Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Entity Registrant Name | SIMON PROPERTY GROUP INC /DE/ |
Entity Central Index Key | 1,063,761 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q2 |
Common stock | |
Entity Common Stock, Shares Outstanding | shares | 309,209,683 |
Entity Listing, Par Value Per Share | $ / shares | $ 0.0001 |
Class B common stock | |
Entity Common Stock, Shares Outstanding | shares | 8,000 |
Entity Listing, Par Value Per Share | $ / shares | $ 0.0001 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
ASSETS: | ||
Investment properties, at cost | $ 36,429,603 | $ 36,393,464 |
Less - accumulated depreciation | 12,354,966 | 11,935,949 |
Investment properties at cost, net | 24,074,637 | 24,457,515 |
Cash and cash equivalents | 714,247 | 1,482,309 |
Tenant receivables and accrued revenue, net | 681,551 | 742,672 |
Investment in unconsolidated entities, at equity | 2,302,833 | 2,266,483 |
Investment in Klepierre, at equity | 1,772,155 | 1,934,676 |
Deferred costs and other assets | 1,297,717 | 1,373,983 |
Total assets | 30,843,140 | 32,257,638 |
LIABILITIES: | ||
Mortgages and unsecured indebtedness | 23,505,002 | 24,632,463 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 1,230,775 | 1,269,190 |
Cash distributions and losses in unconsolidated entities, at equity | 1,531,136 | 1,406,378 |
Other liabilities | 499,598 | 520,363 |
Total liabilities | 26,766,511 | 27,828,394 |
Commitments and contingencies | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | 198,001 | 190,480 |
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
Series J 8 3/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847 | 42,912 | 43,077 |
Capital in excess of par value | 9,657,810 | 9,614,748 |
Accumulated deficit | (4,833,826) | (4,782,173) |
Accumulated other comprehensive loss | (115,285) | (110,453) |
Common stock held in treasury, at cost, 11,115,156 and 9,163,920 shares, respectively | (1,380,619) | (1,079,063) |
Total stockholders' equity | 3,371,024 | 3,686,168 |
Noncontrolling interests | 507,604 | 552,596 |
Total equity | 3,878,628 | 4,238,764 |
Total liabilities and equity | 30,843,140 | 32,257,638 |
Simon Property Group, L.P. | ||
ASSETS: | ||
Investment properties, at cost | 36,429,603 | 36,393,464 |
Less - accumulated depreciation | 12,354,966 | 11,935,949 |
Investment properties at cost, net | 24,074,637 | 24,457,515 |
Cash and cash equivalents | 714,247 | 1,482,309 |
Tenant receivables and accrued revenue, net | 681,551 | 742,672 |
Investment in unconsolidated entities, at equity | 2,302,833 | 2,266,483 |
Investment in Klepierre, at equity | 1,772,155 | 1,934,676 |
Deferred costs and other assets | 1,297,717 | 1,373,983 |
Total assets | 30,843,140 | 32,257,638 |
LIABILITIES: | ||
Mortgages and unsecured indebtedness | 23,505,002 | 24,632,463 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 1,230,775 | 1,269,190 |
Cash distributions and losses in unconsolidated entities, at equity | 1,531,136 | 1,406,378 |
Other liabilities | 499,598 | 520,363 |
Total liabilities | 26,766,511 | 27,828,394 |
Commitments and contingencies | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | 198,001 | 190,480 |
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
Preferred units, 796,948 units outstanding. Liquidation value of $39,847 | 42,912 | 43,077 |
General Partner, 309,217,683 and 311,166,854 units outstanding, respectively | 3,328,112 | 3,643,091 |
Limited Partners, 46,824,406 and 46,879,625 units outstanding, respectively | 503,972 | 548,858 |
Total partners' equity | 3,874,996 | 4,235,026 |
Nonredeemable noncontrolling interests in properties, net | 3,632 | 3,738 |
Total equity | 3,878,628 | 4,238,764 |
Total liabilities and equity | 30,843,140 | 32,257,638 |
Common stock | ||
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
Common stock | 32 | 32 |
Class B common stock | ||
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
Common stock |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Capital stock, total shares authorized | 850,000,000 | 850,000,000 |
Capital stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Capital stock, shares of excess common stock | 238,000,000 | 238,000,000 |
Capital stock, authorized shares of preferred stock | 100,000,000 | 100,000,000 |
Preferred stock stated dividend rate percentage | 8.375% | 8.375% |
Series J 8 3/8% cumulative redeemable preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series J 8 3/8% cumulative redeemable preferred stock, shares issued | 796,948 | 796,948 |
Series J 8 3/8% cumulative redeemable preferred stock, shares outstanding | 796,948 | 796,948 |
Preferred units, Liquidation value (in dollars) | $ 39,847 | $ 39,847 |
Common stock held in treasury, shares | 11,115,156 | 9,163,920 |
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 511,990,000 | 511,990,000 |
Common stock, shares issued | 320,324,839 | 320,322,774 |
Common stock, shares outstanding | 320,324,839 | 320,322,774 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000 | 10,000 |
Common stock, shares issued | 8,000 | 8,000 |
Common stock, shares outstanding | 8,000 | 8,000 |
Simon Property Group, L.P. | ||
Preferred units, units outstanding | 796,948 | 796,948 |
Preferred units, Liquidation value (in dollars) | $ 39,847 | $ 39,847 |
General Partner, units outstanding | 309,217,683 | 311,166,854 |
Limited Partners, units outstanding | 46,824,406 | 46,879,625 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
REVENUE: | ||||
Minimum rent | $ 857,106 | $ 851,552 | $ 1,717,277 | $ 1,698,350 |
Overage rent | 31,942 | 29,764 | 64,932 | 57,967 |
Tenant reimbursements | 372,949 | 380,527 | 753,312 | 759,442 |
Management fees and other revenues | 28,541 | 31,367 | 56,722 | 61,914 |
Other income | 97,820 | 68,338 | 195,929 | 129,638 |
Total revenue | 1,388,358 | 1,361,548 | 2,788,172 | 2,707,311 |
EXPENSES: | ||||
Property operating | 102,951 | 107,371 | 216,400 | 211,419 |
Depreciation and amortization | 320,198 | 322,396 | 637,134 | 633,228 |
Real estate taxes | 111,449 | 113,415 | 225,635 | 220,073 |
Repairs and maintenance | 22,191 | 21,700 | 49,875 | 47,301 |
Advertising and promotion | 36,491 | 36,496 | 71,291 | 72,444 |
Provision for credit losses | 3,299 | 2,659 | 8,931 | 7,870 |
Home and regional office costs | 32,316 | 36,476 | 73,380 | 79,455 |
General and administrative | 10,913 | 13,074 | 23,542 | 27,075 |
Other | 10,875 | 21,812 | 42,377 | 45,627 |
Total operating expenses | 650,683 | 675,399 | 1,348,565 | 1,344,492 |
OPERATING INCOME | 737,675 | 686,149 | 1,439,607 | 1,362,819 |
Interest expense | (206,624) | (207,174) | (412,115) | (405,373) |
Loss on extinguishment of debt | (128,618) | (128,618) | ||
Income and other taxes | (10,137) | (5,990) | (16,357) | (2,470) |
Income from unconsolidated entities | 100,828 | 92,017 | 190,854 | 161,101 |
Gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | 9,672 | 4,989 | 144,949 | 4,989 |
CONSOLIDATED NET INCOME | 631,414 | 441,373 | 1,346,938 | 992,448 |
Net income (loss) attributable to noncontrolling interests | 83,576 | 58,549 | 177,611 | 131,053 |
Preferred dividends | 834 | 834 | 1,669 | 1,669 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS or UNITHOLDERS | $ 547,004 | $ 381,990 | $ 1,167,658 | $ 859,726 |
BASIC AND DILUTED EARNINGS PER COMMON SHARE or UNIT: | ||||
Net income attributable to common stockholders or unitholders (in dollars per share or unit) | $ 1.77 | $ 1.23 | $ 3.77 | $ 2.75 |
Consolidated Net Income | $ 631,414 | $ 441,373 | $ 1,346,938 | $ 992,448 |
Unrealized gain (loss) on derivative hedge agreements | 21,260 | (21,545) | 15,113 | (22,798) |
Net loss reclassified from accumulated other comprehensive loss into earnings | 2,185 | 2,439 | 4,339 | 5,059 |
Currency translation adjustments | (38,126) | 16,745 | (25,034) | 29,892 |
Changes in available-for-sale securities and other | 222 | (1,152) | (66) | (463) |
Comprehensive income | 616,955 | 437,860 | 1,341,290 | 1,004,138 |
Comprehensive income attributable to noncontrolling interests | 81,654 | 58,065 | 176,794 | 132,490 |
Comprehensive income attributable to common stockholders or unitholders | 535,301 | 379,795 | 1,164,496 | 871,648 |
Simon Property Group, L.P. | ||||
REVENUE: | ||||
Minimum rent | 857,106 | 851,552 | 1,717,277 | 1,698,350 |
Overage rent | 31,942 | 29,764 | 64,932 | 57,967 |
Tenant reimbursements | 372,949 | 380,527 | 753,312 | 759,442 |
Management fees and other revenues | 28,541 | 31,367 | 56,722 | 61,914 |
Other income | 97,820 | 68,338 | 195,929 | 129,638 |
Total revenue | 1,388,358 | 1,361,548 | 2,788,172 | 2,707,311 |
EXPENSES: | ||||
Property operating | 102,951 | 107,371 | 216,400 | 211,419 |
Depreciation and amortization | 320,198 | 322,396 | 637,134 | 633,228 |
Real estate taxes | 111,449 | 113,415 | 225,635 | 220,073 |
Repairs and maintenance | 22,191 | 21,700 | 49,875 | 47,301 |
Advertising and promotion | 36,491 | 36,496 | 71,291 | 72,444 |
Provision for credit losses | 3,299 | 2,659 | 8,931 | 7,870 |
Home and regional office costs | 32,316 | 36,476 | 73,380 | 79,455 |
General and administrative | 10,913 | 13,074 | 23,542 | 27,075 |
Other | 10,875 | 21,812 | 42,377 | 45,627 |
Total operating expenses | 650,683 | 675,399 | 1,348,565 | 1,344,492 |
OPERATING INCOME | 737,675 | 686,149 | 1,439,607 | 1,362,819 |
Interest expense | (206,624) | (207,174) | (412,115) | (405,373) |
Loss on extinguishment of debt | (128,618) | (128,618) | ||
Income and other taxes | (10,137) | (5,990) | (16,357) | (2,470) |
Income from unconsolidated entities | 100,828 | 92,017 | 190,854 | 161,101 |
Gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | 9,672 | 4,989 | 144,949 | 4,989 |
CONSOLIDATED NET INCOME | 631,414 | 441,373 | 1,346,938 | 992,448 |
Net income (loss) attributable to noncontrolling interests | 279 | 74 | 186 | (170) |
Preferred dividends | 1,313 | 1,313 | 2,626 | 2,626 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS or UNITHOLDERS | 629,822 | 439,986 | 1,344,126 | 989,992 |
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO: | ||||
General Partner | 547,004 | 381,990 | 1,167,658 | 859,726 |
Limited Partners | $ 82,818 | $ 57,996 | $ 176,468 | $ 130,266 |
BASIC AND DILUTED EARNINGS PER COMMON SHARE or UNIT: | ||||
Net income attributable to common stockholders or unitholders (in dollars per share or unit) | $ 1.77 | $ 1.23 | $ 3.77 | $ 2.75 |
Consolidated Net Income | $ 631,414 | $ 441,373 | $ 1,346,938 | $ 992,448 |
Unrealized gain (loss) on derivative hedge agreements | 21,260 | (21,545) | 15,113 | (22,798) |
Net loss reclassified from accumulated other comprehensive loss into earnings | 2,185 | 2,439 | 4,339 | 5,059 |
Currency translation adjustments | (38,126) | 16,745 | (25,034) | 29,892 |
Changes in available-for-sale securities and other | 222 | (1,152) | (66) | (463) |
Comprehensive income | 616,955 | 437,860 | 1,341,290 | 1,004,138 |
Comprehensive income attributable to noncontrolling interests | 218 | 397 | 745 | 1,072 |
Comprehensive income attributable to common stockholders or unitholders | $ 616,737 | $ 437,463 | $ 1,340,545 | $ 1,003,066 |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated Net Income | $ 1,346,938 | $ 992,448 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities - | ||
Depreciation and amortization | 674,067 | 675,608 |
Loss on debt extinguishment | 128,618 | |
Gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | (144,949) | (4,989) |
Unrealized change in fair value of equity instruments | (6,664) | |
Gain on interest in unconsolidated entity (Note 5) | (35,621) | |
Straight-line rent | (10,564) | (11,970) |
Equity in income of unconsolidated entities | (190,854) | (161,101) |
Distributions of income from unconsolidated entities | 192,649 | 161,833 |
Changes in assets and liabilities - | ||
Tenant receivables and accrued revenue, net | 59,737 | 46,748 |
Deferred costs and other assets | (28,007) | (29,289) |
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities | (19,950) | 11,677 |
Net cash provided by operating activities | 1,836,782 | 1,809,583 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions | (87,741) | |
Funding of loans to related parties | (4,641) | (49,668) |
Capital expenditures, net | (334,674) | (318,948) |
Cash impact from the consolidation of properties | 7,536 | |
Investments in unconsolidated entities | (29,296) | (93,459) |
Purchase of marketable and non-marketable securities | (9,258) | (3,837) |
Distributions of capital from unconsolidated entities and other | 359,083 | 296,007 |
Net cash used in investing activities | (18,786) | (250,110) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sales of common stock, units and other, net of transaction costs | (165) | (164) |
Purchase of shares or units related to stock grant recipients' tax withholdings | (2,911) | (2,789) |
Redemption of limited partner units | (7,619) | |
Purchase of treasury stock | (307,296) | (396,169) |
Distributions to noncontrolling interest holders in properties | (10,067) | (6,150) |
Contributions from noncontrolling interest holders in properties | 116 | 236 |
Preferred distributions of the Operating Partnership | (958) | (958) |
Distributions to stockholders and preferred dividends | (1,210,168) | (1,094,925) |
Distributions to limited partners | (182,949) | (165,741) |
Loss on debt extinguishment | (128,618) | |
Proceeds from issuance of debt, net of transaction costs | 3,720,806 | 5,749,137 |
Repayments of debt | (4,584,847) | (5,584,777) |
Net cash used in financing activities | (2,586,058) | (1,630,918) |
DECREASE IN CASH AND CASH EQUIVALENTS | (768,062) | (71,445) |
CASH AND CASH EQUIVALENTS, beginning of period | 1,482,309 | 560,059 |
CASH AND CASH EQUIVALENTS, end of period | 714,247 | 488,614 |
Simon Property Group, L.P. | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated Net Income | 1,346,938 | 992,448 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities - | ||
Depreciation and amortization | 674,067 | 675,608 |
Loss on debt extinguishment | 128,618 | |
Gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | (144,949) | (4,989) |
Unrealized change in fair value of equity instruments | (6,664) | |
Gain on interest in unconsolidated entity (Note 5) | (35,621) | |
Straight-line rent | (10,564) | (11,970) |
Equity in income of unconsolidated entities | (190,854) | (161,101) |
Distributions of income from unconsolidated entities | 192,649 | 161,833 |
Changes in assets and liabilities - | ||
Tenant receivables and accrued revenue, net | 59,737 | 46,748 |
Deferred costs and other assets | (28,007) | (29,289) |
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities | (19,950) | 11,677 |
Net cash provided by operating activities | 1,836,782 | 1,809,583 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions | (87,741) | |
Funding of loans to related parties | (4,641) | (49,668) |
Capital expenditures, net | (334,674) | (318,948) |
Cash impact from the consolidation of properties | 7,536 | |
Investments in unconsolidated entities | (29,296) | (93,459) |
Purchase of marketable and non-marketable securities | (9,258) | (3,837) |
Distributions of capital from unconsolidated entities and other | 359,083 | 296,007 |
Net cash used in investing activities | (18,786) | (250,110) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sales of common stock, units and other, net of transaction costs | (165) | (164) |
Purchase of shares or units related to stock grant recipients' tax withholdings | (2,911) | (2,789) |
Redemption of limited partner units | (7,619) | |
Purchase of general partner units | (307,296) | (396,169) |
Distributions to noncontrolling interest holders in properties | (10,067) | (6,150) |
Contributions from noncontrolling interest holders in properties | 116 | 236 |
Distributions to limited partners | (1,394,075) | (1,261,624) |
Loss on debt extinguishment | (128,618) | |
Proceeds from issuance of debt, net of transaction costs | 3,720,806 | 5,749,137 |
Repayments of debt | (4,584,847) | (5,584,777) |
Net cash used in financing activities | (2,586,058) | (1,630,918) |
DECREASE IN CASH AND CASH EQUIVALENTS | (768,062) | (71,445) |
CASH AND CASH EQUIVALENTS, beginning of period | 1,482,309 | 560,059 |
CASH AND CASH EQUIVALENTS, end of period | $ 714,247 | $ 488,614 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2018 | |
Organization | |
