

(815,923)

Loss on extinguishment of debt

(116,256)

Income and other tax benefit (expense)

 

4,637

 

(30,054)

 

(36,898)

Income from unconsolidated entities

 

219,870

 

444,349

 

475,250

Unrealized losses in fair value of equity instruments

(19,632)

(8,212)

(15,212)

(Loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

(114,960)

 

14,883

 

288,827

CONSOLIDATED NET INCOME

 

1,277,324

 

2,423,188

 

2,822,343

Net (loss) income attributable to noncontrolling interests

 

(4,378)

 

991

 

11,327

Preferred unit requirements

 

5,252

 

5,252

 

5,252

NET INCOME ATTRIBUTABLE TO UNITHOLDERS

$

1,276,450

$

2,416,945

$

2,805,764

NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

General Partner

$

1,109,227

$

2,098,247

$

2,436,721

Limited Partners

 

167,223

 

318,698

 

369,043

Net income attributable to unitholders

$

1,276,450

$

2,416,945

$

2,805,764

BASIC AND DILUTED EARNINGS PER UNIT:

Net income attributable to unitholders

$

3.59

$

6.81

$

7.87

Consolidated Net Income

$

1,277,324

$

2,423,188

$

2,822,343

Unrealized (loss) gain on derivative hedge agreements

 

(106,548)

 

(4,066)

 

21,633

Net (gain) loss reclassified from accumulated other comprehensive loss into earnings

 

(106)

 

13,634

 

7,020

Currency translation adjustments

 

27,288

 

(1,850)

 

(47,038)

Changes in available-for-sale securities and other

 

180

 

718

 

373

Comprehensive income

 

1,198,138

 

2,431,624

 

2,804,331

Comprehensive income attributable to noncontrolling interests

 

1,666

 

1,422

 

7,911

Comprehensive income attributable to unitholders

$

1,196,472

$

2,430,202

$

2,796,420

The accompanying notes are an integral part of these statements.

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Simon Property Group, L.P.

Consolidated Statements of Cash Flows

(Dollars in thousands)

For the Year

 

Ended December 31, 

 

 

2020

    

2019

    

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

    

 

Consolidated Net Income

$

1,277,324

$

2,423,188

$

2,822,343

Adjustments to reconcile consolidated net income to net cash provided by operating activities

Depreciation and amortization

 

1,354,991

 

1,394,172

 

1,349,776

Loss on debt extinguishment

116,256

Loss (gain) on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

114,960

 

(14,883)

 

(288,827)

Unrealized losses in fair value of equity instruments

19,632

8,212

15,212

Gain on interest in unconsolidated entity (Note 6)

(35,621)

Straight-line lease loss (income)

 

19,950

 

(67,139)

 

(18,325)

Equity in income of unconsolidated entities

 

(219,870)

 

(444,349)

 

(475,250)

Distributions of income from unconsolidated entities

 

184,733

 

428,769

 

390,137

Changes in assets and liabilities

Tenant receivables and accrued revenue, net

 

(415,911)

 

(157)

 

(17,518)

Deferred costs and other assets

 

(28,191)

 

(49,338)

 

(75,438)

Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities

 

19,080

 

13,100

 

84,307

Net cash provided by operating activities

 

2,326,698

 

3,807,831

 

3,750,796

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions

 

(3,606,694)

 

(12,800)

 

(51,060)

Funding of loans to related parties

(8,236)

(4,641)

Proceeds on loans to related parties

 

 

7,641

 

Capital expenditures, net

 

(484,119)

 

(876,011)

 

(781,909)

Cash impact from the consolidation of properties

 

 

1,045

 

11,276

Net proceeds from sale of assets

33,418

6,776

183,241

Investments in unconsolidated entities

 

(191,368)

 

(63,789)

 

(63,397)

Purchase of equity instruments

 

(32,955)

 

(374,231)

 

(21,563)

Proceeds from sales of equity instruments

30,000

25,000

Insurance proceeds for property restoration

31,198

5,662

19,083

Distributions of capital from unconsolidated entities and other

 

250,358

 

229,000

 

447,464

Net cash used in investing activities

 

(3,978,398)

 

(1,076,707)

 

(236,506)

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of units and other

 

1,556,148

 

(328)

 

(329)

Purchase of units related to stock grant recipients' tax withholdings

 

(854)

 

(2,955)

 

(2,911)

Redemption of limited partner units

(16,106)

(6,846)

(81,506)

Purchase of general partner units

(152,589)

(359,773)

(354,108)

Distributions to noncontrolling interest holders in properties

 

(8,271)

 

(41,549)

 

(76,963)

Contributions from noncontrolling interest holders in properties

 

220

 

139

 

161

Partnership distributions

 

(1,664,193)

 

(2,949,401)

 

(2,821,642)

Cash paid to extinguish debt

(99,975)

Mortgage and unsecured indebtedness proceeds, net of transaction costs

 

15,234,860

 

13,312,301

 

7,973,719

Mortgage and unsecured indebtedness principal payments

 

(12,955,275)

 

(12,427,699)

 

(9,118,685)

Net cash provided by (used in) provided by financing activities

 

1,993,940

 

(2,576,086)

 

(4,482,264)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

342,240

 

155,038

 

(967,974)

CASH AND CASH EQUIVALENTS, beginning of period

 

669,373

 

514,335

 

1,482,309

CASH AND CASH EQUIVALENTS, end of period

$

1,011,613

$

669,373

$

514,335

The accompanying notes are an integral part of these statements.

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Simon Property Group, L.P.

Consolidated Statements of Equity

(Dollars in thousands)

Preferred

Simon (Managing

Limited

Noncontrolling

Total

 

    

Units

    

General Partner)

    

Partners

    

Interests

    

Equity

 

Balance at December 31, 2017

$

43,077

$

3,643,091

$

548,858

$

3,738

$

4,238,764

Issuance of limited partner units (475,183 units)

84,103

84,103

Series J preferred stock premium and amortization

(329)

(329)

Limited partner units exchanged to common units (92,732 units)

1,004

(1,004)

Stock incentive program (51,756 common units, net)

Amortization of stock incentive

12,029

12,029

Redemption of limited partner units (454,704 units)

(76,555)

(4,951)

(81,506)

Treasury unit purchase (2,275,194 units)

(354,108)

(354,108)

Long-term incentive performance units

26,172

26,172

Cumulative effect of accounting change

7,264

7,264

Issuance of unit equivalents and other (18,680 common units)

(110,456)

(2,510)

(112,966)

Unrealized gain on hedging activities

18,781

2,852

21,633

Currency translation adjustments

(40,766)

(6,271)

(47,037)

Changes in available-for-sale securities and other

324

49

373

Net loss reclassified from accumulated other comprehensive loss into earnings

6,097

923

7,020

Other comprehensive income

(15,564)

(2,447)

(18,011)

Adjustment to limited partners' interest from change in ownership in the Operating Partnership

156,241

(156,241)

Distributions, excluding distributions on preferred interests classified as temporary equity

(3,337)

(2,445,734)

(370,656)

(1,741)

(2,821,468)

Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and $3,416 attributable to noncontrolling redeemable interests in properties

3,337

2,436,721

369,043

7,911

2,817,012

Balance at December 31, 2018

$

42,748

$

3,253,933

$

492,877

$

7,398

$

3,796,956

Series J preferred stock premium and amortization

(328)

(328)

Limited partner units exchanged to common units (24,000 units)

253

(253)

Stock incentive program (90,902 common units, net)

Amortization of stock incentive

12,604

12,604

Redemption of limited partner units (43,255 units)

(6,453)

(393)

(6,846)

Treasury unit purchase (2,247,074 units)

(359,773)

(359,773)

Long-term incentive performance units

20,749

20,749

Issuance of unit equivalents and other (16,336 common units)

(32,460)

139

(32,321)

Unrealized loss on hedging activities

(3,553)

(513)

(4,066)

Currency translation adjustments

(1,489)

(361)

(1,850)

Changes in available-for-sale securities and other

623

95

718

Net loss reclassified from accumulated other comprehensive loss into earnings

11,832

1,802

13,634

Other comprehensive income

7,413

1,023

8,436

Adjustment to limited partners' interest from change in ownership in the Operating Partnership

65,821

(65,821)

Distributions, excluding distributions on preferred interests classified as temporary equity

(3,337)

(2,555,607)

(388,541)

(2,446)

(2,949,931)

Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $431 loss attributable to noncontrolling redeemable interests in properties

3,337

2,098,247

318,698

1,422

2,421,704

Balance at December 31, 2019

$

42,420

$

2,483,978

$

378,339

$

6,513

$

2,911,250

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Preferred

Simon (Managing

Limited

Noncontrolling

Total

 

    

Units

    

General Partner)

    

Partners

    

Interests

    

Equity

 

Issuance of limited partner units (955,705 units)

79,601

79,601

Series J preferred stock premium and amortization

(329)

(329)

Limited partner units exchanged to common units (293,204 units)

2,028

(2,028)

Issuance of units related to Simon's public offering of its common stock (22,137,500 units)

1,556,479

1,556,479

Stock incentive program (462,967 common units, net)

Amortization of stock incentive

11,660

11,660

Redemption of limited partner units (116,658 units)

(15,163)

(943)

(16,106)

Treasury unit purchase (1,245,654 units)

(152,590)

(152,590)

Long-term incentive performance units

2,331

2,331

Issuance of unit equivalents and other (36,252 units and 15,561 common units)

34,071

(3,582)

30,489

Unrealized loss on hedging activities

(92,834)

(13,714)

(106,548)

Currency translation adjustments

22,694

4,594

27,288

Changes in available-for-sale securities and other

162

18

180

Net gain reclassified from accumulated other comprehensive loss into earnings

(93)

(13)

(106)

Other comprehensive income

(70,071)

(9,115)

(79,186)

Adjustment to limited partners' interest from change in ownership in the Operating Partnership

(95,755)

95,755

Distributions, excluding distributions on preferred interests classified as temporary equity

(3,337)

(1,866,483)

(279,379)

(3,507)

(2,152,706)

Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $6,044 loss attributable to noncontrolling redeemable interests in properties

3,337

1,109,227

167,223

1,666

1,281,453

Balance at December 31, 2020

$

42,091

$

2,997,381

$

431,784

$

1,090

$

3,472,346

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

1. Organization

Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets. Unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P.  References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. Unless otherwise indicated, these notes to consolidated financial statements apply to both Simon and the Operating Partnership. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.

We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®.  As of December 31, 2020, we owned or held an interest in 203 income-producing properties in the United States, which consisted of 99 malls, 69 Premium Outlets, 14 Mills, four lifestyle centers, and 17 other retail properties in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2020, we had ownership interests in 31 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of December 31, 2020, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company which owns, or has an interest in, shopping centers located in 15 countries in Europe.

We generate the majority of our lease income from retail, dining, entertainment and other tenants including consideration received from:

Fixed minimum lease consideration and fixed common area maintenance (CAM) reimbursements and,
Variable lease consideration primarily based on tenants’ sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items.

Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.

We also grow by generating supplemental revenues from the following activities:

establishing our properties as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events,
offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services,
selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and
generating interest income on cash deposits and investments in loans, including those made to related entities.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

2. Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of all controlled subsidiaries, and all significant intercompany amounts have been eliminated.

We consolidate properties that are wholly-owned or properties where we own less than 100% but we control. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other partner or owner and the inability of any other partner or owner to replace us.

We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during 2020 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the periods presented, we did not provide financial or other support to any identified VIE that we were not contractually obligated to provide.

Investments in partnerships and joint ventures represent our noncontrolling ownership interests. We account for these unconsolidated entities using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement, cash contributions and distributions, and foreign currency fluctuations, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in partnerships and joint ventures for which accumulated distributions have exceeded investments in and our share of net income of the partnerships and joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the consolidated balance sheets. The net equity of certain partnerships and joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization.

As of December 31, 2020, we consolidated 133 wholly-owned properties and 17 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We account for the remaining 84 properties, or the joint venture properties, as well as our investments in Klépierre, HBS Global Properties, or HBS, and TRG, and our retailer investments in Authentic Brands Group LLC, or ABG, Forever 21, J.C. Penney, Rue Gilt Groupe, or RGG, and SPARC Group, formerly known as Aéropostale, using the equity method of accounting, as we have determined we have significant influence over their operations. We manage the day-to-day operations of 57 of the 84 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, South Korea, Mexico, Malaysia, Germany, Canada, Spain, Thailand, and the United Kingdom comprise 23 of the remaining 27 properties. These international properties and TRG are managed by joint ventures in which we share control.

Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests, or preferred units, and are included in net income attributable to noncontrolling interests.  We allocate net operating results of the Operating Partnership after preferred distributions to limited partners and to us based on the partners’ respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributable to limited partners are reflected in net income attributable to noncontrolling interests.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Our weighted average ownership interest in the Operating Partnership was as follows:

For the Year Ended

 

December 31, 

 

    

2020

    

2019

    

2018

Weighted average ownership interest

 

86.9

%  

86.8

%  

86.8

%  

As of December 31, 2020 and 2019, our ownership interest in the Operating Partnership was 87.4% and 86.8%, respectively. We adjust the noncontrolling limited partners’ interest at the end of each period to reflect their interest in the net assets of the Operating Partnership.

Preferred unit requirements in the Operating Partnership’s accompanying consolidated statements of operations and comprehensive income represent distributions on outstanding preferred units and are recorded when declared.    

3. Summary of Significant Accounting Policies

Investment Properties

Investment properties consist of the following as of December 31:

    

2020

    

2019

 

Land

$

3,700,023

$

3,692,056

Buildings and improvements

 

33,908,615

 

33,664,683

Total land, buildings and improvements

 

37,608,638

 

37,356,739

Furniture, fixtures and equipment

 

441,558

 

447,756

Investment properties at cost

 

38,050,196

 

37,804,495

Less — accumulated depreciation

 

14,891,937

 

13,905,776

Investment properties at cost, net

$

23,158,259

$

23,898,719

Construction in progress included above

$

773,061

$

812,982

We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. The amount of interest capitalized during each year is as follows:

For the Year Ended

 

December 31, 

 

    

2020

    

2019

    

2018

Capitalized interest

$

22,917

$

33,342

$

19,871

We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 35 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over seven to ten years.

We review investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances which indicate that the carrying value of investment properties may not be recoverable. These

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

circumstances include, but are not limited to, declines in a property’s operational performance, such as declining cash flows, occupancy or total sales per square foot, the Company’s intent and ability to hold the related asset, and, if applicable, the remaining time to maturity of underlying financing arrangements. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization during the anticipated holding period plus its residual value, and, if applicable, on a probability weighted basis, is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over our estimate of fair value.

We also review our investments, including investments in unconsolidated entities, to identify and evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine the fair value of the investment is less than its carrying value and such impairment is other-than-temporary. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization.

We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income before depreciation and amortization, hold periods, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information, expected probabilities of outcomes, if applicable, and whether an impairment is other-than-temporary. Changes in economic and operating conditions including, changes in the financial condition of our tenants and changes to our intent and ability to hold the related asset, that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.  

During the fourth quarter of 2020, we recorded an impairment charge of $34.4 million related to one consolidated property, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income.  During the third quarter of 2020, we recorded an other-than-temporary impairment charge of $55.2 million, representing our equity method investment balance in three joint venture properties, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income.  

Purchase Accounting

We allocate the purchase price of asset acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the relative fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate:

the relative fair value of land and related improvements and buildings on an as-if-vacant basis,
the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into lease income,
the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and
the value of lease income and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant.

The relative fair value of buildings is depreciated over the estimated remaining life of the acquired building or related improvements. We amortize tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers’ acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions of high credit quality. However, at certain times, such cash and cash equivalents are in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits. See Notes 4 and 8 for disclosures about non-cash investing and financing transactions.

Equity Instruments and Debt Securities

Equity instruments and debt securities consist primarily of equity instruments, our deferred compensation plan investments, the debt securities of our captive insurance subsidiary, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At December 31, 2020 and 2019, we had equity instruments with readily determinable fair values of $41.9 million and $68.2 million, respectively. Changes in the fair value of these equity instruments are recorded in earnings. Non-cash mark-to-market adjustments related to an investment we hold in units of a publicly traded real estate investment trust are included in unrealized losses in fair value of equity instruments in our consolidated statements of operations and comprehensive income. Non-cash mark-to-market adjustments related to other non-real estate securities with readily determinable fair values for the years ended December 31, 2020, 2019, and 2018 were nil, $5.0 million, and nil, respectively, and these losses were recorded in other expense in our consolidated statements of operations and comprehensive income. At December 31, 2020 and 2019, we had equity instruments without readily determinable fair values of $309.3 million and $295.4 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustment in the carrying value was required for the years ended December 31, 2020 and 2019.

Our deferred compensation plan equity instruments are valued based upon quoted market prices.  The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation.  Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.

At December 31, 2020 and 2019, we held debt securities of $40.5 million and $52.8 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary are typically U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than one year to ten years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiary is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment is recorded and a new cost basis is established.

Our captive insurance subsidiary is required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited.

Fair Value Measurements

Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

The equity instruments with readily determinable fair values we held at December 31, 2020 and 2019 were primarily classified as having Level 1 and Level 2 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate swap agreements with an insignificant gross asset balance at December 31, 2020 and $17.5 million at December 31, 2019, and a gross liability balance of $44.6 million and $3.8 million at December 31, 2020 and 2019, respectively.

Note 7 includes a discussion of the fair value of debt measured using Level 2 inputs.  Notes 3 and 4 include discussions of the fair values recorded in purchase accounting using Level 2 and Level 3 inputs.  Level 3 inputs to our purchase accounting and impairment analyses include our estimations of fair value, net operating results of the property, capitalization rates and discount rates.

