UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20062007
SIMON PROPERTY GROUP, L.P.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 333-11491 (Commission File No.) | 34-1755769 | ||
(I.R.S. Employer Identification No.) |
225 West Washington Street
Indianapolis, Indiana 46204
(Address of principal executive offices) (ZIP Code)
(317) 636-1600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b)12(b) of the Act: None
Securities registered pursuant to Section 12 (g)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). YES oý NO ýo
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO ý
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. YES ý NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.
o Largesmaller company. See the definitions of "large accelerated filer,o Accelerated" "accelerated filer,ý Non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filero | Accelerated filero | Non-accelerated filerý (Do not check if a smaller reporting company) | Smaller reporting companyo |
Indicate by check markcheckmark whether the Registrant is a shell company (as defined in rule 12-b of the Act). YES o NO ý
Registrant had no publicly-traded voting equity as of June 30, 2006.29, 2007.
Registrant has no common stock outstanding.
Documents Incorporated By Reference
None.
Simon Property Group, L.P. and Subsidiaries
Annual Report on Form 10-K
December 31, 20062007
Item No. | Page No. | | Page No. | |||||
---|---|---|---|---|---|---|---|---|
Part I | Part I | Part I | ||||||
1. | Business | 3 | Business | 3 | ||||
1A. | Risk Factors | 9 | Risk Factors | 7 | ||||
1B. | Unresolved Staff Comments | 14 | Unresolved Staff Comments | 11 | ||||
2. | Properties | 14 | Properties | 12 | ||||
3. | Legal Proceedings | 44 | Legal Proceedings | 49 | ||||
4. | Submission of Matters to a Vote of Security Holders | 44 | Submission of Matters to a Vote of Security Holders | 49 | ||||
Part II | Part II | Part II | ||||||
5. | Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 45 | Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 50 | ||||
6. | Selected Financial Data | 46 | Selected Financial Data | 51 | ||||
7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 47 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 52 | ||||
7A. | Quantitative and Qualitative Disclosure About Market Risk | 63 | Quantitative and Qualitative Disclosure About Market Risk | 69 | ||||
8. | Financial Statements and Supplementary Data | 63 | Financial Statements and Supplementary Data | 69 | ||||
9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 63 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 69 | ||||
9A. | Controls and Procedures | 63 | Controls and Procedures | 69 | ||||
9B. | Other Information | 65 | Other Information | 71 | ||||
Part III | Part III | Part III | ||||||
10. | Directors, Executive Officers and Corporate Goverance | 65 | Directors, Executive Officers and Corporate Governance | 72 | ||||
11. | Executive Compensation | 65 | Executive Compensation | 72 | ||||
12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 65 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 72 | ||||
13. | Certain Relationships and Related Transactions, and Director Independence | 65 | Certain Relationships and Related Transactions, and Director Independence | 72 | ||||
14. | Principal Accountant Fees and Services | 65 | Principal Accountant Fees and Services | 72 | ||||
Part IV | Part IV | Part IV | ||||||
15. | Exhibits and Financial Statement Schedules | 66 | Exhibits and Financial Statement Schedules | 74 | ||||
Signatures | Signatures | 107 | Signatures | 113 |
Item 1. Business
Background
Simon Property Group, L.P. is a Delaware limited partnership and a majority ownedthe majority-owned subsidiary of Simon Property Group, Inc. In this report, the terms the "Operating Partnership", "we", "us" and "our" refer to Simon Property Group, L.P.L.P.. and its subsidiaries and the term "Simon Property" refers specifically to Simon Property, Group, Inc.
We are engaged primarily in the ownership, development,own, develop, and management ofmanage retail real estate properties, which consist primarily of regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle centers. As of December 31, 2006,2007, we owned or held an interest in 286320 income-producing properties in the United States, which consisted of 171168 regional malls, 3638 Premium Outlet centers, 6967 community/lifestyle centers, 37 properties acquired in the Mills acquisition, and 10 other shopping centers or outlet centers in 3841 states and Puerto Rico (collectively,Rico. Of the "Properties",37 Mills properties acquired, 17 of these are The Mills, 16 are regional malls, and individually, a "Property").four are community centers. We also own interests in fivefour parcels of land held for future development (together with the Properties, the "Portfolio").development. In the United States, we have fivefour new properties currently under development aggregating approximately 3.52.75 million square feet which will open during 2007 or early 2008. Internationally, we have ownership interests in 5351 European shopping centers (in France, Italy and Poland), fivesix Premium Outlet centers in Japan, one Premium Outlet center in Mexico, and one Premium Outlet center in Mexico. We also have begun construction on a Premium Outlet center in which we will hold a 50% interest located in South Korea and,Korea. Also, through a joint venture arrangement, we will have a 32.5% interest in five shopping centers (four of which are under construction)development in China.
Operating Policies For a description of our operational strategies and Strategiesdevelopments in our business during 2007, see the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section filed as Item 7 to 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. The Simon Property BoardOne or more of Directors ("Board")these policies may amendbe amended or rescind these policiesrescinded from time to time at its discretionby Simon Property without a vote ofby our limited partners.
Investment Policies
Our primary business objectives are to increase operating results and the value of our Properties while maintaining a strong, stable balance sheet consistent with our financing policies. We intend to achieve these objectives by:
We cannot assure you that we will achieve our business objectives.
We develop and acquire properties to generate both current income and long-term appreciation in value. We do not limit the amount or percentage of assets that may be invested in any particular property or type of property or in any geographic area. We may purchase or lease properties for long-term investment or develop, redevelop, and/or sell our Properties, in whole or in part, when circumstances warrant. We participate with other entities in property ownership, through joint ventures or other types of co-ownership. These equity investments may be subject to existing mortgage financing and other indebtedness that have priority over our equity interest.
While we emphasize equity real estate investments, we may, at our discretion, invest in mortgages and other real estate interests consistent with Simon Property's qualification as a real estate investment trust, ("REIT") under the Internal Revenue Code of 1986, as amended ("Code").or REIT. We do not currently intend to invest to a significant extent in mortgages or deeds of trust; however, we hold an interest in one Propertyproperty through a mortgage note which results in us
receiving 100% of the economics of the Property.property. We may invest in participating or convertible mortgages if we conclude that we may benefit from the cash flow or any appreciation in the value of the property.
We may also invest in securities of other entities engaged in real estate activities or securities of other issuers. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary to maintain Simon Property's qualification as a REIT. These REIT limitations mean that Simon Property cannot make an investment that would cause its real estate assets to be less than 75% of its total assets. In addition, at least 75% of Simon Property's gross income must be derived directly or indirectly from investments relating to real property or mortgages on real property, including "rents from real property," dividends from other REIT's and, in certain circumstances, interest from certain types of temporary investments. At least 95% of Simon Property's income must be derived 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 these REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.
Financing Policies
We must comply with the covenant restrictions of the debtcovenants contained in our financing agreements that limit our ratio of debt to total asset or market valuation.value, as defined. For example, our lines of credit and the indentures for our debt securities contain
covenants that restrict the total amount of debt to 65%, or 60% in relation to certain debt, of total assets, as defined under the related arrangement, 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 Simon Property's equity securities and our debt securities.
We may raise additional capital throughby issuing units of limited partnership interests, or Units, or debt financing,securities, creating joint ventures with existing ownership interests in Properties,properties, retention of cash flows or a combination of these methods. If the Board determines to raise additional equity capital at the Operating Partnership level, weWe may, without limited partner approval, issue additional units of limited partnershipUnits or equity interests or units.in us. We may issue units in any manner and on such terms and for such consideration as we deem appropriate. This may include issuing units in exchange for property. The unitsThese may be preferred units and may be senior to the outstanding classes of our units and may be convertible into units. Existing holders of units will have no preemptive right to purchase units in any subsequent offerings. Any such offering could dilute a unitholder'slimited partner's investment in us.
We anticipate that anyexpect most additional borrowings would be made in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of properties. Any of such indebtedness may be unsecuredsecured or may be secured by any or all of our assets, or any existing or new property-owning partnership.unsecured. Any such indebtedness may also have full or limited recourse to allthe borrower or any portion of the assets of any of the foregoing.cross-collateralized with other debt, or may be fully or partially guaranteed by us. Although we may borrow to fund the payment of dividends,distributions, we currently have no expectation that we will regularly be required to do so.
We may obtainhave a $3.5 billion revolving unsecured or secured lines of credit.credit facility. We also may determine to issue debt securities. Any suchsecurities, but we may issue our debt securities which may be convertible into units, preferred units or be accompanied by warrants to purchase equity interests or be exchangeable for stock of Simon Property. We also may sell or securitize our lease receivables. The proceeds from any borrowings or financings may be used for one or more of the following:
We also may determine toalso finance acquisitions through the following:
Our ability to offerissue units to transferors may result in beneficial tax treatment for the transferors. This is because the exchange of units for properties or other partnership interests may defer gain recognition for tax purposes by the transferor. It may also be advantageous for us since certain investors may be limited inthere are ownership limits that restrict the number of units that theyinvestors may purchase.own.
If the Board determines to obtain additional debt financing, we intend to do so generally through mortgages on Properties, borrowings under our revolving lines of credit or term loan facilities, or the issuance of unsecured debt. We may do this directly or through an entity owned or controlled by us. The mortgages may be non-recourse, recourse, or cross-collateralized. 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, usually limit additional indebtedness on such properties. We also have covenants on our unsecured debt that limit our total secured debt.
Typically, we invest in or form special purpose entities only to obtainassist us in obtaining permanent financing for Properties on attractive terms. Permanent financing for Properties is typicallymay be structured as a mortgage loan on onea single property, or on a group of Propertiesproperties, and generally requires us to provide a mortgage interest on the property in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we are required to create special purpose entities to own the Properties.properties. These special purpose entities are structured so that they would not be consolidated with us in the event we would ever become subject to a bankruptcy proceeding. 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 Propertiesproperties 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 Property has adopted governance principles governing its affairs and the affairs of its subsidiaries and the Simon Property Board of Directors, as well as written charters for each of the standing Committees of the Board.Board of
Directors. In addition, the Board of Directors of Simon Property has a Code of Business Conduct and Ethics, which applies to all of its officers, directors, and employees. At least a majority of the members of the Simon Property Board of Directors must qualify as independent under the listing standards for New York Stock Exchange companies and cannot be affiliated with the Simon or DeBartolo families who are significant stockholders. Any transaction between us and the Simons or the DeBartolos, including property acquisitions, service and property management agreements and retail space leases, must be approved by a majority of Simon Property's non-affiliated directors.
The sale of certain of our properties may have an adverse tax impact on the Simons or the DeBartolos and the other limited partners. In order to avoid any conflict of interest between Simon Property and our limited partners, the Simon Property charter requires that at least six of the independentnon-affiliated directors of the Board of Directors must authorize and may require us to sell any property we own. Any such sale is subject to applicable agreements with third parties. Noncompetition agreements executed by each of the Simons contain covenants limiting the ability of the Simons to participate in certain shopping center activities in North America.
Policies With Respect To Certain Other Activities
We intend to make investments which are consistent with Simon Property's qualification as a REIT, unless the Board of Directors determines that it is no longer in Simon Property's best interests to so qualify as a REIT. The Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. We have authority to offer units of our equity interests or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our units or any other securities. We may engage in such activities in the future. We may also repurchase units subject to Board approval. It is ourOur policy to not makeprohibits us from making any loans to the directors or executive officers of Simon Property for any purpose. We may make loans to the joint ventures in which we participate.
Operating Strategies
We plan to achieve our primary business objectives through a variety of methods discussed below, although we cannot assure you that we will achieve such objectives.
Leasing. We pursue a leasing strategy that includes:
Management. We draw upon our expertise gained through management of a geographically diverse Portfolio, nationally recognized as comprising high quality retail and other Properties. In doing so, we seek to maximize cash flow through a combination of:
We believe that if we are successful in our efforts to increase sales while controlling operating expenses we will be able to continue to increase base rents at the Properties.
We are the manager of substantially all our Properties held as joint venture Properties and as a result we derive revenues from management fees and other services.
Other Revenues. Due to our size, tenant and vendor relationships, we also generate revenues from the activities of:
We also generate other revenues through the sale or lease of land adjacent to our Properties commonly referred to as "outlots" or "outparcels."
International Expansion. Our investments in properties that are under operation in Europe, Japan, and Mexico are conducted through joint ventures. In Europe, we have investments in partnerships with Groupe Auchan (known as Gallerie Commerciali Italia ("GCI") in Italy) and Ivanhoe Cambridge, Inc. (known as Simon Ivanhoe S.à.r.l. ("Simon Ivanhoe") in France and Poland). In Japan, our investments are in partnerships with Mitsubishi Estate Co., Ltd. and Sojitz Corporation (formerly known as Nissho Iwai Corporation). Our Mexico investment is a joint venture with Sordo Madaleno y Asociados. We have also formed a joint venture in South Korea to develop a Premium Outlet Center. We and our partner, Shinsegae Co., Ltd. and Shinsegae International Co., Ltd. (collectively "Shinsegae"), each own 50% of this partnership. Lastly, we have formed joint ventures with Morgan Stanley Real Estate Fund ("MSREF") and SZITIC Commercial Property Co., Ltd. ("SZITIC CP") to develop five shopping centers in China. Four of these centers are currently under construction. We account for our international joint venture activities under the equity method of accounting, as defined by accounting policies generally accepted in the United States.
We believe that the expertise we have gained through the development, leasing, management, and marketing of our Properties in the United States can be utilized in retail properties abroad. There are risks inherent in international operations that may be beyond our control which are described in the following section entitled "Risk Factors."
Acquisitions
The acquisition of high quality individual properties or portfolios of properties remain an integral component of our growth strategies. On November 1, 2006, we acquired the remaining 50% interest in Mall of Georgia, a regional mall Property, from our partner for $252.6 million, including the assumption of $96.0 million of debt. As a result, we now own 100% of Mall of Georgia, and the property was consolidated as of the acquisition date.
During 2006, we also acquired an additional 15.3% net ownership in Simon Ivanhoe, increasing our ownership interest in this joint venture to 50% effective in the first quarter of 2006.
Dispositions
As part of our strategic plan to own high quality retail real estate, we continually evaluate our properties and sell those which no longer meet our strategic criteria. We may use the capital generated from these dispositions to invest in higher-quality and higher-growth properties. We believe that the sale of these non-core Properties will not have a material impact on our future results of operations or cash flows nor will their sale materially affect our ongoing operations. We expect that any earnings dilution from the sales on our results of operations from these dispositions will be offset by the positive impact of acquisition, development and redevelopment activities.
During the year ended December 31, 2006, we disposed of three consolidated properties and one joint venture property in which we held a 50% interest and accounted for under the equity method. We received net proceeds of $52.7 million and recorded our share of a net gain on the disposals totaling $12.2 million. We do not believe the sale of these properties will have a material impact on our future results of operations or cash flows. We believe the disposition of these properties will enhance the average overall quality of our Portfolio. In addition, we also received capital transaction proceeds related to a beneficial interest that we held during 2006 in a mall partnership, which resulted in an $86.5 million gain, terminating our beneficial interests in this entity.
Competition
We consider ourOur principal competitors to be tenare nine major United States or internationally publicly-held companies that own or operate regional malls, outlet centers, and other shopping centers in the United States and abroad. We also compete with many commercial developers, real estate companies and other owners of retail real estate that operate in our trade areas. Some of our Propertiesproperties and investments are of the same type and are within the same market area as competitor properties. The existence of competitive properties 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 acquisition of prime sites (including land for development and operating properties) and for tenants to occupy the space that we and our competitors develop and manage. In addition, our Propertiesproperties compete against non-physical basedother forms of retailing, such as catalog companies and e-commerce websites, that offer retail products and services.
We believe that our Portfolio is the largest, as measured by gross leasable area ("GLA"), of any publicly-traded retail real estate company. In addition, we own or have an interest in more regional malls than any other publicly-traded company. We believe that we have a competitive advantage in the retail real estate business as a result of:
Our size reduces our dependence upon individual retail tenants. Approximately 4,2005,100 different retailers occupy more than 24,00028,600 stores in our Propertiesproperties and no retail tenant represents more than 3.8%2.1% of our Properties'properties' total minimum rents.
Certain Activities
During the past three years, we have:
Employees
At January 26, 2007,28, 2008, we and our affiliates employed approximately 4,3005,100 persons at various properties and offices throughout the United States, of which approximately 1,6001,900 were part-time. Approximately 1,0001,100 of these employees were located at our corporate headquarters in Indianapolis, IN and 140150 were located at our Chelsea offices in Roseland, NJ.
Corporate Headquarters
Our corporate headquarters are located at 225 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is (317) 636-1600.
Available Information
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/Financial Information" 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 intended to be incorporated into this Annual Report on Form 10-K.
Item 1A. Risk Factors
The following factors, among others, could cause our actual results to differ materially from those contained 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, among others, may have a material adverse effect on our business, financial condition, operating results and cash flows, and you should carefully consider them. It is not possible to predict or identify all such factors. You should not consider this list to be a complete statement of all potential risks or uncertainties. Past performance should not be considered an indication ofuncertainties and we may update them in our future performance.periodic reports.
Risks Relating to Debt and the Financial Markets
We have a substantial debt burden that could affect our future operations.
As of December 31, 2006,2007, our consolidated mortgages and other indebtedness, excluding the related premium and discount, totaled $15.3$17.2 billion, of which approximately $1.7 billion$751 million matures during 2007,2008, including recurring principal amortization.amortization on mortgages maturing during 2007. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service. Our debt service costs generally will not be reduced if developments at the Property,property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the Property.property. Should such events occur, our operations may be adversely affected. If a Propertyproperty is mortgaged to secure payment of indebtedness and income from the Propertyproperty is insufficient to pay that indebtedness, the Propertyproperty could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.
We depend on external financings for our growth and ongoing debt service requirements.
We depend primarily 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 rating, the willingness of banks to lend to us and conditions in the capital markets which have experienced increasing volatility in general.recent months. We cannot assure you that we will be able to obtain the financing we need for future growth or to meet our debt service as obligations mature, or that the financing available to us will be on acceptable terms.
Adverse changes in our credit rating could affect our borrowing capacity and borrowing terms.
Our outstanding senior unsecured notes and the preferred stock of Simon Property are periodically rated by nationally recognized credit rating agencies. TheThese credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to our industry and the economic outlook in general. TheThese credit rating of our senior unsecured notes and Simon Property's preferred stockratings can also 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 our growth, adverse changes in our credit rating could have a negative effect on our future growth.
Our hedging interest rate protection arrangements may not effectively limit our interest rate risk.
We manage our exposure to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap a portion of our variable rate debt, or in the case of a fair value hedge, effectively convert fixed rate debt to variable rate debt. In addition, we refinance fixed rate debt at times when we believe rates and 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. 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 or financial condition. Termination of these hedging agreements typically involveinvolves costs, such as transaction fees or breakage costs.
Rising interest rates could adversely affect our debt service costs.
As of December 31, 2006, approximately $0.8 billion of our total consolidated debt, adjusted to reflect outstanding derivative instruments, was subject to floating interest rates. In a rising interest rate environment, these
debt service costs will increase. Increased debt service costs would adversely affect our cash flow. The impact of changes in market rates of interest on the fair value of our debt and, in turn, our future earnings and cash flows appears elsewhere in this report.
Factors Affecting Real Estate Investments and Operations
We face risks associated with the acquisition, development and expansion of properties.
We regularly acquire and develop new properties and expand and redevelop existing Properties,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. We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following:
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.
We are subject to risks related to owning retail real estate.
We are subject to risks incidental to the ownership and operation of retail real estate. These risks include, among others:
Real estate investments are relatively illiquid.
Our Propertiesproperties 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 Propertiesproperties or investments in real estate in response to any changes in economic or other conditions is limited. If we want to sell a Property,property, we cannot assure you that we will be able to dispose of it in the desired time period or that the sales price of a Propertyproperty will exceed the cost of our investment.
Environmental Risks
As owners of real estate, we can face liabilities for environmental contamination.
Federal, state and local laws and regulations relating to the protection of the environment may require us, as a current or previous owner or operator of real property, to investigate and clean up hazardous or toxic substances or petroleum product releases at a Propertyproperty or at impacted neighboring properties. These laws often impose liability regardless of whether the property owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances. These laws and regulations may require the abatement or removal of asbestos containing materials in
the event of damage, demolition or renovation, reconstruction or expansion of a Propertyproperty and also govern emissions of and exposure to asbestos fibers in the air. Those laws and regulations also govern the installation, maintenance and removal of underground storage tanks used to store waste oils or other petroleum products. Many of our Propertiesproperties 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). The costs of investigation, removal or remediation of hazardous or toxic substances may be substantial and could adversely affect our results of operations or financial condition but is not estimable. The presence of contamination, or the failure to remediate contamination, may also adversely affect our ability to sell, lease or redevelop a Propertyproperty or to borrow using a Propertyproperty as collateral.
Our efforts to identify environmental liabilities may not be successful.
Although we believe that our Portfolioportfolio is in substantial compliance with Federal, state and local environmental laws, ordinances and regulations regarding hazardous or toxic substances, this belief is based on limited testing. Nearly all of our Propertiesproperties 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 will have a material adverse effect on our results of operations or financial condition. However, we cannot assure you that:
Retail Operations Risks
We are subject to risks that affect the general retail environment.
Our concentration in the retail real estate market means that we are subject to the risks that affect the retail environment generally, including the levels of consumer spending, seasonality, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, changes in economic conditions, consumer confidence and terrorist activities. The possibility that the United States may currently be experiencing a recession could adversely affect consumer spending. Any one or more of these factors could adversely affect our results of operations or financial condition.
We may not be able to lease newly developed Propertiesproperties and renew leases and relet space at existing Properties.properties.
We may not be able to lease new Propertiesproperties to an appropriate mix of tenants or for rents that are consistent with our projections. Also, when leases for our existing Propertiesproperties 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. To the extent that our leasing plans are not achieved, our cash generated before debt repayments and capital expenditures could be adversely affected.
Some of our Propertiesproperties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of or a store closure by one or more of these tenants.
Regional malls are typically anchored by department stores and other large nationally recognized tenants. The value of some of our Propertiesproperties could be adversely affected if these tenants fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations. Department store and larger store, also referred to as "big box", consolidations typically result in the closure of existing stores or duplicate or geographically overlapping store locations. We do not control the disposition of those department stores or larger stores that we do not own. We also may not control the vacant space that is not re-leased in those stores we do own. Other tenants may be entitled to modify the terms of their existing leases in the event of such closures. The modification could be unfavorable to us as the lessor and could decrease rents or expense recovery charges. Additionally, major tenant closures may result in decreased customer traffic which could lead to decreased sales at other stores. If the sales of stores operating in our Propertiesproperties were to decline significantly due to closing of anchors, economic conditions, or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges.
In the event of default by a tenant or anchor store, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties.
We face potential adverse effects from tenants'tenant bankruptcies.
Bankruptcy filings by retailers occur frequently in the course of our operations. We are continually re-leasing vacant spaces resulting from tenant terminations. The bankruptcy of a tenant, particularly an anchor tenant, may make it more difficult to lease the remainder of the affected Properties.properties. Future tenant bankruptcies could adversely affect our Propertiesproperties or impact our ability to successfully execute our re-leasing strategy.
Risks Relating to Joint Venture Properties
We have limited control with respect to some of our Propertiesproperties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance the Properties.them.
As of December 31, 2006,2007, we owned interests in 146181 income-producing properties with other parties. Of those, 19 Propertiesproperties are included in our consolidated financial statements. We account for the other 127162 properties under the equity method of accounting, which we refer to as joint venture properties. We serve as general partner or property manager for 5893 of these 127162 properties; however, certain major decisions, such as selling or refinancing these properties, require the consent of the other owners. Of thesethe properties for which we do not serve as general partner or
property manager, 59 are in our international joint ventures. The other owners also have other participating rights that we consider substantive for purposes of determining control over the properties' assets. The remaining joint venture properties are managed by third parties. These limitations may adversely affect our ability to sell, refinance, or otherwise operate these properties.
We guaranteeThe Operating Partnership guarantees debt or otherwise provideprovides support for a number of joint venture Properties.properties.
Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture Property.property. As of December 31, 2006,2007, we havehad loan guarantees and other guarantee obligations to support $43.6$132.5 million and $19.0$60.6 million, respectively, of our total $3.5$6.6 billion share of joint venture mortgage and other indebtedness. A default by a joint venture under its debt obligations may expose us to liability under a guaranty or letter of credit.
Other Factors Affecting Our Business
Our Common Area Maintenance (CAM) contributions may not allow us to recover the majority of our operating expenses from tenants.
CAM costs typically include allocable energy costs, repairs, maintenance and capital improvements to common areas, janitorial services, administrative, property and liability insurance costs, and security costs. We historically have used leases with variable CAM provisions that adjust to reflect inflationary increases. However, we are making a concerted effort to shift from variable to fixed CAM contributions for our cost recoveries which will fix our tenants' CAM contributions to us. As a result, our CAM contributions may not allow us to recover all operating costs and, we cannot assure you that we will succeed in our efforts to recover a substantial portion of these costs in the future.operating costs.
We face a wide range of competition that could affect our ability to operate profitably.
Our Propertiesproperties compete with other retail properties for tenants on the basis of the rent charged and location. The principal competition may come from existing or future developments in the same market areas and from discount shopping centers, outlet malls, catalogues, discount shopping clubs and electronic commerce. The presence of competitive properties also affects our ability to lease space and the level of rents we can obtain. Renovations and expansions at competing malls could also negatively affect our Properties.properties.
We also compete with other retail property developers to acquire prime development sites. In addition, we compete with other retail property companies for attractive tenants and qualified management.
We expect to continue to pursueOur international expansion opportunities that may subject us to different or greater risk from those associated with our domestic operations.
We hold interests in joint venture properties that are under operation in Europe, Japan, South Korea, and Mexico. We have also established arrangements to develop joint venture properties in China, and South Korea, and expect to pursue additional expansion opportunities outside the United States. International development and ownership activities carry risks that are different from those we face with our domestic Propertiesproperties and operations. These risks include:
Although our international activities currently are a relatively small portion of our business (international properties represented less than 7%6% of the GLA of all of our properties at December 31, 2006)2007), to the extent that we expand our international activities, these risks could increase in significance which in turn could adversely affect our results of operations and financial condition.
Some of our potential losses may not be covered by insurance.
We maintain commercial general liability "all risk" property coverage including fire, flood, extended coverage and rental loss insurance on our Properties. One of ourproperties. Our captive insurance company subsidiaries indemnifiesindemnify our general liability carrier for a specific layer of losses. A similar policy written through our subsidiary also provides a portion of our initial coverage for property insurance and certain windstorm risks at the Propertiesproperties located in Florida.coastal windstorm locations. Even insured losses could result in a serious disruption to our business and delay our receipt of revenue.
There are some types of losses, including lease and other contract claims that generally are not insured. 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,property, as well as the anticipated future revenue from the Property.property. If this happens, we may still remain obligated for any mortgage debt or other financial obligations related to the Property.property.
The events of September 11, 2001 significantly affected ourWe currently maintain insurance programs. Although insurance rates remain high, since the President signed into law the Terrorism Risk Insurance Act (TRIA) in November of 2002, the pricecoverage against acts of terrorism insurance has steadily decreased, whileon all of our properties on an "all risk" basis in the available capacity has been substantially increased. We have purchased terrorism insurance covering all Properties. The program provides limitsamount of up to $1 billion per occurrence for Certified (Foreign)certified foreign acts of terrorism and $500 million per occurrence for Non-Certified (Domestic)non-certified domestic acts of terrorism. The current federal laws which provide this coverage is written on an "all risk" policy form. In Decemberare expected to operate through 2014. Despite the existence of 2005, the President signed into law the Terrorism Risk Insurance Extension Act (TRIEA) of 2005, thereby extending the federal terrorismthis insurance backstop through 2007. TRIEA narrows terms and conditions afforded by TRIA for 2006 and 2007 by: 1) excluding lines of coverage, for commercial automobile, surety, burglary and theft, farm owners' multi-peril and professional liability; 2) raising the certifiable event trigger mechanism from $5 million to $50 million during 2006 and to $100 million during 2007; and 3) increasing the deductibles and co-pays assigned to insurance companies. Upon the expiration of TRIEA in 2007, we could pay higher premiums for comparable terrorism coverage and/or obtain or be otherwise able to secure less coverage than we have currently.
Terrorist attacks may adversely affect the value of our properties.
Our higher profile Properties or markets they operate in could be potential targets for terrorism attacks, due to the large quantities of people at the Property or in the surrounding areas. Threatenedany threatened or actual terrorist attacks in these high profile markets could directly or indirectly impactadversely affect our Properties by resulting in lower property values, a decline in revenue, or a decline in customerrevenues, consumer traffic and in turn, a decline in our tenants'tenant sales.
Inflation may adversely affect our financial condition and results of operations.
Although inflation has not materially impacted our operations in the recent past, increased inflation could have a more pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our overage rents, where applicable.
Risks Relating to Federal Income Taxes
The failure of any of our subsidiaries to qualify as a REIT would have adverse tax consequences to us, our unitholders, and Simon Property.
Two of our subsidiaries have elected to be treatedqualify as a REIT. Qualification as a REIT for federal income tax purposes is governed by highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. If anyeither of thesethe REIT subsidiaries fails to qualify as a REITcomply with those provisions, and anyif available relief provisions do not apply:
As a result, net income and funds available for distribution to our unitholders would be reduced for those years in which any of thea REIT subsidiariessubsidiary fails to qualify as a REIT. Although we currently intend to operate ourthe REIT subsidiaries so as to qualify each as a REIT, we cannot assure you we will succeed or that future economic, market, legal, tax or other considerations might cause us to revoke the REIT election of anyeither of the REIT subsidiaries.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties United States Properties Our Regional malls typically contain at least one traditional department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores Premium Outlet centers generally contain a wide variety of retailers located in open-air manufacturers' outlet centers. Our The Mills portfolio consists of Mills centers, regional malls, and community centers. The 17 Mills centers generally range in size from 1.0 million to 2.3 million square feet of GLA. The Mills centers are located in major metropolitan areas and have a combination of traditional mall, outlet center, and big box retailers and entertainment uses. The 16 regional malls typically range in size from 700,000 to 1.3 million square feet of GLA and contain a wide variety of national retailers. The four community centers are adjacent to Mills centers, and contain a mix of big box and other local and national retail tenants. Community/lifestyle centers are generally unenclosed and smaller than our regional malls. Our lifestyle centers are designed to serve a larger trade area and typically contain anchor stores and other tenants that are usually national retailers among the leaders in their markets. These tenants generally occupy a significant portion of the GLA of the center. We also own traditional community shopping centers that focus primarily on value-oriented and convenience goods and services. These centers are usually anchored by a supermarket, discount retailer, or drugstore and are designed to service a neighborhood area. Finally, we own open-air centers adjacent to our regional malls designed to take advantage of the drawing power of the mall. We also have interests in 10 other shopping centers or outlet centers. These The following table provides representative data for our As of December 31, We own 100% of time, which will result in either the use of available cash or borrowings to acquire their partnership interest or the disposal of our partnership interest. The following property table summarizes certain data on our regional malls, Premium Outlet centers, the properties acquired in the Mills acquisition, and community/lifestyle centers located in the United States, including Puerto Rico, as of December 31, Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties Simon Property Group, L.P. and Subsidiaries Property Table U.S. Properties FOOTNOTES: European Investments The following summarizes our joint venture investments in Europe and the underlying countries in which these joint ventures own and operate real estate properties as of December 31, In addition, we jointly hold with a third party an interest in one parcel of land for development near Paris, France outside of these two joint ventures. Simon Ivanhoe Our properties in Europe consist primarily of hypermarket-anchored shopping centers. Substantially all of our European properties are anchored by either the hypermarket retailer Auchan, primarily in Italy, who is also our partner in GCI, or are anchored by the hypermarket Carrefour in France and Poland. Certain of Other International Investments We also hold real estate interests in The following summarizes these We also have begun construction on The following property table summarizes certain data on our properties that are under operation in Europe, Japan, Mexico, and Simon Property Group, L.P. and Subsidiaries FOOTNOTES: Land Held for Development We have direct or indirect ownership interests in Also, on December 28, 2005, we invested $50.0 million of equity for a 40% interest in a joint venture with Toll Brothers, Inc. Mortgage Financing on Properties The following table sets forth certain information regarding the mortgages and other debt encumbering our (Footnotes on following page) (Footnotes for preceding pages) Changes in Mortgages and Other Indebtedness The changes in mortgages and other indebtedness for the years ended December 31, 2007, 2006 and 2005 In October 2007, the Second Circuit Court of PropertiesU.S. properties primarily consist of regional malls, Premium Outlet centers, The Mills®, community/lifestyle centers, and other properties. Our PropertiesThese properties contain an aggregate of approximately 200242 million square feet of gross leasable area, or GLA, of which we own approximately 120.2150.8 million square feet ("Owned GLA").feet. Total estimated retail sales at the Propertiesproperties in 20062007 were approximately $53$60 billion.("Mall" stores) connecting the anchors. Additional stores ("Freestanding" stores) are usually located along the perimeter of the parking area. Our 171168 regional malls are generally enclosed centers and range in size from approximately 400,000 to 2.02.3 million square feet of GLA. Our regional malls contain in the aggregate more than 17,80018,300 occupied stores, including approximately 675 anchors, which are mostly national retailers.3638 Premium Outlet centers range in size from approximately 200,000 to 600,000850,000 square feet of GLA. The Premium Outlet centers are generally located near metropolitan areas including New York City, Los Angeles, Chicago, Boston, Washington, D.C., and San Francisco; or within 20 miles of major tourist destinations including Palm Springs, Napa Valley, Orlando, Las Vegas, and Honolulu.6967 community/lifestyle centers generally range in size from approximately 100,000 to 600,000900,000 square feet of GLA. Community/other Propertiesproperties range in size from approximately 85,000 to 300,000 square feet of GLA. The combined other PropertiesGLA and in total represent less than 1% of our total operating income before depreciation.PropertiesU.S. properties as of December 31, 2006:2007: Regional
Malls Premium
Outlet
Centers Community/
Lifestyle
Centers Other Properties % of total Property annualized base rent 80.7 % 12.8 % 6.1 % 0.4 % % of total Property GLA 82.8 % 6.9 % 9.5 % 0.8 % % of Owned Property GLA 76.0 % 11.6 % 11.1 % 1.3 % Regional
Malls Premium
Outlet
Centers Mills Portfolio
(including The
Mills and Mills
Regional Malls) Community/
Lifestyle
Centers Other Properties % of total property annualized base rent 65.9 % 11.4 % 17.5 % 4.9 % 0.3 % % of total property GLA 67.7 % 6.2 % 17.7 % 7.7 % 0.7 % % of owned property GLA 59.4 % 10.0 % 20.9 % 8.6 % 1.1 % 2006,2007, approximately 93.2%93.5% of the Mall and Freestanding Ownedowned GLA in regional malls and the retail space of the other Propertiesproperties was leased, approximately 99.4%99.7% of Ownedowned GLA in the Premium Outlet centers was leased, approximately 94.1% of the owned GLA for the Mills and 89.5% of owned GLA for the Mills regional malls was leased, and approximately 93.2%94.1% of Ownedowned GLA in the community/lifestyle centers was leased.199198 of our 286 Properties,properties, effectively control 19 Propertiesproperties in which we have a joint venture interest, and hold the remaining 68 Properties103 properties through unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 276 of our Properties.310 properties. Substantially all of our joint venture Propertiesproperties are subject to rights of first refusal, buy-sell provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Our partners in our joint ventures may initiate these provisions at any2006.2007. Gross Leasable Area Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants REGIONAL MALLS Regional Malls
1.
Alton Square
IL
Alton (St. Louis)
Fee
100.0
%
Acquired 1993
64.3
%
426,315
211,655
637,970
Macy's, JCPenney, Sears, Old Navy
Anderson Mall
SC
Anderson (Greenville)
Fee
100.0
%
Built 1972
90.2
%
353,994
191,341
545,335
Belk Ladies Fashion Store, Belk Men's & Home Store, JCPenney, Sears, Dillard's(6)2. Anderson Mall SC Anderson (Greenville) Fee 100.0 % Built 1972 95.8 % 404,394 229,988 634,382 Belk Ladies Fashion Store, Belk Men's & Home Store, JCPenney, Sears Apple Blossom Mall VA Winchester Fee 49.1 %(4) Acquired 1999 89.0 % 229,011 213,811 442,822 Belk, JCPenney, Sears, RC Theatres 3. Apple Blossom Mall VA Winchester Fee 49.1 % (4) Acquired 1999 95.9 % 229,011 213,619 442,630 Belk, JCPenney, Sears, Dick's Sporting Goods (6) Arsenal Mall MA Watertown (Boston) Fee 100.0 % Acquired 1999 94.9 % 191,395 313,268 (18) 504,663 Marshalls, The Home Depot, Linens 'n Things, Filene's Basement, Old Navy 4. Arsenal Mall MA Watertown (Boston) Fee 100.0 % Acquired 1999 95.8 % 191,395 310,130 (18) 501,525 Marshalls, The Home Depot, Linens 'n Things, Filene's Basement, Old Navy Atrium Mall MA Chestnut Hill (Boston) Fee 49.1 %(4) Acquired 1999 100.0 % — 204,568 204,568 Borders Books & Music 5. Atrium Mall MA Chestnut Hill (Boston) Fee 49.1 % (4) Acquired 1999 99.4 % — 205,751 205,751 Borders Books & Music Auburn Mall MA Auburn (Worcester) Fee 49.1 %(4) Acquired 1999 92.1 % 417,620 173,320 590,940 Macy's, Macy's Home Store, Sears 6. Auburn Mall MA Auburn (Boston) Fee 49.1 % (4) Acquired 1999 93.3 % 417,620 174,350 591,970 Macy's, Macy's Home Store, Sears Aventura Mall(1) FL Miami Beach Fee 33.3 %(4) Built 1983 93.8 % 1,116,938 662,394 1,779,332 Bloomingdale's, Macy's, Macy's Mens & Home Furniture, JCPenney, Sears, Nordstrom, AMC Theatre 7. Aventura Mall (1) FL Miami Beach Fee 33.3 % (4) Built 1983 96.1 % 1,257,638 662,622 1,920,260 Bloomingdale's, Macy's, Macy's Mens & Home Furniture, JCPenney, Sears, Nordstrom (6) Avenues, The FL Jacksonville Fee 25.0 %(4)(2) Built 1990 93.9 % 754,956 363,249 1,118,205 Belk, Dillard's, JCPenney, Belk Men and Kids, Sears 8. Avenues, The FL Jacksonville Fee 25.0 % (4) (2) Built 1990 99.1 % 754,956 362,409 1,117,365 Belk, Dillard's, JCPenney, Parisian (19), Sears Bangor Mall ME Bangor Fee 67.4 %(15) Acquired 2003 95.2 % 416,582 236,068 652,650 Macy's, JCPenney, Sears, Dick's Sporting Goods 9. Bangor Mall ME Bangor Fee 66.4 % (15) Acquired 2003 92.2 % 416,582 237,494 654,076 Macy's, JCPenney, Sears, Dick's Sporting Goods Barton Creek Square TX Austin Fee 100.0 % Built 1981 99.1 % 922,266 506,852 1,429,118 Nordstrom, Macy's, Dillard's Women's & Home, Dillard's Men's & Children's, JCPenney, Sears, General Cinema 10. Barton Creek Square TX Austin Fee 100.0 % Built 1981 97.5 % 922,266 508,229 1,430,495 Nordstrom, Macy's, Dillard's Women's & Home, Dillard's Men's & Children's, JCPenney, Sears Battlefield Mall MO Springfield Fee and Ground Lease (2056) 100.0 % Built 1970 93.9 % 770,111 432,865 1,202,976 Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears 11. Battlefield Mall MO Springfield Fee and Ground Lease (2056) 100.0 % Built 1970 92.1 % 770,111 433,482 1,203,593 Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears Bay Park Square WI Green Bay Fee 100.0 % Built 1980 98.4 % 425,773 274,380 700,153 Younkers, Elder-Beerman, Kohl's, ShopKo, Bay Park Cinema 12. Bay Park Square WI Green Bay Fee 100.0 % Built 1980 98.1 % 447,508 267,756 715,264 Younkers, Elder-Beerman, Kohl's, ShopKo Bowie Town Center MD Bowie (Washington, D.C.) Fee 100.0 % Built 2001 99.7 % 355,557 328,589 684,146 Macy's, Sears, Barnes & Noble, Bed Bath & Beyond 13. Bowie Town Center MD Bowie (Washington, D.C.) Fee 100.0 % Built 2001 99.3 % 355,557 328,588 684,145 Macy's, Sears, Barnes & Noble, Bed Bath & Beyond Boynton Beach Mall FL Boynton Beach (Miami-Fort Lauderdale) Fee 100.0 % Built 1985 87.9 % 714,210 387,830 1,102,040 Macy's, Dillard's Men's & Home, Dillard's Women, JCPenney, Sears, Muvico Theatres 14. Boynton Beach Mall FL Boynton Beach (W. Palm Beach) Fee 100.0 % Built 1985 87.7 % 714,210 300,364 1,014,574 Macy's, Dillard's Men's & Home, Dillard's Women, JCPenney, Sears Brea Mall CA Brea (Los Angeles) Fee 100.0 % Acquired 1998 96.8 % 874,802 443,902 1,318,704 Nordstrom, Macy's, JCPenney, Sears 15. Brea Mall CA Brea (Orange County) Fee 100.0 % Acquired 1998 99.6 % 874,802 443,789 1,318,591 Nordstrom, Macy's, JCPenney, Sears Broadway Square TX Tyler Fee 100.0 % Acquired 1994 98.5 % 427,730 202,122 629,852 Dillard's, JCPenney, Sears 16. Broadway Square TX Tyler Fee 100.0 % Acquired 1994 99.8 % 427,730 200,966 628,696 Dillard's, JCPenney, Sears Brunswick Square NJ East Brunswick (New York) Fee 100.0 % Built 1973 99.7 % 467,626 298,874 766,500 Macy's, JCPenney, Barnes & Noble, Mega Movies 17. Brunswick Square NJ East Brunswick (New York) Fee 100.0 % Built 1973 98.6 % 467,626 299,792 767,418 Macy's, JCPenney, Barnes & Noble Burlington Mall MA Burlington (Boston) Ground Lease (2048) 100.0 % Acquired 1998 91.0 % 642,411 537,922 1,180,333 Macy's, Lord & Taylor, Sears, Nordstrom (19), Crate & Barrel 18. Burlington Mall MA Burlington (Boston) Ground Lease (2048) 100.0 % Acquired 1998 96.8 % 642,411 432,201 1,074,612 Macy's, Lord & Taylor, Sears, Nordstrom (20) Cape Cod Mall MA Hyannis Ground Leases (2009-2073)(7) 49.1 %(4) Acquired 1999 98.0 % 420,199 303,658 723,857 Macy's, Macy's, Sears, Best Buy, Marshalls, Barnes & Noble, Regal Cinema 19. Cape Cod Mall MA Hyannis (Barnstable — Yarmouth) Ground Leases (2009-2073) (7) 49.1 % (4) Acquired 1999 98.9 % 420,199 303,618 723,817 Macy's, Macy's, Sears, Best Buy, Marshalls, Barnes & Noble Castleton Square IN Indianapolis Fee 100.0 % Built 1972 96.6 % 908,481 466,700 1,375,181 Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Borders Books & Music, AMC Theatres 20. Castleton Square IN Indianapolis Fee 100.0 % Built 1972 97.3 % 908,481 352,398 1,260,879 Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Borders Books & Music (6) Century III Mall PA West Mifflin (Pittsburgh) Fee 100.0 % Built 1979 79.5 % 831,439 459,141 (18) 1,290,580 Macy's, Macy's Furniture Galleries, JCPenney, Sears, Dick's Sporting Goods, Steve & Barry's 21. Century III Mall PA West Mifflin (Pittsburgh) Fee 100.0 % Built 1979 85.8 % 831,439 459,191 (18) 1,290,630 Macy's, Macy's Furniture Galleries, JCPenney, Sears, Dick's Sporting Goods, Steve & Barry's University Sportswear Charlottesville Fashion Square VA Charlottesville Ground Lease (2076) 100.0 % Acquired 1997 99.4 % 381,153 190,383 571,536 Belk Women's & Children's, Belk Men's & Home, JCPenney, Sears 22. Charlottesville Fashion Square VA Charlottesville Ground Lease (2076) 100.0 % Acquired 1997 100.0 % 381,153 190,533 571,686 Belk Women's & Children's, Belk Men's & Home, JCPenney, Sears Chautauqua Mall NY Lakewood (Jamestown) Fee 100.0 % Built 1971 87.2 % 213,320 219,047 432,367 Sears, JCPenney, Bon Ton, Office Max, Dipson Cinema 23. Chautauqua Mall NY Lakewood (Jamestown) Fee 100.0 % Built 1971 84.4 % 213,320 218,858 432,178 Sears, JCPenney, Bon Ton, Office Max Gross Leasable Area Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 23. Chesapeake Square VA Chesapeake (Virginia Beach-Norfolk) Fee and Ground Lease (2062) 75.0 %(12) Built 1989 93.5 % 534,760 272,783 807,543 Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears, Target
24.
Chesapeake Square
VA
Chesapeake (Norfolk — VA Beach)
Fee and Ground Lease (2062)
75.0
% (12)
Built 1989
93.0
%
534,760
271,842
806,602
Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears, Target Cielo Vista Mall TX El Paso Fee and Ground Lease (2010)(7) 100.0 % Built 1974 98.2 % 793,716 449,537 1,243,253 Macy's, Dillard's Women's & Furniture, Dillard's Men's, Children's & Home, JCPenney, Sears, Cinemark Theatres 25. Cielo Vista Mall TX El Paso Fee and Ground Lease (2012) (7) 100.0 % Built 1974 96.7 % 793,716 443,825 1,237,541 Macy's, Dillard's Women's & Furniture, Dillard's Men's, Children's & Home, JCPenney, Sears Circle Centre IN Indianapolis Property Lease (2097) 14.7 %(4)(2) Built 1995 88.1 % 350,000 432,662 (18) 782,662 Nordstrom, Carson Pirie Scott, United Artists Theatre 26. Circle Centre IN Indianapolis Property Lease (2098) 14.7 % (4) (2) Built 1995 87.0 % 350,000 435,963 (18) 785,963 Nordstrom, Carson Pirie Scott Coconut Point FL Estero (Cape Coral-Fort Myers) Fee 50.0 %(4) Built 2006 94.3 % 503,819 498,679 1,002,498 Dillard's, Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Office Max, Old Navy, PetsMart, Pier 1 Imports, Ross Dress for Less, Cost Plus World Market, T.J. Maxx, Muvico Theatres, Super Target(6) 27. Coconut Point FL Estero Fee 50.0 % (4) Built 2006 94.6 % 424,636 594,758 1,019,394 Dillard's, Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Office Max, Old Navy, PetsMart, Pier 1 Imports, Ross Dress for Less, Cost Plus World Market, T.J. Maxx Coddingtown Mall CA Santa Rosa Fee 50.0 %(4) Acquired 2005 90.4 % 547,090 261,372 808,462 Macy's, JCPenney, Gottschalk's, Whole Foods(6) 28. Coddingtown Mall CA Santa Rosa Fee 50.0 % (4) Acquired 2005 77.2 % 547,090 309,812 856,902 Macy's, JCPenney, Gottschalk's, (8) College Mall IN Bloomington Fee and Ground Lease (2048)(7) 100.0 % Built 1965 95.0 % 356,887 272,925 629,812 Macy's, Sears, Target, Dick's Sporting Goods, Bed Bath & Beyond, Old Navy 29. College Mall IN Bloomington Fee and Ground Lease (2048) (7) 100.0 % Built 1965 88.7 % 356,887 286,028 642,915 Macy's, Sears, Target, Dick's Sporting Goods, Bed Bath & Beyond, Pier One (6) Columbia Center WA Kennewick Fee 100.0 % Acquired 1987 92.2 % 408,052 365,311 773,363 Macy's, Macy's Mens & Children, JCPenney, Sears, Barnes & Noble, Regal Cinema 30. Columbia Center WA Kennewick Fee 100.0 % Acquired 1987 92.0 % 408,052 346,895 754,947 Macy's, Macy's Mens & Children, JCPenney, Sears, Toys 'R Us, Barnes & Noble Copley Place MA Boston Fee 98.1 % Acquired 2002 99.6 % 150,847 1,091,384 (18) 1,242,231 Nieman Marcus, Barneys New York 31. Copley Place MA Boston Fee 98.1 % Acquired 2002 98.0 % 150,847 1,080,822 (18) 1,231,669 Nieman Marcus, Barneys New York Coral Square FL Coral Springs (Miami-Fort Lauderdale) Fee 97.2 % Built 1984 99.7 % 648,144 297,770 945,914 Macy's Mens, Children & Home, Macy's Women, Dillard's, JCPenney, Sears 32. Coral Square FL Coral Springs (Miami — Ft. Lauderdale) Fee 97.2 % Built 1984 96.9 % 648,144 296,802 944,946 Macy's Mens, Children & Home, Macy's Women, Dillard's, JCPenney, Sears Cordova Mall FL Pensacola Fee 100.0 % Acquired 1998 94.6 % 395,875 469,150 865,025 Dillard's Men's, Dillard's Women's, Belk, Best Buy, Bed, Bath & Beyond, Cost Plus World Market, Ross Dress for Less 33. Cordova Mall FL Pensacola Fee 100.0 % Acquired 1998 90.4 % 395,875 463,085 858,960 Dillard's Men's, Dillard's Women's, Parisian (19), Best Buy, Bed, Bath & Beyond, Cost Plus World Market, Ross Dress for Less Cottonwood Mall NM Albuquerque Fee 100.0 % Built 1996 96.0 % 631,556 408,590 1,040,146 Macy's, Dillard's, JCPenney, Sears, Mervyn's, United Artists Theatre 34. Cottonwood Mall NM Albuquerque Fee 100.0 % Built 1996 96.9 % 631,556 409,278 1,040,834 Macy's, Dillard's, JCPenney, Sears, Mervyn's Crossroads Mall NE Omaha Fee 100.0 % Acquired 1994 77.8 % 522,119 188,403 710,522 Dillard's, Sears, Target, Barnes & Noble, Old Navy 35. Crossroads Mall NE Omaha Fee 100.0 % Acquired 1994 63.0 % 522,119 231,298 753,417 Dillard's, Sears, Target, Barnes & Noble, Old Navy Crystal Mall CT Waterford Fee 74.6 %(4) Acquired 1998 90.6 % 442,311 350,561 792,872 Macy's, JC Penney, Sears, Old Navy, Regal Cinema, Bed Bath & Beyond(6), Christmas Tree Store(6),(17) 36. Crystal Mall CT Waterford (New London — Norwich) Fee 74.6 % (4) Acquired 1998 92.1 % 442,311 351,861 794,172 Macy's, JC Penney, Sears, Old Navy, (17) Crystal River Mall FL Crystal River Fee 100.0 % Built 1990 89.0 % 302,495 121,804 424,299 JCPenney, Sears, Belk, Kmart, Gottschalk's 37. Crystal River Mall FL Crystal River Fee 100.0 % Built 1990 76.5 % 302,495 121,844 424,339 JCPenney, Sears, Belk, Kmart Dadeland Mall FL Miami Fee 50.0 %(4) Acquired 1997 97.2 % 1,132,072 337,869 1,469,941 Saks Fifth Avenue, Nordstrom, Macy's, Macy's Children & Home, JCPenney 38. Dadeland Mall FL Miami Fee 50.0 % (4) Acquired 1997 96.9 % 1,132,072 335,524 1,467,596 Saks Fifth Avenue, Nordstrom, Macy's, Macy's Children & Home, JCPenney DeSoto Square FL Bradenton (Sarasota-Bradenton) Fee 100.0 % Built 1973 98.1 % 435,467 244,119 679,586 Macy's, Dillard's, JCPenney, Sears 39. DeSoto Square FL Bradenton (Sarasota — Bradenton) Fee 100.0 % Built 1973 96.9 % 435,467 244,499 679,966 Macy's, Dillard's, JCPenney, Sears Domain, The TX Austin Fee 100.0 % Built 2006 91.1 % 220,000 411,118 (18) 631,118 Neiman Marcus, Macy's, Borders Books & Music, Oakville Grocery, Village Roadshow 40. Eastland Mall IN Evansville Fee 50.0 % (4) Acquired 1998 94.8 % 489,144 375,307 864,451 Macy's, JCPenney, Bed Bath & Beyond, Marshalls, Dillard's (6) Eastland Mall IN Evansville Fee 50.0 %(4) Acquired 1998 93.5 % 489,144 375,242 864,386 Macy's, JCPenney, Dillard's 41. Edison Mall FL Fort Myers Fee 100.0 % Acquired 1997 93.0 % 742,667 310,695 1,053,362 Dillard's, Macy's Mens, Children & Home, Macy's Women, JCPenney, Sears Edison Mall FL Fort Myers Fee 100.0 % Acquired 1997 97.9 % 742,667 309,342 1,052,009 Dillard's, Macy's Mens, Children & Home, Macy's Women, JCPenney, Sears 42. Emerald Square MA North Attleboro (Providence — Fall River) Fee 49.1 % (4) Acquired 1999 94.2 % 647,372 375,125 1,022,497 Macy's, Macy's Mens & Home Store, JCPenney, Sears Emerald Square MA North Attleboro (Providence—RI-New Bedford) Fee 49.1 %(4) Acquired 1999 94.4 % 647,372 374,955 1,022,327 Macy's, Macy's Mens & Home Store, JCPenney, Sears 43. Empire Mall(2) SD Sioux Falls Fee and Ground Lease (2013)(7) 50.0 %(4) Acquired 1998 93.9 % 497,341 547,880 1,045,221 Macy's, Younkers, JCPenney, Sears, Gordmans, Old Navy Gross Leasable Area Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants Ownership
Interest
(Expiration if
Lease)(3)
43.
Empire Mall (1)
SD
Sioux Falls
Fee and Ground Lease (2033) (7)
50.0
% (4)
Acquired 1998
92.4
%
497,341
548,004
1,045,345
Macy's, Younkers, JCPenney, Sears, Gordmans, Old Navy Property Name State City (CBSA) Ownership
Interest
(Expiration if
Lease)(3) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 44. Fashion Centre at Pentagon City, The VA Arlington (Washington, DC) Fee 42.5 % (4) Built 1989 98.0 % 472,729 517,384 (18) 990,113 Nordstrom, Macy's Fashion Centre at Pentagon City, The VA Arlington (Washington, DC) 42.5 %(4) Built 1989 95.7 % 472,729 521,516 (18) 994,245 Nordstrom, Macy's 45. Fashion Mall at Keystone IN Indianapolis Ground Lease (2067) 100.0 % Acquired 1997 99.0 % 249,721 433,601 (18) 683,322 Saks Fifth Avenue, Parisian (16), Crate & Barrel, Nordstrom (20) Fashion Mall at Keystone IN Indianapolis Ground Lease (2067) 100.0 % Acquired 1997 96.7 % 120,000 433,721 (18) 553,721 Saks Fifth Avenue, Crate & Barrel, Nordstrom (19), Keystone Art Cinema 46. Fashion Valley Mall CA San Diego Fee 50.0 % (4) Acquired 2001 100.0 % 1,053,305 655,681 1,708,986 Saks Fifth Avenue, Neiman-Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney Fashion Valley Mall CA San Diego Fee 50.0 %(4) Acquired 2001 98.7 % 1,053,305 654,841 1,708,146 Saks Fifth Avenue, Neiman-Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres 47. Firewheel Town Center TX Garland Fee 100.0 % Built 2005 95.7 % 298,857 618,845 (18) 917,702 Dillard's, Macy's, Barnes & Noble, Circuit City, Linens 'n Things, Old Navy, Pier One, DSW, Cost Plus World Market Firewheel Town Center TX Garland (Dallas-Forth Worth) Fee 100.0 % Built 2005 94.0 % 295,532 615,917 (18) 911,449 Dillard's, Macy's, Barnes & Noble, Circuit City, Linens 'n Things, Old Navy, Pier One, DSW, Cost Plus World Market, AMC Theatres, Dick's Sporting Goods(6) 48. Florida Mall, The FL Orlando Fee 50.0 % (4) Built 1986 99.8 % 1,232,416 615,288 1,847,704 Saks Fifth Avenue, Nordstrom, Macy's, Dillard's, JCPenney, Sears, (8) Florida Mall, The FL Orlando Fee 50.0 %(4) Built 1986 99.3 % 1,092,465 616,840 1,709,305 Saks Fifth Avenue, Nordstrom, Macy's, Dillard's, JCPenney, Sears,(8) 49. Forest Mall WI Fond Du Lac Fee 100.0 % Built 1973 93.4 % 327,260 174,031 501,291 JCPenney, Kohl's, Younkers, Sears Forest Mall WI Fond Du Lac Fee 100.0 % Built 1973 92.6 % 327,260 173,314 500,574 JCPenney, Kohl's, Younkers, Sears, Cinema I & II 50. Forum Shops at Caesars, The NV Las Vegas Ground Lease (2050) 100.0 % Built 1992 99.4 % — 635,939 635,939 Forum Shops at Caesars, The NV Las Vegas Ground Lease (2050) 100.0 % Built 1992 99.7 % — 635,258 635,258 51. Galleria, The TX Houston Fee and Ground Lease (2029) (7) 31.5 % (4) Acquired 2002 93.9 % 1,164,982 1,185,561 2,350,543 Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's (2 locations), Borders Books & Music, University Club Galleria, The TX Houston Fee and Ground Lease (2029) 31.5 %(4) Acquired 2002 95.8 % 1,233,802 1,113,396 2,347,198 Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's (2 locations), Borders Books & Music, University Club 52. Granite Run Mall PA Media (Philadelphia) Fee 50.0 % (4) Acquired 1998 90.9 % 500,809 535,456 1,036,265 JCPenney, Sears, Boscov's Granite Run Mall PA Media (Philadelphia) Fee 50.0 %(4) Acquired 1998 86.7 % 500,809 535,357 1,036,166 JCPenney, Sears, Boscov's, Granite Run 8 Theatres 53. Great Lakes Mall OH Mentor (Cleveland) Fee 100.0 % Built 1961 90.0 % 879,300 378,525 1,257,825 Dillard's Men's, Dillard's Women's, Macy's, JCPenney, Sears Great Lakes Mall OH Mentor (Cleveland) Fee 100.0 % Built 1961 91.3 % 879,300 378,457 1,257,757 Dillard's Men's, Dillard's Women's, Macy's, JCPenney, Sears, Atlas Cinema 54. Greendale Mall MA Worcester (Boston) Fee and Ground Lease (2009) (7) 49.1 % (4) Acquired 1999 92.6 % 132,634 298,732 (18) 431,366 Marshalls, T.J. Maxx 'N More, Best Buy, DSW Greendale Mall MA Worcester (Boston) Fee and Ground Lease (2009)(7) 49.1 %(4) Acquired 1999 91.0 % 132,634 298,632 (18) 431,266 T.J. Maxx 'N More, Best Buy, DSW(8) 55. Greenwood Park Mall IN Greenwood (Indianapolis) Fee 100.0 % Acquired 1979 99.0 % 754,928 408,820 1,163,748 Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble (6) Greenwood Park Mall IN Greenwood (Indianapolis) Fee 100.0 % Acquired 1979 97.5 % 754,928 488,598 1,243,526 Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble, AMC Theatres 56. Gulf View Square FL Port Richey (Tampa — St. Pete) Fee 100.0 % Built 1980 98.4 % 461,852 292,028 753,880 Macy's, Dillard's, JCPenney, Sears, Best Buy, Linens 'n Things Gulf View Square FL Port Richey (Tampa-St. Pete) Fee 100.0 % Built 1980 99.8 % 461,852 291,977 753,829 Macy's, Dillard's, JCPenney, Sears, Best Buy, Linens 'n Things 57. Gwinnett Place GA Duluth (Atlanta) Fee 50.0 % (4) Acquired 1998 89.5 % 843,609 434,254 1,277,863 Macy's, Parisian (19), JCPenney, Sears, (17) Gwinnett Place GA Duluth (Atlanta) Fee 75.0 % Acquired 1998 87.1 % 843,609 434,300 1,277,909 Belk, JCPenney, Macy's, Sears, Gwinnett Place Cinema,(8) 58. Haywood Mall SC Greenville Fee and Ground Lease (2017) (7) 100.0 % Acquired 1998 98.3 % 902,400 328,159 1,230,559 Macy's, Dillard's, JCPenney, Sears, Belk Haywood Mall SC Greenville Fee and Ground Lease (2017)(7) 100.0 % Acquired 1998 99.4 % 902,400 328,787 1,231,187 Macy's, Dillard's, JCPenney, Sears, Belk 59. Highland Mall (1) TX Austin Fee and Ground Lease (2070) 50.0 % (4) Acquired 1998 86.2 % 732,000 359,126 1,091,126 Dillard's Women's & Home, Dillard's Men's & Children's, Macy's Highland Mall(1) TX Austin Fee and Ground Lease (2070) 50.0 %(4) Acquired 1998 77.6 % 732,000 359,199 1,091,199 Dillard's Women's & Home, Dillard's Men's & Children's, Macy's 60. Independence Center MO Independence (Kansas City) Fee 100.0 % Acquired 1994 98.6 % 499,284 526,154 1,025,438 Dillard's, Macy's, Sears Independence Center MO Independence (Kansas City) Fee 100.0 % Acquired 1994 99.2 % 499,284 532,844 1,032,128 Dillard's, Macy's, Sears 61. Indian River Mall FL Vero Beach Fee 50.0 % (4) Built 1996 94.9 % 445,552 302,881 748,433 Dillard's, Macy's, JCPenney, Sears Indian River Mall FL Vero Beach Fee 50.0 %(4) Built 1996 94.5 % 445,552 302,881 748,433 Dillard's, Macy's, JCPenney, Sears, AMC Theatres 62. Ingram Park Mall TX San Antonio Fee 100.0 % Built 1979 93.9 % 750,888 375,484 1,126,372 Dillard's, Dillard's Home Store, Macy's, JCPenney, Sears, Bealls Ingram Park Mall TX San Antonio Fee 100.0 % Built 1979 96.3 % 750,888 375,483 1,126,371 Dillard's, Dillard's Home Store, Macy's, JCPenney, Sears, Bealls 63. Irving Mall TX Irving (Dallas — Ft. Worth) Fee 100.0 % Built 1971 98.1 % 637,415 406,712 1,044,127 Macy's, Dillard's, Sears, Circuit City, Burlington Coat Factory, (8) Irving Mall TX Irving (Dallas-Fort Worth) Fee 100.0 % Built 1971 96.3 % 637,415 404,920 1,042,335 Macy's, Dillard's, Sears, Circuit City, Burlington Coat Factory, Steve & Barry's, General Cinema, (20) 64. Jefferson Valley Mall NY Yorktown Heights (New York) Fee 100.0 % Built 1983 96.3 % 310,095 278,290 588,385 Macy's, Sears Gross Leasable Area Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 64. Jefferson Valley Mall NY Yorktown Heights (New York) Fee 100.0 % Built 1983 93.0 % 310,095 277,988 588,083 Macy's, Sears, H&M, Movies at Jefferson Valley
65.
King of Prussia Mall
PA
King of Prussia (Philadelphia)
Fee
12.4
% (4) (15)
Acquired 2003
96.4
%
1,545,812
1,065,157
(18)
2,610,969
Neiman Marcus, Bloomingdale's, Nordstrom, Lord & Taylor, Macy's (Plaza), Macy's (Court), JCPenney, Sears King of Prussia Mall PA King of Prussia (Philadelphia) Fee 12.4 %(4) (15) Acquired 2003 96.3 % 1,545,812 1,068,085 (18) 2,613,897 Neiman Marcus, Bloomingdale's, Nordstrom, Lord & Taylor, Macy's (Plaza), Macy's (Court), JCPenney, Sears, Crate & Barrel(8) 66. Knoxville Center TN Knoxville Fee 100.0 % Built 1984 94.0 % 597,028 384,086 981,114 Dillard's, JCPenney, Belk, Sears, The Rush Fitness Center Knoxville Center TN Knoxville Fee 100.0 % Built 1984 90.5 % 597,028 384,569 981,597 JCPenney, Belk, Sears, The Rush Fitness Center, Regal Cinema, Dillard's(8) 67. La Plaza Mall TX McAllen Fee and Ground Lease (2040) (7) 100.0 % Built 1976 99.9 % 776,397 427,124 1,203,521 Macy's, Macy's Home Store, Dillard's, JCPenney, Sears, Bealls, Joe Brand La Plaza Mall TX McAllen Fee and Ground Lease (2040)(7) 100.0 % Built 1976 93.1 % 776,397 426,362 1,202,759 Macy's, Macy's Home Store, Dillard's, JCPenney, Sears, Joe Brand 68. Lafayette Square IN Indianapolis Fee 100.0 % Built 1968 81.4 % 937,223 269,504 1,206,727 Macy's, Sears, Burlington Coat Factory, Steve & Barry's University Sportswear, (8) Laguna Hills Mall CA Laguna Hills (Los Angeles) Fee 100.0 % Acquired 1997 93.6 % 536,500 330,506 867,006 Macy's, JCPenney, Sears, Laguna Hills Cinema, Nordstrom Rack(6), Ulta(6) 69. Laguna Hills Mall CA Laguna Hills (Orange County) Fee 100.0 % Acquired 1997 88.6 % 536,500 329,260 865,760 Macy's, JCPenney, Sears Lake Square Mall FL Leesburg (Orlando) Fee 50.0 %(4) Acquired 1998 83.3 % 296,037 239,982 536,019 JCPenney, Sears, Belk, Target, AMC Theatres, Books-A-Million 70. Lake Square Mall FL Leesburg (Orlando) Fee 50.0 % (4) Acquired 1998 85.3 % 296,037 264,953 560,990 JCPenney, Sears, Belk, Target, Best Buy (6) Lakeline Mall TX Cedar Park (Austin) Fee 100.0 % Built 1995 95.8 % 745,179 352,513 1,097,692 Dillard's, Macy's, JCPenney, Sears, Regal Cinema 71. Lakeline Mall TX Austin Fee 100.0 % Built 1995 97.3 % 745,179 355,783 1,100,962 Dillard's, Macy's, JCPenney, Sears Lehigh Valley Mall PA Whitehall (Allentown—Bethlehem) Fee 37.6 %(4) (15) Acquired 2003 99.1 % 564,353 593,841 (18) 1,158,194 Macy's, Boscov's, JCPenney, Linens 'n Things, Barnes & Noble 72. Lehigh Valley Mall PA Whitehall (Allentown — Bethlehem) Fee 37.6 % (4) (15) Acquired 2003 98.7 % 564,353 482,855 (18) 1,047,208 Macy's, Boscov's, JCPenney, Linens 'n Things, Barnes & Noble (6) Lenox Square GA Atlanta Fee 100.0 % Acquired 1998 90.6 % 873,580 665,010 (18) 1,538,590 Neiman Marcus, Bloomingdale's, Macy's, Crate & Barrel 73. Lenox Square GA Atlanta Fee 100.0 % Acquired 1998 93.3 % 821,356 628,752 1,450,108 Neiman Marcus, Bloomingdale's, Macy's Liberty Tree Mall MA Danvers (Boston) Fee 49.1 %(4) Acquired 1999 91.3 % 498,000 358,291 856,291 Marshalls, The Sports Authority, Target, Bed, Bath & Beyond, Kohl's, Best Buy, Staples, AC Moore, Old Navy, Pier 1 Imports, K&G Fashion Superstore, Gottschalk's, Lowes Theatre 74. Liberty Tree Mall MA Danvers (Boston) Fee 49.1 % (4) Acquired 1999 97.7 % 498,000 359,251 857,251 Marshalls, The Sports Authority, Target, Bed, Bath & Beyond, Kohl's, Super Stop & Shop, Best Buy, Staples, AC Moore, Old Navy, Pier 1 Imports, K&G Fashion Superstore Lima Mall OH Lima Fee 100.0 % Built 1965 90.6 % 541,861 203,650 745,511 Macy's, JCPenney, Elder-Beerman, Sears 75. Lima Mall OH Lima Fee 100.0 % Built 1965 95.2 % 541,861 203,770 745,631 Macy's, JCPenney, Elder-Beerman, Sears Lincolnwood Town Center IL Lincolnwood (Chicago) Fee 100.0 % Built 1990 96.7 % 220,830 201,033 421,863 Kohl's, Carson Pirie Scott 76. Lincolnwood Town Center IL Lincolnwood (Chicago) Fee 100.0 % Built 1990 94.0 % 220,830 201,110 421,940 Kohl's, Carson Pirie Scott Lindale Mall(1) IA Cedar Rapids Fee 50.0 %(4) Acquired 1998 85.4 % 305,563 387,862 693,425 Von Maur, Sears, Younkers 77. Lindale Mall (1) IA Cedar Rapids Fee 50.0 % (4) Acquired 1998 84.3 % 305,563 388,024 693,587 Von Maur, Sears, Younkers Livingston Mall NJ Livingston (New York) Fee 100.0 % Acquired 1998 95.4 % 616,128 338,851 954,979 Macy's, Lord & Taylor, Sears, Steve & Barry's, Barnes & Noble(6), Modell's Sporting Goods(6) 78. Livingston Mall NJ Livingston (New York) Fee 100.0 % Acquired 1998 96.3 % 616,128 363,871 979,999 Macy's, Lord & Taylor, Sears, Steve & Barry's Longview Mall TX Longview Fee 100.0 % Built 1978 87.2 % 440,917 209,283 650,200 Dillard's, JCPenney, Sears, Bealls,(17) 79. Longview Mall TX Longview Fee 100.0 % Built 1978 87.1 % 402,843 209,472 612,315 Dillard's, JCPenney, Sears, Bealls, (17) Mall at Chestnut Hill MA Chestnut Hill (Boston) Lease (2039)(9) 47.2 %(4) Acquired 2002 97.9 % 297,253 180,181 477,434 Bloomingdale's, Bloomingdale's Home Furnishing and Men's Store 80. Mall at Chestnut Hill MA Newton (Boston) Lease (2039) (9) 47.2 % (4) Acquired 2002 97.0 % 297,253 180,109 477,362 Bloomingdale's, Bloomingdale's Home Furnishing and Men's Store Mall at Rockingham Park, The NH Salem (Boston) Fee 24.6 %(4) Acquired 1999 99.9 % 638,111 382,059 1,020,170 JCPenney, Sears, Macy's(8) 81. Mall at Rockingham Park, The NH Salem (Boston) Fee 24.6 % (4) Acquired 1999 97.5 % 638,111 381,676 1,019,787 Macy's, JCPenney, Sears, (8) Mall at The Source, The NY Westbury (New York) Fee 25.5 %(4)(2) Built 1997 96.9 % 210,798 516,222 727,020 Fortunoff, Off 5th-Saks Fifth Avenue, Nordstrom Rack, Circuit City, David's Bridal, Steve & Barry's, Golf Galaxy 82. Mall at The Source, The NY Westbury (New York) Fee 25.5 % (4) (2) Built 1997 96.0 % 210,798 515,250 726,048 Fortunoff, Off 5th-Saks Fifth Avenue, Nordstrom Rack, Circuit City, David's Bridal, Steve & Barry's, Golf Galaxy Mall of Georgia GA Buford (Atlanta) Fee 100.0 % Built 1999 98.2 % 1,069,590 723,886 1,793,476 Nordstrom, Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Haverty's Furniture, Bed Bath & Beyond, Regal Cinema 83. Mall of Georgia GA Buford (Atlanta) Fee 100.0 % Built 1999 91.8 % 1,069,590 716,341 1,785,931 Nordstrom, Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Haverty's Furniture, Bed Bath & Beyond Mall of New Hampshire, The NH Manchester Fee 49.1 %(4) Acquired 1999 97.8 % 444,889 362,874 807,763 Macy's, JCPenney, Sears, Best Buy, Old Navy, A.C. Moore 84. Mall of New Hampshire NH Manchester (Boston) Fee 49.1 % (4) Acquired 1999 97.9 % 444,889 362,807 807,696 Macy's, JCPenney, Sears, Best Buy, Old Navy, A.C. Moore Maplewood Mall MN Minneapolis Fee 100.0 % Acquired 2002 98.2 % 588,822 341,702 930,524 Macy's, JCPenney, Sears, Kohl's, Barnes & Noble 85. Maplewood Mall MN Minneapolis Fee 100.0 % Acquired 2002 92.0 % 588,822 341,972 930,794 Macy's, JCPenney, Sears, Kohl's, Barnes & Noble 86. Markland Mall IN Kokomo Ground Lease (2041) 100.0 % Built 1968 94.8 % 273,094 141,692 414,786 Sears, Target, (8) Gross Leasable Area Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 85. Markland Mall IN Kokomo Ground Lease (2041) 100.0 % Built 1968 93.7 % 273,094 120,602 393,696 Sears, Target, MC Sporting Goods(6)(8) 86. McCain Mall AR N. Little Rock Fee and Ground Lease (2032)(10) 100.0 % Built 1973 96.1 % 554,156 221,463 775,619 Dillard's, JCPenney, Sears,(8)
87.