Organization | 1. Organization Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets. In these condensed notes to the consolidated financial statements, unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P. References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. Unless otherwise indicated, these condensed notes to consolidated financial statements apply to both Simon and the Operating Partnership. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon. We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets ® , and The Mills ® . As of June 30, 2018, we owned or held an interest in 206 income‑producing properties in the United States, which consisted of 107 malls, 68 Premium Outlets, 14 Mills, four lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico. Internationally, as of June 30, 2018, we had ownership interests in nine Premium Outlets in Japan, four Premium Outlets in South Korea, three Premium Outlets in Canada, two Premium Outlets in Malaysia and one Premium Outlet in Mexico. We also own an interest in eight Designer Outlet properties in Europe, of which six properties are consolidated, and one Designer Outlet property in Canada. Of the eight properties in Europe, two are located in Italy, two are located in the Netherlands and one each is located in Austria, Germany, France and the United Kingdom. As of June 30, 2018, we also owned a 21.1% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris‑based real estate company which owns, or has an interest in, shopping centers located in 16 countries in Europe. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Basis of Presentation | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of all controlled subsidiaries, and all significant intercompany amounts have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim periods ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year. These consolidated financial statements have been prepared in accordance with the instructions to Form 10‑Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (GAAP) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this Form 10‑Q should be read in conjunction with the audited consolidated financial statements and related notes contained in the combined 2017 Annual Report on Form 10‑K of Simon and the Operating Partnership. As of June 30, 2018, we consolidated 133 wholly‑owned properties and 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 82 properties, or the joint venture properties, as well as our investments in Klépierre, Aéropostale, Authentic Brands Group, LLC, or ABG, and HBS Global Properties, or HBS, using the equity method of accounting, as we have determined we have significant influence over their operations. We manage the day‑to‑day operations of 58 of the 82 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, South Korea, Mexico, Malaysia, Germany, Canada, and the United Kingdom comprise 20 of the remaining 24 properties. These international properties are managed by joint ventures in which we share control. Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests, or preferred units, and are included in net income attributable to noncontrolling interests. We allocate net operating results of the Operating Partnership after preferred distributions to limited partners and to Simon based on the partners’ respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributable to limited partners are reflected in net income attributable to noncontrolling interests. Simon’s weighted average ownership interest in the Operating Partnership was 86.9% and 86.8% for the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018 and December 31, 2017, Simon’s ownership interest in the Operating Partnership was 86.8% and 86.9%, respectively. We adjust the noncontrolling limited partners’ interests at the end of each period to reflect their interest in the net assets of the Operating Partnership. Preferred unit requirements in the Operating Partnership’s accompanying consolidated statements of operations and comprehensive income represent distributions on outstanding preferred units and are recorded when declared. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Significant Accounting Policies | |
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. Equity Instruments and Debt Securities Equity instruments and debt securities consist primarily of the debt securities of our captive insurance subsidiary, equity instruments, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At June 30, 2018 and December 31, 2017, we had equity instruments with readily determinable fair values of $105.3 million and $88.3 million, respectively. Effective January 1, 2018, changes in fair value of these equity instruments are recorded in earnings. At June 30, 2018 and December 31, 2017, we had equity instruments without readily determinable fair values of $164.4 million and $186.9 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustment in the carrying value was required for the three or six months ended June 30, 2018. Our deferred compensation plan equity instruments are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income. At June 30, 2018 and December 31, 2017, we held debt securities of $64.9 million and $55.7 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary typically includes 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 subsidiary is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other‑than‑temporary. We review any declines in value of these securities for other‑than‑temporary impairment and consider the severity and duration of any decline in value. To the extent an other‑than‑temporary impairment is deemed to have occurred, an impairment is recorded and a new cost basis is established. Our captive insurance subsidiary is required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Fair Value Measurements Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs. The equity instruments with readily available determinable fair values we held at June 30, 2018 and December 31, 2017 were primarily classified as having Level 1 and Level 2 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate swap agreements with a gross asset balance of $7.8 million at June 30, 2018 and a gross liability balance of $10.7 million and $18.1 million at June 30, 2018 and December 31, 2017, respectively. Note 6 includes a discussion of the fair value of debt measured using Level 2 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 our noncontrolling interests are as follows: As of As of June 30, December 31, 2018 2017 Limited partners’ interests in the Operating Partnership $ 503,972 $ 548,858 Nonredeemable noncontrolling interests in properties, net 3,632 3,738 Total noncontrolling interests reflected in equity $ 507,604 $ 552,596 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 noncontrolling interests is as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Noncontrolling interests, beginning of period $ 527,430 621,738 $ 552,596 $ 649,464 Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties 83,037 58,393 177,213 131,338 Distributions to noncontrolling interest holders (91,901) (83,680) (183,913) (167,901) Other comprehensive (loss) income allocable to noncontrolling interests: Unrealized gain (loss) on derivative hedge agreements 2,797 (2,837) 1,993 (2,981) Net loss reclassified from accumulated other comprehensive loss into earnings 288 322 571 668 Currency translation adjustments (5,034) 2,181 (3,371) 3,799 Changes in available-for-sale securities and other 29 (150) (9) (49) (1,920) (484) (816) 1,437 Adjustment to limited partners’ interest from change in ownership in the Operating Partnership (16,496) (35,100) (52,717) (68,335) Units exchanged for common shares — (1,341) (70) (1,353) Units redeemed (98) — (572) — Long-term incentive performance units 7,462 4,853 15,769 19,558 Contributions by noncontrolling interests, net, and other 90 65 114 236 Noncontrolling interests, end of period $ 507,604 $ 564,444 $ 507,604 $ 564,444 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 noncontrolling interests is as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Noncontrolling nonredeemable interests in properties, net — beginning of period $ 3,800 4,647 $ 3,738 $ 5,116 Net income attributable to noncontrolling nonredeemable interests 218 397 745 1,072 Distributions to noncontrolling nonredeemable interestholders (475) (845) (964) (2,160) Contributions by noncontrolling nonredeemable interests, net, and other 89 65 113 236 Noncontrolling nonredeemable interests in properties, net — end of period $ 3,632 $ 4,264 $ 3,632 $ 4,264 Accumulated Other Comprehensive Income (Loss) Simon The changes in components of our accumulated other comprehensive income (loss) attributable to common stockholders consisted of the following net of noncontrolling interest as of June 30, 2018: Net unrealized Currency Accumulated losses on translation derivative marketable adjustments gains, net securities Total Beginning balance $ (118,138) $ 8,055 $ (370) $ (110,453) Other comprehensive (loss) income before reclassifications (21,663) 13,120 (57) (8,600) Amounts reclassified from accumulated other comprehensive income (loss) — 3,768 — 3,768 Net current-period other comprehensive (loss) income (21,663) 16,888 (57) (4,832) Ending balance $ (139,801) $ 24,943 $ (427) $ (115,285) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the six months ended June 30: 2018 2017 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 Accumulated derivative losses, net $ (4,339) $ (5,059) Interest expense 571 668 Net income attributable to noncontrolling interests $ (3,768) $ (4,391) The Operating Partnership The changes in accumulated other comprehensive income (loss) by component consisted of the following as of June 30, 2018: Net unrealized Currency Accumulated losses on translation derivative marketable adjustments gains, net securities Total Beginning balance $ (135,940) $ 9,263 $ (425) $ (127,102) Other comprehensive (loss) income before reclassifications (25,034) 15,113 (66) (9,987) Amounts reclassified from accumulated other comprehensive income (loss) — 4,339 — 4,339 Net current-period other comprehensive (loss) income (25,034) 19,452 (66) (5,648) Ending balance $ (160,974) $ 28,715 $ (491) $ (132,750) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the six months ended June 30: 2018 2017 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 Accumulated derivative losses, net $ (4,339) $ (5,059) Interest expense Derivative Financial Instruments We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit‑risk‑related hedging or derivative activities. As of June 30, 2018 and December 31, 2017, we had no outstanding interest rate derivatives. We generally do not apply hedge accounting to interest rate caps, which had a nominal value as of June 30, 2018 and December 31, 2017, respectively. We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro. We use currency forward contracts, cross currency swap contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro‑denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date. We had the following Euro:USD forward contracts at June 30, 2018 and December 31, 2017 (in millions): Liability Value as of June 30, December 31, Notional Value Maturity Date 2018 2017 € 50.0 May 15, 2019 (0.3) (2.4) € 50.0 May 15, 2019 (2.7) (4.9) € 50.0 May 15, 2020 (3.5) (5.2) € 50.0 May 14, 2021 (4.1) (5.5) Liability balances in the above table are included in other liabilities. In the first quarter of 2018, we entered into a cross-currency swap agreement to manage our exposure to changes in foreign exchange rates by swapping $150.0 million of 4.38% fixed-rate U.S. dollar-denominated debt to 1.37% fixed-rate Euro-denominated debt of €121.6 million. The cross-currency swap matures on December 1, 2020. The carrying value of our cross-currency swap agreement at June 30, 2018 is $7.5 million and is included in deferred costs and other assets. On July 10, 2018, we entered into a Yen-denominated cross-currency swap agreement designated as a net investment hedge by swapping $200.1 million of 4.38% fixed-rate U.S. dollar-denominated debt to ¥22.3 billion of 1.19% fixed rate Yen-denominated debt. Contemporaneously, we repaid Yen-denominated borrowings of $201.1 million (U.S. dollar equivalent) on the Operating Partnership’s $4.0 billion unsecured revolving credit facility, or Credit Facility. We have designated the currency forward contracts and cross-currency swaps as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro or Yen-denominated joint venture investment. The total gross accumulated other comprehensive income related to the Operating Partnership’s derivative activities, including our share of the other comprehensive income from unconsolidated entities, approximated $28.7 million and $9.3 million as of June 30, 2018 and December 31, 2017, 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 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. For the years ended December 31, 2017 and 2016, these revenues were less than 6.0% and 7.0% of consolidated revenue, respectively. The amount and timing of revenue recognition from our services to joint ventures, licensing fee arrangements, and ancillary income under the newly effective standard is consistent with the prior 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. We adopted the standard using the modified retrospective approach on January 1, 2018 and there was no cumulative effect adjustment recognized. Our revenues impacted by this standard are included in management fees and other revenues and in other income in the accompanying consolidated statements of operations and comprehensive income. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which requires entities to recognize changes in equity investments with readily determinable fair values in net income. We recognized a cumulative effect adjustment of $7.3 million as of adoption on January 1, 2018 to reclassify unrealized gains previously reported in accumulated other comprehensive income for equity instruments with readily determinable fair values that were previously accounted for as available-for-sale securities and certain equity instruments previously accounted for using the cost method for which the measurement alternative described below was not elected. For those equity instruments 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 equity instruments we account for using the measurement alternative. 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. ASU 2016-02 also limits the capitalization of leasing costs to initial direct costs, which will likely result in a reduction to our capitalized leasing costs and an increase in expenses, though the amount of such change is highly dependent upon the leasing compensation structures in place at the time of adoption. Substantially all of our revenues and the revenues of our equity method investments are earned from arrangements that are within the scope of ASU 2016-02. Upon adoption of ASU 2016-02, consideration related to non-lease components identified in our lease arrangements will be accounted for using the guidance in ASU 2014-09, which we have determined would (i) necessitate that we reallocate consideration received under many of our lease arrangements between the lease and non-lease component, (ii) result in recognizing revenue allocated to our primary non-lease component (consideration received from fixed common area maintenance arrangements) on a straight-line basis and (iii) require separate presentation of revenue recognized from lease and non-lease components on our statements of operations and comprehensive income. However, on January 5, 2018, the FASB issued an Exposure Draft that proposes targeted improvements to ASU 2016-02, which include creating a practical expedient that would provide lessors an option not to separate lease and non-lease components when certain criteria are met and instead account for those components as a single component. We believe we would meet the criteria to account for lease and non-lease components as a single component, which would alleviate the requirement upon adoption of ASU 2016-02 that we reallocate or separately present lease and non-lease components. We would, however, recognize consideration received from fixed common area maintenance arrangements on a straight-line basis. On July 30, 2018, the FASB adopted these targeted improvements. Further, upon adoption of ASU 2016-02, leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. Undiscounted future minimum lease payments due under long-term ground leases with termination dates which range from 2019 to 2090, excluding extension options, over the term of these leases total approximately $780.4 million. The adoption of the guidance will result in the recognition of leased assets and corresponding liabilities discounted over the life of the applicable leases. We will adopt ASU 2016-02 and any subsequent amendments beginning in the first quarter of 2019. In the targeted improvements adopted on July 30, 2018, the FASB also provided a transition option that would permit the application of the new guidance as of the adoption date rather than to all periods presented. We are currently evaluating the impact that the adoption of the new standard and the targeted improvements the FASB adopted will have on our consolidated financial statements and method of adoption. 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 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. We adopted the standard using the modified retrospective approach on January 1, 2018 and there was no cumulative effect adjustment to recognize. In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," which introduced amendments to the hedge accounting model to allow for better alignment with risk management practices in addition to simplifying the hedge accounting model. The provisions may permit more risk management strategies to qualify for hedge accounting, including interest rate hedges and foreign currency hedges. We early adopted the ASU on January 1, 2018 as permitted under the standard. There was no impact on our consolidated financial statements at adoption. |
Per Share and Per Unit Data
Per Share and Per Unit Data | 6 Months Ended |
Jun. 30, 2018 | |
Per Share and Per Unit Data | |