Gains or losses on Issuances of Stock by Equity Method Investees

When one of our equity method investees issues additional shares to third parties, our percentage ownership interest in the investee may decrease. In the event the issuance price per share is higher or lower than our average carrying amount per share, we recognize a noncash gain or loss on the issuance, when appropriate. This noncash gain or loss is recognized in our net income in the period the change of ownership interest occurs.

Use of Estimates

We prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.

Segment and Geographic Locations

Our primary business is the ownership, development, and management of premier shopping, dining, entertainment and mixed use real estate. We have aggregated our retail operations, including malls, Premium Outlets, The Mills, and our international investments into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same, tenants.  As of December 31, 2020, approximately 6.9% of our consolidated long-lived assets and 2.4% of our consolidated total revenues were derived from assets located outside the United States.  As of December 31, 2019, approximately 6.2% of our consolidated long-lived assets and 2.9% of our consolidated total revenues were derived from assets located outside the United States.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Deferred Costs and Other Assets

Deferred costs and other assets include the following as of December 31:

    

2020

    

2019

 

Deferred lease costs, net

$

169,651

$

209,277

In-place lease intangibles, net

 

3,905

 

31,417

Acquired above market lease intangibles, net

 

31,053

 

44,337

Marketable securities of our captive insurance companies

 

40,496

 

52,760

Goodwill

 

20,098

 

20,098

Other marketable and non-marketable securities

 

351,176

 

363,554

Prepaids, notes receivable and other assets, net

 

465,789

 

492,582

$

1,082,168

$

1,214,025

Deferred Lease Costs

Our deferred leasing costs consist primarily of initial direct costs and, prior to the adoption of ASC 842, capitalized salaries and related benefits, in connection with lease originations. We record amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. Details of these deferred costs as of December 31 are as follows:

    

2020

    

2019

 

Deferred lease costs

$

407,288

$

443,313

Accumulated amortization

 

(237,637)

 

(234,036)

Deferred lease costs, net

$

169,651

$

209,277

Amortization of deferred leasing costs is a component of depreciation and amortization expense. The accompanying consolidated statements of operations and comprehensive income include amortization of deferred leasing costs as follows:

For the Year Ended December 31, 

 

    

2020

    

2019

    

2018

 

Amortization of deferred leasing costs

51,349

57,201

56,646

Intangibles

The average remaining life of in-place lease intangibles is approximately 2.2 years and is being amortized on a straight-line basis and is included with depreciation and amortization in the consolidated statements of operations and comprehensive income. The fair market value of above and below market leases is amortized into lease income over the remaining lease life as a component of reported lease income. The weighted average remaining life of these intangibles is approximately 2.8 years. The unamortized amount of below market leases is included in accounts payable, accrued expenses, intangibles and deferred revenues in the consolidated balance sheets and was $28.7 million and $44.8 million as of December 31, 2020 and 2019, respectively. The amount of amortization of above and below market leases, net, which increased lease income for the years ended December 31, 2020, 2019, and 2018, was $1.3 million, $1.9 million and $1.0 million, respectively. If a lease is terminated prior to the original lease termination, any remaining unamortized intangible is written off to earnings.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Details of intangible assets as of December 31 are as follows:

2020

2019

In-place lease intangibles

$

173,094

$

196,007

Accumulated amortization

(169,189)

(164,590)

In-place lease intangibles, net

$

3,905

$

31,417

2020

2019

Acquired above market lease intangibles

$

186,620

$

252,934

Accumulated amortization

(155,567)

(208,597)

Acquired above market lease intangibles, net

$

31,053

$

44,337

Estimated future amortization and the increasing (decreasing) effect on lease income for our above and below market leases as of December 31, 2020 are as follows:

Below

Above

Impact to

Market

Market

Lease

Leases

Leases

Income, Net

2021

$

8,193

$

(11,001)

$

(2,808)

 

2022

 

5,565

 

(8,012)

 

(2,447)

2023

 

4,224

 

(5,858)

 

(1,634)

2024

 

3,265

 

(3,981)

 

(716)

2025

 

2,322

 

(1,677)

 

645

Thereafter

 

5,122

 

(524)

 

4,598

$

28,691

$

(31,053)

$

(2,362)

Derivative Financial Instruments

We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract.  We have no credit-risk-related hedging or derivative activities.

As of December 31, 2020 and 2019, we had no outstanding interest rate derivatives. We generally do not apply hedge accounting to interest rate caps, which had an insignificant value as of December 31, 2020 and 2019, respectively.

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt.

We may enter into treasury lock agreements as part of an anticipated debt issuance. Upon completion of the debt issuance, the fair value of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

The unamortized gain on our treasury locks and terminated hedges recorded in accumulated other comprehensive income was $8.7 million and $10.6 million as of December 31, 2020 and 2019, respectively. Within the next year, we expect to reclassify to earnings approximately $1.0 million of gains related to terminated interest rate swaps from the current balance held in accumulated other comprehensive income (loss).

We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposers, with gains and losses on the derivative contracts hedging these exposers. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro.   We use currency forward contracts, cross currency swap contracts, and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments.  Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

We had the following Euro:USD forward contracts designated as net investment hedges at December 31, 2020 and 2019 (in millions):

    

    

Asset (Liability) Value as of

December 31, 

    

December 31, 

Notional Value

Maturity Date

2020

2019

50.0

March 20, 2020

 

(0.5)

50.0

March 20, 2020

 

(0.5)

50.0

March 20, 2020

 

(0.5)

50.0

May 15, 2020

 

1.5

100.0

June 18, 2020

 

(0.6)

90.0

June 18, 2020

 

(0.5)

100.0

December 18, 2020

(0.6)

100.0

December 18, 2020

(0.6)

100.0

March 24, 2021

(3.9)

100.0

March 24, 2021

(3.8)

50.0

March 24, 2021

(2.3)

50.0

March 24, 2021

(2.2)

50.0

May 14, 2021

(2.2)

50.0

May 14, 2021

(2.2)

41.0

May 14, 2021

(1.9)

20.0

May 14, 2021

(1.7)

50.0

May 14, 2021

(2.1)

1.3

50.0

May 14, 2021

(6.4)

30.0

May 14, 2021

(2.6)

 

60.0

December 20, 2021

(4.2)

 

60.0

December 20, 2021

(4.1)

 

30.0

December 20, 2021

(2.2)

 

50.0

July 15, 2021

(0.1)

 

50.0

July 15, 2021

(0.1)

 

50.0

July 15, 2021

(0.1)

 

50.0

July 15, 2021

50.0

July 15, 2021

61.0

September 17, 2021

(1.3)

 

61.0

September 17, 2021

(1.2)

 

Asset balances in the above table are included in deferred costs and other assets. Liability balances in the above table are included in other liabilities.

We used a Euro-denominated cross-currency swap agreement to manage our exposure to changes in foreign exchange rates by swapping $150.0 million of 4.38% fixed rate U.S. dollar-denominated debt to 1.37% fixed rate Euro-denominated debt of €121.6 million. The cross-currency swap matured on December 1, 2020. The fair value of our cross-currency swap agreement on the settlement date was $4.1 million and at December 31, 2019 was $14.7 million, and is included in deferred costs and other assets.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

We have designated the currency forward contracts and cross-currency swaps as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro or Yen-denominated joint venture investment.

The total accumulated other comprehensive income (loss) related to Simon’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was ($53.2) million and $41.2 million as of December 31, 2020 and 2019, respectively. The total accumulated other comprehensive income (loss) related to the Operating Partnership’s derivative activities, including our share of the other comprehensive income from unconsolidated entities, was ($60.9) million and $47.5 million as of December 31, 2020 and 2019, respectively.

Noncontrolling Interests

Simon

Details of the carrying amount of our noncontrolling interests are as follows as of December 31:

$(

 

    

 

 

2020

    

2019

Limited partners’ interests in the Operating Partnership

$

431,784

$

378,339

Nonredeemable noncontrolling interests in properties, net

 

1,090

 

6,513

Total noncontrolling interests reflected in equity

$

432,874

$

384,852

Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties, limited partners’ interests in the Operating Partnership, and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders.

The Operating Partnership

Our evaluation of the appropriateness of classifying the Operating Partnership’s common units of partnership interest, or units, held by Simon and the Operating Partnership's limited partners within permanent equity considered several significant factors. First, as a limited partnership, all decisions relating to the Operating Partnership’s operations and distributions are made by Simon, acting as the Operating Partnership’s sole general partner. The decisions of the general partner are made by Simon's Board of Directors or management. The Operating Partnership has no other governance structure. Secondly, the sole asset of Simon is its interest in the Operating Partnership. As a result, a share of common stock of Simon, or common stock, if owned by the Operating Partnership, is best characterized as being similar to a treasury share and thus not an asset of the Operating Partnership.

Limited partners of the Operating Partnership have the right under the Operating Partnership’s partnership agreement to exchange their units for shares of common stock or cash, as selected by Simon as the sole general partner. Accordingly, we classify units held by limited partners in permanent equity because Simon may elect to issue shares of common stock to limited partners exercising their exchange rights rather than using cash. Under the Operating Partnership’s partnership agreement, the Operating Partnership is required to redeem units held by Simon only when Simon has repurchased shares of common stock. We classify units held by Simon in permanent equity because the decision to redeem those units would be made by Simon.

Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Accumulated Other Comprehensive Income (Loss)

Simon

The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($136.2) million, ($160.4) million and ($158.9) million as of December 31, 2020, 2019 and 2018, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of December 31:

2020

2019

2018

Affected line item where net income is presented

Currency translation adjustments

$

(1,739)

$

$

Other income

219

Net income attributable to noncontrolling interests

$

(1,520)

$

Accumulated derivative gains (losses), net

$

1,845

 

$

(2,782)

 

$

(7,020)

 

Interest expense

(10,852)

Loss on extinguishment of debt

 

(232)

 

 

1,802

 

 

923

 

Net income attributable to noncontrolling interests

$

1,613

$

(11,832)

$

(6,097)

The Operating Partnership

The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($155.8) million, ($184.8) million and ($183.0) million as of December 31, 2020, 2019 and 2018, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of December 31:

2020

2019

2018

Affected line item where net income is presented

Currency translation adjustments

$

(1,739)

 

$

 

$

Other income

Accumulated derivative gains (losses), net

$

1,845

 

$

(2,782)

 

$

(7,020)

Interest expense

(10,852)

Loss on extinguishment of debt

$

1,845

$

(13,634)

$

(7,020)

Revenue Recognition

We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Substantially all of our retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. We recognize this variable lease consideration only when each tenant’s sales exceed the applicable sales threshold. We amortize any tenant inducements as a reduction of lease income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

We structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating expenses, including common area maintenance, or CAM, real estate taxes and insurance.  Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation or otherwise. For substantially all of our leases in the U.S. mall portfolio, we receive a fixed payment from the tenant for the CAM component which is recognized as lease income on a straight-line basis over the term of the lease beginning with the adoption of ASC 842. When not reimbursed by the fixed CAM component, CAM expense reimbursements are based on the tenant’s proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue all variable reimbursements from tenants for recoverable portions of all of these expenses as variable lease consideration in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our advertising and promotional costs are expensed as incurred.  Provisions for credit losses that are not probable of collection are recognized as a reduction of lease income.  

In April 2020, the FASB staff released guidance focused on treatment of concessions related to the effects of COVID-19 on the application of lease modification guidance in Accounting Standards Codification (ASC) 842, “Leases.” The guidance provides a practical expedient to forgo the associated reassessments required by ASC 842 when changes to a lease result in similar or lower future consideration.  We have elected to generally account for rent abatements as negative variable lease consideration in the period granted, or in the period we determine we expect to grant an abatement. Further abatements granted in the future will reduce lease income in the period we grant, or determine we expect to grant, an abatement.

We have agreed to deferral or abatement arrangements with a number of our tenants as a result of the COVID-19 pandemic. Discussions with our tenants are ongoing and may result in further rent deferrals, lease amendments, abatements and/or lease terminations, as we deem appropriate on a case-by-case basis based on each tenant's unique financial and operating situation. In addition, uncollected rent due from certain of our tenants is subject to ongoing litigation, the outcome of which may affect our ability to collect in full the associated outstanding receivable balances.

In connection with rent deferrals or other accruals of unpaid rent payments, if we determine that rent payments are probable of collection, we will continue to recognize lease income on a straight-line basis over the lease term along with associated tenant receivables. However, if we determine that such deferred rent payments or other accrued but unpaid rent payments are not probable of collection, lease income will be recorded on the cash basis, with the corresponding tenant receivable and deferred rent receivable balances charged as a direct write-off against lease income in the period of the change in our collectability determination.  Additionally, our assessment of collectability incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and other matters, and our communications and negotiations with the tenant.

When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances. Our ongoing assessment incorporates, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumptions by the tenant in bankruptcy proceedings of leases at the Company’s properties on substantially similar terms.  Refer to note 9 for further disclosure of lease income.  

Management Fees and Other Revenues

Management fees and other revenues are generally received from our unconsolidated joint venture properties as well as third parties. Management fee revenue is earned based on a contractual percentage of joint venture property revenue. Development fee revenue is earned on a contractual percentage of hard costs to develop a property. Leasing fee revenue is earned on a contractual per square foot charge based on the square footage of current year leasing activity. We recognize revenue for these services provided when earned based on the performance criteria.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Revenues from insurance premiums charged to unconsolidated properties are recognized on a pro-rata basis over the terms of the policies. Insurance losses on these policies and our self-insurance for our consolidated properties are reflected in property operating expenses in the accompanying consolidated statements of operations and comprehensive income and include estimates for losses incurred but not reported as well as losses pending settlement. Estimates for losses are based on evaluations by third-party actuaries and management’s estimates. Total insurance reserves for our insurance subsidiaries and other self-insurance programs as of December 31, 2020 and 2019 approximated $71.6 million and $74.5 million, respectively, and are included in other liabilities in the consolidated balance sheets. Information related to the securities included in the investment portfolio of our captive insurance subsidiary is included within the “Equity Instruments and Debt Securities” section above.

Income Taxes

Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the entity to distribute at least 90% of REIT taxable income to its owners and meet certain other asset and income tests as well as other requirements. We intend to continue to adhere to these requirements and maintain Simon’s REIT status and that of the REIT subsidiaries. As REITs, these entities will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Thus, we made no provision for U.S. federal income taxes for these entities in the accompanying consolidated financial statements. If Simon or any of the REIT subsidiaries fail to qualify as a REIT, and if available relief provisions do not apply, Simon or that entity will be subject to tax at regular corporate rates for the years in which it failed to qualify. If Simon or any of the REIT subsidiaries loses its REIT status it could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost unless the failure to qualify was due to reasonable cause and certain other conditions were satisfied.

We have also elected taxable REIT subsidiary, or TRS, status for some of our subsidiaries. This enables us to provide services that would otherwise be considered impermissible for REITs and participate in activities that do not qualify as “rents from real property”. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if we believe all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income.

As a partnership, the allocated share of the Operating Partnership’s income or loss for each year is included in the income tax returns of the partners; accordingly, no accounting for income taxes is required in the accompanying consolidated financial statements other than as discussed above for our TRSs.

As of December 31, 2020 and 2019, we had net deferred tax liabilities of $251.1 million and $257.7 million, respectively, which primarily relate to the temporary differences between the carrying value of balance sheet assets and liabilities and their tax bases. These differences were primarily created through the consolidation of various European assets in 2016. Additionally, we have deferred tax liabilities related to our TRSs, consisting of operating losses and other carryforwards for U.S. federal income tax purposes as well as the timing of the deductibility of losses or reserves from insurance subsidiaries, though these amounts are not material to the financial statements. The net deferred tax liability is included in other liabilities in the accompanying consolidated balance sheets.  

We are also subject to certain other taxes, including state and local taxes, franchise taxes, as well as income-based and withholding taxes on dividends from certain of our international investments, which are included in income and other taxes in the consolidated statements of operations and comprehensive income.  

Corporate Expenses

Home and regional office costs primarily include compensation and personnel related costs, travel, building and

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

office costs, and other expenses for our corporate home office and regional offices.  General and administrative expense primarily includes executive compensation, benefits and travel expenses as well as costs of being a public company, including certain legal costs, audit fees, regulatory fees, and certain other professional fees.

New Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. This standard was effective for us as of January 1, 2020. There was no impact on our consolidated financial statements at adoption.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform,” which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, 2022. We are currently evaluating the impact that the expected market transition from LIBOR to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04.

4. Real Estate Acquisitions and Dispositions

We acquire interests in properties to generate both current income and long-term appreciation in value. We acquire interests in individual properties or portfolios of real estate companies that meet our investment criteria and sell properties which no longer meet our strategic criteria. Unless otherwise noted below, gains and losses on these transactions are included in gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We capitalize asset acquisition costs and expense costs related to business combinations, as well as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during 2020, 2019, and 2018.

Our acquisition and disposition activity for the periods presented are as follows:

2019 Acquisitions

On September 19, 2019, we acquired the remaining 50% interest in a hotel adjacent to one of our properties for cash consideration of $12.8 million. As of closing, the property was subject to a $21.5 million, 4.02% variable rate mortgage. We accounted for this transaction as an asset acquisition and substantially all our investment relates to investment property.

2018 Acquisitions

On September 25, 2018, we acquired the remaining 50% interest in The Outlets at Orange from our joint venture partner. The Operating Partnership issued 475,183 units, or approximately $84.1 million, as consideration for the acquisition. The property is subject to a $215.0 million 4.22% fixed rate mortgage loan.  We accounted for this transaction as an asset acquisition and substantially all of our investment has been determined to relate to investment property.

2020 Dispositions

On October 1, 2020, we disposed of our interest in one consolidated retail property. A portion of the gross proceeds on this transaction of $33.4 million was used to partially repay a cross-collateralized mortgage. Our share of the $12.3

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

million gain is included in (loss) gain on sale or disposed of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statement of operation and comprehensive income.