McCain Mall
AR
N. Little Rock
Fee and Ground Lease (2032) (10)
100.0
%
Built 1973
93.5
%
554,156
221,474
775,630
Dillard's, JCPenney, Sears, M.M. Cohn Melbourne Square FL Melbourne Fee 100.0 % Built 1982 83.9 % 416,167 294,331 710,498 Macy's, Dillard's Men's, Children's & Home, Dillard's Women's, JCPenney, Dick's Sporting Goods, Circuit City 88. Melbourne Square FL Melbourne Fee 100.0 % Built 1982 90.5 % 416,167 294,373 710,540 Macy's, Dillard's Men's, Children's & Home, Dillard's Women's, JCPenney, Dick's Sporting Goods, Circuit City Menlo Park Mall NJ Edison (New York) Fee 100.0 % Acquired 1997 97.4 % 527,591 794,480 (18) 1,322,071 Nordstrom, Macy's, Barnes & Noble, Steve & Barry's, Cineplex Odeon 89. Menlo Park Mall NJ Edison (New York) Fee 100.0 % Acquired 1997 95.4 % 527,591 756,358 (18) 1,283,949 Nordstrom, Macy's, Barnes & Noble, Steve & Barry's Mesa Mall(1) CO Grand Junction Fee 50.0 %(4) Acquired 1998 83.0 % 441,208 441,532 882,740 Sears, Herberger's, JCPenney, Target, Mervyn's 90. Mesa Mall (1) CO Grand Junction Fee 50.0 % (4) Acquired 1998 89.2 % 441,208 443,015 884,223 Sears, Herberger's, JCPenney, Target, Mervyn's Miami International Mall FL Miami Fee 47.8 %(4) Built 1982 95.6 % 778,784 294,765 1,073,549 Macy's Mens & Home, Macy's Women & Children, Dillard's, JCPenney, Sears 91. Miami International Mall FL South Miami Fee 47.8 % (4) Built 1982 97.5 % 778,784 294,825 1,073,609 Macy's Mens & Home, Macy's Women & Children, Dillard's, JCPenney, Sears Midland Park Mall TX Midland Fee 100.0 % Built 1980 90.0 % 339,113 279,216 618,329 Dillard's, Dillard's Mens & Juniors, JCPenney, Sears, Bealls, Ross Dress for Less 92. Midland Park Mall TX Midland Fee 100.0 % Built 1980 92.3 % 339,113 279,430 618,543 Dillard's, Dillard's Mens & Juniors, JCPenney, Sears, Bealls, Ross Dress for Less Miller Hill Mall MN Duluth Ground Lease (2013) 100.0 % Built 1973 96.5 % 429,508 361,507 791,015 JCPenney, Sears, Younkers, Barnes & Noble, Old Navy, DSW 93. Miller Hill Mall MN Duluth Ground Lease (2008) 100.0 % Built 1973 97.4 % 429,508 379,884 809,392 JCPenney, Sears, Younkers, Barnes & Noble, Old Navy, DSW Montgomery Mall PA North Wales (Philadelphia) Fee 60.0 %(15) Acquired 2003 90.0 % 684,855 408,873 1,093,728 Macy's, JCPenney, Sears, Boscov's, Dick's Sporting Goods(6) 94. Montgomery Mall PA Montgomeryville (Philadelphia) Fee 53.5 % (15) Acquired 2003 90.9 % 684,855 434,306 1,119,161 Macy's, JCPenney, Sears, Boscov's Muncie Mall IN Muncie Fee 100.0 % Built 1970 90.3 % 435,756 203,993 639,749 Macy's, JCPenney, Sears, Elder Beerman 95. Muncie Mall IN Muncie Fee 100.0 % Built 1970 90.5 % 435,756 204,894 640,650 Macy's, JCPenney, Sears, Elder Beerman Nanuet Mall NY Nanuet (New York) Fee 100.0 % Acquired 1998 66.7 % 583,711 331,263 914,974 Macy's, Boscov's, Sears 96. Nanuet Mall NY Nanuet (New York) Fee 100.0 % Acquired 1998 74.7 % 583,711 331,764 915,475 Macy's, Boscov's, Sears North East Mall TX Hurst (Dallas-Fort Worth) Fee 100.0 % Built 1971 95.6 % 1,191,930 452,245 1,644,175 Nordstrom, Dillard's, Macy's, JCPenney, Sears, Dick's Sporting Goods, Rave Theatre 97. North East Mall TX Hurst (Dallas — Ft. Worth) Fee 100.0 % Built 1971 95.2 % 1,194,589 452,659 1,647,248 Nordstrom, Dillard's, Macy's, JCPenney, Sears, Dick's Sporting Goods (6) Northfield Square Mall IL Bourbonnais Fee 31.6 %(12) Built 1990 76.4 % 310,994 246,540 557,534 Carson Pirie Scott Women's, Carson Pirie Scott Men's, Children's & Home, JCPenney, Sears, Cinemark Movies 10 98. Northfield Square Mall IL Bourbonnais (Chicago) Fee 31.6 % (12) Built 1990 79.0 % 310,994 246,672 557,666 Carson Pirie Scott Women's, Carson Pirie Scott Men's, Children's & Home, JCPenney, Sears Northgate Mall WA Seattle Fee 100.0 % Acquired 1987 96.6 % 612,073 395,328 1,007,401 Nordstrom, Macy's, JCPenney, Toys 'R Us, Barnes & Noble, Bed Bath & Beyond(6), DSW 99. Northgate Mall WA Seattle Fee 100.0 % Acquired 1987 98.2 % 688,391 291,003 979,394 Nordstrom, Macy's, JCPenney, Toys 'R Us, Barnes & Noble (6), Bed Bath & Beyond (6), DSW (6) Northlake Mall GA Atlanta Fee 100.0 % Acquired 1998 97.9 % 665,745 296,457 962,202 Macy's, JCPenney, Sears, Kohl's(6) 100. Northlake Mall GA Atlanta Fee 100.0 % Acquired 1998 96.4 % 665,745 296,626 962,371 Macy's, Parisian (19), JCPenney, Sears NorthPark Mall IA Davenport Fee 50.0 %(4) Acquired 1998 86.0 % 650,456 422,579 1,073,035 Dillard's, Von Maur, Younkers, JCPenney, Sears 101. NorthPark Mall IA Davenport Fee 50.0 % (4) Acquired 1998 84.7 % 650,456 423,484 1,073,940 Dillard's, Von Maur, Younkers, JCPenney, Sears Northshore Mall MA Peabody (Boston) Fee 49.1 %(4) Acquired 1999 89.8 % 677,433 692,439 1,369,872 JCPenney, Sears, Filene's Basement, Nordstrom (19), Macy's Home(6) 102. Northshore Mall MA Peabody (Boston) Fee 49.1 % (4) Acquired 1999 91.3 % 677,433 688,876 1,366,309 Macy's, JCPenney, Sears, Filene's Basement, Nordstrom (20), Macy's Home (6) Northwoods Mall IL Peoria Fee 100.0 % Acquired 1983 96.1 % 472,969 221,040 694,009 Macy's, JCPenney, Sears 103. Northwoods Mall IL Peoria Fee 100.0 % Acquired 1983 93.8 % 472,969 221,068 694,037 Macy's, JCPenney, Sears Oak Court Mall TN Memphis Fee 100.0 % Acquired 1997 93.3 % 532,817 314,812 (18) 847,629 Dillard's, Dillard's Mens, Macy's 104. Oak Court Mall TN Memphis Fee 100.0 % Acquired 1997 91.3 % 532,817 314,264 (18) 847,081 Dillard's, Dillard's Mens, Macy's Ocean County Mall NJ Toms River (New York) Fee 100.0 % Acquired 1998 95.7 % 616,443 274,402 890,845 Macy's, Boscov's, JCPenney, Sears 105. Ocean County Mall NJ Toms River (New York) Fee 100.0 % Acquired 1998 93.9 % 616,443 274,856 891,299 Macy's, Boscov's, JCPenney, Sears Orange Park Mall FL Orange Park (Jacksonville) Fee 100.0 % Acquired 1994 95.2 % 576,051 382,956 959,007 Dillard's, JCPenney, Sears, Belk, Dick's Sporting Goods, AMC Theatres 106. Orange Park Mall FL Orange Park (Jacksonville) Fee 100.0 % Acquired 1994 94.8 % 528,551 381,658 910,209 Dillard's, JCPenney, Sears, Belk, Dick's Sporting Goods (6) Orland Square IL Orland Park (Chicago) Fee 100.0 % Acquired 1997 98.7 % 773,295 438,011 1,211,306 Macy's, Carson Pirie Scott, JCPenney, Sears, Pitt Theatres 107. Orland Square IL Orland Park (Chicago) Fee 100.0 % Acquired 1997 98.2 % 773,295 437,045 1,210,340 Macy's, Carson Pirie Scott, JCPenney, Sears 108. Oxford Valley Mall PA Langhorne (Philadelphia) Fee 63.2 % (15) Acquired 2003 94.0 % 762,558 558,957 (18) 1,321,515 Macy's, JCPenney, Sears, Boscov's 109. Paddock Mall FL Ocala Fee 100.0 % Built 1980 93.7 % 387,378 167,723 555,101 Macy's, JCPenney, Sears, Belk 110. Palm Beach Mall FL West Palm Beach Fee 100.0 % Built 1967 92.2 % 749,288 335,086 1,084,374 Dillard's, Macy's, JCPenney, Sears, Borders Books & Music, DSW 111. Penn Square Mall OK Oklahoma City Ground Lease (2060) 94.5 % Acquired 2002 99.4 % 588,137 462,542 1,050,679 Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney 112. Pheasant Lane Mall NH Nashua (Boston) (14) (14) Acquired 2002 96.7 % 675,759 313,615 989,374 Macy's, JCPenney, Sears, Target Gross Leasable Area Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 107. Oxford Valley Mall PA Langhorne (Philadelphia) Fee 63.2 %(15) Acquired 2003 96.0 % 762,558 556,333 (18) 1,318,891 Macy's, JCPenney, Sears, Boscov's, United Artists Theatre 108. Paddock Mall FL Ocala Fee 100.0 % Built 1980 92.9 % 387,378 168,111 555,489 Macy's, JCPenney, Sears, Belk 109. Palm Beach Mall FL West Palm Beach (Miami-Fort Lauderdale) Fee 100.0 % Built 1967 82.3 % 749,288 335,023 1,084,311 Dillard's, Macy's, JCPenney, Sears, Borders Books & Music, DSW 110. Penn Square Mall OK Oklahoma City Ground Lease (2060) 94.5 % Acquired 2002 97.3 % 588,137 462,399 1,050,536 Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Dickinson Theatre 111. Pheasant Lane Mall NH Nashua (Manchester) (14) (14) Acquired 2002 97.0 % 555,474 313,095 868,569 JCPenney, Sears, Target(8) 112. Phipps Plaza GA Atlanta Fee 100.0 % Acquired 1998 96.3 % 472,385 346,240 818,625 Saks Fifth Avenue, Nordstrom, Belk, AMC Theatres
113.
Phipps Plaza
GA
Atlanta
Fee
100.0
%
Acquired 1998
98.9
%
472,385
347,202
819,587
Saks Fifth Avenue, Nordstrom, Parisian (19) Plaza Carolina PR Carolina (San Juan) Fee 100.0 % Acquired 2004 97.9 % 504,796 592,267 (18) 1,097,063 JCPenney, Sears, Cinevista 114. Plaza Carolina PR Carolina (San Juan) Fee 100.0 % Acquired 2004 97.1 % 504,796 609,476 (18) 1,114,272 JCPenney, Sears Port Charlotte Town Center FL Port Charlotte (Punta Gorda) Fee 80.0 %(12) Built 1989 86.9 % 458,251 322,000 780,251 Dillard's, Macy's, JCPenney, Bealls, Sears, DSW, Regal Cinema 115. Port Charlotte Town Center FL Port Charlotte (Punta Gorda) Fee 80.0 % (12) Built 1989 87.6 % 458,251 323,692 781,943 Dillard's, Macy's, JCPenney, Bealls, Sears, DSW Prien Lake Mall LA Lake Charles Fee and Ground Lease (2025)(7) 100.0 % Built 1972 91.8 % 644,124 177,394 821,518 Dillard's, JCPenney, Sears, Macy's, Cinemark Theatres,(8) 116. Prien Lake Mall LA Lake Charles Fee and Ground Lease (2025) (7) 100.0 % Built 1972 90.2 % 644,124 177,626 821,750 Dillard's, Macy's, JCPenney, Sears Quaker Bridge Mall NJ Lawrenceville (Trenton) Fee 38.0 %(4)(15) Acquired 2003 97.4 % 686,760 412,144 1,098,904 Macy's, Lord & Taylor, JCPenney, Sears 117. Quaker Bridge Mall NJ Lawrenceville Fee 38.0 % (4) (15) Acquired 2003 97.5 % 686,760 412,636 1,099,396 Macy's, Lord & Taylor, JCPenney, Sears, Old Navy Raleigh Springs Mall TN Memphis Fee and Ground Lease (2018)(7) 100.0 % Built 1971 59.1 % 691,230 225,965 917,195 Sears, Malco Theatres,(8),(17) 118. Raleigh Springs Mall TN Memphis Fee and Ground Lease (2018) (7) 100.0 % Built 1971 66.0 % 691,230 226,100 917,330 Sears, (8), (17) Richmond Town Square OH Richmond Heights (Cleveland) Fee 100.0 % Built 1966 98.4 % 685,251 331,663 1,016,914 Macy's, JCPenney, Sears, Barnes & Noble, Steve & Barry's, Loews Theatre 119. Richardson Square Mall TX Richardson (Dallas — Ft. Worth) Fee 100.0 % Built 1977 28.6 % 460,055 284,240 744,295 Dillard's, Sears, Super Target, Ross Dress for Less River Oaks Center IL Calumet City (Chicago) Fee 100.0 % Acquired 1997 90.8 % 807,871 557,760 (18) 1,365,631 Macy's, Carson Pirie Scott, JCPenney, Sears, Steve & Barry's, River Oaks 6 120. Richmond Town Square OH Richmond Heights (Cleveland) Fee 100.0 % Built 1966 98.9 % 685,251 331,663 1,016,914 Macy's, JCPenney, Sears, Barnes & Noble, Steve & Barry's Rockaway Townsquare NJ Rockaway (New York) Fee 100.0 % Acquired 1998 98.0 % 786,626 456,720 1,243,346 Macy's, Lord & Taylor, JCPenney, Sears 121. River Oaks Center IL Calumet City (Chicago) Fee 100.0 % Acquired 1997 88.5 % 834,588 533,914 (18) 1,368,502 Macy's, Carson Pirie Scott, JCPenney, Sears Rolling Oaks Mall TX San Antonio Fee 100.0 % Built 1988 88.9 % 596,308 285,785 882,093 Dillard's, Macy's, JC Penney, Sears 122. Rockaway Townsquare NJ Rockaway (New York) Fee 100.0 % Acquired 1998 97.5 % 786,626 462,038 1,248,664 Macy's, Lord & Taylor, JCPenney, Sears Roosevelt Field NY Garden City (New York) Fee and Ground Lease (2090)(7) 100.0 % Acquired 1998 98.8 % 1,430,425 779,991 (18) 2,210,416 Bloomingdale's, Bloomingdale's Furniture Gallery, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, Loews Theatre, Sport Fitness 123. Rolling Oaks Mall TX San Antonio Fee 100.0 % Built 1988 83.5 % 596,308 288,109 884,417 Dillard's, Macy's, JC Penney, Sears Ross Park Mall PA Pittsburgh Fee 100.0 % Built 1986 93.9 % 563,477 458,220 1,021,697 JCPenney, Sears, Nordstrom (19), Old Navy, H&M 124. Roosevelt Field NY Garden City (New York) Fee and Ground Lease (2090) (7) 100.0 % Acquired 1998 94.9 % 1,430,425 778,656 (18) 2,209,081 Bloomingdale's, Bloomingdale's Furniture Gallery, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods Rushmore Mall(1) SD Rapid City Fee 50.0 %(4) Acquired 1998 91.2 % 470,660 361,643 832,303 JCPenney, Herberger's, Sears, Target, Carmike Cinemas 125. Ross Park Mall PA Pittsburgh Fee 100.0 % Built 1986 98.5 % 622,215 406,902 1,029,117 Macy's, JCPenney, Sears, Nordstrom (20) Santa Rosa Plaza CA Santa Rosa Fee 100.0 % Acquired 1998 96.7 % 428,258 270,487 698,745 Macy's, Mervyn's, Sears 126. Rushmore Mall (1) SD Rapid City Fee 50.0 % (4) Acquired 1998 88.6 % 470,660 362,653 833,313 JCPenney, Herberger's, Sears, Hobby Lobby, Target Seminole Towne Center FL Sanford (Orlando) Fee 45.0 %(4)(2) Built 1995 92.5 % 768,798 369,098 1,137,896 Macy's, Dillard's, Belk, JCPenney, Sears, United Artists Theatre 127. Santa Rosa Plaza CA Santa Rosa Fee 100.0 % Acquired 1998 96.9 % 428,258 270,565 698,823 Macy's, Mervyn's, Sears Shops at Mission Viejo, The CA Mission Viejo (Los Angeles) Fee 100.0 % Built 1979 98.9 % 677,215 472,775 1,149,990 Saks Fifth Avenue, Nordstrom, Macy's (2 locations) 128. Seminole Towne Center FL Sanford (Orlando) Fee 45.0 % (4) (2) Built 1995 94.1 % 768,798 367,781 1,136,579 Macy's, Dillard's, Belk, JCPenney, Sears Shops at Sunset Place, The FL S. Miami Fee 37.5 %(4)(2) Built 1999 90.5 % — 514,559 514,559 NikeTown, Barnes & Noble, GameWorks, Virgin Megastore, Z Gallerie, LA Fitness, AMC Theatres 129. Shops at Mission Viejo, The CA Mission Viejo (Orange County) Fee 100.0 % Built 1979 100.0 % 677,215 472,585 1,149,800 Saks Fifth Avenue, Nordstrom, Macy's (2 locations) Smith Haven Mall NY Lake Grove (New York) Fee 25.0 %(4) Acquired 1995 92.2 % 794,315 517,201 1,311,516 Macy's, Macy's Furniture Gallery, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble(6) 130. Shops at Sunset Place, The FL Miami Fee 37.5 % (4) (2) Built 1999 96.0 % — 510,056 510,056 NikeTown, Barnes & Noble, GameWorks, Virgin Megastore, Z Gallerie, LA Fitness Solomon Pond Mall MA Marlborough (Boston) Fee 49.1 %(4) Acquired 1999 94.6 % 538,843 371,627 910,470 Macy's, JCPenney, Sears, Linens 'n Things, Regal Cinema 131. Smith Haven Mall NY Lake Grove (New York) Fee 25.0 % (4) Acquired 1995 95.9 % 666,283 416,035 1,082,318 Macy's, Macy's Furniture, JCPenney, Sears, Dick's Sporting Goods (6), Barnes & Noble (6) 132. Solomon Pond Mall MA Marlborough (Boston) Fee 49.1 % (4) Acquired 1999 93.0 % 538,843 371,326 910,169 Macy's, JCPenney, Sears, Linens 'n Things 133. South Hills Village PA Pittsburgh Fee 100.0 % Acquired 1997 97.6 % 655,987 485,604 1,141,591 Macy's, Sears, Boscov's, Barnes & Noble 134. South Shore Plaza MA Braintree (Boston) Fee 100.0 % Acquired 1998 96.3 % 547,287 613,809 1,161,096 Macy's, Lord & Taylor, Sears, Nordstrom (20) 135. Southern Hills Mall (1) IA Sioux City Fee 50.0 % (4) Acquired 1998 87.2 % 372,937 431,916 804,853 Younkers, JCPenney, Sears, Sheel's Sporting Goods, Barnes & Noble 136. Southern Park Mall OH Boardman (Youngstown) Fee 100.0 % Built 1970 94.9 % 811,858 383,660 1,195,518 Macy's, Dillard's, JCPenney, Sears 137. SouthPark Mall IL Moline (Davenport — Moline) Fee 50.0 % (4) Acquired 1998 87.7 % 578,056 447,804 1,025,860 Dillard's, Von Maur, Younkers, JCPenney, Sears, Old Navy 138. SouthPark NC Charlotte Fee & Ground Lease (2040) (11) 100.0 % Acquired 2002 99.8 % 1,044,742 530,839 1,575,581 Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel Gross Leasable Area Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 131. South Hills Village PA Pittsburgh Fee 100.0 % Acquired 1997 97.8 % 655,987 484,424 1,140,411 Macy's, Sears, Boscov's, Barnes & Noble, Carmike Cinemas 132. South Shore Plaza MA Braintree (Boston) Fee 100.0 % Acquired 1998 95.9 % 547,287 623,808 1,171,095 Macy's, Lord & Taylor, Sears, Filene's Basement, Nordstrom (19) 133. Southern Hills Mall(1) IA Sioux City Fee 50.0 %(4) Acquired 1998 93.4 % 372,937 425,694 798,631 Younkers, JCPenney, Sears, Sheel's Sporting Goods, Barnes & Noble, Carmike Cinemas 134. Southern Park Mall OH Boardman (Youngstown) Fee 100.0 % Built 1970 94.0 % 811,858 383,830 1,195,688 Macy's, Dillard's, JCPenney, Sears, Tinseltown USA 135. SouthPark NC Charlotte Fee & Ground Lease (2040)(11) 100.0 % Acquired 2002 99.8 % 1,044,742 569,557 1,614,299 Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel 136. SouthPark Mall IL Moline (Davenport—IA-Moline) Fee 50.0 %(4) Acquired 1998 83.3 % 578,056 445,948 1,024,004 Dillard's, Von Maur, Younkers, JCPenney, Sears, Old Navy 137. SouthRidge Mall(1) IA Des Moines Fee 50.0 %(4) Acquired 1998 70.8 % 388,752 498,080 886,832 JCPenney, Younkers, Sears, Target, Steve & Barry's,(8) 138. Springfield Mall(1) PA Springfield (Philadelphia) Fee 38.0 %(4)(15) Acquired 2005 86.9 % 367,176 221,592 588,768 Macy's,(8)
139.
SouthRidge Mall (1)
IA
Des Moines
Fee
50.0
% (4)
Acquired 1998
76.6
%
388,752
523,443
912,195
JCPenney, Younkers, Sears, Target, (8) Square One Mall MA Saugus (Boston) Fee 49.1 %(4) Acquired 1999 95.6 % 608,601 321,446 930,047 Macy's, Sears, Best Buy, T.J. Maxx N More, Best Buy, Old Navy, Dick's Sporting Goods 140. Springfield Mall (1) PA Springfield (Philadelphia) Fee 38.0 % (4) (15) Acquired 2005 87.5 % 367,176 221,489 588,665 Macy's, (8) St. Charles Towne Center MD Waldorf (Washington, D.C.) Fee 100.0 % Built 1990 94.0 % 631,602 350,858 982,460 Macy's, Macy's Home Store, JCPenney, Sears, Kohl's, Dick Sporting Goods, Cineplex Odeon 141. Square One Mall MA Saugus (Boston) Fee 49.1 % (4) Acquired 1999 94.4 % 608,601 324,669 933,270 Macy's, Sears, Best Buy, T.J. Maxx N More, Best Buy, Old Navy, Dick's Sporting Goods (6) St. Johns Town Center FL Jacksonville Fee 50.0 %(4) Built 2005 96.7 % 653,291 562,667 1,215,958 Dillard's, Target, Ashley Furniture Home Store, Barnes & Noble, Dick's Clothing & Sporting Goods, Ross Dress for Less, Staples, DSW, JoAnn Fabrics, PetsMart, Old Navy 142. St. Charles Towne Center MD Waldorf (Washington, D.C.) Fee 100.0 % Built 1990 96.7 % 631,602 350,574 982,176 Macy's, Macy's Home Store, JCPenney, Sears, Kohl's, Dick Sporting Goods Stanford Shopping Center CA Palo Alto (San Francisco) Ground Lease (2054) 100.0 % Acquired 2003 97.2 % 849,153 528,696 (18) 1,377,849 Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Macy's Mens Store 143. St. Johns Town Center FL Jacksonville Fee 50.0 % (4) Built 2005 100.0 % 653,291 379,212 1,032,503 Dillard's, Target, Ashley Furniture Home Store, Barnes & Noble, Dick's Clothing & Sporting Goods, Ross Dress for Less, Staples, DSW, JoAnn Fabrics, PetsMart, Old Navy Summit Mall OH Akron Fee 100.0 % Built 1965 90.9 % 432,936 322,443 755,379 Dillard's Women's & Children's, Dillard's Men's & Home, Macy's 144. Stanford Shopping Center CA Palo Alto (San Francisco) Ground Lease (2054) 100.0 % Acquried 2003 97.7 % 849,153 528,750 (18) 1,377,903 Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Macy's Mens Store Sunland Park Mall TX El Paso Fee 100.0 % Built 1988 96.2 % 575,837 341,916 917,753 Macy's, Dillard's Women's & Children's, Dillard's Men's & Home, Mervyn's, Sears, AMC Theatres 145. Summit Mall OH Akron Fee 100.0 % Built 1965 93.0 % 432,936 330,976 763,912 Dillard's Women's & Children's, Dillard's Men's & Home, Macy's Tacoma Mall WA Tacoma (Seattle) Fee 100.0 % Acquired 1987 95.1 % 797,895 405,638 1,203,533 Nordstrom(6), Macy's, JCPenney, Sears, David's Bridal 146. Sunland Park Mall TX El Paso Fee 100.0 % Built 1988 94.4 % 575,837 342,234 918,071 Macy's, Dillard's Women's & Children's, Dillard's Men's & Home, Mervyn's, Sears Tippecanoe Mall IN Lafayette Fee 100.0 % Built 1973 96.9 % 537,790 323,516 861,306 Macy's, JCPenney, Sears, Kohl's, Dick's Sporting Goods, H.H. Gregg 147. Tacoma Mall WA Tacoma Fee 100.0 % Acquired 1987 98.9 % 924,045 407,010 1,331,055 Nordstrom, Macy's, JCPenney, Sears, Mervyn's Town Center at Aurora CO Aurora (Denver) Fee 100.0 % Acquired 1998 88.2 % 682,169 402,314 1,084,483 Macy's, Dillard's, JCPenney, Sears, Century Theatres 148. Tippecanoe Mall IN Lafayette Fee 100.0 % Built 1973 89.8 % 537,790 322,694 860,484 Macy's, JCPenney, Sears, Kohl's, Dick's Sporting Goods, H.H. Gregg Town Center at Boca Raton FL Boca Raton (Miami-Fort Lauderdale) Fee 100.0 % Acquired 1998 95.4 % 1,085,312 539,482 1,624,794 Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Sears, Crate & Barrel 149. Town Center at Aurora CO Aurora (Denver) Fee 100.0 % Acquired 1998 85.2 % 676,637 401,903 1,078,540 Macy's, Dillard's, JCPenney, Sears Town Center at Cobb GA Kennesaw (Atlanta) Fee 75.0 % Acquired 1998 95.4 % 866,381 406,582 1,272,963 Belk, Macy's, JCPenney, Sears, Macy's Furniture 150. Town Center at Boca Raton FL Boca Raton (W. Palm Beach) Fee 100.0 % Acquired 1998 99.3 % 1,085,312 493,628 1,578,940 Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Sears, Crate & Barrel (6) Towne East Square KS Wichita Fee 100.0 % Built 1975 91.7 % 779,490 357,126 1,136,616 Dillard's, Von Maur, JCPenney, Sears 151. Town Center at Cobb GA Kennesaw (Atlanta) Fee 50.0 % (4) Acquired 1998 96.1 % 866,381 406,050 1,272,431 Macy's, Macy's Home & Furniture, Parisian (19), JCPenney, Sears Towne West Square KS Wichita Fee 100.0 % Built 1980 77.9 % 619,269 333,162 952,431 Dillard's Women's & Home, Dillard's Men's & Children, JCPenney, Sears, Dick's Sporting Goods, The Movie Machine 152. Towne East Square KS Wichita Fee 100.0 % Built 1975 88.0 % 779,490 358,838 1,138,328 Dillard's, Von Maur, JCPenney, Sears Treasure Coast Square FL Jensen Beach Fee 100.0 % Built 1987 97.8 % 511,372 348,748 860,120 Macy's, Dillard's, JCPenney, Sears, Borders Books & Music, Regal Cinema 153. Towne West Square KS Wichita Fee 100.0 % Built 1980 83.1 % 619,269 332,287 951,556 Dillard's Women's & Home, Dillard's Men's & Children, JCPenney, Sears, Dick's Sporting Goods Tyrone Square FL St. Petersburg (Tampa-St. Pete) Fee 100.0 % Built 1972 100.0 % 725,298 370,820 1,096,118 Macy's, Dillard's, JCPenney, Sears, Borders Books & Music, Old Navy, AMC Theatres 154. Treasure Coast Square FL Jensen Beach (Ft. Pierce) Fee 100.0 % Built 1987 92.8 % 511,372 350,369 861,741 Macy's, Dillard's, JCPenney, Sears, Borders Books & Music 155. Tyrone Square FL St. Petersburg (Tampa — St. Pete) Fee 100.0 % Built 1972 96.2 % 748,269 372,971 1,121,240 Macy's, Dillard's, JCPenney, Sears, Borders Books & Music 156. University Mall AR Little Rock Ground Lease (2026) 100.0 % Built 1967 62.0 % 364,992 153,534 518,526 JCPenney, M.M. Cohn, (8) 157. University Mall FL Pensacola Fee 100.0 % Acquired 1994 85.0 % 478,449 230,952 709,401 JCPenney, Sears, Belk 158. University Park Mall IN Mishawaka (South Bend) Fee 60.0 % Built 1979 95.3 % 499,876 319,620 819,496 Macy's, JCPenney, Sears 159. Upper Valley Mall OH Springfield (Dayton — Springfield) Fee 100.0 % Built 1971 77.7 % 479,418 262,978 742,396 Macy's, JCPenney, Sears, Elder-Beerman 160. Valle Vista Mall TX Harlingen Fee 100.0 % Built 1983 82.5 % 389,781 265,886 655,667 Dillard's, JCPenney, Mervyn's, Sears, Marshalls, Steve & Barry's 161. Valley Mall VA Harrisonburg Fee 50.0 % (4) Acquired 1998 94.6 % 315,078 190,648 505,726 JCPenney, Belk, Target, Old Navy, (8) Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants
162.
Virginia Center Commons
VA
Glen Allen (Richmond)
Fee
100.0
%
Built 1991
96.6
%
506,639
280,817
787,456
Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears163. Walt Whitman Mall NY Huntington Station (New York) Ground Lease (2012) 100.0 % Acquired 1998 90.6 % 742,214 294,140 1,036,354 Saks Fifth Avenue, Bloomingdale's, Lord & Taylor, Macy's 164. Washington Square IN Indianapolis Fee 100.0 % Built 1974 79.2 % 616,109 348,781 964,890 Macy's, Sears, Target, Dick's Sporting Goods, Burlington Coat Factory, Steve & Barry's 165. West Ridge Mall KS Topeka Fee 100.0 % Built 1988 86.4 % 716,811 281,646 998,457 Macy's, Dillard's, JCPenney, Sears, Burlington Coat Factory (6) 166. West Town Mall TN Knoxville Ground Lease (2042) 50.0 % (4) Acquired 1991 97.3 % 878,311 451,465 1,329,776 Parisian (19), Dillard's, JCPenney, Belk, Sears 167. Westchester, The NY White Plains (New York) Fee 40.0 % (4) Acquired 1997 97.0 % 349,393 478,254 (18) 827,647 Neiman Marcus, Nordstrom 168. Westminster Mall CA Westminster (Orange County) Fee 100.0 % Acquired 1998 94.1 % 716,939 496,376 1,213,315 Macy's, JCPenney, Sears, Target (6) 169. White Oaks Mall IL Springfield Fee 77.5 % Built 1977 94.0 % 556,831 379,688 936,519 Macy's, Bergner's, Sears, Linens'n Things, Cost Plus World Market, Dick's Sporting Goods 170. Wolfchase Galleria TN Memphis Fee 94.5 % Acquired 2002 99.3 % 761,648 505,461 1,267,109 Macy's, Dillard's, JCPenney, Sears 171. Woodland Hills Mall OK Tulsa Fee 94.5 % Acquired 2002 98.8 % 706,159 382,115 1,088,274 Macy's, Dillard's, JCPenney, Sears Total Regional Mall GLA 100,739,129 65,637,622 166,376,751
PREMIUM OUTLET CENTERS
1.
Albertville Premium Outlets
MN
Albertville (Minneapolis/St. Paul)
Fee
100.0
%
Acquired 2004
98.1
%
—
429,534
429,534
Banana Republic, Calvin Klein, Kenneth Cole, Liz Claiborne, Gap Outlet, Old Navy, Polo Ralph Lauren, Tommy Hilfiger, Coach, Nike2. Allen Premium Outlets TX Allen (Dallas) Fee 100.0 % Acquired 2004 98.9 % — 412,792 412,792 Brooks Brothers, Cole-Haan, Kenneth Cole, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger, Ann Taylor, Nike 3. Aurora Farms Premium Outlets OH Aurora (Cleveland) Fee 100.0 % Acquired 2004 95.4 % — 300,181 300,181 Ann Taylor, Brooks Brothers, Calvin Klein, Gap Outlet, Liz Claiborne, Nautica, Off 5th-Saks Fifth Avenue Outlet, Polo Ralph Lauren, Tommy Hilfiger, Coach 4. Camarillo Premium Outlets CA Camarillo (Los Angeles) Fee 100.0 % Acquired 2004 100.0 % — 454,089 454,089 Ann Taylor, Banana Republic, Barneys New York, Coach, Hugo Boss, Polo Ralph Lauren, St. John, Diesel, Kenneth Cole, Nike, Sony 5. Carlsbad Premium Outlets CA Carlsbad Fee 100.0 % Acquired 2004 100.0 % — 287,936 287,936 Adidas, Banana Republic, Barneys New York, BCBG Max Azria, Calvin Klein, Coach, Gap Outlet, Guess, Kenneth Cole, Polo Ralph Lauren 6. Carolina Premium Outlets NC Smithfield (Raleigh — Durham — Chapel Hill) Ground Lease (2029) 100.0 % Acquired 2004 100.0 % — 439,445 439,445 Banana Republic, Brooks Brothers, Gap Outlet, Liz Claiborne, Nike, Polo Ralph Lauren, Timberland, Tommy Hilfiger, Coach 7. Chicago Premium Outlets IL Aurora (Chicago) Fee 100.0 % Built 2004 100.0 % — 437,800 437,800 Ann Taylor, Banana Republic, Calvin Klein, Coach, Diesel, Dooney & Bourke, Elie Tahari, Gap Outlet, Giorgio Armani, Max Mara, Polo Ralph Lauren, Salvatore Ferragamo Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 154. University Mall FL Pensacola Fee 100.0 % Acquired 1994 73.5 % 478,449 230,657 709,106 JCPenney, Sears, Belk, University Dollar Movies 155. University Park Mall IN Mishawaka (South Bend) Fee 100.0 % Built 1979 97.2 % 499,876 319,992 819,868 Macy's, JCPenney, Sears, Barnes & Noble(6) 156. Upper Valley Mall OH Springfield (Dayton—Springfield) Fee 100.0 % Built 1971 89.6 % 479,418 249,495 728,913 Macy's, JCPenney, Sears, Elder-Beerman, Steve & Barry's, MC Sporting Goods(6), Chakeres Theatres 157. Valle Vista Mall TX Harlingen Fee 100.0 % Built 1983 80.3 % 389,781 240,508 630,289 Dillard's, JCPenney, Mervyn's, Sears, Marshalls, Steve & Barry's, Circuit City(6) 158. Valley Mall VA Harrisonburg Fee 50.0 %(4) Acquired 1998 86.9 % 315,078 190,714 505,792 JCPenney, Belk, Target, Old Navy,(8) 159. Virginia Center Commons VA Glen Allen (Richmond) Fee 100.0 % Built 1991 98.0 % 506,639 280,803 787,442 Macy's, Dillard's Men's, Dillard's Women's, Children's & Home, JCPenney, Sears 160. Walt Whitman Mall NY Huntington Station (New York) Ground Lease (2012) 100.0 % Acquired 1998 99.2 % 742,214 287,011 1,029,225 Saks Fifth Avenue, Bloomingdale's, Lord & Taylor, Macy's 161. Washington Square IN Indianapolis Fee 100.0 % Built 1974 89.4 % 616,109 347,185 963,294 Macy's(16), Sears, Target, Dick's Sporting Goods, Burlington Coat Factory, Steve & Barry's, Kerasotes Theatres 162. West Ridge Mall KS Topeka Fee 100.0 % Built 1988 90.7 % 716,811 281,378 998,189 Macy's, Dillard's, JCPenney, Sears, Burlington Coat Factory, Hollywood Cinema 163. West Town Mall TN Knoxville Ground Lease (2042) 50.0 %(4) Acquired 1991 95.0 % 878,311 451,685 1,329,996 Belk, Dillard's, JCPenney, Belk, Sears, Regal Cinema 164. Westchester, The NY White Plains (New York) Fee 40.0 %(4) Acquired 1997 98.5 % 349,393 478,269 (18) 827,662 Neiman Marcus, Nordstrom 165. Westminster Mall CA Westminster (Los Angeles) Fee 100.0 % Acquired 1998 92.0 % 716,939 496,024 1,212,963 Macy's, JCPenney, Sears, Target 166. White Oaks Mall IL Springfield Fee 77.5 % Built 1977 89.5 % 556,831 378,427 935,258 Macy's, Bergner's, Sears, Linens 'n Things, Cost Plus World Market, Dick's Sporting Goods, Kerasotes Theatres 167. Wolfchase Galleria TN Memphis Fee 94.5 % Acquired 2002 98.1 % 761,648 505,733 1,267,381 Macy's, Dillard's, JCPenney, Sears, Malco Theatres 168. Woodland Hills Mall OK Tulsa Fee 94.5 % Acquired 2002 97.5 % 706,159 392,529 1,098,688 Macy's, Dillard's, JCPenney, Sears Total Regional Mall GLA 98,270,239 65,778,819 164,049,058 Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants
8.
Clinton Crossing Premium Outlets
CT
Clinton (Hartford)
Fee
100.0
%
Acquired 2004
100.0
%
—
276,163
276,163
Barneys New York, Calvin Klein, Coach, Dooney & Bourke, Gap Outlet, Kenneth Cole, Liz Claiborne, Nike, Polo Ralph Lauren9. Columbia Gorge Premium Outlets OR Troutdale (Portland — Vancouver) Fee 100.0 % Acquired 2004 99.2 % — 163,815 163,815 Adidas, Carter's, Gap Outlet, Samsonite, Van Heusen, Liz Claiborne 10. Desert Hills Premium Outlets CA Cabazon (Palm Springs — Los Angeles) Fee 100.0 % Acquired 2004 100.0 % — 498,837 498,837 Burberry, Coach, Giorgio Armani, Gucci, MaxMara, Polo Ralph Lauren, Salvatore Ferragamo, Versace, Yves Saint Laurent Rive Gauche, Zegna 11. Edinburgh Premium Outlets IN Edinburgh (Indianapolis) Fee 100.0 % Acquired 2004 100.0 % — 377,717 377,717 Banana Republic, Coach, Gap Outlet, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger, Calvin Klein, J. Crew 12. Folsom Premium Outlets CA Folsom (Sacramento) Fee 100.0 % Acquired 2004 100.0 % — 299,351 299,351 Brooks Brothers, Gap Outlet, Guess, Kenneth Cole, Liz Claiborne, Nautica, Nike, Nine West, Off 5th-Saks Fifth Avenue 13. Gilroy Premium Outlets CA Gilroy (San Jose) Fee 100.0 % Acquired 2004 100.0 % — 577,305 577,305 Banana Republic, Brooks Brothers, Calvin Klein, Coach, J. Crew, Hugo Boss, Nike, Polo Ralph Lauren, Timberland, Tommy Hilfiger 14. Jackson Premium Outlets NJ Jackson Fee 100.0 % Acquired 2004 100.0 % — 285,775 285,775 Calvin Klein, Gap Outlet, Nike, Polo Ralph Lauren, Banana Republic, J. Crew, Liz Claiborne 15. Johnson Creek Premium Outlets WI Johnson Creek Fee 100.0 % Acquired 2004 96.7 % — 277,585 277,585 Calvin Klein, Gap Outlet, Lands' End, Nike, Old Navy Outlet, Polo Ralph Lauren, Tommy Hilfiger, Adidas, Banana Republic 16. Kittery Premium Outlets ME Kittery (Boston) Ground Lease (2009) 100.0 % Acquired 2004 91.5 % — 150,491 150,491 Ann Klein, Banana Republic, Gap Outlet, Coach, J. Crew, Polo Ralph Lauren, Reebok 17. Las Vegas Premium Outlets NV Las Vegas Fee 100.0 % Built 2003 100.0 % — 434,978 434,978 Ann Taylor, A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Dolce & Gabbana, Elie Tahari, Polo Ralph Lauren 18. Las Vegas Outlet Center NV Las Vegas Fee 100.0 % Acquired 2004 100.0 % — 477,002 477,002 Liz Claiborne, Nike, Reebok, Tommy Hilfiger, VF Outlet, Adidas, Calvin Klein 19. Leesburg Corner Premium Outlets VA Leesburg (Washington DC) Fee 100.0 % Acquired 2004 100.0 % — 463,288 463,288 Barneys New York, Kenneth Cole, Liz Claiborne, Nike, Polo Ralph Lauren, Williams-Sonoma, Ann Taylor, Banana Republic, Coach, Restoration Hardware 20. Liberty Village Premium Outlets NJ Flemington (New York — Philadelphia) Fee 100.0 % Acquired 2004 97.8 % — 173,067 173,067 Calvin Klein, Ellen Tracy, Jones New York, L.L. Bean, Polo Ralph Lauren, Tommy Hilfiger, Timberland, Waterford Wedgwood 21. Lighthouse Place Premium Outlets IN Michigan City (Chicago) Fee 100.0 % Acquired 2004 100.0 % — 456,466 456,466 Burberry, Coach, Gap Outlet, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger, Ann Taylor, Nike 22. Napa Premium Outlets CA Napa (Napa Valley) Fee 100.0 % Acquired 2004 100.0 % — 179,348 179,348 Banana Republic, Barneys New York, Calvin Klein, J. Crew, Kenneth Cole, Nautica, Tommy Hilfiger, TSE, Coach Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants Premium Outlet Centers 1. Albertville Premium Outlets MN Albertville (Minneapolis) Fee 100.0 % Acquired 2004 98.9 % — 429,534 429,534 Banana Republic, Calvin Klein, Coach, Gap Outlet, Kenneth Cole, Lucky Brand Jeans, Nike, Polo Ralph Lauren, Tommy Hilfiger 2. Allen Premium Outlets TX Allen (Dallas-Ft. Worth) Fee 100.0 % Acquired 2004 100.0 % — 441,492 441,492 Ann Taylor, Brooks Brothers, Calvin Klein, Cole Haan, J.Crew, Kenneth Cole, Michael Kors, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Tommy Hilfiger 3. Aurora Farms Premium Outlets OH Aurora (Cleveland) Fee 100.0 % Acquired 2004 98.2 % — 300,218 300,218 Ann Taylor, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Liz Claiborne, Michael Kors, Nautica, Polo Ralph Lauren, Saks Fifth Avenue Off 5th,Tommy Hilfiger 4. Camarillo Premium Outlets CA Camarillo Fee 100.0 % Acquired 2004 100.0 % — 454,091 454,091 Ann Taylor, Banana Republic, Barneys New York, Coach, Diesel, Giorgio Armani, Hugo Boss, Kenneth Cole, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Sony 5. Carlsbad Premium Outlets CA Carlsbad (San Diego) Fee 100.0 % Acquired 2004 100.0 % — 287,931 287,931 Adidas, Banana Republic, Barneys New York, BCBG Max Azria, Calvin Klein, Coach, Gap Outlet, Guess, Kenneth Cole, Lacoste, Polo Ralph Lauren, Theory 6. Carolina Premium Outlets NC Smithfield (Raleigh) Ground Lease (2029) 100.0 % Acquired 2004 100.0 % — 439,445 439,445 Banana Republic, Brooks Brothers, Coach, Gap Outlet, Liz Claiborne, Nike, Polo Ralph Lauren, Timberland, Tommy Hilfiger 7. Chicago Premium Outlets IL Aurora (Chicago) Fee 100.0 % Built 2004 100.0 % — 437,800 437,800 Ann Taylor, Banana Republic, Calvin Klein, Coach, Diesel, Dooney & Bourke, Elie Tahari, Gap Outlet, Giorgio Armani, Kate Spade, Michael Kors, Polo Ralph Lauren, Salvatore Ferragamo, Sony 8. Clinton Crossing Premium Outlets CT Clinton (New Haven) Fee 100.0 % Acquired 2004 100.0 % — 276,163 276,163 Banana Republic, Barneys New York, Calvin Klein, Coach, Dooney & Bourke, Gap Outlet, Kenneth Cole, Liz Claiborne, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th 9. Columbia Gorge Premium Outlets OR Troutdale (Portland) Fee 100.0 % Acquired 2004 100.0 % — 163,815 163,815 Adidas, Bass, Carter's, Gap Outlet, Liz Claiborne, Samsonite, Van Heusen 10. Desert Hills Premium Outlets CA Cabazon (Palm Springs) Fee 100.0 % Acquired 2004 100.0 % — 498,838 498,838 Burberry, Coach, Dior, Giorgio Armani, Gucci, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Space (Prada, Miu Miu), Yves Saint Laurent Rive Gauche, Zegna 11. Edinburgh Premium Outlets IN Edinburgh (Indianapolis) Fee 100.0 % Acquired 2004 100.0 % — 377,772 377,772 Adidas, Ann Taylor, Anne Klein, Banana Republic, Calvin Klein, Coach, Gap Outlet, J.Crew, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants
23.
North Georgia Premium Outlets
GA
Dawsonville (Atlanta)
Fee
100.0
%
Acquired 2004
100.0
%
—
539,757
539,757
Calvin Klein, Coach, Hugo Boss, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger, Williams-Sonoma, J. Crew, Nike, Restoration Hardware24. Orlando Premium Outlets FL Orlando Fee 100.0 % Acquired 2004 100.0 % — 435,695 435,695 Barneys New York, Burberry, Coach, Fendi, Giorgio Armani, Hugo Boss, MaxMara, Nike, Polo Ralph Lauren, Dior, LaCoste, Salvatore Ferragamo 25. Osage Beach Premium Outlets MO Osage Beach Fee 100.0 % Acquired 2004 99.0 % — 391,381 391,381 Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger 26. Petaluma Village Premium Outlets CA Petaluma (San Francisco) Fee 100.0 % Acquired 2004 99.6 % — 195,837 195,837 Brooks Brothers, Coach, Gap Outlet, Liz Claiborne, Off 5th-Saks Fifth Avenue, Puma 27. Rio Grande Valley Premium Outlets TX Mercedes Fee 100.0 % Built 2006 95.2 % 403,207 403,207 Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Burberry, Calvin Klein, Coach, Gap Outlet, Guess, Nike, Sony 28. Round Rock Premium Outlets TX Round Rock (Austin) Fee 100.0 % Built 2006 99.2 % 431,621 431,621 Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Gap Outlet, Michael Kors, Nike, Polo Ralph Lauren, Theory 29. Seattle Premium Outlets WA Seattle Ground Lease (2035) 100.0 % Built 2005 100.0 % — 402,668 402,668 Banana Republic, Burberry, Calvin Klein, Nike, Polo Ralph Lauren, Liz Claiborne, Adidas, Adrienne Vittadini, Restoration Hardware 30. St. Augustine Premium Outlets FL St. Augustine (Jacksonsville) Fee 100.0 % Acquired 2004 99.0 % — 328,489 328,489 Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Movado, Nike, Polo Ralph Lauren, Reebok, Tommy Bahama 31. The Crossings Premium Outlets PA Tannersville Fee and Ground Lease (2009) (7) 100.0 % Acquired 2004 100.0 % — 411,774 411,774 Ann Taylor, Coach, Liz Claiborne, Polo Ralph Lauren, Reebok, Tommy Hilfiger, Banana Republic, Calvin Klein, Burberry 32. Vacaville Premium Outlets CA Vacaville Fee 100.0 % Acquired 2004 100.0 % — 444,252 444,252 Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Nike, Polo Ralph Lauren, Restoration Hardware 33. Waikele Premium Outlets HI Waipahu (Honolulu) Fee 100.0 % Acquired 2004 100.0 % — 209,846 209,846 A -- X Armani Exchange, Banana Republic, Barneys New York, Calvin Klein, Coach, Guess, Kenneth Cole, MaxMara, Polo Ralph Lauren 34. Waterloo Premium Outlets NY Waterloo Fee 100.0 % Acquired 2004 98.3 % — 417,577 417,577 Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J. Crew, Liz Claiborne, Polo Ralph Lauren, Banana Republic 35. Woodbury Common Premium Outlets NY Central Valley (New York City) Fee 100.0 % Acquired 2004 100.0 % — 844,553 844,553 Banana Republic, Brooks Brothers, Chanel, Dior, Coach, Giorgio Armani, Gucci, Neiman Marcus Last Call, Polo Ralph Lauren, Frette 36. Wrentham Village Premium Outlets MA Wrentham (Boston) Fee 100.0 % Acquired 2004 100.0 % — 615,713 615,713 Barneys New York, Burberry, Coach, Hugo Boss, Kenneth Cole, Lacoste, Nike, Polo Ralph Lauren, Salvatore Ferragmo, Sony, Williams Sonoma Total Premium Outlet Center GLA — 13,925,335 13,925,335 Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 12. Folsom Premium Outlets CA Folsom (Sacramento) Fee 100.0 % Acquired 2004 99.7 % — 299,328 299,328 BCBG Max Azria, Bebe, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, Kenneth Cole, Liz Claiborne, Nautica, Nike, Saks Fifth Avenue Off 5th 13. Gilroy Premium Outlets CA Gilroy (San Jose) Fee 100.0 % Acquired 2004 99.8 % — 577,305 577,305 Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Hugo Boss, Michael Kors, Nike, Polo Ralph Lauren, Sony, Timberland, Tommy Hilfiger 14. Jackson Premium Outlets NJ Jackson Fee 100.0 % Acquired 2004 100.0 % — 285,775 285,775 Banana Republic, Brooks Brothers, Calvin Klein, Gap Outlet, J.Crew, Liz Claiborne, Nike, Polo Ralph Lauren, Tommy Hilfiger 15. Johnson Creek Premium Outlets WI Johnson Creek (Milwaukee) Fee 100.0 % Acquired 2004 100.0 % — 277,585 277,585 Adidas, Banana Republic, Calvin Klein, Gap Outlet, Lands' End, Nike, Polo Ralph Lauren, Tommy Hilfiger 16. Kittery Premium Outlets ME Kittery Ground Lease (2009) 100.0 % Acquired 2004 100.0 % — 264,425 264,425 Anne Klein, Banana Republic, Calvin Klein, Coach, Gap Outlet, J.Crew, Polo Ralph Lauren, Puma, Reebok, Timberland, Tommy Hilfiger 17. Las Americas Premium Outlets CA San Diego Fee 100.0 % Acquired 2007 98.7 % — 525,298 525,298 Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, J.Crew, Kenneth Cole, Neiman Marcus Last Call, Nike, Polo Ralph Lauren 18. Las Vegas Outlet Center NV Las Vegas Fee 100.0 % Acquired 2004 100.0 % — 477,002 477,002 Adidas, Calvin Klein, Coach, Nautica, Nike, Reebok, Timberland, Tommy Hilfiger, VF Outlet 19. Las Vegas Premium Outlets NV Las Vegas Fee 100.0 % Built 2003 100.0 % — 434,978 434,978 A/X Armani Exchange, Ann Taylor, Banana Republic, Calvin Klein, Coach, Diesel, Dolce & Gabbana, Elie Tahari, Kenneth Cole, Lacoste, Polo Ralph Lauren 20. Leesburg Corner Premium Outlets VA Leesburg (Washington D.C.) Fee 100.0 % Acquired 2004 100.0 % — 463,288 463,288 Ann Taylor, Barneys New York, Burberry, Coach, Crate & Barrel, Kenneth Cole, Nike, Polo Ralph Lauren, Restoration Hardware, Saks Fifth Avenue Off 5th, Williams-Sonoma 21. Liberty Village Premium Outlets NJ Flemington Fee 100.0 % Acquired 2004 100.0 % — 173,067 173,067 Brooks Brothers, Calvin Klein, Cole Haan, J.Crew, Liz Claiborne, Michael Kors, Polo Ralph Lauren, Tommy Hilfiger 22. Lighthouse Place Premium Outlets IN Michigan City Fee 100.0 % Acquired 2004 99.4 % — 454,314 454,314 Ann Taylor, Banana Republic, Burberry, Coach, Coldwater Creek, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger 23. Napa Premium Outlets CA Napa Fee 100.0 % Acquired 2004 100.0 % — 179,348 179,348 Ann Taylor, Banana Republic, Barneys New York, Calvin Klein, Coach, Cole Haan, J.Crew, Kenneth Cole, Nautica, Tommy Hilfiger Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants COMMUNITY/LIFESTYLE CENTERS
1.
Arboretum at Great Hills
TX
Austin
Fee
100.0
%
Acquired 1998
93.6
%
35,773
167,628
203,401
Barnes & Noble, Pottery Barn2. Bloomingdale Court IL Bloomingdale Fee 100.0 % Built 1987 98.3 % 467,513 162,846 630,359 Best Buy, T.J. Maxx N More, Office Max, Old Navy, Linens 'n Things, Wal-Mart, Circuit City, Dick's Sporting Goods, Jo-Ann Fabrics 3. Boardman Plaza OH Youngstown Fee 100.0 % Built 1951 73.2 % 365,507 240,730 606,237 Hobby Lobby, Alltel, Linens 'n Things, Burlington Coat Factory, Giant Eagle, (8) 4. Brightwood Plaza IN Indianapolis Fee 100.0 % Built 1965 100.0 % — 38,493 38,493 Safeway 5. Celina Plaza TX El Paso Fee and Ground Lease (2012) (11) 100.0 % Built 1978 100.0 % — 8,695 8,695 6. Charles Towne Square SC Charleston Fee 100.0 % Built 1976 100.0 % 71,794 — 71,794 7. Chesapeake Center VA Chesapeake Fee 100.0 % Built 1989 70.4 % 213,651 92,284 305,935 K-Mart, Movies 10, Petsmart, Michaels, Value City Furniture (6) 8. Clay Terrace IN Carmel (Indianapolis) Fee 50.0 % (4) (18) Built 2004 90.0 % 161,281 336,375 497,656 Dick's Sporting Goods, Wild Oats Natural Marketplace, DSW, Circuit City Superstore 9. Cobblestone Court NY Victor Fee and Ground Lease (2038) (7) 35.0 % (4) (13) Built 1993 99.4 % 206,680 58,781 265,461 Dick's Sporting Goods, Kmart, Office Max 10. Countryside Plaza IL Countryside Fee 100.0 % Built 1977 82.1 % 308,489 95,267 403,756 Best Buy, Home Depot, PetsMart, Jo-Ann Fabrics, Office Depot, Value City Furniture, (8) 11. Crystal Court IL Crystal Lake Fee 35.0 % (4) (13) Built 1989 78.4 % 201,993 76,977 278,970 Wal-Mart, Garden Fresh (6) 12. Dare Centre NC Kill Devil Hills Ground Lease (2058) 100.0 % Acquired 2004 98.7 % 127,172 41,391 168,563 Belk, Food Lion 13. DeKalb Plaza PA King of Prussia Fee 50.3 % (15) Acquired 2003 81.9 % 81,368 20,374 101,742 Lane Home Furnishings, ACME Grocery 14. Eastland Convenience Center IN Evansville Ground Lease (2075) 50.0 % (4) Acquired 1998 96.1 % 126,699 48,940 175,639 Marshalls, Toys 'R Us, Bed Bath & Beyond 15. Eastland Plaza OK Tulsa Fee 100.0 % Built 1986 70.9 % 152,451 33,623 186,074 Marshalls, Target, Toys 'R Us 16. Empire East (1) SD Sioux Falls Fee 50.0 % (4) Acquired 1998 98.1 % 248,181 49,097 297,278 Kohl's, Target, Bed Bath & Beyond 17. Fairfax Court VA Fairfax Fee 26.3 % (4) (13) Built 1992 100.0 % 169,043 80,615 249,658 Burlington Coat Factory, Circuit City Superstore, Offenbacher's 18. Forest Plaza IL Rockford Fee 100.0 % Built 1985 84.5 % 324,794 100,584 425,378 Kohl's, Marshalls, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed Bath & Beyond, Petco, Circuit City (6), Babies 'R Us (6) 19. Gaitway Plaza FL Ocala Fee 23.3 % (4) (13) Built 1989 99.1 % 123,027 85,713 208,740 Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed Bath & Beyond 20. Gateway Shopping Centers TX Austin Fee 95.0 % 2004 99.4 % 329,576 182,790 512,366 Star Furniture, Best Buy, Linens 'n Things, Recreational Equipment, Inc., Whole Foods, Crate & Barrel, CompUSA, The Container Store, Old Navy 21. Great Lakes Plaza OH Mentor (Cleveland) Fee 100.0 % Built 1976 100.0 % 142,229 21,875 164,104 Circuit City, Michael's, Best Buy, Cost Plus World Market, Linens 'n Things 22. Greenwood Plus IN Greenwood Fee 100.0 % Built 1979 100.0 % 134,141 21,178 155,319 Best Buy, Kohl's 23. Griffith Park Plaza IN Griffith Fee 100.0 % Built 1979 73.4 % 175,595 88,455 264,050 K-Mart 24. Henderson Square PA King of Prussia Fee 76.0 % (15) Acquired 2003 100.0 % 72,683 34,690 107,373 Staples, Genuardi's Family Market Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 24. North Georgia Premium Outlets GA Dawsonville (Atlanta) Fee 100.0 % Acquired 2004 100.0 % — 539,757 539,757 Ann Taylor, Banana Republic, Calvin Klein, Coach, Hugo Boss, J.Crew, Nike, Polo Ralph Lauren, Restoration Hardware, Saks Fifth Avenue Off 5th, Williams-Sonoma 25. Orlando Premium Outlets FL Orlando Fee 100.0 % Acquired 2004 100.0 % — 435,695 435,695 Barneys New York, Burberry, Coach, Diesel, Dior, Fendi, Giorgio Armani, Hugo Boss, Lacoste, Nike, Polo Ralph Lauren, Salvatore Ferragamo, Theory 26. Osage Beach Premium Outlets MO Osage Beach Fee 100.0 % Acquired 2004 98.5 % — 391,435 391,435 Adidas, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Polo Ralph Lauren, Tommy Hilfiger 27. Petaluma Village Premium Outlets CA Petaluma (Santa Rosa) Fee 100.0 % Acquired 2004 100.0 % — 195,982 195,982 BCBG Max Azria, Banana Republic, Brooks Brothers, Coach, Gap Outlet, Nike, Puma, Saks Fifth Avenue Off 5th, Tommy Hilfiger 28. Philadelphia Premium Outlets PA Limerick (Philadelphia) Fee 100.0 % Built 2007 96.9 % — 425,242 425,242 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Elie Tahari, Gap Outlet, Guess, J.Crew, Michael Kors, Neiman Marcus Last Call, Nike, Puma, Sony, Tommy Hilfiger, Waterford Wedgwood 29. Rio Grande Valley Premium Outlets TX Mercedes (McAllen) Fee 100.0 % Built 2006 100.0 % — 403,207 403,207 Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Burberry, Calvin Klein, Coach, Gap Outlet, Guess, Nike, Sony, Tommy Hilfiger 30. Round Rock Premium Outlets TX Round Rock (Austin) Fee 100.0 % Built 2006 100.0 % — 431,621 431,621 Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Gap Outlet, Michael Kors, Nike, Polo Ralph Lauren, Theory, Cinemark Theatres 31. Seattle Premium Outlets WA Tulalip (Seattle) Ground Lease (2035) 100.0 % Built 2005 100.0 % — 402,668 402,668 Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Kenneth Cole, Nike, Polo Ralph Lauren, Restoration Hardware, Sony 32. St. Augustine Premium Outlets FL St. Augustine (Jacksonville) Fee 100.0 % Acquired 2004 99.4 % — 328,489 328,489 Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Reebok, Tommy Bahama 33. The Crossings Premium Outlets PA Tannersville Fee and Ground Lease (2009)(7) 100.0 % Acquired 2004 100.0 % — 411,774 411,774 Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Coldwater Creek, J.Crew, Liz Claiborne, Nike, Polo Ralph Lauren, Reebok, Tommy Hilfiger 34. Vacaville Premium Outlets CA Vacaville Fee 100.0 % Acquired 2004 100.0 % — 442,041 442,041 Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, J.Crew, Nike, Polo Ralph Lauren, Restoration Hardware 35. Waikele Premium Outlets HI Waipahu (Honolulu) Fee 100.0 % Acquired 2004 100.0 % — 209,846 209,846 A/X Armani Exchange, Banana Republic, Barneys New York, Calvin Klein, Coach, Guess, Kenneth Cole, Polo Ralph Lauren, Saks Fifth Avenue Off 5th 36. Waterloo Premium Outlets NY Waterloo Fee 100.0 % Acquired 2004 100.0 % — 417,577 417,577 Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger, VF Outlet Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants
25.
Highland Lakes Center
FL
Orlando
Fee
100.0
%
Built 1991
79.2
%
352,405
140,862
493,267
Marshalls, Bed Bath & Beyond, American Signature Furniture, Save-Rite Supermarkets, Ross Dress for Less, Office Max, Burlington Coat Factory, K&G Menswear, (8)26. Indian River Commons FL Vero Beach Fee 50.0 % (4) Built 1997 100.0 % 233,358 19,396 252,754 Lowe's, Best Buy, Ross Dress for Less, Bed Bath & Beyond, Michael's 27. Ingram Plaza TX San Antonio Fee 100.0 % Built 1980 100.0 % — 111,518 111,518 Bealls, Cost Plus World Market 28. Keystone Shoppes IN Indianapolis Ground Lease (2067) 100.0 % Acquired 1997 100.0 % — 29,140 29,140 29. Knoxville Commons TN Knoxville Fee 100.0 % Built 1987 100.0 % 91,483 88,980 180,463 Office Max, Circuit City, Carolina Pottery 30. Lake Plaza IL Waukegan Fee 100.0 % Built 1986 100.0 % 170,789 44,673 215,462 Pick and Save Mega Mart, Home Owners Bargain Outlet 31. Lake View Plaza IL Orland Park (Chicago) Fee 100.0 % Built 1986 94.6 % 261,856 109,396 371,252 Factory Card Outlet, Linens 'n Things, Best Buy, Petco, Jo-Ann Fabrics, Golf Galaxy, Value City Furniture, Loehmann's 32. Lakeline Plaza TX Austin Fee 100.0 % Built 1998 98.5 % 275,754 111,709 387,463 Linens 'n Things, T.J. Maxx, Old Navy, Best Buy, Ross Dress for Less, Office Max, PetsMart, Party City, Cost Plus World Market, Toys 'R Us 33. Lima Center OH Lima Fee 100.0 % Built 1978 89.0 % 189,584 47,294 236,878 Kohl's, Hobby Lobby, T.J. Maxx 34. Lincoln Crossing IL O'Fallon Fee 100.0 % Built 1990 100.0 % 229,820 13,446 243,266 Wal-Mart, PetsMart, The Home Depot 35. Lincoln Plaza PA King of Prussia Fee 63.2 % (15) Acquired 2003 99.7 % 143,649 123,582 267,231 Burlington Coat Factory, Circuit City, Lane Home Furnishings, AC Moore, Michaels, T.J. Maxx, Home Goods (6) 36. MacGregor Village NC Cary Fee 100.0 % Acquired 2004 83.7 % — 143,563 143,563 Spa Health Club, Tuesday Morning 37. Mall of Georgia Crossing GA Buford (Atlanta) Fee 100.0 % Built 1999 98.7 % 341,503 99,109 440,612 Best Buy, American Signature Furniture, T.J. Maxx, Nordstrom Rack, Staples, Target 38. Markland Plaza IN Kokomo Fee 100.0 % Built 1974 100.0 % 49,051 41,476 90,527 Best Buy, Bed Bath & Beyond 39. Martinsville Plaza VA Martinsville Space Lease (2046) 100.0 % Built 1967 97.1 % 60,000 42,105 102,105 Rose's 40. Matteson Plaza IL Matteson Fee 100.0 % Built 1988 94.3 % 230,885 40,070 270,955 Michael's, Dominick's, Value City Department Store, (8) 41. Muncie Plaza IN Muncie Fee 100.0 % Built 1998 98.6 % 271,626 27,195 298,821 Kohl's, Shoe Carnival, T.J. Maxx, (17) 42. New Castle Plaza IN New Castle Fee 100.0 % Built 1966 100.0 % 24,912 66,736 91,648 Goody's, Jo-Ann Fabrics 43. North Ridge Plaza IL Joliet Fee 100.0 % Built 1985 97.5 % 190,323 114,747 305,070 Hobby Lobby, Office Max, Fun In Motion, Minnesota Fabrics, Burlington Coat Factory (6) 44. North Ridge Shopping Center NC Raleigh Fee 100.0 % Acquired 2004 97.1 % 43,247 122,906 166,153 Ace Hardware, Kerr Drugs, Harris-Teeter Grocery 45. Northwood Plaza IN Fort Wayne Fee 100.0 % Built 1974 85.4 % 136,404 71,841 208,245 Target 46. Park Plaza KY Hopkinsville Fee 100.0 % Built 1968 91.8 % 82,398 32,526 114,924 Big Lots, Peddler's Mall 47. Plaza at Buckland Hills, The CT Manchester Fee 35.0 % (4) (13) Built 1993 95.6 % 252,179 82,348 334,527 Linens 'n Things, CompUSA, Jo-Ann Fabrics, Party City, The Maytag Store, Toys 'R Us, Michaels, PetsMart, (17) Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 37. Woodbury Common Premium Outlets NY Central Valley (New York) Fee 100.0 % Acquired 2004 100.0 % — 844,246 844,246 Banana Republic, Burberry, Chanel, Coach, Dior, Dolce & Gabbana, Giorgio Armani, Gucci, Lacoste, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th 38. Wrentham Village Premium Outlets MA Wrentham (Boston) Fee 100.0 % Acquired 2004 98.8 % — 615,713 615,713 Banana Republic, Barneys New York, Burberry, Coach, Hugo Boss, Kenneth Cole, Lacoste, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragmo, Sony, Williams-Sonoma Total U.S. Premium Outlet Centers GLA — 15,014,105 15,014,105 Community/Lifestyle Centers 1. Arboretum at Great Hills TX Austin Fee 100.0 % Acquired 1998 90.8 % 35,773 167,452 203,225 Barnes & Noble 2. Bloomingdale Court IL Bloomingdale (Chicago) Fee 100.0 % Built 1987 96.5 % 467,513 162,846 630,359 Best Buy, T.J. Maxx N More, Office Max, Old Navy, Linens 'n Things, Wal-Mart, Circuit City, Dick's Sporting Goods, Jo-Ann Fabrics 3. Brightwood Plaza IN Indianapolis Fee 100.0 % Built 1965 100.0 % 20,450 18,043 38,493 4. Charles Towne Square SC Charleston Fee 100.0 % Built 1976 100.0 % 71,794 — 71,794 Regal Cinema 5. Chesapeake Center VA Chesapeake (Virginia Beach-Norfolk) Fee 100.0 % Built 1989 98.3 % 213,651 92,284 305,935 K-Mart, Movies 10, Petsmart, Michaels, Value City Furniture 6. Clay Terrace IN Carmel (Indianapolis) Fee 50.0 %(4)(18) Built 2004 94.7 % 161,281 337,218 498,499 Dick's Sporting Goods, Wild Oats Natural Marketplace, DSW, Circuit City Superstore 7. Cobblestone Court NY Victor (Rochester) Fee and Ground Lease (2038)(7) 35.0 %(4)(13) Built 1993 99.4 % 206,680 58,781 265,461 Dick's Sporting Goods, Kmart, Office Max 8. Countryside Plaza IL Countryside (Chicago) Fee 100.0 % Built 1977 76.2 % 327,418 76,338 403,756 Best Buy, Home Depot, PetsMart, Jo-Ann Fabrics, Office Depot, Value City Furniture 9. Crystal Court IL Crystal Lake (Chicago) Fee 35.0 %(4)(13) Built 1989 66.5 % 201,993 76,977 278,970 JCPenney(6),(8) 10. Dare Centre NC Kill Devil Hills Ground Lease (2058) 100.0 % Acquired 2004 98.7 % 134,320 34,518 168,838 Belk, Food Lion 11. DeKalb Plaza PA King of Prussia (Philadelphia) Fee 50.3 %(15) Acquired 2003 97.5 % 81,368 20,374 101,742 Lane Home Furnishings, ACME Grocery 12. Eastland Convenience Center IN Evansville Ground Lease (2075) 50.0 %(4) Acquired 1998 96.1 % 161,849 13,790 175,639 Marshalls, Toys 'R Us, Bed Bath & Beyond 13. Eastland Plaza OK Tulsa Fee 100.0 % Built 1986 56.0 % 152,451 37,810 190,261 Marshalls, Toys 'R Us,(8)(17) 14. Empire East(1) SD Sioux Falls Fee 50.0 %(4) Acquired 1998 98.1 % 275,089 22,189 297,278 Kohl's, Target, Bed Bath & Beyond 15. Fairfax Court VA Fairfax (Washington, D.C.) Fee 41.3 %(4)(13) Built 1992 100.0 % 169,043 80,615 249,658 Burlington Coat Factory, Circuit City Superstore, Offenbacher's 16. Forest Plaza IL Rockford Fee 100.0 % Built 1985 100.0 % 270,840 89,528 360,368 Kohl's, Marshalls, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed Bath & Beyond, Petco, Babies R' Us, Toys R' Us(6),(8) 17. Gaitway Plaza FL Ocala Fee 23.3 %(4)(13) Built 1989 97.2 % 123,027 85,713 208,740 Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed Bath & Beyond Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants
48.