Per Share and Per Unit Data | 4. Per Share and Per Unit Data We determine basic earnings per share and basic earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share and diluted earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding combined with the incremental weighted average number of shares or units, as applicable, that would have been outstanding assuming all potentially dilutive securities were converted into shares of common stock or units, as applicable, at the earliest date possible. The following tables set forth the components of basic and diluted earnings per share and basic and diluted earnings per unit. Simon For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Net Income attributable to Common Stockholders — Basic and Diluted $ 547,004 $ 381,990 $ 1,167,658 $ 859,726 Weighted Average Shares Outstanding — Basic and Diluted 309,355,154 311,579,301 309,966,005 312,191,241 For the three and six months ended June 30, 2018, potentially dilutive securities include units that are exchangeable for common stock and long-term incentive performance units, or LTIP units, granted under our long-term incentive performance programs that are convertible into units and exchangeable for common stock. No securities had a material dilutive effect for the three or six months ended June 30, 2018 and 2017. We have not adjusted net income attributable to common stockholders and weighted average shares outstanding for income allocable to limited partners or units, respectively, as doing so would have no dilutive impact. We accrue dividends when they are declared. The Operating Partnership For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Net Income attributable to Unitholders — Basic and Diluted $ 629,822 $ 439,986 $ 1,344,126 $ 989,992 Weighted Average Units Outstanding — Basic and Diluted 356,181,817 358,865,806 356,810,908 359,494,630 For the three and six months ended June 30, 2018, potentially dilutive securities include LTIP units. No securities had a material dilutive effect for the three or six months ended June 30, 2018 and 2017. We accrue distributions when they are declared. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 6 Months Ended |
Jun. 30, 2018 | |
Investment in Unconsolidated Entities | |
Investments in Unconsolidated Entities | 5. Investment in Unconsolidated Entities Real Estate Joint Ventures and Investments Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties and diversify our risk in a particular property or portfolio of properties. As discussed in Note 2, we held joint venture interests in 82 properties as of June 30, 2018. Certain of our joint venture properties are subject to various rights of first refusal, buy‑sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner. We may provide financing to joint ventures primarily in the form of interest bearing construction loans. As of June 30, 2018 and December 31, 2017, we had construction loans and other advances to related parties totaling $87.4 million and $87.0 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets. Unconsolidated Entity Transactions On June 7, 2018, Aventura Mall, a property in which we own a 33.3% interest, refinanced its $1.2 billion mortgage and its $200.8 million construction loan with a $1.75 billion mortgage at a fixed interest rate of 4.12% that matures on July 1, 2028. An early repayment charge of $30.9 million was incurred at the property, which along with the write-off of deferred debt issuance costs of $6.5 million, is included in interest expense in the accompanying combined joint venture statements of operations. Our $12.5 million share of the charge associated with the repayment is included in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Excess proceeds from the financing were distributed to the venture partners in June 2018. In May 2017, Colorado Mills, a property in which we have a 37.5% interest, sustained significant hail damage. During the second quarter of 2017, the property recorded an impairment charge of approximately $32.5 million based on the net carrying value of the assets damaged, which was fully offset by anticipated insurance recoveries. As of June 30, 2018, the property had received business interruption proceeds and also property damage proceeds of $58.3 million, which resulted in the property recording a $25.8 million gain in 2018. Our share of the gain, $9.7 million, is reflected within the gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. On September 15, 2016, we and a group of co-investors acquired certain assets and liabilities of Aéropostale, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. In April 2018, we contributed our entire interest in the licensing venture in exchange for additional interests in ABG, a brand development, marketing, and entertainment company. As a result, we recognized a $35.6 million non-cash gain representing the increase in value of our previously held interest in the licensing venture, which is included in other income in the accompanying consolidated statements of operations and comprehensive income. At June 30, 2018, our noncontrolling equity method interests in the operations venture of Aéropostale and in ABG were 44.95% and 5.78%, respectively. As of June 30, 2018 and December 31, 2017, we had an 11.7% noncontrolling equity interest in HBS, a venture formed with Hudson’s Bay Company. The venture has 42 properties in the U.S. and, subsequent to formation, acquired 41 properties from Kaufhof. In exchange for our interest, we committed to contribute $100.0 million for improvements to certain properties. As of June 30, 2018 and December 31, 2017, we had funded $68.3 million of this commitment. In addition, we contributed $178.5 million in connection with the acquisition of the Kaufhof department stores. Our share of net income, net of amortization of our excess investment, was $3.7 million and $3.3 million for the three months ended June 30, 2018 and 2017, respectively, and $7.6 million and $6.5 million for the six months ended June 30, 2018 and 2017, respectively. Total revenues, operating income and consolidated net income were approximately $174.2 million, $102.3 million and $53.8 million, respectively, for the six months ended June 30, 2018 and $183.0 million, $177.9 million and $129.7 million, respectively, for the six months ended June 30, 2017. European Investments At June 30, 2018, we owned 63,924,148 shares, or approximately 21.1%, of Klépierre, which had a quoted market price of $37.86 per share. Our share of net income, net of amortization of our excess investment, was $24.8 million and $15.9 million for the three months ended June 30, 2018 and 2017, respectively, and $47.7 million and $23.1 million for the six months ended June 30, 2018 and 2017, respectively. Based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP, Klépierre’s total revenues, operating income and consolidated net income were approximately $814.7 million, $333.3 million and $364.4 million, respectively, for the six months ended June 30, 2018 and $713.2 million, $251.6 million and $209.7 million, respectively, for the six months ended June 30, 2017. During the six months ended June 30, 2018, Klépierre completed the disposal of its interests in certain shopping centers. In connection with these disposals, we recorded a gain of $13.4 million, representing our share of the gains recognized by Klépierre, which is included in gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We have an interest in a European investee that had interests in nine Designer Outlet properties as of June 30, 2018 and December 31, 2017, respectively. As of June 30, 2018, our legal percentage ownership interests in these properties ranged from 45% to 94%. In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties. We also have minority interests in Value Retail PLC and affiliated entities, which own or have interests in and operate nine luxury outlets located throughout Europe and we have a direct minority ownership in three of those outlets. At June 30, 2018 and December 31, 2017, the carrying value of these equity instruments was $140.8 million and is included in deferred costs and other assets. Asian Joint Ventures We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $221.6 million and $230.3 million as of June 30, 2018 and December 31, 2017, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $155.2 million and $149.1 million as of June 30, 2018 and December 31, 2017, respectively, including all related components of accumulated other comprehensive income (loss). Summary Financial Information A summary of our equity method investments and share of income from such investments, excluding Klépierre, and our investments in Aéropostale, ABG and HBS follows. COMBINED BALANCE SHEETS June 30, December 31, 2018 2017 Assets: Investment properties, at cost $ 18,580,295 $ 18,328,747 Less - accumulated depreciation 6,618,858 6,371,363 11,961,437 11,957,384 Cash and cash equivalents 956,084 Tenant receivables and accrued revenue, net 403,125 Deferred costs and other assets 355,585 Total assets $ 13,708,732 $ 13,672,178 Liabilities and Partners’ Deficit: Mortgages $ 15,252,252 $ 14,784,310 Accounts payable, accrued expenses, intangibles, and deferred revenue 859,475 1,033,674 Other liabilities 386,151 365,857 Total liabilities 16,497,878 16,183,841 Preferred units 67,450 67,450 Partners’ deficit (2,856,596) (2,579,113) Total liabilities and partners’ deficit $ 13,708,732 $ 13,672,178 Our Share of: Partners’ deficit $ (1,240,838) $ (1,144,620) Add: Excess Investment 1,693,800 1,733,063 Our net Investment in unconsolidated entities, at equity $ 452,962 $ 588,443 “Excess Investment” represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and is allocated on a fair value basis primarily to investment properties, lease related intangibles, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of investment properties, typically no greater than 40 years, the terms of the applicable leases and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities. COMBINED STATEMENTS OF OPERATIONS For The Three For The Six Months Ended Months Ended June 30, June 30, 2018 2017 2018 2017 REVENUE: Minimum rent $ 483,976 $ 465,705 $ 959,931 $ 916,760 Overage rent 46,447 97,816 Tenant reimbursements 212,465 428,246 Other income 71,753 136,079 Total revenue 833,847 796,370 1,674,062 1,578,901 OPERATING EXPENSES: Property operating 132,028 265,013 Depreciation and amortization 159,748 313,202 Real estate taxes 63,977 130,560 Repairs and maintenance 20,471 40,701 Advertising and promotion 21,836 44,034 Provision for credit losses 2,789 6,566 Other 45,030 88,384 Total operating expenses 471,510 445,879 949,558 888,460 Operating Income 362,337 350,491 724,504 690,441 Interest expense (146,440) (288,647) Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net — — Net Income $ 197,378 $ 204,051 $ 408,612 $ 401,794 Third-Party Investors’ Share of Net Income $ 96,240 $ 104,265 $ 202,424 $ 203,950 Our Share of Net Income 99,786 197,844 Amortization of Excess Investment (22,979) (45,436) Our Share of Gain on Sale or Disposal of, or Recovery on, Assets and Interests in Unconsolidated Entities, net — — Income from Unconsolidated Entities $ 70,071 $ 76,807 $ 153,595 $ 152,408 Our share of income from unconsolidated entities in the above table, aggregated with our share of the results of Klépierre, and our investments in Aéropostale, ABG and HBS, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Unless otherwise noted, our share of the gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net is reflected within gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt | |
Debt | 6. Debt Unsecured Debt At June 30, 2018, our unsecured debt consisted of $15.7 billion of senior unsecured notes of the Operating Partnership, $326.1 million outstanding under the Credit Facility, and $981.5 million outstanding under the Operating Partnership’s global unsecured commercial paper note program, or Commercial Paper program. The June 30, 2018 balance on the Credit Facility included $201.1 million (U.S. dollar equivalent) of Yen-denominated borrowings. Foreign currency denominated borrowings under the Credit Facility are designated as net investment hedges of a portion of our international investments. On June 30, 2018, we had an aggregate available borrowing capacity of $6.2 billion under the Credit Facility and the Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility, and together with the Credit Facility, the Credit Facilities. The maximum aggregate outstanding balance under the Credit Facilities during the six months ended June 30, 2018 was $423.1 million and the weighted average outstanding balance was $332.9 million. Letters of credit of $6.2 million were outstanding under the Credit Facilities as of June 30, 2018. The Credit Facility’s initial borrowing capacity of $4.0 billion may be increased to $5.0 billion during its term and provides for borrowings denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 95% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2021 and can be extended for an additional year to June 30, 2022 at our sole option, subject to our continued compliance with the terms thereof. The base interest rate on the Credit Facility is LIBOR plus 77.5 basis points with a facility fee of 10 basis points. On February 15, 2018, the Operating Partnership amended and extended the Supplemental Facility. The Supplemental Facility’s initial borrowing capacity of $3.5 billion may be increased to $4.5 billion during its term and provides for borrowings denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars. The initial maturity date of the Supplemental Facility was extended to June 30, 2022 and can be extended for an additional year to June 30, 2023 at our sole option, subject to our continued compliance with the terms thereof. The base interest rate on the Supplemental Facility was reduced to LIBOR plus 77.5 basis points from LIBOR plus 80 basis points, with a facility fee of 10 basis points. The Operating Partnership also has available a Commercial Paper program of $1.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes will be sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership’s other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities and if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On June 30, 2018, we had $981.5 million outstanding under the Commercial Paper program, fully comprised of U.S. dollar-denominated notes with a weighted average interest rate of 2.02%. These borrowings mature on various dates through August 20, 2018 and reduce amounts otherwise available under the Credit Facilities. On January 3, 2018, the Operating Partnership redeemed at par $750.0 million of senior unsecured notes with a fixed interest rate of 1.50%. On July 10, 2018, the Operating Partnership repaid Yen-denominated borrowings of $201.1 million (U.S. dollar equivalent) on the Credit Facility. Mortgage Debt Total mortgage indebtedness was $6.6 billion and $6.9 billion at June 30, 2018 and December 31, 2017, respectively. During the six months ended June 30, 2018, we repaid a mortgage loan of $86.6 million with an interest rate of 7.79%, unencumbering the property. Covenants Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of June 30, 2018, we were in compliance with all covenants of our unsecured debt. At June 30, 2018, we or our subsidiaries were the borrowers under 46 non‑recourse mortgage notes secured by mortgages on 49 properties, including two separate pools of cross‑defaulted and cross‑collateralized mortgages encumbering a total of five properties. Under these cross‑default provisions, a default under any mortgage included in the cross‑defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non‑financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At June 30, 2018, the applicable borrowers under these non‑recourse mortgage notes were in compliance with all covenants where non‑compliance could individually or in the aggregate, giving effect to applicable cross‑default provisions, have a material adverse effect on our financial condition, liquidity or results of operations. Fair Value of Debt The carrying value of our variable‑rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed‑rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate the fair values of consolidated fixed‑rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The book value of our consolidated fixed‑rate mortgages and unsecured indebtedness including commercial paper was $22.3 billion and $23.4 billion as of June 30, 2018 and December 31, 2017, respectively. The fair values of these financial instruments and the related discount rate assumptions as of June 30, 2018 and December 31, 2017 are summarized as follows: June 30, December 31, 2018 2017 Fair value of fixed-rate mortgages and unsecured indebtedness $ 22,154 $ 24,003 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 4.75 % 4.25 % Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness 4.59 % 4.10 % |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity | |
Equity | 7. Equity During the six months ended June 30, 2018, Simon issued 6,000 shares of common stock to a limited partner of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the six months ended June 30, 2018, the Operating Partnership redeemed 49,219 units from four limited partners for $7.6 million. These transactions increased Simon’s ownership interest in the Operating Partnership. On February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan through March 31, 2019. Simon may repurchase the shares in the open market or in privately negotiated transactions as market conditions warrant. During the six months ended June 30, 2018, Simon purchased 1,988,247 shares at an average price of $154.56 per share as part of this program. During the six months ended June 30, 2017, Simon purchased 2,399,051 shares at an average price of $165.14 per share as part of this program. As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon. Temporary Equity Simon Simon classifies as temporary equity those securities for which there is the possibility that Simon could be required to redeem the security for cash irrespective of the probability of such a possibility. As a result, Simon classifies one series of preferred units in the Operating Partnership and noncontrolling redeemable interests in properties in temporary equity. Each of these securities is discussed further below. Limited Partners’ Preferred Interest in the Operating Partnership and Noncontrolling Redeemable Interests in Properties . The redemption features of the preferred units in the Operating Partnership contain provisions which could require the Operating Partnership to settle the redemption in cash. As a result, this series of preferred units in the Operating Partnership remains classified outside permanent equity. The remaining interests in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside Simon’s control are accounted for as temporary equity. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated deficit. There were no noncontrolling interests redeemable at amounts in excess of fair value as of June 30, 2018 and December 31, 2017. The following table summarizes the preferred units in the Operating Partnership and the amount of the noncontrolling redeemable interests in properties as follows: As of As of June 30, December 31, 2018 2017 7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding $ 25,537 $ 25,537 Other noncontrolling redeemable interests in properties 172,464 164,943 Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties $ 198,001 $ 190,480 The Operating Partnership The Operating Partnership classifies as temporary equity those securities for which there is the possibility that the Operating Partnership could be required to redeem the security for cash, irrespective of the probability of such a possibility. As a result, the Operating Partnership classifies one series of preferred units and noncontrolling redeemable interests in properties in temporary equity. The following table summarizes the preferred units and the amount of the noncontrolling redeemable interests in properties as follows: As of As of June 30, December 31, 2018 2017 7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding $ 25,537 $ 25,537 Other noncontrolling redeemable interests in properties 172,464 164,943 Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties $ 198,001 $ 190,480 Stock Based Compensation Awards under our stock based compensation plans primarily take the form of LTIP unit and restricted stock grants. Restricted stock and awards under the LTIP programs are all performance based and are based on various individual, corporate and business unit performance measures as further described below. The expense related to these programs, net of amounts capitalized, is included within home and regional office costs and general and administrative costs in the accompanying statements of operations and comprehensive income. LTIP Programs. The Compensation Committee has approved long‑term, performance based incentive compensation programs, or the LTIP programs, for certain senior executive officers. Awards under the LTIP programs take the form of LTIP units, a form of limited partnership interest issued by the Operating Partnership, which are subject to the participant maintaining employment with us through certain dates and other conditions as described in the applicable award agreements. Awarded LTIP units not earned in accordance with the conditions set forth in the applicable award agreements are forfeited. Earned and fully vested LTIP units are equivalent to units of the Operating Partnership. During the performance period, participants are entitled to receive distributions on the LTIP units awarded to them equal to 10% of the regular quarterly distributions paid on a unit of the Operating Partnership. As a result, we account for these LTIP units as participating securities under the two‑class method of computing earnings per share. Awards under the LTIP programs for 2016 will be considered earned if, and only to the extent to which, applicable total shareholder return, or TSR, performance measures, as defined in the applicable award agreements, are achieved during the applicable performance periods. Once earned, LTIP units are subject to a two-year vesting period. One‑half of the earned LTIP units will vest on January 1 of each of the second and third years following the end of the applicable performance period. In 2018, the Compensation Committee established and granted awards under a redesigned LTIP program, or the 2018 LTIP program. Awards under the 2018 LTIP program were granted in two tranches, Tranche A LTIP units and Tranche B LTIP units. Each of the Tranche A LTIP units and the Tranche B LTIP units will be considered earned if, and only to the extent to which, the respective goals based on Funds From Operations, or FFO, per share or Relative TSR Goal performance criteria, as defined in the applicable award agreements, are achieved during the applicable two-year and three-year performance periods of the Tranche A LTIP units and Tranche B LTIP units, respectively. One‑half of the earned Tranche A LTIP units will vest on January 1, 2021 with the other one-half vesting on January 1, 2022. All of the earned Tranche B LTIP units will vest on January 1, 2022. The grant date fair value of the portion of the LTIP units based on achieving the target FFO performance criteria is $6.25 million for the Tranche A LTIP units and the Tranche B LTIP units, for a total of $12.5 million. The 2018 LTIP program provides that the value of the FFO-based award may be adjusted up or down based on the Company’s performance compared to the target FFO performance criteria and has a maximum potential fair value of $18.75 million. The value of the FFO-based award is recorded as expense over the period from the grant date to the date at which the awards, if earned, would become vested, based on our assessment as to whether it is probable that the performance criteria will be achieved during the applicable performance periods. The grant date fair values of any LTIP units based on TSR performance are estimated using a Monte Carlo model, and the resulting fixed expense is recorded regardless of whether the TSR performance criteria are achieved if the required service is delivered. The grant date fair values are being amortized into expense over the period from the grant date to the date at which the awards, if earned, would become vested. The Compensation Committee approved LTIP unit grants as shown in the table below. The extent to which LTIP units were earned, and the aggregate grant date fair value, are as follows: LTIP Program LTIP Units Earned Grant Date Fair Value of TSR Award Grant Date Target Value of FFO-Based Award 2013-2015 LTIP program 466,405 $28.5 million — 2014-2016 LTIP program 120,314 $27.5 million — 2015-2017 LTIP program — $25.1 million — 2016-2018 LTIP program To be determined in 2019 $26.3 million — 2018 LTIP program - Tranche A To be determined in 2020 $6.25 million $6.25 million 2018 LTIP program - Tranche B To be determined in 2021 $6.25 million $6.25 million We recorded compensation expense, net of capitalization, related to these LTIP programs of approximately $8.6 million and $5.1 million for the six months ended June 30, 2018 and 2017, respectively. Restricted Stock. The Compensation Committee awarded 43,043 shares of restricted stock to employees during the six months ended June 30, 2018 at a weighted-average fair market value of $154.35 per share. During the six months ended June 30, 2018, our non-employee Directors were awarded an aggregate of 12,648 shares of restricted stock at a weighted average fair market value of $158.71 per share. These shares represent a portion of the compensation we pay our non-employee Directors, and all of the shares have been placed in a non-employee Director deferred compensation account maintained by us. The grant date fair value of the employee restricted stock awards is being recognized as expense over the three-year vesting service period. The grant date fair value of the non-employee Director restricted stock awards is being recognized as expense over the one-year vesting service period. In accordance with the Operating Partnership's partnership agreement, the Operating Partnership issued an equal number of units to Simon that are subject to the same vesting conditions as the restricted stock. We recorded compensation expense, net of capitalization, related to restricted stock of approximately $4.0 million and $5.3 million for the six months ended June 30, 2018 and 2017, respectively. Other Compensation Arrangements. On July 6, 2011, in connection with the execution of an employment agreement, the Compensation Committee granted David Simon, Simon’s Chairman and Chief Executive Officer, a retention award in the form of 1,000,000 LTIP units, or the Award, for his continued service as Simon’s Chairman and Chief Executive Officer through July 5, 2019. Effective December 31, 2013, the Award was modified, or the Current Award, and as a result the LTIP units now become earned and eligible to vest based on the attainment of Company‑based performance goals, in addition to the service‑based vesting requirement included in the original Award. The Current Award does not contain an opportunity for Mr. Simon to receive additional LTIP units above and beyond the original Award should our performance exceed the higher end of the performance criteria. The performance criteria of the Current Award are based on the attainment of specific FFO per share. Because the performance criteria has been met, a maximum of 360,000 LTIP units, or the A units, 360,000 LTIP units, or the B units, and 280,000 LTIP units, or the C units, became earned on December 31, 2015, December 31, 2016 and December 31, 2017, respectively. Based on the Company’s performance in 2015, 360,000 A units were earned. Based on the Company’s performance in 2016, 360,000 B units were earned. Based on the Company’s performance in 2017, 280,000 C units were earned. If the relevant performance criteria had not been achieved, all or a portion of the Current Award would have been forfeited. The earned A units vested on January 1, 2018, earned B units will vest on January 1, 2019 and earned C units will vest on June 30, 2019, subject to Mr. Simon’s continued employment through such applicable date. The grant date fair value of the retention award of $120.3 million is being recognized as expense over the eight‑year term of his employment agreement on a straight‑line basis based through the applicable vesting periods of the A units, B units and C units. Changes in Equity Simon The following table provides a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to common stockholders and equity attributable to noncontrolling interests: Accumulated Common Other Capital in Stock Preferred Common Comprehensive Excess of Accumulated Held in Noncontrolling Total Stock Stock Income (Loss) Par Value Deficit Treasury interests Equity January 1, 2018 $ 43,077 $ 32 $ (110,453) $ 9,614,748 $ (4,782,173) $ (1,079,063) $ 552,596 $ 4,238,764 Exchange of limited partner units for common shares 70 (70) — Treasury stock purchase (307,296) (307,296) Redemption of limited partner units (7,047) (572) (7,619) LTIP units 15,769 15,769 Cumulative effect of accounting change 7,264 7,264 Purchase and disposition of noncontrolling interests, net and other (165) (2,678) (18,076) 5,740 114 (15,065) Adjustment to limited partners’ interest from change in ownership in the Operating Partnership 52,717 (52,717) — Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests (1,210,168) (182,949) (1,393,117) Distributions to other noncontrolling interest partners (964) (964) Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties (4,832) 1,169,327 176,397 1,340,892 June 30, 2018 $ 42,912 $ 32 $ (115,285) $ 9,657,810 $ (4,833,826) $ (1,380,619) $ 507,604 $ 3,878,628 The Operating Partnership The following table provides a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to partners and equity attributable to noncontrolling interests: Preferred Simon (Managing Limited Noncontrolling Total Units General Partner) Partners interests Equity January 1, 2018 $ 43,077 $ 3,643,091 $ 548,858 $ 3,738 $ 4,238,764 Limited partner units exchanged to units 70 (70) — Treasury unit purchase (307,296) (307,296) Redemption of limited partner units (7,047) (572) (7,619) LTIP Units 15,769 15,769 Cumulative effect of accounting change 7,264 7,264 Purchase and disposition of noncontrolling interests, net and other (165) (15,014) 1 113 (15,065) Adjustment to limited partners’ interest from change in ownership in the Operating Partnership 52,717 (52,717) — Distributions to limited partners, excluding preferred interests classified as temporary equity (1,669) (1,208,499) (182,949) (964) (1,394,081) Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties 1,669 1,162,826 175,652 745 1,340,892 June 30, 2018 $ 42,912 $ 3,328,112 $ 503,972 $ 3,632 $ 3,878,628 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 8. Commitments and Contingencies Litigation We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity, or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated. Guarantees of Indebtedness Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is non-recourse to us. As of June 30, 2018 and December 31, 2017, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $201.0 million and $211.6 million, respectively (of which we have a right of recovery from our venture partners of $10.8 million). Mortgages guaranteed by the Operating Partnership are secured by the property of the joint venture which could be sold in order to satisfy the outstanding obligation and which has an estimated fair value in excess of the guaranteed amount. Concentration of Credit Risk Our U.S. Malls, Premium Outlets, and The Mills rely heavily upon anchor tenants to attract customers; however, anchor retailers do not contribute materially to our financial results as many anchor retailers own their spaces. All material operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues. |
Real Estate Acquisitions and Di
Real Estate Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate Acquisitions and Dispositions | |
Real Estate Acquisitions and Dispositions | 9. Real Estate Acquisitions and Dispositions During the first six months of 2018, we recorded net gains of $144.9 million primarily related to disposition activity which included the foreclosure of a consolidated property in satisfaction of its $200 million non-recourse mortgage. Unless otherwise noted, gains and losses on the above are included in gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We capitalize asset acquisition costs and expense costs related to business combinations, as well as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during the six months ended June 30, 2018 and 2017. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Significant Accounting Policies | |
Cash and Cash Equivalents | 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. |
Equity Instruments and Investments | Equity Instruments and Debt Securities Equity instruments and debt securities consist primarily of the debt securities of our captive insurance subsidiary, equity instruments, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At June 30, 2018 and December 31, 2017, we had equity instruments with readily determinable fair values of $105.3 million and $88.3 million, respectively. Effective January 1, 2018, changes in fair value of these equity instruments are recorded in earnings. At June 30, 2018 and December 31, 2017, we had equity instruments without readily determinable fair values of $164.4 million and $186.9 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustment in the carrying value was required for the three or six months ended June 30, 2018. Our deferred compensation plan equity instruments are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income. At June 30, 2018 and December 31, 2017, we held debt securities of $64.9 million and $55.7 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary typically includes 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 subsidiary is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other‑than‑temporary. We review any declines in value of these securities for other‑than‑temporary impairment and consider the severity and duration of any decline in value. To the extent an other‑than‑temporary impairment is deemed to have occurred, an impairment is recorded and a new cost basis is established. Our captive insurance subsidiary is required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. |