2019 Dispositions

During 2019, we disposed of our interests in one multi-family residential investment. Our share of the gross proceeds on this transaction was $17.9 million. Our share of the gain of $16.2 million is included in other income in the accompanying consolidated statement of operation and comprehensive income. We also recorded net gains of $62.1 million, primarily related to Klépierre’s disposition of its interests in certain shopping centers, as discussed in Note 6 to the consolidated financial statements.

2018 Dispositions

During 2018, we recorded net gains of $288.8 million primarily related to disposition activity which included the foreclosure of two consolidated retail properties in satisfaction of their $200.0 million and $80.0 million non-recourse mortgage loans and, as discussed in Note 6, our interest in the German department store properties owned through our investment in HBS was sold during the fourth quarter of 2018. Also, as discussed further in Note 6, Klépierre disposed of its interests in certain shopping centers during 2018, resulting in a gain of which our share was $20.2 million.

5. Per Share and Per Unit Data

We determine basic earnings per share and basic earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share and diluted earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding combined with the incremental weighted average number of shares or units, as applicable, that would have been outstanding assuming all potentially dilutive securities were converted into shares of common stock or units, as applicable, at the earliest date possible. The following tables set forth the computation of basic and diluted earnings per share and basic and diluted earnings per unit.

Simon

For the Year Ended December 31, 

 

 

2020

2019

2018

 

Net Income attributable to Common Stockholders — Basic and Diluted

 

$

1,109,227

    

$

2,098,247

    

$

2,436,721

Weighted Average Shares Outstanding — Basic and Diluted

 

308,737,625

 

307,950,112

 

309,627,178

For the year ended December 31, 2020, potentially dilutive securities include units that are exchangeable for common stock and long-term incentive performance units, or LTIP units, granted under our long-term incentive performance programs that are convertible into units and exchangeable for common stock. No securities had a material dilutive effect for the years ended December 31, 2020, 2019, and 2018. We have not adjusted net income attributable to common stockholders and weighted average shares outstanding for income allocable to limited partners or units, respectively, as doing so would have no dilutive impact. We accrue dividends when they are declared. On December 15, 2020, Simon’s Board of Directors declared a quarterly cash dividend for the fourth quarter of 2020 of $1.30 per share, payable on January 22, 2021 to shareholders of record on December 24, 2020. At December 31, 2020, we accrued the fourth quarter dividend of $486.9 million, recorded in dividends payable in the accompanying consolidated balance sheet, which was paid in cash on January 22, 2021.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

The Operating Partnership

For the Year Ended December 31, 

 

2020

2019

2018

Net Income attributable to Unitholders — Basic and Diluted

 

$

1,276,450

    

$

2,416,945

    

$

2,805,764

Weighted Average Units Outstanding — Basic and Diluted

 

355,281,882

 

354,724,019

 

356,520,452

For the year ended December 31, 2020, potentially dilutive securities include LTIP units. No securities had a material dilutive effect for the years ended December 31, 2020, 2019, and 2018. We accrue distributions when they are declared. On December 15, 2020, Simon’s Board of Directors declared a quarterly cash distribution for the fourth quarter of 2020 of $1.30 per unit, payable on January 22, 2021 to unitholders of record on December 24, 2020. At December 31, 2020, we accrued the fourth quarter distribution of $486.9 million, recorded in distributions payable in the accompanying consolidated balance sheet, which was paid in cash on January 22, 2021.

The taxable nature of the dividends declared and Operating Partnership distributions declared for each of the years ended as indicated is summarized as follows:

For the Year Ended December 31, 

 

    

2020

    

2019

    

2018

 

Total dividends/distributions paid per common share/unit

    

$

6.00

    

$

8.30

    

$

7.90

Percent taxable as ordinary income

 

97.40

%  

 

100.00

%  

 

96.20

%

Percent taxable as long-term capital gains

 

2.60

%  

 

0.00

%  

 

3.80

%

 

100.00

%  

 

100.00

%  

 

100.00

%

6. Investments in Unconsolidated Entities and International Investments

Real Estate Joint Ventures and Investments

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties and diversify our risk in a particular property or portfolio of properties.  As discussed in Note 2, we held joint venture interests in 84 properties as of December 31, 2020 and 82 properties as of December 31, 2019.

Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner.

We may provide financing to joint ventures primarily in the form of interest bearing construction loans. As of December 31, 2020 and 2019, we had construction loans and other advances to these related parties totaling $88.4 million and $78.4 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets.

Unconsolidated Entity Transactions

On December 29, 2020, we completed the acquisition of an 80% noncontrolling ownership interest in TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Under the terms of the transaction, we, through the Operating Partnership, acquired all of Taubman Centers, Inc., or Taubman, common stock for $43.00 per share

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

in cash. Total consideration for the acquisition, including the redemption of Taubman’s $192.5 million 6.5% Series J Cumulative Preferred Shares and its $170.0 million 6.25% Series K Cumulative Preferred Shares, and the issuance of 955,705 Operating Partnership units, was approximately $3.5 billion.  Our investment includes the 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us.  The purchase price allocations are preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition.  Substantially all of our investment has preliminarily been determined to relate to investment property based on estimated fair values at the acquisition date.

On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our non-controlling interest in the venture is 41.67% and was acquired for cash consideration of $125.0 million. The purchase price allocations are preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition.

In the third quarter of 2020, we recorded an other-than-temporary impairment charge of $55.2 million, representing our equity method investment balance in three joint venture properties, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income.

On February 19, 2020, we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interest was acquired through two separate joint ventures, a licensing venture and an operating venture. Our noncontrolling interest in each of the retail operations venture and in the licensing venture is 37.5%. Our aggregate investment in the ventures was $67.6 million. In connection with the acquisition of our interest, the Forever 21 joint venture recorded a non-cash bargain purchase gain in the second quarter of which our share of $35.0 million pre-tax is included in income from unconsolidated entities in the consolidated statement of operations and comprehensive income.

On October 16, 2019, we contributed approximately $276.8 million consisting of cash and the Shop Premium Outlets, or SPO, assets for a 45% noncontrolling interest in RGG to create a new multi-platform venture dedicated to digital value shopping.  We attributed substantially all of our investment to goodwill and certain amortizing and non-amortizing intangibles.

On September 19, 2019, as discussed in note 4, we acquired the remaining 50% interest in a hotel adjacent to one of our properties from our joint venture partner. As a result of this acquisition, we now own 100% of this property.

During the first quarter of 2019, we disposed of our interests in a multi-family residential investment. Our share of the gross proceeds was $17.9 million. The gain of $16.2 million is included in other income in the accompanying consolidated statement of operations and comprehensive income.

On September 25, 2018, as discussed in Note 4, we acquired the remaining 50% interest in The Outlets at Orange from our joint venture partner.  The Operating Partnership issued 475,183 units at a price of $176.99 to acquire this remaining interest.  As a result of this acquisition, we now own 100% of this property.

As of December 31, 2020 and 2019, we had an 11.7%legal noncontrolling equity interest in HBS, a joint venture we formed with Hudson’s Bay Company. In the third quarter of 2020, we recorded an other-than-temporary impairment charge of $36.1 million, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income, to reduce our investment in HBS to its estimated fair value. In the fourth quarter of 2019, we recorded an impairment charge of $47.2 million to reduce our investment in HBS to its estimated fair value. During the fourth quarter of 2018, our interest in the German department store properties was sold to Hudson’s Bay Company and SIGNA Retail Holdings resulting in a gain of $91.1 million. These amounts are included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the consolidated statements of operations and comprehensive income.    

On June 7, 2018, Aventura Mall, a property in which we own a noncontrolling 33.3% interest, refinanced its $1.2 billion mortgage loan and its $200.8 million construction loan with a $1.75 billion mortgage loan at a fixed interest rate of 4.12% that matures on July 1, 2028.  An early repayment charge of $30.9 million was incurred at the property, which along with the write-off of deferred debt issuance costs of $6.5 million, is included in interest expense in the accompanying

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

combined joint venture statements of operations.  Our $12.5 million share of the charge associated with the repayment is included in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income.  Excess proceeds from the financing were distributed to the venture partners.

In May 2017, Colorado Mills, a property in which we have a noncontrolling 37.5% interest, sustained significant hail damage.  During the second quarter of 2017, the property recorded an impairment charge of approximately $32.5 million based on the net carrying value of the assets damaged, which was fully offset by anticipated insurance recoveries.  For the year ended December 31, 2020, the property had received business interruption insurance proceeds and also property damage proceeds of $1.1 million. For the year ended December 31, 2019, the property had received business interruption proceeds and also property damage proceeds of $67.9 million, which resulted in the property recording a $3.0 million gain in 2019. For the year ended December 31, 2018, the property had received business interruption proceeds and also property damage proceeds of $65.9 million, which resulted in the property recording a $33.4 million gain in 2018.  For the periods ended December 31, 2019 and 2018, respectively, our $1.1 million and $12.5 million share of the gain is reflected within the (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

In 2016, we and a group of co-investors acquired certain assets and liabilities of Aéropostale, a retailer of apparel and accessories, out of bankruptcy and subsequently renamed SPARC Group.  The interests were acquired through two separate joint ventures, a licensing venture and an operating venture.  In April 2018, we contributed our entire interest in the licensing venture in exchange for additional interests in ABG, a brand development, marketing, and entertainment company.  As a result, we recognized a $35.6 million non-cash gain representing the increase in value of our previously held interest in the licensing venture, which is included in other income in the accompanying consolidated statements of operations and comprehensive income. In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group and ABG, respectively, for $6.7 million and $33.5 million, respectively. During the third quarter of 2020, SPARC acquired certain assets and operations of Brooks Brothers and Lucky Brands out of bankruptcy. At December 31, 2020, our noncontrolling equity method interests in the operations venture of SPARC Group and in ABG were 50.0% and 6.8%, respectively.

International Investments

We conduct our international operations primarily through joint venture arrangements and account for the majority of these international joint venture investments using the equity method of accounting.

European Investments  

At December 31, 2020, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $22.55 per share, which is below our carrying value. We have evaluated this investment and believe that the impairment is not other-than-temporary. Our share of net income, net of amortization of our excess investment, was $26.5 million, $145.2 million and $98.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. Based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP, Klépierre’s total assets, total liabilities, and noncontrolling interests were $20.9 billion, $14.4 billion, and $1.4 billion, respectively, as of December 31, 2020 and $19.6 billion, $12.9 billion, and $1.3 billion, respectively, as of December 31, 2019. Klépierre’s total revenues, operating income before other items and consolidated net income were approximately $1.3 billion, $327.3 million and $211.2 million, respectively, for the year ended December 31, 2020, $1.5 billion, $626.3 million and $655.5 million, respectively, for the year ended December 31, 2019, and $1.6 billion, $670.4 million and $693.0 million, respectively, for the year ended December 31, 2018.

During the year ended December 31, 2020, we recorded a $4.3 million net loss related to the impairment and disposition of certain assets of Klépierre. During the years ended December 31, 2019 and 2018, Klépierre completed the disposal of its interests in certain shopping centers and we recorded gains of $58.6 million and $20.2 million, respectively. These transactions are included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

We have an interest in a European investee that had interests in ten Designer Outlet properties as of December 31, 2020 and nine Designer Outlet properties as of December 31, 2019 and 2018, respectively, in each case, six of which are consolidated by us. As of December 31, 2020, our legal percentage ownership interests in these properties ranged from 45% to 94%. Due to certain redemption rights held by our venture partner, which will require us to purchase their interests under certain circumstances, the noncontrolling interest is presented (i) in the accompanying Simon consolidated balance sheets outside of equity in limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties and (ii) in the accompanying Operating Partnership consolidated balance sheets within preferred units, various series, at liquidation value, and noncontrolling redeemable interests in properties.

In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties.

We also have minority interests in Value Retail PLC and affiliated entities, which own or have interests in and operate nine luxury outlets located throughout Europe and we also have a direct minority ownership in three of those outlets. At December 31, 2020 and 2019, the carrying value of these equity instruments without readily determinable fair values was $140.8 million and is included in deferred costs and other assets.

Asian Joint Ventures  

We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40%noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $216.8 million and $212.1 million as of December 31, 2020 and 2019, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $184.7 million and $173.9 million as of December 31, 2020 and 2019, respectively, including all related components of accumulated other comprehensive income (loss).

Summary Financial Information

A summary of the combined balance sheets and statements of operations of our equity method investments and share of income from such investments, excluding our investments in HBS, Klépierre, and TRG as well as our retailer investments in ABG, Forever 21, J.C. Penney, RGG and SPARC Group, follows.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

COMBINED BALANCE SHEETS

    

December 31, 

    

December 31, 

 

2020

2019

 

Assets:

Investment properties, at cost

$

20,079,476

$

19,525,665

Less - accumulated depreciation

 

8,003,863

 

7,407,627

 

12,075,613

 

12,118,038

Cash and cash equivalents

 

1,169,422

 

1,015,864

Tenant receivables and accrued revenue, net

 

749,231

 

510,157

Right-of-use assets, net

185,598

185,302

Deferred costs and other assets

 

380,087

 

384,663

Total assets

$

14,559,951

$

14,214,024

Liabilities and Partners’ Deficit:

Mortgages

$

15,569,485

$

15,391,781

Accounts payable, accrued expenses, intangibles, and deferred revenue

 

969,242

 

977,112

Lease liabilities

188,863

186,594

Other liabilities

 

426,321

 

338,412

Total liabilities

 

17,153,911

 

16,893,899

Preferred units

 

67,450

 

67,450

Partners’ deficit

 

(2,661,410)

 

(2,747,325)

Total liabilities and partners’ deficit

$

14,559,951

$

14,214,024

Our Share of:

Partners’ deficit

$

(1,130,713)

$

(1,196,926)

Add: Excess Investment

 

1,399,757

 

1,525,903

Our net Investment in unconsolidated entities, at equity

$

269,044

$

328,977

“Excess Investment” represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and has been determined to relate to the fair value of the investment properties, intangible assets, including goodwill, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of assets acquired, typically no greater than 40 years, the terms of the applicable leases, the estimated useful lives of the finite lived intangibles, and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

As of December 31, 2020, scheduled principal repayments on these joint venture properties’ mortgage indebtedness, assuming the obligations remain outstanding through the initial maturities, are as follows:

2021

$

2,435,875

2022

 

2,039,830

2023

 

1,393,115

2024

 

2,407,930

2025

 

1,771,762

Thereafter

 

5,551,458

Total principal maturities

 

15,599,970

Debt issuance costs

(30,485)

Total mortgages

$

15,569,485

This debt becomes due in installments over various terms extending through 2035 with interest rates ranging from 0.16% to 9.98% and a weighted average interest rate of 3.79% at December 31, 2020.

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(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

COMBINED STATEMENTS OF OPERATIONS

 

December 31, 

 

2020

    

2019

    

2018

 

REVENUE:

    

    

    

    

    

Lease income

$

2,544,134

$

3,088,594

$

3,045,668

Other income

 

300,634

 

322,398

 

326,575

Total revenue

 

2,844,768

 

3,410,992

 

3,372,243

OPERATING EXPENSES:

Property operating

 

519,979

 

587,062

 

590,921

Depreciation and amortization

 

692,424

 

681,764

 

652,968

Real estate taxes

 

262,351

 

266,013

 

259,567

Repairs and maintenance

 

68,722

 

85,430

 

87,408

Advertising and promotion

 

67,434

 

89,660

 

87,349

Other

 

163,710

 

196,178

 

187,292

Total operating expenses

 

1,774,620

 

1,906,107

 

1,865,505

Operating Income Before Other Items

 

1,070,148

 

1,504,885

 

1,506,738

Interest expense

 

(616,332)

 

(636,988)

 

(663,693)

Gain on sale or disposal of assets and interests in unconsolidated entities, net

24,609

33,367

Net Income

$

453,816

$

892,506

$

876,412

Third-Party Investors’ Share of Net Income

$

226,364

$

460,696

$

436,767

Our Share of Net Income

$

227,452

$

431,810

$

439,645

Amortization of Excess Investment

 

(82,097)

 

(83,556)

 

(85,252)

Our Share of Gain on Sale or Disposal of Assets and Interests in Other Income in the Consolidated Financial Statements

(9,156)

Our Share of Gain on Sale or Disposal of, or Recovery on, Assets and Interests in Unconsolidated Entities, net

 

 

(1,133)

 

(12,513)

Income from Unconsolidated Entities

$

145,355

$

337,965

$

341,880

Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in HBS, Klépierre, and TRG as well as our retailer investments in ABG, Forever 21,  J.C. Penney, RGG, and SPARC Group, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income.  Unless otherwise noted, our share of the gain (loss) on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net is reflected within gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

7. Indebtedness

Our mortgages and unsecured indebtedness, excluding the impact of derivative instruments, consist of the following as of December 31:

    

2020

    

2019

 

Fixed-Rate Debt:

Mortgage notes, including $3,348 and $6,775 of net premiums and $15,237 and $15,195 of debt issuance costs, respectively. Weighted average interest and maturity of 3.84% and 4.1 years at December 31, 2020.

$

5,803,718

$

6,156,595

Unsecured notes, including $22,470 and $54,976 of net discounts and $74,622 and $70,297 of debt issuance costs, respectively. Weighted average interest and maturity of 2.98% and 7.3 years at December 31, 2020.

 

16,985,990

 

15,747,267

Commercial Paper (see below)

623,020

1,327,050

Total Fixed-Rate Debt

 

23,412,728

 

23,230,912

Variable-Rate Debt:

Mortgages notes, including $7,102 and $4,721 of debt issuance costs, respectively. Weighted average interest and maturity of 2.19% and 2.3 years at December 31, 2020.

 

1,137,034

 

751,130

Credit Facilities (see below), including $16,171 and $11,067 of debt issuance costs, respectively, at December 31, 2020.