Regency Plaza
MO
St. Charles
Fee
100.0
%
Built 1988
95.5
%
210,627
76,846
287,473
Wal-Mart, Sam's Wholesale Club49. Ridgewood Court MS Jackson Fee 35.0 % (4) (13) Built 1993 96.9 % 185,939 54,732 240,671 T.J. Maxx, Lifeway Christian Bookstore, Bed Bath & Beyond, Best Buy, Michaels, Marshalls 50. Rockaway Convenience Center NJ Rockaway (New York) Fee 100.0 % Acquired 1998 94.1 % 44,518 104,393 148,911 Best Buy, Acme, Cost Plus World Market, Office Depot 51. Rockaway Town Plaza NJ Rockaway (New York) Fee 100.0 % Acquired 1998 100.0 % 407,501 51,316 458,817 Target, Pier 1 Imports, PetsMart, Dick's Sporting Goods 52. Royal Eagle Plaza FL Coral Springs (Miami — Ft. Lauderale) Fee 35.0 % (4) (13) Built 1989 98.4 % 124,479 77,624 202,103 K Mart, Stein Mart 53. Shops at Arbor Walk, The TX Austin Ground Lease (2055) 100.0 % Built 2006 89.1 % 126,610 223,298 349,908 Home Depot, Marshall's, DSW, Golf Galaxy, Jo-Ann Fabrics (6) 54. Shops at North East Mall, The TX Hurst Fee 100.0 % Built 1999 98.2 % 265,595 99,148 364,743 Michael's, PetsMart, Old Navy, Pier 1 Imports, T.J. Maxx, Bed Bath & Beyond, Nordstrom Rack, Best Buy 55. St. Charles Towne Plaza MD Waldorf (Washington, D.C.) Fee 100.0 % Built 1987 79.1 % 286,081 108,690 394,771 T.J. Maxx, Jo-Ann Fabrics, K & G Menswear, CVS, Shoppers Food Warehouse, Dollar Tree, Value City Furniture, Gallo, (8) 56. Teal Plaza IN Lafayette Fee 100.0 % Built 1962 100.0 % 98,337 2,750 101,087 Hobby Lobby, Circuit City, Pep Boys 57. Terrace at the Florida Mall FL Orlando Fee 100.0 % Built 1989 97.9 % 289,252 42,731 331,983 Marshalls, American Signature Furniture, Global Import, Target, Bed Bath & Beyond, (8) 58. Tippecanoe Plaza IN Lafayette Fee 100.0 % Built 1974 100.0 % 85,811 4,711 90,522 Best Buy, Barnes & Noble 59. University Center IN Mishawaka Fee 60.0 % Built 1980 87.5 % 104,347 46,177 150,524 Michael's, Best Buy, Linens 'n Things 60. Village Park Plaza IN Carmel (Indianapolis) Fee 35.0 % (4) (13) Built 1990 98.8 % 414,593 134,923 549,516 Bed Bath & Beyond, Ashley Furniture HomeStore, Kohl's, Wal-Mart, Marsh, Menards 61. Washington Plaza IN Indianapolis Fee 100.0 % Built 1976 100.0 % 21,500 28,607 50,107 62. Waterford Lakes Town Center FL Orlando Fee 100.0 % Built 1999 100.0 % 622,244 329,446 951,690 Ross Dress for Less, T.J. Maxx, Bed Bath & Beyond, Old Navy, Barnes & Noble, Best Buy, Jo-Ann Fabrics, Office Max, PetsMart, Target, Ashley Furniture HomeStore, L.A. Fitness 63. West Ridge Plaza KS Topeka Fee 100.0 % Built 1988 89.5 % 182,161 59,226 241,387 Famous Footwear, T.J. Maxx, Toys 'R Us, Target 64. West Town Corners FL Altamonte Springs Fee 23.3 % (4) (13) Built 1989 99.2 % 263,782 121,477 (18) 385,259 Sports Authority, PetsMart, Winn-Dixie Marketplace, American Signature Furniture, Wal-Mart 65. Westland Park Plaza FL Orange Park Fee 23.3 % (4) (13) Built 1989 99.1 % 123,548 39,606 163,154 Sports Authority, PetsMart, Burlington Coat Factory 66. White Oaks Plaza IL Springfield Fee 100.0 % Built 1986 98.9 % 275,703 115,723 391,426 T.J. Maxx, Office Max, Kohl's Babies 'R Us, Kids 'R Us, Cub Foods 67. Whitehall Mall PA Whitehall Fee 38.0 % (15) (4) Acquired 2003 91.2 % 444,916 143,168 588,084 Sears, Kohl's, Bed Bath & Beyond, Borders Books & Music, Gold's Gym Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 18. Gateway Shopping Centers TX Austin Fee 95.0 % 2004 98.8 % 396,494 115,870 512,364 Star Furniture, Best Buy, Linens 'n Things, Recreational Equipment, Inc., Whole Foods, Crate & Barrel, The Container Store, Old Navy, Regal Cinema,(17) 19. Great Lakes Plaza OH Mentor (Cleveland) Fee 100.0 % Built 1976 100.0 % 159,194 4,910 164,104 Circuit City, Michael's, Best Buy, Cost Plus World Market, Linens 'n Things 20. Greenwood Plus IN Greenwood (Indianapolis) Fee 100.0 % Built 1979 100.0 % 134,141 21,178 155,319 Best Buy, Kohl's 21. Henderson Square PA King of Prussia (Philadelphia) Fee 76.0 % Acquired 2003 100.0 % 72,683 34,690 107,373 Staples, Genuardi's Family Market 22. Highland Lakes Center FL Orlando Fee 100.0 %(15) Built 1991 79.2 % 352,405 140,871 493,276 Marshalls, Bed Bath & Beyond, American Signature Furniture, Save-Rite Supermarkets, Ross Dress for Less, Office Max, Burlington Coat Factory, K&G Menswear,(8) 23. Indian River Commons FL Vero Beach Fee 50.0 % Built 1997 100.0 % 233,358 22,524 255,882 Lowe's, Best Buy, Ross Dress for Less, Bed Bath & Beyond, Michael's 24. Ingram Plaza TX San Antonio Fee 100.0 % Built 1980 100.0 % 52,231 59,287 111,518 Sheplers, Macy's Home Store, Mervyn's 25. Keystone Shoppes IN Indianapolis Ground Lease (2067) 100.0 % Acquired 1997 100.0 % — 29,140 29,140 26. Knoxville Commons TN Knoxville Fee 100.0 % Built 1987 100.0 % 171,563 8,900 180,463 Office Max,(8)(17) 27. Lake Plaza IL Waukegan (Chicago) Fee 100.0 % Built 1986 96.3 % 170,789 44,673 215,462 Home Owners Bargain Outlet,(8) 28. Lake View Plaza IL Orland Park (Chicago) Fee 100.0 % Built 1986 93.6 % 261,856 109,396 371,252 Factory Card Outlet, Linens 'n Things, Best Buy, Petco, Jo-Ann Fabrics, Golf Galaxy, Value City Furniture, Loehmann's 29. Lakeline Plaza TX Cedar Park (Austin) Fee 100.0 % Built 1998 98.5 % 307,966 79,479 387,445 Linens 'n Things, T.J. Maxx, Old Navy, Best Buy, Ross Dress for Less, Office Max, PetsMart, Party City, Cost Plus World Market, Toys 'R Us 30. Lima Center OH Lima Fee 100.0 % Built 1978 89.0 % 189,584 47,294 236,878 Kohl's, Hobby Lobby, T.J. Maxx 31. Lincoln Crossing IL O'Fallon (St. Louis) Fee 100.0 % Built 1990 100.0 % 229,820 13,446 243,266 Wal-Mart, PetsMart, The Home Depot 32. Lincoln Plaza PA King of Prussia (Philadelphia) Fee 63.2 %(15) Acquired 2003 100.0 % 251,224 16,007 267,231 Burlington Coat Factory, Circuit City, Lane Home Furnishings, AC Moore, Michaels, T.J. Maxx, Home Goods 33. MacGregor Village NC Cary (Raleigh) Fee 100.0 % Acquired 2004 80.4 % — 144,997 144,997 Spa Health Club, Tuesday Morning 34. Mall of Georgia Crossing GA Buford (Atlanta) Fee 100.0 % Built 1999 98.7 % 341,503 99,109 440,612 Best Buy, American Signature Furniture, T.J. Maxx, Nordstrom Rack, Staples, Target 35. Markland Plaza IN Kokomo Fee 100.0 % Built 1974 100.0 % 49,051 41,476 90,527 Best Buy, Bed Bath & Beyond 36. Martinsville Plaza VA Martinsville Space Lease (2046) 100.0 % Built 1967 97.1 % 88,470 13,635 102,105 Rose's Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants
68.
Willow Knolls Court
IL
Peoria
Fee
35.0
% (4) (13)
Built 1990
98.4
%
309,440
72,937
382,377
Willow Knolls 14, Burlington Coat Factory, Kohl's, Sam's Wholesale Club69. Wolf Ranch TX Georgetown (Austin) Fee 100.0 % Built 2005 77.4 % 395,071 218,908 613,979 Kohl's, Target, Linens 'n Things, Michaels, Best Buy, Office Depot, Old Navy, Pier 1 Imports, PetsMart, T.J. Maxx, DSW Total Community/Lifestyle Center GLA 13,152,921 5,968,456 19,121,377
OTHER PROPERTIES
1.
Crossville Outlet Center
TN
Crossville
Fee
100.0
%
Acquired 2004
100.0
%
—
151,256
151,256
Bass, Dress Barn, Liz Claiborne, Van Heusen, VF Outlet2. Factory Merchants Branson MO Branson Fee 100.0 % Acquired 2004 83.3 % — 269,307 269,307 Carter's, Izod, Nautica, Pfaltzgraff, Reebok, Pendelton, Tuesday Morning 3. Factory Stores of America-Boaz AL Boaz Ground Lease (2007) 100.0 % Acquired 2004 72.8 % — 111,909 111,909 Banister/Easy Spirit, Bon Worth, VF Outlet 4. Factory Stores of America-Georgetown KY Georgetown Fee 100.0 % Acquired 2004 96.5 % — 176,615 176,615 Bass, Dress Barn, Van Heusen 5. Factory Stores of America-Graceville FL Graceville Fee 100.0 % Acquired 2004 98.0 % — 83,962 83,962 Factory Brand Shoes, VF Outlet, Van Heusen 6. Factory Stores of America-Lebanon MO Lebanon Fee 100.0 % Acquired 2004 100.0 % — 86,249 86,249 Dress Barn, VF Outlet, Van Heusen 7. Factory Stores of America-Nebraska City NE Nebraska City Fee 100.0 % Acquired 2004 100.0 % — 89,646 89,646 Bass, Dress Barn, VF Outlet 8. Factory Stores of America-Story City IA Story City Fee 100.0 % Acquired 2004 84.0 % — 112,405 112,405 Dress Barn, Factory Brand Shoes, VF Outlet, Van Heusen 9. Factory Stores of North Bend WA North Bend Fee 100.0 % Acquired 2004 98.4 % — 223,402 223,402 Adidas, Bass, Carter's, Eddie Bauer, Nike, OshKosh B'Gosh, Samsonite, Gap Outlet 10. The Factory Shoppes at Branson Meadows MO Branson Ground Lease (2021) 100.0 % Acquired 2004 88.6 % 286,924 286,924 Branson Meadows Cinemas, Dress Barn Woman, VF Outlet Total Other GLA — 1,591,675 1,591,675 Total U.S. Properties GLA 113,892,050 87,123,088 201,015,138 Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 37. Matteson Plaza IL Matteson (Chicago) Fee 100.0 % Built 1988 87.1 % 230,885 40,070 270,955 Michael's, Dominick's, Value City Department Store,(8) 38. Muncie Plaza IN Muncie Fee 100.0 % Built 1998 98.6 % 271,626 27,195 298,821 Kohl's, Target, Shoe Carnival, T.J. Maxx, MC Sporting Goods, Kerasotes Theatres 39. New Castle Plaza IN New Castle Fee 100.0 % Built 1966 83.6 % 24,912 66,736 91,648 Goody's, Jo-Ann Fabrics 40. North Ridge Plaza IL Joliet (Chicago) Fee 100.0 % Built 1985 99.3 % 190,323 114,747 305,070 Hobby Lobby, Office Max, Fun In Motion, Minnesota Fabrics, Burlington Coat Factory 41. North Ridge Shopping Center NC Raleigh Fee 100.0 % Acquired 2004 99.6 % 43,247 123,308 166,555 Ace Hardware, Kerr Drugs, Harris-Teeter Grocery 42. Northwood Plaza IN Fort Wayne Fee 100.0 % Built 1974 78.8 % 136,404 71,841 208,245 Target, Cinema Grill 43. Palms Crossing TX McAllen Fee 100.0 % Built 2007 99.5 % 199,021 59,025 258,046 Bealls, DSW, Barnes & Noble, Babies 'R Us, Sports Authority, Guitar Center, Cavendar's Boot City, Best Buy(6), Ashley Furniture 44. Park Plaza KY Hopkinsville Fee 100.0 % Built 1968 96.6 % 82,398 32,526 114,924 Big Lots, Peddler's Mall 45. Plaza at Buckland Hills, The CT Manchester (Hartford) Fee 35.0 %(4)(13) Built 1993 97.1 % 252,179 82,214 334,393 Linens 'n Things, Jo-Ann Fabrics, Party City, The Maytag Store, Toys 'R Us, Michaels, PetsMart,(17) 46. Regency Plaza MO St. Charles (St. Louis) Fee 100.0 % Built 1988 95.5 % 235,642 51,831 287,473 Wal-Mart, Sam's Wholesale Club 47. Ridgewood Court MS Jackson Fee 35.0 %(4)(13) Built 1993 96.9 % 185,939 54,732 240,671 T.J. Maxx, Lifeway Christian Bookstore, Bed Bath & Beyond, Best Buy, Michaels, Marshalls 48. Rockaway Convenience Center NJ Rockaway (New York) Fee 100.0 % Acquired 1998 90.9 % 99,556 50,086 149,642 Best Buy, Acme, Office Depot 49. Rockaway Plaza NJ Rockaway (New York) Fee 100.0 % Acquired 1998 100.0 % 407,501 51,327 458,828 Target, Pier 1 Imports, PetsMart, Dick's Sporting Goods, AMC Theatres 50. Royal Eagle Plaza FL Coral Springs (Miami-Ft. Lauderdale) Fee 35.0 %(4)(13) Built 1989 100.0 % 124,479 74,830 199,309 K Mart, Stein Mart 51. Shops at Arbor Walk, The TX Austin Ground Lease (2055) 100.0 % Built 2006 97.1 % 199,921 231,656 431,577 Home Depot, Marshall's, DSW, Golf Galaxy, Jo-Ann Fabrics, Circuit City 52. Shops at North East Mall, The TX Hurst (Dallas-Ft. Worth) Fee 100.0 % Built 1999 98.2 % 265,595 99,148 364,743 Michael's, PetsMart, Old Navy, Pier 1 Imports, T.J. Maxx, Bed Bath & Beyond, Best Buy, Barnes & Noble(6) 53. St. Charles Towne Plaza MD Waldorf (Washington, D.C.) Fee 100.0 % Built 1987 72.2 % 286,306 108,826 395,132 Jo-Ann Fabrics, K & G Menswear, CVS, Shoppers Food Warehouse, Dollar Tree, Value City Furniture, Gallo,(8) 54. Teal Plaza IN Lafayette Fee 100.0 % Built 1962 43.4 % 98,337 2,750 101,087 Circuit City, Pep Boys 55. Terrace at the Florida Mall FL Orlando Fee 100.0 % Built 1989 93.2 % 289,252 57,441 346,693 Marshalls, American Signature Furniture, Global Import, Target, Bed Bath & Beyond,(8) Gross Leasable Area Property Name State City (Metropolitan area) Ownership Interest (Expiration if Lease) (3) Legal Ownership Year Built or Acquired Occupancy (5) Anchor Mall & Freestanding Total Retail Anchors and Major Tenants PROPERTIES UNDER CONSTRUCTION Expected Opening
1.
Domain, The
TX
Austin
Fee
100.0
%
3/07
N/A
—
—
—
Neiman Marcus, Macy's2. Philadelphia Premium Outlets PA Limerick Fee 100.0 % 11/07 N/A — — — 3. Palms Crossing TX McAllen Fee 100.0 % 11/07 N/A — — — Bealls, DSW, Barnes & Noble, Babies 'R Us, Sports Authority, Guitar Center, Cavendar's Boot City 4. Pier Park FL Panama City Beach Fee 100.0 % 3/08 N/A — — — Dillard's, JCPenney, Target, Old Navy, Borders Books & Music 5. Hamilton Town Center IN Noblesville (Indianapolis) Fee 50.0 % 3/08 N/A — — — JCPenney Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 56. Tippecanoe Plaza IN Lafayette Fee 100.0 % Built 1974 100.0 % 85,811 4,711 90,522 Best Buy, Barnes & Noble 57. University Center IN Mishawaka (South Bend) Fee 100.0 % Built 1980 87.7 % 104,347 46,177 150,524 Michael's, Best Buy, Linens 'n Things 58. Village Park Plaza IN Carmel (Indianapolis) Fee 35.0 %(4)(13) Built 1990 98.2 % 414,593 134,982 549,575 Bed Bath & Beyond, Ashley Furniture HomeStore, Kohl's, Wal-Mart, Marsh, Menards, Regal Cinema 59. Washington Plaza IN Indianapolis Fee 100.0 % Built 1976 100.0 % 21,500 28,607 50,107 60. Waterford Lakes Town Center FL Orlando Fee 100.0 % Built 1999 99.5 % 622,244 329,625 951,869 Ross Dress for Less, T.J. Maxx, Bed Bath & Beyond, Old Navy, Barnes & Noble, Best Buy, Jo-Ann Fabrics, Office Max, PetsMart, Target, Ashley Furniture HomeStore, L.A. Fitness, Regal Cinema 61. West Ridge Plaza KS Topeka Fee 100.0 % Built 1988 89.5 % 182,161 71,459 253,620 Famous Footwear, T.J. Maxx, Toys 'R Us, Target 62. West Town Corners FL Altamonte Springs (Orlando) Fee 23.3 %(4)(13) Built 1989 98.2 % 263,782 121,477 385,259 Sports Authority, PetsMart, Winn-Dixie Marketplace, American Signature Furniture, Wal-Mart 63. Westland Park Plaza FL Orange Park (Jacksonville) Fee 23.3 %(4)(13) Built 1989 97.2 % 123,548 39,606 163,154 Sports Authority, PetsMart, Burlington Coat Factory 64. White Oaks Plaza IL Springfield Fee 100.0 % Built 1986 98.9 % 275,703 115,723 391,426 T.J. Maxx, Office Max, Kohl's Babies 'R Us, Kids 'R Us, Country Market 65. Whitehall Mall PA Whitehall Fee 38.0 %(15)(4) Acquired 2003 90.5 % 493,475 94,647 588,122 Sears, Kohl's, Bed Bath & Beyond, Borders Books & Music, Gold's Gym 66. Willow Knolls Court IL Peoria Fee 35.0 %(4)(13) Built 1990 99.7 % 341,328 41,049 382,377 Burlington Coat Factory, Kohl's, Sam's Wholesale Club, Willow Knolls 14 67. Wolf Ranch TX Georgetown (Austin) Fee 100.0 % Built 2005 81.4 % 395,071 219,614 614,685 Kohl's, Target, Linens 'n Things, Michaels, Best Buy, Office Depot, Old Navy, Pier 1 Imports, PetsMart, T.J. Maxx, DSW Total Community/Lifestyle Center GLA 13,483,958 5,069,324 18,553,282 Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants Other Properties 1. Crossville Outlet Center TN Crossville Fee 100.0 % Acquired 2004 100.0 % — 151,256 151,256 Bass, Dressbarn, Kasper, L'eggs Hanes Bali Playtex, Liz Claiborne, Rack Room Shoes, Van Heusen, VF Outlet 2. Factory Merchants Branson MO Branson Ground Lease (2021) 100.0 % Acquired 2004 78.2 % — 269,307 269,307 Carter's, Crocs, Izod, Jones New York, Pendleton, Reebok, Tuesday Morning 3. Factory Stores of America- Boaz AL Boaz Ground Lease (2012) 100.0 % Acquired 2004 81.6 % — 111,909 111,909 Banister/Easy Spirit, Bon Worth, VF Outlet 4. Factory Stores of America- Georgetown KY Georgetown Fee 100.0 % Acquired 2004 97.7 % — 176,615 176,615 Bass, Dressbarn, Van Heusen 5. Factory Stores of America- Graceville FL Graceville Fee 100.0 % Acquired 2004 100.0 % — 83,962 83,962 Factory Brand Shoes, Van Heusen, VF Outlet 6. Factory Stores of America- Lebanon MO Lebanon Fee 100.0 % Acquired 2004 100.0 % — 86,249 86,249 Dressbarn, Van Heusen, VF Outlet 7. Factory Stores of America- Nebraska City NE Nebraska City Fee 100.0 % Acquired 2004 97.8 % — 89,646 89,646 Bass, Dressbarn, VF Outlet 8. Factory Stores of America- Story City IA Story City Fee 100.0 % Acquired 2004 85.3 % — 112,405 112,405 Dressbarn, Factory Brand Shoes, Van Heusen, VF Outlet 9. Factory Stores of North Bend WA North Bend Fee 100.0 % Acquired 2004 100.0 % — 223,402 223,402 Adidas, Bass, Carter's, Coach, Gap Outlet, Izod, Nike, Nine West, Samsonite, Van Heusen, VF Outlet 10. The Factory Shoppes at Branson Meadows MO Branson Ground Lease (2021) 100.0 % Acquired 2004 88.0 % — 286,924 286,924 Branson Meadows Cinemas, Dressbarn, VF Outlet Total Other GLA — 1,591,675 1,591,675 Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants Mills Properties The Mills® 1. Arizona Mills AZ Tempe (Phoenix) Fee 25.0 % Acquired 2007 97.8 % 594,294 657,941 1,252,235 Marshalls, Last Call Nieman Marcus, Off 5th Saks Fifth Avenue, Linens N Things, Burlington Coat Factory, Sears Appliance Outlet, Gameworks, Sports Authority, Ross Dress for Less, JCPenney Outlet, Group USA, Virgin Megastore, Hi-Health, Harkins Cinemas, IMAX Theatre 2. Arundel Mills MD Hanover (Baltimore) Fee 29.6 %(2) Acquired 2007 99.2 % 669,935 619,767 1,289,702 Bass Pro Shops, Bed Bath & Beyond, Best Buy, Books-A-Million, Burlington Coat Factory, The Children's Place, Dave & Buster's, F.Y.E., H&M, Modell's, Neiman Marcus Last Call, OFF 5TH Saks Fifth Avenue Outlet, Off Broadway Shoe Warehouse, Old Navy, T.J. MAXX, Muvico Theatres 3. Cincinnati Mills OH Cincinnati Fee 50.0 % Acquired 2007 77.8 % 931,475 510,696 1,442,171 Bass Pro Shops, OFF 5th Saks Fifth Avenue Outlet, Burlington Coat Factory, Kohl's, Wonderpark, Steve & Barry's University Sportswear, Urban Behavior, Bigg's, Guitar Center, Berean Christian Store, Babies 'R' Us, Metropolis, Showcase Cinemas, Danbarry Cinemas 4. Colorado Mills CO Lakewood (Denver) Fee 18.8 %(2) Acquired 2007 82.1 % 452,746 650,246 1,102,992 Borders Books Music Café, Eddie Bauer Outlet, Last Call Clearance Center from Neiman Marcus, Off Broadway Shoe Warehouse, OFF 5TH Saks Fifth Avenue Outlet, Sports Authority, United Artists Theatre, Steve & Barry's(5) 5. Concord Mills NC Concord (Charlotte) Fee 29.6 %(2) Acquired 2007 97.0 % 659,384 694,140 1,353,524 Bass Pro Shops Outdoor World, Burlington Coat Factory, Off 5th Saks Fifth Avenue, FYE, The Children's Place Outlet, Blacklion, Dave & Buster's, NIKE, TJ Maxx, Group USA, Sun & Ski, Books-a-Million, AC Moore, Old Navy, Bed Bath & Beyond, Circuit City, NASCAR Speedpark, AMC Theatres 6. Discover Mills GA Lawrenceville (Atlanta) Fee 25.0 %(2) Acquired 2007 96.3 % 594,140 589,249 1,183,389 Bass Pro Shops, Books-A-Million, Burlington Coat Factory, Lunar Golf, Neiman Marcus Last Call, Medieval Times, Off 5th Saks Fifth Avenue Outlet, Off Broadway Shoe Warehouse, ROSS Dress for Less, Sears Appliance Outlet, Sun & Ski Sports, Urban Behavior, Woodward Skatepark of Atlanta, Dave & Buster's, Steve & Barry's, AMC Theatres Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 7. Franklin Mills PA Philadelphia Fee 50.0 % Acquired 2007 87.8 % 818,295 924,917 1,743,212 Dave & Buster's, JC Penney Outlet Store, Burlington Coat Factory, Marshalls HomeGoods, Steve & Barry's, Modell's Sporting Goods, Group USA, Bed Bath & Beyond, Sam Ash Music, Off 5th Saks Fifth Avenue, Last Call Neiman Marcus, Sears Appliance Outlet, H&M, Woodward Skatepark, AMC Theatres 8. Grapevine Mills TX Grapevine (Dallas-Ft. Worth) Fee 29.6 %(2) Acquired 2007 95.8 % 803,372 974,691 1,778,063 Bed, Bath & Beyond, Books-A-Million, Burlington Coat Factory, The Children's Place, Dr. Pepper STARSCENTER, Forever 21, Group USA—The Clothing Co. JCPenney Outlet, Last Call Neiman Marcus, Marshalls, NIKE, OFF 5th Saks Fifth Avenue, Old Navy, Sears, Steve & Barry's, Sun & Ski Sports, Virgin Megastore, Western Warehouse, Woodward Skatepark, Gameworks, AMC Theatres 9. Great Mall of the Bay Area CA Milpitas (San Jose) Fee 24.5 %(2) Acquired 2007 93.6 % 657,506 721,172 1,378,678 Last Call Nieman Marcus, Sports Authority, Group USA, Old Navy, Kohl's, Dave & Busters, Sears Appliance Outlet, Burlington Coat Factory, Marshalls, Off 5th Saks Fifth Avenue, NIKE, Steve & Barry's(5), Century Theatres,(8) 10. Gurnee Mills IL Gurnee (Chicago) Fee 50.0 % Acquired 2007 97.0 % 952,662 863,966 1,816,628 Bass Pro Shops Outdoor World, Bed Bath & Beyond, Burlington Coat Factory, Circuit City, H & M, JCPenny Outlet Store, Kohl's, Marshall's Home Goods, Off 5th—Saks Fifth Avenue Outlet, Rink Side Sports, Sears Grand, The Sports Authority, TJ Maxx, Value City, VF Outlet, AMC Theatres 11. Katy Mills TX Katy (Houston) Fee 31.3 %(2) Acquired 2007 90.7 % 581,053 1,006,847 1,587,900 Bass Pro Shops Outdoor World, Bed Bath and Beyond, Books-A-Million, Burlington Coat Factory, F.Y.E.-For Your Entertainment, Marshalls, Neiman Marcus Last Call Clearance Center, Off 5th Saks Fifth Avenue Outlet, Steve and Barry's, Sun & Ski Sports, American Theatres, Circuit City(6) 12. Ontario Mills CA Ontario Fee 25.0 % Acquired 2007 94.5 % 809,476 672,834 1,482,310 Burlington Coat Factory, Totally for Kids, NIKE, Gameworks, The Children's Place Outlet, Cost Plus World Market, Marshalls, JCPenney Outlet, Off 5th Saks Fifth Avenue Outlet, Bed Bath & Beyond, Nordstrom Rack, Steve & Barry's, Dave & Busters, Virgin Megastore, Group USA, Sam Ash Music, Off Broadway Shoes, AMC Theatres,(8) Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants 13. Opry Mills TN Nashville Fee 24.5 %(2) Acquired 2007 94.2 % 531,676 625,555 1,157,231 Bass Pro Shops Outdoor World, Dave & Buster's, The Gibson Showcase, Bed Bath & Beyond, Off 5th Saks Fifth Avenue Outlet, Barnes & Noble Booksellers, Old Navy Clothing Co., Off Broadway Shoe Warehouse, Nike Factory Store, Sun & Ski Sports, BLACKLION, Regal Cinema, Forever(5) 14. Potomac Mills VA Prince William (Washington, D.C.) Fee 50.0 % Acquired 2007 96.9 % 771,623 791,957 1,563,580 Group USA, Marshall's, TJ Maxx, Sears Appliance Outlet, Old Navy, JCPenney Outlet, Urban Behavior, Burlington Coat Factory, Off Broadway Shoe Warehouse, Nordstrom Rack and Off 5th Saks Fifth Avenue Outlet, Costco Warehouse, The Children's Place, AMC Theatres 15. Sawgrass Mills FL Sunrise (Miami-Ft. Lauderdale) Fee 50.0 % Acquired 2007 98.5 % 959,158 1,292,910 2,252,068 American Signature Home, Beall's Outlet, Bed Bath & Beyond, Brandsmart USA, Burlington Coat Factory, Gameworks, JCPenny Outlet Store, Marshalls, Neiman Marcus Last Call Clearance Center, Nike Factory Store, Nordstrom Rack, Off 5th Saks Fifth Avenue Outlet, Ron Jon Surf Shop, The Sports Authority, Super Target, TJ Maxx, VF Factory Outlet, Wannado City, FYE, Off Broadway Shoes, Regal Cinema 16. St. Louis Mills MO Hazelwood (St. Louis) Fee 25.0 %(2) Acquired 2007 82.1 % 681,219 510,447 1,191,666 Bed Bath & Beyond, Books-A-Million, Burlington Coat Factory, Cabela's, Circuit City, iceZONE, Marshalls MegaStore, NASCAR SpeedPark, Off Broadway Shoe Warehouse, Sears Appliance Outlet, The Children's Place Outlet, Regal Cinema 17. The Block at Orange CA Orange (Los Angeles) Fee 25.0 %(2) Acquired 2007 97.8 % 307,795 410,986 718,781 Dave & Buster's, The Power House, Ron Jon Surf Shop, Vans Skatepark, Virgin Megastore, Steve & Barry's, Lucky Strike Lanes, Borders Books & Music, Hilo Hattie, Off 5th Saks Fifth Avenue, AMC Theatres Subtotal The Mills® 11,775,809 12,518,321 24,294,130 Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants Mills Regional Malls 18. Briarwood Mall MI Ann Arbor Fee 25.0 % Acquired 2007 94.2 % 608,118 353,185 961,303 Macy's, JCPenney, Sears, Von Maur 19. Del Amo Fashion Center CA Torrance (Los Angeles) Fee 25.0 %(2) Acquired 2007 85.5 % 1,341,701 1,057,981 (18) 2,399,682 Macy's Men's, Macy's Women's, Macy's Home & Furnishings, JCPenney, Sears, Marshalls, T.J. Maxx, Barnes & Noble, JoAnn Fabrics, Crate & Barrel, L.A. Fitness, Burlington Coat Factory, AMC Theatres 20. Dover Mall DE Dover Fee 34.1 % Acquired 2007 98.3 % 140,000 747,043 887,043 Macy's, JCPenney, Boscov's, Sears, Carmike Cinemas 21. Esplanade, The LA Kenner (New Orleans) Fee 50.0 % Acquired 2007 89.4 % 544,140 352,940 897,080 Dillard's, Dillard's Men's, Macy's(6) (20) 22. Falls, The FL Miami Fee 25.0 % Acquired 2007 95.0 % 455,000 352,654 807,654 Bloomingdale's, Macy's, Regal Cinema 23. Galleria at White Plains, The NY White Plains (New York) Fee 50.0 % Acquired 2007 83.8 % 555,915 322,238 878,153 Macy's, Sears, H&M 24. Hilltop Mall CA Richmond (San Francisco) Fee 25.0 % Acquired 2007 84.3 % 748,551 326,001 1,074,552 JCPenny, Sears, Macy's, Wal-Mart, Steve & Barry's(6) 25. Lakeforest Mall MD Gaithersburg (Washington, D.C.) Fee 25.0 % Acquired 2007 87.4 % 639,289 398,608 1,037,897 Macy's, Lord & Taylor, JCPenney, Sears 26. Mall at Tuttle Crossing, The OH Dublin (Columbus) Fee 25.0 % Acquired 2007 93.3 % 746,568 380,762 1,127,330 Macy's, Macy's, Sears, JCPenney 27. Marley Station MD Glen Burnie (Baltimore) Fee 25.0 % Acquired 2007 78.0 % 735,682 333,901 1,069,583 Boscov's, Macy's, JCPenney, Sears, The Movies at Marley Station 28. Meadowood Mall NV Reno Fee 25.0 % Acquired 2007 91.0 % 609,840 274,682 884,522 Macy's Men's, Macy's, Sears, and JCPenney 29. Northpark Mall MS Ridgeland (Jackson) Fee 50.0 % Acquired 2007 93.8 % 646,725 311,610 958,335 Dillard's, JCPenney, Belk, United Artists Theatre 30. Shops at Riverside, The NJ Hackensack (New York) Fee 50.0 % Acquired 2007 87.4 % 404,666 339,088 743,754 Bloomingdale's, Saks Fifth Avenue, Barnes & Noble 31. Southdale Center MN Edina (Minneapolis) Fee 50.0 % Acquired 2007 87.4 % 817,320 525,191 1,342,511 Macy's, JCPenney, Marshall's, American Theatres(8) 32. Southridge Mall WI Greendale (Milwaukee) Fee 50.0 % Acquired 2007 88.3 % 874,925 352,492 1,227,417 JC Penney, Sears, Kohl's, Boston Store, Steve & Barry's, Linens N Things, Cost Plus World Market, Carmike Cinemas(8) 33. Stoneridge Mall CA Pleasanton (San Francisco) Fee 25.0 % Acquired 2007 97.9 % 841,454 459,265 1,300,719 Macy's Women's, Macy's Men's, Nordstrom, Sears, JCPenney Subtotal Mills Regional Malls 10,709,894 6,887,641 17,597,535 Mills Community Centers 34. Arundel Mills Marketplace MD Hanover (Baltimore) Fee 29.6 %(2) Acquired 2007 100.0 % 77,472 24,141 101,613 Circuit City, Michael's, Staples 35. Concord Mills Marketplace NC Concord (Charlotte) Fee 50.0 % Acquired 2007 100.0 % 216,870 13,813 230,683 BJ's Wholesale Club, Garden Ridge 36. Denver West Village CO Lakewood Fee 18.8 % Acquired 2007 92.5 % 202,306 107,790 310,096 Barnes & Noble, Bed Bath & Beyond, Office Max, Old Navy, Wild Oats, United Artists 37. Liberty Plaza PA Philadelphia Fee 50.0 % Acquired 2007 98.2 % 319,255 52,211 371,466 Wal-Mart, Dick's Sporting Goods, Raymour & Flanigan, Super Fresh Food Market Subtotal Mills Community Centers 815,903 197,955 1,013,858 Total Mills Properties 23,301,606 19,603,917 42,905,523 Total U.S. Properties GLA 135,055,803 107,057,840 242,113,643 Gross Leasable Area Ownership
Interest
(Expiration if
Lease)(3) Property Name State City (CBSA) Legal
Ownership Year Built
or
Acquired Occupancy(5) Anchor Mall &
Freestanding Total Retail Anchors and Major Tenants PROPERTIES UNDER CONSTRUCTION Expected Opening 1. Pier Park FL Panama City Beach Fee 100.0 % 3/08 Dillard's, JCPenney, Target (open), Old Navy, Borders, Grand Theatres 2. Hamilton Town Center IN Noblesville (Indianapolis) Fee 50.0 % 3/08 JCPenney (open), Borders, Dick's Sporting Goods, Old Navy, Steinmart, Bed Bath & Beyond, DSW, Ulta 3. Houston Premium Outlets TX Houston Fee 100.0 % 3/08 Adidas, Banana Republic, Coach, Cole Haan, Elie Tahari, Juicy Couture, Michael Kors, Nike, True Religion, Tommy Hilfiger 4. Jersey Shore Premium Outlets NJ Tinton Falls Fee 100.0 % 11/08 Brooks Brothers, Calvin Klein, Elie Tahari, Guess, J. Crew, Michael Kors, Theory, NIKE, Timberland, Tommy Hilfiger Malls — Malls—Executed leases for all company-owned GLA in mall and freestanding stores, excluding majors. Premium Outlet Centers — Centers—Executed leases for all company-owned GLA (or total center GLA). Community Centers — Centers—Executed leases for all company-owned GLA including majors, mall stores and freestanding stores.
Arsenal Mall — Mall—105,807 sq. ft. Lenox Square — Square—2,674 sq. ft.Century III Mall — Mall—35,929 sq. ft. Menlo Park Mall — Mall—50,615 sq. ft.Circle Centre Mall — Mall—9,123 sq. ft. Oak Court Mall — Mall—126,319 sq. ft.Copley Place — Place—856,586 sq. ft. Oxford Valley Mall — Mall—109,832 sq. ft.Fashion Centre at Pentagon City, The — The—169,089 sq. ft. Plaza Carolina — Carolina—28,192 sq. ft.Fashion Mall at Keystone, The — The—10,927 sq. ft. River Oaks Center — Center—118,311 sq. ft.Firewheel Town Center — Center—75,000 sq. ft. Roosevelt Field — Field—1,610 sq. ft.Greendale Mall — Mall—119,860 sq. ft. Stanford Shopping Center — Center—5,748 sq. ft.The Plaza & Court at King of Prussia — Prussia—13,627 sq. ft. The Westchester — Westchester—820 sq. ft.Lehigh Valley Mall — Mall—11,754 sq. ft. Del Amo Fashion Center—113,000 sq. ft. Parisian locations will convert to Belk nameplate in 2007.(20)(2010)(2009).We ownOur interests in properties outside the United States are all owned through the following international joint venture arrangements.2006:2007:Joint Venture Investment Ownership
Interest Properties open
and operating Countries of
OperationGallerie Commerciali Italia, S.p.A. ("GCI") 49.0 % 41 Italy Simon Ivanhoe S.à.r.l. ("Simon Ivanhoe") 50.0 % 12 France, Poland Joint Venture Investment Ownership Interest Properties open and operating Countries of Operation Gallerie Commerciali Italia, S.p.A., or GCI 49.0 % 44 Italy Simon Ivanhoe S.à.r.l., or Simon Ivanhoe 50.0 % 7 France, Poland also operates through aand its wholly-owned subsidiary Groupe BEG, S.A. ("BEG"). Simon Ivanhoe and BEG are fully integrated European retail real estate developers, owners and managers.thesethe properties in Italy are subject to leaseholds whereby GCI leases all or a portion of the premises from a third party who is entitled to receive substantially all the economic benefits of that portion of the properties. Auchan and Carrefour are the two largest hypermarket operators in Europe.fivesix joint ventures in Japan, one in Mexico, and one in Mexico.South Korea. The fivesix joint ventures in Japan operate Premium Outlet centers in various cities in Japan and are held in joint ventures with Mitsubishi Estate Co., Ltd. and Sojitz Corporation (formerly known as Nissho Iwai Corporation). These centers have over 1.41.6 million square feet of GLA. These centersGLA and were all 100% leased as of December 31, 2006 and contained2007. They contain 600 stores with approximately 300 different tenants. The Premium Outlet center in Mexico is 85%88% leased as of December 31, 2006.2007, and the Premium Outlet center in South Korea is 100% leased as of December 31, 2007.sixeight Premium Outlet centers in international joint ventures:Joint Venture Investment Holdings Ownership
InterestGotemba Premium Outlets—Outlets — Gotemba City (Tokyo), Japan 40.0%40.0% Rinku Premium Outlets—Outlets — Izumisano (Osaka), Japan 40.0%40.0% Sano Premium Outlets—Outlets — Sano (Tokyo), Japan 40.0%40.0% Toki Premium Outlets—Outlets — Toki (Nagoya), Japan 40.0%40.0% Tosu Premium Outlets—Outlets — Fukuoka (Kyushu), Japan 40.0%40.0% Kobe-Sanda Premium Outlets — Kobe, Japan 40.0 % Punta Norte Premium Outlets—Outlets — Mexico City, Mexico 50.0%50.0% Yeoju Premium Outlets — Yeoju, South Korea 50.0 % YeojuSendai Izumi Premium Outlets, a 253,000172,000 square foot center located in South Korea.Sendai, Japan. We have a 50%40% interest in this property consistent with the remaining 50% interest owned by Shinsegae.ownership structure of our other Japanese investments. Also, through a joint venture arrangement with MSREF and SZITIC CP, we have a 32.5% interest in fourfive shopping centers that are under construction in China aggregating 1.92.5 million square feet of GLA.MexicoSouth Korea at December 31, 2006.2007.
International Property Table Gross Leasable Area (1) Gross Leasable Area (1) COUNTRY/Property Name City (Metropolitan area) Ownership
Interest SPG
Ownership Year Built Hypermarket/Anchor (4) Mall & Freestanding Total Retail Anchors and Major Tenants COUNTRY/Property Name City (Metropolitan area) Ownership Interest SPG Effective Ownership Year Built Hypermarket/ Anchor (4) Mall &
Freestanding Total Retail Anchors and
Major Tenants FRANCE FRANCE 1. Bay 2 Torcy (Paris) Fee 50.0 % 2003 132,400 408,900 541,300 Carrefour, Leroy Merlin Bay 2 Torcy (Paris) Fee 50.0 % 2003 159,900 416,900 576,800 Carrefour, Leroy Merlin 2. Bay 1 Torcy (Paris) Fee 50.0 % 2004 — 336,300 336,300 Conforama, Go Sport Bay 1 Torcy (Paris) Fee 50.0 % 2004 — 348,900 348,900 Conforama, Go Sport 3. Bel'Est Bagnolet (Paris) Fee 17.5 % 1992 150,700 63,000 213,700 Auchan Bel'Est Bagnolet (Paris) Fee 17.5 % 1992 109,800 63,300 173,100 Auchan 4. Villabé A6 Villabé (Paris) Fee 7.5 % 1992 102,300 104,500 206,800 Carrefour Villabé A6 Villabé (Paris) Fee 7.5 % 1992 124,900 159,400 284,300 Carrefour 5. Wasquehal Wasquehal (Lille) Fee 50.0 % 2006 129,200 102,100 231,300 Carrefour Wasquehal Wasquehal (Lille) Fee 50.0 % 2006 131,300 123,400 254,700 Carrefour Subtotal France 514,600 1,014,800 1,529,400 Subtotal France 525,900 1,111,900 1,637,800
ITALY
ITALY
6. Ancona — Senigallia Senigallia (Ancona) Fee 49.0 % 1995 41,200 41,600 82,800 Cityper Ancona — Senigallia Senigallia (Ancona) Fee 49.0 % 1995 41,200 41,600 82,800 Cityper 7. Ascoli Piceno — Grottammare Grottammare (Ascoli Piceno) Fee 49.0 % 1995 38,900 55,900 94,800 Cityper, Scarpe & Scarpe Ascoli Piceno — Grottammare Grottammare (Ascoli Piceno) Fee 49.0 % 1995 38,900 55,900 94,800 Cityper 8. Ascoli Piceno — Porto Sant'Elpidio Porto Sant'Elpidio (Ascoli Piceno) Fee 49.0 % 1999 48,000 114,300 162,300 Cityper, Comet Ascoli Piceno — Porto Sant'Elpidio Porto Sant'Elpidio (Ascoli Piceno) Fee 49.0 % 1999 48,000 114,300 162,300 Cityper 9. Bari — Casamassima Casamassima (Bari) Fee 49.0 % 1995 159,000 388,800 547,800 Auchan, Coin, Eldo, Leroy Merlin, Decathlon, Oviesse, Kiabi, Upim Bari — Casamassima Casamassima (Bari) Fee 49.0 % 1995 159,000 388,800 547,800 Auchan, Coin, Eldo, Bata, Leroy Merlin, Decathlon 10. Bari — Modugno (5) Modugno (Bari) Fee 49.0 % 2004 96,900 46,600 143,500 Auchan Bari — Modugno Modugno (Bari) Fee 49.0 % 2004 96,900 46,600 143,500 Auchan, euronics, Decathlon 11. Brescia — Mazzano Mazzano (Brescia) Fee/Leasehold (2) 49.0 % (2) 1994 103,300 127,400 230,700 Auchan, Bricocenter, Upim, Trony Brescia — Mazzano Mazzano (Brescia) Fee / Leasehold (2) 49.0 %(2) 1994 103,300 127,400 230,700 Auchan, Bricocenter, Upim 12. Brindisi — Mesagne Mesagne (Brindisi) Fee 49.0 % 2003 88,000 140,600 228,600 Auchan, Euronics Brindisi-Mesagne Mesagne (Brindisi) Fee 49.0 % 2003 88,000 140,600 228,600 Auchan 13. Cagliari — Santa Gilla Cagliari Fee/Leasehold (2) 49.0 % (2) 1992 75,900 114,800 190,700 Auchan, Bricocenter, Trony Cagliari — Santa Gilla Cagliari Fee / Leasehold (2) 49.0 %(2) 1992 75,900 114,800 190,700 Auchan, Bricocenter 14. Catania — La Rena Catania Fee 49.0 % 1998 124,100 22,100 146,200 Auchan Catania — La Rena Catania Fee 49.0 % 1998 124,100 22,100 146,200 Auchan 15. Cuneo Cuneo (Torino) Fee 49.0 % 2004 80,700 201,500 282,200 Auchan, Bricocenter, Decathlon, Upim, Euronics Cinisello Cinisello (Milano) Fee 49.0 % 2007 125,000 250,600 375,600 Auchan 16. Giugliano Giugliano (Napoli) Fee 19.6 % 2006 130,000 618,300 748,300 Auchan, Decathlon, Leroy Merlin, Oviesse, Conbipel, Scarpe & Scarpe, Eldo, Euronics Cuneo Cuneo (Torino) Fee 49.0 % 2004 80,700 201,500 282,200 Auchan, Bricocenter 17. Milano — Rescaldina Rescaldina (Milano) Fee 49.0 % 2000 165,100 212,000 377,100 Auchan, Bricocenter, Decathlon, Media World, Upim Giugliano Giugliano (Napoli) Fee 49.0 %(5) 2006 130,000 624,500 754,500 Auchan 18. Milano — Vimodrone Vimodrone (Milano) Fee 49.0 % 1989 110,400 80,200 190,600 Auchan, Bricocenter Milano — Rescaldina Rescaldina (Milano) Fee 49.0 % 2000 165,100 212,000 377,100 Auchan, Bricocenter, Decathlon, Media World 19. Napoli — Pompei Pompei (Napoli) Fee 49.0 % 1990 74,300 17,100 91,400 Auchan Milano — Vimodrone Vimodrone (Milano) Fee 49.0 % 1989 110,400 80,200 190,600 Auchan, Bricocenter 20. Padova Padova Fee 49.0 % 1989 73,300 32,500 105,800 Auchan Napoli — Pompei Pompei (Napoli) Fee 49.0 % 1990 74,300 17,100 91,400 Auchan 21. Palermo Palermo Fee 49.0 % 1990 73,100 9,800 82,900 Auchan Nola — Volcano Buono Nola (Napoli) Fee 22.1 % 2007 142,900 733,100 876,000 Auchan, Coin, Holiday Inn, Media World 22. Pesaro — Fano Fano (Pesaro) Fee 49.0 % 1994 56,300 56,000 112,300 Auchan Padova Padova Fee 49.0 % 1989 73,300 32,500 105,800 Auchan 23. Pescara Pescara Fee 49.0 % 1998 96,300 65,200 161,500 Auchan, Upim, Euronics Palermo Palermo Fee 49.0 % 1990 73,100 9,800 82,900 Auchan 24. Pescara — Cepagatti Cepagatti (Pescara) Fee 49.0 % 2001 80,200 189,600 269,800 Auchan, Bata, Emmezeta Marcatone Z Pesaro — Fano Fano (Pesaro) Fee 49.0 % 1994 56,300 56,000 112,300 Auchan 25. Piacenza — San Rocco al Porto San Rocco al Porto (Piacenza) Fee 49.0 % 1992 104,500 74,700 179,200 Auchan, Darty Pescara Pescara Fee 49.0 % 1998 96,300 65,200 161,500 Auchan 26. Roma — Collatina Collatina (Roma) Fee 49.0 % 1999 59,500 4,100 63,600 Auchan Pescara — Cepagatti Cepagatti (Pescara) Fee 49.0 % 2001 80,200 189,600 269,800 Auchan, Bata 27. Sassari — Predda Niedda Predda Niedda (Sassari) Fee/Leasehold (2) 49.0 % (2) 1990 79,500 154,200 233,700 Auchan, Bricocenter, Upim, Media World Piacenza — San Rocco
al Porto San Rocco al Porto (Piacenza) Fee 49.0 % 1992 104,500 74,700 179,200 Auchan, Darty 28. Porta Di Roma Roma Fee 19.6 % 2007 624,800 630,600 1,255,400 Auchan, Leroy Merlin, UGC Theatres, Ikea, Media World, Decathlon 29. Roma — Collatina Collatina (Roma) Fee 49.0 % 1999 59,500 4,100 63,600 Auchan 30. Sassari — Predda Niedda Predda Niedda (Sassari) Fee / Leasehold (2) 49.0 %(2) 1990 79,500 154,200 233,700 Auchan, Bricocenter 31. Taranto Taranto Fee 49.0 % 1997 75,200 126,500 201,700 Auchan, Bricocenter 32. Torino Torino Fee 49.0 % 1989 105,100 66,700 171,800 Auchan 33. Torino — Venaria Venaria (Torino) Fee 49.0 % 1982 101,600 64,000 165,600 Auchan, Bricocenter 34. Venezia — Mestre Mestre (Venezia) Fee 49.0 % 1995 114,100 132,600 246,700 Auchan 35. Vicenza Vicenza Fee 49.0 % 1995 78,400 20,100 98,500 Auchan 36. Ancona Ancona Leasehold (3) 49.0 %(3) 1993 82,900 82,300 165,200 Auchan 37. Bergamo Bergamo Leasehold (3) 49.0 %(3) 1976 103,000 16,900 119,900 Auchan 38. Brescia — Concesio Concesio (Brescia) Leasehold (3) 49.0 %(3) 1972 89,900 27,600 117,500 Auchan Simon Property Group, L.P. and SubsidiariesInternational Property Table Gross Leasable Area (1) COUNTRY/Property Name City (Metropolitan area) Ownership
Interest SPG
Ownership Year Built Hypermarket/Anchor (4) Mall & Freestanding Total Retail Anchors and Major Tenants ITALY (continued) 28. Taranto Taranto Fee 49.0 % 1997 75,200 126,500 201,700 Auchan, Bricocenter, Upim 29. Torino Torino Fee 49.0 % 1989 105,100 66,700 171,800 Auchan, Upim 30. Torino — Venaria Venaria (Torino) Fee 49.0 % 1982 101,600 64,000 165,600 Auchan, Bricocenter 31. Venezia — Mestre Mestre (Venezia) Fee 49.0 % 1995 114,100 132,600 246,700 Auchan, Oviesse 32. Vicenza Vicenza Fee 49.0 % 1995 78,400 20,100 98,500 Auchan 33. Ancona Ancona Leasehold (3) 49.0 % (3) 1993 82,900 82,300 165,200 Auchan, Upim 34. Bergamo Bergamo Leasehold (3) 49.0 % (3) 1976 103,000 16,900 119,900 Auchan 35. Brescia — Concesio Concesio (Brescia) Leasehold (3) 49.0 % (3) 1972 89,900 27,600 117,500 Auchan, Bata 36. Cagliari — Marconi Cagliari Leasehold (3) 49.0 % (3) 1994 83,500 109,900 193,400 Auchan, Bricocenter, Bata, Trony 37. Catania — Misterbianco Misterbianco (Catania) Leasehold (3) 49.0 % (3) 1989 83,300 16,000 99,300 Auchan 38. Merate — Lecco Merate (Lecco) Leasehold (3) 49.0 % (3) 1976 73,500 88,500 162,000 Auchan, Bricocenter 39. Milano — Cesano Boscone Cesano Boscone (Milano) Leasehold (3) 49.0 % (3) 2005 163,800 120,100 283,900 Auchan 40. Milano — Nerviano Nerviano (Milano) Leasehold (3) 49.0 % (3) 1991 83,800 27,800 111,600 Auchan 41. Napoli — Mugnano di Napoli Mugnano di Napoli Leasehold (3) 49.0 % (3) 1992 98,000 94,900 192,900 Auchan, Bricocenter, Upim 42. Olbia Olbia Leasehold (3) 49.0 % (3) 1993 49,000 48,800 97,800 Auchan 43. Roma — Casalbertone Roma Leasehold (3) 49.0 % (3) 1998 62,700 84,900 147,600 Auchan, Upim 44. Sassari — Centro Azuni Sassari Leasehold (3) 49.0 % (3) 1995 — 35,600 35,600 Oviesse 45. Torino — Rivoli Rivoli (Torino) Leasehold (3) 49.0 % (3) 1986 61,800 32,300 94,100 Auchan 46. Verona — Bussolengo Bussolengo (Verona) Leasehold (3) 49.0 % (3) 1975 89,300 75,300 164,600 Auchan, Bricocenter Subtotal Italy 3,557,400 4,038,100 7,595,500
POLAND
47. Arkadia Shopping Center Warsaw Fee 50.0 % 2004 202,100 902,200 1,104,300 Carrefour, Leroy Merlin, Media, Saturn, Cinema City, H & M, Zara, Royal Collection, Peek & Clopperburg 48. Borek Shopping Center Wroclaw Fee 50.0 % 1999 119,900 129,300 249,200 Carrefour 49. Dabrowka Shopping Center Katowice Fee 50.0 % 1999 121,000 172,900 293,900 Carrefour, Castorama 50. Gliwice Shopping Center Gliwice Fee 50.0 % 2006 140,700 239,000 379,700 Carrefour 51. Turzyn Shopping Center Szczecin Fee 50.0 % 2001 87,200 121,900 209,100 Carrefour 52. Wilenska Station Shopping Center Warsaw Fee 50.0 % 2002 92,700 215,900 308,600 Carrefour 53. Zakopianka Shopping Center Krakow Fee 50.0 % 1998 120,200 425,400 545,600 Carrefour, Castorama Subtotal Poland 883,800 2,206,600 3,090,400 Simon Property Group, L.P. and SubsidiariesInternational Property Table Gross Leasable Area (1) COUNTRY/Property Name City (Metropolitan area) Ownership Interest SPG Effective Ownership Year Built Hypermarket/ Anchor (4) Mall &
Freestanding Total Retail Anchors and
Major Tenants ITALY (continued) 39. Cagliari — Marconi Cagliari Leasehold (3) 49.0 %(3) 1994 83,500 109,900 193,400 Auchan, Bricocenter, Bata 40. Catania — Misterbianco Misterbianco (Catania) Leasehold (3) 49.0 %(3) 1989 83,300 16,000 99,300 Auchan 41. Merate — Lecco Merate (Lecco) Leasehold (3) 49.0 %(3) 1976 73,500 88,500 162,000 Auchan, Bricocenter 42. Milano — Cesano Boscone Cesano Boscone (Milano) Leasehold (3) 49.0 %(3) 2005 163,800 120,100 283,900 Auchan 43. Milano — Nerviano Nerviano (Milano) Leasehold (3) 49.0 %(3) 1991 83,800 27,800 111,600 Auchan 44. Napoli — Mugnano di Napoli Mugnano di Napoli Leasehold (3) 49.0 %(3) 1992 98,000 94,900 192,900 Auchan, Bricocenter 45. Olbia Olbia Leasehold (3) 49.0 %(3) 1993 74,600 133,000 207,600 Auchan 46. Roma — Casalbertone Roma Leasehold (3) 49.0 %(3) 1998 62,700 84,900 147,600 Auchan 47. Sassari — Centro Azuni Sassari Leasehold (3) 49.0 %(3) 1995 — 35,600 35,600 48. Torino — Rivoli Rivoli (Torino) Leasehold (3) 49.0 %(3) 1986 61,800 32,300 94,100 Auchan 49. Verona — Bussolengo Bussolengo (Verona) Leasehold (3) 49.0 %(3) 1975 89,300 75,300 164,600 Auchan, Bricocenter Subtotal Italy 4,475,700 5,742,800 10,218,500 — POLAND 50. Arkadia Shopping Center Warsaw Fee 50.0 % 2004 202,200 900,800 1,103,000 Carrefour, Leroy Merlin, Media Saturn, Cinema City, H & M, Zara, Royal Collection, Peek & Clopperburg 51. Wilenska Station Shopping Center Warsaw Fee 50.0 % 2002 92,700 215,900 308,600 Carrefour Subtotal Poland Fee 294,900 1,116,700 1,411,600 — JAPAN 52. Gotemba Premium Outlets Gotemba City (Tokyo) Fee 40.0 % 2000 — 380,100 380,100 Bally, Coach, Diesel, Gap, Gucci, Jill Stuart, L.L. Bean, Nike, Tod's 53. Kobe-Sanda Premium Outlets Hyougo-ken (Osaka) Ground Lease 40.0 % 2007 — 193,500 193,500 BCBG, Bose, Coach, Cole Haan, Lego, Nike, Petit Bateau, Max Azria, Theory 54. Rinku Premium Outlets Izumisano (Osaka) Ground Lease (2020) 40.0 % 2000 — 320,600 320,600 Bally, Brooks Brothers, Coach, Eddie Bauer, Gap, Nautica, Nike, Timberland, Versace 55. Sano Premium Outlets Sano (Tokyo) Ground Lease (2022) 40.0 % 2003 — 316,500 316,500 Bally, Brooks Brothers, Coach, Nautica, New Yorker, Nine West, Timberland 56. Toki Premium Outlets Toki (Nagoya) Ground Lease (2024) 40.0 % 2005 — 230,300 230,300 Adidas, Brooks Brothers, Bruno Magli, Coach, Eddie Bauer, Furla, Nautica, Nike, Timberland, Versace 57. Tosu Premium Outlets Fukuoka (Kyushu) Ground Lease (2023) 40.0 % 2004 — 240,400 240,400 BCBG, Bose, Coach, Cole Haan, Lego, Nike, Petit Bateau, Max Azria, Theory Gross Leasable Area (1) COUNTRY/Property Name City (Metropolitan area) Ownership
Interest SPG
Ownership Year Built Hypermarket/Anchor (4) Mall & Freestanding Total Retail Anchors and Major Tenants Subtotal Japan — 1,681,400 1,681,400 JAPAN
MEXICO
54. Gotemba Premium Outlets Gotemba City (Tokyo) Fee 40.0 % 2000 — 390,000 390,000 Bally, Coach, Diesel, Gap, Gucci, Jill Stuart, L.L. Bean, Nike, Tod's Punta Norte Premium Outlets Mexico City Fee 50.0 % 2004 — 231,900 231,900 Christian Dior, Sony, Nautica, Levi's, Nike, Rockport, Reebok, Adidas, Samsonite 55. Rinku Premium Outlets Izumisano (Osaka) Ground Lease (2020) 40.0 % 2000 — 321,000 321,000 Bally, Brooks Brothers, Coach, Eddie Bauer, Gap, Nautica, Nike, Timberland, Versace 56. Sano Premium Outlets Sano (Tokyo) Ground Lease (2022) 40.0 % 2003 — 318,200 318,200 Bally, Brooks Brothers, Coach, Nautica, New Yorker, Nine West, Timberland 57. Toki Premium Outlets Toki (Nagoya) Ground Lease (2024) 40.0 % 2005 — 231,200 231,200 Adidas, Brooks Brothers, Bruno Magli, Coach, Eddie Bauer, Furla, Nautica, Nike, Timberland, Versace 58. Tosu Premium Outlets Fukuoka (Kyushu) Ground Lease (2023) 40.0 % 2004 — 187,000 187,000 BCBG, Bose, Coach, Cole Haan, Lego, Nike, Petit Bateau, Max Azria, Theory Subtotal Japan — 1,447,400 1,447,400 Subtotal Mexico — 231,900 231,900
MEXICO
SOUTH KOREA
59. Punta Norte Premium Outlets Mexico City Fee 50.0 % 2004 — 232,000 232,000 Christian Dior, Sony, Nautica, Levi's, Nike Rockport, Reebok, Adidas, Samsonite 55. Yeoju Premium Outlets Yeoju Fee 50.0 % 2007 — 249,900 249,900 Armani, Burberry, Dunhill, Ermenegildo Zegna, Salvatore Ferragamo Subtotal Mexico — 232,000 232,000 Subtotal South Korea — 249,900 249,900 TOTAL INTERNATIONAL ASSETS 4,955,800 8,938,900 13,894,700 TOTAL INTERNATIONAL ASSETS 5,296,500 10,134,600 15,431,100 property.
propertywe havethe Company owns a 49% joint ventureinterest) acquired the remaining 60% interest has been notified by an Italian appellate court thatin the shopping gallery at this center, which opened in February 2004, though properly permitted, was not in accordance the Modugno master plan.consists of 177,600 square feet of leasable area. The joint venture is appealing the decision of the appellate court and is otherwise working to resolve the issue. The center remains open. The joint venture partner has indemnified us for the amount of our allocated investmentCompany owns a 19.6% interest in the project.retail parks at this center, which consist of 446,900 square feet of leasable area.fivefour parcels of land held in the United States for future development, containing an aggregate of approximately 400300 acres located in three states.(Toll Brothers) and Meritage Homes Corp. (Meritage Homes) to purchase a 5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for $312 million. Toll Brothers and Meritage Homes each plan to build a significant number of homes on the site. We have the option to purchase a substantial portionThe principal use of the commercial property for retail uses. Other parcels may also be sold to third parties. The site plans call for a mixed-use master planned community, which will include approximately 4,840 acresland upon attaining entitled status is the development of single-family homes and attached homes. Approximately 645 acreshomesites by our partners. As a result of commercial and retail development will include schools, community amenities and open space. The entitlement, planning, and design processes are ongoing and initial home sales are tentatively scheduled to beginthe recent downturn in 2009. Thethe residential market, during the fourth quarter of 2007 we recorded an impairment charge of $55.1 million, $35.6 million net of tax benefit, representing our entire investment in this joint venture of which Toll Brothers is the managing member, expects to develop a master planned community of approximately 12,000 to 15,000 residential units.entity, including interest capitalized on our invested equity.Propertiesproperties and the properties held by our international joint venture arrangements. Substantially all of the mortgage and property related debt is nonrecourse to us.