Fair Value Measurements | 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 equity instruments with readily available determinable fair values we held at June 30, 2018 and December 31, 2017 were primarily classified as having Level 1 and Level 2 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate swap agreements with a gross asset balance of $7.8 million at June 30, 2018 and a gross liability balance of $10.7 million and $18.1 million at June 30, 2018 and December 31, 2017, respectively. Note 6 includes a discussion of the fair value of debt measured using Level 2 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 | Noncontrolling Interests Simon Details of the carrying amount of our noncontrolling interests are as follows: As of As of June 30, December 31, 2018 2017 Limited partners’ interests in the Operating Partnership $ 503,972 $ 548,858 Nonredeemable noncontrolling interests in properties, net 3,632 3,738 Total noncontrolling interests reflected in equity $ 507,604 $ 552,596 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 noncontrolling interests is as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Noncontrolling interests, beginning of period $ 527,430 621,738 $ 552,596 $ 649,464 Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties 83,037 58,393 177,213 131,338 Distributions to noncontrolling interest holders (91,901) (83,680) (183,913) (167,901) Other comprehensive (loss) income allocable to noncontrolling interests: Unrealized gain (loss) on derivative hedge agreements 2,797 (2,837) 1,993 (2,981) Net loss reclassified from accumulated other comprehensive loss into earnings 288 322 571 668 Currency translation adjustments (5,034) 2,181 (3,371) 3,799 Changes in available-for-sale securities and other 29 (150) (9) (49) (1,920) (484) (816) 1,437 Adjustment to limited partners’ interest from change in ownership in the Operating Partnership (16,496) (35,100) (52,717) (68,335) Units exchanged for common shares — (1,341) (70) (1,353) Units redeemed (98) — (572) — Long-term incentive performance units 7,462 4,853 15,769 19,558 Contributions by noncontrolling interests, net, and other 90 65 114 236 Noncontrolling interests, end of period $ 507,604 $ 564,444 $ 507,604 $ 564,444 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 noncontrolling interests is as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Noncontrolling nonredeemable interests in properties, net — beginning of period $ 3,800 4,647 $ 3,738 $ 5,116 Net income attributable to noncontrolling nonredeemable interests 218 397 745 1,072 Distributions to noncontrolling nonredeemable interestholders (475) (845) (964) (2,160) Contributions by noncontrolling nonredeemable interests, net, and other 89 65 113 236 Noncontrolling nonredeemable interests in properties, net — end of period $ 3,632 $ 4,264 $ 3,632 $ 4,264 |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Simon The changes in components of our accumulated other comprehensive income (loss) attributable to common stockholders consisted of the following net of noncontrolling interest as of June 30, 2018: Net unrealized Currency Accumulated losses on translation derivative marketable adjustments gains, net securities Total Beginning balance $ (118,138) $ 8,055 $ (370) $ (110,453) Other comprehensive (loss) income before reclassifications (21,663) 13,120 (57) (8,600) Amounts reclassified from accumulated other comprehensive income (loss) — 3,768 — 3,768 Net current-period other comprehensive (loss) income (21,663) 16,888 (57) (4,832) Ending balance $ (139,801) $ 24,943 $ (427) $ (115,285) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the six months ended June 30: 2018 2017 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 Accumulated derivative losses, net $ (4,339) $ (5,059) Interest expense 571 668 Net income attributable to noncontrolling interests $ (3,768) $ (4,391) The Operating Partnership The changes in accumulated other comprehensive income (loss) by component consisted of the following as of June 30, 2018: Net unrealized Currency Accumulated losses on translation derivative marketable adjustments gains, net securities Total Beginning balance $ (135,940) $ 9,263 $ (425) $ (127,102) Other comprehensive (loss) income before reclassifications (25,034) 15,113 (66) (9,987) Amounts reclassified from accumulated other comprehensive income (loss) — 4,339 — 4,339 Net current-period other comprehensive (loss) income (25,034) 19,452 (66) (5,648) Ending balance $ (160,974) $ 28,715 $ (491) $ (132,750) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the six months ended June 30: 2018 2017 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 Accumulated derivative losses, net $ (4,339) $ (5,059) Interest expense |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit‑risk‑related hedging or derivative activities. As of June 30, 2018 and December 31, 2017, we had no outstanding interest rate derivatives. We generally do not apply hedge accounting to interest rate caps, which had a nominal value as of June 30, 2018 and December 31, 2017, respectively. We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro. We use currency forward contracts, cross currency swap contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro‑denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date. We had the following Euro:USD forward contracts at June 30, 2018 and December 31, 2017 (in millions): Liability Value as of June 30, December 31, Notional Value Maturity Date 2018 2017 € 50.0 May 15, 2019 (0.3) (2.4) € 50.0 May 15, 2019 (2.7) (4.9) € 50.0 May 15, 2020 (3.5) (5.2) € 50.0 May 14, 2021 (4.1) (5.5) Liability balances in the above table are included in other liabilities. In the first quarter of 2018, we entered into a cross-currency swap agreement to manage our exposure to changes in foreign exchange rates by swapping $150.0 million of 4.38% fixed-rate U.S. dollar-denominated debt to 1.37% fixed-rate Euro-denominated debt of €121.6 million. The cross-currency swap matures on December 1, 2020. The carrying value of our cross-currency swap agreement at June 30, 2018 is $7.5 million and is included in deferred costs and other assets. On July 10, 2018, we entered into a Yen-denominated cross-currency swap agreement designated as a net investment hedge by swapping $200.1 million of 4.38% fixed-rate U.S. dollar-denominated debt to ¥22.3 billion of 1.19% fixed rate Yen-denominated debt. Contemporaneously, we repaid Yen-denominated borrowings of $201.1 million (U.S. dollar equivalent) on the Operating Partnership’s $4.0 billion unsecured revolving credit facility, or Credit Facility. We have designated the currency forward contracts and cross-currency swaps as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro or Yen-denominated joint venture investment. The total gross accumulated other comprehensive income related to the Operating Partnership’s derivative activities, including our share of the other comprehensive income from unconsolidated entities, approximated $28.7 million and $9.3 million as of June 30, 2018 and December 31, 2017, respectively. |
New Accounting Pronouncements | 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 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. For the years ended December 31, 2017 and 2016, these revenues were less than 6.0% and 7.0% of consolidated revenue, respectively. The amount and timing of revenue recognition from our services to joint ventures, licensing fee arrangements, and ancillary income under the newly effective standard is consistent with the prior 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. We adopted the standard using the modified retrospective approach on January 1, 2018 and there was no cumulative effect adjustment recognized. Our revenues impacted by this standard are included in management fees and other revenues and in other income in the accompanying consolidated statements of operations and comprehensive income. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which requires entities to recognize changes in equity investments with readily determinable fair values in net income. We recognized a cumulative effect adjustment of $7.3 million as of adoption on January 1, 2018 to reclassify unrealized gains previously reported in accumulated other comprehensive income for equity instruments with readily determinable fair values that were previously accounted for as available-for-sale securities and certain equity instruments previously accounted for using the cost method for which the measurement alternative described below was not elected. For those equity instruments 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 equity instruments we account for using the measurement alternative. 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. ASU 2016-02 also limits the capitalization of leasing costs to initial direct costs, which will likely result in a reduction to our capitalized leasing costs and an increase in expenses, though the amount of such change is highly dependent upon the leasing compensation structures in place at the time of adoption. Substantially all of our revenues and the revenues of our equity method investments are earned from arrangements that are within the scope of ASU 2016-02. Upon adoption of ASU 2016-02, consideration related to non-lease components identified in our lease arrangements will be accounted for using the guidance in ASU 2014-09, which we have determined would (i) necessitate that we reallocate consideration received under many of our lease arrangements between the lease and non-lease component, (ii) result in recognizing revenue allocated to our primary non-lease component (consideration received from fixed common area maintenance arrangements) on a straight-line basis and (iii) require separate presentation of revenue recognized from lease and non-lease components on our statements of operations and comprehensive income. However, on January 5, 2018, the FASB issued an Exposure Draft that proposes targeted improvements to ASU 2016-02, which include creating a practical expedient that would provide lessors an option not to separate lease and non-lease components when certain criteria are met and instead account for those components as a single component. We believe we would meet the criteria to account for lease and non-lease components as a single component, which would alleviate the requirement upon adoption of ASU 2016-02 that we reallocate or separately present lease and non-lease components. We would, however, recognize consideration received from fixed common area maintenance arrangements on a straight-line basis. On July 30, 2018, the FASB adopted these targeted improvements. Further, upon adoption of ASU 2016-02, leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. Undiscounted future minimum lease payments due under long-term ground leases with termination dates which range from 2019 to 2090, excluding extension options, over the term of these leases total approximately $780.4 million. The adoption of the guidance will result in the recognition of leased assets and corresponding liabilities discounted over the life of the applicable leases. We will adopt ASU 2016-02 and any subsequent amendments beginning in the first quarter of 2019. In the targeted improvements adopted on July 30, 2018, the FASB also provided a transition option that would permit the application of the new guidance as of the adoption date rather than to all periods presented. We are currently evaluating the impact that the adoption of the new standard and the targeted improvements the FASB adopted will have on our consolidated financial statements and method of adoption. 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 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. We adopted the standard using the modified retrospective approach on January 1, 2018 and there was no cumulative effect adjustment to recognize. In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," which introduced amendments to the hedge accounting model to allow for better alignment with risk management practices in addition to simplifying the hedge accounting model. The provisions may permit more risk management strategies to qualify for hedge accounting, including interest rate hedges and foreign currency hedges. We early adopted the ASU on January 1, 2018 as permitted under the standard. There was no impact on our consolidated financial statements at adoption. |
Significant Accounting Polici16
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Significant Accounting Policies | |
Schedule of carrying amount of noncontrolling interests | As of As of June 30, December 31, 2018 2017 Limited partners’ interests in the Operating Partnership $ 503,972 $ 548,858 Nonredeemable noncontrolling interests in properties, net 3,632 3,738 Total noncontrolling interests reflected in equity $ 507,604 $ 552,596 |
Schedule of rollforward of nonredeemable noncontrolling interests | For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Noncontrolling interests, beginning of period $ 527,430 621,738 $ 552,596 $ 649,464 Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties 83,037 58,393 177,213 131,338 Distributions to noncontrolling interest holders (91,901) (83,680) (183,913) (167,901) Other comprehensive (loss) income allocable to noncontrolling interests: Unrealized gain (loss) on derivative hedge agreements 2,797 (2,837) 1,993 (2,981) Net loss reclassified from accumulated other comprehensive loss into earnings 288 322 571 668 Currency translation adjustments (5,034) 2,181 (3,371) 3,799 Changes in available-for-sale securities and other 29 (150) (9) (49) (1,920) (484) (816) 1,437 Adjustment to limited partners’ interest from change in ownership in the Operating Partnership (16,496) (35,100) (52,717) (68,335) Units exchanged for common shares — (1,341) (70) (1,353) Units redeemed (98) — (572) — Long-term incentive performance units 7,462 4,853 15,769 19,558 Contributions by noncontrolling interests, net, and other 90 65 114 236 Noncontrolling interests, end of period $ 507,604 $ 564,444 $ 507,604 $ 564,444 |
Schedule of changes in components of accumulated other comprehensive income (loss) net of noncontrolling interest | Net unrealized Currency Accumulated losses on translation derivative marketable adjustments gains, net securities Total Beginning balance $ (118,138) $ 8,055 $ (370) $ (110,453) Other comprehensive (loss) income before reclassifications (21,663) 13,120 (57) (8,600) Amounts reclassified from accumulated other comprehensive income (loss) — 3,768 — 3,768 Net current-period other comprehensive (loss) income (21,663) 16,888 (57) (4,832) Ending balance $ (139,801) $ 24,943 $ (427) $ (115,285) |
Schedule of reclassifications out of accumulated other comprehensive income (loss) | 2018 2017 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 Accumulated derivative losses, net $ (4,339) $ (5,059) Interest expense 571 668 Net income attributable to noncontrolling interests $ (3,768) $ (4,391) |
Schedule of Euro:USD forward contracts | We had the following Euro:USD forward contracts at June 30, 2018 and December 31, 2017 (in millions): Liability Value as of June 30, December 31, Notional Value Maturity Date 2018 2017 € 50.0 May 15, 2019 (0.3) (2.4) € 50.0 May 15, 2019 (2.7) (4.9) € 50.0 May 15, 2020 (3.5) (5.2) € 50.0 May 14, 2021 (4.1) (5.5) |
Simon Property Group, L.P. | |
Significant Accounting Policies | |
Schedule of rollforward of nonredeemable noncontrolling interests | For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 Noncontrolling nonredeemable interests in properties, net — beginning of period $ 3,800 4,647 $ 3,738 $ 5,116 Net income attributable to noncontrolling nonredeemable interests 218 397 745 1,072 Distributions to noncontrolling nonredeemable interestholders (475) (845) (964) (2,160) Contributions by noncontrolling nonredeemable interests, net, and other 89 65 113 236 Noncontrolling nonredeemable interests in properties, net — end of period $ 3,632 $ 4,264 $ 3,632 $ 4,264 |
Schedule of changes in components of accumulated other comprehensive income (loss) net of noncontrolling interest | Net unrealized Currency Accumulated losses on translation derivative marketable adjustments gains, net securities Total Beginning balance $ (135,940) $ 9,263 $ (425) $ (127,102) Other comprehensive (loss) income before reclassifications (25,034) 15,113 (66) (9,987) Amounts reclassified from accumulated other comprehensive income (loss) — 4,339 — 4,339 Net current-period other comprehensive (loss) income (25,034) 19,452 (66) (5,648) Ending balance $ (160,974) $ 28,715 $ (491) $ (132,750) |
Schedule of reclassifications out of accumulated other comprehensive income (loss) | 2018 2017 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 Accumulated derivative losses, net $ (4,339) $ (5,059) Interest expense |
Per Share and Per Unit Data (Ta
Per Share and Per Unit Data (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Per Share And Per Unit Data | |
Schedule of computation of basic and diluted earnings per share and basic and diluted earnings per unit | For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Net Income attributable to Common Stockholders — Basic and Diluted $ 547,004 $ 381,990 $ 1,167,658 $ 859,726 Weighted Average Shares Outstanding — Basic and Diluted 309,355,154 311,579,301 309,966,005 312,191,241 |
Simon Property Group, L.P. | |
Per Share And Per Unit Data | |
Schedule of computation of basic and diluted earnings per share and basic and diluted earnings per unit | For the Three Months Ended June 30, For the Six Months Ended June 30, 2018 2017 2018 2017 Net Income attributable to Unitholders — Basic and Diluted $ 629,822 $ 439,986 $ 1,344,126 $ 989,992 Weighted Average Units Outstanding — Basic and Diluted 356,181,817 358,865,806 356,810,908 359,494,630 |
Investment in Unconsolidated 18
Investment in Unconsolidated Entities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Investment in Unconsolidated Entities | |