 

2,108,829

 

113,933

Total Variable-Rate Debt

 

3,245,863

 

865,063

Other Debt Obligations

 

64,770

 

67,255

Total Mortgages and Unsecured Indebtedness

$

26,723,361

$

24,163,230

General.  Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of December 31, 2020, we were in compliance with all covenants of our unsecured debt.

At December 31, 2020, our consolidated subsidiaries were the borrowers under 46 non-recourse mortgage notes secured by mortgages on 49 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At December 31, 2020, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.

Unsecured Debt

At December 31, 2020, our unsecured debt consisted of $17.1 billion of senior unsecured notes of the Operating Partnership, $125.0 million outstanding under the Operating Partnership’s $4.0 billion unsecured revolving credit facility, or Credit Facility, $2.0 billion outstanding under the $2.0 billion delayed-draw term loan facility, or Term Facility, and $623.0 million outstanding under the Operating Partnership’s global unsecured commercial paper program, or Commercial Paper program.  

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

On March 16, 2020, the Operating Partnership replaced in its entirety its existing $4.0 billion unsecured revolving credit facility by entering into an unsecured credit facility comprised of (i) an amendment and extension of the Credit Facility and (ii) the Term Facility, or together with the Credit Facility and the Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility, the Facilities. The Credit Facility and the Term Facility can be increased in the form of either additional commitments under the Credit Facility or incremental term loans under the Term Facility in an aggregate amount for all such increases not to exceed $1.0 billion, for a total aggregate size of $7.0 billion, in each case, subject to  obtaining additional lender commitments and satisfying certain customary conditions precedent.  Borrowings may be denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 95% of the maximum revolving credit amount, as defined. The initial maturity date of the Term Facility and Credit Facility are June 30, 2022 and June 30, 2024, respectively. Each of the Term Facility and Credit Facility can be extended for two additional six-month periods to June 30, 2023 and June 30, 2025, respectively, at our sole option, subject to satisfying certain customary conditions precedent. The Term Facility was available via a single draw during the nine-month period following March 16, 2020, which the Operating Partnership drew on December 15, 2020.

Borrowings under the Credit Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.65% and 1.40% or (ii) the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% or LIBOR plus 1.00%) (the “Base Rate”), plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.000% and 0.40%. The Credit Facility includes a facility fee determined by the Operating Partnership’s corporate credit rating of between 0.10% and 0.30% on the aggregate revolving commitments under the Credit Facility. The Credit Facility contains a money market competitive bid option program that allows the Operating Partnership to hold auctions to achieve lower pricing for short-term borrowings. Borrowings under the Term Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined based on the Operating Partnership’s corporate credit rating of between 0.725% and 1.60% or (ii) the base rate (equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% or LIBOR plus 1.00%) plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.00% and 0.60%.  The Term Facility includes a ticking fee equal to 0.10% of the unused term loan commitment under the Term Facility, which ticking fee shall commence accruing on the date that is forty-five days after the closing of the Term Facility.

The Supplemental Facility’s initial borrowing capacity of $3.5 billion may be increased to $4.5 billion during its term and provides for borrowings denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars. The initial maturity date of the Supplemental Facility was extended to 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.

On December 31, 2020, we had an aggregate available borrowing capacity of $6.7 billion under the Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2020 was $3.9 billion and the weighted average outstanding balance was $1.8 billion. Letters of credit of $12.3 million were outstanding under the Facilities as of December 31, 2020.

The Operating Partnership also has available a Commercial Paper program of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes will be sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership's other unsecured senior indebtedness.  The Commercial Paper program is supported by the Credit Facility and the Supplemental Facility, or together the Credit Facilities, and if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On December 31, 2020, we had $623.0 million outstanding under the Commercial Paper program, fully comprised of U.S. dollar denominated notes with a weighted average interest rate of 0.29%.  These borrowings have a weighted average maturity date of February 19, 2021 and reduce amounts otherwise available under the Credit Facilities.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

On July 9, 2020, the Operating Partnership completed the issuance of the following senior unsecured notes: $500.0 million with a fixed interest rate of 3.50%, $750 million with a fixed interest rate of 2.650%, and $750 million with a fixed interest rate of 3.80%, with maturity dates of September 2025 (the “2025” Notes”), June 2030, and June 2050, respectively. The 2025 Notes were issued as additional notes under an indenture pursuant to which the Operating Partnership previously issued $600 million principal amount of 3.50% senior notes due September 2025 on August 17, 2015. Proceeds from the unsecured notes offering funded the optional redemption at par of senior unsecured notes in July and August 2020, as discussed below, and repaid a portion of the indebtedness under the Facilities.

On July 10, 2020 the Operating Partnership repaid $1.75 billion under the Credit Facility and $750.0 million under the Supplemental Facility.

On July 22, 2020, the Operating Partnership completed the optional redemption at par of its $500 million 2.50% notes due September 1, 2020.

On August 6, 2020 the Operating Partnership completed the optional redemption at par of its €375 million 2.375% notes due October 2, 2020.

On January 21, 2021 the Operating Partnership completed the issuance of the following senior unsecured notes: $800 million with a fixed interest rate of 1.750%, and $700 million with a fixed interest rate of 2.20%, with maturity dates of January 2028 and 2031, respectively.

On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount. Further, on February 2, 2021 the Operating Partnership repaid $750 million under the Term Facility.

On October 7, 2019 the Operating Partnership completed the early redemption of its $900 million 4.375% notes due March 1, 2021, $700 million 4.125% notes due December 1, 2021, $600 million 3.375% notes due March 15, 2022 and €375 million of the €750 million 2.375% notes due October 2, 2020. We recorded a $116.3 million loss on extinguishment of debt in the fourth quarter of 2019 as a result of the early redemption.

Mortgage Debt

Total mortgage indebtedness was $7.0 billion and $6.9 billion at December 31, 2020 and 2019, respectively.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Debt Maturity and Other

Our scheduled principal repayments on indebtedness as of December 31, 2020, assuming the obligations remain outstanding through the initial maturities, are as follows:

2021

$

2,322,729

(1)

2022

 

2,837,586

2023

 

3,827,278

2024

 

2,929,639

2025

 

3,105,056

Thereafter

 

11,768,557

Total principal maturities

 

26,790,845

Net unamortized debt premium

 

35,077

Net unamortized debt discount

(54,199)

Debt issuance costs, net

 

(113,132)

Other Debt Obligations

64,770

Total mortgages and unsecured indebtedness

$

26,723,361

(1)

Includes $623.0 million in Global Commercial Paper.

Our cash paid for interest in each period, net of any amounts capitalized, was as follows:

For the Year Ended December 31, 

 

    

2020

    

2019

    

2018

 

Cash paid for interest

$

754,306

$

803,728

$

811,971

Debt Issuance Costs

Our debt issuance costs consist primarily of financing fees we incurred in order to obtain long-term financing. We record amortization of debt issuance costs on a straight-line basis over the terms of the respective loans or agreements. Details of those debt issuance costs as of December 31 are as follows:

    

2020

    

2019

Debt issuance costs

$

202,859

$

187,514

Accumulated amortization

(89,727)

(86,234)

Debt issuance costs, net

$

113,132

$

101,280

We report amortization of debt issuance costs, amortization of premiums, and accretion of discounts as part of interest expense. We amortize debt premiums and discounts, which are included in mortgages and unsecured indebtedness, over the remaining terms of the related debt instruments. These debt premiums or discounts arise either at the time of the debt issuance or as part of purchase accounting for the fair value of debt assumed in acquisitions. The accompanying consolidated statements of operations and comprehensive income include amortization as follows:

For the Year Ended December 31,

    

2020

    

2019

    

2018

Amortization of debt issuance costs

$

23,076

$

21,499

$

21,445

Amortization of debt discounts/(premiums)

174

1,571

1,618

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Fair Value of Debt

The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate the fair values of consolidated fixed-rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The book value of our consolidated fixed-rate mortgages and unsecured indebtedness including commercial paper was $23.4 billion and $23.2 billion as of December 31, 2020 and 2019, respectively. The fair values of these financial instruments and the related discount rate assumptions as of December 31 are summarized as follows:

December 31, 

December 31, 

    

2020

    

2019

 

    

Fair value of consolidated fixed rate mortgages and unsecured indebtedness (in millions)

    

$

25,327

$

23,231

    

    

Weighted average discount rates assumed in calculation of fair value for fixed rate mortgages

 

2.41

%

 

3.75

%

Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness

2.63

%

3.67

%

8. Equity

Simon’s Board of Directors is authorized to reclassify excess common stock into one or more additional classes and series of capital stock, to establish the number of shares in each class or series and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, and qualifications and terms and conditions of redemption of such class or series, without any further vote or action by the stockholders. The issuance of additional classes or series of capital stock may have the effect of delaying, deferring or preventing a change in control of us without further action of the stockholders. The ability to issue additional classes or series of capital stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of Simon’s outstanding voting stock.

Holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, other than for the election of directors. The holders of Simon’s Class B common stock have the right to elect up to four members of Simon’s Board of Directors. All 8,000 outstanding shares of the Class B common stock are subject to two voting trusts as to which Herbert Simon and David Simon are the trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.

Common Stock and Unit Issuances and Repurchases

In 2020, Simon issued 293,204 shares of common stock to 20 limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the year ended December 31, 2020, the Operating Partnership redeemed 116,658 units from four limited partners for $16.1 million in cash.  In 2019, Simon issued 24,000 shares of common stock to a limited partner of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the year ended December 31, 2019, the Operating Partnership redeemed 43,255 units from nine limited partners for $6.8 million in cash.  These transactions increased Simon’s ownership interest in the Operating Partnership.

On December 29, 2020, the Operating Partnership issued 955,705 units in connection with the acquisition of an 80% ownership interest in TRG, as discussed in Note 6.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

On November 18, 2020, we issued 22,137,500 shares of common stock in a public offering at a price of $72.50 per share, before underwriting discounts and commissions.  A portion of the $1.6 billion proceeds from the offering, net of issue costs, were used to fund the Operating Partnership’s acquisition of an 80% ownership interest in TRG.

On September 25, 2018, the Operating Partnership issued 475,183 units in connection with the acquisition of the remaining 50% interest in The Outlets at Orange, as discussed in Note 4.

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 through March 31, 2019.  On February 11, 2019, Simon's Board of Directors authorized a new common stock repurchase plan.  Under the program, the Company could purchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021.  Simon may repurchase the shares in the open market or in privately negotiated transactions as market conditions warrant.  During the year ended December 31, 2020, Simon purchased 1,245,654 shares at an average price of $122.50 per share.  During the year ended December 31, 2019, Simon purchased 2,247,074 shares at an average price of $160.11 per share, of which 46,377 shares at an average price of $164.49 were purchased as part of the previous program.  As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon.

Temporary Equity

Simon

Simon classifies as temporary equity those securities for which there is the possibility that Simon could be required to redeem the security for cash irrespective of the probability of such a possibility. As a result, Simon classifies one series of preferred units in the Operating Partnership and noncontrolling redeemable interests in properties in temporary equity. Each of these securities is discussed further below.

Limited Partners’ Preferred Interest in the Operating Partnership and Noncontrolling Redeemable Interests in Properties.  The redemption features of the preferred units in the Operating Partnership contain provisions which could require the Operating Partnership to settle the redemption in cash. As a result, this series of preferred units in the Operating Partnership remains classified outside permanent equity.

The remaining noncontrolling interests in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside Simon’s control, are accounted for as temporary equity. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded and presented within accumulated deficit in the consolidated statements of equity in the line issuance of unit equivalents and other. There were no noncontrolling interests redeemable at amounts in excess of fair value as of December 31, 2020 and 2019. The following table summarizes the preferred units in the Operating Partnership and the amount of the noncontrolling redeemable interests in properties as of December 31.

    

2020

    

2019

 

7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding

$

25,537

$

25,537

Other noncontrolling redeemable interests in properties

 

160,355

 

193,524

Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties

$

185,892

$

219,061

7.50% Cumulative Redeemable Preferred Units.  This series of preferred units accrues cumulative quarterly distributions at a rate of $7.50 annually. The preferred units are redeemable by the Operating Partnership upon the death of the survivor of the original holders, or the transfer of any preferred units to any person or entity other than the persons or entities entitled to the benefits of the original holder. The redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock at our election.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

In the event of the death of a holder of the preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the holder may require the Operating Partnership to redeem the preferred units at the same redemption price payable at the option of the Operating Partnership in either cash or shares of common stock.  These preferred units have a carrying value of $25.5 million and are included in limited partners’ preferred interest in the Operating Partnership in the consolidated balance sheets at December 31, 2020 and 2019.

The Operating Partnership

The Operating Partnership classifies as temporary equity those securities for which there is the possibility that the Operating Partnership could be required to redeem the security for cash, irrespective of the probability of such a possibility.  As a result, the Operating Partnership classifies one series of preferred units and noncontrolling redeemable interests in properties in temporary equity.  Each of these securities is discussed further below.

Noncontrolling Redeemable Interests in Properties   Redeemable instruments, which typically represent the remaining noncontrolling interests in a property or portfolio of properties, and which are redeemable at the option of the holder or in circumstances that may be outside our control, are accounted for as temporary equity.  The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date.  Changes in the redemption value of the underlying noncontrolling interest are recorded within equity and are presented in the consolidated statements of equity in the line issuance of unit equivalents and other.  There are no noncontrolling interests redeemable at amounts in excess of fair value as of December 31, 2020 and 2019.  The following table summarizes the preferred units and the amount of the noncontrolling redeemable interests in properties as of December 31.    

    

2020

    

2019

 

7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding

$

25,537

$

25,537

Other noncontrolling redeemable interests in properties

 

160,355

 

193,524

Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties

$

185,892

$

219,061

7.50% Cumulative Redeemable Preferred Units   The 7.50% preferred units accrue cumulative quarterly distributions at a rate of $7.50 annually.  We may redeem the preferred units upon the death of the survivor of the original holders, or the transfer of any preferred units to any person or entity other than the persons or entities entitled to the benefits of the original holder.  The redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock of Simon at our election.  In the event of the death of a holder of the 7.5% preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the holder may require the Operating Partnership to redeem the preferred units at the same redemption price payable at the Operating Partnership’s option in either cash or fully registered shares of common stock of Simon.  These preferred units have a carrying value of $25.5 million and are included in preferred units, at liquidation value in the consolidated balance sheets at December 31, 2020 and 2019.

Permanent Equity

Simon

Preferred Stock.  Dividends on all series of preferred stock are calculated based upon the preferred stock’s preferred return multiplied by the preferred stock’s corresponding liquidation value. The Operating Partnership pays preferred distributions to Simon equal to the dividends Simon pays on the preferred stock issued.

Series J 83/8% Cumulative Redeemable Preferred Stock.  Dividends accrue quarterly at an annual rate of 83/8% per share. Simon can redeem this series, in whole or in part, on or after October 15, 2027 at a redemption price of $50.00 per share, plus accumulated and unpaid dividends. This preferred stock was issued at a premium of $7.5 million. The

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

unamortized premium included in the carrying value of the preferred stock at December 31, 2020 and 2019 was $2.2 million and $2.6 million, respectively.

The Operating Partnership

Series J 83/8% Cumulative Redeemable Preferred Units.     Distributions accrue quarterly at an annual rate of 83/8% per unit on the Series J 83/8% preferred units, or Series J preferred units.  Simon owns all of the Series J preferred units which have the same economic rights and preferences of an outstanding series of Simon preferred stock.  The Operating Partnership can redeem this series, in whole or in part, when Simon can redeem the related preferred stock, on and after October 15, 2027 at a redemption price of $50.00 per unit, plus accumulated and unpaid distributions. The Series J preferred units were issued at a premium of $7.5 million.  The unamortized premium included in the carrying value of the preferred units at December 31, 2020 and 2019 was $2.2 million and $2.6 million, respectively.  There are 1,000,000 Series J preferred units authorized and 796,948 Series J preferred units issued and outstanding.

Other Equity Activity

The Simon Property Group 1998 Stock Incentive Plan, as amended.  This plan, or the 1998 plan, provides for the grant of equity-based awards with respect to the equity of Simon in the form of options to purchase shares, stock appreciation rights, restricted stock grants and performance-based unit awards. No options have been granted to executives or other employees since 2001, however options may be granted which are qualified as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code and options which are not so qualified. An aggregate of 16,300,000 shares of common stock have been reserved for issuance under the 1998 plan.

The 1998 plan is administered by the Compensation Committee of Simon’s Board of Directors, or the Compensation Committee. The Compensation Committee determines which eligible individuals may participate and the type, extent and terms of the awards to be granted to them. In addition, the Compensation Committee interprets the 1998 plan and makes all other determinations deemed advisable for its administration. Options granted to employees become exercisable over the period determined by the Compensation Committee. The exercise price of an employee option may not be less than the fair market value of the shares on the date of grant. Employee options generally vest over a three-year period and expire ten years from the date of grant.

Directors who are not also our employees or employees of our affiliates are eligible to receive awards under the 1998 plan. Each independent director receives an annual cash retainer of $110,000, and an annual restricted stock award with a grant date value of $175,000. Committee chairs receive annual retainers for the Company’s Audit, Compensation, and Governance and Nominating Committees of $35,000, $35,000 and $25,000, respectively.  Directors receive fixed annual retainers for service on the Audit, Compensation and Governance and Nominating Committees, of $15,000, $15,000, and $10,000, respectively. The Lead Director receives an annual retainer of $50,000.  These retainers are paid 50% in cash and 50% in restricted stock.

Restricted stock awards vest in full after one year.  Once vested, the delivery of the shares of restricted stock (including reinvested dividends) is deferred under our Director Deferred Compensation Plan until the director retires, dies or becomes disabled or otherwise no longer serves as a director. The directors may vote and are entitled to receive dividends on the underlying shares; however, any dividends on the shares of restricted stock must be reinvested in shares of common stock and held in the Director Deferred Compensation Plan until the shares of restricted stock are delivered to the former director.