Mortgage and Other Debt on Portfolio Properties
As of December 31, 20062007
(Dollars in thousands)Property Name Property Name Interest
Rate Face
Amount Annual Debt
Service Maturity
Date Property Name Interest
Rate Face
Amount Annual Debt
Service Maturity
Date Consolidated Indebtedness: Consolidated Indebtedness: Consolidated Indebtedness:
Secured Indebtedness:
Secured Indebtedness:
Secured Indebtedness:
Simon Property Group, LP: Simon Property Group, LP: Simon Property Group, LP: Anderson Mall Anderson Mall 6.20 % $ 28,634 $ 2,216 10/10/12 Anderson Mall 6.20 % $ 28,206 $ 2,216 10/10/12 Arsenal Mall — 1 Arsenal Mall — 1 6.75 % 31,433 2,724 09/28/08 Arsenal Mall — 1 6.75 % 30,842 2,724 10/10/08 Arsenal Mall — 2 Arsenal Mall — 2 8.20 % 1,326 286 05/05/16 Arsenal Mall — 2 8.20 % 1,199 286 05/05/16 Aventura Mall Credit Facility 6.32% (1) 27,369 1,730 (2) 10/27/07 Bangor Mall Bangor Mall 7.06 % 22,038 2,302 12/01/07 Bangor Mall 6.15 % 80,000 4,918 (2) 10/01/17 Battlefield Mall Battlefield Mall 4.60 % 97,839 6,154 07/01/13 Battlefield Mall 4.60 % 96,217 6,154 07/01/13 Bloomingdale Court Bloomingdale Court 7.78 % 27,532 (4) 2,578 11/01/09 Bloomingdale Court 7.78 % 27,080 (4) 2,578 11/01/09 Boardman Plaza 5.94 % 23,598 1,402 (2) 07/01/14 Brunswick Square Brunswick Square 5.65 % 85,659 5,957 08/11/14 Brunswick Square 5.65 % 84,581 5,957 08/11/14 Carolina Premium Outlets — Smithfield Carolina Premium Outlets — Smithfield 9.10 % 20,231 (6) 2,114 03/10/13 Carolina Premium Outlets — Smithfield 9.10 % 19,973 (6) 2,114 03/10/13 Century III Mall Century III Mall 6.20 % 84,525 (9) 6,541 10/10/12 Century III Mall 6.20 % 83,261 (9) 6,541 10/10/12 Chesapeake Square Chesapeake Square 5.84 % 72,658 5,162 08/01/14 Chesapeake Square 5.84 % 71,771 5,162 08/01/14 Cielo Vista Mall 9.38 % 47,433 (5) 5,828 05/01/07 College Mall — 1 College Mall — 1 7.00 % 32,630 (8) 3,908 01/01/09 College Mall — 1 7.00 % 30,953 (8) 3,908 01/01/09 College Mall — 2 College Mall — 2 6.76 % 10,710 (8) 935 01/01/09 College Mall — 2 6.76 % 10,492 (8) 935 01/01/09 Copley Place Copley Place 7.44 % 171,126 16,266 08/01/07 Copley Place 5.25 % (1) 191,000 10,028 (2) 08/01/10 (3) Coral Square Coral Square 8.00 % 85,740 8,065 10/01/10 Coral Square 8.00 % 84,489 8,065 10/01/10 The Crossings Premium Outlets The Crossings Premium Outlets 5.85 % 56,707 4,649 03/13/13 The Crossings Premium Outlets 5.85 % 55,385 4,649 03/13/13 Crossroads Mall Crossroads Mall 6.20 % 42,451 3,285 10/10/12 Crossroads Mall 6.20 % 41,816 3,285 10/10/12 Crystal River Crystal River 7.63 % 15,341 1,385 11/11/10 (25) Crystal River 7.63 % 15,135 1,385 11/11/10 (25) Dare Centre Dare Centre 9.10 % 1,684 (6) 176 03/10/13 (25) Dare Centre 9.10 % 1,663 (6) 176 03/10/13 (25) DeKalb Plaza DeKalb Plaza 5.28 % 3,301 284 01/01/15 DeKalb Plaza 5.28 % 3,189 284 01/01/15 Desoto Square Desoto Square 5.89 % 64,153 3,779 (2) 07/01/14 Desoto Square 5.89 % 64,153 3,779 (2) 07/01/14 The Factory Shoppes at Branson Meadows The Factory Shoppes at Branson Meadows 9.10 % 9,409 (6) 983 03/10/13 (25) The Factory Shoppes at Branson Meadows 9.10 % 9,289 (6) 983 03/10/13 (25) Factory Stores of America — Boaz Factory Stores of America — Boaz 9.10 % 2,752 (6) 287 03/10/13 (25) Factory Stores of America — Boaz 9.10 % 2,717 (6) 287 03/10/13 (25) Factory Stores of America — Georgetown Factory Stores of America — Georgetown 9.10 % 6,521 (6) 681 03/10/13 (25) Factory Stores of America — Georgetown 9.10 % 6,438 (6) 681 03/10/13 (25) Factory Stores of America — Graceville Factory Stores of America — Graceville 9.10 % 1,937 (6) 202 03/10/13 (25) Factory Stores of America — Graceville 9.10 % 1,912 (6) 202 03/10/13 (25) Factory Stores of America — Lebanon Factory Stores of America — Lebanon 9.10 % 1,628 (6) 170 03/10/13 (25) Factory Stores of America — Lebanon 9.10 % 1,607 (6) 170 03/10/13 (25) Factory Stores of America — Nebraska City Factory Stores of America — Nebraska City 9.10 % 1,529 (6) 160 03/10/13 (25) Factory Stores of America — Nebraska City 9.10 % 1,510 (6) 160 03/10/13 (25) Factory Stores of America — Story City Factory Stores of America — Story City 9.10 % 1,891 (6) 198 03/10/13 (25) Factory Stores of America — Story City 9.10 % 1,867 (6) 198 03/10/13 (25) Forest Mall Forest Mall 6.20 % 17,000 (10) 1,316 10/10/12 Forest Mall 6.20 % 16,746 (10) 1,316 10/10/12 Forest Plaza Forest Plaza 7.78 % 15,101 (4) 1,414 11/01/09 Forest Plaza 7.78 % 14,853 (4) 1,414 11/01/09 Forum Shops at Caesars, The Forum Shops at Caesars, The 4.78 % 541,935 34,564 12/01/10 Forum Shops at Caesars, The 4.78 % 533,470 34,564 12/01/10 Gateway Shopping Center Gateway Shopping Center 5.89 % 87,000 5,124 (2) 10/01/11 Gateway Shopping Center 5.89 % 87,000 5,124 (2) 10/01/11 Gilroy Premium Outlets Gilroy Premium Outlets 6.99 % 64,144 (7) 6,236 07/11/08 (25) Gilroy Premium Outlets 6.99 % 62,423 (7) 6,236 07/11/08 (25) Greenwood Park Mall — 1 Greenwood Park Mall — 1 7.00 % 27,329 (8) 3,273 01/01/09 Greenwood Park Mall — 1 7.00 % 25,924 (8) 3,273 01/01/09 Greenwood Park Mall — 2 Greenwood Park Mall — 2 6.76 % 55,331 (8) 4,831 01/01/09 Greenwood Park Mall — 2 6.76 % 54,206 (8) 4,831 01/01/09 Gwinnett Place Gwinnett Place 5.68 % 115,000 6,532 (2) 06/08/12 Henderson Square Henderson Square 6.94 % 15,063 1,270 07/01/11 Henderson Square 6.94 % 14,846 1,270 07/01/11 Highland Lakes Center Highland Lakes Center 6.20 % 15,670 (9) 1,213 10/10/12 Highland Lakes Center 6.20 % 15,436 (9) 1,213 10/10/12 Independence Center Independence Center 5.94 % 200,000 11,886 (2) 07/10/17 Ingram Park Mall Ingram Park Mall 6.99 % 79,499 (20) 6,724 08/11/11 Ingram Park Mall 6.99 % 78,372 (20) 6,724 08/11/11 Keystone at the Crossing 7.85 % 57,514 5,642 07/31/07 Kittery Premium Outlets Kittery Premium Outlets 6.99 % 10,619 (7) 1,028 07/11/08 (25) Kittery Premium Outlets 6.99 % 10,334 (7) 1,028 07/11/08 (25) Knoxville Center Knoxville Center 6.99 % 60,201 (20) 5,092 08/11/11 Knoxville Center 6.99 % 59,348 (20) 5,092 08/11/11 Lake View Plaza Lake View Plaza 7.78 % 20,073 (4) 1,880 11/01/09 Lake View Plaza 7.78 % 19,744 (4) 1,880 11/01/09 Lakeline Mall 7.65 % 64,999 6,300 05/01/07 Lakeline Plaza Lakeline Plaza 7.78 % 22,008 (4) 2,061 11/01/09 Lakeline Plaza 7.78 % 21,647 (4) 2,061 11/01/09 Las Americas Premium Outlets Las Americas Premium Outlets 5.84 % 180,000 10,511 (2) 06/11/16 Lighthouse Place Premium Outlets Lighthouse Place Premium Outlets 6.99 % 44,261 (7) 4,286 07/11/08 (25) Lighthouse Place Premium Outlets 6.99 % 43,073 (7) 4,286 07/11/08 (25) Lincoln Crossing Lincoln Crossing 7.78 % 3,038 (4) 285 11/01/09 Lincoln Crossing 7.78 % 2,988 (4) 285 11/01/09 Longview Mall Longview Mall 6.20 % 31,814 (9) 2,462 10/10/12 Longview Mall 6.20 % 31,338 (9) 2,462 10/10/12 MacGregor Village MacGregor Village 9.10 % 6,775 (6) 708 03/10/13 (25) MacGregor Village 9.10 % 6,689 (6) 708 03/10/13 (25) Mall of Georgia Mall of Georgia 7.09 % 191,520 16,649 07/01/10 Mall of Georgia 7.09 % 188,621 16,649 07/01/10 Markland Mall Markland Mall 6.20 % 22,509 (10) 1,742 10/10/12 Markland Mall 6.20 % 22,172 (10) 1,742 10/10/12 Matteson Plaza Matteson Plaza 7.78 % 8,840 (4) 828 11/01/09 Matteson Plaza 7.78 % 8,695 (4) 828 11/01/09 McCain Mall 9.38 % 22,148 (5) 2,721 05/01/07 Midland Park Mall Midland Park Mall 6.20 % 32,860 (10) 2,543 10/10/12 Midland Park Mall 6.20 % 32,369 (10) 2,543 10/10/12 Montgomery Mall Montgomery Mall 5.17 % 92,508 6,307 05/11/14 (25) Montgomery Mall 5.17 % 91,018 6,307 05/11/14 (25) Muncie Plaza Muncie Plaza 7.78 % 7,643 (4) 716 11/01/09 Muncie Plaza 7.78 % 7,518 (4) 716 11/01/09 Northfield Square Northfield Square 6.05 % 29,742 2,485 02/11/14 Northlake Mall Northlake Mall 6.99 % 68,466 (20) 5,874 08/11/11 North Ridge Shopping Center North Ridge Shopping Center 9.10 % 8,169 (6) 865 03/10/13 (25) Oxford Valley Mall 6.76 % 77,451 7,801 01/10/11 Palm Beach Mall 6.20 % 51,781 4,068 10/10/12 Penn Square Mall 7.03 % 67,079 6,003 03/01/09 (25) Plaza Carolina — Fixed 5.10 % 92,405 7,085 05/09/09 Plaza Carolina — Variable Capped 5.50 % (29) 93,840 7,369 05/09/09 (3) Plaza Carolina — Variable Floating 5.50 % (1) 56,303 4,421 05/09/09 (3) Port Charlotte Town Center 7.98 % 51,517 4,680 12/11/10 (25) Regency Plaza 7.78 % 4,075 (4) 388 11/01/09 Richmond Towne Square 6.20 % 45,466 (10) 3,572 10/10/12 SB Boardman Plaza Holdings 5.94 % 23,490 1,682 07/01/14 SB Trolley Square Holding 9.03 % 28,116 2,880 08/01/10 St. Charles Towne Plaza 7.78 % 26,083 (4) 2,483 11/01/09 Stanford Shopping Center 3.60 % (11) 220,000 7,920 (2) 09/11/08 Summit Mall 5.42 % 65,000 3,768 (2) 06/10/17 Sunland Park Mall 8.63 % (13) 34,558 3,768 01/01/26 Tacoma Mall 7.00 % 124,796 10,778 10/01/11 Town Center at Cobb 5.74 % 280,000 16,072 (2) 06/08/12 Towne East Square — 1 7.00 % 42,678 4,711 01/01/09 Towne East Square — 2 6.81 % 21,879 1,958 01/01/09 Towne West Square 6.99 % 51,302 (20) 4,402 08/11/11 University Park Mall 5.45 % (1) 100,000 5,450 (2) 07/09/10 (3) Upper Valley Mall 5.89 % 47,904 2,822 (2) 07/01/14 Valle Vista Mall 5.35 % 40,000 3,598 (2) 05/10/17 Washington Square 5.94 % 30,552 2,194 07/01/14 Waterloo Premium Outlets 6.99 % 34,692 (7) 3,452 07/11/08 (25) West Ridge Mall 5.89 % 68,711 4,047 (2) 07/01/14 West Ridge Plaza 7.78 % 5,254 (4) 500 11/01/09 White Oaks Mall 5.54 % 50,000 2,768 (2) 11/01/16 White Oaks Plaza 7.78 % 16,031 (4) 1,526 11/01/09 Wolfchase Galleria 5.64 % 225,000 12,700 (2) 04/01/17 Woodland Hills Mall 7.00 % 80,144 7,185 01/01/09 (25) Total Consolidated Secured Indebtedness $ 5,253,059 Northfield Square 6.05 % 30,382 2,485 02/11/14 Northlake Mall 6.99 % 69,450 (20) 5,874 08/11/11 North Ridge Shopping Center 9.10 % 8,275 (6) 865 03/10/13 (25) Oxford Valley Mall 6.76 % 79,924 7,801 01/10/11 Palm Beach Mall 6.20 % 52,567 4,068 10/10/12 Penn Square Mall 7.03 % 68,258 6,003 03/01/09 (25) Plaza Carolina — Fixed 5.10 % 94,714 7,085 05/09/09 Plaza Carolina — Variable Capped 6.22% (29) 95,744 7,895 05/09/09 (3) Plaza Carolina — Variable Floating 6.22% (1) 57,445 4,737 05/09/09 (3) Port Charlotte Town Center 7.98 % 52,007 4,680 12/11/10 (25) Regency Plaza 7.78 % 4,143 (4) 388 11/01/09 Richmond Towne Square 6.20 % 46,156 (10) 3,572 10/10/12 SB Trolley Square Holding 9.03 % 28,408 2,880 08/01/10 St. Charles Towne Plaza 7.78 % 26,518 (4) 2,483 11/01/09 Stanford Shopping Center 3.60% (11) 220,000 7,920 (2) 09/11/08 Sunland Park Mall 8.63% (13) 35,315 3,768 01/01/26 Tacoma Mall 7.00 % 126,763 10,778 10/01/11 Towne East Square — 1 7.00 % 44,339 4,711 01/01/09 Towne East Square — 2 6.81 % 22,330 1,958 01/01/09 Towne West Square 6.99 % 52,039 (20) 4,402 08/11/11 University Park Mall 7.43 % 56,825 4,958 10/01/07 Upper Valley Mall 5.89 % 47,904 2,822 (2) 07/01/14 Valle Vista Mall 9.38 % 29,335 (5) 3,598 05/01/07 Washington Square 5.94 % 30,693 1,823 (2) 07/01/14 Waterloo Premium Outlets 6.99 % 35,649 (7) 3,452 07/11/08 (25) West Ridge Mall 5.89 % 68,711 4,047 (2) 07/01/14 West Ridge Plaza 7.78 % 5,342 (4) 500 11/01/09 White Oaks Mall 5.54 % 50,000 2,768 (2) 11/01/16 White Oaks Plaza 7.78 % 16,298 (4) 1,526 11/01/09 Wolfchase Galleria 7.80 % 70,716 6,911 06/30/07 Woodland Hills Mall 7.00 % 81,587 7,185 01/01/09 (25) Total Consolidated Secured Indebtedness $ 4,405,024
Unsecured Indebtedness:
Simon Property Group, LP: Unsecured Revolving Credit Facility — USD 4.98 % (15) $ 1,798,000 $ 89,451 (2) 01/11/11 (3) Revolving Credit Facility — Yen Currency 1.08 % (15) 215,593 2,323 (2) 01/11/11 (3) Revolving Credit Facility — Euro Currency 4.66 % (15) 338,019 15,739 (2) 01/11/11 (3) Unsecured Notes — 2B 7.00 % 150,000 10,500 (14) 07/15/09 Unsecured Notes — 4C 7.38 % 200,000 14,750 (14) 06/15/18 Unsecured Notes — 5B 7.13 % 300,000 21,375 (14) 02/09/09 Unsecured Notes — 6B 7.75 % 200,000 15,500 (14) 01/20/11 Unsecured Notes — 8A 6.35 % 350,000 22,225 (14) 08/28/12 Unsecured Notes — 8B 5.38 % 150,000 8,063 (14) 08/28/08 Unsecured Notes — 9A 4.88 % 300,000 14,625 (14) 03/18/10 Unsecured Notes — 9B 5.45 % 200,000 10,900 (14) 03/15/13 Unsecured Notes — 10A 3.75 % 300,000 11,250 (14) 01/30/09 Unsecured Notes — 10B 4.90 % 200,000 9,800 (14) 01/30/14 Unsecured Notes — 11A 4.88 % 400,000 19,500 (14) 08/15/10 Unsecured Notes — 11B 5.63 % 500,000 28,125 (14) 08/15/14 Unsecured Notes — 12 A 5.10 % 600,000 30,600 (14) 06/15/15 Unsecured Notes — 12 B 4.60 % 400,000 18,400 (14) 06/15/10 Unsecured Notes — 13 A 5.38 % 500,000 26,875 (14) 06/01/11 Unsecured Notes — 13 B 5.75 % 600,000 34,500 (14) 12/01/15 Unsecured Notes — 14 A 5.75 % 400,000 23,000 (14) 05/01/12 Unsecured Notes — 14 B 6.10 % 400,000 24,400 (14) 05/01/16 Unsecured Notes — 15 A 5.60 % 600,000 33,600 (14) 09/01/11 Unsecured Notes — 15 B 5.88 % 500,000 29,375 (14) 03/01/17 Unsecured Notes — 16 A 5.00 % 600,000 30,000 (14) 03/01/12 Unsecured Notes — 16 B 5.25 % 650,000 34,125 (14) 12/01/16 Mandatory Par Put Remarketed Securities 7.00 % 200,000 14,000 (14) 06/15/08 (16) 11,051,612
The Retail Property Trust, subsidiary:
Unsecured Notes — CPI 4 7.18 % 75,000 5,385 (14) 09/01/13 Unsecured Notes — CPI 5 7.88 % 250,000 19,688 (14) 03/15/16 325,000
CPG Partners, LP, subsidiary:
Unsecured Notes — CPG 3 3.50 % 100,000 3,500 (14) 03/15/09 Unsecured Notes — CPG 4 8.63 % 50,000 4,313 (14) 08/17/09 Unsecured Notes — CPG 5 8.25 % 150,000 12,375 (14) 02/01/11 Unsecured Notes — CPG 6 6.88 % 100,000 6,875 (14) 06/15/12 Unsecured Notes — CPG 7 6.00 % 150,000 9,000 (14) 01/15/13 550,000 Total Consolidated Unsecured Indebtedness 11,926,612 Total Consolidated Indebtedness at Face Amounts 17,179,671 Fair Value Interest Rate Swaps (90) (24) Net Premium on Indebtedness 63,901 Net Discount on Indebtedness (24,808 ) Total Consolidated Indebtedness $ 17,218,674 (19)
Unsecured Indebtedness:
Simon Property Group, LP: Unsecured Revolving Credit Facility — USD 5.70% (15) $ — $ — (2) 01/11/11 (3) Revolving Credit Facility — Yen Currency 0.85% (15) 14,673 125 (2) 01/11/11 (3) Revolving Credit Facility — Euro Currency 4.01% (15) 290,459 11,643 (2) 01/11/11 (3) Medium Term Notes — 2 7.13 % 180,000 12,825 (14) 09/20/07 Unsecured Notes — 2B 7.00 % 150,000 10,500 (14) 07/15/09 Unsecured Notes — 4C 7.38 % 200,000 14,750 (14) 06/15/18 Unsecured Notes — 5B 7.13 % 300,000 21,375 (14) 02/09/09 Unsecured Notes — 6B 7.75 % 200,000 15,500 (14) 01/20/11 Unsecured Notes — 7 6.38 % 750,000 47,813 (14) 11/15/07 Unsecured Notes — 8A 6.35 % 350,000 22,225 (14) 08/28/12 Unsecured Notes — 8B 5.38 % 150,000 8,063 (14) 08/28/08 Unsecured Notes — 9A 4.88 % 300,000 14,625 (14) 03/18/10 Unsecured Notes — 9B 5.45 % 200,000 10,900 (14) 03/15/13 Unsecured Notes — 10A 3.75 % 300,000 11,250 (14) 01/30/09 Unsecured Notes — 10B 4.90 % 200,000 9,800 (14) 01/30/14 Unsecured Notes — 11A 4.88 % 400,000 19,500 (14) 08/15/10 Unsecured Notes — 11B 5.63 % 500,000 28,125 (14) 08/15/14 Unsecured Notes — 12 A 5.10 % 600,000 30,600 (14) 06/15/15 Unsecured Notes — 12 B 4.60 % 400,000 18,400 (14) 06/15/10 Unsecured Notes — 13 A 5.38 % 500,000 26,875 (14) 06/01/11 Unsecured Notes — 13 B 5.75 % 600,000 34,500 (14) 12/01/15 Unsecured Notes — 14 A 5.75 % 400,000 23,000 (14) 05/01/12 Unsecured Notes — 14 B 6.10 % 400,000 24,400 (14) 05/01/16 Unsecured Notes — 15 A 5.60 % 600,000 33,600 (14) 09/01/11 Unsecured Notes — 15 B 5.88 % 500,000 29,375 (14) 03/01/17 Unsecured Notes — 16 A 5.00 % 600,000 30,000 (14) 03/01/12 Unsecured Notes — 16 B 5.25 % 650,000 34,125 (14) 12/01/16 Mandatory Par Put Remarketed Securities 7.00 % 200,000 14,000 (14) 06/15/08 (16) 9,935,132
The Retail Property Trust, subsidiary:
Unsecured Notes — CPI 4 7.18 % 75,000 5,385 (14) 09/01/13 Unsecured Notes — CPI 5 7.88 % 250,000 19,688 (14) 03/15/16 325,000
CPG Partners, LP, subsidiary:
Unsecured Notes — CPG 2 7.25 % 125,000 9,063 (14) 10/21/07 Unsecured Notes — CPG 3 3.50 % 100,000 3,500 (14) 03/15/09 Unsecured Notes — CPG 4 8.63 % 50,000 4,313 (14) 08/17/09 Unsecured Notes — CPG 5 8.25 % 150,000 12,375 (14) 02/01/11 Unsecured Notes — CPG 6 6.88 % 100,000 6,875 (14) 06/15/12 Unsecured Notes — CPG 7 6.00 % 150,000 9,000 (14) 01/15/13 675,000 Total Consolidated Unsecured Indebtedness $ 10,935,132 Total Consolidated Indebtedness at Face Amounts $ 15,340,156 Fair Value Interest Rate Swaps (9,428) (24) Net Premium on Indebtedness 93,732 Net Discount on Indebtedness (29,971 ) Total Consolidated Indebtedness $ 15,394,489 (19)
Joint Venture Indebtedness:
Secured Indebtedness:
Apple Blossom Mall 7.99 % $ 37,689 $ 3,607 09/10/09 Arizona Mills 7.90 % 136,017 10,752 10/05/10 Arkadia Shopping Center 5.63 % (31) 150,673 8,481 (2) 05/31/12 Arundel Marketplace 5.92 % 11,784 884 01/01/14 Arundel Mills 6.14 % 385,000 23,639 (2) 08/01/14 Atrium at Chestnut Hill 6.89 % 45,338 3,880 03/11/11 (25) Auburn Mall 7.99 % 44,123 4,222 09/10/09 Aventura Mall 5.91 % 430,000 25,392 (2) 12/11/17 Avenues, The 5.29 % 74,226 5,325 04/01/13 Bay 1 (Torcy) 5.38 % (31) 20,721 1,115 (2) 05/31/11 Bay 2 (Torcy) 5.38 % (31) 77,304 4,158 (2) 06/30/11 Block at Orange 6.25 % 220,000 13,753 (2) 10/01/14 Briarwood Mall — 1 3.93 % 192,402 7,569 (2) 11/01/09 Briarwood Mall — 2 5.11 % 1,548 79 (2) 09/01/09 Cape Cod Mall 6.80 % 92,100 7,821 03/11/11 Castleton Storage 6.65 % (1) 4,636 308 (2) 07/31/09 (3) Changshu SZITIC 7.18 % (39) 27,140 1,949 (2) 04/10/17 Circle Centre Mall 5.02 % 74,276 5,165 04/11/13 Clay Terrace 5.08 % 115,000 5,842 (2) 10/01/15 Cobblestone Court 5.60 % (1) 2,700 151 (2) 04/16/10 Coconut Point 5.83 % 230,000 13,409 (2) 12/10/16 Coddingtown Mall 5.75 % (1) 15,500 891 (2) 07/14/10 Colorado Mills 6.18 % (38) 170,000 10,506 (2) 11/12/09 Concord Mills Mall 6.13 % 169,612 13,208 12/07/12 Concord Marketplace 5.76 % 13,715 1,013 02/01/14 Crystal Mall 5.62 % 98,213 7,319 09/11/12 (25) Dadeland Mall 6.75 % 186,553 15,566 02/11/12 (25) Del Amo 6.55 % (1) 326,513 21,387 (2) 01/10/08 Denver West Village 8.15 % 22,515 2,153 10/01/11 Discover Mills — 1 7.32 % 23,700 1,735 (2) 12/11/11 Discover Mills — 2 6.08 % 135,000 8,212 (2) 12/11/11 Domain Residential 5.75 % (1) 29,810 1,714 (2) 03/03/11 (3) Dover Mall & Commons 6.55 % (37) 83,756 (35) 5,486 (2) 02/01/12 (3) Eastland Mall 5.79 % 168,000 9,734 (2) 06/01/16 Emerald Square Mall 5.13 % 134,642 9,479 03/01/13 Empire Mall 5.79 % 176,300 10,215 (2) 06/01/16 Esplanade, The 6.55 % (37) 75,136 (35) 4,921 (2) 02/01/12 (3) Falls, The 4.34 % 148,200 6,432 (2) 11/01/09 Fashion Centre Pentagon Retail 6.63 % 154,540 12,838 09/11/11 (25) Fashion Centre Pentagon Office 5.35 % (30) 40,000 2,140 (2) 07/09/09 (3) Fashion Valley Mall — 1 6.49 % 155,843 13,218 10/11/08 (25) Fashion Valley Mall — 2 6.58 % 29,124 1,915 (2) 10/11/08 (25) Firewheel Residential 6.45 % (1) 19,939 1,286 (2) 06/20/11 (3) Florida Mall, The 7.55 % 250,721 22,766 12/10/10 Franklin Mills 5.65 % 290,000 16,385 (2) 06/01/17 Galleria at White Plains 6.55 % (37) 125,566 (35) 8,225 (2) 02/01/12 (3) Galleria Commerciali Italia — Facility A 5.73 % (18) 358,954 26,938 12/22/11 (3) Galleria Commerciali Italia — Facility B 5.83 % (27) 354,932 28,200 12/22/11 Galleria Commerciali Italia — Cinisello 1 5.48 % (32) 110,144 6,035 (2) 03/31/08 Galleria Commerciali Italia — Cinisello 2 5.38 % (33) 42,670 2,295 (2) 03/31/08 Galleria Commerciali Italia — Giugliano 5.33 % (34) 41,241 2,198 (2) 10/20/13 Galleria Commerciali Italia — Catania 5.48 % (5) 20,064 1,099 (2) 12/15/09 Gaitway Plaza 4.60 % 13,900 (17) 640 (2) 07/01/15 Granite Run Mall 5.83 % 119,812 8,622 06/01/16 Grapevine Mills 6.47 % 145,160 11,720 10/01/08 Grapevine Mills II 8.39 % 13,622 1,324 11/05/08 Great Mall of the Bay Area 4.80 % 175,000 8,400 (2) 09/01/08 Greendale Mall 6.00 % 45,000 2,699 (2) 10/01/16 Gotemba Premium Outlets — Fixed 2.00 % 7,878 (26) 1,165 10/25/14 Gotemba Premium Outlets — Variable 1.61 % (12) 60,154 (26) 4,494 02/28/13 Gurnee Mills 5.77 % 321,000 18,512 (2) 07/01/17 Hamilton Town Center 5.60 % (1) 36,677 2,054 (2) 03/31/08 Hangzhou 7.18 % (40) 16,284 1,170 (2) 06/15/17
Joint Venture Indebtedness:
Secured Indebtedness:
Apple Blossom Mall 7.99 % $ 38,219 $ 3,607 09/10/09 Arkadia Shopping Center 4.67 % (31) 135,062 6,312 05/31/12 Atrium at Chestnut Hill 6.89 % 46,025 3,880 03/11/11 (25) Auburn Mall 7.99 % 44,744 4,222 09/10/09 Aventura Mall 6.61 % 200,000 13,220 (2) 04/06/08 Avenues, The 5.29 % 75,588 5,325 04/01/13 Bay 1 (Torcy) 4.42 % (31) 18,575 822 05/31/11 Bay 2 (Torcy) 4.42 % (31) 69,290 3,065 06/30/11 Borek Shopping Center 5.93 % 16,396 973 02/06/12 Cape Cod Mall 6.80 % 93,520 7,821 03/11/11 Castleton Storage 7.37 % (1) 256 19 (2) 07/31/09 (3) Circle Centre Mall 5.02 % 75,624 5,165 04/11/13 Clay Terrace 5.08 % 115,000 5,842 (2) 10/01/15 Coconut Point 5.83 % 230,000 13,409 (2) 12/10/16 Coddingtown Mall 6.57 % (1) 10,500 690 (2) 07/14/07 Crystal Mall 5.62 % 99,883 7,319 09/11/12 (25) Dabrowka Shopping Center 6.04 % (31) 4,978 301 07/03/14 Dadeland Mall 6.75 % 189,252 15,566 02/11/12 (25) Domain Residential 6.47 % (1) 21,673 1,403 (2) 03/03/11 (3) Eastland Mall 5.79 % 168,000 9,734 (2) 06/01/16 Emerald Square Mall 5.13 % 137,050 9,479 03/01/13 Empire Mall 5.79 % 176,300 10,215 (2) 06/01/16 Fashion Centre Pentagon Retail 6.63 % 156,904 12,838 09/11/11 (25) Fashion Centre Pentagon Office 6.07 % (30) 40,000 2,429 (2) 07/09/09 (3) Fashion Valley Mall — 1 6.49 % 158,720 13,218 10/11/08 (25) Fashion Valley Mall — 2 6.58 % 29,124 1,915 (2) 10/11/08 (25) Firewheel Residential 7.17 % (1) 606 43 (2) 06/20/09 Florida Mall, The 7.55 % 254,151 22,766 12/10/10 Galleria Commerciali Italia — Facility A 4.77 % (18) 328,859 21,411 12/22/11 (3) Galleria Commerciali Italia — Facility B 4.87 % (27) 324,885 22,565 12/22/11 Galleria Commerciali Italia — Cinisello 4.12 % 29,545 1,218 06/20/07 Gaitway Plaza 4.60 % 13,900 (17) 640 (2) 07/01/15 Granite Run Mall 5.83 % 121,189 8,622 06/01/16 Greendale Mall 6.00 % 45,000 2,699 (2) 10/01/16 Gotemba Premium Outlets — Fixed 2.00 % 8,398 (26) 1,176 10/25/14 Gotemba Premium Outlets — Variable 2.30 % (12) 16,208 (26) 3,900 09/30/07 Gwinnett Place — 1 7.54 % 35,621 3,412 04/01/07 Gwinnett Place — 2 7.25 % 79,239 7,070 04/01/07 Hamilton Town Center 6.32 % (1) 9,398 594 (2) 03/31/07 Highland Mall 6.83 % 66,744 5,634 07/11/11 Houston Galleria — 1 5.44 % 643,583 34,985 (2) 12/01/15 Houston Galleria — 2 5.44 % 177,417 9,644 (2) 12/01/15 Indian River Commons 5.21 % 9,645 503 (2) 11/01/14 Indian River Mall 5.21 % 65,355 3,408 (2) 11/01/14 King of Prussia Mall — 1 7.49 % 162,777 23,183 01/01/17 King of Prussia Mall — 2 8.53 % 11,314 1,685 01/01/17 Lehigh Valley Mall 5.88 % (1) 150,000 8,823 (2) 08/09/10 (3) Liberty Tree Mall 5.22 % 35,000 1,827 (2) 10/11/13 Mall at Rockingham 7.88 % 93,242 8,705 09/01/07 Mall at Chestnut Hill 8.45 % 14,172 1,396 02/02/10 Mall of New Hampshire — 1 6.96 % 96,202 8,345 10/01/08 (25) Mall of New Hampshire — 2 8.53 % 7,989 786 10/01/08 Mesa Mall 5.79 % 87,250 5,055 (2) 06/01/16 Miami International Mall 5.35 % 97,198 6,533 10/01/13 Northshore Mall 5.03 % 210,000 10,553 (2) 03/11/14 (25) Quaker Bridge Mall 7.03 % 21,627 2,407 04/01/16 Plaza at Buckland Hills, The 4.60 % 24,800 (17) 1,142 (2) 07/01/15 Ridgewood Court 4.60 % 14,650 (17) 674 (2) 07/01/15 Highland Mall 6.83 % 65,865 5,634 07/10/11 Hilltop Mall 4.99 % 64,350 3,211 (2) 07/08/12 Houston Galleria — 1 5.44 % 643,583 34,985 (2) 12/01/15 Houston Galleria — 2 5.44 % 177,417 9,644 (2) 12/01/15 Indian River Commons 5.21 % 9,645 503 (2) 11/01/14 Indian River Mall 5.21 % 65,355 3,408 (2) 11/01/14 Katy Mills 6.69 % 148,000 9,906 (2) 01/09/13 King of Prussia Mall — 1 7.49 % 151,396 20,118 01/01/17 King of Prussia Mall — 2 8.53 % 10,564 1,388 01/01/17 Kobe Premium Outlets 1.35 % 18,799 (26) 770 01/31/12 Lakeforest Mall 4.90 % 141,050 6,904 (2) 07/08/10 Lehigh Valley Mall 5.16 % (36) 150,000 7,740 (2) 08/09/10 (3) Liberty Plaza 5.68 % 43,000 2,442 (2) 06/01/17 Liberty Tree Mall 5.22 % 35,000 1,827 (2) 10/11/13 Mall at Chestnut Hill 8.45 % 13,966 1,396 02/01/10 Mall at Rockingham 5.61 % 260,000 17,931 03/10/17 Mall at Tuttle Crossing 5.05 % 118,180 7,774 11/05/13 Mall of New Hampshire — 1 6.96 % 94,588 8,345 10/01/08 (25) Mall of New Hampshire — 2 8.53 % 7,890 786 10/01/08 Marley Station 4.89 % 114,400 5,595 (2) 07/01/12 Meadowood Mall 5.19 % (38) 182,000 9,442 (2) 11/01/09 (3) Mesa Mall 5.79 % 87,250 5,055 (2) 06/01/16 Miami International Mall 5.35 % 95,904 6,533 10/01/13 Mills Senior Loan Facility 5.85 % (1) 773,000 45,221 (2) 06/07/12 (3) Net Leases I 7.96 % 26,326 2,096 (2) 10/10/10 Net Leases II 9.35 % 21,049 1,968 (2) 01/10/23 Northpark Mall — Mills 6.55 % (37) 105,543 (35) 6,913 (2) 02/01/12 (3) Northshore Mall 5.03 % 207,850 13,566 03/11/14 (25) Ontario Mills 6.75 % 128,192 11,286 12/01/08 Ontario Mills II 8.01 % 9,828 925 01/05/09 Opry Mills 6.16 % 280,000 17,248 (2) 10/10/14 Potomac Mills 5.83 % 410,000 23,901 (2) 07/11/17 Plaza at Buckland Hills, The 4.60 % 24,800 (17) 1,142 (2) 07/01/15 Quaker Bridge Mall 7.03 % 20,790 2,407 04/01/16 Ridgewood Court 4.60 % 14,650 (17) 674 (2) 07/01/15 Rinku Premium Outlets 2.19 % 36,998 (26) 4,935 11/25/14 Rushmore Mall 5.79 % 94,000 5,446 (2) 06/01/16 Sano Premium Outlets 2.39 % 34,755 (26) 7,094 05/31/16 Sawgrass Mills 5.82 % 850,000 49,470 (2) 07/01/14 Shops at Riverside, The 5.40 % (1) 130,000 7,020 (2) 11/14/11 (3) St. Johns Town Center 5.06 % 170,000 8,602 (2) 03/11/15 St. John's Town Center Phase II 5.25 % (1) 64,000 3,360 (2) 02/12/10 (3) St. Louis Mills 6.39 % 90,000 5,751 (2) 01/08/12 (3) Seminole Towne Center 5.25 % (22) 70,000 3,675 (2) 07/09/09 (3) Shops at Sunset Place, The 5.35 % (21) 87,469 6,701 05/09/09 (3) Smith Haven Mall 5.16 % 180,000 9,283 (2) 03/01/16 Solomon Pond 3.97 % 111,379 6,505 08/01/13 Source, The 6.65 % 124,000 8,246 (2) 03/11/09 Southern Hills Mall 5.79 % 101,500 5,881 (2) 06/01/16 Southdale Center 5.18 % 186,550 9,671 (2) 04/01/10 SouthPark Residential 6.00 % (1) 41,141 2,468 (2) 12/31/10 (3) Southridge Mall 5.23 % 124,000 6,489 (2) 04/01/12 Springfield Mall 5.70 % (1) 76,500 4,361 (2) 12/01/10 (3) Square One 6.73 % 88,763 7,380 03/11/12 Stoneridge Shopping Center 4.69 % (38) 293,800 13,785 (2) 11/01/09 Surprise Grand Vista 10.61 % 298,161 31,640 (2) 12/28/10 Toki Premium Outlets 1.45 % (12) 19,962 (26) 3,313 10/31/11 Tosu Premium Outlets 2.20 % 20,379 (26) 2,024 01/31/14 University Storage 6.65 % (1) 5,288 352 (2) 07/31/09 (3) Valley Mall 5.83 % 46,602 3,357 06/01/16 Villabe A6 — Bel'Est 5.68 % (31) 12,917 734 (2) 08/31/11 Village Park Plaza 4.60 % 29,850 (17) 1,374 (2) 07/01/15 West Town Corners 4.60 % 18,800 (17) 865 (2) 07/01/15 West Town Mall 6.34 % 210,000 13,309 (2) 12/01/17 Westchester, The 4.86 % 500,000 24,300 (2) 06/01/10 Rinku Premium Outlets 2.34 % 31,276 (26) 4,857 10/25/14 Rushmore Mall 5.79 % 94,000 5,446 (2) 06/01/16 Sano Premium Outlets 2.39 % 46,214 (26) 7,371 05/31/16 St. Johns Town Center 5.06 % 170,000 8,602 (2) 03/11/15 St. John's Town Center Phase II 6.17 % (1) 17,530 1,082 (2) 02/27/07 Seminole Towne Center 5.97 % (22) 70,000 4,180 (2) 07/09/09 (3) Shops at Sunset Place, The 6.07 % (21) 90,867 7,250 05/09/09 (3) Smith Haven Mall 5.16 % 180,000 9,283 (2) 03/01/16 Solomon Pond 3.97 % 113,206 6,505 08/01/13 Source, The 6.65 % 124,000 8,246 (2) 03/11/09 Southern Hills Mall 5.79 % 101,500 5,881 (2) 06/01/16 SouthPark Residential 6.72 % (1) 20,319 1,366 (2) 10/31/08 Springfield Mall 6.42 % (1) 76,500 4,913 (2) 12/01/10 (3) Square One 6.73 % 90,038 7,380 03/11/12 Surprise Grand Vista 10.61 % 249,306 26,455 (2) 12/28/10 (3) Toki Premium Outlets 1.22 % (12) 21,248 (26) 3,283 10/30/09 Tosu Premium Outlets 2.60 % 10,617 (26) 1,852 08/24/13 Town Center at Cobb — 1 7.54 % 45,383 4,347 04/01/07 Town Center at Cobb — 2 7.25 % 60,303 5,381 04/01/07 Turzyn Shopping Center 6.32 % 24,162 1,528 06/06/14 University Storage 7.37 % (1) 2,344 173 (2) 07/31/09 (3) Valley Mall 5.83 % 47,184 3,357 06/01/16 Villabe A6 — Bel'Est 4.72 % (31) 11,577 547 08/31/11 Village Park Plaza 4.60 % 29,850 (17) 1,374 (2) 07/01/15 West Town Corners 4.60 % 18,800 (17) 865 (2) 07/01/15 West Town Mall 6.90 % 76,000 5,244 (2) 05/01/08 (25) Westchester, The 4.86 % 500,000 24,300 (2) 06/01/10 Whitehall Mall 6.77 % 13,072 1,282 11/01/08 Wilenska Station Shopping Center 5.12 % (31) 39,524 2,025 08/31/11 Zakopianka Shopping Center 6.60 % 14,865 981 12/28/11 Total Joint Venture Secured Indebtedness at Face Amounts $ 7,996,332
Unsecured Indebtedness:
Galleria Commerciali Italia — Facility C 4.28 % (28) 61,129 2,618 (2) 12/22/08 (3) Total Joint Venture Unsecured Indebtedness 61,129
Net Premium on Indebtedness
0
Net Discount on Indebtedness (1,606 ) Total Joint Venture Indebtedness $ 8,055,855 (23) Whitehall Mall 6.77 % 12,663 1,282 11/01/08 Wilenska Station Shopping Center 6.08 % (31) 44,091 2,680 (2) 08/31/11 Total Joint Venture Secured Indebtedness at Face Amounts $ 16,191,865
Unsecured Indebtedness:
Galleria Commerciali Italia—Facility C 4.93 % (1) 189,562 (28) 9,348 (2) 12/22/08 Trust Preferred Unsecured Securities 7.38 % 100,000 7,375 (2) 03/30/09 (3) Total Joint Venture Unsecured Indebtedness 289,562
Net Premium on Indebtedness
26,350
Net Discount on Indebtedness (701 ) Total Joint Venture Indebtedness $ 16,507,076 (23) 20062007 was 5.32%4.60%.Loans secured by these three Properties are cross-collateralizedDebt is denominated in Euros and cross-defaulted.bears interest at 3 month Euribor + 0.80%. Debt consists of a Euros 14.7 million tranche with Euros 13.6 million is drawn.2006,2007, after including the impacts of this swap, the terms of the loan are effectively $150 million fixed at 3.60% and $70 million variable rate at 5.37%4.60%.20062007 was 0.4738%0.7025%.2006.2007.3,000,0003,500,000 Credit Facility. As of December 31, 2006,2007, the Credit Facility bears interest at LIBOR + 0.375% and provides for different pricing based upon the Operating Partnership's investment grade rating. As of December 31, 2006, $2.72007, $1.1 billion was available after outstanding borrowings and letter of credits.269.0258.5 million tranche of which Euros 249.1243.7 million is drawn.$15,203,980.$16,933,771.$3,472,228. Our share of indebtedness for joint ventures excludes our share of indebtedness of $79.5 million in joint venture entities in which a non-controlling interest is held by Gallerie Commerciali Italia, an entity which we have a 49% interest.$6,568,403.15,950.722,221.8 million246.1241.0 million is drawn.46.3128.7 million is drawn.4.66%4.75%.
Mortgage and Other Debt on Portfolio Propertiesand Investments in Real Estate
As of December 31, 20062007
(Dollars in thousands) 2004 are as follows: 2006 2005 2004 2007 2006 2005 Balance, Beginning of Year Balance, Beginning of Year $ 14,106,117 $ 14,586,393 $ 10,266,388 Balance, Beginning of Year $ 15,394,489 $ 14,106,117 $ 14,586,393 Additions during period: Additions during period: New Loan Originations 2,810,239 2,484,264 4,509,640 New Loan Originations 3,362,732 2,810,239 2,484,264 Loans assumed in acquisitions and consolidations 192,272 — 1,387,182 Loans assumed in acquisitions and consolidations 399,545 192,272 — Net Premium/(Discount) (5,031 ) (11,328 ) 132,905 Net Premium/(Discount) and other (1,669 ) (5,031 ) (11,328 ) Deductions during period: Deductions during period: Loan Retirements (1,619,148 ) (2,764,438 ) (1,652,022 ) Loan Retirements (1,862,145 ) (1,619,148 ) (2,764,438 ) Loans Related to Deconsolidations — (100,022 ) — Loans Related to Deconsolidations — — (100,022 ) Amortization of Net (Premiums)/Discounts (25,784 ) (33,710 ) (14,043 ) Amortization of Net (Premiums)/Discounts (13,661 ) (25,784 ) (33,710 ) Scheduled Principal Amortization (64,176 ) (55,042 ) (43,657 ) Scheduled Principal Amortization (60,617 ) (64,176 ) (55,042 ) Balance, End of Year Balance, End of Year $ 15,394,489 $ 14,106,117 $ 14,586,393 Balance, End of Year $ 17,218,674 $ 15,394,489 $ 14,106,117 OnIn November 15,of 2004, the Attorneys General of Massachusetts, New Hampshire and Connecticut filed complaints in their respective state Superior Courtscourts against us and our affiliate, SPGGC, Inc., alleging that the sale of co-branded, bank-issued gift cards sold in certain Propertiesof our properties violated gift certificate statutes and consumer protection laws in those states. Each of these suits seeks injunctive relief, unspecified civil penalties and disgorgement of any fees determined to be improperly charged to consumers. We filed our own actions for declaratory judgment actionsrelief in Federal district courts in each of the three states. We have also been named as a defendant in two other state court proceedings in New York which have been brought by private parties as purported class actions. They allege violation of state consumer protection and contract laws and seek a variety of remedies, including unspecified damages and injunctive relief.With respect to the New Hampshire litigation, on August 1,In 2006, we received a judgment in our favor in the Federal district court in New Hampshire granted our motion for summary judgment and heldHampshire. The First Circuit Court of Appeals affirmed that ruling on May 30, 2007, holding that the current gift card program that has been in existence since September 1, 2005, is a banking product and state law regulation is preempted by Federalfederal banking laws. However,The First Circuit Court of Appeals did not, however, rule on the Attorney General's appealquestion of this judgment in our favor in Federal district court in New Hampshire is pending.whether the gift card program as it existed prior to January 1, 2005, was similarly exempt from state regulation. In February 2007, we entered into a voluntary, no-fault settlement agreement regarding the elements ofwith the New Hampshire action which related to the program that existed before September 1, 2005. This settlement did not have a significant impact on the results of our operations. In addition, we are a defendant in three other proceedingsAttorney General relating to the gift card program:Betty Benson and Andrea Nay-Richardson vs. Simon Property Group, Inc., and Simon Property Group, L.P., Superiorprogram in New Hampshire as it existed prior to January 1, 2005. The New Hampshire litigation was dismissed at that time.Cobb County, StateAppeals issued a ruling in the case brought by the Connecticut Attorney General holding that the Connecticut gift card statute could be applied to the gift card program as it existed prior to January 1, 2005, and could prohibit the charging of Georgia, Case No.: 04-1-9617-42, filed December 9, 2004; Christopher Lonner vs. Simon Property Group, Inc., Supreme Courtadministrative fees but could not prohibit the use of the State of NY, County of Westchester, Case No.: 04-2246, filed February 18, 2004; andAliza Goldman, individually andexpiration dates on behalf of all others similarly situated vs. Simon Property Group, Inc., Supreme Court of the State of New York, County of Nassau, filed February 7, 2005. Each of these proceedings has been brought as a purported class action and alleges violation of state consumer protection laws, state abandoned property and contract laws or state statutes regarding gift certificates or gift cards and seeks a variety of remedies including unspecified damages and injunctive relief.
We believe that we have viable defenses under both state and federal laws to the pending gift card actions.actions in Massachusetts, Connecticut and New York. Although it is not possible to provide any assurance of the ultimate outcome of any of these pending actions, management does not believe that an adverse outcome wouldthey will have aany material adverse effectaffect on our financial position, results of operations or cash flow.
As previously disclosed, we were a defendant in a suit brought against us by a partner in a partnership in which we previously held ownership in, Mall of America Associates ("MOAA"). Effective November 2, 2006, all parties agreed to settle the lawsuit and all claims with no settlement payment due by either party. We had most currently been a beneficial interest holder in the operations of MOAA which entitled us the right to receive cash flow distributions and capital transaction proceeds, or approximately a 25% interest in the underlying operations. Concurrently with the settlement of the litigation, the Simon family partner in MOAA sold its entire interest in MOAA. We received $102.2 million of capital transaction proceeds related to this transaction, terminating our beneficial interests, which resulted in a gain of $86.5 million.
We are involved in various other legal proceedings that arise in the ordinary course of our business. We believe that such routine litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.
None.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Market Information
There is no established public trading market for our units or preferred units. The following table sets forth for the periods indicated, the distributions declared on the units:
| Declared Distribution | Declared Distributions | ||||
---|---|---|---|---|---|---|
2006 | ||||||
1st Quarter | $ | 0.76 | $ | 0.76 | ||
2nd Quarter | 0.76 | 0.76 | ||||
3rd Quarter | 0.76 | 0.76 | ||||
4th Quarter | 0.76 | 0.76 | ||||
2005 | ||||||
2007 | ||||||
1st Quarter | $ | 0.70 | $ | 0.84 | ||
2nd Quarter | 0.70 | 0.84 | ||||
3rd Quarter | 0.70 | 0.84 | ||||
4th Quarter | 0.70 | 0.84 |
Holders
The number of holders of record of units was 245262 as of February 19, 2007.March 5, 2008.
Distributions
We make distributions to our unitholders including Simon Propertylimited and general partners in order to maintain Simon Property's qualification as a REIT. Simon Property is required each year to distribute to its stockholders at least 90% of its taxable income after certain adjustments. Future distributions will be determined at the discretion of theSimon Property's Board of Directors based on actual results of operations, cash available for distribution, and what may be required to maintain Simon Property's status as a REIT.
Unregistered Sales of Equity Securities
During the fourth quarter of 2006, we issued 106,400 units to2007, Simon Property related to employee stock options that were exercised during the quarter. We used the net proceeds from the option exercisedredeemed all of approximately $3.2 million for general working capital purposes. Also during the fourth quarterits outstanding shares of 2006, we issued 8,000,000its Series G Cumulative Redeemable Preferred Stock. Simon Property sold shares of its Series KL Variable Rate Redeemable Preferred Units (Series KStock to an institutional investor for $150.0 million. We issued 6,000,000 Series L Variable Rate Redeemable Preferred Units)Units to Simon Property for cash proceeds in the amount of $200.0$150.0 million. The cash proceeds received from Simon Property were obtained by Simon Property from the sale of a similar series of preferred stock to a single institutional investor. We used the proceeds to fund the redemption of the Series FG Cumulative Redeemable Preferred Units held by Simon Property which in turn thenat the time that Simon Property redeemed a similar series ofits Series G preferred stock. The issuance of theSeries L preferred units and Series K Preferred Unitsother units to Simon Property were exempt from registration under the Securities Act of 1933 as amended, in reliance upon Section 4(2) as private offerings. We redeemed the Series L preferred units in the fourth quarter of 2007 for a price equal to their liquidation value plus accrued dividends.
Issuer Purchases of Equity Securities
On July 26, 2007, the Simon Property Board of Directors authorized the repurchase of up to $1.0 billion of Simon Property common stock over the next twenty-four months as market conditions warrant. Simon Property may repurchase shares in the open market or in privately negotiated transactions. As of December 31, 2007, the program had remaining availability of approximately $950.7 million. There were no purchases under this program during the fourth quarter of 2007. If Simon Property acquires shares, then we would repurchase an equal number of our units from Simon Property.
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 3l, | | As of or for the Year Ended December 31, | ||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2006 | 2005 | 2004 (1) | 2003 (1) | 2002 (1) | | 2007 | 2006 | 2005 | 2004 (1) | 2003 | ||||||||||||||||||||||||
| | (in thousands, except per unit data) | | (in thousands, except per unit data) | ||||||||||||||||||||||||||||||||
OPERATING DATA: | OPERATING DATA: | OPERATING DATA: | ||||||||||||||||||||||||||||||||||
Total consolidated revenue | $ | 3,332,154 | $ | 3,166,853 | $ | 2,567,774 | $ | 2,227,373 | $ | 2,038,936 | Total consolidated revenue | $ | 3,650,799 | $ | 3,332,154 | $ | 3,166,853 | $ | 2,585,079 | $ | 2,227,373 | |||||||||||||||
Income from continuing operations | 719,083 | 457,328 | 454,358 | 433,963 | 527,888 | Income from continuing operations | 519,304 | 563,443 | 353,407 | 350,830 | 433,963 | |||||||||||||||||||||||||
Net income available to common unitholders | $ | 614,911 | $ | 510,581 | $ | 380,711 | $ | 412,532 | $ | 482,575 | Net income available to common unitholders | $ | 436,164 | $ | 486,145 | $ | 401,895 | $ | 300,647 | $ | 412,532 | |||||||||||||||
BASIC EARNINGS PER UNIT: | BASIC EARNINGS PER UNIT: | BASIC EARNINGS PER UNIT: | ||||||||||||||||||||||||||||||||||
Income from continuing operations | $ | 2.20 | $ | 1.27 | $ | 1.47 | $ | 1.48 | $ | 1.86 | Income from continuing operations | $ | 2.09 | $ | 2.20 | $ | 1.27 | $ | 1.49 | $ | 1.48 | |||||||||||||||
Discontinued operations | — | 0.55 | (0.04 | ) | 0.18 | 0.13 | Discontinued operations | (0.13 | ) | — | 0.55 | (0.04 | ) | 0.18 | ||||||||||||||||||||||
Net income | $ | 2.20 | $ | 1.82 | $ | 1.43 | $ | 1.66 | $ | 1.99 | Net income | $ | 1.96 | $ | 2.20 | $ | 1.82 | $ | 1.45 | $ | 1.66 | |||||||||||||||
Weighted average units outstanding | 279,567 | 279,825 | 265,405 | 248,926 | 242,041 | Weighted average units outstanding | 281,035 | 279,567 | 279,825 | 265,405 | 248,926 | |||||||||||||||||||||||||
DILUTED EARNINGS PER UNIT: | DILUTED EARNINGS PER UNIT: | DILUTED EARNINGS PER UNIT: | ||||||||||||||||||||||||||||||||||
Income from continuing operations | $ | 2.19 | $ | 1.27 | $ | 1.47 | $ | 1.47 | $ | 1.86 | Income from continuing operations | $ | 2.08 | $ | 2.19 | $ | 1.27 | $ | 1.48 | $ | 1.47 | |||||||||||||||
Discontinued operations | — | 0.55 | (0.04 | ) | 0.18 | 0.13 | Discontinued operations | (0.13 | ) | — | 0.55 | (0.04 | ) | 0.18 | ||||||||||||||||||||||
Net income | $ | 2.19 | $ | 1.82 | $ | 1.43 | $ | 1.65 | $ | 1.99 | Net income | $ | 1.95 | $ | 2.19 | $ | 1.82 | $ | 1.44 | $ | 1.65 | |||||||||||||||
Diluted weighted average units outstanding | 280,471 | 280,696 | 266,272 | 249,750 | 243,631 | Diluted weighted average units outstanding | 281,813 | 280,471 | 280,696 | 266,272 | 249,750 | |||||||||||||||||||||||||
Distributions per unit (2) | $ | 3.04 | $ | 2.80 | $ | 2.60 | $ | 2.40 | $ | 2.18 | Distributions per unit (2) | $ | 3.36 | $ | 3.04 | $ | 2.80 | $ | 2.60 | $ | 2.40 | |||||||||||||||
BALANCE SHEET DATA: | BALANCE SHEET DATA: | BALANCE SHEET DATA: | ||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 929,360 | $ | 337,048 | $ | 519,556 | $ | 529,036 | $ | 390,644 | Cash and cash equivalents | $ | 501,982 | $ | 929,360 | $ | 337,048 | $ | 520,084 | $ | 529,036 | |||||||||||||||
Total assets | 22,084,455 | 21,131,039 | 21,921,902 | 15,522,063 | 14,741,116 | Total assets | 23,605,662 | 22,084,455 | 21,131,039 | 22,070,019 | 15,522,063 | |||||||||||||||||||||||||
Mortgages and other indebtedness | 15,394,489 | 14,106,117 | 14,586,393 | 10,266,388 | 9,546,081 | Mortgages and other indebtedness | 17,218,674 | 15,394,489 | 14,106,117 | 14,586,393 | 10,266,388 | |||||||||||||||||||||||||
Partners' equity | $ | 5,089,868 | $ | 5,489,518 | $ | 5,779,870 | $ | 4,213,993 | $ | 4,328,196 | Partners' equity | $ | 3,563,383 | $ | 3,979,642 | $ | 4,307,296 | $ | 4,642,606 | $ | 4,213,993 | |||||||||||||||
OTHER DATA: | OTHER DATA: | OTHER DATA: | ||||||||||||||||||||||||||||||||||
Cash flow provided by (used in): | Cash flow provided by (used in): | |||||||||||||||||||||||||||||||||||
Operating activities | $ | 1,273,367 | $ | 1,170,371 | $ | 1,079,092 | $ | 945,092 | $ | 880,279 | Operating activities | $ | 1,455,745 | $ | 1,273,367 | $ | 1,170,371 | $ | 1,080,532 | $ | 945,092 | |||||||||||||||
Investing activities | (601,851 | ) | (51,906 | ) | (2,742,542 | ) | (760,000 | ) | (784,495 | ) | Investing activities | (2,036,921 | ) | (601,851 | ) | (52,434 | ) | (2,745,697 | ) | (760,000 | ) | |||||||||||||||
Financing activities | $ | (79,204 | ) | $ | (1,300,973 | ) | $ | 1,653,970 | $ | (46,700 | ) | $ | 42,688 | Financing activities | $ | 153,798 | $ | (79,204 | ) | $ | (1,300,973 | ) | $ | 1,649,626 | $ | (46,700 | ) | |||||||||
Ratio of Earnings to Fixed Charges (3) | 1.73x | 1.56x | 1.63x | 1.65x | 1.80x | Ratio of Earnings to Fixed Charges (3) | 1.53x | 1.73x | 1.56x | 1.63x | 1.65x | |||||||||||||||||||||||||
Notes
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion in conjunction with the consolidated financial statements and notes thereto that are included in this report. Certain statements made in this section or elsewhere in this report 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 our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited to: our ability to meet debt service requirements, the availability of financing, changes in our credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, impact of terrorist activities, inflation and maintenance of Simon Property's REIT status. We discuss these and other risks and uncertainties under the heading "Risk Factors" in our Annual Report on Form 10-K. The risks and uncertainties could cause our actual results to differ materially from the forward-looking statements that we make. We may update that discussion in subsequent quarterly reports, but otherwise 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.
Overview
Simon Property Group, L.P. is a Delaware limited partnership and a majority ownedthe majority-owned subsidiary of Simon Property Group, Inc. In this report,discussion, the terms the "Operating Partnership", "we", "us" and "our" refer to Simon Property Group, L.P. and its subsidiaries and the term "Simon Property" refers specifically to Simon Property Group, Inc.
We are engaged in the ownership, development,own, develop, and management ofmanage retail real estate properties, primarily regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle centers. As of December 31, 2006,2007, we owned or held an interest in 286 income-producing320 income- producing properties in the United States, which consisted of 171168 regional malls, 6967 community/lifestyle centers, 3638 Premium Outlet centers, 37 properties acquired in the Mills acquisition, and 10 other shopping centers or outlet centers in 3841 states plus Puerto Rico (collectively,Rico. Of the "Properties",37 Mills properties acquired, 17 of these are The Mills, 16 are regional malls, and individually, a "Property").four are community centers. We also own interests in fivefour parcels of land held in the United States for future development (together with the Properties, the "Portfolio").development. In the United States, we have fivefour new properties currently under development aggregating approximately 3.52.75 million square feet which will open during 2007 or early 2008. Internationally, we have ownership interests in 5351 European shopping centers (France, Italy, and Poland); fivesix Premium Outlet centers in Japan;Japan, one Premium Outlet center in Mexico, and one Premium Outlet center in Mexico. We also have begun construction on a Premium Outlet center in which we will hold a 50% interest located in South Korea and,Korea. Also, through a joint venture arrangement, we will have a 32.5% interest in five shopping centers (four of which are under construction)construction in China.
Operating Fundamentals
We generate the majority of our revenues from leases with retail tenants including:
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 seek growth in our earnings and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following:
We also grow by generating supplemental revenues in our existing real estate portfolio, from outlot parcel sales and, due to our size and tenant relationships, from the following:following activities:
We focus on high quality real estate across the retail real estate spectrum. We expand or renovate to enhance existing assets' profitability and market share when we believe the investment of our capital meets our risk-reward criteria. We selectively develop new properties in major metropolitan areas that exhibit strong population and economic growth.
We routinely review and evaluate acquisition opportunities based on their ability to complement to our Portfolio.portfolio. Lastly, we are selectively expanding our international presence. 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 overall growth, goals, we employ a three-fold capital strategy:
Results Overview
Diluted earnings per common unit increased $0.37decreased $0.24 during 2006,2007, or 20.3%11.0%, to $1.95 from $2.19 from $1.82 for 2005.2006. The 2007 results include $19.0 million of lease settlements related to two department store closures, our share of the gain on sale of assets in Poland of $90.6 million, and $39.1 million of interest income attributable to loans made to The Mills Corporation and its majority-owned subsidiary, The Mills Limited Partnership (collectively "Mills") and SPG-FCM Ventures, LLC ("SPG-FCM"), net of inter-entity eliminations, and increases in portfolio operations. Also included in 2007 were $28.0 million in losses on sale of discontinued operations (net of limited partners' interest) and a $35.6 million charge, net-of-tax benefit, related to the impairment of our investment in an Arizona land joint venture investment. Included in the 2006 results includeis a $34.4 million gain (or $0.12 per diluted unit) from the sale of partnership interests in Simon Ivanhoe, S.i.r.l., or Simon Ivanhoe, one of our European joint ventures, to oura new partner, Ivanhoe Cambridge, Inc. ("Ivanhoe"), an affiliate of Caisse de dépôt et placement du Québec, an $86.5 million gain related to our receipt of capital transaction proceeds, and recognition of $15.6 million in income during 2006 (aggregating $0.36 per diluted unit) from contributeda property in which we had a beneficial interests,interest, representing the right to receive cash flow, capital distributions, and related profits and losses, of Mall of America Associates ("MOAA"), and increases in Portfolioportfolio operations. Included in 2005 results is a $125.1 million gain (or $0.45 per diluted unit) realized upon the disposition of the Riverway and O'Hare International Center office building properties.
Our coreCore business fundamentals remained strong during 2006.2007. Regional mall comparable sales per square foot ("psf") strengthenedincreased in 2007, by 3.2% to $491 psf from $476 psf in 2006, increasing 5.8% to $476 psf from $450 psf in 2005, reflecting robuststable retail sales activity. Our regional mall average base rents increased 2.6%4.8% to $35.38$37.09 psf from $34.49$35.38 psf. In addition, our regional mall leasing spreads were $5.64 psf as of December 31, 2007, compared to $6.48 psf as of December 31, 2006, compared to $7.40 psf as of December 31, 2005, principally as a result of changesleasing larger "big box" spaces in leasing mix.2007, which are generally at a lower rent per square foot as compared to traditional in-line retail stores. The operating fundamentals of the Premium Outlet centers, The Mills centers, and community/lifestyle centers also contributed to the improved 20062007 operating results, as seen in the following section entitled "United States Portfolio Data.Data". Finally, regional mall occupancy was 93.5% as of December 31, 2007, as compared to 93.2% as of December 31, 2006,2006.
During 2007, SPG-FCM, an entity in which we indirectly hold a 50% interest, completed the Mills acquisition, which adds an additional 37 properties and over 42 million square feet of gross leasable area to our portfolio. The properties are generally located in major metropolitan areas and consist of a combination of traditional anchor tenants, local and national retailers, and a number of larger "big box" tenants. The acquisition required an equity investment of $650.0 million by us, as comparedwell as our providing loans to 93.1% asSPG-FCM and Mills in various amounts throughout 2007 to effect the initial successful tender offer, and to acquire all remaining common and preferred equity, and to pay various costs of December 31, 2005. During 2006, we disposed of three consolidated properties that had an aggregate book value of $39.4 million for aggregate sales proceeds of $43.9 million, resulting in a net gain on sale of $4.5 million.the transaction. We also sold a property accounted for underserve as manager of the equity method of accounting for $8.8 millionproperties acquired in this transaction, which is more fully discussed in the "Liquidity and recorded a gain of $7.7 million on its disposition.Capital Resources" section.
We continue to identify additional opportunities in various international markets. We lookcontinue to continue focus on our joint venture interests in Europe, Japan, and other market areas abroad. In 2005, we realigned the interests in Simon Ivanhoe S.à.r.l. ("Simon Ivanhoe") with the result that our ownership and that of our new partner's ownershippartner, Ivanhoe Cambridge, Inc., were increased to 50% each in the first quarter of 2006. In 2006,2007, we increased our presence in Europe and Asia with the opening of Gliwice Shopping CenterCinisello in Poland,Italy, a 380,000376,000 square-foot center, Porta di Roma in Italy, a 1,300,000 square-foot center, Nola-Vulcano Buono in Italy, a 876,000 square-foot center, Yeoju Premium Outlets in South Korea, a 250,000 square-foot center, and GiuglianoKobe-Sanda Premium Outlets in Italy,Japan, a 748,000194,000 square foot center.
We also opened expansions to a Premium
Outlet center in Toki, Japan and a shopping center in Wasquehal, France. We expect international development and redevelopment/expansion activity for 20072008 to include:
Despite a significantly increasing interest rate environment that resulted in an approximate 9315 basis point increase in the average LIBOR (5.32% at December 31, 2006,rate for the year as compared to the prior year (5.25% for 2007 versus 4.39% at December 31, 2005)5.10% for 2006), our effective overall borrowing rate for the twelve monthsyear ended December 31, 2006,2007 decreased fivethirty basis points as compared to the twelve monthsyear ended December 31, 2005.2006. Our consolidated financing activities for the twelve monthsyear ended December 31, 2006, are highlighted by the following:2007 included:
United States Portfolio Data
The Portfolioportfolio data discussed in this overview includes the following key operating statistics: occupancy; average base rent per square foot; and comparable sales per square foot for our threefour domestic platforms. We include acquired Propertiesproperties in this data beginning in the year of acquisition and remove properties sold in the year disposed. We do not include any Propertiesproperties located outside of the United States. The following table sets forth these key operating statistics for:
| 2006 | %/basis points Change (1) | 2005 | %/basis points Change (1) | 2004 | %/basis point Change (1) | 2007 | %/basis points Change(1) | 2006 | %/basis points Change(1) | 2005 | %/basis points Change(1) | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Regional Malls: | ||||||||||||||||||||||||||||||
Occupancy | ||||||||||||||||||||||||||||||
Consolidated | 93.0% | -30 bps | 93.3% | +60 bps | 92.7% | +50 bps | 93.9% | +90 bps | 93.0% | -30 bps | 93.3% | +60 bps | ||||||||||||||||||
Unconsolidated | 93.5% | +80 bps | 92.7% | +10 bps | 92.6% | -10 bps | 92.7% | -80 bps | 93.5% | +80 bps | 92.7% | +10 bps | ||||||||||||||||||
Total Portfolio | 93.2% | +10 bps | 93.1% | +40 bps | 92.7% | +30 bps | 93.5% | +30 bps | 93.2% | +10 bps | 93.1% | +40 bps | ||||||||||||||||||
Average Base Rent per Square Foot | ||||||||||||||||||||||||||||||
Consolidated | $ | 34.79 | 2.2% | $ | 34.05 | 3.8% | $ | 32.81 | 4.9% | $ | 36.24 | 4.2% | $ | 34.79 | 2.2% | $ | 34.05 | 3.8% | ||||||||||||
Unconsolidated | $ | 36.47 | 3.3% | $ | 35.30 | 1.5% | $ | 34.78 | 3.1% | $ | 38.73 | 6.2% | $ | 36.47 | 3.3% | $ | 35.30 | 1.5% | ||||||||||||
Total Portfolio | $ | 35.38 | 2.6% | $ | 34.49 | 3.0% | $ | 33.50 | 3.8% | $ | 37.09 | 4.8% | $ | 35.38 | 2.6% | $ | 34.49 | 3.0% | ||||||||||||
Comparable Sales Per Square Foot | ||||||||||||||||||||||||||||||
Comparable Sales per Square Foot | ||||||||||||||||||||||||||||||
Consolidated | $ | 462 | 6.2% | $ | 435 | 5.8% | $ | 411 | 5.9% | $ | 472 | 2.2% | $ | 462 | 6.2% | $ | 435 | 5.8% | ||||||||||||
Unconsolidated | $ | 505 | 5.6% | $ | 478 | 3.9% | $ | 460 | 7.8% | $ | 530 | 4.9% | $ | 505 | 5.6% | $ | 478 | 3.9% | ||||||||||||
Total Portfolio | $ | 476 | 5.8% | $ | 450 | 5.4% | $ | 427 | 6.1% | $ | 491 | 3.2% | $ | 476 | 5.8% | $ | 450 | 5.4% | ||||||||||||
Premium Outlet Centers: | ||||||||||||||||||||||||||||||
Occupancy | 99.4% | -20 bps | 99.6% | +30 bps | 99.3% | — | 99.7% | +30 bps | 99.4% | -20 bps | 99.6% | +30 bps | ||||||||||||||||||
Average Base Rent per Square Foot | $ | 24.23 | 4.6% | $ | 23.16 | 6.0% | $ | 21.85 | — | $ | 25.67 | 5.9% | $ | 24.23 | 4.6% | $ | 23.16 | 6.0% | ||||||||||||
Comparable Sales Per Square Foot | $ | 471 | 6.1% | $ | 444 | 7.8% | $ | 412 | — | |||||||||||||||||||||
Comparable Sales per Square Foot | $ | 504 | 7.0% | $ | 471 | 6.1% | $ | 444 | 7.8% | |||||||||||||||||||||
The Mills®: | ||||||||||||||||||||||||||||||
Occupancy | 94.1% | — | — | — | — | — | ||||||||||||||||||||||||
Average Base Rent per Square Foot | $ | 19.06 | — | — | — | — | — | |||||||||||||||||||||||
Comparable Sales per Square Foot | $ | 372 | — | — | — | — | — | |||||||||||||||||||||||
Mills Regional Malls: | ||||||||||||||||||||||||||||||
Occupancy | 89.5% | — | — | — | — | — | ||||||||||||||||||||||||
Average Base Rent per Square Foot | $ | 35.63 | — | — | — | — | — | |||||||||||||||||||||||
Comparable Sales per Square Foot | $ | 444 | — | — | — | — | — | |||||||||||||||||||||||
Community/Lifestyle Centers: | ||||||||||||||||||||||||||||||
Occupancy | ||||||||||||||||||||||||||||||
Consolidated | 91.5% | +200 bps | 89.5% | -100 bps | 90.5% | +340 bps | 92.9% | +140 bps | 91.5% | +200 bps | 89.5% | -100 bps | ||||||||||||||||||
Unconsolidated | 96.5% | +40 bps | 96.1% | -140 bps | 94.7% | -160 bps | 96.6% | +10 bps | 96.5% | +40 bps | 96.1% | -140 bps | ||||||||||||||||||
Total Portfolio | 93.2% | +160 bps | 91.6% | -30 bps | 91.9% | +170 bps | 94.1% | +90 bps | 93.2% | +160 bps | 91.6% | -30 bps | ||||||||||||||||||
Average Base Rent per Square Foot | ||||||||||||||||||||||||||||||
Consolidated | $ | 11.90 | 1.7% | $ | 11.70 | 5.2% | $ | 11.12 | 1.0% | $ | 12.73 | 7.0% | $ | 11.90 | 1.7% | $ | 11.70 | 5.2% | ||||||||||||
Unconsolidated | $ | 11.68 | 8.0% | $ | 10.81 | 3.1% | $ | 10.49 | 7.4% | $ | 11.85 | 1.5% | $ | 11.68 | 8.0% | $ | 10.81 | 3.1% | ||||||||||||
Total Portfolio | $ | 11.82 | 3.6% | $ | 11.41 | 4.6% | $ | 10.91 | 3.0% | $ | 12.43 | 5.2% | $ | 11.82 | 3.6% | $ | 11.41 | 4.6% | ||||||||||||
Comparable Sales Per Square Foot | ||||||||||||||||||||||||||||||
Consolidated | $ | 233 | 2.2% | $ | 228 | 2.7% | $ | 222 | 5.5% | |||||||||||||||||||||
Unconsolidated | $ | 202 | (1.0%) | $ | 204 | 2.0% | $ | 200 | (2.9%) | |||||||||||||||||||||
Total Portfolio | $ | 222 | 0.9% | $ | 220 | 2.3% | $ | 215 | 2.9% |
Occupancy Levels and Average Base Rent Per Square Foot. Occupancy and average base rent are based on mall and freestanding Gross LeaseableLeasable Area, ("GLA")or GLA, owned by us ("Owned GLA") in the regional malls, all tenants at The Mills and the Premium Outlet centers, and all tenants at community/lifestyle centers. Our Portfolioportfolio has maintained stable occupancy and increased average base rents despite the current economic climate.
Comparable Sales Per Square Foot. Comparable sales include total reported retail tenant sales at Ownedowned GLA (for mall and freestanding stores with less than 10,000 square feet) in the regional malls, and all reporting tenants at The Mills and the Premium Outlet centers and community/lifestyle centers. Retail sales at Ownedowned GLA affect revenue and profitability levels because sales determine the amount of minimum rent that can be charged, the percentage rent realized, and the recoverable expenses (common area maintenance, real estate taxes, etc.) that tenants can afford to pay.
The following key operating statistics are provided for our international properties which are accountedwe account for using the equity method of accounting.
| 2006 | 2005 | 2004 | 2007 | 2006 | 2005 | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
European Shopping Centers | ||||||||||||
Occupancy | 97.1% | 98.1% | 96.0% | 98.7% | 97.1% | 98.1% | ||||||
Comparable sales per square foot | €391 | €380 | €386 | €421 | €391 | €380 | ||||||
Average rent per square foot | €26.29 | €25.72 | €25.03 | €29.58 | €26.29 | €25.72 | ||||||
International Premium Outlet Centers (1) | ||||||||||||
International Premium Outlet Centers(1) | ||||||||||||
Occupancy | 100% | 100% | 100% | 100% | 100% | 100% | ||||||
Comparable sales per square foot | ¥89,238 | ¥84,791 | ¥88,925 | ¥93,169 | ¥89,238 | ¥84,791 | ||||||
Average rent per square foot | ¥4,646 | ¥4,512 | ¥4,358 | ¥4,626 | ¥4,646 | ¥4,512 |
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, 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 and 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 evaluate 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 all of our significant accounting policies, see Note 3 of the Notes to Consolidated Financial Statements.
tests. The American Jobs Creation Act of 2004 builds in some flexibility to the REIT tax rules and imposes at most, monetary penalties in lieu of REIT disqualification, for the failure to meet certain REIT rules. These REIT savings provisions apply to issues discovered by the REIT after October 22, 2004. Simon Property monitors its business and transactions that may potentially impact its REIT status. In the unlikely event that Simon Property fails to maintain its REIT status, and it isavailable relief provisions do not able to avail itself of the REIT savings provisions,apply, then it would be required to pay federal income taxes at regular corporate income tax rates during the period it did not qualify as a REIT. If Simon Property lost its REIT status, it could not elect to be taxed as a REIT for four years unless its failure was due 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 during those periods. This could in turn adversely impact our ability to sell our debt securities and Simon Property's ability to sell its securities in the capital markets. We make distributions to our unitholders including Simon Property so that Simon Property can meet the REIT qualification requirements.
Results of Operations
In addition to the activity discussed above in the Results"Results Overview," the following acquisitions, Propertyproperty openings, and other activity affected our consolidated results from continuing operations in the comparative periods:
In addition to the activityactivities discussed above and in the Results Overview,"Results Overview", the following acquisitions, dispositions, and Propertyproperty openings affected our income from unconsolidated entities in the comparative periods:
For the purposes of the following comparisons between the years ended December 31, 20062007 and 20052006 and the years ended December 31, 20052006 and 2004,2005, the above transactions are referred to as the Property Transactions.property transactions. In the following discussions of our results of operations, "comparable" refers to Propertiesproperties open and operating throughout both the current and prior year.
During 2007, we disposed of five consolidated properties that had an aggregate book value of $91.6 million for aggregate sales proceeds of $56.4 million, resulting in a net loss on sale of $35.2 million, or $28.0 million net of limited partners' interest. The loss on sale of these assets has been reported as discontinued operations in the consolidated statements of operations. The operating results of these properties disposed of during 2007 was not significant to our
Our consolidated discontinued operations reflect results of theoperations. The following significantis a list of consolidated property dispositions on the indicated date:date for which we have reported the operations or results of sale with discontinued operations:
Property | Date of Disposition | |
---|---|---|
September | ||
September 28, 2007 | ||
Griffith Park Plaza | September 20, 2007 | |
Alton Square | August 2, 2007 | |
Biltmore Square | December 28, 2005 | |
Eastland Mall (Tulsa, OK) | December 16, 2005 | |
Southgate Mall | ||
Cheltenham Square | November 17, 2005 | |
Grove at Lakeland Square | July 1, 2005 | |
Riverway (office) | June 1, 2005 | |
O'Hare International Center (office) | June 1, 2005 | |
We sold the following properties in 2006 on the indicated date.2006. Due to the limited significance of these propertiesproperties' operations and result of disposition on our consolidated financial statements, we did not report these properties as discontinued operations.
Property | Date of Disposition | |
---|---|---|
Trolley Square | August 3, 2006 | |
Year Ended December 31, 2007 vs. Year Ended December 31, 2006
Minimum rents increased $133.9 million during the period, of which the property transactions accounted for $87.0 million of the increase. Total amortization of the fair market value of in-place leases served to decrease minimum rents by $8.8 million due to certain in-place lease adjustments becoming fully amortized. Comparable rents increased $46.8 million, or 2.3%. This was primarily due to the leasing of space at higher rents that resulted in an increase in minimum rents of $54.6 million offset by a $9.2 million decrease in comparable property straight-line rents and fair market value of in-place lease amortization. In addition, rents from carts, kiosks, and other temporary tenants increased comparable rents by $1.4 million.
Overage rents increased $14.2 million or 14.9%, reflecting increases in tenant sales.
Tenant reimbursements increased $76.6 million, of which the property transactions accounted for $40.2 million. The remainder of the increase of $36.4 million, or 3.8%, was in comparable properties and was due to inflationary increases in property operating costs and our ongoing initiative of converting our leases to a fixed reimbursement with an annual escalation provision for common area maintenance costs.
Management fees and other income increased $31.5 million principally as a result of additional management fees derived from the additional properties being managed from the Mills acquisition and additional leasing and development fees as a result of incremental property activity.
Total other income increased $62.5 million, and was principally the result of the following:
Property operating expenses increased $13.3 million, or 3.0%, primarily as a result of the property transactions and inflationary increases.
Depreciation and amortization expense increased $49.4 million and is primarily a result of the property transactions.
Real estate taxes increased $13.1 million from the prior period, $10.4 million of which is related to the property transactions, and $2.7 million from our comparable properties due to the effect of increases resulting from reassessments, higher tax rates, and the effect of expansion and renovation activities.
Repairs and maintenance increased $14.2 million due to increased snow removal costs in 2007 over that of 2006, normal inflationary increases, and the effect of the property transactions.
Advertising and promotion increased $5.9 million primarily due to the effect of the property transactions.
Home and regional office expense increased $7.3 million primarily due to increased personnel costs, primarily the result of the Mills acquisition, and the effect of incentive compensation plans.
General and administrative expenses increased $2.9 million due to increased executive salaries, principally as a result of additional share-based payment amortization from the vesting of recent years restricted stock grants.
Interest expense increased $124.0 million due principally to the following:
Also impacting interest expense was the consolidation of Town Center at Cobb, Gwinnett Place, and Mall of Georgia as a result of our acquisition of additional ownership interests, and the assumption of debt related to the acquisition of Las Americas Premium Outlets.
Income tax expense of taxable REIT subsidiaries decreased $22.7 million due primarily to a $19.5 million tax benefit recognized related to the impairment charge related to our write-off of our entire investment in Surprise Grand Vista JV I, LLC, which is developing land located in Phoenix, Arizona, along with a reduction in the taxable income for the management company as a result of structural changes made to our wholly-owned captive insurance entities.
Income from unconsolidated entities decreased $72.7 million, due in part to the impact of the Mills transaction (net of eliminations). On a net income basis, our share of income from SPG-FCM approximates a net loss of $58.7 million for the year due to additional depreciation and amortization expenses on asset basis step-ups in purchase accounting approximating $102.2 million for the second through fourth quarters of 2007. Also contributing to the decrease is the prior year recognition of $15.6 million in income related to a beneficial interest that we held in 2006 in a regional mall entity. This beneficial interest was terminated in November 2006.
In 2007, we recognized an impairment of $55.1 million related to our Surprise Grand Vista venture in Phoenix, Arizona. As described above, the charge to earnings resulted in a $19.5 million tax benefit, resulting in a net charge to earnings, before consideration of the limited partners' interest, of $35.6 million.
We recorded a $92.0 million net gain on the sales of assets and interests in unconsolidated entities in 2007 primarily as a result of the sale of five assets in Poland by Simon Ivanhoe. In 2006, we recorded a gain related to the sale of a beneficial interest of $86.5 million, a $34.4 million gain on the sale of a 10.5% interest in Simon Ivanhoe, and the net gain on the sale of four non-core properties, including one joint venture property, of $12.2 million.
In 2007, the loss on sale of discontinued operations of $28.0 million, net of the limited partners' interest, represents the net loss upon disposition of five non-core properties consisting of three regional malls and two community/lifestyle centers.
Preferred unit distribution requirements decreased $28.0 million as a result of the redemption of the Series G preferred units in the fourth quarter of 2007 and the Series F preferred units in the fourth quarter of 2006.
Year Ended December 31, 2006 vs. Year Ended December 31, 2005
Minimum rents excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $75.7$83.2 million during the period, of which the Property Transactionsproperty transactions accounted for $21.2 million of the increase. Total amortization of the fair market value of in-place leases increased minimum rents by $5.3 million. Comparable rents excluding rents from Simon Brand and Simon Business, increased $54.5$61.4 million, or 2.9%3.2%. This was primarily due to leasing space at higher rents, resulting in an increase in base rents of $51.9 million. In addition, rents from carts, kiosks, and other temporary tenants increased comparable rents by $4.3$5.1 million in 2006.
Overage rents increased $10.2 million or 12.0%, reflecting the increases in tenants' rents, particularly in the Premium Outlet centers.
Tenant reimbursements excluding Simon Business initiatives, increased $46.9$49.7 million. The Property Transactionsproperty transactions accounted for $11.8 million. The remainder of the increase of $35.1$37.9 million, or 4.0%4.2%, was in comparable Propertiesproperties and was due to inflationary increases in property operating costs.
Management fees and other revenues increased $4.5 million primarily due to increased leasing and development fees generated through our support activities provided to new joint venture Properties.properties.
Total other income excluding consolidated Simon Brand and Simon Business initiatives, increased $22.8$17.7 million. The aggregate increase in other income included the following significant activity:
Consolidated revenues from Simon Brand and Simon Business initiatives increased $5.1 million to $162.2 million from $157.1 million. The increase in revenues is primarily due to increased event and sponsorship income, offset by decreased revenue as a result of structural changes to the gift card program.
Simon Brand and Simon Business expenses decreased $11.4 million that primarily resulted from decreased operating expenses of the co-branded gift card program, which are included in total property operating expenses.
Property operating expenses increased $19.6 million, $18.4 million of which was on comparable properties (representing an increase of 4.4%) and was principally as a result of inflationary increases.
Home office and regional costs increased $12.0 million due to increased personnel costs, which is primarily due to the effect of the increase in our stock price on our stock-based compensation program.
Other expenses increased $6.6 million primarily due to increases in ground rent expenses of $3.9 million and increased professional fees.
Interest expense increased $22.8 million due to the impact of increased debt, primarily as a result of the issuances of unsecured notes in May, August, and December of 2006, and the annualized effect of our unsecured notes issued in June and November of 2005.
Income from unconsolidated entities and beneficial interests increased $29.0 million primarily due to favorable results of operations at the joint venture properties, plus the increase in our ownership of Simon Ivanhoe and the recording of$15.6 million in income from ourrelated to a beneficial interest we held during 2006 in MOAA of $15.6 million.a regional mall entity.
We recorded a $132.8 million net gain on the sales of assets and interests in unconsolidated entities in 2006 that included a gain related to the sale of a beneficial interest of $86.5 million, a $34.4 million gain on the sale of 10.5% interest in Simon Ivanhoe, and the net gain on the sale of four non-core properties, including one joint venture property, of $12.2 million.
Discontinued operations for 2005 included the net operating results of properties sold, including the sale of underlying ground adjacent to the Riverway and O'Hare International Center properties. There were no discontinued operations in 2006.
In 2005, the gain on sale of discontinued operations of $146.9$115.8 million, net of the limited partners' interest, principally represents the net gain upon disposition of seven non-core Propertiesproperties consisting of four regional malls, two office buildings, and one community/lifestyle center.
Preferred unit distributiondistributions requirements increased due to the net impact of the redemption of the Series F Preferred Units,preferred units, which resulted in a $7.0 million charge to net income related to the redemption.
Year Ended December 31, 2005 vs. Year Ended December 31, 2004
Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $405.4 million during the period. The net effect of the Property Transactions increased minimum rents $368.0 million of which $299.7 million was due to the operations of the Premium Outlet centers and other Properties acquired from Chelsea in October of 2004 (the "Chelsea Acquisition"). Total amortization of the fair market value of in-place leases increased minimum rents by $25.1 million, including the impact of the Property Transactions, principally the result of the Chelsea Acquisition. Comparable rents, excluding rents from Simon Brand and Simon Business, increased $37.5 million, or 2.7%. This was primarily due to the leasing of space at higher rents that resulted in an increase in base rents of $40.8 million. In addition, increased rents from carts, kiosks, and other temporary tenants increased comparable rents by $8.2 million. Straight-line rents also increased by $12.9 million year over year.
Overage rents increased $19.6 million of which $16.1 million related to the Property Transactions, principally the Chelsea Acquisition. Comparable overage rents increased $3.5 million.
Tenant reimbursements, excluding Simon Business initiatives, increased $148.7 million. The Property Transactions accounted for $128.4 million, $98.3 million of which was due to the Chelsea Acquisition. The remainder of the increase of $20.3 million, or 2.8% was in comparable Properties and was due to inflationary increases in property operating expenses, resulting in higher reimbursements.
Management fees and other revenues increased $5.0 million primarily due to increased leasing and development support activities for new joint venture Properties.
Total other income, excluding consolidated Simon Brand and Simon Business initiatives, decreased $3.9 million. The aggregate decrease in other income included the following significant activity:
Consolidated revenues from Simon Brand and Simon Business initiatives increased $24.2 million to $155.8 million from $131.6 million. The increase in revenues is primarily due to:
The increased revenues from Simon Brand and Simon Business were offset by a $1.9 million increase in Simon Brand and Simon Business expenses that primarily resulted from increased gift card and other operating expenses, which are reported with property operating expenses in our consolidated statements of operations and comprehensive income.
Property operating expenses increased $68.5 million, $14.8 million of which was on comparable properties (representing an increase of 4.5%) and was principally as a result of inflationary increases. The remainder of the increase in property operating expenses was due to the effect of Property Transactions, principally the Chelsea Acquisition.
Depreciation and amortization expenses increased $247.6 million primarily due in large part to the net effect of the Property Transactions. The Chelsea Acquisition accounted for $191.1 million of the increase. Comparable properties depreciation and amortization increased $9.6 million, or 1.8%, due to the effect of our expansion and renovation activities.