Summary of equity method investments and share of income from such investments, balance sheet | June 30, December 31, 2018 2017 Assets: Investment properties, at cost $ 18,580,295 $ 18,328,747 Less - accumulated depreciation 6,618,858 6,371,363 11,961,437 11,957,384 Cash and cash equivalents 956,084 Tenant receivables and accrued revenue, net 403,125 Deferred costs and other assets 355,585 Total assets $ 13,708,732 $ 13,672,178 Liabilities and Partners’ Deficit: Mortgages $ 15,252,252 $ 14,784,310 Accounts payable, accrued expenses, intangibles, and deferred revenue 859,475 1,033,674 Other liabilities 386,151 365,857 Total liabilities 16,497,878 16,183,841 Preferred units 67,450 67,450 Partners’ deficit (2,856,596) (2,579,113) Total liabilities and partners’ deficit $ 13,708,732 $ 13,672,178 Our Share of: Partners’ deficit $ (1,240,838) $ (1,144,620) Add: Excess Investment 1,693,800 1,733,063 Our net Investment in unconsolidated entities, at equity $ 452,962 $ 588,443 |
Summary of equity method investments and share of income from such investments, statements of operations | For The Three For The Six Months Ended Months Ended June 30, June 30, 2018 2017 2018 2017 REVENUE: Minimum rent $ 483,976 $ 465,705 $ 959,931 $ 916,760 Overage rent 46,447 97,816 Tenant reimbursements 212,465 428,246 Other income 71,753 136,079 Total revenue 833,847 796,370 1,674,062 1,578,901 OPERATING EXPENSES: Property operating 132,028 265,013 Depreciation and amortization 159,748 313,202 Real estate taxes 63,977 130,560 Repairs and maintenance 20,471 40,701 Advertising and promotion 21,836 44,034 Provision for credit losses 2,789 6,566 Other 45,030 88,384 Total operating expenses 471,510 445,879 949,558 888,460 Operating Income 362,337 350,491 724,504 690,441 Interest expense (146,440) (288,647) Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net — — Net Income $ 197,378 $ 204,051 $ 408,612 $ 401,794 Third-Party Investors’ Share of Net Income $ 96,240 $ 104,265 $ 202,424 $ 203,950 Our Share of Net Income 99,786 197,844 Amortization of Excess Investment (22,979) (45,436) Our Share of Gain on Sale or Disposal of, or Recovery on, Assets and Interests in Unconsolidated Entities, net — — Income from Unconsolidated Entities $ 70,071 $ 76,807 $ 153,595 $ 152,408 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt | |
Schedule of fair value of financial instruments and the related discount rate assumptions | June 30, December 31, 2018 2017 Fair value of fixed-rate mortgages and unsecured indebtedness $ 22,154 $ 24,003 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 4.75 % 4.25 % Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness 4.59 % 4.10 % |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of preferred units of the Operating Partnership and the amount of the noncontrolling redeemable interests in properties | As of As of June 30, December 31, 2018 2017 7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding $ 25,537 $ 25,537 Other noncontrolling redeemable interests in properties 172,464 164,943 Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties $ 198,001 $ 190,480 |
Schedule of LTIP units earned and aggregate grant date fair values adjusted for estimated forfeitures | LTIP Program LTIP Units Earned Grant Date Fair Value of TSR Award Grant Date Target Value of FFO-Based Award 2013-2015 LTIP program 466,405 $28.5 million — 2014-2016 LTIP program 120,314 $27.5 million — 2015-2017 LTIP program — $25.1 million — 2016-2018 LTIP program To be determined in 2019 $26.3 million — 2018 LTIP program - Tranche A To be determined in 2020 $6.25 million $6.25 million 2018 LTIP program - Tranche B To be determined in 2021 $6.25 million $6.25 million |
Reconciliation of carrying amounts of equity | Accumulated Common Other Capital in Stock Preferred Common Comprehensive Excess of Accumulated Held in Noncontrolling Total Stock Stock Income (Loss) Par Value Deficit Treasury interests Equity January 1, 2018 $ 43,077 $ 32 $ (110,453) $ 9,614,748 $ (4,782,173) $ (1,079,063) $ 552,596 $ 4,238,764 Exchange of limited partner units for common shares 70 (70) — Treasury stock purchase (307,296) (307,296) Redemption of limited partner units (7,047) (572) (7,619) LTIP units 15,769 15,769 Cumulative effect of accounting change 7,264 7,264 Purchase and disposition of noncontrolling interests, net and other (165) (2,678) (18,076) 5,740 114 (15,065) Adjustment to limited partners’ interest from change in ownership in the Operating Partnership 52,717 (52,717) — Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests (1,210,168) (182,949) (1,393,117) Distributions to other noncontrolling interest partners (964) (964) Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties (4,832) 1,169,327 176,397 1,340,892 June 30, 2018 $ 42,912 $ 32 $ (115,285) $ 9,657,810 $ (4,833,826) $ (1,380,619) $ 507,604 $ 3,878,628 |
Simon Property Group, L.P. | |
Schedule of preferred units of the Operating Partnership and the amount of the noncontrolling redeemable interests in properties | As of As of June 30, December 31, 2018 2017 7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding $ 25,537 $ 25,537 Other noncontrolling redeemable interests in properties 172,464 164,943 Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties $ 198,001 $ 190,480 |
Reconciliation of carrying amounts of equity | Preferred Simon (Managing Limited Noncontrolling Total Units General Partner) Partners interests Equity January 1, 2018 $ 43,077 $ 3,643,091 $ 548,858 $ 3,738 $ 4,238,764 Limited partner units exchanged to units 70 (70) — Treasury unit purchase (307,296) (307,296) Redemption of limited partner units (7,047) (572) (7,619) LTIP Units 15,769 15,769 Cumulative effect of accounting change 7,264 7,264 Purchase and disposition of noncontrolling interests, net and other (165) (15,014) 1 113 (15,065) Adjustment to limited partners’ interest from change in ownership in the Operating Partnership 52,717 (52,717) — Distributions to limited partners, excluding preferred interests classified as temporary equity (1,669) (1,208,499) (182,949) (964) (1,394,081) Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties 1,669 1,162,826 175,652 745 1,340,892 June 30, 2018 $ 42,912 $ 3,328,112 $ 503,972 $ 3,632 $ 3,878,628 |
Organization (Details)
Organization (Details) | Jun. 30, 2018statecountryproperty |
U.S. and Puerto Rico | |
Real Estate Properties | |
Number of properties | 206 |
Number of U.S. states containing property locations | state | 37 |
U.S. and Puerto Rico | Malls | |
Real Estate Properties | |
Number of properties | 107 |
U.S. and Puerto Rico | Premium Outlets | |
Real Estate Properties | |
Number of properties | 68 |
U.S. and Puerto Rico | The Mills | |
Real Estate Properties | |
Number of properties | 14 |
U.S. and Puerto Rico | Community/Lifestyle Centers | |
Real Estate Properties | |
Number of properties | 4 |
U.S. and Puerto Rico | Other shopping centers or outlet centers | |
Real Estate Properties | |
Number of properties | 13 |
Japan | Premium Outlets | |
Real Estate Properties | |
Number of properties | 9 |
South Korea | Premium Outlets | |
Real Estate Properties | |
Number of properties | 4 |
Canada | Premium Outlets | |
Real Estate Properties | |
Number of properties | 3 |
Canada | Designer Outlets | |
Real Estate Properties | |
Number of properties | 1 |
Malaysia | Premium Outlets | |
Real Estate Properties | |
Number of properties | 2 |
Mexico | Premium Outlets | |
Real Estate Properties | |
Number of properties | 1 |
Europe | Klepierre | |
Real Estate Properties | |
Ownership percentage | 21.10% |
Number of countries | country | 16 |
Europe | Designer Outlets | |
Real Estate Properties | |
Number of properties | 8 |
Europe | Designer Outlets | Consolidated properties | |
Real Estate Properties | |
Number of properties | 6 |
Italy | Designer Outlets | |
Real Estate Properties | |
Number of properties | 2 |
Netherlands | Designer Outlets | |
Real Estate Properties | |
Number of properties | 2 |
Austria | Designer Outlets | |
Real Estate Properties | |
Number of properties | 1 |
Germany | Designer Outlets | |
Real Estate Properties | |
Number of properties | 1 |
France | Designer Outlets | |
Real Estate Properties | |
Number of properties | 1 |
United Kingdom | Designer Outlets | |
Real Estate Properties | |
Number of properties | 1 |
Basis of Presentation (Details)
Basis of Presentation (Details) - property | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Real Estate Properties | |||
Total number of joint venture properties | 82 | ||
Number of joint venture properties managed by the entity | 58 | ||
Number of International joint venture properties | 20 | ||
Number of joint venture properties managed by others | 24 | ||
Ownership interest: | |||
Ownership interest in the Operating Partnership (as a percent) | 86.80% | 86.90% | |
Weighted average | |||
Ownership interest: | |||
Ownership interest in the Operating Partnership (as a percent) | 86.90% | 86.80% | |
Wholly owned properties | |||
Real Estate Properties | |||
Number of properties | 133 | ||
Partially owned properties | |||
Real Estate Properties | |||
Number of properties | 19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Equity Instruments and Investments (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Equity Instruments and Investments | ||
Equity instruments with readily determinable fair value | $ 105.3 | $ 88.3 |
Equity instruments without readily determinable fair values | 164.4 | 186.9 |
Debt securities of our captive insurance companies | $ 64.9 | $ 55.7 |
Debt Securities | Securities in captive insurance subsidiary portfolio | Minimum | ||
Equity Instruments and Investments | ||
Investment maturity period | 1 year | |
Debt Securities | Securities in captive insurance subsidiary portfolio | Maximum | ||
Equity Instruments and Investments | ||
Investment maturity period | 10 years |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - Recurring - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Level 2 | ||
Fair Value Measurements | ||
Interest rate swap agreements and foreign currency forward contracts, gross asset balance | $ 7.8 | |
Interest rate swap agreements and foreign currency forward contracts, gross liability balance | 10.7 | $ 18.1 |
Level 3 | ||
Fair Value Measurements | ||
Investments | $ 0 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Noncontrolling Interests, Simon Property Group, Inc. (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Significant Accounting Policies | ||||||
Limited partners' interests in the Operating Partnership | $ 503,972 | $ 548,858 | ||||
Nonredeemable noncontrolling interests in properties, net | 3,632 | 3,738 | ||||
Total noncontrolling interests reflected in equity | $ 507,604 | $ 527,430 | $ 552,596 | $ 564,444 | $ 621,738 | $ 649,464 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Rollforward Of Noncontrolling Interest, Simon Group Property, Inc. (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Noncontrolling interests: | ||||
Noncontrolling interests, beginning of period | $ 527,430 | $ 621,738 | $ 552,596 | $ 649,464 |
Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties | 83,037 | 58,393 | 177,213 | 131,338 |
Distributions to noncontrolling interest holders | (91,901) | (83,680) | (183,913) | (167,901) |
Other comprehensive (loss) income allocable to noncontrolling interests: | ||||
Unrealized gain (loss) on derivative hedge agreements | 2,797 | (2,837) | 1,993 | (2,981) |
Net loss reclassified from accumulated other comprehensive loss into earnings | 288 | 322 | 571 | 668 |
Currency translation adjustments | (5,034) | 2,181 | (3,371) | 3,799 |
Changes in available-for-sale securities and other | 29 | (150) | (9) | (49) |
Other comprehensive income (loss) | (1,920) | (484) | (816) | 1,437 |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | (16,496) | (35,100) | (52,717) | (68,335) |
Units exchanged for common shares | (1,341) | (70) | (1,353) | |
Units redeemed | (98) | (572) | ||
Long-term incentive performance units | 7,462 | 4,853 | 15,769 | 19,558 |
Contributions by noncontrolling nonredeemable interests, net, and other | 90 | 65 | 114 | 236 |
Noncontrolling interests, end of period | $ 507,604 | $ 564,444 | $ 507,604 | $ 564,444 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Rollforward Of Noncontrolling Interest, Simon Group Property L.P. (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Noncontrolling interests: | ||||
Net income attributable to noncontrolling nonredeemable interests | $ 83,037 | $ 58,393 | $ 177,213 | $ 131,338 |
Distributions to noncontrolling nonredeemable interest holders | (91,901) | (83,680) | (183,913) | (167,901) |
Contributions by noncontrolling nonredeemable interests, net, and other | 90 | 65 | 114 | 236 |
Simon Property Group, L.P. | ||||
Noncontrolling interests: | ||||
Noncontrolling nonredeemable interests in properties, beginning of period | 3,800 | 4,647 | 3,738 | 5,116 |
Net income attributable to noncontrolling nonredeemable interests | 218 | 397 | 745 | 1,072 |
Distributions to noncontrolling nonredeemable interest holders | (475) | (845) | (964) | (2,160) |
Contributions by noncontrolling nonredeemable interests, net, and other | 89 | 65 | 113 | 236 |
Noncontrolling nonredeemable interests in properties, end of period | $ 3,632 | $ 4,264 | $ 3,632 | $ 4,264 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - AOCI, Simon Property Group, Inc. (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | $ 3,686,168 |
Ending balance | 3,371,024 |
Accumulated Other Comprehensive Income (Loss) | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | (110,453) |
Other comprehensive (loss) income before reclassifications | (8,600) |
Amounts reclassified from accumulated other comprehensive income (loss) | 3,768 |
Net current-period other comprehensive (loss) income | (4,832) |
Ending balance | (115,285) |
Currency translation adjustments | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | (118,138) |
Other comprehensive (loss) income before reclassifications | (21,663) |
Net current-period other comprehensive (loss) income | (21,663) |
Ending balance | (139,801) |
Accumulated derivative gains (losses), net | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | 8,055 |
Other comprehensive (loss) income before reclassifications | 13,120 |
Amounts reclassified from accumulated other comprehensive income (loss) | 3,768 |
Net current-period other comprehensive (loss) income | 16,888 |
Ending balance | 24,943 |
Net unrealized losses on marketable securities | |
Changes in accumulated other comprehensive income (loss) | |
Beginning balance | (370) |
Other comprehensive (loss) income before reclassifications | (57) |
Net current-period other comprehensive (loss) income | (57) |
Ending balance | $ (427) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Reclassification Out of AOCI, Simon Property Group, Inc. (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Significant Accounting Policies | ||||
Interest expense | $ (206,624) | $ (207,174) | $ (412,115) | $ (405,373) |
Net income attributable to noncontrolling interests | (83,576) | (58,549) | (177,611) | (131,053) |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS or UNITHOLDERS | $ 547,004 | $ 381,990 | 1,167,658 | 859,726 |
Accumulated derivative losses, net, including noncontrolling interests | Amount reclassified from accumulated other comprehensive income (loss) | ||||
Significant Accounting Policies | ||||
Interest expense | (4,339) | (5,059) | ||
Accumulated derivative losses, attributable to noncontrolling interests | Amount reclassified from accumulated other comprehensive income (loss) | ||||
Significant Accounting Policies | ||||
Net income attributable to noncontrolling interests | 571 | 668 | ||
Accumulated derivative gains (losses), net | Amount reclassified from accumulated other comprehensive income (loss) | ||||
Significant Accounting Policies | ||||
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS or UNITHOLDERS | $ (3,768) | $ (4,391) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - AOCI, Simon Property Group L.P. (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Simon Property Group, L.P. | |
Changes in accumulated other comprehensive income (loss) | |
Beginning Balance | $ 4,235,026 |
Ending balance | 3,874,996 |
Accumulated Other Comprehensive Income (Loss) | |
Changes in accumulated other comprehensive income (loss) | |
Other comprehensive (loss) income before reclassifications | (8,600) |
Amounts reclassified from accumulated other comprehensive income (loss) | 3,768 |
Net current-period other comprehensive (loss) income | (4,832) |
Accumulated Other Comprehensive Income (Loss) | Simon Property Group, L.P. | |
Changes in accumulated other comprehensive income (loss) | |
Beginning Balance | (127,102) |
Other comprehensive (loss) income before reclassifications | (9,987) |
Amounts reclassified from accumulated other comprehensive income (loss) | 4,339 |
Net current-period other comprehensive (loss) income | (5,648) |
Ending balance | (132,750) |
Currency translation adjustments | |
Changes in accumulated other comprehensive income (loss) | |
Other comprehensive (loss) income before reclassifications | (21,663) |
Net current-period other comprehensive (loss) income | (21,663) |
Currency translation adjustments | Simon Property Group, L.P. | |
Changes in accumulated other comprehensive income (loss) | |
Beginning Balance | (135,940) |