In accordance with its terms, the 1998 Plan expired on December 31, 2018.  The shares of common stock that were available for grant under the 1998 Plan at the time of its expiration are not available for grant under the 2019 Plan.

The Simon Property Group, L.P. 2019 Stock Incentive Plan.  This plan, or the 2019 Plan, provides for the grant of equity-based awards with respect to the equity of Simon in the form of incentive and nonqualified stock options to purchase shares, stock appreciation rights, restricted stock grants and performance-based awards.  Options may be granted which are qualified as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

and options which are not so qualified.  An aggregate of 8,000,000 shares of common stock have been reserved under the 2019 plan.

The 2019 Plan is administered by the Compensation Committee.  The Compensation Committee determines which eligible individuals may participate and the type, extent and terms of the awards to be granted to them.  In addition, the Compensation Committee interprets the 2019 Plan and makes all other determinations deemed advisable for its administration.  Options granted to employees become exercisable over the period determined by the Compensation Committee.  The exercise price of an employee option may not be less than the fair market value of the shares on the date of grant.  Employee options generally vest over a three-year period and expire ten years from the date of grant.

Directors who are not also our employees or employees of our affiliates are eligible to receive awards under the 2019 plan. Each independent director receives an annual cash retainer of $110,000, and an annual restricted stock award with a grant date value of $175,000. Committee chairs receive annual retainers for the Company’s Audit, Compensation, and Governance and Nominating Committees of $35,000, $35,000 and $25,000, respectively.  Directors receive fixed annual retainers for service on the Audit, Compensation and Governance and Nominating Committees, of $15,000, $15,000, and $10,000, respectively. The Lead Director receives an annual retainer of $50,000.  These retainers are paid 50% in cash and 50% in restricted stock.

Restricted stock awards vest in full after one year.  Once vested, the delivery of the shares of restricted stock (including reinvested dividends) is deferred under our Director Deferred Compensation Plan until the director retires, dies or becomes disabled or otherwise no longer serves as a director. The directors may vote and are entitled to receive dividends on the underlying shares; however, any dividends on the shares of restricted stock must be reinvested in shares of common stock and held in the Director Deferred Compensation Plan until the shares of restricted stock are delivered to the former director.

Stock Based Compensation

Awards under our stock based compensation plans primarily take the form of LTIP units and restricted stock grants. Restricted stock and awards under the LTIP programs are either market or performance-based and are based on various individual, corporate and business unit performance measures as further described below. The expense related to these programs, net of amounts capitalized, is included within home and regional office costs and general and administrative costs in the accompanying statements of operations and comprehensive income.

LTIP Programs.  The Compensation Committee has approved long-term, performance based incentive compensation programs, or the LTIP programs, for certain senior employees. Awards under the LTIP programs take the form of LTIP units, a form of limited partnership interest issued by the Operating Partnership, which are subject to the participant maintaining employment with us through certain dates and other conditions as described in the applicable award agreements. Awarded LTIP units not earned in accordance with the conditions set forth in the applicable award agreements are forfeited. Earned and fully vested LTIP units are equivalent to units of the Operating Partnership. During the performance period, participants are entitled to receive distributions on the LTIP units awarded to them equal to 10% of the regular quarterly distributions paid on a unit of the Operating Partnership. As a result, we account for these LTIP units as participating securities under the two-class method of computing earnings per share.

In 2018, the Compensation Committee established and granted awards under a redesigned LTIP program, or the 2018 LTIP program.  Awards under the 2018 LTIP program were granted in two tranches, Tranche A LTIP units and Tranche B LTIP units. Each of the Tranche A LTIP units and the Tranche B LTIP units will be considered earned if, and only to the extent to which, the respective goals based on Funds From Operations, or FFO, per share or Relative TSR Goal performance criteria, as defined in the applicable award agreements, are achieved during the applicable two-year and three-year performance periods of the Tranche A LTIP units and Tranche B LTIP units, respectively.  One half of the earned Tranche A LTIP units will vest on January 1, 2021 with the other one-half vesting on January 1, 2022. All of the earned Tranche B LTIP units will vest on January 1, 2022.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

The grant date fair value of the portion of the LTIP units based on achieving the target FFO performance criteria is $6.1 million for the Tranche A LTIP units and the Tranche B LTIP units, for a total of $12.1 million.  The 2018 LTIP program provides that the value of the FFO-based award may be adjusted up or down based on the Company’s performance compared to the target FFO performance criteria and has a maximum potential fair value of $18.2 million.  

In 2019, the Compensation Committee established and granted awards under a redesigned LTIP program, or the 2019 LTIP program.  Awards under the 2019 LTIP program will be considered earned if, and only to the extent to which, the respective performance conditions (based on Funds From Operations, or FFO, per share, and Objective Criteria Goals) and market conditions (based on Relative TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement period, subject to the recipient’s continued employment through the vesting date.  All of the earned LTIP units under the 2019 LTIP program will vest on January 1, 2023.  The 2019 LTIP program provides that the amount earned of the performance-based portion of the awards is dependent on Simon’s performance compared to certain criteria and has a maximum potential fair value at issuance of $22.1 million.  

The grant date fair values of any LTIP units for market-based awards are estimated using a Monte Carlo model, and the resulting fixed expense is recorded regardless of whether the market condition criteria are achieved if the required service is delivered. The grant date fair values of the market-based awards are being amortized into expense over the period from the grant date to the date at which the awards, if earned, would become vested.  The expense of the performance-based award is recorded over the period from the grant date to the date at which the awards, if earned, would become vested, based on our assessment as to whether it is probable that the performance criteria will be achieved during the applicable performance periods.

The Compensation Committee approved LTIP unit grants as shown in the table below. The extent to which LTIP units were earned, and the aggregate grant date fair value, are as follows:

LTIP Program

    

LTIP Units Earned

    

Grant Date Fair Value of TSR Award

    

Grant Date Target Value of Performance-Based Awards

2018 LTIP program - Tranche A

 

38,148

 

$6.1 million

 

$6.1 million

2018 LTIP program - Tranche B

 

To be determined in 2021

 

$6.1 million

 

$6.1 million

2019 LTIP program

To be determined in 2022

 

$9.5 million

 

$14.7 million

We recorded compensation expense, net of capitalization and forfeitures, related to LTIP programs of approximately $1.9 million, $15.8 million, and $12.0 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Restricted Stock and Restricted Stock Units.  The 1998 and 2019 plans also provide for shares of restricted stock to be granted to certain employees at no cost to those employees, subject to achievement of individual performance and certain financial and return-based performance measures established by the Compensation Committee related to the most recent year’s performance. Once granted, the shares of restricted stock then vest annually over a three-year or a four-year period (as defined in the award). The cost of restricted stock grants, which is based upon the stock’s fair market value on the grant date, is recognized as expense ratably over the vesting period. Through December 31, 2020 a total of 5,858,453 shares of restricted stock, net of forfeitures, have been awarded under the 1998 plan, and 481,837 shares of restricted stock and restricted stock units have been awarded under the 2019 plan.

During 2020, the Compensation Committee established a one-time grant of 312,263 time-based restricted stock units under the 2019 Plan at a weighted average fair market value of $84.37 per share.  These awards will vest, subject to the grantee's continued service on each applicable vesting date, in one-third increments on January 1, 2022, January 1,

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

2023, and January 1, 2024.  The grant date fair value of the awards of $26.3 million is being recognized as expense over the three-year vesting service period.

Information regarding restricted stock awards is summarized in the following table for each of the years presented:

For the Year Ended

 

December 31, 

 

2020

2019

2018

 

Shares of restricted stock awarded during the year, net of forfeitures

 

462,966

 

90,902

 

51,756

Weighted average fair value of shares granted during the year

$

73.28

$

181.94

$

153.24

Annual amortization

$

11,660

$

12,604

$

12,029

We recorded compensation expense, net of capitalization, related to restricted stock for employees and non-employee directors of approximately $10.3 million, $11.0 million, and $7.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Other Compensation Arrangements.  On July 6, 2011, in connection with the execution of an employment agreement, the Compensation Committee granted David Simon, Simon’s Chairman, Chief Executive Officer and President, a retention award in the form of 1,000,000 LTIP units, or the Award, for his continued service through July 5, 2019. Effective December 31, 2013, the Award was modified, or the Current Award, and as a result the LTIP units would become earned and eligible to vest based on the attainment of Company-based performance goals, in addition to the service-based vesting requirement included in the original Award. The Current Award does not contain an opportunity for Mr. Simon to receive additional LTIP units above and beyond the original Award should our performance exceed the higher end of the performance criteria.  The performance criteria of the Current Award are based on the attainment of specific FFO per share goals. Because the performance criteria has been met, a maximum of 360,000 LTIP units, or the A units, 360,000 LTIP units, or the B units, and 280,000 LTIP units, or the C units, became earned on December 31, 2015, December 31, 2016 and December 31, 2017, respectively. If the relevant performance criteria had not been achieved, all or a portion of the Current Award would have been forfeited. The earned A units vested on January 1, 2018, earned B units vested on January 1, 2019 and earned C units vested on June 30, 2019. The grant date fair value of the retention award of $120.3 million was recognized as expense over the eight-year term of his employment agreement on a straight-line basis based on the applicable vesting periods of the A units, B units and C units.  

We also maintain a tax-qualified retirement 401(k) savings plan and offer no other post-retirement or post-employment benefits to our employees.

Exchange Rights

Simon

Limited partners in the Operating Partnership have the right to exchange all or any portion of their units for shares of common stock on a one-for-one basis or cash, as determined by Simon’s Board of Directors. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of Simon’s common stock at that time. At December 31, 2020, Simon had reserved 54,751,265 shares of common stock for possible issuance upon the exchange of units, stock options and Class B common stock.

The Operating Partnership

Limited partners have the right under the partnership agreement to exchange all or any portion of their units for shares of Simon common stock on a one-for-one basis or cash, as determined by Simon in its sole discretion. If Simon selects cash, Simon cannot cause the Operating Partnership to redeem the exchanged units for cash without contributing cash to the Operating Partnership as partners’ equity sufficient to effect the redemption.  If sufficient cash is not contributed,

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Simon will be deemed to have elected to exchange the units for shares of Simon common stock.  The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of Simon’s common stock at that time. The number of shares of Simon’s common stock issued pursuant to the exercise of the exchange right will be the same as the number of units exchanged.

9. Lease Income

As discussed in Note 3, fixed lease income under our operating leases includes fixed minimum lease consideration and fixed CAM reimbursements recorded on a straight-line basis.  Variable lease income includes consideration based on sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items including negative variable lease income as discussed in Note 3.

For the Year Ended

December 31, 

    

2020

    

2019

2018

Fixed lease income

$

3,871,395

$

4,293,401

$

4,185,174

Variable lease income

430,972

950,370

973,246

Total lease income

$

4,302,367

$

5,243,771

$

5,158,420

Tenant receivables and accrued revenue in the accompanying consolidated balance sheets includes straight-line receivables of $597.6 million and $618.4 million at December 31, 2020 and 2019, respectively.

Minimum fixed lease consideration under non-cancelable tenant operating leases for each of the next five years and thereafter, excluding variable lease consideration and amounts deferred in relation to the COVID-19 pandemic, which with respect to deferrals are expected to be collected primarily in 2021, as of December 31, 2020, is as follows:

2021

    

$

3,224,624

2022

 

2,806,916

2023

 

2,374,565

2024

 

1,939,967

2025

 

1,540,214

Thereafter

 

3,943,703

$

15,829,989

10. Commitments and Contingencies

Litigation

We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity, or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

During the first quarter of 2019, we settled a lawsuit with our former insurance broker, Aon Risk Services Central Inc., related to the significant flood damage sustained at Opry Mills in May 2010. In accordance with a previous agreement with the prior co-investor in Opry Mills, a portion of the settlement was remitted to the co-investor.  Our share of the settlement was approximately $68.0 million, which was recorded as other income in the accompanying consolidated statement of operations and comprehensive income.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Lease Commitments

As of December 31, 2020, a total of 23 of the consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2021 to 2090, including periods for which exercising an extension option is reasonably assured. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental payment plus a percentage rent component based upon the revenues or total sales of the property. In addition, we have several regional office locations that are subject to leases with termination dates ranging from 2021 to 2028. These office leases generally require us to make fixed annual rental payments plus pay our share of common area, real estate, and utility expenses. Some of our ground and office leases include escalation clauses. All of our lease arrangements are classified as operating leases. We incurred ground lease expense and office lease expense, which are included in other expense and home office and regional expense, respectively, as follows:

For the Year Ended

December 31, 

    

2020

2019

Operating Lease Cost

Fixed lease cost

$

31,404

$

31,000

Variable lease cost

13,270

16,833

Sublease income

 

(746)

 

(694)

Total operating lease cost

$

43,928

$

47,139

For the year ended December 31, 2018, we incurred $47,320 of lease expense.

For the Year Ended

December 31, 

2020

2019

Other Information

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

$

44,570

$

48,519

Weighted-average remaining lease term - operating leases

34.4

35.6

Weighted-average discount rate - operating leases

4.86%

4.87%

Future minimum lease payments due under these leases for years ending December 31, excluding applicable extension options and renewal options unless reasonably certain of exercise and any sublease income, are as follows:

2021

    

$

32,787

2022

 

32,812

2023

 

32,953

2024

 

33,087

2025

 

33,098

Thereafter

 

886,336

$

1,051,073

Impact of discounting

(535,581)

Operating lease liabilities

$

515,492

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

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 may be insured through our wholly-owned captive insurance company, Bridgewood Insurance Company, Ltd., or other financial arrangements controlled by us. If required, a third-party carrier has, in turn, agreed to provide evidence of coverage for this layer of losses under the terms and conditions of the carrier’s insurance policy with us. A similar insurance policy written either through our captive insurance company or other financial arrangements controlled by us also provides initial coverage for property insurance and certain windstorm risks.

We currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an “all risk” basis in the amount of up to $1 billion. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks where we operate could adversely affect our property values, revenues, consumer traffic and tenant sales.

Hurricane Impacts

During the third quarter of 2017, two of our wholly-owned properties located in Puerto Rico sustained significant property damage and business interruption as a result of Hurricane Maria.  Since the date of the loss, we have received $81.1 million of insurance proceeds from third-party carriers related to the two properties located in Puerto Rico, of which $47.5 million was used for property restoration and remediation and to reduce the insurance recovery receivable.  During the years ended December 31, 2020 and 2019, we recorded $5.2 million and $10.5 million, respectively, as business interruption income, which was recorded in other income in the accompanying consolidated statements of operations and comprehensive income.

During the third quarter of 2020, one of our properties located in Texas experienced property damage and business interruption as a result of Hurricane Hanna.  We wrote-off assets of approximately $9.6 million, and recorded an insurance recovery receivable, and have received $14.3 million of insurance proceeds from third-party carriers.  The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable.

During the third quarter of 2020, one of our properties located in Louisiana experienced property damage and business interruption as a result of Hurricane Laura.   We wrote-off assets of approximately $11.1 million and recorded an insurance recovery receivable, and have received $20.6 million of insurance proceeds from third-party carriers.  The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable.

Guarantees of Indebtedness

Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is non-recourse to us. As of December 31,2020 and 2019, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $219.2 million and $214.8 million, respectively. Mortgages guaranteed by the Operating Partnership are secured by the property of the joint venture which could be sold in order to satisfy the outstanding obligation and which have estimated fair values in excess of the guaranteed amount.

Concentration of Credit Risk

Our U.S. Malls, Premium Outlets, and The Mills rely upon anchor tenants to attract customers; however, anchors do not contribute materially to our financial results as many anchors own their spaces. All material operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

COVID-19

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, or COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has already had a significant negative impact on economic and market conditions around the world in 2020, and, notwithstanding the fact that vaccines have started to be administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in real estate. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures. Governments and other authorities are in varying stages of lifting or modifying some of these measures, however certain governments and other authorities have already been forced to, and others may in the future, reinstate these measures or impose new, more restrictive measures, if the risks, or the tenants’ and consumers’ perception of the risks, related to the COVID-19 pandemic worsen at any time.  Although tenants and consumers have been adapting to the COVID-19 pandemic, with tenants adding services like curbside pickup, and while consumer risk-tolerance is evolving, such adaptations and evolution may take time, and there is no guarantee that retail will return to pre-pandemic levels even once the pandemic subsides.  As a result of the COVID-19 pandemic and these measures, the Company may experience material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties.  

As of October 7, 2020, all of our domestic properties and certain of our retailer investments had reopened.    

11. Related Party Transactions

Transactions with Affiliates

Our management company provides office space and legal, human resource administration, property specific financing and other support services to Melvin Simon & Associates, Inc., or MSA, a related party, for which we received a fee of $0.6 million in each of 2020, 2019 and 2018. In addition, pursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs, we have managed since 1993 two shopping centers owned by entities in which David Simon and Herbert Simon have ownership interests, for which we received a fee of $3.3 million, $3.9 million, and $4.2 million in 2020, 2019, and 2018, respectively.  

Transactions with Unconsolidated Joint Ventures

As described in Note 2, our management company provides management, insurance, and other services to certain unconsolidated joint ventures.  Amounts received for such services were $92.7 million, $108.2 million, and $111.5 million in 2020, 2019, and 2018, respectively.  During 2020, 2019, and 2018, we recorded development, royalty, and other fee income, net of elimination, related to our unconsolidated international joint ventures of $13.1 million, $14.8 million, and $16.0 million, respectively.  The fees related to our international investments are included in other income in the accompanying consolidated statements of operations and comprehensive income.  Neither MSA, David Simon, or Herb Simon have an ownership interest in any of our unconsolidated joint ventures, except through their ownership interests in the Company or the Operating Partnership.

