Significant Accounting Policies | 3. Significant Accounting Policies Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers’ acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions of high credit quality. However, at certain times, such cash and cash equivalents are in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits. Marketable and Non‑Marketable Securities Marketable securities consist primarily of the investments of our captive insurance subsidiaries, available‑for‑sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At September 30, 2017 and December 31, 2016, we had marketable securities of $110.9 million and $156.2 million, respectively, generally accounted for as available-for-sale, which are adjusted to their quoted market price with a corresponding adjustment in other comprehensive income (loss). Net unrealized gains recorded in accumulated other comprehensive income (loss) as of September 30, 2017 and December 31, 2016 were approximately $0.2 million and $15.4 million, respectively, and represent the valuation adjustments for our marketable securities. The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 year to 10 years. These securities are classified as available‑for‑sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other‑than‑temporary. We review any declines in value of these securities for other‑than‑temporary impairment and consider the severity and duration of any decline in value. To the extent an other‑than‑temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income. On July 26, 2017, we sold our investment in certain marketable securities that were accounted for as available-for-sale securities, with the value adjusted to the quoted market price through other comprehensive income (loss). The aggregate proceeds received from the sale were $53.9 million, and we recognized a gain on the sale of $21.5 million, which is included in other income in the accompanying consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2017. At September 30, 2017 and December 31, 2016, we had investments of $205.8 million and $210.5 million, respectively, in non‑marketable securities that we account for under the cost method. We regularly evaluate these investments for any other-than-temporary impairment in their estimated fair value and determined that no material adjustment in the carrying value was required for the three or nine months ended September 30, 2017. Fair Value Measurements Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs. The marketable securities we held at September 30, 2017 and December 31, 2016 were primarily classified as having Level 1 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate swap agreements with a gross liability balance of $15.3 million at September 30, 2017 and a gross asset value of $43.9 million at December 31, 2016. Note 6 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 5 and 9 include discussions of the fair values recorded in purchase accounting using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates. Noncontrolling Interests Simon Details of the carrying amount of Simon’s noncontrolling interests are as follows: As of As of September 30, December 31, 2017 2016 Limited partners’ interests in the Operating Partnership $ 553,633 $ 644,348 Nonredeemable noncontrolling interests in properties, net 3,831 5,116 Total noncontrolling interests reflected in equity $ 557,464 $ 649,464 Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties, limited partners’ interests in the Operating Partnership and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders. A rollforward of nonredeemable noncontrolling interests is as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Noncontrolling interests, beginning of period $ 564,444 $ 696,286 $ 649,464 $ 744,905 Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties 78,405 77,172 209,743 229,370 Distributions to noncontrolling interest holders (86,125) (79,235) (254,026) (239,679) Other comprehensive (loss) income allocable to noncontrolling interests: Unrealized loss on derivative hedge agreements (1,135) (164) (4,116) (1,886) Net (gain) loss reclassified from accumulated other comprehensive loss into earnings (2,555) 418 (1,887) 19,147 Currency translation adjustments 1,712 194 5,511 5,977 Changes in available-for-sale securities and other 895 172 846 1,557 (1,083) 620 354 24,795 Adjustment to limited partners’ interest from change in ownership in the Operating Partnership (7,350) (9,433) (75,685) (28,398) Units exchanged for common shares (252) (96) (1,605) (70,101) Long-term incentive performance units 9,374 12,081 28,932 36,243 Contributions by noncontrolling interests, net, and other 51 421 287 681 Noncontrolling interests, end of period $ 557,464 $ 697,816 $ 557,464 $ 697,816 The Operating Partnership Our evaluation of the appropriateness of classifying the Operating Partnership’s common units of partnership interest, or units, held by Simon and the Operating Partnership's limited partners within permanent equity considered several significant factors. First, as a limited partnership, all decisions relating to the Operating Partnership’s operations and distributions are made by Simon, acting as the Operating Partnership’s sole general partner. The decisions of the general partner are made by Simon's Board of Directors or management. The Operating Partnership has no other governance structure. Secondly, the sole asset of Simon is its interest in the Operating Partnership. As a result, a share of common stock of Simon, or common stock, if owned by the Operating Partnership, is best characterized as being similar to a treasury share and thus not an asset of the Operating Partnership. Limited partners of the Operating Partnership have the right under the Operating Partnership’s partnership agreement to exchange their units for shares of common stock or cash, as selected by Simon as the sole general partner. Accordingly, we classify units held by limited partners in permanent equity because Simon may elect to issue shares of common stock to limited partners exercising their exchange rights rather than using cash. Under the Operating Partnership’s partnership agreement, the Operating Partnership is required to redeem units held by Simon only when Simon has repurchased shares of common stock. We classify units held by Simon in permanent equity because the decision to redeem those units would be made by Simon. Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income. A rollforward of nonredeemable noncontrolling interests is as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Noncontrolling nonredeemable interests in properties, net — beginning of period $ 4,264 $ 3,853 $ 5,116 $ 3,456 Net income attributable to noncontrolling nonredeemable interests 316 650 1,388 1,989 Distributions to noncontrolling nonredeemable interestholders (800) (640) (2,960) (1,842) Contributions by noncontrolling interests, net, and other 51 421 287 681 Noncontrolling nonredeemable interests in properties, net — end of period $ 3,831 $ 4,284 $ 3,831 $ 4,284 Accumulated Other Comprehensive Income (Loss) Simon The changes in components of Simon’s accumulated other comprehensive income (loss) attributable to common stockholders consisted of the following net of noncontrolling interest as of September 30, 2017: Net unrealized Currency Accumulated gains on translation derivative marketable adjustments gains, net securities Total Beginning balance $ (157,864) $ 30,374 $ 13,364 $ (114,126) Other comprehensive income (loss) before reclassifications 37,304 (27,280) 5,478 15,502 Amounts reclassified from accumulated other comprehensive income (loss) — 6,283 (18,698) (12,415) Net current-period other comprehensive income (loss) 37,304 (20,997) (13,220) 3,087 Ending balance $ (120,560) $ 9,377 $ 144 $ (111,039) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the nine months ended September 30 : 2017 2016 Amount reclassified Amount reclassified Details about accumulated other from accumulated from accumulated comprehensive income (loss) other comprehensive other comprehensive Affected line item where components: income (loss) income (loss) net income is presented Currency translation adjustments $ — $ (136,806) Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net — 17,973 Net income attributable to noncontrolling interests $ — $ (118,833) Accumulated derivative gains, net $ (7,238) $ (9,303) Interest expense — 372 Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net 955 1,173 Net income attributable to noncontrolling interests $ (6,283) $ (7,758) Realized gains on sales of marketable securities $ 21,541 $ — Other income (2,843) — Net income attributable to noncontrolling interests $ 18,698 $ — The Operating Partnership The changes in accumulated other comprehensive income (loss) by component consisted of the following as of September 30, 2017: Net unrealized Currency Accumulated gains on translation derivative marketable adjustments gains, net securities Total Beginning balance $ (181,706) $ 34,956 $ 15,383 $ (131,367) Other comprehensive income (loss) before reclassifications 42,815 (31,396) 6,325 17,744 Amounts reclassified from accumulated other comprehensive income (loss) — 7,238 (21,541) (14,303) Net current-period other comprehensive income (loss) 42,815 (24,158) (15,216) 3,441 Ending balance $ (138,891) $ 10,798 $ 167 $ (127,926) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the nine months ended September 30: 2017 2016 Amount reclassified Amount reclassified Details about accumulated other from accumulated from accumulated comprehensive income (loss) other comprehensive other comprehensive Affected line item where components: income (loss) income (loss) net income is presented Currency translation adjustments $ — $ (136,806) Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net $ — $ (136,806) Accumulated derivative gains, net $ (7,238) $ (9,303) Interest expense — 372 Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net $ (7,238) $ (8,931) Realized gains on sales of marketable securities $ 21,541 $ — Other income $ 21,541 $ — Derivative Financial Instruments We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there is no significant ineffectiveness from any of our derivative activities. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit‑risk‑related hedging or derivative activities. As of September 30, 2017, we had no outstanding interest rate derivatives. As of December 31, 2016, we had the following outstanding interest rate derivative: Number of Notional Interest Rate Derivative Instruments Amount Interest Rate Swap 1 $ 250.0 million The carrying value of our interest rate swap agreement, at fair value, as of December 31, 2016, was a net asset value of $21.1 million, all of which was included in deferred costs and other assets. We generally do not apply hedge accounting to interest rate caps, which had a nominal value as of September 30, 2017 and December 31, 2016, respectively. We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euros. We use currency forward contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro‑denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date. We had the following Euro:USD forward contracts at September 30, 2017 and December 31, 2016 (in millions): Asset (Liability) Value as of September 30, December 31, Notional Value Maturity Date 2017 2016 € 50.0 August 11, 2017 $ — $ 15.5 € 50.0 May 15, 2019 (1.6) 3.9 € 50.0 May 15, 2019 (4.0) 1.5 € 50.0 May 15, 2020 (4.3) 1.1 € 50.0 May 14, 2021 (4.4) 0.6 Asset balances in the above table are included in deferred costs and other assets. We have designated the above as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro-denominated joint venture investment. The total gross accumulated other comprehensive income related to our derivative activities, including our share of the other comprehensive income from unconsolidated entities, approximated $10.8 million and $35.0 million as of September 30, 2017 and December 31, 2016, respectively. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014‑09, "Revenue From Contracts With Customers." ASU 2014-09 amends the existing accounting standards for revenue recognition. The new standard provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers. The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets, such as property, including real estate. Our revenues that will be impacted by this standard primarily include management, development, leasing and financing fee revenues for services performed related to various domestic joint ventures that we manage, licensing fees earned from various international properties, sales of real estate, including land parcels and operating properties, and other ancillary income earned at our properties. Through the first nine months of 2017 and for the year ended December 31, 2016, these revenues were less than 6.0% and 7.0% of consolidated revenue, respectively. We expect that the amount and timing of revenue recognition from our management services to joint ventures referenced above and licensing fee arrangements will be generally consistent with our current measurement and pattern of recognition. In addition, we do not actively sell operating properties as part of our core business strategy and, accordingly, the sale of properties does not generally constitute a significant part of our revenue and cash flows. As a result, we do not expect the adoption of this standard to have a significant impact on our consolidated financial statements as a whole. We expect to adopt the standard using the modified retrospective approach, which requires a cumulative effect adjustment, if any, as of the date of adoption. The new standard is effective for us beginning with the first quarter of 2018. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which will require entities to recognize changes in equity investments with readily determinable fair values in net income. We will record a cumulative-effect adjustment to beginning retained earnings in the year of adoption to reclassify unrealized gains and losses previously reported in accumulated other comprehensive income for equity investments with readily determinable fair values that are currently being accounted for as available for sale securities and certain investments currently being accounted for using the cost method for which the measurement alternative described below is not elected. For those equity investments that do not have readily determinable fair values, the ASU permits the application of a measurement alternative using the cost of the investment, less any impairments, plus or minus changes resulting from observable price changes for an identical or similar investment of the same issuer. This guidance will be applied prospectively upon the occurrence of an event which establishes fair value to all other investments we currently account for using the cost method. The guidance will be effective for us beginning with the first quarter of 2018. In February 2016, the FASB issued ASU 2016-02, "Leases," which will result in lessees recognizing most leased assets and corresponding lease liabilities on the balance sheet. Lessor accounting will remain substantially similar to the current accounting; however, certain refinements were made to conform the standard with the recently issued revenue recognition guidance in ASU 2014-09, specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. Leasing costs that are eligible to be capitalized as initial direct costs are also limited by ASU 2016-02. Substantially all of our revenue and the revenues of our equity method investments are earned from arrangements that are within the scope of ASU 2016-02, thus we anticipate that the timing of recognition and financial statement presentation of certain revenues, particularly those that relate to consideration from non-lease components, including fixed common area maintenance arrangements, may be affected. Upon adoption of ASU 2016-02, consideration related to these non-lease components will be accounted for using the guidance in ASU 2014-09. Further, leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. We will adopt ASU 2016-02 beginning in the first quarter of 2019 using the modified retrospective approach required by the standard. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses," which introduces new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. This standard will be effective for us in fiscal years beginning after December 15, 2019. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the Definition of a Business,” which amends guidance that assists preparers in evaluating whether a transaction will be accounted for as an acquisition of an asset or a business, likely resulting in more acquisitions being accounted for as asset acquisitions. There are certain differences in accounting under these models, including the capitalization of transaction expenses and application of a cost accumulation model in an asset acquisition. The standard is effective for annual periods beginning after December 15, 2018. We adopted this standard early as of January 1, 2017 as permitted under the standard. In February 2017, the FASB issued ASU 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets,” which clarifies the scope and application of Accounting Standards Codification 610-20 on the sale or transfer of nonfinancial assets and in substance assets to noncustomers, including partial sales. The standard generally aligns the measurement of a retained interest in a nonfinancial asset with that of a retained interest in a business. It also eliminates the use of the carryover basis for contributions of real estate into a joint venture where control of the real estate is not retained, which will result in the recognition of a gain or loss upon contribution. This standard will be effective for us for applicable transactions beginning with the first quarter of 2018. |