Other comprehensive (loss) income before reclassifications | (25,034) |
Net current-period other comprehensive (loss) income | (25,034) |
Ending balance | (160,974) |
Accumulated derivative gains (losses), net | |
Changes in accumulated other comprehensive income (loss) | |
Other comprehensive (loss) income before reclassifications | 13,120 |
Amounts reclassified from accumulated other comprehensive income (loss) | 3,768 |
Net current-period other comprehensive (loss) income | 16,888 |
Accumulated derivative gains (losses), net | Simon Property Group, L.P. | |
Changes in accumulated other comprehensive income (loss) | |
Beginning Balance | 9,263 |
Other comprehensive (loss) income before reclassifications | 15,113 |
Amounts reclassified from accumulated other comprehensive income (loss) | 4,339 |
Net current-period other comprehensive (loss) income | 19,452 |
Ending balance | 28,715 |
Net unrealized losses on marketable securities | |
Changes in accumulated other comprehensive income (loss) | |
Other comprehensive (loss) income before reclassifications | (57) |
Net current-period other comprehensive (loss) income | (57) |
Net unrealized losses on marketable securities | Simon Property Group, L.P. | |
Changes in accumulated other comprehensive income (loss) | |
Beginning Balance | (425) |
Other comprehensive (loss) income before reclassifications | (66) |
Net current-period other comprehensive (loss) income | (66) |
Ending balance | $ (491) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Reclassification Out Of AOCI, Simon Property Group, L.P. (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Significant Accounting Policies | ||||
Interest expense | $ (206,624) | $ (207,174) | $ (412,115) | $ (405,373) |
Simon Property Group, L.P. | ||||
Significant Accounting Policies | ||||
Interest expense | $ (206,624) | $ (207,174) | (412,115) | (405,373) |
Accumulated derivative gains (losses), net | Simon Property Group, L.P. | Amount reclassified from accumulated other comprehensive income (loss) | ||||
Significant Accounting Policies | ||||
Interest expense | $ (4,339) | $ (5,059) |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Derivative Financial Instruments (Details) € in Millions, $ in Millions, ¥ in Billions | Jul. 10, 2018USD ($) | Jul. 10, 2018JPY (¥) | Jul. 10, 2018USD ($) | Jun. 30, 2018USD ($)DerivativeInstrumentitem | Jun. 30, 2018EUR (€)DerivativeInstrumentitem | Mar. 31, 2018USD ($) | Mar. 31, 2018EUR (€) | Dec. 31, 2017USD ($)DerivativeInstrument | Dec. 31, 2017EUR (€)DerivativeInstrument |
Derivative Financial Instruments | |||||||||
Number of credit-risk-related hedging or derivative activities | item | 0 | 0 | |||||||
Interest rate swap | Designated as Hedging Instrument | |||||||||
Derivative Financial Instruments | |||||||||
Number of Instruments | DerivativeInstrument | 0 | 0 | 0 | 0 | |||||
Interest rate swap | Deferred costs and other assets | Designated as Hedging Instrument | |||||||||
Derivative Financial Instruments | |||||||||
Interest rate derivative asset, fair value | $ 7.5 | ||||||||
USD-Euro currency forward contract | May 15, 2019 | Designated as Hedging Instrument | |||||||||
Derivative Financial Instruments | |||||||||
Notional Amount | € | € 50 | € 50 | |||||||
Forward contract net, fair value | (0.3) | $ (2.4) | |||||||
USD-Euro currency forward contract | May 15, 2019 | Designated as Hedging Instrument | |||||||||
Derivative Financial Instruments | |||||||||
Notional Amount | € | 50 | 50 | |||||||
Forward contract net, fair value | (2.7) | (4.9) | |||||||
USD-Euro currency forward contract | May 15, 2020 | Designated as Hedging Instrument | |||||||||
Derivative Financial Instruments | |||||||||
Notional Amount | € | 50 | 50 | |||||||
Forward contract net, fair value | (3.5) | (5.2) | |||||||
USD-Euro currency forward contract | May 14, 2021 | Designated as Hedging Instrument | |||||||||
Derivative Financial Instruments | |||||||||
Notional Amount | € | € 50 | € 50 | |||||||
Forward contract net, fair value | (4.1) | (5.5) | |||||||
US denominated cross currency swap | |||||||||
Derivative Financial Instruments | |||||||||
Notional Amount | $ 200.1 | $ 150 | |||||||
Swapping interest rate | 4.38% | 4.38% | 4.38% | 4.38% | |||||
Yen denominated cross currency swap | |||||||||
Derivative Financial Instruments | |||||||||
Notional Amount | ¥ | ¥ 22.3 | ||||||||
Fixed exchange rate | 1.19% | 1.19% | |||||||
Euro denominated cross currency swap | |||||||||
Derivative Financial Instruments | |||||||||
Notional Amount | € | € 121.6 | ||||||||
Fixed exchange rate | 1.37% | 1.37% | |||||||
Simon Property Group, L.P. | |||||||||
Derivative Financial Instruments | |||||||||
Gross accumulated other comprehensive income related to derivative activities | 28.7 | $ 9.3 | |||||||
Simon Property Group, L.P. | Credit Facility | Unsecured Debt | |||||||||
Derivative Financial Instruments | |||||||||
Maximum borrowing capacity | $ 4,000 | ||||||||
Simon Property Group, L.P. | Yen | Credit Facility | Unsecured Debt | |||||||||
Derivative Financial Instruments | |||||||||
Debt repaid | $ 201.1 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - New Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Jan. 01, 2018 | |
New Accounting Pronouncements | ||||
Retained Earnings (Accumulated Deficit) | $ (4,782,173) | $ (4,833,826) | ||
Accounting Standards Update 2014-09 | Maximum | ||||
New Accounting Pronouncements | ||||
Percentage of revenues impacted by ASU (as a percent) | 6.00% | 7.00% | ||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||
New Accounting Pronouncements | ||||
Retained Earnings (Accumulated Deficit) | $ 0 | |||
Accounting Standards Update 2016-01 | Adjustment | ||||
New Accounting Pronouncements | ||||
Cumulative effect adjustment | 7,300 | |||
Accounting Standards Update 2016-02 | Scenario Forecast Adjustment | ||||
New Accounting Pronouncements | ||||
Future minimum gross lease payments | $ 780,400 | |||
Accounting Standards Update 2017-05 | Adjustment | ||||
New Accounting Pronouncements | ||||
Cumulative effect adjustment | $ 0 |
Per Share and Per Unit Data (De
Per Share and Per Unit Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Per Share And Per Unit Data | ||||
Net Income attributable to Common Stockholders - Basic | $ 547,004 | $ 381,990 | $ 1,167,658 | $ 859,726 |
Net Income attributable to Common Stockholders - Diluted | $ 547,004 | $ 381,990 | $ 1,167,658 | $ 859,726 |
Weighted Average Shares Outstanding — Basic and Diluted | 309,355,154 | 311,579,301 | 309,966,005 | 312,191,241 |
Simon Property Group, L.P. | ||||
Per Share And Per Unit Data | ||||
Net Income attributable to Common Stockholders - Basic | $ 629,822 | $ 439,986 | $ 1,344,126 | $ 989,992 |
Net Income attributable to Common Stockholders - Diluted | $ 629,822 | $ 439,986 | $ 1,344,126 | $ 989,992 |
Weighted Average Shares Outstanding — Basic and Diluted | 356,181,817 | 358,865,806 | 356,810,908 | 359,494,630 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities - Real Estate Joint Ventures and Investments (Details) $ in Millions | Jun. 30, 2018USD ($)property | Dec. 31, 2017USD ($) |
Investment in Unconsolidated Entities | ||
Total number of joint venture properties | property | 82 | |
Construction and other related party loans | ||
Investment in Unconsolidated Entities | ||
Loans to related party | $ | $ 87.4 | $ 87 |
Investments in Unconsolidated36
Investments in Unconsolidated Entities - Unconsolidated Entity Transactions (Details) $ in Thousands | Jun. 07, 2018USD ($) | Sep. 15, 2016item | Sep. 30, 2015property | Apr. 30, 2018USD ($) | Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | May 31, 2017 |
Investment in Unconsolidated Entities | |||||||||||
Gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | $ 9,672 | $ 4,989 | $ 144,949 | $ 4,989 | |||||||
Gain on interest in unconsolidated entities | 35,621 | ||||||||||
Share of net income, net of amortization of our excess investment | $ 100,828 | 92,017 | 190,854 | 161,101 | |||||||
Colorado Mills | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Impairment charges | 32,500 | ||||||||||
Proceeds of damaged properties | 58,300 | ||||||||||
Gain on business interruption | $ 25,800 | ||||||||||
Aventura Mall | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Loan defeasance charge | $ 30,900 | ||||||||||
Write off of deferred debt issuance cost | 6,500 | ||||||||||
Mortgages | Aventura Mall | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Debt refinanced | 1,200,000 | ||||||||||
Construction loan | Aventura Mall | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Debt refinanced | 200,800 | ||||||||||
4.12% fixed interest rate mortgage maturing July 2028 | Aventura Mall | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Debt issued | $ 1,750,000 | ||||||||||
Fixed interest rate (as a percent) | 4.12% | ||||||||||
HBS | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Ownership interest (as a percent) | 11.70% | 11.70% | 11.70% | ||||||||
Number of properties contributed to form joint venture | property | 42 | 42 | |||||||||
Number of Kaufhof properties purchased by the joint venture | property | 41 | ||||||||||
Committed amount to contribute | $ 100,000 | ||||||||||
Contributions for improvements to properties | $ 68,300 | 68,300 | $ 68,300 | ||||||||
Contribution to form joint venture | $ 178,500 | ||||||||||
Share of net income, net of amortization of our excess investment | $ 3,700 | $ 3,300 | 7,600 | 6,500 | |||||||
Total revenues | 174,200 | 183,000 | |||||||||
Total operating income | 102,300 | 177,900 | |||||||||
Consolidated net income | $ 53,800 | $ 129,700 | |||||||||
Aeropostale | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Number of joint ventures | item | 2 | ||||||||||
Aeropostale Retail Operations | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Ownership interest (as a percent) | 44.95% | 44.95% | |||||||||
Authentic Brands Group LLC | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Ownership interest (as a percent) | 5.78% | 5.78% | |||||||||
Gain on interest in unconsolidated entities | $ 35,600 | ||||||||||
Colorado Mills | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Ownership interest (as a percent) | 37.50% | ||||||||||
Gain upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net | $ 9,700 | ||||||||||
Aventura Mall | |||||||||||
Investment in Unconsolidated Entities | |||||||||||
Ownership interest (as a percent) | 33.30% | ||||||||||
Share of early debt repayment charge | $ 12,500 |
Investments in Unconsolidated37
Investments in Unconsolidated Entities - European Investments (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)property$ / sharesshares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)property$ / sharesshares | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)property | |
Investment in Unconsolidated Entities | |||||
Income from unconsolidated entities | $ 100,828 | $ 92,017 | $ 190,854 | $ 161,101 | |
Klepierre | Disposed by Sales | Shopping centers | |||||
Investment in Unconsolidated Entities | |||||
Gain (loss) on disposition of interest in properties | $ 13,400 | ||||
European Joint Venture | Designer Outlet properties | |||||
Investment in Unconsolidated Entities | |||||
Number of properties | property | 9 | 9 | 9 | ||
European Property Management and Development | Designer Outlet properties | |||||
Investment in Unconsolidated Entities | |||||
Ownership interest (as a percent) | 50.00% | 50.00% | |||
European Property Management and Development | Designer Outlet properties | Minimum | |||||
Investment in Unconsolidated Entities | |||||
Ownership interest (as a percent) | 45.00% | 45.00% | |||
European Property Management and Development | Designer Outlet properties | Maximum | |||||
Investment in Unconsolidated Entities | |||||
Ownership interest (as a percent) | 94.00% | 94.00% | |||
Europe | Klepierre | |||||
Investment in Unconsolidated Entities | |||||
Shares owned | shares | 63,924,148 | 63,924,148 | |||
Ownership interest (as a percent) | 21.10% | 21.10% | |||
Quoted market price per share (in dollars per share) | $ / shares | $ 37.86 | $ 37.86 | |||
Income from unconsolidated entities | $ 24,800 | $ 15,900 | $ 47,700 | 23,100 | |
Total revenues | 814,700 | 713,200 | |||
Total operating income | 333,300 | 251,600 | |||
Consolidated net income | $ 364,400 | $ 209,700 | |||
Europe | Value Retail PLC | |||||
Investment in Unconsolidated Entities | |||||
Number of luxury outlets owned and operated | property | 9 | 9 | |||
Number of outlets in which the entity has a minority direct ownership | property | 3 | 3 | |||
Europe | Value Retail PLC | Deferred costs and other assets | |||||
Investment in Unconsolidated Entities | |||||
Vale of equity instruments | $ 140,800 | $ 140,800 | $ 140,800 |
Investments in Unconsolidated38
Investments in Unconsolidated Entities - Asian Joint Ventures (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Investment in Unconsolidated Entities | ||
Equity investment | $ 2,302,833 | $ 2,266,483 |
Japan | Mitsubishi Estate Co., Ltd. | Premium Outlets | ||
Investment in Unconsolidated Entities | ||
Ownership percentage | 40.00% | |
Equity investment | $ 221,600 | 230,300 |
South Korea | Shinsegae International Co | Premium Outlets | ||
Investment in Unconsolidated Entities | ||
Ownership percentage | 50.00% | |
Equity investment | $ 155,200 | $ 149,100 |
Investments in Unconsolidated39
Investments in Unconsolidated Entities - Combined Balance Sheets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Our Share of: | ||
Investment in unconsolidated entities, at equity | $ 2,302,833 | $ 2,266,483 |
Unconsolidated properties | Maximum | ||
Our Share of: | ||
Estimated life of investment property | 40 years | |
Equity Method Investees excluding Klepierre, Aeropostale and HBS | Unconsolidated properties | ||
Assets: | ||
Investment properties, at cost | $ 18,580,295 | 18,328,747 |
Less - accumulated depreciation | 6,618,858 | 6,371,363 |
Investment properties at cost, net | 11,961,437 | 11,957,384 |
Cash and cash equivalents | 970,605 | 956,084 |
Tenant receivables and accrued revenue, net | 386,980 | 403,125 |
Deferred costs and other assets | 389,710 | 355,585 |
Total assets | 13,708,732 | 13,672,178 |
Liabilities and Partners' Deficit: | ||
Mortgages | 15,252,252 | 14,784,310 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 859,475 | 1,033,674 |
Other liabilities | 386,151 | 365,857 |
Total liabilities | 16,497,878 | 16,183,841 |
Preferred units | 67,450 | 67,450 |
Partners' deficit | (2,856,596) | (2,579,113) |
Total liabilities and partners' deficit | 13,708,732 | 13,672,178 |
Our Share of: | ||
Partners' deficit | (1,240,838) | (1,144,620) |
Add: Excess Investment | 1,693,800 | 1,733,063 |
Investment in unconsolidated entities, at equity | $ 452,962 | $ 588,443 |
Investments in Unconsolidated40
Investments in Unconsolidated Entities - Combined Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
OPERATING EXPENSES: | ||||
Income from Unconsolidated Entities | $ 100,828 | $ 92,017 | $ 190,854 | $ 161,101 |
Equity Method Investees excluding Klepierre, Aeropostale and HBS | Unconsolidated properties | ||||
REVENUE: | ||||
Minimum rent | 483,976 | 465,705 | 959,931 | 916,760 |
Overage rent | 51,067 | 46,447 | 110,728 | 97,816 |
Tenant reimbursements | 220,426 | 212,465 | 443,916 | 428,246 |
Other income | 78,378 | 71,753 | 159,487 | 136,079 |
Total revenue | 833,847 | 796,370 | 1,674,062 | 1,578,901 |
OPERATING EXPENSES: | ||||
Property operating | 139,553 | 132,028 | 285,845 | 265,013 |
Depreciation and amortization | 166,299 | 159,748 | 326,134 | 313,202 |
Real estate taxes | 68,576 | 63,977 | 136,843 | 130,560 |
Repairs and maintenance | 20,736 | 20,471 | 43,933 | 40,701 |
Advertising and promotion | 20,884 | 21,836 | 45,108 | 44,034 |
Provision for credit losses | 5,577 | 2,789 | 12,078 | 6,566 |
Other | 49,885 | 45,030 | 99,617 | 88,384 |
Total operating expenses | 471,510 | 445,879 | 949,558 | 888,460 |
Operating Income | 362,337 | 350,491 | 724,504 | 690,441 |
Interest expense | (190,751) | (146,440) | (341,684) | (288,647) |
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net | 25,792 | 25,792 | ||
Net Income | 197,378 | 204,051 | 408,612 | 401,794 |
Third-Party Investors’ Share of Net Income | 96,240 | 104,265 | 202,424 | 203,950 |
Our Share of Net Income | 101,138 | 99,786 | 206,188 | 197,844 |
Amortization of Excess Investment | (21,395) | (22,979) | (42,921) | (45,436) |
Our Share of Gain on Sale or Disposal of, or Recovery on, Assets and Interests in Unconsolidated Entities, net | (9,672) | (9,672) | ||
Income from Unconsolidated Entities | $ 70,071 | $ 76,807 | $ 153,595 | $ 152,408 |
Debt (Details)
Debt (Details) $ in Thousands | Jul. 10, 2018USD ($) | Feb. 15, 2018USD ($) | Feb. 14, 2018 | Jun. 30, 2018USD ($)itemproperty | Dec. 31, 2017USD ($) | Jan. 03, 2018USD ($) |
Debt | ||||||
Total Mortgages and Unsecured Indebtedness | $ 23,505,002 | $ 24,632,463 | ||||
Simon Property Group, L.P. | ||||||
Debt | ||||||
Total Mortgages and Unsecured Indebtedness | $ 23,505,002 | $ 24,632,463 | ||||
Unsecured Debt | Weighted average | ||||||
Fair Value of Debt | ||||||
Discount rates assumed in calculation of fair value for debt (as a percent) | 4.59% | 4.10% | ||||
Unsecured Debt | Senior unsecured notes | Simon Property Group, L.P. | ||||||
Debt | ||||||
Total Mortgages and Unsecured Indebtedness | $ 15,700,000 | |||||
Unsecured Debt | Senior Unsecured Note 1.50% | Simon Property Group, L.P. | ||||||
Debt | ||||||