We have investments in retailers including Forever 21, J.C. Penney, and SPARC Group, and these retailers are lessees at certain of our operating properties. Lease income from the date of our investments in our consolidated statements of operations and comprehensive income related to these retailers was $54.1 million, $20.9 million, and $20.0 million for the years ended December 31, 2020, 2019, and 2018, respectively, net of elimination.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

12. Quarterly Financial Data (Unaudited)

Quarterly 2020 and 2019 data is summarized in the table below. Quarterly amounts may not sum to annual amounts due to rounding.

    

First

    

Second

    

Third

    

Fourth

 

Quarter

Quarter

Quarter

Quarter

 

2020

Total revenue

$

1,353,360

$

1,062,041

$

1,060,674

$

1,131,429

Operating income before other items

 

654,869

 

450,868

 

404,024

 

462,047

Consolidated net income

 

505,404

 

290,548

 

168,646

 

312,726

Simon Property Group, Inc.

Net income attributable to common stockholders

$

437,605

$

254,213

$

145,926

$

271,483

Net income per share — Basic and Diluted

$

1.43

$

0.83

$

0.48

$

0.86

Weighted average shares outstanding — Basic and Diluted

 

306,504,084

 

305,882,326

 

305,913,431

 

316,595,345

Simon Property Group, L.P.

Net income attributable to unitholders

$

504,263

$

292,863

$

168,086

$

311,238

Net income per unit — Basic and Diluted

$

1.43

$

0.83

$

0.48

$

0.86

Weighted average units outstanding — Basic and Diluted

353,191,960

352,410,392

352,420,845

363,050,401

2019

Total revenue

$

1,452,834

$

1,397,186

$

1,416,554

$

1,488,615

Operating income before other items

 

745,021

 

680,631

 

705,302

 

776,876

Consolidated net income

 

631,947

 

572,102

 

628,724

 

590,416

Simon Property Group, Inc.

Net income attributable to common stockholders

$

548,475

$

495,324

$

544,254

$

510,194

Net income per share — Basic and Diluted

$

1.78

$

1.60

$

1.77

$

1.66

Weighted average shares outstanding — Basic and Diluted

 

308,978,053

 

308,708,798

 

307,275,230

 

306,868,960

Simon Property Group, L.P.

Net income attributable to unitholders

$

631,551

$

570,389

$

627,074

$

587,931

Net income per unit — Basic and Diluted

$

1.78

$

1.60

$

1.77

$

1.66

Weighted average units outstanding — Basic and Diluted

355,778,250

355,491,396

354,038,110

353,619,579

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Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Simon

Management's Evaluation of Disclosure Controls and Procedures

Simon maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Simon’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Simon’s disclosure controls and procedures as of December 31, 2020. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2020, Simon’s disclosure controls and procedures were effective at a reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

Simon is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, Simon’s principal executive and principal financial officers and effected by Simon’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of Simon’s internal control over financial reporting as of December 31, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment and criteria, we believe that, as of December 31, 2020, Simon’s internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

The audit report of Ernst & Young LLP on their assessment of Simon's internal control over financial reporting as of December 31, 2020 is set forth within Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There have not been any changes in Simon's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, Simon's internal control over financial reporting.

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The Operating Partnership

Management's Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including Simon’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures as of December 31, 2020. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2020, the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, Simon’s principal executive and principal financial officers and effected by Simon’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment and criteria, we believe that, as of December 31, 2020, the Operating Partnership’s internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

The audit report of Ernst & Young LLP on their assessment of the Operating Partnership’s internal control over financial reporting as of December 31, 2020 is set forth within Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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Item 9B. Other Information

During the fourth quarter of the year covered by this Annual Report on Form 10-K, the Audit Committee of Simon’s Board of Directors approved certain audit, audit-related and non-audit tax compliance and tax consulting services to be provided by Ernst & Young LLP, our independent registered public accounting firm. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act as added by Section 202 of the Sarbanes-Oxley Act of 2002.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the information included under the caption "Information about our Executive Officers" in Part I hereof.

Item 11. Executive Compensation

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

Item 13. Certain Relationships and Related Transactions and Director Independence

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

Item 14.  Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2020 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

The Audit Committee of Simon's Board of Directors pre-approves all audit and permissible non-audit services to be provided by Ernst & Young LLP, or Ernst & Young, Simon’s and the Operating Partnership’s independent registered public accounting firm, prior to commencement of services. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve specific services up to specified individual and aggregate fee amounts. These pre-approval decisions are presented to the full Audit Committee at the next scheduled meeting after such approvals are made.  We have incurred fees as shown below for services from Ernst & Young as Simon’s and the Operating Partnership’s independent registered public accounting firm and for services provided to our managed consolidated and joint venture properties and our consolidated non-managed properties. Ernst & Young has advised us that it has billed or will bill these indicated amounts for the following categories of services for the years ended December 31, 2020 and 2019, respectively:

2020

    

2019

Audit Fees (1)

$

4,707,000

$

4,230,000

Audit Related Fees (2)

 

5,068,000

 

4,835,000

Tax Fees (3)

 

359,000

 

266,000

All Other Fees

 

 

(1)

Audit Fees include fees for the audits of the financial statements and the effectiveness of internal control over financial reporting and quarterly reviews for Simon and the Operating Partnership and services associated with the related SEC registration statements, periodic reports, and other documents issued in connection with securities offerings.

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(2)

Audit-Related Fees include audits of individual or portfolios of properties and schedules to comply with lender, joint venture partner or contract requirements and due diligence services for our managed consolidated and joint venture entities and our consolidated non-managed entities.  Our share of these Audit-Related Fees was approximately 60% and 59% for the years ended 2020 and 2019, respectively.

(3)

Tax Fees include fees for international and other tax consulting services, tax due dilligence and tax return compliance services associated with the tax returns for certain managed joint ventures as well as other miscellaneous tax compliance services.  Our share of these Tax Fees was approximately 81% and 65% for 2020 and 2019, respectively.

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Part IV

Item 15.  Exhibits and Financial Statement Schedules

Page No.

(a)

(1)

Financial Statements

The following consolidated financial statements of Simon Property Group, Inc. and Simon Property Group, L.P. are set forth in Part II, item 8.

Reports of Independent Registered Public Accounting Firm

79

Consolidated Financial Statements of Simon Property Group, Inc.

Consolidated Balance Sheets as of December 31, 2020 and 2019

87

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2020, 2019 and 2018

88

Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018

89

Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018

90

Consolidated Financial Statements of Simon Property Group, L.P.

Consolidated Balance Sheets as of December 31, 2020 and 2019

92

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2020, 2019 and 2018

93

Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018

94

Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018

95

Notes to Consolidated Financial Statements

97

(2)

Financial Statement Schedule

Simon Property Group, Inc. and Simon Property Group, L.P. Schedule III — Schedule of Real Estate and Accumulated Depreciation

148

Notes to Schedule III

152

Other financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(3)

Exhibits

The Exhibit Index attached hereto is hereby incorporated by reference to this Item.

141

Item 16.  Form 10-K Summary

None.

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EXHIBIT INDEX

Exhibits

2.1

Separation and Distribution Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P., dated as of May 27, 2014 (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed May 29, 2014).

2.2

Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020, by and among the Taubman Parties and the Simon Parties (incorporated by reference to exhibit 2.1 of Simon Property Group Inc.’s and Simon Property Group L.P.’s Current Report on Form 8-K filed on November 16, 2020).

3.1

Restated Certificate of Incorporation of Simon Property Group, Inc. (incorporated by reference to Appendix A of Simon Property Group, Inc.’s Proxy Statement on Schedule 14A filed March 27, 2009).

3.2

Amended and Restated By-Laws of Simon Property Group, Inc. as adopted on March 20, 2017 (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 24, 2017).

3.3

Certificate of Powers, Designations, Preferences and Rights of the 83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed October 20, 2004).

3.4

Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 15, 2014).

3.5

Second Amended and Restated Certificate of Limited Partnership of the Limited Partnership (incorporated by reference to Exhibit 3.1 of Simon Property Group, L.P.'s Annual Report on Form 10-K filed March 31, 2003).

3.6

Eighth Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. dated as of May 8, 2008 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 9, 2008).

3.7

Certificate of Designation of Series B Junior Participating Redeemable Preferred Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 3.1 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed August 8, 2014).

3.8

Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated March 7, 2007, but effective as of August 27, 1999, regarding a prior agreement filed under an exhibit 99.1 to Form S-3/A of Simon Property Group, L.P. on November 20, 1996 (incorporated by reference to Exhibit 3.4 of Simon Property Group, L.P.'s Annual Report on Form 10-K filed March 16, 2007).

3.9

Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated April 29, 2009, but effective as of October 14, 2004, regarding redemption of the Registrant's Series I Preferred Units (incorporated by reference to Exhibit 3.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 8, 2009).

4.1

(a)

Indenture, dated as of November 26, 1996, by and among Simon Property Group, L.P. and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 of Simon Property Group, L.P.'s Registration Statement on Form S-3 filed October 21, 1996 (Reg. No. 333-11491)).

4.2

Description of Each Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

9.1

Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between Melvin Simon & Associates, Inc., on the one hand and Melvin Simon, Herbert Simon and David Simon on the other hand (incorporated by reference to Exhibit 9.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 10, 2004).

9.2

Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon (incorporated by reference to Exhibit 9.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 10, 2004).

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Exhibits

10.1

Form of the Indemnity Agreement between Simon Property Group, Inc. and its directors and officers (incorporated by reference to Exhibit 10.7 of Simon Property Group, Inc.’s Form S-4 filed August 13, 1998 (Reg. No. 333-61399)).

10.2

Registration Rights Agreement, dated as of September 24, 1998, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit 4.4 of Simon Property Group, Inc.’s Current Report on Form 8-K filed October 9, 1998).

10.3

Registration Rights Agreement, dated as of August 27, 1999, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit 4.4 of the Registration Statement on Form S-3 filed March 24, 2004 (Reg. No. 333-113884)).

10.4

Registration Rights Agreement, dated as of November 14, 1997, by and between O’Connor Retail Partners, L.P. and Simon DeBartolo Group, Inc. (incorporated by reference to Exhibit 4.8 of the Registration Statement on Form S-3 filed December 7, 2001 (Reg. No. 333-74722)).

10.5*

Simon Property Group, L.P. Amended and Restated 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 10, 2014).

10.6*

Form of Nonqualified Stock Option Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed March 16, 2005).

10.7*

Form of Performance-Based Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 28, 2007).

10.8*

Form of Non-Employee Director Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed March 16, 2005).

10.9*

Employment Agreement between Simon Property Group, Inc. and David Simon effective as of July 6, 2011 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).

10.10*

First Amendment to Employment Agreement between Simon Property Group, Inc. and David Simon, dated as of March 29, 2013 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).

10.11*

Non-Qualified Deferred Compensation Plan dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed November 5, 2009).

10.12*

Amendment — 2008 Performance Based-Restricted Stock Agreement dated as of March 6, 2009 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed November 5, 2009).

10.13*

Certificate of Designation of Series 2010 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.4 of Simon Property Group, Inc.'s Current Report on Form 8-K filed March 19, 2010).

10.14*

Form of Series 2010 LTIP Unit (Three Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).

10.15*

Form of Series 2010 LTIP Unit (Two Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).

10.16*

Form of Series 2010 LTIP Unit (One Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).

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Exhibits

10.17*

Certificate of Designation of Series CEO LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.'s Current Report on Form 8-K filed July 7, 2011).

10.18*

Simon Property Group Series CEO LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).

10.19*

First Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement dated as of December 22, 2011 (incorporated by reference to Exhibit 10.24 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 28, 2012).

10.20*

Second Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement, dated as of March 29, 2013 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).

10.21*

Simon Property Group Amended and Restated Series CEO LTIP Unit Award Agreement, dated as of December 31, 2013 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed January 2, 2014).

10.22*

Certificate of Designation of Series 2011 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.5 of Simon Property Group, Inc.'s Current Report on Form 8-K filed July 7, 2011).

10.23*

Form of Simon Property Group Series 2011 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.6 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).

10.24*

Certificate of Designation of Series 2012 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 11, 2012).

10.25*

Amended and Restated Certificate of Designation of Series 2012 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.5 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 7, 2014).

10.26*

Form of Simon Property Group Series 2012 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 8, 2012).

10.27*

Simon Property Group Amended and Restated Series 2012 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 28, 2014).

10.28*

Certificate of Designation of Series 2013 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 10, 2013).

10.29*

Form of Simon Property Group Series 2013 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).

10.30*

Form of Simon Property Group Executive Officer LTIP Waiver, dated April 18, 2014 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 28, 2014).

10.31*

Simon Property Group CEO LTIP Unit Adjustment Waiver, dated April 18, 2014 (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 28, 2014).

10.32*

Form of Simon Property Group Series 2014 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 7, 2014).

10.33*

Certificate of Designation of Series 2014 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 7, 2014).

10.34

Amended and Restated $2,750,000,000 Credit Agreement dated as of March 2, 2015 (incorporated by reference to Exhibit 10.1 of Simon Property Group, L.P.’s Current Report on Form 8-K filed March 3, 2015).

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Exhibits

10.35*

Form of Simon Property Group Series 2015 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2015 filed on January 13, 2016).

10.36*

Certificate of Designation of Series 2015 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.4 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2015 filed on January 13, 2016).

10.37*

Form of Simon Property Group Series 2016 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 5, 2016).

10.38*

Form of Certificate of Designation of Series 2016 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 5, 2016).

10.39

Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 6, 2016 (incorporated by reference to Exhibit 10.1 of Simon Property Group, L.P.’s Current Report on Form 8-K filed April 7, 2016).

10.40

Amended and Restated $4,000,000,000 Credit Agreement, dated as of March 17, 2017 (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.’s Current Report on Form 8-K filed March 20, 2017).

10.41

Amended and Restated $3,500,000,000 Credit Agreement, dated as of February 15, 2018 (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.’s Current Report on Form 8-K filed February 15, 2018).

10.42*

Form of Simon Property Group Series 2018 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 3, 2018).

10.43*

Form of Certificate of Designation of Series 2018 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 3, 2018).

10.44*

Simon Property Group, L.P. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 8, 2019).

10.45*

Form of Simon Property Group Series 2019 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 7, 2019).

10.46*

Form of Certificate of Designation of Series 2019 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 7, 2019).

10.47

Second Amended and Restated $6,000,000,000 Credit Agreement, dated as of March 16, 2020 (incorporated by reference to Exhibit 99.2 of Simon Property Group Inc.’s and Simon Property Group, L.P.’s Current Report on Form 8-K filed March 16, 2020).

10.48*

Form of Restricted Stock Unit Agreement under Simon Property Group, L.P. 2019 Stock Incentive Plan.

21.1

List of Subsidiaries of Simon Property Group Inc. and Simon Property Group, L.P.

23.1

Simon Property Group, Inc. — Consent of Ernst & Young LLP.

23.2

Simon Property Group, L.P. — Consent of Ernst & Young LLP.

31.1

Simon Property Group, Inc. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Exhibits

31.2

Simon Property Group, Inc. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3

Simon Property Group, L.P. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4

Simon Property Group, L.P. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Simon Property Group, Inc. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Simon Property Group, L.P. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

(a)    Does not include supplemental indentures that authorize the issuance of debt securities series, none of which exceeds 10% of the total assets of Simon Property Group, L.P. on a consolidated basis. Simon Property Group, L.P. agrees to file copies of any such supplemental indentures upon the request of the Commission.

*        Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIMON PROPERTY GROUP, INC.

By

/s/ DAVID SIMON

David Simon

Chairman of the Board of Directors, Chief

Executive Officer and President

Date: February 25, 2021

SIMON PROPERTY GROUP, L.P.

/s/ DAVID SIMON

David Simon

Chairman of the Board of Directors, Chief Executive Officer and President of Simon Property Group, Inc., General Partner

Date: February 25, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Simon Property Group, Inc., for itself and in its capacity as General Partner of Simon Property Group, L.P., and in the capacities and on the dates indicated.

Signature

Capacity

Date

/s/ DAVID SIMON

Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) and President

February 25, 2021

David Simon

/s/ HERBERT SIMON

Chairman Emeritus and Director

February 25, 2021

Herbert Simon

/s/ RICHARD S. SOKOLOV

Vice Chairman and Director

February 25, 2021

Richard S. Sokolov

/s/ LARRY C. GLASSCOCK

Director

February 25, 2021

Larry C. Glasscock

/s/ REUBEN S. LEIBOWITZ

Director

February 25, 2021

Reuben S. Leibowitz

/s/ J. ALBERT SMITH, JR.