Real estate taxes increased $49.2 million, due principally to the Property Transactions. The Chelsea Acquisition accounted for $32.3 million of the increase. The increase for the comparable properties was $9.2 million, or 4.0%.
Repairs and maintenance increased $16.8 million due principally to the Property Transactions. The Chelsea Acquisition accounted for $9.7 million of the increase. The comparable properties increased $4.5 million, or 5.4%.
Advertising and promotion expenses increased $24.3 million, of which $25.4 million was due to the Property Transactions, offset by a $1.1 million decrease on comparable properties.
Provision for credit losses decreased $8.8 million from the prior period due to a reduction of gross receivables, an overall improvement in quality of the receivables, and recoveries of amounts previously written off or provided for in prior periods.
Home office and regional costs increased $26.2 million due to the Property Transactions, primarily due to the Chelsea Acquisition and the additional costs of operating the Roseland, NJ offices, and incentive compensation arrangements.
Other expenses increased $18.1 million due to increases in ground rent expenses of $5.1 million and increases in professional fees and legal fees.
Interest expense increased $145.3 million due to the following:
Income from unconsolidated entities for 2005 was comparable to the results of our income from consolidated entities for 2004. This includes an increase in the aggregate operations of our joint venture Properties, as a result of our acquisition activity and redevelopment/expansion, offset by an increase in the amount of depreciation and amortization related to acquired properties, principally as a result of the Chelsea Acquisition. The total number of joint venture properties increased from 124 in 2004 to 126 in 2005.
We recorded a $0.8 million net loss on the sales of interests in unconsolidated entities in 2005 that included our share of the loss on the sale of Forum Entertainment Center of $13.7 million, offset by our share of the gain on the sale of Metrocenter of $11.8 million and a $1.3 million net gain on the sale of a property management entity acquired as part of the Rodamco acquisition in 2002.
The results of operations from discontinued operations includes the net operating results of properties sold, including the sale of underlying ground adjacent to the Riverway and O'Hare International Center properties. We believe these dispositions will not have a material adverse effect on our results of operations or liquidity.
In 2005, the gain on sale of discontinued operations of $146.9 million principally represents the net gain upon disposition of seven non-core Properties consisting of four regional malls, two office buildings, and one community/lifestyle center.
Finally, preferred unit distribution requirements increased $38.4 million due to the issuance of preferred units in conjunction with the Chelsea Acquisition.
Liquidity and Capital Resources
Because we generate revenues primarily from long-term leases, our financing strategy relies primarily on long-term fixed rate debt. We manage our floating rate debt to be at or below 15-25% of total outstanding indebtedness by setting interest rates for each financing or refinancing based on current market conditions. Because of attractive fixed-rate debt opportunities in the past three years, floatingFloating rate debt currently comprises approximately 6%19% of our total consolidated debt. We also enter into interest rate protection agreements as appropriate to assist in managing our interest rate risk. We derive most of our liquidity from leases that generate positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $1.5$1.9 billion during 2006.2007. In addition, our Credit Facility$3.5 billion credit facility provides an alternative source of liquidity as our cash needs vary from time to time.
Our balance of cash and cash equivalents increased $592.3decreased $427.4 million during 20062007 to $929.4$502.0 million as of December 31, 2006, principally as a result of excess proceeds resulting from the issuance of additional unsecured notes in December of 2006. The2007. December 31, 20062007 and 20052006 balances include $27.2$41.3 million and $42.3$27.2 million, respectively, related to our co-branded gift card programs, which we do not consider available for general working capital purposes.
On December 31, 2006,2007, our Credit Facilitycredit facility had available borrowing capacity of approximately $2.7$1.1 billion, net of outstanding borrowings of $305.1 million$2.4 billion and letters of credit of $20.0$28.2 million. During 2006,2007, the maximum amount outstanding under our Credit Facility was $2.0$2.6 billion and the weighted average amount outstanding was $1.1$1.4 billion. The weighted average interest rate was 4.80%5.31% for the year ended December 31, 2006.
On March 31, 2006, Standard & Poor's Rating Services raised its corporate credit rating for us to 'A-' from 'BBB+' which resulted in a decrease in the interest rate applicable to borrowings on our unsecured revolving $3 billion2007. The credit facility (the "Credit Facility") to 37.5 basis points over LIBOR from 42.5 basis points over LIBOR. The revision tois available through January 11, 2011, including a one-year extension at our rating also decreased the facility fee on our Credit Facility to 12.5 basis points from 15 basis points. On November 1, Moody's Investors Service raised our senior unsecured debt rating to A3.option.
We and/or Simon Property also have access to public equity and long term unsecured debt markets and access to private equity from institutional investors at the Propertyproperty level.
Acquisition of The Mills Corporation by SPG-FCM
On February 16, 2007, SPG-FCM, Ventures, LLC ("SPG-FCM"), a newly formed50/50 joint venture owned 50% by the Operating Partnershipbetween one of our affiliates and 50% by funds managedowned by Farallon Capital Management, L.L.C. ("Farallon"), entered into a definitive merger agreement with The Mills Corporation ("Mills") pursuant to which SPG-FCM will acquire all of the outstanding common stock of Mills for $25.25 per common share in cash. The total value of the transaction is approximately $1.64 billion for all of the outstanding common stockacquisition of Mills and common units of The Mills Limited Partnership ("Mills LP") not owned by Mills, and approximately $7.3 billion, including assumed debt and preferred stock.
The acquisition will beits interests in the 37 properties that remain at December 31, 2007 was completed through a cash tender offer and a subsequent merger transaction which concluded on April 3, 2007. As of December 31, 2007, we and Farallon had each funded $650.0 million into SPG-FCM to acquire all of the common stock of Mills. As part of the transaction, we also made loans to SPG-FCM and Mills that bear interest primarily at $25.25 per share for all outstanding sharesrates of LIBOR plus 270-275 basis points. These funds were used by SPG-FCM and Mills to repay loans and other obligations of Mills, commonincluding the redemption of preferred stock, which is expectedduring the year. As of December 31, 2007, the outstanding balance of our loan to concludeSPG-FCM was $548.0 million, and the average outstanding balance during the twelve month period ended December 31, 2007 of all loans made to SPG-FCM and Mills was approximately $993.3 million. During 2007, we recorded approximately $39.1 million in late March or early April 2007. If successful,interest income (net of inter-entity eliminations) related to these loans. We also recorded fee income, including fee income amortization related to up-front fees on loans made to SPG-FCM and Mills, during 2007 of approximately $17.4 million (net of inter-entity eliminations), for providing refinancing services to Mills' properties and SPG-FCM. The existing loan facility to SPG-FCM bears a rate of LIBOR plus 275 basis points and matures on June 7, 2009, with three available one-year extensions, subject to certain terms and conditions. Fees charged on loans made to SPG-FCM and Mills are amortized on a straight-line basis over the tender offer will be followed bylife of the loan.
As a mergerresult of the change in which all shares not acquired in the offer will be converted intocontrol of Mills, holders of Mills' Series F convertible cumulative redeemable preferred stock had the right to receiverequire the offer price. Completionrepurchase of their shares for cash equal to the liquidation preference per share plus accrued and unpaid dividends. During the second quarter of 2007, all of the tender offer is subject to the receipt of valid tenders of sufficient shares to result in ownership of a majorityholders of Mills' fully diluted common sharesSeries F preferred stock exercised this right, and Mills redeemed this series of preferred stock for approximately $333.2 million, including accrued dividends. Further, as of August 1, 2007, The Mills Corporation was liquidated and the satisfaction of other customary conditions. As part of the
merger following the successful completionholders of the tender offer,remaining series' of Mills LPpreferred stock were paid a liquidation preference of approximately $693.0 million, including accrued dividends.
During the third quarter of 2007, the holders of less than 5,000 common unitholders will receiveunits in the Mills' operating partnership ("Mills Units") received $25.25 per unit in cash, subject to certain qualified unitholders havingand those holding 5,000 or more Mills Units had the option to exchange theirfor cash of $25.25, or our units for limited partnership units of the Operating Partnership based uponon a fixed exchange ratio of a 0.211 Operating Partnershipfractional unit for each Mills Unit. That option expired on August 1, 2007. Holders electing to exchange received 66,036 of our units for each unit oftheir Mills LP.Units. The remaining Mills Units were exchanged for cash.
In connection with the proposed transaction,Effective July 1, 2007, we made a loan to Mills on February 16, 2007 to permit it to repay a loan facility provided by a previous bidder for Mills. The $1.188 billion loan to Mills carries a rate of LIBOR plus 270 basis points. The loan facility also permits Mills to borrow an additional $365 million on a revolving basis for working capital requirements and general corporate purposes. We or an affiliate of Mills will serveours began serving as the manager for substantially all or a portion of the 38 properties thatin which SPG-FCM will acquireholds an interest. In conjunction with the Mills acquisition, we acquired a majority interest in followingtwo properties in which we previously held a 50% ownership interest (Town Center at Cobb and Gwinnett Place) and as a result we have consolidated these two properties at the completiondate of acquisition.
The acquisition of Mills involved the tender offer.
We will be requiredpurchase of all Mills' outstanding shares of common stock and Mills Units for approximately $1.7 billion (at $25.25 per share or unit), the assumption of $954.9 million of preferred stock, the assumption of a proportionate share of property-level mortgage debt, SPG-FCM's share of which approximated $3.8 billion, the assumption of $1.2 billion in unsecured loans provided by us, costs to provide at least 50%effect the acquisition, and certain liabilities and contingencies, including an ongoing investigation by the Securities and Exchange Commission, for an aggregate purchase price of the funds necessary to complete the tender offer and any additional amounts required to completeapproximately $8 billion. SPG-FCM has completed its preliminary purchase price allocations for the acquisition of Mills. We have and intend to obtain all funds necessary to fulfill our equity requirement for SPG-FCM, as well as any funds that we have orThe valuations were developed with the assistance of a third-party professional appraisal firm. The preliminary allocations will providebe finalized within one year of the acquisition date in the form of loans to Mills, from available cash and the Credit Facility.accordance with applicable accounting standards.
Cash Flows
Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $1.5$1.9 billion during 2006.2007. We also received proceeds of $209.0$56.4 million from the sale of partnership interests and the salessale of assets during 2006.2007. In addition, we received net proceeds from all of our debt financing and repayment activities in 20062007 of $1.1$1.4 billion. These activities are further discussed below in "Financing and Debt". We also:
In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to stockholderspartners necessary to maintain Simon Property's REIT qualification for 2007 and on a long-term basis. In addition, we expect to be able to obtain capital for nonrecurring capital expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:
Financing and Debt
Unsecured Debt
Unsecured Notes. We have $1.0 billion$875 million of unsecured notes issued by a subsidiarysubsidiaries that are structurally senior in right of payment to holders of other unsecured notes to the extent of the assets and related cash flows of certain Properties.properties. These unsecured notes have a weighted average interest rate of 7.02%6.99% and weighted average maturities of 5.35.0 years.
On May 15, 2006, we sold two tranches of senior unsecured notes totaling $800 million at a weighted average fixed interest rate of 5.93%. The first tranche is $400.0 million at a fixed interest rate of 5.75% due May 1, 2012, and the second tranche is $400.0 million at a fixed interest rate of 6.10% due May 1, 2016. We used the proceeds of the offering and the termination of forward-starting interest rate swap arrangements to reduce borrowings on our Credit Facility.
On August 29, 2006, we sold two tranches of senior unsecured notes totaling $1.1 billion at a weighted average fixed interest rate of 5.73%. The first tranche is $600.0 million at a fixed interest rate of 5.60% due September 1, 2011, and the second tranche is $500.0 million at a fixed interest rate of 5.875% due March 1, 2017. We used proceeds from the offering to reduce borrowings on our Credit Facility.
On December 12, 2006, we sold two tranches of senior unsecured notes totaling $1.25 billion at a weighted average fixed interest rate of 5.13%. The first tranche is $600.0 million at a fixed interest rate of 5.00% due March 1, 2012, and the second tranche is $650.0 million at a fixed interest rate of 5.25% due December 1, 2016. We used proceeds from the offering to reduce borrowings on our Credit Facility and reinvested the remainder of the proceeds of approximately $577.4 million to be used for general working capital purposes.
Credit Facility. Other significantSignificant draws on our Credit Facilitycredit facility during the twelve-month period ended December 31, 20062007 were as follows:
Draw Date | Draw Amount | Use of Credit Line Proceeds | |||
---|---|---|---|---|---|
01/03/06 | $ | 59,075 | Repayment of a Term Loan (CPG Partners, L.P.), which had a rate of 7.26%. | ||
01/06/06 | 140,000 | Repayment of a mortgage, which had a rate of LIBOR plus 137.5 basis points. | |||
01/20/06 | 300,000 | Repayment of unsecured notes, which had a fixed rate of 7.375%. | |||
03/27/06 | 600,000 | Early repayment of the $1.8 billion facility we and Simon Property used to finance our acquisition of Chelsea in 2004. | |||
04/03/06 | 58,000 | Repayment of two secured mortgages which each bore interest at 8.25%. | |||
11/01/06 | 200,000 | Repayment of the preferred stock issued to fund the redemption of our Series F Preferred Stock. | |||
11/15/06 | 250,000 | Repayment of unsecured notes, which had a fixed rate of 6.875%. |
Draw Date | Draw Amount | Use of Credit Line Proceeds | |||
---|---|---|---|---|---|
02/16/07 | $ | 600,000 | Borrowing to partially fund a $1.187 billion loan to Mills. | ||
03/29/07 | 550,000 | Borrowing to fund our equity commitment for the Mills acquisition and to fund a loan to SPG-FCM. | |||
04/17/07 | 140,000 | Borrowing to fund a loan to SPG-FCM. | |||
06/28/07 | 181,000 | Borrowing to fund a loan to SPG-FCM. | |||
07/31/07 | 557,000 | Borrowing to fund a loan to SPG-FCM. | |||
08/23/07 | 105,000 | Borrowing to fund a property acquisition. | |||
09/20/07 | 180,000 | Borrowing to fund SPG Medium Term Note payoff. | |||
10/22/07 | 125,000 | Borrowing to fund repayment of an unsecured note of the former Chelsea Property Group, which had a fixed rate of 7.25%. | |||
11/01/07 | 90,000 | Borrowing to partially fund redemption of the Series L preferred stock. | |||
11/15/07 | 550,000 | Borrowing to partially fund repayment of unsecured notes, which had a fixed rate of 6.38%. |
Other amounts drawn on our Credit Facilitycredit facility during the period were primarily for general working capital purposes. We repaid a total of $2.8$2.6 billion on our Credit Facilitycredit facility during the year ended December 31, 2006.2007. The total outstanding balance onof our Credit Facilitycredit facility as of December 31, 2006,2007 was $305.1 million,$2.4 billion, and the maximum amount outstanding during the year was approximately $2.0$2.6 billion. During the year ended December 31, 2006,2007, the weighted average outstanding balance on our Credit Facility was approximately $1.1$1.4 billion. The amount outstanding as of December 31, 2007 includes $553.6 million in Euro and Yen-denominated borrowings.
Acquisition Facility. We and Simon Property borrowed $1.8 billion in 2004 to finance On October 4, 2007, we exercised the cash portion$500 million accordion feature of our acquisitioncredit facility, increasing the revolving borrowing capacity from $3.0 billion to $3.5 billion. The expanded capacity includes an increase of Chelsea. As disclosed above, this facility has been fully repaid.$125.0 million to $875.0 million in the multi-currency tranche for Euro, Yen and Sterling borrowings.
Secured Debt
Total secured indebtedness was $4.4$5.3 billion and $4.6$4.4 billion at December 31, 20062007 and 2005,2006, respectively. During the twelve-month period ended December 31, 2006,2007, we repaid $275.8$191.3 million in mortgage loans, unencumbering four properties.
As a result of the acquisition of the November 1, 2006 purchase of the remaining 50%Mills by SPG-FCM, we now hold a majority ownership interest in Mall of Georgia from our partner, we now own 100% of this Property,Gwinnet Place and Town Center at Cobb, and as a result they were consolidated it as of the acquisition date. This included the consolidation of two mortgages secured by Gwinnett Place of $35.6 million and $79.2 million at fixed rates of 7.54% and 7.25%, respectively and two mortgages secured by Town Center at Cobb of $45.4 million and $60.3 million at fixed rates of 7.54% and 7.25%, respectively. On May 23, 2007, we refinanced Gwinnett Place and Town Center at Cobb with $115.0 million and $280.0 mortgages at fixed rates of 5.68% and 5.74%, respectively.
We placed a $200.0 million fixed-rate mortgage on Independence Center, a regional mall, on July 10, 2007, which matures on July 10, 2017, and bears a rate of 5.94%.
As a result of the acquisition of Las Americas Premium Outlets on August 23, 2007, we assumed its $192.0$180.0 million 7.09% fixed-rate mortgage.mortgage that matures June 11, 2016 and bears a rate of 5.84%.
Summary of Financing
Our consolidated debt, adjusted to reflect outstanding derivative instruments and the effective weighted average interest rates for the years then ended consisted of the following (dollars in thousands):
Debt Subject to | Adjusted Balance as of December 31, 2006 | Effective Weighted Average Interest Rate | Adjusted Balance as of December 31, 2005 | Effective Weighted Average Interest Rate | Adjusted Balance as of December 31, 2007 | Effective Weighted Average Interest Rate | Adjusted Balance as of December 31, 2006 | Effective Weighted Average Interest Rate | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fixed Rate | $ | 14,548,226 | 6.02% | $ | 11,908,050 | 6.22% | $ | 14,056,008 | 5.88% | $ | 14,548,226 | 6.02% | ||||||||
Variable Rate | 846,263 | 5.01% | 2,198,067 | 4.95% | 3,162,666 | 4.73% | 846,263 | 5.01% | ||||||||||||
$ | 15,394,489 | 5.97% | $ | 14,106,117 | 6.02% | $ | 17,218,674 | 5.67% | $ | 15,394,489 | 5.97% | |||||||||
As of December 31, 2006,2007, we had interest rate cap protection agreements on $95.7$93.8 million of consolidated variable rate debt. We also hold $370.0 million of notional amount variable rate swap agreements that have a weighted average variable pay rate of 5.36%4.97% and a weighted average fixed receive rate of 3.72%. As of December 31, 20062007 and December 31, 2005,2006, these agreements effectively converted $370.0 million and $310.9 million of fixed rate debt to variable rate debt, respectively.debt. These were terminated in January 2008.
Contractual Obligations and Off-balance Sheet Arrangements: The following table summarizes the material aspects of our future obligations as of December 31, 20062007 (dollars in thousands):
| | 2007 | 2008 to 2009 | 2010 to 2012 | After 2012 | Total | | 2008 | 2009 to 2010 | 2011 to 2013 | After 2013 | Total | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Long Term Debt | Long Term Debt | Long Term Debt | ||||||||||||||||||||||||||||||
Consolidated (1) | $ | 1,683,966 | $ | 2,463,153 | $ | 6,117,971 | $ | 5,075,066 | $ | 15,340,156 | ||||||||||||||||||||||
Consolidated(1) | Consolidated(1) | $ | 809,667 | $ | 3,946,526 | $ | 7,186,347 | $ | 5,237,131 | $ | 17,179,671 | |||||||||||||||||||||
Pro Rata Share Of Long Term Debt: | Pro Rata Share Of Long Term Debt: | Pro Rata Share Of Long Term Debt: | ||||||||||||||||||||||||||||||
Consolidated (2) | $ | 1,644,109 | $ | 2,449,549 | $ | 6,067,580 | $ | 4,989,902 | $ | 15,151,140 | Consolidated(2) | $ | 806,968 | $ | 3,917,203 | $ | 7,050,818 | $ | 5,120,676 | $ | 16,895,665 | |||||||||||
Joint Ventures (2) | 208,137 | 500,399 | 1,496,570 | 1,267,911 | 3,473,017 | Joint Ventures(2) | 555,745 | 1,300,018 | 2,021,536 | 2,678,927 | 6,556,226 | |||||||||||||||||||||
Total Pro Rata Share Of Long Term Debt | Total Pro Rata Share Of Long Term Debt | 1,852,246 | 2,949,948 | 7,564,150 | 6,257,813 | 18,624,157 | Total Pro Rata Share Of Long Term Debt | 1,362,713 | 5,217,221 | 9,072,354 | 7,799,603 | 23,451,891 | ||||||||||||||||||||
Consolidated Capital Expenditure Commitments (3) | 718,187 | 161,448 | — | — | 879,635 | |||||||||||||||||||||||||||
Joint Venture Capital Expenditure Commitments (3) | 160,649 | 29,277 | — | — | 189,926 | |||||||||||||||||||||||||||
Consolidated Capital Expenditure Commitments(3) | Consolidated Capital Expenditure Commitments(3) | 699,110 | 142,596 | — | — | 841,706 | ||||||||||||||||||||||||||
Joint Venture Capital Expenditure Commitments(3) | Joint Venture Capital Expenditure Commitments(3) | 119,892 | 13,417 | — | — | 133,309 | ||||||||||||||||||||||||||
Consolidated Ground Lease Commitments(4) | Consolidated Ground Lease Commitments(4) | 16,790 | 33,999 | 50,309 | 688,868 | 789,966 | Consolidated Ground Lease Commitments(4) | 16,839 | 33,124 | 49,952 | 669,482 | 769,397 | ||||||||||||||||||||
Total | Total | $ | 2,747,872 | $ | 3,174,672 | $ | 7,614,459 | $ | 6,946,681 | $ | 20,483,684 | Total | $ | 2,198,554 | $ | 5,406,358 | $ | 9,122,306 | $ | 8,469,085 | $ | 25,196,303 | ||||||||||
Capital expenditure commitments presented in the table above represent new developments, redevelopments or renovation/expansions that we have committed to the completion of construction. The timing of these expenditures may vary due to delays in construction or acceleration of the opening date of a particular project. In addition, the amount includes our share of committed costs for joint venture developments.
Our off-balance sheet arrangements consist primarily of our investments in real estate joint ventures which are common in the real estate industry and are described in Note 7 of the notes to the accompanying financial statements. Joint venture debt is the liability of the joint venture, is typically secured by the joint venture Property,property, and is non-recourse to us. As of December 31, 2006,2007, we havehad loan guarantees and other guarantee obligations to support $43.6
$132.5 million and $19.0$50.3 million, respectively, to support our total $3.5$6.6 billion share of joint venture mortgage and other indebtedness presented in the table above.
Preferred Unit Activity
During 2006,2007, the holders of 230,486289,090 Series I Preferredpreferred units exercised their rights to exchange the preferred units for shares of Simon Property's Series I Preferred Stock, and 11,377preferred stock; we redeemed 5,000 units of Series I Preferredpreferred units were redeemed for cash. In addition, 42 unitholders converted 1,149,077cash; we issued 478,144 units of the 7% Cumulative Convertible Preferred Units into 869,574 units of the Operating Partnership. On October 4, 2006, we redeemed all 8,000,000 units of the 83/4% Series F Cumulative Redeemable Preferred Units held by Simon Property. The funds to effect this redemption were obtained from the issuance of a new series of preferred unit (Series K) to Simon Property, which was repurchased prior to year end. Asas a result of the conversion of 606,400 6% Convertible Perpetual Preferred Units; and we issued 121,727 units as a result of the conversion of 160,865 Series D preferred units. During the fourth quarter of 2007, we redeemed two series of preferred units held by Simon Property in connection with the redemption transaction, we recorded a $7.0 million charge to net income.of its 7.89% Series G Cumulative Redeemable Preferred Stock.
Acquisitions and Dispositions
Buy/sell provisions 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. Our partners in our joint venture properties may initiate these provisions at any time and if we determine it is in Simon Property's stockholders'our best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchases of the interests
without hindering our cash flows or liquidity, then we may elect to buy. Should we decide to sell any of our joint venture interests, we would expect to use the net proceeds from any such sale to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.
Acquisitions. The acquisition of high quality individual properties or portfolios of properties remainremains an integral component of our growth strategies.
On November 1, 2006,2007, we acquired an additional 6.5% interest in Montgomery Mall (which gives us a combined ownership interest of 60%). On August 23, 2007, we acquired Las Americas Premium Outlets, a 560,000 square foot upscale outlet center located at the San Diego — Tijuana border in Southern California. On July 13, 2007, we acquired an additional 1% interest in Bangor Mall (which gives us a combined ownership interest of 67.4%). On March 29, 2007, as part of the Mills acquisition, we acquired an additional 25% interest in two regional malls (Town Center at Cobb and Gwinnett Place), and as a result we now consolidate those properties. On March 28, 2007, we acquired a 100% interest in The Maine Outlet, a 112,000 square foot outlet center located in Kittery, Maine. The center is 99% occupied. Finally, on March 1, 2007, we acquired the remaining 50%40% interest in both University Park Mall of Georgia, a regional mall Property, from our partner for $252.6 million, including the assumption of our $96.0 million share of debt. Asand University Center located in Mishawaka, Indiana, and as a result we now own 100% of Mallthese properties. The aggregate purchase price of Georgiathe consolidated assets acquired during 2007, excluding Town Center and the property wasCobb and Gwinnett Place which were consolidated as a result of the Mills acquisition, date.was approximately $394.2 million, including the assumption of our share of debt of the properties acquired.
Dispositions. We continue to pursue the sale of Propertiesproperties that no longer meet our strategic criteria.criteria or that are not the primary retail venue within their trade area. In 2006,2007, we disposedsold the following wholly-owned properties: Alton Square a regional mall located in Alton, Illinois; Griffith Park Plaza, a community center located in Griffith, Indiana; University Mall, a regional mall located in Little Rock, Arkansas; Boardman Plaza, a community center located in Youngstown, Ohio; and Lafayette Square, a regional mall located in Indianapolis, Indiana. Our joint venture partnership, Simon Ivanhoe, sold its interest in five assets located in Poland, of three consolidated properties and one property in which we held a 50% interestinterest. As part of the sale, we received a distribution of proceeds from Simon Ivanhoe of $125.4 million, and accounted for underrecorded $90.6 million as our share of the equity method. Wegain.
In addition to the distribution from Simon Ivanhoe, we received net proceeds of $52.7$56.4 million andon the U.S. property dispositions. We recorded our share of a gainthe net loss on these dispositions of $35.2 million and presented it in the disposals totaling $12.2 million.consolidated statement operations as loss on sale of discontinued operations. We do not believe the sale of these properties will have a material impact on our future results of operations or cash flows. We believe the disposition of these properties will enhance the average overall quality of our Portfolio. In addition, we also received capital transaction proceeds related to a beneficial interest that we held during 2006 in a mall partnership, which resulted in an $86.5 million gain, terminating our beneficial interests in this entity.portfolio.
Development Activity
New U.S. Developments. The following describes certain of our new development projects, the estimated total cost, and our share of the estimated total cost and our share of the construction in progress balance as of December 31, 20062007 (dollars in millions):
Property | Location | Gross Leasable Area | Estimated Total Cost (a) | Our Share of Estimated Total Cost | Our Share of Construction in Progress | Estimated Opening Date | Location | Gross Leasable Area | Estimated Total Cost(a) | Our Share of Estimated Total Cost | Our Share of Construction in Progress | Estimated Opening Date | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Under Construction: | |||||||||||||||||||||||||||
Domain, The | Austin, TX | 700,000 | 195 | 195 | 140 | 1st Quarter 2007 | |||||||||||||||||||||
Hamilton Town Center | Noblesville, IN | 950,000 | 118 | 59 | 7 | 1st Quarter 2008 | Noblesville, IN | 950,000 | $ | 121 | $ | 60 | $ | 28 | 2nd Quarter 2008 | ||||||||||||
Palms Crossing | McAllen, TX | 385,000 | 65 | 65 | 22 | 4th Quarter 2007 | |||||||||||||||||||||
Philadelphia Premium Outlets | Limerick, PA | 430,000 | 114 | 114 | 34 | 4th Quarter 2007 | |||||||||||||||||||||
Houston Premium Outlets | Houston, TX | 427,000 | 96 | 96 | 91 | 1st Quarter 2008 | |||||||||||||||||||||
Jersey Shore Premium Outlets | Tinton Falls, NJ | 435,000 | 157 | 157 | 67 | 3rd Quarter 2008 | |||||||||||||||||||||
Pier Park | Panama City Beach, FL | 920,000 | 127 | 127 | 43 | 1st Quarter 2008 | Panama City Beach, FL | 920,000 | 143 | 143 | 95 | 2nd Quarter 2008 | |||||||||||||||
Village at SouthPark, The | Charlotte, NC | 81,000 | 26 | 26 | 15 | 1st Quarter 2007 |
We expect to fund these projects with available cash flow from operations, borrowings from our Credit Facility,credit facility, or project specific construction loans. We expect our share of total 20072008 new development costs for these and our other planned new development projects to be approximately $600$475 million.
Strategic Expansions and Renovations. In addition to new development, we also incur costs related to construction for significant renovation and/or expansion projects at our properties. Included in these projects are the renovation and addition of Crate & Barrel and Nordstrom at Burlington Mall, expansions and life-style additions at Lehigh Valley Mall, Smith HavenTacoma Mall and Town CenterUniversity Park Mall, Nordstrom additions at Boca Raton, a Neiman Marcus expansion at Lenox Square,Aventura Mall, Northshore Mall and Ross Park Mall, and addition of Phase II expansions at Las Vegas Premium Outlets, Orlando Premium Outlets, Philadelphia Premium Outlets, and St. Johns Town Center, and the acquisition and renovation of several anchor stores previously operated by Federated.Rio Grande Valley Premium Outlets.
We expect to fund these capital projects with available cash flow from operations, or borrowings from our Credit Facility.credit facility, or project specific loans. We expect to invest a total of approximately $675$525 million (our share) on expansion and renovation activities in 2007.2008.
Capital Expenditures on Consolidated Properties.
The following table summarizes total capital expenditures on consolidated Propertiesproperties on a cash basis:
| 2006 | 2005 | 2004 | 2007 | 2006 | 2005 | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
New Developments | $ | 317 | $ | 341 | $ | 215 | $ | 432 | $ | 317 | $ | 341 | ||||||
Renovations and Expansions | 307 | 252 | 244 | 349 | 307 | 252 | ||||||||||||
Tenant Allowances | 52 | 69 | 73 | 106 | 52 | 69 | ||||||||||||
Operational Capital Expenditures | 92 | 64 | 17 | 130 | 92 | 64 | ||||||||||||
Total | $ | 768 | $ | 726 | $ | 549 | $ | 1,017 | $ | 768 | $ | 726 | ||||||
International.International Development Activity. We typically reinvest net cash flow from our international investments 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 our European investments with Euro-denominated borrowings that act as a natural hedge against local currency fluctuations. This has also been the case with our Premium Outlet joint ventures in Japan and Mexico where we use Yen and Peso denominated financing.financing, respectively. We expect our share of international development for 20072008 to approximate $200 million.
Currently, our net income exposure to changes in the volatility of the Euro, Yen, Peso and other foreign currencies is not material. In addition, since cash flows from international operations are currently being reinvested in other development projects, we do not expect to repatriate foreign denominated earnings in the near term.
The carrying amount of our total combined investment in Simon Ivanhoe and Gallerie Commerciali Italia ("GCI"), as of December 31, 2006,2007, net of the related cumulative translation adjustment, was $338.1$289.5 million. Our investments in Simon Ivanhoe and GCI are accounted for using the equity method of accounting. Currently fourthree European developments are under construction which will add approximately 31.2 million square feet of GLA for a total net cost of approximately €571€272 million, of which our share is approximately €151€78 million, or $199$115 million based on current Euro:USD exchange rates.
On October 20, 2005, Ivanhoe Cambridge, Inc. ("Ivanhoe"), an affiliate of Caisse de dépôt et placement du Québec, effectively acquired our former partner's 39.5% ownership interest in Simon Ivanhoe. On February 13, 2006, we sold a 10.5% interest in this joint venture to Ivanhoe for €45.2 million, or $53.9 million and recorded a gain on the disposition of $34.4 million. This gain is reported in "gain on sales of interests in unconsolidated entities" in the 2006 consolidated statements of operations. We then settled all remaining share purchase commitments from the company's founders, including the early settlement of some commitments by purchasing an additional 25.8% interest for €55.1 million, or $65.5 million. TheAs a result of these transactions, equalized ourwe and Ivanhoe's ownershipIvanhoe each own a 50% interest in Simon Ivanhoe to 50% each.at December 31, 2006 and 2007.
As of December 31, 2006,2007, the carrying amount of our 40% joint venture investment in the fivesix Japanese Premium Outlet centers net of the related cumulative translation adjustment was $281.2$273.0 million. Currently, Kobe-SandaSendai-Izumi Premium Outlets, a 185,000172,000 square foot Premium Outlet Center, is under construction in Kobe,Sendai, Japan. The project's total projected net cost is JPY 5.95.4 billion, of which our share is approximately JPY 2.42.1 billion, or $19.8$19.1 million based on current Yen:USD exchange rates.
In addition to the developments in Europe and Japan, construction has begun on Yeoju Premium Outlets, a 253,000 square foot center near Seoul, South Korea. The project's total projected net cost is KRW 78.7 billion, of which our share is approximately KRW 39.1 billion, or approximately $42.6 million based on current KRW:USD exchange rates.
During 2006, we finalized the formation of joint venture arrangements to develop and operate shopping centers in China. The shopping centers will be anchored by Wal-Mart stores and will be throughwe own a 32.5% interest in the joint venture entities, and a 32.5% ownership in a joint venture entity,the management operation overseeing these projects, collectively referred to as Great Mall Investments, Ltd. ("GMI"). We are planning on initially developing five centers in China, fourall of which are under construction as of December 31, 2006.2007. Our total equity commitment for these centers approximates $60 million and as of December 31, 2006,2007, our combined investment in GMI is approximately $15.9$32.1 million.
Distributions and Stock Repurchase Program
On February 2, 2007,1, 2008, Simon Property's Board of Directors ("Board") approved ana 7.1% increase in theits annual dividend rate to $3.60 per share. The distribution rate by 10.5%on our units is equal to the dividend rate on Simon Property's common stock. Distributions during 2007 aggregated $3.36 per unit. Distributionsunit and distributions during 2006 aggregated $3.04 per unit and distributions during 2005 aggregated $2.80 per unit. We are required tomust pay a minimum levelamount of distributions to maintain Simon Property's status as a REIT. Our distributions typically exceed our net income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Future distributions will be determined by the Simon Property Board of Directors based on actual results of operations, cash available for distributions, and what may be required to maintain Simon Property's status as a REIT.
On July 26, 2007, Simon Property's Board of Directors authorized a stock repurchase program under which Simon Property may purchase up to $1.0 billion of its common stock over the next twenty-four months as market conditions warrant. Simon Property may repurchase the shares in the open market or in privately negotiated transactions. During 2007, Simon Property repurchased 572,000 shares at an average price of $86.11 per share as part of this program. The program had remaining availability of approximately $950.7 million at December 31, 2007. As Simon Property repurchases shares under this program, we repurchase an equal number of our units from Simon Property.
Forward-Looking Statements
Certain statements made in this section or elsewhere in this report 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 our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: our ability to meet debt service requirements, the availability and terms of financing, changes in our credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities,
international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. We discuss these and other risks and uncertainties under the heading "Risk Factors" in our most recent Annual Report on Form 10-K. We may update that discussion in subsequent Quarterly Reports on Form 10-Q, but otherwise 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.
Item 7A. Qualitative and Quantitative Disclosure About Market Risk
Please refer to the Management's Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 under the caption Liquidity and Capital Resources.
Item 8. Financial Statements and Supplementary Data
Reference is made to the Index to Financial Statements contained in Item 15.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. We carried out an evaluation under the supervision and with participation of management, including ourSimon Property's chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of December 31, 2006.2007.
Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the fourth quarter of 20062007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting. We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, ourSimon Property's Board of Directors, principal executive and principal financial officers and effected by Simon Property'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 generally accepted accounting principles and includes those policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of December 31, 2006.2007. 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.
Based on ourthat assessment, we believe that, as of December 31, 2006,2007, our internal control over financial reporting is effective based on those criteria.
Our independent registered public accounting firm has issued an audit report on ourtheir assessment of our internal control over financial reporting. Their report is included within Item 9A of this Form 10-K.
Report Of Independent Registered Public Accounting Firm
The Board of Directors of Simon Property Group, Inc.
and The Partners of
Simon Property, Group, L.P.:
We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, included within Item 9A of this Form 10-K, that Simon Property Group, L.P. and Subsidiaries maintained effectiveSubsidiaries' internal control over financial reporting as of December 31, 2006,2007 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Simon Property Group, L.P. and Subsidiaries' management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting.reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Partnership's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment,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.
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.
In our opinion, management's assessment that Simon Property Group, L.P. and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Simon Property Group, L.P. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006,2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Simon Property Group, L.P. and Subsidiaries as of December 31, 20062007 and 2005,2006, and the related consolidated statements of operations and comprehensive income, partners' equity and cash flows for each of the three years in the period ended December 31, 20062007 of Simon Property Group, L.P. and Subsidiaries, and the financial statement schedule listed in the Index at Item 15, and our report dated March 14, 200712, 2008 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP | ||
Indianapolis, Indiana March 12, 2008 |
Item 9B. Other Information
Indianapolis, IndianaMarch 14, 2007 None.
None.
Item 10. Directors, Executive Officers and Corporate Governance
We are a limited partnership and Simon Property is our sole general partner. We do not have any directors or executive officers or any equity securities registered under the Securities Exchange Act of 1934, as amended.1934. Comparable information for Simon Property can be found in its periodic reports and proxy statements it files with the Securities and Exchange Commission.
Item 11. Executive Compensation
We are a limited partnership and Simon Property is our sole general partner. We do not have any directors or executive officers or any equity securities registered under the Securities Exchange Act of 1934, as amended.1934. Comparable information for Simon Property can be found in its periodic reports and proxy statements it files with the Securities and Exchange Commission.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We are a limited partnership and Simon Property is our sole general partner. We do not have any directors or executive officers or any equity securities registered under the Securities Exchange Act of 1934, as amended.1934. Comparable information for Simon Property can be found in its periodic reports and proxy statements it files with the Securities and Exchange Commission.
Item 13. Certain Relationships and Related Transactions and Director Independence
We are a limited partnership and Simon Property is our sole general partner. We do not have any directors or executive officers or any equity securities registered under the Securities Exchange Act of 1934, as amended.1934. Comparable information for Simon Property can be found in its periodic reports and proxy statements it files with the Securities and Exchange Commission.
Item 14. Principal Accountant Fees and Services
The Audit Committee of Simon Property's Board of Directors pre-approves all audit and permissible non-audit services to be provided by Ernst & Young LLP, our 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 our independent registered public accounting firm. 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, 2007 and 2006, and 2005, respectively:
| 2006 | 2005 | 2007 | 2006 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Audit Fees (1) | $ | 2,362,400 | $ | 2,797,000 | $ | 2,981,600 | $ | 2,362,400 | ||||
Audit-Related Fees (2) | 3,834,400 | 3,575,450 | 8,085,232 | 3,834,400 | ||||||||
Tax Fees | 105,600 | 58,520 | 1,440,800 | 105,600 | ||||||||
All other Fees | — | — | ||||||||||
All Other Fees | — | — |
to our investment in SPG-FCM Ventures, LLC (a 50% owned joint venture entity which acquired The Mills Corporation) which are not recurring in nature. Our share of all Audit-Related Fees for the year ended 2007 and 2006 are approximately 43% and 66%, respectively. The year over year decline in the Company's percentage share of these costs is primarily attributable to our investment in SPG-FCM Ventures, LLC and the fact that some of the underlying assets in which SPG-FCM Ventures, LLC has an interest are also owned, in part, by other joint venture partners who bear a share of these costs.
Item 15. Exhibits and Financial Statement Schedules
| | Page No. | ||
---|---|---|---|---|
(1) | Financial Statements | |||
Report of Independent Registered Public Accounting Firm | 75 | |||
Consolidated Balance Sheets as of December 31, | ||||
Consolidated Statements of Operations for the years ended December 31, 2007, 2006 | ||||
Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 | ||||
Consolidated Statements of Partners' Equity for the years ended December 31, 2007, 2006 | ||||
Notes to Financial Statements | 80 | |||
(2) | Financial Statement Schedule | |||
Simon Property Group, L.P. Schedule | 115 | |||
Notes to Schedule III | 122 | |||
(3) | Exhibits | |||
The Exhibit Index attached hereto is hereby incorporated by reference to this Item | 123 |
Report Of Independent Registered Public Accounting Firm
The Board of Directors of
Simon Property Group, Inc.
and The Partners of Simon Property Group, L.P.:
We have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. and Subsidiaries as of December 31, 20062007 and 2005,2006, and the related consolidated statements of operations and comprehensive income, partners' equity and cash flows for each of the three years in the period ended December 31, 2006.2007. Our auditsaudit also included the financial statement schedule listed in the Index at Item 15. These financial statements are the responsibility of Simon Property Group, L.P. and Subsidiaries'the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Simon Property Group, L.P. and Subsidiaries at December 31, 20062007 and 2005,2006, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2006,2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the base financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Simon Property Group, L.P. and Subsidiaries' internal control over financial reporting as of December 31, 2006,2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2007,12, 2008, expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP
Indianapolis, IndianaMarch 14, 2007
/s/ ERNST & YOUNG LLP | ||
Indianapolis, Indiana March 12, 2008 |
Simon Property Group, L.P. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except unit amounts)
| | December 31, 2006 | December 31, 2005 | | December 31, 2007 | December 31, 2006 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS: | ASSETS: | ASSETS: | ||||||||||||||
Investment properties, at cost | $ | 24,415,025 | $ | 22,863,963 | ||||||||||||
Investment properties, at cost | $ | 22,863,963 | $ | 21,745,309 | Less — accumulated depreciation | 5,312,095 | 4,606,130 | |||||||||
Less — accumulated depreciation | 4,606,130 | 3,809,293 | ||||||||||||||
19,102,930 | 18,257,833 | |||||||||||||||
18,257,833 | 17,936,016 | Cash and cash equivalents | 501,982 | 929,360 | ||||||||||||
Cash and cash equivalents | 929,360 | 337,048 | Tenant receivables and accrued revenue, net | 447,224 | 380,128 | |||||||||||
Tenant receivables and accrued revenue, net | 380,128 | 357,079 | Investment in unconsolidated entities, at equity | 1,886,891 | 1,526,235 | |||||||||||
Investment in unconsolidated entities, at equity | 1,526,235 | 1,562,595 | Deferred costs and other assets | 1,118,635 | 990,899 | |||||||||||
Deferred costs and other assets | 990,899 | 938,301 | Note receivable from related party | 548,000 | — | |||||||||||
Total assets | $ | 22,084,455 | $ | 21,131,039 | Total assets | $ | 23,605,662 | $ | 22,084,455 | |||||||
LIABILITIES: | LIABILITIES: | LIABILITIES: | ||||||||||||||
Mortgages and other indebtedness | $ | 15,394,489 | $ | 14,106,117 | Mortgages and other indebtedness | $ | 17,218,674 | $ | 15,394,489 | |||||||
Accounts payable, accrued expenses, intangibles, and deferred revenue | 1,109,190 | 1,092,334 | Accounts payable, accrued expenses, intangibles, and deferred revenue | 1,251,044 | 1,109,190 | |||||||||||
Cash distributions and losses in partnerships and joint ventures, at equity | 227,588 | 194,476 | Cash distributions and losses in partnerships and joint ventures, at equity | 352,798 | 227,588 | |||||||||||
Other liabilities, minority interest, and accrued distributions | 178,250 | 163,524 | Other liabilities, minority interest, and accrued distributions | 180,644 | 178,250 | |||||||||||
Total liabilities | 16,909,517 | 15,556,451 | Total liabilities | 19,003,160 | 16,909,517 | |||||||||||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES | ||||||||||||||
7.75%/8.00% Cumulative Redeemable Preferred Units, 850,698 units issued and outstanding, respectively, at liquidation value | 7.75%/8.00% Cumulative Redeemable Preferred Units, 850,698 units issued and outstanding, respectively, at liquidation value | 85,070 | 85,070 | 7.75%/8.00% Cumulative Redeemable Preferred Units, 850,698 units issued and outstanding, respectively, at liquidation value | 85,070 | 85,070 | ||||||||||
PARTNERS' EQUITY: | PARTNERS' EQUITY: | PARTNERS' EQUITY: | ||||||||||||||
Preferred units, 23,456,495 and 32,900,856 units outstanding, respectively. Liquidation values $1,151,325 and $1,398,263, respectively | 1,157,010 | 1,396,679 | Preferred units, 19,611,057 and 23,456,495 units outstanding, respectively. Liquidation values $962,737 and $1,151,325, respectively | 969,251 | 1,157,010 | |||||||||||
General Partner, 221,431,071 and 220,361,581 units outstanding, respectively | 3,095,022 | 3,227,274 | General Partner, 223,034,282 and 221,431,071 units outstanding, respectively | 2,816,775 | 3,095,022 | |||||||||||
Limited Partners, 59,113,438 and 58,522,624 units outstanding, respectively | 837,836 | 865,565 | Limited Partners, 57,913,250 and 59,113,438 units outstanding, respectively | 731,406 | 837,836 | |||||||||||
Total partners' equity | 5,089,868 | 5,489,518 | Total partners' equity | 4,517,432 | 5,089,868 | |||||||||||
Total liabilities and partners' equity | $ | 22,084,455 | $ | 21,131,039 | Total liabilities and partners' equity | $ | 23,605,662 | $ | 22,084,455 | |||||||
The accompanying notes are an integral part of these statements.
Simon Property Group, L.P. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
(Dollars in thousands, except per unit amounts)
| | For the Year Ended December 31, | | For the Year Ended December 31, | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2006 | 2005 | 2004 | | 2007 | 2006 | 2005 | ||||||||||||||||
REVENUE: | REVENUE: | REVENUE: | ||||||||||||||||||||||
Minimum rent | $ | 2,020,856 | $ | 1,937,657 | $ | 1,528,669 | Minimum rent | $ | 2,154,713 | $ | 2,020,856 | $ | 1,937,657 | |||||||||||
Overage rent | 95,767 | 85,536 | 65,906 | Overage rent | 110,003 | 95,767 | 85,536 | |||||||||||||||||
Tenant reimbursements | 946,554 | 896,901 | 741,653 | Tenant reimbursements | 1,023,164 | 946,554 | 896,901 | |||||||||||||||||
Management fees and other revenues | 82,288 | 77,766 | 72,737 | Management fees and other revenues | 113,740 | 82,288 | 77,766 | |||||||||||||||||
Other income | 186,689 | 168,993 | 158,809 | Other income | 249,179 | 186,689 | 168,993 | |||||||||||||||||
Total revenue | 3,332,154 | 3,166,853 | 2,567,774 | Total revenue | 3,650,799 | 3,332,154 | 3,166,853 | |||||||||||||||||
EXPENSES: | EXPENSES: | EXPENSES: | ||||||||||||||||||||||
Property operating | 441,203 | 421,576 | 353,051 | Property operating | 454,510 | 441,203 | 421,576 | |||||||||||||||||
Depreciation and amortization | 856,202 | 849,911 | 602,275 | Depreciation and amortization | 905,636 | 856,202 | 849,911 | |||||||||||||||||
Real estate taxes | 300,174 | 291,113 | 241,923 | Real estate taxes | 313,311 | 300,174 | 291,113 | |||||||||||||||||
Repairs and maintenance | 105,983 | 105,489 | 88,713 | Repairs and maintenance | 120,224 | 105,983 | 105,489 | |||||||||||||||||
Advertising and promotion | 88,480 | 92,377 | 68,074 | Advertising and promotion | 94,340 | 88,480 | 92,377 | |||||||||||||||||
Provision for credit losses | 9,500 | 8,127 | 16,902 | Provision for credit losses | 9,562 | 9,500 | 8,127 | |||||||||||||||||
Home and regional office costs | 129,334 | 117,374 | 91,178 | Home and regional office costs | 136,610 | 129,334 | 117,374 | |||||||||||||||||
General and administrative | 16,652 | 17,701 | 16,776 | General and administrative | 19,587 | 16,652 | 17,701 | |||||||||||||||||
Other | 64,397 | 57,762 | 39,627 | Other | 61,954 | 64,397 | 57,762 | |||||||||||||||||
Total operating expenses | 2,011,925 | 1,961,430 | 1,518,519 | Total operating expenses | 2,115,734 | 2,011,925 | 1,961,430 | |||||||||||||||||
OPERATING INCOME | OPERATING INCOME | 1,320,229 | 1,205,423 | 1,049,255 | OPERATING INCOME | 1,535,065 | 1,320,229 | 1,205,423 | ||||||||||||||||
Interest expense | Interest expense | (821,858 | ) | (799,092 | ) | (653,793 | ) | Interest expense | (945,852 | ) | (821,858 | ) | (799,092 | ) | ||||||||||
Minority interest in income of consolidated entities | Minority interest in income of consolidated entities | (11,524 | ) | (13,743 | ) | (9,687 | ) | Minority interest in income of consolidated entities | (13,936 | ) | (11,524 | ) | (13,743 | ) | ||||||||||
Income tax expense of taxable REIT subsidiaries | (11,370 | ) | (16,229 | ) | (11,770 | ) | ||||||||||||||||||
Income from unconsolidated entities and beneficial interests, net | 110,819 | 81,807 | 81,113 | |||||||||||||||||||||
Income tax benefit (expense) of taxable REIT subsidiaries | Income tax benefit (expense) of taxable REIT subsidiaries | 11,322 | (11,370 | ) | (16,229 | ) | ||||||||||||||||||
Income from unconsolidated entities | Income from unconsolidated entities | 38,120 | 110,819 | 81,807 | ||||||||||||||||||||
Impairment charge | Impairment charge | (55,061 | ) | — | — | |||||||||||||||||||
Gain (loss) on sales of assets and interests in unconsolidated entities, net | Gain (loss) on sales of assets and interests in unconsolidated entities, net | 132,787 | (838 | ) | (760 | ) | Gain (loss) on sales of assets and interests in unconsolidated entities, net | 92,044 | 132,787 | (838 | ) | |||||||||||||
Income from continuing operations | 719,083 | 457,328 | 454,358 | Income from continuing operations | 661,702 | 719,083 | 457,328 | |||||||||||||||||
Results of operations from discontinued operations | Results of operations from discontinued operations | 418 | 8,242 | (9,829 | ) | Results of operations from discontinued operations | (117 | ) | 418 | 8,242 | ||||||||||||||
Gain (loss) on disposal or sale of discontinued operations, net | 84 | 146,945 | (252 | ) | ||||||||||||||||||||
Gain on disposal or sale of discontinued operations, net | Gain on disposal or sale of discontinued operations, net | (35,252 | ) | 84 | 146,945 | |||||||||||||||||||
NET INCOME | NET INCOME | 719,585 | 612,515 | 444,277 | NET INCOME | 626,333 | 719,585 | 612,515 | ||||||||||||||||
Preferred unit requirement | Preferred unit requirement | (104,674 | ) | (101,934 | ) | (63,566 | ) | Preferred unit requirement | (76,655 | ) | (104,674 | ) | (101,934 | ) | ||||||||||
NET INCOME AVAILABLE TO UNITHOLDERS | NET INCOME AVAILABLE TO UNITHOLDERS | $ | 614,911 | $ | 510,581 | $ | 380,711 | NET INCOME AVAILABLE TO UNITHOLDERS | $ | 549,678 | $ | 614,911 | $ | 510,581 | ||||||||||
NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO: | ||||||||||||||||||||||||
NET INCOME AVAILABLE TO UNITHOLDERS | NET INCOME AVAILABLE TO UNITHOLDERS | |||||||||||||||||||||||
ATTRIBUTABLE TO: | ||||||||||||||||||||||||
General Partner | $ | 486,145 | $ | 401,895 | $ | 295,954 | General Partner | $ | 436,164 | $ | 486,145 | $ | 401,895 | |||||||||||
Limited Partners | 128,766 | 108,686 | 84,757 | Limited Partners | 113,514 | 128,766 | 108,686 | |||||||||||||||||
Net income | $ | 614,911 | $ | 510,581 | $ | 380,711 | Net income | $ | 549,678 | $ | 614,911 | $ | 510,581 | |||||||||||
BASIC EARNINGS PER UNIT | BASIC EARNINGS PER UNIT | BASIC EARNINGS PER UNIT | ||||||||||||||||||||||
Income from continuing operations | $ | 2.20 | $ | 1.27 | $ | 1.47 | Income from continuing operations | $ | 2.09 | $ | 2.20 | $ | 1.27 | |||||||||||
Discontinued operations | — | 0.55 | (0.04 | ) | Discontinued operations | (0.13 | ) | — | 0.55 | |||||||||||||||
Net Income | $ | 2.20 | $ | 1.82 | $ | 1.43 | Net Income | $ | 1.96 | $ | 2.20 | $ | 1.82 | |||||||||||
DILUTED EARNINGS PER UNIT | DILUTED EARNINGS PER UNIT | DILUTED EARNINGS PER UNIT | ||||||||||||||||||||||
Income from continuing operations | $ | 2.19 | $ | 1.27 | $ | 1.47 | Income from continuing operations | $ | 2.08 | $ | 2.19 | $ | 1.27 | |||||||||||
Discontinued operations | — | 0.55 | (0.04 | ) | Discontinued operations | (0.13 | ) | -- | 0.55 | |||||||||||||||
Net Income | $ | 2.19 | $ | 1.82 | $ | 1.43 | Net Income | $ | 1.95 | $ | 2.19 | $ | 1.82 | |||||||||||
Net income | $ | 719,585 | $ | 612,515 | $ | 444,277 | ||||||||||||||||||
Unrealized gain on interest rate hedges | 6,518 | 3,619 | 5,410 | |||||||||||||||||||||
Net income on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense | 2,263 | (1,814 | ) | (4,548 | ) | |||||||||||||||||||
Currency translation adjustments | 1,706 | (9,400 | ) | 3,970 | ||||||||||||||||||||
Other income (loss) | 1,404 | (1,015 | ) | (463 | ) | |||||||||||||||||||
Net income | $ | 626,333 | $ | 719,585 | $ | 612,515 | ||||||||||||||||||
Comprehensive Income | $ | 731,476 | $ | 603,905 | $ | 448,646 | ||||||||||||||||||
Unrealized (loss) gain on interest rate hedges | (10,760 | ) | 6,518 | 3,619 | ||||||||||||||||||||
Net income (loss) on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense | 902 | 2,263 | (1,814 | ) | ||||||||||||||||||||
Currency translation adjustments | 6,297 | 1,706 | (9,400 | ) | ||||||||||||||||||||
Other income (loss) | 2,020 | 1,404 | (1,015 | ) | ||||||||||||||||||||
Comprehensive Income | $ | 624,792 | $ | 731,476 | $ | 603,905 | ||||||||||||||||||
The accompanying notes are an integral part of these statements.
Simon Property Group, L.P. and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
| | For the Year Ended December 31, | | For the Year Ended December 31, | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2006 | 2005 | 2004 | | 2007 | 2006 | 2005 | ||||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | CASH FLOWS FROM OPERATING ACTIVITIES: | CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||||||||||||
Net income | $ | 719,585 | $ | 612,515 | $ | 444,277 | Net income | $ | 626,333 | $ | 719,585 | $ | 612,515 | |||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities — | Adjustments to reconcile net income to net cash provided by operating activities — | |||||||||||||||||||||||||||
Depreciation and amortization | 812,718 | 818,468 | 615,902 | Depreciation and amortization | 875,284 | 812,718 | 818,468 | |||||||||||||||||||||
Impairment on Investment Properties | - | - | 18,000 | (Gain) loss on sales of assets and interests in unconsolidated entities | (92,044 | ) | (132,787 | ) | 838 | |||||||||||||||||||
(Gain) loss on sales of assets and interests in unconsolidated entities | (132,787 | ) | 838 | 760 | Impairment charge | 55,061 | — | — | ||||||||||||||||||||
(Gain) loss on disposal or sale of discontinued operations, net | (84 | ) | (146,945 | ) | 252 | (Gain) loss on disposal or sale of discontinued operations, net | 35,252 | (84 | ) | (146,945 | ) | |||||||||||||||||
Straight-line rent | (17,020 | ) | (21,682 | ) | (8,981 | ) | Straight-line rent | (20,907 | ) | (17,020 | ) | (21,682 | ) | |||||||||||||||
Minority interest | 11,524 | 13,743 | 9,687 | Minority interest | 13,936 | 11,524 | 13,743 | |||||||||||||||||||||
Minority interest distributions | (37,200 | ) | (24,770 | ) | (20,426 | ) | Minority interest distributions | (91,032 | ) | (37,200 | ) | (24,770 | ) | |||||||||||||||
Equity in income of unconsolidated entities | (110,819 | ) | (81,807 | ) | (81,113 | ) | Equity in income of unconsolidated entities | (38,120 | ) | (110,819 | ) | (81,807 | ) | |||||||||||||||
Distributions of income from unconsolidated entities | 94,605 | 106,954 | 97,666 | Distributions of income from unconsolidated entities | 101,998 | 94,605 | 106,954 | |||||||||||||||||||||
Changes in assets and liabilities — | Changes in assets and liabilities — | |||||||||||||||||||||||||||
Tenant receivables and accrued revenue, net | (3,799 | ) | 22,803 | (34,900 | ) | Tenant receivables and accrued revenue, net | (40,976 | ) | (3,799 | ) | 22,803 | |||||||||||||||||
Deferred costs and other assets | (132,570 | ) | (38,417 | ) | (59,037 | ) | Deferred costs and other assets | (82,793 | ) | (132,570 | ) | (38,417 | ) | |||||||||||||||
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities | 69,214 | (91,329 | ) | 97,005 | Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities | 113,753 | 69,214 | (91,329 | ) | |||||||||||||||||||
Net cash provided by operating activities | 1,273,367 | 1,170,371 | 1,079,092 | Net cash provided by operating activities | 1,455,745 | 1,273,367 | 1,170,371 | |||||||||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | CASH FLOWS FROM INVESTING ACTIVITIES: | CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||||||||||||
Acquisitions | (158,394 | ) | (37,505 | ) | (2,359,056 | ) | Acquisitions | (263,098 | ) | (158,394 | ) | (37,505 | ) | |||||||||||||||
Capital expenditures, net | (767,710 | ) | (726,386 | ) | (546,149 | ) | Funding of loans to related parties | (2,752,400 | ) | — | — | |||||||||||||||||
Cash from acquisitions | — | — | 51,189 | Repayments of loans from related parties | 2,204,400 | — | — | |||||||||||||||||||||
Cash impact from the consolidation and de-consolidation of properties | 8,762 | (8,951 | ) | 2,507 | Capital expenditures, net | (1,017,472 | ) | (767,710 | ) | (726,386 | ) | |||||||||||||||||
Net proceeds from sale of partnership interest, other assets and discontinued operations | 209,039 | 384,104 | 51,271 | Cash impact from the consolidation and de-consolidation of properties | 6,117 | 8,762 | (8,951 | ) | ||||||||||||||||||||
Investments in unconsolidated entities | (157,309 | ) | (76,710 | ) | (84,876 | ) | Net proceeds from sale of partnership interest, other assets and discontinued operations | 56,374 | 209,039 | 384,104 | ||||||||||||||||||
Distributions of capital from unconsolidated entities and other | 263,761 | 413,542 | 142,572 | Investments in unconsolidated entities | (687,327 | ) | (157,309 | ) | (76,710 | ) | ||||||||||||||||||
Distributions of capital from unconsolidated entities and other | 416,485 | 263,761 | 413,542 | |||||||||||||||||||||||||
Net cash used in investing activities | (601,851 | ) | (51,906 | ) | (2,742,542 | ) | ||||||||||||||||||||||
Net cash used in investing activities | (2,036,921 | ) | (601,851 | ) | (51,906 | ) | ||||||||||||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | CASH FLOWS FROM FINANCING ACTIVITIES: | CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||||||||||||
Partnership contributions and issuance of units | 217,237 | 13,811 | 5,756 | Partnership contributions and issuance of units | 156,710 | 217,237 | 13,811 | |||||||||||||||||||||
Purchase of preferred units, partnership units, and treasury units | (16,150 | ) | (193,837 | ) | (40,195 | ) | Purchase of preferred units and partnership units | (83,993 | ) | (16,150 | ) | (193,837 | ) | |||||||||||||||
Preferred Unit redemptions | (393,558 | ) | (579 | ) | (59,681 | ) | Preferred unit redemptions | (300,468 | ) | (393,558 | ) | (579 | ) | |||||||||||||||
Minority interest contributions | 2,023 | - | 464 | Minority interest contributions | 2,903 | 2,023 | — | |||||||||||||||||||||
Partnership distributions | (954,159 | ) | (885,351 | ) | (741,354 | ) | Partnership distributions | (1,020,674 | ) | (954,159 | ) | (885,351 | ) | |||||||||||||||
Mortgage and other indebtedness proceeds, net of transaction costs | 5,507,735 | 3,962,778 | 5,710,886 | Mortgage and other indebtedness proceeds, net of transaction costs | 5,577,083 | 5,507,735 | 3,962,778 | |||||||||||||||||||||
Mortgage and other indebtedness principal payments | (4,442,332 | ) | (4,197,795 | ) | (3,221,906 | ) | Mortgage and other indebtedness principal payments | (4,177,763 | ) | (4,442,332 | ) | (4,197,795 | ) | |||||||||||||||
Net cash used in financing activities | (79,204 | ) | (1,300,973 | ) | 1,653,970 | Net cash provided by (used in) financing activities | 153,798 | (79,204 | ) | (1,300,973 | ) | |||||||||||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 592,312 | (182,508 | ) | (9,480 | ) | |||||||||||||||||||||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (427,378 | ) | 592,312 | (182,508 | ) | ||||||||||||||||||||||
CASH AND CASH EQUIVALENTS, beginning of year | CASH AND CASH EQUIVALENTS, beginning of year | 337,048 | 519,556 | 529,036 | CASH AND CASH EQUIVALENTS, beginning of year | 929,360 | 337,048 | 519,556 | ||||||||||||||||||||
CASH AND CASH EQUIVALENTS, end of year | CASH AND CASH EQUIVALENTS, end of year | $ | 929,360 | $ | 337,048 | $ | 519,556 | CASH AND CASH EQUIVALENTS, end of year | $ | 501,982 | $ | 929,360 | $ | 337,048 | ||||||||||||||
The accompanying notes are an integral part of these statements.
Simon Property Group, L.P. and Subsidiaries
Consolidated Statements of Partners' Equity
(Dollars in thousands)
| Preferred Units | Simon Property (Managing General Partner) | Limited Partners | Note Receivable from Simon Property | Total Partners' Equity | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at December 31, 2003 | $ | 543,444 | $ | 2,885,085 | $ | 876,627 | $ | (91,163 | ) | $ | 4,213,993 | ||||||||||||||||||||||
General partner contributions (392,943 units) | 10,654 | 10,654 | |||||||||||||||||||||||||||||||
Repurchase of Series H Variable Rate Preferred Units (78,012 units) | (1,950 | ) | (1,950 | ) | |||||||||||||||||||||||||||||
Limited Partner common units issued (120,671 units) | 6,000 | 6,000 | |||||||||||||||||||||||||||||||
Issuance of 7.5% Cumulative Redeemable Preferred Units (4,277 units) | 428 | 428 | |||||||||||||||||||||||||||||||
Issuance of limited partner Common Units in the Chelsea acquisition (4,652,232 units) | 263,223 | 263,223 | |||||||||||||||||||||||||||||||
Issuance of Common Units in the Chelsea acquisition (12,978,795 units) | 733,172 | 733,172 | |||||||||||||||||||||||||||||||
Issuance of Series I Convertible Perpetual Preferred Units (18,015,506 units) | 900,776 | 900,776 | |||||||||||||||||||||||||||||||
Issuance of Series J Preferred Units in the Chelsea acquisition (796,948 units) | 39,847 | 39,847 | |||||||||||||||||||||||||||||||
Accretion of preferred units | 406 | 406 | |||||||||||||||||||||||||||||||
Series C Preferred units (1,061,580 units) converted to common units (803,341 units) | (29,724 | ) | 29,724 | — | |||||||||||||||||||||||||||||
Series C Preferred units (9,876 units) converted to limited partner common units (7,473 units) | (277 | ) | 277 | — | |||||||||||||||||||||||||||||
Series D Preferred units repurchased (1,156,039 units) | (34,681 | ) | (34,681 | ) | |||||||||||||||||||||||||||||
Series E Preferred unit redemption (1,000,000 units) | (25,000 | ) | (25,000 | ) | |||||||||||||||||||||||||||||
Limited partner units converted to common units (4,194,117 units) | 73,726 | (73,726 | ) | — | |||||||||||||||||||||||||||||
Treasury Unit purchase (317,300 units) | (20,400 | ) | (20,400 | ) | |||||||||||||||||||||||||||||
Stock incentive program (365,602 units, net) | (33 | ) | (33 | ) | |||||||||||||||||||||||||||||
Amortization of stock incentive | 11,935 | 11,935 | |||||||||||||||||||||||||||||||
Common Units retired (93,000) | (5,385 | ) | (5,385 | ) | |||||||||||||||||||||||||||||
Other (includes 234,740 limited partner units converted to cash and payments on note) | 26 | (17,846 | ) | 2,359 | (15,461 | ) | |||||||||||||||||||||||||||
Adjustment to limited partners' interest from increased ownership in the Operating Partnership | 9,016 | (7,777 | ) | 1,239 | |||||||||||||||||||||||||||||
Distributions | (63,566 | ) | (532,164 | ) | (151,809 | ) | (747,539 | ) | |||||||||||||||||||||||||
Net income | 63,566 | 295,954 | 84,757 | 444,277 | |||||||||||||||||||||||||||||
Other comprehensive income | 3,779 | 590 | 4,369 | ||||||||||||||||||||||||||||||
| Preferred Units | Simon Property (Managing General Partner) | Limited Partners | Note Receivable from Simon Property | Total Partners' Equity | ||||||||||||||||||||||||||||
Balance at December 31, 2004 | $ | 1,393,269 | $ | 3,495,089 | $ | 980,316 | $ | (88,804 | ) | $ | 5,779,870 | Balance at December 31, 2004 | $ | 1,393,269 | $ | 3,495,089 | $ | 980,316 | $ | (88,804 | ) | $ | 5,779,870 | ||||||||||
General partner contributions (206,464 units) | 6,184 | 6,184 | General partner contributions (206,464 units) | 6,184 | 6,184 | ||||||||||||||||||||||||||||
Series J Preferred Stock premium net of amortization | 7,171 | 7,171 | |||||||||||||||||||||||||||||||
Series J Preferred Stock Premium and Amortization | Series J Preferred Stock Premium and Amortization | 7,171 | 7,171 | ||||||||||||||||||||||||||||||
Accretion of preferred units | 306 | 306 | Accretion of preferred units | 306 | 306 | ||||||||||||||||||||||||||||
Series C Preferred units (118,679 units) converted to limited partner common units (89,805 units) | (3,324 | ) | 3,324 | — | Series C Preferred units (118,679 units) converted to limited partner common units (89,805 units) | (3,324 | ) | 3,324 | — | ||||||||||||||||||||||||
Series D Preferred units redeemed (19,287 units) | (578 | ) | (578 | ) | Series D Preferred units redeemed (19,287 units) | (578 | ) | (578 | ) | ||||||||||||||||||||||||
Series I Preferred units redeemed (3,300 units) | (165 | ) | (165 | ) | Series I Preferred units redeemed (3,300 units) | (165 | ) | (165 | ) | ||||||||||||||||||||||||
Limited partner units converted to common units (2,282,808 units) | 37,381 | (37,381 | ) | — | Limited partner units converted to common units (2,282,808 units) | 37,381 | (37,381 | ) | — | ||||||||||||||||||||||||
Treasury Unit purchase (2,815,400 units) | (182,408 | ) | (182,408 | ) | |||||||||||||||||||||||||||||
Treasury Unit Purchase (2,815,400 units) | Treasury Unit Purchase (2,815,400 units) | (182,408 | ) | (182,408 | ) | ||||||||||||||||||||||||||||
Stock incentive program (400,541 units, net) | — | — | Stock incentive program (400,541 units, net) | — | — | ||||||||||||||||||||||||||||
Amortization of stock incentive | 14,320 | 14,320 | Amortization of stock incentive | 14,320 | 14,320 | ||||||||||||||||||||||||||||
Merger of SPG Realty Consultants LP into SPG LP | 15,231 | 4,245 | 19,476 | Merger of SPG Realty Consultants LP into SPG LP | 15,231 | 4,245 | 19,476 | ||||||||||||||||||||||||||
Common Units retired (18,000) | (1,107 | ) | (1,107 | ) | |||||||||||||||||||||||||||||
Common Units Retired (18,000) | Common Units Retired (18,000) | (1,107 | ) | (1,107 | ) | ||||||||||||||||||||||||||||
Other (includes 160,992 limited partner units converted to cash) | 505 | (11,267 | ) | (10,762 | ) | Other (includes 160,992 limited partner units converted to cash) | 505 | (11,267 | ) | (10,762 | ) | ||||||||||||||||||||||
Adjustment to limited partners' interest from increased ownership in the Operating Partnership | 24,603 | (24,603 | ) | 0 | |||||||||||||||||||||||||||||
Adjustment to limited partners' interest from increased ownership in the Operating Partnership | 24,603 | (24,603 | ) | — | |||||||||||||||||||||||||||||
Assignment of economic interest in Ocean County (1,602,821 units) | 39,289 | 10,953 | 88,804 | 139,046 | Assignment of economic interest in Ocean County (1,602,821 units) | 39,289 | 10,953 | 88,804 | 139,046 | ||||||||||||||||||||||||
Distributions | (101,934 | ) | (617,136 | ) | (166,670 | ) | (885,740 | ) | Distributions | (101,934 | ) | (617,136 | ) | (166,670 | ) | (885,740 | ) | ||||||||||||||||
Net income | 101,934 | 401,895 | 108,686 | 612,515 | Net income | 101,934 | 401,895 | 108,686 | 612,515 | ||||||||||||||||||||||||
Other comprehensive income | (6,572 | ) | (2,038 | ) | (8,610 | ) | Other comprehensive income | (6,572 | ) | (2,038 | ) | (8,610 | ) | ||||||||||||||||||||
Balance at December 31, 2005 | $ | 1,396,679 | $ | 3,227,274 | $ | 865,565 | $ | — | $ | 5,489,518 | Balance at December 31, 2005 | $ | 1,396,679 | $ | 3,227,274 | $ | 865,565 | — | $ | 5,489,518 | |||||||||||||
General partner contributions (414,659 units) | 14,906 | 14,906 | General partner contributions (414,659 units) | 14,906 | 14,906 | ||||||||||||||||||||||||||||
Series J Preferred Stock premium and amortization | (329 | ) | (329 | ) | |||||||||||||||||||||||||||||
Series J Preferred Stock Premium and Amortization | Series J Preferred Stock Premium and Amortization | (329 | ) | (329 | ) | ||||||||||||||||||||||||||||
Accretion of preferred units | 587 | 587 | Accretion of preferred units | 587 | 587 | ||||||||||||||||||||||||||||
Series C Preferred units (1,149,077 units) converted to limited partner common units (869,552 units) | (32,174 | ) | 32,174 | — | Series C Preferred units (1,149,077 units) converted to limited partner common units (869,552 units) | (32,174 | ) | 32,174 | — | ||||||||||||||||||||||||
Series I Preferred units redeemed (11,377 units) | (569 | ) | (569 | ) | Series I Preferred units redeemed (11,377 units) | (569 | ) | (569 | ) | ||||||||||||||||||||||||
Series I Preferred units (283,907 units) converted to common units (222,933 units) | (14,195 | ) | 14,195 | — | Series I Preferred units (283,907 units) converted to common units (222,933 units) | (14,195 | ) | 14,195 | — | ||||||||||||||||||||||||
Limited partner units converted to common units (86,800 units) | 1,247 | (1,247 | ) | — | Limited partner units converted to common units (86,800 units) | 1,247 | (1,247 | ) | — | ||||||||||||||||||||||||
Series F Preferred Unit redemption (8,000,000 units) | (192,989 | ) | (192,989 | ) | |||||||||||||||||||||||||||||
Series K Preferred Unit issuance (8,000,000 units) | 200,000 | 200,000 | |||||||||||||||||||||||||||||||
Series K Preferred Unit redemption (8,000,000 units) | (200,000 | ) | (200,000 | ) | |||||||||||||||||||||||||||||
Series F Preferred Stock redemption (8,000,000 units) | Series F Preferred Stock redemption (8,000,000 units) | (192,989 | ) | (192,989 | ) | ||||||||||||||||||||||||||||
Series K Preferred Stock issuance (8,000,000 units) | Series K Preferred Stock issuance (8,000,000 units) | 200,000 | 200,000 | ||||||||||||||||||||||||||||||
Series K Preferred Stock redemption (8,000,000 units) | Series K Preferred Stock redemption (8,000,000 units) | (200,000 | ) | (200,000 | ) | ||||||||||||||||||||||||||||
Stock incentive program (415,098 units, net) | — | — | Stock incentive program (415,098 units, net) | — | — | ||||||||||||||||||||||||||||
Amortization of stock incentive | 23,369 | 23,369 | Amortization of stock incentive | 23,369 | 23,369 | ||||||||||||||||||||||||||||
Common Units retired (70,000) | (6,405 | ) | (6,405 | ) | |||||||||||||||||||||||||||||
Common Units Retired (70,000) | Common Units Retired (70,000) | (6,405 | ) | (6,405 | ) | ||||||||||||||||||||||||||||
Other (includes 191,938 limited partner units converted to cash) | 608 | (16,145 | ) | (15,537 | ) | Other (includes 191,938 limited partner units converted to cash) | 608 | (16,145 | ) | (15,537 | ) | ||||||||||||||||||||||
Adjustment to limited partners' interest from increased ownership in the Operating Partnership | (3,951 | ) | 3,951 | 0 | |||||||||||||||||||||||||||||
Adjustment to limited partners' interest from increased ownership in the Operating Partnership | (3,951 | ) | 3,951 | — | |||||||||||||||||||||||||||||
Distributions | (104,674 | ) | (671,812 | ) | (177,673 | ) | (954,159 | ) | Distributions | (104,674 | ) | (671,812 | ) | (177,673 | ) | (954,159 | ) | ||||||||||||||||
Net income | 104,674 | 486,145 | 128,766 | 719,585 | Net income | 104,674 | 486,145 | 128,766 | 719,585 | ||||||||||||||||||||||||
Other comprehensive income | 9,446 | 2,445 | 11,891 | Other comprehensive income | 9,446 | 2,445 | 11,891 | ||||||||||||||||||||||||||
Balance at December 31, 2006 | $ | 1,157,010 | $ | 3,095,022 | $ | 837,836 | $ | — | $ | 5,089,868 | Balance at December 31, 2006 | $ | 1,157,010 | $ | 3,095,022 | $ | 837,836 | — | $ | 5,089,868 | |||||||||||||
General partner contributions (231,025 units) | General partner contributions (231,025 units) | 7,604 | 7,604 | ||||||||||||||||||||||||||||||
Series J Preferred Stock Premium and Amortization | Series J Preferred Stock Premium and Amortization | (328 | ) | (328 | ) | ||||||||||||||||||||||||||||
Accretion of preferred units | Accretion of preferred units | 1,157 | 1,157 | ||||||||||||||||||||||||||||||
Issuance of 147,241 limited partner common units for the purchase of Maine Premium Outlets | Issuance of 147,241 limited partner common units for the purchase of Maine Premium Outlets | 16,362 | 16,362 | ||||||||||||||||||||||||||||||
Issuance of 67,309 limited partner common units to the Mills Limited Partners | Issuance of 67,309 limited partner common units to the Mills Limited Partners | 8,055 | 8,055 | ||||||||||||||||||||||||||||||
Series C Preferred units (160,865 units) converted to limited partner common units (121,727 units) | Series C Preferred units (160,865 units) converted to limited partner common units (121,727 units) | (4,504 | ) | 4,504 | — | ||||||||||||||||||||||||||||
Series D Preferred units redeemed (7,266 units) | Series D Preferred units redeemed (7,266 units) | (218 | ) | (218 | ) | ||||||||||||||||||||||||||||
Series I Preferred units redeemed (5,000 units) | Series I Preferred units redeemed (5,000 units) | (250 | ) | (250 | ) | ||||||||||||||||||||||||||||
Series I Preferred units (65,907 units) converted to common units (51,987 units) | Series I Preferred units (65,907 units) converted to common units (51,987 units) | (3,296 | ) | 3,296 | — | ||||||||||||||||||||||||||||
Series I Preferred units (606,400 units) converted to limited partner common units (478,144 units) | Series I Preferred units (606,400 units) converted to limited partner common units (478,144 units) | (30,320 | ) | 30,320 | — | ||||||||||||||||||||||||||||
Limited partner units converted to common units (1,692,474 units) | Limited partner units converted to common units (1,692,474 units) | 22,781 | (22,781 | ) | — | ||||||||||||||||||||||||||||
Series G Preferred Stock redemption (3,000,000 units) | Series G Preferred Stock redemption (3,000,000 units) | (150,000 | ) | (150,000 | ) | ||||||||||||||||||||||||||||
Series L Preferred Stock issuance (6,000,000 units) | Series L Preferred Stock issuance (6,000,000 units) | 150,000 | 150,000 | ||||||||||||||||||||||||||||||
Series L Preferred Stock redemption (6,000,000 units) | Series L Preferred Stock redemption (6,000,000 units) | (150,000 | ) | (150,000 | ) | ||||||||||||||||||||||||||||
Treasury Unit Purchase (572,000 units) | Treasury Unit Purchase (572,000 units) | (49,269 | ) | (49,269 | ) | ||||||||||||||||||||||||||||
Stock incentive program (222,725 units, net) | Stock incentive program (222,725 units, net) | — | — | ||||||||||||||||||||||||||||||
Amortization of stock incentive | Amortization of stock incentive | 26,779 | 26,779 | ||||||||||||||||||||||||||||||
Common Units Retired (23,000) | Common Units Retired (23,000) | (2,291 | ) | (2,291 | ) | ||||||||||||||||||||||||||||
Other (includes 322,135 limited partner units converted to cash) | Other (includes 322,135 limited partner units converted to cash) | 571 | (34,726 | ) | (34,155 | ) | |||||||||||||||||||||||||||
Adjustment to limited partners' interest from increased ownership in the Operating Partnership | 26,466 | (26,466 | ) | — | |||||||||||||||||||||||||||||
Distributions | Distributions | (76,655 | ) | (749,196 | ) | (194,823 | ) | (1,020,674 | ) | ||||||||||||||||||||||||
Net income | Net income | 76,655 | 436,164 | 113,514 | 626,333 | ||||||||||||||||||||||||||||
Other comprehensive income | Other comprehensive income | (1,152 | ) | (389 | ) | (1,541 | ) | ||||||||||||||||||||||||||
Balance at December 31, 2007 | Balance at December 31, 2007 | $ | 969,251 | $ | 2,816,775 | $ | 731,406 | — | $ | 4,517,432 | |||||||||||||||||||||||
The accompanying notes are an integral part of these statements.