Amount of debt redeemed | $ 750,000 | |||||
Interest rate on debt (as a percent) | 1.50% | |||||
Unsecured Debt | Credit Facility and the Supplemental Facility | ||||||
Debt | ||||||
Available borrowing capacity | 6,200,000 | |||||
Maximum amount outstanding during period | 423,100 | |||||
Credit facility, weighted average amount outstanding | 332,900 | |||||
Letters of credit outstanding | 6,200 | |||||
Unsecured Debt | Credit Facility | Simon Property Group, L.P. | ||||||
Debt | ||||||
Credit facility, amount outstanding | 326,100 | |||||
Maximum borrowing capacity | 4,000,000 | |||||
Optional expanded maximum borrowing capacity | $ 5,000,000 | |||||
Additional facility fee (as a percent) | 0.10% | |||||
Unsecured Debt | Credit Facility | Simon Property Group, L.P. | Yen | ||||||
Debt | ||||||
Credit facility, amount outstanding | $ 201,100 | |||||
Debt repaid | $ 201,100 | |||||
Unsecured Debt | Credit Facility | Maximum | Simon Property Group, L.P. | ||||||
Debt | ||||||
Percentage of borrowings in currencies other than the U.S. dollar | 95.00% | |||||
Unsecured Debt | Credit Facility | LIBOR | Simon Property Group, L.P. | ||||||
Debt | ||||||
Interest added to reference rate (as a percent) | 0.775% | |||||
Unsecured Debt | Supplemental Facility | Simon Property Group, L.P. | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 3,500,000 | |||||
Optional expanded maximum borrowing capacity | $ 4,500,000 | |||||
Additional facility fee (as a percent) | 0.10% | |||||
Unsecured Debt | Supplemental Facility | LIBOR | Simon Property Group, L.P. | ||||||
Debt | ||||||
Interest added to reference rate (as a percent) | 0.775% | 0.80% | ||||
Unsecured Debt | Commercial Paper | Simon Property Group, L.P. | ||||||
Debt | ||||||
Credit facility, amount outstanding | 981,500 | |||||
Maximum borrowing capacity | $ 1,000,000 | |||||
Weighted average interest rate (as a percent) | 2.02% | |||||
Secured Debt | Mortgages | ||||||
Debt | ||||||
Total Mortgages and Unsecured Indebtedness | $ 6,600,000 | $ 6,900,000 | ||||
Debt covenants | ||||||
Number of non-recourse mortgage notes under which the Company and subsidiaries are borrowers | item | 46 | |||||
Number of properties pledged as collateral | property | 49 | |||||
Number of cross-defaulted and cross-collateralized mortgage pools | item | 2 | |||||
Total number of properties pledged as collateral for cross defaulted and cross collateralized mortgages | property | 5 | |||||
Secured Debt | 7.79% rate Mortgage | ||||||
Debt | ||||||
Interest rate on debt (as a percent) | 7.79% | |||||
Debt repaid | $ 86,600 | |||||
Fixed rate mortgages | Weighted average | ||||||
Fair Value of Debt | ||||||
Discount rates assumed in calculation of fair value for debt (as a percent) | 4.75% | 4.25% | ||||
Book value | Fixed rate mortgages and unsecured indebtedness | ||||||
Fair Value of Debt | ||||||
Fair value of fixed-rate mortgages and unsecured indebtedness | $ 22,300,000 | $ 23,400,000 | ||||
Fair value | Fixed rate mortgages and unsecured indebtedness | ||||||
Fair Value of Debt | ||||||
Fair value of fixed-rate mortgages and unsecured indebtedness | $ 22,154,000 | $ 24,003,000 |
Equity - Shares or Units Activi
Equity - Shares or Units Activity (Details) $ / shares in Units, $ in Millions | Feb. 13, 2017USD ($) | Jun. 30, 2018USD ($)item$ / sharesshares | Jun. 30, 2017$ / sharesshares |
Equity | |||
Stock repurchase program, extension period | 2 years | ||
Common stock authorized for repurchase | $ | $ 2,000 | ||
Shares repurchased (in shares) | 1,988,247 | 2,399,051 | |
Average share price repurchased (in dollars per share) | $ / shares | $ 154.56 | $ 165.14 | |
Limited Partners | |||
Equity | |||
Exchange of limited partner units, (in shares) | 6,000 | ||
Number of limited partners who received common stock | item | 1 | ||
Simon Property Group, L.P. | Limited Partners | |||
Equity | |||
Redemption of units | 49,219 | ||
Value of units redeemed | $ | $ 7.6 | ||
Number of limited partners who received common stock | item | 4 |
Equity - Temporary Equity (Deta
Equity - Temporary Equity (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Redeemable preferred stock | ||
Preferred stock stated dividend rate percentage | 8.375% | 8.375% |
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ 198,001 | $ 190,480 |
Simon Property Group, L.P. | ||
Redeemable preferred stock | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | 198,001 | 190,480 |
7.5% Cumulative Redeemable Preferred Units | ||
Redeemable preferred stock | ||
Noncontrolling interests redeemable at amounts in excess of fair value | $ 0 | $ 0 |
Preferred stock stated dividend rate percentage | 7.50% | 7.50% |
Temporary equity, shares authorized | 260,000 | 260,000 |
Temporary equity, shares issued | 255,373 | 255,373 |
Temporary equity, shares outstanding | 255,373 | 255,373 |
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ 25,537 | $ 25,537 |
7.5% Cumulative Redeemable Preferred Units | Simon Property Group, L.P. | ||
Redeemable preferred stock | ||
Preferred stock stated dividend rate percentage | 7.50% | 7.50% |
Temporary equity, shares authorized | 260,000 | 260,000 |
Temporary equity, shares issued | 255,373 | 255,373 |
Temporary equity, shares outstanding | 255,373 | 255,373 |
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ 25,537 | $ 25,537 |
Other noncontrolling redeemable interest | ||
Redeemable preferred stock | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | 172,464 | 164,943 |
Other noncontrolling redeemable interest | Simon Property Group, L.P. | ||
Redeemable preferred stock | ||
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | $ 172,464 | $ 164,943 |
Equity - Stock Based Compensati
Equity - Stock Based Compensation (Details) $ / shares in Units, $ in Thousands | Jul. 06, 2011USD ($)shares | Jun. 30, 2018USD ($)item$ / sharesshares | Jun. 30, 2017USD ($) | Dec. 31, 2017shares | Dec. 31, 2016shares | Dec. 31, 2015shares | Dec. 31, 2013shares |
Restricted stock | |||||||
Stock-based incentive plan awards | |||||||
Compensation expense, net of capitalization | $ 4,000 | $ 5,300 | |||||
Restricted stock | Employees | |||||||
Stock-based incentive plan awards | |||||||
Vesting period | 3 years | ||||||
Awards earned (in units) | shares | 43,043 | ||||||
Weighted average fair value of shares granted during the period (in dollars per share) | $ / shares | $ 154.35 | ||||||
Restricted stock | Non-employee Directors | |||||||
Stock-based incentive plan awards | |||||||
Vesting period | 1 year | ||||||
Awards earned (in units) | shares | 12,648 | ||||||
Weighted average fair value of shares granted during the period (in dollars per share) | $ / shares | $ 158.71 | ||||||
LTIP Retention Award to Chairman and CEO | |||||||
Stock-based incentive plan awards | |||||||
Awards earned (in units) | shares | 1,000,000 | ||||||
Grant Date Fair Value | $ 120,300 | ||||||
Service period | 8 years | ||||||
LTIP Retention Award to Chairman and CEO | A Units | |||||||
Stock-based incentive plan awards | |||||||
Awards earned (in units) | shares | 360,000 | ||||||
LTIP Retention Award to Chairman and CEO | A Units | Maximum | |||||||
Stock-based incentive plan awards | |||||||
Shares reserved for issuance (in shares) | shares | 360,000 | ||||||
LTIP Retention Award to Chairman and CEO | B Units | |||||||
Stock-based incentive plan awards | |||||||
Awards earned (in units) | shares | 360,000 | ||||||
LTIP Retention Award to Chairman and CEO | B Units | Maximum | |||||||
Stock-based incentive plan awards | |||||||
Shares reserved for issuance (in shares) | shares | 360,000 | ||||||
LTIP Retention Award to Chairman and CEO | C Units | |||||||
Stock-based incentive plan awards | |||||||
Awards earned (in units) | shares | 280,000 | ||||||
LTIP Retention Award to Chairman and CEO | C Units | Maximum | |||||||
Stock-based incentive plan awards | |||||||
Shares reserved for issuance (in shares) | shares | 280,000 | ||||||
LTIP programs | |||||||
Stock-based incentive plan awards | |||||||
Percent of distributions of Operating Partnership that participants are entitled to receive during performance period | 10.00% | ||||||
Vesting period | 2 years | ||||||
Vesting rights percentage | 50.00% | ||||||
Compensation expense, net of capitalization | $ 8,600 | $ 5,100 | |||||
2013-2015 LTIP program | LTIP Units | |||||||
Stock-based incentive plan awards | |||||||
LTIP Units Earned (in units) | shares | 466,405 | ||||||
Grant Date Fair Value | $ 28,500 | ||||||
2014-2016 LTIP program | LTIP Units | |||||||
Stock-based incentive plan awards | |||||||
LTIP Units Earned (in units) | shares | 120,314 | ||||||
Grant Date Fair Value | $ 27,500 | ||||||
2015-2017 LTIP program | LTIP Units | |||||||
Stock-based incentive plan awards | |||||||
Grant Date Fair Value | 25,100 | ||||||
2016-2018 LTIP program | LTIP Units | |||||||
Stock-based incentive plan awards | |||||||
Grant Date Fair Value | $ 26,300 | ||||||
2018 LTIP program | LTIP Units | |||||||
Stock-based incentive plan awards | |||||||
Number of tranches | item | 2 | ||||||
Grant Date Fair Value | $ 12,500 | ||||||
2018 LTIP program | LTIP Units | Maximum | |||||||
Stock-based incentive plan awards | |||||||
Grant Date Target Value | $ 18,750 | ||||||
2018 LTIP program | LTIP Units | Tranche A | |||||||
Stock-based incentive plan awards | |||||||
Vesting rights percentage | 50.00% | ||||||
Performance period | 2 years | ||||||
Grant Date Fair Value | $ 6,250 | ||||||
Grant Date Target Value | $ 6,250 | ||||||
2018 LTIP program | LTIP Units | Tranche B | |||||||
Stock-based incentive plan awards | |||||||
Performance period | 3 years | ||||||
Grant Date Fair Value | $ 6,250 | ||||||
Grant Date Target Value | $ 6,250 |
Equity - Changes in Equity, Sim
Equity - Changes in Equity, Simon Property Group, Inc. (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Increase (Decrease) in Stockholders' Equity | |
Balance | $ 4,238,764 |
Treasury stock purchase | (307,296) |
Redemption of limited partner units | (7,619) |
LTIP Units | 15,769 |
Purchase and disposition of noncontrolling interests, net and other | (15,065) |
Distributions to common shareholders and limited partners, excluding Operating Partnership preferred interests | (1,393,117) |
Distributions to noncontrolling other interest holders | (964) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | 1,340,892 |
Balance | 3,878,628 |
Comprehensive income attributable to preferred interests | 957 |
Comprehensive loss attributable to noncontrolling redeemable interests in properties | 559 |
Preferred Stock | |
Increase (Decrease) in Stockholders' Equity | |
Balance | 43,077 |
Purchase and disposition of noncontrolling interests, net and other | (165) |
Balance | 42,912 |
Common Stock | |
Increase (Decrease) in Stockholders' Equity | |
Balance | 32 |
Balance | 32 |
Accumulated Other Comprehensive Income (Loss) | |
Increase (Decrease) in Stockholders' Equity | |
Balance | (110,453) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | (4,832) |
Balance | (115,285) |
Capital in Excess of Par Value | |
Increase (Decrease) in Stockholders' Equity | |
Balance | 9,614,748 |
Exchange of limited partner units for common shares | 70 |
Redemption of limited partner units | (7,047) |
Purchase and disposition of noncontrolling interests, net and other | (2,678) |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | 52,717 |
Balance | 9,657,810 |
Accumulated Deficit | |
Increase (Decrease) in Stockholders' Equity | |
Balance | (4,782,173) |
Purchase and disposition of noncontrolling interests, net and other | (18,076) |
Distributions to common shareholders and limited partners, excluding Operating Partnership preferred interests | (1,210,168) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | 1,169,327 |
Balance | (4,833,826) |
Common Stock Held in Treasury | |
Increase (Decrease) in Stockholders' Equity | |
Balance | (1,079,063) |
Treasury stock purchase | (307,296) |
Purchase and disposition of noncontrolling interests, net and other | 5,740 |
Balance | (1,380,619) |
Noncontrolling Interests | |
Increase (Decrease) in Stockholders' Equity | |
Balance | 552,596 |
Exchange of limited partner units for common shares | (70) |
Redemption of limited partner units | (572) |
LTIP Units | 15,769 |
Purchase and disposition of noncontrolling interests, net and other | 114 |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | (52,717) |
Distributions to common shareholders and limited partners, excluding Operating Partnership preferred interests | (182,949) |
Distributions to noncontrolling other interest holders | (964) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | 176,397 |
Balance | 507,604 |
Accounting Standards Update 2016-01 | |
Increase (Decrease) in Stockholders' Equity | |
Cumulative effect of accounting change | 7,264 |
Accounting Standards Update 2016-01 | Accumulated Deficit | |
Increase (Decrease) in Stockholders' Equity | |
Cumulative effect of accounting change | $ 7,264 |
Equity - Changes in Equity, S46
Equity - Changes in Equity, Simon Property Group, L.P. (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Increase (Decrease) in Stockholders' Equity | |
Redemption of limited partner units | $ (7,619) |
Purchase and disposition of noncontrolling interests, net and other | (15,065) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | 1,340,892 |
Comprehensive income attributable to preferred interests | 957 |
Comprehensive loss attributable to noncontrolling redeemable interests in properties | 559 |
Simon Property Group, L.P. | |
Increase (Decrease) in Stockholders' Equity | |
Balance | 4,238,764 |
Treasury unit purchase | (307,296) |
Redemption of limited partner units | (7,619) |
LTIP Units | 15,769 |
Purchase and disposition of noncontrolling interests, net and other | (15,065) |
Distributions to limited partners, excluding preferred interests classified as temporary equity | (1,394,081) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | 1,340,892 |
Balance | 3,878,628 |
Comprehensive income attributable to preferred interests | 957 |
Comprehensive loss attributable to noncontrolling redeemable interests in properties | 559 |
Simon Property Group, L.P. | Preferred Stock | |
Increase (Decrease) in Stockholders' Equity | |
Balance | 43,077 |
Purchase and disposition of noncontrolling interests, net and other | (165) |
Distributions to limited partners, excluding preferred interests classified as temporary equity | (1,669) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | 1,669 |
Balance | 42,912 |
Simon Property Group, L.P. | Simon (Managing General Partner) | |
Increase (Decrease) in Stockholders' Equity | |
Balance | 3,643,091 |
Limited partner units exchanged to units | 70 |
Treasury unit purchase | (307,296) |
Redemption of limited partner units | (7,047) |
Purchase and disposition of noncontrolling interests, net and other | (15,014) |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | 52,717 |
Distributions to limited partners, excluding preferred interests classified as temporary equity | (1,208,499) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | 1,162,826 |
Balance | 3,328,112 |
Simon Property Group, L.P. | Limited Partners | |
Increase (Decrease) in Stockholders' Equity | |
Balance | 548,858 |
Limited partner units exchanged to units | (70) |
Redemption of limited partner units | (572) |
LTIP Units | 15,769 |
Purchase and disposition of noncontrolling interests, net and other | 1 |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | (52,717) |
Distributions to limited partners, excluding preferred interests classified as temporary equity | (182,949) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | 175,652 |
Balance | 503,972 |
Simon Property Group, L.P. | Noncontrolling Interests | |
Increase (Decrease) in Stockholders' Equity | |
Balance | 3,738 |
Purchase and disposition of noncontrolling interests, net and other | 113 |
Distributions to limited partners, excluding preferred interests classified as temporary equity | (964) |
Comprehensive income, excluding $957 attributable to preferred interests in the Operating Partnership and a $559 loss attributable to noncontrolling redeemable interests in properties | 745 |
Balance | 3,632 |
Simon Property Group, L.P. | Accounting Standards Update 2016-01 | |
Increase (Decrease) in Stockholders' Equity | |
Cumulative effect of accounting change | 7,264 |
Simon Property Group, L.P. | Accounting Standards Update 2016-01 | Simon (Managing General Partner) | |
Increase (Decrease) in Stockholders' Equity | |
Cumulative effect of accounting change | $ 7,264 |
Commitments and Contingencies -
Commitments and Contingencies - Guarantees of Indebtedness (Details) - Joint Venture Mortgage and Indebtedness - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Guarantees of Joint Venture Indebtedness: | ||
Loan guarantee | $ 201 | $ 211.6 |
Loan guarantees recoverable | $ 10.8 | $ 10.8 |
Commitments and Contingencies48
Commitments and Contingencies - Concentration of Credit Risk (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Consolidated revenues | Concentration of credit risk | Maximum | |
Concentration of Credit Risk | |
Percentage of consolidated revenues from a single customer or tenant | 5.00% |
Real Estate Acquisitions and 49
Real Estate Acquisitions and Dispositions (Details) - Consolidated properties - Disposed of by Sales And Means Other than Sale $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Dispositions | |
Nets gains on disposition | $ 144.9 |
Non-recourse mortgage | $ 200 |