Director

February 25, 2021

J. Albert Smith, Jr.

/s/ KAREN N. HORN

Director

February 25, 2021

Karen N. Horn

/s/ ALLAN HUBBARD

Director

February 25, 2021

Allan Hubbard

/s/ DANIEL C. SMITH

Director

February 25, 2021

Daniel C. Smith

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Signature

Capacity

Date

/s/ GARY M. RODKIN

Director

February 25, 2021

Gary M. Rodkin

/s/ GLYN F. AEPPEL

Director

February 25, 2021

Glyn F. Aeppel

/s/ STEFAN M. SELIG

Director

February 25, 2021

Stefan M. Selig

/s/ MARTA R. STEWART

Director

February 25, 2021

Marta R. Stewart

/s/ BRIAN J. MCDADE

Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer

February 25, 2021

Brian J. McDade

/s/ ADAM J. REUILLE

Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

February 25, 2021

Adam J. Reuille

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SCHEDULE III

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2020

(Dollars in thousands)

Cost Capitalized

 

Subsequent to

Gross Amounts At Which

Date of

 

Initial Cost (3)

Acquisition (3)

Carried At Close of Period

Construction

 

Buildings and

Buildings and

Buildings and

Accumulated

or

 

Name

    

Location

 

Encumbrances (6)

Land

   

Improvements

   

Land

   

Improvements

   

Land

   

Improvements

   

Total (1)

   

Depreciation (2)

   

Acquisition

 

Malls

Barton Creek Square

Austin, TX

$

-

$

2,903

$

20,929

$

7,983

$

92,532

$

10,886

$

113,461

$

124,347

$

65,021

 

1981

Battlefield Mall

Springfield, MO

 

112,707

 

3,919

 

27,231

 

3,000

 

73,128

 

6,919

 

100,359

 

107,278

 

73,594

 

1970

Bay Park Square

Green Bay, WI

 

-

 

6,278

 

25,623

 

4,106

 

33,597

 

10,384

 

59,220

 

69,604

 

35,332

 

1980

Brea Mall

Brea (Los Angeles), CA

 

-

 

39,500

 

209,202

 

2,993

 

77,892

 

42,493

 

287,094

 

329,587

 

158,412

 

1998

(4)

Broadway Square

Tyler, TX

 

-

 

11,306

 

32,431

 

-

 

51,429

 

11,306

 

83,860

 

95,166

 

40,639

 

1994

(4)

Burlington Mall

Burlington (Boston), MA

 

-

 

46,600

 

303,618

 

27,458

 

235,501

 

74,058

 

539,119

 

613,177

 

248,794

 

1998

(4)

Castleton Square

Indianapolis, IN

 

-

 

26,250

 

98,287

 

7,434

 

78,590

 

33,684

 

176,877

 

210,561

 

119,878

 

1972

Cielo Vista Mall

El Paso, TX

 

-

 

1,005

 

15,262

 

608

 

55,058

 

1,613

 

70,320

 

71,933

 

49,573

 

1974

College Mall

Bloomington, IN

 

-

 

1,003

 

16,245

 

720

 

70,441

 

1,723

 

86,686

 

88,409

 

47,678

 

1965

Columbia Center

Kennewick, WA

 

-

 

17,441

 

66,580

 

-

 

40,993

 

17,441

 

107,573

 

125,014

 

64,134

 

1987

Copley Place

Boston, MA

 

-

 

-

 

378,045

 

-

 

206,205

 

-

 

584,250

 

584,250

 

252,514

 

2002

(4)

Coral Square

Coral Springs (Miami), FL

 

-

 

13,556

 

93,630

 

-

 

19,097

 

13,556

 

112,727

 

126,283

 

89,651

 

1984

Cordova Mall

Pensacola, FL

 

-

 

18,626

 

73,091

 

7,321

 

70,048

 

25,947

 

143,139

 

169,086

 

80,553

 

1998

(4)

Domain, The

Austin, TX

 

176,533

 

40,436

 

197,010

 

-

 

144,511

 

40,436

 

341,521

 

381,957

 

174,735

 

2005

Empire Mall

Sioux Falls, SD

 

183,782

 

35,998

 

192,186

 

-

 

30,083

 

35,998

 

222,269

 

258,267

 

68,901

 

1998

(5)

Fashion Mall at Keystone, The

Indianapolis, IN

 

-

 

-

 

120,579

 

29,145

 

103,435

 

29,145

 

224,014

 

253,159

 

132,731

 

1997

(4)

Firewheel Town Center

Garland (Dallas), TX

 

-

 

8,438

 

82,716

 

-

 

28,830

 

8,438

 

111,546

 

119,984

 

64,895

 

2004

Forum Shops at Caesars, The

Las Vegas, NV

 

-

 

-

 

276,567

 

-

 

282,321

 

-

 

558,888

 

558,888

 

293,579

 

1992

Greenwood Park Mall

Greenwood (Indianapolis), IN

 

-

 

2,423

 

23,445

 

5,253

 

124,303

 

7,676

 

147,748

 

155,424

 

91,542

 

1979

Haywood Mall

Greenville, SC

 

-

 

11,585

 

133,893

 

6

 

41,813

 

11,591

 

175,706

 

187,297

 

113,400

 

1998

(4)

Ingram Park Mall

San Antonio, TX

 

122,251

 

733

 

16,972

 

37

 

43,246

 

770

 

60,218

 

60,988

 

33,614

 

1979

King of Prussia

King of Prussia (Philadelphia), PA

 

-

 

175,063

 

1,128,200

 

-

 

380,289

 

175,063

 

1,508,489

 

1,683,552

 

463,073

 

2003

(5)

La Plaza Mall (13)

McAllen, TX

 

-

 

87,912

 

9,828

 

6,569

 

177,319

 

94,481

 

187,147

 

281,628

 

50,135

 

1976

Lakeline Mall

Cedar Park (Austin), TX

 

-

 

10,088

 

81,568

 

14

 

24,747

 

10,102

 

106,315

 

116,417

 

64,612

 

1995

Lenox Square

Atlanta, GA

 

-

 

37,447

 

492,411

 

-

 

139,068

 

37,447

 

631,479

 

668,925

 

373,965

 

1998

(4)

Livingston Mall

Livingston (New York), NJ

-

22,214

105,250

-

47,841

22,214

153,091

175,305

94,316

1998

(4)

Mall of Georgia

Buford (Atlanta), GA

-

47,492

326,633

-

13,340

47,492

339,973

387,465

195,629

1999

(5)

McCain Mall

N. Little Rock, AR

-

-

9,515

10,530

28,504

10,530

38,019

48,549

17,298

1973

Menlo Park Mall

Edison (New York), NJ

 

-

 

65,684

 

223,252

 

-

 

83,263

 

65,684

 

306,515

 

372,199

 

190,029

 

1997

(4)

Midland Park Mall

Midland, TX

 

71,822

 

687

9,213

 

1,196

 

42,102

 

1,883

 

51,315

 

53,198

 

22,616

1980

Miller Hill Mall

Duluth, MN

 

-

 

 

2,965

 

18,092

 

 

1,811

 

 

44,203

 

 

4,776

 

 

62,295

 

 

67,071

 

 

46,348

 

1973

North East Mall

Hurst (Dallas), TX

 

-

 

 

128

 

12,966

 

 

19,010

 

 

145,677

 

 

19,138

 

 

158,643

 

 

177,781

 

 

118,006

 

1971

Northgate Mall

Seattle, WA

 

-

 

 

23,610

 

115,992

 

 

-

 

 

67,602

 

 

23,610

 

 

183,594

 

 

207,204

 

 

57,897

 

1987

Ocean County Mall

Toms River (New York), NJ

 

-

 

 

20,404

 

124,945

 

 

3,277

 

 

84,547

 

 

23,681

 

 

209,492

 

 

233,173

 

 

102,081

 

1998

(4)

Orland Square

Orland Park (Chicago), IL

 

-

 

 

35,439

 

129,906

 

 

-

 

 

78,864

 

 

35,439

 

 

208,770

 

 

244,209

 

 

117,910

 

1997

(4)

Oxford Valley Mall

Langhorne (Philadelphia), PA

 

32,779

 

 

20,872

 

100,287

 

 

-

 

 

20,914

 

 

20,872

 

 

121,201

 

 

142,073

 

 

84,968

 

2003

(4)

Penn Square Mall

Oklahoma City, OK

 

310,000

 

 

2,043

 

155,958

 

 

-

 

 

60,144

 

 

2,043

 

 

216,102

 

 

218,145

 

 

136,840

 

2002

(4)

Pheasant Lane Mall

Nashua, NH

 

-

 

 

3,902

 

155,068

 

 

550

 

 

49,404

 

 

4,452

 

 

204,472

 

 

208,924

 

 

116,717

 

2004

(5)

Phipps Plaza

Atlanta, GA

 

-

 

 

15,005

 

210,610

 

 

-

 

 

243,085

 

 

15,005

 

 

453,695

 

 

468,700

 

 

171,188

 

1998

(4)

Plaza Carolina

Carolina (San Juan), PR

 

225,000

 

 

15,493

 

279,560

 

 

-

 

 

77,319

 

 

15,493

 

 

356,879

 

 

372,372

 

 

173,238

 

2004

(4)

Prien Lake Mall

Lake Charles, LA

 

-

 

 

1,842

 

2,813

 

 

3,053

 

 

47,133

 

 

4,895

 

 

49,946

 

 

54,841

 

 

28,706

 

1972

148

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2020

(Dollars in thousands)

Cost Capitalized

 

Subsequent to

Gross Amounts At Which

Date of

 

Initial Cost (3)

Acquisition (3)

Carried At Close of Period

Construction

 

Buildings and

Buildings and

Buildings and

Accumulated

or

 

Name

    

Location

 

Encumbrances (6)

Land

   

Improvements

   

Land

   

Improvements

   

Land

   

Improvements

   

Total (1)

   

Depreciation (2)

   

Acquisition

 

Rockaway Townsquare

Rockaway (New York), NJ

$

-

 

$

41,918

 

$

212,257

 

$

-

 

$

69,145

 

$

41,918

 

$

281,402

 

$

323,320

 

$

160,468

 

1998

(4)

Roosevelt Field

Garden City (New York), NY

 

-

 

 

163,160

 

702,008

 

 

1,246

 

 

368,834

 

 

164,406

 

 

1,070,842

 

 

1,235,248

 

 

533,147

 

1998

(4)

Ross Park Mall

Pittsburgh, PA

 

-

 

 

23,541

 

90,203

 

 

5,815

 

 

122,197

 

 

29,356

 

 

212,400

 

 

241,756

 

 

132,274

 

1986

Santa Rosa Plaza

Santa Rosa, CA

 

-

 

 

10,400

 

87,864

 

 

-

 

 

27,384

 

 

10,400

 

 

115,248

 

 

125,648

 

 

67,970

 

1998

(4)

Shops at Chestnut Hill, The

Chestnut Hill (Boston), MA

 

120,000

 

 

449

 

25,102

 

 

38,864

 

 

105,673

 

 

39,313

 

 

130,776

 

 

170,089

 

 

42,473

 

2002

(5)

Shops at Nanuet, The

Nanuet, NY

 

-

 

 

28,125

 

142,860

 

 

-

 

 

14,285

 

 

28,125

 

 

157,145

 

 

185,270

 

 

47,459

 

2013

Shops at Riverside, The

Hackensack (New York), NJ

 

130,000

 

 

13,521

 

238,746

 

 

-

 

 

263,289

 

 

13,521

 

 

502,035

 

 

515,556

 

 

98,686

 

2007

(4) (5)

South Hills Village

Pittsburgh, PA

 

-

 

 

23,445

 

125,840

 

 

1,472

 

 

84,612

 

 

24,917

 

 

210,452

 

 

235,369

 

 

109,844

 

1997

(4)

South Shore Plaza

Braintree (Boston), MA

-

 

101,200

301,495

 

-

 

166,650

 

101,200

 

468,145

 

569,345

 

269,676

1998

(4)

Southdale Mall

Edina (Minneapolis), MN

 

138,131

 

 

41,430

 

184,967

 

 

-

 

 

112,713

 

 

41,430

 

 

297,680

 

 

339,110

 

 

95,003

 

2007

(4) (5)

SouthPark

Charlotte, NC

 

-

 

 

42,092

 

188,055

 

 

100

 

 

204,680

 

 

42,192

 

 

392,735

 

 

434,927

 

 

225,268

 

2002

(4)

St. Charles Towne Center

Waldorf (Washington, DC), MD

-

7,710

52,934

1,180

29,314

8,890

82,248

91,138

61,874

1990

Stanford Shopping Center

Palo Alto (San Jose), CA

-

-

 

339,537

 

-

 

188,382

 

-

 

527,919

 

527,919

 

214,147

 

2003

(4)

Summit Mall

Akron, OH

85,000

 

15,374

 

51,137

 

-

 

55,804

 

15,374

 

106,941

 

122,315

 

66,518

 

1965

Tacoma Mall

Tacoma (Seattle), WA

 

-

 

 

37,113

 

 

125,826

 

 

-

 

 

162,616

 

 

37,113

 

 

288,442

 

 

325,555

 

 

145,776

 

1987

Tippecanoe Mall

Lafayette, IN

 

-

 

 

2,897

 

 

8,439

 

 

5,517

 

 

47,136

 

 

8,414

 

 

55,575

 

 

63,989

 

 

44,233

 

1973

Town Center at Boca Raton

Boca Raton (Miami), FL

 

-

 

 

64,200

 

 

307,317

 

 

-

 

 

241,889

 

 

64,200

 

 

549,206

 

 

613,406

 

 

309,065

 

1998

(4)

Towne East Square

Wichita, KS

 

-

 

 

8,525

 

 

18,479

 

 

4,108

 

 

49,059

 

 

12,633

 

 

67,538

 

 

80,171

 

 

45,990

 

1975

Treasure Coast Square

Jensen Beach, FL

 

-

 

 

11,124

 

 

72,990

 

 

3,067

 

 

39,945

 

 

14,191

 

 

112,935

 

 

127,126

 

 

76,712

 

1987

Tyrone Square

St. Petersburg (Tampa), FL

 

-

 

 

15,638

 

 

120,962

 

 

1,459

 

 

50,690

 

 

17,097

 

 

171,652

 

 

188,749

 

 

112,049

 

1972

University Park Mall

Mishawaka, IN

 

-

 

 

10,762

 

 

118,164

 

 

7,000

 

 

58,654

 

 

17,762

 

 

176,818

 

 

194,580

 

 

147,955

 

1996

(4)

Walt Whitman Shops

Huntington Station (New York), NY

 

-

 

 

51,700

 

 

111,258

 

 

3,789

 

 

127,664

 

 

55,489

 

 

238,922

 

 

294,411

 

 

130,914

 

1998

(4)

White Oaks Mall

Springfield, IL

 

46,915

 

 

2,907

 

 

35,692

 

 

2,468

 

 

65,642

 

 

5,375

 

 

101,334

 

 

106,709

 

 

59,098

 

1977

Wolfchase Galleria

Memphis, TN

 

155,152

 

 

16,407

 

 

128,276

 

 

-

 

 

17,049

 

 

16,407

 

 

145,325

 

 

161,732

 

 

97,753

 

2002

(4)

Woodland Hills Mall

Tulsa, OK

 

-

 

 

34,211

 

 

187,123

 

 

-

 

 

35,414

 

 

34,211

 

 

222,537

 

 

256,748

 

 

144,965

 

2004

(5)

Premium Outlets

 

 

Albertville Premium Outlets

Albertville (Minneapolis), MN

 

-

 

 

3,900

 

 

97,059

 

 

-

 

 

11,094

 

 

3,900

 

 

108,153

 

 

112,053

 

 

54,308

 

2004

(4)

Allen Premium Outlets

Allen (Dallas), TX

 

-

 

20,932

 

69,788

 

-

 

44,436

 

20,932

 

114,224

 

135,156

 

36,968

2004

(4)

Aurora Farms Premium Outlets

Aurora (Cleveland), OH

 

-

 

2,370

 

24,326

 

-

 

8,442

 

2,370

 

32,768

 

35,138

 

24,396

2004

(4)

Birch Run Premium Outlets

Birch Run (Detroit), MI

 

123,000

 

 

11,477

 

 

77,856

 

 

-

 

 

8,978

 

 

11,477

 

 

86,834

 

 

98,311

 

 

37,026

 

2010

(4)

Camarillo Premium Outlets

Camarillo (Los Angeles), CA

 

-

 

 

16,670

 

 

224,721

 

 

395

 

 

75,097

 

 

17,065

 

 

299,818

 

 

316,883

 

 

149,400

 

2004

(4)

Carlsbad Premium Outlets

Carlsbad (San Diego), CA

 

-

 

 

12,890

 

 

184,990

 

 

96

 

 

10,492

 

 

12,986

 

 

195,482

 

 

208,468

 

 

88,965

 

2004

(4)

Carolina Premium Outlets

Smithfield (Raleigh), NC

 

41,757

 

 

3,175

 

 

59,863

 

 

5,311

 

 

7,902

 

 

8,486

 

 

67,765

 

 

76,251

 

 

37,961

 

2004

(4)

Chicago Premium Outlets

Aurora (Chicago), IL

 

-

 

 

659

 

 

118,005

 

 

13,050

 

 

99,046

 

 

13,709

 

 

217,051

 

 

230,760

 

 

84,558

 

2004

(4)

Cincinnati Premium Outlets

Monroe (Cincinnati), OH

 

-

 

 

14,117

 

 

71,520

 

 

-

 

 

4,687

 

 

14,117

 

 

76,207

 

 

90,324

 

 

38,483

 

2008

Clinton Crossing Premium Outlets

Clinton, CT

 

-

 

 

2,060

 

 

107,556

 

 

1,532

 

 

6,027

 

 

3,592

 

 

113,583

 

 

117,175

 

 

61,401

 

2004

(4)

Denver Premium Outlets

Thornton (Denver), CO

-

 

11,375

 

45,335

 

10

 

72,949

 

11,385

 

118,284

 

129,669

 

12,902

 

2018

Desert Hills Premium Outlets

Cabazon (Palm Springs), CA

-

3,440

338,679

-

117,032

3,440

455,711

459,151

187,479

2004

(4)

Ellenton Premium Outlets

Ellenton (Tampa), FL

-

 

2,857

 

47,309

 

-

 

20,582

 

2,857

 

67,891

 

70,748

36,332

2010

(4)

Folsom Premium Outlets

Folsom (Sacramento), CA

 

178,000

 

15,807

 

182,412

 

-

 

7,726

 

15,807

 

190,138

 

205,945

106,430

2004

(4)

Gilroy Premium Outlets

Gilroy (San Jose), CA

 

-

 

 

9,060

 

 

50,281

 

 

-

 

 

5,940

 

 

9,060

 

 

56,221

 

 

65,281

 

32,576

2004

(4)

Grand Prairie Premium Outlets

Grand Prairie (Dallas), TX

 

-

 

 

9,630

 

 

194,122

 

 

-

 

 

16,192

 

 

9,630

 

 

210,314

 

 

219,944

 