Simon Property Group, L.P. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except unit and per unit amounts and where indicated as in millions or billions)
1. Organization
Simon Property Group, L.P. is a Delaware limited partnership and a majority ownedthe majority-owned subsidiary of Simon Property Group, Inc. In these notes to consolidated financial statements, the terms "Operating Partnership", "we", "us" and "our" refer to Simon Property Group, L.P., and its subsidiaries and the term "Simon Property" refers specifically to Simon Property Group, Inc. Simon Property is a self-administered and self-managed real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to our partnership agreement, we are required to pay all expenses of Simon Property.
We are engaged primarily in the ownership, development,own, develop, and management ofmanage retail real estate, which consist primarily of regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle centers. As of December 31, 2006,2007, we owned or held an interest in 286320 income-producing properties in the United States, which consisted of 171168 regional malls, 6967 community/lifestyle centers, 3638 Premium Outlet centers, 37 properties acquired in the Mills acquisition, and 10 other shopping centers or outlet centers in 3841 states and Puerto Rico (collectively,Rico. Of the "Properties",37 Mills properties acquired, 17 of these are The Mills, 16 are regional malls, and individually, a "Property").four are community centers. We also own interests in fivefour parcels of land held in the United States for future development (together with the Properties, the "Portfolio"). In the United States, we have five new properties currently under development aggregating approximately 3.5 million square feet which will open during 2007 or early 2008.development. Internationally, we have ownership interests in 5351 European shopping centers (France, Italy, and Poland); fivesix Premium Outlet centers in Japan; one Premium Outlet center in Mexico, and one Premium Outlet center in Mexico. We also have begun construction on a Premium Outlet center in South Korea and,Korea. Also, through a joint venture arrangement we have ownership interests in fourfive shopping centers under construction in China.
We generate the majority of our revenues from leases with retail tenants including:
We also generategrow by generating supplemental revenues due to our size and tenant relationships from:from the following activities:
Structural Simplification
On January 1, 2005, we simplified our organizational structure by merging SPG Realty Consultants, L.P. ("SPG Realty"), a subsidiary of Simon Property, into the Operating Partnership. SPG Realty was the Operating Partnership's paired-unit affiliate that resulted from the business combination with Corporate Property Investors, Inc. The accompanying statement of partners' equity for the year ended December 31, 2005, reflects the additional partner's equity as a result of this merger.
2. Basis of Presentation and Consolidation
The accompanying consolidated financial statements include the accounts of the Operating Partnership and itsall majority-owned subsidiaries, and all significant intercompany amounts have been eliminated.
We consolidate Propertiesproperties that are wholly owned or Propertiesproperties that we own less than 100% but we control. Control of a Propertyproperty is demonstrated by, among other factors, our ability to:
We also consolidate all variable interest entities when we are determined to be the primary beneficiary.
The deficit minority interest balances included in deferred costs and other assets in the accompanying consolidated balance sheets represent outside partners' interests in the net equity of certain properties. We record
deficit minority interests when a joint venture agreement provides for the settlement of deficit capital accounts before distributing the proceeds from the sale of joint venture assets or the joint venture partner is obligated to make additional contributions to the extent of any capital account deficits and has the ability to fund such additional contributions.
Investments in partnerships and joint ventures represent noncontrolling ownership interests in Properties.properties. We account for these investments 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, and cash contributions and distributions. 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.
As of December 31, 2006, of our 345 properties2007, we consolidated 199198 wholly-owned properties and consolidated 19 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 127162 properties using the equity method of accounting (joint venture properties). We manage the day-to-day operations of 5893 of the 127162 joint venture properties but have determined that our partner or partners have substantive participating rights in regards to the assets and operations of these joint venture properties. Additionally, we account for our investment in SPG-FCM Ventures, LLC ("SPG-FCM"), which acquired The Mills Corporation and its majority-owned subsidiary, The Mills Limited Partnership (collectively "Mills") in April 2007, using the equity method of accounting. We have determined that SPG-FCM is not a variable interest entity (VIE) and that Farallon Capital Management, L.L.C. ("Farallon"), our joint venture partner, has substantive participating rights with respect to the assets and operations of SPG-FCM pursuant to the applicable partnership agreements.
We allocate our net operating results after preferred distributions based on our partners' respective ownership.
In addition, Simon Property owns certainseries of our preferred units.units that have terms comparable to outstanding shares of Simon Property preferred stock. Simon Property's weighted average ownership interest in the Operating Partnershipus was as follows:
| For the Year Ended December 31, | ||||||
---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2004 | ||||
Weighted average ownership interest | 79.1 | % | 78.7 | % | 77.7 | % |
| For the Year Ended December 31, | ||||||
---|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | ||||
Weighted average ownership interest | 79.4 | % | 79.1 | % | 78.7 | % |
As of December 31, 20062007 and 2005,2006, Simon Property's ownership interest was 78.9%79.4% and 79.0%78.9%, respectively. We adjust the limited partners' interest at the end of each period to reflect their ownership interest.
Preferred distributions in the accompanying statements of operations and cash flows represent distributions on outstanding preferred units of limited partnership interest.
3. Summary of Significant Accounting Policies
Investment Properties
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 related to construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extend the useful life, increase capacity, or improve 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, | ||||||||
---|---|---|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | ||||||
Capitalized interest | $ | 35,793 | $ | 30,115 | $ | 14,433 |
We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 40 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We record depreciation on tenant allowances, tenant inducements 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 whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in cash flows, occupancy and comparable sales per square foot at the property. We recognize an impairment of investment property when the estimated undiscounted operating income before depreciation and amortization 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 its estimated fair value. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values.
Certain of our real estate assets contain asbestos. The asbestos is appropriately contained, in accordance with current environmental regulations, and we have no current plans to remove the asbestos. If these properties were demolished, certain environmental regulations are in place which specify the manner in which the asbestos must be handled and disposed. Because the obligation to remove the asbestos has an indeterminable settlement date, we are not able to reasonably estimate the fair value of this asset retirement obligation.
Purchase Accounting Allocation
We allocate the purchase price of acquisitions to the various components of the acquisition based upon the relative value of each component in accordance with SFAS No. 141 "Business Combinations" (SFAS 141). These components typically include buildings, land and intangibles related to in-place leases and we estimate:
Amounts allocated to building are depreciated over the estimated remaining life of the acquired building or related improvements. We amortize amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases, either on a specific lease methodology for a portfolio acquisition or an average of total property leases methodology, generally applied for a single property acquisition, depending on the availability of estimates by lease.leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related leases or intangibles. Any remaining amount of value will be allocated to in-place leases, as deemed appropriate under the circumstances.
Discontinued Operations
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144") provides a framework for the evaluation of impairment of long-lived assets, the treatment of assets held for sale or to be otherwise disposed of, and the reporting of discontinued operations. SFAS No. 144 requires us to reclassify any material operations related to consolidated properties sold during the period to discontinued operations. We have reclassified the results of operations of the seven regional malls, community/lifestyle centers, and office building properties disposed during 2005, and five properties sold during 2004, as described in Note 4 to discontinued operations in the accompanying consolidated statements of operations and comprehensive income for 2005 and 2004.2005. Revenues included in discontinued operations were $29.3 million for the year ended December 31, 2005 and $62.7 million for the year ended December 31, 2004.2005. There were no discontinued operations reported in 2006 as assets sold in 2006 were not material.material to our consolidated financial statements. During 2007, we reported the loss upon sale on our five consolidated assets sold in "loss on sale of discontinued operations" in the consolidated statements of operations and comprehensive income. The operating results of the assets disposed of in 2007 were not significant to our consolidated results of operations.
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 market value. Cash equivalents generally
consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements, and money markets. During 2005, independent banks assumed responsibility for the gift card programs. We collect gift card funds at the point of sale and then remit those funds to the banks for further processing. As a result, cash and cash equivalents, as of December 31, 2007 and 2006, includes a balance of $41.3 million and $27.2 million, respectively, related to these gift card programs which we do not consider available for general working capital purposes. See Notes 4, 8, and 10 for disclosures about non-cash investing and financing transactions.
Marketable Securities
Marketable securities consist primarily of the assets of our insurance subsidiaries and are included in deferred costs and other assets. The types of securities typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market prices or using discounted cash flows when quoted market prices are not available. The amortized cost of debt securities in this category 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 until the gain or loss is realized and recorded in other income. However, if we determine a decline in value is other than temporary, then we recognize the unrealized loss in income to write down the investments to their net realizable value. Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to their securities may be limited.
Accounting for Beneficial Interests in Mall of America
In January 2006, an entity controlled by the Simon family assigned to us its right to receive cash flow, capital distributions, and related profits and losses with respect to a portion of its ownership interest in the Mall of America through Mall of America Associates ("MOAA"). This beneficial interest was transferred subject to a credit facility repayable from MOAA's distributions from the property. As a result of this assignment, we began recognizing our share of MOAA's income during the first quarter of 2006, including the proportionate share of earnings of MOAA since August 2004 through the first quarter of 2006 of $10.2 million. This income is included with "income from unconsolidated entities and beneficial interests, net"entities" in our consolidated statement of operations. We accounted for our beneficial interests in MOAA under the equity method of accounting. On November 2, 2006, the Simon family entity sold its partnership
interest to an affiliate of another partner in MOAA and settled all pending litigation, disclosed in Note 8, terminating our beneficial interests. As a result of this sale, we ceased recording income from this property's operations, and recorded a gain of approximately $86.5 million as a result of the receipt of $102.2 million of capital transaction proceeds assigned to us from this arrangement.arrangement which is included in "gain (loss) on sale of assets and interests in unconsolidated entities, net" in the consolidated statements of operations and comprehensive income.
Use of Estimates
We prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States ("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.
Capitalized Interest
We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose. The amount of interest capitalized during each year is as follows:
| For the Year Ended December 31, | ||||||||
---|---|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2004 | ||||||
Capitalized interest | $ | 30,115 | $ | 14,433 | $ | 14,612 |
Segment Disclosure
The Financial Accounting Standards Board (the "FASB") Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("Statement 131") requires disclosure of certain operating and financial data with respect to separate business activities within an enterprise. Our primary business is the ownership, development, and management of retail real estate. We have aggregated our retail operations, including regional malls, Premium Outlet centers, The Mills, and community/lifestyle centers, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of tenants. Further, all material operations are within the United States and no customer or tenant comprises more than 10% of consolidated revenues.
Deferred Costs and Other Assets
Deferred costs and other assets include the following as of December 31:
| 2006 | 2005 | 2007 | 2006 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Deferred financing and lease costs, net | $ | 204,645 | $ | 183,249 | $ | 221,433 | $ | 204,645 | ||||
In-place lease intangibles, net | 93,563 | 127,590 | 66,426 | 93,563 | ||||||||
Fair market value of acquired above market lease intangibles, net | 70,623 | 96,090 | ||||||||||
Acquired above market lease intangibles, net | 49,741 | 70,623 | ||||||||||
Marketable securities of our captive insurance companies | 103,605 | 98,024 | 116,260 | 103,605 | ||||||||
Goodwill | 20,098 | 20,098 | 20,098 | 20,098 | ||||||||
Minority interests | 81,282 | 62,373 | 163,196 | 81,282 | ||||||||
Prepaids, notes receivable and other assets, net | 417,083 | 350,877 | 481,481 | 417,083 | ||||||||
$ | 990,899 | $ | 938,301 | $ | 1,118,635 | $ | 990,899 | |||||
Deferred Financing and Lease Costs. Our deferred costs consist primarily of financing fees we incurred in order to obtain long-term financing and internal and external leasing commissions and related costs. We record amortization of deferred financing costs on a straight-line basis over the terms of the respective loans or agreements. Our deferred leasing costs consist primarily of 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. We amortize debt premiums and discounts, which are included in mortgages and other indebtedness, over the remaining terms of the related debt instruments. These debt premiums or discounts arise either at the debt issuance or as part of the
purchase price allocation of the fair value of debt assumed in acquisitions. Details of these deferred costs as of December 31 are as follows:
| 2006 | 2005 | 2007 | 2006 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Deferred financing and lease costs | $ | 340,427 | $ | 337,919 | $ | 401,153 | $ | 340,427 | ||||||
Accumulated amortization | (135,782 | ) | (154,670 | ) | (179,720 | ) | (135,782 | ) | ||||||
Deferred financing and lease costs, net | $ | 204,645 | $ | 183,249 | $ | 221,433 | $ | 204,645 | ||||||
The accompanying statements of operations and comprehensive income includes amortization as follows:
| For the Year Ended December 31, | For the Year ended December 31, | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2004 | 2007 | 2006 | 2005 | ||||||||||||||
Amortization of deferred financing costs | $ | 18,716 | $ | 22,063 | $ | 17,188 | $ | 15,467 | $ | 18,716 | $ | 22,063 | ||||||||
Amortization of debt premiums net of discounts | (28,163 | ) | (26,349 | ) | (8,401 | ) | (23,000 | ) | (28,163 | ) | (26,349 | ) | ||||||||
Amortization of deferred leasing costs | 22,259 | 20,606 | 19,209 | 26,033 | 22,259 | 20,606 |
We report amortization of deferred financing costs, amortization of premiums, and accretion of discounts as part of interest expense. Amortization of deferred leasing costs are a component of depreciation and amortization expense.
Intangible Assets. The average life of the in-place lease intangibles is approximately 6.55.5 years and is amortized over the remaining life of the leases of the related property on the 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 are amortized into revenue over the remaining lease life as a component of reported minimum rents. The weighted average remaining life of these intangibles approximates 4.53.5 years. The unamortized amounts of below market leases are included in accounts payable, accrued expenses, intangibles and deferred revenues on the consolidated balance sheets and are $186.6$146.7 million and $261.9$186.6 million as of December 31, 20062007 and 2005,2006, respectively. The amount of amortization of above and below market leases, net for the year ended December 31, 2007, 2006, and 2005 and 2004 was $44.6 million, $53.3 million, $48.0 million, and $22.4$48.0 million, respectively.
Details of intangible assets as of December 31 are as follows:
| 2006 | 2005 | 2007 | 2006 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
In-place lease intangibles | $ | 183,544 | $ | 183,544 | $ | 190,151 | $ | 183,544 | ||||||
Accumulated amortization | (89,981 | ) | (55,954 | ) | (123,725 | ) | (89,981 | ) | ||||||
In-place lease intangibles, net | $ | 93,563 | $ | 127,590 | $ | 66,426 | $ | 93,563 | ||||||
Fair market value of acquired above market lease intangibles | $ | 144,224 | $ | 144,224 | ||||||||||
Acquired above market lease intangibles | $ | 144,224 | $ | 144,224 | ||||||||||
Accumulated amortization | (73,601 | ) | (48,134 | ) | (94,483 | ) | (73,601 | ) | ||||||
Fair market value of acquired above market lease intangibles, net | $ | 70,623 | $ | 96,090 | ||||||||||
Acquired above market lease intangibles, net | $ | 49,741 | $ | 70,623 | ||||||||||
Estimated future amortization, and the increasing (decreasing) effect on minimum rents for our above and below market leases recorded as of December 31, 20062007 are as follows:
| Below Market Leases | Above Market Leases | Increase to Minimum Rent, Net | Below Market Leases | Above Market Leases | Increase to Minimum Rent, Net | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2007 | $ | 63,760 | $ | (20,881 | ) | $ | 42,879 | |||||||||||
2008 | 44,617 | (16,929 | ) | 27,688 | $ | 49,269 | $ | (16,929 | ) | $ | 32,340 | |||||||
2009 | 29,907 | (13,388 | ) | 16,519 | 34,537 | (13,388 | ) | 21,149 | ||||||||||
2010 | 18,681 | (6,958 | ) | 11,723 | 23,287 | (6,958 | ) | 16,329 | ||||||||||
2011 | 12,628 | (4,909 | ) | 7,719 | 17,190 | (4,909 | ) | 12,281 | ||||||||||
2012 | 12,280 | (3,703 | ) | 8,577 | ||||||||||||||
Thereafter | 17,018 | (7,558 | ) | 9,460 | 10,096 | (3,854 | ) | 6,242 | ||||||||||
$ | 186,611 | $ | (70,623 | ) | $ | 115,988 | $ | 146,659 | $ | (49,741 | ) | $ | 96,918 | |||||
Derivative Financial Instruments
We account for our derivative financial instruments pursuant to SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS 138, "Accounting for Derivative Instruments and Hedging Activities." We use a variety of derivative financial instruments in the normal course of business to manage or hedge the risks associated with our indebtedness and interest payments as described in Note 8 and record all derivatives on our balance sheets at fair value. We require that hedging derivative instruments are 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 adjust our balance sheets on an ongoing basis to reflect the current fair market value of our derivatives. We record changes in the fair value of these derivatives each period in earnings or other comprehensive income, as appropriate. The ineffective portion of the hedge is immediately recognized in earnings to the extent that the change in value of a derivative does not perfectly offset the change in value of the instrument being hedged. The unrealized gains and losses held in accumulated other comprehensive income will be reclassified to earnings over time as the hedged items are recognized in earnings. We have a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors.
We use standard market conventions to determine the fair values of derivative instruments, and techniques such as discounted cash flow analysis, option pricing models, and termination cost are used to determine fair value at each balance sheet date. All methods of assessing fair value result in a general approximation of value and such value may never actually be realized.
Accumulated Other Comprehensive Income
The components of our accumulated other comprehensive income consisted of the following as of December 31:
| 2006 | 2005 | 2007 | 2006 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cumulative translation adjustment | $ | (1,868 | ) | $ | (3,574 | ) | $ | 4,429 | $ | (1,868 | ) | |||
Accumulated derivative gains, net | 24,936 | 16,155 | 15,078 | 24,936 | ||||||||||
Net unrealized gains (losses) on marketable securities | 1,263 | (141 | ) | |||||||||||
Net unrealized gains on marketable securities | 3,283 | 1,263 | ||||||||||||
Total accumulated comprehensive income | $ | 24,331 | $ | 12,440 | ||||||||||
Total accumulated other comprehensive income | $ | 22,790 | $ | 24,331 | ||||||||||
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 minimum rents on a straight-line basis over the terms of their respective leases. 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 overage rents only when each tenant's sales exceeds the applicable sales threshold.
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 (CAM), real estate taxes and insurance. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. For approximately 60%67.7% of our leases, we receive a fixed payment from the tenant for the CAM component, which is subject to an annual adjustment.component. We are continually working towardtowards converting the remainder of our leases to the fixed payment methodology. Under these leases,Without 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. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. We accrue reimbursements
from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. We also receive escrow payments for these reimbursements from substantially all our non-fixed CAM tenants and monthly fixed CAM payments throughout the year. We do this to reduce the risk of loss on uncollectible accounts once we perform the final year-end billings for recoverable expenditures. 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.
Management Fees and Other Revenues
Management fees and other revenues are generally received from our unconsolidated joint venture Propertiesproperties as well as third parties. Management fee revenue is recognized based on a contractual percentage of joint venture property revenue. Development fee revenue is recognized on a contractual percentage of hard costs to develop a property. Leasing fee revenue is recognized on a contractual per square foot charge based on the square footage of current year leasing activity.
Insurance premiums written and ceded are recognized on a pro-rata basis over the terms of the policies. Insurance losses are reflected in property operating expenses in the accompanying 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 actuaries and management's best estimates. Total insurance reserves for our insurance subsidiarysubsidiaries and other self-insurance programs as of December 31, 2007 and 2006 and 2005 approximated $112.5$121.4 million and $93.6$112.5 million, respectively.
We recognize fee revenues from our co-branded gift card programs when the fees are earned under the related arrangements with the card issuer. Generally, these revenues are recorded at the issuance of the gift card for handling fees and, if applicable, at future dates for servicing fees.
Allowance for Credit Losses
We record a provision for credit losses based on our judgment of a tenant's creditworthiness, ability to pay and probability of collection. In addition, we also consider the retail sector in which the tenant operates and our historical collection experience in cases of bankruptcy, if applicable. Accounts are written off when they are deemed to be no
longer collectible. Presented below is the activity in the allowance for credit losses and includes the activities related to discontinued operations during the following years:
| For the Year Ended December 31, | For the Year Ended December 31, | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2004 | 2007 | 2006 | 2005 | ||||||||||||||
Balance at Beginning of Year | $ | 35,239 | $ | 36,917 | $ | 31,305 | $ | 32,817 | $ | 35,239 | $ | 36,917 | ||||||||
Consolidation of previously unconsolidated entities | 321 | 122 | — | 495 | 321 | 122 | ||||||||||||||
Provision for Credit Losses | 9,730 | 7,284 | 18,867 | 9,672 | 9,730 | 7,284 | ||||||||||||||
Accounts Written Off | (12,473 | ) | (9,084 | ) | (13,255 | ) | (9,174 | ) | (12,473 | ) | (9,084 | ) | ||||||||
Balance at End of Year | $ | 32,817 | $ | 35,239 | $ | 36,917 | $ | 33,810 | $ | 32,817 | $ | 35,239 | ||||||||
Income Taxes
As a partnership, the allocated share of our 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 financials statements. State income, franchise or other taxes were not significant in any of the periods presented.
Simon Property and certaintwo of our subsidiaries are taxed as REITs under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code") and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require Simon Propertyeach REIT to distribute at least 90% of its taxable income to
stockholders and meet certain other asset and income tests as well as other requirements. We intend to continue to make distributions to Simon Property in order to allow it to adhere to these requirements and maintain its REIT status. As REITs, theOur subsidiary REIT entities will generally not be liable for federal corporate income taxes as long as they continue to distribute in excess of 100% of their taxable income. Thus, we made no provision for federal income taxes for these entities in the accompanying consolidated financial statements. If Simon Property or anyeither of our REIT subsidiaries fail to qualify as a REIT, itSimon Property or that entity will be subject to tax at regular corporate rates for the years in which it failed to qualify. If we lose ourSimon Property lost its REIT status, weit could not elect to be taxed as a REIT for four years unless ourits failure to qualify was due to reasonable cause and certain other conditions were satisfied.
On October 22, 2004, President Bush signed the American Jobs Creation Act which included several provisions of the REIT Improvement Act, which builds in some flexibility to the REIT rules. This Act provides for monetary penalties in lieu of REIT disqualification. This better matches the severity of the penalty to the REIT's error and therefore reduces the possibility of disqualification.
Simon Property has also elected taxable REIT subsidiary ("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 don't 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 of December 31, 20062007 and 2005,2006, we had a net deferred tax asset of $12.8$19.8 million and $7.1$12.8 million, respectively, related to our TRS subsidiaries. The net deferred tax asset is included in deferred costs and other assets in the accompanying consolidated balance sheets and consists primarily of operating losses and other carryforwards for Federal income tax purposes as well as the timing of the deductibility of losses or reserves from insurance subsidiaries.
Reclassifications
We made certain reclassifications State income, franchise or other taxes were not significant in any of prior period amounts in the financial statements to conform to the 2006 presentation. These reclassifications have no impact on net income previously reported. Also, significant property dispositions during 2004 and 2005 have been reclassified in the statements of operations and comprehensive income for the periods ended December 31, 2004 and 2005.presented. The income tax benefit in 2007 results primarily from the tax deductibility of a $55.1 million impairment charge.
4. Real Estate Acquisitions, Disposals, and Impairment
We acquire properties to generate both current income and long-term appreciation in value. We acquire individual properties or portfolios of other retail real estate companies that meet our investment criteria. We sell
properties which no longer meet our strategic criteria. Our consolidated acquisition and disposal activity for the periods presented are highlighted as follows:
20062007 Acquisitions
As describeda result of the Mills acquisition which is more fully discussed in Note 7, we consolidated two regional mall properties, Town Center at Cobb and Gwinnett Place. In additional to the Mills acquisition, on FebruaryMarch 1, 2007, we acquired the remaining 40% interest in both University Park Mall and University Center located in Mishawaka, Indiana from our partner and as a result, we now own 100% of these properties. On March 28, 2007, we acquired The Maine Outlet, a 112,000 square foot outlet center located in Kittery, Maine, adjacent to our Kittery Premium Outlets property. On August 23, 2007, we acquired Las Americas Premium Outlets, a 560,000 square foot upscale outlet center located in San Diego, California. We also purchased an additional 1% interest in Bangor Mall on July 13, 2006, we sold 10.5%2007, and an additional 6.5% interest in Montgomery Mall on November 1, 2007. The aggregate purchase price of the consolidated assets acquired during 2007, excluding Town Center and Cobb and Gwinnett Place, was approximately $394.2 million, including the assumption of our ownership interests in Simon Ivanhoe S.à.r.l. ("Simon Ivanhoe") to our partner, Ivanhoe Cambridge, Inc. ("Ivanhoe"), and recognized a gain upon this transactionshare of $34.4 million. We then settled all remaining share purchase commitments fromdebt of the company's founders, including the early settlement of some commitments by purchasing an additional 25.8% interest for €55.1 million, or $65.5 million. The result of these transactions equalized our and Ivanhoe's ownership in Simon Ivanhoe to 50% each.properties acquired.
On November 1, 2006, we acquired the remaining 50% interest in Mall of Georgia, a regional mall Property,property, from our partner for $252.6 million, including the assumption of our $96.0 million share of debt. As a result, we now own 100% of Mall of Georgia and the Propertyproperty was consolidated as of the acquisition date.
2005 Acquisitions
On November 18, 2005, we purchased a 37.99% interest in Springfield Mall in Springfield, Pennsylvania, for approximately $39.3 million, including the issuance of our share of debt of $29.1 million. On November 21, 2005, we purchased a 50% interest in Coddingtown Mall in Santa Rosa, California, for approximately $37.1 million, including the assumption of our share of debt of $10.5 million. Both of these Propertiesproperties are being accounted for on the equity method of accounting.
2004 Acquisitions2007 Dispositions
On February 5, 2004, we purchased a 95% interest in Gateway Shopping Center in Austin, Texas, for approximately $107.0 million. We initially funded this transaction with borrowings on our Credit Facility and with the issuance of 120,671 units of the Operating Partnership valued at approximately $6.0 million.
On April 1, 2004, we increased our ownership interest in The Mall of Georgia Crossing from 50% to 100% for approximately $26.3 million, including the assumption of $16.5 million of debt. As a result of this transaction, this Property is now reported as a consolidated entity.
On April 27, 2004, we increased our ownership in Bangor Mall in Bangor, Maine from 32.6% to 67.6% and increased our ownership in Montgomery Mall in Montgomery, Pennsylvania from 23.1% to 54.4%. We acquired these additional ownership interests from our partner in the properties for approximately $67.0 million and the assumption of $16.8 million of debt. We funded this transaction with a mortgage and borrowings on our Credit Facility. Bangor Mall and Montgomery Mall were previously accounted for under the equity method. These Properties are now consolidated as a result of this acquisition.
On May 4, 2004, we purchased a 100% interest in Plaza Carolina in San Juan, Puerto Rico for approximately $309.0 million. We funded this transaction with a mortgage and borrowings on our Credit Facility.
On November 19, 2004, we increased our ownership interest in Lehigh Valley Mall, located in Whitehall, Pennsylvania, from 24.88% to 37.61% for approximately $42.3 million, including the assumption of our $25.9 million share of debt.
On December 15, 2004, we increased our ownership in Woodland Hills in Tulsa, Oklahoma, from 47.2% to 94.5%. We acquired this additional ownership interest from our partner in the property for approximately $119.5 million, including the assumption of $39.7 million of debt. Woodland Hills was previously accounted for under the equity method. This Property is now consolidated as a result of this acquisition.
Chelsea Acquisition
On October 14, 2004, Simon Property acquired all of the outstanding common stock of Chelsea Property Group, Inc. ("Chelsea") and the limited partnership units of its operating partnership subsidiary in a transaction valued at approximately $5.2 billion, including the assumption of $1.5 billion of debt (the "Chelsea Acquisition"). Chelsea had interests in 37 Premium Outlet centers and 24 other shopping centers containing 16.6 million square feet of gross leasable area in 31 states, Japan and Mexico. We and Simon Property funded the cash portion of this acquisition with a $1.8 billion unsecured term loan facility discussed in Note 8. Chelsea common stockholders received consideration of $36.00 per share for each share of Chelsea's common stock in cash, a fractional share of 0.2936 of
Simon Property common stock, and a fractional share of 0.3000 of Simon Property Series I 6% Convertible Perpetual Preferred Stock (Series I Preferred Stock). In total, Simon Property issued to Chelsea common stockholders at closing:
In accordance with our partnership agreement, we issued to Simon Property an equivalent number of our units based on the shares of common stock issued and an equivalent number of our preferred units, with terms substantially the same as the related Series I Preferred Stock that Simon Property issued to Chelsea common stockholders. The Series I 6% preferred units and the corresponding Series I Preferred Stock are further described in the footnotes to the consolidated financial statements.
Further, each share of Chelsea Series A Preferred Stock was converted into the right to receive one share of Simon Property Series J 83/8% Cumulative Redeemable Preferred Stock (Series J Preferred Stock), which has terms substantially the same as the Chelsea Series A Preferred Stock. The fair value of the Chelsea Series A Preferred Stock at the acquisition date was $39.8 million, which resulted in the issuance of 796,948 share of Series J Preferred Stock. As a result, we issued to Simon Property an equivalent number of Series J 83/8% Cumulative Redeemable Preferred Units with terms substantially the same as the related Series J Preferred Stock.
As part of the Chelsea Acquisition, we issued to the limited partner of CPG Partners, L.P., the operating partnership subsidiary of Chelsea:
As a result CPG Partners, L.P. and Chelsea are now our subsidiaries.
During 2005, we finalized the purchase price allocation for the Chelsea Acquisition as required by FAS 141, as described in our purchase accounting allocation policy in Note 3. Our valuation of the Chelsea assets was developed in consultation with independent valuation specialists. The final purchase price allocation reflects reallocations between tangible assets and finite life intangible assets. However, these adjustments did not have a significant impact on our consolidated results of operations.
The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2004 includes adjustments2007, we sold five consolidated properties for which we received net proceeds of $56.4 million and recorded our share of a loss on the Chelsea Acquisition as if the transaction had occurred as of January 1, 2004. The pro forma information does not purport to present what actual results would have been had this acquisition, and the related transaction, in fact, occurred at the previously mentioned date, or to project results for any future period. Our other acquisitions during the periods presented were not considered material business combinations for the purpose of presenting this pro forma financial information.disposals totaling $35.2 million.
| For the Year Ended December 31, 2004 | ||
---|---|---|---|
Pro Forma Total Revenue | $ | 2,954,983 | |
Pro Forma Income from Continuing Operations | 403,400 | ||
Pro Forma Net Income | 403,400 | ||
Pro Forma Earnings Per Unit — Basic (a) | $ | 1.06 | |
Pro Forma Earnings Per Unit — Diluted (a) | $ | 1.06 |
2006 DisposalsDispositions
During the year ended December 31, 2006, we disposed ofsold three consolidated properties and one property in which we held a 50% interest and accounted for under the equity method. We received net proceeds of $52.7 million and recorded our share of a gain on the disposalsdispositions totaling $12.2 million.
2005 DisposalsDispositions
During the year ended December 31, 2005, we sold or disposed of sixteen non-core properties, consisting of four regional malls, one community/lifestyle center, nine other outlet centers and two office buildings. OurSeven of these disposals were considered significant dispositions are summarized as follows (dollars in millions):
Properties | Previous Ownership % | Date of Disposal | Sales Price | Gain/(Loss) | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Riverway and O'Hare International Center | 100 | % | June 1, 2005 | $ | 257.3 | $ | 125.1 | ||||
Grove at Lakeland Square | 100 | % | July 1, 2005 | 10.4 | (0.1 | ) | |||||
Cheltenham Square | 100 | % | November 17, 2005 | 71.5 | 19.7 | ||||||
Southgate Mall | 100 | % | November 28, 2005 | 8.5 | 1.1 | ||||||
Eastland Mall (Tulsa, OK) | 100 | % | December 16, 2005 | 1.5 | (1.1 | ) | |||||
Biltmore Square | 100 | % | December 28, 2005 | 26.0 | 2.2 | ||||||
$ | 375.2 | $ | 146.9 | ||||||||
The dispositionand we reclassified the operations and the resulting net gain on sale to discontinued operations. For these seven asset sales, we received net proceeds of Biltmore Square was accomplished through$375.2 million and recorded our share of a transfer of the deed to the property to the lender in settlement of the remaining balance of the non-recourse debtgain on the property. Additionally,dispositions totaling $146.9 million. The additional nine other properties sold were insignificant non-core properties were sold whichthat resulted in no gain or loss.
We disposed of two joint venture properties during 2005. On January 11, 2005, Metrocenter was sold for $62.6 million and we recognized our share of the gain of $11.8 million. On December 22, 2005, our Canadian property, Forum Entertainment Centre, was sold and we recognized our share of the loss of $13.7 million.
Certain of the net proceeds from these sales, net of repayment of outstanding debt, were held in escrow to complete IRS Section 1031 exchanges while the remainder was used for general working capital purposes.
2004 Disposals
During the year ended December 31, 2004, we sold five non-core properties, consisting of three regional malls, one community/lifestyle center and one Premium Outlet center. The significant properties and their dates of sale consisted of:
Properties | Previous Ownership % | Date of Disposal | Sales Price | Gain/(Loss) | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Hutchinson Mall | 100 | % | June 15, 2004 | $ | 16.3 | $ | 0.2 | ||||
Bridgeview Court | 100 | % | July 22, 2004 | 5.3 | 2.3 | ||||||
Woodville Mall | 100 | % | September 1, 2004 | 2.5 | (2.7 | ) | |||||
Santa Fe Premium Outlets | 100 | % | December 28, 2004 | 7.7 | — | ||||||
Heritage Park Mall | 100 | % | December 29, 2004 | 4.1 | (0.2 | ) | |||||
$ | 35.9 | $ | (0.4 | ) | |||||||
We disposed of three joint venture properties during 2004. On April 7, 2004, we sold a joint venture interest in a hotel for $17.0 million, resulting in a gain of $12.6 million, $8.3 million net of tax. On April 8, 2004, we sold our joint venture interest in Yards Plaza resulting in no gain or loss on this disposition. On August 6, 2004, we completed the court ordered sale of our joint venture interest in Mall of America (see Note 11).
Impairment. In 2004, we recorded an $18.0 million impairment charge related to one Property. We evaluate our Propertiesproperties for impairment using a combination of estimations of the fair value based upon a multiple of the net cash flow of the Propertiesproperties and discounted cash flows from the individual Properties'properties' operations as well as contract prices, if applicable and available. As discussed in Note 7, we recorded an impairment charge of $55.1 million in 2007 related to our investment in a joint venture that holds an interest in land in Arizona.
5. Per Unit Data
We determine basic earnings per unit based on the weighted average number of units outstanding during the period. We determine diluted earnings per unit based on the weighted average number of units outstanding combined with the incremental weighted average units that would have been outstanding assuming all dilutive potential common units were converted into units at the earliest date possible. The following table sets forth the computation of our basic and diluted earnings per unit.
| For the Year Ended December 31, | For the Year Ended December 31, | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2004 | 2007 | 2006 | 2005 | |||||||||||||
Income from continuing operations, after preferred unit requirement | $ | 614,409 | $ | 355,394 | $ | 390,792 | $ | 585,047 | $ | 614,409 | $ | 355,394 | |||||||
Discontinued operations | 502 | 155,187 | (10,081 | ) | (35,369 | ) | 502 | 155,187 | |||||||||||
Net Income available to Unitholders — Basic & Diluted | $ | 614,911 | $ | 510,581 | $ | 380,711 | $ | 549,678 | $ | 614,911 | $ | 510,581 | |||||||
Weighted Average Units Outstanding — Basic | 279,567,279 | 279,825,351 | 265,405,033 | 281,034,711 | 279,567,279 | 279,825,351 | |||||||||||||
Effect of stock options of Simon Property | 903,255 | 871,010 | 867,368 | 778,471 | 903,255 | 871,010 | |||||||||||||
Weighted Average Units Outstanding — Diluted | 280,470,534 | 280,696,361 | 266,272,401 | 281,813,182 | 280,470,534 | 280,696,361 | |||||||||||||
For the year ending December 31, 2006,2007, potentially dilutive securities include theSimon Property stock options of Simon Propertyand convertible preferred stock and certain series of our preferred units. The only potentially dilutive security that had a dilutive effect for the years ended December 31, 2007, 2006 and 2005 and 2004 were stock options of Simon Property. Units may be exchanged for shares of Simon Property common stock on a one-for one basis, in certain circumstances.options.
We accrue distributions when they are declared. The taxable nature of the distributions declared for each of the years ended as indicated is summarized as follows:
| For the Year Ended December 31, | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | |||||||
Total distributions paid per common unit | $ | 3.36 | $ | 3.04 | $ | 2.80 | ||||
Percent taxable as ordinary income | 92.9 | % | 81.4 | % | 85.8 | % | ||||
Percent taxable as long-term capital gains | 7.1 | % | 18.6 | % | 14.2 | % | ||||
100.0 | % | 100.0 | % | 100.0 | % | |||||
Simon Property Group, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Dollars in thousands, except unit and per unit amounts and where indicated as in millions or billions)
6. Investment Properties
Investment properties consist of the following as of December 31:
| 2006 | 2005 | 2007 | 2006 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Land | $ | 2,651,205 | $ | 2,560,335 | $ | 2,798,452 | $ | 2,651,205 | ||||
Buildings and improvements | 19,993,094 | 18,990,912 | 21,364,915 | 19,993,094 | ||||||||
Total land, buildings and improvements | 22,644,299 | 21,551,247 | 24,163,367 | 22,644,299 | ||||||||
Furniture, fixtures and equipment | 219,664 | 194,062 | 251,658 | 219,664 | ||||||||
Investment properties at cost | 22,863,963 | 21,745,309 | 24,415,025 | 22,863,963 | ||||||||
Less — accumulated depreciation | 4,606,130 | 3,809,293 | 5,312,095 | 4,606,130 | ||||||||
Investment properties at cost, net | $ | 18,257,833 | $ | 17,936,016 | $ | 19,102,930 | $ | 18,257,833 | ||||
Construction in progress included above | $ | 530,298 | $ | 384,096 | $ | 647,303 | $ | 530,298 | ||||
7. Investments in Unconsolidated Entities
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. We held joint venture ownership interests in 68 Properties103 properties as of December 31, 20062007 and 6968 as of December 31, 2005.2006. We also held interests in two joint ventures which owned 5351 European shopping centers as of December 31, 20062007 and 5153 as of December 31, 2005.2006. We also held an interest in fivesix joint venture properties under operation in Japan, one joint venture property in Mexico, and one joint venture property in Mexico.South Korea. We account for these Propertiesjoint venture properties using the equity method of accounting.
Substantially all of our joint venture Propertiesproperties are subject to rights of first refusal, buy-sell provisions, or other sale rights for partners which are customary in real estate joint venture agreements and the industry. Our partners in these joint ventures may initiate these provisions at any time (subject to any applicable lock up or similar restrictions), which will result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest.
Acquisition of The Mills Corporation by SPG-FCM
On February 16, 2007, SPG-FCM, a 50/50 joint venture between one of our affiliates and funds owned by Farallon, entered into a definitive merger agreement to acquire all of the outstanding common stock of Mills for $25.25 per common share in cash. The acquisition of Mills and its interests in the 37 properties that remain at December 31, 2007 was completed through a cash tender offer and a subsequent merger transaction which concluded on April 3, 2007. As of December 31, 2007, we and Farallon had each funded $650.0 million into SPG-FCM to acquire all of the common stock of Mills. As part of the transaction, we also made loans to SPG-FCM and Mills that bear interest primarily at rates of LIBOR plus 270-275 basis points. These funds were used by SPG-FCM and Mills to repay loans and other obligations of Mills, including the redemption of preferred stock, during the year. As of December 31, 2007, the outstanding balance of our loan to SPG-FCM was $548.0 million, and the average outstanding balance during the twelve month period ended December 31, 2007 of all loans made to SPG-FCM and Mills was approximately $993.3 million. During 2007, we recorded approximately $39.1 million in interest income (net of inter-entity eliminations) related to these loans. We also recorded fee income, including fee income amortization related to up-front fees on loans made to SPG-FCM and Mills, during 2007 of approximately $17.4 million (net of inter-entity eliminations), for providing refinancing services to Mills' properties and SPG-FCM. The existing loan facility to SPG-FCM bears a rate of LIBOR plus 275 basis points and matures on June 7, 2009, with three available one-year extensions, subject to certain terms and conditions. Fees charged on loans made to SPG-FCM and Mills are amortized on a straight-line basis over the life of the loan.
As a result of the change in control of Mills, holders of Mills' Series F convertible cumulative redeemable preferred stock had the right to require the repurchase of their shares for cash equal to the liquidation preference per share plus accrued and unpaid dividends. During the second quarter of 2007, all of the holders of Mills' Series F preferred stock exercised this right, and Mills redeemed this series of preferred stock for approximately $333.2 million, including accrued dividends. Further, as of August 1, 2007, The Mills Corporation was liquidated and the holders of the remaining series' of Mills preferred stock were paid a liquidation preference of approximately $693.0 million, including accrued dividends.
During the third quarter of 2007, the holders of less than 5,000 common units in the Mills' operating partnership ("Mills Units") received $25.25 in cash, and those holding 5,000 or more Mills Units had the option to exchange for cash of $25.25, or our units based on a fixed exchange ratio of a 0.211 fractional unit for each Mills Unit. That option expired on August 1, 2007. Holders electing to exchange received 66,036 of our units for their Mills Units. The remaining Mills Units were exchanged for cash.
Effective July 1, 2007, we or an affiliate of ours began serving as the manager for substantially all of the properties in which SPG-FCM holds an interest. In conjunction with the Mills acquisition, we acquired a majority interest in two properties in which we previously held a 50% ownership interest (Town Center at Cobb and Gwinnett Place) and as a result we have consolidated these two properties at the date of acquisition. We have reclassified the results of these properties in the Joint Venture Statement of Operations into "Income from consolidated joint venture interests."
The acquisition of Mills involved the purchase of all of Mills' outstanding shares of common stock and Mills Units for approximately $1.7 billion (at $25.25 per share or unit), the assumption of $954.9 million of preferred stock, the assumption of a proportionate share of property-level mortgage debt, SPG-FCM's share of which approximated $3.8 billion, the assumption of $1.2 billion in unsecured loans provided by us, costs to effect the acquisition, and certain liabilities and contingencies, including an ongoing investigation by the Securities and Exchange Commission, for an aggregate purchase price of approximately $8 billion. SPG-FCM has completed its preliminary purchase price allocations for the acquisition of Mills. The valuations were developed with the assistance of a third-party professional appraisal firm. The preliminary allocations will be finalized within one year of the acquisition date in accordance with applicable accounting standards.
In addition we sold our interest in Broward and Westland Malls, which we acquired through the Mills acquisition, and recognized no gain or loss on these dispositions.
Joint Venture Property Refinancing Activity
The following joint venture property refinancing activity resulted in our receiving significant excess refinancing proceeds:
On November 15, 2007, we refinanced Aventura Mall, a joint venture property in which we own a 33.3% interest, with a $430.0 million, 5.905% fixed-rate mortgage that matures on December 11, 2017. The balances of the previous $200.0 million 6.61% fixed-rate mortgage was repaid, and we received our share of the excess refinancing proceeds of approximately $71.4 million.
On November 1, 2007, we refinanced West Town Mall, a joint venture property in which we own a 50% interest, with a $210.0 million, 6.3375% fixed-rate mortgage that matures on December 1, 2017. The balances of the previous $76.0 million 6.90% fixed-rate mortgage was repaid, and we received our share of the excess refinancing proceeds of approximately $66.4 million.
On May 10, 2006, we refinanced thirteen cross-collateralized mortgages with seven individual secured loans totaling $796.6 million with fixed rates ranging from 5.79% to 5.83%. The balance of the previous mortgages totaled $625.0 million, and bore interest at rates ranging from LIBOR plus 41 basis points to a fixed rate of 8.28%, and was
scheduled to mature on May 15, 2006. We received our share of excess refinanced proceeds of approximately $86 million on the closing of the new mortgage loan.
On November 1, 2006, we acquired the remaining 50% interest in Mall of Georgia, a regional mall Property, from our partner for $252.6 million, including the assumption of our $96.0 million share of debt. As a result, we now own 100% of Mall of Georgia and the property was consolidated as of the acquisition date. We have reclassified the results of this property in the Joint Venture Statement of Operations into "Consolidated Joint Venture Interests."
During 2005, we and our joint venture partner completed the construction of, obtained permanent financing for, and opened St. Johns Town Center (St. Johns). Prior to the completion of construction and opening of the center, we were responsible for 85% of the development costs, and guaranteed this same percentage of the outstanding construction debt. As a result, we consolidated St. Johns during its construction phase. Upon obtaining permanent financing, the guarantee was released, and our partner's and our ownership percentages were each adjusted to 50%. We received a distribution from the partnership of $15.7 million in repayment of our capital contributions to equalize our ownership interests, and this Property is now accounted for using the equity method of accounting.
On June 1, 2005, we refinanced Westchester Mall, a joint venture Property, with a $500.0 million, 4.86% fixed-rate mortgage that matures on June 1, 2010. The balances of the two previous mortgages, which were repaid, were $142.0 million and $50.1 million and bore interest at fixed rates of 8.74% and 7.20%, respectively. Both were scheduled to mature on September 1, 2005. We received our share of the excess refinancing proceeds of approximately $120.0 million on the closing of the new mortgage loan.
On November 29, 2005, we refinanced Houston Galleria, a joint venture Property,property, with a $821.0 million, 5.436% fixed-rate mortgage that matures on December 1, 2015. The balances of the two previous mortgages, which were repaid, were $213.2 million and $84.7 million and bore interest at a fixed rate of 7.93% and at LIBOR plus 150 basis points, respectively. They were scheduled to mature on December 1, 2005 and December 31, 2006, respectively. We received our share of the excess refinancing proceeds of approximately $165.0 million on the closing of the new mortgage loan.
On December 28,June 1, 2005, we invested $50.0 million of equity for a 40% interest inrefinanced Westchester Mall, a joint venture property, with Toll Brothers, Inc. (Toll Brothers)a $500.0 million, 4.86% fixed-rate mortgage that matures on June 1, 2010. The balances of the two previous mortgages, which were repaid, were $142.0 million and Meritage Homes Corp. (Meritage Homes)$50.1 million and bore interest at fixed rates of 8.74% and 7.20%, respectively. Both were scheduled to purchase a 5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for $312 million. Toll Brothers and Meritage Homes each plan to build a significant numbermature on September 1, 2005. We received our share of homesthe excess refinancing proceeds of approximately $120.0 million on the site. We have the option to purchase a substantial portionclosing of the commercial property for retail uses. Other parcels may also be sold to third parties. The site plans call for a mixed-use master planned community, which will include approximately 4,840 acres of single-family homes and attached homes.new mortgage loan.
Approximately 645 acres of commercial and retail development will include schools, community amenities and open space. The entitlement, planning, and design processes are ongoing and initial home sales are tentatively scheduled to begin in 2009. The joint venture, of which Toll Brothers is the managing member, expects to develop a master planned community of approximately 12,000 to 15,000 residential units.Summary Financial Information
Summary financial information of the joint ventures and aA summary of our investmentinvestments in joint ventures and share of income from such joint ventures follow. We condensed into separate line items major captions of the statements of operations for joint venture interests sold or consolidated. Consolidation occurs when we acquire an additional interest in the joint venture or became the primary beneficiary and as a result, gain unilateral control of the Property.property. We reclassified these line items into "Discontinued Joint Venture Interests""Income (loss) from discontinued joint venture interests" and "Consolidated Joint Venture Interests""Income from consolidated joint venture interests" so that we may
present comparative results of operations for those joint venture interests held as of December 31, 2006.2007. Balance sheet information as of December 31for the joint ventures is as follows:
| December 31, 2006 | December 31, 2005 | | December 31, 2007 | December 31, 2006 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
BALANCE SHEETS | |||||||||||||
BALANCE SHEET | BALANCE SHEET | ||||||||||||
Assets: | Assets: | ||||||||||||
Investment properties, at cost | $ | 10,669,967 | $ | 9,915,521 | Investment properties, at cost | $ | 21,009,416 | $ | 10,669,967 | ||||
Less — accumulated depreciation | 2,206,399 | 1,951,749 | Less — accumulated depreciation | 3,217,446 | 2,206,399 | ||||||||
8,463,568 | 7,963,772 | 17,791,970 | 8,463,568 | ||||||||||
Cash and cash equivalents | 354,620 | 334,714 | Cash and cash equivalents | 747,575 | 354,620 | ||||||||
Tenant receivables | 258,185 | 207,153 | Tenant receivables | 435,093 | 258,185 | ||||||||
Investment in unconsolidated entities | 176,400 | 135,914 | Investment in unconsolidated entities | 258,633 | 176,400 | ||||||||
Deferred costs and other assets | 307,468 | 304,825 | Deferred costs and other assets | 713,180 | 307,468 | ||||||||
Total assets | $ | 9,560,241 | $ | 8,946,378 | |||||||||
Total assets | $ | 19,946,451 | $ | 9,560,241 | |||||||||
Liabilities and Partners' Equity: | Liabilities and Partners' Equity: | ||||||||||||
Mortgages and other indebtedness | $ | 8,055,855 | $ | 7,479,359 | Mortgages and other indebtedness | $ | 16,507,076 | $ | 8,055,855 | ||||
Accounts payable, accrued expenses, and deferred revenue | 513,472 | 403,390 | Accounts payable, accrued expenses, and deferred revenue | 972,699 | 513,472 | ||||||||
Other liabilities | 255,633 | 189,722 | Other liabilities | 825,279 | 255,633 | ||||||||
Total liabilities | 8,824,960 | 8,072,471 | |||||||||||
Total liabilities | 18,305,054 | 8,824,960 | |||||||||||
Preferred units | 67,450 | 67,450 | Preferred units | 67,450 | 67,450 | ||||||||
Partners' equity | 667,831 | 806,457 | Partners' equity | 1,573,947 | 667,831 | ||||||||
Total liabilities and partners' equity | $ | 9,560,241 | $ | 8,946,378 | |||||||||
Total liabilities and partners' equity | $ | 19,946,451 | $ | 9,560,241 | |||||||||
Our Share of: | Our Share of: | ||||||||||||
Total assets | $ | 4,113,051 | $ | 3,765,258 | Total assets | $ | 8,040,987 | $ | 4,113,051 | ||||
Partners' equity | $ | 380,150 | $ | 429,942 | Partners' equity | $ | 776,857 | $ | 380,150 | ||||
Add: Excess Investment | 918,497 | 938,177 | Add: Excess Investment | 757,236 | 918,497 | ||||||||
Our net Investment in Joint Ventures | $ | 1,298,647 | $ | 1,368,119 | Our net Investment in Joint Ventures | $ | 1,534,093 | $ | 1,298,647 | ||||
Mortgages and other indebtedness | $ | 3,472,228 | $ | 3,169,662 | Mortgages and other indebtedness | $ | 6,568,403 | $ | 3,472,228 | ||||
"Excess Investment" represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures acquired. We amortize excess investment over the life of the related Properties,properties, typically no greater than 40 years, and the amortization is included in the reported amount of income from unconsolidated entities.
unconsolidated entities. As of December 31, 2006,2007, scheduled principal repayments on joint venture properties' mortgages and other indebtedness are as follows:
2007 | $ | 469,067 | ||||||
2008 | 724,433 | $ | 1,559,991 | |||||
2009 | 482,547 | 1,622,137 | ||||||
2010 | 1,524,707 | 1,985,312 | ||||||
2011 | 1,179,018 | 1,634,178 | ||||||
2012 | 2,290,767 | |||||||
Thereafter | 3,677,689 | 7,389,042 | ||||||
Total principal maturities | 8,057,461 | 16,481,427 | ||||||
Net unamortized debt premiums | 26,350 | |||||||
Net unamortized debt discounts | (1,606 | ) | (701 | ) | ||||
Total mortgages and other indebtedness | $ | 8,055,855 | $ | 16,507,076 | ||||
This debt becomes due in installments over various terms extending through 20172023 with interest rates ranging from 1.22%1.35% to 10.61% and a weighted average rate of 5.89%5.84% at December 31, 2006.2007.
| | For the Year Ended December 31, | | For the Year Ended December 31, | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2006 | 2005 | 2004 | | 2007 | 2006 | 2005 | |||||||||||||||
STATEMENTS OF OPERATIONS | STATEMENTS OF OPERATIONS | STATEMENTS OF OPERATIONS | |||||||||||||||||||||
Revenue: | Revenue: | Revenue: | |||||||||||||||||||||
Minimum rent | $ | 1,092,514 | 1,035,351 | $ | 915,276 | ||||||||||||||||||
Overage rent | 90,125 | 81,766 | 43,296 | ||||||||||||||||||||
Tenant reimbursements | 556,366 | 530,044 | 468,430 | ||||||||||||||||||||
Other income | 150,468 | 126,232 | 64,188 | ||||||||||||||||||||
Minimum rent | $ | 1,682,671 | $ | 1,060,896 | $ | 1,004,042 | |||||||||||||||||
Overage rent | 119,134 | 89,968 | 81,498 | ||||||||||||||||||||
Tenant reimbursements | 852,312 | 540,560 | 514,587 | ||||||||||||||||||||
Other income | 201,075 | 147,549 | 124,015 | ||||||||||||||||||||
Total revenue | 1,889,473 | 1,773,393 | 1,491,190 | Total revenue | 2,855,192 | 1,838,973 | 1,724,142 | ||||||||||||||||
Operating Expenses: | Operating Expenses: | Operating Expenses: | |||||||||||||||||||||
Property operating | 375,546 | 348,581 | 286,811 | ||||||||||||||||||||
Depreciation and amortization | 324,042 | 317,339 | 274,053 | ||||||||||||||||||||
Real estate taxes | 133,517 | 131,571 | 123,523 | ||||||||||||||||||||
Repairs and maintenance | 84,766 | 82,369 | 69,073 | ||||||||||||||||||||
Advertising and promotion | 43,968 | 36,759 | 36,553 | ||||||||||||||||||||
Provision for credit losses | 4,659 | 9,332 | 11,100 | ||||||||||||||||||||
Other | 126,172 | 120,230 | 65,223 | ||||||||||||||||||||
Property operating | 580,910 | 366,122 | 339,552 | ||||||||||||||||||||
Depreciation and amortization | 627,929 | 318,589 | 311,870 | ||||||||||||||||||||
Real estate taxes | 220,474 | 131,359 | 129,374 | ||||||||||||||||||||
Repairs and maintenance | 113,517 | 83,331 | 80,995 | ||||||||||||||||||||
Advertising and promotion | 62,182 | 42,096 | 34,663 | ||||||||||||||||||||
Provision for credit losses | 22,448 | 4,620 | 8,723 | ||||||||||||||||||||
Other | 162,570 | 125,976 | 119,908 | ||||||||||||||||||||
Total operating expenses | 1,092,670 | 1,046,181 | 866,336 | Total operating expenses | 1,790,030 | 1,072,093 | 1,025,085 | ||||||||||||||||
Operating Income | Operating Income | 796,803 | 727,212 | 624,854 | Operating Income | 1,065,162 | 766,880 | 699,057 | |||||||||||||||
Interest expense | Interest expense | (432,190 | ) | (387,027 | ) | (353,594 | ) | Interest expense | (853,307 | ) | (415,425 | ) | (370,001 | ) | |||||||||
Income (loss) from unconsolidated entities | Income (loss) from unconsolidated entities | 1,204 | (1,892 | ) | (5,129 | ) | Income (loss) from unconsolidated entities | 665 | 1,204 | (1,892 | ) | ||||||||||||
Minority interest | Minority interest | — | — | — | |||||||||||||||||||
Gain (loss) on sale of asset | Gain (loss) on sale of asset | (6 | ) | 1,423 | — | Gain (loss) on sale of asset | (6,399 | ) | (6 | ) | 1,423 | ||||||||||||
Income from Continuing Operations | Income from Continuing Operations | 365,811 | 339,716 | 266,131 | Income from Continuing Operations | 206,125 | 352,653 | 328,587 | |||||||||||||||
Income from joint venture interests before consolidation | 912 | 2,497 | 20,601 | ||||||||||||||||||||
Income from consolidated joint venture interests | Income from consolidated joint venture interests | 2,562 | 14,070 | 13,626 | |||||||||||||||||||
Income (loss) from discontinued joint venture interests | Income (loss) from discontinued joint venture interests | 736 | (2,452 | ) | 13,513 | Income (loss) from discontinued joint venture interests | 202 | 736 | (2,452 | ) | |||||||||||||
Gain on disposal or sale of discontinued operations, net | Gain on disposal or sale of discontinued operations, net | 20,375 | 65,599 | 4,704 | Gain on disposal or sale of discontinued operations, net | 198,952 | 20,375 | 65,599 | |||||||||||||||
Net Income | Net Income | $ | 387,834 | $ | 405,360 | $ | 304,949 | Net Income | $ | 407,841 | $ | 387,834 | $ | 405,360 | |||||||||
Third-Party Investors' Share of Net Income | Third-Party Investors' Share of Net Income | $ | 232,499 | $ | 238,265 | $ | 193,282 | Third-Party Investors' Share of Net Income | $ | 232,586 | $ | 232,499 | $ | 238,265 | |||||||||
Our Share of Net Income | Our Share of Net Income | 155,335 | 167,095 | 111,667 | Our Share of Net Income | 175,255 | 155,335 | 167,095 | |||||||||||||||
Amortization of Excess Investment | Amortization of Excess Investment | (49,546 | ) | (48,597 | ) | (30,554 | ) | Amortization of Excess Investment | (46,503 | ) | (49,546 | ) | (48,597 | ) | |||||||||
Income from Beneficial Interests and Other, net | Income from Beneficial Interests and Other, net | 15,605 | — | — | Income from Beneficial Interests and Other, net | — | 15,605 | — | |||||||||||||||
Write-off of Investment Related to Properties Sold | Write-off of Investment Related to Properties Sold | (2,846 | ) | (38,666 | ) | — | Write-off of Investment Related to Properties Sold | — | (2,846 | ) | (38,666 | ) | |||||||||||
Our Share of Net Gain (Loss) Related to Properties Sold | (7,729 | ) | 1,975 | — | |||||||||||||||||||
Our Share of Net (Gain)/Loss Related to Properties Sold | Our Share of Net (Gain)/Loss Related to Properties Sold | (90,632 | ) | (7,729 | ) | 1,975 | |||||||||||||||||
Income from Unconsolidated Entities and Beneficial Interests, net | $ | 110,819 | $ | 81,807 | $ | 81,113 | |||||||||||||||||
Income from Unconsolidated Entities | Income from Unconsolidated Entities | $ | 38,120 | $ | 110,819 | $ | 81,807 | ||||||||||||||||
Prior Year Acquisition and Disposition Activity
On November 1, 2006, we acquired the remaining 50% interest in Mall of Georgia, a regional mall property, from our partner for $252.6 million, including the assumption of our $96.0 million share of debt. As a result, we now own 100% of Mall of Georgia and the property was consolidated as of the acquisition date. We have reclassified the
results of this property in the Joint Venture Statement of Operations into "Income from consolidated joint venture interests."
On January 11, 2005, Metrocenter, a joint venture regional mall property was sold. We recognized our share of the gain of $11.8 million, net of the write-off of the related investment and received $62.6 million representing our share of the proceeds from this disposition. On December 22, 2005, The Forum Entertainment Centre, our Canadian property, was sold. We recognized our share of the loss of $13.7 million, net of the write-off of the related investment, from the disposition of this property. The result of these two dispositions is included in the loss on sales of interests in unconsolidated entities and other assets, net in the 2005 consolidated statements of operations and comprehensive income. On April 25, 2006, Great Northeast Plaza, a joint venture community center was sold. We recognized our
share of the gain of $7.7 million, net of the write-off of the related investment and received $8.8 million representing our share of the proceeds from this disposition.
Our share of the net gain resulting from the sale of Metrocenter, The Forum Entertainment Centre, and Great Northeast Plaza are shown separately in "gain (loss) on sales of assets and interests in unconsolidated entities, net" in the consolidated statement of operations.operations and comprehensive income.
Impairment Charge. On December 28, 2005, we invested $50.0 million of equity for a 40% interest in a joint venture with Toll Brothers, Inc. and Meritage Homes Corp. to purchase a 5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for $312 million. The principal use of the land upon attaining entitled status is to develop single-family homesites by our partners. As a result of the recent downturn in the residential market, during the fourth quarter of 2007, we recorded an impairment charge of $55.1 million, $36.5 million net of tax benefit, representing our entire equity investment in this joint venture, including interest capitalized on our invested equity.
International Joint Venture Investments
European Joint Ventures. We conduct our international operations in Europe through our two European joint venture investment entities; Simon Ivanhoe S.à.r.l. ("Simon Ivanhoe") and Gallerie Commerciali Italia ("GCI"). The carrying amount of our total combined investment in these two joint venture investments is $338.1$289.5 million and $287.4$338.1 million as of December 31, 20062007 and 2005,2006, respectively, net of the related cumulative translation adjustments. The Operating Partnership hasWe have a 50% ownership in Simon Ivanhoe and a 49% ownership in GCI as of December 31, 2006.2007.
On October 20, 2005, Ivanhoe Cambridge, Inc. ("Ivanhoe"), an affiliate of Caisse de dépôt et placement du Québec,Qubec, effectively acquired our former partner's 39.5% ownership interest in Simon Ivanhoe. On February 13, 2006, pursuant to the terms of our October 20, 2005 transaction with Ivanhoe, we sold a 10.5% interest in this joint venture to Ivanhoe for €45.2 million, or $53.9 million, and recorded a gain on the disposition of $34.4 million. This gain is reported in "gain (loss) on sales of assets and interests in unconsolidated entities, net" in the 2006 consolidated statements of operations. We then settled all remaining share purchase commitments from the company's founders, including the early settlement of some commitments by purchasing an additional 25.8% interest in Simon Ivanhoe for €55.1 million, or $65.5 million. TheseAs a result of these transactions, equalized ourwe and Ivanhoe's ownershipIvanhoe each own a 50% interest in Simon Ivanhoe to 50% each.at December 31, 2006 and 2007.
On July 5, 2007, Simon Ivanhoe completed the sale of five non-core assets in Poland and we presented our share of the gain upon this disposition in "gain (loss) on sale of assets and interests in unconsolidated entities, net" in the consolidated statement of operations and comprehensive income.
Asian Joint Ventures. We conduct our international Premium Outlet operations in Japan through joint venture partnershipsventures with Mitsubishi Estate Co., Ltd. and Sojitz Corporation (formerly known as Nissho Iwai Corporation). The carrying amount of our investment in these Premium Outlet joint ventures in Japan is $281.2$273.0 million and $287.7$281.2 million as of December 31, 20062007 and 2005,2006, respectively, net of the related cumulative translation adjustments. We have a 40% ownership in these Japan Premium Outlet joint ventures. WeDuring 2007, we also begancompleted construction onand opened our first Premium Outlet in South Korea. As of December 31, 2007 and 2006 respectively, our investment in our
Premium Outlet in South Korea, for which we hold a 50% ownership interest, approximated $23.1 million and $18.5 million.million net of the related cumulative translation adjustments.
During 2006, we finalized the formation of joint venture arrangements to develop and operate shopping centers in China. The shopping centers will be anchored by Wal-Mart stores and will be throughwe own a 32.5% interest in the joint venture entities, and a 32.5% ownership in a joint venture entity,the management operation overseeing these projects, collectively referred to as Great Mall Investments, Ltd. ("GMI"). We are planning on initially developinghave five centers four of which are currently under construction, with our share of the total equity commitment of approximately $60 million. We account for our investments in GMI under the equity method of accounting. As of December 31, 2006,2007, our combined investment in these shopping centers in GMI is approximately $15.9$32.1 million.
8. Indebtedness and Derivative Financial Instruments
Our mortgages and other indebtedness, excluding the impact of derivative instruments, consist of the following as of December 31:
| 2006 | 2005 | |||||
---|---|---|---|---|---|---|---|
Fixed-Rate Debt: | |||||||
Mortgages and other notes, including $41,579 and $53,669 net premiums, respectively. Weighted average interest and maturity of 6.39% and 4.0 years at December 31, 2006. | $ | 4,266,045 | $ | 4,145,689 | |||
Unsecured notes, including $17,513 and $38,523 net premiums, respectively. Weighted average interest and maturity of 5.77% and 5.7 years at December 31, 2006. | 10,447,513 | 7,868,523 | |||||
7% Mandatory Par Put Remarketed Securities, including $4,669 and $4,761 premiums, respectively, due June 2028 and subject to redemption June 2008. | 204,669 | 204,763 | |||||
Total Fixed-Rate Debt | 14,918,227 | 12,218,975 | |||||
Variable-Rate Debt: | |||||||
Mortgages and other notes, at face value, respectively. Weighted average interest and maturity of 6.22% and 2.4 years. | 153,189 | 430,612 | |||||
Credit Facility (see below). | 305,132 | 809,264 | |||||
Acquisition Facility (see below). | — | 600,000 | |||||
Aventura Mall Credit Facility. Weighted average rates and maturities of 6.32% and 0.8 years at December 31, 2006. | 27,369 | — | |||||
Unsecured term loans. | — | 59,075 | |||||
Total Variable-Rate Debt | 485,690 | 1,898,951 | |||||
Fair value interest rate swaps | (9,428 | ) | (11,809 | ) | |||
Total Mortgages and Other Indebtedness, Net | $ | 15,394,489 | $ | 14,106,117 | |||
| 2007 | 2006 | |||||
---|---|---|---|---|---|---|---|
Fixed-Rate Debt: | |||||||
Mortgages and other notes, including $24,845 and $41,579 net premiums, respectively. Weighted average interest and maturity of 6.06% and 4.5 years at December 31, 2007. | $ | 4,836,761 | $ | 4,266,045 | |||
Unsecured notes, including $9,680 and $17,513 net premiums, respectively. Weighted average interest and maturity of 5.68% and 5.2 years at December 31, 2007. | 9,384,680 | 10,447,513 | |||||
7% Mandatory Par Put Remarketed Securities, including $4,568 and $4,669 premiums, respectively, due June 2028 and subject to redemption June 2008. | 204,568 | 204,669 | |||||
Total Fixed-Rate Debt | 14,426,009 | 14,918,227 | |||||
Variable-Rate Debt: | |||||||
Mortgages and other notes, at face value, respectively. Weighted average interest and maturity of 5.38% and 2.2 years. | 441,143 | 180,558 | |||||
Credit Facility (see below) | 2,351,612 | 305,132 | |||||
Total Variable-Rate Debt | 2,792,755 | 485,690 | |||||
Fair value interest rate swaps | (90 | ) | (9,428 | ) | |||
Total Mortgages and Other Indebtedness, Net | $ | 17,218,674 | $ | 15,394,489 | |||
General. At December 31, 2006,2007, we have pledged 80 Propertiesproperties as collateral to secure related mortgage notes including 87 pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 42 Properties.39 properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted package may constitute a default under all such mortgages and may lead to acceleration of the indebtedness due on each Propertyproperty within the collateral package. Of our 80 encumbered Properties,properties, indebtedness of 20on 19 of these encumbered Propertiesproperties and our unsecured notes are subject to various financial performance covenants relating to leverage ratios, annual real property appraisal requirements, debt service coverage ratios, minimum net worth ratios, debt-to-market capitalization, and/or minimum equity values. Our mortgages and other indebtedness may be prepaid but are generally subject to prepayment of a yield-maintenance premium or defeasance. As of December 31, 2006,2007, we arewere in compliance with all our debt covenants.
Some of theour limited partner Unitholderspartners guarantee a portion of our consolidated debt through foreclosure guarantees. In total, 53 limited partner Unitholderspartners provide guarantees of foreclosure of $447.3$351.9 million of our consolidated debt at 12 six
consolidated Properties.properties. In each case, the loans were made by unrelated third party institutional lenders and the guarantees are for the benefit of each lender. In the event of foreclosure of the mortgaged property, the proceeds from the sale of the property are first applied against the amount of the guarantee and also reduce the amount payable under the guarantee. To the extent the sale proceeds from the disposal of the property do not cover the amount of the guarantee, then the Unitholderlimited partner is liable to pay the difference between the sale proceeds and the amount of the guarantee so that the entire amount guaranteed to the lender is satisfied. The debt is non-recourse to us and our affiliates.