104,299

2012

Grove City Premium Outlets

Grove City (Pittsburgh), PA

 

109,122

 

 

9,497

 

 

194,245

 

 

-

 

 

2,058

 

 

9,497

 

 

196,303

 

 

205,800

 

54,525

2010

(4)

149

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2020

(Dollars in thousands)

Cost Capitalized

 

Subsequent to

Gross Amounts At Which

Date of

 

Initial Cost (3)

Acquisition (3)

Carried At Close of Period

Construction

 

Buildings and

Buildings and

Buildings and

Accumulated

or

 

Name

    

Location

 

Encumbrances (6)

Land

   

Improvements

   

Land

   

Improvements

   

Land

   

Improvements

   

Total (1)

   

Depreciation (2)

   

Acquisition

 

Gulfport Premium Outlets

Gulfport, MS

$

140,000

 

$

6,421

 

$

121,880

 

$

-

 

$

7,763

 

$

6,421

 

$

129,643

 

$

136,064

$

72,537

2010

(4)

Hagerstown Premium Outlets

Hagerstown (Baltimore/Washington, DC), MD

 

50,000

 

 

-

 

 

27,949

 

 

-

 

 

7,444

 

 

-

 

 

35,393

 

 

35,393

 

17,250

2010

(4)

Houston Premium Outlets

Cypress (Houston), TX

 

73,314

 

 

3,576

 

 

85,883

 

 

-

 

 

2,383

 

 

3,576

 

 

88,266

 

 

91,842

 

39,565

2007

Indiana Premium Outlets

Edinburgh (Indianapolis), IN

-

8,695

69,350

-

46,533

8,695

115,883

124,578

54,669

2004

(4)

Jackson Premium Outlets

Jackson (New York), NJ

 

-

 

 

6,413

 

 

104,013

 

 

3

 

 

8,300

 

 

6,416

 

 

112,313

 

 

118,729

 

52,477

2004

(4)

Jersey Shore Premium Outlets

Tinton Falls (New York), NJ

 

-

 

 

15,390

 

 

50,979

 

 

-

 

 

78,255

 

 

15,390

 

 

129,234

 

 

144,624

 

65,300

2007

Johnson Creek Premium Outlets

Johnson Creek, WI

 

-

 

 

2,800

 

 

39,546

 

 

-

 

 

6,936

 

 

2,800

 

 

46,482

 

 

49,282

 

23,364

2004

(4)

Kittery Premium Outlets

Kittery, ME

 

-

 

 

11,832

 

 

94,994

 

 

-

 

 

11,008

 

 

11,832

 

 

106,002

 

 

117,834

 

47,052

2004

(4)

Las Americas Premium Outlets

San Diego, CA

 

-

 

 

45,168

 

 

251,878

 

 

-

 

 

11,380

 

 

45,168

 

 

263,258

 

 

308,426

 

102,723

2007

(4)

Las Vegas North Premium Outlets

Las Vegas, NV

 

-

 

 

25,435

 

 

134,973

 

 

16,536

 

 

152,117

 

 

41,971

 

 

287,090

 

 

329,061

 

134,037

2004

(4)

Las Vegas South Premium Outlets

Las Vegas, NV

 

-

 

 

13,085

 

 

160,777

 

 

-

 

 

32,957

 

 

13,085

 

 

193,734

 

 

206,819

 

87,419

2004

(4)

Lee Premium Outlets

Lee, MA

 

49,504

 

 

9,167

 

 

52,212

 

 

-

 

 

4,302

 

 

9,167

 

 

56,514

 

 

65,681

 

30,446

2010

(4)

Leesburg Corner Premium Outlets

Leesburg (Washington, DC), VA

 

-

 

 

7,190

 

 

162,023

 

 

-

 

 

21,105

 

 

7,190

 

 

183,128

 

 

190,318

 

87,734

2004

(4)

Lighthouse Place Premium Outlets

Michigan City (Chicago, IL), IN

 

-

 

 

6,630

 

 

94,138

 

 

-

 

 

13,206

 

 

6,630

 

 

107,344

 

 

113,974

 

58,943

2004

(4)

Merrimack Premium Outlets

Merrimack, NH

 

116,398

 

 

14,975

 

 

118,428

 

 

-

 

 

2,911

 

 

14,975

 

 

121,339

 

 

136,314

 

43,453

2012

Napa Premium Outlets

Napa, CA

 

-

 

11,400

 

45,023

 

-

 

7,513

 

11,400

 

52,536

 

63,936

 

27,674

2004

(4)

North Bend Premium Outlets

North Bend (Seattle), WA

 

-

 

 

2,143

 

 

36,197

 

 

-

 

 

5,978

 

 

2,143

 

 

42,175

 

 

44,318

 

20,310

2004

(4)

North Georgia Premium Outlets

Dawsonville (Atlanta), GA

 

-

 

 

4,300

 

 

137,020

 

 

-

 

 

3,158

 

 

4,300

 

 

140,178

 

 

144,478

 

67,220

2004

(4)

Orlando International Premium Outlets

Orlando, FL

 

-

 

 

31,998

 

 

472,815

 

 

-

 

 

17,515

 

 

31,998

 

 

490,330

 

 

522,328

 

182,297

2010

(4)

Orlando Vineland Premium Outlets

Orlando, FL

 

-

 

 

14,040

 

 

382,949

 

 

36,023

 

 

19,688

 

 

50,063

 

 

402,637

 

 

452,700

 

178,209

2004

(4)

Petaluma Village Premium Outlets

Petaluma (San Francisco), CA

 

-

 

 

13,322

 

 

13,710

 

 

-

 

 

4,394

 

 

13,322

 

 

18,104

 

 

31,426

 

11,599

2004

(4)

Philadelphia Premium Outlets

Limerick (Philadelphia), PA

 

-

 

 

16,676

 

 

105,249

 

 

-

 

 

25,391

 

 

16,676

 

 

130,640

 

 

147,316

 

72,961

2006

Phoenix Premium Outlets

Chandler (Phoenix), AZ

 

-

 

-

 

63,082

 

-

 

681

 

-

 

63,763

 

63,763

24,082

2013

Pismo Beach Premium Outlets

Pismo Beach, CA

 

34,329

 

4,317

 

19,044

 

-

 

2,812

 

4,317

 

21,856

 

26,173

13,228

2010

(4)

Pleasant Prairie Premium Outlets

Pleasant Prairie (Chicago, IL/Milwaukee), WI

145,000

 

16,823

 

126,686

 

-

 

7,408

 

16,823

 

134,094

 

150,917

 

55,534

 

2010

(4)

Puerto Rico Premium Outlets

Barceloneta, PR

 

160,000

 

 

20,586

 

 

114,021

 

 

-

 

 

9,286

 

 

20,586

 

 

123,307

 

 

143,893

 

 

51,856

 

2010

(4)

Queenstown Premium Outlets

Queenstown (Baltimore), MD

 

60,308

 

 

8,129

 

 

61,950

 

 

-

 

 

5,109

 

 

8,129

 

 

67,059

 

 

75,188

 

 

29,293

 

2010

(4)

Rio Grande Valley Premium Outlets

Mercedes (McAllen), TX

 

-

 

 

12,229

 

 

41,547

 

 

-

 

 

28,623

 

 

12,229

 

 

70,170

 

 

82,399

 

 

41,040

 

2005

Round Rock Premium Outlets

Round Rock (Austin), TX

 

-

 

 

14,706

 

 

82,252

 

 

-

 

 

5,336

 

 

14,706

 

 

87,588

 

 

102,294

 

 

53,430

 

2005

San Francisco Premium Outlets

Livermore (San Francisco), CA

 

-

 

 

21,925

 

 

308,694

 

 

46,177

 

 

73,617

 

 

68,102

 

 

382,311

 

 

450,413

 

 

97,460

 

2012

San Marcos Premium Outlets

San Marcos (Austin/San Antonio), TX

 

-

 

 

13,180

 

 

287,179

 

 

-

 

 

12,724

 

 

13,180

 

 

299,903

 

 

313,083

 

 

115,472

 

2010

(4)

Seattle Premium Outlets

Tulalip (Seattle), WA

-

-

103,722

-

54,623

-

158,345

158,345

77,078

2004

(4)

St. Augustine Premium Outlets

St. Augustine (Jacksonville), FL

-

 

6,090

 

57,670

 

2

 

12,534

 

6,092

 

70,204

 

76,296

 

37,830

2004

(4)

Tampa Premium Outlets

Lutz (Tampa), FL

 

-

 

 

14,298

 

 

97,188

 

 

121

 

 

4,942

 

 

14,419

 

 

102,130

 

 

116,549

 

 

23,556

 

2015

The Crossings Premium Outlets

Tannersville, PA

 

103,304

 

 

7,720

 

 

172,931

 

 

-

 

 

18,694

 

 

7,720

 

 

191,625

 

 

199,345

 

 

89,095

 

2004

(4)

Tucson Premium Outlets

Marana (Tucson), AZ

-

 

12,508

 

69,677

 

-

 

7,508

 

12,508

 

77,185

 

89,693

 

18,160

2015

Vacaville Premium Outlets

Vacaville, CA

 

-

 

 

9,420

 

 

84,850

 

 

-

 

 

18,500

 

 

9,420

 

 

103,350

 

 

112,770

 

 

56,351

 

2004

(4)

Waikele Premium Outlets

Waipahu (Honolulu), HI

 

-

 

 

22,630

 

 

77,316

 

 

-

 

 

19,378

 

 

22,630

 

 

96,694

 

 

119,324

 

 

47,598

 

2004

(4)

Waterloo Premium Outlets

Waterloo, NY

 

-

 

 

3,230

 

 

75,277

 

 

-

 

 

15,032

 

 

3,230

 

 

90,309

 

 

93,539

 

 

48,025

 

2004

(4)

Williamsburg Premium Outlets

Williamsburg, VA

185,000

 

10,323

 

223,789

 

-

 

8,262

 

10,323

 

232,051

 

242,374

 

87,577

2010

(4)

150

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2020

(Dollars in thousands)

Cost Capitalized

 

Subsequent to

Gross Amounts At Which

Date of

 

Initial Cost (3)

Acquisition (3)

Carried At Close of Period

Construction

 

Buildings and

Buildings and

Buildings and

Accumulated

or

 

Name

    

Location

 

Encumbrances (6)

Land

   

Improvements

   

Land

   

Improvements

   

Land

   

Improvements

   

Total (1)

   

Depreciation (2)

   

Acquisition

 

Woodburn Premium Outlets

Woodburn (Portland), OR

 

$

-

 

$

9,414

 

$

150,414

 

$

-

 

$

2,963

 

$

9,414

 

$

153,377

 

$

162,791

 

$

46,326

 

2013

(4)

Woodbury Common Premium Outlets

Central Valley (New York), NY

-

 

11,010

 

862,559

 

1,771

 

265,878

 

12,781

 

1,128,437

 

1,141,218

 

448,819

2004

(4)

Wrentham Village Premium Outlets

Wrentham (Boston), MA

-

 

4,900

 

282,031

 

-

 

48,605

 

4,900

 

330,636

 

335,536

 

146,606

2004

(4)

The Mills

Arizona Mills

Tempe (Phoenix), AZ

145,874

 

41,936

 

297,289

 

 

15,389

 

41,936

 

312,678

 

354,614

 

75,594

2007

(4) (5)

Great Mall

Milpitas (San Jose), CA

-

 

69,853

 

463,101

 

 

59,127

 

69,853

 

522,228

 

592,081

 

156,327

2007

(4) (5)

Gurnee Mills

Gurnee (Chicago), IL

253,708

 

41,133

 

297,911

 

 

29,991

 

41,133

 

327,902

 

369,035

 

102,054

2007

(4) (5)

Mills at Jersey Gardens, The

Elizabeth, NJ

355,000

 

120,417

 

865,605

 

 

17,920

 

120,417

 

883,525

 

1,003,942

 

198,695

2015

(4)

Opry Mills

Nashville, TN

375,000

 

51,000

 

327,503

 

 

18,561

 

51,000

 

346,064

 

397,064

 

103,485

2007

(4) (5)

Outlets at Orange, The

Orange (Los Angeles), CA

215,000

64,973

211,322

2,965

64,973

214,287

279,260

17,869

2007

(4) (5)

Potomac Mills

Woodbridge (Washington, DC), VA

416,000

61,755

425,370

42,020

61,755

467,390

529,145

151,327

2007

(4) (5)

Sawgrass Mills

Sunrise (Miami), FL

-

192,981

1,641,153

5,395

218,581

198,376

1,859,734

2,058,109

530,570

2007

(4) (5)

Designer Outlets

La Reggia Designer Outlet

Marcianise (Naples), Italy

159,432

 

37,220

 

233,179

 

-

 

22,684

 

37,220

 

255,864

 

293,084

 

47,616

 

2013

(4) (5) (7)

Noventa Di Piave Designer Outlet

Venice, Italy

343,042

38,793

309,283

-

71,352

38,793

380,635

419,428

62,130

 

2013

(4) (5) (7)

Parndorf Designer Outlet

Vienna, Austria

226,896

14,903

223,156

-

2,330

14,903

225,486

240,389

49,071

2013

(4) (5) (7)

Provence Designer Outlet

Provence, France

100,445

40,754

77,827

6,169

-

46,923

77,827

124,749

23,376

2017

(4) (5) (7)

Roermond Designer Outlet

Roermond, Netherlands

282,085

15,035

400,094

-

14,554

15,035

414,648

429,683

91,007

2013

(4) (5) (7)

Roosendaal Designer Outlet

Roosendaal, Netherlands

72,342

22,191

108,069

-

5,789

22,191

113,858

136,049

22,321

2017

(4) (5) (7)

Community Centers

ABQ Uptown

Albuquerque, NM

-

6,374

75,333

4,054

7,184

10,428

82,517

92,945

29,967

2011

(4)

University Park Village

Fort Worth, TX

54,425

 

 

18,031

 

100,523

 

-

 

4,710

 

18,031

 

105,233

 

123,264

 

22,240

 

2015

(4)

 

Other Properties

Calhoun Marketplace

Calhoun, GA

17,941

 

 

1,745

 

12,529

 

-

 

2,180

 

1,745

 

14,709

 

16,454

 

10,195

2010

(4)

Florida Keys Outlet Center

Florida City, FL

17,001

1,112

1,748

-

4,474

1,112

6,222

7,334

3,792

2010

(4)

Gaffney Marketplace

Gaffney (Greenville/Charlotte), SC

28,981

 

 

4,056

 

32,371

 

-

 

6,097

 

4,056

 

38,468

 

42,524

 

21,273

2010

(4)

Orlando Outlet Marketplace

Orlando, FL

-

3,367

1,557

-

3,658

3,367

5,215

8,582

2,888

2010

(4)

Osage Beach Marketplace

Osage Beach, MO

-

1,397

9,471

-

1,397

9,471

10,869

852

2004

(4)

Southridge Mall

Greendale (Milwaukee), WI

112,087

12,359

130,111

1,939

13,029

14,298

143,140

157,438

53,156

2007

(4) (5)

Town Center at Cobb

Kennesaw (Atlanta), GA

180,376

32,355

158,225

-

24,583

32,355

182,808

215,163

131,692

1998

(5)

Other pre-development costs

107,403

156,542

959

-

108,362

156,542

264,903

78

Other

25,000

3,537

51,972

-

-

3,537

51,972

55,509

15,503

Currency Translation Adjustment

-

22,388

88,022

-

89,445

22,388

177,466

199,854

(2,464)

$

6,959,743

$

3,342,322

$

25,071,253

$

357,702

$

8,837,360

$

3,700,024

$

33,908,614

$

37,608,638

$

14,592,867

151

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Schedule III as of December 31, 2020

(Dollars in thousands)

(1)Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2020, 2019, and 2018 are as follows:

    

2020

    

2019

    

2018

 

Balance, beginning of year

$

37,356,739

$

36,667,960

$

36,014,506

Acquisitions and consolidations (7)

 

 

40,990

 

328,265

Improvements

 

401,202

 

899,728

 

758,135

Disposals and deconsolidations

 

(320,328)

 

(219,268)

 

(357,622)

Currency Translation Adjustment

171,025

(32,671)

(75,324)

Balance, close of year

$

37,608,638

$

37,356,739

$

36,667,960

The unaudited aggregate cost of domestic consolidated real estate assets for U.S. federal income tax purposes as of December 31, 2020 was $21,756,450.

(2)Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation for the years ended December 31, 2020, 2019, and 2018 are as follows:

    

2020

    

2019

    

2018

 

Balance, beginning of year

$

13,622,433

$

12,632,690

$

11,704,223

Depreciation expense (7)

 

1,226,611

 

1,176,815

 

1,106,053

Disposals and deconsolidations

 

(236,123)

 

(194,664)

 

(190,241)

Currency Translation Adjustment

(20,054)

7,592

12,655

Balance, close of year

$

14,592,867

$

13,622,433

$

12,632,690

Depreciation of our investment in buildings and improvements reflected in the consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as noted below.

Buildings and Improvements — typically 10-35 years for the structure, 15 years for landscaping and parking lot, and 10 years for HVAC equipment.
Tenant Allowances and Improvements — shorter of lease term or useful life.
(3)Initial cost generally represents net book value at December 20, 1993, except for acquired properties and new developments after December 20, 1993. Initial cost also includes any new developments that are opened during the current year. Costs of disposals and impairments of property are first reflected as a reduction to cost capitalized subsequent to acquisition.
(4)Not developed/constructed by us or our predecessors. The date of construction represents the initial acquisition date for assets in which we have acquired multiple interests.
(5)Initial cost for these properties is the cost at the date of consolidation for properties previously accounted for under the equity method of accounting.
(6)Encumbrances represent face amount of mortgage debt and exclude any premiums or discounts and deferred financing costs.
(7)Represents the original cost and does not include subsequent currency translation adjustments.

152