Unsecured Debt
We have $1.0 billion$875 million of unsecured notes issued by our subsidiaries that are structurally senior in right of payment to holders of other unsecured notes to the extent of the assets and related cash flows of certain Properties.properties. These unsecured notes have a weighted average interest rate of 7.02%6.99% and weighted average maturities of 5.35.0 years.
On March 31, 2006, Standard & Poor's Rating Services raised its corporate credit rating for us to 'A-' from 'BBB+' which resulted in a decrease in the interest rate applicable to borrowings on our unsecured revolving $3 billion credit facility (the "Credit Facility") to 37.5 basis points over LIBOR from 42.5 basis points over LIBOR. The revision to our rating also decreased the facility fee on our Credit Facility to 12.5 basis points from 15 basis points.
On May 15, 2006, we issued two tranches of senior unsecured notes totaling $800 million at a weighted average fixed interest rate of 5.93%. The first tranche is $400.0 million at a fixed interest rate of 5.75% due May 1, 2012 and the second tranche is $400.0 million at a fixed interest rate of 6.10% due May 1, 2016. We used the proceeds of the offering and the termination of forward-starting swap arrangements to reduce borrowings on our Credit Facility.
On August 29, 2006, we issued two tranches of senior unsecured notes totaling $1.1 billion at a weighted average fixed interest rate of 5.73%. The first tranche is $600.0 million at a fixed interest rate of 5.60% due September 1, 2011 and the second tranche is $500.0 million at a fixed interest rate of 5.875% due March 1, 2017. We used proceeds from the offering to reduce borrowings on our Credit Facility.
On December 12, 2006, we issued two tranches of senior unsecured notes totaling $1.25 billion at a weighted average fixed interest rate of 5.13%. The first tranche is $600.0 million at a fixed interest rate of 5.00% due March 1, 2012 and the second tranche is $650.0 million at a fixed interest rate of 5.25% due December 1, 2016. We used proceeds from the offering to reduce borrowings on our Credit Facility and reinvested the remainder of the proceeds of approximately $577.4 million to be used for general working capital purposes.
Credit Facility. Other significantSignificant draws on our Credit Facility$3.5 billion credit facility during the twelve-month period ended December 31, 20062007 were as follows:
Draw Date | Draw Amount | Use of Credit Line Proceeds | |||
---|---|---|---|---|---|
01/03/06 | $ | 59,075 | Repayment of a Term Loan (CPG Partners, L.P.), which had a rate of 7.26%. | ||
01/06/06 | 140,000 | Repayment of a mortgage, which had a rate of LIBOR plus 137.5 basis points. | |||
01/20/06 | 300,000 | Repayment of unsecured notes, which had a fixed rate of 7.375%. | |||
03/27/06 | 600,000 | Early repayment of the $1.8 billion facility we used to finance our acquisition of Chelsea in 2004. | |||
04/03/06 | 58,000 | Repayment of two secured mortgages which each bore interest at 8.25%. | |||
11/01/06 | 200,000 | Repayment of the preferred stock issued to fund the redemption of our Series F Preferred Stock. | |||
11/15/06 | 250,000 | Repayment of unsecured notes, which had a fixed rate of 6.875%. |
Draw Date | Draw Amount | Use of Credit Line Proceeds | |||
---|---|---|---|---|---|
02/16/07 | $ | 600,000 | Borrowing to partially fund a $1.187 billion loan to Mills. | ||
03/29/07 | 550,000 | Borrowing to fund our equity commitment for the Mills acquisition and to fund a loan to SPG-FCM. | |||
04/17/07 | 140,000 | Borrowing to fund a loan to SPG-FCM. | |||
06/28/07 | 181,000 | Borrowing to fund a loan to SPG-FCM. | |||
07/31/07 | 557,000 | Borrowing to fund a loan to SPG-FCM. | |||
08/23/07 | 105,000 | Borrowing to fund a property acquisition | |||
09/20/07 | 180,000 | Borrowing to fund SPG Medium Term Note payoff. | |||
10/22/07 | 125,000 | Borrowing to fund repayment of Chelsea unsecured note, which had a fixed rate of 7.25%. | |||
11/01/07 | 90,000 | Borrowing to partially fund redemption of Series L preferred stock. | |||
11/15/07 | 550,000 | Borrowing to partially fund repayment of unsecured notes, which had a fixed rate of 6.38%. |
Other amounts drawn on our Credit Facilitycredit facility were primarily for general working capital purposes. We repaid a total of $2.8$2.6 billion on our Credit Facilitycredit facility during the year ended December 31, 2006.2007. The total outstanding balance on our Credit Facilityof the credit facility as of December 31, 20062007 was $305.1 million,$2.4 billion, and the maximum amount outstanding during the year was approximately $2.0$2.6 billion. During the year ended December 31, 2006,2007, the weighted average outstanding balance on our Credit Facilityof the credit facility was approximately $1.1$1.4 billion. The amount outstanding as of December 31, 2007 includes $553.6 million in Euro and Yen-denominated borrowings.
Acquisition Facility. We On October 4, 2007, we exercised the $500 million accordion feature of our credit facility, increasing the revolving borrowing capacity from $3.0 billion to $3.5 billion. The expanded capacity includes an increase of $125.0 million to $875.0 million for the multi-currency tranche for Euro, Yen and Simon Property borrowed $1.8 billion in 2004Sterling borrowings. The credit facility is available through January 11, 2011, including a one-year extension at our option. The credit facility bears a rate of 37.5 basis points over the LIBOR rate applicable to financeour borrowings, which averaged 5.25% and 5.10% for the cash portion of the acquisition of Chelsea. As disclosed above, this facility has been fully repaid.years ended December 31, 2007 and 2006, respectively, for U.S. dollar-denominated borrowings.
Secured Debt
Mortgages and Other Indebtedness. The balance of fixed and variable rate mortgage notes was $4.4$5.3 billion and $4.6$4.4 billion as of December 31, 2007 and 2006, and 2005, respectively, including related premiums.respectively. Of the 20062007 amount, $4.3$5.2 billion is nonrecourse to us. The fixed-rate mortgages generally require monthly payments of principal and/or interest. The interest rates of variable-rate mortgages are typically based on LIBOR. During the twelve-month period ended December 31, 2006,2007, we repaid $275.8$191.3 million in mortgage loans, unencumbering four properties.
As a result of the acquisition of our partner's 50%Mills by SPG-FCM, we now hold a majority ownership interest in Mall of Georgia on November 1, 2006, we now own 100% of the mallGwinnett Place and the Property wasTown Center at Cobb, and as a result they were consolidated as of the acquisition date. This included the consolidation of two mortgages secured by Gwinnett Place of $35.6 million and $79.2 million at fixed rates of 7.54% and 7.25%, respectively, and two mortgages secured by Town Center at Cobb of $45.4 million and $60.3 million at fixed rates of 7.54% and 7.25%, respectively. On May 23, 2007, we refinanced Gwinnett Place and Town Center at Cobb with $115.0 million and $280.0 mortgages at fixed rates of 5.68% and 5.74%, respectively.
We placed a $200.0 million fixed-rate mortgage on Independence Center, a regional mall property, on July 10, 2007, which matures on July 10, 2017, and bears a rate of 5.94%.
As a result of the Property's $192.0acquisition of Las Americas Premium Outlets on August 23, 2007, we recorded its $180.0 million 7.09% fixed-rate mortgage.mortgage that matures June 11, 2016 and bears a rate of 5.84%.
Debt Maturity and Other
Our scheduled principal repayments on indebtedness as of December 31, 20062007 are as follows:
2007 | $ | 1,683,966 | ||||
2008 | 809,667 | $ | 809,667 | |||
2009 | 1,653,486 | 1,654,043 | ||||
2010 | 2,001,021 | 2,292,483 | ||||
2011 | 2,309,420 | 4,355,900 | ||||
2012 | 2,202,532 | |||||
Thereafter | 6,882,596 | 5,865,046 | ||||
Total principal maturities | 15,340,156 | 17,179,671 | ||||
Net unamortized debt premium and other | 54,333 | 39,003 | ||||
Total mortgages and other indebtedness | $ | 15,394,489 | $ | 17,218,674 | ||
Our cash paid for interest in each period, net of any amounts capitalized, was as follows:
| For the Year Ended December 31, | ||||||||
---|---|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2004 | ||||||
Cash paid for interest | $ | 845,964 | $ | 822,906 | $ | 648,984 |
| For the Year Ended December 31, | ||||||||
---|---|---|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | ||||||
Cash paid for interest | $ | 983,219 | $ | 845,964 | $ | 822,906 |
Derivative Financial Instruments
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, or in the case of a fair value hedge, effectively convert fixed rate debt to variable rate debt. We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains
and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.
We may enter into treasury lock agreements as part of an anticipated debt issuance. If the anticipated transaction does not occur, the cost is charged to net income. Upon completion of the debt issuance, the cost of these instruments is recorded as part of accumulated other comprehensive income and is amortized to interest expense over the life of the debt agreement.
As of December 31, 2006,2007, we have reflected the fair value of outstanding consolidated derivatives in other liabilities for $9.4$6.8 million. In addition, we recorded the benefits from our treasury lock and interest rate hedge
agreements in accumulated other comprehensive income and the unamortized balance of these agreements is $5.7$4.4 million as of December 31, 2006.2007. The net benefits from terminated swap agreements are also recorded in accumulated other comprehensive income and the unamortized balance is $12.2$10.7 million as of December 31, 2006.2007. As of December 31, 2006,2007, our outstanding LIBOR based derivative contracts consistconsisted of:
Within the next twelve months, we expect to reclassify to earnings approximately $4.3$0.9 million of income of the current balance held in accumulated other comprehensive income. The amount of ineffectiveness relating to fair value and cash flow hedges recognized in income during the periods presented was not material.
Fair Value of Financial Instruments
The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimatedestimate the fair values of combinedconsolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. The fair values of financial instruments and our related discount rate assumptions used in the estimation of fair value for our consolidated fixed-rate mortgages and other indebtedness as of December 31 is summarized as follows:
| 2006 | 2005 | 2007 | 2006 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fair value of fixed-rate mortgages and other indebtedness | $ | 14,479,171 | $ | 12,078,531 | $ | 14,741,949 | $ | 14,479,171 | ||||||
Average discount rates assumed in calculation of fair value | 6.53 | % | 6.11 | % | 5.16 | % | 6.53 | % |
Simon Property Group, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Dollars in thousands, except unit and per unit amounts and where indicated as in millions or billions)
9. Rentals under Operating Leases
Future minimum rentals to be received under noncancelable tenant operating leases for each of the next five years and thereafter, excluding tenant reimbursements of operating expenses and percentage rent based on tenant sales volume as of December 31, 20062007 are as follows:
2007 | $ | 1,619,178 | ||||
2008 | 1,491,243 | $ | 1,771,729 | |||
2009 | 1,339,472 | 1,666,698 | ||||
2010 | 1,163,250 | 1,493,630 | ||||
2011 | 976,740 | 1,312,011 | ||||
2012 | 1,126,972 | |||||
Thereafter | 2,921,770 | 3,486,524 | ||||
$ | 9,511,653 | $ | 10,857,564 | |||
Approximately 0.8%0.6% of future minimum rents to be received are attributable to leases with an affiliate of a limited partner in the Operating Partnership.
10. Partners' Equity
Mezzanine Equity. Preferred units whose redemption is outside our control have been classified as temporary equity in the accompanying consolidated balance sheets. Such units are described in the following paragraph.
7.75%/8.00% Cumulative Redeemable Preferred Units. During 2003, in connection with the purchase of additional interest in Kravco, we issued 7.75%/8.00% Cumulative Redeemable Preferred Units (the "7.75% Preferred Units") that accrue cumulative distributions at a rate of 7.75% of the liquidation value for the period beginning December 5, 2003, and ending December 31, 2004, 8.00% of the liquidation value for the period beginning January 1, 2005, and ending December 31, 2009, 10.00% of the liquidation value for the period beginning January 1, 2010, and ending December 31, 2010, and 12% of the liquidation value thereafter. These distributions are payable quarterly in arrears. A holder may require the Operating Partnershipus to repurchase the 7.75% Preferred Unitspreferred units on or after January 1, 2009, or any time the aggregate liquidation value of the outstanding units exceeds 10% of the book value of our partners' equity of the Operating Partnership. The Operating Partnershipequity. We may redeem the 7.75% Preferred Unitspreferred units on or after January 1, 2011, or earlier upon the occurrence of certain tax triggering events. Our intent is to redeem these units after January 1, 2009, after the occurrence of a tax-triggering event, which we expect to be in 2009. The redemption price is the liquidation value plus accrued and unpaid distributions, payable in cash or interest in one or more properties mutually agreed upon.
Unit Issuances and Repurchases
In 2006, five2007, nine limited partners exchanged 86,8001,692,474 units for a likean equal number of shares of common stock of Simon Property. We issued an equal number of units to Simon Property, increasing Simon Property'sits interest in us.
We issued 414,659231,025 units to Simon Property related to employee and director stock options exercised during 2006.2007. We used the net proceeds from the option exercises of approximately $14.9$7.6 million for general working capital purposes.
Beginning on April 3, 2006, holdersOn July 26, 2007, the Simon Property Board of Directors authorized a common stock repurchase program under which Simon Property may purchase up to $1.0 billion of its common stock over the next twenty-four months as market conditions warrant. Simon Property may purchase the shares in the open market or in privately negotiated transactions. During 2007, Simon Property repurchased 572,000 shares at an average price of $86.11 per share of its common stock as part of this program. As Simon Property repurchased shares, we repurchased an equal number of units from Simon Property. Simon Property's share repurchase program has remaining availability of approximately $950.7 million at December 31, 2007.
Holders of our Series I 6% Convertible Perpetual Preferredconvertible perpetual preferred units ("Series I Preferred Units") could elect tocan currently convert theirthese preferred units during the year into units pursuant to the preferred unit agreement.units. During the twelve months ended December 31, 2006, 283,9072007, 65,907 Series J preferred units of Series I Preferred Units were converted into 222,933 units of Simon Property.51,987 units.
Preferred Units
The following table summarizes each of the authorized series of our preferred units of the Operating Partnershipoutstanding during 2007 or 2006 as of December 31:
| 2006 | 2005 | ||||
---|---|---|---|---|---|---|
Series B 6.5% convertible preferred units, 5,000,000 authorized, none issued and outstanding | $ | — | $ | — | ||
Series C 7.00% cumulative convertible preferred units, 2,700,000 units authorized, 261,683 and 1,410,760 issued and outstanding | 7,327 | 39,502 | ||||
Series D 8.00% cumulative redeemable preferred units, 2,700,000 units authorized, 1,425,573 issued and outstanding | 42,767 | 42,767 | ||||
Series E 8.00% cumulative redeemable preferred units, 1,000,000 units authorized, none issued and outstanding | — | — | ||||
Series F 8.75% cumulative redeemable preferred units, 8,000,000 units authorized, 0 and 8,000,000 issued and outstanding to the general partner | — | 192,989 | ||||
Series G 7.89% cumulative step-up premium rate convertible preferred units, 3,000,000 units authorized, issued and outstanding to the general partner | 148,843 | 148,256 | ||||
Series H Variable Rate Preferred Units, 3,328,540 units authorized, none issued and outstanding | — | — | ||||
6% Series I Convertible Perpetual Preferred Units, 19,000,000 units authorized, 17,716,918 and 18,012,202 issued and outstanding | 885,847 | 900,610 | ||||
Series J 83/8% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 796,948 issued and outstanding, including unamortized premium of 6,842 and 7,170 in 2006 and 2005, respectively. | 46,689 | 47,018 | ||||
Series K Variable Rate Redeemable Preferred Units, 8,000,000 units authorized, none issued and outstanding | — | — | ||||
7.5% Cumulative Redeemable Preferred Units, 260,000 authorized, 255,373 issued and outstanding | 25,537 | 25,537 | ||||
$ | 1,157,010 | $ | 1,396,679 | |||
| 2007 | 2006 | ||||
---|---|---|---|---|---|---|
Series C 7.00% Cumulative Convertible Preferred Units, 2,700,000 units authorized, 100,818 and 261,683 issued and outstanding | $ | 2,823 | $ | 7,327 | ||
Series D 8.00% Cumulative Redeemable Preferred Units, 2,700,000 units authorized, 1,418,307 and 1,425,573 issued and outstanding | 42,549 | 42,767 | ||||
Series G 7.89% Cumulative Step-up Premium Rate Convertible Preferred Units, 3,000,000 units authorized, 3,000,000 issued and outstanding to the general partner at 2006, none at 2007 | — | 148,843 | ||||
6% Series I Convertible Perpetual Preferred Units, 19,000,000 units authorized, 17,039,611 and 17,716,918 issued and outstanding | 851,981 | 885,847 | ||||
Series J 83/8% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 796,948 issued and outstanding, including unamortized premium of $6,514 and $6,842 in 2007 and 2006, respectively. | 46,361 | 46,689 | ||||
7.5% Cumulative Redeemable Preferred Units, 260,000 authorized, 255,373 issued and outstanding | 25,537 | 25,537 | ||||
$ | 969,251 | $ | 1,157,010 | |||
Series B Convertible Preferred Units. During 2003, all The following series of thepreferred units were previously issued, but there were no outstanding units of our 6.5%such series issued and outstanding at during 2007 or 2006: Series B 6.5% Convertible Preferred Units were either converted into common units or were redeemed at a redemption price of $106.34 per unit. We issued an aggregate of 1,628,400 common units to the holders who exercised their conversion rights. The remaining 18,340(5,000,000 units); Series B preferred units were redeemed for cash.E 8.00% Cumulative Redeemable Preferred Units (1,000,000 units); Series F 8.75% Cumulative Redeemable Preferred Units (8,000,000 units); Series H Variable Rate Preferred Units (3,328,540 units), Series K Variable Rate Redeemable Preferred Units (8,000,000 units); and Series L Variable Rate Redeemable Preferred Units (6,000,000 units).
Series C 7.00% Cumulative Convertible Preferred Units. Each Series C 7.00% cumulative convertible preferred unit has a liquidation value of $28.00 and accrues cumulative distributions at a rate of $1.96 annually, payable quarterly in arrears. The Series C preferred units are convertible at the holders' option on or after August 27, 2004, into either a like number of shares of 7.00% Cumulative Convertible Preferred Stock of Simon Property with terms substantially identical to the Series C preferred units or into units at a ratio of 0.75676 to one provided that the closing stock price of Simon Property common stock exceeds $37.00 for any three consecutive trading days prior to the conversion date. The Operating PartnershipWe may redeem the Series C preferred units at their liquidation value plus accrued and unpaid distributions on or after August 27, 2009, payable in units. In the event of the death of a holder of Series C preferred units, or the occurrence of certain tax triggering events, the Operating Partnershipwe may be required to redeem the Series C preferred units at their liquidation value payable at theour option of the Operating Partnership in either cash (the payment of which may be made in four equal annual installments) or common units. In 2006, 42 unitholdersDuring 2007, holders converted 1,149,077160,865 of the preferred units into common121,727 units.
Series D 8.00% Cumulative Redeemable Preferred Units. Each Series D 8.00% cumulative redeemable preferred unit has a liquidation value of $30.00 and accrues cumulative distributions at a rate of $2.40 annually, which is payable quarterly in arrears. The Series D preferred units are each paired with one Series C preferred unit or the units into which the Series C
preferred units may be converted. The Operating PartnershipWe may redeem the Series D preferred units at their liquidation value plus accrued and unpaid distributions on or after August 27, 2009, payable in either new preferred units of the Operating Partnership having the same terms as the Series D preferred units, except that the distribution coupon rate would be reset to a market rate, or in units. The Series D preferred units are convertible at the holder's option on or after August 27, 2004, into 8.00% Cumulative Redeemable Preferred Stock of Simon Property with terms substantially identical to the Series D preferred units. In the event of the death of a holder or the occurrence of certain tax triggering events, the Operating Partnershipwe may be required to redeem the Series D preferred units owned by such holder at their liquidation value payable at theour option of the Operating Partnership in either cash (the payment of which may be made in four equal annual installments) or common units.
Series E 8.00% Cumulative Redeemable Preferred Units. Each Series E 8.00% cumulative redeemable preferred unit has a liquidation value During 2007, one holder redeemed 7,266 of $25.00 per unit and accrues cumulative distributions at the rate of $2.00 annually. The corresponding series of Simon Property preferred stock was redeemable beginning August 27, 2004, at $25.00 per share plus accrued dividends. The carrying value was being accreted to the liquidation value over the non-redeemable period. If the corresponding series of preferred stock is redeemed, the Series E preferred units would also be redeemed. The Series E Cumulative Redeemable Preferred Units were redeemed on November 10, 2004, at the liquidation value of $25 per unit.
Series F 8.75% Cumulative Redeemable Preferred Units. The Series F 8.75% cumulative redeemable preferred units (the "Series F Preferred Units") were redeemable at any time on or after September 29, 2006, at a liquidation value of $25.00 per unit (payable solely out of the sale proceeds of other capital shares of Simon Property, which may include other series of preferred shares), plus accrued and unpaid dividends. Effective October 4, 2006, we redeemed all 8,000,000 units of our Series F Preferred Units at a liquidation preference of $25.00 per unit plus accrued dividends. Funds to redeem the Series F Preferred Units were obtained through the issuance of a new series of preferred units issued to Simon Property (Series K). These preferred units were subsequently repurchased prior to year end with borrowings from the Credit Facility. We recorded a $7.0 million charge to net income during the fourth quarter of 2006 related to this redemption.for $218.
Series G 7.89% Cumulative Step-Up Premium Rate Preferred Units. Each Series G 7.89% cumulative step-up premium rateWe redeemed this class of preferred unit has a liquidation value of $50.00 and currently accrues distributions at the rate of $3.945 annually. Beginning October 1, 2012, the annual distribution rate increases to $4.945. Management intends to redeem the corresponding series ofunits from Simon Property preferred stock prior to October 1, 2012. Beginning September 30, 2007, Simon Property may redeem the corresponding preferred stock in whole or in part, using the proceedsconnection with its redemption of other capital stock of Simon Property, at the liquidation value of $50.00 per share, plus accrued dividends. If the correspondinga series of preferred stock is redeemed, the Series G preferred units would also be redeemed.
Series H Variable Rate Preferred Units. To fund the redemption of the Series B Preferred Units, we issued 3,328,540 units of Series H Variable Rate Preferred Units to Simon Property for $83.2 million. We repurchased 3,250,528 units of the Series H preferred units for $81.3 million on December 17, 2003. On January 7, 2004, we repurchased the remaining 78,012 units for $1.9 million.having identical terms.
Series I 6% Convertible Perpetual Preferred Units. On October 14, 2004, the Operating Partnershipwe issued 18,015,506 Series I 6% Convertible Perpetual Preferred Units inconvertible perpetual preferred units as part of our acquisition of the former Chelsea Acquisition.Property Group. Distributions are made quarterly, at an annual rate of 6% per unit. On or after October 14, 2009, the Operating Partnership haswe have the option to redeem the Series I Preferred Units,preferred units, in whole or in part, for cash only at a liquidation preference of $50.00 per unit plus accumulated and unpaid distributions. However, if the redemption date falls between the record date and the distribution payment date, the redemption price will be equal to only the liquidation preference per unit, and will not
include any amount of distributions declared and payable on the corresponding distribution payment date. The redemption may occur only if, for 20 trading days within a period of 30 consecutive trading days ending on the trading day before notice of redemption is issued, the closing price per share of common stock exceeds 130% of the applicable conversion price. The Series I Preferred Unitspreferred units are convertible into a number of fully paid and non-assessable common units upon the occurrence of a conversion triggering event. A conversion triggering event includes the following: (a) if we call the Series I Preferred Units are calledpreferred units for redemption by the Operating Partnership;redemption; or, (b) if Simon Property is a party to a consolidation, merger, binding share exchange, or sale of all or substantially all of its assets; or, (c) if the closing sale price of Simon Property's common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter exceeds 125% of the applicable conversion price. If the closing price condition is not met at the end of any fiscal quarter, then conversions are not permitted in the following fiscal quarter. If a holder of Series I Preferred Unitspreferred units converts its Series I Preferred Unitspreferred units into common units, then the holder may also elect to convert those units into common stock of Simon Property, on a one-for-one basis in accordance with our partnership agreement. The holder of Series I Preferred Unitspreferred units also has the option to exchange the Series I Preferred Unitspreferred units for an equal number of shares of Series I Preferred Stockpreferred stock of Simon Property; however, the Operating Partnershipwe may elect to pay cash in lieu of the shares of Series I Preferred Stock of Simon Property.conversion. In 2006,2007, holders of Series I Preferred Stockpreferred units exchanged 230,486289,090 Series I Preferred Unitspreferred units for an equal number of shares of Series I Preferred Stockpreferred stock of Simon Property. In prior years, prior to 2006, 573,466803,952 Series I Preferred Unitspreferred units were exchanged for an equal number of shares of Series I Preferred Stockpreferred stock of Simon Property.
As of December 31, 2006,2007, the conversion trigger price of $79.27$78.71 had been met and each Series I Preferred Unit became convertible into 0.788460.794079 of a common unit beginning January 2, 2007, through March 30, 2007.31, 2008. During the twelve months ended December 31, 2006, the conversion trigger price was met beginning March 31, 2006, resulting in the conversion of 283,9072007, 65,907 Series I Preferred Unitspreferred units were converted into 222,93351,987 units.
Series J 83/8% Cumulative Redeemable Preferred Units. On October 14,We issued this series of preferred units in 2004 we issued 796,948 unitsto replace a series of Series JChelsea preferred units. Distributions accrue quarterly at an annual rate of 83/8% Cumulative Redeemable Preferred Units in replacement of an existingper unit. We can redeem this series, of Chelsea preferred units in the Chelsea Acquisition. On or after October 15, 2027, the Series J Preferred Units, in whole or in part, may be redeemed at our optionon and after October 15, 2027 at a redemption price payable in cash, of $50.00 per unit, (payable solely out of the sale proceeds of other capital shares of Simon Property, which may include other series of preferred shares), plus accumulated and unpaid distributions. The Series J Preferred Units are not convertible or exchangeable for any other property or securities of the Operating Partnership. The Series J Preferred Stock wasThese preferred units were issued at a premium of $7,553 as of the date of theour acquisition of Chelsea.
Series K Variable Rate Redeemable Preferred Units. ToWe issued this series of preferred units to Simon Property to fund theits redemption of thea Series F Preferred Unitsof preferred stock having identical terms in the fourth quarter of 2006, we issued 8,000,0002006. We later repurchased all outstanding units of this series in the same quarter at the original issue price.
Series KL Variable Rate Redeemable Preferred Units for $200.0 millionUnits. We issued this series of preferred units to Simon Property. DuringProperty to fund its redemption of a Series preferred stock having identical terms in the fourth quarter weof 2007. We later repurchased all 8,000,000outstanding units of these preferred unitsthis series at the sameoriginal issue price.
7.5% Cumulative Redeemable Preferred Units. The Operating PartnershipWe issued 7.5% Cumulative Redeemable Preferred Units (the "7.5% Preferred Units")this series of preferred units in connection with the purchase of an additional interest in Kravco.a joint venture. The 7.5% Preferred Unitspreferred units accrue cumulative dividendsquarterly distributions at a rate of $7.50 annually, which is payable quarterly in arrears. The Operating Partnershipannually. We may redeem the 7.5% Preferred Unitspreferred units on or after November 10, 2013, unless there is the occurrence of certain tax triggering events such as death of the initial unitholder,holder, or the transfer of any units to any person or entity other than the persons or entities entitled to the benefits of the original holder. The 7.5% Preferred Units' redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or shares of Simon Property our common stock. In the event of the death of a holder of the 7.5% Preferred Units,preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the preferred unitholderholder may require the Operating Partnershipus to redeem the 7.5% Preferred Unitspreferred units at the same redemption price payable at theour option of the Operating Partnership in either cash or shares of Simon Property common stock.units.
Notes Receivable from Former CPI Stockholders
Notes receivable of $17,261$17,199 from former Corporate Property Investors, Inc. ("CPI") stockholders resulted from securities issued under CPI's executive compensation program and were assumed in our merger with CPI. These notes are reflected as a deduction from capital in excess of par value in the consolidated statements of stockholders' equity in the accompanying financial statements. The notes do not bear interest and become due at the time the underlying shares are sold.
Note Receivable from Simon Property
In 1999, Simon Property borrowed $92.8 million from us at 7.8% interest with a maturity of December 2009. Simon Property used the proceeds to purchase a non-controlling 88% interest in one Property. Simon Property contributed its interest in the Property to us in exchange for 3,617,070 units. The note receivable from Simon Property was recorded as a reduction of partners' equity. The amount of interest earned during 2004 was $7,046.
On January 1, 2005, Simon Property assigned the economic rights of Ocean County Mall, the only Property held directly by Simon Property, to the Operating Partnershipus in exchange for 1,602,821 common units and the settlement of an $88.8 million note receivable. The Property is nowWe consolidated with the Operating Partnership.this property in our financial statements. The assignment was a final step to align the ownership interests in the properties acquired as a result of the merger with Corporate Properties Inc. in 1998 and the acquisition of the Northshore Mall in 1999.
The Simon Property Group 1998 Stock Incentive Plan]Plan
We, along with Simon Property, have a stock incentive plan (the "1998 Plan"plan"), which provides for the grant of awards with respect to the equity of Simon Property during a ten-year period, in the form of options to purchase shares of Simon Property common stock ("Options"), stock appreciation rights ("SARs"), restricted stock grants and performance unit awards (collectively, "Awards"). Options may be granted which are qualified as "incentive stock options" within the meaning of Section 422 of the Code and Options which are not so qualified. An aggregate of 11,300,000 shares of common stock have been reserved for issuance under the 1998 Plan.plan. Additionally, the partnership agreement requires Simon Property to sell shares to us, at fair value, sufficient to satisfy the exercising of stock options, and for Simon Property to purchase Unitscommon units for cash in an amount equal to the fair market value of such shares.shares issued on the exercise of stock options.
Administration. The 1998 Planplan is administered by Simon Property's Compensation Committee (the "Committee").of the Board of Directors. The Committee, at its sole discretion,committee determines which eligible individuals may participate and the type, extent and terms of the Awardsawards to be granted to them. In addition, the Committeecommittee interprets the 1998 Planplan and makes all other determinations deemed advisable for the administration of the 1998 Plan.its administration. Options granted to employees ("Employee Options") become exercisable over the period determined by the Committee.committee. The exercise price of an Employee Optionemployee option may not be less than the fair market value of the shares on the date of grant. Employee Optionsoptions generally vest over a three-year period and expire ten years from the date of grant. Since 2001, Simon Property has not granted Employee Options,any options to employees, except for a series of reload options we assumed as part of a prior business combination, since 2001.combination.
Automatic Awards For Eligible Directors. The 1998 Plan providsplan provides for automatic annual grants of restricted stock to directors of Simon Property who are not employees of affiliates of Simon Property ("Eligible Directors"). Prior to May 11, 2006, each Eligible Directoreligible director received on the first day of the first calendar month following his or her initial election as a director, a grant of 1,000 shares of restricted stock annually. Thereafter, as of the date of each annual meeting of Simon Property's stockholders, Eligible Directorseligible directors who were re-elected as directors received a grant of 1,000 shares of restricted stock. In addition, Eligible Directorseligible directors who served as chairpersons of the standing committees of the Board received an additional annual grant in the amount of 500 shares of restricted stock (in the case of the Audit Committee) or 300 shares of restricted stock (in the case of all other standing committees).
Each awardAwards of restricted stock issued prior to May 11, 2006 vested in four equal annual installments on January 1 of each year, beginning in the year following the year in which the award occurred. If a director otherwise ceased to serve as a director before vesting, the unvested portion of the award terminated. Any unvested portion of a restricted stock award vested if the director died or became disabled while in office or has served a minimum of five annual terms as a director, but only if the Compensation Committeecommittee or the full Board of Directors determines that such vesting is appropriate. The restricted stock also vested in the event of a "Change"change in Control.control."
EffectivePursuant to an amendment to the 1998 plan approved by the stockholders effective May 11, 2006, each Eligible Directoreligible director now receives on the first day of the first calendar month following his or her initial election as a director, an award of restricted stock with a value of $82,500 (pro-rated for partial years of service). Thereafter, as of the date of each annual meeting of the Company's stockholders, Eligible Directorseligible directors who are re-elected as directors receive an award of restricted stock having a value of $82,500. In addition, Eligible Directorseligible directors who serve as chairpersons of the standing committees of the Board of Directors (excluding the Executive Committee) receive an additional annual award of restricted stock having a value of $10,000 (in the case of the Audit Committee) or $7,500 (in the case of all other standing committees). The Lead Director also receives an annual restricted stock award having a value of $12,500. The restricted stock will vestvests in full after one year.
Once vested, the delivery of anythe shares with respect to aof restricted stock award (including reinvested dividends) is deferred under ourSimon Property's Director Deferred Compensation Plan until the director retires, dies or becomes disabled or otherwise no longer serves as a director. The Eligible Directorsdirectors may vote and are entitled to receive dividends on the shares underlying the restricted stock awards;shares; however, any dividends on the shares underlyingof restricted stock awards must be reinvested in shares of common stock and held in the Director Deferred Compensation Plandeferred compensation plan until the shares underlyingof a restricted stock award are delivered to the former director.
In addition to automatic awards, Eligible Directorseligible directors may be granted discretionary awards under the 1998 Plan.plan.
Restricted Stock. The 1998 Planplan also provides for shares of restricted common stock of Simon Property to be granted to certain employees at no cost to those employees, subject to achievement of certain financial and return-based performance measures established by the Compensation Committee related to the most recent year's performance (the "Restricted Stock Program"). Restricted Stock Program grants vestsvest annually over a four-year period (25% each year) beginning on January 1 of the year following the year in which the restricted stock award is granted. The cost of restricted stock grants, which is based upon the stock's fair market value on the grant date, is charged to partners' equity and subsequently amortized against our earnings over the vesting period. Through December 31, 2006,2007, a total of 4,238,8124,461,537 shares of restricted stock, net of forfeitures, have been awarded under the plan. Information regarding restricted stock awards are summarized in the following table for each of the years presented:
| For the Year Ended December 31, | For the Year Ended December 31, | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2004 | 2007 | 2006 | 2005 | ||||||||||||
Restricted stock shares awarded during the year, net of forfeitures | 415,098 | 400,541 | 365,602 | 222,725 | 415,098 | 400,541 | ||||||||||||
Weighted average grant price of shares granted during the year | $ | 84.33 | $ | 61.01 | $ | 56.86 | ||||||||||||
Weighted average fair value of shares granted during the year | $ | 120.55 | $ | 84.33 | $ | 61.01 | ||||||||||||
Amortization expense for all awards vesting during the year | $ | 23,369 | $ | 14,320 | $ | 11,935 | $ | 26,779 | $ | 23,369 | $ | 14,320 |
The weighted average life of our outstanding options as of December 31, 2006,2007, is 3.62.8 years. Information relating to Director Options and Employee Options from December 31, 2003,2004, through December 31, 2006,2007, is as follows:
| Director Options | Employee Options | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
| Options | Weighted Average Exercise Price Per Share | Options | Weighted Average Exercise Price Per Share | ||||||
Shares under option at December 31, 2003 | 92,360 | $ | 27.48 | 1,852,033 | $ | 26.16 | ||||
Granted and other (1) | — | N/A | 263,884 | 49.79 | ||||||
Exercised | (28,070 | ) | 29.13 | (364,873 | ) | 27.05 | ||||
Forfeited | — | N/A | (55,018 | ) | 24.15 | |||||
Shares under option at December 31, 2004 | 64,290 | $ | 26.75 | 1,696,026 | $ | 29.71 | ||||
Granted | — | N/A | 18,000 | 61.48 | ||||||
Exercised | (22,860 | ) | 25.25 | (183,604 | ) | 27.20 | ||||
Forfeited | (3,930 | ) | 25.51 | (2,500 | ) | 25.54 | ||||
Shares under option at December 31, 2005 | 37,500 | $ | 27.80 | 1,527,922 | $ | 30.39 | ||||
Granted | — | N/A | 70,000 | 90.87 | ||||||
Exercised | (18,000 | ) | 27.68 | (396,659 | ) | 36.02 | ||||
Forfeited | (3,000 | ) | 24.25 | (3,000 | ) | 24.47 | ||||
Shares under option at December 31, 2006 | 16,500 | $ | 28.57 | 1,198,263 | $ | 32.07 | ||||
| Outstanding | | | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exercisable | ||||||||||||
| | Weighted Average Remaining Contractual Life in Years | | ||||||||||
Director Options: Range of Exercise Prices | Options | Weighted Average Exercise Price Per Share | Options | Weighted Average Exercise Price Per Share | |||||||||
$22.26-$33.68 | 16,500 | 3.07 | $ | 28.57 | 16,500 | $ | 28.57 | ||||||
Total | 16,500 | $ | 28.57 | 16,500 | $ | 28.57 | |||||||
| Outstanding | | | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exercisable | ||||||||||||
| | Weighted Average Remaining Contractual Life in Years | | ||||||||||
Employee Options: Range of Exercise Prices | Options | Weighted Average Exercise Price Per Share | Options | Weighted Average Exercise Price Per Share | |||||||||
$22.36-$30.38 | 989,539 | 3.35 | $ | 25.24 | 989,539 | $ | 25.24 | ||||||
$30.39-$46.97 | 59,749 | 7.10 | $ | 46.97 | 59,749 | $ | 46.97 | ||||||
$46.98-$63.51 | 78,975 | 5.24 | $ | 54.27 | 78,975 | $ | 54.27 | ||||||
$63.52-$90.87 | 70,000 | 1.72 | $ | 90.87 | — | N/A | |||||||
Total | 1,198,263 | $ | 32.07 | 1,128,263 | $ | 28.42 | |||||||
| Director Options | Employee Options | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
| Options | Weighted Average Exercise Price Per Share | Options | Weighted Average Exercise Price Per Share | ||||||
Shares under option at December 31, 2004 | 64,290 | $ | 26.75 | 1,696,026 | $ | 29.71 | ||||
Granted | — | N/A | 18,000 | 61.48 | ||||||
Exercised | (22,860 | ) | 25.25 | (183,604 | ) | 27.20 | ||||
Forfeited | (3,930 | ) | 25.51 | (2,500 | ) | 25.54 | ||||
Shares under option at December 31, 2005 | 37,500 | $ | 27.80 | 1,527,922 | $ | 30.39 | ||||
Granted | — | N/A | 70,000 | 90.87 | ||||||
Exercised | (18,000 | ) | 27.68 | (396,659 | ) | 36.02 | ||||
Forfeited | (3,000 | ) | 24.25 | (3,000 | ) | 24.47 | ||||
Shares under option at December 31, 2006 | 16,500 | $ | 28.57 | 1,198,263 | $ | 32.07 | ||||
Granted | — | N/A | 23,000 | 99.03 | ||||||
Exercised | (16,500 | ) | 28.57 | (214,525 | ) | 32.62 | ||||
Forfeited | — | — | — | — | ||||||
Shares under option at December 31, 2007 | — | $ | — | 1,006,738 | $ | 33.48 | ||||
| Outstanding | | | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exercisable | ||||||||||||
| | Weighted Average Remaining Contractual Life in Years | | ||||||||||
Employee Options: Range of Exercise Prices | Options | Weighted Average Exercise Price Per Share | Options | Weighted Average Exercise Price Per Share | |||||||||
$22.36 - $30.38 | 820,939 | 2.63 | $ | 25.10 | 820,939 | $ | 25.10 | ||||||
$30.39 - $46.97 | 59,749 | 6.10 | $ | 46.97 | 59,749 | $ | 46.97 | ||||||
$46.98 - $63.51 | 33,050 | 6.18 | $ | 50.17 | 33,050 | $ | 50.17 | ||||||
$63.52 - $99.03 | 93,000 | 0.85 | $ | 92.89 | 70,000 | 90.87 | |||||||
Total | 1,006,738 | $ | 33.48 | 983,738 | $ | 31.95 | |||||||
We also maintain a tax-qualified retirement 401(k) savings plan and offer no other postretirement or post employment benefits to our employees.
Exchange Rights
Limited partners in the Operating Partnership have the right to exchange all or any portion of their units for shares of Simon Property common stock on a one-for-one basis or cash, as selected by the Board.Simon Property. 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 Property's common stock at that time. At December 31, 2006, we had reserved 79,592,963 shares of Simon Property common stock for possible issuance upon the exchange of units, exercise of options of Simon Property common stock, and conversion of Simon Property Class B and C common stock and certain convertible preferred stock of Simon Property.
11. Commitments and Contingencies
Litigation
OnIn November 15,of 2004, the Attorneys General of Massachusetts, New Hampshire and Connecticut filed complaints in their respective state Superior Courtscourts against us and our affiliate, SPGGC, Inc., alleging that the sale of co-branded, bank-issued gift cards sold in certain Propertiesof our properties violated gift certificate statutes and consumer protection laws in those states. Each of these suits seeks injunctive relief, unspecified civil penalties and disgorgement of any fees determined to be improperly charged to consumers. We filed our own actions for declaratory judgment actionsrelief in Federal district courts in each of the three states. We have also been named as a defendant in two other state court proceedings in New York which have been brought by private parties as purported class actions. They allege violation of state consumer protection and contract laws and seek a variety of remedies, including unspecified damages and injunctive relief.
With respect to the New Hampshire litigation, on August 1,In 2006, we received a judgment in our favor in the Federal district court in New Hampshire granted our motion for summary judgment and heldHampshire. The First Circuit Court of Appeals affirmed that ruling on May 30, 2007, holding that the current gift card program that has been in existence since September 1, 2005 is a banking product and state law regulation is preempted by Federalfederal banking laws. However,The First Circuit Court of Appeals did not, however, rule on the Attorney General's appealquestion of this judgment in our favor in Federal district court in New Hampshire is pending.whether the gift card program as it existed prior to January 1, 2005, was similarly exempt from state regulation. In February 2007, we entered into a voluntary, no-fault settlement agreement regarding the elements ofwith the New Hampshire action which related to the program that existed before September 1, 2005. This settlement did not have a significant impact on the results of our operations.
In addition, we are a defendant in three other proceedingsAttorney General relating to the gift card program. Eachprogram in New Hampshire as it existed prior to January 1, 2005. The New Hampshire litigation was dismissed at that time.
In October 2007, the Second Circuit Court of Appeals issued a ruling in the three proceedings has beencase brought by the Connecticut Attorney General holding that the Connecticut gift card statute could be applied to the gift card program as a purported class actionit existed prior to January 1, 2005, and alleges violationcould prohibit the charging of state consumer protection laws, state abandoned property and contract laws or state statutes regardingadministrative fees but could not prohibit the use of expiration dates on gift certificates or gift cards and seeks a variety of remedies including unspecified damages and injunctive relief.cards.
We believe that we have viable defenses under both state and federal laws to the above pending gift card actions.actions in Massachusetts, Connecticut and New York. Although it is not possible to provide any assurance of the ultimate outcome of any of these pending actions, management does not believe that an adverse outcome wouldthey will have aany material adverse effectaffect on our financial position, results of operations or cash flow.
As previously disclosed, we were a defendant in a suit brought against us by a partner in a partnership in which we previously held ownership in, Mall of America Associates (MOAA). Effective November 2, 2006, all parties agreed to settle the lawsuit and all claims with no settlement payment due by either party. Prior to that date we were a beneficial interest holder in the operations of MOAA which entitled us the right to receive cash flow distributions and capital transaction proceeds, or approximately a 25% interest in the underlying mall operations. Concurrently with the settlement of the litigation, the Simon family partner in MOAA sold its interest in MOAA and we received $102.2 million of capital transaction proceeds related to this transaction, terminating our beneficial interests, and resulting in a gain of $86.5 million.
We are involved in various other legal proceedings that arise in the ordinary course of our business. We believe that such routine litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.
Lease Commitments
As of December 31, 2006,2007, a total of 3230 of the consolidated Propertiesproperties are subject to ground leases. The termination dates of these ground leases range from 20072009 to 2090. These ground leases generally require us to make payments of a fixed annual rent, or a fixed annual rent plus a participating percentage over a base rate based upon the revenues or total sales of the property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense included in other expense and discontinued operations as follows:
| For the Year Ended December 31, | ||||||||
---|---|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2004 | ||||||
Ground lease expense | $ | 29,301 | $ | 25,584 | $ | 20,689 |
| For the Year Ended December 31, | ||||||||
---|---|---|---|---|---|---|---|---|---|
| 2007 | 2006 | 2005 | ||||||
Ground lease expense | $ | 30,499 | $ | 29,301 | $ | 25,584 |
Future minimum lease payments due under such ground leases for years ending December 31, excluding applicable extension options, are as follows:
2007 | $ | 16,790 | ||||
2008 | 17,036 | $ | 16,839 | |||
2009 | 16,963 | 16,689 | ||||
2010 | 16,746 | 16,435 | ||||
2011 | 16,721 | 16,471 | ||||
2012 | 16,585 | |||||
Thereafter | 705,710 | 686,378 | ||||
$ | 789,966 | $ | 769,397 | |||
Insurance
We maintain commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our Properties.properties in the United States through wholly-owned captive insurance entities and other self-insurance mechanisms. Rosewood Indemnity, Ltd, aLtd. and Bridgwood Insurance Company, Ltd. are our wholly-owned subsidiary of our management company, hascaptive insurance subsidiaries, and have agreed to indemnify our general liability carrier for a specific layer of losses.losses for the properties that are covered under these arrangements. The carrier has, in turn, agreed to provide evidence of coverage for this layer of losses under the terms and conditions of the carrier's policy. A similar policy written through Rosewood Indemnity, Ltd.these captive insurance entities also provides initial coverage for property insurance and certain windstorm risks at the Propertiesproperties located in Florida.coastal windstorm locations.
The events of September 11, 2001 affected ourWe currently maintain insurance programs. Although insurance rates remain high, since the President signed into law the Terrorism Risk Insurance Act (TRIA) in November of 2002, the pricecoverage against acts of terrorism insurance has steadily decreased, whileon all of our properties in the available capacity has been substantially increased. We have purchased terrorism insurance covering all Properties. The program provides limitsUnited States on an "all risk" basis in the amount of up to $1 billion per occurrence for Certified (Foreign)certified foreign acts of terrorism and $500 million per occurrence for Non-Certified (Domestic)non-certified domestic acts of terrorism. The current federal laws which provide this coverage is written on an "all risk" policy form that eliminatesare expected to operate through 2014. Despite the policy aggregates associated withexistence of this insurance coverage, any threatened or actual terrorist attacks in high profile markets could adversely affect our previous terrorism policies. In December of 2005, the President signed into law the Terrorism Risk Insurance Extension Act (TRIEA) of 2005, thereby extending the federal terrorism insurance backstop through 2007. TRIEA narrows termsproperty values, revenues, consumer traffic and conditions afforded by TRIA for 2006 and 2007 by: 1) excluding lines of coverage for commercial automobile, surety, burglary and theft, farm owners' multi-peril and professional liability; 2) raising the certifiable event trigger mechanism from $5 million to $50 million in 2006 and $100 million in 2007; and, 3) increasing the deductibles and co-pays assigned to insurance companies.tenant sales.
Guarantees of Indebtedness
Joint venture debt is the liability of the joint venture, and is typically secured by the joint venture Property,property, which is non-recourse to us. As of December 31, 2006,2007, we havehad loan guarantees and other guarantee obligations of $43.6$132.5 million and $19.0$60.6 million, respectively, to support our total $3.5$6.6 billion share of joint venture mortgage and other
indebtedness in the event the joint venture partnership defaults under the terms of the underlying arrangement. Mortgages which are guaranteed by us are secured by the property of the joint venture and that property could be sold in order to satisfy the outstanding obligation.
Concentration of Credit Risk
We are subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the risks normally associated with changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rate and foreign currency levels, the availability of financing, and potential liability under environmental and other laws. Our regional malls, Premium Outlet centers, The Mills, and community/lifestyle centers rely heavily upon anchor tenants like most retail properties. Four retailers occupied 474 of the approximately 1,000 anchor stores in the Propertiesproperties as of December 31, 2006.2007. An affiliate of one of these retailers is aone of our limited partnerpartners.
Simon Property Group, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Dollars in the Operating Partnership.thousands, except unit and per unit amounts and where indicated as in millions or billions)
11. Commitments and Contingencies (Continued)
Limited Life Partnerships
FASB Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150") establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability. The effective date of a portion of the Statement has been indefinitely postponed by the FASB. We have certain transactions, arrangements, or financial instruments that have been identified that appear to meet the criteria for liability recognition in accordance with paragraphs 9 and 10 under SFAS 150 due to the finite life of certain joint venture arrangements. However, SFAS 150 requires disclosure of the estimated settlement value of these non-controlling interests. As of December 31, 20062007 and 2005,2006, the estimated settlement value of these non-controlling interests was approximately $145 million and $175 million, respectively. The minority interest amount recognized as a liability on the consolidated balance sheets related to these non-controlling interests was approximately $14 million and $145$15 million as of December 31, 2007 and 2006, respectively.
12. Related Party Transactions
Our management company provides management, insurance, and other services to Melvin Simon & Associates, Inc. ("MSA"), a related party, and other non-owned properties. Amounts for services provided by our management company and its affiliates to our unconsolidated joint ventures and other related parties were as follows:
| For the Year Ended December 31, | For the Year Ended December 31, | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2004 | 2007 | 2006 | 2005 | ||||||||||||
Amounts charged to unconsolidated joint ventures | $ | 62,879 | $ | 58,450 | $ | 59,500 | $ | 95,564 | $ | 62,879 | $ | 58,450 | ||||||
Amounts charged to properties owned by related parties | 9,494 | 9,465 | 9,694 | 5,049 | 9,494 | 9,465 |
During 2007, we recorded interest income and financing fee income of $39.1 million and $17.4 million, respectively, net of inter-entity eliminations, related to the loans that we have provided to Mills and SPG-FCM and lending financing services to those entities and the properties in which they hold an ownership interest.
13. Recently Issued Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 153, "Exchanges of Nonmonetary Assets — an amendment of Accounting Principles Board ("APB") Opinion No. 29." SFAS No. 153 requires exchanges of productive assets to be accounted for at fair value, rather than at carryover basis, unless: (a) neither the asset received nor the asset surrendered has a fair value that is determinable within reasonable limits; or (b) the transactions lack commercial substance. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of this Statement did not have a material impact on our financial position or results of operations.
In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which revises SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123(R) supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees," and amends SFAS No. 95, "Statement of Cash Flows." This Statement requires that a public entity measure the cost of equity-based service awards based on the grant date fair value of the award. All share-
based payments to employees, including grants of employee stock options, are required to be recognized in the income statement based on their fair value. SFAS No. 123(R) is effective as of the beginning of the first annual reporting period after June 15, 2005. Other than the reclassification of the unamortized portion of the restricted stock awards to capital in excess of par in the consolidated balance sheets, the adoption of this Statement did not have a material impact on our financial position or results of operations. We began expensing the vested portion of stock option awards to the recipients in the consolidated statements of operations in 2002.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." SFAS No. 154 is a replacement of APB Opinion No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements." This Statement requires voluntary changes in accounting to be accounted for retrospectively and all prior periods to be restated as if the newly adopted policy had always been used, unless it is impracticable. APB Opinion No. 20 previously required most voluntary changes in accounting to be recognized by including the cumulative effect of the change in accounting in net income in the period of change. This Statement also requires a change in method of depreciation, amortization or depletion for a long-lived asset be accounted for as a change in estimate that is affected by a change in accounting principle. SFAS No. 154 is effective for fiscal years beginning after December 15, 2005. The adoption of this Statement did not have a material impact on our financial position or results of operations.
In June 2005, the FASB ratified its consensus in EITF Issue 04-05, "Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights" (Issue 04-05). The effective date for Issue 04-05 is June 29, 2005 for all new or modified partnerships and January 1, 2006 for all other partnerships for the applicable provisions. The adoption of the provisions of EITF 04-05 did not have a material impact on our financial position or results of operations.
In June 2005, the FASB ratified its consensus in EITF 05-06, "Determining the Amortization Period of Leasehold Improvements" (Issue 05-06). The effective date for Issue 05-06 is June 29, 2005. The adoption of the provisions of EITF 05-06 did not have a material impact on our financial position or results of operations.
During 2005, the FASB issued Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations — an interpretation of FASB Statement No. 143, Asset Retirement Obligations" ("FIN 47"). FIN 47 provides clarification of the term "conditional asset retirement obligation" as used in SFAS 143, defined as a legal obligation to perform an asset retirement activity in which the timing or method of settlement are conditional on a future event that may or may not be within our control. Under this standard, we must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. FIN 47 became effective for our year ended December 31, 2005. The adoption of FIN 47 did not have a material adverse effect on our consolidated financial statements. Certain of our real estate assets contain asbestos. The asbestos is appropriately contained, in accordance with current environmental regulations, and we have no current plans to remove the asbestos. If these properties were demolished, certain environmental regulations are in place which specify the manner in which the asbestos must be handled and disposed. Because the obligation to remove the asbestos has an indeterminable settlement date, we are not able to reasonably estimate the fair value of this asset retirement obligation.
In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on description, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 becomesbecame effective on January 1, 2007. We do not expectThe adoption of FIN 48 will have a materialhad no impact on our financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". SFAS 157 is definitional and disclosure oriented and addresses how companies should approach measuring fair value when required by GAAP; it does not create or modify any current GAAP requirements to apply fair value accounting. The standardStandard provides a single definition for fair value that is to be applied consistently for all accounting applications, and also generally describes and prioritizes according to reliability the methods and inputs used in valuations. SFAS 157 prescribes various disclosures about financial statement categories and amounts which are measured at fair value, if such disclosures are not already specified elsewhere in GAAP. The new measurement and disclosure requirements of SFAS 157 are effective for us in the first quarter of 2008. The FASB deferred application of certain elements of SFAS No. 157 relating to non-financial assets and liabilities. We do not expect the provisions of SFAS 157 that we are required to adopt in 2008 will have a significant impact on our results of operations or financial position.
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations", and SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements". SFAS No. 141(R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141(R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We do not expect the adoption of SFAS 157No. 141(R) or SFAS No. 160 will have a significant impact on our results of operations or financial position.
14. Quarterly Financial Data (Unaudited)
Quarterly 20062007 and 20052006 data is summarized in the table below and, as disclosed in Note 3, the amounts have been reclassified from previously disclosed amounts duein accordance with the discontinued operations provisions of SFAS No. 144 and reflect dispositions through December 31, 2007. The amounts presented for income from continuing operations, income from continuing operations per unit — Basic, and income from continuing operations per unit — Diluted for the third quarter of 2007 are not equal to the sale of propertiessame amounts previously reported in 2005. The results of operations of these sold properties were reclassified to discontinued operations:
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
2006 | ||||||||||||
Total revenue | $ | 787,649 | $ | 798,738 | $ | 818,736 | $ | 927,031 | ||||
Operating income | 299,204 | 310,049 | 321,324 | 389,652 | ||||||||
Income from continuing operations | 156,841 | 130,134 | 144,794 | 287,314 | ||||||||
Net income available to unitholders | 131,605 | 104,788 | 119,554 | 258,964 | ||||||||
Income from continuing operations per unit — Basic | $ | 0.47 | $ | 0.37 | $ | 0.43 | $ | 0.93 | ||||
Net income per unit — Basic | $ | 0.47 | $ | 0.37 | $ | 0.43 | $ | 0.93 | ||||
Income from continuing operations per unit — Diluted | $ | 0.47 | $ | 0.37 | $ | 0.43 | $ | 0.92 | ||||
Net income per unit — Diluted | $ | 0.47 | $ | 0.37 | $ | 0.43 | $ | 0.92 | ||||
Weighted average units outstanding | 279,083,336 | 279,464,253 | 279,573,123 | 280,136,765 | ||||||||
Diluted weighted average units outstanding | 279,056,438 | 280,349,471 | 280,444,727 | 281,004,599 | ||||||||
2005 | ||||||||||||
Total revenue | $ | 741,969 | $ | 752,082 | $ | 783,012 | $ | 889,790 | ||||
Operating income | 269,595 | 288,824 | 298,837 | 348,167 | ||||||||
Income from continuing operations | 94,797 | 102,646 | 109,324 | 150,561 | ||||||||
Net income available to unitholders | 72,730 | 196,829 | 94,218 | 146,804 | ||||||||
Income from continuing operations per unit — Basic | $ | 0.25 | $ | 0.27 | $ | 0.30 | $ | 0.45 | ||||
Net income per unit — Basic | $ | 0.26 | $ | 0.70 | $ | 0.34 | $ | 0.53 | ||||
Income from continuing operations per unit — Diluted | $ | 0.25 | $ | 0.27 | $ | 0.30 | $ | 0.44 | ||||
Net income per unit — Diluted | $ | 0.26 | $ | 0.70 | $ | 0.34 | $ | 0.52 | ||||
Weighted average units outstanding | 280,808,793 | 279,762,141 | 279,728,163 | 278,888,828 | ||||||||
Diluted weighted average units outstanding | 281,703,813 | 280,645,415 | 280,660,452 | 279,812,045 |
15. Subsequent Event — Acquisition of The Mills Corporation
On February 16,the September 30, 2007 SPG-FCM Ventures, LLC ("SPG-FCM"),Form 10-Q filed with the Securities and Exchange Commission as a newly formed joint venture owned 50% by the Operating Partnership and 50% by funds managed by Farallon Capital Management, L.L.C. ("Farallon"), entered into a definitive merger agreement with The Mills Corporation ("Mills") pursuant to which SPG-FCM will acquire Mills for $25.25 per common share in cash. The total valueresult of the transaction is approximately $1.64 billion for alladditional property sales which occurred in the fourth quarter of 2007 and resulted in losses on dispositions being reflected in discontinued operations. Income from continuing operations, income from continuing operations per unit — Basic, and income from continuing operations per unit — Diluted as previously reported in the September 30, 2007
the outstanding common stock of MillsForm 10-Q were $227,532, $0.74, and common units of The Mills Limited Partnership ("Mills LP") not owned by Mills,$0.74, respectively, and approximately $7.3 billion, including assumed debtare presented below as $236,470, $0.77, and preferred stock.
The acquisition will be completed through a cash tender offer at $25.25 per share for all outstanding shares of Mills common stock, which is expected to conclude in late March or early April 2007. If successful, the tender offer will be followed by a merger in which all shares not acquired in the offer will be converted into the right to receive the offer price. Completion of the tender offer is subject$0.77, respectively. All other amounts previously reported are equal to the receipt of valid tenders of sufficient shares to result in ownership of a majority of Mills' fully diluted common shares and the satisfaction of other customary conditions. Mills LP common unitholders will receive $25.25 per unit in cash, subject to certain qualified unitholders having the option to exchange their units for limited partnership units of the Operating Partnership based upon a fixed exchange ratio of 0.211 Operating Partnership units for each unit of Mills LP.
In connection with the proposed transaction, we made a loan to Mills on February 16, 2007 to permit it to repay a loan facility provided by a previous bidder for Mills. The $1.188 billion loan to Mills carries a rate of LIBOR plus 270 basis points. The loan facility also permits Mills to borrow an additional $365 million on a revolving basis for working capital requirements and general corporate purposes. We or an affiliate of Mills will serve as the manager for all or a portion of the 38 properties that SPG-FCM will acquire an interest in following the completion of the tender offer.
We will be required to provide at least 50% of the funds necessary to complete the tender offer and any additional amounts required to complete the acquisition of Mills. We have and intend to obtain all funds necessary to fulfill our equity requirement for SPG-FCM, as well as any funds that we have or will provide in the form of loans to Mills, from available cash and the Credit Facility.reported below.
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
2007 | ||||||||||||
Total revenue | $ | 852,141 | $ | 855,932 | $ | 907,145 | $ | 1,035,581 | ||||
Operating income | 348,966 | 333,551 | 378,699 | 473,849 | ||||||||
Income from continuing operations | 144,066 | 95,248 | 236,470 | 185,918 | ||||||||
Net income available to common unitholders | 98,381 | 59,917 | 164,937 | 112,929 | ||||||||
Income from continuing operations per unit—Basic | $ | 0.44 | $ | 0.27 | $ | 0.77 | $ | 0.60 | ||||
Net income per unit — Basic | $ | 0.44 | $ | 0.27 | $ | 0.74 | $ | 0.51 | ||||
Income from continuing operations per unit — Diluted | $ | 0.44 | $ | 0.27 | $ | 0.77 | $ | 0.60 | ||||
Net income per unit — Diluted | $ | 0.44 | $ | 0.27 | $ | 0.74 | $ | 0.51 | ||||
Weighted average units outstanding | 280,858,656 | 281,282,172 | 281,028,487 | 280,944,298 | ||||||||
Diluted weighted average units outstanding | 281,716,125 | 281,119,027 | 281,774,055 | 281,617,542 | ||||||||
2006 | ||||||||||||
Total revenue | $ | 787,649 | $ | 798,738 | $ | 818,736 | $ | 927,031 | ||||
Operating income | 299,204 | 310,049 | 321,324 | 389,652 | ||||||||
Income from continuing operations | 122,461 | 101,282 | 112,950 | 226,750 | ||||||||
Net income available to common unitholders | 104,017 | 82,868 | 94,592 | 204,668 | ||||||||
Income from continuing operations per unit — Basic | $ | 0.47 | $ | 0.37 | $ | 0.43 | $ | 0.93 | ||||
Net income per unit — Basic | $ | 0.47 | $ | 0.37 | $ | 0.43 | $ | 0.93 | ||||
Income from continuing operations per unit — Diluted | $ | 0.47 | $ | 0.37 | $ | 0.43 | $ | 0.92 | ||||
Net income per unit — Diluted | $ | 0.47 | $ | 0.37 | $ | 0.43 | $ | 0.92 | ||||
Weighted average units outstanding | 279,083,336 | 279,464,253 | 279,573,123 | 280,136,765 | ||||||||
Diluted weighted average units outstanding | 279,056,438 | 280,349,471 | 280,444,727 | 281,004,599 |
Pursuant to the requirements of Section 13 or 15 (d)15(d) of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIMON PROPERTY GROUP, L.P. | |||
By | /s/ DAVID SIMON David Simon Chairman of the Board of Directors and Chief Executive Officer of Simon Property Group, Inc., General Partner | ||
March 13, 2008 |
March 16, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantRegistrant and in the capacities and on the dates indicated.
Signature | Capacity | Date | ||
---|---|---|---|---|
/s/ DAVID SIMON David Simon | Chairman of the Board of Directors and Chief Executive Officer of (Principal Executive Officer) | March | ||
/s/ HERBERT SIMON Herbert Simon | Co-Chairman | March | ||
/s/ MELVIN SIMON Melvin Simon | Co-Chairman | March | ||
/s/ RICHARD S. SOKOLOV Richard S. Sokolov | President, Chief Operating Officer of Simon Property Group, Inc., General Partner and Director | March | ||
/s/ BIRCH BAYH Birch Bayh | Director | March | ||
/s/ MELVYN E. BERGSTEIN Melvyn E. Bergstein | Director | March | ||
/s/ LINDA WALKER BYNOE Linda Walker Bynoe | Director | March |
/s/ PIETER S. VAN DEN BERG Pieter S. van den Berg | Director | March | ||
/s/ REUBEN S. LEIBOWITZ Reuben S. Leibowitz | Director | March | ||
/s/ FREDRICK W. PETRI Fredrick W. Petri | Director | March | ||
/s/ J. ALBERT SMITH, JR. J. Albert Smith, Jr. | Director | March | ||
/s/ KAREN N. HORN Karen N. Horn | Director | March | ||
/s/ M. DENISE DEBARTOLO YORK M. Denise DeBartolo York | Director | March | ||
/s/ STEPHEN E. STERRETT Stephen E. Sterrett | Executive Vice President and Chief Financial Officer Simon Property Group, Inc., General Partner (Principal Financial Officer) | March | ||
/s/ JOHN DAHL John Dahl | Senior Vice President and Chief Accounting Officer Simon Property Group, Inc., General Partner (Principal Accounting Officer) | March |
SCHEDULE III
Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 20062007
(Dollars in thousands)
| | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | |||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name, Location | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | |||||||||||||||||||||||||||||||||||||||
Regional Malls | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Alton Square, Alton, IL | $ | — | $ | 154 | $ | 7,641 | $ | — | $ | 10,733 | $ | 154 | $ | 18,374 | $ | 18,528 | $ | 8,640 | 1993 (Note 4 | ) | |||||||||||||||||||||||||||||||||||||||
Anderson Mall, Anderson, SC | 28,635 | 1,712 | 15,227 | 1,363 | 9,753 | 3,075 | 24,980 | 28,055 | 11,301 | 1972 | $ | 28,206 | $ | 1,712 | $ | 15,227 | $ | 1,363 | $ | 16,055 | $ | 3,075 | $ | 31,282 | $ | 34,357 | $ | 11,989 | 1972 | ||||||||||||||||||||||||||||||
Arsenal Mall, Watertown, MA | 32,759 | 15,505 | 47,680 | — | 4,000 | 15,505 | 51,680 | 67,185 | 10,370 | 1999 (Note 4 | ) | 32,041 | 15,505 | 47,680 | — | 7,364 | 15,505 | 55,044 | 70,549 | 12,162 | 1999 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Bangor Mall, Bangor, ME | 22,038 | 5,478 | 59,740 | — | 4,953 | 5,478 | 64,693 | 70,171 | 10,574 | 2004 (Note 5 | ) | 80,000 | 5,478 | 59,740 | — | 7,495 | 5,478 | 67,235 | 72,713 | 13,692 | 2004 (Note 5) | ||||||||||||||||||||||||||||||||||||||
Barton Creek Square, Austin, TX | — | 2,903 | 20,929 | 7,983 | 56,732 | 10,886 | 77,661 | 88,547 | 30,532 | 1981 | — | 2,903 | 20,929 | 7,983 | 59,311 | 10,886 | 80,240 | 91,126 | 33,572 | 1981 | |||||||||||||||||||||||||||||||||||||||
Battlefield Mall, Springfield, MO | 97,839 | 3,919 | 27,231 | 3,225 | 59,011 | 7,144 | 86,242 | 93,386 | 36,191 | 1970 | 96,217 | 3,919 | 27,231 | 3,225 | 61,158 | 7,144 | 88,389 | 95,533 | 40,208 | 1970 | |||||||||||||||||||||||||||||||||||||||
Bay Park Square, Green Bay, WI | — | 6,358 | 25,623 | 4,133 | 21,884 | 10,491 | 47,507 | 57,998 | 14,380 | 1980 | — | 6,358 | 25,623 | 4,133 | 24,105 | 10,491 | 49,728 | 60,219 | 17,400 | 1980 | |||||||||||||||||||||||||||||||||||||||
Bowie Town Center, Bowie, MD | — | 2,710 | 65,044 | 235 | 4,995 | 2,945 | 70,039 | 72,984 | 15,244 | 2001 | — | 2,710 | 65,044 | 235 | 5,049 | 2,945 | 70,093 | 73,038 | 17,856 | 2001 | |||||||||||||||||||||||||||||||||||||||
Boynton Beach Mall, Boynton Beach, FL | — | 22,240 | 78,804 | 4,636 | 22,671 | 26,876 | 101,475 | 128,351 | 26,972 | 1985 | — | 22,240 | 78,804 | 4,666 | 24,444 | 26,906 | 103,248 | 130,154 | 29,795 | 1985 | |||||||||||||||||||||||||||||||||||||||
Brea Mall, Brea, CA | — | 39,500 | 209,202 | — | 19,297 | 39,500 | 228,499 | 267,999 | 53,969 | 1998 (Note 4 | ) | — | 39,500 | 209,202 | — | 22,018 | 39,500 | 231,220 | 270,720 | 61,250 | 1998 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Broadway Square, Tyler, TX | — | 11,470 | 32,431 | — | 12,750 | 11,470 | 45,181 | 56,651 | 15,683 | 1994 (Note 4 | ) | — | 11,470 | 32,431 | — | 16,004 | 11,470 | 48,435 | 59,905 | 17,359 | 1994 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Brunswick Square, East Brunswick, NJ | 85,659 | 8,436 | 55,838 | — | 25,583 | 8,436 | 81,421 | 89,857 | 25,371 | 1973 | 84,581 | 8,436 | 55,838 | — | 26,108 | 8,436 | 81,946 | 90,382 | 28,174 | 1973 | |||||||||||||||||||||||||||||||||||||||
Burlington Mall, Burlington, MA | — | 46,600 | 303,618 | — | 51,960 | 46,600 | 355,578 | 402,178 | 74,600 | 1998 (Note 4 | ) | — | 46,600 | 303,618 | 19,600 | 72,156 | 66,200 | 375,774 | 441,974 | 84,695 | 1998 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Castleton Square, Indianapolis, IN | — | 26,250 | 98,287 | 7,434 | 37,437 | 33,684 | 135,724 | 169,408 | 39,877 | 1972 | — | 26,250 | 98,287 | 7,434 | 65,375 | 33,684 | 163,662 | 197,346 | 44,713 | 1972 | |||||||||||||||||||||||||||||||||||||||
Century III Mall, West Mifflin, PA | 84,525 | 17,380 | 102,364 | 10 | 7,932 | 17,390 | 110,296 | 127,686 | 49,685 | 1979 | 83,261 | 17,380 | 102,364 | 10 | 8,089 | 17,390 | 110,453 | 127,843 | 55,625 | 1979 | |||||||||||||||||||||||||||||||||||||||
Charlottesville Fashion Square, Charlottesville, VA | — | — | 54,738 | — | 12,549 | — | 67,287 | 67,287 | 18,336 | 1997 (Note 4 | ) | — | — | 54,738 | — | 13,038 | — | 67,776 | 67,776 | 20,590 | 1997 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Chautauqua Mall, Lakewood, NY | — | 3,257 | 9,641 | — | 15,918 | 3,257 | 25,559 | 28,816 | 9,125 | 1971 | — | 3,257 | 9,641 | — | 16,211 | 3,257 | 25,852 | 29,109 | 9,987 | 1971 | |||||||||||||||||||||||||||||||||||||||
Chesapeake Square, Chesapeake, VA | 72,658 | 11,534 | 70,461 | — | 6,552 | 11,534 | 77,013 | 88,547 | 28,488 | 1989 | 71,771 | 11,534 | 70,461 | — | 7,286 | 11,534 | 77,747 | 89,281 | 31,720 | 1989 | |||||||||||||||||||||||||||||||||||||||
Cielo Vista Mall, El Paso, TX | 47,433 | 867 | 14,447 | 608 | 41,903 | 1,475 | 56,350 | 57,825 | 24,626 | 1974 | — | 1,005 | 15,262 | 608 | 42,336 | 1,613 | 57,598 | 59,211 | 27,745 | 1974 | |||||||||||||||||||||||||||||||||||||||
College Mall, Bloomington, IN | 43,340 | 1,003 | 16,245 | 722 | 35,821 | 1,725 | 52,066 | 53,791 | 20,919 | 1965 | 41,445 | 1,003 | 16,245 | 720 | 41,553 | 1,723 | 57,798 | 59,521 | 22,713 | 1965 | |||||||||||||||||||||||||||||||||||||||
Columbia Center, Kennewick, WA | — | 18,285 | 66,580 | — | 15,334 | 18,285 | 81,914 | 100,199 | 22,503 | 1987 | — | 17,441 | 66,580 | — | 20,271 | 17,441 | 86,851 | 104,292 | 25,290 | 1987 | |||||||||||||||||||||||||||||||||||||||
Copley Place, Boston, MA | 171,126 | 147 | 378,045 | — | 47,287 | 147 | 425,332 | 425,479 | 52,662 | 2002 (Note 4 | ) | 191,000 | — | 378,045 | — | 63,682 | — | 441,727 | 441,727 | 66,948 | 2002 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Coral Square, Coral Springs, FL | 85,740 | 13,556 | 93,630 | — | 3,594 | 13,556 | 97,224 | 110,780 | 35,736 | 1984 | 84,489 | 13,556 | 93,630 | — | 3,967 | 13,556 | 97,597 | 111,153 | 40,184 | 1984 | |||||||||||||||||||||||||||||||||||||||
Cordova Mall, Pensacola, FL | — | 18,626 | 73,091 | 7,321 | 24,542 | 25,947 | 97,633 | 123,580 | 22,512 | 1998 (Note 4 | ) | — | 18,626 | 73,091 | 7,321 | 30,317 | 25,947 | 103,408 | 129,355 | 25,640 | 1998 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Cottonwood Mall, Albuquerque, NM | — | 10,122 | 69,958 | — | 1,721 | 10,122 | 71,679 | 81,801 | 26,618 | 1996 | — | 10,122 | 69,958 | — | 2,656 | 10,122 | 72,614 | 82,736 | 28,290 | 1996 | |||||||||||||||||||||||||||||||||||||||
Crossroads Mall, Omaha, NE | 42,451 | 639 | 30,658 | 409 | 35,519 | 1,048 | 66,177 | 67,225 | 22,628 | 1994 (Note 4 | ) | 41,816 | 639 | 30,658 | 409 | 35,628 | 1,048 | 66,286 | 67,334 | 24,538 | 1994 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Crystal River Mall, Crystal River, FL | 15,341 | 5,661 | 20,241 | — | 5,024 | 5,661 | 25,265 | 30,926 | 7,647 | 1990 | 15,135 | 5,393 | 20,241 | — | 4,810 | 5,393 | 25,051 | 30,444 | 8,193 | 1990 | |||||||||||||||||||||||||||||||||||||||
DeSoto Square, Bradenton, FL | 64,153 | 9,011 | 52,675 | — | 7,592 | 9,011 | 60,267 | 69,278 | 18,764 | 1973 | 64,153 | 9,011 | 52,675 | — | 8,555 | 9,011 | 61,230 | 70,241 | 20,810 | 1973 | |||||||||||||||||||||||||||||||||||||||
Domain, The, Austin, TX | — | 39,503 | 183,630 | — | — | 39,503 | 183,630 | 223,133 | 6,573 | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||||
Edison Mall, Fort Myers, FL | — | 11,529 | 107,350 | — | 22,400 | 11,529 | 129,750 | 141,279 | 31,249 | 1997 (Note 4 | ) | — | 11,529 | 107,350 | — | 27,416 | 11,529 | 134,766 | 146,295 | 35,682 | 1997 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Fashion Mall at Keystone, Indianapolis, IN | 57,513 | — | 120,579 | — | 34,425 | — | 155,004 | 155,004 | 38,215 | 1997 (Note 4 | ) | — | — | 120,579 | — | 40,139 | — | 160,718 | 160,718 | 43,632 | 1997 (Note 4) | ||||||||||||||||||||||||||||||||||||||
Firewheel Town Center, Garland, TX | — | 11,551 | 82,627 | — | 10,227 | 11,551 | 92,854 | 104,405 | 5,116 | 2004 | — | 8,636 | 82,627 | — | 23,042 | 8,636 | 105,669 | 114,305 | 10,058 | 2004 | |||||||||||||||||||||||||||||||||||||||
Forest Mall, Fond Du Lac, WI | 17,000 | 728 | 4,491 | — | 8,082 | 728 | 12,573 | 13,301 | 6,030 | 1973 | 16,746 | 721 | 4,491 | — | 8,790 | 721 | 13,281 | 14,002 | 6,648 | 1973 | |||||||||||||||||||||||||||||||||||||||
Forum Shops at Caesars, The, Las Vegas, NV | 541,935 | — | 276,378 | — | 191,380 | — | 467,758 | 467,758 | 76,070 | 1992 | 533,470 | — | 276,378 | — | 198,757 | — | 475,135 | 475,135 | 92,336 | 1992 |
SCHEDULE III
Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 20062007
(Dollars in thousands)
| | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name, Location | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | |||||||||||||||||||||
Great Lakes Mall, Mentor, OH | — | 12,302 | 100,362 | — | 14,777 | 12,302 | 115,139 | 127,441 | 34,062 | 1961 | — | 12,302 | 100,362 | — | 10,384 | 12,302 | 110,746 | 123,048 | 37,583 | 1961 | |||||||||||||||||||||
Greenwood Park Mall, Greenwood, IN | 82,660 | 2,423 | 23,445 | 5,275 | 78,371 | 7,698 | 101,816 | 109,514 | 36,796 | 1979 | 80,130 | 2,423 | 23,445 | 5,275 | 111,180 | 7,698 | 134,625 | 142,323 | 39,570 | 1979 | |||||||||||||||||||||
Gulf View Square, Port Richey, FL | — | 13,690 | 39,991 | 2,023 | 18,516 | 15,713 | 58,507 | 74,220 | 18,331 | 1980 | — | 13,690 | 39,991 | 2,023 | 18,939 | 15,713 | 58,930 | 74,643 | 20,090 | 1980 | |||||||||||||||||||||
Gwinnett Place, Duluth, GA | 115,000 | 20,222 | 141,191 | — | 549 | 20,222 | 141,740 | 161,962 | 32,626 | 1998 (Note 5) | |||||||||||||||||||||||||||||||
Haywood Mall, Greenville, SC | — | 11,585 | 133,893 | 6 | 18,093 | 11,591 | 151,986 | 163,577 | 45,600 | 1998 (Note 4 | ) | — | 11,585 | 133,893 | 6 | 18,608 | 11,591 | 152,501 | 164,092 | 51,130 | 1998 (Note 4) | ||||||||||||||||||||
Independence Center, Independence, MO | — | 5,042 | 45,798 | — | 28,624 | 5,042 | 74,422 | 79,464 | 24,876 | 1994 (Note 4 | ) | 200,000 | 5,042 | 45,798 | — | 30,746 | 5,042 | 76,544 | 81,586 | 27,642 | 1994 (Note 4) | ||||||||||||||||||||
Ingram Park Mall, San Antonio, TX | 79,499 | 733 | 17,163 | 169 | 17,617 | 902 | 34,780 | 35,682 | 17,276 | 1979 | 78,372 | 733 | 17,163 | 73 | 18,447 | 806 | 35,610 | 36,416 | 18,668 | 1979 | |||||||||||||||||||||
Irving Mall, Irving, TX | — | 6,737 | 17,479 | 2,533 | 35,362 | 9,270 | 52,841 | 62,111 | 28,006 | 1971 | — | 6,737 | 17,479 | 2,533 | 37,362 | 9,270 | 54,841 | 64,111 | 29,393 | 1971 | |||||||||||||||||||||
Jefferson Valley Mall, Yorktown Heights, NY | — | 4,868 | 30,304 | — | 22,380 | 4,868 | 52,684 | 57,552 | 21,656 | 1983 | — | 4,868 | 30,304 | — | 23,716 | 4,868 | 54,020 | 58,888 | 23,792 | 1983 | |||||||||||||||||||||
Knoxville Center, Knoxville, TN | 60,201 | 5,006 | 21,617 | 3,712 | 34,229 | 8,718 | 55,846 | 64,564 | 23,340 | 1984 | 59,348 | 5,006 | 21,617 | 3,712 | 34,529 | 8,718 | 56,146 | 64,864 | 24,976 | 1984 | |||||||||||||||||||||
La Plaza Mall, McAllen, TX | — | 1,375 | 9,828 | 6,569 | 34,117 | 7,944 | 43,945 | 51,889 | 16,827 | 1976 | — | 1,375 | 9,828 | 6,569 | 36,392 | 7,944 | 46,220 | 54,164 | 18,843 | 1976 | |||||||||||||||||||||
Lafayette Square, Indianapolis, IN | — | 14,251 | 54,589 | 50 | 12,431 | 14,301 | 67,020 | 81,321 | 34,582 | 1968 | |||||||||||||||||||||||||||||||
Laguna Hills Mall, Laguna Hills, CA | — | 27,928 | 55,446 | — | 7,575 | 27,928 | 63,021 | 90,949 | 17,719 | 1997 (Note 4 | ) | — | 27,928 | 55,446 | — | 11,628 | 27,928 | 67,074 | 95,002 | 19,798 | 1997 (Note 4) | ||||||||||||||||||||
Lakeline Mall, Austin, TX | 64,999 | 10,088 | 81,568 | 14 | 2,883 | 10,102 | 84,451 | 94,553 | 27,834 | 1995 | — | 10,088 | 81,568 | 14 | 8,292 | 10,102 | 89,860 | 99,962 | 30,983 | 1995 | |||||||||||||||||||||
Lenox Square, Atlanta, GA | — | 38,213 | 492,411 | — | 40,709 | 38,213 | 533,120 | 571,333 | 121,013 | 1998 (Note 4 | ) | — | 38,213 | 492,411 | — | 56,412 | 38,213 | 548,823 | 587,036 | 137,573 | 1998 (Note 4) | ||||||||||||||||||||
Lima Mall, Lima, OH | — | 7,910 | 35,338 | — | 8,854 | 7,910 | 44,192 | 52,102 | 15,760 | 1965 | — | 7,662 | 35,338 | — | 9,285 | 7,662 | 44,623 | 52,285 | 17,202 | 1965 | |||||||||||||||||||||
Lincolnwood Town Center, Lincolnwood, IL | — | 7,907 | 63,480 | 28 | 6,759 | 7,935 | 70,239 | 78,174 | 29,933 | 1990 | — | 7,907 | 63,480 | 28 | 6,987 | 7,935 | 70,467 | 78,402 | 32,492 | 1990 | |||||||||||||||||||||
Livingston Mall, Livingston, NJ | — | 30,200 | 105,250 | — | 10,925 | 30,200 | 116,175 | 146,375 | 28,696 | 1998 (Note 4 | ) | — | 30,200 | 105,250 | — | 23,726 | 30,200 | 128,976 | 159,176 | 32,685 | 1998 (Note 4) | ||||||||||||||||||||
Longview Mall, Longview, TX | 31,814 | 259 | 3,567 | 124 | 7,120 | 383 | 10,687 | 11,070 | 4,796 | 1978 | 31,338 | 259 | 3,567 | 124 | 7,980 | 383 | 11,547 | 11,930 | 5,323 | 1978 | |||||||||||||||||||||
Mall of Georgia, Mill Creek, GA | 191,520 | 47,492 | 359,042 | — | 459 | 47,492 | 359,501 | 406,993 | 67,521 | 1999 (Note 5 | ) | 188,621 | 47,492 | 326,633 | — | 2,604 | 47,492 | 329,237 | 376,729 | 49,416 | 1999 (Note 5) | ||||||||||||||||||||
Maplewood Mall, Minneapolis, MN | — | 17,119 | 80,758 | — | 9,779 | 17,119 | 90,537 | 107,656 | 14,117 | 2002 (Note 4 | ) | — | 17,119 | 80,758 | — | 11,377 | 17,119 | 92,135 | 109,254 | 18,231 | 2002 (Note 4) | ||||||||||||||||||||
Markland Mall, Kokomo, IN | 22,509 | — | 7,568 | — | 7,891 | — | 15,459 | 15,459 | 7,435 | 1968 | 22,172 | — | 7,568 | — | 7,871 | — | 15,439 | 15,439 | 8,053 | 1968 | |||||||||||||||||||||
McCain Mall, N. Little Rock, AR | 22,148 | — | 9,515 | — | 10,255 | — | 19,770 | 19,770 | 13,902 | 1973 | — | — | 9,515 | — | 11,633 | — | 21,148 | 21,148 | 14,899 | 1973 | |||||||||||||||||||||
Melbourne Square, Melbourne, FL | — | 15,762 | 55,891 | 4,160 | 23,855 | 19,922 | 79,746 | 99,668 | 20,272 | 1982 | — | 15,762 | 55,891 | 4,160 | 25,376 | 19,922 | 81,267 | 101,189 | 23,049 | 1982 | |||||||||||||||||||||
Menlo Park Mall, Edison, NJ | — | 65,684 | 223,252 | — | 27,208 | 65,684 | 250,460 | 316,144 | 67,146 | 1997 (Note 4 | ) | — | 65,684 | 223,252 | — | 31,678 | 65,684 | 254,930 | 320,614 | 75,620 | 1997 (Note 4) | ||||||||||||||||||||
Midland Park Mall, Midland, TX | 32,860 | 687 | 9,213 | — | 10,467 | 687 | 19,680 | 20,367 | 10,975 | 1980 | 32,369 | 687 | 9,213 | — | 11,681 | 687 | 20,894 | 21,581 | 11,584 | 1980 | |||||||||||||||||||||
Miller Hill Mall, Duluth, MN | — | 2,537 | 18,092 | — | 21,927 | 2,537 | 40,019 | 42,556 | 21,647 | 1973 | — | 2,537 | 18,092 | — | 24,797 | 2,537 | 42,889 | 45,426 | 24,265 | 1973 | |||||||||||||||||||||
Montgomery Mall, Montgomeryville, PA | 92,508 | 27,105 | 86,915 | — | 2,889 | 27,105 | 89,804 | 116,909 | 15,896 | 2004 (Note 5 | ) | 91,018 | 27,105 | 86,915 | — | 17,675 | 27,105 | 104,590 | 131,695 | 19,713 | 2004 (Note 5) | ||||||||||||||||||||
Muncie Mall, Muncie, IN | — | 172 | 5,776 | 52 | 26,344 | 224 | 32,120 | 32,344 | 12,938 | 1970 | 7,518 | 172 | 5,776 | 52 | 27,255 | 224 | 33,031 | 33,255 | 14,479 | 1970 | |||||||||||||||||||||
Nanuet Mall, Nanuet, NY | — | 27,310 | 162,993 | — | 3,064 | 27,310 | 166,057 | 193,367 | 60,797 | 1998 (Note 4 | ) | — | 27,310 | 162,993 | — | 3,093 | 27,310 | 166,086 | 193,396 | 73,597 | 1998 (Note 4) | ||||||||||||||||||||
North East Mall, Hurst, TX | — | 128 | 12,966 | 19,010 | 142,405 | 19,138 | 155,371 | 174,509 | 47,806 | 1971 | — | 128 | 12,966 | 19,010 | 148,871 | 19,138 | 161,837 | 180,975 | 53,110 | 1971 | |||||||||||||||||||||
Northfield Square Mall, Bourbonnais, IL | 30,382 | 362 | 53,396 | — | 879 | 362 | 54,275 | 54,637 | 27,133 | 2004 (Note 5 | ) | 29,742 | 362 | 53,396 | — | 1,015 | 362 | 54,411 | 54,773 | 28,934 | 2004 (Note 5) | ||||||||||||||||||||
Northgate Mall, Seattle, WA | — | 24,392 | 115,992 | — | 56,894 | 24,392 | 172,886 | 197,278 | 38,071 | 1987 | — | 24,392 | 115,992 | — | 90,176 | 24,392 | 206,168 | 230,560 | 43,725 | 1987 | |||||||||||||||||||||
Northlake Mall, Atlanta, GA | 69,450 | 33,400 | 98,035 | — | 3,817 | 33,400 | 101,852 | 135,252 | 34,147 | 1998 (Note 4 | ) | 68,466 | 33,400 | 98,035 | — | 4,146 | 33,400 | 102,181 | 135,581 | 39,763 | 1998 (Note 4) | ||||||||||||||||||||
Northwoods Mall, Peoria, IL | — | 1,185 | 12,779 | 2,451 | 35,952 | 3,636 | 48,731 | 52,367 | 23,230 | 1983 | — | 1,185 | 12,779 | 2,451 | 36,223 | 3,636 | 49,002 | 52,638 | 25,609 | 1983 | |||||||||||||||||||||
Oak Court Mall, Memphis, TN | — | 15,673 | 57,304 | — | 7,940 | 15,673 | 65,244 | 80,917 | 18,163 | 1997 (Note 4 | ) | — | 15,673 | 57,304 | — | 8,740 | 15,673 | 66,044 | 81,717 | 20,180 | 1997 (Note 4) | ||||||||||||||||||||
Ocean County Mall, Toms River, NJ | — | 20,404 | 124,945 | — | 21,436 | 20,404 | 146,381 | 166,785 | 33,055 | 1998 (Note 4 | ) | — | 20,404 | 124,945 | — | 22,375 | 20,404 | 147,320 | 167,724 | 37,670 | 1998 (Note 4) |
SCHEDULE III
Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 20062007
(Dollars in thousands)
| | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name, Location | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | |||||||||||||||||||||
Orange Park Mall, Orange Park, FL | — | 12,998 | 65,121 | — | 36,972 | 12,998 | 102,093 | 115,091 | 30,684 | 1994 (Note 4 | ) | — | 12,998 | 65,121 | — | 37,497 | 12,998 | 102,618 | 115,616 | 34,195 | 1994 (Note 4) | ||||||||||||||||||||
Orland Square, Orland Park, IL | — | 35,514 | 129,906 | — | 18,978 | 35,514 | 148,884 | 184,398 | 40,219 | 1997 (Note 4 | ) | — | 35,514 | 129,906 | — | 20,444 | 35,514 | 150,350 | 185,864 | 45,341 | 1997 (Note 4) | ||||||||||||||||||||
Oxford Valley Mall, Langhorne, PA | 79,924 | 24,544 | 100,287 | — | 3,637 | 24,544 | 103,924 | 128,468 | 34,884 | 2003 (Note 4 | ) | 77,451 | 24,544 | 100,287 | — | 4,514 | 24,544 | 104,801 | 129,345 | 40,214 | 2003 (Note 4) | ||||||||||||||||||||
Paddock Mall, Ocala, FL | — | 11,198 | 39,727 | — | 8,657 | 11,198 | 48,384 | 59,582 | 14,057 | 1980 | — | 11,198 | 39,727 | — | 9,819 | 11,198 | 49,546 | 60,744 | 15,085 | 1980 | |||||||||||||||||||||
Palm Beach Mall, West Palm Beach, FL | 52,567 | 11,962 | 112,437 | — | 35,228 | 11,962 | 147,665 | 159,627 | 63,467 | 1967 | 51,781 | 11,962 | 112,437 | — | 36,378 | 11,962 | 148,815 | 160,777 | 73,921 | 1967 | |||||||||||||||||||||
Penn Square Mall, Oklahoma City, OK | 68,258 | 2,043 | 155,958 | — | 24,824 | 2,043 | 180,782 | 182,825 | 37,112 | 2002 (Note 4 | ) | 67,079 | 2,043 | 155,958 | — | 27,562 | 2,043 | 183,520 | 185,563 | 45,100 | 2002 (Note 4) | ||||||||||||||||||||
Pheasant Lane Mall, Nashua, NH | — | 3,902 | 155,068 | 528 | 9,048 | 4,430 | 164,116 | 168,546 | 38,549 | 2004 (Note 5 | ) | — | 3,902 | 155,068 | 550 | 12,940 | 4,452 | 168,008 | 172,460 | 43,225 | 2004 (Note 5) | ||||||||||||||||||||
Phipps Plaza, Atlanta, GA | — | 19,200 | 210,610 | — | 18,565 | 19,200 | 229,175 | 248,375 | 54,330 | 1998 (Note 4 | ) | — | 19,200 | 210,610 | — | 20,238 | 19,200 | 230,848 | 250,048 | 61,783 | 1998 (Note 4) | ||||||||||||||||||||
Plaza Carolina, Carolina, PR | 247,903 | 15,493 | 279,560 | — | 2,285 | 15,493 | 281,845 | 297,338 | 25,486 | 2004 (Note 4 | ) | 242,548 | 15,493 | 279,560 | — | 5,027 | 15,493 | 284,587 | 300,080 | 35,177 | 2004 (Note 4) | ||||||||||||||||||||
Port Charlotte Town Center, Port Charlotte, FL | 52,007 | 5,471 | 58,570 | — | 13,802 | 5,471 | 72,372 | 77,843 | 23,149 | 1989 | 51,517 | 5,471 | 58,570 | — | 15,153 | 5,471 | 73,723 | 79,194 | 25,667 | 1989 | |||||||||||||||||||||
Prien Lake Mall, Lake Charles, LA | — | 1,842 | 2,813 | 3,091 | 38,428 | 4,933 | 41,241 | 46,174 | 15,262 | 1972 | — | 1,842 | 2,813 | 3,091 | 38,012 | 4,933 | 40,825 | 45,758 | 16,581 | 1972 | |||||||||||||||||||||
Raleigh Springs Mall, Memphis, TN | — | 9,137 | 28,604 | — | 12,369 | 9,137 | 40,973 | 50,110 | 23,705 | 1971 | — | 9,137 | 28,604 | — | 12,983 | 9,137 | 41,587 | 50,724 | 29,294 | 1971 | |||||||||||||||||||||
Richardson Square Mall, Richardson, TX | — | 4,532 | 6,329 | 1,268 | 11,212 | 5,800 | 17,541 | 23,341 | 11,326 | 1977 | |||||||||||||||||||||||||||||||
Richmond Town Square, Richmond Heights, OH | 46,156 | 2,600 | 12,112 | — | 60,930 | 2,600 | 73,042 | 75,642 | 29,417 | 1966 | 45,466 | 2,600 | 12,112 | — | 61,013 | 2,600 | 73,125 | 75,725 | 33,480 | 1966 | |||||||||||||||||||||
River Oaks Center, Calumet City, IL | — | 30,884 | 101,224 | — | 8,507 | 30,884 | 109,731 | 140,615 | 28,895 | 1997 (Note 4 | ) | — | 30,884 | 101,224 | — | 10,460 | 30,884 | 111,684 | 142,568 | 32,388 | 1997 (Note 4) | ||||||||||||||||||||
Rockaway Townsquare, Rockaway, NJ | — | 44,116 | 212,257 | 27 | 15,575 | 44,143 | 227,832 | 271,975 | 52,983 | 1998 (Note 4 | ) | — | 44,116 | 212,257 | 27 | 21,162 | 44,143 | 233,419 | 277,562 | 59,870 | 1998 (Note 4) | ||||||||||||||||||||
Rolling Oaks Mall, San Antonio, TX | — | 2,141 | 38,609 | — | 12,927 | 2,141 | 51,536 | 53,677 | 22,608 | 1988 | — | 1,929 | 38,609 | — | 14,995 | 1,929 | 53,604 | 55,533 | 23,981 | 1988 | |||||||||||||||||||||
Roosevelt Field, Garden City, NY | — | 164,058 | 702,008 | 2,117 | 34,460 | 166,175 | 736,468 | 902,643 | 170,033 | 1998 (Note 4 | ) | — | 164,058 | 702,008 | 2,117 | 37,986 | 166,175 | 739,994 | 906,169 | 192,013 | 1998 (Note 4) | ||||||||||||||||||||
Ross Park Mall, Pittsburgh, PA | — | 23,541 | 90,203 | — | 32,153 | 23,541 | 122,356 | 145,897 | 42,901 | 1986 | — | 23,541 | 90,203 | — | 49,793 | 23,541 | 139,996 | 163,537 | 47,019 | 1986 | |||||||||||||||||||||
Santa Rosa Plaza, Santa Rosa, CA | — | 10,400 | 87,864 | — | 7,640 | 10,400 | 95,504 | 105,904 | 23,156 | 1998 (Note 4 | ) | — | 10,400 | 87,864 | — | 9,679 | 10,400 | 97,543 | 107,943 | 26,254 | 1998 (Note 4) | ||||||||||||||||||||
Shops at Mission Viejo, The, Mission Viejo, CA | — | 9,139 | 54,445 | 7,491 | 144,257 | 16,630 | 198,702 | 215,332 | 59,931 | 1979 | — | 9,139 | 54,445 | 7,491 | 145,094 | 16,630 | 199,539 | 216,169 | 66,893 | 1979 | |||||||||||||||||||||
South Hills Village, Pittsburgh, PA | — | 23,445 | 125,840 | — | 14,010 | 23,445 | 139,850 | 163,295 | 36,241 | 1997 (Note 4 | ) | — | 23,445 | 125,840 | — | 15,415 | 23,445 | 141,255 | 164,700 | 40,875 | 1997 (Note 4) | ||||||||||||||||||||
South Shore Plaza, Braintree, MA | — | 101,200 | 301,495 | — | 31,625 | 101,200 | 333,120 | 434,320 | 74,602 | 1998 (Note 4 | ) | — | 101,200 | 301,495 | — | 43,169 | 101,200 | 344,664 | 445,864 | 84,343 | 1998 (Note 4) | ||||||||||||||||||||
Southern Park Mall, Boardman, OH | — | 16,982 | 77,767 | 97 | 21,701 | 17,079 | 99,468 | 116,547 | 31,938 | 1970 | — | 16,982 | 77,767 | 97 | 22,785 | 17,079 | 100,552 | 117,631 | 35,154 | 1970 | |||||||||||||||||||||
SouthPark, Charlotte, NC | — | 32,141 | 188,004 | 100 | 155,864 | 32,241 | 343,868 | 376,109 | 47,155 | 2002 (Note 4 | ) | — | 32,141 | 188,004 | 100 | 163,731 | 32,241 | 351,735 | 383,976 | 61,481 | 2002 (Note 4) | ||||||||||||||||||||
St. Charles Towne Center, Waldorf, MD | — | 7,710 | 52,934 | 1,180 | 14,875 | 8,890 | 67,809 | 76,699 | 31,386 | 1990 | |||||||||||||||||||||||||||||||
St Charles Towne Center, Waldorf, MD | — | 7,710 | 52,934 | 1,180 | 27,269 | 8,890 | 80,203 | 89,093 | 33,572 | 1990 | |||||||||||||||||||||||||||||||
Stanford Shopping Center, Palo Alto, CA | 220,000 | — | 339,537 | — | 2,679 | — | 342,216 | 342,216 | 38,308 | 2003 (Note 4 | ) | 220,000 | — | 339,537 | — | 4,167 | — | 343,704 | 343,704 | 50,095 | 2003 (Note 4) | ||||||||||||||||||||
Summit Mall, Akron, OH | — | 15,374 | 51,137 | — | 18,762 | 15,374 | 69,899 | 85,273 | 22,127 | 1965 | 65,000 | 15,374 | 51,137 | — | 31,896 | 15,374 | 83,033 | 98,407 | 24,337 | 1965 | |||||||||||||||||||||
Sunland Park Mall, El Paso, TX | 35,315 | 2,896 | 28,900 | — | 6,286 | 2,896 | 35,186 | 38,082 | 17,569 | 1988 | 34,558 | 2,896 | 28,900 | — | 6,753 | 2,896 | 35,653 | 38,549 | 18,663 | 1988 | |||||||||||||||||||||
Tacoma Mall, Tacoma, WA | 126,763 | 37,803 | 125,826 | — | 28,390 | 37,803 | 154,216 | 192,019 | 44,934 | 1987 | 124,796 | 37,803 | 125,826 | — | 47,096 | 37,803 | 172,922 | 210,725 | 50,032 | 1987 | |||||||||||||||||||||
Tippecanoe Mall, Lafayette, IN | — | 2,897 | 8,439 | 5,517 | 42,856 | 8,414 | 51,295 | 59,709 | 27,966 | 1973 | — | 2,897 | 8,439 | 5,517 | 44,645 | 8,414 | 53,084 | 61,498 | 30,386 | 1973 | |||||||||||||||||||||
Town Center at Aurora, Aurora, CO | — | 9,959 | 56,766 | 6 | 55,528 | 9,965 | 112,294 | 122,259 | 24,185 | 1998 (Note 4 | ) | — | 9,959 | 56,766 | 6 | 55,602 | 9,965 | 112,368 | 122,333 | 29,303 | 1998 (Note 4) | ||||||||||||||||||||
Town Center at Boca Raton, Boca Raton, FL | — | 64,200 | 307,279 | — | 92,668 | 64,200 | 399,947 | 464,147 | 92,101 | 1998 (Note 4 | ) | — | 64,200 | 307,279 | — | 140,034 | 64,200 | 447,313 | 511,513 | 105,534 | 1998 (Note 4) | ||||||||||||||||||||
Town Center at Cobb, Kennesaw, GA | 280,000 | 31,759 | 158,225 | — | 1,723 | 31,759 | 159,948 | 191,707 | 36,012 | 1998 (Note 5) | |||||||||||||||||||||||||||||||
Towne East Square, Wichita, KS | 66,669 | 8,525 | 18,479 | 1,429 | 29,574 | 9,954 | 48,053 | 58,007 | 25,101 | 1975 | 64,557 | 8,525 | 18,479 | 1,429 | 32,130 | 9,954 | 50,609 | 60,563 | 27,343 | 1975 |
SCHEDULE III
Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 20062007
(Dollars in thousands)
| | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name, Location | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | |||||||||||||||||||||
Towne West Square, Wichita, KS | 52,039 | 972 | 21,203 | 61 | 8,012 | 1,033 | 29,215 | 30,248 | 15,610 | 1980 | 51,302 | 972 | 21,203 | 61 | 11,662 | 1,033 | 32,865 | 33,898 | 16,669 | 1980 | |||||||||||||||||||||
Treasure Coast Square, Jensen Beach, FL | — | 11,124 | 72,990 | 3,067 | 27,314 | 14,191 | 100,304 | 114,495 | 28,695 | 1987 | — | 11,124 | 72,990 | 3,067 | 29,027 | 14,191 | 102,017 | 116,208 | 32,179 | 1987 | |||||||||||||||||||||
Tyrone Square, St. Petersburg, FL | — | 15,638 | 120,962 | — | 25,319 | 15,638 | 146,281 | 161,919 | 42,275 | 1972 | — | 15,638 | 120,962 | — | 27,798 | 15,638 | 148,760 | 164,398 | 46,698 | 1972 | |||||||||||||||||||||
University Mall, Little Rock, AR | — | 123 | 17,411 | — | 3,227 | 123 | 20,638 | 20,761 | 12,619 | 1967 | |||||||||||||||||||||||||||||||
University Mall, Pensacola, FL | — | 4,256 | 26,657 | — | 4,026 | 4,256 | 30,683 | 34,939 | 11,896 | 1994 | 100,000 | 4,256 | 26,657 | — | 3,615 | 4,256 | 30,272 | 34,528 | 12,311 | 1994 | |||||||||||||||||||||
University Park Mall, Mishawaka, IN | 56,825 | 15,105 | 61,100 | — | 23,722 | 15,105 | 84,822 | 99,927 | 75,952 | 1996 (Note 4 | ) | — | 16,768 | 112,158 | 7,000 | 26,344 | 23,768 | 138,502 | 162,270 | 70,367 | 1996 (Note 4) | ||||||||||||||||||||
Upper Valley Mall, Springfield, OH | 47,904 | 8,421 | 38,745 | — | 3,693 | 8,421 | 42,438 | 50,859 | 13,343 | 1979 | 47,904 | 8,421 | 38,745 | — | 8,261 | 8,421 | 47,006 | 55,427 | 14,779 | 1979 | |||||||||||||||||||||
Valle Vista Mall, Harlingen, TX | 29,335 | 1,398 | 17,159 | 372 | 13,345 | 1,770 | 30,504 | 32,274 | 14,474 | 1983 | 40,000 | 1,398 | 17,159 | 372 | 14,336 | 1,770 | 31,495 | 33,265 | 15,779 | 1983 | |||||||||||||||||||||
Virginia Center Commons, Glen Allen, VA | — | 9,764 | 50,547 | 4,149 | 7,944 | 13,913 | 58,491 | 72,404 | 20,275 | 1991 | — | 9,764 | 50,547 | 4,149 | 8,848 | 13,913 | 59,395 | 73,308 | 22,355 | 1991 | |||||||||||||||||||||
Walt Whitman Mall, Huntington Station, NY | — | 51,700 | 111,258 | 3,789 | 36,443 | 55,489 | 147,701 | 203,190 | 46,484 | 1998 (Note 4 | ) | — | 51,700 | 111,258 | 3,789 | 42,209 | 55,489 | 153,467 | 208,956 | 51,210 | 1998 (Note 4) | ||||||||||||||||||||
Washington Square, Indianapolis, IN | 30,693 | 16,800 | 36,495 | 462 | 27,233 | 17,262 | 63,728 | 80,990 | 25,982 | 1974 | 30,552 | 16,800 | 36,495 | 462 | 27,556 | 17,262 | 64,051 | 81,313 | 31,016 | 1974 | |||||||||||||||||||||
West Ridge Mall, Topeka, KS | 68,711 | 5,453 | 34,132 | 197 | 7,387 | 5,650 | 41,519 | 47,169 | 18,890 | 1988 | 68,711 | 5,453 | 34,132 | 1,168 | 14,684 | 6,621 | 48,816 | 55,437 | 20,793 | 1988 | |||||||||||||||||||||
Westminster Mall, Westminster, CA | — | 43,464 | 84,709 | — | 17,362 | 43,464 | 102,071 | 145,535 | 24,684 | 1998 (Note 4 | ) | — | 43,464 | 84,709 | — | 20,121 | 43,464 | 104,830 | 148,294 | 28,079 | 1998 (Note 4) | ||||||||||||||||||||
White Oaks Mall, Springfield, IL | 50,000 | 3,024 | 35,692 | 2,413 | 33,189 | 5,437 | 68,881 | 74,318 | 23,218 | 1977 | 50,000 | 3,024 | 35,692 | 2,241 | 34,289 | 5,265 | 69,981 | 75,246 | 25,696 | 1977 | |||||||||||||||||||||
Wolfchase Galleria, Memphis, TN | 70,716 | 16,274 | 128,276 | — | 7,973 | 16,274 | 136,249 | 152,523 | 35,316 | 2002 (Note 4 | ) | 225,000 | 15,881 | 128,276 | — | 9,365 | 15,881 | 137,641 | 153,522 | 40,818 | 2002 (Note 4) | ||||||||||||||||||||
Woodland Hills Mall, Tulsa, OK | 81,587 | 34,211 | 187,123 | — | 3,081 | 34,211 | 190,204 | 224,415 | 32,076 | 2004 (Note 5 | ) | 80,144 | 34,211 | 187,123 | — | 10,718 | 34,211 | 197,841 | 232,052 | 41,142 | 2004 (Note 5) | ||||||||||||||||||||
Premium Outlet Centers | |||||||||||||||||||||||||||||||||||||||||
Albertville Premium Outlets, Albertville, MN | — | 3,900 | 97,059 | — | 1,922 | 3,900 | 98,981 | 102,881 | 11,222 | 2004 (Note 4 | ) | — | 3,900 | 97,059 | — | 2,659 | 3,900 | 99,718 | 103,618 | 15,882 | 2004 (Note 4) | ||||||||||||||||||||
Allen Premium Outlets, Allen, TX | — | 13,855 | 43,687 | 97 | 18,884 | 13,952 | 62,571 | 76,523 | 7,293 | 2004 (Note 4 | ) | — | 13,855 | 43,687 | 97 | 22,224 | 13,952 | 65,911 | 79,863 | 10,089 | 2004 (Note 4) | ||||||||||||||||||||
Aurora Farms Premium Outlets, Aurora, OH | — | 2,370 | 24,326 | — | 1,676 | 2,370 | 26,002 | 28,372 | 7,113 | 2004 (Note 4 | ) | — | 2,370 | 24,326 | — | 1,920 | 2,370 | 26,246 | 28,616 | 8,944 | 2004 (Note 4) | ||||||||||||||||||||
Camarillo Premium Outlets, Camarillo, CA | — | 16,670 | 224,721 | — | 2,108 | 16,670 | 226,829 | 243,499 | 20,356 | 2004 (Note 4 | ) | — | 16,670 | 224,721 | — | 7,510 | 16,670 | 232,231 | 248,901 | 28,939 | 2004 (Note 4) | ||||||||||||||||||||
Carlsbad Premium Outlets, Carlsbad, CA | — | 12,890 | 184,990 | 96 | 683 | 12,986 | 185,673 | 198,659 | 16,781 | 2004 (Note 4 | ) | — | 12,890 | 184,990 | 96 | 914 | 12,986 | 185,904 | 198,890 | 24,653 | 2004 (Note 4) | ||||||||||||||||||||
Carolina Premium Outlets, Smithfield, NC | 20,231 | 3,170 | 59,863 | — | 1,049 | 3,170 | 60,912 | 64,082 | 8,798 | 2004 (Note 4 | ) | 19,973 | 3,170 | 59,863 | — | 1,330 | 3,170 | 61,193 | 64,363 | 12,171 | 2004 (Note 4) | ||||||||||||||||||||
Chicago Premium Outlets, Aurora, IL | — | 659 | 118,005 | 7,903 | 15,073 | 8,562 | 133,078 | 141,640 | 13,067 | 2004 (Note 4 | ) | — | 659 | 118,005 | 6,448 | 13,337 | 7,107 | 131,342 | 138,449 | 19,323 | 2004 (Note 4) | ||||||||||||||||||||
Clinton Crossings Premium Outlets, Clinton, CT | — | 2,060 | 107,557 | 32 | 1,218 | 2,092 | 108,775 | 110,867 | 11,797 | 2004 (Note 4 | ) | — | 2,060 | 107,557 | 32 | 989 | 2,092 | 108,546 | 110,638 | 15,844 | 2004 (Note 4) | ||||||||||||||||||||
Columbia Gorge Premium Outlets, Troutdale, OR | — | 7,900 | 16,492 | — | 789 | 7,900 | 17,281 | 25,181 | 4,143 | 2004 (Note 4 | ) | — | 7,900 | 16,492 | — | 745 | 7,900 | 17,237 | 25,137 | 5,299 | 2004 (Note 4) | ||||||||||||||||||||
Desert Hills Premium Outlets, Cabazon, CA | — | 3,440 | 338,679 | — | 213 | 3,440 | 338,892 | 342,332 | 26,998 | 2004 (Note 4 | ) | — | 3,440 | 338,679 | — | 1,135 | 3,440 | 339,814 | 343,254 | 37,252 | 2004 (Note 4) | ||||||||||||||||||||
Edinburgh Premium Outlets, Edinburgh, IN | — | 2,857 | 47,309 | — | 9,949 | 2,857 | 57,258 | 60,115 | 7,533 | 2004 (Note 4 | ) | — | 2,857 | 47,309 | — | 10,673 | 2,857 | 57,982 | 60,839 | 10,854 | 2004 (Note 4) | ||||||||||||||||||||
Folsom Premium Outlets, Folsom, CA | — | 9,060 | 50,281 | — | 1,666 | 9,060 | 51,947 | 61,007 | 8,254 | 2004 (Note 4 | ) | — | 9,060 | 50,281 | — | 1,698 | 9,060 | 51,979 | 61,039 | 10,894 | 2004 (Note 4) | ||||||||||||||||||||
Gilroy Premium Outlets, Gilroy, CA | 64,144 | 9,630 | 194,122 | — | 2,095 | 9,630 | 196,217 | 205,847 | 20,762 | 2004 (Note 4 | ) | 62,423 | 9,630 | 194,122 | — | 3,416 | 9,630 | 197,538 | 207,168 | 28,938 | 2004 (Note 4) | ||||||||||||||||||||
Jackson Premium Outlets, Jackson, NJ | — | 6,413 | 104,013 | 3 | 2,084 | 6,416 | 106,097 | 112,513 | 8,423 | 2004 (Note 4 | ) | — | 6,413 | 104,013 | 3 | 2,399 | 6,416 | 106,412 | 112,828 | 12,308 | 2004 (Note 4) | ||||||||||||||||||||
Johnson Creek Premium Outlets, Johnson Creek, WI | — | 2,800 | 39,546 | — | 2,217 | 2,800 | 41,763 | 44,563 | 3,489 | 2004 (Note 4 | ) | — | 2,800 | 39,546 | — | 2,930 | 2,800 | 42,476 | 45,276 | 5,282 | 2004 (Note 4) | ||||||||||||||||||||
Kittery Premium Outlets, Kittery, ME | 10,619 | 957 | 60,522 | — | 593 | 957 | 61,115 | 62,072 | 5,947 | 2004 (Note 4 | ) | 10,334 | 11,832 | 94,994 | — | 4,079 | 11,832 | 99,073 | 110,905 | 8,938 | 2004 (Note 4) | ||||||||||||||||||||
Las Americas Premium Outlets, San Diego, CA | 180,000 | 45,168 | 251,634 | — | 1,037 | 45,168 | 252,671 | 297,839 | 2,556 | 2007 (Note 4) | |||||||||||||||||||||||||||||||
Las Vegas Outlet Center, Las Vegas, NV | — | 13,085 | 160,777 | — | 1,367 | 13,085 | 162,144 | 175,229 | 10,770 | 2004 (Note 4 | ) | — | 13,085 | 160,777 | — | 3,401 | 13,085 | 164,178 | 177,263 | 15,846 | 2004 (Note 4) | ||||||||||||||||||||
Las Vegas Premium Outlets, Las Vegas, NV | — | 25,435 | 134,973 | — | 21,228 | 25,435 | 156,201 | 181,636 | 14,205 | 2004 (Note 4 | ) | — | 25,435 | 134,973 | — | 53,834 | 25,435 | 188,807 | 214,242 | 20,025 | 2004 (Note 4) |
SCHEDULE III
Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 20062007
(Dollars in thousands)
| | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name, Location | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | |||||||||||||||||||||
Leesburg Corner Premium Outlets, Leesburg, VA | — | 7,190 | 162,023 | — | 2,402 | 7,190 | 164,425 | 171,615 | 18,136 | 2004 (Note 4 | ) | — | 7,190 | 162,023 | — | 2,337 | 7,190 | 164,360 | 171,550 | 25,328 | 2004 (Note 4) | ||||||||||||||||||||
Liberty Village Premium Outlets, Flemington, NJ | — | 5,670 | 28,904 | — | 1,121 | 5,670 | 30,025 | 35,695 | 5,561 | 2004 (Note 4 | ) | — | 5,670 | 28,904 | — | 1,202 | 5,670 | 30,106 | 35,776 | 7,530 | 2004 (Note 4) | ||||||||||||||||||||
Lighthouse Place Premium Outlets, Michigan City, IN | 44,261 | 6,630 | 94,138 | — | 1,868 | 6,630 | 96,006 | 102,636 | 14,236 | 2004 (Note 4 | ) | 43,073 | 6,630 | 94,138 | — | 3,459 | 6,630 | 97,597 | 104,227 | 19,347 | 2004 (Note 4) | ||||||||||||||||||||
Napa Premium Outlets, Napa, CA | — | 11,400 | 45,023 | — | 643 | 11,400 | 45,666 | 57,066 | 5,151 | 2004 (Note 4 | ) | — | 11,400 | 45,023 | — | 1,069 | 11,400 | 46,092 | 57,492 | 7,188 | 2004 (Note 4) | ||||||||||||||||||||
North Georgia Premium Outlets, Dawsonville, GA | — | 4,300 | 132,325 | — | 1,482 | 4,300 | 133,807 | 138,107 | 15,177 | 2004 (Note 4 | ) | — | 4,300 | 132,325 | — | 1,128 | 4,300 | 133,453 | 137,753 | 20,314 | 2004 (Note 4) | ||||||||||||||||||||
Orlando Premium Outlets, Orlando, FL | — | 14,040 | 304,410 | 15,855 | 1,014 | 29,895 | 305,424 | 335,319 | 22,829 | 2004 (Note 4 | ) | — | 14,040 | 304,410 | 15,855 | 23,280 | 29,895 | 327,690 | 357,585 | 32,558 | 2004 (Note 4) | ||||||||||||||||||||
Osage Beach Premium Outlets, Osage Beach, MO | — | 9,460 | 85,804 | 3 | 1,470 | 9,463 | 87,274 | 96,737 | 11,115 | 2004 (Note 4 | ) | — | 9,460 | 85,804 | 3 | 2,197 | 9,463 | 88,001 | 97,464 | 15,360 | 2004 (Note 4) | ||||||||||||||||||||
Petaluma Village Premium Outlets, Petaluma, CA | — | 13,322 | 14,067 | — | 1,582 | 13,322 | 15,649 | 28,971 | 3,830 | 2004 (Note 4 | ) | — | 13,322 | 14,067 | — | 2,157 | 13,322 | 16,224 | 29,546 | 4,298 | 2004 (Note 4) | ||||||||||||||||||||
Philadelphia Premium Outlets, Limerick, PA | — | 16,676 | 105,249 | — | — | 16,676 | 105,249 | 121,925 | 635 | 2006 | |||||||||||||||||||||||||||||||
Rio Grande Valley Premium Outlets, Mercedes, TX | — | 12,693 | 41,547 | — | — | 12,693 | 41,547 | 54,240 | 251 | 2005 | — | 12,693 | 41,547 | 1 | 19,133 | 12,694 | 60,680 | 73,374 | 2,842 | 2005 | |||||||||||||||||||||
Round Rock Premium Outlets, Round Rock, TX | — | 22,911 | 82,252 | — | — | 22,911 | 82,252 | 105,163 | 1,043 | 2005 | — | 22,911 | 82,252 | — | 5,245 | 22,911 | 87,497 | 110,408 | 6,005 | 2005 | |||||||||||||||||||||
Seattle Premium Outlets, Seattle, WA | — | 13,557 | 103,722 | — | 2,765 | 13,557 | 106,487 | 120,044 | 7,257 | 2004 (Note 4 | ) | — | 13,557 | 103,722 | 12 | 2,876 | 13,569 | 106,598 | 120,167 | 11,634 | 2004 (Note 4) | ||||||||||||||||||||
St. Augustine Premium Outlets, St. Augustine, FL | — | 6,090 | 57,670 | 2 | 4,562 | 6,092 | 62,232 | 68,324 | 7,766 | 2004 (Note 4 | ) | — | 6,090 | 57,670 | 2 | 5,041 | 6,092 | 62,711 | 68,803 | 11,185 | 2004 (Note 4) | ||||||||||||||||||||
The Crossings Premium Outlets, Tannersville, PA | 56,707 | 7,720 | 172,931 | — | 7,381 | 7,720 | 180,312 | 188,032 | 15,661 | 2004 (Note 4 | ) | 55,385 | 7,720 | 172,931 | — | 7,795 | 7,720 | 180,726 | 188,446 | 22,242 | 2004 (Note 4) | ||||||||||||||||||||
Vacaville Premium Outlets, Vacaville, CA | — | 9,420 | 84,856 | — | 1,875 | 9,420 | 86,731 | 96,151 | 12,436 | 2004 (Note 4 | ) | — | 9,420 | 84,856 | — | 2,892 | 9,420 | 87,748 | 97,168 | 17,234 | 2004 (Note 4) | ||||||||||||||||||||
Waikele Premium Outlets, Waipahu, HI | — | 22,630 | 77,316 | — | 974 | 22,630 | 78,290 | 100,920 | 8,782 | 2004 (Note 4 | ) | — | 22,630 | 77,316 | — | 922 | 22,630 | 78,238 | 100,868 | 12,183 | 2004 (Note 4) | ||||||||||||||||||||
Waterloo Premium Outlets, Waterloo, NY | 35,649 | 3,230 | 75,277 | — | 4,963 | 3,230 | 80,240 | 83,470 | 10,803 | 2004 (Note 4 | ) | 34,692 | 3,230 | 75,277 | — | 5,042 | 3,230 | 80,319 | 83,549 | 14,669 | 2004 (Note 4) | ||||||||||||||||||||
Woodbury Common Premium Outlets, Central Valley, NY | — | 11,110 | 862,557 | — | 3,154 | 11,110 | 865,711 | 876,821 | 67,497 | 2004 (Note 4 | ) | — | 11,110 | 862,557 | 1,658 | 1,735 | 12,768 | 864,292 | 877,060 | 96,410 | 2004 (Note 4) | ||||||||||||||||||||
Wrentham Village Premium Outlets, Wrentham, MA | — | 4,900 | 282,031 | — | 2,399 | 4,900 | 284,430 | 289,330 | 26,646 | 2004 (Note 4 | ) | — | 4,900 | 282,031 | — | 2,256 | 4,900 | 284,287 | 289,187 | 37,847 | 2004 (Note 4) | ||||||||||||||||||||
Community/Lifestyle Centers | |||||||||||||||||||||||||||||||||||||||||
Arboretum at Great Hills, Austin, TX | — | 7,640 | 36,774 | 71 | 7,497 | 7,711 | 44,271 | 51,982 | 10,612 | 1998 (Note 4 | ) | — | 7,640 | 36,774 | 71 | 8,642 | 7,711 | 45,416 | 53,127 | 12,143 | 1998 (Note 4) | ||||||||||||||||||||
Bloomingdale Court, Bloomingdale, IL | 27,532 | 8,748 | 26,184 | — | 9,152 | 8,748 | 35,336 | 44,084 | 12,988 | 1987 | 27,080 | 8,748 | 26,184 | — | 9,481 | 8,748 | 35,665 | 44,413 | 14,579 | 1987 | |||||||||||||||||||||
Boardman Plaza, Youngstown, OH | 23,598 | 7,265 | 22,007 | — | 12,525 | 7,265 | 34,532 | 41,797 | 12,120 | 1951 | |||||||||||||||||||||||||||||||
Brightwood Plaza, Indianapolis, IN | — | 65 | 128 | — | 337 | 65 | 465 | 530 | 275 | 1965 | — | 65 | 128 | — | 337 | 65 | 465 | 530 | 294 | 1965 | |||||||||||||||||||||
Celina Plaza, El Paso, TX | — | 138 | 815 | — | 110 | 138 | 925 | 1,063 | 514 | 1978 | |||||||||||||||||||||||||||||||
Charles Towne Square, Charleston, SC | — | — | 1,768 | 370 | 10,636 | 370 | 12,404 | 12,774 | 4,835 | 1976 | — | — | 1,768 | 370 | 10,636 | 370 | 12,404 | 12,774 | 5,529 | 1976 | |||||||||||||||||||||
Chesapeake Center, Chesapeake, VA | — | 5,352 | 12,279 | — | 358 | 5,352 | 12,637 | 17,989 | 3,776 | 1989 | — | 5,352 | 12,279 | — | 556 | 5,352 | 12,835 | 18,187 | 4,162 | 1989 |
SCHEDULE III
Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 20062007
(Dollars in thousands)
| | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name, Location | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | |||||||||||||||||||||
Countryside Plaza, Countryside, IL | — | 332 | 8,507 | 2,554 | 8,167 | 2,886 | 16,674 | 19,560 | 5,591 | 1977 | — | 332 | 8,507 | 2,554 | 8,546 | 2,886 | 17,053 | 19,939 | 6,338 | 1977 | |||||||||||||||||||||
Dare Centre, Kill Devil Hills, NC | 1,684 | — | 5,702 | — | 111 | — | 5,813 | 5,813 | 384 | 2004 (Note 4 | ) | 1,663 | — | 5,702 | — | 204 | — | 5,906 | 5,906 | 573 | 2004 (Note 4) | ||||||||||||||||||||
DeKalb Plaza, King of Prussia, PA | 3,301 | 1,955 | 3,405 | — | 898 | 1,955 | 4,303 | 6,258 | 1,122 | 2003 (Note 4 | ) | 3,189 | 1,955 | 3,405 | — | 1,062 | 1,955 | 4,467 | 6,422 | 1,323 | 2003 (Note 4) | ||||||||||||||||||||
Eastland Plaza, Tulsa, OK | — | 651 | 3,680 | — | 85 | 651 | 3,765 | 4,416 | 2,333 | 1986 | — | 651 | 3,680 | — | 85 | 651 | 3,765 | 4,416 | 2,809 | 1986 | |||||||||||||||||||||
Forest Plaza, Rockford, IL | 15,101 | 4,132 | 16,818 | 453 | 2,318 | 4,585 | 19,136 | 23,721 | 7,130 | 1985 | 14,853 | 4,132 | 16,818 | 453 | 2,940 | 4,585 | 19,758 | 24,343 | 7,794 | 1985 | |||||||||||||||||||||
Gateway Shopping Centers, Austin, TX | 87,000 | 24,549 | 81,437 | — | 7,084 | 24,549 | 88,521 | 113,070 | 10,160 | 2004 (Note 4 | ) | 87,000 | 24,549 | 81,437 | — | 7,084 | 24,549 | 88,521 | 113,070 | 13,927 | 2004 (Note 4) | ||||||||||||||||||||
Great Lakes Plaza, Mentor, OH | — | 1,028 | 2,025 | — | 3,643 | 1,028 | 5,668 | 6,696 | 2,413 | 1976 | — | 1,028 | 2,025 | — | 3,668 | 1,028 | 5,693 | 6,721 | 2,609 | 1976 | |||||||||||||||||||||
Greenwood Plus, Greenwood, IN | — | 1,131 | 1,792 | — | 3,735 | 1,131 | 5,527 | 6,658 | 2,308 | 1979 | — | 1,131 | 1,792 | — | 3,773 | 1,131 | 5,565 | 6,696 | 2,493 | 1979 | |||||||||||||||||||||
Griffith Park Plaza, Griffith, IN | — | — | 2,412 | 1,504 | 567 | 1,504 | 2,979 | 4,483 | 2,254 | 1979 | |||||||||||||||||||||||||||||||
Henderson Square, King of Prussia, PA | 15,063 | 4,223 | 15,124 | — | 132 | 4,223 | 15,256 | 19,479 | 1,863 | 2003 (Note 4 | ) | 14,846 | 4,223 | 15,124 | — | 147 | 4,223 | 15,271 | 19,494 | 2,283 | 2003 (Note 4) | ||||||||||||||||||||
Highland Lakes Center, Orlando, FL | 15,670 | 7,138 | 25,284 | — | 1,361 | 7,138 | 26,645 | 33,783 | 9,617 | 1991 | 15,436 | 7,138 | 25,284 | — | 1,450 | 7,138 | 26,734 | 33,872 | 11,021 | 1991 | |||||||||||||||||||||
Ingram Plaza, San Antonio, TX | — | 421 | 1,802 | 4 | 57 | 425 | 1,859 | 2,284 | 1,079 | 1980 | — | 421 | 1,802 | 4 | 59 | 425 | 1,861 | 2,286 | 1,131 | 1980 | |||||||||||||||||||||
Keystone Shoppes, Indianapolis, IN | — | — | 4,232 | — | 947 | — | 5,179 | 5,179 | 1,374 | 1997 (Note 4 | ) | — | — | 4,232 | — | 968 | — | 5,200 | 5,200 | 1,547 | 1997 (Note 4) | ||||||||||||||||||||
Knoxville Commons, Knoxville, TN | — | 3,731 | 5,345 | — | 1,738 | 3,731 | 7,083 | 10,814 | 3,906 | 1987 | — | 3,731 | 5,345 | — | 1,738 | 3,731 | 7,083 | 10,814 | 4,361 | 1987 | |||||||||||||||||||||
Lake Plaza, Waukegan, IL | — | 2,487 | 6,420 | — | 974 | 2,487 | 7,394 | 9,881 | 2,780 | 1986 | — | 2,487 | 6,420 | — | 1,059 | 2,487 | 7,479 | 9,966 | 3,051 | 1986 | |||||||||||||||||||||
Lake View Plaza, Orland Park, IL | 20,073 | 4,775 | 17,543 | — | 11,066 | 4,775 | 28,609 | 33,384 | 9,724 | 1986 | 19,744 | 4,702 | 17,543 | — | 12,450 | 4,702 | 29,993 | 34,695 | 11,055 | 1986 | |||||||||||||||||||||
Lakeline Plaza, Austin, TX | 22,008 | 5,822 | 30,875 | — | 7,140 | 5,822 | 38,015 | 43,837 | 10,899 | 1998 | 21,647 | 5,822 | 30,875 | — | 7,399 | 5,822 | 38,274 | 44,096 | 12,552 | 1998 | |||||||||||||||||||||
Lima Center, Lima, OH | — | 1,808 | 5,151 | — | 6,753 | 1,808 | 11,904 | 13,712 | 3,098 | 1978 | — | 1,808 | 5,151 | — | 6,788 | 1,808 | 11,939 | 13,747 | 3,636 | 1978 | |||||||||||||||||||||
Lincoln Crossing, O'Fallon, IL | 3,038 | 674 | 2,192 | — | 562 | 674 | 2,754 | 3,428 | 975 | 1990 | 2,988 | 674 | 2,192 | — | 598 | 674 | 2,790 | 3,464 | 1,072 | 1990 | |||||||||||||||||||||
Lincoln Plaza, King of Prussia, PA | — | — | 21,299 | — | 800 | — | 22,099 | 22,099 | 6,498 | 2003 (Note 4 | ) | — | — | 21,299 | — | 1,827 | — | 23,126 | 23,126 | 7,333 | 2003 (Note 4) | ||||||||||||||||||||
MacGregor Village, Cary, NC | 6,775 | 557 | 8,897 | — | 258 | 557 | 9,155 | 9,712 | 713 | 2004 (Note 4 | ) | 6,689 | 502 | 8,897 | — | 192 | 502 | 9,089 | 9,591 | 899 | 2004 (Note 4) | ||||||||||||||||||||
Mall of Georgia Crossing, Mill Creek, GA | — | 9,506 | 32,892 | — | 111 | 9,506 | 33,003 | 42,509 | 8,049 | 2004 (Note 5 | ) | — | 9,506 | 32,892 | — | 111 | 9,506 | 33,003 | 42,509 | 9,374 | 2004 (Note 5) | ||||||||||||||||||||
Markland Plaza, Kokomo, IN | — | 206 | 738 | — | 6,205 | 206 | 6,943 | 7,149 | 1,790 | 1974 | — | 206 | 738 | — | 6,205 | 206 | 6,943 | 7,149 | 2,156 | 1974 | |||||||||||||||||||||
Martinsville Plaza, Martinsville, VA | — | — | 584 | — | 328 | — | 912 | 912 | 680 | 1967 | — | — | 584 | — | 328 | — | 912 | 912 | 699 | 1967 | |||||||||||||||||||||
Matteson Plaza, Matteson, IL | 8,840 | 1,771 | 9,737 | — | 2,323 | 1,771 | 12,060 | 13,831 | 5,168 | 1988 | 8,695 | 1,771 | 9,737 | — | 2,534 | 1,771 | 12,271 | 14,042 | 5,624 | 1988 | |||||||||||||||||||||
Muncie Plaza, Muncie, IN | 7,643 | 267 | 10,509 | 87 | 663 | 354 | 11,172 | 11,526 | 3,184 | 1998 | — | 267 | 10,509 | 87 | 1,313 | 354 | 11,822 | 12,176 | 3,559 | 1998 | |||||||||||||||||||||
New Castle Plaza, New Castle, IN | — | 128 | 1,621 | — | 1,435 | 128 | 3,056 | 3,184 | 1,637 | 1966 | — | 128 | 1,621 | — | 1,435 | 128 | 3,056 | 3,184 | 1,776 | 1966 | |||||||||||||||||||||
North Ridge Plaza, Joliet, IL | — | 2,831 | 7,699 | — | 1,671 | 2,831 | 9,370 | 12,201 | 3,565 | 1985 | 8,169 | 2,831 | 7,699 | — | 3,172 | 2,831 | 10,871 | 13,702 | 4,009 | 1985 | |||||||||||||||||||||
North Ridge Shopping Center, Raleigh, NC | 8,275 | 462 | 12,838 | — | 348 | 462 | 13,186 | 13,648 | 910 | 2004 (Note 4 | ) | — | 385 | 12,838 | — | 407 | 385 | 13,245 | 13,630 | 1,340 | 2004 (Note 4) | ||||||||||||||||||||
Northwood Plaza, Fort Wayne, IN | — | 148 | 1,414 | — | 1,367 | 148 | 2,781 | 2,929 | 1,503 | 1974 | — | 148 | 1,414 | — | 1,406 | 148 | 2,820 | 2,968 | 1,632 | 1974 | |||||||||||||||||||||
Palms Crossing, McAllen, TX | — | 14,282 | 45,925 | — | — | 14,282 | 45,925 | 60,207 | 364 | 2006 | |||||||||||||||||||||||||||||||
Park Plaza, Hopkinsville, KY | — | 300 | 1,572 | — | 225 | 300 | 1,797 | 2,097 | 1,577 | 1968 | — | 300 | 1,572 | — | 225 | 300 | 1,797 | 2,097 | 1,668 | 1968 | |||||||||||||||||||||
Regency Plaza, St. Charles, MO | 4,143 | 616 | 4,963 | — | 507 | 616 | 5,470 | 6,086 | 1,925 | 1988 | 4,075 | 616 | 4,963 | — | 569 | 616 | 5,532 | 6,148 | 2,109 | 1988 | |||||||||||||||||||||
Rockaway Convenience Center, Rockaway, NJ | — | 5,149 | 26,435 | — | 6,297 | 5,149 | 32,732 | 37,881 | 5,131 | 1998 (Note 4 | ) | — | 5,149 | 26,435 | — | 6,525 | 5,149 | 32,960 | 38,109 | 6,184 | 1998 (Note 4) | ||||||||||||||||||||
Rockaway Town Plaza, Rockaway, NJ | — | — | 15,295 | — | 1,044 | — | 16,339 | 16,339 | 835 | 2004 | — | — | 15,295 | — | 1,695 | — | 16,990 | 16,990 | 1,576 | 2004 | |||||||||||||||||||||
Shops at Arbor Walk, Austin, TX | — | 930 | 42,546 | — | — | 930 | 42,546 | 43,476 | 58 | 2006 | — | 930 | 42,546 | — | 5,253 | 930 | 47,799 | 48,729 | 1,739 | 2005 |
SCHEDULE III
Simon Property Group, L.P. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 20062007
(Dollars in thousands)
| | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | | Initial Cost (Note 3) | Cost Capitalized Subsequent to Acquisition (Note 3) | Gross Amounts At Which Carried At Close of Period | | | |||||||||||||||||||||||||||||||||||||||||||||
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Name, Location | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | Encumbrances | Land | Buildings and Improvements | Land | Buildings and Improvements | Land | Buildings and Improvements | Total (1) | Accumulated Depreciation (2) | Date of Construction | |||||||||||||||||||||||||||||||||||||
Shops at North East Mall, The, Hurst, TX | — | 12,541 | 28,177 | 402 | 5,316 | 12,943 | 33,493 | 46,436 | 10,832 | 1999 | — | 12,541 | 28,177 | 402 | 4,806 | 12,943 | 32,983 | 45,926 | 12,254 | 1999 | |||||||||||||||||||||||||||||||||||||
St. Charles Towne Plaza, Waldorf, MD | 26,518 | 8,377 | 18,993 | — | 2,300 | 8,377 | 21,293 | 29,670 | 8,264 | 1987 | 26,083 | 8,377 | 18,993 | — | 2,835 | 8,377 | 21,828 | 30,205 | 9,061 | 1987 | |||||||||||||||||||||||||||||||||||||
Teal Plaza, Lafayette, IN | — | 99 | 878 | — | 2,956 | 99 | 3,834 | 3,933 | 1,739 | 1962 | — | 99 | 878 | — | 2,986 | 99 | 3,864 | 3,963 | 1,907 | 1962 | |||||||||||||||||||||||||||||||||||||
Terrace at the Florida Mall, Orlando, FL | — | 2,150 | 7,623 | — | 4,050 | 2,150 | 11,673 | 13,823 | 2,884 | 1989 | — | 2,150 | 7,623 | — | 5,161 | 2,150 | 12,784 | 14,934 | 3,422 | 1989 | |||||||||||||||||||||||||||||||||||||
Tippecanoe Plaza, Lafayette, IN | — | — | 745 | 234 | 4,992 | 234 | 5,737 | 5,971 | 2,646 | 1974 | — | — | 745 | 234 | 5,012 | 234 | 5,757 | 5,991 | 2,851 | 1974 | |||||||||||||||||||||||||||||||||||||
University Center, Mishawaka, IN | — | 2,388 | 5,214 | — | 3,013 | 2,388 | 8,227 | 10,615 | 7,004 | 1980 | — | 3,071 | 7,413 | — | 3,174 | 3,071 | 10,587 | 13,658 | 5,713 | 1980 | |||||||||||||||||||||||||||||||||||||
Washington Plaza, Indianapolis, IN | — | 941 | 1,697 | — | 308 | 941 | 2,005 | 2,946 | 2,487 | 1976 | — | 941 | 1,697 | — | 398 | 941 | 2,095 | 3,036 | 2,522 | 1976 | |||||||||||||||||||||||||||||||||||||
Waterford Lakes Town Center, Orlando, FL | — | 8,679 | 72,836 | — | 12,807 | 8,679 | 85,643 | 94,322 | 24,347 | 1999 | — | 8,679 | 72,836 | — | 13,246 | 8,679 | 86,082 | 94,761 | 27,447 | 1999 | |||||||||||||||||||||||||||||||||||||
West Ridge Plaza, Topeka, KS | 5,342 | 1,376 | 4,560 | — | 1,570 | 1,376 | 6,130 | 7,506 | 2,399 | 1988 | 5,254 | 1,376 | 4,560 | — | 1,695 | 1,376 | 6,255 | 7,631 | 2,644 | 1988 | |||||||||||||||||||||||||||||||||||||
White Oaks Plaza, Springfield, IL | 16,298 | 3,169 | 14,267 | — | 944 | 3,169 | 15,211 | 18,380 | 5,585 | 1986 | 16,031 | 3,169 | 14,267 | — | 1,166 | 3,169 | 15,433 | 18,602 | 6,083 | 1986 | |||||||||||||||||||||||||||||||||||||
Wolf Ranch, Georgetown, TX | — | 22,118 | 51,509 | — | 491 | 22,118 | 52,000 | 74,118 | 2,811 | 2004 | — | 22,118 | 51,509 | — | 2,078 | 22,118 | 53,587 | 75,705 | 5,094 | 2004 | |||||||||||||||||||||||||||||||||||||
Other Properties | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crossville Outlet Center, Crossville, TN | — | 263 | 4,380 | — | 120 | 263 | 4,500 | 4,763 | 353 | 2004 (Note 4 | ) | — | 263 | 4,380 | — | 204 | 263 | 4,584 | 4,847 | 527 | 2004 (Note 4) | ||||||||||||||||||||||||||||||||||||
Factory Merchants Branson, Branson, MO | — | 1,383 | 19,637 | 1 | 682 | 1,384 | 20,319 | 21,703 | 1,870 | 2004 (Note 4 | ) | — | 1,383 | 19,637 | 1 | 736 | 1,384 | 20,373 | 21,757 | 1,750 | 2004 (Note 4) | ||||||||||||||||||||||||||||||||||||
Factory Shoppes at Branson Meadows, Branson, MO | 9,409 | — | 5,206 | — | 39 | — | 5,245 | 5,245 | 360 | 2004 (Note 4 | ) | 9,289 | — | 5,206 | — | 131 | — | 5,337 | 5,337 | 531 | 2004 (Note 4) | ||||||||||||||||||||||||||||||||||||
Factory Stores of America — Boaz, AL | 2,752 | — | 924 | — | 1 | — | 925 | 925 | 54 | 2004 (Note 4 | ) | 2,717 | — | 924 | — | 1 | — | 925 | 925 | 79 | 2004 (Note 4) | ||||||||||||||||||||||||||||||||||||
Factory Stores of America — Georgetown, KY | 6,521 | 148 | 3,610 | — | 25 | 148 | 3,635 | 3,783 | 233 | 2004 (Note 4 | ) | 6,438 | 148 | 3,610 | — | 17 | 148 | 3,627 | 3,775 | 347 | 2004 (Note 4) | ||||||||||||||||||||||||||||||||||||
Factory Stores of America — Graceville, FL | 1,937 | 12 | 408 | — | 36 | 12 | 444 | 456 | 26 | 2004 (Note 4 | ) | 1,912 | 12 | 408 | — | 46 | 12 | 454 | 466 | 41 | 2004 (Note 4) | ||||||||||||||||||||||||||||||||||||
Factory Stores of America — Lebanon, MO | 1,628 | 24 | 214 | — | 4 | 24 | 218 | 242 | 20 | 2004 (Note 4 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Factory Stores of America — Lebanon. MO | 1,607 | 24 | 214 | — | — | 24 | 214 | 238 | 30 | 2004 (Note 4) | |||||||||||||||||||||||||||||||||||||||||||||||
Factory Stores of America — Nebraska City, NE | 1,529 | 26 | 566 | — | — | 26 | 566 | 592 | 41 | 2004 (Note 4 | ) | 1,510 | 26 | 566 | — | 4 | 26 | 570 | 596 | 60 | 2004 (Note 4) | ||||||||||||||||||||||||||||||||||||
Factory Stores of America — Story City, IA | 1,891 | 7 | 526 | — | — | 7 | 526 | 533 | 33 | 2004 (Note 4 | ) | 1,867 | 7 | 526 | — | — | 7 | 526 | 533 | 48 | 2004 (Note 4) | ||||||||||||||||||||||||||||||||||||
Factory Stores of North Bend, North Bend, WA | — | 2,143 | 36,197 | — | 492 | 2,143 | 36,689 | 38,832 | 2,734 | 2004 (Note 4 | ) | — | 2,143 | 36,197 | — | 1,012 | 2,143 | 37,209 | 39,352 | 4,068 | 2004 (Note 4) | ||||||||||||||||||||||||||||||||||||
Development Projects | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Domain, The, Austin, TX | — | 39,504 | 138,302 | — | — | 39,504 | 138,302 | 177,806 | — | 2005 | |||||||||||||||||||||||||||||||||||||||||||||||
Palms Crossing, McAllen, TX | — | 16,436 | 8,291 | — | — | 16,436 | 8,291 | 24,727 | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||
Houston Premium Outlets, Cypress, TX | — | 21,159 | 69,350 | — | — | 21,159 | 69,350 | 90,509 | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||
Jersey Shore Premium Outlets, Tinton Falls, NJ | — | — | 50,979 | — | — | — | 50,979 | 50,979 | — | 2007 | |||||||||||||||||||||||||||||||||||||||||||||||
Pier Park, Panama City Beach, FL | — | 28,432 | 20,407 | — | — | 28,432 | 20,407 | 48,839 | — | 2006 | — | 22,814 | 71,988 | — | — | 22,814 | 71,988 | 94,802 | — | 2006 | |||||||||||||||||||||||||||||||||||||
Philadelphia Premium Outlets, Limerick, PA | — | 16,549 | 17,053 | — | — | 16,549 | 17,053 | 33,602 | — | 2006 | |||||||||||||||||||||||||||||||||||||||||||||||
Other pre-development costs | — | 54,322 | 37,175 | — | — | 54,322 | 37,175 | 91,497 | — | — | 83,674 | 43,263 | 1,268 | 11,212 | 84,942 | 54,475 | 139,417 | — | |||||||||||||||||||||||||||||||||||||||
Other | — | 5,172 | 67,915 | 665 | 2,184 | 5,837 | 70,099 | 75,936 | 4,452 | — | 4,733 | 3,698 | 665 | 428 | 5,398 | 4,126 | 9,524 | 2,082 | |||||||||||||||||||||||||||||||||||||||
$ | 4,349,247 | 2,499,253 | $ | 16,707,854 | $ | 151,952 | $ | 3,285,240 | $ | 2,651,205 | $ | 19,993,094 | $ | 22,644,299 | $ | 4,479,198 | $ | 5,201,453 | 2,660,485 | $ | 17,448,774 | $ | 177,967 | $ | 3,876,141 | $ | 2,798,452 | $ | 21,364,915 | $ | 24,163,367 | $ | 5,168,565 | ||||||||||||||||||||||||
Simon Property Group, L.P. and Subsidiaries
Notes to Schedule III as of December 31, 20062007
(Dollars in thousands)thousands
(1) Reconciliation of Real Estate Properties:
The changes in real estate assets for the years ended December 31, 2007, 2006, 2005, and 20042005 are as follows:
| | 2006 | 2005 | 2004 | | 2007 | 2006 | 2005 | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance, beginning of year | Balance, beginning of year | $ | 21,551,247 | $ | 21,082,582 | $ | 14,834,443 | Balance, beginning of year | $ | 22,644,299 | $ | 21,551,247 | $ | 21,082,582 | ||||||||
Acquisitions and consolidations | 402,095 | 294,654 | 5,753,600 | Acquisitions and consolidations | 743,457 | 402,095 | 294,654 | |||||||||||||||
Improvements | 772,806 | 661,569 | 624,610 | Improvements | 1,057,663 | 772,806 | 661,569 | |||||||||||||||
Disposals and de-consolidations | (81,849 | ) | (487,558 | ) | (112,071 | ) | Disposals and de-consolidations | (282,052 | ) | (81,849 | ) | (487,558 | ) | |||||||||
Impairment write-down | — | — | (18,000 | ) | ||||||||||||||||||
Balance, close of year | Balance, close of year | $ | 22,644,299 | $ | 21,551,247 | $ | 21,082,582 | Balance, close of year | $ | 24,163,367 | $ | 22,644,299 | $ | 21,551,247 | ||||||||
The unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 20062007 was $14,516,444.$18,506,993.
(2) Reconciliation of Accumulated Depreciation:
The changes in accumulated depreciation and amortization for the years ended December 31, 2007, 2006, 2005, and 20042005 are as follows:
| | 2006 | 2005 | 2004 | | 2007 | 2006 | 2005 | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance, beginning of year | Balance, beginning of year | $ | 3,694,807 | $ | 3,066,604 | $ | 2,482,955 | Balance, beginning of year | $ | 4,479,198 | $ | 3,694,807 | $ | 3,066,604 | ||||||||
Acquisitions and consolidations (5) | 64,818 | 2,627 | 76,121 | Acquisitions and consolidations (5) | 12,714 | 64,818 | 2,627 | |||||||||||||||
Depreciation expense | 767,726 | 768,028 | 545,882 | Depreciation expense | 808,041 | 767,726 | 768,028 | |||||||||||||||
Disposals | (48,153 | ) | (142,452 | ) | (38,354 | ) | Disposals | (131,388 | ) | (48,153 | ) | (142,452 | ) | |||||||||
Balance, close of year | Balance, close of year | $ | 4,479,198 | $ | 3,694,807 | $ | 3,066,604 | Balance, close of year | $ | 5,168,565 | $ | 4,479,198 | $ | 3,694,807 | ||||||||
Depreciation of the Operating Partnership'sour 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 follows:
Exhibits | | |
---|---|---|
2 | Agreement and Plan of Merger, dated as | |
3.1 | Second Amended and Restated Certificate of Incorporation of the Limited Partnership | |
3.2 | Seventh Amended and Restated Limited Partnership Agreement (incorporated by reference to Exhibit 3.1 of its Annual Report on Form 10-K for 2001 filed by Simon Property Group, L.P.). | |
3.3 | Amended and Restated Supplement to Seventh Amended and Restated Limited Partnership Agreement (Exhibits B-1 and B-2) dated October 14, 2004 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Simon Property Group, L.P. on October 20, 2004). | |
3.4 | 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. | |
4(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 to the Registration Statement of Form S-3 filed on October 21, 1996 (Reg. No. 333-11491)). | |
10.1 | Credit Agreement, dated as of October 12, 2004, among Simon Property Group, L.P., the Lenders named therein, and the Co-Agents named therein (incorporated by reference to Exhibit 10 of the Quarterly Report on Form 10-Q filed by Simon Property Group, | |
10.2 | $ | |
Amendment to Credit Agreement among Simon Property Group, L.P., the Institutions named therein as Lenders and the Institutions named therein as Co-Agents, dated October 4, 2007. | ||
10.4* | Simon Property Group, L.P. 1998 Stock Incentive Plan, as amended (incorporated by reference to | |
Option Agreement to acquire the Excluded Retail Property (Previously filed as Exhibit 10.10). | ||
Voting Agreement dated as of June 20, 2004 among the Simon Property Group, Inc., Simon Property Group, L.P., and certain holders of shares of common stock of Chelsea Property Group, Inc. and/or common units of CPG Partners, L.P. (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Simon Property Group, L.P. on June 22, 2004). | ||
12 | Statement regarding computation of ratios. | |
21 | List of Subsidiaries of the | |
23.1 | Consent of Ernst & Young LLP. | |
31.1 | Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | 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. |